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ALL SCRIPTS





   "Mimic", production draft, revised by Matt Greenberg & Guillermo del Toro



   







                            M i M i C

                            a revision
                                by

                          Matt Greenberg
                               and
                        Guillermo del Toro




                                                     June 19th 1996







     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS.
     THEY HAVE BEEN REMOVED FOR THIS SOFT COPY.




                                                           FADE IN:

     THE SCREEN

     Stygean darkness.

     Wet CLICKING SOUNDS. A BEAM of purplish ULTRA-VIOLET LIGHT
     reveals a mosaic of moving forms... COCKROACHES. They skitter
     restlessly under the beam's intensity. SERIES OF SHOTS -- the
     UV Beam passing over various parts of the space. Pipe webs,
     walls, girders -- all covered with the insects. Thousands of
     them.

     PULL BACK TO REVEAL

     INT. SEWER SYSTEM

     Innards of steel. A vast maze of tunnels.

     A GROUP OF FIGURES advances through the tunnels with handheld
     UV lamps.

     The figures are dressed in gray air-tight NEOPRENE SUITS,
     their faces hidden by skin tight MASKS and bug-like NIGHT
     VISION GOGGLES. In the dense silence, respirator valves HISS-
     CLICK at the corner of their lips in mechanical rhythm.

     The scene has a dream-like, choreographed quality.

     NIGHT-VISION POV

     Eerie, aquatic green.  The horde of insects appear to be some
     kind of sea-life, crawling over the floor of a dead ocean.

     THE TEAM OF FIGURES

     From their midst appears another FIGURE, its neoprene suit a
     flat WHITE.  Female, clearly the TEAM LEADER.

     She carries a stainless steel CONTAINER filled with twenty
     small compartments, each bearing a large, heavy-shelled roach
     with a different BARCODE on their back.

     JUDAS ROACHES.

     She kneels and opens the

     CASE

     TCHK!! A dozen of the Judas roaches are released.  They slide
     through into the area.

     THE NEARBY ROACHES

     react instantaneously.  In a rustle of tiny legs, they begin
     to stream toward the Judases.

     Jostle and fight each other for position to mate with them.

     They even crawl over the Team Leader in an effort to reach
     the Judases.  The Team Leader makes no effort to brush them
     off.  Patient, almost godlike, she watches the MATING.

     LATER

     A MANHOLE has been opened above. CHAINS are dropped down and
     attached by a Team Member to A 100-GALLON DISPOSAL DRUM.

     REVEAL the floor of the tunnel, carpeted with the still forms
     of the roaches, now all DEAD.

     The Team Members quietly shovel the tiny corpses into other
     disposal drums.

     At their feet skitter the only survivors of the massacre:
     the bar-coded Judas Roaches.

     In a crunch of machinery, the first disposal drum is lifted
     by the chains through the manhole to

     EXT. A CITY STREET - DAY

     MIDTOWN MANHATTAN.  A cacophony of SOUND and LIGHT.

     Dirty snow drifts over Bryant Park. Emergency lights blink
     everywhere. A wall of cars sits on Sixth Avenue, stopped
     dead. Exhaust fumes hang in the air. Jaded TRAFFIC COPS send
     the cars on crosstown detours.

     Mounted policemen patrol a line of yellow sawhorses near
     dozens of Department of Public Health vehicles, angle-parked
     in a military phalanx.

     A monumental ribcage-like scaffolding has been erected in the
     middle of the street, "sealing" the area with amber plastic.

     Inside, UNIFORMED WORKERS take the disposal drum of roaches
     and toss it into one of a number of huge DUMPSTERS.

     The Team Leader watches from nearby, exhauster.  Her mask is
     off. We see her face: Enthomologist SUSAN WYETH, 28.

     An ARM gently drapes over her shoulder.

                          PETER (OS)
                How we doing?

     She looks over at DR. PETER TYLER, 34, bespectacled.  A
     HEADSET around his neck, a coat emblazoned with the
     DEPARTMENT OF HEALTH logo.  He has the look of a man who's
     just fought a long battle and come out victorious.

                          SUSAN
                We'll see...

     He offers her a bite of a PAY DAY CANDYBAR.  Susan smiles,
     shakes her head.  She wearily leans against him.

     Peter looks out as the dumpster filled with roaches is raised
     by MECHANICAL ARMS into the waiting maw of the dump truck.

     THE SCREEN. DARKNESS.

     A voice, a somber bas-relief in the darkness.

                          ANCHORMAN (VO)
                Strickler's Disease crept into Manhattan
                like a thief in the night, claiming its
                first hundred victims before it was even
                classified.

     INT. HOSPITAL - NIGHT - FLOATING SHOT

     We FLOAT through a long hospital ward.

     Past ROWS of illuminated oxygen tents, pulsating softly in
     the dark like cocoons of light.

                          ANCHORMAN (VO)
                Most were children under ten.

     TRACK past tents.  BODIES OF SMALL CHILDREN inside, wrapped
     in white sheets, hooked up to IVs or breathing apparatus.
     Skeletal hands, parched lips, glazed eyes.

     BELLOWS of respirators push in and out, labored, failing.

     IMAGE RESOLVES TO A VIDEO ON A SCREEN.

     PULL BACK to reveal a number of SCREENS, each with a
     different set of images.  We are in a NEWS VAN.   A
     TECHNICIAN and DIRECTOR sit watching.

     The voice belongs to an ANCHORMAN who's now overimposed.

                          ANCHORMAN
                Only after the numbers had reached into
                the thousands were officials able to
                identify the carrier of the deadly
                infection...

                          DIRECTOR
                Cut to three.

     The Technician manipulates the controls.  On another screen
     we see them cut to STOCK NEWS FOOTAGE: regular cockroaches,
     crawling on garbage.

                          ANCHORMAN
                Blattida Germanica.  The common
                cockroach.

                          DIRECTOR
                     (To a RUNNER)
                Tell them we're ready for a live feed.

     EXT. OUTSIDE VAN - CITY HALL - DUSK

     The runner exits the News Van.  Other such vehicles parked
     nearby.  A CROWD of ONLOOKERS, REPORTERS and a gaggle of
     PROTESTERS with handpainted signs.

     Gliding past them, we pick up sound bites...

                          REPORTER 1
                ...an insect that has proven virtually
                immune to chemical control...

                          REPORTER 2
                ...the announcement by the Health
                Department that an end to the nightmare
                has finally...

     REPORTER 3 is interviewing a Greenpeace PROTESTER who is
     holding up a photograph of Susan.

                          REPORTER 3
                ...an ex-colleague of Doctor Susan
                Wyeth...

                          PROTESTER
                ...Susan has always been opposed to
                biological tampering. A real advocate
                for ecological causes, it's not...

     MOVE past them to further inside of the perimeter...

     INT. AUDITORIUM - CITY HALL

     A NEWS CONFERENCE in progress.  A packed house.  T.V.
     monitors spaced ever 10 seats or so. In the audience, the
     MAYOR OF NEW YORK and various CITY OFFICIALS, listening to

     Peter, speaking at the podium with the ease and enthusiasm of
     a public servant still untainted by bureaucracy.

     ON A TV MONITOR

     While Peter talks, a news title appears at the bottom of the
     screen: PETER TYLER. DEPUTY DIRECTOR, DEPARTMENT OF HEALTH.

                          PETER
                     (wrapping up)
                ...in Nature, evolution is a long,
                leisurely conversation between an
                organism and its environment. We,
                however, did not have the luxury of
                time...

     Susan is waiting in the wings. She observes the audience.

     She notices that the entire front row is composed of CHILDREN
     who have survived Strickler's.  Leg and arm braces, facial
     scarring...

     He nods at Susan, who takes the podium, adjusting her jacket,
     slightly ill at ease in her business suit.  She clears her
     throat, speaks softly.

                          SUSAN
                With the aid of genetic labs throughout
                the country, we recombined cockroach DNA
                with genetic information from termites
                and mantids. We were able to create a
                biological counter-agent.  A new ally, if
                you will...

     She places a clear container on the podium for all to see.

                          SUSAN
                Blattida Traditor.

     CU CONTAINER

     One of the Judas roaches skitters about in the container.

                          SUSAN (OS)
                The "Judas Roach".

     Cameras FLASH.  MURMURS from the audience.

                          SUSAN
                The Judas is a non-carrier of Stricklers,
                with a short life-span and heightened
                pheromone emission.

     On the back row she can see some ecological hand-painted
     signs being raised in silent protest. She stumbles for a
     second, then resumes her speech.

                          SUSAN
                The female is basically a sexual magnet;
                common males travelled miles and fought
                for the right to mate with them.

     The audience is rapt.

                          SUSAN
                When they did, they took away something
                else we added -- a hormone, passed
                through sexual congress that causes their
                metabolism to go into overdrive.  No
                matter what their food intake, they
                starved to death in a matter of hours.

     Now Peter takes the mic.

                          PETER
                We've achieved almost total eradication
                of the roach population.  As of today,
                the disease has been officially
                contained.

     A STANDING OVATION starts and is carried on as we...

                                                            CUT TO:

     INT. TYLER APARTMENT - BATHROOM - SUSAN

     in a tub in a dark bathroom. Her business suit crumpled
     on the bathroom floor.  SOUND of a TV outside.

                          PETER (OS)
                Sus, come on.  You're missing it.

     INT. LIVING ROOM

     Nothing grand.  Peter in his shorts at a TV with shitty
     reception.  He adjusts the disgruntled cable box.

     He is seen over the TV, giving his address.

                          PETER
                Fucking thing! I hope someone's taping
                this.
                     (Out.)
                Susan, come on.  It's really good this
                time. I got most of the lines out.
                     (No response.)
                Sus?

     Peter sighs. He picks up an open bottle of champagne and
     two mis-matched ceramic cups, then heads for the bathroom.

     INT. BATHROOM

                          PETER
                Life's a bitch. Our 15 minutes came
                and went and all we got was bad
                cable...

     Susan doesn't answer, clearly not in the same high spirits.

                          PETER
                Hiding from the hard glare of publicity?

     He notices her crumpled garment on the floor.  He picks it
     up, puts it up on the hanger.

                          PETER
                A shame.  You looked great tonight.

                          SUSAN
                Please.

                          PETER
                You did!

     He sits by the tub.

                          SUSAN
                Do you think we did the right thing?

                          PETER
                Taking a cab instead of hiring a limo?

                          SUSAN
                You know what I mean...

     Peter pours some champagne into the cups.

                          SUSAN
                We did no impact evaluation.  The
                consequences of...

                          PETER
                     (sighs)
                Is this a Catholic guilt thing...?

     We hear a NEWSREADER on the TV.

                          NEWSREADER (TV)
                ...a flawless strategy which has stopped
                a potential epidemic in its tracks...

                          PETER
                You hear that?  Flawless.

                          SUSAN
                We just don't know.

     He offers one cup to Susan.  She doesn't take it.

                          PETER
                We know we saved lives.

     He sits closer to her.

                          PETER
                There're gonna be a lot of kids running
                around next year because of you.

     Beat.  Susan starts to relax. He kisses her.

                          PETER
                Who know?  We get lucky, maybe a couple
                of 'em'll be ours.

                          SUSAN
                     (smiling now)
                We're down to a "couple" now, huh?

     She pats the water, beckoning.

                          PETER
                Oh, I don't know. People are beginning
                to talk about us...

     Still partially clothed, he steps into the bathtub. Susan
     shakes her head, laughs ruefully.

                          SUSAN
                Don't worry, I'll save your honor.
                Maybe I'll even marry you.

     She reaches over, kisses him.

                                                          FADE OUT:

                                                        FADE IN TO:

     EXT. ALPHABET CITY - NIGHT

     The WILLIAMSBURG BRIDGE dimly visible through the rain.

     ALPHABET CITY STREETS

     Empty warehouses. Closed businesses. Traffic lights blinking
     on empty streets. Everything seems doomed under the heavy
     layer of rain.

     SUPERIMPOSE:  TWO YEARS LATER

     A DILAPIDATED BUILDING before us. A blazing NEON CROSS made
     of the words 'JESUS SAVES' hangs askew from its facade.

     CRANE to see the ROOFTOP.

     WHAM! The door to the interior stairs FLIES OPEN and a tall,
     thin CHINESE PREACHER in his sixties lurches out, eyes wild
     with terror.

     He looks back down the steps.

     Something's climbing up fast, casting ominous, complex
     shadows on the wall.

     Too many FOOTSTEPS for it to be just one person.

     The man hurriedly shuts the door and slides a bolt home.

     Trembling, he backs away as a booming THUD makes the door
     shudder. Raw, frenzied pounding and scratching follows...
     something inhuman, determined to break through.

     The metal surface suddenly buckles and bulges.

     On the man's white undershirt, a blotch of blood starts to
     grow.  Needles of rain stab his flesh.

     He searches wildly for a possible escape.

     He reaches the edge of the roof: it's five floors down to the
     sidewalk.

     Two of the hinges on the door come loose, pulverizing the
     surrounding concrete.

     WHAM!  The door to the stairs bulges outward as something
     SMASHES against it again and again.  Frenzied SCRATCHING.

     The man sprints to the other end of the roof. There, on the
     adjoining building...

     THE CHINESE PREACHER'S POV

     Just one floor below on the building across the alley is a
     suspended PAINTERS' PLATFORM, crowded with paint cans under a
     tarp.  A two-story old EYEWEAR ADVERTISEMENT from the 40's is
     being painted over.

     THE CHINESE PREACHER

     Looks back to the door.  BAM! a tremendous SHATTERING sound.
     LIGHT spills from inside. Two bolts fly in the air, a hinge
     gives.

     He CRIES OUT in terror.

     The man gauges the distance between buildings; can he make
     it?

     He takes a few steps back, a few more...

     Panting hard, he closes his eyes, his chest soaked in blood
     and rain.

     THE DOOR EXPLODES OUTWARD AND SKIDS ACROSS THE SLIPPERY ROOF.

     Light from inside projects the shadow of wild, busy things
     onto the curtain of rain.

     Weeping with fear, the man desperately tries to hurl himself
     to the catwalk.

     It's too far.

     He FALLS...CRASH!  he hits the platform, knocking boards
     loose and sending paint cans onto their sides, rolling.  He
     bounces, slides off the edge, barely able to grab onto a
     loose board to save himself from falling.

     The RAIN blasts down.  The scaffold CREAKS.  He hits the
     edge, upsetting the cans of paint there.

     He holds onto the planks with all his might, trying to push
     with his feet, but they slide on the wet wall.

     BELOW

     Cans bounce off the pavement. White pain blasts all over.

     CU HANDS

     The man's hands slip on the planks, tiring.

     FEET

     The Chinese Preacher's FEET bicycle in the air, unable to
     find a purchase on the wet brick wall-

     THE CHINESE PREACHER

     is hanging just in front of the painted EYE of the forties'
     model.  He looks up above him, sees something-

                          CHINESE PREACHER
                No.  Please, God, no!

     A SHADOW crosses his face as something looms above him.
     Suddenly there is a CRACK and the platform tilts completely
     on one end.

     HANDS

     The Chinese Preacher's fingernails dig in, then slip on the
     wet wood.

     His hands paw the air.

     WIDER

     For a moment his body, silhouetted in the rain, seems
     suspended in a void. Then he falls backwards.

     THE GROUND

     Impact. His body cracks the pavement.

     Small pools of rain form on his dead, open eyes.

     We CRANE to reveal

     A WINDOW ON A BUILDING ACROSS THE STREET

     CHUY, a young Latino boy. He stares out the window at the
     Chinese Preacher's body with no discernable emotion.

     He works a small WIRE SCULPTURE in his hands.

     APARTMENT

     It's a small one-bedroom apartment.

     An old man sleeps peacefully on a cot: Chuy's grandfather.
     MANNY GAVIOLA, mid 60's, white hair haloes his handsome,
     benign face.

     All around him: SHOES, shoes everywhere you look, on the
     table, on the chairs, on the kitchen counter, on the floor.

     A small altar is illuminated by votive candles. Next to it,
     standing by the window is

     CHUY

     HIS P.O.V.

     We see a blurry vision of The Chinese Preacher's splayed
     figure in a swirl of color.

     Chuy's attention focuses on the Preacher's shoes.

     CHUY

                          CHUY
                     (a whisper)
                Oxfords, 8 1/2. Black...

     He looks away from the body and goes back to twisting the
     wire into shape.

     THE PUDDLE OF PAINT

     around the preacher, reflects large shadows moving above,
     and across the neon sign...

     CHUY

     hears a strange sound, a rhythmic clicking.

     His head lifts and what he sees causes his expression to
     change--there is an uncharacteristic flicker of excitement in
     his eyes.

     ACROSS THE ROOFTOP

     We are behind whatever it is that has captured Chuy's
     attention.

     TICKETY-TACKETY-TOCK...

     The strange clicking sound grows louder.  The figure begins
     moving in some weird, preparatory fashion. Then it steps
     forward and drops out of frame.

     CHUY

     His eyes follow the figure down to the pavement in a slow
     arc.

     Chuy puts down the wire miniature and opens the window to get
     a better view.

     GROUND LEVEL

     The Chinese Preacher's body is now being dragged toward the
     rear of the alley, leaving colored paint smears in its wake.

     CHUY

     We isolate the boy's face and, on the soundtrack, every other
     noise FADES AWAY.

     Chuy reaches for a pair of SPOONS nearby.

     He begins to click them together.

     Imitating the strange clicking sound heard a moment ago.

     THE CHINESE PREACHER

     is being pulled into a small, ground-level vent. The only
     problem is that no human is small enough to squeeze through
     this hole.

     CHUY

     watches, still clicking with his spoons.

     THE CHINESE PREACHER'S BODY

     is stuck. One of his legs is through the hole up to the
     thigh, but the other is folded up unnaturally and pressing
     against the wall next to the vent. Impossible.

     There is a silent beat, and then a series of INCREDIBLY
     VIOLENT TUGS, BAM! BAM! BAM! shaking the Paint-soaked body
     like a rag doll.

     CHUY

     His spoons stop. His jaw tightens a little as we hear
     terrible cracking and scraping sounds.

     THE WINDOW

     The Chinese Preacher's head and hands disappear into the
     hole. Bits of clothing, paint and blood stick to the edges of
     the opening.

     CHUY

     watches, still fascinated.

                          CHUY
                     (very low)
                Funny, funny shoes...

     He starts a new wire sculpture.

                                                            CUT TO:

     EXT. JOGGING PATH - CENTRAL PARK - DAWN

     Peter is covered in sweat, running at a good clip around the
     Central Park reservoir. A beautiful day dawns behind him; the
     windows of the Beresford sparkle in the morning sun.

     Peter outperforms most of the other RUNNERS in the track, his
     steady rhythm evidence of years of practice. Keeping his
     stride, he runs off the track and past a flock of OLD NUNS.

                          PETER
                Excuse me, ladies...

     Without slowing down, Peter retakes the path and moves past
     them.

     EXT. JOGGER'S PATH - NEAR FIFTH AVENUE - LATER

     Peter finally slows down. He checks his pulse and stops at a
     water fountain.

     As he drinks, he sees a DERELICT drawing a figure on the
     sidewalk.

     The derelict spots Peter.  He picks up his chalk, drifts off.

     Intrigued, Peter goes closer to the drawing. An arrow points
     to a manhole cover set among the bushes.

     Peter circles around, trying to make sense out of the lines.

     Then the painted motif finally reveals itself.

     GRAFFITI

     A talismanic figure of raw, archetypal power. A few jagged
     lines form the shape of a MAN IN AN OVERCOAT. His face is
     little more than a malignant blotch.

                                                            CUT TO:

     INT. MUSEUM - EXHIBIT ROOM - DAY

     A room of half-finished exhibits. A group of SCULPTORS --
     most of them undergraduates -- work on a gigantic piece
     representing a termite mound.  They're supervised by SIRI, a
     punkish young Indian research assistant.

     Susan talks to some of the sculptors about a 100-1 scale
     clay model of an insect's head.  She gestures to the
     model's mandible set.

                          SUSAN
                ...no, guys, these have to fit
                perfectly.  No spaces in between. Let
                me tell you why. Insects have no
                hands. All they have is this set of
                mandibles.

     She grabs the outer mandible set.

                          SUSAN
                See?  This little piggy will grab the
                prey.

     Then unfolds a second set...

                          SUSAN
                Then this little piggy will tear it
                in half...

     And a third!!!

                          SUSAN
                ...and this little one will grind it
                to a pulp and push it in... all the
                way into the mouth.  These are
                precision tools here. Can you
                remember that?

     The guys nod.

                          SUSAN
                Good.  Then get it right.

     A piece of the termite mound is raised above their heads,
     revealing...

     ...Peter, at the entrance, still dressed in his jogging
     sweats. He smiles at Susan.

                                                            CUT TO:

     EXHIBITS

     Peter and Susan walk through.  Peter pulls something from a
     KNAPSACK.  A bottle of medicine marked: METALLININ.

                          PETER
                     (teasing)
                "Baby in a bottle..."

     He gives it to Susan.

                          SUSAN
                Don't tease.

     Around them, WORKMEN begin unloading crates of display stuff,
     as a MAN on a ladder tacks up an "ARCHITECTS OF NATURE"
     banner. Susan proceeds behind an exhibit representing a
     honeycomb.  Peter follows as she begins to arrange some tools.

                          PETER
                You know where they get this
                fertility stuff?  They extract it
                from the urine of menopausal Italian
                nuns.

                          SUSAN
                     (laughs)
                Monks bottle their own wine. Don't
                they?

     She gently touches her belly.

                          SUSAN
                Trust me. I've never been this late.
                Never.

     She shakes the bottle.

                          SUSAN
                If nun's pee is what it takes...

     Peter's cellular RINGS from his knapsack. Susan grabs a
     larvae model from a pile on the floor.

                          SUSAN
                You were the one who ran around with
                ice in his underwear, don't forget
                that.

                          PETER
                Don't get kinky here...

     Peter takes the call. Susan cuts away the excess plastic on
     the lid around the honeycomb moldings. The larvae fits
     perfectly inside.

                          PETER
                Okay, meet me out front.
                     (to Susan)
                I gotta go. Josh's picking me up in five.
                see you tonight.

                          SUSAN
                I'll be late.

     He kisses her and leaves. Susan turns to Siri and the group
     working on that sculpture.

                          SUSAN
                Siri, sandblast that thing. It looks
                like Trump Tower.  Those mounds are
                supposed to be made of dirt and
                excretions...

                          SIRI
                     (a wicked smile)
                Just like Trump Tower, then.

                                                            CUT TO:

     EXT. STREET

     A Department of Health VAN honks its way through a traffic
     jam.

     INT. VAN

     Peter's right hand man, JOSH MASLOW -- a young, good-natured,
     can-do guy -- drives.

                          JOSH
                ...So I say "buddy, you have every
                violation in the book.  Gimme one
                good reason not to close you down."
                You know what the Kraut says to me?

     In the back, Peter finishes changing out of his jogging
     sweats and into his worksuit.

                          JOSH
                The blintzes!  "Try the blintzes..."

                          PETER
                     (distractedly)
                Selling your sould for a fistful of
                carbohydrates...

                          JOSH
                Not just any carbohydrates, mind you.
                It was like being on the receiving
                end of some kind of transcendent oral
                sex.
                     (honks furiously)
                We should get a strobe on this thing.
                Maybe even a siren.

                          PETER
                Yeah, and a loudspeaker so you can
                yell "Epidemic! Epidemic! You're all
                going to die!"

     EXT. FLOPHOUSE - DAY

     The Department of Health van pulls up outside the flophouse
     where the Chinese Preacher died. Peter and Josh get out.

     COPS push back a few ONLOOKERS. Josh proudly flashes his DOH
     badge.

                          JOSH
                Health Department...

     The cops let them pass.

                          PETER
                You really love flashing that thing,
                don't you?

                          JOSH
                Hey. I'm a short guy. Waddaya want?

     Two cops -- WOYCHEK and RICE -- approach, in no real hurry.

                          PETER
                Peter Tyler, DOH. You gentlemen were
                the first on the scene?

                          WOYCHEK
                     (gestures to Rice)
                We were both on patrol, saw this paint
                mess. Then I looked through that cellar
                window. We both did...

                          PETER
                You gone in?

                          WOYCHEK
                No. We waited.

                          PETER
                Good.

     Peter peeks through a narrow cellar window on the floor.

     Through the oily, smeared window, a ghostly array of PALE
     FACE AND HANDS appears, startling him.

                          PETER
                     (to Josh)
                Get the EMT's in there, now.

                                                            CUT TO:

     LATER

     PARAMEDIC AMBULANCES rush in. Sirens at full blast.

     Stepping out of the building across, Manny walks next to
     Chuy, who holds his hand. The old man carries a box full of
     shoes.

     Chuy looks back at the cop circus, amused.

                          MANNY
                C'mon Chuy, we're gonna be late.
                     (discreetly crossing himself)
                Cops are bad news. Don't look at them.

     He gently pulls his grandson's hand and moves briskly away.

     JOSH

     uses an iron bar, and breaks a padlocked cellar door. A heavy
     stench emanates from inside. The cops cover their noses.

     INT. CELLAR

     Peter and Josh enter a dingy, dungeon-like cellar,
     illuminated only by bug zappers and emergency lights. Every
     door and window has been nailed shut or sports a heavy-duty
     padlock. Peter and Josh walk through the dismal scene.

     In sharp contrast with the dirt-smeared walls, we see shiny
     metallic SEWING MACHINES and swatches of cloth appliqued with
     a FUNNY BUNNY cartoon character.

     Josh examines the label stitched into the collar. It reads:
     PROUDLY MADE IN USA.

                          PETER
                Jesus.

     His light hits a group of quivering, skeletal CHINESE
     IMMIGRANTS, standing in a tight group against a wall.

                          WOYCHEK
                     (from the outside)
                They look real sick, don't they?

                                                            CUT TO:

     INT. STAIRWELL, MUSEUM - DUSK

     Carrying boxes full of terrarium material, Susan and Siri
     ride an antiquated cage-steel elevator.  No floor buttons,
     just an old-fashioned hand-activated lever.

                          SUSAN
                ...as long as they're ready for the
                opening I don't care, just tell them
                that.

                          SIRI
                I'm on it.  Don't worry.
                     (Beat)
                Look, Susan...I don't mean to pry,
                but... I kinda overheard you and
                Peter.

                          SUSAN
                     (Smiles ironically)
                Watch your step, Siri.  Your grant
                could be on the line here.

                          SIRI
                I just...well, I had this cousin in
                Delhi.  She was having problems, too.
                She, ah...

                          SUSAN
                What?

                          SIRI
                She used a baster.

     Susan looks at her.

                          SIRI
                Not a big one.  I mean, it was like a
                turkey baster.

                          SUSAN
                Oh, Jesus.

     She tries to stop the elevator at the fourth floor, but
     it rises just a little too far.

                          SUSAN
                Come on, darlin'...

     Susan has to jimmy the lever till the elevator falls
     level to the floor.

                          SIRI
                     (continues)
                She kept it under her bed. Thing is,
                it kinda worked.  I mean, she had to
                hide it from her husband, but...

     A pair of young boys, RICKY and DAVIS, sit on the floor
     outside Susan's lab door.  A crumpled paper bag and a shoe
     box sit beside them.

                          SUSAN
                What's this?

                          SIRI
                Oh, right... They been here since noon.
                I told them you're real busy.

     Susan smiles at the boys, who stand when they see her.

                          SUSAN
                Hello.

                          RICKY
                You the bug lady, right?

     Siri chuckles.

                          SUSAN
                     (smiles)
                I suppose so.

     Ricky raises and shakes the paper bag.

                          RICKY
                We're here to deal.

     INT. MOUNTING ROOM - DUSK

     SUNLIGHT slants in to illuminate an incredible array of live
     and mounted dead INSECTS, trapped in turn-of-the-century
     glass fronted cabinets. Davis puts his nose up against one,
     fascinated.

                          SUSAN
                Metaxonycha Godmani, Trigonopelastes
                Delta.  Field Butterflies.  Have you been
                upstate?

     She examines the boys' findings, mostly rag-tag specimens
     of battered butterflies.

                          DAVIS
                Avenue B.

                          SUSAN
                     (sadly)
                I guess they got lost in this city.

                          RICKY
                So, you wanna buy em?

                          DAVIS
                There's extra wings in the bag.

     Siri lingers in the background.

                          SUSAN
                You guys have done a nice job.  How bout
                five dollars?

                          RICKY
                     (dismayed)
                That's it?

                          DAVIS
                     (to Ricky)
                Show her the weirdbug.

     He indicates the shoebox-

                          RICKY
                Cost a dollar just to look.

                          DAVIS
                It's a great bug.  We kinda broke it a
                little...

     Siri impatiently points at the wall clock-

                          SUSAN
                Fellas, I'll tell you what...ten dollars
                for everything.  Plus a killing jar, some
                tweezers and mounts so the next bunch you
                catch will be in better shape.

                          DAVIS
                Deal!

                          RICKY
                You crazy! That's the best!!

                          DAVIS
                Bug's almost dead anyway.

     Susan holds out two five dollar bills.  The boys can't
     resist.  Davis grabs the money-

                          DAVIS
                Thanks, lady.

     Ricky gives a last possessive look to the shoe box, then
     follows Davis out.

     Siri crosses to the window and wrestles to close it.

                          SIRI
                Ten dollars?

     Susan places all the kid's items -including the shoebox- in
     a wastebasket.

                          SUSAN
                Alphabet City kids- there's much worse
                things they could be selling.

     Siri hits the window frame with a paperweight, gets it half
     way down.

                          SIRI
                I hate this fucking window...

     EXT. ACROSS STREET FROM MUSEUM - NIGHTFALL

     CRANE TO a nearby alley.

     A GAUNT MAN IN AN OVERCOAT stands in the shadows, looking up
     at Siri working on the window.

     As a streetlamp lights up, he backs up into the shadows.

                                                            CUT TO:

     INT. FLOPHOUSE. LOBBY - NIGHTFALL

     Religious slogans and posters are hung everywhere in what
     used to be the lobby of a men's hotel.  A hand-lettered sign:
     "NO LIQUOR, NO DRUGS, NO PROFANITY"

     PARAMEDICS are leading a number of ill CHINESE IMMIGRANTS up
     from the cellar door seen earlier.  Many are brought out on
     STRETCHERS. DOH staff put tags on their wrists.

     Peter examines a PALE OLD MAN on a stretcher while
     simultaneously talking to Josh.

                          PETER
                     (to Josh)
                There's plenty of systemic infection
                already, so as soon as we get a
                preliminary reading, start them on
                anti-biotics. You saw this?

     Peter flicks on his penlight, examines the Old Man's eyes.
     One of them is completely bloodshot. Then he shows Josh
     the gums. They're bleeding.

                          PETER
                Internal hemorrage. 2 our of 5 have
                it.  No definite signs of TB, but we'll
                quarantine them a week just to make sure.

                          JOSH
                Immigration's gonna love you for that.

                          PETER
                Tell them to send flowers to the
                usual address.

     INT. SWEAT SHOP. BASEMENT

     Peter pushes back a sheet hung across a doorway.

     BASEMENT SHOWERS

     A tiled nightmare. Concentration camp-cozy. A pile of old,
     rusting sewing machines clutter the floor, spilling
     oxide to a central grate.

                          JOSH
                Two shifts, people rotating from bed to
                work.  One toilet. We're in Wal-Mart
                hell, here.

     Josh swats a fly.

                          PETER
                Did they get the sleazebag who owns this
                place?

                          JOSH
                Triad, Chinese Mafia. They bring people
                from Yunan. Slave labor...
                     (eyes his notebook)
                Reverend Harry Wong, a preacher had the
                flophouse fronting for them. No sign of
                him.

     An overhead door is opened. Daylight streams in. Peter spots
     YANG, an Asian cop, talking to a CHINESE WOMAN lying on a
     stretcher which hasn't been moved yet.  She is hollow-eyed,
     near death.  Her hand weakly hangs on to the cop as if for
     dear life.

                          PETER
                Tell her she's going to be alright.
                We'll take care of her.

     Peter kneels next to her, looking at her and nodding while
     Yang translates. The woman mutters again, tears of fear in
     her eyes.  Yang shakes his head.

                          YANG
                She's delirious.  Keeps saying the "Dark
                Angels" are coming for her. She says
                they took some of her people away.

                          PETER
                Dark Angels?

                          YANG
                     (Shrugs.)
                Probably a gang.  Chinese people, man.
                They come up with some wacky stuff.

     They pull the stretcher out through the open overhead door
     and into an

     ALLEY

     The stretcher is rolled into a waiting vehicle, its lights
     flashing. Unseen by them, on a brick wall, nearly buried by
     graffiti, is a crude DRAWING.

     It is of the same, odd figure Peter saw drawn earlier.  The
     OVERCOAT MAN.

     INT. LAB - NIGHT - MONTAGE

     Susan and Siri, both wearing Walkman headsets, deftly mount
     BUTTERFLIES and other INSECTS onto display boards for the
     exhibit. Rain is blowing in through the half-open window.

     Their movements are precise and lyrical, the colors and
     designs of the insects are beautiful.

     We understand how you can get lost in this world.  Susan
     works steadily, a partially-eaten PAY-DAY BAR and the
     wrappers of several others are evidence of her dinner.

     A PAGER goes off in Susan's lab coat.

     She takes off her headset; CLASSICAL MUSIC leaks from her
     headphones.

     On the PAGER's LCD screen the message reads: LATE
     TONIGHT. PETE.

     Susan puts the pager down. Goes to close the window.

     There is a loud, angry BUZZING sound.

                          SUSAN
                Siri?
                     (louder)
                Siri?!

     Siri pulls her headset off; HEAVY METAL MUSIC leaks from her
     headphones.

     The BUZZING sound again. We PAN across the various bugs and
     mounting implements till we come to rest...

     ...on the SHOEBOX the boys gave Susan. Something rattles
     wildly inside.

                          SIRI
                ...the fuck?

     Susan crosses to the trash bin, picks the box out. It
     vibrates on her hand, then becomes quiet, something moves
     inside.

     She slowly opens the lid.

     The bottom of the box is littered with two inches of shredded
     newspaper. Crumbs of bread and some rice-krispies can be
     spotted here and there: a kid's idea of a comfy critter's
     nest. She moves her free hand closer.

                          SUSAN
                     (To Siri)
                Can you...?

     Suddenly and INSECT big as her hand springs out of the
     shredded paper nest and tries to grab on to her! Minute
     pieces of paper fly through the air!!

     Susan slaps the lid back down.

                          SUSAN
                     (a scared whisper)
                Could you...help me...?

                                                            CUT TO:

     LATER

     Siri comes over as Susan grabs steel tongs and a cork
     dissecting board.

                          SUSAN
                I'm gonna pull it out and I want you to
                pin it down, okay?

                          SIRI
                What is it?

                          SUSAN
                I have no idea.  Are you ready?

     Siri nods, pins in hand.  Susan opens the lid and grabs the
     nymph with the tongs.  The creature goes berserk, flailing
     its spindly limbs, BUZZING and CROAKING, a milky substance
     FOAMING out of its body.

                          SIRI
                Oh my God...

     Susan deposits the insect onto the corkboard.

     Siri tries to get a hold of it; but it twists out of the
     tongs and wraps its coarse legs around her hand!! A spider
     trapping a sparrow.

                          SIRI
                Shit!! Get it!  Get it!

     SNAP!  It bites her hand between index and forefinger.

     Susan pins the insect into the corkboard. It spins furiously,
     like a crazy LP record.

     Susan gets a grip on it again with the tongs.  Siri uses more
     pins to secure it down.

                          SUSAN
                     (Noticing Siri's hand)
                It bit you.

                          SIRI
                No shit.

     SUSAN

     leans to get a closer look at the NYMPH: Deep dark brown,
     flat as a pancake, one rear leg broken, lower tail smashed.

     It squirms helplessly now, looking pitiful under the harsh
     overhead light.

                          SUSAN
                This wing configuration. I've
                never...

                          SIRI
                     (looking at her injury)
                Fuck! It broke the skin...

                          SUSAN
                And they're not fully developed.  This
                thing's not even an adult.

     The nymph continues to HISS and FOAM, struggling against the
     steel pins. Susan looks closely at the insect's belly.

                          SUSAN
                My God.

                          SIRI
                What?

     Susan gestures to look.  Siri stares down at

     THE NYMPH'S TORSO

     where a SET OF VALVES on its underside click in and out.

                          SUSAN (OS)
                It's breathing.

     SIRI

     shakes her head.

                          SIRI
                That's impossible.  Insects don't...

                          SUSAN
                I know.
                     (Picks up a SCALPEL)
                Help me get a sample.

     Susan touches her scalpel to the nymph's leg.

     The nymph CLICKS nervously.

                          SUSAN
                Hold on, big guy, hold on...

     She traps the nymph down and CUTS THE LEG OFF.

     A painful, agonized BUZZ echoes around the room.

                                                            CUT TO:

     MONITOR

     Susan attaches the insect's leg to a samll holder. It is
     frozen in a swirl of dry ice.

     The brittle leg is then mounted in a LASER MICROTOME. Bit by
     bit, the machine executes MICROSCOPIC WAFER CUTS. Siri is
     making slides out of each section.

     A series of MICROPHOTOGRAPHIC IMAGES flash onto the screen.
     In the background we hear the high-pitched BUZZ-

     We see the lights from the mounting room through a glass
     brick wall.

     INT. MOUNTING ROOM - NIGHT

     We see the nymph slowly squirming in the FG, then RACK FOCUS
     to the rain-spattered WINDOW.

     Suddenly the OVERCOAT MAN is standing on the windowsill!

     The window is lifted effortlesly from the outside.

     SUSAN

     prepares a blue solution and places two drops on each smear
     slide.

     Reflected in the glass brick behind her we see the man moving
     across the room.

     THE OVERCOAT MAN

     seen only through rippled glass and reflections, moves
     through the lab.

     His body STEAMS lightly from the rain. His movements are
     quirky, spastic.

     The man observes the imprisoned insects with curiosity.

     He comes to the nymph, pinned and mutilated on the worktable.
     The nymph CLICKS and CHITTERS excitedly, as if communicating
     with the man.

     He looks up at the worklight.  It seems to bother him.

     WHUMP!!! In a blur of motion, he SMASHES the light bulb.

     SUSAN

     watches the smear slide.  The blue droplets begin to CHANGE
     COLOR once in contact with the leg section...

                          SUSAN
                Hold on a second...

     ...slowly turning a deep green.

                          SIRI
                What?

     Then, THREE LARGE BEETLES fly into the room.

     Siri looks at Susan. Susan gets up, hesitant, signals for
     Siri to stay.

     We FOLLOW Susan into the mounting room.

     SUSAN'S POV

     She walks in, barely able to see her hand in front of her
     face.

     The window facing the street is wide open, rain blowing in.

     Something CRUNCHES under her feet.  She bends down, looks.

     She's stepped on the broken glass of the lightbulb.

     The floor is alive with various INSECTS -- crawling, hopping,
     flying away from their displays, which have been opened.

     The nymph is gone from the board!

     She looks under the work table the nymph was on.

     We LOWER as we TRACK BACK with her.  Something is folded up
     in the corner of the ceiling behind her, camouflaged in the
     shadows, clinging impossibly to the wall.

     THE OVERCOAT MAN.

     He lowers himself with silent grace.

     Susan whirls.

     WHOOSH! A GUST OF WIND! A FLUTTERING SHADOW OFF THE WINDOW!

     Silence.

                          SIRI (O.S.)
                Susan?

     Susan GASPS, startled.  We SHIFT to see Siri at the door.

                          SUSAN
                Call security.

                                                            CUT TO:

     EXT. FLOPHOUSE - NIGHT

     The last DOH van takes off under the heavy rain.

     Across the street, Chuy looks down from his apartment window.

     INT. MANNY'S APARTMENT - SAME

     Chuy sits at the window, twisting wire into a human-like
     figure.  MOVING past him, we see a group of other WIRE
     FIGURES on the table, backs of chairs, lamps, everywhere.

     Manny sits at the kitchen table. He IGNITES a can of shoe
     polish with a match, then lights a cigarette off the flame.

     He puts the cigarette in his mouth and proceeds to polish a
     pair of shoes. A SILLY SHOW plays over the TV.

                          MANNY
                Not too little, not too much. You rub it
                in, around and around like this. Let the
                leather take it.

     Manny leans tiredly against the table. He looks fatigued
     and in pain. He takes a small pill and places it under
     his tongue.

                          MANNY
                You watching? You should learn to
                work the shoes. You're good with your
                hands...

     Manny shoots a glance over to his grandson.

                          MANNY
                Chuy...you gonna get all wet.

     Chuy doesn't pay attention, just stares out at the street.

                          MANNY
                Did you look at the story book I got you?

     Manny lifts a brightly colored CHILDREN'S BOOK.

                          MANNY
                Our Animal Friends.  Can you say that,
                Chico?  "Friends"?

     Nothing from Chuy.

     CHUY'S POV - STREET

     The building across the street. Yellow DOH tape at the
     entrance.

                          MANNY (OS)
                A friend is the one you can trust.  When
                you are with a friend, no matter where in
                the world, you are at home.

     A FIGURE moves out of the shadows and totters in the rain
     toward the entrance.  It is the OVERCOAT MAN, barely visible
     in the rain.

                          MANNY
                In this city. A friend is a hard thing to
                find...

     CHUY

     His face shows a bit of animation.

                          CHUY
                Funny Shoes...

     Manny looks up from the book.

                          CHUY
                Alli.  Mr. Funny Shoes.

     Manny comes over, looks out.

     THEIR POV

     The figure has disappeared into the dark front of the
     boarded-up building.

     MANNY AND CHUY

                          MANNY
                No one is there. Is empty.

     Chuy doesn't respond.  Manny turns the boy's face to his.

                          MANNY
                Chuy, listen to me.  They have Jesus on
                the cross, but that is not a holy place.
                You understand?

     Chuy looks at him blankly.  Manny sighs; he knows he doesn't.

                          MANNY
                Ah, Nino.  God only knows what goes on in
                your head, eh?

     He pats the boy on the head, then goes back to work. Chuy
     turns back to stare at the street.

                          CHUY
                Mr. Funny Shoes...

                                                            CUT TO:

     EXT. OUTSIDE TYLER APARTMENT BUILDING - NIGHT

     The D.O.H. Van pulls up in front of a modest Pre-war
     building. Josh and Peter climb out.

     Peter is reviewing a roster.

                          PETER
                Josh, what was Immigration's
                countdown?

     Josh hands Peter a plastic bag with his sweat clothes
     and running shoes.

                          JOSH
                Thirty-three workers.

     Peter hands him the roster.

                          PETER
                There are thirty five listed in the
                reverend Wong's roster...

                          JOSH
                Shit.

     Peter walks up the front steps.

                          PETER
                Remember what that woman said, about
                people being taken? Check with the
                copsin the area.

     INT. TYLER APARTMENT - NIGHT

     Peter enters the apartment, which has long since been
     remodeled with a nicer couch and a bigger TV with slightly
     better reception.

                          PETER
                Sus?

     No answer.  He notices the dining room table is filled with
     yellowed FILES, all marked JUDAS TRADITOR.

                          PETER
                     (Looks around once again)
                Susan?

     INT. LAUNDRY ROOM

     Peter comes in to find Susan sitting in a chair before a
     dryer, quietly watching laundry whirl within.

                          PETER
                     (Regarding the laundry.)
                Thought it was my week for that.

                          SUSAN
                     (Shrugs.)
                I needed to think. It was either this
                or the weather channel.

     Peter walks over, kisses her.  He notices an open book of
     INSECT MORPHOLOGY on her lap. There's a FULL COLOR
     PHOTOGRAPH of an OOTHECA -- an insect eggcase.

     INT. LAUNDRY ROOM - LATER

     Peter folds laundry into his/her piles.  Susan paces.

                          SUSAN
                This thing was the size of my fist,
                Peter!! That's off the charts!

                          PETER
                Okay. So you lost a great specimen-

                          SUSAN
                Don't you get it? It's more than
                that.

     Peter takes a bedsheet. Susan helps him fold it.

                          SUSAN
                You know why insects don't grow larger?
                Because they don't have a complex
                respiratory system. What I saw did. It
                had lungs.

     Peter walks backward with his end of the sheet.  The two
     begin to fold it together.

                          SUSAN
                Evolution doesn't work that fast.
                Something pushed that thing to take the
                leap. We need to find another specimen.

                          PETER
                We?

     As they fold the sheet, they move closer together.

                          SUSAN
                I did a PH test on its tarsal pads.

     The folding of the sheet has brought them almost face to
     face. Susan finishes folding herself.

                          SUSAN
                There's only two species who match the
                enzymes I found.  One's a leaf-cutter ant
                in the Amazon...

     She has his full attention now.

                          SUSAN
                The other we released here two years ago.

     EXT. ALPHABET CITY - AVENUE B - DAY

     A TAXI CAB makes a U turn and cruises on.

     INT. CAB

     Susan ignores the yakking Armenian DRIVER as she scans
     the buildings and empty lots-

                          ARMENIAN DRIVER
                Avenue B... again! Maybe you got
                wrong letter, uh?

     The cabbie looks up at a Manhattan street map glued over
     his head on the roof of the cab.

                          SUSAN
                Keep going. We'll tell you when to
                stop...

                          PETER
                Maybe they lied to you.

                          SUSAN
                Even if they did... that's all we
                have, isn't it?

     The cab cruises past the tenement buildings, nondescript
     stores, junked cars and rubble-strewn lots. It stops
     before a traffic light.

     A LEERING HOMELESS GUY with a greasy rag and greasier
     cleaning solution approaches the windshield.

                          ARMENIAN
                No... Oh, shit. Get away, you Turk!

     The Homeless guy begins wiping/smudging the windshield
     with his dirty rag. The driver sends him away.

     The light turns green.  The Driver accelerates, turning
     on the windshield wipers to expunge the smears left by
     the guy.

     Susan sees something.

                          SUSAN
                Pull over!

                          ARMENIAN DRIVER
                What...?

     Susan motions excitedly.  The Driver pulls over. Susan
     gets out.

     EXT. OUTSIDE CAR

     Susan rushes over, removes something from the windshield
     wiper.

     A BUTTERFLY, its wing pinned under the rubber flapper.
     She holds it in her palm, then looks up at Peter.

                          SUSAN
                Metaxonycha Godmani.

                          PETER
                So?

     Susan looks around.  Just ahead is an empty LOT surrounded by
     a wooden fence plastered with flyers for rock bands and
     performance artists.

     An identical BUTTERFLY perches on the edge of a board.

     EXT. EMPTY LOT

     Susan and Peter walk through waist-high GRASS of a small
     urban wilderness.  Dozens of BUTTERFLIES flutter around them
     from the weeds.

                          RICKY (OS)
                If you want your money back, forget it!

     Peter and Susan look up.  The voice comes from a RAMSHACKLE
     CLUBHOUSE, built of wood scraps and cardboard.

                          DAVIS (OS)
                We already spent it!

     Susan walks forward.

                          SUSAN
                We're here to deal.

     Long beat.  The door to the clubhouse swings open.

                                                            CUT TO:

     INT. SUBWAY STATION - DAY

     A BLUR of subway cars goes by with an ear-pulverizing SOUND.

     At the end of the platform, Davis untwists a wire around the
     busted lock of a locker room door. Peter paces nervously
     nearby.

                          PETER
                Here, let me...

     He starts on it himself. Meanwhile, Ricky stares at a
     PHOTOGRAPH Susan has given to him:  a ribbed, tortoise-
     brown colored EGGCASE.

                          SUSAN
                You sure you didn't see one of these?

                          RICKY
                Gross. What is it?

                          SUSAN
                An "Ootheca". An eggcase. It probably had
                more, uh "weirdbugs" inside.

                          RICKY
                     (shakes his head)
                No way. I see one of those, I'd puke.

     Davis opens the door with a CLICK.

     INT. SUBWAY LOCKER ROOM

     A dark, abandoned LOCKER ROOM once used for transit workers.

     Susan and Peter walk in with the boys, nervous in the off-
     limits area.

                          DAVIS
                It was in that corner over there.

     Davis points to a bank of dented metal LOCKERS.

                          RICKY
                Sucker was fast, man.
                     (Picks up a pipe.)
                Had to take it out with one a these.

                          PETER
                Okay, guys.  We'll take it from here.

     Peter hands Ricky some money. The boy looksdown at it
     slyly.

                          RICKY
                Make it ten an' we won't tell the cops
                you're here.

     Peter regards the little scam artist dryly.

                          PETER
                Let's keep it at five and I won't
                condemn your clubhouse.

     Peter hands him a couple of dollars more. The two boys
     take off.

     Peter removes a PENLIGHT from his pocket.

     Dust covers everything. A forest of COPPER TUBING and PIPES
     where the sinks used to be.

     PETER

     inspects the floor. It's littered with cheap objects:
     chipped combs, used rubbers, soggy newspapers, smeared
     heroin syringes.

     Something shiny catches his eye. He picks it up.

                          PETER
                     (quietly)
                Look, a broken tooth...

     Something rustles nearby.

     He notices an old, rotting poster on the back wall.  It
     seems ODDLY TEXTURED somehow.  He walks toward it.

     SUSAN

     kneeling, pushes aside a dented trash bin. Behind it, there
     is a cabinet with rusty sliding doors.

     A SUBWAY TRAIN RUMBLES by outside, the sound echoes off
     the tile walls.

     Susan forces the door back. She peeks through the opening.

     Her face stares back at her from a dirty pocket mirror.
     She starts pulling something out.

     PETER

     at the oddly texture wall.  He shines the penlight at it...

     ...and is met with a FLUTTER OF WINGS.  MOTHS, perfectly
     camouflaged against the poster on the wall, whiz past him.

     Peter recoils.

                          SUSAN (OS)
                You okay?

     He nods.

     SUSAN

     turns back to her locker.  She withdraws a cheap PLASTIC
     NECKLACE from it.  As she removes it, it breaks.  A coulpe of
     beads fall away...

     ...rolls under the locker...

     ...and BOUNCE -- once, twice, thrice -- each time going
     deeper till they comes to a stop.

     Susan peers where the beads fell.

                          SUSAN
                There's something under here.

     Peter comes over, kneels by her. Susan takes a handful of
     beads and throws them at the base of the locker.

     CAMERA TRACKS to follow one of them. It rolls all the way
     under.

     A moment later, from some interior space, the sound of it
     BOUNCING on cement. He shines his light inside.

     INT. HOLE - PETER'S HAND

     Very dark. A highlight glints off a shell-like surface.

     The light barely touches it.

     THE WHOLE SURFACE BACKS AWAY.

     Peter drops the penlight.  It gets stuck in a jutting piece
     of concrete.

     PETER

                          PETER
                Shit.

     Peter tries to get his hand in

     DEEPER

     But he cannot reach the light. It is literally inches from
     his fingers...

     SUSAN

                          SUSAN
                Let me try.  My hands are smaller.

     She kneels and goes for it.

     INT. HOLE - SUSAN'S HAND

     Her hand reaches for the penlight.

     She barely touches it.  The penlight spins around.  Its light
     now illuminates...

     THE FACE OF A MAN.  Unseen by Susan.  Terrifying in its doll-
     like simplicity.  In the darkness, its features seem
     indiscernable, inert, almost frozen in a perfectly
     symmetrical pattern.

     It regards the spiderlike movement of Susan's fingers.

     SUSAN'S

     face squinches with the effort.

                          PETER
                Honey, just leave it.

                          SUSAN
                No, there's...

     INT. HOLE - SUSAN'S HAND

     As Susan's hand moves closer, the strange Face begins to
     TREMBLE.

     A CLICKING SOUND.

     Susan's hand is almost there.

     SUSAN

     reaches further.

     And suddenly A BEAM OF LIGHT cuts through the darkness.

     Their vision resolves. The figures of two MTA COPS stand
     before them:  ERNEST, 50, burly and bull-necked; and LEONARD
     -- African American, 45, more formidable than fat.

                          LEONARD
                     (Wearily)
                Now don't tell me.

     INT. HOLE

     Susan's hand withdraws.

                          LEONARD (OS)
                You lost a token, right?

                                                            CUT TO:

     INT. SUBWAY PLATFORM - LATER

     SHH-SHH-SHH.  A felt rag is expertly being pulled across a
     set of pristine black shoes.

     REVEAL Leonard sitting like a king in a chair, getting his
     shoes shined by Manny.  He leans back laconically while
     arguing with Peter. Ernest examines the ootheca picture.

                          PETER
                Look, I showed you my badge...

                          LEONARD
                Yeah, and you gonna have to show me a lot
                bigger one you wanna go down there.
                That's the old maintenance grid, Doc.
                Swiss cheese: tunnels, tracks...

                          PETER
                The Department of Public Health...

                          LEONARD
                ...should know better'n to go sneakin'
                around my turf...

                          PETER
                Fine.  You want me to call your
                supervisor?

                          LEONARD
                Please do.  He's a lonely guy.

     Uninterested, Leonard looks over to Susan and Chuy.

     ANGLE ON SUSAN

     She leans against the wall, inspects her dirty hand. Ernest
     gives her his handkerchief.

                          CHUY (OS)
                Gucci.  Flat pump.

     She looks down at Chuy, who sits nearby, holding a PAIR OF
     SPOONS.

                          ERNEST
                Your shoes.

     She stares down at her shoes.  Gucci flat pumps, all right.
     Susan smiles.

     Just then, a SUBWAY TRAIN pulls up.  The doors open,
     disgorging passengers. Chuy flips into action.  He starts
     playing his spoons, CLICKING them together, slapping them
     against his knee.

     Susan watches in wonder as the boy begins to use the spoons
     to IMITATE the different rhythmical step patterns of the
     VARIOUS COMMUTERS: The rolling, comical gait of A FAT MAN,
     the lithe haughty step of A PRIM LADY.

                          SUSAN
                     (Laughs.  To Chuy.)
                That's wonderful!  What grade are you in?

     Chuy doesn't answer.

                          ERNEST
                No school. Shoes're all Chuy knows about.

     Ernest discreetly points to his forehead.

                          MANNY
                     (immediately)
                He's special.

                          LEONARD
                He can imitate anything, you just watch
                him.

                          PETER
                     (Irritably, to Leonard)
                Excuse me, I'm talking to you.

                          LEONARD
                No, you talkin' at me.

     Leonard hands Manny a $5.00 bill for the shine, gets up and
     walks past Peter as if he were invisible.

                          ERNEST
                     (discreetly, to Susan)
                Is there some reward for this?

                          SUSAN
                I guess that could be arranged.

     Ernest smiles, pockets the ootheca picture.

                          PETER
                For Chrissakes.  You gonna lay a two-
                bit bureaucratic, territorial number
                on me?

                          LEONARD
                You wanna keep up the conversation, you
                best come back with the proper permits
                and the right attitude.

     Leonard saunters away with Ernest in tow.

     Peter shakes his head angrily.  He takes Susan by the arm,
     heads off in another direction.

     Chuy, without watching, clicks his spoons to the imitation of
     their steps.

     INT. SUBWAY STAIRS - DAY

     Susan and Peter walk up the stairs; Peter still fumes.

                          PETER
                You give someone a fucking uniform
                and... Did you hear how he talked to us?

                          SUSAN
                I heard how you talked to him.

                          PETER
                Oh, so I'm the bad guy now?

     Susan spares him an ironic look.

                          SUSAN
                He was just doing his job.

                          PETER
                Fine, then I'm the bad guy. Jesus!

     At the top of the stairs they're completely engulfed by
     sunlight.

                          PETER
                He wants a permit, I'll get him a
                permit.

                                                            CUT TO:

     INT. SUBWAY TRACKS - DUSK

     A train blurs by.

     A FLASHLIGHT BEAM over dirty gravel.  TILT with the beam to
     see Ernest walking his beat past TRACKS and GIRDERS.  Hulking
     out-of-service SUBWAY CARS surround him. He shines his light
     on the ootheca picture and then around him at the walls.

     A SOUND catches his attention.  A RUSTLING.

     He notices something off to a corner, walks over to it.

     A SHINY BROWN LUMP in the corner, covered in garbage.

     He touches the lump with his shoe.  It STIRS slightly.

     He touches it again...

     ...and a PAIR OF LEGS suddenly LASH OUT, kicking at him
     reflexively.

     Ernest jumps back.

     Another SET OF LEGS emerges...

     Oddly enough, Ernest relaxes.

                          ERNEST
                Chrissakes...

     He grabs the surface of the lump, and pulls it.  We see that
     it was just a SHINY BROWN TARP.

     Underneath, a group of THREE HOMELESS PEOPLE -- emaciated,
     toothless -- sleeping intertwined for warmth. In the dim
     light, they almost seem like a single organism.

                          ERNEST
                Guys, c'mon.

     The Homeless People stare back at him mutely.  Ernest starts
     getting annoyed.

                          ERNEST
                I told you to stick by the maintenance
                area.

                          BAG LADY
                Nah... It's private property now.

     Ernest looks at her, confused.

                          SKELETAL BUM
                He eats down there.

                          ERNEST
                Who?

                          HOMELESS MAN
                The Stickman.

                          BAG LADY
                Long John.

     The homeless man points.  Ernest turns his light.

     Another SILHOUETTE of the OVERCOAT MAN drawn on the wall. An
     arrow below it points east.

                          ERNEST
                Graffiti artist, uh?
                     (To Homeless People)
                Look guys, just get off my beat, you
                hear?  Get moving.

     Ernest hustles them out.  The homeless people glare at him,
     pick up their things and head into the gloom.

     Ernest watches them go.  He turns back to the graffiti
     painting of The Stickman.

                                                       DISSOLVE TO:

     INT. SUBWAY TUNNEL - LATER

     Ernest walks deeper into the tunnels. Dusklight slants in
     weakly from grates above.

     He stops as a RUMBLE is heard ahead of him  He ducks into a
     recess in the wall.  The RUMBLE grows LOUDER, LOUDER.

     A SUBWAY TRAIN curves around the bend up ahead, its
     HEADLIGHTS raking the opposite wall to reveal...

     A FIGURE crouched over something.

     We hear CHOMPING and SWALLOWING sounds.

     CU ERNEST

     Squinting to see over his flashlight beam.

                          ERNEST
                Hey, buddy!

     No answer.  Just the wet sounds of food getting chewed and
     ingested.  Ernest is revolted.

                          ERNEST
                Get off my track...

     The crouching figure lifts its head and looks around in a
     unusually quick BLUR OF MOTION.  It's the OVERCOAT MAN.

     Another distant RUMBLE. Ernest's clothes flutter in the puff
     of hot wind that signals an approaching train.

     Ernest pulls a CAN OF MACE from his belt, begins to advance.

     The Overcoat Man stands up.

     Ernest stops in his tracks.

     For he sees that the Overcoat Man is holding a large OBJECT
     in his arms. Something wet and shiny with blood.

     A dead dog.

     The Overcoat Man drops the animal.  It rolls slowly down his
     chest...

     ...and is briefly caught BY ANOTHER SET OF ARMS EXTENDING
     FROM HIS TORSO.

                          ERNEST
                Sweet Jesus...

     The Overcoat Man lets the animal fall to the ground.  He
     begins walking toward Ernest.

     Ernest backs away.

     The Overcoat Man LEAPS on him just as the SUBWAY TRAIN ROARS
     PAST!

     CRACK! Ernest's body is twisted and crunched by powerful
     arms.

     Through the strobing windows we see Ernest enveloped by the
     dark figure, then raised above, taken away.

     TRACK

     The can of mace rolls next to the track as the TRAIN CLEARS.

     The track is empty again.

                                                            CUT TO:

     INT. EXHIBITION HALL - BANNER

     We PAN across the banner:  'ARCHITECTS OF NATURE'.

     INT. EXHIBITION FLOOR

     EXHIBITS under glass set up throughout the room: Insect
     chambers and vaults of great complexity, etc.

     An opening night CROWD of affluent MUSEUM PATRONS.  All
     tuxedoes and painted smiles.  Some peremptorily peruse the
     displays; most just camp out at the buffet table.

     Peter enters, dressed in his worksuit.  He scans the
     room, sees Siri leaning against a wall by the buffet
     table, drinking an orange juice.  He goes over to her.

                          PETER
                Heya.
                     (Kisses her on the cheek.)
                Where's the boss?

     Siri gestures to the far end of the room.  Susan stands
     alone, sipping a chardonnay by an ANT MOUND exhibit.

                          SIRI
                Ant mound.

     Peter notices Siri seems unusually weary. She covers one
     of her eyes.

                          PETER
                You okay?

                          SIRI
                It's just a headache.  We were
                sandblasting Trump Tower here since
                four this morning.

                          PETER
                Maybe you should sit...

                          SIRI
                I'm fine. Go talk to Susan.  She could
                use a good word right now.

     She nods for him to go ahead.  Peter leaves.

     Siri closes her eyes.  She rubs the bandage around the
     insect bite on her hand.

     PETER

     approaches Susan.  She's staring through thr glass panes
     of the exhibit at the crowd of patrons.  In the
     refraction, their black tuxedoes and evening gowns seem
     to blend into one another.

                          PETER
                Great crowd.

                          SUSAN
                No such thing, baby.

     She looks over at the crowd congregated around the
     buffet table.

                          SUSAN
                I get the feeling they came more for
                the potroast than the apterids.

                          PETER
                Fuck 'em.  They don't know what
                they're missing.

                          SUSAN
                     (Distantly)
                Right.

     Peter looks at her.

                          PETER
                What's wrong?

     Susan sighs.

                          SUSAN
                Oh...nothing that a little
                menopausal's pee daikiri couldn't
                cure. Least that's what I thought.

     Peter looks at her, notices that one of her hands is on
     her stomach.

                          PETER
                     (genuinely moved)
                Oh, no, you were-

                          SUSAN
                I was just late.

     Susan nods.  Peter takes her hand. They sit by the ant
     mound.

                          SUSAN
                Ironic, don't you think?  These guys
                can hatch hundreds of offspring in a
                single clutch of eggs, right? And
                here we are...

                          PETER
                Susan, we're not b-

                          SIRI (OS)
                Susan?

     Susan looks up to see Siri standing on the other side of
     the glass case.

                          SIRI
                     (Weakly.)
                I'm sorry.  I think...I need...

     One of her eyes is completely bloodshot. Her mouth is
     bleeding. She puts her hand on the case to steady
     herself.

     Her fingers leave a STREAK OF BLOOD on the glass.

                          SUSAN
                Siri...

     Siri collapses.  The exhibit tips over.

     Peter pulls Susan out of the way just as the exhibit
     FALLS AND SMASHES TO THE GROUND!

                          SUSAN
                Siri!

     The room erupts into COMMOTION.

     Susan and Peter run to Siri, who lies unconscious on the
     floor.

     Peter gently turns her over.

     Siri's BLEEDING from the corner of her mouth.  Just like
     the Chinese workers in the sweatshop.

     Tuxedoed people encircle her next to the insect mounds.

                                                  SMASH CUT TO:

     EXT. NEW YORK STREET - NIGHT

     An ambulance races down the avenue toward a distant
     hospital.

     INT. HOSPITAL - HALLWAY

     Siri is rushed on a gurney toward the Emergency Room.

     Peter and Susan walk next to it talking to DR. CHRIS
     RAYMOND, a 35-year old ER physician.

                          PETER
                ...I think it's some kind of systemic
                infection, Chris.  I saw a few cases
                like it yesterday. A sweatshop in
                Canal.

                          RAYMOND
                     (to Peter.)
                Okay, look.  You better come in with
                me.  Help me through.

     INT. EMERGENCY ROOM

     Raymond, Peter, and several other ER STAFF work on Siri,
     now lying on an operating table.

                          RAYMOND
                     (To Peter)
                All hands on deck, Pete. Remember the
                dril?

                          PETER
                It'll come back to me.

     RAYMOND inspects Siri's wounded hand.  The bandage has
     been removed.  The bite-wound is infected and
     suppurating.  A large red circular RASH around it.

                          PETER
                Looks like a Lyme disease rash.

                          RAYMOND
                It's not consistent with the internal
                bleeding. Any idea what bit her?

     Peter shakes his head.

                          RAYMOND
                I think we're gonna need to have that
                specimen here.

     An ASSISTANT finishes inserting a catheter down her
     throat.

     Blood and fluid leak up through the clear tube.

     ABOVE THE OPERATING THEATER.

     Staring down through the circular glass deck, Susan
     silently observes the procedures.

                                                            CUT TO:

     INT. MANNY'S APARTMENT - NIGHT

     Salmon-colored LIGHT slants in from sodium vapor streetlight.
     PAN through the shadowy room, past Manny's sleeping form to
     Chuy, asleep under a tent made of an old Star Wars blanket.

     A RHYTHMICAL CLICKING SOUND is heard from outside.

     Chuy pops his head out from under the blanket, listening.

     EXT. FIRE ESCAPE - NIGHT

     Wearing only his pajama bottoms, Chuy steps out on the fire
     escape with his spoons in hand.

     The CLICKING RESUMES from the building across the street.

     OVERHEAD VIEW

     The barefoot little boy crosses the street, steps through the
     center of the huge PAINT STAIN on the sidewalk.

     The CLICKING sound comes again.

     STREET LEVEL

     The CLICKING comes again from inside the flophouse.  It
     continues a little bit, then stops.

     Chuy CLICKS his spoons together, mimicking the sound.

     Beat.  A CLICKING from within again; almost an answer.

     Chuy ducks under the yellow DOH tape, walks toward the front
     of the building.

     He comes to the boarded entrance.  There is a hole, narrow,
     and low in the doorway.

     Chuy squats, begins to wriggle through it.

     INT. FLOPHOUSE - LOBBY

     Chuy steps into the lobby.

     The CLICKING comes again, from further inside.

     Chuy moves to find it.

     CHAPEL

     Bits of STREETLIGHT slant in.  Chuy walks slowly, listening.

     He steps into the SHADOW of a LOOMING FIGURE.  He turns...

     CHUY'S POV - CRUCIFIX

     We start on bleeding, nail-pierced feet, then TILT up the
     twisted body to the face of Jesus, looking down.

     CHUY

     stares without emotion at the plaster figure.

     MOVEMENT to his side.  He turns again.

     A dimly-lit FIGURE stands before him.

     Shapes fold and regroup in the darkness, resolving into the
     tall figure of the OVERCOAT MAN.

     The Man begins to emit the CLICKING NOISE from under his
     chin, his whole head VIBRATING.

     Chuy smiles.  He has a beautiful smile.

                          CHUY
                Mr. Funny Shoes.

     He plays his spoons, imitating the sound the figure made.

     He is answered...but this time, it's from the other side of
     the room. We PAN as he turns.

     ANOTHER OVERCOAT MAN appears in the shadows.

     Chuy GIGGLES, delighted.

                                                            CUT TO:

     INT. HOSPITAL - WAITING ROOM

     Susan and Peter.

                          SUSAN
                ...you don't even know what you're
                looking for.

                          PETER
                You said that thing was big as your
                hand.  I don't think I'm going to
                miss...

                          SUSAN
                Why take the chance?  Just let me go
                down there with you...

                          PETER
                No.

     Susan glares at him.  Peter sits down by her.

                          PETER
                Susan, listen to me:  you handled
                that insect almost as much as Siri...

                          SUSAN
                It didn't bite me.

                          PETER
                I know.  But if it was carrying
                something...there's a chance you
                could have been exposed.

     Susan is silent.

                          PETER
                Chris is going to run some blood
                tests on you.  I want you to stay here
                till he's absolutely sure you're
                clean.  Okay? Then you'll call me...
                You'll catch up with us...

     Susan looks up at him. Finally, she nods.

                          PETER
                We'll be all right, Sus.  I promise.

     He leans over, kisses her gently.  But Susan seems
     hardly reassured.

                                                            CUT TO:

     INT. MANNY'S APARTMENT - PREDAWN

     The blue hours before dawn. Laconic movement outside.  New
     York dragging itself out of bed.

     We FIND Manny fixing some melted cheese sandwiches on a hot
     plate. He addresses Chuy's tented bed behind him.

                          MANNY
                My father saw me stay in bed, he'd go get
                a pitcher. Cold water, whoosh, I tell you
                that's some alarm clock, brrrrr!

     Manny cuts the bread in four equal sections and arranges them
     in a star-shaped pattern. A breakfast ritual of some kind.

                          MANNY
                Ah! There you go! The way you like 'em,
                Chu-chu...
                     (He pours a glass of milk.)
                We're low on milk, you remind Grampa to
                pick some up tonight, okay?

     He walks over to Chuy's tent bed. He pulls the sheets aside.

     His grandson is gone.

                                                            CUT TO:

     EXT. SEWAGE FILTRATION PLANT - PREDAWN

     Sewage water BUBBLES in huge tanks.

     A WORKMAN walks down catwalks above the tank, disengaging the
     larger pieces of debris from the filter areas with grappling
     hooks.  Shoes, tires, rags...

     A GRINDING SOUND is heard.  The Workman YELLS out to a
     CONTROL BOOTH above.

                          WORKMAN
                Hold up!  We gotta block on filter D.

     SOUND of the pump coming to a halt.

     The Workman walks to the filter area.  He sinks his grappling
     hook into the polluted waters.

     UNDERWATER SHOT

     Spooky, silent. The grappling hook moves like a scythe to the
     filter...

     ...past long, soft filaments of RAGGED TISSUE...

     ...and connects with a LARGER FORM.

     ABOVE WATER

     The Workman feels the grappling hook connecting.  He gives a
     YANK, hooking whatever it is.

     He begins pulling it up.

     A PALE FORM bubbles to the surface.

     The Workman's face goes pale.

                          WORKMAN
                Oh, God...

     A grating VOICE from the control booth is heard over the P.A.

                          CONTROL BOOTH
                          VOICE
                What's the problem?

     It take the Workman a moment to speak.

                          WORKMAN
                I think it's a baby!

     The Workman pulls the form (as if that will do any good)
     toward the edge of the tank.

     He bends down, and now gets his first good look at it.

     The Workman SCREAMS.

     His grappling hook falls from his hand, into the sewage.

                                                            CUT TO:

     INT. HOSPITAL - ICU WARD

     Susan watches Siri from behind a pane of glass.  Siri is
     connected to a respirator, her vital signs monitored by
     several machines.

     Raymond approaches Susan, two cups of coffee in his
     hands.

                          RAYMOND
                How you feeling?

                          SUSAN
                You tell me.

     He smiles, gives her one of the cups.

                          RAYMOND
                Your blood tests were all negative.
                You checked out.

     Susan visibly relaxes.  She looks back at the ICU ward.

                          SUSAN
                What about Siri?

                          RAYMOND
                She's stable.  I don't think there's
                any immediate danger, but we'll have
                to keep her under observation...

                          SUSAN
                You think it's some form of
                Strickler's, don't you?

     Beat.  Raymond shrugs.

                          RAYMOND
                Pathology's still working on the
                tissue samples.  If it is...it must
                be an errant strain.  Shorter
                incubation period.
                     (Beat.)
                I'm sorry, Sue.  We just don't know
                yet.

     INT. HOSPITAL - BATHROOM

     At the sink, Susan runs water over her hands, her face,
     trying to collect herself.  She looks up in the mirror.
     We see that her eyes are swollen, tear-stained.

     INT. HOSPITAL - HALLWAY

     She walks out of the ladies room, drying her face with a
     paper towel.

     SOUNDS of a nearby argument catch her attention.

                          JEREMY (OS)
                ...how many times I gotta tell you,
                man: we can't accept this!

                          EMT (OS)
                Well, what the hell else am I suppose
                to do with it?

     Susan heads in the direction of the voices.

     INT. HOSPITAL - HALLWAY NEAR MORGUE

     An ORDERLY (JEREMY) argues with an EMT.  Their point of
     contention:  a small FORM lying on a stretcher.

                          JEREMY
                Take it out back and throw it in the
                friggin' dumpster!

                          EMT
                Not unless somebody signs for it.

     Susan walks toward them, catches sight of the tiny form.

     Her eyes go wide.

                          SUSAN
                Oh, my God.

     Jeremy notices her.

                          JEREMY
                Hey, you can't...

                          SUSAN
                What's your name?

                          JEREMY
                Jeremy...

                          SUSAN
                Okay, Jeremy...go get Dr. Chris
                Raymond, will you?

                          JEREMY
                Lady...

                          SUSAN
                Did you hear me?  Get Dr. Raymond!
                NOW!!

     Jeremy hesitates.  But if her tone wasn't enough, the
     stare she gives him certainly is.

                          JEREMY
                Okay.

     Jeremy backs away, takes off down the hall.

     Susan approaches the stretcher.

                          SUSAN
                     (To EMT)
                Where'd you find it?

                          EMT
                Washed up at the filtration plant on
                Bank street. Some asshole there
                thought it was a baby. They called
                us.

     Susan bends over it.  She covers her mouth and nose at
     the stench.

                          EMT
                It's a lobster, right?

     But it's not.  What lies on the stretcher before them
     looks more like a demon from a Brueghel painting.

     A THREE FOOT INSECT.  It's mephitic, pink-white body is
     rotten, falling apart.  The head's intact, with strange,
     large jaws thrown wide open. The chitin on one is half
     gone.

                                                            CUT TO:

     INT. SUBWAY LOCKER ROOM

     Josh deposits a backpack full of equipment on the floor,
     along with a small acrylic cage. Peter trains his FLASHLIGHT
     into the bank of lockers.

     Leonard, weary and pissed, looks at his watch.

                          LEONARD
                Better hurry it up, Doc. My shift's
                almost over.

     Josh hands him a piece of paper.

                          PETER
                Guess someone requested you for
                overtime...buddy.

     Peter braces his legs and tries to push the whole bank of
     lockers clear--the locker section tips and falls with an
     ENORMOUS BANG, which echoes loudly off the tile walls. Dust
     flies everywhere.

     When the dust settles and flashlights are focussed on the
     area of the wall where the lockers stood, we see a LARGE
     HOLE.

                                                            CUT TO:

     INT. MORGUE - DAY

     Using a steel probe, Susan examines the dead insect.

                          SUSAN
                Posterior sternites are gone...half the
                protonum rotted off.

     Raymond lifts one of the wings.  A CLUMP OF WHITE LARVAE
     feasts on the flesh underneath.

                          RAYMOND
                Maggots...

                          SUSAN
                Near hatching.  Thing must've died about
                three weeks ago.

     Susan closes the mandibles and examines them.

                          SUSAN
                Do you have a polaroid?

                                                            CUT TO:

     INT. SUBWAY TRACKS

     Water DRIPPING from overhead, ECHOING footsteps- very
     spooky.  Leonard leads Peter and Josh down the tunnel-

                          LEONARD
                You all watch your step.  We got some
                burrows goin' down seven stories
                here.  You fall, I don't wanna have to
                come pick you up.

                          JOSH
                     (Whisper to Peter)
                New York's finest.

     Monumental archways give way to naves as big as Notre Dame.

     Josh flashes the ultra-violet light over an abandoned
     underground encampment, made of cardboard walls, electrical
     wiring, elaborate debris kitchens. The walls are completely
     taken by layer after layer of hand carved initials and
     messages. Everything from "Kilroy was here" to
     elaborate quotations from the bible.

                          JOSH
                There's really people living down here?

                          LEONARD
                Mole people. This section was pretty
                popular, all the way to Fulton Street...

     Their flashlights shine in a haze of brown dust. The air is
     heavy.

                          LEONARD
                Substance abusers, mental cases... Then
                about a year ago, Poof! All gone. Rumors
                got started... Someone found a couple of
                stiffs...

     They work their way down a steep incline. They're covered in
     sweat.

                          LEONARD
                Down here's the land of talk, see? So the
                wildest version goes the farthest. They
                mark that area with a sign or a drawing,
                and its as good as closed.
                     (chuckles)
                We had one fella... for years said he was
                Bela Lugosi. Got him on Geraldo.

     Peter's cellular rings. He picks up -big static-

     INTERCUT WITH:

     MORGUE

     Susan's got the phone up on her shoulder, clamped against her
     ear. Raymond's cranking out a bunch of Polaroids. Color shots
     of the insect, from every angle.

                          SUSAN
                It's me. Can you hear me?

                          PETER
                     (phone, barely audible)
                Yeah, barely. We haven't found
                anything down here. Nothing...

     Jeremy goes to the fridge for a beer.

                          SUSAN
                I have.

     The fridge light plays over the large insects jaws. It makes
     out a few new ridges and valleys. Raymond snaps a couple of
     Polaroids.

                          SUSAN
                I'm on my way. I've got something for you
                to look at...

     Susan notices something weird and undefinable about the
     contours of the claws... But she can't put her finger on
     it.

     BACK AT THE TUNNEL

                          PETER
                We'll be back at the platform in...

                          LEONARD
                20 minutes. If you don't go sight-seeing
                anymore.

                          PETER
                     (To phone.)
                20 minutes.
                     (Beat.)
                Susan?

     The call is lost. Peter tries to change frequencies, but it's
     useless.

     Peter replaces the phone in his pocket.  He walks off.

                          LEONARD
                Funny.  Shoulda seen some track
                bunnies by now.

                          JOSH
                What?

                          LEONARD
                Track bunnies.  Rats.  They're
                usually around.

     No one notices the OVERCOAT MAN carving on the wall.

                                                            CUT TO:

     INT. MANNY'S APARTMENT - NIGHT

     On Manny's dining room table, a heap of unpolished shoes has
     accumulated. The radio is playing a sad, elegiac Tango.

                          MANNY
                No, no, please understand... I can't
                wait that long.

     Looking disheveled and tired, Manny clutches the phone,
     listening intently.

                          MANNY
                Please. I write it down.
                     (he writes)
                2... 8... 7... 3. What does this mean
                "case number"? Okay. So, now what?  When
                can you...?

     He holds a color snapshot of Chuy sitting on a mailbox.

                          MANNY
                No, I can't wait...no, listen...

     Click. Manny slowly hangs up. He stares at his notepad, at
     the number 2873.

                          MANNY
                Hijos de puta.

     He crumples it up, throws it away, crosses to the window,
     picks up Chuy's last wire figure-

     FIGURE, CLOSER

     Another human-looking figure, long and thin, but with
     something slightly off about it.

     It has six limbs instead of four!

     MANNY

     frowns, looks down at the dark flophouse across the street.

                          MANNY
                Mr. Funny Shoes.

     Distant thunder is heard.

     BATHROOM CABINET

     Manny takes a STRAIGHT RAZOR from the bathroom cabinet, opens
     the blade.

     EXT. SUBWAY STATION - DAY

     Susan arrives at the stairs leading down to the subway
     station. A COUPLE passes her on their way up.

     A sign over the entrance says "STATION WILL CLOSE FOR REPAIRS
     AT 3 PM - TOKENS ONLY". Susan looks around- the area is semi-
     deserted, a bit creepy.

     She takes a deep breath, descends.

     INT. SUBWAY - DAY

     Susan pushes through the turnstile, enters the long corridors
     of gleaming tile, a somewhat de-humanizing atmosphere,
     straight out of a George Tooker painting.

     Very creepy.  Susan's footsteps ECHO in the empty tunnel.
     She sneaks a nervous glance over her shoulder- nobody is
     following her-

     PLATFORM "A" DELANCEY

     Susan observes the locker room door impatiently. A small crew
     of REPAIRMEN are dismantling a row of fluorescent lights.

     She sits and waits.

                                                            CUT TO:

     INT. DEEP IN TUNNEL

     Peter, Josh and Leonard walk through a darker area. The
     floor beneath them suddenly changes, becomes tile.

                          JOSH
                     (Sniffing)
                Smells like acid.

     Peter stops, looks around.

                          PETER
                Ammonia.

     Josh walks to the right, where the smell seems to emanate
     from.  At last they come to

     INT. VAULTED AREA - CONTINUOUS

     Josh LIGHTS a flare, sets it on the ground, walks ahead.  The
     ominous RUMBLE of a subway is heard in the distance.

     A cracked WATER MAIN above.  Water dribbles to the ground.

                          JOSH
                Peter...

                          PETER
                Yeah...?

                          JOSH
                There's some weird shit here.

                          PETER
                Weird shit...?

                          JOSH
                Take a look.

     Leonard shines his flashlight ahead.

     Revealed, quite literally, is a world of shit.

     LARGE FECES scattered everywhere:  on the floor, hanging
     sausage-like from the ceiling.  One can almost taste the
     stench of old ammonia.

     Peter puts on a rubber glove, inspects one of the fecal
     stalactites.

                          JOSH
                Fecal matter, unknown origin: weird
                shit.
                     (Beat)
                Whatever it is, it's not human.

     Josh breaks off a sample, drops it in a jar with a hard
     THUNK.  Leonard turns away in distaste.

                          LEONARD
                And it needs some metamucil.

                                                            CUT TO:

     EXT. FLOPHOUSE - NIGHT

     It's raining like hell. Manny approaches the abandoned
     flophouse.

     He peeks through the boarded-up front entrance. Right there,
     on the dusty lobby floor, clearer than the larger
     shoeprints...

     ...he discovers a trail of tiny, barefoot prints.

                          MANNY
                Chuy...

     He kicks experimentally at the planks, but they're far too
     strong.

     ALLEY

     Manny explores the opposite face of the building, looking for
     a way in.

     A DOG is BARKING incessantly. Manny turns.

     Something moves in the shadows!  Something long and thin,
     haloed  by the rain.

     It moves again, the streetlight touching it for a fleeting
     moment as it totters around to the rear of the building.
     It's The Overcoat Man!

     The man hurries past. Manny sprints after him.

     ALLEYS

     Manny comes running around a pile of grocery crates.

     There is the OVERCOAT MAN.

     CARGO WORKERS mill around a group of vegetable trucks,
     unloading produce.

     The OVERCOAT MAN attracts no attention. Keeping his head
     down, staying near the shadowed buildings. Jumping and
     hopping, he skitters into an alley.

     FOLLOWING

     Manny has to trot to keep up with the mysterious figure. He
     pauses to take a pill and place it under his tongue.
     Once it takes effect he moves on.

     The OVERCOAT MAN has moved past a chainlink fence. How??
     It's too high!!!

     The old man squeezes through a jagged opening. The metal
     fabric cuts his shirt.

     On the other side: a dead end. Nowhere to go except
     for...

     A SEWAGE GRATE

     Manny lifts it.

     SEWAGE PIPE

     Manny lands on his feet with considerable difficulty. He
     flicks his lighter flame and opens the straight razor.

     This pipe is carpeted with trash and a thick crust of dirt.
     Something moves under a wet newspaper: a thick mass of long-
     legged spiders dissolve onto the walls and floor.

     Suddenly...the distant sound of spoons playing.

                          MANNY
                Chuy...

     Manny pulls a rosary from his pocket, wraps it around
     his wrist and crosses himself with the razor...

     ...then begins to move down the pipe.

                                                            CUT TO:

     PLATFORM "A" DELANCEY

     Susan examines the Polaroids.  She pulls out a payday bar.

     The crew of repairmen are leaving.

                          REPAIRMAN
                Hey, Lady, all power will be down in
                five minutes, okay?

                          SUSAN
                Okay....

     She munches on the bar. She stops: one snapshot has caught
     her attention.  The fridge light illuminated this photograph.

     Susan turns it around... and around... Trying to find
     something different in the lines.

     A train roars by.

     Then she notices it:

     THE POLAROID

     The closed jaws. They look like A HUMAN FACE.

     SUSAN

     Gets up nervously and heads for the dor to the locker room.

     A whole row of lamps goes off. The rest flickers in and
     out.

     Then we see, now standing on her platform: THE OVERCOAT MAN!!
     He looks at her between a row of columns under the dead neon
     lights.

     Susan tries the locker room door. It's unlocked.

     INT. LOCKER ROOM - SUSAN

     carefully crosses the floor to the bank of lockers.

     She kneels to examine the hole in the wall.  She nears a
     noise.

     THE OVERCOAT MAN is moving toward her.

                          SUSAN
                Peter?

     OVERCOAT MAN

     The man's face TIPS BACK...

     ...raising the complex, glittering INSECT HEAD FROM BEHIND
     ITS MASK-LIKE FRONT JAWS.

     Its multi-parted MOUTH clicks OPEN.

     Susan SCREAMS!

     The thing charges, its "coat" opening to reveal...SIX
     LEATHERY WINGS, fully extended! The wingspan blocks the
     whole tunnel, they vibrate rapidly.

     Susan tries to run, but the creature -- hereafter known
     simply as "The Mimic" -- LEAPS ONTO HER CHEST!

     She's dragged screaming into the hole.

     Their silhouettes recede rapidly amidst a confusion of legs,
     wings and pipes.

                                                            CUT TO:

     INT. VAULTED AREA

     Peter and Josh put the fecal samples into the back-pack.

     Leonard stands at the other end of the area. He inspects some
     OLD SCAFFOLDING set up at an opening which leads to

     THE REMAINS OF AN OLD STATION

     fifteen feet below.

                          LEONARD
                I've never been this deep. This area
                here is the Old Armory station. They
                built it in the 40's. Ran out of money
                half-way through...

     It's like Grand Central's dead little brother. Tiled mosaic
     walls, columns, monumental arches. Spaces for shops. A group
     of abandoned turn-of-the-century subway cars on parallel
     tracks.

                          LEONARD
                Okay, the fat lady's singing. Time to go.

     Everything is gray with dust.

                          PETER (O.S.)
                     (To Josh)
                I want a team in here by six tonight,
                hands and knees with toothpicks...

     Leonard squints down at the planks of the scaffolding.

     A NYMPH -- big as the one seen earlier -- emerges from a pile
     of nearby feces as if it were part of the mound.

     Keeping his eyes fixed on the insect, Leonard coolly bends
     down, picks up a ROCK.

     PETER

     putting the last sample boxes into the back-pack, looks up
     and sees

     LEONARD

     step onto the scaffolding, raising the rock to crush the
     nymph.

                          PETER
                Don't!!

     SMASH! Leonard tosses the rock at the insect, crushing it.

     Peter rushes to the insect's corpse on the scaffolding.

                          LEONARD
                Did you see the size of that thing?!

                          PETER
                Look what you did! You stupid sonofa-

     A CREAK from the scaffolding at their combined weight.

     Leonard grabs Peter, tries to pull him from the scaffolding.

     CREEEEAAAAAK!

     THE ENTIRE SCAFFOLDING GIVES WAY!

     Buckling diagonally...

     ...taking Peter and Leonard with it...

     CRASH!  Both Peter and Leonard are thrown to the ground of
     the station below.  The scaffolding falls around them.

     JOSH

     rushes forward.

                          JOSH
                Peter!

     PETER AND LEONARD

     stir in the wreckage.  Peter rises shakily.  He puts his
     glasses on. One of the lenses is badly smashed.

                          PETER
                It's okay.  I'm all right.

     He tries to help Leonard up; Leonard knocks his hand away.

                          LEONARD
                Get the hell away from me!

     Peter looks up at Josh.

                          PETER
                     (Deadpan)
                He's all right, too.

     Leonard brushes himself off, checks out his walkie-talkie.
     It's been broken in the fall, a tangle of plastic and wires.
     He curses under his breath.

     Peter checks the wall for a handhold.  But there's only
     smooth tile and dust.

                          LEONARD
                Oh, that's gonna work.

                          PETER
                You got a better way up?

     Leonard removes his badge, tosses it up to Josh.

                          LEONARD
                     (To Josh.)
                Show that to the station manager.  Tell
                him Leonard's gonna have his bubble-butt
                he don't have someone down here in ten.

                          JOSH
                H-how do I get...?

                          LEONARD
                Way we came.  Take the first tunnel to
                your right...

     Leonard's voice echoes off the cavernous walls. Josh
     hurriedly writes it down in his notebook.

                          LEONARD (OS)
                Go left.  Go left again till you hit the
                fork... Then right again. You got that?

                          JOSH
                I think so. One right, two lefts...

                          LEONARD
                And a right.

                          JOSH
                Right.

                          PETER
                Go Josh. Now.

     Josh obeys.

                                                            CUT TO:

     INT. NICHE

     We hear a persistent BEEPING...

     A concrete ROOM filled with glimmering debris. Cans,
     eyeglasses, fake teeth, chrome, foil, glass shards, broken
     watches.

     Susan lies unconscious, half-sunk in a mulch of decomposing
     food, old newspapers, plastic garbage bags.  An inch of brown
     WATER burbles past her bloody head.

     SOMETHING jostles her, rocking her back and forth.

     Her eyelids slowly open.

     A HUGE MIMIC IS PERCHED ON HER BODY!

     Its WINGCASE is drooped around her like a shroud. The
     creature furiously tears at her jacket, trying to get at
     Susan's beeper.

     The beeper spills from her pocket along with several Pay Day
     bars.  The Mimic CRUSHES the machine instantly, then chomps
     up all the candy bars with a single move of its mandibles.

     Susan watches in terror as the creature steps away.

     A SOUND from an adjacent tunnel.  Susan looks...

     ...and sees ANOTHER MIMIC pulling the REMAINS OF A MAN into
     the darkness.

     Susan gropes around her in the soggy debris, looking for some
     weapon.

     SUSAN'S HAND

     Her fingers close around a three-foot piece of RUSTY PIPE.

     Something dark drips on her hand.

     SUSAN

     looks up. Above her, a badly decomposing HUMAN FOOT, or what
     is left of it.  All part of the excarnated corpse of the
     Chinese Preacher.  His gold cross shines boldly in the dark.

     Susan GASPS.

     THE MIMIC

     hears the sound.  It immediately SKITTERS back to her.

     SUSAN

     jerks herself sideways...

     AND STABS THE PIPE into the Mimic's thorax with a wet CRRK!

     Susan heaves herself up, pushing the thing onto its back.

     The Mimic BUZZES furiously, milky WHITE FOAM pumping from the
     wound.  Its legs slash the air as it tries to right itself.

     Susan runs for the tunnels, debris falling from her clothing.

                                                            CUT TO:

     JOSH

     comes to a t-junction.  He checks his notepad for the
     appropriate direction.

     He turns, heads left.

                                                            CUT TO:

     INT. TUNNELS

     Susan staggers through a dark PASSAGEWAY.  Water drizzles
     into her grimy face.  She looks up.

     Rain leaks from an overhead grate three stories up.  She can
     see the SHOES of PEOPLE walking to and fro above.

                          SUSAN
                HELP!!!

     EXT. STREET ABOVE - NIGHT

     Life as usual on Delancey street.

     Pedestrians crisscross the metal grate, hunched under their
     umbrellas.  Traffic noise, T.V. displays on street front
     stores, boom boxes, car horns...

     They drown out the tiny sound of Susan's voice...

     SUSAN

     hears distant FEET SCURRYING toward her, punctuated by a
     metallic CLANG!  CLANG!  CLANG!

     SIDE TUNNEL

     CLANG!  The metal pipe, still imbedded in the Mimic, BANGS
     the wall as the insect moves down the dripping narrow tunnel.

     SUSAN

     looks around frantically.  She crosses to a METAL LID on the
     floor, lifts it.

     A HOLE is below, dropping off into darkness.

     The Mimic's CLANGING grows louder.

     Susan sits herself on the edge of the hole, grasping the
     metal lid by handles on its underside.

     The Mimic rushes into the chamber, speeding toward her...

     Susan JUMPS into the hole, hanging onto the lid...

     WHANG!  The lid SLAMS SHUT over the hole a fraction of a
     second before the creature reaches it.

     The Mimic touches the lid with its antennae, confused.

     INT. HOLE

     The TICK-TICKING of the Mimic's antennae scanning the lid.

     Susan hangs from the handles on the lid, her arms trembling.

     Susan's strength gives out.  She lets go, falls.

     PIPE GALLERY

     Susan CRASHES onto a juncture between two large PIPES.

     She MOANS in pain.

     CLOSER - SUSAN

     secures her position, looks down.  A seemingly bottomless pit
     below, crisscrossed with a FOREST OF PIPES AND DUCTS.

     The nearest pipe above her is well beyond reach.

     She is trapped.

     Then she hears the SOUND of the LID OPENING above.  She holds
     her breath.

     A faint YELLOW LIGHT of a lighter flickers down at her.

                                                            CUT TO:

     WET SECTION

     Josh cautiously enters a vaulted area.  Old pipes have been
     ripped from the walls.  WATER gushes over the steel-plated
     walls.  He looks around- this doesn't seem familiar.

     Josh freezes as he sees something behind a loose metal PLATE
     on the wall.

     He yanks at the plate- it gives a little bit. He yanks
     harder- the plate falls down on one side, hanging
     precariously from a loose bolt.

     It reveals A HOLE PACKED WITH DOZENS AND DOZENS OF OOTHECAS.

     He leans close to examine them- there is a NOISE in the
     tunnel behind him-

     JOSH'S POV - WATERFALL

     A curtain of WATER falls over the side of a pipe onto the
     floor.  Behind it, something ENORMOUS crawls into view.
     Multiple legs, antennae, an elongated body distorted by the
     water and the light of a flare.  It stops-

     JOSH

     Holding his breath and tiptoeing sideways, never taking his
     eyes off the thing, Josh begins to move away.  He sees a
     narrow OPENING in the wall- there seems to be dim LIGHT
     coming from something beyond it.  He tries to squeeze through
     the opening-

     MIMIC

     The creature is immobile behind the sheet of water, as if
     mesmerized by its flow-

     PIT - JOSH

     With tremendous effort, Josh passes through the opening.

     He finds himself inside a bowl-shaped mud hole.  Scattered
     around him he sees FUNNY BUNNY PATCHES that were sewn in the
     sweatshop.  He trips on a half-buried SEWING MACHINE.  He
     looks up-

     Above him is a grate.  He's come to the SHOWER ROOM of the
     sweatshop!

     INT. SWEATSHOP SHOWER ROOM

     Empty now, except for the rusting sewing machines in a
     corner.  We TILT to see Josh moving the grate away.  He
     jumps- no way he can grab onto the slippery tile-

     HIS HANDS SLIDE!!

     PIT

     Josh puts the old sewing machine upright.

     OUTSIDE

     Suddenly, the bolt hinging the plate gives way and... the
     steel plate hits the ground: KLANGG!!

     THE MIMIC

     leaps into action!

     PIT - JOSH

     hears the CLICKING, fairly close.  He shines his light back
     down the hole he entered through-

     JOSH'S POV - THE MIMIC

     moves past the waterfall and takes the wall at full speed.

     JOSH

                          JOSH
                Oh shit, oh shit, oh shit!

     He stands on top of the sewing machine, wobbling, reaches for
     the floor above-

     SWEATSHOP SHOWER ROOM

     Josh's head and one shoulder are in through the hole.  His
     arms tremble. He makes a desperate lunge and manages to grab
     the POWER CORD of one of the abandoned sewing machines.

     THE MIMIC

     rushes through the opening without even slowing down.

     JOSH

     pulls himself up, up-  WHAM!  The Mimic hits the lower part
     of his body, BLOOD spraying up through the hole.  He SCREAMS,
     grasps the cord with both hands!

     He is brutally YANKED down into the hole, the sewing machine
     tipping, then dragged across the tiled floor till it wedges
     violently in the hole!

     We track over to reveal, one of Chuy's perfectly
     executed WIRE SCULPTURES. Sitting atop another sewing
     machine.

                                                            CUT TO:

     INT. REMAINS OF THE SUBWAY STATION

     A ring of FLARES burns in the darkness like an island.  Peter
     lights another one, revealing a space buried in layers of
     dust and time.

     Cracked MANNEQUIN FACES stares out from an unopened TAILOR
     SHOP.  A FLOWER PARLOR decorated with cobwebs.  A yellowed
     NEWSPAPER on the floor, its headlines reading:  GERMAN TROOPS
     DRIVEN BACK ACROSS RHINE.

     Peter looks up to see Leonard approaching from the track.

                          PETER
                Any luck?

                          LEONARD
                Well...there's an old service elevator
                half a mile down the tracks.  Ain't gonna
                be much use, though.  Lines are dead.

     Peter shines his flare up at a thick cord of cables which HUM
     ominously with electricity.

                          PETER
                You said those cables're still live.
                Can't we rewire...?

                          LEONARD
                Oh, man, there you go again.

                          PETER
                What?

                          LEONARD
                Those things bring juice to the new
                stations.  You just can't rewire that
                shit...

     Peter approaches him.

                          PETER
                For Chrissakes, what's the problem?
                You need a memo every time you fart?

                          LEONARD
                All right, motherfucker, that's it.

     He pushes Peter violently. Their eyes lock and meet.
     Inches away from a fistfight.

                          PETER
                Shh! Shh!

     A SOUND rushing towards them, its echoes increasing by the
     second.

     Where is it coming from?

     Peter looks at Leonard.  Leonard unbuttons his holster clip,
     places his hand on his .22

     A SHADOW appears outside the archway.

     It steps onto the platform.

     Leonard frowns.

                          LEONARD
                     (tentative)
                Manny?!

     The old man stumbles out of the darkness, out of breath. A
     rusted crowbar in his hand.

     Leonard walks over to him solicitously.

                          LEONARD
                My God, what the hell are you...?

                          MANNY
                Hurry, the woman needs help!

     A shadow crosses Peter's face.

                          PETER
                Woman?

                                                            CUT TO:

     INT. PIPE GALLERY

     OUTSTRETCHED HANDS in the darkness.

     REVEAL Peter leaning across the void with one hand while
     Manny and Leonard grip his other.

     Susan below, balancing precariously on the crisscrossing
     pipes. A mess, but still alive.  She reaches up to Peter.

     It's too far.

                          SUSAN
                     (A whisper)
                Don't.

                          PETER
                Listen to me:  we're getting you out.

     Leonard and Manny pull Peter back into

     INT. TUNNELS

     Peter undoes his belt.

                          PETER
                     (To Manny and Leonard)
                Give me your belts.

     They obey. Peter buckles them together with his. He then
     loops one end around a bannister, the other around his wrist.

                          LEONARD
                     (to Manny, as he ties them
                     together)
                What are you doing down here?

                          MANNY
                Chuy. He was taken. He's down here
                somewhere...
                     (to Peter)
                Oh, please, hurry. I saw what was
                after her.

                          PETER
                What's...?

                          MANNY
                Just hurry.

     Peter takes his word for it.  He uses the belts to lower
     himself to the nearest pipe.

     Leonard LIGHTS a flare to illuminate the pipe gallery.

     Peter works his way down. The web of pipes seem to recede
     into Hades.

     The lifeline tightens.

     Peter gets to the last solid footing, lies down on his
     stomach and lets the belts down.

                          PETER
                I'm coming, Sus, I'm coming.

     But then, he sees something move below her. Then a hollow
     CLANG! CLANG! CLANG!

                          SUSAN
                No, Jesus, no.

                          PETER
                     (To Leonard)
                Toss the flare down!

                          LEONARD
                I only got...

                          PETER
                Just do it!

     Leonard lets the flare drop from his hand.

     It falls past them, ricocheting off the maze of pipes,
     spinning down to the pitch-black below.

     And for a split second the flame illuminates...

     THE MIMIC

     pipe in its thorax, nimbly CLIMBING THE PIPES TOWARD SUSAN
     CLANG! CLANG! CLANG!

     PETER'S

     eyes grow huge.

                          PETER
                Oh, Jesus...

     LEONARD

     just plain loses it.

                          LEONARD
                What the fuck is that?! What the fuck is
                that?!

     SUSAN

     knows all too well what's coming for her.

                          SUSAN
                     (A desperate appeal)
                Peter...

     Throwing caution to the wind, Peter reaches the belt down.

                          PETER
                Wrap it around your hand!

     Susan at last gets a grip.  Peter pulls with both arms.

     CLANG! CLANG! CLANG! Getting closer.

                          PETER
                Come on!

     Susan struggles for footholds on the slippery pipes,
     ascending foot by foot...

     Peter pulls her into his arms.

     CLANG! CLANG! CLANG!

     Peter bends down.

                          PETER
                Get on my shoulders!

     Susan steps onto his shoulders.  He pushes her up...

     And Leonard and Manny yank her out.

     CLANG! CLANG! CLANG!

     Peter scrambles up, SLAMS the lid back on the hole.

                          PETER
                Let's go!

     The four of them run.

     HOLD ON the lid.

     WHAM! It bursts from the floor, rolls away like a coin.

     INT. ABANDONED PLATFORM

     The four humans run down the empty platform.  Peter spares a
     look back.

                          PETER
                Oh, shit...

     Far down the tunnel,

     THE MIMIC HAS SPREAD ITS WINGS AND IS FLYING AFTER THEM!!

                          MANNY
                There!

     He points to the open DOOR of an ancient SUBWAY CAR.

     They sprint for the car, get to the door.  Manny, Peter,
     Leonard, then Susan...

     INT. SUBWAY REPAIR CAR

     ...tumble inside a repair car crammed with shelves and empty
     crates.

                          LEONARD
                Get the goddam door!

     Leonard and Peter both grab its handle, slide it shut...

     SPLACK!  The Mimic crashes into it!

     KLANGGG!  The door bulges out from the impact, almost
     tearing itself off the hinges.

     Susan jumps back.  Manny runs to cover her.

     The creature is caught, half in, half out, antennae and
     forelegs waving wildly!

     The abdomen CRASHES through a pane of glass.

                          PETER
                Push it! Push it! Don't let up!

     Leonard and Peter push harder, barely keeping it pinned.

     THE UPPER HALF OF THE MIMIC TEARS ITSELF LOOSE.

     WHITE BLOOD SPATTERS everywhere. The Mimic is NOW CUT IN
     HALF!

     The wings flap wildly, the abdomen shatters the safety
     window's outer panels.

     But the FRONT SECTION IS STILL ALIVE.  It scrabbles in,
     spraying white blood...

     ...drags itself up on the ceiling, then down onto the floor
     and under a row of shelves in a half-circle around the car
     till it finally comes to a halt.

     Silence.  The only sound is a SKITTERING outside.

     Susan looks outside the window.

     The Mimic's REAR HALF IS STILL TRYING TO PUSH THROUGH THE
     DOOR, its feet blindly dragging along.

     LEONARD

                          LEONARD
                What the fuck was that?

     Peter says nothing. Leonard grabs him by the shirt.

                          LEONARD
                You better tell me what the hell's
                going on here!

                          MANNY
                Hey, hey!! Take it easy!!

                          PETER
                     (to Leonard)
                We don't know!! We don't know what it
                is!

     Leonard releases Peter and, cocking his gun moves closer
     to the still thing.

                          PETER
                Wait a minute-

                          LEONARD
                Fuck you, wait a minute. I'm
                going to-

     SNAP!  The Mimic POUNCES on him, catching his leg in its
     front mandibles.

     A sickening CRUNCH as the Mimic's mouth begins to work the
     leg like a grinder-blender.

                          LEONARD
                GET IT!  GET IT OFF ME!

     Peter and Manny try to pull the thing off as Leonard falls
     and writhes on the floor.

     BAM! BAM! BAM! The men flinch away as Leonard empties his
     guns on it, until the thing's shell finally CRACKS!

     But the thing is still locked onto Leonard's leg.  Peter
     tries to work it free from the creature's jaws. No good.

                          PETER
                Its muscles are locked.

                          LEONARD
                     (Hoarse)
                Oh, Jesus!!

                          MANNY
                Wait...

     Manny removes a can of shoe polish from his coat, then starts
     smearing the stuff onto the Mimic's head and jaws.

                          LEONARD
                Oh, Jesus! It's hitting the bone man, get
                it off!!

     He lights a CIGARETTE LIGHTER, goes to touch the flame to the
     flammable stuff.

                          PETER
                     (Stopping him.)
                Hey hey hey...

                          MANNY
                Is how we make loose the ticks back home.

     Peter hesitates, but lets him go.  Manny lights the polish.

     WHOOSH...the Mimic's head is engulfed in a halo of flame. THE
     LEGS LOOSEN THEIR GRIP.

     Peter and Manny yank it free from Leonard, who's PASSED OUT
     from the pain.  His leg is torn and bloody.

                                                            CUT TO:

     INT. SUBWAY REPAIR CAR - LATER

     We now see the car is 50's vintage.  A POSTER of Mickey
     Mantle above an empty worktable.

     Peter sits before Susan.  She's trembling, understandably
     shaken from her previous experience.  BLOOD pours from a CUT
     on her forehead.

     Peter takes a bit of torn cloth, puts it to the wound, then
     tenderly raises her hand to keep the bandage in place.

                          PETER
                Just keep holding it.  Can you do that
                for me?
                     (No reponse.)
                Susan?

     Susan nods silently.  Her hand weakly presses the compress.

                          MANNY (OS)
                Doctor Tyler?

     He turns to Manny, who sits solicitously next to Leonard.
     His wound is wrapped with makeshift bandages. He begins to
     stir.

     Peter gets up, but Susan's hand is closed tightly around his,
     like the jaws of the Mimic.  He kisses her gently, then
     slowly manages to release his hand.

     He walks to Leonard, inspects his wound. Touches the sole of
     his foot.

                          PETER
                You feel anything?

                          LEONARD
                Yeah, I feel like ripping your
                fucking eyes out...

                          PETER
                Leonard, listen.  I need to see if
                there's any nerve damage before we
                carry you back.
                     (No response.)
                Look, I'm trying to help you here...

                          LEONARD
                Oh, you helped me here, all right, white
                boy.  You and your goddam memo. You
                needed to prove your point, uh?

                          PETER
                I'm sorry.  But I don't think letting you
                bleed to death is the best apology.

     Peter touches his foot again. Leonard finally nods.

     Manny gazes at the Mimic carcass at the end of the car.

                          MANNY
                Where the hell'd that thing come from?

     Peter looks at Susan.  She remains silent.

                          PETER
                     (Quietly)
                A mistake.

                          LEONARD
                "Mistake"?  What's that supposed to...?

                          PETER
                It doesn't matter, all right?  It's dead.

                          LEONARD
                How you know that?  Shit, it was runnin'
                around with its buttside gone and a
                fucking pipe through its heart...

                          SUSAN
                     (Quietly)
                It doesn't have a heart.

     Peter looks up at her.

                          SUSAN
                Just inner chambers...

                          MANNY
                But it look like a man. It... I saw it.

                          SUSAN
                No...

     She gets up, finally moving.

                          SUSAN
                That's what it wanted you to see.

                                                            CUT TO:

     OUTSIDE CAR

     The subway car sits at the end of the platform, windows dimly
     glowing in the dark. The door opens, and Manny and Peter
     snatch the lower half and wing pieces back into the car.

     INSIDE CAR - A LITTLE LATER

     The lower half of the insect has been moved into the car.
     Susan is reassembling it.

                          PETER
                So, you're saying this is like those bugs
                that -- that look like twigs or leaves
                or...

                          SUSAN
                     (shakes her head)
                That's camouflage...

     Susan displays the partly-charred head.

                          SUSAN
                This is mimicry. They evolve to mimic
                their predators. A butterfly can look
                like the eyes of an owl.  A catterpillar
                can copy a snake...

     Susan closes the multiple mouth parts into a self-contained
     bud shape, then pushes back the "face" mandibles.

                          SUSAN
                This has evolved to mimic the most
                dangerous predator it's ever had...

     She holds it in her hand, like Yorick's skull. The mimic's
     head obscenely mirrors her own. She inserts it into the
     shoulder cavity.

     She stands back.

                          SUSAN
                Us.

     CAMERA cranes up and reveals that the thing now looks like
     THE OVERCOAT MAN.

                          SUSAN
                Mantids can mimic. We gave the Judas
                that code...

                          MANNY
                     (quotes)
                "...and behold he will come that walks as
                a man, yet is not a man- ..."

                          SUSAN
                This, is our baby Peter. Yours and
                mine. Aren't you proud?

     OUTSIDE OF THE CAR - IN THE TUNNELS

     We see four shadows move fast, scuttling on the walls and
     ceiling...

     ...heading towards the car...

     INSIDE THE CAR

     A SUBWAY MAP on the wall.  Red, blue, and orange lines
     branching through the boroughs like veins.

                          SUSAN
                All these...they're like tunnels of an
                insect colony. Once these things hit a
                certain population density, they'll have
                to move out, form new colonies.

     The realization hits the others.

                          SUSAN
                We have to get help down here.  Burn
                the tunnels before...

     She's interrupted by a CLICKING from the tunnel ahead.

     It's answered by CLICKING from the tunnel behind.

                          LEONARD
                Get the doors!

     A brief glimpse down the car shows too many OTHER DOORS to
     close in time.

                          PETER
                Is there a switch?

                          LEONARD
                Third rail is dead.
                     (To Manny and Susan.)
                Get me up.  There must be a manual
                override in the booth.

     Manny and Susan help Leonard up.

                          SUSAN
                     (Whispering to Peter)
                The lights!

     Peter turns off the flashlights.

     Susan and Manny help Leonard to the car's CONTROL BOOTH.

     Peter looks

     OUTSIDE

     where the silhouette of a MIMIC moves to the rear of the car.

     CONTROL BOOTH

     Leonard opens a box on the side-wall marked MANUAL OVERRIDE.

     Inside, there is a large, HEXAGONAL SHAPED HOLE.

                          LEONARD
                     (Starts looking around)
                Where's the damn crank?!

     OUTSIDE

     The Mimic is only yards away.

     OTHER SHADOWS emerge from the distant dark.

     INSIDE

     Manny leaves Leonard and Susan to look for the lever crank.

     He runs to help Peter try and shut the doors manually.

     But it's useless.  Many of the doors won't budge.

                          PETER
                     (hissing a whisper)
                They're coming!

     OUTSIDE

     The shadows get nearer, their CLICKING louder...

     CONTROL BOOTH

     Susan looks under the dashboard, finds a HEXAGONAL SHAPED
     ROD.  The lever crank.

                          SUSAN
                I got it!

     Susan gives it to Leonard. He JAMS the rod into the hexagonal
     shaped hole.  Perfect fit.

     Leonard begins CRANKING the thing.  But it's rusty and
     slow...

                          SUSAN
                Hurry! Please!

     THROUGHOUT SUBWAY CAR

     The doors begin to swing shut very slowly.

     OUTSIDE - A MIMIC'S POV

     sees the moving doors, starts heading for them.

     CONTROL BOOTH

     Leonard can't crank fast enough.  Susan joins in, putting her
     hands over Leonard's.  Both spin the thing as fast as
     possible.

     SUBWAY CAR

     Peter and Manny each pulling on a door, trying to speed up
     the closing process.

     SHADOWS are seen approaching, now very close.

     CONTROL BOOTH

     Leonard and Susan put all their effort into turning the crank
     one more time...

                          LEONARD
                Come on, you son-of-a...

     SUBWAY CAR

     A SOFT CLICK as the doors SHUT IN UNISON.

     Silence.

     All four are stock still, like a submarine crew awaiting the
     blast of depth charges.  Their eyes dart to the

     WINDOWS

     caked with soot, irradiated by the distant glow of one of the
     red flares.

     THUCK! Something BUMPS against the door.

     A machine-gun patter of FOOTSTEPS on the roof.

     The car SHAKES.

     OUTSIDE

     The dark platform is alive with phantom shapes.

     INSIDE

     SCREEECH!! Something sharp is drawn along the car roof like a
     nail over a chalkboard.

     THUMP! THUMP!  Impacts on the sides...

     An obscene symphony of sounds as Mimics lay siege to the car.

     PETER

     A BUZZ OF WINGS catches his attention.  He turns.  His face
     is reflected in a security window.

     CRACK!  The window SPLINTERS, destroying Peter's reflection.

     ABOVE MANNY

     Claws SCRATCH the ceiling. It begins to dent.

     BELOW SUSAN AND LEONARD

     Large forms CLICKING underneath, looking for a way in.

     Susan stares at the floor, her eyes following the course of
     the clicking...

     ...which leads to Leonard's wounded, bloodstained leg.

                          SUSAN
                Oh, God.
                     (Looks at Leonard.)
                The blood...

     KLANGGG!  A Mimic leg PIERCES the ceiling above them!

     Susan pulls Leonard out of the way just in time as

     IN THE SUBWAY CAR

     KLANG!  KLANG! More legs break through the ceiling!

     SUSAN AND LEONARD

     emerge from the control booth, Leonard's arm over Susan's
     shoulder.

                          SUSAN
                His blood! It's driving them crazy! We
                have to mask the odor!

                          PETER
                How?!

     But there's not time enough to discuss possible solutions.

     Leonard pulls off his jacket. Susan begins wrapping it around
     his wound to mask it. Manny helps.

     Peter has upended one shelf, jamming it against a broken
     window as a barricade.

     Despite their efforts, the Mimics are not thrown off the
     scent.

                          PETER
                It's no use! They know we're in here!

                          SUSAN
                They don't know anything Peter, they
                just sense. They're hardwired!

                          PETER
                Right. Hardwired to eat anything that's
                not like them!

     The whole car is now shaking and buckling.

                          SUSAN
                Exac...

     She looks over at the severed Mimic corpse nearby.  A
     realization...

                          SUSAN
                     (To Manny)
                Give me your razor.

     Manny looks at her blankly. Susan just takes the blade.

     The whole car is now shaking and buckling.

     She runs to the Mimic's carcass.  For a moment, she
     hesitates.  But the pandemonium leaves her little choice.

     She SLICES into the Mimic's corpse with the razor...

                          PETER
                What are you doing?

     ...sticks her arm in all the way to the elbow...

     ...and pulls out two fat AMBER SACS the size of
     softballs.  She SLICES them open.

     Orange GOO leaks out, its stench overpowering.

                          LEONARD
                     (covers his nose)
                Shit!

     Peter looks up as Susan slides one of the sacs over to
     him.

                          SUSAN
                Rub it on the windows!

                          PETER
                What-

                          SUSAN
                Just do it!!

     Holding his breath, against the stench, he smears the
     crap on the windows, the doorframe...

     MANNY

     looks to the roof, listening.

     And remarkably, the SOUNDS of the Mimics START
     SUBSIDING.

     Susan comes over to Leonard, begins dabbing the goop on
     Leonard's wound.  Leonard makes a face at the stink.

                          LEONARD
                What are you putting that crap on me
                for?

                          SUSAN
                Scent glands.  Insects use 'em to
                identify themselves to each other.

     She smears the floor area behind Leonard. The activity winds
     down gradually, and finally comes almost to a halt.

                                                            CUT TO:

     SUBWAY CAR - LATER

     Leaning against the dirtied window, Manny creates a streak
     for every Mimic he sees.

     Peter, Leonard and Susan are hard at work. Leonard has
     created a small "model" of the station using pocket debris
     and the wall map.

                          LEONARD (O.S.)
                Okay. That's us.

     Manny's lighter represents the subway car.

                          LEONARD
                This track we're on? Goes down into
                the repair area.
                     (Makes an "X" further down)
                The elevator's over here. Leads up to
                the active tunnels.

     THUMP! An oily, soft abdomen brushes lazily up against
     the glass. Manny moves away.

                          PETER
                Can we get this car there?

                          LEONARD
                Someone'd have to go to the
                switchroom, pull the coupling lever,
                that'll send us left and to the
                elevator.

                          SUSAN
                But the power...

                          LEONARD
                Hell, I might be able to juice the whole
                area, if I can get to the power box. It's
                just a couple of cables...

                          MANNY
                Oh, how you gonna get there, Leonard?
                Hop?

                          PETER
                     (To Leonard)
                Just talk me through it. I can go with
                Manny.

                          LEONARD
                It would take a minute or so.
                     (beat)
                You won't last that long out there.

                          SUSAN
                Peter, you couldn't even fix our TV!

     Tense silence. He points at the glands on the floor.

                          PETER
                We'll cover ourselves with this. They
                can mimic us-  we Goddam mimic them!

                          SUSAN
                Peter-

                          PETER
                It worked before...

                          SUSAN
                     (an edge in her voice)
                The scent won't last...

                          PETER
                That's why we should do it now.

     Susan knows they have no other choice.

     LATER

     Susan is stuffing Leonard's old bloody bandages into the
     thorax of the dead Mimic.  She ties a flare to its center.

                          LEONARD
                It's just a regular old pump switch,
                okay? Right by the track signal
                board.

     Manny is spreading the mucus-like liquid of the gland-sac on
     himself and Peter as Leonard instructs them-

                          LEONARD
                The lights come up, you pull the
                switch.

                          MANNY
                I pull.

                          LEONARD
                You don't do that, we're on the wrong
                track.
                     (turns to Peter)
                You...

     The two men look into each other's eyes.

                          LEONARD
                You gonna finally get to fuck around
                with the wires.  Think you can
                handle it?

                          PETER
                Depends.  You got a memo?

     Leonard's hard feelings give way to an almost
     imperceptible smile.

     Using a ballpoint pen, he draws a schematic on the back
     of Peter's hand.

                          LEONARD
                All right then.  You gonna find two
                wires.  One's green.  The other's
                blue...

     SUSAN

     approaches Manny, who looks distractedly out the window.

                          MANNY
                He's out there. I heard him. How can
                he be? This things...

                          SUSAN
                Manny...

                          MANNY
                I didn't protect him, lady. He
                trusted me. And I didn't protect
                him... His father...I lost his father
                to the streets and now, Chuy...

                          SUSAN
                We'll find him. We'll be back and
                find him.

     Manny doesn't respond.

     READY TO GO

     Susan dabs at Peter's face with the last touches of the
     scent gland substance.  She doesn't meet his eyes as she
     speaks.

                          SUSAN
                You're going to have to keep it
                really slow.  Their eyes react to
                sudden movements.

     Peter barely nods, his nerves clearly on edge.  He
     instinctively goes to wipe his forehead.  Susan stops
     him.

                          SUSAN
                Don't touch it.  And for Godsakes,
                try not to sweat.  They can sense
                chemical changes...

                          PETER
                Try not to sweat?

     Leonard turns to Susan and Peter.

                          LEONARD
                Okay, people...

     Leonard's voice comes through like a clarion.

                          LEONARD (OS)
                ...are we ready for this?

     Susan has her hand on Peter's chest; Peter is taking deep
     breaths, trying to cool down his body to prevent sweat.  It's
     an odd parody of Lamaze exercise.

                          LEONARD
                Whatever you do, don't step on the
                third rail coming back. Six hundred
                volts'll blow your leg right off.

     A final breath.  He's about as calm as he's going to get.

     He looks at Susan a long moment. He takes her hand.

                          PETER
                I was just thinking how I could use a
                pair of pliers... and I remembered where
                they are...

                          SUSAN
                     (overlapping)
                That's it. That's it. Breathe easy.

     A sad, nervous smile appears on Peter's face.

                          PETER
                In the tool box under the kitchen
                counter...

     Susan kisses him softly on the lips.

     Manny approaches.  Show time.

     Susan steps away from Peter. She looks toward the control
     booth.

                          SUSAN
                Open it.

     LEONARD

     begins turning the lever crank slowly.

     SUBWAY DOORS

     gradually begin to open, and stop half way.

     The darkness outside is alive with CLICKING.

     PETER AND MANNY

     slowly move between the opening of the door and make their
     way to

     INT. PLATFORM

     They step onto the dusty concrete.  Come to a stop.

     SUSAN

     watches nervously for the reaction of the Mimics

     OUTSIDE

     LARGE SHADOWS pass far and near of Peter and Manny; but none
     of the Mimics seem to care about them one way or the other.

     Peter and Manny exchange looks: a moment of relief.  It's
     working.

     Peter slowly moves right along the track to the nearby POWER
     BOX.

     Manny goes left, starts to make a longer journey across the
     platform to the SWITCH ROOM.

     SUBWAY CAR

     Susan moves away from the door, goes over the Mimic carcass,
     filled with the bloody bandages.

     PLATFORM - BY THE TRACKS

     Peter makes his way to the edge of the platform, whispering
     to himself.

     He lowers himself slowly to the track.

     PLATFORM - NEAR THE SWITCHROOM

     Manny moves toward the door.  A large WINDOW OF DUSTY GLASS
     reflects his image...and the distant ones of the Mimics.

     BY THE TRACKS

     Peter gets to the track.  He turns

     And is met FACE TO FACE WITH A MIMIC!

     Its antennae move toward his head, curious.

     Its human-mask face plate clicks apart and together.

     Peter remains stock still.  He starts breathing deeply...

     SUBWAY CAR

     Leonard has now fully opened the doors.

     SUSAN

     pulls the tipcase of the FLARE tied to the dead Mimic's
     midsection.  FSST!  The flare SPARKS alive.

     The sudden light draws the attention of several Mimics
     outside.

     Susan pushes the carcass toward an open door at the front of
     the car...

     ...and with a HEAVE, throws it onto the front track.

     OUTSIDE

     The other Mimics take instant notice.

     BY PETER

     The Mimic before him suddenly turns.  In a flash of speed,
     it's gone, heading toward

     THE DEAD MIMIC

     stuffed with the bloody rage, the thing sends its fellow
     into a feeding frenzy.

     The other Mimics begin TEARING into it, ripping their brother
     to shreds in cannibalistic orgy.

     SUBWAY CAR

     Susan watches in disgust.

                          SUSAN
                Choke on it, motherfuckers.

     Leonard turns the lever crank again.  The doors begin to
     shut.

     PETER

     breathes a sigh of relief.

     He goes to the powerbox, opens it up.

     He shines his flashlight down on the back of his hand.
     The simple chart tells him what to wire:  BLUE WIRES TO
     THE GREEN WIRES.

                          PETER
                     (to himself)
                Green...Blue...

     He looks back up at the powerbox.  His face falls.

     All the wires are a GROSS BROWN, their colored plastic
     casings having long ago faded into goo.

     INT. SWITCHROOM

     Manny enters. The space is even more dusty than the rest of
     the station. Spiderwebs strung over old machinery.  White
     Doric PILLARS support the ceiling like skeletal bones.  1940s
     style LAMPS are built into their side.

     Manny looks around.  Off to the right, right next to the
     rusted track switch board, he heads for the COUPLING SWITCH.

     Once there, he rests and, through the murky windows, he
     waves back to LEONARD.

     He pulls out his pills box and takes a pill. But his hands
     are shaking, under enormous tension. Some of the pills
     scatter on the floor. He puts the box away and leans
     against the wall.

     A CLICKING nearby catches his attention, echoing from the
     entrance of ANOTHER ROOM.

     It is not the sound of the Mimics; but rather, of METAL.

     Spoons.

                          MANNY
                Chuy...?

     Manny follows the sound.

     BY THE TRACK

     Peter desperately tries to connect the wires the right way.
     He wipes off the brown gunk, tries to discern any semblance
     of color.

     He feels himself start to sweat.  He tries to relax.
     Breathes...

     INT. ROOM BEHIND SWITCHROOM

     The space is larger than the switchroom.  The walls and
     ceiling have an odd, shiny consistency.

     Manny heads in further, locates the levers and waits.

     Something pale and small emerges from the dark, a few feet
     away, a face that seems to float in the eerie half-light.

     A RUSTLING behind him.  Manny turns around.

                          MANNY
                     (Whispering)
                Nino...

     He swings the light onto Chuy, sitting on the floor before
     the remains of a RUSTY COLUMN.  That beautiful, emotionless
     smile on his pale face.

                          MANNY
                Chuy...

     BY THE POWERBOX

     Peter has made all the necessary connections.  He turns now
     to the fuse-section.

     A red throw-switch is there, and two big slots for fuses.

     One is still occupied.

     The other one empty.

                          PETER
                Dammit!

     CU - PETER'S FOREHEAD

     BEADS OF SWEAT begin to form.

     SUBWAY CAR

     Susan watches the Mimics at their feast.

     All of a sudden, they begin to stop, as if losing interest.

                          SUSAN
                     (horrified)
                The scent's fading...

     Susan steps back, looks around desperately for a flashlight.

                          LEONARD
                     (tense as hell)
                What's Manny doing? I can't see him
                anymore.

     ROOM BEHIND SWITCHROOM

                          MANNY
                Nino, please...

     Manny slaps his knees with both hands in a parental gesture
     of "come to me".

     In the darkness, something that looks like a PALM FROND
     floats gracefully down from the ceiling, making see-saw
     gestures as it falls through the air.

     Manny shines his flashlight on the floor.  It's not a palm
     frond.

     It's a wing.

     Manny turns his flashlight to the ceiling and walls.

     The place IS COVERED WITH MIMICS.  They are in the middle of
     a vicious mating ritual.  The males tear savagely at the
     females wings as they proceed to mount them.  A chaotic
     clusterfuck.

     Manny is sickened.

     CHUY GIGGLES. Manny shines his light ahead. Manny's face
     falls.

                          MANNY
                Dios mio...

     The WHITE PILLAR BEHIND CHUY IS MOVING...

     ...unfolding...

     ...at last revealing...

     AN ALBINO MIMIC!  Another leap for evolution...

     Its form is different from the other Mimics.  Sleeker, more
     supple, almost beautiful.  And while its movements are still
     not completely human, there is a kind of unearthly grace to
     them that at the very least entrance us.

     The thing raises itself to full height, dwarfing the tiny
     boy.  It stands over him like a king over his court fool.

     Chuy giggles happily.  It's all a game to him.

     The Albino CLICKS in response -- a long, leisurely sound, as
     if trying to communicate with the boy.

     Chuy pulls his spoons out and begins to play them, making a
     perfect imitation of the sound.

     Manny starts to tremble as the creature gazes upon him with
     huge, expressionless 'eyes'.  He turns to Chuy-

                          MANNY
                     (barely audible)
                Chuy...

                          CHUY
                     (whispers)
                Friends.

                          MANNY
                NO, NO, CHUY, NO...

                          CHUY
                Friends.

     The Albino CLICKS his jaws, moving in toward Manny.

     CHUY

     plays his SPOONS in perfect imitation.

     MANNY

     stands under an archway in a swirl of dust. He raises his
     arms, like a prophet. He lets go of hsi razor and kneels.

                          MANNY
                God has closed his eyes. This, he cannot
                see...

     His vacant eyes, fill with tears, he prays quietly, a strange
     serenity invades him.

     The Albino's jaws open and charge.

     PLATFORM

     Some Mimics advance toward Peter's direction.

     SUBWAY CAR

     Susan desperately waves a flashlight and bangs the window,
     trying to attract their attention.

                          SUSAN
                Over here! Over here! Goddam you!!

     BY THE TRACKS

     Peter BREAKS the arm off one of his glasses.  He jams it at
     the empty fuse.  It SPARKS.

     PLATFORM

     THUMP!  The electricity COMES ON...

     The lamps on the columns BURST INTO FLAMES from the power
     surge.  Fire illuminates the station like a Greek temple.

     BY THE TRACKS

     Peter climbs up onto the tracks...

     ...sweat staining his forehead...

     Peter wipes it and removes the scent coating.

     THE MIMICS

     clearly react, sensing the chemical change, like bees
     reacting to honey.

     SUBWAY CAR

                          SUSAN
                     (to Leonard)
                THE DOOR! OPEN THE FUCKING DOOR!

     LEONARD

     looks at the now lit control panels, tries to decide which
     button to press. He begins to press each one in turn.

     PETER

     hears the sound of spoons playing.

     He turns to see Chuy, standing by the outside of the switch
     room.  The boy smiles. A flashlight shines behind him.

                          PETER
                Manny...

     But the thing holding the flashlight is anything but human:
     The ALBINO steps into view, moving eerily like an unstrung
     puppet. His claws and jaws are coated in blood. Chuy joyfully
     announces the arrival like a little drummer boy.

     THE MIMICS

     climb over the roof, moving toward the rear of the-

     SUBWAY CAR - CONTROL BOOTH

     Susan runs in.  SLAMS her hand down on a button.

     FSST!

     THE SUBWAY CAR

     The doors open.

                          SUSAN
                Peter!!

     Peter hesitates, takes a step toward Chuy.

                          PETER
                Come on, kid...

     Chuy seeks shelter behind the Albino's legs.

                          PETER
                     (horrified)
                Jesus!

     The albino charges toward him.

                          SUSAN
                Run!! Peter!!

     Peter bolts for the car.

     THE MIMICS

     jump and land

     SUBWAY CAR

     just as Peter squeezes through one of the doors.

     BAM! THUD! The doors dent. Glass cracks.

                          SUSAN
                     (Yelling to Leonard)
                GO!!

     Susan presses the button. The doors close again.

                          LEONARD
                The kid...

                          PETER
                The kid's with them!!

                          LEONARD
                What do you-?

                          PETER
                Go!! Just go!!

     CONTROL BOOTH

     Leonard throws the dead man's switch by the control board.

     SUBWAY CAR

     JOLTS into action.

     OUTSIDE

     The train LURCHES forward.

     Wheels spark and kick into gear. The mimics scramble and re-
     assemble quickly, ready to attack.

     THE ALBINO

     changes position and charges towards the car.

     THE MOVING CAR

     reaches a "Y" section.  The car moves to the track to the
     right.

     INSIDE SUBWAY CAR

     Leonard's eyes go wide as he sees

                          LEONARD
                He didn't do it!

                          SUSAN
                What?

                          LEONARD
                Manny never threw the coupling switch!!
                We're goin' the wrong way!!!

     OUTSIDE CAR

     It keeps bearing right. Further away from their destination.

     ...towards an old STORAGE YARD in their path.  Idle cars and
     repair equipment on the tracks.

     A crash seems inevitable.

     INSIDE THE CAR

     Leonard pulls

     THE BRAKES

     but they don't work at all.

     From below the car we see the wheels spinning freely,
     heading for collision.

     INSIDE THE CAR

     Susan grabs Leonard from the control booth. To Peter

                          SUSAN
                MOVE BACK!!!

     They rush back against the opposite door.

     STORAGE YARD - SUBWAY CAR

     CRAAASHH!!  The car BASHES into a parked section of train in
     a GRIN of tearing metal...

     ...flips off the track...

     ...and onto its side...

     The car skids to a stop.  SPARKS fill the air.

     INSIDE SUBWAY CAR

     All three are hurt.  Leonard's leg wound has reopened. Peter
     has badly damaged his right arm.

                          SUSAN
                You all right?

     Peter nods painfully.  Susan to Leonard.

                          LEONARD
                     (Simply, re: his leg)
                Can't feel it.

     Peter and Susan sling Leonard's arms over their shoulders.
     They raise him up.

     OUTSIDE SUBWAY CAR

     They move unsteadily outside.

                          SUSAN
                Which way?

                          LEONARD
                Across both tracks!!

                          PETER
                Shit.

     They head off over a concrete island in the direction of the
     correct track.

     FURTHER BACK

     The Mimics and the Albino moving closer.

     PETER AND SUSAN

     try to hurry, but it's no use given Leonard's condition.

                          LEONARD
                     (Quietly)
                Lemme go.

     Peter and Susan both disregard the order.

                          SUSAN
                We're no leaving you!

                          LEONARD
                No way we can outrun 'em together.
                Move it!

     Leonard suddenly grabs his POLICE BATON from his belt
     clip.  He pushes the two away.

                          LEONARD
                NOW!! GO!! Get the hell off my beat!

     Leonard turns away from them.

     Peter goes to get Leonard, but Susan stops him.  This MTA
     officer is staying put.

                          LEONARD
                Come on.  Come to poppa.

     Reluctantly, the two begin down the tunnel.

     LEONARD

     takes a stand by the third rail, baton in hand.

     INT. SUBWAY TUNNEL - FURTHER DOWN

     Peter and Susan run.

                          SUSAN
                There.

     An open CAGE ELEVATOR on a platform nearby.  A sign overhead:
     AUTHORIZED PERSONNEL ONLY.

     They rush toward it.

     INT. SUBWAY TUNNELS - "Y" SECTION

     Leonard stands like a guardian to the tunnel mouth.

     SOUNDS of the Mimics approaching. He glances at the third
     rail beside him, then down the track.

                          LEONARD
                Come here, you mealy-mouthed...

     The sound gets louder.

                          LEONARD
                Multi-legged...

     Leonard raises his baton in top MTA form.

                          LEONARD
                Maggot-munchin' motherfu...

     THUD!  Several Mimcs slam onto Leonard!

     Leonard goes down, HITTING them futilely with his baton.

     They begin to tear at his limbs.

     Leonard rolls...

     ...kicks his good leg out...

     ...and CONNECTS WITH THE THIRD RAIL.

     AN ARC of ELECTRICITY lights up the darkness, consuming
     Leonard and the Mimics.

     INT. BY THE CAGE ELEVATOR

     The crackling sound echoes through to Peter and Susan.

     Susan hits the elevator button again.

                          SUSAN
                I can't tell if it's working!

     Peter has unbarred the gate.

     SUSAN

     looks up, into the shaft.

     THE ELEVATOR

     coming down, but it's taking its own sweet time.

                          SUSAN
                Oh, come on, come on!

                          PETER
                Jump in.

     Peter pulls her into the shaft, closes the security gate
     behind them.

     INT. SHAFT

     A skeletal framework on each side.  Just enough for a
     handhold.

     Peter steadies Susan as she climbs in beside him.  She
     balances on the narrow ledge.

     Peter SLAMS the cage door shut, latching it.

                          PETER
                You go first. I'll be right below you.

                          SUSAN
                Your arm, you can't...

                          PETER
                I can.  We can do this...

     He shows her the first hand and foothold.  Susan grabs on.

     INT. SUBWAY TUNNEL

     The Albino amkes its way forward, flanked by two Mimics.

     It stops.

     Turns toward the elevator.

     INT. SHAFT

     Susan hauls herself up the framework, handhold by
     handhold. Peter is right below her.

     She can see his arms are starting to tremble dangerously
     with the effort.

                          SUSAN
                We're gonna make it!

     Peter grinds his teeth, trying to make the next
     handhold.

     WHAM!  Something hits the gate below them!

     INT. BY THE ELEVATOR GATE

     The Mimics are tearing at the metal gate.

     The Albino remains still, watching them work.

     PETER AND SUSAN

     Susan's arm and legs are shaking now.  Her breath starts
     catching in her throat with the effort.

                          PETER
                Don't hold your breath!  Keep it going,
                even flow!

     Susan tried, but can't.  She tries to pull herself up to the
     next level.

                          PETER
                C'mon...

                          SUSAN
                Ah...

                          PETER
                Talk to me.

                          SUSAN
                Peter...

     Susan pulls herself up.

                          SUSUAN
                I'm really glad I'm not pregnant.

     REVERSE

     We look down past them as they climb.  Two of the Mimics and
     the Albino have gotten into the shaft!

     The Albino is so long it climbs by bracing its legs against
     opposite walls.

     SUSAN AND PETER

     Susan is crying, barely any strength left.

     Peter does his best to stay in control, but in truth is
     barely hanging on himself.

     LIGHT hits them from the shaft above now, SOUNDS of PEOPLE
     TALKING and a muffled P.A. ANNOUNCEMENT filter down.

     MIMICS

     rushing upward on the shaft wall, higher, higher.

     INT. ELEVATOR SHAFT

     Peter's hands grab onto the grating of the gate on the next
     floor.

     KCHUNK! is heard above them.  Peter looks up.

     Now the elevator is coming down.

                          PETER
                Hang onto me.

     Peter pulls Susan up till she can grab it too, both of them
     able to get a foothold on the ledge-

                          PETER
                Hang on tight!

     He begins to KICK on the gate, trying to tear it free.  Susan
     looks back down.

     SUSAN'S POV - SHAFT

     The Mimics rush up, closer, closer.  The Albino opens its
     mandibles.

     SUSAN AND PETER

     both KICK at the gate, it gives, Peter pulls Susan through
     to the

     INT. SUBWAY TRACK

                          PETER
                Come on!

     Peter and Susan stumble away.

     INT. ELEVATOR SHAFT

     The Albino sees the elevator approaching from above.

     It gives a few CLICKS to its minions.

     The two other Mimics race up the shaft...

     ...toward the elevator...

     ...and WEDGE THEMSELVES IN ON EITHER SIDE!

     They are CRUSHED instantly.  But the elevator is stopped just
     above the open gate.

     With just enough room for the Albino to get through to

     INT. SUBWAY TRACKS

     Susan and Peter run.  There is LIGHT just up the tunnel.  We
     hear VOICES.

                          SUSAN
                Don't look back!

     They go for it.  At last, they make it to

     INT. A PLATFORM

     Susan and Peter stumble forward.  Light streams down from
     overheads. Susan turns.

     SUSAN'S POV

     The Albino spills out onto the track behind them.

     Sleek, streamlined, light glancing beautifully off it.

     SUSAN AND PETER

     turn back...

     HEADLIGHTS hit them as we hear the ROAR of a SUBWAY TRAIN
     heading at them from the other side of the platform!

                          SUSAN
                No...

                          PETER
                We can do it!

     They run.

     ALBINO

     runs, faster than any other Mimic.

     TRAIN

     The express train BLOWS its HORN, RUSHING FORWARD.

     PLATFORM - COMMUTERS

     Weary late-night COMMUTERS stand half-asleep on the tracks.
     A sleepy-eyed little girl points, tugging on her mother's
     hand.

                          LITTLE GIRL
                Mommy, there's people...

     PETER AND SUSAN

                          PETER
                     (Adrenaline pumping)
                We-can-do-this!!!

     MOTORMAN

     The driver sees the battered couple...

     He reaches for the brake...

     SUSAN AND PETER

     They reach the edge of the platform, the HORN deafening as
     the train speeds toward them.  Peter pushes Susan up, leaps-

     INT. TRAIN - CONDUCTOR

     We RUSH toward his horrified face.

     THE ALBINO

     directly ahead.

     The train, still flying, PLOWS INTO IT...

     ...flattening, grinding, pulverizing...

     ...until the windshield of the subway car is covered in white
     blood.

     The motoran leans on the brake, his eyes screwed shut in
     primal horror. The train SQUEALS to a stop...

     ON THE PLATFORM

     Susan and Peter collapse on the cement floor in each others
     arms.  Heaving and weeping.

     INT. GRAND CENTRAL STATION - NIGHT

     COMMUTERS turn to stare as Peter and Susan move across
     the floor.  Both bruised and bloodied, leaning against
     each other, heading for the exit.

     Some DERELICTS observe them with curiosity.

     A trio of MTA cops start towards them.

                          PETER
                It'll be fine... it... They're still
                down there. We'll seal the whole
                system, go in with whatever it
                takes...

     But Peter's voice evidences a lack of conviction now,
     he's trying to convince both Susan and himself of
     something he doesn't fully believe.

                          PETER
                It'll be fine... We nailed them
                before, we'll do it again...

     He hurries to meet the MTA cops. Susan looks up.

     SUSAN'S POV

     Commuters move to and fro, moving up and down and in and
     out of the illuminated areas of the station.

     In the crush of onlookers is one deadpan face-  a MIMIC,
     hugging the shadows, waiting for its moment!

     We PAN 180 degrees to the other side of the platform-
     there, briefly glimpsed is ANOTHER, and ANOTHER.

     We TILT down to the throng below.

                          SUSAN
                     (barely audible)
                They've come up...

     The electrified VOICE of the train ANNOUNCER suddenly
     FADES UP, telling of departures and delays-

     We raise above Susan's head-

                          TRAIN ANNOUNCER
                The 11:16 local to Poughkeepsie,
                boarding now, Track 32- the 7:20
                Connecticut local, making
                connections to South Norwalk-

     DOWN ANGLE

     -culminating in an OVERHEAD VIEW of the main terminal.

     The movement continues. But from here, the people are
     dots, their importanec no greater than that of a colony
     of ants.

                                                          FADE OUT:

                                            LOS ANGELES, JUNE-19-96






   

Mimic



Writers :   Matt Greenberg  Guillermo del Toro
Genres :   Horror  Sci-Fi  Thriller


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