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





















                   S E V E N O S I X 

                           by

                      Adam Johnson

























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



FADE IN:

EXT. THE NIGHT SKY

Silence. The night sky is still and unmoving.

From somewhere far away, nearly imperceptible at first, a
sound can be heard. Chanting. In the distance, and slowly
growing in volume, a thousand human voices chant the same
Biblical Latin verse in unison. Something moves in the sky.

    SUPER: IN WHITE, BIBLICAL LETTERS:


            "For the son dishonereth the father,
            the daughter riseth up against her
            mother, the daughter in law against
            her mother in law; a man's enemies
            are the men of his own house."

The chant continues to get louder and louder. The black sky
slowly is filled with haze, as a thick fog rolls over it.

A new super fades up:

    SUPER: IN WHITE, BIBLICAL LETTERS:


            - - Micah. Chapter 7. Verse 6.

The chant doesn't cease its growing intensity. The fog
continues to pour in, covering the night sky and all of its
stars.

The word "verse" fades, and is replaced by a colon.

    SUPER: IN WHITE, BIBLICAL LETTERS:


            7:06.

The fog completely drowns out the night sky. The chant
climbs louder still, until just as it passes its thunderous
crescendo--

INT. DELIVERY ROOM - DAY

A NEWBORN's first cry disrupts the chant, and stops it dead.

A DOCTOR lifts the baby from between its MOTHER's legs. It
continues to wail in the plain white, sterilized hospital room.

                                                            2.


                         DOCTOR
            Here you are, Mr. Smith, you have a
            very upset baby girl.

STEVE SMITH, 40's, and his beautiful, yet justifiably
exhausted, wife TERRI, 30's, laugh in the joy of the moment.

The doctor hands the couple their newborn girl, wrapped in a
blanket.

                         STEVE
            We did it, babe.

He kisses her on her sweaty forehead.

                         STEVE
            Ok, you did it.

They both laugh again, tears now streaming down both their
faces.

                         DOCTOR
            Do you have a name yet?

                         TERRI
            Ashley.

INT. SMITH HOUSE - DAY

Steve opens the front door and steps inside, a look of of
pride on his face. We finally get a better look at him.
Steve is in early forties, in shape but not powerful, with
fading brown hair, and eyes focused from years of study. His
Rolling Stones t-shirt declares that for him.

He looks back outside, at Terri, who is ready to burst with
excitement.

                         STEVE
            No, no. Keep 'em closed, keep 'em
            closed! Not until you're inside, hun.

He helps Terri up the steps, her eyes closed, and into their
new home. She is in her early thirties, younger than Steve.
She has a shining mane of red hair that goes just past her
shoulders.

                         STEVE
            Ok, Terr, go for it.

She opens her shining green eyes to the shockingly beautiful
house in front of them. She looks like she can't breathe.

                                                            3.


                         TERRI
            Oh, Steve! It's beautiful. It's
            downright gorgeous.

                         STEVE
            But?

                         TERRI
            It's too much.

                         STEVE
            Nah, not really.

                         TERRI
            How, Steve? Look at this place. How
            can we afford it?

                         STEVE
            Why don't you ask the Regional GM.
            He's paying for all this.

                         TERRI
            What, Bill? What the fuck is he-?

Steve looks at her, a huge smile cracking his lips.

She smacks him on the chest.

                         TERRI
            You son of a bitch!

                         STEVE
            And two stores in Boulder.

                         TERRI
            Why didn't you tell me? When?

                         STEVE
            3 weeks ago, and it was part of the
            surprise.

A THREE YEAR-OLD ASHLEY runs in as fast as her little legs
will carry her from the back entrance. Followed after a
short distance by the REALTOR.

                         ASHLEY
            Daddy! Daddy!

                         STEVE
            There she is.

He snatches her up quickly into his arms.

                                                            4.


                         STEVE
            Do you like it?

                         ASHLEY
            Where's my room?

Steve laughs.

                         STEVE
            Alright. Let's go see your room.
            Which one do you want?

She points to the nearest door. Steve turns the handle and
opens it slowly.

It's the downstairs bathroom.

                         STEVE
            Let's keep looking.

He turns to leave, but

                         ASHLEY
            No! That one!

                         STEVE
            Alright. Let me get your pillow.

EXT. SMITH HOUSE - DAY

A very Philadelphia style neighborhood. A lot of small homes,
crammed together.

An SEVEN YEAR-OLD ASHLEY steps over the seat onto her
bicycle. Steve, five years older, and wearing a ridiculous
cycling helmet, zips in circles around her as she struggles
to get her balance on her training wheels. She can't help
but wobble viciously. .

                         STEVE
            Here, hun. It's like this. Let me
            show you.

Steve rides a little ways down the street, and into a
neighboring patch of grass. But he doesn't see the drainage
ditch just a few feet from where the grass begins.

His bike throttles forward, his body flies downward. He
disappears from sight.

Steve looks out from within the ditch, on his back. The sky
is blank until Terri steps to the edge of the ditch, and
looks down on him, her hands at her hips playfully.

                                                            5.


                         TERRI
            You know, I'm not sure I want you
            to be the person to teach my
            daughter how to ride her bike.

                         STEVE
                   (kidding)
            Honey, thank God! I think... I
            think my back is broken. Take my
            bike and ride for help.

Without saying a word, she turns and walks off.

                         STEVE
                   (kidding)
            I want a divorce!

EXT. SMITH HOUSE - NIGHT

Terri holds on to Steve's arm to steady him as he walks.

A MAN with long, black hair walks down the sidewalk in the
opposite direction. He's wearing a very long, black coat.
Steve knocks into him hard, and keeps walking. The man's
face is never seen.

Terri apologizes silently to the man and leads her wobbly
husband up the steps to their front door.

                         TERRI
            Come on, nerd. We're home.

They go inside.

INT. LIVING ROOM - NIGHT

Steve has on a different shirt, a more comfortable one, than
he had on just moments ago.

Terri sits on the couch in front of the fire, still wearing
the same sultry black dress, but now with a shawl covering
her bare shoulders.

Steve enters from the kitchen, holding two wine glasses and
a bottle of red wine. He sits next to her on the couch.

                         STEVE
            Would you like some ale, madam?

She leans back on the couch, tightening the shawl around her
chilly body.

                         TERRI
            I just wanna watch the fire.

                                                            6.


                         STEVE
            Aye, more for me then, there 'tis.

She smiles at him.

                         TERRI
            Uh oh. Renaissance man has emerged.
            You must be on, what, fifth glass?

She giggles. Steve uncorks the bottle of wine and pours
himself a glass.

                         TERRI
            Next it'll be the Drinking
            leprechaun. If anything, you're a
            very well-traveled drunk.

                         STEVE
            Stop it. That's freaky.

He takes a sip from the wine glass.

                         STEVE
            It's a celebration. I'm allowed.
                   (beat)
            'Sides, you used to like my
            impressions.

Her gaze unfocuses from the fire and trails upward to the
mantle above it. On it there is a picture of their daughter,
Ashley, eight and blonde. She's smiling.

                         TERRI
            Look at that.

                         STEVE
            Are they really that bad?

                         TERRI
            Isn't she just the most beautiful
            thing you've ever seen?

                         STEVE
            The Irish Guy needs work, I know,
            but--

                         TERRI
                   (smiling)
            Steven!
                   (beat)
            We made that wonderful person.

Steve tops his glass. He looks up at the mantle, trying to
focus his blurry eyes.

                                                            7.


                         STEVE
            Which one?

She laughs, as he continues to look.

                         TERRI
            Your Mother.

He looks at her, genuinely believing.

                         STEVE
            I thought Mom was dead.

                         TERRI
            I'm talking about Ashley, nerd.

He looks back up to the picture. The fire tosses shadows all
over the room, all over her portrait. Beside her picture is
a small strange drawing of Ashley's. It's a strange circle,
scribbled onto a piece of paper.

                         STEVE
            I know, I know.
                   (beat)
            You ready to start it all over again?

She smiles.

                         TERRI
            Are YOU?

                         STEVE
            Hey, I didn't do too bad.

                         TERRI
            I'm only kidding. You're a
            wonderful father, Steve.

He looks back to her again.

                         TERRI
            And an amazing husband.

                         STEVE
            And a great impressionist.

They just look at each other for a moment. He gets serious.

                         STEVE
            Thank you.

He leans back and kisses her.

                                                            8.


                         TERRI
            I'm cold.

                         STEVE
            You want another shirt?

                         TERRI
            Not really.

                         STEVE
            I just turned the heat up. How
            about a blanket?

                         TERRI
            How about you finally understand
            what I'm saying and hold me?

She smiles at him. He puts the wine glass down on the table
and wraps his arms around her. They close their eyes and
listen to each other breathing.

                         TERRI
            You love me?

                         STEVE
                   (as Drinking Leprechaun)
            Aye.

She smiles again, eyes closed.

                         STEVE
            I said stop it.

In the background the fire crackles softly.

                         STEVE
            Did we pay that sitter for the
            whole night?

                         TERRI
            Yup.

                         STEVE
            You tired?

After a moment,

                         TERRI
            Nope.

INT. BEDROOM - NIGHT

Terri stands near the window in their bedroom, a devilish
look on her face.

                                                            9.


Steve stands behind a video camera on a tripod, pointed at
the bed.

She peels off her skimpy black dress.

POV - STEVE'S CAMERA

Her naked body stands framed in the shades-drawn window. The
red RECORD light comes on in the top-left corner.

In the other corner the camera digitally reads the time:
7:05, flashing in white.

                         STEVE
            Ok, it's on.

                         TERRI
            I can't believe we're doing this.
            Again.

                         STEVE
            It's a celebration. And, hey, it
            worked last time when we were trying.

                         TERRI
            Yes, dear.

Steve looks around quickly.

                         STEVE
            Oh. I left the bottle downstairs.

He heads quickly out of the bedroom.

                         STEVE
            Don't you move!

He doesn't touch the door.

INT. STAIRCASE - CONTINUOUS - NIGHT

Steve trounces down the stairs and into the Living Room. He
snatches bottle up quickly, and heads back upstairs even
faster. Excited, he takes two, sometimes three, steps at a time.

Until he reaches his bedroom door, now partially closed.

His smile fades, quickly replaced by a look of puzzlement.

                         STEVE
            Terr?

He slowly places his hand on the door, his face now
completely blank, and pushes it open slowly.

                                                           10.


INT. BEDROOM- CONTINUOUS - NIGHT

Terri stands in the same spot she was. She stands still,
though not completely.

Her naked chest is heaved upward, like she's gasping for
breath. Her limbs tremble at her side, unable to move. Her
face looks up, terrified, in pain, frozen. She is on her
toes, like something is just holding her off the ground.

                         STEVE
            Terri!

Before Steve can even move her limp body falls to the floor,
blood from deep inside explodes from her lips.

The wine bottle lays smashed where he once stood. The wine
that trails down the carpet resembles the blood from Terri's
mouth.

An instant later, he is by her side. In his rush he knocks
over the video camera. It falls to the ground, but somehow
stays pointed at the two of them.

POV - STEVE'S CAMERA

Steve holds Terri's dead body in his hands, as he can only
scream her name over and over. Screaming for help.

In the corner of the camera, the clock ticks forward. 7:06.

He continues to scream for help but then - -

INT. STEVE'S BEDROOM - DAY

Steve's eyes slowly stir open, like waking up exhausted,
from a bad dream. He lies on his side, fully clothed, in his
bed. He looks absolutely horrendous, completely disheveled.
Bags under his bloodshot eyes. He looks like he hasn't
shaven in days.

An extreme sadness fills his eyes.

There are some strange noises in the next room, the noises
that caused Steve to wake from his slumber.

He groans and slowly sits up. The other side of the bed is
empty.

He puts his feet over the edge of the bed, and takes a deep

breath before trying to stand up. It looks like he's been in
that bed for days.

                                                           11.


INT. ASHLEY'S BEDROOM - MORNING

Steve leans against his EIGHT YEAR-OLD daughter's bedroom
door. She doesn't see him.

The noises he heard continue as Ashley continues to pack her
toys into a large cardboard box. In fact, there are many
boxes in her room. The room is bare. The walls are pale
white. All of the pictures are removed from the walls. There
is no furniture.

She spots him and looks up.

She gets up as fast as she can and runs over to him, hugging
him at the waist.

                         STEVE
            Hey, Ash. Getting an early start?

She looks up at him and nods vigorously.

                         STEVE
            C'mon. I'll fix you breakfast.

INT. GARAGE - MORNING

Steve loads a very large cardboard box with the words
"BEDROOM" etched across it in black marker into the back of
his Jeep Cherokee.

The back of the Jeep is filled with several other boxes and
suitcases.

                         STEVE
            You sure you're ready to go, sweetie?

                         ASHLEY
            Sure, Daddy. Ready as you are.

Steve grabs another box from a pile beside his car. He bends
down to pick it up.

                         ASHLEY
            I wish Mommy could go too.

Steve is stunned and almost drops the box, labeled: "FRAGILE".

                         STEVE
            Me too, Ash. Me too.

He puts the next box inside the Jeep, struggling to fit it
into the snug area.

                                                           12.


                         STEVE
            Ashley, honey, could you go and get
            Daddy a glass of water?

She nods and scurries off.

After Ashley enters the house Steve has to force back his
forming tears.

Ashley returns with a glass of water. Steve hides his tears,
wiping them off before she can see.

                         ASHLEY
            Here you go, Daddy.

                         STEVE
            Oh, thank you honey. Now let's go
            and get the rest of your stuff so
            we can go, k?

                         ASHLEY
            Okie.

There is a framed picture lying in one of the open boxes. It
is a picture of him and Terri. Both of them are in their
wedding attire, snuggling close. They smile for the camera.

INT. ASHLEY'S BEDROOM - DAY

                         STEVE
            What's taking you so long, squirt?

                         ASHLEY
            The bag's too heavy.

Steve bends down to pick it up, but as he pulls up he's
surprised with a much larger weight than he expected.

                         STEVE
            Well, what do you have in here, bricks?

                         ASHLEY
            No, just Goldie.

                         STEVE
            Goldie? You packed your goldfish?

She smiles.

                         ASHLEY
            And the tank.

                                                           13.


He unzips the bag and inside is a large glass fish tank
filled to the top with water and a lid to keep it sealed,
and a single fish.

                         STEVE
            How did you even get him into the bag?

                         ASHLEY
            I slid it on when it was empty.
            Then I filled it.

                         STEVE
            Well, honey, we don't have to pack
            Goldie in this huge tank.

                         ASHLEY
            We don't?

                         STEVE
            No. I think Goldie will survive in
            a smaller tank while we're driving.
            Go find one and I promise that he
            will be fine in there for a while.

                         ASHLEY
            Okie.

Ashley leaves.

Steve looks at the fish-bag and smiles. He stops, and looks
around the bare room where his daughter grew up.

                         STEVE
            Our first house...

                         ASHLEY (O.S.)
            Here you go, Daddy.

She stands in the doorway with a much smaller tank, a round
one with a tiny castle perched at the bottom.

Steve grabs it by the lid and scoops up Goldie and enough
water to fill it almost to the top.

                         STEVE
            There you see? He's fine. Now what
            do you say we empty out this sucker,
            eh?

He pats his hand on the immense tank.

                         ASHLEY
            Alrighty.

                                                           14.


INT. JEEP - DAY

Steve climbs into the Jeep.

                         ASHLEY
            I'm glad I'm finally going back.

Steve looks at her, extremely puzzled.

                         STEVE
            Back? Honey, you've never been.

                         ASHLEY
            Oh...

                         STEVE
            You have Goldie?

                         ASHLEY
            Right here.

She holds up the bowl.

                         STEVE
            How's he doin'?

                         ASHLEY
            He's carsick.

                         STEVE
            Really? Well, maybe we should give
            him some fish medicine. But he's
            going to have to wait until we get
            there cuz I'm all out.

Steve backs the car out of the driveway.

                         STEVE
            Say "bye bye house."

                         ASHLEY
            Bye bye house.

                         STEVE
            Say "bye bye town."

                         ASHLEY
            Bye bye town.

They spot a WOMAN watering her lawn.

                         STEVE
            Smile and pretend to say "bye bye"
            to the mean neighbors.

                                                           15.


                         ASHLEY
            Bye bye mean neighbors.

They both smile and wave to her.

She waves back.

They turn onto the street and speed away.

OUTSIDE

When they are no longer looking the woman's face goes blank
and she smirks at them with evil intentions. She holds up
her fist and flips them both the bird.

INT. JEEP - DAY

                         STEVE
            And off we go.

Ashley speaks to herself, too soft for Steve to hear.

                         ASHLEY
            Bye bye Mommy.

INT. JEEP - LATER

The fog is extremely thick on this night. The view ahead of
the Jeep is shallow and difficult.

Steve's mind begins to wander. The only memory of the unborn.

                         TERRI (V.O.)
            It's blue! We're gonna have a baby.

He hears her loving voice on the couch that night.

                         TERRI (V.O.)
            You love me?

And his cry when it happened.

                         STEVE (V.O.)
            Terri!

Steve struggles to hold his tears back again, trying to
navigator the fog, when,

                         ASHLEY
            Daddy, where do you think Mommy went?

He sniffles back his shaky voice.

                                                           16.


                         STEVE
            Well, Mommy went to Heaven, Ash.

                         ASHLEY
            I know that. But where is she?

                         STEVE
            Heaven's not really a place honey.
            I mean, it's a place but - I mean,
            you can't find it on a map - This
            is a very hard question, honey.

                         ASHLEY
            Well, then how will we know where
            to find her?

She looks out the window, at the passing fog.

                         ASHLEY
            All I can think about is how she's
            lost. Lost in the fog...

Steve doesn't hear her. Still trying to find the words.

                         STEVE
            You like summer, right?

                         ASHLEY
            No school.

                         STEVE
            That's right. But you wouldn't like
            it as much if it were summer all
            the time, right?

                         ASHLEY
            No school.

                         STEVE
            But you like school. You like
            seeing all your friends again. And
            learning new things. And you sure
            would miss the winter. You love
            trudging around the front yard in
            your snow-shoes.

                         ASHLEY
            I guess so.

                                                           17.


                         STEVE
            It's a change, Ashley. Like the
            seasons, you see? People are born
            in a spring, they grow up in a
            summer and autumn, and then,
            eventually, they die, and that's
            like winter. It's not a bad thing,
            it's just change. Mommy's in Heaven,
            Ash, but she had to change to get
            there, she had to die. The part of
            Mommy you loved isn't here anymore,
            she changed.

                         ASHLEY
            I think winter is coming...

                         STEVE
            What's that, Ash?

A few houses have sprung up along this deserted road. Steve
realizes how close they are.

                         STEVE
            Oh, wait. We're here.

EXT. FOGGY MOUNTAIN TOWN - DUSK

A town perched at the base of a string of small mountains. A
massive wall of fog crawls over the mountains, and heads for
the small town beneath them.

Steve's Jeep pulls in on the main road into the town. Steve
looks at the homes. Unkempt. Dilapidated. Rotting. The
streets are the same, everything's the same. Litter. Trash.
Vandalism. But not a soul in sight. The loneliness is
magnified by the incredible darkness and the silence.

                         STEVE
            Well, not exactly the cozy welcome
            I was hoping for.

Ashley looks out the window. She doesn't see a single person
anywhere.

                         ASHLEY
            Where is everyone?

Steve drives slowly, getting good looks at all the
dilapidated townhouses and once-cozy buildings.

                         STEVE
            It looks... empty.

                                                           18.


                         ASHLEY
            Why would it be empty?

                         STEVE
            Eh, it's a tiny town. There's
            probably a football game going on.

Ashley sees an open front door to a pub swaying in the wind.

                         STEVE
            Let's just find a gas station or
            something. I'm sure someone there
            can tell us-

Steve's voice is cut off when he sees a DOG run out into the
road, a filthy mutt of a dog, hair standing on end from the
grime over every follicle.

Steve slams on his brakes. The tires struggle hard to grab
the wet, icy road. The car spins to avoid the dog. And
collides head on with a street pole.

After a moment of silence, the dust settles.

EXT. MOUNTAIN TOWN STREET - NIGHT

The clouds of fog creep down the streets of the town. It
continues down the street, past an apartment building.

INT. MOUNTAIN TOWN APARTMENT - DUSK

A MOTHER, lifts a tray of cookies from the oven. Her SON,
just barely five, watches her.

                         MOTHER
            Just go and sit at the table, ok?

                         SON
            Okay, Momma.

She turns her back to her son.

The window behind the dining room table slowly is filled
with the fog. It fills the window, and drowns out the
outside world.

The mother notices the creeping clouds of fog.

                         MOTHER
            Well, would ya look at that.

                         SON
            What is it, Momma?

                                                           19.


                         MOTHER
            It's getting a little foggy out.
            Must be a storm comin'.

EXT. MOUNTAIN TOWN APARTMENT - FOG

The fog envelops the apartment building, surrounding it.

INT. MOUNTAIN TOWN APARTMENT - FOG

The fog fills the window now.

The lights shut off. The little boy gasps in the darkness.

                         MOTHER
            It's ok, it's ok. It's just the
            power. I told you there must be a
            storm.

Some of the fog is creeping into the apartment. It's getting
foggy inside.

                         MOTHER
            Are all your windows closed?

                         SON
            My bedroom window is open.

She looks somewhat annoyed.

                         MOTHER
            Go an' close it.

He gets up from the table and scurries into his room.

                         MOTHER
            And bring the candles in Mommy's
            bedroom, please.

She takes another long look outside, obviously a little
worried, but the fog is so thick now it's difficult to see
outside at all.

She looks around, the fog is still increasing inside their home.

                         MOTHER
            Did you close it?... Honey?

She turns and heads towards his room.

As soon as she turns her back the knife hidden in her son's
hand strikes. It catches her in the knee, bringing her down.
He yanks the long butcher knife out quickly.

                                                           20.


Ferociously fast, before she can even gather her wits on the
floor, his tiny feet scuttle towards her face, the knife
raised again. She screams.

EXT. FOGGY MOUNTAIN TOWN - NIGHT

The little boy steps out of the main entrance to his
apartment building. He tosses the bloody knife aside. His
clothes and face are covered in the same.

He walks slowly, care-free, down the street, towards the
fog-covered sunset.

The only movement in the entire town is the hundreds of
children walking the same path. Others exit their homes,
tossing weapons. All of them bloodstained, all of them
children. All of them babies.

INT. JEEP - NIGHT

Steve jerks awake from the dream, dizzy as he wakes.

Ashley's door swings in the wind. All is calm and still.
Blood trickles down his forehead.

He searches for his daughter but - -

- - SHE'S GONE- -

- - leaving only the goldfish that has been spilled out,
struggling to flop about.

He struggles to make his way out of the Jeep. The door pops
open, Steve falls out.

                         STEVE
            Ashley?! Ashley, where are you?!

He frantically runs around the car, searching for her. But
she is nowhere in sight.

He widens his search, frantically heading in several
different directions searching for her. She is gone.

Steve runs down the main street, one that branches off to
every other street and other parts of the town.

                         STEVE
            Ashley?!

There is a sound, soft, a child's laugh. The sound echoes
from an alley, almost inaudible. A shadow runs across the
black brick wall.

                                                           21.


Steve sees it.

                         STEVE
            Ash?

Curious, he follows it.

There isn't a sound, except for Steve's boots splashing the
puddles in the dank streets.

A noise comes from out of the darkness. A squeaking sound,
like an rusty wheel. Impossible if it's a moving object in
front of him, the alley stops in ten feet. Yet, the
approaching sound continues.

Slowly something pierces the darkness and the fog, appearing
from nothing. Steve spots it, startled further by its
meddlesome approach.

It is a rectangular shaped object on top of a stilted set of
four wheels.

A crib, moving of its own will.

It rolls slowly towards Steve, the squeaking sound continues
with unhindered repetition. It promptly stops right in front
of Steve.

Subtly, upside-down crosses are mixed in with the other
playful images of the singing mobile that spins slowly above
the crib.

Steve looks around, hesitating for several moments before he
reluctantly reaches his hand inside the crib and pulls back
the sheet.

Laid onto the pillow with care there is a picture of his
daughter. A joyous photo. His daughter smiling, laughing.

A sound echoes in the distance. A child's laugh.

One of them pops out from behind a building, and slowly
walks up to Steve with the calmest look on his face.

He stops a few feet in front of Steve, not making a sound.

Steve can't do or say anything, completely baffled.

More children, under the age of ten all of them, slowly walk
out of the darkness towards Steve. They gather around the
first child that approached Steve. All of them have the same
care-free, almost smiling look, upon their faces.

The sound of dogs growling.

                                                           22.


A few dogs approach as well, mostly Dobermans but a few
mangy mutts as well, and sit in the back rows of two dozen
or so small children. All of the figures just stand
completely still and look at Steve.

Steve, frightened, lets the picture in his hand float to the
ground.

And with that, all of the figures, the children and the dogs,
disperse ever so slowly, and return to the shadows where
they came. One of them grabs the crib and carts it off.

When they've all gone,

                         STEVE
            Okay... that was interesting.

Steve looks down, at the picture that fell.

It's laying with its back up. And something is written on it.
Steve bends down and picks it up.

"WELCOME TO MY NURSERY"

Steve looks around again.

He can only stand there, with all of that immense, thick fog
blocking his view.

                                            DISSOLVE TO:

EXT. TOWN - LATER

He walks aimlessly down the street. Looking, searching, for
someplace to go.

He looks ahead of him, as the fog begins to get thicker and
thicker in front of him.

A sudden fear strikes him, shown on his face clearly.

He looks behind him. The fog is advancing quickly behind him
as well.

He looks all around, in every direction. The fog is
surrounding him. He now only has about a 10 foot radius of
fog-free space around himself.

He takes a step, as though he's about to press forward, but
something ahead of him stops him.

Something small darts across his path just behind the line
of visibility in the fog.

                                                           23.


Strangely, the fog divides to his left, a free path opens up.
Steve immediately takes it.

EXT. WALTON HOUSE - NIGHT

He sees an enormous home, three stories. He knocks on the
door desperately.

                         STEVE
            Hello?!

He bangs on it.

                         STEVE
            Hello?! Is there anyone here?

He backs up, still shouting. He runs up to the windows and
bangs on them as well.

The fog is advancing behind him once again, strange shadows
move inside the mass.

He pulls at the handle, leaning all the way back, yanking at
it with all his strength. His grip fails and he falls
backwards, landing on the hard pavement. He shakes the door
like a madman. It doesn't budge.

The fog is slowly creeping up, still thin, around his ankles.

He steps back again, shouting at the upper windows.

                         STEVE
            Hello?! Anyone?!

The fog reaches the front door of the house. As the mass
grows to the height of the door, the lock suddenly clicks,
and the door slowly swings open.

Steve looks at it, wondering. A stiff wind blows in,
splitting the fog even further. The door swings open wider.

INT. WALTON HOUSE - NIGHT

He steps in slowly. The hinges squeak. It's very dark,
gloomy, with shadows dancing around everywhere, hanging over
every corner of the house.

The fog seems to have crept into the house, lightly gracing
the walls with a hazy atmosphere. He makes sure to shut the
door. And lock it.

Steve checks every inch of the house. Mansion-like.

                                                           24.


He flips the lightswitch. Nothing happens. He flips it
several more times, trying desperately to make it work. But
it does not.

                         STEVE
                   (sarcastic)
            Great...
                   (beat)
            Hello? Is there anyone here?

INT. KITCHEN - NIGHT

He slowly walks over to the kitchen table in the next room.

Nothing moves. It is utterly silent.

He looks around, waiting.

INT. WALTON BATHROOM - NIGHT

He splashes his face under the hot water.

He looks at his reflection, clutching the porcelain tight in
his hands.

                         STEVE
            Jesus Christ. What the fuck is
            going on!
                   (beat)
            First, Ash, and now this town...

Steve hears something. Wood being thrown around, in the next
room.

INT. WALTON BEDROOM - CONTINUOUS - NIGHT

Steve sees, in the Master Bedroom, a huge pile of broken
lumber and debris thrown carelessly in the corner near the
balcony door.

As Steve watches, waits, a man comes through the door,
holding more broken wood.

                         STEVE
            Hello?

The man, WALTON, forty-something, looks up at him.

                         WALTON
            Who the fuck are you?

                         STEVE
            Who are you?

                                                           25.


                         WALTON
            You're in my fuckin' house.

                         STEVE
            I was checking the house. Seeing if
            anyone was here.

                         WALTON
            Well... Haven't seen you. Name's
            Walton. In case you give a shit.

                         STEVE
            What the fuck is going on? There
            are things...

                         WALTON
            Yes. In this house. Everyone's house.

Walton looks at Steve, still unconvinced.

                         WALTON
            ...You don't know.

He smiles.

                         WALTON
            How nice for you.

Walton goes back out the balcony door. In a moment he brings
in another long stick of wood, and tosses it into the pile.

Steve starts to move closer.

Walton walks past him. Grabs something from off the table
behind him, Steve doesn't see.

                         WALTON
            You should leave. Get as far away
            as you can. Fast.

He goes back out the door.

                         STEVE
            Why?! What is happening?!

The sound of crumbling wood.

Something catches Steve's eye on the wall.

Numerous pictures stapled to the walls, covering them
entirely. Pictures of a charred corpse most of them. Also
many of a crucifixion, modern day.

                                                           26.


                         STEVE
            What is that...?

                         WALTON (O.S.)
            Project...  of mine.

Wood breaking.

Steve sees the picture of the crucifixion.

                         STEVE
            My God...

Walton laughs. He comes back in, with a last piece of broken
wood, and a sledge hammer. He dumps them in the corner,
beneath the pictures.

                         WALTON
            God ignores this town.

He leaves once again. Steve paces after him.

EXT. THIRD FLOOR BALCONY - CONTINUOUS - NIGHT

The balcony, a section now demolished by the sledge. The
guardrail has been knocked down, and there is now only a gap
where the edge of the balcony was. A thin fog is very slowly
creeping up the balcony and into the house through the open
door.

                         STEVE
            What the fuck are you talking
            about?! Just tell me what is
            going--!

                         WALTON
            -You don't wanna know!

                         STEVE
            Yes, I d-

                         WALTON
            -The Kid! The kid, ok?!

He relaxes. Kicks a piece of debris down the three story hole.

INT. INSANE ASYLUM - NIGHT

A CHILD is being dragged away, several orderlies grab onto
each of his limbs. He fights to get free.

                                                           27.


EXT. THIRD FLOOR BALCONY - NIGHT

Walton struggles to tie a length of rope to the gutter. It
looks like he's trying to repair it.

                         WALTON
            Years ago, in this town, there was
            this kid. He killed his own parents
            and disposed of their bodies - -

EXT. WOODS - DAY

A man and a woman are hung by their necks from trees.

Their bodies are covered in blood. Their intestines hang out.

INT. THIRD FLOOR BALCONY - NIGHT

                         WALTON
             - - In a rather unfashionable way.

INT. INSANE ASYLUM - NIGHT

The child struggles as they haul him into a room.

EXT. THIRD FLOOR BALCONY - NIGHT

                         WALTON
            When they finally caught him they
            locked him up. Mental institution.
            Up until one day the nurses heard
            screaming from his cell.
                   (beat)
            When they got in - -

INT. CHILD'S CELL - NIGHT

The child is stapled to the wall. Crucified. On fire. Still
alive.

The nurses scream.

EXT. THIRD FLOOR BALCONY - NIGHT

                         WALTON
            He was on the wall, stapled to it,
            like a crucifix. On fire.

INT. CHILD'S CELL - NIGHT

Orderlies rush in with fire extinguishers. They try to put
him out. But he won't go out.

                                                           28.


EXT. THIRD FLOOR BALCONY - NIGHT

                         WALTON
            Only, there was no gas. No matches.
            No possible way for him to set
            himself on fire.

He struggles to tie knots in the rope.

                         STEVE
            What are you--?

                         WALTON
            They took the body, or rather what
            was left of the body, down to the
            morgue.
                   (beat)
            But, the next day, when they went
            to find the body for the burial--

INT. MORGUE - NIGHT

The two officers open the door to the fridge/coffin where
his body is being kept. They pull out the table. It's empty.

EXT.THIRD FLOOR BALCONY - NIGHT

                         WALTON
             --it wasn't there. Gone. Without a
            single trace of him ever being
            there at all.

He tightens the last knot.

The fog is getting thicker behind him, as it creeps up the
three floors of the house.

                         STEVE
            Who is he?

                         WALTON
            He's come back to the town that
            killed him.

It's a noose. He reaches up and puts it around his neck, as
he steps to the edge of the hole.

                         STEVE
            Wait. Get away from there! I need
            you to--!

                         WALTON
            He's not getting me too.

                                                           29.


Walton takes a step forward.

                         STEVE
            Wait!

Walton looks at him.

                         STEVE
            Who is he!?

                         WALTON
            He'll kill us all.

He jumps. Steve screams.

                         STEVE
            NO!

Steve turns away. The rope goes taut.

INT. WALTON BEDROOM - NIGHT

Outside, the sound of the rope stretching is all that can be
heard.

INT. KITCHEN - NIGHT

Steve drags his feet. His face shows his anxiety.

He creeps to the kitchen counter next to the refrigerator.
On it there is a wooden cutting board with a large knife
driven into it.

He looks above the counter and notices a clock - 7:06.

He touches the knife with his index finger and watches it
wobble on the table.

He hears a child's laugh, in the distance behind him. A
shadow on the wall dances in sync with the laughter.

He spins around, startled.

He reaches for the knife perched upright on the table but
finds nothing as he grabs for it. He looks at the table and
notices the knife is gone.

He looks down the path of the long, dark hallway and a
shadow, hidden by the darkness even more, suddenly jumps
from its stalemate. Darting off towards the open bedroom
door around the corner, out of view.

On the walls next to him he sees a certificate: "DEAN OF
STUDENTS AT ST. GABRIEL'S SCHOOL OF CATHOLICISM.".

                                                           30.


He spots several pictures of a father and daughter.

For an instant he sees Ashley next to the man. He blinks and
stares closer at it. But it is not her.

He slides the door open with his free hand, looking before
entering.

INT. MASTER BEDROOM - NIGHT

He searches the room.

The bedroom is empty.

He rushes back out to the entranceway of the room, looking
to the main area again.

Suddenly - -

- CRASH - -

- Glass breaks inside the room -

He rushes back in.

He sees a broken window. The drapes sway in the wind. He
leans out the window, and searches.

Another shadow moves in the dark fog.

Another laugh echoes the night sky.

He glances at his feet. There is a manila folder labeled
"DEAN OF STUDENTS" underneath his foot.

He picks it up. On the tab poking above the symmetrical
pages reads the name: "ASHLEY SMITH".

                         STEVE
            Ashley?...

He opens it and sees a large picture of Ashley of her in her
infancy, lying in a hospital pediatric bed.

He turns the page. He spots the words: "MOUNTAINVIEW
UNIVERSITY HOSPITAL".

He folds up the folder and puts them in his back pocket.

INT. GARAGE - NIGHT

Steve frantically searches through a workbench in the corner
of the garage. There is an enormous rolled up set of papers
on the desk.

                                                           31.


He unrolls it. A map.

On the map, he sees a large building labeled "ST. GABRIEL'S".
He sees the neighboring street: "TANTON STREET".

Near the bottom of the map, an equally large spot labeled
"MOUNTAINVIEW HOSPITAL".

A housing complex. A single house is circled.

                         STEVE
            School...

He follows with his finger on

THE MAP

He traces it from the circled building to the school. Then
further, toward the building labeled: "HOSPITAL."

He pulls the piece of paper out from

HIS POCKET

He looks at it, at the words printed at the top.
"MOUNTAINVIEW UNIVERSITY HOSPITAL."

                         STEVE
            Then the hospital.

WORKBENCH

He puts the piece of paper back in his pocket and rushes
over to the workbench against the wall.

He rummages through several tools. He finds a military
inspired flashlight. Flat, with the bulb on a ninety-degree
swivel. He puts it in his breast pocket, aims it forward,
and switches it on. It will now always shine in the
direction he is walking. He also finds a ZIPPO style lighter.
It works. He puts the lighter into his back pocket.

He looks around the garage more, but nothing useful can be
found.

He opens the garage door and heads out into the darkness

INT. CLASSROOM - NIGHT

JILL, 30's, the kind of teacher students would be hot for,
sits at her desk. Her classroom door is open.

She's reading a file at her desk, but it looks like she's
having trouble concentrating.

                                                           32.


Her eyes keep looking around the empty, dark classroom.

Frustrated, she gets up and goes over to the window.

She sees the fog creeping along the grass outside. She looks
wary, like she's aware of what it is. She bites her lower
lip in worry. Then, she reaches up and pulls down on the
window, making sure it's shut completely. She checks the
lock as well.

All this, as the fog creeps towards her feet.

She looks down and sees it there. Just as a dog growls
several feet beyond the door. Frightened, she quickly looks
up, to her classroom door, which is cracked open.

Fog from the hall is quickly gathering, and entering through
the small opening. Just as always happens, shadows move
within the fog in the hallway.

She takes a step towards the door, a slow, cautious step, as
the fog continues inside.

Something reaches out. A child's hand, slowly rises, just
barely visible from within the fog. It reaches up for the
door, very slowly.

Jill quickly lurches forward, and shuts the door without
trouble. She quickly locks it and steps back.

She leans against the back of her desk, and slides down. She
just sits there, clutching her knees.

EXT. STREET - NIGHT

Steve walks down the street, comforted only by the small
light of the flashlight, just barely piercing the darkness.

A shadow passes over a street lamp.

He looks at the light, trying to catch whatever passed by it.

There is a loud whispering just behind Steve.

Footsteps rush up right behind him.

He turns and looks down the street, the wall of thick fog is
behind him once again. This time, he knows to head away from
it. He heads down the street.

But the fog quickly blows in, and blocks his path. He looks
around, as it begins to surround him again. He looks very
worried.

                                                           33.


Ahead of him, just barely visible in the fog, is the figure
of a child. It has blonde hair, a twinge of yellow in the
dark gray of the fog.

Steve's eyes try to focus on the unmoving figure in the
distance before him.

                         STEVE
            Hello?

The figure turns around and runs in the opposite direction.
Steve follows, slow. Until he stops in the middle of an
intersection.

He looks for the figure, in all directions, but can't see her.

He keeps spinning around, looking for her, when she suddenly
pops out of the fog from nowhere.

                         STEVE
            Hey!

Without thinking, Steve darts after her. She turns and runs.

Down the street the figure of the little girl, about the
size and dress of Ashley, always stays just ahead of Steve
enough that he can't get a good look at her.

                         STEVE
            Ashley?!

She darts right at an intersection. Steve loses her in the fog.

Suddenly, before Steve can even make the turn, to his left a
little girl giggles. The figure is just past a layer of fog.
He turns and runs after her.

After a moment of running, she disappears. Without warning,
she laughs and darts through the fog behind him. He turns,
and again runs after her.

He stops. He watches as she turns right at the next
intersection. An instant later he sees and hears her again,
running to the left of the intersection.

He gives chase. He sees her disappear through the fog to the
right.

She appears behind him, giggling, running. She appears, to
his left, giggling, running. She's only visible long enough
to disappear again through the fog, in a different direction.

                                                           34.


Steve chases her down again. Again, she disappears. He just
stands in the center of the intersection, completely
disoriented, entirely confused.

                         STEVE
            Fuck!

He looks ahead. He sees the little girl. He turns right.
She's there. He turns right again. She's there. He turns.
She's there. Turns. There. It's like she's everywhere.

Then, it just stops. She's gone. Steve suddenly realizes
where he is - in a mass of fog, completely engulfed.

Suddenly, the little girl reappears. And Steve, not wanting
to stay idle any longer in this situation, gives chase.

EXT. FOREST - NIGHT

The little girl runs past a dozen densely packed trees.
Before disappearing again.

Steve is following close behind her, winded now.

He stops, tries to catch his breath.

He sees the girl ahead of him. She appears and disappears
behind a dozen different trees, always running in a
different direction. Impossible.

                         STEVE
                   (winded)
            Jesus Christ...

He takes off again.

He's close to her now, but still too far to see her clearly.
She runs for a thick brush, runs through it without ever
touching a single leaf. She phased through it.

Before he can slow down he's already through the bushes. But
just past them the forest stops, and drops, down a 10 foot
cliff.

He can't stop. He tumbles down the steep hill. And lands
painfully hard on the bottom.

He struggles to get up. Everything hurts. He picks up his
flashlight next to him. It's not working, he smacks it a few
times and life returns to it.

He gets to one knee and sees the street sign just next to him.

"TANTON ST." He heads down it.

                                                           35.


EXT. SCHOOL - NIGHT

The school looks like it has been transported from the past.
The main area of it is the typical one large room with the
high ceiling and the enormous bell in the tower. The rest of
it has obviously been renovated and expanded upon to meet
the growing number of students.

Off to the side, in the front of the school, is a small
concrete block, with its name etched across. It reads: ST.
GABRIEL'S SCHOOL OF CATHOLICISM.

But the word Gabriel has been written over in black spray
paint. In its place is the word, AZRAEL.

Steve walks up the small courtyard and walks down a walk-up,
a small enclosed concrete staircase, to the basement door.
He enters.

INT. SCHOOL BASEMENT - CONTINUOUS - NIGHT

The bell on the door dings as he does. But it doesn't stop
with a single ring. It keeps ringing, back and forth, loudly,
shaking violently for 30 seconds as Steve can only watch.
Until it suddenly stops.

He swallows, still staring at the bell when a door slams
shut in the distance. He slowly turns his head toward the
noise, not wanting to even look.

The door he came through remains open. The shadow cast into
the school from the outside light reveals a small girl,
standing just outside the doorway - Unknown to Steve.

Steve is in the personnel tunnels, the bowels of the school,
the basement level. Pipes line several of the walls. There
is almost no light down here.

Steve backs away from the entrance. He starts down an
extremely long corridor.

The only sounds in the entire room are the echoing footsteps
of Steve as he walks down the concrete hallway, and the
churning sounds of the pipes next to him.

There's something else also. Somewhere, too far to hear
anything but a muddled melody, a single verse from some
children's song is ringing out. It's near impossible to hear.
It sounds as though it is coming from a snow-globe, the same
CLING-CLANGY noises that they make, distorted and twisted.

Children laugh in the background as they quietly hum along
to the tune.

                                                           36.


Steve rounds a corner in the hallway and a SMALL GIRL, at
least five years of age, stands in his path, staring at him,
smiling.

Steve stops looks at the little girl.

A dozen more smiling children appear from the same corner.
They all randomly position themselves behind the little girl.

                         STEVE
            Uhh, Hi.

The children just stare at Steve and smile.

                         STEVE
            Are you lost?

                         SMALL GIRL
            We are found.

Steve turns dead serious.

                         STEVE
            What do you want?

                         SMALL GIRL
            We wanna play.

                         STEVE
            Where are your parents?

                         SMALL GIRL
            We already play'd with our parents.
            Now we wanna play with you.

The children all laugh in unison. They move in on Steve,
closer and closer, still in unison.

Steve's vision flashes and vibrates suddenly. When it stops,
the children are not where they were.

Steve sees a few of the children around the corner, but his
view is obstructed by the wall. The nursery rhyme begins to
get louder. Steve slowly walks around the concrete corner.

But as he does so he realizes he is not in the same basement
he once was. The area around the corner is not a basement at
all - it is a play area. Outside.

The sun is shining on a grass covered playground. The grass
stretches all the way to Steve's feet, where it promptly
transforms back into concrete. Nothing else can be heard but
the same nursery rhyme, echoing, haunting.

                                                           37.


There is a jungle jim. A swing set. A sandbox. And a see-saw.
All of the same children are playing on the playground.

Steve walks out of the dark line of the basement, and into
the sunshine.

The song echoes out into the open. No one's mouth moves,
they are all completely oblivious to the joyous, slow-
rhythmic song, emanating from them.

                         CHILDREN
                   (singing)

            Baby, baby, naughty baby/ Hush, you
            squalling thing I say/ Peace this
            moment, peace, or maybe/ He will
            pass this way/ Baby, baby, if he
            hears you/ As he gallops past the
            house/ Limb from limb at once he'll
            tear you/ Just as pussy tears a
            mouse/ And he'll beat you, beat you,
            beat you/ And he'll beat you all to
            pap/ And he'll eat you, eat you,
            eat you/ Every morsel snap, snap, snap.

The children flicker in and out of reality again. Steve's
vision of the playground does the same.

In the flashes, there is a single frame of the playground,
burned to the ground, still flaming. The children are there,
dead, rotting, on the same play pieces they were once on.

And then it's gone. Steve is back in the basement. But it's
not the same either.

Everything about this basement is so dreadfully wrong. It's
darker, quieter, than ever. Blood is everywhere, covering,
dripping from, every inch of the basement. Every pipe. Every
corner. Steve looks around in terror.

He spins around. And all the kids are there, less than an
inch in front of his face. They're all dead. Bloody, rotting
corpses of their former selves.

                         CHILDREN
            Get the fuck out!

Steve falls back from the fright. When he opens his eyes
again on the ground, everything is back to normal. Only a
single echo of a child's laugh is left amidst the usual
sounds of the basement.

Steve can't move.

                                                           38.


INT. BATHROOM - NIGHT

Steve's head is bent into a running sink. He dips his hands
into the sink and splashes his face with water.

                         STEVE
            Jesus Christ... I must be losing my
            mind.

He splashes his face with water again, and stares at his
reflection in the mirror.

INT. HALLWAY - NIGHT

As Steve walks down the hallways the shadows dance and
squirm around him, unbeknownst to Steve.

There are clocks on the walls - all read 7:06.

There is a quick jump of footsteps ahead of him.

He chases down the sound, nearing it. He catches up to it fast.

He rounds a corner.

No one is there.

He stops for a moment. As soon as he does a scratching sound
comes from the area behind him, a scratching like a jagged
piece of chalk on a noisy chalkboard.

He walks slowly to the noise, as he nears a certain room the
noise grows louder and louder.

He sees a door, through which the sound is emanating from.
He looks at the room number beside the door. The room number
is 106, but someone has graffitied it to make it look as
though it reads 706.

He opens the door and very slowly enters the room.

INT. CLASSROOM - CONTINUOUS - NIGHT

The sound abruptly stops.

He rounds a corner and sees the chalkboard.

On the chalkboard is a single sentence, repeated over and
over again like some demonic Simpsons episode. The sentence is:

"ANSWER THE PHONE".

A phone bursts into a loud ring on the opposite side of the
classroom.

                                                           39.


It sits in the center of the only desk in the entire
classroom, a round wooden desk.

The cord that connects it to the wall is cut after six
inches. What's left of it spirals around the edge of the
table. Yet it continues to ring.

All of the numbers on the dialer are sixes.

He picks it up, the ringing bell echoing out, and puts it
next to his ear; there is no sound until the VOICE on the
other end says - -

                         VOICE (V.O.)
            You'll never get her back. She
            likes it here.

                         STEVE
            Who is this?!

                         VOICE (V.O.)
            Stop looking for her or I will be
            forced to deal with you.

                         STEVE
            Where is she?! What have you done
            with her?!

                         VOICE (V.O.)
            You've been warned.

                         STEVE
            Give me back my daughter!

The other end hangs up.

Steve takes it away from his ear and just stares at it. He
slowly sets it back down on the receiver.

                         JILL (O.S.)
            They have her, don't they?

Steve looks back towards the doorway where a woman, Jill is
now standing, hiding partly behind the wall.

                         STEVE
            Who the hell are you?

                         JILL
            Me?

                         STEVE
            Yeah, you. Who are you?

                                                           40.


                         JILL
            My--My name's Jill. I--I'm a
            teacher here. Who are you?

                         STEVE
            I'm Steve. I'm trying to find my
            daughter, she's lost.

                         JILL
            Lost? No, they have her. They have
            her now and they'll never let her
            leave. They'll never give her back.

                         STEVE
            Who? Who has her? What are you
            talking about?

                         JILL
            Them. The town. The evil in this place.

                         STEVE
            The evil?

                         JILL
            It's them, the children. They--they,
            I don't know how, but they're--
            they're evil. Something's got a
            hold of them and it just won't let
            'em go...  I'm the only one left.

                         STEVE
            How do you know all this? Did you
            teach her? I found a file, but--

                         JILL
            Just because there's a file here
            doesn't mean she was taught here.
            She could have been privately taught.

                         STEVE
            By who? Where is everyone else? I
            want to talk to them.

                         JILL
            Everyone else?
                   (beat)
            Dead. They're all dead.

                         STEVE
            What happened to them?

                         JILL
            I don't know...

                                                           41.


There is a long silence as neither of them know what to say
next.

                         STEVE
            You're a teacher here. Can you help
            me?  I was... given this.

He yanks the manilla folder from his back pocket. He tosses
it onto the desk in front of her. She picks it up and looks
at it.

                         JILL
            This... this is from the Attendance
            office. But these pages...

                         STEVE
            They're from the hospital. Can you
            take me there?

                         JILL
            The hospital?

                         STEVE
            The Attendance office.

                         JILL
            Oh... sure. It's not far, it's just
            down the hall.

INT. SCHOOL - NIGHT

They walk down the main hallway in the school.

The school hallways are filled with moving shadows from the
trees outside peering through the windows. Strange noises
echo throughout.

Every hallway and every room of the school are entirely
dilapidated, with dirt and grime and the effects of time
taking hold.

                         JILL
            So, how long have you been in town?

                         STEVE
            The last guy I made small talk with
            hung himself. I'm not so sure you
            want my company right now.

                         JILL
            Just a little nervous, I guess. The
            halls aren't... it's much safer
            behind a locked door.

                                                           42.


                         STEVE
            Understandable. I never liked
            school either.

                         JILL
            Why do you want to know if your
            daughter was enrolled here?

                         STEVE
            Cuz I never enrolled her.

                         JILL
            That's a little odd then, don't you
            think?

                         STEVE
            Yes, it is.

They round a corner and, and a glass-surrounded office
stands in their path.

                         JILL
            Here it is.

INT. ATTENDANCE OFFICE - NIGHT

Steve looks at the sign above the door for a moment before
entering.

She walks to a filing cabinet in the middle of the room. She
opens a drawer and shuffles through some of the papers.

                         JILL
            I'm not sure but I think there
            should be something in here.

                         STEVE
            You're not sure?

                         JILL
            I'm a teacher not a clerk.

She rifles through more papers and files in the cabinet.

She looks back at Steve, rather embarrassed.

                         JILL
            Not here.

                         STEVE
            What?

                                                           43.


                         JILL
            Now, wait, wait. We just have to
            find the enrollment records.

                         STEVE
            And where might those be?

To the rear of the room is another door with a large lock.

Jill struggles to open it but the door is locked and won't open.

                         JILL
            It's locked.

                         STEVE
            I can see that.

                         JILL
            What do you propose?

Steve takes a step back, ready to kick it. Just as he moves
to unload on the door it creaks open slowly, no longer locked.

He looks at Jill nervously. She looks back with just as much
puzzlement. For a moment, they look around, checking to make
sure no one is near.

INT. FILING ROOM - NIGHT

Inside there are several rows of large shelves, organized by
year.

Jill runs up to them.

                         JILL
            When would she have started?

She heads for the shelf that reads: "2004".

                         STEVE
            She would have started in August.
            The first day.

She stops to look at him.

                         JILL
            A little behind, weren't we?

                         STEVE
            I didn't have a lot of spare time.

She shuffles through the folder.

After a while of looking, she stops.

                                                           44.


She looks at Steve again. No luck.

                         JILL
            Why would it say she was already
            enrolled? Clearly, she wasn't.
            Maybe it was a different Ashley Smith.

                         STEVE
            I saw her baby photo.

                         JILL
            Was she born in this town? In this
            hospital?

                         STEVE
            No.

                         JILL
            Then it wasn't-

                         STEVE
            -It was her. I saw her picture. I
            know what my daughter looks like.
            It was her.

                         JILL
            If you say so. What now?

                         STEVE
            What about... records? Reports?

                         JILL
            If she was ever enrolled here,
            there would be records of it.

                         STEVE
            Where?

                         JILL
            The school keeps all of its older
            records in storage in the lower
            basement. But I don't know my way
            around there. It's not well kept
            apparently.

INT. STORAGE AREA - LOWER BASEMENT

They exit through a dusty old stairwell. The doorway is
covered in dust. The door jams as the knob turns, but Steve
muscles it open from its creaky hinges.

The hallways are filled with school supplies and desks and
chairs etc. Steve struggles to push the clutter out of his way.

                                                           45.


Jill finds a doorway, the word "STORAGE" written on a card
on the front of the door.

                         JILL
            Here.

She opens it, and the scene inside is even worse than out
here. Completely trashed. Desks, chairs, filing cabinets and
everything else are just carelessly tossed around this room.

INT. STORAGE ROOM - CONTINUOUS

Steve enters, and sets the flashlight on top of a desk.

He turns to look around and spots a small cabinet in the
back of the room labeled: "RESTRICTED FILES".

He tries to open it but there is a lock.

Steve looks around for a moment, until his eyes meet Jill.
Already in motion, she drops a brick into his waiting hand.

he takes the brick from her bludgeons the lock open.

Inside there is only a single file.

He pulls it out and on the cover is his daughter's name.
Inside it there is a single page that says: "THE CHILD IS
PROGRESSING AS EXPECTED". And a single room number: 706

He flips it over, expecting more to be on the back, but
there is nothing. Steve is beginning to look increasingly
frustrated. He shows it Jill.

                         JILL
            I know this room. It's one level
            above us, in the sub-basement. It's
            like a, like a media classroom. But
            it's been closed down since before
            I got here, because of the-

                         STEVE
            Because of the what?

                         JILL
            Asbestos.

                         STEVE
            Oh... I'm starting to be glad I
            didn't enroll my daughter here.

                         JILL
            Apparently, you did.

                                                           46.


He stares at the paper in the folder.

INT. BASEMENT LEVEL 1 - NIGHT

Jill and Steve exit the stairwell after their one-floor trek
upwards. This basement is more well kept, but still dingy
and dirty.

He walks down a long, narrow hallway. To the left of him is
a large glass window that looks into a room with many small
cribs and looks like an area for kids.

Several of the cribs have been toppled over and/or destroyed.

Steve walks down the narrow rows of the small room.

                         STEVE
            What is this place...  ?

                         JILL
            This building used to double as a
            nursery. Before all the asbestos
            starting falling from the ceiling.

He looks up, sees a sign above that reads "NURSERY", covered
in dust.

                         STEVE
            Homely.

Both of them continue to walk on, when Steve hears a
creaking sound. He looks over, and sees a metal door
creaking open slowly.

After a moment,

                         STEVE
            Over there.

Steve and Jill go over to the creaky door, and enter the
small back room of the nursery.

INT. NURSERY BACK ROOM - CONTINUOUS

The room is incredibly dark and even their flashlights
barely do anything to illuminate the small room.

Jill shines her flashlight along the walls. She notices how
utterly small it is. There's no furniture of any kind, no
bookshelves, no filing cabinets.

                         JILL
            Wonder what this room was used for.

                                                           47.


She continues shining the light across the walls until it
hits something on the far wall, something protruding from it.

Jill jumps, a short cry escapes her mouth, before she really
gets a clear look at it. Steve shines his light on it as
well, after the initial shock.

Hanging from the ceiling, there is a man, dead, stapled to
the wall at an angle. Naked. Bloody. Strange occult symbols
have been carved into his flesh.

                         STEVE
            Christ...

                         JILL
            He still looks... fresh.

                         STEVE
            That he does.

Small drops of blood drip from the symbols carved into his
chest.

                         JILL
            How long do you think he's been here?

                         STEVE
            This man's been dead for more than
            just a little while.

                         JILL
            How much longer?

                         STEVE
            I'd say a few years longer.

                         JILL
            How do you know that?

                         STEVE
            Uncle was a mortician. You smell that?

She sniffs the air.

                         STEVE
            They're preservatives. He's covered
            in them.

                         JILL
            Why is he still dripping blood then?
            How is it possible?

                         STEVE
            I don't know.

                                                           48.


                         JILL
            Well, who would want to preserve
            THAT? I mean, what's the point?

                         STEVE
            I don't know.

Steve sees something as he watched the blood drip down.

                         JILL
            Listen, Steve. What kind of a
            nursery has a-

                         STEVE
            Quiet. Look.

He shines his flashlight on what has caught his eye. The
blood dripping from the man's wounds are falling onto a
rectangular-shaped box, about three feet long, on the ground
beneath the corpse.

Steve can vaguely see the shape of some sort of occult
symbol (The Circle of Amon) beneath the rectangular box.

Steve begins to bend down in front of the box.

                         JILL
            Don't open it.

                         STEVE
            This room was obviously important.
                   (gesturing to the corpse)
            This box is the focal point.

Steve pulls the box closer to him, drawing it away from the
dripping blood.

Steve slowly opens the wooden box to reveal the skeleton of
a newborn baby inside. His spine has been severed at the
neck, and his ribcage strewn about the rest of the box.

Steve and Jill both look on in horror.

                         JILL
            Is that from decay? Like, bone
            decay? Why its bones are that way?

                         STEVE
            No. His heart's been ripped out.

Something else catches Steve's eye, something  on the ground
where Steve just removed the box.

                                                           49.


                         JILL
            Oh my God... This is, this is... It
            was just a baby. Why would they
            kill it?

                         STEVE
            It looks like some kind of ritual.

                         JILL
            But human sacrifice?

                         STEVE
            Maybe something went wrong. Maybe
            it wasn't who they thought it was.

Steve pulls out the item from beneath the wooden box.
They're documents of some kind. Pictures. Steve looks at
them as Jill continues near hysteria.

                         JILL
            But it was just a baby... An infant,
            not a month old. And they...
            Steve?... Why do you look so scared?

Without looking up, he hands her the pictures and walks out
of the room.

                         STEVE
            Because these are pictures of my
            daughter.

Jill looks at the pictures in her hand. There are several
pictures of an infant girl in a crib, as a hand enters the
frame and draws a strange symbol on her forehead with a red
liquid. There are many like this.

After a moment to take it in she chases after Steve.

                         JILL
            This could be anyone!

                         STEVE
            I know my own daughter!

                         JILL
            But this baby is brand new. They
            all look alike then. How do you
            even remember that far back so clearly?

                                                           50.


                         STEVE
            She's my daughter. I've memorized
            every inch of her face, from every
            day of her life. She's my flesh and
            my blood - I would know her
            anywhere.
                   (beat, he starts to
                   tear up)
            She has never, EVER, been in this
            town before.

                         JILL
            We don't know where these pictures
            were taken.

                         STEVE
            Check the last one.

Jill looks through the pictures again and in one of the wide
shots it's clear the hanging corpse's feet, from just a
moment ago, are slipping into the frame of the picture.

Pieces of words are cut off before they leave Jill's mouth
as she struggles to find more possibilities.

                         JILL
            What do these mean?

                         STEVE
            Something is wrong with this town.
            The whole place has been brainwashed
            or something. Mass hysteria. And my
            daughter is lost out there in it.
            We have to get her back. Right now.

INT. BASEMENT ROOM 706 ENTRANCE - LATER

Steve and Jill are still wandering in the basement, looking
for the room. Steve hangs back, looking around corners as
Jill moves on ahead.

Soon, Jill looks up and sees the room number, 706.

                         JILL
            Steve, it's over here.

Steve hurries over and grabs for the handle. The door
struggles to open.

He puts his body into it, leans against it, and it pops open,
billowing dust everywhere.

                                                           51.


INT. BASEMENT ROOM 706 - CONTINUOUS

The room is filthy from the years of neglect.

Tables line the walls, as well as a large portion of the
middle of the room. Covering the table-tops are televisions
with VCRs beneath them. They're a few years old.

Jill spots a VHS tape sticking out of one of the VCRs.
Immediately she goes to it and pushes it in. She hits play.

                         JILL
            What now?

Out of nowhere, all of the televisions come alive. Static
blares on on all of them at the same exact moment.

The entire room is lit up from the dozens of televisions in
the room. Steve slowly walks up to one. Underneath the
static sound, it sounds like breathing.

Steve gets right in front of it, and something changes. The
static changes - it's moving.

There's someone behind the static, a figure, indescribable
because of the interference. It's difficult to see anything
at all, except its motion.

A sound comes through. Some kind of feedback. Like a scream,
but in reverse. It's coming from somewhere deep inside the
TV, deep inside wherever the broadcast is coming from.

His daughter's face gets clearer behind the static.

                         ASHLEY
                   (garbled by static)
            Daddy!

                         STEVE
            Ashley?!

You can begin to see her features now. A black and white
outline of his daughter's face, inched right up to the
screen. The same on all the screens. The static tries to get
worse, vertical bands, horizontal bands, momentary lapses of
broadcast. But she stays.

                         ASHLEY
            Daddy!? Daddy, is that you!? Where
            are you?! I can't see you here. I
            don't like it here. Save me, Daddy!

The feedback behind her voice is worsening. Blaring sounds.
Static. Electronic howls. Growling. Screaming. Crying.

                                                           52.


Jill can only look on in horror.

                         STEVE
            I will! But tell me where you are!
            Let me find you!

Steve is going crazy.

                         ASHLEY
            Daddy, I can't hear you anymore!
            Where are you?! - - Oh no. He's
            here. I have to go or he'll hurt me
            again!

                         STEVE
            No, Ashley! Tell me where you are!

But she leaves, the features of her face disappear. Leaving
only the innumerable kinds of strange static.

                         STEVE
            Jesus Fuckin' Chri -- ASHLEY!

Steve pounds on the television, but nothing happens.

The static sound returns to normal. All of the television's
blink off at the same time. Thrusting them back into darkness.

EXT. PARKING LOT - NIGHT

QUICK CUTS

- - Steve and Jill run out into the open area and eye
several parked cars. Steve runs to the first one and pulls
the handle but - -

- - LOCKED - -

- - Jill rushes to another quickly, which is a few feet away,
and it too is locked - -

- - But the third one that Steve reaches for is not. He
opens the door quickly and gets in even quicker. Jill
follows him in fast - -

INT. CAR - NIGHT

- - Steve looks up to the fold down mirror and pulls it down.
A set of keys falls into his lap. He hastily retrieves them
and ignites the engine  - -

- - They speeds down the long deserted road - -

                                                           53.


- - Steve looks down to the section between him and the
passenger seat - -

There is a CELLULAR PHONE perched in its charger unit. Steve
reaches down and struggles to free it.

It comes loose after a moment with a jolt and Steve dials in
911 while struggling to stay focused on the road.

He only hears the operators beep.

He shakes the phone, taking his eyes off the road for an
instant...

                         STEVE
            God dammit!

                         JILL
            Steve!

He shoots his eyes back up towards the road and gasps from
what is ahead of him.

The road in front of him has been heavily uprooted, like a
small mountain. The metal support beams entangled with the
rubble.

Steve slams his foot on the brake. The car spins a half turn
and slams into the massive rubble pile with its side.

Steve and Jill are thrown around the inside of the car like
a ragdoll. Steve's head bashes the steering wheel, instantly
reopening the wound on his forehead. Blood flies everywhere,
covering him and the inside of the car. Jill smacks her head
don the window, breaking it.

Steve slumps down in the seat. His eyes are closed. He
doesn't move.Neither does Jill.

FLASHBACK: INT. STEVE'S BEDROOM - NIGHT

The wine bottle shatters on the ground. Steve looks to Terri.

Her chest is heaved upward, like something is holding her up.

But it's different this time, there IS something there.
Something reaching through her chest from behind - a hand,
draped in a thick, black cloak.

But the hand, stretching up to the elbow before vanishing,
is all that can be seen.

                                                           54.


PRESENT: INT. HOSPITAL - NIGHT

Steve slams his eyes open, jumping to consciousness. He sits
up from the hospital gurney.

He stands up and holds his head, groaning in pain.

                         STEVE
            Fuckin' cell phones...

Steve looks around. He sees the obviousness of the Hospital,
and immediately understands where he is.

                         STEVE
            Jill? Jill?!

She's nowhere in sight.

                         STEVE
            Shit.

Still confused, he exits through a set of swinging double doors.

INT. HALLWAY - NIGHT

The hallway has a few cracks in the walls and the paint is
beginning to thin everywhere.

                         STEVE
            Jill?

The lights on the ceiling hang from long, thin cords. They
all sway from side to side at different intervals, throwing
wild shadows all over the hallway.

A plethora of fall leaves have blown in from somewhere, they
now fill the hall. A draft sends them into the air, and
dancing down the hallway as Steve can only watch. He starts
to follow them.

Steve doesn't see, to his side, the hint of a shadow of
someone standing there. After the swinging light hits it and
retracts, the figure is gone.

The lights flicker, a buzzing sound, then they slam off
entirely.

Steve taps the flashlight in his breast pocket. It gets
brighter for a moment.

                         STEVE
            That's better.

                                                           55.


It dies and shuts off completely. All that's left is the
bustling of the leaves.

                         STEVE
            Shit.

He bashes the side of it in anger but it doesn't come back on.

He tosses it aside and reaches into his pocket. He pulls out
the ZIPPO lighter from before and ignites it, just barely
lighting up the room enough for him to see.

A shadow dances in front.

He proceeds with caution. He takes long, waiting footsteps.

There is whispering all around Steve. Dark whispering,
maniacal almost.

Ahead of him there is another series of soft squeaks.

A ceiling light down the hallway jumps to life and shines a
small area of light in the vast darkness.

Steve takes off down the hallway, running for the light
source as fast as he can.

When he gets there the light is above an OVERTURNED
WHEELCHAIR, lying on its side, with its wheel spinning
curiously, causing the squeaking sound.

He passes by it hastily, trying to avert his eyes.

Another light comes on in the distance. Steve runs to it
quickly.

It is a hospital gurney with a spot of blood on the sheet
that is raised over what looks to be a body.

Steve stares at it, his face plastered with worry, fear.

He runs down the hallway.

He sees a sign above a door. "MORGUE". He enters.

INT. MORGUE ROOM - NIGHT

There are a myriad of gurneys with sheets draped over them.

He walks up to one and reads the chart on the end of it. "38
years old".

He reads the one next to him. "42 years old".

                                                           56.


The next one. "55 years old".

The room is filled with them, all of them adults.

Steve looks horrified. He backs out of the room carefully.

He runs through another door into a back room.

INT. BACK ROOM - NIGHT

Steve suddenly finds himself in a very dark room, with only
the light of a few small candles flickering. It is another
hospital room, like all the others - beds, tables, medical
supplies. But something is just off about it, something
dreadfully wrong with this place.

Steve walks around the room, sees nothing obviously sinister
about the room.

Then he rounds a back corner into a small hallway, a
changing room of sorts.

The room has been converted into a shrine for someone. There
is a small elevated portion, a podium, with pillows and
blankets. It looks to be a bed.

Steve looks down and sees, underneath the bed, partially
hidden by its surface area, the same strange marking that he
has seen before.

He looks up and sees the symbol, etched into the ceiling
above the "bed."

As he stares at the ceiling a noise in the back of the room
startles Steve - an instrument tray crashes to the floor.

He races to the back of the area, there are the sound of
footsteps in front of him.

Steve rounds the corner and he is back in the interior of
the hospital, inside the nurse's booth.

INT. NURSE'S BOOTH - CONTINUOUS

He rifles through the many papers on the desk and finds one
that catches his eye. At the top of the page reads:
ADMITTANCE REPORT FROM PSYCHE WARD, in big, bold letters. He
reads the report aloud.

                                                           57.


                         STEVE
            "Child experienced multiple
            disillusion syndrome with acute
            suicidal intentions. He was treated
            for his illness and released. The
            next day he was found hung by his
            throat with a bed sheet over his
            bed. The child was dead upon
            arrival."
                   (beat)
            Oh, God.

He spots a piece of paper, with the same letterhead, with
his daughter's name just beneath that. He reads it as well.

                         STEVE
            "Child was admitted with a
            multitude of neurological and
            psychological deficiencies. And,
            also may have suffered physical
            abuse by an adult. Strange markings
            on her shoulders and stomach have
            been found with no clear source of
            abuse. Also... "

There is an odd noise coming from the patient room next door
to him. Like a rope being stretched, being pulled and tugged
tightly together.

Steve locates the door in the dimming lights of the hospital
hallway.

The door to the room is ajar. Steve slowly pushes it open.
The hinges squeak and groan.

INT. PATIENT ROOM - NIGHT

Once the door opens he sees him hanging there. A boy in a
white hospital gown, hanging from a bed sheet that is bound
around his neck, connected to a pipe in the ceiling. He
spins in a circular motion slowly, almost unmoving.

Steve walks a little closer to the boy, dead for sometime,
within arms reach.

He reaches out to the boy just as he spins enough to be eye
to eye with Steve.

                         STEVE
            Oh my God.

Steve makes contact with the child's gown. The boy's eyes
pop open and his body jumps to life.

                                                           58.


Steve screams and jumps backwards, colliding with a hospital
tray loaded with dishes.

As he struggles to get back to his feet, the boy struggles
to remove the noose around his neck. He gets it free and
drops onto the bed. It squeaks loudly.

Steve runs out of the room back out into the hallway, and
makes a be-line for the double doors that exit the hospital.

LOCKED

The boy slowly rounds the corner and picks up a scalpel on a
tray as he slowly walks towards Steve, a sinister smirk.

Steve struggles with the door, shaking it madly, tugging at
the handle.

The boy draws nearer, tossing the scalpel between his hands.

Steve goes to his left and grabs a chair against a wall. He
picks it up and hurls it at the glass doors.

It shatters and falls to the floor. Steve climbs through the
opening hurriedly as the child draws so very close to him.

EXT. HOSPITAL - NIGHT

He runs and collides with a nearby ledge, falling down,
leaning against it to catch his breath.

He looks up to search for the boy again, but he has
disappeared from sight.

A figure, dressed all in black with a long black trench coat,
and slicked back black hair, looms over him, standing
crouched on the ledge behind Steve. GABRIEL. His voice is
raspy, uncaring, and cocky. Gabriel speaks with a soft laugh,
marveling at his own genius.

                         GABRIEL
            Hi, there.

Steve yells again and jumps up from his resting spot to his
feet, staring at Gabriel.

                         GABRIEL
            Ah, so I see you have met my little
            messenger.

                         STEVE
            Messenger?

                                                           59.


                         GABRIEL
            Yes, he's been helping us both out
            really. Telling me about where you
            are. Leading you towards me,
            leaving small clues just luckily
            lying around when you're not looking.

Images flash in front of Steve's eyes.

- The file placed underneath his feet in Walton's house -

- The files in the hospital -

- The little girl in the fog -

Steve, understanding,

                         STEVE
            What do you want?...

                         GABRIEL
            I have told you before to stay away
            or I would be forced to deal with
            you. Now I'm dealing with you.

                         STEVE
            You. That was you on the phone.

                         GABRIEL
            Yes.

                         STEVE
            You son of a bitch! Give me back my-

From deep within the shadows behind Gabriela dozen or more
of the town's children emerge. They stop and stand behind
Gabriel, protecting him. Several growling Dobermans come out
as well.

Steve's anger subsides, the appearance of the kids and
animals makes him think twice about advancing on Gabriel any
further.

Gabriel just stands there, with the horde behind him,
smiling smugly.

                         STEVE
            Who are you?

                                                           60.


                         GABRIEL
            Who I am is of no importance to you.
            It's what I'm after that you should
            be concerned with. Do not worry,

            Steven. It is not you or your
            pathetic existence that I'm after.
            No, I'm after something much grander.

                         STEVE
            Ashley...

Gabriel just looks at Steve, Gabriel's eyebrows raised high
in satirical questioning.

                         STEVE
            What the hell have you done with her?!

                         GABRIEL
            Do not worry about your daughter.
            She is safe. She is of no use to us
            if she is harmed.

                         STEVE
            Why Ashley? Why the children?!

The moment Steve raises his voice Gabriel leaps off the
balcony. In an instant he has Steve by the throat, throttling
him against the wall.

                         GABRIEL
            Lower your voice when you speak to me!

Gabriel releases his vice from Steve's neck. Steve falls to
the floor, coughing.

As Gabriel walks back to the horde of kids and animals,

                         GABRIEL
            A child's mind holds far less
            authority over itself than an
            adult's, you see. It is less mature.
            It has fewer defenses against...
            outside influences. All I have done
            is lead them in the direction that
            their immature little minds already
            wanted to. Swayed them towards a
            new purpose. The same holds true
            for them all, even your daughter.

                         STEVE
            You lie. You poisoned them.

                                                           61.


                         GABRIEL
            Poisoned? I was merely a teacher.
            Someone to guide them down life's
            little path.

                         STEVE
            I don't believe you.

                         GABRIEL
            Just how long has Ashley been here?

                         STEVE
            Since tonight.

Gabriel chuckles under his breath.

                         GABRIEL
            You saw the records at the school,
            the birth photos. She wants to be
            here, Steven. One more traumatic
            event is all I need to throw her
            over the edge. I'm seeing that one
            through now.

                         STEVE
            No! You're a liar!

                         GABRIEL
            It's all the same, really.

                         STEVE
            The adults... What about the adults,
            the parents? What happened to them?

                         GABRIEL
            You know, I have found that there
            is such an innocence about children
            that seems so sincere that it
            actually catches people off guard.
            I've watched as mothers pass by
            their sons holding what looks to be
            a fake kitchen knife and not give
            it another thought. Only to turn
            her back and -

Gabriel makes a throat-slicing motion. He leans in tight to
Steve.

                         GABRIEL
            It's not fake Mom, it's not fake.

                         STEVE
            You... you made these kids kill
            their own parents?

                                                           62.


                         GABRIEL
            I didn't make them do anything that
            they didn't already want to.

                         STEVE
            Why my daughter? Why Ashley?

                         GABRIEL
            Well, if you must know -- Ashley...
            is our savior.

                         STEVE
            What?

                         GABRIEL
            She is the one that will lead me,
            you, this entire God-forsaken
            planet into darkness. She is the
            chosen surrogate daughter of Satan.
            The Anti-God.

                         STEVE
            You son of a bitch, you're sick. I
            won't let you do this.

                         GABRIEL
            Isn't it said that enough traumatic
            events in a child's early life can
            have negative repercussions forever
            on that child? The moving of a
            family...  The death of a parent,
            for instance.

                         STEVE
            Terri...

                         GABRIEL
                   (uncaring)
            Yes, how tragic. Now she is already
            headed down the path that we have
            chosen for her. And, well--

                         STEVE
            Who are you?

Gabriel's image suddenly changes, suddenly serious. He leans
in closer to Steve.

                         GABRIEL
            I am so many, many things, Steven.

                         STEVE
            Tell me your name!

                                                           63.


                         GABRIEL
            Which one would you like? Michael?
            Sammael? Azrael? Mot? Suriel? There
            are so many, Steven.

                         STEVE
            Satan?

                         GABRIEL
            No...   but close. Merely someone
            who has followed in his footsteps,
            you might say.
                   (beat, leaning closer)
            I...  am the Angel of Death. The
            black hearted demon kicked out of
            Heavens' doors only to land in an
            even more terrible place. Sent down
            upon this damned place to bring
            forth the everlasting and forever
            torment and darkness. To give life
            to the demons that have survived in
            the shadows for thousands of years.

Gabriel leans in until he is next to Steve's ear. He
whispers into it.

                         GABRIEL
                   (whisper)
            And to make your daughter lead the way.

                         STEVE
            You bastard! I swear to God I'll
            kill you!

Steve throws a punch at Gabriel, just as he looks to one of
his children by his side. Effortlessly, Gabriel catches the
fist just before it makes contact. He slowly looks back to
Steve, almost as if he's annoyed.

Gabriel's hand clenches tight around Steve's fist. Steve's
face contorts with pain.

                         GABRIEL
            Don't throw the G-word around like
            that. I hate that word.

Gabriel clenches tighter. Steve's knees buckle.

                         GABRIEL
            I've humored you long enough.
            Consider this your final warning,
            Steven. Leave this town, forget
            about your daughter, or... I will
            rip her pretty little head off...
            and feed it to you.

                                                           64.


He stops, releases his vice  He glances at his watch.

                         GABRIEL
            Oh, look at the time. So little
            time left. So, for now, I must go.
            But when the sign of Satan appears
            on your watch, we will meet again.
            Oh, and just so we're perfectly
            clear with one another, I leave you
            with a gift.

Gabriel walks off, into the alley past the myriad of
children. The darkness consumes him, and he disappears.

Steve takes a step after him, and looks like he's going to
chase him down. The dogs start growling. Showing their fangs.
And Steve stops dead.

The dogs take slow steps forward, advancing on Steve. Steve
matches their steps in reverse.

The dogs take off at Steve. Steve does as well, only in the
opposite direction.

Steve turns down an alley, with no other recourse. The dogs
quickly gain on him, much faster than he is.

One of the five dogs leaps onto Steve's back, biting at his
neck. Steve is taken to the ground.

The other dogs mount steve as well. Biting. Tearing. Eating
Steve alive. Steve struggles to fight them off, but they are
too powerful for him.

In desperation Steve reaches out with his hand for anything.
He manages to grab a metal trash can lid from a toppled
container near the wall.

Just as one of the dogs takes a huge chunk out of his leg.

Steve screams. And floors the animal with the metal lid. It
yelps and leaps off his leg. Steve hits the creatures until
they have let go enough for him to get to his feet. He runs
down the alley.

One of them leaps at Steve again, but he swats it out of the
air with the metal lid, knocking it to the ground.

Steve comes to a fence. Without thinking, he leaps onto it
and struggles to climb over as the dogs gnaw at his feet and
legs.

After a few harrowing moments, Steve manages to fall in a
heap onto the other side of the fence.

                                                           65.


The dogs bark like mad just inches away.

Steve rolls onto his stomach, trying to brace himself with
his arms, but have found that they have gone weak and they
shake as he puts his weight on them. Steve's leg flares with
searing pain, as blood pours out from the gaping bite wound.

He slowly gets to his feet, his leg trailing LIFELESSLY
behind him, pouring out a river.

EXT. ALLEY - NIGHT

Steve walks in the cold darkness and fog, clutching his thigh.

The alleyway begins to narrow as Steve travels the length of
it, increased by the clutter of trash and garbage pouring
out from a trash container, which also heavily hinders his way.

Steve looks paranoid, looking over his shoulder constantly,
he rushes through the alley, until he finally finds a nearby
building - The Police Station.

EXT. POLICE STATION - NIGHT

He HOBBLES to the doorstep, struggling to lift his leg.

He reaches for the door handle, but the door is already
cracked ajar.

He hesitates for a moment, looking over his shoulders, then
enters.

INT. POLICE STATION - NIGHT

He shuts the door behind him. He locks both locks and the
deadbolt before leaving it.

He notices a set of stairs in front of him. Small, only
about five steps, that lead up to the area where the desks
are located.

Steve walks down the Police Station hallway. He sticks close
to a glass divider, one that does its duty, between the
lobby and the officer's desks.

He sees a sign, hanging high in the wall, it reads: CELL
AREA. He follows the arrow.

The station is a mess. Papers everywhere. Desks in shambles.
Complete dilapidation. People left here in a hurry.

Steve continues down the passage until he reaches a door
that reads: CELL AREA. He enters.

                                                           66.


INT. CELL AREA - NIGHT

The cell room is a small, local size.

Steve slowly walks along the length of the cells, holding
his leg in pain, heading for the desk in the corner.

As he passes by he notices one of the cell doors open just
enough for him to stick his hand through.

He wedges his fingers in and pushes the cell door open,
which requires a lot of effort.

INT. CELL

On what used to be the bed Steve immediately notices
something strange; what looks to be an antiquated music box,
ballerina and all.

Steve looks at it and opens it, the clingy music starting up
as soon as he does.

He's confused to the tune at first, but after just a few
moments his face shows he starts to recognize it, now
distorted and changed to meet other needs.

                         STEVE
            Baby...  baby...  naughty baby...

Just as he finishes his words the music almost drowns out
completely, but in its wake there are a million very real
screams meshed together into one.

After a second more and more disturbing sounds begin to
filter in, a number of grotesque inhuman groans, dogs
barking, babies crying.

And finally a laugh, the laugh drains out all else, becoming
more and more extreme, getting louder and louder, as the one
laughing laughs harder and harder.

Steve looks disgusted. He hurls the box against the concrete
wall. It breaks into a dozen tiny ballerina pieces on the
ground, but the laugh remains, getting even louder.

Steve turns and jogs away, closing the cell door in front of
him as he does so. He goes into a back room, through a
wooden door.

INT. CELL ROOM - CONTINUOUS

It's a small holding room, with three cells, and a desk
where a cop would keep watch. The room is dark. Steve
doesn't shut the door behind him.

                                                           67.


In the last cell a shadow moves without his notice in silence.

He comes to the last cell and a hand jumps out and GRABS him
through the cell grates.

                         JILL
            Steve.

He screams and jumps as the hand grasps around the collar of
his shirt. He yanks himself free and collapses into a wooden
chair nearby.

                         STEVE
            Jesus Christ. Jill? What the fuck
            are you doing here?

                         JILL
            Me? What the fuck are you doing here?

                         STEVE
            Hiding.

Jill sees his leg, torn to shreds and bleeding onto the floor.

Genuinely concerned,

                         JILL
            What happened to you?

                         STEVE
            Oh, nothin'. You know, just some
            kid and flesh eating pets.

Jill makes no move towards the cell door.

                         JILL
            You need to get that looked at.

                         STEVE
            By who?!
                   (beat)
            I'll be alright.

Steve tears off his sleeve, and ties a tourniquet just above
the wound on his leg, cutting off the blood flow as best he can.

After a few moments of anguish,

                         STEVE
            Where the hell did you go? How'd
            you get in there?

                                                           68.


                         JILL
            This cell is the only safe place in
            this damn town.

                         STEVE
            Where's the key? Let's get you
            outta there.

Jill holds the key up so that Steve can see it.

                         JILL
            Like I said, this cell is the only
            safe place in this town.

Neither of them see it, but the fog slowly fills the tiny
window behind Jill in the cell.

                         STEVE
            We have to get the hell out of here.
            Come back with help.

                         JILL
            Come back?!

                         STEVE
            Yes.

                         JILL
            Why?

                         STEVE
            My daughter is still out there!

                         JILL
            Your daughter is dead!

This stops Steve cold.

As a minute amount of fog begins to creep past the slightly
ajar door from where Steve entered.

                         STEVE
            I can't believe that.

                         JILL
            You have to. You have to stop
            trying to find her, Steve. She's
            gone.
                   (beat)
            Believe me, I know.

                         STEVE
            And just how do you know?!

                                                           69.


She waits a moment. She turns and sits on the bench in the
back of the cell.

                         JILL
            My niece. She was a student of mine
            ever since I started teaching here.
            After a few of the other children
            started to go missing her parents
            died. House fire. Electrical, they
            said. I took her in, raised her
            like my own. She practically was
            anyway. After a few days she went
            missing too. My husband and I tried
            to find her. But there was an
            accident when he was driving. It
            was an icy road and... He didn't
            make it after that.
                   (beat)
            So, unless you want to wind up like
            him you might as well stop looking
            for her right now.

                         STEVE
            She's my daughter. My daughter. I
            can't just stop looking for her.

Jill sees it, the fog creeping across the floor, beneath the
chair Steve has collapsed in.

                         JILL
            Steve...

She spins around, and sees the barred window behind her
completely blocked by smoky fog. It's creeping, and filling
her cell.

                         JILL
            Steve, we have to get out of here.

                         STEVE
            What?

Steve sees it, and rises out of his chair slowly.

                         STEVE
            Oh, God...

                         JILL
            Steve!

She rushes to the cell door. She yanks the key from her
pocket, and holds it through the bars for Steve to grab. He
does, and fumbles at the lock with it.

                                                           70.


                         JILL
            Did you shut the door when you came in?

                         STEVE
            What?

                         JILL
            They can't get in if there's no way
            in. It's a, a barrier thing.

                         STEVE
            Who the fuck is "they?"

                         JILL
            Them. The things in the fog.
                   (beat)
            The same things that took your
            daughter.
                   (beat)
            Steve, did you shut the door? Can
            they get in?

Steve looks at the amount of fog now filling the room, and
pouring in from the windows.

                         STEVE
            I'd say they were already in...

                         JILL
            Hurry, get it open. We have to get
            out of here.

Steven unlocks it quickly, and they head out the door,
wading carefully through the rising fog.

EXT. ALLEY BEHIND STATION - NIGHT

Jill practically carries Steve down the alley, with most of
his weight leaning on her shoulder. His bloody leg hangs
limp at his side.

EXT. STREET - NIGHT

Jill and Steve exit the alley onto a street.

There is only one path through the fog that Jill can see.
And it leads right to-

INT. CHURCH - NIGHT

Jill sets Steve down in one of the pews in the enormous
Baptist church. She closes the door, and makes sure to lock it.

                                                           71.


Suddenly, a man in a black robe enters from a back room of
the church. He rushes out, frightened looking.

Steve and Jill immediately look to him. The man is JOHN, the
Pastor at this church. Middle-aged, 40's, but his gray shows
through. He's still wearing the small white collar beneath
his black shirt collar, the sign of the Clergy.

                         JILL
            Who are you?

                         JOHN
            My name is John. I am the Pastor at
            this church. Who are you people?

                         JILL
            I'm Jill and this-

                         STEVE
            -Steve.

He stands up, not without help from Jill, and hobbles the
few feet to one of the pews.

                         STEVE
            The name suits you well.

                         JOHN
            He needs help.

                         STEVE
            I'd say so.

                         JOHN
            What are you doing here?

                         STEVE
            What, no sanctuary, Father?

                         JILL
            We need a place to hold up for a
            while. A place where we can feel safe.

                         JOHN
            Don't we all? Don't worry, you will
            be safe here. A church is holy
            ground. Nothing can enter here.

Beat. Jill and Steve look at each other nervously.

LATER

The church is now silent, with few noises piercing the eerie
silence.

                                                           72.


BANG! BANG!

Nails are driven into the wood that is now placed over the
open area where the stained glass windows near the door used
to be.

Steve drives the last nail and drops the hammer, exhausted,
onto the floor. His leg is bandaged heavily.

                         STEVE
            Well, that's the last one.

                         JOHN
            What now?

                                            DISSOLVE TO:

LATER

The church is still. Nothing moves now. No one says a word.

Jill sits in a pew, her legs bundled close, in an upright
fetal position. She's terrified.

John kneels in front of the giant crucifix statue behind the
altar of the church.

Steve sits far away from the others, his wallet open in
front of him.

He looks down, at the pictures of Ashley open in his lap.
His face reddens. He fights again to hold back his tears. He
is not successful.

                                            DISSOLVE TO:

LATER

Steve looks over to Jill, who has fallen asleep on the long
wooden benches, using a rolled up blanket as a pillow.

                         STEVE
            I don't know how she can sleep.

                         JOHN
            She's exhausted. That can typically
            outweigh everything else that's
            going on.

                         STEVE
            Yeah, I guess.

                         JOHN
            So, what's your story?

                                                           73.


                         STEVE
            My story?

                         JOHN
            Why you're here.

                         STEVE
            Me and my daughter drove up here.
            We were on our way to the new house
            and -

                         JOHN
            You were moving? Why?

                         STEVE
            My wife...  My wife died... less
            than a year ago. It took me most of
            the year just to get myself out of
            bed. After that I just couldn't
            stay in that house anymore. Too
            many memories, I guess.

                         JOHN
            What happened? How did you end up
            in this...  place?

                         STEVE
            I don't know. We were on a slick
            road and - I don't know. The Jeep
            just flew off the road.
                   (beat)
            God, it looked so much like a
            little kid.
                   (beat)
            When I woke up, she was gone.
            Ashley was gone. The only place she
            could have gone was here. Now that
            thing outside...  it has her.

                         JOHN
            What? What thing?

                         STEVE
            That thing. Whatever the hell it is,
            it's got her.

                         JOHN
            How can you be sure?

                         STEVE
            He came to me.

                         JOHN
            Who was it?

                                                           74.


                         STEVE
            I don't know. He gave me a list
            but... none of them were real.

They sit in silence.

                         STEVE
            Wait. Someone did say something. It
            seemed...  important. He said
            something about a kid, in this town
            a long time ago, being crucified...

                         JOHN
            Gabriel?

                         STEVE
            You know what he was talking about?

                         JOHN
            Crucifixions don't happen everyday.

                         STEVE
            Who was he?

                         JOHN
            Typical bad seed. Abusive parents.
            He came to me a few times. He...
            oh no.

                         STEVE
            What?

                         JOHN
            He liked to call himself different
            names. Names that connected with
            his from the past. We started to
            think it was schizophrenia, he was
            so involved in them...
                   (beat)
            One of those names was...  The
            Angel of Death.

                         STEVE
            What?

                         JOHN
            In biblical days one of the higher
            order of angels was named Gabri - -

                         STEVE
            No. The guy, the one I saw, he
            called himself that. The Angel of
            Death.

                                                           75.


                         JOHN
            It's not possible.

                         STEVE
            It's no coincidence. All those
            names and now this?

                         JOHN
            No. It can't be. They all watched
            that child burn.

                         STEVE
            Everything fits.

                         JOHN
            I don't know if they do, for sure.
            When dealing with this subject
            matter I am inclined to believe in
            anything. I believe in the heavenly
            Father above us, therefore I am
            forced to believe in what's on the
            opposite side of the spectrum - the
            evil that has plagued mankind for
            centuries and centuries. But if he
            is what he says he is...
                   (beat)
            What else did he say to you?

                         STEVE
                   (lying)
            Nothing. He said nothing.

Beat.

                         STEVE
            There was one more thing. I keep
            finding these strange markings. On
            the ceiling and on the floor. What
            does it mean?

                         JOHN
            I don't know. It could be...
            markings. Just like a map or something.

                         STEVE
            I don't know...

                         JOHN
            It could be anything.

                                            DISSOLVE TO:

                                                           76.


LATER

Steve appears close to sleep. His eyelids droop. His head bobs.

When he looks up again, the faint sound of music can be
heard. Jill and John are gone.

Steve looks around, searching for them, but they're nowhere
in sight.

He gets up, calls to them.

                         STEVE
            Jill? Where'd you guys go?

His voice has a strange echo in it. The music gets louder,
it echoes too. Steve knows the tune.

He looks to the left side of the church, as leaves blow in
from nowhere, blowing across the floor and pews of the church.

He looks to the right, children are playing hopscotch,
practically in slow motion. They don't need to move their
mouths to play the tune.

                         CHILDREN
                   (singing)
            Baby, baby, naughty baby/ Hush, you
            squalling thing I say/ Peace this
            moment, peace, or maybe/ He will
            pass this way/ Baby, baby, if he
            hears you/ As he gallops past the
            house/ Limb from limb at once he'll
            tear you/ just as pussy tears a
            mouse/ And he'll beat you, beat you,
            beat you/ and he'll beat you all to
            pap/ And he'll eat you, eat you,
            eat you/ Every morsel snap, snap, snap.

He tries his best to ignore the singing children. They do
the same to him.

There is only a single door in front of him. He recognizes
it - his bedroom door. He opens it, and enters.

INT. STEVE'S BEDROOM - CONTINUOUS - NIGHT

The wine bottle in Steve's hand falls to the floor,
shattering red wine everywhere.

He looks to Terri, her chest heaved upward, the hand
reaching into her back, clutching her heart.

                                                           77.


The cloaked hand becomes clearer suddenly, the visible
picture begins to expand farther up the arm.

Past the elbow. Past the shoulder. Up to the head and down
the length of the body. Steve can see the entire figure
killing his wife.

The figure is clothed in an enormous, thick black cloak. A
hood of the same is pulled over his head, hiding his face,
except his mouth. It doesn't look human.

It looks like the Reaper is clutching his wife's heart.

The figure slowly turns its hooded head towards Steve, and
its inhuman mouth twists into a snicker.

It yanks out its arm. And Terri falls to the floor limply.

It disappears in an instant.

INT. CHURCH - NIGHT

Steve jumps awake in his chair.

He is sitting by a boarded window. He was trying to search
past the cracks in the wood to watch the outside world,
before he dozed off.

He gets up.

Jill looks at Steve as he does so. He goes over and talks to
John softly, Jill can't hear what they're saying.

After a few moments, John walks to the back of the Church
and into another room, Steve walks over to Jill.

                         STEVE
                   (softly)
            We're going to go down to the lower
            levels. Make sure there's no way in
            or out.

                         JILL
            Ok.

                         STEVE
            Do you want John to stay with you?
            I can go alone.

                         JILL
            What? I'll be fine.

                                                           78.


                         STEVE
            No. You know what? I think John
            should--

                         JILL
            Steve, seriously. I'd much rather
            be up here than go into the dark
            basement like an idiot.

INT. CHURCH LOWER LEVELS - NIGHT

Steve and John walk down a small flight of stairs, into a
basement level of sorts. They both have candles.

                         STEVE
            How did the town get like this, Father?

                         JOHN
            Anything can be corrupted, Steve.

They reach the bottom of the stairs. It forks into different
directions.

                         STEVE
                   (to his left)
            That way. See if there are any
            exits. Any way that could get us
            out of town.

John walks off, the light from the candle flickering down
the hall with him.

Steve heads straight. Most of the lights down here do not
work, only a few, completely random ones.

Each room is connected to the hallway, they branch off. Each
room also has a connection into each of its neighbors once
inside, this way everything is connected.

Steve shines the flickering light of the candle in front of him.

He passes by Breugel's "Triumph of Death" an abstract
painting depicting Hell. Where skeletons ride horseback and
weigh the souls of their screaming victims on scales.

Steve goes into one of the rooms. He sets the candle down on
the desk, as he rummages through the drawers.

INT. CHURCH LOWER LEVELS, JOHN - NIGHT

John is already hammering down shutter doors on one of the
basement windows.

He finishes, and moves on to the next set.

                                                           79.


INT. CHURCH - NIGHT

Jill, still huddled in the pew, begins to nod off.

INT. CHURCH LOWER LEVELS, STEVE - NIGHT

Steve leaves the room, with candle in hand. He journeys to
the end of the incredibly long hallway. Each step creaks the
old floorboards.

He finally gets to the end of the hallway. There is a door
there, but after he reaches for it, he realizes it is locked.

Steve looks annoyed.

                         STEVE
            Nothing can be easy.

INT. CHURCH

Jill is fast asleep in one of the pews.

INT. CHURCH LOWER LEVELS, JOHN - NIGHT

John's hammer, nails, and wooden planks lay sprawled on the
floor. He is no where in sight.

INT. CHURCH LOWER LEVELS, STEVE - NIGHT

There is a heavy wooden crack as Steve kicks in the door.

Yellow "DANGER" tape flies everywhere.

Steve is now in the ruins of the old sunday school.

The place hasn't been cleaned for years. Planks hang from
the ceiling, cobwebs everywhere, furniture sprawled about
recklessly. It seems as though the darkness itself has
gotten thicker, Steve's candle barely makes a fuss.

Steve walks forward with caution.

A path in front of him is blocked by debris of all kinds. He
has to turn back.


Steve looks around. He sees only one viable path. He takes
it and enters the door it has led him to.

INT. CHURCH LOWER LEVELS, BACK ROOM, STEVE - NIGHT

The wood creaks open as dust fills the air.

This room could have passed for the library in its day,
regardless of its small size.

                                                           80.


Rows upon rows of books line the walls. Steve shines the
light from the candle over them as he struggles to read
their titles past the built up dust.

He finds nothing of interest.

He scans the room, looking for anything. He sees something
above.

He pulls back a twine of branches and cobwebs to reveal a
mini shelf attached to the ceiling.

He reaches in and pulls out several books, covered in a very
thick layer of dust.

Just as he wipes it off to read their titles, something
drops from the mini-shelf and lands with a dull thud in
front of Steve.

He bends down and picks up an ancient looking dagger, made
of what looks to be a type of stone. Steve stares at it,
almost lost in it, until-

                         JOHN
            Steve? You find anything?

John looks at him, puzzled.

INT. CHURCH - NIGHT

Jill rubs her eyes, awake. She gets up and walks off.

She looks lost. Steve comes up the stairs, with John behind.

Jill walks to a far corner of the church, near a desk.

She stares at the desk, and slowly, hesitantly, opens the
drawer with a shaky hand, the drawer rattling, almost like
she's frightened by something.

Steve walks towards her. He sets the books down.

The drawer is completely open now, Jill starts panting,
breathing uncontrollably, terribly fear stricken. She starts
to sob, loud, out of control. A small scream.

Steve puts his hand on her shoulder.

                         STEVE
            Jill...  ?

Jill spins around, screaming like mad. She flails her arms,
hitting Steve, trying to fend him off, fighting with all
that she can.

                                                           81.


                         STEVE
            Jill!

Blow after blow of female fury rain down onto Steve's chest,
Jill beating, pounding like she's fending for her life.

She screams out, delirious.

                         JILL
            No! No, get away! NO!

Steve starts to get her under control, her fury running low
on steam, more tears than anger across her face now.

                         STEVE
            Jill, it's okay! It's...  okay.

Steve hugs her tightly and she's suddenly back, aware again
of who and where she is, and who's in front of her.

                         JILL
            Oh God! Oh God, Steve. I'm so...
            sorry. I - I thought you were...
            o-one of th-them. Those things.

                         STEVE
            It's alright. It's only me.

Steve puts her into his arms, her tears buried in his chest.
Her sentence muffled she is so deep.

                         JILL
            We're all gonna die here. In this town.

As he hugs her he looks over her shoulder, into the open
drawer behind Jill.

In it there is only a single note, printed on the purest of
white paper in a runny black ink are the words: "LOOK BEHIND
YOU".

Steve takes his attention back to Jill, making sure she
doesn't see again.

                         STEVE
            I know...

LATER

Jill now sits at a table, alone.

John walks over with two cups of coffee and hands one to
Jill as she sits down.

                                                           82.


Steve finds another table located far from Jill and John.
Sitting alone he begins to think to himself, a pen and paper
aiding him.

He writes only three figures down, remembering the words in
his head.

                         GABRIEL (V.O.)
            When the sign of Satan appears on
            your watch, we will meet again.

On the paper are the numbers: "666".

Steve sits in thought, leaning back in his chair.

Almost without thought he doodles two dots amidst the sixes
so that it appears as a time: "6:66".

He sits up, his attention caught.

                         STEVE
            ... appears on your watch...

He draws a line under the numbers, separating them.

Under the line he writes: "6:60," taking a clock hour as far
as it can go.

To the right of that he writes: "= 7:00", meaning seven o'
clock.

He draws a line from the last six on the top line, bringing
it down to the 7:00 line.

He adds the six: "7:06".

He writes one final thing: "666 = 7:06".

                         STEVE
            It's a time...

He frantically searches for one of the dusty books he
brought up with him.

The cover is graced with some kind of foreign language
looking very old. He opens the book and begins to pan
through it. The inside of the book is filled with strange
looking monsters, along with angels and lots of writing. As
he reads on Jill and John strike up a conversation.

                         JOHN
            I asked this same question to Steve:
            Jill...  Why are you here?

                                                           83.


                         JILL
            I live here. I teach at the school
            uptown.

                         JOHN
            Ok. But why have you stayed?

                         JILL
            You know this place won't let any
            of us leave. It's sealed itself off
            somehow. I've tried to leave. Don't
            you think I've tried to leave? But
            every time I do something happens
            that keeps me here. Haven't you
            tried to leave?

                         JOHN
            No, no, no, young Jill. I decided
            long ago to stick around and try to
            fend this off.

                         JILL
            What possible difference did you
            think that you could have made?

                         JOHN
            A physical warrior I am not. But a
            warrior of God I am. The spoken
            word of the scripture is much more
            powerful than you give it credit.
            If these are indeed the forces of
            darkness as we suspect them to be,
            then the word of God can destroy
            through spoken word alone. Yet,
            somehow I have been unsuccessful
            thus far.

                         JILL
            Still... that's a glimmer of light.

                         JOHN
            Shadows cannot exist without light.

                         JILL
            But, if that were true, then where
            is God in all of this?

                         JOHN
            God will yet show his face. But
            only when it is most needed.

Steve searches through the book that he has opened.

                                                           84.


Steve finds a picture of another dark angel, another fallen
angel, who looks surprisingly similar to John.

He finds a passage on Gabriel.

                         STEVE
                   (to himself)
            "And after his arrival, the world
            is thrust into forever darkness.
            One from which it will never return.
            And upon thrusting the world into
            darkness his minions will scour the
            Earth, searching for any who may
            aid in the bringing of the darkness.
            And he shall make them his generals
            to lead the forces of the dark
            against the Heavens."

Father John walks to the window, thinking heavily about the
events. Jill seems lost in her own world.

Steve reads to himself.

He stops, looks to John, still pacing.

Steve closes up the book and puts it back onto the table,
covering another book that he previously overlooked.

Steve looks at his watch. He sees the time nearing 6 AM.

He looks outside through a crack on a window. It's still dark.

                         STEVE
            Forever darkness...

He spots something on his watch. He sees the brand name of
the watch: "EZEKIEL".

                         STEVE
            Ezekiel. Ezekiel...

Steve walks to another set of books. He pulls out a large,
old Bible.

He opens it up and hastily flips through the pages, until he
stops at the book of Ezekiel. He pans through it with his
finger, turning the page when it was called for. His finger
stops once he finds Chapter 7.

                         STEVE
            706.

He pans through the chapter, stopping at verse 6.

                                                           85.


                         STEVE
            Chapter 7, Verse 6. Of Ezekiel.

He finds the passage and reads it to himself.

                         STEVE
            "An end is come, the end is come:
            it watcheth for thee; behold, it is
            come."
                   (beat)
            When the sign of the Devil appears
            on your watch...

Steve looks to the passage.

                         STEVE
            The end has come...  Jesus.

                         JILL
            What is it?

                         STEVE
            Nothing. It's nothing. I just...  I
            just can't sit here anymore. I feel
            helpless, I have to go back out
            there. I have to do something.
            Something.

                         JILL
            You can't go. You still don't even
            know what's out there.

                         STEVE
            Maybe that's good. Ashley is still
            out there somewhere. And staying in
            here solving these little riddles
            isn't bringing her any closer to me.
            I don't fear them.

                         JOHN
            It's ignorance.

                         STEVE
            What?

                         JOHN
            You do not fear them because you
            know not what they are. You know,
            we all do, that something is out
            there but you rectify journeying
            outside by rationalizing the fact
            that you cannot say exactly what
            they might be. Noble. Stupid, but
            noble.

                                                           86.


                         STEVE
            Look, we still need supplies. The
            lights are fading, and between my
            one bullet and John's toy we're
            runnin' low on defense too.

                         JILL
            He's right. We can't pray that
            those doors will stay closed all
            night, that nothing will come after
            us again. And the batteries on this
            place are dying, the light's
            protected us so far, I don't think
            we should exactly let them dim.

                         JOHN
            He's right, of course. I knew this
            before I even met him, just, who
            plans on doing something about it?

John looks around the room, questioning them both.

                         STEVE
            It's me, I'm going. I saw a couple
            of places that might help us
            earlier, when I had a good look at
            a map. I think I can find it.

                         JILL
            In the dark?

                         STEVE
            Wouldn't be the first time tonight.

                         JOHN
            He's got his lighter besides. And
            the street lights.

                         STEVE
            Moon's no help, that damn fog seems
            to take that away from us. But
            there's something else, seems like
            there's something helping me,
            showing me where to go.
                   (sarcastic)
            You might be able to guess, Father.

                         JOHN
            Rainbow in the dark.

                         STEVE
            Give me the knife.

                                                           87.


                         JOHN
            It was lost in the fight.

                         STEVE
            Damn.

                         JOHN
            The odds are against you.

                         JILL
            So, you're going? Just like it's
            not even a big deal?

                         STEVE
            I doubt if it would even do any
            good. Could use it on myself if it
            gets too bad.

                         JOHN
            He's right Jill.

                         JILL
            That's why I'm so worried.

                         STEVE
            I'll be sure to bring ya back
            something nice.

                         JILL
            Just watch your back, ok? And stay
            in the light, what you can find.

                         STEVE
            Of course.

                         JOHN
            Godspeed.

EXT. STREET - NIGHT

He holds no lighter, no flashlight. He is sure to stay
underneath the sick yellow glow of the street lamps, looking
around nervously every few seconds.

EXT. GRAVEYARD - NIGHT

Steve walks along a dirt path, the soil crunching underneath
his feet as he kicks up dust. The graveyard itself is huge,
filled with darkness and fog. For a long while he walks
around the yard, scanning the various headstones.

                                                           88.


INT. CHURCH - NIGHT

John and Jill sit a table across from each other, waiting
anxiously for Steve to return. Jill is first to speak.

                         JILL
            What's happening, Father?

EXT. GRAVEYARD - NIGHT

Steve walks for only a short while before he comes across a
freshly made grave, the dirt still perched slightly above
ground level in an arch.

He looks at the headstone. "Anita Berkeley". He sees the
dates. "February 10, 1983 - January 19, 1991"

                         JOHN (V.O.)
            In the Bible, the Earth is thrown
            into darkness after the rapture.

Just past the gravestone he eyes another fresh grave. He
gets up and walks to it and sees on the gravestone another
decade old child. "September 29, 1984 - January 24, 1991"

                         JOHN (V.O.)
            After everyone who was holy has
            been sent to Heaven the devil will
            cast himself down -

He looks past the stone and sees another fresh grave. And
another past that. And another. Most of this section of the
graveyard is filled with the same style of graves. All very
freshly dug with headstones made for children.

Dozens and dozens of graves.

                         JOHN (V.O.)
            -And let evil roam the dark lands.

                         STEVE
            They're children. All of them. Just
            kids... What happened here?

He gets up and dusts off his hands and walks down the entire
length of the graveyard, stopping at several stones to see
who they were.

Steve kneels down, examining a young child's gravestone
heavily, his back turned to the rest of the graveyard.

                                                           89.


                         JOHN (V.O.)
            Demons, the children of his
            corruption, will finally exit his
            dark house.

As he's looking down a spot of dirt stirs slightly above one
of the graves.

                         JOHN (V.O.)
            Now devoid of all that was once
            righteous,-

Steve buries his eyes in one of his hands, rubbing them,
exhausted.

The dirt stirs more, much more this time, just moments
before a hand FIRES out from the grave, feeling around for a
good hold.

It grabs the dirt, pulling himself out, emerges one of the
children that fill so many of these graves.

                         JOHN (V.O.)
            -The demons will rule the Earth.

Several of the other graves are happening in the same way,
more kids, a dozen at least, have begun to extricate
themselves from their last sleep.

The dirty, gruesome, children slowly hobble towards Steve,
still deeply immersed in his own thoughts.

                         JOHN (V.O.)
            All that was once protected, will
            wither and die.

Steve reaches out and touches the gravestone with his hand,
showing his respect as the dozen or more drag their feet
through the fog, coming closer to Steve with each harsh
breath they take.

They are right on top of him now, right behind him, above
him looking down, still, he is oblivious.

                         JOHN (V.O.)
            All that was once watched after,
            will be turned a blind eye.

One of them reaches out slowly with his hideous hand.

                         JOHN (V.O.)
            And death-

                                                           90.


Steve's face, in his hand, as the hand very slowly comes
past his ear, above his shoulder.

                         JOHN (V.O.)
            -shall have no dominion.

It grabs, latching on as hard as it can.

Steve spins around on his knees, and sees

- - NOTHING - -

The graves lay untouched.

INT. CHURCH - NIGHT

John and Jill.

                         JOHN
            Evil wins.

EXT. HARDWARE STORE - NIGHT

Steve stands in front of the store, staring at the neon sign.

Even from the outside looking in the store looks ravaged.
The shelves are empty, and, like everything else in this
town, dilapidated.

INT. HARDWARE STORE - NIGHT

QUICK CUTS

- Steve grabs a shopping cart with a quickness and rage
unrivaled by female holiday shoppers -

- Three high powered durable flashlights with wide beams fly
into the cart -

- Several red flares drop in just afterwards -

- A Kerosene camping lantern -

- Many wooden planks bounce in as well. As well as a hammer
and nails that spill out all over the inside of the cart -

- A sports bag to carry everything -

Steve sees a glass case.

Steve stops, slows down his shopping spree. He looks up

"WEAPONS AND AMMO"

                                                           91.


Only a few of the weapons are left.

He grabs first a very wicked and enormous knife with a
beautiful curved design. A show knife, but effective enough.

Hanging nearby that there is a very new, but very worn,
fireman's axe, which he grabs quickly from its pegs on the
wall. Nothing remains of the weapons department.

Steve grabs the cart and heads for the door.

He suddenly stops, seeing something just o.s. He reaches out
for it, and yanks it from its rack.

Instantly it's already on. He throws his shoulders forward,
adjusting the collar of the ruggedly worn brown leather
jacket to fit more snugly with one deft move.

The sports bag in one hand, the weathered axe in the other,
Steve stands still, looking proud.

                         STEVE
            Oh yeah. It's time to kick a little
            ass.

INT. CHURCH - NIGHT

Steve SLAMS the doors open, Jill jumps from the sound.

Steve bends down and unzips the bag.

He hands John the stack of flares, and the lantern.

                         STEVE
            Put them around the church.

He hands Jill the flashlight. Before John walks out he
exudes the gorgeous knife, and hands it to him, who looks
troubled and happy at the same time. Steve tosses the empty
bag aside.

                         STEVE
            We make a stand. Anything tries to
            come in now - -

Steve walks over to the table and slams the axe down,
embedding it deep within the splintered wood.

                         STEVE
            We kill it.

LATER

The church is calm.

                                                           92.


John is hammering away, securing the rest of the windows and
a few lone doors in the distance with the wood and nails
Steve brought with him.

Steve clutches his axe.

                         JILL
            That's some hardware you found there.

                         STEVE
            Oh...  yeah.

                         JILL
            You find the Indiana Jones display too?

Steve looks at his coat.

                         STEVE
            Impulse buy. Near the register.

                         JILL
            Things are looking up.

                         STEVE
            Little bit.

                         JILL
            What now?

                         STEVE
            We wait for it to happen.

                         JILL
            What?

                         STEVE
            Not sure. Could be anything.

                         JILL
            At least we're prepared now.

                         STEVE
            It's not enough.

                         JILL
            What do you mean?

                         STEVE
            We can't stop it, not with these.

                         JILL
            Why bring them?

                                                           93.


                         STEVE
            For our comfort. Die fighting seems
            better than alone in the dark.

                         JILL
            You don't think we'll get outta here?

                         STEVE
            I've seen too much tonight to think
            much of anything involving hope. If
            John's right...  we're in over our
            head.

                         JILL
            You think he's right?

                         STEVE
            I don't know...   it's like he
            knows stuff. Stuff he shouldn't. I
            still don't get a good vibe from him.

                         JILL
            He's been good to us so far.

                         STEVE
            You should rest. Try. It should
            happen soon.

Jill gets up, grabbing Steve on the shoulder as a gesture of
support as she walks off.

LATER

Steve is busy reading one of the books. He turns the page in
his lap.

There is an image of a circle made out of strange markings.

QUICK CUT

The same image on the podium in the nursery basement.

"THE SACRED CIRCLE OF AMON"

                         STEVE
            Circle of Amon? "In scripture times
            the Circle of Amon was used as a
            means of protection against outside
            influences or obstructions."

Steve sees an image of the circle placed on the ceiling.

                                                           94.


                         STEVE
            "Amon was known as the Egyptian
            Ram-headed God of the sun and
            reproduction. The circles were
            commonly placed just below and just
            above the subject. Only in rare
            circumstances was the Circle of
            Amon used. They were often used in
            the religion of Satanism to protect
            an item of unusual importance."

Steve sees a child placed in a hay stack inside the Circle
of Amon.

He turns the page.

There is another image of the child. Much closer and older.

Steve's eyes widen.

The child looks just like Ashley, a painted portrait of her.

Steve sees in the picture another familiar item - the
ancient dagger he found in the basement.

He turns the page and an even bigger picture fills the page.
Steve exudes the dagger from inside his shirt, and places it
next to the large picture to compare. it's exactly the same.

Steve reads the text.

                         STEVE
            "Athame, also known as ritualistic
            knives, were used in neo-pagan
            witchcraft ceremonies. The Athame
            was often used for casting the
            Circle, and was believed to bear
            great power.

He slams the book shut and throws it down onto the table in
front of him, exposing a book hidden beneath others. He
picks it up and reads the title. "BIBLICAL TRANSLATIONS".

He opens the book up to find on each left hand page a
strange ancient dialect and on each right hand page is the
english translation of those spoken words.

He picks up the book from earlier with the strange language
gracing the cover.

He searches through the book with the translations until he
finds the language that is the closest match to the strange
dialect on the cover of the book.

                                                           95.


He searches the page, constantly returning to the cover of
the other book as reference.

                         STEVE
            It's not here.

                         JILL
            What?

                         STEVE
            Huh? Oh nothing.

He flips through several more pages until he finds the
alphabetical translations of the strange dialect.

He pulls out a piece of paper and a pen from underneath the
stack of books. He begins to translate the strange phrase on
the cover of the book, into an english sentence.

He sees Jill, trying to get comfortable enough to sleep.

He sees John, pacing back and forth, nervously waiting.

Steve goes back to his work after several long moments of
dazing.

His eyes widen as he sees the completed phrase for the first
time. "SATAN'S SCRIPTURE".

Steve's eyes shoot over to Jill.

                         STEVE
            Jill.

The book he was holding drops to the floor and it
instinctively flips in the wind to the picture of the DARK
ANGEL. On the bottom of the page in a caption is the word
"JOHN".

Steve rushes to Jill.

                         STEVE
            Jill. John is - -

Behind Steve - -

                         JOHN
            Something the matter?

Steve spins around to face John, his eyes now burning with
an extreme new evil. John drives his knife into Steve's
lower abdomen. He holds the wound in pain and collapses onto
the floor.

                                                           96.


                         JILL
            Steve!

John wields the knife in his hand, covered in Steve's blood.

He tosses the knife into his other hand. He removes the
white strip in his collar and wipes the blood from the knife
with it, throwing it to the ground in disrespect.

Jill clambers off. She runs through a stairwell door.

                         JOHN
            Oh, good! It's always more fun that
            way.

John's face has become SINISTER looking, his voice MANIACAL.

He slowly follows her. A smile on his face now.

He glares at his reflection in the knife.

                         JOHN
            It was certainly fun when I killed
            your husband.

He goes through the door.

INT. STAIRWELL TO ATTIC - NIGHT

                         JOHN
            He begged for his life, you know.
            He pissed his pants too. I told him
            to go with some fucking dignity,
            but...  you know him.

Jill's feet pound up the stairs.

                         JOHN
            The crash didn't gut his body
            though. I did. I guess you could
            chalk that little diddy up to Gabe.

John's up the steps.

INT. ATTIC - NIGHT

The attic is large. Not a single room, more like a top floor.

                         JOHN
            You people really are fools, you
            know that? It's going to be fun
            filleting you for the barbecue.

A door slams behind John.

                                                           97.


He turns and laughs.

                         JOHN
            Steve's dead. You're the only thing
            left of this fucking town.

He goes through the door.

INT. UPSTAIRS ROOM - NIGHT

                         JOHN
            Did you really think I knew all I
            was saying from The Bible alone?
            All the details and juicy tidbits,
            did you really think they came from
            something as holy as that?

Jill runs behind him. She goes through the door.

                         JOHN
            Where ya goin'? Everything's
            boarded up, remember? Thanks to
            your boyfriend, well, former. And
            his new fangled macho 'tude.

INT. UPSTAIRS HALLWAY - NIGHT

                         JOHN
            My bible, on the other hand,
            contains much more data on the subject.

Jill whimpers nearby.

                         JOHN
            Did you really think you would make
            it through the night? Did you?
            Camped out in this place? Your
            enemies were held back because I
            told them to stay back.

Her feet scurry away.

                         JOHN
            And if you did make it through the
            night, if I allowed you to live
            that long, did you really think the
            night would end? He's already taken
            this town, seized it for his own.
            The night here will never end.
            Forever darkness for the demons to
            play in. And once I'm rid of you,
            he will take the girl as his wife
            and we shall rule the darkness for
            all eternity.

                                                           98.


He looks at the knife and sees some blood left on the blade.

He licks it off.

                         JOHN
            I'll be his general, his second in
            command. Luring the only two people
            left alive to death, how could he not?

Her feet patter on the wood floor.

She runs into a closet.

INT. CLOSET - NIGHT

Jill pulls on the handle, not going to let anyone open it.

INT. UPSTAIRS HALLWAY - NIGHT

John smiles.

                         JOHN
            Oops. Did someone run into a closet?

INT. CLOSET - NIGHT

Jill looks around. She speaks the words without making a sound.

                         JILL
                   (mouths)
            Fuck.

She pulls on the handle harder.

INT. UPSTAIRS HALLWAY - NIGHT

He walks towards the door.

INT. CLOSET - NIGHT

The muffled sound of John's feet echo in the closet.

INT. UPSTAIRS HALLWAY - NIGHT

John knocks on the door.

INT. CLOSET - NIGHT

Jill jumps at the sound.

INT. UPSTAIRS HALLWAY - NIGHT

He swings the door open as fast as he can.

                                                           99.


It's empty.

INT. CLOSET - NIGHT

Jill runs out of the closet.

INT. UPSTAIRS HALLWAY - NIGHT

Jill emerges just behind John.

She breaks a lamp over his head from behind.

He folds over in pain.

She tries to run away, but John grabs her by her hair and
throws her into the wall. Jill smacks her head and looks dazed.

He whispers in her ear.

                         JOHN
            Now it's time to meet your maker.

She comes to. Jill tries to fend him off, she slaps him
across the face numerous times.

He wields the knife over his head with both hands gripped
around the base of the knife, ready to strike.

A knee to his groin sends him to his knees.

She runs off. John gets to his feet, he runs in an opposite
direction.

Jill looks behind her as she runs. She's almost to the
stairwell door.

John jumps out in front of her and drives the knife into her
abdomen. Jill tries to utter something, but no words come out.

John makes an "aww" face. He retracts the knife, and she
falls to the floor.

                         JOHN
            See? Wasn't that fun?

Jill squirms in agony on the floor.

                         JOHN
            Ohh. If it makes a difference,
            you're even tougher than Steve was.

He bends down. The knife at her throat.

                                                          100.


                         JOHN
            I mean, that little bitch, after
            all this, one little wound to the
            stomach just put him down, didn't it?

Jill stares up at him.

                         JOHN
            It's like, hey, be a man for a
            chan - -

His face turns to agony and surprise.

He rolls over Jill, onto his stomach. The axe embedded in
between his shoulder blades.

Jill coughs up blood. She looks up and sees Steve, holding a
bleeding wound at his side.

He KICKS the body once, gently. Then kicks it again, harder.

He sees Jill.

                         STEVE
            Oh, God, Jill. Come on, come on - -
            Don't. Don't, don't, don't, don't,
            don't...

INT. CHURCH - NIGHT

Steve holds Jill up, her arm over his shoulders, all her
weight rests on him.

He sits her down into the chair.

                         STEVE
            It's not bad...  I think you'll be
            okay.

                         JILL
            It...  hurts.

                         STEVE
            I know. I know...

Steve grabs the first aid kit off of the table nearby. He
pulls out the bandages and alcohol.

He tries to bandage the wound.

                         STEVE
            It seems like only yesterday when
            you were doing this to me.

                                                          101.


                         JILL
            It was...  today.

They both smile.

Steve finishes. He pulls her up and she stands on her own.
She looks better.

                         JILL
            Ow! Oww...

                         STEVE
            Well, don't run the marathon before
            the whistle blows.

                         JILL
            No, I, I think I'm okay.

                         STEVE
            You are. You - -

His voice is cut off by Jill's gasp of pain.

She looks at Steve and falls to the floor.

John stands behind where she was. The bloody knife drips.

He laughs. Blood gurgles in his throat.

John slashes with the knife. Steve evades it. And he throws
a punch across John's face, spinning around from the impact.

Steve sees the axe, still in John's back.

He pulls it out, the axe makes a grotesque sucking sound.

John is pushed forward with the removal of the axe. He turns
around, holding his back.

Steve swings.

John's head hits the floor.

Steve goes to Jill.

                         JILL
            Steve...

                         STEVE
            I'm here.

                         JILL
            I don't think...  that I'm going to
            get...  to see her, after all...

                                                          102.


                         STEVE
            Who?

                         JILL
            Ash...  Ashley.

                         STEVE
            Yes. Yes, you will. You're not - -
            not gonna...

                         JILL
            John...  asked me...  why I...

                         STEVE
            What?

                         JILL
            I stayed...  because I saw you...
            at my school.

                         STEVE
            Jill...

                         JILL
            Just...  don't lose her, like I
            lost...  everybody else.

She passes.

                         STEVE
            No...

Steve holds her. He cries.

His face soon turns to anger. Tears stream down his
infuriated face.

He grabs the axe.

Off somewhere in the distance we hear him laugh, and then a
door opens and closes quickly, the sound echoing throughout
the chapel walls.

                         GABRIEL (O.S.)
            D'aww. That's two women you've lost
            now. Well, three, really.

His voice seems to be coming from EVERYWHERE, ECHOING
throughout the halls of the chapel.

                                                          103.


                         GABRIEL (O.S.)
            But, hey, you're still here, right?
            Saving yourself, there's no real
            wrong in it. Trust me when I say
            you have to look out for yourself.

Steve faces towards the front door when Gabriel appears out
of nowhere, in the blink of an eye, behind him.

                         GABRIEL
            There is nothing watching over us.

Steve spins around.

                         STEVE
            Gabriel.

                         GABRIEL
            Ah, look who's catching on.

                         STEVE
            What do you want?

Gabriel looks at Jill's body.

                         GABRIEL
            Look at her, she's just some slut
            with a soul. Was anyway. Nothing
            she could have offered would have
            tempted me to take it. You, on the
            other hand...
                   (to Steve)
            You have proven a greater asset to
            me than you can ever know, Steven.
            Well, actually, it's not really you
            that is the asset.

                         STEVE
            Ashley.

                         GABRIEL
            Yes, the girl.

                         STEVE
            Where is she?

                         GABRIEL
            She's somewhere where time...
            stands still.

                         STEVE
            Is she alive?

                                                          104.


                         GABRIEL
            You really don't understand do you?
            Here. Let me show you.

The church is filled with a brilliant light and the entirety
of it is transported to another time and place in a
brilliant flash of speed.

EXT. BURNING CITY - NIGHT

A chorus of chanting rises from somewhere deep within the
fiery earth.

                         GABRIEL (V.O.)
            You see Steven, within her Ashley
            holds an incredible power. A power
            so great the Heavens will bend to
            her will.

A BARREN WASTELAND, with BLAZING FIRES around every corner
and utter DESTRUCTION raining free across the land.

                         GABRIEL (V.O.)
            But it must be allowed to grow, to
            mature. Just like any other girl.

Image of two shadows walking through a blazing fire, HOLDING
HANDS.

                         GABRIEL (V.O.)
            For this reason, I would never hurt
            her. She's far too important for
            something as trivial as death.

The two figures walk towards us, still shrouded in darkness.

                         GABRIEL (V.O.)
            But I must wait for her power to
            ascend. And once it does she shall
            reign with me. As my Queen.

The figures emerge from the darkness. One, Gabriel. The
other, Ashley. Hands locked, ruling the chaos.

                         STEVE
            No!

His scream throws the world back into reality, soaring back
into the church.

                         STEVE
            No! I won't let that happen. I
            won't let you have her.

                                                          105.


                         GABRIEL
            Oh, I already have her. But it'll
            be up to you to see if I keep her.
            Better hurry. Time's almost up.

His body PHASES out, dissolving slowly into nothing. Steve
lunges for the ghost-like image, but passes through it like
smoke.

                         STEVE
            Damn it!

Steve grabs the knife and stuffs it in the back of his pants.

                         STEVE
            You want to talk about time? Fine.
            I know just where to go.

EXT. CLOCK TOWER - NIGHT

The tower is huge and menacing. Steve looks up the hard
angle from the very bottom to the top. A section of the
clock face is missing and Gabriel's cloak sways in the wind.

INT. CLOCK TOWER STAIRCASE - NIGHT

The entire base of the tower is a set of winding stairs that
seem to go up forever. Steve limps up each step, struggling
to balance himself. He holds his side, his face contorted
with pain.

INT. CLOCK TOWER PEAK - NIGHT

Steve finally reaches the top, wheezing heavily.

Gabriel still sits in the hole in the face of the clock, at
ease, holding a music box exactly the same as the one that
was found in the cells.

                         GABRIEL
            Ah, so I see you finally made it.
            How was the walk up?

                         STEVE
            Where is she?

                         GABRIEL
            Why, I'm sure I don't know who
            you're talking about.

                         STEVE
            Ashley. Where is she?

                                                          106.


Ashley stands in a corner. Her hands are bound together in
front of her.

The clock outside ticks another minute.

Gabriel is suddenly behind Ashley, with one of his clawed
fingers at her throat.

                         GABRIEL
            I was wrong about what I said -
            time isn't still here anymore.

                         STEVE
            You said you wouldn't hurt her!

                         GABRIEL
            Yes, I did indeed. However, there
            is one little thing I neglected to
            mention. In order for her to rule
            with me forever she sort of has to
            be, well, dead. And right now she
            ain't.

                         STEVE
            The Circle of Amon.

                         GABRIEL
            Just what in the hell are you
            talking about?

                         STEVE
            The Circle of Amon. You have to
            have the Circle of Amon in order to
            perform the ceremony.

                         GABRIEL
            And just who, pray tell, told you
            that silly idea? John the Baptist?...

Gabriel moves away from Ashley.

                         GABRIEL
             Do me a favor.

                         STEVE
            What?

                         GABRIEL
            Look out that window.

Gabriel points to the hole in the clock face.

                         GABRIEL
            Do it!

                                                          107.


Steve turns his head and takes a few steps toward the window.

He sees the city streets winding and twisting, some of them
blocked off by large blocks of road that have been uprooted.
The roads seem to form an oddly familiar shape.

                         GABRIEL
            Tell me, boy. When since you have
            been here have you looked to the sky?

Steve begins to understand. The clouds begin to pass by,
clearing his view.

                         GABRIEL
            I'm sure it's been a while, what,
            with all that damn fog blocking
            your view. Am I right?

They pass almost entirely. The fog begins to lift.

                         GABRIEL
            You know that fog isn't there for
            your annoyance. You've been blinded
            by it thus far, but I think you're
            ready to see it now.

Steve can see the entire town.

                         GABRIEL
            What do you see, Steven?

                         STEVE
            My God.

The roads of the town wind and twist to form the symbol of
the Circle of Amon. The symbol jumps out once the town can
be seen in its entirety.

                         GABRIEL
            That's not the best part - - Look up.

Steve peers up and sees that the clouds have formed the top
symbol of the Circle of Amon.

                         GABRIEL
            Incredible, isn't it? All this
            while you have been my little
            experiment. Cut off from the
            outside world. Rather, protected.
            Up until this point I wasn't sure
            if you were ready.

                         STEVE
            Ready for what?

                                                          108.


                         GABRIEL
            I didn't make it easy. Couldn't.

                         STEVE
            What?

                         GABRIEL
            You're still her father, Steven.

                         STEVE
            I don't...

                         GABRIEL
            You can still be with her.

                         STEVE
            You kidnapped her. Took her away
            from me! Because you want me to
            care for her?

                         GABRIEL
            Don't be stupid. I brought her back.
            And she came. Knowing full well the
            price of her immortality.

                         STEVE
            What are you talking about?

                         GABRIEL
            She will never get sick. She will
            never die.

QUICK CUT

An image of Terri, dying, flashes.

                         GABRIEL
            I know that has become a problem in
            your family.

                         STEVE
            Terri...

                         GABRIEL
            All I'm asking is for you to be her
            father, Steven. She and I would
            rule the world. And you would be
            the one who made it all possible.
            Care for her, Steven. Guide her,
            coach her, as you would any other
            child. All that time I spent
            bringing her here. Enrolling her in
            these schools. Caring for her.
                         (MORE)

                                                          109.


                         GABRIEL (CONT'D)
            Tending to her. Don't let it all go
            to waste, Steven. I only have one
            more gift to give her. Then it will
            be too late.

                         STEVE
            What are you asking me to do?

                         GABRIEL
            I'm asking you to love her,
            Steven...  Must your wife's death
            be in vain?

                         STEVE
            What?!

Gabriel grabs Steve's head and THRUSTS them both into
another time and place.

EXT. STEVE'S HOUSE - NIGHT

Back to the day of his wife's death. Steve and Terri walk
down the sidewalk towards their home. Ahead of them, a
figure in black walks their way. He looks familiar.

                         GABRIEL (V.O.)
            Do you remember me now, Steven?

                         STEVE(V.O.)
            No...  it can't be.

Steve, in his drunken state, bumps into the man in black.

                         STEVE
            Hey, watch it buddy.

The figure turns after striking Steve with his shoulder, his
long hair frenzied from the impact, and looks at Steve as he
turns and walks away. A snicker comes across the man's face.
Gabriel.

INT. STEVE'S BEDROOM - NIGHT

The wine bottle crashes to the floor.


Terri's chest is heaved upward. The figure in the black
cloak stands behind her, clutching her heart through her back.

The figure's shape suddenly morphs and changes again. The
thick, black cloak becomes Gabriel's trench. The hood hiding
his face fades into Gabriel's hair. He smiles with glee.

                                                          110.


He retracts his hand and Terri falls limply to the floor. He
disappears in an instant.

INT. CLOCK TOWER PEAK - NIGHT

                         STEVE
            No...  It was you?

                         GABRIEL
            I needed something, something to
            block Ashley's and my presence here
            from your mind. Depression over
            your wife seemed to work fine.
                   (beat)
            Who do you really think it could
            have been? You saw me and you
            pushed it out.
                   (beat)
            You hid it from yourself, Steven.
                   (beat)
            In your heart you knew what was
            happening all this time, yet you've
            done nothing. Why? Because it is
            your destiny. It is your destiny to
            rule along side your daughter.

                         STEVE
            No.

                         GABRIEL
            So what will it be Steven? Will you
            serve in Heaven? Or rule in hell?

                         STEVE
            No.

                         GABRIEL
            Just think of the possibilities.

                         STEVE
            I said no!

Steve hurls the axe, right at Gabriel.

It flies through the air, spinning, spiraling. It lands
perfectly in the side of his abdomen, splitting it open.

                         GABRIEL
            That was my favorite shirt! You
            wrecked it.

                         STEVE
            What?

                                                          111.


                         GABRIEL
            Damn, that must be your favorite
            word or somethin', isn't it boy?
            What? What? What? Well how 'bout
            you tell me your fucking answer,
            Steven.

                         STEVE
            My answer is no.

                         GABRIEL
            Well I guess it's time to die then.

Gabriel rushes at Steve, and lets a right-cross fly across
Steve's face. Steve is hurled through the air and lands
against a wall some thirty feet away.

The Athame flies out of Steve's shirt and spins across the
floor of the room, far away from Steve.

Gabriel rushes to Steve, who is still trying to come back
after that incredible punch.

Ashley's ropes look loose. She lets go of them with her
thumb and they drop to the floor. Never tight to begin with.

                         GABRIEL
            You know, you could have had it all
            Steven.

Gabriel picks Steve up by the throat.

                         GABRIEL
             Girls. Money.

He lifts him above his head.

                         GABRIEL
             POWER!

He hurls Steve across the room as if he were a ragdoll,
sending him crashing into a pile of wooden boxes, shattering
them all.

                         GABRIEL
            But noooo. You had to do the right
            thing. Had to be the good little
            Christian boy and follow God. By
            the way, how's the leg?

He slams his foot onto Steve's wounded leg. Steve cries out
in pain.

                                                          112.


He picks up Steve with both hands by the collar of his shirt,
spins him around once, and sends him crashing through the
wall that is only a foot away.

He kicks Steve in the stomach and he slides across the floor
back near the large hole in the other room.

                         GABRIEL
            Aw, does that hurt?

He jabs his finger into Steve's open stomach wound. He
screams out in pain again.

                         GABRIEL
            Ok, you know, I'm through playing
            around.

Gabriel picks up the axe from the floor.

                         GABRIEL
            This game is over.

He wields the axe over his head with both hands, ready to
strike it down, when he suddenly stops. He looks to Ashley,
still bound. Steve is a bloody heap on the floor, ready to
pass out.

                         GABRIEL
            Wait. I am a man of my word. You
            will live to watch your daughter die.

He walks over, axe in hand, to Ashley. She whimpers.

Steve grabs the Athame blade quickly from the floor nearby,
before Gabriel even notices he's already to his feet.

Gabriel leans in close to Ashley. He licks the length of her
cheek slowly. Steve runs at Gabriel. Ashley's eyes widen in
shock.

Steve slams the blade between Gabriel's shoulder blades. He
cries out in pain.

Steve collapses, too exhausted and injured to do anything
more. He watches the events unfolding from the floor.

Gabriel struggles to extricate the knife from his back, but
he can't reach it. From somewhere deep within the wound, a
glowing black light is trying to escape.

A new shape, a new figure, like a ghost that Gabriel has
been inside this whole time slowly, subtly, appears around
Gabriel. Gabriel's eyes glow red, in pain. The hint of wings
can be seen behind him, black wings. Black limbs.

                                                          113.


A head shaped like a demon's. The Angel of Death in its true
form.

The demon instantly fades, and Gabriel collapses onto the
floor. Dead.

Steve lies broken on the floor, utterly decimated and near
death. His breathing shallows. His eyes slowly close.

Feet patter to his side. Steve looks up, all he can see is a
hazy light. The figure looms over him, shielding his dying
eyes from the light, filling them with darkness.

The clock outside strikes 7:06.

The figure stomps out the light.

                                            DISSOLVE TO:

EXT. CEMETERY - DAY

Winter has arrived. Snow covers every inch of space. And
begins to fall from the sky.

                         PRIEST
            - - And to this body we pray. That
            it may rest in peace. For all
            eternity. In peace with the Lord,
            our God. Ashes to ashes. Dust to
            dust. Amen.

A silver casket is slowly lowered into a grave.

The hinges of the pulley squeak. A woman sobs nearby.

Ashley is dressed all in black. She watches as the casket
lowers into the grave. Her face is sad, but she does not cry.

The casket finishes lowering.

The woman sobs loudly.

Ashley's saddened face fades.

The headstone reads: "Gabriel - Rightful Father to the Beloved"

Ashley smiles.

                                            FADE TO BLACK

                           THE END

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