ALONE IN THE DARK


                            Elan Mastai
                           Michael Roesch
                           Peter Scheerer

                                                     August 19, 2003
                                            (double cherry revision)

                                                            FADE IN:

1    EXT. FOREST - NIGHT                                           1

     A dense forest on a dark, misty night.

     YOUNG EDWARD CARNBY (age 10), small, thin, and terrified,
     runs for his life.

     The forest is pitch black. Young Edward ducks between trees,
     under branches, not stopping for anything, GASPING for
     breath. He doesn't turn to look behind him. He just runs as
     fast as he can.


     Something chases Young Edward through the dark forest. Its
     P.O.V. is skewed, inhuman. It is gaining on him.

     As Young Edward runs, beams of light become visible through
     the closely packed trees. Something is up ahead, something
     bright. Edward runs towards it.

     Young Edward bursts out into a clearing in the woods, running
     towards the bright light.


     The light stops whatever is chasing Young Edward at the edge
     of the forest. What is making the light isn't visible, only
     Young Edward's silhouette running towards the blinding light.

1A   EXT. FOREST - LATER THAT NIGHT                               1A


     The beams of a dozen flashlights cut through the mist of the
     dark forest.

     A dozen uniformed DEPUTIES move through the forest, shining
     their flashlights around, searching.

     The trees tower over them. A low fog hangs in the air. The
     flashlight beams can barely penetrate it.

2    EXT. ORPHANAGE - NIGHT                                        2

     A large and stately old house stands on the edge of town. A
     small, dense forest stretches out behind it.

     The sign on the front reads: OUR LADY OF PERPETUAL LIGHT

     Several patrol cars are parked along the Orphanage's gravel
     driveway. DEPUTIES mill around the front lawn.

     Another patrol car pulls up. Out of it steps the SHERIFF
     (late 40s). DEPUTY ADAMS (mid-30s) approaches him.

                 What's going on, Adams?

                         DEPUTY ADAMS
                 Twenty kids live at this orphanage,
                 Sheriff. All twenty have gone missing.

     SISTER CLARA (mid-40s), an anxious-looking nun, stands on the
     front porch, wrapped in a shawl. She speaks with two
     DEPUTIES. The Sheriff walks up and listens in.

                         SISTER CLARA
                 After the power went out, I went to check
                 on the children. But their beds were
                 empty. Every one of them. They just

3    EXT. FOREST - LATER                                           3

     The Deputies sweep through the forest with their flashlights.

     The trees are close together, blocking out the moonlight. A
     thick mist hangs in the trees.

     As Deputy Adams moves through the forest, he sees a bright
     light streaming through the trees up ahead.

3A   EXT. FOREST CLEARING                                         3A

     Deputy Adams comes through the trees and emerges into a
     clearing in the woods.

     He sees a Shed in the clearing up ahead. A bright light is
     posted over the Shed's front entrance.

4    EXT. SHED - MOMENTS LATER                                     4

     Deputy Adams shines his flashlight around the outside of the

     He sees that the door is open just a crack. On the door is a
     sign marked: DANGER, along with the symbol for ELECTRICITY.

5    INT. SHED - MOMENTS LATER                                     5

     Deputy Adams enters the Shed.

     The Shed is small, packed with electrical equipment, power
     cables, and various implements for repairing power lines.

     Deputy Adams sweeps through the Shed with his flashlight.

     He approaches a large transformer module that sits at the
     back of the Shed. It HUMS and CRACKLES with electricity.

     There's a LOW SHUFFLING sound. Deputy Adams stops.

     He carefully peers around behind the transformer. The space
     is too small for a full-size person.

     But sitting on the ground behind the transformer is Young
     Edward. He clutches himself, shivering, frightened.

6    EXT. ORPHANAGE                                                6

     The Sheriff stands with his Deputies. His walkie-talkie
     CRACKLES to life.

                         DEPUTY ADAMS (ON THE WALKIE-TALKIE)
                 Sheriff! I found one! White, male, about
                 ten years old. Looks to be unharmed. He's
                 in a utility shed maybe half a mile from
                 the orphanage.

7    INT. SHED                                                     7

     Deputy Adams approaches Young Edward. He takes off his jacket
     and wraps it around Young Edward's shoulders.

     Young Edward pulls the jacket around him and smiles, still
     scared, but happy to see the Deputy.

                         DEPUTY ADAMS
                 Are you okay, son? Are the other kids
                 around here?

                         YOUNG EDWARD
                 I don't know... I don't remember...

                         DEPUTY ADAMS
                 Why don't we start with your name? Do you
                 remember your name?

                         YOUNG EDWARD
                 Edward... Edward Carnby.

8    INT. AIRPLANE - DAY                                           8


     EDWARD CARNBY (early 30s), lean and intense, wakes up. He
     quickly looks around to get his bearings.

     He sits in a large commercial airplane. The compartment is
     full of seated PASSENGERS.

     A SMALL BOY (age 8) sits next to Carnby, looking up at him.

     The Small Boy's MOTHER (early 40s) sleeps next to him.

                         SMALL BOY
                 Did you have a nightmare?

                 Carnby looks at the Small Boy, curious. He doesn't respond.

                         SMALL BOY (CONT'D)
                 You ate cheese with dinner. My mommy says
                 cheese gives you nightmares. Want to see
                 my coloring book?

                 The Small Boy has a Halloween-themed coloring book open on
                 his lap. It's a graveyard scene, full of cartoon drawings of
                 ghosts, werewolves, and vampires.

                         SMALL BOY (CONT'D)
                 I think there's a vampire living in my
                 closet, but my mommy says vampires and
                 ghosts aren't real. She says there's
                 nothing to be afraid of in the dark.

     Carnby weighs what he's going to say.

                 Your mother is wrong. Being afraid of the
                 dark is what keeps most of us alive.

     The Small Boy's eyes open wide.

                         SMALL BOY
                 Everybody else tells me not to be afraid.

                 That's because they don't know the truth.

     *** SCENES 9 TO 12 OMITTED ***

13   EXT. AIRPORT TERMINAL - DAY                                  13

     Carnby exits the Terminal and heads over to a row of taxis
     waiting outside the Terminal. He doesn't carry a suitcase.

                         CARNBY (V.O.)
                 So, maybe you're thinking I'm an asshole,
                 trying to scare this poor kid for no
                 reason. But that's where you're wrong.
                 Because I've got my reasons. There's a
                 world around you that you've trained
                 yourself not to see. You've willfully
                 closed your eyes. But your fear of the
                 dark is not a weakness. It's there to
                 protect you from things you'd better pray
                 you never see. My eyes were forced open a
                 long time ago. Now I know. Just because
                 you can't see something, doesn't mean it
                 can't kill you.

     Carnby steps into the first taxi waiting in the row. The taxi
     shifts into gear and drives off.

     Another taxi is parked up ahead. As Carnby's taxi passes it,
     the second taxi pulls out and follows it.

13A  INT. PINKERTON'S TAXI - CONTINUOUS                          13A

     Behind the wheel of the taxi sits JAMES PINKERTON (early
     50s). His face is drawn, grim. He wears dark sunglasses.

     The DRIVER lies dead in the backseat of Pinkerton's taxi.

     Carnby's taxi can be seen through the front windshield,
     driving up ahead.

13B  EXT. CITY STREET - DAY                                      13B

     The two taxis drive through traffic. Pinkerton's taxi lags a
     few cars back, but matches Carnby's taxi move for move.

13C  INT. CARNBY'S TAXI                                          13C

     The CABBIE (late 20s), manic bordering on crazy, steers
     through traffic.

     Carnby rides in the backseat. He looks out the back
     windshield. A few cars back, Pinkerton's taxi follows them.

     Carnby takes a burlap sack out of his trench-coat pocket.

     Inside the sack is a stone carving of a demonic-looking head.

     The edges are soft, worn-down, the detail roughed away. But
     it is clearly not a human face.

     Carnby puts the carving back in his trench-coat pocket.

                 You travel light.

                 Trust me, I'm carrying enough baggage for
                 the both of us.

     The Cabbie CHUCKLES as he steers through traffic.

                 That's pretty funny, man. What do you do?

                 You really want to know?

                 Yeah, man. Hearing about my passengers'
                 lives keeps the job interesting.

                 I'm a paranormal investigator.

                 Get the fuck outta here!


                         CABBIE (CONT'D)
                 What does that mean exactly?

                 I'm an effective solution to unusual

     Carnby turns to look out the back windshield. Pinkerton's
     taxi is still following from a few cars back.

                         CARNBY (CONT'D)
                 Speaking of which, that taxi's been
                 following us since the airport.

                 No shit? Want me to lose him?

                 If you can...

     The Cabbie GUNS the motor and speeds off.

13CC EXT. CITY STREETS                                          13CC

     Carnby's taxi accelerates down the street, pulling away from
     Pinkerton's taxi.

     As soon as it's evident that they are on to him, Pinkerton's
     taxi speeds up to give chase.

     The two taxis rocket down the streets, swerving past cars,
     SCREECHING around corners.

     Carnby's taxi speeds down the streets, narrowly avoiding
     collisions with other cars and PEDESTRIANS.

     Pinkerton just plows through whatever's in his way, SMASHING
     past other cars, forcing Pedestrians to jump out of the way.

     Pinkerton accelerates and tries to force Carnby's taxi off
     the road. The taxi's GRIND against one another.

     Carnby's taxi SCREECHES around a corner, speeding into a side
     street that leads to the Market Street.

13D  EXT. MARKET STREET                                          13D

     A busy street crowded with PEDESTRIANS, open shops, and
     produce stalls.

     Carnby's taxi races down the busy Market Street, followed by

     They swerve and SCREECH down the Street, cutting off other
     cars, and narrowly avoiding Pedestrians.

     But then Pinkerton's taxi ZOOMS up beside Carnby's taxi and
     BUMPS into it with a GRINDING CRUSH of metal.

     Not stopping, Pinkerton's taxi continues to GRIND into
     Carnby's taxi. The momentum pushes Carnby's taxi around

     Pinkerton's taxi then SLAMS Carnby's sideways taxi into a
     parked car with a CRUSH of metal and SHATTERING glass.

     There's a moment as Carnby, trapped inside the CRUSHED taxi
     and Pinkerton, flooring the accelerator to add more pressure,
     exchange a look. Pinkerton's expression is fierce.

     Pinkerton gears the taxi into reverse, backing up in order to
     smash into Carnby's taxi again.

     The Cabbie is trapped by the crushed front of the taxi. His
     face is covered with a spiderweb of deep cuts. The Cabbie
     struggles to get loose.

                 I'm trapped, man!

                 I'll draw him away...

     As Pinkerton's taxi backs up, it CRASHES into a Van driving
     by, knocking it over onto its side and spilling the contents
     of the Van onto the street.

     This gives Carnby the brief moment he needs to extract
     himself from the crushed taxi. He wrenches himself out the
     window, just in time to see Pinkerton's taxi accelerating
     towards him.

     Carnby bolts away from the crushed taxi and the trapped

     Pinkerton immediately swerves his taxi, aiming it right for
     the running Carnby. Pinkerton's taxi rockets towards him.

     Carnby leaps out of the way as Pinkerton's taxi CRASHES into
     the side of a Building, narrowly missing him. Pinkerton's
     taxi is CRUMPLED in a CRASH of metal and glass.

     Carnby narrowly avoids being crushed between the taxi and the
     building. With fluid grace, Carnby rolls to safety, landing
     on his feet. With a quick look back over his shoulder at
     Pinkerton in his crumpled taxi, Carnby runs.

     Pinkerton steps out of his taxi, seemingly unhurt by the
     crash. He looks around, but can't see Carnby anywhere on the

     Pinkerton runs for an iron-wrought staircase that leads up to
     a Pedestrian Bridge that hangs over the Street.

     At the top of the Pedestrian Bridge, Pinkerton looks up and
     down the street.

     He spots Carnby, running through the crowd of Pedestrians.

     Pinkerton leaps off the Pedestrian Bridge, arcing through the
     air with superhuman force.

     Pinkerton TACKLES the running Carnby to the ground, SLAMMING
     into him with a tremendous impact.

     But Carnby is quick. He takes the hit and spins Pinkerton
     around with a martial-arts kick. The kick sends Pinkerton
     CRASHING through the front window of a Bakery.

13E  INT. BAKERY                                                 13E

     Pinkerton comes CRASHING through the display window, landing
     in a pile of sticky buns and broken glass.

     But seemingly unfazed, he just picks himself up and walks
     back out the front door.

13F  EXT. MARKET STREET                                          13F

     Carnby stands in a crowd of BYSTANDERS, watching in surprise
     as Pinkerton exits the Bakery, his expression fierce.

     Pinkerton immediately spots Carnby and comes after him.

     Carnby bolts away, running into a Herbalist Store across the

13G  INT. HERBALIST STORE                                        13G

     Jars of different shapes and sizes containing a variety of
     medicinal herbs and other such substances are on display.

     Carnby runs into the Herbalist Store, making his way through
     the displays.

     Pinkerton leaps right through the Herbalist Store's front
     display window in a hail of SHATTERED glass.

     He tackles Carnby, CRASHING through the jars on display.

     Pinkerton SLAMS Carnby to the ground. He grabs Carnby's head
     and SMASHES it against the floor once, then twice.

     Pinkerton tears open Carnby's trench-coat. He pulls out the
     burlap sack. He opens the sack, confirming the stone carving
     is inside it.

     While Pinkerton inspects the stone carving, Carnby's hand
     quietly moves to a large glass jar lying next to them.

     Carnby SMASHES the glass jar over Pinkerton's face.

     He grabs the stone carving out of Pinkerton's hand, scrambles
     to his feet, and runs.

13H  EXT. ALLEY                                                  13H

     Carnby BURSTS out of the Herbalist Store's back door, exiting
     out into a small, cluttered Alley.

     Carnby lands hard in the debris, but he rolls with the fall
     and is back up on his feet, running.

     The Alley ends in a high Wall with a Billboard on top of it.

     The Wall has a railing along one side.

     Carnby vaults over the railing and keeps running.

     The Alley is crowded with WORKERS unloading crates out of the
     loading dock of the Ice Factory.

     A BEAT COP walks by. Carnby runs past the Beat Cop, just
     barely bumping into him.

     But as Carnby passes him, he deftly grabs the Beat Cop's gun
     from his holster.

     The Beat Cop doesn't even notice his gun is missing as he
     turns, annoyed to see Carnby racing away.

                         BEAT COP

     Pinkerton runs out of the Herbalist Store's back door. He
     runs directly at the high Wall.

     Pinkerton leaps up, scrambling right up the side of the Wall.

     He hauls himself up the Billboard, until he's standing at the
     top of the Billboard itself.

     Pinkerton looks down below and spots Carnby running into the
     loading dock of the Ice Factory.

     Pinkerton leaps off the Billboard.

     The Beat Cop looks up, stunned to see Pinkerton leaping
     towards him.

     Pinkerton lands on top of a moving dolly of crates, CRUSHING
     the crates on it. The WORKER pushing the dolly falls back,
     shocked. Pinkerton leaps off the dolly and keeps chasing
     after Carnby.

     The Beat Cop fumbles for his gun. It's not there. Pinkerton
     smashes the Beat Cop out of the way as he pursues Carnby.

     The Beat Cop flies into a pile of crates, knocked out.

     Pinkerton follows Carnby into the Ice Factory.

13J  INT. ICE FACTORY                                            13J

     The refrigerated Ice Factory is filled with neat rows of ice
     blocks. FACTORY WORKERS mill about, transporting the blocks
     of ice through the Factory.

     Carnby hides between the rows of ice blocks. He checks the
     Beat Cop's gun to make sure it's loaded. It is.

     Carnby stops, sensing something.

     In one fluid motion, Carnby suddenly spins, turning in the
     other direction and FIRING the gun.

     We follow the bullet as it rockets through the Ice Factory.

     It WHIZZES along, until we see Carnby's intended target.

     Pinkerton comes through the Ice Factory, running at Carnby.

     The bullet flies directly at him.

     The bullet hits Pinkerton in the shoulder. But it only seems
     to anger Pinkerton further. He keeps running at Carnby.

     Pinkerton leaps at Carnby. Carnby FIRES again. But Pinkerton
     dodges the bullet and it hits a block of ice, SHATTERING it
     in a hail of ice shards.

     Pinkerton rolls with his dodge and races off into the stacks
     of ice blocks.

     Carnby tries to track Pinkerton's movements through the ice
     stacks. He hears the sound of Pinkerton MOVING, but can't see
     him. His gun is ready. He searches around.

     Suddenly, there's a RUSH of movement behind him. Carnby
     dodges just as Pinkerton's fist comes flying out. Pinkerton
     connects with an ice block, SHATTERING it.

     Carnby is backed into a dead end in the Ice Factory. He turns
     to face Pinkerton, gun ready.

     But Pinkerton is on him too quickly. He lunges at Carnby,
     hoisting him over his head and SLAMMING him down on a
     conveyer belt.

     Pinkerton drags Carnby along the conveyer belt. But Carnby
     grabs a hanging chain to steady himself. With a quick kick,
     Carnby uses the momentum to flip Pinkerton over him.

     Pinkerton flies through the air towards a large ice pick
     wedged into the wall. The sharp point of the ice pick punches
     right through Pinkerton's torso, impaling him. He is
     immediately killed.

     Carnby leans up against the wall, steadying himself. He pulls
     the stone carving out of his pocket to check it. In the
     fight, the carving has been cracked into pieces.

     But the broken carving reveals something hidden inside it, a
     small gold artifact that was concealed in the carving.

     The artifact is a gold circle, flat on the top and bottom,
     its thick round side engraved with intricate Abkani symbols.

     This is the lynchpin artifact, the piece which connects the
     other artifacts together.

     *** SCENES 14, 15, AND 16 OMITTED ***

17   EXT. MUSEUM - DAY                                            17

     The elegant Museum of Natural History. A wide staircase leads
     up to an entranceway surrounded by stone pillars.

     Over the front of the Museum hangs a large banner reading:


18   INT. MUSEUM/MAIN HALL - DAY                                  18

     The high-ceilinged Main Hall of the Museum. Glass display
     cases are set up to showcase archeological artifacts.

     ALINE CEDRAC (late 20s), studious but dynamic, stands in
     front of a display case. She carries a clipboard.

     A heavy-set GUARD (early 50s) approaches, followed by a
     DELIVERY GUY (late 20s), who hauls in a crate on a dolly.

                 Got another delivery, Ms. Cedrac.

     Aline checks her clipboard.

                 I don't have anything scheduled. What
                 museum was it transferred from?

                 The Delivery Guy reads the information on his clipboard.

                         DELIVERY GUY
                 For Dr. Hudgens, from Dr. Hudgens.

                 It's probably an error. It must be for
                 the big Abkani show.

                         DELIVERY GUY
                 Abkani? What the hell's Abkani?

                 Ancient Native American civilization.
                 They were this super-advanced culture,
                 but something like ten thousand years
                 ago, they just disappeared.

                 You've been reading up.

                  Not much else to do around here at night.

     Aline picks up a crowbar and approaches the crate.

                         DELIVERY GUY
                 Says here it's not to be opened by anyone
                 but Dr. Hudgens.

                 This is Aline Cedrac. She's the assistant

                 We've got Abkani artifacts coming in from
                 museums around the world. Until Hudgens
                 gets back, I'm doing all the cataloguing

     Aline pries open the lid of the crate with the crow-bar. Out
     of the packing foam, Aline lifts up a heavy stone tablet
     carved with elaborate Abkani symbols. Aline holds it up,

                 Where is Hudgens anyway? The show opens
                 in a few days.

                 Off on another archeological goosechase.
                 He thinks he's finally found the Erebus.

                 So he sticks you with the work. At least
                 it keeps your mind off your boyfriend.

     Aline pleasant expression suddenly turns awkward.

                 I'll be in my office if you need me.

     Aline quickly walks off, taking the stone tablet with her.

                         DELIVERY GUY
                 What was that all about?

                 Damn it... I shouldn't have said that.
                 Her boyfriend's been missing for the last
                 three months.

     Delivery Guy shakes his head at the Guard.

                         DELIVERY GUY
                 Nice going, jack-ass.

19   EXT. SHIP DECK - DAY                                         19

     A large Ship out on the open sea.

     CREWMEN scurry around the deck attending to a huge crane that
     hangs over the side of the Ship. Chains leads from the crane
     into the water.

     DR. LIONEL HUDGENS (mid-60s), wiry and severe with a sharp
     intelligence, stands on the deck with CAPTAIN CHERNICK (late
     40s). They look down at the water.

                         CAPTAIN CHERNICK
                 They say a sunken ship is like a grave.
                 It should never be disturbed.

                 I've been searching for the Erebus for
                 twenty years, Captain. Now that I've
                 found it, I'm afraid your ill-informed
                 superstitions aren't enough to stop me.

20   EXT. WATER SURFACE                                           20

     Two DIVERS in high-tech Newt Suits break the surface. They
     signal to Captain Chernick.

21   EXT. SHIP DECK                                               21

     Hudgens nods to Captain Chernick.

                 Bring it up.

     Captain Chernick signals to his Crewmen.

     The crane is engaged. The chains run through the mechanism of
     the crane, pulling something to the surface.

     The crane GROANS under the weight. Captain Chernick looks
     nervous as the crane SHUDDERS with the strain.

22   EXT. WATER SURFACE                                           22

     Out of the ocean, the crane raises a large, heavy container.

     The container is about eight feet long. It is battered and
     damaged by the ocean water, and covered in barnacles.

23   INT. CARNBY'S LOFT - DUSK                                    23

     Carnby unlocks the multiple locks on the front door to his
     Loft and enters.

     As Carnby walks through the Loft, he passes his answering
     machine. The MESSAGES indicator blinks. Carnby presses the
     button to retrieve his messages.

                         JOHN (ON THE MACHINE)
                 Edward, John here. Hope things went well
                 wherever you were this time. And, please,
                 do not, I repeat, do not tell me about
                 it. Every time you tell me about your
                 latest case, I get nightmares for a week.
                 Anyway, give me a call when you get back.
                 Linda wants to have you by for dinner.
                 Lord knows why, but she seems to like
                 you. And if you haven't scared Aline away
                 yet, bring her along.

     The Loft is a large, incredibly cool-looking space.

     In one corner is a lab area filled with high-tech scientific
     equipment. At another work station, dozens of drawings, maps,
     and photos are spread out next to a flat-screen computer. A
     few photos are tacked to a corkboard.

     Several bookshelves, all crammed with books, line one wall. A
     old framed photograph sits on a bookshelf, a faded photo of
     twenty CHILDREN sitting on the front steps of the Orphanage.

     Sister Clara stands with them. Young Edward sits to one side.

     A weapons cabinet features racks lined with guns and blade
     weapons. In another corner is a work-out area.

     The sleek, modern kitchen and living quarters are in another
     corner. The bed is set up against a wall of large windows.

     Outside the windows, the sun is setting.

     Approaching the lab area, Carnby takes out the lynchpin
     artifact. He turns it around in his fingers, watching the
     light glint off it.

24   EXT. DOCKS - NIGHT                                           24

     The Ship is docked at a mist-enshrouded pier. Overhead lights
     along the dock illuminate the area.

     A transport truck is parked on the Dock just next to the
     Ship's loading ramp.

     In front of the ramp, five CREWMEN with automatic weapons
     stand guard, smoking and looking vigilant.

     *** SCENE 25 OMITTED ***

26   EXT. SHIP DECK - NIGHT                                       26

     Standing on the Ship's wide deck, Captain Chernick looks
     impatient. Hudgens stands over the large, barnacle-covered
     container. The container is secured with a heavy rusted lock.

     Two large, muscular men, the FIRST MATE and CREWMAN BARNES,
     check the chains connecting the container to the huge crane
     on the deck. They are preparing to load it onto the truck on
     the Dock.

                         CAPTAIN CHERNICK
                 Don't you want to open it? Make sure it's
                 what you're looking for?

                 The conditions must be perfect.
                  Otherwise, there will be... consequences.

     Captain Chernick steps up to the barnacle-covered container.

     He notices that a section of the barnacles have gotten
     scraped off in the transport.

     Under the barnacles, the container is revealed to made of
     gold. Chernick look startled.

     Captain Chernick rubs the gold spot on the container and
     looks closely at it.

                         CAPTAIN CHERNICK
                 Is this made of solid gold?

                 Did you know the Abkani were the first
                 civilization to use gold for their
                 valuables? They believed it held the
                 power to contain evil spirits. Thousands
                 of years later, we don't even remember
                 why gold was valuable to us in the first
                 place. Now, let's load it onto the truck.

     Captain Chernick exchanges a look with the First Mate and
     Crewman Barnes. They both give him a subtle nod.

26A  INT. CARNBY'S LOFT                                          26A

     Carnby sits in his lab area, studying the lynchpin artifact
     under an illuminated magnifying lamp.

     The computer runs an analysis of the symbols carved into the
     artifact. The symbols flash by. The computer BEEPS, ready. It
     has isolated the origins of the symbols. They are ABKANI.

     Carnby looks over at a photo tacked to the corkboard next to
     the work station. The photo is of Carnby and Aline.

26B  INT. MUSEUM/ALINE'S OFFICE                                  26B

     The Office is cluttered with books, maps, diagrams, and
     strange artifacts. Along one wall are several ceiling-high
     shelving units, each containing rows of drawers. The drawers
     hold artifacts from the Museum's collection.

     Aline inspects the stone tablet. She speaks into a tape
     recorder, like a coroner recording an autopsy.

                 The pictograms are late-period Abkani. It
                 seems to be some sort of... prophecy.
                 Shadows that make ghosts of men. The
                 world of light consumed by darkness. This
                 is the first indication I've ever seen
                 that the Abkani had a myth about the end
                 of the world.

26C  EXT. SHIP DECK                                              26C

     Captain Chernick approaches Hudgens at the container. The
     First Mate and Crewman Barnes stand quietly behind them.

                         CAPTAIN CHERNICK
                 If the container's made of gold,
                 whatever's inside must be worth a

                 You have no idea...

     Chernick pulls out a pistol.

                         CAPTAIN CHERNICK
                 But I'm looking forward to finding out.

     Chernick smacks Hudgens across the face with his pistol.

     Hudgens gives Chernick a grim look.

                 I suppose one should not be surprised
                 when mercenaries act mercenary.

     Crewman Barnes grabs Hudgens and twists his arms behind his
     back, incapacitating him. The First Mate pulls out a revolver
     and points it right at Hudgens' face.

     Captain Chernick wedges a crowbar into the container's lock.

                         HUDGENS (CONT'D)
                 You're making a terrible mistake.

                         CAPTAIN CHERNICK
                 The only mistake would be letting you
                 walk out with whatever's in there.

     Crewman Barnes SMASHES Hudgens' head against the container.

     Hudgens is dazed from the blow.

                         CAPTAIN CHERNICK (CONT'D)
                 Throw him in there.

     Crewman Barnes throws the dazed Hudgens into a Storage Room
     built onto the Deck. He slams the thick metal door closed.

     The door has a small, glass-covered peephole built into it.

     Chernick pries open the lock with the crowbar. Chernick hands
     the First Mate the crowbar and he jams it into the handle of
     the door, wedging it closed.

27   INT. SHIP STORAGE ROOM - CONTINUOUS                          27

     Hudgens struggles to his feet. He BANGS on the door, trying
     to pull it open.

                 Captain! Don't open it!

28   EXT. SHIP DECK - CONTINUOUS                                  28

     The First Mate and Crewman Barnes watch in fasciation as
     Captain Chernick prepares to open the gold container.

                         CAPTAIN CHERNICK
                 Let's see what all the fuss is about...

     He opens the container.

     With a deep SIGH, the vacuum of dry air escapes.

29   INT. CARNBY'S LOFT - AT THAT MOMENT                          29

     Carnby sits in front of his computer. He scans through
     screens of information relating to Abkani civilization.

     Carnby suddenly winces in intense pain. He clutches his head,
     staggering to his feet. He knocks over a desk lamp and a
     chair as he stumbles back.

     Grabbing his head and trying to shake off the pain, Carnby
     collapses unconscious to the floor. He is out cold.

     On the work station, the lynchpin artifact starts to glow.

30   INT. JOHN'S HOUSE/BEDROOM - AT THAT MOMENT                   30

     JOHN HOUGHTON (early 30s) lies asleep in his bed next to his
     wife, LINDA HOUGHTON (early 30s).

     Suddenly, John opens his eyes.

     John quietly sits up and gets out of bed. Linda is woken up,
     but just barely. John walks out of the room.


Linda rolls over and falls back asleep.

31   EXT. JOHN'S HOUSE - NIGHT                                    31

     John exits the house. He walks down the front path and out
     into the night.

32   INT. CARNBY'S LOFT - AT THAT MOMENT                          32

     Carnby lies unconscious on the floor.

     The lynchpin artifact glows brightly, emitting a LOW HUM.

32A  INT. MUSEUM/MAIN HALL - AT THAT MOMENT                      32A

     A low wind wafts through the Main Hall.

     Air flows through the space, swirling dust along the floor. A
     banner hanging from the ceiling ripples from the breeze.


34   INT. MUSEUM/ALINE'S OFFICE - AT THAT MOMENT                  34

     Aline sits at her desk, her back to the shelving units. She
     inspects the stone tablet and takes notes.

     In one of the shelving units, a faint glow emanates out of a
     closed drawers.

     Something in another drawer begins glowing. Then the contents
     of a third drawer start to glow.

     Out of the three drawers, a LOW HUM is emitted. Aline looks
     up, tilting her head to hear the LOW HUMMING.

     She turns around to face the shelving units. She is surprised
     to see the strange glow coming out of the three drawers.

     She cautiously approaches the shelving units. She reaches a
     hand out to open the first glowing drawer.

     *** SCENE 35 OMITTED ***

36   EXT. SHIP DECK - AT THAT MOMENT                              36

     As the First Mate and Crewman Barnes watch in anticipation,
     Captain Chernick opens the gold container all the way.

     The container is empty.

     The lights along the Deck start to flicker.

37   INT. SHIP STORAGE ROOM                                       37

     The lights in the Storage Room start to flicker on and off.

     Hudgens looks up at the lights.

                 They're faster than I thought...

     *** SCENE 38 OMITTED ***

39   INT. SHIP DECK                                               39

     The lights continue to flicker. Captain Chernick turns to the
     Storage Room door. He looks back at the First Mate and
     Crewman Barnes.

                         CAPTAIN CHERNICK
                 Kill him.

     The First Mate and Crewman Barnes pull out revolvers. They
     approach the Storage Room door.

     There's a WHOOSH of movement behind them. The three men all
     turn, surprised. But nothing is there.

     Suddenly, Captain Chernick is thrown back by something
     invisible. He is hoisted into the air. He looks shocked.

     Captain Chernick seems to be floating just above the ground,
     although it is clear something invisible is holding him up.

     The First Mate and Crewman Barnes look on, stunned, their
     revolvers aimed at the floating Captain.

     Captain Chernick's body contorts, as if something had been
     thrust into it. With a burst of blood, a hole is ripped into
     his torso, killing him.

     Captain Chernick's lifeless body is dropped to the ground.

     Terrified, the First Mate and Crewman Barnes aim their
     revolvers at the empty air. They OPEN FIRE.

40   INT. SHIP STORAGE ROOM                                       40

     Hudgens stands at the door, listening to the GUNFIRE.

     He looks through the peephole in the door. The peephole is
     dirty, hard to see through. Something frantic is happening
     outside the door, but it's hard to see exactly what.

     There is more GUNFIRE and then SCREAMING. Short BURSTS of
     AUTOMATIC GUNFIRE follow, and more SCREAMING.

     And then, all is quiet.

     Hudgens grabs a discarded metal rod and jams it into the door
     handle, wedging it closed. He backs away from the door. The
     only weapon he can see is a box-cutter. He grabs it, holding
     it out in front of him.

     Suddenly, there's a CRASH at the door. Something pushes at
     the door, trying to get in. The door RATTLES and THUMPS from
     the impact.

     Hudgens, still holding the box-cutter, strains against the
     door, using all the effort he can muster to keep it shut. The
     metal rod wedged against the door is starting to buckle.

     Suddenly, the door is still. Hudgens waits. Nothing.

     There's a CRASH as another impact hits the door. The RACKET
     is even more intense. But the door holds.

     Finally, the thrashing stops. All is quiet again.

     The lights in the Storage Room stop flickering. They come
     back on. Hudgens listens, straining to hear anything at all.

     Cautious, Hudgens pulls away the metal rod. He gingerly
     touches the door. With a long CREAK, it slowly swings open.

     The crowbar was shaken loose from all the impacts.

     *** SCENES 41 TO 44 OMITTED ***


46   INT. SHIP DECK - CONTINUOUS                                  46

     Hudgens steps out of the Storage Room. He looks around the
     Deck. Mist blows in off the water. The night is quiet.

     Bodies lie everywhere, Captain Chernick, the First Mate,
     Crewman Barnes, the other Crewmen. Their weapons lie next to
     their slashed, ripped open bodies.

     Bullet holes are pocked around the Deck. Streaks of blood are
     smeared everywhere. Shell casings and corpses are all that
     remain of the battle.

     Tense, carefully looking around, Hudgens walks up to the
     empty gold container.

     He reaches into it, pressing a concealed panel at the back of
     the container.

     The panel opens, revealing a small artifact. The artifact is
     a thin hollow cylinder with a thick little protrusion on one
     end. It is covered in Abkani symbols.

     Hudgens takes out the artifact. He turns it around in his
     hand. He looks pleased.

     *** SCENE 47 OMITTED ***

48   INT. BUREAU 713/HALLWAY - NIGHT                              48

     Everything in Bureau 713's Headquarters looks sleek and hightech.

     There are no windows anywhere.

     COMMANDER BURKE (late 30s) strides purposefully down the
     hallway. He is confident to the point of arrogance.

     His second-in-command, AGENT MILES (mid-30s), driven and
     efficient, hurries to keep up.

                 This better be good, Miles.

                         AGENT MILES
                 Sir, we're getting some strange readings
                 in the control room.

                 This is Bureau 713. "Strange" doesn't
                 even crack my radar. Now what's the

                         AGENT MILES
                 Well, sir, normal levels of paranormal
                 activity range from three to five...

                 Yes Miles. And what level are the sensors
                 picking up now?

Burke and Miles arrive at the Control Room. Burke nods to two
BUREAU GUARDS standing at the entrance.

                         AGENT MILES
                 We don't know.

     Burke stops and looks at Agent Miles for the first time.

                         AGENT MILES (CONT'D)
                 They only go up to 50.

     Agent Miles opens the door to the Control Room.


     Inside the Control Room, the banks of monitors and sensors
     are all lit up. Streams of data flow across the monitors.

     Burke and Miles stand at the doorway.

     AGENT "KRASH" KRASHINSKY (mid-30s), a cool and collected
     female tech-geek, scans through data on the monitors. She
     always wears a headset.

                 What are we looking at, Krashinsky?

                 Electromagnetics off the scale,

     AGENT YONEK, a Control Room techie, adjusts the sensors.

                         AGENT YONEK
                 Recalibrating sensors now, sir.

     Burke looks concerned for the first time.

50   INT. ORPHANAGE/DEN - NIGHT - TWENTY YEARS AGO                50

     Young Edward (age 10) walks through the Den. The lights are
     all out. The Den is musty, but clean.

     A sliver of light glows from underneath the doorway to Sister
     Clara's bedroom. Young Edward KNOCKS softly on the door.

     Sister Clara opens the door. She wears her nightgown.

                         SISTER CLARA
                 Still having trouble sleeping, Edward?
                 You can't stay up all night, you know.

                         YOUNG EDWARD
                 Sister, something's happened.

                         SISTER CLARA
                 What is it, Edward?

                         YOUNG EDWARD
                 They're not gone anymore. The others are


     Sister Clara throws open the door to one of the children's
     bedrooms. Ten beds are lined up along the wall. All ten of
     them have CHILDREN asleep in them.

     Sister Clara GASPS, holding her hand to her mouth.

54   INT. CARNBY'S LOFT - DAY                                     54

     Carnby lurches awake. He is still lying on the floor.

     His cellphone is RINGING. Carnby gets to his feet, rubbing
     his temples, trying to get his bearings. He answers his cell.


                         LINDA (ON THE PHONE)
                 Edward, thank god!

                 Linda, what's wrong?

                         LINDA (ON THE PHONE)
                 It's John. I woke up and... he's just
                 gone. All his clothes are here. His car's
                 in the garage. It's like he just got up
                 in the middle of the night and walked

55   EXT. JOHN'S HOUSE/FRONT PORCH - DAY                          55

     Linda stands on the Front Porch, her eyes red from crying.

     Carnby is just leaving. He holds some recent photos of John.

                 I'll figure this out, Linda. I'll find

     Carnby moves to leave.

                 Edward... you've known each other since
                 you were kids. Did he... did he tell you
                 he was leaving me?

                 Of course not.

                 Then where is he, Edward? What's going

     *** SCENES 56 AND 57 OMITTED ***

57A  EXT. ORPHANAGE - DAY                                        57A

     The Orphanage looks much the same after twenty years. It is
     slightly more worn-down, but still well-maintained.

     Carnby drives up the gravel driveway in his black SUV. He
     pulls to a stop behind an old, battered yellow School Bus.

     From a window on the ground floor, SISTER CLARA (now mid-60s)
     watches him.

     A few CHILDREN play on the Orphanage's front lawn. They all
     look over at Carnby, curious, eager.

     Carnby exits his SUV. He looks around at the Orphanage
     grounds as he walks up the front steps. He smiles at the

     Sister Clara opens the front door. SOPHIE (age 13) stands
     with her, eyeing Carnby suspiciously.

                         SISTER CLARA
                 Welcome home, Edward.

     Should I make some tea?

                         SISTER CLARA
                 Yes. Thank you, Sophie.

     Sophie sneaks a look back at Carnby as she enters the house.

     Sister Clara approaches Carnby, smiling warmly.

                         SISTER CLARA (CONT'D)
                 Let me get a look at you. Are you
                 sleeping enough?

                 Sister... John disappeared last night.
                  And something happened to me as well.

     Sister Clara's expression drops.

                         SISTER CLARA
                 It's happening again.

     A YOUNG GIRL (age 8) runs up to them. She hides behind Sister
     Clara, staring up at Carnby, curious, a little scared. Carnby
     smiles at the Young Girl and she ducks behind Sister Clara.

     But then she sticks her face out to watch him again.

                 I need your help, Sister. I need to find
                 the others.

                         SISTER CLARA
                 I'll get their files.


57C  INT. CARNBY'S LOFT - DAY                                    57C

     Carnby is on the phone, sitting in front of his computer.

     While he speaks, he reads information on the FEDERAL MISSING
     PERSON DATABASE. The computer processes information.

                 I'll let you know as soon as I hear

     Carnby hangs up the phone.

     Carnby has a list of nineteen names, the grown-up ORPHANS
     from his Orphanage. Next to each name, Carnby has written a
     note. Fourteen are missing. Five are unaccounted for so far.

     Carnby writes a note next to the second-to-last name on the
     list. Also missing. Four now unaccounted for.

     On the work station is a stack of the Orphanage's worn-out
     old file folders. Each file matches a name on the list.

     The database finishes processing. It has found a match. A
     MISSING PERSON REPORT flashes onscreen. It's the final name
     of the list. Carnby makes a note next to the name.

     Carnby hits PRINT and the report comes out of the printer. He
     adds it to a small stack of similar reports.

     Each report has a photo of a missing Orphan, both MALE and
     FEMALE. One of the photos is of John Houghton.

     Sixteen are missing. Three are unaccounted for.

58   EXT. RESTAURANT PATIO - DAY                                  58

     The outdoor patio of a downtown Restaurant. Carnby sits with
     a coffee and a cherry pie at a table for two.

     AGENT PAUL FISCHER (mid-50s), precise but friendly,
     approaches the table and sits down across from Carnby.

                 Why did I agree to this?

                 A WAITER walks up. He puts down a plate of pecan pie in front
                 of Fischer. The Waiter smiles and walks away.

                  I ordered for you, Fischer. It's pecan.

     Fischer gives Carnby a smirk.

                 You've got a good memory, Carnby.

     Fischer takes a bite of the pecan pie.

     Fischer pulls out a file and slides it across the table.

     Carnby opens the file. Inside it are photos and reports on
     the three remaining Orphans from Carnby's list.

                         FISCHER (CONT'D)
                 I tracked down the three you asked about.
                 They all disappeared last night. Same
                 story. No suitcase. No car. Just up and
                 walked out in the middle of the night.

                 That means all nineteen are missing.

                 I ran full cross-references. Nothing much
                 in common between them. Except they all
                 grew up in the same orphanage. Your
                 orphanage. What's going on, Carnby?

                 That's what I'm trying to find out.

     Carnby gets up to leave. He picks up the file.

                         CARNBY (CONT'D)
                 Thanks Fischer. It's good to know I've
                 still got friends at 713.

     *** SCENE 59 OMITTED ***

60   EXT. MUSEUM - DUSK                                           60

     As the sun sets, the streetlights around the Museum all come
     on in unison, bathing the area in a warm glow.

     The lights are all on in the Museum.

61   INT. MUSEUM/ALINE'S OFFICE - NIGHT                           61

     Aline sits at her desk, notes spread out in front of her. The
     notes show various Abkani symbols. She writes down comments
     in the margins.

     The phone RINGS. Aline answers it.


                         HUDGENS (ON THE PHONE)
                 Did a shipment arrive for me today?

                 It's a fascinating piece, Dr. Hudgens. I
                 started decoding the pictograms and...

                         HUDGENS (ON THE PHONE)
                 Who told you to do that? That crate was
                 not to be opened.

                 I was only going to catalogue it for you.

                         HUDGENS (ON THE PHONE)
                 It's not your place to question my
                 instructions, Ms. Cedrac. Leave the
                 tablet alone. I'll catalogue it myself
                 when I get back.

                 But, Dr. Hudgens, I was just...

     But Hudgens has already hung up. Aline looks at the receiver,
     frustrated. She hangs up the phone.

     She looks up, tilting her head to hear FOOTSTEPS approaching.

     The Guard KNOCKS on the open door.

                 There's... somebody here to see you.

62   INT. MUSEUM/MAIN HALL - DUSK                                 62

     Aline exits quickly out of a service door, looking anxious.

     The Guard scurries after her.

     Carnby stands in front of the Security Desk.


     Aline runs up and embraces Carnby. She holds him tightly.

     Aline lets go. They hold eye contact.

     Then, Aline rears back and PUNCHES Carnby in the face. Hard.

     Carnby takes the hit, rubbing his jaw.

                 I missed you too.

                 I thought you were dead, you asshole!

                 Aline... let me explain. In private.

     Carnby looks over at the Guard. The Guard pretends to read
     his newspaper.

                 Give me one reason why I'd ever want to
                 speak to you again?

Carnby reaches into his pocket and takes out the lynchpin

     Aline stares down at it, immediately fascinated.

                         ALINE (CONT'D)
                 It's Abkani...

                 Five minutes, Aline. I'll tell you

63   INT. MUSEUM/ALINE'S OFFICE                                   63

     Carnby stands with Aline at her desk, while she scans a 3-D
     rendering of the lynchpin artifact into her computer.

                 I was in the Amazon for six weeks,
                 tracking poachers through their transport
                 lines. Then I fell in with a group of ex-
                 Chilean military selling artifacts on the
                 black-market. This was found in a gold
                 mine in the southern tip of Chile.

                 And how did you end up with it?

                 I asked very nicely.

     Beat. Aline looks up at Carnby.

                 You should've called, Edward. Or written.
                 Just to let me know you were alive.

     Aline picks up the lynchpin artifact, inspecting it. She runs
     her fingers over the Abkani symbols carved into it.

                 Does it make any sense to you?

                 Yesterday, maybe not. But something
                 happened last night.


     Aline and Carnby stand at a work station. A piece of cloth
     covers up something on the work station.

     Aline pulls back the cloth, revealing three Abkani artifacts.

     Each of the three artifacts is a gold ring, one small and
     thin, one medium and slightly thicker, and one large. The
     large ring is shaped like a pyramid with the top cut off and
     has thin protrusions on its base. Each of the ring artifacts
     is well-worn from age and engraved with Abkani symbols.

     Aline puts the lynchpin artifact down next to the others.

                 They were found in completely different
                 locations. Alaska. Newfoundland.
                 Venezuela. And now this one's from Chile.

                 Ten thousand years ago, it would've been
                 like burying them at the ends of the

     Aline picks up the lynchpin artifact again. She runs her
     fingers over one symbol in particular, carved into the flat
     top of the artifact: the DARK SPIRIT.

                 The Abkani's written language is based on
                 pictograms. Combinations of symbols to
                 create different meanings. But there's
                 one here I've never seen before.

     The lights in the Office start to flicker. In unison, the
     computer monitors all go dark.

     Carnby pulls out a flashlight and flicks it on.

                 You're not trying to seduce me, are you?

                 Give me that.

     Aline grabs Carnby's flashlight. She lights their way to the
     Office door.

     *** SCENE 64 OMITTED ***

65   INT. MUSEUM/MAIN HALL                                        65

     The lights flicker. Large shadows are cast through the area
     by the remaining, dim lights.

     The Guard sits at the Security Desk, talking on the phone.

     The security monitors are all out.

                         GUARD (INTO PHONE)
                 I don't care if nothing's wrong with the
                 grid. Something's definitely wrong with
                 our power. Get someone down here, pronto.

     The Guard hangs up the phone.

     There's a WHOOSH of movement behind him. The Guard turns to
     the sound. Silence.

     He flicks on his flashlight, shining the beam into the dark
     corners of the area. Nothing is there.

     Something CLATTERS in another room. The Guard quickly turns
     to the sound of the movement.

65A  INT. MUSEUM/HALLWAY                                         65A

     Carnby and Aline walk down the Hallway. Framed art hangs from
     the walls. Small sculptures sit on pedestals along the way.

     The overhead lights in the Hallway emit only a low glow,
     flickering sporadically.

     Aline leads the way with a flashlight. They come up to a door
     to a second Hallway.

     The hairs on the back of Carnby's neck rise up. He touches
     the back of his neck, spooked. Aline notices.

                 What is it?

                 Hairs on the back of my neck just stood

     Aline gets it.

     Carnby pulls out his PARA-METER. It's an old, battered
     device. The display lights up as Carnby turns it on. The parameter
     immediately picks up some readings.

                 How come every time you show up, my life
                 gets complicated?

                 I could ask you the same thing.

     Carnby listens at the door. Carnby nods to Aline as he opens
     the door. Nothing is there.

65B  INT. MUSEUM/CERAMICS ROOM                                   65B

     The Guard enters the Ceramics Room. The overhead lights give
     off only low glows, flickering sporadically.

     The display cases and large sculptures give off long shadows.

     The Guard walks through the room, shining his flashlight
     around. He can't see anything out of the ordinary.

     A WHOOSH of movement slips past the Guard. He turns quickly.


     He shines his flashlight around, looking for anything out of
     the ordinary. He stands with his back to a display case.

     From out of the shadows behind the display case, a long,
     segmented tail emerges.

     The tail is covered in hard, dark scales. At the end of the
     tail is a sharp spike.

     The tail suddenly flicks at the Guard, piercing him through
     the back of the head and out his mouth. The tail's spike
     glistens with fresh blood.

     The Guard's flashlight CLATTERS to the floor. The bulb

     The tail withdraws from the Guard. The Guard's body falls to
     the ground, dead.

65C  INT. MUSEUM/HALLWAY 2                                       65C

     Aline leads the way with the flashlight, followed by Carnby.

     The Hallway is only faintly lit.

     From up ahead, they hear a CLATTERING sound.

     Carnby reaches into his holster and pulls out his revolver.

     Aline hands him the flashlight without a word.

     *** SCENES 66 TO 68 OMITTED ***

69   INT. MUSEUM/CERAMICS ROOM                                    69

     Aline and Carnby quietly come out a service door that leads
     to the Ceramics Room. They conceal themselves behind a pair
     of columns, scanning the area before they step out.

     The lights are dim, with long shadows stretching out through
     the area.

     Aline is about to speak, but Carnby puts a finger to his
     mouth and shakes his head, no.

     The dead body of the Guard lies in a pool of blood on the
     ground. There seems to be no one else around.

     But then, silently, moving with a fluid grace, a XENOMORPH
     CREATURE emerges out of the shadows.

     The xenomorph creature is huge, terrifying. It is seven feet
     tall, covered in thick, dark scales. It stands on two legs,
     with long, powerful arms that end in razor-sharp claws and a
     segmented, spiked tail poised behind it.

     Its demonic head has black, sunken eyes and a severe jaw
     lined with jagged, fang-like teeth. The head is identical to
     the stone carving in which the lynchpin artifact was encased.

     Carnby and Aline look shocked. They freeze, not moving a

     Another xenomorph creature steps out of the shadows.

     The two creatures congregate in the middle of the room. They
     are the same hulking, grotesque brutes.

     The two creatures start to communicate. An unintelligible
     language passes between them.

     Suddenly, one of the creatures looks up, sensing something.

     The creature looks directly at Carnby and Aline, hiding
     behind the columns.

     The creature delivers a SHARP WHISPER.

     And with that, the creature fades into invisibility. It has
     totally disappeared.

     The second creature immediately follows suit, also fading

                 I think we'd better run...

     Carnby and Aline scramble to their feet and sprint back
     towards the service door.

     An invisible creature comes racing after them. All that is
     visible is the effect of the creature's movement. It knocks
     over a statue as it chases after them. The statue SMASHES to
     the ground.

     Aline is through the door. Carnby runs through it and Aline
     pulls it closed behind them.

     *** SCENE A69 OMITTED ***

69A  INT. MUSEUM/HALLWAY 2                                       69A

     Aline and Carnby run down the long Hallway, towards a pair of
     double-doors at the other end.

     The service door behind them bursts open. An invisible
     creature runs down the Hallway towards them.

     As the invisible creature runs, it knocks framed art off the
     walls, smashes aside tables and chairs. The creature isn't
     visible, only the effect of its movement.

     Carnby turns and FIRES his gun at the on-rushing creature.

     But his bullets don't hit anything except the wall on the
     other side of the Hallway.

     Carnby keeps FIRING, still not hitting anything.

     The invisible creature races towards them.

     Suddenly, the double-doors at the other end of the Hallway
     burst open. The second invisible creature starts running
     towards them.

     Both directions down the Hallway are now blocked.

     Carnby spots an open door marked STORAGE ROOM. He pushes
     Aline into it and jumps in after her.

69B  INT. MUSEUM/STORAGE ROOM                                    69B

     Carnby leans up against the door, pushing it closed. Aline
     fumbles for her building keys.

     There's a CRASH as the creature SLAMS against the other side
     of the door. Carnby strains to keep it closed. The door
     RATTLES as the creature CRASHES into it again.

     Aline finds the right key. She gets it into the lock.

     Suddenly, the creature PUNCHES a clawed hand right through
     the door.

     The hand is visible as it digs its claws into Aline's arm.

     The claws cut deep gashes into her. She SCREAMS in pain.

     The impact knocks the key out of the lock. Aline drops the
     keys as she clutches her arm.

     The creature's arm retracts out the hole in the door. It
     SMASHES into the door even harder, trying to break through.

     Carnby strains against the door, trying to keep it closed.

                 Can't hold it...

     Aline grabs her keys. She finds the right key, jams the key
     in the lock, and turns the bolt.

     There's another CRASH at the door. But the lock holds.

                         CARNBY (CONT'D)
                 Is there any way out of here?

                 No! Why didn't you ask me that before you
                 pushed me in here?

There's another CRASH. Carnby and Aline back away from the
door. The door starts to buckle from the impacts.

     Carnby reloads his revolver. He has it ready.

     But then the CRASHING stops. Aline and Carnby listen.

     Everything is quiet.

     The sound of HELICOPTERS can be faintly heard in the

     Carnby listens against the door.

                         ALINE (CONT'D)
                 What do you think?

Carnby nods to her. Aline unlocks the door.

     Carnby steps out of the Storage Room, revolver ready. The
     Hallway is empty.

     Aline steps out behind him. She motions to the double-doors
     at the end of the Hallway.

                 Those doors lead to the front entrance.

     Carnby hands Aline the flashlight. He grips his revolver.

     Carnby and Aline move down the Hallway towards the doubledoors.

     As they move, they listen intently. The only thing
     they can hear is the sound of their FOOTSTEPS.

     *** SCENES 69D To 69G OMITTED ***

     *** SCENE 69H NOW SCENE 69C ***

     *** SCENES 70 TO 82 OMITTED ***

83   INT. MUSEUM/MAIN HALL                                        83

     Aline and Carnby quietly open the double-doors leading into
     the Main Hall.

     The lights are dim. Moonlight streams in through the skylight
     above them.

     Aline shines the flashlight around. She hears a WHOOSH of
     movement behind her and shines the flashlight towards it.

     The sound of a quickly approaching HELICOPTER can be heard in
     the distance.

     The double-doors BURST open as an invisible creature SMASHES
     through them.

     It chases after them, knocking everything in its path out of
     the way
     Carnby and Aline run.

     Up ahead of them, the second invisible creature comes
     CRASHING through the display cases, heading right for them.

     Carnby and Aline are trapped between the two invisible
     creatures. They have nowhere to run.

     The sound of a HELICOPTER rises up overhead.

     Suddenly, powerful spotlights switch on, shining bright blue
     beams through the skylight. Another set of spotlight beams
     shine through the high windows lining the Main Hall.

84   EXT. MUSEUM - CONTINUOUS                                     84

     A sleek black Bureau 713 helicopter hovers over the building.

     A pair of spotlights shine beams down through the skylight.

85   INT. MUSEUM/MAIN HALL - CONTINUOUS                           85

     In a hail of shattered glass, AGENTS BARR (male), CHEUNG
     (female), and MARKO (male) burst through the skylight,
     rappelling down on zip-lines from the hovering helicopter.

     They each carry a sleek, high-tech assault rifle with a lamp
     mounted on the top. They all wear full Bureau 713 combat
     gear, body armor with a headset comm-link and a helmet with a
     dark visor mounted on it.

     The creatures HISS in reaction and scramble out of the
     spotlights from the helicopter.

     The Agents immediately open FIRE. Their bullets glow with a
     pulse of yellow light as they streak through the air.

     All Carnby and Aline can see is the Agents shooting glowing
     bullets into the unnaturally long shadows.

     But the SQUEAL of one of the creatures shows that the Agents'
     bullets have found their target.

     As the glowing bullets hit the creature, it momentarily
     flashes visible, then invisible again.

     The two invisible creatures scatter, slipping away into the

     The Agents cut their zip-lines, dropping to the ground.

     As they land, they all flip on their rifle-mounted lamps. The
     bright blue beams cut through the darkness.

     Their movements are precise, controlled. They all have their
     rifles out, scanning the area.

     Agent Barr has a high-tech scanning device attached to his
     rifle. It is an updated version of Carnby's para-meter that
     monitors the electromagnetic energy in the vicinity. It is
     used to detect the presence of the xenomorph creatures.

                         AGENT BARR
                 Reading two xenos.

                         KRASH (ON THE COMM-LINK)

     A long shadow slips across the room. Agent Cheung sees it.

                         AGENT CHEUNG

     Agent Cheung opens FIRE. Agents Barr and Marko are
     immediately at her side, FIRING at the invisible creature.

     Their bullets glow as they streak through the air.

     But the creature is too fast. The glowing bullets streak
     through the air, but don't hit it.

                         KRASH (ON THE COMM-LINK)
                 Losing readings.

                         AGENT BARR
                 Cheung! Marko! Don't let them get away!

     Agents Cheung and Marko open FIRE, sending streams of glowing
     bullets across the Main Hall. But they don't hit anything.

     Agent Barr scans around with his rifle-mounted para-meter and
     lamp. Nothing.

     Carnby and Aline stand back, not wanting to get in the
     Agents' way, not equipped to really help.

     The dim lights suddenly flicker and come back on at full
     strength, bathing the debris of the battle in a warm glow.

     Agent Barr turns his rifle to Carnby and Aline. They stand
     their ground, facing him.


     Krash reads the data streaming by on her banks of monitors.

     She speaks into her omnipresent headset.

                 Readings gone. You lost them, Barr.

85B  INT. MUSEUM/MAIN HALL - AT THAT MOMENT                      85B

     Agent Barr holds his rifle trained at Carnby and Aline.

     Agents Cheung and Marko move through the double-doors into
     the Hallway sweeping the area with their lamps, making sure
     the creatures are gone.

                         AGENT BARR (INTO COMM-LINK)
                 Goddamn it, Krash, I know. Commander
                 Burke, we're secure. And sir... Carnby is

86   EXT. MUSEUM - NIGHT                                          86

     The lights around the Museum have come back on.

     A pair of Bureau 713 Humvees are parked with large spotlights
     set up in front of them, shining into the Museum.

     Commander Burke stands with Agent Miles. They both wear full
     combat gear, visors, and headset comm-links. Burke addresses
     five AGENTS in combat gear.

                 I want a full security sweep. Miles, get
                 Fischer to send his sci-and-spy boys down
                 here. Now go.

     The Agents stream into the Museum in formation. Burke and
     Miles follow in after them.

87   INT. MUSEUM/MAIN HALL                                        87

     The silhouettes of the five Agents, Burke, and Miles come
     through the spotlight beams as they enter the Museum.

     Burke strides up to Carnby and Aline, who stand with Agent
     Barr. Miles follows after him.

                 What the hell are you doing here, Carnby?

                 Hey Richie.

                 It's Commander Burke. This is my unit.

                 They saved our lives.

                 You used to be able to take care of
                 yourself, Carnby. Gotten soft since you
                 left 713?

Miles steps in between Burke and Carnby.

                         AGENT MILES
                 Ms. Cedrac, I'm Agent Miles. This is
                 Commander Burke.

                 Aline Cedrac. Pleasure to meet you. How's
                 the Ph.D. coming along?

Aline looks surprised that Burke knows so much about her.

                  It's fine. Thanks.

     Burke sees Aline's arm is bleeding from the gashes clawed
     into her by the creature.

                 Miles, get her to a medic.

     Aline looks over at Carnby. He nods to her.

                 I'll catch up.

     Agent Miles escorts Aline out of the Museum.

     Burke and Carnby regard one another.

                 Why am I still looking at you?

                 I need to know what those things are.

                 That information's classified. If you
                 were still an agent, you'd already know.
                 But since you're not, stay out of my way.

     Burke turns to stride away. Carnby grabs his arm. Burke turns
     back, annoyed.

                 I'm asking nicely.

     Burke grabs Carnby's arm, trying to twist it away. But
     Carnby's fast enough to slip out of Burke's hold.

     Now angry, Burke grabs Carnby by the collar, shoving him
     against a stone column.

     But Carnby deftly twists out of Burke's grip and shoves him
     up against the same stone column.

     In the struggle, Carnby's hand flicks into Burke's pocket.

     Agent Barr intervenes, pulling Carnby away. Burke straightens
     himself out, trying not to look rattled.

                 Get him out of here!

     Carnby shrugs off Agent Barr and walks away.

                 You're right, Commander. I guess I have
                 gone soft.

     As Carnby walks off, he looks down in his hand. He has lifted
     Burke's I-D card out of his pocket.

     *** SCENES 88 TO 89 OMITTED ***

     *** SCENE 90 NOW SCENE 91A ***

91   EXT. MUSEUM - LATER                                          91

     The front of the Museum has been completely blocked off.

     There is lots of activity, as BUREAU AGENTS mill around.

     Aline sits in the back of a 713 Emergency Medical Vehicle. A
     713 MEDIC finishes dressing the cuts on her arm.

     Carnby approaches her. Aline nods to the Medic and gets up to
     join Carnby. They speak quietly.

                 I want to finish studying those

                 I need to find out what's happened to
                 John and the others. Stay in contact.

     We'll meet up later.

91A  INT. MUSEUM/MAIN HALL                                       91A

     Burke oversees a team of AGENTS in biohazard suits as they
     sweep the scene, running scans of the area on high-tech handheld
     devices. Photos are snapped by another AGENT.

     Agent Miles escorts Aline over to Burke. Burke is distracted
     by the scanning device he is holding.

                 Commander, I need to get to my office.

                 The museum's quarantined until we're

                 At least let me pack up my work. There's
                 priceless artifacts in there. If they get

     Burke looks up at Aline. He gives a minute nod to Miles.

                 If you notice anything out of the
                 ordinary, let me know immediately.

     Aline looks around at the Agents scanning the destruction
     caused by the creatures.

                 I don't think I want to know your
                 definition of out of the ordinary.

     *** SCENE 91B IS NOW SCENE 103A ***

     *** SCENES 92 TO 102 OMITTED ***

103  INT. FISCHER'S LAB - NIGHT                                  103

     The Lab is full of sleek, high-tech lab equipment and state
     of the art computers. The room is lit with a HUMMING
     fluorescent light. Surgical equipment and various pieces of
     high-tech machinery BUZZ by an autopsy slab. Surgical tools
     are laid out on a table.

     Pinkerton's body is laid out on the slab, face-down.

     Fischer stands over Pinkerton's body. He holds a high-tech
     hand-held scanning device. The scanner is connected to a
     large monitor on a dolly next to the slab.

     Fischer holds the scanner a few inches above Pinkerton's
     body, passing it along the length of him.

     The image on the monitor matches the movements of the
     scanner. It shows a real-time internal scan of Pinkerton's
     body, displaying the skeleton, internal organs, and so on.

     Visible on the monitor is a spinal worm curled up tight
     around Pinkerton's spine.

     Fischer doesn't look up, but his tone suddenly changes.

                 You shouldn't be here, Carnby.

     Carnby stands in the doorway. He waves Burke's I-D card.

                 I'm not here. Commander Burke is. Now
                 what the hell is that thing inside him?

                 Your curiosity have anything to do with
                 the fingerprint of yours I found on his

                 The list of people I trust is short,
                 Fischer. Is it about to get shorter?

Fischer turns back to Pinkerton's body. Carnby comes up and
stands next to him.

     Fischer takes a scalpel off the table and makes a careful
     incision along Pinkerton's back.

                         CARNBY (CONT'D)
                 Have you I-D'd him?

                 Yeah, we got dentals. Agent James
                 Pinkerton. He's ex-713.

                 He was an agent? When?

                 Using tongs, Fischer peels back the skin of Pinkerton's back.

     The spinal-worm is attached to Pinkerton's spine.

                 Went MIA twenty years ago. Presumed dead.
                 I'm trying to get more intell, but his
                 records are so classified, they're
                  practically invisible.

     Carnby takes the tongs from Fischer, holding open the skin.

     Fischer makes a series of incisions with the scalpel,
     disconnecting the spinal-worm from Pinkerton's spine.

                 It's fused with his nervous system.

                 I've never seen this kind of symbiosis

     Fischer pulls the spinal-worm out of Pinkerton's open back
     with a pair of tongs. It hangs limply, motionless.

     The spinal-worm is long and thick, covered with hard, dark
     scales. It has dozens of tiny clawed feet that were connected
     to Pinkerton's spine.

     Fischer drops the spinal-worm in a tub.

     Fischer notices the hand-held scanning device is BEEPING
     faintly, still registering something. He looks at the readout,
     curious, then concerned.

                         FISCHER (CONT'D)
                 Scanner's still reading something...

     Fischer runs the scanner over Pinkerton's corpse. Nothing.

     Now Fischer looks even more concerned. He turns the scanner
     on himself, running it up and down his torso. Nothing.

     Fischer looks at Carnby. Carnby gets it. It might be him.

     Fischer runs the scanner over Carnby's torso. The scanner
     immediately starts BEEPING louder.

     They exchange a look between them. Something's inside Carnby.

103A INT. MUSEUM/ALINE'S OFFICE - LATER                         103A

     Aline sits at her desk, analyzing the 3-D scan she made of
     the lynchpin artifact.

                         HUDGENS (O.S.)
                 The Abkani never cease to amaze me.

     Aline turns, startled, to see Hudgens standing behind her.

     Hudgens demeanor is friendly, reassuring.

                         HUDGENS (CONT'D)
                 Such a complex society at a time when
                 most of humanity was still hunting and
                 gathering and huddling around fires.

                 Dr. Hudgens. When did you get back?

                 A few hours ago. I heard there was some
                 excitement. Are you alright?

                 I'm fine. A bit shaken up. But fine.

                 I apologize for snapping at you earlier.
                 Now, what are you still doing here after
                 all you've been through?

                 Hudgens cranes his neck to see Aline's computer screen. His
                 eyes light up when he sees the scan of the lynchpin artifact.

                         HUDGENS (CONT'D)
                 Where did you get that image?

Aline hesitates. Hudgens looks curious, friendly.


                 This is a major find. I'll need to
                 analyze it. Confirm its authenticity.

                 I can do that myself.

                 That wasn't a request...

     Hudgens stands up to his full height, suddenly menacing.

                         HUDGENS (CONT'D)
                 Where is the artifact?

                         AGENT CHEUNG (O.S.)
                 Everything okay in here?

Agent Cheung stands at the door, still wearing her full 713
combat gear. Her visor is up. She casually holds her rifle.

                 And you are?

                         AGENT CHEUNG
                 Ms. Cedrac's security detail.

                 My dear, do you have any idea who I...

                         AGENT CHEUNG
                 Dr. Lionel Hudgens. Former agent, sci-andspy
                 division. Currently 713 advisor
                 status. I know exactly who you are. But
                  I'm not your "dear" anything.

     Hudgens looks back at Aline and smiles warmly.

                 I'll just have to hold off my curiosity
                 until morning.

     Aline smiles stiffly. Hudgens moves to leave.

                 Dr. Hudgens... I forgot to ask. Did you
                 find the Erebus this time?
                 Hudgens turns back and gives Aline another smile.

                 Just an empty shipwreck. You were right.
                 It was another wild goosechase.

     Hudgens exits quickly. Aline and Agent Cheung watch him go.

                 Since when do I have a security detail?

                         AGENT CHEUNG
                 Since it seemed like you needed it.

104  INT. FISCHER'S LAB - LATER                                  104

     Carnby lies on a bed with his shirt off. Fischer runs the
     hand-held scanner over Carnby's torso. He looks at the
     results of Carnby's scan on a monitor.

     A spinal worm is visible around Carnby's spine. But it looks
     different than the others. It is small and shriveled and
     seems barely attached to the spine.

                 There's one inside you too. But the
                 symbiosis is incomplete.

                 Can you remove it?

                 I could try. But it might paralyze you.

104A INT. MUSEUM/ALINE'S OFFICE - LATER                         104A

     Aline sits at her computer, checking out 3-D scans of the
     four Abkani artifacts. She is running an analysis the symbols
     carved into each artifact.

     Streams of calculations run across the screen as the computer
     processes. The computer BEEPS as it comes to a conclusion.

     The symbols correlate to constellations in the night sky.

     Aline hits COPY on her computer and it burns a CD of the
     information she has processed.

     Aline searches through a roll of maps. She pulls out a map of
     North America and lays it out on a work station.

     Aline draws lines across the map, trying to pinpoint a
     location based on the constellations. She marks the map up
     with latitude and longitude calculations.

     She stops. She looks back up at the computer screen. She taps
     her pen on the map. She looks frustrated.

                 What's missing...

     The computer BEEPS again. The CD copy has been made.

     Aline rolls up the map and starts to pack up her belongings.

     *** SCENES 105 AND 106 OMITTED ***

107  INT. FISCHER'S LAB - LATER                                  107

     Fischer and Carnby stand in front of an open armory cabinet.

     Sleek 713 assault rifles are lined up on a rack beside them.

     They stand on either side of a counter. A large monitor is on
     the wall behind them.

                 I'm not much for coincidences. These
                 organisms must be connected to those
                 things from the museum.

                 We call them xenomorphs.

                 Catchy. When did they first appear?
                 With a remote control, Fischer clicks through images on the
                 monitor as he talks. He brings up a series of anatomical
                 schematics of the xenomorph creatures.

                 Two years ago. They've been 713's top
                 priority ever since. But it's been almost
                 exclusively in rural areas. This kind of
                 urban infiltration is unprecedented.

                 Have you isolated any weaknesses?

Fischer brings up an image of the periodic table.

                 Most metals pass right through them. So
                 normal bullets and blades are useless.

     But they're vulnerable to elements 76 to

     79. Osmium, iridium, platinum, and gold.

     Negates their ability to disrupt

                 If they disrupt electricity, why did my
                 flashlight still work?

                 The closer the current to its power
                 source, the less disruption.

     Fischer takes a hand-held para-meter scanning device off a
     rack. It is a sleek, updated version of Carnby's para-meter,
     similar to the Agents' rifle-mounted scanners.

                         FISCHER (CONT'D)
                 This is calibrated to track their
                 disruption field. It won't help you see
                 them, but you'll know when they're

     Fischer brings up a computer simulations of the creatures'
     disruption field, displaying how it works.

                         FISCHER (CONT'D)
                 They live almost exclusively in darkness.

     Sunlight's lethal in large doses. But
     only certain light frequencies hurt them.

     Fischer takes a rifle off the rack and lays it down on the
     counter in front of them.

     Off another rack, Fischer picks up a lamp. He flips it on and
     off, shining the bright blue beam around. Fischer snaps the
     lamp into place at the top of the rifle.

                         FISCHER (CONT'D)
                 These lamps are set to an effective

     Fischer takes out several magazines of ammo out of the
     cabinet. He discharges a bullet. It glows yellow in his hand.

                         FISCHER (CONT'D)
                 But for maximum damage, we use bullets
                 coated in a photon-accelerated
                 luminescent resin. Cuts right through

     Fischer hands the rifle and a magazine to Carnby. Carnby
     loads the magazine and checks the rifle like a pro.

                 I'm going to need a lot of those.


     *** SCENES 108 TO 114 OMITTED ***

115  INT. CARNBY'S LOFT - DAY                                    115

     Carnby unlocks the multiple locks on the front door to his
     Loft and enters. He carries a heavy duffle-bag. He looks

     Warily, Carnby holds out the hand-held scanner, checking to
     see if it registers anything. But the Loft reads clean.

     Carnby puts the scanner down on a counter and allows himself
     to relax as he enters the Loft.

     Carnby walks in slowly, a man whose adrenaline is wearing off
     and is only now feeling the pain. He shrugs off his trenchcoat
     and lets it drop on the floor.

     He drops the duffle-bag on the floor. He kicks off his boots.

     He pulls off his holster and gun and drops them on a table.

     Carnby takes out the lynchpin artifact. He puts it down on a
     work station in the lab area.

     Carnby pulls off his shirt. His back is marked with old scars
     and fresh bruises.

     Carnby walks over to his bed. He drops down onto the bed. His
     body sinks down, finally relaxing.

                 Five minutes...

     Carnby falls fast asleep.

116  INT. FISCHER'S LAB                                          116

     Fischer sits at his computer. He is going through the Bureau
     713 database. He pulls up Pinkerton's file. A red CLASSIFIED
     sign flashes onscreen.

     Fischer types in a password. CLASSIFIED flashes again.

                         AGENT MILES (O.S.)

     Fischer turns to see Agent Miles standing at the door.

                         AGENT MILES (CONT'D)
                 Commander Burke wants to see you.

116A INT. HUDGENS' LABORATORY                                   116A

     Hudgens walks through a dank cement room. Various pieces of
     scientific equipment sit in a corner. Shelves are lined with
     ancient artifacts, small sculptures, and masks.

     Hudgens stops at a work station and pauses. A look of pain
     crosses his face. He winces, holding it in. He steadies

     At the other side of the Lab is a large recess in the space.

     The opening is covered by thick cage bars covered in gold.

     The cage appears to be empty.

     But suddenly, an invisible creature SLAMS into the bars of
     the cage, trying to lunge at Hudgens.

     As it hits the bars, fingers of electricity jolt through it,
     making it visible for a split second.

     Hudgens watches calmly. He goes to a small dial built into
     the wall beside the cage. Hudgens turns up the dial.

     In the cage, jagged bolts of electricity jolt around the
     invisible creature. It SQUEALS and HISSES from the

     Finally, the creature collapses and fades visible. The
     creature is unconscious, but still alive.

     Hudgens turns the dial back down.

     Hudgens picks up a hypodermic syringe from a counter next to
     the cage.

     He injects the syringe into the creature's neck, between two
     of its scales. He withdraws a syringe-full of the creature's
     black, sticky blood.

     He goes back to the work station, rolling up the sleeve of
     his shirt. His arm is pocked with injection marks.

     Hudgens ties off his arm, preps a vein, and injects himself
     with the syringe of creature's blood. He closes his eyes,
     feeling the substance flow into him.

     *** SCENE 116B NOW SCENE 119B ***

117  EXT. CARNBY'S BUILDING - DAY                                117

     Aline walks up to an imposing, slightly decrepit-looking old
     brick building in a bad area of town.

     She goes to press the buzzer, but the box is broken, the
     wires limply hanging out.

     She KNOCKS on the door. No answer.

     She stops, annoyed. But then a slight, involuntary smile
     comes across her face.

     Aline fishes in her purse and pulls out a set of keys. She
     finds the key she's looking for and slips it into the lock on
     the front door.

     She pauses for a moment, then turns the key.

     *** SCENE 118 OMITTED ***

119  INT. CARNBY'S LOFT - CONTINUOUS                             119

     Aline enters the Loft. She looks around.

                 Aline closes the door behind her. She takes another few steps
                 into the Loft.

     She spots Carnby's discarded trench-coat on the floor. She
     walks up and picks it up with two fingers.

                         ALINE (CONT'D)
                 I see nothing's changed...

     Aline hangs the coat on a hook. She enters the Loft proper,
     looking around.

                         ALINE (CONT'D)
                 Aline stops. She sees Carnby lying on his bed, asleep. She
                 smiles. He looks peaceful.

     Aline sees the lynchpin artifact sitting in the lab area. She
     unpacks her bag, taking out three items wrapped in cloth. She
     places the three items next to the lynchpin artifact.

     She looks over at Carnby, sleeping in his bed.

     Aline kicks off her shoes and walks over to the bed.

     She climbs onto the bed, careful not to disturb Carnby. He
     stirs a little, but he doesn't wake up. Aline lies down next
     to Carnby on the bed. She notices the new scars and bruises
     along his back.

     Aline lays her head on a pillow. Their faces lie close
     together. She watches Carnby sleep.

     Aline leans over and gives Carnby the lightest of kisses. He
     doesn't wake up.

                         ALINE (CONT'D)
                 Sweet dreams...

     Aline's eyes flutter closed, then open, then closed again.

     Within seconds, she's asleep.

     *** SCENE 119A NOW SCENE 116A ***

119B INT. BUREAU 713 HEADQUARTERS/CONTROL ROOM                  119B

     Burke stands behind Krash at the monitor banks, surveying the
     incoming information.

     Agent Miles holds the door open as Fischer enters. Miles
     stands at the door, listening. Burke doesn't face Fischer.

                 Have you been meeting with Carnby?

                 Yes. He's got intell we need. And I trust

     Burke turns around to face Fischer.

                 We've got to trust each other, Fischer.

     Are you with us or not?

     Fischer weighs his answer.

                 What do you need from me?

                 All the intell you've got on Edward

119C INT. FISCHER'S HOUSE/KITCHEN - DUSK                        119C

     The Kitchen is comfortable, lived in. Fischer's suit jacket
     hangs on the back of a chair. His revolver and holster also
     hang on the chair.

     Fischer's wife, SARAH FISCHER (early 50s) stirs the contents
     of a pot with a wooden spoon. Fischer makes a salad.

                 What else could I do? I had to tell him.

                         SARAH FISCHER
                 You did the right thing, Paul. From what
                 you've told me, Carnby can take care of

     The doorbell RINGS.

                         SARAH FISCHER (CONT'D)
                 I'll get it. You stir.

     Sarah hands Fischer the wooden spoon. She gives him a quick,
     warm kiss. She exits the room.

119D INT. FISCHER'S HOUSE/FOYER                                 119D

     Sarah Fischer hurries to the front door.

     She checks her appearance in a mirror in the Foyer. She
     touches her hair, purses her lips, and turns to the door.

     She opens the front door, a pleasant expression on her face.

119E INT. FISCHER'S HOUSE/KITCHEN                               119E

     The lights in the Kitchen start to flicker. Fischer freezes,
     listening. The House is quiet.

     Fischer dives for the revolver hanging in his holster on the
     chair. He pulls a container of glowing bullets out of the
     pocket of his jacket.

     The container spills on the floor. He scrambles to pick up
     the bullets and load them into the revolver.

     Fischer edges to the Kitchen door, listening, anxious.

     Everything is quiet.

     He quietly pushes open the door, revolver ready.

119F INT. FISCHER'S HOUSE/FOYER                                 119F

     Fischer creeps into the Foyer. The lights flicker.

     No one is in the Foyer. The front door is open.

                 Sarah? Answer me! Sarah!

     No answer.

     Something CRASHES to the ground in the Living Room.

119G INT. FISCHER'S HOUSE/LIVING ROOM                           119G

     Fischer quietly opens the door to the Living Room, gripping
     his revolver tightly. He steps into the room.

     The lights in the Living Room are out. A broken lamp lies
     SMASHED on its side.

     Fischer comes around the side of the couch. He stops,

     Sarah Fischer's dead body lies in a pool of blood.

     Fischer is suddenly grabbed and SLAMMED into the wall. The
     impact knocks several framed photos of Fischer and his Wife
     off the wall. They SHATTER as they hit the floor.

     Fischer is PUNCHED in the face, hard. He is stunned.

     Fischer is hurled over the couch. He lands heavily on a glass
     coffee table, SHATTERING the glass tabletop.

     The impact knocks his revolver out of his hands.

     Fischer lies dazed in the broken glass. He looks up at his

     It's Hudgens, standing over him.

     Hudgens SLAMS his fist into Fischer's face. Fischer is now
     only semi-conscious.

     Hudgens pulls out a long, thin spinal-worm. Its many clawed
     feet and razor-sharp jaws snap away, its segmented, scaled
     body writhing in his grip.

                 If you can't beat us, Fischer, join us.

     Hudgens grabs Fischer by his hair and pulls his head back,
     forcing his mouth open.

                                                             CUT TO:

     We follow the spinal-worm as it enters Fischer's mouth,
     slipping down his throat.

     We continue to follow the spinal-worm as it makes its way
     through Fischer's body, weaving through the twists and turns
     of his digestive system and internal organs.

     The spinal-worm tears through layers of Fischer's insides,
     finally making its way to his spine. The spinal-worm then
     wraps itself around Fischer's spine, its tiny clawed feet
     grabbing hold and attaching themselves along its length.

     We move up Fischer's spinal cord to his brain. The spinalworm
     seems to be causing synapses to fire in chaotic bursts.

     We travel through Fischer's brain and out of his eyes.

                                                             CUT TO:

     Fischer's expression is now calm. Hudgens regards Fischer,
     looking pleased with himself.

119H INT. FOREST - NIGHT - TWENTY YEARS AGO                     119H


     Something chases Young Edward as he runs for his life through
     the misty, dark forest. He runs towards a light up ahead.

     *** SCENE 119I OMITTED ***

119J INT. SHED - NIGHT - TWENTY YEARS AGO                       119J

     Young Edward enters the Shed, closing the door behind him.

     The small Shed is cluttered with equipment for repairing
     power lines. A large transformer module sits at the back of
     the Shed. It HUMS and CRACKLES with electricity.

     Something compels Young Edward to move closer towards the
     transformer and reach out a trembling hand. He places his
     hand against the transformer's front grill.

     With a sudden SNAP and FLASH, electricity courses through
     Young Edward. Jagged fingers of blue light jolt around him.

     *** SCENES 120 TO 123 OMITTED ***

124  INT. CARNBY'S LOFT - NIGHT                                  124

     It's night. The Loft is dark. Carnby and Aline are fast
     asleep on the bed, lying next to one another.

     Carnby wakes up with a start. He tries to get his bearings.

     Carnby looks surprised to see Aline lying next to him.

     He quietly gets out of bed, letting her sleep. He pulls on a
     fresh shirt.

     Carnby pads over to the lab area and turns on a desk light.

     He sees the wrapped items Aline placed on his work station.

     Carnby unwraps the items. They are the three Abkani artifacts
     from the Museum.

     Carnby picks up the lynchpin artifact, turning it around.

     Something catches his eye. Carnby fiddles with the artifact.

     Suddenly, the artifact telescopes out. Instead of one thick
     ring, it is now three successively smaller rings, one piled
     on the other, with a common hollow middle.

     Carnby picks up the large ring artifact. He slots it into
     place on the telescoped lynchpin artifact. Next, Carnby slots
     in the medium and small rings into place.

     The four pieces fit together perfectly, creating a
     cylindrical device with a small, round opening in the bottom.

125  INT. CARNBY'S LOFT - LATER                                  125

     Carnby cooks omelettes in the Kitchen area of the Loft. The
     ingredients are spread out on the counter.

     Aline wakes up. She sits up in the bed and looks around.

                 Something smells amazing.

     Aline trots over to the Kitchen area as Carnby serves up the
     omelettes. Aline gives him a look.

                         ALINE (CONT'D)
                 I love omelettes.

                 I know.

     Carnby sits down across from Aline. They eat while they talk.

                 I figured out a connection with the
                 symbols on those artifacts. They
                 correspond to constellations. But
                 something's missing.

                 Maybe this will help...

     Carnby takes out the assembled Abkani device and puts it down
     on the table between them.

     Aline picks up the device, fascinated. She runs her fingers
     over the Abkani symbols carved into the lynchpin artifact.

     She goes to her bag and pulls out the map she was working on
     and the CD. She hands Carnby the CD.

                 Can you run the program on this?

Carnby goes over to his computer and inserts the CD.

     Aline spreads out the map. She draws lines across it,
     connecting up constellations with locations on the map. She
     writes out latitude and longitude calculations.

     Aline comes up to Carnby at the computer. The program is
     waiting for her calculations.

     She leans past Carnby and enters the latitude and longitude
     numbers into the program. The computer processes the
     information. Hundreds of map images flash across the screen
     as the computer searches for a match.

                 What are we looking for?

                 The Abkani used constellations to pinpoint
                 a geographical location. But I
                 don't think I can isolate it closer than
                 a hundred mile radius.

     The computer finds a match. A specific map appears onscreen,
     with a 100 mile radius circle marked in the center of it.

                         ALINE (CONT'D)

                 Yeah. That's us right there.

     Carnby points to a spot on the onscreen map.

     *** SCENE 126 OMITTED ***

127  INT. CARNBY'S LOFT - MOMENTS LATER                          127

     Carnby puts the dishes from their meal into the Kitchen sink.

     The sink tap is RUNNING. Aline clears the dishes.

     The para-meter Fischer gave Carnby starts faintly BEEPING,
     but the RUNNING sink tap covers the sound. Something is

     The lights in the Loft flicker once.

     Carnby turns off the tap and they listen intently. They can
     hear the scanner BEEPING faintly.

     The lights in the Loft flicker and go out.

     Aline grabs the flashlight and switches it on.

     Carnby runs to his revolver and holster. He checks the
     chamber in his revolver. The bullets glow.

     Carnby looks up, sensing something. He spins around, ready.

     A FIGURE stands behind him. It is John.

     John looks fierce, his face drawn, gaunt. His eyes are sunken
     into dark recesses, with nearly clear irises.


John lunges at Carnby. Carnby is too surprised to defend
himself. John SLAMS Carnby against the wall, knocking his
revolver out of his hands.

     John picks Carnby up and hurls him across the Loft. Carnby
     CRASHES through furniture as he lands heavily.

     Out of the shadows behind Aline, two FIGURES emerge. They are
     both missing ORPHANS, one MALE, one FEMALE. They have the
     same gaunt faces and clear irises as John.

     Carnby picks himself up. He spots the Orphans behind Aline.

                         CARNBY (CONT'D)
                 Behind you!

     The two Orphans lunge at Aline, but she's able to dodge out
     of the way. The Orphans are fast and fierce. Aline leaps
     forward, sliding across the floor towards Carnby's revolver.

     She grabs it and spins to face the two Orphans. They're gone.

     But then the Female Orphan leaps out at her. Aline FIRES,
     hitting the Female Orphan in the shoulder.

     The Female Orphans jumps away, into the shadows. Aline
     scrambles to her feet, the revolver ready. But the Female
     Orphans has disappeared.

     Aline runs over to Carnby. He grabs a shotgun from the
     weapons cabinet and loads it.

                 That looked like John.

                 It is. The other two are from the
                 orphanage as well.

     Carnby pumps the shotgun. Carnby and Aline creep forward into
     the darkness of the Loft. They listen.

     Suddenly, John lunges at him, his teeth bared.

     Carnby SMASHES John across the head with the shotgun. But
     John keeps coming, SLAMMING him against the wall. Carnby
     breaks John's hold and swivel-kicks him out of the way. John
     skitters off into the shadows.

     The Female Orphan leaps out at Aline, trying to tear into her
     with her teeth.

     Carnby grabs a pipe leaning against the wall and runs for

     The Male Orphan lunges out at Carnby. He SMASHES the Male
     Orphan across the face with the pipe.

     Aline struggles with the Female Orphan. Carnby turns to see
     John rising up behind her, about to strike.

     Carnby reacts instinctively. He FIRES, shooting John in the
     chest with a shotgun BLAST. John flails back, dead.

     The Male Orphan jumps out at Carnby. Now working on instinct,
     Carnby spins and jams the pipe into his gut, impaling him.

     The Male Orphan stumbles to the ground and dies.

     Aline gets away from the Female Orphan. As the Female Orphan
     lunges at her again, Aline FIRES, shooting her three times in
     the chest.

     But it's only the third bullet, the one that hits the Female
     Orphan dead center in the chest that takes her down. The
     Female Orphan falls back, dead.

     Aline comes up to Carnby. He stands over John's corpse.

                 You had no choice.

                 Something's controlling them.

                 How many are there altogether?

                 Twenty. Including me.

     The para-meter starts BEEPING again, louder and more
     frenetic. The lights start to flicker, fading up and down.

     Carnby unzips the duffle-bag. It's full of 713 equipment
     given to him by Fischer. Carnby loads an assault rifle with
     713 magazines. He loads a pistol with the glowing bullets.

     Carnby throws Aline the pistol. She catches it in mid-air.

     She checks it like a pro.

     Aline and Carnby stand together, guns drawn, ready.

     There's a moment of quiet. They listen.

     The lights in the Loft flicker. The scanner BEEPS.

     Something SMASHES into the Loft's front door.

     Carnby grabs the para-meter. It BEEPS more insistently.

     The front door BURSTS open, knocked right off its hinges by
     the invisible creature crashing through it.


     The invisible xenomorph creature's skewed, inhuman P.O.V. as
     it looks across the Loft, searching. It locates Carnby and
     Aline and heads directly for them.

     All that is visible of the creature's trajectory is furniture
     being knocked aside as the creature rushes towards them.

     The creature SMASHES right through a glass-topped work table,
     SHATTERING it. Papers whirl around in its wake.

     Aline and Carnby stand their ground, facing the on-coming
     creature as it lunges towards them.

     Carnby and Aline leap out of the way at the last moment.

     Rolling away in opposite directions, they simultaneously OPEN
     FIRE. Their glowing bullets hit the creature dead on.

     The creature SQUEALS, flashing visible from the multiple
     impacts. Their glowing bullets pierce the creature and it
     tumbles to the ground, dead.

     The creature's invisible corpse lies motionless. Broken
     furniture and shattered glass is everywhere.

     Carnby's para-meter is quiet, the readings subsiding with the
     creature's death. The lights stop flickering.

                         CARNBY (CONT'D)
                 We'd better get out of here.

     Suddenly, all the lights in the Loft go out in unison. All
     the computer monitors also go dark.

     The scanner starts BEEPING frenetically. Electromagnetic
     readings shoot up, registering multiple sources nearby.

     Carnby and Aline back up together, ready for an attack.

     But the first thing they hear isn't a creature. It's the
     sound of AUTOMATIC GUNFIRE.

     Streaks of glowing bullets fly through the air.

     It is a 713 unit, laying down suppressing FIRE as the Agents
     enter the Loft through the broken front door.

     Agents Barr, Cheung, and Marko enter, followed by five other
     AGENTS. They all wear full 713 combat gear, their riflem

     ounted lamps illuminated, their weapons in use.

                         AGENT BARR (INTO COMM-LINK)
                 Carnby located.


     Krash monitors the 713 unit from the Control Room. Banks of
     monitors stream data at her.

     Krash speaks into her head-set comm-link, cool and collected.

                 Multiple readings confirmed. Back-up's on
                 the way.

127B INT. CARNBY'S LOFT - AT THAT MOMENT                        127B

     The Agents FIRE glowing bullets through the dark Loft. There
     are invisible creatures everywhere.

                         AGENT BARR (INTO COMM-LINK)
                 Roger that. We're hot.

     The muzzle FLASHES and glowing bullets pierce the darkness of
     the Loft.

     Shadows swim through the space as the invisible creatures
     move around them, attacking the Agents with their razor-sharp
     claws and spiked-tails.


     An invisible creature swoops out of the shadows towards an
     Agent, who is FIRING in the opposite direction. The creature
     whips past the Agent, slicing him open with a fluid slash of
     its claws. The creature keeps moving directly for Carnby.

     Carnby and Aline, standing together, FIRE their weapons in
     the darkness, oblivious to the creature rushing towards them.

     But at the last second, Carnby turns instinctively as the
     creature lunges at him.


     Carnby and Aline turn and OPEN FIRE on the creature. It
     flashes visible from multiple hits, flailing off into the

     Agent Barr FIRES controlled bursts of glowing bullets into
     the dark Loft. He screams into his comm-link.

                         AGENT BARR (INTO COMM-LINK)
                 Where the hell's our back-up?

                         KRASH (ON THE COMM-LINK)

     The sound of a HELICOPTER can be heard outside the Loft.


     Another invisible creature skirts along the edge of a wall,
     avoiding the GUNFIRE. It locates its target, an Agent FIRING
     up at the ceiling. It races towards the Agent.

     The Agent turns to the attack and tries to fire. But the
     creature is too fast. It SLAMS the Agent back against the
     wall and impales him with its spiked-tail.

     Agents Barr and Cheung spot this and OPEN FIRE on the
     creature. It flails about, fading visible from the impacts.

     The creature tries to scurry away, but Barr and Cheung are on
     it. With precision and speed, they blow the creature away.

     But more creatures attack. The fighting is fierce. Glowing
     bullets streak through the darkness. The Agents are calm and
     determined as they engage the creatures.

     Carnby and Aline hold their own, sticking together, SHOOTING
     at whatever shadows move around them.

     Six AGENTS in full combat gear burst into the Loft. Leading
     the unit is Commander Burke. Agent Miles is with him, as is
     AGENT TURNER (mid-30s).

     Burke, Miles, Turner, and the other Agents immediately join
     the battle, laying down suppressing FIRE.

     An Agent carrying a rifle-mounted grenade-launcher FIRES an
     incendiary flash-grenade at the Upper Level of the Loft.

     With a flash of blinding light, the grenade EXPLODES.

     Creatures SQUEAL as flames swoop up through the Upper Level.

     Glowing bullets fill the dark Loft. Creatures SQUEAL and
     flail from the hits.

     In the darkness of the Loft, Carnby, Aline, and the Agents
     finish off the remaining invisible creatures.

     The last creature goes down in a hail of glowing bullets. The
     Agents strafe the creature's corpse to make sure it's dead.

     Agent Barr and Carnby exchange a look between them. Barr
     clearly respects Carnby's abilities.

     The Loft is still dark. Barr's rifle-mounted scanner no
     longer registers any creatures.

                         AGENT BARR
                 We're clear, sir.

     Burke looks around at the remains of the battle. The Loft is
     totally trashed. A sm
     all fire burns in the Upper Level.

                 Love what you've done with the place,

     Miles runs a hand-held scanning device over John's corpse.

     The scanner BEEPS, indicating the presence of a spinal-worm.

                         AGENT MILES
                 Sir, this one's infected too!

     Agent Turner scans the Female Orphan's corpse. His scanning
     device BEEPS. She has a spinal-worm too.

                         AGENT TURNER
                 Got another one here!

     Burke immediately turns his weapon to Carnby. The red lasersight
     makes a glowing dot on Carnby's chest.

     Taking their cue from Burke, the other Agents in his unit all
     train their weapons on Carnby. Several glowing red dots
     hover on his chest.

                 Drop your weapon and get down on the

                 What are you doing?

                 He's been infected with some kind of
                 organism. He could be under its control.

     Aline turns to Carnby.

                 It's true. I've got one inside me. But
                 it's not controlling me.

                 You'll excuse me if I don't take your
                 word for it. Now drop your weapon.

     Carnby holds his weapon at his side. He doesn't drop it. But
     he doesn't move either.

     Aline steps in between Carnby and the Agents. The red dots
     are now trained on her chest.

                         AGENT TURNER
                 Get out of the way!

     The Agents try to get a clear shot around Aline.

                 He's not one of them.

                 If I've got to shoot through you to get
                 to him, I'll do it.

     Carnby looks up at the lights. They are still dark.

                  Why are the lights still out?
                 Barr consults his scanner. It isn't registering anything.

                         AGENT BARR
                 Scanner's clear.

                         AGENT MILES (INTO COMM-LINK)

                         KRASH (ON THE COMM-LINK)

                 Forget to pay your power bill, Carnby?
                 An Agent standing at the other end of the Loft hears
                 something SHUFFLING behind him. He turns to look.

     Something grabs the Agent, SLAMS him back against the wall,
     and rips out his neck.

     It's another ORPHAN, with the same fierce, gaunt look and
     clear irises.

     Burke turns away from Carnby for a moment, trying to figure
     out what's happening.

     Carnby suddenly lifts his weapon and points it at Burke.

     Burke sees this, but before he can react, Carnby FIRES.

     Carnby's bullet WHIZZES past Burke and hits an ORPHAN dead
     center in the gut, sending him flailing back, dead. The
     Orphan was about to pounce on Burke.

     There's a moment as Burke and Carnby look at one another.

     Burke realizes Carnby just saved his life.

     The ORPHANS attack.

     They are the grown-up Children from Carnby's Orphanage. Like
     Pinkerton, they are difficult to kill, immune to pain, fast,
     and deadly. They all have the same gaunt, wild look, with
     sunken eyes and nearly clear irises.

     The Orphans leap out at the Agents, quick and fierce. They
     bite and claw and use their superhuman strength to throw
     around the Agents and tear them apart.

     The dark Loft is again lit up with glowing bullets, streaking
     through the darkness. The Agents' rifle-mounted lamps shine
     around, but the effect is chaotic, disorienting.

     As the Orphans attack, they make quick work of many of the
     Agents. Glowing bullets fly around everywhere. The SCREAMS of
     Agents being torn apart mix with BURSTS of AUTOMATIC GUNFIRE.

     Carnby and Aline stay together, dodging the attacking
     Orphans, and FIRING into the darkness.

     An Orphan rises up behind Carnby. He spins and SHOOTS her in
     the side. But she just keep coming. Carnby SHOOTS the Orphan
     again, this time dead center in the chest. The Orphan
     collapses, dead.

     Carnby checks the corpse. The bullet came out the other side.

     A mixture of red blood and black, sticky ooze drips from a
     bullet hole right over the Orphan's spine.

     Carnby grabs the comm-link off the body of a dead Agent.

                         CARNBY (INTO COMM-LINK)
                 All Agents! You've got to kill the
                 organism to stop them! Aim for the spine!

     Across the Loft, Burke listens to the comm-link.

     An Orphan is attacking Agent Miles. Burke takes careful aim
     and SHOOTS the Orphan in the back, right on the spine. The
     Orphan falls over, dead.

                         BURKE (INTO COMM-LINK)
                 Confirmed. Spinal shot's a kill shot.

     With this information, the Agents quickly gain the upper-hand
     against the Orphans' attack. The Orphans are fast and deadly,
     but they have no organization. Now that the Agents have a
     handle on this new threat, their precision and speed returns.

     Soon, the battle is over. Dozens of bodies of dead Agents and
     dead Orphans lie littered around Carnby's destroyed Loft.

     Only Carnby, Aline, Burke, Miles, Barr, Cheung, Marko, and
     Turner remain alive.

     Burke's and Carnby's eyes meet. Burke approaches Carnby.

     The other Agents all stand by, waiting for an order from
     Burke. Aline watches them, ready to step in.

                         BURKE (CONT'D)
                 You remember the number one rule they
                 teach you in 713 training? Trust your

     Burke and Carnby face off.

                         BURKE (CONT'D)
                 Fischer's missing. So is Hudgens. And
                 I've got a situation brewing that makes
                 this scrap look like a bar brawl.

                 What does Hudgens have to do with this?

                 That's what I want to find out. I need
                 you both to brief me in the air.

     Burke turns to walk off, but then stops. He turns back to
     Carnby. Burke holds out his hand.

                         BURKE (CONT'D)
                 Oh, and Carnby... I'll need my I-D back.

     Carnby smirks. He pulls out Burke's I-D card and hands it
     back to him.

     *** SCENES 127BB, 127C, 130, AND 131 OMITTED ***


     *** SCENES 131A AND 131C INCORPORATED INTO 127B ***

     *** SCENES 131B, 131BB, 131D, 132, 133, AND 133A OMITTED ***

     *** SCENE 131E INCORPORATED INTO 131C ***

134  EXT. MINE - NIGHT                                           134

     A massive, long-abandoned structure built directly against
     the face of a mountain. This is the Entrance Hall of
     Britannia Mine.

     713 AGENTS mill about, setting up perimeter defenses. Humvees
     are being positioned as barricades. Large spotlights are
     being set up to illuminate the area, with power cables
     leading inside the Entrance Hall.

     Agents Barr, Cheung, and Marko are part of the team outside,
     setting up the defenses.

     The 713 helicopter carrying Carnby, Aline, Commander Burke,
     and Agents Miles comes down for a landing next to two other
     helicopters already sitting in front of the Mine.

     The moment the helicopter touches down, Burke leaps out,
     barking into his comm-link. Carnby, Aline, and Miles exit
     after him.

                         BURKE (INTO COMM-LINK)
                 Krash! What are you reading?

134A INT. BUREAU 713 HEADQUARTERS/CONTROL ROOM                  134A

     Krash swivels in her chair, processing data, making
     adjustments to sensors, and checking out the information
     scrolling across the bank of monitors. She wears a head-set.

                 We're practically off the scale,
                 Commander. This is unprecedented. Should
                 I initiate Contingency Nine-Alpha?

                         BURKE (ON THE COMM-LINK)
                 The military? We don't have time to wait
                 for them to mobilize.

                 Is that a negative, Commander?

134B EXT. MINE                                                  134B

     Burke leads Carnby, Aline, and Miles to the Entrance Hall.

                         BURKE (INTO COMM-LINK)
                 No. Initiate Nine-Alpha on my authority.

     But I won't hold my breath. By the time
     this clears Defense Council, we'll be
     dead or drinking...

135  INT. MINE ENTRANCE HALL - NIGHT                             135

     Rusty construction vehicles, detritus, and rubble lie
     discarded throughout the Hall. Several shafts have been dug
     into the mountain. Narrow paths lead up the slope.

     AGENTS scurry around, setting up the defense system. The main
     position is set up just inside the entrance to the Hall.

     Burke and Miles enter, followed by Aline and Carnby.

                         AGENT MILES
                 We've got three perimeters of flashmines.
                 Gatling guns are set to
                 electromagnetic motion tracking. And
                 every available agent in the vicinity is
                 here. But Commander...

                 I know, Miles. But back-up won't make it
                 before sunrise.

     Several raised Platforms stand in the middle of the Hall.

     On one Platform, Agent Turner helps two AGENTS unload a large
     gold-plated generator from the back of a Humvee.

                         AGENT TURNER
                 Generator will be on-line shortly, sir.

     Burke nods to Turner as he and the others walk by. Carnby and
     Aline get into step with Burke and Miles.

                 It looks like you're going to war.

                 We are. The highest xeno concentration on
                 record is closing in on this location.
                 This could be our chance to wipe them out
                 once and for all.

     A Tunnel, carved directly into the rock wall of the Mine,
     leads off into darkness. Carnby stares down at the Tunnel.

                 We need to go down there.


                 They're coming here for a reason. Until
                 we know what they're after, we're never
                 really going to be able to stop them.

     Agent Miles consults his hand-held para-meter.

                         AGENT MILES
                 Something's definitely down there, sir.

     But there's too much interference to get
     a clear reading from here.

     Miles looks at Burke expectantly. Carnby and Aline watch him
     as well. Burke looks conflicted.

                 Goddamn it. Miles, you're in charge of
                 perimeter defense. Nothing gets in or out
                 until we find out what's down there.

135A EXT. MINE                                                  135A

     Batteries of flash-mines (mines that explode with a burst of
     blinding light) set to electromagnetic sensors are being
     positioned in wide perimeters around the Entrance Hall.

     Automatic gatling guns loaded with chains of glowing bullets
     are set up at key points around the area. The gatling guns
     are mounted on swiveling robotic bases, able to automatically
     turn to face on-coming targets.

     AGENT FEENSTRA (mid-30s) tests the motion sensor on one of
     the gatling guns with her hand. The gun swivels accurately to
     match the movement of her hand.

     Agent Feenstra nods to the two AGENTS standing behind the
     gatling gun. They tinker with its guidance system.

137  INT. MINE TUNNEL                                            137

     Carnby and Aline walk carefully down a pitch black tunnel,
     illuminated only by their lights.

     Along with them are Commander Burke, and Agents Barr, Cheung
     and Marko. They each carry assault rifles with lamps mounted
     on them. Their visors are down.

                 I've been thinking about something. The
                 Abkani prophecy. The shadows that make
                 ghosts of men...

                 Every culture has a story about the end
                 of the world.

                 But not every story starts to come true.

     Agent Barr carries a hand-held para-meter. It's picking up
     high electromagnetic readings.

                         AGENT BARR
                 It's definitely this way, sir.

     They pass by various pieces of mining equipment, long since
     discarded. Thick dust and cobwebs hang off the equipment.

     They make their way down the Tunnel.

     *** SCENES 137A, AND 138 TO 140 OMITTED ***

     *** SCENES 141 AND 142 INCORPORATED IN SCENES 134 AND 135 ***

     *** SCENE 143 NOW SCENE 146B ***

144  INT. TUNNEL CHAMBER                                         144

     The Tunnel ends at a slightly larger, rounded Chamber with
     walls of solid rock. They can't go any further. Cobwebs and
     thick dust hang everywhere.

     Carnby, Aline, Burke, Barr, Cheung, and Marko emerge out of
     the Tunnel into the Chamber.

                 It's a dead end.

     Agent Barr checks his para-meter.

                         AGENT BARR
                 Readings are getting stronger.

     Carnby looks around, sensing something. He wipes away some
     cobwebs and dust and runs his hand over the Chamber walls.

                 We'll double-back. Take another tunnel.

                 Wait. Aline, look at this...

     Aline approaches the spot where Carnby stands. She shines her
     flashlight beam in the wiped off area. Faint Abkani symbols
     are carved into the wall.

                 They're Abkani.

     The Agents all start wiping away the cobwebs and dust,
     examining the walls for more symbols. They all shine their
     beams of light through the dark space, searching.

     Cheung finds more Abkani symbols on another wall.

                         AGENT CHEUNG
                 There's more over here.

     As Agent Marko moves through the space with his lamp, his
     boot hits a small protrusion in the dusty ground. Agent Marko
     shines his lamp down on ground. With his boot, he pushes away
     the dust on the ground. There's a carving on the floor.

     Agent Barr spots Marko and shines his lamp towards him.

                         AGENT BARR
                 What do you got, Marko?

Agent Marko presses down on the carving with his boot.

     Suddenly, the stone floor beneath Agent Marko crumbles away,
     revealing a deep circular Shaft.

     Agent Marko can't hold on and he falls into the Shaft. He
     SCREAMS as he falls.

                         AGENT BARR (CONT'D)

144A INT. SHAFT                                                 144A

     The Shaft drops down sixty feet. Marko falls, unable to stop
     his descent.

     The Shaft walls are rough-hewn rock. Small fingers of lichen
     grow out of the cracks in the stone. An ancient, fragile
     wooden ladder is imbedded directly into the rock wall, its
     rungs made of thick, knotted old branches.

145  INT. SAND CHAMBER                                           145

     The Shaft drops into a round, sand-covered room. Razor-sharp
     spikes poke out of the loose sand beneath the Shaft.

     Agent Marko falls directly onto the spikes. He is impaled on

146  INT. TUNNEL CHAMBER                                         146

     The others rush to the lip of the Shaft. They can barely see
     the illumination of Marko's flashlight in the depths below.

                 We've got to get down there.

146A INT. MINE ENTRANCE HALL                                    146A

     Agent Miles surveys the defense position inside the Hall. The
     spotlights aren't on yet.

                         AGENT MILES (INTO COMM-LINK)
                 Defense perimeter's up. Still waiting for
                 the generator to come on-line.

                         BURKE (ON THE COMM-LINK)
                 We're retrieving Marko. Keep me posted.

     Agent Feenstra checks her rifle, loading in a fresh magazine.

     She looks a little nervous, having trouble getting it to fit.

     Miles gently takes the rifle from Feenstra. He SLAMS the
     magazine in and checks the rifle. He hands it back.

                         AGENT FEENSTRA
                 How long do we have to hold them?

                         AGENT MILES
                 Only until dawn.

                         AGENT FEENSTRA
                 Sir... that's four hours away.

                         AGENT MILES
                 I know.

146B EXT. MOUNTAIN SIDE - NIGHT                                 146B

     On the side of a mountain rising up over Britannia Mine,
     Hudgens and Fischer stand watching the activity below.

     Jagged bolts of lightning and RUMBLING THUNDER echo around
     them. The sound of HISSING comes up around them.

     Suddenly, one by one, creatures start fading into visibility
     behind them. More and more creatures appear, fading visible,
     until there are dozens of xenomorph creatures stretching down
     the mountain-side.

     Hudgens looks back at his creature army. He lets an evil
     smile slip across his face.

     All at once, the creatures start leaping down the
     mountainside. As they run, they all start fading invisible.

147  INT. MINE ENTRANCE HALL                                     147

     Dozens of Agents in full combat gear are in position. They
     are armed, tense, and ready.

     Suddenly, the scanner on Agent Miles' rifle starts to BEEP.

     At first, the BEEPS are spread apart. Then the BEEPS sound in
     rapid succession, faster and faster.

                         AGENT MILES


     Agent Miles runs up to Agent Turner. He is still tinkering
     with the generator. The spotlights are still off.

                         AGENT MILES
                 Where the hell are the lights?

                         AGENT TURNER
                 The generator's not coming on-line. They
                 must be disrupting it.

149  INT. SHAFT                                                  149

     Burke, and Agents Barr and Cheung lower themselves down the
     Shaft on zip-lines. They descend quickly and smoothly.

     Carnby and Aline have to take the long way down. They
     carefully climb down the rungs of the ancient wooden ladder
     built into the Shaft.

     Carnby steps down on a weak rung and it starts to give way.

     When Aline steps down on it moments later, it breaks.

     Aline starts to fall, but Carnby is there to catch her.

     As Burke descends, he speaks into his comm-link.

                         AGENT MILES (ON THE COMM-LINK)
                 We've got incoming! What are your orders?

                         BURKE (INTO COMM-LINK)
                 Hold tight, Miles. Once we retrieve Marko
                 we're coming back up. Whatever's down
                 here is going to have to wait.

     There is a LOW RUMBLING sound above them.

149A INT. TUNNEL CHAMBER                                        149A

     Small rock fragments shower down into the open mouth of the
     Shaft. There's a CREAKING sound.

     The collapsed floor has triggered a trap.

     In the ceiling directly above the Shaft, a heavy, round stone
     column suddenly breaks loose. More rock fragments rain down
     into the Shaft.

149B INT. SHAFT                                                 149B

     Everyone presses against the Shaft walls to avoid the falling

     The stone column drops into the Shaft with a thunderous
     CRASH. It fits perfectly.

     The column starts sliding down the Shaft towards them.


152  EXT. MINE                                                   152

     In the distance, a bright flash goes off. Then another. And
     another. The flashes light up the landscape. The inhuman
     SQUEALS of the creatures can be heard in the distance.

     The helicopters all take off, hovering up into the air above
     the Mine.

152A INT. MINE ENTRANCE HALL                                    152A

     Agent Miles and the Agents in position watch the horizon.

     Dozens of flashes go off in the distance.

                         AGENT MILES (INTO COMM-LINK)
                 They've hit the outer perimeter.

     Miles' scanner is reading off the scale. It BEEPS at a
     frenetic pace, registering dozens of approaching creatures.

                         KRASH (ON THE COMM-LINK)
                 Electromagnetics around the mine are off
                 the scale.

     Krash's voice starts to DISTORT with STATIC.

                         AGENT MILES (INTO COMM-LINK)
                 Krash? Report! Krash?
                 But the comm-link is now only giving off STATIC.

153  INT. SHAFT                                                  153

     The friction from the Shaft walls is the only thing slowing
     the stone column's relentless descent down the Shaft.

     The weight of the column crumples the ladder as it falls.

     As Carnby and Aline try to climb down the ladder, it is
     getting more and more rickety and unsteady.

     Burke and Barr are almost at the bottom of the Shaft.

     Cheung is having problems with her zip-line. It keeps
     jamming, slowing her descent.

153A INT. SAND CHAMBER                                          153A

     The floor is covered in a thick layer of fine sand.

     Burke lands safely. Barr lands next to him.

     They quickly detach their zip-lines and pull Marko's body off
     the spikes.

153B INT. SHAFT                                                 153B

     The stone column is almost at Aline and Carnby. The ladder is
     being ripped apart by the column. They are out of time.

     Carnby grabs hold of Burke's and Barr's zip-lines, which now
     hang loose down the Shaft.


     Aline throws her arms around Carnby's neck.

     Carnby releases his tight grip on the zip-lines. Together,
     Carnby and Aline slide down the zip-lines.

     Carnby and Aline slide past Agent Cheung. She is still
     hovering on her jammed zip-line. But they are going too fast
     to stop.

153C INT. SAND CHAMBER                                          153C

     Burke trains his rifle on the spikes. He OPENS FIRE,
     SHATTERING THE SPIKES. They crumble, no longer dangerous.

     Carnby and Aline drop down out of the Shaft. Carnby lets go
     of the zip-lines and they fall to the sand by the spikes,
     rolling to safety.

     Burke looks up the Shaft. He sees Cheung hovering above, the
     stone column almost at her.

                 Cheung! Cut the line!

153D INT. SHAFT                                                 153D

     The column continues to drop. It's right above Cheung.

     Cheung pulls out a knife and cuts the zip-line cord. She
     drops down the rest of the way.

154  INT. SAND CHAMBER                                           154

     As Agent Cheung lands, she breaks her ankle from the impact.

     She SCREAMS in pain.

     Burke hauls Cheung out of the way at the last second.

     The column drops to the ground with a CRASH, totally sealing
     off the Shaft. There's no way back up.

     The Sand Chamber is pitch black. The only light comes from
     their lamps and flashlights.

     Barr wraps up Cheung's broken ankle.

     Aline inspects the Abkani symbols carved into the walls of.

     She lays her rifle against the wall as she reads them.

     Large, rough statues depicting the xenomorph creatures have
     been carved directly into the rock walls of the chamber.

     One wall is covered, floor to ceiling, with human skulls.

     Carnby approaches Aline in front of the Abkani symbols.

                 It's a warning.

     Carnby looks at the wall of human skulls.


                 The gist of it is, even if you make it
                 down here alive, you're already dead.

     Burke barks into his comm-link.

                         BURKE (INTO COMM-LINK)
                 Krash, I need another exit. Can you run a
                 sonar pulse at this depth?

Beat. No response.

                         BURKE (INTO COMM-LINK) (CONT'D)
                 Krash? Are you reading me? Miles?

                         AGENT MILES (ON THE COMM-LINK)
                 Can't get through to Krash either. Too
                 much interference.

                         BURKE (INTO COMM-LINK)
                 Use the second perimeter as your firing
                 mark. I'll be there as soon as I find a
                 way out.

     In the sand near Barr and Cheung, something moves.

154A INT. MINE ENTRANCE HALL                                    154A

     Agent Miles and the other Agents watch the perimeter.

                         AGENT MILES
                 Hold your fire until they're at the
                 second perimeter.

     The flash-mine detonations are now much closer.

                         AGENT MILES (CONT'D)

     The Agents OPEN FIRE, letting loose a barrage of glowing
     bullets. Streaks of light fill the night.

155  EXT. MINE                                                   155

     The THUNDERING GUNFIRE of the rotating gatling guns fills the
     air. Thousands of glowing bullets streak through the night.

     The hovering helicopters open FIRE with their side-mounted
     gatling guns.

     The on-rushing creatures SQUEAL and flash visible as the
     gatling guns cut into them with waves of glowing bullets.

     But Agent Miles' scanner continues to BEEP frenetically. More
     and more creatures continue to rush towards them.

     The automatic, ground-mounted gatling guns start running out
     of ammunition. The sound of GUNFIRE is replaced by the HIGHP

     ITCHED WHINE of the turbines rotating without bullets.

     The helicopters continue to lay down suppressing FIRE, but
     they are also running out of ammo.

155A INT. MINE ENTRANCE HALL                                    155A

     Agent Miles and the other Agents in the Hall continue to FIRE
     away into the night.

                         HELICOPTER PILOT (ON THE COMM-LINK)
                 Ammo running low! How many of these
                 goddamn things are there?
                 Agent Miles' scanner registers that waves of the creatures
                 are still quickly approaching them.

156  INT. SAND CHAMBER                                           156

     Cheung tests her injured ankle. She can walk with a limp.

     Something moves through the sand towards Aline. Carnby looks
     over at the last moment.


     With a loud SQUEAL, a SAND WORM bursts out of the sand in
     front of Aline. At the end of its elongated body, a pair of
     snapping jaws fold out, lined with razor-sharp teeth.

     Aline scrambles back and falls down. Her rifle is out of

     Another sand worm bursts out of the sand, diving for Carnby.

     But he is quick on the draw. He SHOOTS the sand worm before
     it can bite him. The bullets BLOW APART the sand worm's head.

     The sand on the Chamber floor comes alive with movement as
     sand worms burrow towards them.

     Agents Barr and Cheung OPEN FIRE on the sand worms.

     Aline fumbles for her flashlight, shining it at the sand
     worm. It recoils from the light and HISSES at her. The sand
     worm's jaws fold open, revealing its razor-sharp teeth.

     The sand worm tries to dodge the light. It snaps at Aline
     with its jaws and lunges at her.

     She grabs it by the torso, just under the snapping jaws. The
     sand worm struggles, trying to bite Aline. She can barely
     hold it away from her. Her grip starts to loosen.

     The sand worm's snapping jaws are almost at Aline's face. She
     strains to hold it away.

     With the sound of a GUNSHOT, the sand worm's head explodes.

     It flops to one side, dead.

     Carnby stands behind it, his gun smoking from the shot.

     A sand worm bursts out and chomps down on Cheung's bad foot.

     She SCREAMS.

     Barr SHOOTS the worm that bit Cheung. Cheung falls back, her
     body seizing up from its poisonous bite.

     Cheung's body contorts. Barr grabs her as Cheung's head reels
     back and her body goes limp. She's dead.

     Burke turns, his face grim. He OPENS FIRE on the sand worms.

     With precision and intensity, he FIRES controlled bursts at
     any movement under the sand.

     Carnby FIRES along with him. After a few seconds, the
     movement has stopped.

     Aline, Carnby, Burke, and Barr stand together. They look down
     at Cheung's body.

     Over the comm-link, Burke can hear the sounds of the BATTLE
     going on up above them.

                 We've got to get up there.

156A INT. MINE ENTRANCE HALL                                    156A

     The Agents FIRE streaks of glowing bullets into the night.

     Flash-mines EXPLODE close by.

     A creature leaps out at Agent Miles. He spins and opens FIRE.

     The creature flashes visible as Miles riddles it with
     bullets. The creature flails around, dying.

     Creatures start leaping out at the Agents, jumping over the
     Humvee barricades and slashing at Agents with their claws.

     The Agents STRAFE every creature they see.

     A creature jumps on an Agent's back and tears at him. Another
     creature pounces on an Agent, ripping him open.

     Dozens of creatures stream into the Hall. The Agents lay down
     steady streams of fire, their glowing bullets streaking
     through the night.


     GUNFIRE echoes through the Hall.

     Sparks fly out around the generator as Agent Turner holds an
     electrical torch to a component. Sweat drips from his
     forehead. He wipes his eyes clear as he works.

     Agent Turner tests to see that his electrical work is secure.

     An Agent stand with him, ready to switch on the generator.

                         AGENT TURNER
                 Hit it.

     The Agent switches on the generator. It HUMS to life.

     The dark Hall is filled with blazing light from the battery
     of spotlights set up around the Entrance Hall.

158  INT. MINE ENTRANCE HALL                                     158

     The creatures HISS and recoil from the spotlight beams. Some
     begin smoldering under the glare.

     Creatures take cover in the shadows behind old pieces of
     mining equipment. Most race away from the light into the
     darkness outside the Mine.

     The Agents continue to SHOOT into the night, BLOWING away the
     retreating creatures.

                         AGENT MILES (INTO COMM-LINK)
                  They're turning back!

     There's a moment of quiet. The Agents slump back, relieved.

     The creatures are all gone.

                         HELICOPTER PILOT (ON THE COMM-LINK)
                 We've got to refuel and reload. We'll be
                 back ASAP.

                         AGENT MILES (INTO COMM-LINK)

     The helicopters pull away, flying up over the mountains and
     past the horizon.

     Agent Feenstra turns to Agent Miles.

                         AGENT FEENSTRA
                 We made it, sir.

     Miles and Feenstra exchange a look of relief.


     Fischer appears at the end of the Platform.

     Fischer approaches Agent Turner and the other Agent standing
     at the generator. His demeanor is now totally different. He
     is cold, menacing.

     Agent Turner turns to see Fischer approaching.

                         AGENT TURNER

In a quick motion, Fischer grabs Agent Turner by the throat
and hurls him out of the way.

     The other Agent FIRES on Fischer with her weapon. Fischer
     takes a bullet in the shoulder. It doesn't stop him.

     Fischer lunges for the Agent. He knocks her back and grabs
     her face. Fischer snaps the Agent's neck, killing her.

     Agent Turner runs towards Fischer, FIRING a sustained BURST
     of automatic GUNFIRE. Agent Turner's bullets rip into him,
     but Fischer keep coming.

     Fischer lunges at Turner, grabbing him and SLAMMING him
     against the generator. Fischer SMASHES Turner in the face,
     almost knocking him out.

     Fischer tears open Turner's combat vest. Four grenades hang
     from the vest.

     One by one, Fischer pulls the pins out of the four grenades.

     Turner starts to regain consciousness just in time to see
     this. His eyes go wide in fear.

     Fischer hold Turner against the generator. Fischer is too
     strong for Turner to get away.

     The grenades all EXPLODE. Fischer and Turner are instantly

     The explosion ignites the generator. It EXPLODES in a
     crescendo of flame and sparks.

     The lights go out. There is now no protection from the

159A INT. MINE ENTRANCE HALL                                    159A

     The spotlights are extinguished. Agent Miles and the
     remaining Agents turn on their rifle-mounted lamps.

     Miles' scanner registers dozens of signals approaching.

     Agent Miles OPENS FIRE, sending a stream of glowing bullets
     at the approaching creatures.

     GUNFIRE rings out all around. Glowing bullets streak through
     the dark night in all directions. Nearby, an Agent SCREAMS.

     The 713 defenses have become chaotic, uncontrolled. Glowing
     bullets fly everywhere. The SQUEALS of injured creatures
     mingle with the SCREAMS of dying Agents. The constant RATTLE
     of automatic GUNFIRE fills the night.

160  INT. SAND CHAMBER                                           160

     Barr and Carnby lay Cheung and Marko's bodies to one side of
     the Chamber, their faces covered with their vests.

     Burke paces back and forth, screaming into his comm-link.

                         BURKE (INTO COMM-LINK)
                 Miles! Re-route those 'copters! Pull all
                 agents back into the mine! Set formation
                 in teams of three! Miles!

     But all that he can hear through the comm-link is GUNFIRE and
     the occasional SCREAM.

                         BURKE (CONT'D)
                 Goddamn it!

     Carnby approaches Burke carefully. Burke looks furious.

                 We'll find a way out.

     Burke signals to Barr. They sweep through the Sand Chamber,
     exploring it with their lamps.

     Carnby approaches Aline. She is standing over one of the sand
     worm corpses. Its head has been blown off, but its torso is
     intact. Carnby turns the sand worm's body over with his boot.

                         CARNBY (CONT'D)
                 It's just like the organism Fischer took
                 out of Pinkerton.

                 Maybe this is what they look like when
                 they grow outside a human host?

Burke stops at a dark recess carved into the Sand Chamber.

     The recess is thick with cobwebs and dust.

     Burke cleans the cobwebs away. He stops, surprised at what he
     sees in the recess behind the cobwebs.

                 I think you'd better see this.

161  INT. MINE ENTRANCE HALL                                     161

     Agents Miles, Agent Feenstra, and two other AGENTS, are
     barricaded behind pieces of mining machinery. They SHOOT
     streams of glowing bullets across the dark Entrance Hall.

     Suddenly, an invisible creature grabs the first Agent from
     behind a rusty piece of machinery. The creature throws the
     Agent into the air. He lands heavily, stunned.

     Before the Agent can get to his feet, three invisible
     creatures pounce, tearing him to shreds.

     From behind his position, Miles SHOOTS at the creatures with
     glowing bullets, scattering them.

     The second Agent stands behind a piece of machinery, tense,
     rifle ready. She hears a WHOOSH of movement nearby. She
     turns, but can't see anything.

     She hears a SHUFFLING sound above her. She looks up. The
     creature is above her, on top of the machinery.

     The Agent tries to SHOOT, but the creature's tail SNAPS at
     her, impaling her with its tail-spike.

     Agent Miles and Agent Feenstra SHOOT at the creature with
     precise BURSTS of glowing bullets.

     The creature leaps at them. Miles and Feenstra hold their
     positions, RIDDLING the creature with glowing bullets.

     A creature leaps out at Feenstra. She hears the WHOOSH of
     movement at the last moment and swivels, FIRING in the
     direction of the creature.

     But she's SLAMMED off her feet. Feenstra gets a deep GASH in
     her thigh from the creature's spiked tail.

                         AGENT MILES

     The creature pounces. But Feenstra is fast enough. She BLOWS
     AWAY the creature with a BURST of glowing bullets.

     *** SCENE 116A OMITTED ***

162  INT. SAND CHAMBER                                           162

     Aline, Carnby, Burke, and Barr stand in front of the dark
     recess in the Sand Chamber. The recess is completely sealed
     up by a solid concrete wall.

     Aline comes up to the concrete wall, running her hands along
     its flat surface. It is obviously not Abkani.

                 The Abkani didn't put this here.

     Agent Barr shines his light across the concrete wall.

                         AGENT BARR
                 There's no way through.

                 There's always a way...

     Burke opens his pack. Inside it are several packages of C-4

163  INT. MINE ENTRANCE HALL                                     163

     Agent Miles and Agent Feenstra are barricaded behind an old
     mining vehicle. The bodies of dead Agents lie around them.

     Agent Feenstra bleeds from the wound in her thigh. The lights
     on their rifles are the only lights in the Hall.

     An invisible creature jumps out at them, knocking debris out
     of the way as it charges.

     Agent Miles rolls away at the last second as the creature
     SLAMS into the old mining vehicle.

     Agent Feenstra spins around and EMPTIES her last clip into
     the creature, killing it.

                         AGENT FEENSTRA
                 I'm out.

                         AGENT MILES
                 Last one.

     Miles throws Feenstra a magazine. Feenstra loads it in.

     Miles tries to get a signal on his comm-link. But it just
     gives out STATIC.

                         AGENT MILES (CONT'D)
                 Commander? Krash? Anyone?
                 Agent Miles pulls off his comm-link.

                         AGENT FEENSTRA
                 I can't walk. If I lay down suppressing
                 fire, maybe you can make it out of here.

                         AGENT MILES
                 I die fighting or I don't die at all.

     Agent Miles OPENS FIRE into the night. His bullets glow as
     they streak through the air. Feenstra picks herself up and
     OPENS FIRE alongside him.

     Creatures SQUEAL in the distance as the bullets find their
     marks. Feenstra empties out her last magazine.

     An invisible creature leaps over the barricade and pounces on
     Feenstra, tearing into her.

     Miles SHOOTS at the creature, emptying his last magazine. But
     he's too late to save Feenstra. Her torn-up body slumps
     against their barricade

     Agent Miles is alone. He is out of ammunition. He pulls the
     trigger futilely. Miles stands firm. He flips up his visor.

     Miles closes his eyes. He is hoisted into the air by an
     invisible creature and thrown to the ground. Invisible
     creatures tear him apart.

164  INT. SAND CHAMBER                                           164

     Carnby, Aline, Barr, and Burke take cover behind the stone
     column. Burke holds a remote detonator. It is active.

     Burke tries to get a signal on his comm-link. But all he gets
     is STATIC. Looking grim, Burke prepares to press the button
     on the detonator.

                 You sure this is going to work?

     Burke shrugs and presses the button. The detonator counts
     down: 3... 2... 1...

     A tremendous EXPLOSION rocks the Sand Chamber. Sand whirls
     through the air. Concrete fragments blow out from the recess.

     As the smoke clears, Carnby, Aline, Burke, and Barr approach
     the recess. The concrete wall has been blown open. Smoke
     rises up off the ruined wall.

     The Sand Chamber now opens up into another dark room.

     *** SCENES 166 TO 169 OMITTED ***

170  INT. UNDERGROUND LAB                                        170

     Carnby, Aline, Barr, and Burke step over the rubble of the
     concrete wall. They shine their lights around the dark room.

     They are in a large abandoned Bureau 713 Lab. Thick dust
     covers all surfaces. But it was once a high-tech facility.

     On one side of the Lab is a sliding metal door.

                 What is this place?

     Medical equipment, scientific instruments, and computers have
     been left as they were, untouched for two decades.

     A series of glass tubes are lined up along one wall. In each
     tube, a spinal-worm lies dead, floating in gelatinous liquid

     Aline checks out a series of diagrams affixed to another
     wall. They are anatomical schematics for the spinal-worms.

     There are also diagrams of the human body with markings
     isolating key areas of the spinal cord.

     Carnby stands in front of a row of twenty clear glass basins,
     each about the size of a child.

     Each basin has a small metal tag on it. Carnby wipes the
     layer of dust off one of the metal tags.

     The tag reads: E. CARNBY.

                 This is where it happened.

                 Who did this to you?
                 Burke and Barr continue to explore the room with their rifle-
                 mounted lamps. Barr finds a pair of huge metal hangar doors.

                         AGENT BARR

     Carnby, Burke, and Aline approach Barr at the hangar doors.

     Next to the hangar doors is a control panel. Barr pulls the
     front off the control panel, revealing a rusted hand-crank.

     Barr pulls on the hand-crank. It won't give. Carnby joins him
     and, together, they strain to move the hand-crank. The handcrank
     CLANKS into the open position.

     An old mechanism is engaged. The hangar doors slide open,
     revealing another doorway behind them. But this one is
     clearly not part of the Lab.

     It is an ancient, solid gold door, carved with Abkani
     symbols. The gold door is built into a wall of rough rock. It
     looks like the Lab was built right around the gold door.

     In the center of the door is a small cylindrical opening.

     Aline uses her flashlight to read the symbols on the door.

     One symbol is prominent among the others: the DARK SPIRIT.

                 Edward, look...

     Aline reaches into her pack and takes out the Abkani device.

     It is the exact size of the cylindrical opening in the door.

     The same DARK SPIRIT pictogram is engraved on the lynchpin.

                 So it's a key.

     Burke surveys the room with a grim expression.

                 I say we got two options. One, we open
                 this door, deal with whatever's on the
                 other side.

                 The pictograms carved here make it pretty
                 clear that's a bad idea.

                 Two, we set enough C-4 to bury this
                 place. Keep whatever's in there, down
                 here for good.

     Carnby stares at the gold door.

                 The answers I've been looking for my
                 whole life could be in there.

                 Some doors are locked for a reason.

     Carnby looks away from the gold door.

                 Barr... how much C-4 you got left?

Barr pulls open his pack, revealing several packages of C-4.

                         AGENT BARR
                 Enough to blow this place to...

     Barr is cut off by a bullet hitting him in the head.

     Blood spurts out as Barr collapses to the ground, dead.

     Hudgens stands behind them, carrying two pistols.

                 I'm afraid I can't allow that.

     Before they can react, Hudgens presses a pistol to Aline's
     throat. He points the other pistol at Burke and Carnby.

                         HUDGENS (CONT'D)
                 Now drop your weapons and back away.

     Carnby and Burke drop their guns and step back. Carnby glares
     at Hudgens.

                 It was 713.

                 Our early work was crude, I admit.  But
                 eventually we perfected the implant
                 process. You were our last failure,
                 Carnby. If you hadn't escaped, 713 never
                 would've shut down the experiments.

     Burke's eyes flash with anger.

                 There's no way this was sanctioned.

                 Before your kind took over, 713 had very 
                 different... priorities. Now, you just
                 blaze in and destroy everything before we
                 can learn to control it. I've wasted
                 twenty years working in secret because of
                 short-sighted men like you.

     Hudgens sees the Abkani device Aline is holding.

                         HUDGENS (CONT'D)
                 There it is...

Aline's expression is firm, unafraid. She grips the device
tightly. Hudgens is about to pull the trigger.

                         HUDGENS (CONT'D)
                 You were a fine archeologist.


     Hudgens turns to Carnby, curious.

                         CARNBY (CONT'D)
                 Give him the key. Enough people have died

     Aline sees Carnby is serious. She holds out the device to

                 You couldn't have opened it anyway. Not
                 without this...

     Hudgens takes out the hollow cylinder artifact he found on
     the Erebus. He hands it to Aline.

     Aline inserts the artifact into the hollow circular space at
     the bottom of the device, turning it into place. The device
     is now a full cylinder with a flat protrusion on the bottom.

     With one pistol pointed at Burke and Carnby and the other at
     Aline, Hudgens directs her to the gold door.

                         HUDGENS (CONT'D)
                  Insert the key.

     Aline inserts the device into the opening in the door.

                         HUDGENS (CONT'D)
                 Now turn it.

     Aline rotates the device, using the flat protrusion on the
     bottom. It CLICKS into place.

     A small crack splinters away from the opening where the
     device sits. The crack splits off into several other cracks.

     Hudgens points his pistols at the others, but his attention
     is clearly directed at the gold door.

                         HUDGENS (CONT'D)
                 When we found the first of them, 713 saw
                 just another threat to be eliminated. But
                 I knew it was something more. It was the
                 first. The first to wake. I've woken
                 others since then. But the rest are

     As Hudgens speaks, Carnby, Burke, and Aline exchange a look
     between them. Carnby's eyes indicate the C-4 in Agent Barr's
     pack. Burke and Aline understand.

     The cracks splinter out, dividing, until they cover the
     entire door. In a rush of fragments, the cracked gold
     crumbles to the ground.

     The empty doorway now leads into darkness on the other side.

     *** SCENES 170A, 171, 172, AND 173 OMITTED ***

     *** SCENES 170B TO 170D NOW SCENES 119H TO 119J ***

174A INT. CAVE                                                  174A

     Hudgens steps through the doorway.

     The doorway opens up into a vast Cave, hundreds of feet high
     and wide, stretching off into darkness. The cave walls are
     rough-hewn rock, untouched by human hands.

     The walls of the Cave are marked with hundreds and hundreds
     of tunnels, pocking the rock like a hive, leading off into
     the depths of the mountain.

     Hudgens moves into the Cave, tentative, but excited.

     Suddenly, there's a SCRATCHING, SCURRYING sound.

     A xenomorph creature emerges out of one of the tunnels.

     Out of another tunnel comes a second xenomorph. And a third.

     Across the vast cave, dozens of xenomorphs creep out of
     individual tunnels.

     Hudgens steps further into the Cave. The xenomorphs approach
     him, their heads darting about.

     The xenomorphs surround Hudgens on all sides. His steps are
     careful. He reaches his hand out to one of the creatures.

     The creature moves up to Hudgens' hand, smelling it.

     The creature lunges at him, ripping into him with its teeth.

     The other xenomorphs surrounding Hudgens pounce on him as
     well. The creatures tear Hudgens apart.

     Like a dam breaking, hundreds of xenomorphs start streaming
     out of the hive-like tunnel system of the Cave.

     Standing in the doorway, Aline sees the creatures coming.

174B INT. UNDERGROUND LAB                                       174B

     Carnby shoves the hand-crank into the closed position.

     The hangar doors in front of the Abkani doorway start to
     close. Aline backs away from the doorway.

     Aline OPENS FIRE with an assault rifle. The glowing bullets
     streak into the dark Cave, hitting several of the approaching
     creatures. But there are too many of them. They keep coming.

     The hangar doors are almost closed. The xenomorphs are only a
     few feet from the doorway.

     The hangar doors SLAM closed just in time.

     A heavy impact THUMPS against the other side of the hangar
     doors. Then another. The xenomorphs are trying to get though.

     Burke is positioning C-4 charges around the Lab. He wires
     them all through a remote detonator.

                 These doors won't hold them for long

                 Once we get out, we can remote detonate.

     Carnby approaches the sliding metal door at the side of the
     Lab. The dust around the door has been swept back.

                 Look at the dust on the floor. This is
                 where Hudgens got in.

     Carnby engages the opening mechanism and the door slides
     open, revealing a dark Tunnel leading away from it.

     Burke makes sure the remote detonator signal is active. All
     he has to do is press the button on the detonator.

     The hangar doors SHAKE from the impacts of creatures slamming
     into them.

175  INT. UNDERGROUND LAB/TUNNEL                                 175

     Carnby, Aline, and Burke run down the long, dark Tunnel,
     lighting their way with flashlights.

     A few doors line the Tunnel, but they are all welded shut.

     Carnby spots a dim light up ahead.

                 Over there!

     The Tunnel ends at the rungs of a metal ladder built right
     into the wall. Aline shines her flashlight up it. A strip of
     light is visible way up high, at the top of a long Shaft.

     Aline climbs up the ladder. Carnby climbs up behind her.

     Burke shines his lamp down the dark Tunnel. The CRASHING
     sound of impacts against the doors echo down the Tunnel.

     Burke looks at the remote detonator in his hand. The signal
     is inactive.

176  INT. UNDERGROUND LAB/SHAFT                                  176

     Aline climbs up the rungs of the ladder built into the Shaft
     wall. Carnby climbs up after her.

     Burke stands at the bottom of the Shaft, looking up at them.

     Carnby stops climbing and looks down at Burke.

                 The remote detonator's inactive. The
                 signal can't get through.

                 We'll find a way.

                 You saved my life, Carnby. I don't much
                 like debts.

     Burke ducks back out of the Shaft.


     Carnby jumps down to the bottom of the Shaft, chasing after

176A INT. UNDERGROUND LAB/TUNNEL                                176A

     Burke runs up to the sliding door to the Lab. He engages the
     opening mechanism. The door slides open.

     Carnby races down the Tunnel towards him.

     Burke enters the Lab. He closes the sliding door behind him.

     Carnby gets to the sliding door just as it's closing. He
     tries to engage the opening mechanism, but it won't work.

     Carnby tries to pull it open, but the door's jammed shut.

     Aline runs up to Carnby as he tries to pry open the door.

                 Edward... if he detonates those charges,
                 we're all dead.

     Carnby looks torn. Aline reaches out her hand.

     Carnby takes Aline's hand. They run towards the Shaft.

176B INT. UNDERGROUND LAB                                       176B

     Burke's rifle is jammed into the opening mechanism of the
     sliding door, blocking it from engaging.

     The hangar doors are warped from the impacts. The gap between
     the doors is being pulled open by dozens of creatures. The
     hangar doors start to buckle under the pressure.

     The remote detonator in Burke's hand is now active.

176C INT. UNDERGROUND LAB/SHAFT                                 176C

     Carnby and Aline quickly climb up the ladder. They are almost
     at the top of the Shaft.

     The Shaft is sealed with a pair of corrugated metal doors.

     Sunlight shines through the thin crack between the doors.

     Carnby points his gun at the metal doors above them.

     *** SCENES 177, 178, 179, 179A, AND 180 OMITTED ***

181  EXT. ORPHANAGE - DAWN                                       181

     A small Storm Cellar is built into a corner of the
     Orphanage's front lawn. The corrugated metal doors are locked
     from the outside with a chain and rusty padlock.

     A BURST of GUNFIRE blows out from inside the Storm Cellar,
     breaking open the padlock. The doors are thrown open.

     The sun rises on the horizon.

     *** SCENES 181A, 181AA, 181AB, AND 181B OMITTED ***

     *** SCENES 181C, 181CC, AND 181D OMITTED ***

181E INT. UNDERGROUND LAB/TUNNEL                                181E

     Burke looks around the abandoned 713 lab.

     The creatures are almost through the hangar doors. The gap is
     just wide enough for one creature to stick its head through.

     It SNAPS its jaws at Burke.

     Burke presses the button on the detonator. The detonator
     counts down: 3... 2... 1...

181F INT. UNDERGROUND LAB/SHAFT                                 181F

     A tremendous EXPLOSION rocks the Shaft. A swirling geyser of
     flame shoots up towards the top of the Shaft.

181G EXT. ORPHANAGE - DAWN                                      181G

     Carnby and Aline dive out of the Shaft just in time. The
     geyser of flame erupts out of the Storm Cellar.

     The shock-wave knocks them to the ground. A cloud of dust
     swirls up out of the Shaft.

181H EXT. MINE - DAY                                            181H

     The Mine shakes from the explosion. Great clouds of dust and
     rock fragments billow out of the Entrance Hall.

     The whole mountain RUMBLES from the detonation.

181J EXT. ORPHANAGE                                             181J

     Aline and Carnby get to their feet outside the Storm Cellar.

     Smoke pours out of the Shaft.

     But as he sees where he really is, Carnby is stunned. He
     stares up at the Orphanage.

                 They were under us the whole time.

181K INT. ORPHANAGE/DEN                                         181K

     Carnby and Aline walk through the Orphanage. It is clean,
     well-maintained. But no one is there. The Orphanage is empty.

                 Where are all the children?

     The door to the Children's Room is ajar. Carnby opens the

181L INT. ORPHANAGE/CHILDREN'S ROOM                             181L

     Carnby and Aline stand at the doorway.

     Sister Clara lies dead on one of the children's beds. The
     blankets and sheets are soaked with blood.

     A bloody gash has been sliced up each of Sister Clara's arms.

     A blood-stained straight-razor sits on the bedside table.

     A crumpled piece of paper is clutched in one of Sister
     Clara's hands. Carnby takes the paper and uncrumples it.

     The notes reads: "FORGIVE ME, EDWARD."

181M EXT. ORPHANAGE - DAY                                       181M

     Aline and Carnby step out of the Orphanage. Carnby looks
     around, troubled. No one is visible outside the Orphanage.

                 Something's very wrong...

     *** SCENES 182, 183, 183A OMITTED ***

184  EXT. STREET - DAY                                           184

     Carnby and Aline walk along a deserted street. The sun rises
     above them. It's a beautiful day.

     Shops look ready to open. Cars are parked along the streets.

     But no one is driving. The neighborhood is empty.

     *** SCENES 185, 186, AND 187 OMITTED ***

188  EXT. DOWNTOWN STREET - DAY                                  188

     Carnby and Aline walk down a wide street in the middle of the
     city's downtown core. No one is visible anywhere.

                 Edward... what's going on?

     Carnby looks ashen. They stand in the middle of a downtown
     intersection, empty streets stretching out in all directions.

                 Remember what Hudgens said? I was his
                 last failure. He said he perfected the
                 implant process.

                 It can't be...

                 Then where the hell is everybody? Where's
                 everybody gone?

     We look down at Carnby and Aline, alone in the intersection,
     empty streets all around them. We start to float up above
     them, getting a wider and wider bird's eye view of the city.

     We swoop up higher above them, but still, no one is visible
     anywhere in the city. We float up until the entire city
     stretches out below us. Nothing moves. No one can be seen.

                         CARNBY (V.O.) (CONT'D)
                 Here's what I know. There are two worlds
                 on this planet. A world of light and a
                 world of darkness. For millions of years,
                 these worlds were in balance. But now,
                 the lights of human civilization burn
                 everywhere. The dark places are
                 disappearing. We forced them to come out
                 of the shadows. Now, it's my job to force
                 them back in. My name is Edward Carnby.
                 I'm here to protect you from things you
                 don't believe in.

     We start to drop back down, faster and faster, the ground
     rushing towards us. We are descending directly above Carnby
     and Aline, standing alone in the empty intersection.

     We swoop down right in front of Carnby. His trench-coat blows
     in the wind. Aline stands next to him, ready.

     Carnby reloads his revolver.

                         CARNBY (CONT'D)

                 Yes Edward?

                 It's going to be a busy day.

     The sun shines down above them, illuminating the deserted
     city streets. Carnby's expression is determined.

     *** SCENES 189 AND 190 OMITTED ***

                                                           FADE OUT.