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ALL SCRIPTS


 ARAC ATTACK
   (Eight Legged Freaks)


              by

Jesse Alexander & Ellory Elkayem



        July 2000 Draft




    FOR EDUCATIONAL
     PURPOSES ONLY

                      ARAC ATTACK!


FADE IN:

EXT. DESERT - NIGHT

A rabbit hops across rough terrain.


EXT. HIGHWAY (DESERT) - NIGHT

Three trucks from Chemical Technologies carry barrels of
toxic waste. They pass a sign: PROSPERITY, NEVADA, POP
454.


INT. THIRD TRUCK (HIGHWAY, DESERT) - NIGHT

A sleepy trucker called PIG PEN drives the third truck.

                         SELF-HELP TAPE (V.O.)
           I will be self-assured and
           confident around women.

                         PIG PEN
           I will be self-assured and
           confident around women.


EXT. HIGHWAY (DESERT) - NIGHT

The rabbit stops at the edge of the road. The first
truck speeds past. Then the second. The rabbit crosses
the highway in front of the third.


INT. THIRD TRUCK (HIGHWAY, DESERT) - NIGHT

                         SELF-HELP TAPE (V.O.)
           I will not fear the unexpected.

                         PIG PEN
           I will not fear the unexpected.

The rabbit appears in the road, frozen by headlights.

                           PIG PEN
           Ahhhhhhhhhh!

Pig Pen jams on his brakes and swerves to avoid the
bunny.


EXT. HIGHWAY (DESERT) - NIGHT

The truck slews crazily.    Missing the bunny by a whisker.

                                                        2.

INT. THIRD TRUCK (BRIDGE, DESERT) - NIGHT

Pig Pen sees a bridge ahead. If he doesn't regain
control, he will crash. At the last second, he gets the
rig together.


EXT. BRIDGE (DESERT) - THIRD TRUCK - NIGHT

The rim of a wheel tags the curb. One of those toxic
waste barrels falls out of the back and plunges to the
water below.


EXT. DRAINAGE DITCH - NIGHT

A biohazard warning label is legible as the barrel slips
beneath the surface. Glowing toxic waste seeps from a
gash in its side. Spreading through the pool like neon
ink.


EXT. DRAINAGE DITCH - DAY

The ditch is littered with garbage. The DRONE of
INSECTS. No visible traces of toxic waste. A butterfly
net sweeps through the air to capture an oversized
horsefly.

JOSHUA TAFT (70s), scrutinizes the bug. This old codger
is more comfortable studying bugs than socializing with
people.

                         JOSHUA
          Hey, Mike.   Check this one out.

MIKE PALMER (12) steps over for a look.     Puberty hit hard
and fast for this bright, little nerd.

                         MIKE
          He's huge!

                        JOSHUA
          They've been like this all week.
          Must be something extra tasty in
          the water.

                         MIKE
          Like what?

                        JOSHUA
          Dead coyote. Snake maybe. Back
          in the 'Nam we'd eat python with a
          dash of habanero sauce. Mighty
          satisfying.

                                              (CONTINUED)

                                                         3.

CONTINUED:

                              MIKE
             You ate snake?

                           JOSHUA
             When you're thirty klicks out from
             the nearest firebase. Humpin'
             through the wake-up with your
             finger on the trigger. Charlie
             doesn't give you time to stop for
             cutlet.

As Mike skims his own net over the water, he glimpses a
familiar barrel at the bottom of the pool. The brightly-
colored biohazard warning label is clearly visible.


EXT. ROAD - JOSHUA'S HOUSE - DAY

Two bicycles are parked outside a cabin in the middle of
nowhere.


INT. JOSHUA'S HOUSE - DAY

The decor is an odd mix of Vietnam era war relics and
homegrown scientist. Charlie the Parrot sits on a perch.

                           CHARLIE (V.O.)
             Charlie, don't surf!

                              JOSHUA
             Quiet, bird.     We're working.

Mike and Joshua stand near the spider tanks. A dozen
aquariums on low shelves. Each glass tank replicates a
specific environment: jungle, desert, cavern, pond, etc.

                           JOSHUA
                    (dims tank lights)
             The sun is going down, my
             nocturnal hunters. It's time to
             come out and feed.

Mike watches Joshua deposit bugs into each spider tank.

                          MIKE
             Yeah. They're definitely getting
             bigger.

                           JOSHUA
             I've calculated a growth factor of
             twelve percent over the last
             forty-eight hours. But that seems
             to be accelerating.

                                                (CONTINUED)

                                                           4.

CONTINUED:

                           MIKE
             All from eating these bugs?   Maybe
             I should try some.

Mike pauses at the desert tank, watching a cricket search
for food. A trap-door spider pops out of its camouflaged
den like a jack-in-the-box. The arachnid yanks the
cricket below and replaces the roof in a nanosecond.

Mike looks in another tank where ogre-eyed spitting
spiders shoot blasts of paralyzing goo at hapless
insects.

                           MIKE
             Run, little guys.

                           JOSHUA
             They can't outrun the food chain.

                           MIKE
             I could get away.

                           JOSHUA
             Imagine yourself the size of that
             fly. A scytodes spitter would be
             as big as a Cadillac. You'd be
             spider chow, kid.

Mike looks in a tank where jumpers chase fleeing
crickets. He moves toward another tank that is covered
with a towel.

                           MIKE
             Are the new tarantulas in here?

                           JOSHUA
             Took me forever to get a breeding
             set of Chilean reds. I must have
             bribed every customs agent from
             Vegas to Santiago.

Joshua unveils the    tank. Dirt floor. Several burrow
entrances. Joshua     pours in the bugs. A large, male
tarantula comes out    of a burrow. It pounces on a bug,
then wraps its prey    in webbing, turning the insect into a
mummy-like bundle.

                           MIKE
             That is too cool.

                           JOSHUA
             Male tarantulas compete for the
             female's attention.
                           (MORE)

                                                 (CONTINUED)

                                                           5.

CONTINUED:

                           JOSHUA (CONT'D)
             Each one tries to bring her the
             best present. Bugs, rats, even
             the occasional parrot.

CHARLIE SQUAWKS.

                           JOSHUA
             The prey is cocooned alive so she
             can eat them in her nest. You
             know how women love breakfast in
             bed.

Joshua leads Mike to the back of the tank. A network of
subterranean tunnels is revealed. The male tarantulas
scuttle through carrying their mummified offerings.

                           JOSHUA
             Take a look, the female of the
             species is three times as big as
             the male.

Mike peers into a large den. The female tarantula steps
out of the shadows. This is Consuela, the Chilean red
tarantula.

                           JOSHUA
             Say hello to Consuela.

Mike watches Consuela unwrap one of the mummified
bundles. She begins to eat the paralyzed insect within.

                           JOSHUA
             She fills her prey with digestive
             acid to liquify the internal
             organs. Now watch... She'll drink
             her victim from the inside out.
             While it's still alive!

                           MIKE
                    (looks queasy)
             And you wonder why my mom doesn't
             like me hanging out with you.

                           JOSHUA
             Arachnids have been roaming the
             earth for millions of years. And
             they'll be here long after the
             human race is dead and buried.

Suddenly Consuela lunges at the glass.     Mike recoils.

                            MIKE
             Bad!   Bad Consuela!

Consuela backs up, apparently she can be intimidated.

                                                        6.

TARANTULA POV - MIKE

The multi-eyed spider's PANORAMIC VISION. Mike looms
large at the edge of the glass, wagging his finger.


BACK TO MIKE

Mike stares into the many eyes of Consuela.

                        MIKE
          Do that again and I feed you to
          the parrot.

CHARLIE SQUAWKS hungrily.    The sound of a CAR HORN.

                        JOSHUA
          There's your mom.

                        MIKE
          See you tomorrow, Joshua!

Mike heads for the door.


EXT. DESERT - DAY

The entrance to a mine shaft protrudes from a hillside.
A pickup truck is parked nearby. The faded logo on the
door reads: McCORMICK AND SON MINING COMPANY,
PROSPERITY, NV.


INT. MINE SHAFT - DAY

Rotten beams. Chipped walls. A GENERATOR POWERS a
string of lightbulbs. A lone figure works at the end of
the tunnel.

CHRIS McCORMICK (30s) has rugged good looks. Weathered
clothing. Dirt-stained face. Ripped muscles.

Chris chips at the wall with his pickaxe. As it makes
contact, the occasional spark flies up. Chris pauses to
scrutinize the target area with his helmet-light.

Something sneaks along the floor of the mine behind him.

Chris is oblivious to his unseen stalker. He chips away
a section of stone to reveal shiny minerals. Reflections
of silver and gold splash across his face. His smile
fades...

                           CHRIS
          Damn.

                                              (CONTINUED)

                                                          7.

CONTINUED:

Chris bends over, reaching for a bottle of water. A
large rat scurries out of hiding dragging away Chris's
sack lunch.

Chris grabs his pick-axe and goes after the rat. The
rodent dodges every hit. Sparks fly when the axe strikes
rock. These ignite a vent of methane gas.

A BRIEF EXPLOSION knocks Chris off his feet. He notices
a small hole in the floor is lit like the burner on a
stove. Chris pats out the flame as the rat scurries away
with lunch.

                           CHRIS
             Hope you like bologna!



EXT. HIGHWAY - DAY

A police car drives with a bicycle hanging out of the
trunk.


INT. POLICE CAR (HIGHWAY) - DAY

SAMANTHA "SAM" PALMER (30s) is the sheriff of Prosperity
and a confident, single mother. Mike is seated beside
her.

                             MIKE
             You   should see them, Mom. Each
             one   has a unique feeding behavior.
             The   spitters fire poisonous snot.
             The   tarantulas mummify their prey.
             The   jumpers can...

                           SAM
             Why does he have all those things?

                           MIKE
             He studies them. NASA uses spider
             webs in outer space. And for
             medicine. They've been here
             forever, and they'll be here long
             after we're all dead.

                           SAM
             You're givin' me nightmares.

                           MIKE
             Nightmares are cool.

                                                (CONTINUED)

                                                         8.

CONTINUED:

                           SAM
             U.P.S. brought this to the
             station.

Sam hands Mike a small package.

                           MIKE
             It's from Dad! He didn't forget
             my birthday. I told you he
             wouldn't.

                           SAM
             Better late than never.

Mike tears open the box to reveal a Cassiopeia PDA.

                             MIKE
             Rockin'!

                           SAM
             Is that the one you wanted?

                           MIKE
             Cassiopeia 2304 with 64 megs of
             ram. Integrated modem. Voice
             recording capability. This baby
             is tight.

Mike can't turn on the gizmo.

                             SAM
             What's wrong?

                           MIKE
             He forgot to send the batteries.

                           SAM
                    (annoyed)
             I told him to send batteries.


EXT. DESERT - DAY

The ROAR of two off-road MOTORCYCLES tearing up the
desert.

BRET HALE (18) leads the way. A Kid Rock-punk with good
looks and FU attitude. Seated behind him is ASHLEY
PALMER (16). This milk-fed desert honey is a wannabe
Britney Spears. LARRY (17) is the wiseacre on the other
bike.

                           BRET
             Hang on, babydoll!

                                                (CONTINUED)

                                                             9.

CONTINUED:

They GUN their BIKES onto the highway. Slalom the yellow
lines. Wheelie for days. Ashley peeks over Bret's
shoulder at a police car coming at them in the opposite
lane.

                           ASHLEY
             Oh shit.


INT. POLICE CAR (HIGHWAY) - DAY

Sheriff Sam watches intently as the bikes wheelie past.

                           SAM
             Hang on.

                           MIKE
             Why?


EXT. HIGHWAY (DESERT) - DAY

The police car does an impressive bootlegger 180. Lights
ablaze. SIREN WAILING. The bikes pull over to the
shoulder.


EXT. SHOULDER OF HIGHWAY (DESERT) - DAY

The motorcycles stop with the cop car behind.        Sam's
voice barks over the PA.

                           SAM (V.O.)
             Party's over, gentlemen.   Off the
             bikes.

Sam exits the car and approaches.       The bikers dismount.

                           BRET
             There is something very sexy about
             an older woman in uniform.

                           LARRY
             Her nine-millimeter gives me a
             stiffy.

                           ASHLEY
             Don't antagonize her, you guys.

                           SAM
             I told you not to act like
             kamikazes. Especially with Ashley
             riding behind. That is
             unacceptable, Bret.

                                                  (CONTINUED)

                                                            10.

CONTINUED:

                           BRET
             I could always ride her from
             behind.

Larry snickers.     Sam steels her rage.

                           SAM
             You just bought yourself a
             reckless.

Sam begins to write up the ticket.

                           ASHLEY
             Can't you give 'em a break?

                           SAM
             Get in the car, Ashley.       Now.

                              ASHLEY
             But, Mom!

Sam shoots his daughter an intimidating glance.

                           BRET
             No sweat, babydoll.       We'll hook up
             later.

                           SAM
                    (threatening)
             Over my dead body.


INT. SAM'S COP CAR (HIGHWAY) - DAY

Mike grins from the front seat as Ashley climbs in back.

                           MIKE
             You have the right to remain
             silent. Anything you say can and
             will be used...

                              ASHLEY
             Shut up, dork.


EXT. SHOULDER OF HIGHWAY - DAY

Sam hands Bret the ticket.

                           BRET
             Larry, do we know anybody at City
             Hall who can mark this go away?

                                                   (CONTINUED)

                                                           11.

CONTINUED:

                           LARRY
             Your Dad is the Mayor.

                           BRET
             Oh, yeah.
                    (to Sam)
             He signs your paycheck.

                           SAM
             The next time you put my
             daughter's life in danger, I'll
             show you exactly how little that
             means to me.

Bret and Larry feel her resolve.

                           BRET
             Relax, bee-otch. It's all good.

The punks remount their bikes.

                           SAM
             I want both wheels on the ground.

The punks REV their BIKES and defiantly wheelie toward
town.


INT. POLICE CAR - DAY

Sam climbs behind the wheel.

                           MIKE
             I read her her rights.

                           SAM
             I can always count on you, Mike.

Sam STARTS the CAR and drives toward town.

                           ASHLEY
             Do you get off on humiliating me?

                           SAM
             This bad girl act doesn't suit
             you, Ash.

                           ASHLEY
             I'm just trying to have fun.
             Don't you remember what it's like
             to grow up here?

                           SAM
             That's what scares me.

                                                 (CONTINUED)

                                                          12.

CONTINUED:

Sam reaches over and opens the glove box. She pulls out
a stun gun. Mike passes it through the bars to Ashley.

                           SAM
             I told you to keep this with you.

Ashley slides the zapper into her backpack.

                           ASHLEY
             You are so over protective.

Mike and Ashley lip-sync along with Sam's response.

                           SAM
             A mother's job is to protect her
             children.

                           ASHLEY
             You need to start trusting me.

                           SAM
             I'd like to. But you keep
             skipping classes to go to the
             dunes with Bret.

                           ASHLEY
             Why do you hate him so much?

                           SAM
             I don't hate him. I just want you
             to have a future. I thought you
             wanted to get out of town. Go to
             med school.

                           ASHLEY
             Maybe I want to stay. I could get
             pregnant by nineteen. Then
             divorce with a couple of kids I
             can't handle. Slap on a badge and
             be a trailer trash sheriff.

                           SAM
                    (deeply hurt)
             Thanks for the flashback.

They drive on in painful silence.     Mike turns ON the
RADIO.

                           HARLAN (V.O.)
             ... listening to W.F.R.E. Freedom
             radio. We've put aside the
             U.F.O.'s and conspiracy
             theories...

                                                       13.

INT. PICKUP TRUCK (HIGHWAY) - DAY

Chris drives into town with the RADIO ON.

                        HARLAN (V.O.)
          ... for some down home talk back
          with our own mayor: Wade Hale.

                        CHRIS
          Oh, great.

                        WADE (V.O.)
          Thanks, Harlan. As I was saying,
          Chemical Technologies has been
          looking for viable storage sites.
          And Prosperity is lucky enough to
          be on that list.

                        HARLAN (V.O.)
          Lucky? I think most of us are
          insulted that some outsiders think
          our town is a perfect place to
          dump toxic waste.

                        CHRIS
          Right on.


EXT. MAIN STREET (TOWN) - DAY

Chris's pickup approaches... The entire town is not much
bigger than a few football fields. The kind of place
where everybody has known each other since childhood.
Some buildings date back to the 1880's gold rush.

                        HARLAN (V.O.)
          Isn't this just your latest get-
          rich quick scheme?

At one end is the Prosperity Mall. A huge windowless
rectangle in the sand. Permanent signs tout the many
outlet stores inside: Victoria's Secret, Home and Garden
Supplies, Sport Chalet, etc. Hand-painted signs reveal:
"GOING OUT OF BUSINESS SALE. EVERYTHING MUST GO. FINAL
CLOSE OUT." On the roof of the mall is a very tall radio
antenna.

                        HARLAN (V.O.)
          Your mall has more employees than
          customers.


INT. PICKUP TRUCK (TOWN, MAIN STREET) - DAY

Chris smiles as he listens to the RADIO.

                                              (CONTINUED)

                                                     14.

CONTINUED:

                           WADE (V.O.)
             I may have overestimated the need
             for 100,000 square feet of outlet
             shopping.


EXT. BEVERLY'S HOUSE - DAY

BEVERLY (40's) is tending to her garden as she listens to
a transistor radio.

                           HARLAN (V.O.)
             And your ostrich ranch?

                           WADE (V.O.)
             If the government subsidies hadn't
             dried up, I'd still be rolling in
             cash.


EXT. HARLAN'S TRAILER (MAIN STREET, TOWN) - DAY

An airstream at the far end of town. Signs identify it
as: "FREEDOM RADIO." A brand new humvee is parked out
front.


INT. HARLAN'S TRAILER - DAY

Walls decorated with clippings about aliens, monsters,
and conspiracies. Two men sit at a home built
transmitter.

HARLAN GRIFFITH (40s) wears an "Aliens Go Home!" T-
shirt. He eats from a box of Frosted Flakes and drinks
Jolt cola.

WADE HALE (40s) is the mayor of Prosperity. A slick-
haired dandy who looks more like a Vegas lounge singer
than a Mayor.

                            WADE
             With one phone call I could put
             together a deal that would make us
             all very rich.

                           HARLAN
             They say money doesn't buy
             happiness.

                           WADE
             They probably don't have any.

                                                    15.

INT. POLICE CAR (HIGHWAY) - DAY

Sam and her kids listen to the radio.

                        WADE (V.O.)
          Money pays for kids to go to
          college. It pays the mortgage.


INT. DINER (MAIN STREET, TOWN) - DAY

An attractive waitress on roller-skates. A harried CHEF.
Locals chow down. The RADIO BLARES in the b.g.

                        WADE (V.O.)
          It puts food on the table.
          Haven't the people of this town
          lived hand-to-mouth for long
          enough?


INT. BARBERSHOP (MAIN STREET, TOWN) - DAY

FLOYD and LEROY are the Jurassic era barbers. Floyd cuts
Leroy's hair. The two men listen to the RADIO.

                        WADE (V.O.)
          We're all gonna die in this hell
          hole.

                        FLOYD
          Yeah, of boredom.


INT. POLICE STATION - DAY

DEPUTY PETE sits with his feet up on the desk reading
Playstation magazine. He listens to the RADIO.

                        WADE (V.O.)
          Wouldn't it be nice not to worry
          about surviving retirement? Or
          taking a shot at that life-long
          dream?


INT. HARLAN'S TRAILER - DAY

                        WADE
          Think about it, Harlan, you could
          buy a commercial transmitter and
          start broadcasting to a national
          audience.

                        HARLAN
          It would be nice to get the
          message out. Let people know the
          aliens walk among us.

                                                     16.

INT. PICKUP TRUCK - DAY

Chris slows to a stop in front of the McCormick and Son
Mining Company. This stately edifice was once the
driving force behind the local economy.

                        WADE (V.O.)
          If Chris McCormick refuses to sell
          his mines. The rest of us are out
          of luck.

Chris frowns.


INT. POLICE CAR (HIGHWAY) - DAY

                        WADE (V.O.)
          I don't think it's fair for one
          person to wield that much power.
          But he's just like his father.
          Selfish. Greedy. And more than a
          little bit nuts.

                          SAM
          Uh-oh.

Sam flips on the SIREN and accelerates.


INT. DINER - DAY

The locals stop eating and look toward the radio.

                        WADE (V.O.)
          That family has been digging in
          those tunnels since the twenties.
          If there was something down there,
          don't you think they would have
          found it by now?


INT. BARBERSHOP - DAY

Floyd and Leroy stare at the radio.

                        WADE (V.O.)
          Common sense does not apply to
          crazy people.


INT. PICKUP TRUCK - DAY

                        WADE (V.O.)
          Might as well be chasing a
          leprechaun's pot of gold at the
          end of the rainbow.

                                            (CONTINUED)

                                                          17.

CONTINUED:

Chris is furious as he PEELS OUT and speeds toward
Harlan's.


INT. DINER - DAY

The locals watch Chris's pickup speed by.

                           WADE (V.O.)
             ... lunatics...


INT. BARBERSHOP - DAY

Floyd and Leroy watch Chris speed by.

                           WADE (V.O.)
             ... certifiably nuts...


INT. POLICE CAR - (MAIN STREET, TOWN) - DAY

As Sam pulls into town. She sees Chris skid to a stop in
front of Harlan's trailer. He leaps out of his pickup.

                           WADE (V.O.)
             ... at the very least...


INT. HARLAN'S TRAILER - DAY

Chris yanks the door open in time to hear...

                           WADE
             ... those McCormicks are just
             plain-old dumb.

Wade stands up to protest. But it's too late. Chris
punches him in the nose. The mayor tumbles back.

                           CHRIS
             I've warned you not to talk about
             my family!

                           HARLAN
             We have a surprise guest in the
             studio.

Chris drags Wade to his feet, shoving him against the
wall.

                           CHRIS
             My family built this town!

                                                 (CONTINUED)

                                                           18.

CONTINUED:

                           WADE
             Am I supposed to be grateful?

Chris draws back his fist for another shot.       Sam runs in
and grabs him from behind.

                              SAM
             That's enough!

                           CHRIS
             Stay out of this, Sam!

She manhandles Chris toward the door.


EXT. HARLAN'S TRAILER - DAY

Practically the entire town has gathered outside. Sam
drags Chris through the door. Wade and Harlan are close
behind.

                           CHRIS
             Did you hear what he said?

                              SAM
             I heard.

                           WADE
             I want him locked up!

                           SAM
             Let's all calm down.

Wade tries to take advantage of the assembled audience.

                           WADE
             We have no economy! People are
             barely scraping by! And now we've
             been offered the deal of a
             lifetime. You don't have the
             right to stand in our way!

                           CHRIS
             Those mines are full of gas. One
             spark in the wrong place could
             blow this entire valley sky high.
             Do you really want to load that
             gun with toxic waste?

                           WADE
             Chem-Tech did seismic analysis,
             vapor checks, groundwater reads,
             soil sampling. They found
             isolated methane pockets, but no
             benzene or hydrogen sulfide.
                                                 (CONTINUED)

                                                           19.

CONTINUED:

                           CHRIS
             How could they run tests? I
             didn't give them permission to go
             into the mines.

Wade retreats toward his shiny new Hummer.

                           CHRIS
             I asked you a question, you greedy
             son of a bitch!

                           WADE
             I'm greedy?! You're the one
             keeping us down so you can search
             for gold!

Chris tries to go after Wade.       Sam holds him back.

                           SAM
             Don't take another step.

Chris stares at her.

                           CHRIS
             You're taking his side?

                           SAM
             I'm trying to keep the peace.

                             WADE
             You're crazy!    Just like your
             father!

Wade drives off in his humvee.       The crowd begins to
disperse.

                            CHRIS
                    (sotto)
             He wasn't crazy.

                             SAM
             It's okay.

Chris heads off to his truck. Sam watches him go. Her
eyes drifting down his body. Ashley steps up beside her
mom.

                           ASHLEY
             Maybe you're not gay after all.

                           SAM
             What are you talking about?

                                                 (CONTINUED)

                                                         20.

CONTINUED:

                           ASHLEY
             You can't take your eyes off his
             butt.

                           SAM
             Where did you learn that it's okay
             to talk to me like this?

                          ASHLEY
             Relax, Mom. He's hot for an old
             guy. I can admit it. Why can't
             you?

Sam watches Chris get into his truck. He gives her one
last look before pulling out. Sam smiles with her
daughter.


INT. MINING MUSEUM (MAIN STREET, TOWN) - DAY

Vintage mining gear. Walls covered with sepia-tone
photos chronicling the history of the McCormick mines.

GLADYS LAUDERBACK (50s) sits at a desk. She blows smoke
from her Kool into the breeze of an air conditioner.
Ignoring the signs behind her head: "NO SMOKING!",
"DANGER GAS!"

As Chris enters, Gladys hides her lit cigarette in a
drawer.

                           GLADYS
             Did you pop him one?

                           CHRIS
             He had it comin'. But Sam
             Palmer... That woman abuses her
             power.

                           GLADYS
             Why? Because she stopped you from
             givin' Wade another pop?

                           CHRIS
             I'm not proud of it.

Chris goes to a table and a map of the mines that
honeycomb beneath the town. Many of them are marked
"explored." Many aren't. Chris checks another tunnel
off the list. He sniffs the air and glares at Gladys.
Smoke rises out of her desk drawer. Gladys yanks it open
and puts out the flame.

                                                (CONTINUED)

                                                           21.

CONTINUED:

                           CHRIS
             I thought you were trying the
             patch.

                           GLADYS
             I am.

She raises her sleeve to reveal several nicotine patches.
Chris exits through a door at the back of the museum.


INT. MUSEUM - LIVING ROOM - DAY

Chris enters the family living quarters. The furniture
was new in 1947. He continues to the adjacent kitchen.


INT. MUSEUM - KITCHEN - DAY

Chris takes a beer out of the fridge. Then he notices an
odd CLICKING. He tracks the sound to a stove burner
permanently on "light."

Chris moves to a fuse box in the adjacent hallway. He
removes the fuse for the stove. The SPARKING STOPS.

Chris sits at the table and has a cooling sip of beer.
Gladys enters with a stack of bills.

                           CHRIS
             That burner's on the fritz again.

                            GLADYS
             Oh something's broken? What else
             is new?
                     (lays bills on table)
             You need to pay these by the end
             of the month.

                           CHRIS
                    (looks at bills)
             Today... For a split second... I
             actually thought I had it.

                           GLADYS
             Another vein of iron pyrite?

                           CHRIS
             Yeah... Then a rat stole my lunch.
             I practically blew myself up
             trying to get it back.

                                                 (CONTINUED)

                                                     22.

CONTINUED:

                           GLADYS
             I'm glad you like my bologna
             sandwiches.
                    (beat)
             Maybe you should talk to Wade.

                           CHRIS
             What are you saying?

                           GLADYS
             Honey, if he really does have a
             buyer...

                           CHRIS
             You of all people know how much my
             dad wanted to find that mother
             lode.

                           GLADYS
             Your daddy wanted to    get rich. I
             don't think he cared    how that
             happened. If he was     still alive,
             maybe he'd sell those    mines.

Chris takes umbrage...

                           CHRIS
             And maybe you didn't know him so
             well after all.

A tense beat.

                           GLADYS
             You're right... I'm just worried
             about how we're going to pay these
             bills.

                           CHRIS
             Don't give up on me, Gladys. I
             promised him I'd find the gold.
             And I will.

Gladys steels her fear, patting Chris on the hand.


EXT. TOWN - ESTABLISHING SHOT - DAWN

The sun rises.     The town slowly comes to life.

                           HARLAN (V.O.)
             Good morning, Prosperity, Nevada.
             It's another beautiful day on the
             frontier.

Locals prepare their stores for business.

                                                          23.

INT. JOSHUA'S HOUSE (DESERT) - DAY

                        HARLAN (V.O.)
          No charges have been filed in
          yesterday's fracas between Chris
          McCormick and Wade Hale. And
          we've got...

Joshua turns the radio down. He holds a tape measure to
a glass spider tank, recording the size of an unseen
arac.

                        JOSHUA
          An exponential growth rate...
          That's impossible.

                         CHARLIE
          Me so horny.   Me love you long
          time.

Joshua doesn't look back at the parrot sitting on its
perch.

                        JOSHUA
          Be quiet, bird!

Charlie looks over at the tarantula tank. Watching
curiously as the cloth cover moves slightly. As if one
of the spiders is escaping. Charlie flies over to
investigate. He lands on the counter and peers around
the back of the tank.

                        CHARLIE
          Charlie's in the wire!     Incoming!

Something yanks the parrot O.S.

                        JOSHUA
          Stop screwing around...!

Joshua looks back in search of the parrot. He notices
several feathers floating down to the floor. He heads
over to investigate. Joshua pulls the blanket clear to
reveal the top of the cage has been pushed aside. No
sign of any tarantulas. Joshua checks the back side of
the tank.

                        JOSHUA
          Where'd you go? Consuela?

She's nowhere to be seen. Joshua spots      something
sticking out from under the table. Two      parrot feet.
Joshua pulls Charlie out from under the     table. It's a
horrible sight. The bird is wrapped in      spider webbing.
His body desiccated.

                                                 (CONTINUED)

                                                          24.

CONTINUED:

                           JOSHUA
             Charlie... Semper fidelis.

Joshua sees Charlie is attached to a web. He tugs on the
webline. Something tugs back. Joshua leans down to look
under the table. His eyes go wide at what he sees. Then
a shadow looms over his head. Joshua looks up and...


EXT. JOSHUA'S HOUSE (DESERT) - DAY

SCREAMS and the sounds of BREAKING GLASS come from
within.


EXT. PALMER HOUSE (TOWN) - DAY

Ranch style.    Cop car in front.     Chris's pickup cruises
by.


INT. PICKUP TRUCK - OUTSIDE PALMER HOUSE - DAY

Chris drives past.    He catches sight of a figure in a
window.


INT. PALMER HOUSE - BATHROOM - DAY

Sam is brushing her teeth at the window as Chris drives
by. They make eye contact. Chris moves on. Sam looks
at herself in the mirror. Bathrobe. No makeup. Messy
hair. Mouth full of toothpaste.

                              SAM
             Work it, babe.


INT. PALMER HOUSE - HALLWAY - DAY

Sam comes out of the bathroom dressed in her uniform.

                           SAM
             It's all yours.

Ashley and Mike exit their rooms. Mike is dressed for
the day. Ashley in a robe. They race for the bathroom.
Mike is first. Then Ashley hip-checks him out of the
way, slamming the door in his face.

                              ASHLEY (O.S.)
             Ladies first.

                                                (CONTINUED)

                                                      25.

CONTINUED:

                           MIKE
             What's your excuse!?

Sam sticks her head out of a room at the end of the hall.

                           SAM
             You still want a ride, Mike?

                           MIKE
             I'm just going to the mall.

                           SAM
             Have fun.

Mike heads down the hallway and out of the house.


INT. PALMER HOUSE - BATHROOM - DAY

Ashley turns on the shower, drops her robe, and climbs
in.


INT. BATHROOM - SHOWER - DAY

Ashley is surrounded by steam. She sings an edgy gangsta
rap tune by NWA. Tres' bizarre, non? Shampoo lather
cascades down her face. Her eyes close. She is
oblivious to a small spider crossing a web in front of
her. The spider gets clear as Ashley rinses off the
soap.

Ashley rubs conditioner into her hair. The lather
builds. Covering her face. Forcing her eyes closed once
more. The spider returns across its web right in front
of her eyes.

The water stops. Ashley reaches for the showerhead
blindly knocking the spider off its web. She feels no
water coming out, and fumbles for a washcloth. Reaching
with eyes closed, she can't see the little spider has
landed on top of the cloth. As Ashley retrieves it, the
spider scurries onto its opposite side.

Ashley wipes the soap off her face. The spider rides the
washcloth and moves toward her hand. Before it can
strike, Ashley gets her eyes clear and drops the cloth.

The cloth lands on the floor atop the spider. As the
beast stares out from under it, barefoot Ashley steps on
the cloth. Crushing the spider without ever knowing it
was there.

                                            (CONTINUED)

                                                     26.

CONTINUED:

Ashley turns her attention to the showerhead. She cranks
the water handles, trying to get the water flowing again.
The handles suddenly pop off. Dozens of tiny spiders
pour from the holes onto the floor. Ashley shrieks in
horror.

Sam bursts into the bathroom and yanks open the shower
door. She drags Ashley out and looks at all the little
spiders.

                          SAM
             Now what?

Ashley just screams.


INT. HANK AND EMMA'S HOME - DAY

The SCREAM of a SAWZALL. A house in the midst of
remodeling. Sections of wall are exposed. Sheets cover
furniture. HANK (30s) is the Bob Villa-poseur.

A cat sits near an open section of wall. Watching
something intently. The cat charges into the wall after
unseen prey.

EMMA (30s) comes downstairs wearing her bathrobe. She
clutches her ears in pain, screaming for Hank to stop.
He can't hear. She grabs his shoulder and he STOPS
CUTTING.

                           EMMA
             Why do you need to do that as six
             in the morning!? Do you hate me
             that much!?

                           HANK
             I want to finish before I go to
             work.

                           EMMA
             You've been saying that for six
             months!

                           HANK
             I can't finish if you keep
             interrupting!

Hanks RESTARTS the SAW as Emma staggers into the kitchen.

                                                         27.

INT. REMODELED HOUSE - KITCHEN - DAY

Emma makes herself a hangover helper. Egg, tabasco,
lemon juice, and a shot of vodka. All of it goes into
the BLENDER. She FIRES it UP. Competing with the noise
of Hank's SAW. Then Emma notices a bowl of uneaten cat
food.


INT. REMODELED HOUSE - LIVING ROOM - DAY

Emma comes back in and UNPLUGS the noisy SAW.

                        HANK
          If you're gonna keep pulling the
          plug...

                        EMMA
          Have you seen Zeke this morning?

                        HANK
          He was chasing something earlier.

                        EMMA
          If he got into the wall again,
          it's your balls in the blender.

They hear FAINT MEOWING. Hank traces the source.       It's
coming from behind a partially-dismantled wall.

                         HANK
          Hey, Zeke.   Breakfast is ready.

                        EMMA
          I'll get the tuna.

Emma heads back into the kitchen. Hank listens at the
wall. After a beat he hears the CAT RUSTLING around
inside.

                           HANK
          Zeke?

Emma re-enters with a can of tuna.       She hears ZEKE HISS.

                        EMMA
          What's wrong with him?

Hank shakes his head. The CAT noises become more
aggressive. The panicked couple tries to follow the
cat's progress. They tracks the sounds of BATTLE along
the wall. The noises become FRANTIC. SCRABBLING CLAWS.
HOWLS of KITTY pain.

                           HANK & EMMA
          Zeke!?   Zeke!    Zeke!

                                                (CONTINUED)

                                                       28.

CONTINUED:

They follow the cat's frenzied movement up the wall,
across the ceiling, and down the other wall. Hank
hurries over. He can feel his cat thrashing maniacally
on the other side. A FELINE SCREAM. And then deafening
silence.

Hank tears open the drywall, reaching for his cat.

                           HANK
             I've got him by the tail.

He withdraws all that remains of the Zeker... a bloody
tail.


EXT. MALL - DAY

Mike hops off his bike before it stops moving. Letting
it crash in the dirt. He enters the mall through glass
doors.


INT. MALL (PROSPERITY) - DAY

Mike passes NORMAN (18), a janitor polishing the floors.
Norman listens to LOUD DEATH ROCK TUNES on a Sony
WALKMAN.

                           NORMAN
                    (conspiratorial)
             Hey, dude. Yeah. You.

Mike comes over to this goatee'd rascal.

                           NORMAN
             Wanna buy some smoke?

                           MIKE
             A pack of cigarettes?

                           NORMAN
             Smoke to get high, not to die. My
             stuff is hydroponically grown in a
             top secret location. No
             artificial flavors. No
             preservatives. Just 110 percent
             homegrown.

                           MIKE
             Where's this secret location?

                                              (CONTINUED)

                                                                29.

CONTINUED:

                           NORMAN
             I could have a dime bag for you
             toot sweet. But if I tell you
             where exactly, I'd have to kill
             you.

                           MIKE
             Norman, you know my mom's the
             sheriff.

                           NORMAN
             Oh yeah... Right on...
                    (considers this)
             Does she get high?

Mike walks away, deeper into the mall. A dozen stores
line the hallway: Victoria's Secret, Electronic
Boutique, Sport Chalet. Most of the stores are closed
for good. A large atrium features a fountain and jungle
gym. Skylights cover the ceiling. Mike enters the Home
and Garden store.


INT. HOME AND GARDEN STORE - DAY

Mike goes up to the counter.          The CLERK snaps at him.

                           CLERK
             The bug spray is on aisle five!

                              MIKE
             What?

                           CLERK
             You want mousetraps!?       Is that
             it?! Aisle five!

Mike grabs some batteries and lays them on the counter.

                              CLERK
             Oh.     I thought you wanted...

An OLD LADY walks past.

                           OLD LADY
             Excuse me, young man. Where can I
             find the bug spray?

                              CLERK
             Aisle five!

The Clerk grabs the PA's microphone.

                                                   (CONTINUED)

                                                    30.

CONTINUED:

                           CLERK
                    (over PA speakers)
             All bug spray, rodent traps, ant
             poison and fly paper is on aisle
             five!

He returns his attention to Mike.

                           CLERK
             That'll be three fifty-two.

Mike pays the man.

                           MIKE
             Where's aisle five?

The annoyed Clerk points. Mike heads over. He sees the
aisle is crowded with locals squabbling over the few
remaining cans of Raid, Black Flag and Off.


EXT. BEVERLY'S HOUSE (TOWN) - DAY

Beverly uncoils a hose, cranks a spigot. She sprays her
vegetable garden with water. After a beat, a solid
object is coughed up through the hose.

Beverly continues watering. Two more unidentified
objects are spewed from the hose. She reacts by cranking
the spigot on full. The water sprays harder. Then
inexplicably stops.

Beverly checks the spigot. She looks into the opening of
the hose. Puts it to her ear and listens. Sniffs. Now
she puts the end of the hose in her mouth and sucks
deeply, trying to siphon away the blockage.

Beverly removes the hose. A FAINT RUMBLING sound. She
puts it back in her mouth and sucks. A solid object
comes through the hose and into her mouth. Then another.
And another. A dozen things pump through the hose and
into her mouth.

Beverly yanks it out. Water spews from her mouth and out
of the hose. Apparently the blockage has cleared.

Beverly falls to her knees. Hunching forward. She
vomits forth a stomach full of water... and small
spiders. Mouth agape. Eyes wide in horror. She watches
them scurry into the garden. Beverly tries to scream...
but can only retch.

                                                        31.

EXT. STREET (TOWN) - DAY

Mike Palmer rides his bike through a puddle of water. He
sees Beverly throwing up in her vegetable garden. Mike
it thoroughly grossed out.


EXT. JOSHUA'S HOUSE (DESERT) - DAY

Mike rides his bike into Joshua's front yard.    He
dismounts before the BIKE stops. It CRASHES.     Mike heads
inside.


INT. JOSHUA'S HOUSE - DAY

Mike stops short in the doorway. An off-hook TELEPHONE
BEEPS incessantly. WIND MOANS through shattered windows.
Furniture is tipped over. Mike moves through the chaos.

                         MIKE
          Hello?   Joshua? Charlie?

The spider tanks are shattered. No trace of their
occupants. Mike pulls out his Cassiopeia PDA and starts
recording.

                        MIKE
                 (into PDA)
          Captain's log. Stardate...

Stops recording, PLAYS it BACK, listens to HIS VOICE.

                           MIKE
          Cool!
                 (records again)
          The house is deserted. No sign of
          Joshua Taft or his bird. The
          spider tanks are shattered. There
          is broken glass everywhere.

Mike moves toward the back door of the cabin.    It swings
open and shut in the WIND.


EXT. JOSHUA'S HOUSE (DESERT) - BACK YARD - DAY

Mike comes out and notices hundreds of coin-sized
footprints. He follows these tracks to a cluster of
wooden barricades labeled: "McCORMICK AND SONS MINING
COMPANY." Mike peers toward a vertical mine shaft behind
the barriers.

                                           (CONTINUED)

                                                       32.

CONTINUED:

                           MIKE
                    (into PDA)
             Animal tracks. Definitely too big
             to be spiders. Could be rats.

Mike slips past the barricades. Following the tracks to
the edge of the abyss. He can't see anything. It's too
dark.

Mike turns away and returns to the yard.    Never
realizing...

Several feet down the shaft. Hidden under a rock... the
shriveled and desiccated corpse of Joshua Taft. It hangs
from the side of the shaft in thick sticky webbing.
Grisly.

Suddenly the corpse is tugged loose and dragged deeper
into the shaft by some unseen creature.


EXT. MINE SHAFT - DAY

Chris's pickup is parked outside another mine shaft.


INT. MINE TUNNEL - DAY

Chris works with   his pick-axe. He pauses, listening to a
DISTURBING NOISE   somewhere down the tunnel. A growl? A
roar? Chris isn'   t so sure. And then a new sound... a
SCREECHING. The    noise grows LOUDER. Something's coming.

Chris shines his light into the darkness. Trying to see
what's causing the unsettling crescendo...

Suddenly dozens of RATS burst from the darkness.


EXT. MINE SHAFT - DAY

Chris runs out the mouth of the tunnel. The rat stampede
is on his tail. He leaps into the back of his pickup.
The manic rodents continue off into the desert.

Chris looks back toward the gaping mouth of the tunnel.

                           CHRIS
             What am I, the Pied Piper...

                                                        33.

EXT. MAIN STREET (TOWN) - BARBER SHOP - DAY

Mike rides his bike. Floyd the barber stands out front
chatting with an elderly couple. They hold a dog's leash
in their hand.

                         FLOYD
          I'm sorry.   I haven't seen him.


EXT. MAIN STREET (TOWN) - DAY

Mike rides on. He notices a guy taping a flyer to a lamp
post. Mike glances over. It's a sign for a missing dog.


EXT. MAIN STREET (TOWN) - POLICE STATION - DAY

Mike arrives at the local police station. Several cars
are parked out front. The door is ajar. Locals are
crowded inside. Mike lets his bike crash as he enters.


INT. POLICE STATION - DAY

Sam is behind her desk.   The place is swarming with
locals.

                         SAM
          Quiet!   Quiet please!

The mob is not listening.

                        BEVERLY
          They were clogging up my house!

                        EMMA
          I want to know what killed Zeke!

                        TRAVIS
          He was a good dog! He wouldn't
          just get up and go!

Deputy Pete whistles at top volume.   Everybody shuts up.

                        SAM
          I had spiders at my house too.     We
          need an exterminator not a
          sheriff.

                        TRAVIS
          What about my dog?

                                              (CONTINUED)

                                                     34.

CONTINUED:

                           SAM
             I don't know, Travis. We're gonna
             keep an eye out. But we're not
             gettin' anywhere like this. You
             should go back out there and look
             for your animals. If they haven't
             shown up by tonight. I'll call
             Fish and Game. Okay?

Pete ushers the grumbling mob out of the office.   Mike
avoids the crush and manages to stay inside.

                           MIKE
             Mom! Mom!   All Josh's spiders are
             gone!

                           SAM
             I can't do this right now, Mike!
             Everyone's having pest problems!

                           MIKE
             But Joshua is gone!

                           SAM
             Maybe he's out looking for his
             spiders?

                           MIKE
             Mom, I'm serious! You're not
             listening!

                           SAM
             Mike... I've got missing pets.
             Spiders in the plumbing. Rats and
             mice coming out of basements. And
             your sister's about to end up on a
             milk carton. I can't have you
             losing...

The PHONE RINGS.     Sam answers it.

                           SAM
             Hello? Wade... wait a second...
             your ostriches?

OFF Mike's look.


EXT. WADE'S RANCH - DIRT DRIVEWAY - DAY

Prosperity is clearly visible just a mile away. The
police car drives down a long road lined with fences.

                                                       35.

EXT. WADE'S RANCH - RANCH HOUSE - DAY

Wade's new Hummer is in the driveway. A CATTLE DOG BARKS
as Wade leads Sam and Mike around the side of the house.

                        WADE
          Came out to feed my birds this
          morning.

                         SAM
          Coyotes?

                         WADE
          Hell no!

The trio steps to the fence.    Only three mangy ostriches
are there to greet them.

                        WADE
          My flock had fifty birds! Where'd
          they go, dammit! Who the hell
          steals fifty birds that can't even
          fly!?

                        SAM
          All this happened last night?

                         WADE
          I guess.   And we didn't hear a
          thing.

Sam gestures toward the BARKING DOG.

                        SAM
          What about him?

                         WADE
          Not a peep.

Mike notices some ostrich feathers on the ground.     He
heads over for a closer look.

The DOG watches his progress.    BARKING excitedly.

Sam talks to Wade.

                        SAM
          How's the ostrich business?

                        WADE
          Not so good lately.

                        SAM
          You've got that new Hummer. You
          must be makin' enough to pay for
          it.

                                             (CONTINUED)

                                                       36.

CONTINUED:

                           WADE
                    (annoyed)
             You like it? I'll take you for a
             ride.

                           SAM
             These birds are insured.   Right?

                           WADE
             I didn't kill my birds, Sam.      Is
             that what you think?

Mike looks back to see his mom confronting Wade.

                           WADE
                    (in the distance)
             ... reject... absolutely not...

Mike scrutinizes what appear to be more of those tracks
that he found at Joshua's. But this time they are
larger:

                           MIKE
                    (into PDA)
             I've found more tracks.    Even
             larger now.

Mike follows the trail toward another mine entrance.
This one is plugged with concrete. The tracks don't go
there. They stop at what appears to be a normal patch of
ground. Several ostrich feathers are scattered nearby.

Mike takes a closer    look. Something doesn't seem right.
An odd demarcation    in the soil. His fingers trace the
edge of a thin film    of material. It is a lid of sorts.
A sheath of sticky    webbing coated with dirt. Mike is
able to lift it.

Mike peers into a deep dark burrow three feet wide.


INT. UNDERGROUND BURROW - DAY

Twenty feet down the shaft.     A shape moves.


TRAPDOOR SPIDER POV - MIKE

A MULTI-EYED SPIDER'S VIEW of Mike at the top of the
burrow.


EXT. WADE'S RANCH - OSTRICH PEN - DAY

Mike squints into the burrow but can't see anything.

                                                        37.

INT. UNDERGROUND BURROW - DAY

A dark shape inches up the burrow toward Mike.


EXT. WADE'S RANCH - OSTRICH PEN - DAY

Mike is oblivious as he peers into the dark.


EXT. WADE'S RANCH - RANCH HOUSE - DAY

The BARKING CATTLE DOG SNAPS its TETHER and charges Mike.
Sam and Wade see this and run after it.


EXT. WADE'S RANCH - OSTRICH PEN - DAY

Mike doesn't see the dog.    He's too busy looking in the
hole.


INT. UNDERGROUND BURROW - TRAPDOOR SPIDER POV - MIKE

The kid is FRAMED IN the burrow opening just a few feet
away.


EXT. WADE'S RANCH - OSTRICH PEN - DAY

Mike senses something approaching in the darkness.
Suddenly he's grabbed from behind. Sam drags him away as
CLYDE the cattle dog continues BARKING.

                        WADE
                 (to Clyde)
          Now you're on the job?! What the
          hell were you doin' last night?!

                           SAM
          Come on, Mike.     Let's hit it.

Sam leads her son toward the house.     Mike glances back.


EXT. WADE'S RANCH - DIRT DRIVEWAY - DAY

Mike and Sam are in the cop car.     Wade is at Sam's
window.

                        WADE
          I need to know what happened to my
          birds!

                                              (CONTINUED)

                                                         38.

CONTINUED:

                           SAM
             If I find anything I'll let you
             know.
                    (a beat)
             So you can fill out that insurance
             form.

Sam drives down the driveway. Wade takes off his hat and
wipes his brow. He watches Clyde run parallel to the
accelerating police car.


INT. POLICE CAR (DIRT DRIVEWAY) - DAY

Sam eyes the road ahead.     Mike is lost in thought.

                           MIKE
             We have to go back.

                           SAM
             Mike?

                           MIKE
             That was a trapdoor spider's
             burrow.

                           SAM
             What are you talking about?

                           MIKE
             Joshua was feeding his spiders
             bugs from the creek. And they
             were getting bigger.

Mike glances out the window at the dog running nearby.

                           MIKE
                    (agitated)
             What if they didn't stop growing?
             What if they broke out of their
             tanks. Ate Joshua. And went into
             the mines?

Sam looks at him like he's out of his mind.

                           MIKE
             That could be why the other
             species are coming out into the
             open. They're trying to get away
             from the giant spiders.
                    (a beat)
             The ecosystem is out of balance.

                                                (CONTINUED)

                                                            39.

CONTINUED:

                           SAM
             Have you been overdosing your
             Ritalin?

She checks him for a fever.


EXT. WADE'S RANCH - DIRT DRIVEWAY - FENCE LINE - DAY

CLYDE runs   next to the car. Suddenly he disappears
underground   with a YELP. Only still frame on a DVD
player will   capture the trapdoor spider's lunge from a
camouflaged   den. The dog's empty collar rolls to a stop
in a cloud   of dust.


INT. POLICE CAR (DIRT DRIVEWAY) - DAY

Mike turns from his mother and looks out the window.        He
is confused when he doesn't see any sign of the dog.

                           MIKE
             Maybe I am losing it...

He checks himself for a fever.


INT. ABANDONED TRUCK STOP (DESERT) - DAY

A dingy collection of buildings surrounded by dunes and
rock. The structures have boarded windows. Graffiti on
the walls. Teenagers hang out. Off-road motorcycles
parked nearby.

Bret Hale's monster truck does donuts in the parking lot.
Ashley hangs out the passenger window shrieking with
glee.


INT. BRET'S TRUCK (TRUCK STOP) - DAY

Bret smokes a Phillies Blunt as he donuts his TRUCK.
Ashley laughs hysterically. Bret steers them around to
the back of the truck stop. He SKIDS to a stop.

                           ASHLEY
             Woo-hoo!

Bret offers his stogie.    Ashley refuses.     Bret puffs
away.

                           ASHLEY
             Haven't you had enough of that?

                                                (CONTINUED)

                                                           40.

CONTINUED:

                              BRET
             No such thing.     Norman's bud is
             da'kine.

He coughs and they both laugh.

                           BRET
             When I medal at the X-Games, Honda
             will give me full sponsorship.
             Then I'll take you with me on the
             Supercross tour.

Ashley is silent.

                           BRET
             Are you still thinking about going
             away?

                           ASHLEY
             I don't know. I want to do
             something with my life, Bret.
             Help people. Maybe med school is
             still an option.

                           BRET
             Not if you keep hanging out with
             me.

                              ASHLEY
             Thanks, Mom.

They kiss. Things head toward a serious        level of "get
down." Bret slides his hand up Ashley's        shirt. Ashley
gets into it. But then Bret slides his        hand toward the
buttons of her 501s. Ashley removes his        hand.

                              ASHLEY
             Slow down...

Bret persists.       Ashley climbs off of him.

                           BRET
             I thought you loved me.

                              ASHLEY
             I do!

                           BRET
             Then what's the problem? You want
             to leave town. You don't want to
             make out.

                           ASHLEY
             I don't feel...

                                                  (CONTINUED)

                                                            41.

CONTINUED:

                            BRET
             What?

                           ASHLEY
             I don't want to lose my virginity
             in the front seat of a monster
             truck.

                           BRET
             Why didn't you say so? We can go
             outside. I've got a blanket in
             the back.

                           ASHLEY
             No... I guess... I'm just not
             ready.

                           BRET
             Tammy and Larry do it every night!

                           ASHLEY
             Then call them! Have a menage a
             trois!

                             BRET
             Come on,   Ashley. Mommy's not
             around.    You don't have to play
             the good   girl. Let Daddy give you
             what you   really want.

Bret goes after her once more.      Ashley's not into it.

                           ASHLEY
             Please, Bret... Please don't...

But Bret won't listen. Ashley isn't strong enough to
fight him. She reaches into her purse and pulls out her
stun gun. She rams it up in Bret's crotch and pulls the
trigger.

Bret howls like a baboon in a wood chipper. He
spasmodically jerks off of Ashley and tumbles out the
driver's side door.


EXT. BEHIND TRUCK STOP - DAY

Bret twitches on the ground.

                           BRET
             My balls? Ahh! My balls!
                    (looks down)
             I pissed myself?! Damn, bee-otch!

                                                 (CONTINUED)

                                                            42.

CONTINUED:

Ashley watches from the truck.

                           ASHLEY
             I told you to back off!

Ashley closes the door of the truck and rolls up the
windows.

Bret is dazed as he gets to his feet. Then his eyes
rack-focus to a nearby dune. A Rottweiler-sized jumping
spider stands atop it. Two large eyes surrounded by six
smaller orbs. Orange and black designs on its abdomen.
Wiry hair. Dagger-sized fangs. Bret can't quite believe
what he sees.

Ashley STARTS the TRUCK.      This snaps Bret back to
reality.

                             BRET
             Ashley, wait!

                           ASHLEY
             Screw you, Bret. I'm going home.

Bret sees the spider leisurely coming down off the dune.
He runs over to the door of the pickup and tries to open
it.

                            BRET
             Please!   Open the door!     I'm
             sorry!

                           ASHLEY
             I can't believe my mom was right
             about you. Do you know how
             embarrassing that is?

Ashley starts to pull away.         Bret keeps banging on the
glass.

                           BRET
             Open the door, baby!      I love you!
             I want to marry you!      Have my
             children! Please!

Ashley flips him the bird and BURNS RUBBER. As the truck
moves out of the way, Bret finds himself staring at
several more jumping spiders that are methodically
approaching. Bret sprints around to the other side of
the truck stop.

                                                         43.

EXT. TRUCK STOP - PARKING LOT - DAY

Bret runs from behind the building.    Larry Witzer and a
bunch of other kids see him coming.

                          LARRY
            Dude, did you piss in your pants?

                           RANDY
            Ha-ha!   Bret pissed his pants!

All the kids start laughing and pointing at Bret.      None
of them see the approaching jumping spiders.

                          BRET
            Get out of here! They're coming!

                          RANDY
            The only one coming is you, dude.

Larry and Randy high-five. A jumping spider lands on
Randy's back, piercing him with its fangs, throwing him
to the ground. Randy screams. The kids have a front-row
seat as the spider's pincers mash their buddy into an
edible pulp.

Bret leaps onto his MOTORCYCLE and FIRES it UP. Several
more jumping spiders bound across the parking lot.

                           BRET
            Ride!

The kids scramble, leaping onto their bikes. One rider
is picked off by a spider. The others kick up rooster
tails as they accelerate away. The spiders chase them
into the dunes.


EXT. SAND DUNES - DAY

A wasteland on the outskirts of town. The sandy waves
are "surfed" by the noisy MOTORCYCLES. The jumping
spiders keep after them, leaping a dozen feet in a single
bound.

A biker is ripped off a motorcycle.     The BIKE CRASHES.

Larry ends up with a jumper on his bike. Another biker
tries to kick it off, managing to knock the critter into
the motorcycle's spokes. The spider gets munched. But
then the courageous biker crashes and is set upon by a
hungry jumper.

Larry continues riding. But a spider lands on his back
and sinks fangs into his spine. Larry yells bloody
murder.

                                                (CONTINUED)

                                                        44.

CONTINUED:

Bret sees Larry go down in a cloud of gore and sand.
Bret is the only human left. A jumper comes after him in
mid-air. Bret does an X-Games style rocket air, kicking
backward with booted legs. He knocks the spider away and
keeps on riding.


EXT. HIGHWAY - DAY

Three familiar trucks cruise down the highway.     This time
they are devoid of any toxic waste cargo.


INT. THIRD TRUCK - HIGHWAY - DAY

Pig Pen stares fixedly at the endless road ahead of him.

                           SELF-HELP TAPE (V.O.)
             I will live every moment of my
             life as if it were my last.

                           PIG PEN
             I will live every moment of my
             life as if it were my last.

Suddenly Bret Hale wheelies across the road. A jumping
spider explodes against the windshield. Spider guts
splatter everywhere. Pig Pen screams as he JAMS on the
BRAKES.


EXT. HIGHWAY - DAY

The TRUCK jack-knifes into a line of telephone poles.
Knocking them over and rolling multiple times before
EXPLODING. Several jumping spiders are caught in the
blast. Bret Hale rides on with several more jumpers
behind.


INT. PALMER HOUSE - MIKE'S ROOM - DAY

The black and white classic: Tarantula, plays over an
old TV and VCR. Mike is at his computer, downloading a
spider encyclopedia into his PDA. A message flashes
across the screen: CONNECTION LOST. Mike picks up the
telephone.

                               MIKE
             Hello?   Hello?

The line is dead.

                                                     45.

EXT. DESERT - DAY

Bret rides into a dead-end canyon with the spiders very
close behind. Bret steers for the mouth of a hillside
mine shaft.


INT HORIZONTAL MINE SHAFT - DAY

Bret speeds inside. He looks over his shoulder to check
for his pursuers, they're gone. Bret looks relieved. He
faces forward as... whack! A support beam knocks him
from his bike. The bike continues on into the tunnel
alone. From the sound of things it travels pretty far
before crashing.

Bret lies on the ground as dust settles onto his face.
He looks up at a support beam which begins to crack.
Bret moves clear just as the ceiling caves in, sealing
him in the mine.


EXT. MAIN STREET (TOWN) - DAY

Several locals put up more signs for missing pets.


INT. DINER/EXT. MAIN STREET (TOWN) - DAY

Harlan is kibitzing with Travis. Pete and Emma console
each other over dessert. Wade sits alone at a table for
two. The attractive WAITRESS on roller-skates give him a
fresh beer.

                        WAITRESS
          The phones went down for some
          reason. Maybe that's why Bret
          didn't call. Did you want to go
          ahead and order?

                        WADE
          Just give me the usual.

                        WAITRESS
          One ostrich steak, comin' up.

Wade reacts glumly to the word "ostrich."


INT. MUSEUM - KITCHEN - DAY

Gladys smokes as she puts together the fixings for a
large meal. She has a cookbook out. Pots and pans.
Chris enters. Gladys quickly drops her cigarette in the
disposal.

                                            (CONTINUED)

                                                       46.

CONTINUED:

                           GLADYS
             What are you doing home?

                           CHRIS
             Need some rat traps.

                           GLADYS
             Try the basement.

                           CHRIS
             What is all this?

                           GLADYS
             I wanted to surprise you with a
             special dinner. Turkey De La
             Gladys.

                           CHRIS
             I'll have mine without Nicotine.

                           GLADYS
             Not as good that way.

Chris goes through a nearby door to the basement.


INT. MUSEUM - BASEMENT - DAY

Chris comes downstairs. He rummages through some junk.
comes up with several rat traps. He turns around to
discover an odd hole in the wall. He ventures over for a
look.

                           CHRIS
             Rats...

Chris leans into the hole, his jacket restricts his
entry.

Chris pulls out of the hole, standing to reveal a large
male tarantula on his back. Chris is oblivious as he
takes off his jacket. The coat lands in a heap atop the
spider.

Chris gets back down and places one of the rat traps in
the hole. He doesn't notice the jacket moving behind
him.

Chris backs out of the hole. He picks up his jacket.
The spider is gone. He grabs his traps and heads
upstairs.

                                                       47.

INT. MUSEUM - DAY

Chris passes through the kitchen.    He eyes Gladys warily.

                        CHRIS
          Have you been smoking?

                        GLADYS
          No.

Smoke pours out of her nostrils.

                        CHRIS
          Gladys...

                        GLADYS
          Get back to work. I'll see you
          tonight.

Chris starts out.

                        GLADYS
          Sam called for you.

Chris hesitates.

                        GLADYS
          She wants you to come by the
          station.

                        CHRIS
          She really has it in for me.

                        GLADYS
          Oh please.

                        CHRIS
          What?

                        GLADYS
          You two should just sleep together
          and get it over with.

                        CHRIS
          Me and Sam... Hook up...

                         GLADYS
          I may be older than electricity,
          but I used to be a nice-looking
          piece of tail.

                        CHRIS
          Too much information.

                                             (CONTINUED)

                                                          48.

CONTINUED:

                           GLADYS
             I'm not kidding. I got more
             action than those chicks on VIP.
             So when I tell you Sam thinks your
             butt is U.S.D.A. choice...

                           CHRIS
             This is where I throw up.

                           GLADYS
             Don't tell me you don't think
             she's a fox.

Chris mulls this over.   Testing his own feelings. He
opens his mouth to ask another question. And then heads
out.

                           GLADYS
             See you for dinner.

Gladys doesn't notice the basement DOOR CREAK open
slightly.


INT. POLICE STATION - DAY

Sam is on the phone at her desk.

                           SAM
             Nothing yet. I'm sorry.     We're
             still trying to get...

Chris enters.

                           SAM
             Let me call you back.
                    (hangs up)
             This has been one crazy day.
             We've got missing pets, dead
             ostriches. God only knows what's
             next.

                           CHRIS
             I'm sorry about yesterday. Wade
             is... He knows how to push my
             buttons.

                           SAM
             I wanted to ask you...

                           CHRIS
             On a date?

Sam freezes for a second.     Chris laughs.

                                                 (CONTINUED)

                                                           49.

CONTINUED:

                            CHRIS
             I'm kidding.   What did you want to
             ask?

                           SAM
             Have you noticed anything strange
             in the mines?

                           CHRIS
             Define strange.

                           SAM
             I had spiders in my house. Hector
             had roaches in his basement. Some
             mice...

                           CHRIS
             How about stampeding rats?

                           SAM
             Were they running away from
             something?

                           CHRIS
             Could have been. Never saw them
             do that before. I guess it
             qualifies as strange.

Sam thinks this over.

                           CHRIS
             Sam... Do you want to go out
             sometime?

                           SAM
                    (taken aback)
             Are you asking me out on a date?

                           CHRIS
             Only if you're going to say yes.

Sam smiles slightly.


INT. MUSEUM - KITCHEN - DAY

The basement door is wide open. Gladys mixes food in a
bowl. A cigarette with a massive ash hangs off her lip.

A male tarantula moves across the ceiling. The creature
is the size of a pit bull. Two quivering palps flank
dart-sized fangs. Multiple eyes the size of quarters.
Hair all over.

                                                 (CONTINUED)

                                                        50.

CONTINUED:

Gladys is oblivious to the ominous threat above her. As
she works, the spider shadows her. Every time the spider
is about to strike, she goes another direction to get
spices, utensils, a pan.

Gladys places her bowl on the stove. Suddenly the
tarantula drops onto the stove right in front of her.
Gladys shrieks. The tarantula lashes out at her. Gladys
grabs a frying pan and smashes it across the face as she
stumbles backward. The spider reels, striking the burner
knobs, turning on the gas.

Gladys registers the sound of ESCAPING GAS. She looks
back toward the fuse box and makes a run for it. As she
goes, the tarantula fires a webline at her.

Gladys gets the fuse off the top of the fuse box, but the
webline prevents her from slotting it home.

Gladys strains with all    her might, finally slots the
fuse. She turns toward     the kitchen just in time to see
the broken burner spark    to life. The gas ignites. The
tarantula is engulfed in    flame.

Gladys is knocked down by the blast. She lies on her
back when a second male tarantula nails her with a
webline. Gladys screams as she's dragged across the
floor toward the basement door.

The fire grows more intense, spreading quickly.


INT. POLICE STATION - DAY

                           CHRIS
             So that's a 'No.'

                           SAM
             My kids are the world to me,
             Chris. When their dad left... it
             really took a toll. On all of us.
             I can't go through that again. I
             won't.

                           CHRIS
             No... I understand... I don't know
             what I was thinking...
                    (laughs)
             Gladys has some crazy ideas. I'm
             gonna kill her.

Deputy Pete throws open the door.

                                              (CONTINUED)

                                                           51.

CONTINUED:

                           PETE
             The museum's on fire!

OFF Chris's look.


EXT. BURNING MUSEUM - DAY

The museum burns. The volunteer fire department attacks
the conflagration. All the locals are there to help.

Sam's COP CAR SKIDS to a stop. Chris leaps out. Stares
at the fire for a beat. And then he charges toward the
inferno. Sam tackles him from behind. Pinning him to
the ground.

                            CHRIS
             No!   Let me go! Gladys!   Let me
             go!

The museum collapses.     Chris watches it burn to the
ground.


EXT. MUSEUM - DAY (LATER)

The fire is out. The once-proud building is now a
smoldering pile of rubble. Locals stand in small groups.

Chris wanders through the ruins as    firemen mop up. He
picks something out of the char.     The map of the mines.
Almost completely burned. Soaked     with water. He stares
at it for a heavy beat. All that     remains of his legacy.
Sam steps up.

                           SAM
             Maybe she got out.

Sam puts a comforting hand on his shoulder.

                            CHRIS
                     (devastated)
             She was cooking. The stove was
             broken.

                           SAM
             Why don't you come home with me?
             We'll get you cleaned up.

Chris hesitates for a moment. And then he lets the map
fall. He walks out of the ruins with Sam.

                                                 (CONTINUED)

                                                            52.

CONTINUED:

Mike stands off to the side. He spots something near the
edge of the ruins. He goes over to pick it up. It's a
piece of arachnid exoskeleton. A spider's leg. Big.
Very big. Travis the fire chief warns him away.

                           TRAVIS
             Get away from there, Mike!

Mike hurries clear with his prize. He puts it on the
ground, sketches the outline of a spider to fit the scale
of the leg.

                             MIKE
             Holy God...

Mike looks around for his mom.         He sees her driving off
in the cop car with Chris.

                             MIKE
             Mom!   Wait!


EXT. PALMER HOUSE - DUSK

The sun hangs low in the sky.         Sam's cop car parks beside
Bret's monster truck.


INT. PALMER HOUSE - DAY

Ashley watches TV. A doctor resuscitates a dying patient
with CPR. The doctor counts as he pumps the man's chest.

                           TV DOCTOR (V.O.)
             One... two... three...

Ashley watches intently.       The patient is revived.

                           TV DOCTOR (V.O.)
             Helping people never gets old.

Ashley hears KEYS in the front DOOR. She quickly
switches channels to MTV. Sam enters with Chris.

                             SAM
             Is Bret here?

                             ASHLEY
             No.

                           SAM
             Then why is his truck out front?

                                                  (CONTINUED)

                                                             53.

CONTINUED:

                           ASHLEY
             Don't worry about it.

                           SAM
             What do you mean?     What happened?

                            ASHLEY
             Nothing.

Ashley starts crying. Sam goes to comfort her daughter.
Chris stands by in shock. Watching, Upset.

                           ASHLEY
             Nothing happened, alright!

Ashley runs off to her room.       Sam follows.

Chris stands alone for a beat. He walks to the kitchen
and pulls a bottle of Vodka from the freezer. He puts
the cold bottle against his head and neck. Trying to
cool off.

Mike bursts into the house carrying his piece of
exoskeleton. He sees Chris opening the bottle of vodka.

                           MIKE
             Spiders shed their skins when they
             grow.

Chris looks at Mike for a moment.

                            MIKE
             Like snakes.

                           CHRIS
             Gladys is dead.

Chris drinks vodka straight from the bottle.

                            MIKE
             Maybe not.

That got Chris's attention.

                           MIKE
             This is a tarantula's leg. Or it
             was. It's an exoskeleton, to be
             scientific.

                           CHRIS
             It's a little large.

                                                    (CONTINUED)

                                                             54.

CONTINUED:

Chris has another gulp of vodka as Mike holds up his
Cassiopeia full of spider data. He shows Chris a video
of a male tarantula mummifying its food. Chris watches
in amazement.

                           MIKE
             See! Male tarantulas wrap their
             prey in webbing. Tight like a
             mummy. The food stays alive so
             they can eat it later.

Sam enters the room in time to overhear this.

                             SAM
             Mike, please.    Now isn't the time.

Chris looks up at Sam.

                           CHRIS
             They keep their food alive.

Mike hands his mother the new piece of exoskeleton.

                             SAM
             What is this?

                           MIKE
             A spider's leg!

Sam flinches, dropping the object to the floor.

                             MIKE
             Careful!

                           SAM
             No. That's a piece of cactus.
             Look... It's covered with spines.

                           MIKE
             Those are quills! Tarantulas can
             flick them at you like darts!

Mike does an odd flicking motion.       Kind of like a dog
scratching a flea.

                           SAM
             Giant tarantulas?

                           MIKE
             Tarantulas! Wolfs! Trapdoors!
             Joshua had a ton of exotics!

                                                 (CONTINUED)

                                                           55.

CONTINUED:

                           CHRIS
             If there were giant spiders
             roaming the desert, don't you
             think somebody would've seen them
             by now?

                           MIKE
             The jumpers hunt in daylight. But
             not the others. They only come
             out when the sun goes down!

The group looks to the window, the sun hangs low in the
sky.


EXT. TOWN - DUSK

Prosperity is bathed in sunset. The mine shaft entrances
are clearly visible. Like black holes of malevolent
promise.


INT. PALMER HOUSE - GARAGE - DAY

The garage is cluttered. Old station wagon. Bikes.
Skis. Sam leads Chris to a bag full of her ex-husband's
clothes.

                           SAM
             I guess I should watch more
             'Oprah.' It must be a textbook
             'no-dad' kind of thing.

Chris shifts awkwardly.     In shock.   Sad.   Sam holds up a
flannel shirt.

                           CHRIS
             That one looks kind of scratchy.

Sam holds up a shirt that Chris approves of. He takes it
and proceeds to take off his old soot-stained shirt.

                           SAM
             All Jason cared about was getting
             out and starting over. I guess
             that included buying a new
             wardrobe.

Sam turns to pass Chris a pair of Levis. He's buttoning
up the new shirt. Chris takes the pants. He doesn't
register Sam ogling his exposed chest.

                                                 (CONTINUED)

                                                          56.

CONTINUED:

                           CHRIS
             Gladys thought I should sell...
             but you know... I never wanted to
             get rich. If it was about the
             money, I would have sold out to
             Wade a long time ago.

Chris moves behind the car and takes off his pants.

                           CHRIS
             I think I just wanted to prove the
             gold was down there. That my
             family wasn't crazy to keep
             looking. Even after we'd lost so
             much. And now... she's gone, too.

                           SAM
             I'm sorry, Chris.

                           CHRIS
             Do you know what I'm trying to
             say?

                           SAM
             It wasn't about spending the gold,
             it was about finding it.

                             CHRIS
             That's right.    That's exactly
             right.

Sam glimpses Chris through car windows. The poor guy's
struggling to pull on some 501s. Sam turns away, but
catches sight of him in a propped-up glass door.

                           CHRIS
             Remind me never to let you do my
             laundry.

She turns, only to see him in a mirror. He steps out
from behind the car. Sam stares at him.

                           SAM
             They look great.


INT. ASHLEY'S ROOM - SUNSET

A melancholy N'SYNC ballad plays over a BOOM BOX. Ashley
sits on her bed with her back to the open window. The
sun setting in the distance. She rips up the photographs
of Bret.

                                                 (CONTINUED)

                                                       57.

CONTINUED:

Ashley doesn't notice the Great Dane-sized spitting
spider crawling in through her window. It is striped
like a jungle predator.

It comes all the way into the room and then lingers among
Ashley's stuffed animal collection.


INT. MIKE'S ROOM - DUSK

Mike checks the phone. Still dead. He types at his
computer, entering the specification of the piece of
exoskeleton. A digital representation of a spider grows
on his monitor screen. Showing Mike exactly how big the
spider would be after shedding this skin. Mike is
distracted by the LOUD MUSIC coming from Ashley's room.

                           MIKE
             Can't you turn that down?!


INT. ASHLEY'S ROOM - DUSK

                           MIKE (O.S.)
             I'm doing spider research!

Ashley stops ripping. She goes to the pile of animals,
oblivious to the spider. The beast doesn't move. Ashley
grabs a pink teddy bear with a heart on its belly. She
returns to bed and cuts the bear's heart out with
scissors.

The spitting spider sneaks up behind Ashley. As it
moves, so does Ashley. She scoops up the torn photos and
mutilated bear, dumping them in the trash. She turns
around to find the giant spider on her bed. She freezes
momentarily.

                            ASHLEY
                    (sotto)
             Spider... Mike... Spider...

Ashley sees her stun gun is on   the dresser. She lunges
for it. She's almost got it.     The spider squirts two
lines of gummy web at Ashley.    The glop hits her int he
chest, carries her backward.    Glues her to the wall.


INT. GARAGE - NIGHT

Chris finishes   dressing. He faces Sam. There is an odd
moment as they   find themselves standing close. If the
circumstances   were different they'd probably end up
kissing. And    then they hear ASHLEY'S bloodcurdling
SCREAM.

                                                     58.

INT. HALLWAY - NIGHT

Mike pops out of his door. Sam and Chris run down the
hallway. Sam yanks open the door to Ashley's room.


INT. ASHLEY'S ROOM - NIGHT

Sam, Chris and Mike stand in the doorway staring at a
giant spider menacing Ashley. The spitter fires another
webby blast, sticking the girl's legs to the wall.

                         MIKE
          Wow!   A scytodes spitter!

Chris pushes past Sam and Mike. He grabs a chair and
shoves it at the spitter like a lion tamer. The spider
backs off. Sam takes off running down the hallway.

                        ASHLEY
          Where are you going?


INT. SAM'S BEDROOM - NIGHT

Sam runs up to find a gun case. She tries to get a
shotgun, but finds it locked. She doesn't have the key.
Sam grabs objects in the room and smashes the gun rack to
pieces.


INT. ASHLEY'S ROOM - NIGHT

Chris has the chair in one hand to fend off the spider.
With the other hand he tries to get Ashley out of the
webbing. Mike stands nearby reading from his Cassiopeia.

                        MIKE
          The scytodes spits a gooey
          discharge to immobilize their
          prey.

                         ASHLEY
          No shit!

The spider hits Chris's chair with a blast of webbing.
The chair is blown from his hand, and stuck to the wall.
Chris stands weaponless before the spider.

                        ASHLEY
          Use my stun g...

Ashley is nailed in the face with another blast of goo.
Mouth sealed shut. Chris reaches under the bed and
pushes it over on to the spitter. The spider leaps clear
onto the wall.

                                           (CONTINUED)

                                                       59.

CONTINUED:

                            MIKE
                    (reads)
             Watch its fangs! The spitter's
             fangs move from side to side as it
             fires!

                           CHRIS
             I'll keep that in mind.

Chris grabs the spitter from behind and drags it off the
wall. The spider turns to fight. Chris wrestles it to
the ground. He sees the fangs begin to move from side to
side and rolls clear of a point-blank web shot.


INT. SAM'S BEDROOM - NIGHT

Sam takes a purposeful step back and launches a spinning
roundhouse kick that snaps the shotgun out of its
binding. She grabs the bang stick and runs from the
room.


INT. ASHLEY'S ROOM - NIGHT

Chris puts himself between Ashley and the spider. He
looks for a weapon. Lunges for the scissors, but the
spitter nails him with a blast of glue. Chris is flung
across the room and stuck to the wall by the sleeve of
his shirt. He shrugs out of it and makes another grab
for his scissors. He gets them.

                           MIKE
             Get under it! Stab it in the
             abdomen! They don't have any
             armor down there!

                           CHRIS
             How am I supposed to do that!?

The spider leaps at Chris... and EXPLODES in midair.
Bits of gore shower Chris. He stands to see Sam in the
door with her shotgun. Chris is covered in spider guts.

                           CHRIS
             I'm gonna need some new pants.


INT. LIVING ROOM - NIGHT

Sam finishes loading new shells into her shotgun and then
pops a fresh clip into her 9mm. Chris comes out of the
garage wearing clean clothes. Sam chucks him the pistol.

                                              (CONTINUED)

                                                             60.

CONTINUED:

                           SAM
             Ever used one of these?

                           CHRIS
             I'm a fast learner.

Chris tries to put the gun in his pocket. And then his
waistband. But these damn pants are too tight.

Ashley uses scissors to cut web out of her hair.

                           MIKE
             I told you! I told you all!     But
             nobody ever listens to Mike!
             Still think I'm crazy, Mom?

                           SAM
             I'm sorry I didn't believe you.

Ashley is about to hyperventilate.

                           SAM
             Calm down, baby.

                           ASHLEY
             There aren't enough wine coolers
             in the world to calm me down!

                           SAM
             I won't let anything happen to
             you.

Sam ka-chacks a fresh round into her shotgun.

                           CHRIS
             What other spiders did Joshua
             have?

                           MIKE
             Spitters, jumpers, orb weavers,
             tarantulas...

                           CHRIS
             Why couldn't he keep goldfish like
             a normal person?

Sam checks the phone.     It's dead.

                           SAM
             We need to warn people.

                           CHRIS
             How about the radio station?

                                                   (CONTINUED)

                                                                61.

CONTINUED:

                             SAM
             Good one.    We'll go to Harlan's.

                             ASHLEY
             Outside?    You want to go outside?


EXT. RESIDENTIAL STREET - PALMER HOUSE- NIGHT

Chris and Sam open the front door of the house.          Sam
looks one way. Chris the other.

No giant spiders lurking about. Chris and Sam continue
onto the lawn. Mike and Ashley watch from the safety of
the doorway. They listen to the comforting SOUNDS OF a
SUMMER NIGHT.

                             SAM
             It's okay...

Mike and Ashley move out of the doorway.          Joining the
adults. They move toward the cop car.


EXT. STREETS (TOWN) - NIGHT

The cop car cruises. The occupants peer out the windows.
Everything appears normal. Although no people are
visible.


EXT. HARLAN'S TRAILER - NIGHT

Sam, Chris, and the kids move away from the cop car to
the door. They are at the far end of town. All appears
to be normal.


INT. HARLAN'S TRAILER - NIGHT

Harlan is broadcasting.

                           HARLAN
             ... I'm saying the invasion has
             already occurred. The aliens are
             among us. But they've taken
             common forms. They hide in plain
             sight.

Harlan is startled as Sam and the others enter with guns.

                           SAM
             We need to make an emergency
             broadcast.

                                                   (CONTINUED)

                                                        62.

CONTINUED:

                              HARLAN
             What happened?

                           MIKE
             Giant spider invasion.

Harlan's jaw drops.    Sam takes the microphone.

                           CHRIS
             What are you going to say?   You
             can't tell them the truth.

                           SAM
                    (into microphone)
             Is this thing on? Hello? This is
             Sam Palmer. We have an emergency
             situation.


EXT. STREET (TOWN) - NIGHT

                           SAM (V.O.)
             A pack of rabid coyotes is loose
             in town.

Wolf spiders crawl across rooftops. Spitters scale
buildings Tarantulas lurk in the shadows. Jumpers
scuttle out of the mineshafts. Trapdoors prepare their
burrows.


INT. HOUSE - LIVING ROOM - NIGHT

This funky old couple relaxes in their LaZee-Boys.

                           SAM (V.O.)
             They are extremely dangerous.

The forelegs of a tarantula reach over the top of the
man's recliner, yanking him clean out. The woman is
oblivious as her husband is dragged away across the
floor.


EXT. HANK AND EMMA'S HOME - NIGHT

Emma bursts out of the front door, screaming
hysterically. Hank is behind her with the SawzAll. A
wolf spider crawls after them from inside the house.

                           SAM (V.O.)
             Arm yourselves with any weapons
             you can find.

Hank raises the saw, overextending the power cable.   He
loses power. Drops the saw and runs for his life.

                                                        63.

INT. BARBERSHOP - NIGHT

Floyd and Leroy use brooms to fend off several wolf
spiders.

                        SAM (V.O.)
          Stay together and head for the
          mall.


INT. DINER - NIGHT

A spider eats the chef. The waitress roller-skates away
from an arachnid. She jumps through the window into the
street.


EXT. HOUSE - NIGHT

A family piles into their mini-van. Oblivious to the
jumper hiding in the "way back." They close the door and
drive off.


INT. HARLAN'S TRAILER - NIGHT

Harlan has donned a vintage football helmet and pads.

                          CHRIS
          The mall?

                        SAM
          The walls are concrete and the
          exits have steel gates. We could
          hold an entire army of giant
          spiders from inside.

                        ASHLEY
          You just said giant spider on the
          air.

Sam sees the microphone is keyed.

                        HARLAN
          Now that's great radio!

                        SAM
          Not giant spiders!      I meant to
          say...

Harlan notices long spider legs passing the window.

                          HARLAN
          The aliens!

                                                       64.

EXT. HARLAN'S TRAILER - NIGHT

Sam and the    others spill out of the trailer. They head
for the cop    car. As they get closer, a wolf spider
climbs onto    the car's roof and gnaws on the light bar.
Sam raises    her gun to blast it.

                        MIKE
          Wait, Mom! The noise will attract
          more of them!

                        CHRIS
          Let's try for the mall.

Sam leads the others toward town.


EXT. MAIN STREET - NIGHT

Chris and Sam hang onto the panicked kids. Harlan brings
up the rear. The place is chaos. People are chased by
spiders. Dragged by spiders. Killed by spiders. Eaten
by spiders.

                        CHRIS
          My truck's at the museum.

                           SAM
          Your keys?

                        CHRIS
          In my other pants.

                           MIKE
          Look out!

The group flees a trio of goo-firing spitters.    Suddenly
a familiar mini-van races past.

                          HARLAN
          Stop!    Take us with you!

Harlan tries to flag down the speeding ride but sees...

The van's occupants are locked in combat with a jumper.
The beast is inside their vehicle and tearing them to
pieces. The van crashes.


EXT. POWER LINES (MAIN STREET, TOWN) - NIGHT

A group of orb weavers scurry across power lines. They
hit a transformer, shorting it out. The entire town is
suddenly plunged into darkness. Headlights. GUNFIRE.
Moonlight. Spotty illumination for the arachnids'
feeding frenzy.

                                                          65.

EXT. ALLEY (TOWN) - NIGHT

A dumpster. The lid rises slightly. Wade Hale peers out
from within. He lifts the lid higher, oblivious to the
wolf spider on top of it. The spider reaches down at
him.

                            WADE
          No!     Please!

The spider is suddenly BLOWN AWAY by Sam and Chris.      Wade
climbs out of the dumpster.

                            WADE
          Thank you!

Chris and Sam move on with the kids. Wade runs after
them. Mike looks at garbage-covered Wade.

                            MIKE
          You stink.

                        WADE
                 (to Ashley)
          Have you seen Bret?

                        ASHLEY
          He was out at the dunes.

                          SAM
          Go ahead.    I've got your butt.

                            CHRIS
          What?

                          SAM
          Your back!    I've got your back!

Chris gives Sam a funny look.       Maybe Gladys was right...


EXT. MAIN STREET - NIGHT

Sam leads her group down toward the mall. Other groups
of survivors do likewise. As they get closer to the mall
the groups coalesce into one large pack. We recognize
Deputy Pete. Fireman Travis. The roller-skating
waitress. Floyd. Leroy. Hank. Emma. And many other
locals.


EXT. DESERT (NEAR MALL) - NIGHT

Sam and Chris are at the front of the mob with their
kids.

                                                (CONTINUED)

                                                            66.

CONTINUED:

Suddenly a trapdoor spider pops out of the ground. It
grabs Travis the fire chief, and pulls him under, quickly
replacing the roof of its den. TRAVIS SCREAMS
underground.

                             MIKE
             Trapdoors!    They're all around us!

                           SAM
             How can we spot them?

Mike consults his Cassiopeia.

                           MIKE
             I didn't download that part!

                             ASHLEY
             You dork!

The group wheels at the MUFFLED SOUNDS. They see
nothing. They hear another MUFFLED SCREAM, and the top
of the spider's den pops up. Travis drags himself out of
it.

                           TRAVIS
             Help... me... please...

He is dragged back underground.

The group continues toward the mall entrance. Suddenly a
gun-toting hunter is grabbed by a trapdoor. He goes
cyclic, madly FIRING his GUN into the air as he's dragged
under.

More beasts rise out of their dens.       Reaching for the
humans.

                             CHRIS
             Keep going!

Chris and the others flee toward the mall.          Some of them
SHOOT at the spiders as they run.

Leroy is grabbed by a trapdoor. Floyd tries to help but
the spider plunges its fangs into poor Leroy, dragging
him under.

The group clears the trapdoor minefield. But some of the
spiders have vacated their dens and are coming after
them.

                                                       67.

EXT. MALL ENTRANCE - NIGHT

Chris and Sam and the kids lead just fifteen other
survivors to the glass doors. The doors are locked.
Wade pulls out a ring of fifty keys and fumbles with them
desperately.

                        ASHLEY
          There's someone inside!

The group sees Norman the dope dealer janitor approaching
out of the gloom. He's staring at them all curiously.

                          NORMAN
          We're closed.

Sam points her gun at him.   Norman raise his hands in
shock.

                        NORMAN
          Wait! I have a prescription!
          It's for my glaucoma!

                        SAM
          Open this goddamn door!

                          NORMAN
          Yes, ma'am.

Norman unlocks the door and lets the group in.


INT. MALL - NIGHT

The survivors hustle inside. They lock the glass doors
behind them. The spiders are still coming.

                        MIKE
          Get away from the doors!

                        NORMAN
          Be cool, little dude.     They're
          locked.

                        MIKE
          Glass won't stop them!

The spiders begin smashing through the glass doors.
Chris and Sam SHOOT to keep them back. People flee into
the mall.

                          SAM
          The gates!    Close the gates!

                                              (CONTINUED)

                                                        68.

CONTINUED:

Wade and Norman proceed to lower the slotted steel
security gates. Only problem is: Sam and Chris are on
the other side.

                           ASHLEY
             Mom!

                           MIKE
             Hurry up!

Sam and Chris see the gate coming down. They run for it
and slide underneath just as the gate comes down. A
massive trapdoor slams up against the metal. But the
metal holds.

                           SAM
             Shut the other entrances!

Norman and Chris run toward the opposite end of the mall.


INT. MALL - SOUTH ENTRANCE - NIGHT

Chris and Norman arrive. Spiders are SMASHING through
the GLASS. Chris and Norman bring the gate down. They
back away as more spiders slam against the steel.

                           NORMAN
             Trick or treat.

Chris and Norman head back to join the others.   They
find...


INT. HOME AND GARDEN STORE (MALL) - NIGHT

The survivors gather makeshift weapons. Floyd take a
chainsaw off the wall. Norman practices swinging a heavy
sledgehammer, accidentally toppling a stack of paint
cans. Hank stands before a display of circular buzz
saws.

Chris goes to where Sam doles out the few firearms.

                           CHRIS
             We're sealed up at both ends.

Sam hands Chris a shotgun.    He tries to get the feel of
it.

                           SAM
             You pump the slide to jack in a
             fresh round. Point at your target
             and squeeze.

                                             (CONTINUED)

                                                          69.

CONTINUED:

Chris tries it out, pumping the slide. A shell flies out
the slide of the weapon and hits Wade in the head.

                           WADE
             Watch it!

                           CHRIS
             Like that?

Sam shakes her head and takes the gun back.       She pulls a
machete off the wall and hands it to Chris.

                           SAM
             Try not to cut yourself.


INT. MALL - NIGHT

The place has the feeling of a fortress under a siege.
Separate groups of townspeople are stationed at the
entrances to watch the spiders' every move.


INT. MALL - NORTH ENTRANCE - NIGHT

                           WADE
             Why didn't we see them earlier?

                           MIKE
             For the last time! They can't
             handle the sunlight. They were
             waiting in the mines for the sun
             to go down!

                           CHRIS
             Then at daybreak they'll go back
             inside. We can walk out the front
             door.

                           MIKE
             We won't make it that long.

                           ASHLEY
             They're gonna come in after us?

                           MIKE
             They're growing very fast. They
             need food to sustain that kind of
             development.

                           HANK
             Someone should go out and get
             help.

                                                 (CONTINUED)

                                                           70.

CONTINUED:

                             EMMA
             You go, Sam.

                             SAM
             Me?

                           WADE
             You're the sheriff.

                           SAM
             I don't have that many handcuffs.

                           PETE
             What about the police radio?

                           SAM
             You're not goin' back out there,
             Pete. None of us are.

                           CHRIS
             Radio Shack is full of cell
             phones.

                           WADE
             But the signal won't get out of
             the valley. That's why we
             couldn't sell any of the damn
             things.

                             HARLAN
             My antenna...

The group looks up. The moon-cast shadow of the antenna
is visible on the skylights that run the length of the
mall.

                           HARLAN
             I could climb up to the top. I
             bet I could get a signal out.

                             WADE
             Great idea.    You should do that.

                           CHRIS
             I'll cover you, Harlan.


INT. MALL - NIGHT

Wade leads Chris and Harlan toward an access door. Sam
stands with her kids. Watching. Chris looks over his
shoulder for one last look. Sam runs up to him, gives
him the shotgun.

                                                  (CONTINUED)

                                                          71.

CONTINUED:

                           SAM
             Are you sure you can handle this?

                           CHRIS
                    (re: pants)
             While I'm gone, do you think you
             could find me a size 32?

                           SAM
             I'll do my best.
                    (a beat)
             Uhh... Do you want to go out
             sometime?  Dinner? Maybe a movie?

Chris takes her in his arms and plants a kiss on her
lips.

Wade holds open the nearby access door.

                           WADE
             Hey, loverboy... you've got a town
             to save.

Chris and Harlan head out. Sam watches them disappear
through the door and then returns to the survivors.

                           ASHLEY
             You're not really going to get him
             bigger pants are you?

                           SAM
             No way.


INT. MALL - ACCESS STAIRS - NIGHT

Wade leads Chris and Harlan up a tight staircase. The
door at the top is identified as "Roof Access." Wade
reaches the door. The others bunch up behind him.

                           CHRIS
             Don't even think about locking
             this door.

                           WADE
             I'll be right here waiting.

Wade slowly opens the roof door.


EXT. MALL - ROOF - NIGHT

Chris and Harlan step onto the roof with their gear.       No
sign of any spiders.

                                                 (CONTINUED)

                                                          72.

CONTINUED:

Wade closes the door behind them and locks it.       Chris and
Harlan aren't happy to hear that LOCK TURN.

They sneak across the roof toward the base of the
antenna.

                           CHRIS
             It looks clear.

Harlan starts climbing. Chris stands guard at the
bottom. Neither of them sees the horde of spiders
climbing up the side of the building toward the roof.


INT. VICTORIA'S SECRET - MALL - NIGHT

Mike collects perfume. Packing it into his pockets like
grenades. Ashley is nearby, checking out the lingerie.

                           ASHLEY
             I didn't know you wore cologne.

                            MIKE
             I don't.   It's spider repellent.

Sam steps in through the door.

                           SAM
             Let's stay together, guys.

                           ASHLEY
                    (holds up a teddy)
             Can I get this?

                            SAM
             Move it!

The kids run out to join their mom.       After they go...

The grill of an air vent is pushed open. A huge spitting
spider pushes its way through. Dropping to the floor.
Another spider follows.


EXT. MALL - ROOF - ANTENNA - NIGHT

Harlan is high up on the antenna. He has a cell phone in
hand. It still indicates: "NO SERVICE." He keeps
climbing.


EXT. MALL - ROOF - NIGHT

Chris sees spiders flood onto the roof.

                                                 (CONTINUED)

                                                           73.

CONTINUED:

                           CHRIS
             We've got company!

He tries to COCK the SHOTGUN.        Ejecting a shell out the
side.

                           CHRIS
             This always looks so easy on TV!

Chris gets it figured out just in time to BLAST an
attacking spider. He fades back toward the antenna.
SHOOTING.


EXT. MALL - ROOF - ANTENNA - NIGHT

Harlan checks the phone.

                           HARLAN
             I've got a signal!

He dials 911.


EXT. MALL - ROOF - NIGHT

Chris is surrounded by spiders.        He starts climbing up
the antenna.

                           CHRIS
             They're coming!


EXT. MALL - ROOF - ANTENNA - NIGHT

Harlan is on the phone.       He hears...

                              OPERATOR (V.O.)
             911 Emergency.

                           HARLAN
             I'm calling from Prosperity
             Nevada! We're being attacked by
             giant spiders! The entire town
             has been overrun!

Chris yells up to him.

                            CHRIS
             No!   Don't say that!

                           OPERATOR (V.O.)
             This is Emergency Services. Not
             dial-a-joke.

                                                 (CONTINUED)

                                                             74.

CONTINUED:

CLICK. The LINE GOES DEAD. Chris climbs up beside him.
He FIRES several BLASTS at the approaching spiders.

                              CHRIS
             What happened?

                           HARLAN
             They didn't believe me!

                              CHRIS
             What a shock!     Try again!

The spiders are closing in as Harlan re-dials.

                              OPERATOR (V.O.)
             911 Emergency.

                           HARLAN
             There was a massive explosion!
             Everybody's dead!

                           OPERATOR (V.O.)
             Sir, your number has been flagged
             as a source of a crank call. I'm
             afraid I must terminate this
             conversation.

CLICK.

                           HARLAN
             She hung up on me!

                              CHRIS
             Climb!

Chris FIRES