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





















                    The Crimson Kiss

                           by

                      Adam Johnson

























                             3336 Spruce lane
                             Grapevine, TX 76051
                             (214) 460-1526
                             AdamtheJohnson@hotmail.com






FADE IN:

EXT. CHICAGO - NIGHT

SUPER: CHICAGO, 1942

Only two colors exist in this world - black and white.

This once thriving metropolis now crumbles under the weight
of time - hit hard by the Depression. No new buildings have
been erected in years, and the old ones are only left to rot,
their mid-century architecture ready to fall apart. Dark
alleys, drastic angles, shadows everywhere. Smoke and rain
fill the air always. An enormous moon shines overhead, but
not one inch of the city isn't covered in darkness.

EXT. STREET - NIGHT

Several 1930's and 40's automobiles rumble along on the rain-
soaked brick-paved streets of Chicago, though the streets
are nearly devoid of pedestrians with the late hour. Lights
from the moon and car lamps bounce off all the slick brick-
work.

A young couple, JOHNNY MURDOCK, 30's, in slick 1940's
business-man attire and an old-style brown trenchcoat, and
the blonde-headed bombshell on his arm, PHYLLIS DANVERS,
20's, in a sultry dark-colored dress, walk along the wet
streets, ignoring the rain bouncing off their heads, and
disappear into a dark alley.

EXT. DARK ALLEY - CONTINUOUS

The shadows overtake the alley, engulfed further into a veil
of darkness with each step.

They giggle and Phyllis clutches Johnny's arm tighter for
warmth.

                         JOHNNY
            Whew, cold out tonight, isn't it,
            beautiful?

Her teeth chatter as she laughs.

                         JOHNNY
            Here.

Johnny stops and removes his trench. He drapes it over her
shoulders.

                         PHYLLIS
            But Johnny, your suit.



                                                            2.


                         JOHNNY
            Don't worry about the suit,
            sweetheart. I'll get another one.
            There's only one of you.

                         PHYLLIS
            My hero.

                         JOHNNY
            Flattery will get you nowhere with me.

A tin can topples over somewhere near the end of the alley.

                         PHYLLIS
            What was that?

                         JOHNNY
            What?

                         PHYLLIS
            You didn't hear it, Johnny?

                         JOHNNY
            I think the cold is getting to that
            pretty head of yours.

Another sound amidst the darkness, closer this time. Johnny
and Phyllis both stop.

                         JOHNNY
            I heard that one...

He detaches himself.

                         JOHNNY
            Wait here.

Johnny walks further down into the darkness, leaving Phyllis,
alone and in silence.

                         JOHNNY
            Hello? You better come outta there.
            I don't like bein' kidded.

Phyllis watches as Johnny takes careful steps down the alley,
until he disappears after crossing a line of darkness.

For several moments Phyllis can't move. Can't breathe.

Frightened, she forces herself to take a few steps closer.
She sees something in the darkness, something we can't.

                         JOHNNY (O.S.)
            Oh, it's you. What are you-



                                                            3.


His voice is cut off by his own cries of pain.

A crunch. Blood sprays the brick alley wall. His cries stop.

Phyllis screams.

INT. BANNISTER'S OFFICE - GRAY MORNING - RAIN

Smoke fills the deteriorated office. The sound of rain
pattering against glass. Papers and file boxes everywhere.
On the door outside the words "David Bannister, Private
Investigator" are etched in thick, black letters.

DAVID BANNISTER, 38, sullenly sits in complete silence as he
stares out one of the big, venetian-blind covered windows in
his office, watching the dark rain as it runs down the length
of the window, lost in a well of sadness somewhere.

It's early - which means he's probably hungover. His
shoulders slump and his head sags heavily as he takes a drag
from his hand-rolled cigarette - the cause of the smoke in
the room.

His hair is a mess, greasy, tossed about his unshaven face.
He wears only a pair of beaten up slacks and a dirty wife-
beater. His gun-holster pretzels around his shoulders, empty.

He definitely looks like he's had a bad day - and it's only
8:30.

Suddenly, the silence is broken as MR. CROSS, with slicked-
back hair and a pinstripe suit, continues his verbal
laceration of David, already in progress.

                         CROSS
            What do you want me to do now,
            Bannister?

David spins in his chair and eyes Cross.

                         DAVID
            I don't care what you do, Cross.

David tosses a newspaper onto his desk as he stands - the
headline: Child Rapist Killed.

                         DAVID
            Just stop shouting.

David crosses his office and opens the refrigerator next to
the sink outside the bathroom - this is as much of an
apartment as it is an office.



                                                            4.


                         CROSS
            What's next, huh?

                         DAVID
                   (indifferent)
            Bury the son of a bitch.

                         CROSS
            He was meant to rot in jail!

He removes a beer and places it against his forehead,
standing inside the fridge to cool his aching head.

                         DAVID
                   (quiet)
            He's rottin' somewhere.

 He twists open the bottle.

                         CROSS
            What happened to you?

David sits back down at his desk and takes a swig.

                         DAVID
            I did what I was paid to. Now shut
            up... or get out. I'd prefer both.

With quiet anger,

                         CROSS
            You son of a bitch.

David takes another drink, indifferent.

Cross throws the newspaper into David's face.

                         CROSS
            You're not getting a dime. You come
            near my family, and I'll plug you
            myself.

Before he can blink David is up, clutching Cross by the shirt
collar, with his .38 planted next to Cross' jugular.

                         DAVID
            It takes a lot to kill a man.

He pulls the hammer back with his thumb.

                         DAVID
            You better be sure you're capable
            of it.



                                                            5.


David lets go of the man's suit and throws open the door
with the now free hand.

INT. RECEPTION OFFICE - CONTINUOUS

Still with the gun in the man's throat David rushes Cross
out of his office, forcing him to stagger backwards awkwardly
as David clutches his collar.

                         CROSS
            My daughter deserved justice!

                         DAVID
            He raped a dozen little kids. His
            death isn't justice.

David throws open the outer door.

                         DAVID
            It's life.

He throws Cross on his ass into the hall. He stumbles to his
feet, belligerent.

                         CROSS
            Bastard!

He runs off, stumbling on his fat-cat legs.

David turns around after a moment to see EVY SOMERVILLE,
David's secretary, standing to introduce MARION McPHERSON, a
brown-headed bombshell in a dark dress, her face red from
recent tears. Her eyes look up towards David slowly.

                         EVY
            Mr. Bannister, this is Miss Marion
            McPherson.
                   (beat)
            Your eight o'clock.

David staggers, startled by her unforeseen presence, unable
to speak. He suddenly feels very inadequate in his own skin,
or rather its appearance thereof.

                         MARION
                   (courteous, but sad)
            Mr. Bannister.

He tries to gather himself quickly, still realizing how he
must look.

                         DAVID
            Uh, hiya.



                                                            6.


No one else says anything.

                         DAVID
            Here, have a seat here.

He gestures towards a reception chair with his gun. Realizing
his move he puts it away in the holster as quiet as he can
help.

He ushers Marion towards the chair. With her back turned he
silently mouths something angrily at Evy. She does the same,
raising her arms in defiance as if to say she had no choice.

David resumes his normal posture before Marion turns back
around.

David walks away from Marion as he speaks, towards the coat
closet a few feet away.

                         DAVID
            So, McPherson, is it?

David opens the door to the closet and steps inside, the
door blocking any view of him from Marion.

                         MARION
            Yes.

                         DAVID (O.S.)
            What can I help you with? Husband
            cheating on you?

                         MARION
            No, I--... Can't we do this in your
            office?

                         DAVID (O.S.)
            No, actually.

David steps from behind the door, still pulling on a button-
up shirt over his still dirty tank, though the words 'fresh'
or 'nice' fit nowhere in its description.

With the collar and two buttons still unbuttoned he heads
for Marion, rolling up the sleeves as he does so. Doesn't
even attempt to tuck it in. He leans against Evy's desk as
he speaks to Marion.

                         DAVID
            Evelyn here needs to hear this too.

She holds her breath, wringing the black purse resting in
her lap. This isn't easy for her.



                                                            7.


                         MARION
            My boyfriend is dead.

David looks quietly surprised. He looks at Evy, who sits
down. David instantly has another degree of seriousness in
his face.

                         DAVID
            I, uh... I'm sorry.

Evy wrings her purse tighter in her hands. She sniffles with
her head lowered towards the floor. A tear falls.

David gestures at Evy with his head, as if to get something
in his office.

                         DAVID
            What are the police doing?

Evy returns, with a shot glass and a bottle of whiskey.

David hands the full glass to Marion.

                         DAVID
            Here. Down the hatch.

She takes it down.

She breathes hard, not very smooth.

                         MARION
            They won't tell me anything.

She's wringing her purse again. Evy eyes the move closely, a
suspicious gaze in her eyes.

                         DAVID
            Saps. All of 'em.

David stands. After a moment,

                         DAVID
            Miss McPherson, do you want my advice?

She nods.

                         DAVID
            I think you should go home and lay
            down that pretty head of yours.
            Start grieving for your boyfriend.

                         MARION
            But...



                                                            8.


                         DAVID
            If this is a murder case - and by
            the look in your face I can tell it
            is - the boys in blue need to handle
            it. When they quit sittin' on their
            hands and find something they'll
            call you. That's why they won't
            tell you anything yet.

                         MARION
            But I have to know!

Her fires could peel the paint right now.

David looks at Evy - He might just be outmatched. Evy, in
response to the look, pulls out a pen and a legal pad.

                         DAVID
            What's his name?

                         MARION
            Johnny. Johnny Murdock.

She stews for a minute on something. For the first time since
she started talking she is hesitant.

                         MARION
            Do you think... would it be possible,
            if no one knew--

                         DAVID
            Don't worry about it.

David glances knowingly at Evy.

                         DAVID
            I can handle it.

She's quiet now, looking at the black handbag in her lap.

                         MARION
            I just want to see him pay, Mr.
            Bannister. The man who did this - I
            want done to him what was done to
            Johnny.

That venom again.

After a while,

                         MARION
            Are you going to help me?



                                                            9.


                         DAVID
            We wouldn't still be talking if I
            wasn't.

EXT. OVERHEAD VIEW OF APARTMENT COMPLEX - NIGHT - RAIN

The hotel lies in the center of a seedy part of town. The
very paint peels from the exterior.

EXT. APARTMENT COMPLEX - NIGHT - RAIN

David stands in front of the hotel, looking it over.

He glances at a crumpled piece of paper in his hands with an
address scribbled on it.

He cranes his head into the rain, and looks at the building
again. It's the right place.

The rain incessantly patters over everything.

INT. APARTMENT CORRIDOR - NIGHT

A seedy, dilapidated hallway. Wallpaper is peeling. The
floorboards are cracked. If there was paint on the walls, it
would be the only thing holding them up.

An OLD MAN leads David to a door. He's wearing an oxygen
mask, dragging a tank on wheels behind him. His breathing is
rhythmic. The wheels of the tank squeak with each revolution.

He points to the door and walks away. David doesn't even
gesture a thank you.

INT. MURDOCK'S APARTMENT - NIGHT

The apartment is slightly nicer than the corridor outside,
tidier. Like shit with sprinkles on it.

David enters the room slowly, unsure of danger. He studies
all of the overlaying shadows that fill the room. The room
is hazy with dust - so much so that the light slivering past
the blinds picks it up, densely filling the air.

A car passes by outside, silently filling the room with light
in an ascending motion. Just a flash of visibility, but it's
enough to see Johnny Murdock wasn't well off.

David unbuttons his overcoat, tilts his head from side to
side. It's completely deserted.



                                                           10.


INT. MURDOCK'S APARTMENT, BATHROOM - NIGHT

The door creaks open incredibly slowly. David stands in its
place, like a silhouette, the dust outlining his frame in a
sliver of light.

He carefully walks into the bathroom, onto the linoleum
flooring. It's so quiet, each step of his shoe against the
dingy plastic booms like a slow drum.

David throws open the plastic shower curtain, hazy with soap
scum. It's empty - except for a few little friends.

David stops. He takes a seat on the edge of the bathtub.
Frustrated, and just plain bored, he runs his hands through
his hair - he's done this too many times.

He digs in his jacket pocket and pulls out one of his hand-
rolled cancer sticks. He lights it and the smoke only makes
the apartment space that much more opaque.

He sighs and stands up. Just as he does a light whizzes by
outside, illuminating David's face in the grungy mirror
against the wall. A large crack cuts diagonally through his
face.

INT. MURDOCK'S APARTMENT, DESK - NIGHT

The rain patters against the window as David fingers through
a mess of papers on Murdock's very ordinary desk.

Something jumps out at David. He stops.

A business card. "SAM & MILES FIRST BANK OF CHICAGO. JONATHAN
MURDOCK, SALES ASSOCIATE"

David stares at it. Shoves it into his coat pocket.

INT. MURDOCK'S APARTMENT, CLOSET - NIGHT

David brushes one of Johnny's suits out of the way.

He sees something on the top shelf. He reaches out and tries
to grab it. But it falls to the floor, spilling out a
thousand receipts.

David, annoyed, turns and shuts the door behind him.

Just as he does he sees something on the carpet.

INT. MURDOCK'S APARTMENT - MOMENTS LATER

David casually pushes the recliner out of the way - it
topples to the floor carelessly.



                                                           11.


David slowly creaks down on those old knees and picks up
something embedded into the carpet.

It's an earring. Unidentifiably feminine.

INT. MURDOCK'S APARTMENT, WINDOW - NIGHT - RAIN

Rain patters quietly against the window as David tries to
look at the earring closer in the small amount of light
streaming in, always changing and shifting because of the rain.

As he studies, the dark world outside doesn't stop.

                                            DISSOLVE TO:

EXT. ALLEY - NIGHT

David walks through the dark haze of late-night Chicago, in
a back alley behind some rotting building.

EXT. CRIME SCENE ALLEY - NIGHT

David sees it and stops. A familiar alley. Yellow police
tape cordoning off one pathway of the alley.

He looks around, and slowly crosses beneath the yellow tape
into the alley where Murdock was killed.

David squints, it's too dark to see much. He takes a step.

Something squishes beneath David's careful shoe. He retracts
it slowly.

He bends down to get a closer look.

He sees it. He lifts his head and looks at the rest of the
alley.

The alley is blanketed with blood. On the ground. On the
walls. Spattered on every dumpster. Bits of flesh and gore
protrude from the dried plasma.

EXT. ALLEY - CONTINUOUS

David crosses back under the police tape. He stops and takes
one last long look down the dark, smoke-filled alley.

David can only gape at the scene. It's like he's looking
down his own path.

                                            FADE OUT.



                                                           12.


INT. BAR - NIGHT

David sits at the bar in this seedy, underground establishment.

The smoke is even denser here, with the few other patrons
here at the late hour chain-smoking alongside David. The
kind of smoke that makes your eyes water.

David tosses back another swig of beer. He stares at the bar.
David runs a hand through his greasy hair.

Something on the television hanging in the corner, black and
white of course. The news.

                         NEWSCASTER (ON T.V.)
            --n other news today, the long-
            awaited Subway Construction Project
            here in Chicago is now fully
            underway. Expect the subway to ride,
            for the very first time in Chicago,
            some time next year.

David just takes a drink, entirely oblivious. He listens to
the drunken banter around him.

                         OLD DRUNK
            I used to play ball with my kid all
            the time. Then I come downstairs
            one day, with mah glove, and they're
            gone. All of 'em. Wife. Kids. Left
            a note too. Said they wanted me to
            quit drinkin'.
                   (beat)
            I hate ultimatums.

The Old Drunk takes a long swig of his beer.

David listens.

A WAITRESS walks over to refill a MAN's coffee. When she
bends down,

                         MAN IN BOOTH
                   (whisper)
            Hey, you wanna come back to my place?
            I could use a little company.

He slips a fifty dollar bill in her shirt pocket. He's done
this before.

She looks at him, thinking it over.

Listens.



                                                           13.


                         YOUNG DRUNK
            Hey, Earl, just one more eh?

EARL, the bartender, leans over the bar to talk to the poor,
down-on-his-luck fella.

                         EARL
            I think you've had enough, sonny.

                         YOUNG DRUNK
            Come on Earl! One for the road,
            friend?

                         EARL
            You're gonna kill somebody.

                         YOUNG DRUNK
                   (quietly)
            And me with 'em...

He takes his drink and stumbles out the door.

David takes a drink, drowning out the sadness of the room.

David looks up. An unfamiliar face looks at his from across
the bar, trying not to make his stares obvious.

Bannister looks at the man, as their eyes lock dead on one
another. Someone passes between them, blocking their view.
When it's passed the man is gone.

EXT. OVERHEAD VIEW OF THE BAR - NIGHT

The seedy bar, surrounded by fog. The door creaks open.

EXT. BAR - NIGHT

David exits the bar slowly, knees just slightly shaky.

He glares at the downpour in front of him, just outside the
protective tarp over his head that covers the entrance. A
wall of rain, just one step ahead.

He walks through the wall.

The sound of the rain drowns out everything - washes it away.

EXT. STREET - RAIN

David hikes his collar higher as he jogs through the
torrential downpour. After only a few steps down the dark
streets David vanishes beneath the rain.



                                                           14.


A shadow steps out from behind a curtain of black, and
watches David disappear into the darkness.

                                            DISSOLVE TO:

EXT. OVERHEAD VIEW OF INDUSTRIAL SECTOR - NIGHT - RAIN

An industrial section of the city. Factories, large
buildings - all decayed. The sky is even deader here, blocked
by Industrious fumes and smoke.

Right in the middle of it all - an apartment complex. David's.

Rain blankets the entire rotting thing.

INT. DAVID'S BUILDING, BACK ENTRANCE - NIGHT - RAIN

David walks in from the blanketing rain, soaking wet, and
into a covered back entrance used for trucks - it's like a
kind of garage with the door open.

David carelessly shakes the rain loose from his overcoat,
and looks up.

Marion sits between two trash bins, mingling with the garbage.
She sees David and suddenly becomes very alert.

David sighs, annoyed. He hurries right past her, inside.

INT. DAVID'S BUILDING, CAGE ELEVATOR - NIGHT

Stacks of gaudy balconies loom into shadows above.

The industrial cage-style elevator slams open. David is
desperate to get away, as Marion is right behind him.

                         MARION
            I had to see you.

INT. CORRIDOR - NIGHT

Dank corridor on one of the upper floors. The wallpaper is
faded and falling down - so are the walls.

David can't get away fast enough.

                         MARION
            I've been waiting all night.

INT. DAVID'S APARTMENT DOOR - NIGHT

He fumbles for his keys with Marion looming behind him.

The key turns.



                                                           15.


                         MARION
            It's cold out.

The door opens. David goes inside.

                         MARION
            I'll freeze to death!

He slams the door right in her face as she yells.

She waits.

After several moments, the knob turns and the door opens
incredibly slowly.

She walks in, and the door shuts behind her.

INT. DAVID'S APARTMENT - NIGHT - RAIN

The place is a mess. Dark and dusty, filling the air with a
dense haze. Rain patters against the window.

Light filters in through shoddy venetian blinds. A table fan
spins in the corner, near the window, tossing the shadows
around the place even more, spinning, spiraling all the time.

David still hasn't said a word to her. He tosses his soaking
wet overcoat on a chair and heads for the bathroom without
stalling.

The light pops on, filling the dark space with a little light,
hazy at best. David shuts the door all but a crack.

The fan keeps spinning in the living room.

Marion hasn't moved. She stands in the den aimlessly,
awkwardly. She starts to peer her head around the room, just
as David exits the bathroom - now wearing only his gun and
the tanktop/slacks combo we saw earlier, with a towel over
his shoulder to accessorize.

He walks up to her carefully, slowly. He holds out the damp
towel in front of him. Slowly, carefully, she takes it, still
obviously feeling inadequate.

                         DAVID
            Dry your hair. I'll call you a cab.

David turns and goes into the kitchen, again off-screen.

                         DAVID (O.S.)
            You can sit down, ya know?



                                                           16.


She does at his request, but just barely. She sits awkwardly
on the very edge of the chair where David threw his coat.

Marion looks into the kitchen. She sees David with his head
in the icebox, to cool his throbbing head.

She gets up, and wanders around.

On the table in front of a torn-up sofa are pictures -
paintings. Charcoal, stencil, mixed-media with clippings and
other materials. Whatever they are, they're all very dark,
sinister, disturbing even. Screaming faces, malevolent acts,
no real form - real 'lost soul' art.

She picks one up as she sits on the filthy couch with the
springs poking through, and stares at it, lost in its
darkness. It's one of 'the screamers.'

                         MARION
            What are these?

David leans against the door frame of the kitchen.

                         DAVID
            It keeps the bad stuff out--

He taps his head.

                         DAVID
            --from in here.

                         MARION
            What do they mean?

He turns and walks away again.

                         DAVID
            I don't know. They're just what I see.

FLASH CUT--

-- Dark. Evil. A man - similar to the one made of charcoal -
screams in ecstasy. With a little girl bent beneath his naked
body. --

Marion lets the dark portrait float back onto the table.
It's hideous.

She gets up, walks around again.

She sees the pictures of him around the room, in happier
times, brighter times. Some include a woman. Beautiful.



                                                           17.


Hundreds of black and white photos - crime scenes, evidence,
that sort of thing.

His hat rests on top of a lamp.

A spare gun.

The spinning fan, tossing light.

The pattering rain.

                         MARION
            Why do you do what you do?

                         DAVID (O.S.)
            It pays the bills.

After a moment of silence David enters the den again, holding
a glass of whiskey in one hand and a bag of ice in the other.
He stands in the doorway.

                         DAVID
            It's on its way.

He plops down onto his sofa, burnt out.

He puts the ice on his forehead and takes a drink from his
glass.

                         MARION
            You're drunk.

                         DAVID
            Not enough.

Beat. Silence. The rain, the fan. She can't face him, turned
the opposite way.

                         MARION
            You think I'm a liar, don't you?

David, annoyed, digs in the pocket of his slacks. He tosses
a small object at her. It lands on the table next to her.
She turns and looks down at it.

It's the earring from Murdock's apartment.

                         DAVID
            You don't wear earrings that cheap.

She turns.

                         MARION
            So you did believe me then?



                                                           18.


He's getting really frustrated by her questions now.

                         DAVID
            I believed your two-hundred dollars.

                         MARION
            Is that the only thing you care about?

                         DAVID
            What?

                         MARION
            Money.

                         DAVID
            Look. You paid me more than if you
            had been telling the truth. And
            enough more to make it all right.

                         MARION
            Tell me then - what am I lying about
            now?

                         DAVID
            I don't care. I just want you to
            get the fuck out.

She reels. Tears in her eyes.

David sees he's been too harsh.

He gets up, stands close to her.

                         DAVID
            How 'bout a drink?

A moment of honest sympathy.

She smacks him in the face. Hard.

As he's reeling, she stomps out.

She's gone, disappearing into the haze, before he can stop
her. If he had wanted to.

He collapses onto the sofa, in front of the portraits.

He rubs his jaw where she slapped him and uses the cold glass
against his forehead to soothe the oncoming hangover. He
swigs at the drink.

He looks at one of the pictures, and leans back on the shoddy
sofa.



                                                           19.


He closes his eyes, out after only moments.

The fan keeps spinning.

INT. CARGO ELEVATOR - NIGHT

Marion, in the elevator, headed down. Sullen, sad.

The light outside the elevator whizzes up and down,
repeatedly throwing her face into darkness, then lighting it
up - over and over again.

The lift stops. And she's in darkness.

She steps off.

INT. HOMICIDE DIVISION - NIGHT - RAIN

Beat up old office space in an old building - once grand,
now gone to seed.

Desks fill this large area, clumped together messily. The
area is separated from the hall by dingy glass and wood
partitions, obscuring passing bodies into hazy ghosts of men.

CLARENCE HUSSELBECK, gritty Homicide Detective - which means
unshaven, dirty and generally an asshole. His desk is in a
dark corner of the smoky room.

He leans back in his chair, nodded off.

The wall telephone begins to ring.

Clarence's eyes flutter, slowly awakening. He leans forward
and rubs his eyes as he groans, trying desperately to focus
them.

Two other DETECTIVES murmur as they walk past.

                         DETECTIVE
                   (under his breath)
            Crazy bastard. Go home and get some
            sleep, would ya?

                         DETECTIVE 2
                   (under his breath)
            Come on, pal. He's all washed up.

They both laugh, trying to keep it down.

The two of them pass past the partition - ghosts.

The phone keeps ringing.



                                                           20.


Suddenly, a stir of commotion. Across the hall the double
doors swing open.

A PERP is hauled in against his will, struggling along the
way, with three officers manhandling him in.

                         PERP
            I'm innocent, coppers! Innocent!

He spits at one of them.

Passing behind the partition, Clarence sees two ghosts
beating on another. Punching it in the face, in the stomach,
until something flows out of his mouth.

The cops chuckle with glee, and pride. The ghost with his
hands handcuffed behind him can barely stand. The cops have
to drag him along.

The phone keeps ringing.

Clarence looks at it indifferently. He scoots his chair back
to stand.

EXT. DOWNTOWN STREET - NIGHT

The rain has finally stopped. Now only the fog remains. There
isn't a sound in the city, only silence.

A 1940's police cruiser, big as a boat, rumbles along on the
wet pavement, the little red light on the hood whizzing around.

Red light flashes across the black city, reflecting off all
the wet surfaces.

INT. POLICE CRUISER - NIGHT

Clarence is behind the wheel.

Only silence.

Ahead of him, the dark city is painted red - over and over
again.

EXT. CRIME SCENE - NIGHT

A bloody body covered in a white sheet lies in the center of
the road.

Police photographers flash light on the dark street as they
snap pictures with those popping bulbs. Yellow police tape
everywhere.

Husselbeck walks the line, idly examining the busy scene.



                                                           21.


Husselbeck takes a drag from a cigarette, unimpressed with
the scene.

He's seen this too many times.

INT. POLICE CRUISER - NIGHT

Lights flash by outside, the busy crime scene.

Husselbeck yawns uncontrollably as he scribbles notes into a
pad.

And it's not because he's tired.

Husselbeck looks up - watching as they zip up the body bag.

INT. DINER - NIGHT

A somewhat quaint 1940's Diner. Dark, green flourescents
buzz overhead, casting ugly light over everything.

Some of the other officers and Detectives mingle with one
another in the booths of the Diner.

Husselbeck hangs away from them, up at the counter.

He stares into his coffee.

After a moment, the Diner door dings, drawing Husselbeck
from his trance.

PHILIP MARSHALL, Husselbeck's partner, not nearly as rough
around the edges, eases in and sits next to Clarence at the
bar.

Husselbeck doesn't even notice. He just stares into his mug.

                         MARSHALL
            Hiya Clarence.

He doesn't move.

The waitress shows up. Philip gestures at her with one hand.

                         MARSHALL
            Coffee. Black.
                   (to Husselbeck)
            Cold out tonight, eh?

                         HUSSELBECK
            It's always cold out...

                         MARSHALL
            What's that?



                                                           22.


After a moment, still staring his the black of his coffee,

                         HUSSELBECK
            When did things get like this,
            Marshall?

                         MARSHALL
            Like what, Clarence?

                         HUSSELBECK
            I remember... the sun.

Marshall doesn't know what to say.

                         HUSSELBECK
            But now... it's like some distant
            memory. Something lost or... just
            forgotten.

                         MARSHALL
            Clarence...

                         HUSSELBECK
            I think it hides... from us. So we
            don't have to see... see what we've
            done. What we're doing...

After a while,

                         HUSSELBECK
            It will always be dark here.

Husselbeck stands and walks away without another word. He
never even looked at his partner.

The bell dings as he leaves.

INT. CORONER - NIGHT

Swoosh - A white sheet is yanked off a corpse on a metal table.

A dark, grimly-lit autopsy lab. A series of ugly lime-green
drawers line the main wall, compartments for storing bodies.
Human popsicles.

                         DAVID
            This him?

JIMMY, an aging coroner in a lab coat, wheels a metal tray
stocked with instruments over to the corpse.

                         JIMMY
            Sure is.



                                                           23.


The body has been decimated. His ultra-pale skin has been
ripped to shreds, deep bite and claw marks, all of them
inches deep, cover his upper body. His intestines spill out
of a large gash onto the metal table. But his neck is the
most ravaged - from the ear to the shoulder is one large
wound, hacked off to the bone like he was in some terrible
accident. Dried blood covers him head to foot. It's Johnny
Murdock.

His face is still contorted into a scream.

David's face cringes from the smell. He has to take a step
back.

                         DAVID
            Jesus Christ...

                         JIMMY
            Warned ya.

Jimmy gestures at the body with a metal probe he has in his
hand, the excessive kind - with sharp points all over it.

                         JIMMY
            Death was mainly from the neck and...
            stomach wounds. Blood loss didn't
            help.

                         DAVID
            Blood loss?

                         JIMMY
            Not a drop left.

                         DAVID
            I can see why.

David stops, thinking for a moment.

Jimmy readies one of his tamer instruments.

                         JIMMY
            I'm glad you called. I was about to
            try and clean the poor bastard up.

                         DAVID
            When's the funeral?

                         JIMMY
            Hard to say - kid had no family.

David sees something, as Jimmy is busy tidying up his
instrument tray.



                                                           24.


David inches towards the body - the hideous, grotesque thing.
His face cringes again from the smell.

He reaches into the large wound, carefully, on Murdock's neck.

                         JIMMY
            Hey, what are ya--

David pulls something out, holding it carefully in his hand.

It's a clump of hair - animal - dark and nappy, soaked in gore.

                         JIMMY
            Well I'll be...

Jimmy takes the clump, and sets it on his tray, examining it.

                         DAVID
            Dogs?

                         JIMMY
            Not likely. Not in this weather.

Jimmy stands straight, pondering the find.

                         DAVID
            The dame thinks he was murdered by
            a man - not some animal.

Jimmy looks him right in the eyes.

                         JIMMY
            No man did this, Bannister.

The green fluorescent light flickers overhead, buzzing.

INT. BANNISTER'S OFFICE - DAY

Even at the height of day, the city still seems dark.

David sits already at his desk, leaned back, staring out the
window.

There's a soft knock on the glass of the door and Evy enters
without waiting for an answer. She looks and sees David.

                         EVY
            You here already, Bannister?

                         DAVID
            You've worked here eight years,
            angel. When are you gonna start
            callin' me David?



                                                           25.


                         EVY
            When you give me a reason to.

She waits a moment, leans against the door-frame.

                         EVY
            You here all night again?

                         DAVID
            I'll sleep when I'm dead.

                         EVY
            You keep it up it won't be long.

Evy sees something. David, still leaning back, is playing
with something in his hands.

It's an earring - the same one he found in Murdock's place.
Just twirling it, back and forth, catching the sun each time.

                         EVY
            She wants you to kill him.

                         DAVID
            I know.

                         EVY
            Are you?

David looks away from the window, towards Evy.

EXT. WIDE VIEW OF MAGNIFICENT MILE - MIDDAY

Beautiful Magnificent Mile. A centerpiece of Chicago. Smoke
and haze wrap the massive buildings lining each side of this
mile-long stretch of road. The streets and sidewalks are
full with pedestrians.

EXT. DOWNTOWN STREET - MIDDAY

David, in darkness, again. Under overhanging bridges and
decayed skyscrapers, leaving only a city of shadow, despite
the hour. This is invariably one of the worst parts of the
city - and that's saying something.

EXT. DOWNTOWN CHICAGO MARKET - MIDDAY

Under the bridges and shadows of the city, lies a bustling
marketplace for traders of all kinds.

David is caught in the middle. A swarm of people around him.
Rows and rows of trade tables on either side of him.

It's a thrift lover's wet dream.



                                                           26.


All it is is yelling and pointing, every person trying to
yell over the other thousand in earshot.

David struggles to navigate through the masses. He goes up
to random tables and points at something in his hand, or
compares it to something on the table. He does this several
times - always with disappointment.

He squeezes his way through another mess of folks, in their
suits and overcoats, and their big hats and nice dresses.

He sees something on the table out of the corner of his eye.
Frantically, as if it's going to disappear suddenly, he
rushes to it.

He compares the cheap earring in his hand to the one on the
table - it's a perfect match. The very same earring.

David tries to get the OLD WOMAN's attention.

                         OLD WOMAN
                   (to a man in a hat)
            Two dollars! No, two! Two! Two!

                         DAVID
            Excuse me?

The Old Woman can't even hear him.

                         WOMAN IN GRAY DRESS
            How much for this?

                         OLD WOMAN
                   (to woman in gray
                   dress)
            For you? Four dollars.

                         DAVID
                   (over crowd)
            Excuse me!

She doesn't look away from her current sale.

                         OLD WOMAN
                   (to David)
            What?!

                         DAVID
                   (over crowd)
            This earring--

The Old Woman holds up three fingers to a woman. She grabs a
handful of cash from another.



                                                           27.


                         DAVID
                   (over crowd)
            Who did you sell it to?!

She snatches it from the table right in front of him, and
hands it to a well-dressed woman.

                         OLD WOMAN
            Everybody!

She cackles. For whatever reason, everyone else seems to
join in as well.

David looks disappointed again, looking around frantically.

The Old Woman starts towards him. She gestures emphatically
in a single direction, pointing.

                         OLD WOMAN
            Auto!

                         DAVID
                   (over crowd)
            Auto what? What?

                         OLD WOMAN
            Auto! Auto!

She gets right in his face and points in the same direction.

                         DAVID
            I don't--

                         OLD WOMAN
            Auto!

David gives up and gets away as fast as he can.

                         DAVID
            Alright, sheesh.

He heads in the direction she was pointing.

EXT. THE UNDERGROUND - MIDDAY

David comes down from a flight of stairs, leading up forever,
and finds himself at the corner of a different part of
Chicago. All the housing projects that were begun when the
Depression hit stan the same way. Erect, but incomplete.
Metal skeletons.

Everywhere is rotten. Everything is falling apart.

If the Market was bad - this place is worse.



                                                           28.


The Underground.

Something is blocking out the sun. Hazy. Grungy. A hooker on
every corner - bad ones.

Even David looks surprised by its filthiness.

                         DAVID
            How far I've come...

EXT. THE AUTOMAT - MIDDAY

David walks up the small staircase to the quaint, but filthy,
little place in the hear of this darkness.

INT. THE AUTOMAT - CONTINUOUS

Ding-Ding.

Two rows of booths line the long walls on either side. At
the far end of the semi-restaurant lies a glass wall, sliced
into little sections with doors on the front, money operated
only. Behind each little door is an item of food - an apple,
a slice of cake, whatever.

The AUTOMAT EMPLOYEE can be seen behind the glass wall,
putting food into the little sections after removing the
empty plates.

David walks directly up to the wall, trying to get the
employee's attention. But it's difficult as he's moving
around behind the glass wall.

David finally stops and knocks on the glass. The man looks
up through one of the tiny doors.

                         AUTOMAT EMPLOYEE
                   (through glass)
            Yeah?

                         DAVID
            I need to know who wears these
            earrings.

David opens one of the doors and places the earring inside.
From the other side the Employee reaches in and examines it.

                         AUTOMAT EMPLOYEE
                   (through glass)
            What are you, shittin' me?! Every
            broad this side o' Tuesday wears
            these cheap things!



                                                           29.


He puts it back in the window. David tries to open it to
retrieve the earring, but it seems stuck.

                         DAVID
            What about a guy named John
            Murdock - You heard o' him?

                         AUTOMAT EMPLOYEE
                   (through glass)
            The kid?

                         DAVID
            Sure.

                         AUTOMAT EMPLOYEE
                   (through glass)
            Yeah, he's in here all the time
            with his dame - the blonde.

The door finally opens with a crack.

                         DAVID
            Blonde?!

David retrieves the earring and puts it in his pocket.

                         DAVID
            Her name. What's the dame's name?

                         AUTOMAT EMPLOYEE
                   (through glass)
            Couldn't tell ya.
                   (beat)
            But they was always in here readin'
            together. Smart kid. I think she
            worked at the bookstore.

                         BOOKSTORE EMPLOYEE(V.O.)
            Murdock?

INT. BOOKSTORE - NIGHT

Dark and seedy like everywhere else - but creepier somehow,
since it's a place for knowledge.

David stares from across the table at a young, female
BOOKSTORE EMPLOYEE.

                         BOOKSTORE EMPLOYEE
            Can't say that I know him, friend.

David leans in across the table, lowering his voice. He
smiles. Is he flirting?



                                                           30.


                         DAVID
            What can you say, angel?

She almost blushes. She leans in closer as well.

                         BOOKSTORE EMPLOYEE
            Well, I'm just not sure, I mean.

                         DAVID
            He always came in here with a dame.
            Real cute.

                         BOOKSTORE EMPLOYEE
            Alot of people come through these
            doors. Though they oughtn't be as
            handsome as you.

                         DAVID
            Why's that?

                         BOOKSTORE EMPLOYEE
            It's distracting.

                         DAVID
            Well, it's a shame I'm forced to
            tear you way from your work, kitten.
            But the girl - she was real smart.
            Maybe even worked here. Had a nice
            lock of blonde hair on her pretty
            head.

                         BOOKSTORE EMPLOYEE
            Danvers?

                         DAVID
            What was that?

                         BOOKSTORE EMPLOYEE
            Danvers - Phyllis Danvers. She did
            work here.

                         DAVID
            Do you know where I can get a hold
            of her?

                         BOOKSTORE EMPLOYEE
            Well... no. I mean, she was the
            best employee, but one day she
            just... stopped coming in. That was
            a few weeks ago. No one's talked to
            her since.
                         (MORE)



                                                           31.


                         BOOKSTORE EMPLOYEE (CONT'D)
                   (beat)
            Though, someone did mention
            something odd. The night watchmen,
            he said he saw Phyllis come in late
            one night, a-after we were closed.
            He said she took a bunch of dusty
            old books and ran off.

                         DAVID
            You're an angel. Do you have a
            picture I can have?

                         BOOKSTORE EMPLOYEE
            Hold on.

The cute girl turns and ducks around the corner, into another
room, for a minute.

POV - Through outside window -

Someone is watching through the glass outside as David stands,
awaiting the girl's return.

BACK TO SCENE

David turns around, feeling eyes on him.

There's no one watching him.

The girl returns just in time to give David a small wallet
of her.

ANGLE ON PHOTO

Cute dame, Danvers.

                         DAVID
            Thanks a million sweetheart. You
            got an address or telephone number
            I can reach her at?

INT. APARTMENT 706 - NIGHT

A door creaks open incredibly slowly. David just behind it -
he peers inside carefully.

Dusty old building. Lights flicker overhead, that buzzing
sound they make.

The place is utterly empty. The paint is a lighter color on
the walls where pictures were hung and furniture was placed.

Now only the cockroaches remain.



                                                           32.


Dead end.

INT. UNION STATION - DAY

Incredibly high ceilings. Faded and cracking blocks of
concrete make up the walls. Rounded arches. Beautiful, if it
wasn't starting to fall apart. The same darkness and fog has
found its way into this grand train station.

David boards a train.

INT. TRAIN CAR- DAY

David collapses into a seat in an utterly empty car, exhausted.

David takes off his hat and tosses it onto the seat beside
him. He sighs noticeably. The train jerks forward slightly
and scoots off, firing its horn several times.

David rests his hand on his face and looks out the window.
The crumbling buildings. The dusty, hazy streets of Chicago.
The hand of time gripping tight. David watches, lost in
thought, as the dark world races by outside.

He plays with a gold band on his left ring finger.

INT. BANNISTER'S OFFICE - NIGHT

The handle turns on the outer office door and David
practically stumbles in.

                         DAVID
            Phyllis Danvers... doesn't exist!

His words slur the slightest bit.

Evy stands up from her desk quickly. And moves over to David.

A FLABBILY FAT MAN, with bulbous pink cheeks and lips and
neck with a great soft egg of a belly that is all his torso,
and pendant cones for arms and legs, in a pinstripe suit,
stands in the doorway to David's Office.

                         DAVID
            Who the hell are you?

Evy puts her hand comfortingly on David's arm, half-trying
to restrain him. A warm touch.

                         EVY
            Bannister...

                         FAT MAN
            Back from the bar again, David?



                                                           33.


                         DAVID
            Excuse me?

                         FAT MAN
            I suppose the boy's apartment didn't
            yield many revealing clues, did it
            Mr. Bannister?

                         DAVID
            What did you just say, pal?

He pulls away from Evy and her too-troubled face.

                         FAT MAN
            Nor did the boy's body at the morgue
            I assume. Tell me, how's Jimmy doin'?

                         DAVID
            I asked you who the hell you were.
            Now you better answer me, before I
            squash your face.

                         FAT MAN
            I'm Ira McPherson.

David face registers only blankness.

                         FAT MAN
            Marion's husband.

David's jaw practically drops. He looks at Evy - who still
has that sad look on her face, like she's sorry.

                         DAVID
            Well... what can I do for you today?

                         IRA
            Don't patronize me, Mr. Bannister.
            I give her her money. I like to
            know where it goes.

David removes his outer coat and tosses it on the chair. He
leans against the desk.

                         DAVID
            And just where, do you think, it IS
            going?

                         IRA
            I know she hired you.

                         DAVID
            I can't say what she did - either way.



                                                           34.


                         IRA
            No need to play games Mr. Bannister.
            I'm quite aware of her affair with
            the boy. Now, you're going to tell
            me why she hired you.

                         DAVID
            No, sir, I'm not.

                         IRA
            Why?

                         DAVID
            Client confidentiality. Even if you
            don't respect your wife - I respect
            my clients.

Ira's not happy. His large frame hovers over David's tall
and lanky one.

                         IRA
            You'd better watch it, Bannister.

                         DAVID
            How can I watch it - with you
            eclipsing my view?

Ira turns and takes a few steps in the opposite direction. A
chuckle escapes from his mouth, his large body bouncing up
and down as he does.

                         IRA
            I can see you are a man who is not
            easily intimidated.

                         DAVID
            I don't know any better.

                         IRA
            Good.

David crosses his arms, curious.

                         IRA
            I want to know every move my wife
            makes.

                         DAVID
            Sounds to me like you already got a
            snitch.

                         IRA
            I've just increased my labor pool.



                                                           35.


David doesn't say anything.

                         IRA
            That petty allowance she gave you -
            I'll double it.

David is still stone silent.

                         IRA
            I'll write you a check in the
            morning. Good day.

Ira, opening the door,

                         IRA
            A word of warning Mr. Bannister. My
            wife certainly looks innocent - but
            if you think she had no hand in
            that boy's death, you're a fool and
            I'm tellin' you so.

He tips his hat to Evy without another word.

                         IRA
                   (to Evy)
            Madam.

Ira leaves.

David walks into his office and collapses into his chair.

                         EVY
            What was that about?

                         DAVID
            I think we just found out who bumped
            off Murdock.

David leans back in his recliner.

                         DAVID
            Listen close, angel. I want you to
            find out all you can about him. Here.

David digs into his pocket. He pulls out a business card and
hands it to Evy. SAM AND MILES BANK OF CHICAGO.

                         EVY
            My turn to play Detective?

                         DAVID
            The works.

She thinks for a moment.



                                                           36.


                         EVY
            What are you gonna do?

INT. DAVID'S APARTMENT - NIGHT - RAIN

The patter of rain on the window.

David stands in front of it, watching the rain through a
maze of light, careening in through the venetian blinds,
spilling trails of light all over him. He's in his wife-
beater again.

David lifts a hand-rolled cancer-stick to his lips. The smoke
dulls the edges of the entire place.

A soft knock at the door.

David turns to face it, but doesn't move towards it. He
hesitates.

The knock again.

This time, David heads for it. He puts down his glass of
Scotch on the table as he heads for the door.

David gets to the door and opens it.

                         MARION
            Hello.

David just looks at her.

                         MARION
            I never did get that drink.

                         DAVID
            Didn't you?

                         MARION
            No... I didn't.

David walks back inside quickly.

He grabs his glass of Scotch off the table and takes it
quickly to Marion.

He hands it to her outside the door. She takes it hesitantly.

                         MARION
            It's raining.

                         DAVID
            So it is. Peel off your coat and
            sit down.



                                                           37.


He walks off, letting her close the door herself.

He sits down in a chair in the corner, facing away from her.

                         MARION
            It's about time you said you're
            glad to see me.

David is silent.

                         DAVID
            I figured you wouldn't leave it
            like that.

                         MARION
            Like what?

                         DAVID
            Like you tattooing my face.

She stops.

                         MARION
            I'm sorry about that.

                         DAVID
            Don't be. I deserved it.

Marion sees all the new drawings laid out on the table.

                         MARION
            Have you slept?

                         DAVID
            Why did you come here?

She doesn't look at him.

                         MARION
            The rain it... it makes me sad.

The rain patters on the glass.

David stands up from the chair. He looks at her, from a few
feet away.

                         MARION
            David, I...

She turns.

                         MARION
            Maybe I oughtn't to have come.



                                                           38.


                         DAVID
            Maybe you oughtn't.

                         MARION
            Do you want me to go?

                         DAVID
            If you want to.

                         MARION
            Right now?

                         DAVID
            Sure, right now.

                         MARION
            I'll go.

She heads for the door and leaves.

David sighs. After a moment, he walks towards the window.

He stands against it. The reflection of the rain runs little
marathons down his face.

He twirls the gold band around his finger absently, as he
takes a puff from his cigarette.

He takes a long drag of his cigarette. The smoke fills the
room and drowns out the light.

                                            DISSOLVE TO:

EXT. MCPHERSON HOUSE - NIGHT - RAIN

David stands as the rain patters off his hat and coat outside
a large house. He looks at a wet slip of paper and looks
back up at the house once again.

David hears shouting. He looks up at one of the windows just
as the light in the room pops on.

Two silhouettes, a man and a woman, in the throes of an
argument.

                         MAN
                   (distant)
            Where were you?!

                         WOMAN
                   (distant)
            I told you already, I--

The shadow slaps the woman. She falls to the floor.



                                                           39.


The shadow of the man keeps shouting unintelligible words,
pointing down at her fallen body angrily.

David's seen enough. He turns and walks away, down the long
paved driveway.

The name on the mailbox reads: McPHERSON.

INT. BANNISTER'S OFFICE , OUTER OFFICE - MORNING

David enters and makes a beeline right for Evy's desk. He
leans against it like he owns it.

                         DAVID
            What'd you get on the boy?

                         EVY
            It's a little early, Bannister.

                         DAVID
                   (uncaring)
            I know, sweetheart. What'd you get?

                         EVY
            I went to the bank where he worked--

EXT. SAM AND MILES BANK OF CHICAGO - DAY

Evy walks in.

INT. SAM AND MILES BANK OF CHICAGO, RECEPTIONIST'S OFFICE- DAY

A gray-haired old bat sits at the desk in the luxurious bank
office.

                         EVY (V.O.)
            -And you won't believe what I found.

Evy looks closely at a picture hanging on the wall, one of
many.

It's a picture of Ira breaking ground with another man,
golden shovels and all.

A little to the left Johnny Murdock can be seen, as part of
the entourage.

INT. BANNISTER'S OFFICE, OUTER OFFICE - MORNING

                         DAVID
            So they worked together. Beautiful.



                                                           40.


                         EVY
            It gets better. The old bat at the
            desk told me they were breaking
            ground for the new subway project
            here in Chicago. Seems Ira gave
            quite a hefty donation to the little
            project.

                         DAVID
            And I'm sure he got even more in
            return.

                         EVY
            Bingo.

                         DAVID
            You're an angel.

David stands up and heads for his office door.

                         EVY
            Better be careful.

                         DAVID
            She's here?

She nods.

                         DAVID
            Beautiful.

INT. OFFICE OF DAVID BANNISTER - MORNING

Marion is sitting in the chair in front of his desk, facing
away from the door, clutching her purse again in her wringing
hands. She wears a black veil over her face, trying to keep
it hidden.

The door opens and David enters. She doesn't turn to face him.

David walks around his desk and sits calmly in his chair,
leans back, and removes one of his hand-rolled cigarettes
from his drawer. He strikes a match and lights it.

Marion still hasn't looked up.

                         DAVID
            You don't look well Miss McPherson.

                         MARION
            The rain again...

                         DAVID
            Uh huh.



                                                           41.


He takes a puff from his cancer-stick.

                         DAVID
            And was it the rain who bashed in
            your face like that?

She looks up.

                         MARION
            What are you talking about?

                         DAVID
            That's some yarn you've concocted -
            but it won't fool me! Johnny's been
            dead for weeks and you just now
            wear that veil?!

                         MARION
            I don't-- I don't understand.

He stands up angrily from his chair. In an instant he's
looming over her in front of his desk. She stands to run but
he grabs her by her arms, hard, and presses his lips forcibly
against hers, yanking the veil off as he does, revealing her
black eye and bruised cheek.

                         DAVID
            You ARE a liar.

                         MARION
            What?

He paces around the room.

                         DAVID
            I can keep going with this but I
            have to know the score. I have to
            know what's really going on!

He looks at her.

                         DAVID
            Why did you lie to me about your
            husband?

She stops. Thinks about what he knows.

                         MARION
            He would have only complicated
            matters.

                         DAVID
            You didn't want him to know! I go
            snooping around and he finds out
            about you and loverboy!



                                                           42.


                         MARION
            We both betrayed our better halves -
            he with his wife, me with Ira.

                         DAVID
            Funny that I can't seem to find
            Miss Danvers anywhere in town all
            of a sudden.

                         MARION
            Phyllis wasn't his wife.

                         DAVID
            He sounds like a stand up guy.

                         MARION
            I always knew there were other women,
            but I didn't care. I loved him,
            loved him more than I could ever
            love my husband.

David stands, angry once again.

                         DAVID
            Lying to me now isn't going to help
            either of us! Why weren't you
            straight with me?!

                         MARION
            Protection.

                         DAVID
            From what?

She looks at him angrily, with tears running down her black
and blue cheeks. That venom again.

                         MARION
            You have to understand Mr. Bannister,
            my husband... is a distant man.

                         DAVID
            It comes out, doesn't it?

                         MARION
            My husband, he's like a stranger.
            He's a banker - Johnny's boss.
            That's how I met him. My husband is
            always busy. Days go by without us
            even speaking to each other. He
            pays the bills and only gives me
            enough to live on. That big house
            is always so empty, so I-



                                                           43.


                         DAVID
            So you were just bored, is that it?

                         MARION
            I had to get away from him!

David goes to his desk and pours himself a drink from the
liquor bottle in the drawer. He downs it quickly.

                         DAVID
            You know what I think? I think there
            was a clause in your marriage
            certificate. A certain one about
            adultery. Stop me if I'm wrong.

                         MARION
            You're not wrong.

                         DAVID
            You lied to me to protect your
            inheritance.

                         MARION
            Please quit treating me like I'm
            some kind of monster! I'm just like
            any woman, I have my needs too!
            Johnny understood...

Tears are streaming down her face.

                         DAVID
            Now, now. No need to get upset.
                   (beat)
            Ira knew about Johnny.

                         MARION
            How do you know that?

                         DAVID
            He told me so himself.

She steps back.

                         MARION
            You used me!

                         DAVID
            No more than you used me.

It dawns on her. She looks up at David with those big, tear-
filled eyes.

                         MARION
            Wait, you don't think that my
            husband...?



                                                           44.


                         DAVID
            He hit you easily enough.

                         MARION
            No, no. My husband is harmless.

                         DAVID
            So are cigarettes.

He stuffs his out in the ash tray.

                         DAVID
            Ira was in to something. Something
            big. And I think Johnny found out
            about it. That's why he was bumped
            off. His relationship with you was
            the icing on the cake.

                         MARION
            He's a coward. He wouldn't be
            capable of that.

                         DAVID
            Any man can become a monster given
            the right circumstances. Especially
            one so beautiful as you.

EXT. MCPHERSON HOUSE - NIGHT - FOG

A taxi pulls alongside the large house of the McPhersons,which
is encompassed in fog, and stops. David and Marion get out
of the car. The fog is so thick the cab vanishes in an
instant as it drives away.

David waits. Marion hesitantly takes the lead and walks
closer to the house through the fog.

In the dark alley beside the house something stirs.

David hears it and grabs Marion's arm, halting her.

                         DAVID
                   (whisper)
            Where does that lead?

He motions with his head for the alley.

                         MARION
            The back entrance.

Another hushed noise sends a shiver up Marion's spine. She
looks fearfully at the darkness of the alley.



                                                           45.


                         DAVID
                   (whisper)
            Does your husband know what time
            you're coming home?

                         MARION
            I didn't tell him I left.

                         DAVID
                   (whisper)
            He's waiting for us.

David pulls away from her and heads in the direction of the
alley.

                         DAVID
                   (whisper)
            Wait here.

Marion grabs his arm and stops him. He looks at her.

She shakes her head 'no' with tears in her eyes, utterly
afraid but David pulls away.

EXT. ALLEY BESIDE MCPHERSON HOUSE - NIGHT - FOG

Shadows caress every angle of the alley. Utter darkness.

David approaches incredibly slowly. He looks behind him - A
very nervous Marion hasn't moved a muscle.

David squints his eyes to see into the darkness but it's
hopeless. He digs in his coat pocket and exudes his lighter.
He flicks it on.

The tiny light from the lighter sends only glimmers of
illumination into the utter blackness of the alley.

He continues to walk closer.

A noise grows louder with each step. Breathing. Wet breathing.

He extends his hand higher, trying to see where the noise is
coming from.

As David inches closer the intensity of the tiny light grows,
clarifying the darkness ahead of him.

David takes one more step.

The light from the lighter crawls up a figure in the alley.

Feet dangle lifelessly, skimming the wet ground of the alley,
as if someone were holding them up. A pool of blood gathers
still beneath them.



                                                           46.


The light moves higher.

A bloody, mangled corpse of a large man hangs limply in the
air, supported by two large arms, facing David's light. Blood
covers every inch of the fat man, flowing freely still down
his clothes. The man's blank eyes stare back.

Higher.

The small light crawls higher, following the massive arms,
until it finds the head of an inhuman creature - neither man
nor wolf, but somewhere in between - looming over the
bloodied man, with its head buried deep into his neck.

The dim light catches its unholy eyes - slitted and yellow.
It looks up, revealing not a man but a monster, with blood
flowing freely from within his mouth.

It opens its huge, gaping mouth - revealing enormous, blood-
soaked fangs, and howls an unnatural hiss at David.

In an instant the corpse falls limply to the ground and the
figure is gone - disappearing into the darkness.

Behind David, Marion screams.

She runs into the alley, clutching the bloody corpse in her
arms furiously, as David stands motionless, utterly in shock.

She screams,

                         MARION
            It's my husband! It's my husband!

David can only stare.

INT. BANNISTER'S OFFICE - NIGHT

David sits at his desk, disheveled. With shaking hands he
pours himself a drink from the now half-empty bottle of liquor.

Beams of light stream in through the venetians, casting thin
shadows over everything.

Three cops stand in the room with David - Husselbeck, his
partner - Marshall, and another, much younger, brasser,
copper JACK BUMSTEAD.

                         HUSSELBECK
            Give it to me again, David.

                         DAVID
            I've told you everything already,
            Clarence. Your ears sealed shut or
            what?



                                                           47.


Husselbeck shares a knowing look with his right-hand man
Philip. Jack lurks in a dark corner.

                         HUSSELBECK
            You better watch it, David.
                   (calms himself)
            It's just that we've been here for
            an hour already and we're no closer
            to understanding your story.

He takes a step forward and sits in the chair in front of
David and his desk, leaning across it.

                         HUSSELBECK
            What kind of gun do you carry?

                         DAVID
            Whatever's handy.

                         HUSSELBECK
            Do you ever take it out with you?

                         DAVID
            Only if I'm gonna use it.
                   (suddenly angry)
            What is this?! I don't like it!
            I've told you everything you wanted
            to know! Now what are you birds
            still squawking around here for?!
            Get to the point or get out!

                         HUSSELBECK
                   (calmly)
            Why did you visit Ira today?

                         DAVID
            I was tying up a loose end.

                         HUSSELBECK
            Was he a suspect?

                         DAVID
            I can't tell you that.

                         MARSHALL
            Why not?

                         DAVID
            Because I have a client to protect.

                         HUSSELBECK
            We know she's your client. Why don't
            you just tell us?



                                                           48.


                         DAVID
            You don't know what you know. And
            you're here questioning me to figure
            it out.

                         MARSHALL
            Now come on, David. How are we
            supposed to turn up anything on
            McPherson's killer if you don't
            tell us what you got?

Bumstead, looming in a dark corner of the room,

                         BUMSTEAD
            Pack him up and haul him to the
            station right now, I say.

                         DAVID
            What's your boyfriend getting at,
            Clarence?

                         HUSSELBECK
            We talked to the girl at the desk.
            She told us McPherson strolled into
            your office long after Murdock was
            killed.

                         DAVID
            Your point being?

                         HUSSELBECK
            Then you and her find another body
            in exactly the same shape as Murdock
            just as you HAPPEN to show up at
            his house without a shred of proof
            or probable cause.
                   (beat)
            Both of the victims, David, just
            HAPPEN to be involved with that girl.

Clarence stands up. Philip and Jack inch closer to David.

Husselbeck puts his hand on David's shoulder.

                         HUSSELBECK
            She's a good looking dame, isn't
            she, David?

                         DAVID
            Get your paws off me!

David storms to his feet, throwing the hand off his shoulder.
He makes space for himself, walking to the other side of the
room.



                                                           49.


                         MARSHALL
            It's just a little convenient,
            that's all, David. You used to be
            in our shoes, you know how it is.

                         DAVID
                   (callous)
            Yeah, I know how it is. And now I
            know where I stand too. Finding
            that corpse in that alley shook me
            up and you boys come in here trying
            to rope me and crying foxy but it's
            alright now, now that I know you're
            just 'doing your job.'
                   (beat)
            Ira dead?

                         HUSSELBECK
            Yeah, he's dead.

                         DAVID
            How'd I kill him? I forget.

                         MARSHALL
                   (monotone)
            His neck was slashed and he bled to
            death in that alley.

David looks unsettled for a moment.

                         DAVID
            What's his game? Why'd somebody
            want him dead?

                         HUSSELBECK
            We were hoping you'd tell us.

                         DAVID
            How should I know who'd wanna bump
            off Santa Claus?

                         HUSSELBECK
            The girl told us you two had an
            argument - you and the fat man.
            Just a few days ago.

                         DAVID
            You really gonna send me to the gas
            chamber because me and a potential
            client got into a tussle over a
            conflict of interest?

David goes back to his desk and collapses into his chair.
David pours himself another drink from the bottle. He downs it.



                                                           50.


Husselbeck shares another glance with Philip.

                         HUSSELBECK
            We're gonna go, David. Get some
            goddamned sleep.

They all leave without saying another word.

INT. BANNISTER'S OFFICE, OUTER OFFICE - CONTINUOUS

Follow Clarence and Philip out, as Evy goes inside David's
office.

                         MARSHALL
            The alley...

                         HUSSELBECK
            I know, Phil. I know...

INT. BANNISTER'S OFFICE - NIGHT

After a moment, Evy enters, looking worried.

She rushes quietly to David's desk and sits on it, looking
down at him.

David tries to pour himself another drink, but his hand
shakes terribly and he gives up, slamming the bottle down
hard on the desk.

Evy, a touch of affection, and worry, in those glimmering
eyes, pours a drink for him. He takes it and downs it without
saying a word.

                         EVY
                   (fearful)
            I've never seen you like this,
            Bannister.

                         DAVID
            I've never been like this, angel.

He looks up at her. He looks terrible - his greasy hair is
strewn about, he's as pale as a ghost.

                         EVY
            This isn't your first time around
            the block, David. I know you've
            seen bodies before.
                   (beat)
            What happened?

He looks down, feeling vulnerable in confiding with her.
After a long time, in a shaky voice full of fear like we've
never heard from him before,



                                                           51.


                         DAVID
            He was like a monster, Evelyn. He
            butchered that man.
                   (beat)
            I saw his eyes and...

                         EVY
            What? What did you see?

                         DAVID
            Darkness...

He can't help but bury his face in his hands.

Evy thinks for a moment, worried further. After a long time,

                         EVY
            Everyone has their own demons, ones
            they try to bottle up forever. Even
            you.

He looks up at her, tears almost forming in his eyes.

                         EVY
            We all have to face our demons
            sometime. That man just... lost
            control of his. He let them consume
            him.

David lowers his head. He knows it's much worse than that.
She looks worried.

                         EVY
            Will you call me if you need anything?

He doesn't move or answer.

She gets up from the desk and opens the door to leave. She
looks back, a concerned look on her face, one last time
before she leaves.

After she's gone David grabs his drink and gets up. He walks
around the office for a bit before he goes over and stares
out the window, onto the dark, beautiful, smoke-filled city.

In the alley across the street David sees a shadow moving.
Jack Bumstead peeks his head out from behind a wall of
darkness, staking out David's place. Slow, he slithers back
into darkness, trying not to be noticed.

David doesn't say anything. He just lifts the glass to his
lips once more.

                                            DISSOLVE TO:



                                                           52.


INT. BANNISTER'S OFFICE - LATER THAT NIGHT

The handle on the door suddenly makes that turning sound and
it opens. Marion enters, a little disheveled herself, but
certainly more together-looking than David.

                         DAVID
            What are you doing here? I told you
            to go home.

                         MARION
            The police are at the house. They
            put me up in a new apartment.

                         DAVID
            You should have stayed there.

                         MARION
            I didn't feel safe there.

                         DAVID
            Well where you are, I don't feel
            safe! Get out!

He takes a drink but the glass is empty.

                         MARION
                   (calm)
            There's no turning back from this
            now, David.

                         DAVID
            What are you talking about? What
            the fuck is going on?! Clarence was
            right - everyone you're involved
            with turns up dead!
                   (beat)
            Ira!... He was... I mean, Jesus
            Christ...

He peels away from the window, suddenly sullen.

                         DAVID
            Please, just leave me be, Marion.

After a moment,

                         MARION
            I don't know why they're dead, David.

She starts to break down, the anger has brought on tears.
She tries to stifle them back.



                                                           53.


                         MARION
            Ira was my husband. There was a
            time when he meant everything to me.
            And Johnny... Johnny, he was... I
            mean, I...

                         DAVID
            Yeah, you seem real broke up about it.

                         MARION
            Stop patronizing me, you son of a
            bitch!

This assertiveness takes David back.

                         MARION
            You have no idea what those men
            meant to me!

                         DAVID
                   (pouring another drink)
            Are you finished?

She stops for a moment, tries to collect herself but can't.

David downs a drink.

                         MARION
            How can you do that? How can you
            sit there and act like nothing's
            happened? We have to talk about this.

                         DAVID
            Nothing to talk about. Ira's dead.

                         MARION
            We both know there was something in
            that alley.

                         DAVID
            The only thing I saw was Ira's
            corpse! And that's the way it's
            gonna stay!

                         MARION
            You saw the same thing I did!

                         DAVID
            I don't know what I saw! And you'll
            keep your damn mouth shut unless
            you wanna end up in the looney bin!

David pours another drink and downs it quickly. The bottle
is near empty. After a long time,



                                                           54.


                         MARION
            I think you've had enough, David.

A long silence.

                         DAVID
            Please, just leave me be.

She resigns herself to what he asks. She stands up and leaves,
without saying another word.

David pours himself one last drink - but the bottle's empty.

Like any good alcoholic, he has another, full, bottle in the
drawer. He opens it and begins again.

                                            FADE OUT

EXT. DAVID'S BUILDING - LATER THAT NIGHT - OVERHEAD
ESTABLISHING SHOT

An overhead view of David's shoddy apartment building.

INT. DAVID'S APARTMENT - NIGHT

David walks in, worse off than before - tie loosened, coat
in his hand, collapses into his favorite chair. He tosses
his hat and gun onto the coffee table in front of him with
all the pictures.

The table fan spins.

He gets up on slightly shaky legs and looks out the window
to his right, at the night.

Beams of light stream in through the blinds. Shadows caress
his face, hiding his emotions under a veil of darkness.

He looks out through the window, expecting Jack Bumstead to
be lurking there too.

                         DAVID
            Must be past his bedtime.

Empty.

David plops back into his chair and stares out the window,
his back to the door.

Strangely, the big window to the right, in which the
reflection of his entire apartment is cast, shows the door
slowly begin to open - all on its own.



                                                           55.


A man silently, slowly, enters - but his reflection is never
cast in the window.

FRANK NAPIER, 30's, tough-looking in a blue-collar kind of
way, in a black trenchcoat, with a sly, almost arrogant,
swagger to him, slowly closes the door, as David still stares
the opposite direction, entirely unaware.

The door closes - the lock clicks into place loudly.

David jumps and spins around, startled. He sees Frank,
standing there, staring.

                         DAVID
            Sorry buddy. You spooked me. I
            didn't hear you come in.
                   (stern)
            Beat it. Come back when there's not
            three of you.

                         FRANK
            The mat beneath the door bids me,
            "Welcome."

                         DAVID
            You ARE welcome. Now get out. I
            don't take customers this late.
            Especially at my home.

                         FRANK
            Who said I was a customer?

                         DAVID
                   (confused)
            I don't believe we've met.

                         FRANK
            I believe we have.

                         DAVID
            No. No, I would remember a joker
            like you.

                         FRANK
            Consider me less as a client and
            more as a point of interest in your
            current case.

David looks confused. He stares into the man's face.

His retinas glow with a red fury, as if lit by a fire.

David leaps to his feet and snatches his gun from the holster
on the rack.



                                                           56.


He aims it, waist-level, at Frank. A smile grows across
Frank's lips.

                         DAVID
            It was you in the alley.

                         FRANK
            My name is Frank Napier.

David doesn't move.

                         FRANK
                   (stone-faced)
            I'm only here to talk, David.

                         DAVID
            All the same, I'd like to keep my
            gun drawn anyway, if you don't mind.

Frank neither moves or says anything, he just stands there,
staring at David, with that intimidating look on his face.

                         DAVID
            What are you doin' here? What do ya
            want?

David walks around the desk to get a little closer, but still
out of arms length of Frank.

                         FRANK
            The case, David - leave it.

                         DAVID
            Oh yeah? And why should I listen to
            a butcher like you?

                         FRANK
            You will if you don't want to share
            Murdock's grave.

                         DAVID
            That boy was a cheatin' dirtbag but
            he didn't deserve that.

                         FRANK
            I've done worse.

                         DAVID
            And Ira? Why'd you kill him?

He smiles.

                         FRANK
            I was hungry.



                                                           57.


Frank looks down at the gun pointed at his waist. His smile
drops quickly.

                         FRANK
            I'm getting sick of that gun being
            pointed at me, Bannister.

                         DAVID
            Then take it. I'm not so easily
            handled as a hot-headed kid and
            some fat old-timer.

Without a word, Frank moves to snatch the gun away.

Without hesitation David shoots him in the stomach three
times, in rapid succession. POP, POP, POP.

Smoke fills the room, as Frank's cold body lies still on the
floor.

                         DAVID
            As big and bad as you claim to be,
            you're still no match for a pistol.

David turns his back on the lump of flesh resting on his
carpet and lights a cigar. The smoke quickly stockpiles in
the small room.

Suddenly, Frank RISES to his feet, straight as a board, as
if on an axis.

David looks into the window's reflection as he blows smoke
out of his mouth once more. The smoke wraps around an object
unseen in the reflection.

David spins around and just as he does Frank grabs him by
the throat. He lifts David entirely off his feet. Frank then
grabs David's wrist and squeezes it mercilessly until David
is forced to drop the gun in his hand.

David tries to scream, but Frank just squeezes harder and
traps it inside David's throat.

Frank speaks to him, calm as ever, but with an underlying
sinisterness.

                         FRANK
            Now, we wouldn't want to draw
            attention to ourselves, would we,
            David?

He lifts David higher.



                                                           58.


                         FRANK
            Then I'd have to kill you too.

Frank turns his hips and hurls David by the throat halfway
across the room. David lands hard on his coffee table,
shattering it into splinters, spilling the pages all over
the floor.

                         FRANK
            Just like Ira.

Frank stalks towards David, who is still struggling to get
to his feet.

By the time David gets to his knees Frank is already there,
looming over him powerfully.

He grabs David by his throat again and lifts the man up
effortlessly.

                         FRANK
            I didn't come here to kill you, David.

David gasps for air. His head is bleeding from the fall.

                         FRANK
            That doesn't mean I won't!

Frank throttles David against the wall, still clutching him
by the throat. The wall behind David cracks the slightest
bit, as he gasps for air. Frank squeezes his throat even
tighter.

                         FRANK
            You have no idea the trouble you've
            caused me, Bannister.

David kicks at the wall in a frantic struggle. Frank just
pushes him against the wall harder, the cracks grow deeper.

                         FRANK
            Helping the girl. Hiding her.

Frank squeezes. Blood pops from a vein in David's neck.

                         FRANK
            I should kill you for that, boy.

Frank inches in slowly to David's ear. He whispers into it
as David continues to gasp for breath.

                         FRANK
                   (whisper)
            But I'm not the one you should fear.



                                                           59.


David fingers at his desk blindly, frantically, with a free
hand, as Frank just stares him in the eyes, completely
indifferent to his pain or struggles. Somehow, David's
fingers find a pair of metal scissors.

David quickly raises them and strikes down with furious
desperation - right through Frank's hand that is holding him
so painfully against the wall.

Frank doesn't even flinch.

He just smiles and clamps down on David's neck harder.
Muscles are popping. Veins protruding terribly. The pain is
horrendous.

                         FRANK
            Leave the case, Bannister. Or I
            kill you.

David, gasping for air, fingers his desk again, frantically,
desperately, searching for something, anything. His hand
rolls over a wooden pencil and he latches onto it.

He brings it up and drives it home - right through the side
of Frank's neck, almost up to the eraser.

Instantly Frank relinquishes his vice on David's throat.

Frank spins in circles, as if above the floor, clutching his
neck and the smoking wound from the pencil, bellowing a deep
howl of pain.

David collapses to the floor, gasping for air.

He catches his breath just in time to see Frank slowly,
painfully, remove the wooden pencil from his neck, with long
fingers and very pointed nails.

He turns around slowly, revealing his new face - his eyes
glow red like the embers of a fire from deep within, fangs
hang down past his lower lip, his features are contorted and
twisted into something not quite human - a deep scowl of
pain and anger liable to make even a man such as David quiver.

In a voice unlike any normal human being's, deeper somehow,
more sinister,

                         FRANK
            Tell Marion... I look forward to
            seeing her.

Instantly Frank flies at David, unnaturally fast, as if he
flew upright on a rocket across the room, and lets David
have his right-cross right in the jaw. David crashes into
the wall, out cold.



                                                           60.


EXT. DAVID'S BUILDING - NIGHT - FOG

The world of Chicago is as dark and hazy as ever. Buildings
blur into obscurity. The night overwhelms all.

Frank exits the apartment building, utterly carefree and
back to normal. His heavy trenchcoat billows in a strong
night wind. He walks across the street, snapping his jacket
collar up as he does.

A passing car blows by in the wet paved street. The
headlights throw the shadows in and out as it passes quickly
by.

In an instant, as a shadow passes over him, Frank disappears.

                                            DISSOLVE TO:

INT. HOMICIDE DIVISION - DARK OFFICE - NIGHT

Husselbeck, in a glass office, with only streams of light
pouring past the venetians to break the darkness, mulls over

all sorts of documents and photos.

                         HUSSELBECK (V.O.)
            We have to put a man on him.

                         MARSHALL (V.O.)
            Already done.

INSERT: A photo of Ira, in the alley, Crime Scene Photography
at its most cliche. Except... Ira's head is nearly detached
from his body.

                         HUSSELBECK (V.O.)
            What's the matter?

                         MARSHALL (V.O.)
            It's just... his throat was ripped
            out.

                         HUSSELBECK (V.O.)
            And?

INSERT: A pool of blood.

                         MARSHALL (V.O.)
                   (scared)
            We couldn't find it...

                         HUSSELBECK (V.O.)
            The thing about this job you have
            to realize is... human beings are
            capable of great and terrible things.
            I've seen David Bannister do both.



                                                           61.


INSERT: Indiscernible teeth marks. On BONE.

                         MARSHALL (V.O.)
            He's not a man...

Husselbeck stops. And so do the voices.

Beat. Light passes through the haze,

Clarence snaps. He flips the desk over in a fit of screaming
rage. His old friend a killer?

The haze begins to settle.

EXT. HOMICIDE DIVISION - BALCONY - NIGHT

Husselbeck walks up to the edge of the balcony and grasps
the railing.

The dark city below, bustling with its night activity. How
can so many people love the darkness?

He just stares at it. It never stops.

                                            DISSOLVE TO:

INT. DAVID'S APARTMENT - MORNING

The morning hasn't halted the dark haze of the city, blocking
out all but very little morning sunshine.

David, still in the exact position as before, slowly stirs
awake.

Eventually he gets to his feet and groggily goes over to the
mirror and sink in a narrow corner of the bathroom. Blood
stains his shirt.

David, seemingly out of habit, tries to run the pain out of
his face and jaw. He throws water on his face. And spits out
blood each time he brings some to his lips.

He looks up quickly, directly into the mirror. The water
drips off his face.

INT. MARION'S NEW APARTMENT - DAY

Marion's new apartment. The room is rather small, considering,
and not well furnished.

A pounding on the door. Marion, not dressed nearly as
glamorously as before, glides to the door and opens it.



                                                           62.


David practically storms in, hungover and battered, without
waiting for her to usher him in.

                         MARION
            David... My God! What are you doing
            here?

                         DAVID
            He knew you.

Moving to the couch, almost too calmly,

                         MARION
            What? What are you talking about?

                         DAVID
                   (angry, but not
                   shouting)
            He knew you by name, Marion! Two
            men you were in love with are dead
            and the psychopath nearly just
            killed me too!

                         MARION
            He tried to what-?

                         DAVID
            Just tell me! There's no use running
            in circles now! Every lie you waste
            puts us one step closer to the
            gallows!

                         MARION
            David, you need to calm down, you're
            drun--

                         DAVID
            Shut your mouth. You've known more
            about this thing than me from the
            start! And now it's coming after
            you next!

                         MARION
            David--

He smacks her and she falls onto the couch.

                         DAVID
            Shut up! It's not even human, Marion!
            I can't stop this thing-- I can't
            protect you if you don't tell me
            what the fuck is going on!

She holds her face where he hit her.



                                                           63.


                         MARION
            ...I told you I always knew Johnny
            had a wife. I lied.

David starts to calm down. He sits on the couch next to her.

                         MARION
            When I found out I... I guess I
            went a little mad.

                         DAVID
            So you killed him?

                         MARION
            I wasn't finished. You remember the
            stories in the papers about all of
            those prostitute murders?

                         DAVID
            Sure. Bunch o' hookers got dead.
            Nobody's loss. Except maybe a few
            lonely men.

                         MARION
            I had read about what happened.

                         DAVID
            So you sent Murdock in there,
            knowing what would happen if you did.

                         MARION
            I told him to drop off his wife and
            I would meet him right after. Oh,
            David! I don't know why I did it! I
            was just so angry to think he was
            with another woman.

                         DAVID
            This coming from a girl who two-
            timed her husband and was only
            worried about her inheritance.

                         MARION
            No one's perfect, Bannister.

                         DAVID
            Perfect? Sweetie, you're about as
            perfect as they come.

                         MARION
            It was the same as hiring somebody
            to do it. Except... I didn't have
            to pay him... His payment was blood...



                                                           64.


She buries her face in him.

                         MARION
            David, I'm not proud of any of this.

He pushes her away coldly.

                         DAVID
            Why not? The mob could use a girl
            like you.

                         MARION
            It's just... you have to understand.
            Seeing him with that woman. It was
            the most painful moment of my life.

                         DAVID
            And you just decided to pay him
            back.
                   (beat)
            And your husband? You send that
            thing to kill him too?

He looks at her.

                         DAVID
            No, you wouldn't do that, would you?
            That big house and all that money,
            it wouldn't go to you if he was
            dead, would it? Cuz he wrote you
            out of the will. You wouldn't kill
            him.

                         MARION
            That's right, David.

                         DAVID
            And when Johnny-boy died you could
            put on your best acting audition
            and act indifferent to it all, and
            then maybe you could convince Ira
            he never meant anything to you and
            he might write you back into the
            money.

                         MARION
            David, please, I can't listen to
            this anymore.

                         DAVID
            He killed Ira to get at you,
            precious. He's coming after you,
            and until we know why you can't
            stay here. Or with me.



                                                           65.


INT.  EVY'S APARTMENT - DAY

It's getting late already.

Evy answers a knock at the door. David and Marion stand,
covered in rain.

                         EVY
            Bannister...

                         DAVID
            She's got nowhere else to go.
            Nowhere else to go.

Evelyn stands in the doorway, in disbelief. Finally, she
moves the slightest bit to let them enter.

INT. EVY'S APARTMENT - LATER

Everyone's calmed down. David is on the couch. Evy brings
him a cup of hot tea.

                         EVY
            I put her in my room. Gave her some
            of my clothes.

David doesn't say anything, he just stares into the tea.

He looks at her.

                         DAVID
            It's bad, angel.

                         EVY
            She can stay as long as you need.

                         DAVID
            I'm gonna need your help with this
            one.

                         EVY
            What do you need me to do?

                         DAVID
            I don't know yet.

Beat.

                         EVY
            She's hiding something.

                         DAVID
            That's why I need you to watch her.



                                                           66.


David gets up to leave.

                         EVY
            You're not going to tell her goodbye?

                         DAVID
            No point, angel.

He opens the door and leaves. Evy stands there, in silent
wonderment.

EXT. STREET - LATE AFTERNOON

The sun is fading, the steady darkness of the city is growing
darker. Smoke and rain fill the city just as bad as ever.

David walks down the sidewalk, he buttons his coat tight and
snaps his collar up around his neck for warmth.

As the rain patters onto his coat and hat, drenching him
amidst the fog, he looks behind him, almost instinctively.

There, several feet behind him, trying to remain inconspicuous
among other street-walkers, David sees him - Jack Bumstead,
his tail. He hangs his head low, beneath his hat, with his
hands in his dark coat pockets, as if he's trying to hide in
his own skin.

David eyes him and nearly rolls his eyes. He looks forward
again quickly, trying not to let on the fact he knows he's
being followed.

                         DAVID
                   (to himself)
            Not now, kid.

David stops. In just a moment Jack is unexpectedly a step
behind David.

David spins around and clocks him right in the jaw. The kid
tumbles to the the ground. David turns, flinging his coat as
he does, and keeps walking as if nothing happened.

INT. HARRY'S WAGON - NIGHT

Downtown Diner in the shape of a trolley car. Seedy. David
sits in a back booth, window seat, staring into a cup of
coffee. Lost in it.

The door dings. An out-of-shape beat cop in plain clothes
enters. Meet JOE - snitch.

He looks around nervously before sliding into the seat in
front of David.



                                                           67.


                         JOE
            If anybody sees me with you...

                         DAVID
            Don't worry--

David slides his hand across the table, palm down.

Joe snatches a wad of bills when David removes it.

                         DAVID
            --No one will see.

He gets to the point.

                         DAVID
            I need to locate someone.

                         JOE
            I got that 'fore I walked in,
            Bannister. You pay the bill and I
            can find Satan himself.

                         DAVID
            His name is Frank Napier.

Joe's confident, even cocky demeanor suddenly drops - just
like his face.

                         JOE
            What?

                         DAVID
            I said his name--

                         JOE
            I know what ya said. You got the
            wrong guy...

He motions to get up but David grabs him by the arm, hard,
to stop him.

                         DAVID
            Hold it, buddy. Now where do ya
            think you're goin'?

                         JOE
            I said ya got the wrong guy!



                                                           68.


                         DAVID
            Now listen here, Snitchy. I already
            gave ya my money but I got more
            than that - I got your secret. Now
            if you want me to spill your beans
            all over the neighborhood that's
            fine. I'm just out a hundred bucks.
            But you... well, those crooks'll
            probably hang you for doublecrossin'.
            Now, whaddya say you calm down and
            have a nice chat over a nice cup o'
            joe, Joe?

He sits back down.

                         DAVID
            Now what's his game? What's he into?
            Drugs? Mob? Why are you so afraid?

                         JOE
            Napier's untouchable.
                   (beat)
            If you value your life... stay away.

Joe stands up, this time, without any interference.

He throws David's money back at him and leaves.

After the bell has sounded,

                         DAVID
            You obviously don't know me very well.

INT. DAVID'S APARTMENT DOOR - LATER THAT NIGHT

David stomps up the creaky steps in the smoky stairwell. He
sees the WELCOME mat, dingy, dirty, lying in front of his door.

He picks it up and tosses it over the railing.

INT. DAVID'S APARTMENT - CONTINUOUS

The door creaks open. David tosses his soaking wet coat on
the hook carelessly.

He stops suddenly.

He turns around and bolts the door.

THE LIVING ROOM

He walks in and tosses his keys on the table.

But there isn't one anymore. A dull thud.



                                                           69.


David stops.

EXT. ALLEY OUTSIDE DAVID'S BUILDING - NIGHT

David walks up to the dumpster with two armfulls of wood
that was once his coffee table. He tosses them in.

The rain hasn't stopped. It never does.

Steam spews from a manhole cover.

David's eyes focus. Something move?

The fog and steam only grow thicker. The darkness grows.

The door closes behind David.

INT. DAVID'S APARTMENT - LATER

David is quietly running his head under the dingy kitchen sink.

He grabs a towel and dries his balding head the slightest
bit before reaching into the icebox for a bottle of scotch
and a glass.

He pours himself a glass.

THE LIVING ROOM

He collapses onto the couch.

A slight whistle. David looks for the culprit.

He sees the window open.

He puts his glass down on the floor and walks over to it. He
shuts it, hard.

He looks down. He almost died here.

He bends down and wipes his palm across the floor.

It's clean.

                         DAVID
            He didn't bleed...

He collapses onto the couch again.

David takes a drink.

The papers on the floor catch his eye. He picks up a handful
of them.



                                                           70.


Innocently, he rifles through them.

He stops suddenly.

This one, the one in his hand, the resemblance is uncanny.
The red eyes... David sees it.

                         DAVID
            Jesus Christ...

He leans back and downs his glass. He closes his eyes.

Quickly, he's out.

The fan, it just keeps spinning.

INT. HOMICIDE  DIVISION - NIGHT

Husselbeck at his desk in the foggy, seedy station. This is
a recurring theme for him. His head is buried in his hands.

He looks down. Photos - corpses, mangled, bloody - McPherson,
Murdock.

Their heads are hanging only by threads.

Husselbeck takes a drink out of his liquor bottle sitting
next to him.

INT. HOMICIDE DIVISION - HALLWAY - NIGHT

Marshall, smoking in the hall.

                         MARSHALL
            Ya heard anything yet?

                         HUSSELBECK
            Jack's at the Doc's. Got clubbed.

                         MARSHALL
            Damn it.

                         HUSSELBECK
            Kid's fine. He was stupid. Tailin'
            too close.

                         MARSHALL
            What now?

                         HUSSELBECK
            I don't know.

Marshall looks at the liquor bottle.



                                                           71.


                         MARSHALL
            Clarence... I know that man was
            your friend--

                         HUSSELBECK
            That man is not my friend. He's a
            killer. A butcher!

Husselbeck storms off.

                         MARSHALL
            Ya can't kill him!

                         HUSSELBECK
            The hell I can't!

INT. HOMICIDE  DIVISION - CELL BLOCK - LATER

Cell after ugly cell line the walls. Hands hang out from
between the bars, with nothing better to do.

Husselbeck heads straight for one of solitary cells.

He casually removes a set of keys from his pocket and unlocks
one of the cells. The door screeches open, and the young
convict inside sits, confused.

                         HUSSELBECK
            Alright. Come on. Stand up.

He doesn't want to. A terrified look in his face.

                         HUSSELBECK
            I said stand up!

Reluctantly, he does.

Husselbeck proceeds to beat the living shit out of him.
Kicking him when he's down. Bloody. Broken.

When he's had his fill Husselbeck turns and shuts the cell
door. He locks it and leaves. A little sweatier after the
ordeal, but just as carefree.

Everyone's quiet, except for the whimpering bo in the back
corner.

EXT. CHICAGO - NIGHT - RAIN

Pouring.

A dark-colored coupe sits, parked, outside an apartment
building. A familiar one. David's



                                                           72.


A shadowy figure sits inside.

INT. HOMICIDE DIVISION - HALLWAY - LATER

Clarence opens the door from outside and walks in on a
conversation between Marshall and the snitch - Joe, in a
shadowy corner in a dark hallway of the Station.

                         MARSHALL
                   (quiet)
            Thank you for coming to me with
            this. Go.

He subtly slips Joe some money in his palm, hiding it with a
handshake as they both look around.

Joe leaves. Clarence uncurls from the corner he was hiding
behind.

                         HUSSELBECK
            What was that about?

                         MARSHALL
            Oh, ya know. Usual stuff.

                         HUSSELBECK
            Care to elaborate?

                         MARSHALL
            One of my snitches just told me
            David Bannister came to him for
            information.

Clarence sighs noticeably.

                         MARSHALL
            Watch it. He didn't tell him anything.

                         HUSSELBECK
            Who'd he wanna know about?

                         MARSHALL
            A guy named Frank Napier.

                         HUSSELBECK
            Never heard o' him.

                         MARSHALL
            Yeah, me neither. He's some kinda
            mob boss or somethin'. Organized
            crime. I don't know.
                   (beat)
            He's hard to get at.



                                                           73.


After a long pause.

                         HUSSELBECK
            I don't get it.

                         MARSHALL
            What?

                         HUSSELBECK
            He should be halfway to New York by
            now. But instead he's kicking his
            feet around, lookin' for someone
            neither of us has ever heard of.

He turns to leave.

                         HUSSELBECK
            Put Jack back on his tail!

INT. RECORDS ROOM - NIGHT

My God, the boxes!

A small room stacked literally to the ceiling on all sides
with cardboard boxes full of files and paperwork. Drawers
open. Papers everywhere.

Clarence stands at one of the metal filing cabinets looking
through old files.

                         FILE CLERK
            Is there anything else, Detective?

                         HUSSELBECK
            The Frank Napier file.

                         FILE CLERK
            You're lookin' at it.

Clarence holds it open, upside-down. It's empty.

                         FILE CLERK
            Somebody must have lifted it.

                         HUSSELBECK
            When?

Looking through her notepad.

                         FILE CLERK
            My last inventory was... three weeks
            ago.



                                                           74.


                         HUSSELBECK
            Great...

She turns to leave, but Clarence yells out after her.

                         HUSSELBECK
            The Bannister file. There are
            documents missing from it too.

                         FILE CLERK
            Hey, alotta people sift through
            these things, alright?

                         HUSSELBECK
            Were they lifted the same day?

                         FILE CLERK
            I couldn't tell ya.

                         HUSSELBECK
            One other thing. David Bannister
            worked Homicide '34 to '37. I need
            his daily report records.

                         FILE CLERK
            What for?

                         HUSSELBECK
            I need to find someone.

                         FILE CLERK
                   (sighing)
            If we still had 'em they'd be buried
            somewhere in the basement.

INT. FORENSICS - LATER

SMITH, the Forensics... caretaker sits buried beneath a pile
of boxes at his desk in the equally cluttered basement office.

                         SMITH
            Detective Husselbeck! What brings
            you down to the basement?

                         HUSSELBECK
            I got a few questions about the
            McPherson case.

                         SMITH
            He's dead.

                         HUSSELBECK
            Yeah, I heard. I'm just tying up
            loose ends. Padding up the report.
            You know how it is.



                                                           75.


                         SMITH
            What is it you wanna know?

                         HUSSELBECK
            David Bannister was Homicide a few
            years ago.

                         SMITH
            Yeah, I know. Friend of yours,
            wasn't he?

                         HUSSELBECK
            I need to dig through his arrest
            records. Daily reports. That kinda
            thing.

                         SMITH
            Well... that could certainly take a
            while. Those kinds'a things aren't
            even dated anymore Detective.
                   (beat)
            Maybe I could help ya.

                         HUSSELBECK
            Bannister was lookin' for someone.
            Hired a snitch.

                         SMITH
            Seems odd. A murderer looking for
            clues.

                         HUSSELBECK
            He was looking for a guy by the
            name of Napier. Frank Napier.

Smith's smile drops.

                         SMITH
            Never heard o' him.

                         HUSSELBECK
            Figures.

He turns to leave.

                         HUSSELBECK
            Thanks anyway.

There's almost a sigh of relief from Smith.

                         HUSSELBECK
            Say, Smitty, how's that wife o'
            yours doin' anyhow?



                                                           76.


                         SMITH
            Betty? She's just fine, sir. Fine.
            Why do'ya ask?

                         HUSSELBECK
            No reason.

Husselbeck tosses a three-ring notebook onto the cluttered
table.

                         HUSSELBECK
            I just think it's odd you been going
            to records so much these past, oh,
            three weeks or so. Who told you to
            steal docs from Bannister's file?

Smith looks at the sign-in sheet. It reads. SMITH, over and
over again.

He swallows hard.

                         SMITH
            I don't know what you're talking
            about.

Husselbeck explodes. We saw this in the cell block.

He leaps over the cluttered table and grabs Smith by the
shirt collar, throttling him against one of the cardboard
box stacks.

                         HUSSELBECK
            How's Betty gonna be after you get
            canned huh?! She might just get mad
            at first. Then she'll move out.
            Then you'll accidentally-on-purpose
            walk in on her while she's fucking
            another man!

                         SMITH
            What do you want!?

                         HUSSELBECK
            The name! Why is the file empty?!

                         SMITH
            There isn't one! It was pulled years
            ago!

                         HUSSELBECK
            There's still a folder genius.



                                                           77.


                         SMITH
            Only to fool the Inventory dame!
            She doesn't--she doesn't ever open
            them!

                         HUSSELBECK
            Why was it pulled!?

                         SMITH
            I don't know!

He punches him hard in the gut.

                         HUSSELBECK
            You don't?

                         SMITH
                   (coughing)
            There are--there are some people ya
            just don't touch!...

                         HUSSELBECK
            Why?! What's his game?

                         SMITH
            I don't know.

Clarence readies another punch.

                         SMITH
            I don't! I don't know! I was just
            told to keep it quiet.

                         HUSSELBECK
            What's the connection to Bannister?

                         SMITH
            I don't--I haven't a clue...

                         HUSSELBECK
            Where?

                         SMITH
            He doesn't have an address...

Clarence throttles him against the stack again.

                         HUSSELBECK
            Where?!

                         SMITH
            The Under--The Underground. He owns
            it. All of it... That's his game.



                                                           78.


He lets him go.

                         HUSSELBECK
            Thank you.

A box falls on him.

EXT. THE UNDERGROUND - NIGHT - RAIN

David walks down the sky-less Underground sidewalk as the
rain pours down on him. He tightens his trench around his
soaking body.

                         EVY (V.O.)
            What are you gonna do?

                         DAVID (V.O.)
            I don't know. He has to have a
            home... doesn't he? Someplace warm...
            quiet... with plenty of food.

David stops. Looks up.

A monolithic apartment building towers 100 stories over him.
Not unlike his own. Tattered, peeling paint. It's ready to
fall apart.

The rain belts down in sheets.

He looks around.

He walks under the art deco marquee between the twisted
corduroy columns and into the foyer.

David collapses into the trash. He covers himself with old
boxes and newspapers for warmth. Waiting. Hiding.

INT. EVY'S APARTMENT - MARION'S ROOM - NIGHT

This is Evy's room regularly. So no semblance of Marion can
be seen.

A window opens quickly, trying to be quiet, but the squeaky
hinges won't allow it.

She stops. Looks around hyper-nervously. Biting her
fingernails, waiting for movement outside.

None comes.

She starts to climb out the window.



                                                           79.


INT. BOOKSTORE - NIGHT

The cute Bookstore Employee, through a pane of glass, is
tidying up some of the books on the shelves.

A soft knock on the glass.

She goes towards it.

CLICK - She unlocks it. Opens it.

The door slams open. A hand covers her mouth, she tries to
scream but it's covered.

A shadowy figure in a long black trenchcoat and hat muscles
his way in. She tries to struggle but he's too strong.

He finally lifts his head and finds the light.

Frank.

                         FRANK
            I'm looking for Marion McPherson.

She shakes her head. Tears running down her cheeks.

He pushes her, still with only his hand on her mouth, until
she jolts up against one of the bookshelves in the very back
of the store.

                         FRANK
            Let me ask again.

With one of his razor-sharp fingernails Frank claws down the
spine of one of the books. It rips it in half.

                         FRANK
            She's with someone. A man. David
            Bannister.

She shakes her head again. Trying to scream. But it's too
muffled.

                         FRANK
            Pity.

He slides his hand off her mouth as he moves towards the
bookshelf.

                         FRANK
            A wealth of knowledge... all at
            your fingertips.



                                                           80.


She backs away, cowering, whimpering, into the darkest corner
she can find.

He plucks a book out and flips through it as the whimpering
continues.

With conviction,

                         FRANK
            Books hold many mysteries.

She's ready to faint.

                         FRANK
            Good day to you.

The book hits the floor with a thud. Frank is gone.

EXT. DAVID'S BUILDING - NIGHT - RAIN

The rain hasn't stopped. Steam rises from sewer grates.

A shadow moves.

Frank tilts his head, craning it to look up the sheer angle
of David's building as it rockets into the rain-filled zenith.

He smiles.

                         FRANK
            Are you foolish enough to bring her
            here, David?

A light moves, tossing a shadow. He vanishes in it.

EXT. CHICAGO STREET - DAY

Dawn. Sickly, green dawn. Everything is wet still, dripping
water from every corner. Rain-soaked streets. It's miserable.

INT. UNDERGROUND BAR - EVENING

David, in one of the sorry, seedy Underground bars. It's
dark, smoky. Fans spin overhead, but all they do is toss
around the smoke and stench.

 A beer in front of him. He hasn't shaved in days - he looks
just like all the other bums in this terrible place.

He looks at his watch. Seeing the time he downs his beer and
stands up.

He walks to the back corner of the bar, into a phone booth.
He drops in a nickel and dials.



                                                           81.


After a beat,

                         DAVID
                   (into phone)
            Yeah, it's me.
                   (beat)
            No, I'm alright.
                   (beat)
            She what? You're supposed to be
            watching her.
                   (beat)
            Damn it... Next time follow her!
                   (beat)
            No, I'm sorry. I'll call you when I
            get back, angel.

He hangs up.

He sits for a moment in the booth, thinking.

INT. UNDERGROUND APARTMENT COMPLEX - EVENING

The huge apartment complex he slept under last night. Dark,
smoky - just like everywhere else. The foyer is one big,
vacant space, stretching up to the very rooftop with
emptiness. As far as the eye can see through all the smoke
and haze.

The walls are covered in an ugly dark green paint. Slivers
of light stream in through the windows, casting shadows over
every corner and every nook of the place. In the streams of
light, the haze is made all the more apparent.

It's absolutely dead.

Pressed against the far wall is a U-shaped Clerk's desk.
There is a wrinkled Clerk sitting behind it, reading the
paper - this is SEBASTION.

David walks up to the desk, leaning on it with his elbow for
a moment.

The man says nothing. Doesn't even move. He averts his eyes
from David's in an attempt at invisibility.

David notices the small bell beside him. He gingerly taps it,
sending a ring throughout the building with a smirk on his
face.

Sebastion looks up quickly, annoyed, as if he's just noticed
him.

                         DAVID
            Hi there.



                                                           82.


                         SEBASTION
            Yes?

                         DAVID
            You got any rooms?

                         SEBASTION
            We got lots'a rooms.

                         DAVID
            How many?

                         SEBASTION
            All of 'em. No housing shortage
            around here. Plenty of room for
            everybody...

The front door creaks open quickly.

David's gaze is caught suddenly, as Clarence walks into the
vast space.

                         DAVID
                   (to Husselbeck)
            Now there's a face I didn't expect
            to see in this place.

                         HUSSELBECK
            You relocating?

                         DAVID
            For the moment.

                         HUSSELBECK
            David, I need ya to come with me.

                         DAVID
            Now hold on a minute. I was just
            chatting with my new friend, uh...?
                   (looks to Sebastion)


                         SEBASTION
            Sebastion.

                         DAVID
            Sebastion.

                         HUSSELBECK
            Well don't let me stop you.

                         DAVID
                   (back to Sebastion)
            So, you live here all by yourself,
            Sebastion?



                                                           83.


                         SEBASTION
            Yessir. Most everybody else got
            outta this place already.

                         DAVID
            Why's that?

                         SEBASTION
                   (dead serious)
            Cuz it's cursed.

David looks at Clarence, who can only shrug as he lights a
cancer-stick.

                         DAVID
            Cursed? Why do you say that?

Sebastion, after a moment, forces a laugh past his teeth.

                         SEBASTION
            Look around. I was only kiddin'
            with ya. This whole neighborhood is
            goin' down the drain. Anybody can
            see that.

                         DAVID
            So why'd you stay?

                         SEBASTION
            Some of us have to.

                         HUSSELBECK
            David, where is this going?

                         DAVID
            I'm just talking with my new friend
            Sebastion. Can you hold on a minute?
                   (to Sebastion)
            Must get kinda lonely huh?

                         SEBASTION
            Not really. I make friends.

                         DAVID
            Like who?

                         SEBASTION
            I mean, I make friends. Here, I'll
            show you.

He digs beneath the counter and pulls out an Origami little
person. Two. He prances them around on the counter top with
a smile on his face like some proud schoolboy.



                                                           84.


A bead of sweat drips onto the counter.

David looks at Clarence. This guy's a nut.

Husselbeck moves towards David.

                         HUSSELBECK
            Come on, David. It's time to--

But Husselbeck is cut off, as David slugs Sebastion from
across the table.

Reeling, David frantically grabs him by his shirt and drags
him over the counter, screaming.

                         HUSSELBECK
            Jesus Christ, David! What the hell
            are you doing!?

                         DAVID
            He knows something!

                         HUSSELBECK
            He's a fucking lunatic, David!

                         DAVID
            Look at him! He knows something,
            Clarence!

David mounts the poor wrinkled thing, ready for another blow.

Clarence stops. Thinks for a half-beat.

                         HUSSELBECK
            Then let's do this the right way.

Clarence goes around the desk and retrieves the chair
Sebastion was sitting on. He brings it out into the foyer.

David throws Sebastion into the chair and slugs him again.

As Clarence tapes his arms and legs to the chair David takes
off his coat and overshirt, so that he's now only wearing
his wife-beater and gun holster. It's loaded with his .38.

                         DAVID
            Where is he?

                         SEBASTION
            Who the hell are you talking about?

David punches him in the kidney.



                                                           85.


                         DAVID
            I'm not going to ask again.

                         SEBASTION
            I don't know who you're talking about!

In the stomach.

Husselbeck yanks out the guy's wallet.

                         HUSSELBECK
            He's... 26. Somebody suckin' the
            life outta you, pal?

In his face,

                         DAVID
            One more time -- Frank. Napier.

A realization washes over him.

                         SEBASTION
            Never heard o' him.

                         HUSSELBECK
            Yeah, you and everybody else.
                   (to David)
            Somebody stole his file at the
            Station. There's some kind of cover-
            up.

                         DAVID
            I can't prove it but I think it was
            Frank who killed Ira. Murdock too.

                         HUSSELBECK
            Why?

                         DAVID
            Why do you think.

He lets Sebastion have it one more time.

David yanks out his .38. Points it at the floor.

                         DAVID
            Don't make me start blasting off
            toes, Sebastion.

He cocks it.

                         SEBASTION
            Alright! Christ. The Penthouse. Top
            Floor. He... likes to live alone.



                                                           86.


                         DAVID
            Thank you.

                         SEBASTION
            He'll kill me for this!

                         HUSSELBECK
            Should'a thought o' that first.

Husselbeck kicks the chair. It topples over, still with
Sebastion tied to it.

He's able to get his feet free and flee, still tied to the
chair with his arms.

INT. CAGE ELEVATOR - EVENING

Clarence and David stand, waiting for the creaky elevator to
finally reach the top. The metal groans.

INT. TOP FLOOR - EVENING

There's only one, shoddy, filthy door up here.

                         DAVID
            Well?

Husselbeck kicks in the door.

INT. FRANK'S HOUSE - CONTINUOUS

The contrast is astounding.

Leaving the grungy, rotten world outside this penthouse is
filled with ancient art and a center stairwell. That same
fog and poorly-lit, fluorescent color permeate however. It
can't be escaped. That old-world mystique. Yet, somehow still
dark and sinister. Yielding something hidden.

A few too many clocks. Dark paintings. Still the peeling
wallpaper - this whole place is ancient.

It's huge.

The looks on their faces tell the story.

The sun passes below the horizon outside.

Looking around,

                         HUSSELBECK
            So what are we looking for?



                                                           87.


                         DAVID
            I don't know.

Digging through drawers.

                         HUSSELBECK
            Up there.

Clarence points to the stairwell.

David starts upstairs.

                         HUSSELBECK
            How long do we have?

David looks up. Frank is at the top of the stairwell.

                         DAVID
            Not long...

Frank swaggers down the stairs and stands close to the
officers.

                         FRANK
            What's the problem officers?

David stares at him, angry under that confident demeanor.
Frank stares back.

                         HUSSELBECK
            Depends. You kill anybody lately?

Frank can't help but laugh.

                         FRANK
                   (stifling laughter)
            I'm sorry, Officer...?

                         HUSSELBECK
            Detective Husselbeck.

                         FRANK
            Officer Detective Husselbeck. It's
            just that I've just returned from
            abroad yesterday. I was planning on
            my sleep not being... disturbed.

David scowls at him. There's more to that statement.

Close, quiet,

                         FRANK
                   (to David)
            You oughtn't be here.



                                                           88.


                         DAVID
            Yeah, I know I oughtn't. I have a
            knack for that.

                         HUSSELBECK
            Just what kinda business are you in
            anyhow?

                         FRANK
            I deal in... antiques.

                         HUSSELBECK
            No kiddin'.

                         DAVID
            Where were you visiting abroad?

                         FRANK
            Transylvania. I was visiting to
            pick up a piece that I am rather
            fond of.

                         DAVID
            Yeah? What piece was that?

                         FRANK
            A coffin.

David's eyes widen.

                         DAVID
            A coffin?

                         FRANK
            A 17th century English antique
            coffin to be precise.

                         HUSSELBECK
            Can we, uh, see this coffin, Mr.
            Napier? It would give some credence
            to your story.

Frank looks away. Perhaps a tinge of nervousness behind that
hard exterior shell.

                         FRANK
            I'd rather you didn't. It's a very
            delicate piece. It must kept in
            strict storage, you see, in the
            basement of this building.

                         HUSSELBECK
            All the same, we'd like to see it
            anyway.



                                                           89.


His happy demeanor fades. A more serious air suddenly
pervades him.

                         FRANK
            Do you have a warrant?

                         HUSSELBECK
            Now listen, buddy. There's no need
            for that. We just wanna have a look
            around.

                         FRANK
            Not without a warrant you won't.

He crosses his arms, standing defiantly.

                         HUSSELBECK
            Fine. We'll get one.
                   (to David)
            Come on.
                   (to Frank)
            Sorry to cause you all this trouble,
            Mr. Napier.

                         FRANK
            Yes, David. We wouldn't to cause
            any more... trouble... would we?

He understands exactly what Frank means.

                         DAVID
                   (slightly fearful)
            No... I guess not.

                         FRANK
            So are we all done here?

                         DAVID
                   (snide)
            Yeah.

                         FRANK
            Well then, you two better get home
            before it... gets dark.

He stares at David with a knowing look.

David quickly looks to the window and sees that it's quickly
growing darker and darker.

INT. HALLWAY - NIGHT

The door slams on David and Frank.



                                                           90.


                         HUSSELBECK
            Well that went well.

                         DAVID
            He's a killer, Clarence.

                         HUSSELBECK
            He's definitely hiding something.

Clarence turns and walks towards the elevator.

                         DAVID
            So call the Station! Bring the whole
            station down here!

                         HUSSELBECK
            I have no claim to a warrant, David.
            And if he killed Ira and Murdock
            I'm not going back in there without
            a shotgun!

                         DAVID
            So get one!

Clarence storms back.

                         HUSSELBECK
            You're already a murder suspect,
            David. Killing a man in cold blood
            after breaking into his home won't
            do you any favors.
                   (beat)
            Go home. You reek of booze.

Husselbeck slams the cage elevator door.

EXT. FRANK'S BUILDING - LATER THAT NIGHT

David stands in the shadows from across the street and
watches as the wind and fog bring the eerie skyscraper to
life. The entire neighborhood is utterly empty, deserted
even. The wind howls like a scream.

Thunder rolls in the distance. The heavens open up. A soft
rain begins to patter on David's hat.

He lowers his head slowly, thinking. Under his hat, David's
face disappears into shadow.

After a long time, he makes his decision.

David slowly steps out from behind a line of shadow behind
the building.



                                                           91.


He stalks slowly, quietly, up to the side of the dark complex,
even more frightening at night, as the tree-limbs scratch on
the windows. He bends down onto one knee as the rain patters
all over him to see inside the basement window.

The windows have been painted black.

David scratches off a tiny sliver of the paint, enough to
see inside. He squints past rain and shadow to look inside
the incredibly dark basement through the tiny sliver.

David struggles to position his head in the way that would
allow him to see the most of the dark underground room.

The floor isn't concrete like it should be. It's dirt.

David moves his head again, tilting it as best he can, and
sees it. The coffin. An ancient looking thing, wooden,
cracking, yet ornate. David can't seem to take his eyes off it.

POV - FROM ABOVE

Someone, from the side of the building, looks down on David,
rain caressing him, as he continues to do his best to peer
through the window.

The POV moves, and hurries down the edge of the roof, utterly
silent.

BACK TO SCENE

Just behind David, still snooping, a shadow moves behind a
bit of foliage. Frank quickly emerges, hands in his trench
pockets, with that arrogant smile on his face, looking past
the rain.

                         FRANK
            Curiosity kills, David.

David jumps to his feet, completely startled. He tries to
keep his cool, staring down the Beast.

                         FRANK
            It's not safe to be out, Bannister...
            after dark.

Frank takes a step closer.

                         FRANK
            Are you sure you want to take that
            chance?

David, tries to hide his fear under that cool exterior.



                                                           92.


Frank takes a few more steps, until he is just inches from
David.

                         FRANK
            You've caused your friends enough
            pain by bringing them here, David.
            You wouldn't want to cause them any
            more... would you?

David, once again, gets his meaning.

                         FRANK
            What were their names again?

David doesn't answer.

                         FRANK
                   (dead serious)
            Perhaps I'll just go to the
            Precinct... and rip each and every
            one of them into pieces so small
            you can mail them to their wives.

David doesn't want any part of this. He slowly backs away,
and leaves.

Frank, calling back,

                         FRANK
            See you...

David turns and looks at him.

                         FRANK
            Soon.

David's pace quickens the slightest bit.

INT. BANNISTER'S OFFICE - LATER THAT NIGHT - FOG

David enters and tosses his trench on the hook beside the
door. He walks over to his chair and plops a very weary frame
into it.

He puts his head in his hands and does his best to rub the
fear out of his system, sighing loudly as he does so.

David sees the ring on his finger. He takes it off and slams
it on the desk.

He turns in his chair and looks out the window, into darkness.

The handle turns and the door slowly opens. Evy pokes her
head in. Then enters completely when she sees David brooding.



                                                           93.


                         EVY
            There you are. What are you doing
            here?

He doesn't say anything. He doesn't even move.

                         EVY
            Where've you been?

Nothing.

                         EVY
            What's wrong?

                         DAVID
            Please, just leave me alone
            sweetheart.

EXT. ALLEY - NIGHT - FOG

Jack, amidst an incredibly thick wall of fog, stands
perfectly still, looking up at the Bannister office.

Suddenly, out of the fog behind him, steps Napier, silent as
ever, with that smirk on his face.

He grabs Jack by the neck and yanks him into the fog. They
both disappear instantly.

From somewhere beneath the fog, Jack Bumstead screams.
Something crunches. The sound of water.

A moment later, Frank emerges from the fog once again. He
looks up at the office, and a sly smile crosses his lips.

Frank walks off, whistling, hands in his pockets, utterly
carefree.

INT. OFFICE OF DAVID BANNISTER - NIGHT- FOG

                         EVY
            Why won't you tell me anything?

                         DAVID
            You know I became a cop... to try
            and actually do something right. I
            thought... there was so much good
            in this world. And I just had to
            protect it. I just had to stop
            whatever got in its way.
                         (MORE)



                                                           94.


                         DAVID (CONT'D)
                   (beat)
            I was wrong.
                   (beat)
            The world isn't divided into black
            and white. Good and evil. Right and
            wrong.
                   (beat)
            When I look out that window... All
            I see is gray.
                   (beat)
            Look at it again, Evelyn. Does THAT
            look like a world worth saving to
            you? Worth fighting for?

                         EVY
            David... I don't understand.

                         DAVID
            How can you? You're not out there,
            angel. You're not out there living
            it, every god damned day of your
            life. You don't see the crime that
            happens every single night. You
            don't see the things people do when
            they think they're alone. The
            heinous acts committed in darkness.
            You don't have to watch, as it
            consumes each and every person you
            love. As it consumes... even you.

                         EVY
            What?

                         DAVID
            The darkness.
                   (beat)
            If you were you wouldn't be you.
            You wouldn't be the sweet, angelic
            thing in front of me. It would have
            eaten you up... That's what it does.
            It's inside everything. Everyone...
            Dwelling, festering, until it's
            time to be released.
                   (beat)
            I know that now... Even if for only
            a moment, we all succumb to it.
            There's no escape.
                   (beat)
            If there was...

He looks up at her.



                                                           95.


                         DAVID
            We'd all be angels.

Evy looks down at the desk and sees his wedding ring.

                         EVY
            ...Is this about your wife?...

                         DAVID
            My wife left me long ago. To save
            herself from it. To save her from
            me...

After a long time, with tears in her eyes,

                         EVY
            Why won't you let me in, David...

                         DAVID
            It just isn't right, sweetheart, it
            just isn't right... This thing,
            it... I can't stop it. For the first
            time in my life I feel... small.

David hangs his head low. Evy can only stare down at him
with loving eyes, filled with sadness.

Evy goes to the door. Before she shuts it behind her, she
takes one last glance at David, who still hangs his head.

She shuts the door, quietly.

INT. OFFICE OF DAVID BANNISTER, OUTER OFFICE - CONTINUOUS

Evy leans against the door.

She stifles back the forming tears.

INT. OFFICE OF DAVID BANNISTER - NIGHT

David watches at Evy's wavy outline through the milky glass
walks away.

After a moment, he spins around in his chair. He pulls back
the drapes slowly and looks outside through the window, into
the alley below.

It's empty.

                         DAVID
            You sleep too much, kid.



                                                           96.


INT. FRANK'S HOUSE - NIGHT

Frank trounces down the stairs. Heading for the cellar door.

He opens the basement door and steps inside the dark hole
beneath the house.

INT. FRANK'S HOUSE, BASEMENT - CONTINUOUS

Frank walks down the concrete steps.

Frank takes the last step and looks at the coffin in the
middle of the floor.

Napier carefully opens the casket lid. It creaks open slowly.

The coffin is filled with severed heads, a dozen of them, more.

Napier carefully reaches inside his bulging trenchcoat and
removes the head of Jack Bumstead, still contorted into a
scream.

He tosses the head in with the others carelessly. It bounces
around against the rotting flesh.

Frank sighs happily.

EXT. OUTSIDE DAVID'S OFFICE BUILDING - DAY - RAIN

David walks out of his building and hastily hails down a cab
in the rain.

It stops and he jumps inside.

INT. CAB - CONTINUOUS

Rain quietly licks the window of the cab, enveloping it in a
white sheet of tranquillity.

The cab begins to pull away from the curb. David stares
outside, to the rain-drenched streets of a once great city.

Outside, a man is shouting at a woman, presumably his wife,
in the rain. Cursing at her. Yelling at the top of his lungs,
incredibly angry, as she stands sheepishly, crying.

The cab pulls away further.

A homeless man lies on the sidewalk, draped in soaking-wet
newspapers, shivering. A man in a suit passes him by. The
homeless man extends his hand, pleading with him for some
money. The man in the suit just continues walking, as if he
didn't even see him.



                                                           97.


Further.

A group of people are gathered around something on the side
of the road.

The CABBY speaks to David without turning his head.

                         CABBY
            Where ya headed, buddy?

David only stares out the window.

The group of people step aside just enough for David to see
what they're looking at. A young woman lies in the street,
blood covering her abdomen, clutching her purse by the handle
in an outstretched hand. The handle is broken on one side,
like someone tried to take it.

Everyone around shakes their head at the scene.

                         CABBY
            Hey, where ya headed, pal?

David, still staring outside the window, in a low, melancholy
tone,

                         DAVID
            Far away from here...

David just stares out the window, as the dark world outside
races by.

EXT. CHICAGO STREET - LATER

David, outside of the cab, slams the door shut.

The cab pulls away. David slams his chilly hands into his
trench pockets and starts walking down the cold street.

Everyone loves the night - it's bustling with pedestrians.
It might as well be morning.

David wants to get out of the crowd, be alone, but they've
surrounded him.

Something pops out of the gray - a blonde head.

It catches David's eye. She turns and looks - right at him -
before disappearing into the crowd.

David, unsure, gives chase. The crowd in his way, he has to
muscle his way through. But it's near impossible.

A yellow streak turns the corner of a building.



                                                           98.


After some struggling David gets free. He rounds the same
corner.

Across the intersection - a church. Dark and brooding. A
darkly ornate Gothic anomaly; an old City Cathedral, once
grand, long since boarded up. Tall, dark trees line the
gravel courtyard, tossing shadows all over the building.
Construction projects, bridges, metal skeletons loom all
around the old building, surrounding it, closing it in.

David almost stops at the sight of it. His pace slows as a
shadow moves somewhere inside, tossing darkness from inside
the boarded up window.

INT. CATHEDRAL - NIGHT

The door slowly creaks open as David enters carefully. There
are no lights. There is no sound. Only the creaking of old
wood and the whistling wind outside. The scratching of the
trees against the windows.

The Nave, the central room of the church. But it's all in
terrible condition. The rows and rows of crumbling, falling
pews. The altar at the front. A tilted statue of the crucifix
at the head. Cobwebs everywhere. It's more of hell than church.

A sound. Someone moving in the back room.

David stalks carefully up to the door.

ANGLE: David reaches for the door handle - on it is etched
the symbol of a cross.

He turns the handle slowly, not noticing the symbol, and
enters the room.

INT. CATHEDRAL, BACK ROOM - CONTINUOUS

The door creaks open loudly, slowly.

Tiny slivers of light peer through the cracks in the boards
over the windows, casting lines of darkness over every wall.
Each wall itself is littered with crosses, all shapes and
sizes, nailed to the wall only inches from one another.
Tables and chairs are pushed against the doors and windows,
leaving most of the space utterly empty. Candles flicker
wherever there's a place to set one, or a dozen, down. In a
corner is a stack of dusty old books.

Phyllis Danvers, an unhinged shell of her former beautiful
self, sits blank-faced in the center of the room, legs
crossed, on the floor, unmoving, unblinking.



                                                           99.


Her hair isn't the bright blonde it once was, now only an
unclean mess upon her disheveled head, with greasy strands
trailing all over her pale, emotionless face. Her clothes
are soiled and tattered.

David sees her sitting there, her presence startles him.

She doesn't move. David can only stare at the back of her head.

                         DAVID
            I'm sorry, the door was unlocked...

David shuts the door behind him.

                         DAVID
            Phyllis?

Without relinquishing her blank stare out the window,

                         PHYLLIS
            It can't come in that way.

David looks behind him and sees a multitude of crosses nailed
to the back of the door, more here than anywhere else. A
rosary hangs from the handle.

David's confident demeanor begins to fade into uncertainty.
He slowly inches closer to Phyllis.

                         DAVID
            I've been looking for you. I need
            to talk to you.

                         PHYLLIS
            You want to know about it.

                         DAVID
            What happened to Johnny that night?

She stops for a moment.

                         PHYLLIS
            Johnny's dead.

                         DAVID
            Yes, I'm well aware of that Miss
            Danvers.

She says nothing. She still hasn't turned around to face David.

David scans the room again.

                         DAVID
            Are you a... religious woman Miss
            Danvers?



                                                          100.


                         PHYLLIS
            They keep it out. Keep it from
            coming out of the darkness again.

                         DAVID
            Keep what out?

                         PHYLLIS
            The monster.

The word stops him. He looks at her, she still hasn't moved.

                         DAVID
            Is that what killed Johnny? That
            thing?

                         PHYLLIS
            Johnny's dead.

                         DAVID
            We've been over this.

David grows impatient and walks in front of Phyllis. He
kneels down to her eye level, but her eyes never move.

                         DAVID
            Did you see something, Miss Danvers?

She shakes her head, but unsteadily, as if unsure about
something.

                         DAVID
            What did you see? In the alley,
            what did you see, Phyllis?

She shakes her head.

                         PHYLLIS
            He's dead... He's dead...

David grabs her by her shoulders and gives her a hard shake,
trying to snap her out of it.

                         DAVID
            What did you see, Phyllis?! Did he
            have a knife, a gun, is that why
            you're so scared?!

                         PHYLLIS
            He's dead...

                         DAVID
            Come on! What did you see, Phyllis,
            in the alley?! What was it?!



                                                          101.


The 'It' catches her.

Her head slowly moves in his direction, until her eyes find
his for the first time. Blank eyes. Her voice is a croak, a
dry rasp, dead-serious.

                         PHYLLIS
            Darkness...

David backs away. He's used the same phrase.

                         PHYLLIS
            He's dead...

David, fed up, opens the door, ready to head out, as her
ramblings continue.

                         PHYLLIS
            It killed him... He's dead, it
            killed him...

David looks back at her. The more she speaks the more his
curious gaze twists into one of fear.

                         PHYLLIS
            It came out of the night... Like a
            shadow... Like it was part of it
            all... Part of the darkness... It
            was at home there... It was at home
            in the darkness... and we disturbed
            it...

David, dead silent, shaken, turns and walks out the door,
closing it behind him.

INT. DAVID'S APARTMENT - DAWN

The dawn has no yielded little sunlight. Eternal darkness.
David has his head in the kitchen sink. Trying to wash the
night away.

The fan can be heard spinning.

He looks at his hand as it shakes uncontrollably.

                         MARION
            Shakes?

David looks up quickly. Marion stands in kitchen entryway,
holding her purse in front of her.

He puts his head back in the water.



                                                          102.


                         DAVID
            You shouldn't be here.

                         MARION
            I know. I couldn't stay away.

David has a drink in his hand.

Marion floats over to the stack of pictures he's drawn. There
are a few new ones.

She holds one up to look at it.

                         MARION
            Is this why your wife left you?

He stops. How'd she know that?

                         DAVID
            She's gone because of my darkness.
            Not everyone else's.

                         MARION
            Do you love her?

A long, tense beat.

                         DAVID
            I miss her.

Silence. Marion just looks at the picture.

                         MARION
            Are you alright?

He looks up at her, annoyed, angry.

                         DAVID
            What do you want from this, Marion?

                         MARION
            I don't... I don't understand.

                         DAVID
            This. This whole thing. What is it
            you're still waiting for?

                         MARION
            I can't leave...

                         DAVID
            Why?

She starts to tear up. She can't answer, turning away.



                                                          103.


The rustling of her clothes as she moves silently across the
room towards David. He's collapsed onto the couch.

                         MARION
            Will he find me?

David stops. He's plastered, just barely awake.

The fan spins. Shadows dance.

He slowly opens his eyes, groggy.

                         DAVID
            If it were me... I wouldn't stop
            until I did.

Silence.  A horribly long beat as she stands in the darkness.
Only the fan and her breathing can be heard. The distant
noises of an apartment.

                         MARION
            If I ran, would you go with me...?

Marion waits for a long moment in the shadows of David's
apartment.

The fan spins.

No answer.

She moves into the light from the bedroom door and peers in.

David is on the couch, snoring softly. His drink on his
stomach, ready to tip over.

INT. DAVID'S APARTMENT - LATER

The fan is the only sound.

Marion moves to a chair. Silently flipping through old
photographs.

                                            DISSOLVE TO:

EXT. OVERHEAD VIEW OF THE POLICE STATION - LATER - RAIN

Rain blankets the antiquated, dilapidated Police Station.
Blocking out even more of the light. Does the sun rise here
at all?

INT. HOMICIDE DIVISION - HUSSELBECK'S DESK - LATER

The smoky station is nearly empty.



                                                          104.


Husselbeck sits at his desk, running his hands through his
hair. A mound of paperwork sits on the desk in front of him.

Husselbeck picks something up to glare at it. A photograph.
Of David.

The phone starts ringing. Husselbeck doesn't acknowledge its
existence.

Persistent, it doesn't stop ringing. For the longest time,
Clarence just lets it ring.

Eventually, he walks across the room, past the several desks,
and picks it up.

Rubbing his neck, groggy,

                         HUSSELBECK
            Homicide.
                   (beat)
            Yeah. On my way.

EXT. ALLEY CRIME SCENE - LATER

Darkness pervades the small alleyway.

Bustling with activity. A news photographer. Several police
officers. All of them around a body in the center, covered
in a white sheet.

Husselbeck walks the line. Trying to soak things down as
quickly as possible. He sucks down coffee.

He bends down carefully. Everything goes silent for him in
the foggy alley, as smoke pours out from beneath a manhole
only a few feet away.

He pulls the sheet.

It's Phyllis.

INT. POLICE CRUISER - LATER

Husselbeck opens the driver side door and gets in to join
his partner, Marshall. He looks incredibly tired.

Marshall hands him something. A manila envelope.

Husselbeck takes it and opens it. He pulls out several
photographs.

ANGLE: The photos, as he flips through. Each one is a photo
of David and Phyllis. David chasing Phyllis. David talking
to her inside the church. Etc.



                                                          105.


                         MARSHALL
            There's something else.

Husselbeck, having his fill, tosses them back into Marshall's
lap. He turns the key and starts the cruiser.

INT. DAVID'S APARTMENT - EVENING

David stirs awake. He takes a drink form the glass still on
his stomach.

He sits up. He jumps, startled. At the sight of Marion
sitting, napping, across from him.

His jumping causes her to jump, awake.

                         MARION
            What is it?

                         DAVID
            You're still here.

                         MARION
            I... must've fallen asleep.

David storms up.

                         DAVID
            You shouldn't be here!

He grabs her by the arm and yanks her up. Starts her towards
the door.

                         MARION
            What are you doing?!

                         DAVID
            You're not safe here!

She stops him. There are tears in her eyes.  She knows what
he means.

                         MARION
            Are you such a coward!?

                         DAVID
            Baby, I'm no coward. I'm smart.

He points to the door, forcibly.

She tries to stifle the tears, but after a moment, she drops
her head and leaves.



                                                          106.


She tries to open the door but he cuts her off, slamming it
shut loudly.

He pushes her away from the door, against the wall, hard.

She tries to fight him off. She's afraid of him right now.

He plants his lips on hers, just as hard.

She struggles and pushes him off.

Then she kisses him back.

They embrace, kissing passionately.

The fan doesn't stop spinning.

                                            DISSOLVE TO:

EXT. POLICE STATION ROOFTOP - NIGHT

A thick fog blankets the city.

Husselbeck just watches as the little sheep walk around on
the sidewalks and byways.

Walking from side to side.

He just watches it for the longest time.

Eventually, he stuffs out his cigarette against the concrete
barricade, and heads o.s.

                                            DISSOLVE TO:

EXT. CHICAGO STREET - NIGHT - FOG

David walks through the masses. He's got a purpose. He
tightens his overcoat around his chest, trying to see through
the incredible fog.

                         EVY (V.O.)
            What are you gonna do?

INT. EVY'S APARTMENT - EARLIER

Evelyn and David sit across a table form one another,
drinking coffee. Evy's apartment is somehow so warm and
inviting.

                         DAVID
            I don't know yet, angel.



                                                          107.


                         EVY
            Ya know, before this week I hadn't
            heard you ever say that. Now it's
            all I ever hear.

                         DAVID
            No worries, kitten. But there's
            something I have to do.

                         EVY
            Why?

There are tears in her eyes.

                         DAVID
            Because someone has to protect her.

                         EVY
            Do you love her?

David doesn't say anything.

He stands up.

                         DAVID
            Don't go outside. When this is over,
            I...

He doesn't know how to answer.

He starts to leave.

                         EVY
            David, I...
                   (beat)
            Be careful.

She looks up at him, mascara tears running little marathons
down her face.

He stops. He grabs her gently and tenderly kisses the top of
her head.

                         DAVID
            I will, angel.

EXT. CHICAGO STREET - NIGHT

David looks around nervously. Until he sees it.

The Church.



                                                          108.


EXT. CATHEDRAL - NIGHT

David sneaks up to the door and removes a lockpick from his
coat pocket.

He starts it on the door. But it creaks open slowly.

He carefully goes in.

INT. CATHEDRAL - CONTINUOUS

Only the distant sounds of an ancient and creaky cathedral.

The place is so utterly vacant that David's shoes clank
against the hardwood flooring with each step, sending out a
new echo each time.

INT. CATHEDRAL - BACK ROOM - CONTINUOUS

The room where he talked to Phyllis. The same as it was.
Only now it's become darker, somehow, more terrifying.

David locks the door behind him.

He eyes the large stack of dusty old texts propped against a
wall in the corner. He starts for them.

                                            DISSOLVE TO:

INT. CATHEDRAL - BACK ROOM - LATER

David examines the stack of books. Five feet high.

Up and down he looks,  checking out the different names -
certain texts' names bulge with importance in a sea of spines
and letters.

                                            DISSOLVE TO:

He passes by one labeled "The Vampire in Europe" by Montague
Summers.

                                            DISSOLVE TO:

He passes by another - an overly-large antiquarian edition
of Bram Stoker's "Dracula."

                                            DISSOLVE TO:

Another by Montague Summers - Vampire: His Kith and Kin.

                                            DISSOLVE TO:



                                                          109.


INT. CATHEDRAL - BACK ROOM - LATER

David, carrying a small stack of texts, drops them onto the
floor for a better view, where a few others already lie.

                                            DISSOLVE TO:

INT. CATHEDRAL - BACK ROOM - LATER

Several of these large, antiquarian books lie open. David
looms over the largest of them, reading silently with his eyes.

                         DAVID (V.O.)
                   (reading)
            Man stands amazed to see his
            deformity...

INSERT: An image from one of the books - from Max Ernst's "A
Week of Kindness." The image is an etching of a man with the
wings of a bat peering in through someone's door.

                         DAVID (V.O.)
                   (reading)
            In any other creature but himself.

INSERT: Another image. Henry Fuseli's "The Nightmare" - an
image of a dwarf-demon sitting on top of a dead woman.

                         DAVID (V.O.)
                   (reading)
            And though continually we bear about
            us...

INSERT: Francisco de Goya's "The Consequences" - an etching
of a dead man being devoured by large bats.

                         DAVID (V.O.)
                   (reading)
            A rotten and dead body, we delight...

INSERT: An ancient wood-etching of a demon-like figure
suckling from the wrist of an unconscious woman.

                         DAVID (V.O.)
                   (reading)
            to hide it in rich tissue.

INSERT: Another simple sketch. It looks remarkably like the
image David saw in the alley behind the McPherson house.

The familiarity is too much. David slams the book shut,
echoing in the empty room.

He stands up and walks away for a moment, pacing, looking
for that one last final piece of the puzzle.



                                                          110.


INT. CATHEDRAL - BACK ROOM - LATER

David looks up at the large bookshelf in the room. Oddly empty.

His eyes find the top of the shelf. Something is sticking
out just the slightest bit from the edge, at the very peak
of the mighty shelf.

David sees this and cocks his head in wonder.

After just a moment to think about it, David begins to
carefully climb the shelf.

Near the top he struggles to reach the object with his free
hand.

After some trying he barely manages to get enough finger on
it to pull it out further. Soon after that he manages to
grab hold of it completely and yank it from the peak. The
extremely large, old book crashes to the floor.

The smack of the leather binding on the cold floor is like a
gunshot.

INT. CATHEDRAL - BACK ROOM - LATER

David slams the thicker than thick, two-foot high, leather-
bound compendium on the floor, on top of all the other books.
Dust and cobwebs fly from its binding.

He brushes excess dust from the cover. But the name has
either rubbed off in time, or there isn't one at all. He
traces the faintest of lines on the cover. It may or may not
read "Van Helmont" but it's impossible to decipher.

It makes a strange sound as he opens it quickly to the middle,
as though it hasn't been opened in decades.

David, once again, reads from the book, in the darkness of
the dank room.

                         DAVID (V.O.)
                   (reading)
            When I looked into the abyss, I saw
            the sadness in his eyes.

INT. EVY'S APARTMENT - NIGHT

Evy sits in one of the waiting chairs, bent over, sobbing
mercilessly into her hands.



                                                          111.


                         DAVID (V.O.)
                   (reading)
            Like the blood he lived to suckle
            was slowly draining the rest from
            his own heart. Like the hands of
            time were gripping too tight. Like
            it had shriveled into nothing...
            from years of dormancy. From years
            of disregard.

Evy lifts her head up. Her mascara is running little
marathons down her face.

There is an incredible sadness in her eyes.

INT. DAVID'S APARTMENT - NIGHT

Marion paces the room, in utter darkness. Light from outside
streams in through the venetians, throwing all sorts of
shadows onto her moving face. Marion wrings her hands
together tightly.

                         DAVID (V.O.)
                   (reading)
            I looked at him and saw a man. I
            looked... and I knew... The beast
            that every human being harbors
            inside of them, the one that lies
            dormant, in the farthest recesses
            of our immortal soul, the darkest
            part of our being - the beast had
            been loosed.

She stops and peers out the window for a moment. The
closeness makes the shadows all the more thick against her
face.

                         DAVID (V.O.)
                   (reading)
            And nothing now, will stand in its
            way.

INT. FRANK'S HOUSE, BEDROOM - NIGHT

Frank sits in total darkness, as shadows criss-cross his
face amidst the fog, in a wooden chair, looking out the
window into the night. His fingers are interlaced, against
the front of his chin - lost in thought. Or memory.



                                                          112.


                         DAVID (V.O.)
                   (reading)
            They harbor an addiction that is
            inescapable - a thirst for blood.
            The blood is the life - and it
            prolongs theirs, as long as their
            soul cries for it. But... often
            their soul cries only... for peace.

He does not move.

On bloody corpse lies behind him.

A tear down the side of his face.

INT. CATHEDRAL - BACK ROOM - NIGHT

David, on the floor.

                         DAVID (V.O.)
                   (reading)
            But most of all I knew... that its
            existence... couldn't possibly be
            an enjoyable one.

Fed up, David concludes reading. He rubs his face in his
hands, exhausted.

EXT. STREET - NIGHT

David, hands in his pockets, walks down the cold, damp
streets of Chicago. Light licks the streets, wet from the
recent rain, bouncing all sorts of shadows over everything,
and everyone.

                         DAVID (V.O.)
            I have seen the strife / Faces of
            death, faces of death / Faces of
            death all around my life.

David hangs his head, seemingly lower with each step. The
words from the books might as well still be ringing out
inside his head.

                         DAVID (V.O.)
            Like one, on a lonesome road / doth
            walk in fear and dread, / Because
            he knows, a frightful fiend / Doth
            close behind him tread.

More. He can't shake them, haunting his memory this way.



                                                          113.


                         DAVID (V.O.)
            Man is not truly one but two...
            Others will follow, and I hazard
            the guess that man will be
            ultimately known for a mere polity
            of multifarious, incongruous, and
            independent denizens.

INT. DAVID'S APARTMENT - NIGHT

The door opens and David slowly steps inside. He keeps his
head sagged as he digs in his pockets for any loose change.
He suddenly jerks his head up, looking out of frame.

                         DAVID
            Marion...

David looks at the mirror visible when entering the apartment.
In it Marion is visible, sitting on the couch, crying upright.

                         MARION
                   (crying)
            David...

Her head jerks up unnaturally and a speck of blood suddenly
appears at her neck.

David spins his gaze around and looks at the couch itself.
Frank Napier sits on it next to her, clutching her arm
tightly in his claw-tipped fingers. His other arm is wrapped
around her shoulders, with his pinky-claw caressing her
tender neck, just at the spot where the blood is now dripping
from.

David quickly reaches inside his coat. We see he's now
carrying his gun. But Frank's voice stops him.

                         FRANK
            Watch it. We wouldn't want another
            body piled onto your list, now would
            we?

                         DAVID
            How did you get in here?

                         FRANK
            The door.

David looks confused.

                         FRANK
            Forget the invitation - that stuff
            is just ridiculous.



                                                          114.


                         DAVID
            What do you want?

                         FRANK
            I'm cutting you a deal.

                         MARION
                   (whimpering)
            David...

                         DAVID
                   (to Marion)
            Shut up.
                   (to Frank)
            What kind of deal?

                         FRANK
            A man that knows what he wants.

                         DAVID
            You think I want any part of this
            anymore? Of you?

David casually throws his coat on the table in his den. He
removes one of his hand-rolled cigs and lights it with a
flick of a match in one hand.

                         DAVID
            What are the terms?

                         FRANK
            You give up Marion, walk away from
            all this... you live. You continue
            to come after me and I kill you both.

                         DAVID
            Simple enough.

                         MARION
            You're not seriously considering
            this?!

David sits down across from them.

                         DAVID
            Let's think this through. You and I
            both know the police won't do any
            good. Even IF they don't throw me
            in the asylum their efforts wouldn't
            be very effective against a thing
            like you.

                         FRANK
            Obviously.



                                                          115.


                         DAVID
            But, then again, if you take her
            and kill her that puts me out of
            quite a bit of money that she owes me.

Frank laughs.

                         DAVID
            What's funny?

                         FRANK
            You and I aren't so different after
            all, David.

Suddenly, there is a knock at the door.

                         HUSSELBECK (O.S.)
                   (through door)
            Open up, David. It's Clarence.

Frank looks at David, still clutching Marion.

                         FRANK
            Get rid of them, David. Or I will
            kill every person in the room.

ANGLE: Frank's fingernail grows and sharpens at the flesh of
Marion's neck.

David sees this and stands up.

INT. DAVID'S APARTMENT, CORRIDOR DOOR

David walks up and opens the door halfway, blocking any
entrance.

                         DAVID
                   (fake)
            Hiya. You guys pick swell hours to
            do your visiting. What is it now?

                         HUSSELBECK
            We need to talk to you, David.

                         DAVID
                   (crossing his arms)
            Go ahead.

                         HUSSELBECK
            We don't have to do this in the
            hall, do we?

                         DAVID
            You're going to have to. You're not
            coming in.



                                                          116.


                         MARSHALL
            Be reasonable, David.

Marshall puts his hand on David's shoulder.

                         DAVID
                   (sternly)
            Get yer paws off me.

                         HUSSELBECK
            It'd do you well to play along with
            us a little, David. You got away
            with this and you got away with
            that - but it's beginning to be too
            much for even you to weasel your
            way out of.

                         DAVID
            Why? What's going on?

                         HUSSELBECK
            We found Bumstead's body outside
            your office. But we didn't find his
            head.
                   (beat)
            We also got photographs of you and
            the Danvers girl. Hours before you
            killed her.

David suddenly can't speak.

                         HUSSELBECK
            There's talk of you and McPherson's
            wife, David. Anything to it?

David shakes his head, no.

                         HUSSELBECK
            Talk is she had you handle her
            husband and her boyfriend so she
            could put in with you. What about
            that?

                         DAVID
            No...

                         HUSSELBECK
            Now the boy, David... The one that
            was watchin' you, lost his head
            outside your building.



                                                          117.


                         DAVID
            First you think I killed the men
            she was schmoozing around with, now
            you think I did in the poor kid
            that was just following me. When I
            turn up daisies you'll think I
            killed myself.

                         MARSHALL
            You haven't heard us say you killed
            anybody, David. You're the one that
            keeps saying that.

                         DAVID
            Haven't you anything better to do
            that popping your head in here at
            this ungodly hour of the night?

                         MARSHALL
            We would if you'd quit lying to us.

                         DAVID
            You better watch it...

                         HUSSELBECK
            If you say there's nothing going on
            between you and the McPherson girl
            you're a liar and I'm telling you so.

                         DAVID
            Thanks for the tip.

                         HUSSELBECK
            Are you going to let us in?

                         DAVID
            Does it look like it?

A noise from inside. Something fell, hard.

                         HUSSELBECK
            It looks like.

                         DAVID
            Yes, it does.

Husselbeck throws open the door.

INT. DAVID'S APARTMENT - CONTINUOUS

David's glass of booze has hit the floor.

Marion and Frank on the couch, in the same position.



                                                          118.


                         HUSSELBECK
            What are you up to here?

                         DAVID
            Don't be in a hurry, boys.
            Everything can be explained.

                         HUSSELBECK
                   (sneering)
            I bet.

                         DAVID
            May I present to you both Detectives
            Husselbeck and Marshall. Chicago's
            finest.
                   (to Husselbeck and
                   Marshall)
            Boys, this is Marion McPherson and
            Frank Napier.

                         FRANK
            How do you do.

                         DAVID
            Marion here is an operative in my
            employ - since yesterday.

                         MARSHALL
            I don't believe --

                         DAVID
            Mr, Napier here called me into his
            home yesterday evening to hire me
            to try and locate something Murdock
            had stolen from him just before he
            was bumped off. Then you showed up
            at his apartment and I had to
            underhand you to keep my client
            confidentiality in check. Napier
            just wanted an ancient artifact
            that was stolen from the bank where
            he was keeping it - the same bank
            that Murdock was employed by.

Husselbeck's getting angry.

                         HUSSELBECK
                   (to Frank)
            Well, what have you to say to that?

                         FRANK
            What is there to say?



                                                          119.


                         HUSSELBECK
            How 'bout the facts?

                         FRANK
            Everything he just told you is true.

                         HUSSELBECK
            And what about all the boys at the
            Station - why is everyone so afraid
            of you?

                         DAVID
            Well, now, I don't know about his
            other exploits but--

                         FRANK
            I give donations under the table to
            several of your fellow police
            officers, in hopes that they keep
            an out for interesting... artifacts.

Husselbeck's fed up.

                         HUSSELBECK
            Alright! Get yer hats!

David laughs.

                         DAVID
            Oh cool off, Clarence! Can't you
            see when you're being kidded?!

                         HUSSELBECK
            No, but we'll sort it out with
            everybody at the station.

Frank's hand digs deeper into Marion's back.

                         DAVID
            Oh, wake up, Clarence! You're being
            kidded! When the bell rang I said
            to Miss McPherson here and Frank
            it's those jokers again. They're
            getting to be nuisances. When you
            hear them going, one of you make
            some noise and we'll see how far we
            can string them until they tumble.

Clarence slugs David. He manages not to fall, but looks like
he's going to punch back.

Immediately after the blow Frank readies to fly. He extends
his fingers and all the nails instantly grow and sharpen.



                                                          120.


                         HUSSELBECK
            Cut it out, David.

                         MARION
            No, David! No...

Her words stop him. Frank relaxes.

                         DAVID
            Well then, they better get outta here!

                         HUSSELBECK
            The only thing I need on you is one
            single shred of proof, David. One.

He turns.

                         HUSSELBECK
            Come on, Phil!

They both leave, slamming the door.

                         FRANK
            I'm quite impressed, Bannister.
                   (beat)
            Do we have a deal?

                         DAVID
            First, you're going to get away
            from her.

David grabs Marion by the arm and yanks her off the couch.

                         DAVID
            Then you're going to tell me why I
            should go along with any of this. I
            want out, of all this, but that
            doesn't mean I'm about to align
            myself with you!

                         FRANK
            With the girl and the young cop
            you're now suspected of four murders,
            Bannister. If I don't kill you
            you'll still be hunted across the
            globe for three murders and the
            beheading of a police officer. But
            if you walk away now you won't ever
            see me again, and I can make sure
            you're cleared of everything you're
            accused of.



                                                          121.


                         DAVID
            Why this?! Why make me choose?! Why
            not just kill me now and take the
            girl!?

                         FRANK
            I was a man once, David. I'm not
            without my manners. Not that I don't
            delight in watching you squirm.

David paces the room for a long time, the smoke increasingly
filling the room.

                         DAVID
            I'll need a couple days to think it
            over.

                         FRANK
            You have one. And David... There's
            nowhere you can go, where I won't
            find you.

In an instant Frank is gone. The breeze from the night
outside billows the drapes of the open window.

                                            DISSOLVE TO:

INT. DAVID'S APARTMENT - LATER THAT NIGHT

David sits on the very edge of the bed. His face is in his
hands.

He just sits there, breathing.

INT. DAVID'S APARTMENT, BATHROOM - NIGHT

Marion, knees pulled tight to her chest, sits in a full bath.
Her wet hair is like a thousand little tendrils, criss-
crossing her entire face - a new kind of obstruction.

She turns her head in the steamy, smoky bathroom - too lost
in thought to even be alive.

EXT. STREET - NIGHT

David and Marion clutch each other's hand as they walk down
the dark, smoke-filled streets of Chicago.

David, stone-faced, huddles tighter in his coat from the
cold. His face is hidden under the shadows from his hat. The
two of them say nothing for a long time, not knowing what to
say.



                                                          122.


                         MARION
            You were just going along with him...
            to get him to leave... weren't you,
            David?

                         DAVID
            Of course, sweetheart. Of course.

The moonlight glistens off the tear streaming down her cheek.

EXT. EVY'S APARTMENT BUILDING - NIGHT

David stops outside Evy's apartment complex. He grabs Marion
by the shoulders and looks dead in her eyes.

                         DAVID
            Go to Evelyn's and stay there this
            time. Lock all the doors and windows
            and don't let anybody in. I want
            you to pack a bag. When I come back
            we're leaving.

                         MARION
            But he said...

                         DAVID
            I know what he said. But if he finds
            us we're dead.

He plants his lips on hers.

                         DAVID
            Go right now.

He turns and walks away.

                         MARION
            David, I...

But he doesn't stop walking. She turns and goes inside the
building.

INT. DAVID'S APARTMENT - NIGHT

David digs frantically through one of his drawers. He yanks
something out and shoves it in his shirt pocket.

He throws his overcoat on the floor.

He picks up his .38 and shoves it into his holster.

David goes into the kitchen and picks up a glass of scotch
sitting on the counter. He moves to take a drink but stops.



                                                          123.


David picks up two sharpened wooden stakes.

The very full glass of scotch still sits on the table.

INT. DAVID'S OFFICE BUILDING, ENTRANCE CORRIDOR - LATER THAT
NIGHT

A key turns. Then stops suddenly.

The main entrance door of the building creaks open slowly as
Clarence barely nudges it open. Something's not right.

Clarence carefully walks through the downstairs lobby. It's
so utterly quiet his shoes clank on the hardwood floors with
each step.

STAIRS

Clarence, incredibly slowly, trudges up the stairs to the
office. With each step the wood underneath groans or creaks.
It's as if the building itself is calling out to him.

The stairs are dark, littered with creeping shadows. Clarence
looks to his right - on the wall, one of the pictures is
crooked.

He keeps walking.

INT. BANNISTER'S OFFICE BUILDING, RECEPTIONIST'S OFFICE -
CONTINUOUS

The door from the stairs creaks open slowly as well.

Clarence casts a shadow over the entire room as he enters,
his movements are slow and tense. He flips on the light switch.

Nothing.

Clarence walks further into the room. His shoes on the carpet
are the only sound in the entire place.

Beneath one of them glass suddenly crunches. He stops, lifts
his foot up.

It's so dark, he can't see anything.

Lightning quickly pops outside, sending a flash of light
into the dark room for a moment. Moment enough for Clarence
to see the broken lamp shattered across the carpet.

Another flash of lightning and the entire room is exposed.

Under his hat Clarence glares at the mess.



                                                          124.


Office supplies have been thrown carelessly onto the floor.
Belongings have been toppled over. Evy's desk is an utter
disaster area.

Clarence just stands there. His emotions hidden under a veil
of shadow.

INT. BANNISTER'S OFFICE - NIGHT

The door opens without a sound, incredibly slowly.

David's office is a mess just like the rest. Moonlight
streams in through the open venetians, past the smoke and
haze, and past the etching of the name "David Bannister" on
the huge window outside.

There, on the floor, where the etching of David's name casts
a huge shadow onto the carpet, lies the body of Evelyn
Somerville.  Broken. Bloody. Mutilated.

                         HUSSELBECK
                   (sighing)
            Jesus Christ, David...

Clarence bends down, taking off his hat and tossing it aside.
He turns Evy's face the slightest bit to get a closer look.

It dawns on him.

He turns to run, but something stops him -- Evelyn's clawed
hand around his throat.

Clarence looks down at the girl. Her eyes are open and yellow.
Her tongue trails through a maze of razor-sharp teeth. The
transformation has already started.

Clarence can't move as Evy stands up effortlessly, never
losing her grip on Clarence's throat. She pulls Clarence
closer.

                         EVY
            The office... is closed!

She extends her arm and Clarence flies across the office. He
crashes down onto David's desk, so hard it crumples beneath
him into kindle.

Clarence's groggy body struggles to even move amidst the
wreckage as Evelyn stalks closer. Evy grabs him by the ankle
and drags him free of the debris. Clarence manages to hold
onto one of the broken table legs, and takes it away with him.

Evy hoists Clarence to his feet, throwing him by his tattered
shirt against the wall. Clarence fights back.



                                                          125.


He swings the heavy oaken table leg, connecting several times
against the mushy cranium of the dead girl.

After a few hits, Evy swings her mighty arm and slashes
Clarence across the chest with her razor-claws. Four lines
cut through Clarence's shirt, and flesh. Bloody and in pain,
Clarence staggers backwards, stopping when he falls against
the window.

Evy howls an unnatural hiss at Clarence, past the maze of
teeth, and charges.

Clarence does all he can and extends the wooden object in
front of him.

Running blindly, Evy impales herself onto the wooden object.
Clarence turns his hips and sends Evy sailing through the
window, glass shattering everywhere, and onto the street below.

The thing howls until there is a deep thud. And it stops.

After a long moment, as the dust settles, Clarence, grabbing
his chest, looks down out the window.

In the street, Clarence can see the thing that was once
Evelyn writhing in agony. Blood pours from the chest wound,
buried right into her heart.

Flesh begins to melt away at the site of the wound, burning
away as if near a flame. Evy howls, not a human howl, at the
pain.

After a long and gruesome display, all that's left of Evelyn
Somerville is a puddle of burned flesh, sticking to the
asphalt like butter in a warm pan.

Clarence suddenly remembers. He jolts to his feet.

INT. FRANK'S HOUSE, BACK BEDROOM - LATER THAT NIGHT

The room is large, but dark. Smoky, like everywhere else.
Almost entirely void of that antiquarian furniture that seems
to litter Frank's house, all but a rather large and intricate
rug on which a female figure lies, unconscious.

Marion. Sprawled face-down into the extravagance. She's not
dressed like her usual conservative self.

She suddenly stirs awake and sits up, still sprawled across
the floor. She quickly takes in her surroundings.

She sees the cocktail dress she's been put in. Low cut.



                                                          126.


The antique door handle creaks and turns slowly. The big
double-door crawls open slowly.

Frank enters carefully, not wearing a shirt. Marion is
practically frozen. Not terrified, more unsure.

                         MARION
            Where am I?

He doesn't say anything.

                         MARION
            Where's David?

Frank walks closer and bends down very slowly onto his knees
in front of her. After a moment, he brushes her tattered,
greasy hair out of her eyes.

His demeanor has changed. It's a different side of him -
careful, sensual almost.

After a moment,

                         MARION
                   (scared)
            Why are you doing this?

He stops what he's doing.

                         FRANK
            We are what we are, Marion.

He turns his head and looks to the big, ancient mirror
resting in front of the fireplace, stretching up the wall.
In it, Marion lies on the floor, all alone.

                         FRANK
            When you look in the mirror you see
            your face... aging, scarred,
            wrinkled, sad -- because that's how
            you perceive it.

He looks back to her. She still searches the mirror for
something that's not there.

Frank stands slowly and walks closer to it. He leans against
the fireplace mantle with his hand. He doesn't turn back to
her as he speaks.

                         FRANK
            That's why you wanted what you
            didn't understand. Why you wanted
            what I could never give you. What I
            wouldn't.



                                                          127.


He looks to her. She finally looks back.

                         FRANK
            But I don't have that luxury. When
            I look in the mirror... I see
            nothing. Nothing but my scars.

He takes a few steps towards her. Her chest heaves with fear.

                         FRANK
            When you become like me you're able
            to heal from just about anything.
            Eventually, even bone will grow
            back... But not your scars. It's
            the only part of you that's still
            human -- the only tissue anyway.
                   (beat)
            That's why they won't heal - because
            the human side of you is dead...
            The human side of you never heals,
            Marion. It never gets better.
                   (beat)
            I have many scars from my life --
            but only one I bear with sadness.
            My last scar.

Frank moves his neck into the light -- revealing two small
scars in close proximity. His bite mark, from ages ago.

He walks closer to her.

                         FRANK
            The last part of me that was human.
            It will never heal. It will never
            fade. It will only float in the
            mirror for all eternity, so that I
            never forget what I am. What I was.

He bend down to her once again.

                         FRANK
             Do you still want death?

                         MARION
            ...No...

                         FRANK
            Then that is what you shall have.

He moves in for her neck.

The bite is softer than the others, not vicious. Almost tender.



                                                          128.


Blood begins to flow down her shoulders and back. Until it
stains her cocktail dress.

Marion's eyes widen. Pain, ecstasy -- who knows.

Frank's nails dig into her flesh as he clutches her body
tighter.

For a long time they sit there, wrapped inside one another.

                                            FADE OUT

INT. DAVID'S APARTMENT - LATER THAT NIGHT

A soft knock at the door.

After a moment, it opens.

Clarence stands in the doorway, head down, soaked to the
bone from the rain, dead silent.

Incredibly slowly, Clarence looks up.

                         HUSSELBECK
            Evelyn's dead.

Long beat.

                         HUSSELBECK
            I believe you...

EXT. FRANK'S BUILDING - NIGHT - RAIN

Husselbeck's police cruiser is parked across the street from
the massive Underground complex.

Husselbeck and David get out in unison.

David looks at the massive, sprawling thing.

It's even more terrifying now, amidst the fog and rain. And
dread. Looming high over them both like some huge, Gothic,
silhouette.

David stops, looks to his friend who is at parked at the trunk.

                         DAVID
            Are you ready for this?

Clarence opens the trunk of his car. He pulls out a police
shotgun and slams the trunk lid down.

                         HUSSELBECK
            Let's do this.



                                                          129.


The rain patters over them, endlessly.

INT. FRANK'S BUILDING - FOYER - CONTINUOUS

The inside is even more terrifying than the out. The creaky
old place is full of shadows - every angle, every corner
casts a multitude of lines across the vast, empty interior.
The wind howls. The building creaks.

INT. CAGE ELEVATOR - NIGHT

Going up.

The elevator rumbles along, horribly slow. The metal groans.

Both of them are dead silent.

Shadows caress both their faces. Up and down. Up and down.

INT. FRANK'S BUILDING - TOP FLOOR - NIGHT

Standing in front of the door.

                         DAVID
                   (quiet)
            We're getting Marion and getting out.

                         HUSSELBECK
                   (quiet)
            I can live with that.

David bends down and silently spends a few beats, picking
the lock.

The door opens. David looks surprised.

                         DAVID
                   (quiet)
            I guess he's expecting us.

David starts to slowly open the door. It creaks loudly in
the dead silent building.

                         HUSSELBECK
                   (quiet)
            Wait.

David stops.

                         HUSSELBECK
                   (quiet)
            Let's come back when he's sleeping.
            We'll just grab her and get out.



                                                          130.


                         DAVID
                   (quiet)
            If we wait til morning Marion will
            be dead.

Clarence stops David.

                         HUSSELBECK
                   (quiet)
            Maybe she deserves it.

                         DAVID
                   (quiet)
            Fine. Stay here. He'll just kill
            you next.

David goes in, as quiet as a cat.

INT. FRANK'S HOUSE - CONTINUOUS

The clocks TICK.

The Penthouse is all the creepier now. With darkness
pervading any one of its multitude of shadows can spell quick
death.

The wind howls.

We can hear David breathing.

Husselbeck comes in.

The door slams shut behind him. It moved on its own.

Clarence holds his shotgun tighter.

For the longest time there isn't another sound, except the
clocking ticking away monotonously.

David and Clarence look around, searching for signs of life.

But there are none.

David motions for the stairwell with a nod of his head as he
looks around a corner into the kitchen.

It's empty.

David looks back out, at the stairwell.

Clarence has his back turned, looking at David.

Frank stands just behind him.



                                                          131.


                         DAVID
            Clarence!

Clarence spins around, cocking the shotgun quickly, and
points it right at Frank's gut.

As if it were nothing, Frank grabs the gun by the barrel.
And with a flick of his wrist sends Clarence, and the gun,
over the railing. He crashes to the floor below. Out.

David runs to the bottom of the stairwell to check on him.

                         FRANK
            Honestly, I wondered if you would
            show. You seemed so indifferent to
            her troubles.
                   (beat)
                   (sarcastic)
            And I had such high hopes for you.

                         DAVID
            Where's Marion?

                         FRANK
            If only you could see how alike you
            and I really are.

                         DAVID
            I am nothing like you.

                         FRANK
            We are two reflections, David, in
            the same mirror.
                   (beat)
            You and I lust for the night, David.
            We long to live inside it. To be
            consumed by it. We both bow before
            an addiction, an addiction we both
            have tried to escape. But an
            addiction that follows us, into the
            very darkness that bids us. I do it
            because I'm forced to. I do it to
            survive. You do it... because you
            enjoy it.
                   (beat)
            At least I don't try to lie to
            myself about it. You're a killer,
            David! That's what you do! But you
            try to hide your bloodlust by
            killing crooks! You love the night,
            David... because there, you don't
            have to show your face.
                   (beat)
            Now... who's the bad guy here?



                                                          132.


                         DAVID
            Where is she?

Looking around, cocky,

                         FRANK
            She's around... somewhere.

Suddenly stern,

                         FRANK
            You'll just have to get by me first.

David acts. He reaches out and yanks one of the wooden
supports from the stair railing. Long, thick, like a baseball
bat - it just happens to be extremely sharp on one end.

David holds this in front of him, taking several steps up
the stairwell, suddenly confident.

                         DAVID
            I can stop you.

Frank lets out an uncontrollable laugh. David looks confused.

                         FRANK
            Oh, REALLY?

Frank, calm as a hindu cow, slowly walks down the steps
towards David.

David can't move, stricken with fear. That confident demeanor
of his has completely evaporated.

Frank, like lightning, grabs the jagged stake, still in
David's hand.

With a squeeze of his hand, the stake crumbles into dust.
Frank yanks the rest free from David's hand and tosses it
aside.

David's eyes widen with a sudden terror just as Frank grabs
him by the throat once again and lifts him off his feet.

David can't breathe. He claws at Frank's hand but it's
positively hopeless. He's choking.

Frank only wrenches tighter, the anger and hate in his eyes
speaking for him.

                         FRANK
            What hope do you have against me...
            little man?



                                                          133.


David, still struggling to breathe, reaches blindly into his
jacket pocket.

He pulls out his gun and starts firing just as blindly from
waist-level.

Blood explodes as the bullets hit Frank in the chest. But
his smile doesn't fade a bit. The bullets might as well be
flies.

Bits of the wall fly across the room as bullets impact and
ricochet.

David fires again. This bullet somehow catches Frank directly
in his eye. Blood explodes as Frank's cocky face suddenly
morphs into shock.

He spins around and takes flight, howling. Disappearing with
a blur into the shadows of the house.

David collapses onto the stairs, suddenly being released
from his precarious height. He gags and coughs for several
moments, trying to gather himself.

When he has he runs over to check on Clarence, who's coming to.

                         DAVID
            Come on.

He struggles to get Clarence to his feet.

Something blurs past in a shadow above their heads. They
both look up. It was too fast to see.

Husselbeck gets to his feet, clutching his shotgun.

Another shadow moves, blindingly fast. Husselbeck fires.

A bit of wall explodes. He cocks the gun.

A shadow moves just in front of them. He fires.

The banister explodes.

A shadow jumps. A black blur.

Husselbeck's face is slashed. Claw marks and streaks of blood.

David grabs him and runs. Ducking into the kitchen.

KITCHEN

Husselbeck collapses.



                                                          134.


David literally drags him into the pantry and shuts the door.

PANTRY

There is hardly any light at all in this dark pantry.

Husselbeck is gasping for breath.

                         HUSSELBECK
            Ho--How?!

David yanks out his .38 and a stake from his pocket.

A shadow moves beyond the door.

They are dead silent. Not even breathing.

Something moves, farther away.

                         DAVID
                   (quiet)
            We have to get Marion and get out.

                         HUSSELBECK
                   (quiet)
            She's gotta be upstairs.

                         DAVID
                   (quiet)
            He's blocking the stairs.

Husselbeck thinks for a moment.

                         HUSSELBECK
                   (quiet)
            Fine. I'll stay down and draw his
            fire. You run up there, grab her,
            then we all get the hell out.

Breathing.

Creaking noises outside.

                         HUSSELBECK
                   (quiet)
            Are you ready?

David clutches the stake as hard as he can.

                         DAVID
                   (quiet)
            I'll go first.



                                                          135.


                         HUSSELBECK
                   (quiet)
            No... I have to.

Clarence extremely slowly reaches up to the door handle.
Turning it as quietly as he can.

                         DAVID
                   (quiet)
            Quiet.

Just as the thinnest streak of light pours in from outside
the door is thrown open. Before either of them can blink
Husselbeck is dragged out and the door slams on David.

David reels back in terror, crouched into the corner.

KITCHEN

Husselbeck is forced against the door, screaming.

He's being ripped apart.

Not by Frank - something else.

PANTRY

After a moment of hearing him scream David moves to open the
door but something is blocking it.

Husselbeck continues to scream, breaking the silence of the
quiet manor.

KITCHEN

Husselbeck, in agony. Blood flies everywhere.  Something is
ripping at his jugular.

PANTRY

The screaming stops. A streaking sound like he was pulled
across the kitchen floor.

David can't move.

There is no sound.

For the longest time, David doesn't move. He only tries to
stifle his terrified breathing.

After what seems like ages David finally, slowly, motions
for the handle.

KITCHEN



                                                          136.


As the door, incredibly slowly, creaks open.

David pokes his head out.

A pool of blood lies jut outside the doorway. It streaks
across, like he was pulled away. Husselbeck is nowhere to be
found.

David, on all fours, crawls as quietly as he can out, into
the foyer again.

FOYER

The blood streaks into a wall of shadow, under the stair well.

David gets on his feet, trying to be silent.

Something moves beneath the stairs.

The shadow gives way and the monster finds a tinge of light.

A huge, skulking thing, inhuman, hunches over husselbeck's
body, eating from his chest.

Husselbeck's dead eyes are aimed right as David, as he starts
up the stairs.

STAIRS

Each step creaks. He tries not to but it's hopeless.

Something growls.

After what seems like a lifetime, David is at the top.

After a moment David stands and staggers in the direction
Frank entered from earlier.

He comes upon a set of big double-doors, too old and sturdy
to be native to this house. He flips the lock off and opens
them, quietly.

INT. FRANK'S HOUSE, BACK BEDROOM - CONTINUOUS

Marion lies on that big rug, in the same position as before.
Only now she lies in a big pool of her own blood.

David runs to her and grabs her in his arms.

                         DAVID
            Jesus Christ, Marion...

He clutches her bloody head in his hands. Her face almost
disappears there's so much blood.



                                                          137.


                         DAVID
            Wake up, sweetheart... Wake up.
            Wake up.

He smacks her face lightly a few times to try to stir her
awake. But she does not.

                         DAVID
            Wake up Godammit!

He lets the palm of his hand rip across the side of her face.

Her eyes open. She's confused but she comes around slowly.

                         DAVID
            That's my girl.

                         MARION
            David?

                         DAVID
            I'm here.

                         MARION
            What's happened? Where am I?

                         DAVID
            Everything's fine. We're getting
            out of here.

                         MARION
            No!

Suddenly, she's full of energy. She springs to her feet,
yanking David's gun away as she does so.

She puts some distance between her and David.

David looks confused. She aims the gun at him with bloody,
shivering hands. She tries to steady the weapon with her
other hand, but the blood pouring from her neck wound
requires the attention of one of them. So she puts it to her
neck, trying to stop the bleeding.

That doesn't stop her from pointing the gun at David.

                         DAVID
            Marion, what--?

                         MARION
            Just... stay there, David.

                         DAVID
            You're hurt.



                                                          138.


                         MARION
            I'm fine!

David glares at the wound beneath her hand.

                         DAVID
            You're... bit.

                         MARION
            I won't change. I would have to
            drink from him. He just wanted to...
            punish me.

                         DAVID
            How do you know all that Marion...

                         MARION
            Stop asking questions!

The gun shakes more. Tears stream down her face.

David, after a moment,

                         DAVID
            You're good, kitten.

                         MARION
            What in the world are you talking
            about?

                         DAVID
            That act. The distressed damsel,
            finally taking a stand. You could
            be an actress.

                         MARION
            Shut up, David.

David takes several steps closer, not minding the gun pointed
at him, it's shaking so badly now.

His caring confidence begins to evaporate - anger begins to
permeate.

                         DAVID
            You didn't send Murdock into that
            alley HOPING he would get plugged.
            You KNEW it. Because you were there.

                         MARION
            You have to understand, David. I
            love him. Frank. I love him more
            than anything. More than my husband.
            More than you... And I would have
            done anything to be with him!



                                                          139.


                         DAVID
            Murdock found out about you two,
            didn't he? Lemme guess, Johnny-
            boy's the jealous type, right? Would
            have gone off his block if he knew
            you were with another man. So you
            needed protection, is that it?

                         MARION
            Something like that.

                         DAVID
            But after it was all done you didn't
            want him anymore. You only wanted
            to be young and beautiful forever,
            right? And when it was all done,
            when it had given you what you
            wanted, you just wanted to go back
            to Ira, and live in that big house
            and spend all that money he surely
            lavished you with! But Napier
            wouldn't do it, would he?! So you
            were gonna string him loose.

He's on her now, right in front of her, looking her dead in
her eyes.

                         DAVID
            Only... you don't exactly just kick
            a monster like that to the curb
            when you're done with him, when
            it's served it's purpose! Am I right?!

The gun is shaking so badly now - it looks like it's about
to fall out of her hand. She can't breathe. Tears are
streaming down her face. Blood still pours from her wound,
despite her hand covering it.

                         MARION
            David... Please... Stop....

                         DAVID
            That's why you needed me. Protection
            from your protection! You knew that
            I could probably handle myself
            pretty well against it. And that if
            I got too deep in it I wouldn't
            believe any of the nonsense about
            him for a second! RIGHT?!

                         MARION
                   (sobbing)
            David...



                                                          140.


                         DAVID
            Stop it right now! And when Napier
            learned what you were doing with me
            he came after your husband! To get
            at you! Stop your crying! The bodies
            are piling up, Marion! We're both
            on the line here! Get straight with
            me right now!

He grabs her by her shoulders. She's practically limp in his
arms.

                         DAVID
            When you were done with me, when I
            had served my purpose, what then?
            You bring someone else in and use
            him too? Kill ME too?!

                         MARION
            Stop it, Bannister!

                         DAVID
            Look. None of that matters now.
            Whether he loved you or you loved
            him doesn't make any difference!
            He's out there right now and he's
            coming for us both!
                   (beat)
            We have to go. Give me the gun.

She pushes him away as best she can. She holds the gun firm
out in front of her, aimed at David.

                         DAVID
            He wants to KILL you, Marion!
                   (beat)
            Give me the Godamned gun!

She drops it. David bends down and picks it up.

She's crying and weak. She can barely stand. Her voice is
like a whisper now.

                         MARION
            But... how are you going to stop him?

                         DAVID
            You forget... I'm good too,
            sweetheart. And I've picked up a
            few new tricks.

David reaches in and removes a wooden cross from inside his
coat.



                                                          141.


                         DAVID
            Thank you Mr. Stoker.

INT. FRANK'S HOUSE - TOP OF STAIRS

Just as they begin to rush down the steps a deep bellow of
agony and anger escapes from somewhere in the distance. An
instant later, Frank leaps though the window at the top of
the stairs, as though he were in flight, spilling bits of
glass everywhere.

He breathes deeply in his anger, his massive shoulders rising
and falling a great deal with each gasp.

His face is bloody from where the bullet hit him in the eye.
The eye now squeezed shut but still oozing yellow puss.

But it doesn't end there. His entire face is extremely
transformed - his fangs are longer than ever. His tongue
slithers through the maze of them like a snake. His eyes are
dilated and yellow - a big yellow moon in his one remaining
operational socket. His brow comes to a point in the center
of his head, his cheekbones raised and extending to inhuman
lengths. He's monstrous.

His shoulders have grown. His fingers are longer than before,
the nails just as long. Blood everywhere. He is absolutely
more vampiric than ever before.

David puts Marion behind him.

Stricken by fear David can't move. He gets clocked in the
jaw by a backhanded fist from Frank Napier.

David rocks against the railing, and tumbles down a few steps.

Marion is left, bleeding and whimpering, with Frank as he
stares her down with inhuman eyes.

Oddly, he caresses her whimpering face. Just before he grabs
her by the jaw with those powerful hands.

David reappears and comes between the two, breaking his grip.
David sticks the wooden cross out in front of him to fend
him off.

Nothing. Frank only smiles back.

David looks at the cross, shakes it as if the batteries are
dead, then sticks it out again. Still, nothing.

Frank grabs it and breaks it in two.



                                                          142.


David shrugs and delivers a solid right-cross across Frank's
jaw. It does nothing.

Frank just stands there.

David slowly extradites his gun from inside his coat and
shoots Frank once, directly in the heart.

Frank staggers back, but limps back up the stairs.

David fires the rest of the rounds into his chest. But each
round is less devastating than the previous. He just keeps
coming.

David raises the broken cross when Frank is close enough,
and jams it home, right into the meat of his neck.

The wound gushes blood. Smoke pours from the wound.

He falls backward, bellowing with pain.

David and Marion head straight for the door.

INT. FRANK'S BUILDING - CAGE ELEVATOR

David slams the door shut with the two of them in the
elevator. They're like sitting ducks.

David grabs the lever and throws it all the way down. The
cage rockets downward, way too fast to even be safe.

As the thing rockets down somewhere, above, a howl of pain.
Then an explosion of wood and debris.

INT. FRANK'S BUILDING - FOYER

Just before the elevator would have crashed David throws the
lever back, stopping it just enough for them to survive.
They're thrown to the floor, dazed.

Frank lands in the foyer in front of them, on all fours. He
must have jumped.

David sees this and grabs MArion, yanking her to her feet.

He throws open the cage door as fast as he can and heads for
the front door.

EXT. FRANK'S BUILDING - NIGHT

David and Marion rush out of the house and into the street.
David is sure to pull Marion along even faster.

The front door of Frank's place explodes.



                                                          143.


Frank stands in the doorway, as the rubble falls around him,
silhouetted in the interior light from the house, heaving in
oxygen.

He leaps forward and chases them on foot.

EXT. CITY STREET - NIGHT

David and Marion race through an intersection as they pass
further into the city limits. Two cars just narrowly miss
hitting them and collide with one another.

David ducks into a back alley, pulling Marion close behind
him. They disappear into the darkness.

EXT. ALLEY - NIGHT

David and Marion run through the dark alley. Shadows dance
everywhere, careening off drastic angles and dark corners of
the alley, piercing through the fog of the city.

The alley is still soaked from the rain not long ago. Slick
walls and brickwork toss reflections of moonlight everywhere -
only aiding the incredible shadows to dance longer.

David and Marion race through the alley. With each step their
feet splash into a new puddle, dousing them every second.
Each step echoes with a watery splash that rings out in the
quiet alley.

David notices this and stops Marion as quickly as possible.
He looks around quickly for something, then quietly hushes
her into a corner.

He holds her close and covers her mouth. Together, they back
very slowly into an angle in the alley. As they back up
slowly they pass through a line of shadow - and disappear
completely.

Moments later, as Marion weeps silently under David's grasp,
Frank slowly lurches into the alley.

The light from outside the alley is behind him as he enters,
silhouetting him in blackness - nothing more than a black
outline of the thing he's become - animal traits are
beginning to appear. Longer fangs, larger jaw, wolf-like feet.

His monstrous shadow lurches over the entire alley, 15 feet
long, everywhere, as he slowly enters the blackness.

His snarling breath is the only sound that can be heard in
the silence of the alley. Elsewhere, men and women still
patter around on the concrete, running for their lives - but
their sounds are so distant by now, it's almost as if they're
not even there.



                                                          144.


He takes careful steps, cocky as ever. His wolf-like feet
patter against the wet brickwork of the alley. His foot casts
no reflection in the puddle.

He stops suddenly. He sniffs the air.

Frank carefully follows his nose, until he comes to the point
where David and Marion ought to be. Instead all that's there
is David's bloody coat.

Frank picks it up and rips it in half with a snarl, his
hideous face and form still partially hidden under a veil of
darkness in the shadowy alley.

Frank's nose hisses again as it intakes. Before he can turn
around Frank is impaled straight through the heart by a cast-
iron rod.

David slams it home, with both arms for full leverage.
Frank's body heaves upwards from the impact, hanging from it,
off the ground, for a moment before David releases it and he
tumbles to the ground.

David immediately runs through a metal door, leading into
one of the buildings, with Marion literally in tow behind him.

In the alley, in extreme pain it would seem, Frank slowly
crouches onto his knees, huddled over the five-foot rod in
his heart.

He grabs the end of the rod with those clawed hands carefully.
And pulls.

EXT. CHICAGO ALLEYWAYS - NIGHT

A wolf-like howl of agony echoes throughout the town.

EXT. MAGNIFICENT MILE - NIGHT

Beautiful Magnificent Mile. A centerpiece of Chicago. Smoke
and haze wrap the massive buildings lining each side of this
mile-long stretch of road. The streets and sidewalks are
full with pedestrians who just heard their last calls only
minutes earlier.

David and Marion practically leap out of a set of heavy
double doors and onto the city sidewalk. Once they're through
David is sure to close and lock the heavy doors as quick as
he can.

Just as soon as he does he grabs Marion and they take off
again.



                                                          145.


An instant later the doors explode. Frank leaps out from
behind the debris, on all fours, like the wolf he is. Frank
is still transforming. His features have become even more
animal-like, more like The Thing we saw first in the alley.
Not quite man, not quite wolf. He's become more animalistic,
filled with an unrelenting rage.

The Thing slashes at the first person it sees, across the
stomach. Blood and internal organs fly across the sidewalk.

A woman screams. The crowd scatters in panic at the sudden
onslaught of blood, running any way other than towards The
Thing.

David struggles to push the pedestrians out of his way as he
drags Marion behind him. But the panicked, confused people
obstruct him and David is forced to slow. It's a circus.

The Thing runs into traffic, as the people all around him
scramble for safety. A cab swerves to avoid hitting it and
plows into fleeing pedestrians, hurling one through a shop
window. Mass confusion. People screaming. It's madness. Frank
just tears through anyone in his way, literally, never taking
his horrible blazing yellow eyes off of David and Marion, as
they race through the screaming masses as fast as they
possibly can.

EXT. MICHIGAN AVENUE BRIDGE - NIGHT

Fog curls around the supports of the great bridge.

David and Marion hustle across the positively deserted bridge.
Frank, in the distance, stalks after them slowly, bloody as
hell and even angrier than before.

Marion can't breathe. She stops and collapses onto her knees.
David doesn't let her - he yanks her up and literally drags
her away.

Frank doesn't falter. He stalks after them down the bridge,
slowly, on all fours, one step after the other.

EXT. UNION STATION - NIGHT

David, frantically running down the sidewalk, screeches to a
halt when he sees the massive train station. Beautiful, but
crumbling with age. The shadows of the building caress every
angle in the dark of night.

David yanks Marion through the main entrance.



                                                          146.


INT. UNION STATION - CONTINUOUS

Somehow, it's just as magnificent inside, even if it is
falling apart, crumbling at the seams. The huge main room
with the vaulted ceilings that reach for the Heavens, the
dirty and tired old stone-work. If not for the dust and fog
everywhere, not to mention that it's falling apart like
everything else here, it might be considered a work of art.

The train station is littered with people - late-night trains
still run. David and Marion must push through a few people
here and there as they race frantically across the Station,
but for the most part, they are unabated.

Frank enters through the main door moments later, just as
they did, on two legs.

A police officer notices the blood covering him from head to
foot and steps in his way.

Until he sees Frank's face.

He tries to yell for help but Frank has already raised one
of his massive, clawed hands.

A single swipe. A policeman's head hits the floor. The body
crumples beside it an instant later.

A woman screams. Suddenly, the peaceful Station turns into a
riot.

The mass of people scatter. There's a fucking head rolling
around on the floor.

The masses head for the exits - left, right, whichever way
they can. They panic.

David and Marion are suddenly cut off. The mass of people
racing around them in circles prevent them from moving
anywhere fast.

Frank smiles.

Another man runs into him, in panic mode. Frank grabs him by
the throat, still with that grin, and snaps his neck
effortlessly.

Another body on the floor. The crowd steers around it.

Frank stalks forward.

INT. UNION STATION, TRAIN - NIGHT

David forces his way through the crowd of panicking people,
dragging Marion behind him.



                                                          147.


A train whistle hisses. Smoke fills the air.

                         TRAINMAN
            All aboard!

The sound of the train's engines coming to life. The wheels
begin to spin slowly.

David sees the train, ready to take off, and yanks Marion
towards it as fast as he can.

The train is already leaving, crawling along. David grabs
Marion by the hips and forcibly lifts her into the car. He
picks up a little speed himself, as does the train, and leaps
into the car.

It takes off down the track.

Frank stalks onto the loading platform. He looks around
quickly, searching for the two.

His nose sniffs. He looks towards the rumbling train, headed
down the el-track.

EXT. TRAIN - NIGHT

It rumbles along on the elevated track, it rounds a corner.

On the back, something moves.

INT. TRAIN CAR - NIGHT

The 30's style of train. Grungy inside, filthy even. Shadows
whir around each car uncontrollably as faint lights whiz by
randomly outside, in the dead of night.

David and Marion walk by a number of tired heads and sleep
people in the car. The men have their hats draped over their
faces, the women are snuggled into their pillows.

David and Marion keep walking, sweating and panting, until,

INT. TRAIN, SLEEPING QUARTERS  - CONTINUOUS

The sliding door to the empty sleeping quarters slams open,
and David and Marion collapse inside.

They're both panting and sweating. David holds his wounded
chest and refills his shooter.

                         DAVID
                   (panting)
            It's alright. We're safe.



                                                          148.


INT. PASSENGER CAR - NIGHT

The window explodes. Glass and debris everywhere as Frank-
Thing leaps through like the badass that he is.

The people instantly scatter, screaming, heading for the
other cars. Frank merely stands there, his massive shoulders
rising and falling, chest heaving, as he sucks down each
enormous breath.

INT. SLEEPING QUARTERS - NIGHT

A crash in the distance. They both look up.

David snaps his gun shut - reloaded.

He stands up, gun at the ready.

INT. SLEEPING QUARTERS CAR - NIGHT

They open the door and exit the quarters into the hall, and
look down the long hallway that is the train car. Shadows
dance by the windows to their rights.

Suddenly, an attack of glass and metal as Frank barrels
through the metal door that separates the cars. Their eyes
meet.

                         DAVID
            Go!

He pushes Marion down the hall in the other direction and
chases after her.

Frank slithers down, hunching over, and gallops after them
on all fours, like a wolf, once again.

INT. PASSENGER CAR - NIGHT

David and Marion race through another car. Chairs line both
sides, with only a narrow aisle for walking, making it
difficult to run.

Only one other man in this car, near the front, sitting in
his comfy little chair, wondering what the hell is going on.

Just as Frank hurls his transformed body through another
separator door. Metal and glass erupt. The lights begin to
flicker, strobing the car into darkness.

The man screams rushes out in front of Frank to get by him.
Frank just brushes the man away with a careless wave of his
arm.



                                                          149.


The man is hurled out the window.

Frank stands up once again, hissing with each angry breath.
The lights pop out for good. In the darkness his massive
frame still silhouettes in the car. A street lamp passes by
outside, illuminating the hideous Thing for an instant before
it whizzes by and throws the car again into shadow.

David puts Marion behind him as he slowly backs up. Frank
stalks towards them.

David opens fire. Each blast illuminates car for a splint
instant - just long enough to see blood squirt from Frank's
chest as each of the bullets hit him. And just long enough
to see him not flinch a muscle.

David's gun clicks empty. He continues to back Marion up
until she hits the door. He looks behind him.

This is the last car. Only blackness outside this window.

Frank knows this. He just stands there, heaving in oxygen,
his hideous form only a shadow in the dark car, as blood
flows from his mouth and behind his teeth onto the floor of
the car. His yellow eyes glow in the darkness.

He doesn't advance.

David slowly lowers his gun.

                         MARION
            H-How do we stop him...?

David looks at the shadowy beast in front of him. Lights
whiz by, highlighting the blood dripping from his fangs.

                         DAVID
            We can't.

                         MARION
            What?

David turns to her.

                         DAVID
            I can't stop him... but you can.
            You've always been able to.

                         MARION
            What are you talking about?

David looks Marion, dead-serious, deep into her beautiful eyes.



                                                          150.


                         DAVID
            You're what he wants, Marion.

She doesn't move. After a moment, she chuckles the slightest
bit.

                         MARION
            You're not... You--You wouldn't...?

                         DAVID
            Don't be silly. You're taking the
            fall.

David yanks her by her arm, towards Frank.

As the Thing stalks up behind her, only a shadow in the
darkness.

                         MARION
            You... never loved me... ?

Frank grabs her with his massive arm. For a moment, his
yellow eyes stare back into David's.

In an instant Frank is gone. Marion too. Out the window,
into the darkness.

David collapses into a chair, as the dark world outside races
by.

EXT. ALLEY - NIGHT - FOG

It's days later. David is wearing different clothes - his
hat, and a new trench.

He walks down the length of the alley, past the fog and smoke
rising from the manholes. He removes one of his hands from
his pockets, and pulls his hat down a bit, hiding half his
face in darkness.

Shadows dance everywhere in the incredibly grungy alleyway.

One of them moves.

In the darkness, it's unclear who it is.

A tin can is kicked over. David turns slowly around, not
frightened.

                         DAVID
            Been waiting for you, sweetheart...

The shadow moves closer. David doesn't move at all.

                                            FADE OUT



                                                          151.


                         THE END




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