LAND OF THE DEAD





                     ORIGINAL SCREENPLAY





                            BY 





                      GEORGE A. ROMERO








                       24 August 2004 


                   ATMOSPHERE ENTERTAINMENT


                 ROMERO-GRUNWALD PRODUCTIONS

















BLACK. THE SOUND OF CHANNELS BEING TURNED ON A TV. TITLE UP:

"SOME TIME AGO".

                      NEWSCASTER (O.S.)
           It's hard for us here to believe
           what we're reporting to you, but it
           does seem to be a fact.

CLICK! In a corner of the BLACK SCREEN, A SMALL TV APPEARS.
On it, in BLACK & WHITE, A NEWSCASTER sits at an anchor desk.

                      NEWSCASTER (O.S.)
           Bodies of the recently dead are
           returning to life and attacking the
           living.

CLICK! With each CLICK, the TV disappears, then reappears in
a new position ON SCREEN. CREDITS ROLL in the surrounding

BLACK.

                      NEWSCASTER (O.S.)
           Murder victims have shown signs of
           having been partially devoured by
           their murderers.

CLICK! ANOTHER NEWSCASTER is on the TV now, sitting in a more
modern studio. The broadcast remains in BLACK & WHITE.

                      SECOND NEWSCASTER
           Because of the obvious threat to
           untold numbers of citizens, due
           to the crisis that is now
           developing this radio station will
           remain on the air day and night.

CLICK! The second newscaster looks more and more disheveled.

                      SECOND NEWSCASTER (O.S.)
           It has been established that persons
           who have recently died have been
           returning to life and eating the
           flesh of the living.

CLICK!

                      SECOND NEWSCASTER (O.S.)
           We must not be lulled by the
           concept that these are our family
           members or our friends. They are not.
           They must be destroyed on sight.

CLICK! A THIRD NEWSCASTER, more haggard than the others, sits
at an ANCHOR DESK on a barren set, still in BLACK & WHITE.

                      THIRD NEWSCASTER (O.S.)
           Every dead body that is not
           exterminated becomes one of them.
           It gets up and kills. The people it
           kills get up and kill. They kill
           for one reason. They kill for food.

CLICK!

                      THIRD NEWSCASTER (O.S.)
           If this situation is allowed to
           continue, there will be nothing
           left. Nothing.

CLICK!

                      THIRD NEWSCASTER (CONT'D)
           It's over. Finished. Finished. It's
           their world now.

CLICK! IN ABSOLUTE BLACK, A SINGLE WORD FADES UP: "TODAY". A
SOUND FADES IN TOO. TCHICK! KA-TCHICK-TCHICKY-TCHICK! Soft.
Metallic. It makes us nervous.

EXT. UNIONTOWN - NIGHT

IN COLOR: A FULL MOON shines over a picture-perfect American
town. PEOPLE, seen in SILHOUETTE, stroll past quaint shops
whose signs promise RELIABLE APPLIANCES, WELL-MADE CLOTHES,
SOLID VALUES. A DINER has a neon sign that offers the "BEST
EATS IN TOWN". But something is wrong. The neon isn't lit.
Nothing in town is lit. Street lamps, windows, are all dark.
TCHICK! KA-TCHICK-TCHICK. That DISTURBING SOUND continues.

Some of the PEDESTRIANS drift into "UNIONTOWN PARK", milling
around a GAZEBO, where THREE "MUSICIANS" are struggling with
a trombone, a saxophone, and a tambourine. They can't seem to
make the instruments work, except for the tambourine player,
who is rattling out a few very unrhythmic beats. That's where
that sound is coming from. TCHICK! KA-TCHICK-TCHICKY-TCHICK.
A CLOSER INSPECTION REVEALS: The "MUSICIANS" are DEAD. So are
the "PEDESTRIANS". Flesh is rotting off their bones. The town
itself, which at first looked so perfect, is ROTTING TOO.

                      MIKE (O.S.)
           They're trying to be us.

                      RILEY (O.S.)
           They used to be us.

EXT. HILLTOP ABOVE UNIONTOWN - NIGHT

                      RILEY
           (Worried) They're learning how to be
           us again.

RILEY DENBO watches the town through binoculars. 32, made
rugged by realities, he has a heart beneath his tough
exterior. MIKE CONVERSE, 21, young and unseasoned, has the
eagerness and passion of someone young and unseasoned.

                      MIKE
           No way. Some germ or some devil got
           them things up and walkin'. But
           there's a big difference between
           them and us. They're dead!

EXT. "UNIONTOWN TEXACO" - NIGHT

DEAD TEENAGE COUPLE walks hand-in-hand near the gas pumps
of a defunct TEXACO STATION. The boy steps on the little hose
that BINGS when a car pulls in. Out of the building comes...

...AN ATTENDANT. It was once tall and handsome. Now his face
is a wrinkled map of death. He has lost its left arm. Dried
blood darkens the shoulder of its jump-suit, where the arm
was torn away. A "TEXACO" PATCH tells us the Thing used to
work here. Embroidery tells us his nickname was once "BIG
DADDY". He goes to the pump and removes the nozzle. Turns, as

if searching for a car to fill with gas. There is none.

                      MIKE (O.S.)
           It's like they're pretending to be
           alive.

EXT. HILLTOP ABOVE UNIONTOWN - NIGHT

                      RILEY
           Isn't that what we're doing, son?
           Pretending to be alive?

EXT. DUMP - NIGHT

THE SOUND OF GROANING WOOD as THREE heavily-armed GUERILLAS
push a large CRATE over a PRECIPICE into a deep GARBAGE PIT
below. FIVE SIMILAR CRATES lie amid the rubble.
Insects BUZZ. RATS crawl. HUMAN SKELETONS, most HEADLESS, lie
everywhere, no flesh left on their bones. Those with heads
show various wounds to their skulls. Except for one, which...

...suddenly, startlingly MOVES! Its bony arm reaches up from
the bottom of the pit toward...

...CHOLO DeMORA, a Latino in his 20s, handsome, roguish, and
confident...a bit too confident. He reaches over his shoulder
and unstraps a CROSSBOW.

                      CHOLO
           Poor bastard.

WFFFFT! Cholo shoots the skeleton. His arrow goes completely
through the WHITE SKULL.

EXT. MOVING VAN - NIGHT

The doors of a beat-up WHITE MOVING VAN open. Cholo reaches
in, throwing back an oilcloth that covers ANOTHER CRATE.

                      GUERILLA
           Whole lotta trash this week.

                      CHOLO
           That's life, brother. A whole
           lotta trash.

As the men tip the crate onto a dolly, MAGGOTS are revealed

in the darkness beneath, squirming in a POOL OF BLOOD.
           (What's in that crate?)

EXT. HILLTOP ABOVE UNIONTOWN - NIGHT

RILEY and MIKE watch THREE DEAD THINGS lumber toward them
from the town below.

                      RILEY
           They know we're here. They can
           smell life. Smell blood.

EXT. "UNIONTOWN TEXACO" - NIGHT

THROUGH THE BINOCULARS: BIG DADDY replaces the nozzle in the
gas pump. Sensing something, it looks around. Up. His dead
eyes lock on Riley's. Big Daddy grunts. Responding to him...

EXT. HILLTOP ABOVE UNIONTOWN - NIGHT

...the THREE DEAD THINGS move up the hillside with more
determination.

                      RILEY
           Glancing at Mike's guns) You any
           good with those?

                      MIKE
           Dunno. It's my first trip. Never
           had to use `em before.

                      RILEY
           Great. I'm out here with a guy who
           can't shoot. Let's go.

Mike stands, turns, and...

...is GRABBED from behind by a ZOMBIE! It's not one of the
three they've been watching. This one wears the remains of a
CLOWN SUIT. Half its bulbous red nose has been eaten away.
Painted eyelashes make its stare alarming. Its ORANGE HAIR is
crawling with SPIDERS. It wrestles Mike to the ground. Opens
its lipsticked mouth. Is about to bite Mike's neck when...

...Riley FIRES his .45. BLAM! A bullet SHATTERS the Clown's
SHOULDER CAP. The dead thing is pitched backward, but seems
to feel no pain. It hunkers over Mike again.

Riley FIRES four more times. THREE BULLETS RIP into the
Clown's CHEST, NECK, CHEEK. Finally, the FOURTH PUNCHES A
HOLE above the thing's left eyebrow. The Clown DROPS.
Mike looks at Riley.

                      MIKE
           Jesus. You can't shoot, neither!

INT. DEAD RECKONING - NIGHT

RILEY and MIKE step into a tight, uncomfortable space.

Generators whir. Gears turn. The two men open a storage
locker and strap on ammo belts as...

...SOMETHING TERRIBLE LOOMS out of the shadows! It moves
toward Riley and Mike, who can't see it from behind the
locker. The LEFT SIDE OF THE THING'S FACE has been BURNED
AWAY. Only scar-tissue remains, and a single usable eye
bulging from a socket.

Riley turns. Sees the thing. And, surprisingly, he relaxes,
recognizing CHARLIE HOUK, a heavily-armed guerilla whose
intellect is as burned as his face.

                      CHARLIE
           Tcha doin', Riley?

                      RILEY
           Havin' a bad dream.

                      CHARLIE
           I have bad dreams. Hell, yes. Just
           look at me, you can tell that I
           have terrible dreams.

                      RILEY
           The town is full of walkers.

                      CHARLIE
           Every town is full of walkers.

                      RILEY
           These aren't just walking. They're
           like...regular folks.

                      CHARLIE
           But they're dumb, Riley. Hell, dead
           folks is near as dumb as me!

                      RILEY
           You learned how to make yourself
           useful. That's what they're doing.

                      WOMAN'S VOICE (O.S.)
           They dumped the trash. Cholo's on
           his way.

Riley and Mike look across the room in the direction of the
voice. Twenty feet away, a WOMAN sits at the controls of what
looks like a scavenged airplane cockpit that's outfitted with
a mixture of high- and low-tech equipment. She wears a black
leather jacket with "PRETTY BOY" emblazoned across the back.

                      MIKE
           (Surprised) Pretty Boy's a dame?

                      RILEY
           This one is. Last one was a guy.

                      MIKE
           What happened to him?

Pretty Boy turns, poking her finger through a BULLET HOLE
encrusted with year-old BLOOD in the chest of her jacket.

                      PRETTY BOY
           I kept his jacket. For good luck.

                      MIKE
           Luck?

                      RILEY
           Put some flowers in the graveyard.

Pretty Boy reaches out and flips a toggle switch on the
control panel. THOOMB! THOOMB! DEEP CONCUSSIVE SOUNDS can be
felt as much as heard as...

EXT. DEAD RECKONING - NIGHT

...RILEY, CHARLIE, and MIKE step out of A VEHICLE the size
of a city bus. The words DEAD RECKONING are painted on its
side. This is no bus. It's a war wagon, built of SCAVENGED
PARTS with a RIVETED STEEL SKIN. GATTLING GUNS protrude from
a MEAN-LOOKING SNOUT. A ROOF TURRET supports two FOURTEEN
INCH-CANNONS. Rotating lights SHINE in all directions,
piercing the night.

THOOMB! THOOMB! THOOMB! That sound again. MORTAR TUBES on the
vehicle's roof are launching FIREWORKS that BURST in the sky.

                      CHARLIE
           (Looking up) `Flowers in the
           graveyard'. Why do you call `em
           that, Riley? I don't get it. These
           here flowers ain't the kind you lay
           down on the ground. These here are
           sky flowers. Way up in Heaven.

                      RILEY
           I love ya, Charlie. Know why?
           Cuzz you still believe in heaven.

THE WHITE MOVING VAN rolls in and parks beside Dead Reckoning.

CHOLO jumps out with the THREE GUERILLAS from the dump.

                      CHOLO
           You guys scope out the town?

                      RILEY
           Looks like nobody's hit it before.

FOUR GUERILLAS get into an old T-BIRD CONVERTIBLE mounted with
machine guns. TWO OTHER ARMED MEN climb onto MOTORCYCLES. The
very night seems to GROWL as everyone starts their engines.

                      CHOLO
           Ready?

                      CHARLIE
           Always ready. Just look at me
           you can tell I'm always ready.

                      CHOLO
           I look at you, all I see's an idiot.

                      CHARLIE
           I don't think that's all you see.
           bet you see this iron, too.

Charlie is wearing four holstered sidearms, two shouldered
automatic rifles, a REMINGTON...and a sly smile that makes us
wonder whether he's an idiot or not.

                      CHOLO
           Let's go have some fun.

                      RILEY
           Ain't about fun, Cholo.

VROOOM! The T-Bird and the motorcycles pull out toward town.

                      RILEY
           We go in, do our job, and get out,
           all of us alive, okay? I don't want
           any fuck-ups on my last day out here.

                      CHOLO
           (Grinning) My last day, too.

Riley looks surprised. Cholo mounts a MOTORCYCLE, REVS the
engine, and heads out.

                      CHOLO (CONT'D)
           YEEEE-HAAAAAAAA!

                      CHARLIE
           What'd he do, hit the lottery or
           somethin'?

                      RILEY
           Somethin'. (Wondering) Somethin'.

Riley and Charlie start to get back into Dead Reckoning. Mike
follows, pausing to look up at the "sky flowers".

                      MIKE
           Do those things really work?

                      RILEY
           Yup. (Almost sadly) Stenches can't
           take their eyes off `em.

EXT. MAIN STREET - UNIONTOWN - NIGHT

DEAD THINGS stand completely frozen in the middle of main
street, like statues, mesmerized by the FIREWORKS.
Only one figure is moving. BIG DADDY. He weaves between his
brothers and sisters, urgently waving his one good hand,
like Frankenstein's monster, as if to say "Bad! Bad!" He has
learned that fireworks bring danger.

A DEAD TEENAGE CHEERLEADER, holding filthy pom-poms, looks at
Big Daddy, unable to grasp what he's trying to communicate.
A SPEAR is DRIVEN through the Cheerleader's face! The spear
is held like a lance by HARRY, a guerilla who roars past on
his motorcycle hooting like a cowhand on round-up. Other
BIKERS rumble down the street, firing guns.
Big Daddy watches the Cheerleader fall. It throws its head
back and lets out a great HOWL.

INT. DEAD RECKONING - NIGHT

THROUGH THE WINDSHIELD: RILEY recognizes BIG DADDY from the
gas station. He also recognizes the Thing's anguish as...

EXT. TOP OF MAIN STREET - UNIONTOWN - NIGHT

...DEAD RECKONING, mortars still shooting FIREWORKS, stops on
the edge of town. CHOLO pulls up alongside on his bike.

INT. DEAD RECKONING - NIGHT

THROUGH THE WINDSHIELD: RILEY and MIKE watch the T-BIRD ROAR
down MAIN STREET. The FOUR GUERILLAS inside laugh gleefully
as they use the MACHINE GUNS to MOW DOWN HAPLESS ZOMBIES.

                      MIKE
           I thought it was gonna be a battle.
           This is a fucking massacre.

                      CHOLO
           (Through an open hatch) Kid, these
           are the toughest guys in the `hood.
           You can't keep `em from wantin' to
           get some chuckles.

Riley gives Cholo an irritated look.

                      CHOLO (CONT'D)
           Hey, not me, Boss. You told me not
           to have any fun, I'm not having any
           fun at all. (To Mike) Come with me,
           kid. I'll show you the ropes.

Mike climbs out and gets on the back of Cholo's motorcycle.

                      RILEY
           Where you goin'?

                      CHOLO
           To get supplies. Essential supplies.
           That's job our job, ain't it?

EXT. UNIONTOWN FOODMART - NIGHT

THE WHITE MOVING VAN pulls up to a supermarket. THE DEAD
THINGS in the parking lot, gazing at the FIREWORKS, barely
notice the vehicle. MARKSMEN keep the lot covered as
GUERILLAS carry CASES OF CANNED GOODS out of the supermarket
and into the van. The team has this down to a science.
RILEY'S VOICE comes over one Guerilla's hand-held radio.

                      RILEY (O.S. RADIO FILTER)
           How's the food?

                      GUERILLA #1
           (Into his radio) Lousy, but there's
           lots of it.

EXT. UNIONTOWN SIDE STREET - NIGHT

DEAD RECKONING RUMBLES down a side street, its steel skin

reflecting the FLASH of fireworks.

INT. DEAD RECKONING - NIGHT

PRETTY BOY drives. RILEY stands beside her.

                      RILEY
           (Into radio) Number Two, what's
           your location?

                      GUERILLA #2 (O.S. RADIO FILTER)
           D

           rug store. Need an aspirin? I got
           a million of `em.

                      RILEY
           (Into radio) Antibiotics. We need
           antibiotics.

                      GUERILLA #2 (O.S. RADIO FILTER)
           We're set.

                      RILEY
           (Into radio) Number Three?

EXT. UNIONTOWN GUN STORE - NIGHT

UERILLAS load boxes of ammo into a JEEP.

                      GUERILLA #3
           (Into radio) Guns and ammo, Boss.

EXT. MAIN STREET - UNIONTOWN - NIGHT

HARRY, the biker with the spear, is making another run toward
a WALKER, who stands mesmerized by the fireworks, when...

WHAP! Harry is sent FLYING!

DEAD WOMAN, once pretty, wearing a softball uniform that
bears the NUMBER NINE, has used its bat to hit a home run.
Harry's riderless motorcycle fishtails up the street and hits
the side of a building.
Harry tries to get up. TWO DEAD THINGS attack him. Another
motorcycle, driven by ANCHOR, who looks like Popeye, RUMBLES
up in the nick of time.

                      ANCHOR
           Harry, jump on!

Fighting off the Dead Things, Harry gets on and speeds away.

INT. DEAD RECKONING - NIGHT

PRETTY BOY turns a corner. Out the windshield, RILEY sees...

EXT. MAIN STREET - UNIONTOWN - NIGHT

...CHOLO and MIKE, on Cholo's bike, joining up with FOXY, a

red-haired guerilla on his own motorcycle. The three drive
toward the end of town.

                      RILEY (O.S.)
           What the fuck?

EXT. UNIONTOWN STATE STORE - NIGHT

CHOLO SCREECHES to a stop at a LIQUOR STORE with MIKE and
FOXY. All dismount and start toward the entrance. They stop
as DEAD RECKONING pulls up and RILEY and CHARLIE climb out.

                      CHARLIE
           Nothin' in there but booze. Booze
           ain't essential.

                      FOXY
           A jug of good Kentucky goes for
           fifteen hundred back in town.

                      RILEY
           (To Cholo) I'm not risking anybody's
           ass just so you can pick up some
           side money.

                      CHOLO
           Not askin' you to.

Cholo and Foxy start into the liquor store. The doors are
wide open. All that can be seen from outside is darkness.

                      RILEY
           Mike! Wait!

But Mike has followed the others inside.

INT. UNIONTOWN STATE STORE - NIGHT

CHOLO unstraps his crossbow and leads the way cautiously
into the dark space. Every subtle SOUND in the SILENCE puts
MIKE more on edge. His hand tenses on his gun as SHADOWS loom
in front of him. Shadows that could be zombies, but are not.
Behind the dusty glass doors of a once-refrigerated wall-
unit, Cholo sees a CASE OF DOM PERIGNON. He goes to the

refrigerator. Re-strapping his crossbow, he opens the door.
Reaches in for the case of champagne. His two hands grab it.

A THIRD HAND GRABS IT!

Cholo looks up. The refrigerator has no back wall. A DEAD

THING with a Manson-like SWASTIKA tattooed in the center of
its forehead has stepped in from the shadows of a loading
area beyond. It GRABS Cholo with a terrifying GROWL.
Cholo falls under the weight of the champagne, and the
weight of the Dead Thing, which drops on top of him. They

roll, struggling. The Thing holds Cholo in a death grip.

At the front of the store, Mike fumbles with his rifle.
Foxy shoots at the Dead Thing and misses.

Cholo PUNCHES the Thing with his free hand. The Dead Thing's
head recoils, but lowers again toward Cholo, the Swastika
looming, drooling teeth baring for a bite. Cholo's eyes
flash. It's the first time we've seen him scared.
BLAM! CHARLIE FIRES one round, right into the center of the
swastika on the Zombie's forehead. The Thing crumples.

                      MIKE
           Nice shootin'.

                      CHARLIE
           Good shootin'. Ain't no such thing
           as nice shootin'.

A FOOT KICKS the Zombie off Cholo, who looks up to see...

...RILEY extending a hand to help him to his feet.

                      RILEY
           Close one.

                      CHOLO
           I'm still here, ain't I?

Everyone relaxes. Cholo picks up the case of Dom. The others
head toward the front of the store.
TILT DOWN TO THE FLOOR as their feet move past. In the gloom
behind stacks of cartons...

...A DEAD HAND appears. Reaching.

                      CHOLO
           Shit! Look out, kid!

The hand grabs Mike around the ankle! Mike turns, raising his
gun. Too late.
A DEAD UNIFORMED POLICEMAN, the skin on half its face STRIPPED
DOWN TO BONE, RIPS A HOLE IN HIS LEG with its teeth!
Mike SCREAMS, staggers into a wall, and drops to a seated
position on the floor. Riley and Charlie spin around at the

sound of his cry. Cholo, closest to Mike, pulls his crossbow
and fires an arrow through the Zombie's head.

                      CHOLO
           Fuckin' rookies.

Cholo tucks away the crossbow, grabs a box of Cohibas off a
counter, and runs outside with Foxy. Riley goes to Mike.

                      RILEY
           (Kneeling) It's alright, son.
           You're gonna be alright.

                      MIKE
           No. I'm dead. You get bit by one
           f those things and you become what
           they are.

Riley wraps a strong arm around Mike and lifts him. Mike
quickly plants the barrel of his .45 under his chin and...

BLOWS HIS OWN BRAINS OUT!

Riley, stunned, lets the corpse slide to the floor. He looks
into the rookie's open eyes, devastated.

EXT. MAIN STREET - UNIONTOWN - NIGHT

THE WHITE MOVING VAN, THE T-BIRD, AND THE JEEP roll out of
town in a convoy. Trailing them, THREE SADISTIC GUERILLAS on
MOTORCYCLES ROAR past, firing...

...a HAIL OF BULLETS at A DEAD FAMILY on the sidewalk. The
MOTHER FALLS. Not shot. It has been GRABBED and SHOVED down
to the ground by...

...BIG DADDY! Who GRABS the little GIRL next, thrusting her
roughly behind the protection of a wrecked car. The FATHER is
last. Big Daddy grabs it from behind, by its hair, just as...

...ROUNDS from an UZI DRILL A DOTTED-LINE across the Father's
neck. Big Daddy is unhurt, but spattered with BLOOD. Not red,
greenish-black. The blood of the dead.

here's a RIPPING SOUND as the Father's NECK is PULLED APART
by the weight of its limp body. The body DROPS to the street.

The HEAD remains suspended in Big Daddy's hand. His face
contorts. His mouth opens and closes, trying to utter sounds.
Big Daddy drops the head, looking down at its befuddled eyes
with sympathy. After a moment, the sympathy is joined by
rage. Big Daddy lifts his right foot and brings it STOMPING
DOWN on the disembodied head, CRUSHING ITS SKULL.

The convoy ROARS off, leaving a cloud of exhaust. Big Daddy

sees Harry's downed motorcycle lying in the street. The butt
of an AUTOMATIC RIFLE protrudes from a saddlebag.

Big Daddy goes over. Pulls out the rifle. Tests the weight of
it in his hand. Curls his finger in through the guard and
pulls the trigger.
BLAM! A bullet ricochets off a brick wall. Big Daddy is
startled at first. Then, he relaxes, realizing the rifle's
power. With surprising dexterity, he slings the weapon's
strap over his head and across his chest, patting the strap
as if comforted by it. Turning, he looks toward...

...THE DISTANT GLOW OF A SKYSCRAPER that can be seen ON THE
HORIZON. That's the direction the convoy is headed. That's
where the bad men came from. That's where he wants to go.

REVERSE ANGLE:

With the city in the distance, Big Daddy starts walking.
NUMBER NINE falls into step beside him. Soon there are MORE.
None of them knows where they are going. Or why. All that
seems to matter is that they have a leader.

EXT. DEPOT - PRE-DAWN

DEAD RECKONING, emitting tendrils of HOT STEAM from twenty
steel nostrils, stands parked in a corner of a fenced-in
outdoor yard. (We don't see how big the yard is. Yet.) A
SEARCHLIGHT sweeps the darkness as GUERILLAS unload the
supplies they took from Uniontown and carry them toward...

...a set of RUSTY STEEL DOORS, above which is a FADED SIGN
that reads "SUBWAY (TO CITY)".
In the bustle of activity, HARRY, the biker who was attacked
in town, perspires as he helps unload. He looks ill.
RILEY walks past, handing out bottles of beer to the men.

                      RILEY
           Harry. Beer?

Harry doesn't answer.

                      RILEY (CONT'D)
           Harry?

Harry SPINS! GROWLS! LUNGES at Riley like a beast!
Riley has no time to reach for his gun. The Harry-Thing is
strangling him. SMASHING the neck of a beer bottle on the
snout of Dead Reckoning, Riley JAMS THE JAGGED GLASS into

the Harry-Thing's forehead. Its body drops to the ground.

                      PRETTY BOY
           Got knocked off his bike in town.
           Must have been bit.

Riley looks down at the body with a mixture anger and regret.

INT. SUBWAY TUNNEL - DAWN

A mile-long subway tunnel extends into BLACKNESS. A wide
PLATFORM runs the length of the tracks, at the head of which
A DERELICT TRAIN is parked.
A CARGO CARRIER pulls out, driving along the platform, its
flatbed piled with supplies, while ANOTHER CARRIER is being
loaded with boxes of food, pharmaceuticals, ammunition, and...

TWO BODY BAGS.

                      CHARLIE
           Shit happens, Riley.

                      RILEY
           (Blaming himself) Only if you let it.

The cargo carrier that was first to pull out drives into the
tunnel. CEILING LIGHTS spaced far apart STUTTER on and off.
Two guerillas, ANCHOR and MOUSE, who looks like a mouse, ride
on the open flatbed with the cargo.
The tunnel is filled with looming steel shapes that cast
menacing shadows. Mouse shifts nervously. Suddenly...

...PLINK! SOMETHING WET FALLS ON HIS FACE! He JUMPS.
Recovers. Wipes his cheek with his sleeve.

                      MOUSE
           I hate going under the fuckin' river.

He takes out a joint. Lights up. The match FLARES. SPLAT!
Mouse and the match are soaked by WATER dripping from above.

EXT. THE CITY - DAY

RIVERS flank a TRIANGLE OF LAND where A CITY glows in the

sunrise. Once proud and prosperous, its buildings now seem
like tombstones. SEVEN BARRICADED BRIDGES span the rivers.

                      ANNOUNCER (O.S.)
           Protected on three sides by mighty
           rivers, the city stands as a monument

           to man's ingenuity. At the center of
           it all is Fiddler's Green.

INT. SUBWAY TUNNEL - DAWN

A TV MONITOR broadcasts views of A KITCHEN, A PLUSH LIVING

ROOM, A DEN with a VIDEO FIREPLACE.

                      ANNOUNCER (O.S.)
           Luxury living in the grand old style.
           Dine at one of three restaurants.
           Look for that perfect gift in our
           fabulous shopping mall.

he monitor shows a huge ATRIUM with shops and restaurants.

                      GUERILLA (O.S.)
           They make it sound nice.

                      CHOLO (O.S.)
           It is nice.

Holding his case of Dom Perignon and his box of Cohibas,
CHOLO looks with FOXY at a monitor mounted to a white-tiled
subway station wall. Down the tunnel behind them, the other
GUERILLAS unload supplies from CARGO CARRIERS parked on the
platform. A sign reads, "GOLDEN TRIANGLE/FIDDLER'S GREEN".

           M

           f

           E

           W

                      RILEY
           (Approaching) Cholo.

Foxy moves away, leaving Riley and Cholo alone.

                      RILEY
           Two people dead. That kid, Mike. He
           should be here with us right now.

                      CHOLO
           I didn't kill him. He got bit and
           he killed himself. Same thing I
           woulda done. And you!

Riley lunges at Cholo, takes hold of his shirt, and SLAMS
him against the wall.

                      RILEY
           The fuck are you turning into, man?

                      CHOLO
           e take money to do nasty shit.
           Shit that nobody else is dumb
           enough to do. We go in knowing the
           risks. The kid did too. His number
           came up, that's all.

                      RILEY
           We take the risk to bring in things
           people need. Not to make a few
           extra bucks selling liquor. You
           used to know that.

                      CHOLO
           Everybody makes their own way.
           everybody makes their own
           fucking way!

Cholo shrugs out of Riley's grasp. Behind them, the guerillas
continue to unload cargo.

                      CHOLO (CONT'D)
           y daddy...he picked fruit, penny-
           a-piece. He never went for
           anything, so he never had anything.
           I'm gonna have a place, Riley. My
           own place! And now I got enough
           money to buy my way in.

                      ANNOUNCER (O.S.)
           Isn't it time? Isn't it your time?
           For Fiddler's Green.

Cholo looks up at the TV monitor. Riley follows his gaze,
seeing well-dressed PEOPLE sipping cocktails in a club room.

                      RILEY
           You're dreaming, Cholo. They'd
           never let me in. They'll never let
           you in. We're the wrong kind.

The image on the TV MONITOR changes to an overhead view of
the city and its rivers. Animation draws a RED LINE along the
base of the "golden triangle", a zone known as "THE THROAT".

                      ANNOUNCER (O.S. CONT'D)
           Bask in the security of a city
           protected not only by its natural
           boundaries, but by hand-picked
           members of its own private militia.

EXT. THE CITY - "THE THROAT" - DAWN

In live action, not on the monitor, WEARY TROOPS, sloppily
uniformed, guard four rows of electrified, barbed-wire FENCING.
DEAD THINGS cluster by the DOZENS outside the barricades.

CORPSES hang all along the stretch, suspended on the barbs.

                      MILITARY WOMAN
           Stench! Ten o-clock!

A WALKER lumbers in and touches the fencing. SPARKS FLY! The
Thing's flesh is literally COOKED! BOILS develop, POPPING
OPEN, emitting SMOKE. Still the Thing remains animated.

                      MILITARY MAN
           Take its fuckin' face off.

UDDA-BUDDA-BUDDA! The Military Woman FIRES. The Thing is
decimated. Its body hangs, welded to the SPARKING barbs.

INT. FIDDLER'S GREEN CENTRAL MALL - MORNING

CHOLO approaches a CHECKPOINT manned by TWO SECURITY GUARDS.
Setting down the champagne and Cohibas, he unstraps his
weapons and hands them over.

                      CHOLO
           DeMora. Supply unit

                      SECURITY GUARD
           What's in them boxes?

                      CHOLO
           Essential supplies. For the man
           upstairs.

           l

The Guard takes Cholo's weapons and returns a claim check.
CHOLO collects his boxes and steps onto an escalator that
carries him up into an ENORMOUS ATRIUM. The "mall" we saw on
TV. SUNLIGHT splashes through glass walls onto box-planted
trees. Caged birds CHIRP seemingly in tune with the Chopin
that lilts over a sound system. SHOPPERS, expensively over-
dressed, stroll past stores. OTHER RESIDENTS lunch at
"outdoor" cafes. Cholo pulls out a kerchief and wipes the
smudges off his face, trying to make himself presentable.

EXT. "GOLDEN TRIANGLE" - MORNING

FIDDLER'S GREEN, a heavily protected HIGH-RISE in the center
of the city, dominates the skyline. It's where the Fat Cats
live, protected from urban decay. The building is surrounded
by unoccupied high-rises that define "the golden triangle", a
clean section in the center of the city. No ugliness in view.

RILEY and CHARLIE cross a manicured plaza to a CHECKPOINT

manned by TWO SECURITY GUARDS. Riley hands over his ID.

                      RILEY
           Quittin' time, Deke.

                      SECURITY GUARD
           (Holding up the ID) You're gonna
           need this.

                      RILEY
           (Walking on) Nope. When I said
           quittin' time, I meant quittin'

           time.

EXT. "GHETTO" - MORNING

RILEY and CHARLIE walk down a street into the city's "ghetto"
zone, which is lined with taverns, gambling clubs, strip
joints, like a boom town from Alaskan gold-rush days. BUYERS
and SELLERS lurk in the shadows, copulating, dealing drugs.

Riley is welcomed by nearly everyone he passes, greeting
them in return with a smile and a nod, handing some bills to
a FATHER with a YOUNG SON, patting an OLD MAN on the back.

                      CHARLIE
           Wanna get a drink, Riley? Just
           look at me, you can tell I could
           use a drink.

                      RILEY
           Later. Gotta see a man about a car.

Charlie follows Riley, who strides into...

...an alley, surprised to find a cadre of rough-looking
REVOLUTIONARIES, led by MULLIGAN, a defiant man who stands
on a soapbox. A small audience is gathered in front of him.
He takes a swig from a bottle of whiskey.

                      MULLIGAN
           (Irish accent) How long are you
           gonna let him push you around? If
           there was enough of us...if you all
           would join up with us...we could
           pull him down off his throne!

Some of the people in the audience nervously shift their eyes
to the FIDDLER'S GREEN HIGH-RISE ten blocks away.

                      RILEY
           You can't fix a place like this,
           Mulligan. You just have to get out

           of it.

                      MULLIGAN
           We've got the firepower, Riley. If
           you and your friends would come in
           with us, we'd be unstoppable.

Mulligan holds out his bottle to Riley, who passes it to
Charlie, who takes a swig.

                      RILEY
           Everyone's stoppable.

We hear the sound of a boy coughing. Mulligan's son BRIAN
stands behind him, looking feverish.

                      MULLIGAN
           You alright, son?

                      BRIAN
           I'm fine, dad.

As Riley starts past, he stops, pulls something from his
pocket, and presses it into Mulligan's palm.

                      RILEY
           Antibiotics. For your boy.

Mulligan looks down with gratitude at a bottle his hand.
When he looks up again, Riley is gone.

EXT. GARAGE - MORNING

Turning a corner, RILEY and CHARLIE stop in front of a
rundown GARAGE with a tarp hanging down instead of a door.
Riley pulls it aside and looks in. A HOBO lies asleep on a
grease-stained floor, curled under some old newspapers.

                      RILEY
           Where's the car?

                      HOBO
           (Waking) What car?

                      RILEY
           My new car. I paid for it. I was
           here yesterday. There were two guys
           getting it ready for me.

                      HOBO
           There was nobody here this morning.

                      RILEY
           Sonofabitch!

                      CHARLIE
           What happened, Riley. Didja get
           fucked?

Riley stands there, grim-faced.

                      RILEY
           (A whisper) Come on.

INT. PENTHOUSE CORRIDOR - FIDDLER'S GREEN - DAY

ING! An elevator door opens. CHOLO, carrying the champagne
and Cohibas, steps out, walks to "PENTHOUSE NUMBER ONE", and
rings the bell. An instant after he pushes the button...

...the door is JERKED OPEN by TYLER KNIPP, 50-something, an
African American man in a white butler's jacket. Frightened,
he's wielding a SCISSORS, poised to strike.

                      KNIPP
           (Lowering the scissors) Oh, Mister
           DeMora. Mister Kaufman ain't home
           and there's some shit goin' down.
           No lie. I heard...

A SCREAM RINGS OUT down the corridor!

                      KNIPP (CONT'D)
           I heard that!

ANOTHER SCREAM.

                      KNIPP (CONT'D)
           Oh, man. Mister K. sure gonna be
           upset about this.

Cholo drops his boxes and moves down the corridor.

                      KNIPP (CONT'D)
           I called Security. They should be
           here...

Cholo reaches the door to PENTHOUSE NUMBER TWO. It's locked.
ANOTHER SCREAM from inside. He FLINGS himself at the door.
The LATCH SPLINTERS out of the frame. The door BURSTS open...

INT. PENTHOUSE NUMBER-TWO - FIDDLER'S GREEN - DAY

...and CHOLO enters a dark foyer. The only light comes from
another room somewhere inside. A soft, rhythmic SQUEAK, like
a child's swing moving back and forth, ECHOES through the
apartment. It's an eerie, incongruous sound.
On guard, eyes straining, Cholo moves inside. The squeak gets
louder, the light brighter as he turns a corner and sees...

...a MIDDLE-AGED MAN, HANGING DEAD from a HOMEMADE NOOSE
suspended from a light fixture in the kitchen! THE BODY SWAYS
slowly, the harsh glare making the man's face even whiter
than it is. A toppled chair lies on the floor at his feet.

Cholo stands transfixed for an instant. And in that instant...

...HE IS GRABBED FROM BEHIND! He whirls, ready to kill, but
finds only a MIDDLE-AGED WOMAN, 60-something, wearing a
tailored suit and expensive jewelry, her perfectness
blemished only by her hysteria.

                      WOMAN
           My Johnny, he killed himself, he
           killed himself. My Johnny! My
           Johnny!

Cholo shakes her, hard.

                      CHOLO
           Keep it together, lady.

Behind them, in the kitchen, unseen, a dazed YOUNG MAN, walks
up to the hanging corpse. He rights the toppled chair and
steps on it, lifting a paring to knife cut through the noose.

                      YOUNG MAN
           (Softly, to himself) Dad. Oh, Dad.

                      WOMAN
           (To Cholo) Se-Security. Are you
           Security?

                      CHOLO
           No, I...

                      WOMAN
           Then, for God's sake, who ARE YOU?!

She resumes her SCREAMING.
In the kitchen, the Young Man is slicing through the rope
when his DEAD FATHER'S EYES POP OPEN! The Young Man is too

busy with the rope to notice. THE HANGED MAN'S EYES BLINK.
Once. Twice. Three times. Its body TWITCHES. And then...

...the Hanged Man turns, making a move on the Young Man. The
motion increases the strain on the light fixture, which pulls
away, SPARKING, from the ceiling and CRASHES TO THE FLOOR,

along with the Hanged Man and his son.

The entire apartment is PLUNGED INTO DARKNESS. The woman

stops her screaming. Almost as soon as she does, a SNARL can
be heard from the kitchen, followed by another SCREAM, this
one coming from the Young Man.
Cholo rushes to a nearby fireplace and grabs a POKER and a
MATCHLIGHT, which looks like a pistol, but shoots FIRE from

its tip. He approaches the kitchen, using the FLAME to light
his way. In the FLICKERING GLOW, he sees...

...the Young Man lying on the floor. CHUNKS have been bitten
out of his neck and wrist. The body is CONVULSING in the last
moments of life. THE HANGED MAN IS NOWHERE TO BE SEEN.
Cholo stands over the Young Man and stabs him in the head
with the poker, jabbing the point all the way through. The
woman SCREAMS again from the kitchen doorway.

                      CHOLO
           Shut up! I gotta hear. Where'd he
           go? Where'd the other guy go?

Silence. Cholo pulls the poker out of the Young Man's head.
SHUFFLING sounds. He follows them to the other end of the
kitchen, probing the darkness with his matchlight.
The sounds are LOUDER here. Cholo lifts the poker, ready to
strike. Just as he does...

...the back door of the apartment BURSTS OPEN and a SECURITY
GUARD lunges into the kitchen, rifle in hand.

                      SECURITY GUARD
           (To Cholo) Drop it!

Cholo drops the poker and holds up his hands.

                      CHOLO
           Hey, no problem.

TWO MORE SECURITY GUARDS come through the apartment's front
door and rush into the kitchen.

                      CHOLO (CONT'D)
           No problem, no problem! But there
           is a problem. There's a dead guy

           walkin' around in here.

THE HANGED MAN appears without warning, attacking one of the

guards who just entered, BITING OFF half his left CHEEK,
including the EYE.

Before his partner can raise his gun, THE WOMAN GRABS IT FROM
HIM! Aims at the Hanged Man.

                      WOMAN
           YOU SELFISH BASTARD! YOU LEFT ME

           ALONE HERE!

She fumbles with the weapon, not knowing how to make it work.

The bitten security guard starts to lose all strength in his
legs. The Dead Thing holds him up, as if waltzing with him,
BITING HIM again and again.
Cholo takes the gun from the woman and shoots the Hanged Man.

                      BITTEN SECURITY GUARD
           I need help. I need help!

Cholo kills the bitten security guard, too.

                      SURVIVING SECURITY GUARD
           You...FUCK!

Cholo turns the gun on the surviving security guard.

                      CHOLO
           You wanna talk about this? I did
           what I had to do. I only did what I
           had to do!

INT. "THE ARENA" - DAY

RILEY and CHARLIE step into the CELLAR of an old BROWNSTONE.
Dirt floor. Stone walls. The place is filled with smoke and
BUZZING with FLIES. As Riley and Charley turn their guns over
to TWO BIG BRUISERS inside, a TOUT named ROACH sidles over.

                      TOUT
           (Eyeing the weapons) Supply run last
           night, uh? Bet you have some money in
           your pocket. I can show you how to
           turn that money into more money.

                      RILEY
           Roach. Where's Chihuahua?

                      TOUT
           Maybe I can find him for you. Come
           on in.

Riley is already in. He has pushed past the Tout and is
striding into a fog where GAMBLERS are rushing to place bets
with heavily-armed BOOKIES. We're reminded of a cock-fighting
joint in a Pancho Villa movie.

                      RILEY
           Lot of action tonight.

                      TOUT
           Gotta new kind of game.

Riley strides toward a cluster of BETTORS. A very tall man

stands among them, wearing a Texas Stetson that sticks up
high above all other heads, its peacock feathers poking even
higher out of a snake-skin hat band.

Riley grabs him and spins him around.

he man's feet are off the ground. Way off the ground. Far
from tall, he's a little person, who has been standing on a
platform, wearing a purple satin pimp-suit. He's a Latino,
who looks like a Chihuahua. And that's his name. CHIHUAHUA.

                      CHIHUAHUA
           Put me down! Put me down!

                      RILEY
           What happened to my fucking car?

                      CHIHUAHUA
           What? They're fixing it up.

                      RILEY
           I went over to the garage. Your
           guys aren't there. The car's not
           there. My dinero's not there.

                      CHIHUAHUA
           Hey, this is not me. I did not do
           this to you. I am your friend. Put
           me down. Come on. I find out what
           went wrong.

                      RILEY
           Just get me the car, or they'll
           carry you out of here inside that
           fucking hat.

INT. BACKSTAGE - "THE ARENA" - DAY

In a dark CATACOMB, DEAD MEN are chained to the walls. WHAM!
A POLE shoots out. A NOOSE on the end encircles the neck of a
captive Dead Man and is cinched tight. TWO MEN hold the pole
while A THIRD sprays RED PAINT on the Thing's face. ANOTHER
DEAD THING is dragged in and sprayed with BLACK PAINT.

INT. BACK OFFICE - "THE ARENA" - DAY

Cursing in Spanish, CHIHUAHUA pulls a GLOCK out of a filing
cabinet and jams a magazine up its butt.

INT. CENTER RING - "THE ARENA" - DAY

RILEY and CHARLIE drift into a large room that's packed with
BETTORS hooting and hollering like football fans. They're all
jammed onto tiered wooden viewing stands arranged around an
IRON-MESH STRUCTURE that looks like a lion-tamer's cage.

Gates open. THE PAINTED WALKERS are thrust inside the cage.
Their nooses are released. The gates are locked behind them.

EAD RED, alarmed by the color of DEAD BLACK'S face, reaches
out and gently touches the paint. Its fingers come away with
blackened tips.

lack follows suit, staining its fingers red. Black licks its
hand, spitting when it identifies not blood, but something
distasteful.
BOOKIES drift among the spectators, taking bets with fists
full of cash.

                      CHARLIE
           What are they betting on, Riley?

                      RILEY
           Red or Black. Who's gonna win the
           fight.

                      CHARLIE
           What fight? Stenches don't fight.

                      TOUT (O.S.)
           They do when there's food.

The TOUT sidles over.

                      RILEY
           What's on the menu today? Cat or
           dog?

                      TOUT
           I told you. Today it's something
           new.

CLANG! Another gate opens in the cage. A hush falls as
everyone awaits what will come. Including the Dead Men, who
gaze with anticipation at the opening. What comes is...

..A WOMAN! Alive, badly bruised, her dress in tatters.
Despite tarnish, she still looks sexy. Last night she was a

hooker known as SLACK. Now she's meat in a lion cage.

                      RILEY
           Jesus fucking Christ.

The gate SLAMS shut. The Dead Things walk toward the woman.

Riley rushes off. Charlie follows.

lack backs up, hits the wall of the cage and, terrified,
starts to circle its iron perimeter. The Dead Men flank her.
Black is the first to touch her. The crowd HOWLS.

lack's terror turns to determination. She punches Black
three times in the face. The Thing recoils as she glides out
of its grasp.

RILEY and CHARLIE reach the BRUISERS who took their weapons.

                      RILEY
           Give us our guns.

                      BRUISER
           (Handing over the weapons) You
           leavin'?

Riley cocks his M-16.

                      RILEY
           In a little while.

In the ring, BLACK reaches for SLACK again. With one
lightning-fast move, she kicks it in the chest, sending it
flying into Red's arms. Red shoves Black aside.

Black makes another try for the woman. Red grabs its rival.
This time Black hangs on to Red's shirt. The two twirl around
in a staggering lampoon of a wrestling match.
Slack rushes to the side of the cage and starts to climb.
She's agile. Strong. But she almost falls as the cage SHAKES
with the force of...

...Red SLAMMING Black against the mesh.
On their way back through the arena, RILEY and CHARLEY push
through the crowd, trying to reach the center ring. A GOON
steps in front of them.

                      GOON
           No guns in here!

Riley gives him a rifle butt in the face and moves on.

lack continues to climb the cage, almost out of reach, but
Black grabs one of her ankles, pulling her down and slamming
her to the ground.

Black hunkers, drooling, over Slack. As it is about to bite,
RAT-A-TAT! A short burst from Riley's M-16 shatters Black's

collarbone. Cheekbone. Skull. The Thing drops.

Red lunges for Slack. Riley kills it with another short BURST.

he crowd PANICS, stampeding toward the exit. Suddenly MORE
BULLETS FLY, this time from a GLOCK, FIRED by...

...CHIHUAHUA, who, in a rage, is pushing through the LEGS of
the fleeing crowd. He makes it to a clear spot and draws a
steady bead on a target...Charlie. Chihuahua pulls his
trigger. Riley beats him by an instant, FIRING the M-16.

Just as Chihuahua's gun GOES OFF...a LINE of BULLET HOLES
PERFORATES the little man's belly. The round from his Glock
misses Charlie completely.

Riley runs to the cage, where Slack stands, trembling, just
on the other side of the bars.

                      RILEY
           You okay?

She nods gratefully.

Chihuahua is still on his feet. And now he is really pissed.
Not because of the holes in his gut, but because...

                      CHIHUAHUA
           My suit! You fucked up my new suit!

Riley turns to Chihuahua, but doesn't have time to lift the
M-16 before...BLAM! The little man FIRES at him. Slack
delivers a powerful KICK into the flexible fencing, sending
Riley sprawling to the ground and saving him from...

...Chihuahua's round, which misses Riley...but HITS SLACK!
Spun around by the impact, she falls face down.

Chihuahua continues to FIRE. Riley Marine-crawls as bullets
PUNCH around him, SPARKING off the cage. Chihuahua keeps
coming, keeps FIRING, until...

...A SINGLE SHOT from Charlie's .45 shatters his skull. He
drops like a broken pinata.

Riley looks up, seeing TWO OTHER MEN with guns. Chihuahua's
GOONS. For a moment it seems as if a major shooting match is
going to break out. But before it does...

                      POLICEMAN (O.S.)
           Hold it!

..FOUR POLICEMEN burst in. The Goons lower their weapons.
Riley runs back to the cage, BLASTS the lock on the nearest
gate, and rushes inside. Slack's body is lying on the floor.
He suspects she's dead. When her BODY MOVES, he suspects
worse. He plants the barrel of his M-16 against her temple.

                      SLACK
           I'm alright, I'M ALRIGHT!

Slack uses her left arm to push herself up to a sitting
position. Her right arm is BLEEDING, up near the shoulder.

                      SLACK (CONT'D)
           Fucker got my right arm. I'm a lefty.

They look into each other's eyes.

                      RILEY
           Seen you around.

                      SLACK
           Seen you around.

A POLICEMAN steps over.

                      PILLSBURY
           The hell happened here?

                      RILEY
           Somebody shot the little fat man.

                      PILLSBURY
           Yeah, I see that. You're under
           arrest.

INT. BOARD ROOM - FIDDLER'S GREEN - DAY

A UNIFORMED GUARD leaves CHOLO in a PRISTINE WHITE conference
room with glass walls overlooking the rotting CITY far below.
Cholo sets the case of champagne and the box of Cohibas on a
conference table. A SMAN stands in SILHOUETTE at the windows.

                      SILHOUETTED MAN
           How was Uniontown?

                      CHOLO
           Dead.

                      SILHOUETTED MAN
           Death intrudes on us even in the
           Green, I'm afraid. I heard about
           what happened with my neighbors.

           I'm grateful for your help.

                      CHOLO
           brought you back some presents.

Cholo opens the case of champagne. He pulls a bottle out,
untwists the wire, and uses his strong thumbs to pop the
cork. FOAM runs.

                      CHOLO (CONT'D)
           You probably want a glass, don't
           you? Sure, a high-toned man likes
           to drink out of a glass.

Cholo grabs a highball glass from a cupboard, pours champagne
into it, and brings it, overflowing, to the Silhouetted Man.

                      CHOLO
           I got something else, too.

Cholo tears open the box of Cohibas. He picks up two cigars,
bites off the tips, puts one in his mouth, then, walking back
to the Silhouetted Man, puts the other in his mouth, lighting
them both with a wooden match that he strikes on his jeans.

           F

                      SILHOUETTED MAN
           Thank you.

                      CHOLO
           No, thank you! Twenty grand. That's
           what I got comin' for last night. I
           never bothered to pick it up.

                      SILHOUETTED MAN
           You didn't?

                      CHOLO
           Nope. I left it in the bank. Your
           bank. With all my other dough.
           From all those other nights. I got
           enough now to buy me a place.

                      SILHOUETTED MAN
           You mean here? In the Green?

The Silhouetted Man steps away from the window. Expensively
dressed, in his early 60s, he is PAUL KAUFMAN. He sets down
the highball glass Cholo gave him, gets out a proper
champagne flute, and fills it from the bottle, smiling
politely at Cholo.

                      KAUFMAN
           I'm sorry, Mister DeMora, but
           there's a very long waiting list.

                      CHOLO
           How long?

                      KAUFMAN
           This is an extremely desirable
           location. Space is limited.

                      CHOLO
           You mean restricted.

                      KAUFMAN
           Well, I do have a board of
           directors, a membership committee
           that has to approve...

A wave of incomparable sadness sweeps over Cholo's face.

                      CHOLO
           I guess it takes more than money to
           become a "member".

           (

           Y

                      KAUFMAN
           Take my advice. Withdraw your funds
           from the bank and spend them
           somewhere else.

                      CHOLO
           (Quietly) Don't do this to me. Don't
           do this to me.

                      KAUFMAN
           I'm sorry, but...

                      CHOLO
           No, no, no. Three years! Three
           years I been cleaning up after you,
           taking out your garbage, and you
           tell me I'm not good enough? You're
           the one who's no good. You are no
           fucking good. And you are gonna let
           me in. You know why? Because I know
           what goes on around here. How many
           of your fucking "members" know
           what's in that garbage I take out
           for you?

Cholo lunges at Kaufman, grabs him by the collar.

                      CHOLO (CONT'D)
           OU'LL LET ME IN OR I'LL...

Cholo feels the barrel of a .45 against his waist. Kaufman,
who has drawn the pistol from his jacket, is still smiling.

                      KAUFMAN
           Maybe we should talk about this
           when you're less excited.

Kaufman presses a button under the table. THREE SECURITY
GUARDS rush in, GRAB Cholo, and drag him away. Kaufman stops
one of the guards at the door.

                      KAUFMAN (CONT'D)
           Softly) I won't be needing this
           man any more.

INT. STAIRWELL - FIDDLER'S GREEN - DAY

HE SECURITY GUARDS lead CHOLO down the stairs. Cholo WHIRLS
like a Ninja. He SLUGS one guard, kicks another in the groin,
the third in the face, and escapes through a fire door.

INT./EXT. JAIL - AFTERNOON


RILEY RIPS off part of his shirt-sleeve and starts to bandage
the wound on SLACK'S arm. They are in a jail cell that has
brick walls and a small barred window facing a dark alley.
CHARLIE, stripped of all his guns, stares outside longingly.

                      RILEY
           (To Slack) Why you? In that arena.
           Why did the little fat man throw
           you in with those things?

                      SLACK
           It wasn't the little man. It was the
           big man. The man upstairs. He's got
           his fingers in everything down here.
           If you can drink it, shoot it up,
           fuck it, or gamble on it, it belongs
           to him. He's just seein' that we get
           a few cheap kicks so we don't go
           thinkin' too hard about why he's
           eating steak and the rest of us are
           lucky to get the bones.

                      RILEY
           Same question. Why you?

                      SLACK
           They found out I was working with
           Mulligan and his people. Tired of
           eatin' off Cbones.

                      CHARLIE
           What can you do? Every place is the
           same.

                      RILEY
           Places with people. I'm gonna find
           me a place where there ain't no
           people. North. Canada.

                      SLACK
           Wherever you're going, take me
           with you.

                      CHARLIE
           He won't. Riley likes to be alone.
           He might take me. Cuzz havin' me
           around is pretty much the same as
           bein' alone. (Glancing at Riley)
           can make myself useful. And I
           an shoot.

                      SLACK
           I can shoot. And I can be pretty
           fucking useful. I had training. I
           was gonna join the Army. Up the
           Green. Till somebody figured I'd be
           a better hooker than a soldier.

                      RILEY
           I don't need to hear your story.
           Everybody's got a story, and I'm
           tired of hearin' them all!

                      SLACK
           What's your story, Riley?

They look at each other, clearly attracted.

                      RILEY
           I said everybody has a story. That
           was wrong. I don't have one. Daddy
           was a preacher. Mama kept the
           house. School. Engineering. Nothing
           bad ever happened to me...(turning
           away)...till everything changed.

                      SLACK
           Everything changed for all of us.
           Whether we had a story or not.

A SOUND outside the window. Charlie glances through the bars.

                      CHARLIE
           Hey...

Riley and Slack look out the window. FOUR SECURITY MEN are
chasing MULLIGAN into the alley outside. They drive him like
an animal against a wall, club him, and drag him away.

                      RILEY
           Mulligan.

RILEY instinctively reaches through the window's bars, but
there's nothing he can do. It's a helpless feeling.

                      CHARLIE
           What are they gonna do? Kill him?

                      SLACK
           Not right away. First, they'll try
           to get what they can out of him.
           About people like me.

Riley puts his hand on her back.

           g

           t

INT. BEDROOM - AFTERNOON

In a ratty bedroom, FOXY is wakened out of a snore by CHOLO.

                      CHOLO
           We're taking the truck out. Get
           he guys.

                      FOXY
           Riley?

                      CHOLO
           No, not him. Just the regular
           guys. Know what I mean?

EXT. DEPOT - NIGHT

CRANE DOWN FROM A FADED SIGN, TONY'S AUTOMANIA, high above
what was once a car dealership, but is now a fenced-in DEPOT
full of VEHICLES. A huge WHITE FACE with black cartoon eyes

POPS into view, attached to a TEN-FOOT-TALL BODY emblazoned
TONY BALONEY. It's one of those vinyl ADVERTISING DUMMIES
that does the hula as air pumps through it. Tony's arms wave
wildly, like a giant zombie, comic yet oddly unnerving as...

BLAM! BLAM! Bullets hit it in the face and neck. GUS, a young
soldier, and his partner BARRETT, are shooting outside the
SALES OFFICE of the car-lot-turned-depot. A sign is printed
on the window. "BEST DEALS IN TOWN AND THAT'S NO BALONEY!"

                      BARRETT
           (Handing Gus a five) You win. You
           got him in the brain.

INT. SUBWAY TUNNEL - NIGHT

SCREECH! CHOLO pulls a CARGO CARRIER to a stop along the
platform of the tunnel. FOXY, PRETTY BOY, MOUSE, ANCHOR, and
SCAR, the youngest of the team, leap off the flatbed.

EXT. DEPOT - NIGHT

The steel doors under the "SUBWAY" sign open and CHOLO strides
out with his TEAM. A DEPOT GUARD steps forward as the doors
close and lock automatically behind them.

                      DEPOT GUARD
           What's up, Cholo?

                      CHOLO
           (Flashing an official-looking
           paper) Takin' the truck out.

                      DEPOT GUARD
           You just got back in this morning.

                      CHOLO
           Nobody gets a day off these days.

                      DEPOT GUARD
           (Taking Cholo's paper) Hey, wait a
           minute this is from yesterday.

                      CHOLO
           (Keeping his cool) Oh, I must have
           given you the wrong one. Here...

Cholo reaches down, but not into his pocket. For his gun.
Just before he draws it...SHOTS ring out.

                      CHOLO (CONT'D)
           What's that?

                      DEPOT GUARD
           Relax. Just target practice.

EXT. DEPOT - TONY'S AUTOMANIA SALES OFFICE - NIGHT

                      GUS
           Double or nothing?

                      BARRETT
           Sure.

GUS aims his rifle at the jerking head of TONY BALONEY. As he
is about to fire, there's a SOUND at his back.

                      GUS
           Quit scratching around back there.
           You're tryin' ta fuck up my aim.

                      BARRETT
           I'm just standin' here. I'm not
           doin' nothing.

The SOUND comes again. From the woods that adjoin the lot.
Barrett grabs the handles of a KLIEG LIGHT mounted on a pivot
and swings it so that it ILLUMINATES the tree-line.

here's nothing there. Nothing but BRANCHES being slapped by
erratic gusts of wind.

Barrett pivots the Klieg light back to its original position,
jumping out of his skin when the bright white beam reveals...

A DEAD THING within arm's length.

Barrett FIRES! The dead thing DROPS OUT OF FRAME, REPLACED BY
ANOTHER. BLAM! Barrett SHOOTS again. This creature collapses.
It is also replaced by another, which is also shot, as...

BLAM! The top of Barrett's head is taken off by a rifle shot.
The rifle was fired by BIG DADDY. The barrel is still smoking.
In the darkness behind him stands NUMBER NINE. Behind Number
Nine are the SHUFFLING SHADOWS of many more dead things.

GUS SCREAMS.

EXT. DEPOT - NIGHT

                      CHOLO
           What's that? Screaming practice?

                      GUNNER (O.S.)
           Stenches! Jesus! They're all over
           the place!

THE DEPOT GUARD turns and runs toward his men. CHOLO'S TEAM
unstraps weapons and gets ready for battle.

                      CHOLO
           (Stopping them) Ain't our fight.
           Stenches are making it easy for us.

           Let's grab the truck.

HOLO and his team sprint across the lot to DEAD RECKONING.

A GUNNER at a machine-gun battery opens fire on the WALKERS.
Many of the rounds SPARK off the wire fencing.

INT. DEAD RECKONING NIGHT

CHOLO and his TEAM scramble into the vehicle.

                      FOXY
           Should we send up some `sky flowers'?

                      CHOLO
           No. Those things want to get in
           here...let `em in.

EXT. DEPOT - NIGHT

THE WALKING DEAD march through MACHINE GUN FIRE behind their
"leader". BIG DADDY. He is the first to reach the fence
surrounding the lot. Pushing against the wire, he is soon
joined by NUMBER NINE. Then OTHERS. The FENCE COLLAPSES. The
Dead Things SWARM into the depot.

VROOOM! DEAD RECKONING pulls out. Rumbling over the section
of fencing the zombies pushed down, it drives into the night.

SOLDIERS abandon their stations and scatter, shooting wildly.
NUMBER NINE knocks one of them cold with its baseball bat.
The soldier falls, losing his M-16. BIG DADDY grabs the bat
and throws it aside. Picking up the soldier's M-16, he
presses the weapon into Number Nine's hands, even arranging
Number Nine's fingers on the trigger.
RATATATAT. With the gun aimed at the ground, Number Nine
fires a BURST that sends her into a spastic dance. The
soldier sits back up. Draws a pistol. Big Daddy grabs the
barrel of the still-firing M-16 and guides it along the
pavement to...

...the soldier's legs. Bullets march up his groin, belly,
chest, and, finally, head. He drops.
ANOTHER SOLDIER attacks. This time, Number Nine aims her

weapon purposefully and scores a direct hit.

OTHER DEAD THINGS SMACK at the steel doors that lead down to

the subway. They can't get through. Losing interest, they
drift slowly away, until their attention is refocused by...

...a GRUNT from Big Daddy, who is gazing toward the GLOW of
the FIDDLER'S GREEN HIGH-RISE across the river, closer now
than before. The city. That's where he wants to be. That's

where he's determined to go.

INT. KAUFMAN PENTHOUSE - FIDDLER'S GREEN - NIGHT

KAUFMAN RIPS a TURKEY LEG off a cooked bird on a platter in
front of him and eats. Across the table sits one of his board
members, HARRISON SUTHERLAND. KNIPP enters.

                      KNIPP
           Phone call, sir.

                      KAUFMAN
           Thank you, Knipp. I'll take it.

Knipp brings a radio-phone to the table. Kaufman picks up the
receiver and lifts it to his ear.

                      KAUFMAN
           Yes?

                      CHOLO (O.S.)
           Kaufman?

Kaufman tenses, just enough for Sutherland to notice.

                      KAUFMAN
           Ah. The one that got away.

                      CHOLO (O.S.)
           You said we should talk when I was
           less excited. I'm a lot less
           excited now.

                      KAUFMAN
           What do you want, Mister DeMora?

INT. DEAD RECKONING - NIGHT

                      CHOLO
           I can't have a place in the Green,
           fine. I'll go find another place.
           But you know what I'm gonna need?
           Money. I want my money out of your
           bank. And I want the rest of the
           money out of your bank. And if you
           don't give it to me, I'm gonna blow
           you out of your fuckin' ivory
           tower. I've got Dead Reckoning.

INT. KAUFMAN PENTHOUSE - FIDDLER'S GREEN - NIGHT

                      KAUFMAN
           That's unfortunate.

                      CHOLO (O.S.)
           Put the money on a boat and send it
           across the river to the South Side.
           Tenth Street Pier. One man to drive
           the boat, no more. You've got till
           midnight. Four hours. I won't be
           there. Dead Reckoning won't be
           there. But I'll know if it happens.
           I'll know if it doesn't happen.

CLICK! CHOLO hangs up.

                      SUTHERLAND
           Trouble?

                      KAUFMAN
           In a world where the dead are
           returning to life, the word
           `trouble' loses much of its
           meaning. (Beat) He wants money.

                      SUTHERLAND
           Pay him.

                      KAUFMAN
           We don't negotiate with terrorists.
           There are other options.

INT. JAIL - NIGHT

CLANG! A FIDDLER'S GREEN SECURITY GUARD opens a cell door.

                      SECURITY GUARD
           Which one of you is Denbo?

RILEY, CHARLIE, and SLACK exchange glances. What now?

INT. FIDDLER'S GREEN BOARDROOM - NIGHT

KAUFMAN sips a Scotch. SUTHERLAND is present, with a middle-
aged board member named CHANDLER STYLES and CLIFF WOODS, who
is young and ambitious. All of them are nervous, pacing. A
door opens and RILEY is ushered into the room.

                      KAUFMAN
           Mister Denbo. Come in. Can I offer
           you a drink?

                      RILEY
           I don't drink.

                      KAUFMAN
           Well, then...please sit down.

                      RILEY
           Nobody else is sitting. I think
           I'll just stand here, like the
           rest of you. While you tell me
           why I'm standing here.

                      KAUFMAN
           We need you to repossess a vehicle
           that belongs to us. The vehicle you
           designed, Mister Denbo. Dead
           Reckoning has been stolen. By your
           second in command. I want him
           captured. Or killed. And I want my
           two-million-dollar piece of
           equipment returned.

                      RILEY
           The truck.

                      KAUFMAN
           Which has guns. Big guns. That
           could do a great deal of damage if
           he were to aim them at this city.

                      RILEY
           Why don't you just send out your
           troops?

                      KAUFMAN
           I don't want to lose them. I could
           send five hundred men against that
           thing and they'd all come back in
           body bags. It's your vehicle. Cholo
           was your man. You might be able to
           get close enough to...do what has
           to be done. (Refilling his scotch)
           Do this for me and I'll grant you
           something in return. Residence in
           the Green.

                      RILEY
           Not me. That's what Cholo wanted,
           and you didn't give it to him, did
           you? That's why he's out there
           waving a cannon at your ass.

Kaufman won't admit that Riley's right, but he looks at him
with a glimmer of respect.

                      RILEY (CONT'D)
           Give me one of those vehicles, over

           in the depot, weapons, and enough
           ammunition to go north.

                      KAUFMAN
           But...there's nothing up north.

                      RILEY
           That's the idea.

                      KAUFMAN
           Alright. You've named your price.
           An easy one to pay.

                      RILEY
           One more thing. My friends. They
           go with me.

                      KAUFMAN
           Take them.

e looks at Riley, a hint of desperation behind his eyes.

                      KAUFMAN (CONT'D)
           an you find Dead Reckoning?
           Quickly?

                      RILEY
           How quickly?

                      KAUFMAN
           By midnight.

                      RILEY
           I have a way.

EXT. INDUSTRIAL STREET - NIGHT

DEAD RECKONING RUMBLES along a dark street, plowing into a
DERELICT CAR, knocking it aside and rolling it down a small
embankment, pinning THREE DEAD THINGS beneath.

INT. DEAD RECKONING - NIGHT

CHOLO'S TEAM laughs raucously at the fate of the zombies.

                      CHOLO
           (Tense) Knock it off!

EXT. INDUSTRIAL STREET - NIGHT

BIG DADDY steps out of the darkness, watching the lights of
DEAD RECKONING recede. He hears desperate SQUEALING coming

from under the toppled car.

He lumbers down the embankment. Pushes on one of the upturned

tires. He can't turn the car by himself. He looks back to the
road. Grunts.
NUMBER NINE and OTHERS OF BIG DADDY'S GATHERING FORCE hurry
to the car. They push. The car rolls over, freeing THE THREE
DEAD THINGS. One of them used to be a BUTCHER. Still wearing

a blood-stained apron, carrying a meat cleaver, he looks at
Big Daddy with something resembling gratitude.

INT. FIDDLER'S GREEN WEAPONS STORAGE - NIGHT

SOLDIERS pass out monster weapons to RILEY, CHARLIE, and
SLACK. Riley straps on a K-90. Charlie turns one down.

                      CHARLIE
           I like the iron I already got.

                      SOLDIER
           This piece fires fourteen rounds
           a second.

Charlie unstraps his own REMINGTON. A la Sergeant York, he
licks his thumb. Wets the sight. And BLASTS a COCKROACH
climbing on a wall twenty feet away.

                      CHARLIE
           I don't norm'ly need fourteen rounds.

           M

                      SLACK
           I'll take that gun.

                      SOLDIER
           Can you handle it?

                      SLACK
           Better'n you. The safety's off.

he Soldier checks the gun. The safety is off. He clicks
it on and embarrassedly hands the weapon to Slack.

                      RILEY
           (To Slack and Charlie) You guys
           don't have to come out with me if
           you don't want to.

Slack ties her hair back with a bandana. Checks her gun clip.

                      SLACK
           I'd feel like a dick if I didn't.

                      CHARLIE
           Me too. Just look at me you can
           tell I'd feel like a dick.

                      SLACK
           Some shit, ain't it? Goin' out to
           save a place we don't give a fuck

           about.

                      RILEY
           It's not the place. It's the people
           in it.

                      KAUFMAN (O.S.)
           Mister Denbo.

Riley turns. KAUFMAN and SUTHERLAND enter with several OTHERS.

                      KAUFMAN (CONT'D)
           Your friends are going out with
           you. I want some of my friends to
           go along, as well. (Turning)
           Manolete.

AN HISPANIC MAN steps forward.

                      MANOLETE
           That's how I am called...Manolete.
           After the bullfighter.

                      KAUFMAN
           Teahouse.

TEAHOUSE steps forward. A mean-looking Asian right out of
Mortal Kombat. He joins his hands, as if in prayer, and bows.

                      KAUFMAN (CONT'D)
           Pillsbury.

PILLSBURY is a woman, a Sumo-sized Samoan, six hundred pounds
and seven feet tall, swaggering, decked out in a clatter of
fighting gear.

                      SLACK (CONT'D)
           (Impressed) Damn.

Pillsbury speaks with a voice as deep as the Mindanao trench.

                      PILLSBURY
           I come here to do sumthin'. Not
           stann aroun'. Why we stann aroun'?
           Less go do sumthin'.

EXT. 10TH STREET PIER - NIGHT

A LONG DOCK juts into the RIVER. DEAD RECKONING stops beside

it. MOUSE jumps out. CHOLO stands in an open hatch.

                      MOUSE
           (Looking around nervously) Don't
           leave me alone here long.

                      CHOLO
           At midnight. Give me a call. Let
           me know if we're rich or not.

Mouse nods, running off to hide in a BOAT SHED.

EXT. DEPOT - NIGHT

The steel doors to the subway tunnel open. RILEY and his TEAM
step out. The depot has been DEVASTATED. FIRES BURNING.
FENCES DOWN. Only TONY BALONEY moves, still waving spookily.

                      CHARLIE
           Geez. Cholo made a mess.

                      RILEY
           Cholo didn't do all this.

Clouds of thick black SMOKE from the fires BILLOW across the
depot, restricting visibility. Ever-shifting OPENINGS in the
clouds reveal glimpses of torn BODY PARTS.

                      RILEY (CONT'D)
           Stenches have been at this place.

He leads the way into the depot, his M-16 at the ready.
Behind him, all eyes peer nervously into the smoke. Everyone
speaks in HUSHED tones.

                      MANOLETE
           When the truck pulled out, it must
           have knocked the fence down. That's
           how they got in.

                      RILEY
           That fencing was pushed in from
           outside.

                      TEAHOUSE
           You know how many stenches it
           would take to do that?

                      RILEY
           There's a thousand of them out
           there for every one of us.

                      CHARLIE
           Good thing we're smarter.

                      SLACK
           Look who's talkin'.

                      RILEY
           They're getting smart. I saw it in

           Uniontown, last time out. They're
           learning how to work together.

Thoughts darken. So does the SMOKE, which billows thicker,
virtually blinding the team. SOUNDS come. The MOANING of the
WIND. The POPPING of burnt metal and wood.

                      TEAHOUSE
           What do they want?

Slack looks back as she walks. The zombies have taken down
another section of the depot fence, beyond which lies a
suburb. Beyond which is the river. Beyond which is the glow
of the FIDDLER'S GREEN HIGH-RISE.

                      SLACK
           They want the city.

                      RILEY
           The city is us. They're after us. We
           pissed `em off one too many times.

           O

                      MANOLETE
           They'll never get across the river.

                      CHARLIE
           Thank Heaven.

                      RILEY
           Gotta love the guy. He still believes
           in Heaven. Anyone got a radio?

Teahouse pulls a Motorola from his belt. Just as he tosses
it to Riley, they hear...GROWLING!

the team draws their weapons, standing in a loose circle,
their backs to each other, guns searching for a target.
Darting eyes peer into the void. MORE NOISES emanate from
somewhere. Everywhere. Slowly...

...Charlie unstraps his Remington. Licks his thumb. Wets the
sight of the rifle.

                      SLACK
           (A whisper) Why do you do that?

                      CHARLIE
           (Whispering back) Catches the
           light. Right now it's moonlight.
           Lets me see where I'm aimin'.

BLAM! Charlie FIRES! A single shot into the black smoke.

                      SLACK
           The hell you shooting at?

                      CHARLIE
           That thing.

DEAD MAN steps out of the smoke! Before anyone can react, it
grabs Slack's shoulder from behind! She whirls around. Pulls
away. Is about to shoot when she sees AN ENTRY WOUND on the
left side of the Thing's forehead.

                      CHARLIE (CONT'D)
           ff-center. But I got him.

The Thing relaxes its grip and drops at Slack's feet.

                      ANOLETE
           (Hysterical) There's more of `em out
           there. I can hear `em. THERE'S MORE!

There are SHUFFLING SOUNDS in the smoke. Manolete backs away.
Pillsbury grabs him. Slaps him, hard, across the face.

                      PILLSBURY
           If they is more, we gonna need
           mo guns. Pull `em out n'stann up
           wid us, like de man you ain't.

Riley lifts Teahouse's Motorola and pushes "Send".

                      RILEY
           Riley Denbo. Calling the Green.

INT. FIDDLER'S GREEN BOARDROOM - NIGHT

LOSE ON: SUTHERLAND'S alarmed face.

                      SUTHERLAND
           What?

A TROOPER, equally alarmed, is reporting.

                      TROOPER
           Wiped out! That's what he said!
           Denbo! He said the depot was
           wiped out by stenches!

                      KAUFMAN
           Thank you. Keep us informed.

EXT. DEPOT - NIGHT

RILEY and his TEAM move through DRIFTING SMOKE. VEHICLES are
scattered about. They stop at the T-BIRD. There are no keys
in the ignition.

                      CHARLIE
           Gotta go get the keys, Riley.

Riley looks across the lot to the CHARRED RUIN of a shack.
Tire fires BURN around it. Debris smolders.

                      RILEY
           Ain't no keys to get. Melted.

                      ANOLETE
           Screw keys. Hot wire the fucker.

MANOLETE climbs in and goes to work under the dash.

                      PILLSBURY
           He feelin' better since I hit `im.

Suddenly, CHARLIE draws his .45 and FIRES AT SLACK! BLAM! The
bullet buzzes just above her ear, blowing a WISP OF HAIR as...

...A DEAD OLD MAN BEHIND HER DROPS, a HOLE in its head.

                      SLACK
           Thanks, Charlie. That was useful.

The WIND shifts and black SMOKE envelopes them.

                      MANOLETE
           I can't see!

Riley pulls out a flashlight and shines it under the dash.

The team fans out around the T-Bird. The smoke is so thick
they can't make out anything. Including each other.

Charlie peers into openings that shift on the breeze. What
he doesn't see, what he can't see, is what's behind him...

..a FEMALE WALKER, wearing the soiled and tattered remnants
of a bridal gown. The fabric seems to glow in the smoke.
The bride shuffles toward CHARLIE. We see it coming. No one
else does. Just as it opens its mouth to bite...

BLAM! Slack SHOOTS! Her bullet cuts closer than the one
Charlie fired, CLIPPING OFF THE TOP OF HIS EAR before

DROPPING THE BRIDE.

                      SLACK
           Even-Steven.

                      CHARLIE
           Not! That hurt! I didn't hurt you!

Manolete fumbles with colored wires under the dash.

                      RILEY
           Hurry up.

                      PILLSBURY
           (Impatient) Yellow to red!

                      TEAHOUSE
           What the fuck does a Samoan know
           about hot-wiring cars?

                      PILLSBURY
           Five thousand cars. Stole. Every
           year in Samoa.

                      MANOLETE
           Fifty thousand in Mexico.

                      PILLSBURY
           Mexico got a million cars. Samoa got
           five thousand. Every one. Stolen.

THE T-BIRD'S ENGINE REVS.

                      MANOLETE
           I GOT IT! LET'S GET OUT OF HERE!

Riley leads the team into the T-Bird. Manolete starts to get
out from under the dash. As TEAHOUSE settles into a seat by
the door...

...SOMETHING heavy and wet SMACKS his shoulder. It's a
FOREARM! It drops onto Teahouse as if thrown at him.

                      TEAHOUSE
           God! Oh, GOD, WHAT'S THIS?!

Teahouse HURLS the bloody thing onto the asphalt. Shockingly,
the ARM SPRINGS BACK, THUMPING against Teahouse's face! A
twist of torn muscle, no thicker than clothesline, is keeping
the limb loosely attached to...

...A DEAD THING that has crawled beside the T-Bird. Lifting
itself, it BITES a large filet out of Teahouse's arm. CHARLIE
SHOOTS it.

Manolete climbs up behind the wheel and...VROOOOOM!...pedal
to the metal he pulls out of the depot. Slack glances at
Teahouse, then, wind in her hair, leans in close to Riley.

                      SLACK
           (Softly) How long does he have?

                      RILEY
           I had a brother. Real brother, by
           birth. Bit. Hung on for six days.
           Before he turned. I was the one had
           to shoot him.

                      SLACK
           And you said nothin' bad ever
           happened to you.

                      RILEY
           That happened to my brother.

                      SLACK
           (Into his eyes) But you kept going.

                      RILEY
           Got to, right?

                      SLACK
           Yup. Dead is dead. And that ain't
           you. And that ain't me.

Slack turns to Teahouse.

                      SLACK (CONT'D)
           Sorry, man. I truly am.

She draws her .45, aims at Teahouse, and FIRES.

INT. FIDDLER'S GREEN BOARDROOM - NIGHT

KAUFMAN paces with a cigar, passing SUTHERLAND, STYLES,
and CLIFF.

                      KAUFMAN
           I recognize that some of you are
           concerned. We've been threatened by
           a disgruntled employee. I've sent
           people out to take care of the
           problem. However, should something
           go wrong, I want to assure you that
           measures have been taken. I've
           established outposts. With food and
           supplies to support us on our way.

                      CLIFF
           On our way? To where?

                      KAUFMAN
           Alternate sites have been chosen.
           Air transport has been arranged.
           For us and our families. As well as
           necessary support personnel.

                      CLIFF
           What about all the others?

Kaufman looks at Cliff, as if expecting him to understand.

                      KAUFMAN
           All the others can be replaced.
           by others.

                      CLIFF
           But...

                      KAUFMAN
           Cliff, let me talk to you for a
           moment.

Kaufman leads Cliff into...

...an alcove on the far side of the room, shutting two pocket
doors made of sandblasted glass. Sutherland and the others
can't hear, but can see, Kaufman and Cliff in SILHOUETTE.
ON THE OTHER SIDE OF THE DOORS: Kaufman leans close to Cliff,
smiling, his eyes blinking a bit too rapidly.

                      KAUFMAN (CONT'D)
           You interrupted me. I was just
           talking about how people can be
           replaced. You don't want to be
           replaced, do you?

                      CLIFF
           (Nervous) No.

                      KAUFMAN
           No, and I don't want to replace
           you. You have promise. A day may
           come when you earn yourself some
           responsibilities. Right now, the
           responsibilities are mine. All
           the responsibilities. It was my
           ingenuity that took an old world
           and made it into something new. I
           put up fences to make it safe. I
           hired soldiers and paid for their
           training. I keep the people on the
           streets away from us by giving them
           their games and vices. It costs me
           money! But I spend it because the
           responsibility is mine! Now do you
           understand "responsibility"?

                      CLIFF
           Yes, but...

                      KAUFMAN
           No buts.

                      CLIFF
           But...

Kaufman looks disappointed. Taking Cliff by the arm, smiling
again, he leads him over to an outer door and opens it. An
armed SECURITY GUARD stands in the corridor outside.

                      KAUFMAN
           Take him out with the rest of the
           garbage. I won't be needing this
           man anymore.

At the conference table, Sutherland sees the light coming in
from the outer corridor, better defining the silhouettes as
the Security Guard drags Cliff away.

                      SUTHERLAND
           (To Styles) Pretty soon it's going
           to be one of us.

EXT. CARNEGIE - NIGHT

In an overgrown suburban street, a LAWN TRACTOR, driven by a
GARDENER in work clothes, drives back and forth, back and
forth, over a swath of dead grass. The gardener is DEAD too.

INT. DEAD RECKONING - NIGHT

CHOLO watches the GARDENER through the windshield.

                      CHOLO
           If I don't have this truck, I'm no
           different to Kaufman than that poor
           Mexican bastard out there.

CLOSE ON: CHOLO'S WATCH. 11:20.

                      FOXY
           He's never gonna pay.

                      CHOLO
           He knows it's his ass if he doesn't.

Cholo slides open a small window, grabs his crossbow, and
SHOOTS the Gardener in the head.

EXT. ALLEY - NIGHT

ANGLE ON: A SOLID WALL OF WOOD. BIG DADDY, NUMBER NINE, and
OTHERS OF THE DEAD push against it. The wood holds.

Big Daddy turns, surveying his troops. Focusing on the
BUTCHER. On the meat cleaver it has in its hand.
Big Daddy pounds on the wood, demonstrating. Points at the
meat cleaver. Pounds again. The Butcher gets it. Approaches
the wall.
HACK! The meat cleaver chops into wood, splintering it.
REVERSE ANGLE: from the other side of the wall as the wood
splinters to reveal BIG DADDY'S EYES staring through at...

...the FIDDLER'S GREEN HIGH-RISE, looming closer than it was
before, though it's still across the river.

EXT. MCKEE'S ROCKS - NIGHT

CLOSE ON: a small, electronic unit, the size and appearance
of a "Game Boy". AN LED SCREEN shows a BLINKING RED DOT
moving along a MAP.

                      RILEY (O.S.)
           Turn left up here.

SLACK, driving the T-BIRD now, makes the turn. The car blows
through a deserted town, moving fast. Riley notices that
Slack is effected by the desolation she sees.

                      RILEY
           How long since you been out here?

                      SLACK
           Never been out. Lived in the city
           since...it was a regular city.

                      RILEY
           Pull over.

                      SLACK
           (Surprised) Huh?

                      RILEY
           You said you were going to make
           yourself useful. Right now what I
           could use is for you to pull over.

She does. The T-Bird stops along a road bordered by a MARSH
thick with tall CAT TAILS. Unexpectedly, Riley stands and
points his automatic at PILLSBURY and MANOLETE.

                      RILEY
           I made a deal with your boss. Find
           Cholo. I'm gonna do it. Keep him from
           blowing up the Green. I'm gonna do
           it, I don't want people to get hurt.
           Bring back Dead Reckoning... Sorry.
           That's where I stop. I didn't ask him
           for much, just guns, ammo, and a car.
           I've got the guns. I've got the ammo.
           And if I find Dead Reckoning I'm
           gonna have the best fucking car
           that's ever been built, and I'm
           taking it to Canada. If any of you
           don't like that idea...

Riley reaches down and opens the passenger door. Manolete
looks out and sees the CAT TAILS MOVING. THREE WALKERS are
slogging through the marsh.

                      MANOLETE
           Some choice.

                      PILLSBURY
           Good choice. I like see Canada.

Pillsbury reaches out and slams the car door closed again.

                      RILEY
           Charlie, keep these two covered.

Charlie pulls his .45.
Riley turns around his seat, glancing down again at the "Game
Boy" in his palm. The RED DOT has moved on to ANOTHER MAP.

                      RILEY (CONT'D)
           Take a right onto Route Six.

Slack pulls out.

                      SLACK
           This is what you were thinking
           about all along. You got me out
           here figuring I'm a boy scout, and
           now you're telling me we're just

           stealing a fucking car?

                      RILEY
           You have a problem with that?

                      SLACK
           No. I like the way you think.

                      CHARLIE
           I like the way he thinks, too.
           Just look at me you can tell I
           like the way he thinks.

                      RILEY
           Take another right.

                      SLACK
           How do you know which way you're
           going?

Riley holds up the "Game Boy". It BEEPS SOFTLY as the RED DOT
shifts onto another MAP.

                      RILEY
           I built a homing device into Dead
           Reckoning. If Cholo's anywhere within
           fifty miles, we can track him.

EXT. ROAD - NIGHT

DEAD RECKONING stops on a long road, at the end of which
stands...

...a MILITARY COMPLEX. THE BEAM of a SEARCHLIGHT sweeps back
and forth over the buildings, a sign of life.

INT. DEAD RECKONING - NIGHT

CHOLO checks his watch. 11:29. He speaks into a TRANSMITTER.

                      CHOLO
           Mouse. Anything?

INT. SHED - 10TH STREET PIER - NIGHT

MOUSE stands in the shed, holding a transmitter of his own.

                      MOUSE
           Not yet. No boat. No money. No
           nothing.

INT. DEAD RECKONING - NIGHT

                      PRETTY BOY
           I'm telling you, he's never gonna
           pay.

                      CHOLO
           That's why we're here.

CHOLO looks out the window to the searchlight sweeping over
the military complex in the distance.

INT./EXT. IMPALA - COUNTRY ROAD - NIGHT

SLACK drives as RILEY monitors his "Game Boy".

                      RILEY
           Shit. He's going to Ross Park.

                      SLACK
           What's there?

                      RILEY
           Powder magazine. Where they keep
           the big boomers. Rockets. For Dead
           Reckoning's cannons.

INT. SHED - 10TH STREET PIER - NIGHT

MOUSE looks at a GRIMY WINDOW as the SHADOW of a WALKER stops
just beyond the glass. Mouse FIRES a BURST shattering the
window and dropping the Walker.
Silence. Mouse takes a tentative step toward the window. A
SCRATCHING SOUND. SOMETHING climbs up onto the sill from
outside. Mouse raises his gun, but hesitates when he sees...

...it's a child. A GIRL SCOUT. It died at age nine, still
wearing its uniform. Now, it's voracious. It grabs Mouse's
gun-hand. The weapon FIRES harmlessly into the floor. Mouse
is about to be chomped when...

...a STALAGMITE OF GLASS in the top of the shattered window
drops, PIERCING the Girl Scout's head.
Mouse runs SCREAMING to the door, where he is grabbed by
another DEAD THING. And another. As he is TORN APART, he sees

that there are DOZENS MORE.

EXT. RIVER - NIGHT

CRANE UP TO REVEAL:

...AN ARMY OF THE DEAD LINING THE RIVERBANK FOR AS FAR AS THE
EYE CAN SEE.

CLOSE ON: BIG DADDY. Only the river now flows between he and
his goal: FIDDLER'S GREEN HIGH-RISE, so near and yet so far.

INT. KAUFMAN PENTHOUSE - NIGHT

WHAM! The door SLAMS behind KAUFMAN as he enters the foyer.
KNIPP emerges from the rear.

                      KNIPP
           Any word from Mister Denbo, sir?

                      KAUFMAN
           No. Pack us up. We might have
           to be leaving.

                      KNIPP
           In the helicopters?

                      KAUFMAN
           We'll only need one of them.

INT./EXT. DEAD RECKONING - NIGHT

PRETTY BOY eases the vehicle up the road to the complex of
buildings: ROSS PARK, a sprawling munitions depot.
The searchlight continues to sweep across the night, but NO
ONE is manning it. It's mounted to an automatic rotator on
the roof of the main building.

                      FOXY
           Looks like no one's here.

The gates stand wide open. There's no sign of life.

CHOLO punches a button. The SIDE HATCH HISSES OPEN.

                      CHOLO
           Foxy. You're elected. Get out there
           and see what the fuck.

Foxy moves out through the open hatch.

                      CHOLO (CONT'D)
           Somebody go out and help.

SCAR grabs his weapons.

                      SCAR
           I'll go.

EXT. RIVER - NIGHT

ONE OF THE DEAD TOPPLES face first into the water, dropping
out of sight. ANOTHER FALLS. BIG DADDY looks at the spot
where his brothers fell in. He looks for a long time, cocking
his head like a puppy trying to understand a high wind.
The first Dead Thing slowly rises out of the water. Then the
Second. They stand, waist deep, in the shallows.
Big Daddy gazes down at the water, a concept dawning. Then,
with grim purpose, he steps deliberately off the low wall.
Hitting the river, he manages to stay on his feet. Standing,
waist deep, with the others, he scoops up water with his one
good hand. Sniffs it. Tastes it.
He looks up. Sees the CITY LIGHTS REFLECTED ON THE RIVER. He
tries to express his thoughts. All that comes from his mouth
is a series of inarticulate moans. He's incapable of
transmitting his idea. So he does what he's been doing since
Uniontown. He leads. He walks toward the city. Out of the
shallows. Into deep water. Over his head.

INT. UNDERWATER - NIGHT

There are AUTOMOBILE TIRES, GARBAGE CANS, a rusted ANCHOR, a
sunken MOTOR BOAT, HUNDREDS of BEER BOTTLES...AND THOUSANDS
OF DEAD THINGS...WALKING...ON THE RIVER BOTTOM...following
BIG DADDY through the debris.

INT. TENEMENT - NIGHT

A knock on a door is answered by A MAN who looks a bit too
greasy to be important. SUTHERLAND is outside.

                      SUTHERLAND
           How much is Kaufman paying you and
           your men?

                      GREASY MAN
           Four hundred a day. Each.

                      STYLES
           I'll pay you five thousand a day.
           Each.

EXT. T-BIRD - NIGHT

The car speeds down the road with SLACK at the wheel.

INT. T-BIRD - NIGHT

RILEY looks at his watch. 11:40.

EXT. ROSS PARK AMMUNITION DEPOT - NIGHT

The unmanned SEARCHLIGHT scans the yard, casting intermittent
shadows.

                      SCAR
           This place is important. The men
           here wouldn't just walk out.

                      FOXY
           Maybe they had no choice.

FOXY and SCAR move toward a large STORAGE BUILDING where a
door swings in the night breeze, SLAPPING alarmingly against
the wall. Beyond the opening is a BLACK MAW, like a velvet
curtain, past which nothing can be seen.

                      FOXY (CONT'D)
           There could be stenches in there.
           (Readying his M-16) Got a flashlight?

Scar nervously pulls out a flashlight. As he CLICKS on the
BEAM, he loses his grip. The flashlight drops to the ground.
Scar reaches for it. His fingers tip it and it spins. The
beam WASHES across his shoes. Then Foxy's shoes. Then finds...

...ONE OTHER SHOE. Someone else's. Gasping, Scar grabs the
flashlight, shining the beam up onto what should be a leg,
but there's nothing left above its bloody shin.
PLIP! PLOP! PLIP! Beads of BLOOD hit the floor, dropping
from the DARK FIGURE of a SOLDIER who is approaching. Scar
aims the flashlight at the figure's face, recognizing...

                      SCAR
           Brubaker! You okay? Where's the
           other guys? What happened here?

Brubaker keeps coming. He has BULLET HOLES in his chest, but
they're not what's dripping blood. It's another half-eaten
FOOT that he's carrying. BRUBAKER IS DEAD. Foxy shoots him.
Foxy and Scar move into a hangar-like space. Pitch black.
Except for the mote-filled BEAM from Scar's flashlight, which

illuminates a supply of enormous cannon shells, lined up on
storage shelves. THE "JOHNSONS".
SIX DEAD SOLDIERS are hunkered in the shadows, EATING the
REMAINS of OTHER DEAD SOLDIERS.

Foxy grimly raises his weapon. As he squeezes the trigger,
the sound of the gunfire OVERLAPS into...

INT. DEAD RECKONING - NIGHT

ANCHOR and SCAR wrestle TWO "JOHNSONS" into place.

                      CHOLO
           That's good. That's all we need.

                      FOXY
           (Sober) To blow up the Green.

INT./EXT. T-BIRD - HILLSIDE ROAD - NIGHT

THE T-BIRD rumbles along a road lined with large HOMES, once
prized for their panoramic views. RILEY'S "Game Boy" BEEPS.
The display shows the RED DOT moving along a MAP.

                      RILEY
           Cholo's moving out. Looks like he's
           heading right for us.

Riley looks outside. Beyond the homes he can see THE CITY.

                      RILEY (CONT'D)
           Shit. Off this hillside...they can
           shell the Green. Pull in! There!

SLACK pulls into a driveway, stopping the T-Bird in the
shadow of one of the houses.

                      RILEY (CONT'D)
           They'll be coming up this road.

INT. BANK - FIDDLER'S GREEN - NIGHT

In a walk-in STEEL-WALLED SAFE, KAUFMAN pulls out banded
STACKS OF MONEY and stuffs them into TWO PRADA DUFFELS.

EXT. BOAT RAMP - NIGHT

ONE HEAD RISES out of the river. It's BIG DADDY, rivulets of
water running down the creases of his face. Another head
rises. And another. NUMBER NINE and the BUTCHER ZOMBIE.
More and more heads break the surface. The water FILLS with
BODIES emerging from the deep. HUNDREDS OF THEM. The CITY
LIGHTS REFLECT off their wet clothes as the ARMY OF THE DEAD
clambers up a boat ramp on the city side of the river.

EXT. HILLSIDE HOME DRIVEWAY - NIGHT

RILEY and HIS TEAM wait in the shadows of the driveway they
pulled into. They HEAR the distant GROWL of DEAD RECKONING.

Looking over a hedge-row, Riley can see HIGH BEAMS advancing.

                      RILEY
           (To the Others) Y'all stay here.

                      SLACK
           You're goin' out there alone? You
           need our guns.

                      RILEY
           Dead Reckoning's got steel skin an
           inch thick. You can't shoot your
           way in. I'm hopin' I can talk my
           way in.

                      MANOLETE
           He's gonna steal the truck and
           leave us here.

                      CHARLIE
           Riley'd never do that. Just look at
           him, you can tell he'd never do that.

                      RILEY
           Keep an eye on the hatches. If I
           get in, I'll try to leave one open.

Riley takes off. Charlie looks torn. He wants to go with
Riley, but he has to keep PILLSBURY and Manolete covered.

                      PILLSBURY
           I like dat man. You go help `im.
           I take care of dis sissy.

Pillsbury, moving fast for a big woman, POUNDS Manolete's
temple with a mighty fist. He drops like a lead weight.

EXT. ROOFTOP - FIDDLER'S GREEN - NIGHT

The door to the roof opens and the GREASY MAN from "downtown"
steps out of a fire stair with ANOTHER GREASY MAN. SUTHERLAND
remains inside the door.

                      GREASY MAN
           I don't know about this. I mean...

           leavin' people behind...

                      SUTHERLAND
           Kaufman was gonna leave people
           behind. So we're leaving him.

The Greasy Men go trotting across the rooftop. As they climb
into TWO HELICOPTERS, we realize that they are PILOTS.

EXT. HILLSIDE STREET - NIGHT

RILEY walks down the road. The GROWLING of the diesels is
getting louder, the GLOW from the high-beams brighter. Riley
is startled by a NOISE behind him. He whirls around and sees
CHARLIE approaching.

                      CHARLIE
           Everything's cool back there.

Riley is about to object, when DEAD RECKONING comes rumbling
around a corner a hundred yards down the street. Riley checks
his watch again. 11:52.

                      CHARLIE (CONT'D)
           Too late to send me back.

                      RILEY
           Put on your Sunday smile. Try to
           look friendly.

                      CHARLIE
           I am friendly. Just look at me you
           can tell I'm friendly.

INT. DEAD RECKONING - NIGHT

In the cab, PRETTY BOY eases off the gas. CHOLO looks out the
windshield as the headlights strike...

                      CHOLO
           Denbo. And his idiot. (Beat) Stop.
           Gimme the mike.

The vehicle crunches to a stop forty yards away. Pretty
Boy hands Cholo a microphone. Cholo speaks into it.

                      CHOLO (CONT'D)
           How'd you get up here, Riley?

INTERCUT: BETWEEN THE STREET AND DEAD RECKONING'S CAB.

                      RILEY
           Grabbed the T-Bird.

                      CHOLO
           What are you doin' up here?

                      RILEY
           Tracking you. With this.

Riley holds up his "Game Boy". Cholo looks surprised.

                      RILEY (CONT'D)
           Truck's got a little transmitter in
           her belly. Sorry I never told you.

                      CHOLO
           You were always a smart guy, Riley.
           Much smarter'n me.

                      RILEY
           You went and took off without
           inviting us along.

                      CHOLO
           You weren't around to get invited.
           Anyway, I figured you wouldn't
           want in on this.

                      RILEY
           We want in on anything you got goin'.

                      CHOLO
           (To Pretty Boy) Open up.

                      FOXY
           What're you, nuts?

                      CHOLO
           Open up!

EXT. HILLSIDE HOME DRIVEWAY - NIGHT

SLACK and PILLSBURY watch from the shadows as a HATCH OPENS.

INT. DEAD RECKONING - NIGHT

RILEY and CHARLIE step on board. PRETTY BOY is at the
controls. FOXY, ANCHOR, and SCAR stand nearby. Charlie is
grinning like a badly scarred Cheshire cat.

                      CHOLO
           The hell you so happy about?

                      CHARLIE
           Riley told me to smile. So's you'd
           let us come in.

                      CHOLO
           I'd rather have you in here than
           out there.

KA-CHUNK! Cholo lifts his crossbow, pressing a loaded arrow
up under Riley's chin. BLOOD TRICKLES.

                      CHOLO (CONT'D)
           Who's the smart one now?

Charlie is about to react when he feels Foxy's M-16 poking
into his back.

Cholo looks into Riley's eyes.

                      CHOLO (CONT'D)
           Thought you were gonna quit. Here
           you are still working for the man.
           Kaufman sent you out here, didn't
           he? To get the truck back.

                      RILEY
           Yes.

EXT. HILLSIDE HOME DRIVEWAY - NIGHT

SLACK and PILLSBURY creep forward, freezing as they see
RILEY with the crossbow at his neck. Slack aims her K-90 at
CHOLO, RUSTLING branches as she moves.

                      SLACK
           That man pulls the trigger, he's
           dead.

INT. DEAD RECKONING - NIGHT

CHOLO cocks his head outside.

                      CHOLO
           Who else is out there?

                      RILEY
           Kaufman sent some guys with us.
           We took care of `em. I know you

           been up to Ross Park. Picked up
           some Johnsons, huh?

                      CHOLO
           Yup. Pretty Boy, set the cannons.

EXT. DEAD RECKONING - HILLSIDE - NIGHT

With great WHIRRING SOUNDS, the vehicle's largest guns begin

to ROTATE slowly toward the city across the river.

                      SLACK
           We're running out of time here.
           C'mon, Riley. Make yourself useful.

MANOLETE begins to stir on the ground beside THE T-BIRD.

INT. DEAD RECKONING - NIGHT

RILEY keeps cool.

                      RILEY
           Don't do it, Cholo.

                      CHOLO
           Kaufman's got it coming.

EXT. DEAD RECKONING - HILLSIDE - NIGHT

SLACK and PILLSBURY watch THE GUN TURRET continue to turn,
the cannon barrels angling toward FIDDLER'S GREEN.

INT. DEAD RECKONING - NIGHT

PRETTY BOY lifts a clear cover off a RED FIRING BUTTON.

                      RILEY
           Hit the tower square, you'll kill a
           lot of innocent people. Miss and
           hit the city, you'll kill a lot of
           our friends. Your beef's with
           Kaufman, not them.

The turret on the roof GROANS as the cannons rotate.

                      CHOLO
           He's killed a lot of our friends.
           Every week we took out the garbage,
           you and me. Every month I took out
           Kaufman's garbage. People he wanted
           off the streets. He turned me into a
           goon and then he pissed all over me!
           Foxy, keep `em covered.

EXT. DEAD RECKONING - HILLSIDE - NIGHT

The turret stops, cannons aimed directly at the GREEN.

INT. DEAD RECKONING - NIGHT

CHOLO moves to the RED FIRING BUTTON.

                      CHOLO
           When the smoke clears, I'm gonna
           roll in, hit the bank, take the
           money, and pick up any other fancy
           shit I can get my hands on.

                      RILEY
           There won't be any fancy shit left.
           And money burns.

                      CHOLO
           Not when you keep it in a safe.

EXT. DEAD RECKONING - HILLSIDE - NIGHT

MANOLETE pulls one of the MACHINE GUNS out of its mount on
the T-BIRD. Shouldering it, he creeps toward DEAD RECKONING.

INT. DEAD RECKONING - NIGHT

ON THE CONTROL PANEL: A CLOCK CLICKS DOWN TO MIDNIGHT.

4...3...2...1...CHOLO reaches down and pushes the button.

EXT. DEAD RECKONING - HILLSIDE - NIGHT

The GUN BARRELS are cold. SILENT.

INT. DEAD RECKONING - NIGHT

CHOLO punches the button again. Again. Nothing happens.

                      CHOLO
           WHAT THE FUCK?

CHOLO'S eyes fall to the "Game Boy" in Riley's hand.

                      CHOLO
           You did something, didn't you?
           With your FUCKING TOY!

Riley pushes another button on the "Game Boy". Outside...

EXT. DEAD RECKONING - HILLSIDE - NIGHT

...TWO STEEL LOCKING RINGS swing up to cap the cannons. Just
beyond the barrels we see MANOLETE closing in on DEAD

RECKONING, raising his machine gun. A DEAD THING advances
behind him.

INT. DEAD RECKONING - NIGHT

CHOLO charges RILEY. Grabs him around the throat.

                      CHOLO
           Fix it!

                      RILEY
           Not a chance.

Riley tosses the "Game Boy" out the open hatch. Cholo reaches
out after it.

EXT. DEAD RECKONING - HILLSIDE - NIGHT

MANOLETE has the machine gun aimed at DEAD RECKONING'S open
hatch. Where CHOLO is standing.
Out of the corner of his eye, RILEY sees Manolete's machine
gun barrel flash in the moonlight. MANOLETE FIRES! RATATAT!
RILEY PUSHES CHOLO OUT OF THE WAY JUST IN TIME! He drops from
the hatch onto the pavement, wounded in the shoulder.
The Walker starts to rip Manolete apart. Slack SHOOTS HIM in
the head. Then she and PILLSBURY open fire on the Walker,
destroying it.

INT. DEAD RECKONING - NIGHT

FOXY, distracted by the mayhem, lets CHARLIE get the drop on
him. ANCHOR and SCAR go for their guns. RILEY unslings his
M-16 and holds them at bay.

                      RILEY
           Easy boys.

Riley looks at the clock on the control panel. 12:01. Charlie
follows his gaze.

                      CHARLIE
           Geez. We just made it.

Riley CLICKS the transmitter on.

                      RILEY
           Riley Denbo calling the Green.

INT. PENTHOUSE CORRIDOR - FIDDLER'S GREEN - NIGHT

BING! KAUFMAN steps off the elevator, carrying his two Prada

bags full of money. A TWO-WAY RADIO in his pocket RINGS.

                      KAUFMAN
           (Into radio, urgent) Yes?

                      RILEY (O.S.)
           We got Cholo.

                      KAUFMAN
           (Sagging with relief) I owe you,
           Mister Denbo.

INT. DEAD RECKONING - NIGHT

                      RILEY
           I'm glad you feel that way. Because
           I'm taking your fucking truck.

INT. KAUFMAN'S PENTHOUSE - FIDDLER'S GREEN - NIGHT

KAUFMAN rushes in with his bags, dropping them beside other
luggage that is already packed.

                      KNIPP
           (Frightened) Mister Kaufman, sir. I
           dunno what's happening, sir, but it
           sounds bad.

The windows are sealed so the NOISE Kaufman hears is MUFFLED,
but it is definitely the SOUND OF DISORDER. He goes to a
window. Looks down and sees...

...flashes of LIGHT from gunfire. SMOKE rising from an
EXPLOSION. PEOPLE running. THE DEAD swarming into the city
like ants. A war has begun.

EXT. ROOFTOP - FIDDLER'S GREEN - NIGHT

SUTHERLAND stands at the edge of the roof, looking down at
what Kaufman just saw.

                      SUTHERLAND
           All this time Kaufman's been
           worried about a revolution on the
           streets. He never thought it would
           come from across the river.

Sutherland, STYLES, OTHER BOARD MEMBERS, and their FAMILIES
get into the TWO HELICOPTERS.

INT. KAUFMAN'S PENTHOUSE - FIDDLER'S GREEN - NIGHT

THE SOUND OF RUMBLING. The CEILING VIBRATES, knocking tear-
shaped baubles off a CHANDELIER. The SOUND BUILDS in
intensity. Then suddenly eases off. Through the window,
KAUFMAN sees the things that caused the rumbling...

...TWO HELICOPTERS, SOARING off into the night.

                      KAUFMAN (CONT'D)
           No. No. They can't leave. Not
           without me!

                      KNIPP
           I think they just did, sir.

EXT. DEAD RECKONING - HILLSIDE - NIGHT

RILEY jumps out onto the street where CHOLO lies, bleeding
from the top of his left shoulder.

                      CHOLO
           I hate you, Riley. There's
           something about you I've always
           fucking hated.

                      RILEY
           (Smiling) Same here.

                      SLACK
           Riley. Look out there.

Riley looks where SLACK is pointing. From across the river
comes a flickering ORANGE GLOW.

Riley moves to a spot where he can see between the houses on
the hillside. In the distance, FIRE rises from the city.
Cholo sits up, cackling.

                      CHOLO
           I didn't have to blow the fucking
           place up. Somebody else did for me!

                      RILEY
           (Stunned) The stenches. They got
           across the river. They got across
           the fucking river. (To the others)
           Get him inside.

PILLSBURY steps in and lifts Cholo easily to his feet.

                      CHOLO
           Wait, wait, wait. What are we
           doin'? Where we goin'?

                      RILEY
           Back to the city.

                      CHOLO
           Not this horse. You got the T-Bird?

           I'll take that.

                      FOXY
           Me, too.

FOXY jumps out of DEAD RECKONING and stands at Cholo's side.
Riley, Slack, and Pillsbury climb aboard. Riley looks down at
Cholo and Foxy.

                      RILEY
           You guys'd be safer coming with us.

                      CHOLO
           Nah, you'd never let me have any
           fun.

                      RILEY
           T-Bird's down that driveway over
           there. Guns and ammo inside.

                      CHOLO
           Thanks.

INT. DEAD RECKONING - NIGHT

RILEY closes the hatch. Blood trickles from under his chin
where Cholo stuck him with the crossbow.
SLACK reaches up and pulls off the bandana that holds back
her hair, which cascades down. She uses the fabric to clean
the blood off Riley's neck.
He looks at her, touched by the familiarity of the gesture.

                      SLACK
           Almost lost you there.

                      RILEY
           I don't get lost so easy. (To
           PRETTY BOY) We gotta get across
           the water.

                      PRETTY BOY
           The bridges into the city are all
           bricked up.

PRETTY BOY hits a button. A MAP appears on a MONITOR, showing
the "GOLDEN TRIANGLE" bordered by the rivers and the
barricaded bridges spanning them.

                      SLACK
           We could blast our way through.

                      RILEY
           Don't want to. If the stenches got

           in, there's a war going on in the
           city. We take any of those bridges
           we'll end up right in the middle
           of it.

Riley runs his finger along the monitor, outlining the
natural and man-made barriers that protect the triangle.

                      RILEY (CONT'D)
           We've gotta come in above the
           throat.

His finger continues down the monitor to "THE THROAT" at the
base of the triangle, where the long FENCE runs between the
two rivers.

                      RILEY (CONT'D)
           What was built to keep folks safe
           is gonna trap them inside. We've
           gotta give them a way out.

EXT. FIDDLER'S GREEN - NIGHT

CLOSE ON: KAUFMAN staring out his PENTHOUSE WINDOW, aghast.
LICKS OF FIRE reflect on the glass. SOUNDS OF WAR can be
heard from far below.

EXT. "GOLDEN TRIANGLE" - NIGHT

In the pristine plaza that surrounds the building, WALKERS
swarm. CITIZENS run, screaming, including SOLDIERS, driven
from their posts, who SHOOT at the Dead Things.

CLOSE ON BIG DADDY. Who looks back and forth, as if torn, at
the FIDDLER'S GREEN HIGH-RISE, at the violence in the streets,
back at the building, back at the streets. A SOLDIER fires at
him! Misses. Big Daddy raises his rifle and blows him away.

EXT. HILLSIDE HOME DRIVEWAY - NIGHT

CHOLO and FOXY run up the road to THE T-BIRD. Seeing a WALKER
lurking ahead, they duck into the dark cover of the trees.

                      CHOLO
           I got it.

WFFFFT! Cholo picks off the Walker with his crossbow.

                      CHOLO (CONT'D)
           Come on, let's go.

He slaps a hand on Foxy's back.

EXCEPT IT'S NOT FOXY! It's ANOTHER WALKER that has moved
between the two men. It grabs the hand that slapped him and
BITES it.

                      CHOLO
           AHHH...FUCK!

Foxy, a few yards away, whirls, aiming his gun at the Walker.
Cholo is faster. With no time to reload, in agony, he pulls
a FISTFUL OF ARROWS from his quiver and DRIVES THEM THROUGH
THE WALKER'S FACE AND SKULL. The Walker falls. So does an
ominous silence.

                      CHOLO (CONT'D)
           I can't fucking believe it. (A sad
           chuckle) Nothin' works out. It's
           like...the world is spinning around
           and we're just...caught in the
           wind. Nothin' works out. Some damn
           thing always comes around the
           corner and gets you.

Foxy aims his rifle Fat Cholo's forehead. Their eyes connect.

                      FOXY
           Your choice.

For a moment, Cholo looks despondent. Then he forces a smile.

                      CHOLO
           No, don't shoot. (A dark chuckle)
           always wanted to see how the
           other half lives.

Foxy lowers his gun.

                      CHOLO (CONT'D)
           Take the car and get outa here.

                      FOXY
           I'll get outa here. You take the
           car.

INT./EXT. DEAD RECKONING - RIVER ROAD - NIGHT

EAD RECKONING drives upriver. THROUGH THE WINDSHIELD: THE
CITY can be seen BURNING in the distance.

                      PRETTY BOY
           The old J&L'll take us over. Right
           outside the throat.

EXT. J&L DRAWBRIDGE - NIGHT

A drawbridge spans the river. Or would span it if it wasn't
open, its rusted metal roadbed rising into the sky.

INT. DEAD RECKONING - NIGHT

                      RILEY
           Gotta get it down.

                      PRETTY BOY
           The controls are in that booth up
           there.

EXT. CONTROL BOOTH - J&L DRAWBRIDGE - NIGHT

RILEY'S POV:

A CONTROL BOOTH is built into the superstructure of the
bridge, about fifteen feet off the ground, on DEAD
RECKONING'S side of the river.

EXT. J&L DRAWBRIDGE - NIGHT

RILEY jumps out of DEAD RECKONING. SLACK is right behind him.

                      RILEY
           Get back in there. What are you
           doing?

BLAM! She shoots a WALKER that has come out of the night.

                      SLACK
           Making myself useful.

EXT. DEPOT - NIGHT

CHOLO jumps out of the T-BIRD and runs to the steel doors,
unlocking them with a mag-key.

INT. SUBWAY TUNNEL - NIGHT

CHOLO walks with determination along the deserted tracks
under the river.

EXT. J&L DRAWBRIDGE - NIGHT

RILEY ducks under a caution gate at the entrance to the

bridge and starts across the roadway. Behind him...

...SLACK and CHARLIE stand, weapons ready, eyes alert for

danger.

As Riley runs...

...SOMETHING SKITTERS across the road, chasing him. Not a
zombie. Much smaller. A RIVER RAT.
Charlie draws his REMINGTON. Wets the sight with his thumb.

BLAM!

Riley stops running. Looks back to see what's being shot.

                      SLACK
           You missed.

                      CHARLIE
           Nope. I blew its ass off.

The rat is now half a rat. Its ass has been blown off. Yet

IT'S STILL RUNNING!

                      CHARLIE (CONT'D)
           Just didn't hit it in the head.

                      SLACK
           (Realizing) Jesus. It's dead.

                      CHARLIE
           They all are.

SKREEEEEEEE! ZOMBIE RATS crawl up onto the roadbed. DOZENS.
Riley takes off away from them. Slack and Charlie hurry
closer, firing, trying to pick the critters off.
The rats reach Riley! Nip at his heels. He leaps. Swings onto
a girder. Climbs to the control booth. The rats don't follow.
Slack heaves a sigh of relief just before...

...SKREEEEEEEE! A second pack of rats scurries toward her!
She vaults over a railing, dropping several feet to...

...the riverbank below. But there are rats here too! Charlie
fires at them from above. BLAM! BLAM! BLAM! FUR AND BLOOD
FLY. But there are too many. He can't shoot them all.

INT. CONTROL BOOTH - J&L DRAWBRIDGE - NIGHT

RILEY reaches the control booth. Draws his .45, expecting
danger within. He steps through the opening...

...but nothing's there. Just a SPIDER WEB that sweeps over
his face as he moves toward a RED SWITCH that activates a
generator. He flips it. The motor roars to life.

He turns toward a giant lever that operates the roadbed. It

GROANS from disuse as he pulls it.

EXT. J&L DRAWBRIDGE - NIGHT

RED LIGHTS on the caution gates BLINK, tinting the night.
The silence is shattered by a LOUD SIREN that ECHOES across
the river. The bridge's roadbed begins to CREAK down slowly.

EXT. RIVERBANK - NIGHT

THREE DINGHIES lie, upside down, next to the water's edge.
SLACK shoves one into the river, climbing onto its upturned
bottom. She pushes off. The boat doesn't budge. A tether
holds it within inches of the shore.
Slack pulls out a jackknife and goes to cut the rope, but...

...rats SNAP at her hands. Slack recoils, but keeps cutting.
Finally, the rope frays, enough for the boat to pull free.

Slack crouches on top of the upturned hull. No way to steer.
No paddles. The current carrying her away.

                      CHARLIE
           Slack!

INT. CONTROL BOOTH - J&L DRAWBRIDGE - NIGHT

Hearing the scream, RILEY looks out the control booth window
and sees...

...SLACK being taken downstream.

EXT. J&L DRAWBRIDGE - NIGHT

RILEY bursts out of the booth, only to be confronted by...

...the BRIDGEKEEPER. Drooling. Dead. It grabs Riley, pushing
his head back toward the enormous GEARWORKS of the bridge.

Riley struggles. Bests the creature. Spins him around toward
the gearworks and...

...SSSNIPPPP! THE BRIDGEKEEPER'S HEAD is scissored off! It
drops with a PLUNK into the river below.

EXT. RIVER - NIGHT

SLACK, adrift on the boat, lies prone at the bow and begins
to paddle with her hands. One of which hits something long
and slimy. It looks like a snake!

But it's not. It's only a moss-covered rope. Slack grabs on.
Pulls hand over hand. It seems to take forever for the rope
to become taut.

A FACE BOBS OUT OF THE WATER!

Slack SCREAMS.
It's the BRIDGEKEEPER'S HEAD, its eyes blinking as it floats
off on the current.

The rope is attached to a stanchion on the opposite shore.
Slack's muscles strain as she pulls on it until...

...her boat reaches the stanchion and she jumps off, finding
herself at the same boat ramp the army of the dead used. The
river has carried her into the very part of the city Riley
and the team were trying to avoid. SCREAMS rise nearby. She's
in the war zone.

EXT. J&L DRAWBRIDGE - NIGHT

THE BRIDGE IS LOWERING SLOWLY. Too slowly. RILEY scrambles
up the incline of the roadbed and calls back to CHARLIE.

                      RILEY
           Bring her over as soon as you can!

Charlie pops back into DEAD RECKONING.

Riley climbs to the top of the descending roadbed and...

...LEAPS across the narrowing gulf to the other side.
He lands. Falls. Rolls. Gets to his feet and runs toward
Slack and the city.

EXT. "GOLDEN TRIANGLE" - NIGHT

SLACK runs past hysterical PEOPLE toward the FIDDLER'S GREEN

HIGH-RISE. BRIAN, Mulligan's young son, rushes by her in a
panic. Slack grabs him.

                      SLACK
           Brian!

                      BRIAN
           We can't get out! There's no way out!

                      SLACK
           There will be. Come with me.

                      BRIAN
           Daddy! Daddy's still locked up.

Slack runs off with Brian, past a MANHOLE surrounded by
canvas fences, "CAUTION" signs, and flaming OIL POTS. As
MAINTENANCE WORKERS scramble out of the manhole...

...DEAD THINGS close in. The Workers, unarmed, pick up the
ball-shaped pots and BOWL them at the Walkers. As the "balls"
roll, their FIRES SWIRL, making them look like flaming comets.

S

Some of the pots CRACK OPEN, creating POOLS OF FIRE on the
street. One of the "balls" remains whole until it smacks
against the feet of a Walker. Then it opens. And the Walker
is engulfed in flames.

Big Daddy looks at the Walker with sadness. He lifts his
rifle again and shoots the flaming creature in the head.

Big Daddy walks to the manhole. TOOLS are strewn around it,
pickaxes, sledges, chainsaws, and a pneumatic hammer which is
lying on the street...RATTATATTAT...still running.

Big Daddy looks at the FIDDLER'S GREEN SKYSCRAPER. His goal.
Finally in reach.
He looks down at the pneumatic hammer, and picks it up by the
handle. With the heavy tool vibrating in its hand, Big Daddy
walks toward the building.

He doesn't get very far before the hammer's electrical cord
is pulled out of the extension it's plugged into. The hammer
stops running. Big Daddy looks at it. Puzzles over its
stillness for a moment. Then...

...he looks at the building. At its doors, abandoned by
guards. Doors that are made of glass.

The barrel of an M-16 is planted against Big Daddy's temple
by a MILITIAMAN.

UDDA-BUDDA-BUDDA! The Militiaman FLIES BACK. It wasn't he
who fired. It was NUMBER NINE, standing nearby with her M-16.
The Militiaman lies on the ground, his dead eyes staring at
Number NINE in utter surprise.

Seeing what has happened, ANOTHER SOLDIER grabs a grenade,
pulls the pin, and is about to toss it at Big Daddy when...

...his HAND IS CUT OFF at the wrist by a meat clever held by
THE BUTCHER. The Soldier's hand, still clutching the grenade,

PLOPS into the street. The Soldier looks down in horror, then
collapses on top of his hand. A MUFFLED EXPLOSION makes jelly
of his mid-section.

Big Daddy continues to walk toward the building, carrying the
pneumatic hammer, as OTHER DEAD THINGS collect sledges,
pickaxes, lengths of pipe, and follow their leader.

INT. FIDDLER'S GREEN ATRIUM - NIGHT

KAUFMAN and KNIPP, carrying the Prada duffles, rush out of an
elevator with FOUR SECURITY GUARDS. Kaufman carries a gun.

hey race into the street level of the three-story ATRIUM.
Chopin LILTS, caged birds SING. RESIDENTS SCREAM, running
crazily in all directions.

A bank of GLASS DOORS leading to the street is under assault
by WALKERS, ten deep.

                      KAUFMAN
           They can't get in. Downstairs.
           The car.

The Dead Things POUND at the doors. One Guard runs away. The
Other Three follow.

                      KAUFMAN (CONT'D)
           Get back here! GET BACK HERE!

Kaufman FIRES THREE ROUNDS at the men! He's not a marksman,
but ONE of the GUARDS is WINGED. Whirls around and levels his
M-16 at Kaufman.

                      SECURITY GUARD
           YOU STUPID OLD FUCK!

He's about to fire when Knipp steps in front of Kaufman.

                      KNIPP
           DON'T SHOOT! (Grabbing Kaufman's
           gun hand) Boss? Don't you shoot,
           neither. We're all on the same
           side. Least we're supposed to be.

                      SECURITY GUARD
           I'm on my own side now.

The Guard takes off after his comrades.

                      CHOLO (O.S.)
           Need some help, Mister K.?

Kaufman spins around to see CHOLO walking toward him across
the atrium.

                      CHOLO (CONT'D)
           Been bit, Mister K. I'm a dead
           man, so I don't care about nothin'
           no more. Still care about you,
           though. I wanna make sure you come
           to the same end as me.

LANG! CLANG! CLANG! The Dead Things at the glass doors are
POUNDING now with shovels, pickaxes, and lengths of pipe.

                      CHOLO (CONT'D)
           They're going to get you, Mister K.
           want them to get you.

Kaufman raises his gun and aims at Cholo, who aims back with
his crossbow.

                      CHOLO (CONT'D)
           Put it down, old man, unless you'd
           rather die right now.

BIG DADDY appears outside the doors. Uses his pneumatic
hammer to POUND at the safety glass.

Kaufman can't take it anymore. He bolts for a stairway door.
Cholo shoots. An arrows hits Kaufman in the back of his left
calf. Kaufman sprawls, dropping both his bag of money and his
gun, which skitters away. Knipp rushes over to help Kaufman.

                      KNIPP
           Just let us go, Mister DeMora. Let
           us get out of here.

                      CHOLO
           (Calmly reloading) You can go,
           Knipp, but not him.

Kaufman shakes Knipp off. His gun is ten feet away. He heads
for it. Dragging himself on hands and knees.

CRUNCH! The chisel on Big Daddy's pneumatic hammer is the
first tool to PENETRATE the doors. The glass doesn't shatter;
it COBWEBS into tiny crystals stuck together by a thin
plasticine coating. ALARM BELLS SOUND!

Puzzled by the sudden transformation of the glass into
something that looks different, Big Daddy drops the pneumatic
hammer and reaches out. The glass is different. It's soft.
Flexible. Big Daddy POKES HIS HAND right through.

Kaufman has almost reached his gun. Cholo shoots another
arrow. This one hits Kaufman in the shoulder.

                      KAUFMAN
           You fucking spic bastard!

                      CHOLO
           I think we should talk when you're
           a little less excited.

Kaufman has a will of iron. He keeps going, gritting his
teeth against the pain, reaching out for his gun, as...

CRUNCH! CRUNCH! CRUNCH! More tools PENETRATE the doors. More
HANDS POKE through.

Kaufman looks at his worst nightmare...Dead Things ripping
their way through the cobwebbed doors, invading his temple.

The commotion distracts Cholo just long enough for Kaufman to
lift his gun and FIRE nine rounds.

Most of the shots miss. TWO hit Cholo, one in the belly, one
in the heart. He is slammed against the wall, his glazing
eyes staring up into the atrium, the place he so desired.
It's the last thing he sees before he keels over, dead.
Knipp pulls Kaufman onto his feet. They look up to see...

BIG DADDY leading his army into the atrium. Kaufman aims and
FIRES. A BULLET HITS BIG DADDY in the upper chest, blowing
DEAD FLESH out of his back. The Dead Man feels no pain, but
it focuses on Kaufman and starts after him with purpose.

Kaufman sees something in Big Daddy's eyes. Something that's
not dead. Kaufman fires again. CLICK! He's out of ammo.

                      KNIPP
           Boss. We gotta get outa here!

Knipp pulls Kaufman to a stairway door. They rush inside. The
moment they're out of sight, the Walkers forget about them,
moving on into the atrium. All except Big Daddy. That rage is
still in its face as he lumbers toward the stairway door.

EXT. J&L DRAWBRIDGE - NIGHT

TH-BOOOOM! The roadbed of the drawbridge drops into place.
VROOOM! DEAD RECKONING rumbles across the span.

INT. JAIL - NIGHT

KEYS TURN in the locks of cell doors, which SLACK and BRIAN
pull open. MULLIGAN and his REVOLUTIONARIES emerge. Mulligan
embraces his son and looks gratefully at Slack.

                      MULLIGAN
           (To his men) Let's go get our guns,
           boys.

EXT. NEAR THE "THROAT" - NIGHT

RILEY runs out of a line of trees. In the distance, he sees...

...the "THROAT", where much of the CITY'S POPULATION is
trapped, herded by HUNDREDS OF WALKING DEAD against the layers
of electrified fencing that were erected to protect them.
There's no escape. People are being TORN apart and EATEN. The
fencing SPARKS as bodies touch it and are ELECTROCUTED.
Terrible SCREAMS fill the air.

Riley hears the distinctive ROAR of DEAD RECKONING'S engines,
the CLATTER of its treads. He moves toward the sound as...

..a DEAD THING looms three feet away. Riley lifts his pistol
and puts a shell through the thing's skull. Blood flies,
taking on the sudden glow of a halo as it is BACKLIT by...

...the glare of DEAD RECKONING'S approaching headlights. The
dead thing falls to the road, where...

...it is turned to apple butter by Dead Reckoning's enormous
treads. Riley stands right in the vehicle's path.

                      PRETTY BOY (O.S. LOUDSPEAKER)
           Get outa the way, Riley!

INT. DEAD RECKONING - NIGHT

THROUGH THE WINDSHIELD: RILEY looms larger and larger as the
vehicle closes in. He doesn't move. PRETTY BOY tries to turn
the wheel. Too late. RILEY DISAPPEARS!

                      CHARLIE
           (Pure anguish) RILEY!

Three seconds later, Riley's figure comes scrambling across
the windshield, climbing up toward...

EXT. DEAD RECKONING - NIGHT

...the two fourteen-inch cannons on the vehicle's turrets.

                      RILEY
           We gotta blow the fences!

                      PRETTY BOY (O.S. LOUDSPEAKER)
           Johnson's are loaded!

                      RILEY
           Yeah, but they're capped!

The barrels of the two fourteen-inchers are still capped.
DEAD RECKONING keeps rolling. RILEY climbs out onto one of
the cannon barrels.

WHAM! A WALKER grabs him by the leg from the road. Riley
blasts him with his .45. As OTHER WALKERS approach, he shoots
them with one hand, Rusing the other to uncap the cannon.

                      RILEY
           Number One is clear! I'm going for
           Number Two!

                      CHARLIE (O.S. LOUDSPEAKER)
           I don't norm'lly need two shots,
           Riley.

Riley turns. The road is now filled with WALKERS.

Standing ASTRIDE the vehicle, riding it as if it were a
living beast, Riley picks some of them of with his .45.

INT. FIDDLER'S GREEN PARKING GARAGE - NIGHT

FOOTSTEPS ECHO as KNIPP, carrying one of the Prada duffles,
helps the wounded KAUFMAN across an underground PARKING
GARAGE, a dark and spooky place, made more so by the SOUNDS
of distant SCREAMING. Kaufman disdainfully SNAPS OFF the
shanks of the arrows in his leg and shoulder.

The two men reach a stretch LINCOLN. Knipp BEEPS the doors
open and they get inside, Knipp behind the wheel, Kaufman in
the luxurious back compartment, where he pours himself a
scotch from the built-in bar.

Knipp starts the engine. The SOUND ECHOES big-time in the
concrete tomb.

                      KNIPP
           (Looking at the fuel gauge) We
           need gas.

Kaufman moans. Knipp steers the car slowly, carefully through
the shadows, pulling in beside a GASOLINE PUMP near the base
of a RAMP that leads up to the street. Knipp pushes a button
that pops open the gas tank. He shuts the engine off and gets
out, taking the keys, which have a Mag-Card attached to them.

He slides the Mag-Card into a slot, activating the pump. An
LED scrolls "Thank you, Mr. Kaufman". Knipp pulls the nozzle.
Freezes when he hears...

...FOOTSTEPS ECHOING. A DARK FIGURE is approaching through
the shadows.

Knipp drops the nozzle. Ducks into the car. SLAMS the door.

WHAM! A SINGLE HAND SMACKS against the driver-side window.

A FACE leans in behind the hand. A face full of rage. BIG
DADDY'S FACE.

                      KAUFMAN
           Shoot it! Shoot the damn thing!

                      KNIPP
           You didn't gimme no gun, sir.

Big Daddy moves to one of the rear windows. He can't see
inside. The window is tinted. He returns to the clear
windshield, looks back, at an angle, and sees Kaufman in the
rear compartment. Big Daddy recognizes him. From upstairs.
It's the man who shot him.

The Dead Thing looks up. Sees the gasoline pump. His hand
drops to the embroidery on its jump-suit..."Texaco". He moves
deliberately toward the pump.

                      KAUFMAN
           Pull out! PULL OUT!

                      KNIPP
           Sorry, sir. Keys are in the pump.

Big Daddy sees the nozzle on the cement. Picks it up, feeling
the familiarity of it. Pulls the trigger. Gasoline squirts.
The rage in his face turns to a kind of satisfaction.

Using the nozzle as he did the pneumatic hammer, Big Daddy
POUNDS on the windshield, three times, before the SAFETY
GLASS COBWEBS. He POKES the nozzle through the flexible
fabric and pulls the trigger until it locks. Gasoline FLOODS
into the car.

                      KNIPP (CONT'D)
           Lord!

TCHUNG! Big Daddy pulls the driver side door open. As Knipp
tries to run, he is GRABBED by Big Daddy.

                      KNIPP (CONT'D)
           LORD!

Big Daddy looks at the butler. Sniffs him. Then flings him
aside. Knipp is not his prey. With a glance at Kaufman,
cowering in the back seat, Big Daddy slams the car door and,
surprisingly, walks away. Up the ramp toward the street.

The nozzle remains stuck in the "fabric" of the windshield.
Gasoline continues to flow into the car. Kaufman crawls into
the front seat, wincing from his wounds, and KICKS the nozzle
out of the window with his good leg, getting soaked with gas
in the process. He opens the door. Limps to the pump. Grabs
the keys. As he starts back toward the car...

...WHAM! SOMETHING is standing right in front of him. It's
one of the WALKING DEAD. It's...

...CHOLO.

Kaufman shakes his head in disbelief.

                      KAUFMAN
           N-no, y-you're dead. (Realization
           dawning) Oh my God. You're dead!

THE CHOLO THING reaches for Kaufman, vengeance in its eyes.

Kaufman breaks for the driver's door. He never makes it. The
Cholo Thing grabs him and SLAMS him down across the hood.
Leans over him. Opens a drooling mouth. Kaufman whimpers.

BRRRUMBLE-UMBLE-UMBLE! The SOUND of a bowling ball.

Kaufman looks up. It's not a bowling ball. It's an OIL POT,
rolled down the ramp by Big Daddy. Kaufman SCREAMS. The fire
ball approaches the gas-soaked Lincoln, the gas-soaked
Kaufman, and...

...WHOOOMPH! Kaufman and The Cholo Thing are IMMOLATED. The
FIREBALL removes everything from sight, except a few floating
HUNDRED DOLLAR BILLS, burning in mid-air.

THROUGH LICKS OF FLAME we see...Big Daddy is almost smiling.

EXT. "THE THROAT" - NIGHT

DEAD RECKONING approaches the electrified fences from beyond.

                      PRETTY BOY (O.S. LOUDSPEAKER)
           Get back! Get back! We're gonna
           blow the fences!
           The CROWD screams and starts to clear the area.

INT. DEAD RECKONING - NIGHT

CHARLIE works a joystick. The cannon turret GRINDS above.
He takes aim at an area of the fences that is rapidly
emptying of people.

EXT. THE "THROAT" - NIGHT

The fourteen-incher turns toward the fences. RILEY rides it.

                      RILEY
           Shoot!

                      CHARLIE
           Okay, but you best get off the gun.

Riley leaps down. The instant he's clear...

KA-BLOOOOOOOOOOOOOM. The ELECTRIFIED FENCES are BLOWN APART.

In the dissipating SMOKE, RILEY is the first one through the
opening. Within seconds, CITIZENS start toward it, heading
the other way. Riley finds himself running against the tide.
Searching. Desperately searching. Behind the surging crowd...

...WALKERS appear, grabbing people. Dropping them to the
ground. Eating them.

Riley FIRES in all directions. WALKERS DROP around him. He
saves a WOMAN with a BABY...a YOUNG COUPLE...a PRIEST. CLICK.
He runs out of ammo. WALKERS close in. The situation seems
hopeless until...

INT. DEAD RECKONING - NIGHT

CHARLIE hits a button on the console.

EXT. THE "THROAT" - NIGHT

PTOOOM! PTOOOM! FIREWORKS "BLOOM" in the sky.

HE DEAD THINGS gaze upward, mesmerized.

THE HUMANS ESCAPE.

RILEY finds himself standing in the midst of FIFTY WALKERS,
frozen like statues around him.
Other than the intermittent BOOM of the fireworks, SILENCE.
Out of which...

                      SLACK (O.S.)
           (A whisper) Riley.

Riley turns.

Slack emerges from behind one of the immobile dead things.

Riley moves toward her...

...she to him...

...both of them weaving a cautious path between the statues.
They reach each other and embrace, surrounded by dead things
that don't even know they are there.

RATATATATATAT. GUNFIRE EXPLODES around them!

HAPLESS DEAD THINGS are MOWED DOWN the way they were back
in Uniontown. This time by...

...MULLIGAN and his REVOLUTIONARIES...who slaughter every
zombie in the area. BRIAN is shooting, too, raring to go.
When it's all over...

                      MULLIGAN
           We could still use you, Riley.

Riley looks out at the city, where there is still scattered
distant gunfire. He looks at Brian, standing at Mulligan's
side, his innocent face speckled with the blood of the dead.
Riley shakes his head.

                      RILEY
           It's all yours, Mulligan.

EXT. OUTSIDE THE CITY - NIGHT

FIREWORKS EXPLODE. A ZOMBIE looks up toward the "blooms". A
strong hand grabs the collar of its shirt, pulls its gaze
away from the sky, and herds it onward.

The hand is BIG DADDY'S. He herds OTHERS along, too. A small
group of TWO DOZEN, including NUMBER NINE and the BUTCHER.

EXT. DEAD RECKONING - NIGHT

One of the GATTLING GUNS RATCHETS into position, taking aim
at BIG DADDY.

INT. DEAD RECKONING - NIGHT

PRETTY BOY sits at the controls, about to push the firing
button when...

...RILEY grabs her hand.

                      RILEY
           Stop.

Riley picks up a pair of binoculars and looks through the
windshield at BIG DADDY.

EXT. OUTSIDE THE CITY - NIGHT

THROUGH THE BINOCULARS: BIG DADDY looks at DEAD RECKONING.
For an instant, his eyes meet Riley's, as they did in
Uniontown.

INT. DEAD RECKONING - NIGHT

RILEY lowers the binoculars.

                      RILEY
           All they want is somewhere to go.
           Same as us.

EXT. OUTSIDE THE CITY - NIGHT

BIG DADDY leads his band into the future.

DEAD RECKONING rolls into the future, too, but in a different
direction.

INT. DEAD RECKONING - NIGHT

                      CHARLIE
           Canada. That's where we're goin',
           ain't it, Riley?

                      RILEY
           If no one has any objections.

ANCHOR, SCAR, and PILLSBURY all shrug. Riley looks at Slack.

                      SLACK
           No, we'll take you along with us.

                      RILEY
           I'll try to make myself useful.
           (To PRETTY BOY) Take us North.

EXT. ROAD NORTH - JUST BEFORE SUNRISE

DEAD RECKONING growls off into the early dawn, a lethal
weapon...

...shooting off FIREWORKS worthy of Independence Day.

                                                   FADE TO BLACK.