THE BOXTROLLS


                         
                         
                                 Written by

                         Irena Brignull & Adam Pava

                         
                         
                         
                         
                   Based on the book "Here Be Monsters" by 

                                  Alan Snow



                                                                   1.
                         
                         
                         (0050 PRO) PROLOGUE
                         
                         
          EXT. CHEESEBRIDGE ALLEY - NIGHT
                         
          Lightning strikes, illuminating a vine covered wall as the
          camera moves across a dark alley filled with CARDBOARD BOXES
          and CRATES. They boxes have stylized LABELS; the box in
          front is labeled FOCUS FEATURES.
                         
          SFX: FOOTSTEPS running on cobblestones and LABORED BREATHING.
                         
                              HERBERT (O.S.)
                    No. Not my boy!
                         
          Lightning strikes again, highlighting the boxes and rubbish
          in the alley. Something is coming. Whatever it is, its
          breath is hurried and animalistic.
                         
          SFX: A BABY CRIES out.
                         
          Stumpy CLAWED FEET wrapped in rag run past a boxed labeled
          LAIKA. The camera follows the shadowed figure as it runs
          along cobblestones to the end of the lane. The creature
          pauses under an arched entryway and turns, revealing GLOWING
          EYES, a large mouth full of wonky teeth, and a BABY SHAPED
          BUNDLE in its arms.
                         
          LIGHTING CRASHES as the BABY wriggles and cries.
                         
                                                                            CUT TO:
                         
                         
          EXT. CHEESE GUILD - ENTRANCE HALL - NIGHT - CONTINUOUS
                         
          CLOSE ON: A FIST pounds a door.
                         
                                             SNATCHER
                                       (WHEEZING)
                    Wake his lordship.
                         
          SFX: A SERIES OF LOCKS being unlatched on the door.
                         
          A BUTLER opens the double doors, frowns. He starts to close
          the doors but Snatcher pushes against the effort.
                         
                                             SNATCHER (CONT'D)
                    The unspeakable has happened.
                    (GASP) We must speak of it
                    immediately!
                         
          A voice calls out from behind them.
                                                                   2.
                         
                         
                              LORD PORTLEY-RIND (O.S.)
                                       (TIRED)
                    What is it, Snatcher?
                         
          The butler moves aside, revealing a regal man with a white
          hat at the top of an ornate marble staircase.
                         
                         
          INT. CHEESE GUILD - ENTRANCE HALL - NIGHT - CONTINUOUS
                         
          LORD PORTLEY-RIND looks on from the mezzanine. The man in
          the red hat casts a long shadow across the gleaming checkered
          floors of the Cheese Guild.
                         
                                             SNATCHER
                                       (GESTURING THEATRICALLY)
                    Boxtroll monsters have stolen a
                    child.
                         
          CLOSE ON: Lord Portley-Rind, perfectly groomed and perfectly
          horrified.
                         
                                               LORD PORTLEY-RIND
                                         (AGHAST)
                    No.
                         
          CLOSE ON: ARCHIBALD SNATCHER in the door, backlit by
          streetlights, sheets of rain falling behind him. He's a big
          man, but out of shape (all belly and no butt), with long
          shreds of greasy hair sprouting from beneath his crooked hat.
                         
                                              SNATCHER
                                       (NODS)
                    They're no doubt picking their
                    teeth with his adorable baby bones
                    by now!
                         
                                             LORD PORTLEY-RIND
                    A horrible tragedy.
                        (beat, flippant)
                    Let's deal with it in the morning!
                         
          Portley-Rind turns to go.
                         
                                SNATCHER (O.S.)
                    STOP!
                         
          The Butler closes the door, but Snatcher shoves his foot in
          the way.
                         
                                             SNATCHER (CONT'D)
                                       (STRUGGLING)
                    Oh, oof! That's not the worst of
                    it! Next they'll come after...
                                                                      3.
                         
                         
          The Butler shoves at the door, slapping and shoving
          Snatcher's face until the door slams shut. Snatcher opens the
          mail slot and yells through it.
                         
                                             SNATCHER (CONT'D)
                    ...OUR CHEESES!
                         
                                                LORD PORTLEY-RIND
                                       (GASP)
                    My Gouda!?
                         
                                             SNATCHER
                                       (LOW)
                    They'll stop at nothing.
                         
          Portley-Rind suddenly flings open the doors, stares wide eyed
          at Snatcher. He is crouched on the ground near the mail
          slot.
                         
                                             LORD PORTLEY-RIND
                    You're the town exterminator. I'll
                    pay whatever it takes.
                         
          Snatcher stands slowly.
                         
                                             SNATCHER
                    Oh, I don't want money.
                         
          He steps into the house and into the light, REVEALING his
          greedy face for the first time. He smiles an oily smile.
                         
                                             SNATCHER (CONT'D)
                    I want one of those.
                         
          Snatcher points to the WHITE HAT on Portley-Rind's head. Lord
          Portley-Rind grabs his hat protectively.
                         
                                             LORD PORTLEY-RIND
                    A White Hat? You?! Absurd!
                         
          Snatcher turns to leave, moving towards the damp Market
          Square.
                         
                                             SNATCHER
                    Alright then. But prepare to say
                    bye bye to your Brie. Cheerio to
                    your Cheddar. Goodbye to your...
                         
          Portley-Rind's resolve disappears. He raises his hand as if
          to stop Snatcher from leaving.
                                                                     4.
                         
                         
                                             LORD PORTLEY-RIND
                                       (DESPERATE)
                    Very well. Every boxtroll gone.
                    With proof!
                         
          Snatcher stops halfway down the stairs in the pouring rain,
          his back still turned to Portley-Rind.
                         
                                             SNATCHER
                                       (LOW PURR)
                    For a white hat?
                         
          CLOSE ON: Snatcher's grinning face as he turns back toward
          Portley-Rind.
                         
                                             SNATCHER (CONT'D)
                    I will destroy every last boxtroll
                    in this town!
                         
          LIGHTNING CRASHES as Snatcher laughs maniacally.
                         
                                                         SMASH CUT TO:
                         
                         
          TITLES: "THE BOXTROLLS"
                         
                         
                         (0100 MON) MONSTERS
                         
                         
          EXT. CHEESEBRIDGE - WORLD VIEW - SUNSET
                         
          WIDE VIEW OF CHEESEBRIDGE, a steep hill-town that looms over
          the countryside. A jumble of roofs, a tangle of twisting
          alleys, and perched at the summit, the imposing Cheese Guild
          Hall. The last rays of the setting sun disappear.
                         
          EXT. CHEESEBRIDGE STREETS
                         
          --a deep voice echoes out of a scratchy MEGAPHONE.
                         
                              SNATCHER (O.S.)
                    Hear ye! Hear ye! Good citizens of
                    Cheesebridge, the curfew is in
                    force. Don't dawdle or the beasts
                    will tear you limb from limb!
                         
          CLOSE ON: A FABRIC BANNER reading "BOXTROLL EXTERMINATORS".
                         
          The banner hangs on a strange rattletrap TRUCK that winds its
          way up the city streets. Sinister looking men in BLOOD RED
          TOP HATS hang onto the running boards. The most sinister of
          them all, Snatcher, rides on the roof.
                                                                   5.
                         
                         
                              SNATCHER (O.S.) (CONT'D)
                    They will add your flesh to their
                    rivers of blood and mountains of
                    bones.
                         
          As the truck passes, PEDESTRIANS gasp and hurry into their
          houses, heeding the amplified warning. A CHEESEMONGER at The
          Cheesery pulls his FOLDING SIGN from the sidewalk and hurries
          inside. A COUPLE stops mid-conversation and heads indoors. A
          MAN CARRYING A CRATE brings his load into his shop,
          abandoning the crate sitting at the curb. Two FEMALE
          TOWNSFOLK head off down the street.
                         
          CLOSE ON: Archibald Snatcher as the truck rounds a corner.
          He holds a MEGAPHONE TUBE to his mouth and orates as he zeros
          in on a BOY playing ball in the street.
                         
                                             SNATCHER (CONT'D)
                    Child! Do you want to end up like
                    the Trubshaw Baby?
                         
          The boy watches the truck as it passes, curiosity changing to
          horror.
                         
                                             SNATCHER (CONT'D)
                    Dragged underground and feasted
                    upon one year ago this very night?!
                         
          The terrified boy shakes his head and GASPS as he is yanked
          inside by his MOTHER. His BALL bounces out of his hands and
          rolls across the cobbles.
                         
                                             SNATCHER (CONT'D)
                    Lock your windows! Bolt your doors!
                    Hide anything that is not bolted
                    down.
                         
          One man grabs his DOOR KNOCKER and bolts inside.
                         
          Another man grabs his MAILBOX.
                         
          Another a BARBER POLE.
                         
          With a terrified look the last man peers out of the peep hole
          in his door, then slams it shut.
                         
                              SNATCHER (O.S.) (CONT'D)
                    Hide your cheese. Hide your tender
                    and delicious babies!
                                                                      6.
                         
                         
          EXT CHEESEBRIDGE STREETS - CONTINUOUS - NIGHT
                         
          The wind blows trash down the empty streets. Snatcher's
          vehicle, rattling from its boiler, prowls past with Snatcher
          still calling out his warning until the sound fades in the
          distance.
                         
                              SNATCHER (O.S.)
                    Beware the bloodthirsty monsters!
                    They'll fry your eyes, gnaw on your
                    knees, gobble your gizzards...
                    Beware! BEWARE!
                         
          After Snatcher's truck has passed the CAMERA lands on: A
          MANHOLE. Carved in the heavy iron cover is a warning: "HERE
          BE MONSTERS".
                         
          A LONG BEAT OF SILENCE. The manhole cover slowly twists and
          lifts, a pudgy blue hand emerges. Two pairs of yellow,
          glowing eyes peer out. The creatures talk in expressive but
          unintelligible GURGLES. Down the street, two more manhole
          covers lift.
                         
          In pairs and in gangs, these BOXTROLLS -- so called for the
          cardboard boxes they wear -- emerge from the sewers and
          scurry through the streets of the besieged town. Their long,
          forboding SHADOWS creep across walls plastered with posters
          that read: "CHEESEBRIDGE: A GOUDA PLACE TO LIVE", "REDHATS -
          BOXTROLL EXTERMINATORS".
                         
          We watch them scurry through streets and alleyways, gurgling
          quiet directions to each other. They move swiftly and travel
          in packs. We see a lone boxtroll jump and pull himself in to
          his box as a DOG BARKS. He pops back out of his box and moves
          along quickly.
                         
          CLOSE ON: what appears to be a LARGE BOXTROLL MONSTER peering
          around the corner of a moonlight street. Its glowing eyes
          turn toward the camera as it sways slowly. Five more pairs of
          eyes light up within the large, boxy shadow and SIX BOXTROLLS
          separate from the mass, popping off to run their errands
          while the coast is clear.
                         
          BIRDS EYE VIEW: Groups of two and three boxtrolls snake their
          way down streets, skirting carefully around areas lit by
          street lamps.
                         
          In a small lane, groups of boxtrolls stop to collect
          mechanical stuff. They work together, using their boxes as
          tools and props.
                         
          SIX BOXTROLLS stack up in the background to steal a SHOP
          SIGN, while THREE BOXTROLLS cooperatively steal the WHEEL
          from a WOODEN CART.
                                                                          7.
                         
                         
          One boxtroll uses his box to prop up a       corner while the other
          two release the wheel from the axle. A       LONE BOXTROLL crosses
          the frame to see what treasures he may       find in a trash bin;
          as he knocks it over with a CLANG, TWO       BOXTROLLS scurry past
          and stack together, stealing the HOUSE       NUMBER from the front
          of a brownstone.
                         
          CLOSE ON: the boxtrolls' booty - the shiny brass number `2',
          the shop sign for `TIMELESS TIMEPIECES', the wheel that rolls
          along between two boxtrolls.
                         
          Six other boxtrolls on the hunt stack together against a
          fence. We watch as one boxtroll makes it over the top,
          cooperatively pulling the others into the alley behind him.
                         
          (0200 BXT) BOXTROLL       EXTERMINATORS
                         
                         
          EXT. CHASE ALLEY - NIGHT
                         
          CLOSE ON: The inside of a trash can as the lid is removed.
          Two BOXTROLL HANDS wriggle into view over the rubbish, fill
          of NEWSPAPER CLIPPINGS, an APPLE CORE, a BANANA PEEL, and a
          FISH CARCASS. The boxtroll gurgles "EWW" and "BLECH" sounds
          as he moves these unwanted items aside. He gurgles with joy
          when a bit of brass is revealed.
                         
          FISH, a nervous 4-foot tall, wonky-toothed, pointy-eared,
          gangly-limbed boxtroll, pulls an old broken ALARM CLOCK from
          the trash barrel. He is in a large alley, filled with old
          boxes, crates, broken items and tarps strewn about.
                         
          Fish stares curiously at the object, turning it over in his
          hands and holding it to his ear, listening. He shakes the
          clock and hears loose gears RATTLE.
                         
                                                   FISH
                           Hmm...
                         
          Fish opens the clock face        and gurgles, intently toying with
          the mechanical interior.         After a moment, the clock begins to
          TICK with activity. Fish         gurgles excitedly and closes the
          clock face, holding it to        his ear to listen to the rhythmic
          ticking.
                         
                                             FISH (CONT'D)
                    (GURGLES) Oh yeah...
                         
          Fish's eyes go wide as the clock's alarm RINGS, attracting
          the attention of an uglier, 2-foot-2 boxtroll.
                         
                                                   SHOE
                    Huh?
                                                                      8.
                         
                         
          As Fish stands proudly admiring the sound of his ringing
          alarm clock, SHOE bounces around his feet.
                         
                                             SHOE (CONT'D)
                    (GURGLES) Gimme that!
                         
          Shoe, short and feisty, grabs the alarm clock from Fish and
          scampers away with it. Fish watches as Shoe climbs a stack of
          crates and hisses back at him, sniffing at his new prize.
          Fish scowls at Shoe and returns to the rubbish pile, shaking
          his head and muttering.
                         
          Behind him a half-dozen boxtrolls methodically pick through
          an assortment of trash barrels and old boxes. It's like a
          troop of monkeys at the dump. They find mechanical stuff,
          inspect it, and then either drop it into their box to keep or
          toss it back into the trash.
                         
          A filthy TEDDY BEAR WITH A MUSICAL KEY is discarded by
          another boxtroll, landing with a THUNK and A FEW TINNY
          MUSICAL NOTES. Fish turns excitedly.
                         
                                             FISH
                                       (CURIOUS)
                    Ohhhh...
                         
          He picks up the teddy bear and cranks a key in its back as
          Shoe toys with the stolen alarm clock. The teddy bear plays
          MUSIC. Fish gurgles along to the tune and bobs his head,
          enjoying the moment.
                         
          Again, Shoe notices Fish has found something interesting. He
          shoves the alarm clock into his box, stealthily sneaks up on
          Fish and makes a grab for the teddy bear! Fish refuses to let
          go and they squabble over it. Suddenly all the boxtrolls snap
          to attention, their ears alert--
                         
                         
          EXT. CHASE ALLEY
                         
          The creepy RATTLING SOUNDS of the Redhats' truck returns.
                         
          All the boxtrolls hide in their boxes. The "camouflage"
          works. Their boxes fit in perfectly with the trash barrels
          and packing crates.
                         
          The rattling comes closer... closer... then STOPS.
                         
          BAM! HEADLIGHTS light up the alley.
                         
          Three men dismount from the truck and cast long shadows
          across the alley and all of the boxes: the giant MR. TROUT,
          the beanpole thin MR. PICKLES, and the short, pit bull MR.
          GRISTLE.
                                                                      9.
                         
                         
          The boxtrolls don't run -- they just KEEP HIDING IN THEIR
          BOXES.
                         
                                 SNATCHER (O.S.)
                    GENTLEMEN!
                         
          Snatcher spreads his arms theatrically and wades into the
          garbage-strewn alley.
                         
                                             SNATCHER (CONT'D)
                    Look at all these boxes left lying
                    about. How curious, how peculiar. I
                    do believe... evil is afoot.
                         
          Gristle chuckles and breaks into a psychotic grin.
                         
                              MR. GRISTLE
                                       (COLD BLOODED)
                    HAHAHA. FOOT.
                         
                                 MR. PICKLES
                    Huh.
                         
          Fish peeks out of his box momentarily, then retreats when he
          sees the Redhats advancing into the alley.
                         
          Mr. Trout and Mr. Pickles absentmindedly check boxes for
          boxtrolls, but Mr. Gristle methodically stomps and smashes
          every box he can. When he finds a box with a boxtroll, he
          uses a CRICKET BAT to WHACK it back to the others to load
          onto the truck.
                         
                              MR. PICKLES (CONT'D)
                    You ever seen someone's foot be
                    evil, Mr. Trout?
                         
                              MR. TROUT
                    I believe the boss meant evil is
                    nearby, Mr. Pickles.
                         
                              MR. PICKLES
                    My foot had a pretty nasty bunion
                    once. I wouldn't say the foot
                    itself was evil.
                         
                              MR. TROUT
                    No, it's just a fancy-man's word
                    for vicinity.
                         
                              MR. PICKLES
                    Wrinkly ol' bunion looked like my
                    grandmum. Had to saw her off. The
                    bunion, not my grandmum.
                                                                  10.
                         
                         
          Mr. Gristle spots a shivering box and positions himself over
          it, cricket bat in hand.
                         
                               MR. GRISTLE
                    Ah, yes.   FOOT!
                         
          WHACK! Gristle kicks the box, and it flies toward Mr. Pickles
          and Mr. Trout.
                         
                              MR. TROUT
                    There's one!
                         
          Mr. Pickles scoops it up in a dog catcher's net.
                         
                              MR. PICKLES
                    Come on, ya squirmy monster. Your
                    days of evil-doin' are over.
                         
          Mr. Gristle finds another shivering box. He swings his bat.
                         
                               MR. GRISTLE
                    BOOM!
                         
          WHACK! A box slides over to Trout. A dizzy boxtroll pops out
          for a moment, groaning. Trout taps its head and the boxtroll
          retreats.
                         
                              MR. TROUT
                    You really think these boxtrolls
                    understand the duality of good and
                    evil?
                         
                              MR. PICKLES
                    They must, right? Why else would
                    they hide from us. We are the good
                    guys.
                         
          Mr. Pickles strolls off with both boxtroll and net.
                         
                              MR. GRISTLE (O.S.)
                        (hitting more boxes)
                    Nice! NICE!
                         
          WHACK! Another box slides over to Trout. Trout scoops up the
          box before the creature can get away. The boxtroll's legs
          dangle below as it is carried away.
                         
                              MR. TROUT
                    Yeah... I suppose we are.
                         
          CLOSE ON: Fish and Shoe, in the shadows at the edge of the
          alley, gurgle to each other while the Red Hats are
          distracted. Their heads stay hidden in their boxes as they
          waddle slowly out of the alley.
                                                                    11.
                         
                         
          Mr. Gristle is too preoccupied with smashing other boxes to
          notice them. He grunts and laughs with the effort.
                         
          Snatcher spots Fish and Shoe as they exit the alley and
          points at them.
                         
                                             SNATCHER
                    MR. GRISTLE!
                         
                              MR. GRISTLE
                    Hmm?
                         
                                             SNATCHER
                    ACQUIRE THEM!
                         
          Brandishing his cricket bat, Gristle springs after Fish and
          Shoe.
                         
                              MR. GRISTLE
                    Acquire! ACQUIRE! HAHAHA!
                         
          The boxtrolls pop out of their boxes and RUN!
                         
                         
          EXT. CHEESEBRIDGE STREET
                         
          Gristle closes in on them as they sprint down an alley. The
          boxtrolls join hands and vault over a fence like a Slinky
          toy.
                         
          Gristle smashes THROUGH the fence--
                         
                              MR. GRISTLE
                    COME BACK AND LET ME HIT YOU!
                         
          --but the boxtrolls have disappeared. Gristle stalks down the
          street and disappears around a corner.
                         
          After Gristle disappears, two boxes that are holding up a
          broken street cart suddenly move. It's Fish and Shoe hiding
          in plain sight.
                         
          Once they are sure they are not being followed they open a
          drainage pipe and slip underground into the sewers--
                         
          (0300 UDW) UNDERWORLD Eggs
                         
                         
          INT. BOXTROLL CAVERN - ENTRANCE CHUTES
                         
          -- where they leap into cardboard-lined BOXTROLL CHUTES. They
          drop through the chutes, sliding on the cardboard, until they
          join up with other boxtrolls returning from a night of
          gathering.
                                                                     12.
                         
                         
          They descend deeper underground until they are collected
          together in a funnel-shaped cave and one by one drop onto an--
                         
                         
          INT. BOXTROLL CAVERN
                         
          -- elaborate conveyor belt system for a roller coaster ride
          into a HUGE DARK SPACE with blinking lights and a cacophony
          of MECHANICAL NOISE. Fish, Shoe and boxtrolls of all shapes
          and sizes shoot off the end of the conveyor belt and tumble
          across the floor.
                         
          ON FISH AND SHOE where the alarm clock lands on the floor as
          they tumble to a halt. Shoe grabs the clock possessively,
          hisses at Fish, and runs away laughing. He has his treasure.
          Fish shrugs it off and rights himself, raising a hand to his
          mouth.
                         
                                             FISH
                                       (GURGLED QUESTION)
                    "Eggs?"
                         
          REVEAL THE CAVERN, the hub of the boxtroll world. It's full
          of workshops, interconnected machines and a constellation of
          lights that make it look like a subterranean Coney Island
          amusement park. Fish stands in front of a large STALAGMITE,
          around which the mechanical underground city is built.
                         
                                             FISH (CONT'D)
                                       (GURGLED QUESTION)
                    "Eggs?"
                         
          WHEELS - a boxtroll riding a unicycle - zooms quickly past,
          humming.
                         
                                             FISH (CONT'D)
                                       (TO WHEELS)
                    "You see Eggs?"
                         
          Wheels shrugs his shoulders and rides away as OIL CAN - the
          smallest boxtroll - tumbles from the conveyor belt and rights
          himself with a squeak. Oil Can pulls, well, an OIL CAN from
          inside of his box and scurries off.
                         
          Fish makes his way to the base of a waterwheel made from
          scraps of metal.
                         
          High overhead, the boxtroll KNICKERS - a picture of
          underpants adorning the front of it's box - struggles with an
          armful of light bulbs while swinging from a rope. Two small
          boxtrolls hold the rope steady below.
                                                                    13.
                         
                         
          SPARKY, a boxtroll wearing welding goggles, and a small
          boxtroll named BUCKET work side by side on an electrical
          generator, fitting dinner forks into a toaster as makeshift
          fuses.
                         
                                             FISH (CONT'D)
                                       (GURGLED QUESTION)
                    "Eggs?"
                         
          Sparky and Bucket look up from their work and give Fish
          directions to find Eggs.
                         
                              SPARKY AND BUCKET
                        (gurgled in unison)
                    "Over there!"
                         
          In the background, Oil Can climbs down a pipe to grease up
          the generator and then scrambles back up the pipe.
                         
          Fish heads off as Sparky and Bucket turn on the toaster and
          get ZAPPED! They jerk and squirm as electricity courses
          through their boxes and they collapse on the ground. The
          strands of light bulbs flicker and light up.
                         
          Sparky and Bucket smile and beat their boxes in delight -
          they fixed the generator. The two boxtrolls holding the rope
          let go and beat their boxes. Knickers falls to the ground.
                         
                                              KNICKERS
                    AHHH!!!!
                         
                         
          INT. BOXTROLL CAVERN - GARDEN - CONTINUOUS
                         
          Fish arrives at a SUBTERRANEAN GARDEN where boxtrolls sit
          among huge cabbages eating ladybugs and slugs. Fish stops in
          front of FRAGILE, a giant, slow moving, dim-witted boxtroll.
          Fragile slowly mists a seedling plant.
                         
                                             FISH
                                       (GURGLED)
                    "Eggs?"
                         
          Fragile just stares at Fish until Fish gets frustrated and
          leaves. Fragile slowly points, in the direction opposite
          Fish's path.
                         
                                             FRAGILE
                                       (GURGLES SLOWLY)
                    Eggs.
                                                                  14.
                         
                         
          INT. BOXTROLL CAVERN - PNEUMATIC TUBES - CONTINUOUS
                         
          ON A BOXTROLL'S REAR END. He scratches the backside of his
          box and - WHOOSH! - is sucked up into the air, revealing
          Fish.
                         
          Fish steps up to a huge PNEUMATIC TUBE driven by a dozen
          antique vacuum cleaners and calls up to SWEETS, a toothless
          boxtroll with a set of old human dentures in his mouth.
                         
                                             FISH
                                       (GURGLED)
                    "Eggs?!"
                         
          Sweets stops, thinks, gets an idea and starts to speak just
          as SPECS, a myopic boxtroll with an elaborate head gear of
          eye glasses, twists an ANCHOR switch, turning on the
          pneumatic tubes. First his DENTURES, then Sweets, are sucked
          up into the tube. Fish watches Sweets go and then sees Oil
          Can standing on top of the tubes oiling stuff.
                         
                                             FISH (CONT'D)
                    "EGGS?"
                         
          Oil Can stops oiling the tubes.
                         
                                             OIL CAN
                                       (GURGLED)
                    "He's up there!"
                         
          Oil Can points up at a small cave high on the cavern wall.
                         
                         
          INT. BOXTROLL CAVERN - EGGS' NOOK
                         
          Fish arrives at the opening of the small dark cave. In the
          shadows of the nook is a shape. It appears to be a very small
          boxtroll.
                         
                                             FISH
                                       (GURGLED)
                    Eggs?
                         
                                             EGGS
                    (low, feral growls)
                         
          Out of the shadows waddles the small boxtroll. The first
          thing that comes into the light is his box with an EGGS LOGO
          printed on the front, then appears the dirty face of a feral-
          looking 2-YEAR-OLD HUMAN BOY, EGGS.
                         
          Fish flashes a wonky-toothed smile at Eggs.
                                                                    15.
                         
                         
                                             EGGS (CONT'D)
                    Fish!
                         
          Fish plays a game of hide and seek with the found teddy bear.
          He makes the arm, then another arm, then the head appear from
          the arm and head holes of his box. Baby Eggs is enthralled.
          He excitedly launches himself at Fish. They play wrestle over
          the toy until Eggs grabs it from Fish and scampers away.
                         
          Eggs hugs the bear. So cute. Then... RIPS ITS HEAD OFF!
                         
          He reaches into the teddy bear's chest cavity and pulls out
          the MUSIC BOX. He tosses the gutted bear body away and tries
          to get it to work. When he can't figure it out he holds it
          up to Fish.
                         
                                             EGGS (CONT'D)
                    Fish?
                         
          Fish winds the music box, gurgling an explanation of how it
          works. Music fills the dark nook.
                         
          Eggs giggles with delight as the gears work again.    They both
          close their eyes and hum along to the music.
                         
                                             EGGS (CONT'D)
                                       (HUMS TUNE)
                    Do do doo do doo...
                         
                                             EGGS (CONT'D)
                    (hums along with music)
                         
          They stop humming when the giant clock chimes signaling the
          end of the boxtroll "day".
                         
                                                                              CUT TO:
                         
          (0400 GRU) GROWING UP BOXTROLL
                         
                         
          INT. BOXTROLL CAVERN - CLOCK
                         
          CLOSE ON: the clock as the large hands representing the moon
          and the sun flip.
                         
                         
          INT. BOXTROLL CAVERN - SLEEPING PILE
                         
          As the lights go out, Knickers and the other boxtrolls gather
          at the center of the cavern to sleep in a big, communal stack
          of boxes like one big family.
                                                                    16.
                         
                         
          The sleeping pile is stacked tight and high. Fish and Eggs
          climb to the top of the pile. Fish holds Eggs up so he can
          pull a chain to turn out the last light in the cavern.
                         
          Baby Eggs lies   looking straight up. The ceiling of the cavern
          is dotted with   lots of small lights and slowly turning
          machines -- it   looks like the flickering of stars. Baby Eggs
          happily drifts   off to sleep, snuggling the head he ripped
          from the teddy   bear.
                         
                         
          EXT. CHEESEBRIDGE ALLEY - NIGHT
                         
          The boxtroll clock chimes, signaling it is night above ground
          and time to wake up! Eggs swings from the light bulb and
          YELLS!
                         
                                               EGGS
                    Wake up!
                         
          The box pile explodes and falls apart as all the boxtrolls
          are startled awake.
                         
          - EGGS NOOK: Fish winds up the teddy bear's MUSIC BOX and
          adds it to a MUSIC MACHINE, built out of assorted junk and
          driven by the teddy bear's music box.
                         
          Eggs pounds a hammer on a typewriter at the bottom of the
          machine and Fish pulls out a saw and draws a bow across it.
          Together they play a croaking music-mechanique song.
                         
                         
          - Eggs rides on WHEELS' shoulders. Wheels makes gurgling
          sounds like he is revving his engines. They ride around the
          base of the CONVEYOR BELT, watching boxtrolls roll down from
          the CHUTES.
                         
          Wheels swerves to avoid boxtrolls as they tumble off of the
          conveyor belt, holding Eggs out to Fish as he rolls into
          view. Fish catches Eggs and runs with him held like a
          football.
                         
          - Fish in the cavern nook. He pulls out a prize bit of junk -
          a 78 rpm album by the QUATTRO SABATINO. Eggs' eyes go wide.
                         
                                             EGGS
                    OOOH! Hee hee hee.
                         
          Fish puts the record on the player and lowers the needle.
          Baby Eggs holds on to the record player, shaking his bottom
          to the beat and dancing, while Fish plays a MUSICAL SAW with
          his BOW. Eggs dances and turns to Fish, beating his box
          approvingly.
                                                                  17.
                         
                         
          - CLOSE ON: A roiling pile of BUGS as boxtroll hands, and one
          baby human's hand, reach in and grab fists full of bugs.
                         
          Boxtrolls munch up mouthfuls of bugs and Eggs chomps away
          with them, just another monster.
                         
          - Eggs and Fish play music in the nook, their music machine
          is evolving. First Eggs shakes the jar of buttons, then he
          strikes a beat on a cowbell.
                         
          - Eggs is chasing Oil Can. He trips on his box and falls flat
          on his face, popping out of his box by mistake. Oil Can sees
          Eggs empty box and FREAKS!
                         
                                              OIL CAN
                    AAAAHHH!
                         
          Oil Can's wailing gets all the boxtrolls in the cavern to
          turn, see the empty box and SCREAM! It's a collective
          communal melt down - Fish runs up to Eggs in a panic, crams
          his box back on and GURGLES the rule-
                         
                                             FISH
                                       (GURGLED)
                    BOXTROLLS NEVER TAKE OFF THEIR
                    BOXES!
                         
          - Baby Eggs and Fish continue to play their music in the
          nook. Eggs hit the cowbell expertly with a spoon and dances,
          smiling and laughing.
                         
                                                                      DISSOLVE TO:
                         
          - 11 YEAR OLD EGGS laughing absolutely rocking out to the
          music machine with the Quattro Sabatino song mixed in. Eggs
          plays the WASHBOARD while Fish plays his saw. The jar of
          buttons and the cowbell have been added to the music machine.
                         
          - Close on several PILL BUGS crawling on the cavern floor.
          Shoe pokes them and they curl into a ball. He gathers them
          up and growls happily from behind a pile of junk, eyeing
          Eggs.
                         
          Eggs hides behind a little barrier of corrugated metal with
          his own pile of pill bug balls. Shoe hurls a bug at Eggs and
          misses, hitting the metal.
                         
                                             EGGS
                    Ha! Missed me!
                         
          Eggs tosses a bug at Shoe, and Shoe smugly laughs as the bug
          flies into a tube. While he laughs, the bug shoots out from
          the tube, smacking him on his nose. OOF!
                                                                      18.
                         
                         
          - Eggs and Fish are grooving along to their music machine.
          Eggs transitions from the washboard to smashing light bulbs
          with a SKILLET.
                         
          Outside of the nook, other boxtrolls bob their heads happily
          along with the music.
                         
          - CLOSE ON: Eggs as he slides on a "new" HELMET made out of
          junk. It is fitted with lights so he can see in the dark.
                         
          PULL OUT. Eggs stands beneath the pneumatic tubes as the
          boxtrolls gather around him. Specs throws the switch and
          Eggs is sucked up the tubes, the boxtrolls beat their boxes
          in excitement. Shoe unceremoniously steps into the tube while
          the others celebrate.
                         
          - The shadowy shapes of Fish, then Shoe, then a super excited
          Eggs spring out of a manhole and scamper into the night.
                         
          Soon after, Shoe finds an umbrella, Fish holds up a busted
          wheel.
                         
                                              SHOE
                    Ahh!
                         
                                              FISH
                    Oooo!
                         
          Eggs finds his first real "treasure" in an alleyway - a
          broken EGG BEATER.
                         
                                             EGGS
                                       (EXCITEDLY)
                    Oooh!
                         
          - Wheels zooms towards us carrying a MAIL BOX. Eggs pushes
          Shoe in a wheelbarrow as Fish runs along, all cheering with
          their loot. Suddenly BLAM! Wheels is hit by a BOLAS! Eggs
          leaps into a barrel and the others hide as the Redhats climb
          down from their truck and carry Wheels away.
                         
                               MR. GRISTLE
                    HA HAAA!
                         
                              MR. PICKLES
                    Another villain off the streets!
                         
          Eggs starts to move, to go after Wheels.   Fish holds him
          back.
                         
                                             EGGS
                        (protesting, quietly)
                    Wheels!
                                             (MORE)
                                                                   19.
                         
                                             EGGS (CONT'D)
                        (as Fish holds his arm)
                    What?!
                         
                                             FISH
                        (shaking his head)
                    Hide.
                         
          Eggs stares after his friend and slowly slips down to hide in
          a barrel.
                         
          - Like monsters from a child's nightmare the Redhats loom out
          of the darkness, smash boxes and collect boxtrolls.
                         
          - The boxtroll sleeping pile dwindles as more and more
          boxtrolls are kidnapped.
                         
          - Another night of scavenging as a garden gate hinge SQUEAKS!
          Eggs and Fish continue running but Oil Can can't help himself
          - he stops to oil the gate.
                         
          Oil Can doesn't realize Gristle is standing right behind him
          aiming a medieval looking BLUNDERBUSS BOLAS GUN!
                         
          BLAM! He fires point blank, capturing Oil Can. The little
          boxtroll's oil can flies down the street and lands in front
          of Eggs' hiding spot. Eggs WHIMPERS.
                         
          - SLEEPING PILE: The significantly smaller community tucks in
          for the night as the now rusty water wheel squeaks in the
          background. Eggs looks forlorn and holds Oil Can's oil can.
          Fish GURGLES reassuringly to him.
                         
          As Fish slips into his box to sleep, Eggs SIGHS and looks up
          at the greatly reduced number of "stars" (light bulbs) in the
          ceiling. The water wheel squeaks constantly in the
          background.
                         
                                                                           CUT TO:
                         
          (0500 WPR) WINIFRED PORTLEY-RIND
                         
                         
          EXT. MARKET SQUARE - NIGHT
                         
          Eggs scampers through thick fog across a large Market Square
          encircled by regal buildings. At the far end stands the
          impressive CHEESE GUILD.
                         
          Fish and Shoe lag behind.
                         
                                             EGGS
                                       (WHISPERED)
                    This way.
                                                                     20.
                         
                         
          Shoe runs face first into a STREET LAMP - BOOM! - sending
          gears and baubles clattering to the cobbles.
                         
                                             EGGS (CONT'D)
                                       (LOUDER)
                    Shoe! Come on.
                         
                                             SHOE
                                       (GURGLES ANGRILY)
                         
          Eggs and the boxtrolls' silhouettes skitter across the
          square, over to a small side alley. There is a LOUD CLANG! as
          Eggs and the boxtrolls run into a trash barrel, sending the
          trash can lid noisily rolling across the square.
                         
          PAN UP the Cheese Guild... a LIGHT COMES ON IN A WINDOW.
                         
                         
          EXT. MARKET SQUARE - WINNIE'S BALCONY - CONTINUOUS
                         
          IN THE WINDOW, peeking from behind an ornate curtain, a young
          girl watches the trash can lid fall over and wobble to a
          stop.
                         
          The young girl, WINNIE (12, red-hair, nightgown) GASPS with
          fear -- and fascination -- then whips the curtains closed.
                         
                                             WINNIE
                                       (EXCITED WHISPER)
                    Boxtrolls! (SHUDDER) They could
                    come eat my face off at any moment.
                                       (EXCITED)
                    I'd better warn father.
                         
                         
          INT. CHEESE GUILD - MEZZANINE
                         
          Winnie runs down a staircase towards a set of double doors.
          The SOUND of LAUGHTER and WAFFLING VOICES grows as Winnie
          approaches the door.
                         
          Winnie knocks gently. No response. She knocks harder. Still
          no response. She impetuously pushes the door open.
                         
                         
          INT. CHEESE GUILD - TASTING ROOM
                         
          It's a Victorian MAN CAVE. A dark, ornate rotunda with walls
          lined with cases of RARE CHEESES. At a table stacked with
          FINE CHEESES, four men are seated, wearing gleaming WHITE
          HATS.
                                                                  21.
                         
                         
          BOULANGER, an old man in a STEAM-POWERED WHEEL CHAIR, snoozes
          at one end of the table while the short, rotund LANGSDALE and
          tall, thin, beak-nosed BRODERICK roar with laughter at the
          other end. Standing imperiously in the middle, and wearing
          the most ornate white hat, is LORD PORTLEY-RIND.
                         
                                             LORD PORTLEY-RIND
                    Settle down, men, settle down.
                    Important town business to discuss.
                    First on the docket: more
                    complaints of crumbling bridges.
                         
                                             LANGSDALE
                    Speaking of crumbling... is that a
                    new blue cheese I see?
                         
          Broderick stands and leans into the cheese, breathing deeply.
                         
                                             BRODERICK
                    Does smell delicious.
                         
                                             LORD PORTLEY-RIND
                    I suppose we could do with a nibble
                    first.
                         
          They taste cheeses like snobs tasting fine wines -- sniffing,
          rolling it on their tongues, spitting in buckets, etc.
                         
                                             BRODERICK
                    Mmm... Pungent...
                         
                                                LANGSDALE
                    Complex...
                         
                                             BRODERICK
                    I'm tasting notes of... plum!
                         
          Boulanger snores.
                         
                                             LORD PORTLEY-RIND
                        (mouth full, reading
                                        DOCKET)
                    All good fun, but we do have this
                    school funding initiative to vote
                    on. Been sitting here for months.
                    All in favor of--
                         
                                             BRODERICK
                    --Cutting open the Roquefort next?
                         
                                                ALL
                    AYE!!
                         
          Lord Portley-Rind tosses the docket behind him, giving in.
                                                                     22.
                         
                         
                                             LORD PORTLEY-RIND
                    Well, okay, okay. A quick reminder,
                    tomorrow is Trubshaw Baby
                    Remembrance Day.
                                       (PERVY)
                    And we all know what that means...
                    a performance by Madame Frou Frou.
                         
          A burst of STEAM shoots out of Boulanger's wheelchair.
                         
                                               BOULANGER
                    A VISION!
                         
                                             BRODERICK
                    Now there's a woman...
                         
                                             LANGSDALE
                    ... With some cheese on her bones!
                         
          Portley-Rind leans in like he has a secret, and slowly
          caresses a piece of brie as he says:
                         
                                             LORD PORTLEY-RIND
                    A lady like that is like a fine
                    brie. Raw. Dangerous.
                                       (DEEP SNIFF)
                    Maybe a little stinky, but one
                    taste and you'll be begging for...
                    mmm . . .
                         
          Lord Portley-Rind nuzzles the brie and kisses its crust.
                         
                                WINNIE (O.S.)
                    Father!
                         
          Suddenly, he looks up he sees:
                         
                                               LORD PORTLEY-RIND
                    WINIFRED!
                         
          He SQUEEZES the cheese in his hand, which EXPLODES all over.
          A hunk of the brie lands on his hat. He jumps up and storms
          over to the door. The White hats murmur and gasp.
                         
                              LORD PORTLEY-RIND (CONT'D)
                    Winifred go on. Off to bed. Off to
                    bed! Come on, come on.
                         
                                             WINNIE
                    But Father! I saw boxtrolls again!
                         
                                             LORD PORTLEY-RIND
                    Shoo. Shoo. Shoo.
                                                                  23.
                         
                         
          Portley-Rind's eyes keep sliding back toward the room behind
          him, where the others are tasting another fine cheese.
                         
                                             WINNIE
                    They're right outside. They could
                    come rip the flesh off my bones any
                    moment!
                         
          Behind them: LOUD grunts of satisfied tasting.
                         
                              WHITE HATS (O.S.)
                                       (IN UNISON)
                    Would be a shame to miss this,
                    Portley-Rind!
                         
                                             LORD PORTLEY-RIND
                                       (CALLING BACK)
                    Yes, yes one moment!
                        (to Winnie, distracted)
                    Winifred, proper girls should not
                    be obsessing over grotesque
                    monsters.
                         
          Portley-Rind's attention is directed to the shenanigans going
          on behind him.
                         
                                             WINNIE
                    I'm not obsessed! I just can't stop
                    imagining them gnawing off my toes
                    and stringing them together as a
                    necklace! Father? Father.
                         
                                             LORD PORTLEY-RIND
                                       (NOT LISTENING)
                    Mmm hmm. Yes.
                         
          Portley-Rind turns back and pats Winnie on the head like she
          is a little dog.
                         
                                             WINNIE
                                       (TESTING HIM)
                    If they kidnapped me and slurped up
                    my intestines like noodles, would
                    you give up your white hat to save
                    me?
                         
                                             LORD PORTLEY-RIND
                        (still not listening)
                    Hmm? Um. Yes, Winifred.
                         
                                             WINNIE
                    Father!
                                                                  24.
                         
                         
                                              LORD PORTLEY-RIND
                    What? Uh... White Hat? Right.
                        (looks at his hat)
                    What.. Oh, seems to have been
                    smudged by a bit of brie. Be a dear
                    and have the butler give it a wash,
                    would you?
                         
          He hands a stunned Winnie his White Hat and turns her toward
          the stairs.
                         
                                              WINNIE
                                   BUT--
                         
          He closes the door on her before she can finish her thought.
                         
                         
          INT. CHEESE GUILD - MEZZANINE
                         
                              LORD PORTLEY-RIND (O.S.)
                    Now gentlemen, I apologize...
                    sorry! Back to important White Hat
                    business... Pass the Camembert!
                         
          Winnie is hurt and frustrated. She looks down at the White
          Hat in her hands. Her eyes narrow.
                         
                                             WINNIE
                    I'll give your hat a wash all
                    right.
                         
                         
          EXT. MARKET SQUARE - WINNIE'S BALCONY - NIGHT
                         
          High on the front of the Guild, Winnie bursts through a set
          of french doors and onto a balcony holding the white hat, her
          face an angry scowl.
                         
          She tosses Lord Portley-Rind's hat, frisbee style, out into
          the night sky. The hat glows in the moonlight as it sails
          across the Market Square.
                         
                         
          EXT. MARKET SQUARE
                         
          The white hat hits the ground in the middle of the square.
                         
                         
          EXT. MARKET SQUARE - WINNIE'S BALCONY - CONTINUOUS
                         
          She smiles, satisfied, dusts her hands.
                         
                                              WINNIE
                    Ha!
                                                                   25.
                         
                         
          Then, her smile slowly melts as she realizes this was not her
          brightest move. She hears raucous laughter from the Tasting
          Room.
                         
                                             WINNIE (CONT'D)
                    Uh oh.
                         
                         
          INT. CHEESE GUILD - ENTRANCE HALL
                         
          CLOSE ON DOOR as Winnie quickly unbolts the locks and cracks
          the door.
                         
          (0550 TWH) THE WHITE HAT
                         
                         
          EXT. MARKET SQUARE - NIGHT
                         
          Winnie cautiously peeks out of the Guild. The light behind
          her casts a long strip across the empty Market Square.
                         
          Mist swells in the small pools of light from streets lights.
          The rest is swathed in dark shadows. The hat is clear across
          the square.
                         
          Steeling herself, Winnie creeps out and down the stairs, her
          fancy satin slippers are silent. She gets to the bottom of
          the stairs and looks around. Nobody there.
                         
          The white hat looms from a distance.   She gasps, realizing
          how far she has to go.
                         
          She creeps forward a few more steps and hears a noise. She
          hears something skittering along out in the fog and makes a
          terrified SQUEAK. She covers her mouth.
                         
          Something is watching her.
                         
                                             WINNIE
                    Who... who's there?
                         
          A shape steps forward from the darkness of a nearby alley,
          but is obscured by mist. Two little lights cut through the
          vapor.
                         
          Winnie scrunches her face slightly, focusing intently on the
          figure.
                         
          The shape creeps a little closer. A hunched-over silhouette,
          with glowing round eyes. It's a boxtroll monster!
                         
          Winnie gasps. She stays put and turns her head to the side,
          screwing up her face with curiosity as the figure stands
          upright.
                                                                  26.
                         
                         
          The figure takes another step towards her. REVEAL it is Eggs.
          He lifts his goggles. The light from the street lamp reveals
          his face. He is guarded but curious and mimics Winnie's
          expression.
                         
          She gasps in wonder, the hat momentarily forgotten.
                         
                                             WINNIE (CONT'D)
                                       (CALLING OUT)
                    Who are you, boy?
                         
          Eggs looks confused.
                         
                                                EGGS
                    Boy?
                         
          Fish and Shoe suddenly grab him from behind and pull him out
          of Market Square.
                         
                                             EGGS (CONT'D)
                        (to Fish and Shoe)
                    Why would she call me that?
                         
          Suddenly, BRIGHT LIGHTS hit them! It's the REDHATS' TRUCK!
                         
          Eggs and the boxtrolls sprint around the square, chased by
          the Redhats.
                         
                              MR. PICKLES
                    They're right there, Mr. Trout!
                         
          WITH WINNIE as she watches Eggs and the boxtrolls sprint out
          of the square just a few steps a head of the Redhat's truck.
                         
                              MR. GRISTLE
                    We're right behind you. HA hahaha!
                         
          Winnie stares, slack-jawed as the truck's lights disappear
          down the hill, then she turns and reaches for her father's
          hat, but it's gone, instead she sees--
                         
          -- a big shadowy figure holding the hat and staring at it
          lustily -- Archibald Snatcher. Winnie GASPS.
                         
                                             SNATCHER
                    Hmm. Someone's out past curfew.
                    Very dangerous.
                         
          Winnie is speechless for a moment, then-
                         
                                             WINNIE
                    I... I saw a boy.
                         
          Snatcher still stares at the hat.
                                                                     27.
                         
                         
                                             SNATCHER
                    All I saw was filthy boxtroll
                    monsters.
                         
          Snatcher finally looks at Winnie with an oily, false smile.
                         
                                             SNATCHER (CONT'D)
                    Miss Portley-Rind. Allow me to
                    escort you home.
                         
          Snatcher leans down and offers his arm to Winnie. She snubs
          him.
                         
                                             WINNIE
                    I can escort myself, thank you.
                         
          Winnie turns her back to Snatcher and he gives a grunt of
          frustration and restraint. She turns back to collect the
          hat.
                         
                                             WINNIE (CONT'D)
                    If you'll just give me my father's
                    hat back.
                         
          Winnie grabs for the hat. Snatcher swishes it out of her
          reach and heads for the stairs into the Guild.
                         
                                             SNATCHER
                    Yes, how did this hat find itself
                    aaaaall the way out here?
                         
          Winnie runs after him.
                         
                                             WINNIE
                    The... wind! Blew it, right out the
                    window. Very windy tonight!
                         
          Snatcher looks doubtful. He licks his finger and holds it up.
                         
                                             SNATCHER
                    Hmmm. Must've died down. Suddenly!
                         
          Snatcher heads right to the front door.
                         
                                             WINNIE
                    There's no need to go inside.
                         
                                             SNATCHER
                    Oh, but as a gentleman, I insist.
                         
          Snatcher shoves open the doors, pushes his way into the foyer-
                         
          (0600 SPR) SNATCHER   AND   LORD   PORTLEY-RIND
                                                                     28.
                         
                         
          INT. CHEESE GUILD - ENTRANCE HALL - NIGHT
                         
          -- and approaches the foot of the main stairs.
                         
                                             SNATCHER
                                       (CALLING OUT)
                    Lord Portley-Rind!
                         
          CLOSE ON the TASTING ROOM DOORS.
                         
          SFX Muffled voices of White Hats enjoying themselves suddenly
          stop.
                         
                              LORD PORTLEY-RIND (O.S.)
                                       (MUFFLED)
                    Did you hear something?
                         
          Winnie winces. She turns to Snatcher who is admiring the
          white hat again.
                         
                                             WINNIE
                                       (DESPERATE)
                    Can I have the hat back now?
                         
          Snatcher puts the hat behind his back, grins and pulls Winnie
          up the stairs by her wrist, toward the Tasting Room.
                         
                                             WINNIE (CONT'D)
                                       (PLEADING)
                    Please.
                         
          Portley-Rind bursts out to see Snatcher ascending the stairs.
                         
                                             LORD PORTLEY-RIND
                    What in Gouda's name is going on?
                    Archibald Snatcher?
                         
                                             SNATCHER
                    Deepest apologies, your Lordship.
                    But I found something out in the
                    street that belongs to you.
                         
          Snatcher gestures behind him revealing a sheepish Winnie. As
          he turns he also reveals the white hat. Portley-Rind rushes
          down the stairs to meet Snatcher half way and GRABS THE HAT.
                         
                                             LORD PORTLEY-RIND
                    My White Hat!
                         
          Winnie looks stricken.
                         
                                             WINNIE
                    Huh?
                                                                  29.
                         
                         
          As Portley-Rind pulls on the hat, Snatcher refuses to let it
          go, so they tug each other up and down the stairs.
                         
                                             LORD PORTLEY-RIND
                    I'll take that... Now, now,
                    Snatcher one doesn't acquire a
                    white hat by simply--
                                       (STRAINING)
                    --picking it up... off the street.
                         
          Portley-Rind finally wins the tussle and grabs the hat back.
          He growls under his breath at the smudges left on the brim.
                         
                               LORD PORTLEY-RIND (CONT'D)
                                       (WITH EMPHASIS)
                    A white hat indicates privilege,
                    prestige, position!
                                       (THEN)
                    It must be earned.
                         
          He removes a handkerchief from his breast pocket and dabs at
          the hat's brim.
                         
          From the top of the stairs the other Guild members chime in.
                         
                                             LANGSDALE
                    With Valor!
                         
                                               BOULANGER
                    Chivalry!
                         
                                             BRODERICK
                    Or being rich! That's how I got it.
                         
          Snatcher looks up at them and bows, removing his red hat.
                         
                                             SNATCHER
                    Oh, don't I know it, sirs.
                         
          Snatcher climbs the stairs and gets face to face with Portley-
          Rind.
                         
                                             SNATCHER (CONT'D)
                    Fortunately, we still have our
                    little... agreeeeement.
                         
          Portley-Rind grimaces, remembering.
                         
                                             LORD PORTLEY-RIND
                    Um.. ehhh...
                         
          Snatcher opens his arms, gesturing widely, as he recites the
          particulars of the deal.
                                                                  30.
                         
                         
                                             SNATCHER
                    When I destroy every last boxtroll
                    in this town, I shall earn my white
                    hat... and join you in the Tasting
                    Room.
                         
          Snatcher takes a step toward the Tasting Room door and looks
          longingly into its warm, inviting interior. The White Hats
          reach back and slam the doors shut. Snatcher's face falls.
                         
                                              LORD PORTLEY-RIND
                    Good lord.
                        (twists his mustache)
                    Not sure who should be more
                    terrified - the boxtrolls or us.
                         
          The White Hats chuckle. Snatcher's expression drops into a
          scowl. Portley-Rind puts his hat back on.
                         
                              LORD PORTLEY-RIND (CONT'D)
                    Now, how the devil did my hat get
                    outside in the first place?
                         
          Snatcher smirks and gestures toward Winnie.
                         
                                             SNATCHER
                    I was told the wind had something
                    to do with it.
                         
                                             LORD PORTLEY-RIND
                    The wind, eh?
                         
          Portley-Rind looks at Winnie and frowns.
                         
                                             WINNIE
                    Father, I'm sorry--
                         
                                             SNATCHER
                                       (INTERRUPTING)
                    Sorry! Can't stay. Too much work to
                    do.
                                       (DOFFS HAT)
                    Miss Portley-Rind, your Lordship,
                    Sirs. I bid you good night. I'm
                    sure we'll be seeing each other
                    again very, very soon.
                         
          Snatcher oozes out the door. Portley-Rind looks at Winnie and
          shakes his head.
                         
                                             LORD PORTLEY-RIND
                                       (EXASPERATED)
                    Hmmmm.. Winnie...
                                                                  31.
                         
                         
          Winnie is about to defend herself when Snatcher pops his head
          back in and points to his head.
                         
                                             SNATCHER
                    Don't forget. I'm a size six-and-a-
                    half. Order ahead.
                         
          As he finally leaves, his hat gets caught in the door and he
          lets out a frustrated growl/groan.
                         
                                                SNATCHER (CONT'D)
                                          (UNDER BREATH)
                    Ugh!
                         
          Winnie pleads her case from the foot of the stair case as the
          White Hats return to their cheese.
                         
                                             WINNIE
                    Father, I'm sorry! I didn't mean
                    to. Well, at first I did, but I
                    think this situation offers a great
                    opportunity for a father and
                    daughter to discuss their feelings--
                         
          Portley-Rind rolls his eyes and turns back to the Tasting
          Room.
                         
                                             WINNIE (CONT'D)
                    --WAIT! I saw something out there.
                    A boy with boxtrolls--
                         
                                             LORD PORTLEY-RIND
                                       (INTERRUPTING)
                    Not another word.
                         
                                             WINNIE
                    But Father I really-
                         
                                                LORD PORTLEY-RIND
                    Bed!
                         
          Portley-Rind shuts the door leaving Winnie alone. She looks
          back towards the front doors.
                         
                                             WINNIE
                    I did see a boy...
                         
                         (0700) FISH CAPTURED
                         
                         
          EXT. CHEESEBRIDGE STREET - NIGHT
                         
          CLOSE ON: Fish, Eggs and Shoe sprinting down a twisting and
          turning street. The Redhats' vehicle is right behind them.
                                                                  32.
                         
                         
          Eggs' helmet is blown off while he runs. It flies onto the
          street behind them and is crushed under the Redhats' truck.
                         
                              MR. PICKLES
                                       (YELLING)
                    Hark! Here come The Exterminators!
                         
                              MR. GRISTLE
                    Exterminate! HA ha ha ha!
                         
                              MR. TROUT
                    But don't that sound like we're the
                    villains?
                         
                                 MR. PICKLES
                    Huh.
                         
          ON TWO BOXTROLLS, SPARKY AND SNIPS, GATHERING A FEW BLOCKS
          AHEAD: BAM! They are hit by headlights as Fish, Eggs and Shoe
          come running between them.
                         
                                                EGGS
                    RUN!
                         
          Sparky and Snips hide in their boxes.
                         
                              MR. PICKLES
                    Hark! Here come The
                    Exterminators... OF JUSTICE!
                         
                              MR. GRISTLE
                                       (SCREAMING INSANELY)
                    WE EXTERMINATE JUSTICE!
                         
          Mr. Pickles and Mr. Trout look at each, both terrified of Mr.
          Gristle.
                         
                                 MR. GRISTLE (CONT'D)
                    Faster!
                         
                                                EGGS
                    Grab hold!
                         
          Eggs, Fish and Shoe join hands and leap from the streets onto
          rooftops. As they careen from roof to roof, the boxtrolls
          tuck into their boxes, but Eggs can't fit in his box. He
          wraps his arms around Fish's box and rides on Shoe's box.
                         
          The Redhats' vehicle skids around the bend and swerves
          through the streets until it gets below them. Gristle's head
          sticks out, wind whipping his face like a dog.
                         
                                 MR. GRISTLE
                    HA HA HA!
                                                                  33.
                         
                         
                              MR. PICKLES
                    Over there Mr. Trout!
                         
          Pickles nervously aims a BOLAS GUN, clearly not comfortable
          with the weapon. He fires, and a WEIGHTED BOLAS shoots out...
          but, misses Eggs and the boxtrolls badly.
                         
          Eggs, Fish, and Shoe tumble off of the rooftops. They fall
          through the air before bouncing from a store AWNING and
          landing on the cobblestone street.
                         
          Eggs leads the boxtrolls toward a drain pipe.
                         
                                               EGGS
                    This way!
                         
          Gristle FIRES his sawed off BOLAS GUN as the truck skids!
                         
                              MR. GRISTLE
                                       (LAUGHING)
                    My turn! HA HA!
                         
          The bolas whizzes toward Eggs and the fleeing boxtrolls as
          they leap into a drain pipe!
                         
                         
          INT. SEWER - DAY
                         
          ON FISH as a the weighted bolas wrap around his box. His
          feet are pulled out from under him as he reaches out toward
          his friends.
                         
                                               FISH
                    Egg!
                         
          The bolas rope is attached to the Redhats truck, just outside
          of the sewer pipe. The rope tightens as they begin to wind
          up the slack.
                         
          Eggs and Shoe turn to see Fish grabbing the sides of the
          slick sewer, trying not to be pulled away. Eggs scrambles
          around Shoe, hiding in his box, and rushes to Fish as he is
          dragged down the pipe towards the Redhats.
                         
          Eggs grabs Fish's hand, but the Redhats are too strong. Fish
          frantically cries out.
                         
                                             FISH (CONT'D)
                    Eggs! Eggs!
                         
                                               EGGS
                    No!
                                                                     34.
                         
                         
          Eggs can't hold on and Fish's hand slips free, he's pulled
          out of the pipe CRYING!
                         
                                              FISH
                     EGGGGS!
                         
          Fish is yanked out of sight.   Eggs is left lying on the
          ground, gasping ffor breath.   His best friend is gone.
                         
          SILENCE.
                         
          Eggs startles as Shoe touches his shoulder. He looks up and
          Shoe shakes his head, resigned. Shoe takes Eggs' arm and
          slowly leads him deeper into the pipe bend, toward home.
                         
          (0750 EGC) EGGS' CHOICE
                         
                         
          INT. BOXTROLL CAVERN - EGGS' NOOK
                         
          CLOSE ON the spinning Quattro Sabatinos record.
                         
          Eggs sits hunched over in despair with one finger resting on
          the music machine, causing it to play very, very, slowly.
                         
          Behind Eggs we see Shoe's face appear. He stares at Eggs.
                         
                         BEAT
                         
          Shoe throws a bug at Eggs. It bounces off his head. No
          reaction, so Shoe does it again... still no reaction.
                         
                         BEAT
                         
          Shoe enters the nook. Eggs looks at him. Shoe holds out two
          hands full of yummy bugs.
                         
                                              SHOE
                     (gurgles) Bugs for dinner?
                         
          Nothing.
                         
          Shoe sighs, and puts a bug in his mouth.
                         
                                              EGGS
                                        (QUIETLY)
                     Why do we do this, Shoe...
                         
          Shoe stops eating, opens his mouth as if to answer then
          pauses, agape. The bug crawls out and up onto the top of his
          head. Shoe thinks, gurgling.
                                                                  35.
                         
                         
                                              EGGS (CONT'D)
                    Carry on like everything is normal?
                    They drag us away and we do
                    nothing...
                         
          The lucky bug extends it's wings and flies away. Shoe doesn't
          react. He doesn't know what to say.
                         
          SFX: THE CLOCK GOES OFF SIGNALING TIME TO SLEEP.
                         
          Shoe glances out of the cave as the remaining boxtrolls start
          to make what's left of the communal sleeping pile.
                         
          Shoe looks back and forth between Eggs and the sleeping pile.
          He knows he should stay, but the sleeping pile is really
          coming together out there. With a whine of frustration for
          his friend, he shakes off some bugs for Eggs to eat and
          leaves.
                         
          Eggs sighs and looks over to the corner where Fish's old saw
          and bow lean against the wall.
                         
          The bugs Shoe left crawl up Eggs' arm and he angrily shoves
          them away and notices the Quattro Sabatino's RECORD COVER.
                         
          CLOSE ON: The faces of the four singers, each one festooned
          with an elaborate mustache, and then on to their orange and
          brown striped coats and finally focussing on their straw
          boater hats. Eggs lowers it to reveal--
                         
                         
          INT. BOXTROLL CAVERN - DRESSING AREA - LATER
                         
          --Eggs REFLECTION IN AN OLD CRACKED MIRROR. He is wearing a
          disguise based on the singers from the Quattro Sabatino's
          record cover (which he holds in his hand). He has made a
          striped jacket by sewing strips of orange fabric to an old
          coat and found a filthy old straw boater. He has even drawn a
          twirled Van Dyck mustache on his face with a lump of coal.
                         
                                             EGGS
                                       (HOPEFUL)
                    I look like one of them.
                                       (DOUBTFUL)
                    (SIGH) Sort of.
                         
          He looks at the pile of sleeping boxtrolls as they snore. He
          looks back at the mirror.
                         
                                             EGGS (CONT'D)
                                       (DETERMINED)
                    I'll find you, Fish!
                                                                     36.
                         
                         
          He tiptoes out into the cavern and sneaks off into the
          shadows.
                         
                         
          INT. SEWER - DAY - MOMENTS LATER
                         
          In a pitch black sewer, a thin ray of sunlight shoots down
          from a hole in a manhole cover.
                         
          Eggs' filthy hand, wrapped in torn strips of fabric, reaches
          into the light. Dust motes drift around his hand and glow.
          The reflected light illuminates Eggs' wide eyed face.
                         
                         (0800) DAYLIGHT
                         
          DOWN SHOT: Eggs climbs up toward the manhole. He has to
          squint at the bright sunlight.
                         
          EGGS POV: Looking up at the manhole until the bright light
          fills the screen.
                         
          SFX: As we go into the light, the sound of the streets of a
          bustling city gets louder and louder.
                         
                         
          EXT. MARKET STREET - DAY
                         
          CLOSE ON: A heavy cast iron manhole as it grinds open.
          Blinding sunlight pours in.
                         
          Eggs' dirty face peeks out. His eyes go wide.
                         
                                             EGGS
                                       (AMAZED)
                    Wow...
                         
          KLANG! A fat man steps on the manhole cover and slams it
          shut.
                         
                              EGGS (O.S.) (CONT'D)
                    Ahh!
                         
          A beat. The manhole opens again (KLANG!!), and again is
          slammed shut as it is driven over, by a CART that stops.
                         
          Eggs shoves the manhole open and clambers out. For a second
          he's reassured at how calm it is then the cart moves off and
          he is left crouching in the middle of a busy street. He looks
          up and is BLINDED BY THE SUN. AAARGH!
                         
          DRUM BEATS and a CYMBAL CRASH! Eggs jumps out of the way as a
          ONE MAN BAND marches through, almost running him over. He's
          pushed and shoved by a festive crowd...
                                                                  37.
                         
                         
                                               EGGS (CONT'D)
                    AHHHH!!!
                         
                                             TOWNSPERSON 1
                    Outta the way!
                         
          Until he backs into an OLD TIMEY BACKDROP painted with lurid
          images of monstrous boxtrolls stealing a wailing baby.
                         
                                             PHOTOGRAPHER
                    Get yer picture taken with the
                    Trubshaw Baby! A humorous keepsake
                    for this dark and dreadful day!
                         
                                             EGGS
                    AHHHH!! (rights himself) Eek.
                         
          Eggs stumbles backwards into the crowd where he is crushed
          between pedestrians until he is lifted off the ground and
          carried along.
                         
                                             EGGS (CONT'D)
                    Ehh! Oof. Eek!
                         
          Above Eggs the bright sun distorts the faces in the crowd
          like in a fever dream.
                         
          Eggs is carried along, his feet lifted off of the ground by
          the bustling crowd.
                         
                                               EGGS (CONT'D)
                    Hey. Oww!
                         
          The crowd parts and he is dropped to the ground at the foot
          of a stage with a loud OOF!
                         
          (0900 MFF) MADAME FROU FROU
                         
                         
          EXT. MARKET SQUARE - DAY
                         
          Everyone hushes as a too enthusiastic CARNIVAL BARKER'S voice
          introduces the act.
                         
                              SNATCHER (O.S.)
                    Ladies and gents, From the long-
                    lost land of Crackerslovakia --
                    MADAME FROU FROU!
                         
          MADAME FROU FROU bursts through the curtains. She's a big,
          sexy, voluptuous woman, exotic in a weird Eastern European
          MAE WEST kind of way.
                                                                   38.
                         
                         
                              MADAME FROU FROU
                                       (HIGH-PITCHED LADY-VOICE)
                    Helloooo Cheesebridge! Hello
                    darlinks! Thank you! Thank you! My
                    darlinks!
                         
                                              LORD PORTLEY-RIND
                    Yoo hoo! I'm your biggest fan,
                    Frou Frou.
                         
          Portley-Rind and the White Hats call from their exclusive
          podium in the center of the crowd. Winnie and a very bored
          Lady Cynthia Portley-Rind stand next to Lord Portley-Rind.
                         
                              MADAME FROU FROU
                    Lord Portley-Rind, you are TOO
                    much.
                                       (FLIRTING)
                    Or maybe just enough! Rowrr!
                         
          Frou Frou gives him a wink as Lady Portley-Rind elbows him in
          the stomach.
                         
                                             LORD PORTLEY-RIND
                    Oof. Very good.
                         
          Frou Frou takes center stage.
                         
                              MADAME FROU FROU (CONT'D)
                    Today I shall perform ze sad tale
                    of ze Trubshaw baby! But first, I
                    need a helper from ze audience!
                         
          Winnie jumps up and down, waving her hand enthusiastically.
                         
                                             WINNIE
                        (raises hand, jumps)
                    Me! Pick me! Me!
                         
                              MADAME FROU FROU
                        (pretending not to see
                                        WINNIE)
                    Anyone? Anyone at all? Nobody?
                         
                                             TOWNSFOLK BOY
                    Excuse me, I'd like to--
                         
          Winnie roughly elbows the boy out of the way--
                         
                                             WINNIE
                    Move aside! Pick me...
                         
          -- and climbs up on stage without being asked. Eggs is
          transfixed - It IS the girl from last night!
                                                                    39.
                         
                         
                              MADAME FROU FROU
                                       (FALSELY WELCOMING)
                    Ah! Little Miss Portley-Rind, you
                    shall play ze sweet little baby
                    Trubshaw.
                         
          Frou Frou gives Winnie a bonnet.
                         
                                             WINNIE
                    I saw a boy with boxtrolls last
                    night! Maybe your audience would
                    like to hear-- OOF!
                         
          Frou Frou shoves a pacifier in Winnie's mouth and scoots her
          behind the curtains.
                         
                              MADAME FROU FROU
                    Stick to ze script, my darlink!
                         
          Frou Frou walks to the BARREL ORGAN and turns the BRASS
          HANDLE. Once it is wound, she takes her place at center
          stage, a FAN poised coyly over her face.
                         
                              MADAME FROU FROU (CONT'D)
                    Ten years ago a plot was hatched
                    Where evil was with cunning matched
                    Whoever left their doors unlatched
                    Would find their infant children
                                   SNATCHED
                                   BY BOXTROLLS
                         
          ON EGGS watching the show, shocked.
                         
                                              EGGS
                    What?!
                         
          Back to the show.
                         
                               MADAME FROU FROU
                    Oo    no   Boxtrolls
                         
          Winnie and Mr. Pickles, without his red hat and wearing a
          fake mustache, come dancing out on stage as Papa Trubshaw and
          Baby Trubshaw. Pickles struggles to pick up Winnie and hold
          her like a baby.
                         
                              MADAME FROU FROU (CONT'D)
                    Trubshaw Senior loved his kid
                    The same as regular father's did
                    If you don't want to share his
                                   PLIGHT
                    Make sure that you are locked up
                                   TIGHT
                                   FROM BOXTROLLS
                                                                   40.
                         
                         
          Winnie dances in place and pretends to sleep as Pickles walks
          off stage.
                         
                              MADAME FROU FROU (CONT'D)
                    For this night Baby's Dad Trubshaw
                    Quite forgot to lock his door
                    And as soon as he began to snore
                    The Boxtrolls came in to withdraw
                                   POOR BABY
                    Those vile Boxtrolls
                         
          A trap door opens in the stage floor and Mr. Gristle climbs
          out dressed in a crude BOXTROLL COSTUME made from papier-
          mâché. Gristle GROWLS.
                         
                              MADAME FROU FROU (CONT'D)
                    So lock your windows, bolt your
                                   DOORS
                    Or Boxtrolls with their creepy
                                   CLAWS
                    Will take your children in their
                                   PAWS
                    And drag them down to feed their
                                   JAWS
                                   BOXTROLLS
                         
          The crowd HISSES as Gristle grabs Winnie and pushes her down
          the trap! Gristle makes CHOMPING and NOM NOM sounds.
                         
                                             GRISTLE
                    RAWR!
                         
          Pickles runs onto the stage melodramatically pantomiming a
          heart-broken father searching for his missing child.
                         
                              MADAME FROU FROU
                    Mister Trubshaw went quite wild
                    When he found out he'd lost his
                                   CHILD
                    He did what any Dad would do
                    He ran off swiftly to pursue those
                                   BOXTROLLS
                         
          Mr. Gristle returns and stalks Pickles from behind--
                         
                                             CROWD
                    No! / Behind you!/ Look out man!
                    He's behind you!
                         
          --And, a bit too enthusiastically, shoves Pickles down
          through trap door.
                                                                  41.
                         
                         
                              MADAME FROU FROU
                    "Help, help, help me please won't
                    you?"
                    But the Boxtrolls did what
                                   BOXTROLLS DO
                    They snatched him up and began to
                                   CHEW
                    Until there was no residue
                    Of Trubshaw.
                         
          Mr. Trout throws an arm full of papier-mâché BONES onto the
          stage. Gristle picks one up, shoves it into his papier-mâché
          jaws and taunts the audience like a villainous professional
          wrestler.
                         
                              MADAME FROU FROU (CONT'D)
                    They pulled him down into their
                                   NEST
                    Hardly pausing to digest
                    They left his bones but ate the
                                   REST
                    Never be a dinner guest
                                   OF BOXTROLLS
                    Oo those Boxtrolls
                         
                                             CROWD
                    Booooo!
                         
                                             EGGS
                    But she's lying.
                         
          A man standing next to Eggs overhears and looks down at him.
          Eggs pales and pulls his disguise tighter.
                         
                              MADAME FROU FROU
                    And that's the story of the
                                   TRUBSHAW KID
                    Don't do what Father Trubshaw did
                    If you see Boxtrolls don't placate
                                   THEM
                    Catch 'em and exterminate them
                                   BOXTROLLS
                         
          Frou Frou wallops Gristle with her fan. The crowd cheers her
          on as she beats the crap out of him in a not-very-ladylike
          fashion. The crowd is whipped into a frenzy!
                         
                              MADAME FROU FROU (CONT'D)
                    Kill those Boxtrolls!
                         
          Eggs is crushed by the furious crowd as they chant along with
          Madame Frou Frou.
                                                                   42.
                         
                         
                              MADAME FROU FROU (CONT'D)
                    Kill those Boxtrolls!
                         
                                             CROWD
                    Kill those boxtrolls!
                         
                              LORD PORTLEY-RIND/WHITE HATS
                    Don't forget about our party
                    tonight, Frou Frou!
                         
          Eggs looks around at the frantic crowd, he sees Winnie
          exiting out the back of the stage. She dusts herself off and
          heads back into the crowded market. Eggs follows her.
                         
          (1000 EFW) EGGS FOLLOWS WINNIE
                         
                         
          EXT. MARKET SQUARE
                         
          As Winnie makes her way across the crowded square Eggs
          follows her.
                         
          - When he sees the One Man Band coming closer, he ducks down
          into a box shape as if he could hide like a real boxtroll.
          When the danger is passed he looks up and sees Winnie
          disappearing into the crowd.
                         
          - Eggs runs to catch up and has to jump over a vendor pushing
          a cart.
                         
                                             TOWNSPERSON 2
                    Hey? What the...
                         
          - Eggs falls in behind Winnie a she nonchalantly circles the
          tent of a cheese seller. She suddenly looks back and STARES
          RIGHT AT EGGS! Eggs hides behind a Swiss cheese.
                         
          Winnie ignores him and heads off down the street with Eggs
          still following until she--
                         
                         
          EXT MARKET SQUARE - ARCADE - DAY
          --Lunges around a corner and disappears! Eggs runs after her,
          turns the corner and she's gone. Suddenly she jumps out in
          front of him.
                         
                                             WINNIE
                    What do you want!
                         
          Eggs, startled, instinctively hides in a barrel. Winnie peers
          in at him.
                                                                    43.
                         
                         
                                              WINNIE (CONT'D)
                    You're the worst pickpocket I have
                    ever seen.
                         
          She tosses him a coin.
                         
                                             WINNIE (CONT'D)
                    Here, buy yourself a book on how to
                    be a better thief.
                         
          She walks away shaking her head.
                         
          Eggs climbs up out of the barrel.
                         
                                             EGGS
                    Wait! I saw you last night.
                         
          Winnie freezes, eyes wide. She slowly turns back to him. He
          looks down, too scared to look her in the eye.
                         
                                             EGGS (CONT'D)
                    And they took Fish, and... I don't
                    know where they took him...
                         
          He looks up and Winnie is right in front of him.
                         
                                             EGGS (CONT'D)
                    Ah!
                         
                                             WINNIE
                    You were with the boxtrolls last
                    night?
                         
          Eggs wipes the coal dust mustache from his face.
                         
                                             EGGS
                    Yes.
                         
                                             WINNIE
                                       (EXCITED)
                    Whoah! I KNEW IT! I KNEW IT! I KNEW
                    IT!
                         
          Winnie gleefully dances about as Eggs climbs out of the
          barrel.
                         
                                             WINNIE (CONT'D)
                    Father didn't believe me but I KNEW
                    IT! How did you escape?!
                         
                                             EGGS
                    We went underground and they--
                                                                  44.
                         
                         
                                             WINNIE
                                       (INTERRUPTING)
                    Did they drag you down to their
                    hideous caves?
                         
                                                EGGS
                    Huh?
                         
          Eggs backs up as Winnie advances, intensely presses him for
          information.
                         
                                             WINNIE
                    Were there mountains of baby bones
                    and rivers of blood?
                         
                                                EGGS
                    What?
                         
                                             WINNIE
                    Did they eat your family?
                         
                                                EGGS
                                   MY FAMILY-
                         
                                             WINNIE
                    Did they let you watch?!
                                       (PAUSE)
                    I mean, make you watch?!
                         
          She grabs him by the shoulders.
                         
                                             WINNIE (CONT'D)
                    TELL ME EVERYTHING!
                         
          Freaked out and frustrated, Eggs BITES HER ON THE ARM. She
          freezes. They stare at each other, Eggs panting, her in
          shock. She looks down at her arm flabbergasted.
                         
                                             WINNIE (CONT'D)
                    You bit me.
                         
                                             EGGS
                    I need to find the Men in Red Hats!
                         
          Winnie looks at the bite mark again.
                         
                                             WINNIE
                    You bit me with your mouth.
                         
                                             EGGS
                    The Men in Red Hats!
                                                                  45.
                         
                         
                                             WINNIE
                    The boxtroll exterminators? They
                    live down on Curd's Way.
                         
                                             EGGS
                    How do I get there?
                         
          Winnie points to the Milk Street sign that they are standing
          under.
                         
                                             WINNIE
                    Curds Way? Milk turns into it.
                         
          The one man band drops a CYMBAL: BA DUM CHHHH!
                         
          Eggs turns to go, then hesitates.
                         
                                             EGGS
                    It's not true, you know.
                                       (ANGRY)
                    We don't eat babies!
                         
          He runs off down the street.
                         
                                             WINNIE
                    We? What do you mean we?
                         
          Eggs rounds a corner and is gone.
                         
                                             WINNIE (CONT'D)
                    Come back here! TELL ME EVERYTHING!
                         
          She takes off after him.
                         
          (1100 SLR) SNATCHER'S LAIR
                         
                         
          INT SNATCHER'S FACTORY - SAME TIME
                         
          CLOSE ON Fish's frightened face peeking out from under his
          box lid. REVEAL he's in a cage, being stared at by the three
          Redhats -- Pickles, Trout and Gristle.
                         
          Gristle reaches up and pokes him with a cricket bat.
                         
                              MR. GRISTLE
                                       (SINISTER WHISPER)
                    POKE.
                         
                              MR. PICKLES
                    You ever wonder what they're
                    thinkin' `bout, Mr. Trout?
                                                                  46.
                         
                         
                              MR. TROUT
                    I imagine they're evaluating their
                    life choices.
                         
                              MR. PICKLES
                    Ah. Wonderin' why they chose to be
                    evil, disgusting monsters instead
                    of good guys like us!
                         
                              SNATCHER (O.S.)
                    Wrong, Mr. Pickles!
                         
          They turn to see Snatcher, coming down a long walkway behind
          them, backlit by tall windows. He finishes drying his face
          with a towel, then walks towards them, orating THEATRICALLY:
                         
                                              SNATCHER (CONT'D)
                    A boxtroll cannot CHOOSE a new life
                    because a boxtroll does not ASPIRE
                    to be anything more than a weak,
                    lowly pest.
                                       (A BEAT)
                    But a man -- a great man!
                        (tosses towel, arms wide)
                    And his...
                         
                              MR. TROUT
                    Colleagues?
                         
                              MR. PICKLES
                    Best chums?
                         
                                              SNATCHER
                    ... stooges
                                       (THEN)
                    ... can choose to change their
                    lives. Our dreams are in our grasp!
                         
          Snatcher lifts Mr. Gristle into the air.
                         
                                             SNATCHER (CONT'D)
                    Let us be dream-graspers, fate-
                    snatchers, destiny-takers! Let us
                    grasp our dreams and shove them
                    down everyone's throat! Am I not
                    right?
                         
                              MR. GRISTLE
                    THROAT!
                         
                                             SNATCHER
                    YES!
                                                                  47.
                         
                         
          Snatcher throws Gristle and Pickles catches him in his arms,
          holding him like a small child. Gristle smiles maniacally.
                         
                              MR. PICKLES
                    That's why your name is the boss,
                    boss!
                         
                              MR. TROUT
                    I'mnotastooge, am I?
                         
          Pickles releases Gristle as they follow Snatcher.
                         
                                             SNATCHER
                    Now, gentlemen. What better way to
                    dream than to walk in the shoes of
                    those to whom we aspire? Mr.
                    Pickles, fetch the--
                         
                                 MR. PICKLES
                    Shoes?
                         
                                 MR. TROUT
                    Clogs?
                         
                                 MR. GRISTLE
                           (brandishing cricket bat)
                    BAT!
                         
                                                SNATCHER
                    Cheese.
                         
          Snatcher walks away as Trout and Pickles blanche. Their faces
          go from rapt attention to apprehension. Gristle just keeps
          his deranged grin.
                         
                                 MR. TROUT
                    Oh no.
                         
                                 MR. PICKLES
                    Oh dear.
                         
                              MR. GRISTLE
                    Nice! Heh heh heh heh heh...
                         
          (1200) EGGS SAVES FISH
                         
                         
          EXT. CHEESEBRIDGE - WORLD VIEW
                         
          Cheesebridge looms quietly overhead. The camera slowly pans
                         DOWN AS--
                                                                  48.
                         
                         
          EXT. INDUSTRIAL WASTELAND
                         
          Eggs reaches an intersection and stops at the street signs:
          MILK AVE and CURDS WAY. He looks around at the industrial
          wasteland. In the distance is one lone building with a bloody
          red top hat painted on the huge wooden door.
                         
          Eggs heads toward it.
                         
                         
          INT. SNATCHER'S FACTORY
                         
          CLOSE ON Snatcher's grimy hands holding up a white hat made
          out of paper.
                         
                                             SNATCHER
                    Men, don your white hats.
                         
          Snatcher lowers the paper hat onto his head. Across the table
          from him the Redhats replace their red hats with paper white
          hats. They all sit at a table set with cracked crockery and
          mismatched plates.
                         
                              MR. PICKLES
                    Are you sure about this, boss? You
                    know what cheese can do to you...
                         
                                             SNATCHER
                        (tucking a napkin into his
                                        COLLAR)
                    Unless you are referring to how
                    cheese brings men of respect and
                    power together in brotherhood, no,
                    I do not know what...
                                       (LOOMING MENACINGLY)
                    "Cheese. Does. To. Me."
                         
                              MR. PICKLES
                    (GULPS) That's what I meant then.
                         
                                             SNATCHER
                    Marvelous! Then let us begin.
                         
          Trout takes a little piece of cheese out of a package labeled
          "EXTRA MILD CHEDDAR". He focuses and cuts off the tiniest
          little sliver and puts it on a plate, inspects it and slices
          it into an even smaller piece... then slices it again... and
          again... and again... and--
                         
                                             SNATCHER (CONT'D)
                                       (YELLS)
                    ENOUGH!
                                                                  49.
                         
                         
          Snatcher bangs his fist on the table. Startled, Pickles and
          Trout jump. Then Trout puts a tiny slice of cheese on a plate
          and very slowly rotates the top of the table like a Lazy
          Susan. It takes forever for Snatcher's plate to arrive in
          front of him.
                         
          Snatcher loses patience and spins the table so that a plate
          lands in front of him. As he moves to pierce the cheese with
          his fork, the plate shifts to the left. He glares at Mr.
          Trout and Mr. Pickles, who turned the table top. They
          immediately return the plate.
                         
          The Redhats stare nervously as Snatcher stabs the curd and
          raises it to his lips and places it on his tongue. He chews,
          relishing it, then swallows.
                         
                                             SNATCHER (CONT'D)
                                       (SMILING)
                    Mmmm!
                         
          The Redhats relax. They take a tiny piece of cheese each and
          eat it.
                         
                                             SNATCHER (CONT'D)
                    I say, old chaps, it's quite, um...
                                   QUITE--
                         
                              MR. TROUT
                    --Aromatic? Oaky? With an undertone
                    of a mother's smile on a warm
                    spring day? Hmm...
                         
                                             SNATCHER
                    Yes! Those things! Etcetera
                    etcetera, big words, chummy
                    banter...
                         
          As the Redhats look on in horror, red spots appear across
          Snatcher's face. He scratches at them absently.
                         
                              MR. PICKLES
                        (whispered to Trout)
                    Someone's got the cheese fits
                    again.
                         
                              MR. TROUT
                                       (SHUDDERS)
                        Ohhh...
                        (whispered to Gristle)
                    Quickly, quietly, get the leeches.
                         
          Gristle scurries away, crossing behind Snatcher.
                                                                     50.
                         
                         
                               MR. GRISTLE
                    QUIETLY!
                         
                                             SNATCHER
                                       (SLURRED)
                    Where is he going? Is he getting
                    more cheese?
                         
          Snatcher's lips instantly PUFF UP into huge, wobbly,
          distended FISH LIPS. The Redhats stare--
                         
                               MR. GRISTLE
                    Quietly!
                         
                                              SNATCHER
                    What?
                         
                              MR. PICKLES
                                       (SCARED)
                    I think you've had enough for
                    today, boss.
                         
          In the background, Eggs' silhouette appears in the soot-
          covered window. He wipes away the grime to look in.
                         
                         
          EXT. SNATCHER'S FACTORY - DAY
                         
          Eggs looks away from the window up at a large, rickety AIR
          DUCT attached to the side of the building. He climbs into the
          duct, leaving his disguise behind.
                         
                         
          INT. SNATCHER'S FACTORY - DAY
                         
          BACK TO SCENE. Snatcher's face is now grotesquely misshapen
          and one eye has swollen shut like Quasimodo.
                         
                                             SNATCHER
                        (slurred by swollen lips)
                    Isn't this nice? Chewing the
                    cheddar with the big cheessses.
                    Holding my own--
                                       (GULPS CHEESE)
                    --With sssophissstication and
                    sssavoir faire!
                         
          Pickles, and Trout sit nervously at the table and stare at
          him.
                         
                              MR. PICKLES
                                       (SUPER WORRIED)
                    Yup. Nothing terrifying about that.
                                                                    51.
                         
                         
                               MR. TROUT
                         (rubs his neck, nervously)
                     Uh huh huh...
                         
                                              SNATCHER
                     Thisss is where I belong!
                         
          He leans back in his "throne" and begins orating again.
                         
                               MR. TROUT
                     Spot on, as always, sir.
                         
          Eggs appears peeking out of the air duct high on the factory
          wall.
                         
                               MR. PICKLES (O.S.)
                     You're not wrong, boss.
                         
                                              SNATCHER
                                        (ANGRY)
                     Well not here! In this rotten
                     factory!
                         
          Snatcher quickly leans forward, slams his fist on the table
          and stands.
                         
                                              SNATCHER (CONT'D)
                     I belong up there!
                         
          Eggs shrinks back into the duct, afraid that Snatcher has
          noticed him.
                         
                               MR. TROUT (O.S.)
                     I'm agreeing so I don't upset you.
                         
                               MR. PICKLES (O.S.)
                     Very clever.
                         
          ON SNATCHER as he lurches up from the table and points toward
          the city. Eggs retreats slightly into the duct in response to
          Snatcher's erratic movements.
                         
                                              SNATCHER
                     In the tasting room, supping on the
                     choicest cheeses... Everyone in
                     town bowing down to me, like a
                     gentleman, a lord with a white hat!
                         
          ON EGGS: He spots Fish in a cage suspended above the floor.
                         
                                              EGGS
                     Fish!
                         
          He   leaps onto a hanging chain and climbs.
                                                                     52.
                         
                         
                              MR. PICKLES (O.S.)
                    You've never been wrong, boss.
                         
                              SNATCHER (O.S.)
                    It's a time-honored tradition.
                         
          In the background, Snatcher stands up quickly, sending his
          chair flying and stalks around.
                         
                                             SNATCHER (CONT'D)
                                       (FRUSTRATION)
                    Aaaarrgh!
                         
          Eggs climbs across the rafters, above the Redhats as--
                         
                              MR. TROUT
                    Now, now boss... Don't get yourself
                    all worked up.
                         
                              MR. PICKLES
                    Use your breathing.
                         
          --Pickles and Trout follow Snatcher nervously, like guards at
          an insane asylum.
                         
          ON SNATCHER: as they move in to comfort him but he rails back
          at them, arms flailing.
                         
                                             SNATCHER
                    Stand back peasants! You don't
                    touch your King!
                         
          ON EGGS: as he works his way through ceiling girders. He
          jumps from the rafters to a loose chain.
                         
                              SNATCHER (O.S.) (CONT'D)
                    King Archibald Snatcher. Yes, I
                    shall be king too, why not?
                         
                              MR. TROUT (O.S.)
                    Stay with us, boss.
                         
                              MR. PICKLES (O.S.)
                    Tell us more about when you'll be
                    king.
                         
          Eggs lands quietly. He peeks out from behind a crate and
          sees Snatcher climb onto the table to get away from Trout and
          Pickles.
                         
                                             SNATCHER
                    HE won't let me! That pompous
                    Portley-Rind and his gaggle of
                    giggling sycophants.
                                                                    53.
                         
                         
          Fish's cage hangs in between.
                         
                              MR. PICKLES (O.S.)
                    Now, now Boss, you be careful up
                    there.
                         
          Eggs runs to Fish's hanging cage and climbs on.
                         
                              SNATCHER (O.S.)
                    Father always said if you worked
                    hard, you'd get a white hat! And
                    what did he ever get! NOTHING!
                         
                                             EGGS
                                       (WHISPERS)
                    Fish.
                         
                                             FISH
                                       (STARTLED)
                    Ahhh!
                         
          Fish hides in his box making the cage swing and SQUEAK.
                         
          ON GRISTLE: In the corner where he leans into a filthy FISH
          TANK pulling out slimy, wriggly LEECHES and dropping them
          into a jar.
                         
          Gristle jerks up and hones in on the sound like a bat. He
          stares as the cage slowly spins threatening to reveal Eggs.
                         
                              MR. TROUT
                    Hurry Mr. Gristle, were losing him.
                         
          Gristle turns back to harvesting leeches just as Eggs swings
          into view. PHEW!
                         
          Eggs swings himself back out of sight.
                         
                              SNATCHER (O.S.)
                    I've worked my hump off for this
                    town!
                         
                              MR. PICKLES (O.S.)
                    And it's growing back.
                         
                              SNATCHER (O.S.)
                    Wading through wet garbage in the
                    middle of the night, crawling after
                    monsters! What has Portley-Rind
                    ever done. Eat some cheese, run the
                    government, NOTHING!
                                                                    54.
                         
                         
          ON FISH: as Eggs watches the Redhats argue. Snatcher
          unsteadily climbs on top of the table and continues his
          tirade.
                         
                                             SNATCHER (CONT'D)
                    What has Portley-Rind ever done.
                    Eat some cheese, run the
                    government, NOTHING!
                         
          Fish pokes his head back out of his box.
                         
                                             FISH
                    Eggggs!
                         
                                             EGGS
                    SHH!
                         
                              MR. PICKLES (O.S.)
                    Come on down from there, boss.
                         
          Eggs throws the lock on Fish's cage and hops down, holding
          the door open.
                         
                              MR. TROUT (O.S.)
                    Just put one giant blob-shaped foot
                    in front of the other.
                         
                                             EGGS
                                       (WHISPERING)
                    Let's go... Come on, come on!
                         
          Fish shuffles out of the cage, murmuring with fear.
                         
                              SNATCHER (O.S.)
                                       (ANGRY)
                    I'll rip that hat off of Portley-
                    Rind's head... WHOA HOAH!
                         
          THUNK! Fish hides in his box and Eggs hunkers down as if he
          had a box, but Snatcher wasn't talking to them.
                         
                              MR. PICKLES
                    Boss, boss!
                         
                              MR. TROUT
                    Boss!
                         
          ON SNATCHER: He has lost his balance and crashed to the
          floor. Trout and Pickles twist their hands, unsure of what to
          do, as Snatcher lays atop the broken table.
                         
                                             SNATCHER
                                       (GROGGY)
                    I'm alright. Just give me a hand.
                                                                   55.
                         
                         
          Snatcher holds up his cheese-covered hand and the hand
          suddenly SWELLS UP into a grotesque meat glove!
                         
                              MR. PICKLES
                                       (DISGUSTED)
                    Ugh. Mother of sausages!
                         
                              MR. TROUT (O.S.)
                    Holy meat glove!
                         
          Eggs looks horrified at the sight of Snatcher's giant hand.
                         
          Fish won't come out of the box so Eggs is forced to lug him
          like a sack of concrete to the wall beneath the heating duct.
                         
          Trout and Pickles help Snatcher up.
                         
                              MR. TROUT (CONT'D)
                    Upsy daisy now, boss. Let's get you
                    a nice cuppa tea--
                         
          Snatcher SMACKS Trout away with his swollen hand - (YELP!)-
                         
                              MR. PICKLES
                    AAAH! Mister Snatcher!
                         
          -- and stares at Pickles. His eyes are swollen nearly shut
          and blink spastically.
                         
          SNATCHER'S POV: Blurry and distorted at first, then, at each
          blink, Pickles morphs into Lord Portley-Rind, white hat and
          all.
                         
                              MR. PICKLES/PORTLEY-RIND
                    Huh?
                                       (UNEASY)
                    ... What is it, Mr. Snatcher?
                         
                                             SNATCHER
                    You.
                         
                              MR. PICKLES/LPR
                    Me?
                         
                                             SNATCHER
                    GIVE ME THAT HAT!
                         
          He LUNGES AT PICKLES (AHHHH!) and chokes him with his giant
          cheese hand!
                         
                                             SNATCHER (CONT'D)
                    I'll make those brie stuffed pigs
                    bow down to me! I'm going to be
                    somebody!
                                                                   56.
                         
                         
          Pickles wrestles Snatcher's swollen face into a headlock.
                         
                              MR. PICKLES
                    AHH! I got him! Do it!
                         
                              MR. TROUT
                    MR. GRISTLE NOW!
                         
                              MR. PICKLES
                    NOW! NOW! NOW!!
                         
          Gristle runs up and hurls the jar of leeches onto Snatcher's
          face.
                         
                                 MR. GRISTLE
                    LEECHES!
                         
                                             SNATCHER
                    AHHHHH! UGH. OOF. GAHHH!
                         
          Snatcher grunts and yells then everything goes silent, except
          for the sucking sound of the leeches. Mr. Trout shrinks away
          and Mr. Gristle grins, enjoying the spectacle.
                         
          ON EGGS: Eggs is horrified by the sight of the leeches
          sucking on Snatcher's swollen face.
                         
                                                EGGS
                    Eww!
                                       (TO FISH)
                    You have got to help me, Fish!
                         
                                                FISH
                           (gurgles) Okay.
                         
          Fish sticks his right arm out of the box.
                         
                                             EGGS
                    (groan) Uggggh.
                         
          Eggs grabs Fish's arm and swings the whole box over his
          shoulder so he is wearing Fish like a back pack. Then Eggs
          grabs a pipe on the wall and climbs toward the duct.
                         
          They swell up larger and larger as Snatcher's face shrinks
          back down to normal. They drop off one at a time and squish
          at Snatcher's feet.
                         
          Snatcher flicks off the last few leeches and flips his hair.
          His face is marred with red spots from the suckers but has
          returned to its normal size.
                                                                  57.
                         
                         
                                             SNATCHER
                                       (GROGGY)
                    Oh, hello. Where were we?
                         
                              MR. TROUT
                    We was about to... uhh...
                         
                              MR. GRISTLE
                        (quietly, gestures with
                         the empty jar)
                    Leeches.
                         
                              MR. TROUT
                    ... Put that new boxtroll to work.
                    Ain't that right, Mr. Pickles?
                         
          Mr. Pickles stumbles over, rubbing his sore neck.
                         
                              MR. PICKLES
                    That is correct.
                         
                                              SNATCHER
                    Ah yes... right. Open the workshop
                    Mr. Trout!
                         
          Trout runs to a lever and pulls it.
                         
          (1250 EMS) EGGS MEETS SNATCHER
                         
                         
          INT SNATCHER'S FACTORY - DAY
                         
          The factory is filled with load-grinding sounds as a steam
          wheel turns. Huge timbers in the wooden floor PULL OPEN,
          REVEALING A DARK PIT BELOW in the FACTORY SUB-LEVEL.
                         
          Eggs and Fish are still a few feet short of the air duct.
          Eggs heaves Fish halfway into the duct and has to stretch out
          over empty space to push him in.
                         
          Snatcher and the Redhats reach Fish's empty cage.
                         
                                             SNATCHER
                    Huh? Where is the beast?
                         
          Eggs pushes Fish half into the duct while hanging from the
          swinging cage. Fish is looking straight down, suddenly his
          eyes go wide!
                         
                                             FISH
                    Huh?
                         
          Eggs follows his gaze and looks down.
                                                                  58.
                         
                         
                                             EGGS
                    (gasps) But.. you're all alive!?
                         
          BIG REVEAL: IN THE DARK PIT ARE DOZENS OF ENSLAVED BOXTROLLS
          in chains! They surround a massive, unrecognizable machine.
          They work on different sections drilling, welding, wrenching,
          etc.
                         
          Oil Can looks up and spots Eggs and Fish.
                         
                                             OIL CAN
                    Eggs?
                         
                                             BOXTROLL PRISONERS
                    Eggs! Eggs! EGGS!
                         
          Then amidst all the weird gurgling a HUMAN VOICE calls out.
                         
                                             PRISONER
                    Huh?
                         
                                             EGGS
                    Huh?
                         
          Eggs looks and sees a strange man HANGING UP SIDE DOWN
          amongst the boxtrolls. His head is covered with a wild mop of
          tangled hair and a long beard and mustache dangle from his
          face.
                         
          Pickles looks up and spots Eggs straddling the cage and the
          duct. He points up, the Redhats follow his gaze.
                         
                                             PICKLES
                    There he is...
                         
          Snatcher stares at Eggs' dirty, panicked face.
                         
                                             SNATCHER
                    It can't be. It's not possible.
                                       (ANGRY )
                    It's not right!
                         
                              MR. PICKLES
                    That's our boxtroll! Give `im back!
                         
                                             SNATCHER
                                       (SHOVES PICKLES)
                    Don't stand there gawking. Get him!
                         
                              MR. GRISTLE
                    Chase time!
                         
          Gristle laughs with delight and bolts off, tossing his white
          paper hat to the ground. Snatcher looks to Trout.
                                                                     59.
                         
                         
                                                SNATCHER
                    Mr. Trout!
                         
          Mr. Trout pulls a lever and the cage Eggs is standing on
          jerks up. Fish falls the rest of the way into the duct and
          disappears.
                         
                                                FISH
                    AHHHHHH!
                         
          The cage drops! Eggs leaps onto a rafter as the cage crashes
          to the factory floor!
                         
                                             SNATCHER
                    TEN YEARS and NOW you show up?!
                         
          Eggs looks down as the floor closes over the boxtroll
          prisoners faces.
                         
                                                OIL CAN
                    Eggggs!
                         
                                             EGGS
                    What are you doing with them?
                         
                                             SNATCHER
                    You'll find out soon enough!
                         
          Pickles runs past fumbling with a bolas gun as Gristle leaps
          onto the nearest hanging cage and points at Trout with his
          cricket bat.
                         
                                 MR. GRISTLE
                    Up!
                         
          Trout pulls a lever and Gristle rides the cage up into the
          rafters like a pirate.
                         
                              MR. GRISTLE (CONT'D)
                    I'M FLYING ON A CAGE!
                         
          He leaps off the cage and grips his cricket bat with his
          teeth. He swings through the rafters on ropes, all the while
          laughing like a maniac. He lands in front of Eggs and swings
          the bat aloft.
                         
                              MR. GRISTLE (CONT'D)
                    HA! (swings) RAH!
                         
          Eggs shrieks and runs across the skinny girders. Gristle
          follows on his heels.
                         
                                             SNATCHER
                    SHOOT MR. PICKLES! Shoot!
                                                                    60.
                         
                         
          Pickles nervously aims his bolas gun at him.
                         
                              MR. PICKLES
                    It'd be easier if he'd stop moving!
                         
          Gristle runs behind Eggs, swinging his bat at his head. Eggs
          avoids being hit but loses his footing.
                         
                              MR. PICKLES (CONT'D)
                    Stop moving!
                         
          Eggs falls, hits a beam hard, and grabs the bottom edge of a
          girder. He hangs there, an easy shot.
                         
                                 MR. PICKLES (CONT'D)
                    Thank you.
                         
          Gristle raises his bat to strike. Pickles fumbles for the
          trigger. There's no way they can miss.
                         
                                             EGGS
                        (defiant, scared)
                    Boxtrolls don't hurt anyone! Let
                    them go!
                         
                                             SNATCHER
                    Yes, well, I need them. They're my
                    ticket to a white hat, Trubshaw
                    Baby!
                         
                              WINNIE (O.S.)
                    TRUBSHAW BABY!?
                         
          Everyone freezes and whirls around. Pickle's shoots
          distractedly - POP! - but the net misses Eggs and loops
          around a rafter.
                         
                                 MR. PICKLES
                    Oops.
                         
          Winnie stands in the open doorway of the factory.
                         
                                              WINNIE
                                       (TO EGGS)
                    I knew there was something strange
                    about you!
                         
          Winnie notices Gristle wielding a cricket bat, Pickles a gun,
          and Snatcher looking sheepish.
                         
                                             SNATCHER
                                       (NERVOUSLY)
                    Miss Portley-Rind! What a surprise!
                                             (MORE)
                                                                  61.
                         
                                             SNATCHER (CONT'D)
                    Does your.. does your father know
                    you're here?
                         
                                             WINNIE
                                       (DISMISSIVE)
                    No of course not!
                        (up to Eggs)
                    But wait til I tell him! The
                    Trubshaw Baby! Alive!
                         
          Winnie sees Trout towering over her.
                         
                              MR. TROUT
                                       (REGRETFULLY)
                    Sorry, miss.
                         
          Winnie looks at Snatcher in horror and confusion. Trout picks
          her up in his big hands.
                         
                                             WINNIE
                    What are you doing? Unhand me!
                         
                                             SNATCHER
                    Looks like the Boxtrolls have a new
                    victim, miss. And her name is YOU.
                         
          Gristle remembers Eggs. He swings his bat over his head and
          brings it down but Eggs leaps, grabs the rope from Pickles'
          missed shot, and SWINGS LIKE TARZAN towards the door that
          Winnie opened.
                         
          Trout panics as he sees Eggs swinging towards him. He holds
          Winnie up to protect his face. Eggs barrels into Trout's
          belly, knocking him backward and getting him wedged in the
          door.
                         
          (1300 WCH) WASTELAND CHASE
                         
                         
          EXT. SNATCHER'S FACTORY - DAY
                         
          Eggs and Winnie tumble outside the factory and roll to a stop
          in a cloud of dust.
                         
                                             SNATCHER
                    They're getting away Mr. Gristle!
                         
                                             WINNIE
                                       (PANICKED)
                    What have you dragged me into?
                         
          Fish calls to them from a manhole.
                                                                     62.
                         
                         
                                             FISH
                    Eggs! Eggs! Eggs! Eggs!
                         
                                                EGGS
                    RUN!
                         
          Eggs and Winnie run.
                         
                         
          EXT. INDUSTRIAL WASTELAND
                         
          Still running Eggs and Winnie suddenly hear a loud CRASH!
                         
          Behind them Gristle comes crashing through a high window
          swinging on a chain.
                         
                              MR. GRISTLE
                    I'm swinging on a chain!
                         
                                                EGGS/WINNIE
                    AHHH!
                         
          Eggs and Winnie slide into the manhole that Fish holds open.
          They make it in and slam it shut just in time for Mr. Gristle
          to face plant on top of it.
                         
                              MR. GRISTLE
                    Stuck on a manhole!
                         
          Trout finally pops out of the factory doorway. He and Mr.
          Pickles come running up to the motionless Mr. Gristle,
          standing over him.
                         
                                 MR. TROUT
                    Oww...
                         
                              MR. PICKLES
                    Don't make no sense. That's evil
                    prevailing over good.
                         
          Snatcher arrives.
                         
                                             SNATCHER
                                       (TO TROUT)
                    If Lord Portley-Rind finds out that
                    boy is alive, it will ruin
                    everything I've worked for!
                         
                              MR. TROUT
                    You mean, we worked for?
                         
          Snatcher glares at Mr. Trout, silent.
                                                                     63.
                         
                         
                              MR. PICKLES
                    I think we're all saying the same
                    thing here.
                         
                              MR. TROUT
                    I don't think we are.
                         
                                             SNATCHER
                                       (ANNOYED)
                    Bah...
                         
          Snatcher walks away, frustrated.
                         
                              MR. PICKLES
                    But, just in different ways.
                         
          (1400 FMR) FAMILY   REUNION
                         
                         
          INT BOXTROLL CAVERN - ENTRANCE CHUTES - MOMENTS LATER
                         
          Winnie screams as she flies down the chutes, into the cavern,
          down the conveyor belt, and crashes into the boxtroll
          sleeping pile.
                         
                         
          INT BOXTROLL CAVERN - NIGHT
                         
          Winnie lays amongst the scattered boxes. She pushes herself
          upright, coughing. Boxtrolls poke their heads out all around
          her and stare.
                         
                                             WINNIE
                    (gasp) Ohh!
                         
          Winnie gets as far away from the boxtrolls as she can,
          bumping into Knickers as she shuffles backwards.
                         
                                             WINNIE (CONT'D)
                    STAY AWAY FROM ME! Someone, help!!!
                    Wealthy girl in danger!
                         
          She pushes herself against a wall. The boxtrolls gather,
          curious. Winnie spots Shoe nearby, with worms and bugs
          dangling from his mouth. She hides behind a cabbage,
          whimpering.
                         
                                              WINNIE (CONT'D)
                    If you're going to eat me just get
                    it over with. I'm sure I'm
                    delicious.
                         
          Suddenly there is the sound of happy boxtrolls gurgling and
          drumming their boxes.
                                                                  64.
                         
                         
          Winnie peeks out. The boxtrolls are surrounding Eggs and Fish
          and celebrating their return. No one is paying any attention
          to her.
                         
                                               WINNIE (CONT'D)
                    Hmm?
                         
                                             FISH
                    (GURGLING EXCITED HELLOS)
                         
                                             EGGS
                    It's not just us. All the others
                    are alive too!
                         
                                             EGGS (CONT'D)
                    We saw them!
                         
                                             WINNIE
                        (behind the crowd)
                    What's going on?!
                         
                                             EGGS
                                       (IGNORING HER)
                    Oil Can, Wheels, all of them!
                         
                                               SPECS
                                   (GURGLES)
                         
                                               EGGS
                    Yes!
                         
                                             CLOCKS
                                       (GURGLED)
                    Where are they?
                         
                                             EGGS
                    I don't know, but The Redhats have
                    them building something in their
                    factory.
                         
                                             WINNIE
                                       (SHOUTING)
                    I said what's going on? Why aren't
                    they ripping out our eyeballs and
                    eating our faces?
                         
          The boxtrolls wince at the sound of Winnie's screaming voice
          and some of them drop into their boxes. Eggs turns to look at
          her.
                         
                                             WINNIE (CONT'D)
                    And where are the rivers of blood
                    and mountains of bones?! I WAS
                    PROMISED MOUNTAINS OF BONES!
                                                                  65.
                         
                         
          The rest of the boxtrolls squeak in fear and drop into their
          boxes. Eggs looks pointedly at the boxtrolls, then back at
          Winnie.
                         
                                             EGGS
                    I TOLD you, we don't eat people!
                         
                                             WINNIE
                    Why do you keep saying "we"? You're
                    not one of them! You're a boy!
                         
                                             EGGS
                                       (INCREDULOUS)
                    No I'm not, I'm a boxtroll! Eggs
                    the boxtroll.
                         
          He points to his box like it's the most obvious thing in the
          world.
                         
                                             WINNIE
                    Oh really? Then let's see you fit
                    in your box.
                         
                                             EGGS
                    I... I can't right now.
                         
                                             WINNIE
                    Mm hmm.
                         
                                             EGGS
                                       (DEFENSIVELY}
                    I'm long-boned.
                         
          The surrounding boxtrolls gurgle in agreement with Eggs. But
          as his argument with Winnie gets louder the boxtrolls shrink
          away from the two humans.
                         
                                             WINNIE
                    You don't talk like them!
                         
                                             EGGS
                    I- I have a speech impediment!
                         
                                             WINNIE
                    Your ears aren't pointy!
                         
                                             EGGS
                        (tugging on his ears)
                    I slept on them funny!
                         
          Winnie is getting exasperated.
                                                                     66.
                         
                         
                                             WINNIE
                    Oh for goodness sake. Give me your
                    hand!
                         
          Winnie lunges forward and grabs Eggs' hand, but he resists.
                         
                                             WINNIE (CONT'D)
                                       (WRYLY)
                    I don't bite.
                         
          Eggs stops resisting and she quickly unwraps the rags from
          his hand.
                         
                                             EGGS
                    Hey!
                         
          Winnie takes Fish's hand and holds it up next to Eggs hand.
                         
                                             WINNIE
                    See? You're not like them.
                         
          She drops Fish's hand and holds up her own. She presses her
          hand to his hand, five fingers to five fingers.
                         
                                             WINNIE (CONT'D)
                    You're one of us. You're a boy,
                    Eggs. Or should I call you the
                    Trubshaw baby?
                         
          A beat. Eggs pulls his hand away and stares at it, his face
          confused.
                         
          Then he looks at Fish, who is looking at his own hand in
          bemusement.
                         
                                             EGGS
                    It's not true is it Fish? I'm a
                    boxtroll like you, aren't I?
                         
          Fish shakes his head, "No". Eggs looks dumbstruck.
                         
                                             WINNIE
                    See?! I was right!
                                       (TO FISH)
                    Now admit it, admit you stole him!
                         
                                             FISH
                    Gurglegurglegurgle!
                         
                                             WINNIE
                                       (TO EGGS)
                    Is he confessing?
                                                                    67.
                         
                         
                                             EGGS
                    He says I was... given to him.
                         
                                             WINNIE
                    Ha, right again! I- ...wait, what?
                         
          Winnie and Eggs are both flabbergasted.
                         
                                             EGGS
                    I was given to you?
                         
          Fish nods his head. Yup.
                         
          Eggs' legs give way beneath him.    He stumbles back and sits
          down on the floor.
                         
                                             EGGS (CONT'D)
                    Who gave me to you?
                         
          Fish starts gurgling and keeps gurgling, his face suggesting
          that he's conveying something from long-long ago...
                         
                                             FISH
                                   [GURGLE GURGLE]
                         
          Winnie stands by Eggs, watching Fish curiously.
                         
                                             WINNIE
                    What's he saying?
                         
                                             EGGS
                    Oh, sorry. He says a long time ago
                    there was a kind man--
                         
                                                                         DISSOLVE TO:
                         
          (1500 TBB) TRUBSHAW BABY
                         
                         
          INT. TRUBSHAW KITCHEN (FLASHBACK) - NIGHT
                         
          Fish and Shoe stand beside a rubbish bin, tinkering with a
          WHIRLIGIG CONTRAPTION.
                         
                              EGGS (V.O.)
                    -- The one man in town who saw they
                    weren't monsters...
                         
          SFX: A baby GIGGLES.
                         
          Fish and Shoe startle and hide in their boxes. The whirligig
          clatters to the ground.
                                                                    68.
                         
                         
                              EGGS (V.O.)
                    ... But builders... like him.
                         
          POV FISH: Herbert Trubshaw stands at an open window to his
          second-floor workshop, holding a BABY in his arms. Instead of
          chasing them away he SMILES at them.
                         
          Fish and Shoe slowly lift their heads out of their boxes,
          returning the smile.
                         
                                                                         DISSOLVE TO:
                         
          ANOTHER NIGHT: Herbert, baby Eggs, and Fish sit on the back
          stoop and discuss an invention. As Herbert talks, Fish
          casually takes it from him and tweaks it.
                         
                                              HERBERT
                    I've tried adjusting the dongle and
                    there doesn't seem to be any
                    possible solut-- Oh look, you've
                    solved it!
                         
          Fish laughs with Herbert. Herbert hands Baby Eggs to Fish,
          and he holds the child at arm's length.
                         
                                             HERBERT (CONT'D)
                    Who's up for a jelly break?
                         
          Fish stares at Baby Eggs as Herbert eats a spoonful of jelly.
          They smile at each other.
                         
                                             HERBERT (CONT'D)
                                       (VOICE FADES)
                    I tell you I could eat this stuff
                    for the rest of my life.
                         
                                                                         DISSOLVE TO:
                         
          ANOTHER NIGHT: Fish and Shoe enter the back yard and freeze
          as they step into light.
                         
                                             HERBERT (CONT'D)
                    But one night...
                         
          In the second story windows, menacing silhouettes of Snatcher
          and Gristle loom over Herbert, who clutches baby Eggs to his
          chest.
                         
          Snatcher's muffled voice can be heard threatening Herbert and
          the baby.
                         
                              SNATCHER (O.S.)
                    Come on! I'm being reasonable. I
                    can be unreasonable.
                                                                    69.
                         
                         
                              EGGS (V.O.)
                    Snatcher wanted him to build
                    something...
                         
                                             HERBERT
                    I-- I'm an inventor, not a killer!
                         
                              Eggs (V.O.)
                    But he refused...
                         
          LIGHTNING CRASHES.
                         
          Fish stares up at the window.    At Snatcher's loud threat,
          Shoe runs away.
                         
                              EGGS (V.O.)
                    And when the Redhats tried to take
                    me away from him...
                         
          Snatcher's silhouette moves menacingly towards Herbert.
                         
                                             SNATCHER
                    Maybe if I hold on to your son...
                         
          Herbert shoves Snatcher away. Snatcher growls.
                         
                                             HERBERT
                    Not my boy!
                         
          Herbert kicks Gristle and opens the window. He places the
          baby into a box pulley system that dangles from the upper
          floors. He untethers the rope, yelling to Fish.
                         
                                             HERBERT (CONT'D)
                    RUN! PROTECT MY--UGHH!
                         
          Herbert is tackled by Gristle.
                         
          Fish watches the crying baby lower to the ground in an Eggs
          box. He is frozen with fear.
                         
                              EGGS (V.O.)
                    And then they...
                         
          Snatcher CLUBS Herbert across the head and Herbert goes down
          hard. Dead. The baby CRIES.
                         
          Snatcher looks out the window, panting from exertion, and
          sees Fish staring up in shock.
                                                                     70.
                         
                         
          Thunder BOOMS, lightning FLASHES, and RAIN POURS DOWN as Fish
          bolts through the gate and out of the yard with Baby Eggs
          still in the Eggs box.
                         
                                                                          BACK TO:
                         
                         
          INT BOXTROLL CAVERN - NIGHT
                         
          Eggs holds his box, staring forlornly down at his label.
                         
                                 WINNIE (O.S.)
                    They what?
                         
                                             EGGS
                                       (WHISPERED)
                    They killed him.
                         
          Fish is silent. Eggs bows his head and walks away.
                         
          Winnie and the boxtrolls watch him quietly.
                         
                         (1550) FATHERS
                         
                         
          EXT. EGGS NOOK - MOMENTS LATER
                         
          Eggs sits alone on the edge of his nook, looking out over the
          cavern. Winnie quietly walks up and sits next to him.
                         
                                             WINNIE
                    I think that kind man was your
                    father.
                         
                         BEAT
                         
                                             EGGS
                        (looks up, confused)
                    What's a father?
                         
          She has to think.
                         
                                              WINNIE
                    Um... well... a father is the one
                    who raises you... looks after you.
                    Loves you.
                         
                                             EGGS
                    Oh! Like Fish.
                         
                                                WINNIE
                    Yes...
                                                                     71.
                         
                         
          Winnie looks at Fish, who bends down to lap water from a
          bucket of water like a dog.
                         
                                             WINNIE (CONT'D)
                    ... No. They're supposed to be like
                    that man in the story. Someone
                    who'll do anything to help you.
                    They always listen and never get
                    angry...
                         
          Winnie warms to this conversation. She's half talking to
          herself. Eggs hangs on every word.
                         
                                             WINNIE (CONT'D)
                    They guide you when you don't know
                    what to do. They're there when it's
                    dark and you're scared or lonely,
                    and they are never, ever too busy
                    to talk to you...
                         
          Winnie stops, suddenly sad.
                         
                                             EGGS
                    You have a father!
                         
          Eggs stands, bouncing excitedly.
                         
                                             EGGS (CONT'D)
                    We can tell him I'm the Trubshaw
                    Baby... and the boxtrolls didn't
                    eat me. And he'll stop Snatcher!
                         
                                             WINNIE
                                       (EMBARRASSED)
                    Well, he doesn't really listen to
                    children.
                         
                                             EGGS
                    He's a father, isn't he?
                         
                                             WINNIE
                    You don't know what he's like.
                         
                                             EGGS
                    But he's the only father we have.
                         
          Eggs grabs Winnie by the shoulders. He releases her when she
          shies away.
                         
                                             EGGS (CONT'D)
                    Please help us.
                         
          Winnie SIGHS.   She stands to meet Eggs, eyeing him.
                                                                  72.
                         
                         
                                              WINNIE
                     If I agree to help, you have to do
                     exactly as I say.
                         
                                                 EGGS
                     I promise!
                         
                                              WINNIE
                     All right, first thing's first...
                     off with the box.
                         
          Eggs GULPS.
                         
          (1600 OWB) OFF WITH THE BOX
                         
                         
          INT BOXTROLL CAVERN - DRESSING AREA - NIGHT
                         
          A wide-eyed Fish stands holding Eggs' EMPTY BOX. Around him
          other Boxtrolls stare horrified at a boxless Eggs.
                         
                                               BOXTROLLS
                                        (TERRIFIED)
                     AAAAAAAAh!
                         
          Eggs screams along with the boxtrolls, holding his chest.
          Winnie points, reprimanding the howling crowd.
                         
                                               WINNIE
                                        (STERNLY)
                     Stop that!
                         
          The boxtrolls instantly shut up - more afraid of Winnie than
          a boxless boxtroll.
                         
                                              WINNIE (CONT'D)
                                        (TO BOXTROLLS)
                     Alright, you petty thieves. Bring
                     me your loot!
                         
          The watching boxtrolls look excited -- `That's easy'! They
          race off in different directions..
                         
                         QUICKER CUTS
                         
          - Winnie tears a large piece of BLUE FABRIC in half.
                         
          - Specs offers her an arm-load of PEWTER CUPS.
                         
                                              WINNIE (CONT'D)
                     Oh, thanks.
                         
          -   Shoe offers Winnie his OLD ALARM CLOCK.
                                                                  73.
                         
                         
                                             WINNIE (CONT'D)
                    No.
                         
          - Winnie threads a needle.
                         
          - Specs offers Winnie a pair of LAMPS, she takes the SHADES.
                         
                                             WINNIE (CONT'D)
                    This might work.
                         
          - Shoe offers Winnie a SAW.
                         
                                             WINNIE (CONT'D)
                    No.
                         
          Shoe growls and walks off.
                         
          - Bucket offers Winnie a JAR OF BUTTONS.
                         
                                             WINNIE (CONT'D)
                    Oh yes!
                         
          - Winnie holds up the jar and selects a BUTTON.
                         
          - Shoe offers Winnie a TOILET PLUNGER.
                         
                                             WINNIE (CONT'D)
                    No!
                         
          Shoe angrily tosses the plunger aside and storms off.
                         
          - Fragile offers Winnie a pair of shoes. She excitedly swipes
          them from his hands.
                         
                                             WINNIE (CONT'D)
                    Yes!
                         
          Fragile is frightened and hides, whimpering.
                         
          REVEAL Eggs in the broken mirror dressed in a surprisingly
          fashionable suit made of trash.
                         
          He looks like the Little Lord Fauntleroy of the junk yard.
                         
                                             WINNIE (CONT'D)
                    You look like a proper boy.
                         
          The boxtrolls look like proud parents. They nod and grumble
          in approval.
                         
          Eggs looks at his warped reflection in an old, broken mirror.
          He looks stunned by his own transformation.
                                                                     74.
                         
                         
                                             EGGS
                                       (TO HIMSELF)
                    Me... a proper boy.
                         
          Eggs smiles sweetly, standing tall.
                         
                                             WINNIE
                    How do we get out of this place?
                         
                                                                           CUT TO:
                         
                         
          INT. CAVERN - PNEUMATIC TUBES
                         
          A MOMENT LATER: Specs turns an ANCHOR attached to the wall.
                         
          Winnie stands underneath the cracked bell, the mouth of the
          PNEUMATIC TUBES, confused.
                         
          FWOOMP! A shocked Winnie gets sucked up a PNEUMATIC TUBE
          while Eggs watches, bemused.
                         
                                                WINNIE
                    AHHHHHHHH!
                         
                         (1700 PTY) PARTY
                         
                         
          EXT. MARKET SQUARE - NIGHT
                         
          Eggs and Winnie (woozy, her hair frazzled from the tube ride)
          crawl out of a manhole.
                         
                                             WINNIE
                    Come on, Eggs.
                         
          They climb the Guild stairs together. Winnie pats down her
          hair as Eggs lopes past her like a nervous boxtroll. He wipes
          his nose with the back of his hand, wipes it on his pants,
          adjusting his disguise as he reaches for the door handle.
                         
                                             WINNIE (CONT'D)
                                       (SHRIEKS)
                    STOP!
                         
          Eggs stops, eyes wide. Winnie pushes him away from the door.
          They stop in front of the tall guild door. Sounds of party
          guests can be heard. Winnie turns to Eggs.
                         
                                             WINNIE (CONT'D)
                    You don't scratch there in public!
                    That's why they're called...
                                       (WHISPERED)
                    ... privates.
                                                                  75.
                         
                         
          Winnie looks around to make sure nobody saw that.
                         
                                             EGGS
                                       (WHISPERED)
                    Okay.
                         
                                             WINNIE
                    For this is to work, there are a
                    few things you need to know. When
                    you meet someone, you must look
                    them in the eye and shake hands.
                         
          Eggs OPENS HIS EYEBALLS STUPIDLY WIDE and WIGGLES HIS HANDS
          in the air like a lunatic.
                         
                                             WINNIE (CONT'D)
                    What are you doing?! Put those
                    down!
                         
          She pulls his hands down.
                         
                                                WINNIE (CONT'D)
                    Like this.
                         
          Eggs puts his left hand out. She slaps it away.
                         
                                             WINNIE (CONT'D)
                    The other one.
                         
                                                EGGS
                    Oh, right.
                         
          She shoves his hand into hers -- a proper shake.
                         
                                             WINNIE
                    Then you say,
                                       (SNOBBISH)
                    "It's a pleasure to meet you."
                         
                                             EGGS
                                       (IMPERSONATING WINNIE'S
                                        SNOBBISH VOICE)
                    "It's a pleasure to meet you."
                         
                                             WINNIE
                    And you say that even if you're not
                    pleased to meet them.
                         
          Eggs looks confused, but nods yes anyway. A look of doubt
          comes over Winnie's face.
                         
                                             WINNIE (CONT'D)
                                       (SIGHS)
                    Just stick close, okay?
                                                                     76.
                         
                         
          She opens the huge doors and the elegant sound of chamber
          music and civilized conversation pours out.
                         
                         
          INT. CHEESE GUILD - ENTRANCE HALL - NIGHT
                         
          ON THE GUILD DOORS: as a BUTLER holds an enormous cheese tray
          out for party guests. Lady Cynthia pierces cheese with her
          fork and the tray whirls away.
                         
                              LADY CYNTHIA (O.S.)
                    Is that all that is left of the new
                    Roquefort? (trails off)
                         
          Winnie enters and Eggs follows her, standing tall and
          straight like a stiff little wooden soldier. Eggs stares
          around, curious.
                         
                                             EGGS
                    Which one is your father?
                         
                                             WINNIE
                                       (SARCASTIC)
                    Lord Portley-Rind. He's usually
                    making speeches about cheese.
                         
          They search the crowd for Lord Portley-Rind.
                         
                              LADY CYNTHIA (O.S.)
                    Oh, Winifred!
                         
          Winnie stops, forces a smile. Eggs ducks down and covers his
          head.
                         
                                             WINNIE
                    Hello, mommy dear.
                         
          Winnie's mother, LADY CYNTHIA - a high strung, slender stick
          of a woman - appears.
                         
                                             LADY CYNTHIA
                                       (NOTICES EGGS)
                    Oh. Who is this?
                         
          Eggs peeks out from under his hands and looks up, timidly.
                         
                                               EGGS
                    I'm Eggs?
                         
                                             WINNIE
                                       (INTERRUPTING)
                    --Bert. Eggsbert. Is a normal
                    name... that he has.
                                                                   77.
                         
                         
          Lady Cynthia looks flustered, but tries to keep up
          appearances.
                         
                                             LADY CYNTHIA
                    Eggsbert. How nice, I... umm, adore
                    names from the bible.
                         
          Lady Cynthia reaches for Winnie's hand, but Eggs suddenly
          grabs and shakes it vigorously.
                         
                                             EGGS
                    Its a pleasure to meet you.
                         
          Winnie winces. Lady Cynthia is flustered as Eggs continues to
          wiggle her arm about. Winnie whispers to Eggs.
                         
                                             WINNIE
                    No, no. You kiss a lady's hand.
                    (Winnie makes KISS SOUNDS on the
                    back of her hand)
                         
          Eggs releases Lady Cynthia. She gasps and straightens, taking
          Winnie's hand.
                         
                                             LADY CYNTHIA
                                       (FLUSTERED)
                    Darling, it's time to take off that
                    dress and... burn it.
                         
          Lady Cynthia drags Winnie away.
                         
                                             WINNIE
                                       (CALLING BACK)
                    Don't move. I'll be right back.
                         
                                             EGGS
                    But which ones are the ladies?!
                         
          Eggs looks around, finding himself amongst formally dressed
          aristocrats. He tries to slink away but bumps into a couple.
                         
                                             LADY BRODERICK
                    Oh!
                         
                                             SIR BRODERICK
                    Ahem!
                         
          The couple turns around to stare incredulously at Eggs. He
          stares at them, agape, then remembers what Winnie taught him.
                         
          He stands very straight and sticks his hand out to Sir
          Broderick.
                                                                    78.
                         
                         
                                             EGGS
                                       (SNOBBISH)
                    It's a pleasure to meet you.
                         
          Sir Broderick smiles and shakes his hand.
                         
                                                SIR BRODERICK
                    Very good.
                         
                                             EGGS
                    Even if I don't mean it!
                         
                                             SIR BRODERICK
                                       (INSULTED)
                    What? Well, I never!
                         
          Sir Broderick tries to lead his wife away, but Eggs grabs her
          hand and kisses it!
                         
                                             EGGS
                    And, it's a pleasure to meet you.
                                   (KISS SOUNDS)
                         
          Two kisses later with no effect, Eggs licks Lady Broderick's
          hand.
                         
                                                LADY BRODERICK
                    Nooo!
                         
          She is disgusted and SHAKES HER HANDS in the air to get the
          lick off. She walks off wailing.
                         
                                             EGGS
                    I was right!
                         
          Eggs misunderstands her hand shakes as "shaking hands" - he
          bulges out his eyes and waves hands in the air exactly like
          Winnie told him not to.
                         
          Sir Broderick hustles his wife away. Eggs saunters off,
          shaking his hands at everyone.
                         
                                             EGGS (CONT'D)
                    It's a pleasure to meet you... it's
                    a pleasure to meet you... it's a
                    pleasure to meet youuuuu! Oooooh!
                         
          Eggs is distracted as a LADYBUG buzzes in. It lands on a
          flower arrangement in the middle of A TABLE FULL OF CHEESE.
                         
          Eggs grabs the bug and is about to put it in his mouth, when:
                         
                                 SIR LANGSDALE (O.S.)
                    [GRUNT!]
                                                                     79.
                         
                         
          Eggs turns to see Sir Langsdale putting an OLIVE on a stack
          of cheese and crackers. Langsdale shoves the stack into his
          mouth, smacking with approval.
                         
          Eggs places the ladybug on a CRACKER STACKED WITH CHEESE, and
          then eats it. Sir Langsdale sees him eat the bug and is
          appalled.
                         
                              SIR LANGSDALE (CONT'D)
                    Hmm? Well I could just...
                         
          Sir Langsdale storms off. Eggs doesn't notice. He goes down
          the table, shoveling various cheeses into his mouth.
                         
                                             EGGS
                                       (MOUTH FULL)
                    Yum. Mmmthatsgood.
                         
                              BOULANGER (O.S.)
                    (clears throat loudly)
                         
          Eggs looks up and sees two aristocrat ladies and Boulanger
          using forks to nibble politely.
                         
                              FEMALE ARISTOCRAT A (O.S.)
                    Eww.
                         
          A lady aristocrat pointedly taps her plate with the fork,
          signaling to Eggs.
                         
                                             EGGS
                                       (MOUTH FULL)
                    Huh? Oh!
                         
          BLARRG! He SPITS the chewed cheese back on to a plate, grabs
          a fork, and gingerly nibbles at the regurgitated food. The
          ladybug rests on top then flies away. He shovels a forkful
          into his mouth.
                         
          THUD. Ladies faint. Eggs watches them nonchalantly while
          SMACKING his mouthful of cheese.
                         
                              BUTLER (O.S.)
                    Ladies and Gentlemen... Lord
                    Portley-Rind!
                         
          He puts down the plate and fork quickly as Lord Portley-Rind
          appears.
                         
          Eggs joins the crowd that has gathered around the Cheese
          Guild staircase as Portley-Rind orates.
                                                                  80.
                         
                         
                                             LORD PORTLEY-RIND
                    Distinguished members of the cheese
                    guild. We were here to celebrate
                    the successful fund-raising for a
                    new children's hospital! But my
                    fellow White Hats and I decided the
                    money would be better spent on
                    this. I present: THE BRIEHEMOTH!
                         
          He whips a sheet off a giant WHEEL OF CHEESE. Everyone gasps
          and applauds. Eggs walks toward the stairs. Suddenly, he is
          grabbed from behind.
                         
                              MADAME FROU FROU
                    Zere you are!
                         
          Madame Frou Frou's crazily painted face looms over him.
          People nearby turn and stare. He/She suddenly pulls Eggs
          away.
                         
                              MADAME FROU FROU (CONT'D)
                    Come. Such a naughty boy! We have
                    so much to discuss.
                                       (SNATCHER'S VOICE)
                    Alone.
                         
          Eggs' eyes go wide as he realizes who it is.
                         
                                             EGGS
                                   YOU'RE SNATC--
                         
          SMACK! Madame Frou Frou covers his mouth, and hugs him close,
          LIFTING HIM OFF THE GROUND.
                         
                               MADAME FROU FROU
                                        (SNATCHER'S VOICE)
                    Come to snitch on old Snatcher did
                    you?
                         
          As Madame Frou Frou carries him away, he waves to people in
          the crowd as if nothing untoward was happening.
                         
                                             SIR BRODERICK
                    Hello, Frou Frou!
                         
                              MADAME FROU FROU
                    Nice to see you, too!
                         
          He/She shoves Eggs through a curtain into--
                                                                     81.
                         
                         
          INT. CHEESE GUILD - COAT ROOM - NIGHT
                         
          --The dark corner of a closet. Madame Frou Frou advances on
          Eggs.
                         
                              MADAME FROU FROU/SNATCHER
                    You really think Portley-Rind will
                    help a nobody like YOU? In this
                    town, you want help, you've got to
                    help yourself! That's what a man
                    does!
                         
          Snatcher adjusts his dress.
                         
                                             EGGS
                    You're a liar! When I tell Winnie's
                    father the truth, he'll-- OOF!
                         
          Eggs' tries to run out of the closet. Snatcher shoves him to
          the floor.
                         
                              MADAME FROU FROU/SNATCHER
                    He'll THANK ME! Because all your
                    little boxtroll friends are going
                    to die - tonight.
                         
                                             EGGS
                    What?!
                         
                              MADAME FROU FROU/SNATCHER
                    That will make me the most
                    respected man in this town.
                         
          Snatcher talks to himself as he rifles through the coats
          searching for something.
                         
                              MADAME FROU FROU/SNATCHER (CONT'D)
                                       (WHILE SEARCHING)
                    They'll have no choice but to give
                    me a white hat.
                         
          Snatcher finds what he's looking for - a long SCARF.
                         
                              MADAME FROU FROU/SNATCHER (CONT'D)
                    They'll parade me into the tasting
                    room on their shoulders!
                         
          He winds the ends around each fist and snaps it tight as he
          stalks toward Eggs.
                         
                               MADAME FROU FROU/SNATCHER (CONT'D)
                    And I'm not going to let that be
                    ruined by some little boxtroll
                    sewer rat.
                                                                   82.
                         
                         
          Snatcher is about to strangle Eggs when the curtain is
          suddenly pulled aside and light fills the closet.
                         
                                             SIR LANGSDALE
                    Yoo hoo, Madame Frou Frou... You
                    promised your snookums a dance!
                         
                              MADAME FROU FROU/SNATCHER
                        (deep Snatcher voice)
                    I did?
                        (as Frou Frou)
                    I did! Ha! But of course!
                         
                         (1750 DAN) DANCE
                         
                         
          INT. CHEESE GUILD - ENTRANCE HALL - NIGHT
                         
          Sir Langsdale pulls Madame Frou Frou out of the closet and
          walks her out on to the dance floor. He gooses her.
                         
                              MADAME FROU FROU/SNATCHER
                    Oooh! Vatch your hands, monsieur!
                         
                                             SIR LANGSDALE
                                   (LAUGHS LASCIVIOUSLY)
                         
          ON EGGS, as he slowly exits the closet. He awkwardly adjusts
          his collar as he takes in his surroundings. Couples are
          joined together in a WALTZ, filling the entrance hall with
          activity.
                         
          Eggs looks up at Portley-Rind at the top of the stairs, then
          at the impenetrable wall of dancers. He tries to walk through
          the crowd and is nearly trampled. There is no way to get to
          Portley-Rind without causing a scene.
                         
          Winnie runs up, now in a new, clean YELLOW DRESS.
                         
                                             WINNIE
                    There you are.
                         
                                             EGGS
                                       (URGENT)
                    We have to get to your father!
                         
                                             WINNIE
                    You can't just cut through.
                         
          Winnie sizes up the situation: Portley-Rind across the room,
          the dance floor between them. Suddenly her face brightens.
                         
                                             WINNIE (CONT'D)
                    We'll dance!
                                                                      83.
                         
                         
                                             EGGS
                    We'll WHAT?
                         
          Winnie grabs Eggs by the shoulders and pulls him onto the--
                         
                         
          INT. CHEESE GUILD - ENTRANCE HALL - CONTINUOUS
                         
          -- Dance floor, joining the swirling lines of waltzing
          couples.
                         
                                             WINNIE
                    Like this. One two three... one two
                    three.
                         
          Winnie continues counting the steps as she guides Eggs to the
          center of the dance.
                         
                                             WINNIE (CONT'D)
                    Just make a box.
                         
                                             EGGS
                    You made me get out of my box!
                         
                                             WINNIE
                    With your feet, silly!
                         
          Eggs looks down, concentrating very hard.    He gradually
          catches on.
                         
                                             WINNIE (CONT'D)
                    That's it, Eggs. You're dancing!
                         
          She laughs. Eggs lets down his guard and joins in laughing.
                         
          For a moment they forget why they are at the party. They spin
          crazily around the room, looking back and forth at each
          other, until Eggs looks past Winnie and sees Snatcher/Frou
          Frou glaring at him.
                         
                                             EGGS
                    Snatcher is here.
                         
                                             WINNIE
                    Who? Where?
                         
          Winnie sees Madame Frou Frou waltzing with Sir Langsdale.
          Frou Frou breaks from Langsdale as partners change, lunging
          toward Eggs. Broderick catches her hand and pulls her back
          into the waltz.
                         
                                             SIR BRODERICK
                    My turn, Madame.
                                                                  84.
                         
                         
                                              WINNIE
                        (confused, gasps)
                    Frou Frou?
                         
          - Eggs and Winnie try waltzing across the floor toward
          Portley-Rind, but before they can reach the stairs, the dance
          forces them apart. New partners whirl them in opposite
          directions.
                         
                                                EGGS
                    Winnie!
                         
          - Eggs ends dancing with Female Aristocrat B, the lady he
          licked.
                         
                                                EGGS (CONT'D)
                    I uh...
                         
          - Madame Frou Frou heads for Eggs again as partners swap but
          Sir Langsdale, her biggest fan, leaves Lady Cynthia and grabs
          her.
                         
                                             SIR BRODERICK
                                       (LASCIVIOUS LAUGHTER)
                    Ah ha ha ha!
                         
          - Frou Frou/Snatcher grabs Sir Broderick by the face and
          shoves him away. She grabs Lady Cynthia, pulling her close
          with a hand wrapped around her face, dancing directly toward
          Eggs.
                         
                                             LADY CYNTHIA
                    (startled, confused)
                    Ooh!
                         
                                             WINNIE
                    Uh oh!
                        (yells to Eggs)
                    EGGS LOOK OUT!
                         
          - Eggs turns in time to see Frou Frou/Snatcher racing toward
          him. He ducks under ladies' gowns, crawling across the dance
          floor. As he passes under each lady, their dresses shoot up:
                         
                                                LADIES
                    (SCREAMS!)
                         
          - Frou Frou/Snatcher whips up ladies' dresses looking for
          Eggs, until she/he get slapped across the face while peeking
          under a skirt. Frou Frou/Snatcher sees Eggs crawl out from
          under a dress, toward the stairs and Lord Portley-Rind.
                         
          - Portley-Rind stands sniffing and caressing his giant
          cheese, oblivious to the chase happening right below him..
                                                                    85.
                         
                         
          - Eggs races up the stairs on all fours, his feral side
          coming through. Frou Frou/Snatcher GRABS his leg.
                         
                                              EGGS
                    Ahhh!
                         
                               MADAME FROU FROU/SNATCHER
                                   (SNARLS)
                         
          Portley-Rind turns in time to see Eggs go totally feral--
                         
                                             LORD PORTLEY-RIND
                    What is going on here?
                         
          -- and BITE Madame Frou Frou's hand!
                         
                               MADAME FROU FROU/SNATCHER
                    OWWW!
                         
          Snatcher shoves Eggs and send him flying right into the giant
          cheese wheel. The wheel rocks off its pedestal, and rolls
          down the stairs!
                         
                                             LORD PORTLEY-RIND
                    NO NO NO NO NOOOO!
                         
          Lord Portley-Rind chases after the cheese, trying to stop it.
          Everyone stops dancing and watches as the cheese wheel rolls
          through the foyer. The butler opens the door and it rolls out
          the front door...
                         
                         
          EXT. MARKET SQUARE - NIGHT
                         
          ... Down the Guild steps... through the Market Square... down
          the streets... lower and lower, until it's out of view. We
          hear a SPLASH as it reaches the river.
                         
                         
          INT. CHEESE GUILD - ENTRANCE HALL - NIGHT
                         
          Portley-Rind stands frozen in shock at the foot of the
          stairs.
                         
                                             LORD PORTLEY-RIND
                    What have you done!?
                         
          Eggs begins to speak... haltingly at first... but then
          growing in confidence.
                         
                                             EGGS
                    Lord Winnie's Father...
                         
          The crowd and Portley-Rind all turn and stare at Eggs.
                                                                  86.
                         
                         
                                             EGGS (CONT'D)
                    People of the upper world --
                    Archibald Snatcher has lied to you
                    all!
                         
          Frou Frou/Snatcher looks at the crowd and GULPS!
                         
                                              EGGS (CONT'D)
                    He told you that boxtrolls are
                    monsters -- that they steal
                    children -- but they don't. They
                    would never hurt anyone. I know
                    because...
                         
          Eggs looks to Winnie.   She nods, encouraging him.
                         
                                             EGGS (CONT'D)
                    Because... I am the Trubshaw Baby!
                         
          A long beat. CLOSE ON LORD PORTLEY-RIND as he seems to be
          thinking intensely...
                         
                                             LORD PORTLEY-RIND
                    Do you know how expensive that
                    cheese was?
                         
                                             EGGS
                    What?!
                         
                                             LORD PORTLEY-RIND
                                       (FLIPPANT)
                    We might as well have built a
                    children's hospital!
                         
                                             WINNIE
                    Did you hear a word he said?!
                         
                                             LORD PORTLEY-RIND
                        (dismissive, to Winnie)
                    Not now.
                         
                                             WINNIE
                                   BUT FATHER--
                         
                                             LORD PORTLEY-RIND
                        (points to White Hats)
                    Have you any idea how long it will
                    take my men to fish it out of the
                    river?!
                         
          The White Hats look worried. Boulanger rolls forward in his
          wheelchair and adjusts his hearing horn.
                                                                  87.
                         
                         
                                                LANGSDALE
                    Ahh. What?
                         
                                             BOULANGER
                    Eww... the river?
                         
          Eggs moves down the stairs.
                         
                                             EGGS
                    If you won't listen to me, ask
                    Snatcher himself.
                         
          Eggs PULLS OFF SNATCHER'S WIG. A long beat, as Snatcher looks
          caught.
                         
                                             CROWD
                                       (SHOCK)
                    GASP!/ Oh my!
                         
                              MADAME FROU FROU/SNATCHER
                    (whimpers) You have me. I am not a
                    true red head.
                         
                                             LADY CYNTHIA
                        (sympathy for Frou Frou)
                    Poor woman.
                         
                                              SIR LANGSDALE
                        (sympathy for Frou Frou)
                    For shame.
                         
          Now the crowd turns ANGRY.
                         
                                              CROWD MEN
                    How rude! / The lad's fuddled! / An
                    outrage! / The very thought!
                                       (MORE)
                    I saw him bite a bug on a cracker!/
                    He must hate cheese! / He's a mad
                    man! / I believe her's wearing a
                    lamp shade as a sleeve!
                         
                                              CROWD LADIES
                    Nasty boy! / Oh, he's awful!
                                       (MORE)
                    That's the one who crawled under my
                    dress! / I knew he was up to no
                    good the second he goosed me. / My
                    husband is angry so I am too!
                         
          Portley-Rind angrily climbs the stairs to Eggs.
                         
                                             LORD PORTLEY-RIND
                    You insult our guest of honor?
                                                                  88.
                         
                         
          He grabs the wig away from Eggs.
                         
                              LORD PORTLEY-RIND (CONT'D)
                    Who are you?!
                         
                                             EGGS
                                       (SHEEPISH)
                    A proper boy.
                         
                                             WINNIE
                    He is with me father.
                         
                                             LORD PORTLEY-RIND
                    You know this... creature?
                         
                                             WINNIE
                    He's my friend. What he said is
                                   TRUE--
                         
                                               LORD PORTLEY-RIND
                    Enough!
                         
                                               WINNIE
                    But...
                         
                                               LORD PORTLEY-RIND
                    Winifred!
                         
          Winnie gives in and bows her head. Eggs is stunned and hurt.
          Portley-Rind turns on him.
                         
                              LORD PORTLEY-RIND (CONT'D)
                                       (TO EGGS)
                    I don't want to see you again, do
                    you hear me?
                         
                                             EGGS
                    But he's not a...
                         
                                             LORD PORTLEY-RIND
                    Leave my house. Now!
                         
          Eggs walks slowly down the stairs. As he passes, Frou
          Frou/Snatcher smiles an evil grin.
                         
          Eggs glares at Snatcher and walks past Winnie without even
          looking at her. She looks heartbroken.
                         
          The crowd shuffles away from Eggs as he walks out the door.
          The butler wordlessly shuts it behind him.
                         
          The music begins again and the crowd goes back to chatting.
          Portley-Rind hands the wig back to Madame Frou Frou and leads
          her down the stairs.
                                                                  89.
                         
                         
                                             SNATCHER
                    Zees parties are so confusing. No?
                         
                                             LORD PORTLEY-RIND
                    There, there. You poor, poor dear.
                         
          Winnie watches Lord Portley-Rind pass.
                         
                                                                           CUT TO:
                         
          (1800 BKE) BROKEN EGGS
                         
                         
          EXT. MARKET SQUARE - NIGHT
                         
          CLOSE ON a manhole cover. Eggs is opening the cover in the
          center of the square. They meet at the very spot they first
          saw each other.
                         
                                             WINNIE
                    Eggs, wait!
                         
                                             EGGS
                                       (BITTER)
                    You said fathers were supposed to
                    help. That they took care of kids.
                         
                                             WINNIE
                    (sigh) Well, they're supposed to.
                         
                                             EGGS
                    People are just mean and selfish.
                    They're monsters.
                         
          Eggs climbs down into the manhole.
                         
                                             WINNIE
                    Not all of us. You aren't.
                         
          Eggs stops climbing.
                         
                                             EGGS
                    Well, I don't want to be a boy
                    anymore.
                         
          Eggs starts down again. Without looking up at her, he extends
          a hand.
                         
                                             EGGS (CONT'D)
                    It was a pleasure meeting you.
                         
                                                WINNIE
                    Eggs...
                                                                   90.
                         
                         
                                             EGGS
                    And, Winnie, I really do mean it.
                         
          Winnie sadly watches Eggs climbs down into the dark.
                         
          (1900 HMR) HOME RUINED
                         
                         
          INT. BOXTROLL CAVERN - DAY
                         
          Fish is waiting with the remaining boxtrolls as Eggs spits
          out of the chute, back into the cavern.
                         
                                             BOXTROLLS
                    Eggs!
                         
          They gather around and DRUM THEIR BOXES, excited. Eggs looks
          at the crowd, frowning.
                         
                                             EGGS
                    We have to leave the cavern.
                         
          The boxtrolls stop drumming.
                         
                                              EGGS (CONT'D)
                                       (STERNLY)
                    We're not safe down here anymore.
                    Come on...
                         
          Eggs pushes through the boxtrolls heading for the pneumatic
          tubes.
                         
                                             SHOE
                    Eggs?
                         
          Fish follows him, pulling the EGGS box out of his front flap
          and holding it out. The other boxtrolls don't move.
                         
          Eggs turns back toward them.
                         
                                             EGGS
                                       (ANGRY)
                    I said, we have to leave now!
                         
          The boxtrolls shake their heads and GURGLE nervously.   Some
          shrink away from him as he shouts.
                         
                                             EGGS (CONT'D)
                                       (FRUSTRATED)
                    Snatcher is planning something! We
                    have to get out of here.
                         
          Knickers simpers, rubbing his hands together and pulling his
          box up higher.
                                                                     91.
                         
                         
                                             EGGS (CONT'D)
                    Come on let's go. Now!
                         
          The boxtrolls hide in their boxes like scared little kids
          pulling sheets over their heads during a thunder storm.
                         
                                             EGGS (CONT'D)
                                       (ANGRY FRUSTRATION)
                    Get up! No! NO!
                        (shaking Knickers out of
                                        HIS BOX)
                    Don't don't just hide!
                        (tries to shake Ink loose)
                    What are you doing?!
                         
          Eggs looks around for Fish.
                         
                                             EGGS (CONT'D)
                                       (PLEADING)
                    Fish, help me.
                         
          Fish quickly unfolds Eggs' box and offers it to him, smiling.
          Eggs SMACKS the box out of Fish's hands!
                         
                                             EGGS (CONT'D)
                    NO! I'm not a boxtroll!
                         
          Fish shrinks away and hides in his box as Eggs comes closer,
          shaking and whimpering.
                         
                                             EGGS (CONT'D)
                    I'm sorry. I... I didn't mean it.
                    Please come out. Fish.
                         
          Suddenly, the whole cavern rumbles... dust and pebbles drop
          from the ceiling and bounce on Fish's box. Eggs stares at the
          ceiling.
                         
                                              EGGS (CONT'D)
                                       (SCARED)
                    He's here.
                         
          The boxtrolls look up, confused. The cavern RUMBLES and
          SHAKES. LIGHTS GO OUT one by one... the giant chandelier
          FLICKERS, GOES OUT AND DROPS TO THE CAVERN FLOOR. SMASH!
                         
                         
          INT. BOXTROLL CAVERN - DAY TO NIGHT
                         
          A hole opens in the cavern roof. Spinning blades of a digging
          machine pierce the ceiling. Large chunks of rock crash down,
          as the enormous MECHA BOX DRILL drops into the cavern!
                                                                  92.
                         
                         
          Boulders and dust rain down. Through the murk, Eggs sees a
          huge metal box covered in bits of scrap metal, with gaps
          revealing an interior of huge gears and cables all spinning
          and twisting like the guts of a giant watch. The whole
          machine has an ad hoc, made-from-assorted-scrap-and-junk feel
          that is unique to a boxtroll creation.
                         
          ON EGGS as his eyes go wide.
                         
          Two big spot lights BLAST ON like eyes, and the mecha box
          drill rises up on three legs. As it rises, it tears walkways
          and lights from the cavern walls.
                         
                                             BOXTROLLS
                    AHHHHHHHH!!!!!
                         
          As it turns, it rips the intricate boxtroll clock from its
          stalagmite and sends it crashing down. The mecha box looks
          like a monstrous, giant mechanical boxtroll.
                         
          The mecha box's spotlight "eyes" cut through the dust and
          darkness, catching each fleeing boxtroll, making them
          instinctively STOP RUNNING and HIDE in their boxes!
                         
          Snatcher's head appears out of the top. He still has his
          Madame Frou Frou white pancake makeup on, with a slash of
          crimson lipstick, making him look crazier than ever.
                         
                                             SNATCHER
                    How's that for an entrance!
                         
          Trout, Pickles and Gristle emerge from beneath the machine.
                         
                              MR. PICKLES
                                       (CHEERING)
                    Dramatical!
                         
                              MR. TROUT
                    Don't you mean "dramatic"?
                         
          Mr. Gristle laughs insanely.
                         
          Snatcher hits a lever and a large MECHANICAL ARM unfolds from
          the drill. Snatcher laughs heartily as he plays with his new
          toy, opening and closing the CLAW at the arm's end. He
          swings the claw at stalactites, sending them crashing to the
          ground.
                         
                                             EGGS
                    AHH!
                         
          Eggs shoves boxtrolls out of the way as the rocks fall to the
          cavern floor.
                                                                  93.
                         
                         
          Some jump out of the way and Snatcher swings again, sending
          the clawed arm into Eggs' nook, smashing the music machine.
                         
          Eggs drags boxtrolls towards the pneumatic tubes -- but they
          stay in their boxes refusing to move.
                         
                                             EGGS (CONT'D)
                    Get up! That thing will kill you!
                         
                                              SNATCHER
                    My, my, what a surprise. Don't look
                    like your little friends wanna run,
                    does it?
                                       (THEN)
                    How strange, how peculiar. No,
                    wait, it's exactly as I expected!
                         
          Eggs stacks a group of boxtrolls under the tubes, all of them
          still tucked into their boxes, and pleads.
                         
                                             EGGS
                    You have to get up. Please!
                         
                                             SNATCHER
                    NEVER GONNA HAPPEN, TRUBSHAW!
                         
          Eggs turns the anchor switch and the boxes start to rise into
          the tubes. The mecha box's claw arm GRABS the tube and rips
          it out of the machine. Cocoa falls! There's no way out.
                         
          Eggs jumps out of the way as the mecha claw arm drops the
          tube overhead. He rights himself and gasps up at Snatcher in
          at the mecha drill controls.
                         
                                             SNATCHER (CONT'D)
                    Time to earn my white hat!
                         
          Snatcher pulls another LEVER and releases the VACUUM ARM. It
          slithers toward a group of boxtrolls. Eggs whimpers as
          Snatcher hits the lever's BUTTON to begin the suction.
                         
          The boxtrolls in front of Eggs get sucked up by the mecha
          box's vacuum arm. He tries to hold on a boxtroll mid-suction
          but it is ripped away.
                         
                                             EGGS
                    No!
                         
          The mecha box's vacuum arm turns on other boxtrolls.
                         
          Sweets and Knickers grab hold of boulders. Knickers nearly
          loses his/her bottom box as he/she is hoovered up. Sweets'
          teeth are sucked out of his mouth, then he is sucked up.
                                                                     94.
                         
                         
          A panicked Eggs looks around, eyes wide.
                         
                                             EGGS (CONT'D)
                    Fish! Shoe!
                         
          Eggs grabs Fish and Shoe by their arms, where they try to
          hold themselves together. He tries to run with them in tow.
          Gristle clubs Shoe toward the vacuum arm with his cricket
          bat, where he is sucked up.
                         
          Eggs and Fish huddle together as Snatcher rides up,
          headlights blaring. Eggs has to shield his eyes from the
          blinding light.
                         
          Eggs picks Fish up, wrapping his arms around the box as best
          he can.
                         
                                             EGGS (CONT'D)
                    NO! Please!
                         
                                              SNATCHER
                    Give up, Trubshaw! Boxtrolls lost
                    looooong time ago. These miserable
                    pests will never be a match for a
                    man with dream!
                                       (THEN)
                    MR. GRISTLE!
                         
          Eggs holds Fish tightly and tries to run but Gristle fires
          his bolas gun after him. It wraps around them and they fall
          to the ground. Eggs lands hard and hits his head, knocking
          him unconscious. Fish peeks out of his box, fretting.
                         
                                             FISH
                    Eggs? Eggs?
                         
          Snatcher flips levers and switches, grinding gears and
          sending flames out of the drill's FURNACE GRILL as the
          machine stands. He points to Eggs.
                         
                                             SNATCHER
                    ACQUIRE THEM!
                         
          As Snatcher stomps away, the Redhats step in and pull Fish
          out of the bolas rope. Fish's head comes out of his box and
          screams.
                         
                                             FISH
                                   (SNARLS FEROCIOUSLY)
                         
          He HISSES AND BARES HIS TEETH at the Redhats! Pickles and
          Trout jump back! Gristle knocks Fish unconscious with the
          butt of his rifle. Trout and Pickles recoil.
                                                                  95.
                         
                         
                              MR. PICKLES
                    Never seen one do that before!
                         
                              MR. GRISTLE
                    THAT BOXTROLL WAS MAD!
                         
          Gristle walks back toward the mecha box, laughing. Pickles
          look shocked at Fish's flaccid body. Trout picks up the limp
          Eggs and slings him over his shoulder.
                         
                               MR. PICKLES
                    Goodness always triumphs over
                    evil... right Mr. Trout?
                        (Trout walks away)
                    Mr. Trout?
                         
          Pickles picks up Fish and follows Trout.
                         
                              MR. PICKLES (CONT'D)
                                       (CONVINCING HIMSELF)
                    I'm still sixty to seventy percent
                    certain that's us. A couple of good
                    guys vanquishing evil and all that.
                         
          ON EGGS in the mecha drill's CAGE. He lies passed out atop a
          pile of boxtrolls. As the mecha box climbs back up the hole,
          it pushes a huge stalagmite over and the rest of the cavern
          collapses down around it.
                         
          INSIDE THE MECHA BOX CAGE, EGGS' SEMI CONSCIOUS POV: he looks
          at the home he once knew, now destroyed. His eyes close.
                         
          FADE TO BLACK.
                         
          (2000 CCB) CRUSHED   CARDBOARD
                         
                         
          INT. SNATCHER'S FACTORY BASEMENT - NIGHT
                         
          Eggs wakes to find himself back in his box and in a hanging
          cage. A figure swings back and forth in the foreground,
          whispering.
                         
                              PRISONER (O.S.)
                                       (WHISPERED)
                    Jelly. Jelly!
                         
                                             EGGS
                                       (GROGGILY)
                    What the...?
                         
          Eggs starts and looks up through cage bars - a strange man
          hangs upside down by a pair of iron boots.
                                                                  96.
                         
                         
          His bright, crazy eyes peek out from a tangled mass of
          scraggly beard and long hair. This PRISONER stares intently
          at Eggs.
                         
                                             PRISONER
                    When I'm good I get jelly. I like
                    jelly. JELLY!
                         
                                             EGGS
                                       (WHISPERS)
                    Who are you?
                         
                                             PRISONER
                    Who am I? Who are you?
                         
                                             EGGS
                        (confused, defeated)
                    I don't know.
                         
          Eggs turns away. LONG BEAT
                         
                                             PRISONER
                    Boy? Or Boxtroll?
                         
          Eggs doesn't answer.
                         
                                             PRISONER (CONT'D)
                    Dresses like a boxtroll, but, uh...
                    looks like a boy.
                                       (GIGGLE)
                    A boy-troll? Yes, or a box-boy?
                                       (EXCITED)
                    A new species. Never seen before.
                         
          Eggs looks toward the sound of footsteps.
                         
                              SNATCHER (O.S.)
                        (humming... then in normal
                                        VOICE)
                    Ohhh... nooo boxtrolls!
                         
          Eggs watches as Snatcher comes down a dark stairway and walks
          up toward the Prisoner.
                         
                                             SNATCHER (CONT'D)
                                       (SINGING)
                    Trubshaw senior loved his kid, same
                    as regular faaaaathers did....
                         
          Snatcher smacks the Prisoner and tugs on his beard. Eggs'
          eyes dart back and forth between Snatcher and his long lost
          father, HERBERT TRUBSHAW.
                                                                    97.
                         
                         
                                             EGGS
                        (to the Prisoner)
                    He's my, you're my... are you my
                    father?
                         
                                             HERBERT
                    JELLY!
                         
          Herbert chuckles in an unhinged kind of way. Eggs' face
          falls.
                         
                                             SNATCHER
                    He was once. Won't get much out of
                    him now, though. A decade hanging
                    upside down scrambled his noodles
                    good.
                         
          Snatcher spins Prisoner Herbert around.
                         
                                             SNATCHER (CONT'D)
                        (RE: mecha box)
                    Still, did a fine job designing
                    this beauty. Best inventor in town,
                    your dad. Working with the best
                    little builders.
                         
          Snatcher spins Eggs' cage so he can see the Redhats stacking
          the boxtrolls into a pile, underneath a menacing-looking box
          crusher.
                         
          Fish and Shoe poke their eyes out above their boxes, then
          immediately dart back inside, scared.
                         
                                             EGGS
                    No, no no, don't hide. Fish! Shoe!
                    RUN! Get up, get up and run!
                    Sparky. Sweets, run!
                         
                                             SNATCHER
                    Yell all you want, boy. They ain't
                    gonna run. You can't change nature.
                         
          Eggs pants and lowers his head, defeated. More and more
          boxtrolls are placed on top of each other. The whole pile
          SHIVERS in fear.
                         
                                             SNATCHER (CONT'D)
                                       (CALLS DOWN)
                    I'm coming down, men! I want to
                    pull the crushing lever myself!
                        (wistful, to Eggs)
                    It's the little moments.
                                                                     98.
                         
                         
          Snatcher heads down. Herbert chuckles again. Eggs slowly
          looks at him.
                         
                                              HERBERT
                    Yes. I see it now! A mutation of
                    nature. Self-imposed metamorphosis.
                                       (THEN)
                    Boxboy! You did it!
                         
                                             EGGS
                    I don't understand.
                         
                                             HERBERT
                    You changed your nature. Tell them.
                         
          Herbert gestures toward the shivering box pile. He still has
          crazy eyes, but for a moment, he stares right at Eggs. Maybe
          he's lucid after all. Eggs can't tell.
                         
                                             EGGS
                    I tried. They won't listen.
                         
          Eggs turns away from Herbert and bows his head. Snatcher
          flips a lever, starting the machine. Eggs starts, holding on
          to the bars as he stares intently.
                         
                                             HERBERT
                    You did it. You made you. Tell
                    them. Tell them. Tell them!
                         
          Eggs watches as the gears continue to turn and the crusher to
          rise. The pile of boxtrolls shiver with fear.
                         
                                              HERBERT (CONT'D)
                    Boxboy! BOXBOY!
                                       (THEN)
                    My son.
                         
          Eggs looks up and turns to Herbert.
                         
                                             EGGS
                    Father?
                         
          Despite being upside down and covered with hair, Herbert
          looks almost sane.
                         
                                             HERBERT
                    Son! They can change. They can do
                    it! Tell them.
                         
          BEAT. Eggs looks from Herbert's face to the still shivering
          boxtrolls.
                                                                     99.
                         
                         
                                             EGGS
                    Fish, Fish, everyone! Listen! I'm a
                    boxtroll and I stopped hiding, so
                    you can too! Stand up for
                    yourselves! We can fight back!
                    Don't be afraid anymore. Sparky!
                    Fragile! Get up! Get up and fight!
                         
          The box pile stops shivering and settles. Are they listening?
          Eggs swings his cage around and he pleads.
                         
                                             EGGS (CONT'D)
                    Just stand up and take a step.
                    Please! Do it for me!
                         
          A beat. Then...
                         
                                             SNATCHER
                    Well, good speech.
                         
          Snatcher pulls a lever, and--
                         
          SMASH! The box crusher flattens the entire pile of boxtrolls.
                         
                                             EGGS
                    No! No! No! NOOOOOO!
                                       (CRYING)
                    Fish, Shoe, Sparky...
                         
          Herbert is smiling and mumbling the same thing over and over.
                         
                                             HERBERT
                    Look what you did. Look what you
                    did! (laughs)
                         
                                             EGGS
                                       (TEARFUL)
                    Yeah. Yeah look what I did. They're
                    crushed.
                         
          Snatcher appears, coming up the stairs. Eggs looks up at
          Snatcher in horror.
                         
                              MR. TROUT
                                       (REGRETFULLY)
                    Hey, Boss, your monsters are all
                    loaded.
                         
                                             SNATCHER
                        (staring right at Eggs)
                    All but one.
                                                                  100.
                         
                         
          Eggs looks up, terrified.
                         
                                                                             CUT TO:
                         
          (2100 SAS) SNATCHER'S   ASCENSION
                         
                         
          EXT. CHEESEBRIDGE - WORLD VIEW - JUST BEFORE DAWN
                         
          The wide view of rooftops and chimneys in golden morning
          light is marred by the SMOKE of a coal furnace. The Mecha Box
          Drill makes its way slowly up the hillside town.
                         
                         
          EXT. CHEESEBRIDGE STREETS - CONTINUOUS
                         
          Snatcher's amplified voice booms out of a scratchy
          loudspeaker and through the sleepy morning streets, rousing
          the townsfolk. Lights appear in windows.
                         
                              SNATCHER (O.S.)
                    Hear ye! Hear ye! Good citizens of
                    Cheesebridge, come out of your
                    homes! The curfew has been lifted!
                         
          QUICK SHOTS OF TOWNSPEOPLE, the reverse of the opening scene
          of the movie:
                         
          - A man OPENS his peep-hole and looks around.
                         
          - Another OPENS his door and looks up as a shadow passes over
          his house.
                         
          - A MOTHER swings her door open and a LITTLE BOY rushes
          outside to see: Snatcher riding atop the giant mecha drill as
          it lumbers up the winding streets towards Market Square.
          Trout and Pickles follow behind, with Mr. Gristle riding the
          back of the Mecha Drill.
                         
                                             TOWNSFOLK BOY
                    Whoah! What is it?
                         
                                             FEMALE TOWNSFOLK 1
                    It's Snatcher!
                         
                                             SNATCHER
                    Fear not, the monsters have been
                    vanquished! Your streets are SAFE!
                         
                              MR. GRISTLE
                    (VERY MENACING) SAAAFE!
                         
          Trout and Pickles walk along behind the machine, amongst the
          gathering crowd, worried.
                                                                  101.
                         
                         
          The townspeople smile in relief and wonder, and step out of
          their doors.
                         
                              MALE TOWNSFOLK (?)
                    The curfew is over?
                         
                              MR. TROUT
                    Yeah...
                         
                                             FEMALE TOWNSFOLK 1
                    That's incredible.
                         
          They begin to follow after the mecha drill.
                         
                                             SNATCHER
                    Join me! Your purger of pests! Your
                    white knight who has taken back the
                    night!
                         
          As Snatcher continues his ascension, all kinds of
          townspeople, women, children, rush to join the parade. The
          Mecha Drill's heavy iron legs smash into the cobblestones as
          it walks up the hill.
                         
                         
          EXT. MARKET SQUARE - CHEESE GUILD - DAWN
                         
          The crowd arrives at the stairs of the guild with the mecha
          box. Snatcher beams with pride as he calls out through the
          whiney loudspeaker.
                         
                                             SNATCHER
                    Lord Portley-Riiiiind!
                         
          The door cracks open and Lord Portley-Rind looks out.
                         
                                             SNATCHER (CONT'D)
                    I come bearing the most delightful
                    news.
                         
          He blinks in amazement at the scene before him - Snatcher
          atop a giant machine, a huge expectant crowd around him.
                         
                                             LORD PORTLEY-RIND
                    Mr. Snatcher, what the devil is
                    this?
                         
                                             SNATCHER
                                       (TRIUMPHANT CHUCKLE)
                    Show him lads.
                         
          The Redhats release the crushed boxes from the cage so they
          fan out dramatically at the foot of the stairs.
                                                                 102.
                         
                         
                                             SNATCHER (CONT'D)
                    Flattened to extinction. Every
                    last, slimy one of them.
                         
          The crowd applauds.
                         
          Up at her balcony, Winnie hears the noise and comes out to
          investigate.
                         
                                               WINNIE
                                   (GASP)
                         
                                             SNATCHER
                    Your lordship, I said I would not
                    rest until I caught every last
                    boxtroll and I am a man of my word.
                         
          He hits a switch and the mechanical arm swings around to
          present Eggs, wearing the evil-boxtroll costume Mr. Gristle
          wore in the Madame Frou Frou show. The mask covers Eggs' face
          and his hands are bound behind his box. His feet and hands
          are covered with grotesque claws.
                         
                                             SNATCHER (CONT'D)
                    With this boxtroll, I will end
                    their reign of terror.
                         
          Up on her balcony, Winnie stares at the monster. CLOSE ON the
          EGGS LOGO on its box.
                         
                                               WINNIE
                    EGGS!
                         
                                              SNATCHER
                        (to crowd, arms wide)
                    I'd say that deserves a white hat,
                    don't you?
                         
          The crowd cheers.
                         
                              SHOPKEEPER WOMAN A
                    A white hat for Mr. Snatcher!
                         
                              MALE TOWNSFOLK (O.S.)
                    Our hero! / Be-hatify the man!
                         
          Lord Portley-Rind steps nervously forward.
                         
                                             LORD PORTLEY-RIND
                    Yes, well. I'm not sure... We'd
                    have to take a vote...
                         
          The crowd begins chanting loudly.
                                                                  103.
                         
                         
                                             CROWD
                        (in unison, chanting)
                    WHITE HAT! WHITE HAT! WHITE HAT!
                         
          The Redhats stand with the crowd, Gristle chanting along with
          them. Pickles and Trout look uncomfortable.
                         
                                             LORD PORTLEY-RIND
                    There's probably some, uh,
                    paperwork... then have a hat
                    shipped in...
                         
          Snatcher moves the machine forward, dangling the "boxtroll"
          out front, daring Portley-Rind to deny the mob.
                         
                                             SNATCHER
                    No. Methinks a deed of this
                    magnitude deserves something a bit
                    more... significant.
                         
          Portley-Rind stares up at him blankly.
                         
                                             SNATCHER (CONT'D)
                    I want YOUR hat.
                         
                                             LORD PORTLEY-RIND
                    My hat?
                         
          Snatcher looks appealingly back at the crowd, who are good
          and riled up.
                         
                                             CROWD
                        (in unison, chanting)
                    WHITE HAT! WHITE HAT! WHITE HAT!
                         
                              SHOPKEEPER WOMAN A
                    WHITE HAT! WHITE HAT!
                         
                                             BOY
                    WHITE HAT! WHITE HAT!
                         
          The crowd moves forward, pressing closer to the Cheese Guild
          stairs. They continue calling for Lord Portley-Rind's hat.
                         
                              MR. GRISTLE
                    CHANTING! CHANTING! CHANTING!
                         
                                             MALE TOWNSFOLK
                    WHITE HAT! WHITE HAT! WHITE HAT!
                         
          Lord Portley-Rind gestures to the crowd to calm down.
                                                                 104.
                         
                         
                                             LORD PORTLEY-RIND
                        (through gritted teeth)
                    All right. All right. As soon as
                    that boxtroll is dead, you may
                    have... my... hat.
                         
          Lord Portley-Rind casts down his eyes, beaten.
                         
          (2150 SCR) SNATCHER'S CORONATION
                         
                         
          EXT MARKET SQUARE - DAWN
                         
          Snatcher hits a button and the mecha box is lowered to the
          ground.
                         
                                             LORD PORTLEY-RIND
                    Yes. And then we can eat cheese
                    together.
                                       (EXCITED)
                    In the Tasting Room.
                         
          Snatcher laughs and climbs down from the mecha drill. Gristle
          has removed his hat and taken a knee, Snatcher uses his head
          as a step stool.
                         
                              MR. GRISTLE
                    Haha, FOOT!
                         
          He hands a REMOTE CONTROL to Trout, who is huddled nervously
          with Pickles. Gristle stands and returns his hat to his head,
          grinning.
                         
                                             SNATCHER
                    Do the honors.
                         
          Snatcher strides off towards Portley-Rind.
                         
                              MR. PICKLES
                        (whispers to Trout)
                    I thought this was all gonna be a
                    show, like with Frou Frou.
                        (pulls out fake mustache)
                    I brought my mustache and
                    everything.
                         
                              MR. TROUT
                    This really does stretch the limits
                    of the term "hero", doesn't it?
                         
          Gristle glares at them. He GROWLS, threateningly.
                         
                              MR. GRISTLE
                    HAT! (CLEARS THROAT LOUDLY)
                                                                  105.
                         
                         
          Pickles quickly puts on his mustache and Trout presses the
          button to raise the mecha box. Eggs in his monster disguise
          swings on the chain.
                         
          Snatcher steps in front of Portley-Rind.   He removes his red
          hat.
                         
                                             SNATCHER
                                       (CALLING OUT)
                    Musician, drum-roll!
                         
          ON the One Man Band, who excitedly strikes up a drum roll.
                         
          Snatcher tosses his red hat away.
                         
                                             SNATCHER (CONT'D)
                    Mr. Trout! Lower the beast down.
                         
          Trout reluctantly maneuvers Eggs over the furnace's mouth.
          Eggs struggles to free himself. He presses a button and the
          furnace doors OPEN WIDE and white-hot flames pour out of the
          coal fire.
                         
          CLOSE ON EGGS as his eyes widen, flames reflected in them.
          He struggles.
                         
          Snatcher takes a knee, and presents his head. Portley-Rind
          reluctantly removes his hat, breathing hard.
                         
                                             LORD PORTLEY-RIND
                    Repeat after me: With this hat, I,
                    state your name...
                         
                                             SNATCHER
                    With this hat, I, Archibald
                    Penelope Snatcher...
                         
          Trout begins to lower Eggs into the furnace. He and Pickles
          are sweating, intensely reluctant to kill the boy. Portley-
          Rind slowly begins to lower the white hat onto Snatcher's
          head.
                         
                                             LORD PORTLEY-RIND
                    With profound esteem for dairy and
                    dairy products... proudly swear to
                    uphold the dignity of the White
                    Hat.
                         
          The hat creeps lower as Portley-Rind matches the last
          boxtroll's progress toward the flames.
                         
                                              SNATCHER
                        (repeating after Portley-
                                        RIND)
                                              (MORE)
                                                                 106.
                         
                                             SNATCHER (CONT'D)
                    Proudly swear to uphold the dignity
                    of the White Hat.
                         
          Suddenly, Winnie bursts out the front doors and sees Eggs
          moving closer and closer to death.
                         
                                             WINNIE
                    Father! Father!
                         
                                             LORD PORTLEY-RIND
                    Not now, Winifred!
                         
          Exasperated, Winnie runs to Pickles and Trout.
                         
                                             WINNIE
                    STOP! STOP!
                         
                              LORD PORTLEY-RIND (O.S.)
                    And henceforth, whereupon and
                    thereupon... the placing of this
                    hat... we shall conclude by...
                    ushering our newest member into a
                    world of privilege, pride, and
                    pasteurized dairy!
                         
                              MR. TROUT
                    I can't, miss. Apologies.
                         
                              MR. PICKLES
                    We're just doing our jobs.
                         
                                             WINNIE
                    Your JOBS? Are you pest
                    exterminators or evil henchmen?!
                         
                              MR. PICKLES
                        (long, hurt gasp)
                    I knew that's how people saw us.
                         
          ON EGGS, mumbling against his mouth gag.
                         
                                             WINNIE
                    You don't have to do this!
                         
                              MR. TROUT
                    She has a point, Mr. Pickles. This
                    could be our chance for redemption.
                         
                              MR. PICKLES
                    A second chapter!
                         
                              MR. TROUT
                    People love a flawed hero!
                                                                 107.
                         
                         
          The FEET of Eggs' BOXTROLL COSTUME are licked by flames as he
          creeps closer to the furnace.
                         
                                             WINNIE
                                       (HURRIEDLY)
                    Sure, yes, whatever! Just let him
                    go!
                         
          Pickles and Trout stare at each other, unsure of what to do.
                         
          ON SNATCHER and the white hat hovering so tantalizingly close
          to his head.
                         
          ON EGGS as he shuts his lids tightly against the coal fire.
                         
          ON the One Man Band, who is looking a little tired and sweaty
          from a really long drum-roll.
                         
          Back to Trout and Pickles, who smile at each other.
                         
                              MR. TROUT
                    Yeah?
                        (at Mr. Pickles' nod)
                    Yeah.
                         
          Trout stops the machine and the mechanical arm reverses it's
          direction, moving Eggs away from the fire.
                         
                                                EGGS
                           (behind the gag)
                    Huh?
                         
          Snatcher growls as Lord Portley-Rind swiftly pulls his white
          hat away.
                         
          ON the One Man Band as he finally stops his drum-roll, and
          collapses exhausted.
                         
          Trout and Pickles turn to Winnie.
                         
                                 MR. PICKLES
                    Redeemed!
                         
                              MR. TROUT
                                       (TO WINNIE)
                    Thank you, miss.
                         
          Gristle LUNGES IN, seizes the controller.
                         
                                 MR. GRISTLE
                    Ha HA!
                                                                   108.
                         
                         
                                             WINNIE
                                       (PROTESTS)
                    STOP IT!
                         
          Winnie tries to take the controller from Gristle, but he
          snaps his teeth at her menacingly.
                         
          Gristle turns the mecha drill arm back on! Eggs resumes his
          descent.
                         
          Mr. Trout pulls Winnie out of the way.
                         
                              MR. TROUT
                    Watch yourself.
                         
          The tips of Eggs' boxtroll-suited feet are licked by the
          flames, and he pulls them up out of the way.
                         
          Gristle laughs heartily at Eggs' precarious situation.
                         
                              MR. GRISTLE
                    Ha Ha HAAAAA!
                         
          In the quiet hush of the ceremony, suddenly a faint sound can
          be heard GROWING LOUDER.
                         
                                  HERBERT (O.S.)
                             Jelly! JELLY!
                    Jelly!
                         
          Gristle turns to the sound.
                         
                                  MR. GRISTLE
                    Hmm?
                         
          Through the mouth of the boxtroll costume, Eggs sees--
                         
                         
          (2200 TNT) THE NAKED TRUTH
                         
          -- Snatcher's vehicle comes shooting into the square!    It is
          covered in boxtrolls.
                         
                                             HERBERT
                    I like Jelly!
                         
          Fish is stacked on Shoe in the driver's seat. Fish steers,
          Shoe works the pedals. Herbert sits in Snatcher's seat,
          laughing in delight, his hair and beard whipping in the wind.
          He giggles into the megaphone while the boxtrolls holler and
          cheer.
                         
                                             HERBERT (CONT'D)
                    JELLY! Ha ha ha ha!
                                                                    109.
                         
                         
          Eggs excitedly murmurs through his gag.
                         
          Winnie smiles.
                         
                                             WINNIE
                    FISH!
                         
          The truck SKIDS to a stop, spilling NAKED BOXTROLLS
          EVERYWHERE!
                         
                              CROWD (OVERLAPPING)/ MR. TROUT
                    BOXTROLLS! / And they're NAKED! /
                    AAAAAH! / NAKED TROLLS! / EWW! No
                    wonder they wear boxes!
                         
          ON Gristle as he's overrun by naked, angry boxtrolls!
                         
                              MR. GRISTLE
                    OHH! EWW -- NAKED!
                         
          ON SNATCHER AND PORTLEY-RIND:
                         
                                             LORD PORTLEY-RIND
                    What is going on here?!
                         
                                             SNATCHER
                    I... I am befuddled as your
                    lordship! I... I crushed them
                    myself!
                         
          Portley-Rind places the white hat back on his own head.
                         
                                             LORD PORTLEY-RIND
                    Evidently not! That was the closest
                    you will ever come to a White Hat.
                        (THEN, twirling his
                                        MUSTACHE)
                    I hope you enjoyed it.
                         
          Fish grabs the mechanical arm remote control from Gristle's
          hands. He uses it to lift Eggs away from the furnace's mouth.
                         
          The naked gaggle of boxtrolls carries Gristle away and throws
          him into a barrel labeled "LEECHES".
                         
          Fish releases Eggs from the mechanical arm, sending him
          flying into a CHEESE TENT. He tumbles out on to the market
          square, covered in Gouda and Swiss. Ecstatic boxtrolls and
          Winnie swarm him. Off come the gloves and mask and a relieved
          Eggs pops up. Winnie hugs him!
                         
                              FISH AND BOXTROLLS
                                       (IN UNISON)
                    Eggs!
                                                                  110.
                         
                         
                                             EGGS
                                       (TO BOXTROLLS)
                    You're alive! You're all alive! But
                    how?! I saw you crushed!
                         
          Fish happily GURGLES his answer. Eggs' face lights up with
          joy, reacting to each gurgle like it's a revelation.
                         
                                             WINNIE
                                       (INTERRUPTING)
                    AHEM?
                         
                                             EGGS
                    Oh... sorry. He says they were
                    hiding and then they heard me
                    yelling at them...
                         
                                                                       FLASHBACK TO:
                         
                         
          INT. SNATCHER'S FACTORY - FLASHBACK - NIGHT
                         
          Eggs begging the boxtrolls to save themselves, but this time
          we see it from the REVERSE ANGLE.
                         
                              EGGS (O.S.)
                    ... We can fight back! Don't be
                    afraid anymore. Sparky! Fragile!
                    Get up! Get up and fight. Stand up!
                    Fight back. Please! Do it for me!
                         
          What Eggs couldn't see is the boxtrolls, led by a NAKED Fish,
          squirm out of the back of the boxtroll pile. They are
          terrified, but they all do it until Knickers freezes at the
          threshold.
                         
                              SNATCHER (O.S.)
                    Wow, good speech.
                         
          Fish has to grab Knickers and pull him out just as SMASH! THE
          CRUSHER CRASHES DOWN!
                         
          We even hear Herbert's laughing and calling out to Eggs as
          the naked boxtrolls stack together and hide out of sight.
                         
                                             HERBERT
                    Boxboy! Look what you did!
                         
                                                                           BACK TO:
                         
                         
          EXT MARKET SQUARE - DAWN - CONTINUOUS
                         
          Fish and Eggs hug tightly.
                                                                 111.
                         
                         
                                             EGGS
                    You got out of your boxes! You did
                    it!
                         
          The townspeople peek out of their hiding places, confused.
                         
                                              WORKMAN A
                    The boy is friends with a
                    boxtroll?!
                         
                                             SHOPKEEPER LADY
                    But boxtrolls are monsters.
                         
          Winnie turns to the townspeople.
                         
                                             WINNIE
                    Boxtrolls aren't monsters. They
                    never ate the Trubshaw Baby, he's
                    right there with Fish and-- (GASPS)
                         
          Winnie stares at Herbert, the hairy lunatic standing next to
          Eggs. Eggs smiles up at Herbert.
                         
                                                EGGS
                    My father.
                         
                                             WINNIE
                    Your father?
                         
                                             HERBERT
                        (smiling at Eggs)
                    Look what you did.
                         
                                             EGGS
                    You were right. Thank you.
                         
                                             HERBERT
                                       (BOWING)
                    Jelly.
                         
          The townspeople stare at Herbert.
                         
                                             SHOPKEEPER LADY
                    Herbert Trubshaw?
                         
                              MALE WORKMAN A
                    The inventor?
                         
                                                SHOPKEEPER LADY
                    Alive?
                         
          The crowd murmurs angrily.
                                                                 112.
                         
                         
                                             CROWD (OVERLAPPING)
                    Oh get out of here. / Snatcher said
                    he was killed. / How can that be? /
                    How is this possible? / He lied to
                    us?
                         
                                             SHOPKEEPER B
                    Snatcher lied!
                         
                                              LORD PORTLEY-RIND
                    He lied to us and to poor Madame
                    Frou Frou!
                         
          Everyone turns toward Portley-Rind as he looks around for
          Snatcher.
                         
                                LORD PORTLEY-RIND (CONT'D)
                    Snatcher!
                         
          But Snatcher is gone.
                         
          Suddenly the shrill accent of Madame Frou Frou rises above
          the crowd. They look up as the mechanical arm of the mecha
          box drops Snatcher into the cockpit.
                         
                              MADAME FROU FROU/SNATCHER
                        (taunting in Frou Frou's
                                        VOICE)
                    We could've been somezing special,
                    but you've broken our agreement.
                         
                                              LORD PORTLEY-RIND
                    Why is he talking like Madame Frou -
                    Oh my God!
                                       (BOWS HEAD)
                    I regret so much.
                         
          Snatcher pulls levers and grinds gears again. The crowd gasps
          and shrinks away from him. He turns the mecha box toward
          Portley-Rind and uses the mechanical arm to reach for the
          white hat.
                         
                                             SNATCHER
                        (in Snatcher's voice)
                    I'll take my white hat now.
                         
          Portley-Rind ducks and weaves to avoid the huge, snapping
          claw.
                         
                                               LORD PORTLEY-RIND
                    AHHHH!
                         
          Snatcher gets frustrated and SMASHES THE STAIRS! Portley-Rind
          sprints off the stairs and out into the square.
                                                                 113.
                         
                         
          (2350 BTL) BATTLE REDUX
                         
          Portley-Rind sprints off the stairs and out into the square
          as Snatcher SMASHES TENTS WITH THE CLAW! Snatcher drives the
          mecha box, stomping after him and right toward the crowd.
                         
                               LORD PORTLEY-RIND (CONT'D)
                    RUN!
                         
          Lord Portley-Rind runs through the square and the mecha box
          chases him, SMASHING the tent out of the way with its giant
          iron fist!
                         
          The frightened townspeople SCREAM and run!
                         
                              ARISTOCRAT MALE A
                    The curfew's back on! IT'S BACK
                    ONNN!
                         
                                              CROWD
                    AHHHH!
                         
          CUT TO EGGS AND THE GANG as Fish finishes putting on his box.
                         
                                             EGGS
                    No more hiding, right?
                         
                                             FISH
                    (GURGLES "RIGHT!")
                         
          Fish nods. Eggs turns to Knickers.
                         
                                             EGGS
                                       (DETERMINED)
                    RIGHT?
                         
          Knickers flashes his best `angry face' and throws down his
          box, preferring to fight in his FRILLY UNDERWEAR!
                         
                                             KNICKERS
                    (GURGLES a war cry)
                         
                                             EGGS
                        (to all the boxtrolls)
                    You built that thing! You can take
                    it apart!
                         
          Eggs charges forward with all the boxtrolls!
                         
                               EGGS AND BOXTROLLS
                    ROAWRRR!
                                                                   114.
                         
                         
          CUT TO Portley-Rind cowering behind Snatcher's vehicle,
          holding his white hat to his head. Snatcher stalks by in the
          background, the mecha box drill sending cobbles flying.
                         
                                             SNATCHER
                    Loooord POORTLEY-RIIIIND!
                                       (SMASHES TENTS)
                    Come out, come out, come out!
                         
          Suddenly, the mecha box lurches. Snatcher loses his footing.
                         
                                             SNATCHER (CONT'D)
                    Whoah whoa.
                         
          Snatcher looks down and sees boxtrolls climbing up the legs,
          tearing pieces off. Shoe hisses at him.
                         
          CUT TO shots of hero boxtrolls wreaking havoc on the machine:
                         
          - Sweets grabs a pulley cable on one of the mecha drill legs.
                         
                                             SWEETS
                                   (GURGLING SWEARS)
                    Chmeey! @#$%&!
                         
                                             EGGS
                                       (TO SWEETS)
                    Tear it down!
                         
          Sweets bites the cable and it snaps in half.
                         
          - Sparky and Bucket remove pieces of the motor and get
          SHOCKED! They look a little charred as they pull out
          electrical elements and throw them away.
                         
          - Knickers rages, wailing on the side of the machine in his
          frilly underpants. He smashes his paws through a piece of
          sheet metal, pulling out a hose. It releases steam as he hold
          the hose triumphantly over his head.
                         
                                             SNATCHER
                    Get your grimy paws off of my
                    machine!
                         
          Snatcher pulls a lever and the furnace ROARS to life, spewing
          flames from the front grill. The boxtrolls near the grill
          cringe away.
                         
          Snatcher deploys the spinning chassis. The box rotates,
          picking up speed as the boxtrolls try to hang on. They grab
          on to each other when they lose grip on the mecha box. Fish
          holds on to Eggs' ankles.
                                                                  115.
                         
                         
                                             EGGS
                        (shouts to Fish)
                    We need to put out the fire!
                         
          Fish nods at him. He is knocked by another flying boxtroll
          into the square.
                         
          Fish lands near Winnie! She scowls and walks off with
          determination while Fish rubs his aching head.
                         
          CUT TO Portley-Rind still cowering. Hands GRAB THE WHITE HAT
          OFF OF HIS HEAD.
                         
                                             LORD PORTLEY-RIND
                    (gasp) AHH!
                         
          Boxtrolls fly across the square and hit the ground, skidding
          into tents and store fronts.
                         
          CUT TO Snatcher as he spins around in the mecha drill control
          seat, laughing like a mad man.
                         
                              WINNIE (O.S.)
                    Oh Mister Snatcher...
                         
          He spots Winnie waving the hat and DANCING A WIDE PIROUETTE.
          Snatcher hits a lever and the spinning slows. He woozily
          tries to find her, off kilter from the momentum.
                         
                                             WINNIE (CONT'D)
                    ... how did this hat get alllll the
                    waaayyy out here?
                         
          Snatcher forgets about Portley-Rind and stomps after Winnie.
                         
                                             SNATCHER
                    You vile little brat!
                         
          Winnie RUNS as the mecha drill clamors towards her.
                         
                                             WINNIE
                    Ooh!
                         
          Suddenly Pickles and Trout run up beside Winnie, both
          hatless.
                         
                              MR. TROUT
                                       (RUNNING)
                    Perhaps we can be of some
                    assistance, miss.
                         
          Winnie hands the hat to Pickles and ducks out of the chase.
          He examines the hat while running.
                                                                  116.
                         
                         
                              MR. PICKLES
                    So this is what all the fuss is
                    about?
                         
          Pickles places the white hat on his head and turns to Trout.
                         
                              MR. PICKLES (CONT'D)
                    What do you think, Mr. Trout?
                         
          A mecha drill leg SMASHES the cobbles beside Pickles.   He
          tosses the hat to Trout.
                         
                              MR. PICKLES (CONT'D)
                    `Ere you have a go.
                         
          Mr. Pickles tosses it to Mr. Trout, who puts it on
          momentarily.
                         
                              MR. TROUT
                    I think white quite suits me.
                         
          Trout tosses the hat back to Pickles, teasing Snatcher as a
          mecha leg misses him. He tosses the hat to Winnie.
                         
          CUT TO a wider view of Market Square as Winnie, Pickles, and
          Trout play keep away with the white hat, tossing it around
          like a frisbee. Snatcher spins the mecha box around, trying
          to grab the hat.
                         
                                                WINNIE
                    Over here!
                         
                                             SNATCHER
                    You ungrateful stooges!
                         
          Pickles, now holding the hat, taunts Snatcher.
                         
                              MR. PICKLES
                    Is this what you wanted, boss?
                         
          Pickles tosses the hat high. It soars past Snatcher's head.
          Snatcher fails to grasp it, then Lord Portley-Rind.
                         
                                                SNATCHER
                    Mine!
                         
                                                LORD PORTLEY-RIND
                    Mine!
                         
          Suddenly, Herbert leaps up and grabs the white hat.
                         
                                                HERBERT
                    JELLY!
                                                                    117.
                         
                         
          Herbert laughs as he runs around, weaving between the mecha
          drill legs. Portley-Rind chases after him.
                         
                                             LORD PORTLEY-RIND
                    It's not funny! No, no, no!
                         
          Herbert gives an extra-jaunty laugh and ducks away from a
          mecha leg quickly. Portley-Rind runs SMACK into it, falling
          to the ground.
                         
          CUT TO Gristle as he climbs woozily out of the leech barrel.
                         
                               MR. GRISTLE
                    Ohhhh...
                         
          BACK ON Herbert as Snatcher keeps up the chase, hot on his
          heels.
                         
                                             SNATCHER
                                       (TO HERBERT)
                    Come back, you loony!
                         
          Herbert runs past Gristle and hands him the hat just as
          Snatcher swings the massive mechanical arm.
                         
                                              HERBERT
                    Jelly!
                         
                               MR. GRISTLE
                    HUH?
                         
          Gristle gets WHACKED, sending the white hat sailing into the
          air and Gristle sailing across the square.
                         
          The hat is caught by Winnie. Snatcher chases her, corners her
          and is about to crush her with the arm when the gears GRIND
          in protestation.
                         
          CUT TO Eggs, Shoe, and Oil Can on the mecha arm joint. They
          sneer at Snatcher. Shoe giggles as he removes a final gear
          from the arm. The arm hangs in the air for a moment then
          suddenly FALLS OFF and CLANGS TO THE GROUND with Shoe and Oil
          Can!
                         
                                              EGGS
                    Whoops!
                         
                                             SPARKY/BOXTROLLS
                    (GURGLE YELL!)
                         
          Eggs watches the arm fall, worried about his friends. He
          doesn't notice Snatcher looming over him. Furious, Snatcher
          swings a LARGE WRENCH at Eggs' head.
                                                                  118.
                         
                         
                                             SNATCHER
                    Stop destroying my indestructible
                    machine!
                         
          Eggs barely ducks out of the way and falls, catching a hold
          of the arm joint and scrambling up to the front of the box.
                         
          Snatcher keeps swinging the wrench again - KLANG! -, tracking
          Eggs. He SMASHES the left headlight of the mecha drill and
          reels back to swing again when--
                         
          Eggs grabs onto a lever, pulls it hard, and the mecha box
          tilts violently back, sending Snatcher tumbling to the edge.
          Smoke starts coming out of the furnace.
                         
                                             SNATCHER (CONT'D)
                    AHHHHHHH!!!!
                         
          Eggs presses the red button and THE VACUUM ARM SWINGS DOWN
          LIKE A GIANT ACCORDION.
                         
                                             EGGS
                    Fish, grab hold!
                         
          ON CUE, Fish and Shoe scream directions. A group of boxtrolls
          run up to the vacuum arm and grab hold. They form a
          caterpillar conga-line to stretch it toward THE CENTER OF THE
          SQUARE.
                         
                                             FISH
                    (GURGLES "PULL!")
                         
          Shoe pulls the manhole cover away from the hole.
                         
          ON EGGS as he looks out over the square.   Snatcher looms in
          the furnace smoke.
                         
                                             EGGS
                    That's right! Pull it over there!
                         
          Suddenly, Snatcher appears behind him.
                         
                                             SNATCHER
                    YOU FILTHY MONSTER!
                         
                                             EGGS
                    AHHHH!
                         
          Snatcher grabs Eggs by the shoulders and forces him down over
          the edge of the mecha drill control booth.
                         
          ON THE BOXTROLLS as Fish grabs the mouth of the vacuum and
          jumps down into the sewer, dangling ABOVE THE WATER! The
          vacuum can't reach!
                                                                 119.
                         
                         
                                             FISH
                    (GURGLED) Uh oh.
                                       (GURGLED)
                    IT DOESN'T REACH!
                         
                                             WINNIE
                    IT DOESN'T REACH! PULL IT HARDER!
                         
          ON EGGS as Snatcher grasps his neck, threatening.
                         
                                              SNATCHER
                        (with effort, strangling
                                        EGGS)
                    You think you can win and live
                    happily ever after! They'll never
                    accept the likes of us!
                         
          Eggs pushes against Snatcher's chest, trying to get free.
                         
          ON WINNIE, SHOE and the others as they STRAIN to pull the
          vacuum arm closer. Trout and Pickles have joined in.
                         
                                             WINNIE
                    ALL TOGETHER!
                         
                               MR. TROUT
                    Now!
                         
                               MR. PICKLES
                    Pull!
                         
          CLOSE ON the mecha box's legs as they are dragged toward the
          manhole, pushing up cobblestones as they go.
                         
          WITH Fish as the tube reaches the water. He scrambles up the
          vacuum tube as it crashes into the water, hard.
                         
          MEANWHILE, Snatcher and Eggs struggle, their hands on each
          others' throats.
                         
                                             EGGS
                    I'm nothing like you. You're the
                    monster!
                         
          Snatcher pulls him close and GROWLS.
                         
                                              SNATCHER
                    MONSTER?
                         
          Snatcher GROWLS and rears back with the wrench! Eggs reaches
          over and SLAMS down the vacuum ON SWITCH!
                                                                 120.
                         
                         
                                                SNATCHER (CONT'D)
                                          (SURPRISED)
                    Huh?
                         
          FOOOMP! Water is sucked up in HUGE GULPS that race up the
          tube!
                         
          WATER HITS THE RED HOT FURNACE! BOOM! An EXPLOSION of steam
          and smoke fills the screen, obscuring our view.
                         
          ON THE WHITE HAT as it sits on the cobblestones. Lord Portley-
          Rind picks it up with a chuckle and places it on his head.
          He twirls his mustache with delight.
                         
          ON THE MECHA DRILL as it stands still, steam dissipating
          around its carcass. The vacuum arm is now just a stump of
          steel and shredded canvas.
                         
          The boxtrolls and townsfolk stare at it through the steam.
                         
          A LONG BEAT OF SILENCE is broken by shouts:
                         
                              WHITE HATS (O.S.)
                    WE'VE DONE IT!/ HUZZAH!/ THREE
                    CHEERS FOR US!
                         
          Sir Langsdale, Sir Broderick, and Sir Boulanger crest the
          hill at Milk Street, pushing the giant CHEESE WHEEL that
          rolled into the river.
                         
                                             SIR LANGSDALE
                    We got the cheese.
                        (they see the devastated
                                        SQUARE)
                    Lord... Portley-... Rind?
                         
          They stand in the entrance to the destroyed square, jaws
          agape. Glasses broken, an almost blind Gristle stumbles out,
          looking battered and worn.
                         
                              MR. GRISTLE
                    UGH! I HAVE LOST A LOT OF BLOOD.
                         
          Gristle looks up to see Snatcher and Eggs still clinging to
          the mecha box as it falls toward him! He spots Snatcher and
          watches as the box gets closer...
                         
                                 MR. GRISTLE (CONT'D)
                    Boss?
                         
          Timbeeeeer! The mecha box drill crashes on to Mr. Gristle and
          sends Snatcher and Eggs flying SPLAT! into the GIANT CHEESE
          WHEEL! SMOKE, STEAM, AND MELTED CHEESE SPLATTER EVERYWHERE!
                                                                     121.
                         
                         
          The crowd watches while Fish runs to look for Eggs in the
          huge mound of cheese. Suddenly, Eggs GASPS and breaks through
          the cheese. Fish rushes to him.
                         
                                             FISH
                                       (CONCERNED)
                    Eggs? EGGS!
                         
          The townspeople CHEER!
                         
                                             CROWD
                    YEEEEAAAAYYY!
                         
          Winnie beams and runs to join Eggs and Fish when something
          suddenly ERUPTS OUT OF THE CHEESE IN FRONT OF HER!
                         
                                                SNATCHER
                    RAWR!!!
                         
                                             CROWD
                                       (FROM HAPPY)
                    YEEEEAAAAYYYY!
                                       (TO DISGUSTED)
                    EEEEWWW!
                         
          A GIANT, SWOLLEN HAND grabs Winnie and pulls her toward --
                         
          SNATCHER-MONSTER.
                         
                                             WINNIE
                                   (MUFFLED SCREAM)
                         
          He's pulled himself out of the cheese and he is not in good
          shape. Think Elephant Man stung by bees.
                         
          ON TROUT and PICKLES. They reel in disgust.
                         
                                 MR. PICKLES
                                          (COWERING)
                    Eww!
                         
                                 MR. TROUT
                    Not again.
                         
          ON EGGS and FISH: Eggs is dumbstruck.      Fish gags, cheeks
          full.
                         
          Lord Portley-Rind runs up to Snatcher, pleading.
                         
                                                LORD PORTLEY-RIND
                    Winnifred!
                         
          The monster snatches Winnie up under his misshapen arm and
          staggers out of the mound of cheese.
                                                                     122.
                         
                         
                                             SNATCHER
                                       (TO SNATCHER)
                    GIF. ME. MY. HAT.
                         
          Portley-Rind twists his hands.
                         
                                             LORD PORTLEY-RIND
                    Well... what about Broderick's hat?
                    It's just as white and fluffy.
                         
          ON WINNIE as she squeals in protestation from behind
          Snatcher's monstrous, swollen hand.
                         
                              LORD PORTLEY-RIND (CONT'D)
                    Oh take it.
                         
          Portley-Rind removes his hat and hands it to Snatcher.
                         
                              LORD PORTLEY-RIND (CONT'D)
                    Just let go of my daughter.
                         
          Snatcher takes the hat with his sausage fingers. He pulls
          Winnie closer to him.
                         
                                             SNATCHER
                    YEAH! ARSHBALL SHNASHER, YOOFINE'LY
                    DONE IT!
                         
          CLOSE ON, Snatcher's beaming face. He waves the White Hat
          over his head and does an awful little dance.
                         
                                             SNATCHER (CONT'D)
                    NOW TO THE TASHTING ROOM!
                         
                         
          (2400 TTC) TO THE TASTING ROOM
                         
                         
          INT. CHEESE GUILD -   TASTING ROOM - DAY - MOMENTS LATER
                         
          CLOSE ON: Portley-Rind's hat being held aloft by one
          grotesquely swollen hand.
                         
                                             SNATCHER
                    Men, don your White Hatsh...
                         
          Snatcher lowers the hat onto the top of his head.
                         
          REVEAL Snatcher is sitting at the Tasting Room table, still
          clutching Winnie under his swollen arm. She whimpers in fear.
                                                                    123.
                         
                         
          Portley-Rind, wearing Snatcher's red hat, and Eggs and Fish,
          wearing pilfered white hats, sit on the other side of the
          table. Fish's hat slips down over his eyes, too big for his
          pointy head.
                         
          A small, ornately covered cheese tray sits in front of Lord
          Portley-Rind.
                         
                                             EGGS
                    Please, Snatcher, let her go. You
                    don't have to do this--
                         
          Snatcher interrupts Eggs and slams a meaty fist down on the
          table!
                         
                                             SNATCHER
                    ISH TASHTING TIME!
                         
          Winnie whimpers. Portley-Rind, Eggs, and Fish look nervous.
                         
          Awkward silence.
                         
          Lord Portley-Rind clears his throat and gestures to the
          cheese tray.
                         
                                             LORD PORTLEY-RIND
                    I present the tastiest cheese known
                    to man. Made from the milk of the
                    male, lactating fruit bats in
                    Borneo. Aged for centuries in
                                   SECRET--
                         
                                             SNATCHER
                        (interrupts, angry)
                    Shut up! Enough shtalling.
                         
          Portley-Rind lifts the lid off the cheese tray, revealing a
          small greenish portion of powerful looking cheese. A waft of
          stink fills the air and everyone recoils. Fish stabs a fork
          into the cheese.
                         
          Eggs pushes the cheese tray across the table, face drawn in
          disgust. It stops in front of Snatcher. He lifts the fork in
          his ham-sized swollen fist and removes a curd. He gives the
          cheese a looong SNIFF.
                         
                                             SNATCHER (CONT'D)
                    (snifffff) Yesh... rich bouquet,
                    cheesy cheese-like... OW!
                         
          Winnie BITES his puffy hand, breaks free of the headlock, and
          runs into the arms of her father. They hug.
                                                                    124.
                         
                         
                                                LORD PORTLEY-RIND
                       Oh, my Winnikens!
                         
          Snatcher stares at her in disbelief.
                         
                                                SNATCHER
                       You bit me... wif yor... MOUTH?!
                         
          Eggs looks at Winnie. She shrugs.
                         
          Snatcher growls, shrugs it off, and raises the forkful of
          cheese to his mouth... then pauses. His STOMACH GURGLES
          loudly. Everyone else recoils, scared. Fish hides in his box.
                         
                         LONG PAUSE
                         
          Snatcher raises the cheese to his mouth again.
                         
                                                EGGS
                                          (GENTLE PLEA)
                       Don't do it. It won't change who
                       you are.
                         
          His hideous, swollen head turns back to Eggs and he blinks.
          For a moment he looks sad, almost like he wants to listen to
          Eggs.
                         
                                                EGGS (CONT'D)
                       Cheese, hats, boxes - they don't
                       make you. You make you.
                         
          Snatcher looks sharply at Eggs.
                         
                                                SNATCHER
                       I have made me, boy.
                         
          Snatcher looks back to the curd, ready.
                         
                                                SNATCHER (CONT'D)
                       This is my dessshhtiny.
                         
          Snatcher opens his mouth wide.
                         
          ON EGGS, WINNIE, FISH, LORD PORTLEY-RIND as Snatcher slowly
          places the curd on his tongue. They are terrified.
                         
          Snatcher chews loudly.
                         
          Snatcher swallows.    He glances down to his stomach...
                         
          Eggs and Fish flinch, expecting something terrible to happen.
          Even Portley-Rind and Winnie cower.
                         
          A beat.
                                                                 125.
                         
                         
          Everything is fine. Everyone relaxes. A feeling of relief
          washes over Snatcher. His face brightens.
                         
                                             SNATCHER (CONT'D)
                                       (POMPOUS)
                    Mmm, aromatic?... Oaky?... With an
                    undertone of a mother's smile on a
                                   WARM SPRING--
                         
          BOOOOOM!!!
          He explodes.
                         
                         
          EXT. WIDE OF CHEESEBRIDGE - DAY
                         
          The top of the Guild explodes with a puff. The sound of the
          explosion is delayed slightly because of the distance.
                         
          A beat as the smoke hangs in the air. The grazing cows gently
          MOO.
                         
                         
          (2600 PMY) PLEASED TO MEET YOU
                         
                         
          EXT. MARKET SQUARE ALLEY - DAY
                         
          We see the clear, blue sky over Cheesebridge for a moment
          before tilting down into Market Square.
                         
                              WINNIE (O.S.)
                    There I was, trapped in his sweaty
                    armpit...
                         
          Madame Frou Frou's cabaret cart has been repainted, with a
          new sign reading "WINNIE". Winnie stands mid-stage orating
          her horrific tale.
                         
                                             WINNIE (CONT'D)
                    ...Until he swelled like a balloon
                    and.. POP! --
                         
          BLAM! A boxtroll bursts out of the trapdoor below the stage,
          releasing a cloud of confetti that explodes everywhere. They
          perform for a mixed crowd of townspeople and boxtrolls.
                         
                                             WINNIE (CONT'D)
                                       (ARMS WIDE)
                    -- An ocean of guts exploded over
                    us like a hurricane of YUCK!
                                                                    126.
                         
                         
          The crowd applauds, townspeople clap their hands and
          boxtrolls drum their boxes.
                         
          Lord Portley-Rind and Lady Cynthia applaud the loudest.
                         
                                               LORD PORTLEY-RIND
                      My little angel. My weird little
                      angel.
                         
          Winnie curtsies deeply, head down.
                         
                                                  EGGS
                      Winnie!
                         
          Winnie looks up and spots Eggs standing at the edge of the
          crowd. Under his arm he is holding an old record album.
                         
                                                  WINNIE
                      Huh?
                         
                                               EGGS
                          (quietly, to Winnie)
                      Where's Fish?
                         
                                                   WINNIE
                             (sotto voce, quietly to
                                             EGGS)
                      Uhh.
                         
          Winnie shrugs, "I don't know" and starts another story.
                         
                                               WINNIE (CONT'D)
                          (to the audience)
                      And now I will tell the heroic
                      story of the Naked Boxtrolls and
                      the Crusher of DOOOOOOM!
                         
          Winnie gestures to the stage curtain, which moves to reveal
          Knickers - wearing only his knickers - standing beneath a
          mock cardboard `1 TON' WEIGHT.
                         
          Eggs walks away from the stage as boxtrolls scramble to get
          better seats.
                         
                                                                             CUT TO:
                         
          The   square is cleaned up from the battle and there are a few
          new   additions. Eggs spots Oil Can, hard at work lubricating
          the   cables for the One Man Band's kick drum. Oil Can smiles
          and   they both move on to REVEAL:
                         
          A tent with a sign for SPARKY'S SCRAP SHACK - a boxtroll
          appliance repair service - hanging from it.
                                                                    127.
                         
                         
          SIR LANGSDALE stands next to his toaster as Bucket and Sparky
          peer inside it.
                         
                                             SIR LANGSDALE
                    It hasn't worked right in years!
                         
          Boulanger speeds around the repair tent, making rusty squeaks
          with each wheel rotation. An excited Oil can squeals and
          chases Boulanger's wheelchair.
                         
                              SIR LANGSDALE (CONT'D)
                    I said I like it burnt, then she
                    says well I don't! So here I am.
                         
          Suddenly Eggs appears next to Langsdale.
                         
                                             EGGS
                    You guys seen Fish?
                         
          Bucket and Sparky grunt "No" and get back to work. They both
          raise forks and prepare to plunge them into the toaster.
                         
                                             EGGS (CONT'D)
                    Thanks!
                         
          Eggs walks away as Langsdale backs up.
                         
                                              SIR LANGSDALE
                    Oh. I... I don't think that's a
                    good idea.
                         
          As Eggs walks away, a loud BZZZT sound and a bright light go
          off behind him.
                         
                                                                           CUT TO:
                         
                         
          Specs mans a control switch at a BOXTROLL MANHOLE exit. He
          throws the switch and Sweets shoots up out of the manhole,
          blown by a strong wind. He lands just as Eggs walks up.
                         
                                             EGGS
                    Have you seen Fish?
                         
          Specs shrugs `No' but Sweets brightens--
                         
                                             SWEETS
                                       (TOOTHLESS MOUTH)
                    Mushurgle, mushmoogle,
                    mushmushgurgle...
                         
          He mumbles until his teeth suddenly shoot up out of the
          manhole. He grabs them, jams them in--
                                                                 128.
                         
                         
                                             SWEETS (CONT'D)
                    Nope.
                         
          Sweets walks off. Suddenly the sound of a loud HONK! Eggs
          looks up as.
                         
                              HERBERT (O.S.)
                    Ahh, there he is.
                         
                                             FISH
                    Eggs!
                         
          Snatcher's vehicle appears. Herbert is driving and Fish is
          riding in Snatcher's old seat.
                         
          A new logo has been painted over the old silhouette of a
          rampaging boxtroll. In its place is a kinder silhouette of a
          boxtroll holding a light bulb, surrounded by a circle made of
          three arrows - it's the prototype of the international sign
          for recycling.
                         
          Eggs holds up the record - a new copy of the QUATTRO
          SABATINO'S album from the old music machine.
                         
                                             EGGS
                    Look what I found!
                         
          Fish gurgles happily as Eggs hands him the album and climbs
          aboard the vehicle.
                         
                                             HERBERT
                    Brilliant, son!
                         
          CLOSE ON: The record being put on the player on top of the
          vehicle. The record begins to play.
                         
          Fish sits back in Snatcher's old seat, Eggs holds on to the
          side.
                         
                                             EGGS
                    And now we go like this.
                         
          Fish and Eggs start rocking out, bobbing their heads to the
          music like they used to. Fish and Eggs hum to the tune.
                         
                                             HERBERT
                    Ahh. I've missed so much.
                         
          He joins them in the head-bobbing.
                         
          WIDE: As the music swells we follow the vehicle as it winds
          it's way across the market and away through the arch.
                                                                   129.
                         
                         
          As the music fades away, two familiar silhouettes pause from
          sweeping up some trash.
                         
                              MR. TROUT
                    Aww, ain't that lovely?
                         
          Trout empties his dust bin into a TRASH BARREL. A loud
          snuffle can be heard.
                         
                              MR. PICKLES
                    Yeah... all happy `n tidy.
                         
          Shoe sticks his head out of the barrel, covered in dust.
                         
                                             SHOE
                                   (GURGLES ANGRILY)
                         
                              MR. TROUT
                    Like the end of a story, if our
                    lives were a story.
                         
          Shoe climbs out of the barrel. He pulls Lord Portley-Rind's
          white hat out of the trash. It is filthy and torn. Shoe
          frowns at it, tears a frilly ribbon off the top, and tosses
          the rest back in the trash.
                         
                              MR. PICKLES (O.S.)
                    Not sure what we'd do next, though.
                         
          Shoe looks around defensively, grunts quietly, and scampers
          to the center of Market Square. We follow him into the dark
          as he jumps down an open manhole.
                         
          (2700 CRED) END CREDITS
                         
                         (2750 UNV) UNIVERSE
                         
                         
          EXT. MARKET SQUARE - DAY - CONTINUOUS
                         
          Pickles and Trout are still awkwardly standing around, not
          sure what to do next.
                         
                                MR. PICKLES
                    Hmm.
                         
                              MR. TROUT
                    Just keeping the streets clean...
                         
                              MR. PICKLES
                    Free from evil.
                         
                                MR. TROUT
                    Yep.
                                                                  130.
                         
                         
                               MR. PICKLES
                    Ya ever think about the universe,
                    Mr. Trout?
                         
          The camera pulls out gradually --
                         
                         
                              MR. PICKLES (CONT'D)
                    What if our world is just like a
                    tiny speck...
                         
                              MR. TROUT
                    A tiny little speck!
                         
                              MR. PICKLES
                    And there are giants looking down
                    on us?
                         
                              MR. TROUT
                    And every time we move...
                         
                              MR. PICKLES
                    It's actually them moving us.
                         
          -- Revealing that Market Square is a set.
                         
          Pickles and Trout stare at each other. A beat.
                         
                              MR. TROUT
                    Seems a bit tedious.
                         
          Pickles blinks.
                         
                              MR. PICKLES
                    Like that, just there, me blinking.
                    That would've taken them a day.
                         
          The camera keeps pulling out and lights and the stage table
          can be seen.
                         
                              MR. TROUT
                    Me moving my arm. Five hundred men!
                         
                              MR. PICKLES
                    I mean, none of them are going
                    home. They're having to do this
                    bit. And now this bit. And this
                    bit. I mean, this should stop.
                         
                                                        CUT TO BLACK.
                         
                               MR. TROUT (O.S.)
                    I think it throws up notions of
                    free will.
                                                          131.
                         
                         
                              MR. PICKLES (O.S.)
                    It's too much. And then they'd have
                    had to've done me talking about the
                    blink. And it never ends. I think
                    they make a meal of it, to be
                    honest. I don't know how they get
                    the time. They've got to have other
                    jobs. It's more like a hobby.
                    Y'know, like stamp collecting,
                    something you do in your free time.
                         
                         THE END