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They (2002)

by Brendan Hood.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


INT. BEDROOM - DAY
Tiny golden wheels and gears turning lazily upon metal rods. Mechanical pieces.
Small and intricate. Glittering in the sunlight.

REVEAL
The gears are turning within an ANTIQUE DESK CLOCK sitting on a book shelf, a small
pendulum swinging back and forth behind the glass housing.

The room is barren except for a pair of open suitcases and a bed that's been
stripped. Sitting on the mattress is ...

JULIA LEVIN ...

Smart and clever. Dressed in a graduation gown and staring out the window. She seems
to be lost in thought, immobile, until the bedroom door swings open and ...

CONNOR LEVIN, aged seventeen and wearing a suit and tie, steps inside.

		CONNOR
	Dad says we gotta get moving. We're late.

		JULIA
	I'm getting ready.

		CONNOR
	You're sitting on the bed.

		JULIA
		(dryly)
	Thanks for clearing that up. I'll be right down.

He steps out.

Julia takes a framed picture out of her suitcase -- a candid shot of herself standing
with her MOTHER, forties, a healthy and vibrant woman.

		JULIA
		(cont'd)
	Sure do miss you.

Above her, a CEILING FAN rotates. Creating a soft HUMMING.

EXT. WESTWOOD - APARTMENT BUILDING - DAY

Julia walks out of the building where her father, GUY LEVIN, an older man with a kind
face, waits. Connor is checking his reflection in the car window, adjusting his
tie, fussing with his hair.

		GUY
	You ready?

		JULIA
	All set. I packed up everything.
		(remembering)
	Oh, except Mom's clock -- I think there's something wrong with it.
	It's not telling the right time.

		GUY
	I'll get it fixed. Probably just needs a few new parts.

Guy smiles at Julia for a moment. Very warmly.

		GUY
		(cont'd)
	You look just like your mother.

Julia is momentarily uncomfortable. But she recovers, smiles and kisses
her father on the cheek.

		JULIA
	We'll be late.

EXT. UNIVERSITY OF CALIFORNIA, LOS ANGELES - CAMPUS - DAY
Students dressed in graduation caps and gowns are gathered on the campus grounds.

Julia stands by herself, taking pictures with a professional Nikon camera. She
focuses the camera upon ...

TERRY ALBA, 22, beautiful and sexy. Very particular and demanding. She smiles
perfectly as Julia snaps the picture. But her boyfriend, SAM BURNSIDE, cute and
mischievous, sporting pink hair and loud clothes, makes a face.

Winding her film, Julia searches a moment, then smiles. Raising her camera lens, she
snaps a picture of ...

PAUL LOOMIS ...

Early twenties. Dark hair. Strapping and perfectly handsome. He wears a blue and gold
striped tie with his starched white shirt and graduation gown.

He kisses her. Passionate and gentle.

		PAUL
	You packed up?

		JULIA
	Ready to move in. I'll be storing some of the stuff you've already got.
	Television. CD player. Microwave.

		PAUL
		(suggestively)
	Bed.

Julia smiles at him.

		JULIA
	Bed.

		PAUL
	Med School doesn't start until August. At least not for the freshmen, so we've got
	plenty of time to see Europe, take the car trip up north ...

		JULIA
	I hope it won't be a drag.
	There's a lot of stuff to move out of my mother's cabin.

		PAUL
	Our friends will be there. It'll be fun.

		JULIA
	I hope so.

Beat.

		PAUL
	You okay?

		JULIA
	Tense.

		PAUL
	Would it help if I massaged your breasts?

		JULIA
	No.

		PAUL
	Because it would help me.

		JULIA
		(stifling laughter)
	Maybe later.

The students start forming into lines.

		JULIA
		(cont'd)
	Hey, I saw your Mom and kid sister. Where's your Dad?

Beat.

		PAUL
	He's not coming.

		JULIA
	But it's your graduation.

Paul shrugs again. A brief sting of hurt on his face.

		PAUL
	Wasn't a good enough reason in High School either.

Paul looks away. Julia knows how painful this is and won't insult him
by trying to diminish it.

Julia smiles and runs her finger across his tie knot.

		JULIA
	I like your tie. UCLA colors.

		PAUL
	School spirit. I am a Bruin.

The lines start moving towards the stadium. Hundreds of CHEERS rise up from the
graduating students.

As she walks, a sound draws Julia's attention. Standing on the lawn is a SMALL
BOY, no more than four years-old, SOBBING and clinging to his mother's legs.

Julia stops walking as she gazes at the child. The line comes to a halt behind her.

		PAUL
		(cont'd)
	Julia.
	We can't graduate unless you move.

		JULIA
	Sorry.

She stalks walking again. Paul puts his arms around her.

EXT. SAM'S HOUSE - GARDEN - DAY

A big, traditional house nestled in the hills. PARENTS and graduating STUDENTS
exchange polite conversation in the yard.

EXT. SAM'S HOUSE - BACK PORCH - DAY

Sitting between a pair of open french doors is "the gang" consisting of Julia
and Paul and Terry and Sam. They throw around conversation, ignoring the party.

		TERRY
	It's secluded?
	Nobody said anything to me about the cabin being secluded.

		JULIA
	I said it was a cabin in the woods.
	I thought seclusion was a given.

		TERRY
	I'm no good out in the woods. You know what lives in the woods?
	Animals that sting. Animals that bite.

		PAUL
	So avoid the animals.

		JULIA

	I really appreciate you guys helping me.
	I couldn't move everything alone.

		SAM

	Hey, it's our last chance to be together. Terry and I are excited.
		(turns)
	Aren't we, Ter?

She's not excited.

		TERRY
	Can I bring my cotton bedsheets to the cabin? If I try to sleep
	in anything but cotton, I get hives.

		JULIA
	Whatever makes you happy.

Sam grabs a large drawing pad from the steps. He opens it.

		SAM
	Speaking of which, I've got your graduation gift. As specified.

		JULIA
	Let's see.

Sam holds up a sketch of Clark Kent changing to Superman.

		SAM
	Like it?

		JULIA
	It's great. Thanks Sam.

Paul checks out the drawing. His nose crinkles.

		PAUL
	Superman? Why'd you want a drawing of Superman?

		JULIA
	He's very attractive.

		PAUL
		(staring)
	You're kidding.

		JULIA
	No.

		PAUL
	He's not even real.

		JULIA
	I think most women tend to wonder if Superman is super in every way.

		TERRY
	I don't.

		PAUL
	You see. There goes your argument.

		TERRY
		(thoughtfully)
	But Spiderman has a nice ass.

Off everyone's LOOK --

		TERRY
		(cont'd)
	What?

INT. SAM'S HOUSE - BATHROOM - DAY

Julia
finishes washing her hands. Dries them. Grabbing her camera and the drawing,
Julia opens the bathroom door ...

INT. SAM'S HOUSE - HALLWAY - CONTINUOUS

...
and freezes. Standing within an open bedroom is ...

A
BLOND STUDENT.

Another
college graduate. Tan and attractive. Dressed exactly like Paul -- identical
white shirt, gold and blue striped tie. He pulls off his tie and unbuttons his
shirt.

Julia
doesn't move.

The
student peels off his shirt. Her eyes are drawn to a Superman "S"
insignia tattooed on his shoulder.

The
student catches sight of Julia in the hallway. Her face turns bright red
immediately. She starts to laugh.

He
smiles at her. A bit flattered. Flirting.

		STUDENT

	Changing
into something more formal.

He
holds up a pair of ripped jeans.

Julia
backs down the hallway. Still laughing. Embarrassed.

		JULIA

	I'm
sorry. I was just using the ...
		(laughs)

	Really.
I'm sorry.

		STUDENT

	I'll
forgive you this once.

She
quickly leaves.

The
blond student watches her go. A grin on his face.

EXT. SAM'S HOUSE - BACK YARD - DAY

Julia
walks out the back door. Stifling her laughter.

Paul
is talking with Guy on the lawn. Julia SNAPS a picture of them together, winds
her film, and notices ...

A
LITTLE GIRL ...

Sweet
and innocent. Sitting on a bench. Motionless.

Julia
walks towards her. The little girl is staring across the lawn at a pool shed.
Transfixed. A group of children are playing on the grass in front of it.

The
girl becomes aware of Julia's presence and turns around.

		JULIA

	Hi.

		GIRL
		(quiet)

	Hi.

Silence.

		JULIA

	You
sitting here all by yourself?

The
girl slowly nods "Yes."

		JULIA
		(cont'd)

	Don't
you want to play with the other kids?

The
girls shakes her head "No."

		JULIA
		(cont'd)

	Want
me to leave you alone?

The
girl shakes her head "No."

More
silence.

		JULIA
		(cont'd)

	Want
to mix this up and ask me something?

The
little girl notices the camera.

		GIRL

	Are
you taking pictures for Sam's family?

		JULIA

	No,
I'm just ...
		(then)

	I'm
a friend of Sam's. But I'm also a photographer. I take pictures.

Beat.

		GIRL

	Will you take a picture of me?

		JULIA

	Why?

		GIRL

	So you won't forget me.

		JULIA
		(surprised)

	Why would I forget you?

		GIRL
	Because they're coming for me.

A long beat. Julia sits next to her.

		JULIA
	Who is?

		GIRL
	The monsters.

		JULIA
	What monsters?

		GIRL
	There. Behind the door.

The girl points towards the pool shed. The rusted door of the shed is slightly
open. Just a crack.

		JULIA

	Those
other kids don't look too scared.

		GIRL

	They
should be.

Beat.

		JULIA
		(playing along)

	So
how come only you can see them?

THE
GIRL LEANS FORWARD AND SPEAKS IN A HUSHED WHISPER.

		GIRL

	Because
I know they're real. I used to have a little brother, but they came and
got him. Now my parents say I never had a brother before.
		(pause)

	Soon
... my parents won't remember me either.

Something
about the girl's tone of voice is unnerving. As if she's resigned herself to
this.

A
slight wind HISSES through the trees. The girl rises.

		GIRL
		(cont'd)

	I
gotta go. They know I'm talking about them.

		JULIA

	Wait
a second.

Julia
SNAPS a picture of the girl.

		JULIA
		(cont'd)

	Feel
better?

The
girl stares at her.

		GIRL

	Are
you scared of monsters?

		JULIA

	No.

Beat.

		GIRL

	I
am.

The
girl turns and runs across the lawn.

Julia
is left sitting on the bench. She glances over at the pool shed again. Raises
her camera and focuses on the door which is still cracked open.

She
snaps the picture.

CLICK!

INT. PAUL'S APARTMENT - NIGHT

Julia
and Paul are romantically entangled as they enter the apartment. A little
drunk. Kissing and frolicking. She strips off his jacket and tie. Paul abruptly
stops.

		PAUL

	Wait
a minute ...
		(grabbing both sides of his shirt)

	This
is a job for ...

Paul
rips his shirt wide open. Buttons popping everywhere. They both start laughing.
Joining together, he guides her towards the bathroom.

The
wind gently HISSES on the balcony. Windchimes spinning.

INT. BATHROOM - NIGHT

A
cloud of hot steam. The soothing rush of warm water running over tanned and
naked skin.

Julia
stands underneath the shower, her body relaxing into Paul's chest, his muscular
arms encircling her body, his lips buried in her neck and shoulders. Her eyes
are shut. Her expression is calm.

INTERCUT
- BLOND STUDENT

Standing
in the guest bedroom at Sam's house. Young and muscular. Bathed in sunlight.
The tattoo on his shoulder.

BACK
TO JULIA

Her
eyes still pressed closed. Smiling a little.

Water
continues rushing from the shower head, creating a HISS that eventually becomes
THE ROAR OF THE OCEAN.

					DISSOLVE TO:

EXT. PACIFIC COAST HIGHWAY - DUSK

The
setting sun blushes crimson across the rolling waves of the Pacific. Streaking
along the highway is a RANGE ROVER, packed with luggage, headlights on.

INT. RANGE ROVER - DUSK

Paul
sits behind the wheel. He's bopping and RAPPING with Sam to HIP-HOP that BLARES
from the speakers. Very energized.

Julia
sits on the passenger side, leaning against the window, trying to shut out the
music. Terry looks just as miserable. Finally, Julia turns off the radio.

A
silent beat. The guys catch their girlfriends' expressions.

		PAUL

	Sorry.

		SAM
		(overlapping)

	Sorry.

Terry
leans forward between the seats.

		TERRY

	So
the cabin has electricity, right? And plumbing? Everything we need?

		JULIA

	Uh-huh.

		TERRY

	So
it has everything.

		JULIA

	It
has everything.

		SAM

	Wait
a minute. I hear a shoe about to drop.

		JULIA

	Except
a phone.

		SAM

	BAM!
There it is.

		TERRY
		(scandalized)

	I
need a phone. It's like family to me. Mom, Dad, my brother .... phone.

		JULIA

	So
you're roughing it.

		TERRY

	The
last time I tried to rough it, I was in therapy for a year. Why didn't your
mother have a phone?

		JULIA

	I
guess she wanted to be left alone.

	At
least until she got sick.

Paul
looks to her.

		PAUL

	This
won't be too hard on you, will it?

	Staying
at her place?

		JULIA

	It's
okay. I'm enjoying this.

Julia
smiles at him. Paul smiles back.

		PAUL

	Good.

He
switches the radio back on and continues RAPPING with Sam. Julia and Terry both
stare straight ahead, ears pounding. This is turning into a LONG trip.

EXT. FOREST ROAD - NIGHT

Paul's
Range Rover makes its way down a long, winding road. The Rover's headlights
illuminate the woods lining the road on both sides.

INT. RANGE ROVER - NIGHT

The
inside of the Range Rover is dark. Only the faint glow from the dashboard
lights provides any ambient illumination. Sam and Terry are snuggled together
in the back seat. Everything is quiet.

Julia
is thinking. Finally, she breaks the silence.

		JULIA

	Do
you believe in monsters?

A
beat. Everyone else in the car trades looks.

		PAUL

	We've
been in the car too long.

		JULIA

	I'm
just asking.

		PAUL

	Like
what? The Boogeyman?

		JULIA

	The
Boogeyman. The thing under the bed. The monster hiding in the closet.

		TERRY

	What
made you think of that?

		JULIA

	A
little girl at Sam's house. She was convinced there was a monster trying to get
her.

		PAUL

	You're
saying you believe her?

Julia
is suddenly on the spot. She backtracks.

		JULIA

	Of
course I don't. There are no monsters. Not really.

		SAM

	Sure
there are. Ted Bundy. Son of Sam.

	Ed
Gein.

		TERRY

	Who
was Ed Gein?

		SAM

	He
was a mass murderer. This old hermit who'd kill people and take the parts he
wanted. Heads. Livers. Intestines. Sex organs.

		TERRY

	Why
did he use the parts for?

		SAM

	Everything.
The police found a skull that was used for a soup bowl. Faces were stuffed and
mounted like hunting trophies on the wall. Bones were used for furniture.

		PAUL

	He
also wore their skin. Like clothes.

Terry
recoils into her seat. Grossed out.

		TERRY

	Sorry
I asked.

		SAM

	You
wanted proof. There it is.

		JULIA

	But
it's not like he's a monster under the bed.

		SAM

	So?

		JULIA

	So
why are kids afraid of that?

		SAM

	Because
they live in a completely different world than we do.
		(then)

	Think
about it. Why do kids pick up on things that we can't? ... Bumps in the night?
... footsteps in the hallway? ... A thumping inside their closet?

		PAUL

	Overactive
imagination.

		SAM

	Wrong.
Perfect awareness.
		(beat)

	Kids
have a perfect awareness of everything around them. Every sound.
Every shadow.

Everything
gets quiet.

		SAM
		(cont'd)

	The
Boogeyman could be real. So could monsters. Just because you've never seen them
doesn't mean they aren't there.

Silence.
The car engine purrs softly. This is starting to make sense. And it's spooky.

		PAUL

	All
right. I'm creeped out. But my bullshit alarm is going off.

		SAM

	You
just can't handle it.

		PAUL

	Right.
Because it's bullshit.

		JULIA

	Serial
killers aside, my take on this subject is very simple. If I don't have a
picture of it -- it's not real.

		TERRY

	Okay,
is this conversation like a radio station? Can we just change the channel?
Because personally, I'd like to get to sleep tonight.

Terry
has just finished saying these words, when --

AN ANIMAL runs out of the woods into the
middle of the road. A black shape in the headlights. Eyes flashing in the dark.

		PAUL

	JESUS
CHRIST!

Paul
SLAMS on the brakes. Too late.

WHAM!
The RANGE ROVER SMASHES into it,
throwing the shape into a ditch at the side of the road.

The
Range Rover swerves and comes to a SQUEALING HALT.

INSIDE
THE ROVER

Everyone
catches their breath. A moment of dead silence.

		PAUL
(cont'd)

	Everyone
okay?

		TERRY
		(nods)

	We're
fine.

		JULIA

	What
was that?

		PAUL

	I
think it was a dog.

Julia
unlocks her door.

		JULIA

	We'd
better check the car.

She
steps out of the Rover. The others follow.

EXT. FOREST ROAD - NIGHT

The
hazard lights are switched on. Paul walks around to the front of the Rover.

The
bumper is dented.

		PAUL

	Look
at that. There's a couple thousand dollars out of my wallet.

		TERRY

	You
can probably get someone to pop it back.

		PAUL

	Sure.
For a couple hundred dollars.

Sam
looks down the road. He can barely make out a large form resting lifeless in
the ditch.

He
starts walking towards it.

		JULIA

	I'm
sorry about your car, Paul ...

		PAUL
		(begrudging)

	Yeah,
well. Shit happens.

The
conversation becomes distant as Sam walks slowly up the road, moving past the
yellow flashing HAZARD LIGHTS which CLICK rhythmically ... click, click, click
...

Sam
approaches the ditch. Darkness is all around.

....
click ... click ... click ...

He
kneels down alongside the body of the animal. Very little is visible of the
corpse except for its dark, mangled form sprawled across the dirt.

Sam
picks up a stick and pokes at the body. Nothing happens.

He
pokes at the corpse again.

The
hind legs of the corpse suddenly twitch. A reflex action. Sam leaps back. The
life nearly scared out of him.

A
flap of hairless skin slides away from one of the animal's hind legs. Sam leans
forward to get a better look, becoming simultaneously repulsed and fascinated.

		SAM

	Hey
guys!

		PAUL

	What?

		SAM

	Take
a look at this.

		JULIA

	Is
it a dog?

Sam
glances at the dead corpse and back to his friends again. He looks shaken.

		SAM

	I
don't know.

The
rest of the group moves down the road. A weird unease has started to settle in.

Paul
and Julia kneel down in front of the corpse. It's almost unrecognizable. The
darkness smothering the road keeps them from getting a handle on any of the
body's features.

		PAUL

	It
looks like a dog to me.

		SAM

	Did
you see the leg?

		PAUL

	What
about it?

Sam
takes the stick and gently pushes away the flap of torn skin for a better look.
The group leans forward.

A
deep bleeding wound has been exposed. Through the torn flesh and blood pumping
over charcoal skin, the group can see bones flashing into the moonlight. But
intermingled with the animal's skeleton are ...

PIECES
OF METAL ...

Glittering
and clean. A series of connected stainless steel threads and pallid bone that
have grown together.

		SAM

	Ever
seen anything like that?

		PAUL

	No.

		SAM

	It
looks like steel. Like someone put steel into its body.

		PAUL

	I
don't think it was put in there. It looks like it grew that way.

		JULIA

	That's
impossible. What kind of animal has steel in its skeleton?

Terry
steps forward tentatively.

		TERRY

	What
are you looking at?

		JULIA

	Are
you sure it's dead?

		PAUL

	Come
on, honey. It's a dog. Not a zombie.

		SAM

	Julia?
Where's your camera?

		JULIA

	It's
in the car.

		PAUL

	I've
got it.

Paul
races back to the Range Rover and opens the passenger door. He withdraws
Julia's camera.

Julia
takes a step back into the middle of the road. The wind is sifting through the
trees, creating a soft HISSING noise as the branches dance and twist in the
shadows.

Paul
returns and hands the camera to Sam.

		SAM

	You
want to turn it over?

		PAUL

	I'm
not touching it.

Sam
kneels down. He points the camera and shoots.

The
camera flash cuts through the darkness and falls upon the corpse. But only for
a millisecond of clarity.

Twisted
metal. Skin. Appendages. Madness.

Both
of the young men stand frozen, thunderstruck, staring down at the misshapen
shape in front of them. A long period of amazed silence follows.

		SAM

	That's
wrong. That's all wrong.

Paul
shakes his head.

		PAUL

	That's
not a dog.

		TERRY
		(stunned)

	What
were those things coming out of its back?

Paul
starts recoiling. His stomach is getting weak.

		PAUL

	That's
not a dog.

The
cool summer wind WHISTLES through the trees around them.

		SAM
		(sickened)

	That
doesn't even make sense.

		JULIA

	Paul
...

Paul
looks over at her.

		JULIA
		(cont'd)

	Let's
get in the car.

		SAM

	We
need some flashlights.

		TERRY
		(hushed)

	Screw
the flashlights.

		SAM

	What
the hell is it?

		PAUL

	Dude.
We're outta here.

Julia
and Paul walk briskly to the Range Rover. Sam and Terry follow them, glancing
back over their shoulders.

		SAM

	What
the hell is it?!

Paul
tosses the camera into the Rover's back seat. He SLAMS the door shut. Julia
opens the front passenger door.

A
soft THUMPING from the woods. Almost like footsteps.

		JULIA

	Get
in the car.

Julia
hops into the front seat and SLAMS her door.

INT. RANGE ROVER - NIGHT

The
atmosphere is quickly turning into panic. Paul jumps behind the wheel as both
Sam and Terry close their doors.

		SAM

	I
want to know what that thing was.

Paul
presses the automatic door lock. THUNK.

		JULIA

	Paul,
start the car.

		PAUL

	Keys
...

He
searches his pockets. They're empty. He checks his jacket.

		SAM

	I
want to know what it was.

		PAUL

	Will
you shut up?

Paul
fishes out the car keys from his jacket pocket. He starts the ignition. The
engine ROARS to life.

		JULIA

	Go.

A
heavy THUMP. Right outside the back window. Sam and Terry instinctively look
towards the rear hatch.

		TERRY

	There's
something behind the car.

		JULIA

	GO!

Paul
hits the gas.

EXT. FOREST ROAD - NIGHT

The
Range Rover disappears into the night.

The
calm and unnerving quiet of the woods are left behind. The wind WHISTLES
softly.

EXT. SANTA MIRA - FAST FOOD RESTAURANT - NIGHT

A
fast food joint at the side of the road.

INT. FAST FOOD RESTAURANT - NIGHT

Everyone
is sitting quietly at a table. Fast food leavings are littered across their
plastic trays. Nobody is saying anything or looking at one another.

Finally
...

		SAM

	I
want to get the body.

Everyone's
face drops into shock. Paul almost laughs.

		PAUL

	You
do that. We'll wait for your ass right here.

Sam
leans forward in his seat. Intense.

		SAM

	Nothing
about that thing looked right. Absolutely nothing. There was metal in its
skeleton.

		TERRY

	Maybe
it wasn't metal. It might've just looked like metal.

		SAM

	There
were fucking gears, for Chrissake.

		PAUL

	Fine.
Go back out there. Do whatever the hell you want. But count me out. I'm done.

		JULIA

	We've
already got a picture, Sam.

		SAM

	Let's
get a few more then. I want to get a good look at that thing up close.

		TERRY
		(adamant)

	I'm
not going back there.

		SAM

	Let
Julia decide. It's her camera.

The
group stares at Julia. She remains silent.

		PAUL

	Your
call.

Julia
stares back at all of them. A moment.

A
small CHILD begins CRYING and SCREAMING in the restaurant. Julia flinches at
the unexpected sound, glancing over at the child's parents as they quiet him
down.

She
rises from the table.

		JULIA

	I
have to use the bathroom.

She
walks straight into the bathroom.

After
she's gone ...

		TERRY

	I'm
not going back there.

INT. FAST FOOD RESTAURANT - BATHROOM - NIGHT

Large
and poorly lit. Several closed bathroom stalls face a row of sinks and a huge
mirror.

A
toilet FLUSHES. Julia leaves one of the stalls and pulls the door closed behind
her. She moves to the mirror, washes her hands, and retrieves a brush from her
purse.

Water
DRIPS from one of the leaky pipes in the bathroom while the fluorescent bulb
over the mirror CRACKLES softly. Julia is about to brush her hair, but
something unnerves her. She cocks her head slightly. A feeling.

She
turns around and checks out the bathroom. The doors to the stalls are all
closed shut. Empty and quiet.

She
starts brushing her hair. A few moments pass. Then, she stops and listens to
the water DRIPPING from the pipe. Julia turns back around and looks at the
bathroom.

One
of the stall doors all the way at the end is now slightly open. Not much. Just
enough to reveal a patch of darkness and gloom within.

The
sound of water dripping abruptly stops. Silence follows.

Julia
looks like she's about to crawl out of her skin. She quickly shoves her brush
back into her purse and leaves.

INT. FAST FOOD RESTAURANT - NIGHT

Julia
walks towards her friends as they collect themselves. Everyone is slow getting
their stuff together.

		JULIA

	I
want to leave.

		PAUL

	Hold
up. We're coming.

The
CHILD starts CRYING again. Pointing at the bathroom.

This
disturbs Julia further.

		JULIA

	Paul?

		PAUL

	Okay.
Slow down.

The
group leaves the table.

EXT. FAST FOOD RESTAURANT - PARKING LOT - CONTINUOUS

The
group emerges from the restaurant. The parking lot is almost deserted. No
people are in sight.

Julia
moves leisurely towards the Range Rover, just ahead of Terry and Sam -- but
she'd walk a lot faster if Paul's arm weren't draped around her shoulder. She
looks tight and nervous. Her eyes scanning the parking lot.

The
cars are empty. Sidewalk litter dances in the wind.

Inside one of the parked cars, a featureless
SHAPE is sitting behind the wheel. The shape turns and stares at them.

Everyone
piles into the Range Rover. Julia throws a nervous glance back at the SHAPE in
the car.

He's
still watching them.

Everyone
piles into the car.

INT. RANGE ROVER - CONTINUOUS

Paul
starts the engine and pulls out of the parking lot. Julia relaxes into her
seat, relieved.

EXT. SANTA MIRA - TOWN STREET - NIGHT

The
Range Rover heads off into the woods.

EXT. CABIN - NIGHT - ESTABLISHING

A
rustic home surrounded by huge pine trees and beach grass overlooking the
ocean. There are no neighbors in sight. Paul's Range Rover is parked out front.

INT. CABIN - BASEMENT - NIGHT

The
basement is saturated in a bright red light. Julia is developing a photograph
within a small basin. Paul and Terry are seated on the stairs. Sam is pacing.

		SAM

	How
much longer?

		JULIA

	Thirty
seconds. It's coming out.

		SAM

	I
still think we should get the body.

	We
could drive out there, haul it into the car ...

		PAUL

	I'm
not loading that thing into my car.

	I
don't give a shit what it is. It's not coming back here.

Julia
lifts the developed picture out of the basin.

		JULIA

	Done.

She
switches on the light. The group crowds around her.

		SAM

	What
is it? What does it look like?

The
photograph is blurred. The body is indistinguishable.

		JULIA

	Damn.

		SAM

	What
happened to the picture?

		JULIA

	Out
of focus.

		SAM

	What
do you mean it's out of focus? I took the picture. The flash went off.

		JULIA

	Sam,
this is a professional camera with a zoom lens. You can't just point and shoot.

A
quiet moment as they stare at the picture.

		PAUL

	Well,
so much for that.

Sam
looks at the picture, then at his friends. With a look of somber frustration,
Sam quietly turns and charges up the stairs, taking two at a time.

After
he's gone ...

		TERRY

	It's
not a big deal. Whatever it was.
		(then)

	He'll
get over it.

EXT. SANTA MIRA COASTLINE - BEACH - DAY

Cloudy
and overcast. A set of colorless waves CRASH into the rocks. Sam and Julia and
Terry walk just beyond the rippling surf, arguing with each other.

		SAM

	I
can't get over it. That thing looked wrong. Completely wrong.

		JULIA

	Of
course it looked wrong. Paul rammed it with his car.

		SAM

	What
about the blood? It wasn't red ... it was black -- it was like ... oil
coming from a busted engine.

		JULIA

	I
must've missed that.

		SAM

		Let's find it. Cut it up. Study it.

		TERRY
		(measured)

	Sam,
I realize that you're an extroverted comic book artist and I'm a neurotic. But
it's only now at this moment that I'm wondering why we're dating.

Sam
turns back to Julia --

		SAM

	I'll
pay you to take me back.

		JULIA

	You
don't have to pay me. Take the car.

		SAM

	The
Rover's a shift. I can only drive an automatic.

		JULIA

	Ask
Paul.

		SAM

	He's
out running. Besides, you heard him last night. He'd never do it.

Julia
stares at him.

		JULIA

	It's
a dead animal.

		SAM

	So
come with me. You take the pictures this time. If it's just a dead animal, then
you're right and I'm wrong. But if it's not, we've got a picture of it.

		JULIA

	A
picture of what?

Beat.

		SAM

	A
monster.

A
set of foaming waves HISS as they slide along the sand.

Julia
stands with her arms folded. There's something really creepy about it which she
doesn't want to admit.

		JULIA

	Monsters
don't exist.

		SAM

	What...?
		(pause)

	Sayin'
yes ... or saying no?

Julia
stares at him, deadpan. Sam just stares right back.

EXT. FOREST ROAD - DAY

The
same lonely stretch of road from the night before.

The
Range Rover appears around a corner and pulls over to the side of the road.
Julia opens her door, camera in hand, and gets out. Sam follows her lead.

		SAM

	This
is it?

		JULIA

	I
think so. You can see the way the road turns sharply to the left. The rest of
the drive was straight.

		SAM

	You've
got film, right?

		JULIA

	A
new roll. You can have all the pictures you want.

Julia
and Sam start searching the ditch. Feet crunching in the dirt. Moving away from
the car.

A
soft THUMP echoes from somewhere in the woods. A place just beyond the wall of
pine branches and shrubbery that shivers in the breeze.

Sam
and Julia look around. They wait. Nothing. Nobody.

		SAM
		(slight grin)

	The
Boogeyman lives here.

		JULIA

	So
will you if you keep talking like that.

They
keep walking. A beat passes.

		SAM

	Julia?
Can I ask you something?

		JULIA

	Go
ahead.

		SAM

	Last
night on the road, after I took the picture and we started walking to Paul's
car, did you have the same feeling?

		JULIA

	What
feeling?

		SAM

	That
we were being chased.

Julia
doesn't say anything.

She
stops cold in her tracks. Just ahead of her, resting motionless in the ditch,
is ...

A
BODY ...

Swathed
in dark fur, twisted at a pathetic angle, huge gashes in its side. The corpse
of a Doberman pinscher. Flies are
BUZZING and swarming over the dog's open wounds.

Julia
and Sam move towards the dog's lifeless form.

		JULIA

	There's
your monster.

		SAM

	That's
a dog.

		JULIA

	Right.

Sam
kneels in front of the corpse. Waves off some flies.

		SAM

	That's
not what I saw.

		JULIA

	I
don't see any other corpses on the side of the road, do you?

A
long moment. Sam stares back down at the Doberman's body.

		SAM

	That's
not what I saw.

CLOSE
ON THE DOG

Eyes
slightly open. A misshapen form plagued with flies.

The
sound of INSECTS SWARMING drowns out the WIND HISSING through the trees.

EXT. FOREST - WALKING TRAIL - DAY

Paul
is jogging through the woods. A light mist hangs in the cool air. The sounds of
the forest surround him.

Suddenly,
the birds stop singing. Paul becomes aware of this. He stops running and looks
around. The forest is deathly still.

The
sound of a TWIG being crushed underfoot. Then nothing.

Another
moment. Paul keeps going, a chill on his spine, looking back over his shoulder.

EXT. SANTA MIRA - TOWN SQUARE - DAY

A
picture postcard community consisting of quaint storefront shops and manicured
parks.

Paul
stands right in front of a freshly painted realty office building with a
picketed fence, sipping a Coke, watching a HOMELESS WOMAN across the street screaming and shouting at traffic. She's right next to the parked Range
Rover.

Julia
walks out of the realty office.

		PAUL

	Finished?

		JULIA

	Done.
The cabin has a buyer.

		PAUL

	What
about the movers?

		JULIA

	They're
coming on Sunday afternoon so we'll have to start packing.

The
homeless woman starts walking off down the sidewalk. Moving away from the
Rover's parking space.

		PAUL

	Good.
She's leaving. I thought we were gonna have to make a run for the car.

		JULIA

	I
feel sorry for those people.

		PAUL

	Me
too. But that doesn't mean I want to get screamed at.

		JULIA

	People
are ignoring her. Maybe that's the only way she can get attention.

		PAUL

	She's
doing a good job. Kept me away.

They
start crossing the street towards the car.

		JULIA

	How
does someone end up like that?

		PAUL

	I
think we're witnessing it first-hand with Sam. What did you guys find on the
road anyway?

		JULIA

	A
dog.

Paul
stares at her. Surprised.

		PAUL

	Really?

		JULIA

	Yeah.
Personally, I'm glad we didn't find Frankenstein's monster.

		PAUL

	You
just like being right.

		JULIA
		(grins)

	Damn
straight.

EXT. CABIN - WALKING TRAIL - DAY

Sam
heads away from the cabin, his drawing sketch pad under his arm, moving into
the woods.

INT. CABIN - BASEMENT - DAY

A
picture is lifted out of the developing basin. The shot of the little girl from
the party. Her expression is distant. Tortured.

Bathed
in the red light, Julia gazes at the picture for a moment, then places it to
the side. She goes to work on the next piece of developing paper into the
basin. She waits. Rocks the basin a bit.

The
TIMER in the basement TICKS.

The
picture starts to manifest. The photo of the children and pool shed at Sam's
house.

Julia
frowns slightly. Something is wrong with the photograph as the details become
more tangible. She lifts the photo out of the basin. Mystified.

CLOSE
ON: THE PHOTO

Standing just inside the shed's door is a
BLURRED FIGURE. Featureless. Barely distinguishable. Hiding in the dark.

EXT. WOODS - WALKING TRAIL - DAY

Sam
is sitting on a fallen tree trunk, sketching on his drawing pad with a feverish
intensity.

CLOSE
ON: THE DRAWING

A
rough drawing of the animal's leg, intertwined with steel rods and metal
threads which culminate in a large pulley where the hip bone should be.

INT. CABIN - LIVING ROOM - NIGHT

A
warm and comfortable cabin. Simple and subdued.

Paul
is seated on the couch, typing into his powerbook which is hooked up into a
phone jack in the wall. Julia stands next to him, holding the photograph.

		JULIA

	I've
never seen anything like this before. I thought it might be a flaw in the
negative, but now I'm not so sure. Will you take a look?

		PAUL
		(not paying attention)

	Okay.

He
keeps watching.

		JULIA

	Today.

		PAUL

	I'm
busy.

		JULIA

	You're
in a chat room with a bunch of strangers.

		PAUL
		(defensive)

	They're
friends.

		JULIA

	Oh
yeah? What are their last names?

	They
sit face to face. Paul is speechless for a moment, then impatiently takes the
photograph and looks at it.

		PAUL

	I
don't see anything.

He
puts the photo down and gets back to the chat room.

		JULIA

	You
didn't even look.

		PAUL
		(he didn't)

	I
looked.

		JULIA

	There's
somebody in the shed. I couldn't see it when I took the picture, but now it's
there.

		PAUL

	I
know. Usually when you take a picture, you can't see a blur.

Paul
smiles at her. Completely smug. Julia stares right back.

		JULIA

	Give
your "friends" my best.

Julia
takes the photograph and leaves. Paul types into his computer: "JULIA
SENDS HER BEST." The message pops up next to his user name. Within
seconds, several other user names in the chat room respond with "WHO'S
JULIA???"

INT. KITCHEN - NIGHT

Terry
is sitting on the counter, twirling her hair and chatting on a CELL PHONE.
Julia enters the kitchen.

		TERRY
		(on the phone)

	I'm
not kidding, Dana. There's no phone.
		(beat)

	There's
a jack and the phone line works, but there's no phone. Uh-huh.
Paul was able to get on the internet. I'm using his cell.

		JULIA
		(quietly)

	I
need you to look at something.

Terry
nods.

		TERRY

		Hold on.

		JULIA

	Here.

Julia
holds out the picture. Terry looks it over briefly.

		TERRY
		(polite)

	Nice
picture.

She
gets back to her phone conversation.

		TERRY
		(cont'd)

	I'm
back.
		(beat)

	I
don't know if he has any free minutes, but he definitely won't after this
conversation. Uh-huh. Thank God for AirTouch.

Frustrated,
Julia takes the picture and leaves the kitchen.

EXT. CABIN - FRONT PORCH - NIGHT

The
air is completely still. A hush has fallen. The only sound is the ocean and crickets chirping in the grass.

Julia
wanders outside holding some of the developed photographs from the party. Sam
is sitting on the front steps, working on his drawing.

		JULIA

	Sam?
Could you look at...

Sam
looks up from his drawing pad.

		SAM

	What?

Beat.

		JULIA

	Never
mind.

Julia
sits on the porch glider and looks through the photos. The little girl looking
back over her shoulder. The blurred shape inside of the shed.

A
moment passes. Julia shuts her eyes as a slight breeze comes up. She slips into
a dream-like state, calm and relaxed, before opening her eyes to find ...

THE
BLOND STUDENT

Sitting
back on the hood of a sports car. Wearing a white tank top undershirt. The
tattooed "S" insignia visible on his shoulder. Bathed in soft
moonlight. He even looks good in the dark.

Their
eyes meet. Smiles are traded between them. The wind sifts gently over the
porch.

It's
all very dream-like.

INT. CABIN - BEDROOM - NIGHT

A
spacious bedroom. Typical.

Julia
is already in bed and wearing a night shirt. Paul is grinding out a set of
crunches.

		JULIA

	It
just would have been nice if somebody had looked at it. You were on the
internet. Terry was on the phone. I felt like I was living with a bunch of
machines instead of people.

		PAUL

	Someone's
overreacting.

		JULIA

	Would
you look at it again?

		PAUL

	I
already did. And I still don't see anything.

Paul
gets into bed.

		JULIA

	That
little girl said there was a monster in the shed.

		PAUL
		(kisses her)

	It
was probably another dog. Good night.

He
switches off the light. Paul turns over and goes to sleep.

Julia
sits for a moment in the dark. Alone with her thoughts. She looks over at the
walk-in closet across the room.

The
closet door is slightly open. Just a crack. Not enough to provide any clear
view of what lies within, but just enough for something -- monsters included --
to peek out.

Julia
stares at the closet. Spooked. She knows better, but it's dark and her primal
fears are taking control.

		JULIA
		(to herself)

	Stupid.

She
gets out of bed and tiptoes to the closet, shutting the door. Then she gets
back into bed. Smiling to herself, she goes to sleep.

EXT. CABIN - NIGHT

The
wind is picking up. Trees rustle.

INT. CABIN - BEDROOM - NIGHT

The
clock on the night table reads 3:15 AM. Julia turns over in her sleep and stirs
awake. She groggily looks over towards the closet. Julia practically sits up in
bed.

The closet door is wide open.

A
childhood nightmare come to life. Julia's breathing quickens. She reaches
towards the other side of the bed.

		JULIA
		(a whisper)

	Paul?

Her
hand finds nothing but sheets and empty space. There's nobody there. She
quickly turns to locate her boyfriend. But he's gone.

She
tries to switch on the light. CLICK.

The
light stays off. She tries again. CLICK.

Nothing
happens.

Then,
she hears it. A faint sound. Almost like a shuffling.
The sound of something dragging itself lightly across the floor to the edge of
the bed.

Julia's
throat has gone dry. Carefully, she creeps towards Paul's side of the bed and
checks the floor.

There
is nothing in sight. The only sign of movement are the shadows from the trees
outside.

There
is only one place left to look. Julia cautiously steps down to the floor.
Sinking down on her knees, she gently lifts up the dust ruffle and looks into
the inky darkness underneath the bed. The space is empty.

Julia
drops the dust ruffle and sits up, GASPING.

A
BLACK SHAPE IS STANDING BEHIND HER.

Then,
a familiar voice comes from it.

		PAUL

	Hey
... it's just me.

Paul
switches on the light. He's wearing a UCLA sweatshirt.

		JULIA

	The
light wouldn't turn on.

		PAUL

	Works
now.

Julia
catches her breath. The fear finally draining from her.

		JULIA

	Where
were you?

		PAUL

	I
was cold so I got a sweater from the closet. And I went to the bathroom. Why
were you looking under the bed?

Julia
isn't quite sure how to answer. She's embarrassed.

		JULIA

	I
thought there was something in the room.

		PAUL
		(skeptical)

	Something?
Like what?

INT. CABIN - LIVING ROOM - DAY

SHRRRIIIIPPP.
Packing tape is pulled back from a roll.

Julia
finishes taping up a cardboard box. Terry is packing some books into another
box of her own.

		TERRY

		You thought there was a monster in the room? And
you admitted it?

		JULIA

	I
didn't know what else to say.

		TERRY

	Advice.
When you don't know what else to say, you lie.

		JULIA

	But
I really did hear something.

		TERRY

	You're
worse than my boyfriend.

Julia
looks towards the front door.

Sam
is sitting on the porch steps, sketching on his pad, oblivious to everything
around him.

		JULIA

	He's
in his own world, isn't he?

		TERRY

	That's
an understatement. I have a sinking feeling that sex is out of the question for
this trip.

This
sparks something in Julia. She hesitates, looking through an open doorway where
Paul can be seen packing some clothes. Julia speaks to Terry in confidence.

		JULIA

	Do
you fantasize about other people?

		TERRY

	If
I haven't yet, I probably will by the time we're ready to leave.

Hesitant
beat.

		JULIA

	I've
been fantasizing about a guy.

		TERRY

	Anyone
we know?

		JULIA

	Blond.
Good looking. Nice body.

		TERRY

	I'd
like to know that.

		JULIA
		(hushed)

	He
has a Superman tattoo on his shoulder.

Terry's
mouth drops. The girls move closer together.

		TERRY

	No.

		JULIA

	Yes.

		TERRY

	No.

		JULIA

	Yes.

		TERRY

	When
did this start?

		JULIA

	Sam's
party. I walked out of the bathroom and he was changing out of his suit. He
lost his tie, his shirt ... and then he spotted me.

		TERRY

	What
did you say? Keep going?

		JULIA

	I
got out of there. But I've been fantasizing about him ever since.

		TERRY

	Fuck
yeah. Power to the people.

		JULIA

	But
Paul is the perfect boyfriend. Top to bottom. He's gorgeous. He's smart. He's
gonna be a doctor.

		TERRY
		(continuing)

	He
never gets upset about anything ...

		JULIA

	What
the hell is wrong with me?

		TERRY

	It's
just a fantasy.

		JULIA

	Yeah,
but when I made love to Paul on grad night ... I thought of him.

Terry
stares.

		TERRY

	Wow.

		JULIA

	I
know. Don't tell Paul about this. I'd rather not test the whole "he never
gets upset about anything" part.

		TERRY

	Are
you okay?

		JULIA

	I
don't know. I think I'm flipping out. Seeing things in pictures. Thinking that
there's a monster in my closet.

		TERRY
		(rising)

	You're
being too sensitive. We woke up with our closet wide open and I'm not upset
about it.

Julia
reacts.

		JULIA

	Your
closet was open?

		TERRY

	Having
to wash my hair without an all-natural conditioner. That upsets me.

She
walks out. Julia sits quietly in the living room, left alone with her own
puzzled thoughts.

INT. CABIN - HALLWAY - DAY

Julia
is walking down the hallway. She happens to pass the bathroom door which is
slightly open.

JULIA'S
POV

Within
the bathroom. The BLOND STUDENT is toweling off. Completely naked. The tattoo
plainly visible on his shoulder. His eyes lock on hers.

Julia
REACTS, and runs straight into Paul. She JUMPS.

		JULIA

	Jesus.
You scared me.

		PAUL

	I'm
sorry.

		JULIA

	It's
okay. I wasn't looking.

		PAUL

	I'm
going for a run.

		JULIA

	Okay.
See you when you get back.
		(remembers)

	Oh,
Paul? Don't leave the closet door open anymore, all right?

		PAUL
		(confused)

	Huh?

		JULIA

	The
closet. Last night. You left it open.

		PAUL

	I
closed it after I got my sweatshirt.

		JULIA

	Did
not.

		PAUL

	Serious.
I thought you opened it.

		JULIA

	Wasn't
me.

A
moment.

		PAUL

	Well
damn, Julia. Your monster isn't just noisy, he's also inconsiderate.

He
kisses her on the cheek and takes off. Julia stands alone in the empty hallway,
a chill running down her spine.

INT. BEDROOM CLOSET - DAY

The
door slowly creaks open. Julia stands in the doorway, surveying the closet -- a
cluttered and claustrophobic space despite its size. Clothes draped on hangars.
Cardboard boxes stacked on shelves. Shadows.

Julia
moves inside and pulls a string hanging from a light bulb which acts as a
switch. Tick-tick. The bulb stays dark. She tries again.

Tick-tick.

The
light still won't come on.

Julia
carefully looks through some of the clothes. Nothing. She kneels down and
checks the floor.

A
long CREAKING behind her. The natural light fades.

Julia
looks over her shoulder, a bit skittish, as the closet door eases back towards
the doorjamb. But there's nobody there. Just the faintest hint of a draft.

Julia
keeps searching through the clutter. Moving shoes and boxes out of the way.
Searching.

Then,
she spots something glittering in the ribbon of light coming from the closet
doorway. A small object resting in the corner. Julia reaches down and picks it
up ...

A
PIECE OF METAL ...

Small
and intricate with erratic markings. Twisted and strangely ornate. The shape
and texture of the metal is almost completely alien.

Julia
holds the metal into the light. Extremely curious. Behind her, a shadow moves
...

CRASH.
Julia SCREAMS, dropping the object and whirling around as a cardboard box
SMASHES down behind her. Tumbling from one of the shelves above. Old shoes
scatter across the floor.

Julia
catches her breath. Heart pounding.

On
the floor, the metal object sparkles in the light. A draft HISSES through the
open closet door.

EXT. FOREST ROAD - DAY

The
Range Rover races down the empty road.

INT. RANGE ROVER - DAY

Julia
sits behind the wheel. Her eyes intense. She looks over at the passenger seat
where both her purse and the metal object are located.

EXT. SANTA MIRA - FOREST ROAD - DAY

The
Range Rover streaks out of the woods towards Santa Mira.

EXT. SANTA MIRA - LIBRARY - DAY

Julia
walks up the front steps leading to the library -- a weathered building that
overlooks the town square. A banner hangs over the front entrance. It reads ...

WELCOME TO THE FOUNDER'S DAY FAIR

INT. LIBRARY - READING ROOM - DAY

The
stacks are deserted and still. Julia sits at a reading table, flipping through
a book, surrounded by long rows of bookshelves.

INTERCUT
- THE BOOK

Julia
flips from page to page, allowing momentary glimpses of various drawings:
vampires, werewolves, witches, a ghastly thing crawling out from under a
maiden's bed.

ON
JULIA

as
she puts down the book and grabs another from a stack on the table. She opens
it and starts paging through.

CLOSE
ON - THE BOOK

As
Julia finds a drawing of a sleeping child. Just beyond the bed is an open
closet door, the horrid face a MONSTER watching the child from within.

Julia
shivers down to her soul. A familiar feeling of late.

A
slight SQUEAKING catches her attention. She looks across the reading room to
find --

A
YOUNG BOY

Ten
years old. Tow-haired. Sitting a few tables away but almost directly opposite
her. He's wearing a Superman shirt.

He
smiles timidly and waves. Julia waves back.

A
THUMP behind her. Julia turns and looks over her shoulder. She barely catches
sight of a shadow slipping across the wall in the stacks.

The
SCRAPING of chair legs against the cold floor. Julia looks back towards where
the BOY was sitting. The chair is pushed back and empty.

Another
THUMPING in the stacks. Then silence.

A
feeling of anxiety washes over Julia as she grabs some of the books and leaves.

EXT. CABIN - NIGHT

It's
getting dark. Moonshadows shift across the lawn.

INT. CABIN - LIVING ROOM - NIGHT

Soft
rock seeps from a pair of portable compact disc player speakers. Paul removes a
lid of grass and some zigzag papers and starts to roll a joint. Everyone looks
pretty toasted. Cardboard boxes and candles
are everywhere.

Sam
is sitting off to himself. He's still drawing on his pad. Julia is reading one
of the books from the library.

		JULIA
		(takes a hit)

	Monsters.
Symbols and dream images. Now you see, I don't agree with that. I think
everything has some kind of physical representation. People can't just come up
with this stuff.

		PAUL

	You
did a good job last night.

Julia
hands him the metal object from the closet.

		JULIA

	And
this? What do you make of this?

		PAUL

	Where'd
you find it?

		JULIA

	In
the closet you didn't leave open.

		TERRY

	What's
she talking about?

		PAUL
		(wearisome)

	My
girlfriend believes in the Boogeyman.

		JULIA

	I
never said it was the Boogeyman. Maybe it's some primeval energy that causes a
response in human beings. This could be the physical representation of that
energy.

		PAUL

	Julia.
It's piece of shit.

		TERRY

	I
disagree.

Julia
turns hopefully to Terry --

		JULIA

	Yes?

		TERRY

	It's
the physical representation of a piece of shit.

Pot-induced
laughter. Julia takes back the object.

		JULIA

	You're
not being objective about this. Have either of you ever been scared? Really
scared?

		PAUL

	I'm
scared right now that you've smoked too much.

		JULIA

	Paul
...

		PAUL

	Okay.
Sure. I've been really scared.

		JULIA

	Like
when?

Beat.

		PAUL

	Maybe
when we hit the dog.

Sam
looks unsettled.

		SAM

	You
mean this?

Sam
tosses his sketch pad into the center of the floor. Everyone leans forward,
getting a good look at Sam's detailed drawing of --

THE
ANIMAL LEG ...

Completely
fleshed out with distinct mechanical parts hinged into flesh and bone. Almost
as accurate as a photograph.

		SAM
(cont'd)

	That
thing we hit on the road. It wasn't a dog. It wasn't some primeval force,
either.
		(then)

	It
was a monster.

Julia
picks up the drawing as Paul peers over her shoulder. The picture looks
particularly unsettling in the flickering firelight.

It
almost looks alive.

INT. CABIN - LIVING ROOM - NIGHT

It's
late. The fire is dwindling. Terry and Sam have both passed out. Julia relaxes
on the floor, staring at Sam's drawing while resting in Paul's lap.

		JULIA

	I
can't believe Sam drew this.

		PAUL

	I
can. He's been acting like a freak.

Beat.

		JULIA

	You
think we could've been wrong?

		PAUL

	About
what?

		JULIA

	About
the dog. Maybe the next day when Sam and I went back to the road ... maybe we
found the wrong body.

		PAUL

	Can
we drop this? Please?

		JULIA

	I
just want to know ...

		PAUL
		(clipped)

	Stop.

		JULIA

	I
just want to know what's going on.

		PAUL

	Nothing's
going on. Here, give me the drawing.

		JULIA

	I'm
not done yet.

		PAUL

	Your
hands are shaking. Come on, Julia. Give yourself a break.

She
hands the drawing pad to him. Paul puts it on the couch.

		JULIA

	We
need to talk about this.

		PAUL

	Tomorrow.
Just relax.

Paul
begins stroking her hair. Gently and repeatedly.

		JULIA

	Just
for a minute.

	Julia
looks really tired. She closes her eyes for a moment as Paul's steady breathing
fills the room. The she opens them, turns her head and gazes at ...

	THE
BLOND STUDENT ...

	Sitting
in a chair. Smoking a cigarette. Smiling down at her.

	She
cranks her head and looks deeply into her boyfriend's eyes. He smirks and
gently strokes her hair.

		JULIA
		(cont'd)

	Nice.

		PAUL
		(soft)

	You're
tired. Go to sleep.

Her
breathing becomes more steady.

In
the distance, a SOUND begins to permeate the cabin ...

THE
SOUND OF MACHINES ...

Grinding
and drumming like the churning of a large factory.
A calming and soothing noise, drifting over ...

DREAM SEQUENCE - A SERIES OF SHOTS

Quick
FLASHES OF IMAGES which are strung together:

(a)
A turbine driven by a cloud of pumping steam.

(b)
The Superman tattoo on the Blond Student's shoulder.

(c)
A Doberman running across a road.

(d)
A man limping along wearing leg braces and using steel crutches.

(e)
A woman's hands slipping over a young man's bare chest.

(f)
A back brace being locked into place.

INT. FAST FOOD RESTAURANT - BATHROOM - NIGHT (DREAM SEQ.)

The
stall door at the far end of the bathroom eases open.

INT. ASYLUM - SNAKE PIT - NIGHT (DREAM SEQ.)

THERE
IS NO SOUND except for the HUMMING OF MACHINES.

Julia
stumbles through the snake pit. MENTAL PATIENTS stagger around her. Many of
them are dressed like homeless people. Staring into space. Bodies twitching and
gnawing on their fingers. Lying in their own urine.

Julia
looks skyward towards a SCREEN that doubles for a ceiling. Dark figures are
standing on the screen, looking down at them.

A
pair of ORDERLIES gently take Julia's arm and lead her out of the snake pit.

Julia
looks at the wall as she walks.

JULIA'S
POV - shadows move across the wall. Almost like ripples in water.

But the shadows gradually become the GROTESQUE
silhouettes of HUMAN BODY PARTS -- arms, legs, heads, feet -- hanging and
rocking gently from hooks

INT. CABIN - LIVING ROOM - DAY (DREAM SEQ.)

Blood
trickles down over the Superman tattoo.

INT. FAST FOOD RESTAURANT - BATHROOM - NIGHT (DREAM SEQ.)

Clawed
fingers slide around the open stall door.

INT. ASYLUM - CORRIDOR - NIGHT (DREAM SEQ.)

A
HOMELESS PERSON is having a seizure. Propped against the wall. Shaking
horribly. His head and body are entirely covered with braces that form a metal
exoskeleton.

INT. DOCTOR'S OFFICE - NIGHT (DREAM SEQ.)

A
gynecology exam. A woman's legs are held open by stirrups. A pair of hands
protected by rubber gloves cruelly insert a large alien-looking METAL OBJECT --
which is nothing but sharp tentacles and angles -- between the legs.

INTERCUT
- A SCREAMING FACE

A
woman shrieking through rotting teeth and blood.

INT. ASYLUM - SURGICAL ROOM - NIGHT (DREAM SEQ.)

Julia
steps into the surgical room.

The
LITTLE GIRL from Sam's party is resting on a gurney. Her small body is clamped
down with metal bands. Her blonde curls draped over the edge. Her eyes open and
staring at nothing.

SOMETHING ELSE LURCHES INTO the room. MOVING
IN THE SHADOWS. A SURGEON ENCLOSED IN METAL BRACES AND HOLDING a pair of
ALIEN-LOOKING shears in HIS HANDS.

THE SURGEON OPENS THE SHEARS OVER THE GIRL'S
FOREHEAD.

Julia
tries to scream. No sound comes out. The shears close.

Several
drops of BLOOD ... then a BLONDE CURL ... hit the tile floor.

The
SOUND of the MACHINES is
interrupted by GLASS BREAKING.

INT. CABIN - LIVING ROOm - NIGHT

Julia
lurches awake.

Paul
and Terry are lying immobile on the floor. Hundreds of candles have been placed
throughout the room, bathing the cabin in a dull amber glow.

There
is NO SOUND.

Julia
starts to rise to her feet. Her fingers graze something sharp. She winces and
snatches her fingers away from ...

A
BROKEN WINE GLASS ...

Julia
discovers a small ribbon of blood trickling from her index finger. She sucks on
it, and notices --

SAM
...

Sitting
behind the couch. His eyes are intense as he erases something from his drawing
pad. Julia walks around him until she can see the sketch.

THE
DRAWING IS JULIA'S PORTRAIT.

Sam
erases the picture, working from the shoulders up.

There
is still NO SOUND.

Julia
is dumbfounded. She hears a slight noise coming from somewhere in the cabin. A
small HISSING sound. Soft and unobtrusive.

Julia
looks around. The sound seemed to come from behind her. But there's nothing in
the room. Her friends are still asleep. Sam is concentrating on his drawing.

More
HISSING. Unmistakable this time. A diminutive SCRAPING, almost like fingernails
raking on icy glass, slithering out from a darkened hallway.

She
moves towards the sound.

INT. CABIN - HALLWAY - NIGHT

Julia
creeps into the hallway until she can barely see the rows of bedroom doors. All
of them are closed shut.

The
SCRAPING sound rises up again. Much closer. Behind one of the bedroom doors.
Beckoning.

Julia
reaches out for the doorknob.

INT. CABIN - BEDROOM - NIGHT

The
door opens. Julia's stomach rises into her throat. Terror floods her face.

Resting on the bed is a BODY BAG. So smeared
with blood that the corpse inside isn't visible except for its massive bulk.

Something SCRATCHES on the BODY BAG from
INSIDE.

Julia's
body goes rigid. She can't force herself to move.

The body bag is slowly unzipped from the
inside. Stretching down the length of the plastic until the bag is wide open.
The corpse inside is still hidden.

As
if drawn by some alien force, Julia moves to the bed. Her entire body is
shaking.

She
reaches out and carefully peels back the plastic.

Resting
within the body bag is THE LITTLE GIRL. Eyes puffed shut. Hair slicked with
blood. Her skin is livid. Her face is ghostly white and smeared with crimson
gore.

Julia
is frozen in place. Heart pounding. Terrified.

THE
GIRL'S EYES BLINK OPEN AS SHE SHRIEKS BLOODY MURDER.

INT. CABIN - LIVING ROOM - MORNING

Julia
is startled awake and groggily looks around the room. Paul and Terry are still
in the process of getting up.

		PAUL

	Look
who's up.
		(smiles)

	You
sleep well?

Julia
STARES back. She looks pretty freaked.

		PAUL
		(cont'd)

	Uh-oh.

		TERRY

	I
didn't sleep well either. I dreamt that all these cockroaches were eating my
legs.

		PAUL

	You
want to trade? Right before I woke up, my head exploded and all these snakes
came out.

		TERRY

	Where's
Sam?

		PAUL

	Probably
went to bed.

Terry
nods as she rises to her feet.

		TERRY

		I need a hairbrush. And a facial.

She
stumbles into the hallway. Paul turns to Julia.

		PAUL

	You
had nightmares too?

		JULIA

	Worst
ones I've had in a long time. I thought I was hallucinating.

Paul
winces and rubs his temples.

		JULIA
		(cont'd)

	What's
wrong?

		PAUL

	Headache.
I'll be fine.

Terry
briskly walks out the hallway. She looks alarmed.

		TERRY

	You
guys. Something's wrong.

INT. CABIN - HALLWAY - DAY

The
group walks towards one of the bedroom doors.

		TERRY

	It's
Sam. I can't get the door open.

Paul
tries the doorknob. The door won't budge. Paul KNOCKS.

		PAUL

	Sam,
open up.

No
answer. He POUNDS harder.

		PAUL
		(cont'd)

	Sam?

		TERRY

	He
won't answer.

		JULIA

	Maybe
he can't answer.

Paul
shoves hard against the door. But it still won't give.

		PAUL

	What
about the bathroom door? It connects to your room.

		TERRY

	I
tried it. It's locked.

Paul
turns the doorknob and throws all his weight against the door, trying his best
to bust it down. No such luck.

		PAUL
		(voice rising)

	Sam?

	He
tries again and again. WHOOMPH! .... WHOOMPH! ....

	WHOOMPH!
The door inches open. Just a crack.

		PAUL
(cont'd)

	Help
me out with this.

Paul
and Julia push on the door, forcing it wider.

INT. CABIN - GUEST BEDROOM - DAY

Paul
struggles through the aperture, slipping underneath a mattress that's been
placed against the door, and stumbles into the room.

The bedroom is a disaster area.

Clothes
and smashed glass cover the floor. Mirrors have been shattered. Most of the
furniture and portions of the bed have been piled in front of the door,
creating an almost impassible barricade. The window is wide open, the curtains
billowing in the breeze.

Julia
and Terry make their way into the room. Stupefied.

		PAUL

	Careful
of the glass. Don't step on it.

Total
silence. The group stares at the room. Taking it in. Trying to comprehend it.

		JULIA

	What
happened?

		PAUL
		(frozen)

	You
got me.

EXT. WOODS - WALKING TRAIL - DAY

Paul
and Terry are walking along the trail. Searching.

		TERRY
		(calling)

	Sam?

No
reply. Her words sound hollow in the empty forest as they keep moving, passing
behind huge pine trees that obscure them from view.

A
soft breeze rises up and HISSES through the trees.

INT. CABIN - GUEST BEDROOM - DAY

Julia
is cleaning the mess in the room. She's just finished tossing a few shards of
broken glass into a garbage bag when she FLINCHES and draws her index finger
back.

The
finger has a scab on it. Exactly where she cut it in the dream. Dried blood
marks the wound.

INT. CABIN - LIVING ROOM - DAY

Terry
looks beside herself. Paul and Julia are seated.

		JULIA

	He
must have gotten out through the window. That's the only thing I can figure.

		TERRY

	We
have to call the police.

		JULIA

	You
looked everywhere?

		PAUL

	Everywhere
near the cabin. But we can't cover every square inch of forest out there.

		TERRY

	He
might be sick. He might need help.

		JULIA

	I
can't understand why he'd do something like this.

		PAUL

	He
was acting nuts. Really nuts.

		TERRY
		(impatient)

	I
need a phone.

		PAUL

	Wait.
I've got my cell.

Paul
fishes the cell phone out of his pocket. He hands it to her.

AND
THE PHONE RINGS.

Almost
on cue. Terry glances over at her friends, then clicks the receiver.

		TERRY

	Hello?
		(beat)

	Sam?
...

Julia
and Paul sit up in their seats.

		TERRY
		(cont'd)

	Where
are you? ... No, where are you? ...
		(beat)

	How
did you get there? ...

Terry
hurriedly grabs a pen. She starts writing on a pad.

		TERRY
		(cont'd)

	Just
a minute. I'm writing it down. Market Street. The Ramada. I think I know where
it is.
		(beat)

	Sam,
what's going on? What happened? ...
		(then)

	Sam?
... SAM? ...

She
hangs up the phone.

		PAUL

	Where
is he?

		TERRY

	San
Francisco.

		JULIA

	What?

		TERRY

	I
don't know. He wants me to meet him. My brother has an apartment up there. He's
out of town, but I have a spare key. I guess I could stay there.

Beat.

		JULIA

	You
still want to call the police?

Silence.
Terry doesn't respond to this.

Outside
an open window, the WIND HISSES through the trees.

EXT. BUS DEPOT - NIGHT

An
empty bus station consisting of a single room with a CLERK sitting behind the
front desk. Julia and Paul are sitting on a pair of chairs, waiting patiently.

Terry
is using a phone booth outside. She hangs up and walks into the depot.

		JULIA

	Did
you get his parents?

		TERRY

	It
was the wrong number.

		JULIA

	Didn't
Sam give you that number?

		TERRY

	Maybe
I wrote it down wrong.

Terry
winces a bit. She massages her legs.

		PAUL

	Are
you okay?

		TERRY

	My
legs are killing me.

		JULIA

	You
sure you don't want us to drive you?

		TERRY

	Nah.
You have to stick around for the movers. I'll be fine.

The
bus arrives in front of the depot.

		TERRY
		(cont'd)

	There's
my ride.

Terry
grabs her suitcase. Julia hands her a slip of paper.

		JULIA

	This
is Paul's cell number. You call us. Let us know what happens.

		TERRY

	I
just need to talk to him. Don't call the police or anything until I've had a
chance to do that.

		JULIA

	Okay.

		TERRY

	Thanks.

Terry
hugs Julia. Paul gives her a quick kiss on the cheek.

		PAUL

	Remember.
Call us.

		TERRY

	I
will.

Carrying
her suitcase, Terry backs toward the door, smiling sadly at Julia and Paul as
she opens it.

		TERRY
		(cont'd)

	It'll
be okay. Everything's okay.

Her
voice resonates with desperate hope rather than confidence. She leaves the
depot.

Paul
places his arms around Julia as they watch the bus leave the station, trailing
smoke.

INT. CABIN - LIVING ROOM - DAY

Julia
is cleaning up. She kneels down and picks up some of the melted candles and
beer bottles.

Paul
walks into room holding a broken picture frame.

		PAUL

	I
talked to the movers.

		JULIA

	Why
didn't they show up?

		PAUL

	The
company has no record of the order.

Beat.

		JULIA

	What?

		PAUL

	I
know. It's crazy.

		JULIA

	Are
they coming now?

		PAUL

	It'll
take them a while to work us into the schedule -- get a van out here to pick up
everything.

		JULIA

	How
long?

		PAUL

	Three
days.

		JULIA
		(exhausted)

	Shit.

Paul
holds out the mangled frame.

		PAUL

	I
also found this in the guest bedroom. Sam knocked one of the packing boxes
over. This was inside.

Julia
takes a look at the frame. It's the same picture from her room of herself with
her mother. The broken glass has torn the photograph.

		PAUL
		(cont'd)

	I
wasn't sure if you wanted to keep it.

		JULIA

	No.
I've got one.

Beat.

		JULIA
		(cont'd)

	You
know this is the only picture I have of my mother?
		(beat)

	She
was always taking pictures of us, but we never got any of her.
		(emotional)

	If
I didn't have this, I couldn't prove that I had a mother.

		PAUL

	That's
not true.

Another
beat.

		JULIA

	I'm
so worried about Sam.

Julia
drowns in her thoughts. Paul touches her cheek.

		PAUL

	Let's
get outta here.

		JULIA
		(smiles)

	Good
idea.

		PAUL

	I'll
get my keys.

Paul
walks out. Julia places the frame on the coffee table.

She
notices something on the floor. Julia squints. It's a small object resting in
the corner ... almost hidden from view. Julia reaches into the shadows and
picks up ...

ANOTHER PIECE OF METAL with STRANGE markings.
EXACTLY LIKE THE ONE FROM THE CLOSET.

Julia
stares at the object in her palm. Surprised.

		JULIA
		(to herself)

	Where
are these coming from?

EXT. SANTA MIRA - PARK - DAY

A
warm summer afternoon. The entire town has congragated in a park with a
breathtaking view of the ocean. MUSIC and NOISE. A huge banner draped over the
street reads ...

SANTA
MIRA CELEBRATES THE 45TH ANNUAL FOUNDER'S DAY FESTIVAL

Julia
navigates her way past the booths and thrill rides that have been erected on
the lawn. She watches some passersby.

JULIA'S
POV ... as A MOTHER talks on a cell phone while her six year-old DAUGHTER tugs
at her sleeve. Trying to get her attention. The mother keeps pushing the child
away as she talks.

Julia
observes this scene until she hears ...

		WOMAN'S
VOICE (O.S.)

	I'm
your mother.

Julia
steps out of the crowd. Searches for the voice.

A
HOMELESS WOMAN is shadowing a COLLEGE-AGE GIRL walking with her boyfriend.
They're trying to ignore her.

		HOMELESS
WOMAN

	I'm
your mother ... I'm your mother ... I'm your mother ...

The
couple walks faster. The Homeless Woman is left behind.

		HOMELESS WOMAN
		(futile)

	I'm
your mother ...

	Julia
stares helplessly.

EXT. PARK - CAROUSEL - DAY

Spinning
merrily in the center of the park. Bright lights. Loud CALLIOPE MUSIC. Young
kids and teenagers occupy the horses and benches.

Julia
slowly walks towards the carousel, snapping pictures of the children and
whirling lights. Behind her, the sound of a SCREAMING CHILD rises above the
music and laughter. She turns and finds a two year old BABY sitting on her
father's shoulders, crying and pointing at --

THE
YOUNG BLOND BOY ...

Wearing
his blue Superman shirt. He's sitting on a swing set by himself. Sad and alone.

He
makes eye contact with Julia. Waves timidly. She smiles at him and waves back.

CLOSE
ON: THE CAROUSEL

Gears
turning. The poles spearing the horses rising and falling into the floor. The
platform rotating near the grass.

The
CALLIOPE MUSIC becomes the HUMMING of MACHINES.

EXT. SANTA MIRA - PARK - NIGHT

Julia
is wandering through a maze of shooting galleries. She searches through the
crowds of teenagers and children at the booths. Finally, she locates ...

PAUL
...

Approaching
her with a large Teddy Bear under his arm.

		JULIA

	Where
did you go?

		PAUL

	Basketball
toss. I won this for you.

Julia
smiles at the bear.

		JULIA

	You
sure you want to give him up?

		PAUL
		(nice smile)

	I
think he'd crowd my Barbie collection.

Julia
kisses him. He kisses her back and winces in pain.

		JULIA

	You
okay?

		PAUL

	Head
still hurts.

		JULIA

	Need
some aspirin?

		PAUL

	Already
took some. I'll be okay.

Paul
notices that they've wandered into a row of PSYCHIC and TAROT CARD BOOTHS.

		PAUL
		(cont'd)

	Hey,
look. Want to get your palm read?

		JULIA

	As
long as you're feeling up to it.

		PAUL

	I
am. Come on.

Julia
spots another booth with a sign overhead: "THE PAST THROUGH
POSSESSIONS."

		JULIA

	Just
a minute. You go to the palm reader. I want to check out this one.

		PAUL

	"The
past through possessions?"
		(unimpressed)

	Scam
city.

		JULIA

	And
palm reading isn't?

She's
got him there.

		PAUL

	All
right. I'll meet you over there.

		JULIA

	Thanks.

She
kisses him quickly. They split up.

EXT. PALM READER'S BOOTH - NIGHT

Paul
approaches the booth.

An
African-American woman in her mid-forties, TESS, sits behind the counter. Loose
and upbeat. Wearing more colors in her clothing than even a rainbow could
provide.

		PAUL

	Can
you read my palm?

She
grins.

		TESS

	You
got five bucks?

EXT. PSYCHIC BOOTH - NIGHT

Julia
walks to the front counter of the booth.

A
pair of women are sitting behind the counter, but the one who sticks out is
ROSEMARY, sixty, psychic and clairvoyant. She wears a purple kaftan which
barely hides her weakness for ice cream and cookies.

		ROSEMARY

	Can
we help you, honey?

		JULIA

	You
can tell me things just by holding something of mine. Right?

		ROSEMARY

	Absolutely.
I have a perfect track record. I found two missing children in the spring of
'74, and helped the state police catch a murderer in '81.

		JULIA

	Wow.
That's amazing.

		ROSEMARY
		(sourly)

	My
grandchildren aren't quite as impressed.
		(a little brighter)

	What
did you want me to look at?

Julia
reaches into her pocket and gently places something on the counter in front of
Rosemary.

THE
METAL OBJECTS FROM THE CLOSET AND THE LIVING ROOM.

EXT. PALM READER'S BOOTH - NIGHT

Tess
takes Paul's hand.

		TESS

	So
what do you want to know?

	PAUL

	It's
kinda stupid. But I sorta wanted to know about my Dad. If I should see him.

		TESS
		(knowingly)

	You
and your father don't get along.

		PAUL

	No.

		TESS

	Something
happened?

		PAUL

	My
parents got divorced when I was sixteen. I got into a fight with him. Said some
stuff.

He
bows his head a little. A tough subject for him.

		TESS

	Let's
take a look ...

Tess
cocks her head a little to the side. She looks confused.

		TESS
		(cont'd)
		(soft)

	I'll
be damned.

		PAUL

	What's
wrong?

		TESS

	Well
kid, you might be the first person to make me hang up my fortune telling
degree. Usually the palm makes sense, and this one doesn't.

		PAUL

	How
do you mean?

		TESS

	According
to this, you don't exist.

OFF
Paul, his face turning white.

EXT. PSYCHIC BOOTH - NIGHT

Rosemary
handles one of the metal objects, turning it over in her palm. Julia watches
her as she goes through this ritual.

		ROSEMARY

	This
is interesting.

		JULIA

	Let
me guess. They came from a vacuum cleaner, right?

Beat.

		ROSEMARY

	Machines.

		JULIA

	Excuse
me?

		ROSEMARY

	This
came from a machine. But not a household appliance.

		JULIA

	Where
did it come from?

Rosemary
turns the object over in her palm. Over and over.

		ROSEMARY

	Something
that was alive.

Julia
leans forward in her seat.

		JULIA

	But
you just said it came from a machine.

		ROSEMARY

	I
know.

		JULIA

	So
how can a machine be alive?

		ROSEMARY

	I
don't make the news. I just report it.

		JULIA

	I
found the larger one inside of a closet. Do you know how it got there?

Rosemary
continues meditating. Turning the object over between her fingers. Staring at
it.

Gradually,
she falls into a trance. Her breathing slows.

		ROSEMARY

	We
shed our parts.

		JULIA

	What?

		ROSEMARY

	And
our skin.

		JULIA

	I'm
sorry. What are you talking about?

Rosemary
is oblivious to anything around her.

		ROSEMARY

	But
they need to be replaced. Some of the parts we can find.
		(beat)

	Others
need to be harvested.

The
other PSYCHIC seated next to Rosemary throws her a curious glance as she counts
up some money.

		ROSEMARY
		(cont'd)

	We'll
wait on the side of the road. Until one of the machines come.
		(beat)

	One
of us will be sacrificed. That will stop the machine. Then we can take whatever
skins are inside.
		(softer)

	We
can use their parts.

Paul
walks up.

		PAUL

	Julia?

She
motions for him to be quiet.

		ROSEMARY

	We
stopped the machine. But there are more of the skins than we thought ...

		PAUL

	Julia.
Let's take off.

		JULIA

	Hold
on.

		ROSEMARY

	We
must wait. More of us are needed to capture them.

		PAUL

	What's
she talking about?

		JULIA

	Wait
just a minute. Please.

Beat.

The
objects continue turning in her hand ... and turning ... and turning ... and
turning ...

		ROSEMARY

	There
are more of us now. We've surrounded them. But they're leaving too quickly.

		PAUL

	Julia?

... and turning ...

		ROSEMARY

	We'll
follow them. We'll watch them.
		(beat)

	We'll
take them as the need for parts becomes necessary ...

		PAUL
		(louder)

	Julia?

The
wind gently HISSES through the booth's tent.

		ROSEMARY

	Maybe
we'll only take one ...
		(beat)

	Maybe
we'll take another ... and another ... and another ... and another ...

A
sudden gust of wind rises through the tent as ...

THE
POWER FAILS THROUGHOUT THE PARK. LIGHTS START GOING OUT IN SECTIONS UNTIL THE
ENTIRE FAIR IS PITCH BLACK.

The
sound of mumbling and confusion seethes from the crowd. Julia rises out of her
chair. Paul takes her into her arms as CHILDREN can be heard CRYING throughout
the park.

Above
them, the wind HISSES through the trees.

EXT. CABIN - DRIVEWAY - NIGHT

Julia
sits on the porch. Paul is stretched out on the grass looking up at the stars.

		PAUL

	So
the power went out. That doesn't mean anything.

		JULIA

	Did
you hear what she said?

		PAUL

	No.

		JULIA

	She
was talking about the accident. The night you hit that thing on the road. She
knew about that.

		PAUL

	Julia,
a psychic tells you some random shit and then lets YOU make sense out of it.

		JULIA

	She
said it was waiting for us.

		PAUL

	Oh
sure. An animal was waiting for us to come along and run it down. What was the
explanation? Rotten home life? Was it taking Prozac?

		JULIA

	It
wanted to stop the car.

		PAUL

	Why?

		JULIA

	Something
about needing parts.

		PAUL

	If
it needed parts, it shouldn't have committed suicide.

		JULIA

	She
said there were more of them.

		PAUL

	Who
cares what she said? It doesn't mean anything.

		JULIA

	But
it's not just that.

Julia's
voice becomes soft. As if she were telling a secret.

		JULIA
		(cont'd)

	I've
also had this feeling. Ever since Sam disappeared. I can't shake it.

		PAUL

	What
is it?

		JULIA

	I
feel like something's missing.

		PAUL

	Something?

		JULIA

	I
don't know. It's on the tip of my tongue. I just feel like ever since we woke
up that morning, something's not right. Like ... there's someone who should be
here ...

		PAUL

	Right.
Sam.

		JULIA

	It's
not Sam.
		(then)

	Did
that palm reader say anything strange to you. Anything at all?

Paul
hesitates. He looks back at the night sky.

		PAUL

	No.

Beat.

		JULIA

	Can
I use your phone?

INT. LEVIN HOUSE - LIVING ROOM - NIGHT

A
traditional home. The phone rings and Connor comes charging down the stairs. He
answers it.

		CONNOR

	Hello?

INT. CABIN - BEDROOM - NIGHT - INTERCUT

Julia
is sitting on the couch.

		JULIA

	Connor.
It's Julia.

		CONNOR

	Oh.
I thought you were someone else.

		JULIA

	Nice
to hear your voice too.

		CONNOR

	You
having fun?

		JULIA
		(understated)

	Not
exactly.

		CONNOR

	I
got my PSAT's back. 720 verbal. 690 math. You think that's good enough to get
into Berkeley?

		JULIA

	You'll
get in. Listen, is Dad there?

		CONNOR

	No.

		JULIA

	Well
could you leave him a message?

		CONNOR

	Uh-huh.


		JULIA

	Tell
him that the movers didn't come, so I'll be here a few more days. Tell him that
I have some stuff of Mom's that he might want.

		CONNOR

	Okay.

		JULIA

	Don't
forget.

		CONNOR

	Jesus.
Show a little faith. When have I ever forgotten something?

INT. DARKROOM - DAY

A
piece of developing paper is slipped into the tray basin.

Julia
gently rocks the basin back and forth. A picture starts to manifest on the
paper.

INT. CABIN - BATHROOM - DAY

Paul
splashes his face with water. He looks worse than he did the night before.
Weaker.

He
grabs some aspirin from the medicine cabinet.

INT. DARKROOM - DAY

Julia
leans forward to get a better view of the developing picture. An image is
slowly forming -- carousel horses, the vague outlines of poles and children.

INT. CABIN - BEDROOM - DAY

Paul
is shirtless and doing one-armed push-ups. His muscles churn. His body rises
and falls like a piston.

INT. DARKROOM - DAY

The
picture has come into view. The carousel. The children laughing as they ride
the horses.

And
something else ...

An
irregularity. A dark form in the center of the carousel.

INT. CABIN - BEDROOM - DAY

CLOSER
ON Paul's arm as he does push-ups, sweat beading on his biceps, muscles
rippling.

The
SOUND of MACHINES pulsates and segues into ...

INT. DARKROOM - DAY

Julia
takes the picture out of the developing basin.

WE MOVE INTO THE PHOTO - There's a dark SHAPE
standing in the middle of the carousel. Blurred and indistinct. ALMOST LIKE A
SILHOUETTE OR A SHADOW.

EXCEPT THAT it's waving at the camera.

INT. CABIN - LIVING ROOM - DAY

Paul
is sitting on the couch, wearing a UCLA cross country tank top and tying his
shoes. Julia enters from the basement. She's carrying a stack of developed
pictures.

		JULIA

	Paul,
you have to see this. The picture came out, but there's something really
strange in the middle of it. Just like the other one of the shed.

He
looks at the picture.

		PAUL

	Looks
like someone on the carousel.

		JULIA

	But
there's no features. It's like a shadow.

		PAUL

	So
there wasn't enough light.

Paul
rubs his forehead. Julia is genuinely concerned.

		JULIA

	What's
the matter?

		PAUL

	My
head feels worse.

		JULIA

	Maybe
you should lie down.

		PAUL

	I
have to go running.

		JULIA

	No
you don't.

		PAUL

	Of
course I do. Your body's like a machine. It needs upkeep.

		JULIA

	Not
when you're physically ill.

		PAUL

	I'll
be okay.

		JULIA

	Paul
...

		PAUL

	I'll
be okay.
		(about the picture)

	Is
that it?

		JULIA

	Not
exactly.
		(beat)

	When
I saw this picture, I decided to look at the other one. Just for comparison's
sake.

		PAUL

	So?

Julia
takes out another photograph.

		JULIA

	I
pulled this one by mistake. The picture of that little girl from the party.

She
hands him the picture.

		JULIA
		(cont'd)

	Look.

Paul's
face collapses into slack disbelief.

THE LITTLE GIRL HAS DISAPPEARED from the
photo. Vanished.

Paul
turns to Julia as she looks into his eyes with a mixture of fear and
apprehension.

		JULIA
		(cont'd)

	What's
going on?

This
time, he doesn't have an answer.

EXT. WOODS - WALKING TRAIL - DAY

Murky
and still. A few shafts of sunlight permeate the gloom.

Paul
is jogging along the trail, keeping a steady pace, the sounds of the forest all
around him.

EXT. CREEK BRIDGE - DAY

The
trail snakes towards a wooden bridge that spans over a trickling creek. Paul
runs across, the soles of his sneakers SLAPPING on creaking wood.

He
moves deeper into the woods.

EXT. WOODS - TRAIL - DAY

A
lonely part of the woods where almost all the daylight is blocked out by the
trees.

Paul
jogs along the trail when he slows to a halt, sweaty and out of breath. His
skin is pale. His limbs are shivering. Paul cradles his head, shutting his eyes,
suffering from obvious pain.

		PAUL
		(very soft)

	Oh
God .... make it stop ...

He
starts walking forward again. Very slowly.

A
slight TINKLING sound as he kicks something at his feet. His eyes blink open as
he looks down ...

There are several pieces of metal littering
the trail. Almost like nuts and bolts, but alien in their design.

Paul
reaches down and picks one of the bolts up. Studies it. He keeps walking,
following more pieces of metal that lead off the footpath.

EXT. FOREST - DAY

A
darker spot enclosed by pine trees. A few birds are singing overhead.

Paul
enters the forest, pushing back branches, following the trail of discarded
metal until he freezes ... his eyes staring directly ahead at ...

CLUMPS
OF BLACK SKIN ...

Hanging
from branches. Scattered on the ground. Like the skin of a snake which has been
shed.

Paul
is completely unsettled. He kneels down, picking up a flap of skin from the
ground, peeling it away from a steel ROD dripping with oozing slime. Holds it
up. It's still black in color but almost transparent in the murky light.

The
wind HISSES through the trees, mussing Paul's hair.

Paul
drops the piece of skin on the ground.

The
birds abruptly stop singing in unison. The WIND CEASES.

Paul
looks around the forest. The sudden quiet has got him spooked. His arms and
legs stiffen. Paul can't even bring himself to move or breathe ...

UNTIL
SOMETHING DROPS ON HIS SHOULDER ...

Paul
freaks and whirls around, grabbing his shoulder to find

A
PIECE OF SKIN ...

Clinging
to him. He rips it off and sprints for the footpath.

EXT. WOODS - FOOTPATH - DAY

Paul
sprints out of the forest, running with blinding speed and adrenaline. He
doesn't look back.

Behind
him, the wind HISSES through the trees again.

INT. CABIN - LIVING ROOM - DAY

Julia
comes up from the basement. She hears COUGHING coming from the bathroom.

INT. BATHROOM - NIGHT

Julia
enters the bathroom. Paul is retching and coughing into the toilet. Hair
plastered to his forehead. Pale as death. Shaking badly.

		JULIA

	Paul?
What's wrong?

		PAUL
		(feeble)

	Sick.

She
goes to him. Rubs his shoulders as he COUGHS again.

		JULIA

	Oh
baby ...

Julia
brushes the hair from his forehead. She freezes.

Just
above his temple is a SCAB. No bigger than the head of an eraser. Identical to
the one on Julia's finger.

		JULIA
		(cont'd)

	Paul?
Where did this come from?

		PAUL

	What?

		JULIA

	This
scab.

Julia
runs her finger over the scab. Paul immediately reels from her touch, pain
shooting through his head, furious.

		PAUL

	Jesus! Fuck!

Julia
is shocked by the severity of his reaction.

		JULIA

	I'm
sorry.

Paul
holds his head tight. Almost near tears. Fighting pain.

		PAUL

	Just
don't touch it.

		JULIA

	How
long has it been there?

		PAUL

	Ever
since my head started to hurt.
		(then)

	I
think I'm hallucinating.

		JULIA

	What
did you see?

		PAUL

	Skin
... like it was shed ... and all of these metal pieces ...

Julia
is terribly concerned now. His description frightens her, but she maintains a
visage of calm.

		JULIA

	Do
you want to see a doctor? I know there's one in Santa Mira.

		PAUL

	I
can see a doctor in Los Angeles.
		(then)

	Look,
I want to get out of here, okay? Let's go home.

Beat.

		JULIA

	Okay.

She
squeezes his shoulder and walks into --

INT. CABIN - BEDROOM - DAY

Julia
pulls out their duffle bags and suitcases.

Paul's
cell phone RINGS on the table. Julia snatches up the phone and answers.

		JULIA

	Hello?
... Yes? ...
		(then)

	Wait
a minute ... slow down, I can't understand what you're saying ...

Complete
astonishment storms Julia's face. Paul wanders in.

		PAUL

	Who
is it?

		JULIA

	It's
Terry. Something went wrong.

EXT. SAN FRANCISCO - ESTABLISHING - DAY

Gloomy
and overcast. Storm clouds are brewing.

EXT. SAN FRANCISCO - STREET - DAY

The
Range Rover pulls down a crowded street.

INT. RANGE ROVER - DAY

Julia
is sitting behind the wheel. Navigating traffic.

Paul
sits on the passenger side, leaning against the window, his face pressed
against the glass. Somber and weak.

THROUGH
THE WINDSHIELD

The
twisted remains of a car accident has brought everything to a near standstill.
Police are everywhere. An ambulance is parked along the curb, lights flashing.

Julia
leans forward to get a better look.

JULIA'S
POV

A
TEEN ACCIDENT VICTIM presses a white towel against his thigh. Blood gushes from
it. A huge metal ROD sticks out of his leg.

EXT. SAN FRANCISCO - STREET - DAY

The
Range Rover moves past the shredded cars involved in the accident. Twisted
metal covers the street.

EXT. PACIFIC HEIGHTS - LATE AFTERNOON

Summer
rain is falling. THUNDER ROLLS overhead.

The
Rover pulls up to the sidewalk, directly in front of an extremely opulent
upper-class house.

INT. RANGE ROVER - LATE AFTERNOON

Julia
turns to Paul who sits silently in the passenger seat. He doesn't move.

		JULIA

	Sure
you don't want to come with me?

		PAUL

	I'm
too sick. I need to stay someplace.

		JULIA

	I'm
worried about leaving you here.

		PAUL
		(shrugs)

	It's
not like he'll disown me.

		JULIA

	I
know.

		PAUL

	And
I really need him right now.

More
THUNDER. Julia kisses his cheek.

		JULIA

	I'm
taking the cell phone. You call me.

		PAUL

	Promise.

		JULIA

	See
a doctor.

		PAUL

	I
will.

Paul
opens the passenger door and steps out into the rain. Julia watches him
approach the house. Then, she pulls away from the curb.

INT. PACIFIC HEIGHTS RESIDENCE - FOYER - LATE AFTERNOON

A
nice house. Large and affluent.

The
DOORBELL CHIMES.

A
few moments pass before a sullen FIGURE arrives at the front door and pulls it
open, revealing ...

PAUL

standing
on the front porch. His wet hair plastered to his forehead, rain streaming off
his cheeks, his handsome face turned pallid and colorless.

He
manages a sheepish smile.

		PAUL

	Dad.

Standing
at the door is a man in his mid-fifties, MR. LOOMIS. A severe presence with a
soured and weathered face. He stares at Paul without any sign of emotion.

Paul
notices the slight. He presses onward. A bit haltingly. Still hopeful and
trying to connect.

		PAUL
		(cont'd)

	I
was hoping we could talk ...
		(beat)

	I
know we haven't done much of that recently, but still ...
		(beat)

	I
was hoping.

Beat.

		PAUL
		(cont'd)

	I'm
in a lot of trouble. I'm getting sick ... and I was hoping ...
		(beat)

	I
was hoping you could help.

Paul
is having difficulty speaking. He's almost reduced to tears as he stands in the
cold, stinging rain.

		PAUL
		(cont'd)

	I
want to come home. Please Dad.
		(desperate)

	Please
let me come home.

A
moment of silence.

		PAUL
		(cont'd)

	Please?

His
father stands steely eyed. His voice is icy and distant.

		MR.
LOOMIS

	I
don't know you.

Paul
is devastated. He can barely utter a sound.

		PAUL

	I'm
your son.

Agonizing
beat.

		MR.
LOOMIS

	I
don't have a son.
		(then)

	I
don't know you.

He
slowly closes the door. Paul begins weeping openly.

		PAUL

	Dad
...

The
door is shut in his face. Nothing can be heard except for the rain falling
outside.

EXT. SAN FRANCISCO - MARKET - LATE AFTERNOON

Julia is standing near the entrance. Waiting
patiently.

A figure across the street catches Julia's
attention -- a HOMELESS MAN stumbling down the sidewalk, talking to himself,
shaking a rattle.

		VOICE
(O.S.)

	Julia?

Julia
turns around, searching, not immediately recognizing the figure that briskly
approaches her --

It's
Terry. But her once perfect appearance has become harsh and drawn. Her blonde
hair has been colored dark brown. There are sagging circles under her eyes. Her
skin is colorless. She moves quickly. Nervously.

Julia
is shocked.

		JULIA

	Terry?

Terry's
hands tremble.

		TERRY

	I'm
glad you came. You don't have any idea how scared I've been.

		JULIA

	Why
did you change your hair?

Terry
is about to answer when a BABY starts crying in the market. Fear takes control
of her face.

		TERRY

	We
can't stay here.

		JULIA

	Why?

		TERRY

	Where
are you parked?

		JULIA

	On
the street.

		TERRY

	Good.
If we keep moving, they might have trouble tracking us.

Terry
takes Julia's arm and leads her out of the market.

EXT. SAN FRANCISCO - STREET - CONTINUOUS

Terry
is moving at a swift pace. She keeps looking back over her shoulder as Julia
tries to keep up. Rain drenches them.

		JULIA

	What
the hell is going on? Where's Sam?

		TERRY

	He's
dead.

This
almost sends Julia reeling. Her mouth falls open.

		JULIA

	What?

		TERRY

	There's
three things you should remember. Three things.

		JULIA

	What
happened to Sam?

		TERRY

	First,
whenever you see a baby or a kid crying, keep moving. Children can sense them.
That's your warning.

		JULIA

	Warning
against who?

		TERRY

	Second,
they can control anything electrical or mechanical. Lamps. Cars. Phones.

		JULIA

	Terry,
you're not making any sense.

		TERRY

	Third
-- they can change things. They can make you disappear.

		JULIA

	Tell
me what happened to Sam.

		TERRY

	I
am telling you.
		(terrified)

	They
took him. They made him disappear.

Julia
stops walking. Speechless.

EXT. SAN FRANCISCO - COFFEE HOUSE - LATE AFTERNOON

A
young COLLEGE STUDENT is typing on his powerbook, oblivious to the TRANSIENT
sitting on the sidewalk, head buried in his knees, a sign at his feet reading
"HELP ME."

CLOSE
ON THE POWERBOOK. A soft whirring
noise seeping from the computer as the student types.

The
WHIRRING becomes the HUMMING OF MACHINES.

The
Range Rover appears on the street and moves past.

		TERRY
(V.O.)

	They
take away your identity. People stop remembering you. Your place in society
vanishes.

INT. RANGE ROVER - SAN FRANCISCO - MOVING

Julia
is behind the wheel. Terry is devouring a cigarette.

		TERRY

	That's
how they get you. By making people not even care about you anymore.

		JULIA

	Did
you try Sam's parents? Did you get the right number this time?

		TERRY

	The
number I called at the bus station was his parents.
		(cryptic)

	We
didn't hit a dog on the road.

		JULIA

	But
I saw it.

		TERRY

	They
switched bodies.

		JULIA

	Who
are "they?" A cult? Killers?

Terry
starts laughing to herself. Tears welling in her eyes. Hopeless. Terrified.

		TERRY

	You
have no idea. No idea what you're dealing with.
		(then)

	They
don't even belong here. They're like ... like machines. That's what Sam
said. Like machines with all this skin and moving parts.

		JULIA

	They're
machines?

		TERRY

	Monsters.
They're monsters, Julia.

Julia
stops at a light.

A
YOUNG GUY crosses the street in front of them. He's just a yuppie with a cell
phone. But Terry stiffens in her seat, watching him suspiciously.

Then,
almost as an aside, he winks at her.

		TERRY
		(cont'd)

	Drive.

		JULIA

	I
can't. There's a red.

		TERRY

	Then
make a right. Just keep driving.

Julia
is growing frightened by Terry's paranoia.

EXT. SAN FRANCISCO - STREET - LATE AFTERNOON

The
Rover makes a right turn and cruises down another block.

INT. RANGE ROVER - LATE AFTERNOON

Terry
keeps her eyes riveted on the PEOPLE on the sidewalk. She's practically in
tears.

		TERRY

	Remember
when we hit that thing with the car?
		(hushed)

	It
wasn't an accident. It was a set-up. They planned it all along.

		JULIA

	How
do you know this?

		TERRY

	Sam
told me. He figured everything out.

		JULIA

	Why
are they coming after us? What do they want with us?

		TERRY

	They
have flesh and metal parts in their bodies. Sometimes they shed what they don't
need. But other parts keep getting worn out or lost. So they take people
constantly to get new parts.

		JULIA
		(soft)

	That's
not possible.

		TERRY

	They
wear the skin. That's why you don't notice them. Half of the time they're
wearing people's skin. Or they're hiding in dark places. Alleys. Closets.

Julia
is horrified.

		JULIA

	Terry
... please stop.

		TERRY

	They
take other parts too. Whatever they need. They're scavengers. No sense of
compassion. No remorse.

		JULIA

	I
don't believe this.

		TERRY

	That's
why they came after us. They got Joey first. At the cabin.

Julia
is dumbfounded.

		JULIA

	Joey?

		TERRY

	That's
what Sam saw. That's why he left. He woke up and got a look at them -- at what
they were doing to Joey ...

		JULIA

	Terry
...

		TERRY

	Stripping
him ... taking his skin off ...

Julia
pulls over to the curb and stops.

		JULIA

	Who
is Joey? What are you talking about?

		TERRY
		(amazed)

	You
don't remember?

		JULIA

	No.

		TERRY

	There
were five of us. He came up in his own car. He was Paul's best friend -- they
always wore the same thing for Christ sakes.

		JULIA

	There
were only four of us. You. Me. Paul. Sam.

Terry
is shaking now. Complete fright.

		TERRY

	They
got to you. They got to you.

		JULIA

	Nobody
got to me.

Terry
starts collecting her things.

		TERRY

	Look,
could you drop me off at my brother's apartment? I need to pick up some things
before I go to the airport.

		JULIA

	Where
are you going?

		TERRY

	To
see my parents.

		JULIA

	You
can't just leave.

Terry
starts weeping. Grabbing her legs and squeezing them.

		TERRY

	They
put things in my legs so they can track me. It hurts.

		JULIA
		(very concerned)

	Terry?
What can I do to help you?

Terry
takes her hand. Her eyes pleading.

		TERRY

	Remember
me. Please remember me.

From
the street outside the car, the sound of a TODDLER CRYING can be heard. Terry's
head snaps around. She stares out the windshield at the screaming child.

		TERRY
		(cont'd)

	They
found me again.

Before
Julia can react, Terry bolts from the car.

		JULIA

	Terry!

Julia
pursues.

EXT. SAN FRANCISCO - STREET - LATE AFTERNOON

Julia
pushes and shoves her way along the sidewalk. Terry is running like a madwoman.
Pure unabated terror.

Terry
rushes down into a subway entrance. Julia follows.

INT. SUBWAY STATION - LATE AFTERNOON

People
are crowded on the platform, waiting as a BART train rushes into the station.

The
doors open. Passengers move off the train. Others get on.

Julia
rushes down the stairs and pushes past the arriving commuters. There's no sign
of Terry. Julia keeps searching. Looks right. Then left. Finally, she spots
Terry boarding the BART train.

		JULIA

	Terry!
Wait!

Julia
rushes forward, squirming through the crowd, until she reaches the doors just
as they SLAM CLOSED. She looks through the windows, trying to find Terry
amongst the crowd inside.

The
train starts to move.

Standing
at one of the train's passenger windows, his face and palms pressed against the
glass, is --

THE
BLOND BOY IN THE SUPERMAN SHIRT.

Staring
directly at her. Dark circles around his eyes.

He
smiles at Julia.

His teeth are made of metal.

Julia
stands thunderstruck. The BOY in the window moves past.

The
train shoots into the awaiting tunnel. Julia is left standing frozen and
immobile on the platform.

Near
the subway entrance, a HOMELESS MAN with HOOKS FOR HANDS is convulsing as he
sits against the wall. Eyes wide open. Shaking horribly and staring at nothing.

INT. APARTMENT BUILDING - UPSTAIRS HALLWAY - NIGHT

Quiet
and dimly lit. Several of the lights are burnt out, leaving the hallway
drowning in shadows.

The
elevator doors open. Terry exits and moves quickly down the hallway. Her face
is terrified. Sick.

She
arrives at an apartment. Terry fumbles with her keys.

A
soft THUMPING in the hallway.
Deep and hollow. Terry spins around, the keys JINGLING in her hand.

Nothing
there. The hall appears to be empty and dark. One of the lights overhead is
flickering and buzzing softly,
providing scant illumination.

She
takes a step back ...

A
soft TINKLING sound at her feet. Terry looks down to find a few pieces of METAL
littering the floor. Nuts and bolts. Rods. Alien in design.

Terry's
paranoia rises to a fever pitch. She turns the key in the lock. Opens the front
door.

INT. APARTMENT - LIVING ROOM - NIGHT
Terry shuts the door. Locks it. Switches on the
lights. Drops her KEYS and CELL PHONE on a coffee table.

She moves briskly into --

INT. APARTMENT - BEDROOM - NIGHT

An
open suitcase on the bed. Terry snatches up a PLANE TICKET and jams the ticket
folder into her purse. Slams the suitcase closed.

INT. APARTMENT - LIVING ROOM - CONTINUOUS

Terry
leaves the bedroom, carrying the suitcase, and walks straight towards the front
door. She collects her keys and her cell phone from the table.

The lights in the apartment simultaneously go
out.

Terry
is caught entirely off guard. She spins around to face the living room.
Nobody's there. Nothing.

SOMETHING
BANGS AT THE FRONT DOOR. A STEADY POUNDING. THE BANGING GOES ON FOR A FEW
SECONDS AND THEN STOPS DEAD.

Terry's
breathing quickens. She puts the suitcase down.

A
crack of THUNDER reverberates outside.

Moving
with the cautious steps of a small child, she walks towards the front door.
Foot by foot. The only sound is her FRIGHTENED BREATHING. She arrives at the
peephole and looks out into the empty hall.

SOMETHING
STARES BACK AT HER THROUGH THE PEEPHOLE.

Moving
right in front of the door. One of its yellow eyes piercing through ...
surrounded by midnight skin pierced with metal bolts and rods.

TERRY
SCREAMS HER LUNGS OUT.

The
DOOR RATTLES like it's going to break off its hinges. Something SLAMS
REPEATEDLY against the wood.

Terry
tears through the apartment, feet POUNDING. She rushes into the bedroom.

The
front door in the living room BREAKS OPEN.

INT. APARTMENT - BEDROOM - CONTINUOUS

Terry
SLAMS the bedroom door and locks it. Backs away towards the bed, when ...

A
HAND REACHES OUT FROM UNDER IT ...

Grabbing
hold of her ankle. Fused together from rotting flesh, human parts, and metal
pieces. Terry pitches forward, SCREAMING, falling to her hands and knees.

The
hand starts dragging her under the bed.

Terry
kicks and claws on the floor. Somehow manages to free herself from the hand's
grip. She goes for the window and pulls it open. Steps outside.

The
entire bed is OVERTURNED and tossed aside.

EXT. APARTMENT BUILDING - FIRE ESCAPE - NIGHT

Terry
is immediately drenched by the storm. The door within her bedroom can be heard
CRASHING OPEN, followed by a ROARING unlike anything on this earth.

Terry
rushes down the fire escape, FEET BANGING on the metal steps. But she stops
dead in her tracks when she notices --

SEVERAL
FIGURES ...

Standing
in the alley far below. Looking up at her. Waiting.

A
sound rises up behind her. THE SOUND OF FOOTSTEPS BANGING DOWN THE FIRE ESCAPE
IN PURSUIT.

		TERRY
		(horrified)

	Oh
God ...

Terry
desperately goes to a window. She pulls it open, stepping inside, THE BANGING
FOOTSTEPS RIGHT BEHIND HER.

INT. APARTMENT BUILDING - HALLWAY - NIGHT

The
apartment floor is being renovated. Plastic tarps cover the doors and windows.
Terry races through the hallway, SCREAMING WILDLY as she POUNDS on the doors.

		TERRY

	HELP
ME! PLEASE HELP!!!

Terry
rockets around the corner. She presses the elevator door button frantically.

The
sound of CROAKING and HISSING fills the hallway.

The
elevator doors slide open.

Terry
lunges into the elevator, hits for the lobby, then starts BEATING FRENZIEDLY on
the door close button.

Several
shadows appear in the hallway. Getting closer.

Terry
SCREAMS WILDLY and keeps pounding the button.

The
bizarre HISSING becomes a FRIGHTFUL ROAR just as ...

The
elevator doors pull shut. Closing on the unseen things in the hallway.

INT. ELEVATOR - NIGHT
The car starts going down. Floor lights blink above the door.

8 ... 7 ... 6 ...

Terry punches out 9-1-1 on the cell phone's keypad. Nothing comes through
the receiver. Only static.

		TERRY

	Come
on ... come on ...

She
dials again.

4
... 3 ... 2 ...

More
static over the cell phone. Terry has started crying in anguish when the
elevator comes to an abrupt halt.

The
doors stay closed.

Terry
looks above the elevator doors. The floor light reads --

"B"
(Basement)

Terry
starts pressing for the lobby. The elevator won't move. She presses the
"door open" button, the alarm button, anything at all. Nothing
responds.

		TERRY
		(cont'd)

	HELP!
SOMEBODY! HELP ME!!!

Nothing.
Futile silence. She's about to try dialing on the cell phone again, when ...

WHUMP.
A heavy thudding sound above the elevator car roof. The light overhead flickers
like a candle. Terry gazes at the failing light, then tracks her eyes towards
the trap door in the roof.

A few more hollow THUMPS.

Terry
is petrified. She takes a step backward. The light flashes off and on again ...
creating a strobe light effect.

Behind
her, the elevator doors silently pull open.

Terry's
gaze is still focussed on the ceiling trap door. Behind her, the basement is
pitch black. She continues moving backwards towards the open elevator doors,
step after step, completely unaware ...

UNTIL
SOMETHING LEAPS OUT OF THE DARK AND GRABS HER.

In
the moment it takes to draw a breath and scream, it's already over.

The
light goes out.

INT. APARTMENT BUILDING - UPSTAIRS HALLWAY - NIGHT

The
lobby is vacant and terribly still. The elevator doors remain closed, a few
THUMPING sounds coming from the shaft far below.

Then
nothing.

EXT. SAN FRANCISCO - STREET - NIGHT

The
sound of a PHONE LINE RINGING.

Julia
is sitting inside of the parked Range Rover, the cell phone pressed against her
ear.

		MAN'S
VOICE
		(from phone)

	Hello?

		JULIA

	Hello
... is this Mr. Alba?

		MAN

	Yes.

		JULIA

	I'm
sorry to call you so late ...

		MAN
		(overlapping)

	Who
is this?

		JULIA

	This
is Julia Levin. We met a few days ago at graduation. I'm a friend of Terry's.

Beat.

		MAN

	Who?

		JULIA

	Terry.
Your daughter?

More
silence.

		JULIA
		(cont'd)

	Hello?

		MAN

	I
don't have a daughter.

		JULIA

	Excuse
me?

		MAN

	You
must have the wrong number.

		JULIA
		(beat)

	No,
this is the right number ...

CLICK!
The MAN hangs up the phone on the other line.

		JULIA
		(cont'd)

	Hello?

Julia
stares at the cell phone in stunned confusion, until a sharp pain courses
through her hand. She FLINCHES and nearly drops the phone. Julia checks her
pricked finger.

The
WOUND HAS GROWN. An infected red spot with a open hole in the center. The skin
actually seems to be rotting around it, allowing the wound to expand like a
sinkhole.

INT. CORNER MARKET - NIGHT

A
small box of aspirin are taken from the shelf.

Paul
tightens his fist around the box, shutting his eyes, fighting the excruciating
the pain in his head. He takes a deep breath and moves to the register.

		CASHIER

	Need
anything else?

		PAUL
		(weak)

	No.

The
cashier rings him up.

		CASHIER

	Four
thirty-two.

Paul
flips open his wallet. His face drops into shock.

There's
nothing inside his wallet. No credit cards. No money. No driver's license. Not
a thing.

		CASHIER
		(cont'd)

	Something
wrong?

Paul
can barely speak.

		PAUL

	Um
... I must've brought the wrong wallet. Sorry.

Paul
walks out of the store.

EXT. CORNER STORE - NIGHT

Paul
stops outside, running his fingers through his hair, digging them into his
skull.

		PAUL
		(shaking his head)

	That's
not possible ... that's not possible ...

A
SHAPE grabs his shoulder. Paul spins around.

A
HOMELESS BAG LADY stands behind him. Pleading eyes. Dishevelled and caked with
grime. She holds up the drooping sleeve where a hand once was.

		BAG
LADY

	Help
me. They took my hand.

Paul
stumbles back. Horrified.

		BAG
LADY(weeping)

	They
took my hand ...

Paul
turns and starts running. Faster than he's ever run in his life. Disappearing
down the dark street.

EXT. SAN FRANCISCO - COFFEE SHOP - NIGHT

Small
and trendy. Young clientele.

INT. COFFEE SHOP - NIGHT

Julia
sits at an empty booth. Staring at various black and white photographs of
graduation. The four friends are sitting together on the back porch, smiling
for the camera.

She
squeezes her finger to help numb the pain, her mind turning.

		JULIA
		(to herself)

	Joey
...
		(then)

	Terry,
what were you talking about?

Julia
flips to another photograph. A picture of Julia, Paul, Sam, and Terry on the
UCLA campus. Dressed for graduation.

Julia
shakes her head. Her eyes are locked on the faces of her friends.

		JULIA
		(cont'd)

	There's
four of us. There's only four of us.

Beat.

She
studies the picture ... Beat. Julia sits up in her chair.

A
revelation crosses her face.

		JULIA
		(cont'd)
		(a whisper)

	Who
took the picture?

Julia
looks like she's falling into a deep hole. Her mind is racing for answers.

FLASHBACK:
INT. CABIN - LIVING ROOM - DAY

		JULIA

	I've
been fantasizing about a guy.

		TERRY

	Anyone
we know?

FLASHBACK:
EXT. CABIN - FRONT DRIVEWAY - NIGHT

The
BLOND STUDENT sits back on the hood of a sports car. The tattooed "S"
insignia visible on his shoulder.

		TERRY
(V.O.) (cont'd)

	There
were five of us. He came up in his own car.

FLASHBACK:
EXT. SAM'S HOUSE - GARDEN - DAY
Paul smiling his killer grin at Julia. Wearing his
white shirt and gold and blue striped tie.

		TERRY
(V.O.)

	He
was Paul's best friend --

FLASHBACK:
INT. SAM'S HOUSE - BEDROOM - DAY

The
BLOND STUDENT loosens his gold and blue striped tie from his white shirt collar
as he undresses.

		TERRY
		(V.O.) (cont'd)

	--
they always wore the same thing for Christ sakes.

INT. COFFEE SHOP - NIGHT

CLOSE
ON Julia's HORRIFIED FACE.

		JULIA
		(completely lost)

	No
...

FLASHBACK:
INT. SAM'S HOUSE - BEDROOM - DAY

The
BLOND STUDENT standing half-naked in front of Julia. Holding a pair of ripped
jeans.

		JULIA (cont'd)
	I'm sorry. I was just using the ...
		(laughs)
	Really.
	I'm sorry.

		STUDENT

	I'll
forgive you this once.

FLASHBACK:
INT. CABIN - LIVING ROOM - NIGHT

Julia
turns her head and gazes at ...

THE
BLOND STUDENT ...

Sitting
in a chair. Smoking a cigarette. Smiling down at her.

		TERRY
(V.O.)

	It's
just a fantasy.

FLASHBACK:
INT. CABIN - LIVING ROOM - NIGHT

Candles
have been placed around the room. Paul and Terry are asleep on the floor.

Blood
drips over the SUPERMAN TATTOO on Joey's shoulder.

Julia
slowly awakens to the sounds of JOEY SCREAMING over sickening RIPPING SOUNDS
like cloth being torn in half.

There
are silhouettes on the wall of
THREE FIGURES tearing off pieces of something in the room. Large flaps. Chunks.
Moving rapidly and ferociously.

Julia
spots Sam SCREAMING across the room.

		SAM
		(shrieking)

	JOEY!

Julia
turns her head in the direction of the ripping and tearing sounds. Her eyes
slowly widen as her mouth drops into a soundless, petrified look of horror.

A
hand with midnight skin, six fingers, and punctured with steel rods covers her
eyes.

INT. COFFEE SHOP - NIGHT

A
plate SMASHES on the floor.

Julia
is jolted out of her thought, looks over to find a WAITER picking up the
pieces. The lights flicker in the shop. This unnerves Julia completely. She
starts gathering the photographs together.

She
becomes aware of the pain in her finger again. Looks at the scab.

		JULIA
		(a whisper)

	Terry's
legs ... Paul's headaches ...

A
thought crashes like thunder in her head.

		JULIA
		(cont'd)

	Oh
no ...

Julia
quickly grabs a knife from the table. She gets up and walks straight to the
ladies restroom.

INT. COFFEE SHOP - RESTROOM - NIGHT

Cramped
and dirty. Julia holds her finger over the sink.

With
the point of the knife's blade, she begins digging into her finger. The pain is
immediate. Julia grimaces, tears forming in her eyes, as the wound blossoms
bright red.

Blood drips into the sink.

Julia
drops the knife into the sink and pinches the wound. Squeezing hard.

A speck of metal flashes inSIDE the wound.

Julia
continues squeezing, tears rolling, fingernails digging into the wound as ...

THE
TIP OF A METAL SPLINTER PUSHES UP THROUGH THE BLOOD.

Julia
starts pulling it out of her finger. The splinter rises from the wound ... and
rises ... and rises ...

More
blood spatters into the sink.

Julia
is GASPING and CRYING as the pain becomes excruciating. The glittering splinter
is five inches long and growing.

The splinter is pulled out. It's seven inches
long.

Julia
drops the splinter into the sink. She moves away from the counter, back towards
the living room, unbelieving, horrified ...

She
stumbles towards the door.

INT. COFFEE SHOP - NIGHT

Julia
walks out of the restroom. Stops cold.

Everyone
in the coffee shop is staring at her. The customers. The waiters.

The
lights are dimming. A lack of power.

Julia
forces herself to move. She goes to her table, picks up the photographs, and
suddenly notices that in the graduation pictures --

SAM
AND TERRY HAVE DISAPPEARED. ALMOST AS IF THEY NEVER WERE A PART OF THE PHOTOS.
PAUL AND JULIA ARE TOGETHER IN EVERY PICTURE -- ALONE.

Julia
grabs the photographs and turns around.

The
customers in the coffee shop are standing now. Their eyes are dark shadows.
Something about the way they stand is completely unnatural. All wrong.

Panic
begins to settle in. Julia quickly walks to the door.

		WAITER

	Julia?

She
turns. The waiter stands behind her. Eyes burning.

		WAITER
		(cont'd)
		(menacing)

	Why'd
you take it out?

That's
enough. Julia gets the hell out of there.

EXT. COFFEE SHOP - NIGHT

Julia
bolts out the door and rushes across the street. She reaches her car, disarms
the alarm, and gets inside.

INT. RANGE ROVER - NIGHT

Julia
drops the photos into the passenger seat. Starts the car. The CELL PHONE RINGS.
She answers it.

		JULIA

	Hello?

EXT. SAN FRANCISCO - MARKET STREET - NIGHT

Paul
on a pay phone. There's panic in his voice.

		PAUL

	Julia.
It's Paul.

		JULIA

	Where
are you?

		PAUL

	At
a pay phone.

		JULIA

	What
about your Dad?

		PAUL

	He
wouldn't let me in. He told me he didn't have a son.
		(then)

	Julia,
everything in my wallet's gone. Credit cards. Money. Driver's license.
Everything.

INT. RANGE ROVER - NIGHT

INTERCUT
between Julia and Paul.

		JULIA

	Then
it's already started.

		PAUL

	What's
started?

Terrified
beat. Julia trains her eyes on the coffee shop.

		JULIA

	Listen.
There's not much time. They're watching me right now.

		PAUL

	Who
is?

		JULIA

	Just
listen to me. There were five of us at the cabin.
		(beat)

	Your
best friend was with us. Joey. He had blond hair. He had a Superman tattoo on
his shoulder.

		PAUL

	I
don't know anyone named Joey.

		JULIA

	That's
because they erased your memory. If you remembered him ... if you remembered
what they did to him, you might run like Sam. That would make it hard for them
to hunt you down.

		PAUL

	Where's
Sam?

		JULIA

	He's
dead.

		PAUL

	What?

		JULIA

	They
killed him.

		PAUL

	They?

		JULIA

	Monsters.

Paul
can barely stand up. His skull is pounding.

		PAUL

	Monsters?

		JULIA

	They
really exist, Paul. They use human beings for parts. Like machines.

		PAUL

	I
can't take this.

		JULIA

	What
you saw in the forest wasn't a hallucination. They've been watching us the
entire time. Following us.

		PAUL

	I
can't --

		JULIA

	There's
a tracking device in your head. Right where the scab is.

Her
words sound chilling in the night air. Foreboding and deadly. Paul is filled
with dread.

		PAUL

	My
head?

		JULIA

	They
want us for parts. That's why they're tracking us. They take the skin and wear
it.

		PAUL

	Just
let me think for a second.

		JULIA

	They
already got Sam and Terry. And now they're making us disappear.
		(then)

	Think
about it. Your wallet. Your father.

		PAUL

	It
can't be true.

		JULIA

	It
is true! We're next!

Paul
becomes upset. He nods with grave understanding.

		PAUL

	What
are we gonna do?

		JULIA

	We
have to get back home. They're all over the place, but we can make it.

		PAUL

	Okay.

		JULIA

	Where
are you?

		PAUL

	Just
below Union Square. Right near the cable cars. Where they turn them around.

		JULIA

	All
right. There's a subway station near there.

		PAUL

	I
can see it.

		JULIA

	Wait
for me. At the top of the stairs. I'll be there in five minutes.

		PAUL

	Okay.

		JULIA

	I
love you.

		PAUL
		(in pain)

	I
love you. Please hurry.

Paul
hangs up.

INT. RANGE ROVER - NIGHT

Julia
tosses down the cell phone. The car engine STOPS.

		JULIA

	What
now?

She
tries to start the car, but it the engine won't turn over. Just as she's about
to try a second time, she looks out the windshield.

SEVERAL
DARK SHAPES STAND IN FRONT OF THE ROVER. WATCHING. THE CUSTOMERS FROM THE
COFFEE SHOP. SOME ARE STANDING RIGHT OUTSIDE THE DOOR. OTHERS ARE SILHOUETTED
IN THE STREET.

Julia
frantically tries to start the car again. No dice.

She
rips open the door.

EXT. COFFEE SHOP - NIGHT

Julia
takes off running. The SHAPES pursue.

EXT. SAN FRANCISCO - STREET - NIGHT

Julia
turns a corner and runs straight into an intersection.

A
HORN BLARES as a BUS barrels towards her.

Julia
barely leaps out of the way as the bus SCREECHES to a halt, nearly running her
down. She rises to her feet as the bus starts moving again.

Several
of the passengers have their faces pressed against the windows. Watching her.
Dark circles around their eyes.

Julia
keeps going. The PURSUING CUSTOMERS from the coffee shop are marooned on the
opposite corner by traffic. They stand motionless. Watching her escape.

EXT. SUBWAY STATION ENTRANCE - STAIRS - NIGHT

A
long flight of stone stairs leads down to the BART and MUNI stations below.
Paul sits down on the steps. Looking. Waiting.

EXT. SAN FRANCISCO - MARKET STREET - NIGHT

Julia
charges down the sidewalk. Weaving past bystanders.

As
she runs, Julia brushes past THE LITTLE GIRL from Sam's graduation party.
Standing abnormally. She watches Julia race off into the crowd with cold,
soulless eyes.

EXT. SUBWAY STATION ENTRANCE - STAIRS - NIGHT

Paul
is sitting still. His head cradled in his hands.

A
SHAPE appears in front of him. Paul looks up. Smiles.

		PAUL

	Hey
...

EXT. SAN FRANCISCO - MARKET STREET - NIGHT

Julia
races across the intersection and streaks towards the subway station entrance.

EXT. SUBWAY STATION ENTRANCE - STAIRS - NIGHT

Paul
is nowhere to be found. The stairs are empty.

		JULIA

	Paul?!

Julia
looks around desperately. She can't find him in the crowds on the sidewalks.
She turns and looks down the stairs towards the open entryway to the subway
system.

Paul
is walking through the entryway. A friend with him is patting him on the
shoulder. Just after Paul has disappeared through the entryway, the friend
turns around.

IT'S
SAM.

His
lips are parched, pitch black eyes bulging, his features somehow more twisted
and unfamiliar. His face twitches as he stares coldly at Julia, and he runs.

Small pieces of metal drop from Sam's pants
legs as he disappears through the entryway.

		JULIA
		(cont'd)
	PAUL!

She frantically rushes down the stairs.

		JULIA
		(cont'd)
	THAT'S NOT SAM!!! PAUL!!!

She rushes through the entryway.

INT. SUBWAY STATION - UPPER LEVEL - CONTINUOUS

The
upper level is almost completely empty save a few kids and late-night
commuters. Julia is hysterical now. The first time we've seen her lose control.

She
looks around frantically. Spots Paul and Sam going down the escalator together.

		JULIA

	Paul!

Julia
rushes towards the turnstiles. Jumps them. A GUARD steps out of his booth.

		GUARD

	Hey!
You need a ticket! Hey!!!

She
keeps going.

INT. SUBWAY STATION - PLATFORM - NIGHT

Paul
and Sam reach the bottom of the escalators. They move towards the platform. The
lights start twinkling. Losing power.

		PAUL
		(confused)

	I
thought you said she'd be here.

Sam
smirks back, mute ... and GRABS HIM BY THE THROAT.

The
lights GO OUT.

INT. SUBWAY STATION - ESCALATOR - CONTINUOUS

Julia
bolts down the escalator.

INT. SUBWAY STATION - PLATFORM - NIGHT

She
reaches the platform and rushes to the center.

There's
nobody else down there. The lights are flickering. Slowly, they return to
normal.

		JULIA
		(calling)

	Paul?!

No
response.

A
train RUMBLES through the station. Julia moves to the opposite side and looks.

Resting
on the tracks, leading into the tunnel, are a trail of metal pieces. Exactly
like the ones from the cabin.

Julia
looks back. The GUARD is coming down the escalator.

Without
hesitation, she jumps down to the tracks. Moving quickly and bending down to
avoid being seen, she rushes into the awaiting subway tunnel.

INT. SUBWAY TUNNEL - NIGHT

Drowned
in shadows. An unnatural silence fills the tunnel.

Julia
moves cautiously amongst the tracks. Eyes scanning the darkness. Following the
trail of discarded metal.

A
SHARP HISSING.

Julia
spins around. A few more HISSING SOUNDS rise from electrical sparks on the
tracks. Blue light flashes within the tunnel. Then, it ceases.

She
turns back to continue her search, wind sifting through her hair, when she
finds --

A
LARGE HOLE

At
the base of the subway wall. Julia reaches down and palms a few metal pieces at
the base of the hole.

She
peers inside. A dull flickering light flashes within.

Julia
takes a calming breath. She moves into the hole.

INT. CRAWL SPACE - CONTINUOUS

A
narrow and claustrophobic space. Julia squirms through the confined space,
pulling herself towards the flashing light.

INT. CORRIDOR - CONTINUOUS

Julia
pulls herself through another opening and finds herself standing in the
threshold of a corridor. Both the walls and floor are constructed of crude
metal grates and long pipes. Anything could be hiding within. Waiting.

She
moves slowly into the corridor, a STROBE LIGHT flickering around her. She
gropes towards another opening.

The
sound of her TERRIFIED BREATHING is slowly replaced by the RHYTHMIC HUMMING OF
MACHINES.

INT. STAIRWELL - CONTINUOUS

Steam
rises from the pipes. Bathing the stairwell in mist.

The
fluorescent lights above are glimmering in the darkness. Julia stands at the
top of the stairwell. She can't even see the bottom of the steps.

Carefully,
she starts moving down. Her hand gripping the metal railing.

The
HUMMING OF MACHINES grows louder ...

Her
foot accidentally kicks a few pieces of metal on the steps. A light CLINKING as
the metal scatters down ahead of her.

The
HUMMING OF MACHINES is closer now. Just beyond the sheathing clouds of blue and
white mist.

The
metal railing is suddenly replaced by HUMAN BONES.

Julia
pulls her hand away from the railing. Looks skyward and discovers more BONES
are being used to brace the ceiling along with metal beams.

She
stops. Shutting her eyes in fear. Starts to lose control.

From
somewhere within, she manages to steady herself. Keeps going through the
awaiting steam curtain at the bottom.

INT. MAIN HALLWAYS - CONTINUOUS

The
steam parts to reveal a dark space. Cold and damp.

Julia
moves into the main hallway, stumbling through a hallway that can best be
described as a living nightmare. Mammoth pipes and human skin has been
fashioned together into a wall, pulsating with the HEARTBEAT OF MACHINES that
saturates the entire hallway.

Steam
jets into the hallway intermittently from the pipes. Creating great clouds.

Julia
is beyond horrified. Her face registers a numbness. Complete and total
astonishment.

Human
bones and body parts have been so expertly fashioned into the corridor that
it's impossible to distinguish where the organic ends and the mechanical
begins.

She
enters another corridor. Her face is struck by a JET OF HISSING STEAM.

She
presses onward. Slipping past the skulls and littered metal on the floor.

Another
BLAST OF STEAM.

Something
leaps out of the middle of it.

Julia
whirls back around a corner, pressing flat against the wall as a BLACK SHAPE
moves through the steam. Unidentifiable features. Movements that suggest nothing
by chaos and madness.

The
SHAPE HISSES and CROAKS in the hallway.

Julia
waits. She doesn't even breathe. The HISSING stops.

She
gradually turns to peek back into the hallway where the thing once stood.

CLOSE
ON JULIA'S EYES

as
she looks around the corner. The shape has disappeared.

Carefully
she keeps going forward. Drenched in water and sweat. Slipping through the
steam clouds that mask another entrance.

INT. LAIR - NIGHT

A
massive room where empty human skins are dangling from hooks, complete and preserved
from head to toe. The skins sway and rock gently in the draft. Thousands of
them.

Julia
moves towards the center of the room.

A
large OPERATING TABLE awaits. But the surface of the table is sunken like a
water basin. Next to the table is a pedestal littered with BLOODY INSTRUMENTS.
Cutting tools. Knives. Curved hooks.

Julia
notices that Paul's torn clothes are resting at the foot of the table. Shirt
shredded to a rag. Sneakers orphaned nearby. Jeans spattered with blood.

Her
breathing quickens. Her heart POUNDING.

She
reaches the foot of the table. Paul is lying within the basin, completely naked
and partially covered with LITTERED BODY PARTS. Organs and entrails.

The
basin is filled with water and blood. An immobile form is resting next to him.

Julia
moves quickly. She tries to wake him up.

		JULIA

	Paul.
Paul, wake up.

He
stirs. His nose crinkles slightly.

		JULIA
		(cont'd)

	Wake
up.

She
grabs him and lifts him up. He starts COUGHING.

		JULIA
		(cont'd)

	You've
gotta hurry.
		(then)

	Here
...

Julia
grabs his jeans. She helps him slide down from the basin and he pulls them on.

A
skinned HAND grabs hers. Julia yelps a SCREAM.

The
other form -- a thing in the
basin -- rises and turns. Slicked with blood. Empty sockets where the eyes
should be. Mouth falling open. A horror that shouldn't be alive.

Julia
SCREAMS again.

Her
free hand grabs a HOOK from the pedestal and swings the blade into the thing's
neck. Blood fountains up.

The
thing begins SHRIEKING.

With
Paul leaning on her for support, Julia rapidly heads for the door.

INT. MAIN HALLWAYS - CONTINUOUS

Julia
navigates her way through the hallways. Moving blindly through sudden JETS OF
STEAM, the sound of MACHINES around them. Paul leans on her, his eyes remaining
closed, COUGHING and stumbling.

JULIA'S
POV

Racing
through the halls. The steam clouds suddenly EXPLODING into her view.

INT. STAIRWELL - CONTINUOUS

Julia
reaches the stairwell and helps Paul climb the steps. She looks back over her
shoulder. Nothing behind them.

INT. CORRIDOR - CONTINUOUS

Julia
stops at the corridor opening. The strobe light FLASHES within. Clicking.

The
corridor looks empty. Nothing but pipes and shadows.

		JULIA

	We're
almost there.

Julia
turns to Paul and finds a face with glaring yellow eyes and metal teeth. He
stares back at her.

A
moment of sheer horror. Julia reels back into the corridor. Pressed flat
against the wall. Sliding towards the crawl space opening.

Paul
starts advancing into the corridor. Grinning with teeth that flash with every
click of the strobe light.

She
keeps sliding away ...

He
grabs his chest and RIPS IT OPEN, tearing the covering skin apart as he would a
shirt. A menagerie of human bones and metal are revealed behind it.

Julia
tries to scream. Eyes wide. She can't make a sound.

Paul
tears the skin covering his chest wider. Pulling it away. Stripping himself
clean.

Julia
reaches the crawl space. Sliding down.

The
last pieces Paul's skin are torn off. The thing that had been pretending to be
Paul stands in his place.

Only
brief glimpses are allowed by the strobe light. An abysm of immemorial lunacy
consisting of fashioned human parts and twisted metal. A human heart beating
within exposed ribs. Bones combined with pulleys and rods. The face of a skull.
A contradiction of all matter and cosmic order.

Julia
slips back into the crawl space. Still trying to scream.

INT. CRAWL SPACE - NIGHT

Julia
drags herself through the crawl space. Moving quickly. Panicked.

INT. SUBWAY TUNNEL - NIGHT

Julia
squeezes herself through the exposed hole. She kicks to her feet and tears off
into the tunnel.

INT. SUBWAY TUNNEL - STATION OPENING - NIGHT

Julia
has almost reached the platform opening for the train.

BEHIND
HER, A CHORUS OF PURSUING MONSTROUS SCREAMS RISE UP WITHIN THE TUNNEL.

INT. SUBWAY STATION - PLATFORM - NIGHT

Julia
runs directly parallel to the subway platform. The lights alongside of her
start flickering and go out, one by one, as she advances.

THE
HISSING AND SCREAMING CONTINUES TO RISE.

She
reaches the opposite tunnel and grabs hold of the platform, pulling herself up.
The platform goes dark.

Appearing
out of the far tunnel are a DOZEN DARK SHAPES, scampering along the walls and
running on all fours across the tracks. Their characteristics barely visible.

Julia
kicks back as the shrieking things bear down on her, yellow eyes flaring in the
dark, metal teeth flashing.

Julia
tries to run for the escalator, but the things cover the walls behind the
tracks. Ready to spring.

Finally,
one of the monsters does leap towards her ...

AND
IS SMASHED TO BITS BY AN APPROACHING BART TRAIN.

Reducing
the monster to a few vestiges of scattered metal. The other creatures on the
tracks are also run down.

Julia
watches as the train RUMBLES past. And then, silence.

Nothing
is left except for a few swirling newspapers. The lights flicker and come back
to life.

Rising
up to her feet, rescued from death by chance, Julia starts backing towards the
escalator. Her eyes locked upon the darkened tunnel before she turns and races
up.

EXT. SUBWAY STATION ENTRANCE - STAIRS - NIGHT

Rain
has started falling again. Pelting the stairs.

Julia
dashes up the stairwell and sprints into the street. She doesn't look back.

DISSOLVE TO:

EXT. SAN FRANCISCO - STREET - NIGHT

The
rain falls so heavily that it creates a dense, blue FOG which shrouds the
entire street.

Julia
appears through the storm, running towards a telephone booth on the street
corner. She rips open the door, steps inside, and slams the door shut.

INT. PHONE BOOTH - NIGHT

She
drops a few quarters into the phone. Dials. And waits.

INT. LEVIN HOUSE - LIVING ROOM - NIGHT

Dark
and still. Lightning frames the windows. The picture of Julia and her mother
rests near a phone as the line RINGS.

Guy
comes downstairs and answers the portable.

		GUY

	Hello?

Static.

		GUY
		(cont'd)
		(bewildered)

	Is
anyone there?

INT. PHONE BOOTH - NIGHT

A
flash of LIGHTNING outside.

		JULIA

	Daddy?
... It's Julia ...
		(beat)

	They
might still be around ... feeding on power from the phone lines. Can you hear
me?
		(beat)

	...
Dad?

		GUY
		(over phone)

	I
can't hear you. Hello?

Beat.

		JULIA

	Daddy,
help me ... help me, please ...

INT. LEVIN RESIDENCE - LIVING ROOM - NIGHT

More
STATIC resounds over the phone. Guy hesitates a moment, then returns the
portable to the cradle.

INT. PHONE BOOTH - NIGHT

CLICK.
The line is abruptly cut off.

Julia
begins to cry. She covers her face with her hands. The tears roll through her
fingers.

INT. LEVIN RESIDENCE - LIVING ROOM - NIGHT

Guy
stares at the phone for a moment. A
strange feeling. Something isn't right. He thinks a moment. Then shakes it off
and heads upstairs, moving directly past the picture next to the phone.

JULIA
IS GONE. VANISHED FROM THE PICTURE WITHOUT A TRACE. ONLY HER MOTHER REMAINS.

Lightning
flashes across the picture's glass frame.

					DISSOLVE TO:

INT. SAN FRANCISCO - SUBWAY STATION - DAY

The
afternoon rush of people trying to get home.

A
GROUP OF THREE COLLEGE STUDENTS come down the escalator into the station.
CONNOR is among them, now eighteen and wearing a Berkeley sweatshirt. His
friends are BARRY and MIKE.

		BARRY

	Why
the hell didn't we bring the car?

		CONNOR

	You
wanna pay for gas?

		BARRY

	Better
than this shit. I hate BART.

		MIKE

	He
has a point. I made the mistake of trying to use the bathroom. What do these
people do? Stand with their ass hanging over the toilet and aim?

Connor
checks his watch.

		CONNOR

	We're
late. Party started an hour ago.

		MIKE

	We'll
make it.

		BARRY
		(trace of sarcasm)

	Yeah
Connor. Relax. We might get there right after the kegs dry out.

		CONNOR
		(resigned)

	I
should study anyway.

A
FEMALE VOICE calls out from across the platform.

		FEMALE
VOICE (O.S.)

	Connor?

He
turns around and scans the crowd, locating a ragged figure that moves quickly
towards him. With her dirty clothing and sunken eyes, it takes a moment to
register. This is Julia. Her skin is pale. Her hair is stringy and knotted.

		JULIA

	I've
been looking for you.

		CONNOR

	What?

		BARRY
		(hushed)

	Great.

		MIKE

	Just
ignore her.

		JULIA

	They
tried to get me. Several times.  But I
managed to get away. I've always managed to get away.

A
train rushes into the station. Connor is speechless.

		CONNOR

	I'm
... sorry ..

		JULIA

	But
you'll help me. You will help me.

Connor
raises his hands and backs towards the train as the doors slide open. His
friends are already aboard.

		CONNOR

	I'm
sorry.

		JULIA

	No,
wait ... it's Julia ... don't you remember?

He
gets into the train. His friends are laughing. Connor turns to his friends with
a look of smirking disbelief.

		CONNOR

	How
the fuck did she know my name?

		BARRY

	She
heard me say it.

		CONNOR

	Jesus
Christ.

		JULIA
		(overlapping)

	It's
Julia! I'm your sister!

The
doors slide closed in her face.

INT. SUBWAY TRAIN - DAY

Julia
begins beating on the doors to be heard. Connor and his friends are a little
freaked but they're still laughing at her.

		JULIA

	PLEASE!
CONNOR! I'M YOUR SISTER!

The
train starts to move. People inside move in front of the doors and block
Julia's view of her brother.

		JULIA
		(cont'd)

	PLEASE
DON'T LEAVE ME! CONNOR!

Julia runs alongside the train. Still beating on the doors.
Her face awash with tears.

		JULIA
		(cont'd)

	THEY'RE
GOING TO KILL ME!!!
		(shrieks)

	THEY
...!!!!

The train picks up speed. Julia is left behind.

The grinding of the wheels is heard as the train moves into the subway tunnel.
The sound of machines drowns out every other sound and consumes all.

BLACKOUT.
THE END

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