"Pitch Black", shooting draft, revised by David Twohy



   









                           PITCH BLACK

                           Screenplay

                               by

                           David Twohy


               Based on material by Ken and Jim Wheat






                                             Revised First Draft
                                             3/3/98








     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS
     AND SOME "OMITTED" SLUGS. THEY HAVE BEEN REMOVED FOR THIS
     SOFT COPY.

     NOTE ALSO: THE HARD COPY OF THIS SCRIPT WAS IN THE NON-
     PREFORMAT FONT "TIMES NEW ROMAN". THIS HAS BEEN CHANGED
     TO PREFORMATTED TEXT FOR THIS SOFT COPY.









Though mentioned often in the script, the creatures in PITCH BLACK are 
seldom seen at length; rather, they are glimpsed, they are heard, they are 
felt. They are, really, the embodiment of your nocturnal fears: A howling 
coyote that jars you awake; the painting on the wall that comes to life
when stared at too long...the sway of your bed just before the earthquake 
hits. Chimera of the night. The point is made so the reader appreciates
that the focus of the finished film will not be on what the creatures do, 
but on what the creatures do to reveal the inner nature of the characters. 
For PITCH BLACK is, at its heart, a story of humanity and courage -- and 
lack of the same.



                                                       David Twohy








     CUT IN:

     INT. MAIN CABIN

     A CRYO-LOCKER BLOWS OPEN, spitting out...

     CAROLYN FRY. She hits the deck of the main cabin: Four crew
     lockers in a forward section, countless more in back. But the
     deck is canted at a sick angle and ALARMS SCREAM everywhere:
     The world is dying around her.

     Legs wobbly, shivering like a flu victim, Fry stumbles to the
     next forward locker. It's riddled with holes. One DEAD CREWIE
     is seen through fractured plexi, body pocked and bloodied. But
     in the next cryo-locked...

     The CAPTAIN is struggling awake. Fry's face floods with relief.
     Slapping an intercom:

                              FRY
               Hear me? Cap'n? Some kinda compromise to
               the hull...holding for now, but...Goddamn,
               I'm glad you're alive. Gotta pull your
               E-release...no, red handle, red handle.
               I'll get the warm-ups out while --

     PHFUT-PHFUT-PHFUT-PHFUT: Particles bore through the cabin,
     blasting open the captain's chest, shattering plexi, DETONATING
     INSTRUMENTS on the opposite wall and leaving CONTRAILS
     HISSING in the air.

     Fry lands on her ass, horrified. Suddenly...

     Another LOCKER BLOWS OPEN. A body falls right on top of Fry --
     but this one's still alive. Disoriented, frantic:

                              OWENS
               Why did I fall on you?

                              FRY
               He's dead. Cap'n's dead. Christ, I was
               looking right at him when --

                              OWENS
               I mean, I mean, chrono shows we're 22
               weeks out, so gravity wasn't supposed to
               kick in for another 19. I mean, I mean,
               I mean, why did I fall at all?

                              FRY
               You hear me? Captain's dead. Owens too.

                              OWENS
               Oh, no. Not Owens, not.... Wai', wai',
               wait. I'm Owens. Right?

     They swap nightmare looks, momentarily unsure of their own
     identities.

                              FRY
               Cryo-sleep. Swear to God, it sloughs
               brain cells.


     INT. NAV-BAY - MAIN CABIN

     They stumble into nav-bay. ALARMS CONTINUE. Fry grabs warm-up
     suits out of storage, pitches one to Owens, checks her screens.

                              FRY
               1550 millibars, dropping 20 MB per minute,
               shit, we're hemorrhaging air. Somethin'
               took a swipe at us.

                              OWENS
               Just tell me we're still in the shipping
               lane. Just show me all those stars, all
               those bright, beautiful, deep-space....

     Owens activates an exterior view: A planet rushes up at us.
     That's why they have gravity.

                              FRY
               Jesus God....


     EXT. SHIP - PLANET'S ATMOSPHERE - DAY

     The SHIP PLOWS through the upper atmosphere, antennae pylons
     already disintegrating.


     INT. PASSAGE TO FLIGHT DECK

     Heart battering her ribs, Fry runs forward, using hand-holds to
     steady herself. Over a headset:

                              OWENS (V.O.)
               They trained you for this, right? Fry?
               FRY?

     She doesn't answer.


     INT. FLIGHT DECK - DAY

     Fry harnesses in, starts running switches -- but fumbles a few
     times, making mental errors. Finally she gets crash-shutters
     open to reveal...

     CLOUD STRATA sweeping up past the windscreen like floor-lights
     on a dropping elevator. We're shedding big altitude.


     INT. NAV-BAY - MAIN CABIN

                              OWENS
               ... crisis program selected Number Two of
               this system because it shows at least some
               oxygen and more than 1,500 -- would you
               SHUT THE FUCK UP!
                         (hammers a button,
                          SILENCES ALARMS)
               -- more than 1,500-millibars of pressure
               at surface-level. Okay, so maybe the ship
               did something right for a change....


     INT. FLIGHT DECK - DAY

     As Fry runs more switches.


     INT. SHIP - DAY

     As JETTISON DOORS CLOSE around the ship.


     INT. FLIGHT DECK - DAY

     As Fry flips up a security-latch -- and thumbs the switch below.


     EXT. SHIP - PLANET'S ATMOSPHERE - DAY

     MULTIPLE SHOTS: EXPLOSIVE BOLTS RAPID-FIRE around the ship's
     skin, blowing away non-essentials that hinder aerodynamics --
     including big deep-space drives. But this last separation puts
     the ship into a dangerous roll.


     INT. FLIGHT DECK - DAY

     Out the windscreen, cloud strata roll vertiginously. Fry throws
     actuators...


     EXT. SHIP - PLANET'S ATMOSPHERE - DAY

     And airbrakes deploy. She manages to kill the roll. But the
     ship's still coming in nose-high.


     INT. NAV-BAY - MAIN CABIN

                              OWENS
               ...showing no major water bodies...maximum
               terrain, 220 meters over mean surface...
               largely cinder and gypsum with some
               evaporite deposits....

     JETTISON DOORS CLOSE behind Owens, segregating him from the
     passenger compartment. It scares him for a new reason.

                              OWENS
               Fry? What're you doing?


     INT. FLIGHT DECK - DAY

     Fry flips up a new security-latch. INTERCUTTING:

                              OWENS
               Fry?

                              FRY
               Can't get my nose down...too much load
               back there....

                              OWENS
               You mean that "load" of passengers?

                              FRY
               So what, we should both go down too?
               Out of sheer fucking nobility?

     Tortured silence. Fry's thumb moves to the switch that will
     jettison the passenger cabin. Jettison 50 people.


     INT. MAIN CABIN

     SELECTED SHOTS of faces inside cryo-lockers, among them JOHNS.
     He's prime-of-life, badge on display, some kind of cop. Shaken
     awake, he clears condensation to check the locker directly across
     from his, finding...

     RIDDICK. Small black goggles hide his eyes. A metal bit wedged
     in his mouth lends a perpetual grimace. A read-out admonishes
     "LOCK-OUT PROTOCOL IN EFFECT. ABSOLUTELY NO EARLY
     RELEASE."


     INT. FLIGHT DECK - DAY

                              OWENS
               Look, Fry. Company says we're responsible
               for every one of those --

                              FRY
               Company's not here, is it?

                              OWENS
               When captain went down, you stepped up --
               whether you like it or not. Now they
               train you for this, so --

                              FRY
               And there wasn't a simulated cockroach
               alive within 50 clicks of the simulated
               crash site! That's how they train you!
               On a fucking simulator!

     Owens unbuckles from his chair.

                              OWENS
               Don't touch that switch!

     Overcome by guilt, Fry retracts her thumb of mass destruction.
     But a HUGE JOLT puts the thumb right back.

                              FRY
               I'm not dying for them.

     She pushes it. But this time...


     EXT. SHIP - PLANET'S ATMOSPHERE - DAY

     No bolts fire. Nothing separates from the SHIP THAT SCREAMS DOWN
     through the clouds.


     INT. NAV-BAY - MAIN CABIN

     Now we see why: Owens reopened the jettison doors locally -- and
     blocked them open.

                              FRY
               Owens!

                              OWENS
               70 seconds! You still got 70 seconds to
               level this beast out!


     INT. FLIGHT DECK - DAY

     Seething anger and guilt, Fry pops more airbrakes, shedding more
     speed, more heat. The ship does level -- but it's still being
     pounded hellishly. She tries to get a stable view out...

     The windscreen. We're breaking through cloud-bottoms. There's
     just a glimpse of landscape before...


     EXT. SHIP - PLANET'S ATMOSPHERE - DAY

     An airbrake fails. It shears off and pinwheels into...


     INT. FLIGHT DECK - DAY

     The windscreen. It cracks into a thousand spiderwebs -- but
     impossibly it holds. For now.

                              OWENS (V.O.)
               What the shit was that?

     Sunlight flares from every fractured edge: It's like looking
     into burning diamonds, and Fry can only get an impression
     of the outside world. Now she has to rely on...

     A ground-mapping display. 120 meters altitude. And dropping.


     INT. CRYO-LOCKER - DAY

     INTERCUT Johns. Realizing he's in some kind of shit-storm, he
     claws at safety restraints.


     INT. FLIGHT DECK - DAY

     Ground-mapper: 60 meters. COLLISION ALARMS kick in.

     Out the fractured windscreen, we see a huge dark mass rise up
     into view. Land.

     40 meters...30...20...10....

     Fry braces.

     IMPACT. The WINDSCREENS IMPLODE. AIR HURRICANES in.


     INT. NAV-BAY - MAIN CABIN

     IMPACT. Chairs rip from their moorings. Strapped into one,
     Owens slams into the ceiling.


     INT. MAIN CABIN - DAY

     IMPACT. Johns BLOWS OUT of his locker -- and wishes to God he
     would've stayed inside, because just beside him...

     The hull is cracking open.

     NIGHTMARE SHOT: A huge section of the cabin tears free...
     skitters and CRASHES along the planetfloor behind us...and
     disintegrates out of sight. 40 cryo-lockers vanished with it.
     40 lives.


     INT. FLIGHT DECK - DAY

     Hammered by WIND, Fry opens her eyes experimentally.

     FRY'S POV: A vortex of motion, of speed, of blurring debris.
     But the ship is burrowing in. Burrowing under.

     Fry pivots her chair 180 degrees a nanosecond before...
     Dirt avalanches into the cockpit. It buries CAMERA.

                                                       BLACKOUT


     INT. MAIN CABIN - CRASH SHIP - DAY

     Choking yellow dust. Ghostly silhouettes are COUGHING, MOANING,
     CALLING OUT to other survivors in English and, surreally, in
     Arabic. Soon we find...

     Johns. Ears running blood. Stumbling his way to...

     Riddick's cryo-locker. Empty. Johns reaches for his holster.
     Gone, torn right off his belt. No prisoner and no weapon --
     spooky combination. Nearby he sees...

     The light of a cutting torch. Someone's using it to open a
     jammed cryo-locker. The plexi is torched away to reveal...

     AUDREY, 12 years old. Unscathed.

                              AUDREY
               Somethin' went wrong, huh?

     Johns searches for his pistol. Behind him, two chained feet
     lower into FRAME -- and then attack, swinging over Johns' head...
     getting the chain on his neck...twisting hard, using the chain as
     a choke-collar. Johns flicks open a baton, swings it up at...

     Riddick. Still in body chains and mouth-bit. Clinging to a
     ceiling support. Riding out the baton blows.

     Seconds from blacking out, Johns strains forward...forward...and
     finally breaks Riddick's grip on the support. He keeps hold of
     the chained feet so that...

     Riddick SLAMS HEADFIRST into the deck. Johns lays the baton on
     his neck.

                              JOHNS
               One chance and you blew it, Riddick.
               Never cease to disappoint me.


     INT. FLIGHT DECK - CRASH SHIP - DAY

     Darkness. A light beam sweeps the dusty air of the cockpit.
     It's packed with dirt, no signs of life. About to search
     elsewhere, Johns turns back at...

                              FRY (O.S.)
               Hey.

                              JOHNS
               Hey, who?

                              FRY (O.S.)
               Hey, me. Over here.

     His light finds a headrest sticking up from the dirt. Johns
     crawls closer, checks the other side of the headrest and finds
     her. Fry. Buried to the gills.

                              JOHNS
               Amazing. I'm Johns.

                              FRY
               Carolyn Fry. I'd shake hands, but...

     He manages a smile and starts digging her out. Almost dreading
     to ask:

                              FRY
               Are there any others, Johns?


     INT. MAIN CABIN - CRASH SHIP - DAY

     Johns helps Fry through the carnage. She's stunned by it all --
     but especially by the blast of sunlight where a hull used to be.

     Realizing she's in nav-bay, Fry starts digging like a search dog
     to uncover...

     Owens. Still strapped to his chair. Metal rod piercing his
     chest close to the heart. Dead. Fry reaches out to touch him.

                              OWENS
               Out, out, out, GET IT OUTTA ME!

     She recoils hard. He's still alive. The other survivors bungle
     over. Ten seconds of pure chaos:

                              VOICES
               Pull it out of him...No, it's too close to
               the heart...You gotta do it, just do it
               fast....

     Fry grabs the rod.

                              OWENS
               Don't touch it! Don't touch that switch!

                              VOICES
               You'll kill him, I'm tellin' you, shit,
               just leave it alone...delirious...doncha
               you got some drugs for this poor man....

                              OWENS
               Don't touch that switch!

                              FRY
               Awright, awright, someone...there's
               Anestaphine in the med-lock, that end of
               the cabin...next to....

     But there is no more "that end." In exquisite pain, Owens
     screams on. REACTION SHOTS of Johns, Audrey. Seldom are human
     beings witness to such raw suffering.

                              FRY
               Get away. Everybody.

     The others leave -- except for Audrey, staying behind to watch
     in morbid fascination. Johns doubles back and collars her.
     Leaving, they pass...

     Riddick, cuffed to a bulkhead. His eyes, still hidden by
     goggles, track Johns and Audrey toward daylight.


     EXT. CRASH SHIP - DAY

     The survivors straggle outside. CAMERA SURVEYS new faces:

     ZEKE and SHAZZA. Male-female team of bushwhackers, partners in
     life. Shazza has a tough sexiness. Zeke's face shows aboriginal
     blood. (30s.)

     PARIS. Overfed, overgroomed. A puff pastry of a man. (40s or
     50s.)

     Four male "Chrislams": The pillar-steady IMAM (50ish), and
     THREE PILGRIMS, young and excitable (late-teens). (NOTE: The
     Chrislams represent a union between Christianity and Islam. They
     have the iconography of Christians yet the physical look of Arab
     Muslims.)

     WIDE SHOT: All around them is stark and unforgiving terrain.
     The valley floor is relieved only by low hills to one side,
     spiked with earthen spires. Scorching down on everything are
     two suns -- one red, one yellow.

                              PARIS
               Well. Our own little slice of heaven.

     The Chrislams fall to their knees. Confusion as they try to
     orient themselves.

                              IMAM
               Please...which way to New Mecca? We must
               know the direction in order to pray.

     North? South? East? West? Nobody knows. Johns snaps open a
     compass, finds the needle swaying rudderlessly. The SCREAMING
     inside the ship finally ends.


     INT. CRASH SHIP - DAY

     As Fry holds Owens, now dead.


     EXT. CRASH SHIP - DAY

     The four Chrislams have devised a way to pray: Backs together,
     each faces a different compass point.


     EXT. TOP OF CRASH SHIP - DAY

     Fry climbs onto the back of the ship. Johns Paris, Zeke, Shazza,
     Audrey are already here.

                              JOHNS
               Big talk about a scouting party...

     Fry sees the huge smoldering scar in the ground behind the ship.
     One glance confirms that there are no other survivors.

                              JOHNS (CONT'D)
               ...then we saw this.

                              PARIS
               Anyone else having breathing problems?
               Aside from me?

                              AUDREY
               Like I just ran, or something....

                              SHAZZA
               Feel one lung short. All of us.

                              PARIS
               Well, I tend toward the asthmatic. And
               with all this dust....

     Faces turn to Fry: They're looking to her for answers.

                              FRY
               It's the atmosphere. Too much pressure,
               not enough oxygen. Might take a few days
               to --

                              ZEKE
               So what the bloody hell happened, anyways?

                              FRY
               Somethin' knocked us off-lane. Maybe a
               rogue comet. Maybe we'll never know.

                              SHAZZA
               Well, I for one, am thoroughly fucking
               grateful. This beast wasn't made to land
               like this. But cripes, you rode it down.
                         (to others)
               C'mon, you lousy ingrates, only reason
               we're alive is a'cuzza her.

     Others CHIME AGREEMENT, laying thankful hands on Fry's shoulders.
     HOLD on Fry, her face betraying nothing as they anoint her their
     savior.


     INT. MAIN CABIN - CRASH SHIP - DAY

     Breaking out pressure suits:

                              FRY
               Liquid oxygen canisters inside. Start
               ripping them out. Quick hits only -- try
               to make it last.

                              AUDREY
               Well, is someone coming for us? Or are
               we all just gonna die of exposure or
               dehydration or sunstroke or maybe even
               something worse?
                         (off their looks)
               Hey, you don't have to worry about scaring
               me.

                              SHAZZA
               We're worried you'll scare us.
                         (ushering her away)
               Name's "Audrey," right, love? And you're
               goin' to Taurus Three like we were?

                              AUDREY
               Yeah, but...do we even have enough food
               to get there? Or will we have to resort
               to cannibalism?

                              ZEKE
                         (to Fry)
               I'll see 'bout makin' this air go a bit
               further, cap'n. With your permission,
               a' course.

     Fry blinks. "They actually think I'm the captain." Zeke and the
     others get to work. Fry finds herself staring at another
     problem. Riddick.

                              FRY
               And him?

                              JOHNS
               Big Evil?

                              FRY
               We just keep him locked up forever?

                              JOHNS
               Be my choice. Already escaped once from
               the max-slam facility on --

                              FRY
               I don't need his life story. Is he really
               that dangerous?

                              JOHNS
               Only around humans.

     Riddick has his mouth on the hull, virtually licking the metal.
     Fry moves closer -- and now sees it sheeting down the hull.

                              FRY
               Oh, Christ....

     They're losing water. Suddenly Fry is running, snatching up an
     emergency light, climbing wall-rungs...


     INT. MACHINE LEVEL - CRASH SHIP - DAY

     And crawling through dusty superstructure to reach the water
     cistern. She opens a crank-hatch -- and finds light invading the
     interior. Her face dies.

                              ZEKE (V.O.)
                         (shouting)
               Well? Is it just the pump?

                              FRY
               Ask if anyone has anything in cargo!
               Anything to drink!


     INT. CARGO HOLD - DAY

     Oversize DOORS RUMBLE open. Fry, Johns, and Paris climb into
     this dark corridor lined with cargo containers. Each container
     has an access door.

                              PARIS
               Mine here....

     As Paris unlocks, Johns steadies himself, suddenly light-headed.

                              FRY
               S'matter?

                              JOHNS
               Little swamp-flu from the Conga system.
               Never shook it with all this cryo-sleep.

     Paris opens his container to reveal...


     INT. PARIS' CONTAINER - CARGO HOLD - DAY

     Tiffany chairs stacked 10 high. Bronze eagle lecterns. Oriental
     umbrellas. Neo-Egyptian castings.

                              JOHNS
               King Tut's tomb....

                              PARIS
               Be surprised what these will fetch in the
               Taurus system. Here. This Wooten here --
               easy, easy. Very rare.

     They open the Wooten desk. Cubbyholed inside are dusty bottles
     of sherry. Vintage Port. Glenfiddich. Bicardi 151.

                              FRY
               This is it? Booze? That's what you have
               to drink?

                              PARIS
                         (educating her)
               200-year-old single-malt scotch is to
               "booze" as foie gras is to "duck guts."

                              JOHNS
                         (cracking a bottle)
               A toast to whatever he just said.

                              PARIS
               I'll need a receipt for that.
                         (to Fry)
               For all these.

                              FRY
               Top of my list.

     She joins Johns for a drink. Entering, the Chrislams watch with
     both envy and aversion.

                              FRY
               I don't suppose....

                              IMAM
               One of the Christian habits we didn't
               adopt -- perhaps unfortunately. We'll
               have to wait.

                              JOHNS
               For what? There is no water. You
               understand that, don't you?

                              IMAM
               All deserts have water, somewhere. God
               shall lead us there.


     INT. MAIN CABIN - CRASH SHIP - DAY

     START on the cutting torch, abandoned in wreckage. Staring at it
     is...

     Riddick. With his hands cuffed behind him and around a bulkhead,
     he can't get near it. Or can he? Near the ceiling, the bulkhead
     is fractured -- a slim spot where maybe chains could pass through.

     Riddick stands. With a GRUESOME POPPING, he dislocates both
     shoulders...carries his arms overhead...passes the chains through
     the broken spot...and brings his arms down in front of him. A
     body-flex POPS HIS SHOULDERS back into joint.

     Free, he reaches for the cutting torch.


     EXT. CRASH SHIP - DAY

     Pistol in hand, Johns runs into a BIG CLOSEUP, eyes sweeping.
     Nothing on the horizon. But something lies on the ground nearby.
     It's Riddick's mouth-bit.

                              JOHNS
               Like we needed another way to die.


     INT. CARGO HOLD - DAY

     FAST CLOSEUPS: Hands pillaging storage lockers, pulling out
     anything that might qualify as a "weapon." It all gets hauled
     back and dumped into...

     INT. NAV BAY - CRASH SHIP - DAY

     Nav-bay. Gathered, the survivors take inventory: Johns has a
     pistol, shotgun, baton. Zeke and Shazza offer up a pick-ax,
     digging tools, hunting boomerang. Imam shows a ceremonial blade.
     Paris straggles in with antique curios.

                              JOHNS
               What the hell are these?

                              PARIS
               Maratha crow-bill war-picks from Northern
               India. Very rare.

                              ZEKE
               An' this?

                              PARIS
               Blow-dart hunting stick from Papua New
               Guinea. Very very rare, since the tribe's
               extinct.

                              ZEKE
               'Cuz they couldn't hunt shit with these
               things, be my guess.

                              PARIS
               Well, what's the need, anyway? If he's
               gone, he's gone. Why should he bother us?

                              JOHNS
               First, because he can only live out there
               for so long -- he's gonna come back and
               take what we got. Second, for the sheer
               thrill of the kill.

     A beat. They all grab for weapons.


     EXT. CRASH SHIP - DAY

     Johns stands atop the crash ship, scanning with a scope. He
     fixates on...

     A blue glow on the horizon. "What the hell is it?"

     Zeke and Shazza modify breather units, adding straps and tubing
     and ball-floats. The prototype is tested on Audrey. She sucks
     on the mouthpiece -- and finds that it works, supplying oxygen on
     demand rather than in a constant flow.

     Chrislams convert to traditional bedouin head-gear, readying for
     travel.

     Fry finishes wrapping Owens' body. She looks to the yellow sun,
     low on the horizon. The red sun seems inclined to follow.

                              FRY
               Imam. We should leave soon. Before
               nightfall but while it's cooler.

                              ZEKE
               What, you're goin' off, too?

                              FRY
               Johns is leaving you a gun. Just do me a
               favor, huh? Get my crewies buried? They
               were good guys who died bad.

                              SHAZZA
               A'course we will.

                              PILGRIM #1 (O.S.)
               Imam...Imam....

     (NOTE: "Imam" is pronounced "el-ee-MAM.")

     Fry and the others round the ship to see...

     A blue star flaring into view. It's rising as the other suns are
     setting.

                              SHAZZA
               My bloody oath....

                              AUDREY
               Three suns?

                              ZEKE
                         (to Fry)
               So much for your nightfall.

                              PARIS
               So much for my cocktail hour.

                              IMAM
               We take this to be a good sign -- a path,
               a direction from God.

     Johns swings down from the top of the ship.

                              JOHNS
               A very good sign.
                         (re: blue sun)
               That's Riddick's direction. You do not
               wanna be caught in the dark with this guy.

                              FRY
               Thought you found his restraints over
               there. Toward sunset.

                              JOHNS
                         (nodding)
               Which means he went toward sunrise.


     EXT. PLANET - DAY

     Trekking, the Chrislams waft incense pots and CHANT FROM
     THE KORAN as they head toward the blue star. Johns provides
     shotgun escort; Fry carries Paris' second war-pick on a shoulder.
     Silhouetted against the alien sky, the scouting party is an odd,
     odd sight.

     Already sun-battered, Johns crafts an eye-visor out of plexi.
     Fry tries to wrap her head like the Chrislams. Imam helps.

                              FRY
               So quiet. You get used to the sounds of
               the ship, then....

                              IMAM
               You know who Muhammad was?

                              FRY
               Some prophet guy?

                              IMAM
               "Some prophet guy." And a city man. But
               he had to travel to the desert -- where
               there was quiet -- to hear the words of
               God.

                              FRY
               You were on a pilgrimage? To New Mecca?

                              IMAM
                         (nodding)
               Chrislam teaches that once in every
               lifetime should there be a great hajj --
               a great pilgrimage. To know God, better,
               yes, but to know yourself as well.

                              FRY
               Frightening thought.

                              IMAM
                         (finishes wrapping her)
               We're all on the same hajj now.

     Fry notices Johns scope-locked on something.

                              FRY
               What?

                              JOHNS
                         (hands her scope)
               Tell me it's not a mirage.

     SCOPE POV: Beyond a distant rise, strange branches.

                              FRY
               Trees?


     EXT. CRASH SHIP - DAY

     Paris has taken over as look-out atop the ship. He deals with
     the heat by erecting a "misting" umbrella: He fills a reservoir
     with liquor, dials up a regulator. Umbrella spars shoot bursts
     of cooling alcohol vapor. Paris luxuriates in it.

                              ZEKE (O.S.)
               Comfy up there?

     Zeke appears below. He loads a scrap-metal sled with tarp,
     cable, pick-ax.

                              PARIS
               Amazing how you can do without the
               essentials of life -- so long as you have
               the luxuries.

                              ZEKE
               Well, just keep your bloody-fuckin' eyes
               open. Don't want that ratbag sneakin' up
               on me bloody-fuckin' arse.

     He drags the sled toward the spired hills. Keeping one eye on
     Zeke, Paris eases into a chair, lays the war-pick across his lap,
     pours himself a spot of sherry. As he sips, a blade touches his
     throat.

                              AUDREY
               He'd probably get you right here, right
               under the jaw. And you'd never hear him
               coming. That's how good Riddick is.

     Paris eases the hunting boomerang away.

                              PARIS
               Now did you run away from your parents?
               Or did they run away from you?

     EXT. BONEYARD OVERLOOK - DAY

     The scouting party approaches a rise. The trees loom just beyond.

                              PILGRIMS
               Allahu Akbar...Allahu Akbar....

     The young pilgrims break into a excited run, anticipating an
     oasis. But Fry hangs back, taking a harder look at the trees.
     They don't move in the wind.

     The pilgrims scramble up the rise -- and go motionless. Fry,
     Johns and Imam catch up to behold...

     The "trees" are actually the dorsal bones of a titanic skeleton,
     tinted green by lichen. Beyond is a sea of bleached animal
     bones. Impossibly, the bones seem to MOAN IN PAIN. All told,
     it's like Hell overflowed right here.

                              FRY
               Is this whole planet dead?

     A pilgrim questions Imam IN ARABIC.

                              IMAM
               He asks what could have killed so many
               great things...
         

     EXT. BONEYARD - DAY

     Moving into the boneyard:

                              IMAM
               Some...communal graveyard, perhaps...
               like the elephants of Earth....

     Fry touches one of the towering bones. It shows cut-marks --
     almost as if the bone was hacked by a sword. "Graveyard? Or
     killing field?"

                              JOHNS
               Long time ago. Whatever happened.


     EXT. SKULL - BONEYARD - DAY

     Pilgrim #1 reaches a huge skull laced with baleen-like combing.
     Wind hitting the comb makes a LOW HARMONIC MOANING. By
     moving a hand over the comb, the pilgrim can "play" DIRGELIKE
     MUSIC. Wanting to show off the trick:

                              PILGRIM #1
               Ah....

     He looks for Pilgrim #3 but can't spot him. And when he turns
     back to the skull -- a face is staring through the combing. But
     it's only...


     INT. SKULL - BONEYARD - DAY

     Pilgrim #3, inside the skull. Johns enters and chases him out.
     About to leave, Johns notices...

     Bone-chippings piled on the ground. It could be nothing, but
     still...

     Johns double-checks shadows, probing with the muzzle of his
     shotgun. Satisfied, Johns exits. Now BOOM UP to reveal...

     Riddick. Hidden in a sinus cavity.


     EXT. SKULL - BONEYARD - DAY

     Trailing the others, Fry pauses to change out the O2 on her
     breather.


     INT. SKULL - BONEYARD - DAY

     Riddick drops to the ground. His arms and hands are now pierced
     with shards of boneyard ivory -- fashionable little body talons.
     Spotting a shadow on the combing, he draws closer. And sees Fry.
     Alone.


     EXT. SKULL - BONEYARD - DAY

     Johns doubles back to Fry. He takes a hit of scotch, offers her
     some.

                              FRY
               Probably makes it worse. Dehydrates you
               even more.

                              JOHNS
               Probably right.

     They drink anyway. Moving out of the sun, Fry leans up against
     the combing. It brings her within arm's length of...


     INT. SKULL - BONEYARD - DAY

     Riddick. He pulls a bone-shiv, freshly chiseled.

                              JOHNS (O.S.)
               You know, I woulda played road dog for
               these guys. You could've stayed back.
               Pro'bly should've -- because, you know,
               if we don't find water....

     "We may not make it back."

                              FRY (O.S.)
               No, no, I wanted to get away.

                              JOHNS (O.S.)
               So I noticed. Never seen a "captain"
               quite so ready to leave her ship.

     Just as Riddick eases his blade toward Fry's neck...


     EXT. SKULL - BONEYARD - DAY

     She steps away.

                              FRY
               Better keep moving....

                              JOHNS
               What'd Owens mean? 'Bout not touching
               the switch?

     Fry searches his eyes, wondering if she can trust him -- and
     again she leans back on the combing. We can actually see Riddick
     now. They could too, if they would just TURN THE FUCK AROUND!

                              JOHNS (CONT'D)
               Hey. You can tell me, Carolyn.

                              FRY
               Promise me. Swear to me you won't --

                              JOHNS
               You see anybody else here? Just between
               you and me.

                              FRY
               During the landing...when things were
               at their worst...Owens was at his best.
               He's the one who wouldn't let the pilot
               dump the passenger cabin.

     Johns blinks, stunned. "Are you shittin' me?"


     INT. SKULL - BONEYARD - DAY

     Trying again, Riddick reaches out with his shiv -- and deftly
     slices off some of Fry's hair. A locket. A souvenir. That's
     all he wanted.

                              FRY (O.S.)
               So now you know.

                              JOHNS (O.S.)
               Fuck. Guess I'm more glad to be here than
               I thought.

     Riddick watches them move off -- then looks at the scotch bottle,
     left behind. It's still got one good swallow.


     EXT. START OF GAUNTLET - DAY

     Leaving the boneyard, the scouting party reaches a cleft in the
     hills. Ahead is a canyon.

                              JOHNS
               Hold up.

     He jumps onto a rock, puts the scope to an eye.

                              JOHNS (CONT'D)
               Didn't bite.

                              FRY
               What?

                              JOHNS
               Thought he might be coolin' it in the
               boneyard -- could either double-back to
               the ship or slip in behind us. So I left
               the bottle out as bait.

     SCOPE POV: PANNING the boneyard. FINDING the bottle. It's
     still got that one swallow.

                              JOHNS (CONT'D)
               But nah. Didn't bite.


     EXT. BONEYARD - DAY

     CLOSER on the bottle. Only we see that the scotch has been
     emptied -- and replaced with sand.


     EXT. GRAVE SITE - SPIRED HILLS - DAY

     Working under the shade of a tarp, Zeke digs a communal grave.
     Three wrapped corpses wait nearby. He keeps a sight-line on...

     The crash ship. Shazza waves. Zeke waves back.


     EXT. RIBCAGE - THE GAUNTLET - DAY

     The scouting party transits a narrowing canyon. Lined with rib
     bones, it makes us feel like we're in the belly of some beast.

     Fry squints at the ridgetops. More of those spires are visible
     on the canyon rims, looming like silent sentinels. "What are
     they? Just mineral deposits?"

                              PILGRIM #1
               Captain...captain....

     The Chrislams have found what appears to be a small desert plant.
     Leathery petals are spread wide, revealing a round stringy core.
     ARABIC DISCUSSION. Desert fruit? Is it edible?

                              FRY
               Wait, wait, wait....

     Fry takes the "plant," pushes the "petals" back down over the
     core. They all stare. It's a baseball.

                              IMAM
               We are not alone here, yes?

     They look ahead, wondering what awaits them. But Johns is
     looking back.

                              JOHNS
               Never thought we were.


     EXT. SETTLEMENT - DAY

     HIGH ANGLE: An old WEATHER COCK CREAKS in the wind. Fry,
     Johns, and the Chrislams enter FRAME far below.

                              PILGRIM #1
               Assalamoo ahlaykum!

     The GREETING ECHOES through the settlement, built from stacked
     shipping containers. Tattered sun-shades flap in the wind. A
     rusty bike lies on the ground.

                              PILGRIM #2
               Assalamoo ahlaykum!

                              JOHNS
               Long gone. Whoever they were.

     They move around a building -- and pull up short. Before them
     looms a moisture-recovery unit, a hulking machine in disrepair.
     Old jugs litter the ground.

                              IMAM
               Water...water there was here....

                              PILGRIMS
               Allahu Akbar....


                              IMAM
                         (translating)
               "God is Great," yes?

                              JOHNS
               I'm born-again.

     Fry manages a weary smile -- but soon her eyes revisit the
     abandoned buildings. "Who were these people? Why did they
     leave so much behind?"


     INT. MAIN ROOM - SETTLEMENT - DAY

     Through a window, we see the Johns and the Chrislams crawling
     over the moisture-recovery unit, assessing repairs. PULL BACK to
     include Fry inside the settlement, inspecting...

     Refectory table. Place settings out. Years of dust.

     Photos on the wall: Settlers working modest gardens. Playing
     baseball. Posing with children.

     INT. LIVING QUARTERS - SETTLEMENT - DAY

     Fry enters a dark room.

                              FRY
               Lights.

     No response to her command. She pats around for old-style wall
     switches. Nothing. Perceiving black-out blinds on a window, she
     throws them open to reveal...

     A man standing right outside.

                              JOHNS
                         (through window)
               Hey. Don't go too far, huh?

     Fry nods. Johns smiles, leaves. Just as her heart settles,
     SOMETHING CREAKS behind her.

     It's an orrery, a mechanical device that shows the motion of the
     planets around their suns. Solar powered, the orrery starts
     turning, CREAKING. One planet seems always to have sunlight.

                              FRY
               No darkness. No lights because no
               darkness....


     EXT. PORCH - SETTLEMENT - DAY

     Fry reaches a porch. It looks out over the rear of the
     settlement and more unforgiving terrain. She starts back
     inside -- but something glints at the edge of her vision. Fry
     turns back...parts clothes on a laundry line...and sees the
     source of the glint.

     Excited hits on her breather.

     Fry vaults off the porch -- and starts walking as if on magnetic
     bearing. Soon she's running.


     EXT. SETTLEMENT - DAY

                              FRY (V.O.)
               Allahu Akbar! Allahu Akbar!

     Johns and the Chrislams trade looks.


     EXT. SKIFF - DAY

                              FRY
               Allahu Akbar!

     Fry stops on a groomed runway, out of breath. The others catch
     up. They too marvel at...

     The skiff, a light-duty vehicle of hybrid technology -- part bush
     plane, part space craft. Its fabric wings are wind-torn -- but
     the hull looks intact.


     EXT. TOP OF CRASH SHIP - DAY

     CLOSE on caviar being added to toast-points.

     A SCRABBLING SOUND stops Paris in mid-bite. He eases out of his
     rocker, moves to the rear edge of the ship and looks down on...

     A shadow ducking under him. Small rocks still trickle down a
     dirt rampart just climbed by...someone.

                              PARIS
               This now qualifies as the worst fun I've
               ever had. Stop it.

     No response.


     EXT. CRASH SHIP - DAY

     War-pick in hand, Paris eases to ground-level. He checks the
     perimeter, looks inside the ship. Nobody. Is he being fucked
     with? Again? He hopes?

                              PARIS
               Audrey? Oh, Audrey....

                              AUDREY (O.S.)
               What?

     Paris spins. The voice came from the cargo hold -- and not where
     he expected.


     INT. CARGO HOLD - DAY

     Blades of sunlight stream in through cracks in the hull. Paris
     enters to find Shazza and Audrey cutting open containers,
     searching for usable goods.

                              PARIS
               Tell me that was you.

                              AUDREY
               Okay, it was me. What'd I do now?

                              PARIS
               Assailing my fragile sense of security,
               that's what.

                              SHAZZA
               What're you goin' on about? She's been
               right here for the last....

     They all see it: Sun-blades are momentarily blocked by something
     passing outside. Someone.

                              SHAZZA
                         (a quiet probe)
               Zeke?

     No answer. Audrey springs to the other side of hold, puts an eye
     to a crack there.

     HULL-CRACK POV: Far away, Zeke finishes digging the grave. He
     starts toward the ship.

     Audrey whirls back, mouths a silent alarm: "RIDDICK!"

     Paris goes bloodless. Shazza grabs the war-pick out of his
     frozen hands, moves catlike to the main doors and poises there,
     ready to strike. Audrey follows with the hunting boomerang.
     All eyes watch as...

     The sun-blades, winking off and on, chart Riddick's approach:
     We feel like we're inside a magician's sword box, watching the
     blades shave closer and closer to us. Suddenly he appears...

     And Shazza swings hard.

                              AUDREY
               No!

     Facing them is a TOTAL STRANGER -- burned, half naked, one hand
     still clutching the emergency-release lever of his cryo-locker.
     Shazza stopped one inch short of killing him.

                              TOTAL STRANGER
               I thought...my God, I thought I was the
               only one who....

     He lurches toward Shazza, trying to embrace her -- and sees blood
     and brain-bits BLAM-BLAMMING against her. His own. The stranger
     sinks bonelessly to the ground. FAST RACK to reveal Zeke in the
     background, pistol leveled. He reads Shazza's horrified face --
     and understands what he's done.

                              PARIS
               Oh, Lord....

                              AUDREY
               It was just somebody else. From the
               crash. He was just....

                              ZEKE
               Cripes galore, I thought it was him. The
               murderin' ratbag. I thought he was....

     He rushes over to check the dead stranger. As he bends down,
     FAST RACK AGAIN to reveal Riddick in the background. He stands
     20 paces off, still unseen by the others. His goggle eyes
     covet...

     Zeke's breather.


     EXT. SKIFF - DAY

     Fry exits the skiff.

                              FRY
               No juice, looks like it's been laid up
               for years. But we might be able to
               adapt --

                              JOHNS
               Shut up.

     Outside, Johns has an ear cocked to the wind.

                              JOHNS (CONT'D)
               Sorry. Thought I heard something.

                              FRY
               Like what?

                              JOHNS
               Like my pistola.


     EXT. GRAVE SITE - SPIRED HILLS - DAY

     START on the drag-sled carrying Corpse #4-- the stranger.

     Zeke reaches the grave. The sun-tarp has fallen on one side,
     blocking the sight-line between ship and grave. Zeke starts to
     unload the body -- but sees something he didn't notice before:
     There's some kind of opening at the bottom of the grave.

                              ZEKE
               Now what the bloody hell....

     Zeke hops down into the grave. CAMERA MOVES to reveal Riddick
     hidden among the spires. He's been waiting for a chance just
     like this.


     EXT. GRAVE - DAY

     Zeke drops to all fours. Looks into the tunnel. There seems to
     be some kind of burrow beyond.

     BURROW POV: Staring back at Zeke.

     Zeke takes a handlight off his belt, shines it into the burrow.
     It's the last thing he ever does.


     INT./EXT. CRASH SHIP - DAY

     As MORE GUNSHOTS jar Paris, Audrey, Shazza.


     EXT. GRAVE - DAY

     FURIOUS CLOSEUPS: Zeke fighting for his life. PISTOL BLASTING.
     Something slashing at him. Blood dancing on air.


     EXT. CRASH SHIP - DAY

     Shazza sprints across hard-pack, heading for...


     EXT. GRAVE SITE - SPIRED HILLS - DAY

     The grave. She slaps aside the tarp to find...

     Riddick. Bone-shiv in hand, he just stands on the other side of
     the grave. Shazza looks down. And SCREAMS.


     EXT. SPIRED HILLS - DAY

     CAMERA PURSUES Riddick as he lopes through the spires, running
     from the scene of the crime. He turns a blind corner -- and
     SOMETHING NEARLY BLOWS HIS HEAD OFF at close range. He hits
     ground. A boot steps on his neck, keeping him there.

                              JOHNS
               Same crap, different planet, huh?


     EXT. SETTLEMENT - DAY

     Sucking on their breathers, Fry and the Chrislams make it back to
     the ship. They find Johns beating Riddick like a chained dog.

                              JOHNS
               ...I don't play that...I don't play that
               so just try again. C'mon, Riddick, tell
               me a better lie....

                              FRY
               Ease up, ease up. JOHNS! Just tell me
               what....

     She hauls him off -- only to have Shazza start punching Riddick.

                              SHAZZA
               What'd you do with 'im? You bloody sick
               animal you, what'dja do with me Zeke?


     EXT. GRAVE SITE - SPIRED HILLS - DAY

     Fry and Johns stand over the grave. It's a gory mess -- but no
     sign of Zeke. Johns has Riddick's confiscated shiv.

                              FRY
               He used that?

                              JOHNS
               Sir Shiv-a-lot. He likes to cut.

                              FRY
               So why isn't it all bloody?

                              JOHNS
               I assume he licked it clean.


     INT. MAIN CABIN - CRASH SHIP - DAY

     Riddick is back in chains, face pulpy from the beating, listening
     to SOTTO VOCE VOICES outside. Fry enters, looks at him hard.

                              FRY
               So where is he?

     Riddick turns away, revealing a broken goggle-lens. The eye
     beneath is closed: For some reason, he won't look at her.

                              FRY
               Tell me about the sounds. You told them
               you heard something right before....
                         (no response)
               If you don't talk to me, Johns'll take
               another crack at it -- at your skull.

                              RIDDICK
               'Mean the whispers?

                              FRY
               What whispers?

                              RIDDICK
               The ones tellin' me to go for the sweet
               spot -- just to the left of the spine,
               fourth lumbar down. The abdominal aorta.
               What a gusher. Had a cup on his belt,
               so I used it to catch a little run-off.
               Metallic taste to it, human blood.
               Coppery. But if you cut it with
               peppermint schnapps, that goes away.
               Course, that's more for winter.
               Summertime, I take mine straight.

     Fry stares. Riddick gets a black satisfaction from his role as
     Boogeyman: If fear is the only kind of respect he can get,
     Riddick is going to grab some with both hands.

                              FRY
               Why don't we try the truth now?

     A head-shaking beat, then:

                              RIDDICK
               All you people are so scared of me --
               an' most days, I'd take that as a
               compliment -- but it ain't me you gotta
               worry about now.

                              FRY
               Show me your eyes.

     Again he turns away. She strips the goggles off. He sits with
     lids shut tight, anticipating the pain.

                              FRY
               Show me, Riddick.

     Imagine a virgin undressing in front of someone for the first
     time. That's how Riddick opens his eyes, startling us: No
     irises, just huge black-pool pupils. And from deep within, a
     jewel-like eyeshine. His eyes are as beautiful and unsettling as
     those of a starved jaguar.

                              FRY
               You did this? To yourself?

                              RIDDICK
               Slam doctor. Well, we called him "doctor."

                              FRY
               Heard about it. Just never seen it.

                              RIDDICK
               Fairly fuckin' ironic, wouldn't you say?
               Slamlight's so dim that you go and get
               your eyeballs taken out and shined up --
               then you wind up here. Three ass-kick
               suns.
                         (replacing goggles)
               Maybe I did do a few people. But not this
               one. No ma'am, not this time.

                              FRY
               Then where is he? He's not in the hole.
               We looked.

                              RIDDICK
               Look deeper.

     He CLICKS HIS TONGUE at her.


     EXT. CRASH SHIP - DAY

     Chain looped over one shoulder, Fry heads back to the grave site.
     Johns, Imam, Shazza, and Audrey keep pace as...

                              JOHNS
               I know what happened -- he went off on the
               guy, buried him on the hill somewhere, and
               now he's trying to --

                              FRY
               Let's just be sure.

                              JOHNS
               I am sure. Look, murders aside, Riddick
               belongs in the Asshole Hall of Fame. He
               loves the jaw-jackin', loves making you
               afraid, 'cuz that's all he has. And
               you're playing right into --

                              FRY
               We're gonna find the body, Johns. Christ,
               you're a cop. Why am I tellin' you this?
               We gotta go down and find it.

                              JOHNS
               Well, don't ask me to.

                              FRY
               Thought you didn't believe his story.

                              JOHNS
               I don't. But that ground looked none too
               stable, and I don't want anyone --

                              AUDREY
               If you're afraid, I'll go.

     He shoots Audrey a scowl.

                              FRY
               Nobody else is going down but me, okay?

                              JOHNS
                         (pulling her aside)
               Hey. Bein' ballsy with your life now
               doesn't change what came before -- it's
               just stupid.

                              FRY
               What, you think I'm doin' this to prove
               something?

                              JOHNS
               You said it, not me. Let's just not let
               one bad call lead to another.

                              FRY
               Thanks for the tip, Johns.

     "Now get outta my way."


     EXT. GRAVE - DAY

     Chain hooked to her web belt, Fry drops into the grave. She
     peers into the burrow...looks back up at the halo of faces above
     her...then slithers out of sight.


     INT. BURROW - DAY

     Letting her eyes adjust, Fry pats around lightly. Quickly she
     finds Zeke's handlight, tries it. Broken.


     EXT. GRAVE-SITE - SPIRED HILLS - DAY

     CLOSE on the chain slithering through hands, playing out as Fry
     moves deeper underground.


     INT. UPHILL TUNNEL - DAY

     Fry makes an uphill turn. Sees a spray of light ahead. Worms
     forward to reach...


     INT. THE LAIR - DAY

     Another chamber, wide and just large enough to stand in. Shafts
     of daylight bore down into the room. More old bones litter the
     floor. Fry moves into one shaft and looks up at...

     An earthen funnel. The inside of a spire.

                              FRY
               They're hollow....

     CLICK-CLICK.

     Fry slow-turns toward the sound.

     CLICK-CLICK-CLICK.

     There's something here, something just beyond the cusp of light.
     Something unfolding.

     An icy hand grips her heart. Soundlessly, Fry backtracks her
     chain, but...

     Something shadows across the exit. It stops her cold.

     Her hand finds something new. She angles it to the light. It's
     one of Zeke's boots -- with a bit of Zeke still in it.

     CLICKITY-CLICKITY-CLICKITY....

     The whole chamber is coming alive around her, shadows unfurling,
     skulking the perimeter, circling.

     Something impales the boot out of her hand, reclaiming it. It
     was faster than a lightning-strike.

     A paralyzed beat before...

     Fry makes her move, rolling back into the shaft of daylight and
     springing straight up into...


     INT. SPIRE - DAY

     The spire. Bracing against the walls, Fry tries to "walk" her
     way up -- but her chain goes taut. Did it catch on something?
     Or did something catch it? Fry starts pounding the earthen walls.

                              FRY
               Here! I'm in HERE, HERE, HERE!


     EXT. GRAVE-SITE - SPIRED HILLS - DAY

                              IMAM
               Did you hear....

     They drop down and suspend their heads over the bloody grave,
     listening. Nothing now.


     INT. SPIRE - DAY

                              FRY
               I'm over here in the --

     Something tugs on her chain.

                              FRY
               Oh, God....

     CLOSE on her feet. Kicking hard at the walls, trying to gouge
     out footholds.

     A stronger tug. Fry loses altitude, slipping closer to...

     The MADLY CLICKING LAIR below.

     She tries to jettison her belt -- but can't brace herself up and
     undo the belt. Suddenly...

     Something explodes near her head. Daylight appears, followed by
     faces, human faces. They're breaking through the spire with the
     pick-ax. Hands reach inside...


     EXT. SPIRED HILLS - DAY

     ...and birth her into daylight. Overlapping:

                              JOHNS
               We got you...it's okay, it's okay...we got
               you now....

                              IMAM
               The child heard you before any of us could
               even....

                              SHAZZA
               Did you find him? You find Zeke?

                              FRY
                         (half insane)
               ...wasn't Riddick...it was...it was...
               goddamn, that was stupid....but wasn't
               Riddick. Somethin' else down there that
               got Zeke and nearly got --

     Her. She flies back into the spire. Something's still got the
     chain.

     The others grab at flailing limbs. It's a tug-of-war now, human
     hands on one end, unseen "hands" on the other -- and the humans
     are losing. Until...

     Imam unsheathes his blade...

     And slices through Fry's belt.


     INT. SPIRE - DAY

     As the chain falls down the spire. Without Fry.


     INT./EXT. CRASH SHIP - DAY

     FAST SHOTS: Survivors packing up O2, liquor, umbrellas, the
     Koran -- whatever qualifies as "essential" on this planet. Amid
     the activity, Audrey pauses to look at...

     The spired hills.


     INT. BATTERY BAY - CRASH SHIP - DAY

     Fry and Imam pull a power cell from the ship's battery bay,
     THUMPING it down on the deck.

                              IMAM
               One is all?

                              FRY
               For now.


     INT. CARGO HOLD - DAY

     At his personal locker, Johns digs out a box of shotgun shells.
     He bypasses the blue-metal shells for a red-metal one. There's
     something special about it -- though what, we can't be sure.


     INT. MAIN CABIN - CRASH SHIP - DAY

     A shadow falls over Riddick. He doesn't look up.

                              RIDDICK
               Found somethin' worse than me, huh?

                              JOHNS
               We're movin'. And I'm just wondering if
               I shouldn't lighten the load right now.

     Now their eyes meet. Johns RATCHETS HIS SHOTGUN and points it
     at Riddick's head.

                              RIDDICK
               Woof, woof.

     The SHOTGUN EXPLODES. CAMERA PANS off of Johns to show
     Riddick still alive. The shotgun discharged next to his head and
     blew off his wrist chains.

                              JOHNS
               Want you to remember this moment, Riddick.
               The way it coulda gone and didn't.

                              RIDDICK
                         (deaf)
               Say that again.

                              JOHNS
               Here's the deal. You work without the
               chains, without the bit -- without the
               shivs. You help us get off this rock....

                              RIDDICK
               For what? The honor of goin' back to some
               asshole of a cell?

                              JOHNS
               Truth is, Riddick, I'm tired of this
               head-up shit. I wanna be free of you as
               much as you wanna be free of me.

     A beat. The future rearranges in Riddick's head.

                              RIDDICK
               You'd cut me loose, Boss?

                              JOHNS
               Only if we both get outta this alive.
               And there may be a way.

     He offers a hand to help Riddick up, to seal the deal.

                              RIDDICK
                         (staring at hand)
               My recommendation: Do me. Don't take
               the chance that I'll get shiv-happy on
               your wannabe ass. Ghost me, Riddick.
               Would if I were you.

                              JOHNS
               If you were me, I'd kill us both. C'mon,
               you wanna sit at the grown-up table or not?

     A beat. Riddick reaches out for the hand -- and grabs the
     shotgun with his off-hand. A blur of movement. Suddenly Johns
     is staring at the eyes of his own shotgun.

                              RIDDICK
               Want you to remember this moment.

     He pumps shotgun, spitting blue shells over Johns. He drops the
     emptied gun and walks away.


     EXT. PLANET - DAY

     EXTREMELY WIDE: Blue sun setting, yellow and red sun rising.
     The survivors trek for the settlement. Fry and Imam lug the
     power cell between them, but the real load is shouldered by...

     Riddick. Promoted from murderous monster to beast of burden,
     he tows a drag-sled heavy with cargo.

                              PARIS
                         (to Johns)
               So just like that. Wave your little wand
               and he's one of us now.

                              JOHNS
               Didn't say that. But least this way I
               don't have to worry about falling asleep
               and not wakin' up.

                              IMAM
               Well, I feel we owe Mr. Riddick amends.

                              SHAZZA
               Oh, right. Let's all line up and beg his
               forgiveness. Right you are.

                              IMAM
               At least give the man some oxygen....

                              JOHNS
               He's happy just bein' vertical. Leave him
               be.

                              AUDREY
               So I can talk to him now?

                              JOHNS/SHAZZA
                         (in unison)
               No.

     Paris drops a wine bottle. Trailing, Riddick collects it.

                              PARIS
               Paris P. Ogilvie. Antiquities dealer,
               entrepreneur.

                              RIDDICK
                         (shaking hands)
               Richard B. Riddick. Escaped convict,
               murderer.

     Instead of returning the bottle, Riddick opens it and drinks.
     Paris hurries to catch up to the others.

                              PARIS
               You know, if I owned Hell and this
               planet...I believe I'd rent this out and
               live in Hell.


     EXT. THE GAUNTLET - DAY

     FRY'S POV: Of spires high above us.

     The group falls silent as they transit the canyon, all eyes on
     the spires. Fry stops short, hearing...

     CLICKITY-CLICK.

     Neck hairs rise -- but soon the sound vanishes. The group starts
     moving again, faster.

     CLICKITY-CLICKITY-CLICK.

     Are they being stalked? Nervously, Fry traces the sound back
     to...

     Beads dangling from the belt of Pilgrim #1. Whenever he moves,
     the STRINGS CLACK together.


     EXT. SKIFF - DAY

                              PARIS
               I mean, usually I can appreciate antiques,
               but, uh....

     The survivors have reached the settlement. Fry is trying to get
     the power cell aboard the skiff as the others walk its exterior.

                              JOHNS
               Little ratty-ass.

                              FRY
               Nothing we can't repair -- so long as the
               electrical adapts.

                              SHAZZA
               Not a star-jumper.

                              RIDDICK
               Doesn't need to be. Use this to get back
               up to the Sol-Track Shipping Lanes, stick
               out a thumb. You'll get picked up.
                         (to Fry)
               Right?

     Fry looks from Riddick to Johns. "How did he know that?"

                              FRY
               Little help here?

     They muscle the power cell aboard. Riddick starts to follow, but
     Johns blocks. He doesn't want Riddick inside.

                              JOHNS
               Check those containers for me. See what
               we can patch wings with.


     EXT. SETTLEMENT - DAY

     With religious fervor, the Chrislams are repairing the moisture-
     recovery unit -- the machine Allah led them to.


     INT. SKIFF - DAY

     START on the battery bay. Hands are adapting the power cell to
     the skiffs older electrical system. Soon...

     Lights wink on throughout the ship.

                              FRY
               Okay, that should buy us a sys-check.
               But we'll need more cells.

                              JOHNS
               How many?

                              FRY
               15 6-gigs here...90 gigs total...other
               ship carries 20-gig cells, so...five.
               Five total to launch.

                              JOHNS
               25 kilos each, huh?

                              SHAZZA
               Old sand-cat outside. See if I can't get
               it up and chuggin'.

                              JOHNS
               Do it. And if you need an extra hand,
               tap our problem child out....
                         (looking out)
               Where's Riddick?


     EXT. SETTLEMENT - DAY

     He's walking the ghost town, finding dead gardens...upended
     chairs and furniture...broken skylights. Behind his back...

     Audrey and Pilgrim #3 (the youngest Chrislam) scurry through
     FRAME, stalking this curious monster in their midst.


     EXT. MOISTURE-RECOVERY UNIT - SETTLEMENT - DAY

     CLOSE on the other Chrislams, faces charged with anticipation
     while awaiting...

     The first drop of water. It appears at the bottom of a pipette.

     Tongues fight for it. Another drop forms in its place. Now
     another and another. It brings CHEERS.


     INT. MAIN ROOM - SETTLEMENT - DAY

     CLOSE on Paris' hands. Getting ready to celebrate, he unwraps
     crystal goblets...dusts off the refectory table...and rehangs an
     old Christmas garland. INTERCUT WITH...


     EXT. CORING ROOM - SETTLEMENT - DAY

     Hands digging in dirt.

     Covertly, Audrey and Pilgrim #3 watch Riddick digging near the
     entrance of a tall windowless structure.

     He excavates a pair of broken eyeglasses... a shattered light...
     and a child's tin robot, timeless. Riddick thumbs a solar panel
     clean. The robot's language program warbles to life:

                              ROBOT
               "...to all intruders. I am the guardian
               of this land. I will protect my masters
               at all cost. Death to all intruders..."

     Riddick stands and tries the doors. Locked. He peers through a
     small filthy window. Is there something moving inside? Nothing
     now. Riddick removes some windblown trash from a doorside sign.
     "Coring Room."

                              JOHNS (O.S.)
               Missin' the party. C'mon.

     It's Johns, keeping him on a short leash. Leaving, Riddick kicks
     a trash bin. Hard.

                              RIDDICK
               Missin' the party. C'mon.

     He leaves. HOLD on the trash bin a beat.


                              AUDREY (O.S.)
               Talkin' to me?


     INT. CORING ROOM - DAY

     PILGRIM'S POV: Of Audrey exiting the trash bin and running after
     Riddick and Johns.

     Pilgrim #3 is at the window of the coring room. He's found a way
     inside. By the window's feeble light, he starts exploring. Just
     visible at the center of this room is a vertical coring drill.


     INT. MAIN ROOM - SETTLEMENT - DAY

                              IMAM
               ...and for this, our gift of drink, we
               give thanks in the name of our Prophet,
               Muhammad, peace be upon him, and to our
               Lord, Jesus Christ of Nazareth, and to his
               father, Allah the Compassionate and the
               Merciful.

                              PARIS
                         (to himself)
               The strangest religion....

     Pilgrims finish pouring cloudy water into goblets. Riddick gets
     the last of it -- the part with sediment. SELECTED CLOSEUPS as
     they drink. Nothing ever tasted finer.

                              PARIS
               Perhaps we should toast our hosts. Who
               were these people, anyway? Miners?

                              SHAZZA
               Looks like geologists. Advance team,
               moves around from rock to rock.

                              JOHNS
               Musta crapped out here, huh?

                              AUDREY
               But why did they leave their ship?

     Silence. It's a question no one has chosen to deal with yet.
     Imam notices one water glass unspoken for.


     EXT. CORING ROOM - DAY

     CLOSE on the "Coring Room" sign. An attached solar panel begins
     moving, orienting toward sunlight. When it catches the full
     brunt of the suns' rays...

     STORM SHUTTERS unlatch on the roof.


     INT. CORING ROOM - DAY

     Pilgrim #3 hears SHOOTING LATCHES overhead. That sound brings
     another sound: A strange SKITTERING. The pilgrim looks up. Is
     there something in the rafters?


     INT. MAIN ROOM - SETTLEMENT - DAY

                              JOHNS
                         (answering Audrey)
               Well, just a skiff. Disposable, really.

                              PARIS
               Like an emergency life-raft, right?

                              SHAZZA
               Sure. Coulda had a real drop-ship take
               them off-planet. Long gone.

                              PARIS
               A toast to their ghosts, then....

     Goblets rise.

                              RIDDICK
               Didn't leave, these people. Whatever got
               Zeke got them. They're all dead.

     It's like he just pissed in the punchbowl.

                              RIDDICK (CONT'D)
               What, you don't really think they left
               with their clothes on the lines? Photos
               on the walls?

                              SHAZZA
               Maybe they had weight limits, you don't
               know.

                              RIDDICK
               I know you don't uncrate your emergency
               ship unless there's a fucking emergency.

                              JOHNS
               Rag it, Riddick. Nobody wants your
               theories on --

                              FRY
                         (to Riddick)
               So what happened? Where are they, then?

     Fry is the only one willing to look at reality -- or at least
     glance its way. At the window, Imam scans outside.

                              IMAM
               Has anyone seen the young one? Ali?

                              RIDDICK
                         (to Fry and Imam)
               Has anyone checked the coring room?


     INT. CORING ROOM - DAY

     Now the storm shutters start yawning open, spreading daylight
     over Pilgrim #3 and...

     The ceiling rafters. They're encrusted with thick nests of...
     something. The SKITTERING grows louder, more agitated.

     Sensing trouble, Pilgrim #3 hurries for a sliver of daylight in
     a wall -- the breach he entered through. He never gets there:

     Sunlight hits the first nest. It EXPLODES WITH LIFE.


     INT./EXT. MAIN ROOM - SETTLEMENT - DAY

     As Imam hears the SCREAM.

                              IMAM
               Ali....


     INT. CORING ROOM - DAY

     CHAOTIC SHOTS: More NESTS EXPLODE into individual creatures,
     winged hatchlings moving like bats in a fire, talons hacking and
     slashing. His exit blocked, Pilgrim #3 veers into...

     A dark supply room. He slams the door, MUMBLES A BLESSING and
     waits for the storm to pass. He's been cut -- but at least he's
     still alive.


     EXT. SETTLEMENT - DAY

     As the survivors run for the coring room.


     INT. MAIN ROOM - SETTLEMENT - DAY

     As Riddick stays behind to drink their water.


     INT. CORING ROOM - DAY

     HINGES ARE BLASTED AWAY. The door caves in. Imam shoulders
     past Johns to enter and find...

     The empty coring room.

                              IMAM
               Ali?

     A NOISE from the supply room. Is it Ali? Just too scared to
     come out? Imam opens the door...

     And hatchlings pour out.

     Moving with a gang-intelligence, they circle the room in a wave,
     soar high into the rafters -- then plunge into the coring shaft,
     SQUEALS VANISHING to infinity. Shocked silence, then...

     Pilgrim #3 tumbles to the ground. He's been shredded into bloody
     kite-tails. There was a nest inside the supply room.

     Imam falls on him in grief. Johns and Fry inch forward to peer
     down...

     The coring shaft. It's littered with human bones. The skeletons
     of the settlers. Scattered about and picked clean.


     EXT. SETTLEMENT - DAY

     Against a blue sunrise, the Chrislams hold a prayer service.
     Paris and Audrey attend. Riddick watches from afar.


     INT. CORING ROOM - DAY

                              SHAZZA
               Why was the door chained up? Why the
               bloody hell would they lock themselves in
               like that?

                              JOHNS
               Not sure, but tell you what: Chrislams
               better not be diggin' another grave out
               there.

                              RIDDICK (O.S.)
               Other buildings weren't secure...

     They turn. Riddick enters.

                              RIDDICK (CONT'D)
               ...so they ran here. Heaviest doors.
               Thought they'd be safe inside, but...
                         (looks down shaft)
               Someone forget to lock the back door.

     Shazza joins him at the shaft. Gazing on the human remains:

                              SHAZZA
               So that's what come of me Zeke. An' you
               saw it. You was right there.

     Riddick nods.

                              SHAZZA (CONT'D)
               You were tryin' to kill him too.

                              RIDDICK
                         (shrugging, "not
                          necessarily")
               Just wanted his O-2.
                         (a beat)
               Though I notice he tried to ghost my ass.
               When he shot up that stranger instead.

     Shazza can't deny it. She looks at him differently now, the man
     she once beat while in chains. She takes off her breather.

                              SHAZZA
               Take it.

                              RIDDICK
                         (suspicious)
               What, it's broken?

                              SHAZZA
               Startin' to acclimate, anyhow. Take it.

     Riddick accepts it awkwardly, sucks down some pure O2. Johns
     watches the exchange closely, not much liking the idea of Riddick
     being promoted to oxygen-breathing human.

                              JOHNS
                         (to Fry)
               Let's board this up and get the hell gone.
               They seem to stick to the dark, so if we
               stick to daylight, should be all --

                              FRY
               60 years ago.

                              JOHNS
               Wha'?

     Coring samples line the room, laid out on counters. Fry's been
     scrutinizing them.

                              FRY
               Core-samples are dated. Last one is 60
               years ago. This month.

                              SHAZZA
               Yeah? What's special about that?

                              FRY
               Dunno. Maybe nothing, but....

     But now Fry remembers...


     INT. LIVING QUARTERS - SETTLEMENT - DAY

     The orrery. The year-counter clicks over to "45" as...

     Fry opens the drive box and starts turning the main gear,
     accelerating the orbits.

     CLOSE on the counter. "56...57...58...59...60."

     They all see it: A giant ringed world eclipses the suns and
     plunges their planet into darkness. Persistent darkness.

                              JOHNS
               Are you fuckin' kidding me?

                              RIDDICK
               Not afraid of the dark, are you?


     EXT. SETTLEMENT - DAY

     Crossing the yard in wide strides:

                              FRY
               ...need those cells from the crash ship.
               Shit, still gotta check out the hull,
               patch the wings --

                              JOHNS
               Let's wait on the power cells.

                              FRY
               Wait for what? Until it's so dark we
               can't even find our way back to --

                              JOHNS
               We're not sure when it happens, so let's
               not --

                              FRY
               Get the fucking cells over here, Johns.
               What's the discussion?

     A beat.

                              JOHNS
               Ever tell you how Riddick escaped?


     INT. SKIFF - DAY

     Alone inside the skiff, Johns and Fry continue with more privacy.

                              FRY
                         (jarred)
               He can pilot?

                              JOHNS
               Hijacked a prison transport, made a
               helluva good run 'fore I tracked him down.

                              FRY
                         (with faint hope)
               Okay, maybe that's a good thing. Maybe I
               can use him to help with --

                              JOHNS
               He also figured out how to kill the pilot,
               Fry.

     A mental shiver.

                              FRY
               You said we were going to trust him now.
               You said there was a deal.

                              JOHNS
               That's what I said.

     He challenges her to read his mind.

                              FRY
               Oh, this is a dangerous game you're
               playing, Johns.

                              JOHNS
               May've noticed chains don't work on this
               guy. Only way we're truly safe is if he
               believes he's goin' free. But if he stops
               believin' --

                              FRY
               You mean, if he learns that you're gonna
               royally fuck him over.

                              JOHNS (CONT'D)
               -- we need a fail-safe. Bring the cells
               over at the last possible minute -- when
               the wings are ready, when we know we're
               ready to launch.

     Fry looks at him with new eyes.

                              FRY
               You know, he hasn't harmed any of us.
               Far as I can tell, he hasn't even lied
               to us. Just stick to the deal, Johns.
               Let him go if that's what it --

                              JOHNS
               He's a murderer. The law says he's gotta
               do his bid.

     Shaking her head, she looks off.

                              FRY
               Dancin' on razor blades here...

                              JOHNS
               I won't give him a chance to grab another
               ship -- or to slash another pilot's throat.


     EXT. SKIFF - SETTLEMENT - DAY

     Johns descends the gangway -- and finds Riddick erecting a field
     table in the shade of the skiff. He seems out of earshot. Now,
     anyway. As they trade looks, another flu-like shiver runs
     through Johns.

                              RIDDICK
               Bad sign. Shakin' like that in this heat.

     Johns moves on. The Chrislams appear, shouldering a roll of
     Vectran (wing-fabric material). They drop it on the table.
     Ready to cut bindings, Imam pats his hip for the knife that was
     just there.

                              RIDDICK
                         (looking after Johns)
               I'll cut.

     He has the knife.


     EXT. SETTLEMENT - DAY

     As Shazza and Audrey repair the sand-cat.


     EXT. SKIFF - DAY

     CLOSE on the knife slicing through the Vectran.

     Riddick hands the trim to Pilgrim #1. CAMERA FOLLOWS as he
     scampers onto the skiff...balance-beams over wing-struts...and
     delivers the piece to Imam, who stitches the fabric like an old
     Berber rug-weaver. Pilgrim #1 pauses to check on...

     The setting blue sun. Nothing unusual. Yet.


     INT. SKIFF - DAY

     The hatch closes, seals.

     CLOSE on a monitor. A "HULL INTEGRITY TEST" is underway. Fry
     scans rising pressure gauges.

                              RIDDICK (O.S.)
               Looks like we're a few shy....

     Fry whirls. Riddick is aboard, staring at the depleted battery
     bay. And he has Imam's blade.

                              RIDDICK (CONT'D)
               Power cells.

                              FRY
               They're coming.

                              RIDDICK
               Strange, not doin' a run-up on the main
               drive yet.
                         (half-beat)
               Strange unless he told you the particulars
               of my escape.

                              FRY
               I got the quick-and-ugly version.

                              RIDDICK
               An' now you're worried about a repeat of
               history?

                              FRY
               Entered our minds.

                              RIDDICK
               I asked what you thought.

                              FRY
               You scare me, Riddick. That's what you
               wanna hear, isn't it? There, I admit it,
               Can I get back to work now?

     She finds the courage to turn her back on him. Riddick moves
     closer -- and takes a beat to scan the controls. The cabin
     pressure builds.

                              RIDDICK
               Think Johns is an do-right man? You
               think I can trust him to cut me loose?

     A beat. Does Riddick already know? Is he testing her?

                              FRY
               Why, what'd you hear?

                              RIDDICK
               Well, guess if it was trickeration he'd
               just do me, huh? Then again...I am worth
               twice as much alive.
                         (reading her face)
               Didn't know? Johns ain't a cop. Oh, he's
               got that shiny badge an' all, but nah --
               he's just a merc and I'm just a payday.
               That's why he won't kill me. The creed is
               greed.

     It knocks her off stride, but...

                              FRY
               Save it, Riddick. We aren't gonna turn on
               each other -- no matter how hard you try.

     Riddick moves right up behind her.

                              RIDDICK
               I don't truly know what's gonna happen
               when the lights go out, Carolyn -- but I
               do know that once the dyin' starts, this
               little psycho family of ours is gonna rip
               itself apart. So you better find out the
               truth. Come nightfall, you better know
               exactly who's standing behind you.

     A monitor chirps the news: "HULL INTEGRITY --100%." EXHALING
     GASSES, the hatch opens automatically.

                              RIDDICK
               Oh, ask him 'bout those shakes. And ask
               why your crew-pal had to scream like that
               'fore he died.


     INT. PRIVATE ROOM - SETTLEMENT - DAY

     CLOSEUPS: Hands select a red-metal shotgun shell from a box...
     pull the shell open...remove a glass ampule hidden inside...drop
     the ampule into a injection syringe. The syringe touches an
     eager arm vein.

                              FRY (O.S.)
               Who are you? Really?

     Shirt off, Johns looks up. She's in the doorway.

                              FRY (CONT'D)
               You're not a real cop, are you? Just some
               mercenary who goes around talkin' about
               the law like --

                              JOHNS
               I never said I was.

                              FRY
               Never said you were a hype, either.

     She moves closer. Rummages through his stuff brazenly. Finds a
     shitload of red shells with the hidden ampules.

                              JOHNS
               You have a little caffeine in the morning,
               I have a little morphine. So what?

                              FRY
               And here you got two mornings every day.
               Wow, were you born lucky?

                              JOHNS
               Not a problem unless you're gonna make --

                              FRY
                         (lashing)
               You made it a problem when you let Owens
               die like that. When you had enough drugs
               to knock out a fucking mule-team.

                              JOHNS
               Owens was already dead. His brain just
               hadn't caught on to that fact.

                              FRY
               Anything else we should know about you,
               Johns? Christ, here I am lettin' you play
               games with our lives when --

     He catches her hands -- and moves them around his body, forcing
     her into an embrace. We understand why when we see a CLOSEUP
     of her hands: They find a jagged purple scar beside his spine.

                              JOHNS
               My first run-in with Riddick. Went for
               the sweet-spot and missed. They had to
               leave a piece of the shiv in there. I can
               feel it, sometimes, pressing against the
               cord.
                         (giving her hands back)
               So maybe the care and feeding of my
               nerve-endings is my business.

                              FRY
               You coulda helped. And you didn't.

     O.S., we hear the Chrislams JABBERING ARABIC and calling for
     "Captain, Captain...."

                              JOHNS
               Yeah, well, look to thine own ass first.
               Right, "captain"?

     It cuts deep.


     EXT. SETTLEMENT - DAY

     Fry and Johns move outside. The others have gathered, all eyes
     gang-locked on...

     An arch in the sky. Luminous, ominous, it grows from the horizon.

                              PARIS
               What do my eyes see?

                              FRY
               It's starting....

     They watch hypnotically as the arch rises, inching toward the two
     suns. Shazza shakes out of the trance first.

                              SHAZZA
                         (to Fry)
               If we need anything from the crash ship --
               I suggest we kick on. That sand-cat's
               solar.


     EXT. SETTLEMENT - DAY

     MULTIPLE SHOTS: Shazza cranking the sand-cat...hands snatching
     up lights, water, ropes...Chrislams piling aboard the sand-cat.

                              FRY
               LET'S GET THOSE CELLS!

     Sand-cat moving...Riddick jumping onto the rear bed....Paris and
     Audrey running, catching up.

                              SHAZZA
               We stay together! C'mon!


     INT. PRIVATE ROOM - SETTLEMENT - DAY

     Johns doubles back, grabs his shotgun shells, swings out the
     door...


     EXT. INCINERATOR - SETTLEMENT - DAY

     ...and catches up to the sand-cat. Riddick reels him aboard.

                              RIDDICK
               Don't wanna miss this.

                              AUDREY
               Lookit. Lookit!

     They turn back to see the rim of a giant planet. It's cresting
     over the horizon. The luminous arch is the planet's rings.


     EXT. RIBCAGE - THE GAUNTLET - DAY

     The sand-cat storms through the canyon. As it passes through the
     massive ribcage...

     The ROLL CAGE SMASHES OUT some low-bridge bones.


     EXT. CRASH SHIP - DAY

     The sand-cat reaches the crash ship. Bodies leap off. Paris
     steals a look at...

     The rising planet. It threatens to blot out suns, sky, universe.


     INT. BATTERY BAY - CRASH SHIP - DAY

     Johns yanks the first power cell and starts dragging it over the
     deck. Riddick yanks a second cell and, carrying it on his
     shoulder, passes Johns with a suck-my-ass grin. Johns shoulders
     his cell and stumbles after.


     EXT. CRASH SHIP - DAY

     Shazza wheels the sand-cat around, getting clearance between it
     and the ship.

     The Chrislams lash a scrap-metal sled to the sand-cat.

     Riddick drops the first cell onto the sled, Johns the second.
     They're racing the eclipse and each other.


     EXT. SKY - DAY TO DUSK

     As the rings of the planet eclipse the yellow sun.


     EXT. CRASH SHIP - DUSK

     It's like God just closed a blind: Daylight dims. The change in
     light brings a GROWING HIGH-PITCHED SOUND.

                              FRY
               Don't stop, don't stop....

     But Paris can't help himself. He squints to see...


     EXT. SPIRED HILLS - DUSK

     The spires. THE SOUND seems to come from there.


     EXT. SKY - DUSK

     As the rings eclipse the red sun.


     EXT. CRASH SHIP - DEEP DUSK

     A second darkness sweeps over the survivors. Now they all stop,
     beholding...


     EXT. SPIRED HILLS - DEEP DUSK

     Something pouring from the spire-tops. Backlit by coronal light,
     it first seems to be smoke or ash -- but soon we realize these
     are living things, HATCHLINGS SQUEALING IN DELIGHT over their
     first nightfall.


     EXT. CRASH SHIP - DEEP DUSK

                              JOHNS
               Jesus, how many can there....

     They keep coming, filling the sky with thick waves. Mercifully,
     the hatchlings seem to be moving away. But now one wave cleaves
     from another -- and does a quick about-face.

                              PARIS
               Just a suggestion, but perhaps we should
               flee.

                              FRY
               Cargo hold, everyone in the cargo hold.
               lesgo, lesgo, lesgo.

     They run. Reach the cargo hold. Turn back to see...

     Riddick and Shazza still coming. Hearing the SQUEALING WAVE
     descending on them...

     Riddick and Shazza hit to the dirt. Hatchlings torrent just
     inches overhead.

     CLOSE on Shazza. Horrified. Hard to breathe. Like being
     underwater.

     CLOSE on Riddick. He watches in awe, no more frightened that a
     kid lying on his back looking up at the stars. Experimenting, he
     eases a bone-shiv into the hatchlings. Instantly it's whittled
     down to nothing. It's like a river of razor blades.

     The hatchling keep coming. Shazza whips a panicky look at the
     cargo hold. Can she make it? Should she even try?

                              AUDREY
               Tell her to stay there. Stay down.
               SHAZZA, JUST STAY DOWN!

     Shazza starts worming toward the cargo hold. Suddenly the
     hatchings vanish. A beat. Is it safe? Shazza gets to her
     feet...

                              FRY
               No, no, NO, NO, NO....

     ...and the wave is back, enveloping Shazza.


     INT./EXT. CARGO HOLD - DEEP DUSK

     Standing in the mouth of the cargo container, the others get a
     last glimpse of Shazza as she flies by the doors, caught up in
     the funnel-cloud of hatchlings. Then she's simply gone.


     EXT. CRASH SHIP - DEEP DUSK

     Still on the ground, Riddick checks left and right like someone
     about to cross a busy street. Now he gets up, smacks his hands
     clean, strolls for the hold. Behind him...

     A rising GANG-CLICKING.

     CLOSE on Fry. She knows the sound better than anyone.


     EXT. SPIRED HILLS - DEEP DUSK

     The spires are crumbling, torn down from within.


     EXT. CRASH SHIP - DEEP DUSK

     Reaching the cargo hold, Riddick turns around for one last look.
     PUSH IN as he sheds goggles -- and looks at the world with his
     jaguar eyes.

     RIDDICK'S POV: In degraded image, we see the predators -- adult
     hatchlings -- emerge from the spires. They're large, mammalian,
     hammer-headed. They CLICK with echo-location, sounding out the
     world they haven't inhabited in 60 years.

                              FRY
               What is it? What's happening?

     RIDDICK'S POV: The predators launch from the hills, gliding,
     SOUNDING, searching.

                              RIDDICK
               Like I said. Ain't me you gotta worry
               about.


     EXT. SKY - DEEP DUSK TO NIGHT

     The rim of the planet overtakes both suns. The world goes dark.


     INT. CARGO HOLD - NIGHT

     Vault-like DOORS BOOM CLOSED.

     The survivors are locked inside the only secure part of the ship.
     Somehow they've been reduced to neanderthals huddling in their
     cave, listening to the howls of the sabertooths.

                              AUDREY
               What if...what if she's still out there...
               still alive....

                              JOHNS
               Well, I don't want to jump to conclusions
               here...but 'member that boneyard? These
               just might be the fuckers that killed
               every other living thing on this planet,
               okay? Chances of Shazza knockin' on that
               door anytime soon are just about zero
               squared.

                              FRY
                         (agreeing)
               I saw the cut-marks on the bones. Wasn't
               a natural die-off.

                              IMAM
               Quiet, please. Everyone.

     Imam is listening at the cargo door. The others pile up
     alongside, ears tuned like radar. CLICKING SWEEPS PAST outside.

                              AUDREY
                         (whispering)
               Why do they do that? Make that sound?

                              IMAM
               Perhaps the way they see. With sound,
               reflecting back.

                              FRY
                         (realizing)
               Echo-location. That's what it is....

     Now MORE CLICKING -- behind them. Lights whip around to find...

     Nothing. Only the door of an open container about halfway down
     the tunnel-like hold.

     A volley of looks. "How the fuck could one get in here?"

                              FRY
               Breach in the hull. I dunno.

     More CLICKING. Johns realizes they expect him to check it out.

                              JOHNS
               I'd rather piss glass.

                              RIDDICK
               Well, you got the big gauge.

                              JOHNS
               Wanna rag your fat mouth?

                              AUDREY
               Maybe it's just their beads again. Imam,
               are you still --

                              IMAM
               No, no, no, I do not believe --

                              JOHNS
               C'mon, man, you're drivin' everybody
               bugfuck with those things. Why don't you
               just lose the goddamn....

     More CLICKING -- along with the sound of TOPPLING CARGO.

                              RIDDICK
               Big beads.

     Butching up, Johns sucks on his breather and shimmies toward...

     The open container. Leading with his shotgun, he FIRES blindly
     around the door. Something SQUEALS -- then silence. Johns eases
     his head and a light around the door to spot...

     Hatchlings on the ground, blasted into dog food.

                              JOHNS
                         (to others)
               Okay. We're okay. Just some small ones
               that musta --

     Something WHOOSHES for his head, swinging like a scythe. It
     catches his shotgun, DISCHARGING IT, giving us...

     A flash-image of an adult predator. Up close.

     In one thin second, Johns is back with the others.

                              JOHNS
               Very big beads.

                              PARIS
               Not staying in here another....

     He goes for the main-door lever, ready to flee into the night.
     Fry lunges for him.

                              FRY
               Christ, you don't know what's out there!

                              PARIS
               I know what's in here!

                              IMAM
               Everybody come, this way and we should be
               safe. Hurry, please....


     INT. FIRST CONTAINER - CARGO HOLD - NIGHT

     Imam shepherds them into a container. The door slams closed.
     At first, only the sound of MOUTHS SUCKING BREATHERS. Then a
     SCRATCHING.

     Johns fumbles with a cutting torch. Gets it burning. Adjusts
     the gasses to illuminate...

     The door. Scythe-like blades are probing joints. Suddenly HEAVY
     BLOWS drive everyone back.

                              RIDDICK
                         (to Johns)
               Can you do sumpin' else with that?
               'Sides holding it in my fucking face?

     Taking the hint, Johns starts cutting the common wall between
     containers. It's a race between the sparks of his cutter and the
     blades of the predators.


     INT. SECOND CONTAINER - CARGO HOLD - NIGHT

     An burn-outline appears in the common wall. Johns kicks out the
     escape hatch. Audrey speed-crawls through first as...


     INT. FIRST CONTAINER - CARGO HOLD - NIGHT

     Predators shred into the container right behind them, CLICKING,
     sweeping, hunting.


     INT. THIRD/FOURTH CONTAINERS - CARGO HOLD - NIGHT

     SERIES OF SHOTS: Again and again, they burn a new escape hatch
     just as the predators break into the container being vacated,
     always entering darkness.


     INT. FIFTH CONTAINER - CARGO HOLD - NIGHT

     Inside their fifth container now, Johns torches away. Fry and
     Paris use cargo to block the entrance hole -- then block the
     cargo with their bodies.

     Riddick adds his weight -- until he notices pepper-shot in the
     cargo. Suspecting the worst, he leaves the others behind...

                              PARIS
               Hello, hello?

     ...and moves to the front of the container where darkness
     prevails. Something SQUISHES underfoot. He slips off goggles.

     RIDDICK'S POV: Of dead hatchlings on the floor. This is the
     open container, the one where Johns found predators.

     Sensing energy, Riddick lifts his face.

     RIDDICK'S POV: Of an adolescent predator. It squats atop cargo,
     eating a hatchling. A heavy bone-blade crowns its skull.

     Sensing Riddick, it sweeps the area with INQUISITIVE CLICKS.

     PREDATOR POV: Of Riddick.

     (NOTE: The PREDATOR POV is a crude image that gives impression
     without detail. We're "seeing" what the predator hears with
     echo-location. Think of a sonagram that strobes and wraps its
     subject in 3-D space.)

     Oblivious, the others kick out the new escape hatch. Audrey,
     Fry, and Johns worm through. Imam and Pilgrim #2 hang back.
     "Where's Riddick?"

     He's in a stare-down with a predator.

     Searching, Pilgrim #2 rounds a corner -- and finds his head
     caught in a vice-like grip.

                              RIDDICK
               Don't. Move.

     RIDDICK'S POV: As a second predator appears above them. This
     one reaches down with its scythe blade...

     And gently probes the two men. It wants know what they're made
     of.

     CLOSE on the pilgrim's shoes. Over-running with piss.

     More blades descend, moving over them like surgical instruments.
     One test-slices Riddick's shirt.


     INT. SIXTH CONTAINER - CARGO HOLD - NIGHT

     In the next container, Fry waits anxiously. Hissing through the
     escape hatch:

                              FRY
               Imam? Where are they?


     INT. FIFTH CONTAINER - CARGO HOLD - NIGHT

     CLOSE on a predator's scythe blade. It test-slices the pilgrim's
     skin. Blood wells up. All CLICKING CEASES.

                              IMAM (O.S.)
               Hasan?

                              FRY (O.S.)
               Riddick?

     TIGHT on the pilgrim -- more scared now that the clicking has
     stopped. Losing his nerve, he bolts.

                              RIDDICK
               No....

     The predators are on him, just blurs in the dark. DEATH-SCREAM.

     RIDDICK'S POV: A third predator appears above him.

     Making his move, Riddick darts around cargo and heads for the
     escape hatch as...

     Fry's light catches him square in the face. Blinded, Riddick
     HOWLS and stumbles forward. Fry's light leaps deeper to hit...

     The predator right behind him. With a similar reaction, the
     beast HOWLS and flails back.

     HOLD on Fry for a time-stopped moment. What stopped it? Was it
     really her? Suddenly a SHOTGUN EXPLODES beside her head. Jacked
     up, Johns is BLASTING shadows.

                              FRY
               Stop it, stop it, STOP IT!

                              JOHNS
               'Sokay, 'sokay. I killed it.

     They give him a look. "Sure you did." Suddenly a CARCASS SLAMS
     to the floor, sending everyone jumping back in a perfect splash-
     pattern. "Christ, he did kill one."

     Fry reclaims her dropped light and beams it on the carcass.
     Wherever the light strikes it, the flesh chars and steams.

                              FRY
               There....

                              PARIS
               Like the light is scalding it.

                              FRY
               It hurts them. Light actually hurts
               them....

     VULTURE SOUNDS from the two O.S. adolescents, fighting over the
     scraps of the pilgrim.

                              IMAM
               Is that...Hasan?

     Riddick nods.

                              JOHNS
               We'll burn a candle for him later. C'mon.


     INT. SIXTH CONTAINER - CARGO HOLD - NIGHT

     Cargo has been shoved against the door and walls. The survivors
     gather around Fry's handlight. Audrey -- tough little Audrey --
     has been reduced to a shivering lump of mush.

                              FRY
               ...one cutting torch...one handlight here,
               two more in the cabin...I think two
               more....

                              PARIS
               Spirits. Anything over 45 proof burns
               well.

                              FRY
               How many bottles?

                              PARIS
               Not sure. Ten?

                              FRY
               Those umbrellas, the ones that mist.
               Would they burn?
                         (reading his face)
               If you got a receipt?

                              PARIS
               Possibly.

                              FRY
               Awright. So maybe we'll have enough light.

                              JOHNS
               Enough for what?

     Now she challenges him to be the mind-reader.

                              JOHNS (CONT'D)
               Oh, lady. If you're in your right mind,
               I pray you go insane.

                              FRY
                         (to others)
               We can stick to the plan. If we get four
               cells back to the skiff, we're off this
               rock.

                              PARIS
               I hate to kill a beautiful theory with an
               ugly fact, but that sand-cat won't run at
               night.

                              FRY
               We'll have to carry the cells...drag
               them...whatever it takes.

     Troubled faces. Is it just our imagination? Or is the light on
     the floor growing dimmer?

                              AUDREY
               You mean...tonight? With all those things
               still out there?

                              PARIS
               Oh, sure. Why not? Sounds like a hoot.

                              JOHNS
               Back it up. How long can this last? Few
               minutes? Couple hours?

     No one knows for sure.

                              IMAM
               I had the impression...from the model...
               that the two planets were moving as one.
               That there would be...a lasting darkness.

                              JOHNS
               Those suns gotta come back sometime. And
               if these animals really are phobic about
               light, we just sit tight till then.

                              FRY
               I'm sure that's what someone else said.
               Locked inside that coring room.

     A persuasive thought. Eyes swing back to Audrey.

                              JOHNS
               Look, we gotta think about everyone now --
               the kid especially. How scared is she
               gonna be out there?

                              FRY
               Oh, don't use her like that, for a smoke
               screen.

                              JOHNS
               Smoke screen for what?

                              FRY
               For your own fear.

                              JOHNS
                         (eyes narrowing)
               Hey. Why don't you rag your hole for two
               seconds and let someone else come up with
               a plan that doesn't involve MASS SUICIDE?

     Two seconds pass.

                              FRY
               How much you weigh, Johns?

                              JOHNS
               What the hell's it matter?

                              FRY
               How much?

                              JOHNS
               79 kilos.

                              FRY
               Because you're 79 kilos of gutless white
               meat, and that's why you can't come up
               with a better plan.

     He makes a move for her. Riddick blocks. Johns' shotgun bumps
     the underside of Riddick's chin.

                              RIDDICK
               Think about that reward, Johns.

                              JOHNS
               I'm willing to take a cut in pay.

                              RIDDICK
               How 'bout a cut in your gut?

     Johns looks down. CAMERA DROPS to reveal the shiv Riddick holds,
     poised for evisceration.

                              JOHNS
               Oh, Trash Baby, you're gonna regret this.

                              IMAM
               Please...this solves nothing...please....

     Johns backs off first. The light grows dimmer.

                              FRY
                         (to Audrey)
               They're afraid of our light. That means
               we don't have to be so afraid of them.

                              IMAM
               And you're certain you can find the way
               back? Even in the dark?

                              FRY
               No, I'm not. But he can.

     She's pointing, of course, to Riddick.


     EXT. PLANET - NIGHT

     The eclipsing planet dominates half the sky. In whatever coronal
     light remains, we see clouds forming.


     EXT. CRASH SHIP - NIGHT

     Cargo doors crack open. Mixed for maximum flame, the cutter is
     pushed outside and swept around. Fry appears behind it.

     Moving like hostages, the survivors cross open ground, trying not
     to heed the PRIMAL SOUNDS beyond their light. Soon they reach...

     The main cabin. Blackness inside.

                              FRY
               Riddick.

     He lifts his goggles.

     RIDDICK'S POV: Checking the cabin. Finding a lot of wreckage
     but no life.

                              RIDDICK
               Looks clear.

     Johns shoulders ahead and crawls in first. Just as he stands up
     inside...

     A PREDATOR BUZZSAWS over his head, fleeing the cabin, taking off
     into the night.

                              JOHNS
               Fuck me. You said "clear."

                              RIDDICK
               Said "looks clear."

                              JOHNS
               Well, what's it look like now?

                              RIDDICK
                         (rechecking)
               Looks clear.

                              FRY
               Just get the goddamn lights on....

     They scramble aboard. Riddick TONGUE-CLICKS behind Johns.
     He isn't amused.


     INT. MAIN CABIN - CRASH SHIP - NIGHT

     PREP MONTAGE: We see the survivors powering up cabin lights...
     yanking three more cells from the battery bay...threading nylon
     cord through Paris' misting umbrellas, filling the reservoirs
     with high-octane liquor...swapping out O2 canisters.


     INT. MAIN CABIN - CRASH SHIP - NIGHT

     Reloading his shotgun, Johns finds himself shaking again. He
     unpockets a shell -- a red morphine shell -- and gives it a
     lover's look. Behind him...

                              FRY
               Ready, Johns.

     He palms the shell.

                              JOHNS
               He'll lead you over the first cliff.
               You know that, don't you?

                              FRY
               We're just burnin' light here.

                              JOHNS
               You give him the cells and the ship --
               and he will leave you. He will leave you
               all out there to die.

                              FRY
               I don't get it, Johns. What is so goddamn
               valuable in your life that you're worried
               about losing? Huh? Is there anything at
               all? Besides your next hype?
                         (no response)
               Got no right to be so scared. Neither one
               of us.


     INT. BATTERY BAY - CRASH SHIP - NIGHT

     As hands yank the last power cell.


     INT. MAIN CABIN - CRASH SHIP - NIGHT

     Cabin lights die. Still brooding, Johns finishes loading his
     shotgun in the dark.


     EXT. CRASH SHIP - NIGHT

     CLOSE on a burning wick. Alcohol mist shoots across the flame to
     create...

     A FIREBALL. Two umbrella torches, fabric already burned away,
     BELCH FIREBALLS into the night. By this light and more, we see...

     Imam chained into the first harness of the drag-sled. Beside
     him, Johns fumbles with a second harness. Hands help him into
     the chains. The hands belong to...

     Riddick. Both men recognize the irony of the prisoner helping
     his captor into chains.

                              FRY
                         (to all)
               Keep the light going. That's all we have
               to do to live through this. Just keep
               your light burning.

     Riddick loops a handlight over his neck, places it to shine light
     down his back. A beacon.

                              RIDDICK
                         (to Fry)
               Be runnin' about 10 paces ahead. I want
               light on my back -- but not in my eyes.
               And check your cuts. These things know
               our blood now.

     CLOSE on Audrey. Overhearing, she goes stone-faced.

                              FRY
               Riddick...was thinkin' we should make some
               kind of deal. Just in case, you know,
               this actually --

                              RIDDICK
                         (shaking head)
               Had it with deals.

                              FRY
               But I just wanted to say --

                              RIDDICK
               Nobody's gonna turn a murderer loose.
               I fuckin' knew better.

     It worries Fry. "If he doesn't expect to go free...."

                              RIDDICK (CONT'D)
               Been a long time since anyone's trusted
               me. That's somethin' right there.

                              FRY
               We can, can't we? Trust you?

                              RIDDICK
               Actually...
                         (completely genuine)
               That's what I been askin' myself.

     He walks away. HOLD on Fry -- wondering if she hasn't made a
     terrible, terrible mistake.


     EXT. NIGHT

     The drag-sled begins moving.

     SERIES OF TRACKING SHOTS: Riddick running point, goggles off,
     eyes flashing. Johns and Imam pulling the drag-sled like
     malamutes, handlights sweeping. Pilgrims #1 at the first side-
     guard position, Fry and Audrey at the second, each position
     carrying an umbrella torch, FIREBALLS BLAZING. Paris stumbling
     along at rear-point, sweeping the cutter back and forth, every
     shadow a threat. They are a train of light.

     CLOSE on the sled. Holding four power cells and eight bottles
     of booze.

     CLOSE on Fry. Looking down. Noting sand-cat tracks underfoot.


     EXT. NIGHT

     Below us run the survivors. CRANE UP AND AWAY so that their
     lights become insignificant...so that we include, in FOREGROUND,
     the silhouettes of gliding predators. They're following from
     above, awaiting their chance.


     EXT. NIGHT

     FRY'S POV: Of the ground. The sand-cat tracks have vanished.

                              JOHNS
               So you noticed too?

                              FRY
               Riddick. Riddick.

     The procession grinds to a halt. Everyone sucks hard on
     breathers as they muster inside the light.

                              FRY
               Where are the sand-cat tracks? Why aren't
               we still following them?

                              RIDDICK
               Saw something I didn't like.

                              JOHNS
               Such as.

                              RIDDICK
               Hard to tell, sometimes...even for me...
               but looked like a bunch of those big boys
               chewin' each other's gonads off. Thought
               we'd swing wide. Okay by you?

     Paris looks over his shoulder. "We went around what?" Nearby
     CLICKING breaks up the confrontation.

                              FRY
               Let's move.
                         (to Audrey)
               Just a detour. He'll get us there.

                              PARIS
               Can we switch?

                              FRY
               What, switch what?

                              PARIS
               I think I twisted my ankle running
               backwards like that. And I'm not sure I
               can....
                         (off their stares)
               Okay, that's a lie. I just don't want to
               be alone back there anymore. If you could
               just give me a few minutes up front here --

                              JOHNS
               She's the pilot, she should stay close to
               the cells.

                              PARIS
               Oh, so I'm disposable?

                              FRY
               I'll switch, I'll switch! Christ, just
               get this train moving!


     EXT. NIGHT

     They trundle on, Fry the new tail-gunner.

     At side guard, Paris relaxes a bit -- even though the CLICKING
     never seems far from earshot. A weak FIREBALL SPEWS from his
     torch. He checks the reservoir. Almost empty.

                              PARIS
               Light, please, need light here....

     Still moving, Johns and Imam train lights on Paris while he
     refuels. For a brief moment, Audrey strays from the light.

     PREDATOR'S POV: Dive-bombing the girl.

     A HIGH-VELOCITY CLICKING: It's like an incoming missile. Imam
     lunges at the last nanosecond...

     And flattens Audrey to the ground. Scythe blades swing...

     CHINKING the harness-chains on Imam's back.

     Johns whirls, BLASTS. Light-beams leap around. But the predator
     is long gone.

                              IMAM
                         (trembling)
               Please...have we been cut? Can someone
               tell me if....

     He finds his dropped light, thumbs the switch again and again.
     Broken.

     In the confusion, Paris has been left in the dark. Something
     slashes him from behind. It's like the night has claws.

                              PARIS
               Oh, sweet Jesus....

     The bottle drops.

     The blood flows.

     The CLICKING STOPS.

                              PARIS
               Oh, sweet Jesus, WILL YOU GET ME SOME
               LIGHT OVER HERE!

     Faces whip around. But before their lights can rescue him...

     Paris is gone, snatched away by a swooping blur.

     Light-beams jump fitfully, vainly.

     RIDDICK'S POV: Of predators feasting on Paris. Carrying a
     youngling on its back, a female predator arrives late and can't
     find a place at the trough. With shocking apathy, it whips the
     youngling off its back and begins devouring it. Other predators
     start in-fighting, killing themselves for food. POV PANS to a
     pair of predators, closer, SOUNDING out new prey. POV PANS
     AGAIN to include the object of their desire. Audrey.

     CLOSE on Riddick. Trying to figure it out.

     CLOSE on Audrey. Listening to the HORRIFIC FEEDING SOUNDS.
     Oblivious to all the attention she's getting.

                              FRY
               What do you see? Riddick?

                              RIDDICK
               Hunger. I see 60 years of hunger.


     EXT. SKY - NIGHT

     As clouds mass.


     EXT. NIGHT

     Into a rising wind, the survivors range on.

     Audrey now carries Paris' torch, refueled and COUGHING FIREBALLS
     at regular intervals. Fry seems to be handling rear-point fairly
     well, until...

     The cutter sputters and dies. She ditches it and takes the torch
     from Audrey.

                              FRY
               Bottle-count.

                              AUDREY
               Four fulls, one half. That mean we're
               halfway there? I hope?

     Good question. They've just been blindly following...

     The light on Riddick's back.

                              FRY
               Can we pick up the pace?

     Working like a mule, Johns growls to himself. "If you think you
     can do better...." Abruptly he slaps an arm across Imam's chest,
     spotting...

     A sled-track. In front of them.

     Fry hears a SHOTGUN RATCHET. She spins to see...

     Johns out of his chains. Moving forward. Jamming the shotgun
     into the back of Riddick's neck.

                              JOHNS
               We aren't completely stupid.

                              FRY
               Stay in the light! Everybody! Stay in
               the fucking --

                              IMAM
               We crossed our own tracks.

                              JOHNS
               He's running us 'round in circles. Look
               for yourself. Look!

                              FRY
               Riddick? What the hell are you --

                              RIDDICK
               Listen.

     Imagine a hundred Geiger-counters next to a truckload of
     plutonium. That's the SOUND that rides the wind now.

                              RIDDICK
               Canyon ahead. I circled once to buy some
               time to think.

                              FRY
               Think about what?

                              JOHNS
               About how to kill us and still get these
               cells to the skiff. Goddamnit, we're just
               doin' the heavy lifting for this prick!

                              RIDDICK
                         (answering Fry)
               About the girl.

                              FRY
               What about her?

                              RIDDICK
               What it's gonna be like when we hit that
               canyon. With her bleeding.

                              JOHNS
               What're you jaw-jackin' about? Girl's not
               cut.

                              RIDDICK
                         (agreeing)
               No. She's not.

     It hits Fry like a two-by-four. She looks at Audrey.

                              AUDREY
                         (confessing)
               I didn't want you to leave me there...
               back at the ship...that's why I didn't
               say anything....

                              FRY
               No, we'd never....Oh, God, honey, you
               shoulda told me sooner.

                              JOHNS
                         (finally getting it)
               Aw, this can't be happening to me....

                              RIDDICK
               They been nose-open for her ever since we
               left. They go off blood.

                              IMAM
               Well...we must keep her close, then.
               Here, she'll be safe if we put her
               between --

                              RIDDICK
                         (scanning)
               There is no "safe."

     An epic beat. The wind gusts...the FLAMES CHATTER...their ears
     fill with CANYON SOUNDS.

                              FRY
               It's not gonna work. We gotta go back.

     Johns brays.

                              JOHNS
               Hey, you're the one who got me out here,
               turned me into a goddamn sled dog. An'
               now you 'spect me to go back like a
               whipped dog?

                              FRY
               I was wrong. I admit it. My bad, okay?
               Now let's just go back to the ship.

                              JOHNS
               I dunno. Nice breeze, wide open spaces --
               you know, I'm startin' to enjoy myself out
               here.

                              FRY
               Are you fucking high again? Just listen
               to --

                              JOHNS
               No, no, you're right, Fry. What's to be
               afraid of? My life is a steamin' pile of
               meaningless toadshit anyhow. So I say
               mush on! Canyon's only couple hundred
               meters, after that we're in Skiff City!
               So why don't you just butch up, stuff a
               cork in that kid, and get --

                              IMAM
               She's the captain, we should listen to --

                              JOHNS
               Listen to her? Her? When she was willing
               to sacrifice us all?

     A beat. Eyes turn to Fry. She wants to protest -- but can't.

                              AUDREY
               What's he talkin' about?

                              JOHNS
               During the crash, she --

                              FRY
                         (a warning growl)
               This does not help us, Johns.

                              JOHNS
               -- she tried to blow the whole fucking
               passenger cabin, tried to kill us --

                              FRY
               Just shut up, okay?

                              JOHNS
               -- tried to kill us in our sleep. Paris
               had it right -- we are disposable. We're
               just walking ghosts to her.

                              FRY
               Would you RAG YOUR STUPID HOLE!

     She rushes him, ready to rip his eyes out. He shunts her aside.

                              JOHNS
               We're not alive because of her -- we're
               alive in spite of her.

     He swung below the belt -- and connected. Fry's chin quakes,
     her knees fail. The undertow of events finally pulls her down.

                              FRY
               We cannot go through there....

                              JOHNS
                         (lording)
               How much you weigh right now, Fry? Huh?

                              IMAM
                         (pushing him back)
               Fine, fine, you've made your point. We
               can all be so scared as you.

     Johns snatches a light away from Imam.

                              JOHNS
                         (to all)
               Verdict's in. The light moves forward.


     EXT. BONEYARD - NIGHT

     They trudge on, slower now, building reserves for the canyon-run.
     At rear-point, Fry follows like a broken rudder. Pilgrim #1 now
     draws the sled with Imam. And up ahead...


     EXT. BONEYARD - NIGHT

     Johns falls in step with Riddick.

                              JOHNS
               Ain't all of us gonna make it.

                              RIDDICK
               Just realized that, huh?

     CLICKING nearby. Johns BLASTS the night, driving the sound
     away -- and reminding everyone of who carries the Big Gauge.

                              JOHNS
               Six of us left. If we could get through
               that canyon and lose just one, that'd be
               quite a fucking feat, huh? A good thing,
               right?

                              RIDDICK
               Not if I'm the one.

                              JOHNS
               What if you're one of five?

     Riddick stares. "I'm listening."


     EXT. BONEYARD - NIGHT

                              AUDREY
               What're they doin' up there?

                              IMAM
               Talking about the canyon, I suppose.
               How to get us through.

     Overhearing, Fry looks. It's odd to see Johns and Riddick
     walking side by side, like equals. Like partners.


     EXT. BONEYARD - NIGHT

                              JOHNS
               Look, it's hellified stuff -- but no
               different than those battlefield doctors
               when they have to decide who lives and who
               dies. It's called "triage," okay?

                              RIDDICK
               Kept calling it "murder" when I did it.

                              JOHNS
               Either way, figure it's something you can
               grab onto.

                              RIDDICK
                         (doping it out)
               Sacrifice play. Hack up one body, leave
               it at start of the canyon. Like a bucket
               of chum.

                              JOHNS
               Trawl with it. There's a cable on the
               sled. We can drag the body behind us.

                              RIDDICK
               Nice embellishment.

                              JOHNS
               Don't wanna feed these land-sharks -- just
               keep 'em off our scent.

                              RIDDICK
                         (looking back)
               So which one caught your eye?

                              JOHNS
               Don' look, don' look, don' look....


     EXT. BONEYARD - NIGHT

     Fry spots Riddick's look -- and Johns' non-look.

                              FRY
               Imam. Slow down.

                              IMAM
               What?

                              FRY
               Don't stop, just slow down.  Little more
               space 'tween us and them.

                              IMAM
               I would rather we all stay--

                              FRY
               Do what I say. Please.


     EXT. BONEYARD - NIGHT

                              RIDDICK
               What's her name, anyway?

                              JOHNS
               What do you care?

     Riddick shrugs. "I don't."

                              JOHNS
               Then let's not name the Thanksgiving
               turkey, okay? I assume you still got a
               shiv.

                              RIDDICK
               What, you 'spect me to do it?

                              JOHNS
               What's one more to you? Like this is the
               one that sends you to Hell?

                              RIDDICK
               Oh, you're a piece of art, Johns. They
               oughtta hang you in a museum somewhere.
               Or forget the museum -- maybe they should
               just hang you.


     EXT. BONEYARD - NIGHT

     As Fry and the others keep slowing.


     EXT. BONEYARD - NIGHT

                              JOHNS
               Awright. You do the girl, I'll keep the
               others off your back.

     Riddick stops. Reconsiders.

                              JOHNS (CONT'D)
               Aw, don't tell me you're growin' scruples.

                              RIDDICK
                         (shakes head)
               Just wonderin' if we don't need a bigger
               piece of chum.

                              JOHNS
               Like who, Mr. Chrislam?

     EXTREMELY TIGHT on both men: In their eyes, we see the new
     partnership splintering apart: "Like Mr. Johns."

     Riddick makes a play for the shotgun. It BLASTS skyward.


     EXT. BONEYARD - NIGHT

     As the fight erupts:

                              FRY
               Bring the light!

                              AUDREY
               What're they doing? What're we --

                              FRY
               Leave the sled, let's go, go, go!


     EXT. BONEYARD - NIGHT

     FIGHT SCENE: Johns' light hits the ground, creating an arena of
     illumination. FAST CLICKING nearby. Still struggling, Riddick
     and Johns somehow manage to gang-aim the shotgun and BLAST THE
     CLICKING AWAY.

     The shotgun goes free. Johns lunges for it, but Riddick kicks it
     into the night. And then pulls his shiv.

                              RIDDICK
               Gotta stay in the light, Johns. That's
               the only rule.

     Johns circles inside the light. Fucking with him, Riddick starts
     poking and jabbing, backing him up against the wail of dark.
     Johns stumbles over something. A bone. A club.

     Riddick finds his own bone-club, and now they go at it like two
     cavemen. Riddick beats on Johns' club-hand, breaking fingers,
     forcing him to drop the bone. Just trying to get away now, Johns
     makes a desperate lunge for the light, but...

     Riddick shivs open his back.

                              RIDDICK
               Remember that moment?

     Gushing blood, Johns starts crawling pathetically with the light.
     Riddick dogs him.

                              RIDDICK
               Shoulda never took the chains off, Johns.
               You were one brave fuck, before. Now look
               at you. Oh, yeah, you were Billy Bad-ass
               with your gauge...with your chains....

     Johns finds the shotgun. "And I'm still Billy Bad-ass." He
     sweeps it around with the light, ready to kill...

     Blackness. Where'd Riddick go?

     CLICKING behind Johns. He whirls to see...

     Something big coming for him. Johns BLASTS IT back into the
     night, dropping the light as he does. Eyes in the back of his
     head, he whirls again and takes aim on...

     Another bull-rushing predator.

     Johns triggers a bad round. Crazed, he ratchets and levels the
     shotgun for another try. He's too late.

     BIG CLOSEUP as the ejected shell rolls to a stop. It's red.
     Johns loaded a morphine shell in the dark.

     RIDDICK'S POV: With Johns skewered by the armpits, the predator
     lifts him off the ground and "stares" with a deceptively gentle
     CLICKING-COOING SOUND.

     PREDATOR'S POV: Of Johns' final expression.

     RIDDICK'S POV: The predator rears back its head -- then slams
     forward, hitting Johns with the full force of its skull-blade,
     splitting him in two.


     EXT. NIGHT

     Fry, Imam, Audrey, Pilgrim #1. They're running, stumbling,
     trying to backtrack the sled marks. Checking for pursuit, Fry
     looks over her shoulder...

     And crashes into Riddick. He was just standing in the dark,
     waiting for them.

                              RIDDICK
               Back to the ship, huh?

                              FRY
               Get out of our way.

                              RIDDICK
               So everybody huddles together till the
               lights burn out? Until you can't see
               what's eating you? That the big plan?

                              IMAM
               Where's Mr. Johns?

                              RIDDICK
               Which half?

                              IMAM
               You mean....

     Conflicted, they all look back. Audrey starts to puddle up.

                              AUDREY
               Gonna lose everybody out here....

                              RIDDICK
               He died fast. And if we got any choice,
               that's the way we should all go out.
                         (to Audrey, softly)
               Don't you cry for Johns. Don't you dare.


     EXT. CANYON RIM - THE GAUNTLET - NIGHT

     BLACK SCREEN. We hear the canyon in full cry now -- CLICKING...
     BATTLING BONE-BLADES...MATING CRIES...the RENDING OF FLESH
     and SNAPPING OF TENDON. Far below, twin flames appear as the
     survivors reach the gauntlet. Predators perch in FOREGROUND,
     just hulking silhouettes "watching" from a canyon rim.


     EXT. START OF GAUNTLET - NIGHT

     They are but five: Fry, Riddick, Audrey, Imam, and Pilgrim #1.
     CLOSE on each face as they listen to the CANYON. There must be
     countless predators ahead.

                              FRY
               How many you see?

                              RIDDICK
               One or two.

                              FRY
               Audrey?

                              AUDREY
               Three full bottles. But almost time to
               refill.

                              FRY
               Doesn't seem like enough to turn back on,
               does it?

                              RIDDICK
               Only see one way. Turn the sled over and
               drag it like that, girl down low. Light
               up everything we got -- and run through
               like dogs on fire.

     A beat.

                              IMAM
                         (understanding)
               The sled as a shield....

                              FRY
               And what about the cells?

                              RIDDICK
               I'll take those.

     She looks at him hard.

                              FRY
               We're just here to carry your light,
               aren't we? Just the torch-bearers.

                              RIDDICK
               Let's drop back an' boot up.


     EXT. BONEYARD - NIGHT

     START on the power cells. They're been lashed together into one
     queue.

     Working amid the giant bones, Riddick crafts a new harness from
     the old straps. Close behind him, Imam is MUTTERING IN ARABIC.

                              RIDDICK
               What're you doin'?

                              IMAM
               Blessing you like the others.
                         (off his look)
               It's painless.

                              RIDDICK
               And pointless.

                              IMAM
                         (a beat)
               I see. Well, even if you don't believe
               in God, it doesn't mean He won't be --

                              RIDDICK
               You don't see.

     Riddick shrugs into the harness, snugs it down.

                              RIDDICK (CONT'D)
               'Cuz you don't spend half your life in
               lock-down with a horse-bit in your mouth
               and not believe. And you surely don't
               start out in a liquor store trash bin with
               an umbilical cord wrapped around your neck
               and not believe. Oh, absolutely I believe
               in God. And I absolutely hate the fucker.

                              IMAM
               He will be with us. Nonetheless.

                              RIDDICK
               Give my blessing to the girl. She needs
               a spare.


     EXT. START OF GAUNTLET - NIGHT

     The torches. Maxed out. Burning non-stop.

     Fry and Imam. Sled chains on. Lapping up O2. Each holding a
     torch.

     Pilgrim #1. Clutching a handlight.

     Audrey. Rolling under her sled-shield, becoming the turtle in a
     metal carapace.

     Riddick. Goggles on. He has no desire to see what horrors will
     surround them. There's just one path, anyway: Straight through.

                              RIDDICK
               As fast as you can.

                              FRY
               You sure you can keep --

                              RIDDICK
               As fast as you can.


     EXT. THE GAUNTLET - NIGHT

     SLEW OF SHOTS: Fry and Imam on the move, dragging the shield
     fast. Audrey speed-crawling beneath. Pilgrim #1 tripping along
     behind the shield. And Riddick behind them all, face already
     tortured, pulling 200 pounds of stubborn-mule cargo -- yet
     somehow keeping pace. The torch flames, stretched by the wind,
     flank them in fire.


     EXT. CANYON RIM - THE GAUNTLET - NIGHT

     As predators launch from the rim.


     EXT. THE GAUNTLET - NIGHT

     First come the hatchlings, streaming right into their faces --
     then veering away at the last second, repulsed by light. Next
     come FERAL SOUNDS overhead.

                              RIDDICK
               Don't look.

     Thin blue liquid spatters them.

                              RIDDICK
               Do not look up.

     More spattering. Fry looks up -- and stumbles when she beholds...

     A ceiling of predators. At the cusp of light, they dive and
     weave and dart, slashing each other in a rabid desire to SOUND
     OUT the humans below. It's like looking into a bucket of angry
     eels.

                              RIDDICK
               Keep going, keep going, keep going,
               keep going!

     His voice whips them like the Devil's coxswain. Chastened, Fry
     keeps her eyes down and speed up.

     More blue blood showers down -- followed by entrails dropping
     out of the sky. Could this be Hell itself?

                              IMAM
                         (a muttered mantra)
               "So dark the clouds around my way
                    I cannot see,
               But through the darkness I believe
                    God leadeth me.
               I gladly place my hand in His when
                    all is dim,
               And, closing my weary eyes, lean
                    hard on him...."

     Now WHOLE CORPSES ARE CRASHING DOWN around them, victims
     of in-fighting. Fry and Imam start slaloming through the ghastly
     mess.

     Pilgrim #1 passes too close to a corpse: A blade slices his leg,
     drawing blood. He keeps his mouth shut.


     EXT. CHOKE-POINT - THE GAUNTLET - NIGHT

     The passage narrows into a choke-point. Fry sees it first.

                              FRY
               Riddick? RIDDICK?

     Ahead, a clot of dead predators blocks the canyon.

                              AUDREY
               What? What is it?

                              RIDDICK
               It's a fucking staircase! Go over it!
               GO OVER IT!

     Steeling themselves, they start climbing.

     But Audrey, on all fours, has to discover the corpses with her
     hands. Then, taking exception at being walked on...

     One "corpse" snaps at her. Audrey recoils sideways...

     And tumbles down the mound of corpses. She's exposed.

     PREDATORS' POV: Rapid-fire images of Audrey. Flashes from 10
     different predators.

                              FRY
               Audrey!

     Audrey shakes out of it and scrambles for the shield just as...

     A predator kamikazes onto the shield, its bone-blades piercing
     the metal...

     And nearly skewering Audrey beneath.

     Caught in torchlight, steaming, the PREDATOR HOWLS as it tries
     to rip free of the shield.

     Beneath, Audrey hangs on and takes a thrashing.

     The predator tears clear, spins, pounces blindly at...

     Riddick, standing at light's edge. Stunningly, he catches the
     beast under its scythe blades, blunting the attack. The predator
     CLICKS MADLY at him.

     PREDATOR'S POV: Of Riddick's face.

     The predator rears back its head, ready to bisect Riddick with
     its skull-blade.

     Switchblade fast, Riddick drops a hand...

     ...yanks his shiv...

     ...and sweeps it over the belly of the beast. HOWLING, the
     predator falls, disemboweled.

     REACTION SHOTS of Fry and Imam. Stunned.

                              RIDDICK
               Didn't know who he was fuckin' with.

     They regroup. Imam's head swivels back and forth: They're one
     person short.

                              IMAM
               Suleiman!

                              RIDDICK
               Get the girl back under. Keep going.

                              IMAM
               SULEIMAN!

                              RIDDICK
               KEEP GOING OR I WILL!

     Suddenly Pilgrim #1 reappears, thrust back into the light by
     unseen forces. He's still alive -- but shouldn't be. He makes
     a feeble attempt to grab onto Imam, to anyone, but he's gone
     again before they can even react, jerked out of the light. Out
     of existence.


     EXT. THE GAUNTLET - NIGHT

     They flail on. And now, finally...finally....

     The canyon widens, opening up like some door to Heaven. The
     WORST SOUNDS fall behind. We can see it in their sweat-sheened
     faces: The faintest hope that maybe they've survived the Seventh
     Circle of Hell. But then...

     The TORCHES SPIT AND SPUTTER.

     Audrey hears PATTERING on the metal shield.

     Blood falls anew.

     One torch dies -- yet somehow comes back to life.

     Imam upturns a hand, checking the liquid for color. But this
     blood has no hue.

                              FRY
               Oh, no. No, no, no....

                              IMAM
               Rain.


     EXT. THE GAUNTLET - NIGHT

     RAIN MONTAGE: Water rilling, running, flowing over rocks and
     ground.


     EXT. THE GAUNTLET - NIGHT

     Caught in a downpour, the survivors slog to a stop. One torch
     goes out -- and won't relight.

                              RIDDICK
               So where the hell's God now, huh?
                         (no answer from Imam)
               I'll tell you where! He's up there
               PISSING ON ME!

                              FRY
               Riddick? How close?

     Riddick sheds goggles to look ahead. We don't know what he
     sees -- nor what he's thinking.

                              FRY
               Tell me the settlement is right there!
               RIDDICK, PLEASE!

                              RIDDICK
               We can't make it.

     HOLD on Fry's anguished face, rendered in dying torchlight.
     Somewhere behind, the AWFUL SOUNDS RETURN.

                              RIDDICK
               Here...hide here....

     He's found a crevice in the canyon wall.

                              RIDDICK
               Inside...inside....


     EXT. CREVICE - THE GAUNTLET - NIGHT

     They crawl into the fissure. The second torch dies behind them.


     EXT. THE GAUNTLET - NIGHT

     There's just one light left now -- the one Riddick wears on his
     back. By its glow, we watch him lift the shield, muscle it over
     to the crevice...


     EXT. CREVICE - THE GAUNTLET - NIGHT

     ...and slide it over the opening. A black beat.

                              AUDREY
                         (a beat)
               Why's he still out there?

     Fry's not sure. Is he protecting them? Or entombing them?


     EXT. MUDDY RISE - THE GAUNTLET - NIGHT

     Working like Sisyphus, Riddick hauls the cells up a muddy rise.
     He stops at the top, peers through the rain.

     RIDDICK'S POV: Of the settlement.

     Riddick disappears over the rise. The four cells follow,
     slithering through the mud like a serpent's tail.


     EXT. CREVICE - THE GAUNTLET - NIGHT

                              AUDREY
               He's not coming back, is he?

     Fry checks Imam's face. Did Riddick say anything to you?" Imam
     wags his head. A bleak beat -- before Fry realizes she can see
     his face.

                              FRY
               There's light in here.

     It's a soft glow from above. Imam climbs higher to discover
     small blue-white lights clinging to rocks. He plucks a few.

                              FRY
               What are they?

     CLOSE on the lights in Imam's palm. They writhe with life.

                              IMAM
               Larva....

                              AUDREY
               Glow worms....

                              FRY
                         (mind racing)
               How many bottles we got? Empty ones?


     INT. SKIFF - NIGHT

     Riddick boards the dark craft.

     Connects the power cells to the battery bay.

     Watches the ship come to life.


     EXT. CREVICE - THE GAUNTLET - NIGHT

     CLOSE on a liquor bottle. It's half full of glow-worms.

                              AUDREY
               More, more, we need more....

     They climb higher. Little by little, the bottle brightens their
     world.


     EXT. SKIFF - NIGHT

     Drenched in light, Riddick stands in the hatchway of the skiff,
     looking out into dark rain. Is he struggling with a decision?
     Or just savoring the safe harbor? Then very deliberately...

     Riddick smashes his handlight on the hull. He steps inside and
     closes the hatch behind him.


     EXT. MUDDY RISE - THE GAUNTLET - NIGHT

     Something claws its way up the rise. Standing, we see that it's
     Fry, a bottle of glow-worms strung around her neck. Ahead she
     spies...

     The settlement. Silhouetted by engine-light.


     EXT. SKIFF - NIGHT

     As the skiffs ENGINES WARM UP.


     INT. SKIFF - NIGHT

     As Riddick dabbles with flight controls.


     EXT. SETTLEMENT - NIGHT

     As Fry, running, splashes past buildings.


     EXT. CREVICE - THE GAUNTLET - NIGHT

     Audrey and Imam huddle around a bottle of glow-worms: This is
     all they could harvest. Presently SCRABBLING SOUNDS on the
     shield. Imam eases one eye to a small hole in the shield. He
     can't see much until...

     A blade rushes through the hole. Imam recoils hard, snatches up
     the glow-worm light to see...

     More predator blades exploring the edges of the shield. The
     light drives them away. For now.


     INT. SKIFF - NIGHT

     Riddick dims interior lights, activates exterior lights. He's
     actually startled by the sight of...

     Fry. Standing in the skiffs headbeams. Daring him to run her
     over.

     Eye-lock.

     Riddick opens the hatch.


     EXT. SKIFF - NIGHT

     They meet at opposite ends of the gangway -- Fry in the rain,
     Riddick in the light.

                              RIDDICK
               Strong survival instinct. Admire that in
               a woman.

                              FRY
               You're not leaving. Not until we go back
               for the others.

     He laughs at that.

                              FRY (CONT'D)
               I promised them we'd go back with more
               light. And that's exactly what we're
               gonna do..

                              RIDDICK
               Think you've mistaken me for somebody who
               gives a fuck.

                              FRY
               What, you're afraid?

                              RIDDICK
               Confusin' me with Johns now -- fear was
               his monkey. I only deal in life and
               death. All that stuff in between? Some
               shade of grey my eyes don't see.

                              FRY
               I trusted you, Riddick. Goddamn, I
               trusted that some part of you wanted to
               rejoin the human race.

                              RIDDICK
               Truthfully? I wouldn't know how.

     Fry realizes it's impossible to shame a shameless man. With
     desperation edging her voice:

                              FRY
               Then wait for me. I'll go back myself.
               Just give me more light for them.

     He tosses her a light. The broken one.

                              FRY
               Just come with me!

                              RIDDICK
               Got a better idea. Come with me.

     Fry's mouth moves but nothing comes out.

                              RIDDICK (CONT'D)
               They're already dead. Get on board.

                              FRY
               You're fuckin' with me. I know you are.

                              RIDDICK
               'Course I am -- but doesn't mean I won't
               leave you here. If you believe anything
               about me, better be that.

                              FRY
               No, you see, I promised them...I have
               to...I have to go and....

     She's bleeding resolve. Riddick can see it -- can smell it --
     and he keeps slashing away.

                              RIDDICK
               Step aboard, Carolyn.

                              FRY
                         (tortured)
               I can't....I can't....

                              RIDDICK
                         (approaching, extending
                          a hand)
               Here. Make it easy on you.

                              FRY
               Don't do this to me....

                              RIDDICK
               Just give me your hand.

                              FRY
               But they...they could still be....

                              RIDDICK
               No one's gonna blame you. C'mon. Take my
               hand and save yourself, Carolyn.

     A beat. She takes his hand -- and jerks him down the gangway.
     They sprawl through mud. She gets a knee on his neck.

                              FRY
               I will not give up on them! I Will not
               leave anyone on this rock with those
               fucking things, even if it means --

     In a blur, Riddick rolls and slaps a shiv on her neck. Is
     history repeating itself? Riddick's face, though, is strangely
     calm. Curious. Even gentle.

                              RIDDICK
               You'd die for them?

                              FRY
               I would try for them.

                              RIDDICK
               You barely know them.

                              FRY
               But I'm human. I know you view that as a
               weakness, but I'm sorry -- I do feel fear,
               theirs too. Goddamnit, Riddick -- yes.
               I would die for them.


     EXT. CREVICE - THE GAUNTLET - NIGHT

     MORE SCRABBLING at the shield. Imam cocks his blade back, ready
     to do battle with...

     Fry. She heaves the shield aside. Behind her, Riddick.

                              AUDREY
                         (big-eyed)
               You came for us....

                              RIDDICK
               Yeah, yeah -- we're all fuckin' amazed.
               Anyone not ready for this?


     EXT. THE GAUNTLET - NIGHT

     Protected by the meager light of two glow-worm bottles, the four
     remaining survivors head out.

                              RIDDICK
               Tighter, tighter....


     EXT. MUDDY RISE - THE GAUNTLET - NIGHT

                              RIDDICK
               Stop.

     They pile up awkwardly. Fry listens hard. Only RAINFALL.

                              FRY
               I don't hear --

     He covers her mouth.

     RIDDICK'S POV: Water has pooled at the base of the muddy rise.
     A predator drinks there.

                              RIDDICK
                         (on his breath)
               Doesn't see us...wait for it to leave....

     RIDDICK'S POV: Another predator lands to drink. Then another.
     Their backs are to us, but the pool is turning into a major
     gathering place.

     Soon they all can hear CLICKING above the RAIN. Their nightmare
     is far from over.

                              RIDDICK
               Get behind me.

     RIDDICK'S POV: Of a half-dozen predators shifting places at the
     pool. A slim gap appears.

                              RIDDICK
               When I go, we go. Full-throttle.

     CLOSE on their hands, gripping each other.

                              RIDDICK
               Ready...ready....

     RIDDICK'S POV: The gap between predators widens into a passage.
     A gauntlet within a gauntlet.

     Riddick runs. Linked like paper dolls, the others follow blindly.

     RIDDICK'S POV: Of a predator turning to "stare" over its
     shoulder.

     PREDATOR'S POV: Of Riddick bearing down fast.

     The survivors hit the water like lawn mowers on legs, crashing
     through, scattering water and predators alike, managing to
     reach...

     The muddy rise. Audrey loses her grip on the others...

     And starts back-sliding. She CRIES OUT, turning the head of...

     Riddick. He catches Audrey as her legs hit the pool. He muscles
     her back up the rise and heaves her over the top, sending her
     slip-sliding down the other side.

                              RIDDICK
               You know the way!

     Not waiting for him, Fry and Imam disappear over the rise.

     RIDDICK'S POV: Of the predators. Regrouping. Crawling up the
     rise at us.


     EXT. NIGHT

     Fry, Imam, and Audrey run hard, glow-worm lights bouncing wildly.

     RIDDICK'S POV: Chasing them.

     PREDATOR'S POV: Chasing Riddick.


     EXT. SETTLEMENT - NIGHT

     Fry, Imam, and Audrey reach the settlement. They spill around a
     corner and see...

     The light of the skiff.


     EXT. SETTLEMENT - NIGHT

     RIDDICK'S POV: Ahead of us, we see Fry, Imam, and Audrey
     vanishing around the corner. BREATHING LIKE A RACEHORSE, we
     follow in their steps, storming around the same corner. Suddenly
     a predator is right there, right in our face.

     PREDATOR'S POV: Of Riddick skidding to a stop. He snaps a look
     up.

     RIDDICK'S POV: Of another predator perched gargoyle-like on the
     building. It SPEED-CLICKS at us.

     PREDATOR'S POV: Of Riddick slowly pulling two shivs. Bracing
     himself. Ready to blade it out.


     EXT. SKIFF - NIGHT

     Imam and Audrey stagger aboard. Safe in the light of the
     headbeams, Fry turns back, panting, waiting.

     Waiting.

                              IMAM
               Captain....

     He wants her to board the skiff. Fry gives it another beat, eyes
     sweeping the dark rain. And just when we think it's over for
     Riddick -- TERRIBLE SCREAMS are heard from both man and predator:
     There's a helluva fight going on out there. Close out there.

     Fry snatches the glow-worms off Imam's neck...

     And plunges into the darkness, homing in on the SOUNDS until...

     A blade flashes in her face. She ducks and spots...

     Riddick. Bloody, muddy, he's down on his knees, still trying to
     fight off the shadow-beasts that swirl and slash all around him.
     Around them both.

                              FRY
               It's me, it's me, it's me!

     She gets the light around his neck. Now we see his face
     clearly -- and see a very human expression there: Fear. Fry
     grabs his armpits and tries to pull him up.

                              FRY
               C'mon, Riddick -- said I'd die for them,
               not you.

     He gets his feet under him. Gripping each other, they start
     moving, turning like dancers in a macabre waltz, hoping the
     predators can't fix on Riddick's blood.

                              FRY
               Just 10 steps...keep turning, keep
               turning...that's right...others're already
               'board, waitin' for us right now...five
               steps...c'mon, almost there, Riddick...
               almost there...we're almost --

     Something jolts them. ALL CLICKING STOPS.

     EXTREME CLOSEUPS: Searching each other's eyes. Someone just got
     slashed from behind, slashed bad. But who?

                              RIDDICK
               Not for me....

     In an eyeblink she's gone, ripped from his arms. There was no
     scream. No cry. No final words. Just...

     Blackness.


     EXT. PLANET'S ORBIT - NIGHT

     Out of the blackness, a spot of fire races toward us. It
     resolves into the skiff, fabric wings burning off as it hits
     escape velocity.


     INT. SKIFF - NIGHT

     CLOSE on a bloody hand. It toggles through nav-charts, plots a
     rendezvous with "Sol-Track 17B" shipping lane.

     In the cockpit, Riddick finds Audrey beside him. She stares
     hypnotically at the stars ahead.

                              RIDDICK
               Probably okay to talk to me now.

                              AUDREY
               Not sure where to go. I was just runnin'
               away when this whole thing started.
                         (a beat)
               Where you goin'?

                              RIDDICK
               Not sure. I was just runnin' away when
               this whole thing....

     Interior smiles. Stars sweep the windscreen as the skiff makes
     a course-correction. One very bright star comes into view.

                              RIDDICK
               Might interest you....

     Imam moves forward. Seeing, his face lifts.

                              IMAM
               New Mecca....

                              RIDDICK
               Think a soul could get lost there? With
               all those pilgrim-types?

                              IMAM
               It's more a place where souls are found,
               Mr. Riddick.

     As Riddick ponders the possibilities, we CUT TO...


     EXT. PLANET'S ORBIT - NEW DAWN

     The first sun flares out from behind the eclipsing planet. Its
     light feels cleansing. Renewing. Life-giving.

                                                            FADE OUTPITCH BLACK

                           Screenplay

                               by

                           David Twohy


               Based on material by Ken and Jim Wheat






                                             Revised First Draft
                                             3/3/98








     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS
     AND SOME "OMITTED" SLUGS. THEY HAVE BEEN REMOVED FOR THIS
     SOFT COPY.

     NOTE ALSO: THE HARD COPY OF THIS SCRIPT WAS IN THE NON-
     PREFORMAT FONT "TIMES NEW ROMAN". THIS HAS BEEN CHANGED
     TO PREFORMATTED TEXT FOR THIS SOFT COPY.









Though mentioned often in the script, the creatures in PITCH BLACK are 
seldom seen at length; rather, they are glimpsed, they are heard, they are 
felt. They are, really, the embodiment of your nocturnal fears: A howling 
coyote that jars you awake; the painting on the wall that comes to life
when stared at too long...the sway of your bed just before the earthquake 
hits. Chimera of the night. The point is made so the reader appreciates
that the focus of the finished film will not be on what the creatures do, 
but on what the creatures do to reveal the inner nature of the characters. 
For PITCH BLACK is, at its heart, a story of humanity and courage -- and 
lack of the same.



                                                       David Twohy








     CUT IN:

     INT. MAIN CABIN

     A CRYO-LOCKER BLOWS OPEN, spitting out...

     CAROLYN FRY. She hits the deck of the main cabin: Four crew
     lockers in a forward section, countless more in back. But the
     deck is canted at a sick angle and ALARMS SCREAM everywhere:
     The world is dying around her.

     Legs wobbly, shivering like a flu victim, Fry stumbles to the
     next forward locker. It's riddled with holes. One DEAD CREWIE
     is seen through fractured plexi, body pocked and bloodied. But
     in the next cryo-locked...

     The CAPTAIN is struggling awake. Fry's face floods with relief.
     Slapping an intercom:

                              FRY
               Hear me? Cap'n? Some kinda compromise to
               the hull...holding for now, but...Goddamn,
               I'm glad you're alive. Gotta pull your
               E-release...no, red handle, red handle.
               I'll get the warm-ups out while --

     PHFUT-PHFUT-PHFUT-PHFUT: Particles bore through the cabin,
     blasting open the captain's chest, shattering plexi, DETONATING
     INSTRUMENTS on the opposite wall and leaving CONTRAILS
     HISSING in the air.

     Fry lands on her ass, horrified. Suddenly...

     Another LOCKER BLOWS OPEN. A body falls right on top of Fry --
     but this one's still alive. Disoriented, frantic:

                              OWENS
               Why did I fall on you?

                              FRY
               He's dead. Cap'n's dead. Christ, I was
               looking right at him when --

                              OWENS
               I mean, I mean, chrono shows we're 22
               weeks out, so gravity wasn't supposed to
               kick in for another 19. I mean, I mean,
               I mean, why did I fall at all?

                              FRY
               You hear me? Captain's dead. Owens too.

                              OWENS
               Oh, no. Not Owens, not.... Wai', wai',
               wait. I'm Owens. Right?

     They swap nightmare looks, momentarily unsure of their own
     identities.

                              FRY
               Cryo-sleep. Swear to God, it sloughs
               brain cells.


     INT. NAV-BAY - MAIN CABIN

     They stumble into nav-bay. ALARMS CONTINUE. Fry grabs warm-up
     suits out of storage, pitches one to Owens, checks her screens.

                              FRY
               1550 millibars, dropping 20 MB per minute,
               shit, we're hemorrhaging air. Somethin'
               took a swipe at us.

                              OWENS
               Just tell me we're still in the shipping
               lane. Just show me all those stars, all
               those bright, beautiful, deep-space....

     Owens activates an exterior view: A planet rushes up at us.
     That's why they have gravity.

                              FRY
               Jesus God....


     EXT. SHIP - PLANET'S ATMOSPHERE - DAY

     The SHIP PLOWS through the upper atmosphere, antennae pylons
     already disintegrating.


     INT. PASSAGE TO FLIGHT DECK

     Heart battering her ribs, Fry runs forward, using hand-holds to
     steady herself. Over a headset:

                              OWENS (V.O.)
               They trained you for this, right? Fry?
               FRY?

     She doesn't answer.


     INT. FLIGHT DECK - DAY

     Fry harnesses in, starts running switches -- but fumbles a few
     times, making mental errors. Finally she gets crash-shutters
     open to reveal...

     CLOUD STRATA sweeping up past the windscreen like floor-lights
     on a dropping elevator. We're shedding big altitude.


     INT. NAV-BAY - MAIN CABIN

                              OWENS
               ... crisis program selected Number Two of
               this system because it shows at least some
               oxygen and more than 1,500 -- would you
               SHUT THE FUCK UP!
                         (hammers a button,
                          SILENCES ALARMS)
               -- more than 1,500-millibars of pressure
               at surface-level. Okay, so maybe the ship
               did something right for a change....


     INT. FLIGHT DECK - DAY

     As Fry runs more switches.


     INT. SHIP - DAY

     As JETTISON DOORS CLOSE around the ship.


     INT. FLIGHT DECK - DAY

     As Fry flips up a security-latch -- and thumbs the switch below.


     EXT. SHIP - PLANET'S ATMOSPHERE - DAY

     MULTIPLE SHOTS: EXPLOSIVE BOLTS RAPID-FIRE around the ship's
     skin, blowing away non-essentials that hinder aerodynamics --
     including big deep-space drives. But this last separation puts
     the ship into a dangerous roll.


     INT. FLIGHT DECK - DAY

     Out the windscreen, cloud strata roll vertiginously. Fry throws
     actuators...


     EXT. SHIP - PLANET'S ATMOSPHERE - DAY

     And airbrakes deploy. She manages to kill the roll. But the
     ship's still coming in nose-high.


     INT. NAV-BAY - MAIN CABIN

                              OWENS
               ...showing no major water bodies...maximum
               terrain, 220 meters over mean surface...
               largely cinder and gypsum with some
               evaporite deposits....

     JETTISON DOORS CLOSE behind Owens, segregating him from the
     passenger compartment. It scares him for a new reason.

                              OWENS
               Fry? What're you doing?


     INT. FLIGHT DECK - DAY

     Fry flips up a new security-latch. INTERCUTTING:

                              OWENS
               Fry?

                              FRY
               Can't get my nose down...too much load
               back there....

                              OWENS
               You mean that "load" of passengers?

                              FRY
               So what, we should both go down too?
               Out of sheer fucking nobility?

     Tortured silence. Fry's thumb moves to the switch that will
     jettison the passenger cabin. Jettison 50 people.


     INT. MAIN CABIN

     SELECTED SHOTS of faces inside cryo-lockers, among them JOHNS.
     He's prime-of-life, badge on display, some kind of cop. Shaken
     awake, he clears condensation to check the locker directly across
     from his, finding...

     RIDDICK. Small black goggles hide his eyes. A metal bit wedged
     in his mouth lends a perpetual grimace. A read-out admonishes
     "LOCK-OUT PROTOCOL IN EFFECT. ABSOLUTELY NO EARLY
     RELEASE."


     INT. FLIGHT DECK - DAY

                              OWENS
               Look, Fry. Company says we're responsible
               for every one of those --

                              FRY
               Company's not here, is it?

                              OWENS
               When captain went down, you stepped up --
               whether you like it or not. Now they
               train you for this, so --

                              FRY
               And there wasn't a simulated cockroach
               alive within 50 clicks of the simulated
               crash site! That's how they train you!
               On a fucking simulator!

     Owens unbuckles from his chair.

                              OWENS
               Don't touch that switch!

     Overcome by guilt, Fry retracts her thumb of mass destruction.
     But a HUGE JOLT puts the thumb right back.

                              FRY
               I'm not dying for them.

     She pushes it. But this time...


     EXT. SHIP - PLANET'S ATMOSPHERE - DAY

     No bolts fire. Nothing separates from the SHIP THAT SCREAMS DOWN
     through the clouds.


     INT. NAV-BAY - MAIN CABIN

     Now we see why: Owens reopened the jettison doors locally -- and
     blocked them open.

                              FRY
               Owens!

                              OWENS
               70 seconds! You still got 70 seconds to
               level this beast out!


     INT. FLIGHT DECK - DAY

     Seething anger and guilt, Fry pops more airbrakes, shedding more
     speed, more heat. The ship does level -- but it's still being
     pounded hellishly. She tries to get a stable view out...

     The windscreen. We're breaking through cloud-bottoms. There's
     just a glimpse of landscape before...


     EXT. SHIP - PLANET'S ATMOSPHERE - DAY

     An airbrake fails. It shears off and pinwheels into...


     INT. FLIGHT DECK - DAY

     The windscreen. It cracks into a thousand spiderwebs -- but
     impossibly it holds. For now.

                              OWENS (V.O.)
               What the shit was that?

     Sunlight flares from every fractured edge: It's like looking
     into burning diamonds, and Fry can only get an impression
     of the outside world. Now she has to rely on...

     A ground-mapping display. 120 meters altitude. And dropping.


     INT. CRYO-LOCKER - DAY

     INTERCUT Johns. Realizing he's in some kind of shit-storm, he
     claws at safety restraints.


     INT. FLIGHT DECK - DAY

     Ground-mapper: 60 meters. COLLISION ALARMS kick in.

     Out the fractured windscreen, we see a huge dark mass rise up
     into view. Land.

     40 meters...30...20...10....

     Fry braces.

     IMPACT. The WINDSCREENS IMPLODE. AIR HURRICANES in.


     INT. NAV-BAY - MAIN CABIN

     IMPACT. Chairs rip from their moorings. Strapped into one,
     Owens slams into the ceiling.


     INT. MAIN CABIN - DAY

     IMPACT. Johns BLOWS OUT of his locker -- and wishes to God he
     would've stayed inside, because just beside him...

     The hull is cracking open.

     NIGHTMARE SHOT: A huge section of the cabin tears free...
     skitters and CRASHES along the planetfloor behind us...and
     disintegrates out of sight. 40 cryo-lockers vanished with it.
     40 lives.


     INT. FLIGHT DECK - DAY

     Hammered by WIND, Fry opens her eyes experimentally.

     FRY'S POV: A vortex of motion, of speed, of blurring debris.
     But the ship is burrowing in. Burrowing under.

     Fry pivots her chair 180 degrees a nanosecond before...
     Dirt avalanches into the cockpit. It buries CAMERA.

                                                       BLACKOUT


     INT. MAIN CABIN - CRASH SHIP - DAY

     Choking yellow dust. Ghostly silhouettes are COUGHING, MOANING,
     CALLING OUT to other survivors in English and, surreally, in
     Arabic. Soon we find...

     Johns. Ears running blood. Stumbling his way to...

     Riddick's cryo-locker. Empty. Johns reaches for his holster.
     Gone, torn right off his belt. No prisoner and no weapon --
     spooky combination. Nearby he sees...

     The light of a cutting torch. Someone's using it to open a
     jammed cryo-locker. The plexi is torched away to reveal...

     AUDREY, 12 years old. Unscathed.

                              AUDREY
               Somethin' went wrong, huh?

     Johns searches for his pistol. Behind him, two chained feet
     lower into FRAME -- and then attack, swinging over Johns' head...
     getting the chain on his neck...twisting hard, using the chain as
     a choke-collar. Johns flicks open a baton, swings it up at...

     Riddick. Still in body chains and mouth-bit. Clinging to a
     ceiling support. Riding out the baton blows.

     Seconds from blacking out, Johns strains forward...forward...and
     finally breaks Riddick's grip on the support. He keeps hold of
     the chained feet so that...

     Riddick SLAMS HEADFIRST into the deck. Johns lays the baton on
     his neck.

                              JOHNS
               One chance and you blew it, Riddick.
               Never cease to disappoint me.


     INT. FLIGHT DECK - CRASH SHIP - DAY

     Darkness. A light beam sweeps the dusty air of the cockpit.
     It's packed with dirt, no signs of life. About to search
     elsewhere, Johns turns back at...

                              FRY (O.S.)
               Hey.

                              JOHNS
               Hey, who?

                              FRY (O.S.)
               Hey, me. Over here.

     His light finds a headrest sticking up from the dirt. Johns
     crawls closer, checks the other side of the headrest and finds
     her. Fry. Buried to the gills.

                              JOHNS
               Amazing. I'm Johns.

                              FRY
               Carolyn Fry. I'd shake hands, but...

     He manages a smile and starts digging her out. Almost dreading
     to ask:

                              FRY
               Are there any others, Johns?


     INT. MAIN CABIN - CRASH SHIP - DAY

     Johns helps Fry through the carnage. She's stunned by it all --
     but especially by the blast of sunlight where a hull used to be.

     Realizing she's in nav-bay, Fry starts digging like a search dog
     to uncover...

     Owens. Still strapped to his chair. Metal rod piercing his
     chest close to the heart. Dead. Fry reaches out to touch him.

                              OWENS
               Out, out, out, GET IT OUTTA ME!

     She recoils hard. He's still alive. The other survivors bungle
     over. Ten seconds of pure chaos:

                              VOICES
               Pull it out of him...No, it's too close to
               the heart...You gotta do it, just do it
               fast....

     Fry grabs the rod.

                              OWENS
               Don't touch it! Don't touch that switch!

                              VOICES
               You'll kill him, I'm tellin' you, shit,
               just leave it alone...delirious...doncha
               you got some drugs for this poor man....

                              OWENS
               Don't touch that switch!

                              FRY
               Awright, awright, someone...there's
               Anestaphine in the med-lock, that end of
               the cabin...next to....

     But there is no more "that end." In exquisite pain, Owens
     screams on. REACTION SHOTS of Johns, Audrey. Seldom are human
     beings witness to such raw suffering.

                              FRY
               Get away. Everybody.

     The others leave -- except for Audrey, staying behind to watch
     in morbid fascination. Johns doubles back and collars her.
     Leaving, they pass...

     Riddick, cuffed to a bulkhead. His eyes, still hidden by
     goggles, track Johns and Audrey toward daylight.


     EXT. CRASH SHIP - DAY

     The survivors straggle outside. CAMERA SURVEYS new faces:

     ZEKE and SHAZZA. Male-female team of bushwhackers, partners in
     life. Shazza has a tough sexiness. Zeke's face shows aboriginal
     blood. (30s.)

     PARIS. Overfed, overgroomed. A puff pastry of a man. (40s or
     50s.)

     Four male "Chrislams": The pillar-steady IMAM (50ish), and
     THREE PILGRIMS, young and excitable (late-teens). (NOTE: The
     Chrislams represent a union between Christianity and Islam. They
     have the iconography of Christians yet the physical look of Arab
     Muslims.)

     WIDE SHOT: All around them is stark and unforgiving terrain.
     The valley floor is relieved only by low hills to one side,
     spiked with earthen spires. Scorching down on everything are
     two suns -- one red, one yellow.

                              PARIS
               Well. Our own little slice of heaven.

     The Chrislams fall to their knees. Confusion as they try to
     orient themselves.

                              IMAM
               Please...which way to New Mecca? We must
               know the direction in order to pray.

     North? South? East? West? Nobody knows. Johns snaps open a
     compass, finds the needle swaying rudderlessly. The SCREAMING
     inside the ship finally ends.


     INT. CRASH SHIP - DAY

     As Fry holds Owens, now dead.


     EXT. CRASH SHIP - DAY

     The four Chrislams have devised a way to pray: Backs together,
     each faces a different compass point.


     EXT. TOP OF CRASH SHIP - DAY

     Fry climbs onto the back of the ship. Johns Paris, Zeke, Shazza,
     Audrey are already here.

                              JOHNS
               Big talk about a scouting party...

     Fry sees the huge smoldering scar in the ground behind the ship.
     One glance confirms that there are no other survivors.

                              JOHNS (CONT'D)
               ...then we saw this.

                              PARIS
               Anyone else having breathing problems?
               Aside from me?

                              AUDREY
               Like I just ran, or something....

                              SHAZZA
               Feel one lung short. All of us.

                              PARIS
               Well, I tend toward the asthmatic. And
               with all this dust....

     Faces turn to Fry: They're looking to her for answers.

                              FRY
               It's the atmosphere. Too much pressure,
               not enough oxygen. Might take a few days
               to --

                              ZEKE
               So what the bloody hell happened, anyways?

                              FRY
               Somethin' knocked us off-lane. Maybe a
               rogue comet. Maybe we'll never know.

                              SHAZZA
               Well, I for one, am thoroughly fucking
               grateful. This beast wasn't made to land
               like this. But cripes, you rode it down.
                         (to others)
               C'mon, you lousy ingrates, only reason
               we're alive is a'cuzza her.

     Others CHIME AGREEMENT, laying thankful hands on Fry's shoulders.
     HOLD on Fry, her face betraying nothing as they anoint her their
     savior.


     INT. MAIN CABIN - CRASH SHIP - DAY

     Breaking out pressure suits:

                              FRY
               Liquid oxygen canisters inside. Start
               ripping them out. Quick hits only -- try
               to make it last.

                              AUDREY
               Well, is someone coming for us? Or are
               we all just gonna die of exposure or
               dehydration or sunstroke or maybe even
               something worse?
                         (off their looks)
               Hey, you don't have to worry about scaring
               me.

                              SHAZZA
               We're worried you'll scare us.
                         (ushering her away)
               Name's "Audrey," right, love? And you're
               goin' to Taurus Three like we were?

                              AUDREY
               Yeah, but...do we even have enough food
               to get there? Or will we have to resort
               to cannibalism?

                              ZEKE
                         (to Fry)
               I'll see 'bout makin' this air go a bit
               further, cap'n. With your permission,
               a' course.

     Fry blinks. "They actually think I'm the captain." Zeke and the
     others get to work. Fry finds herself staring at another
     problem. Riddick.

                              FRY
               And him?

                              JOHNS
               Big Evil?

                              FRY
               We just keep him locked up forever?

                              JOHNS
               Be my choice. Already escaped once from
               the max-slam facility on --

                              FRY
               I don't need his life story. Is he really
               that dangerous?

                              JOHNS
               Only around humans.

     Riddick has his mouth on the hull, virtually licking the metal.
     Fry moves closer -- and now sees it sheeting down the hull.

                              FRY
               Oh, Christ....

     They're losing water. Suddenly Fry is running, snatching up an
     emergency light, climbing wall-rungs...


     INT. MACHINE LEVEL - CRASH SHIP - DAY

     And crawling through dusty superstructure to reach the water
     cistern. She opens a crank-hatch -- and finds light invading the
     interior. Her face dies.

                              ZEKE (V.O.)
                         (shouting)
               Well? Is it just the pump?

                              FRY
               Ask if anyone has anything in cargo!
               Anything to drink!


     INT. CARGO HOLD - DAY

     Oversize DOORS RUMBLE open. Fry, Johns, and Paris climb into
     this dark corridor lined with cargo containers. Each container
     has an access door.

                              PARIS
               Mine here....

     As Paris unlocks, Johns steadies himself, suddenly light-headed.

                              FRY
               S'matter?

                              JOHNS
               Little swamp-flu from the Conga system.
               Never shook it with all this cryo-sleep.

     Paris opens his container to reveal...


     INT. PARIS' CONTAINER - CARGO HOLD - DAY

     Tiffany chairs stacked 10 high. Bronze eagle lecterns. Oriental
     umbrellas. Neo-Egyptian castings.

                              JOHNS
               King Tut's tomb....

                              PARIS
               Be surprised what these will fetch in the
               Taurus system. Here. This Wooten here --
               easy, easy. Very rare.

     They open the Wooten desk. Cubbyholed inside are dusty bottles
     of sherry. Vintage Port. Glenfiddich. Bicardi 151.

                              FRY
               This is it? Booze? That's what you have
               to drink?

                              PARIS
                         (educating her)
               200-year-old single-malt scotch is to
               "booze" as foie gras is to "duck guts."

                              JOHNS
                         (cracking a bottle)
               A toast to whatever he just said.

                              PARIS
               I'll need a receipt for that.
                         (to Fry)
               For all these.

                              FRY
               Top of my list.

     She joins Johns for a drink. Entering, the Chrislams watch with
     both envy and aversion.

                              FRY
               I don't suppose....

                              IMAM
               One of the Christian habits we didn't
               adopt -- perhaps unfortunately. We'll
               have to wait.

                              JOHNS
               For what? There is no water. You
               understand that, don't you?

                              IMAM
               All deserts have water, somewhere. God
               shall lead us there.


     INT. MAIN CABIN - CRASH SHIP - DAY

     START on the cutting torch, abandoned in wreckage. Staring at it
     is...

     Riddick. With his hands cuffed behind him and around a bulkhead,
     he can't get near it. Or can he? Near the ceiling, the bulkhead
     is fractured -- a slim spot where maybe chains could pass through.

     Riddick stands. With a GRUESOME POPPING, he dislocates both
     shoulders...carries his arms overhead...passes the chains through
     the broken spot...and brings his arms down in front of him. A
     body-flex POPS HIS SHOULDERS back into joint.

     Free, he reaches for the cutting torch.


     EXT. CRASH SHIP - DAY

     Pistol in hand, Johns runs into a BIG CLOSEUP, eyes sweeping.
     Nothing on the horizon. But something lies on the ground nearby.
     It's Riddick's mouth-bit.

                              JOHNS
               Like we needed another way to die.


     INT. CARGO HOLD - DAY

     FAST CLOSEUPS: Hands pillaging storage lockers, pulling out
     anything that might qualify as a "weapon." It all gets hauled
     back and dumped into...

     INT. NAV BAY - CRASH SHIP - DAY

     Nav-bay. Gathered, the survivors take inventory: Johns has a
     pistol, shotgun, baton. Zeke and Shazza offer up a pick-ax,
     digging tools, hunting boomerang. Imam shows a ceremonial blade.
     Paris straggles in with antique curios.

                              JOHNS
               What the hell are these?

                              PARIS
               Maratha crow-bill war-picks from Northern
               India. Very rare.

                              ZEKE
               An' this?

                              PARIS
               Blow-dart hunting stick from Papua New
               Guinea. Very very rare, since the tribe's
               extinct.

                              ZEKE
               'Cuz they couldn't hunt shit with these
               things, be my guess.

                              PARIS
               Well, what's the need, anyway? If he's
               gone, he's gone. Why should he bother us?

                              JOHNS
               First, because he can only live out there
               for so long -- he's gonna come back and
               take what we got. Second, for the sheer
               thrill of the kill.

     A beat. They all grab for weapons.


     EXT. CRASH SHIP - DAY

     Johns stands atop the crash ship, scanning with a scope. He
     fixates on...

     A blue glow on the horizon. "What the hell is it?"

     Zeke and Shazza modify breather units, adding straps and tubing
     and ball-floats. The prototype is tested on Audrey. She sucks
     on the mouthpiece -- and finds that it works, supplying oxygen on
     demand rather than in a constant flow.

     Chrislams convert to traditional bedouin head-gear, readying for
     travel.

     Fry finishes wrapping Owens' body. She looks to the yellow sun,
     low on the horizon. The red sun seems inclined to follow.

                              FRY
               Imam. We should leave soon. Before
               nightfall but while it's cooler.

                              ZEKE
               What, you're goin' off, too?

                              FRY
               Johns is leaving you a gun. Just do me a
               favor, huh? Get my crewies buried? They
               were good guys who died bad.

                              SHAZZA
               A'course we will.

                              PILGRIM #1 (O.S.)
               Imam...Imam....

     (NOTE: "Imam" is pronounced "el-ee-MAM.")

     Fry and the others round the ship to see...

     A blue star flaring into view. It's rising as the other suns are
     setting.

                              SHAZZA
               My bloody oath....

                              AUDREY
               Three suns?

                              ZEKE
                         (to Fry)
               So much for your nightfall.

                              PARIS
               So much for my cocktail hour.

                              IMAM
               We take this to be a good sign -- a path,
               a direction from God.

     Johns swings down from the top of the ship.

                              JOHNS
               A very good sign.
                         (re: blue sun)
               That's Riddick's direction. You do not
               wanna be caught in the dark with this guy.

                              FRY
               Thought you found his restraints over
               there. Toward sunset.

                              JOHNS
                         (nodding)
               Which means he went toward sunrise.


     EXT. PLANET - DAY

     Trekking, the Chrislams waft incense pots and CHANT FROM
     THE KORAN as they head toward the blue star. Johns provides
     shotgun escort; Fry carries Paris' second war-pick on a shoulder.
     Silhouetted against the alien sky, the scouting party is an odd,
     odd sight.

     Already sun-battered, Johns crafts an eye-visor out of plexi.
     Fry tries to wrap her head like the Chrislams. Imam helps.

                              FRY
               So quiet. You get used to the sounds of
               the ship, then....

                              IMAM
               You know who Muhammad was?

                              FRY
               Some prophet guy?

                              IMAM
               "Some prophet guy." And a city man. But
               he had to travel to the desert -- where
               there was quiet -- to hear the words of
               God.

                              FRY
               You were on a pilgrimage? To New Mecca?

                              IMAM
                         (nodding)
               Chrislam teaches that once in every
               lifetime should there be a great hajj --
               a great pilgrimage. To know God, better,
               yes, but to know yourself as well.

                              FRY
               Frightening thought.

                              IMAM
                         (finishes wrapping her)
               We're all on the same hajj now.

     Fry notices Johns scope-locked on something.

                              FRY
               What?

                              JOHNS
                         (hands her scope)
               Tell me it's not a mirage.

     SCOPE POV: Beyond a distant rise, strange branches.

                              FRY
               Trees?


     EXT. CRASH SHIP - DAY

     Paris has taken over as look-out atop the ship. He deals with
     the heat by erecting a "misting" umbrella: He fills a reservoir
     with liquor, dials up a regulator. Umbrella spars shoot bursts
     of cooling alcohol vapor. Paris luxuriates in it.

                              ZEKE (O.S.)
               Comfy up there?

     Zeke appears below. He loads a scrap-metal sled with tarp,
     cable, pick-ax.

                              PARIS
               Amazing how you can do without the
               essentials of life -- so long as you have
               the luxuries.

                              ZEKE
               Well, just keep your bloody-fuckin' eyes
               open. Don't want that ratbag sneakin' up
               on me bloody-fuckin' arse.

     He drags the sled toward the spired hills. Keeping one eye on
     Zeke, Paris eases into a chair, lays the war-pick across his lap,
     pours himself a spot of sherry. As he sips, a blade touches his
     throat.

                              AUDREY
               He'd probably get you right here, right
               under the jaw. And you'd never hear him
               coming. That's how good Riddick is.

     Paris eases the hunting boomerang away.

                              PARIS
               Now did you run away from your parents?
               Or did they run away from you?

     EXT. BONEYARD OVERLOOK - DAY

     The scouting party approaches a rise. The trees loom just beyond.

                              PILGRIMS
               Allahu Akbar...Allahu Akbar....

     The young pilgrims break into a excited run, anticipating an
     oasis. But Fry hangs back, taking a harder look at the trees.
     They don't move in the wind.

     The pilgrims scramble up the rise -- and go motionless. Fry,
     Johns and Imam catch up to behold...

     The "trees" are actually the dorsal bones of a titanic skeleton,
     tinted green by lichen. Beyond is a sea of bleached animal
     bones. Impossibly, the bones seem to MOAN IN PAIN. All told,
     it's like Hell overflowed right here.

                              FRY
               Is this whole planet dead?

     A pilgrim questions Imam IN ARABIC.

                              IMAM
               He asks what could have killed so many
               great things...
         

     EXT. BONEYARD - DAY

     Moving into the boneyard:

                              IMAM
               Some...communal graveyard, perhaps...
               like the elephants of Earth....

     Fry touches one of the towering bones. It shows cut-marks --
     almost as if the bone was hacked by a sword. "Graveyard? Or
     killing field?"

                              JOHNS
               Long time ago. Whatever happened.


     EXT. SKULL - BONEYARD - DAY

     Pilgrim #1 reaches a huge skull laced with baleen-like combing.
     Wind hitting the comb makes a LOW HARMONIC MOANING. By
     moving a hand over the comb, the pilgrim can "play" DIRGELIKE
     MUSIC. Wanting to show off the trick:

                              PILGRIM #1
               Ah....

     He looks for Pilgrim #3 but can't spot him. And when he turns
     back to the skull -- a face is staring through the combing. But
     it's only...


     INT. SKULL - BONEYARD - DAY

     Pilgrim #3, inside the skull. Johns enters and chases him out.
     About to leave, Johns notices...

     Bone-chippings piled on the ground. It could be nothing, but
     still...

     Johns double-checks shadows, probing with the muzzle of his
     shotgun. Satisfied, Johns exits. Now BOOM UP to reveal...

     Riddick. Hidden in a sinus cavity.


     EXT. SKULL - BONEYARD - DAY

     Trailing the others, Fry pauses to change out the O2 on her
     breather.


     INT. SKULL - BONEYARD - DAY

     Riddick drops to the ground. His arms and hands are now pierced
     with shards of boneyard ivory -- fashionable little body talons.
     Spotting a shadow on the combing, he draws closer. And sees Fry.
     Alone.


     EXT. SKULL - BONEYARD - DAY

     Johns doubles back to Fry. He takes a hit of scotch, offers her
     some.

                              FRY
               Probably makes it worse. Dehydrates you
               even more.

                              JOHNS
               Probably right.

     They drink anyway. Moving out of the sun, Fry leans up against
     the combing. It brings her within arm's length of...


     INT. SKULL - BONEYARD - DAY

     Riddick. He pulls a bone-shiv, freshly chiseled.

                              JOHNS (O.S.)
               You know, I woulda played road dog for
               these guys. You could've stayed back.
               Pro'bly should've -- because, you know,
               if we don't find water....

     "We may not make it back."

                              FRY (O.S.)
               No, no, I wanted to get away.

                              JOHNS (O.S.)
               So I noticed. Never seen a "captain"
               quite so ready to leave her ship.

     Just as Riddick eases his blade toward Fry's neck...


     EXT. SKULL - BONEYARD - DAY

     She steps away.

                              FRY
               Better keep moving....

                              JOHNS
               What'd Owens mean? 'Bout not touching
               the switch?

     Fry searches his eyes, wondering if she can trust him -- and
     again she leans back on the combing. We can actually see Riddick
     now. They could too, if they would just TURN THE FUCK AROUND!

                              JOHNS (CONT'D)
               Hey. You can tell me, Carolyn.

                              FRY
               Promise me. Swear to me you won't --

                              JOHNS
               You see anybody else here? Just between
               you and me.

                              FRY
               During the landing...when things were
               at their worst...Owens was at his best.
               He's the one who wouldn't let the pilot
               dump the passenger cabin.

     Johns blinks, stunned. "Are you shittin' me?"


     INT. SKULL - BONEYARD - DAY

     Trying again, Riddick reaches out with his shiv -- and deftly
     slices off some of Fry's hair. A locket. A souvenir. That's
     all he wanted.

                              FRY (O.S.)
               So now you know.

                              JOHNS (O.S.)
               Fuck. Guess I'm more glad to be here than
               I thought.

     Riddick watches them move off -- then looks at the scotch bottle,
     left behind. It's still got one good swallow.


     EXT. START OF GAUNTLET - DAY

     Leaving the boneyard, the scouting party reaches a cleft in the
     hills. Ahead is a canyon.

                              JOHNS
               Hold up.

     He jumps onto a rock, puts the scope to an eye.

                              JOHNS (CONT'D)
               Didn't bite.

                              FRY
               What?

                              JOHNS
               Thought he might be coolin' it in the
               boneyard -- could either double-back to
               the ship or slip in behind us. So I left
               the bottle out as bait.

     SCOPE POV: PANNING the boneyard. FINDING the bottle. It's
     still got that one swallow.

                              JOHNS (CONT'D)
               But nah. Didn't bite.


     EXT. BONEYARD - DAY

     CLOSER on the bottle. Only we see that the scotch has been
     emptied -- and replaced with sand.


     EXT. GRAVE SITE - SPIRED HILLS - DAY

     Working under the shade of a tarp, Zeke digs a communal grave.
     Three wrapped corpses wait nearby. He keeps a sight-line on...

     The crash ship. Shazza waves. Zeke waves back.


     EXT. RIBCAGE - THE GAUNTLET - DAY

     The scouting party transits a narrowing canyon. Lined with rib
     bones, it makes us feel like we're in the belly of some beast.

     Fry squints at the ridgetops. More of those spires are visible
     on the canyon rims, looming like silent sentinels. "What are
     they? Just mineral deposits?"

                              PILGRIM #1
               Captain...captain....

     The Chrislams have found what appears to be a small desert plant.
     Leathery petals are spread wide, revealing a round stringy core.
     ARABIC DISCUSSION. Desert fruit? Is it edible?

                              FRY
               Wait, wait, wait....

     Fry takes the "plant," pushes the "petals" back down over the
     core. They all stare. It's a baseball.

                              IMAM
               We are not alone here, yes?

     They look ahead, wondering what awaits them. But Johns is
     looking back.

                              JOHNS
               Never thought we were.


     EXT. SETTLEMENT - DAY

     HIGH ANGLE: An old WEATHER COCK CREAKS in the wind. Fry,
     Johns, and the Chrislams enter FRAME far below.

                              PILGRIM #1
               Assalamoo ahlaykum!

     The GREETING ECHOES through the settlement, built from stacked
     shipping containers. Tattered sun-shades flap in the wind. A
     rusty bike lies on the ground.

                              PILGRIM #2
               Assalamoo ahlaykum!

                              JOHNS
               Long gone. Whoever they were.

     They move around a building -- and pull up short. Before them
     looms a moisture-recovery unit, a hulking machine in disrepair.
     Old jugs litter the ground.

                              IMAM
               Water...water there was here....

                              PILGRIMS
               Allahu Akbar....


                              IMAM
                         (translating)
               "God is Great," yes?

                              JOHNS
               I'm born-again.

     Fry manages a weary smile -- but soon her eyes revisit the
     abandoned buildings. "Who were these people? Why did they
     leave so much behind?"


     INT. MAIN ROOM - SETTLEMENT - DAY

     Through a window, we see the Johns and the Chrislams crawling
     over the moisture-recovery unit, assessing repairs. PULL BACK to
     include Fry inside the settlement, inspecting...

     Refectory table. Place settings out. Years of dust.

     Photos on the wall: Settlers working modest gardens. Playing
     baseball. Posing with children.

     INT. LIVING QUARTERS - SETTLEMENT - DAY

     Fry enters a dark room.

                              FRY
               Lights.

     No response to her command. She pats around for old-style wall
     switches. Nothing. Perceiving black-out blinds on a window, she
     throws them open to reveal...

     A man standing right outside.

                              JOHNS
                         (through window)
               Hey. Don't go too far, huh?

     Fry nods. Johns smiles, leaves. Just as her heart settles,
     SOMETHING CREAKS behind her.

     It's an orrery, a mechanical device that shows the motion of the
     planets around their suns. Solar powered, the orrery starts
     turning, CREAKING. One planet seems always to have sunlight.

                              FRY
               No darkness. No lights because no
               darkness....


     EXT. PORCH - SETTLEMENT - DAY

     Fry reaches a porch. It looks out over the rear of the
     settlement and more unforgiving terrain. She starts back
     inside -- but something glints at the edge of her vision. Fry
     turns back...parts clothes on a laundry line...and sees the
     source of the glint.

     Excited hits on her breather.

     Fry vaults off the porch -- and starts walking as if on magnetic
     bearing. Soon she's running.


     EXT. SETTLEMENT - DAY

                              FRY (V.O.)
               Allahu Akbar! Allahu Akbar!

     Johns and the Chrislams trade looks.


     EXT. SKIFF - DAY

                              FRY
               Allahu Akbar!

     Fry stops on a groomed runway, out of breath. The others catch
     up. They too marvel at...

     The skiff, a light-duty vehicle of hybrid technology -- part bush
     plane, part space craft. Its fabric wings are wind-torn -- but
     the hull looks intact.


     EXT. TOP OF CRASH SHIP - DAY

     CLOSE on caviar being added to toast-points.

     A SCRABBLING SOUND stops Paris in mid-bite. He eases out of his
     rocker, moves to the rear edge of the ship and looks down on...

     A shadow ducking under him. Small rocks still trickle down a
     dirt rampart just climbed by...someone.

                              PARIS
               This now qualifies as the worst fun I've
               ever had. Stop it.

     No response.


     EXT. CRASH SHIP - DAY

     War-pick in hand, Paris eases to ground-level. He checks the
     perimeter, looks inside the ship. Nobody. Is he being fucked
     with? Again? He hopes?

                              PARIS
               Audrey? Oh, Audrey....

                              AUDREY (O.S.)
               What?

     Paris spins. The voice came from the cargo hold -- and not where
     he expected.


     INT. CARGO HOLD - DAY

     Blades of sunlight stream in through cracks in the hull. Paris
     enters to find Shazza and Audrey cutting open containers,
     searching for usable goods.

                              PARIS
               Tell me that was you.

                              AUDREY
               Okay, it was me. What'd I do now?

                              PARIS
               Assailing my fragile sense of security,
               that's what.

                              SHAZZA
               What're you goin' on about? She's been
               right here for the last....

     They all see it: Sun-blades are momentarily blocked by something
     passing outside. Someone.

                              SHAZZA
                         (a quiet probe)
               Zeke?

     No answer. Audrey springs to the other side of hold, puts an eye
     to a crack there.

     HULL-CRACK POV: Far away, Zeke finishes digging the grave. He
     starts toward the ship.

     Audrey whirls back, mouths a silent alarm: "RIDDICK!"

     Paris goes bloodless. Shazza grabs the war-pick out of his
     frozen hands, moves catlike to the main doors and poises there,
     ready to strike. Audrey follows with the hunting boomerang.
     All eyes watch as...

     The sun-blades, winking off and on, chart Riddick's approach:
     We feel like we're inside a magician's sword box, watching the
     blades shave closer and closer to us. Suddenly he appears...

     And Shazza swings hard.

                              AUDREY
               No!

     Facing them is a TOTAL STRANGER -- burned, half naked, one hand
     still clutching the emergency-release lever of his cryo-locker.
     Shazza stopped one inch short of killing him.

                              TOTAL STRANGER
               I thought...my God, I thought I was the
               only one who....

     He lurches toward Shazza, trying to embrace her -- and sees blood
     and brain-bits BLAM-BLAMMING against her. His own. The stranger
     sinks bonelessly to the ground. FAST RACK to reveal Zeke in the
     background, pistol leveled. He reads Shazza's horrified face --
     and understands what he's done.

                              PARIS
               Oh, Lord....

                              AUDREY
               It was just somebody else. From the
               crash. He was just....

                              ZEKE
               Cripes galore, I thought it was him. The
               murderin' ratbag. I thought he was....

     He rushes over to check the dead stranger. As he bends down,
     FAST RACK AGAIN to reveal Riddick in the background. He stands
     20 paces off, still unseen by the others. His goggle eyes
     covet...

     Zeke's breather.


     EXT. SKIFF - DAY

     Fry exits the skiff.

                              FRY
               No juice, looks like it's been laid up
               for years. But we might be able to
               adapt --

                              JOHNS
               Shut up.

     Outside, Johns has an ear cocked to the wind.

                              JOHNS (CONT'D)
               Sorry. Thought I heard something.

                              FRY
               Like what?

                              JOHNS
               Like my pistola.


     EXT. GRAVE SITE - SPIRED HILLS - DAY

     START on the drag-sled carrying Corpse #4-- the stranger.

     Zeke reaches the grave. The sun-tarp has fallen on one side,
     blocking the sight-line between ship and grave. Zeke starts to
     unload the body -- but sees something he didn't notice before:
     There's some kind of opening at the bottom of the grave.

                              ZEKE
               Now what the bloody hell....

     Zeke hops down into the grave. CAMERA MOVES to reveal Riddick
     hidden among the spires. He's been waiting for a chance just
     like this.


     EXT. GRAVE - DAY

     Zeke drops to all fours. Looks into the tunnel. There seems to
     be some kind of burrow beyond.

     BURROW POV: Staring back at Zeke.

     Zeke takes a handlight off his belt, shines it into the burrow.
     It's the last thing he ever does.


     INT./EXT. CRASH SHIP - DAY

     As MORE GUNSHOTS jar Paris, Audrey, Shazza.


     EXT. GRAVE - DAY

     FURIOUS CLOSEUPS: Zeke fighting for his life. PISTOL BLASTING.
     Something slashing at him. Blood dancing on air.


     EXT. CRASH SHIP - DAY

     Shazza sprints across hard-pack, heading for...


     EXT. GRAVE SITE - SPIRED HILLS - DAY

     The grave. She slaps aside the tarp to find...

     Riddick. Bone-shiv in hand, he just stands on the other side of
     the grave. Shazza looks down. And SCREAMS.


     EXT. SPIRED HILLS - DAY

     CAMERA PURSUES Riddick as he lopes through the spires, running
     from the scene of the crime. He turns a blind corner -- and
     SOMETHING NEARLY BLOWS HIS HEAD OFF at close range. He hits
     ground. A boot steps on his neck, keeping him there.

                              JOHNS
               Same crap, different planet, huh?


     EXT. SETTLEMENT - DAY

     Sucking on their breathers, Fry and the Chrislams make it back to
     the ship. They find Johns beating Riddick like a chained dog.

                              JOHNS
               ...I don't play that...I don't play that
               so just try again. C'mon, Riddick, tell
               me a better lie....

                              FRY
               Ease up, ease up. JOHNS! Just tell me
               what....

     She hauls him off -- only to have Shazza start punching Riddick.

                              SHAZZA
               What'd you do with 'im? You bloody sick
               animal you, what'dja do with me Zeke?


     EXT. GRAVE SITE - SPIRED HILLS - DAY

     Fry and Johns stand over the grave. It's a gory mess -- but no
     sign of Zeke. Johns has Riddick's confiscated shiv.

                              FRY
               He used that?

                              JOHNS
               Sir Shiv-a-lot. He likes to cut.

                              FRY
               So why isn't it all bloody?

                              JOHNS
               I assume he licked it clean.


     INT. MAIN CABIN - CRASH SHIP - DAY

     Riddick is back in chains, face pulpy from the beating, listening
     to SOTTO VOCE VOICES outside. Fry enters, looks at him hard.

                              FRY
               So where is he?

     Riddick turns away, revealing a broken goggle-lens. The eye
     beneath is closed: For some reason, he won't look at her.

                              FRY
               Tell me about the sounds. You told them
               you heard something right before....
                         (no response)
               If you don't talk to me, Johns'll take
               another crack at it -- at your skull.

                              RIDDICK
               'Mean the whispers?

                              FRY
               What whispers?

                              RIDDICK
               The ones tellin' me to go for the sweet
               spot -- just to the left of the spine,
               fourth lumbar down. The abdominal aorta.
               What a gusher. Had a cup on his belt,
               so I used it to catch a little run-off.
               Metallic taste to it, human blood.
               Coppery. But if you cut it with
               peppermint schnapps, that goes away.
               Course, that's more for winter.
               Summertime, I take mine straight.

     Fry stares. Riddick gets a black satisfaction from his role as
     Boogeyman: If fear is the only kind of respect he can get,
     Riddick is going to grab some with both hands.

                              FRY
               Why don't we try the truth now?

     A head-shaking beat, then:

                              RIDDICK
               All you people are so scared of me --
               an' most days, I'd take that as a
               compliment -- but it ain't me you gotta
               worry about now.

                              FRY
               Show me your eyes.

     Again he turns away. She strips the goggles off. He sits with
     lids shut tight, anticipating the pain.

                              FRY
               Show me, Riddick.

     Imagine a virgin undressing in front of someone for the first
     time. That's how Riddick opens his eyes, startling us: No
     irises, just huge black-pool pupils. And from deep within, a
     jewel-like eyeshine. His eyes are as beautiful and unsettling as
     those of a starved jaguar.

                              FRY
               You did this? To yourself?

                              RIDDICK
               Slam doctor. Well, we called him "doctor."

                              FRY
               Heard about it. Just never seen it.

                              RIDDICK
               Fairly fuckin' ironic, wouldn't you say?
               Slamlight's so dim that you go and get
               your eyeballs taken out and shined up --
               then you wind up here. Three ass-kick
               suns.
                         (replacing goggles)
               Maybe I did do a few people. But not this
               one. No ma'am, not this time.

                              FRY
               Then where is he? He's not in the hole.
               We looked.

                              RIDDICK
               Look deeper.

     He CLICKS HIS TONGUE at her.


     EXT. CRASH SHIP - DAY

     Chain looped over one shoulder, Fry heads back to the grave site.
     Johns, Imam, Shazza, and Audrey keep pace as...

                              JOHNS
               I know what happened -- he went off on the
               guy, buried him on the hill somewhere, and
               now he's trying to --

                              FRY
               Let's just be sure.

                              JOHNS
               I am sure. Look, murders aside, Riddick
               belongs in the Asshole Hall of Fame. He
               loves the jaw-jackin', loves making you
               afraid, 'cuz that's all he has. And
               you're playing right into --

                              FRY
               We're gonna find the body, Johns. Christ,
               you're a cop. Why am I tellin' you this?
               We gotta go down and find it.

                              JOHNS
               Well, don't ask me to.

                              FRY
               Thought you didn't believe his story.

                              JOHNS
               I don't. But that ground looked none too
               stable, and I don't want anyone --

                              AUDREY
               If you're afraid, I'll go.

     He shoots Audrey a scowl.

                              FRY
               Nobody else is going down but me, okay?

                              JOHNS
                         (pulling her aside)
               Hey. Bein' ballsy with your life now
               doesn't change what came before -- it's
               just stupid.

                              FRY
               What, you think I'm doin' this to prove
               something?

                              JOHNS
               You said it, not me. Let's just not let
               one bad call lead to another.

                              FRY
               Thanks for the tip, Johns.

     "Now get outta my way."


     EXT. GRAVE - DAY

     Chain hooked to her web belt, Fry drops into the grave. She
     peers into the burrow...looks back up at the halo of faces above
     her...then slithers out of sight.


     INT. BURROW - DAY

     Letting her eyes adjust, Fry pats around lightly. Quickly she
     finds Zeke's handlight, tries it. Broken.


     EXT. GRAVE-SITE - SPIRED HILLS - DAY

     CLOSE on the chain slithering through hands, playing out as Fry
     moves deeper underground.


     INT. UPHILL TUNNEL - DAY

     Fry makes an uphill turn. Sees a spray of light ahead. Worms
     forward to reach...


     INT. THE LAIR - DAY

     Another chamber, wide and just large enough to stand in. Shafts
     of daylight bore down into the room. More old bones litter the
     floor. Fry moves into one shaft and looks up at...

     An earthen funnel. The inside of a spire.

                              FRY
               They're hollow....

     CLICK-CLICK.

     Fry slow-turns toward the sound.

     CLICK-CLICK-CLICK.

     There's something here, something just beyond the cusp of light.
     Something unfolding.

     An icy hand grips her heart. Soundlessly, Fry backtracks her
     chain, but...

     Something shadows across the exit. It stops her cold.

     Her hand finds something new. She angles it to the light. It's
     one of Zeke's boots -- with a bit of Zeke still in it.

     CLICKITY-CLICKITY-CLICKITY....

     The whole chamber is coming alive around her, shadows unfurling,
     skulking the perimeter, circling.

     Something impales the boot out of her hand, reclaiming it. It
     was faster than a lightning-strike.

     A paralyzed beat before...

     Fry makes her move, rolling back into the shaft of daylight and
     springing straight up into...


     INT. SPIRE - DAY

     The spire. Bracing against the walls, Fry tries to "walk" her
     way up -- but her chain goes taut. Did it catch on something?
     Or did something catch it? Fry starts pounding the earthen walls.

                              FRY
               Here! I'm in HERE, HERE, HERE!


     EXT. GRAVE-SITE - SPIRED HILLS - DAY

                              IMAM
               Did you hear....

     They drop down and suspend their heads over the bloody grave,
     listening. Nothing now.


     INT. SPIRE - DAY

                              FRY
               I'm over here in the --

     Something tugs on her chain.

                              FRY
               Oh, God....

     CLOSE on her feet. Kicking hard at the walls, trying to gouge
     out footholds.

     A stronger tug. Fry loses altitude, slipping closer to...

     The MADLY CLICKING LAIR below.

     She tries to jettison her belt -- but can't brace herself up and
     undo the belt. Suddenly...

     Something explodes near her head. Daylight appears, followed by
     faces, human faces. They're breaking through the spire with the
     pick-ax. Hands reach inside...


     EXT. SPIRED HILLS - DAY

     ...and birth her into daylight. Overlapping:

                              JOHNS
               We got you...it's okay, it's okay...we got
               you now....

                              IMAM
               The child heard you before any of us could
               even....

                              SHAZZA
               Did you find him? You find Zeke?

                              FRY
                         (half insane)
               ...wasn't Riddick...it was...it was...
               goddamn, that was stupid....but wasn't
               Riddick. Somethin' else down there that
               got Zeke and nearly got --

     Her. She flies back into the spire. Something's still got the
     chain.

     The others grab at flailing limbs. It's a tug-of-war now, human
     hands on one end, unseen "hands" on the other -- and the humans
     are losing. Until...

     Imam unsheathes his blade...

     And slices through Fry's belt.


     INT. SPIRE - DAY

     As the chain falls down the spire. Without Fry.


     INT./EXT. CRASH SHIP - DAY

     FAST SHOTS: Survivors packing up O2, liquor, umbrellas, the
     Koran -- whatever qualifies as "essential" on this planet. Amid
     the activity, Audrey pauses to look at...

     The spired hills.


     INT. BATTERY BAY - CRASH SHIP - DAY

     Fry and Imam pull a power cell from the ship's battery bay,
     THUMPING it down on the deck.

                              IMAM
               One is all?

                              FRY
               For now.


     INT. CARGO HOLD - DAY

     At his personal locker, Johns digs out a box of shotgun shells.
     He bypasses the blue-metal shells for a red-metal one. There's
     something special about it -- though what, we can't be sure.


     INT. MAIN CABIN - CRASH SHIP - DAY

     A shadow falls over Riddick. He doesn't look up.

                              RIDDICK
               Found somethin' worse than me, huh?

                              JOHNS
               We're movin'. And I'm just wondering if
               I shouldn't lighten the load right now.

     Now their eyes meet. Johns RATCHETS HIS SHOTGUN and points it
     at Riddick's head.

                              RIDDICK
               Woof, woof.

     The SHOTGUN EXPLODES. CAMERA PANS off of Johns to show
     Riddick still alive. The shotgun discharged next to his head and
     blew off his wrist chains.

                              JOHNS
               Want you to remember this moment, Riddick.
               The way it coulda gone and didn't.

                              RIDDICK
                         (deaf)
               Say that again.

                              JOHNS
               Here's the deal. You work without the
               chains, without the bit -- without the
               shivs. You help us get off this rock....

                              RIDDICK
               For what? The honor of goin' back to some
               asshole of a cell?

                              JOHNS
               Truth is, Riddick, I'm tired of this
               head-up shit. I wanna be free of you as
               much as you wanna be free of me.

     A beat. The future rearranges in Riddick's head.

                              RIDDICK
               You'd cut me loose, Boss?

                              JOHNS
               Only if we both get outta this alive.
               And there may be a way.

     He offers a hand to help Riddick up, to seal the deal.

                              RIDDICK
                         (staring at hand)
               My recommendation: Do me. Don't take
               the chance that I'll get shiv-happy on
               your wannabe ass. Ghost me, Riddick.
               Would if I were you.

                              JOHNS
               If you were me, I'd kill us both. C'mon,
               you wanna sit at the grown-up table or not?

     A beat. Riddick reaches out for the hand -- and grabs the
     shotgun with his off-hand. A blur of movement. Suddenly Johns
     is staring at the eyes of his own shotgun.

                              RIDDICK
               Want you to remember this moment.

     He pumps shotgun, spitting blue shells over Johns. He drops the
     emptied gun and walks away.


     EXT. PLANET - DAY

     EXTREMELY WIDE: Blue sun setting, yellow and red sun rising.
     The survivors trek for the settlement. Fry and Imam lug the
     power cell between them, but the real load is shouldered by...

     Riddick. Promoted from murderous monster to beast of burden,
     he tows a drag-sled heavy with cargo.

                              PARIS
                         (to Johns)
               So just like that. Wave your little wand
               and he's one of us now.

                              JOHNS
               Didn't say that. But least this way I
               don't have to worry about falling asleep
               and not wakin' up.

                              IMAM
               Well, I feel we owe Mr. Riddick amends.

                              SHAZZA
               Oh, right. Let's all line up and beg his
               forgiveness. Right you are.

                              IMAM
               At least give the man some oxygen....

                              JOHNS
               He's happy just bein' vertical. Leave him
               be.

                              AUDREY
               So I can talk to him now?

                              JOHNS/SHAZZA
                         (in unison)
               No.

     Paris drops a wine bottle. Trailing, Riddick collects it.

                              PARIS
               Paris P. Ogilvie. Antiquities dealer,
               entrepreneur.

                              RIDDICK
                         (shaking hands)
               Richard B. Riddick. Escaped convict,
               murderer.

     Instead of returning the bottle, Riddick opens it and drinks.
     Paris hurries to catch up to the others.

                              PARIS
               You know, if I owned Hell and this
               planet...I believe I'd rent this out and
               live in Hell.


     EXT. THE GAUNTLET - DAY

     FRY'S POV: Of spires high above us.

     The group falls silent as they transit the canyon, all eyes on
     the spires. Fry stops short, hearing...

     CLICKITY-CLICK.

     Neck hairs rise -- but soon the sound vanishes. The group starts
     moving again, faster.

     CLICKITY-CLICKITY-CLICK.

     Are they being stalked? Nervously, Fry traces the sound back
     to...

     Beads dangling from the belt of Pilgrim #1. Whenever he moves,
     the STRINGS CLACK together.


     EXT. SKIFF - DAY

                              PARIS
               I mean, usually I can appreciate antiques,
               but, uh....

     The survivors have reached the settlement. Fry is trying to get
     the power cell aboard the skiff as the others walk its exterior.

                              JOHNS
               Little ratty-ass.

                              FRY
               Nothing we can't repair -- so long as the
               electrical adapts.

                              SHAZZA
               Not a star-jumper.

                              RIDDICK
               Doesn't need to be. Use this to get back
               up to the Sol-Track Shipping Lanes, stick
               out a thumb. You'll get picked up.
                         (to Fry)
               Right?

     Fry looks from Riddick to Johns. "How did he know that?"

                              FRY
               Little help here?

     They muscle the power cell aboard. Riddick starts to follow, but
     Johns blocks. He doesn't want Riddick inside.

                              JOHNS
               Check those containers for me. See what
               we can patch wings with.


     EXT. SETTLEMENT - DAY

     With religious fervor, the Chrislams are repairing the moisture-
     recovery unit -- the machine Allah led them to.


     INT. SKIFF - DAY

     START on the battery bay. Hands are adapting the power cell to
     the skiffs older electrical system. Soon...

     Lights wink on throughout the ship.

                              FRY
               Okay, that should buy us a sys-check.
               But we'll need more cells.

                              JOHNS
               How many?

                              FRY
               15 6-gigs here...90 gigs total...other
               ship carries 20-gig cells, so...five.
               Five total to launch.

                              JOHNS
               25 kilos each, huh?

                              SHAZZA
               Old sand-cat outside. See if I can't get
               it up and chuggin'.

                              JOHNS
               Do it. And if you need an extra hand,
               tap our problem child out....
                         (looking out)
               Where's Riddick?


     EXT. SETTLEMENT - DAY

     He's walking the ghost town, finding dead gardens...upended
     chairs and furniture...broken skylights. Behind his back...

     Audrey and Pilgrim #3 (the youngest Chrislam) scurry through
     FRAME, stalking this curious monster in their midst.


     EXT. MOISTURE-RECOVERY UNIT - SETTLEMENT - DAY

     CLOSE on the other Chrislams, faces charged with anticipation
     while awaiting...

     The first drop of water. It appears at the bottom of a pipette.

     Tongues fight for it. Another drop forms in its place. Now
     another and another. It brings CHEERS.


     INT. MAIN ROOM - SETTLEMENT - DAY

     CLOSE on Paris' hands. Getting ready to celebrate, he unwraps
     crystal goblets...dusts off the refectory table...and rehangs an
     old Christmas garland. INTERCUT WITH...


     EXT. CORING ROOM - SETTLEMENT - DAY

     Hands digging in dirt.

     Covertly, Audrey and Pilgrim #3 watch Riddick digging near the
     entrance of a tall windowless structure.

     He excavates a pair of broken eyeglasses... a shattered light...
     and a child's tin robot, timeless. Riddick thumbs a solar panel
     clean. The robot's language program warbles to life:

                              ROBOT
               "...to all intruders. I am the guardian
               of this land. I will protect my masters
               at all cost. Death to all intruders..."

     Riddick stands and tries the doors. Locked. He peers through a
     small filthy window. Is there something moving inside? Nothing
     now. Riddick removes some windblown trash from a doorside sign.
     "Coring Room."

                              JOHNS (O.S.)
               Missin' the party. C'mon.

     It's Johns, keeping him on a short leash. Leaving, Riddick kicks
     a trash bin. Hard.

                              RIDDICK
               Missin' the party. C'mon.

     He leaves. HOLD on the trash bin a beat.


                              AUDREY (O.S.)
               Talkin' to me?


     INT. CORING ROOM - DAY

     PILGRIM'S POV: Of Audrey exiting the trash bin and running after
     Riddick and Johns.

     Pilgrim #3 is at the window of the coring room. He's found a way
     inside. By the window's feeble light, he starts exploring. Just
     visible at the center of this room is a vertical coring drill.


     INT. MAIN ROOM - SETTLEMENT - DAY

                              IMAM
               ...and for this, our gift of drink, we
               give thanks in the name of our Prophet,
               Muhammad, peace be upon him, and to our
               Lord, Jesus Christ of Nazareth, and to his
               father, Allah the Compassionate and the
               Merciful.

                              PARIS
                         (to himself)
               The strangest religion....

     Pilgrims finish pouring cloudy water into goblets. Riddick gets
     the last of it -- the part with sediment. SELECTED CLOSEUPS as
     they drink. Nothing ever tasted finer.

                              PARIS
               Perhaps we should toast our hosts. Who
               were these people, anyway? Miners?

                              SHAZZA
               Looks like geologists. Advance team,
               moves around from rock to rock.

                              JOHNS
               Musta crapped out here, huh?

                              AUDREY
               But why did they leave their ship?

     Silence. It's a question no one has chosen to deal with yet.
     Imam notices one water glass unspoken for.


     EXT. CORING ROOM - DAY

     CLOSE on the "Coring Room" sign. An attached solar panel begins
     moving, orienting toward sunlight. When it catches the full
     brunt of the suns' rays...

     STORM SHUTTERS unlatch on the roof.


     INT. CORING ROOM - DAY

     Pilgrim #3 hears SHOOTING LATCHES overhead. That sound brings
     another sound: A strange SKITTERING. The pilgrim looks up. Is
     there something in the rafters?


     INT. MAIN ROOM - SETTLEMENT - DAY

                              JOHNS
                         (answering Audrey)
               Well, just a skiff. Disposable, really.

                              PARIS
               Like an emergency life-raft, right?

                              SHAZZA
               Sure. Coulda had a real drop-ship take
               them off-planet. Long gone.

                              PARIS
               A toast to their ghosts, then....

     Goblets rise.

                              RIDDICK
               Didn't leave, these people. Whatever got
               Zeke got them. They're all dead.

     It's like he just pissed in the punchbowl.

                              RIDDICK (CONT'D)
               What, you don't really think they left
               with their clothes on the lines? Photos
               on the walls?

                              SHAZZA
               Maybe they had weight limits, you don't
               know.

                              RIDDICK
               I know you don't uncrate your emergency
               ship unless there's a fucking emergency.

                              JOHNS
               Rag it, Riddick. Nobody wants your
               theories on --

                              FRY
                         (to Riddick)
               So what happened? Where are they, then?

     Fry is the only one willing to look at reality -- or at least
     glance its way. At the window, Imam scans outside.

                              IMAM
               Has anyone seen the young one? Ali?

                              RIDDICK
                         (to Fry and Imam)
               Has anyone checked the coring room?


     INT. CORING ROOM - DAY

     Now the storm shutters start yawning open, spreading daylight
     over Pilgrim #3 and...

     The ceiling rafters. They're encrusted with thick nests of...
     something. The SKITTERING grows louder, more agitated.

     Sensing trouble, Pilgrim #3 hurries for a sliver of daylight in
     a wall -- the breach he entered through. He never gets there:

     Sunlight hits the first nest. It EXPLODES WITH LIFE.


     INT./EXT. MAIN ROOM - SETTLEMENT - DAY

     As Imam hears the SCREAM.

                              IMAM
               Ali....


     INT. CORING ROOM - DAY

     CHAOTIC SHOTS: More NESTS EXPLODE into individual creatures,
     winged hatchlings moving like bats in a fire, talons hacking and
     slashing. His exit blocked, Pilgrim #3 veers into...

     A dark supply room. He slams the door, MUMBLES A BLESSING and
     waits for the storm to pass. He's been cut -- but at least he's
     still alive.


     EXT. SETTLEMENT - DAY

     As the survivors run for the coring room.


     INT. MAIN ROOM - SETTLEMENT - DAY

     As Riddick stays behind to drink their water.


     INT. CORING ROOM - DAY

     HINGES ARE BLASTED AWAY. The door caves in. Imam shoulders
     past Johns to enter and find...

     The empty coring room.

                              IMAM
               Ali?

     A NOISE from the supply room. Is it Ali? Just too scared to
     come out? Imam opens the door...

     And hatchlings pour out.

     Moving with a gang-intelligence, they circle the room in a wave,
     soar high into the rafters -- then plunge into the coring shaft,
     SQUEALS VANISHING to infinity. Shocked silence, then...

     Pilgrim #3 tumbles to the ground. He's been shredded into bloody
     kite-tails. There was a nest inside the supply room.

     Imam falls on him in grief. Johns and Fry inch forward to peer
     down...

     The coring shaft. It's littered with human bones. The skeletons
     of the settlers. Scattered about and picked clean.


     EXT. SETTLEMENT - DAY

     Against a blue sunrise, the Chrislams hold a prayer service.
     Paris and Audrey attend. Riddick watches from afar.


     INT. CORING ROOM - DAY

                              SHAZZA
               Why was the door chained up? Why the
               bloody hell would they lock themselves in
               like that?

                              JOHNS
               Not sure, but tell you what: Chrislams
               better not be diggin' another grave out
               there.

                              RIDDICK (O.S.)
               Other buildings weren't secure...

     They turn. Riddick enters.

                              RIDDICK (CONT'D)
               ...so they ran here. Heaviest doors.
               Thought they'd be safe inside, but...
                         (looks down shaft)
               Someone forget to lock the back door.

     Shazza joins him at the shaft. Gazing on the human remains:

                              SHAZZA
               So that's what come of me Zeke. An' you
               saw it. You was right there.

     Riddick nods.

                              SHAZZA (CONT'D)
               You were tryin' to kill him too.

                              RIDDICK
                         (shrugging, "not
                          necessarily")
               Just wanted his O-2.
                         (a beat)
               Though I notice he tried to ghost my ass.
               When he shot up that stranger instead.

     Shazza can't deny it. She looks at him differently now, the man
     she once beat while in chains. She takes off her breather.

                              SHAZZA
               Take it.

                              RIDDICK
                         (suspicious)
               What, it's broken?

                              SHAZZA
               Startin' to acclimate, anyhow. Take it.

     Riddick accepts it awkwardly, sucks down some pure O2. Johns
     watches the exchange closely, not much liking the idea of Riddick
     being promoted to oxygen-breathing human.

                              JOHNS
                         (to Fry)
               Let's board this up and get the hell gone.
               They seem to stick to the dark, so if we
               stick to daylight, should be all --

                              FRY
               60 years ago.

                              JOHNS
               Wha'?

     Coring samples line the room, laid out on counters. Fry's been
     scrutinizing them.

                              FRY
               Core-samples are dated. Last one is 60
               years ago. This month.

                              SHAZZA
               Yeah? What's special about that?

                              FRY
               Dunno. Maybe nothing, but....

     But now Fry remembers...


     INT. LIVING QUARTERS - SETTLEMENT - DAY

     The orrery. The year-counter clicks over to "45" as...

     Fry opens the drive box and starts turning the main gear,
     accelerating the orbits.

     CLOSE on the counter. "56...57...58...59...60."

     They all see it: A giant ringed world eclipses the suns and
     plunges their planet into darkness. Persistent darkness.

                              JOHNS
               Are you fuckin' kidding me?

                              RIDDICK
               Not afraid of the dark, are you?


     EXT. SETTLEMENT - DAY

     Crossing the yard in wide strides:

                              FRY
               ...need those cells from the crash ship.
               Shit, still gotta check out the hull,
               patch the wings --

                              JOHNS
               Let's wait on the power cells.

                              FRY
               Wait for what? Until it's so dark we
               can't even find our way back to --

                              JOHNS
               We're not sure when it happens, so let's
               not --

                              FRY
               Get the fucking cells over here, Johns.
               What's the discussion?

     A beat.

                              JOHNS
               Ever tell you how Riddick escaped?


     INT. SKIFF - DAY

     Alone inside the skiff, Johns and Fry continue with more privacy.

                              FRY
                         (jarred)
               He can pilot?

                              JOHNS
               Hijacked a prison transport, made a
               helluva good run 'fore I tracked him down.

                              FRY
                         (with faint hope)
               Okay, maybe that's a good thing. Maybe I
               can use him to help with --

                              JOHNS
               He also figured out how to kill the pilot,
               Fry.

     A mental shiver.

                              FRY
               You said we were going to trust him now.
               You said there was a deal.

                              JOHNS
               That's what I said.

     He challenges her to read his mind.

                              FRY
               Oh, this is a dangerous game you're
               playing, Johns.

                              JOHNS
               May've noticed chains don't work on this
               guy. Only way we're truly safe is if he
               believes he's goin' free. But if he stops
               believin' --

                              FRY
               You mean, if he learns that you're gonna
               royally fuck him over.

                              JOHNS (CONT'D)
               -- we need a fail-safe. Bring the cells
               over at the last possible minute -- when
               the wings are ready, when we know we're
               ready to launch.

     Fry looks at him with new eyes.

                              FRY
               You know, he hasn't harmed any of us.
               Far as I can tell, he hasn't even lied
               to us. Just stick to the deal, Johns.
               Let him go if that's what it --

                              JOHNS
               He's a murderer. The law says he's gotta
               do his bid.

     Shaking her head, she looks off.

                              FRY
               Dancin' on razor blades here...

                              JOHNS
               I won't give him a chance to grab another
               ship -- or to slash another pilot's throat.


     EXT. SKIFF - SETTLEMENT - DAY

     Johns descends the gangway -- and finds Riddick erecting a field
     table in the shade of the skiff. He seems out of earshot. Now,
     anyway. As they trade looks, another flu-like shiver runs
     through Johns.

                              RIDDICK
               Bad sign. Shakin' like that in this heat.

     Johns moves on. The Chrislams appear, shouldering a roll of
     Vectran (wing-fabric material). They drop it on the table.
     Ready to cut bindings, Imam pats his hip for the knife that was
     just there.

                              RIDDICK
                         (looking after Johns)
               I'll cut.

     He has the knife.


     EXT. SETTLEMENT - DAY

     As Shazza and Audrey repair the sand-cat.


     EXT. SKIFF - DAY

     CLOSE on the knife slicing through the Vectran.

     Riddick hands the trim to Pilgrim #1. CAMERA FOLLOWS as he
     scampers onto the skiff...balance-beams over wing-struts...and
     delivers the piece to Imam, who stitches the fabric like an old
     Berber rug-weaver. Pilgrim #1 pauses to check on...

     The setting blue sun. Nothing unusual. Yet.


     INT. SKIFF - DAY

     The hatch closes, seals.

     CLOSE on a monitor. A "HULL INTEGRITY TEST" is underway. Fry
     scans rising pressure gauges.

                              RIDDICK (O.S.)
               Looks like we're a few shy....

     Fry whirls. Riddick is aboard, staring at the depleted battery
     bay. And he has Imam's blade.

                              RIDDICK (CONT'D)
               Power cells.

                              FRY
               They're coming.

                              RIDDICK
               Strange, not doin' a run-up on the main
               drive yet.
                         (half-beat)
               Strange unless he told you the particulars
               of my escape.

                              FRY
               I got the quick-and-ugly version.

                              RIDDICK
               An' now you're worried about a repeat of
               history?

                              FRY
               Entered our minds.

                              RIDDICK
               I asked what you thought.

                              FRY
               You scare me, Riddick. That's what you
               wanna hear, isn't it? There, I admit it,
               Can I get back to work now?

     She finds the courage to turn her back on him. Riddick moves
     closer -- and takes a beat to scan the controls. The cabin
     pressure builds.

                              RIDDICK
               Think Johns is an do-right man? You
               think I can trust him to cut me loose?

     A beat. Does Riddick already know? Is he testing her?

                              FRY
               Why, what'd you hear?

                              RIDDICK
               Well, guess if it was trickeration he'd
               just do me, huh? Then again...I am worth
               twice as much alive.
                         (reading her face)
               Didn't know? Johns ain't a cop. Oh, he's
               got that shiny badge an' all, but nah --
               he's just a merc and I'm just a payday.
               That's why he won't kill me. The creed is
               greed.

     It knocks her off stride, but...

                              FRY
               Save it, Riddick. We aren't gonna turn on
               each other -- no matter how hard you try.

     Riddick moves right up behind her.

                              RIDDICK
               I don't truly know what's gonna happen
               when the lights go out, Carolyn -- but I
               do know that once the dyin' starts, this
               little psycho family of ours is gonna rip
               itself apart. So you better find out the
               truth. Come nightfall, you better know
               exactly who's standing behind you.

     A monitor chirps the news: "HULL INTEGRITY --100%." EXHALING
     GASSES, the hatch opens automatically.

                              RIDDICK
               Oh, ask him 'bout those shakes. And ask
               why your crew-pal had to scream like that
               'fore he died.


     INT. PRIVATE ROOM - SETTLEMENT - DAY

     CLOSEUPS: Hands select a red-metal shotgun shell from a box...
     pull the shell open...remove a glass ampule hidden inside...drop
     the ampule into a injection syringe. The syringe touches an
     eager arm vein.

                              FRY (O.S.)
               Who are you? Really?

     Shirt off, Johns looks up. She's in the doorway.

                              FRY (CONT'D)
               You're not a real cop, are you? Just some
               mercenary who goes around talkin' about
               the law like --

                              JOHNS
               I never said I was.

                              FRY
               Never said you were a hype, either.

     She moves closer. Rummages through his stuff brazenly. Finds a
     shitload of red shells with the hidden ampules.

                              JOHNS
               You have a little caffeine in the morning,
               I have a little morphine. So what?

                              FRY
               And here you got two mornings every day.
               Wow, were you born lucky?

                              JOHNS
               Not a problem unless you're gonna make --

                              FRY
                         (lashing)
               You made it a problem when you let Owens
               die like that. When you had enough drugs
               to knock out a fucking mule-team.

                              JOHNS
               Owens was already dead. His brain just
               hadn't caught on to that fact.

                              FRY
               Anything else we should know about you,
               Johns? Christ, here I am lettin' you play
               games with our lives when --

     He catches her hands -- and moves them around his body, forcing
     her into an embrace. We understand why when we see a CLOSEUP
     of her hands: They find a jagged purple scar beside his spine.

                              JOHNS
               My first run-in with Riddick. Went for
               the sweet-spot and missed. They had to
               leave a piece of the shiv in there. I can
               feel it, sometimes, pressing against the
               cord.
                         (giving her hands back)
               So maybe the care and feeding of my
               nerve-endings is my business.

                              FRY
               You coulda helped. And you didn't.

     O.S., we hear the Chrislams JABBERING ARABIC and calling for
     "Captain, Captain...."

                              JOHNS
               Yeah, well, look to thine own ass first.
               Right, "captain"?

     It cuts deep.


     EXT. SETTLEMENT - DAY

     Fry and Johns move outside. The others have gathered, all eyes
     gang-locked on...

     An arch in the sky. Luminous, ominous, it grows from the horizon.

                              PARIS
               What do my eyes see?

                              FRY
               It's starting....

     They watch hypnotically as the arch rises, inching toward the two
     suns. Shazza shakes out of the trance first.

                              SHAZZA
                         (to Fry)
               If we need anything from the crash ship --
               I suggest we kick on. That sand-cat's
               solar.


     EXT. SETTLEMENT - DAY

     MULTIPLE SHOTS: Shazza cranking the sand-cat...hands snatching
     up lights, water, ropes...Chrislams piling aboard the sand-cat.

                              FRY
               LET'S GET THOSE CELLS!

     Sand-cat moving...Riddick jumping onto the rear bed....Paris and
     Audrey running, catching up.

                              SHAZZA
               We stay together! C'mon!


     INT. PRIVATE ROOM - SETTLEMENT - DAY

     Johns doubles back, grabs his shotgun shells, swings out the
     door...


     EXT. INCINERATOR - SETTLEMENT - DAY

     ...and catches up to the sand-cat. Riddick reels him aboard.

                              RIDDICK
               Don't wanna miss this.

                              AUDREY
               Lookit. Lookit!

     They turn back to see the rim of a giant planet. It's cresting
     over the horizon. The luminous arch is the planet's rings.


     EXT. RIBCAGE - THE GAUNTLET - DAY

     The sand-cat storms through the canyon. As it passes through the
     massive ribcage...

     The ROLL CAGE SMASHES OUT some low-bridge bones.


     EXT. CRASH SHIP - DAY

     The sand-cat reaches the crash ship. Bodies leap off. Paris
     steals a look at...

     The rising planet. It threatens to blot out suns, sky, universe.


     INT. BATTERY BAY - CRASH SHIP - DAY

     Johns yanks the first power cell and starts dragging it over the
     deck. Riddick yanks a second cell and, carrying it on his
     shoulder, passes Johns with a suck-my-ass grin. Johns shoulders
     his cell and stumbles after.


     EXT. CRASH SHIP - DAY

     Shazza wheels the sand-cat around, getting clearance between it
     and the ship.

     The Chrislams lash a scrap-metal sled to the sand-cat.

     Riddick drops the first cell onto the sled, Johns the second.
     They're racing the eclipse and each other.


     EXT. SKY - DAY TO DUSK

     As the rings of the planet eclipse the yellow sun.


     EXT. CRASH SHIP - DUSK

     It's like God just closed a blind: Daylight dims. The change in
     light brings a GROWING HIGH-PITCHED SOUND.

                              FRY
               Don't stop, don't stop....

     But Paris can't help himself. He squints to see...


     EXT. SPIRED HILLS - DUSK

     The spires. THE SOUND seems to come from there.


     EXT. SKY - DUSK

     As the rings eclipse the red sun.


     EXT. CRASH SHIP - DEEP DUSK

     A second darkness sweeps over the survivors. Now they all stop,
     beholding...


     EXT. SPIRED HILLS - DEEP DUSK

     Something pouring from the spire-tops. Backlit by coronal light,
     it first seems to be smoke or ash -- but soon we realize these
     are living things, HATCHLINGS SQUEALING IN DELIGHT over their
     first nightfall.


     EXT. CRASH SHIP - DEEP DUSK

                              JOHNS
               Jesus, how many can there....

     They keep coming, filling the sky with thick waves. Mercifully,
     the hatchlings seem to be moving away. But now one wave cleaves
     from another -- and does a quick about-face.

                              PARIS
               Just a suggestion, but perhaps we should
               flee.

                              FRY
               Cargo hold, everyone in the cargo hold.
               lesgo, lesgo, lesgo.

     They run. Reach the cargo hold. Turn back to see...

     Riddick and Shazza still coming. Hearing the SQUEALING WAVE
     descending on them...

     Riddick and Shazza hit to the dirt. Hatchlings torrent just
     inches overhead.

     CLOSE on Shazza. Horrified. Hard to breathe. Like being
     underwater.

     CLOSE on Riddick. He watches in awe, no more frightened that a
     kid lying on his back looking up at the stars. Experimenting, he
     eases a bone-shiv into the hatchlings. Instantly it's whittled
     down to nothing. It's like a river of razor blades.

     The hatchling keep coming. Shazza whips a panicky look at the
     cargo hold. Can she make it? Should she even try?

                              AUDREY
               Tell her to stay there. Stay down.
               SHAZZA, JUST STAY DOWN!

     Shazza starts worming toward the cargo hold. Suddenly the
     hatchings vanish. A beat. Is it safe? Shazza gets to her
     feet...

                              FRY
               No, no, NO, NO, NO....

     ...and the wave is back, enveloping Shazza.


     INT./EXT. CARGO HOLD - DEEP DUSK

     Standing in the mouth of the cargo container, the others get a
     last glimpse of Shazza as she flies by the doors, caught up in
     the funnel-cloud of hatchlings. Then she's simply gone.


     EXT. CRASH SHIP - DEEP DUSK

     Still on the ground, Riddick checks left and right like someone
     about to cross a busy street. Now he gets up, smacks his hands
     clean, strolls for the hold. Behind him...

     A rising GANG-CLICKING.

     CLOSE on Fry. She knows the sound better than anyone.


     EXT. SPIRED HILLS - DEEP DUSK

     The spires are crumbling, torn down from within.


     EXT. CRASH SHIP - DEEP DUSK

     Reaching the cargo hold, Riddick turns around for one last look.
     PUSH IN as he sheds goggles -- and looks at the world with his
     jaguar eyes.

     RIDDICK'S POV: In degraded image, we see the predators -- adult
     hatchlings -- emerge from the spires. They're large, mammalian,
     hammer-headed. They CLICK with echo-location, sounding out the
     world they haven't inhabited in 60 years.

                              FRY
               What is it? What's happening?

     RIDDICK'S POV: The predators launch from the hills, gliding,
     SOUNDING, searching.

                              RIDDICK
               Like I said. Ain't me you gotta worry
               about.


     EXT. SKY - DEEP DUSK TO NIGHT

     The rim of the planet overtakes both suns. The world goes dark.


     INT. CARGO HOLD - NIGHT

     Vault-like DOORS BOOM CLOSED.

     The survivors are locked inside the only secure part of the ship.
     Somehow they've been reduced to neanderthals huddling in their
     cave, listening to the howls of the sabertooths.

                              AUDREY
               What if...what if she's still out there...
               still alive....

                              JOHNS
               Well, I don't want to jump to conclusions
               here...but 'member that boneyard? These
               just might be the fuckers that killed
               every other living thing on this planet,
               okay? Chances of Shazza knockin' on that
               door anytime soon are just about zero
               squared.

                              FRY
                         (agreeing)
               I saw the cut-marks on the bones. Wasn't
               a natural die-off.

                              IMAM
               Quiet, please. Everyone.

     Imam is listening at the cargo door. The others pile up
     alongside, ears tuned like radar. CLICKING SWEEPS PAST outside.

                              AUDREY
                         (whispering)
               Why do they do that? Make that sound?

                              IMAM
               Perhaps the way they see. With sound,
               reflecting back.

                              FRY
                         (realizing)
               Echo-location. That's what it is....

     Now MORE CLICKING -- behind them. Lights whip around to find...

     Nothing. Only the door of an open container about halfway down
     the tunnel-like hold.

     A volley of looks. "How the fuck could one get in here?"

                              FRY
               Breach in the hull. I dunno.

     More CLICKING. Johns realizes they expect him to check it out.

                              JOHNS
               I'd rather piss glass.

                              RIDDICK
               Well, you got the big gauge.

                              JOHNS
               Wanna rag your fat mouth?

                              AUDREY
               Maybe it's just their beads again. Imam,
               are you still --

                              IMAM
               No, no, no, I do not believe --

                              JOHNS
               C'mon, man, you're drivin' everybody
               bugfuck with those things. Why don't you
               just lose the goddamn....

     More CLICKING -- along with the sound of TOPPLING CARGO.

                              RIDDICK
               Big beads.

     Butching up, Johns sucks on his breather and shimmies toward...

     The open container. Leading with his shotgun, he FIRES blindly
     around the door. Something SQUEALS -- then silence. Johns eases
     his head and a light around the door to spot...

     Hatchlings on the ground, blasted into dog food.

                              JOHNS
                         (to others)
               Okay. We're okay. Just some small ones
               that musta --

     Something WHOOSHES for his head, swinging like a scythe. It
     catches his shotgun, DISCHARGING IT, giving us...

     A flash-image of an adult predator. Up close.

     In one thin second, Johns is back with the others.

                              JOHNS
               Very big beads.

                              PARIS
               Not staying in here another....

     He goes for the main-door lever, ready to flee into the night.
     Fry lunges for him.

                              FRY
               Christ, you don't know what's out there!

                              PARIS
               I know what's in here!

                              IMAM
               Everybody come, this way and we should be
               safe. Hurry, please....


     INT. FIRST CONTAINER - CARGO HOLD - NIGHT

     Imam shepherds them into a container. The door slams closed.
     At first, only the sound of MOUTHS SUCKING BREATHERS. Then a
     SCRATCHING.

     Johns fumbles with a cutting torch. Gets it burning. Adjusts
     the gasses to illuminate...

     The door. Scythe-like blades are probing joints. Suddenly HEAVY
     BLOWS drive everyone back.

                              RIDDICK
                         (to Johns)
               Can you do sumpin' else with that?
               'Sides holding it in my fucking face?

     Taking the hint, Johns starts cutting the common wall between
     containers. It's a race between the sparks of his cutter and the
     blades of the predators.


     INT. SECOND CONTAINER - CARGO HOLD - NIGHT

     An burn-outline appears in the common wall. Johns kicks out the
     escape hatch. Audrey speed-crawls through first as...


     INT. FIRST CONTAINER - CARGO HOLD - NIGHT

     Predators shred into the container right behind them, CLICKING,
     sweeping, hunting.


     INT. THIRD/FOURTH CONTAINERS - CARGO HOLD - NIGHT

     SERIES OF SHOTS: Again and again, they burn a new escape hatch
     just as the predators break into the container being vacated,
     always entering darkness.


     INT. FIFTH CONTAINER - CARGO HOLD - NIGHT

     Inside their fifth container now, Johns torches away. Fry and
     Paris use cargo to block the entrance hole -- then block the
     cargo with their bodies.

     Riddick adds his weight -- until he notices pepper-shot in the
     cargo. Suspecting the worst, he leaves the others behind...

                              PARIS
               Hello, hello?

     ...and moves to the front of the container where darkness
     prevails. Something SQUISHES underfoot. He slips off goggles.

     RIDDICK'S POV: Of dead hatchlings on the floor. This is the
     open container, the one where Johns found predators.

     Sensing energy, Riddick lifts his face.

     RIDDICK'S POV: Of an adolescent predator. It squats atop cargo,
     eating a hatchling. A heavy bone-blade crowns its skull.

     Sensing Riddick, it sweeps the area with INQUISITIVE CLICKS.

     PREDATOR POV: Of Riddick.

     (NOTE: The PREDATOR POV is a crude image that gives impression
     without detail. We're "seeing" what the predator hears with
     echo-location. Think of a sonagram that strobes and wraps its
     subject in 3-D space.)

     Oblivious, the others kick out the new escape hatch. Audrey,
     Fry, and Johns worm through. Imam and Pilgrim #2 hang back.
     "Where's Riddick?"

     He's in a stare-down with a predator.

     Searching, Pilgrim #2 rounds a corner -- and finds his head
     caught in a vice-like grip.

                              RIDDICK
               Don't. Move.

     RIDDICK'S POV: As a second predator appears above them. This
     one reaches down with its scythe blade...

     And gently probes the two men. It wants know what they're made
     of.

     CLOSE on the pilgrim's shoes. Over-running with piss.

     More blades descend, moving over them like surgical instruments.
     One test-slices Riddick's shirt.


     INT. SIXTH CONTAINER - CARGO HOLD - NIGHT

     In the next container, Fry waits anxiously. Hissing through the
     escape hatch:

                              FRY
               Imam? Where are they?


     INT. FIFTH CONTAINER - CARGO HOLD - NIGHT

     CLOSE on a predator's scythe blade. It test-slices the pilgrim's
     skin. Blood wells up. All CLICKING CEASES.

                              IMAM (O.S.)
               Hasan?

                              FRY (O.S.)
               Riddick?

     TIGHT on the pilgrim -- more scared now that the clicking has
     stopped. Losing his nerve, he bolts.

                              RIDDICK
               No....

     The predators are on him, just blurs in the dark. DEATH-SCREAM.

     RIDDICK'S POV: A third predator appears above him.

     Making his move, Riddick darts around cargo and heads for the
     escape hatch as...

     Fry's light catches him square in the face. Blinded, Riddick
     HOWLS and stumbles forward. Fry's light leaps deeper to hit...

     The predator right behind him. With a similar reaction, the
     beast HOWLS and flails back.

     HOLD on Fry for a time-stopped moment. What stopped it? Was it
     really her? Suddenly a SHOTGUN EXPLODES beside her head. Jacked
     up, Johns is BLASTING shadows.

                              FRY
               Stop it, stop it, STOP IT!

                              JOHNS
               'Sokay, 'sokay. I killed it.

     They give him a look. "Sure you did." Suddenly a CARCASS SLAMS
     to the floor, sending everyone jumping back in a perfect splash-
     pattern. "Christ, he did kill one."

     Fry reclaims her dropped light and beams it on the carcass.
     Wherever the light strikes it, the flesh chars and steams.

                              FRY
               There....

                              PARIS
               Like the light is scalding it.

                              FRY
               It hurts them. Light actually hurts
               them....

     VULTURE SOUNDS from the two O.S. adolescents, fighting over the
     scraps of the pilgrim.

                              IMAM
               Is that...Hasan?

     Riddick nods.

                              JOHNS
               We'll burn a candle for him later. C'mon.


     INT. SIXTH CONTAINER - CARGO HOLD - NIGHT

     Cargo has been shoved against the door and walls. The survivors
     gather around Fry's handlight. Audrey -- tough little Audrey --
     has been reduced to a shivering lump of mush.

                              FRY
               ...one cutting torch...one handlight here,
               two more in the cabin...I think two
               more....

                              PARIS
               Spirits. Anything over 45 proof burns
               well.

                              FRY
               How many bottles?

                              PARIS
               Not sure. Ten?

                              FRY
               Those umbrellas, the ones that mist.
               Would they burn?
                         (reading his face)
               If you got a receipt?

                              PARIS
               Possibly.

                              FRY
               Awright. So maybe we'll have enough light.

                              JOHNS
               Enough for what?

     Now she challenges him to be the mind-reader.

                              JOHNS (CONT'D)
               Oh, lady. If you're in your right mind,
               I pray you go insane.

                              FRY
                         (to others)
               We can stick to the plan. If we get four
               cells back to the skiff, we're off this
               rock.

                              PARIS
               I hate to kill a beautiful theory with an
               ugly fact, but that sand-cat won't run at
               night.

                              FRY
               We'll have to carry the cells...drag
               them...whatever it takes.

     Troubled faces. Is it just our imagination? Or is the light on
     the floor growing dimmer?

                              AUDREY
               You mean...tonight? With all those things
               still out there?

                              PARIS
               Oh, sure. Why not? Sounds like a hoot.

                              JOHNS
               Back it up. How long can this last? Few
               minutes? Couple hours?

     No one knows for sure.

                              IMAM
               I had the impression...from the model...
               that the two planets were moving as one.
               That there would be...a lasting darkness.

                              JOHNS
               Those suns gotta come back sometime. And
               if these animals really are phobic about
               light, we just sit tight till then.

                              FRY
               I'm sure that's what someone else said.
               Locked inside that coring room.

     A persuasive thought. Eyes swing back to Audrey.

                              JOHNS
               Look, we gotta think about everyone now --
               the kid especially. How scared is she
               gonna be out there?

                              FRY
               Oh, don't use her like that, for a smoke
               screen.

                              JOHNS
               Smoke screen for what?

                              FRY
               For your own fear.

                              JOHNS
                         (eyes narrowing)
               Hey. Why don't you rag your hole for two
               seconds and let someone else come up with
               a plan that doesn't involve MASS SUICIDE?

     Two seconds pass.

                              FRY
               How much you weigh, Johns?

                              JOHNS
               What the hell's it matter?

                              FRY
               How much?

                              JOHNS
               79 kilos.

                              FRY
               Because you're 79 kilos of gutless white
               meat, and that's why you can't come up
               with a better plan.

     He makes a move for her. Riddick blocks. Johns' shotgun bumps
     the underside of Riddick's chin.

                              RIDDICK
               Think about that reward, Johns.

                              JOHNS
               I'm willing to take a cut in pay.

                              RIDDICK
               How 'bout a cut in your gut?

     Johns looks down. CAMERA DROPS to reveal the shiv Riddick holds,
     poised for evisceration.

                              JOHNS
               Oh, Trash Baby, you're gonna regret this.

                              IMAM
               Please...this solves nothing...please....

     Johns backs off first. The light grows dimmer.

                              FRY
                         (to Audrey)
               They're afraid of our light. That means
               we don't have to be so afraid of them.

                              IMAM
               And you're certain you can find the way
               back? Even in the dark?

                              FRY
               No, I'm not. But he can.

     She's pointing, of course, to Riddick.


     EXT. PLANET - NIGHT

     The eclipsing planet dominates half the sky. In whatever coronal
     light remains, we see clouds forming.


     EXT. CRASH SHIP - NIGHT

     Cargo doors crack open. Mixed for maximum flame, the cutter is
     pushed outside and swept around. Fry appears behind it.

     Moving like hostages, the survivors cross open ground, trying not
     to heed the PRIMAL SOUNDS beyond their light. Soon they reach...

     The main cabin. Blackness inside.

                              FRY
               Riddick.

     He lifts his goggles.

     RIDDICK'S POV: Checking the cabin. Finding a lot of wreckage
     but no life.

                              RIDDICK
               Looks clear.

     Johns shoulders ahead and crawls in first. Just as he stands up
     inside...

     A PREDATOR BUZZSAWS over his head, fleeing the cabin, taking off
     into the night.

                              JOHNS
               Fuck me. You said "clear."

                              RIDDICK
               Said "looks clear."

                              JOHNS
               Well, what's it look like now?

                              RIDDICK
                         (rechecking)
               Looks clear.

                              FRY
               Just get the goddamn lights on....

     They scramble aboard. Riddick TONGUE-CLICKS behind Johns.
     He isn't amused.


     INT. MAIN CABIN - CRASH SHIP - NIGHT

     PREP MONTAGE: We see the survivors powering up cabin lights...
     yanking three more cells from the battery bay...threading nylon
     cord through Paris' misting umbrellas, filling the reservoirs
     with high-octane liquor...swapping out O2 canisters.


     INT. MAIN CABIN - CRASH SHIP - NIGHT

     Reloading his shotgun, Johns finds himself shaking again. He
     unpockets a shell -- a red morphine shell -- and gives it a
     lover's look. Behind him...

                              FRY
               Ready, Johns.

     He palms the shell.

                              JOHNS
               He'll lead you over the first cliff.
               You know that, don't you?

                              FRY
               We're just burnin' light here.

                              JOHNS
               You give him the cells and the ship --
               and he will leave you. He will leave you
               all out there to die.

                              FRY
               I don't get it, Johns. What is so goddamn
               valuable in your life that you're worried
               about losing? Huh? Is there anything at
               all? Besides your next hype?
                         (no response)
               Got no right to be so scared. Neither one
               of us.


     INT. BATTERY BAY - CRASH SHIP - NIGHT

     As hands yank the last power cell.


     INT. MAIN CABIN - CRASH SHIP - NIGHT

     Cabin lights die. Still brooding, Johns finishes loading his
     shotgun in the dark.


     EXT. CRASH SHIP - NIGHT

     CLOSE on a burning wick. Alcohol mist shoots across the flame to
     create...

     A FIREBALL. Two umbrella torches, fabric already burned away,
     BELCH FIREBALLS into the night. By this light and more, we see...

     Imam chained into the first harness of the drag-sled. Beside
     him, Johns fumbles with a second harness. Hands help him into
     the chains. The hands belong to...

     Riddick. Both men recognize the irony of the prisoner helping
     his captor into chains.

                              FRY
                         (to all)
               Keep the light going. That's all we have
               to do to live through this. Just keep
               your light burning.

     Riddick loops a handlight over his neck, places it to shine light
     down his back. A beacon.

                              RIDDICK
                         (to Fry)
               Be runnin' about 10 paces ahead. I want
               light on my back -- but not in my eyes.
               And check your cuts. These things know
               our blood now.

     CLOSE on Audrey. Overhearing, she goes stone-faced.

                              FRY
               Riddick...was thinkin' we should make some
               kind of deal. Just in case, you know,
               this actually --

                              RIDDICK
                         (shaking head)
               Had it with deals.

                              FRY
               But I just wanted to say --

                              RIDDICK
               Nobody's gonna turn a murderer loose.
               I fuckin' knew better.

     It worries Fry. "If he doesn't expect to go free...."

                              RIDDICK (CONT'D)
               Been a long time since anyone's trusted
               me. That's somethin' right there.

                              FRY
               We can, can't we? Trust you?

                              RIDDICK
               Actually...
                         (completely genuine)
               That's what I been askin' myself.

     He walks away. HOLD on Fry -- wondering if she hasn't made a
     terrible, terrible mistake.


     EXT. NIGHT

     The drag-sled begins moving.

     SERIES OF TRACKING SHOTS: Riddick running point, goggles off,
     eyes flashing. Johns and Imam pulling the drag-sled like
     malamutes, handlights sweeping. Pilgrims #1 at the first side-
     guard position, Fry and Audrey at the second, each position
     carrying an umbrella torch, FIREBALLS BLAZING. Paris stumbling
     along at rear-point, sweeping the cutter back and forth, every
     shadow a threat. They are a train of light.

     CLOSE on the sled. Holding four power cells and eight bottles
     of booze.

     CLOSE on Fry. Looking down. Noting sand-cat tracks underfoot.


     EXT. NIGHT

     Below us run the survivors. CRANE UP AND AWAY so that their
     lights become insignificant...so that we include, in FOREGROUND,
     the silhouettes of gliding predators. They're following from
     above, awaiting their chance.


     EXT. NIGHT

     FRY'S POV: Of the ground. The sand-cat tracks have vanished.

                              JOHNS
               So you noticed too?

                              FRY
               Riddick. Riddick.

     The procession grinds to a halt. Everyone sucks hard on
     breathers as they muster inside the light.

                              FRY
               Where are the sand-cat tracks? Why aren't
               we still following them?

                              RIDDICK
               Saw something I didn't like.

                              JOHNS
               Such as.

                              RIDDICK
               Hard to tell, sometimes...even for me...
               but looked like a bunch of those big boys
               chewin' each other's gonads off. Thought
               we'd swing wide. Okay by you?

     Paris looks over his shoulder. "We went around what?" Nearby
     CLICKING breaks up the confrontation.

                              FRY
               Let's move.
                         (to Audrey)
               Just a detour. He'll get us there.

                              PARIS
               Can we switch?

                              FRY
               What, switch what?

                              PARIS
               I think I twisted my ankle running
               backwards like that. And I'm not sure I
               can....
                         (off their stares)
               Okay, that's a lie. I just don't want to
               be alone back there anymore. If you could
               just give me a few minutes up front here --

                              JOHNS
               She's the pilot, she should stay close to
               the cells.

                              PARIS
               Oh, so I'm disposable?

                              FRY
               I'll switch, I'll switch! Christ, just
               get this train moving!


     EXT. NIGHT

     They trundle on, Fry the new tail-gunner.

     At side guard, Paris relaxes a bit -- even though the CLICKING
     never seems far from earshot. A weak FIREBALL SPEWS from his
     torch. He checks the reservoir. Almost empty.

                              PARIS
               Light, please, need light here....

     Still moving, Johns and Imam train lights on Paris while he
     refuels. For a brief moment, Audrey strays from the light.

     PREDATOR'S POV: Dive-bombing the girl.

     A HIGH-VELOCITY CLICKING: It's like an incoming missile. Imam
     lunges at the last nanosecond...

     And flattens Audrey to the ground. Scythe blades swing...

     CHINKING the harness-chains on Imam's back.

     Johns whirls, BLASTS. Light-beams leap around. But the predator
     is long gone.

                              IMAM
                         (trembling)
               Please...have we been cut? Can someone
               tell me if....

     He finds his dropped light, thumbs the switch again and again.
     Broken.

     In the confusion, Paris has been left in the dark. Something
     slashes him from behind. It's like the night has claws.

                              PARIS
               Oh, sweet Jesus....

     The bottle drops.

     The blood flows.

     The CLICKING STOPS.

                              PARIS
               Oh, sweet Jesus, WILL YOU GET ME SOME
               LIGHT OVER HERE!

     Faces whip around. But before their lights can rescue him...

     Paris is gone, snatched away by a swooping blur.

     Light-beams jump fitfully, vainly.

     RIDDICK'S POV: Of predators feasting on Paris. Carrying a
     youngling on its back, a female predator arrives late and can't
     find a place at the trough. With shocking apathy, it whips the
     youngling off its back and begins devouring it. Other predators
     start in-fighting, killing themselves for food. POV PANS to a
     pair of predators, closer, SOUNDING out new prey. POV PANS
     AGAIN to include the object of their desire. Audrey.

     CLOSE on Riddick. Trying to figure it out.

     CLOSE on Audrey. Listening to the HORRIFIC FEEDING SOUNDS.
     Oblivious to all the attention she's getting.

                              FRY
               What do you see? Riddick?

                              RIDDICK
               Hunger. I see 60 years of hunger.


     EXT. SKY - NIGHT

     As clouds mass.


     EXT. NIGHT

     Into a rising wind, the survivors range on.

     Audrey now carries Paris' torch, refueled and COUGHING FIREBALLS
     at regular intervals. Fry seems to be handling rear-point fairly
     well, until...

     The cutter sputters and dies. She ditches it and takes the torch
     from Audrey.

                              FRY
               Bottle-count.

                              AUDREY
               Four fulls, one half. That mean we're
               halfway there? I hope?

     Good question. They've just been blindly following...

     The light on Riddick's back.

                              FRY
               Can we pick up the pace?

     Working like a mule, Johns growls to himself. "If you think you
     can do better...." Abruptly he slaps an arm across Imam's chest,
     spotting...

     A sled-track. In front of them.

     Fry hears a SHOTGUN RATCHET. She spins to see...

     Johns out of his chains. Moving forward. Jamming the shotgun
     into the back of Riddick's neck.

                              JOHNS
               We aren't completely stupid.

                              FRY
               Stay in the light! Everybody! Stay in
               the fucking --

                              IMAM
               We crossed our own tracks.

                              JOHNS
               He's running us 'round in circles. Look
               for yourself. Look!

                              FRY
               Riddick? What the hell are you --

                              RIDDICK
               Listen.

     Imagine a hundred Geiger-counters next to a truckload of
     plutonium. That's the SOUND that rides the wind now.

                              RIDDICK
               Canyon ahead. I circled once to buy some
               time to think.

                              FRY
               Think about what?

                              JOHNS
               About how to kill us and still get these
               cells to the skiff. Goddamnit, we're just
               doin' the heavy lifting for this prick!

                              RIDDICK
                         (answering Fry)
               About the girl.

                              FRY
               What about her?

                              RIDDICK
               What it's gonna be like when we hit that
               canyon. With her bleeding.

                              JOHNS
               What're you jaw-jackin' about? Girl's not
               cut.

                              RIDDICK
                         (agreeing)
               No. She's not.

     It hits Fry like a two-by-four. She looks at Audrey.

                              AUDREY
                         (confessing)
               I didn't want you to leave me there...
               back at the ship...that's why I didn't
               say anything....

                              FRY
               No, we'd never....Oh, God, honey, you
               shoulda told me sooner.

                              JOHNS
                         (finally getting it)
               Aw, this can't be happening to me....

                              RIDDICK
               They been nose-open for her ever since we
               left. They go off blood.

                              IMAM
               Well...we must keep her close, then.
               Here, she'll be safe if we put her
               between --

                              RIDDICK
                         (scanning)
               There is no "safe."

     An epic beat. The wind gusts...the FLAMES CHATTER...their ears
     fill with CANYON SOUNDS.

                              FRY
               It's not gonna work. We gotta go back.

     Johns brays.

                              JOHNS
               Hey, you're the one who got me out here,
               turned me into a goddamn sled dog. An'
               now you 'spect me to go back like a
               whipped dog?

                              FRY
               I was wrong. I admit it. My bad, okay?
               Now let's just go back to the ship.

                              JOHNS
               I dunno. Nice breeze, wide open spaces --
               you know, I'm startin' to enjoy myself out
               here.

                              FRY
               Are you fucking high again? Just listen
               to --

                              JOHNS
               No, no, you're right, Fry. What's to be
               afraid of? My life is a steamin' pile of
               meaningless toadshit anyhow. So I say
               mush on! Canyon's only couple hundred
               meters, after that we're in Skiff City!
               So why don't you just butch up, stuff a
               cork in that kid, and get --

                              IMAM
               She's the captain, we should listen to --

                              JOHNS
               Listen to her? Her? When she was willing
               to sacrifice us all?

     A beat. Eyes turn to Fry. She wants to protest -- but can't.

                              AUDREY
               What's he talkin' about?

                              JOHNS
               During the crash, she --

                              FRY
                         (a warning growl)
               This does not help us, Johns.

                              JOHNS
               -- she tried to blow the whole fucking
               passenger cabin, tried to kill us --

                              FRY
               Just shut up, okay?

                              JOHNS
               -- tried to kill us in our sleep. Paris
               had it right -- we are disposable. We're
               just walking ghosts to her.

                              FRY
               Would you RAG YOUR STUPID HOLE!

     She rushes him, ready to rip his eyes out. He shunts her aside.

                              JOHNS
               We're not alive because of her -- we're
               alive in spite of her.

     He swung below the belt -- and connected. Fry's chin quakes,
     her knees fail. The undertow of events finally pulls her down.

                              FRY
               We cannot go through there....

                              JOHNS
                         (lording)
               How much you weigh right now, Fry? Huh?

                              IMAM
                         (pushing him back)
               Fine, fine, you've made your point. We
               can all be so scared as you.

     Johns snatches a light away from Imam.

                              JOHNS
                         (to all)
               Verdict's in. The light moves forward.


     EXT. BONEYARD - NIGHT

     They trudge on, slower now, building reserves for the canyon-run.
     At rear-point, Fry follows like a broken rudder. Pilgrim #1 now
     draws the sled with Imam. And up ahead...


     EXT. BONEYARD - NIGHT

     Johns falls in step with Riddick.

                              JOHNS
               Ain't all of us gonna make it.

                              RIDDICK
               Just realized that, huh?

     CLICKING nearby. Johns BLASTS the night, driving the sound
     away -- and reminding everyone of who carries the Big Gauge.

                              JOHNS
               Six of us left. If we could get through
               that canyon and lose just one, that'd be
               quite a fucking feat, huh? A good thing,
               right?

                              RIDDICK
               Not if I'm the one.

                              JOHNS
               What if you're one of five?

     Riddick stares. "I'm listening."


     EXT. BONEYARD - NIGHT

                              AUDREY
               What're they doin' up there?

                              IMAM
               Talking about the canyon, I suppose.
               How to get us through.

     Overhearing, Fry looks. It's odd to see Johns and Riddick
     walking side by side, like equals. Like partners.


     EXT. BONEYARD - NIGHT

                              JOHNS
               Look, it's hellified stuff -- but no
               different than those battlefield doctors
               when they have to decide who lives and who
               dies. It's called "triage," okay?

                              RIDDICK
               Kept calling it "murder" when I did it.

                              JOHNS
               Either way, figure it's something you can
               grab onto.

                              RIDDICK
                         (doping it out)
               Sacrifice play. Hack up one body, leave
               it at start of the canyon. Like a bucket
               of chum.

                              JOHNS
               Trawl with it. There's a cable on the
               sled. We can drag the body behind us.

                              RIDDICK
               Nice embellishment.

                              JOHNS
               Don't wanna feed these land-sharks -- just
               keep 'em off our scent.

                              RIDDICK
                         (looking back)
               So which one caught your eye?

                              JOHNS
               Don' look, don' look, don' look....


     EXT. BONEYARD - NIGHT

     Fry spots Riddick's look -- and Johns' non-look.

                              FRY
               Imam. Slow down.

                              IMAM
               What?

                              FRY
               Don't stop, just slow down.  Little more
               space 'tween us and them.

                              IMAM
               I would rather we all stay--

                              FRY
               Do what I say. Please.


     EXT. BONEYARD - NIGHT

                              RIDDICK
               What's her name, anyway?

                              JOHNS
               What do you care?

     Riddick shrugs. "I don't."

                              JOHNS
               Then let's not name the Thanksgiving
               turkey, okay? I assume you still got a
               shiv.

                              RIDDICK
               What, you 'spect me to do it?

                              JOHNS
               What's one more to you? Like this is the
               one that sends you to Hell?

                              RIDDICK
               Oh, you're a piece of art, Johns. They
               oughtta hang you in a museum somewhere.
               Or forget the museum -- maybe they should
               just hang you.


     EXT. BONEYARD - NIGHT

     As Fry and the others keep slowing.


     EXT. BONEYARD - NIGHT

                              JOHNS
               Awright. You do the girl, I'll keep the
               others off your back.

     Riddick stops. Reconsiders.

                              JOHNS (CONT'D)
               Aw, don't tell me you're growin' scruples.

                              RIDDICK
                         (shakes head)
               Just wonderin' if we don't need a bigger
               piece of chum.

                              JOHNS
               Like who, Mr. Chrislam?

     EXTREMELY TIGHT on both men: In their eyes, we see the new
     partnership splintering apart: "Like Mr. Johns."

     Riddick makes a play for the shotgun. It BLASTS skyward.


     EXT. BONEYARD - NIGHT

     As the fight erupts:

                              FRY
               Bring the light!

                              AUDREY
               What're they doing? What're we --

                              FRY
               Leave the sled, let's go, go, go!


     EXT. BONEYARD - NIGHT

     FIGHT SCENE: Johns' light hits the ground, creating an arena of
     illumination. FAST CLICKING nearby. Still struggling, Riddick
     and Johns somehow manage to gang-aim the shotgun and BLAST THE
     CLICKING AWAY.

     The shotgun goes free. Johns lunges for it, but Riddick kicks it
     into the night. And then pulls his shiv.

                              RIDDICK
               Gotta stay in the light, Johns. That's
               the only rule.

     Johns circles inside the light. Fucking with him, Riddick starts
     poking and jabbing, backing him up against the wail of dark.
     Johns stumbles over something. A bone. A club.

     Riddick finds his own bone-club, and now they go at it like two
     cavemen. Riddick beats on Johns' club-hand, breaking fingers,
     forcing him to drop the bone. Just trying to get away now, Johns
     makes a desperate lunge for the light, but...

     Riddick shivs open his back.

                              RIDDICK
               Remember that moment?

     Gushing blood, Johns starts crawling pathetically with the light.
     Riddick dogs him.

                              RIDDICK
               Shoulda never took the chains off, Johns.
               You were one brave fuck, before. Now look
               at you. Oh, yeah, you were Billy Bad-ass
               with your gauge...with your chains....

     Johns finds the shotgun. "And I'm still Billy Bad-ass." He
     sweeps it around with the light, ready to kill...

     Blackness. Where'd Riddick go?

     CLICKING behind Johns. He whirls to see...

     Something big coming for him. Johns BLASTS IT back into the
     night, dropping the light as he does. Eyes in the back of his
     head, he whirls again and takes aim on...

     Another bull-rushing predator.

     Johns triggers a bad round. Crazed, he ratchets and levels the
     shotgun for another try. He's too late.

     BIG CLOSEUP as the ejected shell rolls to a stop. It's red.
     Johns loaded a morphine shell in the dark.

     RIDDICK'S POV: With Johns skewered by the armpits, the predator
     lifts him off the ground and "stares" with a deceptively gentle
     CLICKING-COOING SOUND.

     PREDATOR'S POV: Of Johns' final expression.

     RIDDICK'S POV: The predator rears back its head -- then slams
     forward, hitting Johns with the full force of its skull-blade,
     splitting him in two.


     EXT. NIGHT

     Fry, Imam, Audrey, Pilgrim #1. They're running, stumbling,
     trying to backtrack the sled marks. Checking for pursuit, Fry
     looks over her shoulder...

     And crashes into Riddick. He was just standing in the dark,
     waiting for them.

                              RIDDICK
               Back to the ship, huh?

                              FRY
               Get out of our way.

                              RIDDICK
               So everybody huddles together till the
               lights burn out? Until you can't see
               what's eating you? That the big plan?

                              IMAM
               Where's Mr. Johns?

                              RIDDICK
               Which half?

                              IMAM
               You mean....

     Conflicted, they all look back. Audrey starts to puddle up.

                              AUDREY
               Gonna lose everybody out here....

                              RIDDICK
               He died fast. And if we got any choice,
               that's the way we should all go out.
                         (to Audrey, softly)
               Don't you cry for Johns. Don't you dare.


     EXT. CANYON RIM - THE GAUNTLET - NIGHT

     BLACK SCREEN. We hear the canyon in full cry now -- CLICKING...
     BATTLING BONE-BLADES...MATING CRIES...the RENDING OF FLESH
     and SNAPPING OF TENDON. Far below, twin flames appear as the
     survivors reach the gauntlet. Predators perch in FOREGROUND,
     just hulking silhouettes "watching" from a canyon rim.


     EXT. START OF GAUNTLET - NIGHT

     They are but five: Fry, Riddick, Audrey, Imam, and Pilgrim #1.
     CLOSE on each face as they listen to the CANYON. There must be
     countless predators ahead.

                              FRY
               How many you see?

                              RIDDICK
               One or two.

                              FRY
               Audrey?

                              AUDREY
               Three full bottles. But almost time to
               refill.

                              FRY
               Doesn't seem like enough to turn back on,
               does it?

                              RIDDICK
               Only see one way. Turn the sled over and
               drag it like that, girl down low. Light
               up everything we got -- and run through
               like dogs on fire.

     A beat.

                              IMAM
                         (understanding)
               The sled as a shield....

                              FRY
               And what about the cells?

                              RIDDICK
               I'll take those.

     She looks at him hard.

                              FRY
               We're just here to carry your light,
               aren't we? Just the torch-bearers.

                              RIDDICK
               Let's drop back an' boot up.


     EXT. BONEYARD - NIGHT

     START on the power cells. They're been lashed together into one
     queue.

     Working amid the giant bones, Riddick crafts a new harness from
     the old straps. Close behind him, Imam is MUTTERING IN ARABIC.

                              RIDDICK
               What're you doin'?

                              IMAM
               Blessing you like the others.
                         (off his look)
               It's painless.

                              RIDDICK
               And pointless.

                              IMAM
                         (a beat)
               I see. Well, even if you don't believe
               in God, it doesn't mean He won't be --

                              RIDDICK
               You don't see.

     Riddick shrugs into the harness, snugs it down.

                              RIDDICK (CONT'D)
               'Cuz you don't spend half your life in
               lock-down with a horse-bit in your mouth
               and not believe. And you surely don't
               start out in a liquor store trash bin with
               an umbilical cord wrapped around your neck
               and not believe. Oh, absolutely I believe
               in God. And I absolutely hate the fucker.

                              IMAM
               He will be with us. Nonetheless.

                              RIDDICK
               Give my blessing to the girl. She needs
               a spare.


     EXT. START OF GAUNTLET - NIGHT

     The torches. Maxed out. Burning non-stop.

     Fry and Imam. Sled chains on. Lapping up O2. Each holding a
     torch.

     Pilgrim #1. Clutching a handlight.

     Audrey. Rolling under her sled-shield, becoming the turtle in a
     metal carapace.

     Riddick. Goggles on. He has no desire to see what horrors will
     surround them. There's just one path, anyway: Straight through.

                              RIDDICK
               As fast as you can.

                              FRY
               You sure you can keep --

                              RIDDICK
               As fast as you can.


     EXT. THE GAUNTLET - NIGHT

     SLEW OF SHOTS: Fry and Imam on the move, dragging the shield
     fast. Audrey speed-crawling beneath. Pilgrim #1 tripping along
     behind the shield. And Riddick behind them all, face already
     tortured, pulling 200 pounds of stubborn-mule cargo -- yet
     somehow keeping pace. The torch flames, stretched by the wind,
     flank them in fire.


     EXT. CANYON RIM - THE GAUNTLET - NIGHT

     As predators launch from the rim.


     EXT. THE GAUNTLET - NIGHT

     First come the hatchlings, streaming right into their faces --
     then veering away at the last second, repulsed by light. Next
     come FERAL SOUNDS overhead.

                              RIDDICK
               Don't look.

     Thin blue liquid spatters them.

                              RIDDICK
               Do not look up.

     More spattering. Fry looks up -- and stumbles when she beholds...

     A ceiling of predators. At the cusp of light, they dive and
     weave and dart, slashing each other in a rabid desire to SOUND
     OUT the humans below. It's like looking into a bucket of angry
     eels.

                              RIDDICK
               Keep going, keep going, keep going,
               keep going!

     His voice whips them like the Devil's coxswain. Chastened, Fry
     keeps her eyes down and speed up.

     More blue blood showers down -- followed by entrails dropping
     out of the sky. Could this be Hell itself?

                              IMAM
                         (a muttered mantra)
               "So dark the clouds around my way
                    I cannot see,
               But through the darkness I believe
                    God leadeth me.
               I gladly place my hand in His when
                    all is dim,
               And, closing my weary eyes, lean
                    hard on him...."

     Now WHOLE CORPSES ARE CRASHING DOWN around them, victims
     of in-fighting. Fry and Imam start slaloming through the ghastly
     mess.

     Pilgrim #1 passes too close to a corpse: A blade slices his leg,
     drawing blood. He keeps his mouth shut.


     EXT. CHOKE-POINT - THE GAUNTLET - NIGHT

     The passage narrows into a choke-point. Fry sees it first.

                              FRY
               Riddick? RIDDICK?

     Ahead, a clot of dead predators blocks the canyon.

                              AUDREY
               What? What is it?

                              RIDDICK
               It's a fucking staircase! Go over it!
               GO OVER IT!

     Steeling themselves, they start climbing.

     But Audrey, on all fours, has to discover the corpses with her
     hands. Then, taking exception at being walked on...

     One "corpse" snaps at her. Audrey recoils sideways...

     And tumbles down the mound of corpses. She's exposed.

     PREDATORS' POV: Rapid-fire images of Audrey. Flashes from 10
     different predators.

                              FRY
               Audrey!

     Audrey shakes out of it and scrambles for the shield just as...

     A predator kamikazes onto the shield, its bone-blades piercing
     the metal...

     And nearly skewering Audrey beneath.

     Caught in torchlight, steaming, the PREDATOR HOWLS as it tries
     to rip free of the shield.

     Beneath, Audrey hangs on and takes a thrashing.

     The predator tears clear, spins, pounces blindly at...

     Riddick, standing at light's edge. Stunningly, he catches the
     beast under its scythe blades, blunting the attack. The predator
     CLICKS MADLY at him.

     PREDATOR'S POV: Of Riddick's face.

     The predator rears back its head, ready to bisect Riddick with
     its skull-blade.

     Switchblade fast, Riddick drops a hand...

     ...yanks his shiv...

     ...and sweeps it over the belly of the beast. HOWLING, the
     predator falls, disemboweled.

     REACTION SHOTS of Fry and Imam. Stunned.

                              RIDDICK
               Didn't know who he was fuckin' with.

     They regroup. Imam's head swivels back and forth: They're one
     person short.

                              IMAM
               Suleiman!

                              RIDDICK
               Get the girl back under. Keep going.

                              IMAM
               SULEIMAN!

                              RIDDICK
               KEEP GOING OR I WILL!

     Suddenly Pilgrim #1 reappears, thrust back into the light by
     unseen forces. He's still alive -- but shouldn't be. He makes
     a feeble attempt to grab onto Imam, to anyone, but he's gone
     again before they can even react, jerked out of the light. Out
     of existence.


     EXT. THE GAUNTLET - NIGHT

     They flail on. And now, finally...finally....

     The canyon widens, opening up like some door to Heaven. The
     WORST SOUNDS fall behind. We can see it in their sweat-sheened
     faces: The faintest hope that maybe they've survived the Seventh
     Circle of Hell. But then...

     The TORCHES SPIT AND SPUTTER.

     Audrey hears PATTERING on the metal shield.

     Blood falls anew.

     One torch dies -- yet somehow comes back to life.

     Imam upturns a hand, checking the liquid for color. But this
     blood has no hue.

                              FRY
               Oh, no. No, no, no....

                              IMAM
               Rain.


     EXT. THE GAUNTLET - NIGHT

     RAIN MONTAGE: Water rilling, running, flowing over rocks and
     ground.


     EXT. THE GAUNTLET - NIGHT

     Caught in a downpour, the survivors slog to a stop. One torch
     goes out -- and won't relight.

                              RIDDICK
               So where the hell's God now, huh?
                         (no answer from Imam)
               I'll tell you where! He's up there
               PISSING ON ME!

                              FRY
               Riddick? How close?

     Riddick sheds goggles to look ahead. We don't know what he
     sees -- nor what he's thinking.

                              FRY
               Tell me the settlement is right there!
               RIDDICK, PLEASE!

                              RIDDICK
               We can't make it.

     HOLD on Fry's anguished face, rendered in dying torchlight.
     Somewhere behind, the AWFUL SOUNDS RETURN.

                              RIDDICK
               Here...hide here....

     He's found a crevice in the canyon wall.

                              RIDDICK
               Inside...inside....


     EXT. CREVICE - THE GAUNTLET - NIGHT

     They crawl into the fissure. The second torch dies behind them.


     EXT. THE GAUNTLET - NIGHT

     There's just one light left now -- the one Riddick wears on his
     back. By its glow, we watch him lift the shield, muscle it over
     to the crevice...


     EXT. CREVICE - THE GAUNTLET - NIGHT

     ...and slide it over the opening. A black beat.

                              AUDREY
                         (a beat)
               Why's he still out there?

     Fry's not sure. Is he protecting them? Or entombing them?


     EXT. MUDDY RISE - THE GAUNTLET - NIGHT

     Working like Sisyphus, Riddick hauls the cells up a muddy rise.
     He stops at the top, peers through the rain.

     RIDDICK'S POV: Of the settlement.

     Riddick disappears over the rise. The four cells follow,
     slithering through the mud like a serpent's tail.


     EXT. CREVICE - THE GAUNTLET - NIGHT

                              AUDREY
               He's not coming back, is he?

     Fry checks Imam's face. Did Riddick say anything to you?" Imam
     wags his head. A bleak beat -- before Fry realizes she can see
     his face.

                              FRY
               There's light in here.

     It's a soft glow from above. Imam climbs higher to discover
     small blue-white lights clinging to rocks. He plucks a few.

                              FRY
               What are they?

     CLOSE on the lights in Imam's palm. They writhe with life.

                              IMAM
               Larva....

                              AUDREY
               Glow worms....

                              FRY
                         (mind racing)
               How many bottles we got? Empty ones?


     INT. SKIFF - NIGHT

     Riddick boards the dark craft.

     Connects the power cells to the battery bay.

     Watches the ship come to life.


     EXT. CREVICE - THE GAUNTLET - NIGHT

     CLOSE on a liquor bottle. It's half full of glow-worms.

                              AUDREY
               More, more, we need more....

     They climb higher. Little by little, the bottle brightens their
     world.


     EXT. SKIFF - NIGHT

     Drenched in light, Riddick stands in the hatchway of the skiff,
     looking out into dark rain. Is he struggling with a decision?
     Or just savoring the safe harbor? Then very deliberately...

     Riddick smashes his handlight on the hull. He steps inside and
     closes the hatch behind him.


     EXT. MUDDY RISE - THE GAUNTLET - NIGHT

     Something claws its way up the rise. Standing, we see that it's
     Fry, a bottle of glow-worms strung around her neck. Ahead she
     spies...

     The settlement. Silhouetted by engine-light.


     EXT. SKIFF - NIGHT

     As the skiffs ENGINES WARM UP.


     INT. SKIFF - NIGHT

     As Riddick dabbles with flight controls.


     EXT. SETTLEMENT - NIGHT

     As Fry, running, splashes past buildings.


     EXT. CREVICE - THE GAUNTLET - NIGHT

     Audrey and Imam huddle around a bottle of glow-worms: This is
     all they could harvest. Presently SCRABBLING SOUNDS on the
     shield. Imam eases one eye to a small hole in the shield. He
     can't see much until...

     A blade rushes through the hole. Imam recoils hard, snatches up
     the glow-worm light to see...

     More predator blades exploring the edges of the shield. The
     light drives them away. For now.


     INT. SKIFF - NIGHT

     Riddick dims interior lights, activates exterior lights. He's
     actually startled by the sight of...

     Fry. Standing in the skiffs headbeams. Daring him to run her
     over.

     Eye-lock.

     Riddick opens the hatch.


     EXT. SKIFF - NIGHT

     They meet at opposite ends of the gangway -- Fry in the rain,
     Riddick in the light.

                              RIDDICK
               Strong survival instinct. Admire that in
               a woman.

                              FRY
               You're not leaving. Not until we go back
               for the others.

     He laughs at that.

                              FRY (CONT'D)
               I promised them we'd go back with more
               light. And that's exactly what we're
               gonna do..

                              RIDDICK
               Think you've mistaken me for somebody who
               gives a fuck.

                              FRY
               What, you're afraid?

                              RIDDICK
               Confusin' me with Johns now -- fear was
               his monkey. I only deal in life and
               death. All that stuff in between? Some
               shade of grey my eyes don't see.

                              FRY
               I trusted you, Riddick. Goddamn, I
               trusted that some part of you wanted to
               rejoin the human race.

                              RIDDICK
               Truthfully? I wouldn't know how.

     Fry realizes it's impossible to shame a shameless man. With
     desperation edging her voice:

                              FRY
               Then wait for me. I'll go back myself.
               Just give me more light for them.

     He tosses her a light. The broken one.

                              FRY
               Just come with me!

                              RIDDICK
               Got a better idea. Come with me.

     Fry's mouth moves but nothing comes out.

                              RIDDICK (CONT'D)
               They're already dead. Get on board.

                              FRY
               You're fuckin' with me. I know you are.

                              RIDDICK
               'Course I am -- but doesn't mean I won't
               leave you here. If you believe anything
               about me, better be that.

                              FRY
               No, you see, I promised them...I have
               to...I have to go and....

     She's bleeding resolve. Riddick can see it -- can smell it --
     and he keeps slashing away.

                              RIDDICK
               Step aboard, Carolyn.

                              FRY
                         (tortured)
               I can't....I can't....

                              RIDDICK
                         (approaching, extending
                          a hand)
               Here. Make it easy on you.

                              FRY
               Don't do this to me....

                              RIDDICK
               Just give me your hand.

                              FRY
               But they...they could still be....

                              RIDDICK
               No one's gonna blame you. C'mon. Take my
               hand and save yourself, Carolyn.

     A beat. She takes his hand -- and jerks him down the gangway.
     They sprawl through mud. She gets a knee on his neck.

                              FRY
               I will not give up on them! I Will not
               leave anyone on this rock with those
               fucking things, even if it means --

     In a blur, Riddick rolls and slaps a shiv on her neck. Is
     history repeating itself? Riddick's face, though, is strangely
     calm. Curious. Even gentle.

                              RIDDICK
               You'd die for them?

                              FRY
               I would try for them.

                              RIDDICK
               You barely know them.

                              FRY
               But I'm human. I know you view that as a
               weakness, but I'm sorry -- I do feel fear,
               theirs too. Goddamnit, Riddick -- yes.
               I would die for them.


     EXT. CREVICE - THE GAUNTLET - NIGHT

     MORE SCRABBLING at the shield. Imam cocks his blade back, ready
     to do battle with...

     Fry. She heaves the shield aside. Behind her, Riddick.

                              AUDREY
                         (big-eyed)
               You came for us....

                              RIDDICK
               Yeah, yeah -- we're all fuckin' amazed.
               Anyone not ready for this?


     EXT. THE GAUNTLET - NIGHT

     Protected by the meager light of two glow-worm bottles, the four
     remaining survivors head out.

                              RIDDICK
               Tighter, tighter....


     EXT. MUDDY RISE - THE GAUNTLET - NIGHT

                              RIDDICK
               Stop.

     They pile up awkwardly. Fry listens hard. Only RAINFALL.

                              FRY
               I don't hear --

     He covers her mouth.

     RIDDICK'S POV: Water has pooled at the base of the muddy rise.
     A predator drinks there.

                              RIDDICK
                         (on his breath)
               Doesn't see us...wait for it to leave....

     RIDDICK'S POV: Another predator lands to drink. Then another.
     Their backs are to us, but the pool is turning into a major
     gathering place.

     Soon they all can hear CLICKING above the RAIN. Their nightmare
     is far from over.

                              RIDDICK
               Get behind me.

     RIDDICK'S POV: Of a half-dozen predators shifting places at the
     pool. A slim gap appears.

                              RIDDICK
               When I go, we go. Full-throttle.

     CLOSE on their hands, gripping each other.

                              RIDDICK
               Ready...ready....

     RIDDICK'S POV: The gap between predators widens into a passage.
     A gauntlet within a gauntlet.

     Riddick runs. Linked like paper dolls, the others follow blindly.

     RIDDICK'S POV: Of a predator turning to "stare" over its
     shoulder.

     PREDATOR'S POV: Of Riddick bearing down fast.

     The survivors hit the water like lawn mowers on legs, crashing
     through, scattering water and predators alike, managing to
     reach...

     The muddy rise. Audrey loses her grip on the others...

     And starts back-sliding. She CRIES OUT, turning the head of...

     Riddick. He catches Audrey as her legs hit the pool. He muscles
     her back up the rise and heaves her over the top, sending her
     slip-sliding down the other side.

                              RIDDICK
               You know the way!

     Not waiting for him, Fry and Imam disappear over the rise.

     RIDDICK'S POV: Of the predators. Regrouping. Crawling up the
     rise at us.


     EXT. NIGHT

     Fry, Imam, and Audrey run hard, glow-worm lights bouncing wildly.

     RIDDICK'S POV: Chasing them.

     PREDATOR'S POV: Chasing Riddick.


     EXT. SETTLEMENT - NIGHT

     Fry, Imam, and Audrey reach the settlement. They spill around a
     corner and see...

     The light of the skiff.


     EXT. SETTLEMENT - NIGHT

     RIDDICK'S POV: Ahead of us, we see Fry, Imam, and Audrey
     vanishing around the corner. BREATHING LIKE A RACEHORSE, we
     follow in their steps, storming around the same corner. Suddenly
     a predator is right there, right in our face.

     PREDATOR'S POV: Of Riddick skidding to a stop. He snaps a look
     up.

     RIDDICK'S POV: Of another predator perched gargoyle-like on the
     building. It SPEED-CLICKS at us.

     PREDATOR'S POV: Of Riddick slowly pulling two shivs. Bracing
     himself. Ready to blade it out.


     EXT. SKIFF - NIGHT

     Imam and Audrey stagger aboard. Safe in the light of the
     headbeams, Fry turns back, panting, waiting.

     Waiting.

                              IMAM
               Captain....

     He wants her to board the skiff. Fry gives it another beat, eyes
     sweeping the dark rain. And just when we think it's over for
     Riddick -- TERRIBLE SCREAMS are heard from both man and predator:
     There's a helluva fight going on out there. Close out there.

     Fry snatches the glow-worms off Imam's neck...

     And plunges into the darkness, homing in on the SOUNDS until...

     A blade flashes in her face. She ducks and spots...

     Riddick. Bloody, muddy, he's down on his knees, still trying to
     fight off the shadow-beasts that swirl and slash all around him.
     Around them both.

                              FRY
               It's me, it's me, it's me!

     She gets the light around his neck. Now we see his face
     clearly -- and see a very human expression there: Fear. Fry
     grabs his armpits and tries to pull him up.

                              FRY
               C'mon, Riddick -- said I'd die for them,
               not you.

     He gets his feet under him. Gripping each other, they start
     moving, turning like dancers in a macabre waltz, hoping the
     predators can't fix on Riddick's blood.

                              FRY
               Just 10 steps...keep turning, keep
               turning...that's right...others're already
               'board, waitin' for us right now...five
               steps...c'mon, almost there, Riddick...
               almost there...we're almost --

     Something jolts them. ALL CLICKING STOPS.

     EXTREME CLOSEUPS: Searching each other's eyes. Someone just got
     slashed from behind, slashed bad. But who?

                              RIDDICK
               Not for me....

     In an eyeblink she's gone, ripped from his arms. There was no
     scream. No cry. No final words. Just...

     Blackness.


     EXT. PLANET'S ORBIT - NIGHT

     Out of the blackness, a spot of fire races toward us. It
     resolves into the skiff, fabric wings burning off as it hits
     escape velocity.


     INT. SKIFF - NIGHT

     CLOSE on a bloody hand. It toggles through nav-charts, plots a
     rendezvous with "Sol-Track 17B" shipping lane.

     In the cockpit, Riddick finds Audrey beside him. She stares
     hypnotically at the stars ahead.

                              RIDDICK
               Probably okay to talk to me now.

                              AUDREY
               Not sure where to go. I was just runnin'
               away when this whole thing started.
                         (a beat)
               Where you goin'?

                              RIDDICK
               Not sure. I was just runnin' away when
               this whole thing....

     Interior smiles. Stars sweep the windscreen as the skiff makes
     a course-correction. One very bright star comes into view.

                              RIDDICK
               Might interest you....

     Imam moves forward. Seeing, his face lifts.

                              IMAM
               New Mecca....

                              RIDDICK
               Think a soul could get lost there? With
               all those pilgrim-types?

                              IMAM
               It's more a place where souls are found,
               Mr. Riddick.

     As Riddick ponders the possibilities, we CUT TO...


     EXT. PLANET'S ORBIT - NEW DAWN

     The first sun flares out from behind the eclipsing planet. Its
     light feels cleansing. Renewing. Life-giving.

                                                            FADE OUT