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S. S. Wilson & Brent Maddock's "Tremors"

















                                   BENEATH PERFECTION


                                       Written by

                              S. S. Wilson & Brent Maddock























                                                                WD6
                                                                6/21/88







         1     EXT.   DESERT VALLEY - DAY                                   1

               The high desert -- absolutely silent -- a vast, hard land-
               scape stretching away to distant mountains.  The silence is
               broken by hoof-beats.


         2     EXT.  EDGAR'S PLACE - DAY                                    2

               It's a simple cabin dwarfed by a big, ramshackle barn.  EDGAR
               DEEMS (60s), a weathered desert rat of a hermit, is walking
               his donkey around in circles.

               Now, rattling toward them down an endless dirt road, comes an
               old, sun-bleached Buick.  It stops and out leans OLD FRED
               (70s) wearing a sweat-stained fedora.  The two friends nod.

                                          OLD FRED
                            How's she doing?

                                          EDGAR
                            She wants to lay down.  I'm a
                            little worried.

               Old Fred climbs out with a bushel basket of carrots.

                                          OLD FRED
                            Well, I brung her something I know
                            she likes.

                                          EDGAR
                            Damn, Fred, you can't give away all
                            those.

                                          OLD FRED
                            Forget it.  I got vegetables coming
                            out my ears.  Usually the varmints
                            eat up half my crop, but lately I
                            ain't so much as seen a gopher or a
                            jack-rabbit nowheres.

                                          EDGAR
                            If that ain't the truth.  And I
                            count on them for a little bit of
                            stew meat...Thank you, Fred.

               Edgar takes the carrots and feeds one to the donkey.

                                          EDGAR (cont'd)
                            Here you go, Justine.  Look what
                            Fred brought you.

                                          OLD FRED
                            We playing cards tonight?

                                          EDGAR
                            I think I'm gonna be sitting up
                            with her.

                                          OLD FRED
                            I'd do the same.  Well, catch you
                            Thursday.

                                          EDGAR
                            You bet.

               The men nod, and Old Fred drives off.

               CLOSE-UP of the donkey's hooves thumping along as Edgar leads
               her to the barn.

                                          EDGAR (cont'd)
                            Let's get you out of the sun for a
                            spell.

                                          EDGAR (cont'd)
                            I'll get you some fresh water.

               But, suddenly, we hear the donkey restlessly stomping its
               hooves and braying.  Edgar turns, concerned.  Now we hear an
               odd sound.  Distant thunder?  The wind?  The donkey gets more
               and more frantic.

               The barn shudders violently.  Frightened birds explode from
               the eaves.  Dust puffs from every old seam.  Roof shingles
               rain down.  Edgar stares in amazement.

                                          EDGAR (cont'd)
                            ...some kind of earthquake!?

               Then another sound -- the donkey starts screeching in wild
               panic.

                                          EDGAR (cont'd)
                            Justine, hang on! I'm coming!

               Edgar races back to the barn and flings open the doors.


         3     INT.  EDGAR'S BARN - DAY                                     3

               Dust swirls through the air.  But -- the barn in empty.  No
               donkey.  Now Edgar is hit by a ghastly stench.  He staggers
               back, and covers his nose with a handkerchief.  Then he sees,
               splattered across the walls -- blood!

                                          EDGAR
                            What in the name of Jehovah...?

               He raises his arms above the door frame.  When he lowers them
               he's holding a 12 gauge shotgun.  He races outside, ready to
               shoot, but there's nothing -- as far as the eye can see.


         4     EXT.  CLIFFS - DAWN                                          4

               The sun lights up spectacular sheer cliffs which plunge 1000
               feet from a ruggedly beautiful high-desert plateau.  At the
               top of the cliffs, silhouetted against the dawn, a lone cow-
               boy seems to gaze in deep contemplation at the sunrise.  As
               we MOVE IN, we realize he's actually peeing over the cliff.

               This is VALENTINE MCKEE (25).  Smart and good looking, Val
               has nevertheless managed to underachieve brilliantly.  He
               coasts through life, following the path of least resistance
               -- which has brought him to this dubious rustic existence on
               the edge of civilization.  But lately he's beginning to
               wonder why he hasn't accomplished more in his 25 years.

               As a few sleepy cows gaze at him, sleepy Val shuffles over to
               his battered old pickup truck.  A hand-painted sign on the
               door reads: "V & E -- All Type's of Job's."  Indeed, the
               pick-up bed is jumbled with tools and supplies for every
               conceivable odd job -- and the noisily snoring form of his
               partner huddled in a dirty sleeping bag.  Val raps on the
               side of the truck.

                                          VAL
                                   (softly)
                            Good morning, Mr. Bassett, this is
                            your wake-up call.  Please move
                            your fat ass.

               No response from the sleeping bag.  Val stares at the cows
               chewing their cud -- and perks up as he gets an idea.  He
               gently steps onto the truck's running board, then suddenly
               starts jumping up and down as hard as he can, rocking the
               truck violently.

                                          VAL (cont'd)
                            STAMPEDE!  EARL, GET OUT OF THE
                            WAY!

               The sleeping bag tries to get up and run for it.  It tumbles
               out of the back of the pickup.  While Val laughs uproar-
               iously, EARL BASSET (43) claws his way out of the bag, looks
               around wildly, and finds himself staring at three motionless
               cows.

                                          EARL
                            You dumb shit.

               Earl is a good-ol' boy who has lived his life just like Val,
               drifting from job to job.  He knows why he hasn't accom-
               plished anything, and often tries to impart his hard-won
               wisdom to Val, but the last thing the younger man wants is
               advice.

               Earl stretches.  The men begin a silent ritual:  Earl gropes
               through his pockets for a cigarette, but only finds a
               lighter.  Meanwhile, Val digs in his pockets, coming up with
               cigarettes, but no lighter.  Typical of these two, each guy
               always has half of what he needs.  Eventually they sort it
               out,  trading the necessary implements.

               Earl reaches for a coffee-pot on a battered Coleman stove on
               the tailgate.  But it's cold.

                                          EARL
                            You didn't cook breakfast?

                                          VAL
                            Did it yesterday.  Franks and
                            beans.

                                          EARL
                                   (tries to recall)
                            No...it was eggs.  I did eggs.

                                          VAL
                            Hell you did.  Your turn.

               Earl raises his fist.  This is The Challenge, and it instantly
               triggers the partners' conflict-resolution technique.  They
               solve all disputes using the children's game of "scissors,
               rock, paper."  Earl raises his fist in response.  The game is
               played swiftly and silently -- one, two, three.  On three,
               Val mimes "paper" (open hand.  Earl mimes "scissors" (two
               extended fingers).  Scissors cuts paper.  Val has lost.  He
               shrugs and starts pumping up the stove fuel tank.

                                          VAL (cont'd)
                            Well, when I'm your age I'll
                            probably forget what I eat, too.


         4A    EXT.  DESERT VALLEY - FENCE - DAY                          4A

               Val and Earl are restringing a dilapidated, and seemingly
               endless, barbed wire fence.  A few bored cows watch them.

                                          VAL
                            How many cows does it take to make
                            a stampede?  Is it like three or
                            more?  Is there a minimum speed?

                                          EARL
                                   (shakes his head)
                            I was in one.  A bolt of lightning
                            blew up cottonwood tree.  Three
                            hundred head going hell-bent for
                            the horizon.  Wasn't so damn funny,
                            I can  tell you.

               Earl's hand slips and the fence snags him right through his
               thick glove.

                                          EARL (cont'd)
                            Ow!  God damn!  Is this a job for
                            intelligent men?!

                                          VAL
                            If there was one nearby I'd
                            probably ask him.

                                          EARL
                            I keep thinking, if we were but
                            half serious about money, we should
                            quit being hired hands and...

                                          VAL
                                   (mock serious)
                            Handymen, Earl.  We're handymen.

                                          EARL
                            Whatever the hell we are, we should
                            quit and go get ourselves some real
                            employment.

               Val gestures to the vastness around them.

                                          VAL
                            What, and give up all this personal
                            freedom?


         5     EXT.  JEEP TRAIL - DAY                                       5

               Val guides the truck down a tortuous, rocky, almost impas-
               sable trail.  It takes full concentration as he fights the
               steering wheel, shifts, rides the brake and leans out trying
               to pick a decent route.  Earl braces his feet on the dash and
               munches breakfast, a raw hot dog right out of the package.

                                          VAL
                            Goddamn jeep trail gets worse every
                            year.

                                          EARL
                                   (shrugs)
                            Has a lot of rain.

               Earl pulls a box of Hershey bars from under the seat.  There's
               only one bar left.  He sets the box down between them.  Val
               glances at it -- and raises his fist: The Challenge.  One,
               two, three.  Val mimes "paper;" Earl mimes "rock."  Earl
               loses.  Val takes the bar.

                                          EARL
                                   (pointing ahead)
                            You're gonna get us hung up.

                                          VAL
                            Do not talk to the driver.

               THWONK!  The truck lurches to a stop, its frame caught on a
               big rock.  Val glares at Earl.


         6     EXT. DESERT INTERSECTION - PICK-UP TRUCK - DAY               6

               The pick-up turns from a dirt road onto an old paved road.

                                          VAL (V.O.)
                            What do we have next?


         7     INT.  PICK-UP - MOVING - DAY                                 7

               Earl consults a crumpled list pulled from inside his hat.

                                          EARL
                            Uh...Digging that waterhole for
                            Nestor.

                                          VAL
                            Burt and Heather's place is closer.
                            Let's do their kitchen today.  Do
                            Nestor tomorrow.

                                          EARL
                            Nestor's out of town tomorrow.  We
                            don't dig today.  We don't get paid
                            today.  Damn it, Valentine, you
                            never plan ahead.  You never take
                            the long view.  Hell, here it is
                            Monday and I'm already working on
                            Wednesday.
                                   (squints dubiously at
                                    his schedule)
                            It is Monday, right?

               But Val is peering at the desert up ahead.  Off the road a
               ways is a small Toyota pick-up truck and, beside it, a lone
               figure trying to flag them down.

                                          VAL
                            Who the hell's that?  That's not
                            what's his name...the grad student?

                                          EARL
                            Nah, it's September.  Must be the
                            new one.

                                          VAL
                            The new one!  That's supposed to be
                            a girl!

               Earl braces himself, knowing what Val will do.  Val swerves
               the truck wildly off the road, barreling across the desert.

                                          VAL (cont'd)
                                   (almost praying)
                            You will have long blonde hair, big
                            green eyes, nice full breasts that
                            stand up and say hello, ass that
                            won't quit.  And legs, legs that go
                            all the way up!

               Earl shakes his head, mildly bemused as they slide to a stop
               in a cloud of dust.


         8     EXT.  DESERT - RHONDA'S TRUCK - DAY                          8

               Val looks out hopefully.  The dust clears.  He sees her --
               RHONDA LeBECK, (25).  Val's eyes do an expert vertical scan:
               short brown hair, small brown eyes, so-so chest, legs hidden
               in baggy dungarees.

               Laden with a portable computer, notebooks, and some
               seismograph printouts, she stares at him through tilted
               glasses.  Her little pick-up truck is loaded with geology
               field equipment.  She shakes Val's hand firmly.

                                          RHONDA
                                   (brightly)
                            Hi, I'm Rhonda.  Rhonda LeBeck.
                            I'm up here for the semester...

                                          VAL
                            Yeah, geography.

                                          RHONDA
                            Right, geology.  And you have to be
                            Val and Earl.  I've heard all about
                            you.

                                          EARL
                            We deny everything.

               Rhonda smiles.

                                          RHONDA
                            Listen, got a question for you.  Do
                            you know if anybody is doing any
                            blasting or drilling or anything
                            like that?

                                          VAL
                            Around here?  Why would they?

                                          RHONDA
                            Well, I'm supposed monitor these
                            seismographs.  You know, they
                            measure vibrations...

                                          VAL
                            Yeah, vibrations in the ground.

                                          RHONDA
                            Yeah, well, I'm getting what I
                            refer to scientifically as "weird
                            vibes."  every sensor I've got is
                            giving me strange readings.  I
                            mean, the school has had these
                            machines up here three years and
                            they've never recorded anything
                            like this.

                                          EARL
                            Well, we'll ask around.  Let you
                            know if we hear of anything.

                                          RHONDA
                            Thanks.  God, I hope they're not
                            screwed up.  I might have to bag
                            the whole semester. Anyway, sorry
                            to bother you.

                                          EARL
                            No problem.  Nice meeting you.
                            Hope you get it sorted out.

               Rhonda unhappily turns back to her equipment as Val and Earl
               drive off.


         9     INT.  PICK-UP TRUCK - MOVING - DAY                           9

               Earl glances over at Val with a gleam in his eye.

                                          EARL
                            You know, if you wanted, we could
                            take a look at those seismographs
                            for her.

                                          VAL
                            What the hell do we know about
                            seismographs?

                                          EARL
                            Nothing.  But it sure might be a
                            nice way of getting to know her.

                                          VAL
                            Why?

                                          EARL
                            Goddamnit, Valentine, you won't go
                            for any gal unless she fits that
                            damn list of yours A to Z...

                                          VAL
                            Well, sure.

                                          EARL
                            ...And is dumber than my hind end.
                            Like that Bobby Lynn Dexter...

               Val flips down the truck's sunvisor.  Tapes to it are snap-
               shots of nearly identical blonde bimbos.  Val points to one.



                                          VAL
                                   (defensively)
                            Tammy Lynn Baxter.

                                          EARL
                            Don't matter.  They're all the
                            same: dead weight.  Can't make a
                            decision, can't walk because of
                            their shoes, can't work because of
                            their fingernails.  Make my skin
                            crawl!

                                          VAL
                            Well, I'm a victim of circumstance.

                                          EARL
                            I thought you called it your
                            pecker.  Look, don't make the
                            mistake I made.  Twenty years of
                            looking for a woman exactly like
                            Miss October 1968, and where'd it
                            get me?  Here with you.

               Val rolls his eyes -- "Give me a break."


         10    EXT.  PERFECTION - ESTABLISH - DAY                           10

               The pick-up rattles toward a tiny, utterly isolated high
               desert hamlet -- a few dozen houses and mobile homes fighting
               for shade in the vast landscape.  Its most prominent feature
               is an aging wood-frame water tower, perhaps 25 feet high,
               near the center of town.  A sign PANS into view --
               "PERFECTION -- Pop. 14."


         11    EXT.  PHAM VAN'S STORE - DAY                                 11

               Val and Earl head past the water tower for Pham Van's General
               Store, Perfection's main gossip stop and only business.  The
               store's sign, in English and Vietnamese, reads: "Groceries,
               Haircuts, Post Office, Town Hall, VIDEOS!"  Val and Earl park
               next to a camouflage-painted, large-tired Blazer.

               Just then they spot MELVIN, the town's surly teen-aged pain-
               in-the-ass, coming toward them, mindlessly bouncing a
               basketball off the hoods of parked cars.  As he nears their
               truck:

                                          EARL
                            Melvin, touch that truck and die.

                                          MELVIN
                            Oh, man, I'm really shaking.

               But he steers clear of their truck.


         12    INT.  PHAM VAN'S STORE - DAY                               12

               Inside, the energetic Vietnamese owner, PHAM VAN, presides
               over his all-purpose establishment: part general store, part
               barber shop, part saloon.

               At the bar are BURT GUMMER and his wife HEATHER, two no-
               nonsense survivalists who have settled in Perfection to await
               the coming apocalypse -- a nice enough couple, but there's a
               hint of paranoia around the edges.  Burt is shoving a box of
               cartridges across to Pham.

                                          BURT
                            No, Pham, they're not hollow
                            points.  I ordered hollow points
                            and that's what I want.

               When Val and Earl enter, Pham automatically pops the tops on
               two cold beers and has them in place before the cowboys reach
               the bar.  Everyone exchanged nods.

                                          HEATHER
                            Hi, guys, what you been up to?

                                          VAL
                            Ran into the new college student,
                            Rona.

                                          EARL
                            Rhonda.  Rhonda LeBeck.  She's
                            getting some kind of strange
                            readings on her things.

                                          BURT
                            Damn, you know, those kids turn up
                            oil or uranium or something out
                            there...next thing the Feds will be
                            at our door.  "Sorry, time to move.
                            Eminent domain."

                                          HEATHER
                            Down, honey, down.

                                          VAL
                            Yeah, Burt.  The way you worry,
                            you're gonna have a heart attack
                            before you get to survive World War
                            III.

               Heather and Pham laugh.  Burt smiles patiently.  Just then
               the compressor in Pham's ice cream freezer comes on.  It's a
               loud chug-chug-chug sound mixed with a high-pitched squeal.

                                          PHAM VAN
                            Hey Val, listen.  Bearing going
                            out, you think?

                                          VAL
                            Could be.

               He starts toward the compressor, but Earl heads him off.

                                          EARL
                            Catch it later, Pham.  Gotta get
                            over to Nestor's.

                                          VAL
                            Right.  We plan ahead.  That way we
                            don't do anything right now.  Earl
                            explained it to me.

               As they turn to go, Val does a take, amazed, as he spots a
               decorative bleached-out cattle skull displayed on the counter
               -- with a $29.95 price tag.

                                          VAL (cont'd)
                            Hey, Pham Van, what the hell is
                            this?

                                          BURT
                            A beauty, isn't it?  We bought three
                            of them for the rec room.

                                          VAL
                                   (whispers to Pham Van)
                            We sell 'em to you for three bucks
                            a piece!

                                          PHAM VAN
                                   (deadpan)
                            And I appreciate it.

                                          VAL
                                   (playfully)
                            You don't get it, Pham.  The idea
                            was: we were ripping you off.

               Suddenly a car alarm blares from outside.  Burt's out the
               door in a flash.  The others follow.


         13    EXT.  PHAM VAN'S STORE - DAY                                 13

               Burt races out and shouts at Melvin who back guiltily away
               from Burt's camouflage Blazer.

                                          BURT
                            Melvin, you little pain-in-the-ass!

                                          MELVIN
                            It wasn't me, man!  Your truck's
                            just screwed up, that's all.

               Burt angrily switches off the alarm.  Val and Earl laugh as
               they climb into their truck.

                                          VAL
                            Why don't his parents ever take him
                            to Vegas with them?

                                          EARL
                            You gotta ask that?


         14    EXT.  PIT - DAY                                              14

               At one end of town, Earl maneuvers a huge bulldozer with a
               scoop-loader blade through a choking cloud of dust, scouring
               out a shallow pit to serve as a watering hole.  Val sights
               down a row of stakes which mark one end of the pit.  The job
               is done.  He signals Earl to cut the engine.  Both men have
               kerchiefs covering their faces and are totally encrusted with
               dust.


         15    ANGLE - TRUCK TRAILER - DAY                                  15

               Nearby is an old battered truck trailer -- the massive, solid
               steel kind used for heavy rock hauling.  Tires flat, mired in
               dried mud and weeds, it hasn't been used in years.  Now it
               provides welcome shade as the men sit sipping some coffee.

               NESTOR CUNNINGHAM drives up, surveying the pit with approval.

                                          NESTOR
                            It came out great, boys.  Should
                            fill up just fine come the next
                            rain.  Lemme have your bill.

               Earl and Val start fishing in their pockets for pen and
               paper.  Earl comes up with various pieces of paper, Val with
               three or four pens.  It's a moment before they realize each
               has the other needed implement.  Earl writes out the bill
               during:

                                          NESTOR (cont'd)
                            I'll have to send it to you the
                            first of the month, boys.

               Val and Earl exchange pained looks.

                                          NESTOR (cont'd)
                            Now, you know I'm good for it.

                                          VAL
                            Yeah, Nestor, we know.  Don't worry
                            about it.  Catch us when you can.

               They amble over to their truck.  Earl takes the driver's side
               -- and starts fishing in his pockets for the key.

                                          VAL (cont'd)
                            Are we too easy-going?

                                          EARL
                            No, we're not too easy-going.  This
                            area is economically depressed.

               Val realizes he has the key and hands it over.

                                          VAL
                            So what if we just did it...today.
                            Pack up.  Drive straight down to
                            Bixby.  Get serious.

                                          EARL
                            We could.  We could.  But we'd have
                            to get really serious.  It's gonna
                            cost twice as much to rent a place.

                                          VAL
                            So?  That car wash pays good, and
                            they're always looking.

                                          EARL
                            Car wash?!  That's got no future.
                            If we're gonna take the plunge we
                            oughta have a better plan than
                            that.

                                          VAL
                            Yeah, sure.  Go ahead and plan
                            it...for a year or two.


         16    EXT.  VIOLA'S PLACE - DAY                                    16

               CLOSE ON a stencilled sign: PHAM VAN'S U-RENT -- CESSPOOL,
               SEPTIC TANKS.  PULL OUT to see Val and Earl have rented a
               portable septic pump (perhaps trailer mounted).  The aged
               machine reeks of and drips with its ignoble cargo.  The
               intake hose has been repaired so often it looks to be more
               tape than hose.  Grimacing Val threads the slimy hose down
               through the open top of Viola's cesspool.

               Beside them is Viola's well-kept mobile home on a low hill
               not far from Pham Van's store.  Well-kept flower gardens
               surround the place.  VIOLA, a sweet little old lady, watches
               the men work while straining to hold the leash of her tiny
               but ferocious dog.  The dog yaps continuously, lunging at
               Val and Earl.

                                          VIOLA
                            Stop it!  Stop it, you horrid
                            animal!
                                   (to Val and Earl)
                            I'm going to give her back to my
                            son.  I swear it.

                                          VAL
                            Hey, Viola, you've got my
                            permission.

                                          EARL
                            God almighty, my mama sure didn't
                            raise me for this.

               Val gets up and starts the pump's gas engine.

                                          VAL
                            Well, you're the one won't work in
                            the car wash.  You're the one's
                            gotta have a plan.

                                          EARL
                            Damn it, Val!  Not having a plan is
                            what keeps us doing jobs like this!

               Earl angrily throws the pump valve and starts the pump
               mechanism.  He and Val on stand either side of the intake
               hose as it gurgles happily.

                                          VAL
                            What keeps us doing jobs like this
                            is you dragging your feet.  I was
                            up for going to Bixby.  I was
                            getting excited.

                                          EARL
                            In the past year I must've said a
                            hundred times "We gotta get out of
                            Perfection.  We gotta better
                            ourselves."  You gonna stand there
                            in broad daylight and tell me you
                            think I'm the reason we're still
                            here?  You want to know how close I
                            am to going to Bixby right now?

                                          VAL
                            I'll call that little bluff.  How
                            close?

               POW!  GOOOOSH!  The gurgling intake hose ruptures, showering
               them with -- well you know.  They react as if they'd been
               shot; gagging, staggering, screaming obscenities.


         17    EXT.   VAL AND EARL'S TRAILER - DAY                          17

               Val and Earl's beat-up mobile home is just down the street
               from Pham Van's store.  Val and Earl, now in cleaner clothes,
               march out resolutely.  Val has a portable TV in one hand and
               a framed COORS beer sign in the other.  Earl unhooks the
               clothes line and dumps it, clothes and all, into the back of
               their truck, on top of the rest of their belongings.

               They stare at each other for a moment.  This is it.  No going
               back.  They leap into the truck.  As they drive off, Val leans
               out and yanks their wooden nameplate ("E. Basset -- V. McKee")
               off the mailbox.


         18    EXT.  NANCY'S HOUSE - DAY                                    18

               They haven't gone fifty yards when they spot NANCY STERNGOOD
               (40s) working in front of her house.  The guys pull their
               hats low over their faces.  Earl swerves to the far side of
               the street.

                                          EARL
                            Uh oh, it's Nancy.  She wants
                            another load of firewood.

                                          VAL
                            Forget it, man.  It's not worth it.

               Nancy spots them and beckons excitedly.

                                          EARL
                            She's got us.  Now, listen, the
                            plan is: we have done our last job
                            in Perfection.

                                          VAL
                            That's the plan.

               They stop beside Nancy.  While they talk, Nancy's daughter,
               MINDY (9), comes bouncing along on her pogo-stick, listening
               to her Walkman and slowly circling the truck.

                                          NANCY
                            Mindy, honey, don't pogo in the
                            street.  Hey, guys, I've got a job
                            for you...

                                          EARL
                            Sorry, Nancy.  We ain't doing odd
                            jobs anymore.  We're headed for
                            Bixby permanent.

                                          NANCY
                                   (skeptical)
                            Oh, sure...
                                   (sees stuff in back of
                                    truck)
                            ...My God, you really are!

                                          VAL
                            Yep, we're relocating to an area
                            with a greater economic base.
                                   (to Mindy, over her music)
                            Hey, Mindy, what's the count?

                                          MINDY
                            Six hundred three, six hundred
                            four, six hundred five...

                                          VAL
                            Go for it!

                                          NANCY
                            Gee, guys.  I made the big
                            decision.  I'm putting in that
                            satellite dish.  I was going to
                            offer you five hundred dollars.

               Val and Earl glance at each other -- five hundred dollars!


         19    EXT.  DESERT ROAD - PICK-UP TRUCK - DAY                      19

               The truck roars toward the "Leaving Perfection" sign.  Val
               and Earl are elated, downright giddy.

                                          EARL
                            We did it!  We faced temptation and
                            we did not bend!

                                          VAL
                            Damn straight!  Now there's nothing
                            between us and Bixby but nothing!

               They zoom past the sign.

                                          VAL (cont'd)
                            Last time we'll see that sign!

               They laugh, then are thrown half out of their seats as Earl
               accidentally hits a big pothole.

                                          EARL
                            Last time we hit that goddamn
                            pothole!


         20    EXT.  DESERT - WIDE - DAY                                    20

               As the truck streaks across the landscape.  Val and Earl
               merrily continue their good-byes to whatever is visible.

                                          VAL (V.O.)
                            So long, cactus!

                                          EARL (V.O.)
                            Adios, bridge!


         21    EXT.  CANYON ROAD - DAY                                      21

               On its way down from the high desert, the lonely road now
               winds through a twisting, narrow canyon.  A county highway
               maintenance truck is parked to one side and two road workers,
               CARMINE and HOWARD, repair a slide-damaged section of the
               road, Carmine breaking up asphalt with a jackhammer.  Val and
               Earl pull up, hand them each a beer, and speed away, shouting:

                                          VAL
                            Last time down this damn twisty
                            road!


         22    EXT.  SHACK - DAY                                            22

               The pick-up speeds past a small shack.  Val and Earl
               automatically roll up their windows.  In a moment we see why:
               a monster, ferocious dog comes galloping out to chase their
               truck.  Earl gives the dog the finger.

                                          EARL
                            Last chance, asshole.  Run, run...!


         23    EXT.  OLD FRED'S PLACE - DAY                                 23

               Old Fred latches the gate on his corral filled with sheep.
               He looks up as Val and Earl's truck speeds past.  Val and Earl
               honk their horn and wave happily.  Old Fred waves back.


         24    EXT.  ROAD - ELECTRICAL TOWERS - DAY                         24

               The pick-up zooms along, the road now paralleling a line of
               tall high-tension electrical towers.


         25    INT./EXT.  PICK-UP TRUCK - MOVING - DAY                      25

               The guys have calmed down, but each is still dreaming of a
               new life.

                                          EARL
                            Okay, here's the plan.  We bust our
                            tails in the car wash six months...
                            well, maybe nine...and we don't
                            spend a dime, you know?  And then
                            we go for it...down payment on a
                            tow-truck or a back-hoe or
                            something, right?  Start a real
                            business.  We can start looking for
                            something today, tonight!

               Val points up ahead -- a man is sitting near the top of a
               distant electrical tower.

                                          VAL
                            Jeez, look at that guy.

                                          EARL
                                   (shakes his head)
                            One job I'd never take is working
                            around electricity.

                                          VAL
                            Especially when it's two hundred
                            feet off the ground.

               But as the pass the tower:

                                          VAL (cont'd)
                            Hey, hold up...That's Edgar Deems!

                                          EARL
                            You're full of shit.

                                          VAL
                            He's only got one damn jacket.
                            That's him, I'm telling you.


         26    EXT.  ELECTRICAL TOWER - DAY                                 26

               Earl pulls over.  They climb out and peer up at the tower.
               Edgar is hard to see through the criss-crossing girders.

                                          EARL
                                   (impressed)
                            Man, oh, man.  He must've really
                            been drunk this time.
                                   (shouts)
                            Edgar!  What the hell you doing?
                            Get on down from there!

               Edgar doesn't move.  Val and Earl shift about uncomfortably.

                                          VAL
                            Well, shit, we can't leave him up
                            there.

               They stare at each other.  Someone's got to climb up.  Val
               raises his fist in The Challenge.  Their fingers fly.  Rock
               breaks scissors.  Val loses.

               Valentine unhappily climbs the tall tower while Earl watches
               from below.

                                          VAL (cont'd)
                            Hey, Edgar, don't you move.  I'm
                            coming to get you...You damn fool,
                            you owe me on this one...

               Higher and higher Val climbs.  He tries not to look down.

               He's approaching Edgar from below and behind.  As he gets
               nearer he begins to notice forboding details: one of Edgar's
               shoes is missing, half the trouser led is torn off.. Edgar is
               strapped to a girder by his belt, his shotgun gripped in his
               hands.  A swarm of flies buzzes away.

                                          VAL (cont'd)
                            What the hell...

               He edges around to where he can see Edgar's face -- the
               eyes are wide open, staring.  He's dead.


         27    EXT.  OLD FRED'S PLACE - DAY                                 27

               Old Fred is now hoeing his garden.  He glances up as Val and
               Earl's pick-up roars back toward Perfection.


         28    EXT.  JIM AND MEGAN'S HOUSE - DAY                            28

               A big station wagon is parked between a small mobile home and
               a half-finished house being built by JIM and MEGAN WALLACE,
               an out-going, energetic older couple.  Lumber, cinder blocks,
               and tools are scattered around the yard.

               Jim examines Edgar's body in the bed of Val and Earl's pick-
               up truck.  Val, Earl and Megan talk in subdued tones.

                                          VAL
                            Real sorry to bother you, Megan,
                            but we figured since Jim's a doctor...

                                          MEGAN
                            No, it's fine.  You did the right
                            thing.  When Jim is done we'll call
                            the Coroner's office in Bixby.
                            We'll take care of it.
                                   (shakes her head)
                            Poor Edgar.

                                          EARL
                                   (tries to break the mood)
                            Well, I see you got all the
                            wallboard up.

                                          MEGAN
                            That was easy.  You two did the
                            hard part.  Sure sorry you're
                            leaving.

               Jim climbs out of the pick-up.

                                          EARL
                            Was is a heart attack?

                                          JIM
                                   (shaking his head)
                            He died of dehydration.  Thirst.

                                          VAL
                            But that doesn't make sense.  That
                            takes a couple of days, doesn't it?

                                          JIM
                            Three or four even.

                                          EARL
                            You mean he sat up there three or
                            four days?  Just sat there till he
                            died of thirst?

               Jim shrugs.  Everyone is mystified.


         29    EXT.  OLD FRED'S PLACE - DAY                                 29

               Fred is still hoeing.  In the nearby pen his sheep start
               acting restless.  He eyes them.  What's up?  We hear a
               strange muffled sound.  Unseen, behind him, at the far end of
               the garden, his scarecrow mysteriously tilts.

               Old Fred keeps hoeing.  He stops, his foot is caught in the
               dirt.  Suddenly he is yanked knee-deep into the ground!


         30    EXT.  CANYON ROAD - DAY                                      30

               Val and Earl's truck, again headed for Bixby, and going way
               too fast, zooms past the two workers still repairing the
               road.  The workers glance up, annoyed.


         31    EXT.  SHACK - DAY                                            31

               Val and Earl, sobered and deep in thought, drive past the
               shack where the ferocious dog lives.  They automatically roll
               up their windows during:

                                          EARL
                            Reckon he hated Perfection more
                            than us?  You suppose he wanted to
                            kill himself?

                                          VAL
                            If he did, why didn't he use his
                            damn shotgun?

                                          EARL
                            Maybe he just couldn't pull the
                            trigger...

                                          VAL
                            Oh sure, he figured it was easier
                            to die of thirst?  Come on,
                            sombody must've chased him up
                            there.

                                          EARL
                            Oh, you mean somebody who ain't
                            scared of a twelve gauge shotgun.
                            And then what did they do?  Camp
                            out down below and just wait for
                            him to die?

               Val has no answer.  It's too weird.

                                          VAL
                            Well, whatever the hell happened
                            it's just one more goddamn good
                            reason to haul ass out of this
                            place.

                                          EARL
                            You got that right.

               They are passing the shack.  Earl suddenly realizes:

                                          EARL (cont'd)
                            Hey, where the hell's that asshole
                            dog?

                                          VAL
                                   (looking around)
                            Probably up a pole starving itself
                            to death.

                                          EARL
                            Okay, the plan is: pedal to the
                            metal the whole way.  We don't stop
                            till we hit the carwash, not even
                            to pee.

                                          VAL
                            I'll go with that plan.


         32    EXT.  OLD FRED'S PLACE - DAY                                 32

               CLOSE ON the pick-up's tires skidding to a stop.  PULL OUT to
               see we're back at Old Fred's.

                                          VAL
                            What are you doing?

               Earl is staring wide-eyed.  Val follows Earl's gaze and is
               aghast when he sees --

               The sheep pen -- it's a ghastly, bloody mess.  Scattered on
               the churned up ground a few dismembered sheep legs and heads
               are all that remain of the flock.

                                          VAL
                                   (whispers)
                            What the hell...?

               Val and Earl leap out of the truck to investigate.

                                          VAL
                            Hey, Old Fred!  Fred!  Where are
                            you?!

               Earl dashes into Fred's house.  Val checks around outside.
               Earl comes back out.

                                          EARL
                            Not here.

               Then they spot something lying in the middle of the garden --
               Old Fred's hat.

               Still looking all around, Val squats distractedly to pick up
               the hat.  He and Earl stumble backward in shock.

               OLD FRED IS STILL WEARING HIS HAT!!  His mangled face stares
               up at them, eyes and mouth frozen open in a death grimace.

                                          EARL
                            Oh, Jesus!!

                                          VAL
                            What the hell is going on?  I mean
                            WHAT THE HELL IS GOING ON?!!


         33    EXT. CANYON ROAD - DAY                                       33

               Carmine and Howard continue repairing the road, Carmine still
               using the noisy jackhammer.  Val and Earl drive up.

                                          EARL
                            You guys better get the hell outta
                            here!  We got a killer on the loose!

                                          HOWARD
                            What?

               Carmine stops jackhammering to listen.

                                          EARL
                            A murderer, man!  A real psycho.
                            He's cutting people's heads off!
                            I'm serious!  I'd high-tail for
                            town if I was you!

               Val and Earl speed away.

                                          CARMINE
                            They're drunk.

                                          HOWARD
                            Yeah...

               But he edges over to the truck and takes out a heavy steel
               pry-bar to keep within easy reach.

               Carmine goes back to work, pounding the asphalt with the
               jackhammer.  Suddenly the blade strikes something beneath the
               road, something soft.  We hear a strange, unearthly shriek
               from underground.  A weird orange goo gushes up around the
               blade.  Then the jackhammer takes off by itself like a
               harpoon stuck in a whale!  Carmine gets tangled in the jack-
               hammer's air-hose and is dragged along, shouting for help.

               Howard chases him down the embankment and into the scrub-
               brush.  He hears Carmine screaming.

                                          HOWARD
                            Carmine!  What the hell is it?!
                            Where are you?

               But now there is only silence.  Howard crashes through the
               brush.  All he finds is the torn end of the air-hose -- which
               suddenly sucks down into the ground.  He's momentarily
               staggered by an awful smell, but forces himself to keep
               looking.  He lets the pry-bar drag on the ground.  Then
               something -- it looks like a mouth or a horrid beak -- shoots
               out of the ground and grips the pry-bar with uncanny
               strength!  Howard drops his weapon and scrambles madly away.

               He clambers back onto the road.  But almost immediately
               cracks form in the pavement around him.  More beak-things
               break through the asphalt between him and his truck.

               He dashes across the road, scrambling up the embankment.  He
               clings precariously to a tree root, looking down -- where'd
               they go?  Suddenly the dirt around him begins to "bubble."
               Several hungry beaks break through and grab him, yanking him
               head first into the embankment.  Then the embankment gives
               way, crashing down onto the road, taking with it a nearby
               telephone pole and snapping the lines.


         34    INT.  PHAM VAN'S STORE - DAY                                 34

               Pham Van is talking to MIGUEL, a local rancher.  They both
               jump as the doors burst open.  Val and Earl race in, trailed
               by Nestor and Melvin.  Val heads for the payphone during:

                                          NESTOR
                            His head?  You mean just his head?

               Val grabs the phone and digs in his pocket for change.

                                          VAL
                            Yeah, really sick, man.  Sweet Old
                            Fred.

               Earl comes up with change and hands it to Val, who dials.

                                          PHAM VAN
                            Something happen to Fred?

                                          MELVIN
                                   (ignoring Pham)
                            Are you serious, man?  They killed
                            him just to take his sheep?

                                          EARL
                            He didn't have nothing else to
                            steal.  Neither did Edgar.

                                          MIGUEL
                            What happened to Edgar?

               Val stares at the phone.

                                          VAL
                            I don't believe this.  The phone is
                            out!  Pham, your phone is out!

                                          PHAM VAN
                            I didn't do it!  What's going on?

               Val and Earl rush out.


         35    EXT.  PHAM VAN'S STORE - DAY                                 35

               Trailed by the others Val and Earl march out and leap into
               their truck , Val driving now.  He searches for the key.

                                          NESTOR
                            We've gotta get the police up here.
                            You guys gotta step on it to Bixby.

               Earl hands Val the key.

                                          VAL
                            Consider it stepped on.


         36    EXT.  CANYON ROAD - DAY                                      36

               Again the pick-up barrels through the canyon.

                                          VAL
                            Brother, we decided to leave this
                            place just one day too late, you
                            know?

                                          EARL
                                   (grimly)
                            Well, there's sure as hell nothing
                            to stop us now.  Everybody we know
                            between here and Bixby is already
                            dead.

               Earl points ahead and screams:

                                          EARL
                            LOOK OUT!!

               Val brings the truck to a squealing stop.  Ahead: the
               collapsed embankment completely blocks the road.  It's
               totally impassable.  The cowboys are dumbfounded.

                                          EARL
                            Is some higher force at work, here?
                            Are we asking too much of life?

               But Val is in no mood for philosophy.  He leaps out and peers
               into the highway maintenance truck which sits undisturbed,
               emergency lights still flashing.  There's nobody in it.  He
               starts looking around.

                                          VAL
                            Those assholes are supposed to be
                            fixing the goddamn road!
                                   (shouts)
                            Hey!  Where are you guys?  People
                            gotta use this road, you know!
                            You on a booze break or what?!

                                          EARL
                                   (whispers; urgently pointing)
                            Val!  Val!

               Val looks where he's pointing -- Howard's bloodstained
               hardhat lies at the edge of the landslide.  Val gets the
               point.  Looking around for the unknown assailant, he eases
               back into the truck.  Earl already has a pistol in his lap
               and is digging through the glove compartment.

                                          EARL (cont'd)
                            Where are the bullets?  Don't we
                            have any goddamn bullets?

               Val quickly jockeys the truck to turn it around on the narrow
               road.  But as he backs into the hillside, we hear a strange
               grating clunk from underneath.  When he tries to pull
               forward, the truck won't move.  The engine stalls.

                                          VAL
                            Jesus!  I don't believe this!

                                          EARL
                            You're hung up again.

                                          VAL
                            I am not!

               They both lean out.  The rear tires are clear.  Val restarts
               the truck and tries to pull forward, rocking the truck
               against some unseen pull.  Smoke wells up from the clutch.

                                          EARL
                            You're hung up I tell you.  You're
                            gonna burn the clutch.

               Val slams the truck into low-range four-wheel-drive and revs
               it.  The tires dig in, fighting for traction -- and suddenly
               the truck lurches free.  We hear an eerie shriek mingled with
               gear and engine noise as Val angrily roars away.

                                          EARL (cont'd)
                            Jesus, you can break an axle like
                            that.

                                          VAL
                            Fuck you!

                                          EARL
                            Hey, I don't want spend the night
                            out here!


         37    EXT.  PHAN VAM'S STORE - DAY                                 37

               The word has spread.  Everybody in town is gathered at Pham
               Van's.  They rush out to meet Val and Earl as they drive up.

                                          BURT
                            What the hell you doing back
                            already?

                                          VAL
                            You're never going to believe this,
                            but the canyon road...we were on it
                            not two hours ago...well, it's
                            completely...

               But he stops because they're all staring wide-eyed at the
               rear of the truck.

                                          NANCY
                            My God...!

               Val and Earl jump out and look where everyone else is
               looking.  Their jaws drop.  REVEAL: hanging from the rear
               axle of their truck and trailing out behind like a nightmare
               wedding decoration -- a sex foot long, grotesque, fleshy,
               tentacle.  The end gripping the axle looks like a vicious,
               razor-sharp beak or hook.  The trailing end is mutilated,
               oozing orange goo -- as though the creature was torn in half.



                                          MELVIN
                            Unreal!  Where'd you get it?

                                          VAL
                            Uh...didn't know we had it...

                                          NANCY
                            It's disgusting.

                                          VIOLA
                            Looks like...and eel.

                                          NESTOR
                            Naw...eels live in water.

                                          VAL
                            So...it's some kind of snake?

                                          EARL
                            Or a big mother slug maybe?

                                          BURT
                            Some kind of mutation...?

               Burt, more daring than the others, pries the thing off the
               axle with a shovel.

                                          PHAM VAN
                            Don't touch, don't touch.

                                          BURT
                            It's dead all right.  Tore the damn
                            thing in half.

                                          EARL
                            It must've grabbed us.  That's why
                            the truck stalled-out.

                                          VAL
                                   (suddenly indignant)
                            Yeah!  Next time I tell you I'm not
                            hung up...!

                                          BURT
                            Stalled out your truck?  Have to be
                            one strong son of a bitch.

               Pham Van leaps over them.

                                          PHAM VAN
                            I give you boys five dollars for
                            it.

               Val and Earl square their shoulders.  This time they're ready
               for him.

                                          VAL
                            Twenty.

                                          PHAM VAN
                            Okay, ten dollars.

                                          EARL
                            Fifteen.

                                          PHAM VAN
                            Okay, fifteen.

                                          VAL
                            Damn right fifteen.

               Burt is deep in thought.

                                          BURT
                            Just one of these couldn't eat up
                            off a whole flock of sheep.
                            There's gotta be more out there, a
                            lot more.

               A cold chill spreads through the group.  They stare out at
               the vast, forbidding desert.  They suddenly feel alone --
               very alone.


         38    EXT.  DESERT - DAY                                           38

               CLOSE on Rhonda's hat lying on the ground.  We think the
               worst.  Then she reaches in, picks it up and puts it on.
               REVEAL she's in a lonely corner of the valley working with a
               seismograph.  She pounds a marking stake into the dirt.


         39    INSERT - CLOSE ON SEISMOGRAPH                                39

               The needle responds to each blow on the stake.  We hear
               Rhonda stop pounding.  The needle stops.  All is silent --
               but the needle starts moving again!"


         40    BACK TO SCENE                                                40

               LOW CAMERA is MOVING in Rhonda's general direction.  She
               starts to pound another stake.  CAMERA REACTS so it is moving
               straight toward her.  As it passes a burrow, a rabbit
               suddenly scouts out.  CAMERA WHIP PANS to watch the rabbit
               scamper into the distance, then TURNS BACK to move toward
               Rhonda, who still pounding her stake.

               CAMERA passes Rhonda's seismograph.  The machine tilts
               slightly as the ground bulges up beneath it.

               Rhonda finishes pounding.  She heads for her truck, noisily
               tossing in her tools and slamming the tailgate.  CAMERA
               CLOSES IN on her, faster and faster.  It is right on her
               heels as she climbs into the cab!


         41    ANGLE - RHONDA'S TRUCK                                       41

               A beak-thing thrusts out of the ground, groping where
               Rhonda's boot just was.  Rhonda drives off, unknowingly
               running right over the thing.  We hear a shriek of pain as
               the tentacle writhes and sucks back under the ground.


         42    INT.  PHAM VAN'S STORE - NIGHT                               42

               Mindy Sterngood poses cautiously with the bizarre hook
               tentacle.   A camera FLASHES and we REVEAL Pham Van taking
               her photo beside a sign: "Photographs -- You and the Snake
               Monster -- $2.00."  Viola and Miguel, wait in line.

               We now see the store is crowded with concerned townsfolk
               debating what to do, and how to protect themselves.  Val and
               Earl sit on the sidelines, sipping beer, gazing in awe at
               enterprising Phan Vam:

                                          EARL
                            Slick as snot and I'm not lying.

                                          VAL
                            Fifteen lousy bucks.

                                          EARL
                            A man who plans ahead.

               Dominating the discussion are Burt and Heather now armed with
               scoped, magnum hunting rifles.  Heather stands guard at a
               window, peering out into the night.

                                          BURT
                                   (to group)
                            ...Look, we organize, we arm
                            ourselves.  We go out, we find
                            those damn snake things, we make
                            'em extinct.

                                          NESTOR
                            Come on, Burt, we don't even know
                            what they are.

                                          VIOLA
                            Might be aliens.  Who knows?

                                          MIGUEL
                            Why go looking for trouble?

                                          BURT
                            Miguel, the trouble's come to us.
                            If we're not ready...

                                          HEATHER
                            Phone's out.  Road's out.  We're on
                            our own.

                                          NANCY
                                   (sarcastic)
                            And you two just love it, don't you?

                                          HEATHER
                            Come on, Nancy, don't let's get
                            personal.  We need to do something.

               Burt steps over to a faded topographic map on the wall and
               points out details during:

                                          BURT
                            Damn right.  You folks gotta
                            analyze the situation.  With that
                            road out we're completely cut off.
                            Got the cliffs to the north,
                            mountains east and west.  That's
                            why Heather and me settled here in
                            the first place, geographic
                            isolation.

                                          NANCY
                            Well...there must be dome way to
                            get help.

                                          VIOLA
                            Yes, that's what I say.

                                          BURT
                            How, for chrissake?  You gonna walk
                            thirty-eight miles to Bixby?

                                          MIGUEL
                            Hey, what about Pham Van's saddle
                            horses?

               All heads turn toward Pham Van.

                                          PHAM VAN
                            You're welcome to them.  Does
                            anybody know how to ride?

               All heads turn toward Val and Earl.


         43    EXT.  JIM AND MEGANS'S HOUSE - ESTABLISH - NIGHT             43

               In the vast desert night a single floodlight illuminates Jim
               and Megan's partially finished house.  Their station wagon is
               parked out front.  A country and western tune drifts to us
               from it's radio.

               As we MOVE CLOSER, we see the floodlight is powered by a
               small, softly purring generator set maybe fifty feet away.

               Jim and Megan, both exhausted, unload a big stack of roofing
               shingles from their station wagon.  Jim starts to lift a
               package of shingles but gives up and sits on the tailgate.

                                          JIM
                            I'm dead.  Let's finish in the
                            morning.

                                          MEGAN
                            We have to go into Bixby in the
                            morning.
                                   (grins devilishly)
                            The concrete blocks are in.

                                          JIM
                            The con...!  Oh my God.

                                          MEGAN
                            Just keep looking at that beautiful
                            sky.

                                          JIM
                            What?

                                          MEGAN
                            That's the sky that's going to be
                            over our roof every night, when
                            we're done.

                                          JIM
                                   (joking)
                            Ah, but consider this, if we don't
                            finish the roof, we can looks at
                            that sky all the time.

               Just then the whirring of the generator becomes strangely
               muffled.  The floodlight flickers.  Now the generator dies.
               Darkness engulfs them.  The car radio music drones on
               incongruously.

                                          JIM (cont'd)
                            Damn that thing!

                                          MEGAN
                                   (sarcastic)
                            We could always buy a new
                            generator.

               Jim digs out a powerful flashlight and heads over toward the
               generator.  Megan lies back, taking a welcome breather.
               After a moment:

                                          MEGAN
                            Well, what's wrong with it?

                                          JIM (V.O.)
                            It's...gone...!


         44    ANGLE - JIM                                                  44

               Baffled, he sweeps the whole area with the flashlight.  Megan
               joins him.

                                          MEGAN
                            You sure this is where it was?

                                          JIM
                            Am I sure?!
                                   (points with flashlight)
                            It was right there.  There's the
                            cord.

               The severed electric cable stops at the edge of a cone-shaped
               depression in the dirt where the generator sat.  He hands her
               the flashlight and kneels.  We watch tensely as he probes the
               loose earth with his hands.

                                          JIM (cont'd)
                            Maybe the ground caved in.  There's
                            a lot of old mines and stuff around
                            here.

               Megan grabs his shirt, trying to pull him back.

                                          MEGAN
                            Well don't then!  You don't want to
                            fall in.

               Suddenly, about ten feet away -- WHOOMP!!  The generator
               shoots up out of the ground!  Jim and Megan dive for cover as
               it sails through the air, and crashes to earth.  They stare,
               transfixed.  The generator is dented and bent almost beyond
               recognition -- and covered with oozing slime.

                                          JIM
                            What the...?

               But Megan is all action.  She yanks him back.

                                          MEGAN
                            Come on.  Get away from it!

                                          JIM
                            God, what a stink!

               We again hear that mysterious rumbling sound.  Jim stops,
               sweeping the flashlight around them.

                                          JIM (cont'd)
                            Hear that?

                                          MEGAN
                            Never mind!  Let's go!  Let's just
                            go into town or something!  Jim,
                            please!

               She hustles him bodily toward the car during:

                                          JIM
                            You know, I bet it's geological or
                            something, like natural gas, or a
                            geyser.  They stink like that.
                            Remember in Yellowstone...?

               Suddenly he drops knee-deep into ground!  Megan is thrown
               off balance and tumbles to one side.  The flashlight falls,
               lighting them at an eerie low angle.

                                          JIM (cont'd)
                            Something's got me!!

               We hear sickening CRUNCHES from below the earth.  He SCREAMS
               in excruciating agony.

                                          JIM (cont'd)
                            Oh, God!  Get me Out!!  GET ME OUT!!

               He struggles wildly, but just sinks further down!  Megan
               slides a 2X4 over to Jim.  He grabs it like a drowning man,
               trying to keep himself from being pulled down.  But he's
               pulled with suck power the 2X4 snaps!

               His head is going under.  Megan desperately tries to dig the
               smothering earth away, but she's losing.  Now only his arms
               are above ground.  She pulls with all her might, but he sinks
               inexorably down, down.  She's pulled flat on the ground.
               He's gone.

               The next instant, a vicious hook-tentacle erupts through the
               earth, missing Megan's face by inches.  She scrambles back
               frantically.


         45    ANGLE - STATION WAGON                                        45

               LOW CAMERA pursues Megan toward the car, just missing her as
               she dives in through the open tailgate.  She slams it after
               her.  The talons rake across the car, scratching the glass.

               Megan tumbles into the front seat.  Thank God the keys are in
               the ignition.  She starts the engine.  But outside the "snake
               things" attack the car in a frenzy, slashing blindly.  A rear
               tire is totally shredded just as:

               Megan floors it.  The car lurches forward but the mutilated
               tire falls apart.  The wheel rim digs into the loose earth
               and the car is stuck.  With no other recourse, Megan locks
               the door, rolls up the windows and cowers in the middle of
               the car, panting, sobbing.  The radio is still playing a
               happy cowboy tune.  She peeks out.  They gave up?  She's
               safe?  Nothing happens for a moment, then --

               The car starts to shake and shudder!  Dust wells up around the
               windows.

               Outside we see a bizarre sight.  The earth around the rear of
               the car is "boiling," dirt flying in all directions -- and
               the car starts to sink into the ground!!

               Megan wildly honks the horn!  The car looks just like a ship
               going down by the stern, hood tilting up gracefully.  The
               back windows shatter, dirt pouring in!  Megan smashes the
               windshield with a small fire extinguisher and scrambles out
               on the hood.  But there's no hope.  The car keeps sinking,
               titling now almost ninety degrees, forcing her onto a
               precarious perch on the grille -- sinking, sinking.

               Out of her mind with terror, she keeps softly murmuring the
               same hopeless phrases:

                                          MEGAN
                            Stop it!  Stop it!  Somebody stop it...!


         46    EXT.  DESERT - JIM AND MEGAN'S HOUSE - VERY WIDE - NIGHT     46

               The headlights are two ironic beacons sending their beams
               skyward through the roiling dust into the night sky.  The
               sound of the radio becomes muffled.  The headlights sink from
               view -- and then Megan's scream floats across the desert.


         47    EXT.  PHAM VAN'S STORE - DAWN                                47

               Out front of Pham Van's, nervous Val and Earl saddle up the
               horses while Pham loads their saddle bags with food.  Every-
               one has gathered to see them off.  There's an air of tension.

                                          VAL
                                   (eyeing the horses)
                            Pham, we don't want to be stuck on
                            a couple of canners.  They better
                            be fast.

                                          EARL
                            Relax.  A snake thing like that
                            couldn't move too quick.

                                          VAL
                            Screw you.  For all you know they
                            could fly.

               Earl pulls their old Smith and Wesson revolver and battered
               Winchester rifle out of the pick-up truck.

                                          EARL
                            You want the rifle or the Smith?

                                          VAL
                                   (definite)
                            The rifle.

               So does Earl.  He raises his hand.  They swiftly do a round
               of scissors-rock-paper.  Earl loses.  He hands Val the rifle.
               Just then, Burt and Heather pull up in their Blazer, climbing
               out with their hunting rifles.

                                          BURT
                            You guys all set?

                                          EARL
                            Ready as we'll ever be.

                                          BURT
                            Heather and I are going to drive
                            around a little, see if we can find
                            that college girl and tell her to
                            get her ass back into town.

                                          VAL
                            Good idea.  And we'll swing by the
                            doctor's place.  They were going to
                            go into Bixby but we don't know if
                            they left before the road was out.

               Val and Earl mount up.

                                          HEATHER
                            Hold on.  You guys oughta take
                            something that packs more punch
                            than that thirty-thirty.  Take one
                            of our Browning autos, or even my
                            model seventy...
                                   (offers her hunting rifle)
                            It's three-seventy-five H and H
                            mag.

               Earl takes the awesome-looking gun with a smug glance at Val.

                                          EARL
                            Gee...thanks, Heather.  Hope we
                            don't need it.

               Heather unhooks a box of cartridges from her belt and hands
               it to Earl.  Suddenly there's a blood-curdling SCREAM!  The
               door to Pham Van's flies open.  Out staggers Melvin, wrapped
               in Pham Van's hook-tentacle, writhing in apparent agony.

                                          MELVIN
                            IT'S GOT ME!  IT's GOT ME!  AAAAHGH!

               People scatter like sheep.  Burt and Heather have guns
               trained on him in an instant.  Then everyone realizes it's a
               sick joke.  Melvin collapses with laughter.  Burt is livid.
               He almost shot Melvin.  He charges over and yanks the kid to
               his feet, screaming:

                                          BURT
                            You stupid punk!  You came that
                            close, that close!!

                                          EARL
                            One of these days, Melvin,
                            somebody's gonna kick your ass.

               Pham rushes over and grabs his precious tentacle.  As people
               calm down, Val and Earl gaze nervously at the vast desert
               before them.

                                          BURT
                            Well...you fellas watch yourselves.

                                          NANCY
                            Come back with the Sheriff.

                                          NESTOR
                            Sheriff, like hell.  Come back with
                            the National Guard.

               They ride out to an adlib chorus:  "Keep your heads down;"
               "Go careful, boys;" "Keep a sharp lookout;" etc.


         48    EXT.  DESERT - DAY                                           48

               Val and Earl ride along, very tiny in the vast, lonely
               landscape, and very on edge.  Constantly looking all around.

                                          EARL
                            You know, we can't possibly make
                            Bixby by nightfall.

               Val doesn't want to hear it.

                                          EARL
                            That means we're gonna be out here,
                            like, in the dark.

                                          VAL
                                   (resentfully)
                            Great.  Thank you.

               Faint Country and Western radio music drifts to them.
               They're nearing Jim and Megan's house.


         49    EXT.  JIM AND MEGAN'S HOUSE - DAY                            49

               Val knocks on the door to the mobile home.

                                          VAL
                            Hey, doctor, anybody here?

               No answer.  He opens the door and peers inside.  Behind him
               Earl steps out of the half-finished house and shrugs.  Nobody
               around.  Wind rustles the plastic sheeting over the windows.
               Strangely they can still hear the muffled radio clearly.

                                          VAL
                                   (spooked)
                            Oh, man, I hate this shit.

               They walk briskly to their horses.  Earl snatches Heather's
               rifle from its saddle scabbard.  Val pulls out the
               Winchester.  Earl tries to reassure himself.

                                          EARL
                            Car's gone.  We just missed them,
                            that's all.

                                          VAL
                            Then where's the goddamn Conway
                            Twitty coming from?

               They focus on the sound and walk gingerly toward it, keeping
               constant watch in every direction.  The ground here is all
               torn up like the sheep pen -- and the music is coming from
               underneath!  What the hell is going on?

               Val scrapes at the dirt with his boot -- and finds the
               headlight of Jim and Megan's station wagon, still on, glaring
               up at him.  He drops down and wildly sweeps away more dirt,
               revealing more of the car's grille and hood -- and blood -
               soaked dirt which sticks to his hand.  He leaps away,
               frantically rubbing the blood off on his pants.

                                          VAL (cont'd)
                            Oh, man...oh, man...


         50    EXT.  DESERT - CONCRETE DITCH - DAY                          50

               Val and Earl are riding at full gallop.  They race alongside
               a concrete-lined flood-control ditch and veer off to follow a
               barbed wire fence which crosses the ditch.


         51    EXT.  DESERT - BARBED WIRE FENCE - DAY                       51

               They ride along the fence during:

                                          EARL
                            Here's the plan...We don't even
                            stop.  Ride like hell.  Tonight we
                            keep right on going.  We'll walk
                            the horses.

                                          VAL
                            That is the plan...I mean, goddamn
                            it!  What the hell are those
                            things?  How could they bury an
                            entire Plymouth station wagon?

                                          EARL
                            Why would they do it?

               Suddenly the horses stop short.  In a frenzy they wheel
               around, rear up, refusing to go on.  The cowboys fight to
               control them.

                                          VAL
                            I knew it!  Pham Van wouldn't know
                            a decent horse if...!

               But Earl's already drawing his rifle.

                                          EARL
                            Shut up!  They got wind of
                            something they don't like!

                                          VAL
                            Oh shit!

               He draws his rifle.  They look wildly in all directions at
               once -- but there's nothing, only empty desert.

                                          VAL (cont'd)
                            But I don't see anything!

               They keep staring.  The horses keep pacing nervously.  Then
               -- Earl's horse rears wildly and falls!  Earl goes flying.
               Val wheels around wildly, dismounts and runs to Earl, who's
               bruised and winded but basically unhurt.  They think Earl's
               horse just tripped.

                                          VAL (cont'd)
                            Hey, you okay?  You okay?

                                          EARL
                            Yeah...yeah.
                                   (turning to the horse)
                            What about the hor...?

               Their eyes bulge.  Several "snake things" have engulfed the
               horse's head, sucking, crushing, slurping.  Val's horse goes
               berserk and gallops for the horizon.

                                          EARL (cont'd)
                            What in the name...?

                                          VAL
                            That's how they get you!  They're
                            under the goddamn ground!

               Suddenly they realize what that means -- the thing could
               come up under them!!  The cowboys scramble frantically away.
               But nothing pursues them.  They pause, glancing back
               nervously.

                                          EARL
                            What the hell are they?

                                          VAL
                            Sons of bitches!

               Val raises his rifle and takes a well-aimed shot, hitting one
               of them.  Orange goo spurts out.  We hear a deafening shriek
               as all the "snake things" instantly zip back underground.

               Then -- A HUGE MOUND OF EARTH RISES UP UNDER VAL AND EARL!!
               The cowboys tumble down its side, Val losing his rifle.  They
               roll over and stare dumbfounded at the mound.

                                          VAL (cont'd)
                                   (gasps)
                            There must be a million of them!!

               The mound of earth turns toward them.  The ground splits open
               and out rises -- a huge head!

                                          EARL
                                   (awestruck)
                            Nope...just one.

               The monster is a horrendous thirty-foot long eating machine!
               Its head is eyeless, utterly alien, covered with tough boney
               plates which close together to form a cork-screw point.

               The cowboys stumble back toward the fence in speechless
               terror.  The creature slides toward them, pushing through the
               earth like a whale through water.  Now it opens its mouth --
               but it's like a grotesque flower, boney plates spreading open
               like petals, revealing a huge, slimy, fleshy, oozing orifice!
               And inside the mouth, a ghastly multi-tentacled tongue!
               These are the "snake things," not snakes at all but actually
               the horrid hook-tentacles that can shoot out six feet to snag
               their prey!

               The monster snorts and snuffs, throwing up plumes of dust,
               sounding like a horrendous pig.  It sinks into the earth and
               charges!  We see the hump of earth move toward them faster
               and faster but then it disappears as the creature goes deeper.

               Val and Earl leap sideways and run along the fence.  The
               creature goes straight and slams into a fencepost from below.
               All we see is the fencepost knocked at a crazy angle.

               The cowboys keep running.  The creature regroups and charges
               after them, hitting each fencepost in turn, sending weird
               sinuous shock waves along the barbed wire, making almost
               musical twanging sounds.  Val looks back.

                                          VAL
                            It's gaining on us!!

               And as if that weren't enough, Earl points to more trouble
               ahead.


         52    EXT.   CONCRETE DITCH - DAY                                  52

               The fence runs straight to the edge of the ditch, an eight
               foot wide gap yawning dead ahead.  The creature churns like
               a locomotive from behind.  They'll have to try to jump!  They
               strain desperately for every last fraction of speed.

                                          EARL
                            We can do it, we can do it!

               They leap and -- they don't do it!!  They smack into the
               opposite side of the ditch, clawing frantically at the lip,
               only to tumble to its sloping bottom.  A split second later
               the charging creature slams like a wrecking ball into the
               foot-thick concrete wall!  The wall CRACKS AND BULGES OUT!  A
               hook-tentacle flops out through one of the cracks!  Terrified
               Val and Earl scramble away.  But the wall holds together.

               And the, strangely, all is quiet.  The tentacle lays dead
               still.  Eventually, the cowering cowboys dare to creep back a
               little closer, still panting, exhausted, jumpy.

                                          EARL
                            Stupid son of a bitch...knocked
                            itself cold.

               And now orange slime begins to ooze through the cracks in the
               concrete.

                                          VAL
                            Cold, my ass!  It's dead!  We
                            killed the bastard!

               He suddenly shakes his fist at the dead beast.

                                          VAL (cont'd)
                            You FUCKER!!

               They allow themselves a small wheeze of nervous laughter,
               only to jump like rabbits as some pebbles rattle loudly down
               the concrete wall behind them.  They whirl to see Rhonda, up
               on the opposite side of the ditch, staring down at them.
               She's lugging a bunch of her equipment, including a small
               folding shovel.

                                          RHONDA
                            Hi, guys, how're you doing?  Look,
                            can I ask you something?  Did you
                            just notice something weird?
                            Vibrations?  You know, some kind of
                            earth tremor?

               Val and Earl look at each other, then burst out laughing.
               Rhonda spots the cracked wall.

                                          RHONDA (cont'd)
                            What's that?


         53    EXT.   CONCRETE DITCH - DAY                                  53

               The shattered concrete has been pulled away to fully reveal
               the creature's horrendous head.  Start CLOSE on it: oozing
               blood, slavering mouth plates hanging open, hook-tentacles
               lolling out.  WIDEN to see Earl and Rhonda, sweating, dusty
               and tired, staring in awe and cringing at the stench.

                                          EARL
                            Jesus Christ...think it smells like
                            that 'cause it's dead?

                                          RHONDA
                            I don't see any eyes...must be
                            totally subterranean...and those
                            tentacles...

                                          EARL
                            I think they shoot right outta its
                            mouth, hook you, and pull you right
                            in.  Good thing we stopped it
                            before it killed anybody else.

                                          RHONDA
                                   (shudders)
                            Yeah, I'm lucky it didn't find me.
                                   (overwhelmed)
                            This is important, you know.  This
                            is like, well, let's say it, it's
                            probably the biggest zoological
                            discovery of the century.  The
                            century?  Forget it.  History.

               We can hear a shovel digging up above, and now Val shouts:

                                          VAL (V.O.)
                            I got it!  Here's the other end!
                            Just look at what we caught here!

               Earl and Rhonda climb up.  CRANE UP with them to REVEAL the
               whole animal!  Val, digging excitedly with Rhonda's shovel,
               is just scraping away the last loose dirt from the creature's
               tail.  The whole length of the immense thirty foot beast is
               partially uncovered, in king-sized bas-relief.

                                          EARL
                                   (hushed)
                            This is one big mother!

                                          VAL
                            So this is the guy that had your
                            seismos working overtime?

               She nods, stepping down to study the creature.  The body is
               stream-lined, cigar-shaped, maybe eight feet in diameter at
               its thickest.  It's covered with hundreds of short, rear-
               pointing, retractable spikes.  Rhonda gingerly jiggles one.
               It can be pushed in and out of its socket like a plunger.

                                          RHONDA (cont'd)
                            It must push itself along with
                            these.  Hundreds of them pushing at
                            once.  That's how it can move so
                            fast.  I mean this thing was
                            tripping sensors all over the
                            valley.  No wonder I couldn't...

               A chilling thought stops her in mid-sentence.  She springs
               down into the drainage ditch to get her backpack, pulling out
               her seismograph printouts.  She studies them frantically
               during:

                                          EARL
                            Hey, Rhonda, you ever heard of
                            anything like this before?

                                          VAL
                                   (elbows Earl)
                            Sure, Earl, everybody knows about
                            them.  We just didn't tell you.
                            Come on, nobody's ever seen one of
                            these!  We're really in on
                            something here!

               The guys looks at each other.  One thought immediately springs
               to their minds.

                                          EARL
                            Pham Van don't get his mitts on
                            this for no measly fifteen bucks!

                                          VAL
                            You got that right!

               While they bask in their fame-to-be, Rhonda continues to
               study the print-outs, coming to a terrifying conclusion.

                                          EARL
                            Here's the plan: we'll get a...a
                            flatbed, I guess, with a big winch,
                            figure a five ton anyway.

                                          VAL
                            Naw, don't want to winch it.  That'd
                            tear it all up.  Want to lift it.
                            Some kind of crane with lifting
                            straps.

               But Rhonda interrupts -- now really scared.

                                          RHONDA
                            Hey, hey, shut up!  The way I
                            figure it.  There are five more of
                            these things!

               Val and Earl shut right up.  Earl edges up a fencepost.  Val
               sidles up onto a rock during:

                                          EARL
                            Five more?

               Rhonda paws through her unwieldy printouts, pointing out
               jagged ink lines on the graphs, comparing different ones.

                                          RHONDA
                            Yeah, darn it, look.  I've got
                            seismographs all over the valley.
                            If you compare the different
                            readings, there have to be five.
                            Here's one at two o'clock
                            yesterday, but here's another one
                            three miles away at the same time.
                            So that's two.  Now, here...

               The men leap from their perches and hustle her in the
               direction she came from.

                                          VAL
                            We'll take your word for it.

                                          EARL
                            Yeah.  Where's your truck?

                                          RHONDA
                            The other side of that dome.

               She indicates what to most of us would be a hill, dotted with
               huge boulders thrusting out of the sandy desert soil like big
               mushrooms.  The trio jogs toward the hill.


         54    EXT.  DESERT - SEISMOGRAPH - DAY                             54

               En route to the truck, they pass near one of Rhonda's
               seismographs.  Suddenly Earl stumbles as one leg drops knee-
               deep into the ground!  He screams.  Val wheels and bodily
               yanks him up.  They back away from the small hole in the
               ground, calming a little as they realize:

                                          EARL
                            Prairie dog burrow...

                                          VAL
                            Little sons of bitches.

               Rhonda tenses as she hears a sound she knows well -- the soft
               scratching of the seismograph needle across its paper
               cylinder.  She whacks Val on the shoulder and points
               speechlessly at it.


         55    INSERT - SEISMOGRAPH                                         55

               The needle is going wild!!


         56    BACK TO SCENE                                                56

               She doesn't have to explain.  All three of them dash dash for:


         57    EXT.  BOULDER FIELD - DAY                                    57

               The remains of an old rail fence lay beside one of the
               boulders.  Val, Earl, and Rhonda scramble over the wood, up
               onto the rock and stand there tensely.

               In a moment, the creature gently rustles the earth at the
               base of the rock.  The monster's slimy hook-tentacles slither
               out, searching the rock base.  Shuddering, the humans move as
               high as they can, well out of reach.  The tentacles slip back
               beneath the earth.  Everyone breathes a sigh of relief.

                                          EARL
                            Well, at least the bastard can't
                            climb.  Pardon my French.

                                          RHONDA
                            Probably couldn't move too easily
                            on the surface.

                                          VAL
                            God, the live ones smell worse tan
                            the dead ones.

                                          EARL
                            Okay, now, how far's your truck?

               Rhonda points.  They can see the roof of her truck, maybe a
               hundred yards away through the boulders.  Val and Earl think
               about it.

                                          VAL
                            I don't know.  If this one's any
                            faster than that other one...

                                          EARL
                                   (nods)
                            I think we wait right here.

                                                               DISSOLVE TO:


         58    EXT.  BOULDER FIELD - SUNSET                                 58

               It's hours later.  Stiff and uncomfortable, they have nothing
               to do but theorize.

                                          RHONDA
                            There's nothing like them in the
                            fossil record, I'm sure...Okay, so
                            they predate the fossil record...
                                   (not buying it herself)
                            That'd make them a couple of
                            billion years old...and we've just
                            never seen one till now.  Right.

                                          EARL
                            I'd vote for outer space.  No way
                            those are local boys.

                                          VAL
                                   (joking)
                            Atomic testing.  Or, no, bio-
                            engineering!  The government built
                            them, a big surprise in the next
                            war.

               There's a long pause.  Earl stares at the dirt around the rock.

                                          EARL
                            Well...haven't seen a sign for
                            hours.  Maybe it's long gone.

                                          VAL
                            Maybe it is.  Why don't you take a
                            little stroll and see?

                                          EARL
                            Fuck you, too.  Pardon my French.

                                          RHONDA
                            Well, we've got to do something.

               Val gets an idea.  He grabs a post from the dilapidated fence
               and cautiously slips down near the boulder's edge.

                                          EARL
                            Watch yourself!  It's got a good
                            six foot reach.

               Val nods.  Dead silence as he reaches way out with the post
               and scrapes it on the ground.  Almost instantly the creature
               roars up, grabbing the post in a flurry of flying dirt and
               lashing tentacles, nearly hooking Val's hand.  Val
               practically falls over himself scrambling back to safety.

                                          VAL
                            Son of a bitch!

                                          EARL
                            Son of a goddamned bitch!  Been
                            waiting there all this time.  How
                            the hell's it even know we're still
                            here?

                                          VAL
                            It's been listening to us.  It's
                            got no eyes.  It sure as hell can't
                            smell anything underground, so I
                            figure...

               Rhonda stares at Val, impressed.

                                          RHONDA
                            Of course!  It can sense the
                            slightest seismic vibration...hear
                            every move we make.  Especially on
                            this rock.  It's a perfect
                            conductor.

               They all settle back, having no idea what to do next.  Rhonda
               gazes out at the desert that surrounds them like an ocean.

                                          RHONDA (cont'd)
                            I always wanted to be stuck on a
                            desert island.  But somehow I
                            always imagined, you know, water.

                                                               DISSOLVE TO:

         58A   EXT.  BOULDER FIELD - NIGHT                                 58A

               Our heroes are silhouetted against a huge, spectacular,
               desert night sky.  After a very long pause:

                                          EARL
                            You know, I hate to be crude, but
                            I'm gonna have to take care of some
                            business here.

                                          VAL
                                   (emphatic)
                            Me, too.

                                          RHONDA
                                   (just as emphatic)
                            Same here.

               The silhouettes shift, Val and Earl moving down one side of
               the rock, and Rhonda down the other.  We can no longer see
               them.  We just head zippers zipping down -- then soft sighs
               of relief from Val and Earl.  Then:

                                          RHONDA (V.O.)
                                   (softly)
                            Darn it!

                                          VAL (V.O.)
                            You okay?

                                          RHONDA (V.O.)
                            Yeah.  But I'll tell you, if you
                            ever wanted proof God is a man,
                            this is it.

                                                               DISSOLVE TO:


         59    EXT.  BOULDER FIELD - DAWN                                   59

               Rich orange sunlight creeps silently across the deathly still
               desert.  Earl is already awake.  Val is curled up without his
               jacket, shivering.  He wakes with a start.  Where the hell's
               his jacket?

               Rhonda wakes slowly.  She's surprised to find herself wrapped
               in Val's jacket.  Touched by his chivalry, she embarrassedly
               hands it to baffled Val.

                                          RHONDA
                            Thanks.

               Val glances at Earl, who looks away.  Who, me?

                                          VAL
                                   (to Rhonda)
                            No problem.  Anytime.

               Earl gropes through his pockets, coming up with only
               cigarettes.  Val fishes in his own pockets, finding only
               their lighter.  They exchange items and light up during:

                                          EARL
                            Well, folks, what's the plan?

                                          VAL
                            First let's see if Stumpy's still
                            out there.

               This time he tosses a piece of wood out onto the sand.  With
               soft rustling, a bulge forms in the earth, moves over to the
               wood, then subsides.  Rhonda starts looking around during:

                                          EARL
                            Don't he have a home to go to?

                                          VAL
                                   (grim)
                            Well, that's why Edgar never got
                            down off that tower.

                                          RHONDA
                            I might have an idea...

                                          EARL
                                   (ignoring her)
                            We're gonna have to come up with
                            some kind of plan or it's just
                            gonna wait us to death.

                                          RHONDA
                            Well, I was wondering if we
                            could...

                                          VAL
                            Well, let's just run for it.  We
                            outran that one yesterday, at least
                            on a sprint.

               Rhonda gives up on them.  She goes over and pulls a long
               cross rail from the fence during:

                                          EARL
                            Run for it?  Running's not a plan.
                            Running is what you do when the
                            plan fails.  You're not even trying
                            to come up with a plan!

                                          VAL
                            Well, it's not like we've got a
                            hell of a lot of options...

                                          RHONDA
                                   (interrupting)
                            You guys know how to pole vault?

               They watch in surprise as she hefts her pole, checks the
               balance, eyeballs the distance to the nearest boulder.  Then
               she charges between them, plants her pole and vaults smoothly
               over to the next boulder, maybe fifteen feet away.  The
               creature surfaces where her pole touched down, but too late
               -- a hook tentacle vainly sweeps the area, the disappears
               into the ground.  Val and Earl glance at each other,
               impressed.

                                          RHONDA (cont'd)
                            We just stay where it can't get
                            us...on these residual boulders.
                            My truck's parked right next to
                            one.

               Earl rushes to grab a couple more fence rails.

                                          EARL
                            Stay on those residual boulders!

               Val just stands staring across at Rhonda -- his horizons are
               broadening.  Earl stuffs a fence rail into his hands.

                                          EARL (cont'd)
                                   (pointedly)
                            Tammy Lynn Baxter, she do a lot of
                            pole-vaulting?

               Earl takes a deep breath and goes for it, vaulting across to
               Rhonda.  Val follows.


         60    EXT.  BOULDER FIELD - WIDE SHOT - DAY                        60

               Through the shimmering heat in the distance we see the
               strange sight of the three figures vaulting from boulder to
               boulder.


         61    EXT.  BOULDER FIELD - RHONDA'S TRUCK - DAY                   61

               Val, Earl and Rhonda pole-vault their way toward the truck.
               Finally they're at the nearest boulder, but the truck is
               still ten feet away.

                                          VAL
                            Think it's still following us?

                                          RHONDA
                            Let's assume that it is.

                                          EARL
                            And once we hit that truck we gotta
                            go fast.  I say we all jump together.

               Rhonda and Val nod.  Rhonda grips her car keys in her teeth.

                                          RHONDA
                                   (through clenched teeth)
                            Ready?

                                          VAL
                            Yeah.  One, two, three...

               They all vault in unison, landing in the truck bed.  Rhonda
               scrambles up, slides open the cab's rear window, and begins
               wriggling through headfirst.

                                          EARL
                                   (whispers)
                            Come on, girl, it ain't gonna give
                            us much time...

               Dust explodes around the rear of the truck!  Hook-tentacles
               snake up on all sides, narrowly missing Val.  He and Earl
               grab whatever's handy, pounding at the tentacles with
               expensive instruments.

                                          VAL
                            GO!  GO!  GO!

               Rhonda's only half way through the cab window, still hanging
               headfirst into the cab.  She frantically starts the truck,
               dives down and punches the accelerator with her fist.

               As the truck roars away, one tentacles manages to tear off the
               the muffler.  The engine thunders like a tank.  Val and Earl
               sit back, sighing in relief, then react when they see
               Rhonda is driving upside down and blind.


         62    EXT.  PHAM VAN'S STORE - DAY                                 62

               Rhonda skids her noisy truck to a halt in front of Pham Van's.

                                          VAL
                            We better get everybody together.

               Val leaps out and jumps into his pick-up truck.  He searches
               for the key.

                                          EARL
                            You go north, I'll go south.

                                          VAL
                            Right.

               Val holds out his hand for the key.  Earl tosses it to him.
               Val drives off.  We FOLLOW Rhonda and Earl as they drive the
               other way, toward Viola's.

                                          EARL
                            I'll bet you're sorry the college
                            ever sent you up here.

                                          RHONDA
                            Well, I'm scared, but I'm not
                            sorry.

                                          EARL
                            You know, Val went to that college,
                            too.  For a whole year.  Couldn't
                            quite sit still for it, though.
                            Had too much vinegar in his system.
                            But once he settles down, forgets
                            this cowboy stuff, he'll be one in
                            a million.

               Rhonda sees straight through Earl's clumsy attempt at match-
               making.  She can't help but smile.  Earl grins sheepishly.

                                          EARL (cont'd)
                            All right, I'm about as subtle as
                            a donkey's ass.  Pardon my French.
                            I'm just saying the boy's got
                            potential, that's all.

               MOVE IN on Rhonda -- her and Val?


         63    INT. PHAM VAN'S STORE - DAY                                  63

               Nestor, Viola, Nancy, and Miguel nervously crowd around Val,
               Earl, and Rhonda.  Viola holds her yappy dog which perio-
               dically snarls and snaps at people.  Pham Van is on his CB
               radio trying to contact Burt and Heather.

                                          MIGUEL
                            You serious, Val?  You think we're
                            not even safe here in town?

                                          VAL
                            Ask me that after you meet one.  I
                            think we should all get the hell
                            out while the getting's good.

                                          NESTOR
                            Why not just take a Number Ten pick
                            axe and give it one good whack...?

                                          VAL
                            Nestor, damn it, these things are
                            bigger than an Airstream trailer!

                                          NANCY
                            God, I've got to find Mindy.

               Nancy rushes out.

                                          EARL
                            Hey, Pham, where's Burt and Heather?

                                          PHAM VAN
                                   (hangs up CB)
                            Can't raise them.  I guess they're
                            still out there somewhere.

                                          RHONDA
                            If you've got a radio, why aren't
                            you calling somebody in Bixby?  The
                            police or...

                                          PHAM VAN
                            Can't reach outside the valley.
                            You know, because of the mountains.

                                          MIGUEL
                            Hey, Rhonda, what's the name you
                            call those things, huh?

                                          PHAM VAN
                            Where'd they come from?

                                          RHONDA
                            Huh?  I don't know.

                                          PHAM VAN
                            You're a scientist, right?

                                          VIOLA
                            You should have a theory at least.

                                          RHONDA
                            Look, these things are absolutely
                            unprecedented!

                                          NESTOR
                            Yeah, but where'd they come from?

                                          RHONDA
                                   (exasperated)
                            Where'd they come from?  Okay,
                            worms, probably in the Jurassic
                            period.  Cosmic radiation was much
                            higher then...so they mutated...and
                            they got so big they just sank
                            right into the ground and fell
                            asleep... But now continental drift
                            has brought them to the surface,
                            ready to be harvested by the
                            ancient alien meat growers who
                            planted them here.

               Everybody stares at her, then they smile, realizing she's
               pulling their legs.

                                          EARL
                            You're right, don't matter where
                            they come from.

                                          VAL
                            Right.  We need to be talking about
                            what we're gonna do.

                                          VIOLA
                            My goodness, Valentine, once they
                            see the road is out and the phone
                            lines are down, someone will be
                            along to look in on us.  Don't you
                            think?


         64    EXT.  CANYON ROAD - DAY                                      64

               We see the utility truck still parked near the landslide
               blocking the road.  REVEAL, on the far side, a telephone
               maintenance truck is now parked, emergency lights flashing --
               and nearby, amid phoneworkers' climbing and repair gear, two
               more hard hats lying on blood-soaked ground.


         65    INT.  PHAM VAN'S STORE - DAY                                 65

               The crowd is still jabbering away.  Rhonda speak over them:

                                          RHONDA
                            No no no, they listen!  They can
                            sense the slightest vibration
                            through the ground.  That's how
                            they see!  That's how they hunt!

                                          MIGUEL
                            So, like we don't vibrate, right?
                            Maybe they won't even come to here,
                            huh?  Maybe they leave us alone.

               Val shakes his head, and marches over to the topographic map
               on the wall.

                                          VAL
                            They caught up with Edgar here.
                            They grabbed Old Fred here.  They
                            nailed the asshole dog here.  And the
                            doctor's place is here...

               The spots he indicates describe a line leading along the
               valley straight toward town.

                                          VAL (cont'd)
                            This valley's just one long
                            smorgasbord and if we don't haul
                            ass outta here we're the next
                            course.

               We hear an a eerie SHRIEK from outside.  Something shoots in
               through the window, striking Earl in the chest!!  Earl flails
               frantically at it -- but it's only Melvin's basketball.  We
               glimpse Melvin outside, doubled over with laughter.  Earl
               grabs the ball and hurls it viciously back, but Melvin easily
               dodges it.

                                          EARL
                            You little ass wipe!  You knock
                            that off or you're gonna be
                            shitting that basketball!  Pardon
                            my French.

                                          NESTOR
                                   (to Val)
                            Now, Val, let's assume they're as
                            dangerous as you say.  Where are we
                            going to go that's safer than right
                            here?

                                          VAL
                            Rhonda's got an idea about that.

                                          RHONDA
                            Yes, see, they move very easily
                            through the Pleistocene Alluvials...
                                   (off their blank looks)
                            ...the dirt...the loose soil that
                            makes up the valley floor.  But
                            they can't move through solid rock.
                            I think we should travel west to
                            the mountains.

                                          EARL
                            You know, up the jeep trail.

                                          RHONDA
                            The mountains are solid granite.
                            We'd be safe there, and we could
                            hike along them...all the way to
                            Bixby if we have to.


         66    EXT.  EDGE OF TOWN - DAY                                     66

               Nancy rushes back toward Pham Van's, still looking.

                                          NANCY
                            Mindy!  Mindy!


         67    EXT.  PHAM VAN'S STORE - DAY                                 67

               We're CLOSE on Melvin as he circles around the back of Pham
               Van's, bouncing his basketball, mischief in his eyes.  We can
               hear the townsfolk inside.

                                          VIOLA (V.O.)
                            No, Valentine, I'm not leaving my
                            place.

                                          VAL (V.O.)
                            Well, it's gonna take us days to
                            get back with help.

                                          EARL (V.O.)
                            Doggone it, Viola, it's just plain
                            crazy to stay.

               Then, to Melvin's astonishment, the steady rhythm of his
               bouncing basketball suddenly stops.  The ball just goes flup
               and doesn't bounce back up to him.  He looks down.  No ball!
               Just swirling dust at his feet.


         68    INT.  PHAM VAN'S STORE - DAY                                 68

               Everyone jumps as we once more hear an ear-shattering SHRIEK
               from Melvin.  Earl snarls and heads for the door, Val right
               behind them.

                                          EARL
                            I'm gonna kick his ass!

                                          VAL
                            I'm gonna help you.


         69    EXT.  PHAM VAN'S STORE - DAY                                 69

               Val and Earl are well ahead of the other townsfolk as they
               march around to the side of Pham Van's.  But where's Melvin?
               Nothing out here but the oppressive, hot desert silence.
               Then they hear a soft shuddering whimper -- from above.
               There's terrified Melvin, halfway up a telephone pole,
               clinging to it desperately.

               Val and Earl freeze in their tracks and glance at each
               other, realizing instantly what's up.  Without a word they
               leap desperately in opposite directions.  Like a breaching
               whale, a creature roars up through the earth right where they
               were standing, great mouth gaping open, slimy tentacles
               lashing in all directions.

               The townsfolk scatter, some heading for their homes,
               including Viola and Nestor.  Others scramble over each other
               as they pile back into Pham Van's.  The telephone pole
               shudders.  Melvin falls and scampers for the nearest hiding
               place, a corrugated tin storage shed near Pham Van's.


         70    INT.  PHAM VAN'S STORE - DAY                                 70

               Val, Earl, Rhonda, Miguel, and Pham Van rush in.

                                          MIGUEL
                            Jesus Christ!  Man, you gut a gun?!

                                          PHAM VAN
                            Big as a house!  What are we gonna
                            do...?!

                                          RHONDA
                            Quiet!  QUIET!!

               Miguel and Pham shut up.  Then we hear something new -- the
               building itself creaking and groaning like a ship.  The
               liquor bottles behind Pham Van's bar vibrate and clink.  The
               creature is moving beneath the building.  The people freeze
               like mannequins.  Now we can hear its pig-like snorting.
               Pham Van and Miguel react as the awful smell percolates up
               through the floorboards.  Val signals them to keep quiet.
               Finally, the creaking stops.

               Rhonda addresses the group in an intense whisper:

                                          RHONDA
                            Remember...no noise.  No vibration.

               Everyone stands stock still -- and sweats.  But, then, slowly
               we become aware of a faint, yet oddly familiar sound.
               Squeak, squeak, squeak -- Mindy on her pogo stick!  They all
               scramble to the windows.


         71    EXT.  MAIN STREET - DAY                                      71

               There she is, alone in the vacant street, Walkman blaring in
               her ears, merrily bouncing along to a rock 'n' roll beat.


         72    ANGLE - PHAM VAN'S STORE                                     72

               Thoughts of personal safety vanish as the horrified people
               lean way out the doors and windows and shout with one voice:

                                          CROWD
                                   (ad lib)
                            MINDY!
                            Get off your pogo stick!
                            Get in here, girl!
                            Run, Mindy!


         73    ANGLE - MINDY                                                73

               She can't hear them over her Walkman.  A tell-tale puff of
               dust spurts up not fifty feet from her!


         74    ANGLE - PHAM VAN'S STORE                                     74

               Val sees Mindy has only seconds left!  He vaults straight out
               the window and charges toward her!  Right behind him comes
               Earl and Rhonda.


         75    ANGLE - NANCY                                                75

               As she rounds a corner at the opposite end of town.  She
               spots Mindy, then sees Val running.  She starts running.

                                          NANCY
                            Mindy!  Mindy!


         76    ANGLE - MINDY                                                76

               She's lazily bouncing in circles -- squeak, squeak, squeak.
               She goes wide-eyed as she rotates to see Val coming at her
               like a mad bull, arms outstretched.  The asphalt under her
               pogo stick cracks and --

               Val tackles her, both of them tumbling head over heels.  She
               scrambles up, rubbing her skinned elbow and yelling:

                                          MINDY
                            Oww!  Val, you hurt me...!

               Val claps his hand over her mouth.  She goes wide eyed as she
               sees: her pogo stick standing straight up in the cracked
               asphalt!  Then it is sucked down like so much spaghetti!

               Nancy rushes into frame, hugging Mindy.  Val signals her to
               be quiet.  They sit uneasily.  Where's the creature?
               Suddenly the pogo stick erupts out of the earth right in
               their midst!

               Val runs one way, Nancy and Mindy the other, heading up the
               street toward their house.  Val scrambles up onto his pick-up
               truck!  The creature rams the truck, rupturing a tire.  As it
               shakes the truck violently, Val spots Rhonda and Earl, now
               standing uncertainly halfway between him and Pham Van's.

                                          VAL
                            Go back, for chrissake!

               Rhonda and Earl hesitate.

                                          EARL
                            We gotta get him off there.  It'll
                            suck that truck down!

               But Earl now hears something behind them!  Down the street,
               a little wall of cinder blocks framing Viola's driveway
               suddenly topples over.

                                          EARL
                            Oh, Jesus.  Rhonda, another one!


         77    ANGLE - LOW CAMERA - RHONDA AND EARL                         77

               CAMERA charges toward them.  Earl swerves toward Pham Van's,
               but Rhonda is cut off!  She heads toward the next nearest
               haven:


         78    EXT.  STORAGE SHED - DAY                                     78

               The storage shed where Melvin is hiding.  It sits in a
               vacant, weed-choked lot.  Crashing through the weeds, Rhonda
               has almost reached the shed when she is suddenly brought up
               short and slams face down in a cloud of dust!

               She can't get up!!  Something's got her!  She's caught in an
               old rusted barbed wire fence, lying almost flat, hidden in
               the weeds.  Some strands have come loose and are curled up
               like vicious concertina wire.

               Barely has she taken this in when -- the ground caves in
               under her!  She rolls wildly to one side as hook-tentacles
               snake up, missing her by inches!  She keeps rolling-crawling-
               scrambling -- anything to get away from the awful maw -- but
               gets her legs hopelessly tangled in the barbed wire.  She
               freezes.  The creature feels around where she was.

               She calms herself, pulling gingerly at the wire, working
               tensely to free herself but --

               The creature's mouth slams shut on the fence.  Like a spider
               sensing something caught in its web, the monster knows it's
               on to something.  Its hook-tentacles shoot forward to snare
               three feet of fence, then the creature lunges up and out,
               swallowing that three feet in a big "gulp" and yanking Rhonda
               violently toward it!  She screams, pants ripped, legs slashed
               and bleeding!  GULP!  She's dragged even closer.


         79    EXT.  MAIN STREET - THE PICK-UP - DAY                        79

               The truck shakes and shimmies as Val's creature tries to pull
               it down.  Val sees that Rhonda's in trouble.  He searches
               frantically for a weapon -- and finds one -- a CHAIN SAW!  He
               leaps as far from the truck as he can and hits the ground
               running, yanking furiously on the saw's starter cord.


         80    EXT.  STORAGE SHED - DAY                                     80

               Rhonda is in a dead panic, thrashing helplessly in the barbed
               wire.  The beast takes another gulp of fence, wrenching her
               within inches of a probing hook-tentacle!  Suddenly we hear a
               nasty ROAR as Val's chain saw swings in, slicing the squirm-
               ing tentacle in half, spraying gore everywhere!  The creature
               unleashes an unearthly shriek, and the other tentacles
               recoil.  The severed one writhes like a beheaded snake.

               Val yanks off Rhonda's boots.

                                          VAL
                            Come on!  Outta your pants!

               She frantically claws at her belt.  But in mere seconds:

                                          RHONDA
                                   (pointing)
                            LOOK OUT!

               Tentacles snake out to regain their grip on the fence.  Val
               grabs the saw and starts slashing wildly, but this time the
               hook-tentacles snag it and wrench it from his grasp.  It
               slams to the ground, motor dying.  The monster readies itself
               for the lunge that will suck Rhonda in.  Val grabs her under
               the arms and pulls.  Rhonda wriggles wildly to get out of her
               wire enmeshed pants.

               The creature lunges!  Rhonda pulls free!  She and Val tumble
               backward.  The creature gets only a mouthful of Rhonda's jeans.

               The next instant the second creature explodes up through the
               ground right next to fallen Val and Rhonda!  They roll
               sideways, come up running, and sprint for Pham Van's along an
               old wooden sidewalk.


         81    EXT.  PHAM VAN'S STORE - DAY                                 81

               Earl flings open the front door.  Val and Rhonda race toward
               the porch.  Right on their heels the creature ripples the
               boards like an ocean wave!

                                          EARL
                            Come on!  Come on!  Don't look back!
                            Just run!  Run like screaming fuck!

               They dive through the open door of Pham Van's.  The rippling
               boards zoom on past it.  Earl quickly eases the door shut.


         82    INT.  PHAM VAN'S STORE - DAY                                 82

               Earl turns to breathless Rhonda.

                                          EARL
                                   (whispers)
                            Pardon my French.

                                                               DISSOLVE TO:


         83    INT.  PHAM VAN'S STORE - LATER                               83

               It's a tense, edgy group.  Every movement made is in slow
               motion, every word is a whisper.   They gaze grimly out the
               windows at the silent, deserted, heat-shimmering main street.

               Val gingerly dabs iodine onto the cuts on Rhonda's legs.
               She doesn't even wince.

                                          VAL
                            You paying attention?  This oughta
                            hurt like hell.

                                          RHONDA
                            It does.

               She smiles at him.

                                          RHONDA (cont'd)
                            So, is that one of your usual jobs,
                            saving peoples' lives?

                                          VAL
                                   (embarrassed)
                            First time for me.

               She gazes at him.  He looks away.  Over at the bar, Pham
               holds up a new pair of pants for Rhonda.

                                          RHONDA
                            Oh, thank you.

               Grateful for something to do, Val eases over to get the
               pants.  Rhonda looks after him.  Then she becomes aware of
               someone staring at her.  It's Earl, giving her a big Cheshire
               cat grin that says "What did I tell you?"

               Pham hands the pants to Val.  Then Pham and Miguel reach
               simultaneously for a sods bottle and -- knock it over!  It
               rolls all the way down the bar as a flurry of desperate hands
               try to stop it.  No good.  It rolls off the end and -- CRASH!

               Everyone freezes.  Sure enough the building shudders.  Floor
               boards creak and bend as searching tentacles thump and scrape
               along under the floor.  People close their eyes, not even
               breathing.  Finally the noise subsides.  Everyone relaxes --
               a little.

                                          MIGUEL
                            So what are we gonna do, you know?
                            How long till they go away?

                                          EARL
                                   (shakes his head)
                            They got the patience of Job.  They
                            just sit and goddamn wait til they
                            hear something that sounds like
                            lunch.  We need a plan.

                                          PHAM VAN
                            I've got a plan.  You and Val take
                            your truck, get to the mountains.
                            Hike to Bixby.  Get us some help.

                                          VAL
                            Those scumsuckers are my radials,
                            Pham!

                                          RHONDA
                            Well, we can take my truck then.

                                          EARL
                            No good.  You need major four-
                            wheel-drive just to get up that
                            jeep trail.

               They all shut up when they hear Viola's dog yapping in the
               distance.


         84    EXT.  VIOLA'S TRAILER - DAY                                  84

               Up the hill across from Pham Van's, the old trailer looks
               perfectly peaceful.  Except Viola's dog keeps yapping.  Then
               we hear panicked Viola.

                                          VIOLA (V.O.)
                            Quiet!  Quiet you hateful thing...!


         85    INT.  PHAM VAN'S STORE - DAY                                 85

                                          EARL
                            Shut it up!  Shut the little
                            bastard up!

                                          VAL
                            Chuck him out the door!  Like a
                            little hors d'oeuvre.



               INT.  VIOLA'S TRAILER - DAY

               We hear a loud whap!  The dog's bark simply changes to
               piercing yelps.  It would be funny except --

               The trailer suddenly bucks upward, hit from below as though
               by a pile driver!  Again and again the unseen creatures slam
               into the frail structure.

                                          VIOLA (V.O.)
                            Get away!  Get away!  Oh God in
                            heaven, help me!

               The trailer is finally knocked right off its foundation!  It
               tips over and tumbles all the way down the hill!  As the dust
               clears, all is silent.  A huge hole is torn in the trailer's
               floor.  Viola's possessions are scattered everywhere.


         86    INT.  PHAM VAN'S STORE - DAY                                 86

               Everyone stares in shock.

                                          RHONDA
                            Oh my God.

                                          EARL
                            Son of a bitchin' lowlife, putrid,
                            scum...

                                          VAL
                            Gotta do something.  Gotta get the
                            bastards!

                                          MIGUEL
                                   (hopeless)
                            Man, what the hell can we do to
                            those things?

                                          EARL
                            Well, we're sure as hell not going
                            to sit here being quiet for God
                            knows how long.  Are we?

                                          PHAM VAN
                            Now wait a minute, Earl.  I got
                            enough food here to last us for
                            weeks.  Those damn things can't
                            wait around forever.
                                   (pause)
                            We can do it.  I mean, if we have
                            to, right?

               Everyone turns away from the windows, gingerly sitting down,
               glumly pondering this possibility.  There is a long silence.

               Then suddenly -- ROAR!  The silence is shattered as Pham
               Van's big freezer compressor suddenly comes on.

                                          EARL
                            Jesus!  Shut it off!

               Pham runs to the freezer.  Its on/off switch is buried behind
               stacks of soft-drink cases.  He tears at them like a madman,
               toppling them this way and that.  Earl and Val join him.

               But right behind Pham, the floor BUCKLES UP, a monster's
               snout BURSTING THROUGH and engulfing one of his legs!  The
               creature starts to back down into the jagged hole, dragging
               screaming Pham with it.  Val, Earl, Rhonda, and Miguel grab
               Pham's arms but are no match for the monster.  It shakes and
               spins him like some gigantic dog, effortlessly throwing them
               off, relentlessly pulling Pham down.

               The hole in the floor is too small for Pham to fit through!
               As one leg goes down, the other is bent hideously backward.
               Pham screams and screams as jagged wood tears into him, bones
               snap, ribs crack.  The others grab him again but are utterly
               helpless.  With vicious, powerful jerks the creature yanks
               his man mangled body down.  The last thing we see is his foot,
               now folded back past his head, and he's gone.

               Val is wild with helpless anger.

                                          VAL
                            Son of a bitch!  Son of a bitch!

               The floor bulges up in another place!  A second creature!
               Then a third, coming RIGHT UP UNDER THEM!  Earl sprawls onto
               the bar.  Rhonda springs onto the shelves in the middle of the
               store, knocking groceries everywhere.  Val and Miguel climb up
               shelves which cover the rear wall of the store.

               The whole building shakes and shudders, dust powdering down
               from the ceiling.  Flailing tentacles are everywhere,
               slashing open food packages; clouds of flour fill the air!

               Val spots a hatch in the ceiling.

                                          VAL
                            Everybody!  This way!  The roof!

               Earl leaps from the bar to the rear shelves.  Val and Miguel
               slide sideways till they're beneath the hatch, then use the
               shelves as a ladder, climbing up to the hatch.  Val pounds on
               it frantically.

               In the middle of the store, Rhonda leaps from shelf to shelf,
               trying to get closer to where Val is.  Soon she reaches the
               last one, balancing precariously.  But a creature tips over
               the first one!  The shelves topple like dominoes, crashing
               toward Rhonda.  She is half catapulted, half jumps right
               through an open window, ripping through the screen.

               Val sees what's happened.  With maniacal strength he smashes
               open the hatch and climbs out onto --


         87    EXT.  PHAM VAN'S STORE - ROOF - DAY                          87

               Val rushes to the edge of the roof shouting:

                                          VAL
                            Rhonda!  Keep moving.  Don't stop!

               He looks down where Rhonda fell.  She's not there.  He hears
               a whistle and is relieved to see:


         88    EXT.  WATER TOWER - DAY                                      88

               Rhonda is perched as high as she can get on the water tower
               near Pham Van's.  It's maybe twenty-five feet tall, a simple
               wood frame holding a big galvanized tank.  The wooden legs
               stand on big concrete anchors buried in the ground.


         89    EXT.  STORAGE SHED - DAY                                     89

               Melvin peers terrified out the shed door, up at the guys on
               Pham Van's roof.

                                          MELVIN
                            Hey!  What's going on, man?!  What
                            the hell you doing up there...?!

                                          MIGUEL
                            Melvin, shut the hell up!

               It's too late.  Wham!  A creature strikes.  The little shed
               shudders, dust puffing from every old seam.  In a split
               second Melvin has climbed to the shed roof.


         90    EXT.  NANCY'S HOUSE - DAY                                    90

               Nancy and Mindy peer to the window, surprised to see the men
               on Pham Van's roof.


         91    EXT.  PERFECTION - WIDE - DAY                                91

               We hear Val's shouting to the remaining townsfolk.

                                          VAL
                            Nancy!  Nestor!


         92    EXT.  PHAM VAN'S STORE - ROOF - DAY                          92

                                          VAL
                            Get up on your roof!  On your roof!
                            They can come through the floor!

               The store shakes and shimmies.  We hear the monster's
               thunderous crashing from below.

                                          EARL
                            Can't you shout a little quieter?


         93    EXT.  BURT & HEATHER'S HOUSE - DAY                           93

               Burt and Heather's place, about a mile from town, is no-
               nonsense, functional, ugly -- unpainted concrete walls, no
               yard, chain-link fence.  Burt and Heather drive up in their
               big Blazer and park right beside the house.  Hot and tired,
               they climb out, each carrying a heavy, scoped hunting rifle.
               Burt peers toward Perfection through binoculars during:

                                          HEATHER
                            I can't believe it.  No tracks, no
                            sign, no spoor.

                                          BURT
                            Yeah, whatever they are, you'd
                            think after they ate all those
                            sheep they'd have to take a dump
                            someplace...
                                   (reacts to what he sees)
                            What the hell's going on in town?


         94    EXT.  PERFECTION - TELEPHOTO - BURT'S P.O.V. - DAY           94

               The town is a very strange sight.  It's as though an
               invisible flood were in progress, driving people to high
               ground.  We see: Rhonda perched on the water tower; Val, Earl
               and Miguel on the store roof; Nancy and Mindy on their roof;
               Melvin on the storage shed; Nestor on his roof.


         95    EXT.  PHAM VAN'S STORE - ROOF - DAY                          95

               Val, Earl and Miguel gaze out at the town, trying to concoct
               a plan.   Suddenly Earl perks up.  The men speak softly.

                                          EARL
                            Hey, here's the plan: Nestor's
                            Cadillac.  His tires are nine
                            hundred sixteens.  We sprint for
                            it, grab the spare, put it on our
                            truck with our spare.

               Val stares at him, incredulous.

                                          VAL
                            How the hell long it take you to
                            change a tire?

                                          EARL
                                   (sighs)
                            Just about too damn long.  Bolt
                            pattern's probably wrong anyway.

                                          VAL
                            We need another plan.

               Suddenly, down in the store, Pham Van's CB radio squawks
               loudly.

                                          BURT (V.O.)
                            Yo, P.V., Burt here.  Come back.

               The building shudders as the creatures again smash through
               the floor inside, looking for the source of the noise.  Val,
               Earl and Miguel scramble to the edge of the roof.


         96    EXT.  PHAM VAN'S STORE - DAY                                 96

               The CB radio sits on a shelf near an open window.  Tentacles
               are feeling along the wall just below it.  Val appears out-
               side the window -- upside-down.  He snatches the radio and is
               hauled straight up out of frame.

                                          BURT (V.O.)
                            Pham?  Anybody copy?


         97    EXT.  PHAM VAN'S STORE - ROOF - DAY                          97

               Miguel and Earl haul Val by the feet back up onto the roof.
               Val quickly turns down the CB volume.

                                          VAL
                                   (whispers into mic)
                            Burt, now listen.  We found out
                            what's been killing people.  Over?


         98    INT.  BURT & HEATHER'S HOUSE - BASEMENT - DAY                98

               A peculiar cross between bomb shelter and blue-collar den,
               Burt's wood-paneled basement has all the comforts for post-
               Apocalypse living.  Burt talks on his CB.

                                          BURT
                            Negative copy on that, Pham, check
                            your frequency.  I'm on forty-nine.

                                          VAL (V.O.)
                                   (a little louder)
                            Burt, can you hear me now?

                                          BURT
                            Just barely, Pham.  What are you
                            all doing up on your roofs. What
                            the hell's going on?  Come back.

               A few feet away Heather works at their ammunition reloading
               bench.  She dumps a few hundred empty cartridge cases into a
               case cleaner and switches it on.  It HUMS loudly as it
               vibrates.


         99    INT.  PHAM VAN'S STORE - DAY                                 99

               The groping tentacles swiftly suck back below the floor.
               TILT UP to see out the window some distance away, a couple of
               old trash cans topple over as the creature streaks past
               beneath them, making a bee-line for Burt's.


         100   EXT.  PHAM VAN'S STORE - ROOF - DAY                          100

               Miguel points frantically at the trash cans.

                                          MIGUEL
                            Oh man, they're going, man!  I
                            think they're going for Burt!

               Val talks a little louder into the mic.  INTERCUT as needed.

                                          VAL
                            Burt!  This is Val!  Get out of
                            your basement!!  Take your radio!
                            You and Heather get up on your
                            roof!  Then we'll talk, okay?!

                                          BURT (V.O.)
                            Val?  What the hell you doing back
                            already?

                                          VAL
                                   (shouts)
                            Burt, get out!  Get up on your roof
                            or someplace!  We found out what's
                            been killing people!  They're under
                            the ground!

                                          BURT (V.O.)
                            What's under the ground?  We're not
                            getting up on the roof.  Earth
                            shelter's the best.  Known that
                            since I was a kid.

                                          VAL
                            Listen!  Listen!  We know what they
                            are!  They're big things under the
                            ground!  Much bigger than we
                            thought!  They're coming after you!
                            They're coming right now!


         101   INT.  BURT & HEATHER'S HOUSE - BASEMENT - DAY                101

               Hearing that warning, Burt and Heather go into a well-honed
               drill.  They grab their hunting rifles and take positions at
               basement windows.  Burt scans with the binoculars.  He sees
               nothing.  He glances at Heather.  She shrugs.  Nobody coming.

                                          BURT
                                   (into CB)
                            We don't see anything, Val.  Now
                            what the hell are you talking
                            about?  Over.

               Val is frantic.  How do you explain these things?

                                          VAL (V.O.)
                            They're coming underground!  They
                            ...they can dig like a son of a
                            bitch...Big monsters under the
                            ground, Burt!  Now get the hell
                            out!  Hurry!

               Burt and Heather exchange looks.  Has Val gone nuts?  Then
               they hear a low RUMBLE, growing louder and louder.  Tools
               hanging over the work bench start to shake; the decorative
               cow skulls on the wall rattle; the overhead lights sway --
               and then -- everything stops.  Dead silence, except for the
               humming of the case cleaner.

               THEN THE WALL MOVES!!  The wood paneling bulges slightly.
               Nails pop out.  The wall is pushed again; the paneling
               cracks.  A cow skull falls.  Burt and Heather level their
               rifles and --

               A huge creature pushes right through the wall!  Fully half
               its bulbous, spiked body writhes into the center of the
               room, great multi-part jaws drooling open, hook-tentacles
               lashing out.


         102   EXT.  PHAM VAN'S STORE - ROOF - DAY                          102

               The three men can hear the chaos over the CB.

                                          BURT (V.O.)
                            Jesus Chri...!

               The CB goes dead.  The men stare numbly.  Then, drifting
               across the desert, a soft popping sound.  The men perk up;
               they know what it is -- distant gunfire.


         103   INT.  BURT & HEATHER'S HOUSE - BASEMENT - DAY                103

               The gunfire is DEAFENING as Burt and Heather blast away.
               Globby blood spurts from a dozen wounds, and the creature
               pulls back a little.  The couple keeps firing until magazines
               are empty.  The creature lunges forward again.

               PAN with Burt and Heather to REVEAL a wall of the basement we
               haven't seen until now -- a wall covered with guns -- hand
               guns, long guns, riot guns, flare guns, antique guns,
               military guns, elephant guns.

               Heather grabs an HK-91 assault rifle, slams in two magazines,
               bottoms taped end to end, and opens fire!  A hook-tentacle
               snags her boot, yanking her right off her feet.  Burt pumps
               out eight devastating blasts from a twelve-gauge riot gun,
               severing the tentacle.  Heather is on her feet in an instant.
               She expertly flops her double magazine over, loading the full
               one taped upside-down to it, and opens fire again.  Burt
               grabs an AR-15 semi-auto and joins her.  They lay down
               massive fire, virtually disappearing in muzzle flash and
               smoke.  Ejected shell cases clatter and clang all around the
               room.

               The guns are empty.  THE CREATURE IS STILL COMING!  They back
               down the wall, desperately grabbing weapons one after
               another: a lever-action, a magnum handgun, even a flare gun
               which Heather fires right into the creature's mouth.
               Shrieking in pain, the horrid thing thing KEEPS WRIGGLING
               TOWARD THEM!

               Burt and Heather scramble up over a desk to keep something
               between them and it.  Burt smashes open a fancy glass case
               holding a huge four-gauge elephant gun.  He slams in two
               gigantic cartridges nearly an inch in diameter.  He fires.
               The concussion literally shakes the building.  The recoil
               slams Burt back against the wall.

               The monster bullets tear monster holes in the monster.  Great
               gouts of curdles blood spew from it -- Burt hit an artery or
               something.  The beast convulses grotesquely, then collapses,
               deflating like a beached whale.  Burt and Heather stagger
               together and hug each other fervently.  They stare dumbfounded
               at the massive dead horror.  Burt suddenly shouts vehemently:

                                          BURT
                            Broke into the wrong goddamn rec
                            room, didn't you, you BASTARD!


         104   EXT.  PHAM VAN'S STORE - ROOF - DAY                          104

               Val, Earl and Miguel listen to the silence hoping for some
               sign that their friends are alive.  Suddenly:

                                          BURT (V.O. filter)
                            We killed it!  You got that?  We
                            killed that motherfucker!  Come
                            back!

               It takes a moment for this to sink in, then the men CHEER --
               as quietly as possible.

                                          VAL
                            Uh...roger that, Burt.  Uh,
                            congratulations.  Uh, be advised,
                            however, there are four more,
                            repeat, four more motherfuckers.
                            Come back.


         105   EXT.  BURT & HEATHER'S HOUSE - ROOF - DAY                    105

               Burt and Heather dash out onto the roof, laden with weapons,
               ammo boxes and their CB radio.  They hit the deck, assorted
               rifles and the elephant gun the ready.


         106   EXT.  PHAM VAN'S STORE - ROOF - DAY                          106

               Val shouts to everyone:

                                          VAL
                            They got one!  They killed one of
                            the sons of bitches!


         107   EXT.  STORAGE SHED - ROOF - DAY                              107

               Melvin pumps his fist in the air.

                                          MELVIN
                            Way to go, dudes!


         108   EXT. THE STERNGOOD HOUSE - ROOF - DAY                        108

               Nancy and Mindy hug each other.


         109   EXT.  NESTOR'S HOUSE - ROOF - DAY                            109

               Perched on his Spanish tile roof, Nestor pours coffee from
               his thermos and raises his cup in a toast.


         110   EXT.  WATER TOWER - DAY                                      110

               Rhonda lets out a WHOOP.


         111   EXT.  PHAM VAN'S STORE - ROOF - DAY                          111

               The men sit, temporarily jubilant.

                                          EARL
                            Well, I guess we don't get to make
                            fun of Burt's lifestyle anymore,
                            huh?

               Val grabs the CB mic.

                                          VAL
                            Burt, any chance you can get the
                            rest of them?


         112   EXT.  BURT & HEATHER'S HOUSE - ROOF - DAY                    112

               Burt and Heather peer from their fortress-like roof.  Burt
               spots earth bulging up near the foundation of his house.

                                          BURT
                                   (into CB)
                            One second, Val.

               He grabs the elephant gun and takes two well-aimed shots --
               two deafening BOOMS which echo off the distant mountains.
               But the bullets bury themselves harmlessly in the dirt.  The
               bulge in the dirt moves calmly away and sinks from view.
               Heather shakes her head.

                                          HEATHER
                            You're not getting any penetration,
                            even with the elephant gun.

                                          BURT
                            Damn!
                                   (into CB)
                            Val, we can't get them.  Never
                            figured on having to shoot through
                            dirt!  Best goddamn bullet stop
                            there is.  Come back.


         113   EXT.  PHAM VAN'S STORE - ROOF - DAY                          113

               The men are disappointed.  That's not what they wanted to
               hear from Burt.  Then Earl perks up and grab the CB mic.

                                          EARL
                                   (into CB)
                            Okay, Burt, listen.  Forget
                            shooting them.  Tell me this: can
                            you get to your truck?

                                          BURT (V.O.)
                            No problem.

                                          EARL
                            Good.  You've got the only truck in
                            the valley that can make it up that
                            damn jeep trail.  So, here's the
                            plan: You and Heather go for help.
                            Get to the mountains...

               But Rhonda interrupts, pointing urgently from the water
               tower.

                                          RHONDA
                            Hey, guys!  They're up to
                            something.

               Val, Earl and Miguel rush to the edge of the roof and look
               down where she's pointing --

               A creature is running its tentacles along the building's
               foundation.  It's a strange, more studied movement than we've
               seen before.

                                          VAL
                                   (to Rhonda)
                            What's it doing?

                                          RHONDA
                            Why do you all keep asking me?

               They all stare nervously down as the tentacles feel their way
               along the wall, moving toward a corner of the building.
               Suddenly Miguel spots something down the next wall.

                                          MIGUEL
                            Hey, there's another one coming!

               Another set of tentacles is feeling along the adjacent wall.
               The two creatures meet at the corner, their tentacles touch-
               ing rather like ants' antennae.  They they submerge; tenta-
               cles zipping into the earth.  Nothing happens for a moment.

               Then the corner of the building suddenly heaves up a couple
               of feet.  Clapboard siding splits.  A warped window shatters.
               (We don't see the creatures, only the effect of their shoving
               from below).  The men nearly lose their balance.  Then the
               corner sinks back down.

                                          EARL
                            What the hell was that all about?


         114   EXT.  NANCY'S HOUSE - DAY                                    114

               Nancy and Mindy are still huddled on the roof.  They don't
               make a sound.  They're startled when the house suddenly
               groans and tilts as creatures give it a tentative shove.
               Nancy and Mindy frantically cling to the peak of the smooth
               roof.  The picture windows shatters.  We hear beams POP and
               CRACK, dishes CRASH off shelves.  The front screen door
               swings open.  At last the house slowly settles back down.


         115   EXT.  PHAM VAN'S STORE - ROOF - DAY                          115

               The men are watching Nancy's house tensely.

                                          MIGUEL
                            They weren't making no noise.
                            Why they bothering them for?

                                          VAL
                                   (mind racing)
                            They're studying the buildings...
                            trying to figure them out.

               Rhonda chimes in from the water tower.

                                          RHONDA
                            Yeah, they're confused.  They can
                            feel our vibrations, but they can't
                            find us.

                                          VAL
                            They're working together, too.

                                          EARL
                            Yeah, like they got a plan...

                                          BURT (V.O.)
                            Breaker there, Earl.  What do you
                            want us to do?

                                          EARL
                                   (into CB)
                            Hang on, Burt.  The bastards are up
                            to something.


         116   EXT.  NESTOR'S HOUSE - ROOF - DAY                            116

               Straddling the peak of his steeply sloping roof.  Nestor
               grabs on in panic as the creatures lift the place up slowly!
               The roof warps, Spanish tiles shatter and rain down on the
               ground.

               This causes a flurry of activity.  Tentacles snake around
               where the tiles fell.  We hear creatures crash through
               inside, snorting and huffing.  They attack the house in
               earnest, shaking it violently, pushing the front wall out
               till it falls flat.  The roof collapses on that side!  Nestor
               can't hang on!  He slides all the way down, landing across a
               window on the flattened wall.  The next instant he's grabbed
               and pulled through the window, right into the ground.  He
               SCREAMS!

               DOLLY along the ground, heading toward the storage shed where
               Melvin is.  All we can see is dirt, but we can still hear
               Nestor screaming UNDERGROUND!  His screams get more and more
               faint as DOLLY ENDS on:


         117   EXT.  STORAGE SHED - DAY                                     117

               CLOSE ON horrified Melvin as he rocks back and forth
               autistically.

                                          MELVIN
                            Oh, wow, man!  No way!  No fucking
                            way, man...!


         118   EXT.  NANCY'S HOUSE - ROOF - DAY                             118

               Nancy comforts Mindy.


         119   EXT.  WATER TOWER - DAY                                      119

               Rhonda turns away.


         120   EXT.  PHAM CAN'S STORE - ROOF - DAY                          120

               Val, Earl and Miguel stare in horror and disbelief.  Miguel
               crosses himself.  They're in worse trouble than they thought.

                                          VAL
                            They knocked his place down on
                            purpose, man.  They're gonna tear
                            this whole town out from under us!


         121   EXT.  BURT & HEATHER'S HOUSE - DAY                           121

               Burt and Heather's truck is parked in foreground.  The couple
               is up on the roof in background.  Burt prowls along the edge
               of the roof with the elephant gun.  Heather mans the C.B.

                                          VAL (V.O.)
                            Burt!  Heather!

                                          HEATHER
                            Yeah, Val.

                                          VAL (V.O.)
                            We're in deep shit over here.
                            Let's change that plan.

               A hump of dirt raises near the base of the house.  Burt jerks
               the rifle to his shoulder and squeezes off a shot.  The hump
               moves away from the house.

                                          HEATHER
                            Knock it off, Burt!

                                          BURT
                            I think I scared it!

                                          VAL (V.O.)
                            Forget going for help.  We'll all
                            be dead long before you get back.

               Still moving away, the hump of dirt passes under the side-
               walk, rippling the flagstones gently.

                                          HEATHER
                                   (into CB)
                            We're here, Val.  Just tell us what
                            you need.  Come back.

                                          VAL (V.O.)
                            They're tearing down the houses
                            here!  We all gotta get outta here
                            together!  Now!

               The hump of dirt passes under Burt and Heather's truck,
               rocking the vehicle slightly.

                                          HEATHER
                            We're with you, Val.  We'll come
                            get everybody.  Just hang on tight.

               The truck's security alarm starts BOOPING!  Burt and Heather
               stare down helplessly as the noisy truck is furiously
               attacked by the frenzied creatures.  Dust flies as metal rips
               and tires shred.


         122   EXT.  PHAM VAN'S STORE - ROOF - DAY                          122

               Val Earl and Miguel listen in disbelief to the distant truck
               alarm.  It finally sputters and dies.

                                          HEATHER (V.O.)
                            Val, we're going to have to forget
                            about the truck...

                                          VAL
                                   (into CB)
                            Yeah, Heather, we got you.

               They've hit rock-bottom.  They sit in helpless, desperate
               silence.

               Over on the storage shed roof, Melvin is losing it:

                                          MELVIN
                            Hey, you better think of something,
                            man!  You gotta do something!

                                          EARL
                            Who?

                                          MELVIN
                            You and Val, man!

               Miguel nods in agreement.  Val and Earl stare at him,
               incredulous.

                                          VAL
                            What?!!  Since when the hell's
                            every goddamn thing up to us?!

                                          RHONDA
                                   (flatly)
                            You guys do all the odd jobs.

               Val just stares at her.

               Then -- CRASH!  The store shudders, creaks, and groans.  The
               creatures are back.  One corner of the store lifts up, beams
               splintering.  Then another corner lifts up!  The roof tilts
               like the deck of a storm-tossed ship.  From now on the
               monsters shake and ram the building almost constantly.
               Hanging on tight, the men peer over the edge.

                                          EARL
                            We don't have a hell of a lot of
                            time here.

               Meanwhile, Rhonda tries her desperate best to be logical:

                                          RHONDA
                            Look, the situation hasn't changed.
                            We still have to get to solid rock.
                            There must be some way!

                                          VAL
                                   (shouts, angry)
                            Like what?!  There's nothing left
                            that'll make it to the mountains!

                                          MIGUEL
                            Hey, Val, quiet, man!

                                          VAL
                            We need a helicopter is what we
                            need, or a goddamn tank...

                                          EARL
                            Wait a minute...the Cat.  Could we
                            take the Cat?

                                          VAL
                                   (dubious)
                            Jesus.  It's slower than hell.

                                          EARL
                            Yeah, but it weighs better than
                            thirty tons.  No way they could
                            stop it.

                                          MIGUEL
                            We can't all fit on that bulldozer.

               But Val is warming to the idea.

                                          VAL
                            But...we could pull something!  We
                            could, I don't know, drag a car
                            behind it!

                                          EARL
                            A car, huh?  Like a big armored
                            car?  Need something bigger,
                            tougher...our truck maybe...or,
                            hell, that old semi trailer!

                                          VAL
                            Its tires are flat...

                                          EARL
                            Doesn't matter.  The cat can pull
                            anything.

                                          VAL
                            Well...all right!  We just roll on
                            out of here!

                                          EARL
                            We got a plan!

               They squint at the bulldozer -- 'way in the distance.

                                          EARL (cont'd)
                            'Course, that's one helluva long
                            walk.

               They stare grimly, momentarily stuck for an idea.  Then:

                                          RHONDA
                            Listen, they only respond to
                            vibration, right?  Couldn't we...
                            distract them somehow?

                                          VAL
                            Yeah, good!  Something to keep them
                            busy.  We need a decoy.

                                          EARL
                            Hey, Melvin, you wanna make a buck?

                                          MELVIN
                            Fuck you!

               Miguel grabs Earl and points down at little garden tractor in
               a jumble of Pham Van's equipment and tools near the side of
               the store.

                                          MIGUEL
                            Hey, how about the tractor?  Start
                            him up.  Let him go by itself.  Let
                            those things chase it all over is
                            they like that noise.

                                          EARL
                                   (nodding)
                            Not bad.
                                   (to Val)
                            What do you think?

               The store takes a heavy hit.  The front porch collapses with
               a terrific crash.

                                          VAL
                            I think the ground's getting
                            closer.  I think we do it.  We're
                            gonna save our asses here!

                                          RHONDA
                            Wait!  How are you going to know
                            they're all following it?

                                          VAL
                            Good point.

                                          EARL
                            We got two right here.

               Val scrambles to the highest point of the sagging roof and
               shouts to Nancy.

                                          VAL (cont'd)
                            Nancy, we gotta find all four of
                            them.  How many you got over there?


         123   EXT.  NANCY'S HOUSE - ROOF - DAY                             123

               The house shuddering and shaking.

                                          NANCY
                            There's one.  I think one.


         124   EXT.  PHAM VAN'S STORE - ROOF - DAY                          124

               Earl grabs the CB mic.

                                          EARL
                                   (into CB)
                            Burt, Heather, we got a little sort
                            of a plan going here, maybe.  Can
                            you tell if you've still got any of
                            those things out at your place?
                            Come back.


         125   EXT.  BURT & HEATHER'S HOUSE - ROOF - DAY                    125

                                          BURT
                                   (into CB)
                            Yeah, still got one poking around.

                                          EARL (V.O.)
                            That's four.  Let us know if it
                            starts moving, Burt.

                                          BURT
                            Roger that.


         126   EXT.  PHAM VAN'S STORE - TRACTOR - DAY                       126

               Val and Earl have lowered Miguel down to a window sill right
               above the garden tractor.  He has used his kerchief to tie
               the steering wheel to keep the front wheels straight.  He
               jams the throttle open and signals thumbs-up to Val and Earl
               above.


         127   EXT.  PHAM VAN'S STORE - ROOF - DAY                          127

               Val and Earl stride purposefully toward the opposite end of
               the roof.  Realizing they have the same idea, each one tries
               to edge ahead of the other.

                                          VAL
                            I'm making the run to the Cat.

                                          EARL
                            Like hell you are.

                                          VAL
                            Get real.  I'm faster than you.

                                          EARL
                            I'm best at driving the Cat.

                                          VAL
                            Only if something happens to me.

                                          EARL (cont'd)
                            Look, you'd better listen.  I'm
                            older and wiser.

                                          VAL
                            Yeah, well, you're half right.

               Earl raises a fist: The Challenge.  They do scissors-rock-
               paper.  One, two, three.  Val loses.

                                          VAL (cont'd)
                            Damn.  Guess I have to do it.

                                          EARL
                                   (shakes his head)
                            I won.  I pick who does it.

               Val glares at him.  Earl's obviously determined.

                                          EARL (cont'd)
                            Ready when you are, Miguel!

               Earl positions himself, nervous as hell, ready to leap at the
               right moment.


         128   EXT.  PHAM VAN'S STORE - TRACTOR - DAY                       128

               Miguel leans out precariously and pulls the tractor's starter
               cord.  Nothing.  On the second try it starts.  He slams it
               into gear and sends it out toward open desert.  The store
               shakes under Miguel, almost knocking him off the window sill,
               as two humps of dirt pursue the noisy tractor.

                                          MIGUEL
                            There they go!  They're chasing it!


         129   EXT.  NANCY'S HOUSE - DAY                                    129

               A "spout" of dust erupts near the foundation as the creature
               beneath zooms away toward the new sound.  Nancy whispers:

                                          NANCY
                            It's going...
                                   (then shouts)
                            There goes this one!  It's going!


         130   EXT.  PHAM VAN'S STORE - ROOF - DAY                          130

               The CB radio squawks:

                                          BURT (V.O.)
                            Hey, this guy just took off like a
                            shot.  What'd you people do?

               Earl is poised to leap.  Val steps up and slaps him on the
               back.

                                          VAL
                            Watch your ass, shithead.

                                          EARL
                            Don't worry about me, jerkoff.

               Val instantly elbows Earl hard in the stomach.  As Earl
               doubles over, Val springs off the edge of the roof.

                                          EARL (cont'd)
                            You goddamn suicidal son of a
                            bitch!

               We see Val running for all he's worth -- and there's the
               bulldozer at the edge of town a long way away.


         131   EXT.  DESERT - DAY                                           131

               LOW CAMERA pursues the garden tractor as it bounces along.


         132   EXT.  PERFECTION - DAY                                       132

               Val charges across the vast open area that separates him from
               the bulldozer.  We can hear the tractor droning along in the
               background.


         133   EXT.  DESERT - DAY                                           133

               The tractor suddenly takes a bad bounce and flips over!  The
               engine dies.  Total silence.


         134   EXT.  PHAM VAN'S STORE - ROOF - DAY                          134

               Earl, Rhonda and Miguel have seen the tractor take a header.

                                          EARL
                            Oh my God!


         135   EXT.  EDGE OF TOWN - VAL - DAY                               135

               Val's crunching boots seem incredibly loud in the sudden
               silence.  He hesitates, glancing over his shoulder.  He's
               totally out in the open, halfway to the bulldozer.  Should he
               run back or go forward?  He decides to go for the bulldozer.


         136   EXT.  DESERT - DAY                                           136

               All four creatures are now heading for Val.  INTERCUT four
               slightly different LOW CAMERA ANGLES speeding over the
               ground, racing after him.  He strains to the limit, breaths
               coming in painful rasps -- but the creatures are closing in
               on him with chilling ease.


         137   EXT.  PHAM VAN'S STORE - ROOF - DAY                          137

               Everyone watches in horror.

                                          EARL
                            He'll never make it!  They're gonna
                            get him!

                                          RHONDA
                                   (yells)
                            VAL, STOP!  THEY'RE COMING!  DON'T
                            MOVE!


         138   EXT.  EDGE OF TOWN - VAL - DAY                               138

               Val hears her and stops dead.  So do the creatures.  Maybe
               twenty feet away, their giant snouts poke up out of the
               ground: one, two, three, four.  Val stands trembling.  The
               creatures softly shuffle back and forth, searching blindly
               for him, hook-tentacles feeling everywhere.  One tentacle
               sweeps toward Val's boot.  He manages to lift his foot just
               in time, letting the tentacle pass beneath it.  He balances
               precariously like a flamingo.


         139   EXT.  PHAM VAN'S STORE - ROOF - DAY                          139

                                          EARL
                            It worked!  They can't find him!
                                   (pause)
                            Okay, okay...uh...we gotta make
                            some noise...a lot of noise!  HEY,
                            YOU SORRY SONS OF BITCHES, COME AND
                            GET ME...!!!!

               He starts jumping noisily up and down.  Miguel joins in,
               cursing the monsters in Spanish.



         139A  EXT.   WATER TOWER - DAY                                     139A

               Rhonda kicks and shouts.  But it's obvious they need some-
               thing louder.  She spots the aging outlet pipe coming from
               the water tank.  Bracing herself, she kicks at it with both
               feet.  It finally gives way at a rusted joint.  A torrent of
               water blasts out, thundering into the dirt.


         140   EXT.  EDGE OF TOWN - VAL - DAY                               140

               All the creatures wheel about in the dirt and zoom off toward
               town.  Val breathes a big sigh of relief and sprints to the
               bulldozer.


         141   EXT.  PHAM VAN'S STORE - ROOF - DAY                          141

                                          EARL
                            That did it, girl!  Goddamn good
                            thinking!


         142   EXT.  WATER TOWER - DAY                                      142

               A mass of tentacles and snouts swirl through the big puddle
               where the water if falling.  The creatures' breathing throws
               up spouts of muddy water.  Rhonda looks down nervously.  Earl
               calls reassuringly from Pham Van's:

                                          EARL
                            Don't worry.  No way they can lift
                            that tower.  I mean it's really
                            heavy.


         143   INSERT - CONCRETE FOOTING                                    143

               The dirt begins to cave in around the tower's footing.  The
               creatures are digging the dirt away!


         144   BACK TO SCENE                                                144

               The water tower tilts ever so slightly, creaking and
               groaning!  Rhonda frantically grabs a handhold.

                                          RHONDA
                            They're not trying to lift it!


         145   EXT.  BULLDOZER - DAY                                        145

               Val lands in the driver's seat and turns the engine over --
               it doesn't start!

                                          VAL
                            NO FUCKING WAY!

               The old machine starts.  Val slams it into reverse and backs
               up toward the semi trailer.


         146   EXT.  WATER TOWER - DAY                                      146

               The water tower is starting to tilt seriously.  Water spills
               over the top edge of the tank, drenching Rhonda.


         147   EXT.  BULLDOZER - DAY                                        147

               Val has used heavy chains on the back of the bulldozer to
               jerry-rig a hitch to the semi trailer.   Now he scrambles
               back into the driver's seat.  He guns the engine, wrenching
               the old semi trailer from years of dried mud and tumbleweeds.
               Ancient tires disintegrate.  Rusted wheels screech and
               complain -- but it moves.  Val lets out a whoop and heads
               full-tilt for town.  He's suddenly shocked as he sees:


         148   EXT.  WATER TOWER - DAY                                      148

               Rhonda's in big trouble.  She scrambles to the high side of
               the tower platform.  The tower's going to tip over at any
               moment!  It's roof slides off and crashes into the street!

               On Pham Van's, Miguel and Earl are tearing apart the swamp
               cooler, throwing pieces of it off the roof, trying to
               distract the creatures, but they can't compete with the noise
               from the water.

               In BG the bulldozer rumbles toward the tower at top speed --
               an excruciatingly slow eight miles per hour.

               The tremendously heavy water tank suddenly tears loose,
               sliding off its platform, nearly carrying Rhonda with it.
               She ends up hanging from a cross beam as the water tank
               splatters like an enormous egg below, sending a small tidal
               wave down the street.

               The remains of the tower tilt crazily nearly forty-five
               degrees.  The bulldozer grinds closer and closer.  Rhonda
               tries to climb up, but the jostling and shuddering of the
               tower keeps her dangling precariously.  Suddenly she falls!

               And lands in the dirt.  The creatures zero in on her!  She
               turns wildly and leaps for the blade of the approaching
               bulldozer.  The blade is only inches off the ground but Val
               swiftly raises it, lifting Rhonda high into the air just
               above the grasping tentacles!


         149   EXT.  PERFECTION - MAIN STREET - DAY                         149

               As Rhonda climbs down into the cab, Val heads the bulldozer
               over to Pham Van's and stops.  Almost as soon as he does,
               creatures attack, a frenzy of tentacles grabbing at all sides
               of the massive earth-moving machine, slithering into the
               treads.  Val and Rhonda watch this nervously as Earl and
               Miguel quickly clamber from the roof down into the protective
               steel belly of the semi trailer.

               Val mentally crosses his fingers and sends the bulldozer
               roaring forward.  It effortlessly tears loose from the
               tentacles, grinding one to pulp in its treads.  The creature
               shrieks in pain.  The humans cheer!  At last they've got the
               upper hand!


         150   EXT.  STORAGE SHED - DAY                                     150

               Melvin dances merrily, and noisily, on the metal rooftop.

                                          MELVIN
                            Way to go!  Dumb fucking worms!
                            Now haul ass over here, man!  Me
                            next!  Get me off of here...!

               The flimsy shed seems almost to explode as a furious creature
               roars up inside.  The walls buckle out.  The whole structure
               sags.  Melvin scrambles to peak of the roof.

                                          MELVIN
                            Oh shit!  Oh, God!  Help!

               As the unseen creature thrashes around inside the shed, the
               walls topple outward and the roof drops to the ground like a
               pancake.  Melvin has lost all self control and just keeps
               screaming.  Val pulls along side, jumps down onto the tread,
               and reaches out to Melvin.  But just as they join hands, the
               creature hits the roof from beneath, dragging it several
               feet.  Val is yanked off the bulldozer and lands with Nelvin
               on the roof!

               The creature slams into the roof repeatedly, but the
               corrugated metal is both light and resilient.  It bends, but
               the frustrated monster can't get enough "bite" to tear
               through it.  Val and Melvin straddle the peak of the roof,
               trying desperately to hang on as it heaves up, buckling like a
               bronco.

               Earl scrambles into the bulldozer driver's seat and heads
               after them at full throttle, the big diesel roaring.

               Melvin and Val prepare to jump onto the bulldozer, but just
               before it reaches them the roof suddenly starts to slide like
               some mad flying carpet, carried from beneath by a creature!
               Val hangs on like a rodeo rider, struggling to keep fear-
               crazed Melvin from tumbling off.


         151   EXT.  DIRT DITCH - DAY                                       151

               The roof zigs and zags, spins and twists.  Melvin and Val
               won't be shaken loose.  Earl does his best to head it off,
               but it's hard to predict which way the roof will scoot next.

               The rood careens alongside the edge of a dirt-walled drainage
               ditch, then suddenly skitters sideways and plunges over the
               edge.  Melvin and Val tumble to the bottom.  As they jump to
               their feet:

                                          VAL
                            We got about three seconds!

               Val sees, almost right above them, an exposed pipe which
               spans the ditch.  He shoves Melvin toward it.  They leap up
               and grab the pipe, pulling their legs up as high as they can.
               An instant later, the creature blasts through one wall of the
               ditch, roars past beneath them and burrows into the opposite
               wall!

               Earl brings the bulldozer to a thundering stop next to them.

                                          EARL
                            Well, come on!


         152   EXT.   NANCY'S HOUSE - DAY                                   152

               Nancy and Mindy huddle together on their roof.  The upraised
               scoop blade of the bulldozer comes INTO SHOT with Val riding
               it.  He helps them step across into it.


         153   EXT.  BURT & HEATHER'S HOUSE - ROOF - DAY                    153

               Burt is using a hacksaw to cut lengths from a heavy vertical
               pipe to which his TV antenna was anchored.  Heather works
               with the sections Burt has already cut off.  She is filling
               them with gunpowder from reloading cannisters and hammering
               the ends shut -- they're making bombs.

               Then they hear rumbling.  What is it, more creatures?  They're
               surprised by the odd sight of the strange contraption
               approaching.

                                          BURT
                                   (impressed)
                            God damn!  Armored transport!

               Val climbs up on the bulldozer roll cage so he's about even
               with Heather and Burt.  A creature occasionally slams into the
               underside of the bulldozer of the semi trailer, rocking them
               slightly, throwing up clouds of dust.

                                          VAL
                            Let's go you two.  We're headed for
                            the mountains.

                                          BURT
                            In a minute.

               He grabs a coil of blackpowder cannon fuse.  He cuts off a
               length and stuffs it in the end of one of the pipe bombs
               during:

                                          VAL
                            Come on, Burt, we can't hold still
                            long.  They're damn smart and
                            getting smarter by the minute.

               Burt hefts the finished bomb.

                                          BURT
                            That's fine.  We've got some new
                            things to teach them.

                                          VAL
                            Damn it!  They'll sink this rig
                            just like a boat!

               Just then the bulldozer starts to tilt sideways, creatures
               digging dirt away beneath it.  Earl guns it forward out of
               the depression they're making.

                                          EARL
                            See that?  They're doing it now!
                            They try it every time we hold
                            still.

               Burt and Heather are impressed.  They rush around the
               rooftop, gathering food, ammo, guns, the finished bombs,
               handing them to impatient Val who hands them down to people
               in the semi trailer during:

                                          VAL
                            Jesus Christ, we're only going nine
                            miles.  Be there in two hours, tops!

                                          BURT
                            Yeah, well those things are gonna
                            be on our ass every foot of the
                            way, right?

               He holds up to rifles to Heather, the HK91 assault rifle and
               another elephant gun.

                                          BURT
                            What do you think?  Max firepower
                            or...?

                                          HEATHER
                            I'd go for penetration.  The 458
                            shooting solids -- less ammo to
                            carry anyway.

               Burt nods.  Everyone on the bulldozer and semi trailer shouts:

                                          TOWNSFOLK
                                   (adlib)
                            Come on!
                            Who cares!
                            Forget it!
                            Let's go!

               Dust flies up.  The bulldozer tilts.  Earl guns it forward
               again.  Heather and Burt grab a few more things and leap down
               into the semi trailer.

                                          MELVIN
                            Give me a gun!  I'll take one!

                                          BURT
                            I wouldn't give you a gun if it was
                            World War Three.

               Earl pilots the strange looking contraption out into the
               desert.  Burt and Heather watch their fortress-home recede.

                                          BURT
                            Food for five years.  A thousand
                            gallons of gas.  Air filtration.
                            Water filtration.  Geiger counter.
                            Bomb shelter...
                                   (looks heavenward)
                            ...underground goddamn monsters?!

               Heather puts a consoling arm around him.


         154   EXT.  JEEP TRAIL - DAY                                       154

               The bulldozer easily lumbers along the really rough road we
               saw Val and Earl's truck struggle over the other morning.

               As they come closer we see Burt and Heather riding "shotgun,"
               he sitting out in the bulldozer's scoop, she on the rear of
               the semi trailer, elephant guns at the ready.  Val, Earl and
               Rhonda are in the cab.


         155   EXT.  CLIFFS - DAY                                           155

               It's late afternoon, sun casting dramatic shadows across the
               beautiful desert.  We are WIDE on the bizarre vehicle,
               resolutely grinding along not far from the cliffs, nearing
               the mountains ahead.


         156   EXT.  DESERT - BULLDOZER - DAY                               156

               As they scan the desert, the people are feeling like they may
               get out of this after all.  Earl calls back to the people in
               the semi trailer.

                                          EARL
                            Any sign of'em?

                                          MIGUEL
                            Maybe they just gave up, you know.

                                          MELVIN
                            Yeah, the bulldozer's too much for
                            them, man.

               As they top a gentle rise, Burt excitedly points ahead.

                                          BURT
                            There we go, solid rock!

               Everyone cheers.  But then Heather points up ahead to one
               side.

                                          HEATHER
                            What's that?


         157   P.O.V. - THE GROUP - DUST CLOUD - DAY                        157

               Perhaps two hundred yards from them, a huge cloud of dust
               wells up from behind big boulders.


         158   BACK TO SCENE                                                158

               Everyone stares uneasily at the billowing cloud.

                                          NANCY
                            Is it them?

                                          MIGUEL
                            What else could it be?

                                          MINDY
                            What're they doing?

                                          MELVIN
                            Maybe they're taking a dump.

                                          RHONDA
                            We're not going over there, right?

                                          EARL
                            No.  We go straight.

                                          VAL
                            Damn it.  What the hell are they
                            doing?  They're up to something.

                                          EARL
                            I don't care what they're doing as
                            long as they're doing it way over
                            there.

               Earl shoves the throttle all the way.  The engine screams.


         159   EXT.  DESERT - DUSTCLOUD - DAY                               159

               We MOVE IN through the cloud of dust.  Dirt is flying by the
               ton out of en eight foot diameter hole in the ground.  A huge
               mound of the tunneled-out dirt is already piled high.  The
               creatures are digging a tunnel -- but why?


         160   EXT.  DESERT - BULLDOZER - DAY                               160

               We watch the bulldozer rumbling along.  It seems unstop-
               able.  The mountains and safety are barely a mile away --

               when the EARTH CAVES IN!!  THE BULLDOZER PLUNGES NOSE FIRST
               INTO AN UNSEEN PIT DUG JUST BENEATH THE SURFACE!

               The machine ends up half-buried at a steep angle.  The semi
               trailer is right on the edge of the pit.  Everyone is shaken,
               bruised, bloodied.  Val, Earl and Rhonda look frantically for
               Burt, who was riding out front in the scoop.  They're
               relieved to see him clawing his way out of pit.  Val hauls
               him up and all four of them now leap into the semi trailer.
               As they come to rest, Val slowly realizes what's happened.

                                          VAL
                            They...they dug a trap!  I can't
                            believe this!

               The idling bulldozer engine coughs and dies.  There is a
               moment's crushing silence.

               Then the dreaded digging begins.  Dust boils up around the
               semi trailer -- creatures digging from below!  The semi
               trailer shakes and shudders, slowly sinking.  The people
               huddle together in sheer panic.  Val and Earl grab the
               nearest of Burt and Heather's guns and fire wildly, hope-
               lessly, down at the dirt.  Ricochets whine into the distance.

               Burt grimly digs an overloaded knapsack for one of his
               pipe bombs.  He leaps up between Val and Earl and lights the
               fuse, looking for a target.

                                          BURT
                            Hungry?!  Eat this!!

               He tosses the bomb at some churning earth and dives back into
               the semi trailer.

                                          BURT (cont'd)
                            Keep your heads down!

               KABOOM!  The explosion throws up a big plume of dust and
               rocks.  We hear a new, very strange sound of pain from the
               creatures.  The semi trailer instantly stops shaking.  The
               creatures have stopped digging.  All is quiet.

               The people peer up over the edge of the semi trailer, looking
               all around.  Then:

                                          RHONDA
                            There they are!


         161   P.O.V. THE GROUP - DISTANT CREATURES                         161

               Numerous spurts of dust mark their paths as they race madly
               away, fanning out from the semi trailer.


         162   BACK TO SCENE                                                162

                                          MIGUEL
                            Hey, Burt...did you get one...!

                                          RHONDA
                            No, there's still four of them.
                            See...there's like four different
                            dust trails.

                                          VAL
                            Sure got their attention, though.
                            Nice going, Burt.
                                   (to Earl)
                            Earl, what about the Cat?

               Earl's already staring down at the bulldozer.

                                          EARL
                            No way.  It's down for the count.

               Val looks around.


         163   P.O.V.  VAL - ROCK OUTCROP                                   163

               Toward the cliffs he sees a big rock outcrop.


         164   BACK TO SCENE                                                164

               Rhonda points in the opposite direction from where Val is
               looking.

                                          RHONDA
                            Here they come!  They're coming
                            back!

               Heather unexpectedly fire two deafening blasts from her
               elephant gun at the approaching creatures, then shakes her
               head, frustrated.  They're still coming.

                                          VAL
                            Come on, everybody!  We gotta run
                            for those rocks over there!

                                          EARL
                            Jesus, Val, it's pretty far.

                                          MELVIN
                            Yeah, man!  They'll get us!

                                          VAL
                            There sure as hell get us if we
                            stay here!

                                          RHONDA
                            Wait, wait, listen.  Burt do you
                            have any more of those things?

                                          BURT
                            The bombs?  Damn right I do.

                                          RHONDA
                            Well, what is you throw one that
                            way, the way we want to go...
                                   (points toward rocks)
                            Then, when the explosion happens...
                            if it drives them away again...we
                            all run like goddamn bastards!
                                   (to Earl)
                            Pardon my French.

               Wham!  With a jolt the semi trailer begins shaking and
               shuddering again -- sinking, smiling.

                                          MELVIN
                            What if it doesn't scare them?
                            What if they don't run?

                                          RHONDA
                            I don't think it does scare them!
                            It hurts them!  They're  so
                            sensitive to sound, they have to
                            run!  It hurts too much!

               Glances all around.

                                          BURT
                            She's got my vote.

                                          VAL
                            Right.  We're gonna run.  Get
                            ready.

               Val squats in front of tear-streaked Mindy.

                                          VAL (cont'd)
                            Mindy, you understand what we're
                            going to do?
                                   (off her nod)
                            And don't worry, they can't get us
                            once we're on those rocks.

                                          MELVIN
                            I don't know, man.  They're too
                            fast!  You can't outrun them, no
                            way!

               As Burt readies another bomb, he pauses to hand bug-eyed
               Melvin a huge Ruger Super Redhawk 44 magnum handgun.

                                          BURT
                            Here, kid.  This'll make'em think
                            twice.

               Melvin's eyes bug out further.  Burt lights his bomb.

                                          BURT (cont'd)
                            Heads down!!

               He hurls the bomb.  Wait.  Wait.  WHOOOM!  Again we hear the
               creatures' unearthly shriek of pain.  Rhonda's on her feet
               before the rocks stop falling.  She spots the creatures.

                                          RHONDA
                            It worked!  There they go!

                                          VAL
                            LET'S DO IT!

               Earl lets out a war wild WHOOP.  It's infectious.  CRANE UP
               with them as everyone piles out of the semi trailer like
               soldiers out of a trench -- they charge across no-man's-land.

               Melvin runs like a demon.  He tries to shoot at the first
               thing he sees but the gun just clicks over and over -- empty.

                                          MELVIN
                            Burt, you bastard!

               Enraged, he doubles his speed, trying to overtake Burt.

               Mindy can't keep up.  Nancy tries to pull her along.  Val and
               Earl swoop in, grab Mindy under either arm, and carry her
               between them.


         165   ANGLE - THE CREATURES                                        165

               The ground heaves violently as the retreating monsters
               angrily wheel about and charge back after the humans.


         166   EXT.  DESERT - ROCK OUTCROP - DAY                            166

               Big slabs jutting this way and that -- a rock iceberg in a
               sand ocean.  The people scramble onto it amid whoops of joy
               and relief.  Melvin charges up to Burt:

                                          MELVIN
                            You asshole!  There's no bullets in
                            this gun!

                                          BURT
                            Got you moving, didn't it?

               Burt's line gets a laugh from people, but then tentacles
               burst up on all sides of the rock, probing, feeling.  The
               effect is instantly sobering.  Burt swiftly grabs out his
               remaining bombs -- six of them -- and holds one ready.  But
               they're in no immediate danger.

                                          EARL
                            So...now what?

                                          RHONDA
                            Could we make it to the mountains?

                                          VAL
                                   (gestures to Burt's bombs)
                            No way.  We'd need fifty of those
                            things.

               The hopelessness of the situation suddenly hits Val, Earl,
               and Rhonda.  After a moment:

                                          EARL
                            Well...that's it.  We're not
                            getting off this rock...

                                          VAL
                            Not going to pole vault anywhere.
                            That's for sure.

                                          HEATHER
                            What's the matter with you?  What
                            are you talking about?!

                                          RHONDA
                            They'll just wait out there till
                            we're dead.  That's what they do.

               As this sinks in, Burt loses his cool, igniting an argument.

                                          BURT
                            What?  Well, for chrissake, we
                            could have made a stand at our
                            place!  We had food, water...

                                          EARL
                            You can't fight'em that way...

                                          BURT
                            You two jackasses hauled us way the
                            hell out here...!?

                                          VAL
                            BACK OFF, BURT...!

                                          BURT
                            Well, who put you two in charge?

                                          NANCY
                                   (shouts)
                            Burt!  Those animals would have
                            killed you!

               Everyone stares in surprise at normally quiet Nancy.

                                          NANCY (cont'd)
                                   (softly)
                            You haven't seen what they can do.

                                          VAL
                                   (calmer)
                            They'd have dug your place out from
                            under you in half an hour!

               There's a long, grim silence.  Everyone sits glumly.
               Finally, Burt picks up a bomb and contemplates it:

                                          BURT
                                   (losing it)
                            If it comes to starvation, I know
                            what I'm doing.  Take one of these.
                            Walk right out there with the fuse
                            lit.  Stuff it down my pants and
                            let 'em take me down.  BOOOOM!

               Heather puts a soothing hand on his shoulder.

                                          HEATHER
                            Jesus, honey!

               But now Earl brightens a little.

                                          EARL
                            You know, that's not a bad idea!

               The others react.  Is Earl nuts?

                                          EARL
                            No, I mean, it gives me an idea...
                            going fishing like...


         167   EXT.  DESERT - ROCK OUTCROP - LATER                          167

               In the open desert, a rock lands.  Then another.  Val and
               Rhonda are throwing them from the rock outcrop.

               Val, Earl, Rhonda, and Burt have moved away from the main
               group to another section of the rock outcrop where
               intervening boulders will protect everyone from an explosion.

               Earl has tied a bomb to some nylon rope form one of Burt's
               knapsacks.  Burt places the other bombs safely out of the way
               behind a ledge.  Meanwhile, Val and Rhonda keep throwing
               rocks.  Soon, the ground shifts.

                                          VAL
                            There!  Right straight out in front
                            of you.

               Burt has his coil of fuse.

                                          BURT
                            How much you think?

                                          EARL
                            I don't know...  They're pretty
                            quick...fifteen seconds?

               Burt nods, expertly eyeballing a fifteen second length and
               snipping it off.  As he stuffs it into the bomb:

                                          EARL
                            What the hell is that, anyway?

                                          BURT
                            Cannon fuse.

                                          EARL
                            What do you use it for?

                                          BURT
                                   (matter of fact)
                            My cannon.

               The bomb is ready -- it's moment of truth.  Earl digs in his
               pocket for the lighter -- but Val has it.  Val nervously
               leans over to light the fuse, but then frowns as he sees how
               Earl is holding the rope.

                                          VAL
                            Come on, you're not going to do
                            your lasso thing...?

                                          EARL
                            Hey, just 'cause you're no good
                            with a rope...

               Val shakes his head and lights the fuse.  Earl whirls the
               bomb on the end of its rope like a lasso, and lets it fly out
               as far as he can.  Then he starts pulling it back in along
               the ground like a fishing lure.  Rhonda stares at her watch
               as they all sink down behind the protective boulder.

                                          RHONDA
                            Come on...come on...

                                          BURT
                            Take it...take the bait...

               Suddenly a snout subtly surfaces and gulps down the bomb.  A
               tense two seconds later -- KABOOOM!  Bullseye!  It's a
               volcano of gory creature parts.  They splatter all over!  The
               remaining creatures shriek and race away again.  The people
               cheer wildly.

                                                                    CUT TO:


         168   EXT.  DESERT - ROCK OUTCROP - LATER                          168

               Val, Earl, Rhonda, and Burt prepare to try again.  This time
               Val has the rope and a new bomb.  Rhonda stands by him, ready
               with the lighter.  Earl lobs rocks out into the desert.

                                          EARL
                            Where the hell are they?  Hope they
                            didn't wise up.

                                          RHONDA
                                   (pointing)
                            Nope, there!  That's one.

               Rhonda shakily lights the fuse.  Val heaves the bomb out and
               starts trolling.  The creature swallows it.  Everyone drops
               down behind the boulder, Val impulsively grabbing a second
               bomb. They tense with anticipatory glee -- but the creature
               suddenly spits its bomb back out!  It sails back right over
               their heads.  It strikes the rocks above them, skittering
               down a crevice and landing in -- BURT'S PILE OF BOMBS!

               Val, Earl, and Rhonda scatter.  Burt dives backward over a
               rock ledge.

               BABABAMMM!!  All the bombs explode, throwing rocks every-
               where.  The creatures streak away.  Val, Earl and Rhonda
               sprawl into the dirt, half stunned.

               When the panic is over, Val and Earl realize where they are --
               fifty yards out in open desert!  So is Rhonda, off at an
               angle from them!  Only Burt is safe on the rock outcrop.

               And the creatures are coming back fast!

               The stranded trio starts back for the outcrop, but the
               creatures burst up ahead of them -- one blocking Rhonda's
               path, the other two cutting Val and Earl off!  The creatures
               roar toward their easy prey!

               Val and Earl freeze.  The ground bulges as the creatures
               "skid" to a halt not ten feet from them.  Rhonda stands stock
               still some fifty feet away, eyeing her own creature.

               Over on the outcrop with the main group of people Heather
               sizes up the situation.

                                          HEATHER
                            Make noise.  Everybody!  COME ON!

               Everyone starts hopping up and down, yelling, screaming, and
               clapping.  Burt even runs a few feet out from the rocks,
               firing a pistol into the dirt.

                                          BURT
                            COME ON, YOU SLIMEBAGS!  OVER HERE!
                            FRESH MEAT...!

               The crowd keeps up the ruckus.  The creatures are distracted
               by the noise, but this time they don't automatically go after
               it.  Their big snouts turn uncertainly this way and that.
               But they just stay where they are.  Their hook-tentacles
               slide out, feeling all around.  Earl whispers:

                                          EARL
                            They're not falling for it!

               Heather takes careful aim with her elephant gun.

                                          HEATHER
                            I'll make'em pay attention
                            goddamnit...

               But before she can fire, the creatures mysteriously sink from
               view.  Val, Rhonda, and Earl remain frozen.  What the hell is
               going on?  Nothing happens -- then --

               A HUGE HUMP OF EARTH suddenly wells up near Rhonda.  It sinks
               back down as fast as it appeared.  It's like the creature
               suddenly lifted its whole body almost to the surface then
               submerged again.  Another hump rises and falls right near Val
               and Earl.  There's a pause as the men whisper:

                                          VAL
                            They're...they're trying to make us
                            move!

                                          EARL
                            Or just knock us over.  Look, use
                            the bomb!

                                          VAL
                            It's out last one.  We can't kill
                            them all.

               The creatures try another random "barrage" of humps, some
               coming perilously close.  They know they'll eventually topple
               their prey.  One comes so close to Val and Earl that pebbles
               roll down its sides into their boots!

                                          EARL
                            Use the fucking bomb!

                                          VAL
                            So, we get back on that rock and in
                            three days we're dead anyway.

                                          EARL
                                   (slowly; terrified)
                            I want to live for the three days.

               More humps rise and fall.  Val gives in.  He signals Rhonda,
               gesturing with the bomb.  She understands.  He'll set it off,
               driving away the creatures, and they'll all run back to the
               outcrop.

               Val digs for the lighter.  Doesn't have it.  Earl digs for
               it, too.  But he doesn't have it either!  They go dead pale.
               How can that be?  They look across fifty feet of deadly open
               ground -- trembling Rhonda holds up the lighter!

               Over on the outcrop, Burt shouts:

                                          BURT
                            What's wrong?  Use the bomb, for
                            Godsake!

               Val signals to Rhonda to throw the lighter.  She nods.  But
               just before she does, A HUMP STARTS RISING DIRECTLY UNDER
               HER!  She fights to keep her balance -- struggling to keep
               from taking that single step which will instantly tell the
               creatures where she is.

               But there's no hope.  The hump jerks higher.  Her boots slip
               down the gravelly side!  Instantly the creature twists toward
               her, its hungry mouth erupting out of the dirt.  She screams
               and dashes for Val and Earl.  They run to meet her.  The
               other creatures surface.  The trio is cut off from the rock
               outcrop!

               Val and Earl link up with Rhonda and they all run madly while
               Rhonda tries to light Val's bomb fuse.  But suddenly Val
               yanks the bomb away.

                                          VAL
                            No wait!  This way!

               He veers off in a new direction.  Startled Earl and Rhonda
               have no choice but to follow.  As they desperately try to
               catch up to Val:

                                          EARL
                                   (gasping)
                            What the hell are you doing?!!

                                          VAL
                            I GOT A GODDAMN PLAN!!

               Earl looks up ahead.  They're headed right for --


         169   EXT.  THE CLIFFS - DAY                                       169

               The massive cliffs.  Earl's eyes bug out.  In seconds they'll
               be right at the brink with nowhere to run.

                                          EARL
                            This better be one great plan!

               As they skid to a stop at the very brink, Val breaks off the
               bomb fuse, leaving only one inch of it.  He whirls to check
               the progress of the advancing creatures.

                                          VAL
                            Get ready!

               He holds the bomb out to Rhonda.  She instantly tries to
               light it.  He grabs her wrist so hard it hurts.

                                          EARL
                            Light it, man!  LIGHT IT!!

                                          VAL
                            Not yet, not yet...

               The charging creatures are almost underfoot.  Finally Val
               pulls Rhonda's hand over to light the fuse.  Instantly he
               hurls the bomb as far as he can, behind the creatures.

                                          EARL
                            Too far!  You threw it behind them!

               The ground opens under their feet!  Tentacles snake toward
               Val and Earl.  A horrid mouth clamps onto Rhonda's boot.  She
               screams as it starts to pull her down.

               WHOOOM!!  The bomb explodes!  The creatures shriek in pain,
               instantly releasing their prey and racing away from the
               painful shock wave in the only direction they can --


         170   EXT.  CLIFFS - WIDE LOW ANGLE - DAY                          170

               Right out through the face of the cliffs!!  The huge,
               shrieking creatures seem to hang in mid-air for a moment,
               their grotesque bodies undulating in pain.  And then they
               fall!  And fall and fall -- a thousand feet!


         171   EXT.  BOTTOM OF CLIFFS - DAY                                 171

               The creatures land on massive jagged rocks, exploding like
               immense, horrid watermelons.  Multi-colored gore festoons the
               whole cliff face.

               TILT UP to see three tiny figures standing at the top of the
               cliff.


         172   EXT.  CLIFFS - DAY                                           172

               Val peers down at the distant creatures for a long time.  Then
               he notices Earl and Rhonda are staring at him.  Where the hell
               did he get an idea like that?  After a moment:

                                          VAL
                            Well, it just suddenly hit me, you
                            know?  Stampede?

               They turn and head back toward the others.  They laugh as
               they realize how stealthily they are walking.  Val starts
               taking big, exaggerated stomping steps.  Rhonda and Earl
               follow suit.  The trio goes off arm in arm, stomping merrily.

                                                               DISSOLVE TO:


         173   EXT.  PERFECTION - MAIN STREET - DAY                         173

               Val and Earl roll two scavenged truck wheels down the street
               toward their own truck; which is up on jacks, two wheels
               missing.

               Mindy races past excitedly.

                                          MINDY
                            Look!

               A highway maintenance truck is rolling into town followed by
               a police car.  The townsfolk happily swarm around the
               MAINTENANCE MEN and POLICE OFFICER who gape at the destroyed
               town.

               Val and Earl eagerly start bolting on one of their new wheels.

                                          EARL
                            Road's in!

                                          VAL
                            Road's in!  Now, soon as we hit
                            Bixby we start making phone calls.
                            We could make some real money off
                            this whole thing, get in People
                            magazine...

                                          EARL
                            People?  Hell, National Geographic.

                                          VAL
                            Sell the movie rights.  We're going
                            straight from blue-collar to white
                            -collar.

                                          EARL
                            Yeah...but no ties.

                                          VAL
                            No ties.

               Rhonda pulls up in her truck, leans out and snaps their
               picture with a top-of-the-line Nikon.

                                          RHONDA
                            Hi, guys.  Burt loaned me his
                            camera.

                                          EARL
                            Howdy, Rhonda.

                                          RHONDA
                            You're really leaving, huh?

                                          EARL
                            You bet.  You gonna be staying up
                            here?

                                          RHONDA
                            Well, yeah!  There's going to be
                            major research up here.  First
                            thing is to get some pictures of
                            that one we dug up.

               An awkward pause.  Finally she extends her hand to them.  Val
               just gives it a quick shake.

                                          RHONDA (cont'd)
                            Uh...well, maybe I'll see you two
                            sometime...
                                   (to Val)
                            And thanks for everything, you
                            know, saving my life and stuff.

                                          VAL
                                   (awkwardly)
                            Well...you're welcome.

               She gazes at him, just a hint of something in her eyes.  Earl
               springs to attention.  Is the boy blind?  Then Rhonda snaps
               out of it.

                                          RHONDA
                            Well...see ya.

               They nod.  She drives off.  Earl stares at Val who starts
               putting the second wheel on the truck.

                                          EARL
                            Christ, Val, maybe she's not your
                            type, but you could, at least, be
                            civil.

                                          VAL
                            Civil?  I'm civil.

                                          EARL
                            You're not civil, you're glum.  We
                            got the world by the tail with a
                            downhill pull and all of a sudden
                            you go glum on me.

               Earl freezes as a bell goes off in his head.

                                          EARL (cont'd)
                            Oh my God.  She got to you.  You do
                            like her!

                                          VAL
                            Somebody paying you to do this?

                                          EARL
                            She just practically asked you for
                            a date.  What the hell is wrong?!

               Val glares at Earl for a moment.

                                          VAL
                            Earl, get real.  What does she need
                            with a guy like me?

               Earl is dumbfounded.

                                          EARL
                            What was that?  All this time she's
                            not good enough for you.  Now,
                            suddenly, you're not good enough for
                            her?  God, my work is never done.
                            You don't decide is you're
                            worthless, she does.  But you gotta
                            give her a chance!

               Val lowers the jack letting the truck down.

                                          VAL
                            Earl, I'm not gonna make a fool of
                            myself!  You got that covered.

               Earl stands there fuming, mind racing.  A last ditch idea
               hits home -- we see a devilish glint in his eye.

                                          EARL
                            Fine, make the mistakes I did.
                            I think I'll just be playing this
                            hand myself.

                                          VAL
                            What?

                                          EARL
                            She likes both of us.  We both
                            helped her out.

                                          VAL
                            You are so full of shit...

                                          EARL
                            Oh yeah?  Think about this:  She
                            ain't as narrow-minded as you.
                            I'll lay odds she's looking for
                            character in a man.  For my part,
                            I'd be proud to have her.  I'd
                            goddamn worship her.

               Earl hops into the truck.

                                          EARL (cont'd)
                            I'm going out there right now, help
                            her take those pictures...set up her
                            seismo-jiggers.  Whatever she
                            wants.  Who the hell knows what'll
                            happen?

               Earl starts to drive off.  Val springs into the passenger
               seat.  Through the truck's rear window we see Val raise his
               hand in The Challenge.  They do a round of scissors-rock-
               paper -- but it's a tie.  They go again.  Another tie.  They
               keep playing and tying as they drive off into the distance
               and we --

                                                                   FADE OUT

                                          THE END




Tremors



Writers :   S. S. Wilson  Brent Maddock
Genres :   Comedy  Horror  Sci-Fi


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