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                                      SUPER 8


                         

                                     Written by
                         
                                    J.J. Abrams
                         
                         
                         
                         
                                               FINAL SHOOTING SCRIPT
                                                   December 16, 2010


                         
          OVER BLACK WE HEAR THE DULL SOUNDS OF INDUSTRY; A MUFFLED
          MASS OF MACHINES, GEARS, STEAM. FADE IN ON:
                         
          A SIGN. Twelve feet across. Painted decades earlier, grim-
          covered black, white and red. It reads in large 40's era,
          hand-painted type, "SAFETY IS OUR PRIMARY CONCERN!" Then:
          "DAYS SINCE LAST ACCIDENT" and below that, NUMBERS, painted
          on hanging metal cards. Four possible digits can hang here,
          but there are currently three: "784."
                         
          SLOWLY PUSH IN on this sign as a MAN APPEARS, rising on a
          forklift, in a greasy, monochromatic work jumpsuit. Removes
          the "4" from its hooks. Then removes the "8." Then the "7."
                         
          Finally, he hangs up a number. "1."
                         
          The man LOWERS out of frame as we creep even closer to the
          hanging single digit, wondering about the accident... and how
          bad it was and the FACTORY SOUNDS GROW DEAFENING -- AND AS IT
          BUILDS TO A CRESCENDO, WE CUT TO SILENT BLACKNESS.
                         
                         
          EXT. JOE'S HOUSE - PORCH - DAY
                         
          Shiny black loafers. Black pants, three inches too long. We
          BOOM UP, stopping at a boy's hand reaching into the black
          suit jacket pocket. Pulls out a WOMAN'S GOLD NECKLACE with a
          LOCKET. He holds the locket. Rubs it gently with his thumb.
          CONTINUE TO BOOM UP. We now SEE THE BOY'S FACE.
                         
          This is JOE LAMB, 14. On the precarious edge of adulthood. He
          looks out at the horizon with stricken eyes.
                         
          He moves forward and we PAN, so we're BEHIND HIM NOW. In the
          frosty distance, past countless leafless trees and modest
          homes, is a STEEL MILL. Smokestacks and structures. The
          lifeblood of this late 70's town.
                         
                         
          INT. LAMB LIVING ROOM - DAY
                         
          Close on CHARLES' MOTHER AND FATHER, funeral attire. She
          looks out of the window sadly; heartsick and concerned.
          Behind her, he picks at his plate of food.
                         
                          CHARLES' MOTHER
           I'm so worried for that boy.
                         
                          CHARLES' FATHER
           Joe's gonna be okay.
           2.
                         
                         
                          CHARLES' MOTHER
           ...she was everything to him.
                         
                          CHARLES' FATHER
           Jack's gonna step up. He's a good
           man.
                         
                          CHARLES' MOTHER
           But he was never really a
           father...I don't think he
           ever...understood Joe.
                         
                          CHARLES' FATHER
           (maybe a little concerned
                          HIMSELF)
           Joe's gonna be okay.
                         
          But his wife isn't so sure.
                         
          Then, BOYS' HUSHED VOICES:
                         
                         
          INT. LAMB DINING ROOM - DAY
                         
          CHARLES (we'll see him in a moment) LEANS FORWARD, reaching
          for food on a buffet table. Charles' leaning has revealed
          CARY, a blonde kid in a dark blue sport jacket and tie, and
          PRESTON, pale and smart, in a DARK SWEATER:
                         
                          CARY
           What do you think was in the
           coffin?
                         
                          MARTIN
           Jesus, shut up.
                         
                          CARY
           I mean cause of how she died.
                         
                          CARY (CONT'D)
           ... you weren't wondering that?
                         
                          PRESTON
           No, I'm eating macaroni salad.
                         
          We now see CHARLES, big and in an ill-fitting BLACK SUIT, and
          MARTIN, good looking, in a shirt and tie, at the buffet:
                         
                          CHARLES
           I was thinking that, about the
           coffin.
                         
                          MARTIN
           I don't know how you guys can eat.
           3.
                         
                         
                          CHARLES
           Try a Goddamn turkey roll and
           you'll discover how. They're
           delicious.
                         
          CUT WIDE TO REVEAL that we are in a modest Ohio house in the
          year 1979. At a wake. Forty-odd friends and neighbors, darkly
          dressed. Quiet discussions. Some crying.
                         
                          CARY
           Either nothing was in there, or
           like whatever they scraped up--
                         
                          MARTIN
           Jesus -- guys--
                         
                          CHARLES MARTIN
          I heard it crushed her
          completely. At least keep your voices
                          DOWN--
                         
                          PRESTON CHARLES
          A steel beam-- those things
          weigh a ton. Literally. If it had been open casket, I
           would not be eating right
           now. Despite the turkey
           rolls.
                         
           JACK (O.S.)
           Hey-- Lucy.
                         
          They look up -- in the other room, a dog (mutt, Lucy) has
          jumped on a guest, for food. JACKSON LAMB, Joe's father, 42,
          black suit, moves to the dog, walks her out of shot.
                         
                          CHARLES
           Bet Joe's not gonna wanna do my
           movie anymore.
                         
                          CARY
           Why?
                         
                          CHARLES
           Why do you think why? The story.
           It's about the living dead.
                         
                          PRESTON
           His mother's not a zombie.
                         
                          CHARLES
           But she's dead, shithead.
                         
                          CARY
           Those turkey rolls are pretty good.
           4.
                         
                         
                          CHARLES
           Told you.
                         
                         
          EXT. JOE'S HOUSE - DAY - MOMENTS LATER
                         
          A WIDE SHOT. A grey, snow-covered, early February day here in
          LILLIAN, OHIO. Many cars are parked outside the house,
          notably a SHERIFF'S DEPARTMENT SQUAD CAR in the driveway.
          Joe, a vision of black on white in his too-big black suit,
          now sits on a small swing set he hasn't used in years.
                         
          He solemnly looks down at the LOCKET he still holds. No doubt
          trying to reconcile the fact that it no longer hangs around
          his mother's neck. Then a SOUND. Joe looks up. A CAR has
          arrived -- a distinct 1968 BUICK GSX -- a YELLOW MUSCLE CAR
          with a BLACK RACING STRIPE down its center. Joe watches as
          the car sits there for a moment. Then a MAN gets out. Someone
          Joe has seen before, but doesn't know personally. A man in
          his early 40's, in jeans and a work shirt. He's not exactly
          sloppy, but if you look closely, you could tell he's been
          drinking. This is LOUIS DAINARD.
                         
          Joe watches Louis carefully as he moves to the house, to the
          porch and inside the house. Joe's eyes glued on the house for
          a while. Then he looks back to the locket. He OPENS IT, and
          stares at the picture inside (which we do not see). And as he
          stares, TEARS come to his eyes.
                         
          A moment broken by the SOUND OF RAISED VOICES -- Joe turns
          toward the house. After a beat, the SOUND of something
          BREAKING -- something glass. Then the house BACK DOOR bursts
          open -- Joe cranes his neck -- and what he sees he'll never
          forget: his father, Jack, leading an in-pain and HAND-CUFFED
          Louis Dainard from the house and into the rear of the squad
          car. When he slams the back door, he sees Joe. Sort of
          freezes as their eyes lock. But Jack's more uncomfortable
                         THAN COMFORTING:
                         
                          JACK
           I'll be home soon.
                         
          And Jack gets into the car and drives away. Joe watches them
          drive off. And after a beat, he looks down at the locket
          again. Mom's just gone. Finally he CLOSES IT -- and we hear
          an oddly LOUD SNAP and our SCREEN GOES BLACK.
                         
          Over darkness: APPLAUSE -- then a LONE VOICE: "I want you...
          to want me!" DRUMS kick in, CHEAP TRICK BLASTS. CUT TO:
           5.
                         
                         
          EXT. MIDDLE SCHOOL - DAY
                         
          Hundreds of KIDS eagerly leave their last day of school for
          the year, winter a memory. GIRLS emphatically embrace each
          other good-bye. BOYS run off, just happy to be out. Lots of
          "Have a great summer!"
                         
          DOLLY WITH Joe, who walks through the crowd alone, backpack
          on shoulder.
                         
          Suddenly Charles is there, red-faced -- he hands Joe PAGES:
                         
                          CHARLES
           That was the longest day ever--
           here.
                         
                          JOE
           What's this?
                         
                          CHARLES
           New scene, check it out. Let's hit
           the 7.
                         
                          JOE
           (as he reads)
           You hear Martin barfed in the hall?
                         
                          CHARLES
           I know, does that guy ever not
           barf? Keep reading.
                         
                          JOE CHARLES
          -- I am reading. -- Not carefully. Focus, this
           is important.
          -- Detective Hathaway has a
          wife?
                         
                          CHARLES (CONT'D)
           I think it might help make my movie
           better. I need two things: a better
           story and production value.
                         
          They head across the street to the 7-Eleven. Suddenly Cary is
          there, a BURN WRAP on his right arm now:
                         
                          CARY CHARLES
          Martin booted all over his
          locker, it was the grossest
          one yet-- Let Joe focus, he's reading.
                         
                          CARY CHARLES
          After he ate two boxes of
          Mike and Ikes-- never seen so
          many colors in my life. Will you shut up a minute?
           6.
                         
                         
                          JOE
           Who's gonna play the wife, Jen?
                         
                          CHARLES
           No way -- did I tell you what she
           did with my top hat?
                         
                          JOE
           Oh yeah, that was bad.
                         
                          CARY
           What wife?
                         
                          CHARLES
           Alice Dainard.
                         
          Joe stops. His friends don't. PUSH IN ON HIM --
                         
                         
          EXT. 7-ELEVEN - DAY
                         
          As they head to the doors:
                         
                          CHARLES
           I was returning that book on codes
           and ciphers-- she was in the silent
           reading section -- I thought,
           "Screw it." So I asked her if she'd
           play Hathaway's wife.
                         
                          JOE
           You talked to Alice Dainard really?
                         
                          CARY
           You're not supposed to talk at all
           in the silent reading section--
                         
                          CHARLES CARY
          Shut up. It's for "silent reading."
                         
                          CHARLES
           She said yes, we're filming tonight
           and she's driving.
                         
                         
          INT. 7-ELEVEN - DAY - CONTINUOUS
                         
          Joe, Charles and Cary scan the candy aisle.
                         
                          JOE
           -- driving where?
           7.
                         
                         
                          CHARLES JOE
          To the train depot -- did you
          not read the scene I just
          gave you? Does Alice have a license? Is
           she old enough? Whose car are
           we taking? Are you making
           this up?
                         
                          CHARLES
           Jesus, Freak Show, she offered to
           drive and I accepted--
                         
                          CARY
           (takes scene pages)
           Can I see --?
                         
                          JOE
           -- was she nice? Why is she doing
           this? I don't understand, we don't
           even know her--
                         
                          CHARLES
           Maybe she just wants to be in a
           good movie, y'ever think of that?
                         
                          JOE
           I don't think that's what it is--
                         
                          CHARLES
           I've been working on this movie for
           months. I'm just trying to make it
           good.
                         
                          CARY
           (reading, disapproving)
           Hathaway's married now? Really?
                         
          Charles swipes the pages from critic Cary.
                         
                          JOE
           What was she reading?
                         
                          CHARLES
           ... what?
                         
                          JOE
           In the silent reading section, what
           was Alice reading?
                         
                          CHARLES
           Who gives a rat's ass what she was
           reading-- the festival deadline's
           in one week -- my movie's gotta be
           great!
           8.
                         
                         
          CHARLES' SUPER 8 MOVIE BEING PROJECTED ON A MOVIE SCREEN.
          SLOWLY PUSH IN ON THE SCREEN: kids earnestly playing adults:
                         
                         
          INT. BUILDING 47 - DAY (SUPER 8)
                         
          DARKNESS. Then a DOOR OPENS. It's DETECTIVE HATHAWAY (played
          by MARTIN), in silhouette. He enters. It's an old WAREHOUSE,
          dirty, cobwebbed, crowded with CRATES, old MACHINERY,
          CHEMICAL BARRELS and JUNK. The Detective turns on his
          FLASHLIGHT -- aims it -- sweeps it across the space -- the
          light HITTING THE LENS for a moment.
                         
          The Detective walks through the spooky, dark space. A low,
          growling industrial DRONE makes the whole place oddly creepy.
          Then: A SOUND -- quick but strange -- slithering -- and the
          Detective aims his flashlight -- tense. He watches. Waits. We
          see where he's aiming the light, which cuts through THICK
          DUST in the air. It's an old office door, ajar.
                         
          Hathaway is still. Nervous. Watching the door -- waiting for
          it to open... and then -- from the darkness BEHIND HIM -- a
          terrifying open-mouthed ZOMBIE APPEARS -- ATTACKS -- and the
          Detective TURNS -- his flashlight KNOCKED TO THE GROUND --
          and Hathaway falls too -- the wild-eyed gaping-mouthed Zombie
          DROOLING as it tries to bite Hathaway's flesh -- we recognize
          that the Zombie is CARY. Actually, not a bad performance. The
          Detective pulls out his GUN -- but the Zombie grabs his wrist
          -- they wrestle with the gun -- the Zombie wanting to rip
          into Hathaway's neck -- but Hathaway sees three SHARP-TIPPED
          NAILS sticking out of an old piece of WOODEN CRATE -- and
          after a significant struggle, Hathaway PUSHES THE ZOMBIE BACK
          so his head is IMPALED BY THE NAILS -- which we see ENTER HIS
          SKULL!!! The Zombie (stuck to the crate via the nails)
          SCREAMS AND DIES and just at Hathaway catches his breath THE
          IMAGE DIMS AND FREEZES; the projector has just been STOPPED.
          We are in:
                         
                         
          INT. CHARLES' ROOM - DAY
                         
          Board games, books, records, a stereo, toys, and magic. Super
          8 film equipment and paraphernalia. Movie ONE SHEETS hang:
          CARRIE, HALLOWEEN, EARTHQUAKE and NIGHT OF THE LIVING DEAD.
          No sports memorabilia. Charles turns on the lights, looks
          anxiously at Joe:
                         
                          JACK
           That was a good zombie murder.
                         
                          CHARLES
           Yeah, but it's not a st-- thank you
           for that-- it's not a story yet.
                          (MORE)
           9.
                          CHARLES (CONT'D)
           Older kids enter this film festival
           -- I'm competing with fifteen- and
           sixteen-year-olds, who have better
           stories and cars and production
           value, I've got nothing!
                         
           CHARLES' MOTHER (O.S.)
           Charles! Dinner!
                         
          As he tosses Joe a SUPER 8 FILMMAKER MAGAZINE:
                         
                          CHARLES
           I'm coming!
                          (TO JOE)
           There's a whole article in there
           about stories, you should read it,
           it explains everything.
                         
                          JOE
           (looks at magazine)
           I don't understand how the wife
           makes it a story--
                         
           CHARLES CHARLES' MOTHER (O.S.)
          Jesus, that's what I've been
          explaining: in the scene
          we're filming tonight, the
          wife telling the detecting
          she's scared for him, that
          she loves him-- Charles!
          -- I'M COMING!!!
          -- so when he investigates
          the zombie stuff you'll be
          scares -- you'll feel
          something -- because you
          don't want him to die because
          they love each other! Does
          that make sense?
                         
                          JOE (CONT'D)
           I just can't believe you talked to
           Alice Dainard.
                         
                          CHARLES
           You're impossible.
                         
           CHARLES' MOTHER (O.S.)
           CHARLES!
                         
                          CHARLES
           GOD, MOM! I'M COMING!
           (opens the door, whispers)
           Midnight. Okay? Don't forget.
           10.
                         
                         
                          JOE
           I won't forget.
                         
                          CHARLES
           Read this.
                         
          Joe just nods and looks at the magazine.
                         
                         
          INT. CHARLES' KITCHEN - DUSK
                         
          A hectic FAMILY: Charles' mother cooks. JEN, his smoking hot
          17-year-old sister, ANGRILY sets the table where his father
          pays bills. Pale 15-year-old sister PEG does a PUZZLE. Twin 9-
          YEAR-OLD BOYS bicker over an action figure. TV in the living
          room plays a MATCH GAME. Joe and Charles enter.
                         
                          JEN
           Mom, it's not fair that I can't go
           to Wendy's. Every single person is
           going except me!
                         
                          CHARLES' MOTHER
           Then every single person can tell
           you how it was --
                         
                          CHARLES' FATHER
           Move the puzzle, get the napkins.
                         
                          JEN
                          MOM---
                         
                          CHARLES' MOTHER
           It's your turn to babysit.
                         
                          JEN
           So...
                         
                          PEG
           Get off that thing.
                         
                          JEN
           Mom, why can't I switch with
           Charles?
                         
                          CHARLES
           Because you crushed Charles' top
           hat, you ever think of that?
                         
          Disgusted, Jen LOUDLY sets Charles' place as --
                         
                          JEN
           Oh, really, guess what? We're
           switching.
           11.
                         
                         
          Charles grabs a roll.
                         
                          CHARLES
           Guess what, no we're not.
                         
                          CHARLES' MOTHER
           Charles take these to the table!
           Benji, it's time for dinner. Hey,
                          JOE--
                         
                          JOE
           Goodnight, Mrs. Kaznyk--
                         
                          CHARLES' MOTHER
           Grab a seat, we have lots of food.
                         
                          JOE
           Oh no thanks, Ma'am, I'm okay.
           (to Charles, loaded)
           "See you tomorrow."
                         
                          CHARLES
           Later days.
                         
                          CHARLES' FATHER
           There's always a place for you
           here, you know that--
                         
                          JOE
           Oh, yessir. Thank you.
                         
          Joe leaves; Charles' parents share a look of pity for Joe.
                         
                         
          EXT. CHARLES' HOUSE - DUSK
                         
          An anomalous moment in this small steel town: the sun sets
          through the distant trees and it's beautiful, despite the
          distant belching SMOKESTACKS. Joe leaves Charles' house and
          CROSSES THE STREET to his own. SQUAD CAR in the driveway.
                         
                         
          INT. JOE'S HOUSE - DUSK
                         
          Joe comes into the kitchen through the BACK DOOR. Lucy the
          dog greets him. A TV is head somewhere. NIGHTLY NEWS reports
          on the ONGOING CLEAN-UP OF THREE MILE ISLAND. A half-empty
          BEER BOTTLE on the table. Joe peeks into the living room --
          but no one's there.
                         
          Joe looks around for his father. Heads down the hallway.
          Stops when he sees something off camera. We HOLD on Joe's
          face, sort of quietly stunned.
           12.
                         
                         
          And we se his POV: Jack, Joe's father, in uniform pants and T-
          shirt, sits on the edge of the bathtub, head in his hands,
          quietly CRYING.
                         
          Joe is stunned, staring at his dad. But he can't look away.
          And when he finally starts to head off, Jack looks up. Joe's
          mind scrambles for something to say, but Jack sniffles, gets
          it together, quick. Puts on a strong face.
                         
                          JACK
           Hey -- I'll be out in a minute--
                         
          Joe nods as Jack forces a smile and closes the bathroom door.
          HOLD ON JOE. Stunned and heartsick.
                         
                         
          INT. CAROL'S DINER - NIGHT
                         
          Commodores quietly sing "EASY" on the PA. Joe and his father,
          in civvies, sit beside each other at the counter. Jack eats a
          beef stew and reviews office paperwork, not looking at his
          son. Joe eats a grilled cheese, deeply lonely and not even
          knowing it.
                         
          Jack pulls out a PAMPHLET, and places it on the table:
                         
                          JACK
           It's a six-week program, hands-on
           training with college coaches.
                          (BEAT)
           You'll like it. I know I did.
                         
          Joe looks at the pamphlet for HEWITT SPORTS CAMP. Images of
          happy, smiling, healthy ATHLETIC KIDS. Not his thing.
                         
                          JOE
           I thought I was going to have the
           summer for myself--
                         
                          JACK
           Things have obviously changed for
           us. And it'd be good for you to
           spend some time with kids who don't
           run around with-- cameras and
                          MONSTER MAKE-UP--
                         
                          JOE
           I gotta help Charles finish his
           movie.
                         
                          JACK
           I have nothing against your
           friends. I like your friends.
                          (MORE)
           13.
                          JACK (CONT'D)
           Except Cary, who can't stop
           lighting things on fire. You'll
           like it there.
                          (FINALLY)
           It's what we both need.
                         
          Joe looks back at the pamphlet -- his other hand coming up
          from under the table -- and Jack sees that Joe is HOLDING HIS
          MOTHER'S LOCKET. Jack wants to cry again. He wants to throw
          that locket away, out of sight. But he just turns away.
                         
          Joe stares at the pamphlet. PUSH IN on the photo of beaming
          15-year-old KIDS. Then CUT TO THE HUNCHBACK OF NOTRE DAME:
                         
                         
          INT. JOE'S ROOM - NIGHT
                         
          TIGHT ON QUASIMODO; a plastic, painted AURORA model. RACK
          FOCUS to the paintbrush that comes into frame -- FOLLOW IT TO
          JOE, holding the brush, at his desk, making a model. A boy's
          room recently devoid of a mother's oversight; a mess. COMIC
          BOOKS and other PLASTIC MODELS, all built and painted by Joe.
          CARS and CREATURES and a TRAIN. His bedside CLOCK RADIO
          (11:56 PM) quietly plays "BAKER STREET." Then a RADIO SQUAWK -
          - Joe grabs a KID'S WALKIE-TALKIE:
                         
           CHARLES (V.O.)
           Okay, it's time -- don't get
           caught, over.
                         
                          JOE
           I won't. Over.
                         
          Joe turns off the walkie -- and he grabs a small plastic
          FISHERMAN'S TACKLE BOX as we HEAR:
                         
           CHARLES (V.O.)
           Wanna hear something gross?
                         
           CARY (V.O.)
           I do.
                         
           MARTIN (V.O.)
           No please, if you're really asking.
                         
                         
          EXT. JOE'S HOUSE - NIGHT
                         
          Midnight. Sitting on the curb with their GEAR and talking
          quietly, are Joe, Charles, Martin, Preston and Cary. Martin
          dressed in his detecting SUIT. Joe eats from a bag of
          Twizzlers.
           14.
                         
                         
                          CHARLES
           I sneezed so hard yesterday I shit
           my pants.
                          (THEY MOAN)
           I debated telling you.
                         
                          JOE
           Thanks.
                         
                          PRESTON
           That's called a "sharteeze" by the
           way.
                         
                          CHARLES CARY
          Well then I totally
          sharteezed in my pants. That's exactly what I'm
           talking about: the world is
           crazy, there's a name for
           everything...
                         
                          CHARLES
           Twizzler me.
                         
          Joe passes him a Twizzler.
                         
                          MARTIN
           So... people are turning into
           zombies because of the chemical
           factory, right?
                         
                          CHARLES
           Martin? I don't see how the guy
           playing Detective Hathaway can ask
           where the zombies are coming from.
                         
                          CARY
           Another classic from Smartin.
                         
                          MARTIN
           I told you, I don't like it when
           you call me that.
                         
                          CARY
           I'm sorry, Smartin.
                         
                          MARTIN
           Shut up.
                         
                          JOE
                          GUYS--
           15.
                         
                         
          All the boys look. Their faces BRIGHTEN. Headlights. The boys
          stand as the car STOPS beside them -- IT'S THE YELLOW BUICK
          WITH THE BLACK RACING STRIPE THAT PULLED UP TO JOE'S HOUSE
          DURING THE WAKE. But now, sitting in the driver's seat is 14-
          year-old ALICE DAINARD. She sees Joe.
                         
                          ALICE
           Joe Lamb?!
                         
                          JOE
           -- yeah?
                         
                          ALICE
           What the hell's he doing here?
                         
                          CHARLES
           Make-up, sound and special effects.
                         
                          ALICE
           He's the deputy's kid!
                         
                          CHARLES JOE
          -- what? (touch flattered)
           -- you knew that?
                         
                          ALICE (CONT'D)
           Charles, I don't have a license. I
           can't drive with him!
                         
                          CHARLES
           You want Joe to-- stay back? I--?
                         
                          ALICE
           It's too late! He's seeing me in
           this car right now.
                         
                          JOE
           You can trust me. My dad'll never
           know. I won't tell him anything.
                         
          Looking away, she's pissed. All the boys in silent wait. She
          considers, annoyed. Shakes her head. Finally:
                         
                          ALICE
           Get in.
                         
          The boys EXCITEDLY SCRAMBLE into the car.
                         
                         
          EXT. COUNTRYSIDE - NIGHT
                         
          The Buick crosses the nighttime horizon, leaving the small
          town, driving through a rural landscape.
           16.
                         
                         
           PRESTON (V.O.)
                          (TERRIFIED)
           You're driving very well. I'm
           impressed.
                         
                         
          INT. BUICK - NIGHT
                         
          Alice drives. The boys shoved in the back with the gear -- in
          front Charles struggles with his backpack and camera bags as
          he pulls out PAGES, arranging them. With her driving, there's
          an unusual, electric energy in the air. Joe eats his
          Twizzlers in the back, trying not to stare at Alice.
                         
                          CHARLES
           So I wrote a couple new lines, can
           I show you?
                         
                          ALICE
           What?
                         
                          MARTIN
           New lines? Charles-- what, I have
           new lines?
                         
                          CHARLES
           Shut up. There aren't a lot--
                         
                          ALICE
           I'm sorta trying to drive--
                         
                          CHARLES
           What would be great is: could you
           cry during the scene? Can you do
           that?
                         
                          ALICE
           ... no...?!
                         
          Cary messes with the radio. Alice moves his hand away.
                         
                          ALICE (CONT'D)
           Stop.
                         
                          CARY
           You know the first place I'm gonna
           drive when I get my license?
                         
                          JOE
           (offering to Alice)
           Want one?
                         
          Alice looks at him in the rear view. Their eyes hold a beat.
           17.
                         
                         
                          CARY
           New Castle, Pennsylvania. Fireworks
           capital of America.
                         
          She takes the Twizzler he offers and looks back to the road.
                         
                          MARTIN
           So I don't have any new lines,
           right? Because I just learned
           these.
                         
                          CHARLES
           Shut up.
                         
                          PRESTON
           I have never been a passenger in a
           vehicle without an adult driving.
           I'm unresolved as to how I feel
           about it.
                         
                         
          EXT. RURAL OHIO - NIGHT
                         
          The Buick WOOSHES PAST a solitary KELVIN GAS STATION. The car
          dips into the darkness, beneath a blanket of stars.
                         
                         
          EXT. TRAIN DEPOT - NIGHT
                         
          The Buick pulls up to this small, EMPTY TRAIN STATION in the
          middle of, essentially, nowhere. A series of HANGING LIGHTS
          illuminates the TRAIN PLATFORM. There's a small office,
          currently closed. No one around.
                         
          The kids get out of the car.
                         
                          CHARLES
           Guys, there's an electrical socket
           up here.
                         
                          MARTIN
           Hey, Charles, Charles, do I have
           more lines?
                         
                          CHARLES
           No. But you can pick up some stuff.
                         
          The boys carry many bags and the tripod.
                         
          PLATFORM - Charles looks at the scene through the "lens" he
          creates with both hands.
           18.
                         
                         
                          CHARLES (CONT'D)
           Guys, this is going to be great.
           Get the lights and camera on that
           end, we'll shoot this direction
           first, like we talked about! Joe,
           get the mike plugged in-- make sure
           the new batteries are in the camera
           before you do the make-up!
                         
                          JOE
           Okay.
                         
          Joe walks past Alive, who watches him. It strikes her that
          Joe is Charles' lackey.
                         
                         
          EXT. TRAIN DEPOT - PLATFORM - NIGHT
                         
          Martin sits alone with his copy of the pages, quietly reading
          and memorizing his lines.
                         
                          MARTIN
           "-- Sweetheart, this is my job, I
           have no choice." "That's nothing
           you need to worry about..." "What
           am I suppose to go to Michigan with
           you..."
                         
          Cary grabs his paper and throws it to the wind, sending
          Martin running after it.
                         
                          MARTIN (CONT'D)
           No, no, no. Cary.
                         
                         
          INT. PLATFORM
                         
          Preston sets up the lights as Cary arrives to show him his
          backpack full of FIRECRACKERS:
                         
                          CARY
           I took apart two packs of cherry
           bombs and made my own M-80.
                         
                          PRESTON
           Your obsession with fireworks --
           and I'm saying this as a friend --
           concerns me. And my mother.
                         
                          CARY
           Well you're a pussy. And your mom
           has one.
                         
          Cary takes off. Martin returns with his paper.
           19.
                         
                         
                          MARTIN
           Bogus, Cary.
                         
                         
          EXT. TRAIN DEPOT - PLATFORM - EDGE OF PLATFORM - NIGHT
                         
          Charles writes in his notebook. He starts to get up...
                         
                          CHARLES
           Martin, I have a new line for you.
                         
          He gets up to reveal Joe putting make-up on Alice. He walks
          over to Martin, Cary and Preston. Charles and Martin AD LIB.
                         
          TIGHT ON JOE'S TACKLE BOX, which opens. Inside is an
          assortment of MAKE-UPS, sponges, cotton balls, brushes, derma
          wax, spirit gum, and a large jar of FAKE BLOOD. Joe is
          preparing to make up Alice, who sits in front of him,
          watching carefully as Joe prepares BASE MAKE-UP on a sponge.
          He looks to her. A beat.
                         
                          JOE
           You mind?
                         
          Alice shakes her head: nope. Joe starts stippling the make-up
          onto her face. He is now, via sponge, touching the face of a
          girl he's admired for some time. After a beat:
                         
                          ALICE
           My dad works at the mill.
                         
          And she looks at him. Almost as if she were looking for
          something. Joe stops stippling. The tension is almost too
          much for him to bear.
                         
                          JOE
           Close you eyes. Please.
                         
          He indicates the sponge: it's for the make-up. She does. Joe
          starts applying the make-up to her eyelids. There's something
          provocative for Joe, being so close to Alice, with her eyes
          closed. Then, PRE-LAP:
                         
           CHARLES (O.S.)
           So this is very emotional.
                         
                         
          EXT. TRAIN DEPOT - PLATFORM - NIGHT
                         
          The lights (plugged into the car cigarette lighter) and
          camera (a EUMIG) are set. Alice has been made up, wears a
          coat with purse. Martin, in his tie, faces her. They both
          look over their script pages as Charles adjusts the camera.
           20.
                         
                         
          Joe, observing, holds the boom mike (a condenser mike taped
          to a broom handle), Preston wears an overcoat.
                         
                          CHARLES
           Alice: Mrs. Hathaway really doesn't
           want her husband to keep investiga--
                         
                          ALICE
           I know, we read it, we get it.
                         
                          CHARLES
           Okay, I'm just directing. Martin
           get on your mark. Martin, you're
           going to have to reassure her. Do
           you know what "reassure her" means?
                         
                          MARTIN
           Yeah, I think so.
                         
                          CHARLES
           Okay-- we're starting on Alice's
           side first-- Preston: a couple
           seconds after "action" walk to the
           pay phone, make it look like this
           place is busy--
                         
                          PRESTON
           I know what that looks like.
                         
          POP! Everyone JUMPS -- Charles turns -- Cary, laughing, has
          just exploded a firecracker:
                         
                          CHARLES
           Asshole, could you stop blowing
           shit up for two seconds and deal
           with the camera?
                         
                          CARY
           Sorry man.
                         
                          CHARLES
           Let's rehearse this -- save your
           real performances for when we're
           filming, though.
                         
          Martin and Alice put away their pages -- Cary gets behind the
          camera. Charles stands near the camera, kneeling to camera-
          height. Joe wears headphones and holds the boom over the
          actors' heads. Preston holds a suitcase, ready to walk.
                         
                          CHARLES (CONT'D)
           Ready? Here we go... action!
           21.
                         
                         
          Martin and Alice now perform as their characters, DETECTIVE
          JOHN HATHAWAY and MRS. REBECCA HATHAWAY:
                         
                          DETECTIVE HATHAWAY
           I'm going to stay here and
           investigate. I think it would be
           safer if you leave town.
                         
           MRS. HATHAWAY
           John. I don't like it. This case.
           These murders.
                         
                          DETECTIVE HATHAWAY
           What am I supposed to do, go to
           Michigan with you?
                         
          Preston walks past them, acting in the background.
                         
           MRS. HATHAWAY
           Mackinac Island's beautiful this
           time of year.
                         
          We're TIGHT ON JOE NOW, watching Alice. Slowly amazed at the
          unexpected depth and truth she brings to this role --
                         
                          DETECTIVE HATHAWAY
           Sweetheart. This is my job.
                         
           MRS. HATHAWAY
           The dead, coming back to life...? I
           think you're in danger--
                         
                          DETECTIVE HATHAWAY
           I have no choice--
                         
           MRS. HATHAWAY
           You do have a choice. We all do...
                         
          And holy shit, Alice actually starts to cry as she performs
          her lines. Not overdone, not hammy. Just fucking real.
                         
           MRS. HATHAWAY (CONT'D)
           John, I've never asked you to stop.
           I've never asked you to give up or
           walk away.
                         
          Charles watches -- in awe -- he's suddenly, giddily
          transported. But it's JOE who, as he stares, becomes
          galvanized; any vague interest in Alice has just set:
                         
           MRS. HATHAWAY (CONT'D)
           But I'm asking you now-- please.
           For me. Don't go back. Don't leave
           me.
                          (MORE)
           22.
           MRS. HATHAWAY (CONT'D)
           I need to know this isn't the last
           time I'll see you.
                          (BEAT)
           I just love you so much.
                         
          Martin is thrown by the passion and heart of her performance.
                         
                          DETECTIVE HATHAWAY
           ... I... I love you too...
                         
          And in the heat of it, Alice looks at Charles, unsure:
                         
                          ALICE
           Was that okay? Or... not really?
                         
          Charles is stunned -- almost crying -- can't talk -- and as
          he searches, behind him, a LIGHT --
                         
                          CHARLES
           -- uh, that was... I'm... that--
           yeah, good. Just like that.
                         
          Then a distant AIRHORN -- Charles looks: AN ONCOMING TRAIN.
          PUSH IN ON CHARLES, TIGHT. He turns to them all:
                         
                          CHARLES (CONT'D)
           PRODUCTION VALUE!!! Is there film
           in the camera?!
                         
                          CARY
           -- I didn't put it in--
                         
                          CHARLES
           PUT IT IN!!! PUT IT IN!!! Joe, get
           the mike ready. Go, go, Preston,
           get in position. Costume, costume.
           Martin, get that tripod set up.
           Joe, help her with her costume.
           Hurry, hurry! Go! I hope we don't
           miss the train. Preston, get in
           position! Martin, you know you
           lines, right?! IS THE FILM IN THE
           CAMERA YET?!
                         
          As Charles runs to Alice, takes her script pages.
                         
                          ALICE
           I love how calm he is.
                         
                          JOE
           Yeah, he's a very relaxed guy.
           23.
                         
                         
          Joe laughs a little as he goes -- Cary RIPS OPEN a YELLOW
          SUPER 8 box -- Joe grabs the mike -- Cary INSERTS the film:
          CLICK! Joe plugs in the mike, Charles grabs the camera:
                         
                          CHARLES
           Everyone ready...?! Be extra loud
           when the train passes by! Oh God, I
           hope it stops! You ready?!
                         
          They're set to film toward Alice, the approaching train in
          her background -- Charles puts on the headphones --
                         
                          CHARLES (CONT'D)
           And... ACTION!
                         
          And they're shooting:
                         
                          DETECTIVE HATHAWAY
           I'm going to stay here and
           investigate. I think it would be
           safer if you left town for a couple
           of days.
                         
           MRS. HATHAWAY
           John. I don't like it. This case.
           These murders.
                         
                          DETECTIVE HATHAWAY
           What am I supposed to do, go to
           Michigan with you?
                         
           MRS. HATHAWAY
           Mackinac Island's beautiful this
           time of year.
                         
                          DETECTIVE HATHAWAY
           Sweetheart. This is my job.
                         
          Charles watches, beaming with excitement. Joe holds the boom,
          looks to Charles to make sure it sounds okay; this is when he
          notices something in the distance. HEADLIGHTS. A quarter mile
          away, a vehicle drives along the horizon. A beat. But the
          train is APPROACHING -- GETTING LOUDER -- which makes Joe
          turn back toward the train -- the thing almost upon them --
          LOUDER AND LOUDER, so the actors begin to YELL over the
                         GROWING DIN:
                         
           MRS. HATHAWAY
           THE DEAD, COMING BACK TO LIFE?! I
           THINK YOU'RE IN DANGER!
                         
                          DETECTIVE HATHAWAY
           I HAVE NO CHOICE!!!
           24.
                         
                         
           MRS. HATHAWAY
           YOU DO HAVE A CHOICE! WE ALL DO!!!
           John, I've never asked you to stop.
           I've never asked you to give up or
           walk away.
                         
          Joe looks back at the headlights -- and sees something very
          odd: the distant vehicle TURNS ONTO THE TRACKS. PUSH IN ON
          JOE, unsettled -- as the train CROSSES THEM NOW -- Joe looks
          back toward Alice -- a BLAST OF AIR, shockingly LOUD!
                         
           MRS. HATHAWAY (CONT'D)
           But I'm asking you now-- please.
           For me. Don't go back. Don't leave
           me. I need to know this isn't the
           last time I'll see you.
                          (BEAT)
           I just love you so much.
                         
          Alice and Martin continue to yell their lines -- Charles is
          almost LAUGHING at how good this looks -- but Joe LOOKS
          DESPERATELY BACK toward the headlights -- the train LIGHTING
          UP THE OLD PICK-UP THAT IS ABOUT TO CRASH INTO THE TRAIN!
                         
                          DETECTIVE HATHAWAY
           I love you too!!
                         
          And Joe finally swings the mike down and YELLS:
                         
                          JOE CHARLES
          GUYS, WATCH OUT!!! Joe what the hell are y--?!
                         
          -- just then BA-BA-BA-BAM!!! THE TRAIN ENGINE, HUNDREDS OF
          YARDS AWAY, SLAMS INTO THE TRUCK -- THE KIDS GASP -- REACT --
          AS THE TRAIN ENGINE DERAILS!
                         
                          JOE
           Run!
                         
          THE TRAIN BEGINS TO CRASH -- ACCORDION -- THE KIDS SCREAM --
          RUN -- ENTIRE 50-TON CARS JACKNIFE AND CRASH UPWARD -- FLYING
          VERTICAL -- CHARLES' SUPER 8 CAMERA AND TRIPOD SLAM ONTO THE
          PLATFORM, LANDING SIDEWAYS, STILL FILMING as the CRASH WAVE
          APPROACHES AND PASSES THEM!
                         
          THE KIDS SCATTER, PRESTON AND MARTIN RUN ONE WAY. CHARLES,
          CARY AND JOE RUN ANOTHER. JOE STOPS AS ALICE RUNS AROUND THE
          BUILDING.
                         
                          JOE (CONT'D)
           Alice!
                         
                          CHARLES
           Joe, we have to go.
           25.
                         
                         
          They run off.
                         
                          CHARLES (CONT'D)
           I DON'T WANT TO DIE!!!
                         
          AS NEARBY CARS RIP OFF TRACKS, TUMBLE -- CARS FROM FATHER
          BACK JETTISON TOWARD THEM, SLAMMING INTO THE DEPOT,
          SHATTERING IT -- THE ENTIRE AREA IS DECIMATED IN AN INSTANT!
          And then --
                         
          IT'S OVER. Just the odd, dying CHUGS and SCREECH-SCREECH-
          SCREECH of TRAIN WHEELS running out of momentum, HISSES of
          STEAM, the unnatural bending of steel.
                         
          In the DUST, JOE lies frightened on the ground, eyes tightly
          shut. His mind races, his heart pounds -- and then: A LOUD
          METAL BANG! Joe stands up fast, faces a MOUNTAIN of twisted
          STEEL -- UPSIDE-DOWN TRAIN CARS PILED FRIGHTENINGLY around
          him. Just another few feet and he would've been crushed. But
          what was that sound? Something metal? Then again: SLAM! Joe
          BACKS UP, afraid -- it was almost a LABORED GROAN --
          MECHANICAL or ANIMAL?! A crazy SCREECH, another BANG, then
          AGAIN and AGAIN!!!
                         
          We see Joe TIGHTLY GRIPPING HIS NECKLACE LOCKET IN HIS HAND --
          THEN: CRASH! -- AWFUL-LOUD -- and a TWISTED TEN-FOOT SQUARE
          SHEET OF METAL EXPLODES FROM BEHIND THE OVERTURNED TRAIN CARS
          -- Joe covers his head as the metal STABS THE GROUND, twenty
          feet away: a TRAIN SLIDING DOOR. Joe turns to see it --
          stunned -- then back to the direction of the NOISE -- but it
          is GONE. Nothing.
                         
          TIGHT ON CHARLES' CAMERA -- on its side, FINISHING UP A
          CARTRIDGE OF FILM.
                         
           JOE (O.S.)
           Guys?!
                         
          Joe finds MARTIN, on his knees, THROWING UP -- Martin keeps
          throwing up, but pumps a THUMBS UP.
                         
                          JOE (CONT'D)
           Martin, are you okay?! Preston, is
           that you?
                         
                          PRESTON
           I'm okay! Though I think I'm having
           a heart attack! And I have a
           scrape!
                         
          Joe MOVES FORWARD -- up to camera -- behind him, Cary
          appears, smiling. This kid enjoyed the crash:
           26.
                         
                         
                          CARY
           Guys, did you see those explosions?
           That was awesome.
                         
                          JOE
           Has anyone seen Alice?!
                         
           CHARLES (O.S.)
           I'm alive! Is anyone dead?
                         
          Through the debris, steel and dust. Joe moves forward --
          Charles, shaken, eyes wide, appears through the thick dust --
                         
          Joe moves forward, looking at, under a train WHEEL
          ASSEMBLY... BLOOD. A PUDDLE OF BLOOD and Joe's heart sinks as
          he moves toward it -- another woman he loves, crushed?!
          Charles and Preston and Cary see the blood --
                         
           CHARLES (CONT'D) PRESTON
          -- oh God-- -- no -- nonono...
                         
          Martin, still sick, calls out:
                         
                          MARTIN CARY
          -- what? Guys, what is it? ... shit...
                         
          Joe moves closer to the blood -- heartsick -- on the verge of
          DEEP, REAL TEARS -- everything stops -- but then:
                         
           ALICE (O.S.)
           -- what's all that blood?
                         
          Joe WHIPS AROUND -- standing in the dusty mess is ALICE --
          shaken, but absolutely alive. Joe just BEAMS.
                         
                          ALICE (CONT'D)
           What's the blood? -- did someone
           get hurt--?
                         
          But JOE SUDDENLY KNOWS -- he moves to the blood -- reaches
          below the wheels -- the others watch, freaked out --
                         
           KIDS (AD LIB)
           Joe, wait -- maybe you shouldn't
           touch -- what are you-- careful!
                         
          Joe pulls out his CRUSHED MAKE-UP KIT. He brightens:
                         
                          JOE
           It's my fake blood. It's fake!
                         
                          CHARLES
           What is this stuff?
           27.
                         
                         
          ALICE NOTICES THAT HE'S HOLDING THE NECKLACE. Joe notices
          this and POCKETS IT self-consciously. PRESTON calls out:
                         
                          PRESTON
           Guys, what are these things?
                         
          Joe looks -- they all move to Preston (except Cary, who heads
          off): CRATES have spilled from a nearby split car; many
          shattered, revealing THOUSANDS OF SMALL WHITE-METAL CUBES
          which now litter the ground. Joe kneels, picks one up:
                         
                          MARTIN
           Hey, don't touch it, what are you
           doing?
                         
                          CHARLES
           They look like white Rubik's cubes
           or something. They're heavy like
           metal or something. There's like a
           billion of them.
                         
          It's just a few inches per side, an UNUSUAL DESIGN. Behind
          them, having walked up the ANGLED SIDES of overturned train
          cars, Cary calls out:
                         
                          CARY
           Guys, get up here. You can see
           everything from up here.
                         
          They move up the mass of metal, revealing a VAST VIEW OF THE
          WRECK. It seems to stretch on forever. It is SOBERING.
                         
                          CHARLES CARY
          Oh my God. ... Look at that...
                         
                          PRESTON
           According to my Uncle Seth, an
           accident like this is exceptionally
           rare.
                         
                          JOE
           It wasn't an accident.
           (turns away, eyes on the
                          FIELD)
           There was a truck. On the tracks.
                         
                          CHARLES
           What? Driving on the tracks?
                         
          Joe's seen it. He points. Chilled.
                         
                          JOE
           There.
           28.
                         
                         
          Thrown fifty yards from the main wreckage is THE PICK-UP
          TRUCK. SHEARED IN HALF UPON IMPACT and lying in the overgrown
          grass.
                         
                          MARTIN
           How can a pick-up truck derail a
           train? That's impossible.
                         
                          PRESTON
           Obviously it isn't.
                         
          BOOM UP from behind the SHATTERED PICK-UP as the kids
          approach from the wreckage. PUSH IN ON THEM as they arrive at
          the truck and STOP; what they see makes Joe's heart pound --
          they're stunned -- all of them. They just stop. Finally:
                         
                          CARY
           ... holy shit...
                         
                          CHARLES
           -- is that him?
                         
                          ALICE
           (covers her mouth))
           -- yeah, it's him--
                         
                          MARTIN
           -- who?
                         
                          PRESTON CHARLES
          It is, yeah, for sure-- Holy shit.
                         
                          MARTIN (CONT'D)
           What? Who is that?
                         
          WE SEE NOW: it's DR. WOODWARD -- 75, seat-belted, bloody and
          unconscious, stuck inside the crushed wreckage. Alice moves
          closer -- scared and sad for him --
                         
                          ALICE
           Dr. Woodward...?
                         
          No one can take their eyes off this as, SOTTO:
                         
                          MARTIN
           That's Dr. Woodward? The science
           guy?
                         
                          PRESTON
           Biology.
                         
                          CARY
           Honors biology.
           29.
                         
                         
                          MARTIN
           Wow... I'm not in his class.
                         
                          CARY
           We know.
                         
                          MARTIN
           Shut up, Cary.
                         
                          CHARLES
           Remember when Old Man Woodward took
           your Electronic Football?
                         
                          CARY
           Yeah, he put it in the "dungeon,"
           never gave it back...
                         
                          MARTIN
           The dungeon?
                         
                          PRESTON
           That trailer Woodward keeps in the
           school parking lot.
                         
          Joe moves next to Alice, who reaches out and gently NUDGES
          him -- you keep expecting him to suddenly grab her --
                         
                          ALICE
           ... Dr. Woodward?
                         
          But he's apparently dead; when she nudges him, he LEANS, his
          arm drops limp from the steering wheel, where he was HOLDING
          A PAPER, that has now fallen onto the ground. Joe picks it
          up. UNFOLDS IT: it's an OLD MAP -- thin, off-white paper.
          They hold it up, the map now backlit and obscuring Woodward.
          We see MARKER WRITING ON IT -- a BLACK LINE, from Nevada to
          Dayton -- and NUMBERS written along the way.
                         
                          PRESTON JOE
          Map of the contiguous United
          States... -- what's the writing?
                         
           ALICE (CONT'D) CHARLES
          -- dates and times. -- what's that line across?
                         
                          JOE
           It's a schedule for the train.
                         
          But a SHADOW has appeared: A TREMBLING HAND -- before they
          can react, it RIPS THE MAP AWAY -- THEY ALL SCREAM AS OLD DR.
          WOODWARD IS REVEALED, BLOODY EYES OPEN, in a DAZE:
                         
           DR. WOODWARD
           -- who-- who are you?
           30.
                         
                         
          They're all speechless for a moment. Finally, too loudly:
                         
                          CHARLES
           Dr. Woodward! It's Charles Kaznyk!
           From fourth period! You've been in
           an accident!
                         
          BUT WOODWARD HAS REACHED INTO HIS JACKET AND PULLED OUT A GUN
          -- THE KIDS JUMP BACK, STUNNED --
                         
           DR. WOODWARD
           They will kill you. Do not speak of
           this -- or you -- and your parents -
           - will die.
                         
          We're on Joe's stunned face -- but DISTANT VOICES make him
          turn his head: hundreds of yards away, through the wreck,
          FIGURES WITH FLASHLIGHTS APPROACH FAST --
                         
                          JOE
           -- guys, look --
                         
          The rest turn to look -- their minds are racing, all of them:
                         
                          ALICE
                          (SCARED)
           -- we shouldn't be here--
                         
           DR. WOODWARD
           GOOOOOOOOO!!!
                         
          The kids start moving away --
                         
                          PRESTON CHARLES
          My dad will de-ball me! Let's get out of here!!!
                         
          Now they're SPRINTING -- FLASHLIGHT MEN getting closer.
                         
          Charles arrives on the platform, grabs his camera.
                         
          Alice hurries past, hunting for her keys in that big purse --
          she eyes the FLASHLIGHT MEN getting closer:
                         
                          ALICE
           MOVE YOUR ASS, WE GOTTA GO!!!
                         
          Joe grabs his make-up kit -- another duffel -- runs for the
          car, past a whining Charles.
                         
                          JOE
           GET IN THE CAR!!!
           31.
                         
                         
          As the FLASHLIGHT MEN APPROACH, Joe runs and gets in the
          front seat, the other boys in back -- Alice SLAMS the car
          into REVERSE, SCREECH-BACKS UP, narrowly avoids debris, then
          RIDES OFF -- the FLASHLIGHT MEN arrive -- SOLDIERS -- their
          adrenaline pumping. One man who WALKS UP TO THE CAMERA,
          eyeing the vanishing car with intense suspicion: COLONEL
          NELEC. He then looks to the ground in front of him.
                         
          CLOSE ON A FRESH, EMPTY YELLOW SUPER 8 FILM BOX. Nelec steps
          to it, picks it up. Looks at it. Then back up at the
          disappearing car. We PUSH IN ON HIS BURNING EYES AND --
                         
                         
          EXT. OHIO ROAD - NIGHT
                         
          RRRRRRRROOOOOOOOOAAAAAARRRRRRRR! The Buick speeds past.
                         
                         
          INT. BUICK - NIGHT
                         
          Overlapping mayhem, but Charles obsesses over his camera:
                         
                          CHARLES PRESTON
          Holy shit, that was insane! He had a gun! An actual
           physical gun!
                         
                          CARY CHARLES
          I can't believe all that just
          happened here! Nothing ever My whole camera lends is like
          happens here!!! shattered now!
                         
                          PRESTON
           My heart is pounding! That train
           could of killed us.
                         
                          JOE
                          (TO ALICE)
           Are you okay?
                         
          As Alice nervously drives, she shakes her head: no.
                         
                          CHARLES
           Oh shit, all the glass just fell
           out!
                         
                          MARTIN
           I HAVE NEVER HAD A TEACHER AIM A
           GUN AT ME!
                         
                          ALICE
           It's hard enough to drive without
           everyone yelling!
           32.
                         
                         
                          JOE
           Guys, keep it down!
                         
                          CARY JOE
          Joe: what was Woodward
          talking about? I don't know, I don't know--
                         
                          MARTIN
           I'm never taking a train again.
                         
                          PRESTON
           "You'll die, your parents will
           die," guys, that is not good
           information.
                         
                          CHARLES
           Great, the focus ring just fell
           off!
                         
                          CARY
           No one cares about your CAMERA!
                         
                          MARTIN
           Am I the only one shaking?! I'm
           also crying --
                         
                          ALICE
           We can't tell anyone we were there -
           - we can't say a thing about it --
           my dad cannot find out I took his
           car, do you guys hear me?!
                         
                          JOE
           It's okay-- no one's saying
           anything. None of us.
           (to his friends)
           Guys -- we're not gonna say
           anything -- are we?!
                         
          The boys all muster, "no's." Joe turns sweetly to Alice.
                         
                          JOE (CONT'D)
           See? No one's gonna know.
                         
          Alice nods; if not quite relieved, at least grateful for Joe.
          But they all stare off for a long beat... haunted.
                         
                         
          EXT. ROAD - NIGHT
                         
          The Buick SPEEDS AWAY...
           33.
                         
                         
          EXT. JOE'S HOUSE - NIGHT
                         
          CRANE DOWN as the Buick pulls up. The dusty boys pile out.
          They all kind of look at each other. What a night. Charles,
          who looks at Joe for a beat, holds up his defunct camera on
          the tripod. Joe nods.
                         
          Alice finds something on the passenger seat and holds it out.
                         
                          ALICE
           Joe, this is yours.
                         
          Joe goes to the window. Alice holds it out: THE CUBE. He
          takes it with:
                         
                          JOE
           -- oh, thanks,
                         
                          ALICE
           I should never have done this.
                         
          She just drives away. Left there are Joe, Charles, Preston,
          Cary and Martin. They all kind of look at Alice go.
                         
                         
          INT. JOE'S BATHROOM - NIGHT
                         
          Joe in the bath. The quiet SWISH of water as Joe holds the
          CUBIC OBJECT. He relives the night: he mouths explosions.
          Remembers the fear... then he smiles.
                         
                         
          INT. JOE'S BEDROOM - MORNING
                         
          Joe is STARTLED AWAKE as if from a nightmare; Jack has awoken
          him, quickly bucking his holster, urgent:
                         
                          JACK JOE
          Gotta head in early -- -- okay--
          Make sure you let Lucy out. -- I will --
                         
          Pull back WIDE to see Joe's room -- while in the FOREGROUND
          is his desk, crowded with stuff. In focus, however, is the
          CUBED OBJECT he took from the crash site. As the shot
          progresses, you may notice that THE CUBE HAS CHANGED SHAPE;
          THE VOLUME IS THE SAME, BUT THE CORNERS HAVE EXTENDED.
                         
                          JACK JOE
          You gonna -- what, you with
          Charles today? Yeah, I'll be with Charles--
          Make sure you get the yard. -- okay, I will.
                         
          Jack heads off.
           34.
                         
                         
          INT. JOE'S HOUSE - KITCHEN - MORNING
                         
          TIGHT SHOT: Joe fills Lucy's FOOD DISH with kibble. No dog.
                         
                         
          EXT. JOE'S HOUSE - MORNING
                         
          Joe hurries across the street.
                         
                         
          INT. CHARLES' HOUSE - MORNING
                         
          Typical Kaznyk bustle: Father busily packs sack lunches. Hot
          Jen eats cereal, reads a magazine. One Twin plays HANDBALL
          loudly against a wall. Peg keeps walking through the scene
          with clothes. Mother cooks, says to the other twin (in grimy
                         SHORTS):
                         
                          JEN
           Mom, come on!
                         
                          CHARLES' MOTHER
           No. You're not wearing that. No one
           in this house is wearing that.
                         
                          JEN
           Compared to Debbie's these are
           long.
                         
                          CHARLES' FATHER
           Just listen to your mother.
                         
                          JEN
           I can't wear these or go to Wendy's
           party? This is not fair.
                         
                          CHARLES' MOTHER
           Jennifer Anne, not fair is Africa.
                         
                          JEN
           Mom's racist.
                         
                          PEG
           Are there anymore English muffins?
                         
                          CHARLES' MOTHER
           I don't know, go check.
                         
                          CHARLES' FATHER
           Peg, tell the twins to stop.
                         
                          PEG
           They don't listen to me.
           35.
                         
                         
                          CHARLES' FATHER
           Hi, Joe.
                         
          It all continues as Joe has entered from the front door.
                         
                          JOE
           Morning, Mr. Kaznyk--
                         
                          CHARLES' MOTHER
           Hi, Joe. Did you hear about the
           train accident?
                         
                          JOE
           Uh... no.
                         
                          CHARLES' MOTHER
           It's on the news.
                         
          Joe is moving toward the living room, where Charles sits on
          the sofa, eyes glued to the TV, A TRAIN CRASH BEING REPORTED
          ON THE LOCAL NEWS; HELICOPTER SHOT of the wreck. The CHYRON
          READS, "TRAIN DERAILED - AIR FORCE AIDS CLEAN UP." Joe sits
          beside Charles. They both watch, stunned, as a PHOTO OF DR.
          WOODWARD appears on the TV, with the heading "DRIVER OF TRUCK
          CRITICALLY INJURED, BEING TREATED." WHISPERED:
                         
                          CHARLES
           Can you believe this?
                         
                          JOE
           No.
                         
                          CHARLES
           It's on the news. That means it's
           real.
                         
           NEWS REPORTER (V.O.)
           Meanwhile, local science teacher
           Thomas Woodward is still being
           treated by Air Force medical
           personnel after last night's train
           derailment. Woodward apparently
           fell asleep at the wheel of his
           pick-up truck, which was hit by the
           speeding train at approximately one
           AM. Eighty-two train cars were
           thrown from the tracks in the
           derailment, the largest such
           accident in Ohio's history. The
           condition of Woodward, who has
           taught at Lillian Middle School for
           the past six years, remains
           unknown.
           36.
                         
                         
          Both stare at the train crash, stunned. Finally, quietly:
                         
                          JOE
           ... Looks like a disaster movie,
           doesn't it...?
                         
          And we PUSH IN ON CHARLES, going from depressed and lost to
                         INSPIRED:
                         
                          CHARLES
                          (WHISPERS)
           ... oh my God, Joe... that's
                          AWESOME--
                         
                          JOE
           -- what?
                         
                          CHARLES
           We can use this -- we can film it --
                         
                          JOE
           (starts to smile)
           -- you wanna go back?!
                         
                          CHARLES JOE
           (turns to him) --okay--
          Holy shit, that's mint.
          You're a total brain--! We
          gotta get the camera fixed
          and the film developed from
          last night-- I gotta go steal
          some more money from my mom!
                         
                         
          EXT. LILLIAN, OHIO - BRIDGE - MORNING
                         
          Joe and Charles ride their bikes into town, across a BRIDGE,
          the massive STEEL MILL in the background --
                         
                          CHARLES
           If any of the footage from last
           night is usable, that means we need
           Alice to play the wife again.
                         
                          JOE
           Yeah, I thought she was good.
                         
                          CHARLES
           She was mint, but she's never gonna
           do it.
                         
                          JOE
           I think she will.
           37.
                         
                         
                          CHARLES
           There's no way. You heard what she
           said.
                         
                          JOE
           But that was before the new pages,
           right?
                         
                          CHARLES
           You honestly think she cares about
           the scenes?
                         
                         
          EXT. LILLIAN, OHIO - MAIN STREET - DAY
                         
          TILT DOWN from the town's WATER TOWER -- Joe and Charles ride
          their bikes underneath it, crossing Main Street -- two large
          MILITARY TRUCKS drive past, we may note the Airman in the
          passenger seat SCANS THE AREA with a handheld device.
                         
                          CHARLES
           Man, did you hear what she said
           last night? "I never should have
           done this!" Dude, she was totally
           wigged!
                         
                          JOE
           Yes, she was, we all were.
                         
                          CHARLES
           Did you see her face?
                         
                          JOE
           Yeah, I saw her face.
                         
                          CHARLES
           Man, what's wrong with you?
                         
                          JOE
           Nothing. I think she's going to do
           it.
                         
          They park their bikes outside OLSEN CAMERA AND HI-FI.
                         
                         
          INSERT - WHITE PAGES
                         
          The book opens -- Joe's finger goes down -- finds "LOUIS
          DAINARD" and the phone number. We're in:
           38.
                         
                         
          INT. OLSEN CAMERA AND HI-FI - MORNING
                         
          Joe at the counter, DIALING THE ROTARY PHONE, Charles behind
          him with DONNY, the 19-year-old, dark-haired, bearded
          salesman with a big collared button-down shirt.
                         
                          CHARLES
           Lens is cracked. Focus ring broke.
                          (BEAT)
           Ya think it's fixable?
                         
          Joe HEARS Alice's phone number RINGING.
                         
                          DONNY
           I think it's cheaper to buy a new
           one.
                         
                          CHARLES
                          (TO JOE)
           We're screwed, man, it's over!
                         
           JOE ALICE (V.O.)
          We can use my dad's camera --
          it's got sound and-- Hello?
                         
                          JOE
           Alice-- hi, it's Joe. Lamb.
                         
          As Charles opens the camera, pulls out the film:
                         
           ALICE (V.O.)
           Hi...
                         
                          JOE
           So we have some new scenes. For the
           movie. We were hoping you'd be in
           `em.
                         
           ALICE (V.O.)
           Oh-- no. No, I'm done with that.
                         
          Joe twirls a hanging Kodak "RELIVE THE MEMORIES" SUPER 8 film
          PROMOTIONAL SIGN, speaking in a soft voice:
                         
                          JOE
           Really? `Cause these are really
           good scenes.
                         
          Charles hands the film cartridge to Donny.
                         
                          CHARLES
           We need this developed as soon as
           possible -- can you do overnight?
           39.
                         
                         
                          DONNY
           Asshole, no one can do overnight.
           You wanna buy some pot?
                         
          Charles reacts; he's never smoked anything.
                         
                          CHARLES
           ... no, thank you.
                         
                          DONNY
           You guys are weak.
                         
           ALICE (V.O.)
           I'm watching the crash on the news.
                         
                          JOE
           Yeah, I know, I saw it.
                          (CONCERNED)
           Are you okay?
                         
                          CHARLES
           Well, what's the fastest you can
           do?
                         
                          DONNY
           I can make it a rush, you get the
           film back in three days-- what's
           your sister up to? The hot one, not
           the other one.
                         
                          CHARLES
           I don't know.
                         
           ALICE (V.O.)
           I should go.
                         
           JOE ALICE (V.O.)
          -- wait, hold on -- lemme
          come over and show you the
          pages, okay? I'll be right
          there. No, d--
                         
                         
          EXT. ALICE'S HOUSE - DAY
                         
          Lower-lower-middle class house, set against woods. Joe with
          Alice at her front door. She seems unnerved:
                         
                          ALICE
           I don't care what Charles wants-- I
           said no on the phone.
           40.
                         
                         
                          JOE
           You totally did, that's true, I
           know, but--
                         
                          ALICE
           And now you're at my house.
                         
                          JOE
           I am, which-- under normal
           conditions I would nev--
                         
                          ALICE
           It's too weird after last night-- I
           don't understand how you guys can
           keep working on your stupid movie,
           I really don't.
                         
                          JOE
           We have to-- while the crash is
           still there.
           (waits, anxious, then,
                          VERY SOFTLY:)
           ... please...?
                         
                          ALICE
           (she considers, then:)
           No.
                         
          But Alice's eyes have flicked to the Buick, pulling up.
                         
                          ALICE (CONT'D)
           You should go.
                         
          Joe watches Louis get out of the car -- the man who got
          arrested at his mother's wake -- carrying a small grocery
          bag. He sees Joe and darkens as he approaches:
                         
                          LOUIS
           What's this?
                         
                          ALICE
           He was just inviting me to a party.
                         
          Joe steps back as Louis arrives; Louis seems to hate Joe, but
          at the same time, can barely look at him:
                         
                          LOUIS
           She's not going to your party.
                         
                          JOE
           Yessir.
                         
          Louis throws Alice a dark, resentful glare.
           41.
                         
                         
                          LOUIS
           You know better than this.
                         
          She nods, uncomfortable. Louis turns to Joe:
                         
                          LOUIS (CONT'D)
           You get outta her. You go home and
           don't come back, I don't wanna see
           you.
                         
          Louis goes back inside. Alice follows, turns to Joe. As
          awkward moment between them. Then, quietly, conflicted:
                         
                          ALIE
           I'll do it.
                         
                          JOE
           -- what?
                         
          She closes the door. Alone, despite it all, Joe is happy. Off
          his smile, we HEAR LOUD POPS: BAM! BAM! BAM! BAM!
                         
                         
          EXT. HILLTOP - DAY
                         
          Martin -- as Detective Hathaway -- FIRES A GUN -- shooting
          CARY, dressed in a dirty suit, as a man TURNING INTO A ZOMBIE
          -- his eyes WIDE AND GLOSSY WHITE -- and as he is HIT BY THE
          BULLETS, he SLAMS HIS HAND ONTO HIS CHEST -- BLOOD BURSTS ALL
          OVER HIM and he FALLS PAINFULLY TO THE GROUND. We then find
          CHARLES, behind his camera, yelling out:
                         
                          CHARLES
           CUT! That was mint! So good! And it
           looked huge with the train! Wow!
           Joe: go reload the cap gun!
                         
                          JOE
                          OKAY --
                         
          WIDE SHOT, rising PAST SIX BICYCLES, thrown to the ground in
          a typical kid jumble. Charles, Joe and Preston, with Joe's
          dad's KODAK CAMERA on tripod, have been filming, their gear
          scattered. KEEP MOVING OVER THEM, to Martin and Alice, who
          were on camera. Beyond them, in the valley, the TRAIN CRASH
          seems to go forever. MILITARY TRUCKS, TENTS and SOLDIERS.
          HELICOPTERS buzz in the distant sky. Joe moves over to Alice,
          who looks out at the crash. During all this:
                         
                          CHARLES
           We'll get the other direction next -
           - Alice, that was mint-- Martin, go
           a little faster next time.
           42.
                         
                         
                          MARTIN
           I'll try, but I'm still crying
           about last night, I feel like I'm
           crazy.
                         
          Cary sits, pulls off the CUT-OUT PING PONG BALLS that were
          covering his closed eyes.
                         
                          CARY
           Did it really look good? My death?
                         
          CLOSE ON JOE as he arrives beside Alice, who looks out at the
          train, haunted. Quiet:
                         
                          ALICE
           ... what do you think happened...?
                         
          Joe stops reloading the gun, looks out, gets lost as well.
                         
                          JOE
           You mean why he crashed the train?
                         
                          ALICE
           I just got a horrible feeling.
                         
          Martin has arrives there too. Preston too:
                         
                          MARTIN
           Anyone else still shaking from the
           crash?
                         
                          PRESTON
           I got in my parents' bed last
           night. Haven't done that since I
           was eleven.
                         
          Joe suddenly WALKS AWAY FROM THEM, back toward the camera.
                         
                          PRESTON (CONT'D)
           ... did I just insult him?
                         
          Joe grabs the camera, near Charles:
                         
                          CHARLES
           -- dude, what are you doing?
                         
          Joe moves the camera back to Alice -- he looks through the
          lens -- uses the ZOOM -- and WE SEE JOE'S POV -- the CRASH,
          ZOOMED IN -- he PANS from ONE CAR TO ANOTHER.
                         
          Alice watches Joe, who peers into the camera for a long beat,
          finally standing up, looking out at the crash:
           43.
                         
                         
                          JOE
           That whole thing's an Air Force
           train.
                         
                          ALICE
           -- what?
                         
                         
          INT. DINER - DAY
                         
          The kids sit at a table at the window. The CAR LOT is across
          the street. They're talking excitedly but quietly:
                         
                          JOE
           I make models-- plastic ones-- you
           know, glue `em, paint `em--
                         
                          PRESTON
           And he's not embarrassed by that.
                         
                          CARY
           Looks who's talking, Math Camp.
                         
          A WAITRESS is there, delivering more FOOD --
                         
                          CHARLES
           Thanks, could I have a coffee,
           please? Cream on the side?
                         
                          WAITRESS
           (really?)
           Sure.
                         
          She heads off. Cary smiles at Alice.
                         
                          CARY
           He is so sophisticated.
                         
                          CHARLES CARY
          Shut up, I like coffee. No one likes coffee.
                         
                          ALICE
           Keep going.
                         
                          JOE
           Air Force trains -- even models --
           have these hooks...
                         
                          PRESTON
           Ooo! Ooo ooo ooo! They do -- for
           when their train cars are put on
           transport ships.
           44.
                         
                         
                          JOE
           Every car in that crash had hooks,
           every one...
                         
                          CHARLES
           Joe: stop talking about it.
                         
                          MARTIN
           Am I the only one who doesn't
           understand what this all means?
                         
                          CARY
           Probably, Smartin.
                         
                          MARTIN
           Shut up, I don't like that--
                         
                          JOE PRESTON
          Dr. Woodward had that map.
          He drove onto the tracks.
          Maybe there was something-- -- he wanted to destroy,
          he wanted to destroy? yeah.
                         
                          CHARLES
           Please shut up, all of you.
                         
                          CARY
           I say he was just sick of being old
           and wanted to kill himself.
                         
                          JOE
           He had a gun, why not use that?
                         
                          PRESTON
           There are infinitely more effective
           ways to commit suicide: pills,
                          HANGING--
                         
                          CARY CHARLES
          Pussy, stop pulling the fries
          away. I ordered these for a reason.
          -- he gets all possessive
          with his fries, it's so
          annoying.
                         
                          PRESTON (CONT'D)
           You could jump from a building.
                         
                          MARTIN
           Fall down stairs.
                         
                          PRESTON
           Well, that's not really effective.
           45.
                         
                         
                          ALICE
           So, if it's Air Force, what would
           the Air Force have on a train?
                         
                          CHARLES
                          (WHISPER YELLING)
           SHHHHJESUS! You heard what the Old
           Man said, we can't talk about this!
           (to waitress, with coffee)
           -- thank you, very much.
                         
                          PRESTON
           Drowning, hari kari, also known as
           seppuku--?
                         
                          CARY
           Excuse me, could we please get
           another order of fries because my
           friend here is fat?
                         
                          CHARLES
           Funny, Chompers, at least I don't
           use a booster seat.
                         
                          MARTIN
           What was your teacher even talking
           about? Who are we supposed to be
           afraid of anyway?
                         
                          CHARLES
           I don't wanna find out -- guys, we
           gotta forget we were there. Joe,
           seriously... you really wanna take
           a chance that something could
           happen to your dad, too?
                         
          This lands for Joe -- for all of them -- as we CUT TO:
                         
                         
          EXT. CRASH SITE - DAY
                         
          The massive train wreck that goes on for a mile. Hundreds of
          MILITARY work to clean up fast. A truck DRIVES PAST CAMERA,
          taking us to Jack and Nelec, who WALK together amid the
          debris. Choppers land and take off in the background:
                         
                          NELEC
           Yes, I understand, this crash has
           caused a whole mess of confusion.
           46.
                         
                         
                          JACK
           As you can expect, the local
           authorities are trying to figure
           out just what happened here as well
           as how to help you out.
                         
                          NELEC
           It's under control. It'll be a very
           fast clean-up.
                         
                          JACK
           Colonel, there isn't anything I
           should know, is there?
                         
                          NELEC
           Not that I can think of, Deputy. I
           understand you have concerns about
           our cargo.
                         
                          JACK
           I'd like to see that manifest, yes.
                         
                          NELEC
           That's not going to be possible.
                         
                          JACK
           Colonel, I've got a lot of people
           in my town that are gonna want to
           know what's taking place.
                         
                          NELEC
           -- what town is that?
                         
                          JACK
           ... Lillian.
                         
                          NELEC
           Deputy, if you're asking me if we
           had any dangerous property on board
           this train, I can assure you the
           answer's no.
                         
                          OVERMYER
           Colonel.
                         
                          NELEC
           Excuse me.
                         
          Jack looks at Nelec -- not quite believing him...
           47.
                         
                         
          INT. POLICE STATION - DAY
                         
          Jack is with Sheriff Pruitt, who stands, distracted, picking
          up reports from his desk, on his way out.
                         
                          JACK
           They gave me the run around for two
           hours before I was allowed to talk
           to anyone.
                         
                          PRUITT
           I'd say they have their hands full,
           wouldn't you?
                         
                          JACK
           Nelec -- the Colonel -- refused to
           show me their manifest, said they
           were carrying mostly airplane parts-
                         
                          PRUITT
           It's Air Force, Jack. Airplane
           parts sorta make sense.
                         
                          JACK
           Sheriff, I'm telling you, there's
           something else going on -- they're
           taking molds of tire tracks -- now
           why would they be doing that? Who
           are they looking for? And they're
           packing these weird little cubes
           into crates and they're--
                         
                          PRUITT
           Weird little cubes?
                         
                          JACK
           --yeah, into these red trucks,
           dozens of these trucks -- and I'm
           telling you, they're scrambling to
           get the hell outta there--
                         
                          PRUITT
           I'd say that's a good thing,
           wouldn't you?
                         
                          JACK
           Sheriff, I think you need to go
           check it out.
                         
                          PRESTON
           And I think you need a break.
                          (BEAT)
           Jack, I've been telling you this
           since Elizabeth.
                          (MORE)
           48.
                          PRESTON (CONT'D)
           You're a good deputy. But you need
           to take a vacation.
                          (BEAT)
           Go home. Take off your uniform. Go
           fishing. And give your son a hug.
                         
          Pruitt walks off. Jack, unsettled, watches him go.
                         
                         
          INT. KELVIN GAS STATION - NIGHT
                         
          FINGERS TAPPING -- they're fingers on a COUNTER, a WALKMAN
          sitting beside them. BOOM UP to 23-year-old BREEN, who digs
          the BLONDIE he's listening to. He is alone in the station
          store. Behind him, 60-year-old SHERIFF PRUITT enters.
                         
                          SHERIFF PRUITT
           Hey Breen, I'm not sure Edie's
           paying you to listen to the radio.
                         
          Breen doesn't respond. The sheriff throws a candy bar at him.
                         
           SHERIFF PRUITT (CONT'D)
           Breen.
                         
          Breen pulls off the headphones.
                         
                          BREEN
           Hey, Sheriff.
                         
                          SHERIFF PRUITT
           What's that?
                         
                          BREEN
           Walkman. It's like a stereo, play
           your own cassette tapes.
                          (OFFERS HEADPHONES)
           You wanna try it?
                         
                          SHERIFF PRUITT
           (pays for the candy bars)
           I don't think so. Kids walking
           around with their own stereos. Just
           what we need. It's a slippery
           slope.
                         
          He exits the store.
                         
                          BREEN
           ... yessir.
                         
          Pruitt heads out; Breen puts the headphones on again.
           49.
                         
                         
          EXT. KELVIN GAS STATION - NIGHT
                         
          We see we're at the lonely gas station the kids drove past
          earlier. Pruitt's SQUAD CAR filling up, the only car here.
          High overhead, a yellow KELVIN sign TURNS atop a tall pole
          near the road. Pruitt crosses to his car. Peels the candy
          bar. Hearing something, he turns -- a PACK OF DOGS RUN BY. A
          DISTANT SHOT AS THE LIGHTS ALL MOMENTARILY DIM AND FLICKER.
          CLOSE UP of the PUMP'S SPINNING white NUMBER on black; the
          gallons and dollar amount blurring higher -- then A BIZARRE
          REFLECTION -- Pruitt sees it, turns -- and what he sees is
          TALL AND TERRIFYING -- he DROPS THE CANDY -- GOES FOR HIS
          GUN, BUT --
                         
                         
          INT. KELVIN GAS STATION - NIGHT
                         
          Breen, eyes closed, blasts his Walkman (we only hear TINNY
          MUSIC) as, through the window behind him, the rear of the
          squad car SUDDENLY SPRINGS UPWARD VIOLENTLY as if the FRONT
          SECTION WAS SUDDENLY CRUSHED! PRUITT SCREAMS, MUFFLED, as the
          CAR SLAMS back to the pavement -- LIGHTS FLICKER --
                         
                         
          EXT. KELVIN GAS STATION - NIGHT
                         
          Gas PUMPING onto the asphalt, SCREAMS OF PRUITT, horrible,
                         CONFOUNDING --
                         
                         
          INT. KELVIN GAS STATION - NIGHT
                         
          PRUITT'S SCREAMS END as Breen OPENS HIS EYES AND RIPS off the
          headphones: the hell was that? He looks outside -- sees the
          car -- shattered windows. Confused, he heads out --
                         
                         
          EXT. KELVIN GAS STATION - NIGHT
                         
          Breen moves tentatively toward the CRUSHED CAR -- quickly
          glances for Pruitt, who's missing. He gets close to the car,
          confounded by what he sees -- hands shaking, he rights the
          pump and replaces it. His heart pounds as he starts for the
          building -- but SLIPS ON THE GAS -- falls hard -- looks up --
          sees whatever's coming for him -- SCREAMS as he gets to his
          feet and RUNS LIKE A MOTHERFUCKER --
                         
                         
          INT. KELVIN GAS STATION - NIGHT
                         
          Breen RUSHES INSIDE -- we're WITH HIM as behind him:
          KKKRASH!!!! An EXPLOSION OF GLASS AND JUNK FOOD and --
           50.
                         
                         
          EXT. KELVIN GAS STATION - NIGHT
                         
          WE LOOK DOWN UPON THE STATION FROM UP HIGH -- where the
          turning, lit KELVIN SIGN BLOCKS OUR VIEW FOR THE MOMENT -- we
          can only HEAR THE HORROR happening inside the station until
          FINALLY the sign REVEALS THE STATION -- everything inside
          looks like it's in a BLENDER -- THERE'S A SUPER-HUMAN
          UPHEAVAL HAPPENING IN THERE -- and Breen's SCREAMS CONTINUE
          as the turning Kelvin sign BLOCKS OUR VIEW AGAIN -- as the
          SOUND GETS UNBEARABLE, A SUDDEN CUT TO:
                         
          A FACE. A MAKE-UP BRUSH APPLYING MAKE-UP. It's ALICE, and
          she's becoming a ZOMBIE. We are:
                         
                         
          INT. CHARLES' KITCHEN - DAY
                         
          Joe makes her up -- a not half-bad, simple ZOMBIE MAKE-UP.
          Pale skin, sunken eyes and cheekbones. In the background, the
          other kids prepare to film.
                         
          He hands her a mirror, she gazes into it, sort of amazed.
                         
                          ALICE
           Where'd you learn how to do this?
                         
                          JOE
           Mostly the Dick Smith Monster Make-
           up Handbook.
                         
          She nods. Whatever. Charles is suddenly there, with Cary:
                         
                          CHARLES
           Hey! So I'm gonna need more shots
           of the train crash, obviously-- you
           know that train model you made? Can
           we blow it up and film it?
                         
          Joe doesn't want to do this at all. AT ALL. But...
                         
                          JOE
           ... sure.
                         
                          CHARLES CARY
          Mint. Gnarly!
                         
          Charles and Cary head off, planning the explosions. Alice
          looks at him knowingly.
                         
                          JOE (CONT'D)
           I don't care, they can blow it up.
           I can show you the train, it's
           nothing, it's stupid.
                          (BEAT)
                          (MORE)
           51.
                          JOE (CONT'D)
           You wanna see it? Later? The...
           train? My train model? The train I
           made?
                         
          The LIGHTS IN THE HOUSE DIM -- BROWN OUT -- then back on.
                         
                          CHARLES MARTIN
          That's like the third time Dude. Bitchen.
          that's happened.
                         
                          ALICE
           So how am I supposed to be a
           zombie?
                         
                          JOE
           Oh. Just be a lifeless ghoul.
           Someone with no soul, dead eyes.
           Scary. D'you ever have Mrs. Mullin?
                         
                          ALICE
           For English? Yeah--
                         
                          JOE
           -- like her. But hungry, like
           hungry for human flesh. To make
           them turn into zombies, because
           that's what zombies do.
                         
          Alice considers this -- then, after a beat, starts doing her
          best zombie. Joe smiles, `cause it's pretty good.
                         
                          JOE (CONT'D)
           Oh my God. That's really good...
                         
          And Alice slowly leans in toward him -- is this performance?
          Or is this something else--? And she PUTS HER MOUTH ON HIS
          NECK IN A FAKE BITE, which makes Joe go still -- a shiver
          down his spine -- he's never felt anything like this in his
          life. And when she pulls back, her performance over, she's
          smiling. He doesn't know what to say, tries to stay cool.
                         
                          JOE (CONT'D)
           ... not bad.
                         
                         
          EXT. KELVIN GAS STATION - DAY
                         
          We're NEAR THE GAS PUMPS, LOW TO THE GROUND -- DOLLY as Jack,
          EDIE and MR. BLAKELY come out here. We pass SMALL SHATTERED
          PIECES OF RED AND BLUE PLASTIC and STOP AND RACK to the GUN
          Sheriff Pruitt dropped.
           52.
                         
                         
                          EDIE
           -- Careful, there was a gas spill.
           I don't even know how much fuel
           I've lost.
                         
           MR. BLAKELY
           -- You don't seem to be asking a
           lot of questions.
                         
                          EDIE
           -- Give this man some time, Mr.
           Blakely.
                         
           MR. BLAKELY
           He's just the Deputy, he's not the
           Sheriff...
                         
          Jack kneels by the Smith and Wesson Model 19. Jack pulls out
          a handkerchief, lifts the fun -- PUSH IN ON the engraved
          initials "H.P." JACK IS ROCKED BY THIS. He opens the cylinder
          to check if it had been fired.
                         
          CUT BACK WIDE. No squad car here. Jack checks out the broken
          BLUE AND RED PLASTIC as he makes a walkie call:
                         
           MR. BLAKELY (CONT'D)
           I think this is most likely a bear
           attack.
                         
                          EDIE
           Remember when I said you talk too
           much? Well, this is the time.
                         
                          JACK
           Vicky, ya heard from Sheriff Pruitt
           this morning?
                         
           VOICE (V.O.)
           Negative, still no word.
                         
                          JACK
           Vicky, I need you to have Dayton
           send a CS unit out to Edie's. You
           put out an APB on the Sheriff and
           Breen Haskell -- send units to
           their houses immediately. You copy
           all of that?
                         
           VOICE (V.O.)
           ... copy. And Jack, we're getting a
           lot of unusual calls.
                         
                          JACK
           ... what kind of unusual calls...?
           53.
                         
                         
          EXT. CAR LOT - DAY
                         
          Angry IZZY, 65, OPENS A NEW CAR HOOD: PIECES OF THE ENGINE
          RIPPED AWAY, MESSY -- DOLLY WITH HIM, Jack follows:
                         
                          IZZY
           Never seen this kinda thing before.
                         
          Izzy opens ANOTHER CAR HOOD: PIECES MISSING.
                         
                          IZZY (CONT'D)
           What the hell am I supposed to do?
           Insurance company thought I was
           joking with him. Look at my
           Bonneville here-- look at this. I
           got a call about this car
           yesterday. What am I going to tell
           the customer?
                         
          ANOTHER HOOD -- PIECES MISSING.
                         
                          JACK
           Having trouble with anyone lately,
           Izzy?
                         
                          IZZY
           I was thinking, you should talk to
           Louis Dainard. I didn't help him
           out with financing last year,
           wouldn't be surprised if this was--
           some sorta sick retribution.
                         
          As Jack heads back to his car, THREE RESIDENTS move to him,
          walk with him, AD LIB:
                         
                          RESIDENTS JACK
          -- Some strange shit has been -- d'you call the station
          going on. My antenna's gone-- yet. You need to call the
          our dog is gone, he hasn't station. And file a report,
          come home this morning -- before anything can be done
          Jack, my lights keep going on about it. And then we can
          and off. Counting on you, take care of these things. If
          Jack. you do that for me, I promise
           you, I'll handle it myself.
                         
          He seems to have appeased them -- but as he turns, we see how
          stressed he is. He stops, noticing FOUR MILITARY TRUCKS
          DRIVING PAST, SLOWLY, ANTENNAS atop the trucks, and the men
          inside seemingly scanning the area. Jack is disturbed by
          this.
           54.
                         
                         
          EXT. HILL TOP
                         
          Joe rides along a hillside. Parks his bike. Walks toward the
          edge.
                         
                          JOE
           Lucy. Lucy. Lucy!
                         
          He stops to reveal the town of Lillian.
                         
                         
          EXT. LILLIAN STREET - DUSK
                         
          Joe rides the street, calling out:
                         
                          JOE
           Lucy! ... Lucy!
                         
          WIDE SHOT as he DIPS down a neighborhood hill, sun LOW.
                         
                         
          EXT. LILLIAN, OHIO - MAIN STREET - DUSK
                         
          A community CORKBOARD. Joe posts up a piece of paper; we SEE
          IT NOW IN CLOSE-UP. It's a MISSING DOG SIGN FOR LUCY. We're
          on Joe's face as he finishes pinning it up -- when something
          he sees makes him stop. He slowly takes a step back. Then
          another... his eyes glued to the board.
                         
          Then we see the REVERSE -- SLOWLY PULLING BACK -- REVEALING
          THAT THERE ARE DOZENS AND DOZENS OF BRAND NEW "DOG MISSING"
          SIGNS POSTED ON THE BOARD. It's COVERED in them. Joe is so
          stunned, he doesn't notice the MILITARY TRUCKS that pass in
          the background behind him.
                         
                         
          INT. JOE'S HOUSE - KITCHEN - NIGHT
                         
          KA-BAM: back door opens, Joe enters. EMPTY PIZZA BOX on the
          table. Jack and four POLICE OFFICERS in the living room,
          smoking, reviewing POLICE REPORTS, marking MAPS, taking notes
          -- WORKING ON THE PROBLEMS THEY'RE HAVING --
                         
                          OFFICER MIKE
           We need more help around here.
                         
                          OFFICER GORDON
           We've got four men on the Pruitt
           case alone. We've called into
           Dayton, they'll be out in the
                          MORNING----
           55.
                         
                         
                          JACK
           That's not enough. People don't
           feel safe here -- and you know why?
           `Cause they're not--
                         
          The officers agree. Joe moves into the doorway where his dad
          and other convene.
                         
                          JACK (CONT'D)
           -- the Air Force isn't answering a
           damn question: they've got trucks
           at Woodward's house, looking for
                          SOMETHING --
                         
                          OFFICER
           They've got trucks all over town.
                         
                          OFFICER JAY
           I saw a guy riding shotgun in one
           of those trucks -- had some kind of
           scanner in his hand --
                         
                          DEPUTY TALLY
           --like a Geiger counter or
                          SOMETHING--
                         
                          JACK
           I know. They're saying it's just
           clean-up at the train crash, but
           they're taking molds of tire
           tracks. Which means they're looking
           for someone-- now what's that
           about?
                         
          Joe has heard this and DROPPED HIS FLASHLIGHT -- the men all
          turn, silent. Joe, on the spot:
                         
                          JOE
           -- have you... seen Lucy?
                         
                          JACK
           I'm sure she's around. I put a
           couple of slices in the fridge for
           you there.
                         
                          DEPUTY TALLY
           -- oh-- I ate those. Sorry, Kid--
                         
                          JOE
           That's... okay, I'll find a--
                         
          Then the POWER GOES OUT -- the men react -- it FLICKERS ON
          AND OFF -- Jack grabs his radio a the POWER RETURNS:
           56.
                         
                         
                          JACK
           Vicky, you got power at the
           station?
                         
           DISPATCH (V.O.)
           On and off. Brook County's in the
           dark.
                         
                          JACK
           Get water and power out there now.
                         
                         
          INT. JOE'S LIVING ROOM - NIGHT
                         
          Joe paints his model on the floor of his living room,
          watching In Search Of and talking to Charles on his walkie
          talkie.
                         
                          JOE
           So the Air Force is looking for a
           car -- Alice's dad's car -- they're
           taking tire prints from the crash
           site. Over.
                         
                          CHARLES
           I don't wanna hear about it. They
           could be monitoring us right now!
           Jesus, shut up. Over!
                         
                          JOE
                          (VERY CONCERNED)
           And the military's at Woodward's
           house. Looking for his research.
           Whatever that means?
                         
                          CHARLES
           Joe -- YOU CAN NOT FLAKE OUT ON ME
           AND BE A DICK! Are you gonna come
           help me tomorrow or not? I need you
           to make Alice a zombie again.
                         
          And Joe tries to snap himself out of it. But is disturbed.
                         
                          JOE
           Okay... I'll do the make-up. Over.
                         
                         
          EXT. COUNTRY ROAD - NIGHT
                         
          WIDE SHOT: middle of nowhere wooded area as an OHIO POWER
          CHERRY PICKER TRUCK drives up, parks beside a UTILITY POLE.
           57.
                         
                         
          INT. DWP CHERRY PICKER - NIGHT
                         
          ROONEY, 49. Cigarette in his mouth, makes notes on a
          weathered clipboard. Glances at the power line. Doesn't
          understand what he sees -- PUSH IN ON HIM. He radios in:
                         
                          ROONEY
           This is Rooney at Mary-10, was
           there re-routing on this line?
                         
           VOICE (V.O.)
           Negative, but the grid through
           Liberty is dark.
                         
                          ROONEY
           ... yeah, `cause there's no
           overhead lines on these poles.
                         
           VOICE (V.O.)
           -- come again?
                         
                          ROONEY
           No power, no comm cables. Stand by.
                         
          He DRIVES AGAIN -- we see a WIDE SHOT OF THE LANDSCAPE --
          HALF A DOZEN UTILITY POLES -- ALL BARE -- NOT ONE WIRE.
                         
                         
          EXT. SALVAGE YARD ROAD - NIGHT
                         
          The truck comes to a stop, roadside. Tall trees and a SALVAGE
          YARD behind them. PUSH IN ON ROONEY who calls in:
                         
                          ROONEY
           We got over a half mile of copper
           missing.
                         
           VOICE (V.O.)
           -- that-- doesn't sound possible.
                         
                          ROONEY
           Lines are back up at M-38.
                         
          In the cherry picker bucket, Rooney works the controls. He
          begins LIFTING; a WIDE SHOT shows him rising to the bare
          utility pole STEPDOWN TRANSFORMER. When Rooney finally gets
          to the top, with gloves hands, he inspects the transformer.
          After a moment, though, he stops. HEARS something else, past
          the sound of electricity. He looks over toward the SALVAGE
          YARD. Except it's mostly hidden by the trees. From here,
          Rooney can only see the tops of the JUNK PILES. A small
          METALLIC CRASH. Then ANOTHER.
           58.
                         
                         
          Rooney cranes his neck to get a view. Another METALLIC CRASH,
          this time GLASS BREAKING, too. Then, in the distance, at the
          middle of the salvage yard, SOMETHING FLIES INTO THE AIR,
          FALLING AND LANDING WITH A CLANG-THUNK.
                         
          Rooney strains his eyes to see -- what the hell was that? A
          tin can? A piece of a fender? Hard to tell from here.
                         
          Then, thrown into the air: A CAR TIRE. It lands with a THUD.
          Rooney then uses the bucket controls -- MOVES BACKWARD AND UP
          -- a touch higher toward the transformer -- not exactly
          watching how close he is getting. He stops. Watches.
                         
          An ENTIRE JUNKED MOTORCYCLE flies into the air, discarded,
          twirling, and CRASH LANDS, out of sight.
                         
          Rooney is stunned. As the METALLIC RUMMAGING SOUNDS CONTINUE,
          Rooney moves the bucket EVEN HIGHER -- when suddenly his
          bucket BEEP-BEEPS LOUDLY -- a warning he's too high -- and he
          suddenly stops it and the BEEPING STOPS --
                         
          But so do the rummaging sounds. SILENCE, save for the eerie
          HUM OF POWER. He waits. Nothing. Wants a better view, so he
          begins to LOWER THE BUCKET.
                         
          We're in a WIDE SHOT, seeing his DESCEND, PAINFULLY SLOWLY.
                         
          Then we're in a LONG LENS CLOSE UP of Rooney as he SLOWLY
          DROPS -- TIGHT ON HIM as he's looking over toward the salvage
          yard -- and it takes us a minute to realize there's fucking
          SOMETHING BEHIND HIM -- SO BIG WE DIDN'T SEE IT -- COMING OUT
          OF THE SHADOWS -- IT'S GOT MUSCLE AND FLESH AND IT MAKES AN
          UNGODLY SOUND AND IT INSTANTLY GRABS HIM -- THE TRUCK ROCKS
          AS WE CUT INSIDE THE CAB OF THE TRUCK, LOOKING OUT THE
          WINDSHIELD -- KEEEEEEESH!!! IT SPIDERS AS ROONEY'S LEGS
          IMPACT THE GLASS AND SUDDENLY WE'RE IN A WIDE SHOT OF THE
          CHERRY PICKER, ROCKING BACK AND FORTH IN INCREASINGLY SMALLER
          MOVEMENTS, UNTIL THE TRUCK IS MOTIONLESS. Empty. Alone.
                         
          Then: NOISE -- and an AMPLIFIED VOICE:
                         
           MRS. BABBIT (V.O.)
           I wanna know who took `em.
                         
                         
          INT. TOWN HALL - DAY
                         
          A LOUD TOWN MEETING. Two-hundred frustrated CITIZENS crowd
          the auditorium. Jack at the podium, TOWN OFFICIALS, including
          the local MAYOR sit on stage as well. Currently, MRS. BABBIT,
          52, speaks into the microphone on the floor:
           59.
                         
                         
           MRS. BABBIT
           Twenty microwave ovens: gone from
           my inventory. Brook County's
           without power -- this feels to me
           like a Russian invasion.
                         
          The town ROARS its approval -- Jack, impotent, tries:
                         
                          JACK
           Mrs. Babbit, I don't believe the
           Russians have anything to do with
           what's happening in town-- but I'm
           calling the curfew because w--
                         
           MRS. BABBIT
           Until you can tell me who's messing
           with us, I say it's the Soviets and
           we're at war. I like you, Jack, but
           we need Sheriff Pruitt back.
                         
          The town ERUPTS in agreement --
                         
                          JACK
           We have good people working on
           that. Mr. McCandless.
                         
          A short, bald man of 65, MR. MCCANDLESS speaks:
                         
           MR. MCCANDLESS
           Since Wednesday morning, my Ham
           radio's been a mess -- all sorts of
           frequencies I like to scan. Some
           kind of buzz modulation-- have you
           found that?
                         
          PUSH IN ON JACK, HEARING THIS --
                         
                          JACK
           Mr. McCandless, can I speak with
           you for a moment, privately?
                         
          The Mayor takes over as Jack has a SIDEBAR MEETING with Mr.
                         MCCANDLESS:
                         
           MR. MCCANDLESS JACK
          -- it was like having my -- that must be very annoying-
          radio hi-jacked-- - you don't know the
           frequencies off-hand, do you?
          -- sure I do: 13201 to 13710, (pulls out paper, pen)
                         15015 TO 15048--
           60.
                         
                         
          EXT. POLICE STATION - DAY
                         
          Jack hurries from the town meeting to the station --
                         
                          WOMAN
           Jack, all the tools in the garage
           are gone.
                         
                          JACK
           Patty, get in touch with Vicky.
           David, have you seen Milner?
                         
                          DAVID
           No, sir, I haven't seen him.
                         
                          MAN
           There's a sink hole in my garage.
           It almost sank a foot.
                         
                          JACK
           Hey Tom. Tom, have you seen Milner?
                         
                          TOM
           Have you tried his office?
                         
                          JACK
           Check his office.
                         
                          MAN
           The powers been out for days
                         
          Jack continues, into:
                         
                         
          INT. POLICE STATION - DAY
                         
          DOLLY FAST with an exasperated Jack as he WRITES, tailed by
          ASSISTANT DEPUTY ROSKO --
                         
                          JACK
           --Rosko, I need you to get every
           radio we have and you tune to these
           frequencies -- understand?
                         
                          ROSKO
           No. What?
                         
                          JACK
           Hey Danny, you have a radio scanner
           with a descrambler don't you?
                         
                          DANNY
           Voice inverter, yeah.
           61.
                         
                         
                          JACK
           Whatever, get it down and set it up
           for me.
                         
                          ROSKO
           What is this?
                         
                          JACK
           I think the Air Force is using
                          UNASSIGNED CHANNELS--
                         
          He heads for his office, seeing LOUIS, who is being escorted
          out by an Officer across the room.
                         
                          LOUIS
           Hey -- he was at my house yesterday
           morning, are you aware of that?
                         
                          OFFICER ROSKO
           (quiet to Jack)
           We brought him in about the car lot
           and other things -- he's clean.
                         
                          LOUIS
           I'd appreciate it if you would
           inform your son that my house if
           off-limits. And so it my daughter.
                         
          Louis heads out -- HOLD ON JACK AS he turns, ENTERS HIS
          OFFICE, and as that door opens, we CUT TO:
                         
                         
          INT. JOE'S ROOM - LATE AFTERNOON
                         
          The door opens of his messy, motherless room. Joe and Alice
          enter. He could not be more self-conscious. He moves stacks
          of comic, tosses some dirty clothes behind the bed -- pair of
          underwear and socks. He closes the closet and hangs a bath
          towel on his desk chair. She looks around sa she enters. The
          light dim, intimate.
                         
                          JOE
           Oh gawd, I didn't clean up.
                         
          Joe quickly moves a pile of papers and books from the desk to
          the floor; NOTEBOOKS AND SCHOOL WORK spill out and we get a
          GLIMPSE of some "B-MINUSES" and other "C-PLUSES" in RED.
                         
          Joe, embarrassed, hides them, then moves to his MODELS:
                         
                          ALICE
           -- you made all these?
           62.
                         
                         
                          JOE
           Yeah, that's the Hunchback of Notre
           Dame. I watched that one on TV.
                          HERE---
                         
          Alice sits on the bed. Joe takes the FIVE-CAR TRAIN MODEL.
          She moves close:
                         
                          JOE (CONT'D)
           This is the train they wanna
           destroy.
                         
          Alice hold it. Joe watches her. She really looks at it.
                         
                          ALICE
           ... it looks real.
           (beat, studies)
           It looks so old...
                         
                          JOE
           That's dry brush technique.
           (off her look)
           After you've painted the base
           color, you take something like...
           (grabs up Testors bottle)
           Euro Gray.
                         
          Her face is so close to his. Her hair touches his ear.
                         
                          ALICE
           Euro Gray...
                         
                          JOE
           There are so many different grays,
           it's crazy. And you pour a little
           onto like a paper plate. Then you
           take a dry brush and you just dip
           it in, then you brush on the paper,
           so the paint's barely on the brush.
           Then you make small brush strokes
           on the model. Little ones, like
           where the wear and tear would be.
           Around the wheels. Or where the
           doors would slide. Then you do it
           again, like with Camouflage Gray--
           or here, I used Insignia Red to
           make it look like there was another
           coat of paint on there before. Like
           they painted over it, but you could
           see it scratched off.
                         
          Lost in thought, he looks at her. Suddenly self-conscious.
           63.
                         
                         
                          ALICE
           What was that necklace?
           (off his awkward stare)
           The one you were holding at the
           train crash. Was it your mom's?
                         
          It takes him a beat. Finally:
                         
                          JOE
           My dad gave it to her the day I was
           born. She wears it all the time.
           Used to.
                          (BEAT)
           It was bad, how she-- died and
           stuff, but they got the necklace
           back. So.
                         
          Their tension INTERRUPTED BY an out of breath Charles:
                         
                          CHARLES
           Guys, what the hell?! No one knew
           where you were.
                         
                          JOE
           We're sitting right here.
                         
                          CHARLES
           You gotta be the soldier.
                         
                          JOE
           I thought you were calling Evan.
                         
                          CHARLES
           Evan blew us off, he's a pussy.
                          (TO ALICE)
           Excuse me.
                         
                          ALICE
           It's okay.
                         
                          CHARLES
           You gotta do it. You're the only
           one.
                         
                         
          INT. POLICE STATION - JACK'S OFFICE - DAY
                         
          Jack with OFFICER TALLY (24):
                         
                          JACK
           The hell do you mean you "found my
           dog in Brookville?" That's a
                          DIFFERENT COUNTY--
           64.
                         
                         
                          OFFICER TALLY
           Lucy-- that's where she is. We've
           gotten nearly thirty calls from
           people who have found local dogs.
           Thing is, the calls coming in
           aren't local.
                         
          Tally puts a MAP on his desk -- 28 DOTS in a CIRCLE, anywhere
          from a 20 to 150 MILE RADIUS, WITH LILLIAN AT THE CENTER.
                         
           OFFICER TALLY (CONT'D)
           It's like they all just... ran
           away, every direction...
                         
          Jack is stunned.
                         
                         
          INT. POLICE STATION - DAY
                         
          Officer Rosko at his desk, with a YOUNG WOMAN, a HAM RADIO at
          his desk beside a REEL-TO-REEL TAPE DECK. He takes notes:
                         
                          YOUNG WOMAN
           It's not her. She never's
           disappeared before.
                         
                          OFFICER ROSKO
           Alright. Now what does she look
           like?
                         
                          YOUNG WOMAN
           She's got dark hair, it was in
           rollers. Do you know what rollers
           are?
                         
                          OFFICER ROSKO
           Yes, I know what rollers are.
                         
                          YOUNG WOMAN
           She went to her car--
                         
          Suddenly a GARBLED ELECTRONIC SOUND from the HAM RADIO. Rosko
          quickly hits RECORD on the reel-to-reel --
                         
                          OFFICER ROSKO
                          EXCUSE ME--
                         
          He grabs speaker, turns the volume knob, puts the speaker
          close to the tape recorder, turns on recorder.
           65.
                         
                         
          INT. POLICE STATION - DAY
                         
          FOUR OFFICERS gather as Jack PLAYS BACK THE REEL-TO-REEL
          through Milner's DESCRAMBLER. He WRITES DOWN AS THEY LISTEN
          TO MEN'S VOICES, creepily FILTERED and BROKEN UP:
                         
           MALE VOICE (V.O.) OFFICERS
          --zero-niner center opera - (AD LIB)
          ocal position-- fangs out. Listen, that's Air Force.
          Cop-- confirm, Operation What are they doing
          Walking Distance is-- six- transmitting on these
          three-niner, retur-- frequencies? Maybe they don't
          erations. want anyone to find em? Maybe
           they're not Air Force.
                         
                          ROSKO
           What's he say? Operation what?
                         
                         CLOSE ON--JACK:
                         
                          JACK
           Walking Distance.
                         
                         
          EXT. WOODWARD'S HOUSE - DAY
                         
          MILITARY VEHICLES parked everywhere. Personnel removing boxes
          from the house, packing it all up. But out front, Joe is
          dressed as an Airman, performing with Martin, dressed as the
          detective.
                         
          Military trucks surround the house. Hathaway is with a
                         SOLDIER:
                         
                          DETECTIVE HATHAWAY
           I came as soon as I could, what's
           happening here?
                         
                          OFFICER JOE
           Military police investigation. It
           was a suicide.
                         
                          DETECTIVE HATHAWAY
           Suicide? Who was it?
                         
                          OFFICER JOE
           A former Air Force officer. He
           called me last night, said he had a
           secret that he couldn't keep any
           longer.
                         
          Officer Joe hands Hathaway a FILE. Hathaway looks at it.
           66.
                         
                         
                          DETECTIVE HATHAWAY
           What's this?
                         
                          OFFICER JOE
           He worked at Romero Chemical. He
           found out some things the company's
           been doing. After what you told me
           at the bar, I thought you should
           know.
                         
          Cary behind the camera, Charles beside him:
                         
                          CARY
                          (QUIETLY)
           Are we gonna get in trouble here--?
                         
                          CHARLES
                          (WHISPER-YELL)
           Shhhh! Production value! It's for
           the movie!
                         
                          DETECTIVE HATHAWAY
           This proves it. They knew, the
           company knew. Thank you so much for
           the information.
                         
                          OFFICER JOE
           We just made the discovery
           ourselves. You understand this is
           top secret.
                         
                          DETECTIVE HATHAWAY
           Of course.
                         
                          OFFICER JOE
           I would never have given you this
           information if you and I hadn't
           served together in Vietnam.
                         
          As it continues, we see Alice behind the camera, watching
          Joe, smiling. But then she sees something that disturbs her:
          Jack's CRUISER pulls up.
                         
                         
          INT. WOODWARD'S HOUSE - DAY
                         
          A dozen OFFICERS go through HUNDREDS OF CARDBOARD BOXES of
          documents. Books and personal belongings are put into boxes,
          taken from the house. Overmyer enters, crosses to Nelec, who
          reviews a folder.
                         
                          OVERMYER
           Nothing so far--
           67.
                         
                         
                          NELEC
           How much more is there?
                         
                          OVERMYER
           Sixty boxes in the basement, maybe
           more.
                         
                          NELEC
           What, more tax returns?
                         
                          OVERMYER
           It's here somewhere. If we can't
           find it, Woodward'll tell us where
           it is.
                         
          But Nelec has seen something outside: THE KIDS.
                         
                          NELEC
           ... the hell's that?
                         
                          OVERMYER
           ... looks like kids making a
           movie...
                         
          Behind them, a WINDOW, showing the street, where Jack insists
          Joe get into the car. Nelec looks out -- sees Jack take Joe
          by the arm, grab the tripod and head to his squad car.
                         
                         
          EXT. WOORWARD'S HOUSE - DAY
                         
          As Jack gets out, he sees the kids and isn't happy. He moves
          toward Joe and his friends:
                         
                          CHARLES
           Joe.
                          (TO JACK)
           Hey, Mr. Lamb!
                         
          Joe spins around as Jack arrives, grabs his camera from
          Charles and saying firmly, to Joe:
                         
                          JACK
           Get in the car.
                         
          Joe is stunned -- instantly humiliated in front of Alice --
          he's taken back to the squad car --
                         
                          CHARLES
           Uh-- Mr. Lamb? That's your camera,
           but technically, that's my film--
           68.
                         
                         
          Jack OPENS the car's back door -- Joe gets in -- Jack SLAMS
          it shut, then throws the camera and tripod into the passenger
          seat and SLAMS that door, heading to the house, leaving Joe
          in the back. Nelec heads outside -- Jack moves to him:
                         
                          NELEC
           I would like to help you out
           deputy. I really would. But we
           operate on a need to know basis.
                         
                          JACK
           Why are your trucks sweeping the
           town?
                         
                          NELEC
           We'll be out of your way shortly.
                         
                          JACK
           Then I'm sure you wouldn't mind me
           contacting DC. Talk to some friends
           about "Walking Distance."
                         
          This lands on Nelec.
                         
                          JACK (CONT'D)
           All right. We'll do it that way.
                         
          Jack heads off.
                         
                          NELEC
           Deputy.
                          (JACK TURNS)
           Let's talk. Just not here.
                         
          Jack stops, turns to uncomfortable Nelec.
                         
                         
          INT. SQUAD CAR - DAY
                         
          Joe, his breathing heavying, sits in the car, heart pounding,
          watching his father move over to talk to Nelec, close again.
          Then he looks over at his friends -- Charles giving him a
          "WHAT THE FUCK?!" Look. Alice watches him sympathetically.
          She mouths to him a guilty, "...is it me...?" And Joe shakes
          his head: "No." But we -- and she -- know better.
                         
                         
          EXT. JOE'S HOUSE - DAY
                         
          The squad car pulls up. Jack gets out, Joe follows -- THE
          CAMERA PULLS BACK TO REVEAL THAT WE ARE:
           69.
                         
                         
          INT. JOE'S HOUSE - DAY
                         
          Door opens. Jack enters, then lets Joe pass him. Joe closes
          the door hard and says, angrily, but restrained:
                         
                          JACK
           This is new. All this. For the both
           of us. Dealing with-- all this,
           just us. So I'm going to make this
           as clear and simple as I can:
           You're not friends with Alice
           Dainard. When I say no, I don't
           mean maybe. I don't mean yes. I
           mean no. I've known Louis Dainard
           for alotta years-- he's been
           nothing but trouble. Your mother
           used to say he's not a bad guy, he
           just needs a chance, he's just sad -
           - well I tried to be good to him,
           but I can't. Not anymore. I will
           not allow him or his daughter in
           this house. I will not allow you
           spending time with her, doing
           projects or whatever it is that
           you're doing. THAT'S IT. I hope
           we're clear.
                         
          Jack turns to leave -- but Joe, enraged, says:
                         
                          JOE
           We're not clear.
                         
          Jack stops -- stunned -- Joe's heart pounds --
                         
                          JACK
           What'd you say?
                         
                          JOE
           We're not clear. You and I aren't
           clear about anything. We couldn't
           be less clear.
                         
                          JACK
           Joseph Francis Lamb--
                         
                          JOE
                          (ERUPTING)
           Just `cause mom died doesn't mean
           you know anything about me!!! You
           don't. You don't know about Alice
           either -- she's kind!
           70.
                         
                         
                          JACK
           I'm not having this discussion with
           you--!
                         
                          JOE
           She's NICE to me!
                         
                          JACK
           I don't care what she is! Her
           father is a selfish, irresponsible
           son-of-a-bitch!
                         
          Jack moves CLOSE to Joe -- intimidating -- Joe steps back --
          Jack is fucking intense:
                         
                          JACK (CONT'D)
           You listen to me, I've got twelve
           thousand people in this town that
           are scared out of their minds--
           they've got one person they can
           rely on -- it used to be someone
           else, but now it's just me.
                         
          Jack suddenly stops himself, realizing what he's saying. And
          to whom he's saying it. But somehow, in this moment, he can't
          be a better father than law officer. Not yet. More upset at
          himself than Joe, he heads out.
                         
                         
          EXT. LILLIAN STREET - DUSK
                         
          Joe rides UP A HILL -- BOOM UP -- REVEAL THE TOWN CEMETERY.
                         
                         
          EXT. CEMETERY - NIGHT
                         
          Joe sits, his back against his mother's grave. Holds her OPEN
          LOCKET, staring at it. He's just come here for comfort. But
          then -- a SOUND -- and Joe turns. Deep and low, in the
          distance. Joe is motionless. HEARS IT AGAIN. He stands, pulls
          out his flashlight -- aims the beam down ROWS OF GRAVES,
          toward the big CARETAKER'S SHED in the distance. Another
          INTENSE, LOW SOUND -- then a high pitch HIT, like METAL ON
          WOOD and Joe backs up, nervous. Another odd sound -- then
          ANOTHER -- which TRANSITIONS US TO:
                         
                         
          EXT. MUNICIPAL AIRPORT ENTRANCE - NIGHT
                         
          Jack's squad car arrives at the abandoned airfield.
           71.
                         
                         
          EXT. MUNICIPAL AIRPORT BUILDING - NIGHT
                         
          Jack's car pulls up. He gets out of the car. Suddenly the
          three large MILITARY TRUCKS' HEADLIGHTS COME ON -- all aimed
          at Jack -- he is blinded -- tries to see --
                         
                          JACK
           Hello--?
                         
          And now BODIES are seen of SOLDIERS, holding and aiming
          WEAPONS. Then, a VOICE over a TRUCK PA:
                         
           VOICE (V.O.)
           Drop your weapons. Put your hands
           on the car.
                         
                          JACK
           --I'm here to see Colonel Nelec. He
           told me to meet him here.
                         
           VOICE (V.O.)
           You're under military arrest. Drop
           your weapons.
                         
                          JACK
           WHERE'S NELEC?
                         
                         
          INT. MILITARY MEDICAL ROOM - NIGHT
                         
          TIGHT ON NELEC. Past an IV and medical machinery. He's
          looking at someone we don't yet see. In the background,
          Overmyer stands, watching. Nelec is quiet, simple:
                         
                          NELEC
           I don't want any more trouble. Do
           you?
                         
          Now we see who he's talking to. IT'S DR. WOODWARD. Battered
          and scraped, he lies in a medical bed, afraid, but defiant.
                         
                          NELEC (CONT'D)
           We've been going through your
           belongings, looking for evidence.
           Of what you knew, how you knew
           it... and who else might know.
                          (BEAT)
           I remember you. In the lab. And I
           recall we didn't see eye to eye,
           but that's no excuse for doing what
           you did here.
           72.
                         
                         
          Dr. Woodward swallows. Feels that his time on Earth is coming
          to an end no matter what he does here. By the door, Overmyer
          is quietly putting on his BLACK GLOVES.
                         
                          NELEC (CONT'D)
           So in the spirit of moving forward
           and avoiding more trouble, tell us
           where you put your research. I know
           you had someone document the crash
           that night. Tell me who that was
           and I'll help you, I swear to God.
           On my mother's life -- if you help
           us now, we will take care of you.
                         
           DR. WOODWARD
           I've seen what happens, Mr. Nelec,
           when you take care of people.
                         
                          NELEC
           --I'm going to bait him. I'm going
           to catch him.
                         
           DR. WOODWARD
           He's in me, you know. As I am in
           him. So when you see him next, as
           I'm sure you will... I'll be
           watching you, too.
                         
          Nelec offers a vague, searching smile. But Woodward will not -
          - not ever -- relent. So. Nelec moves to the door, he remains
          FACING CAMERA, his back to Woodward, as Overmyer moves to the
          bed. PUSH IN ON NELEC'S FACE, UNDERSTANDING HIS TRUE NATURE
          AS WE CUT TO:
                         
                         
          INT. JOE'S ROOM - NIGHT
                         
          Joe sleeps, power still out. Then, a KNOCK. He wakes up.
          Another KNOCK. His window. He moves to it. Opens it. It's
          Alice. Joe is half asleep, but also stunned. Very quietly:
                         
                          ALIE
           -- are you-- were you sleeping?
                         
                          JOE
           Before, earlier, b-- no, you okay?
                         
                          ALICE
           Yeah.
                         
                          JOE
                          (BEAT)
           Oh, you wanna come in?
           73.
                         
                         
          And Alice climbs in. Joe sits on the floor. Alice does too.
          It's odd and silent for a moment.
                         
                          ALICE
           Power's still out.
                         
                          JOE
           Room's still messy.
                         
                          ALICE
           I was in bed, couldn't sleep.
                          (BEAT)
           Thinking. I wanted to tell you
           something, before tomorrow -- Don't
           let Charles blow up your train.
                         
          Joe stares, amazed at her.
                         
                          ALICE (CONT'D)
           I don't think it's right, do you? I
           know he's your friend, but he's so
                          BOSSY--
                         
                          JOE
           He can be sorta li-- I've known him
           since Kindergarten, though--
                         
                          ALICE
           He shouldn't always get what he
           wants. I mean, who always gets what
           they want? -- I know I don't know
           you at all. Even though... it sort
           of feels like I do.
                          (BEAT)
           Do you not... feel like that?
                         
                          JOE
           -- no, I totally do, I'm just...
           sort of in shock at this whole
                          CONVERSATION--
                         
          And the POWER RETURNS -- Joe's CLOCK LIGHT goes on behind him
          -- but more chilling, the PROJECTOR comes back on; the SILENT
          HOME MOVIE OF HIS MOTHER PLAYS. Joe crawls to the projector
          to stop it -- but:
                         
                          ALICE
           -- no, keep it-- please --
                         
          Alice moves closer to the screen. Joe sits behind her. She
          watches the film. Can't take her eyes away.
                         
                          ALICE (CONT'D)
           ... is that her?
           74.
                         
                         
                          JOE
           ... yeah...
                         
          And as Alice watches, we GENTLY PUSH IN... as tears start to
          fill her eyes. Behind her, at a near WHISPER:
                         
                          JOE (CONT'D)
           ... it's so weird watching her like
           this, like she's still here...
           (beat, lost in it)
           ... she used to look at me, this
           way... like really look. And I
           just... knew I was there. That I
           existed.
                         
          A tear drops down Alice's face, though Joe can't see that.
          Finally, quietly:
                         
                          ALICE
           He drank that morning. My dad.
                          (BEAT)
           He missed his shift.
           (beat, hard)
           Your mom took it for him. The day
           of the accident.
                         
          Watching his mother, Joe is quietly stunned. Finally, eyes
          wet, Alice turns to Joe.
                         
                          ALICE (CONT'D)
           ... I know he wishes it was him.
           Instead of her.
                          (HARD BEAT)
           ... and sometimes I wish it was,
           too.
                         
          Joe just stares at her... heartsick and speechless. Finally:
                         
                          JOE
           Don't say that.
                          (BEAT)
           He's your dad.
                         
          Just then, the SUPER 8 movie ENDS: the film FLIPFLIPFLIPS.
          Joe turns off the projector -- but a SOUND REMAINS. A sort of
          SHUDDER-HUM. Joe unplugs the projector, but the sound
          remains. Then they look: THE SHUDDERING IS COMING FROM THE
          CUBE HE TOOK FROM THE CRASH SITE, sitting on his desk.
                         
          Joe and Alice move to it. He turns on his desk lamp. The cube
          VIBRATES, almost imperceptibly.
                         
                          ALICE JOE
          -- has this--? -- no.
           75.
                         
                         
          Joe opens a drawer, grabs a paintbrush -- he touches the cube
          -- the thing SHUDDERS ON ITS OWN.
                         
          They are amazed. They get LOW -- eyes at desk level -- the
          SHUDDERING INCREASES IN PITCH AND VOLUME -- he reaches out to
          touch it with his finger, but suddenly the cube BULLETS AWAY -
          - ACROSS THE ROOM -- AND BLASTS THROUGH THE WALL, LEAVING A
          FIVE-INCH HOLE IN THE WALL! She screams -- they both fall to
          the floor, STUNNED -- PUSH IN ON Joe, his heart pounding. He
          moves to the wall -- looks through the hole: in the distance,
          trees and the TOWN WATER TOWER.
                         
                         
          INT. ALICE'S HOUSE - NIGHT
                         
          Alice enters the dark house quietly. She steps carefully
          toward her room, when --
                         
           LOUIS (O.S.)
           Morning.
                         
          His voice makes her JUMP. She turns: sitting in the dark, in
          an armchair, is her father. He's awake. And drunk.
                         
                          LOUIS (CONT'D)
           You wanna tell me where you were?
           Or you want me to tell you.
                         
          A tense beat, her mind races. Breathe, Alice, just breathe.
                         
                          LOUIS (CONT'D)
           Sit down.
                         
                          ALICE
           I should go to bed.
                         
                          LOUIS
           I wanna talk to you. I said sit
           down.
                         
                          ALICE
           I don't want to sit down.
                         
                          LOUIS
           Then go. Be just like your mother
           and leave.
                         
          This kills her -- but she does: she leaves the house.
                         
                          LOUIS (CONT'D)
           GO AHEAD, GO!
           76.
                         
                         
          EXT. ALICE'S HOUSE - PRE-DAWN
                         
          Alice, crying, gets on her bike and rides off -- a DISTANT
          FIERY GLOW past the factory and over the hills. The front
          door opens -- Louis comes out and yells, miserable:
                         
                          LOUIS
           ALICE!!! WAIT!!!
                         
          But she's far gone -- Louis' mind races -- he runs to his
          BUICK -- starts it up -- PULLS OUT FAST and goes after her --
                         
                         
          EXT. LILLIAN STREET - PRE-DAWN
                         
          Alice PEDALS HARD, she wants to escape everywhere. No cars on
          the street, no people. A block behind her, SCREECH: a CAR
          turns onto the road. Her father's car -- she makes a turn --
                         
                         
          INT. BUICK - PRE-DAWN
                         
          We're with Louis as he drive -- clearly drunk --
                         
                         
          EXT. SHARP TURN ROAD - PRE-DAWN
                         
          Alice makes a daring stop -- turns back up the hill, pedals
          hard, crying and hyperventilating --
                         
                          LOUIS
           ALICE!!! I'M SORRY!!!
                         
          Louis sees her, tries to stop, but can't -- and his car SLAMS
          INTO A PARKED CAR IN A VIOLENT, SUDDEN STOP!
                         
                         
          EXT. LILLIAN STREET - PRE-DAWN
                         
          Alice GASPS -- stops pedaling -- looks back at her father's
          car, wide-eyed and terrified -- should she go back?!
                         
                         
          INT. BUICK - PRE-DAWN
                         
          Louis is bleeding. Badly hurt. He adjusts himself --
          painfully -- then looks into the CRACKED-GLASS REAR VIEW
          MIRROR -- AND HE SEES SOMETHING THAT MAKES HIS EYES GO WIDE.
           77.
                         
                         
          EXT. LILLIAN STREET - PRE-DAWN
                         
          Alive is still looking back at the car -- SO SHE DOESN'T SEE
          THE SHAPE THAT IS COMING BEHIND HER -- and just as she
          decides: I'M NOT GOING BACK, she turns to begin riding on --
          BUT SEES SOMETHING AND SCREAMS --
                         
                         
          INT. BUICK - PRE-DAWN
                         
          THROUGH THE MOSAIC OF THE SHATTERED REAR VIEW MIRROR, WE SEE
          THE CREATURE GRAB ALICE -- HER SCREAMS BECOME HER FATHER'S:
                         
                          LOUIS
           -- ALICE, NO!!!!! NO!!!!!!!
                         
          Louis tries to get out of the car -- but it's painful -- and
          his door is JAMMED SHUT -- he goes for the passenger door --
                         
                         
          EXT. LILLIAN STREET - PRE-DAWN
                         
          -- when Louis finally gets out -- he runs from his car --
          stumbling drunk and bleeding -- SCREAMING, SHREDDING HIS
          VOCAL CHORDS --
                         
                          LOUIS
           ALICE!!!
                         
          But all that's there is her bike -- and before he can even
          get that far, Louis FALLS HARD onto the pavement, crying, a
          drunken, horrified, shocked, battered MESS. In a WIDE SHOT,
          LOUIS is in the middle of the street, Alice's fallen bike on
          the sidewalk.
                         
                         
          EXT. FIELD - NIGHT
                         
          In the great distance, the WATER TOWER. We BOOM DOWN in a
          MASSIVE WIDE SHOT of a field at night. Then a LONG LENS SHOT
          of SIX SOLDIERS standing in the field. But ONE stands out
          front, wearing a FLAME THROWER. And suddenly the quiet is
          broken by the ROAR OF FLAME. A WIDE, WIDE OVERHEAD SHOT as
          the flames ARC in the tall, dry grass. Over the radio:
                         
                          VOICE
           Firelight is 0500 hours. Operation
           Walking Distance is in effect. T-
           minus four hours until evacuation.
           Evacuation is T-minus four hours.
           78.
                         
                         
          EXT. LILLIAN, OHIO - EARLY MORNING
                         
          The distant factory, the even more distant mountains, and an
          ominous PLUME OF SMOKE -- a far-off SIREN is HEARD. Then:
                         
           JOE (V.O.)
           Why are you not reacting?
                         
                         
          INT. OLSEN CAMERA AND HI-FI - MORNING
                         
          Joe stands at the counter with Charles, who is in a bad mood.
                         
                          JOE
                          (EMPHATIC WHISPER)
           That thing went through my wall.
                         
                          CHARLES
           I told you not to pick it up in the
           first place.
                         
                          JOE
           What are you so angry about? That
           I'm not going to let you blow up my
           train?
                         
                          CHARLES
           That's part of it! Juts a part!
                         
          Donny's returned with a DEVELOPED FILM ENVELOPE. A red "RUSH"
          stamp on it. He gives Charles his change:
                         
                          DONNY
           Tall your sister Donny from Olsen's
           broke up with Karen, that shit
           ended a week ago.
                         
          Charles heads off -- Joe follows.
                         
                         
          EXT. OLSEN CAMERA AND HI-FI - DAY
                         
          As Charles rides off with the film, Joe follows -- and we
          BOOM UP along the WATER TOWER as they go --
                         
                          JOE
           What's your problem?
                         
                          CHARLES
           My whole movie's a disaster `cause
           of you!
                         
                          JOE
           I know, my dad's being a turkey.
           79.
                         
                         
                          CHARLES
           Whatever.
                         
                          JOE
           We're still gonna finish your
           movie!
                         
                          CHARLES
           It's not about the movie.
                         
                          JOE
           What are you talking about? Of
           course it is.
                         
                          CHARLES
           Just forget it.
                         
                          JOE
           Why?
                         
                          CHARLES
           There's nothing wrong--
                         
          As we CONTINUE BOOMING UP, we arrive at the top of the WATER
          TOWER, where THE CUBE HAS AFFIXED ITSELF TO THE SIDE --
          unseen from the street. In the distance, THE THREATENING FIRE
          SMOKE LOOMS --
                         
                         
          EXT. CHARLES' HOUSE - DAY
                         
          As Joe and Charles ride their bikes up to his house:
                         
                          JOE
           I'll get the camera back, I know
           where my dad put it -- We can still
           make the festival.
                         
                          CHARLES
           It's not about the movie.
                         
                          JOE
           Then what is it about?
                         
                          CHARLES
           Jesus, you don't even get it do
           you? It's obvious.
                         
                          JOE
           What's obvious?
                         
                          CHARLES
           Gawd, you're a dumb ass.
           80.
                         
                         
          Frustrated beyond belief, Charles goes inside. Joe follows.
                         
                         
          INT. CHARLES' ROOM - DAY
                         
          Charles threads the film into the projector.
                         
                          CHARLES
           That night of the crash, you
           started getting all weird.
                         
                          JOE
           -- what?
                         
                          CHARLES
           Like Mr. Attitude all of a sudden.
                         
                          JOE
           Your movie was over! That's what
           you said! You were upset. I gave
           you a camera! I helped you!
                         
                          CHARLES
           Don't pretend like you did it for
           me! You didn't do it for me and you
           know it!
                         
                          JOE
           What's your problem?
                         
          Charles ROLLS THE FILM, DIMS THE LIGHTS --
                         
                          CHARLES
           It was never about me! It was
           always about Alice!
                         
          And suddenly on the poster board pinned to the closet, there
          she is: ALICE, from the night of the train crash. The scene
          plays as they filmed it:
                         
           MRS. HATHAWAY
           John. I don't like it. This case.
           These murders.
                         
                          DETECTIVE HATHAWAY
           What am I supposed to do, go to
           Michigan with you?
                         
          THE FILMED SCENE CONTINUES as Joe and Charles argue:
                         
                          JOE
           Well, you're the one who wanted the
           wife in the movie!
           81.
                         
                         
                          CHARLES
           Not so you could fall in love with
           her!
                         
          Joe's mind spins -- how does he respond to this?!
                         
                          JOE
           What do you even care what I think
           about Alice?!
                         
                          CHARLES
           Because I like her! That's why!
           That's why I asked her in the first
           place! So I could get to know her,
           not YOU!
                         
                          JOE
           -- wait, you like Alice Dainard?
                         
                          CHARLES
           You're such an idiot.
                         
                          JOE
           (from Charles' movie)
           Guys, look out!
                         
          They watch for a moment as the TRAIN CRASH HAPPENS -- but
          it's SO SUDDEN, SO FAST, the camera picks up almost nothing.
          Within a moment, the camera is on its side, filming the
          SETTLING DEBRIS. Charles moves forward, so the film is now
          partially BEING PROJECTED ON HIM.
                         
                          CHARLES
           SHIT! Look at all that smoke! We
           can't use any of this. And you
           won't even let me blow up your
           train. Everything's bogus.
                         
                          JOE
           We can make another train and blow
           that one up.
                         
          Joe moves forward. Part of the film PROJECTED ON HIM, too.
                         
                          JOE (CONT'D)
           I do like her. Sorry about that.
                         
                          CJAR
           Shut up. It's okay.
                          (BEAT)
           That's not even what bothers me.
           (beat, finally, sad)
           It's that she likes you too. That
           really bothers me. I dunno...
           82.
                         
                         
          But Joe has seen something -- on the screen -- SOTTO:
                         
                          JOE
           ... Charles...
                         
                          CHARLES
           I know it's stupid. What would she
           ever like me? I haven't leaned out
           yet, which the doctor says is gonna
                          HAP--
                         
          But Joe has slapped Charles' arm, his eyes locked to the
          screen -- Charles looks too -- AND NOW WE SEE IT: through the
          BROKEN CAMERA LENS -- SOMETHING MOVES -- SOMETHING BIG --
          FROM THE TRAIN CAR, THROUGH THE WRECKAGE -- what the hell is
          it? TOO DAMN BIG -- MOSTLY OUT OF FRAME, ITS SHAPE AND FLESH
          TOO BIZARRE -- we only see the LEGS as it clears frame --
                         
                          CHARLES (CONT'D)
           -- Joe, what the hell--?!
                         
          PUSH IN ON THEIR FACES AS THEY SEE THE ALIEN THEY'VE CAPTURED
          ON FILM -- then from outside: AN AIR RAID SIREN RAMPS,
          WHINING THROUGH THE TOWN. The boys look at each other --
          afraid. QUICK CLOSE-UPS as they REWIND THE FILM AND RIP IT
          OUT AND TAKE THE CANNISTER:
                         
                         
          EXT. LILLIAN NEIGHBORHOOD - DAY
                         
          WIDE SHOT of the neighborhood -- in the distance: MILITARY
          TRUCKS, JEEPS AND BUSES drive. NEIGHBORS coming from their
          homes in the MID-GROUND: confusion and talk, more VEHICLES.
          Finally, as we BOOM DOWN, RACK TO JOE AND CHARLES, trying to
          make sense of this -- Joe calls to a passing adult, MR.
                         HARKIN:
                         
                          JOE
           Mr. Harkin. What's going on?
                         
           MR. HARKIN
           Evacuation! The fire!
                         
          Mr. Harkin POINTS -- Joe turns to look -- we PAN: THE DISTANT
          SMOKE, BIG AND LOOMING.
                         
          VARIOUS SHOTS of MILITARY busses STOPPING -- SOLDIERS
          ORDERING AND ASSISTING PEOPLE ONTO VEHICLES -- carrying all
          the belongings they can. Others quickly LOAD UP CARS,
          strapping belongings to the roof. Over all this:
           83.
                         
                         
           PA VOICE (O.S.)
           -- Due to a wildfire that is raging
           out of control and threatening to
           reach the Lillian Chemical Plant--
                         
          Other people in a panic, running to find others who are lost.
          A LITTLE GIRL CRIES amid the madness.
                         
           PA VOICE (V.O.) (CONT'D)
           -- an evacuation has been called
           for your safety. Please remain calm
           and as you board the bus...
                         
                         
          INT. BUS - DAY
                         
          Joe and Charles get on, frightened and uncomfortable. They
          sit. Outside: the madness of the evac -- they scan the crowd.
                         
                          JOE CHARLES
          You see your family anywhere? -- no, you see your dad?
          -- no...
                         
                         
          EXT. LILLIAN, OHIO - DAY
                         
          The evacuation BUSES drive through Main Street -- passing
          soldiers who are MOVING IN THE RED CARGO TRUCKS that we may
          recognize from the train crash site: THE CONTENTS FROM THE
          TRAIN ARE BEING MOVED INTO THE CENTER OF TOWN.
                         
                         
          EXT. COUNTRYSIDE - DAY
                         
          SUPER WIDE SHOT as an ENDLESS LINE OF BUSES, CARS and TRUCKS
          makes its way from Lillian to...
                         
                         
          EXT. GREENVILLE AIR FORCE BASE - DAY
                         
          The buses drive past the guard gate into the base -- into the
          huge HANGAR that we were in earlier. Those who drove
          themselves PARK THEIR CARS -- and are ushered to the hangar.
          DONNY steps out of his 1972 PONTIAC CATALINA, carrying a
          duffel. RACK FOCUS to see we're IN THE BUS with Joe, who has
          seen Donny -- and they drive INSIDE THE HANGAR --
                         
                         
          INT. GREENVILLE AIR FORCE BASE HANGAR - DAY
                         
          ARMED Air Force and National Guard SOLDIERS direct MASSES OF
          PEOPLE, carrying luggage and belongings. Move with Joe and
          Charles, who scan for familiar faces -- suddenly Charles'
          MOTHER IS THERE -- embraces Charles:
           84.
                         
                         
                          CHARLES' MOTHER
           Charles, Charles -- sweetheart, are
           you okay? I went back to the house
           and you were gone.
                         
                          CHARLES
           They made us get on the bus.
                         
                          CHARLES' MOTHER
           Hi, Joe.
                         
                          JOE
           Hi.
                          (TO CHARLES)
           I'm gonna find my dad.
                         
                          CHARLES
           You gonna tell him about that
           thing?
                         
                          JOE
           Yeah.
                         
                          CHARLES' MOTHER
           Come back if you can't find him.
                         
          He heads off. ORDERS are being BARKED -- RESIDENTS can be
          heard, complaining and arguing. Walkie SQUAWKS and PA
          ANNOUNCEMENTS as SOLDIERS check their wrist bands. Joe passes
          an ARGUING MAN and SOLDIER:
                         
           ARGUING MAN ARGUING SOLDIER
          -- I need to go back to my -- sir, the town is sealed
          house, I left some medication off -- no one is allowed back
          that my wife needs-- -- you can talk to the nurses
          -- no, we can't get it here -- the town must stay
          anywhere else, I need to go empty until we've been given
          back-- the all-clear--
                         
          BOOM UP TO REVEAL the EVAC CENTER. A THOUSAND PEOPLE so far.
                         
                         
          INT. GREENVILLE AIR FORCE BASE HANGAR - DAY
                         
          LOUIS lies in a cot in the TRIAGE UNIT, fifty beds
          transferred from the hospital. Louis stares off, head
          bandaged, eyes open, MUTTERING TO HIMSELF, like a man as
          tired, hung over, injured and in shock as he is.
                         
          Find Joe, who is looking everywhere for his dad -- he finally
          sees Louis and hurries to him.
           85.
                         
                         
                          JOE
           Mr. Dainard, it's Joe Lamb. I know
           you don't like me sir, and I'm
           sorry about that-- but I'm looking
           for my dad--
                         
          And Louis GRABS HIS SHIRT and pulls him close. In a voice
          desperate and heartsick, he says:
                         
                          LOUIS
           It took her.
                         
                          JOE
           (long beat, sotto)
           ... what?
                         
                          LOUIS
           It took her. I saw it. It was...
           something... so... big, like
           nothing -- it was-- and no one...
           no one believes me...
                          (CRYING)
           ... no one believes me-- they just
           keep giving me pills. It took
           her... Joe, it took Alice... no one
           believes me.
                         
          Joe's mind is on fire as he absorbs this -- HE WHISPERS:
                         
                          JOE
           ... I believe you.
                         
          And Louis looks at him with hope --
                         
           JOE (V.O.) (CONT'D)
           It took Alice.
                         
          CUT TO JOE WITH HIS FRIENDS, assembled around a set of cots.
                         
                          CHARLES CARY
          That thing took her--?! -- are you shitting me?
                         
                          JOE (CONT'D)
           Guys, WE HAVE TO GO BACK.
                         
          They look at him like he's from Uranus.
                         
                          CHARLES PRESTON
          Back where? To do what?
                         
                          JOE (CONT'D)
           Back to town -- to find Alice -- we
           have to find her--
           86.
                         
                         
                          MARTIN JOE
          She's dead, if it took her,
          she-- -- don't say that!
                         
                          PRESTON
           Wait a minute -- first of all, I
           want to live. Okay?
                         
                          JOE
           I'm going whether you come or not--
           which I really hope you do.
                         
                          CARY
           (pats his backpack)
           I've got six tons of explosives in
           here, let's find that thing and
           blow it to shit.
                         
                         
          INT. GREENVILLE AIR FORCE BASE HANGAR - DAY
                         
          Jen, Charles' hot sister, lies on her cot making her Columbia
          House Records choices. Charles is in her face.
                         
                          JEN
           As if I'm gonna help you.
                         
                          CHARLES
           Do this for me and I'll babysit the
           twins next week so you can go to
           Wendy's stupid party.
                         
          Jen suddenly closes her magazine, stares at him suspiciously.
                         
                          CHARLES (CONT'D)
           I am not shitting you. You can't
           ask me any questions though. You
           can't tell anyone. I'm serious. No
           one.
                         
                          JEN
           ... does it have to be him?
                         
                          CHARLES
           Yes or no, you ugly freak. I'm
           about to rescind the offer.
                         
                         
          INT. GREENVILLE AIR FORCE BASE HANGAR - DAY
                         
          Jen looks RIGHT AS US, vulnerable, but seductive:
           87.
                         
                         
                          JEN
           This whole evacuation thing's
           freaking me out. Making me rethink
           my priorities. Saw you over here
           and thought maybe we could kick
           back.
                         
          Now we see Donny, looking RIGHT AT US. Utterly stunned.
                         
                          DONNY
           -- we totally could.
                         
                          JEN
           I asked Charles about you, and he
           said you're a great guy--
                         
                          DONNY
           I totally am.
                         
                          JEN
           Will you hate me if I start our
           relationship by asking a favor?
                         
                         
          EXT. GREENVILLE AIR FORCE BASE HANGAR - DAY
                         
          MOVING PAST as Donny moves through PARKED CARS, Joe, Charles,
          Cary and Martin keeping up:
                         
                          DONNY
           So there are rules to being in my
           car, okay?
                         
                          CARY
           Where the hell are we going anyway?
                         
                          JOE
           We're going to the school to open
           the trailer Woodward had in the
           parking lot. I bet that's where he
           keeps his research.
                         
          The boys duck as SOLDIERS pass by.
                         
                          CARY
           What research?
                         
                          JOE
           We're gonna learn everything we can
           about that thing so we can find it.
           And that's how we're gonna save
           Alice.
           88.
                         
                         
                          DONNY
           Dorks: no shoes on the upholstery
           and no one touches the CB, gottit?
                         
                          CHARLES
           You think Woodward's got
           information about that thing in the
           dungeon?
                         
                          JOE
           Why else are there padlocks on the
           door?
                          (TO DONNY)
           We're going to the school.
                         
                          DONNY
           When did this one get so bossy?
                         
                         
          INT. MUNICIPAL AIRPORT ROOM - DAY
                         
          A small, tiled room, no windows. Jack, up all night and
          pissed off, but bored being pissed off, POUNDS ON THE DOOR:
                         
                          JACK
           Hey! I gotta take a leak! What am I
           supposed to do, piss in here?!
                         
          A beat. He POUNDS again. The door finally unlocks and opens.
          A 32-year-old humorless, armed SOLDIER stands there.
                         
                          JACK (CONT'D)
           Thanks for the hospitality.
                         
                         
          INT. MUNICIPAL AIRPOT CORRIDOR - DAY
                         
          Jack is led down a dilapidated, narrow hall. Soldier with the
          semi-auto behind him, aimed at his back. As Jack passes an
          open door, he spies an empty office -- through the window on
          the tarmac are a few MILITARY VEHICLES, a handful of airmen.
                         
          Jack's mind races as he approaches the bathroom at the end of
          the hall -- Jack turns:
                         
                          JACK
           So am I going in alone or are y--?
                         
          -- AND MID-SENTENCE, JACK GRABS THE GUN, PULLS THE SOLDIER
          AND SLAMS HIM HARD IN THE THROAT! THE STUNNED SOLDIER GETS
          SLAM-FLATTENED BY JACK, who KNEELS to him. PUSH IN CLOSE --
          his eyes wide, mind racing -- WHAT THE HELL NEXT? CUT TO:
           89.
                         
                         
          INT. MUNICIPAL AIRPORT BUILDING - DAY
                         
          BEHIND A SOLDIER as he RUNS through the dark building -- oh
          shit -- he comes to a stop, back against the wall -- but PUSH
          IN on his face: IT'S JACK, IN AN AIR FORCE UNIFORM. He is
          fucking scared; at least he's holding a rifle. He peels
          around a corner -- through a window, the tarmac: GUARDS,
          VEHICLES. Jack's eyes shift -- he spots an AIRCRAFT FUEL
          TANK. Eyes wild -- A METALLIC CLI-CHUNK AS HE UNSAFETIES THE
                         RIFLE --
                         
                         
          EXT. MUNICIPAL AIRPORT - DAY
                         
          A SOLDIER crosses to a vehicle, on his radio when KAFA-
          BOOOOOM! The FUEL TANK EXPLODES, A MASSIVE BLAST! The airmen
          take cover, RUN TO MOVE NEARBY VEHICLES, GENERAL MAYHEM --
          and our CAMERA BOOMS UP -- to the MILITARY JEEP THAT DRIVES
          AWAY FROM THE AIRFIELD --
                         
                         
          INT. JEEP - DAY
                         
          Jack behind the wheel, he blasts the vehicle through the
          exit, along the road back to town --
                         
                         
          EXT. COUNTRYSIDE - LATE AFTERNOON
                         
          Jack drives up in the jeep -- comes to a stop in SHOCKED
          CLOSE UP -- we see in the distance the MASS OF VEHICLES
          driving from town --
                         
          Jack's mind races --
                         
                         
          EXT. COUNTRYSIDE - LATE AFTERNOON
                         
          The jeep RACES past camera -- we PAN -- revealing as
          APPROACHING CAR: DONNY'S CATALINA:
                         
                         
          INT. DONNY'S CAR - LATE AFTERNOON
                         
          Donny drives, Joe shotgun. Charles, Cary and Martin in back.
                         
                          MARTIN
           Well, so guys, if the Air Force has
           already searches Woodward's house,
           wouldn't they've already searched
           the classroom too?
                         
                          CARY
           Hay Donny, this car is gnarly.
           90.
                         
                         
                          CHARLES
           I was thinking about that too.
                         
                          JOE
           Maybe the classroom, but not the
           dungeon.
                         
                          CHARLES
           Yeah, Woodward has all kinds of
           weird stuff in the dungeon.
                         
                          MARTIN
           Where's the dungeon?
                         
                          DONNY
           Shut up. What kind of music does
           she like? Your sister.
                         
                          CHARLES
           I don't care. Disco I guess?
                         
                          DONNY
           I could get back into disco.
                         
                          JOE
           We shouldn't take River Road, they
           had a roadblock.
                         
                          DONNY
           Dork. I saw it. Observe.
                         
          Donny YANKS the steering wheel -- he turns onto a DIRT ROAD --
          the car RUMBLES away from camera --
                         
                         
          EXT. MIDDLE SCHOOL - DUSK
                         
          Donny's car pulls up, lights go off. The kids pile out --
                         
                          DONNY
           So what, I wait here like a douche?
                         
                          JOE
           Yes. Thank you very much. Do you
           have a tire iron?
                         
                         
          EXT. MIDDLE SCHOOL - DUSK
                         
          A SHOT of the boys CLIMBING A FENCE.
                         
          They move fast across the alley, to a TRAILER locked with A
          PADLOCK -- the DUNGEON.
           91.
                         
                         
          Joe tries PRYING the locks off with the tire iron -- it
          doesn't budge.
                         
                          CHARLES
           Joe, let me try -- let me try.
                         
          Joe hands the tire iron to Charles -- he tries -- nothing.
                         
          As Martin grabs the tire iron:
                         
                          CHARLES (CONT'D)
           Joe, this is impossible, man.
                         
          Martin breaks off the LATCH -- BAM!
                         
                          CHARLES (CONT'D)
           --I loosened it for you.
                         
          Now we CUT TO DARKNESS -- we're INSIDE THE DUNGEON as it
          opens -- the boys look DIRECTLY AT US -- their faces say it
          all: THE MOTHER LODE.
                         
                          JOE
                          GUYS--
                         
                          MARTIN CHARLES
          Look at all this junk. He's got movies in here.
                         
                         
          INT. MIDDLE SCHOOL HALL - DUSK
                         
          The boys -- with FLASHLIGHTS -- turn a corner -- hurry down
          the hall --
                         
                          CHARLES
           I cannot believe we're breaking
           into school, who does that? No one
           does that-- idiots do that--
                         
          The boys BREAK A CLASSROOM DOOR WINDOW and enter.
                         
                         
          INT. CLASSROOM - NIGHT - LATER
                         
          We're looking down at the boys, SURROUNDED by hundreds of
          documents, boxes, photographs, 16MM film cannisters and
          cassette tapes. Charles threads the film.
                         
                          JOE
           Dr. Woodward was dishonorably
           discharged from Nellis Air Base in
           1963 because of "subversive
           conduct," whatever that is.
           92.
                         
                         
          Joe holds up a 20-year-old PHOTO of MEN IN A LAB. Among them
          is 50-year-old WOODWARD:
                         
                          MARIN
           Dude, check it out. Old Man
           Woodward.
                         
                          CHARLES
           Back when he was like Middle-Aged
           Man Woodward.
                         
                          MARTIN
           -- He's been tracking this thing
           since like 1958.
                         
                          JOE
           (to the movie)
           What is this?
                         
                          CHARLES
           I don't know. It says April 8th,
           1963 incident. I dunno.
                         
                          JOE
           Cary, we got to find this thing.
                         
                          CARY
           Sorry.
                         
          Cary puts a CASSETTE into a tape deck, hits PLAY:
                         
           DR. WOODWARD (V.O.) JOE
          -- I told them this creature
          is more sophisticated than
          any of us. That his species -- that's him --
                         IS PREDOMINANTLY
          subterranean. He's being -- subterranean --
          treated without compassion or
          respect....
                         
          VARIOUS SHOTS of PHOTOGRAPHS AND DOCUMENTS: "UFO CRASH,"
          "MAJOR NELEC IN CHARGE OF OPERATIONS," "TWO ALIEN BODIES, ONE
          LIVING," "RESTRAINTS USED," "EXPERIMENTS CONDUCTED" -- as
          Charles threads a FILM:
                         
          The FILM: an AIR FORCE LOGO pops on and off. We see inside a
          HANGAR, where dozens of SCIENTISTS examine LARGE, BUS-SIZED
          pieces of jagged and unearthly material. All the while:
                         
           DR. WOODWARD (V.O.)
           -- I explained that all he wants is
           to rebuild his ship.
                          (MORE)
           93.
           DR. WOODWARD (V.O.) (CONT'D)
           A craft made up of those cubes of a
           complex, shape-shifting element--
           remarkable material that we'll
           never fully understand. He has been
           desperate to reconstitute his ship
           since it crashed here in `58, but
           instead of giving him the help he
           needs, we've held him as a
           prisoner. He's been restrained and
           experimented upon -- Through pain
           and lack of compassion, we have
           taught him to hate us all. We've
           turned him into an enemy.
                         
          Scientist explaining something to a group of SENIOR OFFICERS.
          Among them, a 32-year-old NELEC.
                         
          Film JUMP CUTS to a HUGE REINFORCED LAB CAGE. Inside, sitting
          almost in a ball, IS THE MASSIVE CREATURE. Hard to see here.
          Another JUMP CUT as a SOLDIER offers a bucket of FOOD to the
          alien -- IT'S WOODWARD.
                         
                          CARY
           Guys, it's Dr. Woodward. Look.
                         
          Woodward offers what looks like RAW MEAT to the motionless,
          sitting CREATURE. All the boys watch quietly -- then,
          suddenly, in milliseconds, the creature is UP, GRABBING
          WOODWARD THROUGH THE BARS -- the boys JUMP --
                         
                          CHARLES MARTIN
          Arh! I can't watch that!
                         
           DR. WOODWARD (V.O.)
           I told them I knew these things
           because he made contact with me.
           That he makes a psychic connection
           by touch. The moment we made
           contact, I understood him and he,
           me. What I know is that if we don't
           change this and start helping him,
           we will all pay the price. But
           Nelec won't listen--
                         
          The boys are SCARED as they watch the creature HOLD WOODWARD
          TIGHT -- LIFT HIM -- and its TENTACLES suddenly THRUST into
          his NOSE, EARS and MOUTH --
                         
          Joe stands and looks intently at the screen.
                         
                          JOE
           Woodward wasn't trying to kill it.
           94.
                         
                         
                          CHARLES
           He was trying to help it escape.
                         
          Just then a MUFFLED SHATTER-CRASH --
                         
                          MARTIN
           Did you hear that?
                         
          Suddenly BOOM! The doors BURST OPEN and ARMED COMMANDOS,
          NIGHT VISION GOGGLES OBSCURING THEIR FACES, AIMING SEMI-AUTO
          WEAPONS AT THE BOYS WHO SCREAM --
                         
                          CHARLES COMMANDO
          DON'T KILL US! PLEASE DON'T (calls on radio)
          KILL US!!! PLEASE DON'T KILL -- we've got civilians --
          US!!! minors-- four of `em.
                         
                         
          INT. DONNY'S CAR - NIGHT
                         
          Donny gets stoned in his car. Doesn't notice the MOVEMENT in
          the distance behind him. The MILITARY coming in.
                         
                         
          INT. MIDDLE SCHOOL - NIGHT
                         
          The locker hallway: the Boys are HANDCUFFED AND SCARED, being
          led out by ARMED SOLDIERS. Nelec moves to them. QUIETLY:
                         
                          CHARLES
           -- oh shit!
                         
                          NELEC
           Search them.
                         
          Overmyer CHECKS THEIR POCKETS as Nelec TAKES CARY'S BACKPACK,
          opens it -- pulls out some FIREWORKS. Proudly:
                         
                          CARY
           I rolled those M-80's myself,
           that's right.
                         
                          NELEC
           (eyes flick to Joe)
           You're the Deputy's boy.
                         
          Joe's terrified as Overmyer pulls from Joe's pocket a couple
          COINS, half a pack of Bubble Yum and HIS MOTHER'S NECKLACE.
          Drops everything but the necklace. Joe reacts, panicked --
                         
                          JOE
           -- hey, no--
           95.
                         
                         
                          NELEC
                          (TO OVERMYER)
           Move out.
                         
          Joe's on the verge of tears as Overmyer POCKETS the necklace.
          Off the TERRIFIED BOYS as they're ushered away --
                         
                         
          EXT. MIDDLE SCHOOL - NIGHT
                         
          The BOYS are put onto the bus -- BOOM DOWN to DONNY'S CAR IN
          THE FOREGROUND, where we realize that WE HAVEN'T BEEN THE
          ONLY AUDIENCE TO THIS: Donny, sunk deep in his seat, hiding,
          watches wide-eyed as the bus DRIVES AWAY.
                         
                          DONNY
           ... oh shit...
                         
          His stoned mind races. Staying hidden from the remaining
          military, Donny scrambles for his CB, turns to CHANNEL 9,
          grabs the mike, speaks quietly, frantic:
                         
                          DONNY (CONT'D)
           Breaker breaker, requesting police
           backup, over?! Breaker breaker, is
           this the police channel?
                         
                         
          INT. GREENVILLE AIR FORCE BASE HANGAR - NIGHT
                         
          Jack moves fast through the crowded evac area --
                         
                          SOLDIER
           Staff Sergeant.
                         
                          JACK
           Hi, how are you doing?
                         
                          YOUNG KID
           Hi, Mr. Lamb.
                         
                          JACK
           Shhhh.
                         
          Jack moves to Officer Rosko, who reacts to seeing him dressed
          this way --
                         
                          JACK (CONT'D)
           Rosko!
                         
                          OFFICER ROSKO
           Where the hell you been? What are
                          YOU WEARING--
           96.
                         
                         
                          JACK
           --come here. The Air Force set that
           fire, they want the town empty for
           some reason. The whole military
           operation, the evacuation,
           everything is all bad.
                         
                          OFFICER ROSKO
           Did you hear about Joe? Dispatch
           just got a call on citizen's band:
           Joe and some friends were grabbed
           by military personnel at the middle
           school.
                         
          Off Jack's REACTION --
                         
                         
          INT. GREENVILLE AIR FORCE BASE HANGAR - NIGHT
                         
          Preston reads ISAAC ASIMOV'S SCIENCE FICTION MAGAZINE --
          suddenly Jack is there, grabs him and pulls him up:
                         
                          JACK
           Tell me everything, right now, and
           I won't throw you in jail.
                         
                          PRESTON
           -- yessir --
           (holds the SUPER 8 FILM)
           But you should look at this first.
                         
                         
          EXT. ROAD - NIGHT
                         
          The TRANSPORT BUS speeds on the road, the only vehicle here.
                         
                         
          INT./EXT. TRANSPORT BUS - NIGHT
                         
          ANGLE ON THE DRIVER as a RADIO CALL come in:
                         
           VOICE (V.O.)
                          (FILTERED)
           Base Fortress requests ETA.
                         
          Nelec arrives, grabs the radio mike:
                         
                          NEWS REPORTER
           Chief Master Sergeant, Dustoff-03
           is twenty minutes out.
                         
           VOICE (V.O.)
           Roger.
           97.
                         
                         
          PAN as Nelec moves back -- we PUSH IN on OVERMYER, who sits
          near the front, putting on his DARK GLOVES. Nelec sits, which
          takes us to a shot towards the back of the bus -- another
          Airman, HERNANDEZ, 40, sits too. PUSH PAST THEM toward our
          four BOYS, sitting cuffed and seat-belted behind the dirty,
          wired SAFETY GLASS, all looking toward us, terrified.
                         
                          CHARLES
           ... what... what's gonna happen?
                         
                          CARY
           I think we're gonna die.
                         
                          MARTIN
           No. They'd never do that.
                         
                          JOE
           -- guys-- I forced you to come with
           me... I'm... I'm so sorry.
           (looks to Charles)
           I'm so sorry...
                         
                          CARY
           I think they're gonna kill us.
                         
                          CHARLES
                          (UNCONVINCING)
           Joe. They're not gonna kill us. You
           know why?
                         
          Joe is suddenly hopeful:
                         
                          JOE
           ... why--?
                         
          But just as he's spoken, a SHAPE FROM THE DARKNESS BEHIND HIM
          SLAMS HARD INTO THE BUS, SPIDER-WEBBING THE BULLETPROOF
          GLASS! The ENTIRE BUS IS ROCKED, Charles SCREAMS, hurt --
                         
          At the front of the bus, NELEC FALLS -- HITS A BENCH, THEN
          CRASHES INTO THE SIDE WINDOW --
                         
                         
          EXT. ROAD - NIGHT
                         
          The bus was hit SO HARD it rides for a moment ONLY ON ITS
          RIGHT TIRES --
                         
                         
          INT. TRANSPORT BUS - NIGHT
                         
          The MILITARY DRIVER struggles with the wheel --
           98.
                         
                         
                          DRIVER
           -- HOLD ON. HOLD ON--!!!
                         
                          CHARLES
           Was that the thing from the train?!
                         
                         
          EXT. ROAD - NIGHT
                         
          The bus SLAMS BACK onto the road, LOUD -- A TIRE BLOWS! We
          MOVE AROUND THE BUS -- JUST MISSING SEEING THE CREATURE --
                         
                         
          INT. TRANSPORT BUS - NIGHT
                         
          The kids panic as the HOBBLED BUS STILL DRIVES --
                         
                          CHARLES
           Was that it?! Oh my God!!!
                         
                          MARTIN
           I can't see anything -- do you see
           anything?
                         
                          JIE
           -- not yet --!
                         
                          DRIVER
           -- Sir, I gotta pull over!
                         
                         
          EXT. ROAD - NIGHT
                         
          HIGH OVERHEAD: the bus comes to a sudden SCREECHING stop.
                         
                         
          INT. TRANSPORT BUS - NIGHT
                         
          Charles looks forward --
                         
                          CHARLES
           Oh my God, guys --
                         
          Joe turns to see NELEC LOADING A RIFLE, straining to see out
          a driver's side window. Mayhem:
                         
                          CHARLES (CONT'D)
           What's that gun --?
                         
          Cary, behind him, actually answers him:
           99.
                         
                         
                          CARY CHARLES
          Sako Bolt Action, 30-06
          (pronounced: thirty-aut-six) -- okay okay okay, I get it --
          Leathwood Art Scope--
                         
          Hernandez makes a radio call, Overmyer straining to see out
          the windows as Nelec locks and loads the unique ammo and
          moves to a driver's side window, tries to see --
                         
                          HERNANDEZ OVERMYER
          -- repeat, contact with
          precious cargo, thirty clicks -- sir, I do not have visual -
          from center of town, - Driver, can you see
          currently headed for Base anything?
                         FORTRESS --
                         
                          HERNANDEZ DRIVER
          -- send support immediately! No sir, nothing!
                         
          Despite his handcuffs, Charles desperately tries to unlatch
          his seatbelt with his shaking hands -- Cary sees this:
                         
                          CARY
           Charles, what are you doing?
                         
                          CHARLES
           I don't feel good about this --
                         
          PUSH IN on Cary, to CLOSEUP, looking PAST CAMERA, TERRIFIED --
                         
                          CARY
           -- oh God -- guys --
                         
          THROUGH THE WINDSHIELD -- THE CREATURE EMERGES FROM THE DARK
          LIKE A GHOST THROUGH BLACK VELVET -- HIT BY THE HEADLIGHTS,
          IT ROARS AT SUCH A PITCH AND VOLUME THAT THE WINDSHIELD
          SPIDERS! It's out of the light and gone again -- PUSH IN ON
          NELEC -- newly terrified, he hands his TRACKING RIFLE to
                         OVERMYER:
                         
                          NELEC
           Here. Tag it.
                         
          Overmyer is stunned for a moment, but hides it well:
                         
                          OVERMYER
           Yessir.
                         
                          NELEC
           Open the door.
                         
          Reluctant as hell, for a tense beat, the Driver pulls the
          controls: the door HISSES LOUDLY as it opens.
           100.
                         
                         
          In the back, the boys are all frozen for a moment, watching.
                         
          Overmyer moves for the door. Five feet away from the door, he
          stops, turns back to Nelec:
                         
                          OVERMYER
           Is there anywhere in particul--
                         
          KKKKRRRRRASSHHH!!!! THE THING REACHES IN -- SHATTERS THE DOOR
          -- the Driver SCREAMS -- the thing GRABS OVERMYER, who DROPS
          THE RIFLE -- IT FIRES -- the projectile HITS THE SAFETY GLASS
          IN FRONT OF THE BOYS AS OVERMYER, GRABBED, BLOOD IN HIS
          MOUTH, TRIES TO HOLD ONTO THE SEATS, REACHING FOR NELEC, WHO
          DOES NOTHING -- OVERMYER IS VIOLENTLY YANKED OUT OF THE BUS --
          Joe IN SHOCK -- Behind him, Martin VOMITS.
                         
                          NELEC
           GET US OUT OF HERE, NOW! NOW!!!
                          (TO HERNANDEZ)
           What kind of firepower do we have?
                         
          CHARLES SCRAMBLES to unlatch his seatbelt --
                         
                          JOE
           Charles! Maybe you should wait!
                         
                          CHARLES
           FOR WHAT?! ANOTHER MONSTER?!?!
                         
          BAAAM!!! The bus is SLAMMED SO HARD --
                         
                         
          EXT. ROAD - NIGHT
                         
          The BUS IS PUSHED TWENTY FEET FROM SOMETHING ON THE OTHER
          SIDE -- THEN IT TIPS OVER AND CRASHES TO THE GROUND:
                         
                         
          INT. TRANSPORT BUS - NIGHT
                         
          Windows SHATTER -- Charles and Cary -- seatbelts removed --
          LAND ON JOE AND MARTIN! The THREE SOLDIERS hit the window-
          floor painfully -- Hernandez so hard he's INSTANTLY
          UNCONSCIOUS! THE BUS IS NOW MOTIONLESS ON ITS SIDE, OPEN DOOR
          UP. Nelec rises. Scared, but pissed.
                         
          The REAR WHEELS of the bus SCREAM in rotation -- we
          COUNTERMOVE with the creature as it COMES AROUND the other
          side, CLIMBS onto the exposed side -- METAL AND WINDOW
                         CRUNCHES --
                         
          The boys gather their wits -- LIGHTS FLASHING HAUNTINGLY --
           101.
                         
                         
                          JOE
           -- you guys okay?!
                         
                          CHARLES
           -- I wanna go home so bad --
                         
          Joe moves to the locked bulletproof glass door -- tries the
          handle -- but it's never gonna open.
                         
          On the OTHER side of the glass, Nelec rights himself,
          momentarily disoriented -- breathing heavily, he moves away
          from the bus door to the locked glass separating him from the
          kids; he tries the handle, but it won't open for him either.
                         
          And there is Joe and Nelec, face-to-face -- Joe seeing the
          fear in Nelec's eyes -- his understanding that this is his
          fate. Somehow Nelec takes this moment to look into Joe's face
          -- to silently -- in a look -- repent. Instantly, Joe knows
          he's about to watch this man's life end.
                         
          SMASH! Nelec turns -- the creature is BUSTING the bus door --
          SMASHING AT IT -- to make it BIGGER. So it can get inside.
          The Driver's LEG IS CAUGHT -- he's trying to get out, but
          cannot -- is PANICKING -- as SSSSTAB!!! The creature KILLS
          HIM INSTANTLY and SMASH as again it tries to WIDEN the door.
          Nelec WINCES -- the only conscious man on this side of the
          glass; the boys COWER on their side, with each monstrous hit,
          all their eyes on Nelec -- except Joe, who only wants to get
          to Alice. He sees the SHATTERED BULLETPROOF WINDOW -- above
          them, on what has become the "roof" of the bus.
                         
                          JOE
           Up there, there's broken glass --
                         
                          MARTIN
           -- here, use me, I'm strong!
                         
                          JOE
           Lemme get on your shoulders!
                         
                          CHARLES
           I'm strong!
                         
          The boys struggle to get Joe onto Martin's shoulders as, on
          the other side of the glass, Nelec scrambles for Hernandez's
          fallen SEMI-AUTO RIFLE. He grabs it and scampers back to the
          glass as SMASH!!! Pieces of metal and glass BURST like ice
          chips as the creature violently WIDENS the bus door opening--
                         
          On Charles' shoulders, Joe can reach the shattered-but-thick
          window -- which he must HIT -- BREAK OPEN to get out --
          essentially exactly what the creature is doing, in reverse.
                         
          Using both fists, Joe POUNDS the window. No give.
           102.
                         
                         
                          MARTIN CARY
          Harder! Come on, you PUSSY!!!
                         
          With all his might, Joe hits the window again -- the
          SLIGHTEST sound of glass adjusting -- meanwhile, SLAM!!! The
          creature BUSTING the bus door -- PRYING it wider like a
          sardine can -- NELEC SITS AGAINST THE GLASS AND OPENS FIRE,
          FUTILELY, ON THE CREATURE. He makes a CALL on his walkie:
                         
                          NELEC
           This is Nelec -- use the big guns.
           Whatever happens to me, you take it
           down, you kill him --
                         
          -- and he drops the walkie and FIRES AGAIN -- the LOUD
          GUNFIRE BARELY AUDIBLE behind the glass with the boys as Joe
          hits the glass again -- BAM -- a CRINKLING of glass --
                         
                          CHARLES
           You can do it!
                         
          Joe hits again -- so does the creature -- as Nelec RUNS OUT
          OF AMMO. That was never really hope anyway. Joe hits again
          and CRASH! The window SHATTERS! Glass chunks RAIN DOWN on the
          boys -- all covering their face -- Cary seeing the CREATURE
          STARTING TO ENTER THE BUS --
                         
                          CARY
           Go! Joe, move!!!
                         
          With all the boys helping, Joe pulls himself up -- outside
          the bus, Joe peeks out -- the fucking creature -- its back to
          Joe -- just fifteen feet away, focused on the door -- and Joe
          strains to climb out here, onto the top-side of the bus.
                         
          And as the boys climb out, the creature climbs in -- first
          Joe, then Charles (AD LIB DIALOGUE WITH CARY AND MARTIN: "You
          gotta lose some weight --" "I know!!!"), Then Cary, and
          Martin last -- they all jump down to the dirt -- they hear
          SCREAMS and turn back for a moment --
                         
          Inside the bus, Nelec watches as the creature ENTERS THE
          TIGHT-FITTING BUS, SMASHING BENCHES, MAKING ITS WAY
          TERRIFYINGLY DOWN THE AISLE TOWARD HIM. And as the creature
          descends upon him, in the silence before the final lunge --
          Nelec says, eerily quietly, terrified:
                         
                          NELEC
           -- it was my turn once... to find
           you. Now... it's your t--
           103.
                         
                         
          Before he can finish, the creature fucking ATTACKS -- and it
          would be horrible and brutal, if the BLOOD DIDN'T SPRAY UPON
          THE BULLETPROOF GLASS -- WHICH OUR CAMERA IS SAFELY BEHIND --
          OBSCURING THE NIGHTMARISH VIEW.
                         
          In the field, a distance away, the boys watch the bus SHUDDER
          and SHAKE. Then... silence. They see the creature burst out
          of the bus -- then RUN OFF -- fast and stealthy, away from
          them in the overgrown grass, like a native hunter. Which, of
          course, is partly what it is. They're sort of stunned.
                         
                          CHARLES
           I just sharteezed a little.
                         
                         
          INT. GREENVILLE AIR FORCE BASE HANGAR - NIGHT
                         
          Louis stares off, lost. Two AIR FORCE SOLDIERS arrive:
                         
                          SOLDIER
           You need to come with us, we have
           some questions for you --
                         
                          LOUIS
           -- what, is she... Is she dead--?
                         
                          SOLDIER TWO
           Just come with us.
                         
          Standing is hard for heartsick Louis, his legs so hurt --
          suddenly JACK IS THERE, acting the role of Air Force:
                         
                          JACK
           Hey fellas, I've got orders from
           Colonel Nelec to personally
           transport this man to base.
                         
                          SOLDIER
           He's all yours, Staff Sergeant.
                         
          As the two Soldiers head off, Jack wraps Louis' arm over his
          shoulders, heads off in the other direction, as Louis looks
          him over, confused:
                         
                          LOUIS
           Where're we going--?
                         
                          JACK
           -- to find our kids.
                         
          On LOUIS' FACE -- a surprised glimmer of HOPE --
           104.
                         
                         
          EXT. TRANSPORT BUS - NIGHT
                         
          Moments later, TIGHT on a POCKET -- Joe pulls out his
          MOTHER'S NECKLACE. WIDEN to see that he's taken the necklace
          from Overmyer's dead body. Cary holds up his backpack.
                         
                          CARY
           Got my fireworks back!
                         
                          CHARLES
           (who gives a shit)
           Congratulations!
                         
          They turn: a car comes, fast -- PUSH IN ON JOE who studies
          the oncoming car, as behind him:
                         
                          MARTIN
           They're coming, man! I think we
           should go!
                         
                          JOE
           No--!!! No, look!
                         
          The car ARRIVES: It's DONNY. He gets out of his car, wild-
          and red-eyed, incredibly happy to see them:
                         
                          DONNY
           Ho ho!!! You dorks are alive! I
           didn't know...!
           (finally sees the bus)
           ... what the FUCK?!
                         
                          JOE
           We need to get back to town!
                         
                          DONNY
           Hop in, man! But you should know: I
           am massively stoned right now.
                         
                          JOE
           You want me to drive?
                         
          Donny looks at Joe, like it hurts to think.
                         
                         
          EXT. LILLIAN SUBURB STREET - NIGHT
                         
          The Catalina cruises fast through the deserted neighborhood --
                         
                         
          INT. DONNY'S CAR - NIGHT
                         
          Joe drives, Donny is ASLEEP. Other boys in the back.
           105.
                         
                         
                          CHARLES
           Joe, where are we going?
                         
                          JOE
           I saw something at the cemetery.
           Woodward said it's subterranean-- I
           think I know where it--
                         
                          CARY
           What's that? What are those sounds?
                         
                          MARTIN
           Guys, that sounds like guns!
                         
                          CARY
           (points to a tank)
           What the hell is that?!
                         
          SUDDENLY, BOOM!!! A DEAFENING, CONCUSSIVE GUNBLAST! They're
          LIT UP by what they see ahead: in the oncoming cross-street,
          TANKS -- TWO OF THEM -- AND A ROCKET-LAUNCHING VEHICLE FIRE
          AGAIN AND AGAIN AT SOMETHING WE CAN'T YET SEE! The boys COVER
          THEIR EARS -- Donny awakens, but only for a moment --
                         
                          CHARLES
           TURN THE CAR AROUND!
                         
          Joe quickly turns left into a driveway -- but we PUSH IN
          TIGHT ON HIM -- from the direction they just came are MORE
          TANKS AND MILITARY VEHICLES -- Joe's eyes go wide -- they're
          stuck. GUNFIRE CONTINUES!
                         
                          JOE
           We gotta go by foot--!
                         
                          CHARLES
           Where?!
                         
                          JOE
           Just follow me!
           (nudges Donny hard))
           Donny! Hey! Donny, wake up!
           (Donny half looks at him)
           We have to get out of here!
                         
                          CARY
           He's too stoned!
                         
                          MARTIN
           Drugs are so bad!
                         
          Joe and the boys get out of the car fast and RUN across the
          street, zig-zagging between the enormous MILITARY VEHICLES --
           106.
                         
                         
          EXT. NEIGHBORHOOD - NIGHT
                         
                          SOLDIER
           Sir, the weapons are misfiring!
           Surface to air, radar -- all of
           them! It's a mess out here, sir.
                         
          Soldier hurries off.
                         
                         
          EXT. NEIGHBORHOOD STREET - NIGHT
                         
          Joe in the lead - they turn and look back -- a massive shot
          of the neighborhood under fire -- houses getting BLOWN TO
          SHIT in collateral damage.
                         
          An EXPLOSION HITS TOO CLOSE -- the boys SCREAM as they run
          BETWEEN HOUSES -- and WE TRACK WITH THEM -- four boys racing
          through a neighborhood under siege -- power GOES OUT -- and
          some explosions are much closer than others -- another BIG
          HIT and they go to a back door of a house -- and go inside --
                         
                         
          INT. NEIGHBORHOOD HOUSE - NIGHT
                         
          -- they run in for cover -- they're silhouetted in this dark
          space by the EXPLOSION LIGHT emanating from the windows.
          They're all out of breath in a strange KITCHEN --
                         
                          CARY
           You guys see those explosions? They
           were huge.
                         
                          MARTIN
           -- whose house is this?
                         
                          CARY
           (he hands him a picture)
           Kathy's. I got it off the fridge.
                         
                          MARTIN
           Kathy? Oh, Kathy's cool.
                         
          Another CRAZY LOUD AND BRIGHT EXPLOSION -- the light fixtures
          sway. Charles grabs a coke on the counter.
                         
           MARTIN (CONT'D) CHARLES
          Charles-- that's not yours-- -- what?! I'm thirsty and I'm
           in a war zone!
                         
          Another fucking LOUD BLAST -- sound of GLASS BREAKING -- and
          the creature ROARING --
           107.
                         
                         
          And there it is, in silhouette, moving past the bay window --
          Joe realizes: where the creature is, so are the blasts:
                         
                          JOE
           Come on, guys, let's go. Come on!
                         
          Joe runs -- the others follow --
                         
                          CARY
           Where we going?
                         
                          JOE
           To the cemetery--
                         
          But as they get to the living room a HUGE EXPLOSION BLOWS OUT
          A WALL! They all go down -- but Martin is in agony all of a
          sudden -- his leg RIPPED by concrete. If there's good news
          here, the creature has left this area -- the explosions
          getting further away. But there's blood and Martin is in real
          pain.
                         
                          MARTIN
           What happened to my leg? It hurts.
                         
                          CHARLES
           Oh shit, Martin, you gotta bone
           sticking out of your leg!
                         
                          CARY
           There's a hole in the house!
                         
                          CHARLES
           Joe, gimme that thing on the
           curtains!
                         
          Charles wants the tie around the curtains, still hanging on
          the wall that now has a HOLE in it; MILITARY VEHICLES can be
          seen driving past outside. Joe hands Charles the thick fabric
          tie -- which Charles fashion into a tourniquet, wraps it
          around Martin's leg, tight --
                         
                          JOE
           I'm gonna go find Alice-- you have
           to stay with Martin.
                         
          Charles looks at Martin -- can't argue. Says, sincerely:
                         
                          CHARLES
           ... you gonna be okay without me?
                         
                          JOE
           (a meaningful beat)
           ... yeah.
           108.
                         
                         
          Charles nods -- Joe looks to Cary:
                         
                          CARY
           I'm not staying with the girls!
                         
                          CHARLES
           God, Cary. Shut up!
                         
                          CARY
           Calm down.
                         
                          MARTIN
           Oh, my leg hurts!
                         
                          JOE
           Come on, Cary, we gotta go.
                         
          Joe nods, determined, and he and Cary head off --
                         
                          CHARLES
           This is going to hurt.
                         
          Martin screams.
                         
                          CHARLES (CONT'D)
           I haven't even done it yet.
                         
          Joe and Cary run through the semi-demolished neighborhood,
          many houses shattered, some cars obliterated. The only lone
          figures in town.
                         
                         
          EXT. CEMETERY - NIGHT
                         
          Joe and Cary stop, out of breath, at the graves.
                         
                          CARY
           So what are we doing here?
                         
                          JOE
           Just follow me.
                         
                          CARY
           I've been following you for the
           last five blocks. What are we doing
           here?
                         
          Joe and Cary run through the graveyard and over to the
          CARETAKER'S SHED.
           109.
                         
                         
          EXT./INT. CEMETERY CARETAKER'S SHED - NIGHT
                         
          They're out of breath -- they try ONE garage door, windows
          CAKED WITH DIRT. Stuck. The SECOND door. Dirt-caked windows.
          Stuck. The third is a barn door -- they try it: locked.
                         
                          JOE
           Help me!
                         
                          CARY
           Help you with what?
                         
                          JOE
           We need to get inside.
                         
                          CARY
           For what? What's in these windows?
                         
                          JOE
           Cary, help me.
                         
                          CARY
           It's dirt. Why is there dirt in
           these windows?
                         
                          JOE
           Help me, on three.
                         
                          JOE/CARY
           One, two, three.... One, two,
           three.... One, two threee.
                         
          The two begin KICKING the door together -- on three -- one --
          two -- CRASH! Again and again, until finally the door KICKS
          OPEN -- and they almost FALL INSIDE -- and thank goodness
          they didn't -- because -- and now we're looking STRAIGHT DOWN
          FROM INSIDE THE SHED -- the entire floor of the shed has been
          DUG OUT -- DROPPING FORTY FEET STRAIGHT DOWN, dirt PILED,
          caked along the sides of the structure. The boys catch their
          breath.
                         
                          CARY
           Whoa. This is scary.
                         
                          JOE
           You got any sparklers in there?
                         
                          CARY
           Are you kidding me?
                         
          Cary opens his backpack, whips out a Fourth of July SPARKLER.
          LIGHTS it with a lighter and DROPS IT IN. The thing falls far
          enough to tell them it's too far to jump.
           110.
                         
                         
          But burning on the dirt floor of the nearly-dug hole, it
          lights up a TUNNEL at the bottom.
                         
                          JOE
           -- Alice is down there.
                         
                         
          EXT. ROAD - NIGHT
                         
          A JEEP roars past.
                         
                         
          INT. JEEP - NIGHT
                         
          Jack drives fast. Louis sits beside him. It's awkward. But
          not angry. Finally, vulnerable, scared and sad:
                         
                          LOUIS
           I came to your house that day. To
           tell you that I never meant to hurt
           anyone. Swear to God.
           (beat, respectful tears)
           I'm sorry, Jack. About what
           happened to your wife.
                         
          Jack looks at him for a moment, then back to the road. A
          beat. Finally:
                         
                          JACK
           ... It was an accident. It was an
           accident.
                         
          Jack glances at him. A small nod of forgiveness and
          gratitude. Louis wants to cry again, but just accepts it.
                         
                         
          INT. SHED - NIGHT
                         
          Joe begins CLIMBING DOWN the ROPE.
                         
                         
          INT. CEMETERY SHED HOLE - NIGHT
                         
          Joe lands on the bottom. Dark as hell -- looks up -- at Cary
          climbing down into the hole -- the barn roof looming above
          him. Now Cry lands too. There are THREE POSSIBLE WAYS TO GO.
          Joe's mind races about which way to go.
                         
                          CARY
           Joe, I don't understand--
                         
          We HEAR a DISTANT RUMBLING -- like something far off, but
          MECHANICAL. Then:
           111.
                         
                         
                          JOE
           Shhh. This way.
                         
          They begin their walk into the dirt tunnel, a TALL OVAL
          TUNNEL, TWENTY FEET TALL --
                         
                         
          INT. TUNNEL #1 (W/FURNIURE) - NIGHT
                         
          We're SO FAR AWAY, that the screen is mostly black, with a
          small speck of SPARKLY LIGHT.
                         
          They come to an area LITTERED WITH THE STUFF OF A LIVING
          ROOM. They look up: ANOTHER HOLE LEADING DOWN, DUG STRAIGHT
          THROUGH A HOUSE. They continue, coming to an INTERSECTION --
          where a NEW TUNNEL branches off.
                         
                         
          INT. TUNNEL #2 - NIGHT
                         
          There's DIM LIGHT from up ahead, where the tunnel BENDS. The
          RUMBLING/MECHANICAL SOUND LOUDER now. Joe and Cary slowly
          move forward -- seeing something off-camera that scares and
          amazes them all at once.
                         
          IT'S A HUNDRED-FOOT DIAMETER, FORTY-FOOT TALL UNDERGROUND
          SPACE, FILLED WITH A MECHANICAL MARVEL -- A MASSIVE, BIZARRE
          CONTRAPTION COMBINING THOUSANDS OF MECHANICAL PIECES, FROM
          THE MISSING MICROWAVES, CAR ENGINES, ANTENNAS, AND COUNTLESS
          OTHER DEVICES -- WIRES AND CABLES HANG AND CONNECT
          EVERYWHERE, ALL LEADING TO THE DIRT CEILING, HEADING UP, TO
          SOMEWHERE ABOVE GROUND. THE THICK-WITH-FUMES SPACE CHUGS AND
          HUMS WITH A SLOWLY INCREASING PITCH, AS IT IT'S WARMING UP,
          GETTING READY TO FINALLY, ACTUALLY WORK.
                         
          They cross to the other side. Cary bumps into a HANGING
          SHERIFF PRUITT. Cary is about to scream, but Joe puts a hand
          on his mouth and leads him away from Pruitt.
                         
                          CARY
           It's Sheriff Pruitt.
                         
                          JOE
           I know. Cary look.
                         
          Makeshift HANGING BULBS provide some light; a number of other
          TUNNELS are visible from here, too. Joe and Cary look at the
          space in disbelief.
                         
                          CARY
           What is this?
                         
                          JOE
           We're under the water tower.
           112.
                         
                         
          Then Joe sees something that makes him grab at Cary's shirt.
          Cary looks: THROUGH THE MASS OF METAL AND MACHINERY AND
          DANGLING CABLES, AT THE OTHER END OF THIS UNDERGROUND
          EXPERIMENT, IS THE CREATURE. HUNCHED OVER. BACK TO THE BOYS.
          AND IT'S SAVAGELY EATING SOMETHING. IT MOVES A BIT: WE SEE
          IT'S A HUMAN LEG. Joe and Cary would SCREAM if they didn't
          need to stay quiet. In a panicked WHISPER:
                         
                          CARY
           It's eating a person.
                         
          Joe moves away from Cary to get a better view of the other
          side of the machinery -- and there he sees, in an INSET
          section of the rock-wall, THREE HUMAN BODIES, HANGING
          LIFELESS FROM THEIR FEET, WRAPPED IN SOME KIND OF THIN
          SHELLAC. TIGHT ON JOE as he sees, among them, ALICE. His
          heart POUNDS, his resolve quadruples. Cary sees her too --
                         
                          JOE
           She's here. We're going to use your
           firecrackers.
                         
                          CARY
           I don't think it's going to hurt
           it, Joe.
                         
                          JOE
           There are other tunnels.
                         
                          CARY
           So?
                         
                          JOE
           I need you to make noise. Lots of
           it, right here, in two minutes.
           Make it loud and make it last--
           gimme some sparklers.
                         
                          CARY
           (goes through his bag)
           -- why-- what are you gonna do--?
                         
                          JOE
           (takes SPARKLERS and a
           LIGHTER from Cary)
           Make sure you're gone by the time
           it blows: you can't be here, you
           gotta run.
                         
                          CARY
           Where are you going?
           113.
                         
                         
          But Joe's already gone. Stay with Cary, who opens his
          backpack, starts pulling out his amazing array of EXPLOSIVES,
          glancing up to make sure he's out of the creature's view --
                         
                         
          INT. TUNNEL #3 - NIGHT
                         
          MOVE FAST with Joe as he races, a LIT SPARKLER giving him his
          light -- the MECHANICAL RUMBLING all but gone now. Joe runs,
          looking for another way into the creature's massive space --
          he finally finds another INTERSECTION -- he turns into it --
          he disappears down the tunnel --
                         
                         
          INT. TUNNEL #2 - NIGHT
                         
          Cary's made a long, insane pile of FIRECRACKERS -- he uses an
          OPEN M-80 and begins laying a SQUIGGLY, LONG LINE OF GUN
          POWDER back, away from the firecrackers -- away from the
          entrance to the creature's CONTRAPTION space.
                         
                         
          INT. TUNNEL #4 - NIGHT
                         
          Joe races down the dirt tunnel, the SOUND OF THE MECHANICAL
          RUMBLING -- and its INCREASING PITCH -- getting LOUDER. The
          SPARKLER DIES as LIGHT BEGINS TO REVEAL JOE, who slows --
          peers around the dirt tunnel bend -- he is now on the OTHER
          SIDE of the space. He sees the creature -- then looks across
          to the lifeless body of Alice. His heart sinks.
                         
                         
          INT. TUNNEL #2 - NIGHT
                         
          Cary's done laying out the charges -- he pulls out his
          lighter -- FFFT! FFFT! The damn thing won't light --
                         
                          CARY
           -- come on-- damnit!
                         
          FFT! FFT! No go -- he keeps trying.
                         
                         
          INT. TUNNEL #4 - NIGHT
                         
          Joe watches as the creature FINISHES WITH ITS MEAL AND HEADS
          FOR THE OTHER HANGING BODIES -- PUSH IN ON JOE, DESPERATE --
                         
                          JOE
           -- Cary, come on, come on--
           114.
                         
                         
          INT. TUNNEL #2 - NIGHT
                         
          Cary frantically trying the lighter -- FFT! FFT! FFT!
                         
                          CARY
           -- damnit!!!
                         
          He looks up -- watches the creature GRAB AND PULL ALICE'S
          LIFELESS BODY DOWN FROM HER HANGING POSITION -- it moves with
          her to where he was eating the teacher -- Cary SHAKES THE
          LIGHTER, STARTING TO CRY AND HE FLICKS IT AND FFFFFTH!!! IT
          LIGHTS! HE TOUCHES IT ON THE GUN POWDER AND RUNS OFF --
                         
                         
          INT. MECHANICAL CONTRAPTION SPACE - NIGHT
                         
          The creature PULLS AWAY the fibrous covering over Alice --
          its TENTACLES SLITHER OUT.
                         
                         
          INT. TUNNEL #4 - NIGHT
                         
          Watching this is horror, Joe's about to run in just as
          BABABABABABABABAM!!! The creature JERKS UP from its almost-
          meal of Alice, looks toward the EXPLOSIVE SOUNDS, then LEAVES
          HER, quickly moving for the tunnel --
                         
                         
          INT. TUNNEL #2 - NIGHT
                         
          The creature arrives in the SMOKE-FILLED TUNNEL, as the
          FIREWORKS FILL the tunnel with BRIGHT, MULTI-COLORED LIGHTS --
                         
                         
          INT. MECHANICAL CONTRAPTION SPACE - NIGHT
                         
          Joe SPRINTS in, gets to Alice -- lightly slaps her face --
                         
                          JOE
           -- Alice, please -- please --
           (nothing -- SLAP)
           Alice, wake up!
                         
          Nothing -- so he fucking SLAPS HER FACE HARD and she suddenly
          INHALES SHARPLY, he eyes WIDE, terrified --
                         
                          JOE (CONT'D)
           Alice! You're alive! Can you hear
           me? Are you okay?!
                         
          She's CATCHING HER BREATH, nodding, looking at him, amazed --
           115.
                         
                         
                          ALICE
           What is this? What are you doing
           here?!
                         
                          JOE
           I'm just-- doing the best I can to
           save you.
                         
          She GRABS HIM AND HUGS HIM TIGHT, teary and grateful --
          during which -- quietly:
                         
                          ALICE
           How did you know?
                         
                          JOE
           Your dad. He told me. He was
           worried. And flipping out.
                         
                          ALICE
           Really?
                         
                          JOE
           -- we need to move--
                         
          But she breaks out of the hug and grabs his shirt, intense:
                         
           TINA (O.S.)
           Excuse me?
                         
          TINA, a 24-year-old , disoriented woman with curlers in her
          hair, wakes up.
                         
                          TINA (CONT'D)
           Where are we?
                         
                         
          INT. MECHANICAL CONTRAPTION SPACE - NIGHT
                         
          Joe and Alice have helped down one FAMILIAR FACE: SHERIFF
          PRUITT. They're out of breath, but their survival instinct
          has kicked in:
                         
                          TINA
           I left my bag in my car. Then I
           went to my car to get my bag--
                         
                          ALICE
           It's been experimented on for
           years. It's terrified and exhausted
           and hungry, it just wants to go
           home. When it touched me, I knew --
           116.
                         
                         
                          JOE
           Alice, help me get the sheriff
           down.
                         
                          TIME CUT:
                         
                          SHERIFF PRUITT
           Follow me. I can get us out of
           here.
                         
                          JOE
           Sheriff, we came that way.
                         
                          SHERIFF PRUITT
           Don't argue with me.
                         
                          TINA
           Come on, kids, let's go with the
           sheriff.
                         
          Joe and Alice follow. They run into a tunnel. We PUSH IN ON
          THE MECHANICAL DEVICE -- the PITCH INCREASING MORE NOW -- AS
          IF IT'S ABOUT TO "FUNCTION" -- The creature returns and sees
          that the humans are gone. He takes off.
                         
                         
          INT. TUNNEL #4 - NIGHT
                         
          Sparkler lighting the way, we're with Joe and Alice -- Pruitt
          and Tina behind them:
                         
                          JOE
           Sheriff, I really think we're going
           the wrong way.
                         
                          PRUITT
           We'll talk about it when we get up
           top.
                         
          They continue following Pruitt.
                         
           CARY (O.S.)
           Joe!
                         
                          JOE
           I told you to get out!
                         
                          CARY
           I thought this was the way out. I
           tried! Hey, Alice, welcome back--
                         
                          PRUITT
           Kids, come on, we gotta go.
           117.
                         
                         
          BUT HE'S LOOKING BACK AND HIS SPARKLER ILLUMINATES THE
          CREATURE THAT IS RIGHT UP AHEAD AND TINA SCREAMS -- THEY ALL
          DO AS PRUITT TURNS AND IS TAKEN, LIFTED HIGH, KILLED IN THE
          DARK AS THEY ALL TURN AND RUN -- PRUITT'S HORRIBLE SCREAMS
          terrifying as the foursome sprint in the opposite direction!
          After RUNNING HARD for a beat:
                         
          They haul ass, but after a long moment TINA IS GRABBED AWAY
          INTO THE DARKNESS!!! HER SCREAMS CONTINUE behind them --
                         
          They run and run and run, but then BOOM: they hit a DEAD END.
          A DIRT WALL. No more tunnels. No options. Out of breath, they
          turn -- but dare not go back toward the horrifying blackness.
          The only SOUND the sparkler, their erratic breathing and the
          DISTANT INCREASING PITCH OF THE CREATURE'S MECHANICAL DEVICE.
                         
          THE CREATURE IS THERE -- FORTY FEET FROM THEM, --
          APPROACHING! ALICE SCREAMS -- SHE AND CARY MORE BACK AGAINST
          THE WALL -- AND THE CREATURE MOVES FOR THEM, BUT JOE YELLS AS
          THE THING PASSES THE FIREWORKS:
                         
                          JOE
           GO! YOU DON'T WANNA BE HERE, GO!
                         
                          CARY
           Joe, what are you doing?
                         
          IT KEEPS COMING -- PAST THE FIREWORKS, AMAZINGLY BACKLIT AS
          IT LUMBERS TOWARD JOE, DESPERATELY TRYING TO STAND GROUND:
                         
                          JOE
           WE UNDERSTAND! WE KNOW HOW HARD
           IT'S BEEN! BUT NOT EVERYONE IS
           HORRIBLE!
                         
                          CARY
           Joe, shut up, it's gonna kill you!
                         
                          JOE
           YOU'RE GONNA BE OKAY NOW!
                         
          AND IT GRABS JOE AND LIFTS HIM -- Alice and Cary SCREAM AS
          JOE IS BEING SQUEEZED -- HE LOOKS INTO THE GLOSSY BLACK EYES
          OF THIS BEAST, WHICH COULD KILL HIM AT ANY TIME -- but in
          this moment of fear comes something else. Simple truth -- he
          WHISPERS, SHAKILY:
                         
                          JOE (CONT'D)
           -- I know bad things happen-- bad
           things happen, but you can still
           live. You can still live, you can
           still live, you're gonna be okay--
           118.
                         
                         
          JUST AS WE THINK THE CREATURE'S GONNA KILL HIM: A DISTANT
          MECHANICAL TONE -- THE CREATURE TURNS, ACKNOWLEDGING THAT
          SOUND -- THEN TO JOE AGAIN. IT CONSIDERS HIM. ITS EYES'
          COVERING PEELS AWAY -- REVEALING HUGE, WET, VULNERABLE EYES.
          AND THE THING LOOKS AT HIM. REALLY LOOKS AT HIM. In a way, as
          you imagine his mother once had. And Joe feels this too. AND
          AFTER A LONG, SCARY BEAT, THE CREATURE SETS HIM DOWN. Joe
          backs up as the creature TURNS FAST AND SPEEDS AWAY. JOE IS
          STUNNED. SHOCKED RELIEF. ALICE AND CARY, TOO --
                         
                          CARY
           Okay, wait a minute, WHAT?!
                         
          Then, over the HIGH-PITCHED MECHANICAL SOUND comes RUMBLINGS -
          - like THUNDER from above -- and the three LOOK UP --
                         
                         
          EXT. LILLIAN, OHIO - MAIN STREET - NIGHT
                         
          The kids round a corner -- ON MAIN STREET, COUNTLESS METALLIC
          OBJECTS -- ANYTHING METAL AND LOOSE -- has been INVISIBLY
          DRAGGED -- FLOATING -- toward the WATER TOWER -- at different
          speeds and with different personalities, metal objects BULLET
          TO THE TOP OF THE TOWER AND STICK THERE.
                         
          Suddenly, THE DINER WINDOW SHATTERS as a STOVE RIPS THROUGH
          IT -- we PAN WITH IT as it TUMBLES TOWARD AND UP THE WATER
          TOWER! HUNDREDS OF OBJECTS move past them -- from bicycles to
          silverware and sinks! DISHWASHERS AND TVS SMASH THROUGH THE
          TOWN'S APPLIANCE STORE WINDOW -- A TV FLOATS, UNPLUGGED, PAST
          THE KIDS -- AND IT IS ON -- AND SHOWS AN EPISODE FROM THE
          TWILIGHT ZONE -- all things eventually SLAMMING into the
          WATER TOWER, the objects BEGINNING TO CRUSH TOGETHER, FORMING
          ONE DENSE METALLIC MASS!
                         
          BAM! BAMBAM! Sounds like GUN BLASTS -- the KIDS TURN: behind
          them are the RED CARGO CONTAINERS -- ONE BY ONE those cubes
          BURST THROUGH THE CONTAINERS: BAM! BAMBAMBAM! BAMBAM! And
          they SLAM INTO THE WATER TOWER -- AND THEY BEGIN TO FORM AN
          ODD, HUGE CRESCENT SHAPE ABOVE THE TOWER! Alice is cry-
          laughing at seeing it work --
                         
                          CARY
           -- what's he doing...?
                         
                          JOE
           ... he's making a model.
                         
          AGAIN and AGAIN, pieces FLY OVERHEAD, beginning to FORM WHAT
          IS CLEARLY AN ALIEN CRAFT -- LIGHTS BEGINNING TO ILLUMINATE
          FROM INSIDE as it continues -- ONE OF THE SPOTLIGHTS
          ILLUMINATING A JEEP THAT HAS JUST ARRIVED: JACK GETS OUT. HE
          SEES JOE. JOE IS SURPRISED TO SEE HIM -- ALICE CONCERNED.
           119.
                         
                         
          BUT THEN THE KIDS ARE BOTH INCREDULOUS TO SEE JACK HELP LOUIS
          OUT OF THE JEEP -- THE TWO MEN MOVE THROUGH THE DEBRIS IN THE
          STREETS, STUNNED AT THE ACTIVITY SURROUNDING THEM, BUT
          FOCUSED ON THEIR CHILDREN; A TUMBLING TYPEWRITER ALMOST TAKES
          OUT JACK, BUT HE AVOIDS IT AS IT SHOOTS UP TO THE WATER
          TOWER.
                         
          JACK GETS TO HIS SON -- HOLDS HIS SHOULDERS -- LOOKS DEEPLY
          INTO HIS EYES, TOUCHES HIS FACE AND EMBRACES HIM --
                         
                          JACK
           -- I got you. I got you.
                         
          LOUIS, CRYING, DESPERATELY SORRY -- AND SHE SEES THIS IN HIS
          SAD, WOUNDED FACE -- SHE HOLDS OUT A HAND -- HE TAKES IT AND
          PULLS HER INTO AN EMBRACE, HUGGING HIS DAUGHTER DESPERATELY.
                         
          BEHIND THEM, THE SHIP CONTINUES TO TAKE SHAPE, ALMOST FULLY-
          FORMED -- but here, as he is being hugged by his father, Joe
          LOOKS DOWN: SOMETHING IN HIS POCKET Is MOVING -- he considers
          it, confused for a moment -- but he reaches in and pulls it
          out. HIS MOTHER'S NECKLACE -- and he holds the chain, but the
          LOCKET PULLS TOWARD THE WATER TOWER -- wanting to go.
                         
          Joe knows what this means. He looks up at his father, who
          also understand. AND THIS IS WHEN WE GO INTO SLOW MOTION --
          FROM HERE UNTIL THE END. After a long beat, Joe HOLDS THE
          NECKLACE UP, toward the tower -- the thing PULLING... TEARS
          in Joe's eyes as he looks up at it -- not wanting to let go,
          but knowing he must. Jack, heartsick, watches his son, on the
          verge of letting go. Alice watches Joe, on the verge of tears
          -- except Joe just can't bring himself to do it, not now, not
          ever. But then something happens.
                         
          Pulled by the invisible force, THE LOCKET POPS OPEN. And we
          see what's inside. A PHOTOGRAPH of Joe's MOTHER. A young
          woman, HOLDING HER ONE SMALL BABY. And Joe looks at his
          mother -- and in this moment, she at him and Jack's eyes
          suddenly WELL WITH TEARS -- Alice, too, tears streaming down
          her face and finally Jack reaches out -- and puts his hand on
          his son's shoulder -- which was all Joe needed, really.
                         
          And finally... after all... JOE LETS GO. OUR SCORE SOARS AS,
          IN SLOW MOTION, the necklace SHOOTS ACROSS THE MAIN STREET UP
          TO THE WATER TOWER!
                         
          AND WHEN IT HITS, THE ENTIRE TOWER IMPLODES FROM PRESSURE --
          A FIREWORKS-LIKE EXPLOSION OF WATER BURSTS AND SHOWERS THE
          STREET AS THE MAJESTIC SHIP COMPLETES ITS FORMATION -- and
          that's when Joe sees the CREATURE, LEAVING -- CLIMBING UP THE
          WATER TOWER AND ENTERS HIS SHIP -- AND IT BEGINS TO LIFT. AS
          IT TAKES OFF, THE WEIGHT OF THE TOWER IS TOO MUCH: IT
          COLLAPSES INTO MAIN STREET.
           120.
                         
                         
          THE SHIP RISES SLOWLY INTO THE SKY -- ITS PURE WHITE
          SPOTLIGHTS FINALLY SCANNING THE GROUND BENEATH IT -- LILLIAN,
          OHIO -- EARTH -- A PLANET IT IS FINALLY LEAVING --
                         
                         
          INT./EXT. HOUSE - NIGHT
                         
          And we PUSH IN on Charles and Marin, who watch, amazed, as
          the distant light RISES INTO THE SKY --
                         
                         
          EXT. DRIVEWAY - NIGHT
                         
          And we PUSH IN as DONNY SLEEPS, the REFLECTION OF THE RISING
          SHIP seen in his windshield --
                         
                         
          EXT. LILLIAN, OHIO - MAIN STREET - NIGHT
                         
          Joe and Alice, Jack, Louis and Cary watch, amazed, as the
          ship disappears into the night sky, we are TIGHT ON JOE'S
          HAND, as it takes ALICE'S.
                         
          And looking skyward, Joe smiles.
                         
          As our SCORE SWELLS, we finally...
                         
           FADE TO BLACK.
                         
                         
                          THE END



Super 8



Writers :   J.J. Abrams
Genres :   Mystery  Sci-Fi  Thriller


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