THEY








THEY
 
FADE IN:
INT. BEDROOM - 
DAY
Tiny golden 
wheels and gears turning lazily upon metal rods. Mechanical pieces. Small and 
intricate. Glittering in the sunlight.
REVEAL
The gears are 
turning within an ANTIQUE DESK CLOCK sitting on a book shelf, a small pendulum 
swinging back and forth behind the glass housing.
The room is 
barren except for a pair of open suitcases and a bed that's been stripped. 
Sitting on the mattress is ...
JULIA LEVIN 
...
Smart and 
clever. Dressed in a graduation gown and staring out the window. She seems to be 
lost in thought, immobile, until the bedroom door swings open and ...
CONNOR LEVIN, 
aged seventeen and wearing a suit and tie, steps inside.
CONNOR
Dad says we 
gotta get moving. We're late.
JULIA
I'm getting 
ready.
CONNOR
You're sitting 
on the bed.
JULIA
(dryly)
Thanks for 
clearing that up. I'll be right down.
He steps 
out.
Julia takes a 
framed picture out of her suitcase -- a candid shot of herself standing with her 
MOTHER, forties, a healthy and vibrant woman.
JULIA (cont'd)
Sure do miss 
you.
Above her, a 
CEILING FAN rotates. Creating a soft HUMMING.
EXT. WESTWOOD - 
APARTMENT BUILDING - DAY
Julia walks out 
of the building where her father, GUY LEVIN, an older man with a kind face, 
waits. Connor is checking his reflection in the car window, adjusting his tie, 
fussing with his hair.
GUY
You ready?
JULIA
All set. I 
packed up everything.
(remembering)
Oh, except 
Mom's clock -- I think there's something wrong with it. It's not telling the 
right time.
GUY
I'll get it 
fixed. Probably just needs a few new parts.
Guy smiles at 
Julia for a moment. Very warmly.
GUY (cont'd)
You look just 
like your mother.
Julia is 
momentarily uncomfortable. But she recovers, smiles and kisses her father on the 
cheek.
JULIA
We'll be 
late.
EXT. UNIVERSITY 
OF CALIFORNIA, LOS ANGELES - CAMPUS - DAY
Students 
dressed in graduation caps and gowns are gathered on the campus grounds.
Julia stands by 
herself, taking pictures with a professional Nikon camera. She focuses the 
camera upon ...
TERRY ALBA, 22, 
beautiful and sexy. Very particular and demanding. She smiles perfectly as Julia 
snaps the picture. But her boyfriend, SAM BURNSIDE, cute and mischievous, 
sporting pink hair and loud clothes, makes a face.
Winding her 
film, Julia searches a moment, then smiles. Raising her camera lens, she snaps a 
picture of ...
PAUL LOOMIS 
...
Early twenties. 
Dark hair. Strapping and perfectly handsome. He wears a blue and gold striped 
tie with his starched white shirt and graduation gown.
He kisses her. 
Passionate and gentle.
PAUL
You packed 
up?
JULIA
Ready to move 
in. I'll be storing some of the stuff you've already got. Television. CD player. 
Microwave.
PAUL
(suggestively)
Bed.
Julia smiles at 
him.
JULIA
Bed.
PAUL
Med School 
doesn't start until August. At least not for the freshmen, so we've got plenty 
of time to see Europe, take the car trip up north ...
JULIA
I hope it won't 
be a drag. There's a lot of stuff to move out of my mother's cabin.
PAUL
Our friends 
will be there. It'll be fun.
JULIA
I hope so.
Beat.
PAUL
You okay?
JULIA
Tense.
PAUL
Would it help 
if I massaged your breasts?
JULIA
No.
PAUL
Because it 
would help me.
JULIA
(stifling 
laughter)
Maybe 
later.
The students 
start forming into lines.
JULIA (cont'd)
Hey, I saw your 
Mom and kid sister. Where's your Dad?
Beat.
PAUL
He's not 
coming.
JULIA
But it's your 
graduation.
Paul shrugs 
again. A brief sting of hurt on his face.
PAUL
Wasn't a good 
enough reason in High School either.
Paul looks 
away. Julia knows how painful this is and won't insult him by trying to diminish 
it.
Julia smiles 
and runs her finger across his tie knot.
JULIA
I like your 
tie. UCLA colors.
PAUL
School spirit. 
I am a Bruin.
The lines start 
moving towards the stadium. Hundreds of CHEERS rise up from the graduating 
students.
As she walks, a 
sound draws Julia's attention. Standing on the lawn is a SMALL BOY, no more than 
four years-old, SOBBING and clinging to his mother's legs.
Julia stops 
walking as she gazes at the child. The line comes to a halt behind her.
PAUL 
(cont'd)
Julia. We can't 
graduate unless you move.
JULIA
Sorry.
She stalks 
walking again. Paul puts his arms around her.
EXT. SAM'S 
HOUSE - GARDEN - DAY
A big, 
traditional house nestled in the hills. PARENTS and graduating STUDENTS exchange 
polite conversation in the yard.
EXT. SAM'S 
HOUSE - BACK PORCH - DAY
Sitting between 
a pair of open french doors is "the gang" consisting of Julia and Paul and Terry 
and Sam. They throw around conversation, ignoring the party.
TERRY
It's secluded? 
Nobody said anything to me about the cabin being secluded.
JULIA
I said it was a 
cabin in the woods. I thought seclusion was a given.
TERRY
I'm no good out 
in the woods. You know what lives in the woods? Animals that sting. Animals that 
bite.
PAUL
So avoid the 
animals.
JULIA
I really 
appreciate you guys helping me. I couldn't move everything alone.
SAM
Hey, it's our 
last chance to be together. Terry and I are excited.
(turns)
Aren't we, 
Ter?
She's not 
excited.
TERRY
Can I bring my 
cotton bedsheets to the cabin? If I try to sleep in anything but cotton, I get 
hives.
JULIA
Whatever makes 
you happy.
Sam grabs a 
large drawing pad from the steps. He opens it.
SAM
Speaking of 
which, I've got your graduation gift. As specified.
JULIA
Let's see.
Sam holds up a 
sketch of Clark Kent changing to Superman.
SAM
Like it?
JULIA
It's great. 
Thanks Sam.
Paul checks out 
the drawing. His nose crinkles.
PAUL
Superman? Why'd 
you want a drawing of Superman? 
JULIA
He's very 
attractive.
PAUL
(staring)
You're 
kidding.
JULIA
No.
PAUL
He's not even 
real.
JULIA
I think most 
women tend to wonder if Superman is super in every way.
TERRY
I don't.
PAUL
You see. There 
goes your argument.
TERRY
(thoughtfully)
But Spiderman 
has a nice ass.
Off everyone's 
LOOK --
TERRY (cont'd)
What?
INT. SAM'S 
HOUSE - BATHROOM - DAY
Julia finishes 
washing her hands. Dries them. Grabbing her camera and the drawing, Julia opens 
the bathroom door ...
INT. SAM'S 
HOUSE - HALLWAY - CONTINUOUS
... and 
freezes. Standing within an open bedroom is ...
A BLOND 
STUDENT.
Another college 
graduate. Tan and attractive. Dressed exactly like Paul -- identical white 
shirt, gold and blue striped tie. He pulls off his tie and unbuttons his 
shirt.
Julia doesn't 
move.
The student 
peels off his shirt. Her eyes are drawn to a Superman "S" insignia tattooed on 
his shoulder.
The student 
catches sight of Julia in the hallway. Her face turns bright red immediately. 
She starts to laugh.
He smiles at 
her. A bit flattered. Flirting.
STUDENT
Changing into 
something more formal.
He holds up a 
pair of ripped jeans.
Julia backs 
down the hallway. Still laughing. Embarrassed.
JULIA
I'm sorry. I 
was just using the ...
(laughs)
Really. I'm 
sorry.
STUDENT
I'll forgive 
you this once.
She quickly 
leaves.
The blond 
student watches her go. A grin on his face.
EXT. SAM'S 
HOUSE - BACK YARD - DAY
Julia walks out 
the back door. Stifling her laughter.
Paul is talking 
with Guy on the lawn. Julia SNAPS a picture of them together, winds her film, 
and notices ...
A LITTLE GIRL 
...
Sweet and 
innocent. Sitting on a bench. Motionless.
Julia walks 
towards her. The little girl is staring across the lawn at a pool shed. 
Transfixed. A group of children are playing on the grass in front of it.
The girl 
becomes aware of Julia's presence and turns around.
JULIA
Hi.
GIRL
(quiet)
Hi.
Silence.
JULIA
You sitting 
here all by yourself?
The girl slowly 
nods "Yes."
JULIA (cont'd)
Don't you want 
to play with the other kids?
The girls 
shakes her head "No."
JULIA (cont'd)
Want me to 
leave you alone?
The girl shakes 
her head "No."
More 
silence.
JULIA (cont'd)
Want to mix 
this up and ask me something?
The little girl 
notices the camera.
GIRL
Are you taking 
pictures for Sam's family?
JULIA
No, I'm just 
...
(then)
I'm a friend of 
Sam's. But I'm also a photographer. I take pictures.
Beat.
GIRL
Will you take a 
picture of me?
JULIA
Why?
GIRL
So you won't 
forget me.
JULIA
(surprised)
Why would I 
forget you?
GIRL
Because they're 
coming for me.
A long beat. 
Julia sits next to her.
JULIA
Who is?
GIRL
The 
monsters.
JULIA
What 
monsters?
GIRL
There. Behind 
the door.
The girl points 
towards the pool shed. The rusted door of the shed is slightly open. Just a 
crack.
JULIA
Those other 
kids don't look too scared.
GIRL
They should 
be.
Beat.
JULIA
(playing 
along)
So how come 
only you can see them?
THE GIRL LEANS 
FORWARD AND SPEAKS IN A HUSHED WHISPER.
GIRL
Because I know 
they're real. I used to have a little brother, but they came and got him. 
Now my parents say I never had a brother before.
(pause)
Soon ... my 
parents won't remember me either.
Something about 
the girl's tone of voice is unnerving. As if she's resigned herself to this.
A slight wind 
HISSES through the trees. The girl rises.
GIRL (cont'd)
I gotta go. 
They know I'm talking about them.
JULIA
Wait a 
second.
Julia SNAPS a 
picture of the girl.
JULIA (cont'd)
Feel 
better?
The girl stares 
at her.
GIRL
Are you scared 
of monsters?
JULIA
No.
Beat.
GIRL
I am.
The girl turns 
and runs across the lawn.
Julia is left 
sitting on the bench. She glances over at the pool shed again. Raises her camera 
and focuses on the door which is still cracked open.
She snaps the 
picture.
CLICK!
INT. PAUL'S 
APARTMENT - NIGHT
Julia and Paul 
are romantically entangled as they enter the apartment. A little drunk. Kissing 
and frolicking. She strips off his jacket and tie. Paul abruptly stops.
PAUL
Wait a minute 
...
(grabbing 
both sides of his shirt)
This is a job 
for ...
Paul rips his 
shirt wide open. Buttons popping everywhere. They both start laughing. Joining 
together, he guides her towards the bathroom.
The wind gently 
HISSES on the balcony. Windchimes spinning.
INT. BATHROOM - 
NIGHT
A cloud of hot 
steam. The soothing rush of warm water running over tanned and naked skin.
Julia stands 
underneath the shower, her body relaxing into Paul's chest, his muscular arms 
encircling her body, his lips buried in her neck and shoulders. Her eyes are 
shut. Her expression is calm.
INTERCUT - 
BLOND STUDENT 
Standing in the 
guest bedroom at Sam's house. Young and muscular. Bathed in sunlight. The tattoo 
on his shoulder.
BACK TO 
JULIA
Her eyes still 
pressed closed. Smiling a little.
Water continues 
rushing from the shower head, creating a HISS that eventually becomes THE ROAR 
OF THE OCEAN.
DISSOLVE TO:
EXT. PACIFIC 
COAST HIGHWAY - DUSK
The setting sun 
blushes crimson across the rolling waves of the Pacific. Streaking along the 
highway is a RANGE ROVER, packed with luggage, headlights on.
INT. RANGE 
ROVER - DUSK
Paul sits 
behind the wheel. He's bopping and RAPPING with Sam to HIP-HOP that BLARES from 
the speakers. Very energized.
Julia sits on 
the passenger side, leaning against the window, trying to shut out the music. 
Terry looks just as miserable. Finally, Julia turns off the radio.
A silent beat. 
The guys catch their girlfriends' expressions.
PAUL
Sorry.
SAM
(overlapping)
Sorry.
Terry leans 
forward between the seats.
TERRY
So the cabin 
has electricity, right? And plumbing? Everything we need?
JULIA
Uh-huh.
TERRY
So it has 
everything.
JULIA
It has 
everything.
SAM
Wait a minute. 
I hear a shoe about to drop.
JULIA
Except a 
phone.
SAM
BAM! There it 
is.
TERRY
(scandalized)
I need a phone. 
It's like family to me. Mom, Dad, my brother .... phone.
JULIA
So you're 
roughing it.
TERRY
The last time I 
tried to rough it, I was in therapy for a year. Why didn't your mother have a 
phone?
JULIA
I guess she 
wanted to be left alone.
At least until 
she got sick.
Paul looks to 
her.
PAUL
This won't be 
too hard on you, will it?
Staying at her 
place?
JULIA
It's okay. I'm 
enjoying this.
Julia smiles at 
him. Paul smiles back.
PAUL
Good.
He switches the 
radio back on and continues RAPPING with Sam. Julia and Terry both stare 
straight ahead, ears pounding. This is turning into a LONG trip.
EXT. FOREST 
ROAD - NIGHT
Paul's Range 
Rover makes its way down a long, winding road. The Rover's headlights illuminate 
the woods lining the road on both sides.
INT. RANGE 
ROVER - NIGHT
The inside of 
the Range Rover is dark. Only the faint glow from the dashboard lights provides 
any ambient illumination. Sam and Terry are snuggled together in the back seat. 
Everything is quiet.
Julia is 
thinking. Finally, she breaks the silence.
JULIA
Do you believe 
in monsters?
A beat. 
Everyone else in the car trades looks.
PAUL
We've been in 
the car too long.
JULIA
I'm just 
asking.
PAUL
Like what? The 
Boogeyman?
JULIA
The Boogeyman. 
The thing under the bed. The monster hiding in the closet.
TERRY
What made you 
think of that?
JULIA
A little girl 
at Sam's house. She was convinced there was a monster trying to get her.
PAUL
You're saying 
you believe her?
Julia is 
suddenly on the spot. She backtracks.
JULIA
Of course I 
don't. There are no monsters. Not really.
SAM
Sure there are. 
Ted Bundy. Son of Sam.
Ed Gein.
TERRY
Who was Ed 
Gein?
SAM
He was a mass 
murderer. This old hermit who'd kill people and take the parts he wanted. Heads. 
Livers. Intestines. Sex organs.
TERRY
Why did he use 
the parts for?
SAM
Everything. The 
police found a skull that was used for a soup bowl. Faces were stuffed and 
mounted like hunting trophies on the wall. Bones were used for furniture.
PAUL
He also wore 
their skin. Like clothes.
Terry recoils 
into her seat. Grossed out.
TERRY
Sorry I 
asked.
SAM
You wanted 
proof. There it is.
JULIA
But it's not 
like he's a monster under the bed.
SAM
So?
JULIA
So why are kids 
afraid of that? 
SAM
Because they 
live in a completely different world than we do.
(then)
Think about it. 
Why do kids pick up on things that we can't? ... Bumps in the night? ... 
footsteps in the hallway? ... A thumping inside their closet?
PAUL
Overactive 
imagination.
SAM
Wrong. Perfect 
awareness.
(beat)
Kids have a 
perfect awareness of everything around them. Every sound. Every 
shadow.
Everything gets 
quiet.
SAM (cont'd)
The Boogeyman 
could be real. So could monsters. Just because you've never seen them doesn't 
mean they aren't there.
Silence. The 
car engine purrs softly. This is starting to make sense. And it's spooky.
PAUL
All right. I'm 
creeped out. But my bullshit alarm is going off.
SAM
You just can't 
handle it.
PAUL
Right. Because 
it's bullshit.
JULIA
Serial killers 
aside, my take on this subject is very simple. If I don't have a picture of it 
-- it's not real.
TERRY
Okay, is this 
conversation like a radio station? Can we just change the channel? Because 
personally, I'd like to get to sleep tonight.
Terry has just 
finished saying these words, when --
AN ANIMAL runs out of the woods into the 
middle of the road. A black shape in the headlights. Eyes flashing in the 
dark.
PAUL
JESUS 
CHRIST!
Paul SLAMS on 
the brakes. Too late.
WHAM! The RANGE ROVER SMASHES into it, 
throwing the shape into a ditch at the side of the road.
The Range Rover 
swerves and comes to a SQUEALING HALT.
INSIDE THE 
ROVER
Everyone 
catches their breath. A moment of dead silence.
PAUL 
(cont'd)
Everyone 
okay?
TERRY
(nods)
We're fine.
JULIA
What was 
that?
PAUL
I think it was 
a dog.
Julia unlocks 
her door.
JULIA
We'd better 
check the car.
She steps out 
of the Rover. The others follow.
EXT. FOREST 
ROAD - NIGHT
The hazard 
lights are switched on. Paul walks around to the front of the Rover.
The bumper is 
dented.
PAUL
Look at that. 
There's a couple thousand dollars out of my wallet.
TERRY
You can 
probably get someone to pop it back.
PAUL
Sure. For a 
couple hundred dollars.
Sam looks down 
the road. He can barely make out a large form resting lifeless in the ditch.
He starts 
walking towards it.
JULIA
I'm sorry about 
your car, Paul ...
PAUL
(begrudging)
Yeah, well. 
Shit happens.
The 
conversation becomes distant as Sam walks slowly up the road, moving past the 
yellow flashing HAZARD LIGHTS which CLICK rhythmically ... click, click, click 
...
Sam approaches 
the ditch. Darkness is all around.
.... click ... 
click ... click ...
He kneels down 
alongside the body of the animal. Very little is visible of the corpse except 
for its dark, mangled form sprawled across the dirt.
Sam picks up a 
stick and pokes at the body. Nothing happens.
He pokes at the 
corpse again.
The hind legs 
of the corpse suddenly twitch. A reflex action. Sam leaps back. The life nearly 
scared out of him.
A flap of 
hairless skin slides away from one of the animal's hind legs. Sam leans forward 
to get a better look, becoming simultaneously repulsed and fascinated.
SAM
Hey guys!
PAUL
What?
SAM
Take a look at 
this.
JULIA
Is it a 
dog?
Sam glances at 
the dead corpse and back to his friends again. He looks shaken.
SAM
I don't 
know.
The rest of the 
group moves down the road. A weird unease has started to settle in.
Paul and Julia 
kneel down in front of the corpse. It's almost unrecognizable. The darkness 
smothering the road keeps them from getting a handle on any of the body's 
features.
PAUL
It looks like a 
dog to me.
SAM
Did you see the 
leg?
PAUL
What about 
it?
Sam takes the 
stick and gently pushes away the flap of torn skin for a better look. The group 
leans forward.
A deep bleeding 
wound has been exposed. Through the torn flesh and blood pumping over charcoal 
skin, the group can see bones flashing into the moonlight. But intermingled with 
the animal's skeleton are ...
PIECES OF METAL 
...
Glittering and 
clean. A series of connected stainless steel threads and pallid bone that have 
grown together.
SAM
Ever seen 
anything like that?
PAUL
No.
SAM
It looks like 
steel. Like someone put steel into its body.
PAUL
I don't think 
it was put in there. It looks like it grew that way.
JULIA
That's 
impossible. What kind of animal has steel in its skeleton?
Terry steps 
forward tentatively.
TERRY
What are you 
looking at?
JULIA
Are you sure 
it's dead?
PAUL
Come on, honey. 
It's a dog. Not a zombie.
SAM
Julia? Where's 
your camera?
JULIA
It's in the 
car.
PAUL
I've got 
it.
Paul races back 
to the Range Rover and opens the passenger door. He withdraws Julia's 
camera.
Julia takes a 
step back into the middle of the road. The wind is sifting through the trees, 
creating a soft HISSING noise as the branches dance and twist in the 
shadows.
Paul returns 
and hands the camera to Sam.
SAM
You want to 
turn it over?
PAUL
I'm not 
touching it.
Sam kneels 
down. He points the camera and shoots.
The camera 
flash cuts through the darkness and falls upon the corpse. But only for a 
millisecond of clarity.
Twisted metal. 
Skin. Appendages. Madness.
Both of the 
young men stand frozen, thunderstruck, staring down at the misshapen shape in 
front of them. A long period of amazed silence follows.
SAM
That's wrong. 
That's all wrong.
Paul shakes his 
head.
PAUL
That's not a 
dog.
TERRY
(stunned)
What were those 
things coming out of its back?
Paul starts 
recoiling. His stomach is getting weak.
PAUL
That's not a 
dog.
The cool summer 
wind WHISTLES through the trees around them.
SAM
(sickened)
That doesn't 
even make sense.
JULIA
Paul ...
Paul looks over 
at her.
JULIA (cont'd)
Let's get in 
the car.
SAM
We need some 
flashlights.
TERRY
(hushed)
Screw the 
flashlights.
SAM
What the hell 
is it?
PAUL
Dude. We're 
outta here.
Julia and Paul 
walk briskly to the Range Rover. Sam and Terry follow them, glancing back over 
their shoulders.
SAM
What the hell 
is it?!
Paul tosses the 
camera into the Rover's back seat. He SLAMS the door shut. Julia opens the front 
passenger door.
A soft THUMPING 
from the woods. Almost like footsteps.
JULIA
Get in the 
car.
Julia hops into 
the front seat and SLAMS her door.
INT. RANGE 
ROVER - NIGHT
The atmosphere 
is quickly turning into panic. Paul jumps behind the wheel as both Sam and Terry 
close their doors.
SAM
I want to know 
what that thing was.
Paul presses 
the automatic door lock. THUNK.
JULIA
Paul, start the 
car.
PAUL
Keys ...
He searches his 
pockets. They're empty. He checks his jacket.
SAM
I want to know 
what it was.
PAUL
Will you shut 
up?
Paul fishes out 
the car keys from his jacket pocket. He starts the ignition. The engine ROARS to 
life.
JULIA
Go.
A heavy THUMP. 
Right outside the back window. Sam and Terry instinctively look towards the rear 
hatch.
TERRY
There's 
something behind the car.
JULIA
GO!
Paul hits the 
gas.
EXT. FOREST 
ROAD - NIGHT
The Range Rover 
disappears into the night.
The calm and 
unnerving quiet of the woods are left behind. The wind WHISTLES softly.
EXT. SANTA MIRA 
- FAST FOOD RESTAURANT - NIGHT
A fast food 
joint at the side of the road.
INT. FAST FOOD 
RESTAURANT - NIGHT
Everyone is 
sitting quietly at a table. Fast food leavings are littered across their plastic 
trays. Nobody is saying anything or looking at one another.
Finally ...
SAM
I want to get 
the body.
Everyone's face 
drops into shock. Paul almost laughs.
PAUL
You do that. 
We'll wait for your ass right here.
Sam leans 
forward in his seat. Intense.
SAM
Nothing about 
that thing looked right. Absolutely nothing. There was metal in its 
skeleton.
TERRY
Maybe it wasn't 
metal. It might've just looked like metal.
SAM
There were 
fucking gears, for Chrissake.
PAUL
Fine. Go back 
out there. Do whatever the hell you want. But count me out. I'm done.
JULIA
We've already 
got a picture, Sam.
SAM
Let's get a few 
more then. I want to get a good look at that thing up close.
TERRY
(adamant)
I'm not going 
back there.
SAM
Let Julia 
decide. It's her camera.
The group 
stares at Julia. She remains silent.
PAUL
Your call.
Julia stares 
back at all of them. A moment.
A small CHILD 
begins CRYING and SCREAMING in the restaurant. Julia flinches at the unexpected 
sound, glancing over at the child's parents as they quiet him down.
She rises from 
the table. 
JULIA
I have to use 
the bathroom.
She walks 
straight into the bathroom.
After she's 
gone ...
TERRY
I'm not going 
back there.
INT. FAST FOOD 
RESTAURANT - BATHROOM - NIGHT
Large and 
poorly lit. Several closed bathroom stalls face a row of sinks and a huge 
mirror.
A toilet 
FLUSHES. Julia leaves one of the stalls and pulls the door closed behind her. 
She moves to the mirror, washes her hands, and retrieves a brush from her 
purse.
Water DRIPS 
from one of the leaky pipes in the bathroom while the fluorescent bulb over the 
mirror CRACKLES softly. Julia is about to brush her hair, but something unnerves 
her. She cocks her head slightly. A feeling.
She turns 
around and checks out the bathroom. The doors to the stalls are all closed shut. 
Empty and quiet.
She starts 
brushing her hair. A few moments pass. Then, she stops and listens to the water 
DRIPPING from the pipe. Julia turns back around and looks at the bathroom.
One of the 
stall doors all the way at the end is now slightly open. Not much. Just enough 
to reveal a patch of darkness and gloom within.
The sound of 
water dripping abruptly stops. Silence follows.
Julia looks 
like she's about to crawl out of her skin. She quickly shoves her brush back 
into her purse and leaves.
INT. FAST FOOD 
RESTAURANT - NIGHT
Julia walks 
towards her friends as they collect themselves. Everyone is slow getting their 
stuff together.
JULIA
I want to 
leave.
PAUL
Hold up. We're 
coming.
The CHILD 
starts CRYING again. Pointing at the bathroom.
This disturbs 
Julia further.
JULIA
Paul?
PAUL
Okay. Slow 
down.
The group 
leaves the table.
EXT. FAST FOOD 
RESTAURANT - PARKING LOT - CONTINUOUS
The group 
emerges from the restaurant. The parking lot is almost deserted. No people are 
in sight.
Julia moves 
leisurely towards the Range Rover, just ahead of Terry and Sam -- but she'd walk 
a lot faster if Paul's arm weren't draped around her shoulder. She looks tight 
and nervous. Her eyes scanning the parking lot.
The cars are 
empty. Sidewalk litter dances in the wind.
Inside one of the parked cars, a featureless 
SHAPE is sitting behind the wheel. The shape turns and stares at 
them.
Everyone piles 
into the Range Rover. Julia throws a nervous glance back at the SHAPE in the 
car.
He's still 
watching them.
Everyone piles 
into the car.
INT. RANGE 
ROVER - CONTINUOUS
Paul starts the 
engine and pulls out of the parking lot. Julia relaxes into her seat, 
relieved.
EXT. SANTA MIRA - TOWN STREET - 
NIGHT
The Range Rover 
heads off into the woods.
EXT. CABIN - 
NIGHT - ESTABLISHING
A rustic home 
surrounded by huge pine trees and beach grass overlooking the ocean. There are 
no neighbors in sight. Paul's Range Rover is parked out front.
INT. CABIN - 
BASEMENT - NIGHT
The basement is 
saturated in a bright red light. Julia is developing a photograph within a small 
basin. Paul and Terry are seated on the stairs. Sam is pacing.
SAM
How much 
longer?
JULIA
Thirty seconds. 
It's coming out.
SAM
I still think 
we should get the body.
We could drive 
out there, haul it into the car ...
PAUL
I'm not loading 
that thing into my car.
I don't give a 
shit what it is. It's not coming back here.
Julia lifts the 
developed picture out of the basin.
JULIA
Done.
She switches on 
the light. The group crowds around her.
SAM
What is it? 
What does it look like?
The photograph 
is blurred. The body is indistinguishable.
JULIA
Damn.
SAM
What happened 
to the picture?
JULIA
Out of 
focus.
SAM
What do you 
mean it's out of focus? I took the picture. The flash went off.
JULIA
Sam, this is a 
professional camera with a zoom lens. You can't just point and shoot.
A quiet moment 
as they stare at the picture.
PAUL
Well, so much 
for that.
Sam looks at 
the picture, then at his friends. With a look of somber frustration, Sam quietly 
turns and charges up the stairs, taking two at a time.
After he's gone 
...
TERRY
It's not a big 
deal. Whatever it was.
(then)
He'll get over 
it.
EXT. SANTA MIRA 
COASTLINE - BEACH - DAY
Cloudy and 
overcast. A set of colorless waves CRASH into the rocks. Sam and Julia and Terry 
walk just beyond the rippling surf, arguing with each other.
SAM
I can't get 
over it. That thing looked wrong. Completely wrong.
JULIA
Of course it 
looked wrong. Paul rammed it with his car.
SAM
What about the 
blood? It wasn't red ... it was black -- it was like ... oil coming from 
a busted engine.
JULIA
I must've 
missed that.
SAM
Let's find it. Cut it up. Study 
it.
TERRY
(measured)
Sam, I realize 
that you're an extroverted comic book artist and I'm a neurotic. But it's only 
now at this moment that I'm wondering why we're dating.
Sam turns back 
to Julia --
SAM
I'll pay you to 
take me back.
JULIA
You don't have 
to pay me. Take the car.
SAM
The Rover's a 
shift. I can only drive an automatic.
JULIA
Ask Paul.
SAM
He's out 
running. Besides, you heard him last night. He'd never do it.
Julia stares at 
him.
JULIA
It's a dead 
animal. 
SAM
So come with 
me. You take the pictures this time. If it's just a dead animal, then you're 
right and I'm wrong. But if it's not, we've got a picture of it.
JULIA
A picture of 
what?
Beat.
SAM
A monster.
A set of 
foaming waves HISS as they slide along the sand.
Julia stands 
with her arms folded. There's something really creepy about it which she doesn't 
want to admit.
JULIA
Monsters don't 
exist. 
SAM
What...?
(pause)
Sayin' yes ... 
or saying no?
Julia stares at 
him, deadpan. Sam just stares right back.
EXT. FOREST 
ROAD - DAY
The same lonely 
stretch of road from the night before.
The Range Rover 
appears around a corner and pulls over to the side of the road. Julia opens her 
door, camera in hand, and gets out. Sam follows her lead.
SAM
This is it?
JULIA
I think so. You 
can see the way the road turns sharply to the left. The rest of the drive was 
straight.
SAM
You've got 
film, right?
JULIA
A new roll. You 
can have all the pictures you want.
Julia and Sam 
start searching the ditch. Feet crunching in the dirt. Moving away from the 
car.
A soft THUMP 
echoes from somewhere in the woods. A place just beyond the wall of pine 
branches and shrubbery that shivers in the breeze.
Sam and Julia 
look around. They wait. Nothing. Nobody.
SAM
(slight 
grin)
The Boogeyman 
lives here.
JULIA
So will you if 
you keep talking like that.
They keep 
walking. A beat passes.
SAM
Julia? Can I 
ask you something?
JULIA
Go ahead.
SAM
Last night on 
the road, after I took the picture and we started walking to Paul's car, did you 
have the same feeling?
JULIA
What 
feeling?
SAM
That we were 
being chased.
Julia doesn't 
say anything.
She stops cold 
in her tracks. Just ahead of her, resting motionless in the ditch, is ...
A BODY ...
Swathed in dark 
fur, twisted at a pathetic angle, huge gashes in its side. The corpse of a Doberman pinscher. Flies are BUZZING 
and swarming over the dog's open wounds.
Julia and Sam 
move towards the dog's lifeless form.
JULIA
There's your 
monster.
SAM
That's a 
dog.
JULIA
Right.
Sam kneels in 
front of the corpse. Waves off some flies.
SAM
That's not what 
I saw.
JULIA
I don't see any 
other corpses on the side of the road, do you?
A long moment. 
Sam stares back down at the Doberman's body.
SAM
That's not what 
I saw.
CLOSE ON THE 
DOG
Eyes slightly 
open. A misshapen form plagued with flies.
The sound of 
INSECTS SWARMING drowns out the WIND HISSING through the trees.
EXT. FOREST - 
WALKING TRAIL - DAY
Paul is jogging 
through the woods. A light mist hangs in the cool air. The sounds of the forest 
surround him.
Suddenly, the 
birds stop singing. Paul becomes aware of this. He stops running and looks 
around. The forest is deathly still.
The sound of a 
TWIG being crushed underfoot. Then nothing.
Another moment. 
Paul keeps going, a chill on his spine, looking back over his shoulder.
EXT. SANTA MIRA 
- TOWN SQUARE - DAY
A picture 
postcard community consisting of quaint storefront shops and manicured 
parks.
Paul stands 
right in front of a freshly painted realty office building with a picketed 
fence, sipping a Coke, watching a HOMELESS WOMAN across the street screaming and shouting at traffic. She's right next 
to the parked Range Rover.
Julia walks out 
of the realty office.
PAUL
Finished?
JULIA
Done. The cabin 
has a buyer.
PAUL
What about the 
movers?
JULIA
They're coming 
on Sunday afternoon so we'll have to start packing.
The homeless 
woman starts walking off down the sidewalk. Moving away from the Rover's parking 
space.
PAUL
Good. She's 
leaving. I thought we were gonna have to make a run for the car.
JULIA
I feel sorry 
for those people.
PAUL
Me too. But 
that doesn't mean I want to get screamed at.
JULIA
People are 
ignoring her. Maybe that's the only way she can get attention.
PAUL
She's doing a 
good job. Kept me away.
They start 
crossing the street towards the car.
JULIA
How does 
someone end up like that?
PAUL
I think we're 
witnessing it first-hand with Sam. What did you guys find on the road 
anyway?
JULIA
A dog.
Paul stares at 
her. Surprised.
PAUL
Really?
JULIA
Yeah. 
Personally, I'm glad we didn't find Frankenstein's monster.
PAUL
You just like 
being right.
JULIA
(grins)
Damn 
straight.
EXT. CABIN - 
WALKING TRAIL - DAY
Sam heads away 
from the cabin, his drawing sketch pad under his arm, moving into the woods.
INT. CABIN - 
BASEMENT - DAY
A picture is 
lifted out of the developing basin. The shot of the little girl from the party. 
Her expression is distant. Tortured.
Bathed in the 
red light, Julia gazes at the picture for a moment, then places it to the side. 
She goes to work on the next piece of developing paper into the basin. She 
waits. Rocks the basin a bit.
The TIMER in 
the basement TICKS.
The picture 
starts to manifest. The photo of the children and pool shed at Sam's house.
Julia frowns 
slightly. Something is wrong with the photograph as the details become more 
tangible. She lifts the photo out of the basin. Mystified.
CLOSE ON: THE 
PHOTO
Standing just inside the shed's door is a 
BLURRED FIGURE. Featureless. Barely distinguishable. Hiding in the 
dark.
EXT. WOODS - 
WALKING TRAIL - DAY
Sam is sitting 
on a fallen tree trunk, sketching on his drawing pad with a feverish 
intensity.
CLOSE ON: THE 
DRAWING
A rough drawing 
of the animal's leg, intertwined with steel rods and metal threads which 
culminate in a large pulley where the hip bone should be.
INT. CABIN - 
LIVING ROOM - NIGHT
A warm and 
comfortable cabin. Simple and subdued.
Paul is seated 
on the couch, typing into his powerbook which is hooked up into a phone jack in 
the wall. Julia stands next to him, holding the photograph.
JULIA
I've never seen 
anything like this before. I thought it might be a flaw in the negative, but now 
I'm not so sure. Will you take a look?
PAUL
(not 
paying attention)
Okay.
He keeps 
watching.
JULIA
Today.
PAUL
I'm busy.
JULIA
You're in a 
chat room with a bunch of strangers.
PAUL
(defensive)
They're 
friends.
JULIA
Oh yeah? What 
are their last names?
They sit face 
to face. Paul is speechless for a moment, then impatiently takes the photograph 
and looks at it.
PAUL
I don't see 
anything.
He puts the 
photo down and gets back to the chat room.
JULIA
You didn't even 
look.
PAUL
(he 
didn't)
I looked.
JULIA
There's 
somebody in the shed. I couldn't see it when I took the picture, but now it's 
there.
PAUL
I know. Usually 
when you take a picture, you can't see a blur.
Paul smiles at 
her. Completely smug. Julia stares right back.
JULIA
Give your 
"friends" my best.
Julia takes the 
photograph and leaves. Paul types into his computer: "JULIA SENDS HER BEST." The 
message pops up next to his user name. Within seconds, several other user names 
in the chat room respond with "WHO'S JULIA???"
INT. KITCHEN - 
NIGHT
Terry is 
sitting on the counter, twirling her hair and chatting on a CELL PHONE. Julia 
enters the kitchen.
TERRY
(on 
the phone)
I'm not 
kidding, Dana. There's no phone.
(beat)
There's a jack 
and the phone line works, but there's no phone. Uh-huh. Paul was 
able to get on the internet. I'm using his cell.
JULIA
(quietly)
I need you to 
look at something.
Terry nods.
TERRY
Hold on.
JULIA
Here.
Julia holds out 
the picture. Terry looks it over briefly.
TERRY
(polite)
Nice 
picture.
She gets back 
to her phone conversation.
TERRY (cont'd)
I'm back.
(beat)
I don't know if 
he has any free minutes, but he definitely won't after this conversation. 
Uh-huh. Thank God for AirTouch.
Frustrated, 
Julia takes the picture and leaves the kitchen.
EXT. CABIN - 
FRONT PORCH - NIGHT
The air is 
completely still. A hush has fallen. The only sound is the ocean and crickets chirping in the grass.
Julia wanders 
outside holding some of the developed photographs from the party. Sam is sitting 
on the front steps, working on his drawing.
JULIA
Sam? Could you 
look at...
Sam looks up 
from his drawing pad.
SAM
What?
Beat.
JULIA
Never mind.
Julia sits on 
the porch glider and looks through the photos. The little girl looking back over 
her shoulder. The blurred shape inside of the shed.
A moment 
passes. Julia shuts her eyes as a slight breeze comes up. She slips into a 
dream-like state, calm and relaxed, before opening her eyes to find ...
THE BLOND 
STUDENT
Sitting back on 
the hood of a sports car. Wearing a white tank top undershirt. The tattooed "S" 
insignia visible on his shoulder. Bathed in soft moonlight. He even looks good 
in the dark.
Their eyes 
meet. Smiles are traded between them. The wind sifts gently over the porch.
It's all very 
dream-like.
INT. CABIN - 
BEDROOM - NIGHT
A spacious 
bedroom. Typical. 
Julia is 
already in bed and wearing a night shirt. Paul is grinding out a set of 
crunches.
JULIA
It just would 
have been nice if somebody had looked at it. You were on the internet. Terry was 
on the phone. I felt like I was living with a bunch of machines instead of 
people.
PAUL
Someone's 
overreacting.
JULIA
Would you look 
at it again?
PAUL
I already did. 
And I still don't see anything. 
Paul gets into 
bed.
JULIA
That little 
girl said there was a monster in the shed.
PAUL
(kisses 
her)
It was probably 
another dog. Good night.
He switches off 
the light. Paul turns over and goes to sleep.
Julia sits for 
a moment in the dark. Alone with her thoughts. She looks over at the walk-in 
closet across the room.
The closet door 
is slightly open. Just a crack. Not enough to provide any clear view of what 
lies within, but just enough for something -- monsters included -- to peek 
out.
Julia stares at 
the closet. Spooked. She knows better, but it's dark and her primal fears are 
taking control.
JULIA
(to 
herself)
Stupid.
She gets out of 
bed and tiptoes to the closet, shutting the door. Then she gets back into bed. 
Smiling to herself, she goes to sleep.
EXT. CABIN - 
NIGHT
The wind is 
picking up. Trees rustle.
INT. CABIN - 
BEDROOM - NIGHT
The clock on 
the night table reads 3:15 AM. Julia turns over in her sleep and stirs awake. 
She groggily looks over towards the closet. Julia practically sits up in 
bed.
The closet door is wide open.
A childhood 
nightmare come to life. Julia's breathing quickens. She reaches towards the 
other side of the bed.
JULIA
(a 
whisper)
Paul?
Her hand finds 
nothing but sheets and empty space. There's nobody there. She quickly turns to 
locate her boyfriend. But he's gone.
She tries to 
switch on the light. CLICK.
The light stays 
off. She tries again. CLICK.
Nothing 
happens.
Then, she hears 
it. A faint sound. Almost like a shuffling. The sound of something 
dragging itself lightly across the floor to the edge of the bed.
Julia's throat 
has gone dry. Carefully, she creeps towards Paul's side of the bed and checks 
the floor.
There is 
nothing in sight. The only sign of movement are the shadows from the trees 
outside.
There is only 
one place left to look. Julia cautiously steps down to the floor. Sinking down 
on her knees, she gently lifts up the dust ruffle and looks into the inky 
darkness underneath the bed. The space is empty.
Julia drops the 
dust ruffle and sits up, GASPING.
A BLACK SHAPE 
IS STANDING BEHIND HER.
Then, a 
familiar voice comes from it.
PAUL
Hey ... it's 
just me.
Paul switches 
on the light. He's wearing a UCLA sweatshirt.
JULIA
The light 
wouldn't turn on.
PAUL
Works now.
Julia catches 
her breath. The fear finally draining from her.
JULIA
Where were 
you?
PAUL
I was cold so I 
got a sweater from the closet. And I went to the bathroom. Why were you looking 
under the bed?
Julia isn't 
quite sure how to answer. She's embarrassed.
JULIA
I thought there 
was something in the room.
PAUL
(skeptical)
Something? Like 
what?
INT. CABIN - 
LIVING ROOM - DAY
SHRRRIIIIPPP. 
Packing tape is pulled back from a roll.
Julia finishes 
taping up a cardboard box. Terry is packing some books into another box of her 
own.
TERRY
You thought there was a monster in the room? And 
you admitted it?
JULIA
I didn't know 
what else to say.
TERRY
Advice. When 
you don't know what else to say, you lie.
JULIA
But I really 
did hear something.
TERRY
You're worse 
than my boyfriend.
Julia looks 
towards the front door.
Sam is sitting 
on the porch steps, sketching on his pad, oblivious to everything around 
him.
JULIA
He's in his own 
world, isn't he?
TERRY
That's an 
understatement. I have a sinking feeling that sex is out of the question for 
this trip.
This sparks 
something in Julia. She hesitates, looking through an open doorway where Paul 
can be seen packing some clothes. Julia speaks to Terry in confidence.
JULIA
Do you 
fantasize about other people?
TERRY
If I haven't 
yet, I probably will by the time we're ready to leave.
Hesitant 
beat.
JULIA
I've been 
fantasizing about a guy.
TERRY
Anyone we 
know?
JULIA
Blond. Good 
looking. Nice body.
TERRY
I'd like to 
know that.
JULIA
(hushed)
He has a 
Superman tattoo on his shoulder.
Terry's mouth 
drops. The girls move closer together.
TERRY
No.
JULIA
Yes.
TERRY
No.
JULIA
Yes.
TERRY
When did this 
start?
JULIA
Sam's party. I 
walked out of the bathroom and he was changing out of his suit. He lost his tie, 
his shirt ... and then he spotted me.
TERRY
What did you 
say? Keep going?
JULIA
I got out of 
there. But I've been fantasizing about him ever since.
TERRY
Fuck yeah. 
Power to the people.
JULIA
But Paul is the 
perfect boyfriend. Top to bottom. He's gorgeous. He's smart. He's gonna be a 
doctor.
TERRY
(continuing)
He never gets 
upset about anything ...
JULIA
What the hell 
is wrong with me?
TERRY
It's just a 
fantasy.
JULIA
Yeah, but when 
I made love to Paul on grad night ... I thought of him.
Terry 
stares.
TERRY
Wow.
JULIA
I know. Don't 
tell Paul about this. I'd rather not test the whole "he never gets upset about 
anything" part.
TERRY
Are you 
okay?
JULIA
I don't know. I 
think I'm flipping out. Seeing things in pictures. Thinking that there's a 
monster in my closet.
TERRY
(rising)
You're being 
too sensitive. We woke up with our closet wide open and I'm not upset about 
it.
Julia 
reacts.
JULIA
Your closet was 
open?
TERRY
Having to wash 
my hair without an all-natural conditioner. That upsets me.
She walks out. 
Julia sits quietly in the living room, left alone with her own puzzled 
thoughts.
INT. CABIN - 
HALLWAY - DAY
Julia is 
walking down the hallway. She happens to pass the bathroom door which is 
slightly open.
JULIA'S POV
Within the 
bathroom. The BLOND STUDENT is toweling off. Completely naked. The tattoo 
plainly visible on his shoulder. His eyes lock on hers.
Julia REACTS, 
and runs straight into Paul. She JUMPS.
JULIA
Jesus. You 
scared me.
PAUL
I'm sorry.
JULIA
It's okay. I 
wasn't looking.
PAUL
I'm going for a 
run.
JULIA
Okay. See you 
when you get back.
(remembers)
Oh, Paul? Don't 
leave the closet door open anymore, all right?
PAUL
(confused)
Huh?
JULIA
The closet. 
Last night. You left it open.
PAUL
I closed it 
after I got my sweatshirt.
JULIA
Did not.
PAUL
Serious. I 
thought you opened it.
JULIA
Wasn't me.
A moment.
PAUL
Well damn, 
Julia. Your monster isn't just noisy, he's also inconsiderate.
He kisses her 
on the cheek and takes off. Julia stands alone in the empty hallway, a chill 
running down her spine.
INT. BEDROOM 
CLOSET - DAY
The door slowly 
creaks open. Julia stands in the doorway, surveying the closet -- a cluttered 
and claustrophobic space despite its size. Clothes draped on hangars. Cardboard 
boxes stacked on shelves. Shadows.
Julia moves 
inside and pulls a string hanging from a light bulb which acts as a switch. 
Tick-tick. The bulb stays dark. She tries again.
Tick-tick.
The light still 
won't come on.
Julia carefully 
looks through some of the clothes. Nothing. She kneels down and checks the 
floor.
A long CREAKING 
behind her. The natural light fades.
Julia looks 
over her shoulder, a bit skittish, as the closet door eases back towards the 
doorjamb. But there's nobody there. Just the faintest hint of a draft.
Julia keeps 
searching through the clutter. Moving shoes and boxes out of the way. 
Searching.
Then, she spots 
something glittering in the ribbon of light coming from the closet doorway. A 
small object resting in the corner. Julia reaches down and picks it up ...
A PIECE OF 
METAL ...
Small and 
intricate with erratic markings. Twisted and strangely ornate. The shape and 
texture of the metal is almost completely alien.
Julia holds the 
metal into the light. Extremely curious. Behind her, a shadow moves ...
CRASH. Julia 
SCREAMS, dropping the object and whirling around as a cardboard box SMASHES down 
behind her. Tumbling from one of the shelves above. Old shoes scatter across the 
floor.
Julia catches 
her breath. Heart pounding.
On the floor, 
the metal object sparkles in the light. A draft HISSES through the open closet 
door.
EXT. FOREST 
ROAD - DAY
The Range Rover 
races down the empty road.
INT. RANGE 
ROVER - DAY
Julia sits 
behind the wheel. Her eyes intense. She looks over at the passenger seat where 
both her purse and the metal object are located.
EXT. SANTA MIRA 
- FOREST ROAD - DAY
The Range Rover 
streaks out of the woods towards Santa Mira.
EXT. SANTA MIRA 
- LIBRARY - DAY
Julia walks up 
the front steps leading to the library -- a weathered building that overlooks 
the town square. A banner hangs over the front entrance. It reads ...
             
WELCOME TO THE FOUNDER'S DAY FAIR
INT. LIBRARY - 
READING ROOM - DAY
The stacks are 
deserted and still. Julia sits at a reading table, flipping through a book, 
surrounded by long rows of bookshelves.
INTERCUT - THE 
BOOK
Julia flips 
from page to page, allowing momentary glimpses of various drawings: vampires, 
werewolves, witches, a ghastly thing crawling out from under a maiden's bed.
ON JULIA
as she puts 
down the book and grabs another from a stack on the table. She opens it and 
starts paging through.
CLOSE ON - THE 
BOOK
As Julia finds 
a drawing of a sleeping child. Just beyond the bed is an open closet door, the 
horrid face a MONSTER watching the child from within.
Julia shivers 
down to her soul. A familiar feeling of late.
A slight 
SQUEAKING catches her attention. She looks across the reading room to find 
--
A YOUNG BOY
Ten years old. 
Tow-haired. Sitting a few tables away but almost directly opposite her. He's 
wearing a Superman shirt.
He smiles 
timidly and waves. Julia waves back.
A THUMP behind 
her. Julia turns and looks over her shoulder. She barely catches sight of a 
shadow slipping across the wall in the stacks.
The SCRAPING of 
chair legs against the cold floor. Julia looks back towards where the BOY was 
sitting. The chair is pushed back and empty.
Another 
THUMPING in the stacks. Then silence.
A feeling of 
anxiety washes over Julia as she grabs some of the books and leaves.
EXT. CABIN - 
NIGHT
It's getting 
dark. Moonshadows shift across the lawn.
INT. CABIN - 
LIVING ROOM - NIGHT
Soft rock seeps 
from a pair of portable compact disc player speakers. Paul removes a lid of 
grass and some zigzag papers and starts to roll a joint. Everyone looks pretty 
toasted. Cardboard boxes and candles are everywhere.
Sam is sitting 
off to himself. He's still drawing on his pad. Julia is reading one of the books 
from the library.
JULIA
(takes 
a hit)
Monsters. 
Symbols and dream images. Now you see, I don't agree with that. I think 
everything has some kind of physical representation. People can't just come up 
with this stuff.
PAUL
You did a good 
job last night.
Julia hands him 
the metal object from the closet.
JULIA
And this? What 
do you make of this?
PAUL
Where'd you 
find it?
JULIA
In the closet 
you didn't leave open.
TERRY
What's she 
talking about?
PAUL
(wearisome)
My girlfriend 
believes in the Boogeyman.
JULIA
I never said it 
was the Boogeyman. Maybe it's some primeval energy that causes a response in 
human beings. This could be the physical representation of that energy.
PAUL
Julia. It's 
piece of shit.
TERRY
I disagree.
Julia turns 
hopefully to Terry --
JULIA
Yes?
TERRY
It's the 
physical representation of a piece of shit.
Pot-induced 
laughter. Julia takes back the object.
JULIA
You're not 
being objective about this. Have either of you ever been scared? Really 
scared?
PAUL
I'm scared 
right now that you've smoked too much.
JULIA
Paul ...
PAUL
Okay. Sure. 
I've been really scared.
JULIA
Like when?
Beat.
PAUL
Maybe when we 
hit the dog.
Sam looks 
unsettled.
SAM
You mean 
this?
Sam tosses his 
sketch pad into the center of the floor. Everyone leans forward, getting a good 
look at Sam's detailed drawing of --
THE ANIMAL LEG 
...
Completely 
fleshed out with distinct mechanical parts hinged into flesh and bone. Almost as 
accurate as a photograph.
SAM 
(cont'd)
That thing we 
hit on the road. It wasn't a dog. It wasn't some primeval force, either.
(then)
It was a 
monster.
Julia picks up 
the drawing as Paul peers over her shoulder. The picture looks particularly 
unsettling in the flickering firelight.
It almost looks 
alive.
INT. CABIN - 
LIVING ROOM - NIGHT
It's late. The 
fire is dwindling. Terry and Sam have both passed out. Julia relaxes on the 
floor, staring at Sam's drawing while resting in Paul's lap.
JULIA
I can't believe 
Sam drew this.
PAUL
I can. He's 
been acting like a freak.
Beat.
JULIA
You think we 
could've been wrong?
PAUL
About what?
JULIA
About the dog. 
Maybe the next day when Sam and I went back to the road ... maybe we found the 
wrong body.
PAUL
Can we drop 
this? Please?
JULIA
I just want to 
know ...
PAUL
(clipped)
Stop.
JULIA
I just want to 
know what's going on.
PAUL
Nothing's going 
on. Here, give me the drawing.
JULIA
I'm not done 
yet.
PAUL
Your hands are 
shaking. Come on, Julia. Give yourself a break.
She hands the 
drawing pad to him. Paul puts it on the couch.
JULIA
We need to talk 
about this.
PAUL
Tomorrow. Just 
relax.
Paul begins 
stroking her hair. Gently and repeatedly.
JULIA
Just for a 
minute.
Julia looks 
really tired. She closes her eyes for a moment as Paul's steady breathing fills 
the room. The she opens them, turns her head and gazes at ...
THE BLOND 
STUDENT ...
Sitting in a 
chair. Smoking a cigarette. Smiling down at her.
She cranks her 
head and looks deeply into her boyfriend's eyes. He smirks and gently strokes 
her hair.
JULIA (cont'd)
Nice.
PAUL
(soft)
You're tired. 
Go to sleep.
Her breathing 
becomes more steady.
In the 
distance, a SOUND begins to permeate the cabin ...
THE SOUND OF 
MACHINES ...
Grinding and 
drumming like the churning of a large factory.  A calming and soothing noise, drifting 
over ...
DREAM 
SEQUENCE - A SERIES OF SHOTS
Quick FLASHES 
OF IMAGES which are strung together:
(a) A turbine 
driven by a cloud of pumping steam.
(b) The 
Superman tattoo on the Blond Student's shoulder.
(c) A Doberman 
running across a road.
(d) A man 
limping along wearing leg braces and using steel crutches.
(e) A woman's 
hands slipping over a young man's bare chest.
(f) A back 
brace being locked into place.
INT. FAST FOOD 
RESTAURANT - BATHROOM - NIGHT (DREAM SEQ.)
The stall door 
at the far end of the bathroom eases open.
INT. ASYLUM - SNAKE PIT - NIGHT (DREAM 
SEQ.)
THERE IS NO 
SOUND except for the HUMMING OF MACHINES.
Julia stumbles 
through the snake pit. MENTAL PATIENTS stagger around her. Many of them are 
dressed like homeless people. Staring into space. Bodies twitching and gnawing 
on their fingers. Lying in their own urine.
Julia looks 
skyward towards a SCREEN that doubles for a ceiling. Dark figures are standing 
on the screen, looking down at them.
A pair of 
ORDERLIES gently take Julia's arm and lead her out of the snake pit.
Julia looks at 
the wall as she walks.
JULIA'S POV - 
shadows move across the wall. Almost like ripples in water.
But the shadows gradually become the GROTESQUE 
silhouettes of HUMAN BODY PARTS -- arms, legs, heads, feet -- hanging and 
rocking gently from hooks
INT. CABIN - 
LIVING ROOM - DAY (DREAM SEQ.)
Blood trickles 
down over the Superman tattoo.
INT. FAST FOOD 
RESTAURANT - BATHROOM - NIGHT (DREAM SEQ.)
Clawed fingers 
slide around the open stall door.
INT. ASYLUM - 
CORRIDOR - NIGHT (DREAM SEQ.)
A HOMELESS 
PERSON is having a seizure. Propped against the wall. Shaking horribly. His head 
and body are entirely covered with braces that form a metal exoskeleton.
INT. DOCTOR'S 
OFFICE - NIGHT (DREAM SEQ.)
A gynecology 
exam. A woman's legs are held open by stirrups. A pair of hands protected by 
rubber gloves cruelly insert a large alien-looking METAL OBJECT -- which is 
nothing but sharp tentacles and angles -- between the legs. 
INTERCUT - A 
SCREAMING FACE
A woman 
shrieking through rotting teeth and blood. 
INT. ASYLUM - 
SURGICAL ROOM - NIGHT (DREAM SEQ.)
Julia steps 
into the surgical room.
The LITTLE GIRL 
from Sam's party is resting on a gurney. Her small body is clamped down with 
metal bands. Her blonde curls draped over the edge. Her eyes open and staring at 
nothing.  
SOMETHING ELSE LURCHES INTO the room. MOVING 
IN THE SHADOWS. A SURGEON ENCLOSED IN METAL BRACES AND HOLDING a pair of 
ALIEN-LOOKING shears in HIS HANDS. 
THE SURGEON OPENS THE SHEARS OVER THE GIRL'S 
FOREHEAD.
Julia tries to 
scream. No sound comes out. The shears close.
Several drops 
of BLOOD ... then a BLONDE CURL ... hit the tile floor.
The SOUND of the MACHINES is interrupted by 
GLASS BREAKING.
INT. CABIN - 
LIVING ROOm - NIGHT
Julia lurches 
awake.
Paul and Terry 
are lying immobile on the floor. Hundreds of candles have been placed throughout 
the room, bathing the cabin in a dull amber glow.
There is NO 
SOUND.
Julia starts to 
rise to her feet. Her fingers graze something sharp. She winces and snatches her 
fingers away from ...
A BROKEN WINE 
GLASS ...
Julia discovers 
a small ribbon of blood trickling from her index finger. She sucks on it, and 
notices --
SAM ...
Sitting behind 
the couch. His eyes are intense as he erases something from his drawing pad. 
Julia walks around him until she can see the sketch.
THE DRAWING IS 
JULIA'S PORTRAIT.
Sam erases the 
picture, working from the shoulders up.
There is still 
NO SOUND.
Julia is 
dumbfounded. She hears a slight noise coming from somewhere in the cabin. A 
small HISSING sound. Soft and unobtrusive.
Julia looks 
around. The sound seemed to come from behind her. But there's nothing in the 
room. Her friends are still asleep. Sam is concentrating on his drawing.
More HISSING. 
Unmistakable this time. A diminutive SCRAPING, almost like fingernails raking on 
icy glass, slithering out from a darkened hallway.
She moves 
towards the sound.
INT. CABIN - 
HALLWAY - NIGHT
Julia creeps 
into the hallway until she can barely see the rows of bedroom doors. All of them 
are closed shut.
The SCRAPING 
sound rises up again. Much closer. Behind one of the bedroom doors. 
Beckoning.
Julia reaches 
out for the doorknob.
INT. CABIN - 
BEDROOM - NIGHT
The door opens. 
Julia's stomach rises into her throat. Terror floods her face.
Resting on the bed is a BODY BAG. So smeared 
with blood that the corpse inside isn't visible except for its massive 
bulk.
Something SCRATCHES on the BODY BAG from 
INSIDE.
Julia's body 
goes rigid. She can't force herself to move.
The body bag is slowly unzipped from the 
inside. Stretching down the length of the plastic until the bag is wide open. 
The corpse inside is still hidden. 
As if drawn by 
some alien force, Julia moves to the bed. Her entire body is shaking.
She reaches out 
and carefully peels back the plastic.
Resting within 
the body bag is THE LITTLE GIRL. Eyes puffed shut. Hair slicked with blood. Her 
skin is livid. Her face is ghostly white and smeared with crimson gore.
Julia is frozen 
in place. Heart pounding. Terrified.
THE GIRL'S EYES 
BLINK OPEN AS SHE SHRIEKS BLOODY MURDER.
INT. CABIN - 
LIVING ROOM - MORNING
Julia is 
startled awake and groggily looks around the room. Paul and Terry are still in 
the process of getting up.
PAUL
Look who's 
up.
(smiles)
You sleep 
well?
Julia STARES 
back. She looks pretty freaked.
PAUL (cont'd)
Uh-oh.
TERRY
I didn't sleep 
well either. I dreamt that all these cockroaches were eating my legs.
PAUL
You want to 
trade? Right before I woke up, my head exploded and all these snakes came 
out.
TERRY
Where's 
Sam?
PAUL
Probably went 
to bed.
Terry nods as 
she rises to her feet.
TERRY
I need a hairbrush. And a 
facial.
She stumbles 
into the hallway. Paul turns to Julia.
PAUL
You had 
nightmares too?
JULIA
Worst ones I've 
had in a long time. I thought I was hallucinating.
Paul winces and 
rubs his temples.
JULIA (cont'd)
What's 
wrong?
PAUL
Headache. I'll 
be fine.
Terry briskly 
walks out the hallway. She looks alarmed.
TERRY
You guys. 
Something's wrong.
INT. CABIN - 
HALLWAY - DAY
The group walks 
towards one of the bedroom doors.
TERRY
It's Sam. I 
can't get the door open.
Paul tries the 
doorknob. The door won't budge. Paul KNOCKS.
PAUL
Sam, open 
up.
No answer. He 
POUNDS harder.
PAUL (cont'd)
Sam?
TERRY
He won't 
answer.
JULIA
Maybe he can't 
answer.
Paul shoves 
hard against the door. But it still won't give.
PAUL
What about the 
bathroom door? It connects to your room.
TERRY
I tried it. 
It's locked.
Paul turns the 
doorknob and throws all his weight against the door, trying his best to bust it 
down. No such luck.
PAUL
(voice 
rising)
Sam?
He tries again 
and again. WHOOMPH! .... WHOOMPH! ....
WHOOMPH! The 
door inches open. Just a crack.
PAUL 
(cont'd)
Help me out 
with this.
Paul and Julia 
push on the door, forcing it wider.
INT. CABIN - 
GUEST BEDROOM - DAY
Paul struggles 
through the aperture, slipping underneath a mattress that's been placed against 
the door, and stumbles into the room.
The bedroom is a disaster area.
Clothes and 
smashed glass cover the floor. Mirrors have been shattered. Most of the 
furniture and portions of the bed have been piled in front of the door, creating 
an almost impassible barricade. The window is wide open, the curtains billowing 
in the breeze.
Julia and Terry 
make their way into the room. Stupefied.
PAUL
Careful of the 
glass. Don't step on it.
Total silence. 
The group stares at the room. Taking it in. Trying to comprehend it.
JULIA
What 
happened?
PAUL
(frozen)
You got me.
EXT. WOODS - 
WALKING TRAIL - DAY
Paul and Terry 
are walking along the trail. Searching.
TERRY
(calling)
Sam?
No reply. Her 
words sound hollow in the empty forest as they keep moving, passing behind huge 
pine trees that obscure them from view.
A soft breeze 
rises up and HISSES through the trees.
INT. CABIN - 
GUEST BEDROOM - DAY
Julia is 
cleaning the mess in the room. She's just finished tossing a few shards of 
broken glass into a garbage bag when she FLINCHES and draws her index finger 
back.
The finger has 
a scab on it. Exactly where she cut it in the dream. Dried blood marks the 
wound.
INT. CABIN - 
LIVING ROOM - DAY
Terry looks 
beside herself. Paul and Julia are seated.
JULIA
He must have 
gotten out through the window. That's the only thing I can figure.
TERRY
We have to call 
the police.
JULIA
You looked 
everywhere?
PAUL
Everywhere near 
the cabin. But we can't cover every square inch of forest out there.
TERRY
He might be 
sick. He might need help.
JULIA
I can't 
understand why he'd do something like this.
PAUL
He was acting 
nuts. Really nuts.
TERRY
(impatient)
I need a 
phone.
PAUL
Wait. I've got 
my cell.
Paul fishes the 
cell phone out of his pocket. He hands it to her.
AND THE PHONE 
RINGS.
Almost on cue. 
Terry glances over at her friends, then clicks the receiver.
TERRY
Hello?
(beat)
Sam? 
...
Julia and Paul 
sit up in their seats.
TERRY (cont'd)
Where are you? 
... No, where are you? ...
(beat)
How did you get 
there? ...
Terry hurriedly 
grabs a pen. She starts writing on a pad.
TERRY (cont'd)
Just a minute. 
I'm writing it down. Market Street. The Ramada. I think I know where it is.
(beat)
Sam, what's 
going on? What happened? ...
(then)
Sam? ... SAM? 
...
She hangs up 
the phone.
PAUL
Where is 
he?
TERRY
San 
Francisco.
JULIA
What?
TERRY
I don't know. 
He wants me to meet him. My brother has an apartment up there. He's out of town, 
but I have a spare key. I guess I could stay there.
Beat.
JULIA
You still want 
to call the police?
Silence. Terry 
doesn't respond to this.
Outside an open 
window, the WIND HISSES through the trees.
EXT. BUS DEPOT 
- NIGHT
An empty bus 
station consisting of a single room with a CLERK sitting behind the front desk. 
Julia and Paul are sitting on a pair of chairs, waiting patiently.
Terry is using 
a phone booth outside. She hangs up and walks into the depot.
JULIA
Did you get his 
parents?
TERRY
It was the 
wrong number.
JULIA
Didn't Sam give 
you that number?
TERRY
Maybe I wrote 
it down wrong.
Terry winces a 
bit. She massages her legs.
PAUL
Are you 
okay?
TERRY
My legs are 
killing me.
JULIA
You sure you 
don't want us to drive you?
TERRY
Nah. You have 
to stick around for the movers. I'll be fine.
The bus arrives 
in front of the depot.
TERRY (cont'd)
There's my 
ride.
Terry grabs her 
suitcase. Julia hands her a slip of paper.
JULIA
This is Paul's 
cell number. You call us. Let us know what happens.
TERRY
I just need to 
talk to him. Don't call the police or anything until I've had a chance to do 
that.
JULIA
Okay.
TERRY
Thanks.
Terry hugs 
Julia. Paul gives her a quick kiss on the cheek.
PAUL
Remember. Call 
us.
TERRY
I will.
Carrying her 
suitcase, Terry backs toward the door, smiling sadly at Julia and Paul as she 
opens it.
TERRY (cont'd)
It'll be okay. 
Everything's okay.
Her voice 
resonates with desperate hope rather than confidence. She leaves the depot.
Paul places his 
arms around Julia as they watch the bus leave the station, trailing smoke.
INT. CABIN - 
LIVING ROOM - DAY
Julia is 
cleaning up. She kneels down and picks up some of the melted candles and beer 
bottles.
Paul walks into 
room holding a broken picture frame.
PAUL
I talked to the 
movers.
JULIA
Why didn't they 
show up?
PAUL
The company has 
no record of the order.
Beat.
JULIA
What?
PAUL
I know. It's 
crazy.
JULIA
Are they coming 
now?
PAUL
It'll take them 
a while to work us into the schedule -- get a van out here to pick up 
everything.
JULIA
How long?
PAUL
Three days.
JULIA
(exhausted)
Shit.
Paul holds out 
the mangled frame.
PAUL
I also found 
this in the guest bedroom. Sam knocked one of the packing boxes over. This was 
inside.
Julia takes a 
look at the frame. It's the same picture from her room of herself with her 
mother. The broken glass has torn the photograph.
PAUL (cont'd)
I wasn't sure 
if you wanted to keep it.
JULIA
No. I've got 
one.
Beat.
JULIA (cont'd)
You know this 
is the only picture I have of my mother?
(beat)
She was always 
taking pictures of us, but we never got any of her.
(emotional)
If I didn't 
have this, I couldn't prove that I had a mother.
PAUL
That's not 
true.
Another 
beat.
JULIA
I'm so worried 
about Sam.
Julia drowns in 
her thoughts. Paul touches her cheek.
PAUL
Let's get outta 
here.
JULIA
(smiles)
Good idea.
PAUL
I'll get my 
keys.
Paul walks out. 
Julia places the frame on the coffee table.
She notices 
something on the floor. Julia squints. It's a small object resting in the corner 
... almost hidden from view. Julia reaches into the shadows and picks up ...
ANOTHER PIECE OF METAL with STRANGE markings. 
EXACTLY LIKE THE ONE FROM THE CLOSET.
Julia stares at 
the object in her palm. Surprised.
JULIA
(to 
herself)
Where are these 
coming from?
EXT. SANTA MIRA 
- PARK - DAY
A warm summer 
afternoon. The entire town has congragated in a park with a breathtaking view of 
the ocean. MUSIC and NOISE. A huge banner draped over the street reads ...
SANTA MIRA 
CELEBRATES THE 45TH ANNUAL FOUNDER'S DAY FESTIVAL
Julia navigates 
her way past the booths and thrill rides that have been erected on the lawn. She 
watches some passersby.
JULIA'S POV ... 
as A MOTHER talks on a cell phone while her six year-old DAUGHTER tugs at her 
sleeve. Trying to get her attention. The mother keeps pushing the child away as 
she talks.
Julia observes 
this scene until she hears ...
WOMAN'S VOICE 
(O.S.)
I'm your 
mother.
Julia steps out 
of the crowd. Searches for the voice.
A HOMELESS 
WOMAN is shadowing a COLLEGE-AGE GIRL walking with her boyfriend. They're trying 
to ignore her.
HOMELESS 
WOMAN
I'm your mother 
... I'm your mother ... I'm your mother ...
The couple 
walks faster. The Homeless Woman is left behind.
HOMELESS 
WOMAN (cont'd)
(futile)
I'm your mother 
...
Julia stares 
helplessly.
EXT. PARK - 
CAROUSEL - DAY
Spinning 
merrily in the center of the park. Bright lights. Loud CALLIOPE MUSIC. Young 
kids and teenagers occupy the horses and benches.
Julia slowly 
walks towards the carousel, snapping pictures of the children and whirling 
lights. Behind her, the sound of a SCREAMING CHILD rises above the music and 
laughter. She turns and finds a two year old BABY sitting on her father's 
shoulders, crying and pointing at --
THE YOUNG BLOND 
BOY ...
Wearing his 
blue Superman shirt. He's sitting on a swing set by himself. Sad and alone.
He makes eye 
contact with Julia. Waves timidly. She smiles at him and waves back.
CLOSE ON: THE 
CAROUSEL
Gears turning. 
The poles spearing the horses rising and falling into the floor. The platform 
rotating near the grass.
The CALLIOPE 
MUSIC becomes the HUMMING of MACHINES.
EXT. SANTA MIRA 
- PARK - NIGHT
Julia is 
wandering through a maze of shooting galleries. She searches through the crowds 
of teenagers and children at the booths. Finally, she locates ...
PAUL ...
Approaching her 
with a large Teddy Bear under his arm.
JULIA
Where did you 
go?
PAUL
Basketball 
toss. I won this for you.
Julia smiles at 
the bear.
JULIA
You sure you 
want to give him up?
PAUL
(nice 
smile)
I think he'd 
crowd my Barbie collection.
 
Julia kisses 
him. He kisses her back and winces in pain.
JULIA
You okay?
PAUL
Head still 
hurts.
JULIA
Need some 
aspirin?
PAUL
Already took 
some. I'll be okay.
Paul notices 
that they've wandered into a row of PSYCHIC and TAROT CARD BOOTHS.
PAUL (cont'd)
Hey, look. Want 
to get your palm read?
JULIA
As long as 
you're feeling up to it.
PAUL
I am. Come 
on.
Julia spots 
another booth with a sign overhead: "THE PAST THROUGH POSSESSIONS."
JULIA
Just a minute. 
You go to the palm reader. I want to check out this one.
PAUL
"The past 
through possessions?"
(unimpressed)
Scam city.
JULIA
And palm 
reading isn't?
She's got him 
there.
PAUL
All right. I'll 
meet you over there.
JULIA
Thanks.
She kisses him 
quickly. They split up.
 
EXT. PALM 
READER'S BOOTH - NIGHT
Paul approaches 
the booth.
An 
African-American woman in her mid-forties, TESS, sits behind the counter. Loose 
and upbeat. Wearing more colors in her clothing than even a rainbow could 
provide.
PAUL
Can you read my 
palm?
She grins.
TESS
You got five 
bucks?
EXT. PSYCHIC 
BOOTH - NIGHT
Julia walks to 
the front counter of the booth.
A pair of women 
are sitting behind the counter, but the one who sticks out is ROSEMARY, sixty, 
psychic and clairvoyant. She wears a purple kaftan which barely hides her 
weakness for ice cream and cookies.
ROSEMARY
Can we help 
you, honey?
JULIA
You can tell me 
things just by holding something of mine. Right?
ROSEMARY
Absolutely. I 
have a perfect track record. I found two missing children in the spring of '74, 
and helped the state police catch a murderer in '81.
JULIA
Wow. That's 
amazing.
ROSEMARY
(sourly)
My 
grandchildren aren't quite as impressed.
(a 
little brighter)
What did you 
want me to look at?
Julia reaches 
into her pocket and gently places something on the counter in front of 
Rosemary.
THE METAL 
OBJECTS FROM THE CLOSET AND THE LIVING ROOM.
EXT. PALM 
READER'S BOOTH - NIGHT
Tess takes 
Paul's hand.
TESS
So what do you 
want to know?
PAUL
It's kinda 
stupid. But I sorta wanted to know about my Dad. If I should see him.
TESS
(knowingly)
You and your 
father don't get along.
PAUL
No.
TESS
Something 
happened?
PAUL
My parents got 
divorced when I was sixteen. I got into a fight with him. Said some stuff.
He bows his 
head a little. A tough subject for him.
TESS
Let's take a 
look ...
Tess cocks her 
head a little to the side. She looks confused.
TESS (cont'd)
(soft)
I'll be 
damned.
PAUL
What's 
wrong?
TESS
Well kid, you 
might be the first person to make me hang up my fortune telling degree. Usually 
the palm makes sense, and this one doesn't.
PAUL
How do you 
mean?
TESS
According to 
this, you don't exist.
OFF Paul, his 
face turning white.
EXT. PSYCHIC 
BOOTH - NIGHT
Rosemary 
handles one of the metal objects, turning it over in her palm. Julia watches her 
as she goes through this ritual.
ROSEMARY
This is 
interesting.
JULIA
Let me guess. 
They came from a vacuum cleaner, right?
Beat.
ROSEMARY
Machines.
JULIA
Excuse me?
ROSEMARY
This came from 
a machine. But not a household appliance.
JULIA
Where did it 
come from?
Rosemary turns 
the object over in her palm. Over and over.
ROSEMARY
Something that 
was alive.
Julia leans 
forward in her seat.
JULIA
But you just 
said it came from a machine.
ROSEMARY
I know.
JULIA
So how can a 
machine be alive?
ROSEMARY
I don't make 
the news. I just report it.
JULIA
I found the 
larger one inside of a closet. Do you know how it got there?
Rosemary 
continues meditating. Turning the object over between her fingers. Staring at 
it.
Gradually, she 
falls into a trance. Her breathing slows.
ROSEMARY
We shed our 
parts.
JULIA
What?
ROSEMARY
And our 
skin.
JULIA
I'm sorry. What 
are you talking about?
Rosemary is 
oblivious to anything around her.
ROSEMARY
But they need 
to be replaced. Some of the parts we can find.
(beat)
Others need to 
be harvested.
The other 
PSYCHIC seated next to Rosemary throws her a curious glance as she counts up 
some money.
ROSEMARY (cont'd)
We'll wait on 
the side of the road. Until one of the machines come.
(beat)
One of us will 
be sacrificed. That will stop the machine. Then we can take whatever skins are 
inside.
(softer)
We can use 
their parts.
Paul walks 
up.
PAUL
Julia?
She motions for 
him to be quiet.
ROSEMARY
We stopped the 
machine. But there are more of the skins than we thought ...
PAUL
Julia. Let's 
take off.
JULIA
Hold on.
ROSEMARY
We must wait. 
More of us are needed to capture them.
PAUL
What's she 
talking about?
JULIA
Wait just a 
minute. Please.
Beat.
The objects 
continue turning in her hand ... and turning ... and turning ... and turning 
...
ROSEMARY
There are more 
of us now. We've surrounded them. But they're leaving too quickly.
PAUL
Julia?
 ... and turning ...
ROSEMARY
We'll follow 
them. We'll watch them.
(beat)
We'll take them 
as the need for parts becomes necessary ...
PAUL
(louder)
Julia?
The wind gently 
HISSES through the booth's tent.
ROSEMARY
Maybe we'll 
only take one ...
(beat)
Maybe we'll 
take another ... and another ... and another ... and another ...
A sudden gust 
of wind rises through the tent as ...
THE POWER FAILS 
THROUGHOUT THE PARK. LIGHTS START GOING OUT IN SECTIONS UNTIL THE ENTIRE FAIR IS 
PITCH BLACK.
The sound of 
mumbling and confusion seethes from the crowd. Julia rises out of her chair. 
Paul takes her into her arms as CHILDREN can be heard CRYING throughout the 
park.
Above them, the 
wind HISSES through the trees.
EXT. CABIN - 
DRIVEWAY - NIGHT
Julia sits on 
the porch. Paul is stretched out on the grass looking up at the stars.
PAUL
So the power 
went out. That doesn't mean anything.
JULIA
Did you hear 
what she said?
PAUL
No.
JULIA
She was talking 
about the accident. The night you hit that thing on the road. She knew about 
that.
PAUL
Julia, a 
psychic tells you some random shit and then lets YOU make sense out of it.
JULIA
She said it was 
waiting for us.
PAUL
Oh sure. An 
animal was waiting for us to come along and run it down. What was the 
explanation? Rotten home life? Was it taking Prozac?
JULIA
It wanted to 
stop the car.
PAUL
Why?
JULIA
Something about 
needing parts.
PAUL
If it needed 
parts, it shouldn't have committed suicide. 
JULIA
She said there 
were more of them.
PAUL
Who cares what 
she said? It doesn't mean anything.
JULIA
But it's not 
just that.
Julia's voice 
becomes soft. As if she were telling a secret.
JULIA (cont'd)
I've also had 
this feeling. Ever since Sam disappeared. I can't shake it.
PAUL
What is it?
JULIA
I feel like 
something's missing.
PAUL
Something?
JULIA
I don't know. 
It's on the tip of my tongue. I just feel like ever since we woke up that 
morning, something's not right. Like ... there's someone who should be here 
...
PAUL
Right. Sam.
JULIA
It's not 
Sam.
(then)
Did that palm 
reader say anything strange to you. Anything at all?
Paul hesitates. 
He looks back at the night sky.
PAUL
No.
Beat.
JULIA
Can I use your 
phone?
INT. LEVIN 
HOUSE - LIVING ROOM - NIGHT
A traditional 
home. The phone rings and Connor comes charging down the stairs. He answers 
it.
CONNOR
Hello?
INT. CABIN - 
BEDROOM - NIGHT - INTERCUT
Julia is 
sitting on the couch.
JULIA
Connor. It's 
Julia.
CONNOR
Oh. I thought 
you were someone else.
JULIA
Nice to hear 
your voice too.
CONNOR
You having 
fun?
JULIA
(understated)
Not 
exactly.
CONNOR
I got my PSAT's 
back. 720 verbal. 690 math. You think that's good enough to get into 
Berkeley?
JULIA
You'll get in. 
Listen, is Dad there?
CONNOR
No.
JULIA
Well could you 
leave him a message?
CONNOR
Uh-huh. 
JULIA
Tell him that 
the movers didn't come, so I'll be here a few more days. Tell him that I have 
some stuff of Mom's that he might want.
CONNOR
Okay.
JULIA
Don't 
forget.
CONNOR
Jesus. Show a 
little faith. When have I ever forgotten something?
INT. DARKROOM - 
DAY
A piece of 
developing paper is slipped into the tray basin.
Julia gently 
rocks the basin back and forth. A picture starts to manifest on the paper.
INT. CABIN - 
BATHROOM - DAY
Paul splashes 
his face with water. He looks worse than he did the night before. Weaker.
He grabs some 
aspirin from the medicine cabinet.
INT. DARKROOM - 
DAY
Julia leans 
forward to get a better view of the developing picture. An image is slowly 
forming -- carousel horses, the vague outlines of poles and children.
INT. CABIN - 
BEDROOM - DAY
Paul is 
shirtless and doing one-armed push-ups. His muscles churn. His body rises and 
falls like a piston.
INT. DARKROOM - 
DAY
The picture has 
come into view. The carousel. The children laughing as they ride the horses.
And something 
else ...
An 
irregularity. A dark form in the center of the carousel.
INT. CABIN - 
BEDROOM - DAY
CLOSER ON 
Paul's arm as he does push-ups, sweat beading on his biceps, muscles 
rippling.
The SOUND of 
MACHINES pulsates and segues into ...
INT. DARKROOM - 
DAY
Julia takes the 
picture out of the developing basin.
WE MOVE INTO THE PHOTO - There's a dark SHAPE 
standing in the middle of the carousel. Blurred and indistinct. ALMOST LIKE A 
SILHOUETTE OR A SHADOW.
EXCEPT THAT it's waving at the 
camera.
INT. CABIN - 
LIVING ROOM - DAY
Paul is sitting 
on the couch, wearing a UCLA cross country tank top and tying his shoes. Julia 
enters from the basement. She's carrying a stack of developed pictures.
JULIA
Paul, you have 
to see this. The picture came out, but there's something really strange in the 
middle of it. Just like the other one of the shed.
He looks at the 
picture.
PAUL
Looks like 
someone on the carousel.
JULIA
But there's no 
features. It's like a shadow.
PAUL
So there wasn't 
enough light.
Paul rubs his 
forehead. Julia is genuinely concerned.
JULIA
What's the 
matter?
PAUL
My head feels 
worse.
JULIA
Maybe you 
should lie down.
PAUL
I have to go 
running.
JULIA
No you 
don't.
PAUL
Of course I do. 
Your body's like a machine. It needs upkeep.
JULIA
Not when you're 
physically ill.
PAUL
I'll be 
okay.
JULIA
Paul ...
PAUL
I'll be 
okay.
(about 
the picture)
Is that it?
JULIA
Not 
exactly.
(beat)
When I saw this 
picture, I decided to look at the other one. Just for comparison's sake.
PAUL
So?
Julia takes out 
another photograph.
JULIA
I pulled this 
one by mistake. The picture of that little girl from the party.
She hands him 
the picture.
JULIA (cont'd)
Look.
Paul's face 
collapses into slack disbelief.
THE LITTLE GIRL HAS DISAPPEARED from the 
photo. Vanished.
Paul turns to 
Julia as she looks into his eyes with a mixture of fear and apprehension.
JULIA (cont'd)
What's going 
on?
This time, he 
doesn't have an answer.
EXT. WOODS - 
WALKING TRAIL - DAY
Murky and 
still. A few shafts of sunlight permeate the gloom.
Paul is jogging 
along the trail, keeping a steady pace, the sounds of the forest all around 
him.
EXT. CREEK 
BRIDGE - DAY
The trail 
snakes towards a wooden bridge that spans over a trickling creek. Paul runs 
across, the soles of his sneakers SLAPPING on creaking wood.
He moves deeper 
into the woods.
EXT. WOODS - 
TRAIL - DAY
A lonely part 
of the woods where almost all the daylight is blocked out by the trees.
Paul jogs along 
the trail when he slows to a halt, sweaty and out of breath. His skin is pale. 
His limbs are shivering. Paul cradles his head, shutting his eyes, suffering 
from obvious pain.
PAUL
(very 
soft)
Oh God .... 
make it stop ...
He starts 
walking forward again. Very slowly.
A slight 
TINKLING sound as he kicks something at his feet. His eyes blink open as he 
looks down ...
There are several pieces of metal littering 
the trail. Almost like nuts and bolts, but alien in their design.
Paul reaches 
down and picks one of the bolts up. Studies it. He keeps walking, following more 
pieces of metal that lead off the footpath.
EXT. FOREST - 
DAY
A darker spot 
enclosed by pine trees. A few birds are singing overhead.
Paul enters the 
forest, pushing back branches, following the trail of discarded metal until he 
freezes ... his eyes staring directly ahead at ...
CLUMPS OF BLACK 
SKIN ...
Hanging from 
branches. Scattered on the ground. Like the skin of a snake which has been 
shed.
Paul is 
completely unsettled. He kneels down, picking up a flap of skin from the ground, 
peeling it away from a steel ROD dripping with oozing slime. Holds it up. It's 
still black in color but almost transparent in the murky light.
The wind HISSES 
through the trees, mussing Paul's hair.
Paul drops the 
piece of skin on the ground.
The birds 
abruptly stop singing in unison. The WIND CEASES.
Paul looks 
around the forest. The sudden quiet has got him spooked. His arms and legs 
stiffen. Paul can't even bring himself to move or breathe ...
UNTIL SOMETHING 
DROPS ON HIS SHOULDER ...
Paul freaks and 
whirls around, grabbing his shoulder to find
A PIECE OF SKIN 
...
Clinging to 
him. He rips it off and sprints for the footpath.
EXT. WOODS - 
FOOTPATH - DAY
Paul sprints 
out of the forest, running with blinding speed and adrenaline. He doesn't look 
back.
Behind him, the 
wind HISSES through the trees again.
INT. CABIN - 
LIVING ROOM - DAY
Julia comes up 
from the basement. She hears COUGHING coming from the bathroom.
INT. BATHROOM - 
NIGHT
Julia enters 
the bathroom. Paul is retching and coughing into the toilet. Hair plastered to 
his forehead. Pale as death. Shaking badly.
JULIA
Paul? What's 
wrong?
PAUL
(feeble)
Sick.
She goes to 
him. Rubs his shoulders as he COUGHS again.
JULIA
Oh baby ...
Julia brushes 
the hair from his forehead. She freezes.
Just above his 
temple is a SCAB. No bigger than the head of an eraser. Identical to the one on 
Julia's finger.
JULIA (cont'd)
Paul? Where did 
this come from?
PAUL
What?
JULIA
This scab.
Julia runs her 
finger over the scab. Paul immediately reels from her touch, pain shooting 
through his head, furious.
PAUL
Jesus! Fuck!
Julia is 
shocked by the severity of his reaction.
JULIA
I'm sorry.
Paul holds his 
head tight. Almost near tears. Fighting pain.
PAUL
Just don't 
touch it.
JULIA
How long has it 
been there?
PAUL
Ever since my 
head started to hurt.
(then)
I think I'm 
hallucinating.
JULIA
What did you 
see?
PAUL
Skin ... like 
it was shed ... and all of these metal pieces ...
Julia is 
terribly concerned now. His description frightens her, but she maintains a 
visage of calm.
JULIA
Do you want to 
see a doctor? I know there's one in Santa Mira.
PAUL
I can see a 
doctor in Los Angeles.
(then)
Look, I want to 
get out of here, okay? Let's go home.
Beat.
JULIA
Okay.
She squeezes 
his shoulder and walks into --
INT. CABIN - 
BEDROOM - DAY
Julia pulls out 
their duffle bags and suitcases.
Paul's cell 
phone RINGS on the table. Julia snatches up the phone and answers.
JULIA
Hello? ... Yes? 
...
(then)
Wait a minute 
... slow down, I can't understand what you're saying ...
Complete 
astonishment storms Julia's face. Paul wanders in.
PAUL
Who is it?
JULIA
It's Terry. 
Something went wrong.
EXT. SAN 
FRANCISCO - ESTABLISHING - DAY
Gloomy and 
overcast. Storm clouds are brewing.
EXT. SAN 
FRANCISCO - STREET - DAY
The Range Rover 
pulls down a crowded street.
INT. RANGE 
ROVER - DAY
Julia is 
sitting behind the wheel. Navigating traffic.
Paul sits on 
the passenger side, leaning against the window, his face pressed against the 
glass. Somber and weak.
THROUGH THE 
WINDSHIELD
The twisted 
remains of a car accident has brought everything to a near standstill. Police 
are everywhere. An ambulance is parked along the curb, lights flashing.
Julia leans 
forward to get a better look.
JULIA'S POV
A TEEN ACCIDENT 
VICTIM presses a white towel against his thigh. Blood gushes from it. A huge 
metal ROD sticks out of his leg.
EXT. SAN 
FRANCISCO - STREET - DAY
The Range Rover 
moves past the shredded cars involved in the accident. Twisted metal covers the 
street.
EXT. PACIFIC 
HEIGHTS - LATE AFTERNOON
Summer rain is 
falling. THUNDER ROLLS overhead.
The Rover pulls 
up to the sidewalk, directly in front of an extremely opulent upper-class 
house.
INT. RANGE 
ROVER - LATE AFTERNOON
Julia turns to 
Paul who sits silently in the passenger seat. He doesn't move.
JULIA
Sure you don't 
want to come with me?
PAUL
I'm too sick. I 
need to stay someplace.
JULIA
I'm worried 
about leaving you here.
PAUL
(shrugs)
It's not like 
he'll disown me.
JULIA
I know.
PAUL
And I really 
need him right now.
More THUNDER. 
Julia kisses his cheek.
JULIA
I'm taking the 
cell phone. You call me.
PAUL
Promise.
JULIA
See a 
doctor.
PAUL
I will.
Paul opens the 
passenger door and steps out into the rain. Julia watches him approach the 
house. Then, she pulls away from the curb.
INT. PACIFIC 
HEIGHTS RESIDENCE - FOYER - LATE AFTERNOON
A nice house. 
Large and affluent.
The DOORBELL 
CHIMES.
A few moments 
pass before a sullen FIGURE arrives at the front door and pulls it open, 
revealing ...
PAUL
standing on the 
front porch. His wet hair plastered to his forehead, rain streaming off his 
cheeks, his handsome face turned pallid and colorless.
He manages a 
sheepish smile.
PAUL
Dad.
Standing at the 
door is a man in his mid-fifties, MR. LOOMIS. A severe presence with a soured 
and weathered face. He stares at Paul without any sign of emotion.
Paul notices 
the slight. He presses onward. A bit haltingly. Still hopeful and trying to 
connect.
PAUL (cont'd)
I was hoping we 
could talk ...
(beat)
I know we 
haven't done much of that recently, but still ...
(beat)
I was 
hoping.
Beat.
PAUL (cont'd)
I'm in a lot of 
trouble. I'm getting sick ... and I was hoping ... 
(beat)
I was hoping 
you could help.
Paul is having 
difficulty speaking. He's almost reduced to tears as he stands in the cold, 
stinging rain.
PAUL (cont'd)
I want to come 
home. Please Dad.
(desperate)
Please let me 
come home.
A moment of 
silence.
PAUL (cont'd)
Please?
His father 
stands steely eyed. His voice is icy and distant.
MR. LOOMIS
I don't know 
you.
Paul is 
devastated. He can barely utter a sound.
PAUL
I'm your 
son.
Agonizing 
beat.
MR. LOOMIS
I don't have a 
son.
(then)
I don't know 
you.
He slowly 
closes the door. Paul begins weeping openly.
PAUL
Dad ...
The door is 
shut in his face. Nothing can be heard except for the rain falling outside.
EXT. SAN FRANCISCO - MARKET - LATE 
AFTERNOON
Julia is standing near the entrance. Waiting 
patiently.
A figure across the street catches Julia's 
attention -- a HOMELESS MAN stumbling down the sidewalk, talking to himself, 
shaking a rattle.
VOICE 
(O.S.)
Julia?
Julia turns 
around, searching, not immediately recognizing the figure that briskly 
approaches her --
It's Terry. But 
her once perfect appearance has become harsh and drawn. Her blonde hair has been 
colored dark brown. There are sagging circles under her eyes. Her skin is 
colorless. She moves quickly. Nervously.
Julia is 
shocked.
JULIA
Terry?
Terry's hands 
tremble.
TERRY
I'm glad you 
came. You don't have any idea how scared I've been.
JULIA
Why did you 
change your hair?
Terry is about 
to answer when a BABY starts crying in the market. Fear takes control of her 
face.
TERRY
We can't stay 
here.
JULIA
Why?
TERRY
Where are you 
parked?
JULIA
On the 
street.
TERRY
Good. If we 
keep moving, they might have trouble tracking us.
Terry takes 
Julia's arm and leads her out of the market.
EXT. SAN 
FRANCISCO - STREET - CONTINUOUS
Terry is moving 
at a swift pace. She keeps looking back over her shoulder as Julia tries to keep 
up. Rain drenches them.
JULIA
What the hell 
is going on? Where's Sam?
TERRY
He's dead.
This almost 
sends Julia reeling. Her mouth falls open.
JULIA
What?
TERRY
There's three 
things you should remember. Three things.
JULIA
What happened 
to Sam?
TERRY
First, whenever 
you see a baby or a kid crying, keep moving. Children can sense them. That's 
your warning.
JULIA
Warning against 
who?
TERRY
Second, they 
can control anything electrical or mechanical. Lamps. Cars. Phones. 
JULIA
Terry, you're 
not making any sense.
TERRY
Third -- they 
can change things. They can make you disappear. 
JULIA
Tell me what 
happened to Sam.
TERRY
I am telling 
you.
(terrified)
They took him. 
They made him disappear.
Julia stops 
walking. Speechless.
EXT. SAN 
FRANCISCO - COFFEE HOUSE - LATE AFTERNOON
A young COLLEGE 
STUDENT is typing on his powerbook, oblivious to the TRANSIENT sitting on the 
sidewalk, head buried in his knees, a sign at his feet reading "HELP ME."
CLOSE ON THE 
POWERBOOK. A soft whirring noise 
seeping from the computer as the student types.
The WHIRRING 
becomes the HUMMING OF MACHINES.
The Range Rover 
appears on the street and moves past.
TERRY 
(V.O.)
They take away 
your identity. People stop remembering you. Your place in society vanishes.
INT. RANGE 
ROVER - SAN FRANCISCO - MOVING
Julia is behind 
the wheel. Terry is devouring a cigarette.
TERRY
That's how they 
get you. By making people not even care about you anymore.
JULIA
Did you try 
Sam's parents? Did you get the right number this time?
TERRY
The number I 
called at the bus station was his parents.
(cryptic)
We didn't hit a 
dog on the road.
JULIA
But I saw 
it.
TERRY
They switched 
bodies.
JULIA
Who are "they?" 
A cult? Killers?
Terry starts 
laughing to herself. Tears welling in her eyes. Hopeless. Terrified.
TERRY
You have no 
idea. No idea what you're dealing with.
(then)
They don't even 
belong here. They're like ... like machines. That's what Sam said. Like 
machines with all this skin and moving parts.
JULIA
They're 
machines?
TERRY
Monsters. 
They're monsters, Julia.
Julia stops at 
a light.
A YOUNG GUY 
crosses the street in front of them. He's just a yuppie with a cell phone. But 
Terry stiffens in her seat, watching him suspiciously.
Then, almost as 
an aside, he winks at her.
TERRY (cont'd)
Drive.
JULIA
I can't. 
There's a red.
TERRY
Then make a 
right. Just keep driving.
Julia is 
growing frightened by Terry's paranoia.
EXT. SAN 
FRANCISCO - STREET - LATE AFTERNOON
The Rover makes 
a right turn and cruises down another block.
INT. RANGE 
ROVER - LATE AFTERNOON
Terry keeps her 
eyes riveted on the PEOPLE on the sidewalk. She's practically in tears.
TERRY
Remember when 
we hit that thing with the car? 
(hushed)
It wasn't an 
accident. It was a set-up. They planned it all along.
JULIA
How do you know 
this?
TERRY
Sam told me. He 
figured everything out.
JULIA
Why are they 
coming after us? What do they want with us?
TERRY
They have flesh 
and metal parts in their bodies. Sometimes they shed what they don't need. But 
other parts keep getting worn out or lost. So they take people constantly to get 
new parts.
JULIA
(soft)
That's not 
possible.
TERRY
They wear the 
skin. That's why you don't notice them. Half of the time they're wearing 
people's skin. Or they're hiding in dark places. Alleys. Closets.
Julia is 
horrified.
JULIA
Terry ... 
please stop.
TERRY
They take other 
parts too. Whatever they need. They're scavengers. No sense of compassion. No 
remorse.
JULIA
I don't believe 
this.
TERRY
That's why they 
came after us. They got Joey first. At the cabin.
Julia is 
dumbfounded. 
JULIA
Joey?
TERRY
That's what Sam 
saw. That's why he left. He woke up and got a look at them -- at what they were 
doing to Joey ...
JULIA
Terry ...
TERRY
Stripping him 
... taking his skin off ...
Julia pulls 
over to the curb and stops.
JULIA
Who is Joey? 
What are you talking about?
TERRY
(amazed)
You don't 
remember?
JULIA
No.
TERRY
There were five 
of us. He came up in his own car. He was Paul's best friend -- they always wore 
the same thing for Christ sakes.
JULIA
There were only 
four of us. You. Me. Paul. Sam.
Terry is 
shaking now. Complete fright.
TERRY
They got to 
you. They got to you.
JULIA
Nobody got to 
me.
Terry starts 
collecting her things.
TERRY
Look, could you 
drop me off at my brother's apartment? I need to pick up some things before I go 
to the airport.
JULIA
Where are you 
going?
TERRY
To see my 
parents.
JULIA
You can't just 
leave.
Terry starts 
weeping. Grabbing her legs and squeezing them.
TERRY
They put things 
in my legs so they can track me. It hurts.
JULIA
(very 
concerned)
Terry? What can 
I do to help you?
Terry takes her 
hand. Her eyes pleading.
TERRY
Remember me. 
Please remember me.
From the street 
outside the car, the sound of a TODDLER CRYING can be heard. Terry's head snaps 
around. She stares out the windshield at the screaming child.
TERRY (cont'd)
They found me 
again.
Before Julia 
can react, Terry bolts from the car.
JULIA
Terry!
Julia 
pursues.
EXT. SAN 
FRANCISCO - STREET - LATE AFTERNOON
Julia pushes 
and shoves her way along the sidewalk. Terry is running like a madwoman. Pure 
unabated terror.
Terry rushes 
down into a subway entrance. Julia follows.
INT. SUBWAY 
STATION - LATE AFTERNOON
People are 
crowded on the platform, waiting as a BART train rushes into the station.
The doors open. 
Passengers move off the train. Others get on.
Julia rushes 
down the stairs and pushes past the arriving commuters. There's no sign of 
Terry. Julia keeps searching. Looks right. Then left. Finally, she spots Terry 
boarding the BART train.
JULIA
Terry! 
Wait!
Julia rushes 
forward, squirming through the crowd, until she reaches the doors just as they 
SLAM CLOSED. She looks through the windows, trying to find Terry amongst the 
crowd inside.
The train 
starts to move.
Standing at one 
of the train's passenger windows, his face and palms pressed against the glass, 
is --
THE BLOND BOY 
IN THE SUPERMAN SHIRT.
Staring 
directly at her. Dark circles around his eyes.
He smiles at 
Julia.
His teeth are made of metal.
Julia stands 
thunderstruck. The BOY in the window moves past.
The train 
shoots into the awaiting tunnel. Julia is left standing frozen and immobile on 
the platform.
Near the subway 
entrance, a HOMELESS MAN with HOOKS FOR HANDS is convulsing as he sits against 
the wall. Eyes wide open. Shaking horribly and staring at nothing.
INT. APARTMENT 
BUILDING - UPSTAIRS HALLWAY - NIGHT
Quiet and dimly 
lit. Several of the lights are burnt out, leaving the hallway drowning in 
shadows.
The elevator 
doors open. Terry exits and moves quickly down the hallway. Her face is 
terrified. Sick.
She arrives at 
an apartment. Terry fumbles with her keys.
A soft THUMPING in the hallway. Deep and 
hollow. Terry spins around, the keys JINGLING in her hand.
Nothing there. 
The hall appears to be empty and dark. One of the lights overhead is flickering 
and buzzing softly, providing 
scant illumination.
She takes a 
step back ...
A soft TINKLING 
sound at her feet. Terry looks down to find a few pieces of METAL littering the 
floor. Nuts and bolts. Rods. Alien in design.
Terry's 
paranoia rises to a fever pitch. She turns the key in the lock. Opens the front 
door.
INT. APARTMENT 
- LIVING ROOM - NIGHT
Terry shuts the door. Locks it. Switches on the 
lights. Drops her KEYS and CELL PHONE on a coffee table.
She moves briskly into --
INT. APARTMENT 
- BEDROOM - NIGHT
An open 
suitcase on the bed. Terry snatches up a PLANE TICKET and jams the ticket folder 
into her purse. Slams the suitcase closed.
INT. APARTMENT 
- LIVING ROOM - CONTINUOUS
Terry leaves 
the bedroom, carrying the suitcase, and walks straight towards the front door. 
She collects her keys and her cell phone from the table.
The lights in the apartment simultaneously go 
out.
Terry is caught 
entirely off guard. She spins around to face the living room. Nobody's there. 
Nothing.
SOMETHING BANGS 
AT THE FRONT DOOR. A STEADY POUNDING. THE BANGING GOES ON FOR A FEW SECONDS AND 
THEN STOPS DEAD.
Terry's 
breathing quickens. She puts the suitcase down.
A crack of 
THUNDER reverberates outside.
Moving with the 
cautious steps of a small child, she walks towards the front door. Foot by foot. 
The only sound is her FRIGHTENED BREATHING. She arrives at the peephole and 
looks out into the empty hall.
SOMETHING 
STARES BACK AT HER THROUGH THE PEEPHOLE.
Moving right in 
front of the door. One of its yellow eyes piercing through ... surrounded by 
midnight skin pierced with metal bolts and rods.
TERRY SCREAMS 
HER LUNGS OUT.
The DOOR 
RATTLES like it's going to break off its hinges. Something SLAMS REPEATEDLY 
against the wood.
Terry tears 
through the apartment, feet POUNDING. She rushes into the bedroom.
The front door 
in the living room BREAKS OPEN.
INT. APARTMENT 
- BEDROOM - CONTINUOUS
Terry SLAMS the 
bedroom door and locks it. Backs away towards the bed, when ...
A HAND REACHES 
OUT FROM UNDER IT ...
Grabbing hold 
of her ankle. Fused together from rotting flesh, human parts, and metal pieces. 
Terry pitches forward, SCREAMING, falling to her hands and knees.
The hand starts 
dragging her under the bed.
Terry kicks and 
claws on the floor. Somehow manages to free herself from the hand's grip. She 
goes for the window and pulls it open. Steps outside.
The entire bed 
is OVERTURNED and tossed aside.
EXT. APARTMENT 
BUILDING - FIRE ESCAPE - NIGHT
Terry is 
immediately drenched by the storm. The door within her bedroom can be heard 
CRASHING OPEN, followed by a ROARING unlike anything on this earth.
Terry rushes 
down the fire escape, FEET BANGING on the metal steps. But she stops dead in her 
tracks when she notices --
SEVERAL FIGURES 
...
Standing in the 
alley far below. Looking up at her. Waiting.
A sound rises 
up behind her. THE SOUND OF FOOTSTEPS BANGING DOWN THE FIRE ESCAPE IN 
PURSUIT.
TERRY
(horrified)
Oh God ...
Terry 
desperately goes to a window. She pulls it open, stepping inside, THE BANGING 
FOOTSTEPS RIGHT BEHIND HER. 
INT. APARTMENT 
BUILDING - HALLWAY - NIGHT
The apartment 
floor is being renovated. Plastic tarps cover the doors and windows. Terry races 
through the hallway, SCREAMING WILDLY as she POUNDS on the doors.
TERRY
HELP ME! PLEASE 
HELP!!!
Terry rockets 
around the corner. She presses the elevator door button frantically.
The sound of 
CROAKING and HISSING fills the hallway.
The elevator 
doors slide open.
Terry lunges 
into the elevator, hits for the lobby, then starts BEATING FRENZIEDLY on the 
door close button.
Several shadows 
appear in the hallway. Getting closer.
Terry SCREAMS 
WILDLY and keeps pounding the button.
The bizarre 
HISSING becomes a FRIGHTFUL ROAR just as ...
The elevator 
doors pull shut. Closing on the unseen things in the hallway.
INT. ELEVATOR - 
NIGHT
The car starts going down. Floor lights blink above 
the door.
8 ... 7 ... 6 ...
Terry punches out 9-1-1 on the  cell phone's keypad. Nothing comes 
through the receiver. Only static.
TERRY
Come on ... 
come on ...
She dials 
again.
4 ... 3 ... 2 
...
More static 
over the cell phone. Terry has started crying in anguish when the elevator comes 
to an abrupt halt.
The doors stay 
closed.
Terry looks 
above the elevator doors. The floor light reads --
"B" 
(Basement)
Terry starts 
pressing for the lobby. The elevator won't move. She presses the "door open" 
button, the alarm button, anything at all. Nothing responds.
TERRY (cont'd)
HELP! SOMEBODY! 
HELP ME!!!
Nothing. Futile 
silence. She's about to try dialing on the cell phone again, when ...
WHUMP. A heavy 
thudding sound above the elevator car roof. The light overhead flickers like a 
candle. Terry gazes at the failing light, then tracks her eyes towards the trap 
door in the roof.
A few more hollow THUMPS.
Terry is 
petrified. She takes a step backward. The light flashes off and on again ... 
creating a strobe light effect.
Behind her, the 
elevator doors silently pull open.
Terry's gaze is 
still focussed on the ceiling trap door. Behind her, the basement is pitch 
black. She continues moving backwards towards the open elevator doors, step 
after step, completely unaware ...
UNTIL SOMETHING 
LEAPS OUT OF THE DARK AND GRABS HER.
In the moment 
it takes to draw a breath and scream, it's already over.
The light goes 
out.
INT. APARTMENT 
BUILDING - UPSTAIRS HALLWAY - NIGHT
The lobby is 
vacant and terribly still. The elevator doors remain closed, a few THUMPING 
sounds coming from the shaft far below.
Then 
nothing.
EXT. SAN 
FRANCISCO - STREET - NIGHT
The sound of a 
PHONE LINE RINGING.
Julia is 
sitting inside of the parked Range Rover, the cell phone pressed against her 
ear.
MAN'S VOICE
(from 
phone)
Hello?
JULIA
Hello ... is 
this Mr. Alba?
MAN
Yes.
JULIA
I'm sorry to 
call you so late ...
MAN
(overlapping)
Who is 
this?
JULIA
This is Julia 
Levin. We met a few days ago at graduation. I'm a friend of Terry's.
Beat.
MAN
Who?
JULIA
Terry. Your 
daughter?
More 
silence.
JULIA (cont'd)
Hello?
MAN
I don't have a 
daughter.
JULIA
Excuse me?
MAN
You must have 
the wrong number.
JULIA
(beat)
No, this is the 
right number ...
CLICK! The MAN 
hangs up the phone on the other line.
JULIA (cont'd)
Hello?
Julia stares at 
the cell phone in stunned confusion, until a sharp pain courses through her 
hand. She FLINCHES and nearly drops the phone. Julia checks her pricked 
finger.
The WOUND HAS 
GROWN. An infected red spot with a open hole in the center. The skin actually 
seems to be rotting around it, allowing the wound to expand like a sinkhole.
INT. CORNER 
MARKET - NIGHT
A small box of 
aspirin are taken from the shelf.
Paul tightens 
his fist around the box, shutting his eyes, fighting the excruciating the pain 
in his head. He takes a deep breath and moves to the register.
CASHIER
Need anything 
else?
PAUL
(weak)
No.
The cashier rings him up.
CASHIER
Four 
thirty-two.
Paul flips open 
his wallet. His face drops into shock.
There's nothing 
inside his wallet. No credit cards. No money. No driver's license. Not a 
thing.
CASHIER (cont'd)
Something 
wrong?
Paul can barely 
speak.
PAUL
Um ... I 
must've brought the wrong wallet. Sorry.
Paul walks out 
of the store.
EXT. CORNER 
STORE - NIGHT
Paul stops 
outside, running his fingers through his hair, digging them into his skull.
PAUL
(shaking 
his head)
That's not 
possible ... that's not possible ...
A SHAPE grabs 
his shoulder. Paul spins around.
A HOMELESS BAG 
LADY stands behind him. Pleading eyes. Dishevelled and caked with grime. She 
holds up the drooping sleeve where a hand once was.
BAG LADY
Help me. They 
took my hand.
Paul stumbles 
back. Horrified.
BAG LADY (cont'd)
(weeping)
They took my 
hand ...
Paul turns and 
starts running. Faster than he's ever run in his life. Disappearing down the 
dark street.
EXT. SAN 
FRANCISCO - COFFEE SHOP - NIGHT
Small and 
trendy. Young clientele.
INT. COFFEE 
SHOP - NIGHT
Julia sits at 
an empty booth. Staring at various black and white photographs of graduation. 
The four friends are sitting together on the back porch, smiling for the camera. 

She squeezes 
her finger to help numb the pain, her mind turning.
JULIA
(to 
herself)
Joey ...
(then)
Terry, what 
were you talking about?
Julia flips to 
another photograph. A picture of Julia, Paul, Sam, and Terry on the UCLA campus. 
Dressed for graduation.
Julia shakes 
her head. Her eyes are locked on the faces of her friends.
JULIA (cont'd)
There's four of 
us. There's only four of us.
Beat.
She studies the 
picture ... Beat. Julia sits up in her chair. 
A revelation 
crosses her face.
JULIA (cont'd)
(a 
whisper)
Who took the 
picture?
Julia looks 
like she's falling into a deep hole. Her mind is racing for answers.
FLASHBACK: INT. 
CABIN - LIVING ROOM - DAY
JULIA
I've been 
fantasizing about a guy.
TERRY
Anyone we 
know?
FLASHBACK: EXT. 
CABIN - FRONT DRIVEWAY - NIGHT
The BLOND 
STUDENT sits back on the hood of a sports car. The tattooed "S" insignia visible 
on his shoulder.
TERRY (V.O.) 
(cont'd)
There were five 
of us. He came up in his own car.
FLASHBACK: EXT. 
SAM'S HOUSE - GARDEN - DAYstyle="TEXT-TRANSFORM: none">
Paul smiling his killer grin at Julia. Wearing his 
white shirt and gold and blue striped tie.
TERRY 
(V.O.)
He was Paul's 
best friend --
FLASHBACK: INT. 
SAM'S HOUSE - BEDROOM - DAY
The BLOND 
STUDENT loosens his gold and blue striped tie from his white shirt collar as he 
undresses.
TERRY (V.O.) (cont'd)
-- they always 
wore the same thing for Christ sakes.
INT. COFFEE 
SHOP - NIGHT
CLOSE ON 
Julia's HORRIFIED FACE.
JULIA
(completely 
lost)
No ...
FLASHBACK: INT. 
SAM'S HOUSE - BEDROOM - DAY
The BLOND 
STUDENT standing half-naked in front of Julia. Holding a pair of ripped 
jeans.
JULIA (cont'd)
I'm sorry. I 
was just using the ...
(laughs)
Really. I'm 
sorry.
STUDENT
I'll forgive 
you this once.
FLASHBACK: INT. 
CABIN - LIVING ROOM - NIGHT
Julia turns her 
head and gazes at ...
THE BLOND 
STUDENT ...
Sitting in a 
chair. Smoking a cigarette. Smiling down at her.
TERRY 
(V.O.)
It's just a 
fantasy.
FLASHBACK: INT. 
CABIN - LIVING ROOM - NIGHT
Candles have 
been placed around the room. Paul and Terry are asleep on the floor.
Blood drips 
over the SUPERMAN TATTOO on Joey's shoulder.
Julia slowly 
awakens to the sounds of JOEY SCREAMING over sickening RIPPING SOUNDS like cloth 
being torn in half.
There are silhouettes on the wall of THREE 
FIGURES tearing off pieces of something in the room. Large flaps. Chunks. Moving 
rapidly and ferociously.
Julia spots Sam 
SCREAMING across the room.
SAM
(shrieking)
JOEY!
Julia turns her 
head in the direction of the ripping and tearing sounds. Her eyes slowly widen 
as her mouth drops into a soundless, petrified look of horror.
A hand with 
midnight skin, six fingers, and punctured with steel rods covers her eyes.
INT. COFFEE 
SHOP - NIGHT
A plate SMASHES 
on the floor.
Julia is jolted 
out of her thought, looks over to find a WAITER picking up the pieces. The 
lights flicker in the shop. This unnerves Julia completely. She starts gathering 
the photographs together.
She becomes 
aware of the pain in her finger again. Looks at the scab.
JULIA
(a 
whisper)
Terry's legs 
... Paul's headaches ...
A thought 
crashes like thunder in her head.
JULIA (cont'd)
Oh no ...
Julia quickly 
grabs a knife from the table. She gets up and walks straight to the ladies 
restroom.
INT. COFFEE 
SHOP - RESTROOM - NIGHT
Cramped and 
dirty. Julia holds her finger over the sink.
With the point 
of the knife's blade, she begins digging into her finger. The pain is immediate. 
Julia grimaces, tears forming in her eyes, as the wound blossoms bright red.
Blood drips into the sink. 
Julia drops the 
knife into the sink and pinches the wound. Squeezing hard.
A speck of metal flashes inSIDE the 
wound.
Julia continues 
squeezing, tears rolling, fingernails digging into the wound as ...
THE TIP OF A 
METAL SPLINTER PUSHES UP THROUGH THE BLOOD. 
Julia starts 
pulling it out of her finger. The splinter rises from the wound ... and rises 
... and rises ...
More blood 
spatters into the sink.
Julia is 
GASPING and CRYING as the pain becomes excruciating. The glittering splinter is 
five inches long and growing.
The splinter is pulled out. It's seven inches 
long.
Julia drops the 
splinter into the sink. She moves away from the counter, back towards the living 
room, unbelieving, horrified ...
She stumbles 
towards the door.
INT. COFFEE 
SHOP - NIGHT
Julia walks out 
of the restroom. Stops cold.
Everyone in the 
coffee shop is staring at her. The customers. The waiters.
The lights are 
dimming. A lack of power.
Julia forces 
herself to move. She goes to her table, picks up the photographs, and suddenly 
notices that in the graduation pictures --
SAM AND TERRY 
HAVE DISAPPEARED. ALMOST AS IF THEY NEVER WERE A PART OF THE PHOTOS. PAUL AND 
JULIA ARE TOGETHER IN EVERY PICTURE -- ALONE.
Julia grabs the 
photographs and turns around.
The customers 
in the coffee shop are standing now. Their eyes are dark shadows. Something 
about the way they stand is completely unnatural. All wrong.
Panic begins to 
settle in. Julia quickly walks to the door.
WAITER
Julia?
She turns. The 
waiter stands behind her. Eyes burning.
WAITER (cont'd)
(menacing)
Why'd you take 
it out?
That's enough. 
Julia gets the hell out of there.
EXT. COFFEE 
SHOP - NIGHT
Julia bolts out 
the door and rushes across the street. She reaches her car, disarms the alarm, 
and gets inside.
INT. RANGE 
ROVER - NIGHT
Julia drops the 
photos into the passenger seat. Starts the car. The CELL PHONE RINGS. She 
answers it.
JULIA
Hello?
EXT. SAN 
FRANCISCO - MARKET STREET - NIGHT
Paul on a pay 
phone. There's panic in his voice. 
PAUL
Julia. It's 
Paul.
JULIA
Where are 
you?
PAUL
At a pay 
phone.
JULIA
What about your 
Dad?
PAUL
He wouldn't let 
me in. He told me he didn't have a son.
(then)
Julia, 
everything in my wallet's gone. Credit cards. Money. Driver's license. 
Everything.
INT. RANGE 
ROVER - NIGHT
INTERCUT 
between Julia and Paul.
JULIA
Then it's 
already started.
PAUL
What's 
started?
Terrified beat. 
Julia trains her eyes on the coffee shop.
JULIA
Listen. There's 
not much time. They're watching me right now.
PAUL
Who is?
JULIA
Just listen to 
me. There were five of us at the cabin.
(beat)
Your best 
friend was with us. Joey. He had blond hair. He had a Superman tattoo on his 
shoulder.
PAUL
I don't know 
anyone named Joey.
JULIA
That's because 
they erased your memory. If you remembered him ... if you remembered what they 
did to him, you might run like Sam. That would make it hard for them to hunt you 
down.
PAUL
Where's 
Sam?
JULIA
He's dead.
PAUL
What?
JULIA
They killed 
him.
PAUL
They?
JULIA
Monsters.
Paul can barely 
stand up. His skull is pounding.
PAUL
Monsters?
JULIA
They really 
exist, Paul. They use human beings for parts. Like machines.
PAUL
I can't take 
this.
JULIA
What you saw in 
the forest wasn't a hallucination. They've been watching us the entire time. 
Following us.
PAUL
I can't --
JULIA
There's a 
tracking device in your head. Right where the scab is.
Her words sound 
chilling in the night air. Foreboding and deadly. Paul is filled with dread.
PAUL
My head?
JULIA
They want us 
for parts. That's why they're tracking us. They take the skin and wear it.
PAUL
Just let me 
think for a second.
JULIA
They already 
got Sam and Terry. And now they're making us disappear.
(then)
Think about it. 
Your wallet. Your father.
PAUL
It can't be 
true.
JULIA
It is true! 
We're next!
Paul becomes 
upset. He nods with grave understanding.
PAUL
What are we 
gonna do?
JULIA
We have to get 
back home. They're all over the place, but we can make it.
PAUL
Okay.
JULIA
Where are 
you?
PAUL
Just below 
Union Square. Right near the cable cars. Where they turn them around.
JULIA
All right. 
There's a subway station near there.
PAUL
I can see 
it.
JULIA
Wait for me. At 
the top of the stairs. I'll be there in five minutes.
PAUL
Okay.
JULIA
I love you.
PAUL
(in 
pain)
I love you. 
Please hurry.
Paul hangs 
up.
INT. RANGE 
ROVER - NIGHT
Julia tosses 
down the cell phone. The car engine STOPS.
JULIA
What now?
She tries to 
start the car, but it the engine won't turn over. Just as she's about to try a 
second time, she looks out the windshield.
SEVERAL DARK 
SHAPES STAND IN FRONT OF THE ROVER. WATCHING. THE CUSTOMERS FROM THE COFFEE 
SHOP. SOME ARE STANDING RIGHT OUTSIDE THE DOOR. OTHERS ARE SILHOUETTED IN THE 
STREET.
Julia 
frantically tries to start the car again. No dice.
She rips open 
the door.
EXT. COFFEE 
SHOP - NIGHT
Julia takes off 
running. The SHAPES pursue. 
EXT. SAN 
FRANCISCO - STREET - NIGHT
Julia turns a 
corner and runs straight into an intersection.
A HORN BLARES 
as a BUS barrels towards her.
Julia barely 
leaps out of the way as the bus SCREECHES to a halt, nearly running her down. 
She rises to her feet as the bus starts moving again.
Several of the 
passengers have their faces pressed against the windows. Watching her. Dark 
circles around their eyes.
Julia keeps 
going. The PURSUING CUSTOMERS from the coffee shop are marooned on the opposite 
corner by traffic. They stand motionless. Watching her escape.
EXT. SUBWAY 
STATION ENTRANCE - STAIRS - NIGHT
A long flight 
of stone stairs leads down to the BART and MUNI stations below. Paul sits down 
on the steps. Looking. Waiting.
EXT. SAN 
FRANCISCO - MARKET STREET - NIGHT
Julia charges 
down the sidewalk. Weaving past bystanders.
As she runs, 
Julia brushes past THE LITTLE GIRL from Sam's graduation party. Standing 
abnormally. She watches Julia race off into the crowd with cold, soulless 
eyes.
EXT. SUBWAY 
STATION ENTRANCE - STAIRS - NIGHT
Paul is sitting 
still. His head cradled in his hands.
A SHAPE appears 
in front of him. Paul looks up. Smiles.
PAUL
Hey ...
EXT. SAN 
FRANCISCO - MARKET STREET - NIGHT
Julia races 
across the intersection and streaks towards the subway station entrance.
EXT. SUBWAY 
STATION ENTRANCE - STAIRS - NIGHT
Paul is nowhere 
to be found. The stairs are empty.
JULIA
Paul?!
Julia looks 
around desperately. She can't find him in the crowds on the sidewalks. She turns 
and looks down the stairs towards the open entryway to the subway system.
Paul is walking 
through the entryway. A friend with him is patting him on the shoulder. Just 
after Paul has disappeared through the entryway, the friend turns around.
IT'S SAM.
His lips are 
parched, pitch black eyes bulging, his features somehow more twisted and 
unfamiliar. His face twitches as he stares coldly at Julia, and he runs.
Small pieces of metal drop from Sam's pants 
legs as he disappears through the entryway.
JULIA 
(cont'd)
PAUL!
She frantically 
rushes down the stairs.
JULIA (cont'd)
THAT'S NOT 
SAM!!! PAUL!!!
She rushes 
through the entryway.
INT. SUBWAY 
STATION - UPPER LEVEL - CONTINUOUS
The upper level 
is almost completely empty save a few kids and late-night commuters. Julia is 
hysterical now. The first time we've seen her lose control.
She looks 
around frantically. Spots Paul and Sam going down the escalator together.
JULIA
Paul!
Julia rushes 
towards the turnstiles. Jumps them. A GUARD steps out of his booth.
GUARD
Hey! You need a 
ticket! Hey!!!
She keeps 
going.
INT. SUBWAY 
STATION - PLATFORM - NIGHT
Paul and Sam 
reach the bottom of the escalators. They move towards the platform. The lights 
start twinkling. Losing power.
PAUL
(confused)
I thought you 
said she'd be here.
Sam smirks 
back, mute ... and GRABS HIM BY THE THROAT.
The lights GO 
OUT.
INT. SUBWAY 
STATION - ESCALATOR - CONTINUOUS
Julia bolts 
down the escalator.
INT. SUBWAY 
STATION - PLATFORM - NIGHT
She reaches the 
platform and rushes to the center.
There's nobody 
else down there. The lights are flickering. Slowly, they return to normal.
JULIA
(calling)
Paul?!
No 
response.
A train RUMBLES 
through the station. Julia moves to the opposite side and looks.
Resting on the 
tracks, leading into the tunnel, are a trail of metal pieces. Exactly like the 
ones from the cabin.
Julia looks 
back. The GUARD is coming down the escalator.
Without 
hesitation, she jumps down to the tracks. Moving quickly and bending down to 
avoid being seen, she rushes into the awaiting subway tunnel.
INT. SUBWAY 
TUNNEL - NIGHT
Drowned in 
shadows. An unnatural silence fills the tunnel.
Julia moves 
cautiously amongst the tracks. Eyes scanning the darkness. Following the trail 
of discarded metal.
A SHARP 
HISSING.
Julia spins 
around. A few more HISSING SOUNDS rise from electrical sparks on the tracks. 
Blue light flashes within the tunnel. Then, it ceases.
She turns back 
to continue her search, wind sifting through her hair, when she finds --
A LARGE 
HOLE
At the base of 
the subway wall. Julia reaches down and palms a few metal pieces at the base of 
the hole.
She peers 
inside. A dull flickering light flashes within.
Julia takes a 
calming breath. She moves into the hole.
INT. CRAWL 
SPACE - CONTINUOUS
A narrow and 
claustrophobic space. Julia squirms through the confined space, pulling herself 
towards the flashing light.
INT. CORRIDOR - 
CONTINUOUS
Julia pulls 
herself through another opening and finds herself standing in the threshold of a 
corridor. Both the walls and floor are constructed of crude metal grates and 
long pipes. Anything could be hiding within. Waiting.
She moves 
slowly into the corridor, a STROBE LIGHT flickering around her. She gropes 
towards another opening.
The sound of 
her TERRIFIED BREATHING is slowly replaced by the RHYTHMIC HUMMING OF 
MACHINES.
INT. STAIRWELL 
- CONTINUOUS
Steam rises 
from the pipes. Bathing the stairwell in mist.
The fluorescent 
lights above are glimmering in the darkness. Julia stands at the top of the 
stairwell. She can't even see the bottom of the steps.
Carefully, she 
starts moving down. Her hand gripping the metal railing.
The HUMMING OF 
MACHINES grows louder ...
Her foot 
accidentally kicks a few pieces of metal on the steps. A light CLINKING as the 
metal scatters down ahead of her.
The HUMMING OF 
MACHINES is closer now. Just beyond the sheathing clouds of blue and white 
mist.
The metal 
railing is suddenly replaced by HUMAN BONES.
Julia pulls her 
hand away from the railing. Looks skyward and discovers more BONES are being 
used to brace the ceiling along with metal beams.
She stops. 
Shutting her eyes in fear. Starts to lose control.
From somewhere 
within, she manages to steady herself. Keeps going through the awaiting steam 
curtain at the bottom.
INT. MAIN 
HALLWAYS - CONTINUOUS
The steam parts 
to reveal a dark space. Cold and damp.
Julia moves 
into the main hallway, stumbling through a hallway that can best be described as 
a living nightmare. Mammoth pipes and human skin has been fashioned together 
into a wall, pulsating with the HEARTBEAT OF MACHINES that saturates the entire 
hallway.
Steam jets into 
the hallway intermittently from the pipes. Creating great clouds.
Julia is beyond 
horrified. Her face registers a numbness. Complete and total astonishment.
Human bones and 
body parts have been so expertly fashioned into the corridor that it's 
impossible to distinguish where the organic ends and the mechanical begins.
She enters 
another corridor. Her face is struck by a JET OF HISSING STEAM.
She presses 
onward. Slipping past the skulls and littered metal on the floor.
Another BLAST 
OF STEAM.
Something leaps 
out of the middle of it.
Julia whirls 
back around a corner, pressing flat against the wall as a BLACK SHAPE moves 
through the steam. Unidentifiable features. Movements that suggest nothing by 
chaos and madness.
The SHAPE 
HISSES and CROAKS in the hallway.
Julia waits. 
She doesn't even breathe. The HISSING stops.
She gradually 
turns to peek back into the hallway where the thing once stood.
CLOSE ON 
JULIA'S EYES
as she looks 
around the corner. The shape has disappeared.
Carefully she 
keeps going forward. Drenched in water and sweat. Slipping through the steam 
clouds that mask another entrance.
INT. LAIR - 
NIGHT
A massive room 
where empty human skins are dangling from hooks, complete and preserved from 
head to toe. The skins sway and rock gently in the draft. Thousands of them.
Julia moves 
towards the center of the room.
A large 
OPERATING TABLE awaits. But the surface of the table is sunken like a water 
basin. Next to the table is a pedestal littered with BLOODY INSTRUMENTS. Cutting 
tools. Knives. Curved hooks.
Julia notices 
that Paul's torn clothes are resting at the foot of the table. Shirt shredded to 
a rag. Sneakers orphaned nearby. Jeans spattered with blood.
Her breathing 
quickens. Her heart POUNDING.
She reaches the 
foot of the table. Paul is lying within the basin, completely naked and 
partially covered with LITTERED BODY PARTS. Organs and entrails. 
The basin is 
filled with water and blood. An immobile form is resting next to him.
Julia moves 
quickly. She tries to wake him up.
JULIA
Paul. Paul, 
wake up.
He stirs. His 
nose crinkles slightly.
JULIA (cont'd)
Wake up.
She grabs him 
and lifts him up. He starts COUGHING.
JULIA (cont'd)
You've gotta 
hurry.
(then)
Here ...
Julia grabs his 
jeans. She helps him slide down from the basin and he pulls them on.
A skinned HAND 
grabs hers. Julia yelps a SCREAM.
The other form 
-- a thing in the basin -- rises 
and turns. Slicked with blood. Empty sockets where the eyes should be. Mouth 
falling open. A horror that shouldn't be alive.
Julia SCREAMS 
again.
Her free hand 
grabs a HOOK from the pedestal and swings the blade into the thing's neck. Blood 
fountains up.
The thing 
begins SHRIEKING.
With Paul 
leaning on her for support, Julia rapidly heads for the door.
INT. MAIN 
HALLWAYS - CONTINUOUS
Julia navigates 
her way through the hallways. Moving blindly through sudden JETS OF STEAM, the 
sound of MACHINES around them. Paul leans on her, his eyes remaining closed, 
COUGHING and stumbling.
JULIA'S POV
Racing through 
the halls. The steam clouds suddenly EXPLODING into her view. 
INT. STAIRWELL 
- CONTINUOUS
Julia reaches 
the stairwell and helps Paul climb the steps. She looks back over her shoulder. 
Nothing behind them.
INT. CORRIDOR - 
CONTINUOUS
Julia stops at 
the corridor opening. The strobe light FLASHES within. Clicking.
The corridor 
looks empty. Nothing but pipes and shadows.
JULIA
We're almost 
there.
Julia turns to 
Paul and finds a face with glaring yellow eyes and metal teeth. He stares back 
at her.
A moment of 
sheer horror. Julia reels back into the corridor. Pressed flat against the wall. 
Sliding towards the crawl space opening.
Paul starts 
advancing into the corridor. Grinning with teeth that flash with every click of 
the strobe light.
She keeps 
sliding away ...
He grabs his 
chest and RIPS IT OPEN, tearing the covering skin apart as he would a shirt. A 
menagerie of human bones and metal are revealed behind it.
Julia tries to 
scream. Eyes wide. She can't make a sound.
Paul tears the 
skin covering his chest wider. Pulling it away. Stripping himself clean.
Julia reaches 
the crawl space. Sliding down.
The last pieces 
Paul's skin are torn off. The thing that had been pretending to be Paul stands 
in his place.
Only brief 
glimpses are allowed by the strobe light. An abysm of immemorial lunacy 
consisting of fashioned human parts and twisted metal. A human heart beating 
within exposed ribs. Bones combined with pulleys and rods. The face of a skull. 
A contradiction of all matter and cosmic order.
Julia slips 
back into the crawl space. Still trying to scream.
INT. CRAWL 
SPACE - NIGHT
Julia drags 
herself through the crawl space. Moving quickly. Panicked.
INT. SUBWAY 
TUNNEL - NIGHT
Julia squeezes 
herself through the exposed hole. She kicks to her feet and tears off into the 
tunnel.
INT. SUBWAY 
TUNNEL - STATION OPENING - NIGHT
Julia has 
almost reached the platform opening for the train.
BEHIND HER, A 
CHORUS OF PURSUING MONSTROUS SCREAMS RISE UP WITHIN THE TUNNEL.
INT. SUBWAY 
STATION - PLATFORM - NIGHT
Julia runs 
directly parallel to the subway platform. The lights alongside of her start 
flickering and go out, one by one, as she advances.
THE HISSING AND 
SCREAMING CONTINUES TO RISE.
She reaches the 
opposite tunnel and grabs hold of the platform, pulling herself up. The platform 
goes dark.
Appearing out 
of the far tunnel are a DOZEN DARK SHAPES, scampering along the walls and 
running on all fours across the tracks. Their characteristics barely 
visible.
Julia kicks 
back as the shrieking things bear down on her, yellow eyes flaring in the dark, 
metal teeth flashing.
Julia tries to 
run for the escalator, but the things cover the walls behind the tracks. Ready 
to spring.
Finally, one of 
the monsters does leap towards her ...
AND IS SMASHED 
TO BITS BY AN APPROACHING BART TRAIN.
Reducing the 
monster to a few vestiges of scattered metal. The other creatures on the tracks 
are also run down.
Julia watches 
as the train RUMBLES past. And then, silence.
Nothing is left 
except for a few swirling newspapers. The lights flicker and come back to 
life.
Rising up to 
her feet, rescued from death by chance, Julia starts backing towards the 
escalator. Her eyes locked upon the darkened tunnel before she turns and races 
up.
EXT. SUBWAY 
STATION ENTRANCE - STAIRS - NIGHT
Rain has 
started falling again. Pelting the stairs.
Julia dashes up 
the stairwell and sprints into the street. She doesn't look back.
DISSOLVE TO:
EXT. SAN 
FRANCISCO - STREET - NIGHT
The rain falls 
so heavily that it creates a dense, blue FOG which shrouds the entire 
street.
Julia appears 
through the storm, running towards a telephone booth on the street corner. She 
rips open the door, steps inside, and slams the door shut.
INT. PHONE 
BOOTH - NIGHT
She drops a few 
quarters into the phone. Dials. And waits.
INT. LEVIN 
HOUSE - LIVING ROOM - NIGHT
Dark and still. 
Lightning frames the windows. The picture of Julia and her mother rests near a 
phone as the line RINGS.
Guy comes 
downstairs and answers the portable.
GUY
Hello?
Static.
GUY (cont'd)
(bewildered)
Is anyone 
there?
INT. PHONE 
BOOTH - NIGHT
A flash of 
LIGHTNING outside.
JULIA
Daddy? ... It's 
Julia ...
(beat)
They might 
still be around ... feeding on power from the phone lines. Can you hear me?
(beat)
... Dad?
GUY
(over 
phone)
I can't hear 
you. Hello?
Beat.
JULIA
Daddy, help me 
... help me, please ...
INT. LEVIN 
RESIDENCE - LIVING ROOM - NIGHT
More STATIC 
resounds over the phone. Guy hesitates a moment, then returns the portable to 
the cradle.
INT. PHONE 
BOOTH - NIGHT
CLICK. The line 
is abruptly cut off.
Julia begins to 
cry. She covers her face with her hands. The tears roll through her fingers.
INT. LEVIN 
RESIDENCE - LIVING ROOM - NIGHT
Guy stares at 
the phone for a moment.  A strange 
feeling. Something isn't right. He thinks a moment. Then shakes it off and heads 
upstairs, moving directly past the picture next to the phone.
JULIA IS GONE. 
VANISHED FROM THE PICTURE WITHOUT A TRACE. ONLY HER MOTHER REMAINS.
Lightning 
flashes across the picture's glass frame.
DISSOLVE TO:
INT. SAN 
FRANCISCO - SUBWAY STATION - DAY
The afternoon 
rush of people trying to get home.
A GROUP OF 
THREE COLLEGE STUDENTS come down the escalator into the station. CONNOR is among 
them, now eighteen and wearing a Berkeley sweatshirt. His friends are BARRY and 
MIKE.
BARRY
Why the hell 
didn't we bring the car?
CONNOR
You wanna pay 
for gas?
BARRY
Better than 
this shit. I hate BART.
MIKE
He has a point. 
I made the mistake of trying to use the bathroom. What do these people do? Stand 
with their ass hanging over the toilet and aim?
Connor checks 
his watch.
CONNOR
We're late. 
Party started an hour ago.
MIKE
We'll make 
it.
BARRY
(trace 
of sarcasm)
Yeah Connor. 
Relax. We might get there right after the kegs dry out.
CONNOR
(resigned)
I should study 
anyway.
A FEMALE VOICE 
calls out from across the platform.
FEMALE VOICE 
(O.S.)
Connor?
He turns around 
and scans the crowd, locating a ragged figure that moves quickly towards him. 
With her dirty clothing and sunken eyes, it takes a moment to register. This is 
Julia. Her skin is pale. Her hair is stringy and knotted.
JULIA
I've been 
looking for you.
CONNOR
What?
BARRY
(hushed)
Great.
MIKE
Just ignore 
her.
JULIA
They tried to 
get me. Several times.   But I 
managed to get away. I've always managed to get away.
A train rushes 
into the station. Connor is speechless.
CONNOR
I'm ... sorry 
..
JULIA
But you'll help 
me. You will help me.
Connor raises 
his hands and backs towards the train as the doors slide open. His friends are 
already aboard.
CONNOR
I'm sorry.
JULIA
No, wait ... 
it's Julia ... don't you remember?
He gets into 
the train. His friends are laughing. Connor turns to his friends with a look of 
smirking disbelief.
 CONNOR
How the fuck 
did she know my name?
BARRY
She heard me 
say it.
CONNOR
Jesus 
Christ.
JULIA
(overlapping)
It's Julia! I'm 
your sister!
The doors slide 
closed in her face.
INT. SUBWAY 
TRAIN - DAY
Julia begins 
beating on the doors to be heard. Connor and his friends are a little freaked 
but they're still laughing at her.
JULIA
PLEASE! CONNOR! 
I'M YOUR SISTER!
The train 
starts to move. People inside move in front of the doors and block Julia's view 
of her brother.
JULIA (cont'd)
PLEASE DON'T 
LEAVE ME! CONNOR!
Julia runs 
alongside the train. Still beating on the doors. Her face awash with tears.
JULIA (cont'd)
THEY'RE GOING 
TO KILL ME!!!
(shrieks)
THEY 
...!!!!
The train picks 
up speed. Julia is left behind.
The grinding of 
the wheels is heard as the train moves into the subway tunnel. The sound of machines drowns out every 
other sound and consumes all.
BLACKOUT.
 
 
THE END