Screenplays for You - free movie scripts and screenplays About   Links  
Screenplays and movie scripts organized alphabetically:
#  A  B  C  D  E  F  G  H  I  J  K  L  M  N  O  P  Q  R  S  T  U  V  W  X  Y  Z   PDF



Dark City (1998) movie script

by Alex Proyas.
Revised draft (early rewrite) May 9, 1994.

More info about this movie on IMDb.com
INT.  OPENING MONTAGE

OVER BLACK a low rumble increases in volume.


FADE UP:

A GLOVED HAND wraps around a bulky scissor-switch, thrusts
DOWN.

SNAP!  -  Electricity arcs through darkness.

OS SOUND of MACHINERY turning on.

TITLES OVER

MONTAGE OF CLOCKS  -  VARIOUS.  The clocks are frozen, then second
hands turn  -  TICKING gets louder...


EXT.  CITY STREET  -  NIGHT

The streets are empty  -  no sign of life.  Eerie silence.

A DOORWAY opens in the side of a building, then:

A line of shadowy figures walks out.  Men, dressed in black full-
length coats, bald...

The STRANGERS walk silently out into the city.


INT.  BATHROOM  -  NIGHT

SHADOWS DANCE  -  in and out of darkness.  A hooded light-bulb
swings IN SLOW MOTION from the ceiling, its dim light REVEALS:

A GLASS SYRINGE  -  broken on the floor.

Clothes on a chair...

Puddles of water on the floor...

ANGLE ON SLEEPING EYES  -  Between waves of light they snap open and
dart about in confusion.

ON JONATHAN WALKER as he sits up.  Water splashes.  He's in a tub
of long-cold water.  His neck aches like he's been sleeping forever.

TIGHT ON WALKER  -  he's in his early thirties, dark featured.

HIS P.O.V.  -  looking around the room.  Everything's strange,
unfamiliar.

He stands, steps from the tub.

ANGLE  -  THE SWINGING LIGHT BULB.  Walker's hand ENTERS FRAME,
stops the bulb mid swing.

ON HIS REFLECTION in a cracked wall mirror.  He moves to the mirror
and looks at himself.  A line of blood runs across his face, from a
point between his eyes.  he wipes it away, and notices a tiny pin-
prick wound on his forehead.

WALKER'S P.O.V. PUSHES TOWARDS a circular window.  The glass is
cracked, covered in grime.  His hand wipes it, this only smears the
dirt, but the window is unlatched and swings open with a creak.

It's dark out there.


EXT.  BUILDING  -  NIGHT

WALKER  -  from outside the window  -  ANGLE BECOMES A RAPID FLYING
P.O.V. PULLING BACK in silence until the window is a SPECK on the
side of a vast grey tower.


INT.  BATHROOM  -  NIGHT

Walker shivers, cold.  He picks up the clothes lying on the chair
and puts them on.  Loose trousers with braces, a plain shirt,
leather shoes with HOLES in both soles.

Now he steps to the door, hesitates, hand inches from the doorknob. 
He leans down.

TIGHT ON HIS EYE  -  blinking through the key-hole.

P.O.V. OF AN EMPTY ROOM  -  A glimpse of motion  -  the door across
the room (leading to a corridor?) is shutting.


INT.  HOTEL  -  NIGHT

WALKER pushes the door open, steps into the adjoining room.  No sign
of life.

He's unsteady on his feet, doesn't notice a fishbowl on a table near
the door, bumps it.

THE BOWL falls to the floor.  Water goes everywhere.

TIGHT ON A SMALL GOLDFISH flapping at his feet.  WALKER'S HAND
ENTERS FRAME and picks the fish up.

He steps back into the bathroom and throws the fish into the murky
water in the tub.

BACK IN THE OTHER ROOM  -  SERIES OF ANGLES ON WALKER

He moves cautiously through the room.  He turns a light on.

A CLOSET  -  Walker's hand opens it.  A grey coat hangs inside.  He
goes through the pockets and finds a WALLET.

TIGHT ON THE WALLET  -  There's no I.D. in it, just:

A laundry bill;

Some money;

A business card for something called "Neptune's Kingdom";

And a postcard from "Shell Beach", a sea-side town.

With trembling hands, Walker puts everything back into the wallet
and looks around the room once again.

As he does this, he notices something on the floor.

HIS P.O.V. follows a dark stain on the floorboards, to a woman's
bare foot behind the bed.  In the shadows there lies a WOMAN'S BODY,
naked, in a RAPIDLY EXPANDING pool of blood.  Her eyes stare
lifeless.

Walker throws his hands over his mouth.


INT.  HOTEL CORRIDOR  -  NIGHT

Walker staggers from the room, grabs a wall for support.

DING!

At the end of the corridor, elevator doors open TO REVEAL: TWO
SHADOWY FIGURES  -  ONE TALL, ONE VERY SHORT.

Walker instinctively flattens himself against the wall.

The figures step from the elevator  -  still in shadow  -  he can't
see them clearly.

Walker makes for the stairs.


INT.  LOBBY  -  NIGHT

Walker rushes past a deserted front desk.  A VOICE from the back
room stop him in his tracks:

                       HOTEL MANAGER O.S.
             You gotta message.

Walker looks uncertainly towards a bead curtain.

                       MANAGER O.S.
                  (Cont.)
             Message!  You deaf?

Walker looks to a series of nooks for messages in front of him.  In
one he sees a little folded note.  Reaching across the desk, he
glances through the beads into the manager's office.  RADIO SOUNDS
O.S.

HIS P.O.V.  -  hard to see  -  the man sits in a chair, lit by the
glow of a T.V. set.

Walker grabs the note, looks at it.  It says:  JOHN WALKER  -  PLEASE
CALL  -  ..  That's all  -  no number.  Walker thrusts the message
in his pocket.

                       MANAGER O.S.
                  (Cont.)
             When you gonna pay up?  That's three
             weeks y-owe me!

Totally confused now, Walker sees something.

                       WALKER
             I...

WALKER'S P.O.V.  -  a painting on a wall (cheap print variety)  -
waves on a beach.  A breeze rustles the pages of a calender, pinned
beside the picture.

TIGHT ON WALKER  -  MOVE IN on his ear.  O.S. surf crashes on
shore.  A WOMAN'S VOICE WHISPERS:

                       VOICE O.S.
             What's your name...  What's your
             name...

He backs away from the painting, looks around in panic  -  sees a
sign:  TOILETS.  An outlined hand points the way.

A PHONE on the front desk starts ringing.

The MANAGER,  a squat man with glasses, steps through the bead
curtain just in time to see Walker run from the lobby.

                       MANAGER
                  (calls after him)
             Hey!

He grabs the receiver aggressively and barks into it.

                       MANAGER
                  (Cont.)
             Yeah.  What?


INT.  HOTEL CORRIDOR  -  NIGHT

ANGLE FOLLOWS Walker as he pushes shakily through a red door, runs
down a corridor.

Pipes on the walls steam and drip water.

Walker  rounds a corner, slips, nearly falls.


INT.  MENS' ROOM  -  NIGHT

Puddles on the floor, stains on the walls.

Walker bursts through the door and into a cubicle.  He bends over a
toilet bowl and VOMITS.


INT.  HOTEL LOBBY  -  NIGHT

The manager puts the phone down.  he returns to the back-room and
is just turning the volume up on hhs radio, when:

HAND-HELD P.O.V. watches him THROUGH the swaying beads hanging in
the back-room doorway.  TWO FIGURES (these two are normal height)
peer into the room.

                       STRANGER 1
             Where is John Walker?

THE HOTEL MANAGER stands, moves forward through the beads.

                       MANAGER
             Whatcha want him for?  Friend of
             yours...

The manager trails off to silence  -  he's noticed just how weird
these guys look.

A BLACK GLOVED HAND suddenly GRIPS the manager's neck.  He
struggles, gulps for air, is pushed back against the wall.

ON THE MEN  -  STRANGERS  -  members of the mysterious group we saw
earlier.  They wear long black coats, have extremely pale skin, and
are completely bald.  Creepy.

                       STRANGER 2
             Where is he?

The leather glove SQUEEZES, and the manager makes like he wants to
speak.  Stranger 2 loosens his grip.

                       MANAGER
             He left...  five minutes ago...

ANGLE ON  -  a tiny hand pulling at Stranger 2's coat.  The two
Strangers move aside.

The manager looks down to see A TINY CHILD-LIKE FIGURE.

This MISTER SLEEP  -  a miniature version of the Strangers, a
child but not a child.

Mister Sleep steps forward and Stranger 2 leans down to let him
whisper something in his ear  -  Mister Sleep never speaks above a
whisper.

Stranger 1 then stands upright and looks at Stranger 2.

                       STRANGER 1
             Mister Sleep wants to play.

Stranger 2 smiles.

Mister Sleep steps towards the struggling manager.  A FLASH OF STEEL
-  Mister Sleep grips a DAGGER by his side.


INT.  MEN'S ROOM  -  NIGHT

We are underwater.  WALKER'S FACE swims into view.  Bubbles spew
from the mouth,  the eyes stare wide.

ANGLE ON MEN'S ROOM

Walker washes his face in a dirty sink.  He looks up, wipes his face
dry with his coat.  

ANOTHER ANGLE

A breeze tugs at his stringy hair.  A tiny ventilation grill high on
the wall above the sink looks out at the street.  Walker raises
himself up on his toes.

HIS P.O.V.  -  OUTSIDE

Sheets of newspaper blow past.  A full moon, surrounded by blood red
clouds, hangs above empty streets.

He turns towards the door.

There are TWO  -  identical.

PAN BACK TO WALKER  -  Can't remember which door he came through.
He takes a guess, opens one and steps into darkness.

A moment too late he realizes he's picked the wrong door, tries to
go back but the door CLICKS behind him:  locked.

                       WALKER
             Shit!


INT.  CONCRETE TUNNEL

Pitch black.  Trickling water.  A distant P.A. VOICE recites names
and numbers.  LIGHT, far away.

MOVING ANGLE ON Walker as he walks.  He glances around, nervous.  He
feels something in his pocket, pulls it out.

ANGLE ON A REVOLVER in his hand.

Walker comes to a halt, examines the gun carefully.  He opens the
chamber.

TIGHT ON THE GUN  -  six shiny bullets.

He turns the chamber carefully, shuts it, doesn't really know what
to do with it.

                       VOICE O.S.
             There you are.

Startled, Walker turns.  A figure moves out of darkness: It's
STRANGER 1 from the hotel lobby.

He studies Walker carefully.

Walker glances about nervously  -  BACKS AWAY along the corridor,
eyes on the man.

                       STRANGER
             You are lost, yes?

Walker has his back against the wall.  He sees that the Stranger
holds a blade in his right hand.

                       STRANGER
                  (Cont.)
             Do not make this difficult.

Walker's cornered.  He remembers the revolver, LEVELS it at the  man,
his hand shaking badly.

ON THE STRANGER  -  advancing.  Something about his eyes makes
Walker immobile, unable to think clearly.

                       STRANGER
                  (Cont.)
             You will not shoot, yes.

THE GUN FIRES once.  Red splashes on the man.  His shoulder.  But he
keeps walking.  BANG!  Another shot.  He jerks as the bullet ripts
into his chest, but keeps advancing.

A final shot POINT BLANK into the man's forehead.  A stream of black
liquid spouts from the hole.

Blue smoke clears.

Terrified, Walker lowers the gun.

A BEAT of silence  -  the Stranger stands motionless.  Then his eyes
roll up, and he collapses to the ground.

Walker looks around uncertainly then runs, and disappears down a
corridor.

TIGHT ANGLE  -  on the fallen man  -  HOLD on the still figure, then
feet step INTO FRAME.

REVEAL Stranger 2  -  he looks around for Walker: not a sign  -  then
bends down to his comrade.


INT.  HOTEL CORRIDOR  -  MOMENTS LATER

TRACK WITH STRANGER 2 as he walks UP THE CORRIDOR and into Walker's
hotel room...

REVEAL A HIDING FIGURE  -  a man wearing thick spectacles, clutching
a leather bag, obscured by the shadows.  He watches the Stranger go
past...


INT.  ROOM 43/BATHROOM  -  NIGHT

The room is illuminated by light spilling through the open door from
the corridor.

A TALL STRANGER, clutching a silver metal case, stands staring down
at the BROKEN SYRINGE on the bathroom floor.  His expressionless
face is as close to perplexed as it can get.  This is MISTER HAND.

STRANGER 2 steps across to Mister Hand.  Stranger 2 just shakes his
head slowly.

                       MISTER HAND
             And Mister Quick?

                       STRANGER 2
             He is alright.

Stranger 2 indicates a small black box he holds in his open palm.

Mister Hand nods, moves into the bedroom.

Stranger 2 stops near the body of the dead woman, kicks at her with
his foot.

Mister Hand is at the OPEN WINDOW, looking out into the night.

                       MISTER HAND
             We will find him.

ANGLE PUSHES THROUGH WINDOW TO FRAME CITY SKYLINE...


INT.  MORGUE/CORRIDOR  -  NIGHT

CLICKING of new leather shoes, striking tiles.

ANGLE MOVES WITH FRANK BUMSTEAD  -  police inspector.  He's forty,
losing hair and gaining pounds.

He reaches into his pocket, removes a SURGICAL MASK, places it over
his nose and mouth.

Suddenly a FEMALE MORTICIAN steps into the corridor.  Bumstead
doesn't notice and runs right into her.  The mortician gasps on
impact, startled.

                       BUMSTEAD
                  (to mortician)
             Gesundheit!

The mortician looks confused but she smiles politely.

Bumstead is already moving off quickly.  He obviously has a lot on
his mind.

WIDER ANGLE  -  Bumstead stops before a man with a moustache
standing at the end of the corridor.  Older and taller than
Bumstead, he is dressed identically to the inspector.  This is his
superior:  CHIEF-INSPECTOR MARCUS STROMBOLI.

                       BUMSTEAD
                  (Cont.)
             Good evening, sir.

                       STROMBOLI
             You're late.

                       BUMSTEAD
             Really?
                  (looks at watch)
             Actually, according to my watch,
             I'm...

                       STROMBOLI
             Why have you got that thing on your
             face?

                       BUMSTEAD
             Germs, sir.  This place is full of
             them.

                       STROMBOLI
                  (even)
             Mm-hm.

Stromboli waves dismissively.

                       STROMBOLI
                  (Cont.)
             Fine.  This way.

He leads Bumstead into a tiled room containing several COVERED
BODIES.  The two men are greeted by a CORONER and a very thin
forensics man named EUGENE CAPEK.

                       CORONER
             Gentlemen.  Running ahead of
             schedule tonight?

Stromboli looks annoyed, glances briefly at Bumstead.

                       CORONER
                  (Cont.)
             Make yourselves at home.

Stromboli then ignores the coroner and, after a quick nod to Capek,
walks along the row of corpses.  Bumstead follows.

ANGLE MOVES WITH STROMBOLI  -  as he silently throws back covers to
reveal horribly mutilated BODIES.

                       STROMBOLI
             We know very little about him.  He
             likes to cut them.  Always the same
             type of blade.  A match in each
             case...

He removes the sheet froma YOUNG WOMAN.  Capek takes particular
interest in this corpse.

                       STROMBOLI
                  (Cont.)
             The latest.  Pretty.
                  (looks at her face)
             He made incisions in her jugulars
             and strung her up by her ankles.

                       CAPEK
             To drain the blood.

                       STROMBOLI
             Yes.  Then he dumped her in the
             canal.

STROMBOLI shakes his head, turns away from the body, looks at
Bumstead.

IN THE B.G.  -  Capek and the coroner are talking quietly to each
other, we cannot hear what is said.

                       STROMBOLI
                  (Cont.)
             Capek here, is the new chief of
             Forensics.  You'll be seeing a lot
             of each other.

Bumstead and Capek shake hands.

                       BUMSTEAD
             What about Kowolski, sir?  Isnít it
             his case?

                       STROMBOLI
             Kowolski's had some kind of a
             breakdown or some damn thing

                       BUMSTEAD
             I didn't know that.

                       STROMBOLI
             I thought it best he take a long
             rest.  The case is your
             responsibility now.
                  (less business-like)
             And howís your mother?

                       BUMSTEAD
             She's...  progressing, thankyou.
             She...

                       STROMBOLI (cuts in)
             Very good.  Give her my regards,
             will you.
                  (turns to Capek)
             All yours Doctor.

Capek nods slowly, and turns to start examining the woman.

                       STROMBOLI
                  (Cont.)
             Letís go, Bumstead.  So much to do
             and so little time.


EXT.  BUILDING  -  NIGHT

A large faded BILLBOARD on a building facade:  an advertisement
featuring a smiling woman clutching a product called, "LUMP-O"  -  a
cereal box.

ANGLE MOVES IN STEADILY, rises upwards, CLOSER on the womanís face,
ENTERS a hole at the centre of her PAINTED IRIS.


INT.  STAIR-WELL

A raftered room on the other side of the billboard.  CAMERA TILTS TO
a convoluted staircase  -  at the base, the SHADOW OF A MAN runs.

MOVING ANGLE on running feet  -  TILT UP TO REVEAL WALKER.

A DEAD-END.  Walker stops, looks up.  Heís breathing hard.  He
starts to shake.

ABOVE, the walls stretch away into darkness.  An OPENING way up
there  -  he can see stars.

A RUSHING NOISE in the distance.  Wind starts to kick up trash.

Walker reaches into his coat pocket and removes what appears to be
a collection of newspaper clippings.  A WALLET-SIZE TATTERED
PHOTOGRAPH is folded amongst these:  a woman's face.  He holds the
photo up.  There's handwriting on the back:

             ...LOVE YOU FOREVER  -  EMMA...

Then he looks through the clippings.  He starts to shuffle
frantically from one clipping to the next.

His LEGS SLIP from under him and he falls to the ground.  He holds
his head like itís going to explode.  A whimper sounds deep in his
throat.  His body is trembling violently.

PUSH IN TIGHT  -  the clippings on the ground.  Several front-page
headlines.  As the wind picks up and carries off each subsequent
clipping we catch glimpses of the headlines:  MAN-HUNT CONTINUES
FOR SERIAL KILLER!  KILLER STRIKES AGAIN!  POLICE SAY:  KILLER ON
THE RUN!

Walker looks up  -  terrified.  The RUSHING NOISE O.S. again.


INT.  CORRIDOR  -  NIGHT

TIGHT ON a flaking door.  A hand ENTERS FRAME and pushes the buzzer.
The door opens almost immediately  -  an OLD WOMAN looks out.

                       OLD WOMAN
             Yes?

                       SCHREBER O.S.
             My name is Schreber  -  Doctor
             Daniel Schreber.  I'm here to see
             Mrs. Walker.

                       WOMAN'S VOICE O.S.
             Who's there, Mother?

The old woman turns into the room.

                       OLD WOMAN
             It's a Doctor Daniels...

REVEAL DOCTOR SCHREBER  -  he wears thick glasses, in his late
fifties.  He's breathing heavily like he's been running.

                       SCHREBER
             Schreber, Madame...  Doctor Sch...

Suddenly EMMA WALKER is standing in the doorway  -  she's in her
early thirties, red hair, attractive, but looking like she hasn't
slept much.

                       SCHREBER
                  (Cont.)
             You are Emma?

                       EMMA
             What do you want?

                       SCHREBER
             It's about your husband.

                       EMMA
             You know where he is?

                       SCHREBER
             Not exactly...
                  (pauses  -  smiles)
             May I come in?

Emma and her mother move aside and let Schreber pass.


INT.  EMMA'S APARTMENT  -  NIGHT

ANOTHER ANGLE LEADS Schreber into the room as he sits on a sofa  -
he has to clear away clothes to make a space for himself.

                       SCHREBER
             I'm John's doctor.  He was coming to
             me regularly.  Did he mention
             anything about this to you?

                       EMMA
             He said he needed emotional support,
             but I didn't know he was seeing
             anyone...

                       SCHREBER
             When was the last time you spoke to
             him?

                       EMMA
             Three weeks ago.
                  (beat)
             We've been separated for awhile,
             and...

                       SCHREBER
             Yes  -  I know.  Do you think I
             could have some water?  I'm a little
             parched.

Emma's mother smiles and heads for the kitchen, an adjoining
room.

                       SCHREBER
                  (Cont.)
             Emma, I'm here because I think John
             is in trouble  -  I'm not sure what
             kind exactly, but I know we must
             find him.

Schreber accepts a glass from Emma's mother.

                       SCHREBER
                  (Cont.)
             Thankyou.

                       EMMA
             Do you know why he stopped calling
             me?

                       OLD WOMAN
             He's irresponsible, that's why.
             Emma's four months pregnant,
             y'know...

                       EMMA
             Mother.

Schreber drinks in big gulps  -  nearly the whole thing.

                       SCHREBER
             Good.  I was so thirsty.

He puts the glass down.

                       SCHREBER
                  (Cont.)
             When I spoke to him, John was very
             confused.  He seemed lost.

                       EMMA
             I don't understand...

                       SCHREBER
             I'm afraid I mean that literally.
             He's lost himself  -  his identity.
             He has no understanding of who he
             is.

Emma sits, looks at the floor.

                       EMMA
             How did this happen?

                       SCHREBER
             I don't know.  The important thing
             is we must help him.  He may contact
             you.  You must get him to tell you
             where he is, then call me
             immediately.

He places a business card on the coffee table.

                       SCHREBER
                  (Cont.)
             Do not try and reason with him,
             Emma.  Please leave that to me.  It
             is very important you call me.

Emma just nods.


INT.  POLICE STATION  -  NIGHT

BUMSTEAD is moving quickly.  He passes a grey-haired uniformed cop,
OFFICER HUSSELBECK, pacing in the opposite direction.

                       HUSSELBECK
             'Evening, Bumstead.

                       BUMSTEAD
                  (nods)
             Husselbeck.
                  (points at Husselbeck's
                   shoe)
             Lace is untied.

Husselbeck looks down.  Bumstead doesn't lie.

Husselbeck crouches to tie his shoe, as Bumstead KEEPS MOVING,
rounds a corner and is gone.

SEVERAL ANGLES  -  as Bumstead paces with determination through the
corridors of PRECINCT 7.  Like everything else in the city the
station is cast, desolate, and decrepit.  Not much sign of police
activity, but voices and ringing phones are heard echoing from a
distance.

HIS P.O.V.

A door  -  KOWOLSKI:  DETECTIVE/INSPECTOR on the frosted glass.
Bumstead stands, pushes into the office.


INT.  KOWOLSKI'S OFFICE  -  NIGHT

INSIDE Chaos  -  paperwork everywhere, dozens of used coffee cups,
rotting food in greasy paper bags.  Bumstead shakes his head slowly.

                       BUMSTEAD
             A shame...

He starts to look around.

TIGHT ON FILING CABINET  -  a drawer is pulled open.  Kowolskiís
files are also a mess.

Bumstead continues to shake his head.  He reaches for a file.  A
loud SNAP!

                       BUMSTEAD
                  (Cont.)
             YAAAAAAAAAH!

He recoils.  A mousetrap has caught his fingers.  He pulls it off
his hand, throws it to the floor, cursing.

                       BUMSTEAD
                  (Cont.)
             Dammit!

                       VOICE O.S.
             Excuse me...

Bumsteads spins to see a tall, stiff-looking woman of about thirty
-  this is PATRICIA CRENSHAW.

                       CRENSHAW
             I didn't mean to startle you.  I'm
             Patricia Crenshaw, your new
             assistant.

She puts out her hand.

                       CRENSHAW
                  (Cont.)
             The Chief-Inspector assigned me.  He
             thought you could use some help.

Bumstead raises an eyebrow.

                       CRENSHAW
                  (Cont.)
             He was quite specific.  He said you
             needed someone to keep track of your
             appointments.

                       BUMSTEAD
             I see.

He takes her hand tentatively.  They shake.

                       CRENSHAW
             I can also take short hand.  I type
             over forty words per minute, and...

                       BUMSTEAD
             Yes, fine, but I'm very busy right
             now as you can see...

                       CRENSHAW
             Is there anything I can do?

Bumstead looks at her for a moment.

                       BUMSTEAD
             I suppose you can help.  This office
             needs to be put into order.  I'm
             looking for files on the serial
             killer case.

                       CRENSHAW
             Certainly, sir.  I'll get on it
             right away.

                       BUMSTEAD
             Kowolski was a little...  paranoid.
             He probably set more traps, so be
             careful.  Get a couple of uniforms
             to help you.  Bring any files you
             find to me.

                       CRENSHAW
             Uniforms?

                       BUMSTEAD
             Police officers, Miss Crenshaw.

Bumstead turns to walk away.

                       CRENSHAW
             You wonít regret this, sir.

Bumstead just moves off.


INT.  BUMSTEAD'S OFFICE  -  LATER

TRACK PAST towering files bursting at the seams with paperwork, TO
FIND Bumstead hunched over notes, photographs, reports.

SUDDENLY a steaming cup goes down in front of him

Bumstead looks up to see Crenshaw standing in front of him.  She
clutches another big pile of paperwork which she puts down on his
already overcrowded desk.

                       CRENSHAW
             Are we making progress?

He looks at her like she just slapped him.

                       BUMSTEAD
             There are so many leads here, and
             none of them organised or followed
             up...  I don't understand it at all.

Bumstead picks up the cup Crenshaw placed before him, takes a sip
-  and nearly gags.

                       CRENSHAW
             Something wrong?

                       BUMSTEAD
             It's coffee.  I don't drink coffee.

                       CRENSHAW
             Oh...

                       BUMSTEAD
             Get a hold of Capek for me, will
             you.

                       CRENSHAW
             Capek?

                       BUMSTEAD
             Forensics.

                       CRENSHAW
             Right away.

She goes to leave then stops.

                       CRENSHAW
                  (Cont.)
             Is there something you do drink?

Bumstead's already buried in the files  -  he doesn't look up.

                       BUMSTEAD
             Tea.  Milk.  One sugar.

She smiles enthusiastically and leaves.  Bumstead watches her go,
then looks down at the file in front of him.

HIS P.O.V.  -  a tattered business card is clipped to some
documents.  It says in simple print:  DOCTOR D.P. SCHREBER.


EXT.  FLYING P.O.V.  -  NIGHT

A FLYING PERSPECTIVE past buildings.  Way down BELOW, in a canyon of
silent buildings, a LONE FIGURE walks.


EXT.  DOWN ON THE STREET  -  NIGHT

Wind pulls at WALKERíS hair and coat.  He takes out the wallet  -  a
few dollars.

HIS P.O.V. AS HE WALKS

The city is DEAD.  Empty.  Desolate.  Buildings hang down out of the
gloom.  Day-light was never invented here.

As he puts the wallet back in his pocket, a BUSINESS CARD flutters
to the ground.  He stops, picks it up.  It's one of Schreber's cards
(like the one Bumstead found).  Scribbled handwriting on the back
says:  Thursday 0930.

ON WALKER  -  he glances across the street now.

HIS P.O.V.  -  a cafe.  A broken NEON FISH buzzes ON/OFF above the
doorway.


INT.  CHINESE CAFE  -  NIGHT

Walker climbs rickety stairs into a small room with a half dozen
tables.  Empty.  Dirty.  He sits and puts his face in his hands.

A CLOCK ticks on the wall.

A NOISE from a doorway.  A SHADOW moves towards him, dragging one
foot as it walks:  A TINY ASIAN WOMAN appears and limps to his
table.  She speaks very quickly IN CHINESE.

Walker obviously doesn't understand a word she says.

She points to a chalk board on the wall  -  a list of dishes also in
Chinese, only one in English  -  the last one, at the bottom, in
small print:  "NOODLES".

                       WALKER
                  (nods)
             Okay.  Give me the noodles.

The old woman rips a YELLOW TICKET from a pad, gives it to Walker.
A number on it.  She points her crooked finger again  - at a SPEAKER
BOX above a small serving window in the wall.

                       WOMAN
             We call.

She leaves.

Walker looks about the empty room.

An old air-conditioner RATTLES noisily.

NOISES from the kitchen  -  voices argue in Chinese, a baby cries.
Then SILENCE.

Walker removes the one newspaper clipping he managed to save from
his coat and starts to read.


INT.  BATH-HOUSE  -  NIGHT

DOCTOR SCHRBER walks down a long corridor.

People in towels and swimming outfits sit and stand silently lined
by a wall, staring into space.

Schreber walks into a tiled room thick with steam.  He walks the
length of a large heated pool  -  one or two people swim about
weakly or sit on the edge washing themselves.

TIGHT ON SCHREBER  -  He removes his clothes and steps gently into
the tepid pool.

The last we see of the doctor, he is immersing himself in the water
as a big cloud of steam obscures him.


INT.  CHINESE CAFE

Walker is still waiting for his food.

Layed out in front of him on the table are all the clues of his
existence.

he looks closely at the card from "Neptune's Kingdom".  He turns it
over.  On the back is a scrawled name:  KARL  -  it says.

He yawns.  His head nods forward briefly.

A NOISE.  Walker looks up.

A TRAP-DOOR has opened in the ceiling.  Two feet in black leather
shoes descend from the hole.  A sea breeze blows through the room. 
The SOUND OF SURF, SEAGULLS CRY.

One by one, THREE FIGURES lower into the room, floating on air.
They land gently, step forward.

Walker is too scared to move.

ON THE MEN  -  though their faces cannot be seen clearly in the
gloom, they are obviously STRANGERS.  They walk to Walker and lean
over him.

                       STRANGER 1
             Donít fall asleep.
                  (chuckles softly)
             Might never wake, yes.

This man turns to the others.  They all smile, then turn back to
Walker.

                       STRANGERS
                  (together)
             Fifty-six.

ANGLE  -  a chair falls to the floor.

Walker LEAPS UP from the table, terrified, disoriented.  Just a
DREAM  -  he had dozed.

The Chinese woman's VOICE crackles over the speaker:

                       WOMAN O.S.
             Fifty-six...  Fifty six...

WIDEN ANGLE  -  The place is still empty.

Walker glances to the serving window.  A DISH waits for him.  He
gets up and retrieves it.

TIGHT ON  -  a bowl of soupy liquid with noodles sitting before
Walker.

WIDER  -  He eats ravenously, dispenses with the spoon, and gulps
straight from the bowl.


INT.  BATH-HOUSE  -  NIGHT

Doctor Schreber paddles INTO FRAME and rests against the side of the
pool.

A P.A. VOICE CRACKLES  -  echoing through the bath-house which now
seems devoid of life apart from the doctor.

                       VOICE
             Closing time in five minutes...

WE NOW SEE, behind Schreber, the LARGE SHADOW of a man, cast
against a tiled wall.

                       SCHREBER
             It's not as if it's the first time
             this has happened.  There's always
             a...  stray or two.  You've dealt
             with this kind of thing before.

CAMERA PANS from the shadow TO REVEAL MISTER HAND.

                       MISTER HAND
             But this situation seems to be quite
             uncommon, yes?

                       SCHREBER
             What makes you say that?

                       MISTER HAND
             There are strays.  But we always
             find them, wandering like lost
             children.  This one has evaded us.

                       SCHREBER
             I still don't understand what you
             want from me?

Mister Hand does not answer.  Two other strangers MOVE INTO THE B.G.

                       MISTER HAND
             He is your patient  -  he will comes
             to you, yes.

                       SCHREBER
             Perhaps.  Under the circumstances,
             he might do anything...

                       MISTER HAND
                  (cuts in)
             He will come to you.  It is a matter
             of time.  You will contain him and
             notify us.  This is of great concern
             to us, Doctor.  Mister Black will
             be asking questions, yes.

Mister Hand goes to leave then turns back.

                       MISTER HAND
                  (Cont.)
             Next time we meet, we would prefer
             it was elsewhere, you know how
             uncomfortable all this moisture is
             for us...

THE THREE STRANGERS STEP FROM FRAME  -  after a beat we hear a door
shut OFF CAMERA.

PUSH IN on Schreber  -  as the ANGLE TIGHTENS we see the fear in his
eyes.


EXT.  STREET  -  NIGHT

Walker crosses the street.

HIS P.O.V.  -  Across an empty plaza is store.  A sign above the
door:   DRUGS OPEN 24 HOURS and in smaller print, recently added
beneath:   SPECIAL: SHAVE & HAIRCUT $2.00.


INT.  DRUG STORE  -  NIGHT

Walker paces between bare, dusty shelves.  Only one shelf carries
products  -  BOX AFTER BOX OF "LUMP-O".  He moves up to a small
counter.  A BARBER, is seated there.

                       WALKER
             I need something for a head-ache.

                       BARBER
             Looks like you need a haircut to me.

                       WALKER
             Thanks anyway, but...

                       BARBER
             Only two bucks.  Shave as well.

                       WALKER
                  (annoyed)
             Your sign says you sell drugs...

                       BARBER
             Sure!  Relax.

He waves at a shelf above his head, crammed with bottles of all
sorts of different coloured capsules.

                       BARBER
                  (Cont.)
             Tell you what  -  let me cut yer
             hair, give ya whatcha need half
             price.  Canít argue at that!

                       WALKER
             I donít want a haircut.

LATER

CAMERA TRACKS OFF a clock on a wall  -  REVEALS WALKER in a barber
chair.  The BARBER gleefully works on WALKERís hair.

A thin OLD GUY in a moth-eaten suit steps from behind a curtain,
playing a violin passionately but badly.

                       BARBER
                  (talks fast)
             Cut hair when I was in the navy,
             yíknow  -  havenít lost the touch.
             Betcha happy ëbout that, huh!

                       WALKER
             Know how I can get to the ocean from
             here?

                       BARBER
             Ocean, huh?  Vacation?

The old guy with the violin moves back and forth behind Walker,
smiling as he plays.

                       WALKER
             Something like that.

                       BARBER
             Nope.  Never been there.

                       WALKER
             But you just said...

                       BARBER
                  (cuts in)
             Grandpa thought customers might like
             some mood music.

He looks out the window as his hands busily trim hair.

                       BARBER
                  (Cont.)
             Cold lately.
                  (lathers Walkerís face)
             That night, couple weeks ago.  That
             was real cold.  Remember that?

                       WALKER
             No...

                       BARBER
             Yeah, Iím the same.  Wife thinks I'm
             going senile.  But she canít
             complain.  Heh!  The erector set
             still works good.
                  (points to head)
             And this ainít no rug!  G'head!
             Feel it!  All mine!

Grandpa laughs and plays louder.

                       GRANDPA
             Yes.  Feeeeel it!

PUSH IN ON WALKER  -  he smiles weakly.


EXT. DRUGSTORE  -  LATER

Walker steps out, sporting a hair-cut.  He takes the cap off a small
bottle of pills in his hand and takes a couple.

He sees a phone-booth across the street, walks over and steps...

INSIDE  -  Walker dials the OPERATOR.  A muffled voice over the
line.

                       WALKER
             Have a John Walker listed?...
             Walker...  How many?...

He's sweating.  He wipes his brow with a trembling hand.

                       WALKER
                  (under his breath)
             Shit.
                  (under his breath)
             Are the numbers listed by area?...
             I don't know which area...  Any of
             them near the ocean?...  The
             ocean...  Never mind...  No.  Forget
             it.

He hangs up.

TIGHT ON  -  Walker's hands flicking through the phone book.  He
finds the "Walker" page, rips it out, and shoves it in his pocket.

Then he decides to rip some more pages out.

He steps from the phone-booth and sits on the sidewalk, takes off
his shoes.  He folds the pages, stuffs them into his shoes to plug
the holes, then puts his shoes back on.

Now he thinks of something.  He takes out his wallet and removes
Schreber's card.


INT.  SCHREBER'S OFFICE  -  NIGHT

TIGHT ANGLE  -  A phone on a shiny desk rings and a hand picks it up
immediately  -  TILT TO SCHREBER.

                       SCHREBER
             Yes...  This is Schreber...

He listens for a moment then suddenly reazlises who it is.

                       SCHREBER
             Where are you?  I've been very
             concerned about you.  You must come
             and see me immediately...


INT.  PHONE BOOTH  -  SAME  -  INTERCUT WITH SCHREBER AS
NEEDED

Walker on the phone, scans the street nervously.

                       WALKER
             You know who I am?

                       SCHREBER
             Of course, Mister Walker.

                       WALKER
             I called because I thought you could
             help.  I'm finding it difficult...
             remembering.

                       SCHREBER
             I understand.  Of course I can help
             you.  But you must come and see me  -
             we cannot discuss this matter on the
             phone...

Walker is very agitated now, his voice getting edgy.

                       WALKER
             What do you know about me?  How well
             do you know me?

                       SCHREBER
             I know you are in trouble, if that's
             what you mean...

                       WALKER
                  (cuts in)
             Am I the killer?

There's a pause on the other end of the line.

                       SCHREBER
             You don't know the answer to that?

                       WALKER
                  (loses it)
             I told you, I can't remember a damn
             thing!  I mean, I thought because I
             couldn't remember I might have...
             but the idea of killing...  it
             repulses me, do you understand?

                       SCHREBER
             Of course.  Please, calm yourself...

Suddenly Walker sees TWO FIGURES APPROACH.  He drops the phone and
runs, hides behind a wall.


INT.  SCHREBER'S OFFICE  -  NIGHT

Schreber realizes Walker is not there.

                       SCHREBER
             Mister Walker?  John!


EXT.  STREET  -  NIGHT

Walker, still hiding behind the wall, watches the figures approach.
He accidentally backs into some trash-cans.

ANGLE ON  -  the figures.  O.S. sound of a trash-can getting
kicked.  They turn towards the noise:  STRANGERS  -  Walker's
bizarre pursuers.


EXT.  CITY STREETS  -  NIGHT

A BLACK SEDAN drives over a rusty suspension bridge.  Stone
gargoyles look down at the lone vehicle.  Streets are empty.


INT.  BUMSTEAD'S CAR  -  NIGHT

INSIDE THE CAR Bumstead has appointed his unmarked-marked police
vehicle with all the comforts of hime:  hot thermos, note pad holder
(complete with light), coat hanger, gun rack.  A system for
everything.

Bumstead stares blankly ahead.  He chews on the last bit of
sandwich, removes a small brush from the glove box, and delicately
cleans the crumbs from his trousers.


EXT.  HOSPITAL ENTRANCE  -  NIGHT

BUMSTEAD'S CAR pulls up and stops.

INSIDE THE CAR  -  Bumstead grabs a bunch of flowers off the back
seat.


INT.  HOSPITAL  -  NIGHT

BUMSTEAD pushes through a swinging metal door  -  enters a sterile
air-conditioned room  -  and walks to an INTERN sitting behind a
glassed-in counter.  He talks to the intern through a tiny opening
in the window.

                       BUMSTEAD
             Bumstead.  I'm here to see my
             mother.

INT. HOSPITAL ROOM  -  SAME

Bumstead enters darkness  -  pneumatic MACHINE NOISE fills the
gloom.  He walks quietly to his MOTHER, encased in a metallic
contraption, something like an iron lung.

                       BUMSTEAD
                  (whisper)
             Brought you these.

He places the flowers into a small vase on the bedside table  -
arranges them, then re-arranges them.

ON HIS MOTHER  -  who just stares expressionless, in a coma.  Her
life-sustaining machines hiss and breathe.

Bumstead seems pleased finally with the flowers and he sits on a
metal chair, looks at the woman.

                       BUMSTEAD
             I've been doing some thinking
             lately.  I've been trying to
             remember things before you got
             sick...

He stops momentarily and stares into a dark corner of the door.

                       BUMSTEAD
                  (Cont.)
             Do you remember the two little girls
             I used to play with when I was
             young, the twins who lived next
             door?  I was thinking about them
             yesterday and I couldn't remember
             for the life of me what they looked
             like...  Then I realised why...

He brushes at a small piece of lint on his trousers.

                       BUMSTEAD
                  (Cont.)
             They...  didn't have faces.

He removes the lint and lets it float away in an air current.

                       BUMSTEAD
                  (Cont.)
             Just...  skin.  Here.
                  (waves his hand past his
                   face)
             No mistake.  I just hadn't
             remembered it that way.  Until that
             moment, they had been normal little
             girls in my memory.

He looks at his mother.

                       BUMSTEAD
                  (Cont.)
             I think I'm going mad.


INT.  CHURCH  -  NIGHT

A PRIEST  -  is at the altar, cloaked in a blood-red robe, flanked
by two ALTAR BOYS also in red.  Behind them is a statue of some kind
of INSECT.

The trio start to walk in circles as they chant softly.  Then they
stop and stare at the CONGREGATION through eye-slits in their hoods. 

TIGHT ON THE PRIEST  -  He begins his sermon.

                       PRIEST
             Beware!  The night is deadly.  There
             is a criminal among us.

Walker moves into the church, through heavy carved doors.  He sits
on A PEW, at the back of the room, tries to blend with the SMALL
GATHERING sitting silently around him.

TIGHT ON  -  the priestís hand pointing, moving over the heads of
the congregation, accusingly, suddenly jabbing towards an OLD WOMAN
in the front row.

                       PRIEST
                  (Cont.)
             It could be the woman across the
             street!

Everyone turns to stare at the woman.  Sheís nervous  The hand
moves slowly now, across to a YOUNG WOMAN several rows back  - she's
oriental and quite beautiful.

                       PRIEST
                  (Cont.)
             Or the girl next door!

The priest pauses dramatically then:

                       PRIEST
                  (Cont.)
             Or the man in the back row!

Suddenly the finger is pointing at Walker. All the faces turn,
stare suspiciously at Walker.

ANGLE ON WALKER  -  frozen with fright.  Then the priest lowers his
hand, continues the sermon.  The people look away.

                       PRIEST
                  (Cont.)
             It could be anyone!

Walker goes to leave, but as he stands, the DOORS of the church open.
THE STRANGERS step inside.  They look around.

Walker ducks down, crawls between pews, startling several people.
He motions to them to keep quiet.

Not looking, he runs into the legs of the Young Oriental Woman the
priest pointed out.  She seems surprised but looks down at him and
smiles.

                       PRIEST O.S.
                  (Cont.)
             Evil stalks our streets.  It seeks to
             hide in our hearts.  Have you not
             evil within you now?

Staying low, Walker runs, almost knocks over a large illuminated
candle-holder, darts into a nearby CONFESSION BOX.

INSIDE  -  Walker breaths relief.

HIS P.O.V.  -  carved on the dark stained wood in front of him is a
crucified insect.  A voice startles him  -  another PRIEST, OLDER.

                       PRIEST 2
             You have sinned?

                       WALKER
             No.  I...

Walker watches the two Strangers walk past the ornate wooden grill
in front of his face.

                       PRIEST 2
            You seem restless.

The Strangers looks at the box for amoment, towards Walker, but keep
walking.

                       PRIEST 2
                  (Cont.)
             I am listening.

Walker takes out the gun, keeps it hidden from the priest.  Opens
the chamber.

TIGHT ON THE GUN  -  Only ONE BULLET left.

                       PRIEST 2
                  (Cont.)
             Is there something wrong, my son?
             You can tell me.

Walker doesn't even hear this, he's staring at the Strangers  The
priest notices Walker is looking out into the church.

                       PRIEST 2
                  (Cont.)
             Let me help you.

                       WALKER
             Thanks.  It's okay.

                       PRIEST 2
             Is someone after you?

Walker is surprised by the question.

                       WALKER
             What?  No, of course not.

The silhouette on the other side of the box suddenly stands.

                       WALKER
                  (Cont.)
             Where are you going?

                       PRIEST 2
             To notify the police...

                       WALKER
             Please sit down.

The priest just smiles and turns to leave.  Walker lunges, grabs his
shoulder with one hand and points the gun at him.

                       WALKER
                  (Cont.)
             Now listen.  I have to get out of
             here.  Walk with me.  Quietly.
                  (holds up gun)
             Understand?

The priest nods.

OUTSIDE the Strangers seem to have gone.

Walker pushes the priest out of the confession box, grabs his coat
from behind, puts the gun to his back.  They head for the doors.
Still no sign of the Strangers.

                       PRIEST 2
             Donít kill me!

                       WALKER
             Be quiet!

                       PRIEST 2
             Please...

Walker loses his temper, tightens his grip on the priest.

                       WALKER
                  (not so quietly)
             Iím not going to kill you, okay!

Faces turn.

The priest kicks Walker in the leg.  Walker winces in pain and the
priest breaks away.

                       PRIEST 2
                  (shouting)
             Criminal!

People turn and look.  The GAUNT WOMAN points at Walker.

                       GAUNT WOMAN
             Itís him!  Murderer!

Frightened, Walker holds the gun up.

Everyone starts to scream and run, people scatter, run for the exit.
The gaunt woman is pushed screaming to the floor.

Amidst the chaos, the two STRANGERS appear across the room, see
Walker, head towards him.  He bolts.

A STAIRCASE

Walker climbs narrow stairs rapidly.


INT.  BELL TOWER  -  NIGHT

Walker enters a low, raftered room, with three huge black BELLS
hanging in the center.  Nowhere left to go, just a long drop to the
street through a series of arched windows.

There's a SUDDEN GROAN OF GEARS in the ceiling and the bells start
to SWING, building momentum.

CLANG!  CLA-A-A-ANG!  A cacophony of noise.

Walker puts his hands over his ears, turns to the stairs.

HIS P.O.V.

Through the swinging bells  -  the STRANGERS climb the last steps on
the other end of the room.  They advance slowly, clutching daggers.

Walker raises his gun.  Aims.  Difficult to find his target  - the
approaching Strangers are obscured by the bells.

Walker steps sideways, never taking his eyes off the men.  They
follow him slowly, pivoting about the bells in the centre of the
tower.

The Stranger stop, separate, now approaching from OPPOSITE sides of
the bells.

Walker doesnít know where to point the gun  -  he swings back and
forth, one to the other, as the Strangers approach  -  closer and
closer.

Then Walker thrusts the gun towards the head of Stranger 1 on his
right, and FIRES.  Stranger 1 steps back, spouting liquid from the
bullet hole, hits a low railing, FALLS into the shaft at the center
of the tower.

Stranger 2 SWINGS his dagger at Walker.

Walker falls backwards, dropping the gun.  Stranger 2 advances,
smiling  -  kicks the gun across the wooden floor.

Walker notices a loose board in the floor.  Clutching at straws, he
lifts his foot, kicks down hard.  The board flies up, pivoting
against Walkerís heel, and catches Stranger 2 with a CRACK in the
leg.

Walker runs at the off-balance man, tackles him around the waist.
Stranger 2 recoils, canít stop, steps off backwards into space,
PLUMMETS INTO DARKNESS towards the street below.

Walker turns, leans down to pick up his gun...

Behind him SOMETHING is rising.

Stranger 2 is LEVITATING HIMSELF back up to the bell-tower.  He
lands behind Walker, lifts his dagger, steps closer and closer.

Walker looks around.

The Stranger lunges, driving Walker towards the shaft beneath the
swinging bells.  Walker FALLS, dangles over dark space.  Stranger 2
stands above him.

                       WALKER
             What do you want?

The Stranger says nothing, just looks at Walker with his black
eyes...

The bells are swinging like crazy now, VERY CLOSE to the Stranger.

Walker stares at the man, who is hesitating for some reason.  TIGHT
ON the Stranger's feet  -  he takes a small step BACKWARDS  - enough
to put him in the path of the bell.

The shiny rim of a bell CLIPS the Stranger's head and SLAMS it
against a low wooden beam in the ceiling.

The Stranger slumps to the ground, his head crushed beyond
recognition.

Walker pulls himself up  -  stands over the manís body, utterly
perplexed by what just happened.  He's trying to decide what to do
when A MOVEMENT catches his eye.

TIGHT ON the dead man's ear  -  something moves inside.  A BLACK
INSECT, half-dead, crawls out of his crushed head.

Revolted, Walker SQUASHES the insect under his shoe.


EXT./INT.  VARIOUS  -  MONTAGE

Electricity ARCS between electrodes.

A building against the sky.  The windows crack and then BURST OUT  -
raining glass down on the street.

A wall SPLITS OPEN.  Slime oozes through the crack.

A toad cracks open.

OVER THESE IMAGES  -  a high pitched sound BUILDS IN LEVEL, like
many people screaming  -  it gets VERY LOUD...


EXT.  BUMSTEAD'S BUILDING  -  NIGHT

TIGHT ON  -  a wristwatch spinning backwards crazily  - completely
haywire.

BUMSTEAD stands on a street corner staring blankly at his watch. 
Taps it several times, annoyed.

A DISTANT RUMBLE builds and the pavement he is standing on trembles
like a mini earthquake.  Then everything is still again.

Bumstead looks up and walks rapidly towards a dilapidated three
story building across the street.


INT.  BUMSTEAD'S BULDING  -  NIGHT

The inspector climbs stairs to a top floor.  He walks past a woman
smoking in an open doorway.  This is HELEN  -  Bumstead's neighbour.

                       HELEN
             Long night at the office?

Bumstead smiles, but keeps moving past the wooman.

                       BUMSTEAD
             'Evening, Helen.

Bumstead takes his keys from his coat pocket, steps up to the door
of his apartment, stops for a moment and looks back over his
shoulder.

                       BUMSTEAD
                  (Cont.)
             Say, know what time it is?

                       HELEN
             Sure...
                  (looks at her watch)
             ...that's strange.  My watch is
             nuts.

She looks at him and smiles.

                       HELEN
                  (Cont.)
             Oh, well.  That'll teach me to buy
             cheap crap...

Bumstead smiles.

                       BUMSTEAD
             Goodnight.

Puzzled, he enters his room and shuts the door with a soft click.


INT.  BUMSTEAD'S APARTMENT

Bumstead puts down his bulging briefcase, takes off his coat and
hat.

Everything is extremely neat and organised, covering on all the
furniture.

TIGHT ON  -  a kettle being put on a stove  -  TILT UP to Bumstead
looking ever more perplexed.

HIS P.O.V. reveals a wall clock also spinning backwards.

ANGLE ON  -  a footstool in the lounge room.  Bumstead steps INTO
FRAME, carrying a massive PIANO ACCORDION.  He sits, places the
instrument on his knee and starts to play.

TIGHT ON HIS FINGERS dancing skilfully across the keyboard.  The
instrument itself is beautiful  -  ornate and sparkling.  The music
Bumstead makes is sad and hauntingly beautiful.

INT.  BLACKNESS

As our eyes adjust to the gloom...  THE CAMERA DESCENDS past pipes
and soil, foundations and sewers  -  rapidly gaining speed until it
is hurtling into the bowels of the city...


INT.  UNDERWORLD  -  NIGHT

...THE CAMERA FINALLY STOPS ON A SILHOUETTED FIGURE sitting at a
polished black table.

A phone rings.

FIGURE 1 picks up the receiver and listens attentively, then hangs
up and writes something down, drops the note into A CHUTE.


INT.  CONTROL ROOM  -  NIGHT

The note falls from a slot in the wall before FIGURE 2 (in shadow
again).  He reads from the note then takes a long stick and moves
forward into the light.  We see he is a STRANGER.

He uses the stick to push two small cut-out figures of men across a
board, away from a large grouping of similar cut-outs.  The board
resembles a planning table in a war-room.

A HIGH ANGLE as the CAMERA PULLS BACK on the grouping of cut-out
figures.  More and more of them.  Ten.  Twenty.  A hundred.  A
sinister army.


INT.  DARK CHAMBER  -  NIGHT

TIGHT ON  -  A METAL ARM sweeping THROUGH FRAME in jerky increments.
PULL BACK TO REVEAL  -  it's the second hand on A MASSIVE RUSTED
METAL CLOCK.

CRANE DOWN from the clock TO:

DARK SILHOUETTES filing into a bunker-like room.  SILENCE except for
echoic ticking.

MISTER HAND walks in and sits near the front of the crowd.

The STRANGERS have gathered.

ONE MAN remains standing at the back of the room.

                       STRANGER 1
             What is going to be done?  This
             situation is dangerous, yes...

A RUMBLING NOISE O.S. cuts him off.  Everyone looks UP:

TO A PORTAL high on a wall.  The noise gets louder.  SEVERAL
FIGURES on stilts run past outside the opening  -  then the noise
subsides.

While this spectacle is occurring, STRANGER 1 starts to tremble
violently, seized with a kind of convulsion, he froths at the mouth
and throws his head about.

STRANGER 2  (standing beside Stranger 1)  opens a silver box,
removes a small WRITHING WORM.  He places this on the tip of the
trembling man's tongue, who swallows it and calms down.

ANOTHER STRANGER rises suddenly, pushes forcefully to the front of
the group.

                       STRANGER 3
             What about the Dreaming!  It is my
             responsibility to schedule this, we
             must resolve this issue, yes?

MISTER HAND faces him.  Stranger 3 is out of line, becomes agitated,
as if to say something further, then pulls himself short, sits down.

                       STRANGER 2
             This has gone too far!  Tell Mister
             Black!  He'll know what to do.

A murmur of general agreement.

Stranger 1 stares blankly into space, he makes a peculiar clicking
noise with his mouth, his eyes roll upwards.

                       STRANGER 4
             No!  Tell him nothing!  Not until we
             understand more.

                       MISTER BLACK O.S.
             What is going on!

Everyone goes very quiet (particularly Stranger 4, who actually
cringes)  -  THE CAMERA PANS TO a doorway:

Completely silhouetted, the hunched over figure of MISTER BLACK
clutches his cane.

He hobbles INTO LIGHT and walks slowly to the front of the room.
He's much like the others but is very old.  He clears his throat,
then:

                       MISTER BLACK
                  (Cont.)
             Who will go first?

ANGLE ON  -  the hushed group of Strangers.  No one speaks.

                       MISTER BLACK
                  (Cont.)
             Let's get on with it, yes.

Mister Hand steps forward.

                  MISTER HAND
             There is a problem.  A man has
             evaded us.  We have not been able to
             find him.

Mister Black says nothing for a moment  -  then he looks up at
Mister Hand.  PUSH IN TIGHT on Mister Black and for the first time
we see his piercing blue eyes.

                       MISTER BLACK
             Go on.


INT.  HOTEL LOBBY  -  NIGHT

A PHOTO FLASH  -  illuminates the dead body of the hotel manager,
slumped in his own blood.

Bumstead leans INTO FRAME.  He examines several stab wounds in the
man's abdomen.  VARIOUS COPS search the room in the B.G.

Bumstead makes quick scribbles in his notebook then glances at the
front desk.

HIS P.O.V.  -  a dog-eared phone message ledger with coffee cup
stains on it.

Bumstead flicks through the last few pages, sees something.  He
holds the ledger up to the light.

TIGHT ANGLE  -  on the ledger.  We can make out the imprint of the
note to Walker on the backing page...  PAN WITH Bumstead's finger  -
a series of daily messages from Emma.

Officer Husselbeck appears behind Bumstead.

                       COP
             Got another one upstairs.

Bumstead just nods silently.


INT.  HOTEL CORRIDOR  -  NIGHT

ANGLE ON  -  Bumstead climbing the narrow stairs near the elevator,
followed by Husselbeck.  They step into the room where a LONE COP is
dusting.


INT.  HOTEL ROOM  -  NIGHT

                       BUMSTEAD
                  (to cop)
             Take shots up here?

                       COP
             Not yet.

                       BUMSTEAD
             Where is everyone?

                       COP
             Guess I'm it tonight.

Capek and the coroner step into the room.

                       CAPEK
             Bumstead.

                       BUMSTEAD
             'Evening, Capek.

Capek steps over to the woman's body, bends down to examine her.
Bumstead looks over his shoulder.

                       BUMSTEAD
             It's our friend?

                       CAPEK
             These cuts were made by a long,
             razor-like blade.  It's consistent
             with the killer.

The photographer from downstairs arrives and starts taking shots of
the woman.

Looking concerned, Capek pulls Bumstead aside.

                       BUMSTEAD
             Something troubling you?

                       CAPEK
             It's nothing specific.  But...

                       BUMSTEAD
             Yes?

                       CAPEK
             The wounds are so...  precise.

                       BUMSTEAD
             Is that unusual?

                       CAPEK
             In my past experience when they use
             a knife they tend to be more random.
             These are like a surgeon's incisions  -
             specific, unemotional.

Bumstead looks at the body for a moment.

                       BUMSTEAD
             She been raped?

                       CAPEK
             No.  In each case there has been no
             sexual attack on the victim.

                       BUMSTEAD
             What does all that tell us?

                       CAPEK
             You got me, Bumstead.


INT.  SUBWAY STATION  -  NIGHT

WALKER RUNS like a madman.

Underground.  CONSTANT NOISE O.S. of trains arriving and departing.

He slips and FALLS, landing squarely in a puddle of soggy trash on
the ground.  He sits up, not hurt, but covered in mud.

Walker starts to laugh.

MOVE IN TIGHT ON WALKER  -  as he starts to cry now.  He puts his
head in his hands, his body spasms with each sob.

SEVERAL ANGLES of the empty corridors of the subway.  Walker's
crying is heard  -  echoic.

BACK ON WALKER  -  A small feminine HAND touches his head.

Startled, he throws himself back, and looks up frightened and ready
to fight or run.

THE ORIENTAL WOMAN (her name is MEI) from the church looks down at
him.


INT.  POLICE STATION HALL-WAY  -  NIGHT

TRACKING SHOT towards a door:  CHIEF-INSPECTOR on the frosted glass. 
A hand reaches INTO FRAME, knocks twice.

                       STROMBOLI O.S.
             Enter!


INT.  STROMBOLI'S OFFICE  -  NIGHT

Bumstead steps into the office  -  finds STROMBOLI wandering about
the room, distracted, searching for something...

                       STROMBOLI
             What is it?

He grabs the waste-basket and empties the contents onto his desk,
sorts through it.

                       BUMSTEAD
             A formality.  I need to speak with
             Kowolski.

Stromboli is looking through his desk drawers now.

                       STROMBOLI
             What for?

                       BUMSTEAD
             His reports are of no help.
             Kowolsi has fabricated a bizarre
             paranoid delusion.  I thought if I
             could interview him personally I
             might...

                       STROMBOLI
             Leave him alone, Bumstead.

                       BUMSTEAD
             It's extremely important to my
             investigation...

                       STROMBOLI
             Let me be the judge of that.  You've
             seen for yourself he's unstable  -
             by all rights I should've released
             him from service  -  it's only for
             the sake of his familt that I've
             kept him on wages.  Now, anything
             else?

Stromboli is looking under his desk.

                       BUMSTEAD
             Actually, I was wondering if you
             could give me a few uniforms, to
             follow up for me...

                       STROMBOLI O.S.
                  (pokes head above desk)
             Impossible.  Got trouble up to my
             ears right now  -  can't spare
             anyone.  Get your assistant to do
             that for you, she seems a capable
             girl...

Stromboli stands, looks behind pictures hanging off the walls.  A
big sign suspended above his desk says:  SO MUCH TO DO, SO LITTLE
TIME.

                       BUMSTEAD
             Lost something, sir?

                       STROMBOLI
             What makes you think that!  If you
             would just learn to concentrate on
             facts, not get so side-tracked  -
             you might get things done faster
             and...

The door clicks shut.  Stromboli looks up  -  Bumstead has gone.


INT.  POLICE STATION/SHOOTING GALLERY  -  LATER

A series of ply-wood SILHOUETTES RACE THROUGH FRAME, stop suddenly,
mechanically.  LOUD GUNSHOTS O.S.  Chunks of ply-wood blast away
violently.

BUMSTEAD is practising his marksmanship.

A HAND  -  on his shoulder.  He whips around TO SEE  -  CRENSHAW  -
she smiles stiffly at him.

                       BUMSTEAD
             You must stop sneaking up on me like
             that!

                       CRENSHAW
             I'm sorry.

Bumstead walks across to a table and puts his gun down.

                       BUMSTEAD
                  (looks at watch)
             Damn.
                  (he unstraps watch  -
                   hands it to Crenshaw)
             Here.  Fix this for me.

                       CRENSHAW
             Yes sir.

Bumstead paces from the room.


INT.  BUMSTEAD'S OFFICE  -  SAME

Bumstead enters followed by Crenshaw.  He GRABS a sheet of paper off
his desk.

                       BUMSTEAD
             You typed this report?

Crenshaw steps over and looks at it.

                       CRENSHAW
             Yes, sir.

                       BUMSTEAD
             Look at it.

Crenshaw bends down, adjusts her glasses, examines it.

                       CRENSHAW
             It seems fine.

                       BUMSTEAD
             Look here!

His finger points at the bottom of the page  -  a tiny,
INSIGNIFICANT ink smudge.

                       BUMSTEAD
                  (Cont.)
             How do you expect me to submit this?

                       MISS CRENSHAW
             I'm...  sorry.

                       BUMSTEAD
             Be more careful, please...

                       CRENSHAW
             Certainly.

                       BUMSTEAD
             Now, what do you want?

                       CRENSHAW
             I have something to report...

She hands him some paperwork.

                       CRENSHAW
                  (Cont.)
             John and Emma Walker.  There was
             only one couple I could find in the
             city.  Here's where they live.

Bumstead takes the paperwork.  Looks through it carefully, then up
at renshaw.

                       BUMSTEAD
             Maybe you'll work out after all,
             Crenshaw.

ON CRENSHAW  -  she's obviously beaming with pride, but she hides it
well.

                       CRENSHAW
             Thankyou, sir.

She turns and leaves.  Bumstead watches her go  -  a half smile
flickers across his face.


INT.  MEI'S BUILDING  -  NIGHT

Walker follows Mei up a flight of dark stairs.  She keeps looking
back at him, smiling but SAYS NOTHING.


INT.  MEI'S APARTMENT  -  NIGHT

Walker and the woman step into a shabby apartment.  She points to a
couch.  Walker looks uncomfortable.  She smiles again, then turns on
the radio.  MUSIC.

She steps into a BEDROOM, leaving Walker alone.  He can hear the
sound of running water from a bathroom adjoining the room Mei
entered.

Walker starts to tune the radio.  BABBLE of fragments of voices and
music, then:  A NEWS REPORT...

                       NEWS READER O.S.
             ...earlier this evening it was
             reported two bodies were found by
             police in a hotel...

Walker listens nervously.

                       WALKER
                  (to himself)
             Two...?

                       NEWS READER O.S.
             ...At this stage it is not clear if
             the killer responsible is the man
             police have been hunting for the
             past three weeks...  And now for a
             message from LUMP-O food products...

Across the room he can see the bedroom door ajar.  He crosses over
and looks in.

HIS P.O.V.  -  Mei stands naked facing a red wall.  She has an
elaborate TATTOO on her back  -  looks like an INSECT.  She puts on
a dressing gown and TURNS SUDDENLY.

ON WALKER  -  He steps back before she notices him.

He sits down on the couch, notices his SHADOW cast on the wall by a
nearby table-lamp.  He puts his hands near the bulb.

ANGLE ON THE SHADOW  -  Walker makes animal shadows on the wall:  a
dog, a bird...

BACK ON WALKER as he notices somwthing...

HIS P.O.V.  -  Across the room a WOODEN SCREEN is up against an open
doorway, he can see MOVEMENT through a crack in the screen  -  But
suddenly another bird shadow appears.

ON WALKER  -  who glances around to see Mei is sitting next to him.

She points to herself.

                       WOMAN
                  (a whisper)
             Mei.

He nods slowly, looks at her.  She waits for him to respond with his
name.  He remains silent.  Then he puts his hands back in the light.

                       WALKER
             That's me.  I'm a shadow.

She smiles, not understanding.


INT.  TENEMENT BUILDING CORRIDOR  -  NIGHT

LOW ANGLE TRACKING SHOT  -  feet walk along a tattered rug, approach
a door.  Bumstead's shoes, shiny as always.


INT.  KOWOLSKI'S APARTMENT  -  NIGHT

KATE, KOWOLSKI'S WIFE, is feeding ONE OF HER CHILDREN in the
kitchen.

                       BUMSTEAD O.S.
             Mrs. Kowolski?

Kate turns, to see Bumstead standing in the doorway behind her.  He
steps forward, smiles at the child.

                       BUMSTEAD
             How old is the little girl?

                       KATE
             Seventeen months.

                       BUMSTEAD
             She's so pretty.
                  (looks to Kate)
             The door was open.  I'm Frank
             Bumstead, I work with Harry.  How is
             he?

                       KATE
             Oh, the same...

She glances to a closed bedroom door.

                       KATE
                  (Cont.)
             He won't even come out to go to the
             bathroom now...

She starts to cry.  Bumstead touches her shoulder, a little
embarrassed by the display of affection.

                       BUMSTEAD
             Let me see what I can do.


INT. KOWOLSKI'S BEDROOM  -  NIGHT

KOWOLSKI'S unshaven, haunted.  Clutching a shotgun, is mumbling to
himself with his eyes tightly shut.

An knock on the door O.S. startles Kowolski.

                       BUMSTEAD O.S.
             Kowolski!  Open up, it's me,
             Bumstead.

Kowolski steps to the door, opens it a little bit.

                       KOWOLSKI
             Bumstead?  What are you doing here?

                       BUMSTEAD
             Let's talk.

Kowolski wipes the sweat on his forehead.

                       BUMSTEAD
                  (Cont.)
             C'mon, let me in Kowolski.

Kowolski stares at Bumstead, then silently opens the door and lets
him through.

                       BUMSTEAD
             I'm on the serial killer case.

                       KOWOLSKI
             Oh?

The room is very dark.  Bumstead is assailed by a wave of putrid
smells.  It's a mess  -  rotten food, overturned furniture, dirty
clothes.

Kowolski's face is heavily bruised, covered in sweat.

                       BUMSTEAD
             You don't look so hot...

                       KOWOLSKI
             Yeah?  Well I'm having a really bad
             day.  Come to think of it, I've
             been having several of them all in
             a row...

Kowolski laughs at this, a little out of control.

They sit down, face each other in the gloom.  A RAT scuttles past
Kowolski.  With lightning reflexes he throws a shoe at it.  The rat
runs under the bed.  He looks back at Bumstead, smiles, more than a
little insane.

                       KOWOLSKI
             I don't know anything, Bumstead.  As
             long as you understand, that's all.

                       BUMSTEAD
             Can I do anything to help?

                       KOWOLSKI
             No.

                       BUMSTEAD
             Your wife, she's worried about you.

                       KOWOLSKI
             She's the reason I'm in here.

                       BUMSTEAD
             What do you mean?

                       KOWOLSKI
             You don't want to listen to what I
             have to say...
                  (leans forward  -
                   whispers)
             It'll give you nightmares.

                       BUMSTEAD
             I'll listen to anything you want to
             tell me.

Kowolski scuttles nearer Bumstead now, glares into his eyes.

                       KOWOLSKI
             My family are impostors, Bumstead.
             What would you if you found out
             something like that?

Bumstead doesn't know how to answer.

                       KOWOLSKI
                  (Cont.)
             You'd probably lock yourself away
             too, right?

Kowolski sits back like that's all there is to it.

                       BUMSTEAD
             You're going to have to explain this
             one to me, I'm afraid...

                       KOWOLSKI
             Nothing to explain.  It's a...
             feeling.  I justr suddenly realised
             my life is a lie.  Oh, shit,
             Bumstead, you think I'd be in here
             if I could explain this stuff?  Ah,
             shit!
                  (holds his temples)
             Hell, my head hurts so much!  God,
             Bumstead, I'm rotting away inside
             and there's nothing I can do about
             it.

BLOOD starts running from Kowolski's nostrils.  Bumstead hands him
his hanky.  Kowolski takes it, wipes his nose.

                       BUMSTEAD
             You need a doctor...

                       KOWOLSKI
             No.  You should go now.  There's
             nothing more I can tell you that
             will make any sense.  Please just
             go.


INT.  UNDERWORLD/LABORATORY  -  NIGHT

Metal scrapes against metal and WE'RE LOOKING DOWN  -  through an
OPENING hatch.  A dim laboratory IS REVEALED  -  a maze of
scientific instruments.

Elongated shadows move about.

PULL BACK FROM a diagrammatic chart depicting the evolution of the
human brain  -  TO REVEAL STRANGERS hunched over something.

STRANGER 1 bends across to a CONTROL PANEL, works a switch.  A small
speaker in a metal box crackles to life.  SOUND OF DISTANT SURF...

Electricity arcs across electrodes.

STRANGER 2 steps forward and pulls a bloodied sheet from their
handiwork.

It's MISTER SLEEP.  The top of his bald head is an open hatch.
Wires lead to HIS BRAIN.

TIGHT ON MISTER SLEEP'S EYES  -  glancing about the room.

STRANGER 1 shines a torch into his eyes.

INSIDE HIS HEAD  -  illuminated by the beam of the light.  REVEAL a
small writhing INSECT screwed to a metal plate.

MISTER HAND shows Mister Sleep PHOTOGRAPHS:  WALKER as he looks
currently, photos of him as a teenager, a young boy, a baby, his
parents standing on a seaside pier smiling and waving, his school,
his first sweetheart.  Then a photo of a young woman smiling  - it's
Emma, his wife.

STRANGER 2 holds up a small sea shell to the ear of the creature  -
MORE SOUNDS OF SURF...

Stranger 2 nods to Mister Hand.

Mister Hand produces the SILVER CASE we saw him holding in Walker's
hotel room.

TIGHT ON THE CASE  -  he opens it to reveal TWO METAL SYRINGES.  He
takes these out and injects them one after the other into the brain
of Mister Sleep.

MISTER BLACK looks on from the shadows.  His pale hand fondles the
ornate handle of his cane  -  a carved silver insect.

Mister Hand steps up to him.

                       MISTER HAND
             It is done.

Mister Black turns towards the OTHER STRANGERS.

                       MISTER BLACK
             I hear a clock in my head, and I
             like it!

                       STRANGERS
                  (in unison)
             We hear clocks in our heads, and we
             like them!

                       MISTER BLACK
             A world in our likeness!

                       STRANGERS
             A world in our likeness!

STRANGER 1 closes the top of Mister Sleep's head.  SQUEAK...  CLUNK!


EXT.  EMMA'S BUILDING  -  NIGHT

ANGLE DOLLIES  -  across the crumbling facade of a building  - STOPS
on an illuminated window.

THROUGH THE GLASS Bumstead and Emma sit at a kitchen table.  They
are talking but we cannot hear what is being said.


INT.  EMMA'S APARTMENT  -  NIGHT

TIGHT ANGLE  -  A sheet of paper, with seven names neatly typed on
it, is slid across the kitchen table.

                       BUMSTEAD
             Do any of these names mean anything
             to you?

Emma glances at the list briefly but does not pick it up.

                       EMMA
             No.

                       BUMSTEAD
             Please take another look...

                       EMMA
                  (ignores the list)
             Why are you looking for my husband?

                       BUMSTEAD
             I'm trying to help him, Mrs. Walker.
             That's all.

Emma stands and paces  -  she's angry.

                       EMMA
             If you're going to accuse him of
             something I want to know what it is.

                       BUMSTEAD
             We need to question him about a
             murder.

                       EMMA
             Whose murder?

Bumstead simply glances at the page on the table in front of him.

                       EMMA
                  (Cont.)
             Which one?

                       BUMSTEAD
             All of them.

                       EMMA
             That's ridiculous.  You've got him
             confused with someone else.

                       BUMSTEAD
             I'm afraid not.  I'm hoping he can
             help us straighten out this
             business.

Emma says nothing, just paces.

Bumstead glances to a partially open door to see Emma's mother
peeking out.  He looks back to Emma.

                       BUMSTEAD
                  (Cont.)
             I'm just trying to help him...

                       EMMA
                  (angrier)
             You're telling me in all
             seriousness, that my husband is a
             murderer.  You're very wrong.  He's
             a good man.  I don't want you or
             anyone else helping him.  I just
             want him back, that's all...

Bumstead looks at her for a moment, then steps to the window and
looks out.

HIS P.O.V.  -  In a building across the street he can make out a
dark figure -  WATCHING.

                       EMMA
             None of this makes any sense.  John
             didn't do anything wrong.  Believe
             me, I know him, he just isn't...
             capable of it.

                       BUMSTEAD
             Has anyone come here  -  looking for
             him?

                       EMMA
             No.  Just his doctor, that's all.
             A few nights ago he came to tell me
             John was in some kind of trouble.
             I guess this is what he was talking
             about...

Bumstead turns back from the window.

                       BUMSTEAD
             His doctor?


INT.  MEI'S APARTMENT/BATHROOM  -  NIGHT

TIGHT ON  -  a shirt being unbuttoned.

Mei is removing Walker's muddy clothes.  He seems a little
embarrassed but lets her do it.  Finally she goes to unbuckle his
belt but he stops her.

She smiles and turns her back.

He takes off his trousers and hands them to her.  Without turning,
she exits the bathroom with his clothes.

Walker, naked, steps gently into the warm water filling the tub.


INT.  MEI'S APARTMENT/KITCHEN  -  NIGHT

Mei starts putting his clothes into the sink to soak.  She slides a
hand into Walker's coat, removes the wallet.  She takes out the
cash, puts the wallet aside, then puts the coat into the water.  She
MOVES OFF.


INT.  MEI'S APARTMENT/BATHROOM  -  NIGHT

Walker is sitting in the tub running his neck.

Mei steps from the doorwat holding a BAR OF SOAP in her hand.  She
sits beside Walker and takes his hands, gently lathering soap around
them, continuing to smile at him.

TIGHT ON HER HANDS  -  lathering his arms and back.  She gently
washes scratches and bruises on his back.

CLOSE ON WALKER  -  wincing.  It stings.

HIS P.O.V.  -  She is leaning close now, her gown has opened
slightly and he glimpses her breast.

She notices him looking at her.  He looks away and she smiles again,
continuing to bathe him.

Walker looks at Mei again, makes eye contact.  This time he can't
help smiling.  But it's only a half smile and is quickly gone.

She leans forward and touches his lips with her fingers.  Then she
kisses him.


INT.  BEDROOM  -  MOMENTS LATER

Mei pushes Walker back on a bed and pulls her dressing gown open.
She sits upright, astride his body, caresses his chest.  Then she
stops, her face in shadow.

Walker hasn't responded, but now slowly lifts his hands to her
breasts, touches them.

She shuts her eyes, starts to breathe deeply.

WIDER  -  Their bodies tangle, he rolls onto her.

THE CAMERA PANS to the wooden screen Walker noticed earlier  - AN
EYE blinks through the crack.


EXT.  ROOF-TOP  -  NIGHT

STRANGERS are rigging a wire to some kind of antenna device.  THE
CAMERA DESCENDS ONCE AGAIN INTO THE BOWELS OF THE CITY:


INT.  UNDERWORLD/DARK CHAMBER  -  NIGHT

TIGHT ON TWO STRANGERS speaking in whispers.

PULL BACK WIDE TO REVEAL  -  The group of STRANGERS gathered once
again.  Mister Black addresses them.

                       MISTER BLACK
             Now is the time.

A switch is thrown.  Electricity sparks to life.  A hum is in the
air.

                       MISTER BLACK
                  (Cont.)
             Eleven past eleven  -  the Night of
             the Eye.

The Strangers start to CHANT  -  TRANCE-LIKE, quietly at first,
steadily building in volume.

                       STRANGERS
             NIGHT OF THE EYE!  NIGHT OF THE EYE!

A Stranger in the front row stands.

                       STRANGER 1
             The Eye is too small for the head of
             the pin!

ANOTHER MAN stands.  Next to the first...

                       STRANGER 2
             What is it that floats on the water?
             The Eye!

So it goes around the room, each man takes his turn in the strange
ritual.

                       STRANGER 3
             The eye.  Master of time and space!

STRANGER 4 rises up  -  keeps rising, FLOATS IN THE AIR above the
men's heads.

                       STRANGER 4
             My spine will bend for the Eye!

He turns sideways, still as a plank, still floating.

                       MISTER BLACK
             Let the Dreaming commence!

The congregation of men place ELECTRODES to their foreheads.

SEVERAL Strangers about the room stand and MOVE RHYTHMICALLY to some
inner beat.


EXT.  ROOF-TOP  -  NIGHT

The antenna gloes with a ghostly green light.

SEVERAL ANGLES OF THE CITY  -  the streets are empty  -  a clock
chimes in the distance  -  THEN:

Buildings shudder  -  DISTORT  -  twisting and shifting  - one tower
ELONGATES stretching upwards  -  another building SPROUTS at the
top, organically, like TIME-LAPSE FOOTAGE of a plant growing.

The Strangers are CREATING  -  "DREAMING" NEW PARTS OF THE CITY INTO
BEING  -  while the people of the city sleep, unaware of what is
happening around them.


INT.  DARK CHAMBER  -  NIGHT

Mister Black sighs deeply  -  totally focused  -  wires taped to his
head...

THE CAMERA TIGHTENS, MOVES IN ON HIS EYES  -  SOMEHOW IT
PASSES INSIDE HIS HEAD  -  in the darkness, multi-faceted eyes glow,
INSECT EYES...


INT.  MEI'S APARTMENT/BEDROOM  -  NIGHT

Walker sleeps, as buildings MOVE PAST outside the window.


EXT.  MEI'S BUILDING  -  NIGHT

The building the lovers are in SLOWLY RISES into the air, past
taller buildings and floats out over the city.  Its shadow moves
past empty plazas and across grey towers.


INT.  MEI'S APARTMENT/BEDROOM  -  NIGHT

Walker opens his eyes, FORCES himself awake.  Mei is gone.

He gets out of bed and tries to stand, but his feet do not make
contact with the floor.  It's like some invisible force is pushing
him UPWARDS.  he holds a table to steady himself.  The table-cloth
comes away, things spill to the floor and smash.  He's FLOATING.

Walker desperately reaches out, grabs the light-fixture in the
ceiling.  It breaks off in a cloud of plaster.  Sparks briefly
illuminate.  He falls heavily ONTO THE CEILING  - now the floor.
Everything's UPSIDE-DOWN.

He stares up at furniture and objects.


INT.  MEI'S APARTMENT/BATHROOM  -  NIGHT

Walker steps into the room, eerily illuminated by a glowing heater
stuck to the floor.  Water is running  -  filling the tub and
overflowing, making a suspended puddle above Walker's head.

Walker climbs the wall, towards the floor.  With difficulty, pulls
himself towards the tub.

Gravity becomes NORMAL AGAIN as he sinks into the warm water.  He's
incredibly weak  -  floats limply in the bath.

He submerges his face.  A distant throbbing O.S., like huge
machine heart somewhere in the building.

He opens his eyes, still underwater, stares at the ceiling.

HIS P.O.V.  -  A blurry DARK FIGURE moves into his vision.

Walker rigid with fright, cannot focus on the figure through the
thin veil of water.  The FIGURE reaches out.  A GLOVED HAND grabs
Walker's throat, holds him forcefully.

Walker gulps for air, swallow water.  His eyes widen.  He tries to
stop the hand strangling him but can't.

Suddenly the hand pulls away.  The BLURRY FIGURE stumbles back and
ERUPTS, splits apart, covering the room in a bloody explosion.


INT.  MEI'S APARTMENT/BEDROOM  -  NIGHT

WALKER WAKES UP  -  for real this time.  He's still in bed, in a
cold sweat, with Mei sleeping beside him, her back turned.

Walker gets out of bed, walks to the window.

OUTSIDE everything looks normal, though as he watches, the distant
dark skyline seems to SHUDDER and DISTORT subtly.

Walker rubs his eyes and looks again, but finds nothing unusual
there this time.

His clothes hang over a heater.  He starts to dress.


EXT.  STREET  -  NIGHT

BUMSTEAD pulls up in his car.  Across the street is DOCTOR
SCHREBER'S surgery.

He is about to get out of the car, when the SURGERY DOOR OPENS and
A FIGURE steps into the street.  Bumstead watches the shadowy man
for a moment.  Then gets out and FOLLOWS, assuming it is Schreber.

ALLEYWAY

Bumstead follows silently.

Without warning, the figure stops and TURNS.

Bumstead backs into a doorway and isn't seen.

He gets a glimpse of the gaunt features of a STRANGER in the dim
light of the alley.  It's Mister Hand.


EXT.  CATHEDRAL  -  LATER

HIGH ANGLE  -  looks down from the belltower.  We can make out THREE
FIGURES casting long shadows across the weathered stone steps at the
cathedral's entrance.

ON STREET LEVEL

MISTER HAND steps up to the gathering of Strangers.  For a moment he
does nothing, just watches MISTER SLEEP walk up and down the stairs.

Mister Sleep looks like he's lost something and can't decide where
to go look for it.  In the B.G. two other Strangers stand waiting
patiently.

WIDER P.O.V.  -  from acros the plaza someone is watching the
congrgation of Strangers.

REVEAL BUMSTEAD  -  in the shadows.

TIGHT ON MISTER SLEEP  -  he stops, and looks around, he's SENSING
something.  He smiles and steps over to Mister Hand.

Mister Hand leans down as Mister Sleep cups his hand and whispers
something into his ear.

                       MISTER HAND
                  (to the others)
             Mister Sleep says that way.

He points down a street.

BACK ON BUMSTEAD  -  He watches the distant figures walk off into
the night.


EXT.  BRIDGE  -  NIGHT

THE CAMERA MOVES along a bridge-like structure.  An enclosed
corridor supported by rotting wooden pylons.  Under the bridge,
pipes spew sewage into stagnant water.

ANGLE ON WALKER  -  crossing the bridge, seen through a series of
illuminated, dirty windows.


INT.  BRIDGE/SERIES OF ROOMS  -  NIGHT

Walker is lost.

He moves through a number of RUSTED METAL DOORS that open and shut
automatically.  Each reveals another room or corridor.  Deserted
spaces long forgotten.


INT. DOCTOR SCHREBER'S OFFICE  -  NIGHT

SCHREBER is pacing towards DOUBLE-DOORS with Bumstead in hot
pursuit.

                       BUMSTEAD
             He's amnesiac?

                       SCHREBER
             I haven't seen Mister Walker in
             three weeks, but when we last spoke
             he convinced me he didn't have the
             slightest idea who I was  -  and
             when I began questioning him, he
             hung up.
                  (beat)
             This is what I wanted to show you.

THE DOORS OPEN  -  and as the men step through REVEAL a room of
animal experiments.

                       SCHREBER
                  (Cont.)
             Formation of memories is the most
             important of brain functions.

TIGHTEN ON THE TWO MEN  -  as they look down on a monkey with the
top of its head missing, squirming in a mechanical device that
restricts its movements.

                       SCHREBER
                  (Cont.)
             We are little more than a sum of
             memories.  From them we reference
             who we are, where we're going.
             Without a past we are nothing.

Bumstead looks very uncomfortable.

                       SCHREBER
                  (Cont.)
             It feels no pain.

Schreber points at a wooden structure containing two rats.

                       SCHREBER
                  (Cont.)
             We know of two kinds of memory.
             Firstly, declarative memory.

The rats perform various activities involving mazes and geometric
symbols.  Schreber turns to look at Bumstead.

                       SCHREBER
                  (Cont.)
             And then there is procedural memory.

TIGHT ON HIS SLENDER FINGER  -  pointing to a machine also run by
rats.  The object is to make it through a guillotine device.  One
rat is successful, the other is chopped neatly in two.

                       SCHREBER
                  (Cont.)
             Research on simple animals can be...
             useful to show us where memory
             storing systems are located.
                  (looks at nearby cage of
                   hamsters)
             I'm planning an experiment with
             hamsters next.  Cute little fellows.

                       BUMSTEAD
                  (looks at rats)
             And this teaches you about human
             behaviour?

                       SCHREBER
             Oh yes.  They're remarkably similar
             to us in some ways.  But I often
             wonder what they are really
             thinking.  Whether they realise
             they're part of an experiment.

Schreber smiles strangely at this.

                       SCHREBER
                  (Cont.)
             For all I know they could be
             secretly planning to take over the
             laboratory some day?

                       BUMSTEAD
             Interesting thought, Doctor, but
             let's get back to Walker.

                       SCHREBER
             Walker is what's called a "tabula
             rasa", physiologically more than
             competent, but behaviourally an
             empty slate.

                       BUMSTEAD
             Why did he start coming to you?

                       SCHREBER
             Severe depression.

                       BUMSTEAD
             And when did his loss of memory
             occur?

                       SCHREBER
             I think roughly three weeks ago,
             though I'm not sure, nor am I
             certain why it happened.
                  (Schreber looks at
                   Bumstead now)
             Has Walker done something, broken
             some law?

                       BUMSTEAD
             He is a suspect.  I need to speak
             with him in connection to some
             rather serious crimes.

                       SCHREBER
             Well, I'll do all I can to help
             you.

                       BUMSTEAD
             Thank you for your trouble.  We'll
             be in touch.

                       SCHREBER
             Of course.

Bumstead is about to go.

                       BUMSTEAD
             Oh...
                  (he turns back)
             I want to speak with Walker's
             wife...  Do you have any idea where
             I can find her?

                       SCHREBER
             I'm afraid not.  I didn't know he
             was married.

Bumstead looks thoughtfully at the bizarre experiments one last
time, then turns and walks out the door.

                       BUMSTEAD
             Thanks once again.


EXT.  STREET  -  NIGHT

Walker steps up to a SMALL DOOR in the side of a building.  A
hanging sign depicts an underwater scene, crammed with fish, sea-
weed bubbles.  Dominating everything is a GREEN SCALED KING NEPTUNE.


INT.  KING NEPTUNE'S AQUARIUM  -  NIGHT

Walker stops in front of a ticket booth, beside a faded blue
curtain.  In the booth a TICKET SELLER is snoring with his mouth
hanging open, his head sagging.

Walker knocks on the window.  The man wakes with a start, rubs his
head.

                       WALKER
             I'm looking for Karl.

The man squints at Walker, nods groggily.

                       TICKET SELLER
             Upstairs.  Through there.

He thumbs the blue curtain.  Curls up, shuts his eyes again.

BEYOND THE CURTAIN

A dark room full of BUBBLING NOISES AND WATER DRIPPING  -  and
aquarium.  

Several corridors meander between large glass panels that look into
illuminated tanks of sea creatures.

Walker moves past a shadowy doorway.  He can barely make out STAIRS.


INT.  HALL-WAY  -  NIGHT

Walker moves cautiously in the darkness.  On a door a tiny NAMEPLATE
says:  K. WALKER  -  PROPRIETOR.  The door is unlocked. He opens
it and goes in.


INT.  KARL'S APARTMENT  -  NIGHT

An entrance hall of an apartment.  A large number of MOUNTED FISH of
all sizes line the hall.  Walker studies these.

A strange WHIRRING NOISE O.S.

                       VOICE O.S.
             John?

Walker turns to see an OLD MAN in his pyjamas sitting in a
WHEELCHAIR.  This is KARL WALKER, his uncle, a cigarette permanently
dangles from his mouth.

Karl pushes a lever on the side of the chair.  A whirr of electric
motors.  The chair carries him forward.

                       KARL
             We've been so worried about you.
             Are you alright, is there some kind
             of trouble?  It's been so long, I
             thought you'd forgotten your Uncle
             Karl?

                       WALKER
             Uncle  -  Karl.

Karl takes out his cigarette and smiles broadly, exposing a row of
stained teeth.  He wheels over and grabs Walker around the waist and
hugs him tight.

LATER

Walker and Karl are having a SLIDE-SHOW.  Karl runs the projector.
The room is thick with cigarette smoke.

                       KARL
             Not often I get a chance to show
             these.  I'm glad you asked to look
             at them.

Karl shows Walker images from his childhood...  Several family
portraits click by.  Walker examines these, concentrates on one in
particular  -  a young boy on a red bicycle...

Karl clicks through some more images, then:

                       WALKER
             Wait.

Karl stops on one particular shot  -  Walker's sister, his parents,
and Walker about nine, in the front yard of a beach house.

                       WALKER
                  (Cont.)
             Is that me?

                       KARL
             Yes.

                       WALKER
             Are they my parents?

Karl seems increasingly perplexed by the obvious questions.

                       KARL
                  (nods)
             And Martha.

                       WALKER
             Martha?

                       KARL
             Your sister, Martha.

Walker stands and walks across to the screen.  He examines the image
closely, patterns of colour play across his face.

Walker now notices something in the B.G. of the photo  -  A
BILLBOARD SIGN with a faded image of a girl in a bathing suit:
WELCOME TO SHELL-BEACH!  it says.

                       WALKER
             Know this place?

                       KARL
             Of course.  It's where you grew
             up...

                       WALKER
             Do you know how to get there?

                       KARL
             I haven't been there in years.  You
             would be relying on the memory of an
             old man.  I'd probably get us
             lost...

Walker continues studying the slide, totally mesmerised by it.

                       WALKER
                  (re: sunshine in picture)
             It's so...  bright there, isn't it?

                       KARL
             Oh, yes.  It's pretty...

                       WALKER
             The sky is blue.

                       KARL
             These pictures are very old.  They
             must have faded.

Walker looks at himself on the screen now.

HIS P.O.V.  -  the nine year old Walker smiling at camera  - so
tight on the image it's BLURRY WITH GRAIN.  ANGLE TILTS DOWN TO
REVEAL the young boy is clutching a small black notebook in his
hand.  On the cover is a colourful scrawl in child's writing:  HOW
THINGS WORK  -  BY JOHNATHAN WALKER AGE 9.

                       KARL
                  (Cont.)
             Can I keep going now?

Walker just nods.

Karl changes the slide now:  an image of Karl as a young man
standing against a brick wall.

                       KARL
                  (Cont.)
             This is a good one!  Look at me.  I
             was a handsome devil.

Karl is trying to find some humour in the situation  - Walker is
making him extremely uncomfortable.

                       WALKER
             What about my parents?  Do you know
             where they are?

KARL looks at him blankly.

                       WALKER
                  (Cont.)
             What's wrong?

                       KARL
             They're dead.  They've been dead for
             years.  Since you were a child...
             I looked after you.  What is it,
             John, why are you asking me these
             questions, don't you remember?

Walker stands and walks to the window  -  looks out at the city.

                       WALKER
             My sister  -  is she dead too?

UNCLE KARL stares at Walker extremely troubled now.  But suddenly
the old man breaks into a big laugh.

                       KARL
             You had me there for a minute.  Such
             a joker!  Like your father.

Walker doesn't laugh, but Karl is satisfied with his explanation of
Walker's strange behaviour.

                       WALKER
             Did you keep any of my things, from
             when I was a boy?

                       KARL
             I cleared out your room.  But I
             think your sister put some of your
             stuff in the attic.  I don't know
             what's up there  -  damn steps.
             Whatcha looking for?

                       WALKER
             I don't know exactly.


INT.  ATTIC  -  LATER

A door opens against black and we see Walker and Karl at the bottom
of a flight of stairs.  Walker starts to edge his way up into
darkness.

                       KARL
             Don't trip over.  It's dark up
             there.

TIGHT ON a light switch  -  it is flipped.

WIDE ON THE ATTIC  -  full of books, boxes, discarded possessions.

In a small wooden box are several toys he examines with great
interest.

Walker picks up a book and opens it  -  the pages have been eaten
out by a swarm of ROACHES.  He drops it in disgust as the insects
scurry over his hands.


INT.  CORRIDOR/MEI'S BUILDING  -  NIGHT

A FAT MAN in a suit exits Mei's door, looks around, and paces
rapidly away down the corridor, adjusting his tie and fumbling with
his coat.

AS THE CAMERA PANS with him, it picks up several shadows climbing
the stairs towards the landing.


INT.  MEI'S APARTMENT  -  NIGHT

MEI is walking towards the wooden screen, tying her robe around her
waist.  As she walks she says something in her own language,
speaking to the UNSEEN PERSON behind the screen established earlier.

There is a KNOCK O.S.

Mei stops, walks to the door, saying something else as she does so.


INT.  CORRIDOR/MEI'S BUILDING  -  NIGHT

The door swings open.  Mei is smiling, but suddenly looks
frightened.

REVERSE ANGLE  -  MISTER HAND, MISTER SLEEP, and entourage stand in
the corridor.

Almost immediately Mister Hand pushes into the room.  One of the
Strangers grabs Mei and puts a hand across her mouth.  Mister Sleep
enters last, shutting the door behind him.


INT.  KARL'S APARTMENT  -  NIGHT

Walker and Karl are standing in the open doorway of a small bedroom.

PAN AROUND ROOM  -  Walker's when he was a boy.  Most of the things
have been put away, but there are still a few mementoes from his
childhood.

Karl points at the tiny single bed.

                       KARL
             You can sleep here tonight.  It's
             late, we'll get you home tomorrow.

Walker smiles and steps into the room.

                       KARL
                  (Cont.)
             It's good to see you again.

The old man smiles and shuts the door as he leaves.

Alone, Walker looks around the room.  He steps across to a small
desk by the window.

ANGLE ON  -  Another picture of his parents, framed on the desk.

Walker picks this up and looks at it.  Then he opens the drawer in
the desk.

Inside he finds a SMALL DOG-EARED DRAWING BOOK.  He pulls this out.

It's the book he saw earlier  -  from the slide:  HOW THINGS WORK  -
BY JOHNATHAN WALKER, AGE NINE.

Walker sits down and flips through the book in the dim light.  Page
after page is filled with neat handwriting and drawings.  As he
reads the book he seems more and more disturbed.  He flips through
faster and faster.

HIS P.O.V.

Pages flip past, stopping occasionally.  Glimpses of DIAGRAMS.  The
STRANGERS and THEIR WORLD.  Cross-sections of the STRANGERS, the
cavity in their head with the INSECTS INSIDE clearly illustrated.

PUSH IN CLOSE on Walker.  He looks up, STUNNED.


INT.  KOWOLSKI'S APARTMENT  -  NIGHT

Kate is crying hysterically.  A COP is with her trying to calm her.

Bumstead enters and walks to ANOTHER COP speaking on the phone.

                       BUMSTEAD
             What's up?

The cop gestures towards Kowolski's bedroom.


INT.  KOWOLSKI'S BEDROOM  -  NIGHT

The door swings open, unlocked.  Bumstead enters.  The room is pitch
dark.

An eerie silence.

Bumstead's foot bumps something.  He looks down to see:

KOWOLSKI  -  slumped over the shotgun wedged in his mouth.  A huge
eruption of blood on the wall behind his body.

                       COP O.S.
             Looks like it's gonna be a busy
             night.

Bumstead turns to see the cop standing in the doorway.

                       COP
                  (Cont.)
             They found another one.

Bumstead nods and turns back to Kowolski's body.  In the gloom he
notices something else on the wall.

He finds a cigarette lighter on the floor  -  lights it...

The walls are covered in elaborate but hastily scrawled IMAGES.
Figures in long coats, with knives, insects, and a legend, it says:
WE ARE LIVING IN SOMEBODY'S DREAMS.


EXT.  AERIAL  -  FLYING HIGH ABOVE THE DARK CITY

The city is layed out like some kind of intricate aerial map.  All
around is darkness, but to one side the ocean shimmers in the
moonlight.

CAMERA MOVES IN AND DOWN

There is an illuminated SPIRAL down there, as we get closer we can
see it is a road that runs from the center of the city, outwards,
and ends at the ocean.

CAMERA CONTINUES DESCENT

A TINY FIGURE runs, mid-point along the spiral, amidst a dark
network of surrounding buildings, and AS THE IMAGE TIGHTENS we see
it is Walker.


INT.  KARL'S APARTMENT/WALKER'S OLD BEDROOM  -  NIGHT

Walker startles awake to the SOUND OF:  Uncle Karl snoring in the
next room.

He's lying on the tiny bed.  The room is dark except for a reading
lamp.  The little notebook lies open on his chest.

Walker stands and steps to the window.  As he turns to go CAMERA
PUSHES TO THE WINDOW AND TILTS DOWN.


EXT.  ALLEYWAY  -  NIGHT

IN THE ALLEYWAY BELOW  -  four figures enter the building.  The last
one stops and LOOKS UP.  Even from this distance it's obviously
Mister Hand.


INT.  CORRIDOR/KARL'S BUILDING  -  NIGHT

Walker exits Karl's apartment, heads down a corridor.  He sees some
stairs and takes them.


INT.  ANOTHER CORRIDOR/KARL'S BUILDING  -  NIGHT

Walker steps into a waiting elevator.  Punches the top floor button.


INT.  ELEVATOR  -  NIGHT

Walker looks through the circular window in the door.

HIS P.O.V.  -  Floor after floor SLIDES PAST  -  deserted.  He looks
at the floor indicator.

TIGHT ON NUMBERS lighting up:  16, 17, 18...

Then the elevator stops, the doors open.


EXT.  ROOF/KARL'S BUILDING  -  NIGHT

Walker steps out onto the crumbling rooftop and gazes out over the
city.


INT.  KARL'S APARTMENT  -  NIGHT

TIGHT ON  -  The front door's handle turning.

THE DOOR swings open  -  SHADOWS move into the room.

ANGLE ON KARL  -  snoring with his mouth open  -  PAST HIM through
a doorway  -  OUT OF FOCUS  -  figures move about the room.


INT.  CORRIDOR/KARL'S BUILDING  -  MOMENTS LATER

Walker is heading back to Karl's apartment when he hears something
MOVING UP the corridor towards him.  It's dark and he can't make it
out.  HE STOPS, peers into the shadows.

TIGHT ON A DAGGER  -  held in a small hand, scraping against a wall
as it moves.

WIDER  -  Mister Sleep advances towards Walker.


INT.  ANOTHER CORRIDOR/KARL'S BUILDING

Walker tears around a corner  -  a dead-end.  Nowhere to go.  He can
hear SCRAPING approaching, behind him.

He notice A GRILL on a wall ABOVE HIS HEAD.  He pulls it off, climbs
into an incredibly tight duct.


INT.  AIR DUCT  -  NIGHT

ON WALKER  -  as he crawls frantically.

He sees a LIGHT ahead.  An opening.  He kicks the grill off.  A
sudden gust of wind.

HIS P.O.V.

The duct has led him to the outside of the building  - nowhere to go
except twenty stories STRAIGHT DOWN.  He turns to start crawling
back.

SWISH PAN REVEALS  -  MISTER SLEEP at the end of the duct  -  he's
followed Walker in and is crawling forward, clutching a knife
between his teeth.

No choice  -  Walker looks out the hole.  SEES A PIPE on the outside
of the building, running vertically near the opening.  It looks
impossible but it's his one chance.


EXT.  AIR DUCT/KARL'S BUILDING  -  NIGHT

Walker climbs out, balancing himself on the lip of the opening,
REACHES for the pipe.


INT.  AIR DUCT

Mister Sleep is almost upon him.


EXT.  AIR DUCT/KARL'S BUILDING  -  NIGHT

Walker swings across, gets a HAND on the pipe.  He slips, DANGLES
holding on  -  one hand on the pipe, one on the edge of the hole.
The pipe is greasy, slippery, he can't get a grip.

O.S. A MECHANICAL CLICKING  -  WALKER TURNS to see Mister Sleep
PERCHED on the edge of the hole, inches from his hand.  A soft noise
reverberates in Mister Sleep's throat.  He's holding the knife in
his hand now, BRINGING IT DOWN on Walker's fingers.

TIGHT ON WALKER'S EYES  -  sweat beads and runs down his forehead.

TIGHT ON THE BLADE  -  as it cuts into flesh.  BLOOD runs down his
arm, spatters Walker's face as he grimaces with pain.  He lets go...

...AND FALLS, PLUMMETS thtough space.

TIGHT ON WALKER'S FACE

His eyes are shut tight.  He's ready to die, but the ground never
comes.  He opens his eyes, slowly LOOKS AROUND...


EXT.  CANAL  -  NIGHT

WIDER ANGLE

Walker FLOATS IN MID-AIR, hovering ten feet or so above a dark body
of water.  He looks frightened.

Still floating.

He TENSES his body and slowly he starts to MOVE FORWARD, hovering at
an even height over the water.

WIDER STILL

SEVERAL ANGLES of Walker levitating across the harbour, past half-
sunken buildings and rusted ships.

TIGHT ON WALKER  -  He comes to a stop.  Smiles in utter amazement.
Then he PLUMMETS into the water, like a trap-door has opened beneath
him.

ANGLE ON BUBBLES floating to the surface.  Walker's FACE breaks the
surface.

He swims across to the bottom of A PIER, climbs a rotten ladder.

THE CAMERA CRANES UP with Walker as he climbs to the top of the
pier.  Walker runs off, leaving a trail of wet foot-prints behind.


INT.  STAIRWELL/MEI'S BUILDING  -  NIGHT

A small annoying dog is yapping frantically in a doorway.  Cops move
past, and up the stairs to the NEXT LANDING, as an overly-made-up
WOMAN pulls on the dog's leash trying to stop it from nipping cops'
ankles.

Bumstead is standing beside the woman.

                       WOMAN
             She always had strange types visit
             her, but I didn't see or hear
             nothing this time.  Poor, sad,
             creature...

                       BUMSTEAD
             Thank you.

He is about to walk up the stairs but the dog is in his way.

TIGHT ON THE DOG  -  it bares its teeth and growls.


INT.  MEI'S APARTMENT  -  NIGHT

A HIGH ANGLE on the slain body of Mei.  COPS wander about the dark
room.  Bumstead walks up to Capek who is examining the body, with
Husselbeck standing beside him.

                       CAPEK
             All the same wounds.  It's
             definitely him.
                  (indicates Mei's corpse)
             But there's something else.

Capek points to a small wound on Mei's neck.

                       CAPEK
                  (Cont.)
             These have me stumped.  The other
             girl we found had one just like it  -
             see the way the edges are
             perforated?

                       BUMSTEAD
             Yes.  It looks like a bite.

                       CAPEK
             Only there was no trace of saliva  -
             and the diameter of the wound is too
             narrow to have been made by a normal
             adult.
                  (looks at Bumstead)
             Know who she is?

                       BUMSTEAD
             A prostitute.  She lived here.

A YOUNG COP steps up to Husselbeck, glancing at Bumstead.

                       YOUNG COP
             She won't come out.

Husselbeck leads Bumstead behind a WOODEN PARTITION.


INT.  MEI'S APARTMENT/AN ADJOINING ROOM

A small area neatly arranged  -  a double bed, various possessions.
Dozens of CHILDREN'S DRAWINGS are pinned to the walls.  Someone
obviously lives here.  The room is empty however.

                       HUSSELBECK
             We found a young girl.  We think
             it's her daughter.

BUMSTEAD looks at Husselbeck:  Where is she?

Husselbeck nods towards THE BED.

Bumstead steps over, bends down and lifts the bed-spread.  In the
shadows underneath, he can make out A FACE.

TIGHTEN ON A LITTLE GIRL  -  hiding, clutching a bundle.
Terrified, she edges away from Bumstead.

Capek steps into the room.

                       BUMSTEAD
                  (to little girl)
             Come on.  I won't hurt you.

Then Bumstead gets a better look at what she's holding.  Bumstead
looks around at Capek.

                       BUMSTEAD
                  (Cont.)
             She's got a baby with her.

Then Bumstead notices something, past Capek.

HIS P.O.V.

The wooden screen.  The CAMERA MOVES IN steadily, into a crack
running along the length of the screen  -  we can see the room on
the other side, with cops moving about.

                       BUMSTEAD
                  (Cont.)
             My God, Capek.  She saw
             happened here.


EXT.  BUILDING  -  NIGHT

MOVE IN ON a doorway.  Above it a small illuminated red sign: DOCTOR
D.P. SCHREBER.

REVERSE ANGLE ON WALKER  -  standing on the street, under the sign.
His clothes are still wet.


INT.  CRENSHAW'S CAR  -  NIGHT

PULL BACK OFF Walker entering the door beneath Schreber's sign TO
REVEAL Crenshaw parked in a car across the street.


INT.  SCHREBER'S WAITING ROOM  -  NIGHT

A white room, bare, dirt stains the walls near the air-vents.  A
NURSE is typing behind her desk.

The front door creaks open and Walker enters.

MOVING ANGLE  -  as the nurse silently watches Walker step up to her
desk.

                       WALKER
             I'm here to see the doctor.

                       NURSE
             Who should I say..?

He leans across her desk.

                       WALKER
             No idea.  Just get him.  Now.

The nurse looks frightened.

                       SCHREBER O.S.
             Mister Walker.

Walker turns to see Schreber standing in a doorway across the room.


INT.  SCHREBER'S SURGERY  -  LATER

THE CAMERA GLIDES down a corridor, towards a door  -  a sign says,
DOCTOR IS:  IN.


INT.  SCHREBER'S OFFICE

Walker sits in a leather chair across from an ornate desk.

                       WALKER
             I want some answers.

Schreber paces in front of glassjars containing preserved specimens.
He looks impatient, lost in thought.

                       SCHREBER
             Yes.  Of course.
                  (looks at Walker  -
                   smile)
             And you remember nothing?  Not even
             a detail?

Schreber steps across to a small bar, pulls out a couple of glasses.

                       WALKER
             You think I haven't tried?  It's
             like there was never anything there.
                  (calms himself)
             Just waves.

                       SCHREBER
             Waves?

                     WALKER
             The sound of waves.  I remember a
             woman.  I don't even know what she
             looks like  -  just her voice.

Walker removes the bottle of pills from his pocket as he speaks, and
tries to open the lid.  His hands are trembling so much, he drops
the bottle and they spill everywhere.

                       WALKER
                  (Cont.)
             Dammit.

                       SCHREBER
             What's this about?

Walker is down on the floor, picking up pills.  He stops, looks up.

                       WALKER
             Another head-ache.  I haven't been
             sleeping much...

                       SCHREBER
             Why not?

                       WALKER
             Because when I sleep, I dream.

                       SCHREBER
             I have something better...

He hands Walker a glass.  Walker notices that Schreber's hand is
shaking.

Walker accepts the glass.

Schreber toasts him and drinks.  Walker places his own glass down on
a table without touching it.

                       SCHREBER
                  (Cont.)
             What does she say?  This woman.

                       WALKER
             Asks my name.  Over and over.  Like
             a broken record.  Only thing is, I
             got no idea what my name is.

                       SCHREBER
             Your name is John Walker.

Walker says nothing but you can tell he doesn't believe it.

                       SCHREBER
                  (Cont.)
             Tell me about these dreams of
             yours...

Walker stands.

                       WALKER
                  (cuts in)
             Why don't I ask you a few questions.

                       SCHREBER
             If you like.

                       WALKER
             You're supposed to be my doctor,
             right?

                       SCHREBER
             Correct.

Walker is very agitated now, his voice is getting edgy.  He reaches
across abruptly, GRABS the doctor.

                       WALKER
                  (angry now  -  shouting)
             You know something about me, out
             with it!  Let's stop playing stupid
             games!  There's something completely
             insane going on here.  I want you to
             start talking!

The doctor is obviously frightened.

                       SCHREBER
             Please, John, I'm here to help you.
             But we must take things in easy
             steps...

Walker backs off.  Tries to calm himself.  He sees his drink waiting
for him, grabs it, and downs it in a single gulp.


INT.  STREET  -  NIGHT

Bumstead is getting into his car, deep in thought, when his radio
crackles.

                       CRENSHAW O.S.
             Inspector.  Hello, inspector.

He grabs the radio.

                       BUMSTEAD
             Crenshaw.

                       CRENSHAW O.S.
             Inspector, I've been trying to reach
             you for twenty minutes.  I have
             something to report...


INT.  HALL-WAY (SCHREBER'S RESIDENCE)  -  LATER

Schreber's office is an annex of his living quarters  -  a maze-like
series of rooms and halls.  Walker is led down a dark hall by
Schreber, clutching a candle.

                       SCHREBER
             Whole damn wing lost power.
             Wiring's old.  Keep meaning to get
             it fixed.
                  (glances back at Walker)
             I don't blame you for getting angry.
             You are in a frustrating situation.
             You must be patient.  Trust me
             completely.

Walker nods, extremely troubled.

                       SCHREBER
                  (Cont.)
             I'll do all I can to help you.

Schreber puts a hand on Walker's shoulder.

                       SCHREBER
                  (Cont.)
             Here we are.

They've stopped outside a door.


INT.  EXAMINATION ROOM  -  SAME

A small bare room, much like an operating theatre.  Clean and
efficient.

The door swings open to reveal Schreber.

                       SCHREBER
             After you.

Walker enters, looks around.  When he turns to face the doctor
again, Schreber is holding a gun level at Walker's stomach.

                       SCHREBER
                  (Cont.)
             I want you to sit down in that
             chair, and bind your hands with the
             straps.

Walker looks incredulous.

                       WALKER
             What?

                       SCHREBER
             I didn't want it to be like this,
             Mister Walker, but there really is
             no time.  Now, sit in the chair.

Walker steps over to the chair in question, notices there are
LEATHER STRAPS for wrists, ankles and head.  He complies with the
Doctor's orders.

                       SCHREBER
                  (Cont.)
             We've got so much to talk about, you and
             I...

Schreber tightens the last of the straps.  Walker is completely
immobile.

Schreber puts down the gun now and pulls out his leather bag we saw
him carrying earlier.  He opens it and removes a glass syringe.

                       SCHREBER
                  (Cont.)
             I'm going to teach you things.
             Things about yourself you didn't
             know.  Let me show you something.
             Look at this syringe.

Walker stares blankly at him for a moment, then:

                       WALKER
             Why?

                       SCHREBER
             Look at it!

Walker reluctantly does so.

                       SCHREBER
                  (Cont.)
             Concentrate.  Imagine the syringe
             rising.  Visualise it floating above
             the table.

TIGHT ON WALKER

                       SCHREBER
                  (Cont.)
             Do it!

WALKER'S P.O.V.

The syringe starts to vibrate, actually RISES INTO THE AIR  - floats
stationary between Walker and Schreber.

                     WALKER
           It's a trick.

                     SCHREBER
           No it isn't.  You are doing it!  You
           know you are doing it.

Suddenly the syringe spins towards the doctor, IMPALES itself in his
shoulder.  He yelps, grabs it, pulls it out.

Walker looks amazed.

                       SCHREBER
                  (Cont.)
             You see!

Walker believes  -  he did do it.

                       SCHREBER
                  (Cont.)
             I can make you understand so
             easily...
                  (points at syringe again)
             Now you must relax.

He's tapping the side of the syringe, squirting out air bubbles.

                       SCHREBER
                  (Cont.) (smiles)
             You are not a killer, you are as
             innocent as a new born babe.

                       WALKER
             You know who they are  -  the men
             following me?

                       SCHREBER
             Ah, our friends in black...  that's
             rather complicated I'm afraid.
             John, there has been an experiment,
             a dangerous experiment.  I arranged
             it, but things did not go as they
             should have.  You have been left  -
             blank  -  I can fix that with this.

                       WALKER
             What is it?

                       SCHREBER
             It's okay.  Everyone gets one  -
             very much like this...
                  (points to syringe)
             But this one's special.  It will
             help you understand...
                  (lowers syringe to
                   Walker's forehead)
             There might be some pain, but things
             will be easier this way.

                       WALKER
             Who am I!  Tell me, damn you!  Tell
             me who I am!

He lowers the syringe to Walker's forehead.

TIGHT ON WALKER'S RIGHT HAND  -  Walker suddenly finds THE STRAP IS
LOOSE...

                       SCHREBER
             Relax, John, in thirty seconds
             you'll know everything.

Walker and lashes out, PUNCHES the doctor in the face.  His glasses
go flying, and he falls to the floor, blinded, scrambling for the
spectacles.

Walker quickly frees himself from his remaining bonds.  He undoes
the last strap around his ankles as the doctor replaces his glasses
and leaps at him trying to drive the syringe INTO WALKER'S FOREHEAD.

Each man tries to turn the syringe on the other.  They fall against
a tray of medical instruments.

Walker is pinned down with the syringe INCHES from his face.

ANGLE ON THE DOOR  -  it bursts open.  A SILHOUETTE is revealed,
aiming a gun.

                       BUMSTEAD
             Hold it!

Schreber and Walker FREEZE in mid-struggle, look at Bumstead.
behind him, the nurse stands startled in the hallway.  No one moves,
no one knows what to do next.

Bumstead steps forward, throws handcuffs to Schreber.

                       BUMSTEAD
                  (Cont.)
             Put those on him.

Schreber complies.  Bumstead keeps the gun levelled at both men.

                       BUMSTEAD
                  (Cont.) (to Schreber)
             What's going on?

                       SCHREBER
             He is more disturbed than I thought
             inspector.  I never thought he would
             attack me the way he did, but I
             don't want to press charges...

While Schreber speaks, Bumstead searches Walker, finds the revolver,
takes this.  Also takes his wallet.

Bumstead doesn't notice Schreber edging towards a tray of
instruments.

                       BUMSTEAD
                  (to Schreber)
             I'd like you to come with me for
             questioning.

Schreber nods silently.  Then LASHES OUT with the scalpel SLICING
AIR an inch in front of Bumstead's face.  Bumstead falls back, trips
on a table leg and hits the floor, dropping the GUN.

He immediately scrambles for it, aims at Walker who is fixed to the
spot, then whirls to see Schreber has FLED, the door swings in his
wake.

Bumstead runs to the door.

HIS P.O.V.  -  maze-like corridor stretches away into darkness on
both sides.  No sign of Schreber.


EXT.  CITY STREETS  -  NIGHT

Bumstead's BLACK SEDAN drives down a wide street between tall
buildings.


INT.  BUMSTEAD'S CAR  -  NIGHT

WALKER and the INSPECTOR drive silently.

                       WALKER
             The doctor is crazy, you know.
                  (beat)
             I guess insane people always say
             that about their doctors, huh?

Bumstead ignores this.

                       WALKER
                  (Cont.)
             You think I'm the killer?

                       BUMSTEAD
             What I think, is of no consequence
             right now.

                       WALKER
             I didn't kill anyone.

Bumstead says nothing.


INT.  POLICE STATION/VARIOUS  -  NIGHT

A SHAKY FINGER presses down on the sticky surface of a page.  It
pulls away revealing an inky finger-print.

WIDER

Walker is standing in a bare room, in front of a finger-printing
machine.

ANOTHER ANGLE  -  Walker stands against a wall, in front of a
camera.  He holds a sign with a number in front of him.  A flash
goes off, the click of a shutter.

                       VOICE O.S.
             Left  -  profile.

He turns to the left  -  the camera fires.

                       VOICE O.S.
             Right  -  profile.

To the right.  The camera fires again.


INT.  LINE-UP ROOM

LIGHTS COME ON  -  extremely bright.  Markings on the white wall
behind Walker indicate varying heights, a darkened window faces him.


INT.  OBSERVATION ROOM

BEHIND THE GLASS  -  we see several silhouettes, unseen by Walker.
We recognize the voice of Bumstead.

                       BUMSTEAD
             Is that him?

                       WOMAN 1
             He's the one.

                       MAN 1
             Yes.

                       WOMAN 2
             I think so.  Yes, that's him.


INT.  LINE-UP ROOM

Walker blinks into the lights.


INT.  CORRIDOR/POLICE STATION  -  LATER

Walker is dragged along by TWO BIG GUARDS.


INT.  INTERROGATION ROOM  -  LATER

TIGHT ON WALKER  -  dazed, exhausted, squinting from the lights.
The questioning has been going on for some time.

                       STROMBOLI O.S.
             What.  Is.  Your.  Name?  It's a
             simple question.

                       WALKER
             I told you, I don't remember.

                       STROMBOLI O.S.
             You don't remember?

Walker shakes his head slowly and looks at the floor.

WIDER  -  A featureless OVER-LIT room.  STROMBOLI stands over him.
BUMSTEAD and TWO GUARDS stand in the B.G.

Bumstead picks up an envelope,removes a SERIES OF PHOTOS, hands
these to Stromboli.

                       STROMBOLI
                  (Cont.)
             John...

He throws the first photo down on the table in front of Walker.  A
black and white of a murder victim.

                       STROMBOLI
                  (Cont.)
             ...Murderer.

Another photo goes down.  Another victim.  Another and another.
Each more grisly than the last.

                       STROMBOLI
                  (Cont.)
             Jog your memory?

WALKER says nothing.

                       STROMBOLI
                  (Cont.)
             How about this one?

WALKER'S P.O.V.  -  down goes a photo of Mei, horribly mutilated and
very dead.

                       WALKER
             God.  No.

He starts to shake.  Then throws himself forward across the table
trying to reach Stromboli.  He's in a rage.

                       WALKER
                  (Cont.)
             Bastard!

The guards restrain him, plant him back on the chair.

                       STROMBOLI
             We count eight so far.  Anyone we
             missed?

Walker is sobbing now.

                       WALKER
             I told you  -  I didn't kill
             anyone...

                       STROMBOLI
             C'mon, Walker.  We can place you at
             several of the crimes.  Your wife
             couldn't verify your whereabouts.

                       BUMSTEAD
             Where have you been for the last
             three weeks?

Walker looks utterly lost.

                       WALKER
             I don't remember.

                       STROMBOLI
             What do you remember?

                       WALKER
             I don't remember anything before I
             woke up in the hotel...

                       STROMBOLI
             What were you doing there?

                       WALKER
             I don't know...

                       BUMSTEAD
             What's the doctor got to do with
             this?

                       WALKER
             I...  don't know...  Please...

                       STROMBOLI
                  (to guards)
             Okay.

THE GUARDS immediately GRAB Walker by his arms and carry him off.

Stromboli and Bumstead watch him go.

                       STROMBOLI
                  (Cont.)
             I'm not buying this amnesia stuff.


EXT.  POLICE COMPOUND  -  SAME

Walker is taken through a compound between buildings.  Behind a wire
mesh fence, a SMALL CROWD OF CITIZENS hurl abuse and trash at him.

                       CROWD
             Murderer!  Pig!  Bastard!

The guards push Walker through a door and he's gone.


INT.  POLICE VISITING ROOM  -  NIGHT

Walker is led into an empty room with a glass barrier down the
middle.  The guards sit him in a chair, then leave the room.

The door on the other side of the barrier opens with a squeak  -
EMMA WALKER steps in, looking nervous.  WALKER ignores her as she
steps over and sits in front of him.

                       EMMA
             John?

Walker is looking down at the desk  -  he says nothing.

                       EMMA
                  (Cont.)
             They told me I could come see you...

He still says nothing.

                       EMMA
                  (Cont.)
             I'm your wife, John.

He looks up now.


INT.  BUMSTEAD'S OFFICE  -  NIGHT

TIGHT ON  -  Walker's belongings spread out on Bumstead's desk.  The
photo of Emma, the postcard, the wallet...

Bumstead is flipping through Walker's notebook, totally absorbed,
when Crenshaw enters.

                       CRENSHAW
             Sir, it's about the little girl...
             The prostitute's daughter...

                       BUMSTEAD
                  (lost in thought)
             Mmm-hmm.

                       CRENSHAW
             She still won't speak.  But she did
             this...

Crenshaw hands Bumstead a crumpled sheet of paper.

HIS P.O.V.

A DRAWING.  Two men, stick figures, dressed in black, with
impossibly long knives, slash at a screaming woman.

Unmistakeable  -  STRANGERS.


INT.  POLICE VISITING ROOM  -  LATER

Walker and Emma face each other through the glass barrier.

                       WALKER
             I thought it would make more sense.
             I've got the pieces now, but when
             I put it all together it's...  it
             feels wrong...  You're telling me
             about somebody else...

                       EMMA
             No.  I wouldn't lie to you.

Walker stands and turns his back on Emma, walks across the room.  He
watches his reflection in a mirror.


INT.  POLICE OBSERVATION ROOM  -  NIGHT

BEHIND THE MIRROR

Bumstead steps into a dark OBSERVATION ROOM.  A lone COP stands
beside a turning tape-recorder.  We can hear the filtered voice of
Emma through a speaker.

                       EMMA
                  (filter)
             I need you.  I...  Please, John
             you're hurting me so much.

Bumstead watches the couple through the glass.

                       EMMA
                  (Cont.) (filter)
             You make me feel like I don't exist,
             like I'm not real any more.


INT.  POLICE VISITING ROOM

Walker turns to look at her.  She's crying, but she looks down,
fumbles with coat, then starts to open her blouse...

                       EMMA
             Look at me John.  You used to tell
             me I was beautiful.  Don't you think
             I'm beautiful any more?


INT.  POLICE OBSERVATION ROOM

Bumstead watches Emma.  He glances away, feels immoral watching this
private moment.


INT.  POLICE VISITING ROOM

Walker steps over to her.

                       WALKER
             Stop it.  I'm not trying to hurt
             you...

She looks at him, then Emma puts her face in her hands, overcome
with tears.

                       WALKER
                  (Cont.)
             Don't cry.  What's your name?

                       EMMA
                  (still sobbing)
             Emma.

                       WALKER
             Of course...  It's a beautiful name.

                       EMMA
             I feel worthless.  I want to help
             you, but I don't know how.

                       WALKER
             You can help.

He looks at her intensely.

                       WALKER
                  (Cont.)
             Have you heard of a place called
             "Shell Beach"?

                       EMMA
             It's your home town...

                       WALKER
             How do I get there?  Tell me.

It seems so obvious, but she smiles because she's happy to be doing
something for her husband.

                       EMMA
             Sure.  I'll tell you.  You...

She trails off into silence.  Her hand, about to point in a certain
direction, freezes in mid-air.

                       EMMA
                  (Cont.)
             ...funny, I don't remember.

Walker sits back down quietly.

                       WALKER
             Yeah.  Funny.


INT.  POLICE OBSERVATION ROOM

                       CRENSHAW O.S.
             Inspector.

Bumstead turns to look over his shoulder at Crenshaw.

                       CRENSHAW
                  (Cont.)
             I have a call for you in your
             office.

                       BUMSTEAD
             Can it wait?

                       CRENSHAW
             I don't think so.  It's Walker's
             doctor.


INT.  BUMSTEAD'S OFFICE  -  NIGHT

Bumstead and Crenshaw enter.  Bumstead grabs the receiver from the
desk.

                       BUMSTEAD
             Schreber, is that you?

                       SCHREBER O.S.
             If you're smart you'll listen to
             what I have to say, Bumstead, and do
             exactly as I tell you...


INT.  POLICE STATION CORRIDOR  -  LATER

BUMSTEAD steps from his office and heads down an empty corridor.

                       VOICE O.S.
             Bumstead!

Bumstead turns to look down the corridor.  He sees STROMBOLI peeking
out of his office door.

                       STROMBOLI
             We need to talk.  Immediately.


INT. STROMBOLI'S OFFICE  -  NIGHT

Bumstead enters.  A nervous CHIEF-INSPECTOR is pacing in front of
the glass wall that looks out over the precinct foyer.

                       STROMBOLI
             Bumstead, you've excelled.  I'm
             very grateful.  But I'm passing this
             case on to higher authorities.

                       BUMSTEAD
             I don't follow.

                       STROMBOLI
             Your work is done.

                       BUMSTEAD
             I have to tell you, I think you're
             making a mistake.  We've only
             scratched the surface...

                       STROMBOLI
             Perhaps.  But I must follow orders.

                       BUMSTEAD
             Walker is not responsible for the
             murders, but I think he knows who
             is...

                       STROMBOLI
                  (cuts in)
             That's enough, Bumstead, you're in
             above your head.  You've done your
             job, now back off.

                       BUMSTEAD
             What's going to happen to Walker?

Stromboli points through the glass.  Bumstead can see THREE STRANGE-
LOOKING MEN in ill-fitting brown suits, dark sunglasses, and hats,
waiting impatiently in the foyer.

                       STROMBOLI
             Those gentlemen are here to move him
             to a high-security facility.  It's
             out of our hands now.

Bumstead suspiciously eyes the men.

                       BUMSTEAD
             Who authorised this?

Stromboli waves about a wad of documents in his hand.

                       STROMBOLI
             All the papers are in order.  They
             have very high authority.  That is
             all, inspector.

Bumstead doesn't move, he is about to say something more, but then
he spins and leaves.


INT.  POLICE STATION FOYER  -  SAME

ANGLE ON  -  the GROUP OF BROWN-SUITED MEN  -  they stand around
awkwardly, not speaking.

Suddenly Bumstead walks right into THE TALLEST of the men, knocking
him off-balance momentarily.

                       BUMSTEAD
             Excuse me.  Sorry.

As the TALL MAN straightens himself, Bumstead notices that the
man's moustache is LOP-SIDED.  The other two men look on in the B.G.

Bumstead heads off.  Glancing back, he motions to the TALL MAN that
his moustache needs adjustment.

TIGHT ON THE TALL MAN  -  we see it is MISTER HAND behind the
disguise.


INT.  HOLDING CELL  -  NIGHT

Walker is staring blankly ahead at a small metal table across the
room.  He concentrates, anger is simmering.

ANGLE ON THE TABLE  -  one of the legs starts to buckle slowly, then
another, like an invisible force is pressing down HARD on the table.

KEYS RATTLE in the metal door of his cell.  The door swings open.
Walker looks up to see Bumstead standing in the doorway.

The two men look at each other for a SILENT BEAT.


INT.  BUMSTEAD'S OFFICE  -  NIGHT

Crenshaw steps in.  She's about to start filing the towering
collection of paperwork on her desk but she notices something.

TIGHT ANGLE  -  a lone RED ROSE sits on her desk.

She picks it up and looks at it quizzically, as behind her:


INT.  CORRIDOR/POLICE STATION

STROMBOLI and the STRANGERS walk past the doorway.

They walk up a short flight of stairs and head towards the holding
cell at the end of the corridor.

Stromboli is the first to get there and fumbles for the key in his
pocket.


INT.  POLICE HOLDING CELL  -  WIDE

Stromboli opens the door and steps in.  His face drops.  Walker is
gone.

The Strangers fill the door behind him.  Stromboli doesn't know what
to say.


EXT.  CITY STREET  -  NIGHT

Bumstead's car is travelling FAST.


INT.  BUMSTEAD'S CAR  -  SAME

Walker looks at the inspector  -  street lights pass over Bumstead
as he stares at the road.

                       WALKER
             If I didn't know better, I'd say you
             just helped me escape.

Bumstead says nothing, but hands Walker a file.

                       BUMSTEAD
             Everything the department knows
             about Johnathan Walker is in here.

Walker flips through it.  Details of Walker's history.

                       BUMSTEAD
                  (Cont.)
             Age thirty one.  Brown hair.  Green
             eyes.  Five feet, ten and a half
             inches tall.  Until recently worked
             for a firm manufacturing scientific
             equipment.  Wife's name  -  Emma.
             Father and mother  -  Harold and
             Edith.  Both dead.  Raised by his
             uncle, Karl Walker, from the age of
             twelve.  A family history of mental
             instability...  etcetera.

                       WALKER
             You know me better than I do.  Why
             are you showing me this?

                       BUMSTEAD
             Because I don't believe any of it.

Walker looks at him.  Bumstead turns, a trace of a smile on his
lips.

                       BUMSTEAD
                  (Cont.)
             You are an enigma, Mister Walker.
             And I'm going to solve your little
             puzzle.

Bumstead looks back at the road.

                       BUMSTEAD
                  (Cont.)
             So tell me everything that has
             happened to you since you woke up in
             that hotel room, and leave nothing
             out; no matter how implausible.


INT.  UNDERWORLD/DARK CHAMBER  -  NIGHT

DOCTOR SCHREBER is led into the room by Mister Hand.  The doctor
sits at the head of a boardroom-style table.  He's cold, pulls his
coat up about his neck.  The long table is lined on both sides with
immobile STRANGERS.

A DARK FIGURE walks into the room, steps to the other end of the
table.  It's MISTER BLACK.

                       MISTER BLACK
                  (to Strangers)
             Gentlemen.
                  (peers at Schreber)
             Doctor.

He sits.

                       MISTER BLACK
                  (Cont.)
             It is clear to you we are unhappy,
             yes?

                       SCHREBER
             Yes, of course.  I...

Mister Black waves his hand to silence Schreber who immediately
complies.

                       MISTER BLACK
             We find ourselves in an interesting
             situation.  Our friend is making
             quite a nuisance of himself.  He
             know things.

There is a general murmur of concern amongst the gathered Strangers.

                       MISTER BLACK
                  (Cont.)
             Explain to us, Doctor.  Why is the
             situation like this?  Yes?

Schreber seems distinctly uncomfortable.

                       SCHREBER
             I'm not certain I understand.

Mister Hand steps forward, and places the BROKEN SYRINGE he found in
Walker's hotel room, in front of Schreber.

                       MISTER HAND
             We found this the night we lost him.

Schreber plays it cool.

                       SCHREBER
             So?

                       MISTER HAND
             He has been imprinted.

                       SCHREBER
             I thought you said you didn't get to
             him in time.

                       MISTER HAND
             Someone else did.

                       SCHREBER
             That's impossible.

                       MISTER HAND
             It is the only explanation.

Schreber knows he is in trouble.

                       SCHREBER
             Are you accusing me of this?  Is
             that it!
                  (angry now  -  on his
                   feet)
             You have trusted me for so long.
             You think I would throw everything
             away now?  What reason would I have?
                  (he's glaring at Mister
                   Black)
             I think your men are making up
             things, trying to cover their
             inadequacies...

Mister Sleep pulls at Mister Black's sleeve.  Mister Black leans
down, as the CAMERA PUSHES IN TIGHT on Mister Sleep whispering into
his ear.

For the first time we hear Mister Sleep's VOICE  -  a hoarse,
metallic whisper.

                       MISTER SLEEP
             He can help us...  find him.

Mister Black looks back at Schreber.

                       MISTER BLACK
             Dearest Doctor.  You insult my
             intelligence.  Yes?

For a moment Schreber says nothing, then:

                       SCHREBER
             It's cold in here, don't you think?


INT.  BUMSTEAD'S APARTMENT  -  NIGHT

Bumstead leads Walker through the front door, into a SITTING ROOM.

                       WALKER
             Why are you helping me?

                       BUMSTEAD
             I pride myself on being thorough.
             There are holes in your case you
             could drive a truck through.

Walker steps towards a sofa.

                       BUMSTEAD
                  (Cont.)
             Please.  Not that way.  If you could
             follow the covering  -  the carpet
             gets stained and it's impossible to
             clean.

Bumstead indicates a CLEAR PLASTIC MAT running through the room.

                       WALKER
             Isn't it risky coming here?

                       BUMSTEAD
             I have to get something.  Excuse me
             a moment.

IN THE BEDROOM

Bumstead removes an empty suitcase from a closet and places neatly
folded clothes into it.

                       BUMSTEAD
                  (Cont.) (calling to Walker)
             What do you know about the men in
             black?

ON WALKER

                       WALKER
             They're not people  -  they're
             something else.  They want me dead.
             But I don't know why.

Bumstead walks back into the sitting room, packed bag in hand.  He
looks at Walker leafing through the file.

Bumstead paces thoughtfully, careful to stay on the plastic
protective covering.

                       BUMSTEAD
             There's another reason I'm helping
             you.

He turns, glares at Walker.

                       BUMSTEAD
                  (Cont.)
             Recently I came to the conclusion I
             was losing my mind.  I discovered my
             life had...  inconsistencies.
             Everything was liquid beneath a thin
             surface that has always seemed so
             solid to me...  Do you understand
             what I'm saying, or does it sound
             crazy?

Walker smiles, shakes his head.

                       WALKER
             It doesn't sound crazy.

                       BUMSTEAD
             Yes.  Well, now I know it's not me
             that's insane, it's the city.

Bumstead lifts his piano accordion out from behind the sofa and is
about to place it in its case.  Walker quietly looks at him.

                       BUMSTEAD
                  (Cont.)
             It's a gift from my mother.

He puts it into the case.

                       BUMSTEAD
                  (Cont.)
             Is there anything you haven't told
             me?  Even the most insignificant
             thing?

                       WALKER
             No.  Nothing I can think of.
             Except...

                       BUMSTEAD
             Go on.

                       WALKER
             Well.  The one thing I've been
             certain of, all this time, is that
             I must get to the ocean.  I don't
             know why but I have this...
             feeling.

                       BUMSTEAD
             What do you think you'll find there?

                       WALKER
             Some answers I hope.
                  (beat)
             The point is no one seems to know
             how to get there.

                       BUMSTEAD
             Why, that's ridiculous.  You just...

He trails off.  Shakes his head slowly.


INT.  PUBLIC LIBRARY  -  NIGHT

A vast, empty room.  An expanse of polished floor.

An elderly female LIBRARIAN sits behind a desk, beneath a big sign.
'SILENCE' it says, in formal letters.  She's smoking, reading.

                       WALKER O.S.
             Keep maps of the city here?

The librarian looks up from her book to see Walker and Bumstead.
She blows her nose into a tissue.  The snort ECHOES LOUDLY.

                       LIBRARIAN
             Our maps section is closed.
             Remodelling.

Bumstead pulls out his BADGE and shows it to her.

                       BUMSTEAD
             We'd like to see it all the same.


INT.  LIBRARY CORRIDOR  -  NIGHT

The librarian leads Walker and Bumstead down a DARK HALL lined with
statues between towering rows stacked with old volumes.

She stops and points at ornate double doors.  A sign is nailed to
one of the doors:  WE APOLOGISE FOR ANY INCONVENIENCE.

                       LIBRARIAN
             In there.


INT.  MAP SECTION  -  LATER

A narrow room, crammed with old documents.

Bumstead is sitting at a BIG TABLE  -  maps spread out in front of
him.

                       WALKER O.S.
             This is crazy...

MOVING ANGLE ON WALKER  -  as he walks between rows of shelves,
looking briefly at dusty documents, then discarding them.

                       WALKER
                  (Cont.)
             None of these maps extend far
             enough.

                       BUMSTEAD
             Except for this one...

He puts down a tattered old-looking map.  Walker steps across.

                       BUMSTEAD
                  (Cont.)
             Take a look.  The buildings are a
             barrier, no windows, no doors  -
             everything just  -  ends...  At
             first I thought there was no way to
             get to the ocean...

TIGHT ANGLE  -  Bumstead's finger jabs down.

                       BUMSTEAD
                  (Cont.)
             Here.  One door, just one...  In
             this building.

                       WALKER
             Apartment "H".

                       BUMSTEAD
                  (lost in thought)
             Gesundheit...

                       WALKER
                  (looks up)
             I didn't sneeze.

Bumstead ignores this and goes on.

                       BUMSTEAD
             I have a feeling you are right  -  I
             think this is very important...

He rips a section of the map off and stuffs it in his pocket.  He
turns to see Walker STARING intensely at a SMALL TABLE.

One by one, several books lying on the table, PICK THEMSELVES UP and
start to DANCE back and forth on the surface.  They twirl, and open
and shut magically.

                       BUMSTEAD
                  (Cont.) (spooked)
             Are you doing that?

                       WALKER
             I'm not sure.  I just thought about
             it...  and it's happening...

Bumstead looks on in utter amazement.


EXT.  BATH-HOUSE  -  NIGHT

Walker and Bumstead stand before FROSTED GLASS DOORS.  Bumstead's
car is parked on the street behind them.

A sign hangs on the doors saying:  CLOSED.

                       WALKER
           This is where he said to meet?

Bumstead nods his head, then pushes at the doors and they swing
open.


INT.  BATH-HOUSE  -  NIGHT

The two men walk cautiously through the echoic interior.  Bumstead
has his pistol DRAWN.

They step into the vast main room  -  across the pool they can see
the figure of DOCTOR SCHREBER waiting for them.

                       SCHREBER O.S.
             Gentlemen.

They walk towards him.

                       SCHREBER
                  (Cont.)
             I come here often.  It helps me
             think.

Walker and Bumstead stop when they reach the doctor.

                       BUMSTEAD
             What's this about, Schreber?

                       SCHREBER
             I know you must have many questions
             to ask, but let me make things
             expedient and try to explain...

CUT TO BLACK:

SCHREBER'S VOICE RUNS OVER  -  SILENT FLASH-BACK IMAGES IN SLOW MOTION

                       SCHREBER V.O.
             First there was darkness.


INT.  HOTEL BATHROOM (FLASHBACK)

FADE UP ON  -  A WIDE DOWN SHOT  -  Walker lies sleeping in the tub.
The door opens and Schreber enters.

                       SCHREBER V.O.
                  (Cont.)
             Then came the Strangers  -  I don't
             know who they are, all I know is
             they've always been here.

Schreber is kneeling next to Walker.  He removes a GLASS SYRINGE
from his leather bag.

                       SCHREBER V.O.
                  (Cont.)
             This city is an experiment.  The
             Strangers made it...

Schreber INJECTS Walker in the cranium with the first syringe, in
TOTAL SILENCE moving so slowly, like he is underwater.

                       SCHREBER V.O.
                  (Cont.)
             They keep adding to it and learning.
             I discovered their secret.
             Sometimes, rarely, people do.  They
             are either used or dispensed with  -
             I was used.

Schreber has removed the SECOND SYRINGE, but he is suddenly startled
by noises next door, he drops the syringe.

ANGLE ON  -  a woman screaming in silence.

                       SCHREBER V.O.
                  (Cont.)
             I help them.  When they want to
             study a serial killer say, they just
             add another person to the mix, give
             him a specific personality, a
             family, friends, a history, and
             study the results.

TIGHT ANGLE  -  the syringe falls, smashes on the tiles.

Schreber is scared now  -  he backs towards the window and bumps the
light bulb.

TIGHT ANGLE ON  -  the light bulb, swinging.

                       SCHREBER V.O.
                  (Cont.)
             I helped them devise these
             experiments  - in your case I saw to
             it that you would be left blank.  I
             wanted to give you my own engram.


INT.  HOTEL BEDROOM (FLASHBACK)

IN THE BEDROOM  -  Mister Sleep has just finished killing the woman.
He is wiping blood off his blade.  He turns towards the bathroom
door  -  he's heard something.


INT.  HOTEL BATHROOM (FLASHBACK)

Schreber climbs awkwardly out onto the ledge outside the window,
shuts the window behind him, tries to look back into the room  -  he
sees the door open, and Mister Sleep look in.

                       SCHREBER V.O.
                  (Cont.)
             You are special, a random gene,
             created rarely, the Strangers know
             not why  -  I thought I could use
             you to advantage, to beat the
             Strangers at their own game...


INT.  HOTEL CORRIDOR (FLASHBACK)

Mister Sleep walks away down the corridor, towards the elevator.


INT.  HOTEL BATHROOM (FLASHBACK)

Walker gets out of the bath.  Schreber still watches from the ledge,
but just then the ledge gives way, he almost falls and has to
retreat to a nearby window.

END FLASHBACK


INT.  BATH-HOUSE  -  NIGHT

Schreber is pacing along the edge of the pool  -  DAPPLED LIGHT
illuminates his face from below, making him look quite demonic.

                       SCHREBER
                  (Cont.)
             You have special gifts you've only
             begun to understand.  If you could
             have mastered them, you would have
             been a formidable foe.

TIGHTER ON SCHREBER

                       SCHREBER
                  (Cont.)
             They call it dreaming  -  it is
             their ability to create and re-
             create.  You have that power.

Walker holds up his notebook.

                       WALKER
             How could I have known all this,
             written it all down, and then
             forgotten it?

Schreber smiles sadly.

                       SCHREBER
             Mister Walker.  You still don't see.
             That book was my little insurance
             policy.  I made it.  You were never
             a child  -  your entire history is
             an illusion, a fabrication.  As it
             is with all of us.

Bumstead becomes aware of MOVEMENT in the shadows behind him.  He
spins and points his gun into the darkness, but sees NOTHING.

                       SCHREBER
                  (Cont.)
             I'm sorry, Mister Walker.  We had
             our chance, now knowing all this, I
             suggest you co-operate.  It is the
             only way...

Bumstead glances back to Schreber.

Schreber is frightened.

Bumstead aims his gun at Schreber.

Walker looks at Bumstead.

                       WALKER
             What are you doing!

A FLASH OF LIGHT illuminates the bath-house and there is a deafening
BANG!

Schreber has fallen to the floor but looks unhurt.  Behind him a
STRANGER stumbles from the shadows, bleeding from a hole between his
eyes.

The Stranger pitches forward and FALLS stiffly into the pool.

Bumstead reacts.

                       BUMSTEAD
             Run!  Get out of here.

SMOKE CLEARS  -  Mister Hand steps into the light.

PAN TO REVEAL SEVERAL STRANGERS stepping from the shadows, amongst
them Mister Sleep.

Bumstead spins on a nearby man and shoots him, but he is totally out
numbered.

A Stranger behind him SLASHES Bumstead across his back.  He drops
the gun in pain.  Then another Stranger steps forward and DRIVES his
dagger into Bumstead's side.

Walker goes to help Bumstead.  But Mister Hand is BEHIND HIM now, he
brings his hand down HARD on Walker's head.

BLACK


EXT.  ALLEY  -  NIGHT

WALKER, unconscious, is carried by the Strangers down a narrow alley
to a SOLITARY METAL DOOR in a wall.

Mister Hand steps up to the door, leans down to a mat at the foot of
the door, lifts it and takes a KEY from underneath.  He unlocks the
door, opens it, puts the key back, goes inside.  He waves the other
men forward.

ANGLE ON THE MAT  -  on it is written:  WELCOME.


INT.  CORRIDOR/ELEVATOR

Through the door  -  AN ELEVATOR.  There is only a down button.
Mister Hand presses it, several seconds later the doors OPEN.

They step inside.  The doors close, the lift descends.

When the doors open again they reveal a DARK PASSAGEWAY.


INT.  STRANGERS' UNDERWORLD  -  NIGHT

WALKER is beginning to come to.  He's taken down a corridor to a
small RAISED PLATFORM, between arches.

A number of OPEN CARTS, with numbers on their sides, roll past on
tracks  -  the scene resembles some bizarre amusement-park ride.

The Strangers carry Walker aboard.  Mister Hand sits beside him.

The cart lurches forward, into a DARK TUNNEL, deeper into the secret
underworld of the STRANGERS  -  IT MOVES THROUGH a subterranean
landscape of strange machines.

TIGHT ON WALKER  -  he opens his eyes, looks around groggily, sees
Mister Hand...

                       WALKER
             Where...  are you taking me?

                       MISTER HAND
             You will see shortly.

MOVE PAST A SECTION OF TUNNEL  -  that looks out at a SMALL AREA
(like a factory floor).  Strangers move about watching a long
conveyor belt carrying NAKED HUMAN BODIES.

Walker tries to see more but the cart quickly moves into ANOTHER
TUNNEL and the weird scene is gone.

The cart finally comes to a stop in a CAVE.

                       MISTER HAND
                  (Cont.)
             Here we are.

They get out.  Mister Hand points to a door at the end of a LONG
CORRIDOR to the side.

                       MISTER HAND
                  (Cont.)
             You must go in there.

The two Strangers holding Walker, PUSH HIM forward.  Walker almost
falls but manages to step shakily towards the door.


INT.  HOSPITAL ROOM  -  NIGHT

Bumstead enters, holding his piano accordion.  He's clutching a
bleeding gash in his side...  He stumbles over to his mother, in her
life support machine.

ANGLE ON HIS HAND  -  it reaches out and gently caresses the glass
over his mother's staring face.

                       BUMSTEAD
                  (whisper)
             I'm so sorry.

He reaches down and grabs wires leading to the machine.  He pulls at
them until they SNAP LOOSE from their connections.

SEVERAL ANGLES of machines dying, lights going out, breathing
apparatus ceasing to pump.

HIS MOTHER  -  she struggles momentarily, her eyes widen and she
reaches out to him through the glass, then she is finally still.

Bumstead turns away from the woman.  His face is shadowed but he is
clearly crying.

ANOTHER ANGLE  -  Bumstead pulls up the metal chair and sits,
grimacing with pain.  He lifts the accordion with some difficulty
and balances it on his knee.

WIDER  -  Bumstead is sitting beside his dead mother in her now
silent life support machine.

He starts to PLAY  -  the music still pretty.  But he's breathing
heavily  -  and his blood is DRIP, DRIP, DRIPPING onto the floor...


INT.  UNDERWORLD/BARE ROOM  -  NIGHT

Walker steps in.  The door shuts automatically behind him.

A blast of electrical FEED-BACK.  Walker looks up at a SPEAKER
mounted to the wall.

                       MECHANICAL VOICE
                  (through speaker)
             Move  -  forward.

Walker follows a PAINTED LINE on the floor, stands before a strange
machine.

A SLOT opens in the wall behind him.  MECHANICAL ARMS spring
forward, restrain him.  A CLAW lowers from the ceiling, grips
Walker's head, thrusts it abruptly into a GOGGLE-LIKE MECHANISM  on
the machine.

Walker struggles but the claws hold him firmly in place.

A sudden bright BURST OF LIGHT from the machine blinds him.  There
is another burst, then another.

                       MECHANICAL VOICE
             Move  -  forward.

Across the room A BUZZER SOUNDS, a red light flashes above a door.
Walker steps over, rubbing his eyes, barely able to see.  He opens
the door and steps into darkness.


INT.  UNDERWORLD WHEEL ROOM

LIGHTS COME ON  -  extremely bright.

Another room.  A chair faces a LARGE WHEEL painted in a black and
white spiral.

                       VOICE
             Move  -  forward.

He sits down  -  the wheel turns, faster and faster.

                       VOICE
             Watch  -  the  -  wheel.

The wheel stops spinning after several seconds.

                       VOICE
             Move  -  forward.


INT.  UNDERWORLD X-RAY ROOM

The next room is full of SCIENTIFIC EQUIPMENT.

                       VOICE
             Stand  -  behind  -  the  -  screen.

Walker sees an X-RAY MACHINE  -  he steps across to it.  The screen
lights up, filling the room with a green glow.  We can see the shape
of his skeleton.

Across the room double doors open TO REVEAL:


INT.  DARK CHAMBER  -  SAME

                       VOICE
             Move  -  forward.

Walker looks into the hall.  He can see it is full of Strangers.

Mister Black sits behind his podium.  He waves to Walker.

                       MISTER BLACK
             Mister Walker!  No need to be shy.

He starts to walk forward, but as he reaches the doors...

A SILHOUETTED FIGURE in a bizarre metal contraption wheels into his
way.  A skeletal hand reaches out to Walker, grabs his arm.  An
inhuman moan.

Terrorised, Walker pulls back.

The mechanised figure trundles forward, pins him to a wall.  Light
reveals:  DOCTOR SCHREBER covered in blood, encased in a metal
frameword covered in silver blades.

The blades are connected to the wheels  -  they turn when he moves
forward, metal cuts into his flesh, slowly SKINNING HIM ALIVE.

Between immense pain, the doctor hisses at Walker so no one will
hear.

                       SCHREBER
             You can...  still...  beat them...
             Remember what I taught you...

A trickle of blood runs down his face.

Two Strangers step forward and pull Schreber back into the room.  As
the wheels turn, BLADES SPIN furiously, peeling back flesh.

                       MISTER BLACK
             Come here.  Don't mind him, he's
             just being taught a lesson.

Walker moves past Schreber, still held back by the Strangers, and
into the room.

Walker looks around.

HIS P.O.V.  -  Strangers' faces watch him silently as he moves to
the front of the room to where Mister Black is waiting.

                       MISTER BLACK
                  (Cont.)
             Welcome to our little home, Mister
             Walker.

                       WALKER
             What is this place?

                       MISTER BLACK
             We like to think of it as a control
             room.  This is where we keep things
             working.  Keep the clocks ticking.

Walker stops at the base of Mister Black's podium.

                       MISTER BLACK
                  (Cont.)
             You have been a lot of trouble.  But
             not you can help us make sure this
             never happens again, yes.

Mister Black points over Walker's head.  Walker turns to see a
COMPLEX MACHINE.  Basically a bench with various gadgets attached to
it  -  knives, saws, lights  -  Walker suddenly realises it's a
weird AUTOMATED OPERATING TABLE.

                       MISTER BLACK
                  (Cont.)
             We want to understand how you work.
             What makes you tick, that's all.

Mister Hand nods to several Strangers standing beside him.  They
step forward and grab Walker, he fights them, but they DRAG HIM to
the table and strap him down.

Mister Hand now steps forward with a syringe and brings it to
Walker's forehead.

But suddenly his HAND FREEZES, then recoils, the syringe flies
across the room and smashes on the floor.

The Strangers all look at Walker, a murmur of concern.

                       MISTER BLACK
                  (Cont.)
             How dare you use your tricks on me!

Walker, genuinely surprised, looks around.  Several Strangers BACK
AWAY from him, scared.

                       STRANGER 1
             Freak!

                       STRANGER 2
             Monster!

A STRANGER stands.

                       STRANGER 3
             He can dream!

The Strangers share a frightened look.

                       MISTER BLACK
                  (annoyed)
             Shut up, fool!
                  (beat)
             Children's games.

CLOSE on Mister Black's eyes.

THEN VARIOUS TIGHT ANGLES  -  on the operating machine.  Wheels
start to turn, spinning knives descend towards Walker.

TIGHT ON WALKER  -  beads of sweat run down his face.  He looks at
the knives.  Metal CLANGS, cogs BREAK, springs RIP APART and one by
one the knives STOP.

SEVERAL Strangers are TERRIFIED.  Walker is amazed at his own
performance.  HE NOW LOOKS at Mister Black.

The papers on the podium in front of Mister Black BURST INTO FLAMES.
Mister Black recoils, taken by surprise.

Now Walker's bonds STRETCH AND BREAK.  He gets out of the machine,
and stands.

Mister Black is furious, spit flies from his mouth.

                       MISTER BLACK
                  (Cont.) (shouts)
             SHUT IT DOWN!

A Stranger at the back of the room picks up a PHONE.  Everyone in
the room waits in silence.

                       MAN ON PHONE
             Yes, we have a problem here.  Shut
             it down immediately.

Walker doesn't understand what is going on.  O.S. the SOUND of
MACHINES WINDING DOWN.

ANGLE ON THE MASSIVE RUSTED METAL CLOCK hanging on the wall.  ON the
SECOND HAND.  It suddenly GRINDS TO A DEAD STOP.

All eyes are on Mister Black.

                       MISTER BLACK
             This has all gone much too far!

Mister Black stands and starts to SHAKE.  His eyes shut, clenches
his teeth, grips his cane, plants his feet firmly to the floor.

IN FRONT of Mister Black the AIR RIPPLES and DISTORTS  -  a SHOCK
WAVE moves out from the center, HURTLES ACROSS the room, throws
Walker off his feet, SMASHES him against a wall.

Mister Black is still shaking, his body is RIPPLING, he seems to be
getting TALLER.

Walker is picking himself up off the floor, dazed, hurt, and
terrified.

Around the room WALLS CRACK, plaster rains down from the ceiling.

ANOTHER SHOCKW AVE flies at Walker.  He lunges out of the way as it
SMASHES the wall like an invisible fist.

Walker tenses his body.

ANGLE PUSHES IN RAPIDLY ON WALKER'S EYES...

Across the room, Mister Black is shaking violently, still behind
the podium.  The podium RIPS from its moorings, slides across the
floor and PINS Mister Black to the wall.

Mister Black yells in pain, shakes MORE VIOLENTLY...

THE PODIUM EXPLODES  -  splintering into a thousand pieces.  Mister
Black steps forward through the dust.

Several STRANGERS huddle behind an upturned table, watching WALKER
and MISTER BLACK.

They face each other, both standing  -  mental energies focused
against each other.

The fighting is taking its toll on both men.

A DAGGER RISES INTO THE AIR hangs suspended, slowly rotating to face
Walker with its shining silver blade.

Mister Black is clenching his rotting teeth, tightening bony fists
by his side.  Pushing every ounce of mental power at the knife.

Walker, bleeding from a gash in his cheek, is straining his mind
against the knife.

The blade STARTS TO MOVE, ever so slowly at first, towards Walker.
His body is shaking with his mental effort.  A bead of sweat runs
down his brow, dripping into his eye, blurring his vision.  HE'S
LOSING...

BUT THEN Walker focuses on Mister Black's eyes.  Slowly Walker
brings up his hand, reaches OUT, like he's holding something.  He
starts to close his hand into a FIST, squeezing with all his
might...

INSIDE MISTER BLACK'S HEAD the INSECT starts to SHAKE, and collapse
in on itself, like it's getting CRUSHED by an invisible force...

ANGLE ON THE DAGGER  -  it falls from the air and CLATTERS on the
floor.

ANGLE ON MISTER BLACK  -  his eyes cloud over and he too falls down,
and lies STILL.

A SILENCE falls over the room.

Above Walker, the big clock starts to turn  -  TICK, TICK, TICK.

All the Strangers look at Mister Black in fear.  Mister Hand walks
over to him and leans down.

Now all the walls around the room, crack and break, the DARK CHAMBER
IS CAVING IN ON ITSELF.

Walker turns and runs.


EXT.  CITY  -  NIGHT

All over the city things START TO FALL APART...

MONTAGE

A street CRACKS OPEN.  Beneath the pavement are pulsating intestine-
like organs.  These burst open and spurt bile...

A building vanishes...

A car on a street corner flies into the air...

A telephone box STARTS TO SPIN, faster and faster, digging itself
into the concrete.  Monstrous INSECT LEGS sprout from the hole left
behind...

Geysers of STEAMING MUD spurt into the night sky...

BLACK EXCREMENT forces up out of a sewer, runs down stone steps...

THE CITY is coming apart...


INT.  HOSPITAL ROOM  -  NIGHT

Bumstead is slumped over his accordion  -  there is a pool of blood
on the floor beneath him, but he's still breathing.

The room TREMBLES and Bumstead looks TOWARDS THE WINDOW  - SOMETHING
is going on out there, but then...

Behind him the door opens and a FIGURE walks forward, stops.
Bumstead is barely conscious, but is aware of the man behind him.
He doesn't turn around.

                       STROMBOLI
             Hello, Bumstead.

Stromboli is just an OUT OF FOCUS silhouette.

                       STROMBOLI
                  (Cont.)
             Why do you always find things out
             the hard way.  You should have
             listened to me, just done your job,
             and now everything would be okay.
             But you had to play detective.

                       BUMSTEAD
                  (a hiss)
             You're one of them...

                       STROMBOLI
                  (laughs)
             These people don't play games.  They
             can do anything they want, don't you
             understand?  Maybe I am one of them,
             but then, in a way, we all are,
             Bumstead...

WIDER NOW  -  WE SEE STROMBOLI CLEARLY for the first time.  He is
holding a gun.  He brings it up and touches it gently against
Bumstead's temple.

                       STROMBOLI
                  (Cont.)
             Think of this as an early
             retirement.  Didn't bring that gold
             watch I'm afraid.

Bumstead shuts his eyes and grits his teeth, as Stromboli's finger
TIGHTENS on the trigger.


EXT.  STREET  -  NIGHT

WALKER is running, clutching THE MAP.

WIDER  -  Walker runs towards AN ORNATE BLACK BUILDING, tightly
hemmed in on both sides by a veritable wall of towers.


INT.  ORNATE BUILDING  -  MOMENTS LATER

Walker reaches the top of a spiral flight of stairs.

HIS P.O.V.

APARTMENT 'H'  -  a rusted metal letter on the door.  Walker steps
forward.


INT.  APARTMENT 'H'

The door creaks open, unlocked.

The rooms are empty, derelict, strewn with rubbish.  Mould grows on
the damp walls.

A DOOR stands at the end of a long empty room.

Walker can hear the muffled sounds of SURF, SEAGULLS.  He starts to
walk forward.  As he approaches the door he begins to feel colder.

He opens the door and looks out.  A blast of SUNLIGHT  -  blue ocean
and sky.

                       VOICE O.S.
             Mister Walker?

Walker doesn't turn, he takes a step forward, then another  -  and
RUNS INTO THE SKY  -  A PAINTED WALL.  He glances up at a small
SPEAKER built into the wall  -  the SOURCE of the sea-side SOUND
EFFECTS.

Now he turns around.

                       MISTER HAND
             There is nothing.  Beyond the city.
             Never has been.  Yes?

ANGLE ON MISTER HAND  -  the Stranger stands at the end of the room.

                       MISTER HAND
                  (Cont.)
             Been waiting for you, yes...  You
             see Mister Walker, you need us.  You
             can destroy everything but you need
             something to replace it with.
             Without us, your kind cannot exist.

Walker turns and walks off into darkness.


EXT.  CITY  -  NIGHT

The skyline continues to CHANGE  -  buildings COLLAPSE, FIRES have
started burning, DISTANT SCREAMS O.S.


INT.  HOTEL ROOM  -  NIGHT

A P.O.V. enters a small room.

A clock ticks on a wall.  A cough O.S. from the corridor.  A FAT
MAN, talks as he enters:

                       FAT MAN
             ...it's small...  but it's clean.

It isn't.

JOHN WALKER enters.  He is haggard, eyes rimmed with red.  He still
holds the small black NOTEBOOK, tight to his chest.  He stands in
the center of the room.

                       FAT MAN
                  (Cont.) (looks out window)
             Crazy out their tonight.

                       WALKER
             I'll take it.

The FAT MAN blows his nose loudly and leaves, shutting the door.

Walker puts the notebook down on a table near the open window.

He pulls out his wallet and removes the PHOTO of Emma, places it
against the pillow on the bed.  He sits on the edge of the bed and
looks at it.

LATER

Walker has fallen asleep on the bed.

He wakes, stands and walks over to the sink next to the bed.  He
moves like he is underwater.

ANGLE ON  -  The curtain tugged by the breeze.

Walker steps to the window, PARTS the lace curtain with shaking
hands.

OUTSIDE

A narrow street and at the end:  THE OCEAN.

The sound of distant surf, he can taste the salt spray.

That's not all.  Over the horizon THE SUN IS RISING.

THE CAMERA MOVES IN STEADILY towards the notebook near the window.
As the SHOT TIGHTENS we can read the title on the cover:  HOW THINGS
WORK  -  BY JOHNATHAN WALKER, AGE NINE.

Now a GUST OF WIND blows open the book.  The pages flicker past.
GLIMPSES of a child's drawings:  of smiling people, the sun shining
down on a blue ocean full of sailing boats, fields of flowers.

ANGLE WIDENS AGAIN  -  Walker is gone.


INT.  LONG CORRIDOR  -  DAY

SOUND OF SURF, distant, muffled.

CAMERA MOVES slowly towards a door.  The final door  -  no others
beyond this.  ECHOIC FOOTSTEPS.

TIGHT ON WALKER  -  His haggard face moves through darkness.

                       MISTER HAND O.S.
             What are you doing!

Walker turns, looks at Mister Hand.

                       WALKER
             Just changing a few things around
             here, that's all.

He turns and heads for the door again.

HIS P.O.V.  -  WATER, waves breaking, through the cracks in the
floorboards of the hallway.

ANOTHER ANGLE

The cracks around the closed door are illuminated, white-hot, by the
SUN outside.

ON HIS HAND  -  As he reaches towards the handle.

ON HIS FACE  -  As the door opens.  A sharp line of light cuts
across his features, as his eyes blink and water.  The wind pulls at
his messy hair.  SURF NOISE is louder now.


EXT.  PIER  -  DAY

REVERSE ANGLE  -  WIDER  -  OUTSIDE looking through the door, along
a long wooden pier jutting out into a blue seascape.  At the end of
the pier stands the figure of A WOMAN WITH RED HAIR.  She looks out
at the ocean, her back turned.

ANGLE ON WALKER  -  standing in the open doorway.  He squints into
the sun.  He looks happy for the first time.  He steps OUT OF FRAME
briskly  -  a weight gone from his shoulders.  Everything is clear
finally, he knows exactly what to do.

The last we see of Mister Hand he tries to edge down the corridor to
the open door but the sunlight drives him back, he is forced back
into the shadows.

REVERSE ANGLE

A TRACKING SHOT follows Walker, moves down the pier toward the
woman.  As Walker steps up to her, she turns and smiles.  It's Emma.

                       EMMA
                  (indicates the sea)
             Beautiful.

Walker nods slowly.

                       WALKER
             Yes...

He looks out of place in his crumpled suit.  He stares out at the
ocean.  Seagulls fly over.  Sun reflects off waves.

                       WALKER
                  (Cont.)
             Is Shell Beach near here?

                       EMMA
             Across the bay.
                  (she points)
             Over there.

Walker looks out over the water and sees a small, idyllic town in
the sunlight.

                       EMMA
                  (Cont.)
             I'm Emma.

Walker smiles and turns away, walks down the pier, headed for the
town.

                       EMMA
                  (Cont.) (calls after him)
             What's your name?

He turns, looks at her, smiles again.

                       WALKER
             John...  John Walker.

FADE TO BLACK

CREDITS


All movie scripts and screenplays on "Screenplays for You" site are intended for fair use only.