"HOUSE OF 1000 CORPSES"

                                        Written by

                                       R.W. Zombie

                                     Revised 3-31-00

                

               FADE IN:

               INT. OLD HOUSE - LIVING ROOM - NIGHT

               We see a LITTLE GIRL dancing around in a grainy super 8 home 
               movie. A LITTLE BOY wearing a monster MASK enters the frame. 
               He struggles to lift a double barrel shotgun. He points it 
               at the girl and pretends to SHOOT.

                                     GIRL (V.O.)
                              (whispering slowly)
                         Once I had a cat, he was the sweetest 
                         little guy. Then one day he got sick 
                         and died. My heart was broken. My 
                         whole body hurt.

               She continues dancing. The little boy imitates her.

                                     GIRL (V.O.)
                         After that, I saw things differently, 
                         everything could be summed up with 
                         three simple words... fuck the world.

               The camera swings over to some ugly, toothless relations 
               watching the show. They laugh.

               EXT. SPAULDING'S - NIGHT

               We open on a dark, lonely stretch of two lane blacktop.

               Off to the side of the road we see a rundown gas station.

                                     RADIO ANNOUNCER (V.O.)
                         Hey, welcome back to 93.5 WJRC's 
                         Halloween monster weekend. I'm Jimmy 
                         Ray and I'll be bringing you the 
                         oldies, the goldies and sometimes 
                         the moldies. The good, the bad and 
                         the uglies straight from the WJRC 
                         vaults.

               A weathered wooden sign proclaims CAPTAIN SPAULDING'S WORLD 
               OF MONSTERS AND MADMEN, sits atop the building.

               A smaller sign below reads FRIED CHICKEN AND GASOLINE.

                                     RADIO ANNOUNCER (V.O.)
                         Hey, kids still trying to decide on 
                         the right costume? Well why not head 
                         on down to Randall's Penny Save 
                         located on Kimball Rd. just off route 
                         1 in Mackin County. Choose from a 
                         wide array of ghosts and ghouls, 
                         jeepers and creepers...
                              (scary sound effects)
                         ...everything you need for your 
                         Halloween needs.

               SHERIFF HUSTON, a tall southern good old boy, leans against 
               his dusty cruiser smoking a cigarette, pumping gas into his 
               tank.

               INT. CAPT. SPAULDING'S - NIGHT

               Inside is a poorman's Ripley's Believe It or Not.

               Bizarre props and treasures of killers and monsters cover 
               the dirty walls. Wax figures of JACK THE RIPPER stand guard 
               before oil paintings by JOHN WAYNE GACY.

                                     RADIO ANNOUNCER (V.O.)
                         Alright let's get back to our monster 
                         music marathon with this classic 
                         called The Teddy Bear's Picnic.

               Perched on a stool behind the counter sits CAPTAIN SPAULDING, 
               a crusty looking old man in a filthy clown suit and smeared 
               make-up. The word LOVE is tattooed across his right knuckles 
               and HATE is tattooed across the left.

               He is reading the newspaper, crunching on crackers from a 
               paper bag and halfheartedly listening to a small, nerdy man 
               wearing coke bottle glasses named STUCKY.

               Stucky thumbs through a stack of autographed 8x10 photographs.

                                     STUCKY
                              (speaking through 
                              voicebox in his throat)
                         I... I got back a stack today. Some 
                         nice shots.
                              (holds up a picture 
                              of June Wilkinson)
                         See, a good topless June Wilkinson... 
                         unfortunately she personalized it...
                              (looking at the photo)
                         to Stucky, love June.

                                     CAPT. SPAULDING
                         Hmmmmm.

                                     STUCKY
                         Shit, this ain't worth nothing now 
                         that my name gotten all over it. I 
                         was a fixin' on trading it to Jackie 
                         Cobb.

                                     CAPT. SPAULDING
                         The retard over at Molly's fruit 
                         stand.

                                     STUCKY
                         Yeah, he's all hot on her after he 
                         found some of his dad's old nudie 
                         books hidden in the basement. He 
                         keeps 'em taped inside his school 
                         workbook.

               Spaulding brushes cracker crumbs off his paper and continues 
               reading.

                                     CAPT. SPAULDING
                         Fascinating.

                                     STUCKY
                         That kid is one horny retard.

                                     CAPT. SPAULDING
                         Christ, ain't they all. All them 
                         retards wanna do is fuck and eat.

                                     STUCKY
                         Well, yeah... I think that if you 
                         knew him... I mean if you'd understand 
                         his urges, shit the guy's like forty 
                         or something.

                                     CAPT. SPAULDING
                         Worse than a fucking rabid baboon.

                                     STUCKY
                         Yeah, I guess, you know next to 
                         wacking his weasel his other favorite 
                         thing is twisting sharpened pencils 
                         in the corner of his eyes.

                                     CAPT. SPAULDING
                         What?

                                     STUCKY
                         Yeah, doesn't hurt himself, just 
                         spins it around next to his eyeball.

                                     CAPT. SPAULDING
                         I'm sure that ain't the only place 
                         he's sticking those pencils.

                                     STUCKY
                         Naw, he don't do anything else with 
                         'em, but he did get caught once with 
                         a Planet of the Apes doll hanging 
                         out his asshole.

                                     CAPT. SPAULDING
                              (laughing)
                         Goddamn.

                                     STUCKY
                         Had to take him to the hospital. Kid 
                         had Dr. Zaius stuck half way up his 
                         butt, couldn't get it out.

                                     CAPT. SPAULDING
                         I always loved that mute broad that 
                         Chuck Heston was shacking up with.

                                     STUCKY
                         Nova, yeah she looked pretty sweet.

                                     CAPT. SPAULDING
                         Yeah, now there's the perfect woman.

                                     STUCKY
                         Can I get some stamps off ya?
                              (slapping down his 
                              money)
                         Did you fix the toilet yet?

               Opens a drawer and tears off five stamps.

                                     CAPT. SPAULDING
                         Yes, I did... so don't you go stuffin' 
                         any goddamn paper towels down that 
                         hole. I just snaked the shit out of 
                         that thing.

               Spaulding SLIDES the KEY attached to a cow skull across the 
               counter. Stucky grabs it. Spaulding hangs on.

                                     CAPT. SPAULDING
                         Ya hear me? You bust that crapper 
                         and I'll beat your ass.

                                     STUCKY
                         I hear ya.

               He lets go of the key.

               EXT. CAPT. SPAULDING'S - NIGHT

               From a STRANGER'S POV we watch through the window, Stucky 
               EXIT for the restroom.

               Sheriff Huston finishes pumping his gas, gets in his cruiser 
               and drives off.

                                     KARL (O.S.)
                         All clear. Let's go shopping.

                                     RICH (O.S.)
                         Right.

               From this POV we RACE across the highway towards the front 
               door of the MUSEUM.

               SLAM! We BURST through the door.

               INT. SPAULDING'S - SAME

               The moment of impact. BOOM. The door SMASHES open.  
               Spaulding's head JERKS up to see: a masked gunman, KARL, 
               wearing a LEATHER S+M MASK.

               Behind him stands a second gunman, RICH, wearing a rubber 
               CAVEMAN MASK.

                                     CAPT. SPAULDING
                         Mary fucking Moses. Get the fuck out 
                         of here.

                                     KARL
                         Hold it, clowney. Keep your paws 
                         where I can see 'em.

                                     RICH
                         Yeah, don't move or I'll blast a 
                         hole the size of a Kansas City melon 
                         through your ugly-ass Bozo face.

               Spaulding obeys and raises his hands.

                                     KARL
                         Go get that other asshole out of the 
                         shitter and drag his ass back in 
                         here.

                                     RICH
                         Right.

               Rich exits.

                                     CAPT. SPAULDING
                         Miserable little cunts with guns. I 
                         ought to jump right over this counter 
                         and bash your fucking balls in.

               Killer Karl steps up and puts his gun against Spaulding's 
               face.

                                     KARL
                         Alright Tippy, hand over the cash 
                         box and I might leave your brains 
                         inside your skull.

               Spaulding smiles wide, his teeth are yellow and rotted.

               CLOSE UP

               Spaulding's foot kicks a red switch, triggering a silent 
               alarm.

                                     CAPT. SPAULDING
                         That's what you bitches need. A 
                         reality check courtesy of my boot in 
                         your ass. That'll be a fucking cash 
                         box you can cry to mamma about.

               INT. SPAULDING'S - BACKROOM - NIGHT

               A silent RED LIGHT FLASHES. In the dim glow, we see RAVELLI, 
               a large hunched figure, sitting on the edge of a bed. The 
               figure is heavily bandaged.

               Ravelli reacts to the flashing light, he RISES and puts a 
               huge mask over his head. He EXITS the room.

               INT. BATHROOM STALL - NIGHT

               Stucky sits on the toilet pasting stamps on large yellow 
               envelopes.

               Killer Rich KICKS OPEN the stall, GRABS Stucky by the neck 
               and PULLS him out.

                                     RICH
                         Come on, fatboy!

               EXT. CAPT. SPAULDING'S - NIGHT

               We move around the outside of the building watching the scene 
               inside unfold. HEAVY BREATHING is heard.

               Rich DRAGS Stucky into the main room.

               INT. SPAULDING'S - NIGHT

               Karl grows increasingly HOSTILE, knocks a candy display over, 
               raises his gun over his head and fires into the ceiling.

                                     KARL
                              (screaming)
                         That's it. I'm gonna count to ten 
                         and you're gonna hand over the cash 
                         or I'm gonna splatter your grease 
                         paint mug across the stateline... 
                         one.

                                     CAPT. SPAULDING
                         Fuck your mother.

                                     KARL
                         Two.

                                     CAPT. SPAULDING
                         Fuck your sister.

                                     RICH
                         Come on, man. Just shoot him.

                                     STUCKY
                              (recognizing Rich's 
                              voice)
                         Hey, I know you. We were in high 
                         school together. Wood shop, right? 
                         ...Richard Wick... right?

               He looks nervously at Stucky.

                                     RICH
                         Shut up, shut up, shut up!

                                     KARL
                         Quiet down... three.

                                     CAPT. SPAULDING
                         Fuck your grandmother.

                                     STUCKY
                         Yeah, I remember Mr. Alacard the 
                         shop teacher use'ta call you Little 
                         Dick Wick. Hey, wasn't there a song 
                         we made up to go with that?

                                     RICH
                              (temper rising)
                         Shut up!

                                     STUCKY
                              (singing)
                         Little Dick Wick, play with his prick 
                         Don't his smell, just make you sick.

               EXT. CAPT. SPAULDING'S - NIGHT

               From Ravelli's POV we watch through the window, as everybody 
               inside starts SHOUTING at each other.

               Suddenly, Rich SHOOTS Stucky. Stucky FALLS BACKWARDS against 
               the wall, screaming in pain.

               We move QUICKLY towards the entrance.

               INT. CAPT. SPAULDING'S - NIGHT

               Suddenly... CRASH! Ravelli SMASHES through the front door 
               knocking Karl to the ground. In the light we see that Ravelli 
               is wearing an OVERSIZED CLOWN HEAD. In his hand is a 
               sledgehammer.

               Rich TURNS toward the COMMOTION. The Captain quickly WHIPS 
               OUT a GUN and FIRES. Rich falls dead.

               Ravelli lunges at Karl, smashing him over the head with the 
               hammer. Ravelli's clown head comes loose and falls to the 
               floor. We now see that Ravelli is a bald pitbull of a man 
               with badly scarred skin that is painted white and red.

               Karl hits the floor and begins CONVULSING violently.

               Spaulding STEPS DOWN from behind the counter, puts his foot 
               on Karl's throat and points his pistol at Karl's head.

                                     CAPT. SPAULDING
                         And most of all... fuck you!

               BOOM! Spaulding SHOOTS Karl in the head.

               The screen EXPLODES RED, then TURNS BLACK.

                                     CAPT. SPAULDING (V.O.)
                         God damn it, that motherfucker got 
                         blood all over my best clown suit.

               CREDITS ROLL

               Strange paintings of demons, monsters and bizarre creatures 
               fade up and move across the screen.

               EXT. COUNTRY ROAD - NIGHT

               We see a BILLBOARD painted on the side of an ABANDONED TRUCK. 
               The sign reads GOD IS DEAD.

               We turn to face the road as a car drives by.

                                     JERRY
                         Alright then, out of all of Charlie's 
                         chicks who do you think is the 
                         hottest?

               INT. CAR - FRONT SEAT - NIGHT

               Fast food wrappers and road maps clutter the car's dashboard, 
               a swinging monkey head dangles from the rear-view mirror.

               Behind the wheel, the driver, BILL HUDLEY, 29, downs the 
               last sip of coffee before crumpling the paper cup and placing 
               it among the other trash before him.

                                     BILL
                         I guess if I had to choose I'd say... 
                         mmmmmm... Sandra Good. She seemed 
                         like a nice girl, I mean in a psycho 
                         kind of way.

               Beside him rides, JERRY GILMORE, 30, slumped down in his 
               seat, reading a magazine with a flashlight, feet hanging out 
               the window.

                                     JERRY
                         Really? Huh, I thought for sure you'd 
                         say Lynette Fromme. She's got that 
                         snooty vibe I know you dig.

                                     BILL
                         Sqeaky! No way, she ain't that hot.

                                     JERRY
                         She's pretty cute.

                                     BILL
                         Yeah but, she reminds me of this 
                         chick that I remember from fourth 
                         grade... called a... shit, what did 
                         we call her?
                              (thinks for second)
                         Oh yeah, Patty Pee-pee Pants... when 
                         ever she got called on by Miss 
                         Chumski, this chick would piss in 
                         her pants and start bawling.

                                     JERRY
                              (laughing)
                         There always one kid with no bodily 
                         controls. We had this dude, Jeff 
                         Baxter, he was a puker. The fucker 
                         would just sit there puke all over 
                         himself.

                                     BILL
                         Better than pissing... anyway so, 
                         what's your choice?

                                     JERRY
                         If we're talking cute... like regular 
                         cute, I'd say Leslie Van Houton, but 
                         cute ain't hot.

                                     BILL
                         Yeah, no shit.

                                     JERRY
                         As far a hot... goes I gotta go 
                         with... Ruth Ann Moorehouse.

                                     BILL
                         Oh yeah, I forgot about her. She was 
                         pretty hot.

                                     JERRY
                         Fuck yeah, she is. I'd join a cult 
                         to get some of that... and the best 
                         part is she didn't try to kill the 
                         President or nothing, so that baggage 
                         ain't hanging around.

                                     BILL
                         I thought she tried to murder a 
                         witness for the prosecution.

                                     JERRY
                         I'll let it slide, she was only 
                         seventeen.

                                     BILL
                         Dude, talk about baggage, that ain't 
                         no carry-on shit, that's some heavy 
                         duty Samsonite shit.

                                     JERRY
                         Yeah, I guess... hot chicks are always 
                         nuts.

                                     BILL
                         Hot has got nothing to do with it.

               EXT. COUNTRY ROAD - NIGHT

               A LONE FIGURE in a cheap skull mask and white robe stands 
               hidden behind a billboard off to the side of the road. Bill's 
               car drives past.

                                     BILL
                              (yawning)
                         Hold on, I've heard this before... 
                         but I can't remember the end.

                                     JERRY
                         So, the guy goes to Hell and the 
                         devil says, "do you smoke?" The guy 
                         say, "yeah"... the devil say, "great 
                         cause Tuesday is cigar night, sweetest 
                         Cuban cigars you ever had."

                                     BILL
                         Shit, we really need to find some 
                         gas.

                                     JERRY
                              (not listening)
                         Then the devil asks, "do you drink?" 
                         Guy says, "yeah"... devil say, 
                         "wonderful, Wednesday is free drinks 
                         night, best booze you ever had... 
                         all made from the finest stuff."

                                     BILL
                         Yeah.

                                     JERRY
                         Then the devil says, "are you gay?" 
                         Guy says, "fuck no"... Devil says, 
                         "Well then, I guess you're gonna 
                         hate Thursdays."

                                     BILL
                         Oh yeah, I remember now.

                                     JERRY
                         Yeah, no shit I just told ya.
                              (looking at magazine)
                         Hey, you think this place called 
                         Alien Ed's UFO Welcoming Center is 
                         still around? It says, "Where the 
                         Fact is separated from the Fantasy."

                                     BILL
                         I dunno... we'll ask around as we 
                         get closer. Man, I really don't want 
                         to run out of gas out here in the 
                         middle of Petticoat Junction, man.

                                     JERRY
                              (sitting up)
                         Don't panic yourself, way too much 
                         caffeine guy... I see a sign.
                              (reading the sign)
                         Captain Spaulding's Museum of Madmen 
                         and Monsters... cool. Also... fried 
                         chicken and... gasoline... next exit.

                                     BILL
                         Perfect.

                                     JERRY
                         I hope this place is cool. We could 
                         use something interesting to liven 
                         up chapter 12.

               The car drives past. We turn and hold on the billboard. We 
               see the happy smiling face of a young Captain Spaulding.

               EXT. CAPTAIN SPAULDING'S - NIGHT

               The car pulls up to one of the gas pumps. Bill and Jerry get 
               out. Inside we see Spaulding, now in army pants and a hunting 
               jacket, mopping the floor.

                                     BILL
                         I'll pump the gas. Go inside and see 
                         if it's worth thinking about.

                                     JERRY
                              (salutes)
                         OK, Boss.

               Jerry walks inside and immediately comes back out.

                                     JERRY
                         Holy crap. You gotta see this place. 
                         It's awesome.

                                     BILL
                         How awesome?

                                     JERRY
                         Really fucking awesome.

                                     BILL
                         Wake up the chicks and bust out the 
                         camera awesome?

                                     JERRY
                         Hell yeah.

               Jerry sticks his head back inside the car.

                                     JERRY
                         Wakey, wakey, eggs and bakey.

               INT. CAR - BACK SEAT - NIGHT

               A dark haired girl, DENISE WILLIS, 27, sleeps curled up under 
               a blanket.

                                     JERRY
                         Come on, babe. Me and Bill found a 
                         kick ass place.

               She opens her eyes.

                                     DENISE
                         Huh?

                                     JERRY
                         Grab Mary and come inside.

               Denise shakes a lump of jackets and sweaters lying next to 
               her. She removes a sweater from the top of the pile to REVEAL 
               the face of MARY KNOWLES, 29.

                                     DENISE
                         Come on sleeping beauty, time to go 
                         to work.

                                     MARY
                              (half asleep)
                         Sleeping.

                                     DENISE
                         Rise and shine.

                                     MARY
                              (groggy)
                         No please, let me sit this one out.

                                     DENISE
                              (removing the blanket)
                         Let's go. You're the one who wanted 
                         to be a photographer.

                                     MARY
                         I resign.

                                     DENISE
                         Too late. You're in for life, let's 
                         move it out Private Shutterbug.

                                     MARY
                              (opening her eyes)
                         Christ, I hope this isn't more crappy 
                         folk art. It's so quaint... it's so 
                         primal... it's so crap.

                                     DENISE
                         Aw, it ain't crap... it's... cute.
                              (sarcastic)
                         ...and really who are we to judge 
                         the artistic merit of the tin-can 
                         Mona Lisa?

                                     MARY
                         Aw, shit...
                              (exhales deeply)
                         I gotta pee anyway.

               INTERLUDE

               Grainy super 8 footage shows us an OLD MAN standing in front 
               of a small shack. His name is Lewis Dover. The shack is 
               painted white and covered with SIMPLISTIC RELIGIOUS WRITINGS.

                                     LEWIS
                         I ain't no rich man, but I see the 
                         truth. You do not have to go to Hell. 
                         You are in Hell. This is Hell. All 
                         American Hell.
                              (holds up a gun)
                         ...true heaven in my hands... I'm 
                         gonna blow Satan back through the 
                         door to Hell.

               Surrounding the shack are strange sculptures of various half-
               human/half-animal creations.

               INT. SPAULDING'S - NIGHT

               Spaulding swabs up the last remains of blood from the floor, 
               he drops the mop into a bucket filled with water and blood.

               Bill pays no attention, he is distracted by a strange object 
               in a glass case over the counter. In the case is a shriveled 
               up looking half human and half fish figure. It is the size 
               of a small child. A banner above reads:

               AQUALINA - THE MERMAID.

                                     BILL
                         How long have you been running this 
                         place?

                                     CAPT. SPAULDING
                         How long is a piece of string? Too 
                         God damn long, that's how long.

               Spaulding slides the mop and bucket behind the counter.

                                     BILL
                         No, really.

                                     CAPT. SPAULDING
                         Shit, I don't remember exactly. I 
                         took over for my Pa just after the 
                         Duke nabbed the Oscar.

                                     BILL
                         The Duke?

                                     CAPT. SPAULDING
                         Yeah, my Pa wasn't right in the head 
                         after that.

                                     BILL
                         You mean John Wayne?

                                     CAPT. SPAULDING
                         Hell, boy there some other Duke you 
                         know about?
                              (rolls up his sleeve 
                              to reveal a John 
                              Wayne tattoo)
                         A great American.

                                     BILL
                         Yeah, I was never that big of a 
                         western fan. I like science fiction.

                                     CAPT. SPAULDING
                         I figured that much. Why the fuck 
                         you asking so many jackass questions 
                         for?

                                     BILL
                         You see me and my friends are writing 
                         a book on offbeat roadside 
                         attractions. You know all the crazy 
                         shit you see when you drive cross 
                         country.

                                     CAPT. SPAULDING
                         I don't drive cross country.

                                     BILL
                         But if you did.

                                     CAPT. SPAULDING
                         I don't.

                                     BILL
                         But suppose for a second you did.

                                     CAPT. SPAULDING
                              (fake hick accent)
                         Y'all find us country people real 
                         funny like don't ya... well, God 
                         damn pack up the mule and sling me 
                         some grits, I'ze a gotta get me some 
                         schooling.

                                     BILL
                         No, no I think it's really 
                         interesting.

                                     CAPT. SPAULDING
                         Well fuck me Side Sally, who want to 
                         read about all that horse shit anyway.

               Jerry OVERHEARS Bill's and Spaulding's conversation and joins 
               in to help.

                                     JERRY
                         You'd be surprised. Would it be OK 
                         if we took some pictures and included 
                         this place in our book?

                                     CAPT. SPAULDING
                         Hey, knock yourself silly.

                                     JERRY
                         You got some really rare stuff here...
                              (pointing to Aqualina)
                         ...dig your Feegee mermaid.

               INT. SPAULDING'S - RESTROOM - NIGHT

               The restroom is gray, dingy, a single exposed light bulb 
               hangs from the ceiling. The peeling walls are plastered with 
               newspaper clippings and faded photos.

               Mary is in the stall, sitting on the toilet, staring straight 
               ahead at a poster of RHONDO HATTON, a B-MOVIE ACTOR that 
               suffered from acromegalia.

               Denise standing at a tiny sink, splashes water on her face. 
               She looks at herself in the mirror.

                                     DENISE
                              (water running down 
                              her face)
                         I swear I've aged five years since 
                         this trip started.

                                     MARY
                         Tell me about it.

                                     DENISE
                              (takes a paper towel 
                              and wipes her face)
                         God, I hate falling asleep in the 
                         afternoon. Now I'll be up all night...
                              (stretches)
                         ...ugh, my back is killing me.

                                     MARY
                         Yeah, hey how far do you think we 
                         are from your Dad's?

               Mary flushes the toilet and exits the stall.

                                     DENISE
                         I don't know. Couple hours I think. 
                         I've got to call him.

               Mary washes her hands. Denise ties up her hair.

                                     MARY
                         It will be nice to have a few days 
                         off to regenerate. This trip is fun, 
                         but it's starting to get brutal.

                                     DENISE
                         Yeah, I hit burn out mode back at 
                         that old stripper lady's place. 
                         Watching her dance around with those 
                         ratty-looking animals was ridiculous.

                                     MARY
                         I know, that was some crazy shit. I 
                         never in a million years would have 
                         believed it if I hadn't seen it.

                                     DENISE
                         A decent meal every once in a while 
                         wouldn't hurt either, this road food 
                         is crap.

                                     MARY
                         If I never eat at another Waffle 
                         House again, I can die a happy girl.

                                     DENISE
                         Scattered, smothered and covered.

                                     MARY
                         Exactly... well, I guess a couple 
                         more photos won't kill me.

               INT. SPAULDING'S - MAIN ROOM - NIGHT

               Jerry knees over a box of magazines labeled TRUE CRIME $1.00, 
               he flips through an issue, tosses it back.

               Bill leans against the wall next to him, sipping a hot cup 
               of coffee.

               The girls return from the bathroom. Jerry jumps up with 
               excitement.

                                     JERRY
                         Great, you're back. Let's go. We 
                         already paid for the tickets.

                                     DENISE
                         Tickets for what?

                                     JERRY
                         This isn't everything. Get ready for 
                         this... there's a Museum of Murder 
                         and Mayhem.

                                     DENISE
                         I don't want to see that.

                                     MARY
                         How about if we skip it and just 
                         hang out here. I can get some great 
                         shots of this stuff.

               Jerry PULLS Denise over and puts his arm around her.

                                     JERRY
                         Aw, come on. It will be fun.

                                     DENISE
                         Oh yeah, murder museum... sounds 
                         fun.

               Bill grabs Mary by the hand and kisses it.

                                     BILL
                              (smiling)
                         We'll need pictures of the inside 
                         too.

                                     MARY
                         Alright, alright. I know... I wanted 
                         to be the photographer.

               Bill and Mary kiss.

               Spaulding waits, unamused. He rolls his eyes.

                                     CAPT. SPAULDING
                         Anytime this year, people. Alright 
                         line your asses up in front of the 
                         black door. The tour is about to 
                         begin.

               Spaulding disappears through a curtain behind the counter. 
               The kids wait.

               The black metal door CREAKS open.

               They enter the darkened room.

               INT. SPAULDING'S - MUSEUM - NIGHT

               Darkness. A blue light comes on. Spaulding is standing on a 
               MOTORIZED PLATFORM. He begins the tour, speaking through a 
               small megaphone.

                                     CAPT. SPAULDING
                         Ladies and gentlemen, you are about 
                         to enter a world of darkness. A world 
                         where life and death are meaningless 
                         and pain is God.
                              (pointing with a cane)
                         To your left you see the infamous 
                         Albert Fish.

               A lifeless wax figure POPS forward with a loud metal CLANG. 
               Mary jumps back with fright.

                                     CAPT. SPAULDING
                         Sadist, masochist, child killer and 
                         most of all importantly cannibal. 
                         Born in 1870, Mr. Fish enjoyed burning 
                         himself with hot pokers, spankings 
                         with nail-studded paddles and 
                         embedding needles in his groin. On 
                         the right, notice the X-ray...

               CLOSE UP - X-RAY

                                     CAPT. SPAULDING
                         ...showing clearly 29 sewing needles 
                         inserted in to his groin. Mr. Fish 
                         was executed in 1936 at the age of 
                         65.

               Spaulding rolls backwards and continues the tour.

               CLOSE UP ON: a dummy face of a grizzly looking old man in 
               hunting attire.

                                     CAPT. SPAULDING
                         To your right. One of our most popular 
                         crazies, the psycho of Plainfield, 
                         Ed Gein.

               Behind the figure of Gein hangs an inverted corpse of a slain 
               woman.

               Mary recoils in disgust.

                                     CAPT. SPAULDING
                         Murderer, cannibal and momma's little 
                         bitch boy. Mr. Gein found special 
                         pleasure in playing with the dead 
                         bodies of women, especially their 
                         sexual organs. He was quite a handy 
                         little dandy, fashioning lamp shades, 
                         jewelry and human skin suits from 
                         his victims. Mr. Gein was discovered 
                         when the decapitated body of Bernice 
                         Worden was found gutted like a deer, 
                         hanging in his barn.

                                                               DISSOLVE TO:

               A wax figure of a young man in doctor's scrubs. He is covered 
               in blood.

                                     CAPT. SPAULDING
                         And now I would like to introduce a 
                         local hero, S. Quentin Quale, a.k.a. 
                         The Butcher Boy, a.k.a. Nurse Nellie 
                         and most famously a.k.a. Dr. Satan.

               Another wax figure, of a bloody corpse, JUMPS up.

                                     CAPT. SPAULDING
                         Murderer, torturer and most of all 
                         master surgeon. Mr. Quale an intern 
                         at Willows State Mental Hospital, 
                         nicknamed Weeping Willows for its 
                         neverending cries of pain, took great 
                         pleasure in control. Through primitive 
                         brain surgery. Mr. Quale believed he 
                         could create a race of superhumans 
                         from the mentally ill, or so the 
                         story goes. His terrifying experiments 
                         continued until 1952.

               Jerry stares fascinated.

                                     CAPT. SPAULDING
                         At which time he was discovered and 
                         turned over to authorities for 
                         observation. Unfortunately, Mr. Quale 
                         was abducted from his cell by members 
                         of the victims' families. Vigilante 
                         justice prevailed and Dr. Satan was 
                         taken out and hanged. The next day 
                         his body was found to be missing. 
                         Some say he survived, rescued by his 
                         loyal slaves, others say they hung 
                         the wrong man... To this day no sign 
                         of Dr. Satan has ever been discovered. 
                         But who knows? Maybe he lives next 
                         door to you.

               KLUNK: A big metal door opens to the outside world.

                                     CAPT. SPAULDING
                         Please exit through the door.

               The kids exit. SLAM! The door shuts.

               EXT. SPAULDING'S - PHONE BOOTH - NIGHT

               Denise leans against the glass walls of the phone booth.  
               Various flyers are taped to the inside: free kittens, phone 
               sex ads and a missing poster for a girl named KAREN MURPHY. 
               A light rain begins to fall.

               Denise puts some change in the phone and dials a number.

               EXT. WILLIS HOUSE - NIGHT

               The camera moves down a quaint quiet little street. We come 
               to rest at a modest two-story house. The house is decorated 
               for Halloween.

               Parents and their children roam from house to house, trick 
               or treating.

               We hear the sound of a phone ringing.

               INT. WILLIS HOUSE - KITCHEN - NIGHT

               A grey haired man sits at a small table eating a ham sandwich 
               and drinking a beer. This is DONALD WILLIS, Denise's father.

               He stands up and walks to the phone hanging on the wall.

                                     MR. WILLIS
                         Hello...
                              (brightens up)
                         ...hey Denise... what, what's wrong, 
                         did you break down?

               EXT. SPAULDING'S - PHONE BOOTH - NIGHT

                                     DENISE
                         No, nothing like that... yeah, we're 
                         gonna be a little late. We stopped 
                         for gas at this place called Capt. 
                         Spaulding's outside of Ruggsville 
                         and it turned into a whole thing, so 
                         we're kind of behind schedule.

               INT. WILLIS HOUSE - NIGHT

                                     MR. WILLIS
                         Oh yeah, yeah I've driven by that 
                         place before. I seem to remember a 
                         crabby old bastard in a crummy clown 
                         suit running the place.

               INT. PHONE BOOTH - NIGHT

                                     DENISE
                         Yeah, well he's still here. I think 
                         him and Jerry are fast becoming 
                         buddies, you know Jerry... yeah, 
                         he's gotta see everything... yeah, I 
                         know... thinks there's some unsolved 
                         mystery around every corner.

               INT. WILLIS HOUSE - NIGHT

                                     MR. WILLIS
                         Well, don't take too long, the kids 
                         are already knocking down the door 
                         demanding their sugar fix... I know, 
                         I know I forgot to mention that 
                         Halloween falls on a school night, 
                         so they're trick or treating 
                         tonight... I got the joint decked 
                         out this year, built a graveyard in 
                         the front yard like when you were a 
                         kid.

               EXT. SPAULDING'S - PHONE BOOTH - NIGHT

                                     DENISE
                         Hopefully I can move things along 
                         here and make up the lost time by 
                         speeding all the way home... yes, 
                         Dad I'm kidding.

               INT. WILLIS HOUSE - KITCHEN - NIGHT

                                     MR. WILLIS
                         Well, just promise me you'll be 
                         careful... alright, alright see ya 
                         soon... good-bye.

               INT. CAR - NIGHT

               Bill, Jerry and Mary wait for Denise.

                                     JERRY
                         I'm gonna go ask him.

                                     MARY
                         Aw, come on Jerry. We've gotten all 
                         we're gonna get out of this place 
                         and its starting to rain.

                                     JERRY
                         Shit, it is only sprinkling and it's 
                         worth the trouble. Hold on for two 
                         seconds.

               Jerry goes back inside.

               INT. PHONE BOOTH - NIGHT

               Jerry knocks on the glass as he passes. Denise waves as he 
               walks by.

                                     DENISE
                         Yeah so... OK, expect us more around 
                         eleven or so. OK yeah, I will... 
                         love you, too, bye.

               She hangs up the phone, opens the doors and heads back to 
               the car.

               INT. SPAULDING'S - NIGHT

                                     JERRY
                         I know it's hard to understand, but 
                         I really want to see this tree.

                                     CAPT. SPAULDING
                         OK, alright I'll draw you a map, but 
                         I still say it is a waste of time.

                                     JERRY
                         Great.

               INT. CAR - NIGHT

               Through the window we see Jerry talking to Spaulding.  
               Spaulding draws a map, explaining as he draws.

                                     MARY
                         Geez, he never gets tired does he.

                                     DENISE
                         Never. I swear to God he never sleeps, 
                         he goes to bed after me, wakes up 
                         before me. He's always working on 
                         10.

                                     MARY
                         Maybe he's a cyborg.

                                     BILL
                              (wearily, sips his 
                              coffee)
                         I like sleep.

                                     DENISE
                         Here he comes.

               Jerry comes bouncing out towards the car and jumps in.

               He is holding a map and a box of chicken.

                                     JERRY
                         We hit the jackpot! Let's roll, good 
                         buddy. We got ourselves a convoy.

                                     MARY
                         Huh?

                                     DENISE
                         Ugh, what's that smell?

                                     JERRY
                         Fried chicken.
                              (holds up a drumstick)
                         Anybody want some?

               No one responds.

               EXT. WOODS - DAY

               An OLD FARMER and his WIFE stare directly into the camera.

                                     OLD MAN
                         I don't know where that skunk ape 
                         sleeps. Maybe in the trees and all... 
                         all I know is he eats squirrels to 
                         survive and he had impure relations 
                         with my wife.

                                     WIFE
                         That's true. He performed lurid acts 
                         upon me and my person while my husband 
                         Russell was a fix'n to our hound 
                         Clarence.

                                     OLD MAN
                         If I see that thing again... I'm a 
                         gonna kill that skunk ape.

                                     BILL
                              (off screen)
                         What does it look like?

                                     WIFE
                         It looked just like that chubby fella 
                         from McHale's Navy... Ernie Borgnine.

                                     OLD MAN
                         Hold up the picture.

               The wife holds up a pencil sketch of a Bigfoot like creature 
               and a newspaper photo of Ernest Borgnine.

               EXT. COUNTRY ROAD - NIGHT

               Bill's car moves past empty farmlands. A HEAVIER RAIN is now 
               falling.

               INT. CAR - NIGHT

               Jerry directs Bill from Spaulding's hand-drawn map.

                                     JERRY
                         Keep straight on this road here.

                                     BILL
                         How much further?

                                     JERRY
                         I'm not exactly sure... it looks 
                         close. Did we pass an abandoned school 
                         bus yet?

                                     BILL
                         I don't know.

               Mary and Denise sit bundled up in blankets.

                                     MARY
                         Let's just skip it. It is probably 
                         nothing anyway.

                                     DENISE
                         Aw Christ, Jerry. We can't see 
                         anything now, it's too dark. Let's 
                         forget it.

                                     JERRY
                         Come on, we need something like this. 
                         It could be the real deal. It's too 
                         far out of the way to come back to.

                                     BILL
                         What's that?

               Through the windshield we see a LONE FIGURE hitch-hiking by 
               the side of the road. It is a girl, BABY, 27, in a worn cowboy 
               hat and long fur coat. She is soaked to the bone.

                                     JERRY
                         It's a hitchhiker.

                                     BILL
                         Way out here?

                                     MARY
                         Well, don't even think about playing 
                         the good samaritan, there's way too 
                         many psychos wandering loose these 
                         days.

                                     BILL
                              (looking closer)
                         It's a girl.

                                     JERRY
                         Hey, maybe she knows where this is?

                                     DENISE
                              (sarcastically)
                         That seems likely.

                                     MARY
                         Should we stop?

                                     BILL
                         We can't leave her out here in the 
                         rain... maybe we can just drop her 
                         at the next rest area.

                                     MARY
                         She looks like a freak.

                                     DENISE
                         Stick her in the front, if you want 
                         to pick her up so bad. She's soaked.

                                     MARY
                         She looks like she stinks.

                                     BILL
                              (imitating Mary)
                         She looks like she stinks.

                                     JERRY
                              (makes cat noises)
                         Cat fight, cat fight.

                                     DENISE
                         Hardy har, har.

               The car pulls over and Baby jumps in. The car moves off.

               INT. CAR - NIGHT

               Once inside the car they see that the girl is a bit odd.

                                     BABY
                         Whoa, thanks for stopping. I been 
                         standing out there in that toad 
                         strangling rain for like a hundred 
                         million years.

                                     JERRY
                         Really, that's a long time.

                                     BABY
                         Yeah, most people just whiz on by 
                         like I was invisible or something... 
                         or else they're creeps who wanna jam 
                         their slimy hands down my pants and 
                         twiddle my naughty-naughty.

                                     JERRY
                         Yikes.

                                     BABY
                         Yeah, icky. This one guy stops and I 
                         look in and he's got his thing out 
                         waving it around like a drunk monkey.

                                     DENISE
                         Well, hitchhiking ain't the safest 
                         way for a girl to travel.

                                     BABY
                         Yeah, but it's fun.

                                     MARY
                         Sounds like a magical trip through 
                         the heartland.

                                     BILL
                         Where ya headed?

                                     BABY
                         Aw, I was going home to my Mamma's 
                         house... yeah, I was out doing this 
                         thing.

                                     BILL
                         Where's that?

                                     BABY
                         Couple more miles up this road.

                                     JERRY
                         Hey, you might know...
                              (shows her the map)
                         ...you know where this tree is at? 
                         It's an old hanging tree from...

               The Baby PERKS UP at the mention of the tree.

                                     BABY
                         Yeah, I know where that is, it's 
                         right by my house. It's Dr. Satan's 
                         tree. I can show ya.

                                     JERRY
                         Really, wow, so it's really a real 
                         thing.

                                     BABY
                         Yeah, it's a tree. I used to play 
                         there all the time. But, you can't 
                         find it without me. Outsider can't 
                         find no deadwood.

                                     JERRY
                         Deadwood, is that what it's called? 
                         Cool, will you show us?

                                     BABY
                         Maybe, maybe, maybe... hey, you know 
                         what word I hate?

                                     JERRY
                         What?

                                     BABY
                         Cone.

                                     JERRY
                         Huh... what cone?

                                     BABY
                         Any cone, yeah...
                              (looking out the window)
                         I hate that word... sounds ugly, I 
                         don't like crumple either.

                                     JERRY
                         I always hate saying the word cheese, 
                         every time you get your picture 
                         taken... smile, say cheese.

                                     BABY
                         I know I hate Swiss cheese, the holes 
                         make me nervous.

                                     BILL
                         What about the tree?

                                     BABY
                         Oh yeah, the tree.

                                     MARY
                         This is crazy. She don't know nothing.

               Baby turns her attention toward Mary.

                                     BABY
                         Oh, I know. I'll show you where it's 
                         at, sweetie. Aren't you just so cute 
                         all bundled up like a cinnamon roll 
                         of Christmas love.

                                     JERRY
                         Cool.

                                     BILL
                         Which way?

                                     BABY
                         Go straight up about another mile... 
                         til we hit Cherrypicker Road and 
                         turn right... it ain't far from there.

               INT. MENTAL HOSPITAL

               The camera FLOATS through the hallways of the Peabody Mental 
               Institution. It is HALLOWEEN.

               PATIENTS wander the stark halls dressed in hospital gowns 
               and cheap plastic masks. Some are laughing, some are 
               screaming.

               We move into a private room. Where we see DOCTOR SATAN 
               completely covered except for his eyes, hovering over a BOUND 
               AND GAGGED PATIENT.

               We move off the doctor to a crayon child's DRAWING of a JACK-
               O'-LANTERN. Tortured screams fill the room.

               EXT. CHERRYPICKER RD. - WOODS - NIGHT

               From a STRANGER'S POV we see the car STRUGGLING down a dirt 
               road.

               INT. CAR - SAME

               Everyone rides in silence, music plays on the radio.

               The song ends and a NEWS REPORTER comes on.

                                     NEWS REPORTER (V.O.)
                         This is WJRC News at the top of the 
                         hour... Investigators in Clairemont 
                         County are no closer to identifying 
                         the body of a young woman found 
                         crucified to the doors of St. Mary's 
                         Church yesterday morning.

               Baby lights up a cigarette and takes a drag.

                                     MARY
                         Excuse me, could you not smoke in 
                         here?

               Baby puts out the cigarette on the back of her hand.

                                     NEWS REPORTER (V.O.)
                         Local police and State Officials 
                         have released this report...

                                     JERRY
                         What's that?

                                     BILL
                         I don't know. Looks like some kind 
                         of animal.

               Bill stops the car.

               EXT. CHERRYPICKER RD. - WOODS - NIGHT

               Sitting dead center in the middle of the road is a HUMONGOUS 
               DOG. The dog stares straight ahead. Long strands of drool 
               hang from its mouth to the ground.

               INT. CAR - NIGHT

                                     MARY
                         Why are we stopping?

                                     BILL
                         There's a dog in the road.

                                     DENISE
                         Honk at him. Scare him.

                                     BILL
                              (honking horn)
                         He won't move.

                                     MARY
                         Go around him.

                                     BILL
                         There's not enough room.

                                     MARY
                         Then run him over, he'll move.

                                     BABY
                         No! He's one of God's creatures, he 
                         can't help it if he's dumb... I'm 
                         just crazy about animals.

                                     MARY
                              (to Denise)
                         The animals have got nothing to do 
                         with it.

               EXT. STRANGER'S POV - SAME

               A gun barrel is raised and we are looking through the sight 
               at the car. Pop! Pop! Pop! The GUN fires THREE SHOTS at the 
               car's rear tire.

               The stranger whistles and the dog moves to the side of the 
               road.

               INT. CAR - NIGHT

               The SOUND of the heavy rain MASKS the gunshots.

                                     BILL
                         Hey, he moved.

                                     MARY
                         Let's get going before that thing 
                         tries to eat the car or something.

               As the car moves past, Denise stares at the dog sitting calmly 
               to the side of the road. The dog blankly stares back at her.

                                     JERRY
                         That reminds me of a film I saw once 
                         of a guy who got out of his car at 
                         Lion Country Safari to take a picture 
                         of a lion cub and got eaten by the 
                         lions.

                                     BILL
                         Oh yeah, I heard about that. I always 
                         thought it was bullshit.

                                     JERRY
                         No... yeah, they ripped him to pieces 
                         while his family watched from the 
                         car. The wife is screaming, the kids 
                         are crying. Some dude in another car 
                         filmed the whole thing.

                                     BABY
                         I'd like to see that.

                                     MARY
                         Nice.

                                     JERRY
                         The lions were totally covered in 
                         this guy's blood... I think they ate 
                         his face off, tore open his rib cage, 
                         pulled his legs off... it was a wild 
                         scene.

                                     BABY
                         Things like that get a lot bloodier 
                         than ya think.

               Without warning the car lunges to one side.

                                     JERRY
                         What was that?

                                     BILL
                         Fuck. I think we blew a tire.

                                     MARY
                         Don't even say it.

                                     DENISE
                         You got to be fucking joking.

                                     MARY
                         God damn it, I knew this witch-hunt 
                         was fucking bullshit.

                                     BILL
                         OK, let's relax. I'll check it, maybe 
                         I'm wrong. Don't everybody freak out 
                         just yet.

                                     JERRY
                         I'll help ya.

                                     BILL
                              (sarcastic)
                         Gee, ya think it wouldn't be too 
                         much trouble.

               EXT. CHERRYPICKER ROAD - WOODS - NIGHT

               Bill and Jerry stare down at the blown tire sunk in the mud.

                                     BILL
                         I hope you fixed the spare like I 
                         asked ya.

                                     JERRY
                         Yeah, I fixed it. Well, I ain't... 
                         um, I can't remember. I think I took 
                         it out to fit the bags and forgot to 
                         put it back.

                                     BILL
                         Jesus Christ, Jerry.

                                     JERRY
                         Well, technically I did what ya said.

                                     BILL
                         You're a real fucking piece of work.

               Bill stares at Jerry in disbelief.

               INT. CAR - NIGHT

               Baby is leaning on her chin staring at Mary and Denise. The 
               car radio plays in the background.

                                     MARY
                         Can I help you with something?

                                     BABY
                         I was just wondering.

                                     MARY
                         Wondering what?

                                     BABY
                         Are you two gals all funny with each 
                         other?

                                     MARY
                         What?

                                     BABY
                         You know... a couple of queers.

                                     MARY
                         Do you believe this fucking girl?

                                     BABY
                              (turning her attention 
                              to Mary)
                         I was just wondering, cause you got 
                         a pissy look about you... like a 
                         real pussy licking bitch.

               Denise tries to QUICKLY defuse the situation.

                                     DENISE
                         No. No pussy licking here, but thanks 
                         for your concern.

               Bill and Jerry slide back into the car.

                                     BILL
                         Well, I got some bad news and some 
                         bad news.

                                     MARY
                         What?

                                     JERRY
                              (fake Scottish accent)
                         Tire's fucking gone crap on us, man. 
                         There's no saving it now.

                                     BILL
                         And the spare is safely sitting in 
                         Jerry's garage.

                                     DENISE
                         For fucking sake Jerry, what the 
                         fuck are we gonna do?

               Baby starts laughing.

                                     MARY
                         What the hell are you laughing about?

                                     BABY
                         I just pictured the tire sitting in 
                         a chair watching TV.

                                     MARY
                         Oh, wonderful.
                              (muttering to herself)
                         Fucking psycho.

                                     BILL
                         I guess I'll try to back it out on 
                         the rim... at least to the main road.

                                     BABY
                         If you keep going straight you can 
                         get back on the interstate... it's 
                         easier.

                                     MARY
                         Just back up.

                                     JERRY
                         I think we should go straight. I 
                         mean we know for a fact there ain't 
                         nothing back that way, right?

                                     BABY
                         Oh wait! I love this song!

               Baby reaches over and TURNS UP the VOLUME. She loudly sings 
               along with the song.

                                     BILL
                         Fine. I'll go straight.

                                     MARY
                         What!

                                     BILL
                              (over the loud music)
                         Fine! I'll go straight!

               The car moves forward. After about fifty yards the car HITS 
               something hard and gets stuck in a deep mud bog.

                                     BILL
                         Fuck! We are fucked!

                                     DENISE
                         Turn that fucking radio off!

               Bill shuts off the radio.

                                     DENISE
                         Now what are we gonna do?

                                     BABY
                         We can walk to my house from here. 
                         My brother's got a tow truck, he can 
                         come get your car.

               A silence falls over the car.

                                     MARY
                         I think I'm going fucking crazy.

                                     DENISE
                         I can't believe...

                                     BILL
                         OK, whatever. Let's go get your 
                         brother's truck. Faster we get the 
                         truck, faster we get out of here.

                                     BABY
                         OK.

                                     JERRY
                         I'll go. It's my fault.

                                     MARY
                         You said it, not me.

                                     BILL
                         Forget it. I'll just go.

                                     MARY
                         Screw that, no way, I ain't letting 
                         you go by yourself.

                                     BILL
                         Don't worry, I'll be quick. Just 
                         stay here, no sense everybody getting 
                         drenched.

                                     JERRY
                         I agree.

                                     BABY
                         Yeah, it won't take long and besides 
                         you sassy poodle girls will slow us 
                         down.

               Baby jumps up and gets out of the car.

                                     BILL
                         Don't worry, I'll be right back.

                                     BABY
                         Come on.

                                     JERRY
                         Don't forget the flashlight, it's 
                         pretty dark out there.

                                     BILL
                         Thanks.

                                     JERRY
                         No problem.

               Bill kisses Mary good-bye and EXITS.

               Mary watches Baby and Bill head off into the WOODS. Baby 
               turns and makes a kissy face at Mary.

               EXT. MISS BUNNY'S HOLLYWOOD REVUE - DAY

               A hand painted tin sign surrounded by flashing lights which 
               reads MISS BUNNY'S HOLLYWOOD REVUE hangs over the entrance 
               to a small garage.

               Movie star portraits of JEAN HARLOW, W.C. FIELDS and CLARK 
               GABLE adorn the walls of the garage.

               An over the hill ex-glamour girl, MISS BUNNY, 55, comes into 
               frame. She's dressed in a sparkling red gown with feathers 
               in her hair.

                                     MISS BUNNY
                              (bad Marilyn Monroe 
                              imitation)
                         Hi, I'm Miss Bunny and welcome to my 
                         Hollywood Revue...
                              (she giggles)
                         ...where the stars shine forever.

               INT. MISS BUNNY'S HOLLYWOOD REVUE - DAY

               Tinseltown lives. Tin foil is wrapped around everything, the 
               walls, doors and ceiling. Fake cement handprints of movie 
               greats cover the tiny floor. Badly sculpted statues of MARILYN 
               MONROE, GROUCHO MARX and JOHN WAYNE stand in the corners.

               Dead center is a small puppet show stage.

                                     MISS BUNNY
                         Hi, this is the place where the magic 
                         happens.

               CLOSE UP - SQUIRREL

               A stuffed squirrel dressed in a gray skirt and jacket, a 
               tilted hat sits atop its head.

                                     MISS BUNNY
                              (holding up squirrel)
                         This is Jenny, she is our resident 
                         Ingrid Bergman.

               Miss Bunny picks up a stuffed white cat wearing a brown 
               trenchcoat.

                                     MISS BUNNY
                         This is Ronald J. Perrywinckle... 
                         our Humphrey Bogart... today we'll 
                         be doing a scene from Casablanca.

               Miss Bunny begins to make the dead animal puppets interact. 
               She provides their voices.

                                     HUMPHREY CAT
                         If that plane leaves the ground and 
                         you're not with him you'll regret 
                         it... maybe not today, maybe not 
                         tomorrow but soon and for the rest 
                         of your life.

                                     INGRID SQUIRREL
                         But what about us?

                                     HUMPHREY CAT
                         We'll always have Paris. We didn't 
                         have, we lost it... until you came 
                         to Casablanca. We got it back last 
                         night.

                                     INGRID SQUIRREL
                         When I said I would never leave you.

                                     HUMPHREY CAT
                         And you never will.

               EXT. WOODS - NIGHT

               A single flashlight beam cuts through the darkness of the 
               dense woods. Bill stumbles behind Baby, she is clearly in 
               her element.

                                     BILL
                         How much further?

                                     BABY
                         Almost there... are you in a hurry 
                         or something?

                                     BILL
                         Well, yeah, kind of.

               INT. CAR - NIGHT

               Jerry is stretched out across the front seat, reading a book 
               on Freak Shows. Denise and Mary sit in the back, curled up 
               under layers of blankets and clothes.

                                     DENISE
                         Fuck, it's freezing.

                                     JERRY
                         Hey, listen to this... I think this 
                         is related to our Dr. Satan.

                                     DENISE
                         Oh, yeah.

                                     JERRY
                         Yeah, in this book there's a chapter 
                         called Self Made Freaks about how 
                         people would mutilate themselves in 
                         order to work in a freak show. It 
                         mostly talks about tattooed people 
                         and wild men of Borneo and shit like 
                         that, but there is one mention of a 
                         single case where a woman was 
                         suspected of having her arms removed 
                         on purpose to become an arm-less 
                         wonder.

                                     DENISE
                         Yeah, so how does that fit with the 
                         story of four morons with a flat 
                         tire looking for a dead tree?

                                     JERRY
                         It says, "records show that Ellie 
                         Thompson was born in 1914 of normal 
                         physical stature and lived a life of 
                         normal bearings, until such time 
                         that she was placed in the care of 
                         the Willows State Mental Facility."

                                     DENISE
                         So.

                                     JERRY
                         Now she was put in the nuthouse in 
                         1930 at the age of 16.

                                     DENISE
                         Why?

                                     JERRY
                              (scanning the book)
                         Blah, blah, blah... it doesn't say, 
                         but she was released sometime in 
                         1937, only to reappear as Ellie 
                         Bogdan, the arm-less wonder. Says 
                         she, "criss-crossed the United States 
                         constantly in carnivals and freak 
                         shows until her death in 1946."

                                     DENISE
                         Yeah?

                                     JERRY
                         These dates perfectly correspond 
                         with the time frame of our beloved 
                         Dr. Satan working at the looney bin. 
                         I'll bet he amputated her arms.

                                     DENISE
                         So what?

                                     JERRY
                         I don't know, I just thought it was 
                         interesting.

                                     DENISE
                         You know what Jerry, who really cares 
                         at this point?

                                     JERRY
                         I don't...
                              (to himself)
                         ...I just thought it was weird.

                                     MARY
                              (bursting in)
                         God damn it, I must be fucking crazy 
                         to let him go off with that crazy 
                         fucking bitch.

                                     JERRY
                         Huh?

                                     MARY
                         That stupid hillbilly slut.

                                     JERRY
                         Oh, don't blow everything out of 
                         proportion.

                                     MARY
                         You didn't see the look she threw 
                         me. She's up to something.

                                     DENISE
                         Yeah, Jerry, she said some pretty 
                         fucked shit to us.

                                     JERRY
                         When?

                                     DENISE
                         When you were outside with Bill.

                                     MARY
                         She said we look like pussy lickers 
                         or some shit like that.

                                     DENISE
                         Yeah, she said we looked queer.

                                     JERRY
                         Aw, get over it, she's just some 
                         dopey redneck, she ain't smart enough 
                         to be up to nothing... I mean 
                         anything... chicks.

               EXT. FARMHOUSE - NIGHT

               An old Gothic FARMHOUSE stands atop a hill at the end of a 
               long sloping dirt road. SCARECROWS with pumpkin heads hang 
               CRUCIFIED on crosses lining the drive. Everything is severely 
               overgrown.

               Bill and Baby enter the gates of the FARM, they walk up the 
               main drive.

               Baby runs forward and begins jumping around in the huge mud 
               puddles, then runs up onto the front porch of the old house.

               The front of the house is covered with strange junk art. 
               Hundreds of dolls faces are nailed to the walls.

                                     BABY
                         These are all my dolls. I use to 
                         like to chop their heads off.

               Broken bottles and cans are cemented together in weird HUMAN 
               FIGURES, ANIMAL SKINS stretched over bone armatures form a 
               makeshift roof.

               Glowing down from the upper windows are grinning JACK-O'-
               LANTERNS.

                                     BABY
                         The door's locked. I'll gotta go 
                         around... wait here.

                                     BILL
                         OK.

               Baby RUNS OFF around the side of the house.

               Bill stands looking off into the distance at the desolate 
               farm grounds. The rain continues to hammer down.

               From BILL'S POV we see a silhouette of a LONE FIGURE walking 
               in the distance. The shape of a large dog follows behind 
               him.

               Bill JUMPS, startled by the sound of the heavy front door 
               opening.

                                     BILL
                         Christ, you scared the shit out of 
                         me.

                                     BABY
                         Aw, you ain't seen nothing yet.

                                     BILL
                         Is your brother ready to go?

                                     BABY
                         Oh... yeah, he already left. We'll 
                         wait inside, come on.

                                     BILL
                         He left!

                                     BABY
                         Yeah, come on.

               Baby GRABS Bill by the arm and pulls him into the house.  
               The heavy iron door slams shut.

               INT. CAR - SAME

               Denise and Mary sit facing one another, playing cards.

               Mary deals from a deck.

               Jerry naps in the front seat.

                                     MARY
                         How long has it been?

                                     DENISE
                         I don't know... about half an hour.

               A metal KLANG is faintly heard.

                                     MARY
                         What was that?

                                     DENISE
                         What? I didn't hear anything.

                                     MARY
                         Wait... quiet. Turn off the radio.

               Mary reaches over the front seat and turns off the radio.

                                     DENISE
                         Now... listen.

               They sit in silence.

                                     MARY
                         I don't hear anything.

                                     DENISE
                              (whispering)
                         Shhhhhh, quiet.

                                     MARY
                         I still don't.

                                     DENISE
                         Turn on the headlights. See if 
                         anything is out there.

               Mary turns on the headlights. Denise lets out a blood-curdling 
               SCREAM. Jerry bolts up.

                                     JERRY
                         What... what!

               Standing dead center in the road is the GIANT SHAPE of a MAN 
               holding a heavy chain with a huge hook on the end.

                                     MARY
                         Lock the doors... quick, quick.

               Everybody scrambles to lock the doors.

                                     DENISE
                         Holy fuck, holy fuck, holy fuck.

               On closer inspection, Jerry notices the chain is attached to 
               the back of a TOW TRUCK.

                                     JERRY
                         Hold on, hold on! Everybody calm 
                         down! It's the tow truck guy.

                                     MARY
                         What!

                                     DENISE
                         Jesus Christ.

                                     MARY
                         I think I'm gonna have a fucking 
                         heart attack.

                                     JERRY
                              (Scottish accent)
                         OK lassies, I think it's time you 
                         get to gripping reality.

                                     MARY
                         Enough with the stupid voices.

               The brute man attaches the chain to the car and begins raising 
               it with his truck.

               A SIGN on the side of the truck reads FIREFLY TOWING.

                                                               DISSOLVE TO:

               CLOSE UP - TV SCREEN

               We are watching a scene from THE OLD DARK HOUSE. GLORIA 
               STUART, RAYMOND MASSEY and MELVYN DOUGLAS are standing in 
               the rain pounding on a huge wooden door.

                                     GLORIA STUART
                         Knock again louder.

                                     MELVYN DOUGLAS
                         I should of thought that was loud 
                         enough to wake the dead... that's an 
                         idea.

                                     RAYMOND MASSEY
                         What is?

                                     MELVYN DOUGLAS
                         Wouldn't it be dramatic, supposing 
                         the people inside were dead. All 
                         stretched out with the lights quietly 
                         burning about them.

                                     GLORIA STUART
                         I'm sure it would be very amusing.

               We pull back from the TV to see Bill's clothes drying by the 
               fireplace. Bill, now wearing overalls and a flannel shirt, 
               is sitting on an old over stuffed sofa.

                                     BILL
                         So, you live here alone... I mean 
                         with just your brother?

                                     BABY
                              (speaking from the 
                              next room)
                         No. There's a bunch a us 'round 
                         somewhere... I think Mamma's sleepin'. 
                         She sleeps a lot, now... do you want 
                         marshmallows?

                                     BILL
                         Um, yeah sure, I guess.

                                     BABY
                         You sure do a lot of guessing.

               Baby sets down the tray, making sure to bend over close to 
               Bill. She hands him his drink and sits down next to him.

                                     BILL
                         Thank you.

                                     BABY
                         You're welcome.

               Baby moves closer to Bill, he begins to get nervous.

                                     BILL
                         Hey, um...
                              (pointing to the 
                              mounted animal head 
                              over the fireplace)
                         ...what kind of animal is that?

                                     BABY
                         A dead one.

                                     BILL
                              (sipping his drink)
                         Mmmmm, this is tasty.

                                     BABY
                              (scoops out some 
                              marshmallow with her 
                              finger)
                         Ain't the only thing tasty in this 
                         house.
                              (licks it off)

                                     BILL
                         I wonder what time it is. Seems kind 
                         of late.

                                     BABY
                         Don't worry, sugar. It ain't past my 
                         bedtime... are you flirting with me?

                                     BILL
                         What? No, I'm was worried that... I 
                         was just wondering what's taking so 
                         long.

                                     BABY
                         Oh. Maybe R.J. got into a crash and 
                         killed everbody?

                                     BILL
                         That's not something to joke about.

                                     BABY
                              (rolls her eyes)
                         OK, sorry... maybe the Great Pumpkin 
                         ate 'em up.

               Finally, the SOUND OF A TRUCK pulling up can be HEARD.

               Bill jumps up and goes to the window.

                                     BILL
                         Hey, great they're back.

                                     BABY
                              (sarcastically)
                         Whoopie fucking doo.

               TV SCREEN - SAME

               On the B+W screen we see DR. WOLFENSTEIN, a local horror 
               movie host. He looks like a cross between the WOLFMAN and 
               LON CHANEY in LONDON AFTER MIDNIGHT.

                                     DR. WOLFENSTEIN
                              (sounds like Wolfman 
                              Jack)
                         Aaaahooooh, the Doctor is in! Don't 
                         move, don't scream. Stay tuned for 
                         more creature craziness from channel 
                         68's Halloween eve movie marathon. 
                         I'm your host... your ghost host 
                         with the most, baby... Dr. Wolfenstein 
                         and will be with you until the end. 
                         Aaaaaaahooooooh!

               EXT. FARMHOUSE - NIGHT

               Bill stands on the front porch watching as the truck roughly 
               jerks the car to a stop.

               Jerry jumps out, opens the back door and helps Denise.

                                     JERRY
                              (looking at Bill)
                         Hey, nice outfit Billy Bob.

                                     DENISE
                         Thanks for coming to get us. Little 
                         brother almost scared us to death.

                                     JERRY
                              (quietly to Bill as 
                              he passes)
                         Dude, your chick's a little high 
                         strung.

               Mary is the last one out of the car. She says nothing as she 
               walks to join the others on the porch.

               Her look says it all as she walks by Bill and into the house.

                                     BILL
                         Mary, I'm sorry but he left without 
                         me. Mary... come on, you don't think 
                         I'd leave you stranded out there.

               INT. FARMHOUSE - NIGHT

               Everyone stands around at the fireplace, trying to dry off.

                                     DENISE
                         Look. I gotta call my Dad and tell 
                         him we're gonna be late. Can I use 
                         your phone?

               Baby sits silently watching TV.

                                     DENISE
                         Excuse me, may I please use your 
                         phone?

                                     MARY
                              (sarcastically)
                         Bill, why don't you ask her... she's 
                         your special friend.

               A VOICE from upstairs answers.

                                     MOTHER
                         Ain't got one.

               MOTHER comes into view from the darkness above. She is in 
               her fifties, but looks younger. A sleazy white trash queen. 
               She slowly descends the stairs.

                                     DENISE
                         Huh? Oh, hi. You really don't have a 
                         phone?

                                     MOTHER
                         No, none. I had one once, back in 
                         '57 maybe... I don't know. Really 
                         ain't nobody we wanna be jaw flapping 
                         at around here no more.

                                     JERRY
                         Hey, maybe the guy with the tow truck 
                         could drive us to a phone.

                                     MOTHER
                         His name is Rufus, Rufus Jr., but we 
                         all call him R.J.

                                     JERRY
                         Oh, right.

                                     MOTHER
                         What do they call you, sweety?

                                     JERRY
                         Um, I'm Jerry... that's Bill... Denise 
                         and Mary.

                                     BILL
                         Yeah, maybe R.J. could just tow us 
                         and our car to the nearest garage.

                                     DENISE
                         I mean obviously we will compensate 
                         you for your troubles.

                                     MOTHER
                         Oh, you ain't no troubles, no, no, 
                         no fuss.
                              (claps her hands)
                         Baby... go see what Rufus Jr. is 
                         doing with these nice folks' 
                         automobile.

               Baby slowly rises like a defiant child and walks out of the 
               room.

                                     MOTHER
                         In the meanwhile please make 
                         yourselves at home.

                                                               DISSOLVE TO:

               MONTAGE

               Gruesome crime scene photos flash across the screen.

                                     CHILDREN
                              (singing, off screen)
                         98 bodies in your bed, Some are green, 
                         some are red. Eat the flesh and pick 
                         the bones, Drink the blood when you 
                         get home. 99 bodies in the ground, 
                         Some are blue, some are brown. Gather 
                         'round the people said, Where do you 
                         go when you are dead?

               INT. FARMHOUSE - LIVING ROOM - NIGHT

               Mother, Jerry, Denise and Mary are all seated on the sofa. 
               Bill sits in an easy chair.

                                     MOTHER
                         So, what brings you kids way out 
                         here, ain't you got something better 
                         to do for Halloween than wander around 
                         out here in the sticks?

                                     JERRY
                         Well, I thought I'd maybe take in a 
                         hoedown.

                                     MOTHER
                              (flirting)
                         Oh, really...
                              (puts her hand on 
                              Jerry's knee and 
                              winks)
                         ...well, I'm a pretty good dancer if 
                         you know what I mean... I bet I got 
                         a few moves you ain't never seen.

                                     JERRY
                         I don't doubt that.

                                     DENISE
                         No, he's just joking. We don't really 
                         have any plans other than spending 
                         the night at my Dad's house...
                              (glances at Jerry)
                         ...which is where we were headed 
                         when our car broke down.

                                     MOTHER
                         That's nice.

                                     DENISE
                         Yeah, I guess I'll just help him 
                         hand out candy to the trick or 
                         treaters.

                                     JERRY
                         And I'm gonna help put the razor 
                         blades in the candy apples.

                                     MOTHER
                         I'll bet you are... you are a naughty 
                         little thing aren't ya.

                                     JERRY
                         I was just kidding.

               Bill and Mary snicker at Jerry's comments. Denise tries to 
               keep a straight face.

                                     MOTHER
                         Oh, I get it... I guess you think 
                         you're too good for the simple 
                         pleasures of Halloween.

                                     MARY
                         No, just a little too old.

                                     MOTHER
                         Oh really, well I hope something 
                         changes your mind some day.

               Baby returns from the garage.

                                     BABY
                         Tiny's home.

                                     MOTHER
                         What about R.J.?

                                     BABY
                         Oh, he was already gone before I 
                         seen him... but Tiny saw him and 
                         said he said he was going out to the 
                         yard to get a new wheel.

                                     BILL
                         The yard, what's that?

                                     MOTHER
                         It's an old auto junkyard out in 
                         Baldwin.

                                     DENISE
                         How long is that gonna take?

                                     MOTHER
                         He should be back in a couple hours.

                                     MARY
                         A couple hours!

                                     DENISE
                         Can't Tiny drive us to a phone?

               Mother and Baby laugh.

                                     MOTHER
                              (laughing)
                         Tiny ain't got no car, he ain't even 
                         got a bicycle.

                                     DENISE
                         How's he get around out here?

                                     BABY
                         He walks, duh.

                                     MARY
                         Fucking great.

                                     MOTHER
                         I know you're my guests and welcome 
                         but I'd please advise you to keep 
                         from cussing while in my house, thank 
                         you.

                                     MARY
                         Sorry.

                                     MOTHER
                         Well, even though I know it seems 
                         childish to you all. Tonight is 
                         Halloween eve and it special to us 
                         so you are all invited to stay for 
                         dinner.

               Under the circumstances they realize they have no choice. 
               They grin and bear it.

                                     DENISE
                         Thank you.

                                     JERRY
                              (imitates Elvis)
                         Yes, thank you. Thank you very much.

                                     MOTHER
                              (Mother touches Jerry's 
                              shoulder suggestively)
                         You're a strange one, aren't ya honey. 
                         I think you and me are get on like...
                              (she thinks for a 
                              second)
                         ...like something real good.

               Camera moves over to the TV. THE END fades up on screen.  
               Dr. Wolfenstein appears over the credits.

                                     DR. WOLFENSTEIN
                         There well, who knew there was love 
                         to be found in The Old Dark House. 
                         Coming up next, do not move a muscle, 
                         an artery or a vein as we venture 
                         into another creepy classic... are 
                         you ready for THE WOLFMAN, baby?

               INT. HOUSE - DINING ROOM

               Bill, Jerry, Mary and Denise are now all seated around a 
               large dining room table. A thick mountain of candles sits 
               burning dead center on the table, giving off a warm glow. 
               Dozens of Halloween decorations dangle from strings over the 
               table, spiders, bats and black cats.

               There is a hand-made PAPER MACHE MASK sitting on each plate.

                                     MARY
                              (holding up the witch 
                              mask)
                         I hope to Christ she doesn't expect 
                         us to wear these things.

                                     BILL
                         Whatever it is just do it. The more 
                         we play along the faster we'll get 
                         the hell out of here.

                                     DENISE
                         Really, now is not the time to make 
                         waves.

                                     JERRY
                         Hey, I'm just waiting for Cousin Itt 
                         to show up.

                                     DENISE
                         Shhhhhh.

               Mother walks in holding a covered serving tray.

                                     DENISE
                         You sure you don't need any help in 
                         there?

                                     MOTHER
                         No dear, I'm fine. Now what kind of 
                         host would I be if I put my guests 
                         to this kind of work.

               She sets the tray and goes back in the kitchen.

               BOOM! The sound of the front door SLAMMING shut is heard, 
               followed by the POUNDING of heavy footsteps.

               Mother's and Baby's shouting is heard.

                                     BABY (O.S.)
                         Ma, Tiny's in.

                                     MOTHER (O.S.)
                         Go tell him to get your Grandpa.

               INT. HOUSE - BABY'S ROOM

               Baby is standing in front of her closet staring at her 
               clothes. The walls of her room are covered with B+W photos 
               of movie stars.

                                     BABY
                              (whining)
                         Ma, I can't, I'm busy getting dressed.

               INT. HOUSE - DINING ROOM

               TINY ENTERS and removes his coat.

               Everyone is speechless.

               Tiny is over SEVEN FEET TALL and weighs THREE HUNDRED POUNDS. 
               He is wearing a black sweater with a big red skull stitched 
               into it. A red knit ski mask covers his face. Black gloves 
               cover his hands.

               Tiny sits at the table, looks down at his plate and says 
               nothing.

               Mother comes to fetch Tiny. She relays a message to him with 
               strange hand gestures.

               Tiny gets up and leaves the room.

                                     MOTHER
                         You'll have to forgive Tiny, he can't 
                         hear so much.

                                     DENISE
                         Oh.

                                     MOTHER
                         Yeah, my poor baby. It's his Daddy's 
                         fault. I mean Earl was a good man... 
                         I mean he never hit me or nothing, 
                         but one day he just got up and went 
                         pure devil on us all.

                                     DENISE
                         What happened? Oh, I'm sorry, it's 
                         none of my business.

                                     MOTHER
                         He tried to burn the house down, 
                         said it was possessed by the spirits. 
                         Tiny was sleeping in the basement 
                         where the fire started. I don't think 
                         Earl ever meant to harm us... but 
                         Tiny was badly burnt, his ears were 
                         destroyed and most of his skin.

                                     BILL
                         Is that why he wears the mask?

                                     MOTHER
                         Yeah, my baby boy gets shy around 
                         new people, but he'll warm up to 
                         ya... especially the ladies.

                                     JERRY
                         Great. I thought I felt a certain 
                         attraction between Mary and Tiny 
                         soon as he walked in.

                                     MOTHER
                         Maybe. He's a real lady killer.

                                     JERRY
                         Didn't ya think, Mary?

               Mary just smiles, then gives Jerry a dirty look.

                                     MOTHER
                         Well, we'll see... the night is young 
                         and so are you... oh well, couple 
                         more minutes.

               Mother returns to the kitchen.

                                     DENISE
                              (elbows Jerry)
                         Don't be such a fucking smart ass.

                                     MARY
                         Yeah, it's really your fault that 
                         we're stuck in this shithole in the 
                         first place.

                                     JERRY
                         Oh, don't worry she didn't get 
                         offended by what I said. You two got 
                         to lighten up... right, Bill?

                                     BILL
                         Whatever, at this point all I care 
                         about is food. I'm starving and I 
                         got a fucking killer headache.

                                     JERRY
                         Hey, I asked you if you wanted some 
                         chicken.

                                     BILL
                         Didn't look like chicken to me, more 
                         like fried pussy cat.

                                     JERRY
                              (shrugs)
                         Tasted pretty good.

               INT. FARMHOUSE - GRAMPA'S ROOM - NIGHT

               In a cramped, darkened room we see the huge shape of Tiny 
               hovering over a BED containing the hunched, fragile old body 
               of GRAMPA.

               Grampa struggles to sit, then slowly slides his legs over 
               the edge of the bed. Tiny helps him to stand.

                                     GRAMPA
                         God damn it, I can do it. I can do 
                         it myself, ya big monkey. I ain't 
                         dead yet... so don't you and your 
                         sister start counting out my money 
                         yet.

               Grampa steadies himself against Tiny. They slowly walk out 
               of the room.

                                     GRAMPA
                         God damn, my dogs are barking.

               As they move into the light of the hallway, it is clear that 
               Grampa is in his late 80's.

               Grampa quickly grows tired. Tiny picks him up in his arms 
               and carries him down the stairs to the dining room.

               As they move past, the camera comes to rest on a STRANGE 
               OBJECT sitting on a shelf.

               A LARGE GLASS JAR containing a DEFORMED BABY. The pickled 
               punk looks to have a small second head growing from its 
               temple. The label on the jar reads STUFFY 1973.

               The sound from the TV fades up in the background.

               BELA LUGOSI'S VOICE can be heard.

                                     BELA LUGOSI (V.O.)
                         Your hands, please. Your left hand 
                         shows your past...

                                                               DISSOLVE TO:

               TV SCREEN

               Bela is seen as a fortune teller holding a woman's hands. 
               This is a scene from The Wolfman.

                                     BELA LUGOSI
                         ...and your right hand shows your 
                         future.

               CLOSE UP

               We see a tight shot of the woman's palm. A pentagram appears.

               INT. DENISE'S FATHER'S HOUSE - NIGHT

               We PULL BACK from the TV to find Donald Willis sitting in a 
               old easy chair. The room is modest, but comfortable.

               He reaches over and picks up a small alarm clock, notices 
               the time, concerned look comes over his face.

               The phone rings. He quickly answers it.

                                     MR. WILLIS
                         Hello, Denise?

               Disappointment. He mutes the TV.

                                     MR. WILLIS
                         Oh, yeah... no, Fred. I was hoping 
                         you were Denise, she's a little late.
                              (pausing)
                         Yeah, yeah I'm sure the rain just 
                         slowed 'em down... yeah... uh-huh, 
                         yeah... no, no you can keep it 'til 
                         Tuesday... alright, talk to ya 
                         tomorrow, bye.

               Unmutes the sound on the TV.

               INT. DINING ROOM - NIGHT

               The feast is on. Mother, Tiny, Grampa, Jerry, Bill, Mary and 
               Denise are gathered around the table.

                                     MOTHER
                         OK, everyone, put on your masks. We 
                         can't very well eat with our everyday 
                         faces exposed.

               Mother puts on her mask, Tiny and Grampa follow. Jerry, Bill 
               and Denise slowly raise up their masks, Mary hesitates.

                                     GRAMPA
                              (to Mary)
                         Christ kid, put it on. She ain't 
                         letting any of us touch the grub 
                         'til you're wearing the damn thing.

               Mary rolls her eyes and complies.

                                     JERRY
                         I've been meaning to ask you, Mrs... 
                         Ummmm.

                                     MOTHER
                              (hesitates)
                         Firefly.

                                     JERRY
                         Firefly... mmmmm odd name. Mrs. 
                         Firefly, do you know anything about 
                         the legend of Dr. Satan?

                                     BILL
                         Here we go.

               Grampa shifts his eyes onto Mother.

                                     MOTHER
                              (nervously)
                         Well, I'm not much for local gossip 
                         an this and that, but I've heard it 
                         mentioned in passing over the years 
                         but... I mean folks is queer and 
                         they say things, crazy things you 
                         know what I mean?

                                     GRAMPA
                         It's all talk, yakty yak, like a 
                         bunch of hungry chipmunks... Christ, 
                         Dr. Satan. That takes the bull's 
                         nuts alright...
                              (starts laughing)
                         ...hey, I hear some genius up north 
                         got a hot line on the Easter Bunny 
                         for ya.

               A voice from the shadows interrupts.

                                     OTIS
                              (slowly)
                         I know all about what you want to 
                         know about.

               A PALE FIGURE creeps forward like NOSFERATU from a dark corner 
               of the room. This is OTIS.

               He stands six foot, but is deathly slim. His skin is 
               translucent, glowing in the dark. Long thin white hair covers 
               his head. His eyes are grey. He is an ALBINO.

               He is holding a GLASS JAR containing a SMALL FETUS. On closer 
               inspection we see there are two small bodies joined to one 
               head. The label reads WOLF.

                                     MOTHER
                              (happy surprise)
                         Otis! I can't believe you decided to 
                         come down and join us... and you 
                         brought little Wolf. This really is 
                         a special night... all my babies 
                         together.

               Otis sets the disturbing jar of Wolf on the table. He leans 
               forward onto the jar, resting his chin.

                                     OTIS
                         Now, I don't know where you heard 
                         all your little fairy fables about 
                         Dr. Satan but...

                                     BILL
                         From a Captain Spaulding down at 
                         some museum.

                                     OTIS
                              (laughing)
                         That old bitch hog don't know shit. 
                         He tells cute little tattle-tales to 
                         sell his junk, but he don't sell no 
                         Yankee boys no truth.

                                     JERRY
                         But something happened, right? I 
                         mean the story is based on a real 
                         incident, right?

                                     GRAMPA
                              (mouth full of food)
                         What are you, Jimmy Olsen cub reporter 
                         for the Daily Asshole?

                                     MOTHER
                         Grampa... watch the language.

                                     OTIS
                         I ain't sure that you really need to 
                         know. It's better you go home still 
                         dreaming about your kitty cats and 
                         puppy dogs.

                                     JERRY
                         I really want to know.

                                     GRAMPA
                         Hey, the kid wants to know. Enlighten 
                         him.

                                     OTIS
                         Boy, I bet you'd stick your head in 
                         the fire if I told ya you'd see 
                         Hell... meanwhile you too stupid to 
                         realize you got a demon sticking out 
                         your ass singing, "Holy Miss Moly, I 
                         got a live one."

                                     DENISE
                         Can we please change the subject?

               The CLOCK on the wall strikes TEN.

                                     GRAMPA
                              (shouting)
                         Dinner's over.
                              (pushes his plate 
                              back and stands up)
                         Ladies and Germs... it's showtime.

               Grampa hobbles out of the room.

                                     BILL
                         What's he so excited about?

                                     DENISE
                         Yeah, showtime for what?

                                     MOTHER
                         For the show. It's Halloween eve and 
                         time for our show.

                                     JERRY
                         Oh, you mean on TV.

                                     MOTHER
                         No, no, no it's so much more special 
                         than that... you'll see, you'll be 
                         the first to ever see. I think this 
                         is something you'll really love.

                                     JERRY
                         Great.

               EXT. FARMHOUSE - BARN - NIGHT

               Billy, Jerry, Mary and Denise stand waiting in front of an 
               old barn. Tiny unlocks the huge doors of the barn and swings 
               them open.

               Standing inside waiting is Mother. She is all dressed up for 
               the occasion.

                                     MOTHER
                         Please, come in... how many in your 
                         party...
                              (she counts the heads)
                         ...one, two, three and four... right 
                         this way.

               Mother hands each of them a folded piece of paper, which 
               serves as a program book. Hand drawn on each is an orange 
               pumpkin.

               INT. FARMHOUSE - BARN - NIGHT

               We follow Mother inside.

               Thousands of red Christmas lights hang down, strung through 
               the rotting wood rafters. Crates, barrels and an odd 
               assortment of chairs face a large quilted curtain. Filling 
               these seats are LIFELESS DUMMIES.

                                     MOTHER
                         Please be seated.

               Mother motions toward four empty seats in the front row.

                                     JERRY
                              (whispering)
                         This is way too fucked up for words.

                                     MARY
                              (loud whisper)
                         I know the words... fucking psycho 
                         fucking bullshit, that's the words.

                                     BILL
                         Just grin and bear it.

                                     DENISE
                         That food...
                              (holding stomach)
                         ugh, I feel like I'm gonna puke.

               Jerry, Bill, Mary and Denise take their seats.

               Mary flips open the program. Inside, written in crayon, are 
               the words: HALLOWEEN EXTRAVAGANZA -- starring the Comedy 
               Legend GRAMPA and the World Famous BABY.

                                     MARY
                              (to Bill)
                         Check this out.

                                     BILL
                         Well, ya can't complain I never take 
                         you anyplace.

               The sound of a warped crackling record fills the room. Lounge 
               music.

               A small spotlight hits the quilted curtain covering the stage. 
               Mother Firefly stands behind the controls.

               She is smiling proudly.

               The curtain clumsily parts TO REVEAL:

               A stage set pieced together from amusement park wreckage.

               A giant painted plywood devil looms over the stage, surrounded 
               by dancing skeletons and demon girls.

               A microphone stands center stage.

                                     BILL
                              (quietly)
                         I can't believe what I'm seeing.

                                     JERRY
                         I know, this is fucking nuts.

                                     MARY
                         This is starting to make me real 
                         uncomfortable.

                                     BILL
                         Just sit back and enjoy the show.

               The sound of CANNED APPLAUSE fills the room. Bill begins to 
               applaud, Jerry and Denise join in. Mary does not.

                                     GRAMPA (V.O.)
                         Ladies and gentlemen, straight from 
                         his smash six week sold out run at 
                         Tiki-Ti Club... the Stardust lounge 
                         is proud to present Mr. Sexy 
                         himself... Grampa Hugo.

               Grampa walks out to center stage, mic in hand and begins to 
               speak.

                                     GRAMPA
                         Hey, let me tell ya a story... so 
                         I'm hanging out with my buddy Hal 
                         Jackowictz and I'm like, hey Hal 
                         let's go get some booze and chase 
                         the chickens... fucking Hal says no, 
                         no the old battle axe at home will 
                         break my balls... I gotta get my ass 
                         home.

               The kids stare in shock at Grampa. Jerry begins to laugh.

                                     GRAMPA
                         So, I tell 'im... Hal, here's the 
                         secret. Go home tonight, crawl into 
                         bed, get under the covers and eat 
                         your wife's pussy... I mean jam your 
                         face right in the bush.

               Jerry starts to giggle.

                                     DENISE
                              (quietly)
                         What are you laughing at?

                                     JERRY
                         I don't know, I think he's funny.

                                     DENISE
                         This isn't funny, it's twisted.

                                     GRAMPA
                         So, Hal goes home, jumps in, starts 
                         chomping and licking away at her 
                         pussy, she's screaming and howling... 
                         totally passes out from the 
                         experience.

                                     MARY
                         Dear God, let this end.

                                     GRAMPA
                         Now, Hal... He's feeling pretty good, 
                         so he goes into the bathroom for a 
                         quick shave...
                              (pauses)
                         ...suddenly he lets out a horrible 
                         scream. Ahhhhhhhhhhhhhh!

               The recorded crowd chuckles.

                                     GRAMPA
                         Sitting there on the toilet is Hal's 
                         wife Gloria... and she says, "Quiet 
                         down, you'll wake Grandma!"

               The recorded crowd screams with laughter, as does Jerry.  
               Bill, Denise and Mary look at him like he's crazy.

                                     GRAMPA
                         Thank you, you're too kind, too 
                         kind... stay in your seats, coming 
                         up next we got something special for 
                         you men out there.

               The curtains close and the stage goes dark.

                                     DENISE
                         Shit, I'm all for being a sport, but 
                         this is ridiculous.

                                     BILL
                              (looking at his watch)
                         Man, it's already ten thirty.

                                     MARY
                         I'm with Denise, can't we just walk 
                         to someplace, this is getting fucking 
                         stupid.

                                     JERRY
                         Negative. Shit, we are so deep in 
                         the sticks we could walk for hours 
                         and find zero.

                                     BILL
                         Yeah, I'd say at this point all we 
                         can do is just wait it out. There's 
                         nothing else.

                                     DENISE
                         I suppose. I mean they're obviously 
                         all bonkers, but I guess they're 
                         harmless.

                                     MARY
                         I fucking hope so.

               The stage lights come up. The recorded applause and music 
               begin.

               Baby enters the stage. She is dressed in a home-made showgirl 
               outfit. She begins to dance clumsily to the music. She appears 
               to be somewhat intoxicated.

               The vocals come on and Baby begins to lipsync to the song.

                                     DENISE
                         You gotta be kidding me. This chick 
                         is wasted.

                                     JERRY
                         Shhhhhh.

                                     MARY
                         How much is a person supposed to 
                         stand?

                                     BILL
                              (motioning for Mary 
                              to keep her voice 
                              down)
                         Quiet.

                                     MARY
                              (sarcastically)
                         Oh, I'm sorry, bothering you? Was I 
                         disturbing your viewing pleasure?

               Baby makes her way down from stage on to floor level. She 
               gyrates and seductively TEASES one of the dummy audience 
               members.

               Baby moves over to Jerry. Stroking her hand down his face. 
               Denise tries to look amused. Jerry smiles uncomfortably.

               Baby strolls past Denise and stops in front of Mary.

               Baby pauses and pinches Mary's cheek and winks. Mary is 
               FURIOUS.

               Baby moves over to Bill. Mary watches like a mother hawk.

               Baby sings and dances with all of her attention focused on 
               Bill.

               Baby puts her arms around Bill's neck and sits on his lap. 
               Mary BOLTS FORWARD and SHOVES Baby off of Bill.

               Baby crashes onto the floor.

                                     MARY
                         Take that, you fucking slut!
                              (Mary spits at Baby)
                         Fucking redneck whore!

                                     BABY
                         You shouldn't a done that.

                                     MARY
                         Why? You gonna do something about 
                         it?

                                     BABY
                              (standing up)
                         Yeah, I'll do something.

               Baby takes out a straight razor from behind her back.

                                     BABY
                         I'll cut your fucking tits off and 
                         shove 'em down your throat.

                                     MOTHER
                         Baby! Stop!

               Mrs. Firefly runs down from her position behind the spotlight 
               and intercedes.

                                     BABY
                         Come on, ma... this bitch's got it 
                         coming.

                                     MOTHER
                         No, I told you...

               SCREECH! The garage door slides open. Rufus has returned.

                                     RUFUS JR.
                              (interrupting)
                         Car's done.

                                     DENISE
                         Thank God.

                                     MOTHER
                         I suggest you kids leave now.

                                     MARY
                         Don't worry, I'm gone.

               EXT. FARMHOUSE - NIGHT

               Bill, Jerry, Denise and Mary climb back into their car.

                                     BILL
                         Don't look back, just get in the 
                         car.

                                     DENISE
                         Lock the fucking doors.

               INT. CAR - NIGHT

               Bill begins to pull the car down the long dirt driveway 
               towards the road. The heavy rain makes visibility difficult.

                                     BILL
                              (straining to see 
                              through the darkness)
                         Almost there.

                                     JERRY
                         Jesus, you think she was really gonna 
                         cut you?

                                     MARY
                              (leaning her forehead 
                              on the window)
                         Of course she was gonna cut me, she's 
                         a fucking nut...
                              (closes her eyes and 
                              takes a breath)
                         I knew she was crazy from the second 
                         we picked her up.

               SLAM! Suddenly, Baby pounds her fist against Mary's window. 
               Mary jumps back in terror.

                                     BABY
                              (screaming)
                         You're in Hell, bitch! You're gonna 
                         die like a dog!

               Baby disappears into the darkness.

                                     MARY
                         Go! Go! Go! Get us out of here!

               Bill pulls the car up to the front gate. It is chained shut 
               with a huge padlock.

               LIGHTNING CRASHES, illuminating the crucified scarecrows.

               FLASH CLOSE-UP CUTS - of grinning jack-o-lantern faces peer 
               down from above.

               INT. CAR - NIGHT

               Bill opens the car door, starts to get out.

                                     MARY
                              (hysterical)
                         What are you doing!

                                     BILL
                         I gotta open the gate.

                                     MARY
                         Drive through it!

                                     BILL
                         It won't work.

                                     JERRY
                         Holy fuck, hurry up.

               Jerry, Mary and Denise watch through the windshield as Bill 
               struggles to unlatch the thick iron gates.

               SUDDENLY, one of the SCARECROWS JUMPS down from his cross 
               and SMASHES Bill over the head with a HEAVY CLUB. Bill drops 
               to his knees.

                                     MARY
                         Bill! Help him!

               Jerry throws open his door to get out. He's SHOVED BACK into 
               the car by another, larger scarecrow outside his door. This 
               scarecrow begins smashing the car's windows with a METAL 
               PIPE.

               Bill lays motionless, face down in the mud. His attacker 
               turns his attention on the car. He also begins smashing the 
               car's windows.

               EXT. CAR - NIGHT

               From a distance we see Jerry pulled from the car and beaten. 
               The girls are helplessly trapped inside the destroyed vehicle. 
               The scarecrows continue to pound on the car.

               As we fade out, the sound of a BARKING DOG can be heard.

                                                                   FADE TO:

               EXT. FARMHOUSE - MAGIC

               From a long shot, we see the farmhouse in the early morning 
               sunrise. All is still.

               The sound of an engine starting breaks the early morning 
               silence. Rufus's tow truck is seen pulling away from behind 
               the house. The BEATEN REMAINS of Bill's car are towed behind 
               it.

               EXT. WILLIS HOUSE - SUNRISE

               Darkness, except for the face of an alarm clock. The time is 
               7:00 AM. TICK, TICK, TICK... BUZZZZZZ. The alarm goes off.

               A hand reaches over and turns off the alarm. We hear a deep 
               groan. A light turns on.

               INT. WILLIS'S LIVING ROOM - MORNING

               Don Willis wakes up, having fallen asleep in his easy chair. 
               He sits up and wipes the sleep from his eyes. He runs a hand 
               across his head, smoothing out his thinning grey hair.

               He picks up a phone next to his bed, dials a number, waits.

                                     MR. WILLIS
                         Hi. Lieutenant Broekman please... 
                         Donald Willis.

               He holds.

                                     MR. WILLIS
                         Hey, Phil...
                              (listens)
                         Yeah, I'm alright... but I need you 
                         to check on something for me.

               Willis stands, walks to the window, opens the shades, morning 
               sun fills the room.

               shelf by the window is cluttered with framed photographs. 
               B+W memories of Denise at the beach, RUDY the dog. High school 
               graduations and Donald Willis in uniform with the other 
               members of 56 Precinct. Donald is a FORMER POLICE OFFICER.

                                     MR. WILLIS
                         I'm a little worried about Denise. 
                         She called me last night from the 
                         road, out by Ruggsville at some joint 
                         called Spaulding's or something like 
                         that, said she'd be here about 
                         eleven... but she never showed up.

               Paces.

                                     MR. WILLIS
                         Yeah, if you could run a check on up 
                         that way and see about any accidents 
                         or road closing or anything, I'd 
                         really appreciate it...
                              (listening)
                         ...yeah, yeah, I know... I'm sure 
                         nothing happened but, you know me I 
                         like to worry... thanks... bye.

               Hangs up the phone.

               INT. FARMHOUSE - OTIS'S ROOM - DAY

               Mary opens her eyes, squinting into the light. Sunlight peers 
               through filth on the windows, fractured by the tattered 
               remains of rotted curtains. Peeling yellowed newspaper serves 
               as wallpaper surrounding the window.

               Mary's eyes move across the walls to a painting of a BIG 
               EYED KITTEN. She stares at it and smiles. A look of horror 
               begins to appear on her face. She begins to scream 
               uncontrollably.

                                     OTIS
                              (off screen)
                         Shut your fucking mouth!

               She is hysterical.

                                     OTIS
                         I said shut your mouth!

               ZOOM BACK to see Mary wearing a dunce cap, tied to a chair, 
               facing a corner in the farmhouse's attic. This is Otis's art 
               studio.

               Otis, standing before a large canvas, sets down his paint 
               brush and calmly walks over to Mary.

               He spins her chair around, clamps her mouth shut with his 
               hand and leans his nose against hers.

                                     OTIS
                              (slow and sinister)
                         Listen, you Malibu Barbie middle 
                         class piece of shit. I'm trying to 
                         work, you got me, work... you ever 
                         work?

               Mary's eyes scream with terror, she nods yes.

                                     OTIS
                         Yeah, I'll bet you did. Scooping ice 
                         cream to your shitheel friends on 
                         summer break... well, I ain't talking 
                         about white socks with Mickey Mouse 
                         on one side and Donald Duck on the 
                         other... shit, you ain't reading no 
                         funny books, mamma.

               Otis raises his paint covered hand.

                                     OTIS
                         This is blood and guts, Suzy Q. Our 
                         bodies come and go, but this blood 
                         is forever...
                              (pulls a small book 
                              from his breast pocket)
                         ...let me read you something, listen 
                         and learn... you listening?

               Otis pulls back his hand, ready to backhand her across the 
               face with the book. She nods again. He lowers the book.

                                     OTIS
                              (gesturing dramatically)
                         And the angels, all pallid and wan, 
                         Uprising, unveiling, affirm That the 
                         play is the tragedy "Man" And its 
                         hero the Conqueror Worm...
                              (pauses)
                         ...you get that? Art is eternal, you 
                         get me, mamma?

               Mary stares dumbfounded.

                                     OTIS
                         Now, I'm gonna remove my hand... you 
                         make a sound and I swear I'll slit 
                         you open and make you eat your own 
                         fucking intestines... you get me?

               She nods again. He slowly removes his hand from her mouth. 
               Mary tries to remain calm, but starts to hyperventilate. 
               Tears roll down her face.

                                     MARY
                              (whispering)
                         Why? Why are you doing this?

                                     OTIS
                         Doing what? Messy up your day? Well, 
                         fuck lady there are some bigger issues 
                         at hand... than your fucking have a 
                         nice fucking day bumper sticker shit!

                                     MARY
                         Where's Bill?

                                     OTIS
                              (chuckling)
                         Well, Bill... he's a good guy, he's 
                         been great help to me... a real 
                         blessing... I couldn't have asked 
                         for a better specimen. I mean you 
                         don't know what a dry spell I've 
                         had, total block...
                              (slaps his forehead)
                         ...total block... but Bill he's OK.

               Mary looks confused, but relieved.

                                     MARY
                              (softly)
                         Where is he?

                                     OTIS
                         Let's go see.

               Otis grabs the back of the chair and drags her across the 
               room towards a curtained off area.

               Whoosh! He pulls her through the curtains. From behind the 
               curtain we hear Mary SCREAMING and Otis LAUGHING.

                                     MARY
                              (behind curtain)
                         Bill? No, no, no! What have you done? 
                         Bill!

               INT. CURTAIN ROOM - OTIS'S ROOM - DAY

               Ugliness. Decay. Pain. Carefully arranged on a model's 
               platform is the severed torso of Bill sewn to a large homemade 
               fish tail. He is lying on his ride side posing.

               Bill's face is frozen in a death scream.

                                     OTIS
                         Behold... The Fish-Boy!

                                     MARY
                              (repeating to herself)
                         This can't be real, this can't be 
                         real, this can't be real.

                                     OTIS
                         Oh, it's real... as real as I want 
                         it to be, mamma...
                              (grabs his canvas and 
                              holds it in her face)
                         ...look, see the magic in my brush 
                         strokes.

               Painted on the canvas is the gruesome scene of Bill as the 
               Fish-Boy.

                                     MARY
                              (crying)
                         Fuck you, you fucking freak!

                                     OTIS
                         Oh, come now... we're all creatures 
                         of God and freaks in our own way...
                              (twitches and shakes)
                         ...but if you'll notice...
                              (points to a blank 
                              spot in the painting)
                         right here, needs a little something, 
                         heh?

               Otis slowly puts down the canvas, turns and picks up a huge 
               hunting knife.

                                     MARY
                         What are you doing?
                              (squirming)
                         ...no, stop... please, please.

                                     OTIS
                         You, my dear worm feeder, are about 
                         to become immortalized.

               Otis draws back the knife.

                                     MARY
                              (screaming)
                         Noooooooooooo!

               Otis swings the knife forward, directly into the camera.

               CLOSE UP - CLOWN FACE

               Ravelli's clown head bobs back and forth.

               PULL BACK TO:

               Ravelli, wearing his clown head, stands by the road side 
               waving to passing cars.

               EXT. SPAULDING'S - DAY

               A police car drives past Ravelli and comes to a stop. OFFICER 
               GEORGE WYDELL, 42, a big, slightly paunchy man with a big 
               mustache and mirrored sunglasses, steps from his car.

               Following close behind, OFFICER STEVE NAISH, 29, tall 
               athletic.

                                     WYDELL
                              (pauses, looks around, 
                              pulls up his belt)
                         Well, let's go see if the nut that 
                         runs this place can help us.

                                     NAISH
                         Right.

               They walk to the door.

               INT. SPAULDING'S - DAY

               The door swings open. Wydell enters slowly, putting on his 
               best cowboy attitude. Naish follows suit.

               Wydell, hands on his belt, struts up to the counter.

               No one is around.

               A rusted bell sits on the counter, taped to it is a 
               handwritten note, "ring for service". Wydell rings it once, 
               waits, no response. Rings it again, waits, no response.

                                     NAISH
                              (looking around the 
                              room)
                         Get a load of all this crap... this 
                         is one sick place.

               Wydell begins ringing the bell non-stop.

               Spaulding shouts from the backroom.

                                     CAPT. SPAULDING
                         Whoever's a jerking off on that bell 
                         better be gone when I get out there... 
                         'cause I'm gonna rip your nuts off.

               Spaulding enters from behind the curtain, angry. He sees the 
               troopers and puts on a phony grin.

                                     CAPT. SPAULDING
                         Officers, officers what can I do for 
                         you today? I ain't fried up the birds 
                         yet... if that's what you're ring a 
                         ding dinging about.

                                     WYDELL
                              (pulls a paper from 
                              his pocket)
                         What I need are some answers.
                              (unfolds the paper to 
                              reveal a picture of 
                              Denise)

                                     CAPT. SPAULDING
                         Well, I'll try but I don't know 
                         nothing 'bout nobody. I'm a guy who 
                         likes to mind his own business, if 
                         ya get what I'm saying.

                                     WYDELL
                              (holds up picture)
                         You seen this girl? Say... within 
                         the last 24 hours.

               Spaulding reaches out and grabs the picture.

                                     CAPT. SPAULDING
                              (studies the picture)
                         Yeah, yeah I seen her. Good looking 
                         kid, but not really my type...
                              (gesturing with his 
                              hands)
                         ...I like meaty, eh?

                                     NAISH
                              (losing patience)
                         Hey ass clown, how 'bout some answers. 
                         He ain't interested in your love 
                         life.

                                     WYDELL
                         Come on, get with the facts.

                                     CAPT. SPAULDING
                         Hmmmmmmmmm?

                                     WYDELL
                         What'd you see, who was she with, 
                         where were they going?

                                     CAPT. SPAULDING
                         Aw, she was with some nosey, smartass 
                         high-rise kids. They were poking 
                         around... asking stupid questions.

                                     NAISH
                         Questions about what?

                                     CAPT. SPAULDING
                         This and that, mostly some tired Dr. 
                         Satan bullshit... they got a gander 
                         at the display back there and thought 
                         they could solve the great Deadwoods 
                         mystery.

                                     WYDELL
                         And...

                                     CAPT. SPAULDING
                         And I gave 'em directions out there, 
                         up by the old farm row... I figured 
                         what's the harm. Stupid kids probably 
                         going out to piss up a rope and got 
                         themselves turned around backasswards 
                         and got lost as shit.

                                     WYDELL
                         Is that all... think real hard.

                                     CAPT. SPAULDING
                         Yeah, they weren't here but a few 
                         minutes, didn't really have time to 
                         get as up close and personal as I do 
                         with most of the assholes that wander 
                         through here.

                                     WYDELL
                         How's about you give me those same 
                         directions.

                                     CAPT. SPAULDING
                         Yeah, yeah, sure. You don't have to 
                         get all True Grit all over my ass... 
                         I'll give'm to ya... you can knock 
                         yourself silly for all I care.

                                     WYDELL
                              (hands him a note pad)
                         Enough talk, write.

               INT. TOW TRUCK - DAY

               We are cruising down the road. A bobbing head skeleton toy 
               glued to the dashboard wiggles with each bump in the road. 
               Behind the wheel is Rufus Jr., riding shotgun is Baby, dressed 
               in her Sunday best. The radio is blasting.

                                     BABY
                              (screaming over the 
                              music)
                         We're gonna have fun tonight, bro.

                                     RUFUS JR.
                         Yeah, fun.

               They speed off.

               EXT. CHERRYPICKER RD. - WOODS - MIDDAY

               The police cruiser maneuvers down the rough dirt road.

               INT. POLICE CAR - MIDDAY

               Wydell and Naish scan the surrounding woods for any sign of 
               Denise and her friends.

                                     NAISH
                         Boss, the way I see it is these kids 
                         probally stop off somewhere, bought 
                         a bunch of booze and are off getting 
                         shitfaced.

                                     WYDELL
                         I hope you're right, but my guts are 
                         telling me different.

                                     NAISH
                         Your Spidey senses tingling.

                                     WYDELL
                         Yeah...
                              (realizes what he 
                              just said)
                         ...huh, what the hell are you talking 
                         about?

                                     NAISH
                         You know, your hyper sensitive Spidey 
                         senses... like Spider-man...
                              (pauses)
                         ...you know, like in the comics.

                                     WYDELL
                         How old do you think I am? I know 
                         who the fuck Spider-man is. Get to 
                         your point.

                                     NAISH
                         You know, his senses start tingling... 
                         when he was approaching danger and 
                         shit.

                                     WYDELL
                         I always favored the Hulk.

                                     NAISH
                         Hulk was dumb as shit.

                                     WYDELL
                         Aw, fuck.

                                     NAISH
                         What.

               EXT. CHERRYPICKER RD. - WOODS - MIDDAY

               Bill's car is down in a ditch, run off the side of the road.

               INT. POLICE CAR - MIDDAY

               Naish checks the license plate number with his sheet.

                                     NAISH
                         Plates match.

                                     WYDELL
                         Call the chief... We found 'em.

               EXT. PINK PUSSY CAT LIQUORS - MIDDAY

               A small, crummy liquor store stands next to a sleazy motel. 
               A filthy looking hooker leads her customer to a waiting room, 
               a homeless bum stands screaming obscenities in the parking 
               lot.

               INT. PINK PUSSY CAT LIQUORS - MIDDAY

               The store is decorated for Halloween.

               Off to one side is a curtained room. A sign reads "XXX 8mm 
               loops", sex noises can be heard inside.

               Baby and Rufus stand at the counter waiting for the CASHIER, 
               a skinny geek with glasses, to total up their purchases. The 
               counter is loaded with bottles.

               The cashier is packing the bottles into cardboard boxes.

                                     CASHIER
                         You all having a Halloween party 
                         tonight?

                                     BABY
                         Now, what makes you think that?

                                     CASHIER
                         You all sure are buying a lot of 
                         holy water for two people.

                                     BABY
                         Yeah, well we like to get fucked up 
                         and do fucked up shit, you know what 
                         I mean?

                                     CASHIER
                         Yeah, yeah...
                              (giggling)
                         ...I like to fuck shit up.

                                     BABY
                         I'll bet you do... how much we owe 
                         ya...
                              (looks at his name 
                              tag)
                         ...Goober?

                                     CASHIER
                              (looking down at his 
                              tag)
                         Actually it's G. Ober... Gerry Ober, 
                         but the guys drew in the other O, 
                         fucking assholes.

                                     BABY
                              (uninterested)
                         Great story Goober, how much?

                                     CASHIER
                         Ummmm... two hundred and eighty-five 
                         dollars.

               Baby throws down three hundred dollars.

                                     BABY
                         Keep the change and get yourself a 
                         new name.

                                     CASHIER
                         Holy crap, thanks!

               Rufus picks up the boxes from the counter. He and Baby start 
               to walk away.

                                     BABY
                         Come on, bro. Let's go.

                                     CASHIER
                              (holding out a flyer)
                         Hey, wait take this.

               Baby stops and grabs the flyer.

                                     BABY
                         What's this?

                                     CASHIER
                         A missing girl. I use'ta go to school 
                         with her, she just up and disappeared 
                         some day... real weird.

               The flyer reads MISSING, KAREN MURPHY, 18. The picture on 
               the flyer shows the smiling chubby face of a young girl.

                                     BABY
                         Now isn't she a happy little cherub... 
                         oh well
                              (stuffs it in her 
                              pocket)
                         ...nobody just up and disappears.

                                     RUFUS JR.
                              (mutters)
                         Aliens.

                                     BABY
                         Yeah, maybe it was fucking aliens.

               EXT. PINK PUSSY CAT LIQUOR - MIDDAY

               Baby and Rufus exit. Rufus loads the boxes into the back of 
               the truck. Baby sits on the curb and lights a cigarette.

               EXT. CHERRYPICKER ROAD - WOODS - MIDDAY

               Bill's car is now sitting in the middle of the road. The 
               back is attached to a police tow truck. An additional police 
               cruiser arrives on the scene.

               Sheriff Huston steps out from his cruiser.

                                     HUSTON
                         What'd we here, Georgie?

                                     WYDELL
                         A vehicle registered to a William S. 
                         Hudley.

                                     HUSTON
                         Holy Jesus, somebody had themselves 
                         a field day beating the shit outta 
                         this thing.

                                     WYDELL
                         Yeah, no mercy here.

                                     HUSTON
                         Recover any bodies?

                                     WYDELL
                         Not yet.

                                     HUSTON
                              (inspecting the car)
                         Shit, I wonder what these kids did 
                         to bring this much hell down on 'em.

                                     WYDELL
                         Just in the wrong place at the wrong 
                         time.

                                     HUSTON
                         That's the understatement of the 
                         year.

                                     WYDELL
                         Yep, I suppose it is.

               INT. BILL'S CAR - WOODS - MIDDAY

               Naish is digging around under the front seat.

                                     NAISH
                         Hey, I found something.

               Naish crawls out of the car.

               EXT. CHERRYPICKER ROAD - WOODS - MIDDAY

                                     HUSTON
                         What'd ya got there?

                                     NAISH
                         Keys.

                                     HUSTON
                         Well Christ boy, don't stand there 
                         like a prize dog dick with his 
                         butthole caught up a tree.

                                     NAISH
                         Huh?

                                     HUSTON
                         Open up the trunk.

                                     NAISH
                         Yes, sir.

                                     WYDELL
                         Toss 'em over here.

               Naish tosses them over the car to Wydell. Wydell fishes 
               through the keys, finds the trunk key and opens it.

                                     WYDELL
                              (winces)
                         God damn.

                                     HUSTON
                         You find something, Georgie?

                                     WYDELL
                              (disgusted)
                         Yep, I found something.

               We move around the car to see the nude body of Karen Murphy 
               laying in the trunk. Her arms and legs are hog tied. She is 
               dead. The word TRICK is carved into her side.

               INT. FARMHOUSE BASEMENT - TINY'S ROOM - LATE AFTERNOON

               Water drips down from the leaking pipes above. Scavenging 
               rats scurry across the concrete floor.

               In a far corner a single light burns, a child's Humpty Dumpty 
               lamp, illuminating --

               Denise is strapped to an old wooden bed. She has been stripped 
               of her own clothes and is now wearing a blue checked little 
               girl's dress. Her hair is tied in pigtails.

               She is cold and shivering.

               BOOM. The basement door opens, heavy footsteps lumber down 
               the creaking stairs. It is Tiny.

               Tiny is wearing an orange T-shirt that reads, "This is my 
               Halloween costume". For the first time we see the skin on 
               his arms, it is severely deformed from burn scars.

               He is holding a small tray. On the tray is a box of cereal, 
               milk, a bowl and a spoon.

               Tiny goes over to Denise, sets down the tray, and proudly 
               displays his T-shirt.

                                     DENISE
                              (hoarse and dry)
                         Please... Tiny, please. Let me go... 
                         help me.

               Tiny sits down on a stool next to the bed, he stares down at 
               Denise like a confused dog.

                                     DENISE
                              (crying)
                         Please, God please.

               Tiny begins preparing her food, carefully pouring the cereal 
               and milk into the bowl. He stirs it with the spoon.

               Tiny gently lifts Denise's head and feeds her like a baby. 
               Denise swallows the food, trying not to choke. After a few 
               spoonfuls Tiny stands up and walks over to a dark corner of 
               the room.

               He pulls a string and turns on a swinging ceiling light. In 
               the light we see a rusty cage, inside are three rail-thin 
               female bodies.

               Tiny throws the remainder of the cereal into the cage.

               One of the bodies moves to eat the scraps, the others do 
               not. They are dead.

               Tiny turns off the overhead light.

               INT. POLICE CAR - LATE AFTERNOON

               Wydell and Naish are pulling into a large truck stop parking 
               lot.

                                     NAISH
                         You sure this guy's supposed to ride 
                         with us? Seems kind of weird.

                                     WYDELL
                              (scanning the parking 
                              lot)
                         Chief said pick him up and take him 
                         with us on our house to house. Guy's 
                         an ex-cop, thinks he can help.

                                     NAISH
                         Sounds like a bad idea to me, probally 
                         just get in the way.

                                     WYDELL
                         Yeah, well I guess it's tough to sit 
                         on the sidelines and wait when your 
                         own kid's missing... besides, ain't 
                         no such thing as an ex-cop.

                                     NAISH
                         I guess not.

                                     WYDELL
                         That must be him.

               EXT. GAS STATION - LATE AFTERNOON

               A rundown gas station sits off to the side of the road.

               A filthy mechanic works on one of the many junked cars.

               Two fat greasy men sit in the hot sun playing cards.

               A Chevy Nova sits parked next to the station. Willis leans 
               against the side of the car, drinking coffee from a styrofoam 
               cup.

               A police cruiser pulls up. Wydell and Naish step from the 
               car.

                                     WYDELL
                         Mr. Willis?

                                     MR. WILLIS
                         Yes, sir.

                                     WYDELL
                         I'm Wydell... this is Naish.

               Wydell extends his hand, they shake hands.

                                     NAISH
                         Hey.

                                     MR. WILLIS
                         George Willis...
                              (to Wydell)
                         ...any leads?

                                     WYDELL
                         Well, we were on our way out to run 
                         a check on a couple farmhouses out 
                         on the edge of town... closest thing 
                         we got to a lead at this point.

                                     MR. WILLIS
                         That's it?

                                     WYDELL
                         Well, all we know is the kids were 
                         headed out to a spot the locals call 
                         Deadwood to play Nancy Drew with 
                         some local legend about this character 
                         everybody calls Dr. Satan.

                                     MR. WILLIS
                         Dr. Satan?

                                     NAISH
                         Yeah it's horseshit, just some 
                         boogieman crap that the kids like to 
                         scare each other with.

                                     WYDELL
                         Anyway, there's not much else out 
                         that way... so, I figure maybe there's 
                         a chance the kids broke down and 
                         found their way over to one of the 
                         farms.

                                     MR. WILLIS
                         What about the body you found?

                                     WYDELL
                              (slightly surprised)
                         Oh, yeah, you know about that? Hmmm, 
                         that's a strange one.

                                     NAISH
                         Local girl, Karen Murphy, been missing 
                         for a couple months, figured for a 
                         runaway.

                                     MR. WILLIS
                         Fit the profile?

                                     NAISH
                         No, not really. Good kid, never been 
                         in any trouble.

                                     WYDELL
                         Her part in this I can't figure... 
                         but I will.

                                     MR. WILLIS
                              (wipes his brow)
                         Christ, you know it's crazy...
                              (gets choked up)
                         I lived through so many other people's 
                         nightmares, you know. Always cool 
                         and calm, but... but I never thought 
                         I'd be the one needing help, ya know?

                                     NAISH
                         Don't worry, we'll find her.

                                     WYDELL
                         Let's hit the road, sooner we get a 
                         move on sooner we'll find her.

               Willis dumps out the remaining coffee, tosses the cup into 
               the trash and opens the back door of the police car. He gets 
               inside. Wydell and Naish climb in. The car drives off.

               INT. FARMHOUSE - OTIS'S ROOM - LATE AFTERNOON

               THUMP!

               CLOSE UP on a bloody, bandaged face. THUMP!

               As we pull back to see Jerry, completely bandaged like a 
               mummy, strapped to a wall. His arms and legs are spread. 
               THUMP! Knives stick in the wall next to the body.

                                     GRAMPA
                              (off screen)
                         God damn bitch, what the fuck are 
                         you waiting for... Charles Nelson 
                         Reilly don't know shit...

               We pull back further to see Otis pacing wildly back and forth 
               in front of his TV, watching MATCH GAME. Grampa sits eating 
               a TV dinner.

                                     OTIS
                              (gesturing at the TV 
                              with a knife)
                         Watch that bitch, she's thinking 
                         about that Klugman bangin' Brett 
                         Sommers, pick motherfucking Richard 
                         Dawson.

               Otis throws the large hunting knife at the wall next to Jerry.

                                     OTIS
                         He's the fucking slick jack Match 
                         Game man, mamma.

                                     GRAMPA
                         Where do they find these people?

               INT. POLICE CRUISER - LATE AFTERNOON

                                     MR. WILLIS
                         Christ, four kids couldn't just 
                         disappear.

                                     NAISH
                         No they couldn't, somebody had to 
                         see something.

                                     MR. WILLIS
                         My Denise is a smart girl, she 
                         wouldn't do anything stupid, and her 
                         boyfriend, he always seemed like a 
                         good kid.

                                     WYDELL
                         I'm sure there's a logical 
                         explanation.

                                     MR. WILLIS
                         I pray to God there is.

                                     NAISH
                         Turn up this road.

                                     MR. WILLIS
                         Where we headed?

                                     WYDELL
                         I seem to remember another farm set 
                         way back off the road where the car 
                         was found. I'm not sure if anyone 
                         lives there anymore, but it's worth 
                         a look.

               EXT. FARMHOUSE - LATE AFTERNOON

               Wydell's cruiser turns up the road to the Firefly farmhouse. 
               It moves past the scarecrows and comes to a halt. The doors 
               swing open and Wydell, Naish and Willis get out.

                                     WYDELL
                         I'm gonna see if anybody's home. You 
                         and Mr. Willis take a look around 
                         the grounds for any sign of anything.

                                     NAISH
                         Right...
                              (to Willis)
                         ...come on.

               Naish and Willis head off around the back of the house.

               INT. FARMHOUSE - KITCHEN - LATE AFTERNOON

               Dirty dishes overflow from the rusty metal sink onto the 
               surrounding counters. A large cat walks across piles of food 
               left to rot on a table. Boxes of trash and old newspapers 
               are stacked to the ceiling.

               Music from a crackling radio is heard.

               Mother stands stirring a large pot on the stove. A LOUD 
               knocking interrupts her cooking. She sets down her spoon and 
               walks to the front door.

               Before opening the door she peeks through the curtains of a 
               small side window. She sees Wydell and runs from the kitchen.

               EXT. FARMHOUSE - LATE AFTERNOON

               Wydell walks up the front steps.

               INT. FARMHOUSE - HALLWAY - LATE AFTERNOON

               Mother runs toward a door at the end of the hall. She swings 
               open the door.

               INT. FARMHOUSE - OTIS'S ROOM - LATE AFTERNOON

               Mother bursts into the room.

                                     MOTHER
                         Otis! Otis! Come quick, there's cops 
                         outside.

                                     OTIS
                         What! God damn, how many?

                                     GRAMPA
                              (watching TV)
                         What? How many?

                                     OTIS
                         Don't worry about it.

               Otis jumps up and goes over to an old dresser and opens a 
               drawer and pulls out an automatic revolver.

                                     MOTHER
                         I don't know. I only saw one.

                                     OTIS
                         I'm sure there's more than that... 
                         fucking pigs always travel in packs...
                              (handing the gun to 
                              Mother)
                         ...here, take this.

                                     MOTHER
                              (takes the gun)
                         What should I do?

                                     OTIS
                         Go down stairs and play nice... I'm 
                         a gonna go 'round back and handle 
                         things like I always fucking do.

               EXT. FARMHOUSE - SAME

               Naish and Willis move through the cluttered back yard of 
               garbage.

                                     NAISH
                         Shit, don't these packrat hillbillies 
                         throw anything away?

                                     MR. WILLIS
                         Shhhh... you hear that?

               The soft sound of moaning can be heard.

                                     NAISH
                         Yeah, I hear it... where's it coming 
                         from?

                                     MR. WILLIS
                         Over here, inside the smokehouse.

               Naish and Willis stand in front of a brick smokehouse. The 
               thick door is chained shut.

                                     NAISH
                              (knocking on door)
                         Anybody in there?

               The moaning gets louder.

                                     MR. WILLIS
                         We gotta break it open.

                                     NAISH
                         I ain't got a warrant.

               Willis picks up a broken axe handle and begins prying open 
               the door.

                                     MR. WILLIS
                         Tell it to my daughter.

                                     NAISH
                              (grabbing hold to 
                              help)
                         Shit... fuck procedure.

               Together they struggle to open the door.

               INT. FARMHOUSE - SAME

               Mother slowly opens the front door. The revolver is behind 
               her back, tucked in her apron strings.

                                     MOTHER
                              (trying to be sexy)
                         Well hello, officer.

                                     WYDELL
                              (holding up his badge)
                         Excuse me, I'm sorry for disturbing 
                         you this fine afternoon.

                                     MOTHER
                         Aw, you ain't disturbing me, but it 
                         kind of looks like rain, don't ya 
                         think?

                                     WYDELL
                         My name is Lt. Wydell, I'd like to 
                         ask you a few questions.

                                     MOTHER
                         Questions? Well, heck, I'll tell you 
                         anything you want to know.

                                     WYDELL
                         I appreciate your cooperation. I'm 
                         looking for a missing girl...
                              (holds up picture)
                         ...this girl here, Denise Willis... 
                         have you seen her?

                                     MOTHER
                         Well, I... mmmmm... no, I ain't seen 
                         her, sorry.

               She begins to close the door. Wydell stops her.

                                     WYDELL
                         Please, could I please come in and 
                         talk to you for a minute? Maybe you 
                         could take a better look at the 
                         picture... might stir up something.

                                     MOTHER
                         I um... no, I don't think so...

                                     WYDELL
                         Please, just a minute.

                                     MOTHER
                         Oh, alright... I guess I can trust 
                         you... being a man of the law and 
                         all.

               She opens the door.

                                     WYDELL
                         Thank you.

                                     MOTHER
                         Oh, you are very welcome... Lord 
                         knows how I love a man in uniform.

               She closes the door.

               EXT. FARMHOUSE - SAME

               Naish and Willis bust open the door to the smokehouse. Hanging 
               upside down inside is Mary. She hangs from ropes strapped to 
               the ceiling. Large hunks of meat hang around her in the 
               cramped room.

                                     NAISH
                         Jesus Christ.

                                     MR. WILLIS
                         Call Wydell.

               INT. FARMHOUSE - SAME

               Wydell and Mother sit opposite eachother at the kitchen table. 
               Pictures of Denise and her companions are spread on the table. 
               Wydell takes notes as Mother talks.

                                     WYDELL
                         Think... do any of these kids look 
                         familiar in any way?

                                     MOTHER
                         No, I can't say that I ever seen 'em 
                         before...
                              (points to the photo 
                              of Bill)
                         ...he looks familiar, is he on TV?

               Suddenly, Naish's voice comes over Wydell's walkie-talkie.

                                     NAISH
                         Wydell.

                                     WYDELL
                         Excuse me for a second.

               Pulls walkie-talkie from his belt to respond.

                                     WYDELL
                         Over.

                                     NAISH
                         We found one.

               Click. Mother points the gun at Wydell's head and fires.

               He falls dead to the floor.

               EXT. FARMHOUSE - SAME

               Naish hears the commotion over his walkie-talkie.

                                     NAISH
                              (into walkie-talkie)
                         Wydell! Over! Wydell! Over!

               No response.

                                     NAISH
                         Fuck, go to the car... call for 
                         backup. Tell 'em officer down.

                                     MR. WILLIS
                         Right.

               Willis runs to the car, he gets about halfway there before 
               he is hit in the back by a bullet. He stumbles and falls to 
               his knees.

               He kneels silent, stunned. We hold on his face and watch as 
               his life passes before him.

               A quick MONTAGE, we see the following images flash by:

               A. A father and daughter together in happier times.

               B. A child's birthday party.

               C. A baby crying.

               D. Willis and his deceased wife.

               Otis fires another shot.

               Willis falls forward into the mud, dead.

               Naish sees Willis fall. Before he can react a voice calls 
               out from behind him.

                                     OTIS
                         Hands up, bitch!

               Naish raises his hands.

                                     OTIS
                         Turn around, real slow... piggy-pie.

               Naish turns around.

                                     OTIS
                         Interlock your fingers behind your 
                         head...
                              (Naish hesitates)
                         ...do it!

               Naish obeys.

                                     OTIS
                         Kneel.

               Naish kneels down.

               From a distance we see Otis standing over Naish, execution 
               style. A white puff of smoke comes from Otis's gun and a 
               distant popping sound is heard. Naish falls over on his side.

               The scene fades to blood red.

               EXT. FARMHOUSE - NIGHT

               The house stands silent in the darkness. Lightning crashes, 
               a heavy rain falls.

               Burning JACK-O'-LANTERNS beam from every window. Smoke rises 
               from the chimney.

               It is Halloween night.

               INT. FARMHOUSE - NIGHT

               CLOSE-UP TV

               Dr. Wolfenstein is on screen smashing pumpkins with a giant 
               hammer.

                                     DR. WOLFENSTEIN
                         It is midnight my little boils and 
                         ghouls, the witching hour. Time for 
                         all monsters, murderers, maniacs and 
                         madmen to go to work... so lock your 
                         doors and bolt your windows, sit 
                         back and prepare for a fright night 
                         classic...
                              (lightning crashes)
                         ...The House of Frankenstein.

               The movie begins and we move off the TV to see:

               Hundreds of CANDLES are lit, illuminating everything with a 
               flickering light. Music blares from a cheap stereo. BLACK 
               and ORANGE PAPER STREAMERS are draped from ceiling to floor.

               Dead center is a LARGE OBJECT standing seven feet tall, it 
               is completely covered in paper Halloween decorations. A long 
               chain connects the object up into the rafters.

               This is the Halloween party from Hell.

               An intoxicated Grampa, dressed as FLASH GORDON, sits in his 
               wheelchair watching the TV, drinking MOONSHINE from an 
               unmarked bottle.

                                     GRAMPA
                              (slurred drunken 
                              yelling at the screen)
                         Get those motherfucker... those high 
                         water bitches and rocketship 
                         daisies... kill 'em, kill 'em.

               CRASH! CRASH! CRASH! Tiny stands in a corner tunelessly 
               banging on a large oil drum. He is dressed like a low budget 
               BATMAN, in grey long johns and a black bat mask and cape.

               A drunk Rufus, wearing a bloody police uniform, stands on a 
               table SHOUTING along to the music through a POLICE MEGAPHONE.

               Mother and Baby, both dressed as SUPERHEROES, dance around 
               the covered object. Both are swigging moonshine from jugs.

                                     RUFUS JR.
                              (shouting through 
                              megaphone)
                         Show me, show me, show me, show me!

               Mother and Baby start TEARING AWAY the paper covering from 
               the object in the middle of the room. They RIP at the paper, 
               spinning and dancing around in a wild pagan ritual.

               As the shreds of colored paper fall to the floor we see: 
               Denise, Jerry and Mary tied back to back hanging from the 
               chain, each are dressed in a different animal costume. Denise 
               is a pig, Jerry is a donkey and Mary is a rabbit. They are 
               gagged.

               Mother and Baby laugh at their helpless victims, splashing 
               moonshine in their faces.

                                     BABY
                         Drink up, it's party time.

                                     MOTHER
                         Enjoy your last night...
                              (looking around)
                         ...where's Otis?

                                     BABY
                         Oh, he's coming, he got something 
                         real special this year.

               Rufus jumps down, begins to spin the bound captives around 
               and around.

                                     RUFUS JR.
                         Otis, Otis, Otis, Otis!

                                     MOTHER
                         Quiet, quiet, you know he won't come 
                         down with all this hoop-dee-doo 
                         bouncing off the walls. Now, calm 
                         down.

                                     GRAMPA
                         I shot an elephant in my pajamas 
                         this morning... how he got in my 
                         pajamas I'll never know.

                                     BABY
                         Grampa, shhhhhhhh.

                                     GRAMPA
                         Then we tried to remove the tusks, 
                         but they were embedded in so firmly 
                         that we couldn't budge 'em.

                                     MOTHER
                              (gesturing at Grampa)
                         Let him finish.

                                     GRAMPA
                         Of course, in Alabama the Tuscaloosa, 
                         but that's entirely irrelephant.

               The room goes silent. All eyes are focused on the stairs.

               A robed figure, Otis, appears at the top of the stairs, he 
               begins to descend.

               Rufus waits at the bottom of the stairs. As Otis reaches the 
               last step Rufus hands him the megaphone.

               Denise, Mary and Jerry struggle to watch as they in turn 
               rotate past the scene unfolding.

                                     OTIS
                              (through the megaphone)
                         I'm the one who brings the Christmas 
                         candy... now tell me
                              (pauses and raises 
                              his arms)
                         ...Who's your Daddy?

               Otis walks closer to the rotating captives.

                                     OTIS
                         I'm the one who brings the devil's 
                         brandy...
                              (waits)

                                     MOTHER
                         Who's your Daddy!

                                     OTIS
                         Yes! I'm the one who beats you when 
                         you're bad...

                                     BABY
                         Who's your Daddy!

                                     MOTHER
                         Who's your Daddy!

               Otis stops the spinning of his prisoners and stands directly 
               before Denise.

               He drops his robe, underneath he is wearing a SUIT OF SKIN 
               sewn together from pieces of Denise's father.

               Denise stares in horror, tears stream down her cheeks, barely 
               able to comprehend the madness around her.

               Otis moves in close and licks her across the face.

                                     OTIS
                         I'm the one who loves you when you're 
                         fucking dead!

               Everyone chants "Who's your Daddy?"

                                     OTIS
                              (imitating Willis)
                         Now, I say my little darlings...
                              (rotates the chain to 
                              Mary)
                         maybe prancing around where you don't 
                         belong ain't such a winner of an 
                         idea...
                              (slaps Mary across 
                              the face)

               Slowly turns the chain to face Jerry.

                                     OTIS
                         And you, the great rusher of fools, 
                         what were you after...
                              (slaps Jerry)
                         Huh, speak to me...
                              (slaps him again)
                         Oh, that's right, Dr. Satan... 
                         everybody got to know about Dr. Satan, 
                         Jesus Christ, let the old dog rest 
                         for fuck sake, he's already got one 
                         foot in the grave and the other's 
                         tap dancing around the edge...
                              (gets nose to nose 
                              with Jerry)
                         ...well, I can see the disappointment 
                         on your sad little puppy face... so 
                         I'm gonna do you a favor, a big, big 
                         favor. You owe me, boy. I'm gonna 
                         let you meet the old bastard.

                                     GRAMPA
                         That's a horse's ass alright, I told 
                         you.

               Jerry's eyes widen in fear.

                                     OTIS
                         Baby, roll that old love machine 
                         over here, so this boy can meet his 
                         hero.

               Baby rolls Grampa over to Jerry.

                                     OTIS
                              (lifts his skin mask)
                         You see it's all true, the boogieman 
                         is real and you found him...
                              (Jerry stares in shock)
                         ...why so sad? Isn't this what you 
                         begged for? There he is, the living 
                         legend himself, ta da Dr. Satan. 
                         Now, don't get shy on me... ask your 
                         hero some questions, don't blow this 
                         last in a lifetime opportunity.

                                     GRAMPA
                         Zarkoff, I will conquer the sea, the 
                         air, the earth... the universe.

               Mother moves in close to Jerry.

                                     MOTHER
                         Look at the way he lights up... Grampa 
                         just loves meeting his fans.

               Otis grabs Jerry's cheeks and makes his face move like a 
               ventriloquist dummy, provides Jerry's voice.

                                     OTIS
                         Aw gee whiz, I'm so excited... I 
                         really think you're the coolest... 
                         you're tops on the playground, cooler 
                         than the Fonzie.

               Baby grabs Mary and does the same ventriloquist routine.

                                     BABY
                         Oh, oh pick me, pick me... I have a 
                         question.

               Baby rotates Mary around to where Gramps is seated.

                                     BABY
                              (squeezing Mary's 
                              face, hard)
                         I was wondering Mr. Satan sir, do 
                         you like to kiss on the first date 
                         or is that considered slutty?

                                     GRAMPA
                         What the fuck are you saying? Who 
                         the hell is talking to me?

               Tiny, growing restless, begins banging on his metal drum. 
               KLANG - KLANG - KLANG. Rufus joins in, clapping his hands.

                                     MOTHER
                         Come on, my babies are getting 
                         restless.

                                     RUFUS JR.
                         Dump in the pit, dump in the pit, 
                         dump in the pit.

               Mother, Baby, Grampa join in chanting with Rufus.

                                     OTIS
                         Alright, alright. Cut 'em down, it's 
                         time they get what they came here 
                         for.

               EXT. FIELD - NIGHT

               The rain pounds down. A heavy fog hovers over the dense growth 
               of the field. In the distance, silhouetted by moonlight, a 
               gruesome caravan slowly moves through the night.

               Otis, lantern in hand, leads the way. Followed by Baby and 
               Mother together under a large black umbrella. Next Rufus 
               holds the leash connected to Jerry, Denise and Mary.

               Bringing up the rear, Tiny, shotgun focused on the prisoners, 
               and Grampa. Grampa is strapped to Tiny's back like a child. 
               He waves a flashlight back and forth like a search beam.

               The group comes to a halt at a huge wooden structure.

                                     OTIS
                              (handing Baby the 
                              lantern)
                         Hold this. Point it over here.

               Baby directs the light at Otis. We see that he is trying to 
               unlock a huge padlock attached to an iron door embedded in 
               the base of the wooden structure.

               Otis unlocks the door and swings it open. He reaches down 
               into the blackness and pulls up an iron hook and wench, 
               attached to the hook is a chain.

               Otis parts a section of the overgrown grass next to the pit 
               to reveal a rusty metal crank. He begins to turn the crank. 
               Slowly, from out of the pit, rises a coffin hanging from the 
               end of the chain.

               Otis pulls the coffin over and lays it flat on the ground. 
               He flips open the lid.

                                     OTIS
                         Hey happy-boy, step your ass up here.

               Rufus cuts loose Jerry, but holds him steady by the neck.

                                     BABY
                         Take his gag out, it's more fun with 
                         the screaming.

                                     MOTHER
                         Yeah, I like the screaming too... 
                         it's so much more exciting.

               Rufus cuts loose the gag.

                                     JERRY
                         Please don't kill us, please don't 
                         kill us.

                                     BABY
                              (imitating Jerry)
                         Please don't kill us, please don't 
                         kill us.

                                     OTIS
                         Bitch, shut your mouth and get your 
                         shit in the box.

                                     JERRY
                         Let us go, please... let the girls 
                         go.

                                     BABY
                              (imitating Jerry)
                         Let us go, please... let the girls 
                         go.

               Otis pulls out a gun and points it at Jerry.

                                     OTIS
                         Get in... now!

                                     MOTHER
                         Wait, I want to say good-bye.

               Mother grabs Jerry by the collar and gives him a big kiss.

                                     MOTHER
                         Bye sweety, we could of been great 
                         together.

                                     JERRY
                         Please, let us go, we won't tell 
                         anybody.

                                     MOTHER
                         Aw, honey you know I can't do that.

                                     BABY
                         We won't tell anybody.

               Otis cocks the pistol. Jerry starts to slowly move towards 
               the coffin.

                                     OTIS
                         Christ, ain't this fucking a hoot... 
                         alright mamma, I ain't got all fucking 
                         night.

                                     JERRY
                         Please, please this is insane. You 
                         can't do this.

               Rufus pushes Jerry into the coffin.

                                     OTIS
                         It is and I can... next.

               Denise starts kicking and fighting with Rufus. Rufus tries 
               to hold her steady, when suddenly Mary breaks free and starts 
               to run.

                                     OTIS
                              (laughs and raises 
                              his pistol)
                         Where's she think she's a gonna get 
                         to? She's gonna run all the way home.

                                     BABY
                         No! Let me get her...
                              (turns to Mother)
                         ...Ma, Otis is having all the fun... 
                         can I get her?

                                     MOTHER
                         That's true, Otis... not that we're 
                         having a bad time, but...

                                     OTIS
                              (rolls his eyes)
                         Well, go get her.

               Baby jumps with excitement and runs off across the field 
               after Mary.

               Mary trips and falls over a small gravestone. She gets up 
               and stumbles back into a wooden cross. She tears the gag 
               from her mouth and gasps for air.

                                     BABY (O.S.)
                         There once was a woman who lived 
                         with her daughter in a cabbage garden.

               Mary turns toward the voice but sees nothing but wooden 
               crosses. She is in a homemade cemetery.

                                     BABY (O.S.)
                         ...along came a rabbit and ate up 
                         all the cabbages. The woman said...

               Mary turns 360 degrees, but finds nothing.

                                     BABY (O.S.)
                         ..."Go into the garden and drive out 
                         the rabbit"...

               THUD! Mary is hit from behind, she falls forward. Baby JUMPS 
               on top of her and sits on her back. Baby is holding a large 
               hunting knife.

                                     BABY
                         "Shoo! Shoo!" said the maiden...

               Mary screams in pain, as Baby PLUNGES the knife into her. 
               Baby STABS Mary again and again and again. Mary lets out a 
               long gurgling scream, then goes silent.

                                     BABY
                         ..."Come maiden," said the rabbit...
                              (leans down)
                         ...sit on my tail and go with me to 
                         my rabbit hutch.

               Baby, covered in blood, licks the knife clean.

               EXT. PIT - NIGHT

               Otis shoves Denise into the coffin with Jerry and locks the 
               lid shut. Through a CROSS-SHAPED OPENING in the coffin we 
               see them crushed together.

               Rufus LOWERS the coffin into the pit. Once the coffin is 
               inside Otis slams the door shut.

               Otis opens a small window in the door and lowers in a lantern 
               and a small tape recorder playing music.

               INT. PIT - NIGHT

               Enter Hell. The dim light of the lantern shines off the slimy 
               wet filth of the rotted wood walls. The stench of death and 
               decay hangs heavy in the thin air.

               Denise and Jerry, cold and shivering, hang half submerged in 
               thick maggot infested sludge. Bits of animal and human 
               skeletons float in the muck, broken bones lay in piles along 
               the walls.

               INT. COFFIN - NIGHT

               Through the dim light, we see the tightly packed forms of 
               Jerry and Denise.

                                     DENISE
                              (hysterical)
                         We've got get out of here, we got 
                         get out of here.

                                     JERRY
                         Think, think. Try to open the lid, 
                         try to kick a hole in the wood.

                                     DENISE
                              (crying)
                         I can't... I can't move my arms. I 
                         hurt so much.

                                     JERRY
                         I know, but we can make it out of 
                         here. We can do it.

               Boom! A LOUD THUMP is heard against the side of the coffin.

                                     JERRY
                         That was good babe, just keep doing 
                         that.

               BOOM, BOOM, BOOM.

                                     DENISE
                         That's not me. I didn't... I'm not 
                         doing that.

                                     JERRY
                         Someone is out there...
                              (shouting)
                         ...help, we're in here!

                                     DENISE
                         Help, help us.

               Suddenly, an arm breaks through the side of the coffin. 
               Another smashes through the top of the lid. The coffin begins 
               to violently shake. Denise screams.

               Another reaches through, grabbing her feet. SMASH! The coffin 
               is ripped apart and Jerry is pulled away from the destruction.

               He lets out a quick scream before disappearing into the 
               darkness.

                                     DENISE
                         Jerry! Jerry! Jerry!

               INT. FARMHOUSE - LIVINGROOM - NIGHT

               The spastic light of TV static strobes across the sleeping 
               face of Grampa. Beside him, Mother sleeps peacefully.

               EXT. BARN - NIGHT

               The rain has stopped. Tiny opens the doors to the barn.

               He goes inside. He exits a few moments later, dragging a 
               huge wooden stake. He sets the stake down carefully and closes 
               the barn doors. He then picks up the stake and drags it away.

               EXT. BACKYARD - NIGHT

               Behind the farmhouse is a camouflage jungle, an intricate 
               system of ropes and netting is strung together to hide the 
               many automobiles beneath.

               Rufus moves through the jungle. He stops and begins to remove 
               the netting from a car, it is Wydell's police cruiser. He 
               climbs inside the car, puts on Wydell's policeman's hat and 
               starts the engine. He drives off.

               INT. POLICE CAR - NIGHT

               Rufus is driving like a maniac through the open farmland. He 
               turns on the overhead flashing lights.

               EXT. FIELDS - NIGHT

               The police cruiser twists and turns in the barren fields.

               INT. PIT - NIGHT

               Denise stands knee deep in the sludge. Broken bits of the 
               coffin's remains are scattered around her.

                                     DENISE
                         Jerry please answer me.

               A soft moaning sound is heard coming from the other end of 
               the pit.

                                     DENISE
                         Jerry...
                              (moving slowly forward)
                         ...is that you?

               Denise cautiously makes her way to the bend at the end of 
               the tunnel. As she approaches, the moaning sound gets louder. 
               She turns the corner to see:

               TWO PALE FIGURES in filthy hospital gowns hunched over a 
               shadowy object. Denise gasps. They turn towards Denise, 
               revealing the partially devoured dead body of Jerry.

               The two bone-white ghouls are dripping with Jerry's blood, 
               they stare at Denise, then return to their prey.

               Denise screams in horror and runs, turning down another twist 
               in the underground maze. She turns the corner and runs 
               straight into SEVERAL SLOW MOVING GHOULS. The ghouls are of 
               the same deathly white complexion, hair-less with flaked, 
               cracking skin. Their yellow eyes shine in the darkness.

               They reach for her, but she breaks free and continues to run 
               into the endless stretch of tunnels before her.

               EXT. GRAVEYARD - NIGHT

               Primitive wooden crosses form a circle around a burnt piece 
               of land, approximately twenty feet in diameter.

               Laying flat in the center is the large stake, Mary's body is 
               draped across it. Tiny is securing her to the stake with 
               rope.

               INT. POLICE CAR - NIGHT

               Through the windshield, we see Baby jumping and dancing in 
               the fields with several large dogs. She is firing a gun as 
               she dances.

               EXT. FIELD - NIGHT

               Baby sees the car and raises her gun. She aims it at the car 
               driver. She waits, as the car gets closer she sees the face 
               of Rufus behind the wheel. She lowers the gun and begins to 
               laugh.

               The car stops and Baby climbs into the passenger's seat. The 
               car drives off.

               EXT. GRAVEYARD - NIGHT

               Tiny lifts the stake with Mary firmly strapped in place. He 
               implants it into the ground. Her body hangs like a doll. 
               Tiny opens a gasoline can and begins splashing gas onto the 
               stake.

               EXT. FIELD - NIGHT

               Otis, face painted like a SKULL and wearing a priest's robe, 
               walks solemnly through the tall grass.

               INT. PIT - NIGHT

               Denise, waist high in sludge, wanders lost through the endless 
               tunnels of the pit. In the distance she hears high pitched 
               animal sounds.

               A GHOUL rises up from the sludge behind Denise. It stands 
               silent. It reaches out a BONEY HAND with long curled 
               fingernails and grabs her hair. Denise screams and tries to 
               pull away. The ghoul grabs her with his other hand and pulls 
               her closer, CLAWING at her face.

               Denise fights her way free, but loses her footing and falls 
               backwards, slipping under the sludge. She quickly resurfaces 
               and starts to run.

               EXT. GRAVEYARD - NIGHT

               Otis stands in front of the bound Mary, holding a pumpkin. 
               Otis places the pumpkin over Mary's head.

               Tiny stands behind him holding a lit torch.

               EXT. FIELD - NIGHT

               The police car drives wildly through the fields.

               INT. POLICE CAR - NIGHT

               Baby motions to Rufus to steer the car towards the fire.

               INT. PIT - NIGHT

               A beaten Denise struggles down a long tunnel. She gets to 
               the end to find that it is a dead-end. Behind her, FIVE GHOULS 
               move silently towards her, blocking her only exit.

               The ghouls slosh through the muck, moving in closer. Denise 
               frantically looks for an escape, nailed into the wall next 
               to her are planks of wood forming a ladder.

               The ghouls are only a few yards away. Denise climbs up the 
               ladder. They move in, clawing at her legs and feet, trying 
               to pull her down. Denise digs at the wood and mud ceiling 
               above her, trying to break free.

               Denise is bleeding severely from the chunks of flesh being 
               torn from her legs. She digs wildly at the ceiling, suddenly 
               a board falls free and mud rains down to reveal:

               STARS, the sky above shines through the hole. Denise smashes 
               her fists at the rotted wood planks, pulling free another 
               piece.

               With all her might Denise grabs hold and pulls herself up 
               through the opening.

               EXT. PIT - NIGHT

               Denise fights her way through the earth and pulls her body 
               up into the night air. The cool air rushes to her lungs. She 
               crawls free of the hole, gasping for air.

               She is safe. Suddenly... SMASH! A ghoul has broken through 
               the surface. He grabs Denise by the leg and begins to pull 
               her back into the hole.

               Denise screams and begins kicking violently at the ghoul. 
               She breaks and crawls from the ghoul's reach.

               EXT. GRAVEYARD - NIGHT

               Rufus and Baby have pulled the police cruiser up by the stake. 
               Rufus and Baby stand on the hood.

               Otis finishes his sermon, he raises his arm. Tiny raises the 
               torch. Otis drops his arm, signaling Tiny. Tiny throws the 
               torch onto the stake. The stake ignites into a huge FIREBALL.

               EXT. FIELD - NIGHT

               Denise pulls herself to her feet and begins to run.

               The flaming object burns in the distance behind her.

               Denise stumbles toward the road on two badly injured legs.

               EXT. GRAVEYARD - NIGHT

               Rufus, Tiny and Baby jump up and down in celebration, smashing 
               the police car. Otis stands transfixed by the flames before 
               him.

               EXT. ROAD - NIGHT

               Denise makes her way out onto the road. No cars are in sight. 
               In the distance headlights break through the darkness. Denise 
               stands in the middle of the road.

               The TRUCK comes into view, it is a small cube truck.

               Denise stands in the headlights, waving her arms for it to 
               stop. The truck comes to a halt.

               She runs toward the passenger's side door and climbs in.

               INT. TRUCK - NIGHT

               Behind the wheel of the truck is Captain Spaulding.

               Denise is shaking from shock.

                                     DENISE
                         Go, go! Drive... drive!

                                     CAPT. SPAULDING
                         Hold on, girly, what's the problem?

                                     DENISE
                              (becoming hysterical)
                         Murdering... blood and Jerry...
                              (starts to cry 
                              uncontrollably)
                         ...monsters... I... I... I got away...

                                     CAPT. SPAULDING
                         Well, I don't see what the fuck you're 
                         getting at, but I got some friends 
                         that live just up this road.

               Starts to turn the truck up the road back towards the 
               farmhouse.

                                     DENISE
                              (screaming)
                         No! No, that's it... that house is...
                              (tries to open the 
                              truck door)
                         ...I gotta get out, I gotta get out!

               Boom! The metal door leading to the back of the truck slides 
               open. Ravelli grabs Denise and pulls her back into the back 
               of the truck.

               SLAM! The metal door shuts.

               EXT. ROAD - NIGHT

               The truck quietly turns onto the dirt road leading up to the 
               farmhouse. The jack-o'-lanterns still burn in the windows, 
               grinning their evil grin.

                                         THE END