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-------------------------

                                                       FADE IN:

               EXT. CEMETERY - LATE DAY

               A late model Chevy pickup truck pulls into a grassy cemetery
               and stops.  A young kid, Kevin, 22, gets out walks through
               the patch of gravestones.  He stops at one gravestone and
               bends down over it.

               GRAVE STONE

               He reads the carved etching on the front and stops.

                                   KEVIN
                             (to grave stone)
                         I remember you told me this story.
                         It was about why you were dying.
                         You had this cancer that couldn't
                         be cured.
                             (off his words)
                         No cancer can be fucking cured.
                             (a beat, continues)
                         It was in the head, brain seizures
                         from when your kid was killed. 
                         I've seen him in my house.  It's
                         really weird but I can talk to him. 
                         He tells me to keep your breath
                         from going cold and I'll do the
                         same.

               It rains.  Kevin gets up and looks toward his truck.  He
               starts walking toward it as his pocket vibrates.  He reaches
               and grabs his cell.

                                   KEVIN
                             (into cell)
                         Hello?

               INT. TAXI - DUSK

               From inside a taxi traveling slowly through a quiet
               neighborhood in a rural mountain town.  Stephanie rides back
               seat through a gloomy section of mountain talking on her
               phone.

                                   STEPHANIE
                         I'm on my way.

                                                       DISSOLVE TO:

               EXT. NEIGHBORHOOD - DUSK

               The taxi slowly pulls up a street with a severe incline.

               INT. HOUSE - FOYER - MORNING

               Kevin enters the living room holding a bucket of paint.  He
               stops at the unfinished wall and sets his paint down.  A lot
               of empty paint can surround his place of work.  The color
               Beige and many used rollers.

               As he grabs the brush, his cell rings.  He sets grabs the
               cell from the table and answers it.

                                   KEVIN
                         Yeah, hey, what's up?
                             (a beat)
                         Yeah, I'll be there in a few, I
                         gotta get some shit done first.
                             (a beat)
                         All right.

               He hangs up his cell and continues paining.  After a minute,
               he sets the brush down and walks toward the refrigerator and
               grabs a bottle.  He heads back into the living room to be
               greeted by...

                                   STEPHANIE
                         Your door was unlocked.

                                   KEVIN
                         Shit, you scared me.

                                   STEPHANIE
                         I called you a while ago.

               After a second, Kevin continues with business, as if she
               wasn't there.

                                   KEVIN
                         So what went wrong at home?

                                   STEPHANIE
                             (starts in between
                              sentence)
                         ...decided I wanted a vacation. 
                         Had a fight with my mom because of
                         my boyfriend.  I ended up breaking
                         up with him.  But I have no money
                         so I thought I'd come and see how
                         you we're doing.

                                   KEVIN
                         Where you goin'?

                                   STEPHANIE
                         I start school in a little less
                         than two weeks in Virginia.

                                   KEVIN
                         What'd your mom say about that?

                                   STEPHANIE
                         Nothing, she already knows.

               Kevin grabs a paint roller, dips it in some pain, and glides
               it up the wall.

                                   STEPHANIE
                             (continuing)
                         Well anyway, I gotta plane to catch
                         in Denver a week from now.

                                   KEVIN
                             (turns to her)
                         Yeah, I'm trying to fix this place
                         so I can head out to school up
                         north.

                                   STEPHANIE
                         Where ya goin'?

                                   KEVIN
                         I've been looking at Columbia, but
                         I wanna broaden my horizons.

                                   STEPHANIE
                         Okay.

                                   KEVIN
                         Carl told me about it.

               Stephanie watches, silent, and sturdy.  Kevin looks at her
               and wonders what's next.

                                   STEPHANIE
                         When you start?

                                   KEVIN
                         Here and there, a while back. 
                         Never had any money to do it until
                         when grandpa died.

               A beat.

                                   STEPHANIE
                         Sorry that I couldn't be here to
                         help with the funeral.

                                   KEVIN
                         Is that how you're going to
                         college?

               A cold beat.

                                   STEPHANIE
                         Yeah.  Figured I might as well put
                         the money to good use.

               Another cold beat.

                                   KEVIN
                         I called your cell.
                             (a beat)
                         Then I called your mom and she told
                         me to send her a picture of his
                         father.  Something about it she
                         felt she needed to have it.

                                   STEPHANIE
                         Really?

                                   KEVIN
                         Yeah I found it.  Gave it to a
                         friend a few days ago when some
                         punks broke in and stole everything
                         but that.
                             (a beat)
                         There was something on the back of
                         it, I dunno, it's written in some
                         foreign language and I can't read
                         it.
                             (a beat)
                         And if I figure it's worth
                         something, your mom might have to
                         wait.
                             (he laughs)
                         Naw I'm just kidding, you can send
                         it to her if you want.

               A beat, Stephanie looks toward the stairs.

               Kevin sets his brush down and grabs some paint buckets and
               takes them outside.

                                   KEVIN
                         I'll be right back.

               From the outside, we hear the sound of a bunch of buckets
               from the outside.

               Stephanie heads slowly for the stairs and looks around for a
               quick moment.

               INT. SECOND FLOOR - MORNING

               She looks up from the second floor and sees where the stairs
               lead to, a dark hallway that leads to three bedrooms.

               She comes up the flight of stairs and heads for the top.

               She looks at the photos alongside the wall as she heads up
               the creaky stairs.

               EXT. FRONT YARD - MORNING

               Kevin heads to his beat-up truck, puts his painting supplies
               in the back, and gets inside.

               He gets inside the truck and backs out of the rigid driveway
               and turns down the street.

                                                       MOVE TO:

               INT. SECOND FLOOR - MORNING

               Stephanie slowly looks through the box of doors and sees a
               door open slightly.  She walks over to it and peeps inside.

               INT. ROOM - MORNING

               Stephanie enters the dark room.  She looks for a switch on
               the wall for a light.  She clicks it on, but nothing.

                                   STEPHANIE
                             (mutters)
                         Needa getta new light for this
                         room.

               She continues looking around the room and sees a view from
               the curtainless window.  She gazes out the window at the snow
               covered mountains and hills that surround the area.

               After a few seconds, she leaves after her interest goes away.

               INT. STAIRS - MORNING

               Stephanie walks past the stairs and finds a bathroom as the
               next room over.

               INT. BATHROOM - MORNING

               Stephanie feels for a light switch and clicks it on.  This
               room has light, but reveals a bathroom that is ancient for
               her.

                                   STEPHANIE
                         What in the hell?

               She looks around and looks towards the huge mirror on the
               wall.  She looks at her face, then looks down at the sink and
               turns on the water.

               With her hands, she forms a bowl and fills with water to wash
               her face.

               After, she wipes her face with her hands and looks for a
               towel to dry off with, but finds none.  She shakes her head
               and heads out of the room.  Turns off the light and shuts the
               door.

                                                       DISSOLVE TO:

               EXT. STREET - FRONT OF HOUSE - DAY

               The truck pulls up.  The sky is gray.  Light snow falls from
               above.  Kevin gets out of the truck and carries his set of
               equipment with him. He heads up for the front of the house
               and enters.

               INT. LIVING ROOM - (EVENING)

               Kevin enters a lonely house.  He sets his equipment on the
               floor, just anywhere and heads into the kitchen.

               FROM THE REFRIGERATOR, Kevin grabs a beer.  Closes the door,
               heads into the living room.

               BACK IN LIVING ROOM

               Kevin heads through the foyer and heads up the stairs and up
               to his room.

               INT. MASTER - EVENING

               He enters and sits his beer on a bedside table and flips on a
               TV that rests on his dresser in front of the bed.

               He turns on his TV and finds a station within the static.

               It is really dark in and out of the room.  He lays on his bed
               and drinks his beer, falls asleep.

                                                       DISSOLVE TO:

               INT. HOUSE - LIVING ROOM - DAY

               The house is quiet, nobody is here.  Totally silent, except
               for what's not there.

               INT. STAIRS - DAY

               Stephanie climbs up the stairs and heads to her room with her
               suit case in her hand.  She opens the door and exits FRAME.

               The door to the attic makes a bulge, a breeze of freezing
               air.

               THE AIR BECOMES DARK, then...

               BLACKNESS

               THE SAME EXACT SPOT - HOURS LATER

               We find it is now light outside.  CAMERA soon moves up from
               the floor position and slowly rises to see what looks to be a
               thin rope tied at each end of what we FROZE at in the
               previous shot.

               INT. STEPHANIES BEDROOM - MORNING

               Stephanie sleeps on her bed. She rises from her bed, her hair
               a total mess.  She sits up and looks out the window.  The sun
               is not poking in from where she is.  She gets up and yawns
               her way to the door.

               Her feet stick to the cold, wooden floor as she creeps over
               to her door.

               TRACK from her bed, follow her walking, and stop at the very
               edge of the wall, just barely seeing the door, and BLACKNESS
               on the other side, where we would normally see the hallway.

               Without stopping in her 2 ft. trip she grabs the doorknob.

               Her hand turns to open, but the door does not.  In fact, the
               door should open from the inside, and is why it will not open
               now.

               When the door doesn't  open, her hand comes free without
               ease. 
               She looks for a moment at the doorknob and twists it again. 
               But nothing.  The door will not open.  It is being held from
               the other side.

               FACING the FLOOR from the CEILING, TRACK over her bedroom,
               into and over the hallway, and into her brother's bedroom.

               INT. MASTER - MORNING

               Kevin has nearly fallen off his bed.  As we watch him, a LOUD
               NOISE comes from across the hallway which wakes him up.

               His, Kevin's eyes, face his door, which every time he hears a
               crashing sound, his door pulls with it.

                                   KEVIN
                         What the fuck?

               His eyes soon follow, gaining interest.  He gets up.  Enters
               the hallway.

               INT. HALLWAY - MORNING

               Kevin enters FRAME and comes toward her door.  He hardly
               notices what is tying the two doors together.

                                   KEVIN
                         What the hell's going on?

               Stephanie stops for a moment and realizes something's not
               right.

                                   STEPHANIE
                         Kevin?



               HALLWAY

               Kevin faces the door and yawns as he looks at his watch.  He
               heads back into his bedroom like nothing has happened.

                                   KEVIN
                         Stephanie, go back to sleep, some
                         of us have to work today.

               IN STEPHANIES BEDROOM

               Stephanie is still trying to open her door, not trying
               anything else.  She stands in front of her door.

                                   STEPHANIE
                         Then open the door!

               INT. MASTER - MORNING

               Kevin closes his door and hits his bed and falls back to
               sleep.

               IN STEPHANIES BEDROOM

               Still in her room, she continues to talk to Kevin, who is no
               longer in his room.

                                   STEPHANIE
                         Kevin?

               INT. HALLWAY - SAME TIME

               The door opens to Kevin gripping a set of scissors.  He looks
               at her with sudden wonder.

                                   STEPHANIE
                         What the hell did all this?

               A quick beat, then Stephanie exits her room and finds Kevin
               and her mom chatting.

                                   KEVIN
                         I dunno, but it happened about two
                         weeks ago.

               Kevin re-enters his room and finds his way to his bed and
               falls down dead.

                                                       DISSOLVE TO:

               EXT. SIDE OF HOUSE - DAY

               Kevin comes from the front porch and heads to his truck.

               His friend Carl is already there, waiting.

                                   CARL
                         Kevin, what's up man, we're late.

                                   KEVIN
                         Don't worry, it's only what's his
                         name finishing up that shit from
                         yesterday.

                                   CARL
                         Yeah, well I'm getting paid next
                         week from the government anyway.

               As they get inside the truck and pull out, Stephanie stands
               in close view, but startles Carl.

                                   CARL
                         Stephanie, what're you doin' here?

                                   STEPHANIE
                         Fucked up at home, you?

                                   CARL
                         Naw, jus' chillin.  You need a ride
                         somewhere?

                                   STEPHANIE
                         Yeah, to the school.  You know a
                         girl named Kimberly?

                                   CARL
                         I should, she's my girl.

                                   STEPHANIE
                         I told her to meet me at the
                         school.

               Kevin looks at her, then nods forward for her to get inside
               the truck.

                                   KEVIN
                         get in.

               The truck speeds down the muddy driveway and down to the
               street.

               INT. TRUCK - MORNING

               Stephanie sits on the side, next to Carl, who sits middle.

               Her eyes wander throughout the neighborhood as Kevin drivers
               her to the school.

                                   STEPHANIE
                         So, you guys painting something
                         today?

                                   KEVIN
                         Gotta finish up on some old mans
                         house.

               Stephanie nods her head, but can give a shit less.

                                   STEPHANIE
                         So, what's up around here, there
                         anything to do?

                                   CARL
                         What, like fun?
                             (a beat)
                         We play pool down the street on
                         Saturdays, other than that, we just
                         work.

               Stephanie eyes all the houses they pass, then...

                                   STEPHANIE
                         That all?

                                   KEVIN
                         Well what did you expect?  This
                         ain't up the road.

                                   STEPHANIE
                         You got a car though.

                                   KEVIN
                         What, this?  This is my work truck.
                         I never go nowhere with this piece
                         of shit.

               As Kevin continues down the street, he makes a turn and heads
               down a hill to the school house.

                                                       CUT TO:

               EXT. SCHOOL - MORNING

               The truck stops in front of an old building that looks like a
               museum of some ancient sort.

                                   STEPHANIE
                         This it?

                                   KEVIN
                         Yeah, I'll see you when I see you.

               She gets out of the truck and heads up for the front of the
               school house.

                                                       FLASH TO:

               EXT. COURT YARD - MORNING

               Stephanie approaches the court yard and looks around.  She
               sees various teens hanging around and doing school related
               thing.  Some teens drink, others smoke.  Stephanie sees
               someone she recognizes and approaches her.

                                   KIMBERLY
                         Stephanie, when you get back in
                         town?

                                   STEPHANIE
                         Yesterday.  Got tired of my moms
                         bullshit, so I took off.

                                   KIMBERLY
                         You stayin'?

                                   STEPHANIE
                         Not at school, hell no.

               A quick beat.

                                   KIMBERLY
                         So what's up then?

                                   STEPHANIE
                         Wanna get outta here?

               Kimberly, a few of her friends, and Stephanie eating lunch
               outside at a table under some trees.

                                   KIMBERLY
                         It's got cold out here.

                                   FRIEND 1
                         It snowed last night.

                                   KIMBERLY
                         I'm freezin' my tits off.

                                   STEPHANIE
                         Y'all wanted to eat out here.  You
                         two comin' with us?

                                   FRIEND 1
                         I got some work to catch up on or I
                         don't graduate.

                                   KIMBERLY
                         Don't worry, Steph, I gotcha.

               Stephanie continues chewing bubble gum, then they get up and
               head toward the snow covered road outside the school.

               EXT. STREET - DAY

               Kimberly and Stephanie wander down the street, headed toward
               a set of homes in the area. Stephanies cell phone rings.  She
               reaches and answers it.

                                   STEPHANIE
                         Hello?

               A beat.

                                   STEPHANIE
                         No, I don't give a shit about that.
                         It's not my fuckin' problem.

                                                       CUT TO:

               INT. CONDO - DAY

               Karen, mother, 34 years, chats from a desk in her master
               bedroom while watching a soap.

                                   KAREN
                         Well there's a ton of money siting
                         on it.

                                   STEPHANIE (V.O.)
                         I didn't come out here for money. 
                         I came out here to say fuck you.

                                   KAREN
                         Well, before you ever think of
                         coming home, you should consider
                         finding me that painting then.

                                   STEPHANIE (V.O.)
                         I have it, but not on me.  But I
                         won't give it up with out a fight.

               EXT. STREET - DAY

               Stephanie hangs up the cell phone and pockets it.  She looks
               at Kim as they head up the hill and to...

               EXT. KIMBERLY'S HOUSE - DAY

               They approach the front of the house, behind some front
               trees.

                                   STEPHANIE
                         So what's there to do around here?
                         My cousin said there's nothing but
                         playing pool.

                                   KIMBERLY
                         There's a place we all go and chill
                         out at, but we only do that on
                         Saturdays.

               They enter the house.

               INT. FOYER - DAY

               Kimberly leads Stephanie into the house.  She looks around,
               making sure nobody is behind or in front of them.

               She continues up some stairs and into...

               INT. BEDROOM - DAY

               Kimberly gets on her bed.  Stephanie sits in a desk chair and
               looks at the wall, various pieces of art including...


                                   STEPHANIE
                             (noticing something out of
                              the ordinary)
                         What's that?

               Kimberly looks up at...

               THE PORTRAIT, hanging on the wall, completely out of place.

                                   KIMBERLY
                         Something your cousin gave to me.
                         Told me to hang onto it for a
                         while.  Other than that, I have no
                         idea.

               Stephanie gazes at the portrait for a long while, then gets

               up and looks at it.  She notices the back ground, a
               mysterious setting in a mountainous locale.

                                   STEPHANIE
                             (referring to portrait)
                         Where is he?

                                   KIMBERLY
                         Mountains somewhere, I guess. 
                         Don't really care.

               Stephanie takes a more definite look at the portrait, then
               looks at the man.

                                   STEPHANIE
                         That's my grandpa, isn't it?

               Kimberly continues gazing at the painting, has no idea.

                                   KIMBERLY
                         Actually I think he did say it was
                         about him.
                             (looks at Stephanie)
                         Why he gave it to me.

                                   STEPHANIE
                         Yeah, yeah, said it was almost
                         stolen.  And why he, he gave it to
                         you.
                             (a beat)
                         My mom told me there's something on
                         it that's worth some money.

               Kimberly just continues to stare at the wall, nothing in
               mind, then her cell rings.  She answers it.

                                   KIMBERLY
                             (into cell)
                         Hello?
                             (a beat)
                         Okay, I'll do it, okay fine.  What
                         kind?

               A beat.

                                   KIMBERLY
                         What time does it need to be done?
                             (a beat)
                         Okay, thanks, bye.

               She hangs up her cell and looks at Stephanie.  She gets up
               and pays her attention to her watch.

                                   KIMBERLY
                         Wanna come with me?

                                   STEPHANIE
                         Where to?

                                   KIMBERLY
                         Gotta get a few things from the
                         store.

               Stephanies eyes are still on the painting as Kimberly heads
               to the door.  Stephanie reaches over and gets up across the
               bed and grabs the portrait.

                                   KIMBERLY
                         What are you doing?  Come on.

                                   STEPHANIE
                         Jus' a sec, okay?

               Kimberly continues to stand in the door frame of the bedroom.

               She takes the portrait and looks at the back or it, nothing,
               then looks at the front of it and looks for a second.

                                   KIMBERLY
                         How long is this gonna take?

                                   STEPHANIE
                         I'm jus' seein' if she's right?
                         Kimberly stops.

                                   KIMBERLY
                         If who's right?

                                   STEPHANIE
                         My fucking mom.

               Stephanie takes the portrait and removes it from its frame
               and looks at it from all sides.

                                   KIMBERLY
                         What're you doing?

                                   STEPHANIE
                         There's supposed to be something
                         written on the other side of this.
                             (to Kim)
                         You don't mind if I...

               Kimberly shakes her head, already knows what she's gonna do,
               and doesn't care.

                                   STEPHANIE
                         ... good.
                             (she removes staples with
                              scissors)
                         If she's right, there's something
                         written on this.

               A beat, Stephanie continues with the portrait.

                                   KIMBERLY
                         What?

                                   STEPHANIE
                         I don't know.

               Another quick beat, Kimberly turns her attention away from
               the portrait and toward the door, then heads into the
               hallway.

                                   KIMBERLY
                         Why are you all of a sudden
                         fascinated with that?

                                   STEPHANIE
                         Just having some fun while I'm
                         here.

               The paper(base of portrait) is removed with ease.  Stephanie
               takes the portrait from the wood and looks on the back of it. 

               She sees something, and something else catches her eye.

               A beat.

                                   KIMBERLY
                             (peeps into room)
                         What's on it?

                                   STEPHANIE
                         Nothing really, but there's
                         something I can't read.

               Stephanie instantly discards this and flips the portrait over
               to the front and considers.  She looks at Kim, then back to
               the portrait.

                                   KIMBERLY
                         Ready to go?

                                   STEPHANIE
                         Yeah.
                             (a beat)
                         What about the picture though?

                                   KIMBERLY
                         Just leave it.  You can fix it when
                         we get back.

               Stephanie gets up and heads to the door.  She follows
               Kimberly down the stairs and out the front door and out to...

               EXT. STREET - DAY

               Kimberly looks both ways before she crosses the street,
               Stephanie quickly behind.

                                   STEPHANIE
                         Where we goin'?

                                   KIMBERLY
                         Down the street.

               A beat, as Kimberly and Stephanie walk down the street, they
               start conversation.

                                   KIMBERLY
                         If you wanna do something later on,
                         you can come with me.

                                   STEPHANIE
                         Where to?

                                   KIMBERLY
                         You like to drink?

               INT. STORE - DAY

               Kimberly reaches in a freezer and grabs two bottles of Corona
               Light and hands one to Stephanie, who stands behind her,
               waiting.

                                   KIMBERLY
                         Hold this.

               She gives the bottle the Stephanie and continues to the front
               counter.

               EXT. STORE - DAY

               Stephanie and Kimberly walk down the street drinking Corona
               as they head down the street even further.

               EXT. HOUSE - DAY

               Kimberly and Stephanie approach the front of the house
               Stephanie lives.  They head up the porch and enter.

                                                       CUT TO:

               INT. HOUSE - DAY

               Stephanie and Kim enter the foyer, finding Kevin and Carl
               painting the living room.

                                   STEPHANIE
                         What are you guys doing?

               Kevin stops and looks at her.  Carl turns around from the
               wall and sees her standing by the door.

                                   CARL
                         We're finishing up the living room.
                         Where ya been?

                                   STEPHANIE
                         We got dinner.
                             (a beat)
                         How long have you been painting
                         this place for?

                                   KEVIN
                         About two weeks.  Well anyway,
                         what'd you get to eat?

                                   KIMBERLY
                         We got Taco Bell.

               Stephanie heads for the kitchen and sits the food on the
               counter and takes out her taco and starts eating.

                                   STEPHANIE
                         What time is it?

                                   KEVIN
                         It's almost time for us to go
                         out...

               Stephanie stops as she heads for the refrigerator.

                                   STEPHANIE
                         Really, where?

                                   KEVIN
                         ... to get some more rollers. 
                         We're almost down to our last two.

                                   KIMBERLY
                         Y'all ain't gonna leave us here are
                         y'all?

                                   KEVIN
                         Depends if you wanna tag along with
                         us.

               Stephanie pulls out a root beer from the refrigerator and
               snaps it open an chugs along with her taco.

                                   STEPHANIE
                         What're ya doing later on tonight
                         then?

                                   KEVIN
                         Goin' to bed, been a long day.  All
                         our fun shit's done on the weekend.

                                   CARL
                         This is for the weekday.

               Stephanie finds her a chair to sit in and rest her legs in
               for a moment.  Kimberly flips on the flat screen TV and
               watches.

                                   KIMBERLY
                         Y'all still got cable?

                                   KEVIN
                         Yeah, channel nine's the TV Guide
                         channel.

               Kevin turns to Stephanie and glances at her as she eats.

                                   KEVIN
                             (head behind us)
                         So what's up Stephanie?  How long
                         you stayin' for?

                                   STEPHANIE
                         As long as I want to, right?

                                   KEVIN
                         You gonna pay rent?

                                   STEPHANIE
                         You own this fuckin' place, so no.

               He looks down at all his dried up paint and then to Carl.

               He puts on his jacket and is ready to leave.

                                   KEVIN
                         You ready to leave already?

                                   CARL
                         Yeah, lets go.

                                   KEVIN
                         Y'all wanna come with us?  Beats
                         stayin' here alone.

               Stephanie and Kim both get up at the same time Carl heads
               toward the door.  He carries his stuff all in his right hand.

               Stephanie heads out the door in front of Carl.  Kevin puts
               his brush down and follows them outside.

               FROM HOOD OF TRUCK

                                   CARL
                         Kevin, put on the heater man, my
                         balls are freezing.

               Kevin starts the ignition and turns in the heater for Carl
               and Stephanie.

                                   KEVIN
                         better?

               He turns around and looks back as he pulls the truck out of
               the driveway and onto the street.

               EXT. STREET - EVENING

               The trucks REAR LIGHTS come on in front of the CAMERA, turn
               off and head down the road.

               INT. TRUCK - EVENING

               Stephanie and Kim sit bunched up between the two of them.

                                   KEVIN
                         You talk to your mom today?

               Stephanie looks at him then gets out her cell phone and looks
               at the time.

                                   STEPHANIE
                         No.

               A calm beat, she says nothing further.

                                   KEVIN
                         She tell you about her picture?

                                   STEPHANIE
                         Yeah, I looked at it.  Nothin' on
                         it worth reading.

                                   KEVIN
                         I think it's worth something.  Some
                         guys broke in and took one off the
                         wall, so I gave the one of him to
                         Kim to hold onto.  Just in case.

                                   STEPHANIE
                         Yeah, you told me, when I got here.

                                                       CUT TO:

               EXT. STREET - NIGHT

               Kevin pulls onto a street that heads up an incline.  The
               truck slows down as it reaches a destination.

               INT. TRUCK - EVENING

               Kevins eyes wander.  Carl pays attention to the street ahead
               of him and comes to a stop.

               Carl opens the door and gets out of the tuck.

                                   CARL
                         Tomorrow man, see ya.

                                   KEVIN
                         All right then.

               He closes the door and heads up for his place, into the
               darkness around them.

                                                       DISSOLVE TO:

               INT. BEDROOM - NIGHT

               Stephanie, asleep in bed, rolls around as she tries to sleep.

               Her window is closed with frost covered on it.

               She continues to roll around in her sleep, having an intense
               dream by the feel of it.

                                                       DISSOLVE TO:

               (dreaming)

               EXT. ROAD - NIGHT

               The truck heads down a familiar road.  One we've seen
               earlier. An old building lies up ahead.

               INT. TRUCK - EVENING

               Kevin, talking, has his eyes on the road, and his eyes on his
               cousin.

               Stephanie looks out the front and sees something in the
               distance, a DEER crossing the road.

                                   STEPHANIE
                         Kevin, a deer in front of us, slow
                         down.

               Kevin taps the brakes a little, but does not stop fully.

               Instead, the deer pushes on, somewhere unknown.

                                                       DISSOLVE TO:

               EXT. OLD MILL - EVENING

               The truck zooms past the old mill, and as it does, it stops
               very rough.

               INT. TRUCK - EVENING

               Kevin puts the truck into PARK and turns his head to
               Stephanie. Stephanie takes a look around and wonders...

                                   STEPHANIE
                         Why did you stop?

               Kevin looks at her.

                                   KEVIN
                         I can't talk why I drive.

               He shuts off the ignition and gets out of the truck.

               EXT. MILL - EVENING

               Kevin stands next to the truck and pulls out a cigarette and
               starts to smoke it.

                                   STEPHANIE
                         Kevin, what're you doing?  Lets go,
                         come on.

               Kevin stops and turns to her.  The CAMERA stops to trap the
               image of Kevin and Stephanie, plus a lantern-lit window that
               belongs to the third floor of the abandoned structure.  A
               noise comes from the building.

               (earlier) Kevin walks around, shot gun aimed in front of him,
               patrolling the scene.  He follows a soft noise, the blowing
               of the wind.

               He stops and looks toward another part of the mill, looks up
               and sees...

               A MAN on a bridge, GLOWING from above.  Kevin aims his gun,
               but the man walks away. (dreaming incomplete)

                                                       CUT TO:

               WHITE

               INT. BEDROOM - MORNING

               Stephanie wakes up and feels sweaty all over.  She gets up
               and looks out the window and sees it's morning.  She gets out
               of bed and yawns as she walks to the door and into...

               INT. HALLWAY - MORNING

               ... the hallway and down the stairs.

               INT. LIVING ROOM - MORNING

               The sun comes in over the white drape and soaks the living
               room with intense white light.

               Kevin and Carl are painting again, this time they are
               finishing up the living room, and it looks much more
               progressed than yesterday.

                                   CARL
                         What time you get home last night?
                         I tried calling you to see what's
                         up about tonight.

               Kevin continues painting to wall.  He turns to Carl and turns
               back to the wall.

               Stephanie enters the room and heads for the kitchen and opens
               the refrigerator and pops out a Root Beer.

                                   KEVIN
                         I went to sleep when I got home, my
                         cell was on buzz.

               Kevin moves the roller over the wall, covering up the bare
               whiteness.

               EXT. FRONT YARD - DAY

               Stephanie comes into the front yard and finds a place, a
               bench and sits down.  She reclines her feet up and watches as
               the sky goes over her, as the clouds come and go.

               A noise from in the bushes gets her attention.  She raises up
               and looks in that direction.

               INT. LIVING ROOM - MORNING

               Stephanie re-enters the living room and approaches Carl and
               Kevin finishing the wall.

                                   STEPHANIE
                         Kevin, what's down the dirt road
                         just behind the school?

               A quiet beat, Kevin looks at her and continues painting.

                                   KEVIN
                         Nothing, why?

                                   STEPHANIE
                         I had a dream we went back there
                         and there was a mill or some shit,
                         it was really weird, it felt so
                         real.

               Carl dabs more paint onto his roller and hits the wall again
               following Kevin.

                                   KEVIN
                         What was the dream about?

                                   STEPHANIE
                         We were just driving, and we were
                         there.

                                   KEVIN
                         Whoops.  You know there is a mill
                         around the other side of town.  I
                         don't think it's near the school,
                         but there is one nearby.  What else
                         happened?

                                   STEPHANIE
                         We saw something, something
                         glowing.

                                   CARL
                         A ghost?

                                   STEPHANIE
                         Naw, or it could have been.  It was
                         an old man I think.

               Kevin stops, turns around facing Stephanie and gives a hard,
               deep look, then looks out the window.

                                   KEVIN
                         Sounds like something that actually
                         happened out here.
                             (a beat)
                         Someone I know was killed there.  I
                         think it was one of our cousins
                         from a while ago.

               A beat.

                                   KEVIN
                             (referring to dream)
                         What else happened?

                                   STEPHANIE
                         That's it.

               A beat, Kevin sets his roller down and takes a breather.  He
               grabs a root beer from the fridge and sits sown for a second.

                                   STEPHANIE
                             (calm)
                         What's wrong?

                                   KEVIN
                         Nothin', jus' tired.

               He drinks.

                                   KEVIN
                         That sounds a little bit like the
                         picture that was stolen, a story
                         around that.

                                   STEPHANIE
                         Really?

                                                       DISSOLVE TO:

               EXT. MINE - DAY

               The FLASH of a portrait taken of a man standing in front of a
               mine in the 1930s depression era.

                                                       DISSOLVE TO:

               INT. FOYER - DAY

               The portrait stands tall as the main piece for the walk in of
               the house.  A younger man comes down a pair of stairs holding
               a tube with his arms.

                                                       CUT TO:

               INT. LIVING ROOM - DAY

               Kevins voice is heard from off to on screen.

                                   KEVIN
                             (telling story)
                         He hung the portrait in the foyer.
                         That same time, the kid takes off
                         with some work of his and heads for
                         the mine and never returns.

               Kevin finishes the right wall, then looks at Carl and sets
               his rollers down and grabs his paint and moves to the other
               wall.

                                   KEVIN
                         And after that, the dad had a
                         brother, my grandpa, our grandpa,
                         and he lived here.

                                   STEPHANIE
                         How are they related to us?

                                   KEVIN
                         I dunno, blood I guess.

               Stephanie could care less at the moment, just watching Kevin
               and Carl paint has her temporary attention.

                                   STEPHANIE
                         Gee that's really fascinating, what
                         are we doing tonight?

                                   CARL
                         Call up Kim, she wants to do
                         something later on she told me.

               Stephanie gets on her cell and dials a number and pins phone
               to her ear.

                                   STEPHANIE
                             (into cell)
                         Kim, you there?

               A beat.

                                   STEPHANIE
                         Yeah, it's me, no nothing much, and
                         I wanna do something.

               A beat.

                                   STEPHANIE
                         What time?
                             (a beat)
                         Hold on, I'll see.

               She grabs cell and hold her hand over the receiver and turns
               to Kevin.

                                   STEPHANIE
                             (to Kevin)

                         When y'all gonna be done painting
                         the wall?  Kim wants to know
                         because she says she's goin' with
                         y'all tonight and is fuckin' bored.

               Kevin, without turning his head, replies...

                                   KEVIN
                         We'll be another hour or so.

               Stephanie turns back to her cell and continues with Kim.

                                   STEPHANIE
                         About an hour.
                             (a beat)
                         All right then, I'll see you there.

               She hangs up her cell and watches Kevin and Carl tone up the
               wall.

                                                       CUT TO:

               INT. POOL HALL - NIGHT

               Q-BALL into RACK OF POOL, kids drinking beer, Kevin and Carl
               play a game of pool with their friends.  Stephanie is behind
               it all, watching, beer in hand.

                                   KEVIN
                         All right Carl, I need to barrow
                         some cash you owe me.

                                   CARL
                             (pushy)
                         You owe me ten bucks from last
                         weekend.

               They share a brief friendly laugh as Kevin watches Carl hit
               in the first ball.  Stephanie turns to Kim and stands by.

                                   STEPHANIE
                         I got money on Carl, you?

                                   KIMBERLY
                         Don't bet your money on that.
                             (a beat)
                         I bet on Kevin then.

               Carl throws down his fifty.  Kevin grabs his money and throws
               it down next to his.

                                   CARL
                         I'll throw in my fifty, you guys
                         just watch me and him go at it.

               Kimberly looks at the pool table and sees Kevin and Carl
               playing a game of pool, smoking and drinking a beer.  Across
               the room two biker looking men stand around playing pool.

               One of the men turns toward Kevin and stares at him for a
               minute.

               Kevin shoots in one of his balls and makes it in a corner
               pocket.  Carl watches, then moves aside for Kevin to continue
               another shot.

                                   KEVIN
                         Move aside, and I'll show y'all how
                         it's down around here.

               Kevin aims, shoots, and misses by an inch.  Carl laughs, then
               takes another drink.

                                   CARL
                         Ha, whoops.

               Carl aims his pool stick and shoots.  He makes it in just as
               the men staring at them earlier approach.

                                   RAOUL
                             (biker punk)
                         How bout I'll show y'all a game?

               Kevin gets up and considers his options.

                                   KEVIN
                         How much y'all got?

                                   RAOUL
                         I ain't makin' this about money.

               Kevin looks at Carl, smiling, then continues to approach.

                                   KEVIN
                         No cash, no game.

                                   RAOUL
                         I want something that was in your
                         house.

               Kevins smile instantly goes away.  He thinks for a second,
               then figures it out.

                                   KEVIN
                             (serious)
                         You the one who broke into my
                         fucking house?

               Kimberly gets in between Raoul and Kevin as they face each
               other square.

                                   KIMBERLY
                             (to both)
                         What's this all about?


                                   RAOUL
                             (to Kim)
                         I know it's in your place...
                             (to Kevin)
                         ... and I'll play you for it.

               A beat.  He turns around to his buddies drinking over by the
               bar, they nod.

                                   RAOUL
                         It's become the only way I can get
                         it.

                                   KEVIN
                         Don't care, not interested.

               Kevin nods off to Carl as they turns back to the pool table.

               Kim keeps a close eye on Raoul as he continues to stand
               there, waiting.

                                   RAOUL
                         You win, I give you my ride.

               Kevin stops, turns to Raoul and faces him once again.

                                   KEVIN
                         What kind is it?

                                   RAOUL
                         It's a beauty.  I win, I get the
                         picture, I lose, you get a new
                         ride.

               Holding a cigarette, he takes a puff from it and blows smoke
               to his face, in his direction.

                                   KEVIN
                             (to his friends)
                         I dunno, should I?

                                   KIMBERLY
                         I don't know, should you?

               He turns back to Raoul and smiles...

                                   KEVIN
                         You got yourself a bet.

               The man laughs, then takes another puff from his cigarette.

               Kevin is silent.  Raoul continues eye balling him, then grabs
               his pool stick and hits the eight ball in.

                                   RAOUL
                         I win, new game.

               POOL TABLE, the row stacked with pool balls is hit with the
               Q. stick.

                                   RAOUL
                         My ball.

               Kevin grabs his stick and aims toward a STRIPED ball.  He
               hits and misses.

                                   CARL
                         Kevin, what the fuck?

               Kevin looks at him with a serious attitude and tone, then
               looks back toward Raoul as he hits in another ball.

               Raoul knocks in ball after ball, winning in less than five
               minutes.  Raoul gets up from the pool table and approaches
               Kevin.

                                   RAOUL
                         My winnings?

               Kevin looks at Carl, then leaves scoffs as he heads toward
               the door.

                                   KEVIN
                         Please...

                                                       CUT TO:

               EXT. TREES - NIGHT

               Kevin walks down the street, into some trees and some bush.

               From down the street, LIGHTS appear in the distance and
               rapidly approach.

               A group of bikers stops next to Kevin.

                                   RAOUL
                         I told you I'd win.

               Raoul turns off his engine and stares at him.  He waits for
               something, but Kevin continues walking.

                                   RAOUL
                         Hey, where you goin'?

                                   KEVIN
                         Follow me and find out.

               From under his belt, he latches the safety from his gun and
               grabs it with his free hand and starts up his engine and
               follows Kevin.

                                                       CUT TO:

               Kimberly leaves the pool hall and heads for the street.
               Stephanie follows her outside.

               EXT. SIDEWALK - NIGHT

               Stephanie catches up with Kimberly and walks with her to god
               knows where.

                                   STEPHANIE
                         Where ya goin'?


               Kimberly turns around and sees Stephanie approaching her from
               behind.

                                   KIMBERLY
                         Come with me.

                                   STEPHANIE
                         What are you doin'?

                                   KIMBERLY
                         Follow me and be quiet.

                                                       CUT TO:

               EXT. STREET - NIGHT

               Kevin, walking next to Raoul, off his bike and on foot
               heading up an incline.

                                   KEVIN
                         What does this mean then?

               Raoul turn and stares, not responsive.

               A beat.

                                   RAOUL
                         We get this and it'll be done.

                                   KEVIN
                         What will?

                                   RAOUL
                         Just give me what you owe me.

               Kevin stops and turns to him.

                                   KEVIN
                         Which one do you want?

               INT. BEDROOM - NIGHT

               Kimberly and Stephanie turn on a flash light and aim it on
               the painting.

                                   STEPHANIE
                         What are we looking for?

                                   KIMBERLY
                         I dunno, something, that's really
                         important.

               Stephanie looks at her, then take the light and flips the
               painting to its reverse side and aims the light over the
               back.

                                   KIMBERLY
                         What's on back?

               EXT. STREET - NIGHT

               Kevin and Raoul walk toward the front of his house.  They
               approach the front yard and head up to the front door.

               INT. FOYER - NIGHT

               Kevin enters the house and walks down the hall and stops.

               Leaving the door open, Raoul follows him inside and stops
               behind him.

                                   RAOUL
                         Where is it?

                                   KEVIN
                         I don't know.  I put it somewhere
                         when my house was broken into.

               Kevin slowly walks up the stairs and looks on the side of the
               wall...

                                   KEVIN
                             (as they walk up)
                         You see it anywhere?

                                   RAOUL
                         No, it's here.  Where is it?

               Kevin stops and turns around to him and stares him down for
               the first time.

                                   KEVIN
                         If you know you're wasting time,
                         then go back to your friends and
                         ride your cold asses up the hill.

               Raoul stops and looks down to the foyer a considers his
               options.

                                   RAOUL
                         Where the hell is it?

                                                       CUT TO:

               INT. BEDROOM - NIGHT

               Stephanie and Kim take the painting.  Kim rolls it and looks
               at Stephanie.

                                   KIMBERLY
                         If this thing is worth what they
                         say, then lets make it our game.

                                                       CUT TO:

               (scene changes to bedroom)

               INT. ATTIC - NIGHT

               Raoul follows Kevin into his attic, hand at his belt buckle
               the whole time.  Kevin stops and turns around.

                                   KEVIN
                         If I was gonna kill you I woulda
                         done it by now.

                                   RAOUL
                         Being safe.

               Kevin stops over a box of crap and removes it and opens the
               box underneath it.

                                   KEVIN
                         It's in here.

               Raoul is silent as Kevin plunders in the box.  He stops and
               turns around and sees...

                                   KEVIN
                         What are you doing?

                                   RAOUL
                         Didn't think I was leavin' here
                         empty handed did you?

               Kevin is silent, then brings out a picture that resembles the
               painting from the flashback.

                                   KEVIN
                         What you wanted right?

               Raoul approaches Kevin, removes his hand from his gun and
               grabs the painting and looks at it.

                                   KEVIN
                         It's all there.

                                                       CUT TO:

               INT. LIVING ROOM - NIGHT

               LIGHT ON over the portrait.  Kimberly and Stephanie hover
               over it with a magnifying glass, looking at every inch of the
               portrait.

               A knock at the door.

                                   KIMBERLY
                             (to Steph)
                         You mind getting that?

               EXT. FRONT PORCH - NIGHT

               The door opens to Kevin standing front and center.  He looks
               distraught.

                                   KEVIN
                         What're you doing?

                                   STEPHANIE
                         Not the same as you.  Where you
                         been?

               Kevin enters the door.  Stephanie closes it behind him.

               INT. LIVING ROOM - NIGHT

               Kevin enters and sees what he did not expect.  The portrait
               abroad and center living room.

                                   KEVIN
                         Carl here?

               Stephanie and Kimberly both nod as they continue with the
               portrait.

                                   KEVIN
                         What the...?

               Kim turns around and sees Kevin enter the living room and
               sits down on the sofa.

                                   KEVIN
                         Where'd you have it?

                                   KIMBERLY
                         I've had it since you know...
                             (a beat)
                         ... since you gave it to me.

                                   KEVIN
                         I thought we put it in the attic in
                         my house a short while after.

                                   KIMBERLY
                         Nope.

               A quick beat, then...

                                   KEVIN
                         What's so special about that
                             (points)
                         anyway?

                                   KIMBERLY
                         We're finding that out as we speak.

               Kevin gets up and approaches Kimberly as she combs the
               portrait with her magnifying glass.

                                   KEVIN
                         Lemme look at it for a few
                         moments...
                             (a beat)
                         Please?

               Kimberly hands Kevin the lenses and starts scoping the
               portrait.  He finds nothing.  He moves back from the portrait
               and looks at the back ground from top to bottom.

               As he considers the location the portrait suggests, his eyes
               are buried into the painting even deeper, then, he looks to
               the mill behind the man, then turns his attention to the
               computer in the back ground of Kimberlys living room.

                                   KEVIN
                         Can we use that for a second?

               Kimberly looks at the computer, then toward Stephanie who
               poses an unknowingly face.

                                   KIMBERLY
                         I guess, what do you need to find?

                                   KEVIN
                         Something.

               Kevin gets on the computer and starts typing in some phrases
               and clicks "search."

               As the computer does its magic, Kevin and the two behind
               wait. Something happens, the lights all of a sudden go out.

               Kimberly, Stephanie and Kevin are all left in the dark.

                                   KEVIN
                         What the hell just happened?

               Kimberly waves the flash light around then heads to the
               kitchen and looks outside.

               Stephanie follows her.

                                   STEPHANIE
                         What're you looking for?

                                   KIMBERLY
                         Seeing if there's anybody outside.

               Kevin gets up and heads for the door.  He looks out through
               the peep hole and looks back to Kimberly.

                                   KEVIN
                         You think somebody followed you
                         home?

                                   KIMBERLY
                         Maybe.

                                   KEVIN
                         Those guys from the pool hall came
                         with me.

               A quick moment later, then, the lights turn back on and
               everything using power makes a humming sound.

               Kimberly looks around, sees Stephanie and Kevin in the living
               room and turns back to the portrait.

                                   KIMBERLY
                         What the hell was that?

                                   KEVIN
                         I dunno, but I'm headed home in a
                         minute.  Steph you might wanna come
                         with me.

               Stephanie turns toward him and sits down for a second.  She
               looks at the portrait and considers looking at it again.

               She gets up and looks at it with soft eyes.  She remains
               focused on it for about fifteen seconds before she has a
               theory.

                                   STEPHANIE
                             (to Kevin)
                         This picture has nothing to do with
                         it.  Just a marker.
                             (approaches the portrait)
                         You see this?  It's the back drop
                         where you said the kid was killed
                         by accident.

               Kevin looks harder, does not understand, but continues
               listening.

                                   KEVIN
                         So?

                                   STEPHANIE
                             (a beat)
                         What's written on the other side of
                         it is what's out there.

               Kevin approaches and flips the portrait around and reads the
               words out very slowly.

                                   KEVIN
                         What's out there then?

               Kevin reads the writing, but cannot understand any of it.

               He stops and looks at Kimberly who wonders in amaze at what
               it actually is.

                                   KIMBERLY
                         That's all it is?  There's nothing
                         out there.

               Kevin turns to her.

                                   KEVIN
                         You ever been out there?

                                   KIMBERLY
                         Well, no, but I know the only thing
                         that's out there isn't gold.

               Stephanie looks at Kimberly and tries not to smile, but
               chuckles instead.

                                   STEPHANIE
                         It's not gold.  What was the kid
                         buried with when the rocks fell on
                         him?

               Kevin and Kimberly both think about it as they continue to
               watch the portrait with their eyes constantly moving over it.

                                   KEVIN
                         He was buried with nothing.  They
                         found him and buried him at the
                         towns cemetery back in 39.

               The mood goes quiet for a second, then Stephanie gets up and
               takes the portrait and rolls it back up and tosses it to
               Kimberly.

                                   STEPHANIE
                         Give this to Kevin, I'm done with
                         it.  I'm too tired to think a
                         hundred years in the past.

               Stephanie walks away after tossing her the portrait and heads
               for the door.  She bundles up and looks toward Kevin and
               waits.

                                   STEPHANIE
                         Ya comin' with me Kevin?  I don't
                         have the key.

               Kevin gets up and follows Stephanie out the front door.
               Stephanie waves bye to her as does Kevin.

               EXT. STREET - NIGHT

               Kevin and Stephanie make their way to the street from the
               front yard and head toward CAMERA.  They look both ways
               before walking though.

                                                       DISSOLVE TO:

               EXT. FROM A LIGHT POST - NIGHT

               Watching Stephanie and Kevin approach the house from another
               corner.

               EXT. HOUSE - NIGHT

               They approach the front of the house and make their way up
               and inside.

               INT. HOUSE - FOYER - NIGHT

               Kevin opens the door and enters before Stephanie.  Once he
               enters, he flips on the light switch, but nothing.  He flips
               it again, but nothing.

                                   KEVIN
                         What the fuck?
                             (to Stephanie)
                         Power's off.

               Stephanie enters from around him and enters the living room
               and takes a look around.  Kevin heads back out the front door
               and heads around back.  We can see him through the windows as
               he makes his way around the side and to the back.

               EXT. BACK OF HOUSE - NIGHT

               Kevin finds the power switches and opens the box and looks at
               it.  He cannot find anything wrong with it and looks into the
               house.

               He considers again that there may be a problem and tries to
               flip one switch.  He does, but nothing happens.

               INT. HOUSE - NIGHT

               Stephanie walks around in the dark and looks for a wall
               switch.  As she continues throughout the house, she stops.

               Hearing some dripping water, she looks back and remains
               stopped.  For a second, she stands there and doesn't move.

               As the water continues to drip, she decides the head up the
               stairs.

               INT. STAIRS - NIGHT

               Stephanie inclines up the stairs very slowly.  It is pitch
               black, almost.  She feels something and stops.  For a second
               she thinks she's being followed, but she turns up and feels
               more weight on the stairs than there should be.

               She remains focused on headed up the stairs, but as the
               movement of the weight continues, she hears something. 
               CREAK, CREAK, from the stairs, someone coming down. 
               Stephanie starts to shiver from anxiety, but does not close
               her eyes.  She remains in place as whatever is coming down,
               comes down.

               But she cannot see anything.

               She finally turns back around and watches as the air around
               her becomes freezing cold.  She can see her own breath as she
               stands there.

               As soon as the weight distribution on the stairs becomes even
               once again, she sees something on the floor.  A figure moving
               about, a translucent figure she can see through.

                                   STEPHANIE
                         Kevin?

               EXT. BACK OF HOUSE - NIGHT

               Kevin hears Stephanies voice and turns into the window and
               sees something in the living room.

                                   KEVIN
                         What the hell?

               Kevin closes the switch box and heads around to the front and
               re-enters the house.

               INT. HOUSE - LIVING ROOM - NIGHT

               Kevin enters and finds nothing but cold air for a brief
               moment.  He takes a look up the stairs and sees Stephanie
               standing on the staircase.

                                   KEVIN
                         What are you doing up there?

                                   STEPHANIE
                             (motionless)
                         What?

               Kevin waves his hands in front of her and looks into the
               living room.

                                   KEVIN
                         Did you find a flash light?

               Stephanie is still motionless.

                                   KEVIN
                         Stephanie?

               She instantly becomes sterilized and becomes self aware
               again, then looks down to Kevin and looks around.

                                   STEPHANIE
                         What the hell happened?  You turn
                         on the power?

                                   KEVIN
                         No.  I saw you with a flash light.
                         where is it?

                                   STEPHANIE
                         I don't have a flash light..

               Kevin remains still.

                                   STEPHANIE
                         I felt something a moment ago.

               A beat, she looks up the stairs and sees nothing.

                                   STEPHANIE
                         I felt someone else on the stairs
                         but I saw nobody.  I thought it was
                         you at first, but it came from up
                         stairs.

               Kevin stops and looks up stairs, then heads up the stairs
               himself.  On the top stair, the lights come back on.  Kevin
               looks down and sees Stephanie still in the middle.

                                   KEVIN
                         You comin' up?  I'm goin' to sleep
                         in a few minutes.

               Stephanie heads up to her room and closes the door at the
               same time Kevin heads for his bed.

                                   STEPHANIE
                         What're you doing tomorrow?

                                   KEVIN
                         I dunno.

               A beat.

                                   KEVIN
                         We'll figure it out.

               INT. MASTER - NIGHT

               Kevin finds his way to him bed and sets his alarm and grabs
               his sheets.

                                                       CUT TO:

               INT. ATTIC - MORNING

               The sun shines down into the attic from a bay window on the
               rear of the house, the roof.

               A door opens and someone enters the staircase.

                                   KEVIN
                         Hello?  Stephanie, you up here?

               Kevin walks up the stairs and finds Stephanie looking through
               some boxes.

                                   STEPHANIE
                         Something I can't explain last
                         night drew me up here a few minutes
                         ago in a dream.

                                   KEVIN
                         So you're having dreams now?

                                   STEPHANIE
                         I always have dreams.  Heard a few
                         steps up there last night.  I
                         thought I dreamed it, so I came in
                         here to find out.

               Kevin approaches Stephanie as she sifts through boxes of old
               crap.

                                   KEVIN
                         Well when you're done with all
                         that, make sure you clean it all
                         up, okay?

                                   STEPHANIE
                         Fine.

               She continues looking around as Kevin heads back down the
               stairs and exits the attic.

               INT. FIRST FLOOR - MORNING

               Kevin heads into the kitchen and opens the fridge and grabs
               some left overs and pops it in the microwave.  He sets the
               timer and presses go.

               The microwave hums as it cooks his food.  Kevin enters the
               living room and grabs some paint buckets and heads to the
               door under the stairs in the foyer.

               INT. BASEMENT - MORNING

               Kevin opens the door and hauls down the bucket.  On his way
               down he flips on a light switch.  The lights come on
               revealing a darker than light basement with no space to
               spare.  The basement actually resembles an old living room
               that remains vacant.  Kevin sets his things in a closet and
               closes the door.  He heads back up the stairs and turns off
               the light.

               INT. KITCHEN - MORNING

               From the kitchen, Kevin comes through the rest of the front,
               heading toward CAMERA and opening the microwave.  He grabs
               his food and pulls it onto the table and starts eating
               breakfast.

               INT. ATTIC - MORNING

               Stephanie continues pondering through old reminiscent news
               papers that have been kept.  As she reads through one that
               she has found, she compares it to an old photo album sitting
               next to her.  She compares her findings and comes up with
               something thrilling.

               INT. KITCHEN - MORNING

               Kevin continues to finish his chow.  He watches out the
               window as clouds roll in over the mountains and create a
               blanket of coldness that takes their every last breath.

               We hear steps coming down the stairs, then Stephanie enters
               the living room and approaches Kevin eating at the table.

                                   KEVIN
                         What'd you find?

                                   STEPHANIE
                         Not much, but I did find and
                         compare the way the kid was killed
                         the day he was.

               Kevin is stumped.

                                   STEPHANIE
                         I found old newspaper detailing
                         what happened.  It was just sitting
                         up there.

               Stephanie approaches the table and sits down in front of
               Kevin and waits for him to start listening.

                                   KEVIN
                         Okay, go on.

                                   STEPHANIE
                         I told you last night there was
                         something on the stairs.  What if I
                         told you it's a ghost.

               Kevin stops chewing, picks something out of his teeth and
               continues eating.

                                   KEVIN
                         Okay.

                                   STEPHANIE
                         It's him.  The kid who was killed
                         in the mine.

                                   KEVIN
                         The mill.

                                   STEPHANIE
                         Yeah, whatever.  It's him.  He's
                         doing something.  It seems he was
                         working with his dad on something
                         that he never finished.

                                   KEVIN
                         yeah, blah, blah, blah, blah, blah.
                         A beat.

                                   KEVIN
                         You mind telling me something I
                         don't now?

                                   STEPHANIE
                             (surprised)
                         What, you already know this?

                                   KEVIN
                         It's not everyday one learns his
                         house has something walking up the
                         stairs.

               A quick beat.

                                   KEVIN
                         it happens every once in a while I
                         was told.  Some ghost hunters from
                         around here told me, but I never
                         saw anything.

                                   STEPHANIE
                         Well I did, last night.  When I was
                         walking up the stairs, I felt it. 
                         I didn't see shit but I felt it.

               She takes a deep breath.  Then, sarcastically.

                                   STEPHANIE
                         And if I woulda known this place of
                         all places was haunted, I woulda
                         stayed back in Denver with a
                         friend.

                                   KEVIN
                         Well since you came, you mind
                         washing this for me?

                                   STEPHANIE
                             (not taken back)
                         How does it feel to live in a real
                         haunted house?

               She smiles as she asks.  He has a definite look on his face.

                                   KEVIN
                         Well, for one thing, it's not
                         haunted.

               I've never seen a damn thing, and another thing, you didn't
               see anything.  What you felt, if you felt anything...

                                   STEPHANIE
                             (interrupting)
                         I did.

                                   KEVIN
                         It coulda just been the house
                         settling in.  It is cold out side
                         and when it gets cold, the house
                         tends to shake a little bit.

               Stephanie is in utter disbelief.  She chuckles as she gets
               nerve to tell him...

                                   STEPHANIE
                         Are you calling me a liar?

                                   KEVIN
                         You don't know half of what's going
                         on.  Now as for ghosts, if you say
                         you felt one, I want some proof,
                         okay?

               Stephanie chuckles a second, then reads Kevins eyes, he is
               not kidding.

                                   STEPHANIE
                         Well how am I supposed to do that?

                                   KEVIN
                         Think of something.  How did you
                         see it the first time?

                                   STEPHANIE
                         I just felt it.  It might be
                         impossible for me to get any real
                         proof.

               Kevin finishes his breakfast and throws the trash away and
               heads into the living room and sits to watch some TV.

               Stephanie remains at the table in the dining room, thinking
               about nothing.

               INT. STAIRS - LATER

               Stephanie sits at the base of the stairs, thinking... 

               She remains at the base of the stairs until...

               KNOCK, KNOCK, KNOCK...  at the door.  She gets up and answers
               the door.  Kimberly stands behind it.

                                   KIMBERLY
                         Hey.

                                   STEPHANIE
                         Hey, come on in.

               Kimberly follows Stephanie to the living room and they sit
               down.

                                   KIMBERLY
                         What're y'all two doin'?

                                   STEPHANIE
                         Nothing really.  Being as bored as
                         you.

                                   KIMBERLY
                         Naw I'm not bored.

               Kimberly sits and watches TV as Stephanie remains in her own
               thoughts.

                                   STEPHANIE
                         Kim, do you know how to find what
                         haunts a house?

               Kimberly eyes turn away from the TV and turn toward
               Stephanie.

               She has a similar look Kevin had when he told him.

                                   KIMBERLY
                         What're you talking about?

                                   STEPHANIE
                         This house is haunted.  I just
                         wanna know what it is.

               Kimberly turns toward Kevin, who gives a "don't know" gesture
               and turns back toward the TV.

                                   KIMBERLY
                             (to Kevin)
                         What haunts this place Kevin?

                                   KEVIN
                         I dunno.  I never see anything.
                         This is the first I've ever heard
                         of anything.

               Stephanie interrupts.

                                   STEPHANIE
                         Yeah, but you know what happened
                         though.  With the kid who was
                         killed.

                                   KEVIN
                         Yeah, so?

                                   STEPHANIE
                         I saw it in the house and that shit
                         don't fly with me.  I can't sleep
                         till I know what the hell that was.

               Kevin takes a breath, then looks at Stephanie and Kimberly
               and gives an obscene gesture.

                                   KEVIN
                         What is it then?

                                   STEPHANIE
                         Help me find out.  You told me
                         about some ghost hunters that came
                         in here.

                                   KEVIN
                         That was when I was still a kid.
                         And I wasn't being serious about
                         that.

                                   STEPHANIE
                         I'm not being serious about that
                         either, I wanna do it myself.

                                   KEVIN
                         Go ahead then.

                                   STEPHANIE
                         I need your help.

                                   KEVIN
                         No, you know more about it than I
                         do.
                             (to Kim)
                         Kim, help her with her ghost hunt
                         will ya?

               Kimberly stares at him with shock and awe.

                                   KIMBERLY
                         Your house is haunted and you don't
                         wanna know what it is?

                                   KEVIN
                         Well, I've never seen shit.  You
                         tell me.

                                   STEPHANIE
                         You've just never been in the right
                         place before.

                                   KEVIN
                         What, and you have?

                                   STEPHANIE
                         Obviously, I saw something and I
                         wanna know what it is.

               Kevin takes a breath, then looks at Kim as she watches TV and
               nods.

                                   KEVIN
                         When did you see it?

               A beat.  And before Stephanie speaks.

                                   KEVIN
                         I mean, what time did you see it?

                                   STEPHANIE
                         It was when you went outside, when
                         the power went off.

                                   KIMBERLY
                             (to Kevin)
                         How often does your power go off?

                                   KEVIN
                         Not often.
                             (to Steph)
                         What time was that?

                                   STEPHANIE
                         Like around one in the morning.
                             (to Kim)
                         What time did we leave your place?

                                   KIMBERLY
                         You know, I don't even remember.  I
                         went to sleep right after you guys
                         left.

               Stephanie gets up, looks above the TV and sees the clock
               hanging.  The fingers turn slowly, making a minute a full
               circle.  She walks toward the stairs and stops in front.

               She turns around to the door and stops for second and thinks.

               Kimberly gets up and heads in her direction and stops next to
               her.  She focuses on Stephs eyes, trying to sees what she
               sees.

                                   KIMBERLY
                         What're ya looking at?

                                   STEPHANIE
                         Trying to remember what time we
                         came home.

                                   KIMBERLY
                         Well don't think too hard.  It's
                         not that damn important is it?

               Stephanie turns to her...

                                                       CUT TO:

               INT. FOYER - NIGHT

               Stephanie looks at her watch and looks at the camcorder
               recording the stairs.

               A sound from up the stairs catches her attention for a
               second.

               She turns and stares, gets up and walks toward the camcorder.

               She looks up the stairs and at the view finder on the machine
               and adjusts the clarity.  As she looks at the screen, she
               sees something that keeps her eyes on the screen.  Something
               moves.  Her eyes slightly turn away from the camcorder and
               turns up the stairs, but she sees nothing.  She turns back to
               the camcorder and sees something coming down the stairs.

                                   STEPHANIE
                             (in sudden shock)
                         Oh my god!

               She continues recording the stairs and keeps her eyes on the
               moving translucent object.

               The object comes down the stairs and just before it makes
               contact with the floor, it stops for a second, then
               disappears into thin air.

               Stephanie turns off the cam and rewinds the video.  She
               presses play and watches what she recorded.  It is a true
               ghost.

                                                       CUT TO:

               INT. LIVING ROOM - DAY

               Kevin and Carl sit in the living room playing a play station
               game as Stephanie looks at her video and compares it to right
               now.

               She rewinds the video constantly, one after another trying to
               put the pieces together.

               She turns off the cam and takes it into the living room and
               steps in front of Kevin and Carls game.

                                   KEVIN
                         Stephanie, get outta the fuckin'
                         way.

                                   STEPHANIE
                         I got something here to show you.

               She hooks up the wires to the TV as Carl and Kevin remain
               seated.

                                   STEPHANIE
                         I recorded this last night when you
                         went to sleep.  I don't know what
                         to make of it.

               She plays the tape.  Carl and Kevin watch the tape in sudden
               shock and disbelief.

                                   KEVIN
                         I don't get it, how did you get
                         this?

                                   STEPHANIE
                         Jus' kept the camera going.  I got
                         this just before the battery went
                         dead.

               A beat.

                                   STEPHANIE
                         That raises some weird speculation
                         for me.

               Kevin continues watching the TV as Carl thinks to himself.

                                   CARL
                         You seem to know more than you
                         think you do.
                             (a cold beat, some
                              laughter)
                         I had no idea this place was really
                         haunted.

               She turns off the cam and looks at the time scale on it.  It
               reads [1:41:23... 24... 25... 26... 27... 28... 29...]

               And so on.  She stops it and looks at the pause of the figure
               that walks down the stairs.

               She stops the tape unhooks the cords connecting the cam to
               the TV and sits down.  As she sits...

                                   STEPHANIE
                         Anybody gonna say something?

                                   CARL
                         What are ya gonna do with that?

                                   STEPHANIE
                         I dunno.

                                   KEVIN
                         What ya could do is send it to
                         Holly wood and tell them you got
                         the real thing.

               Stephanie laughs, then looks at the TV and waits till Carl
               whups Kevin in BURN OUT.

                                   STEPHANIE
                         My turn.

               Kevin throws her the controller and the game restarts.  Carl
               looks at her just as the game begins, then turns to the TV
               and presses the gas.

               As Kevin watches the two play, a shadow emerges behind the
               front door.  KNOCK, KNOCK, KNOCK.  Kevin turns and sees a
               shadow.

                                   CARL
                         This ain't my house.

               Kevin gets up and walks to the door and answers it. 
               Stephanie and Carl remain, thinking it is Kim, but after a
               minute, Kevin returns and sits back down with a look that
               will take a century to get rid of.

                                   KEVIN
                         Raoul from up the street was found
                         dead this morning at the mine.

               Stephanie turns to him, Kevin cannot come to realize what is
               going on.  Carl presses pause and looks toward him.

                                   CARL
                         Yeah, so?

                                   KEVIN
                         I was the last person to see him
                         last night.

                                   CARL
                         Again, so?

                                   STEPHANIE
                         How'd he die?

                                   KEVIN
                             (unfunny coincidence)
                         There was a cave in or some shit.

               He fell through some loose boards.

                                   CARL
                         Falling through loose boards isn't
                         a cave in.

                                   KEVIN
                         It had something to do with that.

               Kevin looks toward Stephanie and Carl just as Carl resumes
               their game.

                                   KEVIN
                         Okay, Stephanie, what the hell's
                         going on?

               Stephanie looks at, but doesn't recall.

                                   STEPHANIE
                         What're you talking about?

                                   KEVIN
                         You said something about that
                         picture having something to do with
                         the mine.

               A beat.

                                   KEVIN
                         I'm nervous.

               Stephanie gets her ass busted in BURN OUT and throws the
               controller to the floor and looks at him.

                                   STEPHANIE
                         What are you gonna do?  Are you in
                         trouble?

                                   KEVIN
                         That was the sheriff telling me he
                         has a witness saying I was the last
                         person he was with.

                                   STEPHANIE
                         What happened?

                                   KEVIN
                         I brought him here and gave him a
                         picture that he said was his after
                         that game of pool.

                                   STEPHANIE
                         But you didn't give him the
                         picture.

                                   KEVIN
                         Guess that didn't stop him, maybe
                         that's why he was killed.

               They are both silent.  Kevin nods to then heads for the
               closet next to the basement door and grabs something from it.

               He re-enters the living room, portrait in hand, all rolled
               up, and unrolls it and slides on onto the floor.

               OVER HEAD SHOT of the portrait off its frame lying straight
               on the floor in front of the TV.  Kevin is first over it, but
               has no clue what he's looking for.

                                   KEVIN
                         I don't get it.  What's this gotta
                         do with something buried at the
                         mine.

               Stephanie takes a hard look at the painting and puts her head
               into thinking mode and remains quiet for a few moments.

                                   STEPHANIE
                         Maybe this wasn't meant to be read
                         in that way.

               Kevin and Carl turn to her as she moves in closer onto the
               painting and tries to decipher what's not there.

                                   STEPHANIE
                         What's on the back?

               Kevin flips it over to the other side and reads.  Stephanie
               finds a microscope on the counter and grabs it.  She looks
               hard at the words that are written on the back.

               In with the microscope over the words written.  Stephanie
               slowly reads the sentence prescribed over half a century ago.

                                   KEVIN
                         What's it say?

                                   STEPHANIE
                         It just says something about all
                         best wishes granted.

               Stephanie moves back and away from the painting and tells
               Kevin...

                                   STEPHANIE
                         Just mail it back to my mom and get
                         it settled.

               She puts the microscope down and flips on the TV again.

               Kevin turns back down to the painting then looks to Stephanie
               with disbelief.

                                   KEVIN
                         What else is there?

                                   STEPHANIE
                         There's nothing else, and don't
                         worry about that guy, we're your
                         alibi if you need one.

                                   KEVIN
                         Well thanks, but that's not all I
                         wanted to hear.

                                   STEPHANIE
                         Oh and what did you wanna hear?

                                   KEVIN
                         Maybe that this thing wasn't such a
                         waste of time.

                                   STEPHANIE
                         What are you talking about?

                                   KEVIN
                         You know...?

                                   STEPHANIE
                         Just put it away.

               Kevin rolls the painting up and takes it away.  Carl gets up
               and reclines on the couch and watches TV.  Stephanie looks to
               Carl, then grabs the remote for the video game set and
               says...

                                   STEPHANIE
                         Wanna play?

                                                       DISSOLVE TO:

               INT. DINING ROOM - BACK DOOR - NIGHT

               All the lights out, and everybody asleep, a cool breeze is in
               the air.  Condensation on the windows forms in a distinct
               pattern of the window.  As the condensation continues, a
               finger runs words through the coldness of it and stops.

                                                       DISSOLVE TO:

               INT. SAME - MORNING

               The sun is up and the morning is cold.  Clouds appear over
               the horizon but all is blurry through the windows.  A noise
               from upstairs turns into noise downstairs as Kevin enters the
               kitchen and fetches something off screen from the fridge.

               As Kevin closes the fridge and heads for the dining room
               table, he stops cold in his tracks as he finds himself in
               front of...

                                   WINDOW
                         "in two days... another one will
                         fall...

               Kevin reads the words and considers who might have done it.
               He heads back up stairs...

               INT. BEDROOM - MORNING

               ... and enters her room, Stephanie still asleep.  He nudges
               her to wake up.  As her eyes open, she sees Kevin...

                                   STEPHANIE
                         What the hell are you doing in
                         here?

                                   KEVIN
                         Wanna see something crazy?

               Her eyes widen as she gets up out of her bed and sets foot on
               the floor.

               INT. KITCHEN - MORNING

               Stephanie and Kevin walk in to find the kitchen window
               smudged with.  The words still written.  Stephanie approaches
               the glass and looks back at Kevin.

                                   STEPHANIE
                         Who wrote it?

                                   KEVIN
                         I dunno, you write it?
                             (turns to her)

                                   STEPHANIE
                         I didn't write it.

                                   KEVIN
                             (reading)
                         "Two days another one falls".
                             (ends reading)
                         Falls where?

               She turns to Kevin and then toward the front door and walks
               to it.

               INT. FOYER - MORNING

               Stephanie looks at the door and checks the locks.  Kevin
               follows behind her and waits in the living room for her to
               return.

                                   KEVIN
                         So how bout it?

                                   STEPHANIE
                         Still locked.  Nobody was in here
                         last night.

                                   KEVIN
                             (questioning)
                         Nobody?

                                   STEPHANIE
                         Well no physical person came in
                         here last night.

               She turns to the window and reads the sentence again.  She
               looks toward Kevin and gestures unknowingly.

                                   STEPHANIE
                         What do you think it is?

                                   KEVIN
                         I hope this isn't your ghost trying
                         to talk to us.

               She turns to him and smiles.

                                   STEPHANIE
                         If this was a ghost, what would you
                         do?  Or what could you do?

                                   KEVIN
                         If it was a ghost, I'd ask "why
                         now"?

                                   STEPHANIE
                         There's only one thing here that
                         there hasn't been in the past
                         years.

               A beat.

                                   STEPHANIE
                         How long you say you've been living
                         here?

                                   KEVIN
                         I haven't been here more than a
                         year alone.

                                   STEPHANIE
                         Then it's because of that most
                         likely.  Maybe there's something
                         telling you something it couldn't
                         tell you when you weren't alone.

               Kevin sits down and grabs his cell.  He dials a number and
               presses it to his ear.

                                   STEPHANIE
                         Who you callin'?

                                   KEVIN
                         Shh...

               Stephanie waits until Kevin answers into the cell.  She looks
               toward the window and considers...

               She thinks really hard about what is happening and why.

                                   STEPHANIE
                         What happened before I came here?
                         Was there any ghost activity then?

               Kevin puts his hand over the cell and listens to her very
               carefully.

                                   KEVIN
                         What?

                                   STEPHANIE
                         Was everything fine before I came
                         here?

                                   KEVIN
                         yeah, everything was fine, almost.

               Stephanie turns to him and considers another idea she has.

               She gets up and heads for the kitchen and grabs something to
               eat.

                                   STEPHANIE
                         Maybe this isn't about you Kev.

               Kevin ignores Stephanie as he continues to wait for his call
               to go through.  He ends the call and turns to Steph as she
               sits down at the table.

                                   KEVIN
                         He's not there, and what?

                                   STEPHANIE
                         This isn't about you.  It's about
                         me.  Why I'm here.

                                   KEVIN
                         You're only here for a week.

                                   STEPHANIE
                         Maybe that's too long.  I think
                         after that one night, being the
                         only one to see a ghost, that's
                         it's time for me to head out of
                         here.

               A deep gesture from Kevin.

                                   KEVIN
                         You don't have to go.

                                   STEPHANIE
                         My plane leaves in three days. 
                         I'll be gone for good after that.

               She heads for the stairs and disappears into a fuzzy...

                                                       DISSOLVE TO:

               EXT. CAMPUS - DAY

               Stephanie reading a book with exerts of images and readings
               of an old newspaper she has acquired.  It is a book of past
               references.  The book is about a history of ancient art and
               paintings.

                                                       CUT TO:

               INT. APARTMENT - DAY

               Sitting at a table doing homework, her cell phone rings.

               She reaches and answers it.

                                   STEPHANIE
                         Hello?

               A beat, she listens.

                                   STEPHANIE
                         Yes, this is she.
                             (a beat)
                         Well I left a month ago and I'm in
                         school now.
                             (another beat)
                         What do you mean?  How long?
                             (a beat)
                         Okay, okay.

               A beat.  Feeling of guilt runs down her face as she talks
               into the cell.

                                   STEPHANIE
                         I left because I thought something
                         was happening.
                             (a beat)
                         Almost unexplainable.
                             (a beat)
                         I can be there in a week.  I'm
                         studying for a test tomorrow.

               A beat.

                                   STEPHANIE
                         I know, but it's an early test, I
                         should ace it.

               Another beat.

                                   STEPHANIE
                         Okay.  I know how important this
                         is, I'll be there as soon as
                         possible.

               She hangs up the cell phone and continues doing her studying.

                                                       DISSOLVE TO:

               EXT. TRAIN STATION - LATE DAY

               Rain falls from the sky as a squeaky train pulls up to a
               station located in the down town part of Seattle.

               The train stops and the people get off.  Stephanie is on of
               the individuals getting off.  She heads for the main station
               area and enters the building.

               INT. TRAIN STATION - LATE DAY

               She enters the large building and heads for the front
               entrance and heads out to the street.

               EXT. STREET - LATE DAY

               She heads to the street and waves her hand out for a taxi
               cab.  A cab pulls up and stops.  She opens the door and gets
               inside.

                                                       DISSOLVE TO:

               EXT. TAXI - DAY

               On a snowy day.  The sky is dark with grayness.  PULL BACK
               and into the passenger seat to see Stephanie driving through
               the slippery conditions of the Colorado mountains.

               EXT. HOUSE - DAY

               The car pulls up to the house.

               INT. CAR - DAY

               Stephanie pulls the wheel and steers the car into the
               driveway.  Kevins truck is still there.

               EXT. DRIVEWAY - DAY

               FROM THE FRONT of Kevins truck.  The car shuts off, the head
               lights go out.  Stephanie opens her door and gets out.  She
               pays full attention toward the truck in front of her.  She
               slowly walks up to the truck and looks around the back. 
               She sees the various items that she's seen before, all except
               for the shot gun case.  She considers it for a second, but
               then, she hears something from the street that catches her
               attention quickly.

               EXT. STREET - DAY

               A truck pulls by fast, but dramatically slows down.  The
               brakes squeal.  Stephanie pays full attention toward the
               sound of the truck stopping in the distance.

               She waits there a moment or two, until someone enters the
               yard and quickly approaches her.

                                   STEPHANIE
                         Can I help you?

               The man continues to quickly approach her, and does not say a
               word.  Only, he heads up to her and pulls out his gun.

               Stephanie quickly throws her hands in the air, and is
               suddenly scared shitless.

                                   STEPHANIE
                             (desperate)
                         Oh, my god.  What do you want?

               The man hesitates to shoot her, until...

                                   QUENTIN
                         What the hell are you doing back
                         here?!

               Stephanie is silent, frozen and cannot speak with the gun in
               her face.

                                   STEPHANIE
                         Are you gonna shoot me?

               Stephanie stands there for a moment, then moves back a pace
               as the man moves closer toward her.  His patience is gone.

                                   STEPHANIE
                         I uh, I came here, uh, because my
                         cousin hasn't come home for a few
                         days.

               The man, Quentin, pumps his shot gun, ready to shoot her for
               any reason.  A VOICE from the street calls out...

                                   VOICE
                         What're you doing over there man?
                         You finished yet?

               Quentin stares at her, then considers her for a moment, then
               puts the gun down.  He waves for her to put her arms down as
               well.

                                   STEPHANIE
                         You're not gonna kill me?

                                   QUENTIN
                         No, I'm not gonna kill you.  Not
                         yet anyway.

               A beat.

                                   QUENTIN
                         What's your business here?

                                   STEPHANIE
                         Here to find my cousin.

                                   QUENTIN
                         Kevin?

                                   STEPHANIE
                         yeah, you know him?

                                   QUENTIN
                         He's waiting for you.

                                   STEPHANIE
                         Where?

                                   QUENTIN
                         To die.  And I'll be there to
                         watch.

               Off his cue.

                                   QUENTIN
                         What do you know about this place?

                                   STEPHANIE
                         Nothing.

                                   QUENTIN
                         Raoul was latest next to him.  You
                         leave if you wanna stay among the
                         living.

                                   STEPHANIE
                         This a threat?

                                   QUENTIN
                         You don't belong here.

               The man turns back toward the truck he drove up here with and
               heads back toward it.  He leaves Stephanie there, and doesn't
               say another word.

                                   STEPHANIE
                         Who are you?

               The man continues toward his truck, and gets inside it, then
               takes off in a hurry down the street.

               EXT. FRONT YARD - DAY

               Stephanie stands all alone in the driveway of her missing
               cousins house.  She looks around and slowly heads toward the
               front of the house, and inside.

                                                       CUT TO:

               INT. FOYER - DAY

               Stephanie enters the solemnly quiet living room of the vacant
               house.  She slowly walks into the center of the living room
               and sees wood in the fire place.  She bends down to flip the
               switch of the gas.  She hears nothing from the fireplace.

               She lights up a match and puts some paper under the two
               pieces of un charred wood.

               INT. BEDROOM - DAY

               Stephanie enters the room and is greeted by the lowering sun
               that hits her eyes and blinds her for a second.  She heads to
               the window and pulls the curtains over the cold window.

               We can see her breath turn into a white gas as she stands
               there.  Then, a moment later, her breath is warm again.  She
               stops and feels a cold feeling, then turns around suddenly
               and shocks herself.

                                   STEPHANIE
                             (desperate)
                         Is anybody in here?

               She stops for a second and considers what she just said.  As
               she thinks about it, she tells herself...

                                   STEPHANIE
                             (to herself, quietly)
                         What am I kidding.

               As she tells herself these words, a breeze flows through the
               room, then, a NOISE from the hallway, the attic door creaks.

               The sound is soft, but in her ears and OVER THE SOUND TRACK,
               the sound is loud enough to scare her out of her wits.

               She turns toward her bed and grabs the pillow that sits on
               the bed and quickly exits the room.

               INT. HALLWAY - DAY

               She enters the hallway and heads toward the stairs and
               descends toward the living room.

               INT. LIVING ROOM - DAY

               Stephanie enters the living room and sees the chair rocking
               back and forth.  As she sees this, she drops her pillow and
               heads out the front door.

               EXT. FRONT PORCH - DAY

               The sun goes down over the cloudy mountain town covered in a
               soft blanket of snow.  She remains on her porch for a few
               moments, then heads into the front yard and turns around
               toward the house.

               She looks up at the top window and watches as nothing
               happens.

               She stays here for a good few minutes until it gets too cold
               for her to be outside. Her cell phone rings, startling her. 
               She takes the phone from her pocket and flips it open and
               hits a button, then presses the phone to her ear.

                                   STEPHANIE
                             (into cell phone)
                         Hello?

               A beat.

                                   STEPHANIE
                         Yeah, I'm here, got in a few
                         minutes ago.

               A beat.

                                   STEPHANIE
                         Some guy came out to me and pulled
                         a gun on me.

               She listens to her cell phone and waits to respond.

                                   STEPHANIE
                         When?

               She stops and listens some more, then responds.

                                   STEPHANIE
                         Are you sure?

               A long beat.  Stephanie scoffs as she listens to the second
               party talk.

                                   STEPHANIE
                         Okay, I'll see you later then.

               As she continues on, she finishes the phone conversation and
               hangs up the cell phone.

               Stephanie starts to head back up to the porch.  But half way

               in the small trip, something from above catches her
               attention; something bright, and inside the house.

               She stops and looks up toward something she thinks is random,
               but stops when she sees a light going on and off randomly and
               too fast to be normal.

               Stephanie backs up and sees the lights going off and on
               periodically, then it just stops.  Stephanie backs away from
               the house and waits for something else to happen, but all
               remains quiet.

                                                       DISSOLVE TO:

               INT. LIVING ROOM - NIGHT

               A fire breaths cold air in the living room.  Stephanie sits
               bundled up in front of it, alone and in total darkness.

               She constantly keeps looking at her cell phone and sees the
               power is juicing down.  The light emitted from the phone goes
               off.  She puts the phone to the cold, wooden floor, next to
               the darkness.

                                                       DISSOLVE TO:

               A HOURS LATER - NIGHT

               Stephanie remains, tired as hell, and watching as her fire
               burns to ashes and not a damn thing she can do will stop it.

               Her hand reaches down to grab her cell phone, but as she
               reaches, she doesn't feel anything.  Her hand taps the floor,
               then stretches out around her, feeling for her cell phone.

               She does not feel it anywhere are her and slowly gets up to
               look for it.

               A moment goes by where she looks for her phone with the light
               from the dying fire.  Then, suddenly, the phone rings from
               half way across the room.  She stops and freezes, then turns
               her head toward the only thing she sees; the blinking light
               from the cell phone.

               She remains in the same spot as the phone continues to ring,
               motionless and afraid.

               The phone continues to ring.  But Stephanie remains in the
               same spot, and does not plan on moving yet.  Her phone stops
               ringing.  She slowly gets up and heads into the direction of
               cell phone light.  She tippee toes to it and catches it just
               before the light goes off.

               She grabs it, opens it and looks at the screen.  She sees the
               MISSED CALL logo and looks at the call log.  As she does so,
               she feels a breeze behind her ear and quickly turns around,
               but sees nothing. In a panic...

                                   STEPHANIE
                             (echoing through house)
                         I know whatever it is you are, I
                         know you're here.  Something
                         happened. I'm not going anywhere so
                         stop scaring me.

               She waits as she finishes her questions to the living room of
               the house.  There is no response yet, but as she gets up, the
               lights come on.  There is light in and under every crevice in
               the small and dank house.

               Stephanie looks up and sees she's just in front of the door
               and hears something from the stairs.  She calmly gets up and
               looks in that direction and waits a minute.

               As she leans her head toward the dim lit staircase, she hears
               a noise she cannot explain. She becomes interested, but only
               until she sees something run by fast from the master bedroom
               and down the hallway.

               She gets up and slowly heads up the dank and creaky stairs.

               She looks toward the wall and sees all the pictures that
               hang.  They are all of the family and the previous owners of
               everything.

               She makes her way to the top of the stairs and looks down the
               hall she saw the abstract object move to, then turns her head
               as she hears the creaky sound of a door opening slightly.  It
               is the door to the attic.  As she tries to put this together,
               she instinctively decides to head back down the stairs in a
               complete and total rush.

                                                       CUT TO:

               INT. LIVING ROOM - NIGHT

               Several knocks at the door awakens Kim.  She gets up and
               answers the door and sees...

                                   STEPHANIE
                         Kim, shit am I glad you're home.

                                   KIMBERLY
                         What's wrong?

               Stephanie hesitates...

                                   KIMBERLY
                         Come in.

               Stephanie enters the living room and sits down on the couch.
               Kimberly sits back down in her chair.

                                   KIMBERLY
                         What's wrong?

                                   STEPHANIE
                         There's noises at Kevins place and
                         it freaked me out too bad.

                                   KIMBERLY
                         What are you talking about?

                                   STEPHANIE
                         Where was the last place you saw
                         Kevin?

                                   KIMBERLY
                         He told me something and I didn't
                         believe him.

                                   STEPHANIE
                         Was it something about the mine?

                                   KIMBERLY
                         Maybe, I think it was.

                                   STEPHANIE
                         Anybody check where he might have
                         gone to?  Where Raoul was killed?

                                   KIMBERLY
                         That place has no in or out. 
                         They've shut it down.

               A beat.

                                   KIMBERLY
                         I wanna know what you're seeing?

                                                       CUT TO:

               INT. LIVING ROOM - MORNING

               Kimberly and Stephanie slowly make their way into the center
               of the small house and stop to eye the room and what's in it.

                                   KIMBERLY
                         There's nothing here Stephanie.

               Stephanie approaches Kimberly and takes an even look around
               the living room and turns her head toward the fire place,
               smoke coming from what's left of the charred wood.

                                   STEPHANIE
                         Something was in here last night.
                             (a beat)
                         I talked to it, then it drove me
                         nearly insane so I took off.

               Kimberly takes more of her attention and focuses it toward
               the kitchen.  She walks toward the refrigerator and opens it
               up and grabs a can of beer left in it.

                                   KIMBERLY
                         At least he kept em cool.

               She pops the top and takes a huge gulp and chugs it down in
               half a second.  Stephanie watches with no response, just
               continues to look around at the interior of the house.

                                   STEPHANIE
                         What still lives here?

               Kimberly heads toward the back door and looks beyond the

               curtains and pauses.  She turns her attention toward
               Stephanie and then pulls her head toward the ceiling and
               follows with Stephanie as she does the same.

               Kimberly moves to the center of the room and continues
               looking up toward the white colored ceiling.

                                   STEPHANIE
                         Something up there?

               Kimberly pulls her head to Stephanies height and responds...

                                   KIMBERLY
                         Maybe.

               Kimberly makes her way, step by step to the stair case and up
               to the second floor.

               INT. HALLWAY - MORNING

               Kimberly reaches the top of the stair case and looks back
               down into the foyer and sees Stephanie hasn't budged.

                                   KIMBERLY
                         What're still doing down there?
                         Come up here.

               Stephanie considers it for a second, approaches the first
               step of the stair case and stops.

                                   STEPHANIE
                         I saw something right where you are
                         now.

               Kimberly stops and looks down toward her, baffled, but not
               fazed.

                                   KIMBERLY
                         Where, exactly did you see what you
                         saw?

                                   STEPHANIE
                         Right there?

               A beat.

                                   STEPHANIE
                         And I was kinda hoping you could
                         help me out with what happened to
                         my idiot cousin.

               FROM THE TOP OF THE STAIRS, Kimberly faces downward toward
               Stephanie.  As she stands there, the SOUNDTRACK goes mute,
               and we hear a voice right behind Kimberly's ear.  The sound
               is indistinct, but it is the sound of a human voice.

               FROM THE BOTTOM OF THE STAIRS, Stephanie watches Kimberly's
               movement stop for a few seconds.  She gets a weird feeling,
               then the SOUNDTRACK goes mute and all we hear is the muffled
               sound of a human voice from somewhere close by.

               INT. HALLWAY - MORNING

               Kimberly becomes aware, then looks toward Stephanie and
               realizes she's been frozen for a second.

                                   KIMBERLY
                         Stephanie, I feel something.

               A beat.

                                   KIMBERLY
                         Did you hear that?

                                   STEPHANIE
                             (from down below)
                         Hear what?

                                   KIMBERLY
                         A voice.  It just blew past my ear.

               A beat, she watches Stephanie, also frozen.

                                   STEPHANIE
                         What did you hear?

                                   KIMBERLY
                         A voice.

               Suddenly, Stephanie is unfrozen and moves her hand an inch
               toward the hand rail and looks up, afraid.

                                   STEPHANIE
                         I felt something.
                             (more startled)
                         What the hell was that?

               Kimberly turns toward her left and sees something at the end
               of the hallway and looks closer.

               Her attention gain as we hear a creaking noise coming from
               the attic area, from above and from the unknown.

               Kimberly looks toward the attic entry doorway and focuses on
               the door knob, which starts to shake, like a hand on the
               other end is trying to open it.

               She is frozen for a second until she moves one foot toward
               the door, then the door knob goes quiet.  She looks toward

               the stairs, then back toward the door and slowly creeps
               toward it.

               As she makes her slow move to the door, a hand touches her
               shoulder...

                                   STEPHANIE
                         Kim?

               Kimberly is rattled as she hears Stephanies voice from behind
               her.  She doesn't turn around, but waits for Stephanie to
               move side by side.

                                   KIMBERLY
                         the door knob just moved.

               Stephanie stops and looks toward her, then, slowly, Kimberly
               turns her head toward Stephanie, and just as they look at
               each other, like one and the other's insane, the door knob
               moves, creating a sound that's unforgettable.

                                   STEPHANIE
                             (serious, curious)
                         What the hell?

               Kimberly watches as Stephanie grabs the door knob just as it
               stops.  She takes hold of it and tries to turn it, but it
               won't budge.

               She turns back to Kimberly and looks at her funny.

                                   STEPHANIE
                         It won't open.

               Kimberly approaches the door and grabs the door knob for
               herself to try and open it, but it won't move.

                                   KIMBERLY
                         What, did somebody lock it or
                         something?

                                   STEPHANIE
                         I haven't been in this house since
                         last night.  I never even came up
                         here.

               Kimberly stops, and slowly moves away from the door and looks
               at her with a very shocking face.

                                   KIMBERLY
                         I don't believe it.

               She stops, looks at Stepbanie and stops again.

                                   STEPHANIE
                         What?

                                   KIMBERLY
                         he was right.

               A beat.

                                   STEPHANIE
                         Who was...

                                   KIMBERLY
                         Your cousin... was right...!

                                                       CUT TO:

               EXT. BACK YARD - MORNING

               Kimberly exits the house and heads toward the CAMERA.  PULL
               DOWN to REVEAL: an AX sticking out of a piece of standing
               wood, over a pile of chopped fire wood.  Kimberly grabs the
               ax and pulls on it.  She takes the ax and heads back inside
               the house and closes the door.

               INT. HOUSE - SECOND FLOOR - HALLWAY - MORNING

               Kimberly arrives from the staircase and approaches Stephanie,
               waiting in the center of the hallway.  She sees what Kimberly
               is holding and screeches away as Kimberly BANGS the door knob
               to the attic.

               CA-CHING...

               The door knob crashes to the floor, the ax embeds itself into
               the floor.  Stephanie gets on her feet and sees Kimberly
               pulling on the ax, kicking in the door and heading up the
               stairs.  She turns back to her...

                                   KIMBERLY
                         You comin'?

               Stephanie watches her, then enters the hallway from her old
               bedroom and follows Kimberly into the attic, up the stairs.

               (scene changes depending which house used for shooting on
               location/ set.  Scene ATTIC changes to BEDROOM.)

               INT. ATTIC - MORNING

               The sun shines down into the attic from a bay window on the
               rear of the house, the roof.

                                   STEPHANIE
                         What's up here?

                                   KIMBERLY
                         We're fixing to find out what that
                         noise was, and what else is up
                         here.

               They center the attic and stop to look around.  Stephanie
               looks towards the open window and looks out to the view it
               posts.

                                   STEPHANIE
                         This is like, a whole other room up
                         here.

               Stephanie really feels it now.

                                   STEPHANIE
                         It's fuckin' cold up here though.

                                   KIMBERLY
                         I dunno know it's me, or what could
                         be something else we don't wanna
                         know that's up here.

               Stephanie turns to Kimberly after her sentence and fastens
               her look on her as she continues slowly though the attic.

                                   STEPHANIE
                         What?

                                   KIMBERLY
                         It's up here, up here somewhere,
                         hidden in the shadows.

               Stephanie continues looking through the bay window, and all
               of a sudden, something transparent moves in front of the
               window, in front of her view of the window.  She flinches and
               stops.  She turns back to Kimberly, who continues to peep
               around and stares at her until something is heard from below.

               Kimberly and Stephanie both turn to the attic door as it
               shuts closed.  Kimberly looks at Stephanie, then both head
               down the stairs and toward the door.

               INT. HALLWAY - MORNING

               The brute sound of banging on the door.  PULL BACK and down
               the hallway and into the master bedroom, then...

                                                       BACK TO:

               INT. ATTIC - MORNING

               Kimberly, banging on the wall.

                                   KIMBERLY
                         Fuck, open up, fuck!

               She bangs on the door about five more times.  Stephanie
               watches as she continues to go at it.  Kimberly stops, turns
               around and faces Stephanie.

                                   STEPHANIE
                         How we getting out of here?

                                   KIMBERLY
                         I don't know.  I really don't know.
                         This fucking door won't open.

               A beat, then; Kimberly comes back up the stairs and heads
               toward the CAMERA, PULL BACK and we are now...

               EXT. WINDOW FRAME - EXTERIOR OF HOUSE - MORNING

               ... just outside the attic bay window.  CAMERA stops ten feet
               from the window.  Kimberly opens the window and looks
               downward.

               INT. ATTIC - MORNING

               The sounds of Stephanies footsteps coming up the stairs turns
               Kimberlys heads back into the room.

                                   STEPHANIE
                         How are we gonna get outta here?

                                   KIMBERLY
                         This is so fucking stupid, you know
                         that?

               A beat.

                                   KIMBERLY
                         this is so fucking stupid, I mean,
                         it's broad daylight out, and some
                         ghost is fucking with us.

               EXT. WINDOW FRAME - MORNING

               Kimberly sticks her arm out and tries to find something to
               grab onto.  Her head comes out of the window and looks
               around.

               She looks down and then looks up.  The rain gutters.

                                   KIMBERLY (FROM INSIDE HOUSE)
                         I'ma hang onto the rain gutters and
                         I'm gonna hang toward the drop
                         spouts on the right side.

               Kimberly pulls herself out of the window and attempts to
               stand up.  She sticks out her arm and tries to grab the rain
               gutters.  She grabs the rain gutter and pulls herself out
               completely.

               EXT. RAIN GUTTER - MORNING

               Ice inside the gutters cracks as Kimberly grabs hold.  Her
               fingers shiver from the frost.

                                   KIMBERLY
                         Fuck, there's ice in the gutters.

               She hangs on for dear life and grips onto the ice covered
               gutter and pulls herself toward the drop spout.

               Stephanie sticks her head out and looks down.  She turns to
               Kimberly and realizes something.

                                   STEPHANIE
                         Kimberly, I can't do this.

               Kimberly swings herself to the drain spout and grabs hold.

               She looks toward Stephanie and slides down.

                                   KIMBERLY
                         Hold on then.  I'll go and try to
                         open the door.

               Kimberly's feet touches ground.  She looks up and sees
               Stephanie watching her from the attic.  She leaves sight,
               heading toward the front of the house.

               INT. ATTIC - MORNING

               Stephanie can feel the cold air move past her as she breaths.

               She pulls her head back into the house and waits.

               Suddenly, a voice from in the darkness calls out and says...

                                   VOICE (GARBLED VOICE)
                         And you will too...

               Stephanie instantly turns around and looks for where and what
               the noise was.

                                   STEPHANIE
                         Hello?

                                   VOICE
                         ... you will too...

               Stephanie hears another voice, then the sound of the door to
               the attic opening.

               She turns toward the door and heads down the dark stairs and
               opens the door to...

               INT. HALLWAY - MORNING

               ... nothing standing in the way.  The door slowly creaks open
               an inch further.  She opens the door all the way and sees
               nothing from there to the stairs.

                                   STEPHANIE
                         Kimberly?  You in here?  Kimberly?

               She enters the hallway and looks into the bedroom and sees
               the window open.

               She peeps into the second bedroom and also finds the window
               open.  She looks curious, then, with an all of a sudden...

                                   KIMBERLY
                         Stephanie?

               Stephanie turns around and sees Kimberly ascending up the
               stairs.  She approaches her and looks toward the door and
               asks...

                                   KIMBERLY
                         How'd you get out of the attic?

                                   STEPHANIE
                         The door opened, I though you
                         opened it.  Where were you?

                                   KIMBERLY
                         I was outside for about two
                         seconds, then I come up here and
                         find you here.

               Kimberly turns toward the floor and sees the ax she left
               behind a few minutes a ago.

                                   KIMBERLY
                         Who opened the door then?

                                   STEPHANIE
                         I dunno.  But it has to be the same
                         thing that opened all these windows
                         and called out for me.

               Kimberly turns her attention toward her, and has that look on
               her face.

                                   KIMBERLY
                         What?  Who called for you?

                                   STEPHANIE
                         Actually, it was just a voice.  And
                         it said to me: "and you will too."

               Kimberly grabs the ax and holds it tight, ready for anything
               that gets in her way.

                                   STEPHANIE
                         What do you need that for?

                                   KIMBERLY
                         There's something out there.  And I
                         don't wanna be unprepared.

               Stephanie looks at her, then looks off screen and suddenly...

                                   STEPHANIE
                         You need a drink.

                                                       CUT TO:

               INT. BAR - MORNING

               Kimberly and Stephanie enter a bar and park their asses on
               some bar stools.  Stephanie looks around for a bartender as
               Kimberly waits a second, then whistles.

                                   STEPHANIE
                             (referring to her whistle)
                         What was that?

               Kimberly pounds the bar and out comes her friend.  She wears
               a towel over her shoulder as she dries off mugs.

                                   NATALIE
                             (re: Kimberly)
                         Hey, Kim, what's up this morning? 
                         I didn't know you were a day
                         drinker.

                                   KIMBERLY
                         I'm not.

               Points to Stephanie.

                                   KIMBERLY
                         She is.

               Natalie turns her focus toward Stephanie and asks her...

                                   NATALIE
                         What'll it be?

                                   STEPHANIE
                         Just a shot.

               Natalie moves behind her and grabs a shot glass and slams it
               on the bar, turns around and grabs the bottle and pours a
               shot into it.

               Stephanie grabs the shot glass and takes it in less than a
               second.

               Stephanie gets up and heads to the door.  Kimberly stays and
               chats with her friend Natalie.

               EXT. BAR - MORNING

               The sun pokes through the trees as Stephanie exits and finds
               her a bench to sit at.  She sits down and pays attention
               toward the snow on the ground across the street and her mind
               wanders.

               She sees numerous people walking up and down the street and
               looks around up the hill and sees someone she knows vaguely.

               Her attention grows, she sits, head up and squints to make
               out who it is she sees.

               She gets up and heads up the hill, toward the person she sees
               checking his mail.

               EXT. STREET - MORNING

               Stephanie heads up the hill.  The door to the bar opens,
               Kimberly exits and looks for her.  She looks up the hill and
               sees her.

                                   KIMBERLY
                         Stephanie?

               A beat.

                                   KIMBERLY
                         Where ya going?

                                   STEPHANIE
                         To your boy friends house.

               EXT. HOUSE - MORNING

               She enters the front yard and hurries up to the front door
               and knocks five times and waits.  As she stands around
               waiting, Kimberly makes her way up the street and follows her
               in the yard.

               The door slowly opens, no face is revealed, but the voice is
               familiar.

                                   CARL
                         What do you want?

                                   STEPHANIE
                         Where's Kevin?

               A beat, he opens his door.

               Carl looks toward Kimberly and considers her needs, then
               opens the door.

                                   CARL
                         Come in.

               Stephanie and Kimberly enter the house.  Carl closes the door
               behind her.

               INT. HOUSE - MORNING

               Carl stumbles around in his small house, looking for anything
               to drink.

                                   CARL
                         I haven't seen him, and I'm a
                         little worried.

                                   STEPHANIE
                         Has anybody called the cops? 
                         Reported him missing?

               Carl opens his refrigerator and grabs a beer, closes the door
               and snaps the can open.

                                   CARL
                         They said they're looking, but
                         nothing yet.

               A beat.

               Stephanie and Kimberly wander around to the living room and
               find a seat to sit in.

               Carl turns to then and waits for them to sit down.

                                   CARL
                         So what else is going on?  How's
                         school Steph?

                                   STEPHANIE
                         It's good, until this.

               A beat.

               Carl enters the living room and finds himself a chair to sit
               in, then pops open his beer and starts chugging.

               The sound of a breaking window comes from Carls room.  He
               quickly turns and gets up.  He grabs a gun from a drawer on
               his way down the hall.

                                   CARL
                         Stay here.

               As Stephanie and Kimberly wait inside, the next thing we hear
               is the sound...

               POW!

               From the other side of the house.  Kimberly and Stephanie
               both flinch with sudden fear and get up very fast.

               They head for the hallway and enter his bedroom and find
               something very alarming.

               INT. BEDROOM - DAY

               Stephanie and Kimberly push in the door and find a bloody
               mess of Carls remains on the bed, and dead.

                                   KIMBERLY
                             (almost about to quench.)
                         Oh, my god.

                                   STEPHANIE
                         Shit!

               Stephanie exits the room and heads toward the front door.

               EXT. HOUSE - DAY

               Stephanie walks outside the house and into the front yard.

               Kimberly runs outside and finds Stephanie on the grass,
               crying.

                                   KIMBERLY
                         Stephanie?  Stephanie?

               Stephanie is in chase mode, running after a figure in front
               of two fences.  Kimberly chases after Stephanie yelling for
               her to stop.

               Stephanie and Kim continue to run across the yards and brush
               that wraps the houses.

               EXT. HOUSE - DAY

               Stephanie stops and catches her breath.  For a second she is
               alone and cold.  She starts hearing all the noises of the
               outside and quenches for something.  She turns around and
               sees Kimberly running toward her at full speed.

                                   KIMBERLY
                         Wait up!

               Kim stops right in front of Stephanie, then turns in front of
               her and sees nothing in all directions.

                                   KIMBERLY
                         Did you see who it was?

               Stephanie gets on her cell phone and dials a number.

                                   STEPHANIE
                         No, I'm calling nine one one.

               A beat.

                                   STEPHANIE
                         I need to report a shooting.
                             (a beat)
                         South Manitou Drive.  My friend was
                         shot by an intruder that a friend
                         and I pursued but lost.
                             (a beat)
                         We're headed back to his house.
                         Sent a cop by.

                                                       CUT TO:

               INT. HOUSE - DAY

               A cop surveys the crime scene and asks questions to both
               girls, then shows them the door.

               EXT. HOUSE - DAY

               Stephanie looks hard at Kim, then comes up with something to
               say.

                                   STEPHANIE
                         What did you do with the picture we
                         had?

               Kimberly looks to her, then starts walking toward the street.

                                   KIMBERLY
                         It's the last place he left it.

                                                       CUT TO:

               INT. CLOSET - DAY

               The door opens into the blackness and brings in light.

               Kimberly sifts around the closet and grabs something leaning
               in the corner.  She takes something rolled up and closes the
               door.

               INT. LIVING ROOM - DAY

                                   KIMBERLY
                         here it is.

                                   STEPHANIE
                         What can we do with it?

               Kimberly unrolls it as we...

                                                       CUT TO:

               INT. THE HISTORY OF THE TOWN - DAY

               Kimberly unrolls the portrait onto a table in the center of
               the room.

                                   OLD MAN
                         Can I have a look?

               Kimberly moves aside allowing room for the old man, Gibson,
               to over look the portrait.

                                   KIMBERLY
                         There's something on the other side
                         that's a lot more interesting.

               Gibson examines the portrait up close and personal.  He is
               nearly within one inch from the surface of the portrait.

                                   KIMBERLY
                         Can you read it?

                                   OLD MAN
                         Yeah, doesn't say much though.

                                   KIMBERLY
                         We know that.  We just wanna know
                         what this has to do with us.

                                   STEPHANIE
                         Me.

               Gibson takes another look at the portrait and considers...

                                   OLD MAN
                         Do you belong with James Carsons
                         family?

               Stephanie is still.  She looks toward Kim then back to the
               old man.

                                   STEPHANIE
                         That's my moms maiden name.

               The old man takes a deep breath before continuing.

                                   OLD MAN
                         You shouldn't be here.  You should
                         leave.

                                   STEPHANIE
                         I tried that, it failed.

               The old man eye balls the two girls as he looks over the
               portrait.

                                   OLD MAN
                         What have you gotten yourself into?

                                   STEPHANIE
                         A lot more than I bargained for.
                         All I did was come to visit.
                             (a beat)
                         Have you seen a kid that belongs to
                         the family in the last few days?
                         Months?

                                   OLD MAN
                         No.  Kevin, is it?  Why, where'd he
                         go?

                                   STEPHANIE
                         It's the reason I'm back from where
                         I started from.

               Gibson takes a hard look toward Stephanie and takes another
               breath.

                                   OLD MAN
                         Well then something significant has
                         to come from an action by you in
                         order to restore what I call a
                         certain peace.

               Stephanie chuckles for a second, turns to Kim who has no idea
               what he's talking about then looks back toward him.

                                   STEPHANIE
                         What?

                                   OLD MAN
                         There was something odd about that
                         boy before he died.  The kid of
                         his.  He went to the mine for a
                         reason.  Find what it is and you'll
                         find your answers.

               Stephanie takes a shutter.

                                   STEPHANIE
                         What?

                                                       CUT TO:

               INT. HOSPITAL - DAY

               Stephanie and Kimberly enter the crowded and bustling
               hospital and approach the main counter.

                                   STEPHANIE
                         Excuse me, we need to speak to a
                         coroner about a body?

                                   DOCTOR
                         Do you have an appointment?  You
                         might have to wait, he's busy
                         identifying a body brought in here
                         not too long ago.

                                   STEPHANIE
                         We need to see him about a body
                         that was brought in here a few days
                         ago.

               A beat.

                                   STEPHANIE
                         Do you still hold bodies brought in
                         here from that far back?

               The woman at the desk, a doctor herself, gets onto the phone
               and calls in.

                                   DOCTOR
                             (into phone)
                         Yes, this is doctor Jaime, and I
                         wanna see if I can get permission
                         to allow two women down.
                             (a beat)
                         They claim to have possible
                         relations to a recent dead body
                         brought in.

               A beat, as she waits.

                                   DOCTOR
                         Okay, great, good, look, I gotta
                         go, okay?  Bye.

               She hangs up the phone and smiles to the girls as she says to
               them...

                                   DOCTOR
                         Take the elevator to the basement
                         and go all the way to room B15.

               INT. ELEVATOR - DAY

               Kimberly pushes the button, hears the ding and stands back
               and waits.

                                   KIMBERLY
                             (to Stephanie)
                         Your cell phone work in here?

               Move over to Stephanie, playing on her cell phone, looks up
               to Kimberly, then looks up at the floor number they are on.

               DING

               INT. BASEMENT - DAY

               The elevator door opens, Stephanie and Kimberly exit and
               FOLLOW CAMERA to...

               INT. ROOM B15 - DAY

               A Coroner wraps up a dead body on another table as someone
               pounds two knocks into the huge steel door.  The coroner
               looks toward the door and finishes wrapping the body, then
               heads for the door and opens it.

                                   CORONER
                         Yes?

               A beat, he sees who's behind the door.

                                   CORONER
                         You the two women here to identify
                         the body.

               No response from the other side as the coroner opens the door
               wider for Stephanie and Kimberly to enter.

               Stephanie enters and wraps her arms in her sweater.  It is
               cold down here.  She has an uneven posture as she walks.

               She looks back to see Kimberly follow behind her.  Stephanie
               looks at the coroner and...

                                   STEPHANIE
                         May we see the body?

               The coroner nods and walks to a table where a fresh body sits
               under white plastic wrap.  The coroner unwraps the body and
               the face is revealed.

               Stephanie and Kimberly's faces turn away the second they see
               the body, but Kimberly's eyes stay a second more and her
               expression reveals...

                                   KIMBERLY
                         That's not him.
                             (to Coroner)
                         Have any bodies come in from the
                         town of Manitou in the last few
                         days?

                                   CORONER
                         Only like two or three.  They were
                         from injuries dealing with severe
                         head injury.

                                   STEPHANIE
                         Yeah, they fell onto some rocks.

                                   CORONER
                         Correct.

               Stephanie leaves the sight of the dead body and scoffs.

               Kimberly focuses her eyes on the body, then turns toward
               Stephanie as she leaves the room.

                                   KIMBERLY
                         I know who this guy is.

               She looks at the Coroner and focuses her eyes on his.

                                   KIMBERLY
                         Where was he found?

                                   CORONER
                         He was found dead not too long ago
                         in his house, died of over dose of
                         anti depressants.

               Kimberly turns her eyes away from the dead body and waves her
               hands over it.  The Coroner covers it up and asks...

                                   CORONER
                         Do you have relation to this man?

                                   KIMBERLY
                         Yeah, he's my cousin.

               Plot spoilers include the eventual identification of the two
               characters and their similar stories)



               INT. BASEMENT HALLWAY - DAY

               Kimberly exits the room and turns toward the elevator and
               fast paces to catch up with her.

                                   KIMBERLY
                         Stephanie, wait up.

               The elevator door dings, she enters, Kimberly runs for the
               elevator and gets it.

               INT. ELEVATOR - DAY

               Stephanie gets her cell phone out and dials a number and
               waits.  She sticks the phone to her ear and has no signal.

                                   STEPHANIE
                             (to herself)
                         Stupid area code.

               She looks toward Kimberly and then back toward her cell
               phone.

                                   KIMBERLY
                         This is one big fucking
                         coincidence.

                                   STEPHANIE
                         Why?

                                   KIMBERLY
                         My cousin... was on that table.
                         Drug over dose.
                             (a beat)
                         He had a drug problem and was in
                         rehab not too long ago.

                                   STEPHANIE
                         Your cousin's dead?

               A cold beat.

                                   STEPHANIE
                         When the hell did that happen?

                                   KIMBERLY
                         I dunno.

                                   STEPHANIE
                         What does this mean for you?

                                   KIMBERLY
                         Question is what does it actually
                         mean for Kevin.  I wonder if we'll
                         ever find him.

               A beat.

                                   STEPHANIE
                         Did you know him well?

                                   KIMBERLY
                         Not as well as I should have.

               A beat.

                                   KIMBERLY
                         Parents didn't hate him, wasn't
                         fostered, hung out with wrong group
                         during his age of rebellion and
                         found drugs too soothing to feel
                         the true grit of it.

               Stephanie continues playing with her cell phone.

                                   KIMBERLY
                         There's probably no signal in here.

               Kimberly watches as Stephanie raises her head to her height
               and continues with her cell phone.

                                   STEPHANIE
                         I'm sorry.

               A beat.

               The elevator door bell rings, Stephanie waits for the door to
               open then exits.

               EXT. HOSPITAL - DAY

               Stephanie walks to the parking lot and out of Kimberly's
               sight.  Kimberly rushes up to her and shrugs.

                                   KIMBERLY
                         What're you gonna do now?

                                   STEPHANIE
                         I don't know.  I'm hungry, want
                         some food?

                                                       CUT TO:

               INT. RESTAURANT - DAY

               Stephanie and Kim sit at a two seater in a fast food joint
               eating sandwiches.  They don't hesitate to indulge.

                                   STEPHANIE
                         So, what happened?

                                   KIMBERLY
                             (struggling with sandwich)
                         Can I finish my food?

                                   STEPHANIE
                         Go ahead.

               Kimberly continues eating her sandwich, and as she does,
               Stephanie takes a few sips from her beverage next to her
               food.

               Kimberly finishes her sandwich and looks toward her eyes.

                                   KIMBERLY
                         You wanna know?

                                   STEPHANIE
                         What happened?

                                   KIMBERLY
                         I was playing outside one day, it
                         was like a few years ago, we were
                         living in Los Angeles, and in my
                         front yard, there was this noise,
                         then I see a man coming toward me,
                         looking limp, covering in blood,
                         and he came to me and said that my
                         neighbor had shot him five times in
                         the chest and in the legs.

               A beat.

                                   KIMBERLY
                         After that, my mom moved us out
                         here and when she was killed in our
                         old house, I just felt like this is
                         the end for me.

               Another beat.  Stephanie takes another drink from her soda
               and swallows hard.

                                   STEPHANIE
                         Where was that?

                                   KIMBERLY
                         At our old house.

               A beat.

                                   STEPHANIE
                         How'd the house burn?

                                   KIMBERLY
                         I don't know, I was told it was
                         burned down.

                                   STEPHANIE
                         Somebody burned it down?

                                   KIMBERLY
                         Someone.

               A beat, Kimberly looks at Stephanie hard, then realizes
               what's happening.

                                   STEPHANIE
                         Was it when you took the will from
                         the house?

                                   KIMBERLY
                         I took it when I heard of what was
                         on it, and what your mom has, and
                         why, now, it has to be destroyed.

               Stephanie takes a deeper breath, then looks at her watch and
               gets up.  Kimberly's eyes follow, but she stays just as
               Stephanie leaves the building.

               She hangs up the phone and doesn't both saying "I Love You",
               only looking at the packages she has on her counter.  She
               takes the envelope and opens it to find...

               A PICTURE of an old man sitting in his chair.  The picture
               looks almost familiar.  She looks at it with great detail,
               then...

               INT. STAIR CASE - UNKNOWN

               The PICTURE in it's place on the wall of the stairs going
               up...

                                                       CUT TO:

               EXT. HOUSE - LATE DAY

               Stephanie and Kimberly walk up to the house.  Kimberly stops
               and feels her pocket.

                                   KIMBERLY
                         Stephanie, you want me to stay with
                         ya tonight?

                                   STEPHANIE
                         Yeah, would you?

                                                       CUT TO:

               EXT. HOUSE - LATE DAY

               Stephanie and Kim get out of a cab and head up to the front
               of the house.  Stephanie stops and turns back to Kim and
               says...

                                   STEPHANIE
                         Did you think it was bullshit when
                         your old friend told me what he
                         told me?

               Kimberly stops next to her and turns to her looking un
               obvious.

                                   KIMBERLY
                         What?

                                   STEPHANIE
                         Where is the mine?

                                   KIMBERLY
                         Stephanie, lets just go inside.
                         It's freezing out here.

               Stephanie turns the other direction and starts walking down
               the street up the hill.

                                   KIMBERLY
                         Stephanie, where ya going?

                                   STEPHANIE
                         I need your expert advice in
                         fifteen minutes.

               Kimberly turns away from the house and starts after
               Stephanie.

               Stephanie looks back and sees Kimberly behind her.

                                   STEPHANIE
                         Almost thought you weren't coming.

                                   KIMBERLY
                         Yeah, well I don't have shit to do
                         right now.

               A beat.

                                   KIMBERLY
                         I wanna find who killed my boy
                         friend though.

               Kimberly gives a strong look to Stephanie as they walk up the
               hill that street inclines.

                                                       CUT TO:

               EXT. STREET - LATE DAY

               Continuous clouds roll in over the hills as Stephanie and Kim
               head up a road no house stand.  They look around and see only
               power lines that follow the road the rest of the way up the
               continuous hill.

                                   KIMBERLY
                         Why'd you move away from Sugar
                         Creek?

               Stephanie breaths harder, then answers...

                                   STEPHANIE
                         I got into a fight with my mom
                         after I told her my boyfriend had
                         gone to jail for theft charges. 
                         She never got who he was.

               A beat.

                                   KIMBERLY
                         What'd he steal?

                                   STEPHANIE
                         He stole a car and took his friends
                         to some teachers house and they
                         killed him.

               A beat.

                                   STEPHANIE
                         or tried to at least.  That was two
                         months ago.  I had got accepted to
                         a university in Europe before I
                         graduated earlier.  My semester
                         started a month ago.

               Kimberlys eyes dim as the cold air pushes toward them.  They
               hike up the hill to unknown circumstances.

                                   STEPHANIE
                         What's up here?

                                   KIMBERLY
                         The mine.

               a beat.

                                   KIMBERLY
                         You mentioned that the first person
                         to die up here was burying
                         something.  What was it?

                                   STEPHANIE
                         I don't know if he was burying
                         something.  I heard from Kevin he
                         took something with him when he
                         left the house that morning.

                                   STEPHANIE
                         How would Kevin know all that?

                                   KIMBERLY
                         If we find him, we'll find out.

                                   STEPHANIE
                         I'm just curious who told him all
                         that.  He doesn't listen to anybody
                         unless he's saying what's heard.

               Kimberly turns around and looks back.  Stephanie stops and
               waits for to continue with her.

                                   STEPHANIE
                         What?

                                   KIMBERLY
                         I heard a truck comin' up the road.

                                   STEPHANIE
                         You think it's the cops?

                                   KIMBERLY
                         No, I don't.
                             (continues)
                         Lets go, come on.

               They continue up the hill.  Stephanie and Kim pick up the
               pace as they reach toward the quarter mile point.

               From the bottom of the hill, a set of head lights become
               visible.  Kim turns around and sees them.  She turns to
               Stephanie and grabs her hand.

                                   KIMBERLY
                         Come on, run.

                                   STEPHANIE
                         What for?

                                   KIMBERLY
                         I don't wanna be seen up here.

               They run up the hill in a slow start.  Stephanie looks back
               and sees a set of head lights coming up the road they are on.

                                   STEPHANIE
                         Who the hell is that?

                                   KIMBERLY
                         I wanna find out when they get
                         here.  Maybe we can figure this out
                         if that is who I think it is.

               Kimberly and Stephanie approach the top of the hill and find
               themselves at the entrance of an old abandoned mine shaft.

               EXT. MINE - LATE DAY

               Kimberly approaches the front of the mine and stops a few
               feet from the barricaded front entrance.  The wood has the
               words KEEP OUT painting on the front of it.

                                   STEPHANIE
                         What's down there?

                                   KIMBERLY
                         probably nothing.

               Kimberly grabs the front piece of wood and starts pulling at
               it.  Stephanie turns toward the road and sees the lights
               approaching slowly.

                                   STEPHANIE
                         Hold on, don't pull anything out of
                         place.  Lets let whoever's coming
                         up here get here before we do.

               Kim turns to her, then to the road behind her and considers
               it, then backs away from the wood and follows Stephanie to
               the edge of the hill.

               EXT. EDGE OF HILL - LATE DAY

               Steph and Kim duck away behind some old equipment and wait as
               the lights approach.  A few moments go by as they wait for
               the vehicle to show up.  Kim turns her head away from the
               mine and toward the approaching lights.  As the lights
               continue upward, they stop for a second.

               Kims eyes urn to wonder.  She gets up and heads for the front
               of the mine.  Stephanie stays behind.

                                   STEPHANIE
                         Kim, where you going?

               TRACK ON: Kim, striding across the cold ground toward the
               mine and across the road.

               Stephanie gets up and follows far behind Kim as she
               approaches the front of the mine.

                                   STEPHANIE
                         Kim, what are you doing?

                                   KIMBERLY
                         We're not playing spy are we?

               Stephanie doesn't reply, only turns to Kim who heads back to
               the front of the mine and pries off the wood.

                                   KIMBERLY
                         I'm not scared of anyone.

                                   STEPHANIE
                         Who do you think it is?

                                   KIMBERLY
                         Doubt it's the cops.  But I could
                         be wrong.

               The lights continue to approach as Kim removes another piece
               of wood from the gated up shaft.  As she rips off the last
               piece, the lights finally approach them and cut off.  A man
               gets out of the truck and approaches Kim, who grips a piece
               of wood.

                                   KIMBERLY
                         Who the hell are you?

                                   QUENTIN
                         Why you up here for?

                                   KIMBERLY
                         Free country ain't it?

               The man, Quentin, laughs, then turns to his truck where his
               two buddies get out.  They approach Stephanie and Kim with
               mean faces.

               Quentin takes a hard look at Stephanie, then turns back to
               his friends who approach.

                                   QUENTIN
                         Whaddya think?

               His friends don't answer as they approach.

                                   QUENTIN
                         You gonna answer my question right?

                                   KIMBERLY
                         Who the fuck are y'all comin' in
                         here and tellin' us to leave.  This
                         ain't your shit.

                                   QUENTIN
                         We didn't say you had to leave, I
                         said what the hell you doin' here?

                                   STEPHANIE
                         None of your fuckin' business.

               Quentin looks at Stephanie, then smiles toward her with an
               evil look then confronts the two.  Kim gets in his way.

                                   QUENTIN
                         I remember you from a while back.
                         You find you cousin yet?

               Kimberly strong arms Quentin.

                                   KIMBERLY
                         Are you the fucker who shot Carl?
                         If you are, your ass is mine.

               Kim clutches the wood and prepares it to use as a weapon.
               Quentin slowly backs away.

                                   QUENTIN
                         I ain't here to fight.

                                   STEPHANIE
                         Where is he?

                                   QUENTIN
                         Who?  Your cousin?  I dunno.

               Kim drops the wood in her hands and grabs a lead pipe and
               strongly approaches their truck and smacks it in the side.

               A loud BOOM erupts, the other two friends get out, one armed
               with a shot gun.  Kim turns and sees it but is not afraid.

                                   KIMBERLY
                         Shoot me.  If you can.

               Kimberly approaches the man with the gun and fists the pipe
               for a second longer, then drops it after his hesitation.

                                   KIMBERLY
                         Thought so.

               She turns to Stephanie, then as she approaches her, the man
               holding the gun nearly pulls the trigger.  Quentin puts his
               arm down over him before he gets a shot off.

                                   QUENTIN
                         Nuh uh, we need these two.

               Kim and Stephanie both turn to Quentin with force.  Kim looks
               him straight forward,

                                   KIMBERLY
                         We ain't helping you do shit.

                                   QUENTIN
                         No, no, no.  You two know more than
                         you think about something we want.

                                   KIMBERLY
                         Really?  What?

                                   QUENTIN
                         Well aside from Kevin, and the fact
                         we killed Carl, you have a piece of
                         art we need to find something.

                                   STEPHANIE
                         What, that old thing?  We sent it
                         to the Smithsonian as a donation. 
                         If you want it, the address is on
                         the net.

               A beat.  Quentin takes a hard look at the two, then turns
               back to his friend.

                                   QUENTIN
                         Is she telling the truth?

               The man with the gun suddenly has his gun aimed in Stephanies
               face.  His finger on the trigger, but keeping to bullet
               inside the chamber is the sound of Quentins voice.

                                   STEPHANIE
                         Shit!

                                   QUENTIN
                         Tell me the truth.  Where is it?
                             (a beat)
                         My best friend died last month and
                         I've been waiting for the moment
                         for a little longer than I can
                         handle.  Tell me you're lying.

               Stephanie remains silent for the moment, and just then, Kim
               gets in front of the gun.  Quentin takes a hard, deep breath,
               then hesitates.

                                   QUENTIN
                         Why do you two have to make this so
                         fuckin' hard?

                                   KIMBERLY
                         We don't have shit.

                                   QUENTIN
                         Kevin gave me the wrong one, and
                         now he's gone, and my friend Raoul,
                         I don't wanna know what happened to
                         him.

                                   STEPHANIE
                         He's dead.

                                   QUENTIN
                         Well then you know the status on
                         your cousin.  So I'll give you one
                         option: come with us and you don't
                         get shot.

               Quentin looks down to Stephanies hand and sees her cell phone
               turned on.  Quentin waves the gun toward her hand, the cell
               phone.

                                   QUENTIN
                         Gimme that.

               Stephanie looks at Kim, who shakes her head, then looks to
               him.  She grips the phone tight before she tosses it to
               Quentin  Quentin grabs the cell and reads the screen.  He
               turns the phone off and hands it to his friend.

                                   QUENTIN
                         We ready?

               Quentin throws the gun in their face to get them to move into
               the mine.

                                   QUENTIN
                         Since you two got it open, be all
                         of our guests and make yourself a
                         home.

               Kim mad dogs Quentin a hard look as she turns around and
               leads the way for Stephanie.  She approaches her ear and
               mutters...

                                   KIMBERLY
                             (whispering)
                         Don't follow too far and stay
                         behind me.

               She continues past her and makes her way into the mine shaft.
               The other slowly follow her, weapon ready.

               INT. MINE - LATE DAY

               Kim walks straight into a maze of blackness and cold.  She
               stops and without turning back says...

                                   KIMBERLY
                         I needa fucking flash light.  I
                         can't see shit.

               From off screen, a flash light rolls toward her, already
               turned on. 
               She bends down and grabs it, then points it forward and sees
               a wall carved from the rocks on both sides and on top and
               bottom, plus track, and the blackness that never unfolds in
               front of her.

               Quentin and buddies quickly follow behind.  Kim guides them
               through without knowing which way to go.

                                   KIMBERLY
                         Which was am I going?

                                   QUENTIN
                         The only way smart ass, straight.

                                   KIMBERLY
                         No, where are we going?  Are we
                         looking for something?

                                   QUENTIN
                         We're looking for what Raoul died
                         trying to find.

               Kim stops and tries to think about it.  Instead she answers
               with an insulting remark.

                                   KIMBERLY
                         You're looking for something your
                         friend died for and you don't even
                         know what it is?  Do you know where
                         he ended up?

               All is quiet, except for a few sleeping bats that echo
               throughout the old mine.

                                   QUENTIN
                         What was that?

                                   KIMBERLY
                         Those are called bats.

               Kimberly shines the light up a shaft and instantly looks away
               from it.  She slows down and waits for Stephanie to catch up
               with her before...

               All goes dark and we hear...

                                   KIMBERLY
                         Stephanie...

               Then nothing.  The sound of foot steps going in an unknown
               direction.  Quentin and his friends stop feel around.

                                   QUENTIN
                         Hello?

                                   FRIEND 1
                         Quentin, where are you?  I can't
                         see a damn thing.

                                   QUENTIN
                         I was behind Stephanie.  Where did
                         they go?

               The strike of a match brings light to a small torch.  Quentin
               takes a hard look forward then looks on all sides and sees a
               set of stairs that lead up.  Slowly, Quentin and crew start
               marching up into the darkness.

                                   FRIEND 1
                         Where we goin'?

                                   QUENTIN
                         To find those two bitches.

               As they make their way upward the dark stairs, we slowly...

                                                       DISSOLVE TO:

               BLACKNESS...

                                                       DISSOLVE TO:

               INT. DARK ROOM - UNKNOWN

               Kimberly makes her way into a dark passage way and into a
               small room where she stops and turns around.

               As Stephanie enters the room, all we see is what the flash
               light points to.

                                   STEPHANIE
                         Where are we?

                                   KIMBERLY
                         I'll figure that in a minute, just
                         gimme a sec.

               She points the light throughout the room and tries to
               identify where she is.  The light sees a wall of rock with
               many jackets and helmets hanging from posts.  She approaches
               the wall, stops and turns to her right and sees...

                                   KIMBERLY
                         Come with me.

               Kimberly walks into CAMERA, as she leads Stephanie down
               another quick passage and out to...

               EXT. MINE ENTRANCE - LATE DAY

               Kim opens a door that leads to some stairs that leads to the
               road they came in on.  As they start down the stairs, we hear
               sounds in the distance.  Sounds from a police cruiser.

               Kim and Stephanie start for the bottom of the hill.  They
               jog, looking back and seeing the truck still there, and
               continue to high tail it.

                                                       CUT TO:

               EXT. ROAD - LATE DAY

               Kim and Stephanie approach Carls house on their way home, and
               as they cross the street, police lights flash in their
               direction.

                                   POLICE 1 (O.S.)
                         Stephanie and Kim Jameson

               Kim nods her head as the cop approaches.  He flashes his
               badge then shows the girls to his car.

                                   KIMBERLY
                         What's this about?

                                   POLICE 1
                         Come with me please.

               INT. POLICE INTERROGATION ROOM - DAY

               Stephanie and Kim sit different double sided interrogation
               rooms in police custody, in questioning.

                                   DETECTIVE
                         I know you two were there, and you
                         didn't see anybody?

               Not a word, except...

                                   KIMBERLY
                         We know where they are.

                                   DETECTIVE
                         There was more than one?

                                   STEPHANIE
                         We don't know.

               A beat.

                                   DETECTIVE
                         We brought you two in here because
                         there's something a guy told me
                         earlier.

                                   KIMBERLY
                         Who?

                                   DETECTIVE
                         We like to keep that anonymous.

                                   STEPHANIE
                         Are you accusing us of a crime?

                                   KIMBERLY
                         We were there.  But didn't you see
                         that the bullet came from outside?

                                   DETECTIVE
                         Maybe.  Who do you know that could
                         have had apart in this?

                                   KIMBERLY
                         Ask Raouls friends.  They just had
                         a gun to her head and threatened to
                         kill us if we didn't fine them
                         something.

                                   DETECTIVE
                         To fine what?

                                   STEPHANIE
                         We don't know.

                                   DETECTIVE
                         We're having a hard time trying to
                         figure this out.
                             (a beat)
                         A few weeks ago, your cousin dies?

                                   STEPHANIE
                         Where'd you find him?

                                   DETECTIVE
                         Actually we still haven't found him
                         and I'm not confident we ever will.
                         A beat.

                                   DETECTIVE
                         And then another body turns up at
                         the mine that we can't explain.

                                   STEPHANIE
                         Then maybe you should try a new
                         profession.

               Stephanie remains silent as Kimberly continues looking at the
               wall behind the detective.

                                   STEPHANIE
                         Aren't we supposed to have a lawyer
                         present?

                                   DETECTIVE
                         Do you have one?

                                                       CUT TO:

               INT. POLICE INTERROGATION ROOM - LATER

               A lawyer sits present next to Stephanie and Kimberly,
               listening to what the detective has to say.

                                   LAWYER
                         What are you telling me about my
                         two clients?

                                   DETECTIVE
                         They are possible, if not probable
                         suspects in conspiring the murder
                         of one Carl McKinley.

                                   LAWYER
                         have they been charged?

                                   DETECTIVE
                         We are currently efforting that as
                         we speak.

                                   LAWYER
                         What else have you got on my
                         clients that permits you to keep
                         them here?

                                   DETECTIVE
                         They are suspects in a shooting and
                         we do intend to fulfill our jobs.

                                   LAWYER
                         I do too, but I do not think that
                         these two women would have a sense
                         to conspire a crime, and then leave
                         it wide open.

               The lawyer takes a sigh of relief, then gets up next to the
               girls and shows them their way out.

               INT. POLICE STATION - DAY

               Stephanie and Kimberly both sign a pardon of release and
               follow their lawyer out the front door, and to freedom...

               EXT. POLICE STATION - DAY

               Stephanie heads for her Suburban and gets inside.  Kimberly
               opens the door and asks...

                                   KIMBERLY
                         What now?

                                   STEPHANIE
                         I'm going back home.  What about
                         you?

                                   KIMBERLY
                         The same.

                                   STEPHANIE
                         You comin' with me?

                                   KIMBERLY
                         Yeah, sure.

               They head out to the street and walk down the block and out
               into the blackness of night.

                                                       CUT TO:

               INT. BEDROOM - MORNING

               Stephanie wakes up in her bed.  She gets up and looks out the
               window and sees it is daylight. 

               He gets up and sees nothing.  She heads for the hallway,
               remembering nothing from the previous.

               INT. HALLWAY - MORNING

               She stops in front of an open doorway and looks in to see a
               mirror on the wall.  She enters the room.

               INT. BATHROOM - MORNING

               She stops in front of the mirror and looks at herself, then
               feels her head.  She looks like she has a headache.  She
               turns on the water and tips her head into the sink.  As she
               washes her face, we see her reflection, then as she bends
               down to wash her face off, we see behind her, a MAN hanging
               from the wall behind her.  She comes up and...

               INT. LIVING ROOM - MORNING

               All of a sudden, we hear a SCREAM so loud, it echoes
               throughout.

               Kimberly, asleep on the couch is awakened by the suddenness
               of Stephanie's screaming and heads for the stairs.

                                   KIMBERLY
                         Stephanie?  Stephanie?

               INT. HALLWAY - MORNING

               Kimberly races up the stairs and finds the bathroom door
               slowly opening and sees Stephanie, looking in the mirror,
               scared shitless.

                                   KIMBERLY
                         What happened?

                                   STEPHANIE
                         I must have been imagining.  I saw
                         a man in the mirror and I turn
                         around and gone.

               INT. BATHROOM - MORNING

               Kimberly enters and sees Stephanie staring at herself, then
               turns to her, and is startled.

                                   KIMBERLY
                         Wow.
                             (a soft beat)
                         Morning then.

                                   STEPHANIE
                             (groggy)
                         Morning.

               Kimberly looks behind Stephanie and sees nothing but a coat
               rack and a white shirt.

               INT. LIVING ROOM - MORNING

               Kimberly comes down the stairs and approaches the sofa.  She
               finds herself a comfortable position and lie down.

               As Kim reclines on the couch, PAN OVER and see a note come
               under the door.

                                                       DISSOLVE TO:

               INT. FOYER - LATER

               Stephanie comes down the stairs and finds the note right in
               front of her.  She bends down and grabs it.  She walks into
               the living room and reads it.  She stops after finishing it
               and pokes Kim to wake her up.

                                   STEPHANIE
                         Kim, I found this on the floor.

               Kim opens her eyes and sees Stephanie holding something in
               her hands and gets up.  She yawns then looks toward Stephanie
               as she thoroughly.

                                   KIMBERLY
                         What's this?

                                   STEPHANIE
                         It says to be the same place we
                         were last night, only come alone.

               They share a dark look before Stephanie crumbles the paper up
               and tosses it to the floor without a care.

                                   STEPHANIE
                         I don't think so.  No this time.
                         I'm done with that.

               Kimberly sits up and grabs the paper, un crumbles it and
               reads it.  Her eyes open wider as she finishes the letter,
               then turns to Stephanie with a dark tone.

                                   KIMBERLY
                         I'm gonna figure this shit out.
                             (to Stephanie)
                         If you don't come, I don't care.
                         Cops are lookin' at us for Carls
                         death and still have nothing on
                         Kevin.  You wanna stay here, you go
                         ahead.

               Stephanie stops and thinks for a few moments before trying to
               response.

                                   STEPHANIE
                         What do you want me to do?

                                   KIMBERLY
                         I need you to help finish this
                         bullshit.  This is your family too.

               Stephanie takes the piece of paper and takes a loot at it
               again.

                                   STEPHANIE
                         If I go out there, I wanna know
                         what it is we're doing.

                                   KIMBERLY
                         We'll have our answers.

                                   STEPHANIE
                         That doesn't make sense though.  It
                         just tells us if we want our most
                         valued possessions back, go here.

                                   KIMBERLY
                         And what do you think that is?

               Stephanie is again quiet, nothing else to say or can think of
               at the moment.

                                   STEPHANIE
                         What have we lost?  Other than a
                         cousin and a boyfriend?

                                   KIMBERLY
                         I've lost my reason for why I'm
                         still alive right now.

               Kim sits down and turns on the TV, not turning to Stephanie
               for any condolences.

                                   STEPHANIE
                             (scoffs)
                         What time?

                                   KIMBERLY
                         Read it.

               Stephanie looks at the piece of paper and scoffs again as Kim
               watches TV.

                                                       CUT TO:

               INT. SHOP - DAY

               combing the isle of the local hardware store, Kim and
               Stephanie grab two flash lights and take them to the front
               counter and pay for them.

               EXT. STREET - DAY

               As they walk down the street, they load their flash lights
               and make sure they work.

                                   STEPHANIE
                         What about what this was all about?

                                   KIMBERLY
                         What?  That picture?  What about
                         it?

                                   STEPHANIE
                         This has something to do with it.
                         In some ideologically sort of way.

               Kim looks hard at Stephanie, then looks behind her as a truck
               passes by her going down the street.  She turns back to Steph
               and begins to follow her back up the hill.

                                                       CUT TO:

               INT. LIVING ROOM - DAY

               Stephanies hands roll up the portrait of the old man and
               slide it into a cylinder shaped card board canister and
               remains holding onto it.

                                   STEPHANIE
                         Lets go.  It's time.

                                   KIMBERLY
                         Do you really have to bring that?

                                   STEPHANIE
                         Might come in handy.

                                   KIMBERLY
                         Lets just take it back to my place
                         and stash it there where it was for
                         the last few months.

               Stephanie and Kim head for the door and close it behind them
               in their way out.

                                                       CUT TO:

               EXT. ROAD - DAY

               Walking down the same road from the previous night, Kim
               watches her back as they make foot.

                                   STEPHANIE
                         How much more time we got?

               Kim looks at her watch and sees the time, then tells
               Stephanie...

                                   KIMBERLY
                         We got ten minutes.

                                                       CUT TO:

               EXT. STREET - DAY

               A truck blazes up the road.  The same truck from last night
               and the same truck from before.

                                                       CUT TO:

               EXT. ROAD - DAY

               Continuing up the rocky road to the mine just up the way, Kim
               and Stephanie hustle to make time.  PULL AHEAD OF: Stephanie
               and Kimberly as they hike it up the rock mound.

               EXT. MINE - DAY

               In the far distance, we see Stephanie and Kimberly come out
               of the wood work and make their slow way up the rest of the
               hill.

               The approach and stop in front of the same place, the
               entrance and wait.  Kim looks at her watch and looks down the
               road, waiting.

                                   STEPHANIE
                         Now what?

                                   KIMBERLY
                         We wait.

                                                       CUT TO:

               EXT. ROAD - BOTTOM - DAY

               A truck, the same one, heads up the road Kim and Steph
               trailed up hauling ass.  The tires kick up rocks and dirt on
               its way to the top.

               EXT. MINE ENTRANCE - DAY

               Stephanie takes the cylinder and opens it.  She looks at the
               abandoned mine, and thinks.  She takes a hard look at the
               front, then takes the rolled up portrait and grabs it with
               both hands.  She sets the cylinder on the ground and unrolls
               the picture and looks.

               THE PORTRAIT

               From a far distance facing the picture, comparing the scenery
               behind the old man to the mine right now.

                                   STEPHANIE
                         The entrance is collapsed.
                             (Kimberly's attention
                              grows)
                         It's up there.

               Stephanie points upward, Kim eyeballs it, then looks at the
               picture, then looks again.

                                   KIMBERLY
                         Whoops.

               Stephanie and Kim wait around and see something coming from
               the bottom.  Kim looks toward Stephanie who makes her way up
               the stairs and into the mine entrance.

                                   KIMBERLY
                         Where you goin'?

                                   STEPHANIE
                         I'm not doing another last night
                         again.

               Kim looks down the road and hurries to catch up with
               Stephanie and enters the mine.

               As the door closes, the truck arrives and stops, kicking up
               dust and dirt.

               INT. MINE - DAY

               Stephanie and Kim continue into the mine and enter the main
               premise of the entrance from within.

                                   KIMBERLY
                         What are we doing in here?  We're
                         supposed to be outside at the time.

                                   STEPHANIE
                         Whoever's set this up knows we're
                         already here.

                                                       CUT TO:

               EXT. MINE - DAY

               A man dressed in black exits the truck, alone.  FOCUS ON: his
               feet traveling, never going above the legs of the man as he
               enters the mine from the bottom.

                                                       CUT TO:

               INT. MINE - DAY

               Kimberly follows Stephanie inward the mine, holding her flash
               light and wandering around a maze of tunnels.  Kimberly stops
               and looks back and listens for a moment, then continues.

                                   KIMBERLY
                         I hear something, hold on.

               The light from the flash light Stephanie holds stops and
               pulls a U-turn facing Kims eyes.

                                   KIMBERLY
                         Get that outta my eyes.

                                   STEPHANIE
                         Shit, sorry.

               Kim feels the mine shafts wall.  She turns to Stephanie and
               nods.

                                   STEPHANIE
                         What?

                                   KIMBERLY
                         Feels warm.  Were close to
                         something.

                                   STEPHANIE
                         What?

                                   KIMBERLY
                         It has to be down this way.
                             (turns to Stephanie)
                         But I still have no idea what we're
                         looking for.

               Stephanie follows Kimberly now, leading them further into the
               mine.

               INT. CART PASSAGE - DAY

               The light shines through the shape of an old cart used for
               carrying out the coal the mine produced.  Kim approaches it
               and looks inside, then looks back to Stephanie and continues
               into the mine.

                                   STEPHANIE
                         How far are we supposed to go?

               Then, suddenly, from behind, a lantern lights up from the
               opposite direction and moves backwards.  Kim and Stephanie
               turn around and see the unimaginable.

                                   STEPHANIE
                         What the hell is that?

                                   KIMBERLY
                             (in a serious tone)
                         Shit, I don't even fucking know.

               Stephanie points the flash light toward Kim and has a
               shriveled face, then looks in the distance ahead of Kim and
               sees something moving around...

                                   STEPHANIE
                         What is that?

               Kim turns around and sees a shadow move away from the light,
               by the looks of it, it was a man, or a ghost walking about.

                                   KIMBERLY
                         What the hell is down here we need
                         to see Stephanie?

                                   STEPHANIE
                         you tell me.  You said the wall was
                         warm.

                                   KIMBERLY
                         It's always warm in here.

                                   STEPHANIE
                         Where do we look?

               As Stephanie and Kim begin to think, Kims light dims slowly
               and slowly till it shuts off.

                                   KIMBERLY
                         Cheap piece of shit.

               Stephanie has an idea but doesn't know what to make of it.

                                   STEPHANIE
                         Did Kevin go anywhere near here
                         before he went missing?

               Kimberly gives off a hard look, then...

               A noise from down the shaft catches both girls attention,
               both turning around at the same time, only Stephanie aiming
               her light.


               Kimberly and Stephanie protrude further into the mine shaft.

                                                       CUT TO:

               INT. MINE - DAY

               Following the POV. of the second man, he continues into the
               mine shaft through a well lit portion of the mine.  He slowly
               walks through the rest of what's left.

                                                       CUT TO:

               INT. MINE - DAY

               Kimberly continues before Steph into the mine, with Stephanie
               consistently looking back to see what's behind her.

                                   STEPHANIE
                         What time is it?

                                   KIMBERLY
                             (checks watch)
                         It's five past two.

               Stephanie slowly looks back and hears something we do not
               hear.  She turns around and comes closer to the approaching
               sound.  Kim continues talking to herself thinking Stephanie
               is listening.

                                   KIMBERLY
                         But we might be lost, saying is if
                         we could get lost in a one way in
                         and out...

               She turns around and sees Stephanie slowly approaching the
               rear wall behind them.

                                   KIMBERLY
                         Stephanie?

                                   STEPHANIE
                         I hear foot steps coming this way.

               Stephanie flashes her light in the directions and sees
               nothing but the blackness, but we soon start to hear the foot
               steps approaching from the same shaft.

               Kimberly backs up and approaches Stephanie and pays full and
               careful attention to the same sound.

                                   KIMBERLY
                         What is it?

                                   STEPHANIE
                         Someone's in here with us.

               Kim looks to her, startled.

                                   KIMBERLY
                         In the mine with us?

                                   STEPHANIE
                         Yeah, we're supposed to be here,
                         why not in here?

                                   KIMBERLY
                         How bout the surface?

                                   STEPHANIE
                         Go back?

                                   KIMBERLY
                         We could find who's in here in the
                         process.

               Kimberly comes in front of Stephanie as the noise of clanking
               gets louder.  Kim grabs the flash light and points it down to
               the bottom of the shaft and doesn't see where the clanking
               could come from.

                                   KIMBERLY
                         There's no tracks down here.

               Kim starts in the other direction, but without light, she is
               blind.

                                   KIMBERLY
                         Steph, come on.  My light died so
                         you're the new light.

               Stephanie continues after Kim as Kim walks the direction they
               came in.

                                                       CUT TO:

               EXT. MINE - DAY

               Another truck approaches the mine and stops in front of a
               different truck that we've seen before.

               The driver, Quentin, is on his cell as he gets out of the cab
               and looks to the front of the mine and glances.

                                   QUENTIN
                         They might be here.  Only place
                         left for them to be.

               His friends get out of the truck and look toward Quentin as
               he approaches the front entrance of the mine and looks down
               the dark and deep shaft.

                                   QUENTIN
                         We got about five minutes before
                         they come out.

               He turns to one of his friends and quickly sees...

                                   FRIEND 1
                         How do you know they're in there?

                                   QUENTIN
                         We can find out.

               Quentin approaches something he see is connected on the same
               line as a track that goes straight down into the black hole.

                                   QUENTIN
                         We can scare em out, or we can bomb
                         them out.

                                   FRIEND 1
                         If that's so, it'll be murder.

                                   QUENTIN
                         What if they're not down there?

                                   FRIEND 1
                         Are they?

                                   QUENTIN
                         We'll find out in a minute.

                                   FRIEND 1
                         Shouldn't we just go in and find
                         what the hell he wanted.  If you
                         don't want Raouls death in vain,
                         lets just find what he was looking
                         for and finish this.

               Quentin, without turning around, continues his words spoke
               evenly through.

                                   QUENTIN
                         I still don't know what it is he
                         was looking for.

                                   FRIEND 1
                         I know you don't give a shit, but
                         why are we here?

                                                       CUT TO:

               INT. MINE - DAY

               In front of the POV that followed the two in, WE approach a
               set of two figures walking in the direction toward US.

               ON KIM & STEPH as they stop and suddenly take harder breaths
               than before.

                                   KIMBERLY
                         What's wrong Stephanie?

                                   STEPHANIE
                         I can feel it again.  It's here.

               Kim turns to her, not knowing what the hell she's talking
               about, then continues looking straight, not seeing anything,
               but feeling her bones grow cold and shaky.

               Steph aims the flash light in front of them and sees a black
               figure in front of the light, the figure is see-though but
               the figure is nothing more than a walking black object shaped
               like human.

                                                       CUT TO:

               EXT. MINE - DAY

               On a rusted wheel, Quentin pulls a cart away from the edge of
               the mines runoff and brings it toward the front of the mine
               and turns to his friend.

                                   QUENTIN
                         We got any oil with us?

               His friend grabs a plastic bottle of Pennzoil and heads for
               the cart, removing the cap and splashing it all over the
               rusted wheel.

                                   FRIEND 1
                         This gonna work?

                                   QUENTIN
                         It should.

                                                       CUT TO:

               INT. MINE - DAY

               Stephanie and Kim remained on caution as they slowly approach
               what's ahead of them through the blackness.

                                                       CUT TO:

               Quentin loads a rusty old cart full of smoke bombs and fire
               works.  His friends greases the front wheels and then the
               rear wheels, preparing for launch.

               Quentin backs away and grabs his zippo lighter and flips it
               out.  His friend backs away from the cart as it gently rolls
               on it's own.

                                   QUENTIN
                         Here goes nothing.

               Quentin and friends push with all their might the cart into
               the dark and deep hole and thrust it down.  They spring loose
               and watch as it rolls on it's own down into the mine.

                                   FRIEND 1
                         Bombs away down below.

               INT. MINE - DAY

               The sound of a man walking over rocks exits only as sound as
               Steph and Kim approach.

                                   KIMBERLY
                         What the fuck is that?

                                   STEPHANIE
                         Do you think it could be what is
                         it.

                                   KIMBERLY
                         What is it?

                                   STEPHANIE
                         The kid who died who haunts this
                         place.

               Then, suddenly, smoke comes from down the shaft approaching
               them  Kim sees it and starts to think the un obvious.

                                   KIMBERLY
                         What is that?

                                   STEPHANIE
                         Smoke.  Where is it coming from?

               Kimberly stops and takes a deep breath, then a moment later,
               a CLANK from deep in the mine behind them.  Something
               crashing.

                                   KIMBERLY
                         Shit, fuck this.

               Kim grabs Stephanie light and starts running past the smoke
               and heads to where she remembers coming in.

               EXT. MINE - DAY

               Quentin and his friends watch as they wait for anything to
               happen.  The moment gets restless as they wait in the cold,
               nothing happening.

                                   FRIEND 1
                         How long does it take to find a way
                         outta that hole?

               Quentin looks toward him and grunts as he gets impatient and
               heads up to the front entrance and looms in.

                                   QUENTIN
                         You think they're in there?

                                   FRIEND 1
                         Hard to tell.  How long could they
                         stay in there thinking something in
                         there.

                                   QUENTIN
                         I don't know, lets hope this
                         doesn't make them shaky.

               INT. MINE - DAY

               Kim and Stephanie head hot foot first and make a running for
               it.

                                   STEPHANIE
                         Does this lead out?

                                   KIMBERLY
                         We'll see in a minute.

               EXT. MINE - DAY

               ANGLE ON: over head view of mine entrance as Kim and
               Stephanie make surface.  They stop and take ominous amounts
               of breath.

               Then they look at each other and look back inside the mine.

               EXT. MINE - DAY

               From a different opening, Quentin and his friends continue to
               watch for anybody coming or going into the mine.

                                   QUENTIN
                         Where are they?

                                                       CUT TO:

               EXT. OPPOSITE PORTION - MINE - DAY

               From a secondary opening of the mine, Kimberly and Stephanie
               look through the trees and head around the hill, walking back
               to the road.

               As they walk, they coincide with each other and try to figure
               it out.

                                   KIMBERLY
                         Tell me what that was and I'll give
                         you fifty bucks when we get home.

                                   STEPHANIE
                         I could have been a spirit that
                         Kevin and that guy encountered when
                         they were killed.

                                   KIMBERLY
                         Kevin was never found, he's still
                         out there somewhere.

                                   STEPHANIE
                         By now it might be obvious to think
                         he's not coming back.

                                   KIMBERLY
                         We can try to call him.

                                   STEPHANIE
                         Wouldn't that be too obvious?

                                   KIMBERLY
                         I tried it and his number still
                         works.

               As they approach the opposite end of the mine, and find two
               trucks sitting in front of the entrance.  They stop and look
               at each other, then head toward them.

               EXT. MINE - DAY

               The trucks sit there in a blur with the surrounding
               environment.  Kim approaches a truck she instantly identifies
               and looks around.  She turns to Stephanie.

                                   KIMBERLY
                         Maybe we were wrong.

               She looks into the hole and sees smoke coming from out of it. 
               She turns back to Stephanie who moves in closer to get a
               better view.

                                   KIMBERLY
                         Where's it coming from?

                                   STEPHANIE
                         I don't know.  But I know who's
                         truck this is, and I know what's
                         going on now.

                                   KIMBERLY
                         Wanna wait?

                                   STEPHANIE
                         Yeah, what else is there to do?

               Kimberly sees the tracks leading to the edge of the ridge the
               mine lies on and looks over.  She gazes over and realizes how
               high they are.  She turns back over to Stephanie and takes a
               huge deep breath.

                                                       DISSOLVE TO:

               EXT. MINE - LATER

               Kim and Stephanie remain outside the mine, air getting colder
               and snow flakes starting to fall.  Stephanie looks toward
               Kim, who is bundled up and is sitting just before the
               entrance of the mine.  They share a brief look before Steph
               gets up and walks toward her from across the way.

                                   STEPHANIE
                         It's been twenty minutes.

                                   KIMBERLY
                         What's going on?

                                   STEPHANIE
                         I wanna find out.

               INT. MINE - DAY

               Stephanie continues, alone amongst the rock wall of the
               abandoned mine.  She doesn't turn back until she sees no
               light behind her.

               EXT. MINE - DAY

               Kim remains outside, freezing cold and tired.  She checks her
               watch and sees the time.  She looks into the mine and walks
               into the front to shelter herself.  She doesn't enter.

               INT. MINE - DAY

               Stephanie points the light in front of her and focuses on the
               ground.  The light follows the tracks.  She continues until
               she sees something at the far end of the tunnel.  She stops
               and stares.  As she takes deeper breaths, it becomes visible
               how cold it really is.  She turns around and sees she's
               alone.

                                   STEPHANIE
                         Kimberly?

               She turns to her front and continues into the mine.

               INT. SHAFT - DAY

               The light reaches onto us from behind a corner as Stephanie
               continues in and past CAMERA.  She is determined to find
               where the people went.

                                   STEPHANIE
                         Hello?  Anybody still down here?

               A beat.

                                   STEPHANIE
                         Hello?  I know there's someone in
                         here.  I was followed and there's
                         two trucks outside.

               She stops, shivers and second, then turns around and sees...

               A figure that starts only from the ground up, a figure that
               marches right by her.  She remains quiet as the figure passes

               her with out ease.  Stephanie is petrified, but hears
               nothing.

               She watches the ghostly figure pass right by her and
               disappear into the rocks.  As she remains still, she hears a
               noise. She turns around and looks in the direction of the
               noise and shouts...

                                   STEPHANIE
                         Hello?  Hello?  Anybody here? 
                         Where are you?

               Water starts to drip from the ceiling and falls onto
               Stephanie hair.  She turns up and sees it.  She feels it for
               a moment, then continues into the mine.

               As she walks further, more water drips down onto her.  Soon
               she starts wiping water away from her hair.  She begins to
               run and as she continues, she picks up speed.

                                   STEPHANIE
                             (shouts loud)
                         WHAT THE FUCK IS GOING ON?

               She suddenly just stops.  She turns to her right and sees
               something that catches her attention.  Something shines with
               bright passion.  Through a tiny crack, she sees a diamond
               shining with her light.  She points her light into the crack
               and sees something, it reflects into her eyes then down
               another small crack where she sees an opening.

               She bends down, seeing a unusual placed hole.  Somebody fell
               through.  She looks up and sees the end of the mine shaft.

               It is caved in.  She also sees some fifty year old dynamite
               sticking out of the wall.

                                                       DISSOLVE TO:

               BLACKNESS

               A voice overheard...

                                   KEVIN
                         This place is shut down for a
                         reason, and I know why...

               EXT. MINE - DAY

               Stephanie holds onto Kevin with their her as she walks out.

               She approaches the front.  She finds Kim waiting, out front
               with the wind blowing in her hair.  She feels Kevins neck and
               carefully wraps him up.

               She hauls him into the open to the road, and in the wind and
               snow, she walks him home...

               Stephanie and Kim walk Kevin down the street and to his home.

               INT. LIVING ROOM - DAY

               The house is brighter than it ever has been, even though it
               remains cloudy outside.  Stephanie wraps him in some blankets
               and places him in front of the fire she built.  She goes OFF
               SCREEN and makes a phone call.  Kevin remains in front of the
               fire warming up.  A moment later, her turns his head and
               looks toward her.

                                   KEVIN
                             (mutters)
                         Stephanie?

                                   STEPHANIE
                         Kevin, what happened?

                                   KEVIN
                         He was looking for something that
                         involved the house.  The plans. 
                         His friend from the mine told him
                         about it.  Nobody else knew.

                                   STEPHANIE
                         What happened to you?

                                   KEVIN
                         No one else knew.  The same thing
                         happened to me.  Raoul was killed
                         by his stubbornness.  He was after
                         the same thing.

               Stephanie remains on her cell phone, then flips it and turns
               it off.

                                   STEPHANIE
                         Are you okay?

                                   KEVIN
                         I'll be fine from now on.
                             (a moment later)
                         How's school?

                                   STEPHANIE
                         It's fine.

                                   KEVIN
                         How much do you think I can sell
                         this shit hole for?

                                   STEPHANIE
                         Don't tell anyone it's haunted.

               A beat.

                                   STEPHANIE
                         I saw him again.  In the Mine.  It
                         was the same thing that I saw in
                         here before I left.  It's his
                         house.

               A beat.

                                   STEPHANIE
                         Their house.

                                                       DISSOLVE TO:

               SOMETHING FUZZY - UNKNOWN

               A series of distorted shots... A voice...

                                   KEVIN
                         Three men were killed.  They were
                         recovered and buried, but the names
                         were never known.

               A beat.

                                                       CUT TO:

               EXT. MINE - DUSK


               Overlooking the mine.

                                   KEVIN
                         They we're killed.  It was a strike
                         back in the early forties.

               A beat.

                                                       CUT TO:

               INT. ROOM - DAY

               Kevin, Stephanie and Kim re-frame the portrait...

               INT. LIVING ROOM - DAY

               ... and hang it on the wall.  Before Kevin hangs it, he reads
               the back or it one more time.

               INT. BASEMENT - DAY

               Kevin descends down the old and creaky stairs down into the
               dark and eerie basement.  His feet find the floor.  He stops
               and reaches for a string and turns on a light.

               INT. SHAFT - DAY

               Kevin enters a dark shaft under the house that leads down a
               dark passageway and into a small 8x9 cell.  Kevin stops and
               flashes a light in the room.  He stops and bends down.

               Platform wood on the floor is loose.  Kevin reaches with his
               hands and pulls up a piece.  He sticks his hands into the
               black crevice and feels around.

               A moment continues with total quiet.  The sound of a VOICE
               from the dark shaft echoes through the basement.  A crashing
               sound erupts from behind him.

               INT. LIVING ROOM - DAY

               Kimberly and Stephanie remain focused on the portrait of the
               man that owns the house.  Kevin reappears from the basement
               with something in his hand.

                                   STEPHANIE
                         What is that?

                                   KEVIN
                         There's something in here.

               They open the box and find the deed to the house, along with
               a key.

               Kevin picks up the key and looks at it.

                                   KIMBERLY
                         What is it?

                                   KEVIN
                         I don't know.
                             (looks at it)
                         What does it go to?

                                   STEPHANIE
                         A lock?

                                   KEVIN
                         This is a safety deposit box key.

               He turns to Kimberly and Stephanie and grins as they read the
               deed to the house.

                                   STEPHANIE
                         This is older than mom is.

                                   KEVIN
                         It's the deed to the house.  I bet
                         they wanted us to find it.

               A beat.

                                   KEVIN
                         This room is where the bad history
                         of this town started from.  But
                         it's history.

               Kimberly looks at him and looks at the key.  Stephanie
               continues reading the deed to the house and turns to Kevin.

                                   STEPHANIE
                         It doesn't say how much the house
                         it worth.

                                   KEVIN
                         Probably because it ain't worth
                         shit.  God who knows really?

                                   KIMBERLY
                         What do you wanna do with this?

                                                       CUT TO:

               EXT. SAFETY DEPOSIT BOX ROOM - DAY

               Kevin slides the key into an old, metal box and twists.

               Kevin opens the box and pulls out another open box and sets
               it on the table.

               Kevin, Kimberly and Stephanie all gaze down into the box and
               see the whole thing lined with cash.

               Kevin takes out a stack and counts it.  It is all hundreds.
               Stephanie takes out one and Kimberly takes out one.  They all
               count how much money there is.

                                   STEPHANIE
                         This is ten grand.

                                   KIMBERLY
                         Same.

                                   KEVIN
                         Same here.

               A beat.

                                   STEPHANIE
                         Is it ours?  What do we do with it?

                                   KEVIN
                         Is there a note?

                                   STEPHANIE
                         No.  But who's box is it?

                                   KEVIN
                         It's my grand dads.  This is what a
                         lot of people want but don't know
                         is here.

                                   STEPHANIE
                         Nobody has or had access to this
                         before this.

               A quick beat.

                                   KEVIN
                         You know, this makes some sense.
                             (they turns to her)
                         As to... why he made these plans,
                         and why he took them with him.  It
                         must have had something to do with
                         what he was doing.  I imagine he
                         had prints to his house that led to
                         where I found this, and at the same
                         time, someone was burying their
                         evidence with a stick of dynamite.

               They listen.

                                   STEPHANIE
                         What was he doing with them?

                                   KEVIN
                         Hiding them.  The same time, the
                         only thing resembling the
                         architecture for the mine was the
                         picture of him in front of it.

               Kevin looks toward Kimberly and Stephanie and looks at the
               money.  He thinks hard and considers...

                                   KEVIN
                         Question is, what about all this
                         money?

                                   STEPHANIE
                         It's yours.  What do you say?

                                   KEVIN
                         I say, lets split it.  I can't have
                         all this.  If y'all didn't find me,
                         we wouldn't be here.

               Kevin removes all the money and sorts it out over the table.
               Kevin places three evenly sorted piles in front of Kimberly
               and Stephanie.

                                   KEVIN
                         We're finished here.

               Kevin turns to the window and nods his head.  A man brings in
               three boxes into the room and hands them to Kevin.  Kevin
               gives them to Stephanie and Kimberly, who place the money
               evenly into the boxes and close them.

               EXT. HOUSE - DAY

               A cab pulls up.  Kevin, Stephanie and Kimberly get into the
               back seat and close the door.

                                                       DISSOLVE TO:

               EXT. CEMETERY - DAY

               Over a gloomy sky, the three walk into the cemetery and stop
               in front of a grave stone.

                                   KIMBERLY
                         Why did this happen?

               Kevin turns to her and nods to the stone.

                                   KEVIN
                         Well everything happens for a
                         reason, but I don't know what this
                         one was for.

                                   STEPHANIE
                         Anything you have to say?

               Kevin bends down and looks at the grave stone and reads it.
               He thinks for a few moments and gets back up.

                                   KEVIN
                         It woulda been my name on one of
                         these if it wasn't for you two.

                                   STEPHANIE
                         Let him rest in peace.

                                   KEVIN
                         It's time to move on Stephanie.
                         You, me, all of us.

               INT. TAXI - DAY

               Stephanie in the middle, Kevin and Kim to her side.  They all
               share a glance at each other, then turn their heads away from
               it forever...

               THE END

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