ARAC ATTACK
   (Eight Legged Freaks)


              by

Jesse Alexander & Ellory Elkayem



        July 2000 Draft




    FOR EDUCATIONAL
     PURPOSES ONLY

                      ARAC ATTACK!


FADE IN:

EXT. DESERT - NIGHT

A rabbit hops across rough terrain.


EXT. HIGHWAY (DESERT) - NIGHT

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


INT. THIRD TRUCK (HIGHWAY, DESERT) - NIGHT

A sleepy trucker called PIG PEN drives the third truck.

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

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


EXT. HIGHWAY (DESERT) - NIGHT

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


INT. THIRD TRUCK (HIGHWAY, DESERT) - NIGHT

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

                         PIG PEN
           I will not fear the unexpected.

The rabbit appears in the road, frozen by headlights.

                           PIG PEN
           Ahhhhhhhhhh!

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


EXT. HIGHWAY (DESERT) - NIGHT

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

                                                        2.

INT. THIRD TRUCK (BRIDGE, DESERT) - NIGHT

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


EXT. BRIDGE (DESERT) - THIRD TRUCK - NIGHT

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


EXT. DRAINAGE DITCH - NIGHT

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


EXT. DRAINAGE DITCH - DAY

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

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

                         JOSHUA
          Hey, Mike.   Check this one out.

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

                         MIKE
          He's huge!

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

                         MIKE
          Like what?

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

                                              (CONTINUED)

                                                         3.

CONTINUED:

                              MIKE
             You ate snake?

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

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


EXT. ROAD - JOSHUA'S HOUSE - DAY

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


INT. JOSHUA'S HOUSE - DAY

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

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

                              JOSHUA
             Quiet, bird.     We're working.

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

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

Mike watches Joshua deposit bugs into each spider tank.

                          MIKE
             Yeah. They're definitely getting
             bigger.

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

                                                (CONTINUED)

                                                           4.

CONTINUED:

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

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

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

                           MIKE
             Run, little guys.

                           JOSHUA
             They can't outrun the food chain.

                           MIKE
             I could get away.

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

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

                           MIKE
             Are the new tarantulas in here?

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

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

                           MIKE
             That is too cool.

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

                                                 (CONTINUED)

                                                           5.

CONTINUED:

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

CHARLIE SQUAWKS.

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

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

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

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

                           JOSHUA
             Say hello to Consuela.

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

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

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

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

Suddenly Consuela lunges at the glass.     Mike recoils.

                            MIKE
             Bad!   Bad Consuela!

Consuela backs up, apparently she can be intimidated.

                                                        6.

TARANTULA POV - MIKE

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


BACK TO MIKE

Mike stares into the many eyes of Consuela.

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

CHARLIE SQUAWKS hungrily.    The sound of a CAR HORN.

                        JOSHUA
          There's your mom.

                        MIKE
          See you tomorrow, Joshua!

Mike heads for the door.


EXT. DESERT - DAY

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


INT. MINE SHAFT - DAY

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

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

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

Something sneaks along the floor of the mine behind him.

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

                           CHRIS
          Damn.

                                              (CONTINUED)

                                                          7.

CONTINUED:

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

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

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

                           CHRIS
             Hope you like bologna!



EXT. HIGHWAY - DAY

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


INT. POLICE CAR (HIGHWAY) - DAY

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

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

                           SAM
             Why does he have all those things?

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

                           SAM
             You're givin' me nightmares.

                           MIKE
             Nightmares are cool.

                                                (CONTINUED)

                                                         8.

CONTINUED:

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

Sam hands Mike a small package.

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

                           SAM
             Better late than never.

Mike tears open the box to reveal a Cassiopeia PDA.

                             MIKE
             Rockin'!

                           SAM
             Is that the one you wanted?

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

Mike can't turn on the gizmo.

                             SAM
             What's wrong?

                           MIKE
             He forgot to send the batteries.

                           SAM
                    (annoyed)
             I told him to send batteries.


EXT. DESERT - DAY

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

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

                           BRET
             Hang on, babydoll!

                                                (CONTINUED)

                                                             9.

CONTINUED:

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

                           ASHLEY
             Oh shit.


INT. POLICE CAR (HIGHWAY) - DAY

Sheriff Sam watches intently as the bikes wheelie past.

                           SAM
             Hang on.

                           MIKE
             Why?


EXT. HIGHWAY (DESERT) - DAY

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


EXT. SHOULDER OF HIGHWAY (DESERT) - DAY

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

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

Sam exits the car and approaches.       The bikers dismount.

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

                           LARRY
             Her nine-millimeter gives me a
             stiffy.

                           ASHLEY
             Don't antagonize her, you guys.

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

                                                  (CONTINUED)

                                                            10.

CONTINUED:

                           BRET
             I could always ride her from
             behind.

Larry snickers.     Sam steels her rage.

                           SAM
             You just bought yourself a
             reckless.

Sam begins to write up the ticket.

                           ASHLEY
             Can't you give 'em a break?

                           SAM
             Get in the car, Ashley.       Now.

                              ASHLEY
             But, Mom!

Sam shoots his daughter an intimidating glance.

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

                           SAM
                    (threatening)
             Over my dead body.


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

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

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

                              ASHLEY
             Shut up, dork.


EXT. SHOULDER OF HIGHWAY - DAY

Sam hands Bret the ticket.

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

                                                   (CONTINUED)

                                                           11.

CONTINUED:

                           LARRY
             Your Dad is the Mayor.

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

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

Bret and Larry feel her resolve.

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

The punks remount their bikes.

                           SAM
             I want both wheels on the ground.

The punks REV their BIKES and defiantly wheelie toward
town.


INT. POLICE CAR - DAY

Sam climbs behind the wheel.

                           MIKE
             I read her her rights.

                           SAM
             I can always count on you, Mike.

Sam STARTS the CAR and drives toward town.

                           ASHLEY
             Do you get off on humiliating me?

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

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

                           SAM
             That's what scares me.

                                                 (CONTINUED)

                                                          12.

CONTINUED:

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

                           SAM
             I told you to keep this with you.

Ashley slides the zapper into her backpack.

                           ASHLEY
             You are so over protective.

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

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

                           ASHLEY
             You need to start trusting me.

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

                           ASHLEY
             Why do you hate him so much?

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

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

                           SAM
                    (deeply hurt)
             Thanks for the flashback.

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

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

                                                       13.

INT. PICKUP TRUCK (HIGHWAY) - DAY

Chris drives into town with the RADIO ON.

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

                        CHRIS
          Oh, great.

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

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

                        CHRIS
          Right on.


EXT. MAIN STREET (TOWN) - DAY

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

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

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

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


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

Chris smiles as he listens to the RADIO.

                                              (CONTINUED)

                                                     14.

CONTINUED:

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


EXT. BEVERLY'S HOUSE - DAY

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

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

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


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

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


INT. HARLAN'S TRAILER - DAY

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

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

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

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

                           HARLAN
             They say money doesn't buy
             happiness.

                           WADE
             They probably don't have any.

                                                    15.

INT. POLICE CAR (HIGHWAY) - DAY

Sam and her kids listen to the radio.

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


INT. DINER (MAIN STREET, TOWN) - DAY

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

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


INT. BARBERSHOP (MAIN STREET, TOWN) - DAY

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

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

                        FLOYD
          Yeah, of boredom.


INT. POLICE STATION - DAY

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

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


INT. HARLAN'S TRAILER - DAY

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

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

                                                     16.

INT. PICKUP TRUCK - DAY

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

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

Chris frowns.


INT. POLICE CAR (HIGHWAY) - DAY

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

                          SAM
          Uh-oh.

Sam flips on the SIREN and accelerates.


INT. DINER - DAY

The locals stop eating and look toward the radio.

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


INT. BARBERSHOP - DAY

Floyd and Leroy stare at the radio.

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


INT. PICKUP TRUCK - DAY

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

                                            (CONTINUED)

                                                          17.

CONTINUED:

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


INT. DINER - DAY

The locals watch Chris's pickup speed by.

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


INT. BARBERSHOP - DAY

Floyd and Leroy watch Chris speed by.

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


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

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

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


INT. HARLAN'S TRAILER - DAY

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

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

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

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

                           HARLAN
             We have a surprise guest in the
             studio.

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

                           CHRIS
             My family built this town!

                                                 (CONTINUED)

                                                           18.

CONTINUED:

                           WADE
             Am I supposed to be grateful?

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

                              SAM
             That's enough!

                           CHRIS
             Stay out of this, Sam!

She manhandles Chris toward the door.


EXT. HARLAN'S TRAILER - DAY

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

                           CHRIS
             Did you hear what he said?

                              SAM
             I heard.

                           WADE
             I want him locked up!

                           SAM
             Let's all calm down.

Wade tries to take advantage of the assembled audience.

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

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

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

                                                           19.

CONTINUED:

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

Wade retreats toward his shiny new Hummer.

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

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

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

                           SAM
             Don't take another step.

Chris stares at her.

                           CHRIS
             You're taking his side?

                           SAM
             I'm trying to keep the peace.

                             WADE
             You're crazy!    Just like your
             father!

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

                            CHRIS
                    (sotto)
             He wasn't crazy.

                             SAM
             It's okay.

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

                           ASHLEY
             Maybe you're not gay after all.

                           SAM
             What are you talking about?

                                                 (CONTINUED)

                                                         20.

CONTINUED:

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

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

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

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


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

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

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

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

                           GLADYS
             Did you pop him one?

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

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

                           CHRIS
             I'm not proud of it.

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

                                                (CONTINUED)

                                                           21.

CONTINUED:

                           CHRIS
             I thought you were trying the
             patch.

                           GLADYS
             I am.

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


INT. MUSEUM - LIVING ROOM - DAY

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


INT. MUSEUM - KITCHEN - DAY

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

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

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

                           CHRIS
             That burner's on the fritz again.

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

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

                           GLADYS
             Another vein of iron pyrite?

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

                                                 (CONTINUED)

                                                     22.

CONTINUED:

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

                           CHRIS
             What are you saying?

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

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

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

Chris takes umbrage...

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

A tense beat.

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

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

Gladys steels her fear, patting Chris on the hand.


EXT. TOWN - ESTABLISHING SHOT - DAWN

The sun rises.     The town slowly comes to life.

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

Locals prepare their stores for business.

                                                          23.

INT. JOSHUA'S HOUSE (DESERT) - DAY

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

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

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

                         CHARLIE
          Me so horny.   Me love you long
          time.

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

                        JOSHUA
          Be quiet, bird!

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

                        CHARLIE
          Charlie's in the wire!     Incoming!

Something yanks the parrot O.S.

                        JOSHUA
          Stop screwing around...!

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

                        JOSHUA
          Where'd you go? Consuela?

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

                                                 (CONTINUED)

                                                          24.

CONTINUED:

                           JOSHUA
             Charlie... Semper fidelis.

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


EXT. JOSHUA'S HOUSE (DESERT) - DAY

SCREAMS and the sounds of BREAKING GLASS come from
within.


EXT. PALMER HOUSE (TOWN) - DAY

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


INT. PICKUP TRUCK - OUTSIDE PALMER HOUSE - DAY

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


INT. PALMER HOUSE - BATHROOM - DAY

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

                              SAM
             Work it, babe.


INT. PALMER HOUSE - HALLWAY - DAY

Sam comes out of the bathroom dressed in her uniform.

                           SAM
             It's all yours.

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

                              ASHLEY (O.S.)
             Ladies first.

                                                (CONTINUED)

                                                      25.

CONTINUED:

                           MIKE
             What's your excuse!?

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

                           SAM
             You still want a ride, Mike?

                           MIKE
             I'm just going to the mall.

                           SAM
             Have fun.

Mike heads down the hallway and out of the house.


INT. PALMER HOUSE - BATHROOM - DAY

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


INT. BATHROOM - SHOWER - DAY

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

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

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

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

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

                                            (CONTINUED)

                                                     26.

CONTINUED:

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

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

                          SAM
             Now what?

Ashley just screams.


INT. HANK AND EMMA'S HOME - DAY

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

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

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

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

                           HANK
             I want to finish before I go to
             work.

                           EMMA
             You've been saying that for six
             months!

                           HANK
             I can't finish if you keep
             interrupting!

Hanks RESTARTS the SAW as Emma staggers into the kitchen.

                                                         27.

INT. REMODELED HOUSE - KITCHEN - DAY

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


INT. REMODELED HOUSE - LIVING ROOM - DAY

Emma comes back in and UNPLUGS the noisy SAW.

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

                        EMMA
          Have you seen Zeke this morning?

                        HANK
          He was chasing something earlier.

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

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

                         HANK
          Hey, Zeke.   Breakfast is ready.

                        EMMA
          I'll get the tuna.

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

                           HANK
          Zeke?

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

                        EMMA
          What's wrong with him?

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

                           HANK & EMMA
          Zeke!?   Zeke!    Zeke!

                                                (CONTINUED)

                                                       28.

CONTINUED:

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

Hank tears open the drywall, reaching for his cat.

                           HANK
             I've got him by the tail.

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


EXT. MALL - DAY

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


INT. MALL (PROSPERITY) - DAY

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

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

Mike comes over to this goatee'd rascal.

                           NORMAN
             Wanna buy some smoke?

                           MIKE
             A pack of cigarettes?

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

                           MIKE
             Where's this secret location?

                                              (CONTINUED)

                                                                29.

CONTINUED:

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

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

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

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


INT. HOME AND GARDEN STORE - DAY

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

                           CLERK
             The bug spray is on aisle five!

                              MIKE
             What?

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

Mike grabs some batteries and lays them on the counter.

                              CLERK
             Oh.     I thought you wanted...

An OLD LADY walks past.

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

                              CLERK
             Aisle five!

The Clerk grabs the PA's microphone.

                                                   (CONTINUED)

                                                    30.

CONTINUED:

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

He returns his attention to Mike.

                           CLERK
             That'll be three fifty-two.

Mike pays the man.

                           MIKE
             Where's aisle five?

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


EXT. BEVERLY'S HOUSE (TOWN) - DAY

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

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

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

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

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

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

                                                        31.

EXT. STREET (TOWN) - DAY

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


EXT. JOSHUA'S HOUSE (DESERT) - DAY

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


INT. JOSHUA'S HOUSE - DAY

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

                         MIKE
          Hello?   Joshua? Charlie?

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

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

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

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

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


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

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

                                           (CONTINUED)

                                                       32.

CONTINUED:

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

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

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

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

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


EXT. MINE SHAFT - DAY

Chris's pickup is parked outside another mine shaft.


INT. MINE TUNNEL - DAY

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

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

Suddenly dozens of RATS burst from the darkness.


EXT. MINE SHAFT - DAY

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

Chris looks back toward the gaping mouth of the tunnel.

                           CHRIS
             What am I, the Pied Piper...

                                                        33.

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

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

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


EXT. MAIN STREET (TOWN) - DAY

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


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

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


INT. POLICE STATION - DAY

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

                         SAM
          Quiet!   Quiet please!

The mob is not listening.

                        BEVERLY
          They were clogging up my house!

                        EMMA
          I want to know what killed Zeke!

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

Deputy Pete whistles at top volume.   Everybody shuts up.

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

                        TRAVIS
          What about my dog?

                                              (CONTINUED)

                                                     34.

CONTINUED:

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

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

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

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

                           MIKE
             But Joshua is gone!

                           SAM
             Maybe he's out looking for his
             spiders?

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

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

The PHONE RINGS.     Sam answers it.

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

OFF Mike's look.


EXT. WADE'S RANCH - DIRT DRIVEWAY - DAY

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

                                                       35.

EXT. WADE'S RANCH - RANCH HOUSE - DAY

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

                        WADE
          Came out to feed my birds this
          morning.

                         SAM
          Coyotes?

                         WADE
          Hell no!

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

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

                        SAM
          All this happened last night?

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

Sam gestures toward the BARKING DOG.

                        SAM
          What about him?

                         WADE
          Not a peep.

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

The DOG watches his progress.    BARKING excitedly.

Sam talks to Wade.

                        SAM
          How's the ostrich business?

                        WADE
          Not so good lately.

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

                                             (CONTINUED)

                                                       36.

CONTINUED:

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

                           SAM
             These birds are insured.   Right?

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

Mike looks back to see his mom confronting Wade.

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

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

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

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

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

Mike peers into a deep dark burrow three feet wide.


INT. UNDERGROUND BURROW - DAY

Twenty feet down the shaft.     A shape moves.


TRAPDOOR SPIDER POV - MIKE

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


EXT. WADE'S RANCH - OSTRICH PEN - DAY

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

                                                        37.

INT. UNDERGROUND BURROW - DAY

A dark shape inches up the burrow toward Mike.


EXT. WADE'S RANCH - OSTRICH PEN - DAY

Mike is oblivious as he peers into the dark.


EXT. WADE'S RANCH - RANCH HOUSE - DAY

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


EXT. WADE'S RANCH - OSTRICH PEN - DAY

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


INT. UNDERGROUND BURROW - TRAPDOOR SPIDER POV - MIKE

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


EXT. WADE'S RANCH - OSTRICH PEN - DAY

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

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

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

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


EXT. WADE'S RANCH - DIRT DRIVEWAY - DAY

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

                        WADE
          I need to know what happened to my
          birds!

                                              (CONTINUED)

                                                         38.

CONTINUED:

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

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


INT. POLICE CAR (DIRT DRIVEWAY) - DAY

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

                           MIKE
             We have to go back.

                           SAM
             Mike?

                           MIKE
             That was a trapdoor spider's
             burrow.

                           SAM
             What are you talking about?

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

Mike glances out the window at the dog running nearby.

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

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

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

                                                (CONTINUED)

                                                            39.

CONTINUED:

                           SAM
             Have you been overdosing your
             Ritalin?

She checks him for a fever.


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

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


INT. POLICE CAR (DIRT DRIVEWAY) - DAY

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

                           MIKE
             Maybe I am losing it...

He checks himself for a fever.


INT. ABANDONED TRUCK STOP (DESERT) - DAY

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

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


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

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

                           ASHLEY
             Woo-hoo!

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

                           ASHLEY
             Haven't you had enough of that?

                                                (CONTINUED)

                                                           40.

CONTINUED:

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

He coughs and they both laugh.

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

Ashley is silent.

                           BRET
             Are you still thinking about going
             away?

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

                           BRET
             Not if you keep hanging out with
             me.

                              ASHLEY
             Thanks, Mom.

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

                              ASHLEY
             Slow down...

Bret persists.       Ashley climbs off of him.

                           BRET
             I thought you loved me.

                              ASHLEY
             I do!

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

                           ASHLEY
             I don't feel...

                                                  (CONTINUED)

                                                            41.

CONTINUED:

                            BRET
             What?

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

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

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

                           BRET
             Tammy and Larry do it every night!

                           ASHLEY
             Then call them! Have a menage a
             trois!

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

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

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

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

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


EXT. BEHIND TRUCK STOP - DAY

Bret twitches on the ground.

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

                                                 (CONTINUED)

                                                            42.

CONTINUED:

Ashley watches from the truck.

                           ASHLEY
             I told you to back off!

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

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

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

                             BRET
             Ashley, wait!

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

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

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

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

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

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

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

                                                         43.

EXT. TRUCK STOP - PARKING LOT - DAY

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

                          LARRY
            Dude, did you piss in your pants?

                           RANDY
            Ha-ha!   Bret pissed his pants!

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

                          BRET
            Get out of here! They're coming!

                          RANDY
            The only one coming is you, dude.

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

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

                           BRET
            Ride!

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


EXT. SAND DUNES - DAY

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

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

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

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

                                                (CONTINUED)

                                                        44.

CONTINUED:

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


EXT. HIGHWAY - DAY

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


INT. THIRD TRUCK - HIGHWAY - DAY

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

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

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

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


EXT. HIGHWAY - DAY

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


INT. PALMER HOUSE - MIKE'S ROOM - DAY

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

                               MIKE
             Hello?   Hello?

The line is dead.

                                                     45.

EXT. DESERT - DAY

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


INT HORIZONTAL MINE SHAFT - DAY

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

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


EXT. MAIN STREET (TOWN) - DAY

Several locals put up more signs for missing pets.


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

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

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

                        WADE
          Just give me the usual.

                        WAITRESS
          One ostrich steak, comin' up.

Wade reacts glumly to the word "ostrich."


INT. MUSEUM - KITCHEN - DAY

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

                                            (CONTINUED)

                                                       46.

CONTINUED:

                           GLADYS
             What are you doing home?

                           CHRIS
             Need some rat traps.

                           GLADYS
             Try the basement.

                           CHRIS
             What is all this?

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

                           CHRIS
             I'll have mine without Nicotine.

                           GLADYS
             Not as good that way.

Chris goes through a nearby door to the basement.


INT. MUSEUM - BASEMENT - DAY

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

                           CHRIS
             Rats...

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

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

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

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

                                                       47.

INT. MUSEUM - DAY

Chris passes through the kitchen.    He eyes Gladys warily.

                        CHRIS
          Have you been smoking?

                        GLADYS
          No.

Smoke pours out of her nostrils.

                        CHRIS
          Gladys...

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

Chris starts out.

                        GLADYS
          Sam called for you.

Chris hesitates.

                        GLADYS
          She wants you to come by the
          station.

                        CHRIS
          She really has it in for me.

                        GLADYS
          Oh please.

                        CHRIS
          What?

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

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

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

                        CHRIS
          Too much information.

                                             (CONTINUED)

                                                          48.

CONTINUED:

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

                           CHRIS
             This is where I throw up.

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

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

                           GLADYS
             See you for dinner.

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


INT. POLICE STATION - DAY

Sam is on the phone at her desk.

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

Chris enters.

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

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

                           SAM
             I wanted to ask you...

                           CHRIS
             On a date?

Sam freezes for a second.     Chris laughs.

                                                 (CONTINUED)

                                                           49.

CONTINUED:

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

                           SAM
             Have you noticed anything strange
             in the mines?

                           CHRIS
             Define strange.

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

                           CHRIS
             How about stampeding rats?

                           SAM
             Were they running away from
             something?

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

Sam thinks this over.

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

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

                           CHRIS
             Only if you're going to say yes.

Sam smiles slightly.


INT. MUSEUM - KITCHEN - DAY

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

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

                                                 (CONTINUED)

                                                        50.

CONTINUED:

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

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

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

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

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

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

The fire grows more intense, spreading quickly.


INT. POLICE STATION - DAY

                           CHRIS
             So that's a 'No.'

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

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

Deputy Pete throws open the door.

                                              (CONTINUED)

                                                           51.

CONTINUED:

                           PETE
             The museum's on fire!

OFF Chris's look.


EXT. BURNING MUSEUM - DAY

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

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

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

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


EXT. MUSEUM - DAY (LATER)

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

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

                           SAM
             Maybe she got out.

Sam puts a comforting hand on his shoulder.

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

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

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

                                                 (CONTINUED)

                                                            52.

CONTINUED:

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

                           TRAVIS
             Get away from there, Mike!

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

                             MIKE
             Holy God...

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

                             MIKE
             Mom!   Wait!


EXT. PALMER HOUSE - DUSK

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


INT. PALMER HOUSE - DAY

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

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

Ashley watches intently.       The patient is revived.

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

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

                             SAM
             Is Bret here?

                             ASHLEY
             No.

                           SAM
             Then why is his truck out front?

                                                  (CONTINUED)

                                                             53.

CONTINUED:

                           ASHLEY
             Don't worry about it.

                           SAM
             What do you mean?     What happened?

                            ASHLEY
             Nothing.

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

                           ASHLEY
             Nothing happened, alright!

Ashley runs off to her room.       Sam follows.

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

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

                           MIKE
             Spiders shed their skins when they
             grow.

Chris looks at Mike for a moment.

                            MIKE
             Like snakes.

                           CHRIS
             Gladys is dead.

Chris drinks vodka straight from the bottle.

                            MIKE
             Maybe not.

That got Chris's attention.

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

                           CHRIS
             It's a little large.

                                                    (CONTINUED)

                                                             54.

CONTINUED:

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

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

Sam enters the room in time to overhear this.

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

Chris looks up at Sam.

                           CHRIS
             They keep their food alive.

Mike hands his mother the new piece of exoskeleton.

                             SAM
             What is this?

                           MIKE
             A spider's leg!

Sam flinches, dropping the object to the floor.

                             MIKE
             Careful!

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

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

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

                           SAM
             Giant tarantulas?

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

                                                 (CONTINUED)

                                                           55.

CONTINUED:

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

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

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


EXT. TOWN - DUSK

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


INT. PALMER HOUSE - GARAGE - DAY

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

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

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

                           CHRIS
             That one looks kind of scratchy.

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

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

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

                                                 (CONTINUED)

                                                          56.

CONTINUED:

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

Chris moves behind the car and takes off his pants.

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

                           SAM
             I'm sorry, Chris.

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

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

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

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

                           CHRIS
             Remind me never to let you do my
             laundry.

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

                           SAM
             They look great.


INT. ASHLEY'S ROOM - SUNSET

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

                                                 (CONTINUED)

                                                       57.

CONTINUED:

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

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


INT. MIKE'S ROOM - DUSK

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

                           MIKE
             Can't you turn that down?!


INT. ASHLEY'S ROOM - DUSK

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

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

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

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

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


INT. GARAGE - NIGHT

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

                                                     58.

INT. HALLWAY - NIGHT

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


INT. ASHLEY'S ROOM - NIGHT

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

                         MIKE
          Wow!   A scytodes spitter!

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

                        ASHLEY
          Where are you going?


INT. SAM'S BEDROOM - NIGHT

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


INT. ASHLEY'S ROOM - NIGHT

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

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

                         ASHLEY
          No shit!

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

                        ASHLEY
          Use my stun g...

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

                                           (CONTINUED)

                                                       59.

CONTINUED:

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

                           CHRIS
             I'll keep that in mind.

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


INT. SAM'S BEDROOM - NIGHT

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


INT. ASHLEY'S ROOM - NIGHT

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

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

                           CHRIS
             How am I supposed to do that!?

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

                           CHRIS
             I'm gonna need some new pants.


INT. LIVING ROOM - NIGHT

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

                                              (CONTINUED)

                                                             60.

CONTINUED:

                           SAM
             Ever used one of these?

                           CHRIS
             I'm a fast learner.

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

Ashley uses scissors to cut web out of her hair.

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

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

Ashley is about to hyperventilate.

                           SAM
             Calm down, baby.

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

                           SAM
             I won't let anything happen to
             you.

Sam ka-chacks a fresh round into her shotgun.

                           CHRIS
             What other spiders did Joshua
             have?

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

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

Sam checks the phone.     It's dead.

                           SAM
             We need to warn people.

                           CHRIS
             How about the radio station?

                                                   (CONTINUED)

                                                                61.

CONTINUED:

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

                             ASHLEY
             Outside?    You want to go outside?


EXT. RESIDENTIAL STREET - PALMER HOUSE- NIGHT

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

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

                             SAM
             It's okay...

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


EXT. STREETS (TOWN) - NIGHT

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


EXT. HARLAN'S TRAILER - NIGHT

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


INT. HARLAN'S TRAILER - NIGHT

Harlan is broadcasting.

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

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

                           SAM
             We need to make an emergency
             broadcast.

                                                   (CONTINUED)

                                                        62.

CONTINUED:

                              HARLAN
             What happened?

                           MIKE
             Giant spider invasion.

Harlan's jaw drops.    Sam takes the microphone.

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

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


EXT. STREET (TOWN) - NIGHT

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

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


INT. HOUSE - LIVING ROOM - NIGHT

This funky old couple relaxes in their LaZee-Boys.

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

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


EXT. HANK AND EMMA'S HOME - NIGHT

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

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

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

                                                        63.

INT. BARBERSHOP - NIGHT

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

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


INT. DINER - NIGHT

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


EXT. HOUSE - NIGHT

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


INT. HARLAN'S TRAILER - NIGHT

Harlan has donned a vintage football helmet and pads.

                          CHRIS
          The mall?

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

                        ASHLEY
          You just said giant spider on the
          air.

Sam sees the microphone is keyed.

                        HARLAN
          Now that's great radio!

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

Harlan notices long spider legs passing the window.

                          HARLAN
          The aliens!

                                                       64.

EXT. HARLAN'S TRAILER - NIGHT

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

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

                        CHRIS
          Let's try for the mall.

Sam leads the others toward town.


EXT. MAIN STREET - NIGHT

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

                        CHRIS
          My truck's at the museum.

                           SAM
          Your keys?

                        CHRIS
          In my other pants.

                           MIKE
          Look out!

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

                          HARLAN
          Stop!    Take us with you!

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

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


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

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

                                                          65.

EXT. ALLEY (TOWN) - NIGHT

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

                            WADE
          No!     Please!

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

                            WADE
          Thank you!

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

                            MIKE
          You stink.

                        WADE
                 (to Ashley)
          Have you seen Bret?

                        ASHLEY
          He was out at the dunes.

                          SAM
          Go ahead.    I've got your butt.

                            CHRIS
          What?

                          SAM
          Your back!    I've got your back!

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


EXT. MAIN STREET - NIGHT

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


EXT. DESERT (NEAR MALL) - NIGHT

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

                                                (CONTINUED)

                                                            66.

CONTINUED:

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

                             MIKE
             Trapdoors!    They're all around us!

                           SAM
             How can we spot them?

Mike consults his Cassiopeia.

                           MIKE
             I didn't download that part!

                             ASHLEY
             You dork!

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

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

He is dragged back underground.

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

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

                             CHRIS
             Keep going!

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

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

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

                                                       67.

EXT. MALL ENTRANCE - NIGHT

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

                        ASHLEY
          There's someone inside!

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

                          NORMAN
          We're closed.

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

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

                        SAM
          Open this goddamn door!

                          NORMAN
          Yes, ma'am.

Norman unlocks the door and lets the group in.


INT. MALL - NIGHT

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

                        MIKE
          Get away from the doors!

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

                        MIKE
          Glass won't stop them!

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

                          SAM
          The gates!    Close the gates!

                                              (CONTINUED)

                                                        68.

CONTINUED:

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

                           ASHLEY
             Mom!

                           MIKE
             Hurry up!

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

                           SAM
             Shut the other entrances!

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


INT. MALL - SOUTH ENTRANCE - NIGHT

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

                           NORMAN
             Trick or treat.

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


INT. HOME AND GARDEN STORE (MALL) - NIGHT

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

Chris goes to where Sam doles out the few firearms.

                           CHRIS
             We're sealed up at both ends.

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

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

                                             (CONTINUED)

                                                          69.

CONTINUED:

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

                           WADE
             Watch it!

                           CHRIS
             Like that?

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

                           SAM
             Try not to cut yourself.


INT. MALL - NIGHT

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


INT. MALL - NORTH ENTRANCE - NIGHT

                           WADE
             Why didn't we see them earlier?

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

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

                           MIKE
             We won't make it that long.

                           ASHLEY
             They're gonna come in after us?

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

                           HANK
             Someone should go out and get
             help.

                                                 (CONTINUED)

                                                           70.

CONTINUED:

                             EMMA
             You go, Sam.

                             SAM
             Me?

                           WADE
             You're the sheriff.

                           SAM
             I don't have that many handcuffs.

                           PETE
             What about the police radio?

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

                           CHRIS
             Radio Shack is full of cell
             phones.

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

                             HARLAN
             My antenna...

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

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

                             WADE
             Great idea.    You should do that.

                           CHRIS
             I'll cover you, Harlan.


INT. MALL - NIGHT

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

                                                  (CONTINUED)

                                                          71.

CONTINUED:

                           SAM
             Are you sure you can handle this?

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

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

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

Wade holds open the nearby access door.

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

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

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

                           SAM
             No way.


INT. MALL - ACCESS STAIRS - NIGHT

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

                           CHRIS
             Don't even think about locking
             this door.

                           WADE
             I'll be right here waiting.

Wade slowly opens the roof door.


EXT. MALL - ROOF - NIGHT

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

                                                 (CONTINUED)

                                                          72.

CONTINUED:

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

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

                           CHRIS
             It looks clear.

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


INT. VICTORIA'S SECRET - MALL - NIGHT

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

                           ASHLEY
             I didn't know you wore cologne.

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

Sam steps in through the door.

                           SAM
             Let's stay together, guys.

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

                            SAM
             Move it!

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

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


EXT. MALL - ROOF - ANTENNA - NIGHT

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


EXT. MALL - ROOF - NIGHT

Chris sees spiders flood onto the roof.

                                                 (CONTINUED)

                                                           73.

CONTINUED:

                           CHRIS
             We've got company!

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

                           CHRIS
             This always looks so easy on TV!

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


EXT. MALL - ROOF - ANTENNA - NIGHT

Harlan checks the phone.

                           HARLAN
             I've got a signal!

He dials 911.


EXT. MALL - ROOF - NIGHT

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

                           CHRIS
             They're coming!


EXT. MALL - ROOF - ANTENNA - NIGHT

Harlan is on the phone.       He hears...

                              OPERATOR (V.O.)
             911 Emergency.

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

Chris yells up to him.

                            CHRIS
             No!   Don't say that!

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

                                                 (CONTINUED)

                                                             74.

CONTINUED:

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

                              CHRIS
             What happened?

                           HARLAN
             They didn't believe me!

                              CHRIS
             What a shock!     Try again!

The spiders are closing in as Harlan re-dials.

                              OPERATOR (V.O.)
             911 Emergency.

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

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

CLICK.

                           HARLAN
             She hung up on me!

                              CHRIS
             Climb!

Chris FIRES the SHOTGUN.       The spiders are closing in.


INT. MALL - NIGHT

Sam gazes up at the skylight. She can see the silhouette
of Chris and Harlan climbing the antenna. Pursued by
spiders.

                              SAM
                    (sotto)
             Oh my God...

Ashley screams in horror nearby.

                           ASHLEY
             They're inside!

                                                 (CONTINUED)

                                                            75.

CONTINUED:

Sam whirls to see Ashley pointing at several spiders
coming out of Victoria's Secret. Sam runs over to fight
them.

                             WADE
             Over here!

He faces off against more spiders coming through the Home
and Garden store.


EXT. MALL - ROOF - ANTENNA - NIGHT

Harlan is at the top. Chris is a bit lower. The spiders
are still coming. Chris SHOOTS at them. His GUN RUNS
DRY. He flips it around and butt-strokes an approaching
arac.

A spider fires a web at Harlan.       Nails the poor guy.   And
drags him off the antenna.

Harlan falls off the antenna, back toward the spiders.
Chris reaches out and grabs him. Holding Harlan's hand.

                             CHRIS
             I've got you!

Harlan makes eye-contact with Chris.       They're both about
to be killed unless...

                           HARLAN
             Defend the human race!

                             CHRIS
             No!

Harlan jerks away from Chris's hand. He cannonballs down
into the horde of spiders. Splattering several of the
beasts along with himself.

Chris throws the useless shotgun at an approaching arac
and climbs even higher. He pulls out his machete and
begins hacking at the guide-wires that hold the antenna
upright.

The spiders close in. Chris slices one wire. The
antenna quivers. Chris slices another wire. The antenna
shakes.


INT. MALL - NIGHT

Deputy Pete is standing with Sam and the kids when he's
jerked off his feet and hauled into the maw of an
arachnid.
                                           (CONTINUED)

                                                          76.

CONTINUED:

                               SAM
             Ashley!   Mike!

She sees Mike and Ashley avoid an arac by taking refuge
inside the tunnels of the jungle gym.

Sam FIRES the GUNS like Annie Oakley, putting spiders
down left and right, trying to reach her kids.

Floyd the barber confronts a spider with his chain-saw.

                           FLOYD
             Having a bad hair day?!

The spider charges.     Floyd slices its legs off.

                           FLOYD
             How about a little off the top!

He slices another arac.


EXT. MALL - ROOF - ANTENNA - NIGHT

Chris dodges a spider's webline.       Several more come at
him.

                           CHRIS
             You're going down!

Chris cuts the last wire and hikes out over the skylight.
The antenna keels over. Chris hangs tight as he drops
toward the glass.


INT. MALL - NIGHT

Sam looks up to   see Chris come crashing down through the
skylight on the   antenna. The antenna tilts in at a sixty
degree angle.    Chris hangs off the end. Orb weavers ride
their weblines   down to the floor of the mall.

Mike peeks out from the top of the jungle gym. He sees a
hundred spiders coming in on webs. Flooding out of the
stores. The devil-spawned monsters are everywhere!

                               MIKE
             Arac attack!

Chris leaps from the antenna to a nearby web. He slides
down it like a pole, squashing the orb weaver at the
bottom. Sam runs to his side.

                                                (CONTINUED)

                                                      77.

CONTINUED:

                           SAM
             Did you get help?!    Is anybody
             coming!?

                           CHRIS
             We're on our own!

Sam tosses him a gun and they head toward the jungle gym.

The waitress roller-skates away from the spiders. She
slaloms clear of several spitters. But gets tackled by a
jumper.


INT. MALL - JUNGLE GYM

Ashley and Mike are hiding.

                           ASHLEY
             I can't stay in here!

Ashley starts to move out   of the tube. She discovers the
end has been covered with   web. She pushes it. Something
on the other side pushes   back. Ashley scrambles back.
Mike is already moving.    The kids flee through the tubes
to get away.

                           ASHLEY
             What are they doing?

                           MIKE
                    (checks Cassiopeia)
             They're trapping us like ants in a
             log! Once they have all the exits
             blocked, they'll come in through
             the last one!

They see a way out, head for that exit, only to find a
spider coming through it. Mike tosses one of his perfume
grenades at the spider, covering their retreat.

Another spider comes after them through one of the tubes.
Mike chucks another perfume bottle. The spider cowers.

                           MIKE
             We've gotta go!

Ashley finds a hole that leads to the slide.

                           ASHLEY
             Here!

She starts down with Mike close behind. A large spider
looms at the end. Ashley tries to arrest her slide. But
it's no use. At the last second Sam's boot kicks the
arachnid clear.

                                                       78.

INT. MALL - NIGHT

Ashley and Mike pour out of the slide. Chris and Sam
finish off the spider and then run with the kids.

Emma runs parallel to them across the playground's
sandbox. Only to be yanked under by a trapdoor spider.

Hank sees this and goes after the spiders with all his
tools. Getting revenge with a nail gun in each hand.

                        HANK
          It's tool time!

Floyd is still going crazy, slicing spiders with his
chain-saw, he lets out a victorious yell until a hungry
spider descends on him from above and knocks him to the
floor.

Chris passes a clothing store displaying Levi 501s.    He
stops for a moment to look at the jeans.

                        SAM (O.S.)
          Chris!

Chris continues on.

All of the survivors meet in the middle of the mall and
prepare for Custer's last stand. Spiders charge from all
directions.

Mike throws his perfume grenades. Sam and Chris SHOOT.
Others use their make-shift weapons.

Norman pulls out a joint and sparks it.    Mike sees this
and gets an idea.

                        MIKE
          Where do you grow your weed?!

                        NORMAN
          Dude, if I tell you, I have to
          kill you.

Norman takes a hit on his reefer.

                        MIKE
          They're going to kill us, you
          stoner!

Norman sees the army of spiders closing in.

                        NORMAN
          Over here!

                                              (CONTINUED)

                                                           79.

CONTINUED:

Norman opens    an access door. Sam and the other survivors
run over and    crowd through it. Norman shuts the door
behind them.     The groups of pursuing spiders collide and
begin ripping    each other to pieces in a feeding frenzy.


INT. MALL - ACCESS STAIRS - NIGHT

Norman leads the survivors down the tight hallway.

                           WADE
             Where are you taking us?

                              NORMAN
             To Shangri-la.


INT. MALL - BASEMENT POT ROOM - NIGHT

Norman leads the survivors into a basement room full of
pot paraphernalia. Hookahs. Weed growing in hydroponic
units under battery powered lights. Psychedelic posters.

                           NORMAN
             You aren't going to arrest me for
             this are you?

                              SAM
             Not today.

The group can hear SPIDERS BASHING at the upstairs door.

                           WADE
                    (to Norman)
             Oh great! Now you've trapped us!

Chris moves to the bottom of the stairs.

                           CHRIS
             We should be able to hold them off
             for a little while.

Suddenly a loud BANGING ERUPTS on the wall behind them.

                           ASHLEY
             They're coming through the wall!

The group tightens up. Back to back. Ready for the end.
Suddenly a human hand punches through the wall.

                              CHRIS
             What the hell?

                                                 (CONTINUED)

                                                      80.

CONTINUED:

Bret Hale rips through the drywall. Filthy but alive.
Standing in a horizontal mine shaft. He sees Sam's gun
pointed right at him.

                           BRET
             I didn't touch her!     I swear!

Sam looks at Ashley.

                           ASHLEY
             Don't waste your bullets.

Wade embraces his son.

                           WADE
             I thought you were a goner, boy!

Chris steps to the opening for a closer look at the mine.

                           CHRIS
             We can get out this way!

                           ASHLEY
             Aren't the spiders in there?

                           MIKE
             Not until daylight.

The BANGING on the upper door gets more INTENSE.

Norman grabs a flashlight and a bunch of battery powered
grow lights from his weed farm. He passes them out to
the group.

Chris takes the flashlight and leads the way into the
mine shaft. Bret is shocked as the others follow him.
The group uses the grow lights, and flashlights.

                           BRET
             You're going back in there?!       Are
             you all crazy!?

                              WADE
             Come on, Bret!

                            BRET
             No way!   I'm not going!

Bret is alone in the room as the upper DOOR IMPLODES and
spiders flood downstairs. Bret dives through the
opening.

                                                     81.

INT. MINE TUNNEL - NIGHT

Bret runs past Sam and Chris. Sam FIRES her SHOTGUN at
the first spider that enters the tunnel. Her GUN CLICKS
DRY. She un-holsters her PISTOLS and FIRES.

                           CHRIS
          Cover me!

                        SAM
          What are you going to do?!

Chris uses the machete to cleave into the tunnel's upper
support beam. More spiders come into the tunnel. Sam
FIRES desperately. Chris keeps on hacking.

                           SAM
          Hurry!

Sam's GUNS CLICK DRY. Spiders charge. Chris swings the
machete hard. The ROOF COLLAPSES onto the attacking
spiders.

Chris and Sam leap back. Landing in a heap. Clouds of
dust swirl around them. They are tangled up for an
awkward beat. Their faces just inches from each other...

                        SAM
          Hold that thought.

They manage to disengage and move on.


INT. MINE TUNNEL - NIGHT

Chris and Sam move toward the bobbing lights of the few
remaining survivors.

                        WADE
          We're trapped again!

                        CHRIS
          At least they can't follow us.

                        SAM
          Which way do we go?

                        CHRIS
          I think we're in one of the old
          tunnels.

                        SAM
          Can you get us out of here?

                        CHRIS
          Don't worry, Sam.

Chris takes point with the others following nervously.

                                                       82.

INT. MINES - JUNCTION - NIGHT

A boarded-up shaft entrance. Suddenly the WOOD
SPLINTERS. Chris and the others bash through. They file
into a slightly more open area with two branching
tunnels. The place is stacked from floor to ceiling with
barrels of toxic waste.

                        CHRIS
          I don't believe it...

Mike recognizes the BioHazard warning label he saw on the
barrel in the drainage ditch.

                        MIKE
          I've seen one of these before!

                           ASHLEY
          What are they?

                           CHRIS
          Toxic waste.

                        SAM
          Where did you see it, Mike?

                        MIKE
          The creek where Joshua gets his
          spider food. There was one in the
          water.

Chris starts toward the sloping tunnel.

                        CHRIS
          We can get out this way!

                        BRET
          No, we can't.
                 (turns to Wade)
          Isn't that tunnel blocked off,
          Dad?

Chris and the others look at Wade.

                        WADE
          Uh... yeah... he's right.   We
          can't get out that way.

                           CHRIS
          You did this?

                        WADE
          I knew you'd never sell... We're
          under my property so...

                                             (CONTINUED)

                                                          83.

CONTINUED:

                           SAM
             You put all of us at risk.

                           WADE
             I didn't have a choice! I was
             broke! They gave me a hundred
             grand!

Sam punches him.     Knocking Wade to the ground.

                           SAM
             I think our lives are worth a
             little more than that.

                           CHRIS
             We're wasting time.

Chris heads toward the only exit available. The others
follow. Wade staggers to his feet. Stumbling after
them.


INT. MINE TUNNEL - NIGHT

Chris leads the group down a tunnel. They come across
bits of vintage mining gear. A string of old light bulbs
runs along the roof into both tunnels.

                           CHRIS
             One end of these lights should be
             connected to a generator. That'll
             be near the entrance.

They continue down the tunnel.     Entering...


INT. MINES - TARANTULA DEN - NIGHT

A large cavern. Animal carcasses litter the ground.
Some human remains. Dead pets. Dead ostriches.

                           WADE
             My birds! You see, Sam? I wasn't
             lying! That's what I can put on
             the insurance form... giant
             spiders!

                           ASHLEY
             Ewww... what's that smell?

The others are reacting strongly.

                                                 (CONTINUED)

                                                          84.

CONTINUED:

                            CHRIS
             Methane.   This cavern is full of
             gas.

                           ASHLEY
             What does that mean?

                           CHRIS
             One spark and we're all dead.

Norman swallows his glowing joint.

Chris shines his flashlight on a pile of mummy bundles.

                           MIKE
             That's what I was talking about,
             Chris. Presents from the male
             tarantula to the female.

                           BRET
             So the female's around here?

Bret looks around nervously.

The group moves closer. They sine their lights on a
horrifying sight. Joshua's corpse is a deflated flesh
balloon. Yellowed teeth sneer from a shattered skull.
He's completely desiccated. Every ounce of liquid
drained away.

Mike hides his eyes.     Ashley comforts him.

                           SAM
             That one just moved!

Chris runs over and slices it open with his machete.       The
web comes away to reveal a human hand.

                           CHRIS
             There's somebody in here!

Chris cuts away more web as the other survivors help.
They finally reveal Gladys.

                            CHRIS
             Gladys!

The woman's body begins to spasm.

                           CHRIS
             Gladys, please...
                    (to the others)
             Can anybody help her?!

                                                 (CONTINUED)

                                                               85.

CONTINUED:

Suddenly Ashley pushes her way forward.

                           ASHLEY
             Her breathing is shallow.       She's
             going into arrest.

Ashley proceeds with CPR. Just like she saw on TV.
Suddenly Gladys snaps out of it. Gasping for air.

                             CHRIS
             It's okay.    It's okay.

Gladys starts to get a grip. Trying to focus on Chris.
From this angle Chris look like he has a golden halo.

                             GLADYS
             Am I... dead?

                             CHRIS
             You're okay.

                           GLADYS
             I'm not in heaven?

                             CHRIS
             No...

                           GLADYS
             Then what's with all the gold?

Gladys points behind Chris's head to the wall of the
cavern. The group turns their lights on it. The
reflection is dazzling. Veins of gold criss-cross the
cavern walls.

                             WADE
             Gold! Gold!     Look!    It's
             everywhere!

                             SAM
             Is it real?

Chris checks it out.

                           CHRIS
             Jesus... it's the mother lode...
             He was right. My dad was right...

Chris helps Gladys to her feet.         They share an emotional
look of recognition.

                             GLADYS
             So were you.

                                                     (CONTINUED)

                                                          86.

CONTINUED:

Wade chips away at the gold.

                           WADE
             Get as much as you can!

Bret looks at Ashley.

                           BRET
             Nice work, Doc.

Ashley acknowledges him. Bret chips gold with Wade.           Sam
puts her hand on Ashley's shoulder.

                           SAM
             You saved my life.

Ashley smiles.

Gladys leans over to Norman.

                           GLADYS
             Have you got a smoke, kid?

                           NORMAN
             The man says this cavern is full
             of highly flammable methane gas.
             I smoke to get high, not to die.

                           SAM
             Spiders!

The group sees a cluster of normal-sized tarantulas
scuttling out of the shadows.

                           NORMAN
             What's the big deal?

Norman steps on the closest one, grinding it under his
boot. He stomps around, crushing as many as he can.
Mike watches this curiously. Taking a look at one of the
squashed bodies.

                           MIKE
             I think you should stop.

                           NORMAN
             Why?

                        MIKE
          They don't have hair. They aren't
          fully grown tarantulas.

Chris and Sam look over.

                                                (CONTINUED)

                                                        87.

CONTINUED:

                           MIKE
             They're giant babies!

Norman freezes. He hears SOMETHING MOVING around in the
dark. And then a spine chilling... GROWL.

Chris reacts to the noise.    He can guess what's coming...

The FEMALE TARANTULA steps out of the shadows. Consuela
has grown to be as big as a Volkswagen MicroBus. By far
the largest spider we've seen yet. Covered in hair.
Massive eyes. Her two fangs are the size of machetes.

Mike's eyes go wide at the sight of his old nemesis.

                           MIKE
             Consuela.

                           CHRIS
             Consuela?

The fur on Consuela's back seems to undulate. There is
something weird there. A lot of weird things. In
fact... her entire back is littered with hundreds of baby
tarantulas.

As Consuela advances, she flicks several dart-sized
quills off her belly right into Norman. A dark stain
spreads across the drug dealer's shirt.

                           NORMAN
             Bummer...

Consuela pierces Norman with her fangs, holding him
tight. Babies flood of her back and onto the doper,
chewing him to pieces like ravenous piranhas.

                           CHRIS
             Go!

The group flees toward the opposite end of the cavern.        A
male tarantula drops down to block their escape. Sam
BLOWS it away. Wade and Bret are still chipping away
bits of gold.

                           CHRIS
             Leave it!

                           WADE
             So you can keep it all!?   Hell no!

Wade gets a nugget off the wall. He only has a
nanosecond to admire it before Consuela suddenly looms
behind him.

                                               (CONTINUED)

                                                          88.

CONTINUED:

                              BRET
             Dad!

Bret reaches out toward his father. Wade reaches for
him. Consuela's fangs suddenly protrude from Wade's
chest and he's hauled backward. The tarantula flings
Wade into the cave.

                              CHRIS
             Bret, come on!

Bret runs after the others. But he sees Consuela firing
more quills at the group. Directly at Ashley. Bret
leaps into harm's way. He's turned into a pin cushion.

                              ASHLEY
             Bret!

Ashley goes to his side.

                              BRET
             I'm sorry I...

Bret dies.     Sam drags Ashley away from him.


INT. MINES - NIGHT

The survivors flee along the tunnel. Chris jumps up to
rip down the string of light bulbs from the ceiling.

                           SAM
             We have to get out!

                           CHRIS
             This is our chance to kill them
             all.

Chris smashes the bulb at the end of the strand.

                           CHRIS
             When the power comes on, the bulb
             will ignite the methane and torch
             them!

                           SAM
             Where did you get an idea like
             that!?

Chris looks at Gladys.

                           GLADYS
             I blew up the kitchen.

                                                 (CONTINUED)

                                                          89.

CONTINUED:

                           CHRIS
             Keep going up the tunnel. There
             should be a generator at the exit.
             Start it up and await for my
             signal to throw the switch.

                           SAM
             And the toxic waste...

                           CHRIS
             Will be buried under tons of rock!
             Go!

                           SAM
             What about you?

                           CHRIS
             I need to set the fuse as close to
             the spiders as I can. That should
             give us time to get clear.

Sam and Chris share a brief beat. And then Chris pulls
down the lights, dragging them back toward the
tarantula's den.

                           SAM
             He has a cute butt.    Don't you
             think?

                           GLADYS
             U.S.D.A. choice.


INT. MINES - TARANTULA DEN - NIGHT

Chris comes through with his light bulb fuse. Consuela
and her babies are feasting on the bodies of Bret and
Wade Hale.

Chris finds a vent in the ground.       He sprinkles dust over
it to identify a faint draft.

                           CHRIS
             Bingo.

He positions the shattered light bulb beside this gas
jet.


INT. MINE TUNNELS - NIGHT

Mike helps Gladys up the tunnel. Sam and Ashley are
behind. Suddenly a male tarantula steps out of the
shadows, separating the groups.

                                                (CONTINUED)

                                                        90.

CONTINUED:

                           MIKE
             Mom!

                           SAM
             Keep going!

Sam and Ashley flee down another tunnel.


INT. MINES - TARANTULA DEN - NIGHT

Chris finishes preparing the booby trap. He gets up to
leave. Only to find Consuela coming toward him.

                           CHRIS
             I hate spiders.

Chris runs out of the cavern.


INT. MINE TUNNEL - NIGHT

Chris bails out of the cavern and starts running.


INT. MINE TUNNELS - NIGHT

Sam and Ashley flee the male tarantula. Sam stumbles
over something on the ground. It's Bret Hale's lost
motorcycle. Ashley looks back and sees the tarantula
coming after them.

                           ASHLEY
             Hurry!

Sam lifts the MOTORCYCLE upright and climbs on. She
STARTS it and REVS the ENGINE. Ashley leaps aboard. Sam
accelerates along the shaft, away from the spider. The
bike's headlight illuminates their path.

The male tarantula scurries after the bike.

Sam rides the motorcycle along the shaft. Ashley hangs
on tight. They've put some distance between themselves
and the male tarantula. A dead-end looms before them.
Ashley screams as her mom stops on a dime and does a 180.

Sam rides back the way they came, heading straight toward
the male tarantula. Ashley looks over her mother's
shoulder at the giant spider coming in the opposite
direction.

                           ASHLEY
             Oh shit.

                                              (CONTINUED)

                                                         91.

CONTINUED:

Sam lifts the bike into a wheelie as the tarantula nears.

                             SAM
             Banzai!

With perfect timing, she brings the front wheel down hard
onto the tarantula's back. Crunch! The spider is
roadkill. Sam steers them down another tunnel.


EXT. MINE TUNNEL EXIT - NEAR WADE'S RANCH - DAWN

Mike and Gladys gather at a generator just shy of the
tunnel exit. Mike tries to start the generator. It
won't catch.

                             MIKE
             It needs gas!

                           GLADYS
             There's a ranch!

Gladys heads over toward Wade's ranch.


INT. MINE TUNNEL - DAWN

Chris runs along the tunnel. Consuela charges after him,
Chris reaches up, smashing more light bulbs as he runs.


EXT. MINE TUNNEL EXIT - NEAR WADE'S RANCH - DAWN

Mike is at the generator as Sam and Ashley ride up on the
motorcycle.

                             MIKE
             It needs gas!

Sam tips over the motorcycle, trying to get gas out of
the tank. It's clear this is not going to work.

                             ASHLEY
             Hurry!


INT. MINE TUNNEL - DAWN

Chris runs.     Smashing light bulbs.   Consuela close
behind.

                           CHRIS
             Start the generator!

                                                     92.

EXT. MINE TUNNEL EXIT - NEAR WADE'S RANCH - DAWN

                          MIKE
          He's coming!

                          ASHLEY
          Hurry, Mom!

Sam has dumped some fuel into the generator.   She tries
to start it. It won't turn over.


INT. MINE TUNNEL - DAWN

Chris ducks as Consuela fires quills at him.   He keeps
going.


INT. MINE TUNNEL EXIT - DAWN

Sam sees Chris at the bottom of the tunnel. She tries to
start the generator again but it refuses to cooperate.

                        CHRIS
          Throw the switch!

                        SAM
          I don't have any power!

                          ASHLEY
          Yo, Mom!

Sam turns as Ashley throws her the STUN GUN. Sam catches
it and brings it down to the light bulb cable... ZAPPING
it.


INT. MINE TUNNEL - DAWN

As Chris runs, the light bulbs illuminate sequentially,
traveling past him into the cavern.


INT. MINE TUNNEL - DAWN

A broken light bulb sparks. The filament ignites the
gas-filled tunnel. A ball of flame spreads throughout
the mines.


INT. MINES - TARANTULA DEN - DAWN

A huge column of flame blasts into the chamber. All the
gold is illuminated. Consuela's babies are burned like
popcorn.

                                                           93.

EXT. MINE TUNNEL EXIT - NEAR WADE'S RANCH - DAY

Sam looks back to see Chris running toward her. Consuela
is on his heels. The glow of a fireball is right behind
them.

                          SAM
          Come on!

Chris looks over his shoulder at Consuela and the flames.

                          SAM
          Chris!

Chris makes it to Sam just ahead of the conflagration.


EXT. DESERT - NEAR WADE'S RANCH - DAY

Sam and Chris dive out of the mine opening. A pillar of
flame shoots out behind them.   Ashley and Mike are
nearby. The town is visible just a mile away.


EXT. TOWN - DAY

The spiders retreat from daylight. Scuttling back into
the buildings. Heading down into the mine shafts.


INT. VARIOUS MINE TUNNELS - DAY

The chain reaction spreads through the mines.      Jets of
flame blast up tunnels.

Torching any unlucky spiders looking for a home.
Rupturing the very earth around them.


EXT. DESERT - NEAR WADE'S RANCH - DAY

The EARTH BEGINS TO SHAKE VIOLENTLY.

                          ASHLEY
          Earthquake!

                        CHRIS
          No! It's a chain reaction! The
          whole valley is going to blow!

                        MIKE
          We'll never get out in time!

Gladys drives up in     Wade's humvee.   Cigar in mouth.

                                               (CONTINUED)

                                                               94.

CONTINUED:

                           GLADYS
             Let's get the fuck out of here!

The survivors pile into the truck as the town begins to
BLOW UP in the distance.

Chris is just about to climb aboard when... A webline
shoots out of the nearby mine shaft. Consuela lives!
The spider is charred and bloody. But she's primed for
revenge.

Chris is yanked off his feet and hauled toward her.            He
fumbles for his machete and hacks at the webline.
Cutting himself free just before getting impaled on
Consuela's fangs.

Consuela knocks away Chris's machete and lunges down at
him. Chris kicks her belly with both his feet. Consuela
begins to shudder. Jagged cracks appear in her charred
carapace. Chris kicks and tears at the failing armor.
He thinks he's harming the tarantula, but he's actually
helping it!

Mike and the others watch from the humvee.

                           MIKE
             Oh no... she's molting!

Consuela's blistered shell cracks as she shrugs the
damaged skin away from her body. Chris is amazed to see
the spider has grown a full size larger and become
totally rejuvenated!

Consuela comes after Chris.        He defends himself with the
machete.

Shining steel makes contact with the dripping fangs.
Once again Consuela punts away the machete. She prepares
the death blow. It looks like curtains for Chris.

                               MIKE
             Consuela!   No!     Bad!   Bad
             Consuela!

The massive spider stops in shock.            Chris looks back to
see Mike has returned.


TARANTULA POV

The familiar multi-perspective spider vision.            The
tarantula seems to recognize Mike.

                                                       95.

BACK TO MIKE

He throws his Cassiopeia PDA at the spider's face...

Chris uses this moment of confusion to grab his machete
and drive it deep into the spider's unprotected
abdomen...

The tarantula screams.

Chris leaps up and runs, scooping up Mike.   They dive
into the back of the humvee.

Consuela tries to follow but is mortally wounded. She
collapses in the dust. The TOWN EXPLODES in the b.g.
The earth itself begins to collapse.


INT. HUMVEE - DRIVING ACROSS DESERT - DAY

Gladys accelerates as the town sinks in the distance.
BUILDINGS EXPLODE. Jets of flame burst upward. The mall
is sucked into the widening pit of collapsing earth. The
humvee is just a cart length ahead of a wave of crumbling
desert.


EXT. HIGHWAY - DAY

The humvee reaches open road. The survivors watch out
the back as Prosperity disappears into a massive
sinkhole.


EXT. HIGHWAY/INT. HUMVEE - MOVING - DAY

The group sits in a long beat of abject shock. And then
Chris looks down to see his tight pants have finally
ripped.

                        CHRIS
          I really need some pants that fit.

The group smiles.    Happy to be alive.

                          MIKE
          Look out!

Everyone looks to the road ahead. A familiar bunny
rabbit hops across the highway. Gladys HONKS and swerves
to avoid it.


EXT. HIGHWAY - DAY

The bunny gets clear as the humvee drives away toward
safety.
                                           (CONTINUED)

                                                       96.

CONTINUED:

The rabbit continues its trek for a moment, and then is
grabbed by a large trap-door spider.

                                           FADE OUT.




                        THE END?