LEGION

 

         
                                Written by
          
                        Peter Schink & Scott Stewart

          

          

                                          10.31.07 Final Draft
          

          TITLE OVER BLACK

          

          
          "Come, ye children, listen to me.   I will teach you
          the fear of the LORD."

          

          

                                        PSALM 34:11

          

          THE MOJAVE DESERT - DUSK
          Vast.    Barren.   No signs of life.
          A BLOOD RED SUN is sinking behind the distant mountains.    The
          unbearable heat will soon become an unbearable cold.
          A YOUNG WOMAN'S VOICE.    Solemn.   Weary.   Determined.

                                WOMAN'S VOICE
                      When I was a little girl, my mother
                      would remind me each night before
                      bed to be sure to open my heart to
                      God, for he was kind, merciful and
                      just. Things changed after my
                      father left a few years later,
                      leaving her to raise me and my
                      brothers alone in a little place
                      out on the edge of the Mojave
                      Desert. She never talked about a
                      kind and merciful God again.
                      Instead she spoke of a prophecy.
                      Of a time when all the world would
                      be covered in darkness and the fate
                      of Mankind would be decided. One
                      night I finally got up the courage
                      to ask my mother why God had
                      changed, why was he mad at his
                      children. "I don't know," she
                      said, tucking the covers around me,
                      "I guess he just got tired of all
                      the bullshit."
          And with these words the last trace of sunlight is SNUFFED
          OUT, leaving us in:

          DARKNESS...
          A darkness filled with the sounds of SIRENS, GLASS
          SHATTERING, SPORADIC GUNFIRE...a CITY FALLING INTO CHAOS.
          TITLE:   "Los Angeles, December 23rd - 1:02 a.m."

          

          A BLOOD RED MOON
          reflected in a greasy puddle of water. Might just be the
          smog that's making it that ominous color. Then we notice
          something moving in the reflection. A dark shape, growing,
          coming down at us fast. Beat...then WHAM!

          TWO BLACK BOOTS
          land hard in the water...and we're in:

          

                                                                      2.

          

          

          

          EXT. AN ALLEY WAY - LATE NIGHT

          A DARK FIGURE in a tattered trench coat tumbles onto the
          pavement, hands out to slow the impact. A beat then slowly
          he climbs to his feet, recovering from what seems to have
          been quite a fall. He has chiseled features, shaved head,
          deep-set eyes. Looks like he's been through one hell of a
          fight.
          His name, we will come to know, is MICHAEL.
          He quickly checks out his surroundings, nothing but brick
          walls above him. Where'd this guy jump from?
          A RUMBLE of thunder...then RAIN starts to hammer down.   Seems
          to motivate him.
          Michael pulls his overcoat tight around his body and dashes
          toward the mouth of the alley. He reaches the STREET just in
          time to see a FLEET OF POLICE CARS tearing around the corner,
          SIRENS WAILING, heading this way.
          He reels back into the alley way, ducks down behind a trash
          dumpster, as the BLUE AND RED LIGHTS of the POLICE CARS whip
          past.
          Michael waits for the lights to disappear, then he pulls a
          MASSIVE ORNATE KNIFE from his jacket. Considers it grimly.
          Runs his finger along its edge. Blood beads up. Razor
          sharp.
          Michael begins to peel off his overcoat, revealing his bare
          chest underneath...and skin literally covered with DARK
          TATOOS. Hard to see what they are in this light.
          As his coat falls to the ground, we DRIFT over to the BRICK
          WALL behind him where we see MICHAEL'S SHADOW crouch over,
          and then...

          ...TWO LARGE SHAPES UNFOLD FROM HIS BACK, STRETCHING UP INTO

          WHAT ARE UNMISTAKABLY...THE SHADOW OF WINGS.
          The RAIN POUNDS harder, as if punishment from the heavens.
          The glint of the KNIFE coming down fast.

          A HORRENDOUS SOUND OF FLESH TEARING AWAY FROM BONE...

          ...THE BLOODY KNIFE CLATTERING TO THE PAVEMENT...

          ...FOLLOWED BY MICHAEL'S UNGODLY SCREAM RISING UP FROM THE
          ALLEY WAY. And then SILENCE...

          CLOSE ON THE GUTTER, AS BLOOD BEGINS TO FLOW FREELY, MIXING,

          SWIRLING WITH THE RAIN...

          

                                                                     3.

          

          

          

          EXT. CITY STREET - A SHORT WHILE LATER

          Michael, face tight with pain, trench coat back on, steps out
          of the alley, stares with determination at a dark storefront
          across the street.

          "GUN & SPORT WORLD"

          

          INT. GUN & SPORT WORLD - A SHORT WHILE LATER

          Cavernous. A Costco for survivalists.    Quiet except for the
          sound of RAIN, then...
          SMASH! Michael drops down through one of the skylights in a
          shower of glass.

          

          INT. GUN & SPORT WORLD - BATHROOM - MOMENTS LATER

          Michael bursts in. Tosses a first-aid kit into the sink.
          His trench coat falls to the floor and here in the
          fluorescent light, we get a better look at him.
          His thin but stunningly well muscled body is TATTOOED
          shoulder to ankle with INTRICATE WRITING. The man's flesh is
          a living book. But the writing is in no language we
          recognize.
          He turns his back to the mirror, revealing two HORRIFICALLY
          OPEN WOUNDS running down between both shoulder blades.

          FRESH. BLOODY.
          He threads a needle not with thread, but with FISHING WIRE,
          and begins to STITCH the wounds closed. BLOOD POOLS on the
          cement floor around his feet.

          

          INT. GUN & SPORT WORLD - MOMENTS LATER

          Trench coat and a shirt back on, Michael races along the
          ENDLESS RACKS OF GUNS, searching for just the right weapons,
          his every movement precise, as if he's trained his whole life
          for this.
          Weapon after ferocious weapon gets tossed into rifle bags.
          Whatever this guy's preparing for, it's big.
          Rifle bags filled, Michael heads for the exit.   Stops cold.
          The place is locked up tight.   Metal gate over the front
          doors, bars over the windows.   How the hell's he going to get
          out of here?

          

                                                                         4.

          

          

          

          INT. LAPD SQUAD CAR - DRIVING - SAME

          Two COPS, world weary, cruise through downtown. That's
          BURTON behind the wheel, ESTEVEZ riding shotgun.
          The POLICE RADIO is ABUZZ WITH ACTIVITY.      Busy night.
          Burton stares out at the city's rain soaked denizens with a
          deep hatred, the shadows looming in doorways, the
          streetwalkers.

                              BURTON
                    Goddamn' animals. Nights like this
                    I wish I could take a match to this
                    city just so I could watch all
                    these motherfuckers burn.

                              ESTEVEZ

                        (LAUGHS)
                    A good ol' boy barbecue, huh?
          Burton doesn't even smile.       He's dead fucking serious.

                              BURTON
                    A fresh start. That's what this
                    place needs.
          He holds his finger up like a pistol. Aims it at the people
          they pass, picking them off one by one.

                                  BURTON
                    Pow!   Pow!     Pow!
          Now Burton laughs, a dark, mean laugh.      Estevez eyes his
          partner, wary.

                              ESTEVEZ
                    Jesus... You know Burton, I'm so
                    happy we get to share beautiful
                    moments like this. They really
                    brighten my da--
          KABOOM! Through the WINDSHIELD, we see a storefront EXPLODE
          just ahead, raining fiery debris onto the squad car.
          Burton slams on the breaks and the cops look up just in time
          to see...

          

          EXT. GUN & SPORT WORLD - CONTINUOUS

          Michael, bulging rifle bags in each hand, stepping brazenly
          out of the GAPING HOLE he's blown in the front of the store.

          

                                                                      5.

          

          

                              ESTEVEZ (O.S.)
                    Freeze!
          Estevez and Burton are already out of the squad car,
          crouching behind the open doors, GUNS trained on Michael.

                              ESTEVEZ
                    Drop the bags! Hands on your head!
          In the distance, the POP-POP of GUNFIRE. The POLICE RADIO
          CRACKLES with URGENT CHATTER. MANY VOICES TALKING AT ONCE.
          "Shots fired...Code Three...Officer down!"
          The cops shift about nervously, trying to stay focused.

                              MICHAEL
                        (sensing their unease:)
                    It's starting. There isn't much
                    time.
          The cops shoot a quick, anxious glance at each other -- "what
          the hell?" -- then they turn back to Michael.

                              BURTON
                    Shut the fuck up and drop the bags
                    now!
          Michael lets the gun bags hit the ground.

                              ESTEVEZ
                    Hands on your head!    On your head!
          Michael slowly places his palms on his skull.

                              BURTON
                    Turn around! Turn the fuck around!
          Michael slowly turns around.    Calm.
          Estevez rushes in to restrain Michael, grabbing his wrist,
          FINGERS TIGHTENING. Michael closes his eyes, a terrible
          decision made.
          And that's when he moves, a fucking blur!
          In an instant Michael's broken the cop's arm, spinning him
          helplessly around, turning him into a human shield. Now it's
          Michael who's in charge, gun to Estevez's head, facing off
          with Burton.
          Burton struggles to find a shot, can't.

                              BURTON
                    Let `em go!

          

                                                                     6.

          

          

                              ESTEVEZ
                    Take the shot, Burton!

                              BURTON
                    I said let `em fuckin' g-g-g-g--
          Suddenly Burton starts to SHAKE, the words stuck in his
          throat like a skipping record.

                               ESTEVEZ
                    Burton!?
          THE STREET LAMPS BEGIN TO FLICKER AND STROBE, adding to the
          confusion.
          Burton squeezes his eyes shut in pain, his WHOLE BODY
          QUAKING, heels CLICKING the pavement, as if some massive
          pressure were building inside him.
          And with the horrific sound of CRACKING BONES, BURTON'S MOUTH

          BEGINS TO TWIST INTO AN IMPOSSIBLY WIDE SMILE LIKE A BIZARRE

          CLOWN!
          His eyes SNAP OPEN, focused, the force inside him now fully
          in control.
          Burton looks at Michael with calm recognition, his voice
          GUTTURAL..INHUMAN. A man possessed.

                              BURTON
                    What are you doing, Michael?   These
                    weren't your orders.
          Estevez looks at his partner with confusion.

                              ESTEVEZ
                    What did you say?
          Michael, however, seems to know exactly who he's talking to.

                              MICHAEL
                    I'm following my own orders now.

                              BURTON
                    Then you will die along with the
                    child.

                              ESTEVEZ
                    Burton, you fuckin' know this guy?!
          BLAM! Burton shoots his partner in the head. Estevez drops,
          leaving Michael without cover. Burton re-aims, but Michael's
          faster, already FIRING back.
          Bullets rip up the concrete. SMASH!   The squad car window
          SHATTERS, Burton's chest EXPLODING!

          

                                                                    7.

          

          
          And down he GOES, leaving Michael the only one left standing.
          Smoke rising from his gun.
          With soldier-like efficiency, Michael picks up the rifle bags
          and begins to load them into the trunk of the squad car.
          He gets in the car and FLOORS IT, ROARING AWAY, as the
          FLICKERING STREET LAMPS FINALLY GO OUT IN RAPID SUCCESSION, a
          wave chasing him, PLUNGING THE ENTIRE CITY INTO DARKNESS...

                                                        SMASH CUT TO:

          

          JEEP HANSON (LATE TEENS)
          Bolts awake.   Breathing hard.   Covered with sweat.

          

          INT. JEEP'S ROOM - JUST BEFORE DAWN

          Jeep switches on a lamp, illuminating this incredibly cramped
          bedroom. Not much larger than the bed itself. He's got
          shaggy hair, a sensitive face, clearly not big on sunlight.

          

          EXT. DESERT - PRE-DAWN

          A couple of ancient SILVERSTREAM TRAILERS are bathed in the
          eerie blue light of night's final moments. It looks like the
          trailers haven't moved from this patch of barren ground in
          decades. A single strand of colored Christmas lights dot the
          trailers roof lines, marking the season.
          One of the trailer doors CREAKS open and Jeep steps wearily
          out into the cool western morning. Home.
          Nothing but desert for miles in all directions, save for a
          two lane HIGHWAY and a weather beaten TRUCK STOP DINER that
          Jeep and his father will open for business in a few hours.
          Jeep gazes up to the diner's slanted roof where a large sign
          glows like a beacon in the darkness:

          "PARADISE FALLS GAS `N' GRUB"
          A beat as Jeep contemplates the sign.

                              CHARLIE (O.S.)
                    You okay, Jeep?
          Jeep turns to see CHARLIE, a very pregnant girl of about
          twenty, standing in the trailer doorway, rubbing the sleep
          from her eyes. Even with the trailer-trash veneer, she's
          strikingly beautiful.

          

                                                                8.

          

          

                              JEEP
                    Sorry to wake you, Charlie.

                              CHARLIE
                        (stepping out of the
                         trailer, hands on her

                         BELLY)
                    Wasn't you. He's been kickin' up a
                    storm all night. Must know
                    somethin' I don't.
          She approaches Jeep.   Sees the strain in his eyes.

                              CHARLIE
                    Another bad dream?
          He struggles for a moment, nods.

                               CHARLIE
                    It's just stress, Jeep, that's all.
                    You do too much worryin'. About
                    this place. About your dad.

                        (BEAT)
                    About me...
          A glimmer of a smile crosses Jeep's face.

                              JEEP
                    You're the only thing I like
                    worrying about.

                              CHARLIE
                    See what I mean? You're worried
                    about a girl eight months pregnant
                    and it isn't even your baby. Now
                    that's enough to give anybody
                    nightmares.
          Jeep turns away, dejected.

                              JEEP
                    Go ahead, make fun of me.
                    Everybody else does.

                              CHARLIE
                        (turns him back around)
                    C'mon, I was only kiddin'. You
                    know how much I appreciate
                    everything you and Bob are doing
                    for me, but a month from now, this
                    baby'll have a new family and I'll
                    have to start thinkin' about what
                    the hell I'm doin' with my life.
          This is not news Jeep wants to hear.

          

                                                                      9.

          

          

                              JEEP
                    So you're still going through with
                    it...?

                              CHARLIE
                    Jeep, I'm not ready to be a mama.
                    Christ, I can barely take care of
                    myself as it is.

                              JEEP
                    I could help you. We could do it
                    together, you know? I want to.
          Charlie smiles sadly at him, touched by his sweetness, but
          this just isn't where she's at.

                              CHARLIE
                    You gotta stop carryin' the weight
                    of the world on your shoulders.
          Jeep nods, tries to hide the fact that he's dying inside.

                              CHARLIE
                        (rubbing her arms)
                    Now can we go back in? I'm
                    freezing my ass off out here.

                               JEEP
                    Go on.   I'll be right there.
          Charlie kisses him on the cheek and heads back to the
          trailer. He watches her, longing in his eyes. With the
          clank of the door, she's gone.
          And over Jeep's troubled look, the perennial holiday cheer of
          FRANK CAPRA'S "IT'S A WONDERFUL LIFE" MIXES up.

                              JIMMY STEWART (V.O.)
                    I don't know whether I like it very
                    much being seen around with an
                    angel without any wings.

                                                            CUT TO:

          

          IT'S A WONDERFUL LIFE PLAYING ON A CRUMMY TV
          Jimmy Stewart as George Bailey has just met Clarence, his
          guardian angel-in-training. The signal ROLLS and SNOWS in
          and out. We hear a WHACK, which causes the image to
          momentarily improve and then slowly roll back the other way.

                              CLARENCE (ON TV)
                    Oh, I've got to earn them and
                    you'll help me, won't you?

          

                                                                  10.

          

          

          

          INT. PARADISE FALLS GAS `N' GRUB - DAY

          BOB HANSEN (late 40's), owner and proprietor of this fine
          roadside establishment, attempts to fix the old TV hanging in
          the corner above the counter by banging the shit out it.
          The restaurant itself has the kind of grungy diner charm
          you'd hope to find in a place last renovated in 1963. An old
          plastic Christmas tree strung with flickering lights and
          tinsel occupies a lonely corner. Next to that, a faded
          diorama of the NATIVITY SCENE. The kind you might order off
          the Shopping Network.
          Bob considers the TV with a frown. He deftly rolls an
          ENGRAVED SILVER ZIPPO back and forth over the nicotine
          stained fingers of his right hand. Must be a nervous habit.
          You can tell just by looking at the man that he's a beer
          drinker.
          Behind the counter, a black man named PERCY WALKER (60's) is
          cooking up a storm on the grill with spectacular one-handed
          dexterity. You do get pretty good at this sort of thing when
          your other hand has long been replaced by a METAL HOOK.   The
          dog tags around his neck tell the story. His white cook's
          hat has been temporarily replaced by a red Santa hat.

                              PERCY
                    Lord as my witness, Bob, one of
                    these days that thing's gonna hit
                    you back.

          WHACK!

                              BOB
                    Whaddya talkin' about, Percy? We
                    got a special relationship here.

          WHACK!

                              PERCY
                    Yeah, they got names for that kind
                    a relationship.
          The JUKEBOX on the other side of the diner starts up with the
          MERLE HAGGARD tune "I'M A LONESOME FUGITIVE".
          A stunning looking sixteen-year-old GIRL with dyed-black hair
          and a piercing or three, is leaning seductively over the
          jukebox, swaying gently to the music. The headband doubling
          as her mini-skirt reveals her knock-out figure in a way that
          really doesn't leave much up to the imagination. She's a
          billboard of rebellion.

                              SANDRA (O.S.)
                    It's disgusting.

          

                                                                  11.

          

          

                              HOWARD (O.S.)
                    You're right. It is disgusting.
          Watching the scintillating action from a booth across the
          diner is a conservatively dressed SUBURBAN COUPLE. SANDRA
          and HOWARD ANDERSON. Fish out of water.

                              SANDRA
                    Really, how can she go out in
                    public wearing that?

                              HOWARD
                    I don't know. Why don't we just
                    ask her?

                              SANDRA
                    Howard, don't. You'll embarrass
                    me.

                              HOWARD
                        (shouting across the

                         DINER)
                    Audrey, honey? Your mother was
                    wondering if you got dressed this
                    morning with the specific intention
                    of showing your ass off to the
                    entire world?
          The girl who we now know as AUDREY ANDERSON turns to Howard
          with a caustic smile.

                               AUDREY
                    Yeah, that's cuz I woke up hoping
                    to get double teamed by a couple of
                    meth head truckers in the bathroom
                    of some desert shithole.

                        (BEAT)
                    Good thing we stopped here.
          And with that she turns back to the jukebox. Percy watches
          the exchange discreetly from behind the counter. Loving it.
          Howard turns back to his wife.   Rigid smile.

                              HOWARD
                    I feel satisfied with that answer.
                    I really do.
          Sandra buries her face in her hands.

                              SANDRA
                    I'm being punished for something, I
                    know it.

          

                                                                    12.

          

          
          Across the diner, Audrey goes back to swaying dreamily to the
          music, which is suddenly overtaken by BASS BUMPIN' HIP-HOP.

                                                              CUT TO:

          

          DRIFTING OVER A VAST EXPANSE OF WESTERN DESERT
          The noontime sun bakes the strip of highway slicing through
          this barren country.
          A BLACK CADILLAC ESCALADE blazes a path.   HEAVY BEATS thunder
          from within.

          

          INT. ESCALADE - DRIVING - CONTINUOUS

          The stereo in this rig could shake mountains. KYLE WILLIAMS
          (late 20's) handsome as hell, thug style. A straight up bad
          boy.
          He passes a weathered road sign:

          "ENTERING PARADISE FALLS, NEXT SERVICES 50 MILES"
          Kyle's expression says this is not good news.
          He grabs his cell phone off the passenger seat.   No signal.

                              KYLE
                    Shit...
          He spots the truck stop diner just up the road ahead...

          

          EXT. PARADISE FALLS GAS `N' GRUB - CONTINUOUS

          The Escalade pulls off the highway and rolls to a stop at the
          lonely row of old gas pumps.
          Kyle gets out and surveys the scenery with dismay. Now in
          the daytime we see this is truly a place time forgot.
          Attached to the diner is a MECHANIC'S BAY. Grease stains and
          rusty car parts litter the ground. Behind the place is the
          SILVERSTREAM TRAILER we saw Jeep step out of earlier.
          The only thing here that looks fairly new is the UHAUL TRUCK
          parked in front of the garage with its hood up.
          Kyle grabs a crumpled hand drawn map from the front seat and
          flattens it out on the roof of the car. He spins it around.
          Which way is north?

          

                                                                   13.

          

          

                               KYLE
                    Darren, your fuckin' directions
                    suck, man.
          He checks his cell phone again. No chance of a signal way
          out here. So he shuffles around to the side of the diner in
          search of a pay phone.
          The good news is that he finds one.   The bad news is that
          it's been broken for ten years.
          Leaning next to the broken phone, however, is Charlie wearing
          a shabby, faded WAITRESS uniform stretched tight around her
          very pregnant belly. Adding to her perfect mother-to-be look
          is that cigarette dangling from her lips. The plastic name
          tag pinned to her chest says "CHARLIE".

                              KYLE
                    Hey...
          She eyes him, mildly intrigued, takes a drag.

                              KYLE
                    You know that shit right there
                    ain't good for the baby.
          She lets out a long slow exhale.

                              CHARLIE
                    Guess I should think `bout quittin'
                    then.

                              KYLE
                    Now hold on, girl, let me bum one
                    before you do.

                              CHARLIE
                    You can buy a whole pack inside.

                              KYLE
                    Tell ya what. You let me have one
                    of yours, and I'll give you two
                    from the new pack you're gonna sell
                    me.
          She considers him for a moment, then pulls out a cigarette.
          Lights it off the end of hers then hands it to him. Kyle
          takes a drag, pulls out his crumpled map.

                              KYLE
                    Am I in the right place?

                              CHARLIE
                        (peers at the map)
                    Only if nowhere's right, `cause
                    that's where you are.

          

                                                                    14.

          

          

                              KYLE
                    Sonuvabitch. There another phone
                    around here? You know, one that
                    works?

                              CHARLIE
                    Bob'll probably let you use the
                    diner phone if you ask him real
                    nice...And pay `im somethin'.

                              KYLE
                    I can handle that.   You got
                    pancakes here?

                              CHARLIE
                    Yeah, we got a buttermilk stack for
                    three seventy-five. We also got
                    french toast for four dollars if
                    you're into that. I personally
                    like the pancakes though.

                              JEEP (O.S.)
                    You okay, Charlie?
          They both turn to see Jeep behind the diner, wearing
          mechanic's coveralls and holding a DUSTY OLD CRIB. Charlie
          quickly hides her cigarette behind her back. Busted.

                              CHARLIE
                    Yeah, I'm okay. This guy's just
                    lost.
          Jeep nods, uncertain, eyes Kyle another moment, then he
          shuffles along out of sight. Charlie brings the cigarette
          back up to her lips. An awkward beat.

                              KYLE
                    Three seventy-five, huh?

          

          INT. PARADISE FALLS GAS `N' GRUB - DAY

          The DOOR JINGLES.   Charlie and Kyle enter.
          Audrey's eyes light up when she sees Kyle. He notices her as
          well. How couldn't he? She's directing every ounce of sex
          appeal she has in his direction.
          Her parents, on the other hand, shoot a look of utter fear in
          Kyle's direction, as if he personified their worst suburban
          nightmare.
          Charlie heads to the register. Digs out a fresh pack of
          smokes from underneath the counter.

          

                                                                 15.

          

          

                              CHARLIE
                    I hope Salem Lights are okay,
                    `cause that's all we got left.

                              KYLE
                    If I can smoke `em, I'll take `em.

                              BOB (O.S.)
                    Where ya been, Charlie?
          Bob steps off the chair.

                              BOB
                    This ain't a resort you know.    I
                    got orders stacking up here.
          In truth there aren't any orders stacking up, but it
          certainly makes Bob feel better to say it.

                              BOB
                        (sees the two cigarettes
                         Kyle's handing her)
                    You best not be smokin' again.    Not
                    in your condition.

                              CHARLIE
                        (gestures to the diner)
                    Bob, do you see where am I right
                    now? Can my condition really get
                    any worse? `Sides, you ain't one
                    to talk.

                               BOB
                    What?   I quit two years ago.

                              CHARLIE
                    Yeah, so why you still carryin'
                    that fancy lighter `round for?

                              BOB
                    It was a gift from my ex-wife,
                    alright? I'm sentimental. I don't
                    wanna forget how much I hate her
                    guts.

                               KYLE
                    Hey man?
          Bob turns to Kyle.   Doesn't like what he sees.

                              KYLE
                    Can I use your phone? My cell
                    doesn't get a signal out here and
                    the pay phone outside is busted.
          Bob is about to respond when:

          

                                                                  16.

          

          

                              HOWARD (O.S.)
                    Excuse me...?
          Howard approaches, oblivious to the conversation he's
          interrupting.

                               HOWARD
                    Any news about when our truck might
                    be fixed? You said your boy would
                    have us on the road two hours ago.
                    The rate we're going, we'll be
                    lucky to make it to Scottsdale by
                    Christmas.
          Bob's expression darkens at this news.

                              BOB
                    Goddamn it. Where the hell is
                    Jeep?

                                                             CUT TO:

          

          A GRIMY PIECE OF WOOD
          A cloth wipes away the dirt, revealing the partial image of
          an ANGEL carved into the surface.

          

          INT. MECHANIC'S BAY - CONTINUOUS

          Jeep is carefully cleaning the old wooden crib on a
          workbench. There's an unsettling intensity in his eyes, as
          if fear itself were driving him.

                              BOB (O.S.)
                    Hey, Leonardo...!
          Jeep freezes, knows he's in trouble He reluctantly turns to
          see his father standing next to the Anderson's broken-down
          Uhual.

                              BOB
                    The fact that this truck's hood's
                    up mean anything to you?
          Jeep stares at the ground.   Couldn't be anymore
          uncomfortable.

                              JEEP
                    Yeah...

                              BOB
                        (approaches, peering past
                         him to the crib)

                              (MORE)

          

                                                                 17.

          
                              BOB (cont'd)
                    Whaddya workin' on that's so
                    goddamn important you're not doin'
                    your job?

                                 JEEP
                    Nothin'...
          Jeep tries feebly to block his path, fails.
          Bob looks down at the crib with dismay.

                              JEEP
                    Found it under a bunch of stuff in
                    the storage shed. I know you never
                    like to throw anything away...
          Bob considers him, softens.

                              BOB
                    Whaddya doin'?

                                 JEEP
                    What...?

                              BOB
                    Jeep, I like Charlie. I do. And I
                    think it's real good of you to lend
                    her a helping hand, but she is not
                    your responsibility.

                              JEEP
                        (heard this before, pushes
                         past him)
                    Oh whatever, leave me alone.

                              BOB
                    Don't walk away from me while I'm
                    talkin' to you!

          

          EXT. PARADISE GAS `N' GRUB - CONTINUOUS

          Jeep walks out toward the gas pumps, but Bob's right
          alongside him, not giving up.

                              BOB
                    How long you gonna follow her
                    around like a puppy dog? Cleanin'
                    up the messes she makes while she
                    steps out with every guy around
                    here other than you?!
          Jeep stiffens.   Turns to his father:

                              JEEP
                    Don't say that about her!     She's
                    not like that!

          

                                                          18.

          

          
          Bob gives Jeep a hard stare.    Yeah, she is.

                              BOB
                    You really think she's gonna stick
                    around here after that baby's born
                    and off her hands?
          Jeeps shakes his head, burns.

                              JEEP
                    Look, I know it doesn't make any
                    sense to you, but it's just
                    something I have to do.
          Bob sighs, feels for his boy.

                               BOB
                        (points up at the PARADISE
                          FALLS sign)
                    See that up there? Your mother
                    thought I was crazy for wanting to
                    buy this place, middle of
                    nowhere...But I just knew this was
                    what I was supposed to do. Told
                    your mom, "just wait." Told her
                    when they finally ran the freeway
                    through here like they were
                    plannin' on, this place would be
                    like Grand Central Station.

                        (BEAT)
                    But I was wrong. The freeway never
                    came and now the only people who
                    ever stop here are the ones who are
                    lost.

                        (BEAT)
                    And your mom? Well she got tired
                    of waitin'.

                              JEEP
                    C'mon Dad. You can't blame
                    yourself for what she did--

                               BOB
                    Yeah, I can. And I'm sayin' you're
                    about to make the same damn mistake
                    I made, believing in something
                    that's never gonna happen...Or
                    someone.

                        (BEAT)
                    It's time for you to move on from
                    this place, Jeep. I don't wanna
                    see you wake up one morning old and
                    pissed off, realizing you're lost
                    just like everybody else who stops
                    here.

          

                                                                     19.

          

          
          Jeep looks up at his father, his words hanging heavily.    A
          tough pill to swallow.

                              BOB
                    Now get to work on that truck. I
                    wanna have these people on the road
                    by nightfall.
          Bob walks back into the diner.
          Jeep is about to turn back to the garage when he notices
          something off in the distance.
          Ominous DARK CLOUDS line the horizon to the south like a
          living wall. He shifts his gaze up the highway to the north.
          Same thing. DARK CLOUDS are pushing their way over the
          distant mountains. A storm is coming.

          

          INT. PARADISE FALLS GAS `N' GRUB - SAME

          Bob reenters the diner to find Kyle sitting at the counter,
          digging into a plate of banana pancakes.
          Kyle is about to address him again, when something else
          steals Bob's attention.

                               BOB
                        (holding up a silencing

                         HAND)
                    Yeah, wait a minute.
          The TV has gone on the fritz again.   Only now the image is
          mostly snow.
          Bob climbs back onto the chair.   Faces the TV.

                              BOB
                    What's wrong with you today?

          WHACK!
          The image flickers but doesn't improve.

                              PERCY
                    I told you to get the satellite TV.
                    But you don't wanna listen.

                              BOB
                    What the hell do I need that crap
                    for?

                              PERCY
                    History Channel, man!

          

                                                                    20.

          

          

                              BOB
                    I got all the history I can take.

                              CHARLIE
                    That's for sure.

                              BOB
                    What's your problem now?

          WHACK!

                              CHARLIE
                    Where do I start?

                              BOB
                    You know this was the top-of-the-
                    line model when I bought it.

                              CHARLIE
                    Yeah, in the Fifties.

                              BOB
                    You shouldn't be watchin' anyways.
                        (rubs his hands together)
                    Okay, baby, this is gonna do it.
          Bob gives the TV one final wallop -- WHACK!
          And the picture snaps into FOCUS.    Only it isn't the picture
          he was expecting.
          The STARK GRAPHIC OF THE EMERGENCY BROADCASTING SYSTEM and
          its accompanying HOLLOW TONE fill the diner.
          Everybody in the place stops and turns to the TV.

                               BOB
                    See?   Clear as day.

                              PERCY
                    Nice work, Bob. What the hell's
                    that?

                              BOB
                    It's just one of those test things.
          That'd be true, except for the words at the bottom of the
          screen, which read:

          "THIS IS NOT A TEST"
          Bob switches the channels.    All the same.

                              CHARLIE
                    Don't look like a test.

          

                                                                      21.

          

          
          Bob steps off the chair and backs slowly away from the TV as
          if a little distance will bring some clarity. He bumps into
          Kyle.

                               KYLE
                     Yo, am I the Invisible
                     motherfuckin' Man here?    Do you
                     have a phone or not?
          Kyle peels a five dollar bill off a serious WAD OF CASH.
          That gets Bob's attention. Bob snaps the money out of his
          hand.

                               BOB
                     In the back past the kitchen.   Make
                     it fast.
          Kyle hustles passed Percy.
          Charlie is standing by the Anderson's table, clearing dishes.
          Everybody's eyes are locked on the TV.

                               SANDRA
                     If there's a real emergency aren't
                     they supposed to give us some
                     information about what to do?

                               HOWARD
                     I'm sure it's a mistake.

                               BOB
                     Hey, Percy, give that old radio of
                     yours a shot. Maybe they got some
                     news about the TV.
          Percy grabs an old battery powered radio off a kitchen shelf.
          Switches it on.
          STATIC.   He spins the dial until he reaches a clear signal.
          The same HOLLOW TONE of Emergency Broadcasting.   Station
          after station the same thing.
          The diner is overwhelmed by a chilling chorus of HOLLOW
          TONES. Everyone goes very still.

                               KYLE (V.O.)
                     Let me talk to him...

          

          INT. DINER - BACK OFFICE - SAME

          Kyle sits at a messy desk in this dark, wood paneled back
          office, phone to his ear.

          

                                                                  22.

          

          

                               KYLE (CONT'D)
                        (on phone)
                    Cuz a father should be able to talk
                    to his son, that's why. Now put
                    `im on the phone.
                        (a beat then a smile)
                    Is that my little man...? Yeah,
                    well I'm working hard, so that I
                    can be with you. You bein' good?
                        (strange STATIC can be

                          HEARD)
                    Wait... You're breakin' up.
                    Hello...?
                        (hangs up in frustration)
                    Shit!
          Kyle stews a beat, then picks up the phone to redial.
          Frowns. No dial tone.

                              KYLE
                    What the hell...
          He keeps trying.    Nothing.

                              HOWARD (V.O.)
                    Maybe there was an earthquake?

          

          INT. DINER - SAME

          Everyone is looking at Howard.

                               HOWARD
                    They keep sayin' we're overdue for
                    a big one.

                              PERCY
                    Lot a folks could be hurt.

                              BOB
                    Not if it was centered in the
                    desert.

                                HOWARD
                    Exactly.    Could be nothing to worry
                    about.

                              SANDRA
                    So then why's the TV out?

                              HOWARD
                    Maybe it just hit the relay
                    stations. Aren't those usually in
                    remote areas?

          

                                                            23.

          

          

                              BOB
                    Yeah, `cause of the radiation they
                    give off.

                              PERCY
                    There ain't no radiation comin'
                    from those things. Plus that don't
                    explain the radio being out too.
                    Some of those stations broadcast
                    over hundreds of miles. Any quake
                    that big and we would a felt it.

                              CHARLIE
                    Percy's right. I didn't feel
                    nothing.

                              AUDREY
                    Maybe it's a terrorist attack or
                    something...?

                              SANDRA
                        (covers her mouth)
                    Oh god...
          Everyone considers that grimly, then:

                              BOB
                    Well, for cryin' out loud. There's
                    no use in speculating. I'll just
                    call my brother up in Needles. He
                    must a heard something.

                              KYLE (O.S.)
                    I don't think so.
          Kyle has reappeared in the diner.

                              BOB
                    Whaddya talkin' about?

                              KYLE
                    Phone's dead. Just tried to make a
                    call.

                              BOB
                    You're shittin' me.
          Kyle shakes his head, sits down at the counter.

                              SANDRA
                    Oh, this is just great.

                              BOB
                    Relax, Mrs. Anderson. Nothing to
                    get excited about. Probably just
                    working on the lines.

                              (MORE)

          

                                                                   24.

          
                              BOB (cont'd)
                    Sides, I'm sure Jeep'll have your
                    truck fixed up quick as can be, and
                    then you'll be on your way.

          

          EXT. PARADISE FALLS GAS 'N' GRUB - SAME

          Jeep is buried under the Uhaul's hood, working at something
          with a socket wrench. It's not going well.

                               JEEP
                    Damn it!
          He pulls himself up. Grease covers his face and hands.       The
          sound of a CAR APPROACHING catches his attention.
          He watches as a beat up EIGHTIES CUTLASS SUPREME pulls off
          the highway and rolls to a stop at the pumps. It's a mystery
          how anyone could see through the LAYER OF DUST on that
          windshield.
          After a moment the car door pops open and the LEGS OF AN
          ELDERLY WOMAN swing down to the ground, followed by the metal
          frame and wheels of a walker.
          The LITTLE OLD LADY gets out of the car, steadies herself on
          the walker, and then slowly makes her way toward the diner
          with the rickety frailness of an old turtle. Jeep watches
          her disappear inside.
          He then looks toward the horizon again.   The WALL OF DARK
          CLOUDS are growing ever closer.

          

          INT. PARADISE FALLS GAS 'N' GRUB - CONTINUOUS

          A JINGLE as the old lady enters. She surveys the scene as if
          feasting on paradise. Maybe her eyes aren't so good.

                              CHARLIE
                    Have a seat wherever you want,
                    Ma'am. Specials are on the board.

                              OLD WOMAN
                    Thank you, dear.
          The old lady settles at a table across from the Andersons.
          She smiles at them pleasantly.
          Charlie is about to hand her a menu, when:

                              OLD WOMAN
                    Oh, I already know what I want.

                              CHARLIE
                    Okay, what'll it be?

          

                                                                    25.

          

          

                              OLD WOMAN
                    I'll have the steak, please.

                              CHARLIE
                    And how'd you like that cooked?

                              OLD WOMAN
                    Rare if you would. And water, no
                    ice.

                              CHARLIE
                    Coming right up.

                              OLD WOMAN
                    Charlie, is it?

                              CHARLIE
                    Yeah.

                              OLD WOMAN
                    What an unusual name for a girl.

                              CHARLIE
                    So they say. I'll be right back
                    with your water.
          The old lady turns to the Andersons.

                              OLD WOMAN
                    Hello, I'm Gladys. Gladys Foster.

                              SANDRA
                    Nice to meet you, Gladys. I'm
                    Sandra and this is my husband
                    Howard.

                              GLADYS
                    What a nice young couple you are.
                    What brings you out to these parts?

                              SANDRA
                    We're moving out to Scottsdale.
                    But our truck broke down, and so
                    we're stuck here while it's being
                    fixed.

                              GLADYS
                    Oh, what a nuisance.
          A FLY begins to buzz around Gladys's head.    She doesn't seem
          to notice it.

                              SANDRA
                    Say, Gladys, it seems the lines are
                    down around here. The phone and
                    TV, you know?

                              (MORE)

          

                                                                  26.

          
                              SANDRA (cont'd)
                    And I just was wondering if you
                    might have heard something on your
                    way up? You know, about what's
                    going on?
          Gladys smiles strangely.

                               GLADYS
                    Oh, don't worry yourself about
                    that, sweetheart. It'll all be
                    over soon.
          Sandra nods at the old woman, unsure of what to make of that
          response.
          The fly that was circling her head, now lands on GLADYS'S
          FACE. It crawls across her cheek without her reacting in the
          least.
          Howard and Sandra exchange looks.    Creepy.
          The door JINGLES and Jeep walks in. He heads straight for a
          quiet huddle with Bob. All the while though, he keeps one
          eye fixed on the old lady sitting at the table near the
          Andersons. Something about her...

                              JEEP
                    The carburetor's shot.    Don't know
                    why. Looks brand new.

                              BOB
                        (glances over at the

                         ANDERSONS)
                    Ah, shit. They're gonna be pissed.

                              JEEP
                    I could try to rebuild it, but it'd
                    take a while, and I don't think we
                    have all the parts. If we call
                    right now, we might be able to get
                    a new one down here tomorrow
                    morning.

                              BOB
                    That's not gonna happen.    Goddamn
                    phone's out.

                              JEEP
                    What?
          Across the diner, Charlie places a bloody red steak in front
          of Gladys.

                              GLADYS
                    Thank you, dear. How far along are
                    you?

          

                                                                    27.

          

          
          Charlie rests a hand on her belly.

                              CHARLIE
                    Just about there.

                              GLADYS
                    The father must be very proud.

                              CHARLIE
                    I wouldn't know.

                              GLADYS
                    You mean he's...

                              CHARLIE
                    Out of sight. Out of mind.

                                 GLADYS
                    Oh, I see.     So you're not married,
                    I take it?
          A fly lands on Gladys's steak. Charlie tries to wave it
          away. But another one lands in its place.

                                 CHARLIE
                    Nope.
          Gladys starts to dig in to the steak with a real
          ferociousness you wouldn't expect from an old lady.   More
          FLIES begin to land on her body. On her food.
          Charlie is still trying to wave them away.

                              GLADYS
                    That's too bad.

                              CHARLIE
                    No, I prefer it that way. I don't
                    a need a man tellin' me what to do.

                              GLADYS
                    But what about the baby?

                              CHARLIE
                    I've got it under control.

                              GLADYS
                    Yeah, but it's gonna burn.
          Charlie freezes. The Andersons turn to look as well.   Kyle
          glances over from the counter.

                              CHARLIE
                    What did you just say?

          

                                                                    28.

          

          

                              GLADYS
                        (all smiles)
                    I said your fucking baby's gonna
                    burn.
          Charlie shakes her head at the woman, not giving in.

                              CHARLIE
                    Go to hell, lady.
          She slaps the check down on the table and walks back toward
          the kitchen, passing Jeep and Bob.

                              BOB
                    What happened?

                              CHARLIE
                    Total fucking Jesus freak.
          Gladys begins to laugh innocently as she continues to devour
          her meat. Red juice drips down her chin. The flies are
          swarming now. How did so many get in here?
          Sandra and Howard are mortified at this sudden turn of
          events.

                              GLADYS
                    All those babies.    They're gonna
                    burn.

                              SANDRA
                    Gladys, please. There's no reason
                    to --
          Gladys's head suddenly whips toward her.

                              GLADYS
                    Shut up, you stupid fucking cunt!
                    All you do is complain! Complain!
                    Complain!
          Sandra covers her mouth in shock.    Everybody in the diner is
          now focused on the old lady.
          Howard gets up from the booth.

                              SANDRA
                    Howard, it's okay!     Don't listen to
                    her!
          But Howard's already standing over Gladys.

                              HOWARD
                    Who the hell do you think you are,
                    lady?! Now, I'd like you to
                    apologize to my --

          

                                                                    29.

          

          

          GLADYS LUNGES AT HOWARD AND TAKES A MONSTROUS BITE OUT OF HIS

          NECK! SHE PULLS BACK TO REVEAL A MOUTH FILLED WITH TINY

          RAZOR SHARP TEETH.
          EVERYBODY FREAKS as Howard crumbles to the floor.
          Gladys rockets to her feet, knocking her table over.   Blood
          covers her face and chest.

                              GLADYS
                    You're all going to fucking die!
          Percy is the first to react. From behind the counter, he
          whips a heavy metal frying pan at Gladys that knocks her head
          sideways. THWACK!
          BONES BREAK AND BURST FROM HER NECK.   Impossibly, Gladys is
          still standing.
          She lets out an INHUMAN SCREAM and SCRAMBLES ACROSS THE
          DINER, knocking tables and chairs over in her wake.
          Bob pulls a shotgun from behind the counter.

                              BOB
                    Don't move!
          But Gladys not only moves, SHE SCURRIES RIGHT UP THE FUCKING

          WALL LIKE SOME KIND OF BIZARRE CRAB!
          Bob can't believe his eyes. But he gets over it real fast,
          as the crab lady rushes toward him -- ACROSS THE CEILING --

          UPSIDE DOWN!
          BOB PUMPS THE SHOTGUN, trying to take her down, but he can't
          track her fast enough. Instead he blows ENORMOUS HOLES in
          the ceiling, a rain of plaster.
          Gladys drops down right in front of Bob.

                               BOB
                        (struggles to cock the

                          GUN)
                    Fuck!
          Gladys smiles sweetly before SLAPPING HIM CLEAR ACROSS THE

          ROOM!
          The shotgun clatters to the floor at Jeep's feet. He
          snatches it up and aims it at Gladys who turns calmly to face
          him.

                              PERCY
                    Shoot her, Jeep!
          Jeep's about to fire, when the old lady's EYES GO ALL WHITE.

          

                                                                       30.

          

          

                               GLADYS
                         (a sickly sweet smile)
                     You'll never save her.
          Jeep freezes, stunned by her words, overwhelming fear
          paralyzing him where he stands.

                               PERCY

                     SHOOT THE FUCKING BITCH!
          Gladys rockets straight at him!
          But Jeep's too afraid to move.    He clamps his eyes shut,
          bracing himself for the end.

          BLAM!   BLAM!   BLAM!
          A RAIN OF BULLETS RIP INTO GLADYS, taking her down like an
          animal.
          Jeep slowly opens his eyes.   His gun's still cocked.
          Gladys lies dead in a smoldering, bloody heap at his feet.
          He turns to see Kyle with smoke rising from the barrel of his
          silver plated WESTERN ARMS 45. If everyone wasn't so
          shocked, they'd probably be wondering why this guy is packing
          such serious heat.

                               SANDRA (O.S.)
                     Somebody help me!
          Sandra is on the floor with her husband.     Blood pours freely
          from his neck.
          Kyle stares at the dying man -- a moment of hesitation --
          then he rushes to help.

                               KYLE
                     Press your hands over the hole!
          Sandra looks fearfully up at Kyle, at the gun still in his
          hand.

                               KYLE
                     Don't look at me like that, lady!
                     I'm tryin' to fuckin' help you!
                     Now put your goddamn hands over the
                     hole before your husband bleeds to
                     death!
          Obeying, she cups her hands over the hole in his neck,
          desperately trying to stop the flow of blood leaking out
          between her fingers. Percy scrambles over with a first-aid
          kit and together he and Kyle get to work on Howard's neck.

          

                                                                    31.

          

          
          A few feet away, Charlie helps Bob, bruised and bleeding, to
          his feet.

                               BOB
                    The fuck was that?!   What the fuck
                    was that!?
          Across the diner, Audrey is pushed back into a booth, her
          knees pulled tightly to her chest, shivering. Her adult
          facade giving way to that of a frightened child
          A DROP OF RED HITS AUDREY'S CHEEK, causing her to look up and
          see Gladys's TRAIL OF BLOOD DRIPPING FROM THE CEILING. An
          ungodly horror.

          

          EXT. PARADISE FALLS GAS 'N' GRUB - SAME

          Kyle, Percy, Sandra and Audrey frantically carry Howard, his
          neck bandaged, to the back of the Escalade.

          

          INT. ESCALADE - CONTINUOUS

          Howard lies in the back seat. Sandra by his head, clasping
          his hands in hers. Audrey by his feet. Percy rides shotgun.
          Kyle struggles to get the key in the ignition.
          The engine ROARS to life.

          

          EXT. PARADISE FALLS GAS `N' GRUB - CONTINUOUS

          The Escalade fishtails onto the highway.

          

          INT. ESCALADE - CONTINUOUS

          Kyle grips the wheel.   Picking up speed.

                              KYLE
                    How far to the hospital?

                              PERCY
                    Seventy, maybe eighty miles.
          Kyle shoots him a look. Eighty miles?! Pedal to the floor
          time. Audrey leans forward from the back seat.

                              AUDREY
                    What's that on the road?
          Up ahead, the DARK CLOUDS Jeep saw earlier have finally
          closed in, descending onto the highway like a WALL.

          

                                                                     32.

          

          

                               KYLE
                     They're fuckin' clouds!   What the
                     fuck do they look like?

                               AUDREY
                     Not clouds. Clouds don't buzz.
          She's right.    They're black... Undulating... BUZZING!

          PING!   PING!   PING!
          Suddenly HUNDREDS OF TINY BUGS begin to HIT the windshield --

          SPLAT!
          And that's when they realize it... Those aren't clouds.

          THEY'RE FLIES!
          The Escalade enters the SWARM. The car is PUMMELED by
          insects, the windshield instantly covered in BLACK AND RED
          bug guts. Driving blind!
          The sound of FLIES SPLATTERING and BUZZING is deafening!
          Everyone SCREAMS as hell surrounds them...

          

          INT. DINER BATHROOM - SAME

          Bob is hunched over the steaming sink, pounding a can of
          light beer. Jeep is leaning against the wall, looking like
          he's about to puke or faint.

                                BOB
                     I don't understand how she was
                     still standin' after Percy hit `er
                     with that goddamn fryin' pan.
                     Broke her fuckin' neck. I saw it.
                     I swear I did.

                         (BEAT)
                     And did you see that kid's gun?
                     The hell's he doin' with a gun like
                     that?
          Bob looks over at Jeep, sees him trembling.

                               BOB
                     It's okay, Jeep.   It's okay.
          But for Jeep it's not okay.   He's hurting real bad inside.

                               JEEP
                     I couldn't pull the trigger. I
                     froze. I saw what I needed to do,
                     but I was afraid...
                         (breaks down)
                     She could've killed you!

                               (MORE)

          

                                                                   33.

          
                              JEEP (cont'd)
                    Or Charlie...She would've killed me
                    if it wasn't for...
          He can't get the words out.   Bob rests a hand on his boy's
          shoulder.

                               BOB
                    There's nothin' to be ashamed of,
                    Jeep.

                        (BEAT)
                    Not everybody can play the hero.
          Before Jeep can respond, they hear the sound of the front

          DOOR JINGLE.

          

          INT. PARADISE FALLS GAS 'N' GRUB - CONTINUOUS

          Bob and Jeep appear from the back, as Kyle, Percy, Audrey and
          Sandra carry Howard into the diner, all of them stumbling,
          gasping for air. Charlie moves in to help.
          Percy races for the back.

                              BOB
                        (catching Percy by the

                         ARM)
                    Where you going?!

                              PERCY
                    To get my bible!

                              BOB
                    The hell you need that for?!

                               PERCY
                    Well somebody's gotta start
                    prayin'...
          Bob's about to respond when he hears the BUZZING.
          Bob, Charlie and Jeep slowly approach the windows to see the

          SOLID UNDULATING BLACK CURTAIN OF FLIES SURROUNDING THE TRUCK

          STOP'S PERIMETER A FEW HUNDRED YARDS OUT.
          Everything in the diner is suddenly cast in DARK RED as the
          day's remaining sunlight filters through the swarm.
          Apocalyptic.
          No one breathes.

                                                              CUT TO:

          

                                                                   34.

          

          

          

          A BLACK HAND AND A HOOK TEAR A SHIRT OPEN
          Revealing a bloody mess of muscles and tendons chewed down to
          the bone.

          

          INT. PARADISE FALLS GAS 'N' GRUB - SAME

          Percy and Charlie are tending to Howard. Sandra is holding
          her husband's hand, trying to comfort him, while Audrey
          watches from a distance with grim fascination.

                              PERCY
                        (raises a bottle of

                         ALCOHOL)
                    Okay, hold `em steady.

                              CHARLIE
                        (nods, peakish, to

                         HERSELF)
                    Oh god, please don't throw up.
          Howard writhes as Percy pours alcohol on the wound.
          Sandra can't help but stare at Percy's hook.
          Meanwhile across the diner, Bob and Jeep peel back the
          tablecloth to examine Gladys' bullet riddled corpse. Kyle
          stands over them with Bob's shotgun trained on the body --
          just in case.
          Gladys is a real horror show. Bones jut out at obtuse angles
          from her neck -- a result of the blow to her head from
          Percy's frying pan.

                              BOB
                    She's cold as a freakin' ice cube.
                    If I hadn't just seen her walk in
                    here, I'd say the old bag's been
                    dead for hours.
          Bob rolls Gladys over, revealing her face -- her enlarged
          mouth filled with dozens of razor sharp baby teeth.

                              KYLE
                    Well, I don't care how long she's
                    been dead, the bitch ain't stayin'
                    in here with us.

          

          EXT. PARADISE FALLS GAS 'N' GRUB - A FEW MINUTES LATER

          Bob, Kyle and Jeep quickly drag Gladys's body wrapped in the
          plastic table cloth a short ways from the diner. They warily
          eye the curtain of FLIES no more than a hundred yards out.

          

                                                                       35.

          

          

                              BOB
                    I don't get it.    Why don't they
                    come closer?

                              KYLE
                    How the fuck am I supposed to know,
                    man? You askin' me to explain the
                    behavior of a motherfuckin'
                    pestilence.
          A CLANK and Jeep notices the old lady's car keys have dropped
          to the ground.

                              JEEP
                        (holding up the keys)
                    You guys!

          

          GLADYS' CUTLASS SUPREME
          Its windows are completely caked with dust. The men WIPE
          AWAY a layer of brown from the glass, allowing them to peer
          inside the car.

                              BOB
                    You see anything?

                              KYLE
                    No Twilight Zone shit if that's
                    what you mean.
          Jeep slips the key into the driver's side door.     Unlocks it.

                              BOB
                    Careful. Old lady could have some
                    kind of rabid poodle locked up in
                    there.
          Jeep slowly swings the door open and that's when the smell
          hits them.

                               KYLE
                    Agh!   What the fuck is that?
          Bob covers his nose.

                                 BOB
                    Jesus.
          Kyle opens the passenger door, looks in.      Dark, dirty.   But
          nothing unusual.

                              KYLE
                    Nothin' here.

          

                                                                    36.

          

          

                              JEEP
                    How `bout the trunk?
          They go around to the BACK OF THE CAR.   Jeep slips the key
          in.
          The trunk POPS open, revealing a PILE OF DEAD CATS.   ROTTING.

          MAGGOT INFESTED.
          Bob quickly slams the trunk closed.    The guys are reeling
          with disgust.
          Kyle's trying to blow the stench from his nose.

                              KYLE
                    Bitch's got motherfuckin' dead cats
                    in her hoopty! What the fuck is
                    wrong with white people?!

                              BOB
                    Least now we know where that smell
                    was coming from.

                              KYLE
                    Yeah, it was a real motherfuckin'
                    necessity we figured that out, man.

                               JEEP
                        (sees something up the

                         ROAD)
                    Hey...
          They turn to see HEADLIGHTS growing larger in the dim haze.
          A POLICE CRUISER careens off the highway and skids to a wild
          stop in front of the diner. Its ENGINE RATTLES as the dust
          clears around it. No movement can be seen behind its bug
          splattered windows.

                              BOB
                    Okay, now we're talkin'.

                              JEEP
                    Wait a minute. Check it out. It's
                    LAPD. What's an LA cop doing way
                    out here?
          Bob and Jeep look over at Kyle.

                              KYLE
                    I'm from Nevada, man.
          They consider the police car a moment more. See the
          SHATTERED PASSENGER WINDOW, the BLOOD STAINS.

          

                                                                    37.

          

          

                              BOB
                    Give me the shotgun.
          Kyle hands the shotgun over to Bob.

          

          INT. PARADISE FALLS GAS 'N' GRUB - SAME

          Charlie's face lights up when she sees the police car.

                              CHARLIE
                    Oh, thank God, the police!

          

          EXT. PARADISE FALLS GAS 'N' GRUB - CONTINUOUS

          The door of the POLICE CAR OPENS as Charlie races from the
          diner.
          The three men see her moving toward the car.    Jeep's face
          goes slack.

                              JEEP
                    Charlie, wait!
          The men begin to run toward her...
          While out of the police car steps...

          MICHAEL
          Charlie freezes a few feet from the car when she sees those
          piercing eyes already familiar to us. Michael looks at her,
          as if she was exactly who he expected to see.
          In moments Bob, Kyle and Jeep form a protective shield in
          front of Charlie. Bob raises the shotgun.

                              BOB
                    Take one step closer and I'll drop
                    you right here.
          A long beat as Michael considers Bob.   Icy cold.

                               MICHAEL
                    That how you greet all your
                    customers?

                              BOB
                    Mister, after what we've been
                    through here today, you're lucky we
                    didn't shoot you first and greet
                    you later. Now let me see your
                    teeth.
          Michael stares at him blankly.

          

                                                                       38.

          

          

                              BOB
                    Your teeth goddamn it!       Lemme see
                    `em!
          Michael offers up a dangerous smile, revealing a not so well
          kept but definitely normal set of teeth. Bob and the others
          ease slightly.

                              JEEP
                    No, shark teeth, Pop.
          Bob lowers the gun.

                               BOB
                    Okay... Suppose you tell us your
                    name then.

                                 MICHAEL
                    Michael.

                              BOB
                    Sorry about all that, Michael.
                    This old lady just went crazy
                    inside my place here. She had
                    these teeth. Never seen anything
                    like `em. Practically bit a man in
                    half.
          Michael remains silent.       Doesn't seemed shocked in the least
          by what he's heard.

                              BOB
                    So what are you doin' out here?
                    Gotta say you don't exactly look
                    like a police officer. Even one
                    from L.A. Then again, you have to
                    be, right? I mean, who the hell'd
                    be crazy enough to steal a cop car?
          Bob chuckles for a moment. When Michael doesn't respond in
          kind, Bob falls silent. Anxious. He slowly raises the
          shotgun again.
          Michael sizes up this raggedy group. His gaze drifts over to
          the loosely wrapped body in front of the diner. The plastic
          table cloth flaps wildly in the wind. Turning back to Bob:

                              MICHAEL
                    You don't know, do you?

                                 KYLE
                    Know what?

          

                                                                     39.

          

          

                              CHARLIE
                    We don't know anything. Nothing's
                    working here. The TV, the radio,
                    the phone...
          Michael just shakes his head.

                              MICHAEL
                    I'm running out of time.
          Michael steps toward Charlie with a sense of purpose, but Bob
          blocks his path, brandishing the shotgun.

                               BOB
                    Back off, fella...

                        (BEAT)
                    Now, I don't care if this is the
                    second coming of Jesus fucking
                    Christ, I say it's time for you to
                    either get talkin' or get the hell
                    outta here!
          In a BLUR OF MOVEMENT, Michael rips the shotgun from Bob's
          hands. It all happens so fast that Bob is stunned to find
          himself holding air.
          He's even more stunned to now have the barrel of the gun
          pressed to the bridge of his nose. Everyone freezes.

                               KYLE
                    Easy!   Easy!
          Michael's expression is totally calm.   Merciless.

                              JEEP
                    C'mon, Dad, tell `em you're sorry.
                    Tell `em you were only kidding!
          But Bob can't even speak, he's so scared.   He squeezes his
          eyes closed.

                              CHARLIE
                    Let `em go!
          Michael's eyes flit momentarily in Charlie's direction.
          Considering her.
          The diner door opens and Percy steps cautiously out with hand
          and hook held up to show no threat. He's followed by Sandra
          and Audrey.
          Michael sees them, but offers no indication that he cares.

          

                                                                   40.

          

          

                               PERCY
                    Now, son, I'm sure you don't wanna
                    go spillin' blood for no good
                    reason in front of all these decent
                    people, do ya? Our friend Bob here
                    ain't worth the trouble it'd cause
                    ya.

                        (BEAT)
                    So whaddya say `bout just lettin'
                    `im go and then you can be on your
                    way? Nice `n' easy.
          But Michael doesn't seem to register this plea.   It's not
          looking good.
          No one BREATHES. That's when Kyle notices something out in
          the direction of the road.

          DOZENS OF TINY HEADLIGHTS APPEARING IN THE DARK HAZE.

          APPROACHING.

                              KYLE
                    What the--?
          Michael turns, sees the lights.

                              MICHAEL
                    They're here.
          Michael whips the gun away from Bob's head and thrusts it
          back into his hands. Bob's looks down at the gun,
          speechless.

                              MICHAEL
                    You're going to need this.
          Michael walks swiftly around to the trunk of the cruiser.
          Pops it, revealing a staggering ARSENAL OF WEAPONRY.

          HE BEGINS TO LOAD GUN AFTER GUN.
          Percy stares out at the lights, eyes wide.

                              PERCY
                    Lord, have mercy.
                        (waving back Audrey and

                         SANDRA)
                    You ladies best get back inside.

                              SANDRA
                    What is it? What's happening? Who
                    is this man? Why's he driving a
                    police car?

                              AUDREY
                    Shut up, mom!

          

                                                                    41.

          

          
          Audrey pulls her mother back into the diner.
          Michael hands an MP5 SUB-MACHINE GUN to Kyle. Another one
          goes to Percy. Finally he places a third one in Jeep's
          hands, who stares down at it anxiously.

                               BOB
                    Wait. I don't think that's such a
                    good idea.

                              JEEP
                    Dad, I can handle it.

                              BOB
                        (to Michael)
                    He's just a kid --

                              JEEP
                    I said, I can handle it!
          Michael's eyes narrow, studying Jeep.

                              MICHAEL
                    He can handle it. He doesn't have
                    a choice.
          Michael pulls out twin MP5s for himself. GLOCK 9s are tucked
          everywhere they can go. Michael tosses clip belts to the
          men. Boxes of shotgun shells. The works.

                              MICHAEL
                    If you want to live, you'll do
                    exactly as I say.
          He slams the trunk closed and approaches Charlie.   He cocks a
          Glock and hands it to her.

                               MICHAEL
                    When you fire, you keep your thumb
                    off the slide. Don't hesitate.
                    Don't do anything brave. There's
                    no safety.
          He gives her a hard look.   She nods nervously.   Trusting him
          but not sure why.
          Michael marches into the diner. Kyle glances quickly at the
          others, then he bolts after Michael.
          Percy follows.   Then Charlie.
          Now it's only Jeep and his father left.

                              BOB
                    C'mon, Jeep. We gotta go!

          

                                                                          42.

          

          
          And Bob rushes into the diner.
          A moment as Jeep looks out toward the road.

          THE HEADLIGHTS ARE GROWING BRIGHTER.       CLOSER.
          He contemplates the sub-machine gun in his hands.

                                  JEEP
                     Fuck it.
          And races after his father.

                                                                     CUT TO:

          A DEAD BOLT
          Thrown.   Locking the diner door.

          

          INT. PARADISE FALLS GAS 'N' GRUB - CONTINUOUS

          Frantic activity. Kyle and Michael push a booth in front of
          the door, sealing off the entrance.
          Tables are turned on their sides to form makeshift shields.
          Window blinds are snap closed.

          

          THE BACK OFFICE - CONTINUOUS
          Jeep races in, locks the back door.       Then he pushes a desk in
          front of it.

          

          IN THE DINER - CONTINUOUS
          The place is transformed. Locked up tight.        The ROAR OF
          ENGINES outside grows ever LOUDER, CLOSER.
          Sandra huddles on the floor with Howard, his head in her lap.
          She's running her hands gently through his hair, trying to
          keep calm. He opens his eyes. Pale, weak from blood loss.

                                 HOWARD
                     Sandra?    What's happening?

                                  SANDRA
                     It's okay!     Everything's okay!
          Sandra closes her eyes.        Struggling to believe it.
          Suddenly the ELECTRICITY GOES OUT, dipping the room into

          DARKNESS.

          

                                                                  43.

          

          
          We hear CRIES OF ALARM.   TOTAL BLACK.   Chaos.

                              BOB (V.O.)
                    Jeep, get the flashlights!

                              PERCY (V.O.)
                    Everybody just stay still!

                              KYLE (V.O.)
                    Now that we're locked in here, what
                    the fuck are we supposed to do?
          A flicker of LIGHT. And then FLASHLIGHT BEAMS CUT THROUGH
          THE DARKNESS...coming to rest on Michael's pale face.
          Michael looks up at the ceiling.

          

          EXT. PARADISE FALLS GAS 'N' GRUB - ROOF - NIGHT

          A hatch opens and out comes Michael followed by Bob, Percy
          and Kyle. They quickly take their places behind the
          "Paradise" sign. Pitch black surrounds them.
          The RUMBLE OF ENGINES is gone, leaving only the RUSH OF THE
          WIND coming up off the desert.

                              KYLE
                    Where the hell did they go?
          Bob turns to Michael sharply.

                              BOB
                    Alright, Rambo. You got us up
                    here. Now you mind explaining what
                    the fuck we're fighting?
          Michael is about to answer, when:

                              PERCY
                    Listen!
          Over the wind, another sound becomes audible.
          The delicate chime of a CALLIOPE.

                              PERCY
                    You hear what I'm hearing?

                              BOB
                    Yeah...The hell is that?
          The CALLIOPE MUSIC grows louder, the melody more distinct.
          Now we recognize the song: SANTA CLAUS IS COMING TO TOWN.
          But instead of filling them with cheer, it fills them with
          dread.

          

                                                                   44.

          

          

                              PERCY
                    It sounds almost like...

                                 KYLE
                    Ice cream.
          TWO HEADLIGHTS appear in the   darkness. And sure enough, an
          ICE CREAM TRUCK rolls slowly   toward the diner. The EERIE
          CALLIOPE MUSIC emanates from   a speaker on its roof. It's too
          dark to see who's behind the   wheel.

                              KYLE
                    You've got to be fuckin' kidding
                    me.

                              MICHAEL
                    Alright. There's a safety switch
                    on the side of your gun. Push it
                    all the way down. Two clicks.
          The men quickly do as they're told.

                              MICHAEL
                    Now when this starts, you hold on
                    tight, you hear me? If you don't,
                    you're going to blow your hand off.
                    Understand?
          Kyle, Bob shoot quick anxious looks at Percy.

                              PERCY
                    The fuck y'all lookin' at me for?

          

          INT. PARADISE FALLS GAS 'N' GRUB - SAME

          Jeep faces the boarded up front door, awkwardly holding the
          MP5, trying to assume a tough guy posture. If only he could
          stop shaking, it might be believable.
          Charlie and Audrey peer between the slats covering the
          windows. The ICE CREAM TRUCK'S HEADLIGHTS fan across the
          diner.
          Audrey and Charlie back away from the windows.
          Charlie stops next to Jeep. Senses him shaking. Rests a
          hand on his arm. And that seems to help...a little.
          Howard smiles weakly at the familiar sound of the CALLIOPE.

                               HOWARD
                    Oh, honey, listen.    It's the Ice
                    Cream Man.

          

                                                                      45.

          

          

          

          EXT. PARADISE FALLS GAS 'N' GRUB - ROOF - SAME

          The Ice Cream Truck pulls to a stop with its headlights
          facing the diner.
          Everyone aims their guns at the truck.     Tense.
          From the Ice Cream Truck...a DARK BLOODY SHOE STEPS to the
          ground.
          MOVING up the long grey pant leg spotted with blood stains to
          reveal a skeletally thin man in tattered coveralls. Say
          hello to THE ICE CREAM MAN.
          He looks like he's been through hell -- literally. As he
          steps into the beams of the headlights we can see him even
          more clearly.
          He's tall. Too tall. His clothes don't seem to fit him.
          And he's unnaturally thin as if he's been stretched like
          taffy. If he got down on all fours, you might mistake him
          for some kind of spider. He surveys the diner, the garage,
          the roof -- assessing the situation.
          On the roof, the men wait for something to happen.

                              KYLE

                        (WHISPERS)
                    Ah, he don't look that bad.
          The Ice Cream Man's gaze snaps up to the roof.      He heard.

                                 KYLE
                    Oh, shit.     Oh, shit.   Oh, shit.
          That's when the Ice Cream Man's JAW UNHINGES, STRETCHING

          TORTUROUSLY DOWN TO NEARLY THE MIDDLE OF HIS CHEST! ROW
          AFTER ROW OF A RAZOR SHARP TEETH FORM with the sickening
          sound of CRACKING OF BONES.
          From his new mouth, the Ice Cream Man lets out an earth
          shattering HOWL.
          Everyone except Michael is practically hyperventilating with
          fear.

                                 MICHAEL
                    Get ready!
          And the ICE CREAM MAN BOLTS for the diner with STARTLING
          SPEED! His movements aren't at all like those of a normal
          man, but rather like some kind of HUMAN INSECT.
          Michael aims.

          

                                                                       46.

          

          

          BLAM!   BLAM!   BLAM!
          Bullets rip into the creature's body, knocking him flat on
          his back. Still. Arms and legs in a twisted, twitching
          mess.
          Michael keeps his aim.    Waits.   The CALLIOPE music continues
          to play.

                               KYLE
                     Is that it?
          Not even close. A RUMBLING OF ENGINES. HEADLIGHTS. A
          freeway full of VEHICLES of every variety punch through the
          wall of dust, racing toward the diner. They are THE

          COMMUTERS.

                                MICHAEL
                     Now!   Shoot now!
          The men let loose with FEROCIOUS FIREPOWER.

          WINDSHIELDS SHATTER!    TIRES BLOW OUT!   ENGINES EXPLODE!
          Vehicles swerve and COLLIDE!
          DARK SHAPES bolt from the burning vehicles, scattering.
          In the FLASH OF BATTLE we catch glimpses of them: BUSINESS

          PEOPLE. CONSTRUCTION WORKERS. EVEN AN ENTIRE HIGH SCHOOL
          FOOTBALL TEAM. All deformed by some demonic force. Many
          mere BALLS OF FLAME drifting through the darkness.

                               MICHAEL
                     Spread out! Don't let them get
                     close to the windows!
          The DARK SHAPES converge on the diner from all directions.
          They move so strangely fast it seems that their feet don't
          actually touch the ground.
          From the roof it's a full-on turkey shoot as the men follow
          Michael's instructions and cut down everything in sight.
          Their faces lighting up with each FLASH.
          SHELL CASINGS spray from their weapons like water drops from
          a sprinkler.
          BODIES BURST and crumble to the dirt. The creatures don't
          seem to be afraid of dying. Their strategy appears to be in
          their sheer numbers.
          With each wave, the dark figures get ever closer to the
          diner.

          

                                                                        47.

          

          
          ON BOB firing madly.    Then...   CLICK!   CLICK!   Oh, no.   He's
          out of ammo.

                                 BOB
                    Shells!
          Percy tosses him a box of shells. But Bob fumbles the catch
          and the box slides halfway down the sloped roof.

                                 BOB
                    Fuck!
          With the gun still in one hand, Bob reaches frantically down
          for the ammo. Stretching... Further...

          A HIDEOUSLY WOUNDED MIDDLE-AGED HOUSEWIFE CATAPULTS UP FROM
          BELOW THE ROOFLINE! Her hair must have been in curlers
          before most of it BURNED AWAY. Her nightdress hangs in
          tatters off her body. Her jaw CLICKS RAPIDLY, as she
          clatters up at Bob like a GIANT INSECT.
          Bob tries to pull back, but he has no traction and he starts
          to slip down toward her. She's coming fast!
          Percy sees his friend in trouble.

                                 PERCY
                    Bob!
          Bob swings the shotgun like a club -- CRACK! -- knocking the
          bitch clear off the roof. But the move has made his slide
          even faster. He drops the shotgun, trying to hold on, but he
          can't stop!

          BOB IS ABOUT TO HIT THE EDGE WHEN THE HORRID WOMAN POPS UP

          RIGHT IN FRONT OF HIM!
          She doesn't even have a chance to react as Bob does something
          akin to a swimmer's push right off her body! WHAM!
          The creature goes flying back off the roof and the opposing
          force halts Bob's slide.

                              PERCY
                        (extending his hook)
                    Grab my hand!
          Bob reaches up and clasps Percy's hook, praying that it stays
          on.
          But this chick ain't finished yet. Up she comes once more.
          Her razor sharp fingernails claw up the metal roof. SCREECH!

                                 BOB
                    Gun!

          

                                                                     48.

          

          
          Percy tosses Bob a Glock. Fortunately this time Bob deftly
          catches it with his free hand just as the deranged woman
          pounces on him.

                              BOB
                        (jamming the gun in her

                         MOUTH)
                    Fuck off!
          BLAM! BLAM! BLAM! The back of her head EXPLODES. Her body
          goes limp. Bob struggles to push the corpse off of him.

                              BOB
                    Pull me up!
          Percy extends his hook hand, helping Bob ascend to safety.

          

          INT. PARADISE GAS `N' GRUB - SAME

          Hiding in the shadows... listening to sounds of WAR just
          outside.
          Sandra squeezes her hands over her ears.   A few feet away,
          Audrey clutches a butcher's knife.
          Jeep's eyes darting from one window to another.   Trying to
          keep it together.
          Charlie is crouched down behind the counter, holding the
          handgun close to her pregnant belly. Distant EXPLOSIONS
          rattle the plates on the shelves.
          Charlie peers out from behind the counter to look at the
          front windows.
          Momentary FLASHES of intense light outline the closed blinds.
          Another FLASH lights up Charlie's face.    Staring.

          

          EXT. PARADISE FALLS GAS 'N' GRUB - ROOF - SAME

          Percy is swivelling left and right, firing like mad.

                              PERCY
                    Come on, motherfuckers!   Come on!
          Closer and closer the creatures come.   Most are eviscerated
          by the fire from the rooftop.

          

                                                                     49.

          

          

          

          INT. PARADISE FALLS GAS 'N' GRUB - SAME

          ON CHARLIE staring at the window.    CLOSER.   Charlie's eyes go
          wide as --
          SMASH!   A DARK SHAPE crashes through the window.    Glass,
          sand and dust swirl in.
          Audrey and Sandra SCREAM.
          Charlie springs up from her hiding place, gun ready.
          Jeep spins around, pointing his gun, searching frantically
          for the intruder. It's so dark!

                              JEEP
                    Where is it?!
          Audrey shakes her head, tears streaming down her cheeks. She
          looks over at her mother. Sandra's eyes are closed. It's
          too much.

                               AUDREY
                    Mom!   Open your eyes!

                               SANDRA
                    I can't!   I can't!
          Suddenly Howard's body is TORN AWAY from Sandra. Something's
          got hold of his legs!   That gets Sandra's eyes open!

                              SANDRA
                        (springing after her

                         HUSBAND)
                    Howard!
          Howard screams deliriously as he's dragged rapidly through
          the diner toward the broken front window. He flails about,
          desperately trying to grab a hold of something.
          Sandra scrambles after her husband.   Reaching for him.

                               AUDREY
                    Daddy!
          The creature reaches the window. Sandra dives for Howard's
          outstretched hands. She has him!
          The creature's progress is abruptly halted at the shattered
          window.   It turns back toward Sandra -- a shaft of light
          falling across its face, reveals:
          A TEENAGE GIRL of about Audrey's age.   Her skin is a deathly
          blue. Her pupils a GHASTLY WHITE.

          

                                                                   50.

          
          Deep human fingernail scratches have torn open the bloated
          flesh on her arms, neck and face. The self-inflicted wounds
          of a drug addict. Her voice is not QUITE HUMAN.

                              TEENAGE GIRL
                    See what you made me do, mother!?
          Sandra screams, holds on.

                              SANDRA
                    No!
          Charlie and Audrey rush to Sandra's side, grabbing Howard's
          arms.
          Jeep is right behind them ready to fire at the creature, but
          with the women in the way, he can't get a clear shot. So he
          discards the gun and grabs Howard's arms.
          Howard screams as his body is torturously stretched.   A human
          tug-of-war.

          ON HOWARD'S FEET -- TWO MORE SETS OF SINEWY MUSCLE AND BONE

          CLAWS REACH THROUGH THE WINDOW AND GRAB HIS LEGS.
          Howard's body lurches further out the window.

                              SANDRA
                    Howard!
          Howard's torso is almost entirely out the window. Charlie
          daringly reaches for Howard's belt, desperate to gain
          leverage.

          ANOTHER DISFIGURED HAND PUNCHES THROUGH THE BLINDS AND LOCKS

          ONTO CHARLIE'S ARM!
          Charlie screams as she's yanked painfully toward the window,
          losing her grip on Howard's belt.
          Through the broken window, she sees the face of a RAGGEDY
          LOOKING MAN. He smiles at her like a father coming home to
          his baby girl.

                              RAGGEDY MAN

                        (SWEETLY)
                    There you are!
          And he starts to pull her arm even harder...Other creatures
          suddenly notice her as well, focusing their attack as if she
          alone was their target.
          Jeep immediately let's go of Howard and dives for Charlie,
          grabbing her free arm just before she's pulled through.

          

                                                                      51.

          

          
          Without the help, Audrey and Sandra can't hold on any longer.
          Howard is ripped from of his family's hands and out the
          window.

                                 AUDREY
                    Daddy!

          

          EXT. PARADISE GAS `N' GRUB - ROOF - SAME

          The tide is turning. The men seem to have gotten their game
          on and the dark shapes are starting to pull back.

                              KYLE
                    They're running!      We got `em!
          Kyle turns happily to Michael.     Gone.   Kyle looks around the
          roof with alarm.

          

          INT. PARADISE FALLS GAS 'N' GRUB - SAME

          Only a few more inches separate Charlie and certain death
          through the window. Jeep's losing her!

          A FLASH OF STEEL.    SCHING!
          Charlie and Jeep fall back into the diner, the claw like
          hands still grasping Charlie's arm no longer attached to
          their owners.
          Michael leaps over her, a butcher's knife in one hand, a
          machine gun in the other. He lights up everything in his
          path. The window blinds become a WALL OF FIRE. Creatures
          SCREECH and flee into the night, having successfully taken
          their first victim.
          Charlie flings the severed appendages off her and she and
          Jeep scoot away from the window.
          Hysterical, Sandra tries to push past Michael. She's going
          after Howard. He intercepts her before she can make it out.

                                 SANDRA
                    Let me go!     He's alive!
          Sandra slaps at him frantically as he carries her away from
          the window and thrusts her down into a back booth.

                              SANDRA
                    He's alive!

                                 MICHAEL
                    No...     Not anymore.
          Sandra breaks down.

          

                                                                         52.

          

          
          As Charlie climbs slowly to her feet -- a sudden pain.       She
          clutches her belly. Winces.
          Jeep catches her arm to steady her.

                              CHARLIE

                        (RECOVERING)
                    I'm okay. I'm fine.
          She glances back at Michael.       He's watching her.   Those eyes.

                                 CHARLIE
                    Thanks...

                              MICHAEL
                    I told you not to do anything
                    brave.
          Charlie doesn't know how to respond.      She's about to say
          something when --
          Kyle rushes into the room.       A smile on his face.

                              KYLE
                    We got `em runnin'!
          Then Kyle notices the broken window, takes in the room, his
          excitement falling.

                              KYLE
                    Where's Howard?
          No one responds.   Sandra and Audrey are huddled together.
          Crying.
          Bob and Percy follow Kyle in, still shaking from the
          adrenaline.

                              MICHAEL
                    Someone needs to be on the roof.

                                 KYLE
                    I'll go.
          Bob grabs Kyle's arm.

                              BOB
                    Hold on.
                        (approaches Michael,

                         DETERMINED)
                    You better start talking.
          All eyes on Michael.    These people want answers.      Finally:

          

                                                          53.

          

          

                              MICHAEL
                    The first time God lost faith in
                    Man he sent a flood. The second
                    time...he sent what you see
                    outside.
          Everyone takes that in for a moment, then:

                              PERCY
                    You sayin' this is the
                    Apocalypse...?

                               MICHAEL
                    I'm saying this is an
                    extermination.

                        (BEAT)
                    Those things out there are vessels.
                    The Possessed. The weakest willed
                    are the easiest to turn.

                              KYLE
                    Possessed by what?    Demons?

                              MICHAEL
                    No...by angels.
          That silences the room.

                              PERCY
                        (pulls out his bible)
                    Son, I don't know what bible you
                    been readin', but in my version,
                    the angels are the good guys.
          Michael looks squarely at Percy.

                              MICHAEL
                    That's where your book is wrong.

                              SANDRA
                    How come you know so much about
                    them?

                              MICHAEL
                    I know because until last night, I
                    was on their side.

                              JEEP
                    You mean you're...
          Michael considers Jeep, then:

                              MICHAEL
                    Not anymore...

          

                                                                     54.

          

          

                              BOB
                    Right and yesterday I was the
                    fuckin' Easter Bunny. You know,
                    fuck this. I don't even believe in
                    God.

                              MICHAEL
                    That's fine, because He doesn't
                    believe in you either.
          Bob stares at Michael, uncertain how to respond to that.

                              PERCY
                    C'mon, Bob. Have you looked
                    outside recently? Those aren't
                    exactly our regular customers out
                    there.

                              BOB
                    How do we know he didn't bring them
                    here himself?

                              CHARLIE
                    He brings them here and then he
                    saves us from them? You're a
                    genius, Bob.
          Bob falls silent, confounded.
          Audrey hesitantly approaches Michael.

                              AUDREY
                    So you're here to protect us?

                               MICHAEL
                    Not you...
                         (looks at Charlie)
                    Her.
          Charlie reacts in shock, as all eyes are suddenly on her.

                               CHARLIE
                    Me?!   Why me?!

                              MICHAEL
                    Because your child is the only hope
                    humanity has of surviving.
          In response to that, Charlie does the only thing someone can
          do when told such a thing. She LAUGHS.

                               CHARLIE
                    No way!
          But Michael isn't joking and Charlie's laughter becomes
          genuine fear.

          

                                                                  55.

          

          

                              CHARLIE

                        (STUNNED)
                    Jesus Christ...

                               MICHAEL
                    Exactly.
          Jeep stares at Charlie, as if suddenly his entire life is
          starting to make sense.

                              JEEP
                    You're sayin' she's the mother of
                    the Messiah?

                              BOB
                    Wait a minute, isn't Mary supposed
                    to be a vi--

                              CHARLIE
                    Go fuck yourself, Bob!

                              PERCY
                    Makes you wonder about Mary.

                              CHARLIE
                        (approaches Michael, panic
                         setting in)
                    Look, this is not possible! I'm
                    just a waitress! I'm nobody! I
                    can't give birth to the Savior of
                    Mankind!
                        (and finally)
                    I don't even own a car!

                              MICHAEL
                    None of that matters anymore.
                    Either your child lives or Mankind
                    dies.

                              KYLE
                    So what, we're supposed to just
                    hold those things off until Mary
                    over there squeezes one out?

                              MICHAEL
                    That's right.

                              CHARLIE
                    That can't be. I'm only eight
                    months pregnant.

                              KYLE
                    Oh we're fucked.     We are so fucked!

          

                                                                      56.

          

          

                              SANDRA
                    How are we supposed to survive here
                    for a month?

                              MICHAEL
                    We won't have to...
          At this Charlie goes white, the realization hitting her.

                              CHARLIE
                    It's coming soon, isn't it?
          Michael nods.
          Charlie sways on her feet.   Jeep rests a hand on her
          shoulder, steadying her.
          With a CLANK Michael re-arms his weapon, turns to the group
          with finality.

                               MICHAEL
                    If you want to live you'll do what
                    I say. This first attack was a
                    test of our strength. The next one
                    will be a test of our weakness.

                        (BEAT)
                    Something much worse is on its way.
          Everyone exchanges terrified looks.   Finally, Kyle steps
          forward.

                              KYLE
                    Okay, what's your plan?

                              MICHAEL
                    We'll keep watch on the roof in
                    shifts of two. Jeep, go get some
                    tools. We need to close up this
                    window before somebody else goes
                    out.
          Jeep looks anxiously at Charlie, silent, scared, and then he
          follows after Michael, leaving Charlie to stare at the
          SHATTERED WINDOW, the blinds flipping wildly in the wind.

          

          INT. PARADISE FALLS GAS 'N' GRUB - ROOF - LATE NIGHT

          Percy and Kyle keep watch, rifles at their sides. They're
          wrapped up from head to toe in blankets to protect them from
          the cold and the flies.
          Percy scans the horizon.   Momentary SPECTRAL FLASHES dot the
          darkness.

          

                                                                   57.

          

          

                               PERCY
                    They're out there. Sons of
                    bitches. I can feel `em.

                        (BEAT)
                    Damn it's cold!
          Percy makes the unconscious motion of rubbing his "hands"
          together to keep them warm. Kyle notices. Sees the dog
          tags.

                              KYLE
                    You were in the Army?

                              PERCY
                    Navy, two tours. But the second
                    one didn't work out so well, so I
                    didn't get to go back for a third.
                    Suppose that makes me lucky in a
                    way. Served with Bob, you know.
                    That's how I ended up in this
                    place.

                              KYLE
                    What was it like?    Being in a war?

                               PERCY
                    Dark.   Like this.
          Kyle nods. Scared. He takes out his 45.     Nervously switches
          it from hand to hand.

                              PERCY
                    So what's with that gun?

                               KYLE
                    What?

                              PERCY
                    Your piece. The one you killed
                    grandma with. Don't reckon it's
                    for huntin' buck.

                              KYLE
                    No. I uh -- keep it for
                    protection.

                              PERCY
                    Protection from what?

                              KYLE
                    From people.
          Percy looks at him skeptically.

                               PERCY
                    People.

          

                                                                     58.

          

          

                              KYLE
                    Yeah, people who might try to give
                    me a hard time, you know?

                              PERCY
                    Just regular people or uh...

                              KYLE
                    Yeah, well, no, not regular,
                    regular people.

                              PERCY
                    Irregular people then.

                               KYLE
                    I'm talkin' people whose job it is
                    to give other people a hard time.
                    Kinda person who doesn't get enough
                    fiber in their diet, you know what
                    I'm sayin?

                              PERCY
                    So it's a work thing, is it?

                                KYLE
                    Exactly.    Strictly business.

                              PERCY
                    This business of yours... You like
                    it?
          Kyle's eyes narrow.

                              KYLE
                    Who the fuck are you to be sweatin'
                    me, man? I got my reasons for
                    doin' what I do.
          Percy just stares at him, penetrating.     Finally:

                              PERCY
                    When I was a kid my father would
                    sit by my bed every night before
                    I'd go to sleep and he'd say to me,
                    Percy, if you don't wake up
                    tomorrow, if it turns out that
                    today was your last day on earth,
                    would you be proud of what you've
                    done in this life? Cuz if you
                    ain't, then you better start
                    gettin' square.
          Kyle looks at Percy, fear in his eyes, then he turns back to
          the darkness...and the evil that surrounds them.

                                                                CUT TO:

          

                                                                     59.

          

          

          

          THE SILVER ZIPPO
          rolls between dirty fingers.

          

          INT. PARADISE FALLS GAS 'N' GRUB - NIGHT

          Bob plays with his trusty zippo with one hand and grills up
          some steaks with the other. He pauses in his cooking every
          few moments to take a slug from a can of beer. Can't get it
          down fast enough.
          Sandra sits at the counter across from him, staring at a
          prescription bottle tipped in front of her, pills spread
          around.
          Bob glances over, sees the devastation in her eyes. He pulls
          another can of beer from underneath the counter, pops it and
          places it in front of her.

                              BOB
                    On the house.
          She looks up at him.    Smiles weakly.   Takes a sip.

                                 SANDRA
                    Thanks.

                              BOB
                    You hungry?

                              SANDRA
                    Couldn't eat if my life depended on
                    it.

                              BOB
                    Well I figure just cuz the world's
                    coming to an end, it doesn't mean a
                    man's gotta starve. All I can say
                    is thank heavens they left the gas
                    on.
          Sandra takes another sip of beer.   Considers it.

                              SANDRA
                    Never much cared for beer.
                    Howard's the beer drinker in the
                    family.
          The moment the words leave her mouth, the grief hits her
          again. She gathers up some pills from the counter, tosses
          them back and downs her beer like there's no tomorrow. This
          is a battle she's losing.

          

                                                                  60.

          

          
          Meanwhile in a booth across the diner, Audrey is fiddling
          with Percy's old radio. Back and forth on the dial.
          Listening for anything. Nothing but STATIC.
          Up at the front of the diner, Jeep silently helps Michael
          nail broken table planks across the shattered window. He
          eyes the strange tatoos running down Michael's arms, the two
          jagged wounds visible above his shirt line.

                              JEEP
                    What did you do...you know, before
                    you came here...?
          Michael considers the question a beat, then:

                              MICHAEL
                    I was a soldier, a general, in His
                    army.

                              JEEP
                    Well, what changed?   What made you
                    leave?

                              MICHAEL
                    I was given an order I didn't
                    believe in...
                        (off Jeep's look:)
                    He lost faith. I hadn't.
          Michael drives the last nail into place, securing the window.

                              JEEP
                    So what happens to you...after this
                    is over?
          Michael pauses a beat, as if unsure how much to say, then:

                              MICHAEL
                    Sometimes we have to face the thing
                    we fear the most in order to be
                    free of it.
          Michael picks up his gun.

                              MICHAEL
                    It's almost time for the next
                    shift.
          Michael heads for the roof, leaving Jeep to stare after him,
          deep in thought.

                                                            CUT TO:

          

                                                                   61.

          

          

          

          EXT. PARADISE FALLS GAS `N' GRUB - DAWN

          The faintest glint of sunlight through the dark red dusty
          haze. A new day has forced itself into existence.
          TITLE:   "December 24th - 6:05am"

          

          EXT. PARADISE GAS `N' GRUB - ROOF - MORNING

          Michael is searching the horizon in front of the diner for
          movement. His expression focused, determined.
          On the other side of the roof, Bob keeps watch, struggling to
          stay awake. The beer taking over. His eyes droop closed.

          

          INT. PARADISE FALLS GAS 'N' GRUB - SAME

          Sandra awakens with a start.

                                 SANDRA
                     Howard?
          But Howard's not there. And everyone else in the diner is
          still asleep. The drugs have started to wear off... and her
          fear is returning.

          

          INT. DINER BATHROOM - CONTINUOUS

          Sandra splashes water on her face.   Stares at herself in the
          mirror. A living wreck.

          

          INT. PARADISE FALLS GAS 'N' GRUB - BACK OFFICE - CONTINUOUS

          Sandra steps out of the bathroom.

                               VOICE
                         (a whisper)
                     Sandra...
          Sandra freezes.

                               SANDRA
                     Who's there?
          A beat then:

                                 VOICE
                     Sandra...
          Sandra spins around.    Searching.

          

                                                                      62.

          

          

                                 SANDRA
                    Howard?     Is that you?
          It sure sounded like Howard.

                                 VOICE
                    Help me...     Please...
          This time, it's clear where the voice is coming from.      Sandra
          turns to face the BACK DOOR. A desk blocks it.
          Sandra ever so slowly approaches the door.

                              VOICE
                        (from behind the door)
                    Help me. Sandra...
          Sandra is stricken.    What the hell is she going to do?
          That's when Sandra notices the TRANSOM WINDOW above the door.
          She climbs onto the desk and stretches up until she can see
          out.

          SANDRA'S POV:
          Howard. Her husband. Ten feet away from the door.     NAILED

          TO AN UPSIDE-DOWN CROSS.
          But wait. It gets worse. His skin is covered with horrible
          black boils. And even worse than that. Howard's boils are
          breathing.
          Sandra goes slack with horror.

                              HOWARD
                    Help me, please!
          Howard's torn open shirt reveals the BREATHING PUSTULES
          covering his body. He writhes in slow, excruciating agony.

                                 SANDRA
                    Howard!
          Sandra scrambles down off the desk and frantically pushes it
          away from the door. She's reaching for the dead bolt when
          Audrey and Kyle appear in the doorway.

                                 AUDREY
                    Mom!
          Kyle races to restrain Sandra.

                                 SANDRA
                    Let me go!     He's alive!

          

                                                                     63.

          

          
          She struggles against him, throwing a wild elbow that tags
          Kyle in the face. Down he goes.
          Sandra is about to open the door when Audrey pounces on her.

          

          INT. PARADISE GAS `N' GRUB - SAME

          The SHOUTING from the back office awakens the rest of the
          sleepers. Percy springs up. Charlie is shaking Jeep.

          

          EXT. PARADISE FALLS GAS 'N' GRUB - ROOF - SAME

          The ROAR OF WIND ripping off the plain is all that can be
          heard. ON BOB as his head drops down with drunken fatigue.
          Sleep.

          RISING OVER HIM TO SEE...
          Howard nailed to the upside-down cross below.

          

          INT. PARADISE GAS `N' GRUB - BACK OFFICE - SAME

          Sandra and Audrey are locked in battle. Sandra slaps Audrey
          hard. Audrey stumbles over Kyle and hits the floor. Percy
          appears in the doorway.
          Now is her last chance. Sandra whips open the back door and
          that's when the world hits SLOW MOTION.
          Howard is there.    A few feet away.   Alive.
          Sandra races toward him.    Just behind her comes Percy.

                                SANDRA
                    Howard!
          And that's when the speed ACCELERATES TO NORMAL --
          -- and the boils covering Howard's body explode -- spraying
          streams of dark fluid toward Sandra --
          -- just at the moment Percy spins around her, shielding her
          from the spray, which hits him in the back. But he's not
          stopping. Percy pushes Sandra back into the diner, the door
          SLAMMING closed behind them.
          Percy releases Sandra, letting her stumble hysterically into
          the room. Kyle and Jeep grab her, forcing her to the ground.
          But she's not fighting anymore.
          Charlie turns to look at Percy who is still standing with his
          back to the door, breathing heavily.

          

                                                                        64.

          

          

                                 CHARLIE
                       Percy?
          He takes a step forward, then falls to ground.
          The entire back side of his body is gone.      Burned away.

                                                                CUT TO:

          

          A SHEET
          covering a body.

          

          EXT. PARADISE FALLS GAS `N' GRUB - FREEZER ROOM - DAY

          Percy's body lies covered on the table. Bob stares ruefully
          at his dead friend. A broken man. Tears stream down his
          face. He rolls the Zippo between his fingers.
          Jeep watches his father from the doorway.

                                 JEEP
                       We should get back out there...

                                 BOB
                       Just gimme another minute with him,
                       okay?
          Jeep nods, quietly leaves his father at the side of his dead
          friend.

                                                                CUT TO:

          

          SANDRA'S FACE
          Catatonic.

          

          INT. PARADISE FALLS GAS `N' GRUB - A SHORT WHILE LATER

          Michael and Bob are tying Sandra to a chair. Not like it
          looks like she's capable of going anywhere, but you never
          know.
          Across the diner, Charlie eyes Michael cautiously. Michael
          never goes for more than a few moments without looking up at
          her. It's not lecherous. More like a protective father
          making sure his child hasn't strayed too far.
          In a booth, Audrey watches, red-eyed, as Michael restrains
          her mother. Then she returns her attention to Percy's radio.
          Tuning. Trying to find something, anything in the STATIC.

          

                                                                       65.

          

          
          She brings her ear up close.      Wait.   Is that a VOICE?
          She adjusts the antenna, trying to bring the signal into
          focus. CLEARER.

                                 AUDREY
                     Hey...
          CLEARER.   Yes.   It's a VOICE!

                               AUDREY
                     Hey! You guys, I think I got
                     something here!
          Everyone drops what they're doing and quickly gathers around
          the radio.

          THROUGH THE HAZE OF STATIC, A GRAVELY, TIRED VOICE.      STRAINED

          BEYOND BELIEF. BUT STILL BROADCASTING.

                                RADIO VOICE
                     ... battling has been fierce. The
                     numbers of casualties are unknown
                     but all indications are that they
                     must be unimaginably large.

                         (BEAT)
                     If you're just joining us, we're
                     getting some of the first bits of
                     good news, if you can call it that,
                     since this apocalypse began just
                     twenty-four ago. A human militia
                     has formed on the outskirts of Las
                     Vegas and has begun to engage the
                     enemy. Also down in the Four
                     Corners area, we've been receiving
                     unconfirmed reports of another
                     resistance force gathering in Red
                     Rock National in the northern
                     Mojave Desert area.

                               JEEP
                     Red Rock...

                               CHARLIE
                     That can't be more than an hour up
                     the highway from here.

                               AUDREY
                     Does that mean we can leave?

                                 MICHAEL
                     No.    We're not going anywhere.

                               BOB
                     What the hell are you talkin'
                     about? This is our chance!

          

                                                                   66.

          

          

                                  MICHAEL
                       We can't risk being on the move
                       when the child comes. It's too
                       dangerous.
          Bob looks over at Charlie, defeated. She shakes her head,
          anger building. She sweeps some plates off the counter and
          races for the bathroom.

                                 RADIO VOICE
                       ... And as we fight this new
                       enemy, may God give us the strength
                       to survive and show mercy for those
                       of us who are already lost...

                                                             CUT TO:

          

          A CIGARETTE
          being lit.

          

          INT. DINER BATHROOM - NIGHT

          Charlie stands at the sink, cigarette to her lips, water
          running, stealing a private moment. She takes a deep drag,
          feels the smoke filling her lungs, defiant.
          Then she catches a look at herself in the mirror, runs her
          hand along the curvature of her belly. Tears well up in her
          eyes, fear and anger overtaking her.
          She stamps out the cigarette in a fit of frustration.

          

          INT. DINER - A SHORT WHILE LATER

          It's quiet. DRIFTING past sleeping figures to find Charlie,
          wide-awake, sitting at a booth, lost in thought.

                                 JEEP (O.S.)
                       Guess it's your turn not to sleep.
          Charlie looks up to see Jeep sit down across from her.

                                   CHARLIE
                       Hey...
          Jeep sees the strain on her face.

                                   JEEP
                       You okay?

          

                                                                     67.

          

          

                              CHARLIE
                    You mean besides the fact that I
                    just found out that I'm the mother
                    of the Messiah?
          Jeep smiles, nods.

                               CHARLIE
                    Crazy thing is...I didn't want this
                    baby. I even went down to the
                    clinic, you know that?
                        (off Jeep's reaction:)
                    I remember sitting there in the
                    waiting room, absolutely sure I was
                    doin' the right thing...And that's
                    when the feeling started. Like I
                    was falling into the deepest,
                    darkest hole imaginable. I
                    couldn't breathe, I couldn't speak.
                    I kept thinking this must be what
                    death is like. And when finally
                    they called my name, I ran.

                        (BEAT)
                    For a while after that I tried
                    pretending that it was just cold
                    feet, that I could go back if I
                    wanted to, that I could decide to
                    end it like I'd planned. Then I'd
                    start to have that feeling again
                    and I knew I didn't have a choice.
                    Somehow this had already been
                    decided. And it made me hate this
                    thing that's been growing inside
                    me.
          A long beat, as Jeep considers her, then:

                              JEEP
                    You shouldn't say things like that,
                    Charlie. It isn't right. You'll
                    get through this. I know you will.
          She turns to him, the bitterness overtaking her:

                              CHARLIE
                    How come you have so much faith in
                    me, Jeep? God knows I've never
                    given you or anybody else a reason
                    to. Or is it that you just can't
                    find any other hard-luck case to
                    follow around?
          Jeep's face hardens.   He gets up.   Hurt.   Frustrated.

          

                                                                     68.

          

          

                              JEEP
                    You know, you're not the only who's
                    suffered, okay? Let me know when
                    you stop feeling sorry for
                    yourself.
          And with that, Jeep walks away, leaving Charlie to stare
          after him, disturbed and surprised by his response.

                                                            CUT TO:

          

          EXT. PARADISE FALLS GAS 'N' GRUB - ROOF - LATE AFTERNOON

          Sand and wind.    The INVISIBLE SUN is sinking.
          Kyle and Audrey are bundled together on the roof, keeping
          watch. Kyle is showing her how to hold the MP5.

                              KYLE
                    ...Then you just flip this --
          Audrey flips the safety.

                              AUDREY
                    Yeah, I got it. All the way down.
                    Two clicks.
          She points the gun out into the haze like she's been holding
          one all her life.
          Off Kyle's surprised look:

                              AUDREY
                    Dated this guy last summer. A
                    marine. Had a thing for guns.
                    Parents hated him.

                              KYLE
                    I bet they did.
          After a moment, Audrey switches the safety back on.   Hands
          the gun over to Kyle.
          Audrey stares into the red nothingness surrounding them. Her
          expression growing distant. She seems to have aged years
          overnight.

                              AUDREY
                    My parents hate everything I do.
                    That's why we were moving.

                                KYLE
                    Yeah?

          

                                                                         69.

          

          

                              AUDREY
                    They thought a more "wholesome"
                    environment would help me "change
                    my ways." So fucked up. Only
                    reason they care at all is cuz they
                    don't want to be embarrassed in
                    front of their friends at the
                    country club.
          Kyle considers her thoughtfully.

                              KYLE
                    The only time my old man ever paid
                    attention to me was when I was
                    doing somethin' bad. So you know
                    what I did?

                               AUDREY
                    What?

                              KYLE
                    I got really good at being bad.
          She smiles at this confession.    Can obviously relate.   He
          wipes a tear from her cheek.
          She leans in.   Kisses him.   Passionately.   Desperately.
          His hands trace over her body.
          She claws at him. Her passion growing out of control.
          She's practically devouring him. Kyle can barely keep up.
          It's like something else beyond sensual need has taken over.
          She moves down his chest.     Further.   Kyle leans his head
          back. Further.
          Just then the SPOT LIGHTS that illuminate the roof sign come
          to life.   The young couple stops to look up at the brilliant
          red word "Paradise" illuminated above them.
          Down below, the gas pumps LIGHT UP.      The station's
          FLUORESCENTS flicker on.

          

          INT. PARADISE FALLS GAS `N' GRUB - SAME

          All at once the entire diner COMES BACK TO LIFE.
          The jukebox WHIRS ON, filling the room with Merle Haggard's
          "I'm a Lonesome Fugitive".
          Bob's TV glows with bright rolling STATIC.
          The electric fan spins on above the grill.

          

                                                                    70.

          

          
          Jeep and Michael move to look through the slats at the
          window.
          Charlie is giving Sandra some water through a straw.
          Bob wanders in, squinting at the sudden presence of light.

                              BOB
                    We back in business?

                              MICHAEL
                    I don't think so.

          

          EXT. PARADISE FALLS GAS 'N' GRUB - ROOF - SAME

          The truck stop is lit up like a Christmas tree. If you
          didn't know better, you might mistake the place for business
          as usual. Kyle and Audrey stand on the roof, taking in the
          dramatic change.

                              AUDREY
                    Is it over?

                              KYLE
                    I don't know.
          HEADLIGHTS appear on the highway.

                              KYLE
                        (raising his gun)
                    You better get downstairs.

                              AUDREY
                    No, I can handle it.
          Kyle stares at Audrey's beautiful, determined face.    Then he
          pulls out his silver 45.

                              KYLE
                        (handing her the gun)
                    Just in case.
          The headlights become a FAMILY MINIVAN careening wildly off
          the highway to stop at the pumps.

                                 KYLE
                    Get ready.
          They aim their weapons at the vehicle.
          A well dressed MAN in his mid-thirties jumps out of the car.
          He looks around nervously, scared. Then, seeing that the
          coast is clear, he offers a calming wave to his WIFE and
          YOUNG BOY who wait anxiously for him inside the car.

          

                                                                     71.

          

          
          He races around to the gas pump.

                              KYLE
                        (lowering his gun)
                    Wait a minute.

                              AUDREY
                    Kyle, are they...
          A distant SCREECH from behind. Kyle and Audrey spin to look
          out over the back side of the diner.
          AN ARMY OF DARK SHAPES are swarming in fast.
          Kyle looks urgently back at the family.    The father lifts the
          pump. Flips the lever.

                              KYLE
                    It's a trap. They saw them coming
                    and turned on the lights. It's a
                    fucking trap!
          Kyle and Audrey wave their arms frantically at the family.

                             KYLE AND AUDREY
                    Hey! Get back in your car!      It's a
                    trap!
          But down below, the man can only hear the sound of RAGING
          WIND as he pumps the gas.
          Kyle fires his gun in the air.   BLAM!   BLAM!     BLAM!
          At the sound of gunfire, the man looks quickly up to the
          roof.   His family heard it too and they start to SCREAM TO
          HIM. The man can only see silhouettes in this light, but
          he's not waiting around to see if it's friend or foe.
          Audrey watches in horror as the dark shapes reach the diner.

                              AUDREY
                    They're not gonna make it.
          The father dashes to the driver's side.    He throws open the
          door.
          But he's too late. He looks over his shoulder just in time
          to see a BLUR OF MOVEMENT RUSHING AT HIM.
          His BLOOD PAINTS the car windows.
          Kyle raises his MP5 to fire upon the dark shapes that
          surround the vehicle like swarming insects.
          The wife and boy scream hysterically as they are torn from
          the vehicle by skeletal hands.

          

                                                                      72.

          

          

                              AUDREY
                        (pushing his barrel down)
                    Wait! You'll hit them too!
          So Kyle makes a desperately courageous play. He leaps onto
          the roof's sloped overhang -- sliding fast -- he drops to the
          ground in front of the diner.

                              AUDREY
                    Kyle!
          Kyle charges the dark mob. Creatures peel away from the
          woman and boy to confront Kyle head-on.
          He lets loose with a rain of bullets, eviscerating everything
          that comes at him.

          

          INT. PARADISE FALLS GAS 'N' GRUB - SAME

          The group gathered at the window sees Kyle racing out toward
          the pumps.

                               BOB
                    Jesus Christ, what the hell is that
                    boy doin'!

                              CHARLIE
                    We have to get `im back in here!
          Bob springs into action.   Pushes the booth away from the
          front door.
          The sound of a gun COCKING.
          Bob looks over to see Michael pointing a gun at his head.

                              MICHAEL
                    Don't. You open that door and we
                    could all be dead.

          

          EXT. PARADISE FALLS GAS 'N' GRUB - SAME

          The Possessed move in from all sides, but Kyle is remarkably
          agile, dropping one after another in a stunning display.
          He closes in on the family, blasting back the creatures
          huddled around them.
          He finds the YOUNG BOY curled up with his hands protectively
          covering his face.
          Kyle swoops down and gathers the boy into his arms.

          

                                                                     73.

          

          

                                 KYLE
                    I got you!
          Kyle moves on to the mother. But something odd is happening.
          The creatures have stopped coming at him.
          In fact, they're just standing there watching him.   Waiting.
          Kyle freezes.   CLOSE ON HIM as he senses something terribly
          wrong.

                                 YOUNG BOY (O.S.)
                    Mister...
          Kyle looks over at the boy in his arms.   GHOSTLY WHITE EYES
          stare back at him.

                               YOUNG BOY

                        (WHISPERS)
                    Fooled ya.

          A FLASH OF TEETH AS KYLE'S THROAT IS TORN OUT.
          Kyle drops to his knees.
          Up on the roof, Audrey watches helplessly as Kyle falls.

                                 AUDREY
                    Kyle!

          

          INT. PARADISE FALLS GAS 'N' GRUB - SAME

          Bob kicks over a table in disgust.

                              BOB
                    Damn it all to hell!

                               CHARLIE
                    Oh, no.   Audrey...
          Out the window they see Audrey drop down from the roof and
          run towards Kyle.

          

          EXT. PARADISE FALLS GAS 'N' GRUB - SAME

          The young boy stands over Kyle, silently watching the life
          drain from his body.
          The boy looks up to see Audrey approaching fast. Tears
          suddenly appear in his eyes. He opens his arms pleadingly to
          her.

          

                                                                      74.

          

          

                                 YOUNG BOY
                    I'm sorry!     I didn't mean to!

                                 AUDREY
                    Fuck you!
          Audrey raises the 45 and ...     CLICK.   CLICK.   CLICK.
          She keeps pulling the trigger.    Nothing.
          The boy's tears stop instantly. He looks at her with an
          eerie calm for someone so young.

                              YOUNG BOY
                    You're gonna die now.
          The boy moves toward Audrey, stepping over Kyle's body.
          Audrey backs away. She looks toward the entrance to the
          diner. Blocked by advancing creatures.
          They're everywhere.    She's trapped.
          She notices the open door to the MINIVAN.     And so she BOLTS.
          Audrey dives into the car as the throng of creatures rapidly
          closes in. She hammers the auto door lock. CLUNK!
          She moves to the center of the car as gruesome faces press
          against the windows. A nightmare come to life.

          

          INT. PARADISE FALLS GAS 'N' GRUB - SAME

          Panic.
          Charlie rushes to Michael's side.

                              CHARLIE
                    Do you have no heart?!     She's just
                    a kid!
          But he's immovable.

                              CHARLIE
                    You can't let her die!
                        (grabbing a gun from the

                         TABLE)
                    I swear if you don't do something,
                    I will!
          Charlie COCKS the gun, moves toward the door.

                                 MICHAEL
                    Wait.

          

                                                                    75.

          

          
          Charlie looks back at him, defiant.   No one breathes.   Then:

                              MICHAEL
                        (raising his guns)
                    Open the door.
          Bob springs into action, clearing the door and flipping the
          dead bolt. The door is opened and Michael charges passed
          Charlie and out into hell.

          

          EXT. PARADISE FALLS GAS 'N' GRUB - CONTINUOUS

          With stunning calm, Michael marches straight for the pumps.
          IN THE MINIVAN, Audrey screams as the windows begin to CRACK.
          She's running out of time.
          Michael grabs a gas pump, flips the lever and points it at
          the minivan. What's he up to?
          The creatures covering the car turn to look at Michael as if
          they've just now noticed him.
          And that's when he starts spraying gas at them. But wait,
          there's more to this trick. Up comes Michael's Glock in his
          other hand and BLAM! BLAM! BLAM!
          The spray of gas EXPLODES into a SPRAY OF FIRE!
          The MINIVAN is engulfed in flames.
          Creatures tear away from the car like fiery comets through
          the night.
          The windows EXPLODE, showering Audrey with tiny shards of
          glass.
          Michael drops the gas pump.
          He reaches through a fire rimmed broken car window and
          unlocks the door.
          Audrey looks up to see Michael's expressionless face CIRCLED

          BY A RING OF FIRE.

                              MICHAEL
                    Come with me.
          Meanwhile, fire is spreading quickly under the car...
          Michael pulls Audrey from the flaming vehicle.

                              MICHAEL
                    Run.

          

                                                                    76.

          

          
          And together they run toward the open diner door.

          BEHIND THEM THE MINIVAN EXPLODES.   A BALL OF FIRE ROARS AT

          THEM!

          

          INT. PARADISE FALLS GAS 'N' GRUB - CONTINUOUS

          Everyone's eyes go wide at the insanity they're witnessing.
          Audrey is the first one in.
          Michael is almost there.   But the fire is faster, ENGULFING

          HIM IN FLAME!

                               CHARLIE
                    Michael!

                              BOB
                        (pulling Charlie away from
                         the door)
                    Get back!
          BURSTING OUT OF THE FLAMES, Michael marches confidently into
          the diner. Jeep slams the door CLOSED just as the WALL OF

          FIRE REACHES THEM.
          Everyone hits the deck as the FIRE SHOOTS THROUGH THE SLATS
          covering the windows like spindly fingers reaching for prey.
          Michael's clothes are a smoky, smoldering mess.   Jeep and Bob
          rush to pat him down.
          Audrey's coughing from the smoke.

                              CHARLIE
                    I'll get some water!
          Charlie dashes behind the counter to the sink.    She fills up
          a pitcher of water.
          She turns away from the sink with the filled pitcher...
          And SCREAMS!
          The YOUNG BOY with the lifeless white eyes stands before her
          wielding an ENORMOUS BUTCHER'S KNIFE.
          The pitcher shatters LOUDLY on the floor.
          The boy swings the knife at her, slicing open the waitress
          outfit covering her pregnant belly.
          Charlie tumbles back to the ground behind the counter. She
          frantically pushes herself away from the approaching boy.

          

                                                                       77.

          

          
          But she doesn't have far to go before she'll run out of room
          to maneuver.

                                 YOUNG BOY
                       C'mon, don't be scared. I just
                       wanna play with your baby.
          That's it.    She's backed against the end of the counter!
          The boy raises the knife to strike.
          Charlie grabs a baking pan off a shelf. Swings it out in
          front of her body like a shield, as the KNIFE IS DRIVEN DOWN.
          CLANG! The knife hits the pan hard and stops. But the boy's
          hands don't. They slip off the handle and run right down the
          blade.
          The knife CLATTERS to the ground.
          The boy instinctively raises his hands to strike again, but
          there's no knife.
          Charlie watches in horror as the boy calmly realizes that his
          THUMBS ARE MISSING. Blood sprays from the stumps.
          Charlie pulls her legs in close then rockets them out at the
          boy's chest. He's catapulted away from her.
          Michael leaps over the counter, landing in front of Charlie,
          guns ready for action. But the boy is gone.

                                 MICHAEL
                       Are you hurt?
          Charlie shakes her head no.

                                 CHARLIE
                       Where is he?!
          That's when the electricity goes out once again, PLUNGING THE

          DINER BACK INTO DARKNESS.

                                 JEEP'S VOICE
                       He's still in here!
          FLASHLIGHT BEAMS fan out across the diner.
          LIGHTING under chairs.    Under tables.

                                 BOB'S VOICE
                       Where the fuck is he?!
          A SCAMPERING SOUND... MOVING FAST.    Everybody spins to track
          the location of the sound.

          

                                                                       78.

          

          
          As soon as they move in one direction, the SCAMPERING is
          heard in another.
          Jeep's LIGHT CATCHES SOMETHING ON THE GROUND.      A TRAIL OF

          BLOOD.

                                JEEP
                      He's bleeding!

          THE BEAMS OF LIGHT JOIN TOGETHER, MOVING FAST TO TRACK THE

          BLOOD ACROSS THE DINER WHERE IT ENDS AT...

          A WALL...
          Jeep raises his LIGHT UP THE WALL WHERE THE TRAIL OF BLOOD

          REACHES THE CEILING AND...STOPS.

                                BOB
                      What the fuck?

          SCREECH!   THE BLOODY BOY SPRINGS OFF A TABLE BEHIND THEM AND

          LANDS ON BOB'S BACK.
          Bob flails around trying to pull the boy's small, but deadly
          strong arms away from his neck.

                                   JEEP
                      Dad!
          Jeep can't get a clear shot.       Bob's gasping for air.
          Michael grabs the boy and fiercely rips him off of Bob's
          back. He swings the boy around like a living shot put.

                                   MICHAEL
                      Get ready!
          Jeep and Bob whip up their guns as Michael throws the wicked
          creature into the air.
          Sandra's vacant face flickers in the light as the SOUND OF
          GUNFIRE AND INHUMAN SCREAMING fill the diner.
          And then in moments...      All is QUIET.
          BEHIND THE COUNTER, Audrey helps Charlie to her feet.       She
          WINCES. Doubles over, clutching her stomach.

                                   CHARLIE
                      Oh, no!
          Michael lowers his flashlight.      CLEAR FLUID runs down
          Charlie's legs.

                                                                 CUT TO:

          

                                                                   79.

          

          

          

          EXT.   PARADISE GAS `N' GRUB - LATE NIGHT

          Inky darkness.   A flickering light emanates from within the
          diner.
          TITLE:   "December 25th - 3:33am"
          The sound of CHARLIE'S SCREAM, carries us to:

          

          INT. PARADISE FALLS GAS 'N' GRUB - LATE NIGHT

          Charlie, drenched in sweat is writhing on the ground with
          Michael holding down her arms and Audrey kneeling between her
          legs. Pots of steaming water surround them.

                               AUDREY
                     What am I supposed to do? Just
                     `cause I'm a girl doesn't mean I
                     automatically know how to do this!

                               MICHAEL
                     Just do as I say.

                               AUDREY
                     Yeah, but, how do you know how to
                     do this?!

          

          EXT. PARADISE FALLS GAS 'N' GRUB - ROOF - SAME

          Bob and Jeep keep watch.
          The SPECTRAL LIGHTS in the distance seem to be growing larger
          -- closer.
          Charlie's SCREAMING rises up from below.

                                BOB
                     What a way to bring a child into
                     the world.
                         (looks over at Jeep)
                     She ever tell you his name?

                               JEEP
                     She's never said. I just assumed
                     it was Joe Danvers. You know how
                     she's always had a thing for bad
                     boys.
          Bob hears the spite in Jeep's voice.

          

                                                                     80.

          

          

                              BOB
                    Jeep, sooner or later she'll
                    realize you're the best thing
                    that's ever happened to her.

                              JEEP
                    I thought you said I should move
                    on?

                              BOB
                    Can't a father be wrong sometimes?
          Jeep considers Bob with a smile, then comes the sound...
          A DEEP, LONG, BODY RUMBLING TONE rising up off the plain, as
          if emanating from the largest HORN ever constructed.

                              JEEP
                    What was that...?
          The SPECTRAL LIGHTS dot the landscape now with untold
          numbers.

          

          INT. PARADISE FALLS GAS 'N' GRUB - CONTINUOUS

          Michael reacts to the sound. An urgency comes over him.
          Audrey arrives with more steaming water.

                              AUDREY
                    What is that?!

                              MICHAEL
                    He's coming. We have to hurry.

                              AUDREY
                    Who's coming? Whaddya mean hurry?
                    This isn't something you can
                    exactly hurry, is it?

                              MICHAEL
                    Charlie, I need you to push. I
                    need you to push as hard as you
                    can.

                              AUDREY
                    Michael, who's coming?!
          Charlie pushes, tears streaming down her face, delirious with
          pain. It's a gruesome, bloody affair. It's getting close.

                              MICHAEL
                    We're almost there...

          

                                                                    81.

          

          

          

          EXT. PARADISE FALLS GAS 'N' GRUB - ROOF - SAME

          Jeep and Bob watch helplessly as the ARMY OF CREATURES has
          closed within a hundred yards of the diner. Their ranks
          stretch back seemingly without end into the darkness.

                              JEEP
                    We're not gonna make it outta here,
                    are we?
          Bob looks at his son.   The agony stretched across his face.

                              BOB
                    I'm sorry Jeep. This shouldn't be
                    happening to you...
          Jeep rests a comforting hand on his father's shoulder. Bob
          pulls his son close and hugs him with all his might, tears
          filling his eyes.

          

          INT. PARADISE GAS `N' GRUB - SAME

          Amidst the dirt and darkness, Charlie lets out a final
          agonizing SCREAM...
          ...and then comes a BABY'S CRIES.   Audrey, eyes wide, holds
          up the CHILD. Stunned. Elated.

                              AUDREY
                    Oh my god...we did it!    Charlie,
                    you did it!
          Audrey places the child in Charlie's arms. She stares at the
          baby, holding it at a distance, unsure of whether to embrace
          it or be terrified by it. A commitment she's not yet ready
          to make, even at this late hour.

                              AUDREY

                        (CONFUSED)
                    It's okay. The baby's okay.
          Charlie looks to Audrey, tears streaming down her face.

                              CHARLIE
                    I don't...I...
          Audrey looks to Michael, unsure.

                              MICHAEL
                    Take him... Give her a minute.
          Audrey nods, takes the baby back from Charlie, tries to
          soothe him by pacing around the diner.

          

                                                                        82.

          

          

                                AUDREY
                      It's okay...It's okay...Shhh...
          Another DRONE OF THE HORN RATTLES THE WALLS.      Menacing.
          Closer.
          Audrey   reacts, crosses to the counter, turns on the radio,
          trying   to drown out the sound of the approaching menace. Out
          of the   STATIC, the haunting sounds of BING CROSBY singing
          SILENT   NIGHT fills the room. The quiet before the storm.
          Michael helps Charlie quickly clean herself up.     She stares
          at him, a burning spite in her eyes.

                                CHARLIE
                      So are we safe now?   Is it over?

                                MICHAEL
                      No. Killing the child would have
                      ended the war before it had begun.
                      Now, at least, he will have a
                      chance to grow up, a chance to lead
                      the world out of darkness.
          Those words provide her little comfort.

                                CHARLIE
                      And what happens until then...?

                                MICHAEL
                      You'll need to teach him how.
          Charlie shakes her head, this is all too much.

                                CHARLIE
                      What makes you think I can do that?
                      What makes you think I want to do
                      that? If he's so important, why
                      don't you take him?

                                MICHAEL
                      Each of us has a burden. This one
                      is yours and yours alone. Maybe
                      someday you'll understand what that
                      means.
          Off Charlie's look, we move across the diner where Audrey
          approaches her mother, kneels down in front of her. Despite
          how much her mother pisses her off, it breaks her heart to
          see her in such a demoralized state.

                                AUDREY
                      Mama? Can you hear me?
                          (holds up the baby)
                      We did it...The baby's alive.

                                (MORE)

          

                                                                   83.

          
                                 AUDREY (cont'd)

                        (BEAT)
                    Mama?
          If Sandra hears her daughter, it doesn't show in her face.
          Tears well up in Audrey's eyes as she moves away from her
          mother. But we HOLD here and...
          DRIFT DOWN BEHIND THE CHAIR TO REVEAL Sandra's hands are
          loosening the bonds. BLOOD TRICKLES from where the rope's
          cut through her skin.

          

          EXT. PARADISE FALLS GAS 'N' GRUB - SAME

          DRIFTING THROUGH the dark shapes as the BABY'S CRIES
          reverberate up and down the ranks. They begin to look about
          frantically, agitated by the sound. Some even begin to back
          away from the diner.

                                                         DISSOLVE TO:

          

          EXT. DESERT - CONTINUOUS

          Off in the distance, the diner is but a dim flickering light
          above the plain. It could almost be mistaken for a stable in
          a desert town a long time ago.
          THREE STARS burn bright and low in the black sky.
          All around us the DARK CREATURES are cowering from sound of
          the CRYING INFANT whose wails seem to grow even LOUDER the
          further away from the diner we get.

          

          HIGH ABOVE THE TRUCK STOP
          In the darkness below we see the lights of the legions of
          creatures dot the landscape and at the center of it all, the
          truck stop.
          The sound of WINGS BEATING AGAINST THE WIND.

          AND WE'RE DRIFTING DOWN TOWARD THE DINER ENTRANCE.   LIKE A

          BIRD CIRCLING ITS PREY.

          

          INT. PARADISE FALLS GAS 'N' GRUB - SAME

          Jeep and Bob enter the diner to see Michael helping Charlie
          to her feet, while Audrey continues to pace, the bundle of
          bloody blankets cradled in her arms.

                              JEEP
                    Something's happening.    They're
                    moving away.

          

                                                                       84.

          

          

                              MICHAEL
                    The Possessed can't come near the
                    child, so He sent someone that can.
                    Someone like me.

                                 BOB
                    Who?

                              MICHAEL
                    Gabriel. My lieutenant.      He's come
                    to do what I wouldn't.
          ON JEEP as the realization hits him.

                              JEEP
                    Your orders...
          Michael looks at Jeep.

                              JEEP
                    You were the one who was supposed
                    to kill the baby? That was the
                    order you didn't obey.
          Michael nods grimly.    Charlie looks urgently at Michael.

                              CHARLIE
                    What's he talking about?
          The baby CRIES LOUDER.

                              CHARLIE
                    Michael, what the hell's he talking
                    about?!

                              MICHAEL
                    There was never meant to be a
                    Second Coming. But we've just
                    changed that. The child lives.
                    The future is unwritten. There's
                    still hope.
          Charlie, shaken by this revelation, reaches out to Audrey.

                                 CHARLIE
                    Audrey...?
          Audrey moves to hand over the baby to Charlie...

          ...AND THAT'S WHEN SANDRA SPRINGS OUT OF HER CHAIR AND

          SNATCHES THE BABY FROM AUDREY'S ARMS!
          Sandra backs away from them, moving toward the front door.
          Hers is the face of madness.

          

                                                                    85.

          

          

                               SANDRA
                     Stay away from me!    Don't come any
                     closer!

                                AUDREY
                     Mom!

                               BOB
                     Don't do it, lady!

                               SANDRA
                     You heard what he said. They just
                     want the baby. Maybe if we just
                     give it to them, then they'll let
                     us go!
          Michael cocks his gun.   Points it at Sandra.

          THE HORN BLARES ONCE MORE, DEAFENING, SHAKING EVERYTHING IN

          THE DINER. IT'S RIGHT OUTSIDE THE DOOR.
          Charlie squares off with Sandra, panic in her eyes.

                               CHARLIE
                     Give him to me!

                               SANDRA
                     Why?! You never wanted him in the
                     first place!
          Charlie stares at her in horror, the truth of those words
          rattling her to the very core.

                                CHARLIE
                     No...   I...
          Sandra is almost to the front door.

                               SANDRA
                     It's just one baby.   Just one.

          CRASH!   THE DOOR IS TORN OFF ITS HINGES.
          A brilliant SPECTRAL LIGHT pours into the diner.
          Sandra is blinded.   She raises a hand to block the light.
          And that's when Michael fires.    BLAM!
          Sandra staggers back, blood dripping from the hole in her
          forehead, and...

          ...THE BABY GOES FLYING OUT OF HER HANDS!
          Charlie screams and the WORLD MOVES INTO SLOW MOTION...   And
          everything suddenly goes very QUIET.

          

                                                                     86.

          

          
          Michael fires again.   Blowing Sandra's body back through the
          doorway.
          Jeep watches the baby sail SLOWLY through the air.
          The time for Jeep to act is now!
          Jeep DIVES for the baby...catching the bundle of rags mere
          inches from the ground! And then he looks up to see...
          The dark SILHOUETTE OF A MAN approaching from out of the
          spectral light. A MAN WITH WINGS.
          Jeep's eyes grow wide as the FIERCE ANGEL steps into the
          diner. But this looks like no angel we've seen before.
          This is a creature built for war. Rough hewn, battle
          scarred. His body armor making him appear disturbingly
          insect like. His wings are not feathery or gentle. Rather
          they are hard, mechanical, an organic machine.
          The angel's wings retract with clockwork-like precision.
          And now that we see the his face clearly, we notice his
          striking resemblance to Michael. We might even mistake them
          for brothers.
          His name is GABRIEL.
          Gabriel raises a massive, ferocious, strangely mechanical
          looking MACE in his powerful hands.
          And the world returns to NORMAL SPEED as Gabriel brings the
          mace arcing down at Jeep.
          Jeep rolls! CLANG! The weapon just misses him, hitting the
          floor in a spray of sparks, literally CRACKING THE GROUND.
          Gabriel brings the mace up again.   Jeep won't be so lucky
          twice.

                              BOB (O.S.)
                    Sonuvabitch!
          Bob charges at the creature, sub-machine gun blazing.
          Gabriel reacts by instantly UNFOLDING HIS WINGS and launching
          himself into the air. The bullets clawing up the wall behind
          him.
          But Bob's heroic move has given Jeep time to get up and run
          with the baby for the back of the diner. He thrusts the
          child into Charlie's hands. And without even thinking, she
          pulls the child protectively to her chest.

          

                                                                    87.

          

          
          Gabriel drops down in front of Bob, whipping his wings around
          like a deadly, RAZOR SHARP FAN!
          Bob stops firing, a look of surprise stretches over his face.
          His gun falling from his hands.
          Blood begins to pour out of the slice across his belly.

                               JEEP
                    No!
          With a sweep of his hand, Gabriel sends Bob flying across the
          diner where he crashes down behind the counter near the
          stove.
          Michael GRABS JEEP'S HAND before the boy can rush back into
          the fray.

                               MICHAEL
                    No, Jeep! You must protect the
                    child now!

                               JEEP
                    Me?!   What about you?

                              MICHAEL
                    My path ends here. You are the
                    true protector. You always have
                    been.
          Jeep shakes his head, panic setting in.

                              JEEP
                    But I don't know what to do!

                              MICHAEL
                    Find the Prophets.   Learn to read
                    the instructions.
          Michael lets go of Jeep's hand and turns away to face
          Gabriel, leaving Jeep to contemplate those final words.

                              JEEP
                    Prophets? What Prophets?   What
                    instructions?!
          And that's when Jeep opens his hand to find the KEYS to
          Michael's Police Cruiser.
          Jeep looks up from the keys to see Charlie, Audrey and the
          baby. The responsibility crashing in on him. Then he closes
          his hand around the keys, determination building.

                               JEEP
                    C'mon!

          

                                                                  88.

          

          
          Charlie looks past Jeep to see Michael returning to the fray.

                                 CHARLIE
                    Wait!     We can't leave him!

                              JEEP
                    We have no choice!    We have to get
                    to Red Rock!
          He pulls Charlie past the counter toward the back office.
          Jeep stops when he sees his father's broken body lying on the
          ground by the stove in a pool of his own blood.
          Bob's half open eyes focus on his son. In his outstretched
          hand is that goddamn ZIPPO LIGHTER... and next to that, a
          BROKEN GAS PIPE leading to the stove.
          Jeep is terrified.

                                 JEEP
                    Dad!
          Jeep tries to help him up.

                              BOB
                    Leave me, Jeep.     My place is here,
                    remember?

                              JEEP
                    But Dad...!
          Bob smiles weakly at his son and says simply:

                                 BOB
                    Run.
          And so Jeep, fighting back tears, does what his father says.

          

          INT. PARADISE FALLS GAS 'N' GRUB - BACK OFFICE - CONTINUOUS

          Audrey and Jeep push the desk away from the door.
          Charlie opens it.    Sand swirls in around her.
          And Jeep leads the trio out the door.

          

          INT. PARADISE GAS `N' GRUB - SAME

          Michael and Gabriel square off in the diner, not like
          enemies, but like brothers on opposite sides of a terrible
          family conflict.

          

                                                                    89.

          

          

                              MICHAEL
                    I knew he'd send you, Gabriel. You
                    were always so eager to please Him.

                              GABRIEL
                    Unlike you...the rebellious son.
                        (noticing Michael's scars)
                    Pity about your wings. They would
                    have helped you now.

                              MICHAEL
                    To not feel their burden...is a
                    dream.

                              GABRIEL
                    You think you can defy Him and not
                    pay the price?

                              MICHAEL
                    The child lives. What happens to
                    me doesn't matter now.

                               GABRIEL
                    Yours is a fool's sacrifice. You
                    can help them sneak out the back
                    door, but they won't escape.

                        (BEAT)
                    And neither will you, brother.
          Michael slowly approaches Gabriel.

                               MICHAEL

                        (SOFT)
                    I'm not running anymore.
          Gabriel hesitates, doubt clouding his face.    This was not
          what he was expecting.

                              MICHAEL

                        (SENSING)
                    Join with me. You don't need do
                    this. There's another way.
          A beat, then Gabriel's expression hardens.

                              GABRIEL
                    There is no other way...
          He pulls back from Michael, raising the mace -- SCHING! --
          LONG DEADLY SHARP SPIKES BURSTS FROM ALL ITS SIDES...as if it
          wasn't bad-ass enough.
          And the fight begins.

          

                                                                    90.

          

          
          It's mace against machine gun and strangely enough, it seems
          under Gabriel's deft control, the mace is the vastly superior
          weapon.
          With the aid of his wings, Gabriel moves with staggering
          speed, defying gravity to avoid the rain of bullets. The
          place is getting absolutely shot to hell.
          Michael leaps from table top to table top as Gabriel brings
          the mace brutally down -- splintering everything it touches.
          Michael leaps onto the last unbroken table top -- spins to
          fire. Gabriel pushes into the air, jabbing a spike straight
          into the barrel of Michael's MP5. The gun explodes in
          Michael's hands, sending him rocketing backwards where he
          lands on the counter.
          Gabriel swoops in fast. Michael kicks him in the chest,
          sending him fluttering back.
          Michael thrusts himself to his feet.   Gabriel recovers, jabs
          again.
          Michael grabs a hold of Bob's ceiling mounted TV for support
          and lifts his body just above the deadly spike.
          Michael kicks Gabriel in the head, momentarily stunning him.
          Michael dives at Gabriel, landing an awesome flurry of
          punches.
          Gabriel is rattled back by the assault.   He clumsily lifts
          his mace and thrusts with it.
          Michael narrowly evades the razor point, which drives into a
          wall.
          Michael smashes down on Gabriel's wrist, CRACKING the bones.
          A swift kick to the chest and Gabriel is thrust crashing
          back, losing his grip on the weapon.
          Michael takes a running leap onto Gabriel's back.
          Gabriel launches wildly into the air, trying to throw Michael
          off. They hit the ceiling, but Michael hangs on. Choking
          the life out of Gabriel.

          

          EXT. PARADISE FALLS GAS 'N' GRUB - CONTINUOUS

          Audrey and Jeep help Charlie quickly move around the side of
          the diner where the cruiser is parked. They are buffeted by
          winds and sand.
          Jeep puts Charlie and the baby into the front passenger seat
          while Audrey hustles in back.

          

                                                                    91.

          

          
          Jeep rounds to the driver's side.     Hops in.

          

          INT. POLICE CRUISER - CONTINUOUS

          Jeep frantically tries to get the right key into the
          ignition.
          It's in.
          Jeep turns the key but the ENGINE STRUGGLES TO FIRE UP.
          Panic.

                               CHARLIE
                     Come on, Jeep!

                               JEEP
                     I'm trying!
          Jeep gives it some gas, but the ENGINE'S NOT CATCHING.
          A DARK SHAPE POUNCES ONTO THE HOOD OF THE CAR. The light
          catches it, revealing the disfigured face and beard of a
          SHOPPING MALL SANTA CLAUS, his oversized belly gruesomely
          distended.
          Charlie screams.

                                JEEP
                     Fuck!
          Jeep pumps the gas and the ENGINE BURSTS TO LIFE!
          The creature's about to punch a fist through the glass

                               JEEP
                         (throwing the car in

                          REVERSE)
                     Hang on!
          Jeep floors it, causing the cruiser to rocket backwards
          toward the highway.

          BUT THE CREATURE HANGS ON!
          Jeep pulls the wheel hard and the cruiser whips around a full
          180 onto the road.

          THE CREATURE SHOOTS OFF THE CAR AND HITS THE ASPHALT.
          Jeep throws it in drive just as the POSSESSED SANTA rises
          from the pavement.
          Pedal to the metal.

          

                                                                  92.

          

          
          The creature doesn't have a chance as the cruiser PLOWS into
          him.
          BONES CRUNCH as a flash of red and white is sent sailing over
          the car and tumbling down onto the road behind them in a
          cloud of dust.
          Jeep clenches the wheel, pedal to the floor.

                              JEEP
                    Okay, we need to figure out our
                    weapon situation.   Hopefully
                    Michael didn't take everything out
                    of the car.
          Jeep places his Glock on the dash. He sees that he's got a
          police issue shotgun in the front seat rack. Charlie
          searches under her seat.   Pulls out a...GRENADE.

                              CHARLIE
                    Is this what I think it is?

                             JEEP
                    Yes. Now just put it down...
                    Slowly.
          Charlie places it onto the seat.
          Audrey fishes around in the backseat.

                              AUDREY
                        (holding up each item)
                    Okay, all I got is a flare gun
                    thing. Looks like we got a box of
                    flares to go with it.

                               JEEP
                    Okay. Okay. Handgun. Shotgun. A
                    a flare gun... And a grenade.
                    Alright.
                        (hands Charlie the Glock)
                    Load this.

                        (BEAT)
                    Audrey, can you figure out how to
                    load that flare gun without killing
                    us all?

                                 AUDREY
                    I can try.

                              JEEP
                    Try real hard, okay?
          Audrey anxiously sets about loading the flare gun.

          

                                                                     93.

          

          

          

          INT. PARADISE FALLS GAS `N' GRUB - SAME

          Gabriel flies into a wall in an attempt to crush Michael.    He
          fails that but succeeds in leaving a massive dent.
          Gabriel runs/flies for the opposite wall. This one doesn't
          hold and the two enemies crash through it into the bathroom.
          Unbelievably Michael is still holding on.
          Gabriel is up. He thrusts himself back into the bathroom
          mirror. It shatters painfully behind Michael.
          Gabriel rages out of the bathroom and into the diner.
          Michael continues to ride him like a wild bull.
          Gabriel slams Michael into a wall once more.   It's a brutal
          struggle.
          Gabriel spots his mace sticking out of the wall within arms
          reach.
          He grabs it, holding it futilely in front of him. From this
          angle he'd never be able to hit Michael with it. Gabriel's
          strength is giving way. Michael is winning.
          Gabriel lets out a tremendous ROAR and plunges one of the
          mace's long spikes into his own stomach. Michael's eyes go
          wide with surprise, his grip loosens. Gabriel has run them
          both through.
          Gabriel rips the mace from his body and stumbles forward.
          Blood pours from a huge hole in Michael's chest.   Right
          through his heart.
          Gabriel looks down at the hole in his own belly. Not nearly
          as bad as Michael's. Apparently there's not a lot of blood
          left in this guy.
          Michael falls to his knees.   Weakening.
          Gabriel looms over Michael.   Michael looks up at him, blood
          leaking from his mouth.

                              GABRIEL
                    You always wanted to live like one
                    of them...Now you'll know how it
                    feels to die like one of them.
          Gabriel raises the mighty mace above his head.
          Michael closes his eyes.   Submitting.
          The mace comes swinging down...

          

                                                                       94.

          

          

          

          INT. POLICE CRUISER - DRIVING - SAME

          The cruiser hits the FLY STORM. Black. Nothing is visible
          beyond the windows. BUZZING surrounds them. DEAFENING.
          Jeep turns on the windshield wipers.     Hits the brights.
          PING!   PING!   PING!   Driving blind!
          ON THE SPEEDOMETER as their speed slows to a crawl.

                                  AUDREY
                     Go faster!

                               JEEP
                     I can't fuckin' see!
          Charlie's desperately trying to soothe her SCREAMING baby.
          ON THE AIR VENTS as FLIES start crawling in.

                                  JEEP
                     Oh, no.

          

          INT. PARADISE FALLS GAS 'N' GRUB - SAME

          Gabriel is looking down upon Michael's broken body.
          Something is happening to his skin. The DARK WRITING THAT
          COVERS HIS BODY is beginning UN-WRITE itself and DISAPPEAR...

          

          INT. POLICE CRUISER - DRIVING - SAME

          Charlie is struggling to close the air vents to stop the
          inflow of BUZZING insects. It's not working!
          She looks to Jeep in desperation, but something more
          frightening catches her attention.
          The INTRICATE WRITING is beginning to appear on Jeep's arm,
          snaking its way up from his wrists like VINES.

                               CHARLIE
                     Jeep, your arm!
          Jeep sees it, eyes go wide.

                               CHARLIE
                     What is it?
          A beat, as Jeep remembers Michael's parting words...

          

                                                                     95.

          

          

                              JEEP
                    The instructions...

          

          INT. PARADISE GAS `N' GRUB - SAME

          Gabriel watches as the last of the writing FADES from
          Michael's body when he hears a faint CLICKING sound from
          somewhere in the diner.
          Gabriel moves gracefully through the destroyed diner, toward
          the source of the CLICKING.
          He steps behind the counter and finds Bob lying in a massive
          pool of blood.
          It takes the creature a moment to realize that the CLICKING
          sound is coming from Bob's SILVER ZIPPO.
          Bob is focusing every last ounce of life in his body to
          lighting that lighter. CLICK... CLICK... CLICK...
          Bob looks at Gabriel.

                               BOB
                    Sorry...   We're closed.
          And with one last brush of his thumb, Bob's trusty ZIPPO

          IGNITES.
          Gabriel's eyes go wide as the TINY FLAME DANCES in front of
          the stove's broken gas line.
          Gabriel spins and runs like hell as the gas explodes.

          A STREAM OF FIRE ENGULFS HIM AS HIS WINGS UNFOLD AND HE LEAPS

          INTO AWESOME FIERY FLIGHT.

          

          INT. POLICE CRUISER - DRIVING - CONTINUOUS

          The MASSIVE EXPLOSION rocks the slow moving vehicle.
          In the rearview mirror, Jeep sees the CLOUD OF FIRE
          MUSHROOMING UP in the sky behind them. It's eerily
          magnificent.

                              CHARLIE
                    The swarm, it's fading!
          Jeep looks back to the road as, sure enough, the FLY SWARM
          suddenly dissipates all around them, revealing a CLEAR VIEW
          of the highway ahead. Jeep knows at what price this good
          fortune has come.

          

                                                                     96.

          

          

                              JEEP
                    Thank you...

          AND THAT'S WHEN THE WORD "PARADISE" CRASHES DOWN LIKE A BALL

          OF FIRE ONTO THE ROAD DIRECTLY IN FRONT OF THEM!

                                JEEP
                    Oh, shit!

          

          EXT. HIGHWAY - CONTINUOUS

          The cruiser PUNCHES through the burning "Paradise" sign,
          smashing it into fiery pieces!
          The cruiser charges on down the endless highway, burning bits
          of sign swirling in its wake.

          

          INT. POLICE CRUISER - DRIVING - CONTINUOUS

          From the back seat, Audrey watches the fire recede into the
          distance.

                              AUDREY
                    I can't believe it.   Is it really
                    over...?
          Up front Jeep stares out at the dark road ahead.

                              JEEP
                    No...It's just starting...

          

          EXT. PARADISE FALLS GAS 'N' GRUB - SAME

          Burning wreckage everywhere.
          DRIFTING THROUGH IT until we settle on the SPIKE-SCEPTER
          stuck firmly in the ground. Flames ring the handle.

          

          EXT. HIGHWAY - SAME

          The cruiser blazes down the highway.

          

          INT. POLICE CRUISER - DRIVING - SAME

          Charlie cradles the baby, apprehensive. The baby looks up at
          her, smiles. She can't help but smile back at him. Jeep
          eyes her.

          

                                                                    97.

          

          

                              JEEP
                    Better not hold him too long.
                    Might get attached.
          Charlie looks over, feels his lingering anger.

                              CHARLIE
                    Look, I'm sorry for what I said to
                    you earlier, `bout you following me
                    around. I didn't mean it.

                              JEEP
                    Nothin' to be sorry about. It's
                    true. I did follow you around. At
                    least now I know there was a good
                    reason.
          Charlie's reacts, a bit stung.
          Jeep tries to hide his pleasure that the tables have turned
          at least a little. Charlie is about to respond when Audrey
          leans in from the back seat.

                              AUDREY
                    We're here.
          She points ahead to a beaten up road sign that says:
          "Now Entering Red Rock National Park, Next Rest Stop 30

          MILES"

                              JEEP
                    Okay, all we gotta do is --

          CRASH!
          The roof buckles above them.   The windows BLOW OUT.

          

          EXT. RED ROCK NATIONAL PARK ROOD - CONTINUOUS


          GABRIEL SMASHES DOWN ON THE CRUISER'S ROOF WITH MASSIVE

          FORCE!

          USING HIS MIGHTY WINGS FOR BALANCE HE BEGINS TO STOMP ON THE

          ROOF, CRUSHING IT DOWN AS IF IT WERE A SODA CAN!

          

          INT. POLICE CRUISER - DRIVING - CONTINUOUS

          Jeep, Charlie and Audrey slip frantically down in their seats
          as the roof presses down at them. The windows BURST.
          Jeep grabs the Glock and fires wildly up at the roof.

          

                                                                     98.

          

          

          

          EXT. POLICE CRUISER - DRIVING - CONTINUOUS

          Gabriel takes a direct hit in the thigh, causing him to slide
          off the roof and onto the trunk where he grabs a hold of the
          rear window frame for support.

          

          INT. POLICE CRUISER - DRIVING - CONTINUOUS

          With tremendous strength, Gabriel pulls his upper body
          through the broken back window toward Audrey.

                              AUDREY
                    Jeep!
          Jeep swings the gun around.

                              JEEP
                    Duck!
          BLAM! Gabriel takes one in the shoulder, but it doesn't slow
          him down.

                              JEEP
                    Audrey, the flare gun!
          Audrey desperately tries to load a flare while avoiding
          Gabriel's grasp. Jeep can't get off another shot without the
          risk of hitting Audrey.
          Gabriel is almost entirely in the car now.
          Audrey swings the flare gun toward Gabriel, but he knocks her
          hand aside just as she pulls the trigger and the flare goes
          off INSIDE THE CAR!
          Jeep ducks. The CAR SWERVES MADLY. The flare RICOCHETS
          through the cabin, lighting it up like the Fourth of July!
          Gabriel lunges for Charlie just as the flare bounces off the
          windshield - PING! - and nails him right in the face, SETTING

          HIS HAIR ABLAZE.
          And that gives Jeep the chance to swing around and FIRE.
          BOOM! Gabriel is blown back partially through the rear
          window. He holds onto the car with an iron grip. Starts to
          pull himself back in. Nothing slows this guy down.
          Jeep pulls the trigger again and...CLICK.    No bullets!
          Audrey frantically reloads the flare gun. Brings it up to
          fire, but he's too fast! WHACK! Gabriel knocks her into the
          side of the car with a sweep of his hand. She's out cold.

          

                                                                     99.

          

          
          Now he's clawing his way unobstructed toward Charlie again.
          Jeep knows there's only one thing to do.

                              JEEP
                    Get down on the floor!
          Charlie pushes herself and the baby down on the floor in
          front of the passenger seat.
          Jeep PUNCHES IT.   The speedometer leaps ahead.

          70...80...90...
          Gabriel's now completely in the car.   They're helpless.
          Gabriel lunges over the passenger seat, grasping for Charlie,
          his ferocious hand only inches from her and the baby, when...

                              AUDREY (O.S.)
                    Get off her, you fucking asshole!
          Audrey leaps onto Gabriel, pulling him away from Charlie just
          in time. He flails wildly about but this young girl rides
          him like one helluva a cowboy.

          100...110...120...

                              AUDREY
                    Do it, Jeep! Do it now!

          JEEP SLAMS ON THE BREAKS, SENDING GABRIEL AND AUDREY SHOOTING

          FORWARD THROUGH THE WINDSHIELD LIKE A BULLET.
          The intertwined bodies of Gabriel and Audrey hit the road
          with a sickening crunch and ROLL INTO A BALL OF FIRE.

          

          EXT. RED ROCK PARK - CONTINUOUS

          The Cruiser spins out of control, swerving off the road and
          careening into a large rock formation.
          This ride is over.

          

          INT. POLICE CRUISER - CONTINUOUS

          Jeep's side of the car is crushed.   Blood is running down his
          forehead.
          Charlie crawls up from the floor.

                              CHARLIE
                    C'mon, Jeep!

          

                                                                    100.

          

          
          He tries to focus on her.

                                CHARLIE
                    Jeep!
          She kicks open her door and begins pulling him out.

                                JEEP
                    The baby?

                                CHARLIE
                    Alive.

                              JEEP
                    And what about...

                              CHARLIE
                    Nothing could have survived that.

                              JEEP

                        (ANGUISHED)
                    Audrey...

                              CHARLIE
                    She saved us, Jeep. Audrey saved
                    us. Now c'mon, we gotta go!
          Charlie, the baby bundled in her hands, leads Jeep away from
          the demolished Cruiser.

          

          EXT. RED ROCK RIDGE - PRE-DAWN

          Jeep and Charlie, battered and bruised, struggle to make the
          long climb up the ridge.
          Charlie looks up.
          STARS completely fill the pre-dawn sky.   Breathtaking.

                              CHARLIE
                    How can this happen?

                                JEEP
                    What?

                               CHARLIE
                    How can this happen in a world so
                    beautiful?
          Jeep follows her gaze to the sky.
          Endless stars.    Confounding.
          Jeep shifts his eyes to the TOP OF THE RIDGE just ahead.

          

                                                                    101.

          

          

                              JEEP
                    C'mon, we're almost there.
          They are only a few steps from the EDGE OF THE RIDGE when --

          GABRIEL ROCKETS UP IN FRONT OF THEM!
          Charlie screams! Jeep pushes her and the baby out of the way
          just as Gabriel comes down hard in front of them, kicking up
          a cloud of dust.
          Gabriel's mechanical wings haltingly retract. The crash has
          done some serious damage. Much of his skin has burned away.
          Chunks of his armor and flesh are missing as well, including
          a large part of his head, revealing that under his human
          visage is a NIGHTMARISH CREATURE.
          Gabriel charges at Jeep fast. Jeep whips up his Glock, BLAM!
          Gabriel takes the bullet, then slaps the gun out of Jeep's
          hand.
          Jeep throws a wild punch, connects with Gabriel's chin,
          rocking him back. More annoyed than surprised, Gabriel
          knocks Jeep savagely to the ground.
          Jeep struggles quickly to his feet, comes right back at
          Gabriel swinging. But Gabriel simply knocks him to the dirt
          again.
          Jeep slowly gets up once more, bleeding, hurt.   Raises his
          fists. This kid will simply not give up.
          Jeep moves in again, swinging hard, but Gabriel blocks it,
          shoots out a hand and grabs Jeep by throat, lifting him clear
          off the ground.

                              GABRIEL
                    So brave. So pointless. You
                    should have worried more about
                    saving yourself.
          Jeep's feet dangle. His eyes bulge out. He claws at
          Gabriel's iron-fast grip, but there's no hope.
          Charlie watches in horror.

                               CHARLIE
                    Stop!   Please! Don't kill him!
          But Gabriel is doing just that. Jeep is rapidly losing
          consciousness. The battle is lost.

                              GABRIEL
                    Go to sleep...
          Jeep's eyes flutter.   He's almost gone.

          

                                                                   102.

          

          

                               CHARLIE
                    Stop it!   I'LL GIVE YOU THE BABY!
          This gets Gabriel's attention.
          Charlie climbs to her feet, holding the bloody bundle out to
          him.

                              CHARLIE
                    I don't want this responsibility!
          Tears run down her face.   She's dead fucking serious.
          Gabriel lets go of Jeep.   He falls to the ground, gasping
          desperately for air.

                              JEEP
                    Charlie, no!
          Gabriel takes the bundle from Charlie, turning away from her.

                              GABRIEL
                    "And as the child's cries are
                    extinguished, an eternal darkness
                    at last descended upon the world."
          He peels the cloth back, revealing...

          THE GRENADE.
          He spins around to face Charlie.
          She's holding the pin.

          KABOOM!

          GABRIEL IS BLOWN TO BLOODY BITS.
          The creature is gone at last.
          The sound of a BABY COOING.
          Charlie picks the child up out of the brush.
          She helps Jeep to his feet and together they slowly make
          their way to the top of the ridge.

          

          EXT. RED ROCK RIDGE - DAWN

          Jeep and Charlie stand overlooking the desert valley below.
          ON THEIR FACES, reacting to what they see.
          Charlie takes Jeep's hand in hers.

          

                                                                      103.

          

          

                               JEEP
                     We made it.

                               CHARLIE
                     Yep, we sure did.
          And now we see it too:

          

          THE MOJAVE DESERT - DAWN
          Vast.   Barren.   No signs of life.
          No resistance force.    No nothing.

          

          ON JEEP AND CHARLIE
          Taking it in.     Breathing hard.

                               JEEP
                     I'm sure they're just over the next
                     ridge.
          He glances at Charlie.    Worry in her eyes.

                               CHARLIE
                     What if we're on our own now?

                                JEEP
                     Don't be afraid.    We'll be okay.

                         (BEAT)
                     Believe me.
          At those words, Charlie looks deep into Jeep's eyes.       Sees a
          confidence in them she's never seen before.
          And she leans in and kisses him.      Tender.
          When they part, Jeep stares back at her with surprise.      Then
          the surprise melts into a smile.
          And they descend the ridge...out of sight, leaving us with a
          view once again of --

          

          THE MOJAVE DESERT - DAWN
          A BLOOD RED SUN rises behind the distant mountains. The
          unbearable cold will soon become an unbearable heat.
          And we're back where we started.
          A YOUNG WOMAN'S VOICE.    Solemn.   Weary.   Determined.

          

                                                                   104.

          

          

          IT'S CHARLIE'S VOICE.

                              CHARLIE'S VOICE
                    Someday when my son is older, I
                    will tell him about the time of his
                    birth when all the world was
                    covered in a great darkness...

                                                          DISSOLVE TO:

          

          INT. CAR - DRIVING - MORNING - WEEKS LATER

          Jeep is at the wheel. He looks aged, scarred from the
          experience. His exposed arms are completely covered with the
          INTRICATE WRITING...The Instructions. The boy he once was is
          gone at last and the warrior protector has replaced him.

                              CHARLIE'S VOICE
                    ... And how just at the moment when
                    everything seemed lost...
          Charlie sits across from him, the baby cradled in her arms.
          It's strange, but you might actually mistake them for a happy
          family. Of course you'll have to ignore the ARSENAL OF
          WEAPONRY in the back seat.

                              CHARLIE'S VOICE (CONT'D)
                    ...a mighty warrior fell in order
                    to save me.
          Jeep glances over at Charlie and the baby.   He smiles at the
          image of maternal bliss.

                              CHARLIE'S VOICE (CONT'D)
                    And a boy faced his fear and rose
                    up to save us all.
          The sun shines through the car windows, filling our eyes with
          its fiery light.

          

                                     THE END