A QUIET PLACE



                          Screenplay by

              Bryan Woods, Scott Beck & John Krasinski


                            Story by

                     Bryan Woods & Scott Beck





    BLACK

    We hear, very clearly, the sound of light wind.


1   EXT. TOWN - MAIN ST. - LATE AFTERNOON                        1

    We come up on... a streetlight. There is no illumination...
    and no movement. We hold on it for a long moment when
    suddenly... The streetlight bobs... and then begins to sway.
    We slowly begin to rise up on the streetlight to reveal... a
    small bird has landed on it. We continue to rise to reveal,
    behind the bird...

    Wind blows through the   gargantuan evergreens that seem to
    engulf the narrow main   street of a small town in upstate New
    York. Shop windows and   cars on either side covered in dust,
    the place seems frozen   in time. There is no movement.

    In the very middle of the road one can see... sand. A bizarre
    incongruity, a long pathway about a shovels width runs the
    full length of the street with offshoots into open doorways
    of some of the shops.

    We hold for a long moment:


2   INT. GENERAL STORE - FRONT - LATE AFTERNOON                  2

    Slowly pushing through the doorway of a large general store,
    also covered in dust. To the left, a cash register with small
    shelves of nearly empty candy boxes below. To the right, a
    towering shelf full of bags of potato chips, nacho chips and
    pretzels... None are missing.


3   INT. GENERAL STORE AISLES - LATE AFTERNOON                   3

    WE MOVE SLOWLY across the floor, down the middle of a general
    store. Amid the towering shelves of goods on either side, one
    may recognize a barely perceptible pattern of which shelves
    are bare and which are not. There is no movement. No sound.

    Suddenly... TINY FEET JUMP INTO OUR MOVING FRAME! Then, as
    fast as they appeared... They're gone.

    WE NOW MOVE UP the side of the store, looking down one
    aisle... and the next. As we arrive at the next aisle we
    catch a glimpse of... A SMALL DARK FIGURE!!! And then its
    gone.

    WE CONTINUE along the side of the store until we arrive at
    the last aisle. At the far end of the store we see...
                                                                2.


    a counter. With a window.     And shelves.   Suddenly... A WOMAN
    APPEARS IN THE WINDOW!

    WE GO CLOSE ON THE WOMAN as she scans the shelves, slowly
    lowering herself to the ground until behind her we see... an
    8 year old boy sitting slumped against the wall... HE IS
    BAREFOOT. On closer inspection we see sweat on the boy's
    brow, his skin pale from fever. The woman's knee touches down
    on the ground next to the boy as... she sees what she's been
    looking for. She reaches out her hand.

    WE GO CLOSE ON HER HAND as it reaches toward a shelf... of
    orange prescription drug bottles. Her hand suddenly begins to
    shift certain bottles ever so slightly... AT A BIZARRELY SLOW
    PACE... she does not make a sound. As she does this, we get
    our first glimpse... of names. Names of drugs. Names... of
    people.

    HER HAND finally arrives at the very back of the shelf as she
    gently twists a bottle that reads... AMOXICILLIN.

    ON THE MOTHER... as she inhales slowly? And then, as if
    doing surgery, she slowly closes her hand around the bottle
    and GENTLY begins to move it through the shelf toward her.
    Her hand, once again moves incredibly slowly, her now wider
    closed hand shifts even more bottles as it passes. JUST as
    she gets to the end of the shelf a bottle shifts... with a
    RATTLE of pills. This is the first, deliberate sound we've
    heard. The mother... FREEZES!!!!

    WE RACK FOCUS to the boy on the ground, who now looks up...
    with panic. The mother's eyes look all around the room...
    The way one does when they are waiting for something...
    LISTENING for something. After a long moment... she pulls
    the bottle in her hand the final few inches... and off the
    shelf.

    The mother draws a huge breath of relief. As she stands up,
    we reveal, just over the counter... TWO EYES LOOKING UP AT
    HER!!!


4   INT. AISLE - LATE AFTERNOON                                      4

    A 10 year old girl stands on her toes, barely able to see
    over the wooden counter to... her mother. She smiles at her
    mother... and gives her a thumbs up. With that... she's off.

    WE FOLLOW HER as she runs lightly through the store... she is
    also barefoot.

    The GIRL turns down an aisle to reveal... a small boy sitting
    on the floor... He too is barefoot.
                                                                3.


    As the girl approaches we see, in the thick dust on the floor
    he has drawn... a rocket ship. She sits with him.

    He silently puts his hand to his chest, palm to the side...
    crosses his first two fingers of his other hand with
    deliberate focus... and then slowly puts his two hands
    together. He then looks up at her... and quickly shoots his
    crossed fingers into the air... like a rocket. She beams
    with pride for a moment and then... Signs back to him.

                        DAUGHTER (SIGNING)
              Very good job!

                        BOY (SIGNING AS BEST WE CAN)
              ....That's how... we get away.

    The girl's smile falls ever so slightly. Then the boy
    suddenly... TAPS her on the shoulder and scurries away...
    She's "it".

    As the girl slowly gets up to follow him, we see for the
    first time... A HEARING AID...

    The boy disappears around a corner...


5   INT. NEXT AISLE - LATE AFTERNOON                                 5

    The girl comes around the tall shelf into the next aisle when
    suddenly... her eyes go wide!!! What she sees is the boy
    standing on a small box, STRETCHING to reach a toy on a high
    shelf. She walks quickly to him when suddenly... the toy
    FALLS.

    The girl instinctively SLIDES to the ground and catches the
    toy JUST as it's about to hit the ground! On her face we can
    see she is TERRIFIED! She closes her eyes, taking a breath
    with relief. When she opens them, in the foreground, we see
    the toy she is holding... a small TOY SPACE SHUTTLE. Then in
    the distance past the toy we see... a FIGURE.

    She sits up to see a man standing outside the door of the
    general store, holding a large box with what looks like a
    quilt hanging out of it. A look of fear on his face...
    softens, as he mimes wiping his brow with relief. She smiles,
    puts the toy back on a shelf and runs to him.


6   INT. GENERAL STORE - FRONT - LATE AFTERNOON                      6

    The father gently puts the box on the ground and pulls back
    the pieces of thick quilt to reveal that all the contents are
    actually wrapped in it.
                                                            4.


He then reaches for a LARGE HIKING BACK PACK, and begins
transferring the contents of the box into the bag. As he
does, we see... cans of food, a variety of prescription
pills, bandages and wrapped syringes.

The girl arrives at his side and excitedly starts rummaging
through the box as well. As she does, we see... thick
paintbrushes, bottles of glue, bottles of lighter fluid and a
stack of old newspapers. Then... her face lights up. From
the box, she pulls out a SALVAGED SECURITY CAMERA with wires
exposed. The girl gives it a brief once over and then
removes... two exposed CIRCUIT BOARDS, very obviously only
recently removed from whatever appliance they belonged to.
The girl scans the boards with a voracity, pointing out to
the father particular areas of interest. Her father can't
help but smile.

Suddenly, the box of Amoxicillin comes into frame and is
placed on top... along with two boxes of sugar. The father
looks up at his wife. After a beat... she signs:

                    MOTHER (SIGNING)
          For my tea.

He just keeps looking at her.

                    MOTHER (SIGNING) (CONT'D)
          Fine. I have a sweet tooth.

The father smiles and is about to close the bag when... a
candy bar is placed on top.

                    DAUGHTER (SIGNING)
          Me too!

The father looks up at her with fake incredulity. Suddenly
the sick son in his mother's arms weakly signs:

                    OLDER SON (SIGNING)
          Me too.

The whole family laughs silently as the daughter GENTLY takes
another candy bar from a box below the cash register... We
can now see why the boxes are almost empty.

The father looks back to his arriving four year old son,
expecting the same, but from behind his back the young boy
reveals... the toy space shuttle.

With a sweet empathy the father reaches for the toy... and
shakes his head no. He turns the toy over and silently
explains it has batteries... this toy can make noise.
                                                                5.


    The little boy watches, confused... hurt, as his father
    gently places the space shuttle on the counter. And then
    gently grabs a big lollipop and puts it in the bag for the
    boy.

    The mother hands their sick son to the father who picks him
    up and walks out. The mother kisses her 4 year old on the
    head, shuffles the hiking bag onto her back and walks out
    too.

    The daughter looks at the boy as tears begin to fill his
    eyes. She smiles and signs:

                         DAUGHTER (SIGNING)
              It's ok.

    The boy shakes his head no.

    After a moment... the girl looks back to see if her parents
    are there. She then reaches up and takes the shuttle down
    from the counter. With wide eyes her little brother watches
    as she surgically removes the batteries... and places the
    shuttle in the hood of her brother's sweatshirt. Covering it
    from view, she holds a finger up to her lips in the
    obligatory big sister way of telling him not to get her in
    trouble... He beams!

    She then stands up and places the batteries back on the
    counter, smiles at her brother and gestures "let's go".


7   EXT. MAIN STREET - LATE AFTERNOON                                7

    The daughter exits the General Store and follows her mother
    and father, who are walking down the street only stepping on
    the sand path. Their steps are almost silent.

    After a moment... her four year old brother follows behind
    her. We watch everyone walk in total silence.

    Then...


8   INT. GENERAL STORE - LATE AFTERNOON                              8

    We slowly push in to the counter of the store and then
    realize... THE BATTERIES ARE GONE!


9   EXT. ROAD - LATE AFTERNOON                                       9

    A long road slices its way through a heavily wooded area,
    which further blocks the already fading sun.
                                                                 6.


     In WIDE PROFILE we see the family walking in a line,
     continuing only on a sand path. The father is in front
     carrying their sick son, then the mother with the backpack,
     then their blonde daughter... and trailing a bit behind
     rumbles their robust 4 year old.


10   EXT. BRIDGE - LATE AFTERNOON                                 10

     From the ground we look up at an old and rusted bridge
     towering over us eerily... the sand path continues across it.

     WE TRACK WITH THE FAMILY as they walk across the bridge...
     There are minor creaks underneath the sand.

     Suddenly we see... the four year old stops just before the
     entrance of bridge. The family continues... not seeing him.

     WE FOLLOW THE BOY'S HANDS as he fishes around in his hood and
     pulls out... THE TOY SHUTTLE.

     HEAD ON, we walk with the father, each member of his proud
     brood can be seen walking behind him. We can hear his
     strained breath... and the tiniest swish of the footsteps in
     sand.

     HEAD ON, walking with the daughter... we now suddenly hear
     nothing. As she looks to be in her own world... So we are in
     hers. A smile breaks on her face as she walks and breathes in
     total silence. We walk with her for a long moment, when
     suddenly behind her...

     A FLICKERING RED AND BLUE LIGHT.

     The girl does not turn. She just keeps walking. Still
     smiling. As she looks up to her mother, we go into:

     SLOW MOTION

     - FROM THE GIRLS'S POV, we see her mother and father spin
     around with a frantic shock on their faces.

     - BACK ON THE GIRL. She looks confused at her parents
     behavior... LIGHTS AGAIN FLASH EERILY BEHIND HER.

     - ON THE FATHER rushing to put the boy on the ground and
     turning to run.

     - ON THE MOTHER, spinning around with terror in her eyes...
     she looks to be holding in a SCREAM.

     - BACK ON THE GIRL slowly beginning to turn around at what
     her parents could be looking at as we:
                                                            7.


SPEED BACK UP TO NORMAL

A loud playful beeping rushes in... from the blinking
shuttle.

Then, from the woods we hear... THE MOST UNMISTAKEABLE
HORRIFYING.... SCREEEEEEEECH!!!

- ON THE MOTHER as she slowly lowers the backpack to the
ground... and her legs begin to fail her.

- ON THE FATHER running, violently shaking his head... It
looks like he's HOLDING IN A SCREAM.

- THE TREES BEHIND THEM... RUSTLE AND SNAP as something
barrels through.

- ON THE BOY... holding up his space ship proudly to his
incoming father... an enormous smile on his face.

- ON THE FATHER... 20 feet away... his face is a still frame
of pure fear as he runs to camera. Then:

THE MOST IMMEDIATE AND TERRIFYING COMBINATION OF SOUND ONE
COULD EVER IMAGINE.

... A SHRIEK?... A SCREAM?   ... A CRUNCH?   Then...

ON THE FATHER as... a thin line of blood splatters on his
face.

- Mid run, the father's body immediately goes limp... failing
him as he comes to a halt just in front of camera.

- Then, as quickly as it came... THE SOUND IS GONE.

- IN WIDE PROFILE, The father stands lifeless... The two
children stand frozen with fear... the MOTHER drops to her
knees and... a space shuttle blinks silently in the sand.

The four year old... IS GONE.

Once again... only the wind can be heard.




BLACK.
                 8.




SILENCE.




FADE IN: TITLE




A QUIET PLACE
                                                                 9.


     Still in BLACK... A new sound... Almost like that of the
     ocean.


11   EXT. BEACH - LATE AFTERNOON                                  11

     The new sound continues. In the last of the day's sunlight:

     WE TRACK, LOOKING STRAIGHT DOWN, on... what appears to be an
     empty beach. The pink lit sand, now combined with a sound
     like the ocean, feels serene, almost otherworldly.

     Slowly coming into frame, we see the face of... the daughter.
     This is REGAN ABBOTT. Her hair is much longer. She is now
     TWO YEARS OLDER, 12. She just looks... different.

     REGAN lays in the sand with eyes closed... but she is not
     asleep.

     With her brow furrowed and her closed eyes darting back and
     forth she looks oddly pained... almost as if she is wishing
     herself to another place.

     There is movement in her hands as her fingers caress an
     object.

     Her eyes suddenly POP OPEN as she sits up violently CLOSE UP
     INTO OUR FRAME! She looks around with eyes wet and red,
     attempting to regain her bearings.

     WE SLOWLY MOVE AROUND her to see what she sees and are met
     with... a jarringly incongruous landscape! Instead of a
     glistening ocean, there in front of REGAN stand the tall
     swaying stalks of... A CORNFIELD.

     As REGAN looks to her lap WE SLOWLY TRAVEL DOWN to reveal...
     she is holding THE TOY SHUTTLE. As she maneuvers it through
     her fingers we see the shuttle is damaged... there are 2
     large gouges in the fuselage.

     Suddenly... Something startles her as she snaps her head to
     the side!

     WE GO CLOSE on her hand driving the TOY SHUTTLE into the
     sand, not wanting it to be seen. Now ONLY THE SHUTTLE'S TAIL
     is exposed in the foreground as we see a figure walking
     toward REGAN.

     Coming into focus is... her mother. This is EVELYN ABBOTT.
     EVELYN too has changed. Hair longer... frame lower. She
     carries a basket of vegetables. She is bare foot.

     EVELYN stops and looks down at her daughter giving her a
     comforting smile. REGAN can't seem to return the same.
                                                                10.


     EVELYN gently gestures with her head. REGAN nods... and
     EVELYN walks on. After a moment... REGAN places the TOY
     SHUTTLE into the large pocket in her dress and follows her
     mother. As she goes:

     WE PAN TO FOLLOW REGAN as she joins her mother and then
     SLOWLY RISE to reveal that the two women are walking along...
     A LONG AND WIDE SAND PATH IN THE MIDDLE OF A FARM! In the
     distance we can see they are heading to... A WEATHERED RED
     BARN.

     WE END OUR RISE just as we reveal in the foreground...
     Christmas lights? Like parallel telephone wires, 2 cables of
     large bulbs, one with red and one with white. They dance
     playfully in the wind.


12   INT. TRUCK - LATE AFTERNOON                                  12

     CLOSE UP PROFILE of a steering wheel in the foreground. A
     weathered CHEVY emblem reflects the fire orange sky in the
     background.

     HANDS come into frame and gently grip the steering wheel.
     The right hand then slowly moves to the ignition block... and
     turns. There is no sound. After a moment, the hand turns
     again...again without sound. The hand turns a third time...
     this time, the hand begins to bob ever so slightly... as if
     the old car has started up. As the hand retracts:

     WE PULL BACK to reveal... The little brother. This is MARCUS
     ABBOTT, now 10. Moving ever so slightly, MARCUS is obviously
     pretending to drive... though his impassive face betrays the
     idea that he is having any fun. MARCUS seems to have aged
     much more than the mere 2 years. His vacant eyes tell us a
     large toll has been taken on him, though perhaps not as
     easily recognizable on the exterior.


13   EXT. TRUCK - LATE AFTERNOON                                  13

     WE MOVE SLOWLY IN POV along another large sand path with high
     grass on either side when suddenly it opens up into a large
     clearing and we see... a tractor?... Shells of untouched farm
     equipment litter the open area.

     WE SLOWLY MOVE LEFT, making our way through, what is now
     nothing more than an eery farming vehicle graveyard.
     Suddenly... A DARK FIGURE ENTERS THE FRAME.
                                                                11.


14   INT. TRUCK - LATE AFTERNOON                                  14

     MARCUS's hands move silently along the steering wheel as he
     stares out the windshield. His body moves ever so slightly,
     his face... relaxes... the hint of a smile. For a moment we
     could almost believe he is driving. His eyes routinely check
     the side mirror, then the rearview mirror... then stop. His
     hands... and face fall.

     THROUGH THE REAR VIEW MIRROR, we see a figure standing behind
     the truck amidst the sea of farm equipment. Behind the figure
     we see... A TOWERING SILO.


15   EXT. TRUCK - LATE AFTERNOON                                  15

     OVER THE DARK FIGURE onto the truck as we see MARCUS expertly
     slip out of the cab window of a VINTAGE CHEVY PICKUP that
     sits at the edge of a DESCENDING DRIVEWAY connecting to the
     road that heads back toward the BARN. He lands in the sand
     without a sound and begins to walk, head held low, toward the
     dark figure... who reaches his hand out and briefly touches
     Marcus' shoulder. Marcus walks straight past.

     As MARCUS exits we BOOM UP the dark figure as it turns,
     revealing... LEON ABBOTT (LEE), 38. LEE too has changed,
     though much more obviously. He has lost weight on his strong
     farmer frame, he wears a beard and his sunken eyes indicate
     that he hasn't slept well... in a long time.

     WE PULL BACK WIDE to reveal the sea of farm equipment sits in
     front of a long, dilapidated, work shed roof... a makeshift
     repair shop. The word `REPAIR' is written in flaking white
     paint that clings to the wood above.


16   EXT. BARN - SUNSET                                           16

     The line of Christmas lights dance in the foreground.

     WE TILT DOWN to see that the lights run right in between...
     two towering doors of a weathered red BARN. The doors have
     been left open by a gap of just over 2 feet. The edges of
     the doors... are wrapped in foam...

     Suddenly MARCUS walks into frame... and enters the barn.


17   INT. BARN - SUNSET                                           17

     WE TILT DOWN from the lines of unilluminated Christmas lights
     running below the high reaching ceiling and...
                                                               12.


     ONTO MARCUS' BACK as he walks through two heavy quilts at the
     entry of the barn hanging from the ceiling. Through the
     quilts, a dirt floor guides us through this... barn? The
     surroundings are too difficult to fully comprehend at first
     glance.

     To the left are several large horse stalls. WE QUICKLY PAN
     INSIDE to see they are now... bedrooms. Mattresses,
     perfectly made up, lie on the floor next to lamps and small
     stacks of books. Clothes on hangers dangle between each of
     the bars providing not only storage, but limited privacy.

     To the right is a large pen with railings. Once a holding
     area for cows awaiting milking, it is now... a living room.
     Hay bales draped in blankets and old wooden chairs surround
     an overturned pig trough, now serving as a coffee table
     covered in books and dripping candles.

     As MARCUS continues we notice the walls. Every inch is
     meticulously covered in a bizarre but elegant cornucopia
     of... trash. Foam, cardboard, and old newspapers are glued to
     the wall in thick layers.

     If one were able to look past the obvious first assumption of
     a hovel or domicile of hoarders, they would see almost... a
     deliberate beauty in the decor... A warmth. This is a well
     maintained and loving... home.

     WE FOLLOW ON MARCUS' BACK as he suddenly comes to... A
     MATTRESS LAYING ON THE GROUND? MARCUS bends down and after a
     brief struggle pushes the mattress to one side to reveal... A
     large hole...

     WE FOLLOW JUST BEHIND MARCUS... as he descends down the
     ground...


18   INT. BARN - SAFE ROOM - SUNSET                              18

     WE NOW SEE MARCUS has descended a makeshift stairwell into...
     A small excavated room illuminated by work lights. Lodged up
     against the walls and across the ceiling are wooden beams.
     In between each beam are varying stages of an elaborate
     process of insulation and sound proofing that consists of a
     thick layer of newspaper as a base and then blankets and
     pillows squeezed in on top. There is a hay bale up against
     one wall and a mattress leaned up against another.

     In the middle of the room, MARCUS walks past... EVELYN, who
     is bent over behind an odd wooden box. Suddenly she stands
     up, holding a beautiful and delicate... baby mobile.

     As she turns and reaches the mobile high in the air to a beam
     above her we get a clear shot... of her protruding belly.
                                                          13.


Even a layman guess would put her over 8 months. EVELYN
gently taps the mobile as we:

ARE NOW CLOSE ON the small ducks and clouds moving through
the air, EVELYN below looking up... with a smile.

MARCUS sits down next to REGAN who is on the floor next to a
stack of old newspapers and bottles of glue.

She removes a large sheet of newspaper from a plastic tray of
glue, lets it drip... and then applies it to the wall with a
thick paintbrush. As she moves the paintbrush vertically down
the dripping white, a piece of an image can be seen... It is
a bra ad. REGAN slowly looks over to MARCUS... who stares at
it.

BACK ON EVELYN as she removes the top of the odd wooden box.
WE FOLLOW her hands in to reveal... a heavily quilted inside
with adorable baby blankets, a small teddy bear... and a
clear plastic air mask??

EVELYN's fingers fumble with something in the corner until
she finally threads through... a thin plastic tube... and
connects it to the air mask. It looks similar to an
emergency breathing apparatus one might see in an ambulance
or hospital... because it is.

BACK ON MARCUS, as he now removes a large piece of dripping
newspaper out of the tray and places it on the wall. Like his
sister, he swipes his thick paintbrush vertically down the
dripping white, this time partially revealing a front page
headline. It reads...

`AGE OF MASS'
MARCUS looks at it inquisitively... and then swipes the
paintbrush horizontally across the whole headline.

It reads:

`IMAGE OF MASSACRED MILITARY SHOCKS THE WORLD'
MARCUS freezes... then looks below to see the top of a grainy
newspaper photograph. All we can make out is... a twisted
human arm. His hand slowly begins to shake as he raises the
paintbrush to reveal the rest of the image... when suddenly:

A PILLOW FLIES INTO FRAME!!!!!!

MARCUS JUMPS!!!!!... Only to see his mom holding a pillow
over the newspaper with a knowing look. After a beat, she
hands MARCUS a long piece of tape to secure the pillow to the
wall.
                                                               14.


19   EXT. REPAIR YARD SILO - ROOF - SUNSET TO DUSK                19

     ON THE BACK OF... LEE, perched on what looks like the top of
     the world.

     From this great height we get our first WIDE SHOT of the
     large farm that we now see sits in a clearing on a ridge...
     surrounded by the tangled forest of the APPALACHIAN
     MOUNTAINS.

     A puff of smoke rises from LEE's silhouette as he suddenly
     raises a hand into frame... and checks his watch. A moment
     later... As if on cue...

     A line of CHRISTMAS LIGHTS flicker to life above the wide
     sand path REGAN was laying on.

     Another line of white Christmas lights flicker on... this
     time revealing a path that connects the weathered red BARN...
     to an old white FARMHOUSE. Then another line of lights...
     and another! Like the image of a city power grid coming back
     to life, we see a labyrinth of countless sand paths,
     meticulously laid out, illuminate all over the farm in a
     beautiful expanse.

     NOW IN PROFILE, LEE stares down... seemingly at nothing. The
     unfiltered cigarette burns to his fingers, causing LEE to
     snap out of his stupor. He looks around at the horizon, it is
     officially sundown. He reaches for a plastic bottle of...
     Lighter fluid... and sprays all its contents into a shallow
     metal drum in front of him.

     Another cigarette appears from below frame. He puts it in his
     mouth and then reaches his hands... into his jacket. His
     right arm jiggles slightly. There is no sound. His arm
     jiggles again. Then from his jacket, LEE pulls... a FULLY LIT
     LIGHTER, that he protects from the wind. He lights his
     cigarette and then leans his hands to the metal drum... A
     HUGE FLAME ERUPTS.

     In the glowing orange we see LEE take a long drag of his
     cigarette. His face has no affect. After several moments the
     flame begins to weaken and slowly fade.

     Suddenly, far FAR off in the distance on the ridge... ANOTHER
     FLAME ILLUMINATES. LEE doesn't even look up. Then, miles
     past the first... ANOTHER FLAME!... THEN ANOTHER! Until we
     can see behind LEE 5 glowing fires scattered far off across
     the ridge.

     ON LEE as he glances over and registers... then back to
     staring front as we:
                                                             15.


     MOVE AROUND BEHIND him to see where his gaze is focused.
     Then... we see it. There, in his left hand LEE holds... A 5X6
     nursery school photo of a 4 year old boy.

     LEE takes a last drag of his cigarette... and then places the
     photo in a small box at his feet.

     WE ARE TIGHT ON THE BOX as LEE stands and walks toward two
     curved bars on the side of the SILO. He turns around... and
     begins to descend A LADDER.

     WE HOLD ON THE SMALL BOX... then just as LEE's head
     disappears... WE SLOWLY BEGIN TO RISE.

     Now looking at the opposite side of the ridge than we did in
     the beginning, the rising moon's light now spills across the
     vista of rock and trees and onto an enormous and bizarrely
     out of place.... CRATER!

     WE HOLD ON THE CRATER FOR A LONG MOMENT... Then:


20   INT. BARN - LIVING ROOM - NIGHT                              20

     WE ARE CLOSE on a small mound of dirt. Suddenly two hands
     covered in winter gloves enter frame and begin to dig down
     about 3 inches to reveal... a plank of wood.

     WIDER NOW, we see EVELYN on her hands and knees just behind
     the living room set up in an open, very make-shift kitchen.
     One wall of shelves cluttered with stacks of paper plates,
     bowls and cups. Another wall is a workbench acting as a
     counter top and a mid 70's refrigerator.

     EVELYN extracts from the dirt a long wooden box. Beneath
     it... red hot rocks let off a combination of steam and smoke.

     EVELYN brings the box to the counter top and carefully lifts
     the lid to reveal... a perfectly cooked fish with lemon and
     rosemary and garlic scattered all around.


21   INT. BARN - BEDROOMS - NIGHT                                 21

     WE TRACK with REGAN as she walks down the row of horse stall
     bedrooms.

     REGAN arrives at the threshold of LEE and EVELYN's bedroom.
     LEE is faced away from her, washing his face in a long trough
     like sink that runs the length of the room. Suddenly,
     through the mirror leaning on the wall, LEE sees her... But
     does not turn.
                                                              16.


     Through the mirror, the two of them looking silently at each
     other for a moment too long... it is heartbreaking.

     REGAN pathetically gestures "eating". As LEE nods, trying to
     muster a polite smile we can see very clearly... something is
     broken.

     LEE wipes his face with a towel and then turns to face... an
     empty doorway.


22   INT. BARN - TABLE - NIGHT                                  22

     The family sits down together for dinner... around an old
     workbench. Their heads bowed in prayer, after a moment
     EVELYN lifts her head and they begin to eat. There are no
     plates. The food sits on various children's plastic
     placemats. There are no utensils... The family uses only
     bread to collect food. We slowly pull back on this silent...
     but comfortingly familiar scene.


23   INT. BARN - LIVING ROOM - NIGHT                            23

     REGAN and MARCUS lie on the floor playing... Monopoly.

     By the dim light of an oil lantern... we can see the game's
     board is the same, but the pieces are small colored bobbles
     of wool, the kind you would find on a children's Christmas
     sweater. The houses and hotels are empty sugar packets, blue
     and pink. And the money?... Small pieces of green, red, blue
     and orange fabric rectangles... all equally sized.

     MARCUS is five spaces away from his sister's hotel on
     Boardwalk. He takes a sip of water and places the cup on top
     of a tall crate being used as a makeshift side table. MARCUS
     looks at his sister, who can't hide her smile. He mimes a
     prayer before rolling the dice on the dirt floor, where it
     makes no noise............... 5!

     MARCUS slowly looks up to REGAN, knowing his fate. REGAN
     smiles pointedly and then reaches for MARCUS' money. As
     MARCUS thrusts his arm back to protect his bank, his elbow...
     hits the oil lantern!!

     A BOOMING CRASH!!!! As the oil lantern hits the ground and
     shatters. THE SOUND FEELS HUGE!.. AS IT IS THE FIRST BIG
     SOUND WE'VE HEARD! FIRE ERUPTS ON THE FLOOR!!! The children
     stare frozen in horror!

     LEE immediately jumps up from the table and instinctively
     grabs a quilt and throws it on the fire. With a few silent
     pats... the fire is gone.
                                                       16A.


SILENCE.

EVERYONE FREEZES!!!!... NO ONE IS BREATHING!!!

REGAN shoots MARCUS a look... of concern. MARCUS shoots LEE a
look... of terror. LEE shoots a look... to the roof.
                                                              17.


      ON LEE as he stands up INTO frame. He has almost physically
      transformed from a man... into protection incarnate. He
      slowly raises a stiff finger to his lips, his body so
      tense... it looks painful. This is the unwanted version of
      himself that lies just millimeters under his skin... 24 hours
      a day.

      After a long moment... nothing... It would have happened by
      now...

      LEE finally nods that everything is OK. MARCUS stares at
      REGAN with a painfully apologetic face as she leans in and
      touches his hand.

      BANG!!!
      The whole family startles in silence!!!

      ... Something has hit the roof.

      EVERYONE IS FROZEN... LOOKING AT THE CEILING.

      Seconds later a high pitched SHRIEEEEEEK of CLAWS sliding
      down the aluminum roof. The family follows the sound exactly
      with their eyes. Then silence.

      LEE crouches down and walks to a small window where the sound
      stopped above. MARCUS wildly shakes his head "no", evidence
      of his traumatic anxiety resurfacing. REGAN slowly stands,
      looking on with wide eyes.

      LEE arrives at the window, crouched. From his low vantage
      point we can see the lip of the gutter... and the eerily
      swaying Christmas lights.

      LEE begins to stand up slowly, his face now virtually pressed
      against the glass.

      Suddenly, A WHIR OF SCREECHING AND GROWLING!!! A LARGE SHAPE
      FALLS PAST THE WINDOW!!!!

      ... As two raccoons hit the ground, fighting... then scamper
      off into the dark.

      LEE somehow exhales slowly and calmly... a trick that, no
      doubt, took much practice... and walks away from the window.


23A   EXT. CORNFIELD                                              23A

      The two raccoons round the corner onto a moonlit path heading
      toward camera.. Just as they come into CLOSE UP...
                                                             18.


     A GIANT BLACK CLAW CRUSHES DOWN ONTO THE FIRST RACCOONS
     HEAD... and then rips it out of frame. We hold on the second
     raccoon running off with a soft but piercing scream.


24   EXT. FARM - NIGHT                                         24

     It is night. From high above, we look down to the sand path
     between the RED BARN and the WHITE FARMHOUSE. In the
     foreground we see the shadow of a telephone pole. Sitting on
     the wire in silhouette... are BIRDS.


25   EXT. SAND PATH - NIGHT                                    25

     FROM THE GROUND, we see the FARMHOUSE in the distance... but
     something is different. The color seems wrong... the angle is
     odd. The foreground is over exposed and tiny dots fly in and
     out of the frame.

     Suddenly... A GIANT FOOT STEPS INTO FRAME!!!!

     ... AND THEN ANOTHER... as we watch two bare feet... then the
     hem of a dress... and then the silhouette of... EVELYN walk
     silently toward the house.


26   INT. FARMHOUSE - BASEMENT - NIGHT                         26

     WE SLOWLY PULL BACK from THAT SAME SHOT of the FARMHOUSE and
     reveal... a plastic frame... A red light... buttons. We
     realize this image is being viewed... on a small monitor.
     CCTV FOOTAGE... from A SECURITY CAMERA.

     WE CONTINUE TO PULL BACK SLOWLY as ... Another monitor comes
     into frame... with another stacked on top of it... then one
     next to it... and another... until we reveal, like something
     out of a Dr. Seuss book, a wall of 20 TV's, all shapes and
     brands sit on top of a large workbench covered with open
     notebooks and sliced up newspapers. On each screen we see
     elements of trees... sand paths... the barn... the silo.
     This is a DIY version of a security console that overlooks
     the entire farm... and it has taken a long time to put
     together.

     WE BEGIN TO TRACK past the empty security console and onto a
     cinder block wall... covered in notes and newspaper
     clippings. Then...

     ... WE BARELY HEAR A TINY, ALMOST FAMILIAR, SOUND.

     ... THEN A HANDFUL OF SMALL BEEPING SOUNDS.
                                                              19.


Suddenly a portion of one visible newspaper clipping shows a
close up and much more detailed image of... the enormous
crater. The headline reads:

`NUMBER OF CONFIRMED GLOBAL LANDING SITES GROWS TO 128'

A post-it note sticks to the clipping that reads:

LANDED 10-18-2018

WE PASS BY more clippings, catching glimpses of dramatic
headlines and surreal images:

`PRESIDENT CALLS FOR EMERGENCY EVAC IN ALL MAJOR CITIES'

`CHURCHES, MOSQUES, TEMPLES FLOODED WITH PEOPLE'

WE PASS BY a grainy newspaper photo of a military stand
off... With ONE creature. The headline reads:

`MILITARY EXPERTS AGREE: "INDESTRUCTIBLE"

...AGAIN WE HEAR THAT FAMILIAR SOUND as it gets louder.

WE CONTINUE TO TRAVEL as... A MAP enters frame. Like one you
would get at a gas station, it is covered in illustrated
forests and rivers... it is a map of THE STATE OF NEW YORK.
The portion above Manhattan... is covered in hand drawn red
circles and pins, each accompanied with a date and names...
of the dead.

WE MOVE FURTHER ALONG to reveal... low quality stills of
security footage barely showing... THE CREATURE. Each still
is drawn on and analyzed. Then... a large white board
covered in writing comes into frame, leaning against the
wall. Amidst the scratches of written and rewritten thoughts,
we can make out two lists labeled, `QUESTIONS' and
`CONFIRMED'

In the `QUESTIONS' column are listed; "NO DEMANDS?", "NO SIGN
OF ORGANIZATION", "BLIND?" "HOW MANY?"... "SOUND... WHY NOT
ATTACK ALL SOUND?"

In the `CONFIRMED' column are phrases like; "4-6 CONFIRMED IN
PACK"..., "DO NOT ATTACK SMALL SOUNDS". Then we see the phrase
"DO NOT EAT KILL".

WE MOVE TO the very bottom of the white board where we see
the word... "WEAPON???"...

Listed below words are crossed out... "EXPLOSIVES"...
"FIRE"... "CHEMICAL"...
                                                             20.


     AGAIN WE HEAR THAT FAMILIAR SOUND... NOW LOUDER.

     ... THEN AGAIN THE HANDFUL OF SMALL BEEPING SOUNDS.

     WE MOVE OFF OF THE white board and scan past ANATOMICAL
     DRAWINGS of A SHARK SENSING PREY USING MAGNETIC FIELDS,
     DOLPHINS NAVIGATING THROUGH MINE FIELDS, THE ELECTROMAGNETIC
     SPECTRUM and finally images of... THE INNER EAR...

     WE NOW MOVE THROUGH meticulously organized shelves covered in
     tools... and wires... and various pieces of salvaged
     electronic equipment and finally onto...

     LEE'S BACK. He is hunched over the workbench working
     intensely on something... he is wearing large black
     headphones. We see him reach out of frame as we:

     WE PUSH PAST an old microphone that is connected to... AN OLD
     TRANSATLANTIC HAM RADIO. In the glowing light from the box we
     see all kinds of knobs and needles. Below a switch labeled
     with two stickers that say "RADIO" and "SPEAKER", LEE'S hand
     comes into frame and turns a large knob revealing... THE
     SOURCE OF OUR FAMILIAR SOUND...

     LEE IS SEARCHING FOR A SIGNAL. ANY SIGN. ANY SIGN... OF LIFE.

     Suddenly... he presses down on a button on the microphone...

     ... THE HANDFUL OF SMALL BEEPING SOUNDS... IS MORSE CODE.

     ... THERE IS NO RESPONSE.

     WE follow LEE's hand off of the button and onto... a small
     soldering iron. As he picks it up:

     WE GO TO LEE at his workspace. With magnifying glasses in
     front of his eyes, he works with surgery like precision... on
     a small contraption. A small string of smoke rises from his
     work.


27   INT. FARMHOUSE - BASEMENT - STEPS - NIGHT                    27

     WE ARE OVER the warmly, lit from above, stairwell with LEE at
     his work station in the background as...

     Delicate bare feet touch down softly, and deliberately on the
     steps... Like a child knowing where to step so they don't
     wake their parents.

     WE BOOM UP to reveal... EVELYN as she stares at her husband,
     who hasn't heard her, worried?... Admiring?... Lost?
                                                        21.


A flicker of a memory echoes through her face as she smiles
and then walks to him... EVELYN IS WEARING EAR BUDS.

ON LEE as a hand touches down gently on his shoulder... he
doesn't flinch at all. There is immediate recognition
there... Safety. The hands then reach down... and remove
Lee's headphones. The sound of the searching radio in the
headphones is nearly inaudible.

LEE sits back and holds up... A HEARING AID. It looks like a
somewhat common hearing aid... but with handcrafted
modifications...upgrades. There is a wire extension that
extends from the top... almost like an adapter or plug.

The hands gently grab LEE's face and turn it. LEE looks up
at EVELYN who he now sees... is wearing lipstick, has pulled
her hair back... and has changed into a beautiful dress.
This... is DATE NIGHT. LEE smiles as EVELYN takes a step
back and with the gentlest of movements, she sweetly beckons
him to her.

LEE looks back at his work for just a moment, his face once
again... focused. Then he lays the hearing aid down on the
table... and stands up.

WE HOLD ON THE HEARING AID and then SLOWLY PULL BACK to
reveal... a pile of more hearing aids, each with a variety of
different modifications, scattered all around his work bench.
This is something he has been working on for a long while.

WE TILT UP from the workbench to see... LEE arrive at his
wife's side as she puts her hand up on his neck and smiles up
at him warmly, as if there is no where else to be... nothing
to make her happier.

FACE TO FACE NOW, LEE finally allows a smile, looking down at
his time tested partner.

EVELYN's eyes close as she places her forehead to his and the
two begin to gently sway... in total silence.

Suddenly... EVELYN takes LEE's hands from around her back...
and places them on her protruding belly. After a moment she
looks up lovingly at her husband to see...

LEE'S SMILE HAS DISAPPEARED. STARING DOWN AT THE BELLY, HIS
FACE LOOKS... LOST.

Knowing this man inside and out, EVELYN keeps her gaze firmly
into her husband's eyes and slowly moves her hands up LEE'S
arms and gently onto his face. Holding more than his visage
in her hands... LEE finally looks up at her.
                                                                22.


     EVELYN smiles with recognition of the man she married as her
     right hand travels to her right ear. She removes the earbud
     from her ear... and seamlessly places it in his, as:

     MUSIC RUSHES IN!
     The only record on the record player, this is the song they
     were married to. This is...

     NEIL YOUNG'S HARVEST MOON

     Perhaps it's due to the lack of sound thus far in the
     movie... or maybe the marrying image of the two dancing, but
     the sounds of the song are crystal clear. We can perfectly
     hear every chord, every tremor of vocal chord as we:

     PULL BACK on this perfect moment... through the basement...
     to the small rectangular basement window to reveal... water
     hitting the glass.


28   EXT. FARMHOUSE - NIGHT                                       28

     We see a strong rain pouring down around the house.


29   EXT. FARM - MORNING                                          29

     A beautiful crisp morning.


30   EXT. FARMHOUSE - SAND PATH - DAY                             30

     FROM THE PORCH of the farmhouse, as water drips down from
     overhead, WE SLOWLY travel along the sand path toward the
     barn when suddenly we arrive at... a small stream of water
     cutting right through a, now washed away, segment of the sand
     path.

     Suddenly LEE's bare feet enter frame... and then a large
     hiking backpack enters frame next to him.

     ON LEE as we see a momentary glimpse into the painstaking,
     and never ending, workload that goes into maintaining this
     farm.

     CLOSE on hands as LEE's bare fingers gouge into the
     unforgiving earth at the edge of the sand path to divert the
     water. Stones come into frame to form a temporary wall.
     Then... LEE hoists, the very obviously heavy, hiking bag onto
     his knee. He then slowly and silently undoes a handmade flap
     at the bottom of the backpack. From the opening of the bag
     pours... SAND.
                                                                23.


     Quickly and silently, sand piles up on the ground as we
     witness for the first time, LEE's ingenious system that has
     kept his family safe all this time.


31   INT. BARN - SAFE ROOM - DAY                                  31

     CLOSE UP OF A GAUGE... Very faint bursts of air can be heard.

     WE SLOWLY PULL BACK to reveal EVELYN sitting on a hay bale...
     with a blood pressure sleeve on her arm and a stethoscope in
     her ears. Behind her is a shelf full of bandages and IV bags.
     She stops pumping the bulb, stares down at the gauge... and
     then gently lets the air out and removes the sleeve.

     EVELYN marks her daily blood pressure on a calendar next to
     her. On this calendar we see... her estimated due date is 4
     weeks away.

     After a moment, she leans over and places the bottom part of
     the stethoscope... onto her belly.

     A faint sound of adjusting and then...

     LUB DUB... LUB DUB... THE BABY'S HEARTBEAT ENGULFS US!!!


32   EXT. FARMHOUSE - DAY                                         32

     WE CREEP SLOWLY ALONG the sand path heading toward the front
     door of the FARMHOUSE. Suddenly... REGAN steps into frame,
     walking deliberately... as if tiptoeing.


33   INT. FARMHOUSE - DAY                                         33

     REGAN reaches the front door of the FARMHOUSE... and stops at
     the threshold. As she looks down at the worn wood floor,
     scanning, we can notice... deliberately painted markings on
     the floor.

     Just then, REGAN takes a dramatically long step inside,
     placing her foot down... directly on the first colored
     marking... silence. Looking almost relieved, REGAN once
     again scans the floor and then focuses on another marking.
     She takes another long step, this time far to her right...
     and touches down on the next marking... silence. It almost
     looks like she's playing `TWISTER'. Getting more confident,
     she scans the room, finds another spot and steps quickly.
                                                               24.


34   INT. FARMHOUSE - BASEMENT STAIRS - DAY                       34

     WE LOOK DIRECTLY up the basement stairs toward the warm
     hallway at the top.

     Suddenly... REGAN takes a long step into frame.   Her
     silhouette looks down the dark stairwell.

     After a moment, she slowly puts her foot down on the first
     step... when suddenly...

     A DARK FIGURE APPEARS BEHIND HER AND GRABS HER!!!!!


35   EXT. FARMHOUSE - DAY                                         35

     CLOSE ON REGAN... as she is placed down onto the sand path.

     A HAND COVERS HER MOUTH!

     AS REGAN spins around we see... LEE kneeling in front of her.

                         LEE (SIGNING)
               You CANNOT go down there!

                            REGAN (SIGNING)
               WHY NOT???

                         LEE (SIGNING)
               You know why.

                         REGAN (SIGNING)
               I won't make a sound!!! I'm not a
               child!!!

     LEE pauses... that line stings.

                         LEE (SIGNING)
               Just... don't.

     The two stare into each other's eyes communicating more than
     any sign language could.

     Suddenly... LEE reaches up to her face?... His still dirty
     hands push the hair back over her right ear? It seems so
     uncharacteristically warm and gentle when suddenly...

     LEE reaches into his pocket with his right hand and pulls
     out... THE HEARING AID from the night before.

                         LEE (SIGNING) (CONT'D)
               This time, I was able to use small
               amplifiers from the stereo speaker
               to--
                                                               25.


                           REGAN (SIGNING)
                 It won't work.

                           LEE (SIGNING)
                 No, our problem has always been
                 power, but this should increase the
                 frequency to--

                           REGAN (SIGNING)
                 It never works!!

                           LEE (SIGNING)
                 ... But we'll keep trying til it
                 does.

     REGAN looks up at him blankly... as LEE reaches to bring the
     new hearing aid up to her ear when suddenly...

     REGAN pushes his hand away.

     LEE reaches up to her ear to try again... REGAN pushes his
     hand away again, giving him a cold stare. With so much
     history behind it... It's a bizarrely heartbreaking
     altercation.

     He tries again... she pushes again... even harder.

     LEE looks at his daughter as she looks at him... her venomous
     face, betrayed by the large tears that roll down her cheek.

     After a long moment... REGAN snatches the hearing aid from
     her father's hand and walks away.


36   INT. BARN - HAY LOFT - DAY                                   36

     ON MARCUS' back as he scribbles in a notebook. WE GO CLOSE to
     see... MARCUS is writing in a math notebook. His pencil
     suddenly pauses, moves up the page through a long math
     problem... and stops again. Suddenly... a finger comes into
     frame.... and points at a different part of the problem.

     WE PULL   OUT to reveal... EVELYN and MARCUS sitting in a small
     curated   area with a desk, book shelves and a white board
     covered   in various phrases, shapes and equations. We suddenly
     realize   EVELYN... is HOME SCHOOLING him!

     MARCUS suddenly nods and once again begins writing as EVELYN
     looks out the small door of the hay loft and down to the sand
     path below... As LEE arrives. Suddenly...

                           MARCUS (SIGNING)
                 ...please don't make me go...
                                                                26.


     EVELYN looks over to see MARCUS's face... awash with panic.

                         EVELYN (SIGNING)
               You will be fine. Your father will
               always protect you.

     MARCUS GRABS HER ARM TIGHT!... IT STARTLES HER.   With tears
     in his eyes, he mouths to her... "PLEASE!"

                         EVELYN (SIGNING) (CONT'D)
               Listen to me... It is important
               that you learn these things. He
               just wants you to be able to take
               care of yourself...

     MARCUS looks at her.

                         EVELYN (SIGNING) (CONT'D)
               Take care of ME!

     EVELYN lightens the conversation by pretending to age in
     front of our eyes.

                         EVELYN (SIGNING) (CONT'D)
               ... when I'm old... and grey...

     EVELYN leans on him.    MARCUS can't help but smile.

                            EVELYN (CONT'D)

               ...and I have no teeth...

     EVELYN pretending to have no teeth... is too much for MARCUS
     to hold back his silent laugh.


37   EXT. BARN - DAY                                              37

     OVER LEE'S large shoulder we barely see MARCUS... moving ever
     so slightly in one direction and then another.

     ON LEE, with a large hiking pack on his back.   He adjusts the
     straps of a backpack on MARCUS.

                            LEE (SIGNING)
               Too tight?

     MARCUS shakes his head no.

                            LEE (SIGNING) (CONT'D)
               Good.

                         MARCUS (SIGNING)
               No... I don't want to go.
                                                              27.


     LEE looks up at EVELYN.   Then back to MARCUS.

                         LEE (SIGNING)
               There's nothing to be scared of.

                         MARCUS (SIGNING)
               ...of course there is.

     Suddenly behind LEE we see... REGAN appear.

                          REGAN (SIGNING)
               I'll go.

     LEE looks over at his daughter and pauses.

                         LEE (SIGNING)
               No, no. I need you to stay here
               and help your mother.

     LEE stands up. To EVELYN:

                         LEE (SIGNING) (CONT'D)
               We'll be back before dinner.

                         REGAN (SIGNING)
               I want to go.

                         LEE (SIGNING)
               Just stay here. You'll be safe.

     LEE turns to EVELYN... who looks at him with slight
     disappointment.

                         LEE (SIGNING) (CONT'D)
               ... Next time.

     LEE pauses... and then kisses EVELYN.   LEE and MARCUS walk
     down a sand path toward the woods.

     EVELYN turns to REGAN... who is already walking away.


38   INT. BARN - REGAN'S ROOM - DAY                                38

     REGAN enters... And throws the hearing aid her father made
     her onto the dirt floor. This is the first time we have seen
     her bedroom. It is sparse. A hay bale covered in bed
     sheets... a small crate with a neat pile of books inside and
     several candles on top... a small wooden mirror leant against
     the wall.

     REGAN drops to her knees. On the ground we now see all kinds
     of electronic equipment and tools.
                                                               28.


     Architectural drawings are pinned to the wall.   It is like a
     mini version of her father's work bench.

     REGAN grabs her pillow, rips the pillow case off... and
     begins furiously packing.

     She grabs clothes, a water bottle, a notepad and then... THE
     TOY SHUTTLE. She gets up to leave and then looks back... at
     the hearing aid on the ground.

     CLOSE ON REGAN's PROFILE as her hand comes into frame and
     moves to the hearing aid she currently wears. Suddenly... a
     long wire is slowly pulled from deep in her ear canal.
     REGAN's eyes wince with almost a snap of pressure as the wire
     comes loose.

     REGAN then gently feeds the new hearing aid into her ear...
     and pauses.

     Suddenly... REGAN clicks on the new hearing aid.

     ........................................Nothing.

     WE WATCH the thin veil of anger on REGAN's face cascade into
     honest sorrow as REGAN's eyes squeeze shut brutal
     disappointment.

     WE PULL OUT to see REGAN sitting quietly on the floor. The
     quake of her shoulders betray her... as we watch her cry.

     After a moment... she reaches for a pillow case... and exits.


39   EXT. WOODS - VALLEY PATHWAY - DAY                           39

     FROM A DISTANCE LEE leads MARCUS down a thin sand path that
     cuts down the steep valley side and through the lush and
     learned evergreens of the mountain's canopy.

     MARCUS walks rigid, like one would in the dark. His saucer
     eyes furtively clock every detail of his surroundings. LEE
     walks casually and confidently, periodically turning to wait
     patiently for his son. This is a day of teaching.

     ON MARCUS as LEE puts a hand quickly, but gently on his son's
     chest, stopping him in his tracks. LEE focuses down the
     path.

     OFF MARCUS's quaking face peering around his father:

     WE TOO MOVE around from behind LEE to see... a DEER...
     sitting in the middle of the sand path. An adolescent buck,
     it holds it's impressive, but still delicate antlers upright
     and proud as it stares directly at LEE and MARCUS.
                                                              29.


     An image obviously long thought impossible, the moment
     carries a certain calm... almost spiritual.

     After a long moment, the buck efforts its way to its feet.
     Then turns and deftly steps... perfectly along the sand
     path... And disappears.


40   EXT. FARMHOUSE - DAY                                         40

     CLOSE ON the roof of the farmhouse. Water from the previous
     night's storm still drips off the edge.

     WE SLOWLY TRAVEL down the drainpipe running along the side of
     the house when suddenly... the drain stops... and we see PVC
     pipe has been attached instead. WE CONTINUE along the PVC
     piping to the bottom where we see THE PVC PIPE bend... AND GO
     STRAIGHT THROUGH A SHATTERED PANE OF THE BASEMENT WINDOW.


41   INT. FARMHOUSE - BASEMENT - DAY                              41

     FROM INSIDE THE SHATTERED PANE, we now follow the PVC pipe
     into... an old washing machine... now filled with rain water.

     Suddenly... a piece of clothing slowly comes into frame and
     silently descends into the water.

     WE WIDEN OUT TO SEE EVELYN places more clothes into a
     WASHER... that is unplugged. We see that she is simply using
     the corrugated tumbler inside as a wash board.

     She removes a large plaid shirt just above the water line
     (still inside the tumbler) and squeezes it dry. The action is
     virtually inaudible.

     CLOSE UP on a small pile of clothes being stacked onto other
     clothes. Then a CINCH.

     EVELYN stands up over the newly packed cloth laundry bag...
     then bends backward, attempting to relieve a pain in her
     back. When she's done, she picks up the full laundry bag
     with one hand... and another full laundry bag with the other.

     EVELYN struggles to the foot of the stairs with the two bags
     and puts them down. She then takes a deep breath looks up
     the stairwell and begins to ascend... again carefully placing
     her feet on specific spots on each step. Holding one bag as
     high as she can and dragging the second behind her... It's
     uncomfortable watching a fully pregnant woman traverse in
     this manner.

     WE GO CLOSE ON several stairs as EVELYN'S feet step up... and
     drag the bag up the first step... then the second.
                                                                30.


     Her feet disappear. As she drags the bag up onto the
     third... IT CATCHES ON A BENT NAIL IN THE STAIR!!

     ON EVELYN, not seeing the cause, pulls again... AND BEGINS TO
     FALL!!!!!!

     She catches herself on the wall, her eyes lit up... breathing
     heavily... she's ok!

     She quietly picks up the bags again and pulls once more.

     CLOSE UP ON: THE TIP OF A NAIL IN THE STEP LIFTING OFF THE
     STEP, ALMOST STRAIGHT UP... AND THEN RELEASING THE BAG.

     ON EVELYN, satisfied, as she drags the bags to the top of the
     stairs and disappears.

     WE RACK FOCUS to reveal, in the foreground...

     THE NAIL STANDING STRAIGHT UP!!!


42   EXT. FARM - DRIVEWAY - LATE AFTERNOON                        42

     CLOSE ON BARE FEET... walking along a sand path.

     WE BOOM UP TO REVEAL... REGAN walking with purpose. In her
     hands she carries a pillowcase. Inside the pillowcase... an
     irregular shape.

     After a moment, she looks up to... the telephone pole.
     Sitting on the power line are... MORE BIRDS. There is
     something buoyant about them. Something... oblivious.


43   EXT. RIVER - LATE AFTERNOON                                  43

     An immediate and jarring sound of water rushes in as we are:

     TIGHT ON MOVING WATER over rocks.

     [NOTE: THE SOUND WILL CONTINUE THROUGHOUT THE ENTIRETY OF
     THIS SCENE]

     WE TILT UP to the tall grass of a riverbed. Suddenly... LEE
     and MARCUS exit from the trees.

     ON MARCUS as he takes in the picturesque landscape. He has
     never been here before. Suddenly, his eyes slowly move down
     to the ground.

     CLOSE ON HIS BARE FEET... at the very edge of the sand path.
     There is nowhere else to go.
                                                           31.


MARCUS watches as LEE takes off his backpack and places it at
the edge of the river. Then, he kneels down and looks
intently into the water. Suddenly... LEE's face softens. He
takes one more look back at his son... and then plunges his
hands into the river.

MARCUS looks on confused as his father seems to yank and pull
at something. Suddenly... LEE's hands burst out of the water
holding a handmade wooden contraption. MARCUS starts to back
away... Pulling that contraption out of the water DEFINITELY
MADE A SOUND!!! MARCUS' eyes shoot around into the trees, up
the river, looking... listening... when suddenly...

LEE PULLS OUT A LARGE TROUT FROM THE TRAP... THE FISH
THRASHES WILDLY AND THEN... IT BREAKS FREE FROM LEE'S HAND!
IT DROPS DOWN ONTO LEE'S BAG FLAPPING AND THRASHING...

AND MAKING NOISE!!!!

MARCUS goes white! WHAT HAS HIS FATHER DONE????   MARCUS
signs...

                    MARCUS (SIGNING)
          They're going to hear you...
          They're going to HEAR YOU!!

In one swift move, LEE pins the trout to the ground and grabs
his son, pulling him in close. LEE silently calms his son
down, coaxing him to take deep breaths. As MARCUS trembles...
LEE raises his hand... and signs...

                    LEE (SIGNING)
          Not... if there is a constant sound
          nearby that is louder.

MARCUS doesn't understand. LEE shows him. First, he reaches
down to the ground and places his hand off the path moving
the dirt slightly. He repeats...

                    LEE (SIGNING) (CONT'D)
          Small sounds... safe.

LEE's hand moves back to the trout... Repeats

                    LEE (SIGNING) (CONT'D)
          Big sounds... not. Unless...

LEE's hands move to the moving water of the river... Repeats

                    LEE (SIGNING) (CONT'D)
          There is a constant sound nearby
          that is louder... To mask it.
                                                                32.


     Suddenly the trout flaps again. MARCUS looks down... then up
     to his dad... His brain processing.

                         LEE (SIGNING) (CONT'D)
               You know what?...

     LEE checks his watch... then looks up river... then back to
     his son.

                         LEE (SIGNING) (CONT'D)
               ...I want to show you something.


44   EXT. FARMHOUSE - LATE AFTERNOON                              44

     Disoriented, WE MOVE THROUGH a wall of dancing color.   Then
     suddenly we see... EVELYN, as she holds up a piece of
     clothing and pins it to a clothes line. The scene is
     oddly... beautiful.

     As the clothes on the line dance, we can suddenly see, behind
     EVELYN... AN OLD FALLEN TREE THROUGH THE BACKSIDE OF THE
     HOUSE.


45   INT. FARMHOUSE - UPSTAIRS HALL - LATE AFTERNOON              45

     WE TRACK SLOWLY along through the bannister of the upstairs
     hallway when suddenly... EVELYN'S head appears. WE CONTINUE
     with her as she slowly walks up the stairs... almost as if
     compelled. As she ascends, looking right past camera, we get
     a clear look into the bedrooms behind her. In one room, we
     catch glimpses of a POP MUSIC POSTER, a PINK DESK... and an
     empty bed frame. In the next, we see a Nerf basketball hoop,
     a life sized Pokemon doll... and half built LEGOs strewn
     across the floor. ...Neither room has doors.

     EVELYN finally crests the top of the stairs and walks out of
     frame.


46   INT. WATERFALL - LATE AFTERNOON                              46

     A bizarre and beautiful image and sound! Light dances and
     bends through a cascading rampart we finally identify as... A
     WATERFALL.

     WE PAN OVER to see LEE and MARCUS enter from outside and
     slide along the rock wall.

     MARCUS looks up to his father, incredulous. LEE looks down
     at him. After a moment, with a mischievous smile on his face,
     LEE...
                                                                33.


     HOOTS LOUDLY!!!

     THIS IS THE FIRST VOCALIZED SOUND WE WILL HAVE HEARD IN THE
     MOVIE!!!!

     MARCUS' eyes shoot up to his father, immediately scared
     again!

     His father looks out at the waterfall... and HOOTS
     AGAIN!!!... The way one would walking in a tunnel with their
     child.

     LEE turns to MARCUS and crouches down, gently holding his
     trembling son's shoulders.

                         LEE
               ... You're alright.

     THESE ARE THE FIRST WORDS WE HAVE HEARD IN THE MOVIE... AND
     THE FIRST WORDS MARCUS HAS HEARD IN 4 YEARS!!!!

     WE ARE ON MARCUS' face... staring... shaking... somewhere
     between terror and wonderment.

                         LEE (CONT'D)
               ... I promise.

     His father smiles and nods comfortingly...

     Finally MARCUS... meekly HOOTS!

     His father's head gently tilts, as if to say "you can do
     better".

     MARCUS looks back out the rushing water, then back to his
     father... and HOOTS LOUDLY!!!

                         LEE (CONT'D)
               Now... that's more like it.

     The smile on MARCUS and LEE's face can only be described
     as... once in a lifetime.


47   EXT. ROAD - LATE AFTERNOON                                   47

     WE MOVE SLOWLY ALONG A ROAD, PANNING DOWN from gargantuan
     trees... until we finally reveal... REGAN walking towards
     camera.

     Suddenly coming into frame all around her is... THE BRIDGE.
                                                              34.


     WE FOLLOW REGAN as she walks across the bridge, now more
     overgrown with weeds and roots. Then suddenly... REGAN comes
     to a stop... and kneels down in sand as:

     WE CONTINUE TO MOVE BACK SLOWLY.   Suddenly coming into frame
     is the top of....

     A HAND MADE CROSS!!!

     REGAN reaches into her pillow case and pulls out... THE TOY
     SHUTTLE.

     WE FOLLOW REGAN'S HANDS as she deftly removes one of the
     colored plastic pieces underneath. It quietly slides off to
     reveal... a battery panel and several multicolored wires. She
     reaches into the front pocket of her dress and pulls out
     pliers and quickly cuts the green wire.

     REGAN reaches into the pocket of her dress again and pulls
     out... batteries! She slides the batteries in confidently.

     We follow REGAN's hands as they move to the base of the cross
     and place... the TOY SHUTTLE in the sand. We now see that
     the shuttle sits amongst a pile of other weathered toys...
     and flowers.

     REGAN PAUSES.................and then flips the tiny switch.

     ...RED AND BLUE LIGHTS CASCADE OVER HER FACE...

     ...But no sound.


48   INT. FARMHOUSE - BEDROOM - LATE AFTERNOON                  48

     WE ARE TIGHT on EVELYN's back as she walks through another
     door-less threshold. As she continues into the room, we begin
     to see the walls... covered in rocket ships.

     OVER EVELYN as her eyes stop... on a cartoon mobile of the
     planets. She taps it... exactly as she tapped the mobile in
     the baby's room... This time watching it orbit around...
     without a smile.

     WIDE ON THE ROOM for the first time we see... THE ROOM IS
     METICULOUS. The bed is made... the toys perfectly placed on
     the shelves.

     CLOSE ON THE BED... AS EVELYN SITS DOWN SLOWLY. Light floods
     through the original paned window... casting the shadow of a
     cross on the floor in front of her.

     EVELYN looks over to the small night stand by the bed where a
     lamp and a hand made mirror sit.
                                                                35.


     Suddenly, she lifts up the mirror... and dusts the table with
     the washcloth from the line.

     EVELYN stares out the window oddly... at peace. As LEE has
     his ritual atop the silo to contemplate on the irreversible
     loss of his son... EVELYN has this. EVELYN... keeps her
     son's spirit alive.


49   INT. WATERFALL - LATE AFTERNOON                              49

     CLOSE ON a water bladder poking into the rushing wall of
     water. Filling immediately, we:

     PULL BACK and FOLLOW LEE... as he sits down on a rock next to
     his son and hands him the bladder. MARCUS drinks as LEE
     looks on... a brightness washing over him. This is a moment
     of... calm. A moment... of family. A moment... of real
     life.

     WE FOLLOW the bladder as MARCUS hands it up to his father,
     who happily takes a large swig. Suddenly we HEAR:

                         MARCUS (O.S.)
               Why didn't you let her come with
               us?

     LEE looks down at his son.

                         LEE (O.S.)
               Because... I need to keep her safe.

                         MARCUS (O.S.)
               ... Is it because you blame her for
               what happened?

     LEE freezes instantly... his heart stops.

     Finally he looks down at his son... in shock? In awe?

                         MARCUS (CONT'D)
               Because she blames herself...

     LEE's eyes blink and flutter as he tries to gain control of
     his thoughts...

                         LEE
               No, I don't bl--... It was no one's
               fault.

                         MARCUS
               ... You still love her, right?
                                                                36.


                         LEE
               Of-- Of course I do.

     Pause.

                         MARCUS
               ... You should tell her.


50   INT. FARMHOUSE - BEDROOM - LATE AFTERNOON                    50

     CLOSE ON EVELYN IN THE HAND MADE MIRROR, as she stares at the
     frame... made up of colorful zoo animals staring back at her.
     At the top of the mirror, the name... "BEAU"

     FROM THE DOORWAY, WE ARE WIDE ON THE ROOM as EVELYN stands up
     and slowly makes her way to the door carrying the small
     mirror.

     Just as she reaches the doorway... she stops. Her body
     tightens. Her face... changes. Her hand shakes as it
     reaches out to the side of the doorway. WE HOLD ON HER a
     moment and then go:

     CLOSE ON her feet rocking slightly in the doorway.
     Suddenly......

     FLUID HITS THE FLOORBOARDS!!!!


51   EXT. WOODS - LATE AFTERNOON                                  51

     LEE and MARCUS appear through an oddly beautiful exit from
     the woods and begin walking along a path.

     PROFILE on LEE as we see the tall thin trees of a swamp
     behind him.

     PROFILE ON MARCUS from the opposite side as swamp trees are
     also behind him. Suddenly... A DILAPIDATED house comes into
     frame. MARCUS turns to look.

     MARCUS' POV of the eery house...that stands as a reminder
     that people once lived here happily.

     CLOSE ON MARCUS looking up on the house. His face... now
     fearful. Suddenly, behind MARCUS, just out of focus in the
     short distance...

     A DARK SHADOW!!!

     No sooner has the FIGURE exited frame, MARCUS... CRASHES INTO
     HIS FATHER... WHO IS STANDING COMPLETELY STILL.
                                                          37.


MARCUS looks up at his father... who stares off sharply into
the short distance...

OVER MARCUS as he slowly leans around his father to see what
he's looking at, when suddenly we see...

A TERRIFYING MAN AT THE EDGE OF THE SWAMP!!!

A human form unlike anything most of us ever will... or
should get to see, the man's emaciated body quakes and then
shudders as if a synapses misfire. His face is sunken...
almost ghoulish and the look in his pitch black eyes
communicates something far beyond fearful. Much worse, this
is the rare look of a brain that has accepted a living
nightmare... as an everyday reality.

ON MARCUS as he slowly raises his hand... into a wave.

ON THE MAN... who doesn't move.

ON LEE as his eyes travel slowly down the man's frame.

ON LEE'S PERSPECTIVE as we see the man's dirt covered face,
then a ratty and ripped flannel shirt, and then... blood
covered hands... blood covered jeans... and finally at his
feet, in the high grass...

LONG HAIR AND A HAND OF.... A DEAD WOMAN

ON LEE as his eyes slowly come back up to meet the man's.
LEE now also raises his hand... and places a tense finger on
his lips.

ON THE MAN... as two large tears run down his face. In his
eyes... the knowing fear of the end of his life as... he
takes a deep breath in.

LEE immediately grabs MARCUS.

TIGHT ON LEE sprinting down the path carrying his son.    OVER
HIS SHOULDER, the man in the background:

LETS OUT A PRIMAL SCREAM!!!!!!

... A bottomless sound of pain and surrender, the sound
blasts onto us like a wave.

LEE suddenly dives behind a hallowed out tree trunk and
throws MARCUS' back up against it.

ON MARCUS as his father clasps his hand over his mouth.
MARCUS' eyes widen as overwhelming panic takes over.
                                                               38.


     ON LEE as he looks down at his son... with the most beautiful
     sense of calm. The way one holds the hand of someone in their
     last seconds on earth, LEE's smile is pure comfort... pure
     love.

     Suddenly we hear... THE FAMILIAR TERRIFYING SCREEEEEEEECH!

     ON MARCUS... who begins violently shaking his head... his
     soul seemingly coming out through his skin. Then suddenly we
     hear... THE SNAPPING OF TREES!

     ON LEE as his look now shoots to the tree line behind the man
     when suddenly...

     WE HEAR the man's primal scream of pain turn into... an
     animal sound of death.

     BACK ON MARCUS as he covers his ears. Through the muffle of
     MARCUS' covered ears we can still hear... The most horrific
     sounds of ultimate pain... crunching... and then...

                   POP!!!!
     A deafening

     ...SILENCE...

     MARCUS' eyes almost seem to dim right before us...

     As he goes limp.


52   INT. FARMHOUSE - UPSTAIRS HALL - LATE AFTERNOON              52

     FROM THE FLOOR we follow drops of fluid down the hall,
     leading to... EVELYN gripping onto the railing with both
     hands as she slowly traverses the stairs going down, focusing
     intently on each step.

     ON EVELYN's face as she takes slow, deep breaths.    Her eyes
     surging with panic... and pain.

     IT'S 4 WEEKS TOO SOON!

     Suddenly... EVELYN's eyes go wide.

     CONTRACTION!!!

     CLOSE ON EVELYN'S BELLY as she slowly sinks down into the
     steps and INTO A CLOSE UP.

     In EVELYN's face we will witness, many of us for the first
     time, the complex and overwhelming sensory overload that is a
     contraction... all swallowed back with every fiber of her
     being in order to remain.... Silent.
                                                             39.


     Just at the moment it looks as though EVELYN may explode...
     the contraction subsides.

     WE ARE ON EVELYN's BACK as she struggles up onto her feet and
     down the remaining stairs. As she rounds the banister and out
     of frame... WE HOLD ON THE FRONT HALL.

     Out the front door and onto the sand path warmly lit white
     from the Christmas lights above.


53   INT. FARMHOUSE - BASEMENT - LATE AFTERNOON                   53

     WE ARE LOW looking up the basement stairs as suddenly...
     EVELYN appears in the narrow doorway and grabs hold of the
     wall, still carrying the children's mirror. She takes a
     moment and then begins to descend the exposed stairs with the
     same deliberate effort.

     COMING TOWARDS CAMERA, EVELYN gets bigger and bigger in the
     frame until her head disappears, then her belly.

     Just as her foot comes down into close up we:

     RACK FOCUS to... THE NAIL STANDING STRAIGHT UP!!!!

     EVELYN's foot steps STRAIGHT DOWN ON IT!!!!!

     WE WATCH THE NAIL PIERCE INTO THE BOTTOM OF HER FOOT... and
     then ERUPT THROUGH THE OTHER SIDE!!!!!!!!

     THE SOUND CUTS OUT as we go:

     CLOSE ON EVELYN as the shock and searing pain collides in her
     brain behind her eyes. Then...

     CLOSE ON THE MIRROR as it SILENTLY CRASHES DOWN THE STAIRS...
     then rattles around in a circle before coming to a
     standstill.

     SOUND COMES RUSHING BACK IN

     ON EVELYN as full blown fear washes over her. That sound was
     most definitely HEARD. She looks down...

     CLOSE ON EVELYN's FOOT... as she SLIDES THE FOOT SLOWLY UP
     THE NAIL... and POPS IT FREE. Blood immediately begins to
     drip from the wound.

     EVELYN rushes down the remaining stairs, wincing with every
     other step.
                                                                  40.


     WE FOLLOW ON EVELYN's BACK as she hurriedly shuffles through
     this basement that once felt familiar in the romantic glow of
     their slow dance... but now feels stark... and desperately
     lonely.

     Finally, EVELYN arrives... at LEE's security console. She
     desperately pushes past stacks of notebooks and files, boxes
     of various electrical equipment like cellphones, cassette
     players and EGG TIMERS that have been pillaged for parts.
     EVELYN finally moves... THE BOX OF HEARING AIDS... to reveal
     that there on the wall... is a large, hand made switch.

     EVELYN grabs the knob at the top and thrusts it down.


54   EXT. FARM - LATE AFTERNOON                                     54

     Suddenly, flickering to life against the dusk colored sky...

     LINES OF RED CHRISTMAS LIGHTS!!!

     Like the white lights before, the power grid like system
     illuminates the farm in bright... RED!!!


55   EXT. ROAD - LATE AFTERNOON                                     55

     REGAN lies in the sand next to the cross.    Behind her we
     see... RED LIGHTS THROUGH THE TREES!

     ... REGAN doesn't see them.


56   INT. FARMHOUSE - BASEMENT - LATE AFTERNOON                     56

     ON EVELYN, leaning on LEE's console. Her eyes closed, she
     takes slow, deep breathes, as if to convince herself that it
     will all be OK now... The signal has been sent.

     For a brief moment... a smile... as she then opens her eyes
     and moves back to the stairs.

     As she clutches the support beam and goes to take her first
     step up...

     A LARGE SHADOW FLASHES PAST THE DOORWAY!!!!!

     EVELYN spins back away from the stairs in terror.


57   EXT. WOODS - VALLEY PATHWAY - DUSK                             57

     As sky begins to settle into dusk above the towering trees...
     LEE enters carrying a limp MARCUS.
                                                               41.


     He trudges up the sand path, looking down at MARCUS.

     MARCUS' eyes are open... but he is not present.

     ON LEE'S BACK NOW, as he and his son crest the hill.

     WE BOOM UP to see the dark horizon line of sky... give way to
     the top of the silo... and then the fire red ground
     illuminated by Christmas lights.

     ON LEE as we see his face register exactly what this means.

     He breaks into a full sprint.


58   INT. FARMHOUSE - BASEMENT - DUSK                            58

     CLOSE ON one of the basement windows as red light pours
     through.

     WE PULL BACK SLOWLY as:

     EVELYN's HANDS enter frame. She desperately pushes on the
     window... nothing.

     EVELYN roams around the basement like a caged animal
     searching for any way out...

     She moves back to LEE's security console, scanning the
     desk... think... THINK!

     Suddenly her eyes fall upon... the box of small electronics
     she just moved to get to the switch.

     Suddenly we hear:

     A SCRATCHING OF CLAWS ON A WALL AND A CRASH OF GLASS FROM
     ABOVE HER!!!!

     EVELYN freezes with fear.   Then....

     THE HORRIFIC SCREEEEEEEEECH CAN BE HEARD!

     EVELYN closes her eyes as the same sound that preempted her
     son's death washes over her.

     Then... her eyes shoot open in pain...

     CONTRACTION!!!

     Larger than the second one, this one brings EVELYN to her
     knees, her head dips to the ground as she grimaces in intense
     pain.
                                                                42.


     CLOSE ON EVELYN as her head suddenly shoots back up... The
     red light pouring in from the basement windows cuts a line
     across her face revealing her exploding eyes trying to
     swallow the pain. Tears begin to fall... she is unable to
     breath.

     Then suddenly... air slowly escapes as she exhales... the
     contraction has passed. After a moment of realization?...
     Disbelief? She stands up and out of frame.

     WE HOLD and then slowly pan down to... a small pool of blood
     on the floor.


59   INT. FARMHOUSE - DUSK                                        59

     NOW LOOKING DOWN THE STAIRS from the doorway in the first
     floor hallway... we see...

     EVELYN rush through frame past the stairs.

     ... WE CAN BARELY MAKE OUT A NONDESCRIPT SOUND.


60   INT. FARMHOUSE - BASEMENT - DUSK                             60

     ON EVELYN as she quickly slides in behind a large boiler. We
     can see the basement stairs in the background.

     EVELYN squeezes her eyes shut... and begins murmuring to
     herself... THE NONDESCRIPT SOUND IS SLIGHTLY LOUDER... A
     TICKING...

     And then....

     EVELYN's eyes shoot open... What now?   Suddenly....

     CONTRACTION!!!!

     We are on EVELYN'S face as she endures this immeasurable pain
     in this unthinkable moment...

     Then we hear...

     TICK.... SCRAAAAAPE... TICK.... SCRAAAAAPE

     Whatever IT is... it's coming DOWN THE STAIRS.

     TICK.... SCRAAAAAPE... TICK.... SCRAAAAAPE

     EVELYN crushes herself even tighter against the wall behind
     the boiler... closing her eyes and exhaling in pure, painful,
     silence as the contraction subsides...
                                                         43.


Suddenly we hear...

SILENCE...

EVELYN turns and peers through the water tanks.

IN EVELYN'S POV as she scans the room through the sliver of a
view then suddenly...

We can barely make out more than a SLIVER of a creature's
shoulder or back from in between the tanks. WE CAN SEE THAT
IT IS COVERED IN SMALL ARMOR LIKE PLATES! Suddenly...

The small plates on the creature's shoulder... BEGIN TO LIFT
UP??!! Like the pieces on a colander, or... an old satellite
dish... the small plates open up with the crackle and pull of
anatomical goo underneath. Then all of the sudden... the
plates BEGIN TO ROTATE! Like directional microphones, the
plates... begin searching the room... FOR SOUND!

From behind the tanks, EVELYN watches as the creature's
plates turn toward the wall of monitors. Suddenly, each of
the screens... begins to flicker!!! Then... the picture goes
completely dark!

EVELYN then suddenly rolls her back against the tanks to look
from one side of the room... to the other.

Suddenly... We now can identify the NONDESCRIPT SOUND FROM
EARLIER as... TICKING.....

Then, sitting on a shelf on the wall opposite the console, we
see...

AN EGG TIMER!!!

WE CONTINUE TO PUSH IN, THE TICKING SOUND NOW MUCH LOUDER,
when finally, just as we land CLOSE UP on the egg timer...

RIIIIIIIIIIIIIIIIIIING!!!!!!!!!!!

THE CREATURE SCREEEEEEEEEEEECHES!!!!

AND ATTACKS THE SOUND!!!!!!!

EVELYN opens her eyes...

That's it! Her plan worked!    EVELYN thrusts herself away
from the tanks!!

WE TRACK WITH HER as she moves as quickly as she can to the
exposed stairs and begins to climb.
                                                              44.


61   INT. FRONT HALL - DUSK                                       61

     FROM THE KITCHEN WE LOOK THROUGH THE HALLWAY ONTO THE FRONT
     DOOR. Suddenly... EVELYN bursts out of the doorway from the
     basement.

     WE FOLLOW ON HER BACK as she maneuvers her feet desperately
     from PAINTED SPOT to PAINTED SPOT down the hall to the front
     door and to freedom!

     She grabs the stair post for support as she crosses through
     the front hall, only steps from the door when, OVER HER
     SHOULDER we barely see:

     A DARK SHADOW WALKING UP THE SAND PATH!!!

     EVELYN immediately spins around into CLOSE UP as we now LEAD
     HER as she rushes up the main stairs.

     At the top of the stairs, WE TILT DOWN as she reaches to the
     floor and picks up the thick blankets covering the landing.
     Behind her... THE FRONT HALL LIGHTS BEGIN TO BRIGHTEN!


62   EXT. BARN - DUSK                                             62

     WE HOLD ON the side of the barn... as LEE enters with MARCUS
     and places him on the ground.

     WE FOLLOW LEE as he slowly cranes his neck to look around the
     barn. There, beautifully lit in RED is the sand path leading
     to the farmhouse. LEE's eyes travel down the path and up the
     stairs and...

     ONTO A LARGE DARK SHADOW... NOW IN THE FRONT HALL!!!

     LEE snaps his back against the wall, his eyes darting with
     fear as he thinks... thinks. Finally he turns to his son who
     stands looking at him blankly.

     LEE immediately digs into his back pack and pulls out... A
     FLASH LIGHT!

     LEE places the flashlight in MARCUS's hands.   MARCUS looks up
     to him with familiar panic in his eyes.

     LEE then slides closer to his son... and gently places his
     hands on MARCUS' shoulders.

     Suddenly, LEE places his left hand straight up against his
     chest, crosses the fingers of his right hand, brings the two
     together and... shoots his right hand into the sky.
                                                             45.


     This... is the same exact sign his four year old son made in
     the general store at the beginning of the movie. This...
     means ROCKET.

     MARCUS shakes his head no.

     LEE gently places his hands on MARCUS' face and looks
     directly in his eyes. No doubt informed by the heart opening
     day they've had... It is a beautiful moment of strength as
     LEE communicates so much to his son. First and foremost,
     there is understanding... and even an apology for the
     situation they are in. But then the look turns to imploring.

                         LEE (SIGNING)
               Your mother needs help. I need you
               to do this... for her.

     MARCUS looks to his dad... his eyes change.

                         LEE (SIGNING) (CONT'D)
               ... please...

     And with that... MARCUS is gone.

     ON LEE as he watches his son run down the side of the barn...
     and disappear around the corner. He takes a deep breath...
     God protect his son. God protect all of them.

     LEE turns and runs around the barn.


63   INT. FARMHOUSE - UPSTAIRS BATHROOM - DUSK                   63

     FROM ABOVE we see EVELYN enter the room carrying the thick
     blankets from the stairs and turns on the bathroom light...
     spots of blood smear on the floor.

     ON EVELYN as she slowly gets into the bathtub. Tears fall
     down her face as she reaches over the wall of the tub... and
     starts stacking the blankets from her knees to her chest.

     As she folds the last blanket over herself...

     CONTRACTION!!!

     This time her eyes go wide with the electric shock like pain.
     This... is the big one. THIS... IS HAPPENING!

     Suddenly we hear...TICK.... SCRAAAAAPE... TICK.... SCRAAAAAPE

     Whatever IT is... it's trying to climb the stairs.

     TIGHT ON EVELYN's hand as it jerks and grips til it turns
     white from force.
                                                                46.


     FROM ABOVE, we see EVELYN in extreme pain... but somehow
     keeping it all in.

     Suddenly... a small stream of blood begins to trickle by her
     exposed feet.


64   INT. BARN - LEE'S BEDROOM/STALL - DUSK                       64

     LEE rushes into his room and reaches under his mattress and
     pulls out...

     A SHOT GUN!... Not the first choice, when trying not to make
     noise... but he has no other choice.


65   EXT. FARM - CORNFIELD - DUSK                                 65

     MARCUS walks down a thin sand path, suddenly stops... and
     looks up to a HUGE OVERARCHING FIGURE ABOVE HIM!

     It is a watering device found in cornfields that tower high
     above the corn and roll slowly through the fields on giant
     wheels.


66   INT. FARMHOUSE - UPSTAIRS BATHROOM - DUSK                    66

     ON THE BATHTUB. All that can be seen are EVELYN's eyes as
     she peers over the bathtub wall. Through the door... and to
     the steps. Suddenly we hear again...

     TICK.... SCRAAAAAPE... TICK.... SCRAAAAAPE

     Just then... The light bulb above EVELYN begins to DIM!!!

     QUICKLY BACK ON EVELYN as she begins to cry, preparing for
     the end. And then...

     CONTRACTION!!!!

     FROM ABOVE as EVELYN's face shoots to the sky... with no
     affect. Her eyes wide, the rest of her face is calm.

     Then we see... Blood and fluid now pool around her feet as
     the light above her... goes out.

     From only the light from the window we see EVELYN's face...
     finally crack in pain. Her mouth opens... releasing the most
     guttural... and now two person...

     SCREEEEEEEAM!
                                                                47.


     BUT, right at that moment, the screams of mother and baby are
     drowned out by a thundering.....

     BOOOOOOOOOOOOOOOOOOM!!!!

67   EXT. FARMHOUSE - SAND PATH - NIGHT                           67

     WE TRACK WITH LEE as he sprints down the sand path holding
     the shot gun like a civil war soldier rushing into battle
     as...

     ENORMOUS BLOOMS OF FIREWORKS BURST BEHIND HIM!!!!

     Red, green, white... large plumes, small sparkles falling
     down.

     In the midst of this unthinkable nightmare... it's gorgeous.


68   EXT. ROAD - NIGHT                                            68

     Huge bursts of fireworks light up through the tops of the
     towering trees...

     REGAN, sits up abruptly into the fireworks' silhouette.

     CLOSE ON REGAN as the colors illuminate on her face.


69   INT. FARMHOUSE - FRONT HALL - NIGHT                          69

     FROM THE DINING ROOM, we look into the front hall in the
     background.

     Suddenly, from the doorway... the muzzle of a gun pokes
     through. Then moments later... LEE walks in stealthily.
     Moving the gun exactly where his eyes point... he clears the
     room.

     ON LEE'S BACK as we look down the gun barrel. He looks to
     the dining room. He looks to the living room. He looks to
     the... STAIRS!!!

     LEE'S POV as he walks up the stairs. On each stair... drops
     of blood. To the left, along the wall, the wallpaper has been
     intermittently RIPPED... IN THREE EQUIDISTANT MEANDERING
     LINES.
                                                               48.


70   INT. FARMHOUSE - UPSTAIRS HALLWAY - NIGHT                    70

     THROUGH A DOORWAY onto the now exposed wood floor landing
     with the bannister outlining the upstairs hall.

     Suddenly, the top of LEE's head enters frame... just as the
     creature's had only moments before... Then his gun, facing
     into the bedrooms to the side. LEE moves the gun confidently
     in all directions, making sure the upstairs is clear.

     As LEE's gaze comes around to face directly at us... his gun
     lowers... and:

     WE SLOWLY PULL BACK INTO THE ROOM TO REVEAL... the
     bloodstained edge... of the BATH TUB.

     ON LEE's BACK as he rushes to the tub to find... just blood
     in an empty bath tub.

     LEE turns into his own CLOSE UP PROFILE as his back slides
     down the bathtub and onto the floor. His hand releases the
     gun to the floor. His eyes close and he begins to... softly
     weep.

     A mirror behind LEE reflects the room back to him, revealing
     for the first time... a beveled glass shower door at the
     opposite end of the room. Suddenly...

     A BLOODY HAND HITS THE GLASS!!!!... And the shower door
     slowly opens!!!

     OVER LEE as he scrambles to the shower and opens the door!
     Stuffed inside... is a quivering pile of blankets.

     LEE drops to his knees and pulls back the blankets to see...
     his wife. Pale, with eyes closed... she's breathing. And in
     her arms... a sleeping newborn baby.


71   EXT. CORNFIELD - NIGHT                                       71

     WE HOLD ON THE TOPS OF THE DENSE CORN, the creature like
     silhouette of the giant watering device looming... as the
     last of a series of bottle rockets fire into the darkening
     night sky.

     WE MOVE ABOVE THE CORN and then descend through it onto a
     thin sand path and onto... MARCUS. WE FOLLOW WITH HIM as he
     safely walks back toward the BARN, holding his flashlight, as
     the final bursts of fireworks illuminate behind him. On
     MARCUS' face... is genuine pride. He knows he has done
     something heroic. Suddenly...

     WE HEAR THE SNAP OF CORNSTALKS!!!
                                                          49.


MARCUS, frantically whips his light around the path behind
him.

WE FOLLOW HIS LIGHT as it scans the path and the stalks...
Even with nothing there... it's terrifying.

Just then... His flashlight begins to DIM....

SNAP!!!

MARCUS whips his light around to the thin sand path in FRONT
of him... nothing...

SNAP!!! CRUNCH!!! SNAP!!! CRUNCH!!!   Something ELSE is
moving toward him... fast!

MARCUS turns around, away from the BARN... AND RUNS!!!!   WE
ARE ON MARCUS' FACE AS HE RUNS... Scanning, scanning...
SNAP!!!... SCANNING!!!... CRUNCH!!! SCANNING!!

HIS FLASHLIGHT... STARTS TO FLICKER OUT...

THE CORN TO HIS RIGHT... BEGINS TO SNAP... ITS COMING CLOSER!

MARCUS turns and begins to run... INTO THE CORN!!!!

WE ARE NOW IN A TERRIFYING PERSPECTIVE... HANDHELD, AS CORN
CROSSES RIGHT PAST LENS. THE FLASHLIGHT not able to cast
light on anything that's not right in our face, creating
almost a STROBE EFFECT!!! MARCUS is making... A TON OF
SOUND!!!!

ON MARCUS' FACE... pure panic. When suddenly... WE ARRIVE
into a small clearing to see... A TRACTOR, completely
overgrown with corn. MARCUS immediately climbs onto the
tractor and frantically whips his light around the
clearing... and into the dense corn...

THE LIGHT... STARTS TO DIM.... SNAP!!! CRUNCH!!! SNAP!!!
CRUNCH!!! Something is moving toward him FAST! THE LIGHT
BEGINS TO FLICKER.... and then goes out.

Suddenly, off in the corn in front of him (AND FOR THE FIRST
TIME) we hear... A LOUD SCREEEEEEEEEEEEEEECH!!!! The light
suddenly BLARES BRIGHT as...

A DEER HEAD POPS OUT OF THE CORN!!!!!!!!

ALL IN AN INSTANT, MARCUS flies back in fear! Slipping from
the top of the tractor... and SLAMMING HIS HEAD INTO THE
WHEEL WELL.

BLACK
                                                               50.


72   EXT. FARM - DRIVEWAY - NIGHT                                72

     Fade in: The night is now dark.

     WE ARE BEHIND REGAN walking.   AS WE ARE WITH HER... WE ARE IN
     TOTAL SILENCE.

     She looks around at the remnants of the last horrifying
     moments... More reminiscent of a soldier returning to a
     battlefield, then a girl returning to a farm, we see
     countless streamers of firework smoke still falling
     gracefully from the sky. The tips of dry cornstalks
     flicker... alight with small flames. Off in the distance we
     see... lights of the SILO. Shining like a beacon.

     REGAN walks along the eerie shadows of corn stalks when
     suddenly at her feet... cracks of light.

     REGAN lowers to her knees and puts her head to the ground to
     see... a bright light, cutting through the bottom of the
     stalks of corn. Suddenly, the pliers REGAN used to work on
     the TOY SHUTTLE... slip out of the pocket of her dress...

     ...AND CRASH ONTO A ROCK ON THE GROUND!!!

     REGAN... doesn't even notice... because she didn't even hear
     it... REGAN sits back up to kneeling position when suddenly
     the cornstalks behind her... BEGIN TO LAY DOWN... AS A SHADOW
     EMERGES!!!At that exact moment... we begin to hear the oddest
     and unpleasent beeeeeeeeeeeep.

     Suddenly, REGAN's eyes begin to squint slightly.   Then... her
     hand slowly reaches up to her ear?...

     SHE CAN HEAR THE BEEP!!!!

     SUDDENLY... the SHADOW moves closer to REGAN... and THE
     BEEEEEEP GROWS!!! Now at a near deafening level, we see the
     shadow behind REGAN... stop? REGAN's face now scrunches up
     in agony as she grabs her ears!!! REGAN digs into her right
     ear, rips out the hearing aid and launches forward!!

     ....SILENCE.....

     REGAN suddenly kneels back up into frame... THE SHADOW IS
     GONE!... SHE NEVER EVEN KNEW IT WAS THERE.

     Breathing wildly, REGAN looks at the hearing aid in her hand.
     Her face is almost electrified! As excruciating as that
     was.... THAT IS THE FIRST SOUND SHE HAS EVER HEARD!

     REGAN... slowly puts the hearing aid back in her ear...

     ....nothing....
                                                               51.


73   EXT. CORNFIELD - NIGHT                                       73

     WE FOLLOW REGAN as she walks down the small path leading
     to... the clearing. One ladder stands, the other ladder on
     the ground, bottles and fireworks litter the ground. And
     then, there in the center of the clearing, lit by the
     flashlight... one half of a deer carcass.

     ... No sign of MARCUS...

     REGAN slowly bends down to pick up the flashlight when
     suddenly... THE CARCASS MOVES! REGAN jumps back,
     terrified!!!

     Then from under the neck of the deer... a hand!!

     REGAN runs over and pushes the carcass off of... MARCUS, who
     has been safely lying underneath.

     Covered in blood, he scrambles to try to get to his feet.
     REGAN grabs him and holds him tight. She places her finger
     to her lips... just like her dad.

     She looks around to see if they have a chance to run... and
     then thinks better of it. She looks back to her brother...
     and places her hand on his chest.

     WE RISE above the clearing, above the overgrown tractor...
     and once again into the night.


74   EXT. FARMHOUSE - NIGHT                                       74

     WE ARE WIDE on the FARMHOUSE. The RED CHRISTMAS lights sway
     gently in the now calm night air.

     After a long quiet moment...

     LEE appears at the doorway.    He carries EVELYN in his arms...
     The baby in hers.

     He slowly descends the porch stairs and begins to walk toward
     the BARN... his eyes locked firmly on his cargo. For a
     moment, as LEE walks, this all feels almost like a dream. Or
     the end of a nightmare. Respite.

     WE ARE TIGHT ON EVELYN who we see is unconscious from the
     trauma and the loss of fluids... THEN DOWN TO the tightly
     wrapped baby sleeping in her arms.

     LEE looks ahead to the doors of the BARN off in the seemingly
     never ending distance.

     Suddenly...
                                                          52.


THE BABY BEGINS TO STIR!!!

LEE's eyes shoot down to see the baby streeeeeeeeetch... and
slowly begin to open it's eyes.

ON THE BABY as it looks up, searchingly, at his father... as
his father picks up his pace!

Suddenly... we begin to notice the dim red light on the
baby's face... BEGINS TO FLICKER!

ON THE BARN DOORS getting closer... closer.

ON LEE as he trudges with everything he has to get his baby
to safety when suddenly... a cold wind blows across LEE's
face and through his hair.

LEE slowly looks down as...

THE BABY CRIES!!!!!!

WE HOLD DIRECTLY ON LEE, LEADING HIM, as he breaks into a
full sprint!

LEE'S eyes momentarily dart quickly to the side, not at all
prepared for what he might find.

WE NEVER LEAVE LEE's FACE. As his head bobs back and forth
from running, we intermittently catch glimpses of the long
path behind him. First we see the FARMHOUSE shrinking in the
distance behind him. And then we hear...

SNAP!!!

BEHIND LEE... the large tree near the farmhouse moves
wildly!!

LEE's eyes never even widen. There is no surprise. This is
the moment he knew would come. As he sprints with everything
he has... the string of bulbs above him... DIM DOWN TO ALMOST
NOTHING!!!!

IN THE DARK DISTANCE BEHIND HIM... A
SCREEEEEEEEEEEEEEECH!!!!...

Lee... Is... Running... running... closer... closer...
then....

LEE BURSTS THROUGH THE HEAVY QUILTS!!! HE'S IN THE BARN!!

WE ARE ON LEE as he sprints through the familiar interior of
the BARN. When suddenly...

WE HEAR A HUGE BANG!!!   Then...
                                                                53.


     THE HEAVY QUILTS FLY UP INTO THE AIR!!!... JUST AS LEE
     DESCENDS INTO THE GROUND!


75   INT. BARN - SAFE ROOM - NIGHT                                75

     LEE falls back onto the steps, barely holding onto his wife
     and child as his free hand reaches for... the mattress!

     As LEE finally grabs the mattress and slides it over the
     opening above the stairwell...

     BLACK
     In total darkness we hear:

     LEE'S BREATH QUICKENS... AN ODD SOUND OF SOMETHING HEAVY...

     ABOVE... THE CREATURES ARE INSIDE THE BARN!!!! A CACOPHONY
     OF SCRATCHING, TEARING AND SCREECHING... Then...

     FIRE!!... LEE's lighter cuts through the black and then
     retreats into a small glow in the room as we try to
     comprehend what's happening. We see EVELYN has been placed
     on a hay bale as...

     ABOVE... A CRASH!!!!! THE CREATURES ARE TEARING THROUGH THE
     ROOMS... AND DROWNING THE SOUNDS OF THE FAMILY BELOW... FOR
     THE MOMENT...

     LEE picks up the crying baby... as we PUSH IN. For one brief
     second amidst the fury of nerves and sound we see... a father
     holding his newborn child for the first time. It is a
     precious, once in a lifetime moment.

     Then...

     A PLASTIC MASK COMES INTO FRAME... and ONTO THE BABY's
     FACE!!!!

     As if in an airplane video, LEE wraps the mask's strap behind
     the baby's head... and then LOWERS THE BABY INTO THE WOODEN,
     QUILT LINED BOX!

     WE PAN TO THE SIDE of the box... along a clear plastic
     tube... to a stand up air canister. LEE's hand enters frame
     and turns the valve... a quiet whisper of air.

     LEE stares down at his tiny crying baby wearing an oxygen
     mask. The juxtaposed image seemingly almost as bizarre to
     him as it is to us. THEN...
                                                                54.


     LEE PLACES A LARGE STACK OF BLANKETS OVER THE TOP OF THE
     BOX!!!!... AND THEN A COVER!!!!

     THE BABY'S SCREAMS CAN'T BE HEARD...

     THE BANGING... THE SCREECHES... INCREASE IN TEMPO AND
     SOUND!!!

     LEE just stares down at the small casket like box...

     This either works... or they're dead...


76   EXT. CORNFIELD - DRIVEWAY - NIGHT                             76

     WE FOLLOW REGAN and MARCUS as they sprint up the main sand
     path/driveway running parallel to the cornfields. With the
     flashlight slicing through the darkness... it's nearly
     impossible to tell where we are. Suddenly the corn ends and
     OVER MARCUS AND REGAN we see...

     Shadows of farm equipment!

     REGAN turns her head... and looks up.

     REGAN's POV as we climb higher and higher... to the top of
     the SILO!


77   INT. BARN - SAFE ROOM - NIGHT                                 77

     Silence... The frame filled with a dark brown... Time has
     passed. Then...

     WE TRAVEL DOWN from the dirt ceiling... past a hook on the
     wooden support beam... to a clear plastic IV BAG hanging...
     down a fluid filled plastic tube... and into an arm.

     WE PULL BACK to reveal EVELYN lying on the hay bale
     comfortably... her eyes still closed. She has been
     bandaged... and wears LEE's sweater. A single burning candle
     by her side. Then...

     EVELYN SHOOTS AWAKE!!! SHE SCRAMBLES TO SIT UP THROUGH THE
     PAIN!!! HER EYES SEARCH A LOW LIT ROOM!!! SHE GOES TO SIT
     UP AND WINCES... AN IV IS IN HER ARM!!

     Out of the darkness... comes LEE!   He is holding the baby.

                          LEE
               It's ok.   It's ok!   Your safe.

     EVELYN looks up at LEE immediately confused as to why he's
     talking... then it sinks in.
                                                        55.


                       EVELYN
          It worked?

                       LEE
          It worked.

                    EVELYN
          It worked... it worked...

LEE holds up the sleeping baby and places it in EVELYN's
arms... Tears fall down her face. She looks back up to her
husband... and then around the room.

                    EVELYN (CONT'D)
          Where's Marcus?

Pause.

                    LEE
          I'll find them.

                       EVELYN
          Them?!

EVELYN immediately tenses.

LEE takes the sleeping baby from EVELYN and places it in the
safe wooden box. No air mask needed now.

                    EVELYN (CONT'D)
          She was with me in the house. I
          was doing laundry and she-- He was
          with you. How did he--

LEE sits next to his wife... and begins to lay her back down.

                       LEE
          Rockets.

EVELYN pauses.

                    EVELYN
          Then he-- then he's still there.
          He'd know to--

LEE sits next to his wife... and begins to lay her back down.

                    LEE
          I'm sure he is.

                    EVELYN
          She's smart she'll have found a
          place to-- She's smart...
                                                    56.


EVELYN's gaze finally lands on her child.

                    EVELYN (CONT'D)
          It's a boy.

                    LEE
          ... It's a boy.

                    EVELYN
          ... It's a boy.


Pause.

                    EVELYN (CONT'D)
          ... I could have carried him.

LEE looks at his wife confused.

                    EVELYN (CONT'D)
          He was so heavy...

LEE freezes...

                    EVELYN (CONT'D)
          I can still feel the weight in my
          arms. He was... small, but so
          heavy, wasn't he?

LEE can't speak.

                    EVELYN (CONT'D)
          My hands were free-- I was carrying
          the bag, but my hands were still
          free... I could have carried him...
          I should have carried him.

                    LEE
          ...Evelyn...

                    EVELYN
          Who are we?... if we can't protect
          them. Who are we?

LEE is frozen... every image rushing back to him.

                    EVELYN (CONT'D)
          You have to protect them.

                    LEE
          I will.
                                                              57.


                         EVELYN
               Promise me. We can't--... You need
               to protect them.


78   EXT. SILO- ROOF - NIGHT                                      78

     CLOSE ON... A FLAME!!!

     As it dies down, coming into view we see... MARCUS sitting in
     front of the shallow metal drum their father sat in front of
     the night before.

     REGAN walks around the fire looking out across the farm for
     any sign of her father.

     Just as the fire is about to die out, REGAN walks back and
     squirts the last remaining fluid from the bottle. The fire
     rages again and illuminates the two children... as well as
     the fading hope on their faces.

     The fire begins to die down again. REGAN rummages in the box
     picking up the empty bottles of lighter fluid and shaking
     them frantically...

     She shakes the last empty bottle... And slumps down...
     defeated... scared.

     In the last moments of the dying flame...

                         MARCUS (SIGNING)
               He'll come for us.

     The two kids stare off desperately over the farm...
     preventing them from seeing far off in the distance to the
     right...

     A fire ignites... Then farther off... another fire...

     BUT THIS TIME... ITS ONLY TWO!

     The kids don't even notice.


79   INT. BARN - NIGHT                                            79

     WE ARE ON THE FAMILIAR image of the interior of the BARN.
     Suddenly, the mattress on the ground... moves.   Then...
     LEE's head slowly arises from underground.

     LEE stands to see their barn... their life has been tossed
     and ravaged.
                                                                58.


     LEE places the mattress back over the large unfinished hole
     leading down to the safe room and stands up. LEE stares down
     at the mattress... and what it protects... then walks out of
     frame.

     WE HOLD ON THE mattress a moment... And then SLOWLY MOVE
     along the floor of the BARN... past the monopoly game...
     until we reach the bedroom stalls to see...

     A LARGE CLAW MARK GOUGED OUT OF THE BARN WALL!

     As we move down we see... a pipe above the long trough on the
     wall...has broken...

     WATER DRIPS FROM THE BROKEN PIPE... AND A POOL OF WATER...
     MOVES ACROSS THE FLOOR!


80   EXT. SILO - ROOF - NIGHT                                     80

     CLOSE ON REGAN, oddly lit. She lays on her back staring up...
     at the stars. REGAN fumbles with something in her ear...

     WE GO EXTREME CLOSE on her turning the tiny dial on top of
     her hearing aid. As she does... she places her other hand by
     her ear and rubs her fingers together, hoping to hear a
     sound.... Nothing.

     REGAN turns the dial even more... nothing.

     REGAN immediately rolls over, frustrated. Sitting directly
     in her view, on his dad's small stool... is MARCUS looking
     out hopefully to the farm.

                         MARCUS (SIGNING)
               He'll come.

     REGAN scoffs and goes to get up when suddenly, under her
     dad's stool she sees... a box... the box LEE kept the photo
     in... She reaches under the stool and grabs it.

     NOW CLOSE OVER THE BOX ONTO REGAN as she stares down at it...

     Then... As the lid opens, it covers frame completely to...

     BLACK


81   INT. BARN - SAFE ROOM - NIGHT                                81

     EVELYN'S eyes shoot open!   Her face barely lit from a small
     slice of red light.

     We hear very clearly... The sound of running water.
                                                           59.


EVELYN squints as her eyes adjust to the low light and
attempts to get her bearings.

EVELYN's POV as she scans across the ceiling, down the walls
and finally onto... the blanket covered crib in the middle of
the room.

A relieved smile appears on EVELYN's face... and then a
wince... as she slowly tries to sit up.

She quietly slides her legs off of the hay bale and toward
the ground when... she suddenly stops!

WE FOLLOW EVELYN's eyes down her body to the ground to see
her legs...

ARE SUBMERGED IN WATER!!!!

EVELYN's eyes shoot frantically around the dark room again
and finally land on the source of red light from above. She
leans forward to see... CHRISTMAS LIGHTS...

THE MATTRESS HAS BEEN MOVED!

From one corner of the large opening... a stream of water
pours down into the room. Suddenly...

A SNORT!!!!

EVELYN's head slowly turns... The look on her face reveals to
us the immediate truth that her brain won't yet admit.

EVELYN's POV as we scan the room once more.   This time, in
the shadowed corner of the room...

A LARGE BLACK SHAPE!!!!!

EVELYN is frozen with fear as she watches....

THE SILHOUETTE OF A CREATURE STANDING DIRECTLY ABOVE HER
BABY'S CRIB!!!!!!!!!!

EVELYN'S eyes travel down from the creature... to her baby's
crib where...

THE QUILT BEGINS TO MOVE!!!.... THE BABY... IS WAKING UP!!!

Suddenly... WE HEAR THE BEGINNINGS OF THE LOW HUM!!!

We see a flash of red reflected off the small plates... as
they open.
                                                          60.


WE HOLD ON EVELYN, her brain racing as fast as her heart, as
she slowly looks at THE PLATES ROTATING... SCANNING THE ROOM.
Suddenly... Her breath stops... as EVELYN...

STANDS UP!!!!!

As she stands... We watch the rings in the water from EVELYN
flow through the room... TO THE CREATURE!! The plates
immediately turn down toward the rings in the water.

EVELYN looks over to the water running down the steps... then
back to the creature. It is clear it can't place exactly
where she is due to the sound of the dripping water.

WE FOLLOW on EVELYN'S back as she begins to slowly... MOVE
THROUGH THE WATER!!!

Suddenly... the red lights from the barn above begin to
DIM... and illuminate THE CREATURES BACK!!!

WE GO CLOSE on it's small plates completely opened up and
vibrating... WE TRAVEL CLOSE up it's back through the tunnel
of receiving its plates have created and end CLOSE ON the
cavernous holes in it's head where the information is
processed.

When suddenly... EVELYN, with an unnerving calm...

REACHES INTO THE CRIB!!!!

CLOSE ON the crib to reveal...

THIS NEWBORN BABY... IS WIDE AWAKE!!!!

CLOSE ON EVELYN, as she places the baby on her shoulder as...
SHE BEGINS TO SLOWLY WALK BACKWARDS!!!!

EVELYN'S POV as we watch... THE CREATURE's plates begin to
turn on its body... they are turning... TOWARD EVELYN...

THE WATER BEGINS TO MOVE as... THE CREATURE TURNS TO EVELYN!!

WE GO CLOSE ON THE VIBRATING WATER TRAVELING TO EVELYN...

UP ON EVELYN as she closes her eyes and continues walking
backward, when suddenly we see... A GUSH OF WATER CASCADING
BEHIND HER.

Without flinching, EVELYN COVERS THE BABY... AND WALKS RIGHT
THROUGH THE CASCADING WATER suddenly... DISAPPEARING!

ON EVELYN, her back pressed up against the dirt wall. The
water pouring only inches from her face... like a small
waterfall.
                                                               61.


     Then just in front of EVELYN... distorted behind the
     waterfall... THE CREATURE SLOWLY ENTERS... then...

     Though our view is skewed through the water... IT OPENS IT'S
     MOUTH!!! Even through the distortion, we still understand
     what we're seeing is A LONG CRESCENT OF RAZOR SHARP TEETH!!!!


82   EXT. CORNFIELD - NIGHT                                       82

     From black... a flashlight slices into frame, illuminating
     the looming corn stalks on either side as WE MOVE SLOWLY
     along a thin sand path that cuts through the dense corn.

     LEE walks into frame.

     He comes to the end of the thin path and arrives at... THE
     OVERGROWN TRACTOR.

     ON LEE'S face as he scans the area with his flashlight.

     ON POV of flashlight as it floods the tractor with light.

     LEE moves around the tractor... then stops.

     POV of flashlight... BLOOD!!


83   EXT. SILO- ROOF - NIGHT                                      83

     The lid of the box closes to reveal REGAN.    The sadness that
     has overtaken her... blends into anger.

                         REGAN (SIGNING)
               We can't stay here. We need to
               move.

     MARCUS shakes his head.

                         MARCUS (SIGNING)
               He'll come for us.

     REGAN shoots a look at him... and then walks AROUND THE EDGE
     OF THE SILO to the ladder. MARCUS begins waving his arms
     wildly. As REGAN turns to mount the first rung of the
     ladder... she looks back at him.

                         MARCUS (SIGNING) (CONT'D)
               He WILL come for us.

     REGAN's sadness turns to anger.

                         REGAN (SIGNING)
               He'll come for YOU!
                                                                62.


     MARCUS shakes his head, signing as he steps toward her.

                          MARCUS (SIGNING)
               No.   You're wrong! I--

     And in the blink of an eye......

     MARCUS PLUNGES OUT OF FRAME!!!

     ON REGAN'S face as we hear... THE BOOMING SOUND OF METAL
     RIPPING OPEN!!!


84   INT. BARN - SAFE ROOM - NIGHT                                 84

     EVELYN pinned against the wall... THE CREATURE's mouth open!
     When suddenly...

     The CREATURE immediately turns its head... Toward the sound
     of the SILO.

     SUDDENLY ITS GONE!


85   EXT. CORNFIELD - TRACTOR - NIGHT                              85

     THE LOUD SOUND OF GROANING METAL ECHOES across the sky above
     LEE.

     He immediately jumps on top of the tractor.   WE FOLLOW as:

     OVER LEE'S BACK WE NOW SEE ABOVE THE VAST CORNFIELDS... TO
     THE SILO. Then...

     ANOTHER SOUND...

     LEE slowly turns only his head as we hear... a low, growling
     hum... almost like that of a swarm of bees.

     WE TRAVEL AROUND LEE 180 degrees and follow his gaze now
     toward the FARMHOUSE and BARN... and...

     DARK SNAKING LINES CUTTING THROUGH THE CORN!!!

     1 line... no 2... no... 4!!!

     THE SOUND GROWS LOUDER AND LOUDER as WE TILT with these
     rushing lines... HEADING STRAIGHT FOR LEE.

     ON LEE'S face as he looks on in horror at this unstoppable
     reality, as the lines... and the SHADOWS causing them...

     SLICE THROUGH THE CORN AROUND HIM!!!
                                                                63.


     WE MOVE BACK AROUND LEE as he spins around to watch the lines
     head directly for...


86   EXT. SILO- ROOF - NIGHT                                      86

     REGAN runs to the edge of the hole to see... Two giant trap
     doors of the silo roof swinging... GROANING BACK AND FORTH!!!

     Many feet below, we see MARCUS... waist deep in a mountain...
     OF CORN.

     REGAN'S body quakes as she does everything she can to resist
     the urge to call out when suddenly... MARCUS MOVES!

     MARCUS looks up at his sister as he wiggles and squirms,
     desperately trying to get free. But with every movement
     MARCUS... BEGINS TO SINK!!!

     REGAN signs to her brother to stop moving!!   When suddenly...

     BANG...BANG!...BANG!!!!!!!

     ON REGAN as she places her hands on the SILO metal... as it
     now vibrates with each blow!

     Then... A SCREEEEEEEEEEEEECH!!!!

     BANG!!!... BANG!!!... BANG!!!

     MARCUS now thrashes wildly from fear!... AS HE SINKS EVEN
     FASTER!!!

     ON REGAN as she tries to sign to her brother frantically when
     suddenly...

     ONE OF THE SWINGING TRAP DOORS RIPS FREE FROM THE SILO AND
     PLUMMETS TOWARD MARCUS!

     As the steel door crashes into the corn like a guillotine
     only inches away from him, MARCUS lunges out of the way!!!...
     That desperate quick movement... causes the corn to give way
     even more... as it now engulfs MARCUS up to his chest!!!

     Suddenly....A CRACK OF LIGHT PIERCES THROUGH THE SILO
     WALL.... AND THEN ANOTHER!!!... THE CREATURES ARE TRYING TO
     CLAW THROUGH!!!

     ON REGAN as she tries to process it all and then finally...

     SHE JUMPS DOWN INTO THE HOLE!!!!!!!
                                                             64.


87   INT. SILO - NIGHT                                            87

     REGAN lands feet first into the packed corn... which
     immediately engulfs her to her waist!!! She begins to
     scramble toward her brother... SHE TOO SINKING FURTHER INTO
     THE CORN.

     REGAN begins to push the fallen steel door toward her
     brother.

     ON MARCUS as he desperately reaches his hand out toward the
     door... his face beginning to sink under the corn!!!

     REGAN makes one last desperate push of the door toward her
     brother's hand... AS CORN ENGULFS HER TO HER CHEST!!!

     In one swift move, MARCUS places his hand onto the fallen
     silo door that sits atop the corn like a floating log in a
     river.

     MARCUS's hand grabs hold of the steel and begins to pull
     himself out. As he gets his arm up on the steel door, he
     turns back and reaches for his sister... WHO IS NOW ENGULFED
     UP TO HER NECK!!!

     MARCUS immediately reaches back to grab her hand... but REGAN
     shakes her head and motions for him to stop! Then... she
     takes one last deep breath as...

     HER FACE DISAPPEARS INTO THE GRAIN!


88   INT. SILO - NIGHT                                            88

     DARKNESS...

     A whirring of dense sound, like that of heavy rain on a car
     roof. Trickles of fading light as the sound grows quieter...
     and quieter and then... is gone.


89   INT. SILO - GRAIN PILE - NIGHT                               89

     MARCUS ferociously claws at the grain where his sister once
     was when suddenly...

     HE BEGINS TO MOVE!

     MARCUS looks back across the mountain and sees that the corn
     IS BEGINNING TO POUR OUT OF A HOLE BEING MADE BY SLASHING
     CREATURES!!!! And as the corn pours out the side, the corn
     MARCUS sits atop... BEGINS TO GIVE WAY AND SLIDE TOWARD THE
     HOLES... AND THE CREATURES!
                                                                65.


90   INT. SILO - NIGHT                                            90

     DARKNESS...

     Faintly... The whirring sounds slowly begin to fade back in.
     And with it a muted...

     ...boom....boom!...

     Tiny shafts of light begin to poke through our dark world as
     the sound grows...

     ...Boom!.....BOOM!... Suddenly...


91   INT. SILO - GRAIN PILE - NIGHT                               91

     A HAND POPS OUT OF THE CORN RIGHT NEXT TO MARCUS!!!

     The cascading corn... is actually sliding away at such a
     fierce rate that it unearths...

     REGAN'S FACE AS IT POPS OUT FROM THE CORN!!! REGAN takes
     in... the deepest breath of air her lungs can handle.


92   EXT. CORNFIELD - DAWN                                        92

     LOW ON a sand path cutting through thick cornfields on either
     side as... LEE rounds the corner and sprints as fast as he
     can, his flashlight thrashes through the night sky.


93   INT. SILO - DAWN                                             93

     ON MARCUS as he wraps his arm around his sister and pulls her
     up to the steel door.

     ON REGAN, sweating... breathing heavily... She looks to
     MARCUS... who is looking away??

     MARCUS puts his finger to his mouth to tell his sister to be
     quiet.

     Now with MARCUS, we suddenly realize... THE BANGING HAS
     STOPPED!

     MARCUS grabs his flashlight and shines it down toward the
     hole created by the creatures... NOTHING!

     MARCUS shines the flashlight to another set of slash marks on
     the silo wall... NOTHING!
                                                           66.


MARCUS shines the flashlight across the now still corn...
SILENCE!

Then suddenly... A SQUEAK!!!!

MARCUS' flashlight launches up to the roof of the silo...
where the second of the two doors squeaks back and forth.

MARCUS' flashlight looks all around the trap door... All
around the roof... NOTHING!!!

As MARCUS leads the light back down the silo wall, he briefly
illuminates REGAN, when suddenly...

BOOM!!!!
THE CREATURE JUMPS DOWN INTO THE LIGHT!!!!   IT'S PLATES AND
MOUTH FULLY OPEN!!!!

REGAN looks up to the creature in horror and then whips
around... and tackles MARCUS off the door!!!

THE CREATURE STEPS TOWARDS THE KIDS!!!

REGAN grabs the edge of the door and lifts it over her and
MARCUS' heads!

PINNED UNDERNEATH THE SILO DOOR, MARCUS looks over to his
sister to see... SHE IS HOLDING HER EAR... NEARLY CONVULSING
WITH PAIN!!!   Not knowing what is happening to her he slowly
reaches out his hand to her when suddenly...

BANG!!!
A GIANT CLAW RIPS THROUGH THE SILO DOOR, RIGHT BETWEEN THE
TWO CHILDREN!!!

The children stare at the claw, horrified when suddenly...

THE CLAW BEGINS TO SHAKE... AS IF HAVING A SEIZURE!

After a long moment of seizing up... THE CLAW RIPS BACK
THROUGH THE DOOR... AND IS GONE??

WE HEAR THE TERRIFYING SCREEEEEEEEECH OF THE CREATURE!!!

Then... the sounds of SLASHING METAL!!! WE BARELY SEE THE
CREATURE AS IT BURSTS IN AND OUT OF FRAME... SCRATCHING AND
SLASHING AT THE SILO... TRYING TO GET.... OUT!!!!

Suddenly, a HORRIFYING RIPPING SOUND!!! And then...
                                                                 67.


      SILENCE....

      The children look at each other.... silent... waiting.

      After a long moment, REGAN and MARCUS begin to slide the silo
      door off of them... and peak out.

      MARCUS picks up the flashlight and shines the light all
      around the silo... then suddenly stops... The children just
      stare... AS WE SLOWLY PULL BACK TO REVEAL...

      AN ENORMOUS HOLE TORN THROUGH THE SILO!!!

      MARCUS looks back to his sister... breathing heavily... WHAT
      JUST HAPPENED?


A94   EXT. SILO - DAWN                                            A94

      WE GO WIDE to REGAN and MARCUS jumping down from the same
      large hole... onto a large pile of corn that has spilt out
      into the night... THEY ARE COMPLETELY ALONE.

      MARCUS suddenly grabs REGAN'S hand and pulls her to her feet.

      ON THE BACKS OF THE KIDS as they sprint through the farm
      equipment graveyard holding hands...

      Suddenly, REGAN turns to head into the cornfields... MARCUS
      yanks her arm to stop her.

      REGAN looks at her brother... The look in his eye is begging
      her to trust him... she does as MARCUS pulls her to his safe
      place... the PICK UP TRUCK at the end of the driveway!

      As they arrive at the truck MARCUS expertly disappears
      through the cab's driver's side window... REGAN instinctively
      dives underneath the truck.

      WE SLOWLY PULL BACK on the truck. MARCUS' head pokes up from
      the back window of the cab. REGAN lies still underneath.
      They are split up... but safe.


94    EXT. SILO - DAWN                                             94

      WE MOVE along a sand path, just as we did in the beginning of
      the movie, where the end of the cornfield opens into a
      clearing to reveal... THE WORK TRUCK off to the far left.
      LEE appears into frame.

      ON LEE as he shines the flashlight... scanning the scene.
                                                      67A.


HIS POV as it is... eerily quiet. LEE's flashlight shines
all the way to the far right onto the gaping hole in the
SILO... BUT THERE ARE NO CREATURES. Just the cement mixer
and some tools tipped onto the ground.
                                                                68.


     Fearing the worst... LEE makes his way to the hole.

     ON REGAN as she lifts her head to see the light shining on
     the SILO... and her father walking toward it. Her eyes go
     wide. She begins to shake her head... then wave her arms as
     best she can... no... no... NO!... but LEE doesn't see her.

     LEE begins to walk slowly toward the SILO.


95   INT. FARMHOUSE - BASEMENT - DAWN                             95

     WE ARE OVER THE STAIRS looking through the basement to the
     monitors.

     Suddenly... A dripping wet foot steps into frame... and then
     another as...

     EVELYN descends the stairs, holding the baby!


96   INT. TRUCK - DAWN                                            96

     Through the rearview mirror we see reflections of LEE's
     flashlight as it scans up and down the SILO behind.

     ON MARCUS as the dim light reflects onto his closed eyes...
     and he wakes up. In the rearview he sees the flashlight and
     immediately spins to look out the window at his father...
     standing only yards from the hole. The smallest whisper...

                         MARCUS (WHISPER)
               ...Dad... no... NO....

     Overcome with fear, MARCUS instinctively slides to the driver
     side door... AND OPENS IT!!!!


97   EXT. TRUCK - DAWN                                            97

     As the driver's side door wrenches open, the age of the truck
     and the years without use become painfully evident as...

     IT MAKES A HIGH PITCHED SHRIIIIIIIIIIIIEEEEEEEEEEK!


98   EXT. SILO - DAWN                                             98

     Almost transported back to that fateful day on the bridge, we
     watch as LEE's head slowly turns as he raises his light onto
     the truck and... his son!!

     Then, just as he did on the bridge... knowing what comes
     next... LEE RUNS!!!
                                                                69.


99    EXT. TRUCK - DAWN                                           99

      REGAN rolls out from under the car, grabs her brother and
      safely tackles him into the car, closing the door behind
      them.


100   INT. TRUCK - DAWN                                           100

      REGAN puts her brother down onto the floor of the truck
      underneath the steering wheel for protection... and then hops
      over to the passenger side, sits up... and looks out the back
      window.


101   EXT. SILO - DAWN                                            101

      ON LEE... running.

      ... Desperately trying to keep his promise to his wife...


102   INT. TRUCK - DAWN                                           102

      OVER REGAN, as she watches her father sprinting towards
      them...

      When suddenly behind him... TWO SHADOWS!!!


103   EXT. SILO - DAWN                                            103

      OVER LEE as he sprints as fast as he can towards the truck,
      now only 40 yards away...30...

      THEN... on either side of LEE...

      TWO SHADOWS BLOW PAST HIM!!!   RACING, SCRAMBLING, CLAWING...

      Still in full sprint, LEE watches...

      AS THE FIRST SHADOW CLOSES IN ON THE TRUCK!!!!


104   INT. TRUCK - DAWN                                           104

      OVER REGAN looking out the back window as the creature gets
      closer...closer...

      THE BEEEEEEEP ONCE AGAIN BEGINS TO GROW... and GROW. Just as
      the creature is about to make impact... REGAN, not wanting to
      experience that pain again... TURNS THE HEARING AID OFF....

      We are now in total silence.....
                                                                70.


      REGAN looks down at her brother on the floor... Just as....

      BANG!... THE TRUCK THRASHES VIOLENTLY!!!

      The kids grab onto... whatever they can...

      BANG!!!!!!!!!... THE TRUCK THRASHES VIOLENTLY AGAIN!!!!


105   EXT. TRUCK - DAWN                                           105

      Now outside REGAN's perspective... and in LEE's... we can
      hear the full sound of the violent attack!

      OVER LEE, WE SEE THE TRUCK BEING SMASHED...

      LEE KEEPS RUNNING!


106   EXT. TRUCK - DAWN                                           106

      FROM UNDERNEATH THE TRUCK we see the front wheels slide
      forward in the sand.

      BANG!!!

      The front wheels slide again. This time... they begin to
      disappear over the edge of the clearing... and down the long
      driveway...


107   INT. TRUCK - DAWN                                           107

      BACK IN SILENCE

      ON REGAN AND MARCUS as she holds her brother and looks around
      the cab for options. Suddenly, out the passenger side window
      she sees...

      ANOTHER CREATURE BURST OUT OF THE CORN AND... SLAM INTO THE
      PASSENGER SIDE DOOR!!!!

      GLASS SHATTERS!!!... And the truck... LIFTS UP!!!


108   EXT. TRUCK - DAWN                                           108

      ON LEE'S BACK, SPRINTING, now only twenty yards away... when
      he sees the right side of the truck lift high into the air.
      For a moment it looks as though it is going to tip all the
      way over... Then SMASHES BACK DOWN TO THE GROUND!!

      We now bear witness to something eerily familiar as LEE's
      BODY... GIVES OUT ON HIM.
                                                                 71.


      WE CIRCLE around LEE as HIS FEET SCRAPE TO A STOP... HIS
      SHOULDERS LOWER.

      WE END OUR MOVE on LEE's face as he scans the smashed
      truck...

      His eyes seem to actually flicker as his brain fires and
      misfires... trying to process this nightmare... this LOSS...

      When suddenly...


109   INT. TRUCK - DAWN                                           109

      ON REGAN, jammed down into the floor of the passenger seat.
      She reaches over to her brother... and lifts his head. MARCUS
      opens his teary eyes, shaken... but alive. REGAN slowly
      rises up onto the seat... And through the smashed window...
      MAKES DIRECT EYE CONTACT WITH HER FATHER...


110   EXT. TRUCK - DAWN                                           110

      WE ARE CLOSE ON LEE as he registers this miraculous sight of
      his daughter and watch...

      AS THE MOST JOYFUL SMILE EXPLODES ACROSS HIS FACE!

      LEE breathes heavily... taking in this new information...
      this second chance... then...

      LEE slowly brings his hands to his chest...

      AND SIGNS....



                          LEE (SIGNING)
                ... I love you.


111   INT. TRUCK - DAWN                                           111

      As REGAN looks out at her father, confused... moved... Why
      did he just say that?...when suddenly...

      ONE OF THE CREATURES CLIMBS UP ONTO THE TRUCK'S HOOD,
      crushing it from the weight...


112   EXT. TRUCK - DAWN                                           112

      ON LEE... as he signs to REGAN again...
                                                               72.


                              LEE (SIGNING)
                    I have... always... loved you.


112A   INT. TRUCK - DAWN                                       112A

       ON REGAN... as tears stream down her face...

       Above her... the roof begins to cave in from the weight of
       the creature!!!!


112B   EXT. TRUCK - DAWN                                       112B

       ON LEE as he watches the CREATURE make his way up to the roof
       of the truck... AND REAR BACK...

       FOR THE FIRST TIME...WE SEE THE CREATURE IN FULL!!!!
       IT'S ARM HELD HIGH ABOVE ITS HEAD AS IT READIES FOR A
       KILL!!!!

       LEE.......

       TAKES A DEEP BREATH....

       AND...



       SCREAMS....




                              LEE
                    I LOVE YOU!!!!!!!!!!!!!!!!!




       ........ ALL SOUND CUTS OUT!!!!



       Time seems to slow almost to a stop as:

       MARCUS' eyes shoot open... knowing exactly what his dad is
       doing...
                                                                 73.


      The CREATURES scramble off the truck... AND IMMEDIATELY
      CHARGE FOR LEE!!!!

      REGAN scrambles in the seat helplessly as she looks out at
      her father mid scream...

      MARCUS looks up to his sister in the truest of pain...

      And then down...

      CLOSE ON... THE EMERGENCY BRAKE as...

      MARCUS REACHES OUT, GRABS THE BRAKE... AND RELEASES!!!!!


113   EXT. TRUCK - DAWN                                           113

      OVER LEE as the CREATURES SPRINTS TOWARD HIM... CLOSER...
      CLOSER.

      IN THE BACKGROUND, the truck begins to roll down the hill.


114   INT. TRUCK - DAWN                                           114

      THROUGH THE BACK WINDOW our frame begins to jiggle as we see
      the CREATURES close in on LEE...

      WE WATCH as REGAN scrambles up the seat higher and higher
      desperate to see her father one last time... and then...

      As the truck rolls down... OUR FRAME TILTS UP... AWAY FROM
      LEE... UP THE WALL OF THE SILO...

      AND INTO THE BREAKING MORNING SKY


115   INT. TRUCK - DAWN                                           115

      TOTAL SILENCE...

      OVER REGAN ONTO MARCUS as they both stare straight...

      Their faces vacant as they rattle and bounce as the truck
      barrels down the long driveway toward the barn.

      Instinctively, MARCUS' hands raise into frame... and grab the
      wheel...

      He is finally driving... as he begins to cry.
                                                                 74.


116   INT. FARMHOUSE - BASEMENT - DAWN                            116

      CLOSE ON MONITORS... As EVELYN's face comes into frame...

      OVER HER SHOULDER TO THE MONITOR we see she is looking at...

      THE TRUCK BARRELING DOWN THE HILL...


117   INT. FARMHOUSE - BATHROOM - DAWN                            117

      CLOSE ON LEE's shotgun laying on the floor. Suddenly...
      EVELYN's hand comes into frame and grabs it!


118   INT. FARMHOUSE - LIVING ROOM - DAWN                         118

      THROUGH THE LIVING ROOM WINDOW, WE LOOK OUT onto the
      cornfields... and up to the silo. Suddenly... We see a tiny
      pick up truck appear and rumble down the dirt road.

      WE SLOWLY PULL BACK through the living room as the truck
      rolls past the next window... and then the next. AS WE NOW
      PULL OUT of the living room and into the front hall,
      suddenly... EVELYN appears walking down the staircase, almost
      vacant. She is carrying the shotgun!

      WE CONTINUE TO MOVE, NOW ON EVELYN'S BACK... as she slowly
      walks out the front door and down the front steps. As she
      steps down to the sand path... THE PICK UP TRUCK SLOWLY
      RUMBLES TO A STOP AT THE END OF THE PATH!!!

      MARCUS AND REGAN pop out of the truck and run as fast as they
      can into their mother's arms!!!

      EVELYN ENVELOPES HER CHILDREN WITH EVERYTHING SHE HAS!!!... A
      moment she wasn't sure she would ever get again!... then...

      ON EVELYN's face as she slowly turns her head back toward the
      silo... TO SEE WHAT'S COMING...


119   INT. FARMHOUSE - BASEMENT STAIRS - DAWN                     119

      WE LOOK DIRECTLY up the basement stairs toward the warm
      hallway at the top.

      Suddenly... EVELYN steps into frame carrying MARCUS, and
      rushes down the stairs and into the basement.

      Then... REGAN takes a long step into frame.   Her silhouette
      looks down the dark stairwell.
                                                       74A.


After a moment, she slowly puts her foot down on the first
step... and nothing happens.

For a brief moment... she looks behind her... but no one
comes.
                                                                 75.


120   INT. BASEMENT - DAWN                                        120

      WE ARE ON THE STAIRS as REGAN's feet step down into frame.

      As REGAN reaches the basement floor, she pauses a moment,
      still looking at her feet... and then slowly turns.

      EVELYN picks the baby out from a box and grabs MARCUS tight.

      We watch REGAN's face as she enters her father's workspace...
      FOR THE FIRST TIME!!! She is stunned.

      OVER REGAN as she steps down and begins to walk through the
      room. Her eyes track, AS WE DID WHEN WE FIRST SAW THE ROOM,
      past the TOWERING WALL OF SECURITY MONITORS... along the wall
      of NEWSPAPER CLIPPINGS, NOTES, AND SCIENTIFIC IMAGES. Her
      eyes continue now toward her father's WORK STATION. THROUGH
      BOXES OF SALVAGED ELECTRICAL EQUIPMENT and onto... LEE'S HEAD
      PHONES. REGAN picks up the head phones and follows the
      wire... TO HER FATHER'S HAM RADIO. She looks down at the
      knob her father used to search... and the microphone he used
      to reach out. For the first time REGAN sees... REGAN
      REALIZES... THIS is what her father was doing all this time.
      THIS is what he was doing... FOR THEM! ON REGAN taking all
      this in, when her eyes move just slightly to the side... and
      she freezes.

      EVELYN immediately turns and gestures to her children to
      follow her behind the water heater... they must hide.

      REGAN... doesn't move. OFF HER FACE... WE BOOM DOWN SLOWLY
      BEHIND the shelves of LEE'S sacred workspace... past circuit
      boards... salvaged electronics and exposed wiring... and LAND
      ON A SHOT DIRECTLY ACROSS LEE'S DESK... TO REGAN's HAND...

      AS REGAN reaches out, WE RACK FOCUS to... THE PILE OF HEARING
      AIDS HER FATHER HAD BEEN WORKING ON ALL THIS TIME.

      REGAN'S hand pushes into the pile like a shovel... and
      emerges with a handful of hearing aids...

      Suddenly... THE FLOORBOARDS ABOVE THEM CREAK!!!

      MARCUS and EVELYN look up.   REGAN... does not... Because she
      can't hear it.

      EVELYN immediately grabs MARCUS and heads for the water and
      oil tanks. She sits MARCUS down safely... and then places
      THE BABY IN HIS ARMS... and turns.

      MARCUS takes in his new sibling for the first time.

      OVER REGAN, COMING INTO FOCUS... is EVELYN, still carrying
      the shotgun. She kneels by her daughter's side.
                                                           76.


                    EVELYN (SIGNING)
          We have to hide, my love.

REGAN slowly turns to her mother... and shows her the hearing
aids.

EVELYN looks down at her daughter who for the first time...
is weeping... our tough warrior princess, in this moment...
is still just a little girl.

EVELYN stares into the pained eyes of her little girl when
suddenly... REGAN's eyes begin to rise... higher... and
higher above EVELYN.

WE CUT TO EVELYN TO SEE...

A LARGE SHADOW RISES UP BEHIND HER!!!!

EVELYN seeing REGAN's eyes rise... just knows.

In one swift motion EVELYN suddenly springs up... and aims
the shotgun directly at the CREATURE.

WE CUT WIDE to see... and hear, the room... is totally still.

For the rest of this scene...Like the greatest of westerns,
we are in the most epic... of standoffs. Time... stands
still. Air... doesn't move. Tension... is dripping from the
walls.

ON REGAN... holding her breath... just stares

ON MARCUS... frozen behind the water tank... just stares.

ON EVELYN... arm outstretched, with weapon ready... just
stares.

ON THE CREATURE... SLOWLY OPENING ITS PLATES!!!!

As the monitors once again... go fuzzy.... Each of the humans
can only watch as these small plates open with the suction of
anatomical goo...

They can only watch as the plates crackle ever so slightly...
as they turn... and search...

...for the sound that will end it all.

CLOSE on sweat dripping down from MARCUS's forehead. TRACKING
DOWN MARCUS' face, we see the inevitable path his sweat will
take until we leave his face and arrive on... The baby.

CLOSE ON EVELYN's arm... as it begins to quiver...
                                                           77.


CLOSE ON EVELYN'S eyes as her brain makes the realization...
she can't hold this gun much longer...

CLOSE ON THE CREATURE... as it opens more... and more plates!

CLOSE ON REGAN, her eyes begin to search the room... her
father's room looking for something... ANYTHING!

REGAN's POV as her eyes search the room... search the wall...
search the boards. Finally her eyes land on one specific
thing on her father's board... She sees the phrase...

`WEAPON??'.
Suddenly...

REGAN... reaches up to touch her mother's arm.

EVELYN looks down at REGAN...

REGAN gently shakes her head then gently touches EVELYN's
arm... and slowly lowers the gun.

EVELYN looks down at her daughter... her eyes begin to well
up... this is it... This is the end.

EVELYN slowly reaches out to take REGAN's hand.   As REGAN's
hand begins to clasp into hers... SHE STOPS...

EVELYN looks down to see REGAN slowly pull her hand away...
and open it up. There in the palm of REGAN's hand... are
hearing aids.

REGAN slowly turns to her father's work bench to see the pile
of hearing aids her father... made... sitting just in front
of the microphone of the HAM RADIO.

REGAN looks back up to the board at the phrase...
"WEAPON??".

REGAN looks to the creature still searching the room for
sound.

REGAN raises her hand to her ear... AND TURNS HER FATHER'S
HEARING AID BACK ON!

Immediately.... THE EXCRUCIATING BEEEEEEEP FLOODS OUR WORLD!

Suddenly THE CREATURE... STOPS!   IT'S PLATES... SNAP SHUT OUT
OF PROTECTION!!!!!!

REGAN looks on as the CREATURE SCRAMBLES BACK IN OBVIOUS
PAIN!
                                                         78.


After a moment REGAN... SWITCHES THE HEARING AID OFF!

...SILENCE...

EVELYN looks down at her daughter...

REGAN... slowly moves her hand across her father's workbench
to... THE HEADPHONES.

THE CREATURE... NOW SCREEEEEEEEEEEECHES!!!!... slowly gets
back to it's feet ... AND TURNS DIRECTLY TOWARD REGAN!!!

REGAN's fingers travel up the black cord of her father's
headphones to... THE HAM RADIO! Suddenly REGAN unplugs the
headphones from the HAM RADIO as we hear... A POP OF FEEDBACK
FROM THE NOW OPEN SPEAKER!!!!

THE CREATURE.... SCREEEEEEEEEECHES... AND MOVES FOR REGAN!

Just then...

WE ARE ON MARCUS who's sweat has indeed made it to his
chin... THEN FALLS.

WE FOLLOW THE SWEAT... AS IT HITS THE BABY... THE BABY BEGINS
TO CRY!!!!

THE CREATURE SUDDENLY WHIRLS AWAY FROM REGAN TOWARD THE TANKS

TIME SLOWS DOWN....

ALL IN ONE MOMENT....

- REGAN reaches her hand up to her ear... AND REMOVES THE
HEARING AID HER FATHER MADE HER

- THE CREATURE REARS UP TO STRIKE THE WATER TANK!

And in that exact moment, REGAN... EXTENDS HER ARM...

..... WE WATCH AS REGAN PLACES HER HEARING AID...

..... ONTO THE MICROPHONE!!!!

CLOSE on the HAM RADIO SPEAKER....

AS THE BRAIN PIERCING BEEEEEEP BLARES OUT!!!!!

With the sound now HUGELY more powerful and piercing we see:

THE CREATURE suddenly...SHOOTS UP DEAD STRAIGHT... ONCE AGAIN
IT'S PLATES SNAP SHUT!!!... IT'S HEAD POINTED TO THE
CEILING... IT'S BODY QUAKES! TENSE... WITH AGONY!!!
                                                          79.


ON REGAN as her face... DOESN'T CHANGE... SHE IS SAFE NOW
THAT SHE ISN'T WEARING THE HEARING AIDS.

CLOSE ON THE CREATURE... AS EVERY PLATE ON ITS BODY CLENCHES
TIGHTER... TIGHTER... ALMOST DIGGING INTO THE CREATURE'S OWN
SKIN. And then... THEY BEGIN TO SHAKE!

THE CREATURE SCREEEEEEEEEECHES ONCE MORE IN PAIN AS IT NOW
FALLS BACKWARD TO THE FLOOR!!!

The plates... SHAKE MORE VIOLENTLY NOW... and that creates a
sound. Something between that of a cicada right next to your
ear... and the sound of a house fan's blade rubbing against
the cage its enclosed in, the sound... IS AWFUL!

Just then... A POPPING SOUND. And then another... as the
frequency of the sound short circuits the plates to the point
that they... BEGIN TO POP OPEN... AND THEN GIVE WAY!!!

As plates now begin to go limp, for the first time... WE SEE
INSIDE OF THE CREATURE!!! A VAST AND COMPLEX SYSTEM OF HOLES
AND CHAMBERS THAT CAVITATE SOUND!

THE CREATURE CONTINUES TO SCURRY BACKWARD THROUGH THE ROOM TO
THE DARK CORNER AT THE BACK REACHING FOR SOMETHING...
ANYTHING TO STOP THIS SOUND... THIS PAIN!

AS IT REACHES THE BACK WALL IT SUDDENLY STOPS. PLATES HANG
LIKE LIMP PETALS OF A FLOWER... AS BLACK FLUID BEGINS TO
TRICKLE OUT...

REGAN... TURNS OFF THE HEARING AID...

      SILENCE....
...

The only sound that can be heard is the CREATURE'S inner
anatomy as it rises and slowly falls... as if gasping for
life...

EVELYN and REGAN look over to the water tanks... AS MARCUS
SLOWLY STANDS UP... HOLDING THE BABY

EVELYN takes one step toward him when...

THE CREATURE LEAPS OUT OF THE DARK... AND LAUNCHES, ARM
EXTENDED TOWARD REGAN!!!

ON THE CREATURE.... BEHIND THE LIMP PLATES WE NOW SEE THE
DISGUSTING FACE OF THE CREATURE. LARGE, BLACK... AND LONG
AGO EVOLVED AWAY... EYE SOCKETS ARE THE LAST THING WE SEE AS
THE CREATURE LETS OUT A NOW DISTORTED AND THUS MORE
HORRIFYING SCREECH!!!!
                                                           80.


ON REGAN... AS HER EYES CLOSE.... SHE'S READY....

When suddenly...

EVELYN STEPS INTO FRAME........... SHOTGUN RAISED...




BLAM!!!
THE CREATURE'S HEAD...... EXPLODES.....

...Silence...

REGAN and EVELYN look to the CARCUS at they're feet....
DEAD!
After a long moment... from outside, off in the distance...
we hear a muffled... SCREEEEEEECH.

And then... ANOTHER... AND ANOTHER... The other creatures....
HEARD THE SHOT!....

REGAN and EVELYN slowly look to the monitors... as their
images once again flicker to life. On each of the
monitors... a quiet, undisturbed landscape....

Then suddenly in one of the monitors off in the left
corner... A CLAW STEPS INTO FRAME!!!!

In another monitor... A SHADOW FLASHES PAST THE SCREEN.

Then another monitor... ANOTHER CREATURE... AND ANOTHER...
AND ANOTHER... THE CREATURES ARE RACING TOWARD THE
FARMHOUSE!!!

EVELYN slowly turns... and looks down at her daughter.

REGAN looks up at her mother for a long moment and then
reaches out her hand to the knob of the HAM RADIO..........
AND TURNS THE VOLUME UP ALL THE WAY!

EVELYN's face... changes... as she raises the shot gun into
frame........

AND COCKS IT!!!!
                     81.



BLACK

BEGIN CREDITS.....