The Hollow Man


				written by Andrew W. Marlowe
								  Red Wagon 
Prods. 
								Revised Draft 
6/26/98

	FADE IN:
	On complete darkness.
	A SMALL DOOR swings open.
	A circle of light reveals that we I re looking down the 
	length of a tube. At the far end of the tube, we see a 
	gloved hand dangling a rat. The hand shoves the 
	frightened rat into the tube and closes the door behind 
	it. The rat s stark white fur bristles and it begins to 
	pad down the tube s length.
	After several feet, the tube opens up into a dimly lit 
	cubicle. The rat hesitates and stops.
	The SOUNDS of gentle BREATHING whispers in the rat s 
	ears.
	The rat turns round to head back down the tube, but a 
	door swings shut, trapping it in the cubicle.
	The rat cowers as the BREATHING turns to SNORTING.
	The rat s head jerks around, looking for signs of danger, 
	but the cubicle is empty. The rat sees a water dish on 
	the far side of the cubicle - a place to hide - and 
	dashes toward it.
	But an invisible force descends.
	The rat squeals in agony as something smashes down on its 
	body, crushing it.
	A LOUD BELLOW rings out, and the rat flies into the air, 
	halting a few feet off the ground. Its body writhes, 
	struggling against the unholy force.
	Then a sick crunch of tiny bones snapping. All life 
	quickly drains from the levitating body. Dead eyes...
	The creature s corpse floats in mid-air. Then the white 
	fur of the rat explodes in a shower of blood.
	HUGE BLOOD SMEARED INCISORS appear, as do the red-slicked 
	ape- like lips. The gaping bloody mouth bites again into 
	the rat.
									
	CUT TO:
	INT. BEDROOM - NIGHT
	In the background we hear Jay Leno s monologue from the 
	Tonight Show. A small lamp and the glow from a computer 
	screen illuminates SEBASTIAN CAINE, late twenties with 
	the shabby good looks of a perpetual grad-student. Wiry 
	framed and wearing only boxer shorts, Sebastian sips 
	coffee from an  Einstein  coffee mug. He peers at a 
	complex computer rendered molecule displayed on his 
	screen. He pecks a few keys and the molecule shifts 
	slightly, then falls apart.
	Sebastian pulls a twinkie from a hostess box, unwraps the 
	cellophane and sucks it down. He attacks the keyboard 
	with renewed vigor.
	Another molecule appears on the screen. Sebastian s 
	fingers fly across the keyboard. The molecule blinks on 
	and off, it trembles and twists apart.
				SEBASTIAN
			Damnit.
	Sebastian pears out his window. Across the courtyard, a 
	light comes on in a neighboring window. He sees a 
	BRUNETTE, mid-twenties, absolutely stunning, enter her 
	living room. The Brunette thumbs through the mail, tosses 
	it and then begins to undress. Sebastian loans over to 
	the window, getting interested. But when the brunette 
	reaches her bra and panties, she crosses to the window 
	and lowers her shades.
				SEBASTIAN (cont d)
			Damnit.
	Sebastian leans back in his chair and closes his eyes. 
	He s obviously tired. He opens his eyes and stares up at 
	the ceiling. Painted across the white matte finish in big 
	red letters is a brief reminder -  You Should Be 
	Working.  Sebastian sighs, leans forward and begins 
	pecking away again.
										 
LATER:
	The television is now only static. We pan by his alarm 
	clock. 4 am. We find Sebastian pacing in front of his 
	computer.
	He gets an idea... slides back in his chair. Types away 
	again. The molecule reforms on the computer screen.
	He types a few more keys, waits, watches the molecule. 
	Nothing happens.
	He hits a few more keys and watches intently for a 
	reaction.
				SEBASTIAN
				 (beat)
			I am a goddamn genius.
	He hits a few more keys and a telephone keypad appears on 
	the screen. He dials.
									
	CUT TO:
	INT. ANOTHER BEDROOM - NIGHT
	Digital phone rings.
	In the bed, LINDA FOSTER, late twenties, stirs from a 
	deep sleep. As she straggles out of bed and over to her 
	desk, we notice a young man sleeping next to her.
	The ringing continues. She moves her computer mouse 
	around and her screen comes to life. She click on a 
	telephone icon and the ringing stops. A beat later, 
	Sebastian appears in a window on her screen.
				LINDA
			Sebastian, do you know what time it 
			is?
				SEBASTIAN (SCREEN)
			You know Da Vinci never slept. Said it 
			was waste of time.
				LINDA
			What is it this time?
	INTERCUT: SEBASTIAN S BEDROOM
	Sebastian peers at the image of Linda in the computer 
	window. He notices something behind her in the bed, the 
	young man sleeping face down.
				SEBASTIAN
			Who s that?
	Linda pulls the camera off the top of the of the computer 
	screen and positions it so Sebastian can t see the bed.
				LINDA
			Not your business. Not anymore.
				SEBASTIAN
			Touche.
				LINDA
			So you calling about anything in 
			particular, or were you just hoping to 
			catch me sleeping in the nude?
				SEBASTIAN
			I cracked the reversion.
	Upon hearing this, Linda receives a jolt of adrenaline.
				LINDA
			You cracked it?
				SEBASTIAN
			Look at this. 
	Sebastian hits a couple of keys. A moment later the 
	molecular structure appears on Linda s computer.
				SEBASTIAN
			Watch this.
				LINDA
			You sure?
				SEBASTIAN
			91% sure.
				LINDA
				 (astonished)
			Eleven months with no progress and you 
			suddenly come up with it out of the 
			blue? How?
				SEBASTIAN
			The usual. Coffee and twinkies.
				LINDA
			I hate you.
				SEBASTIAN
			I know. You think you could hunt down 
			Matt and get to the lab early. I want 
			Isabelle prepped for a live test.
				LINDA
			Yeah, I think I can find him. What are 
			you going to do?
				SEBASTIAN
			Well y know. It s daylight in 
			Switzerland. I gotta call the Nobel
			Committee and tell them to get our
			prizes ready. See you in a few.
	ON LINDA S COMPUTER SCREEN as Sebastian clicks off. Linda 
	crosses to her bed, and shakes the guy awake.
				LINDA
			Hey... come on.
	DR. MATTHEW KENSINGTON, late 20s too, stirs from under 
	sheets.
				MATT
				 (groggy)
			What?
				LINDA
			Sebastian just called. We gotta get to 
			the lab.
	Matt bolts up.
				MATT
			Shit! You didn t tell him I was here, 
			did you?
				LINDA
			Give me some credit, will ya.
				MATT
			So what s the rush?
				LINDA
			He cracked reversion.
	Matt pulls his jeans on.
				MATT
			Wanna ride down?
				LINDA
			We better take our own cars.
				MATT
			You re gonna have to tell him about us 
			eventually.
				LINDA
			I know. It s just You re his best 
			friend. He ll feel betrayed.
	EXT. WASHINGTON D.C. SKYLINE - DAY
	From a distance, the Nation s Monuments stand awash in 
	the harsh light of morning.
	CAMERA finds a BLACK PORSCHE as it pulls to the security 
	fence of a warehouse. The imposing structure is 
	surrounded by a chainlink fence and barbed wire.
	The Porsche is waved through security and heads straight 
	into the warehouse.
	INT. WAREHOUSE -DAY
	The Porsche pulls to a halt in a reserved parking space 
	and Sebastian exits, wearing a Hawaiian shirt, shorts, 
	and Birkenstocks. He notes the other cars parked in the 
	lot, then crosses to bunker in the center of the 
	warehouse, guarded by a MARINE, shouldering an M-16.
				MARINE GUARD
			Morning, sir.
				SEBASTIAN
			Morning, Ed.
				MARINE GUARD
			Your team s in early. Something 
			special going on?
				SEBASTIAN
			Sorry, Ed. You know the rules. 
	Sebastian presses his thumb against a glass screen. A 
	laser reads his print. 
	Scan readout: CAINE, SEBASTIAN 
	Clearance:    ALPHA ALPHA THREE 
	Division:	CLASSIFIED 
	The doors whisk open and Sebastian steps inside.
				MARINE GUARD
			Have a good day, sir.
	INT. ELEVATOR - DAY
	Inside the elevator is a numberless keypad. Sebastian 
	taps in his floor code.
				ELEVATOR (V.0.)
			Authorization please.
				SEBASTIAN
			Caine zero zero two seven.
				ELEVATOR (V.0.)
			Authorization verified. Good morning, 
			Dr. Caine. 
	The elevator descends with a groaning hum. It passes 
	below us and keeps descending into the belly of the 
	earth, the shaft goes down forever.
	INT. HABITAT S CORRIDOR
	We slowly push down a hallway panelled by Plexiglas 
	chambers. Each chamber looks as if it s tailored for a 
	specific animal, although no animals are visible.
	As we pass one habitat, something slams into the 
	Plexiglas and begins barking. Another HOWL joins in. Then 
	SCREECHING. Suddenly the hallway fills with a dozen 
	animal cries. THUMP.
	THUMP.
	The Plexiglas on several chambers vibrates as if angry 
	animals were slamming against it. But still, no animals 
	are seen.
	Above each chamber, VIDEO SCREENS display THERMAL IMAGES 
	revealing heat signatures of the various animals, but 
	they remain invisible to the naked eye. MATT taps on a 
	sheet of Plexiglas which seals off another seemingly 
	empty cage.
				MATT
			Isabelle ...
	The woodchips on the floor shift and suddenly the 
	Plexiglas steams up right in front of Matt s face. The 
	Plexiglas begins to shake violently.
				MATT (cont d)
			Calm down baby. Calm down. It s 
			okay...
	Matt takes a pair of thermal goggles from his belt and 
	pulls them down over his eyes. 
	THERMAL POV - A rather large heat signature, ape-like in 
	shape, rattles about the cage. Matt slowly unlatches the 
	Plexiglas door and reaches inside.
				MATT (cont d)
			It s okay, baby. It s okay. I m not 
			going to hurt you. Come here.
	THERMAL POV - he reaches out to the creature. He grabs 
	hold of it, firmly. Stroking it. The creature COOS. Matt 
	reaches for a hypo and brings it up to the creature.
				MATT (cont d)
			Just hold still. 
	Something clamps down on his hand, breaking his skin. 
	Blood erupts in a bite pattern.
				MATT (cont d)
			 Ow, shit.
	Matt drops the hypo and falls back. The cage door flies 
	open and something runs out. Matt pulls himself up to see 
	the heat signature running down the hallway. He turns 
	around to see another heat signature coming at him. Matt 
	pulls off his goggles to see Linda coming up the 
	Corridor.
				LINDA
			You okay?
				MATT
			She bit me.
				LINDA
			Yeah. She s become a lot more 
			aggressive in the last few days.
	Linda takes the goggles from Matt.
				LINDA (cont d)
			Go take care of that bite. I ll get 
			her.
				MATT
			And give you a chance to pull ahead? 
			Never.
	Linda opens a lock-box at the end of the hallway and 
	pulls out a two tranquilizer guns. She hands one to Matt.
	AROUND THE CORNER
	A slight distortion shimmers as something runs past us. 
	We hear HOOTS and FOOTSTEPS.
	Looking down the shadowy corridor, we hear grunting and a 
	haunting heavy breathing. The control door is closed 
	though and something large and angry is throwing itself 
	against it. We can t see anything.
	A few moments later, Linda and Matt round the corner, 
	wearing goggles and leveling their pistols.
				MATT
				 (ala Porky)
			Shh. Be vewy, vewy quiet. I m hunting 
			simians.   heheheheh.
				LINDA
			Knock it off.
				 (soothing voice)
			Isabelle!
	THERMAL POV - Dark hallway. Movement. A red shimmering 
	heat signature. It comes running at Linda. HOWLING. Linda 
	fires. A T-DART flies. Thwack... It stops in mid-air. 
	Then falls. But it doesn t hit the floor. Instead, it 
	stops inches above the ground. 
	THERMAL POV - the heat signature lies in a heap at 
	Linda s feet.
				MATT
			Good shootin , Tex.
				LINDA
			What s that make it?
				MATT
			I m still ahead. 6 to 5.
	Like a smug gunfighter, Linda blows imaginary smoke from 
	the top of her tranquilizer gun.
				LINDA
			But I m catching up.
	INT. CORRIDOR - DAY
	The elevator doors open and Sebastian steps out. He s met 
	by SARAH KENNEDY, early thirties, a fiery red-head.
				SARAH
			Can I have a word?
				SEBASTIAN
			Most normal people say good morning.
				SARAH
			Don t you think you should test the 
			protocol on the liver samples before 
			you inject Isabelle?
				SEBASTIAN
			How many tissue samples have we 
			successfully regressed? Hundreds, 
			right? How many have gone on to work 
			on the full system? None.
				SARAH
			That s beside the point.
				SEBASTIAN
			No, that is the point. I m not going 
			to waste six months of my life on an 
			outmoded testing procedure. This thing 
			works. I know it. I feel it.
	Linda comes down the corridor, listening in on the tail 
	end of the conversation.
				SARAH
			Fine. You can mop up afterward.
				SEBASTIAN
			You think I m going to kill Isabelle?
				SARAH
			Kill? More like liquefy.
				SEBASTIAN
			Sarah, thank you for your opinion, but 
			I m the project leader. Understand? 
	She says ...
				SARAH
			Yes, Sir.
	... but somehow it feels like  Fuck you.  She storms off. 
	Sebastian turns to Linda.
				SEBASTIAN
			How did you ever convince me to hire 
			her?
				LINDA
			You said you wanted the beat vet in 
			the country.
				SEBASTIAN
			Yeah, well she cares more about the 
			animals than the research.
				LINDA
			Maybe that s why she s so good.
									
	CUT TO:
	CLOSE ON: MATT as he shuts off the spinning cyclotron. As 
	it s spinning slows to a halt, he pops the top and 
	reaches in, removing...
	A GLOWING VIAL OF ORANGE LIQUID.
	Sebastian peers at the vial.
				SEBASTIAN
			Who da Man? You da Man.
				MATT
			As we pull out we see we are.
	INT. LABORATORY - DAY
	Almost feels like a dungeon. Think high-tech 
	Frankenstein. Walls lined with video displays, technical 
	readouts, bizarre medical equipment.
	On a table in the middle of the room, a sheet drapes over 
	a humanoid form, strapped down at it s invisible limbs. 
	The straps move slightly... ghostly. Wires lead from the 
	body to lots of machinery.
				MATT
			Protocol is hot.
				SEBASTIAN
			Vitals?
	Sarah, checks over the various readouts ... heartbeat, 
	blood pressure, the rest.
				SARAH
			Normal.
	CARTER ABBEY, the late thirties lab assistant, wheels in 
	a cart of equipment. Linda taken a seat by the table and 
	pushes aside the sheet.
				BOOMING VOICE
			THIS IS GOD. YOU ARE DISTURBING THE
			NATURAL ORDER OF THINGS AND WILL BE
			SEVERELY PUNISHED FOR ALL ETERNITY.
			GOD HAS SPOKEN.
				SEBASTIAN
			How many times do I have to tell you, 
			Frank you aren t God.
				 (beat)
			I am.
				FRANK (LOUDSPEAKER)
			Sorry, Boss. Forgot.
	Sebastian glance up at a glass booth overlooking the 
	Laboratory floor. TWO PEOPLE in the booth.
				SEBASTIAN
			You guys ready to roll?
	INT. OBSERVATION BOOTH
	FRANK CHASE, early thirties, and tech expert JANICE 
	WALTON, early twenties, man a small booth above the lab. 
	They re dressed more like band roadies than scientists.
	The room is crammed with electronic and recording 
	equipment. A handful of monitors display different images 
	of the lab. Thermal and regular video. Another screen 
	monitors vital signs.
				FRANK
			We are live and in color. On your 
			mark.
	Frank and Janice looks down on their colleagues. 
	Sebastian nods their way.
				SEBASTIAN
			Okay. Roll  em.
				JANICE
			Okay. We are rolling record on videos 
			one through twelve.
	Frank hits a series of buttons and speaks into a 
	microphone. Recording.
	INT. LABORATORY - DAY
	Frank s voice echoes through the chamber.
				FRANK (V.O.)
			Subject Isabelle Two. Currently in 
			phase shift... one hundred twenty six 
			days, eighteen hours.
				LINDA
			Testing De-Phase protocol. Injecting 
			serial protein Caine One Two Five. 
	Linda removes a glowing vial of orange liquid from a 
	centrifuge nearby.
				MATT
			Maybe if you stopped naming them after 
			yourself, you d have better luck.
				SEBASTIAN
			Why thank you, Dr. Kensington, for 
			that keen scientific observation. I ll 
			be sure to include it in my memoirs.
				MATT
			A whole mention? And I thought I was 
			just gonna be a footnote.
	Matt unwraps a hypodermic needle and jabs the needle into 
	the vial, drawing up the colored liquid.
	INT. OBSERVATION BOOTH
				MATT
			Okay.
	Frank and Janice monitor Isabelle s vitals.
	INT. LABORATORY - DAY
	Tension in the air.
				SEBASTIAN
				 (to Linda)
			Ready.
	She wraps a bungee cord around nothing and pulls it 
	tight. She then takes some dye and sprays it. A surface 
	appears, floating beneath the restraints. It sheens in 
	the light as Linda searches for a vein. She slaps the 
	surface several times. A small bulge appears, like a 
	vein.
				LINDA
			Propped.
				MATT
			Let s make some history.
	Matt lowers the hypo to the vein. But Sebastian takes the 
	hypo from Matt s hand.
				SEBASTIAN
			Nice try, Sparky.
	Matt relinquishes the needle.
				LINDA
			Come on, Isabelle. You can do this. 
	Sebastian lowers the hypo. The skin bonds and gives. The 
	needle remains in sight after it slips through the 
	visible surface. Matt presses down on the hypo plunger, 
	releasing a dye into his bloodstream. The gold liquid 
	twists into a long snaking tube up and down the limb. 
	It s the shape of a vein. The liquid begins to react. 
	Small flashes of light blip up and down the strand of 
	color. Ba-bump.. ba-bump... the heartbeat starts to speed 
	up.
				SARAH
			Elevated heartbeat.
	INT. OBSERVATION BOOTH
	Janice analyzes the screens.
				JANICE
			We re still in the green.
				FRANK
			Confirmed. Vitals still in the normal 
			range.
	INT. LABORATORY
	The glowing liquid turns from gold to red as the complex 
	webbing of a bloodstream appears.
				MATT
			It s reacting.
	Spreading out from the bloodstream, soon becomes 
	visible.. the shadow of a skeletal system.
				SEBASTIAN
			Do you see this?
				LINDA
			It s working. It s actually working. 
	Matt pulls the sheet back. Muscles are beginning to 
	appear. And eyeballs. Frightened eyeballs.
				SARAH
			Heart rate s up. She s scared.
	Sarah soothes her.
				SARAH (cont d)
			It's okay, baby. It's okay.
				SEBASTIAN
			Subject began manifesting almost 
			Immediately. Protocol is reacting 
			quickly.
	Isabelle starts to struggle against her restraints. She 
	begins to howl.
				LINDA
			Subject may be in pain or extreme 
			discomfort.
				SARAH
			Goddamnit. Blood pressure elevating. 
			Brain activity going through the roof. 
	The brain appears, seemingly growing from the inside out. 
	The shape of a large half-formed monkey grows from the 
	inside out. A SKULL APPEARS howling in pain, in horror.
				SARAH (cont d)
			We ve got a problem.
				SEBASTIAN
			What? What problem!
	Sarah checks her monitors.
				SARAH
			It s her heart. We can see the heart 
			beating in the ape s
				FRANK (V.0.)
			I got an erratic heart beat.
				SARAH
			She s going into cardiac arrest.
				LINDA
			Got the crash cart.
	Carter charges the crash cart and rolls it in.
				SARAH
			We re losing her.
	Her machine flatlines.
				SEBASTIAN
			No! It s got to work.
	The body is only half there. It looks as if its caught in 
	decomposition. Linda rubs the cardiac paddles together.
				LINDA
			Clear!
	Linda slams the paddles on the monkey s chest. The jolt 
	of electricity makes the monkey visible again for a brief 
	moment. Then the skin and flesh fade away again.
				SARAH
			We ve got something!
	The heartbeat starts up again. The body continues its 
	march toward,visibility.
				SARAH (cont d)
			Still. erratic.
				LINDA
			Come on Isabelle. Come on. You can do 
			it. You can fucking do it.
	Everybody s pulling for her.
				SARAH
			Come on, monkey.
				MATT
			Do it. Do it. Come on.
	Muscles spread like a rash on bone as the monkey twists 
	and turns, frightened. Then skin. The monkey howls. Skin 
	forms over the muscles reappearing like it was being 
	painted on before our eyes.
				SARAH
			Stabilizing.
	The entire form glows, then blinks, then glows again, as 
	if it was discharging some stored energy.
				FRANK (V.0.)
			Brain activity returning to normal.
	The monkey grunts and groans. Blinks its eyes. Linda 
	hovers over it stroking its fur.
				LINDA
			Welcome back, Isabelle.
	Sebastian puts his hand on Linda s shoulder... a move 
	that does not go unnoticed by Matt. We did it.
				SEBASTIAN
				 (beat)
			How is she?
				SARAH
				 (surprised)
			I think she s gonna be okay
								
	DISSOLVE TO:

	INT. HABITAT

	Frank, Matt, Sarah, Janice and Linda watch Isabelle rise 
	and walk about the cage. She goes over to the other 
	monkeys and joins in their grooming rituals.

				CARTER
			Amazing. She's normal, absolutely 
			healthy. If you didn't know any 
			better, you'd think nothing had 
			happened to her.

				MATT
				 (ribbing Sarah)
			Yeah. I can't wait to slice up her 
			brain and trace her neural pathways.

				SARAH
			Screw you, Matt.

				MATT
			Well maybe not right away.

				LINDA
			We should celebrate.

	INT. RESTAURANT - NIGHT

	The fanciest one in D.C.

	The entire eight person team sits around a round table, 
	drunk and laughing, as the last champagne flute is 
	filled.

	Sebastian raises his glass.

				SEBASTIAN
			To the finest research team I've ever 
			known.

	A round of "Hear, hears" and they all clink glasses and 
	drink.

	EXT. RESTAURANT BALCONY - LATER

	The din of the diners fades away as Linda slips out onto 
	the restaurant's balcony. She find Sebastian leaning 
	against a railing, breathing in the night air.

				SEBASTIAN
			Hey...

				LINDA
			I thought you'd gone.

				SEBASTIAN
			Where would I go?

	He looks out over the sweep of the city, the twinkling 
	lights of D.C. and darkness of the Potomac river.

				SEBASTIAN (cont'd)
			Twenty years ago there were no 
			computers, no fax machines, no cell 
			phones. I was just wondering what the 
			world will be like twenty years from 
			now... if what we're doing will change 
			everything.

				LINDA
			A little "I am become death... the 
			shatterer of worlds"?

				SEBASTIAN
			Something like that.

				LINDA
			Since the day I met, all you wanted to 
			do was change the world.

	She puts her hand on his shoulder.

				LINDA (cont'd)
			Listen, I know we've... I mean... well 
			... I just want you to know how proud 
			I am of you. I know it probably 
			doesn't mean a lot...

				SEBASTIAN
			Actually it does.
				 (beat)
			I guess since you were there from the 
			beginning, you know me better than 
			anyone else on this godforsaken 
			planet.

				LINDA
			You're positively maudlin. You should 
			be happy. Do you have any idea what 
			you've accomplished?

				SEBASTIAN
			Yeah... but I was working so hard, I 
			didn't realize I'd have no one to 
			share it with.

	Sebastian heads back inside. But he stops and turns back.

				SEBASTIAN (cont'd)
			I don't suppose we could turn back the 
			clock for a night and you could come 
			home with me?

	Her look says it all. Too much water under the bridge.

				SEBASTIAN (cont'd)
			Right. Sorry. Too much champagne.

	He turns and heads back into the party. As he heads in he 
	passes Matt heading out. He and Sebastian exchange 
	"Heys".

				MATT
			What was that about?

				LINDA
			Nothing. It's just... He is who he is. 
			Sometimes I just have to be reminded.

									
	CUT TO:

	INT. LABORATORY - NIGHT

	Sebastian wanders through the empty hallways of the 
	laboratory.

	INT. HALLWAY OF HABITATS - NIGHT

	Sebastian paces back and forth, examining the habitats. 
	He taps on the Plexiglas of one. The cubicle explodes 
	with

	BARKING.

	We see the Plexi steam up in one part, as if something 
	was breathing on it. As if a nose were pressed against 
	it.

				SEBASTIAN
				 (a little drunk)
			What's it like? Talk goddamnit! Tell 
			me what it's like!

								
	DISSOLVE TO:

	EXT. PENTAGON - DAY

	Flying over Washington D. C. , we cross the Potomac and 
	circle the five-cornered building, looking particularly 
	gloomy on this grey day.

				SEBASTIAN (V.0.)
			Six years ago, this committee 
			commissioned me with a very specific 
			task...

	INT. PENTAGON CONFERENCE ROOM - DAY

	At the table are six men. A handful of senior military 
	brass and top civilian advisors direct their attention to 
	the front of the room, where Sebastian, flanked by Matt 
	and Linda, is in the middle of his presentation.

				SEBASTIAN
			To successful phase-shift a human 
			being out of quantum sync with the 
			visible universe and then return him 
			safely, with no after affects.

	Next to Sebastian a video shows a small monkey shifting 
	from the visible spectrum. It's hair, skin, organs and 
	skeletons slowly dissolve before our eyes.

				SEBASTIAN (cont'd)
			Well, we found out sending them to 
			"never-never-land" was easy, it's the 
			getting back that's hard.

	Sebastian fast forwards a few moments until the video 
	screen shows the bizarrely tangled heap of flesh and bone 
	that used to be alive.

				SEBASTIAN (cont'd)
			Every time we've tried to bring a test 
			subject back from phase-shift. 
			Cellular bonds would dissolve, the 
			primary DNA strands would decay. But 
			now...

	Sebastian pauses. Something's bothering him.

				SEBASTIAN (cont'd)
			But now...

	One of the senior advisers, DR. HARRY KRAMER, 
	distinguished 50s, finally breaks the silence.

				KRAMER
			But now?

	Linda and Matt look up at Sebastian expectantly.

				SEBASTIAN (CONT'D)
			But now...
				 (pause)
			But now, we feel we are closer than 
			ever to resolving this issue. We've 
			been experimenting with a new 
			regression formula that looks rather 
			promising.
			A FOUR STAR GENERAL leans forward.

				GENERAL
			How long?

				SEBASTIAN
			Sir?

				GENERAL
			Son, as you can imagine, we are very 
			anxious to field test this tactical 
			asset. How long till you resolve this 
			issue?

	Linda starts to speak, but Sebastian cuts her off with a 
	look.

				SEBASTIAN
			Shouldn't be more than another year, 
			Sir.

	Frustrated sighs all around the room.

				SEBASTIAN (cont'd)
			Maybe sooner.

	EXT. PENTAGON - DAY

	As Linda, Matt and Sebastian head to their cars.

				MATT
			Yo. Reality check! What the hell was 
			that about?

				SEBASTIAN
			Keep your voice down.

				MATT
			The protocol works. Why'd you tell 
			them it didn't?

				SEBASTIAN
			I wasn't ready for them to know.

				MATT
			But they're the oversight committee. 
			They're supposed to know.

				LINDA
			I'm sure he had a reason.
				 (firmly)
			You did have a reason, didn't you, 
			Sebastian?

				SEBASTIAN
			I had more than a reason. I had a 
			goddamn epiphany.

	They reach his Porsche.

				SEBASTIAN (cont'd)
			What do you think they'd do if they 
			know we could send a subject into 
			phase shift and pull it back out 
			again? How many seconds would it take 
			for them to take over the whole 
			project, bringing in their soldiers to 
			test the formula on. We'd have lost 
			control of it by the end of the week.

				LINDA
			It's their money, Sebastian. It's 
			going to happen eventually.

				SEBASTIAN
			I know. But not yet. There's too much 
			for us to learn. I don't want my hands 
			tied by their political agenda when we 
			go to phase three.

				MATT
			Well, then... mind telling us how 
			you're gonna get a human test-subject 
			for phase three without the committee 
			finding out?

				SEBASTIAN
			That's easy. I've decided to test the 
			procedure ...

	INT. LABORATORY CONFERENCE ROOM - DAY

				SEBASTIAN
			... on myself.

	The team sits around the conference table. Their jaws 
	drop and they stare at him with wide eyes.

				FRANK
			Are you nuts?

				SEBASTIAN
			Was Jonas Salk nuts?

				FRANK
			Yeah. Pretty sure he was.

				CARTER
			And remember, for every Jonas Salk, 
			there are a bunch of guys who aren't 
			famous cuz they died.

				SEBASTIAN
			If we're that unsure, how can we 
			morally justify testing it on someone 
			else?

				JANICE
			Isn't it a little soon to be moving 
			into phase three anyway?

				SARAH
			She's right. We haven't even finished 
			collating the phase two research.

				SEBASTIAN
			We'll have plenty of time to collate 
			and cross-reference later. Monkey data 
			doesn't matter anyway. The only real 
			data is human data.

				SARAH
			You don't even know if any of the 
			protocols will work on humans.

				SEBASTIAN
			How are we gonna find out? Besides, 
			we've succeeded with a gorilla and 
			their DNA is 98% the same as humans. 
			And the 2% is not that significant.

				LINDA
			Sebastian ... humans can talk, build 
			houses and cook in microwave ovens. 
			Gorilla's live in trees. That's a 
			helluva 2% if you ask me.

				SEBASTIAN
			We're all concerned. I know that. But 
			if we're gonna move forward ever, this 
			is something we have to do.

				LINDA
			Why you? Why not one of us?

				SEBASTIAN
			The risks. I couldn't ask...

				MATT
				 (interrupting)
			What if we volunteer?

				LINDA
			What if you're too valuable to lose?

				SEBASTIAN
			I'm Project Leader. It's my formula 
			and my call. The best way to express 
			your concern is to make damn sure you 
			do your best work. I'll want about 
			four weeks to...

				FRANK
			To put your affairs in order?

				SEBASTIAN
			To run some more reversions and tissue 
			tests and then we'll attempt the phase 
			shift. I'll stay shifted for three 
			days of testing and then we'll perform 
			a quantum regression.

	INT. SEBASTIAN'S OFFICE

	A knock on the door.

				SEBASTIAN
			Come in.

	Linda pushes into the room and closes the door behind 
	her.

				SEBASTIAN (cont'd)
			What?

				LINDA
			In the past six years, I've never once 
			challenged your decisions, but this 
			... Sebastian. I don't think you 
			should do this.

				SEBASTIAN
			You don't understand.

				LINDA
			Oh please. How long were we together? 
			You must've said it a million times 
			... Nobody knows who built the lunar 
			lander. All they remember in the first 
			man on the moon.

	Sebastian shrugs and nods.

				LINDA (cont'd)
			But what if something happens to 
			you... what about the project? 

	Sebastian smiles.

				SEBASTIAN
			Lin, trust me... nothing's going to 
			happen.

	INT. BEDROOM - NIGHT

	Linda and Matt are in bed together. Matt kisses her way 
	up and down her arm. But Linda is distracted.

				LINDA
			He refuses to listen to reason.

				MATT
			Can we talk about this later? I'm 
			trying to make love to you.

				LINDA
			Sorry. I just can't let it go.

	Matt props himself up on the pillow.

				MATT
			I know how you're feeling. Hell, he 
			and I've been friends since freshman 
			year.

				LINDA
			So how can we let him do this?

				MATT
			What if you were given the opportunity 
			to be the first person on ,Mars, would 
			you go?

				LINDA
			In a heartbeat.

				MATT
			What if they didn't know whether or 
			not they could get you home?

	Linda thinks about it. It's still tempting.

				MATT (cont'd)
			This is his chance to be Chuck Yeager 
			or Christopher Columbus. Well, if I 
			were him I'd do the same thing.

	Matt goes back to kissing Linda.

				LINDA
			Let me ask another question.

				MATT
			Is about who gets to be on top?

				LINDA
			Is the human race really ready for 
			what we're doing?

	Matt groans and rolls over.

				MATT
			Why do you always get philosophical 
			before we're about to get physical?

				LINDA
			No really. Is it ready? We're 
			barrelling down a road that begs moral 
			and ethical questions that I don't 
			think we can answer.

				MATT
			They said the same thing about the 
			bomb. They said we'd never survive the 
			nuclear age... but here we are.

				LINDA
			This night is still young.
				 (beat)
			I mean, when you think about it, it's 
			creepy. Do we really want to live in a 
			world where people can just disappear 
			in the blink of an eye?

				MATT
			We made our deal with the devil years 
			ago. Might as well stick around to 
			cash in.

	INT. MEDICAL EXAMINING ROOM - DAY

	Sebastian stripped to his shorts paces nervously. A knock 
	on the door.

				SEBASTIAN
				 (his voice catches)
			Yes?

	Matt sticks his head in.

				MATT
			We're ready.

	Sebastian nervously shakes his limbs out. Then nods.

				SEBASTIAN
			Okay.

				MATT
			It's not too late to back out. I'm 
			happy to take your place.

				SEBASTIAN
			No. I'm ready.

	Matt leads him into the hallway.

	INT. CORRIDOR - DAY

	As they walk down the corridor toward the lab...

				MATT
			Nervous?

				SEBASTIAN
			A little.

				MATT
			Ever tell you the one about Superman 
			and Wonder Woman?

				SEBASTIAN
			I don't think so.

				MATT
			So Superman's flying around the city, 
			and he's horny as hell.  Lo and behold 
			he looks down and sees Wonder Woman, 
			completely nude, sunning herself up on 
			the roof of the Justice League. I mean 
			she is lying there naked and spread 
			eagle. So Superman starts thinking, 
			"man... this is too easy. I could go 
			down there, do a little fast pumping 
			and be gone before she even sees me." 
			After all he is faster than a speeding 
			bullet, right? Anyway, he swoops down, 
			takes care of business so quick, you 
			can't even see him. Well ... I tell 
			ya. Wonder Woman looks up, surprised 
			as hell and says "What the hell was 
			that." And the Invisible Man replies 
			"I dunno know, but it sure hurt like 
			hell."

	INT. LABORATORY

	Sebastian shoots Matt a look.

				SEBASTIAN
			You know, that could be the last joke 
			I ever hear.

				MATT
			C'mon, man. That's funny shit.

	The buzz of conversation is punctuated by an amplified 
	HEARTBEAT, thumping its familiar rhythm. Bah-bump. 
	Bah-bump. In the center of the room, Sebastian, dressed 
	only in a pair of jogging shorts is strapped to a table 
	inclined at a 45 degree angle. Electrodes are strapped to 
	his body. An I.V. tube snakes from the needle in his vein 
	up to a bag of saline solution. Dripping slowly. Linda 
	makes last minute checks of some of the equipment. She 
	pats Sebastian on the shoulder.

				LINDA
			O.K. How're you feeling?
			
			Sebastian takes a deep breath.

				SEBASTIAN
			Fine.

	Sarah checks his vitals.

				SARAH
			Pulse 88, BP 140 over 95. A bit 
			elevated.

				SEBASTIAN
			To be expected.

				SARAH
			No reason for concern. He's ready. 

	Linda takes a moment and studies Sebastian's face. She's 
	almost teary eyed.

				SEBASTIAN
			Hey... it's gonna be okay.

	Linda nods. Back to business.

				LINDA
			Start recording.

	INT. OBSERVATION BOOTH.

	Janice hits record on the equipment decks.

				JANICE
			We're hot. All systems nominal, 
			Houston.

	Frank coordinates all the data being fed into the 
	computers. He pushes a series of buttons and speaks into 
	a microphone.

				FRANK
			Okay, kids. Let's make some history.

	INT. LABORATORY - DAY

	Frank's voice echoes through the chamber.

				LINDA
			Subject: Male, Age 29, weight 166 lbs. 

	Matt jabs a hypodermic into small vial of colored liquid. 
	Draws up 20ccs.

				MATT
				 (to Linda)
			Ready.

	Linda takes the hypo from Matt.

				MATT (cont'd)
			If the tests are any indication it 
			should work quickly.

				SEBASTIAN
			I'll inject myself. If anything goes 
			wrong, they can't blame you.

	She hands the hypo Sebastian and steps away. Sebastian 
	stares at the golden formula silently for a moment.

				LINDA
			We can still shut down, Sebastian.

	He shakes his head.

				MATT
			Any last words?

				SEBASTIAN
			Yeah. If I'm killed, pretend I said 
			something deep and clever. 

	Then... Back to business. He inserts the needle into the 
	I.V. Sebastian. Presses into himself and depresses the 
	plunger.

				LINDA
			Injection was administered at
				 (checks watch)
			... 18:23:47.

	The colored liquid snakes it's way into his bloodstream.

				LINDA (cont'd)
			Keep talking. Tell us what you're 
			feeling.

				SEBASTIAN
			Nothing so far.

				SARAH
			Vitals are stable.

	They wait and watch.

				LINDA
			Nothing's happening.

	Another moment passes by.

				MATT
			Human DNA structure is slightly more 
			complex... it's possible that it may 
			take more time...

	Another moment passes.

				LINDA
			Maybe we overlooked something.

				SEBASTIAN
			Recheck the protocol. It can't be non- 
			reactive.

				CARTER
			Kinda like a firecracker with a bad 
			fuse...

	Sebastian shoots Carter a questioning look.

				CARTER (cont'd)
			Don't know if it'll go off.

				LINDA
			Frank?

				FRANK (V.0.)
				 (from the booth)
			No change in bio-electric.

				SEBASTIAN
			Goddammit.

	Another long pause. Sebastian concentrates.

				SEBASTIAN (cont'd)
			Okay wait, my arm... it's getting a 
			bit warm... yeah, it's ... it's 
			starting to tingle...

	Excitement overtakes the room.

				SEBASTIAN (cont'd)
			Okay... it's spreading to my back... 
			like, like a fever...

				LINDA
			Here we go.

	Slowly the flesh on Sebastian's arm begins dissolving, 
	revealing the complex network of nerves, blood vessels 
	and flesh beneath it.

				SEBASTIAN
			Shit... it's starting to burn... Oh 
			god. It hurts. I didn't think it would 
			hurt.

	The HEART BEAT thumps faster, accelerating

				SARAH
			Heartbeat's elevated. Pulse at 100.
			... 130 ...

				LINDA
			What do you feel? Keep talking. KEEP 
			TALKING!

				SEBASTIAN
			Pain!

				SARAH
			Pulse is 165 ... 170 Blood pressure 
			180 over 100. ... 

				CARTER
			He's going to blow out his heart.

				LINDA
			Prop the crash cart.

	Carter grabs the crash cart, rolls it in. Matt tears off 
	the I.V. leads into Sebastian's arms.

				MATT
			We've got to stop it!

				LINDA
			We can't!

	INT. OBSERVATION BOOTH

	All the monitors are going crazy.

				JANICE
			Something's happening.

	Frank leans into the microphone.

				FRANK
			Listen up! Electric activity 
			increasing in all limbs. Brainwaves 
			are through the roof.

				JANICE
			I didn't think the human brain could 
			spike that high.

				FRANK
			Maybe it can't.

	INT. LABORATORY

	Sebastian screams in dire pain. He struggles against his 
	restraints as his skin liquefies into a muscular mass. 
	It's like something's eating away at him. Gruesome. The 
	yells become louder and more painful to hear.

				SEBASTIAN
			No. Oh god! NO! STOP IT! STOP IT!

	The muscular system begins to dissolve, leaving a 
	struggling skeleton wrapped with tentacular blood vessels 
	and stuffed with the major organs. The beating heart, the 
	heaving lungs.

				SARAH
			Pulse is 180 .... holding stable. 

	Screaming.... Then the organs go. Then the blood vessels. 
	Leaving only a skeleton howling in pain. The jawbones 
	spread wide ... Screaming... screaming...

				CARTER
			 Holy shit.

	Then as if someone had poured acid all over the bones, 
	the skeleton evaporates into nothingness.

				SARAH
			Pulse is dropping. 170..
			150 .... 160..

	There is NOTHING left of Sebastian Caine.

				LINDA
			Bio-quantum phase shift occurred at
			18:26.

	The screaming continues and the restraints continue to 
	twist and turn. Suddenly the restraints go limp.

				MATT
			Is he dead?

	Linda checks the readouts.

				LINDA
			No. He passed out from the trauma.

				SARAH
			Vitals returning to normal. Pulse 110 
			... dropping. Blood pressure 130 over 
			75.

	A long beat as everybody's eyes stare at the instruments.

				FRANK (V.O.)
			Electrical activity is stabilizing.

				SARAH
			Pulse steady at 70.

	A long beat.

				MATT
			Un-fucking-believable.

	A reverent pause as Linda runs her fingers over what 
	would be his skin. Small electrical charge dance around 
	her fingertips. She gasps.

				LINDA
				 (whispers in his ear)
			You did it, Sebastian. You're the 
			first.

				CARTER
			Let's get him into recovery.

								
	DISSOLVE TO:

	INT. RECOVERY CHAMBER

	The chamber is half constructed out of Plexiglas at the 
	end of the Hallway of Habitats.

	On the recovery bed, a sheet drapes over Sebastian's 
	invisible body. The gentle bleatings of medical machinery 
	pound out a dulling rhythm.

	Linda sleeps in a corner chair as Matt slips into the 
	room. He checks the readouts on Sebastian then takes a 
	seat by Linda. She wakes with a start.

				MATT
			S'okay. You nodded off.

				LINDA
			His breathing's hypnotic. How long's 
			it been?

				MATT
			Seventeen hours.

				LINDA
			Where are the others?

				MATT
			In the lab crunching numbers. We've 
			got enough data there for two 
			lifetimes of research.

	Linda rubs her temples and gestures to the bed.

				LINDA
			I keep looking at that hole, wondering 
			if he's really there.

	She notices something out of the corner of his eye. The 
	sheet twitches.

				LINDA (cont'd)
			Did you see...

	The sheet twitches again.

				MATT
			He may be coming out of it.

	Linda and Matt watch intently. Then suddenly... the 
	sheets thrash violently. A yell of pain.

				SEBASTIAN'S VOICE
			The lights! Turn off the goddamn 
			lights! Ah Christ!

	Linda jumps up and crosses to Sebastian. Matt rushes to 
	the wall and turns off the lights. Darkness. The room is 
	lit by the glow of machinery.

				SEBASTIAN'S VOICE (cont'd)
			I can't... I can't close my eyes. I 
			can't close my eyes.

				LINDA
			Your eyelids are transparent.

	The sheets slowly stop thrashing.

				SEBASTIAN'S VOICE
			So I ... I'm...

				LINDA
			Yes.

				SEBASTIAN'S VOICE
			My arms. I can.. where? ... I can feel 
			them...

				LINDA
			Your arms ... your whole body... It 
			worked, Sebastian. It worked.

	The sheet rises and slips away. The wires, seemingly 
	connected to thin air, spread out like a spider's web and 
	then fall away one-by-one. The monitors all go dead.

				SEBASTIAN'S VOICE
			Mirror. I ... I want to see.

				MATT
			Over here in the corner.

	Matt motions to a dark corner of the room, toward a 
	mirror and sink. We push in on the mirror. No reflection. 
	Suddenly it fogs up ... Sebastian's breath. A finger 
	tracing appears in the fog ... but of course we see no 
	finger. The sink faucet twists on and water runs. It cups 
	into the shape of hands and lifts into the air, splashing 
	against the surface of Sebastian's face. Beads of water 
	cling to his f ace, outlining it I shape f or a moment 
	before dripping away.

				MATT (cont'd)
			What was it like?

				SEBASTIAN'S VOICE
			I ... It's hard to think.

	Sebastian's voice is now behind him. Matt turns around.

				SEBASTIAN'S VOICE (cont'd)
			The transformation... I remember every 
			molecule in my body shattering.

				MATT
			It was painful?

				SEBASTIAN'S VOICE
			At first... but then everything went 
			black. I couldn't see or hear or feel 
			anything. It was all just black... 
			like I wasn't connected.

				LINDA
			Your system received quite a shock.

				SEBASTIAN'S VOICE
			At least my senses are starting to 
			return... You're wearing your 
			Shalimar, aren't you?

	Linda realizes that he's standing very close by. Her hair 
	lifts slightly and Sebastian inhales. Chills go down her 
	spine.

				LINDA
			Sebastian.

	Linda's hair drops back to her shoulders.

				SEBASTIAN'S VOICE
			This is weird. I'm looking through 
			myself at the floor. I'm looking right 
			through myself. I can't tell ...

	He bumps into a chair.

				SEBASTIAN'S VOICE (cont'd)
			... where my body is.

	A moment of silence.

				LINDA
			Sebastian?

	No answer. Linda and Matt look at each other, slightly 
	alarmed.

				MATT
			Sebastian?

	An indentation forms on the bed a moment later.

				SEBASTIAN'S VOICE
			You really can't see me. Can you?

				LINDA
			Gimme symptoms. Dizziness, nausea, 
			headache, body-ache, disorientation.

				SEBASTIAN'S VOICE
			No, just tired.
				 (beat)
			It's funny. I can see everything... 
			more than before... but I can't see 
			myself.

	INT. LABORATORY - DAY

	Carter, Frank, Janice and Sarah work at various research 
	stations. The door opens and Linda and Matt enter.

				CARTER
			Hey. How's he doing?

				LINDA
			Why don't you ask him?

	Linda motions to the gap between her and Matt. The four 
	of them stare at the nothing.

				SARAH
			Sebastian, how do you feel.

				SEBASTIAN'S VOICE
			Not to bad, considering.

	They turn round. The voice is coming from behind them. 
	The group rises from their various workstations and turn 
	toward where the voice came from.

				SEBASTIAN'S VOICE (cont'd)
			Odd, isn't it?

	A rheostat switch on the wall turns and the lights dim. 
	Though it's a simple act, it feels somewhat ominous.

				LINDA
			He can't close his eyes so they're 
			sensitive to light.

	Linda's explanation puts everyone at ease.

				JANICE
			So, what was it like?

				SEBASTIAN'S VOICE
			Over here.

	Sebastian has moved. As everyone turns toward him again, 
	he can't stifle a slight giggle.

				LINDA
			C'mon Sebastian. Knock it off.

				SEBASTIAN'S VOICE
			Sorry. Couldn't resist.

	His voice again come s from somewhere else in the room.

				FRANK
			I feel like we're playing Marco Polo.

				MATT
			Well, I see the procedure hasn't 
			changed your personality.

	Frank pulls on a pair of THERMAL GOGGLES.

				FRANK
			No worries. I'm on it.

	THERMAL POV - Every body in the laboratory shows up as a 
	heat signature, including Sebastian. Frank points.

				FRANK (cont'd)
			Gotcha, big man.

	THERMAL POV - The HEAT SIGNATURE reaches for a chair.

				SEBASTIAN'S VOICE
			Boy, you people have no sense of 
			humor.

	A chair slides back from a desk and bends under 
	Sebastian's weight.

				SEBASTIAN'S VOICE (cont'd)
			Show me. So ...

									
	CUT TO:

	INT. LABORATORY - NIGHT

	Frank and Janice shuttle the playback controls as a VIDEO 
	MONITOR re-plays various angles of Sebastian's phase 
	shift.

				SEBASTIAN'S VOICE
			Stop there.

	Frank halts the tape.

				SEBASTIAN'S VOICE (cont'd)
			Index that. That was when it started 
			burn. Epidermal reaction.

				JANICE
			Index Mark. 112125.

	Janice scribble the numbers in her notebook. Linda 
	crosses, nursing a cup of coffee.

				LINDA
			It's late. Time you got some rest.

				SEBASTIAN'S VOICE
			Just a little longer.

				LINDA
			Hate to pull rank, but you're my 
			patient now and you need rest. We've 
			got a busy day tomorrow.

	Heavy sigh.

				SEBASTIAN'S VOICE
			Fine.

	

	INT. THE RECOVERY ROOM - NIGHT

	As Linda enters she points to a small camera in the upper 
	corner of the room.

				LINDA
			We've set up a thermal camera for 
			observation and I've arranged one of 
			us to be here 24/7 in case you need 
			anything. The team's gonna be on alpha-
			call alert for the duration. If 
			anything goes wrong, we can all be 
			here within...

				SEBASTIAN'S VOICE
			Thirty minutes. Yes,,_I know. I wrote 
			the procedure.

				LINDA
			I was trying to be reassuring.

				SEBASTIAN'S VOICE
			You like this don't you?

				LINDA
			What's that?

				SEBASTIAN'S VOICE
			Being in charge.

	It's clear she does. But she's certainly not going to 
	admit it.

				LINDA
			Please. I'm just doing my job.

									
	CUT TO:

	CLOSE ON: A video screen. A thermal lump lays stretched 
	out on the bed.

	Pull back to reveal SARAH staring at the screen. We are.

	INT. OBSERVATION ROOM - NIGHT

	A bank of monitors display the various angles of the Hall 
	of Habitats, the laboratory and, of course, Sebastian in 
	the recovery room.

	Linda hands Sarah a cup of coffee.

				LINDA
			You gonna be okay?

				SARAH
			Fine. It's not like I have anything 
			else going on in my sad pathetic life.

				LINDA
			Carter'll be in at six to spell you 
			and I'll be in by nine. Call me if 
			anything happens, okay?

	Through the glass wall, Linda sees Matt knocking and 
	waving her out.

				SARAH
			I'm fine. Go on ahead.

	INT. CORRIDOR - NIGHT

	The rest of the team straggles into the elevator. 
	Yawning. Exhausted from the day.

				CARTER
			Man, I'm tired. That was a long day.

				LINDA
			Days only get longer from here.

	Linda catches Matt's eye. Gives him a look. "You coming 
	over?" Matt nods, "yes", imperceptible to everyone but 
	Linda. She smiles.

								
	DISSOLVE TO:

	INT. LABORATORY - NIGHT

	Deserted and dark.

	INT. OBSERVATION ROOM - NIGHT

	Late. Sarah rubs her temples. Her eyelids are heavy. 
	She's having real trouble staying awake. The buzzing 
	fluorescent light isn't helping either.

	INT. RECOVERY ROOM - NIGHT

	The sheets ruffle and the indentation disappears from the 
	bed. We can hear breathing and soft sound of bare feet 
	shuffling against linoleum.

	CAMERA SLOWLY PANS toward the door, as if we, are 
	following someone walking.

	The door handle turns and the door pushes open.

	INT. HALLWAY OF HABITATS - NIGHT

	WE SLOWLY TRACK DOWN the Hallway of the Habitats. We hear 
	the sounds of sleeping creatures. A couple of them growl 
	at something unseen. The growling follows the invisible 
	something as it passes by.

	INT. LABORATORY - NIGHT

	The laboratory door opens and shuts again. Ghostly. We 
	see papers shuffling at one of the work stations. A glass 
	moves slightly.

	INT. OBSERVATION ROOM - NIGHT

	Sarah reclines in her chair. Fast asleep, Behind her is 
	the glass wall, revealing the empty hallway behind it.

	But a small portion of the glass fogs, as if someone had 
	just breathed on it. As the fogged part quickly clears, 
	we see the door to the observation room quietly open.

	ON SARAH, still sleeping. We hear a whisper.

				SEBASTIAN'S VOICE
				 (whispering)
			Sarah. Are you awake?

	Her heavy breathing mixes with Sebastian's.

				SEBASTIAN'S VOICE (cont'd)
				 (barely audible)
			Hmm.

	Sarah's hair moves slightly, as if a hand were running 
	through it. And then we see her shirt move, like fingers 
	were tracing over it. Down from the shoulder to her 
	breast. Around her nipple. Sarah moans slightly, as if 
	she were dreaming, but she doesn't stir. And then her 
	breasts cup slightly, as if they were being touched... 
	softly... gently. Her breathing becomes harder, more 
	labored, erotic... and then she... BOLTS AWAKE. Bar eyes 
	wide with fear. She jumps and cups her own breasts and 
	looks around the room. It's empty, of course. She jumps 
	over to the monitor and checks on Sebastian's room. The 
	heat signature isn't there.

				SARAH
			Dr. Caine! Goddamnit, Dr. Caine! Are 
			you in here?

	She listens. It's silent. She tries holding her breath, 
	listening for his breathing. But there's nothing.

	Sarah reaches over to a microphone. Hits a few switches.

				SARAH (cont'd)
			Dr. Caine?

	VARIOUS SHOTS OF THE COMPOUND

	- LABORATORY

				SARAH (V.0.,LOUDSPEAKER)
			Dr. Caine, please report in.

	- HALLWAY OF HABITATS

				SARAH (V.0.,LOUDSPEAKER)
			Dr. Caine, report in please!

	INT. OBSERVATION BOOTH - CONTINUOUS

	Sarah waits. No response.

				SARAH
			Shit. 

	She looks around the room. He must be in here.

				SARAH (cont'd)
			Dr. Caine? Sebastian? Come on, this 
			isn't funny. I know you're in here. 

	Nothing. No response. Sarah waves her hand around, 
	reaching out, trying to find him. After a few beats she 
	stops and rubs her head.

				SARAH (cont'd)
			I must be going crazy.

	Suddenly, Sarah gets an idea. She quickly exits the 
	observation room.

	EXT. CORRIDOR - NIGHT

	At a wall storage box, she removes a pair of Thermal 
	Goggles and slips them on.

	INT. OBSERVATION ROOM - NIGHT

	Sarah enters wearing the thermals. She scans the room.

	THERMAL POV - The room is empty.

	She pulls the goggles off in frustration, and when she 
	glances over at the video screen, she sees Sebastian's 
	thermal image lying on the bed in the recovery room.

	Sarah sinks into her chair, a tad disconcerted.

	INT. OBSERVATION ROOM - MORNING

	Linda and Matt finish listening to Sarah's story.

				SARAH
			I found him later in the lab, running 
			samples.

				LINDA
			Why didn't you call me?

				SARAH
			Because I wasn't sure. I'm still not. 
			I mean, I could've easily been 
			dreaming.

				MATT
			It doesn't sound like something 
			Sebastian would do.

				SARAH
			God, I feel so stupid.

				LINDA
			I can talk to him.

				SARAH
			No. I mean...
				 (she torn, unsure of herself)
			It was probably nothing. I 
			shouldn't've mentioned it.

				MATT
			You sure?

				SARAH
			Yeah, I'm sure. I mean, y'know, why 
			would he do that, right? Just, this 
			place at night can be kinda creepy, 
			y'know.

	INT. RESEARCH LAB - DAY

	Sebastian, wearing surgical scrubs sits in an examination 
	chair. Wire leads sprout from the electrodes covering his 
	head and arms. The electrodes seem to outline his body.

				MATT
			So, how was your first night?

				SEBASTIAN'S VOICE
			Restless. Hard to sleep when you can't 
			close your eyes.

	As Sebastian talks, we can see the electrodes around his 
	jaw pump up and down.

				MATT
			Yeah? What'd you do?

				SEBASTIAN'S VOICE
			Got up a couple of times. Knocked 
			about.

				MATT
			Yeah, Sarah mentioned you weren't in 
			your cubicle. She said she called you 
			over the intercom and you didn't 
			respond.

				SEBASTIAN
			I guess I didn't hear. I had the radio 
			on.

				MATT
			It'd be helpful to us if you'd tell 
			whoever's on duty where you're going 
			to. I mean, if something were to 
			happen, we'd want to know where to 
			find you.

				SEBASTIAN
			I didn't think it was a problem.

				MATT
			It isn't. I just don't want it to 
			become one.

	Machines pump out EEG, EKG readouts. Matt studies them.

				MATT (cont'd)
			Readings are normal.

				SEBASTIAN'S VOICE
			Next I want to run a VV and UVF 
			analysis of the platelets.

				MATT
			We'll have to draw some more blood.

									
	CUT TO:

	Sarah rolls up Sebastian's sleeve, revealing empty air. 
	She wraps a bungee cord around the nothing, pulls it 
	tight and sprays the inside of his elbow with dye. She 
	acts very self conscious.

				SEBASTIAN'S VOICE
			You okay?

				SARAH
			Yeah. Why?

				SEBASTIAN
			You just seem a little nervous.

				SARAH
			No. I...I'm fine. Hold still. This 
			might hurt a bit.

	The surface of his skin sheens in the light as Linda 
	searches for a vein. She slaps his arm several times, 
	then plunges a hypodermic needle into his skin. His skin 
	bends and gives. The needle remains in sight after it 
	slips through the visible surface. Sarah presses down on 
	the hypo plunger, releasing a dye into his bloodstream.

				SARAH (cont'd)
			Dr. Caine... this might sounds stupid, 
			but are you... are you looking at me. 

	The red dye twists into a long snaking red tube up and 
	down his arm. His vein.

				SEBASTIAN'S VOICE
			No. I was looking at the clock. Why? 

	Sarah draws the plunger back, sucking Sebastian's blood 
	into the hypodermic and then yanks the needle out.

				SARAH
			Just felt like someone was staring at 
			me.

	Sarah pulls the vial off the needle and labels it with a 
	grease pencil. After a few beats the red dye in 
	Sebastian's blood stream dissolves and disappears, as 
	does the liquid in the vial.

	TESTING MONTAGE

	INT. MRI ROOM

	MATT slides Sebastian's sheet covered frame into an MRI. 
	Even though his head is not visible, it shown up on the 
	MRI scanner.

	INT. MAIN LABORATORY

	CARTER and SARAH lower a harness into a water tank. 
	SEBASTIAN'S BODY displaces the water, revealing an empty 
	body shaped cavity in the water.

	INT. OBSERVATION ROOM

	CARTER sips a BIG GULP and stares at a monitor which 
	shows two eat signatures in the Recovery Chamber, huddled 
	over a chess game.

	INT. RECOVER CHAMBER

	on a chessboard... A BLACK KNIGHT takes WHITE BISHOP, 
	seemingly all by itself.

	Across the table, Matt leans back and topples his WHITE 
	KING acknowledging defeat.

	INT. SPECTRAL LAB

	Dim lights. Janice and Frank both don eye guards. Frank 
	switches on a low intensity laser on and it's beam shoots 
	across the room. The beam distorts slightly in the center 
	of the room. As Frank widens the spectral pattern, 
	suddenly the beam splits into a million different 
	spectral rainbows, momentary illuminating Sebastian's 
	entire frame in a glowing tingle of light.

	INT. MAIN LABORATORY

	LINDA pulls vials from the cyclotrons and props blood 
	sample slides. She slips them under the microscope. She 
	takes a sip of her Diet Coke and puts it on the table. 
	She pears into the microscope and analyses the blood 
	sample, squeezing more stain onto it. She looks up to 
	make notations, but when she reaches for her Diet Coke IT 
	ISN'T THERE. She looks around. It's on the other side of 
	her microscope. She shrugs it off, she takes a sip and 
	sets it down where it was before. She peers into the 
	microscope again and when she looks up... the Diet Coke 
	is gone. She looks around the room and sees it on another 
	table completely.

				LINDA
			Sebastian? Goddamnit.

	We hear Sebastian's laughter echo in the room.

				SEBASTIAN'S VOICE
			You've no idea how much fun I've had. 
			I'm going to hate going back.

				LINDA
			That's what worries me.?

				SEBASTIAN'S VOICE
			How so?

				LINDA
			What happens when we turn the project 
			over to the Army. Ever wonder how much 
			fun they're gonna have?

				SEBASTIAN'S VOICE
			Maybe we won't give it to them. His 
			voice comes from behind her now.

	We see indentations on her shoulders where his fingers 
	press down.

				SEBASTIAN'S VOICE (cont'd)
			I was thinking... tonight's my last 
			night. Ever fantasize about making 
			love to an invisible man?

	Linda pulls away from him.

				LINDA
			Stop it, Sebastian. It's not funny.

				SEBASTIAN'S VOICE
			Well, don't do it for me. Do it for 
			science. 

	Linda walks away. Sebastian laughs.

				LINDA
			Grow up.

				SEBASTIAN'S VOICE
			Oh well. Missed your big chance.

				LINDA
			Got some sleep. Big day tomorrow.

	INT. LABORATORY - DAY

	A bevy of activity below us as the scientists prepare. 
	Matt slides the antigen cocktail into the centrifuge and 
	starts it spinning.

	A sheet drapes over a Sebastian's frame, straps across 
	his limbs. He is fully wired.

	Linda looks up to the observation booth.

				LINDA
			Recording?

	Frank peers down at her from the booth, his voice echoing 
	through the chamber.

				FRANK
			Recording. Subject Doctor Sebastian 
			Caine. Currently in phase shift... 
			Three days, seven hours.

				LINDA
			De-Phase protocol. Injecting Serial 
			Protein Caine One Two Seven.

	Matt removes the glowing vial of orange liquid from a 
	centrifuge nearby. Carter hands Matt a hypo. Matt jabs it 
	into the vial, drawing up the colored liquid. Linda 
	sprays Sebastian's arm with dye.

				LINDA (cont'd)
			Ready?

				SEBASTIAN
			Not really. I was just starting to 
			enjoy myself.

				LINDA
			Tough.

				MATT
			Okay, man. Here we go.

	Matt inserts the hypo into the vein and presses down on 
	the plunger. The liquid begins to react. Small flashes of 
	light blip up and down the strand of color outlining the 
	vein.

	Ba-bump.. ba-bump... the heartbeat starts to speed up.

				SEBASTIAN'S VOICE
			Wait... something... something doesn't 
			feel right.

				SARAH
			Heartbeat elevated.


	INT. OBSERVATION BOOTH

	Janice and Frank look over the equipment.

				FRANK
			Vitals still nominal..

	INT. LABORATORY

	The glowing liquid turns from gold to red as the complex 
	webbing of a bloodstream appears.

	Spreading out from the bloodstream, soon becomes visible 
	... the shadow of a skeletal system.

				SEBASTIAN
			I can't br... br...

	Sebastian begins wheezing.

				LINDA
			What's wrong?

				SARAH
			He's not breathing.

	Muscles are beginning to appear. And eyeballs. Frightened 
	eyeballs.

				MATT
			Subject manifesting.

				SARAH
			Pulse erratic.

	Sebastian pulls against his bonds. One set tears off.

				LINDA
			Carter!

	Carter grabs onto the mass of flesh and muscle, trying to 
	hold it back. But the restraints snap. The half-visible 
	man is screaming. He grabs Carter and throws him across 
	the room.

				LINDA (cont'd)
			Sebastian! Sebastian!

	And just for a second, Sebastian is fully visible. And 
	free. He looks around like a scared animal and rips off 
	all the wiring.

				LINDA (cont'd)
			Sebastian!

				MATT
			Get a tranq. Stat.

	Sarah preps a tranquilizer. Sebastian locks eyes with 
	Linda. He's lost, he doesn't know where he is. And 
	suddenly, he crumbles to the ground. Linda rushes over to 
	him and puts bar hand on his shoulder. Light bleeds from 
	his skin and his skin begins to dissolve from sight.

				LINDA
			He's reverting. Got him on the table. 

	Matt, Linda and Sarah pull the shifting body up and onto 
	an operating table. Carter pulls himself up and heads 
	back to the group.

				LINDA (cont'd)
			Get me a I.V. of A.G. seven.

				SARAH
			I got no pulse. No pulse.

				MATT
			Start CPR.

	Carter locates Sebastian's heart, not a difficult thing 
	because we can actually see it. Carter's hand pushes down 
	in the air inches above the heart. We see the heart being 
	pushed and squeezed. Sarah slaps an air bag on Sebastian 
	and starts pumping air into his lungs. Sebastian's heart 
	begins to beat again, beat on its own.

				CARTER
			Getting a pulse.

				MATT
			Holy shit. What happened?

				LINDA
			Sebastian... can you hear me? Can you 
			hear me? How are his pupils?

				MATT
			I can't see his goddamn pupils!

				SARAH
			I think he's going into shock.

	We slowly FADE OUT to the sights and sounds of our 
	scientist- doctors working on Sebastian... And the 
	beeping of Sebastian's erratic heartbeat.

									 FADE 
UP ON:

	A HABITAT

	The heartbeat continues. In the shadows, two Rhesus 
	Monkeys defend themselves against an unseen attacker. 
	Blood splatters against the Plexiglas wall.

	We FADE OUT AGAIN...

	INT. CORRIDOR - NIGHT

	Linda stares through the Plexiglas walls into the 
	Recovery Chamber. Inside the Chamber, Sarah and Carter-
	eye the various screens monitoring Sebastian's vitals.

	Linda watches the hollow pocket underneath the blanket. 
	She watches the rhythm of its rises and falls as 
	Sebastian sleeps. Matt comes up behind her.

				MATT
			Just got the tissue sample results. 
			Cellular cohesion is stable.

	Linda exhales in relief. Matt puts his hands on her 
	shoulder. Pulls her close to him.

				MATT (cont'd)
			How bout you? You gonna be okay?

				LINDA
			Guess so.
				 (beat)
			I was just thinking about the Apollo 
			missions. Y'know? Grissom, White and 
			Chaffee... What it was like for them 
			on that launch pad that day, thinking 
			they were gonna reach the stars only 
			to burn to death.

				MATT
			Sometimes the test pilots make 
			history. Sometimes the planes crash 
			and people die.

				LINDA
			But he didn't die, did he?
				 (beat)
			What if we can't bring him back? What 
			then?

				MATT
			It's just a little hitch is all. He'll 
			be the first to tell that he'll crack 
			it and I'm sure he will. It'll just 
			take time.
				 (beat)
			Listen, let's got out of here. We 
			could drive up to the old observatory. 
			We'll take some wine and go count the 
			stars and forget all this for awhile. 

	She pulls away.

				LINDA
			No. I want to be here for him.

	Linda pushes through the door of the recovery chamber and 
	takes a seat by Sebastian's bedside. A little hurt, Matt 
	heads down the corridor.

	INT. CONFERENCE ROOM

	Frank and Janice are staring into their coffee when Matt 
	enters. Matt crosses to the coffee machine and pours 
	himself a cup. He takes a seat at the table. They all 
	drink their coffee in silent vigil.

	INT. RECOVERY CHAMBER - DAY

	Linda sits by Sebastian's bedside, listening to the 
	constant rhythm of the machines.

	The sheets shift.

				SEBASTIAN'S VOICE
				 (weak)
			Hey...

				LINDA
			Hey...

	

				SEBASTIAN 
			So I guess it didn't work.

	Linda shakes her head.

				SEBASTIAN'S VOICE
			You look worried. It must've been bad. 

	Sebastian's voice is weak and strained.

				LINDA
			You almost died.

				SEBASTIAN'S VOICE
			Well, remember your Nietchze. Whatever 
			doesn't kill me, makes me stronger. 

	Linda smiles.

				LINDA
			I should be making you feel better. 
			Not vice versa.

				SEBASTIAN'S VOICE
			I guess if I'm going to be stuck this 
			way for awhile, I'd better make some 
			adjustments.

	INT. RECOVERY CHAMBER - DAY

	In a dusty shaft of light...

	A cotton swab.

	is dipped by a gloved hand into a jar of flesh-colored 
	cream make-up. We follow the hand as it raises the cotton 
	swab into the darkness. The swab strokes over the black 
	and the rich fleshy cream spreads, revealing...

	EYE LIDS of a closed eye.

	The eyelids part, unveiling...

	PITCH BLACK. Blink. Blink.

	No eye.

	Not even a trace of a eye socket. Just darkness.

	A COLORED CONTACT LENS floats through mid-air... hovering 
	before the eyelids. It turns and fastens itself to the 
	darkness between the lids.

	We PULL BACK slowly as Sebastian lifts a latex FACE MASK 
	and pulls it over his head.

	He checks his reflection in the mirror. He looks almost 
	human. Almost. A face, eyes, hands ... the rest of him 
	covered by surgical scrubs.

	We pull back and see the rest of the team looking on.

				MATT
			Not too bad.

				SEBASTIAN
			The latex'll limit the amount of light 
			delivered to my optic nerves.

				LINDA
			You could almost pass for human. 

	Sebastian rises. He looks eerily removed from reality 
	with his cold blank expression.

				SEBASTIAN'S VOICE
			Well, it gives you a face to talk to 
			at least, and we can all work in 
			normal light again.

	INT. LABORATORY - DAY

	SERIES OF SHOTS

	Carter draws blood from Sebastian.

	Samples are placed into the cyclotron.

	Matt peers through the eyepiece of a microscope. He makes 
	notes.

	Frank and Janice finish a computer simulation on a 
	protein strand. Matt looks over. They shake their heads, 
	no.

	Sebastian slides into the MRI.

	Linda examines a petri dish. She throws her pencil down 
	in frustration.

	Sebastian is hit by the spectral radiation beams.

	Matt pulls a vial of orange liquid from the cyclotron.

	INT. CORRIDOR - DAY

	Sebastian, still in his latex and scrubs, but looking 
	like he's been dragged through the nine levels of 
	purgatory, is escorted back to the recovery chamber by 
	Linda and Matt.

	He crosses to his bed and collapses on it. Closes his 
	eyes.

				SEBASTIAN
			The testing's making me sick.

				LINDA
			Could be the barium or the radiation.

				MATT
			You're physiology has changed and, 
			well, all bets are off.

				SEBASTIAN
			I can't believe I have to spend 
			another night here.
				 (to Linda)
			Suppose you're gonna go home now, meet 
			up with that boyfriend of yours now. 

	Linda and Matt exchange a glance. Linda quickly covers.

				LINDA
			Do you want me to stay?

				SEBASTIAN
			No. That's okay. It's just, being a 
			guinea pig is more work than I 
			thought. I'll be fine.

	INT. RESEARCH COMPOUND - NIGHT

	Various shots of the empty hallways and deserted labs.

	INT. OBSERVATION ROOM - NIGHT

	Carter kicks back in his chair listening to his walkman 
	stereo and playing gameboy.

	INT. RECOVERY CHAMBER - DAY

	Sebastian, in scrubs and make-up, paces back and forth.

	He slams the wall in frustration. He crosses to a mirror 
	and examines himself. He doesn't look half bad. He pokes 
	his cheeks. There's something about him that's a little 
	off, but only if you look close.

	INT. OBSERVATION ROOM - NIGHT

	A shadow falls across Carter's face. He looks up. It's 
	Sebastian wearing street clothes - jeans and a hooded 
	sweatshirt over his latex mask.

	Carter pulls of his earphones.

				CARTER
				 (surprised)
			Dr. Caine. What's up?

				SEBASTIAN
			Just stopped by to let you know, I'm 
			going out for a bit.

	Sebastian turns back into the hallway.

				CARTER
			Going out? Hey wait a sec!

	Carter scrambles to his feet.

	INT. CORRIDOR - NIGHT

	Carter catches up with Sebastian.

				CARTER
			What do you mean going out for a bit?

				SEBASTIAN
			If I don't get out of here, I'm gonna 
			go crazy.

				CARTER
			But you're not supposed to leave the 
			compound.

				SEBASTIAN
			Why not?

				CARTER
			That's the rule.

				SEBASTIAN
			Yes, but I made that rule. It's my 
			rule and I'm changing it.

				CARTER
			You can't just change it.

	Sebastian hits the elevator button. The doors open.

				SEBASTIAN
			Carter, I was suppose to be like this 
			for three days. Three fucking days and 
			I'll be damned if I'm going to spend 
			the rest of my life as a prisoner in 
			this godforsaken dump. Now I'm going 
			out. I'll be back in a couple of 
			hours. Okay?

	The elevator doors close with Sebastian inside. Shit.

				CARTER
			Shit.

	Carter runs down the corridor.

	INT OBSERVATION ROOM - NIGHT

	Carter picks up the phone and dials.

	A beat then.

				CARTER
			Yeah, it's Carter. We got a problem.

	INT. WAREHOUSE - NIGHT

	The elevator doors open and Sebastian pushes past the 
	Marine Guard.

				MARINE GUARD
			Hey, Doc. Haven't seen you for awhile? 

	Sebastian keeps his face turned away as he crosses to his 
	Porsche.

				SEBASTIAN
			Yeah, well. You know how it in 
			sometimes.

				MARINE GUARD
			You got that right, sir. I was 
			beginning to worry 'cause your car 
			hadn't moved.

				SEBASTIAN
			Thanks, but everything's cool. 

	Sebastian starts his car. It chugs a few times before 
	turning over and speeding out of the warehouse.

	INT. APARTMENT - NIGHT

	The door opens and Sebastian switches on the lights.

	He looks around his apartment and sighs. It's good to be 
	home.

	INT. BEDROOM - NIGHT

	Sebastian enters the bedroom, clicking on the light. He 
	looks at the ceiling, "You Should Be Working", and 
	smiles.

	INT. LINDA'S APARTMENT BUILDING, PARKING GARAGE - NIGHT

	Linda and Matt each rush to their respective cars.

				MATT
			He could be anywhere. Hell he could be 
			right behind us.

				LINDA
			I'll meet you at the lab. I'm gonna 
			swing by his place, just in case.

				MATT
			See you there.

	Matt tries to give her a quick pack. Linda backs away.

				LINDA
				 (quietly, looking around)
			I don't want him to see.

				MATT
				 (looking around too)
			What a mess.

	They get in their cars.

	INT. SEBASTIAN'S BEDROOM - NIGHT

	Sebastian packs up a few personal belongings in an 
	overnight duffle. He crosses to his bookcase and pulls 
	out some books and throws them into the bag.

	But as he does, he notices a light come on in the window 
	across the courtyard. Sebastian turns off his bedroom 
	light and moves toward the window. He peers across the 
	courtyard into the Brunette's apartment.

	He watches the Brunette as she comes into the living room 
	from her front hallway. She drops her keys on the table 
	and begins unbuttoning her blouse as she crosses to the 
	window. Just as the blouse slips off her shoulder, she 
	pulls her blinds shut.

				SEBASTIAN
			Shit.

	Frustrated, Sebastian steps away from the window and then 
	stops. Something has occurred to him.

				SEBASTIAN (cont'd)
			Don't even think it...

	He looks down and notices his hand is trembling. His 
	breathing is a little heavy. A little nervous. He catches 
	a glimpse at himself in the mirror.

				SEBASTIAN (cont'd)
				 (almost whispering)
			Once...just once.

	The Brunette's living room light switches off and the 
	bathroom light switches on. We see him fighting an 
	internal battle and we see him lose it. He grabs a hold 
	of his hand and peels the latex skin off.

	EXT. APARTMENT BUILDING - NIGHT

	Linda drives Sebastian's apartment. She spots his black 
	Porsche in the parking lot. She pulls over to the curb, 
	jumps out of her car and heads into the building.

	INT. BRUNETTE'S APARTMENT, BATHROOM - NIGHT

	Wearing just a robe, the brunette turns on her shower. 
	The doorbell rings. With a frustrated sigh, the brunette 
	rises.

	AT THE FRONT DOOR

	She peers through the peep hole. No one's there. But as 
	she turns she hears the doorbell again. She opens the 
	door, steps out into the hallway and looks around. Empty. 
	Puzzled she heads back inside her apartment.

	We follow her as she crosses to her bedroom, but a moment 
	later, the bedroom door closes on its own.

	We hear a SCREAM come from the other side. Then another. 
	Then a muffled struggled. And we...

									
	CUT TO:

	INT. HALLWAY, SEBASTIAN BUILDING - NIGHT

	Linda exits the elevator and heads down to Sebastian's 
	door. She knocks. Waits. No answer. She knocks again. 
	Waits.

	And then she tries the door. It's unlocked. She pushes 
	the door open.

				LINDA
			Sebastian?

	INT. SEBASTIAN'S APARTMENT - NIGHT

	Linda pushes through the living room, into the bedroom.

				LINDA
			Sebastian?

	She notices that the bathroom light is on.

	BATHROOM

	On the floor she finds Sebastian's clothing and on the 
	vanity she sees his latex face and hands.

				LINDA
			Oh shit.

	She scramble for the bedroom phone and quickly dials.

				LINDA (cont'd)
			Yeah, Matt, it's me. He was here. No. 
			He's taken his make-up off. I don't 
			know...He must be outside somewhere.
			I don't know where he went. I'm coming 
			back to the lab. How? How'm I supposed 
			to do that? I CAN'T FUCKING SEE HIM! 
			We're going on alpha call.  I want 
			everyone at the lab now. We're gonna 
			need thermal visors and we may need 
			tranqs.

	As she hangs up the phone, and heads out. The CAMERA 
	doesn't follow, but instead pushes through the blinds and 
	out the window. As we cross the courtyard, we begin to 
	hear muffled cries of terror. We hold on the Brunette's 
	window as we...

									
	CUT TO:

	INT. BRUNETTE'S APARTMENT - NIGHT

	The bedroom door opens and we see the Brunette, nude and 
	curled up on the bed, sobbing. We follow the sounds of 
	heavy breathing to the front door of her apartment. The 
	door opens and we push out into the hallway. We can see 
	indentations of feet appear on the hallway carpet.

	INT. CORRIDOR BY SEBASTIAN'S APARTMENT

	The elevator doors open and Linda steps inside. The doors 
	close shut behind her. A beat later we see the 
	indentations of footsteps come around the corner. We 
	follow the breathing and stumbling footfalls back into...

	INT. SEBASTIAN'S APARTMENT - NIGHT

	We push over to the bathroom sink. The faucet turns on 
	and the water starts running.

	We see the water cup under the faucet and splash against 
	Sebastian's face. His face appears briefly in the water. 
	Then the water slips away.

	For second it sounds like he's crying, but then we hear 
	something far worse. He's laughing. Nervous laughter.

	INT. CONFERENCE ROOM - NIGHT

	Matt hands out thermal goggles, while Frank loads and 
	passes out tranquilizer guns.

				JANICE
			What are the tranqs for?

				LINDA
			Use your imagination.

				JANICE
			Are you saying he's dangerous?

				MATT
			We're just saying we need to be 
			cautious.

				LINDA
			The Metro stops running after midnight 
			and he's on foot, so he can't have 
			gotten too far.

				CARTER
			Look, this isn't a monkey we're 
			talking about. It's Dr. Caine. Don't 
			you think you're over reacting?

				LINDA
			This program is classified. If he's 
			out there it means someone might find 
			out about him. He could destroy the 
			whole program.

				SEBASTIAN'S VOICE
			Relax, Linda. No one's gonna find out. 

	They all turn around. At the door is Sebastian, back in 
	his latex outfit.

				MATT
			Where the hell have you been?

				SEBASTIAN
			I got a little stir crazy, so I went 
			to my apartment to pick up some stuff.

				LINDA
			Bullshit! I went to your apartment and 
			I happen to know you did a helluva lot 
			more than pick some stuff up.

				SEBASTIAN
			What are you talking about?

				LINDA
			You, of all people How could you? 

	Caught dead to rights, Sebastian sinks into his chair. He 
	thinks she knows.

				LINDA (cont'd)
			You put yourself and this project at 
			risk.

				SEBASTIAN
			Just what did you see in my apartment?

				LINDA
			I saw your face and your clothes.

				MATT
			It was bad enough you left without an 
			escort, but to take off the...
				 (he motions to his face)
			out in public?

	Sebastian realizes that they don't know.

				SEBASTIAN
			Don't make a mountain out of molehill. 
			I didn't let anyone see me.

				LINDA
			That's not good enough. When you're 
			outside the lab there are a thousand 
			variables none of us can control. It's 
			just not safe for you to be out there.

				SEBASTIAN
			Come on, Linda. You don't expect me to 
			be some kind of prisoner.

				LINDA
			You volunteered for this, Sebastian. 
			You knew going in there could be 
			consequences.
				 (beat)
			For the security of this project, I'm 
			gonna have to ask you to confine 
			yourself to the compound.

				SEBASTIAN
			I'm still Project Leader, Linda. It's 
			my decision to make.

				LINDA
			You're right. It's your decision. But 
			if you leave the compound again, I'll 
			notify the oversight committee. Then 
			they can make the decision. You 
			understand?

				SEBASTIAN
			Matt?

				MATT
			Sorry, man. You'd do the same if it 
			were the other way around.

	A long beat. Sebastian slowly rises, acknowledges Linda 
	with a nod and leaves the room. Linda looks around at her 
	silent co-workers, the goggles and tranqs still on the 
	table.

				LINDA
			Pack 'em up... Everyone go home.

								
	DISSOLVE TO:

	INT. LABORATORY - DAY

	The Lab is buzzing with the usual activity. Linda rolls 
	up Sebastian's sleeve, revealing nothing.

				LINDA
			Hold still.

	She wraps a bungee cord around the nothing and pulls it 
	tight. She then sprays the inside of his elbow with dye.

				SEBASTIAN
				 (contentious)
			How much blood do you think you've 
			taken so far?

	The surface of his skin sheens in the light as Linda 
	searches for a vein. She slaps his arm several times, 
	then plunges a hypodermic needle into his skin.

				LINDA
			Not enough to worry about.

				SEBASTIAN
			Every day... feels like you're sucking 
			me dry.

	Linda presses down on the hypodermic plunger, releasing a 
	dye into his bloodstream.

				SEBASTIAN (cont'd)
			It's funny. All these years I've known 
			you, I never pegged you for a 
			megalomanic.

				LINDA
			What are you talking about?

				SEBASTIAN
			The shoe being on the other foot. You 
			getting to run things.

				LINDA
			I didn't ask for this, Caine. But when 
			a classified experiment disappears in 
			the middle of the night, someone's 
			gotta run the show.
				 (tries sympathy)
			Look, I know how hard this has been 
			for you.

	He knocks her arm away and pulls the hypo, out of his 
	arm.

				SEBASTIAN
			Don't patronize me.
				 (beat)
			And for the record, you've got no idea 
			what it's like. I get up every morning 
			and you people stick needles in me. 
			You bombard me with radiation until I 
			vomit. And then at six it's over for 
			you. You get to go home. But Sebastian 
			is still here. Sebastian can't leave, 
			or else. That's the worst part, you 
			know. Here I have this ... this GIFT 
			and I can't even use it.

				LINDA
			Now it's a gift?

				SEBASTIAN
			You're goddamn right it's a gift. And 
			if you weren't so goddamned short 
			sighted, I'd be out there right now 
			trying to master it. 

	Sebastian looks around at the other scientists staring at 
	him. He tosses the hypo with the needle onto the 
	instrument tray and heads toward the door.

				LINDA
			Where're you going?

				SEBASTIAN
			Looks like I'm going nowhere.

				MATT
			Come on, man. We've got a ton of tests 
			scheduled today.

				SEBASTIAN
			Do them yourself.


	INT. RECOVERY CHAMBER - NIGHT

	Linda enters to find Sebastian reading the collected 
	works of T.S. Elliot.

				LINDA
			Want to talk about it?

				SEBASTIAN
			No.

	Linda looks over his shoulder.

				LINDA
			"We are the hollow men, the stuffed 
			men, headpieces filled with straw."

				SEBASTIAN
			Funny, huh? I've become a literal 
			metaphor.

	He puts the books down.

				LINDA
			I don't want to fight you. I just want 
			what's best for the program.

				SEBASTIAN
			I know. And you being right doesn't 
			make it any easier for me.

				LINDA
			You can be scared. That's okay.

				SEBASTIAN
			I'm not scared of being stuck this 
			way. With a little more make-up and 
			practice, I could...
				 (he motions to his face)
			... pass. Y'know, get by in the world. 
			But the testing...

				LINDA
			You're talking like you've given up. 
			It's only been a few months.

				SEBASTIAN
			What if it's years? I don't know how 
			much more testing I can take.

	INT. RECOVERY CHAMBER - LATER

	Sebastian paces back and forth, glancing at the camera.

	INT. LABORATORY - DAY

	Linda, Matt and Sebastian, in latex and scrubs, stare at 
	an electron microscope's video display. On the screen in 
	a sparse colony of blood calls but every second more and 
	more cells appear, filling the gap.

				MATT
			60% reversion. 70% ... 75% ... 80% ...
			85 ...

	The others in the lab listen. They start to get excited. 
	Janice and Carter leave their research and come over to 
	watch the screen.

				SEBASTIAN
			We've got it. We've got it.

				MATT
			93% ... 95%... 95%

	They wait. Linda points to a blank patch on the screen.

				LINDA
			That's all we need.

				SEBASTIAN
			Come on, baby. Come on.

	But the blood cells nearest the blank patch twinkle out 
	existence, and then those around them also blink away 
	until after a beat, the screen is empty.

				MATT
			Full quantum cascade at 95%.
				 (beat)
			I'm sorry.

				SEBASTIAN
			You're sorry? You're fucking sorry? 

	Sebastian picks up a glass beaker and hurls it against 
	the wall. It shatters.

				SEBASTIAN (cont'd)
			Six weeks of this shit and you're 
			sorry!

	He grabs more equipment and begins tossing it in a rage. 
	Carter and Janice grab him and restrain him. After 
	struggling against them a beat or two, Sebastian calms 
	down and pushes away from them and heads out the door.

				JANICE
			I don't blame him.

				LINDA
			I'll go talk to him.

				MATT
			Leave him alone. He just needs to blow 
			off some steam.

	INT. RECOVERY CHAMBER - NIGHT

									
	CUT TO:

	Sebastian lies in his bed, staring at the security 
	camera. The camera stares back at him.

	As if from a dream, we hear the Brunette's muffled scream 
	and cries for help. As we push in on Sebastian's cold 
	eyes, we can barely make out her face thrashing back in 
	forth in panic and confusion.

	Sebastian suddenly rises.

	He crosses to the video camera and examines a small panel 
	on the underneath of the camera.

	He reaches into a box of twinkies and pulls out one of 
	the sponge cakes and begins munching. He hits the 
	intercom button on the phone.

				FRANK (V.0.)
			Yeah?

				SEBASTIAN
			I'm going to the lab.

				FRANK (V.0.)
			Don't you sleep?

				SEBASTIAN
			Waste of time. Da Vinci never slept.

	INT. OBSERVATION ROOM - NIGHT

	Frank eyes Sebastian in the monitor.

				FRANK
			Okay. I'm here if you need me.

	He watches as Sebastian's heat signature moves toward the 
	door.

	INT. LABORATORY - NIGHT

	In the dark deserted lab, Sebastian pulls together a 
	circuit board, a computer chip and some wiring. He seems  
	be assembling something.

	INT. RECOVERY CHAMBER - NIGHT

	Sebastian crosses underneath the camera... just out of 
	its range... reaches up and using a screwdriver, unscrews 
	the access panel. He scans the electronics and attaches 
	two alligator clips to wires on the circuit board.

	Trailing a long length of wire, Sebastian crosses back to 
	his bed and lies down. He holds a black project box with 
	a button on it. He lies perfectly still and press the 
	button.

	INT. OBSERVATION ROOM - NIGHT

	The video image of the Recovery Chamber flickers 
	slightly, before returning to normal.

	INT. RECOVERY CHAMBER - NIGHT

	Sebastian rises and begins to peel off his latex.

	INT. HALLWAY OF HABITATS - NIGHT

	Sebastian's POV - Various animals stir restlessly. A DOG, 
	visible, leaps against the Plexiglas, barking wildly. We 
	push further down the corridor.

	INT. OBSERVATION ROOM - NIGHT

	Again, Sebastian's POV as he pushes through the open door 
	of the observation room. We see Frank sorting through 
	various computer readouts, highlighting certain coding 
	sequences.

	We push in until we are looking over Frank's shoulder at 
	the video monitor. According to the video, Sebastian is 
	sleeping soundly in his room.

	INT. RECOVERY CHAMBER - NIGHT

	The rewired security camera stares down at the empty bed.

	INT. OBSERVATION ROOM - NIGHT

	Frank glances over at the video monitor. He can see 
	Sebastian's heat signature lying in the bed.

	Frank feels something on his neck. He flicks whatever it 
	is away with his hand and goes back to work.

	INT. WAREHOUSE - NIGHT

	The elevator door opens. The Guard turns around. The 
	elevator is empty.

	INT. METRO STATION, WASHINGTON D.C. - NIGHT

	A Metro Subway train draws to a halt. With a cautionary 
	"BING BONG" its doors slide open. A handful of people 
	exit and enter. One man bumps shoulders. He turns round 
	to apologize, but there's no one there. The doors close 
	and the train pulls out of the station.

	EXT. DOWNTOWN D.C. - NIGHT

	A couple of pretty girls exit a bar and stumble to their 
	apartments.

	INT. APARTMENT - NIGHT

	One of the girls enters her apartment. The door half 
	closes behind her and then reopens and closes again.

	INT. OBSERVATION ROOM - MORNING

	Frank's reading a book when Linda and Matt enter.

				MATT
			How'd it go?

				FRANK
			Quiet. He worked in the lab till about 
			10:30 and then went to sleep.

	INT. RECOVERY CHAMBER - DAY

	Close on the security camera. The wires have been removed 
	and the access panel replaced.

	Sebastian whistles a cheerful tune as he finishes 
	applying his makeup. The door opens and Linda and Matt 
	enter.

				SEBASTIAN
			Ah, my two favorite people. Good 
			morning.

				LINDA
			Good morning.

				MATT
			Why so cheery this morning?

				SEBASTIAN
			You know some days you just wake up 
			feeling the world is full of 
			potential. Like your eyes have been 
			opened.

				MATT
			I'm happy if I make it to my coffee 
			machine.

	Linda hands Sebastian a disk.

				LINDA
			I restructured the third genome on 
			your radiated protein strand. Thought 
			you might want to take look.

				SEBASTIAN
			Cook up a batch and let's see where we 
			go.

				LINDA
			I thought you'd want to take a look at 
			it.

				SEBASTIAN
			I trust you. Now if you'll excuse me, 
			I need to have my head examined.

	INT. STORAGE FREEZER - DAY

	Linda pulls bags of frozen plasma from the shelves in the 
	walk-in storage freezer.

				LINDA
			I'm telling you, I know him. 
			Something's going on.

				MATT
			Think he knows about us.

				LINDA
			If he knew about us, he'd be angry and 
			that wasn't angry.

	INT. CORRIDOR - DAY

	Janice heads up one of the corridors when something on 
	the floor catches her eye. She bends down and takes a 
	look at it. Barely visible on the floor is a fragment of 
	a BAREFOOT FOOTPRINT.

	She runs her finger along the dried mud. It turns to 
	dust.

	INT. LABORATORY - DAY

	Sebastian holds his latex head on his lap, while EEG 
	leads hang suspended in mid-air, outlining his real head. 
	Carter analyzes the results.

				SEBASTIAN'S VOICE
			When you were a kid, you ever dream 
			about being invisible?

				CARTER
			Sure... all the time.

				SEBASTIAN'S VOICE
			What did you imagine you'd do?

				CARTER
			The usual.

				SEBASTIAN'S VOICE
			What's the usual?

				CARTER
			Hanging out in the girl's locker room. 
			Kicking Jimmy Margiani's ass.

				SEBASTIAN'S VOICE
			Jimmy Margiani?

				CARTER
			School asshole. Drove a red Trans Am. 
			Back then, I was the size of a small 
			planet and made a rather large target.

				SEBASTIAN'S VOICE
			Ever think up anything along the grand 
			scale?

				CARTER
			Sure. World domination. Manipulating 
			stock markets, consolidating a 
			political power base. But those are 
			more recent fantasies.

	Carter pulls off the electrodes and Sebastian slides on 
	his latex facemask.

				SEBASTIAN
			And what if it weren't fantasy? What 
			if you were out there in the world and 
			could do whatever you wanted with no 
			consequences whatsoever. How far would 
			go? I mean... if it were real?

				CARTER
			I don't know, man. Out in the real 
			world... I mean, there's a 
			responsibility...

				SEBASTIAN
			Let's say you saw a woman with amazing 
			tits. Would you brush against them?

				CARTER
			Hell, I try and do that now.

				SEBASTIAN
			Human nature. So if you could get away 
			with more, would you do more?

				CARTER
			I read that in a survey at a major 
			university they asked college students 
			"Would you steal if you were 
			guaranteed to get away with it?" 82% 
			said yes.

				SEBASTIAN
			Eighty two percent? Makes you wonder 
			if the world's ready for what we're 
			doing.

				CARTER
			So, Doc what did you do?

				SEBASTIAN
			What do you mean?

				CARTER
			When you were out.

				SEBASTIAN
			I just walked around. Y'know.

				CARTER
			Aw, you just walked around? Come on. 
			There's more, right?

				SEBASTIAN
			Like what?

				CARTER
			Man, I'd be walking up to people 
			saying shit like "This is God, go,get 
			a haircut." Or hanging out in the 
			changing room at Victoria's Secret.

				SEBASTIAN
			Kind of sophomoric, don't you think. 
			Besides, it was late and I wasn't out 
			that long.

				CARTER
			Well, did you see anybody?

				SEBASTIAN
			There was this one girl.

				CARTER
			Yeah? And did you mess with her? 

				SEBASTIAN
			Naw...

	Sebastian gives Carter a sly grin.

				SEBASTIAN (cont'd)
			Well maybe a little.
				 (beat)
			I tell you though, a man could get 
			used to it.

	INT. LABORATORY - NIGHT

	Alone, Linda packs up her stuff for the evening.

	Slowly we push in on her and hear quiet breathing. We 
	realize we are in...

	SEBASTIAN'S POV

	Then ...

				SEBASTIAN'S VOICE
			Goodnight.

	Linda-jumps.

				SEBASTIAN'S VOICE (cont'd)
			Sorry, didn't mean to frighten you.

				LINDA
			It's fine. I just didn't know you were 
			there. Goodnight.

	As she leaves the Lab, he follows her down the hallway.

	EXT. LINDA'S APARTMENT BUILDING - NIGHT

	Linda passes through the revolving doors of her apartment 
	building. A few beats later, as if caught by a gust of 
	wind, the revolving door slowly turns on its own.

	INT. APARTMENT'S HALLWAY - NIGHT

	Linda slips into her apartment and the door closes behind 
	her. A moment later we see the doorknob turn back and 
	forth. It's locked.

	EXT. ALLEY - NIGHT

	On a fire escape, we see the ladder shake and descend to 
	the ground. The metal rattles back and forth as if 
	something were climbing it.

	We slowly crane up the fire escape and hold on a window. 
	Through the wispy curtains and dirty glass we can see 
	Linda enter the room. The panel of glass fogs from 
	Sebastian's breath. The fog wipes away, seemingly by 
	itself.

	But then through the window we see Matt walk into the 
	living room and put his arms around Linda's waist. We 
	hear a shocked intake of air.

	He kisses her neck and then slowly unzips her dress. Her 
	dress falls to the floor. Matt takes off his sport coat 
	and drapes it over a chair, while Linda unfastens the 
	buttons of his shirt. They're laughing now, exchanging 
	kisses.

	Matt reaches behind Linda and unhooks her bra. He kisses 
	his way down her neck to her breasts. Linda pulls him to 
	her.

	Suddenly the window shatters. Startled, both Matt and 
	Linda jump back covering themselves.

	We hear Sebastian's footsteps as he retreats down the 
	fire escape.

	A moment later Matt reaches the window and peers out. He 
	sees the fire escape ladder slowly rise back up down 
	below.

				LINDA
			What was it?

				MATT
			I don't know. I don't see anything. 

	Matt picks up a piece of glass and examines it.

				MATT (cont'd)
			It's like something hit it.

	Linda picks up the phone and dials.

	INT. OBSERVATION ROOM - NIGHT

	Carter picks up the phone.

				CARTER
			Hello?

	Carter looks at the security monitor of the recovery 
	room. Sebastian's heat signature lies still on the bed.

				CARTER (cont'd)
			No. No. He's here No, I'm staring at 
			him. He's right there in his room.

	INT. LINDA'S APARTMENT - NIGHT

	Linda breathes a sigh of relief.

				LINDA
			Thanks. No, just checking. 'Kay, bye.
				 (hangs up phone)
			Phew.

	Matt pulls her into him.

				MATT
			Relax... it's nothing. Where were we?

	INT. RECOVERY CHAMBER - NIGHT

	BARKING can be heard in the background. That horrible 
	repetitive barking that grates the soul like Chinese 
	water torture.

				SEBASTIAN'S VOICE
			Be quiet!

	A photograph of Linda drifts through the air and settles 
	atop a flaming candle. It ignites into fire, twisting and 
	turning in mid-air, then falling on the floor as ash. A 
	beat later water runs from the sink faucet. It forms in 
	the shape of hands and splashes against his face, 
	dripping away.

				SEBASTIAN'S VOICE (cont'd)
			And the cyclops screamed out, "Who is 
			it who blinds me?" and Odysseus 
			replied "Nobody is my name". And the 
			Cyclops raged to his friends "Nobody 
			is killing me. Nobody".

	The barking continues. A moment later the chamber door 
	slides open. We push down the...

	HALLWAY OF THE HABITATS

	... until we are face-to-face with the unhappy barking 
	dog.

				SEBASTIAN'S VOICE
			Shhhh. It's Nobody-It's nothing.

	The Plexiglas door to the doggie's cage swings open and 
	some invisible force grabs little doggie around the neck. 
	The force squeezes its little fur ball throat until the 
	barking stops.

				SEBASTIAN'S VOICE (cont'd)
			Nobody's gonna hurt you. 

	The force keeps squeezing until the little doggie goes 
	limp. Then the dog smashes against the Plexiglas over and 
	over until blood spills out its mouth. The Plexiglas door 
	swings closed again and moments later the door to 
	Sebastian's cubicle closes as well. The water runs in 
	Sebastian's sink washing the blood away from his now half 
	visible hands.

								
	DISSOLVE TO:

	INT. HABITAT'S CORRIDOR - NEXT MORNING

	Sarah sees the dead dog lying prone on its bedding. She 
	eyes it curiously and opens the cage door.

	INT. RECOVERY CHAMBER - LATER

	Sarah stares at the empty chamber.

				SARAH
			You awake?

				SEBASTIAN'S VOICE
			I am now.

	The sheets raise and drape off of him.

				SARAH
			Notice anything unusual last night. 

				SEBASTIAN'S VOICE
			No. Why?

				SARAH
			Franklin Three. He's dead.

	Sebastian pulls a sheet around him. He moves across the 
	dimly lit room like a ghost.

				SEBASTIAN
			What of?

				SARAH
			His neck was broken and his windpipe 
			collapsed.

				SEBASTIAN'S VOICE
			How'd that happen?

				SARAH
			I thought maybe you could tell me.

				SEBASTIAN'S VOICE
			Sarah... You saying I had something to 
			do with it?

				SARAH
			He was alive last night when I left 
			and he was dead this morning. And you 
			were the only one down here.

				SEBASTIAN'S VOICE
			I was in my room all night.

	INT. OBSERVATION ROOM - DAY

	Sarah sits with Carter as they run through the security 
	video tape. Matt and Linda look over their shoulder.

				CARTER
			That's all twelve hours.

				LINDA
			He never left the room.

				SARAH
			A windpipe doesn't just suddenly 
			collapse. Someone or something killed 
			it.

				MATT
			You saw the tape. The man was in his 
			chamber.

				SARAH
			Then we have a problem, because I the 
			cage was locked from the outside. That 
			means it was opened, the dog was 
			killed and the cage was closed and 
			locked again. Only a human could do 
			that.

				CARTER
			Well, it wasn't me.

				MATT
			And it wasn't him.

				LINDA
			Are we sure?

	INT. RECOVERY CHAMBER - NIGHT

	Linda passes Sebastian's chamber. Sebastian's in latex.

				SEBASTIAN
			Any big plans for tonight?

				LINDA
			Quiet night at home. Maybe a book.

				SEBASTIAN
			Really? Whatever happened to that guy 
			your were seeing?

				LINDA
			He's still in the picture. Why?

				SEBASTIAN
			Being locked down here, I'm forced to 
			live vicariously. Someday you'll have 
			to tell me what he's like.

				LINDA
			Maybe someday I will. See you in the 
			morning.

				SEBASTIAN
			Au domain.

	Sebastian watches Linda walk away. He glances at the 
	camera and starts to peel off his face.

	INT. WAREHOUSE - NIGHT

	The elevator door opens. It's empty.

	SEBASTIAN'S POV - as we push past the guard and down onto 
	the street.

	EXT. STREET - NIGHT

	Empty street. We hear whistling. Splashes of water splat 
	out from shallow puddles,,as Sebastian walks through 
	them.

	SEBASTIAN'S POV - A car approaches. As it drives by we 
	see Matt and Linda inside, heading back to the warehouse.

	The footsteps stop.

				SEBASTIAN'S VOICE
			Hmmm.

	We see the footsteps start to head back toward the 
	warehouse.

	INT. WAREHOUSE - NIGHT

	Linda and Matt exit their car and cross toward the 
	elevator.

				LINDA
				 (to Marine Guard)
			Forgot something.

	INT. STREET IN FRONT OF WAREHOUSE - NIGHT

	As we watch the footsteps head back through the puddles 
	toward the warehouse, we see Frank pass us in his car.

				SEBASTIAN'S VOICE
			What the hell?

	He breaks into a run. Feet splash water and he races back 
	toward the warehouse.

	INT. ELEVATOR - NIGHT

	Empty. The elevator door opens and we push out into the 
	hallway. Sebastian's POV

	INT. HALLWAY OF HABITATS - NIGHT

	We follow Sebastian down the hallway to his cubicle. But 
	as he rounds the corner, he quickly ducks back. The 
	entire research team is in his cubicle. Sebastian slowly 
	approaches and watches as Frank takes down his video 
	board.

				FRANK
			Pretty clever really. All it does is 
			recycle the signal. He flips this 
			switch, it takes a snapshot and that's 
			all we see.

				LINDA
			Asshole.

				JANICE
			And you think he's violent?

				SARAH
			He killed a dog with his bare hands.

				FRANK
			Dogs aren't people. Are we in any 
			danger?

	Linda doesn't know.

				LINDA
			Either way, we aren't equipped to 
			handle this. We have to inform the 
			committee.

	Everybody murmurs in agreement.

				JANICE
			What if he doesn't come back?

				LINDA
			They'll go after him.
				 (beat)
			Who has tonight's shift?

				JANICE
			I do.

				LINDA
			Pretend nothing's wrong. Everyone just 
			do what you're doing so he doesn't 
			become suspicious. Okay? Matt and I'll 
			go tell Doctor Kramer and we'll lot 
			the committee deal with it. 

	Sebastian's POV - He backs away and races down the hall.

	EXT. DR. KRAMER'S HOUSE - POTOMAC MD - NIGHT

	The stately stone house sits on a finely manicured lawn 
	in one of the nicest neighborhoods in town. Linda's car 
	is parked on the curb in front.

	We break from a typical establishing shot and as the 
	CAMERA tracks closer to the house, we realize that we are

	SEBASTIAN'S POV

	We hear breathing and footsteps as we push through some 
	bushes and head toward a bay window which looks into the 
	Kramer living room.

	Through the glass we see LINDA and MATT seated across 
	from DR. KRAMER. We can't hear what they're saying but it 
	certainly looks serious. Kramer puffs on a pipe and 
	strokes his beard, shaking his head.

	Kramer rises and shakes hands with Linda and Matt, and 
	the three of them head toward the front door.

	We move away from the window and track toward the front 
	door. As the door opens we begin to hear the tail end of 
	the conversation.

				KRAMER
			I'll call General Caster right now and 
			convene the oversight committee 
			tomorrow.

				LINDA
			Thank you, sir.

				MATT
			What do we do in the meantime?

				KRAMER
			Just sit tight and wait for my call. 

	Matt and Linda head down to her car. Kramer heads back 
	inside.

	INT. KRAMER'S HOUSE - NIGHT

	Kramer heads back into the living room. His wife appears 
	a the upstairs railing.

				MRS. KRAMER
			What was that about?

				KRAMER
			Just a little trouble at work.

				MRS. KRAMER
			You coming up?

				KRAMER
			In a minute. I have to make a few 
			calls.

	Mrs. Kramer retreats back to her bedroom as Dr. Kramer 
	crosses over to the telephone. He picks up the receiver 
	and starts dialing. In the middle of dialing, the phone 
	goes dead. He clicks the hookswitch up and down trying to 
	get a dial tone. Nothing. He checks the connections on 
	the phone and then follows the wiring to the wall. The 
	line's plugged in. Weird. He hears a door creak open in 
	the kitchen.

				KRAMER (cont'd)
			Hello? Hello?

	Kramer crosses to the darkened kitchen. The kitchen door 
	leading to the backyard is open. Puzzled, he crosses to 
	it. A wind stirs across the pool and backyard, swirling 
	dead leaves in small twists of wind. The windchime rings 
	lightly. Kramer steps out.

	EXT. POOL/PATIO, BACKYARD - NIGHT

	In the dim spillover light from house, Kramer crosses to 
	the telephone- box against the back of the house. It Is 
	open and several of the wires have been pulled. He looks 
	around, spooked and puffs out a cloud of smoke from his 
	pipe. For the briefest of instants, Sebastian's face is 
	visible in the smoke. Kramer jumps back in surprise and 
	the pipe drops from his mouth. He gives a small sharp 
	cry, but deep indentations appear across his mouth and 
	his cries are stifled. In the darkness, we can make out 
	his form writhing as if possessed. The struggle continues 
	a beat until Kramer manages to break free.

				KRAMER
			Help! HELP! MARTHA! HELP!

	As Kramer runs, he looks behind him. But no one's there. 
	WHAM! Something slams into Kramer and he tumbles, rolling 
	into the pool. But as he hits water there's not just one 
	splash, but TWO. In the water next to him is human shaped 
	AIR-POCKET. It's Sebastian displacing the water. And 
	because of the water displacement, we can clearly see two 
	arms pushing Kramer beneath the water's surface. 

	MARTHA KRAMER opens the bedroom window and looks down at 
	the pool. All she can see is her husband drowning... his 
	flailing limbs kicking up a massive air bubble around 
	him. She races from the window. Kramer kicks and flails 
	for a few moments and then his limbs stop moving. A 
	moment later he floats to surface, face down. The AIR 
	POCKET bobs over to the pool ladder, and rising from the 
	pool, we see Sebastian's body outlined in sheets of 
	water. The shape melts away in a cascading waterfall 
	until all we can see of Sebastian are the hundreds of 
	tiny droplets still clinging to his body, caught in the 
	light like twinkling bulbs on a Christmas tree. The shape 
	disappears into the darkness. A moment later Martha 
	emerges from the house and sees her husband floating face 
	down in the pool. She screams.

	INT. RECOVERY CHAMBER - DAY

	Linda passes by Sebastian's chamber.

				SEBASTIAN'S VOICE
			What? No good morning for me? Don't 
			you like me anymore?

				LINDA
			Oh, sorry. I...I'm in a hurry.

				SEBASTIAN'S VOICE
			That's okay. It's going to be busy 
			day.

	INT. LINDA'S OFFICE - DAY

	Matt sits across from her, twirling a pen in his hand. 
	They both stare at the phone.

				LINDA
			When did he say held call?

				MATT
			He's probably meeting with the 
			committee trying to figure out what to 
			do.

				LINDA
			I'm gonna call him.

	Linda picks up the phone and dials.

				LINDA (cont'd)
			Yes, Dr. Kramer please. Excuse me?
				 (inhales sharply - surprised)
			When? I'm so sorry.

	Linda blanches as she hangs up the phone.

				MATT
			What?

				LINDA
			He's dead. Drowned in his pool last 
			night.

	Linda picks up the phone again and dials.

				LINDA (cont'd)
			Yes, General Thompson please. Thank 
			you. 

	As she waits the phone line clicks dead.

				LINDA (cont'd)
			Hello? Hello?

	She clicks on the hookswitch.

				MATT
			Let me see that.

	He tries it too. Same result.

				MATT (cont'd)
			Intercom's working, but there doesn't 
			seem to be an outside line.

	INT. CORRIDOR/ELEVATOR

	They waste no time getting to the elevator. Linda and 
	Matt step in.

				LINDA
			I'll be right back with help.

	Linda taps in his floor code.

				ELEVATOR (V.0.)
			Authorization please.

				LINDA
			Foster One Delta Eight Three Five.

				ELEVATOR (V.0.)
			Authorization invalid. Request denied.

				LINDA
			That's a first.

	Linda taps the keypad again.

				ELEVATOR (V.0.)
			Authorization please.

				LINDA
			Foster One Delta Eight Three Five.

				ELEVATOR (V.0.)
			Authorization invalid. Request denied.

				MATT
			Let me try mine.

	Matt hits buttons on the keypad.

				ELEVATOR (V.0.)
			Authorization please.

				MATT
			Kensington Two Romeo One Five Nine.

				ELEVATOR (V.0.)
			Authorization invalid. Request denied.

				LINDA
			Tell me this isn't happening.

	INT. LABORATORY - DAY

	Frank, Sarah, Carter and Janice man various work stations 
	in the lab. Linda and Matt enter.

				LINDA
			We've got a problem.

	INT. COMPUTER ROOM - NIGHT

	Frank's fingers fly over the keyboard.

				MATT
			How long before anybody starts looking 
			for us?

				LINDA
			There's no set check in procedure. It 
			could be weeks.

	A graphic of the elevator system pops up on the screen. 
	Frank highlights the security terminal. Frank hits a few 
	more keys. The screen reduces to a series of numbers.

				LINDA (cont'd)
			You think you can got in?

	Frank rewrites a few of the numbers.

				FRANK
			Already in. It was only a second level 
			encryption.

	The Security System specifications pops up.

				JANICE
			Some security system.

				FRANK
			Oh the system is fine. It's just I'm 
			just extraordinary.

	Frank types a few more keys, and his eyes widen.

				FRANK (cont'd)
			But apparently someone is more 
			extraordinary than me.

				MATT
			What is it?

				FRANK
			There's nothing wrong with the system. 
			Our codes have been removed.

				MATT
			Removed? By who?

				FRANK
			Here's a clue. Only one code remains. 

				LINDA
			Whose?

				FRANK
			Dr. Sebastian Caine.

	INT. RECOVERY CHAMBER

	The team approaches Sebastian's chamber. Carter pulls on 
	the pair of thermal goggles dangling from his neck up.

	THERMAL POV - The chamber is empty.

				CARTER
			He's not in there.

	Linda enters the chamber. She notes that Sebastian's face 
	and makeup are on the sink vanity. Linda crosses to the 
	phone and hits the "PAGE BUTTON"

				LINDA
			Okay, Sebastian. Fun's over. Tell us 
			where you are.

	She waits. Then...

				SEBASTIAN'S VOICE
			I'm sorry. But I can't lot you turn me 
			in.

				LINDA
			Sebastian... where are you?

				SEBASTIAN'S VOICE (INTERCOM)
			You have no idea what it's like. The 
			power of it. The freedom. I can't let 
			that go.

				LINDA
			C'mon Sebastian. You're scaring me. 
			Tell me where you are and we can talk 
			about it.

				SEBASTIAN'S VOICE (INTERCOM)
			There's nothing to talk about. See ... 
			I've done things that can't be undone. 

	A long beep as the intercom clicks off.

				LINDA
			Sebastian! Sebastian!
				 (beat)
			I want search parties. Thermal goggles 
			and tranquilizers.

	INT. CORRIDOR

	Linda and Matt, wearing thermal goggles and clutching 
	tranquilizer pistols, walk down the hallway, scanning 
	back and forth.

	INT. SEBASTIAN'S OFFICE

	Janice enters the office.

				JANICE
			Dr. Caine? Are you in here? Dr. Caine? 

	Suddenly, Janice jerks back.

				SEBASTIAN'S VOICE
			I'm here.

	INT. HABITAT'S CORRIDOR

	Sarah scans all the habitats with a thermal scanner. 
	Listening intently.

	INT. SEBASTIAN'S OFFICE

	Janice struggles with her unseen assailant, slamming into 
	walls and knocking into filing cabinets.

	INT. LABORATORY

	Frank and Carter search the lab with their thermal 
	scopes.

				FRANK
			Doctor Caine?

	INT. SEBASTIAN'S OFFICE

	Linda and Matt knock.

				LINDA
			Sebastian?

	No response. They push through the door. The room seems 
	deserted. Signs of a struggle. File cabinets opened, 
	drawers tossed.

				MATT
			This is bad.

	THERMAL POV - Linda surveys the room, spotting a slight 
	heat signature peeking from the corner.

				LINDA
			There's something over there.

	Linda moves toward it. Whatever it is its hidden from 
	Matt's POV by the supply cabinet. As Linda gets close she 
	pulls of f her thermal goggles to see...

	JANICE -

	Her face blue, eyes bulging. An I.V. cord wrapped around 
	his neck. Linda jumps back.

				LINDA (cont'd)
			Jesus. Oh my god.

	Matt rushes over. Sees the lifeless corpse.

				MATT
			What happened?

	Linda lowers the body to the floor.

				LINDA
			She was strangled. Multiple blows to 
			her head.

	Linda begins a medical check of the rest of the body. 
	Matt stoops down and examines Janice's face.

				LINDA (cont'd)
			We got a big problem here.

	A lamp tumbles from the desk and smashes to the floor. 
	Both Linda and Matt jump. Linda frantically dons the 
	thermal visor and scopes the room again. Nothing. Matt 
	notices the lamp cord beneath Linda's leg. Points it out 
	to her. She sighs with relief... she pulled the lamp off 
	the table.

				LINDA (cont'd)
			Get everybody to the conference room. 
			Now!

	Matt picks up the phone. Clicks the hookswitch. Clicks 
	the hookswitch again.

				MATT
			Intercom... the phone lines. They're 
			dead.

				LINDA
			Gimme that.

	She checks the phone, punches some numbers. Nothing.

				LINDA (cont'd)
			It was just working.

				MATT
			What the fuck is going on here?

	INT. CORRIDOR

	Matt and Linda head toward the lab.

	Linda suddenly stops.

				MATT
			What?

				LINDA
			Shhh.

	Linda takes a few cautious steps. Senses something.

				LINDA (cont'd)
			Give me the visor.

	Matt, suddenly concerned, hands her the visor. 

	THERMAL POV - Linda checks out the corridor. Empty. Linda 
	takes Matt's hand.

				LINDA (cont'd)
			C'mon.

	They move quickly up the corridor. See Frank, Sarah and 
	Carter.

				FRANK
			Did you find him?

				LINDA
			Janice is dead.

	INT. CONFERENCE ROOM

	Linda scans the room with her thermal scope.

				LINDA
			It's clear.

	Matt, Frank, Janice and Sarah step in, locking the door 
	behind them.

				SARAH
			The man has checked out of reality.

				FRANK
			What happened? I don't understand.

				CARTER
			Isn't it obvious? Right now, we're the 
			only ones who knows he exists. If he 
			gets rid of us, no one knows and he 
			becomes the most powerful man on 
			earth.

				FRANK
			But he's not a killer.

	They all look at Linda.

				LINDA
			He wasn't. He is now.

				MATT
			Can you fix the elevator? Restore our 
			codes?

				FRANK
			It'd take hours to crack the 
			encryptions.

				MATT
			Right now that sounds like good news.

				CARTER
			So what do we do until then. Sit 
			around waiting for him to kill us off? 

	Everyone looks around for some leadership. Finally.

				LINDA
			No. We find him, before he finds us.

	INT. CORRIDOR - DAY

	The group moves quickly, passing under an air vent. As 
	they round the corner the vent slowly swings down and an 
	air disturbance drops to the ground.

	INT. OBSERVATION ROOM

	As they enter...

				CARTER
			You sure this'll work.

	Linda sits down at a computer terminal, activates it.

				LINDA
			We designed it to help find the rats 
			we kept dropping in year one. They 
			were too small for thermal scans.

	A map of the compound appears on the screen.

				MATT
			Systems hot. Activating motion 
			detectors.

	Matt toggles a switch. Linda stares at a map of the 
	compound. Blips appear on the display... in the 
	observation room... in the Habitat Area and in one of the 
	corridors.

				LINDA
			I've got movement in Corridor Six.

				MATT
			That's him.

	INT. CORRIDOR - DAY

	A shadow edges down the tunnel. It settles for a moment, 
	disappearing completely, then is back on the move. At the 
	tunnel's edges, motion detectors light up as the thing 
	passes by.

	INT. OBSERVATION ROOM

	Carter checks his Tranq pistol & Matt rummages through a 
	locker.

				MATT
			Got 'em.

	Matt pulls out a pair of walkie-talkies. He tosses one to 
	Linda.

				LINDA
				 (into walkie)
			Check. Check.

	Her voice echoes from the other unit.

				LINDA (cont'd)
			Be careful.

				MATT
			Just watch our backs. Hey Carter, 
			ready?

				CARTER
			Let's do it.

	Matt and Carter exit. Linda locks the door behind them.

	INT. TUNNEL

	Matt and Carter trot toward corridor six.

	INT. OBSERVATION ROOM - DAY

	Linda huddles over the display, tracking the two.

				LINDA
				 (into Walkie)
			Take a right at the next accessway. 
			He's working his way back to the 
			offices.

	We see Matt and Carter on one of the working video 
	screens as they push down the tunnel.

	INT. CORRIDOR - DAY

	Matt and Carter move cautiously, listening for any sound.

				MATT
				 (Walkie - sotto)
			If we split up, can we trap him on 
			corridor eight?

				LINDA (V.0.)
			If he keeps heading in that direction. 

	Matt nods to Carter. The pair splits, heading down 
	separate accessways.

				MATT
			Going Thermal.

	Matt pulls the visor down over his eyes.

	INT. OBSERVATION ROOM - DAY

	Linda watches the two separate and come around Sebastian 
	in a pincer move.

	Suddenly, the blip that was Sebastian disappears. Linda 
	grabs the walkie.

				LINDA
			I lost him. Matt, I lost him.

	INT. CORRIDOR - DAY

	Matt makes his way forward.

				MATT
			He probably just stopped moving.

	But Matt becomes more cautious with his footsteps. Slowly 
	... approaching a corner...

	He rounds the corner and sees a heat signature at the far 
	end of the corridor. He levels his pistol, ready to fire.

				CARTER
			It's me.

	Matt pulls off his goggles.

				MATT
			Do you have anything?

				CARTER
			Nothing.

				MATT
			How did he get by us?

				CARTER
			He couldn't.

				MATT
			Sebastian! We're here to help. 
			Sebastian.

	No response. They both don their visors and move forward 
	slightly. Carter holds up his hand.

				CARTER
			There. Behind those pipes. He's not 
			moving.

	Carter points. Matt checks his thermal. A red heat 
	signature clings to the wall.

				CARTER (cont'd)
			Doctor Caine?
				 (beat)
			Can you hear me?

	No response.

				MATT
				 (into walkie)
			We see him. But he's not responding. 
			The heat signature doesn't move.

	Matt looks through his visor and holds the tranquilizer 
	gun at the ready. He looks for a clear shot. The heat 
	signature huddles behind pipes.

				MATT
			C'mon... C'mon...

	The two slowly move closer. Matt finally has a clear 
	shot. He signals Carter. Carter levels his pistol too.

				CARTER
			Covered.

	Matt fires the dart at the heat signature. It bounces off 
	the wall ... Nothing there. 

				MATT
			What the...

	He crosses to the heat signature.

				MATT (cont'd)
			Just a vent. Just a goddamn vent

				LINDA (V.0.)
			He was there.

				MATT
			Looks like... looks like we're pumping 
			out heat...

	Suddenly behind him... CARTER JERKS THREE FEET in the 
	air, kicking wildly. SUSPENDED IN MID-AIR BY HIS NECK. He 
	gasps for air.

				LINDA (V.0.)
			I got movement again! He's right on 
			top of you!

				MATT
			No fucking shit!

	Matt opens fire with the tranquilize, shooting at the 
	ceiling until he spends his dart rounds.

				MATT (cont'd)
			Sebastian? Goddamnit! Let him go.

				CARTER
				 (choking)
			H...Help... MMmmphg

	Carter suffocates. He passes out. With a sudden crack, 
	he's thrown against the side wall. A large cut opens up 
	across his head and his body goes limp.

				MATT
				 (into walkie)
			Where is he? Where the fuck is he?!?

	INT. OBSERVATION ROOM - DAY

	Linda huddles over the display.

				LINDA
			Right on top of you.

	INT. CORRIDOR - DAY

	Matt scrambles away. Running. Pipes burst and swing down 
	from the ceiling. Steam billows forth. Something moves 
	through the cloud of steam.

	Around the corner, Matt shoves more darts into his 
	tranquilizer.

				LINDA (V.0.)
			What's going on? Are you okay?

				MATT
			Carter's down. Hurt bad. Bleeding from 
			a head wound.

	INT. OBSERVATION ROOM - CONTINUOUS

	Linda watches the screen. Two blips, one traveling 
	quickly.

				LINDA
			Matt, he's coming toward you.

	INT. CORRIDOR - DAY

	Matt takes a few steps back.

				MATT
			Shit.

				LINDA
			Got outta there.

	Matt breaks into a run.

	INT. OBSERVATION ROOM

	Linda watches one dot chasing the other, down several 
	corridors.

				LINDA
			He's close!

	INT. TUNNEL

	Matt running, checking over his shoulder. Sounds of 
	footsteps behind him, but up ahead the heavy metal blast 
	doors begin to close.

				MATT
			Goddamnit. The doors are closing. He's 
			shutting me in.

	Matt rushes the doors as they slide shut. He doesn't make 
	it in time. The doors close with a resounding clang. Matt 
	turns and pulls on his thermals.

				MATT (cont'd)
			Where is he?

	INT. OBSERVATION ROOM - CONTINUOUS

	Linda huddled over the screen. Tense.

				LINDA
			He's coming right at you! 

	Then checks the Thermal goggles. Several heat signature 
	dot the tunnel.

				MATT
			Where?

				LINDA
			Twenty, maybe thirty feet.

				MATT
			Goddamnit, I got thermals all over the 
			place. Eight, maybe ten of them. Must 
			be ghosts.

	INT. OBSERVATION ROOM - CONTINUOUS

	Linda gets a sense of forboding. She looks around the 
	room. Sees a heating vent in the corner.

	Beat.

	She grabs the walkie.

				LINDA
			Those signatures ... they're coming 
			from the heating vents. 

	Through the goggles, Matt sees the tunnel turning red.

				MATT
			I'm starting to lose resolution on my 
			thermals.

				LINDA
			Get out of there!

	INT. OBSERVATION ROOM

				FRANK
			If the room temperature is the same as 
			his body temperature, thermal 
			visors'll be no good.

	Linda grabs a Tranq gun and heads for the door. 

				LINDA
			I'm going!

				FRANK
			Linda...it's not safe.

				LINDA
			That's why I'm going.
				 (to Frank and Sarah)
			Corridor eight is clear. Get Carter to 
			the lab. We'll meet you there.

				FRANK
			But...

				LINDA
			Do it.

	INT. CORRIDOR

	Matt turns to face the corridor. It's turning red. Matt 
	sees some movement in the thermal cloud. Opens fire. But 
	the thermal signature disappears into the heat. Matt 
	can't distinguish anything through his goggles anymore. 
	He pulls them off and holds him gun in front of him 
	sweeping the hallway.

				SEBASTIAN'S VOICE
			Marco...Polo... Marco... Polo...

	His voice keeps shifting. Matt fires.

				SEBASTIAN'S VOICE (cont'd)
			Not even close.

	Matt sweeps his front leg back and forth, like a blind 
	man using a cane. But his foot isn't hitting anything. He 
	sees a FIRE EXTINGUISHER mounted on the wall. He rushes 
	it, turns it on the hallway and sprays. And SOMETHING 
	LUNGES through the foam. GRABS HIM, sending him tumbling 
	down the tunnel. Matt is thrown against the wall. Blood 
	coming from his brow. He scrambles away, spraying more 
	foam. Sees a shape in the mist, raises his pistol and 
	FIRES. The shape leaps away. The DART FLIES. Doesn't hit. 
	Matt scrambles back into a corner. His pistol is empty.

				SEBASTIAN
			So... just out of curiosity, how long 
			has my best friend been fucking my ex-
			girlfriend.

				MATT
			Sebastian. Get a hold of yourself. You 
			aren't thinking rationally.

				SEBASTIAN'S VOICE
			She's a pretty sweet fuck, isn't she?

				MATT
			Calm down, Sebastian... we can talk 
			this through. It's not too late.

	The Shape parts the low hanging mist, the fine powder 
	swirling in clouds behind it. Coming toward him.

				MATT (CONT'D)
			C'mon Sebastian. Don't do this. I'm 
			your friend.

				SEBASTIAN'S VOICE
			I'm sorry, but I just feel that our 
			friendship is holding me back. I'm 
			sure you understand. 

	THE DOOR OPENS. Linda reaches through, grabs Matt. She 
	pulls him to his feet and through the door.

	INT. TUNNEL

	Frank and Sarah, holding their Tranq pistols, fly down 
	the corridor.

				SARAH
			This way.

	They shear off the main corridor into the side corridor. 
	Carter lies crumpled up ahead. Sarah slides to his side. 
	Carter's head rests in a pool of blood. She checks his 
	pulse while Frank takes a protective position.

				SARAH (cont'd)
			Pulse is weak. Breathing... shallow.

				FRANK
			He'll be okay.

				SARAH
			It's pretty severe. We have to get him 
			to the lab.

				FRANK
			He's got to be okay.

	Frank stands frozen.

				SARAH
			For godsakes, help me.

	Frank snaps to. Grabs an arm. The pair hoist Carter up 
	and carry him down the hallway.

	INT. OBSERVATION ROOM

	Linda pulls a handle and doors slide shut behind them.

				MATT
			He was going to kill me.

	Linda pulls him close.

				LINDA
			I know. He's gone.

				MATT
			We've got to got out of here.

	Linda checks the screen -- see Sarah, Frank and Carter 
	headed toward the Laboratory.

				MATT (cont'd)
			Where is he? Goddamnit, where is he? 

	Isolated in the Hallway of Habitats is a single blip.

				LINDA
			Habitats.

				MATT
			Oh god. That's right between us and 
			the lab.

	INT. LABORATORY

	Frank and Sarah lift Carter onto a medical table.

				SARAH
			His pulse is faint.

	Sarah grabs a sheet from the counter top. Folds it and 
	presses it against the head wound.

				SARAH (cont'd)
			He's lost a lot of blood. Here. Hold 
			this.

	She guides Frank's hands to the wound.

				SARAH (cont'd)
			Keep applying pressure.

	Sarah pulls out a saline solution I.V. bag and slap it on 
	the rack. She fumbles with the needle as she tries to 
	find a vein.

				SARAH (cont'd)
			Don't move your hand until I got back. 

	Sarah heads to the door.

				FRANK
			Where are you going?

				SARAH
			This'll hold him but he needs blood.

				FRANK
			But...

				SARAH
			Supply is right down the hall. I'll be 
			two seconds.

				FRANK
			Sarah, wait for the others

				SARAH
			If I wait, he'll die. Keep pressure on 
			the wound.

	INT. CORRIDOR

	Sarah exits the lab. Checks the corridor. Down at the end 
	of the cramped tunnel is the supply room.

	She swallows her fear and heads toward it, all the while 
	glancing side-to-side and behind her.

	INT. SUPPLY ROOM

	Spooked, Sarah bursts into the room. She goes to the 
	supply fridge/freezer, pulls open the door, and sorts 
	through blood bags.

	INT. TUNNEL

	Matt and Linda push along the corridor; Matt spraying 
	with the fire extinguisher in short controlled bursts, 
	Linda clutching her tranquilizer like a commando.

	A noise behind them. Footsteps.

	Matt turns to blast with the extinguisher. The white 
	chemical dust sprays out, outlining a shape in the 
	tunnel. But it isn't a human shape.

	Matt's uniform shreds. Something with fierce sharp claws 
	fells him. Tearing into his flesh. We see a angry, hungry 
	face... jabbing for a moment through the lingering fog.

				MATT
			Ahh!  Shit!

	Linda tries to get a clear shot off through the smoke. 
	Matt trips and goes sprawling. Something yelps. A howl. 
	Linda shoots. Her dart jabs into something which 
	collapses to the ground. A moment of calm. As the dusty 
	chemical foam settles, the outline of a great ape 
	appears, still twitching.

				MATT (cont'd)
			Karl Three. Nice shot.

				LINDA
			He's let the animals out. It wasn't 
			him we were tracking.

	Linda leans against the wall, still clutching her tranq 
	gun at the ready. The heat is getting to bar. Bar scrubs 
	are soaked, her hair's a mess. She wipes the sweat from 
	her brow.

				LINDA (cont'd)
			You okay?

				MATT
			It won't kill me unless it gets 
			infected. You?

				LINDA
			Me .... Don't ask about me. If he 
			freed all the animals, we could have 
			dozens running around the lab.

				MATT
			So he could be anywhere right now.

	Matt sprays the whole tunnel, putting down a gentle cloud 
	mist. Nothing else appears.

				MATT (cont'd)
			What do we do?

				LINDA
			Get to the lab, lock the goddamn doors 
			and pray to God Frank can reprogram 
			the elevator.

	INT. SUPPLY ROOM

	Sarah finishes collecting blood bags and shuts the door 
	to the fridge/freezer.

	The DOOR SLAMS behind her. She freezes and slowly turns.

				SARAH
			Frank?

	She eyes the supply room, looking for a sign of movement.

				SARAH (cont'd)
				 (frightened whisper)
			Who's there?

	She listens. Is that breathing she hears? Now she's 
	starting to panic.

				SARAH (cont'd)
			Dr. Caine?

	She starts to back away, but she's already in the corner. 
	She clutches her tranquilizer gun, but there's nothing to 
	aim at. The vials of blood on the shelf gives her an 
	idea. She reaches over, grabs a vial and throws it on the 
	floor. GLASS SHATTERS and BLOOD SMEARS across the 
	linoleum. Sarah tosses another vial and another. Becoming 
	more and more hysterical. Splattering more and more 
	blood. But she runs out of vials. Shaking with fear, she 
	searches the blood looking for a footprint, or movement. 
	But there's nothing there. Sarah waits a beat, clutching 
	the tranquilizer gun. Takes a step. Waits a beat longer.

	Finally she relaxes. It was just her imagination. She 
	heads toward the door when she hears a terrifying whisper 
	in her ear.

				SEBASTIAN'S VOICE
			You missed.

	Her hair flies up, and she swings against the wall. She 
	tries to move, but she's pinned there. Her hands 
	struggling against the force.

				SARAH
			Please no. Let me go. Oh god, let me 
			go. 

	The arm holding the tranquilizer gun begins to move.

				SARAH (cont'd)
			What are you doing? No!

	Sarah fights, but her arm moves nonetheless

				SARAH (cont'd)
			Help me! Oh God. Somebody help me!
			FRANK!

	Slowly, deliberately, her own arm moves down the wall and 
	around, until the tranquilizer gun points right at her 
	stomach.

	Sarah watches in horror as her own body betrays her.

				SARAH (cont'd)
			No... please. Don't do this to me.

	She struggles, shaking back and forth. Writhing. In 
	anguish and in fear.

				SARAH (cont'd)
			What do you want?

				SEBASTIAN
			You.

	The trigger pulls .... Pop!

	A dart explodes from the gun and imbeds in Sarah's 
	stomach. She whimpers as her eyes glass over. Suddenly 
	she's released. She stumbles backward and falls lifeless 
	to the floor. A moment of stillness, all we can hear is 
	the sound of someone breathing.

	On Sarah's face... a slight-indentation runs down her 
	cheek..

	Almost sweet... almost tender. And slight indentation 
	runs across her breast and strokes down her body. The 
	sense of violation and vulnerability is awful. Sebastian 
	sighs.

				SEBASTIAN'S VOICE
			I've always liked your feistiness. 

	Sarah's head shifts slightly. Her head shifts violently, 
	accompanied by the celery crunch of her neck snapping. 
	Sebastian exhales, his breath filled with the 
	intoxication of power.

	INT. LABORATORY - DAY

	Frank applies pressure to the wound, waiting for Sarah to 
	return. Carter's vital signs are weakening..,.

				FRANK
			Sarah! Sarah!
				 (to Carter)
			Goddamnit. Stay with me now. Don't you 
			let up... Sarah! Sarah!

	No response. Frank doesn't know whether to stay or go 
	after her. He starts toward the door several times but 
	can't leave Carter. Finally the door opens.

				FRANK (cont'd)
			Sarah! I'm losing him.

	But it's Linda and Matt.

				FRANK (cont'd)
			Did you see her?

	Linda rushes over to check on Carter.

				LINDA
			Where is she?

				FRANK
			She went to the supply room. Carter 
			needed blood.

	Linda grabs a stethoscope and listens to Carter's heart.

				LINDA
			I said no one goes anywhere alone.

				FRANK
			She didn't listen.

	She-slowly pulls Frank's hand away from the wound.

				FRANK (cont'd)
			But...

				LINDA
			He's dead.

	Linda would love to cry about it, but doesn't afford 
	herself the luxury.

	INT. CORRIDOR

	The three of them approach the supply room door slowly. 
	Blood trickles from under the door and bloody footprints 
	extend down the hallway.

	They swing open the door.

	The floor is covered in blood and broken glass. But no 
	body.

	INT. CORRIDOR

	Sarah, broken, is dragged toward the chair, eerily 
	jerking down the hallway... seemingly on its own.

	INT. CORRIDOR

	The three scientists follow the bloody footprints down 
	the hallway past the empty cages in the tunnel of 
	habitats.

	All clutch their tranquilizer pistols.

	The footprints lead past the habitats to Sebastian's 
	chamber.

	They see Sarah's body in the dim light.

				LINDA
			Oh god. Sarah!

	The group breaks into a run. Linda pushes into the 
	chamber and falls at Sarah's side. Matt cradles Sarah's 
	head. They look for some sign of life as Linda fights 
	back the tears.

				LINDA (cont'd)
			No...

				FRANK
			Her too?

	Matt nods. Linda slams the cubicle wall with her fist.

				LINDA
			This didn't happen. This hasn't 
			happened.

				MATT
			It happened alright. Now we have to 
			deal with it.

	Matt puts his hands on her shoulder to calm her. She 
	pushes him off.

				FRANK
			Yeah? And just what are we supposed to 
			do now?

				SEBASTIAN'S VOICE
			Now? Now you die.

	The three of them whip around.

				LINDA
			He's here!

				MATT
			Where?

				LINDA
			Sebastian!

	Silence. The three cautiously move out. They stand back 
	to back, each one facing out. They move toward the door 
	of the Chamber.

				LINDA (cont'd)
			Sebastian. Sebastian, listen to me.

	No response. They all their tranq pistols level waiting 
	for some sign. Hearing each other breathe. They slowly 
	move outside the Chamber into the corridor.

				LINDA (CONT1D)
			I don't know if you can understand 
			this, but what you're experiencing is 
			a psychological breakdown. This isn't 
			who you are.

	A beat.

				SEBASTIAN'S VOICE
			I would say that what I am 
			experiencing is psychological 
			awareness. I like you being in 
			complete and absolute control.

	They identify the general area the voice is coming from: 
	Back inside the Chamber! They slowly move toward the 
	Chamber door. With lightning speed they slam the door 
	shut, locking Sebastian inside the Recovery Chamber.

				LINDA
			You goddamn bastard! You goddamn 
			bastard. You're gonna pay for this. 
			I'm going to bring you back to 
			visibility and then I'm going throw 
			your ass in jail.

				SEBASTIAN'S VOICE
			You're never gonna bring me back 
			Linda. I never want to come back.

				LINDA
			Fuck you!

				SEBASTIAN'S VOICE
			Or maybe I'll fuck you. One last time 
			for old times sake.

	Linda slams her fist against the wall of the Chamber.

				MATT
			Don't listen to him. It's not worth 
			it.

				FRANK
			Come on, Matt. Let's go get the 
			elevator back on-line so we can got 
			out of this hell hole.

	Matt gives Linda a kiss...

				MATT
			He does anything, anything at all, 
			come get us. I'll be back to check on 
			you in five.

	Matt and Frank head off down the corridor.

				SEBASTIAN'S VOICE
			Imagine you two, carrying on right 
			under my nose. Out of curiosity, what 
			did he give you that I couldn't?

				LINDA
			Shut up, Sebastian. He's more of a man 
			than you'll ever be.

	INT. OBSERVATION ROOM - CONTINUOUS

	A VIDEO SCREEN shows Linda pacing outside the Chamber 
	door. The chair moves forward toward a microphone.

				SEBASTIAN'S VOICE
			Okay, sweetie. I'll be quiet. If 
			that's what you want...

	Sebastian TOGGLES the intercom switch OFF. We pan over to 
	one of the working video screens ... Matt and Frank 
	stride down the hallway. The chair swivels and the 
	observation room door swings open slightly.

	INT. CHAMBER

	Linda still holds his tranq gun toward the door. Nothing 
	moves. Nothing. Linda walks over to the Plexiglas ... 
	stares in. Can't see anything, anyone. Just the dead 
	Sarah.

	Then she sees it. The little red light on the intercom. 
	Its on.

				LINDA
			Sebastian? Sebastian? No.. No...

	Linda bangs on the glass. She looks. No movement, no 
	nothing. She listens. Shit. She takes off running.

				LINDA (cont'd)
			Matt! Frank! 

	Tracking with Linda as she rushes down the hall.

				LINDA (cont'd)
			Matt! Matt! Frank!

	INT. LABORATORY - DAY

	Linda breaks in the room to see Frank slicked in blood, 
	his throat cut, and Matt bleeding from multiple stab 
	wounds with an extension cord around his neck being 
	pulled tight.

				LINDA
			Jesus!

	Linda rushes over and slams into Matt. They fall to the 
	ground. Linda crawls over to Matt, but her head snaps 
	back and her lips erupt with blood.

				SEBASTIAN'S VOICE
			Figured it out? You were always so 
			clever.

	Matt's pulled back across the lab by the cord around his 
	neck. He grabs at the cord trying to breathe. Linda 
	watches him being pulled away.

				LINDA
			No!

	She clamors over to him. But Matt rises in the air and is 
	tossed against the lab table. Linda levels her dart 
	pistol and fires haphazardly at the air. She hits nothing 
	but objects jerk and move in a line as Sebastian heads 
	for cover. Linda manages to grab Matt and pull him to 
	her.

				LINDA (cont'd)
			Hang on!

				MATT
			Get out of here!

	Linda pulls Matt toward the door.

				LINDA
				 (yelling)
			You won't get away with this. They'll 
			find out about you. They'll hunt you 
			down.

				SEBASTIAN'S VOICE
			The villagers with their torches? Lock 
			up your daughters! Sorry, Lin. It's 
			not gonna happen that way.

	Linda hits the lights. The lab is now very, very dark.

				SEBASTIAN'S VOICE (cont'd)
			See, I've spent all my time down here 
			thinking up this plan. When they find 
			you, they'll find a pile of charred 
			corpses. The result of a terrible 
			accident, I'm afraid.

	Linda reacts to the voice as it grows nearer. She 
	navigates the maze of equipment, heading toward the crack 
	of light at the front door.

				LINDA
			How can you be so brutal?

				SEBASTIAN'S VOICE
			I guess because I don't have to look 
			at myself in the mirror anymore
				 (beat)
			Remember that first night I was out? I 
			did something bad, just to see if I 
			could get away with it. And when I 
			did, I realized I could have it all. I 
			can kill in broad daylight. And 
			nobody's gonna tell the police they 
			were fucked by a ghost. Anything I 
			desire I can make happen, but not if 
			people know.

	Linda and Matt have reached the door of the lab. She 
	pushes through it and slams it behind her.

	INT. CORRIDOR - DAY

	Linda pulls Matt along.

				MATT
			I'm dizzy. I can't feel my legs.

				LINDA
			Just keep going. I'll fix you later.

	INT. CORRIDOR, LAB DOORS - DAY

	The doors explode open.

	INT. SUPPLY ROOM - DAY

	Linda looks up and down the hall and pulls Matt inside 
	the supply room. It's still blood soaked from earlier.

	Linda closes the door, sliding the deadbolt into place.

	Linda lots him drop like a heap onto the floor. She falls 
	to her knees beside Matt, lying on the ground.

				LINDA
			Matt... Matthew. Stay with me now. 

	Linda pulls his scrubs open. The wounds are many and 
	deep.

				MATT
			He surprised us. We weren't 
			expecting...

				LINDA
			Shhh. Don't talk.

	BAM! Something slams against the door. Bam! Slams against 
	it again. The old deadbolt is buckling. Linda looks 
	around the room and sees the storage freezer.

				LINDA (cont'd)
			We gotta move. Hang on.

	Linda helps Matt up and into the storage freezer.

	INT. STORAGE FREEZER

	Linda grabs a metal bar and slides it between two hooks 
	on the door and the jam.

	BAM! The storage room door blows open. Linda leans down 
	next to Matt.

				MATT
			Lin...

	He entire shirt is stained with blood. He's having 
	trouble breathing.

				MATT (cont'd)
			I can't feel anything.

	Linda picks up his hand. Grips it tight.

				LINDA
			You feel that?

	Matt smiles.

				MATT
			A little...

	She rips his shirt open... and sees his wounds. She grabs 
	a vial of alcohol and dumps it on her hands and then 
	probes the wound.

				LINDA
			Your losing blood, but he didn't hit 
			the vitals.

	She looks around.

				LINDA (cont'd)
			Sutures and thread.

	She rises, and looks outside the porthole into the room. 
	Suddenly it fogs up and she almost sees a face. She 
	stumbles backward, and the door starts rattling. Linda 
	scrambles over to hold the metal crowbar in place. 
	Sebastian pulls and rattles on the freezer door. To no 
	avail. It's not gonna budge. Finally he gives up. The 
	door stops shaking. Linda is relieved, briefly.  Still. 
	Then she hears the click of the door locking.

	OUTSIDE THE FREEZER

	CLOSE ON THE REGULATOR as the dial turns from forty-five 
	degrees, down to negative twenty.

	INSIDE THE FREEZER

	Through the porthole, Linda sees the bloody footprints 
	heading toward the door. She removes the metal bar and 
	pushes on the door. It won't move.

				LINDA
			Goddamnit.

	Linda looks around the storage room. She grabs a roll of 
	duct tape and pulls off a length.

				MATT
			What're you doing?

				LINDA
			This is temporary.

	She takes paper towel and cleans off Matt's wound. She 
	tapes it, using duct tape.

				LINDA (cont'd)
			You still with me?

				MATT
			Barely.

	A beat later, the compressor begins pumping Arctic air 
	into the freezer.

				LINDA
			Just keeps getting worse.

	Linda returns to the door. Shakes it.

	INT. CHAMBER - DAY

	We hear WHISTLING as we see a sheet of flesh fill out 
	into a head as Sebastian slides on his latex head piece.

	INT. STORAGE FREEZER

	Linda continues shaking the door. The lock holds. A tear 
	rolls down Linda's cheek, but a strange thing happens. 
	The tear drops freeze. Linda shivers as she pulls the icy 
	tears from her face.

				LINDA
			Oh shit.

	The inside thermometer has dropped to five degrees.

	Linda grabs the metal bar and starts smashing it against 
	the porthole. The metal bar just bounces off the glass.

	INT. SEBASTIAN'S OFFICE

	A drawer opens, revealing a set of clothing neatly 
	folded. Shirt, pants, shoes. They begin to move.

	INT. STORAGE FREEZER

	Linda drops the metal bar and slides down the wall, 
	defeated.

				MATT
			There's no way out.

				LINDA
			There's got to be.

				MATT
			They say freezing to death isn't so 
			bad. You just kinda pass out.

	Matt's head rolls back.

				LINDA
			Matt! MATT!

	She checks his pulse. Thank god he still has one, but 
	he's not gonna last long. They're both already starting 
	to turn a little blue. Linda stares desperately up at the 
	shelves, trying to find some sort of advantage. Then she 
	sees something. She looks back at the door lock and then 
	she rises ... and grabs AN EXTENSION CORD coiled on the 
	shelf.

				LINDA (cont'd)
			We're not dying in here.


	INT. BATHROOM - DAY

	Sebastian, dressed in street clothes, stands before the 
	mirror applying make-up to his latex mask.

	INT. STORAGE FREEZER

	Linda finishes stripping the insulation off the electric 
	cord. 

	She grabs a hypodermic needle package, and her cold 
	fingers fumbles with the package as she tries to pull out 
	the plastic tube.

	She finally gets it out and she starts wrapping the 
	stripped electric wire around the tube in a tight coil.

	INT. BATHROOM - DAY

	Sebastian slides on a wig and checks his appearance in 
	the mirror. Pretty smooth. Even from relatively close up, 
	he could pass as normal.

	INT. STORAGE FREEZER

	Linda furiously winds wire into a coil.

	INT. CORRIDOR

	Sebastian heads down the corridor. Lingering steam twists 
	in and around the hallway, long wispy tendrils. Sebastian 
	pauses for a moment, hearing A GROWL. Suddenly the 
	hallway seems a lot scarier. From beneath his scrubs he 
	pulls his own tranq gun. He listens ... hearing scraping 
	and footsteps. Watching the water on the floor twitch. 
	With machine like precision, he turns and fires. The 
	tranq dart halts in mid-air and some invisible thing 
	tumbles over.

	Sebastian continues down the hallway.

	INT. STORAGE FREEZER

	Linda holds the plug end of the extension cord. The other 
	end is wrapped into a tight long coil. Linda looks for an 
	outlet, but can't find one. She looks at the overhead 
	lights.

	A moment later she's climbing up the shelving. She wrap* 
	a piece of fabric around her hand, and with a sharp punch 
	she smashes one of the overhead light bulbs.

	INT. LABORATORY

	Sebastian enters, fully dressed. At a distance it'd be 
	hard to tell his secret. He pulls several chemicals off 
	the shelves. Then he pulls a tray of test tubes over and 
	begins mixing.

	INT. STORAGE FREEZER

	Linda works on jerry rigging the two ends of the wire to 
	the lightbulb, socket. 
	Suddenly the coiled wire springs to life and flies 
	against the nearest metal surface. She's made an 
	electromagnet.

	INT. LABORATORY

	Sebastian loads the filled test tubes into the 
	centrifuge. Dozens of other vials are already slotted. He 
	takes one of the left over vials, considers it a moment 
	and then flings it over to the other side of the lab. The 
	vial shatters and...

	EXPLODES.

	A powerful explosion that rocks the room.

	INT. STORAGE FREEZER

	Linda feels the rumbling as she places the coil up 
	against the door. The magnet attaches itself. Linda 
	shakes the coil, trying to get the doorlock to move.

	OUTSIDE THE DOOR -

	We see the lock twitching. Shaking...

	INSIDE THE DOOR -

	Linda shivers as she plays with the coil. Her eyes glaze 
	and she stumbles backward. Her surgical scrubs, once 
	soaked with sweat, are now frozen stiff. She composes 
	herself and pushes back toward the door. Her heavy breath 
	hangs as a low cloud of Mist.

	INT. LABORATORY - DAY

	Sebastian looks over the dozens of other test tubes, 
	calculating their combined power in his mind. Then he 
	closes the top of the centrifuge. He taps a few commands 
	into its timer.

	INT. SUPPLY ROOM

	The door lock twitches again and twists back. The door 
	swings opens and Linda stumbles out, mashing into a 
	supply shelf of oxygen canisters. The canisters tumble 
	every which way as Linda tumbles to the ground.

	She scrambles to her feet and goes in after Matt, pulling 
	his cold body out of the storage locker.

	She pulls stacks of paper down from, the shelves into a 
	trashcan, grabs an industrial lighter and ignites the 
	paper. She pushes Matt close to the small bonfire. As she 
	does, the oxygen tanks catch her eye.

	INT. CORRIDOR

	Sebastian exits the lab, locking the door behind him. He 
	heads down the darkened tunnel. Something scampers in 
	front of him. Small, not visible. Sebastian sends it 
	reeling with a swift violent kick.

	INT. CORRIDOR, BY THE ELEVATOR - DAY

	Sebastian, dressed and in full latex, comes striding up 
	the tunnel. He taps a code into the elevator vault doors. 
	The vault doors open revealing the elevator.

	The doors slide open and Sebastian steps inside.

				ELEVATOR
			Authorization please?

				SEBASTIAN
			Caine. One One One One One.

				ELEVATOR
			Authorization valid. Thank you.

				LINDA
			Sebastian!

	And there's Linda. Slicked with dirt and blood. She holds 
	a oxygen container with a cut line.

				LINDA (cont'd)
			I can't let you leave. Come on out and 
			I'll give you one last chance.

				SEBASTIAN
			You said it yourself, Lin. I shouldn't 
			hold on to the past.

	The door starts to shut.

				LINDA
			Aaaaaaahhhh!

	She hits the top of a LIGHTER duct-taped to the hose. A 
	line of PRESSURIZED FIRE BLOWS into the elevator. 
	WWHHHOOOOSSHHHH! Sebastian goes up in flame. Linda runs 
	toward the elevator. Just as the door's about to close, 
	she slides. Her foot jamming into it. 
	She lets loose with the flame again. Sebastian, backed 
	into the corner, has no where to go. He's yelling in 
	pain. His latex FACE BUBBLES and burns. The surgical 
	scrubs SINGE BLACK. With no other escape route, he dives 
	toward the door. Linda looks up to see his flaming body 
	fly over her, back into the corridor. Linda kills the 
	tank as Sebastian continues to burn. The elevator lights 
	flickers and the security panel goes up in a shower of 
	sparks. The elevator dies. Linda pulls herself to her 
	feet and turns to see...

	Half of Sebastian's head MELTED AWAY, his latex facade a 
	gruesome smoke-damaged mass. His clothes are half burned 
	revealing large blistering bubbly welts underneath, like 
	deformed blackened bubble wrap.

	Sebastian crawls to his feet, but Linda hits him with 
	another shot of flame.

	Sebastian pulls at his clothes as he crawls around the 
	corner.

				SEBASTIAN
			Oh God!

	Linda stalks toward him.

				LINDA 
			You wanna see God? I'll show you God. 

	Linda turns the corner to see a heap of smoldering latex 
	and clothing strewn about the corridor floor. Sebastian, 
	looking like some ugly creature, pushes down the 
	corridor. He throbs with his blackened skin blistering 
	and cracking up and down his body. Linda lets loose 
	another jet of flame. It's smaller than the first and 
	doesn't quite hit Sebastian. Linda checks the tanks 
	pressure gauge. It slowly drops. Linda follows the 
	blackened horror into the maze of tunnels. But as he 
	pushes along the corridor, his burns slowly re- absorb 
	themselves. Sebastian is no longer visible. A quiet 
	moment in the hallway as Linda realizes how vulnerable 
	she is. She looks around for him desperately. Nothing. 
	But something on the ceiling catches her attention. She 
	blasts it with the last jet of her dying torch. THE 
	SPRINKLER SYSTEM, hit by fire, comes to life. Water 
	sprays down on the tunnel. Sebastian is caught in the 
	downpour, his invisible frame outlined by water. It comes 
	toward her, the hot skin steaming in the water. He grabs 
	Linda and slams her against the wall. His watery hand 
	smashes her across her face. Linda reels. On the floor, 
	she looks to see Sebastian stalking toward her. She 
	crawls away, but he grabs her by her hair, pulls her to 
	her feet and slams her against the wall.

				SEBASTIAN
			I'm gonna find everyone in your family 
			and kill them-. Your sister... she 
			never liked me. I think I'll go after 
			her and her little boy first. 

	Sebastian smashes her head against a metal post. Her head 
	cuts open, blood dripping down.

				SEBASTIAN (cont'd)
			I just wanted you to know that before 
			you die.

	Linda collapses to the floor. Sebastian's foot presses 
	against her neck, squeezing it. Linda gags for breath. 
	But through the shoot of water that is Sebastian, we see 
	something also... a watery smudge.

	BAM!

	MATT - smashes Sebastian with the metal bar. Sebastian 
	slams against the corridor wall and sinks down.

	Matt staggers. It's taken all his strength to got there. 
	He drops the crowbar and seeks the wall for support, he 
	sinks to his knees by Linda.

				MATT
			Thought I'd... thought I'd save you 
			for a change.

	He gives her his hand and pulls her up into his arms.

				MATT (cont'd)
			Let's got out of here.

	Just as the two turn, Sebastian rises with the crowbar. 
	He swings it with a yell. Matt pushes Linda out of the 
	way, his arm glancing the blow into a conduit. The 
	conduit splits open and severs ELECTRICAL wiring. The 
	VOLTAGE shoots up the crowbar and into Sebastian. As the 
	current pulses through his body, Sebastian vibrates. His 
	blood vessels yank back to visibility, followed by his 
	skeletal structure and major organs. Sebastian is slowly 
	electrified. Smoke pours off him and he becomes more and 
	more visible. Finally he collapses. His body throbbing in 
	and out of visibility. Matt and Linda stumble away.

	INT. CORRIDOR - DAY

	Just outside the lab... Linda tries to pry open the 
	sealed doors with the crowbar. But she can't.

	Through the doors porthole she sees a collection of 
	chemicals and the fire raging from the earlier explosion.

				LINDA
			Nitro...

	Matt peaks inside.

				MATT
			He said it himself... All they'll find 
			is a pile of charred corpses.

	She sees the centrifuge... The timed counter on its face 
	counts down from a minute. Fifty nine. Fifty eight. Fifty 
	seven...

				LINDA
			He's rigged the centrifuge.

				MATT
			In an enclosed space, he'll wipe out 
			the whole lab.

	INT. TUNNEL

	Linda and Matt move as fast as they can. They reach the 
	burned out elevator. What the hell are they gonna do? We 
	know the damn thing doesn't work. She swings her crowbar 
	at the ceiling. The maintenance hatch comes down.

				LINDA
			Grab on.

	Linda hooks the crowbar onto the hatch lip and pulls 
	herself up. She reaches back down for Matt.

				MATT
			Forget about me. You go.

				LINDA
			Fuck you. Give me your hands.

	Linda grabs Matt's hands and pulls for all she's worth. 
	She struggles, but they both manage to got him through 
	the hatch.

	INT. LABORATORY - DAY

	Three... two... one. The centrifuge springs to life.

	The centrifuge spins the two dozen vials slowly at first.

	INT. VENT

	Linda and Matt are on top of the elevator.

	Linda's hands search the wall. Bar fingers run across the 
	smooth metal surface.

	From the little light below she can see a maintenance 
	ladder that spans the entire height of the vertical tube. 
	They look up and see it disappear into the darkness.

				LINDA
			Climb!

				MATT
			But...

				LINDA
			Climb!

	Matt starts up, rung after rung. Linda climbs right 
	behind him.

	INT. LABORATORY

	The centrifuge spins faster and faster. The vials are 
	starting to rattle.

	INT. ELEVATOR SHAFT

	Linda and Matt pull themselves up the ladder as quick as 
	they can.

				MATT
			I can't. I'm going to pass out.

				LINDA
			Keep moving.

	He does, through sheer force of will. Blood from his 
	wound drips down on Linda's face. No telling how much 
	further they have to go in this darkness. Light leaks in 
	from the maintenance hatch below.

	INT. LABORATORY

	The centrifuge's whine has reached a fevered pitch. The 
	vials shake violently.

	Then... one of the vials shatters.

	A FLASH OF LIGHT. A HUGE EXPLOSION rips through the 
	laboratory.

	INT. TUNNEL

	The EXPLOSION rips through the lab doors. A MASSIVE 
	FIREBALL rolls down the tunnel swallowing everything in 
	its path.

	One of the phase shifted animals gets caught in the 
	flames. We see its shape briefly before it disappears In 
	a wall of fire.

	INT. ELEVATOR SHAFT

	The ladder begins to shake. The entire shaft begins to 
	rumble. Linda pushes Matt up as they scramble toward 
	safety.

	INT. EXHAUST VENT

	The FIREBALL blows into the vent. Starts rolling down it 
	also.

	INT. TUNNELS

	More explosions.

	CHAIN REACTIONS. BOOM! BOOM! BOOM!

	THE EXPLOSIONS rolls toward the OPEN ELEVATOR. Slamming 
	into it... The elevator flies upward.

	INT. ELEVATOR SHAFT

	The rumbling worsens. The two desperately cling to the 
	ladder. They looks down to see...

	The elevator...

	SURROUNDED BY FLAMES flying up toward them, lifted by the 
	explosion's SHOCK WAVES.

				LINDA
			Oh God!

				MATT
			Don't look.

	The carriage accelerates toward them, faster and faster. 
	Its loose cables whip around the shaft, slapping the 
	walls around the pair. Its gonna hit them! Linda pulls 
	herself close to the ladder and closes her eyes. She's 
	pressed against Matt. The elevator... 50 feet... 40 ... 
	30 ... W0000000SH! It flames RIGHT BY THEM. 
	When Linda opens her eyes, the elevator is HUNDREDS OF 
	FEET ABOVE THEM and a wall of fire is below them, closing 
	in.

				LINDA
			Move!

	Panicked, Linda pushes Matt up the ladder as she stares 
	down at the rising fire wall. But the fire dissipates 
	before it hits them, though a stray tongue of flames 
	reaches up to lick the soles of her feet.

	They hear a terrifying moan and looks up to see the 
	elevator peaking far above her. It slows to a stop and 
	BEGINS TO FALL.

				MATT
			It's coming down!

	FASTER AND FASTER. Coming back toward them in complete 
	free- fall. It's emergency brakes clamp down, slowing it. 
	Metal against metal. Sparks flying. One of the brakes 
	shears. Then another. The elevator unseats from it's 
	tracks, SLAMMING against the walls as it TUMBLES. Linda 
	sees that the elevator is out of control, and watches as 
	it ping-pongs toward them... smashing into the access 
	ladder, smashing into the wall. The elevator slows, but 
	continues slamming side-to-side. Linda cringes as the 
	elevator crashes into the wall above them. But it jams 
	there, stopping. They pull their heads away from wall and 
	look up. The elevator just hangs there, suspended. 
	There's a small crawlspace between the elevator and the 
	ladder.

				LINDA
			C'mon. Before it slips.

	They begins to climb up again. Matt shimmies through the 
	tight hollow, and squeezes out the other side, followed 
	by Linda. She breathes a sigh of relief and just hangs 
	there a moment when ... Ah! Something grabs her. A singed 
	throbbing hand emerges from the darkness, gripping at her 
	leg.

				LINDA (cont'd)
			It's him.

	She kicks at it and sees a dark dirty face - a swirl of 
	dirt, grime and smoke with hollow eyes - rise up the 
	ladder.

				MATT
			Sebastian, you fuck.

				LINDA
			Get off me.

	Sebastian pulls himself up Linda's body. Translucent 
	dirty hands paving at the fabric of her clothes. Linda 
	tries to climb with this thing on her. But Sebastian 
	grabs her around the neck. She begins choking for breath. 
	Linda fights to keep her grip on the ladder... She looks 
	down at the ten foot drop to the elevator and then... She 
	lets go!

				MATT
			No!

	She and Sebastian plummet through the smoky haze and slam 
	against the top of the elevator. Linda seems to hover a 
	few above the elevator, Sebastian's shadowy outline below 
	her. Matt painfully lowers himself down the ladder. But 
	metal groans and the elevator drops another five feet. 
	Linda struggles to her feet. Sebastian rises. A menacing 
	dark figure stalking toward her. Linda pushes back from 
	him. Sebastian grabs her by the hair and pulls bar over 
	to the ladder. The elevator strains and groans.

				LINDA
			Let go of me.

	Sebastian presses her up against the ladder. Presses into 
	her from behind. He has her trapped. His dirty hand 
	reaches out and strokes her hair.

				SEBASTIAN
			Remember the day we met? You were 
			wearing a red dress and you were so 
			pretty. Now... Now look at you.

				MATT
			Get off of her!

	Sebastian pulls her hair back and kisses her neck with 
	his filthy, dirt-smeared mouth and half-burned away face.

				MATT (cont'd)
			Sebastian, stop it.

	Linda and Sebastian struggle. Matt reaches down to try 
	and grab her, help her.

				SEBASTIAN
			You fucked it all up.

	Linda looks at her feet. The last elevator emergency 
	brake grips its cable. She grits her tooth and grabs hold 
	of the ladder.

				LINDA
			Go to hell. 

	Linda stamps on the brake release. The ELEVATOR TUMBLES 
	... along with Sebastian. It slams into the fiery abyss a 
	hundred yards below. Linda hangs, one hand holding onto 
	the ladder, the other holding onto Matt. Matt pulls her 
	back onto the ladder, using all his remaining strength.

	EXT. WAREHOUSE - DAY

	Linda and Matt stumble out into the blazing sunshine. 
	Emergency crews close from all directions, sirens 
	roaring. A trail of smoke drifts higher and higher into 
	the sky.

	An ambulance pulls up next to them and the paramedics hop 
	out, immediately putting a blanket around her and 
	treating Matt's wounds.

				MARINE GUARD
			What happened?

				LINDA
			We lived.

	Linda looks over her shoulder at the traces of the ruin 
	and she sees a shimmer of heat rising from the ground... 
	almost as if something was there.

									 FADE 
OUT: