Nightmare on Elm Street 6: Freddy's Dead: The Final Nightmare


       FADE IN:

       INT. DC-10 AIRLINER - NIGHT

       JACOB JOHNSON is sleeping.  It doesn't look like a pleasant 
       experience.  He is sixteen, dirty blonde, his eyes visibly 
       moving under closed lids as he sits huddle under a blanket in 
       his window seat.  The lights are dim -- the shade on the 
       window closed -- a bead of sweat dribbles down his forehead.  
       The HUMMING of the jet's engines vibrates through the cabin.

       The boy's eyes snap open.

       Jacob glances around nervously.  He looks like an escaped 
       convict who just accidentally walked into the Policemen's 
       Ball.  A GREYHAIRED MAN two seats away from him gives the 
       teenager a cursory glance, then goes back to his book.  Jacob 
       lays his head back and tries to relax.  The engines continue 
       to drone.

       Until a new noise starts.  A WHOOSHING NOISE.

       The sound is very faint.  But distinct from everything else.  
       Jacob frowns.

       The noise gets LOUDER.  Jacob's sure he's hearing it now.  He 
       looks at the Greyhaired Man.  The man catches his eye and the 
       two of them stare at each other for a heartbeat - then Jacob 
       turns away.  The Man returns to his book.  And Jacob 
       immediately turns back to him.

                           JACOB
                 Do you hear that?

       The man gives him an annoyed look as the WHOOSHING gets 
       louder.

                           GREYHAIRED MAN
                 Hear what?

                           JACOB
                 That noise.

                           GREYHAIRED MAN
                 I don't hear anything.

       The man turns back to the book as the sound gets even LOUDER -
       - like it's coming closer.  Jacob squirms in his seat -- 
       sneaks a look at the man again.  How can he not hear that?  A 
       STEWARDESS walks by and Jacob catches her attention.

                           JACOB
                 Excuse me.

                           STEWARDESS
                 Yes?

       The WHOOSHING is completely obvious now.  The greyhaired man 
       tries to ignore the two people talking over him.

                           JACOB
                 What is that sound?

                           STEWARDESS
                 That's just the engines, sir.

                           JACOB
                 No, it's different.  It's not the 
                 engines.  It's getting louder.

       The man sighs -- the stewardess smiles patronizingly.

                           STEWARDESS
                 We're just gaining altitude to get above 
                 some rough weather.  That's the sound of 
                 the engines speeding up a bit.  
                 Everything's fine.

                           JACOB
                 Um...okay.

       The stewardess walks away as Jacob sits back and starts to 
       bite his nails.  The whooshing is really starting to BLARE 
       now.  He looks between the seats in front of him -- twists 
       around to look behind.  He snaps back to the greyhaired man.

                           JACOB (cont'd)
                 Can't you hear that?

                           GREYHAIRED MAN
                     (losing patience)
                 Look, kid.  Will you relax?  It's just 
                 the damn engines, okay?

       The man glares at him, and Jacob backs off.  The sound has 
       grown DEAFENING.  Jacob grinds his seat like he's going mad.  
       He looks at the closed window.  He reaches out his hand, 
       grabs the handle then rips up the shade for all to see:

       A 747 coming RIGHT AT US.

       Jacob SCREAMS.  The planes CRASH.

       Impact - decompression - explosion.  The hull of the cabin 
       buckles violently - moaning like a dying elephant - peeling 
       inward revealing RED AND GREEN STRIPING on the outside.

       A huge wing section RIPS through the structure - barely 
       missing Jacob - taking the greyhaired man's head clean off - 
       nailing the stewardess in the gut and shoving her body across 
       and out the other side of the cabin.

       And Jacob's seat drops down - sending him and us into:

       EXT. SKY - NIGHT

       Like an intricate ballet, Jacob, his body strapped to his 
       chair, tumbles away from the DC-10 and 747 as they seem to 
       merge and bend into some kind of mutant DC-47 - wings and 
       tails wrapping around each other as debris blooms out like a 
       flower and together they EXPLODE - a fiery ball lighting the 
       nighttime clouds and Jacob's shrieking face.  

       And Jacob falls and falls and falls, his hair sticking 
       straight up from the blasting wind.

       That's when CORPSES start falling past him.  The captain of 
       the plane - the stewardess, her body bent in half - the 
       greyhaired man, his head gone but his book still in his hand.  
       More men, women, crew people - and CHILDREN.

       But these children aren't dead bodies.  Two LITTLE GIRLS and 
       one LITTLE BOY, all dressed in white, plummet down next to 
       Jacob, head first, like high divers.  And they're singing:

                           THE CHILDREN
                 One two, Freddy's coming for you...

       The children turn around in the sky so that they are 
       travelling feet first.  The Little Boy's pants puff up and 
       the Girls' skirts poof out and RIP UPWARD - the wind taking 
       away their clothes and their skin and their bodies and their 
       hair...

                           THE CHILDREN (cont'd)
                 Three four, better lock your door...

       Leaving three tiny SKELETONS - taunting and laughing as Jacob 
       screams and covers his eyes.

                           THE CHILDREN (cont'd)
                 Five six, grab your crucifix...

       And the Skeletons sprout wings - leathery and veiny - the 
       wind catching them and sending them up and away as their 
       voices echo in the sky.

                           THE CHILDREN (cont'd)
                 Seven eight, gonna stay up late...

       Jacob takes his hands away from his face and starts to 
       frantically pull on his seat belt.  SNAP - it flies off his 
       back and miraculously turns into a PARACHUTE.  Rope swirls 
       into the air - the wind grabs the canvas - and Jacob's body 
       slows with a violent jerk.

       But at least he's not falling anymore.  Jacob catches his 
       breath as he starts gently floating through the sky.  He 
       smiles.  This isn't so bad.  This is actually kind of fun.  
       Not for long, though, because his new upward momentum carries 
       him back up to:

       The winged children's Skeletons.  Jacob's eyes bug out as he 
       rises into them and they start to circle.  They move closer 
       and we can see something in their hands:

       SCISSORS

       Jacob twists his body, trying to steer his parachute away 
       from the demons.  One of the Skeletons swoops up to his face 
       and pokes its scissors inches away from Jacob's eyes.  It 
       sings alone:

                           CHILD
                 Nine ten, never sleep again!

       The Skeleton cranks its arm back - ready to plunge the 
       scissor's blades into Jacob's sockets.  The arms swings 
       toward him - then suddenly diverts up past his head, heading 
       for:

       THE CHUTE'S STRINGS

       The Skeleton flaps its wings and poises its scissors at one 
       of the ropes.  The other two Skeletons join it over Jacob's 
       head.  The three of them look down at Jacob, their boney jaws 
       in a perpetual smile.

                           JACOB
                 No!

       The Skeletons nod "yes".  SNIP - SNIP - SNIP - they cut away 
       at Jacob's parachute as he swings underneath them, trying to 
       pull away - SNIP - SNIP.

       The parachute flutters away - the Skeletons cackle - and 
       Jacob plummets.

       ON JACOB

       We stay with him as he screams and shrieks and yells and the 
       clouds part and the ground rises quickly up to meet him.  The 
       ground becomes a town, the town becomes a block, the block 
       becomes a house, the house becomes a roof, and...

       INT. JACOB'S BEDROOM - NIGHT

       KA-BLAM!  The ceiling explodes as Jacob's body plows through, 
       slams down, shatters the bed, and we immediately:

                                                            CUT TO:

       INT. JACOB'S BEDROOM - MORNING

       Jacob's eyes blast open as he sits up from bed in a cold 
       sweat.  A dream.  The worst fucking dream from hell anyone 
       would ever want to have -- but still just a dream.  He takes 
       a few deep breaths as a soft KNOCK is heard at the door.

                           JACOB
                 Yeah..

       ALICE JOHNSON opens the door and sticks her head in.  She's 
       thirty-two, blonde, with a caring smile.

                           ALICE
                 You okay, honey?

                           JACOB
                 Yeah, Mom.  I'm fine.

                           ALICE
                 Alright.  Better get cooking or you'll be 
                 late for school.

                           JACOB
                 On my way.

       Alice closes the door as Jacob gets out of bed and stretches.  
       Sunlight is leaking through the bedroom window shade and 
       Jacob walks over to it.  He reaches out and pulls up the 
       shade.

       And there's nothing buy sky.  Jacob frowns and pokes his head 
       out the window.

       JACOB'S POV - THE GROUND

       is once again racing up towards us at seven-thousand miles an 
       hour.  The entire house is falling.

       BACK IN THE BEDROOM

       Jacob leaps away from the window.  The WINGED SKELETONS 
       reappear outside -- dancing in the air -- cackling with glee.

       The bedroom starts to SHAKE violently as Jacob stumbles into 
       the center.  The roof starts caving in and the walls begins 
       to crumble.

       ANGLE STRAIGHT DOWN ON JACOB.

       Jacob grabs his head, looks up at us, and SCREAMS.  We 
       suddenly stay where we are as the house drops down and we 
       punch out through the roof and our shot becomes an:

       ANGLE STRAIGHT DOWN ON THE HOUSE

       as it falls away towards the ground.  We watch as it becomes 
       a small dot - and finally impacts on the surface.  A mushroom 
       cloud of smoke silently puffs out in the distance below

       EXT. TOWN - NIGHT - AT THE CRATER

       Smoke and dust whirl around a huge hole in the earth.  
       Splintered shreds of lumber stick up in the air like giant 
       toothpicks.  Some of the toothpicks start to move.

       Jacob rises out of the destruction, charred, scraped, 
       battered and, unfortunately, alive.  He climbs up to the edge 
       of the crater.  He looks back a the remnants of his home.

       Then something starts to happen.

       Something his growing from the crater - spreading out.  It's 
       not a cloud, it's not smoke - it's a DARKNESS.  Even though 
       it's night, this darkness is darker.  It creeps out from the 
       hole - fingers of blackness reaching out.  What it covers 
       doesn't disappear.  It becomes GLOOMY.  The shroud is getting 
       bigger.

       And it's getting faster.  Jacob runs.

       WITH JACOB - RUNNING

       He bolts down the streets of the small town in a blind panic.  
       He looks behind him and sees the darkness getting bigger, its 
       gloominess covering houses.  Then whole blocks.

       Everything it touches seems to fall deeper into SHADOW.

       AT THE STREET CORNER

       Jacob comes across a WOMAN walking her dog.  He stops and 
       yells at her.

                           JACOB
                 Get the hell out of here!  It's coming!

                           WOMAN
                 What's coming?

       Jacob points down the street.  The shroud is swooping down 
       the road - browning out street lights in its wake.  And the 
       woman doesn't find anything threatening about this.  Jacob 
       screams at her.

                           JACOB
                 Don't you see it?

                           WOMAN
                 See what?

       And it's obvious now: she doesn't see anything.  The Woman is 
       totally oblivious to the danger.  Jacob shakes his head -- 
       stumbles away.

       The woman watches him go as the darkness PASSES OVER HER.  
       She sighs.

       And begins to MUTATE.  Her hair gets scraggly, her skin 
       bursts out in sores, her back grows a hump -- all of which 
       she DOESN'T seem to notice.

       She just shrugs her twisted shoulders.

                           WOMAN (cont'd)
                 Kids...watcha gonna do?

       She hobbles away with her dog - which now has six legs and 
       two heads.

       BACK WITH JACOB - RUNNING

       Like a bat running from hell, he tears through the streets 
       passing buildings that turn creepy and people that become 
       passively accepting monsters.

       A VOICE booms out from nowhere.

                           FREDDY (O.S.)
                 Jacob!  You're too old to run away from 
                 home!

       Jacob covers his ears and races out of town.

       EXT. HIGHWAY - NIGHT

       Jacob falls onto the deserted road just outside of town.  He 
       rolls on the asphalt and looks behind him.  most of the town 
       is covered in an opaque gloom.  

       Suddenly a CACKLING sound is heard and Jacob turns to its 
       source:

       HIS POV: THE SPRINGWOOD SIGN

       The town can still be seen behind it -- the darkness over 
       almost all of it now.  The sign reads: WELCOME TO SPRINGWOOD.  
       POPULATION...

       And the numbers after the word "population" are changing.  
       They're counting BACKWARDS, clattering away like an old-time 
       gas pump in reverse - faster and faster - blurring as the 
       "thousands" digit disappears, then the "hundreds", then 
       "tens", then...

       CLINK - the count stops at "1".  Springwood is entirely 
       engulfed in the shroud.  There is a pause.

       CRASH - the sign is violently YANKED into the ground.  It 
       vanishes into the earth and a CRACK APPEARS at the edge of 
       the road. The crack grows - moving out to the center of the 
       highway.

       BACK ON THE STREET

       Jacob watches the crack as it splits wider in the middle of 
       the street and a GURGLING sound starts to build.  The tar in 
       front of Jacob becomes molten.  It bubbles and pops.

       Jacob scrambles backwards as something begins to rise from 
       boiling asphalt.

       It's a hat.

       The hat, a fedora to be precise, pushes itself up. A left 
       hand - burned and scarred - pokes out next to it.  Four sharp 
       blades jut out of the muck on the other side.  A head is up 
       now - a curtain of tar dripping from the rim of the hat - 
       hiding the face.  The body beneath the head ascends.  The 
       veil of asphalt parts:

       It's FREDDY KRUEGER.  Jacob SCREAMS.

       Freddy LAUGHS.  He shakes off his layer of tar and looks 
       towards the clouded town of Springwood.  A look of pure 
       hatred appears on his ragged face.

                           FREDDY
                 Payback time...

       Freddy opens his mouth - lets out a large breath - and then 
       INHALES an even larger one.

       A WINDSTORM starts, the source being Krueger's own lungs.  
       The gale force begins to yank at the shroud surrounding 
       Springwood.  Fingers of darkness pull up from the town and 
       towards Freddy's mouth -- and houses begin to DISSOLVE.  
       Freddy continues to inhale like he's never going to stop.

       Krueger is sucking the black gloom into his body - and the 
       entire town of Springwood is going with it.  Trees, 
       buildings, cars, picket fences.  It's all crumbling and 
       fusing, becoming a part of t cloud that itself is caught in 
       the nightmarish wind tunnel, all piling into Freddy's mouth.

       The vortex swirls into Krueger.  Then it's gone.  Nothing but 
       a vacant lot the size of a town remains.  Freddy turns to 
       Jacob and BURPS, it sounds like a THUNDERCLAP.

                           JACOB
                 No!

                           FREDDY
                 Don't worry, I have a strong stomach.

       Freddy reaches down and yanks up his red and green sweater.  
       He pulls apart his putrid abdomen to reveal his guts - and a 
       transparent stomach.

       Inside the stomach: a black swirling mass.  Flashes of 
       houses, people, homes, couples, all trapped in horrible 
       anguish.  Freddy drops down his sweater.

                           FREDDY (cont'd)
                 Springwood is mine, boy!

                           JACOB
                 I dreamed you away before I was born!  
                 Mom said you couldn't come back!

                           FREDDY
                 Is that true?  Then she told you all 
                 about me, huh? Let's see what else she 
                 has to say.

       Freddy reaches his left hand into the bubbling tar at his 
       feet, digs around a bit, then pulls out:

       ALICE.  Jacob's mother.  Tar dripping down her body.  Krueger 
       has her by the neck, waves his blades in front of her.  Jacob 
       gets up and runs toward him.

       Freddy pulls a foot up from the asphalt pit and KICKS Jacob 
       back a good fifteen feet.

                           ALICE
                 Run, Jacob!

       The boy rolls painful on the hard road.  He sits up and 
       screams:

                           JACOB
                 Leave her alone!

                           FREDDY
                 You're such a momma's boy!

       Freddy swings his knives out, pauses for a terrifying beat, 
       then swoops the daggers towards Alice.

       CLOSE ON JACOB

       as OFF SCREEN we hear a horrible multiple GLITCH!  Jacob 
       shrieks in gut-wrenching anguish.

       WIDE ON SCENE

       We're far enough away so that we don't barf at the sight but 
       close enough to see that Freddy has impaled Alice's body on 
       his blades.  He lifts her up effortlessly and raises her limp 
       figure RIGHT OVER HIS HEAD.

       Krueger swings his arm out, shaking off Alice, sending her 
       flying over Jacob's head.  The body lands behind him.

       ON JACOB

       as he runs to his mother.  She VANISHES just as he reaches 
       out to touch her bloody body.  He turns to Krueger and raises 
       his fists.  A look of sheer rage is growing in him, blind, 
       insane anger.  He bellows:

                           JACOB
                 You fucker!

                           FREDDY
                 Springwood is only the beginning.  All I 
                 need from you is a ride!

       Suddenly, between Jacob and Freddy, three SHAFTS OF LIGHT 
       burst up from the road.  Three FIGURES appear as the light 
       dissipates.

       They're dressed in metallic black, heavy boots, helmets with 
       dark visors covering their faces.  One is large and muscular.  
       The one in the center has an obviously feminine figure under 
       her skin-tight outfit.  The third is a little smaller than 
       the other two with a slightly different face  that allows us 
       to see his mouth.

       They're the DREAM POLICE.  Jacob doesn't know this yet, but 
       Freddy seems to.  The bastard son of a hundred maniacs frowns 
       at the sight of these new apparitions.

       Then he looks past them and smiles at Jacob.

                           FREDDY (cont'd)
                 See ya later!

       Freddy violently DROPS down into the bubbling asphalt pit.  
       Two of the black figures start after him.  The third one 
       turns to Jacob as his partners leap into the hole after 
       Freddy.  The sound from his exposed mouth is DEAFENING!

                           SOUND COP
                 WAKE UP!

       Jacob grabs his ears in pain as we suddenly:

                                                            CUT TO:

       EXT. HIGHWAY - DAY

       Jacob's eyes snap open so fast his sockets suffer whiplash.  
       He's lying smack in the middle of the road tucked in a fetal 
       position.  Jacob slowly uncurls his body and sits up.  He 
       shivers and wipes his sweaty forehead - and that's when he 
       notices something in his hand.

       INSERT: JACOB'S HAND

       it's a bracelet, a simple band of gold with a larger plate in 
       the middle, like an ID band.  Jacob's fingers turn the plate 
       over. Printed on the other side is the name of the bracelet's 
       former owner: ALICE.  Jacob has a souvenir.

       BACK TO JACOB

       He raises his face and looks at the road in front of him.  It 
       goes off into the distance surrounded on both sides by empty 
       fields. 

       This is where Springwood used to be.  A look of anguish 
       crosses Jacob's face as he stares at the desolation.

                           JACOB
                 Mom...

       HONK!  SCREECH!

       Jacob whips his head around in time to see a huge moving van 
       blasting right at him.  He rolls off to the side of the road.  
       The truck barely misses him, kicking up a cloud of dust in 
       its wake.

       Jacob chokes on the dust.  He slowly recovers and looks back 
       down at the bracelet in his hand. He clenches his fist around 
       it as a wild-eyed angry look starts to grow on him.  He takes 
       a few deep breaths, then stands up and walks OUT OF FRAME.

       ANGLE DOWN THE HIGHWAY

       We can see a pickup truck in the distance. Jacob's HAND 
       ENTERS FRAME, thumb sticking out, his mother's bracelet 
       dangling from his wrist.

       The pickup truck starts to slow down.

       EXT. ROSEDALE - DAY

       A sprawling little community with pleasant streets and 
       cheerful houses.  It looks a lot like Springwood, the only 
       real difference being that it actually exists.  It also has a 
       sign: WELCOME TO ROSEDALE.  POPULATION: 8,786

       A Volkswagon bus drives past the sign and stops a couple of 
       blocks down the road from us.  Jacob steps out of the 
       passenger side and wearily waves his ride goodbye.  He 
       shuffles into town.

       CLOSE ON YET ANOTHER SIGN

       It reads: DRUG ADDICTS NOT WELCOME TO ROSEDALE!

       The sign pulls away to reveal a middle-aged man with an angry 
       expression: MR. HOPKINS

                           MR. HOPKINS
                 Clean up your act somewhere else!

       He walks along as we PULL BACK TO SEE

       EXT. ROSEDALE FOSTER HOME - DAY

       It's a nice-looking two-story house in the middle of a 
       usually quiet neighborhood.  Today the home is surrounded by 
       about a dozen townsfolk carrying picket signs: NO HALFWAY 
       HOUSES IN OUR NEIGHBORHOOD!, DON'T LOWER OUR PROPERTY 
       VALUES!, and GO BACK TO JUVENILE HALL!  The crowd mumbles 
       amongst itself, occasionally bursting out with a chant in 
       protest.

       ON JACOB

       We catch him walking down the sidewalk.  He tramps along with 
       his hands stuffed in his pockets and his eyes on the 
       pavement.  He looks like he hasn't slept in days.  The sound 
       of the crowd ahead of him finally grabs his attention.

       Jacob approaches the disturbance and comes across a young 
       girl standing behind a bush holding a BAG OF GROCERIES.  She 
       is KAREN MILLER, dark hair, sixteen, very pretty, but with a 
       faraway look in her eyes.

       Jacob stands next to her and stares at the crowd like a 
       zombie.  She doesn't turn to look at him as he speaks:

                           JACOB
                 What's going on?

                           KAREN
                 Free speech.  The right of assembly.

                           JACOB
                 What is this place?

                           KAREN
                 It's a home.  A foster home.  For 
                 teenagers.  It's where you go when things 
                 get bad.  It's the place to figure out 
                 what to do next.  It's a home for kids 
                 that no one else wants.
                     (beat)
                 It's MY home.

       Karen hasn't looked at Jacob once.  She suddenly seems to 
       steel herself and walks away from the bush, towards the 
       house.  Jacob is befuddled.

                           JACOB
                 Oh...

       He stands there and watches.

       IN FRONT OF THE HOUSE

       Karen quickly makes her way into the crowd of people, head 
       up, eyes staring forward.  The crowd parts ever so slightly 
       as the irked townsfolk start to heat up.  They have an actual 
       human to vent their anger on now.  Mr. Hopkins lays in on her 
       as she passes him.

                           MR. HOPKINS
                 Why can't you find somewhere else to 
                 shack up?

       Karen turns to him, still walking, flustered and hurt.

                           KAREN
                 What have we ever done to you?

                           MR. HOPKINS
                 Nothing...YET.

       Karen turns quickly away from him and trips over a sprinkler 
       head.  Her groceries tumble onto the grass.  A hand reaches 
       down to help her.  It's Jacob's.

       He quietly helps her re-bag her groceries as Mr. Hopkins 
       looms above them.  Both angry and embarrassed now.

                           MR. HOPKINS (cont'd)
                 Look, we've been here for years.  This is 
                 a quiet street.  We'd just like to keep 
                 it that way.

       Jacob can't take this guy anymore.  He stands up and faces 
       the older man with a scowl.

                           JACOB
                 Lighten up, mister.

                           MR. HOPKINS
                     (smirks)
                 And what gutter did you crawl out from, 
                 kid?
                     (frowns)
                 We don't want your kind here.

                           JACOB
                 My kind?  What kind is that?

                           MR. HOPKINS
                 Drug addicts.  Dope pushers.  We have 
                 stand up and take charge.

                           JACOB
                 Swell.  I've just got a couple of 
                 questions for you...Do you love your 
                 parents?

                           MR. HOPKINS
                 Of course I do...

                           JACOB
                 Are they alive?

                           MR. HOPKINS
                 My mother is.

                           JACOB
                 What's it like?

       Jacob stares at Hopkins.  He doesn't answer.  He just huffs 
       and puffs as Karen grabs Jacob and pulls him up to the front 
       porch of the home, then into the floor.

       INT. FOSTER HOME - FRONT HALLWAY - DAY

       Karen slams the door and takes a deep breath.

                           KAREN
                 Assholes.

                           JACOB
                 I can think of a stronger word.  Are you 
                 okay?

                           KAREN
                 Yeah.  Thanks.  I'm Karen.

                           JACOB
                 Jacob.

       Jacob suddenly gets a little light-headed and has to use a 
       wall to hold himself up.  Karen looks concerned.

                           KAREN
                 Are YOU okay?

                           JACOB
                 Yeah.  I just haven't had much to eat 
                 lately.

                           KAREN
                 Then come help me unpack.

       She smiles and leads him further into the house.

       INT. FOSTER HOME - KITCHEN - DAY

       Jacob is feverishly eating a sandwich at the table while 
       Karen finishes putting the rest of the food away.

                           KAREN
                 I guess the sandwich is alright, huh?

                           JACOB
                 It's incredible.  Best I've ever had.

                           KAREN
                 You're not from around here, are you?

                           JACOB
                 No.  I've been on the road for a couple 
                 of days.

                           KAREN
                 Do you need a place to stay?

       FOOTSTEPS are heard from below and a couple in their mid-
       thirties enter from the basement door.  They're DAVID and 
       MARY ROSS, both greasy and frustrated.

                           MARY
                 So, we have to get it fixed.

                           DAVID
                 We don't have the money to get it fixed.

       They both start washing up at the sink, not really noticing 
       the teenagers in the room.  Karen speaks up.

                           KAREN
                 What's wrong?

                           DAVID
                 Our plumbing has a bad case of hardening 
                 of the arteries.  Who's your friend?

       David gives Jacob a wary glance as the boy stands shakily.

                           KAREN
                 This is Jacob.

                           JACOB
                 Jacob Johnson.

                           DAVID
                 David Ross.  My wife, Mary.

                           KAREN
                 They run this house.  They're helping me 
                 and three other ids get a footing in 
                 reality before they kick us out of the 
                 nest to make room for the next batch.

       David is looking out the window at the now dissipating crowd.  
       He lets out a weary sigh.

                           DAVID
                 If there is a next batch.  I see the 
                 welcome wagon is back.  Was there any 
                 trouble?

                           KAREN
                 A little.  Jacob came to my rescue.

                           MARY
                     (pleasant)
                 Where you from, Jacob?

                           JACOB
                 Springwood.

                           MARY
                 Springwood?  Where's that?

                           JACOB
                 Upstate about a hundred miles.

                           DAVID
                     (suspicious)
                 I know this state like the back of my 
                 hand.  I've never heard of Springwood.

       There is an uncomfortable pause.  Then Karen suddenly breaks 
       in.

                           KAREN
                 Jacob's a little down on his luck.  I 
                 told him he could stay here a few days.

       Jacob gives here a surprised look.

                           MARY
                 Are your parents in Springwood?

                           JACOB
                 My father died before I was born.  My 
                 mother, she's dead, too.

                           DAVID
                 You have a legal guardian?

                           JACOB
                 No.

                           DAVID
                 Been in any state or federal program?

                           JACOB
                 No.

                           KAREN
                 Just for a little while.  So he can get 
                 his bearings.

                           DAVID
                 Got any ID?

       Jacob reaches for his back pocket - it's empty.  He shakes 
       his head "no".

                           MARY
                     (to David)
                 I think we can help him out, honey.  The 
                 budget's tight, but we can't turn down 
                 someone in need.

       David doesn't acknowledge his wife, he just stares at Jacob 
       sternly.  Karen bites her nails.  Then David sits down and 
       starts to lecture.

                           DAVID
                 Okay.  You got three, maybe four days to 
                 rest up while we try and find a more 
                 permanent arrangement for you.  But his 
                 isn't going to be a free ride.  We're 
                 part of a community summer work project 
                 and eighty percent of the money you make 
                 goes to the house.  Everybody works - and 
                 that includes you.  Are you on drugs?

                           JACOB
                 No.

                           DAVID
                 Good.  If I catch anything stronger then 
                 an aspirin on you, you're outta here.  No 
                 arguments.  You got that straight?

                           JACOB
                 Yes, sir.

                           DAVID
                 Okay.  Dinner in two hours.  Why don't 
                 you go meet the rest of the gang.

                           KAREN
                 Thanks, David.

                           MARY
                 I'll go fix up the spare bed in Wesley's 
                 room.

       David gets up.  He gives Jacob a final once-over.

                           DAVID
                 And take a shower, for chrissakes.

       David leaves the room.  Karen gives Jacob a huge grin.

       INT. FOSTER HOME - THE TV ROOM - DAY

       Karen leads Jacob into the room.  There are two teenagers on 
       the couch: WESLEY is a fifteen-year old, curly hair, kind of 
       small.  GINA is also fifteen, brunette hair, seems pretty 
       happy.

                           KAREN
                 Hey, guys, I got someone for you to meet.  
                 This is Jacob.  Jacob, this is Wesley and 
                 Gina.

                           JACOB
                 Hi.

                           WESLEY
                 Welcome to fun central.

                           KAREN
                 He's going to be staying with us for a 
                 while.

                           GINA
                 Oh yeah?  How'd you get through the 
                 blockade?

       Another kid, SCOTT, pops into the room.  He's sixteen, dark 
       hair, with a tough-guy I could give a shit attitude.  He 
       doesn't seem to care about anybody in the room, except for 
       Karen.

                           SCOTT
                 Hey, beautiful.  How's it going?

                           KAREN
                 Hi, Scott.

       Scott notices Jacob and frowns.  Karen is a little annoyed.

                           SCOTT
                 Who's Barney Rubble?

                           KAREN
                 This is Jacob Johnson.  He's a new 
                 resident.  At least temporarily.

                           SCOTT
                 He better not be rooming with me.  I 
                 value my privacy.

                           KAREN
                 No, I believe that honor goes to Wesley.

                           WESLEY
                 Good.  I could use the company.

                           SCOTT
                 So what's your story?  Divorce?  Custody 
                 battle?  Your parents just plain 
                 assholes?

                           JACOB
                 They're dead.

                           KAREN
                 Mellow out, Scott.  Give him a chance to 
                 settle in.

                           SCOTT
                 Just curious.

       Scott reaches into his shirt pocket and pulls out a pack of 
       cigarettes.  As he lights one up, Wesley's cheerful attitude 
       suddenly turns grim.  He gets up from the couch and quickly 
       leaves the room.  Karen gives Scott an angry look.

                           JACOB
                 Is he alright?

                           SCOTT
                 He'll be fine.  He just has a problem 
                 with cigarettes.

                           GINA
                 His parents used to use them as a sick 
                 kind of discipline.  That's why he's 
                 here.

                           JACOB
                 If you know that, then why do you smoke 
                 in front of him?

                           SCOTT
                 It's not my problem.

       This really pisses Jacob off.  These two are not going to get 
       along very well.

                           JACOB
                 Just what is YOUR problem, then?

                           SCOTT
                 I took care of my problem.  That's why 
                 I'M here.

       Scott lets out an aloof puff of smoke and leaves.  Jacob 
       gives Karen a confused glance.

                           KAREN
                 His dad used to beat him.  One day he 
                 couldn't take it any more.

                           JACOB
                 What happened?

                           KAREN
                 He killed him with his father's gun.  
                 Self-defense.

       Jacob sits down on the couch and lets that sink in.  Gina 
       scootches away from him on the couch, then gives him a glum 
       look.

                           GINA
                 Everyone here has a fun tale to tell.  
                 Isn't that right, Karen?

       Karen is staring out the window.  She has that spaced-out 
       expression we saw before when she was hiding behind the bush.

                           KAREN
                 Yeah.  Right.

       No one has anything left to say.  Gina turns the sound on the 
       TV back up as the three sad kids start to watch cartoons.

       INT. FOSTER HOME - THE TV ROOM - NIGHT

       Jacob is alone in the dark watching some kind of NICK AT 
       NIGHT b&w sit-com re-run.  A cheerful family lovingly banters 
       away on the flickering tube.  Jacob just stares blankly.

       Karen sleepily shows up at the doorway in a long tee-shirt 
       with a glass of milk.

                           KAREN
                 Why don't you go to bed?

                           JACOB
                 I can't sleep.

                           KAREN
                 You need to talk?

                           JACOB
                 No.  I'm fine.  Thanks.

       Karen gives him a worried look and heads off to bed.  Jacob 
       continues watching TV with a creepy glean in his tired eyes.

       INT. OLD WAREHOUSE - DAY

       The kids are here cleaning up the building.  The guys throw 
       rotted lumber into trash bins while the girls sweep up.  We 
       catch Jacob and Scott tossing some debris into a wheelbarrow.  
       Jacob looks pretty ragged.

                           SCOTT
                 Come on.  Let's hop to it.  Gotta make 
                 way for those new indoor tennis courts.  
                 The fate of the world lies in the 
                 balance.  Okay, this load's full.

       Jacob grabs the handles of the wheelbarrow and shakily picks 
       it up.  Scott sneers.

                           SCOTT (cont'd)
                 You got that?

                           JACOB
                 Yeah, no problem.

                           SCOTT
                 I don't know.  Maybe you should think 
                 about switching to de-caf or something.

       Jacob ignores him and pushes the wheelbarrow along.  Scott 
       takes some time off to smoke a cigarette.  He spots Karen 
       across the room bending over with a dustbin.  Scott lingers 
       on this view for a long time.

       AT A DUMPSTER

       Jacob pulls up with the wheelbarrow and starts to unload the 
       junk.  Gina is next to the dumpster sweeping.  She tries to 
       push a large crate aside by herself, but slips and falls.

       Jacob jumps over to her, reaches out, and grabs her arm to 
       help her up.

                           JACOB
                 You okay?

       Gina SCREAMS.

                           GINA
                 No!  Yes!  Let go of me!

       She shakes off his grip and he jumps back.  She runs away 
       with a wild look in her eyes as Karen steps up to a confused 
       Jacob.

                           KAREN
                 She doesn't like to be touched.

                           JACOB
                 No shit!

                           KAREN
                 Don't take it personally.  It's not her 
                 fault.

                           JACOB
                 What happened to her?

                           KAREN
                 Her mother was a hooker.  She forced Gina 
                 to carry on the tradition.  When she was 
                 thirteen...

                           JACOB
                 Jesus.

       Jacob looks off at Gina with genuine concern.  Karen gives 
       him the same expression.

                           KAREN
                 You look terrible.

                           JACOB
                     (smiling)
                 Thanks.

                           KAREN
                 I'm sorry...I just wish you'd tell me 
                 what happened to you, that's all.

                           JACOB
                 I can't talk about it right now.  I'll 
                 tell you later.  I promise.

                           KAREN
                 Okay.  Why don't you sit and rest for a 
                 bit.  The supervisor's not around.  You 
                 look like you could use it.

                           JACOB
                 I think I will.

       He gives her a gentle squeeze on the forearm, and Karen likes 
       it.  Jacob spots a pile of wood next to a wall and heads off 
       for it.

       ON SCOTT

       He's watched the entire interchange between Jacob and Karen, 
       and he DOESN'T like it.

       WITH JACOB

       as he goes around the stack of lumber and sits down facing 
       the brick wall.  He lets out a heavy sigh and stares at the 
       inside of the building.

       JACOB'S POV - THE BRICK WALL

       sits there quietly for a few beats until:

       IT EXPLODES

       Bricks fly out at us as a gaping hole blows into the wall 
       revealing nothing but BLACKNESS and our shot MOVES through:

       DREAM FLASHES - NIGHTMARE SPRINGWOOD

       Horrifying apparitions and images ZOOM by us.  Gloomy 
       buildings under a pitch black sky.  MUTANTS and twisted 
       MONSTERS.  Shadowy streets and dark alleyways.  And FIVE 
       RAZOR-BLADE FINGERS suddenly ripping right through the sky 
       and down upon us as a VOICE rings out.

                           VOICE
                 Hey, you!

       INT. WAREHOUSE - DAY - ON JACOB

       Jacob's eyes are closed as a SUPERVISOR looms above him.

                           SUPERVISOR
                 No slacking off.  Back to work.

       The boy's eyes snap open and he jumps to his feet like a 
       babbling crazy man.

                           JACOB
                 What!  Jesus fucking...Oh, shit!

                           SUPERVISOR
                 Whoa!  Get a grip, boy.

       The supervisor backs off from Jacob as he slowly gets used to 
       reality again.

                           JACOB
                 Huh?  What's going on?

                           SUPERVISOR
                 Nothing.  That's the problem.  Now that 
                 you've gotten your beauty rest, let's see 
                 if you can change it, okay?

       Jacob calms down and nods.  He walks away, snatching a 
       nervous glance at the perfectly normal brick wall.

       EXT. FOSTER HOME - NIGHT

       We watch as various lit windows go dark and the residents of 
       the house go to bed.

       INT. WESLEY & JACOB'S BEDROOM - NIGHT

       Wesley is getting in bed.  Jacob is sitting in a chair 
       staring out the window.  Wes switches off the lights and 
       turns to Jacob.

                           WESLEY
                 Aren't you going to bed?

                           JACOB
                 I'm not tired.

                           WESLEY
                 Bullshit.  If you looked any more tired, 
                 you'd be dead.

       Jacob cracks a weary smile in the darkness.

                           JACOB
                 That's right.

                           WESLEY
                 You gotta sleep, man.

                           JACOB
                 Why?  Who says?  You know, people don't 
                 even really know why we sleep.  They 
                 haven't found any physical reason for it.

                           WESLEY
                 But they do know that you go nuts if you 
                 don't.

                           JACOB
                 Sharks don't sleep.  They can't pump 
                 water through their gills on their own.  
                 They have to always keep moving.  If they 
                 stop, they can't breath.  If they go to 
                 sleep, they die.

                           WESLEY
                 You're not a shark.

                           JACOB
                 I know.  I'm just a kid.  Don't worry 
                 about me, Wes.  Go to sleep.

       Wesley shakes his head and gets under the covers.  Jacob 
       continues to stare out the window, desperately trying to keep 
       his eyes open.

       JACOB'S POV - THROUGH WINDOW

       the trees sway quietly in the breeze outside.  There is a 
       pause.  Then we are suddenly PULLED THROUGH THE WINDOW, 
       SMASHING glass, careening back into:

       DREAM FLASH - NIGHTMARE SPRINGWOOD

       We SAIL through the gloomy air, over the creepy buildings.  
       And suddenly DIP DOWN, right for the street, and end up 
       CRUISING three inches off the asphalt, really ripping down 
       the road until we grind to a SUDDEN HALT.  Right in front of:

       FREDDY'S FEET.  Our shot TILTS UP.  Freddy looms above us and 
       grins.

                           FREDDY
                 You can't stay awake forever, boy!

       He LAUGHS, his mouth gaping wide, and then splitting open 
       impossibly wider.  Something starts pouring out of his mouth, 
       right at us.

       Hundreds of GIANT BUGS spew down upon us, covering us 
       completely as everything goes to BLACK and we:

       INT. WESLEY & JACOB'S BEDROOM - NIGHT

       ON JACOB

       his eyes are open, his mouth is hanging in a SILENT SCREAM.  
       It looks like his head is about to explode.  He lifts his 
       hand up to his face.  He's holding an eight-inch long MONSTER 
       BUG.

       Jacob SCREAMS out loud this time, tosses the mutant insect 
       away.  It lands on a windowsill and escapes out the opening. 

       Jacob jumps to his feet, sending his chair tumbling backwards 
       with a CRASH.  He shakes and moans, a little drool dripping 
       down his chin.

       Wesley sits up with a start and stares at Jacob.

                           WESLEY
                 I told you you'd go nuts!

       Jacob catches his breath, gives Wes a dead serious look.

                           JACOB
                 Get everybody else.  I have to tell them 
                 something.

                           WESLEY
                 In the middle of the night?

                           JACOB
                 I MEAN it!

       Wesley is shocked by Jacob's manic state and jumps out of 
       bed.

       INT. FOSTER HOME - TV ROOM - NIGHT

       Five kids are gathered around the room in various stages of 
       sleepy grumpiness and annoyed disbelief.  Jacob paces back 
       and forth.

                           SCOTT
                 I don't get it.  Is this guy alive or 
                 dead?

                           JACOB
                 He's neither.  He haunts your dreams and 
                 if he kills you, you die for real.

       Wesley, the most gullible of the group, looks pretty scared.

                           WESLEY
                 I haven't dreamed of him. I have 
                 nightmares like you wouldn't believe, but 
                 never of this guy.

                           SCOTT
                 That's because this all rates an eleven 
                 on the bullshit meter!  I don't know why 
                 we have to listen to this crap.  You're 
                 scaring the hell out of Wes here.

                           GINA
                 Keep your voice down.

                           SCOTT
                 It doesn't matter.  The Ross's sleep like 
                 rocks, which is what we all should be 
                 doing.

                           JACOB
                 I know this sounds crazy, but I swear 
                 it's true.  I went to bed one night and 
                 woke up in the middle of the road.  
                 Freddy Krueger killed my mother, blasted 
                 my whole town into his nightmare, and, 
                 worst of all, I think he wants to use me 
                 to kill more kids and bring more towns 
                 into his world.

                           KAREN
                 How?

                           JACOB
                 I'm not sure.  I think I'm some kind of 
                 carrier.  He's somehow inside me and as 
                 soon as I fall deep enough into sleep 
                 he'll be let loose.  You guys were great 
                 to take me in.  I just don't want to 
                 thank you by getting you all killed.

       Scott gets up and goes to a desk.  He pulls out a map and 
       shows it to Jacob.

                           SCOTT
                 Okay.  Show me Springwood.

       Jacob looks at the map and points.

                           SCOTT (cont'd)
                 There's nothing there.

                           JACOB
                 That's what I've been trying to tell you.

                           SCOTT
                 There's NEVER been a town there.  

                           JACOB
                 That's how YOU see it.  I was part of the 
                 nightmare, so I'm the only one who 
                 notices the difference.

       Scott stares at Jacob.  He actually grows sympathetic.

                           SCOTT
                 Look, Jacob.  You don't have to convince 
                 us that nightmares are real.  Everybody 
                 in this room has been through one.  And 
                 some of us are still living it.  But the 
                 thing is, we know it's just in our heads 
                 now.  It can be just as bad as the real 
                 thing was, but it's still only a memory.  
                 It can't hurt us physically, unless we do 
                 the hurting ourselves.

                           GINA
                 And we don't want to see you get hurt.

                           WESLEY
                 We know it gets crazy.  And we'll help 
                 out the best we can.

                           SCOTT
                 But this is just too hard to believe.

       Jacob plops down on the couch, defeated.  He hangs his head 
       while the kids start to get up.  Wesley gives him a pat on 
       the back as he, Scott, and Gina leave.  But Karen is still 
       here.

       She sits next to a window with a faraway look in her eyes.  
       Jacob looks up at her.

                           JACOB
                 You don't believe me, either, do you?

                           KAREN
                 I don't know.

                           JACOB
                 Why are you still here?

                           KAREN
                 I'm not sure.  I guess, I guess I see a 
                 lot of me in you.

                           JACOB
                 Feels good to see someone more fucked up 
                 than yourself, huh?

       Karen smiles and sits down next to him.

                           KAREN
                 Yeah.  That must be it.

                           JACOB
                 But you haven't told me why you're here 
                 at this place.

                           KAREN
                 I can't talk about it right now.  Maybe 
                 later.  Do you want me to stay with you?

                           JACOB
                 Yeah, that'd be great.  Don't let me 
                 sleep, okay?

                           KAREN
                 I'll do my best.

       She reaches for the remote control and flicks on the TV, 
       moving a little closer to Jacob when she sits back into the 
       couch.  The two of them watch the screen with glassy eyes.

                           KAREN (cont'd)
                 Thank God for cable TV.

                           JACOB
                 Yeah.  Thank God.

       They continue to watch in silence as Karen takes hold of 
       Jacob's hand.

       INT. FOSTER HOME - THE TV ROOM - MORNING

       We are ON KAREN as she sleeps curled up on the couch.  Jacob 
       is in the background putting on his shoes.  He has a brown 
       paper bag with him.

       Jacob gets up, grabs his bag, and steps over to Karen.  He 
       gently pulls a lock of hair away from her face.  Then he 
       heads for the front door.

       EXT. FOSTER HOME - FRONT PORCH - DAY

       Jacob walks out the door and closes it behind him.  He 
       crosses to the porch steps and stops.  He has to hold onto a 
       porch column just to keep standing.

       Karen appears behind him.  Jacob jumps a bit.

                           KAREN
                 Where are you going?

                           JACOB
                 I'm leaving.

                           KAREN
                 Why?

                           JACOB
                 He can't hurt you if I'm gone.  Maybe 
                 I'll go to the desert or something.  I'll 
                 lie down in the middle of nowhere and 
                 finally get some sleep.  Krueger can feed 
                 of the dreams of snakes and vultures.

                           KAREN
                 Fine.  You're just going to take off 
                 then...

       Karen has an angry expression on his face.  Jacob gives her a 
       pained look.

                           JACOB
                 Don't do this to me.  I'm just trying to 
                 protect you and the others.

                           KAREN
                 Right.  You blow into town and then blow 
                 right out.  Terrific.

                           JACOB
                 I don't understand why you're so mad at 
                 me.

                           KAREN
                 You just don't get it, do you?

                           JACOB
                 Get what?

       Karen, though still very angry, looks like she's about to 
       cry.  Jacob, confused, sits down on the porch steps.

                           JACOB (cont'd)
                 Maybe I'm crazy.

                           KAREN
                 Running away doesn't help.

       He sighs and smiles a bit.

                           JACOB
                 And you're going to convince me, huh?

                           KAREN
                 Maybe.

       This time Karen smiles.  Jacob looks at her and sighs.  Then 
       he yawns.

                           KAREN (cont'd)
                 I'm going to make some coffee.  You 
                 promise not to move?

                           JACOB
                 Yeah.  Sure.

       Karen jumps and heads back into the house.  Jacob stares at 
       the grass in front of him, his eyes heavy.

       JACOB'S POV - THE LAWN

       A bush sits there doing nothing.  Until it suddenly comes TO 
       LIFE.  Its leaves start to shrivel, the lawn turns brown, the 
       sky turns dark.  Everything changes and turns into

       DREAM FLASH - NIGHTMARE SPRINGWOOD

       We're in a different front yard in a different town, in a 
       different dimension.

       The mutant bush starts to change, sprout legs, grow arms, 
       become human.  

       ALICE

       Her body takes shape as she reaches out a pleading arm to us.

                           ALICE
                 Jacob!  Help me!

       She's fully formed now.  And Freddy bursts out from the 
       ground behind her.  He grabs Alice, reaches his knife arm 
       around

                           ALICE (cont'd)
                 No-o-o-o-o!

       Her words are cut off as Krueger jams his blades in her gut 
       and we re-live her death once more.  But it's even worse this 
       time.

       Blood POURS from Alice like a burst fire hydrant, spraying 
       and showering the entire nightmare lawn like a human 
       sprinkler.  Freddy LAUGHS.

                           FREDDY
                 Say it, don't spray it, huh, Jacob?  Come 
                 and join the fun!

                           JACOB (O.S.)
                 NOOOOOOO!

       Jacob's voice rips through the scene as everything starts to 
       BLUR RED.

       EXT. FOSTER HOME - FRONT LAWN - DAY

       Jacob is lying in the grass, violently shaking.  Karen drops 
       down next to him.

                           KAREN
                 Jacob!

                           JACOB
                 Nooooo!

       His body jerks around as if caught in the throes of an 
       epileptic seizure.  He SHRIEKS, ignoring Karen completely, 
       and continues to shriek and scream and yell and shake.  Like 
       he's never going to stop.

       EXT. MR. HOPKINS' FRONT DOOR - DAY

       We're directly across the street from the Foster Home as 
       Jacob's cries echo through the neighborhood.  Mr. Hopkins 
       opens the front door.  He sees what's going on, scowls, and 
       yells into his house.

                           MR. HOPKINS
                 I told you!  It's an overdose!  Jesus 
                 Christ, I saw this coming.  Call 9-1-1!

       He watches the commotion growing across the street, and never 
       once moves to help.

       EXT. FOSTER HOME - MOMENTS LATER

       Jacob is being strapped into a stretcher, babbling 
       incoherently.  The residents of the Foster Home stand off to 
       the side while neighbors gawk from the street.  Karen is next 
       to the AMBULANCE GUYS looking frantic.

                           JACOB
                 No!  Don't let them take me!

                           KAREN
                 Jacob, it'll be alright.

                           AMBULANCE GUY #1
                 Calm down, kid.  We'll take care of you.

       Jacob grabs the Ambulance Guy.

                           JACOB
                 You don't understand!  Let me go!

       The ambulance guy straps Jacob's arm down.  Mr. Ross grabs 
       Karen and pulls her away as they start loading the crazed 
       teenager into the ambulance.  Scott shakes his head.  Wesley 
       looks terrified.  Gina keeps her distance from any human.  
       Karen can't take it and runs into the house.  Mr. Ross 
       frowns.

                           DAVID
                 This is just what we need.

       The ambulance drives away as the gathered crowd stares at the 
       kids angrily.

       INT. AMBULANCE - DAY

       Jacob yells and struggles as an Ambulance Guy prepares a 
       syringe for injection.

                           JACOB
                 Don't fucking put me under!  You'll set 
                 him free!

       The ambulance guy holds Jacob down and slams the needle home. 
       Jacob screams and his eyes start to glass over.

                           JACOB (cont'd)
                 He'll kill them all...

       Jacob's head starts to go limp.  A VOICE rings out in the 
       van, a voice only Jacob hears:

                           FREDDY (O.S.)
                 Every town as an Elm Street!

       LAUGHTER echoes as Jacob turns his head towards a window.

       EXT. A STREET CORNER - DAY

       The ambulance zooms by.  All is quiet for a second until 
       CRASH! A twisted rusty sign post erupts out of the sidewalk 
       and settles at an ugly angle.

       It's an ELM ST. sign.

       INT. AMBULANCE - DAY

       We PULL BACK from a wide awake Jacob, who is now suddenly 
       alone in the van.  Outside the window there is only darkness.  
       Jacob twists and struggles on the stretcher as

       CLANG! the ambulance doors crash open revealing BLACKNESS and 
       KA-BOOM!  the stretcher is shot out of the van like a 
       cannonball.

       INT. WAREHOUSE - DAY

       The stretcher with Jacob BLASTS through a wall and starts to 
       race across the floor of the building that Jacob had been 
       sweeping up the day before.

       It careens along, actually taking a few turns, like it has a 
       mind of its own, heading for a shallow pit in the middle of 
       the warehouse.

       The stretcher hits the pit, drops a bit, swings up violently, 
       and stops in a vertical position like a rake that has been 
       stepped on AND A BLACK HUMAN SHAPE shoots out of Jacob's body 
       from intertial force, staying upright as it slides across the 
       floor, spins, stops, then changes into:

       FREDDY KRUEGER

       Freddy has his hands on his hips and a grin on his face.

                           FREDDY
                 Thanks for the lift, kid!

       He saunters up to Jacob who is still strapped to the vertical 
       stretcher.  Krueger waves his knives and wiggles his tongue.

                           JACOB
                 What do you want from me?

                           FREDDY
                 I already got it!  The rest I'm going to 
                 get from your new little friends.

                           JACOB
                 Leave them alone!

                           FREDDY
                 It's my duty to clean up the 
                 neighborhood!

                           JACOB
                 What have you done with my town?

                           FREDDY
                 Aw, poor baby's homesick, isn't he?  
                 Don't worry.  We'll all be one happy 
                 family soon.  Wanna be the first recruit?

       Freddy raises his blades and SWINGS.  The straps around Jacob 
       drop away as his body falls to the floor.  He scrambles to 
       his feet and starts to RUN.

       Freddy laughs

       WITH JACOB - RUNNING

       as he heads for a door.  Before he gets there, the door 
       swings open and Freddy leans casually in his way.

                           FREDDY (cont'd)
                 What's the matter?  Don't want to be part 
                 of my expansion project?

       Jacob turns right around and races back across the warehouse.

       AT THE DUMPSTER

       Jacob races around to the other side and there's Krueger 
       again.

                           FREDDY (cont'd)
                 Today, Rosedale.  Tomorrow, the world!

                           JACOB
                 Over my dead body!

                           FREDDY
                 As you wish.

       Freddy cranks up his knives and looms over Jacob.  And three 
       FLASHES OF LIGHT blast out behind the boy.  Jacob rolls away 
       as Freddy holds up an arm to block the blinding glare.  The 
       light fades.  The DREAM POLICE have arrived.

       We'll call the small one SOUND COP.  He stands there 
       motionless as a loud and horrible GROWING noise emanates from 
       his clenched teeth.  This guy's bark is worse than his bite.

       The female in black is BLADE COP.  From nowhere she produces 
       two nasty-looking knives, one in each hand.  She spins the 
       blades in the air like an expert Samurai.

       The large one we'll call POWER COP.  He reaches out for the 
       dumpster, and with one hand sends it tumbling away with a 
       CRASH.  Freddy frowns.

                           FREDDY (cont'd)
                 Uh oh. Too many parking tickets.

       The Dream Police fan out around Krueger, surrounding him.  
       Power Cop leaps at Freddy, grabs him and TOSSES him in the 
       air.  Freddy tumbles, rolls and bounces right back up on his 
       feet.  Right next to BLADE.

       She swings her knives.  Freddy dodges.  Swings hi own blades 
       at her.  She ducks.  Freddy spins again.  Right towards:

       SOUND COP.  The short man in black opens his mouth and a 
       sound like a foghorn at a rock concert BLARES OUT.  The force 
       of it hitting Freddy like a fist.

       Freddy bounces back.  And once again he nimbly pops up.  He 
       glares at the Dream Police.

                           FREDDY (cont'd)
                 Don't interfere!

                           BLADE COP
                 We have to.

                           SOUND COP
                 It's our job.

                           FREDDY
                 Get a new one.

       And Freddy starts to SPIN.  Slowly at first, then faster and 
       faster, until his image starts to BLUR.

       The Police circle the whirling image, holding back to see 
       what will happen next.  Krueger stops spinning.  And his 
       clothes are different.  His red and green stripes have been 
       replaced by black and white ones.  There is a number printed 
       across his chest.  He's dressed like a CONVICT.  Freddy 
       grins.

                           FREDDY (cont'd)
                 Time to blow this joint.

       BOOM!  A hole is suddenly blown in the high ceiling above 
       Krueger.  The building is suddenly filled with the beams of 
       moving SPOTLIGHTS and the sound of blasting SIRENS.

       A rope falls down through the hole.  Freddy grabs it and 
       WHOOSH! he's yanked up.

                           FREDDY (cont'd)
                 You'll never get me, coppers!

       and away he's gone.  After a few seconds the spotlights fade 
       away and the sirens die.  The Dream Police look up seemingly 
       unsure of their next action.  Then Power Cop kicks a pile of 
       lumber, sending wood flying dozens of yards away.

                           POWER COP
                 Goddamnit!

       Sound Cop shakes his head.  Blade looks frustrated.  Jacob 
       steps up behind them.

                           JACOB
                 Alright...just who the hell are you guys?

       The black-clad trio turn around in unison and look at Jacob.  
       There is a pause.  Then:

                           BLADE COP
                 We're the Dream Police.

       Jacob almost laughs.

                           JACOB
                 The what?

                           POWER COP
                 The Dream Police.  Didn't you hear her, 
                 man?

       Power Cop turns to Sound Cop and flips up his visor revealing 
       his face.  He's a sixteen-year old black boy.  Heavyset 
       features, sweat dripping down his cheeks.  He's KINCAID from 
       NIGHTMARE 3.  And he's pissed.

                           POWER COP (cont'd)
                 We try and save this guy's ass and then 
                 he goes off and cops an attitude.

       Sound Cop flips up his helmet.  He's JOEY, the former mute 
       boy.

                           SOUND COP
                 I think you're the wrong guy to talk 
                 about attitudes.

                           BLADE COP
                 Guys, guys.  This is getting us nowhere.

       She takes her helmet completely off, long dark hair tumbling 
       over her shoulders.  It's TARYN, the ex-junkie.  These three, 
       they're the Dream Warriors.  Or at least they used to be. 

                           JACOB
                 Hello?  May I butt in here and ask some 
                 more stupid questions?

       The three of them stop bickering and turn to Jacob.  Blade 
       walks up to Jacob.  Her two partners assume position behind 
       her.

                           BLADE COP
                 We don't know much more than you do.  
                 What we do know is that we've been 
                 recruited...

                           JACOB
                 By who?

                           SOUND COP
                 We don't know.

                           JACOB
                 Why?

                           BLADE COP
                 I think that's obvious.

                           POWER COP
                 The shit's about to hit the fan.

                           SOUND COP
                 Krueger's discovered new powers.

                           BLADE COP
                 He's ripped a hole between dreams and 
                 reality.

                           POWER COP
                 Our own powers have been amplified.

                           SOUND COP
                 We only hope it will be enough.

                           BLADE COP
                 But we're going to need your help.

                           JACOB
                 Me?  What can I do?  Just who are you 
                 guys...really?

       Blade puts her helmet back on.  Her face turns grim.

                           BLADE COP
                 We were like you.  We fought Freddy 
                 Krueger many years ago.  Our souls were 
                 released from his grip.  No we're back to 
                 try again.

       All three of them drop their visors down at the same time.

                           JACOB
                 I still don't understand what...

       Jacob's voice starts to GARBLE. He keeps trying to talk but 
       the words come out twisted and clipped.  He raises a hand to 
       his throat.  The hand is transparent.  Jacob looks at his 
       body as it slowly starts to disappear and now he's completely 
       mute.

                           SOUND COP
                 Freddy Krueger can't hurt us anymore.

                           POWER COP
                 Because we're already dead.

       Jacob vanishes completely.

       INT. HOSPITAL ROOM - NIGHT

       Jacob opens his eyes.  He's in bed, dressed in a white smock.  
       A DOCTOR stands next to him with a clipboard in hand.

                           JACOB
                 What's going on?

                           DOCTOR
                 Just relax, everything's fine.

                           JACOB
                 That's what you say...

                           DOCTOR
                 You're lucky you're here instead of 
                 juvenile hall.  You put up quite a fight.  
                 But you're clean.  No traces of drugs or 
                 alcohol in your blood.

                           JACOB
                 I could've told you that.

       Jacob starts getting out of bed.

                           DOCTOR
                 Hold on there.

                           JACOB
                 You said I was fine.  I have to get back.  
                 My friends are in trouble.

                           DOCTOR
                 I said you weren't on drugs, but I never 
                 said you were fine.  You're suffering 
                 from extreme fatigue and stress that 
                 manifested itself into one hell of an 
                 anxiety attack.  At least that's what we 
                 hope it is.  You had a major seizure, 
                 Jacob.

                           JACOB
                 You don't understand.  This whole town is 
                 in danger.

                           DOCTOR
                 We're keeping you here for observation.  
                 You're not going anywhere tonight.

                           JACOB
                 You can't do that.  You don't have the 
                 right!

                           DOCTOR
                 Yes we do.  Your temporary guardian, Mr. 
                 Ross, signed all the papers.  If you're 
                 okay in the morning we might let you go 
                 home.  Until then, you're bed bound.

                           JACOB
                 But...

                           DOCTOR
                 We took off the restraints.  Do you want 
                 us to put them back on?

       Jacob drops back in bed.  The doctor goes to the door and 
       turns out the lights.

                           DAVID
                 Sleep.

       He closes the door behind him...

                           JACOB
                 Shit...

       and we hear it LOCK

                                                            CUT TO:

       A CRAZED LUNATIC

       suddenly SCREAMING into the lens with desperation.  Dark 
       circles under bloodshot eyes, hair matted with sweat.  A guy 
       not having a good day.  WE PULL BACK TO REVEAL:

       The man is tightly bound in a regulation straight-jacket in a 
       tiny, claustrophobic holding cell.  We can now tell that the 
       image is in BLACK AND WHITE.  We continue PULLING BACK

       INT. FOSTER HOME - TV ROOM - NIGHT

       Gina sits on the couch with a stark white blanket on her lap, 
       watching a b&w 1940's potboiler with something less than 
       enthusiasm.  Wesley appears in the doorway, checking out the 
       source of the screaming.  He looks at Gina, who tosses the 
       blanket aside and rises, frowning.  The lunatic on television 
       continues his blood-curdling SHRIEKS.

                           GINA
                 Nice movie, huh?  And I came in here to 
                 mellow out.

       She smiles at Wes as she exits.

                           GINA (cont'd)
                 It's all yours.

       Wesley murmurs a goodnight, then looks back at the screen:

       ON THE TV

       Some orderlies enter the lunatic's cell and attempt to sedate 
       him as he thrashes violently, SCREAMING bloody murder.  It is 
       gritty and awful but somehow riveting.

       WESLEY

       moves to the couch, clearly mesmerized by the scene.  He 
       curls up, absently pulling the white blanket around him as he 
       watches:

       ON THE TV

       The orderlies in the movie manage to get the needle into 
       their patient, who MOANS and SOBS pathetically.

                           ORDERLY ON TV
                 Relax, will ya, buddy? Everything's gonna 
                 be just swell.

       The second orderly leans on a wall and pulls out a pack of 
       cigarettes from the pocket of his scrubs.  (He bears a 
       suspicious resemblance to ROBERT ENGLUND.)

       WESLEY

       vaguely tenses at this and absently pulls the blanket more 
       tightly around him to compensate, like a cocoon.

       ON THE TV

       The second orderly smiles.

                           SECOND ORDERLY
                 Yeah, mac.  You've just had a hard day, 
                 that's all.

       The orderly produces a pack of matches.  He goes to the 
       lunatic on the cot, and LIGHTS the match off the guy's 
       forehead.  As the match FLARES, the lunatic SCREAMS.

       CLOSE ON WESLEY

       he shuts his eyes tensely as the SOUND is magnified, becoming 
       a sudden ROAR that fills the room.

       Wesley blinks his eyes open, looks around from his blanket 
       cocoon.  Whatever that last sound was, it did NOT come from 
       the TV.

       Beads of sweat line his upper lip as he nervously glances 
       about the room.  It remains quiet, serene.  Deciding it was 
       his imagination reacting to the scene on TV, Wesley nestles 
       back on the couch, laying down now as the CAMERA MOVES TO 
       REVEAL

       The carpet at the edge of the room is bunched up as though 
       the walls of the room itself have budged a few inches inward.

       BACK ON THE TV the second orderly lights his cigarette as he 
       hands the pack to the first.  They both look down at the 
       madman as they savor their cigarettes.  

                           ORDERLY ON TV
                 You heard the man, Wesley.  Just relax.  
                 Have a smoke with us.

       Wesley's brow furrows, reacting to the coincidence.  Then he 
       stiffens as the two orderlies in the movie begin to hold the 
       lit cigarettes over the lunatic's face

                           SECOND ORDERLY
                 Yeah, Wesley.  Have a smoke.

       OUR Wesley has seen about enough of this movie.  He starts to 
       get up

                           WESLEY
                 Fuck this.

       but finds that he can't move.  The white blanket around him 
       restraining him tightly like the straight-jacket on TV.  He 
       squirms and struggles.

                           WESLEY (cont'd)
                 Hey.

       He struggles harder now, but to no avail.  He's wrapped 
       tight, like a cigarette.

       ON THE TV the two orderlies torment the straight-jacketed 
       lunatic, poking his face with their lit cigarettes.  As the 
       lunatic SCREAMS, the screams become magnified, again becoming 
       that loud, deafening ROAR we heard before.  Wesley squirms in 
       his blanket/ straight-jacket, he jerks his head around, 
       SEEING with each of the man's SCREAMS, the walls of the room 
       SHUDDER INWARD and 

       Wesley's EYES WIDEN with horror as he realizes not only is he 
       TRAPPED like a sardine in his stark white blanket, but the 
       walls of the room are starting to CLOSE IN on him.  He SPINS 
       back to the TV set, where:

       The first orderly is now looking AT US.  Wesley REACTS as he 
       notices something familiar about the man's face.

                           FIRST ORDERLY
                 Relax, Wesley.

                           WESLEY
                 Dad?

       The second orderly BOLTS into view.  He has become Freddy 
       Krueger.

                           FREDDY
                 Yeah, Wesley.  Everything's gonna be 
                 great!  Just have a smoke on us!

       As they hold their smokes out TOWARD US, their arms PROTRUDE 
       FROM THE TV SET with their lit cigarettes.

       Wesley SCREAMS and jerks his head away from TV and he HITS 
       the floor with an ugly THUMP.  The wind knocked out of him.  
       He rolls.  The couch is GONE.

       As he squirms and struggles to escape his white cocoon, the 
       frightened boy looks around and sees that everything in the 
       room - furniture, carpet, TV, even the door - are all gone, 
       leaving just the white walls SLOWLY CLOSING IN ON HIM.

       Then we see that on the floor all around Wesley are long, 
       cylindrical white objects.  Clearly, they resemble GIANT 
       CIGARETTES, and Wesley - wrapped neck-to-toe in his white 
       blanket cocoon - looks just like one of them.

       He continues to squirm and SCREAM as the walls CLOSE IN from 
       all sides -- closer -- CLOSER -- pushing the long white 
       things toward him, around him, bunching them together until 
       they are in a tight cluster, as the room CRUNCHES IN TIGHTLY, 
       blocking whatever light source there is, until all Wesley can 
       do is SCREAM one last time, and

       The screen goes BLACK.

       After a few beats, we hear a huge, deafening RIPPING SOUND, 
       and a new LIGHT SOURCE appears as  Wesley looks up, eyes wide 
       with unspeakable horror as the giant, scarred face of FREDDY 
       looms over him, grinning, and we:

       INT. FOSTER HOME - TV ROOM

       The room is back to normal, but not the occupant.  Freddy 
       Krueger now stands here alone.  He has just peeled the 
       wrapper off a pack of cigarettes of which Wesley has become 
       one.

                           FREDDY
                 Didn't Daddy ever tell you what the 
                 Surgeon General says...?

       Krueger reaches in and pulls the tiny Wesley out of the pack.  
       As before, Wesley is immobile, helpless.  Freddy holds him 
       between two fingers.

                           FREDDY (cont'd)
                 Smoking's bad for your health!

       Freddy looks around, as if searching for something, then 
       beams as he reaches into the air and...

                           FREDDY (cont'd)
                 Ah!  A match made in heaven!

       He produces a puny version of WESLEY'S FATHER In one hand.  
       His body is straight and rigid, like a match stick.

       Freddy places his thumb on the stiff man's head, and flicks 
       his thumbnail, causing the man's skull to BURST INTO FLAME, 
       an evil grin spanning Wesley's Father's face.

       He brings the Father-Match to what would be Wesley's tiny 
       feet, and lights the end.

       VERY CLOSE ON FREDDY'S HAND

       Wesley SCREAMS as Freddy tosses the FATHER-MATCH and brings 
       the teenager's little head up to his fire-scarred lips.

       The boy is enveloped by the massive cracked opening as Freddy 
       takes a huge drag off of Wesley's head. Where his feet should 
       be, the tip of the Wesley-Cig GLOWS RED, causing Wesley to 
       SCREAM with supernatural pain.  Smoke billows from Freddy's 
       nose and mouth.  He savors it.

                           FREDDY (cont'd)
                 Ahhhh!  Now we're smokin'!

       He CACKLES horribly as he continues to suck on the Wesley-
       Cig.  With each puff, Wesley's white-wrapped body becomes 
       slat-black ash.

                           FREDDY (cont'd)
                 What's your sign, Wesley?  It wouldn't be 
                 Cancer, would it?

       In between his demonic CACKLES, Freddy DRAGS on the Wesley-
       Cig, each puff turning more of Wesley into ash until all but 
       his head is black and charred.  Freddy holds the Wesley-Cig 
       out, poised to tap the ashes loose.

                           FREDDY (cont'd)
                 Now say the secret word and you know what 
                 you'll win...

                           WESLEY
                 Go to hell!

       Freddy grins.

                           FREDDY
                 Right...

       And he taps the Wesley-cig with his finger.  The ashes 
       immediately fall, sifting in the air as Wesley's head - 
       charred and black at the neck where it's been separated - 
       falls loose.  Wesley SCREAMS.

                           WESLEY
                 Noooooooo!

       and his severed head falls and falls and falls.

       INT. FOSTER HOME - TV ROOM - THE NEXT DAY

       WE START on WESLEY'S BODY.  Eyes closed, head normal and 
       everything from the neck down charred mass of burnt torso, 
       shriveled limbs, all wrapped in the scorched blanket.  ZIP.  
       A body bag hides this ghastly image from us as we PULL BACK.

       A FIRE MARSHALL and a COP are talking at the doorway in the 
       background.  The CORONER is here, a world weary seen-it-all 
       older guy, with his nervous ASSISTANT who's never seen 
       anything like this.  They whisper their conversation as they 
       lift the body bag onto a stretcher.

                           ASSISTANT
                 I don't get it.  The couch is barely 
                 scorched.  And how can he burn from just 
                 the neck down?

                           CORONER
                 It happens.

                           ASSISTANT
                 It happens?  That's your explanation?

                           CORONER
                 I've seen worse.

       We FOLLOW them as they push the stretcher towards the 
       doorway.

                           ASSISTANT
                 What?  What worse?

                           CORONER
                 Never mind.

       Our shot STOPS at the doorway with the fire Marshall and cop 
       while the wigged-out assistant's voice trails off outside.

                           ASSISTANT
                 No.  I wanna know.  Really.  What could 
                 be worse than...

                           FIRE MARSHALL
                 You know what the gossip rags are going 
                 to say?  Spontaneous human combustion.

                           COP
                 What's that?

                           FIRE MARSHALL
                 That's where bodies are supposed to go up 
                 in smoke for no reason.  It's all psychic 
                 bullshit.  What really happened is called 
                 the candle effect.  A tiny fire gets 
                 started, usually from a cigarette.  It 
                 slowly smolders through the blanket and 
                 clothes until the skin starts to actually 
                 bake.  The body fat begins to melt and 
                 liquefy, fueling the fire like a slow 
                 burning candle.  It takes hours, but it's 
                 real.

       The cop makes some notes.  Behind them we see Scott, Karen 
       and Gina.  The girls have been crying, and even tough-guy 
       Scott looks pretty screwed up by all this.  The cop nods.

                           COP
                 He fell asleep while smoking.  What a 
                 waste.

       The kids shoot unbelieving looks at each other as the two men 
       walk off.

                           SCOTT
                 That's impossible.

       Scott and Karen head for the front door.

       EXT. FOSTER HOME - DAY

       A coroner's van, a fire chief's car and the now familiar mob 
       of suspicious neighbors are gathered around the front of the 
       house as the stretcher with Wesley's body is put away.  A 
       small van marked ROSEDALE GENERAL HOSPITAL pulls up and Jacob 
       jumps out of it.

       Jacob's face turns grim as a tearful Karen runs up to him, 
       Scott following.

                           JACOB
                 Who?

                           KAREN
                 Wes...

                           JACOB
                 Oh my God.  It's started.

                           SCOTT
                 He fucking burned alive.

                           KAREN
                 They said he fell asleep smoking.

                           SCOTT
                 And we all know that can't be.

                           JACOB
                 I already told you how it would happen.

       Mr. Ross appears behind the three teenagers, a wasted look on 
       his face.

                           SCOTT
                 Don't start with that shit.

                           JACOB
                 It's not shit.

                           DAVID
                 C'mon, kids.  Everyone inside.  Now.

       David leads them back to the house as the coroner's van pulls 
       away.

       INT. KITCHEN - DAY

       Jacob, Scott, Karen and Gina stand around in various states 
       of utter shock as David tries to console them.

                           DAVID
                 We have to be strong.

       He puts an arm around Karen and reaches out to put the other 
       one around Gina, but pulls away at the last minute when she 
       starts to flinch.

                           DAVID (cont'd)
                 We need to pull together and help each 
                 other.  Mrs. Ross is upstairs in bed.  
                 She's pretty messed up.  We need to help 
                 her deal with this.

                           SCOTT
                 He would never touch a cigarette.  You 
                 know that.

                           DAVID
                 We don't know anything until the 
                 authorities are finished with their 
                 investigation.  In the mean time, no work 
                 for tomorrow - three day weekend.  But 
                 Monday, it's back on the job.  Jacob 
                 wasn't covered in our health plan and his 
                 little stint at the hospital cost us a 
                 bundle.  We have to work together or we 
                 might lose this place.  Okay?

       The kids all nod, but not convincingly.  They care more about 
       Wesley than the house.

       INT. WESLEY & JACOB'S BEDROOM - DAY

       Jacob closes the door.  All the kids are here.  Gina 
       absentmindedly plays with some of Wesley's things.

                           JACOB
                 When I was put under, Freddy was 
                 released.  I know this because I dreamed 
                 it.

                           SCOTT
                 And that dream was real?

                           JACOB
                 Yes.  Wesley was his first victim.

                           SCOTT
                 Aw, man...

                           JACOB
                 You said it yourself.  How could it have 
                 been a cigarette?

                           KAREN
                 And how could he...dire that way and not 
                 wake up?

                           GINA
                     (mockingly)
                 Maybe the "authorities" will figure it 
                 out.

                           SCOTT
                 I'm sorry.  I just can't buy into this.

                           JACOB
                 Call me crazy...but I think he's after 
                 Rosedale.  The whole place.  In my dream 
                 he said something about needing a few 
                 souls to get the job done. I think he has 
                 to kill in order to get the power to suck 
                 in a new town.

                           SCOTT
                 You are crazy.

                           JACOB
                 Thank you.  There's more.  There are...
                 other people in there.  In the 
                 nightmares.

                           KAREN
                 Like him?

                           JACOB
                 No. Different.  There are three of them.  
                 They're dressed in black. They have 
                 powers like Freddy, but they seem to be 
                 on our side.

                           KAREN
                 Who are they?

                           JACOB
                 Well, you gotta hang in there with me on 
                 this one.  They call themselves... the 
                 Dream Police.

       Scott actually laughs.

                           SCOTT
                 This is too much.

                           GINA
                 You mean...like cops?

                           JACOB
                 I guess. 

                           KAREN
                 Where are they from?

                           JACOB
                 They're kids that Freddy killed years 
                 ago.  THEY don't even know how they got 
                 there.  But they're somehow patrolling 
                 dreamworld to put a stop to Krueger.

                           SCOTT
                 Then why haven't these guys done the job 
                 already?

                           JACOB
                 They say they need help.  I don't know 
                 what or why...yet.

                           SCOTT
                 I can tell you who needs help.

                           JACOB
                 Hey, I'm trying to save all of us.

                           SCOTT
                 I won't believe it until I see it.

       Jacob is crushed that he's not getting through to them.

                           JACOB
                 By then it'll be too late.  It was too 
                 late for Wesley.

       The kids stare emptily at Wesley's earthly possessions.

       EXT. FOSTER HOME - FRONT PORCH - NIGHT

       Jacob and Karen sit on the steps.  Across the street we can 
       see window curtains part as Mr. Hopkins sneaks a wary peek.

                           KAREN
                 They're going to use all this to shut us 
                 down.

                           JACOB
                 I know.  It's my fault.

                           KAREN
                 You going to try to run away again?

                           JACOB
                 It's too late for that. I have to stay 
                 and try and put a stop to it.

                           KAREN
                 I'm sorry.  It's all so hard to accept.

                           JACOB
                 I wish I could convince you of the danger 
                 you and the others are in.

                           KAREN
                 I've been in danger before. THAT I can 
                 handle.

                           JACOB
                 This is worse than anything you can 
                 imagine.

                           KAREN
                 I wouldn't be so sure about that.  Come 
                 on.  Let's go inside.

       She stands up.

       INT. KAREN'S ROOM - NIGHT

       Jacob and Karen lie in bed, clothes on, cozy.  Not sexual.  
       She stares at the ceiling while he listens.

                           KAREN
                 She was great. Loving.  Supportive, 
                 caring - everything a mom should be. 
                 Except she had one fatal flow: my father.  
                 You see, she was raised at a time when 
                 they still had the "obey" part in the 
                 wedding vows.  He was always jealous.  
                 She couldn't talk to another man without 
                 him thinking she wanted to go to bed with 
                 him.  He never hit me. But the things he 
                 did to her...and she would always just 
                 take it.  She never fought back.  He'd 
                 get drunk and...she'd tell people she 
                 just fell down or something.  Then one 
                 night...I was thirteen.  Something 
                 happened.  My mom suddenly wouldn't take 
                 it anymore.  Something made her say 
                 enough is enough.  She hit back.  Tat 
                 only made it worse.  I watched as he hit 
                 her over and over.  Then he knocked her 
                 down the stairs.  She broke her neck.  
                 And when y father saw what he'd done - he 
                 finally became human.  He cried over her 
                 body for a while, then went into the 
                 garage and blew his brains out with a 
                 shotgun.  To this day I don't remember 
                 what that final straw was.  The shrinks 
                 say I've blocked it out of my memory.  
                 There's no one else alive who knows what 
                 really happened.  I have dreams about it 
                 sometimes, but there's always that blank 
                 spot.  A missing piece.

       She stops and closes her eyes.  Jacob closes his eyes for a 
       second also - feeling her pain.

       DIFFERENT ANGLE

       Jacob opens his eyes and touches Karen's arm.  She finally 
       turns to him.

                           JACOB
                 I'm sorry.

                           KAREN
                 I know nightmares are real, Jacob.  I 
                 know.

                           JACOB
                 So did my mom.  She taught me a lot about 
                 dreams.

                           KAREN
                 Like what?

                           JACOB
                 She told me that a lot of people have 
                 special dream powers.  I inherited some 
                 from her - and some I have all to myself.  
                 She showed me how I could link up with 
                 other people's dreams - to actually be 
                 inside with them.

                           KAREN
                 That sounds wonderful.  But...I don't 
                 know...

                           JACOB
                 A little hard to imagine, huh?

                           KAREN
                 Yeah.  I'm sorry.

                           JACOB
                 I can convince you.

                           KAREN
                 How?

                           JACOB
                 Easy.  We're doing it now.

       Jacob smiles, gets up and walks over to the bedroom door.  
       Karen is confused.

                           KAREN
                 What do you mean?

                           JACOB
                 I mean we're dreaming.  You and me.  
                 Together.

       He opens the bedroom door.  And there's a FOREST OUTSIDE.  
       Karen is a little scared at first, totally blown away by 
       what's happening.  But then she stands up and smiles.

                           JACOB (cont'd)
                 Want to go for a walk?

       Karen steps up next to him and they walk through the doorway 
       into daylight.

       EXT. FOREST - DAY

       Shafts of sunlight filter through as leaves flutter down from 
       the towering trees and Jacob and Karen step out of the 
       bedroom door.

                           KAREN
                 I don't believe it.

                           JACOB
                 It's true.  We're really doing it.

                           KAREN
                 But what if I'm just dreaming of you 
                 telling me that?

                           JACOB
                 We'll compare notes when we wake up.  
                 Then you'll know.

       Karen looks around.  Then she giggles.  She likes this a lot.  
       Karen suddenly runs away into the trees like an excited 
       little girl.  Jacob frowns.

                           JACOB (cont'd)
                 Karen.  Wait.

       He heads off after her.

       AMONGST THE TREES

       Jacob runs.  Karen jumps out from behind a tree and laughs.

                           JACOB (cont'd)
                 You have to be careful.

                           KAREN
                 Did you bring us here on purpose?  Can 
                 you go anywhere you want?

                           JACOB
                 Sometimes.  It's not as easy as linking 
                 up, though.

                           KAREN
                 Wow, I never knew...

       She starts wandering off again.  Jacob follows her.

                           KAREN (cont'd)
                 You know what I like to do in my dreams?

       She ducks behind a tree.  And comes out suddenly dressed as a 
       sharp BUSINESSWOMAN.  Jacob is slightly taken aback.

                           KAREN (cont'd)
                 I like to be other people!

       Jacob grins as she steps behind another tree - and a FIREMAN 
       walks out in her place.  Jacob is really taken aback this 
       time.

                           KAREN (cont'd) (as fireman)
                 I can be anybody I want.

                           JACOB
                 Show off.

       Karen slips past another trunk and comes out as a tall 
       VOLUPTUOUS REDHEAD.

                           KAREN (AS REDHEAD)
                 When things get bad it helps to be 
                 someone else.  I use it to protect 
                 myself.  

       The redhead walks seductively towards Jacob.  He raises his 
       eyebrows as she slinks right up next to him - her ample 
       cleavage inches away from his nose.

                           KAREN (cont'd) (as redhead)
                 What do you think?

                           JACOB
                 I think I like you the way you always 
                 are.

       He smiles.

       DIFFERENT ANGLE

       And now Karen is herself again.  They're still very close.

                           JACOB (cont'd)
                 Much better.

       They look like they're about to kiss... but Karen suddenly 
       sees something that grabs her attention.

                           KAREN
                 Look!

       Jacob turns as Karen runs over to ANOTHER DOOR.  It's not the 
       one to the bedroom.  It just hangs there in space between two 
       trees.

                           KAREN (cont'd)
                 I wonder where it goes?

       She reaches for the knob and opens it.  

                           JACOB
                 Karen, no!

       But she's already stepped through.  Jacob runs up to the 
       doorway and it SLAMS in his face.  Jacob tries to open the 
       door.  It doesn't budge.  He keeps twisting the knob to no 
       effect.

                           JACOB (cont'd)
                 Karen!

       Jacob starts to pound on the door as we:

                                                            CUT TO:

       INT. KAREN'S HOME - KITCHEN

       Sixties style decore, appliances that look about twenty-five 
       years old -- not the Foster Home kitchen at all.  Karen is 
       standing in the middle of the room, completely disoriented.  
       She walks across to a counter top where she finds a framed 
       picture.

       It's a picture of HER, Karen, age thirteen.  Karen sets the 
       picture down and quickly walks back to the door she came in.

       INT. KAREN'S HOME - LOWER HALLWAY

       Karen steps out of her old kitchen expecting, hoping to be 
       back in the forest again.  Nope.  She blinks.  Then she 
       starts to walk down the corridor. 

       More pictures on the wall this time.  One of a WOMAN and 
       another of a MAN (Karen's MOM and DAD).

       Karen's sure of it now.  She's home.  The center of her worst 
       nightmares.  She creeps along to the main stairs.  And that's 
       when the NOISES begin.  A thumping from upstairs.  A CRASH, 
       like something hit the floor above.  More thumping, 
       repeatedly and then human MOANING, the sound of pain.

       Somebody is getting beaten.

                           KAREN
                 Oh no...

       Something is twisting deep inside the girl.  Her face goes 
       shallow as she slowly shuffles around to the foot of the 
       stairs...and starts to climb them.

       ON THE STAIRS

       Karen goes up, step by painful step, as the sounds of the 
       BEATING increase in their intensity.  Every hit seems to 
       touch Karen as she flinches.  She's afraid to go on - but 
       can't seem to stop.

       INT. KAREN'S HOME - UPSTAIRS HALLWAY

       Karen slowly heads for a door at the end, nervously reaches 
       out for the knob.

       INT. KAREN'S PARENT'S BEDROOM

       Karen opens the door.  What she thought she was going to see 
       was bad enough - but this is worse:

       Freddy Krueger is in the middle of the room.  In front of him 
       is a giant human-sized version of an inflatable punching 
       doll, the kind little kids hit that keep bouncing back.  But 
       the doll doesn't have the image of a clown on it.

       It's a flattened wrapped-around version of KAREN'S MOTHER, a 
       pitiful beat-up look on her plastic face.  

       Freddy SMACKS the doll - it falls to the floor - and just 
       bounces back up.  And now the face on it has a NEW BRUISE.

       THWACK!  He hits it again, CACKLING with glee.  Swoop, 
       bounce.  More bruises develop.  Krueger looks at Karen.

                           FREDDY
                 Welcome to Romper Room!

       BAP!  BOOOOING!  The face on the punching doll changes again, 
       it's even sadder now.  And it's looking at Karen.

                           KAREN
                 Why are you doing this?

                           FREDDY
                 Don't you remember?

       ZING!  Krueger whips up his finger knives.  SWOOP!  he RIPS 
       them through the plastic doll.  SISSSSSssss.  The doll starts 
       to deflate.  SKREEEEeeeee.  The escaping air sounding like a 
       human SCREAM.  Freddy turns to Karen.

       And a HAND reaches out from behind her and pulls her out of 
       the room.

       INT. KAREN'S HOME - UPSTAIRS HALLWAY

       Jacob pulls Karen away from the door and slams it shut. He 
       grabs her hand.

                           JACOB
                 Come on!

       They turn to run down the hallway, and it's CHANGED.  There 
       are now NO DOORS and NO STAIRWAY.  The only way out is the 
       bedroom door they just closed.  They stop and Jacob turns to 
       Karen.

                           JACOB (cont'd)
                 Wake up!

                           KAREN
                 What?

                           JACOB
                 You heard me.  I said wake up!

                           KAREN
                 How?  This is my old house.  How did I 
                 get here? 

       He begins to shake her.  She is confused and disoriented.  A 
       CRASH is heard at the bedroom door.  FREDDY'S COMING.

       And Jacob HITS Karen.  Nothing major.  It's a good slap, 
       nonetheless.  She stares at him unbelievingly.  He WHACKS her 
       again.

                           KAREN (cont'd)
                 Why are you doing this to me?

                           JACOB
                 This is a dream!  You have to get out of 
                 here.  I'm not hurting you, only he can 
                 really do that!  Wake up now!

       SLAP!  Karen's getting angry.  She doesn't know what she's 
       supposed to do.  KA-BLAM!  Freddy blasts through the door in 
       a shower of splinters.  He sees them and grins.

                           FREDDY
                 Gettin' kinky, huh?

       Jacob turns to Karen, raises his hand.  KA-BLAM!  Something 
       blasts through the wall across from them.  It's POWER COP.

       CRASH!  The other wall explodes.  BLADE appears in the 
       rubble.

       BOOM!  A piece of wall falls down at the end of the corridor.  
       SOUND COP steps through.

       Karen looks at all this nonsense, then at Jacob.

                           KAREN
                 I think I get it now.

       She closes her eyes and DISAPPEARS out of Jacob's hands.  The 
       DREAM POLICE stand in the hallway.  Freddy just puts his 
       hands on his hips and LAUGHS at them.

       Then Krueger lays his arms flat on his sides, takes a deep 
       breath and begins to INFLATE.  His body expands, his clothes 
       and skin stretch and flatten.  The bottom half of him getting 
       fatter.

       He turns into a giant FREDDY PUNCHING DOLL.

       Power Cop jumps in front of the plastic horror and lets loose 
       a devastating swing.  POW!  The Freddy Doll swings back and 
       BOUNCES right up again. 

       POW POW POW POW POW!  The big Dream Cop pummels away at the 
       Krueger toy as it slaps back and forth between the floor and 
       his fist until SHINK!  Two knives appear in Blade's hands and 
       SWOOP.  She swings them out.

       RIP!  The Freddy Doll tears, air blasting out in a grating 
       SHRIEK which screeches and hisses until it becomes:

       Freddy's LAUGH.  The red and green plastic flutters to the 
       ground as the evil guffaws fade away and we:

                                                            CUT TO:

       INT. KAREN'S BEDROOM - NIGHT

       Karen shakes Jacob awake.  His eyes open.  They stare at each 
       other for a few beats, then Karen frowns.

                           KAREN
                 You hit me.

                           JACOB
                 Are you hurt?

                           KAREN
                 Um...no.

                           JACOB
                 If he had done it, you'd be dead.  

       Karen is confused.  She doesn't know what to make of all 
       this.  She looks at a clock.  It's late.

                           KAREN
                 You better get back to your room.  We 
                 don't want anybody to get the wrong idea.

                           JACOB
                     (smirks)
                 Or the right one?

       Karen finally relaxes.  She smiles and playfully pushes him.

                           KAREN
                 Get out of here.

       Jacob reaches under a pillow and pulls something out.  It's 
       the framed photo of Karen, age thirteen - from her dream.  He 
       hands it to her and she looks at it in astonishment.

                           JACOB
                 That's something else my mom taught me.

       He gets up and goes to the door, turning back to her.

                           JACOB (cont'd)
                 Don't sleep.

                           KAREN
                 No.  Not tonight.

       She holds the picture tightly- staring at it with those 
       faraway eyes.

       INT. FOSTER HOME - UPPER HALLWAY - NIGHT

       Scott comes out of the bathroom in his night clothes, the 
       toilet flushing in the B.G.  He goes into his room, but stops 
       at the doorway when he hears Karen's door open.

       Scott ducks behind his door as he watches Jacob leave Karen's 
       room and head for his own.  Scott frowns.  His is not 
       pleased.

       INT. FOSTER HOME - DOWNSTAIRS HALLWAY - DAY

       David Ross is sifting through some mail when a heated 
       conversation in the kitchen catches his interest.  He stops 
       to listen.

       IN THE KITCHEN

       Karen is finally convinced, Jacob and Scott are looking like 
       they're ready to punch each other, and Gina looks scared.

                           KAREN
                 I'm telling you, this Freddy guy is for 
                 real.

                           SCOTT
                 And I'm telling you a dream is a dream.

                           KAREN
                 Jacob was in there with me.

                           SCOTT
                 And where else was he with you last 
                 night?

                           JACOB
                 What the hell is that supposed to mean?

                           KAREN
                 I have the picture in my room if you want 
                 to see it.  He brought it out from the 
                 nightmare.

                           SCOTT
                 Or from your hope chest.  I bet your bed 
                 isn't the only thing he's been into.

                           KAREN
                 That picture was destroyed years ago.

                           JACOB
                 You better watch your mouth, pal.

                           SCOTT
                 I'm the last person you want to start 
                 fucking with.

                           JACOB
                 Go ahead and be a tough guy, Scott.  
                 Krueger will cut you to pieces before you 
                 can even flex a muscle.

                           GINA
                 Will you two stop it!  You're scaring the 
                 shit out of me.

                           KAREN
                 You should be scared.

       Mr. Ross enters the room, none too pleased.

                           DAVID
                 Alright.  What's going on here?

                           SCOTT
                 Join the fun.  Jacob and Karen were just 
                 telling us about their new excuse to 
                 sleep together.

                           JACOB
                 Nothing happened between us last night.

                           SCOTT
                 You mean in plain old reality, right?

                           DAVID
                 Okay, everybody.  Out.  Jacob and I are 
                 going to have a little talk.  Now.

       Scott, Gina and Karen grudgingly leave the room.  David turns 
       to Jacob.

                           DAVID (cont'd)
                 Your days are numbered here, buster.

                           JACOB
                 I'm sorry, but...

                           DAVID
                 Hey, I don't know what kind of shit 
                 you're shoveling to these kids, but it's 
                 going to stop.  My Good Samaritan 
                 instincts have their limits.  We've had 
                 enough tragedy around this place.  We 
                 don't need you making things worse with 
                 fantasies.

                           JACOB
                 You don't understand

                           DAVID
                 And I want you to stay away from Karen.

       Jacob starts to get defiant. 

                           JACOB
                 It's a free country.

                           DAVID
                 This isn't America, it's my house.  I've 
                 been checking up on you.  You have no 
                 record with the police or the state or 
                 any of the runaway groups.  You're the 
                 invisible kid.  And if I sense even a 
                 little bit more trouble-making from you, 
                 you're going to vanish from here.  Got 
                 it?

                           JACOB
                 Yes, sir.

       David catches his breath.  He looks like he wants to say 
       more, but doesn't have the energy left.  He just walks out of 
       the room leaving a frustrated Jacob.

       EXT. FOSTER HOME - NIGHT

       Mr. and Mrs. Ross are getting into their car.  The engine 
       starts and they drive away.

       INT. JACOB'S ROOM - NIGHT

       Jacob sits in bed, staring into space.  Karen quietly enters 
       the room, carefully shutting the door behind her.

       She sits down next to him.  Jacob looks at her with weary 
       eyes.

                           JACOB
                 You're supposed to be off-limits to me.

                           KAREN
                 It's okay.  The Ross's have gone to a 
                 council meeting and Scott's in his room.  
                 We should be safe for awhile.

                           JACOB
                 Wonderful.

                           KAREN
                 Jacob, what are we going to do?

                           JACOB
                 I'm going to go to bed soon.

                           KAREN
                 Now you WANT to sleep?

                           JACOB
                 I have to find the Dream Police.  I think 
                 I'm somehow their link to all this.  They 
                 only seem to appear when I'm around.  You 
                 woke me up before I had a chance to talk 
                 to them last night.

                           KAREN
                 I'm sorry.  I was scared.

                           JACOB
                 your fault.  I have to ask them what 
                 we're supposed to do to help them.  And 
                 maybe I can protect Gina while I'm in 
                 there.

                           KAREN
                 What about Scott?

                           JACOB
                 He's on his own.

                           KAREN
                 Oh...

                           JACOB
                 I don't mean to be cold,but we've done 
                 everything to convince him.  Gina's too 
                 scared to understand.  I think Freddy 
                 will go after her next.

                           KAREN
                 What should I do?

                           JACOB
                 You have to stay awake.

                           KAREN
                 That's not going to be easy.  I'm half 
                 asleep already.

                           JACOB
                 You have to try.

       She nods her head quietly.  Then

                           KAREN
                 I'd better get out of here.

                           JACOB
                 Okay.  Be careful.

                           KAREN
                 YOU be careful.  I'm not going anywhere.

       She kisses him quickly on the cheek.  He needed that.  Karen 
       gets up and quietly leaves.  Jacob yawns

       INT. GINA'S BEDROOM - NIGHT

       Gina sits on her bed in her night clothes.  She holds a deck 
       of cards in one hand while she plays solitaire on her bed 
       sheets.

       She flips a card from her deck: A black nine.  She puts it on 
       top of a ten.  Another card.  Queen of diamonds.  She lays it 
       on top of a king of clubs.  Gina yawns.  Takes another card.

       It's the Freddy of Spades.

       Gina frowns.  Freddy Krueger's image stares up at her from 
       the card.  She looks at her stacks.  There's no place to put 
       this one.  She starts flipping through the deck of cards, 
       trying to see if there are any more Freddys.  That's when a 
       HAND RIPS UP through the bed and grabs her arm.  

       Gina SCREAMS, pulls away from the hand's grip and jumps back 
       up on the bed.  And ANOTHER HAND shoots up from a pillow and 
       grabs her shoulder.  Gina twists.

       RIP.  TEAR.  GRAB.  More hands appear out of the mattress, 
       lunging for any part of Gina's body as she SHRIEKS from their 
       touch.  And Gina jumps out of bed.

       She leaps to the other side of the room, bumping against her 
       dresser drawers.  Turns to her bed.

       SWOOP.  The multiple hands disappear down into the mattress.  
       There is a quiet beat as she catches her shivering breath.

       Then a half-dozen ARMS AND HANDS pop out from the drawers 
       next to her.  Latching indiscriminately.  Some grabbing her 
       legs and arms.  Some grabbing more intimate parts.

       Gina SCREAMS.  Pulls away from the dresser.  Yanks a few 
       drawers out as the hands vanish and she spins over to another 
       wall.

       Where the wall ERUPTS with outreaching arms all around her.  
       Two grab her hair.  Three on each arm.  Her legs are pinned.  
       Gina shrieks and yells and flays her arms.  Beating the hands 
       with her fists as two grabs her breasts viciously.  She 
       starts kicking as one particularly perverse hand BURNT AND 
       SCARRED, pops out between her legs.  Aiming right for her 
       crotch and in an incredible show of strength, the girl pulls 
       away from the horde.

       Gina heads for the door.  CRASH.  Hands blast up from the 
       wood floor.  She leaps around them.  CRASH.  More hands try 
       to block her way.

       Gina jumps around like she's in a mine field made of hot 
       coals.  She finally reaches to door and flings it open.

       INT. ELEVATOR

       Gina hits the lift's opposite wall having expected it to be a 
       hallway.  The elevator's doors close on her bedroom and she 
       turns to see:

       Freddy.  A razor finger poised over the elevator's buttons.  
       He smiles politely.

                           FREDDY
                 Going up?

       Gina is shocked and speechless.  She backs away into a corner 
       like someone trapped in a closet with the devil.  Which is 
       exactly what she is.

       Rising past the terror is Gina's realization that everything 
       Jacob's been saying is true.

                           FREDDY (cont'd)
                 At your service.

       He punches one of the buttons and the elevator LURCHES.  Gina 
       grabs onto a wall as the lift races up and Freddy actually 
       begins to WHISTLE nonchalantly.

                           GINA
                 You're not real!

                           FREDDY
                 Ah, but who is?

       The elevator begins to slow.

                           FREDDY (cont'd)
                 Fourth floor.  Overpopulation.

       The elevator stops.  The doors begin to open.  Gina leaps for 
       the way out.  But she's blocked.

       Blocked by PEOPLE.  They fill the entrance to the lift and 
       start to pile in.  All kinds of people: businessmen, nurses, 
       plumbers.  And they're all ZOMBIES.

       Vacant expressions fill their dark hollow eyes as the zombies 
       keep coming in.  Pushing Gina back into the elevator.  
       Filling it to capacity and beyond.

       The doors close and the elevator starts to move up.  Twenty 
       bodies are crammed into the tiny enclosure, smashed together, 
       surrounding the poor teenager, drool oozing out of their 
       mouths, breathing down her neck.  SMASHING her so hard she 
       can't even yell for help.  Gina turns her head.

       WESLEY is pressed up next to her.  A very dead look on his 
       face.  Begin squeezed by the zombies around him.  One of his 
       eyes POPS out of its socket.

       Gina finds the breath to scream and scream and scream.

                           FREDDY (cont'd)
                 Eight floor - the morgue.  

       The elevator doors open and the mass of zombies starts to 
       spastically pile out.  Gina, having only been held up by the 
       crushing bodies, falls to her knees as the last of the 
       monsters exit the lift.  She breathes in ripping gasps like 
       she's having a coronary.  But she sees the open door.  And 
       Gina jumps for the exit.

       Freddy grabs her shoulder and pulls her back violently.  Gina 
       falls to the floor again as the doors shut.  Freddy waves his 
       fingers down the row of buttons and stops above the very 
       bottom one.  This button doesn't looks like the others.  

       It's in the shape of a little heart.

       Freddy turns and gives Gina a frighteningly serious look.

                           FREDDY (cont'd)
                 Time to go down, Gina.

       He presses the heart button.  And the floor disappears.  Gina 
       falls SCREAMING into blackness as Freddy hangs in mid-air and 
       LAUGHS.  

       INT. HONEYMOON SUITE

       Gaudy colors, mirrors, a cheesy heart-shaped bed.  Gina's 
       body drops down, unexpectedly softly, landing on the fluffy 
       satin sheets.

       she's dressed in a skimpy piece of bright pink LINGERIE.  She 
       moans and tries to sit up.

       And four snake-like strips of satin swoop out from under the 
       bed and quickly wrap around each of her limbs, pulling her 
       down and yank her tight.

       She's trapped.  That's when the door to the room opens and in 
       walks an incredibly huge FAT MAN.  He barely fits through the 
       door as he closes it behind him.  Puffy cheeks, permanent 
       seat, dirty fingernails, and a lecherous smile.

       Gina's eyes widen.

                           FAT MAN
                 Hi there, princess.  Your mom's told me 
                 all about you.

       Gina SCREAMS as he approaches her, the ground actually 
       shaking from his weight.

                           FAT MAN (cont'd)
                 She said you're even better than she is.

       He looms above her, now.  Starts to unbutton his shirt to 
       reveal a hideous mound of hairy stomach flesh.  Gina is 
       repulsed.

                           FAT MAN (cont'd)
                 Aw, come on.  I'm really a nice guy.  You 
                 know what they say.  Inside every fat 
                 person...

       RIP! Krueger's finger blades JUT out of the abdomen ad start 
       tearing a huge SLIT up the front of his body.  The Fat Man 
       starts to fold back as Freddy's head pops out of the front.

                           FREDDY
                 ...is a maniac trying to get out!

       Freddy steps out of the Fat Man, sluffing the bulbous remains 
       aside.  He towers over Gina.  That creepy serious look on his 
       face again.

                           FREDDY (cont'd)
                 Now it's time for YOU to put out, Gina.

       Gina gasps in horror as Krueger moves in.  But then a KNOCK 
       at the door.  

                           ROOM SERVICE (O.S.)
                 Room service?

                           FREDDY
                 Huh?  I didn't order anything...

       Freddy frowns and walks over to the door.  He turns back to 
       Gina. 

                           FREDDY (cont'd)
                 Maybe its complimentary champagne!

       Krueger opens the door.  On the other side is a dinner cart 
       and a waiter behind it.  The waiter is JACOB.

       CRASH!  Jacob shoves the dinner cart into the room and into 
       Freddy's gut, shoving Krueger across the room into a tumbled 
       heap.  Three EXPLOSIONS OF LIGHT BURST into the room.  The 
       Dream Police materialize.

       Freddy jumps up growling.  Power Cop grabs him from behind.  
       Blade leaps over to the bed and in a FLASH of steel, releases 
       Gina from her satin bonds.  Jacob yanks Gina off the bed and 
       pulls her towards the door.

                           JACOB
                 Come on!

       Freddy jumps out of Power Cop's grip and the Dream Police 
       surround him as the two teenagers bolt out of the room.

       INT. HOTEL HALLWAY

       Jacob pulls Gina along as the hotel room door SLAMS shut by 
       itself.  Gina yells at Jacob.

                           GINA
                 Let go of me!

       She squirms out of Jacob's grip and bounces away from him 
       like he has the plague.  CRASHING is heard from the hotel 
       room.  A violent battle is under way.  Jacob pleads with 
       Gina.

                           JACOB
                 I'm here to help!

       He holds out his hand to her.  Gina shivers, than looks into 
       Jacob's sincere eyes.  SOUNDS of destruction continue behind 
       the door as the girl battles with her worst fear.  Finally 
       Gina takes Jacob's hand.

                           GINA
                 Let's get out of here.

       They start running down the corridor - together.

       INT. HONEYMOON SUITE

       The entire room is filled with SWIRLING DUST and SMOKE, 
       completely obscuring everything from sight.  As the sound of 
       BREAKING FURNITURE and grunting fighters echoes, a few pieces 
       of debris bounce into view.

       And then there is SILENCE.

       The dust settles and the smoke dissipates.  The DREAM POLICE 
       stand alone in the rubble of a totally trashed room.

                           POWER COP
                 Where'd he go?

                           SOUND COP
                 I thought you had him. 

                           BLADE COP
                 Shit...

       Krueger has escaped.

       HOTEL CORRIDOR

       Jacob runs, Gina trailing behind him, the two of them trying 
       to find a way out.  They pass a door.

       The door SLAMS open and Freddy reaches out, grabs Gina and 
       yanks her into the room.  The door BANGS shut.

       Jacob twirls around and runs towards the door.

       And the door DISAPPEARS.  Nothing but flat wall remains as 
       Jacob hits it.  He starts banging his fist against the side 
       of the corridor.

                           JACOB
                 No no no no!

       The Dream police run up next to him.  Jacob spins around 
       angry.

                           JACOB (cont'd)
                 He's got Gina!

                           SOUND COP
                 Stand back.

       Everyone backs off.  Sound Cop opens his mouth.  BOOM!  An 
       almost visible sound wave bursts forth from his lips and 
       CRACK, a huge hole is punched in the wall.

       The Police leap into the hole, quickly followed by Jacob.

       INT. HOTEL ROOM

       This one's pretty normal.  Maybe the business suite.  And 
       it's EMPTY except for a heart-shaped box of candy in the 
       middle of the bed.  Jacob and the rest of the Police watch as 
       Blade picks up the box and opens it.  Dozens of COCKROACHES 
       pour out onto the floor.  Now Jacob's really pissed.

                           JACOB
                 You let him get away!

                           SOUND COP
                 It's difficult.

                           POWER COP
                 He's been at this longer than we have.

                           BLADE COP
                 He can do anything.

                           SOUND COP
                 But we have to catch him in the act to 
                 get him.

                           JACOB
                 What...there are rules to all this?

                           SOUND COP
                 They're not rules.

                           POWER COP
                 It's just the way it is.

                           BLADE COP
                 Jacob, we need you to bring the rest 
                 together.

                           JACOB
                 The rest?  You mean the kids at the home?

                           BLADE COP
                 Yes.  We need as many of you as we can 
                 get.  And you must bring them to 
                 Springwood.

                           JACOB
                 How?

                           BLADE COP
                 You have the power to link your dreams 
                 with other's.  Dream of Springwood, then 
                 bring the rest with you.

                           SOUND COP
                 Living souls are what he thrives on.  
                 Living souls are what we need to help 
                 stop him.

                           POWER COP
                 Before it's too late.

                           BLADE COP
                 Before he takes everyone.

                           SOUND COP
                 And every THING.

       Jacob just shakes his head.

       INT. LIMBO

       All is BLACK.  Except for Freddy and Gina.  He has her from 
       behind, his hands locked on her shoulders.

                           FREDDY
                 Ah...alone at last.

       Gina cries horribly like a person who knows death is seconds 
       away.  Freddy wraps his arms around her, hugging her.

       And he KEEPS wrapping his arms.  They STRETCH and elongate, 
       wrapping once around his body and then around her's again.

       And then again.  Freddy's rubber limbs curl around and around 
       an around Gina's quivering body.  Spiraling up and down.  
       Encircling on all sides on every part of her, touching and 
       grabbing her EVERYWHERE.

       Until Krueger's arms cover her entirely.  Gina whimpers.

                           FREDDY (cont'd)
                 Touching, isn't it?

       And he starts to SQUEEZE.  Gina gags as Freddy's snake-like 
       embrace TIGHTENS around her, draining the life out of Gina's 
       body.

       INT. JACOB'S BEDROOM - NIGHT

       Jacob wakes with a start as the entire house around him 
       shakes.

                           JACOB
                 Gina!

       Jacob jumps out of bed.

       INT. FOSTER HOME - UPPER HALLWAY

       Jacob dashes down the corridor.  Karen comes out of her room.

                           KAREN
                 Is it an earthquake?

                           JACOB
                 No.  It's Freddy.

       They run to Gina's room and fling the door open.

       INT. GINA'S BEDROOM

       The RUMBLING of the house has stopped.  Gina's in bed, her 
       tongue sticking grotesquely out from the corner of her mouth, 
       her skin completely blue.  Jacob and Karen run to her to try 
       and help.

       Gina's already dead.  But Freddy's not quite done with her 
       yet.  Jacob and Karen watch as Gina's chest CAVES IN.  Karen 
       SCREAMS.

       EXT. FOSTER HOME - EARLY MORNING

       The coroner's back, the neighborhood gawks.  Jacob, Karen and 
       Scott sit on the front steps in a daze.

       But this time there are police barricades up.  In another 
       part of the front yard we can see Mr. and Mrs. Ross with a 
       social worker, MR. SILVERMAN.  Mary Ross is crying while her 
       husband David is having a heated argument with Silverman.

       The kids watch on gloomily.

       The social worker leaves as Mr. Ross walks over to the kids.  
       Mary walks right by them and into the house - to broken up 
       over something to talk.

                           DAVID
                 Pack your bags, kids.

                           JACOB
                 You're kicking us out?

                           DAVID
                 No.  They're taking you away.  They say 
                 it's for your own good.

                           KAREN
                 They can't do that.

                           DAVID
                 Yes, they can.  They consider Mary and I 
                 possibly unfit to act as foster parents.  
                 They're going to find temporary homes for 
                 you until this mess is straightened out.  
                 I'm so very sorry.

       Karen runs up to David and hugs him desperately.  He holds 
       her.

                           KAREN
                 No, please.

                           DAVID
                 They're not calling it an accident this 
                 time.  They don't really know what to 
                 call it.

       Karen lets go.  Scott stands up.

                           SCOTT
                 What's going to happen to us?

                           DAVID
                 You'll be alright.

                           KAREN
                 What's going to happen to you?

                           DAVID
                 I don't know.  They're thinking of 
                 pressing charges.  

                           JACOB
                 Aw, Jesus...

                           DAVID
                 Come on.  A car from juvenile hall will 
                 be here in an hour.

       He leads them up the stairs.

       EXT. JUVENILE HALL - DAY

       A sign reads: ROSEDALE YOUTH CENTER.

       INT. OFFICE - DAY

       Mr. Silverman, the social worker, is talking to the 
       teenagers.  Karen and Scott look understandably worried.  
       Jacob looks like the world just ended for him.

                           MR. SILVERMAN
                 I'm sure most of you know how this works 
                 already.  You'll be assigned new foster 
                 homes tomorrow afternoon.  Tomorrow 
                 morning the police will be talking to you 
                 regarding the matter at the old house.

                           KAREN
                 What about it?

                           MR. SILVERMAN
                 Anything you know.

                           SCOTT
                 Are we considered suspects?

                           MR. SILVERMAN
                 You'll talk to the police about that.  
                 Don't worry.  We'll all try and work this 
                 out.

                           KAREN
                 Will we be able to go back to the Ross's?

                           MR. SILVERMAN
                 I don't know.  You'll have a place to 
                 stay in the mean time.

                           KAREN
                 Will we be together?

                           MR. SILVERMAN
                 No.  We don't have anybody willing to 
                 take more than one person.  I'm afraid 
                 you'll be split up.

                           SCOTT
                 Great...

                           MR. SILVERMAN
                 Hey, you can visit each other.  You'll be 
                 in the same town.

                           JACOB
                 If it's still here.

       Silverman frowns at that last comment as the kids get up to 
       leave.

       INT. JUVENILE HALL CORRIDOR

       The teenagers walk glumly out of the office.  Jacob is still 
       strangely silent, not making eye contact with anyone.

                           KAREN
                 Jacob, what are we going to do?

                           JACOB
                 Nothing.

                           KAREN
                 What do you mean, nothing?

                           JACOB
                 It's over.  We're finished.  He's won.

       Jacob walks on ahead of them.  Karen is flabbergasted.  She 
       stops and just stands there with Scott.  The two of them 
       watching Jacob walk away.

                           SCOTT
                 Looks like your hero just gave up.

       And Karen still can't believe it.

       EXT. JUVENILE HALL COURTYARD - DUSK

       Jacob is sitting on a bench looking like a beaten man and 
       hating himself for it.

       Karen and Scott step out of a door.  They watch him for a few 
       seconds.  Then Karen walks towards Jacob.  Scott stays behind 
       and lights up a cigarette.

                           KAREN
                 How can you do this?

                           JACOB
                 Do what?  I'm not doing anything.

                           KAREN
                 Exactly.  After all we've been through 
                 you just throw in the towel.  Why?

                           JACOB
                 Because we're fucked.  The last thing the 
                 Dream Police told me was that they needed 
                 all our help.  Together.  Even if we 
                 weren't about to be split up there aren't 
                 enough of us left to make a difference.

                           KAREN
                 How do you know that?

                           JACOB
                 I don't.  But, it's all just too much.  
                 I've tried so hard and nothing's worked.  
                 I'm spent.  I'm wasted.  I'm...I'm so 
                 tired.

       Jacob puts his face in his hands.

                           JACOB (cont'd)
                 I've had enough.

                           KAREN
                 So you're just going to give up?  I'll 
                 bet that's something your mother never 
                 taught you.

       That hit home.  Jacob uncovers his face.  His ID bracelet 
       dangles from his wrist.  He looks at the bracelet.  ALICE 
       glints in the setting sunlight.  He remembers.  Jacob looks 
       up at Karen.

                           KAREN (cont'd)
                 We still have one night together.

                           JACOB
                 And we're not going to waste it.

       Jacob stands up.

       INT. JUVENILE HALL LOUNGE - NIGHT

       Jacob paces back and forth in front of Scott and Karen.

                           KAREN
                 Scott, we need you.

                           SCOTT
                 Look, I don't know what's going on 
                 anymore.  Two of my friends die and now 
                 you tell me I have to drop into dreamland 
                 with you guys to do battle with the dude 
                 that did it.

                           JACOB
                 We'll have help.

                           SCOTT
                 Ah, yes.  I almost forgot.  The Sleepy 
                 Squad.  Alright.  I'll make you a deal.  
                 I told you I wouldn't believe this stuff 
                 unless I saw it.  If I understand this 
                 correctly, all I have to do is fall 
                 asleep and you just whisk me into the 
                 action.

                           JACOB
                 Right.

                           SCOTT
                 Okay.  If that happens, if both of you 
                 show up in my dream, I'll help you out.  
                 If nothing happens, then I'll get a good 
                 night's sleep and laugh at you in the 
                 morning.

                           JACOB
                 Fine.  You got a deal.  And you won't be 
                 disappointed.

                           KAREN
                 I'm going to be sleeping in the girl's 
                 dorm.  Will you be able to bring me in?

                           JACOB
                 I hope so.  Then I got to make sure we 
                 all end up in Springwood.

                           SCOTT
                 The old stomping ground?

                           JACOB
                 Yeah.  Only right now it's not a very 
                 pretty place.

                           KAREN
                 What do we do when we get there?

                           JACOB
                 Play it by ear.  And try and stay alive.

       A SOCIAL WORKER sticks his head into the lounge.

                           SOCIAL WORKER
                 Half hour til lights out, everyone.

       The kids get up and start for the door.

                           JACOB
                 Off we go.

                           SCOTT
                 Into the wild black yonder.

       Scott shakes his head as they leave.

       INT. KAREN'S DORM ROOM - NIGHT

       Karen lies in bed, under the covers.  She holds the picture 
       of herself, thirteen years old.  She stares at it.  Still 
       that missing piece.

       Karen puts the picture on a nightstand and closes her eyes.

       INT. SCOTT & JACOB'S DORM ROOM - NIGHT

       Scott lies on the top of a set of bunk beds.  Jacob is on the 
       bottom and already looks asleep.

       ON SCOTT

       He's still awake.  Maybe he's starting to believe some of 
       Jacob's ramblings, because he nervously fidgets in bed.

                           SCOTT
                 Freddy Krueger.  Yeah, right.  Years ago 
                 some sicko gets fried and now he comes 
                 back to stick it to you when you're 
                 snoozing.  Stupid bedtime story.

       he sighs, looks at his wrist, but his watch isn't on.  Then:

                           SCOTT (cont'd)
                 Hey, Mr. Creepoid, you still up?
                     (a beat)
                 Yo, Jacob?

       There's still no answer.  Scott rolls and peeks over the edge 
       of the bunk bed.  And Jacob's not there.

                           SCOTT (cont'd)
                 Huh?

       Scott sits up, looks around.  And FALLS right through the 
       middle of his bed, NOT appearing underneath the top bunk.  He 
       just disappears.

       EXT. NIGHTMARE SPRINGWOOD - SOUTH STREET - NIGHT

       Scott falls out of a tree and lands with a THUD.  He groans, 
       slowly gets to his feet and takes in his surroundings.

       The road is dark and desolate.  The street lights emit a grim 
       brown glow and there are no stars or moon in the sky.

       SOUNDS echo through the trees and buildings.  Weird MOANS, 
       odd GURGLINGS, eerie WHISPERS, and an occasional unearthly 
       HOWL.

       This does not comfort Scott.

                           SCOTT
                 Oh, this is lovely.

       He starts cautiously walking down the sidewalk.  SOMETHING 
       flies by with a FLAPPING.  Scott ducks.  Was it a bird or a 
       bat or what?  It's already gone.

       Then a craggy voice calls out from behind a tree.

                           BUM
                 Hey, buddy?

                           SCOTT
                 Yeah, what?

       Scott is understandably jumpy.  The dark figure of a BUM 
       starts walking towards him.  Scott backs away.

                           BUM
                 Can you spare some change?

                           SCOTT
                 Um, well, let me see...

       Scott starts sifting through his pockets, and the BUM steps 
       out into the light.

       He has THREE EYES and a HUMP BACK.  Scott YELPS.

                           SCOTT (cont'd)
                 Holy Jesus Christ.

       The Bum grins and Scott starts stumbling away, his voice 
       trailing off:

                           SCOTT (cont'd)
                 I'll catch you next time, buddy.

       The mutant bum belches.

       EXT. NIGHTMARE SPRINGWOOD - PARNELL AVE. - NIGHT

       Karen rounds a corner.  She walks nervously down the middle 
       of the street.  There are no cars, and she wants to keep as 
       far away as possible from the houses on either side. 

       There is a CREAKING sound from one of those houses.  Karen 
       turns her head to look.

       A craggy OLD WOMAN is rocking back and forth on her front 
       porch.  She's eating something, something stringy and slimy.  
       She munches away with a vacant look in her eyes.

       The something in her hands MOVES slightly.  The old woman's 
       meal is still alive.

       Karen gags and walks faster.  And a PANTING sound is heard, 
       like two dogs.  Someone is walking their pet down the 
       sidewalk.  

       It's the MUTANT WOMAN from Jacob's opening nightmare: 
       straggly hair, oozing sores, limping.  The source of the 
       multiple paintings is her single dog, all two heads of it.

       The mutant woman waves unpleasantly at Karen.  Karen whimpers 
       and starts to RUN.

       WITH KAREN - RUNNING

       She stumbles quickly down the street.  We catch fleeting 
       glimpses of other horrors, twisted shapes, bent shadows.  

       Karen rounds a corner, and SCREAMS when she bumps into 
       someone.  It's Scott, out of breath from his own sprinting.

                           KAREN
                 Scott!  You're here.

                           SCOTT
                 Yeah.  Fun town.  Talk to any of the 
                 neighbors, yet? They're a swell bunch of 
                 folks.  

                           KAREN
                 Uh-huh.  Real friendly, too.

                           SCOTT
                 So this is a dream?

                           KAREN
                 And I'm in it with you.  Convinced?

                           SCOTT
                 Maybe I'm just dreaming bout being here 
                 with you.  Wouldn't be the first time.

                           KAREN
                 Nope.  I tired that one already.  Doesn't 
                 work.  Come on, we have to find Jacob.

       Scott nods and they take off down the street.  A cat with 
       three tails slithers by.

       EXT. NIGHTMARE SPRINGWOOD - MAIN STREET - NIGHT

       Jacob is standing motionless in the middle of the road.  He 
       stares down into the darkness, a wooden expression on his 
       face.

       Karen and Scott are running up behind him.

                           KAREN
                 Jacob!  Thank God!

                           SCOTT
                 So this is the place, huh?

       Jacob's eyes are steady.  He hasn't yet acknowledged the 
       other's presence.  He eyes are fixed on the gloominess in 
       front of him.  A look of vengeance beginning to grow as our 
       SHOT MOVES IN on him.

                           JACOB
                 I'm home.

       Karen and Scott are next to him now.  They stand silently 
       with Jacob for a few seconds.  Then:

                           KAREN
                 What now?

                           JACOB
                 Scott, are you with us?

                           SCOTT
                 A deal's a deal.

                           JACOB
                 Then we wait.

       And not for long.  FLASH!  In three bursts the Dream Police 
       appear directly across from the teenagers.  Scott and Karen 
       jump back.  Jacob hold his ground.

                           SCOTT
                 Whoa!

       The threesomes stand face-to-face in two parallel rows.

                           SCOTT (cont'd)
                 Nice outfits.

                           POWER COP
                 Is this all?

                           JACOB
                 All that's left.

                           SOUND COP
                 It'll have to do.

                           SCOTT
                 We can always come back later.  Like when 
                 it's daytime.

                           POWER COP
                 It's always night here.

                           JACOB
                 What's the plan?

                           BLADE COP
                 We need you to draw him out.

                           SCOTT
                 Terrific.  We're supposed to be bait.

                           SOUND COP
                 Essentially.

                           JACOB
                 Then let's do it.

       KABOOOOOOOOM!  A huge BRICK WALL, ten feet high and spreading 
       out across the street and through the houses, BLASTS up from 
       the asphalt.  Right between the Police and the kids.

       ON THE DREAM POLICE SIDE

       The three cops crouch into battle positions.

       ON THE TEENAGER'S SIDE

       The three of them have hardly any time to react before three 
       perfectly round HOLES open up underneath each of them.

       And Scott, Jacob and Karen fall into darkness.

       ON THE DREAM POLICE SIDE

       Sound Cop stands up and his body begins to VIBRATE.  A new 
       noise emits from his mouth: a HIGH PITCHED SQUEAL.

       And like the walls of Jericho, the bricks in front of them 
       fall apart and tumble to the ground.  Dust settles and the 
       Police walk over the rubble to the other side.  The kids are 
       gone.

                           BLADE COP
                 Fan out.

       The Dream Police break formation and scatter.

       EXT. A STREET

       A hole opens up in the road and WHOOSH, KAREN is elevated up 
       into the scene and the hole seals up instantly.

       She jumps  a few feet and drops to her knees, holding onto 
       the ground.  She looks up at a street sign.  It reads: ELM 
       ST.  Karen stands up and heads down the road.

       EXT. ROCHESTER AVE.

       Another hole, and VOOM, Jacob is shot up into the street.  He 
       spins around, trying to get his bearings.  It doesn't take 
       him long.  He knows exactly where he is.

                           JACOB
                 Oh no...

       He starts to run and we FOLLOW him.

       Jacob jumps over a procession of RATS making their way across 
       the street and just keeps on sprinting.  Until he reaches a 
       certain house.  He catches his breath as he looks at the 
       building, pain registering on his face.

                           JACOB (cont'd)
                 Mom...

       Jacob runs towards the house as our shot MOVES IN CLOSE to 
       the mailbox and ate name printed across it.  It reads 
       JOHNSON.

       INT. NIGHTMARE JOHNSON HOME - ENTRYWAY

       Jacob bursts through the door.  He turns on a light switch.  
       A lamp SPUTTERS into semi-life, and keeps sputtering, casting 
       a candle-like glow over the interior.  

       Cobwebs and dust cover everything.  Rats and tarantula 
       spiders skitter about.  Jacob grits his teeth and walks in 
       deeper.

       EXT. SPRINGWOOD TAVERN

       Scott BLASTS out of the asphalt.  He staggers for a few 
       seconds from the ride, then looks at the building in front of 
       him.  A puttering neon sign, ÔSPRINGWOOD TAVERN', marks the 
       local saloon.  Muffled MUSIC and VOICES seep through the 
       cracks of the double doors. 

       Scott looks around, then shrugs.  He heads for the entrance.

       INT. SPRINGWOOD TAVERN

       Dump is too clean a word, dive is too nice, abomination is 
       more like it.  A greenish haze covers everything.  Instead of 
       sawdust on the floor there is a collection of debris that 
       looks like a compilation of human teeth, crushed bugs, and 
       pools of unmentionable goo.

       Then there's the people.

       Imagine any profanity, any obscenity,any blasphemy, add them 
       all up - then double them.  It wouldn't even come close to 
       the patrons of this joint.

       They dance, they yell, they drink bloody bubbling mixtures.  
       There's a guy to the right that doesn't seem to mind that 
       half his brain is showing.  That girl over there has no jaw.  
       In a booth is a couple that are connected at the lips.  A 
       ventriloquist on stage is entertaining the troops with his 
       hand up the back of a real body.

       Scott steps through the door and blinks about a dozen times. 
       Then he decides that the smart course of action is to turn 
       around and go right back out.

       A MUTANT BOUNCER, half his face a skull, blocks Scott's way.

                           MUTANT BOUNCER
                 Two drink minimum.

                           SCOTT
                 Ah, that's okay.  I think I'm underage, 
                 anyway.

                           MUTANT BOUNCER
                 Two drink minimum.

                           SCOTT
                 No, really.  I'm driving.

                           MUTANT BOUNCER
                 Two drink minimum.

       The bouncer with the limited vocabulary seems adamant.  Scott 
       backs off and turns around.  He carefully moves forward.  A 
       MUTANT WAITRESS with three breasts slips next to him.

                           MUTANT WAITRESS
                 Can I get you anything?

                           SCOTT
                 That's okay.  I'll just sit at the bar.

                           MUTANT WAITRESS
                 Alright, honey.  You call if you need 
                 anything.

                           SCOTT
                 You bet.  You'll be the first to know.

       Scott turns away, trying to keep his eyes in their sockets.  
       He slides up to the bar next to a MUTANT BUSINESSMAN.  The 
       man's head is on backwards, his arms lean on the bar while 
       his face looks out into the crowd.  He has to twist his neck 
       to sip his vile drink.

       A BARTENDER, surprisingly normal-looking, steps up to Scott.

                           BARTENDER
                 What'll it be?

                           SCOTT
                 Um, a beer, I guess.

       The bartender fills a twisted glass with a sickly brown 
       liquid.  Chunks of matter float amongst the foam.  Scott 
       takes the drink warily and looks up at the businessman next 
       to him.  The mutant smiles at him.

                           BARTENDER
                 Go on.  Puts hair on your back.

                           SCOTT
                 And that's all?

       The bartender returns.  Holds one of those half pineapple 
       type drinks in his hand, except this one has the back end of 
       a wriggling lizard sticking out of mucousy fluid under a tiny 
       umbrella.  He gives it to Scott.

                           SCOTT (cont'd)
                 That's okay, this'll be plenty.

                           BARTENDER
                 No charge.  Compliments of the man at the 
                 end of the bar.

       The bartender walks away and Scott cranes his head to look 
       down the bar.

       SCOTT'S POV

       The crowd blocks his view, but we can see a gloved hand with 
       four blades strapped to it tapping nonchalantly on the 
       surface of the wood.

       BACK TO SCOTT

       He picks up his drinks, holding the moving one at arm's 
       length, and heads down the bar.

       AT THE END OF THE BAR

       sits Freddy Krueger.  He sips coolly on some hideous 
       concoction as Scott sits down in the chair next to him and 
       lights a cigarette, trying to look equally cool.

                           FREDDY
                 Welcome to my favorite haunt.

                           SCOTT
                 So you're the man.

                           FREDDY
                 At your service.

                           SCOTT
                 What's on your mind?

                           FREDDY
                 A deal.

                           SCOTT
                 A deal's what got me into this.

                           FREDDY
                 Bring Jacob to me.

       Scott, valiantly holding on to his nerve, raises an eyebrow.

                           SCOTT
                 What's in it for me?

                           FREDDY
                 Power.  You don't need to hang out with 
                 those losers. You're a take-charge kind 
                 of guy, Scott.  Like when you took charge 
                 of your father.

       Suddenly Freddy is spinning a gun on the bar with his free 
       hand.  Scott grimaces.

                           SCOTT
                 Leave my father out of this.

                           FREDDY
                 I'll make you mayor of Rosedale.

                           SCOTT
                 After you make it look like this?

                           FREDDY
                 You can have Karen.

       That was Freddy's trump card.  It really hits a nerve in 
       Scott.  Karen's everything he's ever wanted.

                           SCOTT
                 Alive?

                           FREDDY
                 Any way you want her.

                           SCOTT
                     (after a beat)
                 Okay.

                           FREDDY
                 Shake?

       Krueger holds out his knives.  Scott shakes his head.

                           SCOTT
                 No thanks.  I trust you.

       Freddy laughs.

       INT. NIGHTMARE JOHNSON HOME - ALICE'S BEDROOM

       Jacob opens the door into darkness.

                           JACOB
                 Mother?

       He turns on the light and a RED HAZE blankets the room.  
       Jacob looks up.  The dish-like ceiling lamp is filled with 
       blood.

       Jacob walks into the room, tears welling.  He walks by 
       Alice's vanity, her makeup still sitting there as if she 
       might show up and use it at any moment.

       He steps up to a wardrobe closet and touches the edges of it 
       lightly.  He reaches out and slowly, almost reverently, opens 
       the doors. 

       Dozens of writhing SNAKES drop out of the closet and slither 
       onto the ground.

       Jacob jumps back and SCREAMS.

       Then he just stands there in the middle of the teaming 
       reptile mass, not giving a shit anymore, going insane.  His 
       fists clenched, his head tilted back, as he YELLS into the 
       air like a wolf baying at the moon.

       EXT. SPRINGWOOD TAVERN

       Scott steps off the sidewalk and looks up and down the 
       street.  He thinks and we MOVE IN on him.

                           SCOTT
                 Mayor of Rosedale.

       Scott sneers.

                           SCOTT (cont'd)
                 What a crock of shit.

       We PULL WIDER as Scott cups his hands around his mouth.

                           SCOTT (cont'd)
                 Hey!  He's over here.  Yo!  Dream Police.  
                 Hello!  Come on.  Move you collective 
                 asses.

       CLOSE ON SCOTT

       He puts his hands on his hips and sighs.

                           SCOTT (cont'd)
                 Never a cop around when you need one.

       GLITCH! a stabbing sound of flesh, and Scott JERKS violently 
       as our shot PULLS BACK to reveal:

       Freddy behind Scott, his deadly fingers buried in the boy's 
       back.  Scott chokes on his own blood as Krueger growls.

                           FREDDY
                 I hate a snitch!

       Freddy pulls out his blades as Scott falls forward and with 
       his final breath utters:

                           SCOTT
                 Eat shit...

       His body hits the ground with a THUD as a sudden ROAR fills 
       the air.  Freddy looks around for its source.  And Sound Cop 
       drops down on him with a SMACK.

       The two of them tumble, then both jump up. Freddy laughs.  
       Sound Cop looks down at Scott's body, then back up at 
       Krueger.  His body is shaking with fury,and he opens his 
       mouth.

       The loudest sound yet comes from Sound Cop.  KABOOM!  A blast 
       of air at Mach 3 smacks into Freddy and sends him sailing 
       back, SMASHING right through the Tavern wall.

       INT. SPRINGWOOD TAVERN

       Freddy flies sideways, right through the bar, destroying 
       chandeliers as he careens through and punches yet another 
       huge hole through the opposite wall.

       The nightmarish customers don't even seem to notice.

       INT. NIGHTMARE JOHNSON HOME - ENTRYWAY

       Jacob is shuffling down the stairs as a SONIC BOOM of noise 
       echoes through the streets outside.

       He knows exactly what that sound means as we MOVE IN on his 
       face.

                           JACOB
                 Krueger...

       Jacob races for the front door.

       INT. SPRINGWOOD TAVERN

       The dust is just starting to settle as a THUD is heard coming 
       from the hole in the opposite wall.  Quickly followed by 
       Freddy's soaring body.  Krueger SMASHES into some tables and 
       slides across the floor.  Power Cop steps through the hole, 
       his fists clenched.  Freddy stands up and dusts himself off.

                           FREDDY
                 Lighten up, bone brain.

       Power Cop has no intention to.  He bolts over, grabs Krueger, 
       raises him over his head like a wrestler, slams him down on 
       the bar, and SHOVES Freddy, knocking glasses and ashtrays 
       aside until he SMACKS into yet another poor wall.

       Krueger barely gets back on his feet when Power Cop is right 
       on him again.  The big man in black SWINGS, but this time 
       Freddy DUCKS.  CRACK! a support column bursts into dust.  
       Freddy twirls around.  And the two of them start to PUNCH 
       each other.

       It's a barroom brawl between non-humans as Power Cop and 
       Freddy Krueger exchange multiple blows.

       SMACK SMACK SMACK!  Freddy nails Power Cop, whose head barely 
       seems to budge from the hits.

       POW POW POW!  Power Cop lays into Krueger, sending him 
       spinning and tumbling only to pick him up and start the 
       process all over again.

       This goes on for a while, and Krueger is losing.

       The mutant bouncer finally steps up to Power Cop to try and 
       put a stop to all this.

                           MUTANT BOUNCER
                 Take it outside!

       CRUNCH!  Power Cop puts a stop to the bouncer with a vicious 
       elbow in the chest.  All this gave Freddy a few seconds to 
       grab a chair and crack it ineffectually over the Cop's head.  
       The pummeling begins again.

       THWACK THWACK THWACK!  Power Cop is punching Freddy towards 
       the door.

       EXT. SPRINGWOOD TAVERN

       Like in an old wester, Krueger flies out of the double doors 
       and somersaults onto the pavement.  Sound Cop is a few yards 
       away knelt down next to Scott's dead body.  He looks up as 
       Freddy sneers.

                           FREDDY
                 No more playing around.

       Freddy raises his left fist and it begins to EXPAND.  It 
       grows like an inflated beach ball, except it doesn't look 
       soft at all.  Freddy slides up to the side of the entrance, 
       and raises his giant hammer hand.  Power Cop steps through, 
       looking for blood.  Sound Cop tries to warn him.

                           SOUND COP
                 Kincaid!

       Too late.  BAM!  Freddy's fist slams down on Power Cop's 
       head.  He's actually shoved down into the ground a full two 
       feet - trapped at the legs.

       BAM!  Freddy hits him again.  Power Cop is down to his thighs 
       and he can't get out.

       A RUMBLING is heard.  Freddy turns to see Sound Cop starting 
       to open his mouth.  Krueger instantly reaches down and grabs 
       a brick from the rubble and THROWS it at Sound Cop.

                           FREDDY
                 Put a lid on it!

       THUNK!  The brick lands squarely in Sound Cop's mouth, 
       stretching it painfully and blocking it completely.  Sound 
       Cop reels from the impact.  Tries to pull out the firmly 
       wedged plug.

       Freddy turns back to Power Cop, BAM!  Hits him down to his 
       hips.  The giant fist swings, BAM BAM BAM BAM BAM! like 
       hammering a nail until Power Cop DISAPPEARS into the ground.

       Freddy's hand deflates to regular size as he turns to the 
       struggling Sound Cop.

       Sound Cop's head is EXPANDING.  Pressure seems to be building 
       up, something's gonna blow.  Freddy picks up a boulder from 
       the street rubble.  He catapults it with both hands at Sound 
       Cop.  The boulder hits Sound Cop's head and takes it CLEAN 
       OFF.

       Sound Cop's decapitated skull tumbles away with the brick 
       still stuck, as a blast of air shoots up from the stump of 
       his neck with a SCREECH.

       Sound Cop's body stumbles for a few seconds, then falls over 
       limply.

       Freddy LAUGHS and laughs and laughs... KACHUNK! until a KNIFE 
       embeds itself in his back.  Krueger spins around.

       CHUNK CHUNK CHUNK!  Three more knives slam into his body as 
       he staggers back in surprise.  Blade Cop stands twenty feet 
       away reaching into thin air and whipping out knife after 
       knife, flinging them at Freddy.  They sail like flying 
       bullets.

       CHUNK CHUNK CHUNK!  Krueger falls back from the sheer force 
       of the onslaught, at least a dozen blades sticking out of his 
       body.  

       Blade stops. She stands there for a beat, waiting to see what 
       Freddy will do next.

       Krueger sways, looking like an inhuman pincushion.  Then he 
       grins.  His body steadies, and he suddenly poses like a body 
       builder and flexes every muscle.

       POP POP POP!  The daggers shoot out of his torso and limbs, 
       CLATTERING to the ground.

       The girl in black steps back and raises her arms.  SHINK 
       SHINK!  Two-foot-long sabers jut out from her forearms.  
       They're not held by her, they're a PART of her, exiting from 
       the tops of her wrists under her clenched fists.  She crosses 
       the blades in front of her.

                           FREDDY (cont'd)
                     (smiling)
                 Ah... a girl after my own heart.

       KACHINK! Freddy shoots out his finger knives and they EXTEND 
       to double their normal size.  He raises them and takes on a 
       fencing stance.

                           FREDDY (cont'd)
                 En guard, bitch

       SWOOP/CLANG!  A swordfight ensues.  Freddy swinging his four 
       long knives.  Blade slashing her rapier-arms.  They lunge, 
       they parry, they leap, they duck.

       CLANG!  They connect.  SCREEEEE.  Metal scrapes metal.  It's 
       a bastardized version of an Errol Flynn movie and Blade Cop 
       and Freddy are equally matched.  Blade moves to get the upper 
       hand.

       CLINK CLINK!  Blades shoot out of the girl's ELBOWS.  Now 
       when she takes a swing with her fists, another sword is right 
       behind it on the follow-through.

       Freddy gets caught off-guard.  Gets slashed twice in the 
       shoulder and twirls away.  Then starts to move FASTER.

       Blade counters with an equally increased intensity.  Freddy 
       ducks, SWOOPS out twice quickly.  A fold of black cloth drops 
       down on Blade's stomach, revealing naked skin and a little 
       blood.  They pause for a second.

                           FREDDY (cont'd)
                 Touche.

       And Blade becomes AIRBORNE putting a Samurai to shame, 
       twirling her legs up and out as a blade juts momentarily from 
       her RIGHT HEEL, chopping off Freddy's left hand.

       Krueger stumbles back in astonishment as green goo spurts out 
       of the stump.

       Astonishment turns to rage as the two converge again, 
       swinging away at an incredible rate.  An impossible rate.

       JACOB rounds the corner.  He stumbles into the action just as 
       the battling pair are becoming an obscure swirling GLINTING 
       MASS.  Pieces of them start to drop away.

       Blade's foot hits the ground.  Freddy's arm plops away.  A 
       broken sword hits the asphalt under the spinning cloud, then 
       one of Blade's arms.

       CLOSE ON JACOB

       as he watches, his eyes dart to try to follow the action 
       that's moving too fast for him to see.

       Then there's silence.

       We PULL BACK and PAN  to follow Jacob as he walks into the 
       scene of carnage.  He steps up to two pills of remains: one 
       black and flesh colored covered with red blood, the other a 
       heap of red and green cloth, scarred tissues, and pukish 
       green glop.

       Blade and Freddy have literally chopped each other to bits, 
       the two mounds of body parts steaming in the cold night air.

       Jacob sees something else and walks over to it.  It's Scott's 
       body.  Jacob kneels down next to the dead teenager.

                           JACOB
                 I'm sorry, Scott.

       A CRACKING sound makes Jacob stand up.  Over to the now-
       silent bar entrance a BLACK FIST punches up through the 
       cement.  With a crumbling of granite, Power Cop rises from 
       the earth.

       Something else moves behind Jacob and he turns, then SCREAMS.  
       Sound Cop's headless body walks into the shot, his arms held 
       ABOVE FRAME over his neck.

       Then Sound Cop's arms lower his dismembered HEAD onto his 
       stump, push it down, twist it til it stays.  With great 
       effort, Sound Cop yanks the brick out of his mouth.  

       Jacob now looks OFF SCREEN at something else, something that 
       REALLY makes his eyes widen.  We get to see the shadow of 
       what Jacob sees, projected on the wall of the bar behind him.

       The shadow of the pile of body parts that was Blade Cop 
       begins to MOVE.  The pieces start to REFORM, leg to torso, 
       arm to shoulder, head to neck.  The shadow on the wall rises 
       and we PULL BACK.

       Blade Cop stands across from Jacob, whole again except for a 
       flash of exposed flesh on her abdomen to remind her of the 
       experience.

       Jacob raises his eyebrows as the resurrected Dream Police 
       step around him.

                           JACOB (cont'd)
                 Okay, I'm impressed

       Blade whips her visor up to reveal an upset girl's face.

                           BLADE COP
                 You shouldn't be.

       Jacob frowns as the four of them walk over to the pile of 
       Freddy remains.  But they're not remains anymore.  All that's 
       left of Freddy is a stack of CLOTH remnants.

       A WIND rises and pieces of cloth blow away into the darkness.  
       The other two Dream Police raise their visors, looking 
       equally distraught.  They all face Jacob.

                           BLADE COP (cont'd)
                 This is what we were afraid of.

                           SOUND COP
                 He still exists.

                           JACOB
                 What!  How?

                           POWER COP
                 We're already dead, that's why he 
                 couldn't destroy us.

                           BLADE COP
                 But he's not dead. He's not alive either.  
                 He's something in between.

                           SOUND COP
                 He's not entirely part of reality or part 
                 of dreams.  He's unique.

                           BLADE COP
                 WE can't kill him.

                           POWER COP
                 We can wail away on each other until 
                 doomsday and not do any good.

                           JACOB
                 Then who's going to kill this fucker?

                           SOUND COP
                 YOU have to.

                           JACOB
                 How the hell am I supposed to do that?

                           BLADE COP
                 Krueger's power comes from his rage and 
                 the souls of children.

                           POWER COP
                 You have to find the original source of 
                 that rage and use it against him.

                           BLADE COP
                 This town in its present condition 
                 encompasses all evils from all times in 
                 its history.  The answer is here 
                 somewhere...

       Jacob sighs, then gets an idea.

                           JACOB
                 I think I know where...

       And he starts to run down the street.

                           BLADE COP
                 Jacob, wait.  We have to find him first.

                           JACOB
                 No time.  You guys find Karen!

       He disappears down the road as the Dream Police snap down 
       their visors

       EXT. ELM STREET HOUSE

       Karen stands in front of a rotted gate in front of a run down 
       building with shuttered windows and a crumbling foundation.  
       This isn't just an ELM STREET house, it's THE Elm Street 
       house.  And for some reason Karen is drawn to it.  She looks 
       to her let at the bent mailbox.

       It has a name plate on it.  Another one underneath it.  And 
       another.  It's as if people moved in and out and instead of 
       changing the plates on the mailbox, they just whacked a new 
       one over the old.  Karen steps closer to the mailbox.

       The little sign on the top reads WILLIAMS.  She touches it 
       with her finger and it drops off, the nails holding it on 
       rusted away to dust.  A new plate is revealed.  This one says 
       THOMPSON. Karen picks lightly at it, and it swings away.  The 
       name underneath makes Karen gasp.

       It reads KRUEGER.

       And there's still another one under that horrible name.  
       Karen quickly hits the Krueger plate off.  The last sign 
       reads UNDERWOOD.

       Karen frowns.  She turns back to the house, a determined 
       expression on her face.

                           KAREN
                 No more...

       She KICKS the gate open and walks up to the house.

       INT. ELM STREET HOUSE

       We've been here before, haven't we?  But for Karen it's the 
       first visit as she opens the front door and walks in.  She 
       takes in the twisted skeleton of a home for a few seconds and 
       then begins to SEARCH it.

       INT. ELM STREET HOUSE - LIVING ROOM

       Karen races through, pulling open desk drawers, rifling 
       through shelves, flipping through books.  She doesn't know 
       what she's looking for, but she knows she hasn't found it 
       yet.

       INT. ELM STREET HOUSE - KITCHEN

       The intensity of Karen's quest increases as she yanks open 
       cabinets and tosses plates to the floor.  Still nothing.

       INT. ELM STREET HOUSE - STAIRS

       Karen runs up them, a girl with a mission.

       INT. ELM STREET HOUSE - MASTER BEDROOM

       Karen flings the door open.  Nothing but a bed and a set of 
       drawers.  No hint as to the occupant's lives.  She doesn't 
       bother ransacking this one and goes on to:

       INT. ELM STREET HOUSE - FREDDY'S BEDROOM

       Jackpot.  Karen stares through the open door at a child's 
       room, a very twisted child's room.  She slowly walks in.

       A bed, a desk, a dresser.  There's a Jack-in-a-box with its 
       head torn off.  A disemboweled Teddy Bear.  White puffy guts 
       hanging out of it.  A clown doll with its face caved in.  A 
       hanging mobile made of strange bent shapes.

       And a pile of more-than-dirty clothes.

       Karen goes over to the pile and picks through it with her 
       toe.  A small pair of pants, about the right size for an 
       eight-year-old.  A black pair of shoes.  And a little 
       sweater, a RED AND GREEN STRIPED sweater.

       Karen goes over to the desk.  There is stack of drawings on 
       it - a child's drawings.  On one of them it looks like 
       someone was practicing writing their name.  FREDDY UNNERWOOD, 
       FREDDY UNDERWUD, FREDDY UNDERWOOD over and over again.  Until 
       the final attempt has the last name angrily crossed out, 
       replaced underneath by a hastily scrawled KRUEGER!!!

       Another piece of paper: a set of human stick figures.  A 
       small one is labeled FREDDY.  The large one is labeled DADDY.  
       The Daddy figure is depicted HITTING the Freddy figure.

       There are more drawings, all of them violent, the large 
       figure beating away at the small one.

       Suddenly a CREAKING.  Karen jumps.  Hides behind a bookshelf.  
       She's nervously trying to figure out what to do when a framed 
       picture catches her attention on the shelf.  It's a picture 
       of a tall, dark man and a little boy.  Karen reaches out to 
       grab the picture, but accidentally knocks over a glass mug 
       with a CRASH.

       FOOTSTEPS can now be heard tromping up the stairs.  

       Someone's coming and Karen's on the edge of panic.  She looks 
       around and finds an old baseball bat.  She grabs it and runs 
       to the side of the doorway as the FOOTSTEPS approach down the 
       hallway.  Karen raises the bat.

       And Jacob appears.  Karen pulls back with the bat as Jacob 
       jumps away from her.

                           KAREN
                 Jacob!  You scared the shit out of me!

                           JACOB
                 The feeling is mutual.

                           KAREN
                 Where are the Dream Police?

                           JACOB
                 I told them to look for you.  What are 
                 you doing here?  Don't you know what this 
                 place is?

                           KAREN
                 I do now.  Look what I found.

       She starts to drag him over to the desk of drawings.

                           JACOB
                 You've got to get out of here.

                           KAREN
                 Wait.  You have to see this.

                           JACOB
                 You don't understand.  The Police can't 
                 kill Freddy.  They literally chopped each 
                 other to pieces and he's still alive!  
                 Now I'm supposed to figure out how to get 
                 rid of him.

                           KAREN
                 But I think I found the answer.  Shut up 
                 for a second and look at these.

       She starts showing him the scrawlings.

                           JACOB
                 Okay, so he's a bad artist.

                           KAREN
                 No!  You told me Krueger's mother 
                 committed suicide and no one knows who 
                 his father was, right?

                           JACOB
                 Yeah...

                           KAREN
                 Freddy's been pushing all our buttons 
                 with our pasts.  These are HIS past.  
                 Don't you get it? HE was a foster child, 
                 too!

       She walks over to the bookshelf and grabs the picture of 
       LITTLE FREDDY and FREDDY'S FOSTER FATHER.

                           KAREN (cont'd)
                 Someone had to have taken care of him.  
                 This guy...he was Freddy's father.  Those 
                 drawings...they were Freddy's childhood.  
                 This house...it's where it all happened.

                           JACOB
                 But in reality Freddy hasn't lived here 
                 for decades.

                           KAREN
                 Like you tried to tell me once before, 
                 this is a dream.  Who knows why this is 
                 all here.

                           JACOB
                 All evils from all times in history...

                           KAREN
                 And isn't this where it all started in 
                 Springwood?  On Elm Street?

       Jacob thinks for a second.  It's all starting to make sense.

                           JACOB
                 But what does this do for us?

                           KAREN
                 There's got to be a way to use it against 
                 him.

                           JACOB
                 Okay, but we're not going to stand around 
                 here to figure out how. It's too 
                 dangerous.

       He grabs her hand and pulls her towards her door.

                           JACOB (cont'd)
                 Let's get out of this house.

       They head out to

       UPSTAIRS HALLWAY

       And Blade Cop is standing in the middle of the corridor.  The 
       two teenagers stop.

                           JACOB (cont'd)
                 Thank God.  Freddy's going to show up any 
                 minute.

       KACHINK!  A knife shoots out of Blade's right hand, ready for 
       action.  (but wait a minute, her uniform isn't ripped 
       anymore...)  Karen and Jacob make their way to the stairs.  
       He turns to Blade.

                           JACOB (cont'd)
                 Where are the others?

       Blade walks up to him and stands there.  Then JAMS HER KNIFE 
       into JACOB'S GUT.  Karen SCREAMS.  Jacob chokes.  Blade Cop 
       shoves the knife in further until it juts out of Jacob's 
       back.  She turns.

       Then BECOMES FREDDY.

                           FREDDY
                 Time to join your mommy.

       Krueger yanks his finger blades out and Jacob's limp body 
       falls at Karen's feet.  Karen shrieks and cries, dropping to 
       her knees to hold him.

                           KAREN
                 No no no no no no no...Jacob...

       He looks up at her, slowly dying.  She strokes his forehead 
       while Freddy laughs at the sentiment. 

                           FREDDY
                 Young love...ha!

                           JACOB
                 Karen...dream...powers....

       And Jacob is gone.  Karen sobs, so torn apart that she is 
       ignoring the incredible danger above her.  But not for long.

       Krueger grabs Karen by the neck.

                           FREDDY
                 It's past your bedtime, young lady.

       And he starts to DRAG her, kicking and screaming, her body 
       scraping across the floor towards the 

       MASTER BEDROOM

       Freddy drags Karen in and TOSSES her across the room.  She 
       lands with a THUD on the bed.  He saunters over to her and 
       climbs up on the bed next to her.  Gets on top.

       Karen yells and hits him uselessly with her fists and it's 
       horrible because there he is, pressing down on her, right in 
       her face, mounting her as if he's going to rape her.

                           FREDDY (cont'd)
                 Aw, sweetheart.  This won't hurt a bit.

       She screams as he presses even harder.

                           FREDDY (cont'd)
                 Come on.  Be Daddy's little girl.

       And the last three words of that sentence seem to ECHO 
       through the room, swirling around Karen.  DADDY'S LITTLE 
       GIRL.  "Daddy's little girl."  Karen twists her head away.

       And Freddy's become Karen's FATHER.  He looks down on her 
       with a lecherous grin.

                           KAREN'S FATHER
                 That's my baby.  That's Daddy's little 
                 girl.

       Karen stops struggling.  The realization grows on her face 
       with the resurfacing memory.

                           KAREN
                 Oh no...

                           KAREN'S FATHER
                     (Freddy's voice)
                 Now do you remember?

       She does.  And she has an answer for him.

                           KAREN
                 You're NOT my father.

                           KAREN'S FATHER
                 But we're going to have the same fun!

       Karen stares at him defiantly.  And a HAND grabs Karen's 
       Father, and yanks him away.  We PULL BACK.  

       KAREN'S MOTHER is next to the bed.  Furious.

                           KAREN'S MOTHER
                 That's enough!

       And she SLAPS Karen's Father.  He stands up, SLUGS her across 
       the jaw.  She tumbles back.  Karen sits up.

                           KAREN
                 Mommy, no!

       Karen's Mother gets up, a defiant look just like Karen's on 
       her face.

                           KAREN'S MOTHER
                 You're never going to touch her again!

                           KAREN'S FATHER
                 I'll touch what I want!

       BAP!  He strikes her again, sending her right out the door.  
       He follows her. Karen stands up and runs after them.

       IN THE HALLWAY

       CRACK!  The man hits the woman down to the floor.  Karen's 
       mother stands up, just taking it.  She's at the top of the 
       stairs.  Karen's Father swings his arm back, and Karen jumps 
       on him.  He shrugs her away violently.

       WITH KAREN

       as she hits the ground and the wall next to Jacob's body.  
       She looks up.

       WIDER

       And Karen's Father is now FREDDY again.  He swings his fist.  
       SMACK!

       Karen's Mother reels from the hit, falls backwards.  Karen 
       jumps up to try and help her, reaching past Freddy.  But it's 
       too late.

       Karen's Mother tumbles down the stairs, head hitting, bones 
       cracking, disappearing into darkness.

       Freddy grabs Karen by the neck and lifts her.  DANGLES her 
       over the top of the steps.

                           FREDDY
                 Be honored, bitch.  You're the last soul 
                 I need.

       And Jacob RISES UP behind Krueger.  GRABS him.  Freddy DROPS 
       Karen.  She hits hard and rolls down the steps as Freddy 
       turns, his knives swinging out and SLAMMING Jacob's gut one 
       more time, IMPALING him against the wall.  Jacob gasps out 
       his final breath.

                           JACOB
                 I'll be back...

                           FREDDY
                 I'll be waiting.

       Freddy pulls his blades out of Jacob and the wall.  The boy's 
       body hits the floor for the last time.  Freddy turns back to 
       the stairs and looks down them.

                           FREDDY (cont'd)
                 Where's my little pumpkin?

       He strolls down the steps.

       DOWNSTAIRS HALLWAY

       Freddy walks down and no one's there.  Karen's Mom was just 
       an illusion, but Karen herself, dead or alive, is nowhere to 
       be seen.

                           FREDDY (cont'd)
                 Play time is over, bitch.

       He walks down the hallway.  Eyes darting.  Until a BOOMING 
       VOICE is heard from the kitchen.

                           VOICE
                 FREDERICK!

       Freddy cocks his head and frowns.

                           VOICE (cont'd)
                 Frederick!  What have you done?

       And, amazingly, a look of FEAR crosses Krueger's face.  
       Something about that voice has struck terror in the heart of 
       the creature that fears nobody.

       Krueger turns to the kitchen door.  A man steps out of the 
       shadows, a big muscular man with a horrifying look in his 
       eyes.  A man we've seen somewhere before - in a picture.

       It's FREDDY'S FOSTER FATHER - MR. UNDERWOOD.  And he looks 
       pissed beyond belief.

       Freddy shrinks back, eyes widening.

                           FREDDY
                 Daddy?

                           MR. UNDERWOOD
                 Don't you "Daddy" me!

       Mr. Underwood raises his arm and SMACKS Freddy across the 
       skull.  Krueger tumbles back into the hallway.

       Freddy scrambles to his feet.  Shakes with dread.  Looks like 
       a scared little boy.  Mr. Underwood advances on him.

                           FREDDY
                 No, Daddy. Please...

       Freddy turns and bolts for the front door.  He flings it 
       open.  Power Cop stands in his way and SHOVES Freddy back - 
       back in front of his foster father.

       PUNCH - a vicious blow from Underwood sends Krueger into

       THE LIVING ROOM

       where Freddy falls over a couch.  Underwood stomps into the 
       room. Krueger scrambles up and heads for the archway leading 
       into the dining room.

       BLADE COP blocks the escape.  The ripped flap of her uniform 
       proving she's the real one. She KICKS Freddy back and into 
       Underwood's hands.  The man picks up Krueger and HITS him 
       again.  And again.  And again.

                           FREDDY (cont'd)
                 Stop.  You're hurting me.  Stop.

       Freddy wriggles away and opens a window.  Sound Cop fills the 
       window, cutting him off.  Pushes him back inside.

       Mr. Underwood grabs Krueger and slaps him over and over.  
       Slugs him.  Gives the beating he's got coming to him.

       And Freddy MOANS and YELLS like a blubbering child.  Shrinks 
       into a corner but is yanked out for more pummeling.

       Power Cop stands at the exit to the hallway.  Blade Cop 
       continues to obstruct the dining room arch.  Sound Cop steps 
       through the window and stands in front of it.  The Dream 
       Police just stare in silence.

       It's not a street fight, not a punching match.  Just a 
       ruthless thrashing that would be hard to watch if it weren't 
       for the fact that we are all cheering because no one in 
       history has ever deserved it more.

       Underwood stops the whipping and stands over Krueger who is 
       lying on the ground whimpering, pleading for mercy.

                           FREDDY (cont'd)
                 Why, Daddy?  What did I do?

                           MR. UNDERWOOD
                 You took some things that don't belong to 
                 you!

       And with that, Underwood brings his fist down and JAMS it 
       into Freddy's stomach.  Right THROUGH IT.  Shoving it into 
       his very body.

       Freddy SCREAMS.  Underwood violently pulls his fist out and 
       there's SOMETHING in it.  A shimmering flowing thing.  
       Crackling with unworldly LIGHT.  It's a SOUL.  It's Wesley's 
       SOUL.  Underwood flings his arm out and lets go.  Wesley's 
       soul flies into thin air and DISSIPATES.

       Krueger's father brings his hand down again and RIPS out 
       GINA'S SOUL.  Again.  JACOB'S SOUL.  Freddy opens his mouth 
       and shrieks.  As Underwood raises his arms and begins to 
       SPARKLE.  FLASHES of light bounce around his body. He's 
       changing.

       And something's happening to Freddy's too.  Steam is rising 
       from the creature.  His feet are starting to flatten as he 
       lays on the ground and BLACK GOO oozes from his pores.

       He's melting.  And still screaming as he watches his foster 
       father's image turn into:

       KAREN.  An aura of LIGHT vanishes around her body as she 
       lowers her arms with a victorious yet sad look on her face.  
       Freddy DIES.

       A look of horrified realization burns in Krueger's eyes as he 
       sees Karen and CONTINUES to scream inhumanly.

       His body dissolves, all of it liquefying into BLACK SLIME.  
       Gone.  Just a bubbling black puddle of gunk is left.  His 
       SHRIEK echoes through the room and everywhere else.

       Then the GUNK grows and changes into a dark cloud that begins 
       to EXPAND.

       Power Cop runs up, grabs Karen and yells.

                           POWER COP
                 We gotta get outta here!

       Karen, almost mesmerized by the black cloud spreading in 
       front of her, stumbles away with Power Cop.

       EXT. ELM STREET HOUSE

       The Dream Police and Karen bolt out the front door and run 
       down the street as a RUMBLE joins Freddy's thunderous SHRIEK 
       and the entire town begins to SHAKE.

       We stay with a shot of the house as the noise and vibrations 
       continue.

       And the Elm Street House EXPLODES.  The BLACK CLOUD punches 
       out the roof and the walls, sending wood and debris flying 
       everywhere.

       The rubble flies into the air, hangs there for a beat, then 
       falls to the ground.

       All is SILENT.  And the dark cloud turns WHITE.  The milky 
       fog spreads out.

       EXT. ELM STREET INTERSECTION

       Karen falls to her knees on the pavement, not looking back at 
       the destruction one block away.

       The Dream Police stop running to turn to face her.  Karen 
       hangs her head and cries.

       Blade steps forward.

                           BLADE COP
                 It took a human touch.  It took knowing 
                 HIS nightmare.  Goodbye, Karen.

       Karen raises her head as the Dream Police turn away.

       KAREN'S POV - THE DREAM POLICE

       walk off into the distance.  Just as they are about to vanish 
       into the darkness, a FOURTH FIGURE appears and joins them in 
       formation.  Then they all disappear.

       ANGLE ON KAREN

       Her mouth drops open at what she's just seen.  What she 
       DOESN'T see is the white cloud swooping down the street 
       behind her. She just closes her eyes as the ivory mist 
       envelops her and the SCREEN GOES WHITE.

       FADE IN FROM WHITE TO:

       EXT. PARK BENCH - DAY

       Karen lies sleeping on the bench amongst the grass and trees.  
       Her eyes open and squint at the bright light.  She sits up 
       and tries to get her bearings.  Some hair falls into her face 
       and she brushes it away.  Only then noticing that she's 
       holding something in her hand.

       She opens her hand and looks down.

       KAREN'S POV

       It's an ID bracelet.  A band of gold with a larger plate 
       dangling from the middle of it.  Karen's hand turns it over.  
       This time the printing reads JACOB.

       WITH KAREN

       she chokes back the tears.  We hear a PANTING O.S.  Then a 
       woman's voice.

                           WOMAN
                 You okay, honey?

       Karen looks up as we PULL BACK.  A pleasant-looking woman, no 
       longer a mutant, is walking her cute dog.  She looks 
       sincerely concerned.  Karen nods.

                           KAREN
                 Yes.  I'm alright.

                           WOMAN
                 I've never seen you around.  Are you new 
                 in town?

                           KAREN
                 Sort of.

                           WOMAN
                 Well then...
                     (she smiles)
                 Welcome to Springwood.

       The woman continues on her way.  Karen sighs and puts the 
       bracelet on her wrist.  She stands and our SHOT PULLS UP AND 
       AWAY as the pretty young girl starts walking through a town 
       she's never seen - except in her dreams.

                                                          FADE OUT.FADE IN:

       INT. DC-10 AIRLINER - NIGHT

       JACOB JOHNSON is sleeping.  It doesn't look like a pleasant 
       experience.  He is sixteen, dirty blonde, his eyes visibly 
       moving under closed lids as he sits huddle under a blanket in 
       his window seat.  The lights are dim -- the shade on the 
       window closed -- a bead of sweat dribbles down his forehead.  
       The HUMMING of the jet's engines vibrates through the cabin.

       The boy's eyes snap open.

       Jacob glances around nervously.  He looks like an escaped 
       convict who just accidentally walked into the Policemen's 
       Ball.  A GREYHAIRED MAN two seats away from him gives the 
       teenager a cursory glance, then goes back to his book.  Jacob 
       lays his head back and tries to relax.  The engines continue 
       to drone.

       Until a new noise starts.  A WHOOSHING NOISE.

       The sound is very faint.  But distinct from everything else.  
       Jacob frowns.

       The noise gets LOUDER.  Jacob's sure he's hearing it now.  He 
       looks at the Greyhaired Man.  The man catches his eye and the 
       two of them stare at each other for a heartbeat - then Jacob 
       turns away.  The Man returns to his book.  And Jacob 
       immediately turns back to him.

                           JACOB
                 Do you hear that?

       The man gives him an annoyed look as the WHOOSHING gets 
       louder.

                           GREYHAIRED MAN
                 Hear what?

                           JACOB
                 That noise.

                           GREYHAIRED MAN
                 I don't hear anything.

       The man turns back to the book as the sound gets even LOUDER -
       - like it's coming closer.  Jacob squirms in his seat -- 
       sneaks a look at the man again.  How can he not hear that?  A 
       STEWARDESS walks by and Jacob catches her attention.

                           JACOB
                 Excuse me.

                           STEWARDESS
                 Yes?

       The WHOOSHING is completely obvious now.  The greyhaired man 
       tries to ignore the two people talking over him.

                           JACOB
                 What is that sound?

                           STEWARDESS
                 That's just the engines, sir.

                           JACOB
                 No, it's different.  It's not the 
                 engines.  It's getting louder.

       The man sighs -- the stewardess smiles patronizingly.

                           STEWARDESS
                 We're just gaining altitude to get above 
                 some rough weather.  That's the sound of 
                 the engines speeding up a bit.  
                 Everything's fine.

                           JACOB
                 Um...okay.

       The stewardess walks away as Jacob sits back and starts to 
       bite his nails.  The whooshing is really starting to BLARE 
       now.  He looks between the seats in front of him -- twists 
       around to look behind.  He snaps back to the greyhaired man.

                           JACOB (cont'd)
                 Can't you hear that?

                           GREYHAIRED MAN
                     (losing patience)
                 Look, kid.  Will you relax?  It's just 
                 the damn engines, okay?

       The man glares at him, and Jacob backs off.  The sound has 
       grown DEAFENING.  Jacob grinds his seat like he's going mad.  
       He looks at the closed window.  He reaches out his hand, 
       grabs the handle then rips up the shade for all to see:

       A 747 coming RIGHT AT US.

       Jacob SCREAMS.  The planes CRASH.

       Impact - decompression - explosion.  The hull of the cabin 
       buckles violently - moaning like a dying elephant - peeling 
       inward revealing RED AND GREEN STRIPING on the outside.

       A huge wing section RIPS through the structure - barely 
       missing Jacob - taking the greyhaired man's head clean off - 
       nailing the stewardess in the gut and shoving her body across 
       and out the other side of the cabin.

       And Jacob's seat drops down - sending him and us into:

       EXT. SKY - NIGHT

       Like an intricate ballet, Jacob, his body strapped to his 
       chair, tumbles away from the DC-10 and 747 as they seem to 
       merge and bend into some kind of mutant DC-47 - wings and 
       tails wrapping around each other as debris blooms out like a 
       flower and together they EXPLODE - a fiery ball lighting the 
       nighttime clouds and Jacob's shrieking face.  

       And Jacob falls and falls and falls, his hair sticking 
       straight up from the blasting wind.

       That's when CORPSES start falling past him.  The captain of 
       the plane - the stewardess, her body bent in half - the 
       greyhaired man, his head gone but his book still in his hand.  
       More men, women, crew people - and CHILDREN.

       But these children aren't dead bodies.  Two LITTLE GIRLS and 
       one LITTLE BOY, all dressed in white, plummet down next to 
       Jacob, head first, like high divers.  And they're singing:

                           THE CHILDREN
                 One two, Freddy's coming for you...

       The children turn around in the sky so that they are 
       travelling feet first.  The Little Boy's pants puff up and 
       the Girls' skirts poof out and RIP UPWARD - the wind taking 
       away their clothes and their skin and their bodies and their 
       hair...

                           THE CHILDREN (cont'd)
                 Three four, better lock your door...

       Leaving three tiny SKELETONS - taunting and laughing as Jacob 
       screams and covers his eyes.

                           THE CHILDREN (cont'd)
                 Five six, grab your crucifix...

       And the Skeletons sprout wings - leathery and veiny - the 
       wind catching them and sending them up and away as their 
       voices echo in the sky.

                           THE CHILDREN (cont'd)
                 Seven eight, gonna stay up late...

       Jacob takes his hands away from his face and starts to 
       frantically pull on his seat belt.  SNAP - it flies off his 
       back and miraculously turns into a PARACHUTE.  Rope swirls 
       into the air - the wind grabs the canvas - and Jacob's body 
       slows with a violent jerk.

       But at least he's not falling anymore.  Jacob catches his 
       breath as he starts gently floating through the sky.  He 
       smiles.  This isn't so bad.  This is actually kind of fun.  
       Not for long, though, because his new upward momentum carries 
       him back up to:

       The winged children's Skeletons.  Jacob's eyes bug out as he 
       rises into them and they start to circle.  They move closer 
       and we can see something in their hands:

       SCISSORS

       Jacob twists his body, trying to steer his parachute away 
       from the demons.  One of the Skeletons swoops up to his face 
       and pokes its scissors inches away from Jacob's eyes.  It 
       sings alone:

                           CHILD
                 Nine ten, never sleep again!

       The Skeleton cranks its arm back - ready to plunge the 
       scissor's blades into Jacob's sockets.  The arms swings 
       toward him - then suddenly diverts up past his head, heading 
       for:

       THE CHUTE'S STRINGS

       The Skeleton flaps its wings and poises its scissors at one 
       of the ropes.  The other two Skeletons join it over Jacob's 
       head.  The three of them look down at Jacob, their boney jaws 
       in a perpetual smile.

                           JACOB
                 No!

       The Skeletons nod "yes".  SNIP - SNIP - SNIP - they cut away 
       at Jacob's parachute as he swings underneath them, trying to 
       pull away - SNIP - SNIP.

       The parachute flutters away - the Skeletons cackle - and 
       Jacob plummets.

       ON JACOB

       We stay with him as he screams and shrieks and yells and the 
       clouds part and the ground rises quickly up to meet him.  The 
       ground becomes a town, the town becomes a block, the block 
       becomes a house, the house becomes a roof, and...

       INT. JACOB'S BEDROOM - NIGHT

       KA-BLAM!  The ceiling explodes as Jacob's body plows through, 
       slams down, shatters the bed, and we immediately:

                                                            CUT TO:

       INT. JACOB'S BEDROOM - MORNING

       Jacob's eyes blast open as he sits up from bed in a cold 
       sweat.  A dream.  The worst fucking dream from hell anyone 
       would ever want to have -- but still just a dream.  He takes 
       a few deep breaths as a soft KNOCK is heard at the door.

                           JACOB
                 Yeah..

       ALICE JOHNSON opens the door and sticks her head in.  She's 
       thirty-two, blonde, with a caring smile.

                           ALICE
                 You okay, honey?

                           JACOB
                 Yeah, Mom.  I'm fine.

                           ALICE
                 Alright.  Better get cooking or you'll be 
                 late for school.

                           JACOB
                 On my way.

       Alice closes the door as Jacob gets out of bed and stretches.  
       Sunlight is leaking through the bedroom window shade and 
       Jacob walks over to it.  He reaches out and pulls up the 
       shade.

       And there's nothing buy sky.  Jacob frowns and pokes his head 
       out the window.

       JACOB'S POV - THE GROUND

       is once again racing up towards us at seven-thousand miles an 
       hour.  The entire house is falling.

       BACK IN THE BEDROOM

       Jacob leaps away from the window.  The WINGED SKELETONS 
       reappear outside -- dancing in the air -- cackling with glee.

       The bedroom starts to SHAKE violently as Jacob stumbles into 
       the center.  The roof starts caving in and the walls begins 
       to crumble.

       ANGLE STRAIGHT DOWN ON JACOB.

       Jacob grabs his head, looks up at us, and SCREAMS.  We 
       suddenly stay where we are as the house drops down and we 
       punch out through the roof and our shot becomes an:

       ANGLE STRAIGHT DOWN ON THE HOUSE

       as it falls away towards the ground.  We watch as it becomes 
       a small dot - and finally impacts on the surface.  A mushroom 
       cloud of smoke silently puffs out in the distance below

       EXT. TOWN - NIGHT - AT THE CRATER

       Smoke and dust whirl around a huge hole in the earth.  
       Splintered shreds of lumber stick up in the air like giant 
       toothpicks.  Some of the toothpicks start to move.

       Jacob rises out of the destruction, charred, scraped, 
       battered and, unfortunately, alive.  He climbs up to the edge 
       of the crater.  He looks back a the remnants of his home.

       Then something starts to happen.

       Something his growing from the crater - spreading out.  It's 
       not a cloud, it's not smoke - it's a DARKNESS.  Even though 
       it's night, this darkness is darker.  It creeps out from the 
       hole - fingers of blackness reaching out.  What it covers 
       doesn't disappear.  It becomes GLOOMY.  The shroud is getting 
       bigger.

       And it's getting faster.  Jacob runs.

       WITH JACOB - RUNNING

       He bolts down the streets of the small town in a blind panic.  
       He looks behind him and sees the darkness getting bigger, its 
       gloominess covering houses.  Then whole blocks.

       Everything it touches seems to fall deeper into SHADOW.

       AT THE STREET CORNER

       Jacob comes across a WOMAN walking her dog.  He stops and 
       yells at her.

                           JACOB
                 Get the hell out of here!  It's coming!

                           WOMAN
                 What's coming?

       Jacob points down the street.  The shroud is swooping down 
       the road - browning out street lights in its wake.  And the 
       woman doesn't find anything threatening about this.  Jacob 
       screams at her.

                           JACOB
                 Don't you see it?

                           WOMAN
                 See what?

       And it's obvious now: she doesn't see anything.  The Woman is 
       totally oblivious to the danger.  Jacob shakes his head -- 
       stumbles away.

       The woman watches him go as the darkness PASSES OVER HER.  
       She sighs.

       And begins to MUTATE.  Her hair gets scraggly, her skin 
       bursts out in sores, her back grows a hump -- all of which 
       she DOESN'T seem to notice.

       She just shrugs her twisted shoulders.

                           WOMAN (cont'd)
                 Kids...watcha gonna do?

       She hobbles away with her dog - which now has six legs and 
       two heads.

       BACK WITH JACOB - RUNNING

       Like a bat running from hell, he tears through the streets 
       passing buildings that turn creepy and people that become 
       passively accepting monsters.

       A VOICE booms out from nowhere.

                           FREDDY (O.S.)
                 Jacob!  You're too old to run away from 
                 home!

       Jacob covers his ears and races out of town.

       EXT. HIGHWAY - NIGHT

       Jacob falls onto the deserted road just outside of town.  He 
       rolls on the asphalt and looks behind him.  most of the town 
       is covered in an opaque gloom.  

       Suddenly a CACKLING sound is heard and Jacob turns to its 
       source:

       HIS POV: THE SPRINGWOOD SIGN

       The town can still be seen behind it -- the darkness over 
       almost all of it now.  The sign reads: WELCOME TO SPRINGWOOD.  
       POPULATION...

       And the numbers after the word "population" are changing.  
       They're counting BACKWARDS, clattering away like an old-time 
       gas pump in reverse - faster and faster - blurring as the 
       "thousands" digit disappears, then the "hundreds", then 
       "tens", then...

       CLINK - the count stops at "1".  Springwood is entirely 
       engulfed in the shroud.  There is a pause.

       CRASH - the sign is violently YANKED into the ground.  It 
       vanishes into the earth and a CRACK APPEARS at the edge of 
       the road. The crack grows - moving out to the center of the 
       highway.

       BACK ON THE STREET

       Jacob watches the crack as it splits wider in the middle of 
       the street and a GURGLING sound starts to build.  The tar in 
       front of Jacob becomes molten.  It bubbles and pops.

       Jacob scrambles backwards as something begins to rise from 
       boiling asphalt.

       It's a hat.

       The hat, a fedora to be precise, pushes itself up. A left 
       hand - burned and scarred - pokes out next to it.  Four sharp 
       blades jut out of the muck on the other side.  A head is up 
       now - a curtain of tar dripping from the rim of the hat - 
       hiding the face.  The body beneath the head ascends.  The 
       veil of asphalt parts:

       It's FREDDY KRUEGER.  Jacob SCREAMS.

       Freddy LAUGHS.  He shakes off his layer of tar and looks 
       towards the clouded town of Springwood.  A look of pure 
       hatred appears on his ragged face.

                           FREDDY
                 Payback time...

       Freddy opens his mouth - lets out a large breath - and then 
       INHALES an even larger one.

       A WINDSTORM starts, the source being Krueger's own lungs.  
       The gale force begins to yank at the shroud surrounding 
       Springwood.  Fingers of darkness pull up from the town and 
       towards Freddy's mouth -- and houses begin to DISSOLVE.  
       Freddy continues to inhale like he's never going to stop.

       Krueger is sucking the black gloom into his body - and the 
       entire town of Springwood is going with it.  Trees, 
       buildings, cars, picket fences.  It's all crumbling and 
       fusing, becoming a part of t cloud that itself is caught in 
       the nightmarish wind tunnel, all piling into Freddy's mouth.

       The vortex swirls into Krueger.  Then it's gone.  Nothing but 
       a vacant lot the size of a town remains.  Freddy turns to 
       Jacob and BURPS, it sounds like a THUNDERCLAP.

                           JACOB
                 No!

                           FREDDY
                 Don't worry, I have a strong stomach.

       Freddy reaches down and yanks up his red and green sweater.  
       He pulls apart his putrid abdomen to reveal his guts - and a 
       transparent stomach.

       Inside the stomach: a black swirling mass.  Flashes of 
       houses, people, homes, couples, all trapped in horrible 
       anguish.  Freddy drops down his sweater.

                           FREDDY (cont'd)
                 Springwood is mine, boy!

                           JACOB
                 I dreamed you away before I was born!  
                 Mom said you couldn't come back!

                           FREDDY
                 Is that true?  Then she told you all 
                 about me, huh? Let's see what else she 
                 has to say.

       Freddy reaches his left hand into the bubbling tar at his 
       feet, digs around a bit, then pulls out:

       ALICE.  Jacob's mother.  Tar dripping down her body.  Krueger 
       has her by the neck, waves his blades in front of her.  Jacob 
       gets up and runs toward him.

       Freddy pulls a foot up from the asphalt pit and KICKS Jacob 
       back a good fifteen feet.

                           ALICE
                 Run, Jacob!

       The boy rolls painful on the hard road.  He sits up and 
       screams:

                           JACOB
                 Leave her alone!

                           FREDDY
                 You're such a momma's boy!

       Freddy swings his knives out, pauses for a terrifying beat, 
       then swoops the daggers towards Alice.

       CLOSE ON JACOB

       as OFF SCREEN we hear a horrible multiple GLITCH!  Jacob 
       shrieks in gut-wrenching anguish.

       WIDE ON SCENE

       We're far enough away so that we don't barf at the sight but 
       close enough to see that Freddy has impaled Alice's body on 
       his blades.  He lifts her up effortlessly and raises her limp 
       figure RIGHT OVER HIS HEAD.

       Krueger swings his arm out, shaking off Alice, sending her 
       flying over Jacob's head.  The body lands behind him.

       ON JACOB

       as he runs to his mother.  She VANISHES just as he reaches 
       out to touch her bloody body.  He turns to Krueger and raises 
       his fists.  A look of sheer rage is growing in him, blind, 
       insane anger.  He bellows:

                           JACOB
                 You fucker!

                           FREDDY
                 Springwood is only the beginning.  All I 
                 need from you is a ride!

       Suddenly, between Jacob and Freddy, three SHAFTS OF LIGHT 
       burst up from the road.  Three FIGURES appear as the light 
       dissipates.

       They're dressed in metallic black, heavy boots, helmets with 
       dark visors covering their faces.  One is large and muscular.  
       The one in the center has an obviously feminine figure under 
       her skin-tight outfit.  The third is a little smaller than 
       the other two with a slightly different face  that allows us 
       to see his mouth.

       They're the DREAM POLICE.  Jacob doesn't know this yet, but 
       Freddy seems to.  The bastard son of a hundred maniacs frowns 
       at the sight of these new apparitions.

       Then he looks past them and smiles at Jacob.

                           FREDDY (cont'd)
                 See ya later!

       Freddy violently DROPS down into the bubbling asphalt pit.  
       Two of the black figures start after him.  The third one 
       turns to Jacob as his partners leap into the hole after 
       Freddy.  The sound from his exposed mouth is DEAFENING!

                           SOUND COP
                 WAKE UP!

       Jacob grabs his ears in pain as we suddenly:

                                                            CUT TO:

       EXT. HIGHWAY - DAY

       Jacob's eyes snap open so fast his sockets suffer whiplash.  
       He's lying smack in the middle of the road tucked in a fetal 
       position.  Jacob slowly uncurls his body and sits up.  He 
       shivers and wipes his sweaty forehead - and that's when he 
       notices something in his hand.

       INSERT: JACOB'S HAND

       it's a bracelet, a simple band of gold with a larger plate in 
       the middle, like an ID band.  Jacob's fingers turn the plate 
       over. Printed on the other side is the name of the bracelet's 
       former owner: ALICE.  Jacob has a souvenir.

       BACK TO JACOB

       He raises his face and looks at the road in front of him.  It 
       goes off into the distance surrounded on both sides by empty 
       fields. 

       This is where Springwood used to be.  A look of anguish 
       crosses Jacob's face as he stares at the desolation.

                           JACOB
                 Mom...

       HONK!  SCREECH!

       Jacob whips his head around in time to see a huge moving van 
       blasting right at him.  He rolls off to the side of the road.  
       The truck barely misses him, kicking up a cloud of dust in 
       its wake.

       Jacob chokes on the dust.  He slowly recovers and looks back 
       down at the bracelet in his hand. He clenches his fist around 
       it as a wild-eyed angry look starts to grow on him.  He takes 
       a few deep breaths, then stands up and walks OUT OF FRAME.

       ANGLE DOWN THE HIGHWAY

       We can see a pickup truck in the distance. Jacob's HAND 
       ENTERS FRAME, thumb sticking out, his mother's bracelet 
       dangling from his wrist.

       The pickup truck starts to slow down.

       EXT. ROSEDALE - DAY

       A sprawling little community with pleasant streets and 
       cheerful houses.  It looks a lot like Springwood, the only 
       real difference being that it actually exists.  It also has a 
       sign: WELCOME TO ROSEDALE.  POPULATION: 8,786

       A Volkswagon bus drives past the sign and stops a couple of 
       blocks down the road from us.  Jacob steps out of the 
       passenger side and wearily waves his ride goodbye.  He 
       shuffles into town.

       CLOSE ON YET ANOTHER SIGN

       It reads: DRUG ADDICTS NOT WELCOME TO ROSEDALE!

       The sign pulls away to reveal a middle-aged man with an angry 
       expression: MR. HOPKINS

                           MR. HOPKINS
                 Clean up your act somewhere else!

       He walks along as we PULL BACK TO SEE

       EXT. ROSEDALE FOSTER HOME - DAY

       It's a nice-looking two-story house in the middle of a 
       usually quiet neighborhood.  Today the home is surrounded by 
       about a dozen townsfolk carrying picket signs: NO HALFWAY 
       HOUSES IN OUR NEIGHBORHOOD!, DON'T LOWER OUR PROPERTY 
       VALUES!, and GO BACK TO JUVENILE HALL!  The crowd mumbles 
       amongst itself, occasionally bursting out with a chant in 
       protest.

       ON JACOB

       We catch him walking down the sidewalk.  He tramps along with 
       his hands stuffed in his pockets and his eyes on the 
       pavement.  He looks like he hasn't slept in days.  The sound 
       of the crowd ahead of him finally grabs his attention.

       Jacob approaches the disturbance and comes across a young 
       girl standing behind a bush holding a BAG OF GROCERIES.  She 
       is KAREN MILLER, dark hair, sixteen, very pretty, but with a 
       faraway look in her eyes.

       Jacob stands next to her and stares at the crowd like a 
       zombie.  She doesn't turn to look at him as he speaks:

                           JACOB
                 What's going on?

                           KAREN
                 Free speech.  The right of assembly.

                           JACOB
                 What is this place?

                           KAREN
                 It's a home.  A foster home.  For 
                 teenagers.  It's where you go when things 
                 get bad.  It's the place to figure out 
                 what to do next.  It's a home for kids 
                 that no one else wants.
                     (beat)
                 It's MY home.

       Karen hasn't looked at Jacob once.  She suddenly seems to 
       steel herself and walks away from the bush, towards the 
       house.  Jacob is befuddled.

                           JACOB
                 Oh...

       He stands there and watches.

       IN FRONT OF THE HOUSE

       Karen quickly makes her way into the crowd of people, head 
       up, eyes staring forward.  The crowd parts ever so slightly 
       as the irked townsfolk start to heat up.  They have an actual 
       human to vent their anger on now.  Mr. Hopkins lays in on her 
       as she passes him.

                           MR. HOPKINS
                 Why can't you find somewhere else to 
                 shack up?

       Karen turns to him, still walking, flustered and hurt.

                           KAREN
                 What have we ever done to you?

                           MR. HOPKINS
                 Nothing...YET.

       Karen turns quickly away from him and trips over a sprinkler 
       head.  Her groceries tumble onto the grass.  A hand reaches 
       down to help her.  It's Jacob's.

       He quietly helps her re-bag her groceries as Mr. Hopkins 
       looms above them.  Both angry and embarrassed now.

                           MR. HOPKINS (cont'd)
                 Look, we've been here for years.  This is 
                 a quiet street.  We'd just like to keep 
                 it that way.

       Jacob can't take this guy anymore.  He stands up and faces 
       the older man with a scowl.

                           JACOB
                 Lighten up, mister.

                           MR. HOPKINS
                     (smirks)
                 And what gutter did you crawl out from, 
                 kid?
                     (frowns)
                 We don't want your kind here.

                           JACOB
                 My kind?  What kind is that?

                           MR. HOPKINS
                 Drug addicts.  Dope pushers.  We have 
                 stand up and take charge.

                           JACOB
                 Swell.  I've just got a couple of 
                 questions for you...Do you love your 
                 parents?

                           MR. HOPKINS
                 Of course I do...

                           JACOB
                 Are they alive?

                           MR. HOPKINS
                 My mother is.

                           JACOB
                 What's it like?

       Jacob stares at Hopkins.  He doesn't answer.  He just huffs 
       and puffs as Karen grabs Jacob and pulls him up to the front 
       porch of the home, then into the floor.

       INT. FOSTER HOME - FRONT HALLWAY - DAY

       Karen slams the door and takes a deep breath.

                           KAREN
                 Assholes.

                           JACOB
                 I can think of a stronger word.  Are you 
                 okay?

                           KAREN
                 Yeah.  Thanks.  I'm Karen.

                           JACOB
                 Jacob.

       Jacob suddenly gets a little light-headed and has to use a 
       wall to hold himself up.  Karen looks concerned.

                           KAREN
                 Are YOU okay?

                           JACOB
                 Yeah.  I just haven't had much to eat 
                 lately.

                           KAREN
                 Then come help me unpack.

       She smiles and leads him further into the house.

       INT. FOSTER HOME - KITCHEN - DAY

       Jacob is feverishly eating a sandwich at the table while 
       Karen finishes putting the rest of the food away.

                           KAREN
                 I guess the sandwich is alright, huh?

                           JACOB
                 It's incredible.  Best I've ever had.

                           KAREN
                 You're not from around here, are you?

                           JACOB
                 No.  I've been on the road for a couple 
                 of days.

                           KAREN
                 Do you need a place to stay?

       FOOTSTEPS are heard from below and a couple in their mid-
       thirties enter from the basement door.  They're DAVID and 
       MARY ROSS, both greasy and frustrated.

                           MARY
                 So, we have to get it fixed.

                           DAVID
                 We don't have the money to get it fixed.

       They both start washing up at the sink, not really noticing 
       the teenagers in the room.  Karen speaks up.

                           KAREN
                 What's wrong?

                           DAVID
                 Our plumbing has a bad case of hardening 
                 of the arteries.  Who's your friend?

       David gives Jacob a wary glance as the boy stands shakily.

                           KAREN
                 This is Jacob.

                           JACOB
                 Jacob Johnson.

                           DAVID
                 David Ross.  My wife, Mary.

                           KAREN
                 They run this house.  They're helping me 
                 and three other ids get a footing in 
                 reality before they kick us out of the 
                 nest to make room for the next batch.

       David is looking out the window at the now dissipating crowd.  
       He lets out a weary sigh.

                           DAVID
                 If there is a next batch.  I see the 
                 welcome wagon is back.  Was there any 
                 trouble?

                           KAREN
                 A little.  Jacob came to my rescue.

                           MARY
                     (pleasant)
                 Where you from, Jacob?

                           JACOB
                 Springwood.

                           MARY
                 Springwood?  Where's that?

                           JACOB
                 Upstate about a hundred miles.

                           DAVID
                     (suspicious)
                 I know this state like the back of my 
                 hand.  I've never heard of Springwood.

       There is an uncomfortable pause.  Then Karen suddenly breaks 
       in.

                           KAREN
                 Jacob's a little down on his luck.  I 
                 told him he could stay here a few days.

       Jacob gives here a surprised look.

                           MARY
                 Are your parents in Springwood?

                           JACOB
                 My father died before I was born.  My 
                 mother, she's dead, too.

                           DAVID
                 You have a legal guardian?

                           JACOB
                 No.

                           DAVID
                 Been in any state or federal program?

                           JACOB
                 No.

                           KAREN
                 Just for a little while.  So he can get 
                 his bearings.

                           DAVID
                 Got any ID?

       Jacob reaches for his back pocket - it's empty.  He shakes 
       his head "no".

                           MARY
                     (to David)
                 I think we can help him out, honey.  The 
                 budget's tight, but we can't turn down 
                 someone in need.

       David doesn't acknowledge his wife, he just stares at Jacob 
       sternly.  Karen bites her nails.  Then David sits down and 
       starts to lecture.

                           DAVID
                 Okay.  You got three, maybe four days to 
                 rest up while we try and find a more 
                 permanent arrangement for you.  But his 
                 isn't going to be a free ride.  We're 
                 part of a community summer work project 
                 and eighty percent of the money you make 
                 goes to the house.  Everybody works - and 
                 that includes you.  Are you on drugs?

                           JACOB
                 No.

                           DAVID
                 Good.  If I catch anything stronger then 
                 an aspirin on you, you're outta here.  No 
                 arguments.  You got that straight?

                           JACOB
                 Yes, sir.

                           DAVID
                 Okay.  Dinner in two hours.  Why don't 
                 you go meet the rest of the gang.

                           KAREN
                 Thanks, David.

                           MARY
                 I'll go fix up the spare bed in Wesley's 
                 room.

       David gets up.  He gives Jacob a final once-over.

                           DAVID
                 And take a shower, for chrissakes.

       David leaves the room.  Karen gives Jacob a huge grin.

       INT. FOSTER HOME - THE TV ROOM - DAY

       Karen leads Jacob into the room.  There are two teenagers on 
       the couch: WESLEY is a fifteen-year old, curly hair, kind of 
       small.  GINA is also fifteen, brunette hair, seems pretty 
       happy.

                           KAREN
                 Hey, guys, I got someone for you to meet.  
                 This is Jacob.  Jacob, this is Wesley and 
                 Gina.

                           JACOB
                 Hi.

                           WESLEY
                 Welcome to fun central.

                           KAREN
                 He's going to be staying with us for a 
                 while.

                           GINA
                 Oh yeah?  How'd you get through the 
                 blockade?

       Another kid, SCOTT, pops into the room.  He's sixteen, dark 
       hair, with a tough-guy I could give a shit attitude.  He 
       doesn't seem to care about anybody in the room, except for 
       Karen.

                           SCOTT
                 Hey, beautiful.  How's it going?

                           KAREN
                 Hi, Scott.

       Scott notices Jacob and frowns.  Karen is a little annoyed.

                           SCOTT
                 Who's Barney Rubble?

                           KAREN
                 This is Jacob Johnson.  He's a new 
                 resident.  At least temporarily.

                           SCOTT
                 He better not be rooming with me.  I 
                 value my privacy.

                           KAREN
                 No, I believe that honor goes to Wesley.

                           WESLEY
                 Good.  I could use the company.

                           SCOTT
                 So what's your story?  Divorce?  Custody 
                 battle?  Your parents just plain 
                 assholes?

                           JACOB
                 They're dead.

                           KAREN
                 Mellow out, Scott.  Give him a chance to 
                 settle in.

                           SCOTT
                 Just curious.

       Scott reaches into his shirt pocket and pulls out a pack of 
       cigarettes.  As he lights one up, Wesley's cheerful attitude 
       suddenly turns grim.  He gets up from the couch and quickly 
       leaves the room.  Karen gives Scott an angry look.

                           JACOB
                 Is he alright?

                           SCOTT
                 He'll be fine.  He just has a problem 
                 with cigarettes.

                           GINA
                 His parents used to use them as a sick 
                 kind of discipline.  That's why he's 
                 here.

                           JACOB
                 If you know that, then why do you smoke 
                 in front of him?

                           SCOTT
                 It's not my problem.

       This really pisses Jacob off.  These two are not going to get 
       along very well.

                           JACOB
                 Just what is YOUR problem, then?

                           SCOTT
                 I took care of my problem.  That's why 
                 I'M here.

       Scott lets out an aloof puff of smoke and leaves.  Jacob 
       gives Karen a confused glance.

                           KAREN
                 His dad used to beat him.  One day he 
                 couldn't take it any more.

                           JACOB
                 What happened?

                           KAREN
                 He killed him with his father's gun.  
                 Self-defense.

       Jacob sits down on the couch and lets that sink in.  Gina 
       scootches away from him on the couch, then gives him a glum 
       look.

                           GINA
                 Everyone here has a fun tale to tell.  
                 Isn't that right, Karen?

       Karen is staring out the window.  She has that spaced-out 
       expression we saw before when she was hiding behind the bush.

                           KAREN
                 Yeah.  Right.

       No one has anything left to say.  Gina turns the sound on the 
       TV back up as the three sad kids start to watch cartoons.

       INT. FOSTER HOME - THE TV ROOM - NIGHT

       Jacob is alone in the dark watching some kind of NICK AT 
       NIGHT b&w sit-com re-run.  A cheerful family lovingly banters 
       away on the flickering tube.  Jacob just stares blankly.

       Karen sleepily shows up at the doorway in a long tee-shirt 
       with a glass of milk.

                           KAREN
                 Why don't you go to bed?

                           JACOB
                 I can't sleep.

                           KAREN
                 You need to talk?

                           JACOB
                 No.  I'm fine.  Thanks.

       Karen gives him a worried look and heads off to bed.  Jacob 
       continues watching TV with a creepy glean in his tired eyes.

       INT. OLD WAREHOUSE - DAY

       The kids are here cleaning up the building.  The guys throw 
       rotted lumber into trash bins while the girls sweep up.  We 
       catch Jacob and Scott tossing some debris into a wheelbarrow.  
       Jacob looks pretty ragged.

                           SCOTT
                 Come on.  Let's hop to it.  Gotta make 
                 way for those new indoor tennis courts.  
                 The fate of the world lies in the 
                 balance.  Okay, this load's full.

       Jacob grabs the handles of the wheelbarrow and shakily picks 
       it up.  Scott sneers.

                           SCOTT (cont'd)
                 You got that?

                           JACOB
                 Yeah, no problem.

                           SCOTT
                 I don't know.  Maybe you should think 
                 about switching to de-caf or something.

       Jacob ignores him and pushes the wheelbarrow along.  Scott 
       takes some time off to smoke a cigarette.  He spots Karen 
       across the room bending over with a dustbin.  Scott lingers 
       on this view for a long time.

       AT A DUMPSTER

       Jacob pulls up with the wheelbarrow and starts to unload the 
       junk.  Gina is next to the dumpster sweeping.  She tries to 
       push a large crate aside by herself, but slips and falls.

       Jacob jumps over to her, reaches out, and grabs her arm to 
       help her up.

                           JACOB
                 You okay?

       Gina SCREAMS.

                           GINA
                 No!  Yes!  Let go of me!

       She shakes off his grip and he jumps back.  She runs away 
       with a wild look in her eyes as Karen steps up to a confused 
       Jacob.

                           KAREN
                 She doesn't like to be touched.

                           JACOB
                 No shit!

                           KAREN
                 Don't take it personally.  It's not her 
                 fault.

                           JACOB
                 What happened to her?

                           KAREN
                 Her mother was a hooker.  She forced Gina 
                 to carry on the tradition.  When she was 
                 thirteen...

                           JACOB
                 Jesus.

       Jacob looks off at Gina with genuine concern.  Karen gives 
       him the same expression.

                           KAREN
                 You look terrible.

                           JACOB
                     (smiling)
                 Thanks.

                           KAREN
                 I'm sorry...I just wish you'd tell me 
                 what happened to you, that's all.

                           JACOB
                 I can't talk about it right now.  I'll 
                 tell you later.  I promise.

                           KAREN
                 Okay.  Why don't you sit and rest for a 
                 bit.  The supervisor's not around.  You 
                 look like you could use it.

                           JACOB
                 I think I will.

       He gives her a gentle squeeze on the forearm, and Karen likes 
       it.  Jacob spots a pile of wood next to a wall and heads off 
       for it.

       ON SCOTT

       He's watched the entire interchange between Jacob and Karen, 
       and he DOESN'T like it.

       WITH JACOB

       as he goes around the stack of lumber and sits down facing 
       the brick wall.  He lets out a heavy sigh and stares at the 
       inside of the building.

       JACOB'S POV - THE BRICK WALL

       sits there quietly for a few beats until:

       IT EXPLODES

       Bricks fly out at us as a gaping hole blows into the wall 
       revealing nothing but BLACKNESS and our shot MOVES through:

       DREAM FLASHES - NIGHTMARE SPRINGWOOD

       Horrifying apparitions and images ZOOM by us.  Gloomy 
       buildings under a pitch black sky.  MUTANTS and twisted 
       MONSTERS.  Shadowy streets and dark alleyways.  And FIVE 
       RAZOR-BLADE FINGERS suddenly ripping right through the sky 
       and down upon us as a VOICE rings out.

                           VOICE
                 Hey, you!

       INT. WAREHOUSE - DAY - ON JACOB

       Jacob's eyes are closed as a SUPERVISOR looms above him.

                           SUPERVISOR
                 No slacking off.  Back to work.

       The boy's eyes snap open and he jumps to his feet like a 
       babbling crazy man.

                           JACOB
                 What!  Jesus fucking...Oh, shit!

                           SUPERVISOR
                 Whoa!  Get a grip, boy.

       The supervisor backs off from Jacob as he slowly gets used to 
       reality again.

                           JACOB
                 Huh?  What's going on?

                           SUPERVISOR
                 Nothing.  That's the problem.  Now that 
                 you've gotten your beauty rest, let's see 
                 if you can change it, okay?

       Jacob calms down and nods.  He walks away, snatching a 
       nervous glance at the perfectly normal brick wall.

       EXT. FOSTER HOME - NIGHT

       We watch as various lit windows go dark and the residents of 
       the house go to bed.

       INT. WESLEY & JACOB'S BEDROOM - NIGHT

       Wesley is getting in bed.  Jacob is sitting in a chair 
       staring out the window.  Wes switches off the lights and 
       turns to Jacob.

                           WESLEY
                 Aren't you going to bed?

                           JACOB
                 I'm not tired.

                           WESLEY
                 Bullshit.  If you looked any more tired, 
                 you'd be dead.

       Jacob cracks a weary smile in the darkness.

                           JACOB
                 That's right.

                           WESLEY
                 You gotta sleep, man.

                           JACOB
                 Why?  Who says?  You know, people don't 
                 even really know why we sleep.  They 
                 haven't found any physical reason for it.

                           WESLEY
                 But they do know that you go nuts if you 
                 don't.

                           JACOB
                 Sharks don't sleep.  They can't pump 
                 water through their gills on their own.  
                 They have to always keep moving.  If they 
                 stop, they can't breath.  If they go to 
                 sleep, they die.

                           WESLEY
                 You're not a shark.

                           JACOB
                 I know.  I'm just a kid.  Don't worry 
                 about me, Wes.  Go to sleep.

       Wesley shakes his head and gets under the covers.  Jacob 
       continues to stare out the window, desperately trying to keep 
       his eyes open.

       JACOB'S POV - THROUGH WINDOW

       the trees sway quietly in the breeze outside.  There is a 
       pause.  Then we are suddenly PULLED THROUGH THE WINDOW, 
       SMASHING glass, careening back into:

       DREAM FLASH - NIGHTMARE SPRINGWOOD

       We SAIL through the gloomy air, over the creepy buildings.  
       And suddenly DIP DOWN, right for the street, and end up 
       CRUISING three inches off the asphalt, really ripping down 
       the road until we grind to a SUDDEN HALT.  Right in front of:

       FREDDY'S FEET.  Our shot TILTS UP.  Freddy looms above us and 
       grins.

                           FREDDY
                 You can't stay awake forever, boy!

       He LAUGHS, his mouth gaping wide, and then splitting open 
       impossibly wider.  Something starts pouring out of his mouth, 
       right at us.

       Hundreds of GIANT BUGS spew down upon us, covering us 
       completely as everything goes to BLACK and we:

       INT. WESLEY & JACOB'S BEDROOM - NIGHT

       ON JACOB

       his eyes are open, his mouth is hanging in a SILENT SCREAM.  
       It looks like his head is about to explode.  He lifts his 
       hand up to his face.  He's holding an eight-inch long MONSTER 
       BUG.

       Jacob SCREAMS out loud this time, tosses the mutant insect 
       away.  It lands on a windowsill and escapes out the opening. 

       Jacob jumps to his feet, sending his chair tumbling backwards 
       with a CRASH.  He shakes and moans, a little drool dripping 
       down his chin.

       Wesley sits up with a start and stares at Jacob.

                           WESLEY
                 I told you you'd go nuts!

       Jacob catches his breath, gives Wes a dead serious look.

                           JACOB
                 Get everybody else.  I have to tell them 
                 something.

                           WESLEY
                 In the middle of the night?

                           JACOB
                 I MEAN it!

       Wesley is shocked by Jacob's manic state and jumps out of 
       bed.

       INT. FOSTER HOME - TV ROOM - NIGHT

       Five kids are gathered around the room in various stages of 
       sleepy grumpiness and annoyed disbelief.  Jacob paces back 
       and forth.

                           SCOTT
                 I don't get it.  Is this guy alive or 
                 dead?

                           JACOB
                 He's neither.  He haunts your dreams and 
                 if he kills you, you die for real.

       Wesley, the most gullible of the group, looks pretty scared.

                           WESLEY
                 I haven't dreamed of him. I have 
                 nightmares like you wouldn't believe, but 
                 never of this guy.

                           SCOTT
                 That's because this all rates an eleven 
                 on the bullshit meter!  I don't know why 
                 we have to listen to this crap.  You're 
                 scaring the hell out of Wes here.

                           GINA
                 Keep your voice down.

                           SCOTT
                 It doesn't matter.  The Ross's sleep like 
                 rocks, which is what we all should be 
                 doing.

                           JACOB
                 I know this sounds crazy, but I swear 
                 it's true.  I went to bed one night and 
                 woke up in the middle of the road.  
                 Freddy Krueger killed my mother, blasted 
                 my whole town into his nightmare, and, 
                 worst of all, I think he wants to use me 
                 to kill more kids and bring more towns 
                 into his world.

                           KAREN
                 How?

                           JACOB
                 I'm not sure.  I think I'm some kind of 
                 carrier.  He's somehow inside me and as 
                 soon as I fall deep enough into sleep 
                 he'll be let loose.  You guys were great 
                 to take me in.  I just don't want to 
                 thank you by getting you all killed.

       Scott gets up and goes to a desk.  He pulls out a map and 
       shows it to Jacob.

                           SCOTT
                 Okay.  Show me Springwood.

       Jacob looks at the map and points.

                           SCOTT (cont'd)
                 There's nothing there.

                           JACOB
                 That's what I've been trying to tell you.

                           SCOTT
                 There's NEVER been a town there.  

                           JACOB
                 That's how YOU see it.  I was part of the 
                 nightmare, so I'm the only one who 
                 notices the difference.

       Scott stares at Jacob.  He actually grows sympathetic.

                           SCOTT
                 Look, Jacob.  You don't have to convince 
                 us that nightmares are real.  Everybody 
                 in this room has been through one.  And 
                 some of us are still living it.  But the 
                 thing is, we know it's just in our heads 
                 now.  It can be just as bad as the real 
                 thing was, but it's still only a memory.  
                 It can't hurt us physically, unless we do 
                 the hurting ourselves.

                           GINA
                 And we don't want to see you get hurt.

                           WESLEY
                 We know it gets crazy.  And we'll help 
                 out the best we can.

                           SCOTT
                 But this is just too hard to believe.

       Jacob plops down on the couch, defeated.  He hangs his head 
       while the kids start to get up.  Wesley gives him a pat on 
       the back as he, Scott, and Gina leave.  But Karen is still 
       here.

       She sits next to a window with a faraway look in her eyes.  
       Jacob looks up at her.

                           JACOB
                 You don't believe me, either, do you?

                           KAREN
                 I don't know.

                           JACOB
                 Why are you still here?

                           KAREN
                 I'm not sure.  I guess, I guess I see a 
                 lot of me in you.

                           JACOB
                 Feels good to see someone more fucked up 
                 than yourself, huh?

       Karen smiles and sits down next to him.

                           KAREN
                 Yeah.  That must be it.

                           JACOB
                 But you haven't told me why you're here 
                 at this place.

                           KAREN
                 I can't talk about it right now.  Maybe 
                 later.  Do you want me to stay with you?

                           JACOB
                 Yeah, that'd be great.  Don't let me 
                 sleep, okay?

                           KAREN
                 I'll do my best.

       She reaches for the remote control and flicks on the TV, 
       moving a little closer to Jacob when she sits back into the 
       couch.  The two of them watch the screen with glassy eyes.

                           KAREN (cont'd)
                 Thank God for cable TV.

                           JACOB
                 Yeah.  Thank God.

       They continue to watch in silence as Karen takes hold of 
       Jacob's hand.

       INT. FOSTER HOME - THE TV ROOM - MORNING

       We are ON KAREN as she sleeps curled up on the couch.  Jacob 
       is in the background putting on his shoes.  He has a brown 
       paper bag with him.

       Jacob gets up, grabs his bag, and steps over to Karen.  He 
       gently pulls a lock of hair away from her face.  Then he 
       heads for the front door.

       EXT. FOSTER HOME - FRONT PORCH - DAY

       Jacob walks out the door and closes it behind him.  He 
       crosses to the porch steps and stops.  He has to hold onto a 
       porch column just to keep standing.

       Karen appears behind him.  Jacob jumps a bit.

                           KAREN
                 Where are you going?

                           JACOB
                 I'm leaving.

                           KAREN
                 Why?

                           JACOB
                 He can't hurt you if I'm gone.  Maybe 
                 I'll go to the desert or something.  I'll 
                 lie down in the middle of nowhere and 
                 finally get some sleep.  Krueger can feed 
                 of the dreams of snakes and vultures.

                           KAREN
                 Fine.  You're just going to take off 
                 then...

       Karen has an angry expression on his face.  Jacob gives her a 
       pained look.

                           JACOB
                 Don't do this to me.  I'm just trying to 
                 protect you and the others.

                           KAREN
                 Right.  You blow into town and then blow 
                 right out.  Terrific.

                           JACOB
                 I don't understand why you're so mad at 
                 me.

                           KAREN
                 You just don't get it, do you?

                           JACOB
                 Get what?

       Karen, though still very angry, looks like she's about to 
       cry.  Jacob, confused, sits down on the porch steps.

                           JACOB (cont'd)
                 Maybe I'm crazy.

                           KAREN
                 Running away doesn't help.

       He sighs and smiles a bit.

                           JACOB
                 And you're going to convince me, huh?

                           KAREN
                 Maybe.

       This time Karen smiles.  Jacob looks at her and sighs.  Then 
       he yawns.

                           KAREN (cont'd)
                 I'm going to make some coffee.  You 
                 promise not to move?

                           JACOB
                 Yeah.  Sure.

       Karen jumps and heads back into the house.  Jacob stares at 
       the grass in front of him, his eyes heavy.

       JACOB'S POV - THE LAWN

       A bush sits there doing nothing.  Until it suddenly comes TO 
       LIFE.  Its leaves start to shrivel, the lawn turns brown, the 
       sky turns dark.  Everything changes and turns into

       DREAM FLASH - NIGHTMARE SPRINGWOOD

       We're in a different front yard in a different town, in a 
       different dimension.

       The mutant bush starts to change, sprout legs, grow arms, 
       become human.  

       ALICE

       Her body takes shape as she reaches out a pleading arm to us.

                           ALICE
                 Jacob!  Help me!

       She's fully formed now.  And Freddy bursts out from the 
       ground behind her.  He grabs Alice, reaches his knife arm 
       around

                           ALICE (cont'd)
                 No-o-o-o-o!

       Her words are cut off as Krueger jams his blades in her gut 
       and we re-live her death once more.  But it's even worse this 
       time.

       Blood POURS from Alice like a burst fire hydrant, spraying 
       and showering the entire nightmare lawn like a human 
       sprinkler.  Freddy LAUGHS.

                           FREDDY
                 Say it, don't spray it, huh, Jacob?  Come 
                 and join the fun!

                           JACOB (O.S.)
                 NOOOOOOO!

       Jacob's voice rips through the scene as everything starts to 
       BLUR RED.

       EXT. FOSTER HOME - FRONT LAWN - DAY

       Jacob is lying in the grass, violently shaking.  Karen drops 
       down next to him.

                           KAREN
                 Jacob!

                           JACOB
                 Nooooo!

       His body jerks around as if caught in the throes of an 
       epileptic seizure.  He SHRIEKS, ignoring Karen completely, 
       and continues to shriek and scream and yell and shake.  Like 
       he's never going to stop.

       EXT. MR. HOPKINS' FRONT DOOR - DAY

       We're directly across the street from the Foster Home as 
       Jacob's cries echo through the neighborhood.  Mr. Hopkins 
       opens the front door.  He sees what's going on, scowls, and 
       yells into his house.

                           MR. HOPKINS
                 I told you!  It's an overdose!  Jesus 
                 Christ, I saw this coming.  Call 9-1-1!

       He watches the commotion growing across the street, and never 
       once moves to help.

       EXT. FOSTER HOME - MOMENTS LATER

       Jacob is being strapped into a stretcher, babbling 
       incoherently.  The residents of the Foster Home stand off to 
       the side while neighbors gawk from the street.  Karen is next 
       to the AMBULANCE GUYS looking frantic.

                           JACOB
                 No!  Don't let them take me!

                           KAREN
                 Jacob, it'll be alright.

                           AMBULANCE GUY #1
                 Calm down, kid.  We'll take care of you.

       Jacob grabs the Ambulance Guy.

                           JACOB
                 You don't understand!  Let me go!

       The ambulance guy straps Jacob's arm down.  Mr. Ross grabs 
       Karen and pulls her away as they start loading the crazed 
       teenager into the ambulance.  Scott shakes his head.  Wesley 
       looks terrified.  Gina keeps her distance from any human.  
       Karen can't take it and runs into the house.  Mr. Ross 
       frowns.

                           DAVID
                 This is just what we need.

       The ambulance drives away as the gathered crowd stares at the 
       kids angrily.

       INT. AMBULANCE - DAY

       Jacob yells and struggles as an Ambulance Guy prepares a 
       syringe for injection.

                           JACOB
                 Don't fucking put me under!  You'll set 
                 him free!

       The ambulance guy holds Jacob down and slams the needle home. 
       Jacob screams and his eyes start to glass over.

                           JACOB (cont'd)
                 He'll kill them all...

       Jacob's head starts to go limp.  A VOICE rings out in the 
       van, a voice only Jacob hears:

                           FREDDY (O.S.)
                 Every town as an Elm Street!

       LAUGHTER echoes as Jacob turns his head towards a window.

       EXT. A STREET CORNER - DAY

       The ambulance zooms by.  All is quiet for a second until 
       CRASH! A twisted rusty sign post erupts out of the sidewalk 
       and settles at an ugly angle.

       It's an ELM ST. sign.

       INT. AMBULANCE - DAY

       We PULL BACK from a wide awake Jacob, who is now suddenly 
       alone in the van.  Outside the window there is only darkness.  
       Jacob twists and struggles on the stretcher as

       CLANG! the ambulance doors crash open revealing BLACKNESS and 
       KA-BOOM!  the stretcher is shot out of the van like a 
       cannonball.

       INT. WAREHOUSE - DAY

       The stretcher with Jacob BLASTS through a wall and starts to 
       race across the floor of the building that Jacob had been 
       sweeping up the day before.

       It careens along, actually taking a few turns, like it has a 
       mind of its own, heading for a shallow pit in the middle of 
       the warehouse.

       The stretcher hits the pit, drops a bit, swings up violently, 
       and stops in a vertical position like a rake that has been 
       stepped on AND A BLACK HUMAN SHAPE shoots out of Jacob's body 
       from intertial force, staying upright as it slides across the 
       floor, spins, stops, then changes into:

       FREDDY KRUEGER

       Freddy has his hands on his hips and a grin on his face.

                           FREDDY
                 Thanks for the lift, kid!

       He saunters up to Jacob who is still strapped to the vertical 
       stretcher.  Krueger waves his knives and wiggles his tongue.

                           JACOB
                 What do you want from me?

                           FREDDY
                 I already got it!  The rest I'm going to 
                 get from your new little friends.

                           JACOB
                 Leave them alone!

                           FREDDY
                 It's my duty to clean up the 
                 neighborhood!

                           JACOB
                 What have you done with my town?

                           FREDDY
                 Aw, poor baby's homesick, isn't he?  
                 Don't worry.  We'll all be one happy 
                 family soon.  Wanna be the first recruit?

       Freddy raises his blades and SWINGS.  The straps around Jacob 
       drop away as his body falls to the floor.  He scrambles to 
       his feet and starts to RUN.

       Freddy laughs

       WITH JACOB - RUNNING

       as he heads for a door.  Before he gets there, the door 
       swings open and Freddy leans casually in his way.

                           FREDDY (cont'd)
                 What's the matter?  Don't want to be part 
                 of my expansion project?

       Jacob turns right around and races back across the warehouse.

       AT THE DUMPSTER

       Jacob races around to the other side and there's Krueger 
       again.

                           FREDDY (cont'd)
                 Today, Rosedale.  Tomorrow, the world!

                           JACOB
                 Over my dead body!

                           FREDDY
                 As you wish.

       Freddy cranks up his knives and looms over Jacob.  And three 
       FLASHES OF LIGHT blast out behind the boy.  Jacob rolls away 
       as Freddy holds up an arm to block the blinding glare.  The 
       light fades.  The DREAM POLICE have arrived.

       We'll call the small one SOUND COP.  He stands there 
       motionless as a loud and horrible GROWING noise emanates from 
       his clenched teeth.  This guy's bark is worse than his bite.

       The female in black is BLADE COP.  From nowhere she produces 
       two nasty-looking knives, one in each hand.  She spins the 
       blades in the air like an expert Samurai.

       The large one we'll call POWER COP.  He reaches out for the 
       dumpster, and with one hand sends it tumbling away with a 
       CRASH.  Freddy frowns.

                           FREDDY (cont'd)
                 Uh oh. Too many parking tickets.

       The Dream Police fan out around Krueger, surrounding him.  
       Power Cop leaps at Freddy, grabs him and TOSSES him in the 
       air.  Freddy tumbles, rolls and bounces right back up on his 
       feet.  Right next to BLADE.

       She swings her knives.  Freddy dodges.  Swings hi own blades 
       at her.  She ducks.  Freddy spins again.  Right towards:

       SOUND COP.  The short man in black opens his mouth and a 
       sound like a foghorn at a rock concert BLARES OUT.  The force 
       of it hitting Freddy like a fist.

       Freddy bounces back.  And once again he nimbly pops up.  He 
       glares at the Dream Police.

                           FREDDY (cont'd)
                 Don't interfere!

                           BLADE COP
                 We have to.

                           SOUND COP
                 It's our job.

                           FREDDY
                 Get a new one.

       And Freddy starts to SPIN.  Slowly at first, then faster and 
       faster, until his image starts to BLUR.

       The Police circle the whirling image, holding back to see 
       what will happen next.  Krueger stops spinning.  And his 
       clothes are different.  His red and green stripes have been 
       replaced by black and white ones.  There is a number printed 
       across his chest.  He's dressed like a CONVICT.  Freddy 
       grins.

                           FREDDY (cont'd)
                 Time to blow this joint.

       BOOM!  A hole is suddenly blown in the high ceiling above 
       Krueger.  The building is suddenly filled with the beams of 
       moving SPOTLIGHTS and the sound of blasting SIRENS.

       A rope falls down through the hole.  Freddy grabs it and 
       WHOOSH! he's yanked up.

                           FREDDY (cont'd)
                 You'll never get me, coppers!

       and away he's gone.  After a few seconds the spotlights fade 
       away and the sirens die.  The Dream Police look up seemingly 
       unsure of their next action.  Then Power Cop kicks a pile of 
       lumber, sending wood flying dozens of yards away.

                           POWER COP
                 Goddamnit!

       Sound Cop shakes his head.  Blade looks frustrated.  Jacob 
       steps up behind them.

                           JACOB
                 Alright...just who the hell are you guys?

       The black-clad trio turn around in unison and look at Jacob.  
       There is a pause.  Then:

                           BLADE COP
                 We're the Dream Police.

       Jacob almost laughs.

                           JACOB
                 The what?

                           POWER COP
                 The Dream Police.  Didn't you hear her, 
                 man?

       Power Cop turns to Sound Cop and flips up his visor revealing 
       his face.  He's a sixteen-year old black boy.  Heavyset 
       features, sweat dripping down his cheeks.  He's KINCAID from 
       NIGHTMARE 3.  And he's pissed.

                           POWER COP (cont'd)
                 We try and save this guy's ass and then 
                 he goes off and cops an attitude.

       Sound Cop flips up his helmet.  He's JOEY, the former mute 
       boy.

                           SOUND COP
                 I think you're the wrong guy to talk 
                 about attitudes.

                           BLADE COP
                 Guys, guys.  This is getting us nowhere.

       She takes her helmet completely off, long dark hair tumbling 
       over her shoulders.  It's TARYN, the ex-junkie.  These three, 
       they're the Dream Warriors.  Or at least they used to be. 

                           JACOB
                 Hello?  May I butt in here and ask some 
                 more stupid questions?

       The three of them stop bickering and turn to Jacob.  Blade 
       walks up to Jacob.  Her two partners assume position behind 
       her.

                           BLADE COP
                 We don't know much more than you do.  
                 What we do know is that we've been 
                 recruited...

                           JACOB
                 By who?

                           SOUND COP
                 We don't know.

                           JACOB
                 Why?

                           BLADE COP
                 I think that's obvious.

                           POWER COP
                 The shit's about to hit the fan.

                           SOUND COP
                 Krueger's discovered new powers.

                           BLADE COP
                 He's ripped a hole between dreams and 
                 reality.

                           POWER COP
                 Our own powers have been amplified.

                           SOUND COP
                 We only hope it will be enough.

                           BLADE COP
                 But we're going to need your help.

                           JACOB
                 Me?  What can I do?  Just who are you 
                 guys...really?

       Blade puts her helmet back on.  Her face turns grim.

                           BLADE COP
                 We were like you.  We fought Freddy 
                 Krueger many years ago.  Our souls were 
                 released from his grip.  No we're back to 
                 try again.

       All three of them drop their visors down at the same time.

                           JACOB
                 I still don't understand what...

       Jacob's voice starts to GARBLE. He keeps trying to talk but 
       the words come out twisted and clipped.  He raises a hand to 
       his throat.  The hand is transparent.  Jacob looks at his 
       body as it slowly starts to disappear and now he's completely 
       mute.

                           SOUND COP
                 Freddy Krueger can't hurt us anymore.

                           POWER COP
                 Because we're already dead.

       Jacob vanishes completely.

       INT. HOSPITAL ROOM - NIGHT

       Jacob opens his eyes.  He's in bed, dressed in a white smock.  
       A DOCTOR stands next to him with a clipboard in hand.

                           JACOB
                 What's going on?

                           DOCTOR
                 Just relax, everything's fine.

                           JACOB
                 That's what you say...

                           DOCTOR
                 You're lucky you're here instead of 
                 juvenile hall.  You put up quite a fight.  
                 But you're clean.  No traces of drugs or 
                 alcohol in your blood.

                           JACOB
                 I could've told you that.

       Jacob starts getting out of bed.

                           DOCTOR
                 Hold on there.

                           JACOB
                 You said I was fine.  I have to get back.  
                 My friends are in trouble.

                           DOCTOR
                 I said you weren't on drugs, but I never 
                 said you were fine.  You're suffering 
                 from extreme fatigue and stress that 
                 manifested itself into one hell of an 
                 anxiety attack.  At least that's what we 
                 hope it is.  You had a major seizure, 
                 Jacob.

                           JACOB
                 You don't understand.  This whole town is 
                 in danger.

                           DOCTOR
                 We're keeping you here for observation.  
                 You're not going anywhere tonight.

                           JACOB
                 You can't do that.  You don't have the 
                 right!

                           DOCTOR
                 Yes we do.  Your temporary guardian, Mr. 
                 Ross, signed all the papers.  If you're 
                 okay in the morning we might let you go 
                 home.  Until then, you're bed bound.

                           JACOB
                 But...

                           DOCTOR
                 We took off the restraints.  Do you want 
                 us to put them back on?

       Jacob drops back in bed.  The doctor goes to the door and 
       turns out the lights.

                           DAVID
                 Sleep.

       He closes the door behind him...

                           JACOB
                 Shit...

       and we hear it LOCK

                                                            CUT TO:

       A CRAZED LUNATIC

       suddenly SCREAMING into the lens with desperation.  Dark 
       circles under bloodshot eyes, hair matted with sweat.  A guy 
       not having a good day.  WE PULL BACK TO REVEAL:

       The man is tightly bound in a regulation straight-jacket in a 
       tiny, claustrophobic holding cell.  We can now tell that the 
       image is in BLACK AND WHITE.  We continue PULLING BACK

       INT. FOSTER HOME - TV ROOM - NIGHT

       Gina sits on the couch with a stark white blanket on her lap, 
       watching a b&w 1940's potboiler with something less than 
       enthusiasm.  Wesley appears in the doorway, checking out the 
       source of the screaming.  He looks at Gina, who tosses the 
       blanket aside and rises, frowning.  The lunatic on television 
       continues his blood-curdling SHRIEKS.

                           GINA
                 Nice movie, huh?  And I came in here to 
                 mellow out.

       She smiles at Wes as she exits.

                           GINA (cont'd)
                 It's all yours.

       Wesley murmurs a goodnight, then looks back at the screen:

       ON THE TV

       Some orderlies enter the lunatic's cell and attempt to sedate 
       him as he thrashes violently, SCREAMING bloody murder.  It is 
       gritty and awful but somehow riveting.

       WESLEY

       moves to the couch, clearly mesmerized by the scene.  He 
       curls up, absently pulling the white blanket around him as he 
       watches:

       ON THE TV

       The orderlies in the movie manage to get the needle into 
       their patient, who MOANS and SOBS pathetically.

                           ORDERLY ON TV
                 Relax, will ya, buddy? Everything's gonna 
                 be just swell.

       The second orderly leans on a wall and pulls out a pack of 
       cigarettes from the pocket of his scrubs.  (He bears a 
       suspicious resemblance to ROBERT ENGLUND.)

       WESLEY

       vaguely tenses at this and absently pulls the blanket more 
       tightly around him to compensate, like a cocoon.

       ON THE TV

       The second orderly smiles.

                           SECOND ORDERLY
                 Yeah, mac.  You've just had a hard day, 
                 that's all.

       The orderly produces a pack of matches.  He goes to the 
       lunatic on the cot, and LIGHTS the match off the guy's 
       forehead.  As the match FLARES, the lunatic SCREAMS.

       CLOSE ON WESLEY

       he shuts his eyes tensely as the SOUND is magnified, becoming 
       a sudden ROAR that fills the room.

       Wesley blinks his eyes open, looks around from his blanket 
       cocoon.  Whatever that last sound was, it did NOT come from 
       the TV.

       Beads of sweat line his upper lip as he nervously glances 
       about the room.  It remains quiet, serene.  Deciding it was 
       his imagination reacting to the scene on TV, Wesley nestles 
       back on the couch, laying down now as the CAMERA MOVES TO 
       REVEAL

       The carpet at the edge of the room is bunched up as though 
       the walls of the room itself have budged a few inches inward.

       BACK ON THE TV the second orderly lights his cigarette as he 
       hands the pack to the first.  They both look down at the 
       madman as they savor their cigarettes.  

                           ORDERLY ON TV
                 You heard the man, Wesley.  Just relax.  
                 Have a smoke with us.

       Wesley's brow furrows, reacting to the coincidence.  Then he 
       stiffens as the two orderlies in the movie begin to hold the 
       lit cigarettes over the lunatic's face

                           SECOND ORDERLY
                 Yeah, Wesley.  Have a smoke.

       OUR Wesley has seen about enough of this movie.  He starts to 
       get up

                           WESLEY
                 Fuck this.

       but finds that he can't move.  The white blanket around him 
       restraining him tightly like the straight-jacket on TV.  He 
       squirms and struggles.

                           WESLEY (cont'd)
                 Hey.

       He struggles harder now, but to no avail.  He's wrapped 
       tight, like a cigarette.

       ON THE TV the two orderlies torment the straight-jacketed 
       lunatic, poking his face with their lit cigarettes.  As the 
       lunatic SCREAMS, the screams become magnified, again becoming 
       that loud, deafening ROAR we heard before.  Wesley squirms in 
       his blanket/ straight-jacket, he jerks his head around, 
       SEEING with each of the man's SCREAMS, the walls of the room 
       SHUDDER INWARD and 

       Wesley's EYES WIDEN with horror as he realizes not only is he 
       TRAPPED like a sardine in his stark white blanket, but the 
       walls of the room are starting to CLOSE IN on him.  He SPINS 
       back to the TV set, where:

       The first orderly is now looking AT US.  Wesley REACTS as he 
       notices something familiar about the man's face.

                           FIRST ORDERLY
                 Relax, Wesley.

                           WESLEY
                 Dad?

       The second orderly BOLTS into view.  He has become Freddy 
       Krueger.

                           FREDDY
                 Yeah, Wesley.  Everything's gonna be 
                 great!  Just have a smoke on us!

       As they hold their smokes out TOWARD US, their arms PROTRUDE 
       FROM THE TV SET with their lit cigarettes.

       Wesley SCREAMS and jerks his head away from TV and he HITS 
       the floor with an ugly THUMP.  The wind knocked out of him.  
       He rolls.  The couch is GONE.

       As he squirms and struggles to escape his white cocoon, the 
       frightened boy looks around and sees that everything in the 
       room - furniture, carpet, TV, even the door - are all gone, 
       leaving just the white walls SLOWLY CLOSING IN ON HIM.

       Then we see that on the floor all around Wesley are long, 
       cylindrical white objects.  Clearly, they resemble GIANT 
       CIGARETTES, and Wesley - wrapped neck-to-toe in his white 
       blanket cocoon - looks just like one of them.

       He continues to squirm and SCREAM as the walls CLOSE IN from 
       all sides -- closer -- CLOSER -- pushing the long white 
       things toward him, around him, bunching them together until 
       they are in a tight cluster, as the room CRUNCHES IN TIGHTLY, 
       blocking whatever light source there is, until all Wesley can 
       do is SCREAM one last time, and

       The screen goes BLACK.

       After a few beats, we hear a huge, deafening RIPPING SOUND, 
       and a new LIGHT SOURCE appears as  Wesley looks up, eyes wide 
       with unspeakable horror as the giant, scarred face of FREDDY 
       looms over him, grinning, and we:

       INT. FOSTER HOME - TV ROOM

       The room is back to normal, but not the occupant.  Freddy 
       Krueger now stands here alone.  He has just peeled the 
       wrapper off a pack of cigarettes of which Wesley has become 
       one.

                           FREDDY
                 Didn't Daddy ever tell you what the 
                 Surgeon General says...?

       Krueger reaches in and pulls the tiny Wesley out of the pack.  
       As before, Wesley is immobile, helpless.  Freddy holds him 
       between two fingers.

                           FREDDY (cont'd)
                 Smoking's bad for your health!

       Freddy looks around, as if searching for something, then 
       beams as he reaches into the air and...

                           FREDDY (cont'd)
                 Ah!  A match made in heaven!

       He produces a puny version of WESLEY'S FATHER In one hand.  
       His body is straight and rigid, like a match stick.

       Freddy places his thumb on the stiff man's head, and flicks 
       his thumbnail, causing the man's skull to BURST INTO FLAME, 
       an evil grin spanning Wesley's Father's face.

       He brings the Father-Match to what would be Wesley's tiny 
       feet, and lights the end.

       VERY CLOSE ON FREDDY'S HAND

       Wesley SCREAMS as Freddy tosses the FATHER-MATCH and brings 
       the teenager's little head up to his fire-scarred lips.

       The boy is enveloped by the massive cracked opening as Freddy 
       takes a huge drag off of Wesley's head. Where his feet should 
       be, the tip of the Wesley-Cig GLOWS RED, causing Wesley to 
       SCREAM with supernatural pain.  Smoke billows from Freddy's 
       nose and mouth.  He savors it.

                           FREDDY (cont'd)
                 Ahhhh!  Now we're smokin'!

       He CACKLES horribly as he continues to suck on the Wesley-
       Cig.  With each puff, Wesley's white-wrapped body becomes 
       slat-black ash.

                           FREDDY (cont'd)
                 What's your sign, Wesley?  It wouldn't be 
                 Cancer, would it?

       In between his demonic CACKLES, Freddy DRAGS on the Wesley-
       Cig, each puff turning more of Wesley into ash until all but 
       his head is black and charred.  Freddy holds the Wesley-Cig 
       out, poised to tap the ashes loose.

                           FREDDY (cont'd)
                 Now say the secret word and you know what 
                 you'll win...

                           WESLEY
                 Go to hell!

       Freddy grins.

                           FREDDY
                 Right...

       And he taps the Wesley-cig with his finger.  The ashes 
       immediately fall, sifting in the air as Wesley's head - 
       charred and black at the neck where it's been separated - 
       falls loose.  Wesley SCREAMS.

                           WESLEY
                 Noooooooo!

       and his severed head falls and falls and falls.

       INT. FOSTER HOME - TV ROOM - THE NEXT DAY

       WE START on WESLEY'S BODY.  Eyes closed, head normal and 
       everything from the neck down charred mass of burnt torso, 
       shriveled limbs, all wrapped in the scorched blanket.  ZIP.  
       A body bag hides this ghastly image from us as we PULL BACK.

       A FIRE MARSHALL and a COP are talking at the doorway in the 
       background.  The CORONER is here, a world weary seen-it-all 
       older guy, with his nervous ASSISTANT who's never seen 
       anything like this.  They whisper their conversation as they 
       lift the body bag onto a stretcher.

                           ASSISTANT
                 I don't get it.  The couch is barely 
                 scorched.  And how can he burn from just 
                 the neck down?

                           CORONER
                 It happens.

                           ASSISTANT
                 It happens?  That's your explanation?

                           CORONER
                 I've seen worse.

       We FOLLOW them as they push the stretcher towards the 
       doorway.

                           ASSISTANT
                 What?  What worse?

                           CORONER
                 Never mind.

       Our shot STOPS at the doorway with the fire Marshall and cop 
       while the wigged-out assistant's voice trails off outside.

                           ASSISTANT
                 No.  I wanna know.  Really.  What could 
                 be worse than...

                           FIRE MARSHALL
                 You know what the gossip rags are going 
                 to say?  Spontaneous human combustion.

                           COP
                 What's that?

                           FIRE MARSHALL
                 That's where bodies are supposed to go up 
                 in smoke for no reason.  It's all psychic 
                 bullshit.  What really happened is called 
                 the candle effect.  A tiny fire gets 
                 started, usually from a cigarette.  It 
                 slowly smolders through the blanket and 
                 clothes until the skin starts to actually 
                 bake.  The body fat begins to melt and 
                 liquefy, fueling the fire like a slow 
                 burning candle.  It takes hours, but it's 
                 real.

       The cop makes some notes.  Behind them we see Scott, Karen 
       and Gina.  The girls have been crying, and even tough-guy 
       Scott looks pretty screwed up by all this.  The cop nods.

                           COP
                 He fell asleep while smoking.  What a 
                 waste.

       The kids shoot unbelieving looks at each other as the two men 
       walk off.

                           SCOTT
                 That's impossible.

       Scott and Karen head for the front door.

       EXT. FOSTER HOME - DAY

       A coroner's van, a fire chief's car and the now familiar mob 
       of suspicious neighbors are gathered around the front of the 
       house as the stretcher with Wesley's body is put away.  A 
       small van marked ROSEDALE GENERAL HOSPITAL pulls up and Jacob 
       jumps out of it.

       Jacob's face turns grim as a tearful Karen runs up to him, 
       Scott following.

                           JACOB
                 Who?

                           KAREN
                 Wes...

                           JACOB
                 Oh my God.  It's started.

                           SCOTT
                 He fucking burned alive.

                           KAREN
                 They said he fell asleep smoking.

                           SCOTT
                 And we all know that can't be.

                           JACOB
                 I already told you how it would happen.

       Mr. Ross appears behind the three teenagers, a wasted look on 
       his face.

                           SCOTT
                 Don't start with that shit.

                           JACOB
                 It's not shit.

                           DAVID
                 C'mon, kids.  Everyone inside.  Now.

       David leads them back to the house as the coroner's van pulls 
       away.

       INT. KITCHEN - DAY

       Jacob, Scott, Karen and Gina stand around in various states 
       of utter shock as David tries to console them.

                           DAVID
                 We have to be strong.

       He puts an arm around Karen and reaches out to put the other 
       one around Gina, but pulls away at the last minute when she 
       starts to flinch.

                           DAVID (cont'd)
                 We need to pull together and help each 
                 other.  Mrs. Ross is upstairs in bed.  
                 She's pretty messed up.  We need to help 
                 her deal with this.

                           SCOTT
                 He would never touch a cigarette.  You 
                 know that.

                           DAVID
                 We don't know anything until the 
                 authorities are finished with their 
                 investigation.  In the mean time, no work 
                 for tomorrow - three day weekend.  But 
                 Monday, it's back on the job.  Jacob 
                 wasn't covered in our health plan and his 
                 little stint at the hospital cost us a 
                 bundle.  We have to work together or we 
                 might lose this place.  Okay?

       The kids all nod, but not convincingly.  They care more about 
       Wesley than the house.

       INT. WESLEY & JACOB'S BEDROOM - DAY

       Jacob closes the door.  All the kids are here.  Gina 
       absentmindedly plays with some of Wesley's things.

                           JACOB
                 When I was put under, Freddy was 
                 released.  I know this because I dreamed 
                 it.

                           SCOTT
                 And that dream was real?

                           JACOB
                 Yes.  Wesley was his first victim.

                           SCOTT
                 Aw, man...

                           JACOB
                 You said it yourself.  How could it have 
                 been a cigarette?

                           KAREN
                 And how could he...dire that way and not 
                 wake up?

                           GINA
                     (mockingly)
                 Maybe the "authorities" will figure it 
                 out.

                           SCOTT
                 I'm sorry.  I just can't buy into this.

                           JACOB
                 Call me crazy...but I think he's after 
                 Rosedale.  The whole place.  In my dream 
                 he said something about needing a few 
                 souls to get the job done. I think he has 
                 to kill in order to get the power to suck 
                 in a new town.

                           SCOTT
                 You are crazy.

                           JACOB
                 Thank you.  There's more.  There are...
                 other people in there.  In the 
                 nightmares.

                           KAREN
                 Like him?

                           JACOB
                 No. Different.  There are three of them.  
                 They're dressed in black. They have 
                 powers like Freddy, but they seem to be 
                 on our side.

                           KAREN
                 Who are they?

                           JACOB
                 Well, you gotta hang in there with me on 
                 this one.  They call themselves... the 
                 Dream Police.

       Scott actually laughs.

                           SCOTT
                 This is too much.

                           GINA
                 You mean...like cops?

                           JACOB
                 I guess. 

                           KAREN
                 Where are they from?

                           JACOB
                 They're kids that Freddy killed years 
                 ago.  THEY don't even know how they got 
                 there.  But they're somehow patrolling 
                 dreamworld to put a stop to Krueger.

                           SCOTT
                 Then why haven't these guys done the job 
                 already?

                           JACOB
                 They say they need help.  I don't know 
                 what or why...yet.

                           SCOTT
                 I can tell you who needs help.

                           JACOB
                 Hey, I'm trying to save all of us.

                           SCOTT
                 I won't believe it until I see it.

       Jacob is crushed that he's not getting through to them.

                           JACOB
                 By then it'll be too late.  It was too 
                 late for Wesley.

       The kids stare emptily at Wesley's earthly possessions.

       EXT. FOSTER HOME - FRONT PORCH - NIGHT

       Jacob and Karen sit on the steps.  Across the street we can 
       see window curtains part as Mr. Hopkins sneaks a wary peek.

                           KAREN
                 They're going to use all this to shut us 
                 down.

                           JACOB
                 I know.  It's my fault.

                           KAREN
                 You going to try to run away again?

                           JACOB
                 It's too late for that. I have to stay 
                 and try and put a stop to it.

                           KAREN
                 I'm sorry.  It's all so hard to accept.

                           JACOB
                 I wish I could convince you of the danger 
                 you and the others are in.

                           KAREN
                 I've been in danger before. THAT I can 
                 handle.

                           JACOB
                 This is worse than anything you can 
                 imagine.

                           KAREN
                 I wouldn't be so sure about that.  Come 
                 on.  Let's go inside.

       She stands up.

       INT. KAREN'S ROOM - NIGHT

       Jacob and Karen lie in bed, clothes on, cozy.  Not sexual.  
       She stares at the ceiling while he listens.

                           KAREN
                 She was great. Loving.  Supportive, 
                 caring - everything a mom should be. 
                 Except she had one fatal flow: my father.  
                 You see, she was raised at a time when 
                 they still had the "obey" part in the 
                 wedding vows.  He was always jealous.  
                 She couldn't talk to another man without 
                 him thinking she wanted to go to bed with 
                 him.  He never hit me. But the things he 
                 did to her...and she would always just 
                 take it.  She never fought back.  He'd 
                 get drunk and...she'd tell people she 
                 just fell down or something.  Then one 
                 night...I was thirteen.  Something 
                 happened.  My mom suddenly wouldn't take 
                 it anymore.  Something made her say 
                 enough is enough.  She hit back.  Tat 
                 only made it worse.  I watched as he hit 
                 her over and over.  Then he knocked her 
                 down the stairs.  She broke her neck.  
                 And when y father saw what he'd done - he 
                 finally became human.  He cried over her 
                 body for a while, then went into the 
                 garage and blew his brains out with a 
                 shotgun.  To this day I don't remember 
                 what that final straw was.  The shrinks 
                 say I've blocked it out of my memory.  
                 There's no one else alive who knows what 
                 really happened.  I have dreams about it 
                 sometimes, but there's always that blank 
                 spot.  A missing piece.

       She stops and closes her eyes.  Jacob closes his eyes for a 
       second also - feeling her pain.

       DIFFERENT ANGLE

       Jacob opens his eyes and touches Karen's arm.  She finally 
       turns to him.

                           JACOB
                 I'm sorry.

                           KAREN
                 I know nightmares are real, Jacob.  I 
                 know.

                           JACOB
                 So did my mom.  She taught me a lot about 
                 dreams.

                           KAREN
                 Like what?

                           JACOB
                 She told me that a lot of people have 
                 special dream powers.  I inherited some 
                 from her - and some I have all to myself.  
                 She showed me how I could link up with 
                 other people's dreams - to actually be 
                 inside with them.

                           KAREN
                 That sounds wonderful.  But...I don't 
                 know...

                           JACOB
                 A little hard to imagine, huh?

                           KAREN
                 Yeah.  I'm sorry.

                           JACOB
                 I can convince you.

                           KAREN
                 How?

                           JACOB
                 Easy.  We're doing it now.

       Jacob smiles, gets up and walks over to the bedroom door.  
       Karen is confused.

                           KAREN
                 What do you mean?

                           JACOB
                 I mean we're dreaming.  You and me.  
                 Together.

       He opens the bedroom door.  And there's a FOREST OUTSIDE.  
       Karen is a little scared at first, totally blown away by 
       what's happening.  But then she stands up and smiles.

                           JACOB (cont'd)
                 Want to go for a walk?

       Karen steps up next to him and they walk through the doorway 
       into daylight.

       EXT. FOREST - DAY

       Shafts of sunlight filter through as leaves flutter down from 
       the towering trees and Jacob and Karen step out of the 
       bedroom door.

                           KAREN
                 I don't believe it.

                           JACOB
                 It's true.  We're really doing it.

                           KAREN
                 But what if I'm just dreaming of you 
                 telling me that?

                           JACOB
                 We'll compare notes when we wake up.  
                 Then you'll know.

       Karen looks around.  Then she giggles.  She likes this a lot.  
       Karen suddenly runs away into the trees like an excited 
       little girl.  Jacob frowns.

                           JACOB (cont'd)
                 Karen.  Wait.

       He heads off after her.

       AMONGST THE TREES

       Jacob runs.  Karen jumps out from behind a tree and laughs.

                           JACOB (cont'd)
                 You have to be careful.

                           KAREN
                 Did you bring us here on purpose?  Can 
                 you go anywhere you want?

                           JACOB
                 Sometimes.  It's not as easy as linking 
                 up, though.

                           KAREN
                 Wow, I never knew...

       She starts wandering off again.  Jacob follows her.

                           KAREN (cont'd)
                 You know what I like to do in my dreams?

       She ducks behind a tree.  And comes out suddenly dressed as a 
       sharp BUSINESSWOMAN.  Jacob is slightly taken aback.

                           KAREN (cont'd)
                 I like to be other people!

       Jacob grins as she steps behind another tree - and a FIREMAN 
       walks out in her place.  Jacob is really taken aback this 
       time.

                           KAREN (cont'd) (as fireman)
                 I can be anybody I want.

                           JACOB
                 Show off.

       Karen slips past another trunk and comes out as a tall 
       VOLUPTUOUS REDHEAD.

                           KAREN (AS REDHEAD)
                 When things get bad it helps to be 
                 someone else.  I use it to protect 
                 myself.  

       The redhead walks seductively towards Jacob.  He raises his 
       eyebrows as she slinks right up next to him - her ample 
       cleavage inches away from his nose.

                           KAREN (cont'd) (as redhead)
                 What do you think?

                           JACOB
                 I think I like you the way you always 
                 are.

       He smiles.

       DIFFERENT ANGLE

       And now Karen is herself again.  They're still very close.

                           JACOB (cont'd)
                 Much better.

       They look like they're about to kiss... but Karen suddenly 
       sees something that grabs her attention.

                           KAREN
                 Look!

       Jacob turns as Karen runs over to ANOTHER DOOR.  It's not the 
       one to the bedroom.  It just hangs there in space between two 
       trees.

                           KAREN (cont'd)
                 I wonder where it goes?

       She reaches for the knob and opens it.  

                           JACOB
                 Karen, no!

       But she's already stepped through.  Jacob runs up to the 
       doorway and it SLAMS in his face.  Jacob tries to open the 
       door.  It doesn't budge.  He keeps twisting the knob to no 
       effect.

                           JACOB (cont'd)
                 Karen!

       Jacob starts to pound on the door as we:

                                                            CUT TO:

       INT. KAREN'S HOME - KITCHEN

       Sixties style decore, appliances that look about twenty-five 
       years old -- not the Foster Home kitchen at all.  Karen is 
       standing in the middle of the room, completely disoriented.  
       She walks across to a counter top where she finds a framed 
       picture.

       It's a picture of HER, Karen, age thirteen.  Karen sets the 
       picture down and quickly walks back to the door she came in.

       INT. KAREN'S HOME - LOWER HALLWAY

       Karen steps out of her old kitchen expecting, hoping to be 
       back in the forest again.  Nope.  She blinks.  Then she 
       starts to walk down the corridor. 

       More pictures on the wall this time.  One of a WOMAN and 
       another of a MAN (Karen's MOM and DAD).

       Karen's sure of it now.  She's home.  The center of her worst 
       nightmares.  She creeps along to the main stairs.  And that's 
       when the NOISES begin.  A thumping from upstairs.  A CRASH, 
       like something hit the floor above.  More thumping, 
       repeatedly and then human MOANING, the sound of pain.

       Somebody is getting beaten.

                           KAREN
                 Oh no...

       Something is twisting deep inside the girl.  Her face goes 
       shallow as she slowly shuffles around to the foot of the 
       stairs...and starts to climb them.

       ON THE STAIRS

       Karen goes up, step by painful step, as the sounds of the 
       BEATING increase in their intensity.  Every hit seems to 
       touch Karen as she flinches.  She's afraid to go on - but 
       can't seem to stop.

       INT. KAREN'S HOME - UPSTAIRS HALLWAY

       Karen slowly heads for a door at the end, nervously reaches 
       out for the knob.

       INT. KAREN'S PARENT'S BEDROOM

       Karen opens the door.  What she thought she was going to see 
       was bad enough - but this is worse:

       Freddy Krueger is in the middle of the room.  In front of him 
       is a giant human-sized version of an inflatable punching 
       doll, the kind little kids hit that keep bouncing back.  But 
       the doll doesn't have the image of a clown on it.

       It's a flattened wrapped-around version of KAREN'S MOTHER, a 
       pitiful beat-up look on her plastic face.  

       Freddy SMACKS the doll - it falls to the floor - and just 
       bounces back up.  And now the face on it has a NEW BRUISE.

       THWACK!  He hits it again, CACKLING with glee.  Swoop, 
       bounce.  More bruises develop.  Krueger looks at Karen.

                           FREDDY
                 Welcome to Romper Room!

       BAP!  BOOOOING!  The face on the punching doll changes again, 
       it's even sadder now.  And it's looking at Karen.

                           KAREN
                 Why are you doing this?

                           FREDDY
                 Don't you remember?

       ZING!  Krueger whips up his finger knives.  SWOOP!  he RIPS 
       them through the plastic doll.  SISSSSSssss.  The doll starts 
       to deflate.  SKREEEEeeeee.  The escaping air sounding like a 
       human SCREAM.  Freddy turns to Karen.

       And a HAND reaches out from behind her and pulls her out of 
       the room.

       INT. KAREN'S HOME - UPSTAIRS HALLWAY

       Jacob pulls Karen away from the door and slams it shut. He 
       grabs her hand.

                           JACOB
                 Come on!

       They turn to run down the hallway, and it's CHANGED.  There 
       are now NO DOORS and NO STAIRWAY.  The only way out is the 
       bedroom door they just closed.  They stop and Jacob turns to 
       Karen.

                           JACOB (cont'd)
                 Wake up!

                           KAREN
                 What?

                           JACOB
                 You heard me.  I said wake up!

                           KAREN
                 How?  This is my old house.  How did I 
                 get here? 

       He begins to shake her.  She is confused and disoriented.  A 
       CRASH is heard at the bedroom door.  FREDDY'S COMING.

       And Jacob HITS Karen.  Nothing major.  It's a good slap, 
       nonetheless.  She stares at him unbelievingly.  He WHACKS her 
       again.

                           KAREN (cont'd)
                 Why are you doing this to me?

                           JACOB
                 This is a dream!  You have to get out of 
                 here.  I'm not hurting you, only he can 
                 really do that!  Wake up now!

       SLAP!  Karen's getting angry.  She doesn't know what she's 
       supposed to do.  KA-BLAM!  Freddy blasts through the door in 
       a shower of splinters.  He sees them and grins.

                           FREDDY
                 Gettin' kinky, huh?

       Jacob turns to Karen, raises his hand.  KA-BLAM!  Something 
       blasts through the wall across from them.  It's POWER COP.

       CRASH!  The other wall explodes.  BLADE appears in the 
       rubble.

       BOOM!  A piece of wall falls down at the end of the corridor.  
       SOUND COP steps through.

       Karen looks at all this nonsense, then at Jacob.

                           KAREN
                 I think I get it now.

       She closes her eyes and DISAPPEARS out of Jacob's hands.  The 
       DREAM POLICE stand in the hallway.  Freddy just puts his 
       hands on his hips and LAUGHS at them.

       Then Krueger lays his arms flat on his sides, takes a deep 
       breath and begins to INFLATE.  His body expands, his clothes 
       and skin stretch and flatten.  The bottom half of him getting 
       fatter.

       He turns into a giant FREDDY PUNCHING DOLL.

       Power Cop jumps in front of the plastic horror and lets loose 
       a devastating swing.  POW!  The Freddy Doll swings back and 
       BOUNCES right up again. 

       POW POW POW POW POW!  The big Dream Cop pummels away at the 
       Krueger toy as it slaps back and forth between the floor and 
       his fist until SHINK!  Two knives appear in Blade's hands and 
       SWOOP.  She swings them out.

       RIP!  The Freddy Doll tears, air blasting out in a grating 
       SHRIEK which screeches and hisses until it becomes:

       Freddy's LAUGH.  The red and green plastic flutters to the 
       ground as the evil guffaws fade away and we:

                                                            CUT TO:

       INT. KAREN'S BEDROOM - NIGHT

       Karen shakes Jacob awake.  His eyes open.  They stare at each 
       other for a few beats, then Karen frowns.

                           KAREN
                 You hit me.

                           JACOB
                 Are you hurt?

                           KAREN
                 Um...no.

                           JACOB
                 If he had done it, you'd be dead.  

       Karen is confused.  She doesn't know what to make of all 
       this.  She looks at a clock.  It's late.

                           KAREN
                 You better get back to your room.  We 
                 don't want anybody to get the wrong idea.

                           JACOB
                     (smirks)
                 Or the right one?

       Karen finally relaxes.  She smiles and playfully pushes him.

                           KAREN
                 Get out of here.

       Jacob reaches under a pillow and pulls something out.  It's 
       the framed photo of Karen, age thirteen - from her dream.  He 
       hands it to her and she looks at it in astonishment.

                           JACOB
                 That's something else my mom taught me.

       He gets up and goes to the door, turning back to her.

                           JACOB (cont'd)
                 Don't sleep.

                           KAREN
                 No.  Not tonight.

       She holds the picture tightly- staring at it with those 
       faraway eyes.

       INT. FOSTER HOME - UPPER HALLWAY - NIGHT

       Scott comes out of the bathroom in his night clothes, the 
       toilet flushing in the B.G.  He goes into his room, but stops 
       at the doorway when he hears Karen's door open.

       Scott ducks behind his door as he watches Jacob leave Karen's 
       room and head for his own.  Scott frowns.  His is not 
       pleased.

       INT. FOSTER HOME - DOWNSTAIRS HALLWAY - DAY

       David Ross is sifting through some mail when a heated 
       conversation in the kitchen catches his interest.  He stops 
       to listen.

       IN THE KITCHEN

       Karen is finally convinced, Jacob and Scott are looking like 
       they're ready to punch each other, and Gina looks scared.

                           KAREN
                 I'm telling you, this Freddy guy is for 
                 real.

                           SCOTT
                 And I'm telling you a dream is a dream.

                           KAREN
                 Jacob was in there with me.

                           SCOTT
                 And where else was he with you last 
                 night?

                           JACOB
                 What the hell is that supposed to mean?

                           KAREN
                 I have the picture in my room if you want 
                 to see it.  He brought it out from the 
                 nightmare.

                           SCOTT
                 Or from your hope chest.  I bet your bed 
                 isn't the only thing he's been into.

                           KAREN
                 That picture was destroyed years ago.

                           JACOB
                 You better watch your mouth, pal.

                           SCOTT
                 I'm the last person you want to start 
                 fucking with.

                           JACOB
                 Go ahead and be a tough guy, Scott.  
                 Krueger will cut you to pieces before you 
                 can even flex a muscle.

                           GINA
                 Will you two stop it!  You're scaring the 
                 shit out of me.

                           KAREN
                 You should be scared.

       Mr. Ross enters the room, none too pleased.

                           DAVID
                 Alright.  What's going on here?

                           SCOTT
                 Join the fun.  Jacob and Karen were just 
                 telling us about their new excuse to 
                 sleep together.

                           JACOB
                 Nothing happened between us last night.

                           SCOTT
                 You mean in plain old reality, right?

                           DAVID
                 Okay, everybody.  Out.  Jacob and I are 
                 going to have a little talk.  Now.

       Scott, Gina and Karen grudgingly leave the room.  David turns 
       to Jacob.

                           DAVID (cont'd)
                 Your days are numbered here, buster.

                           JACOB
                 I'm sorry, but...

                           DAVID
                 Hey, I don't know what kind of shit 
                 you're shoveling to these kids, but it's 
                 going to stop.  My Good Samaritan 
                 instincts have their limits.  We've had 
                 enough tragedy around this place.  We 
                 don't need you making things worse with 
                 fantasies.

                           JACOB
                 You don't understand

                           DAVID
                 And I want you to stay away from Karen.

       Jacob starts to get defiant. 

                           JACOB
                 It's a free country.

                           DAVID
                 This isn't America, it's my house.  I've 
                 been checking up on you.  You have no 
                 record with the police or the state or 
                 any of the runaway groups.  You're the 
                 invisible kid.  And if I sense even a 
                 little bit more trouble-making from you, 
                 you're going to vanish from here.  Got 
                 it?

                           JACOB
                 Yes, sir.

       David catches his breath.  He looks like he wants to say 
       more, but doesn't have the energy left.  He just walks out of 
       the room leaving a frustrated Jacob.

       EXT. FOSTER HOME - NIGHT

       Mr. and Mrs. Ross are getting into their car.  The engine 
       starts and they drive away.

       INT. JACOB'S ROOM - NIGHT

       Jacob sits in bed, staring into space.  Karen quietly enters 
       the room, carefully shutting the door behind her.

       She sits down next to him.  Jacob looks at her with weary 
       eyes.

                           JACOB
                 You're supposed to be off-limits to me.

                           KAREN
                 It's okay.  The Ross's have gone to a 
                 council meeting and Scott's in his room.  
                 We should be safe for awhile.

                           JACOB
                 Wonderful.

                           KAREN
                 Jacob, what are we going to do?

                           JACOB
                 I'm going to go to bed soon.

                           KAREN
                 Now you WANT to sleep?

                           JACOB
                 I have to find the Dream Police.  I think 
                 I'm somehow their link to all this.  They 
                 only seem to appear when I'm around.  You 
                 woke me up before I had a chance to talk 
                 to them last night.

                           KAREN
                 I'm sorry.  I was scared.

                           JACOB
                 your fault.  I have to ask them what 
                 we're supposed to do to help them.  And 
                 maybe I can protect Gina while I'm in 
                 there.

                           KAREN
                 What about Scott?

                           JACOB
                 He's on his own.

                           KAREN
                 Oh...

                           JACOB
                 I don't mean to be cold,but we've done 
                 everything to convince him.  Gina's too 
                 scared to understand.  I think Freddy 
                 will go after her next.

                           KAREN
                 What should I do?

                           JACOB
                 You have to stay awake.

                           KAREN
                 That's not going to be easy.  I'm half 
                 asleep already.

                           JACOB
                 You have to try.

       She nods her head quietly.  Then

                           KAREN
                 I'd better get out of here.

                           JACOB
                 Okay.  Be careful.

                           KAREN
                 YOU be careful.  I'm not going anywhere.

       She kisses him quickly on the cheek.  He needed that.  Karen 
       gets up and quietly leaves.  Jacob yawns

       INT. GINA'S BEDROOM - NIGHT

       Gina sits on her bed in her night clothes.  She holds a deck 
       of cards in one hand while she plays solitaire on her bed 
       sheets.

       She flips a card from her deck: A black nine.  She puts it on 
       top of a ten.  Another card.  Queen of diamonds.  She lays it 
       on top of a king of clubs.  Gina yawns.  Takes another card.

       It's the Freddy of Spades.

       Gina frowns.  Freddy Krueger's image stares up at her from 
       the card.  She looks at her stacks.  There's no place to put 
       this one.  She starts flipping through the deck of cards, 
       trying to see if there are any more Freddys.  That's when a 
       HAND RIPS UP through the bed and grabs her arm.  

       Gina SCREAMS, pulls away from the hand's grip and jumps back 
       up on the bed.  And ANOTHER HAND shoots up from a pillow and 
       grabs her shoulder.  Gina twists.

       RIP.  TEAR.  GRAB.  More hands appear out of the mattress, 
       lunging for any part of Gina's body as she SHRIEKS from their 
       touch.  And Gina jumps out of bed.

       She leaps to the other side of the room, bumping against her 
       dresser drawers.  Turns to her bed.

       SWOOP.  The multiple hands disappear down into the mattress.  
       There is a quiet beat as she catches her shivering breath.

       Then a half-dozen ARMS AND HANDS pop out from the drawers 
       next to her.  Latching indiscriminately.  Some grabbing her 
       legs and arms.  Some grabbing more intimate parts.

       Gina SCREAMS.  Pulls away from the dresser.  Yanks a few 
       drawers out as the hands vanish and she spins over to another 
       wall.

       Where the wall ERUPTS with outreaching arms all around her.  
       Two grab her hair.  Three on each arm.  Her legs are pinned.  
       Gina shrieks and yells and flays her arms.  Beating the hands 
       with her fists as two grabs her breasts viciously.  She 
       starts kicking as one particularly perverse hand BURNT AND 
       SCARRED, pops out between her legs.  Aiming right for her 
       crotch and in an incredible show of strength, the girl pulls 
       away from the horde.

       Gina heads for the door.  CRASH.  Hands blast up from the 
       wood floor.  She leaps around them.  CRASH.  More hands try 
       to block her way.

       Gina jumps around like she's in a mine field made of hot 
       coals.  She finally reaches to door and flings it open.

       INT. ELEVATOR

       Gina hits the lift's opposite wall having expected it to be a 
       hallway.  The elevator's doors close on her bedroom and she 
       turns to see:

       Freddy.  A razor finger poised over the elevator's buttons.  
       He smiles politely.

                           FREDDY
                 Going up?

       Gina is shocked and speechless.  She backs away into a corner 
       like someone trapped in a closet with the devil.  Which is 
       exactly what she is.

       Rising past the terror is Gina's realization that everything 
       Jacob's been saying is true.

                           FREDDY (cont'd)
                 At your service.

       He punches one of the buttons and the elevator LURCHES.  Gina 
       grabs onto a wall as the lift races up and Freddy actually 
       begins to WHISTLE nonchalantly.

                           GINA
                 You're not real!

                           FREDDY
                 Ah, but who is?

       The elevator begins to slow.

                           FREDDY (cont'd)
                 Fourth floor.  Overpopulation.

       The elevator stops.  The doors begin to open.  Gina leaps for 
       the way out.  But she's blocked.

       Blocked by PEOPLE.  They fill the entrance to the lift and 
       start to pile in.  All kinds of people: businessmen, nurses, 
       plumbers.  And they're all ZOMBIES.

       Vacant expressions fill their dark hollow eyes as the zombies 
       keep coming in.  Pushing Gina back into the elevator.  
       Filling it to capacity and beyond.

       The doors close and the elevator starts to move up.  Twenty 
       bodies are crammed into the tiny enclosure, smashed together, 
       surrounding the poor teenager, drool oozing out of their 
       mouths, breathing down her neck.  SMASHING her so hard she 
       can't even yell for help.  Gina turns her head.

       WESLEY is pressed up next to her.  A very dead look on his 
       face.  Begin squeezed by the zombies around him.  One of his 
       eyes POPS out of its socket.

       Gina finds the breath to scream and scream and scream.

                           FREDDY (cont'd)
                 Eight floor - the morgue.  

       The elevator doors open and the mass of zombies starts to 
       spastically pile out.  Gina, having only been held up by the 
       crushing bodies, falls to her knees as the last of the 
       monsters exit the lift.  She breathes in ripping gasps like 
       she's having a coronary.  But she sees the open door.  And 
       Gina jumps for the exit.

       Freddy grabs her shoulder and pulls her back violently.  Gina 
       falls to the floor again as the doors shut.  Freddy waves his 
       fingers down the row of buttons and stops above the very 
       bottom one.  This button doesn't looks like the others.  

       It's in the shape of a little heart.

       Freddy turns and gives Gina a frighteningly serious look.

                           FREDDY (cont'd)
                 Time to go down, Gina.

       He presses the heart button.  And the floor disappears.  Gina 
       falls SCREAMING into blackness as Freddy hangs in mid-air and 
       LAUGHS.  

       INT. HONEYMOON SUITE

       Gaudy colors, mirrors, a cheesy heart-shaped bed.  Gina's 
       body drops down, unexpectedly softly, landing on the fluffy 
       satin sheets.

       she's dressed in a skimpy piece of bright pink LINGERIE.  She 
       moans and tries to sit up.

       And four snake-like strips of satin swoop out from under the 
       bed and quickly wrap around each of her limbs, pulling her 
       down and yank her tight.

       She's trapped.  That's when the door to the room opens and in 
       walks an incredibly huge FAT MAN.  He barely fits through the 
       door as he closes it behind him.  Puffy cheeks, permanent 
       seat, dirty fingernails, and a lecherous smile.

       Gina's eyes widen.

                           FAT MAN
                 Hi there, princess.  Your mom's told me 
                 all about you.

       Gina SCREAMS as he approaches her, the ground actually 
       shaking from his weight.

                           FAT MAN (cont'd)
                 She said you're even better than she is.

       He looms above her, now.  Starts to unbutton his shirt to 
       reveal a hideous mound of hairy stomach flesh.  Gina is 
       repulsed.

                           FAT MAN (cont'd)
                 Aw, come on.  I'm really a nice guy.  You 
                 know what they say.  Inside every fat 
                 person...

       RIP! Krueger's finger blades JUT out of the abdomen ad start 
       tearing a huge SLIT up the front of his body.  The Fat Man 
       starts to fold back as Freddy's head pops out of the front.

                           FREDDY
                 ...is a maniac trying to get out!

       Freddy steps out of the Fat Man, sluffing the bulbous remains 
       aside.  He towers over Gina.  That creepy serious look on his 
       face again.

                           FREDDY (cont'd)
                 Now it's time for YOU to put out, Gina.

       Gina gasps in horror as Krueger moves in.  But then a KNOCK 
       at the door.  

                           ROOM SERVICE (O.S.)
                 Room service?

                           FREDDY
                 Huh?  I didn't order anything...

       Freddy frowns and walks over to the door.  He turns back to 
       Gina. 

                           FREDDY (cont'd)
                 Maybe its complimentary champagne!

       Krueger opens the door.  On the other side is a dinner cart 
       and a waiter behind it.  The waiter is JACOB.

       CRASH!  Jacob shoves the dinner cart into the room and into 
       Freddy's gut, shoving Krueger across the room into a tumbled 
       heap.  Three EXPLOSIONS OF LIGHT BURST into the room.  The 
       Dream Police materialize.

       Freddy jumps up growling.  Power Cop grabs him from behind.  
       Blade leaps over to the bed and in a FLASH of steel, releases 
       Gina from her satin bonds.  Jacob yanks Gina off the bed and 
       pulls her towards the door.

                           JACOB
                 Come on!

       Freddy jumps out of Power Cop's grip and the Dream Police 
       surround him as the two teenagers bolt out of the room.

       INT. HOTEL HALLWAY

       Jacob pulls Gina along as the hotel room door SLAMS shut by 
       itself.  Gina yells at Jacob.

                           GINA
                 Let go of me!

       She squirms out of Jacob's grip and bounces away from him 
       like he has the plague.  CRASHING is heard from the hotel 
       room.  A violent battle is under way.  Jacob pleads with 
       Gina.

                           JACOB
                 I'm here to help!

       He holds out his hand to her.  Gina shivers, than looks into 
       Jacob's sincere eyes.  SOUNDS of destruction continue behind 
       the door as the girl battles with her worst fear.  Finally 
       Gina takes Jacob's hand.

                           GINA
                 Let's get out of here.

       They start running down the corridor - together.

       INT. HONEYMOON SUITE

       The entire room is filled with SWIRLING DUST and SMOKE, 
       completely obscuring everything from sight.  As the sound of 
       BREAKING FURNITURE and grunting fighters echoes, a few pieces 
       of debris bounce into view.

       And then there is SILENCE.

       The dust settles and the smoke dissipates.  The DREAM POLICE 
       stand alone in the rubble of a totally trashed room.

                           POWER COP
                 Where'd he go?

                           SOUND COP
                 I thought you had him. 

                           BLADE COP
                 Shit...

       Krueger has escaped.

       HOTEL CORRIDOR

       Jacob runs, Gina trailing behind him, the two of them trying 
       to find a way out.  They pass a door.

       The door SLAMS open and Freddy reaches out, grabs Gina and 
       yanks her into the room.  The door BANGS shut.

       Jacob twirls around and runs towards the door.

       And the door DISAPPEARS.  Nothing but flat wall remains as 
       Jacob hits it.  He starts banging his fist against the side 
       of the corridor.

                           JACOB
                 No no no no!

       The Dream police run up next to him.  Jacob spins around 
       angry.

                           JACOB (cont'd)
                 He's got Gina!

                           SOUND COP
                 Stand back.

       Everyone backs off.  Sound Cop opens his mouth.  BOOM!  An 
       almost visible sound wave bursts forth from his lips and 
       CRACK, a huge hole is punched in the wall.

       The Police leap into the hole, quickly followed by Jacob.

       INT. HOTEL ROOM

       This one's pretty normal.  Maybe the business suite.  And 
       it's EMPTY except for a heart-shaped box of candy in the 
       middle of the bed.  Jacob and the rest of the Police watch as 
       Blade picks up the box and opens it.  Dozens of COCKROACHES 
       pour out onto the floor.  Now Jacob's really pissed.

                           JACOB
                 You let him get away!

                           SOUND COP
                 It's difficult.

                           POWER COP
                 He's been at this longer than we have.

                           BLADE COP
                 He can do anything.

                           SOUND COP
                 But we have to catch him in the act to 
                 get him.

                           JACOB
                 What...there are rules to all this?

                           SOUND COP
                 They're not rules.

                           POWER COP
                 It's just the way it is.

                           BLADE COP
                 Jacob, we need you to bring the rest 
                 together.

                           JACOB
                 The rest?  You mean the kids at the home?

                           BLADE COP
                 Yes.  We need as many of you as we can 
                 get.  And you must bring them to 
                 Springwood.

                           JACOB
                 How?

                           BLADE COP
                 You have the power to link your dreams 
                 with other's.  Dream of Springwood, then 
                 bring the rest with you.

                           SOUND COP
                 Living souls are what he thrives on.  
                 Living souls are what we need to help 
                 stop him.

                           POWER COP
                 Before it's too late.

                           BLADE COP
                 Before he takes everyone.

                           SOUND COP
                 And every THING.

       Jacob just shakes his head.

       INT. LIMBO

       All is BLACK.  Except for Freddy and Gina.  He has her from 
       behind, his hands locked on her shoulders.

                           FREDDY
                 Ah...alone at last.

       Gina cries horribly like a person who knows death is seconds 
       away.  Freddy wraps his arms around her, hugging her.

       And he KEEPS wrapping his arms.  They STRETCH and elongate, 
       wrapping once around his body and then around her's again.

       And then again.  Freddy's rubber limbs curl around and around 
       an around Gina's quivering body.  Spiraling up and down.  
       Encircling on all sides on every part of her, touching and 
       grabbing her EVERYWHERE.

       Until Krueger's arms cover her entirely.  Gina whimpers.

                           FREDDY (cont'd)
                 Touching, isn't it?

       And he starts to SQUEEZE.  Gina gags as Freddy's snake-like 
       embrace TIGHTENS around her, draining the life out of Gina's 
       body.

       INT. JACOB'S BEDROOM - NIGHT

       Jacob wakes with a start as the entire house around him 
       shakes.

                           JACOB
                 Gina!

       Jacob jumps out of bed.

       INT. FOSTER HOME - UPPER HALLWAY

       Jacob dashes down the corridor.  Karen comes out of her room.

                           KAREN
                 Is it an earthquake?

                           JACOB
                 No.  It's Freddy.

       They run to Gina's room and fling the door open.

       INT. GINA'S BEDROOM

       The RUMBLING of the house has stopped.  Gina's in bed, her 
       tongue sticking grotesquely out from the corner of her mouth, 
       her skin completely blue.  Jacob and Karen run to her to try 
       and help.

       Gina's already dead.  But Freddy's not quite done with her 
       yet.  Jacob and Karen watch as Gina's chest CAVES IN.  Karen 
       SCREAMS.

       EXT. FOSTER HOME - EARLY MORNING

       The coroner's back, the neighborhood gawks.  Jacob, Karen and 
       Scott sit on the front steps in a daze.

       But this time there are police barricades up.  In another 
       part of the front yard we can see Mr. and Mrs. Ross with a 
       social worker, MR. SILVERMAN.  Mary Ross is crying while her 
       husband David is having a heated argument with Silverman.

       The kids watch on gloomily.

       The social worker leaves as Mr. Ross walks over to the kids.  
       Mary walks right by them and into the house - to broken up 
       over something to talk.

                           DAVID
                 Pack your bags, kids.

                           JACOB
                 You're kicking us out?

                           DAVID
                 No.  They're taking you away.  They say 
                 it's for your own good.

                           KAREN
                 They can't do that.

                           DAVID
                 Yes, they can.  They consider Mary and I 
                 possibly unfit to act as foster parents.  
                 They're going to find temporary homes for 
                 you until this mess is straightened out.  
                 I'm so very sorry.

       Karen runs up to David and hugs him desperately.  He holds 
       her.

                           KAREN
                 No, please.

                           DAVID
                 They're not calling it an accident this 
                 time.  They don't really know what to 
                 call it.

       Karen lets go.  Scott stands up.

                           SCOTT
                 What's going to happen to us?

                           DAVID
                 You'll be alright.

                           KAREN
                 What's going to happen to you?

                           DAVID
                 I don't know.  They're thinking of 
                 pressing charges.  

                           JACOB
                 Aw, Jesus...

                           DAVID
                 Come on.  A car from juvenile hall will 
                 be here in an hour.

       He leads them up the stairs.

       EXT. JUVENILE HALL - DAY

       A sign reads: ROSEDALE YOUTH CENTER.

       INT. OFFICE - DAY

       Mr. Silverman, the social worker, is talking to the 
       teenagers.  Karen and Scott look understandably worried.  
       Jacob looks like the world just ended for him.

                           MR. SILVERMAN
                 I'm sure most of you know how this works 
                 already.  You'll be assigned new foster 
                 homes tomorrow afternoon.  Tomorrow 
                 morning the police will be talking to you 
                 regarding the matter at the old house.

                           KAREN
                 What about it?

                           MR. SILVERMAN
                 Anything you know.

                           SCOTT
                 Are we considered suspects?

                           MR. SILVERMAN
                 You'll talk to the police about that.  
                 Don't worry.  We'll all try and work this 
                 out.

                           KAREN
                 Will we be able to go back to the Ross's?

                           MR. SILVERMAN
                 I don't know.  You'll have a place to 
                 stay in the mean time.

                           KAREN
                 Will we be together?

                           MR. SILVERMAN
                 No.  We don't have anybody willing to 
                 take more than one person.  I'm afraid 
                 you'll be split up.

                           SCOTT
                 Great...

                           MR. SILVERMAN
                 Hey, you can visit each other.  You'll be 
                 in the same town.

                           JACOB
                 If it's still here.

       Silverman frowns at that last comment as the kids get up to 
       leave.

       INT. JUVENILE HALL CORRIDOR

       The teenagers walk glumly out of the office.  Jacob is still 
       strangely silent, not making eye contact with anyone.

                           KAREN
                 Jacob, what are we going to do?

                           JACOB
                 Nothing.

                           KAREN
                 What do you mean, nothing?

                           JACOB
                 It's over.  We're finished.  He's won.

       Jacob walks on ahead of them.  Karen is flabbergasted.  She 
       stops and just stands there with Scott.  The two of them 
       watching Jacob walk away.

                           SCOTT
                 Looks like your hero just gave up.

       And Karen still can't believe it.

       EXT. JUVENILE HALL COURTYARD - DUSK

       Jacob is sitting on a bench looking like a beaten man and 
       hating himself for it.

       Karen and Scott step out of a door.  They watch him for a few 
       seconds.  Then Karen walks towards Jacob.  Scott stays behind 
       and lights up a cigarette.

                           KAREN
                 How can you do this?

                           JACOB
                 Do what?  I'm not doing anything.

                           KAREN
                 Exactly.  After all we've been through 
                 you just throw in the towel.  Why?

                           JACOB
                 Because we're fucked.  The last thing the 
                 Dream Police told me was that they needed 
                 all our help.  Together.  Even if we 
                 weren't about to be split up there aren't 
                 enough of us left to make a difference.

                           KAREN
                 How do you know that?

                           JACOB
                 I don't.  But, it's all just too much.  
                 I've tried so hard and nothing's worked.  
                 I'm spent.  I'm wasted.  I'm...I'm so 
                 tired.

       Jacob puts his face in his hands.

                           JACOB (cont'd)
                 I've had enough.

                           KAREN
                 So you're just going to give up?  I'll 
                 bet that's something your mother never 
                 taught you.

       That hit home.  Jacob uncovers his face.  His ID bracelet 
       dangles from his wrist.  He looks at the bracelet.  ALICE 
       glints in the setting sunlight.  He remembers.  Jacob looks 
       up at Karen.

                           KAREN (cont'd)
                 We still have one night together.

                           JACOB
                 And we're not going to waste it.

       Jacob stands up.

       INT. JUVENILE HALL LOUNGE - NIGHT

       Jacob paces back and forth in front of Scott and Karen.

                           KAREN
                 Scott, we need you.

                           SCOTT
                 Look, I don't know what's going on 
                 anymore.  Two of my friends die and now 
                 you tell me I have to drop into dreamland 
                 with you guys to do battle with the dude 
                 that did it.

                           JACOB
                 We'll have help.

                           SCOTT
                 Ah, yes.  I almost forgot.  The Sleepy 
                 Squad.  Alright.  I'll make you a deal.  
                 I told you I wouldn't believe this stuff 
                 unless I saw it.  If I understand this 
                 correctly, all I have to do is fall 
                 asleep and you just whisk me into the 
                 action.

                           JACOB
                 Right.

                           SCOTT
                 Okay.  If that happens, if both of you 
                 show up in my dream, I'll help you out.  
                 If nothing happens, then I'll get a good 
                 night's sleep and laugh at you in the 
                 morning.

                           JACOB
                 Fine.  You got a deal.  And you won't be 
                 disappointed.

                           KAREN
                 I'm going to be sleeping in the girl's 
                 dorm.  Will you be able to bring me in?

                           JACOB
                 I hope so.  Then I got to make sure we 
                 all end up in Springwood.

                           SCOTT
                 The old stomping ground?

                           JACOB
                 Yeah.  Only right now it's not a very 
                 pretty place.

                           KAREN
                 What do we do when we get there?

                           JACOB
                 Play it by ear.  And try and stay alive.

       A SOCIAL WORKER sticks his head into the lounge.

                           SOCIAL WORKER
                 Half hour til lights out, everyone.

       The kids get up and start for the door.

                           JACOB
                 Off we go.

                           SCOTT
                 Into the wild black yonder.

       Scott shakes his head as they leave.

       INT. KAREN'S DORM ROOM - NIGHT

       Karen lies in bed, under the covers.  She holds the picture 
       of herself, thirteen years old.  She stares at it.  Still 
       that missing piece.

       Karen puts the picture on a nightstand and closes her eyes.

       INT. SCOTT & JACOB'S DORM ROOM - NIGHT

       Scott lies on the top of a set of bunk beds.  Jacob is on the 
       bottom and already looks asleep.

       ON SCOTT

       He's still awake.  Maybe he's starting to believe some of 
       Jacob's ramblings, because he nervously fidgets in bed.

                           SCOTT
                 Freddy Krueger.  Yeah, right.  Years ago 
                 some sicko gets fried and now he comes 
                 back to stick it to you when you're 
                 snoozing.  Stupid bedtime story.

       he sighs, looks at his wrist, but his watch isn't on.  Then:

                           SCOTT (cont'd)
                 Hey, Mr. Creepoid, you still up?
                     (a beat)
                 Yo, Jacob?

       There's still no answer.  Scott rolls and peeks over the edge 
       of the bunk bed.  And Jacob's not there.

                           SCOTT (cont'd)
                 Huh?

       Scott sits up, looks around.  And FALLS right through the 
       middle of his bed, NOT appearing underneath the top bunk.  He 
       just disappears.

       EXT. NIGHTMARE SPRINGWOOD - SOUTH STREET - NIGHT

       Scott falls out of a tree and lands with a THUD.  He groans, 
       slowly gets to his feet and takes in his surroundings.

       The road is dark and desolate.  The street lights emit a grim 
       brown glow and there are no stars or moon in the sky.

       SOUNDS echo through the trees and buildings.  Weird MOANS, 
       odd GURGLINGS, eerie WHISPERS, and an occasional unearthly 
       HOWL.

       This does not comfort Scott.

                           SCOTT
                 Oh, this is lovely.

       He starts cautiously walking down the sidewalk.  SOMETHING 
       flies by with a FLAPPING.  Scott ducks.  Was it a bird or a 
       bat or what?  It's already gone.

       Then a craggy voice calls out from behind a tree.

                           BUM
                 Hey, buddy?

                           SCOTT
                 Yeah, what?

       Scott is understandably jumpy.  The dark figure of a BUM 
       starts walking towards him.  Scott backs away.

                           BUM
                 Can you spare some change?

                           SCOTT
                 Um, well, let me see...

       Scott starts sifting through his pockets, and the BUM steps 
       out into the light.

       He has THREE EYES and a HUMP BACK.  Scott YELPS.

                           SCOTT (cont'd)
                 Holy Jesus Christ.

       The Bum grins and Scott starts stumbling away, his voice 
       trailing off:

                           SCOTT (cont'd)
                 I'll catch you next time, buddy.

       The mutant bum belches.

       EXT. NIGHTMARE SPRINGWOOD - PARNELL AVE. - NIGHT

       Karen rounds a corner.  She walks nervously down the middle 
       of the street.  There are no cars, and she wants to keep as 
       far away as possible from the houses on either side. 

       There is a CREAKING sound from one of those houses.  Karen 
       turns her head to look.

       A craggy OLD WOMAN is rocking back and forth on her front 
       porch.  She's eating something, something stringy and slimy.  
       She munches away with a vacant look in her eyes.

       The something in her hands MOVES slightly.  The old woman's 
       meal is still alive.

       Karen gags and walks faster.  And a PANTING sound is heard, 
       like two dogs.  Someone is walking their pet down the 
       sidewalk.  

       It's the MUTANT WOMAN from Jacob's opening nightmare: 
       straggly hair, oozing sores, limping.  The source of the 
       multiple paintings is her single dog, all two heads of it.

       The mutant woman waves unpleasantly at Karen.  Karen whimpers 
       and starts to RUN.

       WITH KAREN - RUNNING

       She stumbles quickly down the street.  We catch fleeting 
       glimpses of other horrors, twisted shapes, bent shadows.  

       Karen rounds a corner, and SCREAMS when she bumps into 
       someone.  It's Scott, out of breath from his own sprinting.

                           KAREN
                 Scott!  You're here.

                           SCOTT
                 Yeah.  Fun town.  Talk to any of the 
                 neighbors, yet? They're a swell bunch of 
                 folks.  

                           KAREN
                 Uh-huh.  Real friendly, too.

                           SCOTT
                 So this is a dream?

                           KAREN
                 And I'm in it with you.  Convinced?

                           SCOTT
                 Maybe I'm just dreaming bout being here 
                 with you.  Wouldn't be the first time.

                           KAREN
                 Nope.  I tired that one already.  Doesn't 
                 work.  Come on, we have to find Jacob.

       Scott nods and they take off down the street.  A cat with 
       three tails slithers by.

       EXT. NIGHTMARE SPRINGWOOD - MAIN STREET - NIGHT

       Jacob is standing motionless in the middle of the road.  He 
       stares down into the darkness, a wooden expression on his 
       face.

       Karen and Scott are running up behind him.

                           KAREN
                 Jacob!  Thank God!

                           SCOTT
                 So this is the place, huh?

       Jacob's eyes are steady.  He hasn't yet acknowledged the 
       other's presence.  He eyes are fixed on the gloominess in 
       front of him.  A look of vengeance beginning to grow as our 
       SHOT MOVES IN on him.

                           JACOB
                 I'm home.

       Karen and Scott are next to him now.  They stand silently 
       with Jacob for a few seconds.  Then:

                           KAREN
                 What now?

                           JACOB
                 Scott, are you with us?

                           SCOTT
                 A deal's a deal.

                           JACOB
                 Then we wait.

       And not for long.  FLASH!  In three bursts the Dream Police 
       appear directly across from the teenagers.  Scott and Karen 
       jump back.  Jacob hold his ground.

                           SCOTT
                 Whoa!

       The threesomes stand face-to-face in two parallel rows.

                           SCOTT (cont'd)
                 Nice outfits.

                           POWER COP
                 Is this all?

                           JACOB
                 All that's left.

                           SOUND COP
                 It'll have to do.

                           SCOTT
                 We can always come back later.  Like when 
                 it's daytime.

                           POWER COP
                 It's always night here.

                           JACOB
                 What's the plan?

                           BLADE COP
                 We need you to draw him out.

                           SCOTT
                 Terrific.  We're supposed to be bait.

                           SOUND COP
                 Essentially.

                           JACOB
                 Then let's do it.

       KABOOOOOOOOM!  A huge BRICK WALL, ten feet high and spreading 
       out across the street and through the houses, BLASTS up from 
       the asphalt.  Right between the Police and the kids.

       ON THE DREAM POLICE SIDE

       The three cops crouch into battle positions.

       ON THE TEENAGER'S SIDE

       The three of them have hardly any time to react before three 
       perfectly round HOLES open up underneath each of them.

       And Scott, Jacob and Karen fall into darkness.

       ON THE DREAM POLICE SIDE

       Sound Cop stands up and his body begins to VIBRATE.  A new 
       noise emits from his mouth: a HIGH PITCHED SQUEAL.

       And like the walls of Jericho, the bricks in front of them 
       fall apart and tumble to the ground.  Dust settles and the 
       Police walk over the rubble to the other side.  The kids are 
       gone.

                           BLADE COP
                 Fan out.

       The Dream Police break formation and scatter.

       EXT. A STREET

       A hole opens up in the road and WHOOSH, KAREN is elevated up 
       into the scene and the hole seals up instantly.

       She jumps  a few feet and drops to her knees, holding onto 
       the ground.  She looks up at a street sign.  It reads: ELM 
       ST.  Karen stands up and heads down the road.

       EXT. ROCHESTER AVE.

       Another hole, and VOOM, Jacob is shot up into the street.  He 
       spins around, trying to get his bearings.  It doesn't take 
       him long.  He knows exactly where he is.

                           JACOB
                 Oh no...

       He starts to run and we FOLLOW him.

       Jacob jumps over a procession of RATS making their way across 
       the street and just keeps on sprinting.  Until he reaches a 
       certain house.  He catches his breath as he looks at the 
       building, pain registering on his face.

                           JACOB (cont'd)
                 Mom...

       Jacob runs towards the house as our shot MOVES IN CLOSE to 
       the mailbox and ate name printed across it.  It reads 
       JOHNSON.

       INT. NIGHTMARE JOHNSON HOME - ENTRYWAY

       Jacob bursts through the door.  He turns on a light switch.  
       A lamp SPUTTERS into semi-life, and keeps sputtering, casting 
       a candle-like glow over the interior.  

       Cobwebs and dust cover everything.  Rats and tarantula 
       spiders skitter about.  Jacob grits his teeth and walks in 
       deeper.

       EXT. SPRINGWOOD TAVERN

       Scott BLASTS out of the asphalt.  He staggers for a few 
       seconds from the ride, then looks at the building in front of 
       him.  A puttering neon sign, ÔSPRINGWOOD TAVERN', marks the 
       local saloon.  Muffled MUSIC and VOICES seep through the 
       cracks of the double doors. 

       Scott looks around, then shrugs.  He heads for the entrance.

       INT. SPRINGWOOD TAVERN

       Dump is too clean a word, dive is too nice, abomination is 
       more like it.  A greenish haze covers everything.  Instead of 
       sawdust on the floor there is a collection of debris that 
       looks like a compilation of human teeth, crushed bugs, and 
       pools of unmentionable goo.

       Then there's the people.

       Imagine any profanity, any obscenity,any blasphemy, add them 
       all up - then double them.  It wouldn't even come close to 
       the patrons of this joint.

       They dance, they yell, they drink bloody bubbling mixtures.  
       There's a guy to the right that doesn't seem to mind that 
       half his brain is showing.  That girl over there has no jaw.  
       In a booth is a couple that are connected at the lips.  A 
       ventriloquist on stage is entertaining the troops with his 
       hand up the back of a real body.

       Scott steps through the door and blinks about a dozen times. 
       Then he decides that the smart course of action is to turn 
       around and go right back out.

       A MUTANT BOUNCER, half his face a skull, blocks Scott's way.

                           MUTANT BOUNCER
                 Two drink minimum.

                           SCOTT
                 Ah, that's okay.  I think I'm underage, 
                 anyway.

                           MUTANT BOUNCER
                 Two drink minimum.

                           SCOTT
                 No, really.  I'm driving.

                           MUTANT BOUNCER
                 Two drink minimum.

       The bouncer with the limited vocabulary seems adamant.  Scott 
       backs off and turns around.  He carefully moves forward.  A 
       MUTANT WAITRESS with three breasts slips next to him.

                           MUTANT WAITRESS
                 Can I get you anything?

                           SCOTT
                 That's okay.  I'll just sit at the bar.

                           MUTANT WAITRESS
                 Alright, honey.  You call if you need 
                 anything.

                           SCOTT
                 You bet.  You'll be the first to know.

       Scott turns away, trying to keep his eyes in their sockets.  
       He slides up to the bar next to a MUTANT BUSINESSMAN.  The 
       man's head is on backwards, his arms lean on the bar while 
       his face looks out into the crowd.  He has to twist his neck 
       to sip his vile drink.

       A BARTENDER, surprisingly normal-looking, steps up to Scott.

                           BARTENDER
                 What'll it be?

                           SCOTT
                 Um, a beer, I guess.

       The bartender fills a twisted glass with a sickly brown 
       liquid.  Chunks of matter float amongst the foam.  Scott 
       takes the drink warily and looks up at the businessman next 
       to him.  The mutant smiles at him.

                           BARTENDER
                 Go on.  Puts hair on your back.

                           SCOTT
                 And that's all?

       The bartender returns.  Holds one of those half pineapple 
       type drinks in his hand, except this one has the back end of 
       a wriggling lizard sticking out of mucousy fluid under a tiny 
       umbrella.  He gives it to Scott.

                           SCOTT (cont'd)
                 That's okay, this'll be plenty.

                           BARTENDER
                 No charge.  Compliments of the man at the 
                 end of the bar.

       The bartender walks away and Scott cranes his head to look 
       down the bar.

       SCOTT'S POV

       The crowd blocks his view, but we can see a gloved hand with 
       four blades strapped to it tapping nonchalantly on the 
       surface of the wood.

       BACK TO SCOTT

       He picks up his drinks, holding the moving one at arm's 
       length, and heads down the bar.

       AT THE END OF THE BAR

       sits Freddy Krueger.  He sips coolly on some hideous 
       concoction as Scott sits down in the chair next to him and 
       lights a cigarette, trying to look equally cool.

                           FREDDY
                 Welcome to my favorite haunt.

                           SCOTT
                 So you're the man.

                           FREDDY
                 At your service.

                           SCOTT
                 What's on your mind?

                           FREDDY
                 A deal.

                           SCOTT
                 A deal's what got me into this.

                           FREDDY
                 Bring Jacob to me.

       Scott, valiantly holding on to his nerve, raises an eyebrow.

                           SCOTT
                 What's in it for me?

                           FREDDY
                 Power.  You don't need to hang out with 
                 those losers. You're a take-charge kind 
                 of guy, Scott.  Like when you took charge 
                 of your father.

       Suddenly Freddy is spinning a gun on the bar with his free 
       hand.  Scott grimaces.

                           SCOTT
                 Leave my father out of this.

                           FREDDY
                 I'll make you mayor of Rosedale.

                           SCOTT
                 After you make it look like this?

                           FREDDY
                 You can have Karen.

       That was Freddy's trump card.  It really hits a nerve in 
       Scott.  Karen's everything he's ever wanted.

                           SCOTT
                 Alive?

                           FREDDY
                 Any way you want her.

                           SCOTT
                     (after a beat)
                 Okay.

                           FREDDY
                 Shake?

       Krueger holds out his knives.  Scott shakes his head.

                           SCOTT
                 No thanks.  I trust you.

       Freddy laughs.

       INT. NIGHTMARE JOHNSON HOME - ALICE'S BEDROOM

       Jacob opens the door into darkness.

                           JACOB
                 Mother?

       He turns on the light and a RED HAZE blankets the room.  
       Jacob looks up.  The dish-like ceiling lamp is filled with 
       blood.

       Jacob walks into the room, tears welling.  He walks by 
       Alice's vanity, her makeup still sitting there as if she 
       might show up and use it at any moment.

       He steps up to a wardrobe closet and touches the edges of it 
       lightly.  He reaches out and slowly, almost reverently, opens 
       the doors. 

       Dozens of writhing SNAKES drop out of the closet and slither 
       onto the ground.

       Jacob jumps back and SCREAMS.

       Then he just stands there in the middle of the teaming 
       reptile mass, not giving a shit anymore, going insane.  His 
       fists clenched, his head tilted back, as he YELLS into the 
       air like a wolf baying at the moon.

       EXT. SPRINGWOOD TAVERN

       Scott steps off the sidewalk and looks up and down the 
       street.  He thinks and we MOVE IN on him.

                           SCOTT
                 Mayor of Rosedale.

       Scott sneers.

                           SCOTT (cont'd)
                 What a crock of shit.

       We PULL WIDER as Scott cups his hands around his mouth.

                           SCOTT (cont'd)
                 Hey!  He's over here.  Yo!  Dream Police.  
                 Hello!  Come on.  Move you collective 
                 asses.

       CLOSE ON SCOTT

       He puts his hands on his hips and sighs.

                           SCOTT (cont'd)
                 Never a cop around when you need one.

       GLITCH! a stabbing sound of flesh, and Scott JERKS violently 
       as our shot PULLS BACK to reveal:

       Freddy behind Scott, his deadly fingers buried in the boy's 
       back.  Scott chokes on his own blood as Krueger growls.

                           FREDDY
                 I hate a snitch!

       Freddy pulls out his blades as Scott falls forward and with 
       his final breath utters:

                           SCOTT
                 Eat shit...

       His body hits the ground with a THUD as a sudden ROAR fills 
       the air.  Freddy looks around for its source.  And Sound Cop 
       drops down on him with a SMACK.

       The two of them tumble, then both jump up. Freddy laughs.  
       Sound Cop looks down at Scott's body, then back up at 
       Krueger.  His body is shaking with fury,and he opens his 
       mouth.

       The loudest sound yet comes from Sound Cop.  KABOOM!  A blast 
       of air at Mach 3 smacks into Freddy and sends him sailing 
       back, SMASHING right through the Tavern wall.

       INT. SPRINGWOOD TAVERN

       Freddy flies sideways, right through the bar, destroying 
       chandeliers as he careens through and punches yet another 
       huge hole through the opposite wall.

       The nightmarish customers don't even seem to notice.

       INT. NIGHTMARE JOHNSON HOME - ENTRYWAY

       Jacob is shuffling down the stairs as a SONIC BOOM of noise 
       echoes through the streets outside.

       He knows exactly what that sound means as we MOVE IN on his 
       face.

                           JACOB
                 Krueger...

       Jacob races for the front door.

       INT. SPRINGWOOD TAVERN

       The dust is just starting to settle as a THUD is heard coming 
       from the hole in the opposite wall.  Quickly followed by 
       Freddy's soaring body.  Krueger SMASHES into some tables and 
       slides across the floor.  Power Cop steps through the hole, 
       his fists clenched.  Freddy stands up and dusts himself off.

                           FREDDY
                 Lighten up, bone brain.

       Power Cop has no intention to.  He bolts over, grabs Krueger, 
       raises him over his head like a wrestler, slams him down on 
       the bar, and SHOVES Freddy, knocking glasses and ashtrays 
       aside until he SMACKS into yet another poor wall.

       Krueger barely gets back on his feet when Power Cop is right 
       on him again.  The big man in black SWINGS, but this time 
       Freddy DUCKS.  CRACK! a support column bursts into dust.  
       Freddy twirls around.  And the two of them start to PUNCH 
       each other.

       It's a barroom brawl between non-humans as Power Cop and 
       Freddy Krueger exchange multiple blows.

       SMACK SMACK SMACK!  Freddy nails Power Cop, whose head barely 
       seems to budge from the hits.

       POW POW POW!  Power Cop lays into Krueger, sending him 
       spinning and tumbling only to pick him up and start the 
       process all over again.

       This goes on for a while, and Krueger is losing.

       The mutant bouncer finally steps up to Power Cop to try and 
       put a stop to all this.

                           MUTANT BOUNCER
                 Take it outside!

       CRUNCH!  Power Cop puts a stop to the bouncer with a vicious 
       elbow in the chest.  All this gave Freddy a few seconds to 
       grab a chair and crack it ineffectually over the Cop's head.  
       The pummeling begins again.

       THWACK THWACK THWACK!  Power Cop is punching Freddy towards 
       the door.

       EXT. SPRINGWOOD TAVERN

       Like in an old wester, Krueger flies out of the double doors 
       and somersaults onto the pavement.  Sound Cop is a few yards 
       away knelt down next to Scott's dead body.  He looks up as 
       Freddy sneers.

                           FREDDY
                 No more playing around.

       Freddy raises his left fist and it begins to EXPAND.  It 
       grows like an inflated beach ball, except it doesn't look 
       soft at all.  Freddy slides up to the side of the entrance, 
       and raises his giant hammer hand.  Power Cop steps through, 
       looking for blood.  Sound Cop tries to warn him.

                           SOUND COP
                 Kincaid!

       Too late.  BAM!  Freddy's fist slams down on Power Cop's 
       head.  He's actually shoved down into the ground a full two 
       feet - trapped at the legs.

       BAM!  Freddy hits him again.  Power Cop is down to his thighs 
       and he can't get out.

       A RUMBLING is heard.  Freddy turns to see Sound Cop starting 
       to open his mouth.  Krueger instantly reaches down and grabs 
       a brick from the rubble and THROWS it at Sound Cop.

                           FREDDY
                 Put a lid on it!

       THUNK!  The brick lands squarely in Sound Cop's mouth, 
       stretching it painfully and blocking it completely.  Sound 
       Cop reels from the impact.  Tries to pull out the firmly 
       wedged plug.

       Freddy turns back to Power Cop, BAM!  Hits him down to his 
       hips.  The giant fist swings, BAM BAM BAM BAM BAM! like 
       hammering a nail until Power Cop DISAPPEARS into the ground.

       Freddy's hand deflates to regular size as he turns to the 
       struggling Sound Cop.

       Sound Cop's head is EXPANDING.  Pressure seems to be building 
       up, something's gonna blow.  Freddy picks up a boulder from 
       the street rubble.  He catapults it with both hands at Sound 
       Cop.  The boulder hits Sound Cop's head and takes it CLEAN 
       OFF.

       Sound Cop's decapitated skull tumbles away with the brick 
       still stuck, as a blast of air shoots up from the stump of 
       his neck with a SCREECH.

       Sound Cop's body stumbles for a few seconds, then falls over 
       limply.

       Freddy LAUGHS and laughs and laughs... KACHUNK! until a KNIFE 
       embeds itself in his back.  Krueger spins around.

       CHUNK CHUNK CHUNK!  Three more knives slam into his body as 
       he staggers back in surprise.  Blade Cop stands twenty feet 
       away reaching into thin air and whipping out knife after 
       knife, flinging them at Freddy.  They sail like flying 
       bullets.

       CHUNK CHUNK CHUNK!  Krueger falls back from the sheer force 
       of the onslaught, at least a dozen blades sticking out of his 
       body.  

       Blade stops. She stands there for a beat, waiting to see what 
       Freddy will do next.

       Krueger sways, looking like an inhuman pincushion.  Then he 
       grins.  His body steadies, and he suddenly poses like a body 
       builder and flexes every muscle.

       POP POP POP!  The daggers shoot out of his torso and limbs, 
       CLATTERING to the ground.

       The girl in black steps back and raises her arms.  SHINK 
       SHINK!  Two-foot-long sabers jut out from her forearms.  
       They're not held by her, they're a PART of her, exiting from 
       the tops of her wrists under her clenched fists.  She crosses 
       the blades in front of her.

                           FREDDY (cont'd)
                     (smiling)
                 Ah... a girl after my own heart.

       KACHINK! Freddy shoots out his finger knives and they EXTEND 
       to double their normal size.  He raises them and takes on a 
       fencing stance.

                           FREDDY (cont'd)
                 En guard, bitch

       SWOOP/CLANG!  A swordfight ensues.  Freddy swinging his four 
       long knives.  Blade slashing her rapier-arms.  They lunge, 
       they parry, they leap, they duck.

       CLANG!  They connect.  SCREEEEE.  Metal scrapes metal.  It's 
       a bastardized version of an Errol Flynn movie and Blade Cop 
       and Freddy are equally matched.  Blade moves to get the upper 
       hand.

       CLINK CLINK!  Blades shoot out of the girl's ELBOWS.  Now 
       when she takes a swing with her fists, another sword is right 
       behind it on the follow-through.

       Freddy gets caught off-guard.  Gets slashed twice in the 
       shoulder and twirls away.  Then starts to move FASTER.

       Blade counters with an equally increased intensity.  Freddy 
       ducks, SWOOPS out twice quickly.  A fold of black cloth drops 
       down on Blade's stomach, revealing naked skin and a little 
       blood.  They pause for a second.

                           FREDDY (cont'd)
                 Touche.

       And Blade becomes AIRBORNE putting a Samurai to shame, 
       twirling her legs up and out as a blade juts momentarily from 
       her RIGHT HEEL, chopping off Freddy's left hand.

       Krueger stumbles back in astonishment as green goo spurts out 
       of the stump.

       Astonishment turns to rage as the two converge again, 
       swinging away at an incredible rate.  An impossible rate.

       JACOB rounds the corner.  He stumbles into the action just as 
       the battling pair are becoming an obscure swirling GLINTING 
       MASS.  Pieces of them start to drop away.

       Blade's foot hits the ground.  Freddy's arm plops away.  A 
       broken sword hits the asphalt under the spinning cloud, then 
       one of Blade's arms.

       CLOSE ON JACOB

       as he watches, his eyes dart to try to follow the action 
       that's moving too fast for him to see.

       Then there's silence.

       We PULL BACK and PAN  to follow Jacob as he walks into the 
       scene of carnage.  He steps up to two pills of remains: one 
       black and flesh colored covered with red blood, the other a 
       heap of red and green cloth, scarred tissues, and pukish 
       green glop.

       Blade and Freddy have literally chopped each other to bits, 
       the two mounds of body parts steaming in the cold night air.

       Jacob sees something else and walks over to it.  It's Scott's 
       body.  Jacob kneels down next to the dead teenager.

                           JACOB
                 I'm sorry, Scott.

       A CRACKING sound makes Jacob stand up.  Over to the now-
       silent bar entrance a BLACK FIST punches up through the 
       cement.  With a crumbling of granite, Power Cop rises from 
       the earth.

       Something else moves behind Jacob and he turns, then SCREAMS.  
       Sound Cop's headless body walks into the shot, his arms held 
       ABOVE FRAME over his neck.

       Then Sound Cop's arms lower his dismembered HEAD onto his 
       stump, push it down, twist it til it stays.  With great 
       effort, Sound Cop yanks the brick out of his mouth.  

       Jacob now looks OFF SCREEN at something else, something that 
       REALLY makes his eyes widen.  We get to see the shadow of 
       what Jacob sees, projected on the wall of the bar behind him.

       The shadow of the pile of body parts that was Blade Cop 
       begins to MOVE.  The pieces start to REFORM, leg to torso, 
       arm to shoulder, head to neck.  The shadow on the wall rises 
       and we PULL BACK.

       Blade Cop stands across from Jacob, whole again except for a 
       flash of exposed flesh on her abdomen to remind her of the 
       experience.

       Jacob raises his eyebrows as the resurrected Dream Police 
       step around him.

                           JACOB (cont'd)
                 Okay, I'm impressed

       Blade whips her visor up to reveal an upset girl's face.

                           BLADE COP
                 You shouldn't be.

       Jacob frowns as the four of them walk over to the pile of 
       Freddy remains.  But they're not remains anymore.  All that's 
       left of Freddy is a stack of CLOTH remnants.

       A WIND rises and pieces of cloth blow away into the darkness.  
       The other two Dream Police raise their visors, looking 
       equally distraught.  They all face Jacob.

                           BLADE COP (cont'd)
                 This is what we were afraid of.

                           SOUND COP
                 He still exists.

                           JACOB
                 What!  How?

                           POWER COP
                 We're already dead, that's why he 
                 couldn't destroy us.

                           BLADE COP
                 But he's not dead. He's not alive either.  
                 He's something in between.

                           SOUND COP
                 He's not entirely part of reality or part 
                 of dreams.  He's unique.

                           BLADE COP
                 WE can't kill him.

                           POWER COP
                 We can wail away on each other until 
                 doomsday and not do any good.

                           JACOB
                 Then who's going to kill this fucker?

                           SOUND COP
                 YOU have to.

                           JACOB
                 How the hell am I supposed to do that?

                           BLADE COP
                 Krueger's power comes from his rage and 
                 the souls of children.

                           POWER COP
                 You have to find the original source of 
                 that rage and use it against him.

                           BLADE COP
                 This town in its present condition 
                 encompasses all evils from all times in 
                 its history.  The answer is here 
                 somewhere...

       Jacob sighs, then gets an idea.

                           JACOB
                 I think I know where...

       And he starts to run down the street.

                           BLADE COP
                 Jacob, wait.  We have to find him first.

                           JACOB
                 No time.  You guys find Karen!

       He disappears down the road as the Dream Police snap down 
       their visors

       EXT. ELM STREET HOUSE

       Karen stands in front of a rotted gate in front of a run down 
       building with shuttered windows and a crumbling foundation.  
       This isn't just an ELM STREET house, it's THE Elm Street 
       house.  And for some reason Karen is drawn to it.  She looks 
       to her let at the bent mailbox.

       It has a name plate on it.  Another one underneath it.  And 
       another.  It's as if people moved in and out and instead of 
       changing the plates on the mailbox, they just whacked a new 
       one over the old.  Karen steps closer to the mailbox.

       The little sign on the top reads WILLIAMS.  She touches it 
       with her finger and it drops off, the nails holding it on 
       rusted away to dust.  A new plate is revealed.  This one says 
       THOMPSON. Karen picks lightly at it, and it swings away.  The 
       name underneath makes Karen gasp.

       It reads KRUEGER.

       And there's still another one under that horrible name.  
       Karen quickly hits the Krueger plate off.  The last sign 
       reads UNDERWOOD.

       Karen frowns.  She turns back to the house, a determined 
       expression on her face.

                           KAREN
                 No more...

       She KICKS the gate open and walks up to the house.

       INT. ELM STREET HOUSE

       We've been here before, haven't we?  But for Karen it's the 
       first visit as she opens the front door and walks in.  She 
       takes in the twisted skeleton of a home for a few seconds and 
       then begins to SEARCH it.

       INT. ELM STREET HOUSE - LIVING ROOM

       Karen races through, pulling open desk drawers, rifling 
       through shelves, flipping through books.  She doesn't know 
       what she's looking for, but she knows she hasn't found it 
       yet.

       INT. ELM STREET HOUSE - KITCHEN

       The intensity of Karen's quest increases as she yanks open 
       cabinets and tosses plates to the floor.  Still nothing.

       INT. ELM STREET HOUSE - STAIRS

       Karen runs up them, a girl with a mission.

       INT. ELM STREET HOUSE - MASTER BEDROOM

       Karen flings the door open.  Nothing but a bed and a set of 
       drawers.  No hint as to the occupant's lives.  She doesn't 
       bother ransacking this one and goes on to:

       INT. ELM STREET HOUSE - FREDDY'S BEDROOM

       Jackpot.  Karen stares through the open door at a child's 
       room, a very twisted child's room.  She slowly walks in.

       A bed, a desk, a dresser.  There's a Jack-in-a-box with its 
       head torn off.  A disemboweled Teddy Bear.  White puffy guts 
       hanging out of it.  A clown doll with its face caved in.  A 
       hanging mobile made of strange bent shapes.

       And a pile of more-than-dirty clothes.

       Karen goes over to the pile and picks through it with her 
       toe.  A small pair of pants, about the right size for an 
       eight-year-old.  A black pair of shoes.  And a little 
       sweater, a RED AND GREEN STRIPED sweater.

       Karen goes over to the desk.  There is stack of drawings on 
       it - a child's drawings.  On one of them it looks like 
       someone was practicing writing their name.  FREDDY UNNERWOOD, 
       FREDDY UNDERWUD, FREDDY UNDERWOOD over and over again.  Until 
       the final attempt has the last name angrily crossed out, 
       replaced underneath by a hastily scrawled KRUEGER!!!

       Another piece of paper: a set of human stick figures.  A 
       small one is labeled FREDDY.  The large one is labeled DADDY.  
       The Daddy figure is depicted HITTING the Freddy figure.

       There are more drawings, all of them violent, the large 
       figure beating away at the small one.

       Suddenly a CREAKING.  Karen jumps.  Hides behind a bookshelf.  
       She's nervously trying to figure out what to do when a framed 
       picture catches her attention on the shelf.  It's a picture 
       of a tall, dark man and a little boy.  Karen reaches out to 
       grab the picture, but accidentally knocks over a glass mug 
       with a CRASH.

       FOOTSTEPS can now be heard tromping up the stairs.  

       Someone's coming and Karen's on the edge of panic.  She looks 
       around and finds an old baseball bat.  She grabs it and runs 
       to the side of the doorway as the FOOTSTEPS approach down the 
       hallway.  Karen raises the bat.

       And Jacob appears.  Karen pulls back with the bat as Jacob 
       jumps away from her.

                           KAREN
                 Jacob!  You scared the shit out of me!

                           JACOB
                 The feeling is mutual.

                           KAREN
                 Where are the Dream Police?

                           JACOB
                 I told them to look for you.  What are 
                 you doing here?  Don't you know what this 
                 place is?

                           KAREN
                 I do now.  Look what I found.

       She starts to drag him over to the desk of drawings.

                           JACOB
                 You've got to get out of here.

                           KAREN
                 Wait.  You have to see this.

                           JACOB
                 You don't understand.  The Police can't 
                 kill Freddy.  They literally chopped each 
                 other to pieces and he's still alive!  
                 Now I'm supposed to figure out how to get 
                 rid of him.

                           KAREN
                 But I think I found the answer.  Shut up 
                 for a second and look at these.

       She starts showing him the scrawlings.

                           JACOB
                 Okay, so he's a bad artist.

                           KAREN
                 No!  You told me Krueger's mother 
                 committed suicide and no one knows who 
                 his father was, right?

                           JACOB
                 Yeah...

                           KAREN
                 Freddy's been pushing all our buttons 
                 with our pasts.  These are HIS past.  
                 Don't you get it? HE was a foster child, 
                 too!

       She walks over to the bookshelf and grabs the picture of 
       LITTLE FREDDY and FREDDY'S FOSTER FATHER.

                           KAREN (cont'd)
                 Someone had to have taken care of him.  
                 This guy...he was Freddy's father.  Those 
                 drawings...they were Freddy's childhood.  
                 This house...it's where it all happened.

                           JACOB
                 But in reality Freddy hasn't lived here 
                 for decades.

                           KAREN
                 Like you tried to tell me once before, 
                 this is a dream.  Who knows why this is 
                 all here.

                           JACOB
                 All evils from all times in history...

                           KAREN
                 And isn't this where it all started in 
                 Springwood?  On Elm Street?

       Jacob thinks for a second.  It's all starting to make sense.

                           JACOB
                 But what does this do for us?

                           KAREN
                 There's got to be a way to use it against 
                 him.

                           JACOB
                 Okay, but we're not going to stand around 
                 here to figure out how. It's too 
                 dangerous.

       He grabs her hand and pulls her towards her door.

                           JACOB (cont'd)
                 Let's get out of this house.

       They head out to

       UPSTAIRS HALLWAY

       And Blade Cop is standing in the middle of the corridor.  The 
       two teenagers stop.

                           JACOB (cont'd)
                 Thank God.  Freddy's going to show up any 
                 minute.

       KACHINK!  A knife shoots out of Blade's right hand, ready for 
       action.  (but wait a minute, her uniform isn't ripped 
       anymore...)  Karen and Jacob make their way to the stairs.  
       He turns to Blade.

                           JACOB (cont'd)
                 Where are the others?

       Blade walks up to him and stands there.  Then JAMS HER KNIFE 
       into JACOB'S GUT.  Karen SCREAMS.  Jacob chokes.  Blade Cop 
       shoves the knife in further until it juts out of Jacob's 
       back.  She turns.

       Then BECOMES FREDDY.

                           FREDDY
                 Time to join your mommy.

       Krueger yanks his finger blades out and Jacob's limp body 
       falls at Karen's feet.  Karen shrieks and cries, dropping to 
       her knees to hold him.

                           KAREN
                 No no no no no no no...Jacob...

       He looks up at her, slowly dying.  She strokes his forehead 
       while Freddy laughs at the sentiment. 

                           FREDDY
                 Young love...ha!

                           JACOB
                 Karen...dream...powers....

       And Jacob is gone.  Karen sobs, so torn apart that she is 
       ignoring the incredible danger above her.  But not for long.

       Krueger grabs Karen by the neck.

                           FREDDY
                 It's past your bedtime, young lady.

       And he starts to DRAG her, kicking and screaming, her body 
       scraping across the floor towards the 

       MASTER BEDROOM

       Freddy drags Karen in and TOSSES her across the room.  She 
       lands with a THUD on the bed.  He saunters over to her and 
       climbs up on the bed next to her.  Gets on top.

       Karen yells and hits him uselessly with her fists and it's 
       horrible because there he is, pressing down on her, right in 
       her face, mounting her as if he's going to rape her.

                           FREDDY (cont'd)
                 Aw, sweetheart.  This won't hurt a bit.

       She screams as he presses even harder.

                           FREDDY (cont'd)
                 Come on.  Be Daddy's little girl.

       And the last three words of that sentence seem to ECHO 
       through the room, swirling around Karen.  DADDY'S LITTLE 
       GIRL.  "Daddy's little girl."  Karen twists her head away.

       And Freddy's become Karen's FATHER.  He looks down on her 
       with a lecherous grin.

                           KAREN'S FATHER
                 That's my baby.  That's Daddy's little 
                 girl.

       Karen stops struggling.  The realization grows on her face 
       with the resurfacing memory.

                           KAREN
                 Oh no...

                           KAREN'S FATHER
                     (Freddy's voice)
                 Now do you remember?

       She does.  And she has an answer for him.

                           KAREN
                 You're NOT my father.

                           KAREN'S FATHER
                 But we're going to have the same fun!

       Karen stares at him defiantly.  And a HAND grabs Karen's 
       Father, and yanks him away.  We PULL BACK.  

       KAREN'S MOTHER is next to the bed.  Furious.

                           KAREN'S MOTHER
                 That's enough!

       And she SLAPS Karen's Father.  He stands up, SLUGS her across 
       the jaw.  She tumbles back.  Karen sits up.

                           KAREN
                 Mommy, no!

       Karen's Mother gets up, a defiant look just like Karen's on 
       her face.

                           KAREN'S MOTHER
                 You're never going to touch her again!

                           KAREN'S FATHER
                 I'll touch what I want!

       BAP!  He strikes her again, sending her right out the door.  
       He follows her. Karen stands up and runs after them.

       IN THE HALLWAY

       CRACK!  The man hits the woman down to the floor.  Karen's 
       mother stands up, just taking it.  She's at the top of the 
       stairs.  Karen's Father swings his arm back, and Karen jumps 
       on him.  He shrugs her away violently.

       WITH KAREN

       as she hits the ground and the wall next to Jacob's body.  
       She looks up.

       WIDER

       And Karen's Father is now FREDDY again.  He swings his fist.  
       SMACK!

       Karen's Mother reels from the hit, falls backwards.  Karen 
       jumps up to try and help her, reaching past Freddy.  But it's 
       too late.

       Karen's Mother tumbles down the stairs, head hitting, bones 
       cracking, disappearing into darkness.

       Freddy grabs Karen by the neck and lifts her.  DANGLES her 
       over the top of the steps.

                           FREDDY
                 Be honored, bitch.  You're the last soul 
                 I need.

       And Jacob RISES UP behind Krueger.  GRABS him.  Freddy DROPS 
       Karen.  She hits hard and rolls down the steps as Freddy 
       turns, his knives swinging out and SLAMMING Jacob's gut one 
       more time, IMPALING him against the wall.  Jacob gasps out 
       his final breath.

                           JACOB
                 I'll be back...

                           FREDDY
                 I'll be waiting.

       Freddy pulls his blades out of Jacob and the wall.  The boy's 
       body hits the floor for the last time.  Freddy turns back to 
       the stairs and looks down them.

                           FREDDY (cont'd)
                 Where's my little pumpkin?

       He strolls down the steps.

       DOWNSTAIRS HALLWAY

       Freddy walks down and no one's there.  Karen's Mom was just 
       an illusion, but Karen herself, dead or alive, is nowhere to 
       be seen.

                           FREDDY (cont'd)
                 Play time is over, bitch.

       He walks down the hallway.  Eyes darting.  Until a BOOMING 
       VOICE is heard from the kitchen.

                           VOICE
                 FREDERICK!

       Freddy cocks his head and frowns.

                           VOICE (cont'd)
                 Frederick!  What have you done?

       And, amazingly, a look of FEAR crosses Krueger's face.  
       Something about that voice has struck terror in the heart of 
       the creature that fears nobody.

       Krueger turns to the kitchen door.  A man steps out of the 
       shadows, a big muscular man with a horrifying look in his 
       eyes.  A man we've seen somewhere before - in a picture.

       It's FREDDY'S FOSTER FATHER - MR. UNDERWOOD.  And he looks 
       pissed beyond belief.

       Freddy shrinks back, eyes widening.

                           FREDDY
                 Daddy?

                           MR. UNDERWOOD
                 Don't you "Daddy" me!

       Mr. Underwood raises his arm and SMACKS Freddy across the 
       skull.  Krueger tumbles back into the hallway.

       Freddy scrambles to his feet.  Shakes with dread.  Looks like 
       a scared little boy.  Mr. Underwood advances on him.

                           FREDDY
                 No, Daddy. Please...

       Freddy turns and bolts for the front door.  He flings it 
       open.  Power Cop stands in his way and SHOVES Freddy back - 
       back in front of his foster father.

       PUNCH - a vicious blow from Underwood sends Krueger into

       THE LIVING ROOM

       where Freddy falls over a couch.  Underwood stomps into the 
       room. Krueger scrambles up and heads for the archway leading 
       into the dining room.

       BLADE COP blocks the escape.  The ripped flap of her uniform 
       proving she's the real one. She KICKS Freddy back and into 
       Underwood's hands.  The man picks up Krueger and HITS him 
       again.  And again.  And again.

                           FREDDY (cont'd)
                 Stop.  You're hurting me.  Stop.

       Freddy wriggles away and opens a window.  Sound Cop fills the 
       window, cutting him off.  Pushes him back inside.

       Mr. Underwood grabs Krueger and slaps him over and over.  
       Slugs him.  Gives the beating he's got coming to him.

       And Freddy MOANS and YELLS like a blubbering child.  Shrinks 
       into a corner but is yanked out for more pummeling.

       Power Cop stands at the exit to the hallway.  Blade Cop 
       continues to obstruct the dining room arch.  Sound Cop steps 
       through the window and stands in front of it.  The Dream 
       Police just stare in silence.

       It's not a street fight, not a punching match.  Just a 
       ruthless thrashing that would be hard to watch if it weren't 
       for the fact that we are all cheering because no one in 
       history has ever deserved it more.

       Underwood stops the whipping and stands over Krueger who is 
       lying on the ground whimpering, pleading for mercy.

                           FREDDY (cont'd)
                 Why, Daddy?  What did I do?

                           MR. UNDERWOOD
                 You took some things that don't belong to 
                 you!

       And with that, Underwood brings his fist down and JAMS it 
       into Freddy's stomach.  Right THROUGH IT.  Shoving it into 
       his very body.

       Freddy SCREAMS.  Underwood violently pulls his fist out and 
       there's SOMETHING in it.  A shimmering flowing thing.  
       Crackling with unworldly LIGHT.  It's a SOUL.  It's Wesley's 
       SOUL.  Underwood flings his arm out and lets go.  Wesley's 
       soul flies into thin air and DISSIPATES.

       Krueger's father brings his hand down again and RIPS out 
       GINA'S SOUL.  Again.  JACOB'S SOUL.  Freddy opens his mouth 
       and shrieks.  As Underwood raises his arms and begins to 
       SPARKLE.  FLASHES of light bounce around his body. He's 
       changing.

       And something's happening to Freddy's too.  Steam is rising 
       from the creature.  His feet are starting to flatten as he 
       lays on the ground and BLACK GOO oozes from his pores.

       He's melting.  And still screaming as he watches his foster 
       father's image turn into:

       KAREN.  An aura of LIGHT vanishes around her body as she 
       lowers her arms with a victorious yet sad look on her face.  
       Freddy DIES.

       A look of horrified realization burns in Krueger's eyes as he 
       sees Karen and CONTINUES to scream inhumanly.

       His body dissolves, all of it liquefying into BLACK SLIME.  
       Gone.  Just a bubbling black puddle of gunk is left.  His 
       SHRIEK echoes through the room and everywhere else.

       Then the GUNK grows and changes into a dark cloud that begins 
       to EXPAND.

       Power Cop runs up, grabs Karen and yells.

                           POWER COP
                 We gotta get outta here!

       Karen, almost mesmerized by the black cloud spreading in 
       front of her, stumbles away with Power Cop.

       EXT. ELM STREET HOUSE

       The Dream Police and Karen bolt out the front door and run 
       down the street as a RUMBLE joins Freddy's thunderous SHRIEK 
       and the entire town begins to SHAKE.

       We stay with a shot of the house as the noise and vibrations 
       continue.

       And the Elm Street House EXPLODES.  The BLACK CLOUD punches 
       out the roof and the walls, sending wood and debris flying 
       everywhere.

       The rubble flies into the air, hangs there for a beat, then 
       falls to the ground.

       All is SILENT.  And the dark cloud turns WHITE.  The milky 
       fog spreads out.

       EXT. ELM STREET INTERSECTION

       Karen falls to her knees on the pavement, not looking back at 
       the destruction one block away.

       The Dream Police stop running to turn to face her.  Karen 
       hangs her head and cries.

       Blade steps forward.

                           BLADE COP
                 It took a human touch.  It took knowing 
                 HIS nightmare.  Goodbye, Karen.

       Karen raises her head as the Dream Police turn away.

       KAREN'S POV - THE DREAM POLICE

       walk off into the distance.  Just as they are about to vanish 
       into the darkness, a FOURTH FIGURE appears and joins them in 
       formation.  Then they all disappear.

       ANGLE ON KAREN

       Her mouth drops open at what she's just seen.  What she 
       DOESN'T see is the white cloud swooping down the street 
       behind her. She just closes her eyes as the ivory mist 
       envelops her and the SCREEN GOES WHITE.

       FADE IN FROM WHITE TO:

       EXT. PARK BENCH - DAY

       Karen lies sleeping on the bench amongst the grass and trees.  
       Her eyes open and squint at the bright light.  She sits up 
       and tries to get her bearings.  Some hair falls into her face 
       and she brushes it away.  Only then noticing that she's 
       holding something in her hand.

       She opens her hand and looks down.

       KAREN'S POV

       It's an ID bracelet.  A band of gold with a larger plate 
       dangling from the middle of it.  Karen's hand turns it over.  
       This time the printing reads JACOB.

       WITH KAREN

       she chokes back the tears.  We hear a PANTING O.S.  Then a 
       woman's voice.

                           WOMAN
                 You okay, honey?

       Karen looks up as we PULL BACK.  A pleasant-looking woman, no 
       longer a mutant, is walking her cute dog.  She looks 
       sincerely concerned.  Karen nods.

                           KAREN
                 Yes.  I'm alright.

                           WOMAN
                 I've never seen you around.  Are you new 
                 in town?

                           KAREN
                 Sort of.

                           WOMAN
                 Well then...
                     (she smiles)
                 Welcome to Springwood.

       The woman continues on her way.  Karen sighs and puts the 
       bracelet on her wrist.  She stands and our SHOT PULLS UP AND 
       AWAY as the pretty young girl starts walking through a town 
       she's never seen - except in her dreams.

                                                          FADE OUT.