A BLACK SCREEN

       As the MAIN TITLES begin, two sounds are heard.  The first is 
       the low, moaning WIND.  The second is a slow SCREECHING.  
       It's the kind of noise that makes you grit your teeth.

       FADE IN:

       EXT. ELM STREET - DAY

       GRAY SURFACE FILLS THE SCREEN.  At first it's hard to 
       recognize this rough, indistinct surface.  But when a CHILD'S 
       HAND drags a piece of colored chalk ACROSS THE FRAME, we 
       realize that we're seeing a very close view of a CONCRETE 
       WALKWAY.

       EXT. ELM STREET - DAY

       A SERIES OF CLOSE SHOTS FOLLOW THE MOVEMENTS of the tiny hand 
       as it proceeds to lay out an intricate CHALK DRAWING on the 
       walkway.

       For a while, we are too close to identify the image that is 
       being created.  But as THE CAMERA PULLS BACK, we see a 
       youthful artist's representation of a two story HOUSE.

       The CAMERA TILTS UP, revealing a LITTLE GIRL in white dress.  
       She's holding a handful of colored chalk.  Behind her sits 
       the ELM STREET HOUSE.

       As the TITLES END, we...

       EXT. ELM STREET - DAY

       The trees lining this residential street are bare, and they 
       sway in the breeze that's blowing their dead leaves across 
       the sidewalk.

       KRISTEN, a beautiful, but pensive-looking blonde teenager, is 
       walking slowly towards the ominous house.  Although her face 
       shows signs of fear, she is moving with resolve.

       EXT. ELM STREET HOUSE - DAY

       Kristen stops and looks down at the angelic little girl who 
       has been creating the childish drawing of Freddy's house.  
       Kneeling down beside her, Kristen takes a closer look at the 
       colorful chalk sketch.

       It has an almost exaggerated cheerfulness.  And although 
       awkwardly rendered, it makes the house look new, and the yard 
       well-tended.  The idyllic sidewalk illustration looks nothing 
       like its subject, which has peeling paint, boarded-up 
       windows, and is horribly run-down.

                           LITTLE GIRL
                     (looking up)
                 Hello...

                           KRISTEN
                 Do you live here?

                           LITTLE GIRL
                     (sadly)
                 Nobody lives here.

                           KRISTEN
                 Where's Freddy?

                           LITTLE GIRL
                     (giggles strangely)
                 He's not home.

       Just then, the child lifts her hand away from the picture.  
       What Kristen sees makes her gasp.  A crudely drawn, but 
       easily recognizable image of FREDDY KRUEGER is visible behind 
       one of the windows.

       There is a CRACK of LIGHTNING, and drops of rain start to 
       sprinkle down on to the girl and her drawing.

       EXT. ELM STREET HOUSE - NIGHT

       Kristen glances up at the sky.  Rain trickles onto her face.  
       Then after a second, she looks back down at the sidewalk.  
       THE LITTLE GIRL IS GONE.  Kristen scans the area, but the 
       child is nowhere to be seen.

       Rain is splashing down on the chalk illustration. Not only is 
       the image washing away, but as the colors blend together, 
       they form a liquid that looks just like BLOOD.

       Kristen hears a CREAKING NOISE coming from the direction of 
       the house.  She turns and stares at the menacing structure.  
       The front door is SLOWLY OPENING.  Somehow Kristen seems 
       unsurprised by this.  And as though drawn by an 
       uncontrollable urge, she turns toward the house.  With 
       thunder and lightning crashing above her, she walks 
       deliberately toward the open door.

       INT. ENTRANCE HALLWAY - NIGHT

       As soon as Kristen enters the house, she hears VOICES behind 
       her.  It's CHILDREN SINGING a strange nursery rhyme.

                           CHILDREN'S VOICES (O.S.)
                 One two, Freddy's coming for you...

       Kristen spins around and looks back through the open door.

       EXT. FRONT YARD - NIGHT - KRISTEN'S POV

       standing out in the yard that was empty a moment before are a 
       dozen very young CHILDREN.  Dressed in their Sunday best, 
       they are staring at Kristen as they continue to sing:

                           CHILDREN
                 Three four, better lock the door...

       INT. ENTRANCE HALLWAY - NIGHT

       The front door SLAMS SHUT with a bang.  Kristen's determined 
       expression dissolves, and she reaches back for the doorknob.  
       It turns without resistance and the door opens with ease.  

       Kristen rushes through the doorway, but instead of finding 
       herself outside, she is in...

       INT. A DUPLICATE ENTRANCE HALLWAY - NIGHT

       Kristen's eyes widen as she compares her surroundings with 
       the dusty, decaying room that is visible on the other side of 
       the still-open door.  They are exactly the same.

       Before she can take another step, the door slams shut again.  
       And this time when she tries to open it, it's locked solid.

                           KRISTEN
                     (muttering)
                 Calm and cool, I'm calm and cool...

       She moves down the hall, finds an open door, steps through

       INT. DARK ELM STREET LIVING ROOM - NIGHT

       Kristen walks in, the old floorboards creaking under her 
       feet.  She looks at the walls.  They are lined with eerie 
       paintings of children playing in graveyards.  Rainwater drips 
       down from the ceiling.

       When FLASHES OF LIGHTNING illuminate the room, Kristen 
       catches sights of an old and dusty couch in one corner.  A 
       couch with a distinctive RED AND GREEN STRIPED LINING.

       Another bolt FLASHES.  Kristen is horrified to see, 
       silhouetted on one of the walls, the shadow of a hand with 
       long, knife-like fingers.

       So frightened that she can barely breathe, Kristen turns to 
       the LARGE WINDOW across the room.  
       ANOTHER FLASH lights up the dark room, and Kristen relaxes.  
       It isn't Freddy outside the window.  It's only a tree branch.

       Relieved, Kristen starts over toward the window.  But before 
       she reaches it, there is a sudden, massive CLAP OF THUNDER, 
       and the entire window EXPLODES into the room.

       A huge gust of WIND roars in through the shattered window, 
       and blows Kristen off her feet.

       INT. FREDDY'S BOILER ROOM - NIGHT

       Kristen tumbles down a set of heavy metal chute that has just 
       appeared out of nowhere, and lands on the concrete floor of a 
       very large, dark Boiler Room.  She scrambles to her feet and 
       looks around, terrified like a trapped animal.

                           KRISTEN
                     (under her breath)
                 He's not here, he's dead.  He's not here, 
                 he's dead.  He's...

       Just then, Kristen hears the unmistakable SOUND of Freddy's 
       knives scraping against a nearby metal surface.

                           KRISTEN (cont'd)
                     (crying out)
                 No!!  Kincaide!  Joey!  Help me!!

       INT. KINCAID'S BEDROOM - NIGHT

       Kincaid is sitting at his desk, his head drooped down over an 
       open copy of an illustrated sports magazine.  A harmless-
       looking MONGREL is sleeping at his feet.

       Suddenly, Kincaid's chair BEGINS TO SHAKE.  He lifts his head 
       in surprise just as he suddenly flies from the chair and 
       sails through the air, straight towards a wall in his room.

       But instead of piling into the solid surface, Kincaid sails 
       right through it and DISAPPEARS into the void.

       INT. BOILER ROOM - NIGHT

       Kincaid falls into the Boiler Room, crashing through a pile 
       of rusty pipes and boilers.  As soon as he catches his 
       breath, he looks up and sees Kristen.  He quickly jumps to 
       his feet and starts to yell at his friend.

                           KINCAID
                 Awww shit, Kristen, not again....

       Kristen motions for Kincaid to LISTEN as the SCREECHING 
       continues.  
       Kincaid, unimpressed, shows Kristen that it's merely the 
       metal arature of a boiler attachment SCRAPING against a 
       railing.

                           KINCAID (cont'd)
                 You are one spooked chick...

       Before Kincaid can say another word, Kristen holds up her 
       hand.  FOOTSTEPS are echoing out of the shadows behind them.

                           KRISTEN
                 Shh...

       They both spin around just as a FIGURE lurches toward them.  
       Kincaid gasps, and Kristen screams.  But a moment later thy 
       each let out big sighs.  It's JOEY.  Kincaid covers his fear 
       with cool nonchalance.

                           KRISTEN (cont'd)
                 Joey, thank God!!  I thought...

                           JOEY
                 Thought what?  Of dragging us in here?

                           KINCAID
                 Yeah, cut it out.  You're puttin' a dent 
                 in my beauty sleep.

       They both glare at Kristen.  They're pissed.  

                           KRISTEN
                     (in a halting voice)
                 It's Freddy... He's here.  I heard him.

                           KINCAID
                 Chill out, Kristen...Freddy's dead, 
                 buried, and consecrated.  We won, 
                 remember?

                           KRISTEN
                     (shaking her head)
                 He's back... to get us.

                           JOEY
                 Now way, Kincaid's right, Fred Krueger is 
                 history, c'mere...

       He leads her around the Boiler Room.  He makes her touch 
       pipes, and then positions her in front of the large furnace.

                           JOEY (cont'd)
                 Look... The pipes are cold, the boiler is 
                 cold... see for yourself.

       He swings open the iron door on the furnace.  Kristen moves 
       close to look in the black void.  There isn't even the glow 
       of an ember inside.  She turns away.

                           KRISTEN
                 I don't know...

       ALL AT ONCE, a howling BEAST leaps out of the furnace.  It's 
       Kincaid's dog.  Kristen has managed to pull it into her dream 
       with its master.

       The terrified animal clamps its jaws around Kristen's arm, 
       and knocks the screaming girl down to the floor.

       INT. JOEY'S BEDROOM - NIGHT

       Joey wakes up with a start, and tries to re-orient himself.  
       His sudden movements cause his waterbed to slosh back and 
       forth like crazy.

       INT. KINCAID'S BEDROOM - NIGHT

       Kincaid jerks his head up off his desk, and glances around 
       his room with an expression of relief.  Then he hears a 
       WHIMPERING sound and looks down.

       His dog is staring up at him with uncomprehending eyes.  
       There is BLOOD around the animal's mouth.

       INT. KRISTEN'S BEDROOM - NIGHT

       Kristen throws her covers off and jumps up out of bed.  She's 
       breathing hard and her arm is BLEEDING.  Grabbing a T-shirt 
       off a chair, Kristen wraps it around the wound.

       She sits back down on her bed. She looks really scared.

                                                          FADE OUT.

       FADE IN:

       EXT. ALICE'S HOUSE - DAY

       The morning sun is rising behind the broad-limbed trees that 
       shade a collection of unassuming homes.  It's a peaceful 
       neighborhood.  Just the kind that Freddy used to like.

       A girl pulls up in front of one house.  She's driving a VW 
       Rabbit Convertible.

       It's Kristen.  She wears a long sleeve shirt, but a bulge 
       reveals where her arm is bandaged.

       EXT. ALICE AND RICK'S HOUSE - DAY

       Kristen quickly walks to the side door of a modest house.  
       After ringing the bell, she glances out at the sidewalk. When 
       Kristen turns back, a STERN-LOOKING MAN is standing in the 
       open doorway.  Although probably not much over forty, DENNIS 
       JOHNSON'S face shows a lot of wear; too much scotch, too much 
       work.  He's dressed for work and is preparing to leave, but 
       his hangover is self-evident.

                           KRISTEN
                 How are you, Mr. Johnson?

       Johnson ignores her.

                           KRISTEN (cont'd)
                 That's nice.

       Johnson turns away.  His daughter ALICE shows up at the door, 
       slinking warily by her father.  In a definite contrast to 
       Kristen's easy beauty, Alice is not especially well put 
       together.  And yet there's something about this shy-looking 
       girl that suggests that she might be incredibly attractive if 
       she had any confidence. 

                           ALICE
                     (low)
                 Hi, Kristen...Rick'll be out any second.

       Kristen looks in the doorway at Johnson who is holding a 
       tomato-juice and spices hangover delight.  Kristen makes a 
       face.  Alice turns as Johnson looks up.

                           JOHNSON
                     (to Alice)
                 You going out dressed like that?

                           ALICE
                     (defensive)
                 What's wrong with me this time?

                           KRISTEN
                     (embarrassed)
                 Uhh, I'll just wait outside.

                           JOHNSON
                 No, it's okay.  Maybe you can help her.

       Johnson pours a shot of Vodka into his morning concoction and 
       SLAMS the door shut, leaving the two girls alone on the front 
       porch.  Kristen is about to console Alice when they HEAR a 
       RUSTLING sound above them.  RICK, Alice's brother, is 
       shimmying out of an upper floor window.

       He reaches for a nearby tree, and with surprising grace he 
       maneuvers to the ground and lands smiling in front of the 
       girls.  He gives Kristen a quick kiss.

                           KRISTEN
                 Something wrong with the stairs?

                           RICK
                 Avoid-all-contact-day.

                           KRISTEN
                 What?

                           RICK
                 When dad's popping aspiring like popcorn, 
                 it's avoid-all-contact-day.

       Johnson suddenly reopens the door and reaches for the morning 
       newspaper.  He stares at the kids.

                           JOHNSON
                 Waiting for a limo?

       Rick grabs his father's face and gives him a big, noisy kiss 
       on the cheek.

                           RICK
                     (mock Ricky Ricardo)
                 Okay, honey.  I'm off to the club!

       The girls chuckle as Johnson becomes embarrassed and SLAMS 
       the door on the kids.

       EXT. SPRINGWOOD HIGH SCHOOL - DAY

       Springwood High doesn't look particularly inviting, but how 
       many high schools do?  STUDENTS are arriving on foot, on 
       bikes, and in a variety of motor vehicles.

       Kristen, Rick and Alice pull up in Kristen's VW Rabbit 
       Convertible and park.  They step onto the sidewalk and cross 
       along beside the STUDENT PARKING LOT.  They stop beside an 
       ATTRACTIVE GIRL who is leaning against a car, listening to 
       the blasting radio inside.

       The girl, DEBBIE STEVENS, is one well put together item.  A 
       tough but smart girl from the wrong side of the tracks, 
       trying to compensate for her roots with defensive spunk, 
       sexy, and she knows it.

                           DEBBIE
                 Alright, anybody have trig this semester?

       Alice, Rick and Kristen shake their heads 'no'.

                           RICK
                 What happened?

                           DEBBIE
                 I had a conflict.  Homework or Dynasty.  
                 Dynasty won.

                           RICK
                 A sad story.  Those soaps'll kill ya.

       Alice's attention drifts to a tough PICK-UP that is pulling 
       up not far from them.  A handsome, dark-haired TEENAGER, DAN, 
       climbs out of the car.

       Debbie eyes him too.

                           DEBBIE
                     (appreciative)
                 There's Dan Jordan.  Mmmmm, we're talkin' 
                 major league fox.

       EXT. SCHOOL -DAY (DAYDREAM)

       Begin DAYDREAM.

       JUMP CUT to Dan standing directly in front of Alice.  She's 
       in a more confident, seductive pose.  She looks him up and 
       down and flashes a Lauren Bacall smile.

                           ALICE
                 Mmmmmm, you know, you are one major 
                 league fox.

       She puts a hand on Dan's waist.  He grows nervous and 
       awkward, as if he's the shy one now.

                           DAN
                     (stammers)
                 T-T-Thanks Alice...

       EXT. SCHOOL - DAY (BACK TO REALITY)

                           RICK (O.S.)
                 Earth to Alice...

       Alice snaps out of it.  Dan is suddenly back where he was, 
       walking away with a group of his friends.

                           RICK (cont'd)
                 You spacing again?

                           ALICE
                     (hush-hush)
                 Rick, please.

                           DEBBIE
                 Alright, I think I see salvation...

       A battered and sputtering VESPA SCOOTER is zipping towards 
       them through the parking lot.  The BLACK GIRL riding the 
       scooter looks a bit nerdy, with thick glasses and short hair, 
       but makes up for it with a hip sense of style.  Her scooter 
       has been souped up with a few home-made gadgets and 
       attachments.

       As soon as SHEILA KOPECKY reaches them, she hops off her 
       bike, and unstraps the pile of books and papers from the 
       back.  Tons of SMOKE pour out the back of it.

                           DEBBIE (cont'd)
                     (bats smoke away)
                 How can you ride that health hazard?  
                 It's no wonder you have asthma.

                           SHEILA
                 Asthma is an inherited condition.  If you 
                 read a book now and then, you might know 
                 something.

                           DEBBIE
                 Speaking of books, isn't trig your 
                 favorite?

       Sheila stares at Debbie a beat.

                           SHEILA
                 Dynasty again, huh?  Girl, get a VCR.

       Sheila pulls out her asthma inhaler and sticks it in her 
       mouth.  She takes a few puffs.  A cocky, obnoxious BLACK JOCK 
       walks by and comments to Sheila.

                           JOCK
                 Yo, baby, you're sucking on the wrong 
                 nozzle.

       Sheila is embarrassed and falls short of managing a retort, 
       Debbie steps in between Sheila and the jock and does it for 
       her.

                           DEBBIE
                 Hey, needledick.  I bet you're the only 
                 male in this school suffering from penis 
                 envy.

       The jock stares in confusion, not quite understanding the 
       insult.  Our group cracks up and pats Debbie on the shoulders 
       as the jock walks off.

                           SHEILA
                 Alright, I owe you one.

       Debbie suddenly stops laughing and lets out a disgusted GASP.  
       A huge ROACH is crawling around her books.  She shakes the 
       book until the bug falls off, then grinds it under her foot, 
       a little too enthusiastically.

                           RICK
                 Supergirl, I think it's dead.

       The group gets their stuff together and heads for class.

       INT. SCHOOL HALLWAY - DAY

       STUDENTS are moving through the hallway that cuts through the 
       center of Springwood High.

       Kristen is standing against one wall, spinning the dial on 
       her locker.  Rick can be seen a dozen lockers down from her.

       Kristen gets the locker open, grabs a couple of her books, 
       then slams it shut.  But as the locker door swings away, it 
       SUDDENLY REVEALS the faces of Kincaid and Joey just inches 
       from Kristen.  They startle the hell out of her.

                           KRISTEN
                 Hi...guys.

                           KINCAID
                 Hi guys?!?  Hi guys?!?!  That's all you 
                 got to say after last night?

       Kristen studies her two angry friends for a moment, then 
       speaks up in a firm voice.

                           KRISTEN
                 I'm telling you, he's coming back!

       He tries to move around, but bumps his head on something low.

                           KINCAID
                 Yo open this sucker up!!

       He pounds on the metal above. It moves just enough to reveal 
       a thin crack of blue light.  He continues to mutter to 
       himself in confusion.

       He pounds a few more times, starting to panic, when the metal 
       above his head finally pops open.

       EXT. JUNKYARD - NIGHT

       Kincaid sticks his head out of the trunk of a wrecked car and 
       looks around.  He's in an ominous auto graveyard.

                           KINCAID
                 This ain't my dreamland.  KRISTEN.  IF 
                 YOU HERE I'M GONNA POUND YOUR ASS!!

       Kincaid looks around.  No one's to be seen.

                           KINCAID (cont'd)
                     (calling)
                 Kristen!!  Hey, Kristen!!
                     (beat, then sheepishly)
                 Kristen?

       He collects himself and puts on a badass walking gait.  When 
       he hears a low GROWLING, Kincaid looks down.  A few feet away 
       from him is his dog.  It has an odd expression on its face.

                           KINCAID (cont'd)
                 Jason?
                     (relaxes, becomes sympathetic)
                 Listen little sister, we know you got 
                 this talent for bringing folks into your 
                 dreams, but we don't need it anymore.  
                 Time to live like regular people.

                           JOEY
                 Let it rest. 'Sides, who knows, you might 
                 stir him back up if you keep going in.  
                 Kincaid and I'll help, we're still a 
                 team, and we ALL have better things to 
                 dream about.

                           KINCAID
                 You got that right, signed and sealed.

       Kristen wants to believe, but she can't, because:

                           KRISTEN
                 Then what about this?

       Kristen pulls up her sleeve, and reveals the blood-stained 
       bandage on her forearm.

                           KINCAID
                 That don't mean dick.  My dog's like me.  
                 Drag him into a crazy dream and he gets 
                 wild.

       The guys see Rick approaching.

                           KINCAID (cont'd)
                     (jokingly, trying to change the 
                      subject)
                 Here comes your boyfriend.  Can't he give 
                 you a good night's sleep?

       Rick arrives in time to hear Kincaid's comment.

                           RICK
                 We don't kiss and tell.  How 'bout you 
                 guys?

       Kincaide starts to mount a comeback, but Joey pulls him away.  
       Kristen watches them disappear into the crowd.

                           RICK (cont'd)
                 Those guys are kind of spooky.

                           KRISTEN
                 Then you must think I'm a total freak.

       Rick ponders this.

                           RICK
                 I go back and forth.

       Kristen is not amused.

                           RICK (cont'd)
                 Lighten up.  No one died.

       Rick strokes her cheek.  Kristen forces a weak smile.

       INT. KINCAID'S BEDROOM - NIGHT

       Kincaid is getting into bed.  His night time attire consists 
       of a T-shirt and a pair of sweat pants.

       As the sleepy young man settles between the sheets, a FORCE 
       begins to slowly open the door behind him.  It SQUEAKS as it 
       inches open.  Kincaid is on alert.  After a few moments of 
       suspense, Kincaid's mangy dog shoves the door the rest of the 
       way open, and trots into the room.

       The mutt hops up onto the bed and circles a couple of times.  
       When it finally lies down, Kincaid shoves it over a bit.

                           KINCAID
                 Come on, Jason, move over.

       The dog and his master adjust their positions, then Kincaid 
       reaches over and turns off the light.

       CLOSE ON KINCAID

       His eyes slowly shut.  The room is still.  But suddenly a 
       SCREECHING SOUND wakes him.

       INT. CAR TRUNK - NIGHT

       Kincaid opens his eyes.  It's too dark for him to see much, 
       so he reaches for the light on his bedstand.  But instead of 
       finding a lamp, his hand slams against a metal surface.

       EXT. CAR BOX CANYON - NIGHT

       The dog is furiously digging below the back of an imposing-
       looking OLD CADILLAC.  Some strange instinct seems to have 
       overpowered the animal. 

       The boy rushes forward and tries to stop his dog.  But it's 
       no longer acting like a friendly pet, and it turns and snarls 
       at him viciously.

       Kincaid stops and stares in disbelief as the dog lifts its 
       leg and PISSES FIRE onto the spot where it's been digging.

       A FLAMING STREAM runs along the ground, and a moment later, 
       the earth RUMBLES and starts to CRACK OPEN along this line of 
       fire.  Shafts of light erupt out of the crack.

       Its job complete, the dog howls and runs off into the night.  
       Kincaid watches it disappear between the stacks of cars, then 
       steps forward and looks down into the SMOLDERING PIT.

       EXT. FREDDY'S GRAVE - NIGHT

       Down at the bottom of this freshly formed crevice, a pile of 
       BONES is forming itself into a HUMAN SKELETON.  They click 
       together like a machine gun put together by an experienced 
       soldier.  

       And as if that isn't creepy enough, a body is quickly 
       REGENERATING.

       FLESH appears on the bones.  Cartilage knits the joints, and 
       muscle swells within the OOZING TISSUE that is forming all 
       over the body.  It's the antithesis of decomposition.

       When BURNED SKIN forms over the flesh, and clothes reverse 
       their rot and cover the skin, there is no longer any doubt 
       who's rebirth we are witnessing.

       EXT. CAR BOX CANYON - NIGHT

       Kincaid watches in horror as the sinister figure rises from 
       the grave.  FREDDY'S BACK.

       Freddy raises his right hand, and with a flick of his wrist, 
       extends the long shiny BLADES at the ends of the fingers 
       (like switch blades.).

                           FREDDY
                 You shouldn't've buried me...I'm not 
                 dead.

       Kincaid doesn't hesitate for another second.  Before Freddy 
       even starts to move toward him, the terrified dreamer turns 
       and runs.  He finds the opening where he entered, and madly 
       squeezes himself back through it.

       EXT. LABYRINTH OF CARS - NIGHT

       Kincaid starts to weave his way through the maze of piled-up 
       cars.

       He turns a corner and pauses to catch his breath.  He looks 
       around.  There's no sign of Freddy.  Breathing hard, he turns 
       around at the piles of cars around him.  The expression on 
       his face tells us he's got an idea.

       ON FREDDY

       He round the corner and stops, there's no Kincaid.  He looks 
       around, confused.  He HEARS the SQUEAK of metal.

       ON KINCAID

       Who's on top of a pile of cars.  He's straining with his 
       super dream-strength to push the top car off the pile.  He 
       succeeds.

       The car topples down onto Freddy, squashing him flat.  A 
       victorious Kincaid jumps down onto the roof, then hood of the 
       car.

                           KINCAID
                 Take that, mutha-fucker!

       Kincaide jumps to the ground.  As soon as he lands, the cars 
       around him go wild.  HORNS HONK, lights flash, windshield 
       wipers wipe.

       Suddenly before Kincaid can react, cars start to pile in 
       around him.  He spins around to watch as he is quickly boxed 
       in by piles of cars which come crashing in.

       Kincaid is boxed in like a trapped mouse.  The HORNS on the 
       cars around him HONK and headlights flash at him. 

       There is no way out.  He's completely trapped in a space not 
       much larger than a single car.

       Suddenly, Kincaid hears a SCRAPING NOISE right behind him.  
       Freddy's claws are SCRAPING a windshield.

       He spins around, and finds FREDDY standing just inches away, 
       with his knives raised.

       Freddy brings his blades down and jams them into Kincaid's 
       chest.

                           KINCAID (cont'd)
                     (gurgling)
                 Kiss my ass, I'll see you in hell...

                           FREDDY
                     (smiling)
                 Tell them Freddy sent ya!! HAHAHAHA!

       Freddy pushes the knives farther and farther into Kincaid.  
       The tips of the sharp blades POP out of the center of 
       Kincaid's back.  ONE AT A TIME, ACCENTED BY CRUEL SOUND FX.

                           FREDDY (cont'd)
                 One down...two to go...hahahah!

       INT. KINCAID'S BEDROOM - NIGHT

       Kincaid's eyes shoot open and he clutches his chest in agony.  
       His dog wakes and nuzzles up to his dying master, but the boy 
       is oblivious to the dog's tender attention.

       With his final breath, Kincaid tries unsuccessfully to call 
       out Kristen's name.

       INT. KRISTEN'S BEDROOM - NIGHT

       Kristen is sitting in bed with her knees drawn to her chest.  
       Holding her breath, she's listening.  The room is silent.  It 
       must have been the wind tickling the chimes outside her 
       window that drew her attention.

       She sighs, and reaches for the can of hi-caf Cola that's 
       sitting beside her.  
       She takes a final swig, then tosses the can in the waste 
       basket, where it joins a number of other empties.

       Kristen rummages through the drawer in her nightstand, and 
       grabs some cigarettes and matches.  She gets out of bed, 
       crosses to the window, and slides it open.

       She slumps into the chair beside the window, and lights a 
       match by striking it against her thumbnail.  Very cool.  She 
       lights the cigarette and takes a deep drag.

       EXT. ALICE'S HOUSE - NIGHT

       Alice can be seen by the kitchen window.  A sliver of light 
       creeps out of the garage, along with a THUMPING NOISE.

       INT. GARAGE - NIGHT

       Rick is involved in a series of interesting exercises.  He's 
       kicking and sparring with a suspended bodybag, doing martial 
       arts spins between returns.  He wears an oriental bandana 
       around his forehead.

       INT. KITCHEN - NIGHT

       Alice is standing at the sink in front of the kitchen window, 
       finishing up a stack of dishes.  She looks up when headlights 
       sweep across her face.

       EXT. ALICE'S HOUSE - NIGHT

       ALICE'S POV

       A car is swerving into the driveway. It makes an awkward 
       approach, and knocks over a garbage can that's positioned 
       well off to one side.

       INT. GARAGE - NIGHT

       Rick stops his exercises and steps away from the opening 
       electric door.  The car jerks into the garage, and Johnson 
       climbs out.  As he walks uneasily to the house, he takes a 
       quick nip from the bottle he's brought home.  Johnson becomes 
       self conscious when he sees his sone watching him.

                           JOHNSON
                 First one of the day, scout's honor.

       He shuffles by Rick.

       INT. KITCHEN - NIGHT

       Johnson comes in and crosses to Alice.  Rick follows as far 
       as the doorway but holds his position there.

                           JOHNSON
                 I'm late, I know, damn contracts...Let's 
                 eat.

                           ALICE
                 We waited a long time.

                           RICK
                 But we gave up.  As usual.

       Alice takes a salad bowl out of the fridge and places it in 
       front of her father as he sits down at the table.  Johnson 
       stares at the salad in disbelief.

                           JOHNSON
                     (disgusted)
                 You call this vegetation a meal after a 
                 ten hour work day?  What the hell am I?  
                 A rabbit?  Christ, Alice, can't you try 
                 to think a little more?!

       INT. KITCHEN - NIGHT (DAYDREAM)

       Begin daydream.  Alice suddenly SMASHES the salad off the 
       table.  She turns angrily on her father.

                           ALICE
                 Yeah, I can think!  I can think of how 
                 sick I am watching you drink your life 
                 away and taking it out on me!

       INT. KITCHEN - NIGHT (BACK TO REALITY)

       End daydream.  Alice's father is staring at her.  The salad 
       is back on the table.  All is as it was.

                           JOHNSON
                 Do I speak in foreign tongues?  Alice, 
                 I'm talking to you.  Are you awake or 
                 what?

       Alice doesn't answer.

                           RICK
                 Dad, don't start.

                           JOHNSON
                 Start what?  Telling the little 
                 daydreamer to wake up?  It's long 
                 overdue.

       Johnson gets up and heads out.

                           JOHNSON (cont'd)
                 Hell with this.  

                           JOHNSON (cont'd)
                 Aggravation  I don't need.

       INT. ALICE'S BEDROOM - NIGHT

       Alice stands before a mirror that is virtually covered with 
       photos.  She seems lost in though and doesn't see Rick step 
       into the room.

                           RICK
                 Don't you think it kind of defeats the 
                 purpose?

                           ALICE
                 What?

                           RICK
                 The mirror.  You can't see yourself in 
                 it.

                           ALICE
                 I don't want to.

       Alice takes a picture from the mirror, an old black and white 
       of two little children, herself and Rick much younger with a 
       woman.  A picture of happier times.  Crossing to sit on her 
       bed...

                           ALICE (cont'd)
                 Do you ever wonder how things would be if 
                 Mom were alive?

                           RICK
                     (teasing)
                 Yeah.  She'd be half as strict as you.

                           ALICE
                 But she wouldn't let Dad treat me like 
                 that.

                           RICK
                 Look, you gotta stand up for yourself.  
                 Learn to fight back.

       Rick does a spin and karate kicks high into the air.

                           RICK (cont'd)
                 It's all in here.
                     (tapping his head)
                 See yourself fighting.  And your body 
                 obeys.

       Kicking high again.

                           RICK (cont'd)
                 Come here.

       He pulls her up.

                           ALICE
                 Rick...I can't.

                           RICK
                 Never say can't.  Just do what I do.

       He spins, stops.  She spins - sort of.  He kicks.  She kicks.  
       Suddenly her shoe flies off, she hits the floor as her shoe 
       lands in the fish tank.  They both die laughing.

                           RICK (cont'd)
                 Alice-son, you must have balance!

       EXT. JOEY'S HOUSE - NIGHT

       Establishing shot of house.

       INT. JOEY'S BEDROOM - NIGHT

       Posters of rock groups and girls line the walls.  The camera 
       pans them slowly, tilting down past a particularly 
       provocative poster of a sexy bikinied babe.  CAMERA reaches 
       the LED display of a stereo's VU meter, which is hitting all 
       the red peaks.  But we can barely hear any music.

       The CAMERA FOLLOWS a headphone cord away from the stereo, 
       passes some gorgeous pin-up POSTERS on the wall, and then 
       finally reveals Joey stretched out on his waterbed.  He has 
       his TV hooked up to his stereo and is watching MTV, which he 
       HEARS through the headphones.

       They're rocking out to a tune that spills out of his 
       headphones.  He's also flipping through the latest issue of 
       Rolling Stone.  His eyes slowly shut.

       The magazine drops to his chest.

       ALL AT ONCE, a rocking motion starts to make Joey rock back 
       and forth.  Something is causing waves within the waterbed.  
       Joey snaps to.  He notices that the girl in the slutty poster 
       has vanished, leaving only her photographed background.  Joey 
       has no time to be puzzled, however as he rolls over and pulls 
       back the sheets on the bed...

       To Joey's surprise and delight, a beautiful NAKED GIRL is 
       staring up at him from INSIDE HIS WATERBED.

       Not just any girl, but the GIRL FROM THE POSTER.  Her hair is 
       floating around her face, and she's pressing her body up 
       against the inside of the clear plastic.  Her voice can't be 
       heard, but it looks like she's mouthing Joey's name.

                           JOEY
                 What a great bed!!

       Entranced, Joey spreads his arms out over the girl and tires 
       to hug her.  He's in heaven.  She starts to slowly drift away 
       from him, DROPPING DOWN into the water until her features are 
       no longer clear.

       SUDDENLY, the swimming figure bobs back up to the surface of 
       the bed.  But it's no longer a beautiful girl.  IT'S FREDDY.

       Our old pal smiles up at Joey and the blades of his knives 
       push against the surface of the vinyl mattress.

       Joey cries out, but before he has time to react, Freddy's 
       arms rip up through the plastic and grab a hold of the boy.  
       As water gushes all over, Freddy's demonic face pops up 
       behind him.

                           FREDDY
                 How's this for a wet dream?

                           JOEY
                 Noooo!!!!  Kristen!  Help!

       Freddy pulls Joey back down beneath the surface of the bed 
       and holds him under.  Joey thrashes, but its hopeless.

                           FREDDY (O.S.)
                 Two down.  One to go.  Hahahaha!

       CAMERA moves back around the room to the LED meter, watching 
       as it dies down to nothing.

       INT. KRISTEN'S BEDROOM - NIGHT

       Kristen is sitting on her window seat, finishing off another 
       cigarette.  She blows smoke out the window, then uses the 
       butt to light a fresh cigarette.

       INT. JOEY'S BEDROOM - NIGHT

       Joey's MOTHER comes in to say goodnight.

                           MOM
                 Joey, are you asleep already?  Joey?

       She gets to the bed. 

                           MOM (cont'd)
                 C'mon, give your mother a kiss.

       She pulls down the covers to reveal Joey in the bed.  She 
       screams.

       Joey is floating motionless INSIDE THE WATERBED.  His face 
       pressed up against the unbroken vinyl surface, his hair is 
       billowing back in the still-swirling current, and his eyes 
       are open in an eerie death stare.

       INT. KRISTEN'S BEDROOM - NIGHT

       A gentle breeze is blowing in the window and Kristen closes 
       her eyes for a few seconds as she lets the fresh air wash 
       across her tired face.

       Suddenly the wind dies away and the soft sound of the 
       tinkling chime ABRUPTLY STOPS.  Kristen opens her eyes and 
       stares out the window.  The night air is absolutely still.  
       The leaves have stopped fluttering and the wind chime hangs 
       motionless in the tree.

       She hears someone calling her, so she gets up and goes out.

       EXT. FRONT DOOR - NIGHT

       Kristen comes out and starts to walk slowly away from the 
       door.  She is listening to the FAINT SOUND that is wafting 
       through the air, but she isn't really sure just what it is.

       As Kristen steps away from the house, the CAMERA MOVES with 
       her in a CONTINUOUS SHOT. So when she turns and heads back, 
       the CAMERA is still following her.  And what Kristen sees 
       makes her scream.

       EXT. ELM STREET HOUSE - NIGHT

       Her home is now gone.  Standing in its place is the decaying 
       ELM STREET HOUSE. Kristen spins around.

       INT. WEIRD THIN SPACE BETWEEN WALLS WITH CHAIN CURTAIN

       She's in a long, weird, thin space between the walls.  She 
       passes through a chain curtain and moves further in, the 
       corridor is filled with WAILING and STRANGE SOUNDS.

       INT. WEIRD THIN SPACE BETWEEN WALLS WITH CHAIN CURTAIN

       Kristen tries to navigate through the thin space.  She 
       SCREAMS and starts running as arms begin bursting out of the 
       sides of the corridor.  She ducks as they grab for her.  
       They're Freddy-arms, each one weilding his deadly claw.

       The arms force her down the next segment of the corridor.  As 
       she looks ahead she sees she's been led straight to Freddy.  
       He LAUGHS.

                           KRISTEN
                 I knew you'd be back.

                           FREDDY
                 And then there were none...

       Freddy charges towards her. She turns and runs, but suddenly 
       Freddy is right in front of her.  She stops cold and 
       concentrates.

                           KRISTEN
                 Kincaid!  Joey!

       There's no answer.  No response.

                           FREDDY
                 Elm Street's last brat.

       Freddy steps forward and raises his blades.  He's about to 
       strike.  Trapped, Kristen raises her hands in a final futile 
       attempt at self-defense.

       But before Freddy can swing his deadly blades down at her, 
       Kristen's outstretched arm suddenly BURSTS INTO FLAME.  She 
       screams and then we CUT TO

       INT. KRISTEN'S BEDROOM - NIGHT

       Freddy's "last brat" line ECHOES a few times before FADING 
       out as Kristen comes awake.

       Kristen jumps out of the chair as FLAMES shoot out of her 
       wastebasket.  Her cigarette has started a small fire.  She 
       grabs her can of soda and pours the rest out onto the fire, 
       putting it out.  She nurtures a small burn on her hand.

       She turns to the window and cries out under her breath:

                           KRISTEN
                 Joey!  Kincaid!

       EXT. SCHOOL STEPS - MORNING

       It's right before school starts, the grounds are deserted 
       save for Kristen.  She sits alone on the steps, rocking 
       herself slightly.  She's looked better.  She's nervous and 
       agitated.

       She reaches into her pocket and withdraws a cigarette.  She 
       takes out a match, ignites it by striking it against her 
       thumbnail, and lights the cig.  After a deep inhale she blows 
       smoke into the morning air.

       Alice appears.

                           ALICE
                 Here you are.  Where were you this 
                 morning?  Rick's looking all over for 
                 you.

                           KRISTEN
                     (very anxious)
                 Have you seen Joey and Kincaid!  God, I 
                 can't find them.  I can't find them 
                 anywhere.

                           ALICE
                 I'm sure they're around.

                           KRISTEN
                     (afraid)
                 Yeah, I'm not so sure.

       Alice sits beside Kristen.  Kristen looks at her.  Each girl 
       has bags under their eyes.

                           KRISTEN (cont'd)
                 We have matching luggage again.

       Alice looks at Kristen, puzzled.  She doesn't get it.  
       Kristen smiles and puts her finger on the bags under one of 
       Alice's eyes.

                           KRISTEN (cont'd)
                 The bags under your eyes.  Nightmares?

       Alice nods "yes".

                           KRISTEN (cont'd)
                 God I hate dreaming.

                           ALICE
                 I love to dream, I just hate ones about 
                 my dad.

                           KRISTEN
                 You could do worse.

       Kristen stamps out her cigarette.

                           KRISTEN (cont'd)
                 How do you deal with your nightmares?

                           ALICE
                 My mom taught me when I was little.  Did 
                 you ever hear of the dream master?

                           KRISTEN
                 Sounds like a game show host to me.

                           ALICE
                 No really, it's a fable.  The 'guardian 
                 of good' dreams.  It was like my teddy 
                 bear when I was growing up.

                           KRISTEN
                 Great, you wouldn't happen to know his 
                 phone number?

       Alice laughs.

                           KRISTEN (cont'd)
                 So what do you do now?

                           ALICE
                 I daydream.  you have to dream about some 
                 place fun.  Remember you're in control.

                           KRISTEN
                 How'd you learn so much about dreams?

                           ALICE
                 When they're all you have, you kinda 
                 become an expert.

       Kristen gives Alice a sympathetic look.  The two girls sit in 
       silence for a moment.

                           KRISTEN
                 I used to bring people into my dreams.

       Alice doesn't know what to make of this.

                           ALICE
                 You what?

                           KRISTEN
                 When I used to have nightmares.  I 
                 brought my friends in to help me.  Until 
                 they all started dying.

       Kristen notices that Alice isn't getting what she's talking 
       about.

                           KRISTEN (cont'd)
                 Never mind.  It's too complicated.  Let's 
                 get in before your brother starts a 
                 search party.

       INT. BRYSON'S CLASSROOM - DAY

       A teacher, a young hip man named BRYSON writes on the board 
       as the final stragglers come in.  Kristen and Alice enter, 
       meeting Rick who's there already.

       Kristen takes on look at the roomful of STUDENTS and all the 
       blood drains from her face.  She isn't looking at the 
       students who are there.  She is staring at TWO EMPTY SEATS.  

       Kristen starts to tremble a MURMURING begins deep inside her 
       and builds to a tortured CRY as she shakes her head "no".

       Kristen starts to back away.  Her knees are getting weak.   
       The other students are mesmerized by the outburst.  Some of 
       them are glancing over at the empty seats.

                           RICK
                 What is it?

                           KRISTEN
                     (screaming)
                 Oh God!  He killed them!

       Rick takes hold of her arm, but she's really losing it now, 
       and she pulls herself away from him with all her strength. 

       The momentum of this violent move throws her off balance and 
       she falls back, slamming against the door.  She strikes her 
       head, slumps to the floor, knocked out.

       INT. SCHOOL NURSE'S OFFICE - DAY

       A SCHOOL NURSE is passing an ampule of smelling salts under 
       Kristen's nose.  She shakes her head, then opens her eyes.  
       The Nurse leans down over her and smiles.

                           NURSE
                 Feeling better now?

                           KRISTEN
                     (groggy)
                 Yeah.  I guess so... What happened?

                           NURSE
                 You had a nasty bump.

       As Kristen's sense of focus returns, she looks up at the 
       Nurse with an expression of extreme urgency.

                           KRISTEN
                 I gotta get out of here.

                           NURSE
                 You just stay put.  You need rest.

                           KRISTEN
                 You don't get it, he's after me...

                           NURSE
                 Don't worry, honey

       The woman turns and sets down the smelling salts.  Her back 
       begins to bleed, blood soaks through her white uniform, 
       saturating the fabric, Kristen's eyes widen in horror.  When 
       she turns back an instant later, she's no longer the Nurse.  
       Now standing above Kristen is FREDDY.

                           FREDDY
                 I need to draw some blood...

       Kristen lets out a scream.

       INT. SCHOOL NURSE'S OFFICE - DAY

       Kristen's eyes suddenly SNAP OPEN.  The Nurse is passing an 
       ampule of smelling salts under the girl's nose.  The woman 
       leans down over her and smiles.

                           NURSE
                 Feeling better now?

       Kristen doesn't say a word.

       ROCK AND ROLL MUSIC builds on the soundtrack as we...

       EXT. DINER - DAY

       MUSIC is blasting as CARS pull up and KIDS make their way 
       into the CRAVE INN.

       INT. CRAVE INN - DAY

       CU of jukebox.  PULL BACK as Dan and his buddy walk fro the 
       jukebox to their table.  Dan passes by the counter and 
       glances at Alice.

                           DAN
                 Hi, you seen Rick around?

       Alice is surprised and almost drops an order.  She shakes her 
       head.

                           ALICE
                 No...

                           DAN
                 You're his sister, right?

                           ALICE
                     (smiles)
                 Rick stayed later after school with 
                 Kristen.  She wasn't feeling very well.

                           DAN
                 Tell him I was looking for him, okay?
                     (his eyes smile)
                 I'm Dan.

                           ALICE
                     (looking down)
                 I know.  Uh...Alice.

       Dan is already walking away toward his table.  Alice picks up 
       an order and watches Dan walk away.  Debbie, who is also a 
       waitress, steps in.

                           DEBBIE
                 Sorry, Alice.  You're shift's over.  My 
                 table now.

       Debbie walks to Dan's table.  Sheila catches Alice off-guard. 
       (They both watch Debbie talking to Dan.)

                           SHEILA
                     (mimicking Debbie)
                 Hi, handsome.  Care for some buns?

       Alice turns to see Sheila in front of her with a check.  They 
       both laugh.

                           ALICE
                 You in a hurry?

                           SHEILA
                 I gotta get to the library before it 
                 closes.  Killer physics test.

                           ALICE
                 I know.  I hardly have any time to study.

                           SHEILA
                 Maybe you shouldn't be working here so 
                 much.  You don't want to get stuck 
                 waiting tables for the rest of your life.

                           ALICE
                 I know.

       Debbie returns from Dan's table.

                           DEBBIE
                 He's so cute.  I wonder where he works 
                 out.

                           SHEILA
                 Please save us, Deb.  There IS life after 
                 exercise.

                           DEBBIE
                 One of these days I'll fix you up with a 
                 real guy.  Teach you to get your 
                 priorities straight.

                           ALICE
                 I think Sheila's more interested in 
                 dissecting bodies than just admiring 
                 them.

                           DEBBIE
                 Give her time.  Beauty is skin deep.

                           SHEILA
                 Deb, you're hopeless.  Later in life 
                 you'll appreciate my motto: mind over 
                 matter.

       Sheila gathers her books.  Alice starts cleaning the table 
       nearby as Rick and Kristen walk in.  They startle Alice.

                           RICK
                     (urgently)
                 Alice, you think you can leave?

                           ALICE
                 What's wrong?

                           RICK
                 Kincaid and Joey died last night.

                           ALICE
                 What?

       Over at the next table, Dan sees Rick.

                           DAN
                     (yells)
                 Hey, Rick!

                           RICK
                     (to the girls)
                 Excuse me, ladies.  I'll just be a 
                 moment.

       Rick takes off for the table.  Alice and Kristen huddle 
       closer.

                           ALICE
                 Kristen, what happened?

                           KRISTEN
                 You'll hear all kinds of stories.  
                 They'll tell you it was murder, but it 
                 wasn't.

       Alice tries to comfort Kristen who is now crying.

                           KRISTEN (cont'd)
                 How could I let him get them?  Kincaid, 
                 the badass motherfucker with the heart of 
                 gold.  And Joey, shy, sweet Joey.  So shy 
                 and so oversexed.

       Kristen smiles through her tears.  Good memories.

                           KRISTEN (cont'd)
                 We were a team.

       Alice is speechless.  Suddenly Kristen turns hard.

                           KRISTEN (cont'd)
                     (steely)
                 I'm gonna get that sonofabitch.

                           ALICE
                 Who?

       Kristen doesn't seem to hear her.

                           KRISTEN
                     (yelling)
                 Rick!  C'mon!  We gotta go now!

       Rick comes over with Dan who looks concerned.

                           KRISTEN (cont'd)
                 Before it's too late.

       INT. RICK'S CAR - DAY

       Dan's seated in the backseat.  He looks slightly silly 
       sitting next to the shy Alice, who's desperately trying not 
       to make eye contact with him.  She sneaks little peeks.

       Debbie is seated in back on the other side of Dan.  She's 
       trying very hard to make eye contact with Dan.  Rick's in 
       front with Kristen.

       A conversation is in progress.  Kristen is finishing up a 
       story.

                           KRISTEN
                 Now you know who and what Freddy really 
                 is.

                           RICK
                 I though Freddy was just an old town 
                 story.

                           KRISTEN
                 It's no story.  It happened.  Freddy's 
                 real and he's back.

                           DAN
                 Hey, c'mon!  Everybody has nightmares.

                           KRISTEN
                 You don't know what nightmares are.  You 
                 play by Freddy's rules.  Wake up or die.

                           DAN
                 Nice neighborhood.

       Everyone in the car has been leaning in towards Kristen, 
       engrossed in her story.  Rick grows uncomfortable with the 
       crowding, as if he had a strong aversion to tight spaces 
       which we would like to telegraph for later exploitation.

                           RICK
                 Hey, c'mon!  Give me some room!  I hate 
                 tight spaces.

       Those in the back seat back off.  Kristen speaks up.

                           KRISTEN
                 We're here.

       EXT. ELM STREET HOUSE - LATE AFTERNOON

       Rick's car and Dan's truck pull up in front of the boarded 
       up, run down house.  They get out of their respective cars 
       and meet on the front of the walkway, surrounded by a weed 
       infested front lawn.

                           DAN
                 So, why the haunted house?

                           KRISTEN
                 Kids died there.

                           DAN
                 Huh?

                           RICK
                     (whispers to Dan)
                 I'll tell you later.

                           KRISTEN
                 It's no just a house. It's his home.  
                 He's waiting there for me...to dream.

                           RICK
                 It's okay, babe.  We're with you.

                           KRISTEN
                 I told you you can't help.  This isn't a 
                 normal nightmare. I'm doomed.

                           DAN
                 I don't get it.

                           RICK
                     (whispers pulling him aside)
                 Let me talk to you.

       Alice takes Kristen aside.  Continue scene with Dan and Rick.

                           DAN
                 So what's up?  What'd I miss?

                           RICK
                 She told us the story of Freddy.  It's a 
                 town legend.  He was a child killer who 
                 was freed on a technicality.

                           DAN
                 So?

                           RICK
                 It pissed off a lot of parents.  
                 According to Kristen, they hunted him 
                 down; roasted him alive.

                           DAN
                 Nice neighborhood.

                           RICK
                 Now it gets weird.  She says he comes 
                 back in dreams.  If he kills you there, 
                 you're dead for real.

       On Kristen and Alice.

                           KRISTEN
                 I'm beginning to feel like an endangered 
                 species.

       Alice is staring at the house.  She suddenly speaks, almost 
       to herself.

                           ALICE
                 "Now I lay me down to sleep..."

       Kristen glances over at Alice who notices Kristen's 
       attention.

                           ALICE (cont'd)
                 The dream master.  I think I remember the 
                 rhyme.  "The master of dreams, my soul 
                 I'll keep..."

       She falters, stops.

                           ALICE (cont'd)
                 Sorry, I forgot the rest.

                           KRISTEN
                 It's okay.  It's only a prayer, no good 
                 to Freddy's realm.

       A car's HONKING commands the kids' attention.  ELAINE, 
       Kristen's mom, pulls up.  She shouts at Kristen from the car.

                           ELAINE
                 Kristen!  Get the hell away form that 
                 house and get in this car.  Andele!

       Rick, Debbie and Dan walk over to Kristen and Alice.  Kristen 
       starts to head for the car.  Rick puts a hand on her 
       shoulder.

                           RICK
                 Don't go if you don't want to.  I can 
                 take care of you.

       Elaine impatiently HONKS the HORN again.

                           KRISTEN
                 I better go.

       Rick leans in and gently kisses her.

                           RICK
                 I'll call you tonight.  We'll get through 
                 this.

       They are near the curb, Alice stops as something on the 
       walkway catches her attention.  There are traces of a chalk 
       drawing on the concrete.  Alice bends down and runs a finger 
       across its surface.

                           RICK (O.S. cont'd)
                 Alice?

       She looks up to Dan and Rick.  She starts to join them.  
       Before she goes, she turns and looks back down.  The drawing 
       is gone.  She stares at the walkway a beat before joining 
       Dan, Rick and Debbie.

       INT. KRISTEN'S DINING ROOM - LATE AFTERNOON

       Elaine is silently watching her daughter eat.  You could cut 
       the tension with a knife.  Finally, Elaine speaks up.

                           ELAINE
                 Something the matter with the cuisine?

                           KRISTEN
                 Well Mom, I'll tell ya, when two of your 
                 friends die the same day, you let me know 
                 what it does to your appetite.

                           ELAINE
                 You're just tired.  Don't think I haven't 
                 noticed your not sleeping.  That has to 
                 stop, honey.

       Kristen quickly stands, but she's dizzy.  She grabs a hold of 
       the table to steady herself, then sits back down again.

                           KRISTEN
                     (concerned)
                 What's wrong with me?

                           ELAINE
                 Your distraught.  It'll help...

       There's a straightened tone in her mother's voice that is 
       making Kristen's eyes open wide.  She's starting to 
       understand what's happening.

                           KRISTEN
                 Oh, God...No...What'd you do?

       Kristen grabs her glass, and pours the last of her milk out 
       onto the table.  There's a grainy sediment remaining in the 
       bottom of the glass.

       When Kristen stands again, she's unsteady on her feet. She 
       tries to brace herself on the back of her chair with one 
       hand, and when she does this, she loses her grip on the empty 
       milk glass and it falls and shatters on the floor.

       With a wobbling gait, Kristen lurches away from the table.

       Kristen stumbles around, grabs her mother's purse and dumps 
       its contents on the counter.  Fumbling around, she finds a 
       half-full container of prescription capsules.  She turns and 
       throws it at Elaine.  Pills fly everywhere.

                           ELAINE
                 I'm sorry honey, but...

                           KRISTEN
                     (screaming)
                 Sorry!! Sorry that you and your tennis 
                 pals torched this guy who's now after me.  
                 In case you haven't been keeping score, 
                 it's his fucking banquet, and I'm the 
                 LAST COURSE!!

                           ELAINE
                 Honey, we went over this in therapy.

                           KRISTEN
                 Mother, you've just murdered me.  Take 
                 that to your goddamn therapy...

       ON DESERTED BEACH

       Wearing club med beach wear, Kristen is lying on a towel on a 
       beach that runs along the edge of a broad lake.  The sun is 
       high and the sky is blue.

                           KRISTEN (cont'd)
                     (softly to herself)
                 Thanks, Alice.

       She slowly glances around the beach.  Down near the water, a 
       LITTLE GIRL is building a SAND CASTLE.

       When the child turns and looks at her, Kirsten sees that it's 
       the same little girl that she saw drawing a picture on the 
       sidewalk.

       JUST OFF THE SHORE

       The glassy surface of the water is unexpectedly broken by FIN-
       LIKE OBJECTS that rise up and slice through the surf.  At 
       first it looks like a shark, but as it gets closer, we can 
       clearly see that it is FOUR BLADES in ascending height.

       ON THE BEACH

       Kristen looks back at the Sand Castle, but the little girl is 
       gone.  She does not notice the fins.

       MOVING WITH THE FINS

       They turn and head straight for shore, directly in line with 
       the Sand Castle and Kristen beyond it.  When they reach the 
       shore, they continue straight on, cutting THROUGH THE SAND 
       now instead of the water.

       ON THE BEACH

       The knife-like fins move through the sand and enter the front 
       of the Elm Street Sand Castle.  At this point, the sand 
       castle CHANGES INTO A SAND CASTLE OF THE ELM STREET HOUSE, 
       then EXPLODES, revealing:

       Freddy, squinting against the harsh sunlight.  Freddy pops on 
       a pair of Ray-Bans.  He smiles as he steps forward and stands 
       over Kristen, his backlit form is towering above her.

                           FREDDY
                 Time to turn, or else you'll burn!

       Kristen is sunken halfway into the sand, preventing escape.

       Freddy raises his claw as if to attack Kristen and the shadow 
       of the claw BURNS BLISTERS onto her otherwise pale skin.

       Freddy saunters over, unaffected by the quicksand.  He 
       watches the girl struggle and laughs when her screaming mouth 
       fills with sand as she SINKS BELOW THE SURFACE

       INT. ELM STREET HOUSE - UPSIDE DOWN DINING ROOM - NIGHT

       Kristen appears, hanging upside down on all fours on the 
       ceiling of the room. She's disoriented.  She starts to get 
       some kind of bearing and starts crawling towards a wall.

       She makes it and struggles to reach a door.  She crawls down 
       the wall and manages to open the door.  She flings herself 
       through it.

       Kristen is horrified to discover that she is back in the 
       boiler room.  The place is really strange now. There's a fire 
       and steam all around

       She realizes she's standing on a catwalk high above the room.  
       She looks around and sees that Freddy is standing in front of 
       a furnace, watching her with a grin on his face.

       With a defiant cry, Kristen runs at Freddy.  She does a 
       series of cartwheels and throws herself at her tormentor, 
       crashing into him.

       Caught off guard, Freddy stumbles backwards and falls onto 
       the grating.

                           FREDDY
                 Do it til ya dizzy...hahahahaha!

                           KRISTEN
                 We beat you before!

                           FREDDY
                 But you're all alone!

       Freddy advances on the terrified girl.

                           FREDDY (cont'd)
                 Hey, Kristen!  Why don't you call in some 
                 help?

       Freddy closes in.  Kristen struggles not to drag anyone in.

                           KRISTEN
                 Never...I'm the last.

       Freddy's almost on top of her.

                           FREDDY
                 Reach out and touch someone.

       Freddy raises his claw to slash Kristen.  She panics and on a 
       reflex, calls for:

                           KRISTEN
                 ALICE!!

       Suddenly, Alice comes crashing down ON TOP of them.  Kristen 
       is enraged.

       But Freddy is happy.

                           FREDDY
                 How sweet!  Fresh meat!

       Kristen suddenly SLAPS Alice HARD across the face.

                           KRISTEN
                 Come on!!  Wake up and get OUT!!  It was 
                 a mistake, oh God I'm sorry.

       Nothing happens, Kristen starts to back up, taking Alice with 
       her.  Freddy pulls open his shirt and reveals the TORTURED 
       FACES of the souls of his previous victims.

                           KRISTEN (cont'd)
                     (stepping forward)
                 Leave her alone!!!

       Freddy grabs Kristen, and as Alice reacts in utter horror, he 
       throws her into a nearby wall in which appears a burning sea 
       of flames.

       Kristen writhes as she burns.

       As the flames finish off the doomed girl, a BLAST OF ENERGY 
       shoots out of the steaming furnace and slams into Freddy.

       His body crackles, he arches his back and seems to grow as he 
       CONTORTS and PULSATES.

                           FREDDY
                 NOW, NO ONE SLEEPS!  AHHHH!

       He starts to advance on the terrified Alice.  As Kristen 
       roasts to a fiery death, she calls out to Alice.

                           KRISTEN
                     (pained)
                 You'll need my power...

       A second bolt of energy flies from Kristen's body inside the 
       furnace and SLAMS into Alice, causing her to glow and shake.

       Freddy closes in for the kill and is about to slice into 
       Alice.

       KRISTEN'S SMOLDERING FACE pushes out and emerges onto 
       Freddy's chest.

       INT. ALICE'S BEDROOM - NIGHT

       Alice sits bolt upright in bed, screaming.  She takes a few 
       breathes, gets her bearings then walks towards her vanity. 
       She stares at the mirror.

       One of the pictures on it is new.  It's a snapshot of a 
       beaming Freddy and a terrified Kristen down in the boiler 
       room.  Freddy smiles for the camera.  Alice stares at it.  
       She turns it over.

       There's an inscription on the back.  It reads FREDDY AND 
       KRISTEN, HELL, 1988.  The picture suddenly BURSTS into flames 
       and disintegrates, startling Alice.  She looks back at the 
       mirror.  The hole the picture has left on the reflective 
       surface allows Alice to see a portion of her face. Her 
       reflection is subtly altered, more enhanced.

       Rick bursts in.

                           RICK
                 You alright?

                           ALICE
                     (barely a whisper)
                 Kristen...

       She grabs him and pulls him out of the room.

       EXT. KRISTEN'S HOUSE - STREET - NIGHT

       Rick and Alice pull up to Kristen's house and get out of 
       Rick's car.

       EXT. KRISTIN'S HOUSE - NIGHT

       The dancing orange of flames can be seen in Kristen's 
       upstairs bedroom window.

       Rick and Alice charge into the house.

                           RICK
                     (calling out)
                 Kristen!

       INT. KRISTEN'S BEDROOM - NIGHT

       Rick, Alice and Elaine enter the room.  The bed is in a blaze 
       of FLAMES.  The last of Kristen is just a CHARRED ARM.

       EXT. SCHOOL - DAY

       Rick is sitting on a bench wearing dark sunglasses. The 
       oriental bandana ties tightly around his forehead.  He's in 
       mourning.  Seated around him are Alice, who's dressed a bit 
       like Kristen, Debbie and Dan.  Silence surrounds them.  Each 
       is respectful of Rick's mood.

                           DAN
                 Hey man, we're all sorry...

                           RICK
                 She knew she was gonna die.

                           DEBBIE
                 You mean it was like, suicide?

       Dan cuts in, not letting Debbie finish her sentence.

                           DAN
                 I thought it was an accident.  Smoking in 
                 bed.

                           ALICE
                 It was no suicide.  It was not an 
                 accident.  It was Freddy, and he's coming 
                 back for seconds, thirds, and fourths.

                           DEBBIE
                 Come on, Freddy's not real.  She couldn't 
                 have been serious?

                           DAN
                 I mean, you can't really believe that.

                           ALICE
                 I was there in the dream.  He took her.  
                 It was awful.  It was awful...

                           DAN
                 "In her dream"?

       Alice gets up and abruptly walks away from the bench.  Rick 
       takes off his glasses and watches his sister go.

                           RICK
                 Something's very wrong here.

                           DEBBIE
                 What?

                           RICK
                 For a minute she...well, reminded me of 
                 Kristen.

                           DAN
                 Weren't they close?

       A beat.

                           RICK
                 Not that close.

       INT. GIRL'S RESTROOM - DAY

       Alice stares at her reflection for a few moments. She studies 
       it.  She leans in real close to the mirror's surface.

       She takes out a cigarette, sticks it in her mouth and lights 
       it by striking a match against her thumbnail, eerily 
       reminiscent of Kristen.

       She takes a drag and COUGHS violently.  She quickly stamps it 
       out.  She looks into the mirror.

                           ALICE
                 I don't smoke.
                     (beat)
                 Kristen, what did you do to me?

       Sheila enters the restroom, heads for a faucet next to Alice, 
       and immediately splashes her face with cold water.  Alice 
       watches her.  She gets a look at Sheila's tired face.

                           SHEILA
                 Ohhhhbaby, I am dead on my feet.

                           ALICE
                 We have matching luggage.

                           SHEILA
                 What?

       Again, reminiscent of Kristen, Alice points to a spot under 
       Sheila's eye.

                           ALICE
                 You've been up all night?

                           SHEILA
                 That obvious, huh?

                           ALICE
                 Then you saw him, too?

                           SHEILA
                 Saw who? I was up all night cramming for 
                 this physics test, and I was putting this 
                 little baby together.  Look...

       Sheila reaches into her purse and withdraws a small, neat 
       looking gadget, not unlike a joy buzzer, only this means 
       business.  She squeezes it and it emits a HIGH-PITCHED WHINE.

                           SHEILA (cont'd)
                 You know how Debbie's afraid of bugs?  I 
                 made this for her. Ultra high sound 
                 waves.  Makes 'em run screaming their 
                 antenna off.

       Sheila collects herself and starts to leave.

                           SHEILA (cont'd)
                 See ya in class.

       She exits, leaving Alice alone in the rest room.

       INT. PHYSICS CLASSROOM - DAY

       The STUDENTS are sitting at their desks, waiting for the 
       dreaded exam.  Sheila starts to wheeze a little, but she 
       takes a hit off of her aspirator, and that settles her down.  
       She looks exhausted.

       While the TEACHER places test papers face down in front of 
       each of the students, Sheila checks out her CLASSMATES.  
       Alice and Rick are there, and so is Dan.

       When the teacher finally gets to Sheila, he drops the test in 
       front of her, giving her a little slap on the back.

       The teacher glances up at the clock above the blackboard, 
       then turns to the students.

                           TEACHER
                 Alright...you have forty minutes.  Good 
                 luck and go to it.

       Test papers are turned over.  The examination has begun.  
       Concentration, scribbling, thinking, cheating, satisfaction, 
       and despair.  It's all there.

       Sheila is staring at her paper.  She holds her eyes open 
       wide.  They slowly shut, for a second.  She recovers and 
       opens her eyes wide again.  She stares back at the paper.

       

       INT. PHYSICS CLASSROOM - DAY (DREAM BEGINS)

       ON THE TEST

       The equations dance about on the page like acrobats.  Sheila 
       blinks in confusion, yet they still move.  She takes a look 
       around.  All the other students are working, including Alice.

       Sheila's pen is poised over her paper, her eyes get heavy, 
       her head droops forward, but she again snaps to with a start.

       She shakes her head and looks down at her test.  Sheila puts 
       her pencil to paper and tries to fill in an answer, but no 
       writing appears on the paper.

       Blinking again, the equations on the page start to dance.  
       Slowly the letters start to form words again.  They spell out 
       LEARNING IS FUN WITH FREDDY.

       Sheila shakes her head and looks around.  Then she looks down 
       at her page where a drop of blood splatters.  Her pen is 
       leaking blood.

       Alice, awake, turns and notices Sheila's troubles.  No one 
       else in the classroom reacts.

       Sheila tries to clean the blood with her hand, making an even 
       bigger mess.  Then HER HAND PUSHES RIGHT INTO THE DESK.  She 
       struggles to free it, but she's pulled even further.  

       Suddenly she pulls it free, looks around, relieved.  The 
       tension mounts, then suddenly a mechanical beastie type claw-
       thing jumps out of the desk and grabs hold of Sheila's arm. 
       She yells.

       Alice turns and sees Sheila struggling.  Alice starts to rise 
       when a bar shoots out across her lap and straps her in. She 
       struggles to help Sheila.  But all the other students are 
       calmly involved in the test.

       Sheila looks forward at the teacher's desk.  Freddy sits at 
       the table, peeling an apple with a claw.

                           FREDDY
                 School's out.

       Finally Sheila pulls her arm free, but the bar slips around 
       her waist, entrapping her.

       Freddy heads down the aisle.

       Sheila's breathing all but stops.  She tries to scream, but 
       can only choke and wheeze.

                           FREDDY (cont'd)
                 Suck me sideways...Save your breath.

       Freddy yanks Sheila to him and kisses her hard on the mouth 
       and begins to suck, literally drawing the air from her lungs.

       The Freddy-created-vacuum is intense.  Sheila's ribs are 
       drawn into themselves and CRACK IN HALF.  Her body is 
       imploding as her insides, life essence, is sucked completely 
       dry.

       Young skin now cracked and peeling brown.  The rind you throw 
       away.  Freddy lets go of Sheila's shell and it drops to the 
       desk with a dusty THUD.

                           FREDDY (cont'd)
                 Sorry, you fail.

       Freddy turns to the terrified Alice. He walks over, 
       screeching his talons on the blackboard.

       INT. PHYSICS CLASSROOM - DAY (BACK TO REALITY)

       Suddenly, Freddy is gone and Sheila is lying across her desk, 
       choking for air, while the teacher and students gather 
       around.  Alice fumbles with Sheila's inhalator, forcing it 
       into her mouth, but

       Sheila's head just droops to one side.  Dead.

       Alice is suddenly hit by a JOLT.  She recovers after a shaky 
       moment.

       Sheila's home-made zapper falls out of one pocket and falls 
       on the floor.  Alice quickly scoops it up.

       Rick, Dan and Debbie surround her.  Alice starts to freak.

                           ALICE
                 Didn't you see it?  He was here.

       They all stare at her strangely.  Rick leads her carefully 
       from the classroom, supporting her exhausted body.  The other 
       students file out.

                           STUDENT
                 The test wasn't that bad...

       EXT. SCHOOL - DAY

       School's been let out for the day and dozens of STUDENTS are 
       standing around the parking lot, watching the paramedics lift 
       a nylon sheet-covered body into a waiting ambulance.

       Sheila's friends watch in silence as the vehicle pulls away.  
       A BURP OF SIREN to part the crowd of teens.

                           DEBBIE
                     (fighting tears)
                 Asthma attack...what 17-year old has a 
                 fatal asthma attack?  She was gonna be a 
                 doctor.

                           ALICE
                 It was Freddy.

                           DEBBIE
                 Enough of that crap.

                           ALICE
                 I saw it. It was my dream.  I brought 
                 Sheila in...

       A horrible realization dawns on Alice.

                           ALICE (cont'd)
                 Oh God, I brought her in, like Kristen 
                 did with me...

       Rick tries to help, touches.

                           RICK
                 C'mon...

       Alice breaks free, leaves.

                           ALICE
                 No, don't!  I gave Sheila to him and now 
                 she's dead!

                           DAN
                 Kristen's story really got to her.

                           RICK
                 I'm not so sure it's a story.  I mean, 
                 look around, we're dropping off like 
                 flies here.

       INT. ALICE'S BEDROOM - NIGHT

       Alice empties her pockets on her vanity table.  She comes up 
       with Sheila's gadget.  She begins to tinker with it, she 
       hefts it, sizes it up.  She sets it down and looks up at the 
       mirror. 

       She hesitantly reaches out and pulls another photo off the 
       mirror, revealing more of her reflection. 
       It's a picture of her and Sheila, she puts it down. Alice's 
       image is prettier, stronger.

       She HEARS A NOISE from downstairs and leaves her room to 
       investigate.

       INT. KITCHEN - NIGHT (DREAM)

       Alice enters the kitchen.

                           ALICE
                 Rick?

       Alice flicks on the lights.  She gasps.  Her father is 
       sitting at the table.  He looks up at her, smiles warmly.

                           JOHNSON
                 Hi.  I heard about what happened at the 
                 school.  I guess I haven't been very much 
                 of a father through this.

       Alice shrugs.

                           ALICE
                 It's not your fault.

                           JOHNSON
                 Nah, I've been using that excuse since 
                 your mother died.

       He crosses to the fridge, opens the door, and bends down to 
       take a look.  The door blocks Alice's and our view of him.

                           JOHNSON (cont'd)
                 But I promise honey, I'll make things 
                 better for you...

       The fridge door SLAMS shut, revealing Johnson.

                           JOHNSON (cont'd)
                 Now if I could only kick the habit.

       He's holding an oversized martini glass.  His face looks like 
       the worst case of alcoholic deterioration.  Blood seeps from 
       burst blood vessels in his eyes, his nose is red and lined 
       and warped.

       He's wearing Freddy's sweater.  He takes a swig off the huge 
       Vodka bottle.  He vomits up blood as he speaks.

                           JOHNSON (cont'd)
                     (Freddy's voice)
                 Where's dinner?

       INT. ALICE'S BEDROOM - NIGHT

       Alice bolts awake in bed, sweaty and short of breath.  Rick 
       bursts in and hits the light.

                           RICK
                 I heard you screaming.  Was it a bad one?

                           ALICE
                 It was bad.

                           RICK
                 Doesn't the dream master work for you 
                 anymore?

                           ALICE
                 I can't find him.

       Rick notices Sheila's gadget on the vanity.  It looks like 
       it's been taken apart and modified.  It looks nastier.  He 
       picks it up.

                           RICK
                 Hey, since when do you play Thomas 
                 Edison?  This looks like Sheila's.

                           ALICE
                 It is...was. It's a zapper, it might help 
                 me stay awake.

                           RICK
                 Yeah, or turn you into toast.

       Alice goes and takes it from him.  She hangs it on the mirror 
       frame by its wires.

                           ALICE
                 I can't go back to sleep again.

                           RICK
                 I haven't slept much either.  Since 
                 Kristen...

       Alice looks sympathetically at her brother.

                           ALICE
                 I miss her, too.  She gave me her ability 
                 but I don't know how to use it.  I can 
                 bring people into my dream, but I can't 
                 protect them.

       Alice looks straight at her brother.

                           ALICE (cont'd)
                 Freddy lives in my dreams, Rick.  Like he 
                 did with Kristen.  My dreams, the one 
                 thing I had to myself.

                           RICK
                 We'll figure it out.

                           ALICE
                 Figure it out?!?!  I'll be insane before 
                 I figure it out.  The only thing I'm sure 
                 of is that I can't go to sleep.  Not 
                 while he's using me.

                           RICK
                 Then we'll stay up together.

       INT. CRAVE INN - NIGHT

       Alice is standing behind the diner's counter.  Adding up the 
       night's receipts near the cash register.  Her waitress 
       uniform is spotted with stains, evidence of a hard day.

       She finishes up the receipts and closes the cash register.  
       She then pours coffee grounds into a cup of black coffee as 
       if it were sugar.  She stirs it halfheartedly and drinks it 
       down.

       Dan suddenly walks in and heads for the counter, about to 
       place an order to go. He sees that it's Alice behind the 
       counter, and is surprised.

                           DAN
                 Hey, how ya doin'?

       Alice looks up.  From the look of her, she's not doing that 
       well.  Dan is taken a bit aback by her appearance.

                           DAN (cont'd)
                 Haven't seen you around lately.

                           ALICE
                 I've been working double shifts.

                           DAN
                 Extra money, huh?

                           ALICE
                 Look, you know why, you just don't 
                 believe me.

       Dan looks around and leans in to her.

                           DAN
                 No offense, or anything, but it's kind of 
                 hard to swallow.

                           ALICE
                 The story is, the deaths you can't argue 
                 with.

       Alice's eyes well up.  She begins to come unraveled.

                           ALICE (cont'd)
                 I don't know what to do.  I can't stop 
                 it.  Why doesn't he just kill me?

                           DAN
                 How long have you been awake?

                           ALICE
                 Three days.

       Dan lets this sink in.  Alice becomes embarrassed and self-
       conscious under Dan's scrutiny.

                           ALICE (cont'd)
                 Don't you understand?  Every time I 
                 sleep, someone might die.

                           DAN
                 Alright, let's assume this whole thing is 
                 true. Why does Freddy all of a sudden 
                 need you?

                           ALICE
                 Kristen was the last child left of the 
                 people who killed Freddy.  Maybe Freddy 
                 can't get to new kids without someone 
                 like me.  Someone to bring them to him.

       Dan and Alice are both silent for a moment.  They look at 
       each other.  Dan reads the mix of emotions on Alice's face: 
       guilt, shame, anger, exhaustion.  He's about to say something 
       when a sudden voice calls out.  Dan's date, a pretty and 
       polished CHEERLEADER TYPE, appears at the door.

                           GIRL
                 Danny, we're going to be late for the 
                 drive-in!

       Dan is embarrassed, so is Alice, who's also jealous.

                           ALICE
                 I have to get back.

       Alice hurries off to the kitchen as Dan watches in 
       frustration.

       INT. BOYS' LOCKER ROOM - DAY

       Dan and a BUDDY are suiting up for practice.

                           BUDDY
                 Ninety-three days until summer.

                           DAN
                 What's the matter man, getting tired?

                           BUDDY
                 No, I'm getting worried.  Let's see if we 
                 survive until summer.  It's been open 
                 season this semester.  Pretty weird 
                 stuff.

       Dan and his buddy spot Rick entering and sit down on one of 
       the benches.

                           BUDDY (cont'd)
                 Speaking of weird, you gotta feel for 
                 that guy.  Dead girlfriend and a basket 
                 case sister.

       Dan angrily reacts to this.  He shoves the buddy up against 
       the lockers.

                           DAN
                 Hey!  Learn to shut up, asshole!

       Dan heads for Rick.  He sits down next to him.

                           DAN (cont'd)
                 You look wasted.

                           RICK
                 Been up with Alice.

                           DAN
                 How she doing?  I ran into her last 
                 night.

                           RICK
                 She's blaming herself for Sheila.  I know 
                 how it feels.  I've been thinking about 
                 Kristen.  Maybe I could've stopped it, if 
                 I'd listened.

                           DAN
                 About Freddy?

                           RICK
                 What else?  You ever look over this 
                 town's history?  Not a safe place to be a 
                 teenager.  Anyway, if I'm next, watch 
                 your back.

       Dan smiles at the gallows humor.

       The coach bellows into the locker room.

                           COACH (O.S.)
                 Hey you bozos, up and out!  NOW!!

       As Dan and the other boys head out to PE class, Rick detours 
       to...

       INT. LOCKER ROOM TOILET AREA - DAY

       Rick heads to a stall.

       INT. LECTURER'S CLASSROOM - DAY

       Alice is struggling to stay awake in a back row of the class.  
       At the front, a typical high school lecturer drones on in 
       boring monotone.

       We hear the words from Alice's point of view as they distort 
       as she gets closer and closer to falling asleep.

                           LECTURER
                 Every society, dating back to the 
                 ancients, has had theories regarding 
                 dreams, what they mean, how to control 
                 them.  Aristotle believed that during 
                 sleep you soul roams free.  What it sees 
                 are dreams.  Skilled dreamers control 
                 what they see.  There is a theory that 
                 there are two gates your soul can enter, 
                 one a positive gate, the other a 
                 negative.  The dreammaster guards the 
                 positive gate and protects its sleeping 
                 host.  There are fewer theories about the 
                 negative gate...

       INT. TOILET STALL - DAY

       Rick sits on the toilet. He looks up in surprise when the 
       door begins to rattle.  A bunch of girls in cheerleading 
       costume suddenly barge in.  They look down at Rick and laugh 
       as he struggles to pull up his trousers.

       Suddenly the room begins to shake.  Rick looks around and 
       sees the room transform into an elevator.  Buttons push out 
       of the walls and the doors change.

       INT. ELEVATOR - DAY

       One of the girls pushes button #13.  The elevator shoots up.  
       Rick is astonished.  The doors open and the girls shove out.  
       Rick can see Alice among the girls.  She is pushing forward, 
       trying to go help him.  She disappears in the crowd.  Rick 
       looks around at:

       INT. HELLISH BATHROOM - NIGHT

       Rick looks ahead into the hellish bathroom.  In front of him 
       he sees the familiar back of Kristen.  She leans over the 
       sink, looking in the mirror.  The mirror image speaks to him.

                           KRISTEN
                 C'mon, Rick.  Make me laugh.

       Rick steps forward to go to Kristen.  She turns, revealing 
       her face is a burned horrific mess.  Kristen laughs evilly.  
       Rick reels back into the elevator.

       INT. ELEVATOR - DAY

       The doors slam shut in Rick's face.  Suddenly the elevator is 
       rocketed downward.  Rick holds on for his life.  The buttons 
       sequence faster and faster until they are a blurry glow.

       Through the elevator speaker comes Freddy's voice.

                           FREDDY (V.O.)
                 Going down.  Women's wear, lingerie, 
                 cutlery, butcher knives.  China...

       The elevator comes to sudden halt, Rick is thrown to the 
       ground by the impact.  He gets up and looks around as the 
       door opens into:

       INT. CHINESE LIVING AREA - DAY

       A pristine clean Chinese room (a la living quarters in 
       Chinese Ghost Story) - tatami mattes, white and colored 
       screens, open, light and airy.  Rick steps out tentatively.  
       He scans the room suspiciously, then more calmly.

       Suddenly, out of nowhere, Rick is hurtled backward as if 
       kicked by an invisible opponent.

                           RICK
                 What the...

       Freddy's voice is heard.

                           FREDDY (O.S.)
                 A true warrior, Rick-san, needs no eyes.

       Rick is kicked again and floored.  He stands, now angry.  He 
       flails around at the air, then is hit again.

                           RICK
                 Come out and fight me, you chicken shit.

       Freddy's laugh is heard.

                           FREDDY (O.S.)
                 Ninja warriors have calm.  Find your 
                 balance, Rick.

       Rick is hit again and thrown back against a screen which 
       breaks.  He stands up slowly, with ultimate concentration. He 
       turns quickly as if with radar. Suddenly he kicks back at the 
       air and connects.  A resounding thump is heard.  He 
       progresses forward in a series of karate moves all of which 
       connect soundly and quickly with the invisible force.

                           RICK
                 Too wimpy to show yourself, Krueger?  
                 Well, how's this for balance?

       With extra strength, Rick kicks out in the air.  He connects 
       hard and suddenly Freddy's glove appears out of thin air and 
       lands on the floor as if kicked off by Rick's power.

       Rick stops and stares at the glove on the ground.  He laughs 
       victoriously.

                           RICK (cont'd)
                 Hahaha.  You superhero.  How you gonna 
                 get me without your weapon?  You're dead 
                 meat.

       Rick looks down as Freddy's laugh resounds through the room.  
       Suddenly the glove jumps up in the air and goes straight for 
       Rick, reaming him in the stomach.  Rick falls over - dead.

                           FREDDY
                 Hari-kari to you and your balance, boy.  
                 Sayonara, Rick-san.

       INT. LECTURER'S CLASSROOM - DAY

       Alice wakes up with a jolt.  She's HIT by an incredible force 
       and her entire seat shakes off its bolts.  Students next to 
       her back away.

       She SMASHES her desk top with her fist, sending bits of wood 
       and metal flying.  She lets out a soul-crushing CRY.

                           ALICE
                 Nooooo!!!!

       The windows in the hall SHATTER.  Alice runs out of the hall.

       INT. LOCKER ROOM TOILET AREA - DAY

       The coach ENTERS the room and calls out.

                           COACH
                 Hey, Johnson!  Let's go!!

       THE CAMERA TRACKS past the Coach to the empty stalls, 
       stopping as we see Rick's twisted hand lifeless on the tile 
       floor.

       EXT. ON THE ELM STREET GRAVES - DAY

       Dan is walking by a series of graves.  They bear the names of 
       NANCY THOMPSON, DONALD THOMPSON, ROLAND KINCAID, JOSEPH 
       PETERSON and finally, KRISTEN PARKER.

       Dan stands before the graves of Freddy's victims.  A wind 
       RUSTLES the leaves in the trees above his head.

                           DAN
                 And then there were none.

       EXT. ELM STREET CEMETERY - DAY

       Yet another funeral is taking place in Springwood.  Mourners 
       gather around the grave site.  Johnson stands before the 
       grave, disheveled, unshaven, a wreck.  There are a few teens, 
       classmates of Rick.

       Alice and Debbie stand off to the side.  Alice is clutching 
       Rick's oriental bandana tightly in one hand.  Debbie is 
       sobbing softly.  Alice is cold blue steel.  She's wearing 
       Rick's dark sunglasses.

       EXT. RICK'S GRAVE - DAY (DAYDREAM)

       Begin Daydream.  Rick hops out of his coffin with athletic 
       ease.  He's dressed in his best suit.  He looks very happy.  
       He strolls over to Alice, who takes off her sunglasses and 
       stares at him.  No one else notices.

                           RICK
                 Great goof, huh?  They think I'm dead.  I 
                 love it!

       Alice starts to gently cry.  Rick reaches out and wipes a 
       tear away.

                           RICK (cont'd)
                 Hey, you know I wouldn't leave you all 
                 alone.  This was just to fool Freddy.  
                 I'm here.

       Alice stares at him, longingly.  Finally she shakes her head 
       'no'.  

                           DAN (O.S.)
                 Alice...Alice?

       The sound of Dan's VOICE BREAKS THE DAYDREAM.  Alice blinks 
       twice before she realizes that Dan is really talking to her.

                           DAN (cont'd)
                 Are you okay?

                           ALICE
                 Not really.

                           DAN
                 Is there something we can do?

                           ALICE
                 I don't think so.  I guess this is my own 
                 war.

                           DEBBIE
                 No it isn't.  We all gotta survive.

       She pumps up.

                           DEBBIE (cont'd)
                 I don't spend hours working out to let 
                 some damn nightstalker beat me.

                           ALICE
                 You don't really get it.  He's not a 
                 nightstalker.  It'll take more than bench 
                 presses to beat him.

                           DAN
                 Why can't we just talk to the 
                 authorities?

                           ALICE
                 Yeah, right.  Let's trade death by Freddy 
                 for life in a rubber room.  Adults won't 
                 see it. They can't.

                           DAN
                 Then what else can we do?

                           ALICE
                 Try what other kids did.  Keep each other 
                 awake.  We'll meet at Debbie's tonight.  
                 At least if we don't sleep he can't get 
                 us.

                           DAN
                 Who?

                           DEBBIE
                 I know just the guy.

       Dan shrugs and leaves with her.

       INT. ALICE'S BEDROOM - NIGHT

       Alice hangs Rick's oriental bandana on the mirror, next to 
       Sheila's gadget.  She places Debbie's studded bracelet on the 
       vanity table.  Alice looks at herself in the mirror.  
       Something catches her eye.

       She takes another picture off the mirror's surface.  It's a 
       picture of her and Rick.  She looks up, she can see more of 
       herself.  She's quite beautiful now, and there's a surety and 
       strength in her eyes.  She stares at her reflection.

       She's brought Rick's nun-chucks up from the garage.  She 
       begins to go through some moves with them.  Slowly at first, 
       she builds to a blinding speed.  She watches herself in the 
       mirror.

       Alice GASPS and drops the sticks.  She walks to the mirror, 
       and places a hand on it.

                           ALICE
                     (scared)
                 What's happening to me?

       INT. DEN - NIGHT

       Johnson is slumped in a chair watching a soundless TV.  As 
       Alice ENTERS, dressed to leave, he rises to stop her.  

                           JOHNSON
                 No, you're not leaving this house.

       He stands in front of her, slightly menacing.

                           ALICE
                 Get out of my way you pathetic lush.

                           JOHNSON
                 Honey, I may be a drunk, but I want you 
                 here.  We're all we have...

       Alice softens.

                           ALICE
                 Dad, please...

       Johnson lapses into a drunken monologue.

                           JOHNSON
                 Nope, gonna watch you, didn't watch him, 
                 lost him, won't lose you...you're stayin' 
                 in...

       Alice waits a moment, then reaches out and puts a hand on her 
       father's face. She holds it there a second.

                           JOHNSON (cont'd)
                 You're becoming beautiful, I never 
                 noticed before...

       Johnson clumsily backs up and pours another drink. Alice 
       heads back upstairs.

       EXT. STREET CORNER - NIGHT (STREET #2)

       Dan waits for Alice, he's leaning up against a street lamp.

                           DAN
                 All the towns in America, I had to move 
                 to the Bermuda triangle.

       INT. DEBBIE'S ATTIC - NIGHT

       The room has been outfitted to serve as her gym.  It is 
       equipped with free weights, and a weight bench.

       Debbie greets, dressed in sweats, yawns.  Looks at her watch.  
       She looks tired.

       INT. ALICE'S BEDROOM - NIGHT

       Alice is seated on her bed, she's staring at her mirror.  She 
       gets up and crosses to the window.  She opens it and climbs 
       out.

       EXT. ALICE'S HOUSE - NIGHT

       Alice climbs out of the window and maneuvers down to the 
       street in a duplication of the moves we saw earlier from 
       Rick.

       EXT. STREET CORNER - NIGHT

       Alice reaches Dan's corner, he's gone.  She looks around, no 
       one in sight.  Frustrated, she walks off and turns a corner.

       EXT. MOVIE THEATER - NIGHT

       Alice turns the corner and in an abrupt, sudden change of 
       setting she finds herself in the middle of a run down, seedy 
       urban street.

       It's empty, just blackened store fronts.  Alice spies the 
       glowing marquee of a movie theater at the end of the street.

       EXT. BOX OFFICE - NIGHT

       Alice reaches the B.O.  She takes a ticket from the attendant 
       and wanders in.

       INT. BALCONY - NIGHT

       Alice takes a seat in the fifth row.  She has a box of 
       popcorn and a soda.  There are other patrons scattered about 
       the balcony.  We can't see their faces.

       Alice settles in.  She starts to watch the movie.  She scoops 
       a mouthful of popcorn.

       INT. ON THE MOVIE SCREEN - NIGHT (STOCK FOOTAGE OF REEFER 
       MADNESS)

       Stoned patrons campily cavort and dance to the diner's 
       jukebox in a scene from REEFER MADNESS.

       INT. MOVIE THEATER - BALCONY - NIGHT

       Alice sips her drink, adjusts herself.  Something about the 
       film is making her uncomfortable.

       INT. ON THE MOVIE SCREEN - NIGHT

       But it's not as we know it from earlier scenes.  It's the 
       CRAVE-INN of the future.  A beaten-down forgotten mutt of a 
       place.  All peeling paint and flapping canvas awning.

       We watch as the lights in the diner SWITCH ON and a wind 
       kicks up, blowing tumbleweeds and newspapers across the front 
       of the diner.

       Suddenly, the front doors are blown off their hinges and wind 
       picks up.  It whistles as the air becomes thick with dust and 
       debris.

       INT. MOVIE THEATER - NIGHT

       As the wind whips over Alice, her popcorn scatters like a 
       white rain.  Her drink is pulled out of her hand by the 
       wind's force.

       INT. ON THE MOVIE SCREEN - NIGHT

       Now hurricanes speeds are pounding the diner, the wind 
       getting stronger and stronger as...

       INT. MOVIE THEATER - BALCONY - NIGHT

       Alice is standing, fighting the wind that's pulling her to 
       the edge of the balcony.  She tries to grab her seat, clawing 
       fingers ripping into seatbacks, only to slip away.

       Alice is lifted off her feet and sucked right over the 
       balcony by the wind.

       She just manages to grab the balcony's edge and hold on, legs 
       swinging free, trying to crawl back up...

       The wind beating her back.

                           ALICE
                     (screaming)
                 Noooooo!

       suddenly, one of Alice's shoes is pulled right off her foot 
       and FLIES ACROSS THE AUDITORIUM into

       INT. ON THE MOVIE SCREEN - NIGHT

       As Alice's shoe hits the movie screen and PASSES THROUGH.  We 
       see it roll across the floor of the diner.

       INT. MOVIE THEATER - BALCONY - NIGHT

       The wind is stronger still and Alice is struggling to 
       maintain her grip on the balcony.

       The other patrons just sit in their seats, watching.

       Alice manages to hoist herself up just a bit in order to see 
       the faces of the others in the theater.

       They're all blank looking pasty-faced people with death-like 
       visages.

       Alice SCREAMS as a gust of wind rips her from the balcony and 
       sends her FLYING ACROSS THE AUDITORIUM, passing through the 
       movie screen.

       EXT. CRAVE INN - DAY

       Alice tumbles into the shot, landing in front of the diner's 
       exterior.  Wind and debris blow, boards fly off the structure 
       as she struggles to her face.

       INT. CRAVE INN - DAY (DREAM)

       ALICE'S POV OF 

       INT. MOVIE THEATRE - NIGHT

       Alice makes her way into the diner.  She looks back.  The 
       movie screen is behind her and beyond it is the auditorium.

       INT. CRAVE INN DINER - DAY (DREAM)

       ALICE'S POV OF 

       INT. MOVIE THEATER - BALCONY - NIGHT

       She sees her zombie-like theater PATRONS, their death-like 
       faces displaying emotionless vacuums as they clap.

       INT. CRAVE INN DINER - DAY

       Alice turns and looks around the diner.  It's in just as bad 
       shape inside as it was out.  It may be open for business, but 
       there are no customers to be seen.  A single WAITRESS is 
       standing behind the barren counter.

       Alice walks across to the counter, and settles onto a stool.  
       The waitress steps over, and slides a tattered menu in front 
       of her.  Alice studies the woman for a moment.  Something 
       about her is familiar.  It makes the girl uneasy.

       In her sixties, the waitress looks like she's worked every 
       day of her life.  Her hair is streaked with gray, and there 
       are deep pockets under her eyes.  She seems to be the kind of 
       person whose life has passed her completely by.

                           WAITRESS
                 What'll it be?

       Alice doesn't answer.

                           WAITRESS (cont'd)
                     (impatiently)
                 C'mon, honey.  I don't want to be here 
                 forever.

       Alice notes the waitress' name badge: ALICE

       The waitress turns and heads down to the end of the counter.  
       As the woman walks away, Alice swivels on her stool to watch 
       her go.

       Alice is startled to discover that another PATRON is now 
       sitting next to her.  IT'S FREDDY.

                           FREDDY
                 If the food don't kill ya, the service 
                 will, hahaha!

       The waitress brings over a piping hot pizza.  She places it 
       in front of Freddy.

       INT. CRAVE INN DINER - DAY

       ON THE PIZZA

       It has large pepperonis, only they're not pepperonis, they're 
       faces.  Screaming miniature faces.  The faces of Kristen, 
       Sheila and Rick.

                           FREDDY
                 Ahhhh!  The usual!

       Alice reacts in horror to the death-pizza.  The faces cry out 
       to her.  Their voices are high and squeaky, as you'd expect 
       miniature voices to be.  The effect would be comical if it 
       wasn't so torturous.

                           FACES
                 Free us, Alice!  Free us!!

       Freddy tears the Rick face off the pizza and pops it in his 
       mouth.  Alice gets up to run but Freddy grabs her by the 
       throat.

                           FREDDY
                 I love SOUL FOOD!  Bring me more!!

       Alice tries not to, but a WHOOSH tells us that she's dragged 
       someone in.  Alice looks back towards the movie theater.  
       It's gone.  What we see is Debbie's attic.

       INT. CRAVE INN DINER - DAY (DREAM) 

       ALICE'S POV

       Debbie's attic.  Debbie is dozing on her weight bench.

       INT. CRAVE INN - DAY

       Freddy CACKLES triumphantly.  He turns to Alice.

                           FREDDY
                 Your shift is over.

       INT. ALICE'S BEDROOM - NIGHT

       The sudden HONKING of a passing car HORN awakens Alice.  She 
       sits for a moment in confusion before clearing her head.

       She rushes out, using the window as before.

       INT. ATTIC - NIGHT

       Debbie opens her eyes.  She rubs them tiredly then looks 
       around and reaches for the bar bell.

       EXT. STREET CORNER - NIGHT

       Dan's waiting with his truck on the corner.  Alice comes 
       running up.

                           ALICE
                 C'mon, we have to hurry.  I'm driving.

       She hops into the driver's seat and starts it up.  Dan has no 
       time to object.  He hops in and they SCREECH off.

       INT. ATTIC - NIGHT

       Debbie's working up a real sweat, pressing a good sized bar 
       bell.  Up and down, several repetitions.  She's listening to 
       a portable stereo, which is plugged into the wall.

       Her hands almost slip.

       But Debbie catches herself and continues to press.

       INT. DAN'S TRUCK - NIGHT

       Alice is driving like a demon.  Dan straps on the seatbelt.

                           ALICE
                 He's going after Debbie, I gotta stop 
                 him.

                           DAN
                 Hey, you're not alone.  We have to stop 
                 him, I'm with you.

                           ALICE
                 You just feel sorry for me.

                           DAN
                 Cut that shit out.  Maybe before, but not 
                 now. I want to help you. I'm on your 
                 side.

       EXT. RESIDENTIAL STREET - NIGHT

       The truck barrels down the street, shaking with the speed.

       INT. DAN'S TRUCK - NIGHT

                           DAN
                 As long as your driving doesn't kill us.

                           ALICE
                 It's okay, we're just about there.

       INT. ATTIC - NIGHT

       As Debbie extends the weights we can SEE FREDDY KRUEGER'S 
       REFLECTION in the steel barbells.  Debbie brings the weights 
       down and up again and

       Freddy is gone.

       Debbie slips the barbell into the resting place so she can 
       catch her breath.  She cracks her knuckles.  Suddenly, we see 
       one of Freddy's claws out the stereo box.

       Debbie reacts with puzzlement.

       INT. DAN'S TRUCK - NIGHT

       Alice turns a corner, heading for the house.

                           ALICE
                 Here we are.

       EXT. DEBBIE'S HOUSE - NIGHT

       The truck is about to pull into Debbie's driveway.  Before it 
       can, we SMASH CUT TO:

       EXT. STREET CORNER - NIGHT

       Alice and Dan are right back where they started from.  Dan 
       waits by the truck, Alice runs up.

                           ALICE
                 C'mon, we have to hurry.  I'm driving.

       Dan hops in and they take off.  They don't know they're 
       experiencing special Freddy-deja vu.

       INT. ATTIC - NIGHT

       Debbie CRACKS the knuckles on the other hand and goes to grab 
       the weight.  AS she reaches up, FREDDY'S HANDS are already 
       there.

       Freddy starts to force the bell down on Debbie's throat and 
       she begins to struggle against it.

                           DEBBIE
                     (straining)
                 I don't believe in you...

                           FREDDY
                 I believe in you...

       Straining hard to keep the weight from crushing her...

       Freddy laughs as he exerts more pressure and Debbie can only 
       close her eyes and SCREAM in pain as her ELBOWS SNAP in two. 
       Cracked in half, bone tearing through the flesh and muscle.

                           FREDDY (cont'd)
                     (laughing)
                 No pain, no gain!

       INT. DAN'S TRUCK - NIGHT

       Alice is driving like a lunatic.  All is as it was before.

                           ALICE
                 He's going after Debbie.  I gotta stop 
                 him.

       INT. ATTIC - NIGHT

       Debbie forces herself to her feet, broken arms hanging limp 
       at her side.

       Insect like claws emerge out of the breaks in her arms.  Her 
       human flesh flops to the floor.  She ducks as Freddy heaves 
       the barbell into the mirrors in the attic.

       He starts advancing on her, claws CLICKING.

       Debbie looks up to Freddy with a pathetic

                           DEBBIE
                 Give me back my BODY!!!

       INT. DAN'S TRUCK - NIGHT

       Alice turns a corner, heading for a house.

                           ALICE
                 Here we are...

       EXT. DEBBIE'S HOUSE - NIGHT

       Once again, as she's about to pull into Debbie's driveway, we 
       suddenly SMASH CUT TO

       EXT. STREET CORNER - NIGHT

       Once again, Dan waits by his truck, Alice runs up.

                           ALICE
                 C'mon, we have to hurry.  I'm driving.

       Dan hops in, as before.  They SCREECH OFF.

       INT. ATTIC - NIGHT

       Debbie, now even more insect-like, runs toward a small door 
       at the other side of the attic.

       INT. GROWING ATTIC - NIGHT

       But the door SEEMS TO GROW LARGER AND LARGER the closer 
       Debbie gets to it!

       As we see Debbie, she's tiny.

       INT. DAN'S TRUCK - NIGHT

       Alice drives like a lunatic.

                           ALICE
                 He's going after Debbie.  I gotta stop 
                 him.

                           DAN
                 You know, I get the weirdest feeling 
                 we've been through this before.

       Alice throws him a puzzled, confused look.  It may be dawning 
       on them.

       INT. ROACH MOTEL - NIGHT

       The room is now a strange white space, flat and dull.  Debbie 
       tries to make her way across but her feet start sticking to 
       the gooey floor.

       Like the thickest glue.

       Debbie struggles to free herself, but as she pulls, she falls 
       over, her face sticking to the goo.  It RIPS her flesh to 
       reveal an insect face.  A roach trapped.

       INT. DAN'S TRUCK - NIGHT

       For the third time, Alice is turning the corner headed 
       towards Debbie's driveway.

                           ALICE
                 Here we are.

                           DAN
                 Something's wrong here.  It feels like...

       EXT. DEBBIE'S HOUSE - NIGHT

       Alice is about to pull in, then BAM, SMASH CUT TO:

       EXT. STREET CORNER - NIGHT

       You guessed it.  Dan waits as Alice comes running up.

                           ALICE AND DAN
                     (simultaneously)
                 C'mon, we have to hurry.  I'm driving.

       Alice stares at Dan.

                           ALICE
                 Oh God, I'm still asleep.  He's got us 
                 going in circles.

       They hop in and take off.

       INT. ROACH MOTEL -NIGHT

       Debbie, now more roach than girl, sees another struggling 
       roach in the corner.  Debbie painfully turns towards the 
       doorway and sees FREDDY'S HUGE EYE PEERING IN.

       INT. ROACH MOTEL -NIGHT

       Debbie SCREAMS at the huge FREDDY eye.  Freddy stands, 
       laughing, a "roach motel" bug trap in his hand.

                           FREDDY
                 You can check in, but you can't check 
                 out!

       Freddy crushes the trap with a disgusting sound.

       EXT. RESIDENTIAL STREET - NIGHT

       Dan's pickup truck is racing along.

       INT. DAN'S TRUCK - NIGHT

       Alice is suddenly hit with a violent shock.

                           DAN
                 What the hell was that?

                           ALICE
                     (barely whisper)
                 Debbie.  She's gone.  I've...collected 
                 her, like the others.

       A sudden, blinding brightness hits the truck.

       There are a pair of incredibly bright headlights coming 
       straight at them.  The lights grow brighter still until they 
       are impossibly bright.  They burn off to reveal.

       EXT. ROAD - NIGHT

       ALICE'S POV

       Freddy standing defiantly in the middle of the road, laughing 
       maniacally at Dan's on-coming truck.

       INT. DAN'S TRUCK - NIGHT

       Alice SLAMS the gas to the floor, murder on her mind.

                           ALICE
                 Alright, asleep or awake, I'm gonna punch 
                 his ticket in.

       EXT. ROAD - NIGHT

       In the dream, the truck bears down on Freddy, smoke drifts 
       off the tires.

       We see Alice sneer as the truck passes right through Freddy 
       and SMASHES into a void, an invisible brick wall.

       The truck's front end gets totaled. Bits of metal and glass 
       fly through the air as the truck crumples, as if it has hit 
       solid stone.

       EXT. ROAD, REAL WORLD - NIGHT

       Dan's truck is wrapped around a large tree. Axles and grill 
       work twisted out of place. A spurt of red smears the inside 
       windshield.

       Alice manages to force open her door and just step out of the 
       truck...

                           ALICE
                 Oh Dan, I'm sorry.  GOD, I'M SORRY!!!

       INT. AMBULANCE - NIGHT

       The doors swing open and two young PARAMEDICS lift Dan inside 
       on a stretcher.  His leg has been bandaged with gauze, but 
       it's bleeding badly.  His MOANING tells us he's conscious.

       Alice climbs in and notices one of the paramedics filling the 
       hypo.  He checks it for air bubbles.

                           ALICE
                 What's that do?

       The paramedic turns toward Dan.

                           PARAMEDIC
                 Relaxes your boyfriend.

       Alice jerks the paramedic's arm away.

                           ALICE
                 Put the needle down.

                           PARAMEDIC
                     (sarcastic)
                 Sorry doctor, rules is rules.

       Alice smacks the hypo out of the paramedic's hands.  It 
       SHATTERS against the wall of the ambulance.

                           ALICE
                     (pure Dirty Harry)
                 He stays awake, those are my rules, 
                 understand?

       The paramedic backs off a bit.  He looks at Alice with 
       suspicion.  Alice relents a bit.

                           ALICE (cont'd)
                 He's allergic, okay?

                           PARAMEDIC
                 Shoulda said so in the first place. 

       

       Alice leans in close to Dan, brushes his hair back with her 
       fingers.

                           ALICE
                     (whispers)
                 Don't let them put you to sleep.

       INT. EMERGENCY ROOM WAITING AREA - NIGHT

       An intern and a nurse are trying to put Dan to sleep, but 
       he's fighting them back. At least making it difficult.

       Alice stands by watching as THE DOCTOR, JOHNSON and DAN'S 
       PARENTS run into the ER.  Alice charges the doctor.

                           ALICE
                 When do you operate? When does he hit 
                 surgery?

                           DOCTOR
                 From the looks of him, probably 15 
                 minutes.

       The doctor turns his attention to Dan, who's strapped to a 
       gurney.  They start to wheel him away.

       Alice checks her watch.  It's a quarter to 10.  She has 15 
       minutes before Dan is forced to sleep.

       Alice starts after Dan, but Johnson grabs her by the arms and 
       holds her back.

                           JOHNSON
                 Let it be, Alice.  They'll help him.

       Johnson reaches in his pocket for his car keys.

                           ALICE
                 They're gonna kill him.

       Alice snatches the keys from her father and runs for the 
       swinging EXIT doors.

                           JOHNSON
                 Alice, dammit, get back here.

       EXT. HOSPITAL - NIGHT

       Alice jumps in her father's car and cranks it over; burning 
       rubber to back out of the parking lot.

       Alice drops the car in gear and takes off at top speed, but 
       she SIDESWIPES ANOTHER CAR which is parked next to her.  
       Sparks, metal against metal.

       Alice BLASTS through the hospital lift-gate before SKIDDING 
       into traffic and screaming away into the darkness.

       INT. HOSPITAL HALLWAY - NIGHT

       Dan is being wheeled on a gurney.  He's struggling to stay 
       awake.

       EXT. INTERSECTION - NIGHT

       Alice barrels through a light and fishtails around a corner.

       INT. CAR - NIGHT

       Alice grips the wheel.  The speedometer is straining. She 
       looks at the dashboard clock. 

       ON THE CLOCK

       Eight minutes to 10.  She has eight minutes left to do 
       something.

       INT. OPERATING ROOM - NIGHT

       A NURSE and an ORDERLY lift Dan onto the operating table.  
       The room is being quickly prepped; checking instruments.  
       Doctors scrubbing up.

       Activity all around.

       EXT. ALICE'S HOUSE - NIGHT

       Alice SCREECHES to a halt in front of her house. She bursts 
       out of the car and runs into the house.

       INT. OPERATING ROOM - NIGHT

       As the nurses lay out the instruments, Dan is still groggy.

       The operating room clock tells us Alice has 5 minutes left.

       INT. DEN - NIGHT

       As Alice runs through, she passes a gun rack mounted on the 
       wall.  She doubles back to it.  She regards it.

                           ALICE
                 Couldn't hurt.

       She opens it and grabs a mean looking mother of a pump-
       shotgun and a box of shells.

       INT. OPERATING ROOM - NIGHT

       We see the oxygen and anesthesia hoses put into place and the 
       gauges register pressure.

       The ANESTHESIOLOGIST preps the mask for Dan's face.  Dan 
       watches, protesting weakly.

                           DAN
                 I'll take the pain...no gas...no 
                 gas...have to stay up.

       He fades out.

       INT. ALICE'S BEDROOM - NIGHT

       Alice throws the gun and the shells on the bed.  She opens a 
       bottle of sleeping pills and pops more than enough for a trip 
       on Freddy express.

       She starts to load the gun, inserting each shell with vicious 
       precision.  She cocks it.

                           ALICE
                 This ends.  Now.

       She walks over to the mirror on the vanity table.  Her eyes 
       travel over the tokens she's collected form her friends.

       She starts to power up.  She takes Sheila's gadget, which 
       she's improved, and hangs it around her neck.  She takes 
       Debbie's studded bracelet and SNAPS it around her wrist.

       Lastly, she takes Rick's oriental bandana and ties it like 
       Amazonian around her forearm.  She hoists the gun.  She likes 
       her reflection in the mirror.  Something's very different.  
       The pills are starting to take effect.  Alice grabs her 
       forehead.

       She looks back at the mirror.  She's strong, confidant, ready 
       to accept her destiny. 
       With forceful determination, she tears the rest of the 
       pictures off her mirror.  What she sees makes her GASP.

       INT. ALICE'S BEDROOM - NIGHT

       ON THE REFLECTION

       It's Alice alright, but everything's turbo-charged.  She's 
       leaner, meaner, her clothes are tighter, more battle-like.  
       Everything's accented.  The gadget around her neck is now a 
       super high-tech amulet.  The bracelet has spikes instead of 
       studs and seems to be made of shining titanium.

       This is no high school girl.  This is no dream warrior.  This 
       is the dream master, ancient guardian of the gate of good 
       dreams.  Alice speaks to her reflection.

                           ALICE
                 Now I lay me down to sleep.

       The reflection speaks back.

                           ALICE'S REFLECTION
                 The master of dreams, my soul I'll keep.

                           ALICE
                 In the reflection of my mind's eye.

                           ALICE'S REFLECTION
                 Evil sees itself and it shall DIE!!!

                           ALICE
                 Fuckin' A.

       Alice looks at the shotgun, which remains the same in the 
       reflection.  Next to her supernatural image, it doesn't seem 
       an impressive weapon.

                           ALICE (cont'd)
                 Save it for Rambo.

       She tosses the gun aside and notices the clock on her vanity 
       table.  It's 15 seconds to ten.

       INT. OPERATING ROOM - NIGHT

       Suddenly, Dan starts to choke

       He opens his eyes and sees the doctor standing over him.  
       It's FREDDY in surgical greens, razor-fingers at the ready.  
       Dan pulls the mask from his face and cries out.

                           DAN
                 Freddy!!!

                           FREDDY
                 It ain't Dr. Seuss! Hahahaha!

                           DAN
                 No, Alice!  Alice!!!

       INT. ALICE'S BEDROOM - NIGHT

       Alice HEARS Dan's distant cry.

                           DAN (O.S.)
                 Alice!!!

       The reflection of the Alice as the dream master has been 
       replaced by the image of the operating room.  Alice can see 
       Freddy menacing Dan.

                           ALICE
                     (screaming)
                 Get away from him you SONOFABITCH!!!

       Alice goes diving headfirst into the mirror.  It sucks her 
       in.

       INT. OPERATION ROOM - NIGHT

       Alice rolls onto the floor.  She now has the image of the 
       DREAM MASTER from her mirror, complete with all the regalia.  
       She's one pissed superhero.

       She looks around. Freddy's gone.

       Alice helps Dan off the table, since we're in the dream, his 
       injury is healed.  He gets an eyeful of Alice's spectacular 
       new appearance.

                           DAN
                     (astonished)
                 You look great!

                           ALICE
                 Save it for later.  Come on!

       Alice and Dan turn around and run for the doors.  Just as 
       they get to them, Freddy throws them open from the other 
       side.

       On instinct, Dan leaps in front of Alice to confront Freddy. 
       He grabs Dan's fist, holds his arms out and slashes Dan. 
       Once, twice, across the chest.  Blood spurts but it's only 
       superficial damage.

       Alice grabs the sharper of the the surgical instruments and 
       turns on Freddy.

                           ALICE (cont'd)
                 I'll mail your guts back to hell!!!

       Alice starts to hurl the instruments at Freddy Kung Fu style, 
       with blurring speed and accuracy.  Rick would be proud.

       Alice nails Freddy once, a dozen times in the space of a few 
       seconds.  Freddy doubles over, sharp instruments sticking out 
       of every part of him.  Alice advances on him and delivers a 
       massive, sharp kick to Freddy's balls.  Freddy makes a SOUND 
       that banshees would flee from.

       Alice grabs Dan and the two plunge through the doors.

       INT. KALEIDOSCOPE HALLWAY - NIGHT

       Dan and Alice run into the hallway.  But it's no hallway, 
       it's a huge, rotating cylinder.  It looks like a hallway, but 
       it's spinning.  Dan and Alice immediately become dizzy.

       At the end of the hallway, there's a large, wall-to-wall 
       sheet of colorful lights.  It gives the impression that Dan 
       and Alice are trapped within a huge kaleidoscope.

       They careen down the hallway and go crashing through the 
       colorful lights, which turn out to be stained glass.

       Dan and Alice CRASH through a stained glass window without 
       the gurney and land with such tremendous force that even 
       after hitting the floor they don't stop.  They skid along the 
       floor, out of control.

       Keeping Dan's hand in one hand, Alice reaches out and SLAMS 
       her spiked bracelet into the floor.  The spikes dig in and 
       serve as her break.  They SCREECH across the floor, smoke 
       rises from the grooves they make.  Alice digs in deeper and 
       they manage to come to a stop in a pile of broken stained 
       glass.

       They stand up, just as Freddy appears.

                           FREDDY
                 Welcome to wonderland, Alice!  Hahahaha!

       Dan leaps at Freddy.  Freddy slashes him across the chest, 
       superficially, but there's plenty of blood.

                           ALICE
                 Nooo!!!

       INT. OPERATING ROOM - NIGHT

       The doctors are working on Dan.  Suddenly, blood starts to 
       spurt wildly from his chest.

                           DOCTOR
                 Christ, he's hemorrhaging badly!  Close 
                 it off and bring him out of it!  Hurry!

       INT. CHURCH - NIGHT

       Suddenly, the familiar VOICES of the Elm Street CHILDREN 
       begin to chant.  They're standing in the choir box.

                           CHILDREN
                 One two, Freddy's coming for you.  Three 
                 four, better lock your door...

       Alice rushes to Dan's side. He starts to flicker, like a BAD 
       TV, then he starts to fade.

                           DAN
                 No!  Dammit, Alicceeeee.....

       She reaches for him, but he's gone, his echo remains for a 
       moment.

       INT. RECOVERY ROOM - NIGHT

       Dan's beginning to regain consciousness.  The doctor stands 
       over him.

                           DOCTOR
                 Relax, son.  It was rough, but we pulled 
                 you out.

                           DAN
                     (urgent)
                 Put me back under.  Please!  Put me back!

                           DOCTOR
                 What the hell??  Just a while ago you 
                 were screaming not to be put under.

                           DAN
                 Well I changed my mind!!!

       INT. CHURCH - NIGHT

       Alice crouches into a fighting position (a la Rick) as 
       Krueger advances, finger-blades flashing.

       Alice leaps and delivers a perfect kick to Freddy's face, 
       knocking him back.

       Alice lands on her feet as Freddy lunges for her!

       Alice jumps over a church pew as Freddy slashes at the air!

       Alice whirls and kicks Freddy again and again and again.  
       Just pounding him.

       But Freddy laughs at the blows.

                           FREDDY
                     (contemptuous)
                 You think you got what it takes, I been 
                 guarding my gate forever, hahaha!

       Freddy grabs Alice by the ankle and whirls her around like a 
       rag doll and tosses her away.

       Alice is thrown the length of the church and CRASHES into the 
       confessional booth; splintered wood and cracking bones.

       Alice sinks heavy among the debris.  She doesn't move.  
       Freddy advances on her.  Going in for the kill.  Just when 
       he's close enough, Alice springs up.  She was playing possum.

       She reaches out and PUNCHES a hole in the wall behind the 
       debris of the confessional.  She pulls out several crackling 
       electric cables.  She looks bizarre and powerful framed for a 
       moment in the blue light of the sparkling electricity.

       She rips off the gadget from around her neck and aims it at 
       Freddy.  Freddy LAUGHS at her and it.

       Alice shoves on of the electric cables into the center of the 
       gadget.  It HUMS and BUILDS and GLOWS until a LOUD, 
       incredibly powerful LASER BOLT shoots out of it and hits 
       Freddy square in the chest.

       A stunned Freddy looks at his mid-section.  Quite frankly, 
       it's missing.  There's only a gaping, smoking hole through 
       which Alice can see the rest of the church.

       Alice throws the smoking gadget and cable to the floor.  She 
       has no time to savor her temporary victory however.

       Freddy's playing fill in the blanks with himself.  The 
       charred hole in his mid-section begins to fill in.  In a 
       matter of seconds, he's whole again.

       He laughs and starts to advance on Alice.  Frustrated, she 
       grabs a huge cross which she handles easily, then charges 
       him.

       Freddy raises the cross.  On one pass, she tears open 
       Freddy's sweater, revealing the faces of the souls trapped 
       within Freddy.  She gags at the sight.

       Freddy seizes the moment and grabs the cross.  He tosses it 
       away.

       Freddy SMACKS Alice across the face.  He grabs the back of 
       her head and throws her over him, across the church and into 
       the altar.  He advances on her.

                           FREDDY (cont'd)
                 I am eternal...

       Alice is looking pretty bloody.  She tries to fend off Freddy 
       but he smashes her into the opposite wall.  She crumples in 
       pain beneath the broken stained glass window she came in 
       through.

       Freddy's coming for her.  His tongue wiggling like a demented 
       Wile E. Coyote about to grab the Road Runner.

       The kids in the choirs SING OUT.

                           CHILDREN
                 For in the reflection of my mind's eye...

       The sun rises behind the window the children are standing in 
       front of.  The light hits the wall and works it's way to 
       Alice and the floor. Freddy steps into it as he advances.

                           ALICE
                     (remembering)
                 Let evil see itself...

       Alice looks down and sees a large piece of stained glass.  
       She sees her reflection in it, unbruised, pretty, the true 
       her.  She scoops it up and holds it in front of Freddy.

       The chorus of ghostly kids complete the rhyme with Alice.

                           ALICE AND KIDS
                 And it SHALL DIE!

       Freddy's about to slice into Alice, he raises his arm.

       Light hits Freddy off the glass, like a BLAST.  He looks at 
       Alice and sees himself, reflected in the glass.  He SCREAMS.

       We PUSH IN on Freddy's SCREAMING reflection, right into his 
       mouth.

       INT. FREDDY'S BODY - NIGHT

       We ZOOM down into Freddy's innards which are made up of 
       struggling dead kids.  The souls, all trapped and hanging 
       inside Freddy's body, start to break free as they SCREAM and 
       CRY.

       INT. CHURCH - NIGHT

       We travel through, then emerge out of FREDDY'S EYE.  We PULL 
       BACK to reveal that Freddy's entire body is pulsing and 
       ripping from within.

                           ALICE
                 LET THEM OUT!!!!

       The trapped souls begin TEARING THROUGH FREDDY'S BODY; flesh 
       and blood erupting in all directions.

       Freddy's sweater stretches and rips apart.  Freddy doubles 
       over as his HEAD BULGES.  All the tiny bodies inside him 
       surge upwards.  A tiny hand smashes through one eye.

       Finally, Freddy's head EXPLODES and the freed souls pour out.  
       The force SHATTERS the glass in Alice's hands.  She 
       straightens up and watches as the souls swoop around her 
       before ZOOMING out the broken window.

                           ALICE (cont'd)
                 You're dead...

       All's quiet except for a steady wind that blows the shell of 
       Freddy Krueger and his hat down the church aisle.

       And out the door.  The double doors SLAM SHUT.

       INT. CHURCH - NIGHT

       Alice stands alone. She's no longer dressed like dream 
       master.  Having fulfilled her mission, she's now just normal 
       Alice again, but retains the newfound beauty and confidence.

       Alice stands frozen for a moment, then regards her quiet 
       surroundings.

                           ALICE
                 Rest in hell.

                                                       DISSOLVE TO:

       EXT. PARK - DAY

       Dan and Alice are walking through the park, arms around each 
       other.  From the look of their healing bruises, it's some 
       weeks later...

                                                     FADE TO BLACK.