TWELVE MONKEYS
         
                        An original screenplay by

                              David Peoples
                                    &
                              Janet Peoples

                               Inspired by
         
                      LA JETEE, a Chris Marker Film





     Production Draft
     June 27, 1994








     FADE IN:

     INT.  CONCOURSE/AIRPORT TERMINAL - BAY

     CLOSE ON A FACE.  A nine year old boy, YOUNG COLE, his eyes wide
     with wonder. watching something intently.  We HEAR the sounds of
     the P.A. SYSTEM droning Flight Information mingled with the
     sounds of urgent SHOUTS, running FEET, EXCLAMATIONS.

     YOUNG COLE'S POV:  twenty yards away, a BLONDE MAN is sprawled on
     the floor, blood oozing from his gaudy Hawaiian shirt.

     A BRUNETTE in a tight dress, her face obscured from YOUNG COLE'S
     view, rushes to the injured man, kneels beside him, ministering
     to his wound.

     ANGLE ON YOUNG COLE, flanked by his PARENTS, their faces out of
     view, as they steer him away.

                               FATHER'S VOICE (o.s.)
                Come on, Son --this is no place for us.

     YOUNG COLE resists momentarily, mesmerized by the drama.

     YOUNG COLE'S POV:  intermittently visible through a confusion of
     FIGURES rushing through the foreground, the BLONDE MAN reaching
     up and touching the cheek of the kneeling BRUNETTE in a gesture
     of enormous tenderness, a gesture of farewell, while the P.A.
     SYSTEM continues its monotonous monotone...

                               P.A. SYSTEM
                Flight 784 for San Francisco is now
                ready for boarding at inmate number
                66578, Greely.

     INT.  PRISON DORMITORY/FUTURE - ETERNAL NIGHT

                               PRISON P.A. SYSTEM
                --number 5429, Garcia -- number 87645, Cole...

     COLE, late thirties, dark hair, comes awake in a bunk cage, one
     of many stacked four high along both sides of a long dim
     corridor.  He blinks in the near dark, shaken, disoriented.

     Then, as he "recovers" from his very vivid dream, WE GET OUR
     FIRST LOOK AT HIS ENVIRONMENT...A WINDOWLESS UNDERGROUND WORLD OF
     ETERNAL NIGHT SOMETIME IN THE FUTURE...AN ALMOST COLORLESS
     "REALITY" OF BLURRED EDGES AND ECHOEY SOUNDS, MUCH MORE
     "DREAMLIKE" THAN HIS DREAM.

     Flashlights glare. In the half-light, COLE sees spooky figures,
     GUARDS, moving among the locked bunk/cages.

     COLE turns and whispers to the occupant of the next cage, JOSE...

                               COLE
                Ssssst!  Jose, what's going on?

     JOSE's face is almost lost in shadow.  What there is of it is
     youthful.  He's just a scared Puerto Rican kid!

                               JOSE
                "Volunteers" again.

     JOSE immediately rolls over and feigns sleep as SCARFACE, a
     menacing guard with a jagged scar running down his cheek, looms
     close to COLE's cage and unlocks it.

                               SCARFACE
                "Volunteer duty".

    The PRISONERS in the other cages watch silently with narrowed eyes.

                               COLE
                I didn't volunteer.

                               SCARFACE
                You causing trouble again?

                               COLE
                     (controls his temper)
                No trouble.

     INT.  EQUIPMENT ROOM - ETERNAL NIGHT

     COLE's alone, struggling to get into what looks like a space suit
     in a room where suits hang like ghosts with blank eyes.

                    TITLES BEGIN SUPERED OVER THE SCENE

     COLE has the torso of the suit on now and is trying to close it.

                               OFFSCREEN VOICE (o.s.)
                All openings must be closed.

     COLE looks for the source of the voice, a tiny grate in the wall.

                               OFFSCREEN VOICE (o.s.)
                If the integrity of the suit is compromised
                in any way, if the fabric is torn or a zipper
                not closed, readmittance will be denied.

     INT.  SEALED CHAMBER - MINUTES LATER (ETERNAL NIGHT)

     COLE, wearing the "space suit" and a helmet with a plastic visor,
     steps into a tiny chamber, a kind of air lock.  The heavy door
     clangs shut behind him.  He's alone.  COLE'S breath comes quicker
     now as he sucks oxygen from the air tanks on his back.

     On the opposite wall is another door with a huge wheel lock.
     COLE turns the heavy wheel, opens the door, steps through It

     INT.  ELEVATOR - SECONDS LATER (ETERNAL NIGHT)

     COLE'S in an ascending elevator that groans and creaks.  He looks
     down at a crudely drawn map he holds in his gloved hand.

     The map shows a series of tunnels and ladders.

     INT.  SEWER PIPE - MINUTES LATER (NIGHT)

     COLE pans a flashlight, probing the filthy sewer he's wading through

     RATS flee the blade of light, scurry across islands of rusting junk.

     The flashlight beam settles on a ladder mounted in the wall.

     Reaching the rusted ladder, COLE starts to climb awkwardly.

     EXT.  CITY STREET/FUTURE - MOMENTS LATER (NIGHT)

     A SCRAPING NOISE as a heavy man-hole cover is pushed up and moved
     aside.  COLE'S helmeted head emerges from below.

     COLE'S POV THROUGH HIS PLASTIC-VISORED HELMET:  a city in
     moonlight!  A surreal image of abandoned buildings.  No people
     anywhere.  The only sounds are the WIND and COLE'S BREATHING.

     EXT.  ANOTHER CITY STREET - MINUTES LATER (NIGHT)

     COLE'S light reveals abandoned vine-covered automobiles.
         
     Moving to the nearest car, COLE searches in the vines for
     something.  Finds it.  An insect.

     COLE takes the bug in his gloved hand.  As he clumsily inserts it
     into a collection tube, something makes him turn.

     There's something across the street in the dark.  Something alive.

     COLE points his flashlight and reveals...a BEAR!  Startled by the
     light, the animal blinks, then stands on its rear legs and ROARS.

     ANGLE ON COLE, staring wide-eyed.
         
     Then, the BEAR sinks down onto all fours and, trying to avoid the
     flashlight, it pads quickly down the street.

     INT.  SUBTERRANEAN PARKING GARAGE - NIGHT

     Using the flashlight to see, COLE reaches down to the cracked
     floor and gets another specimen.  DOGSHIT!

     The only sound is COLE'S labored BREATHING.

     Then, a different SOUND.  GRRRR!  A dog.  More GRRRRS.  More
     dogs.  Then, a YIP.  Then, VICIOUS GROWLS.  It's a DOGFIGHT!

     EXT.  STREET - NIGHT (FIRST LIGHT)

     A giant OWL, perched on an overhead traffic light, raises its wings
     and lifts off...rising higher and higher into the brightening sky.

     Below, on the street, COLE trudges along, passing deserted
     buildings, windows broken, rusted signs dangling.

     INT.  DEPARTMENT STORE - NIGHT (FIRST LIGHT)

     COLE'S light reveals a spider web just inside the store.  A large
     SPIDER tries to hide from the light.

     COLE reaches carefully into the web and plucks the spider and
     puts it into one of his specimen tubes.

     Then, he shines his light all around the once elegant store.  There's
     nothing but aisle after aisle of moldering consumer goods.

     EXT.  DEPARTMENT STORE - DAWN

     As COLE comes out of the store, the first rays of the sun hit the
     building.  COLE stops, squints into the light through his visor.

     COLE'S POV:  spray-painted on the wall a long time ago is a stenciled
     logo of twelve monkeys holding hands in a circle.  Over it is
     written, "WE DID IT!"

     COLE looks up.

     COLE'S POV:  high up on a building across the street, a LION
     patrols a ledge, pauses, looks out majestically over his world.

                     TTTLES END

     INT.  FIRST UNDERGROUND DECONTAMINATION CHAMBER - ETERNAL NIGHT

     ROARING WATER, powerful torrents gushing from nozzles in the
     wall, pummel the still-suited COLE.

     INT.  SECOND UNDERGROUND DECONTAMINATION CHAMBER - ETERNAL NIGHT

     Stark naked and shivering, COLE is being scrubbed with brushes on
     long poles (like the ones used to wash cars) wielded by two HULKING
     FIGURES in bulky decontamination suits, their personas lost in their
     windowed masks.  It's a grim scene in a grim cement room with damp,
     dripping walls.  From an unseen source comes an AMPLIFIED VOICE,

                               AMPLIFIED VOICE (o.s.)
                Raise your arms above your head.

     COLE lifts his arms and the FIGURES start scrubbing his armpits.

     INT.  TINY CHAMBER - SHORTLY (ETERNAL NIGHT)

     Still naked, COLE is seated on a stool while a MASKED TECHNICIAN
     in a less elaborate, less bulky decontamination outfit draws
     blood from COLE'S arm with an old-fashioned hypodermic needle.

     COLE glances toward a single, nearly opaque "window" of thick
     plastic in the rusty iron wall.  VAGUE FIGURES seem to lurk
     behind the translucent aperture, studying him.

     The TECHNICIAN slips the blood sample through a slot in the wall.

     INT.  ENGINEERING OFFICE/FUTURE WORLD - ETERNAL NIGHT

     Ushered in by two guards, TINY and SCARFACE, COLE looks around.

     COLE'S POV:  wails hidden by old headlines, articles, maps, charts...
     a blackboard covered with elaborate, sophisticated formulae...surfaces
     heaped with cracked monitors, gerry-rigged computers held together with
     string, lasers lost in tangles of cable, ancient tube amplifiers, a
     dilapidated cardboard reconstruction of a city, stacks of moldering
     books and tattered computer printouts...and, seated at a long conference
     table, staring at COLE, six SCIENTISTS:  an ASTROPHYSICIST, ENGINEER,
     BOTANIST, MICROBIOLOGIST, ZOOLOGIST, and a GEOLOGIST.  They represent
     a "modern" science where brilliant new ideas interface with crude,
     outdated, patched-together technologies.

                               TINY
                James Cole.  Cleared from quarantine.

                               MICROBIOLOGIST
                Thank you.  You two wait outside.

                               SCARFACE
                He's got a history, Doctor.  Violence.

     COLE'S eyes return to the walls.

     Headlines:  "CLOCK TICKING!  NO CURE YET!"

                               SCARFACE
                Anti-social six -- doing 25 to life.

                               ENGINEER
                I don't think he's going to hurt us.  You're
                not going to hurt us, are you Mr. Cole?

     COLE'S head turns quickly to the ENGINEER.

                               COLE
                No, sir.

     The GUARDS exchange a look, shrug, exit, closing the door.

                               MICROBIOLOGIST
                Why don't you sit down, Mr. Cole.

     COLE goes to the empty chair at the conference table, sits down.

                               ASTROPHYSICIST
                We want you to tell us about last
                night.

                               COLE
                I went to the surface and I collected
                specimens like I was told.

     The SCIENTISTS don't say anything.  They just study him carefully.

                               COLE
                     (worried)
                I mashed the spider, didn't I?

                               MICROBIOLOGIST
                We'll get to the spider later, Mr.
                Cole.  Right now, we want to know
                everything that you saw.

     INT.  ENGINEERING OFFICE - AN HOUR LATER (ETERNAL NIGHT)

     COLE, starting to look very tired now, stands at the blackboard
     sketching a detailed map of exactly where he was last night.

                               ASTPOPHYSICIST
                Where you collected sample #4, what
                street was that?

                               COLE
                Uh...

                               BOTANIST
                It's important to observe everything.

                               COLE
                I think it was...I'm sure it was 2nd Street.

     As the SCIENTISTS start to whisper animatedly among themselves,
     COLE'S eyes drift across the newspaper clippings taped to the
     wall.  One headline screams, "VIRUS MUTATING!"  Another features
     a photo of an OLD MAN (DR. MASON, who we'll see again later on)
     and the words, SCIENTIST SAYS, "IT'S TOO LATE FOR CURE".

                               ASTROPHYSICIST'S VOICE (o.s.)
                Close your eyes, Cole.

     Startled, COLE closes his eyes obediently.

     BLACKNESS.  Like COLE, WE SEE NOTHING.  But we HEAR their VOICES.

                               ENGINEER'S VOICE (o.s.)
                Tell us in detail what you've seen in
                this room.

                               COLE'S VOICE (o.s.)
                Uh, in this room?  Uh...

                               MICROBIOLOGIST'S VOICE (o.s.)
                How many of us are there?

                               COLE'S VOICE (o.s.)
                Six...seven, if you count me.

                               ASTROPHYSICIST'S VOICE (o.s.)
                Tell us about the pictures on the wall...

                               COLE'S VOICE (o.s.)
                Uh, you mean the newspapers?

                               A MONTAGE OF OVERLAPPING VOICES (o.s.)
                Tell us about the newspapers.  Can you
                hear my voice?  What do I look like?
                What does he look like, the man who
                just spoke?  How old were you when you
                left the surface?

     The VOICES blur into a cacophony and FADE INTO the droning P.A.
     SYSTEM at the airport.

     INT.  CONCOURSE/AIRPORT - DAY

     THE DREAM AGAIN!  But at an earlier moment.  YOUNG COLE, flanked
     by his PARENTS, whose faces are out of view, is watching a PLANE
     land through one of the big glass windows that lines the concourse
     leading to the departure gates.

                               P.A. SYSTEM (o.s.)
                Flight 784 now boarding at gate...

     Suddenly, a SHOUT, followed by raised VOICES, interrupts the
     monotonous airport routine.  As YOUNG COLE and his PARENTS turn
     to see what's going on, a man we'll call MR. PONYTAIL, his face
     averted, hurries past them, bumping YOUNG COLE with a Chicago
     Hulls Sports Duffle Bag.

                               MR. PONYTAIL
                WATCH IT!

     YOUNG COLE sees little more than the gaudy pants, the duffle, and
     the man's ponytail flopping as he rushes towards the gates.

     Just then, a WOMAN'S VOICE cries out, "NOOOOOOOOO!"

     YOUNG COLE turns back toward the Security Check Point just as
     TRAVELERS scatter madly, some diving to the floor, others
     running.  A TERRIFIED TRAVELER, hitting the floor close by, looks
     up at YOUNG COLE with panicky eyes, and asks....
         
                               TERRIFIED TRAVELER
                Just exactly why did you volunteer?

     INT.  ENGINEERING OFFICE/FUTURE WORLD - (ETERNAL NIGHT)

     COLE comes abruptly awake.  Seated now, he's facing the SCIENTISTS.

                               ASTROPHYSICIST
                Wake up, Cole.

                               COLE
                Uh, I didn't hear the...

                               MICROBIOLOGIST
                     (tapping a pencil on the table)
                I asked you, why did you volunteer?

                               COLE
                Well, the guard woke me up.  He told me
                I volunteered.

     The SCIENTISTS react, whispering urgently among themselves.

     COLE starts to nod off again, then comes awake with a start as
     the ENGINEER speaks to him.

                               ENGINEER
                We appreciate you volunteering.  You're
                a very good observer, Cole.

                               COLE
                Uh, thank you.

                               ENGINEER
                You'll get a reduction in sentence.

     COLE keeps his face impassive.

                               ASTROPHYSICIST
                To be determined by the proper authorities.

                               ENGINEER
                You don't want to jeopardize that reduction,
                do you, Cole?  Have it taken away?

                               COLE
                No, sir!

                               ASTROPHYSICIST
                We have a very advanced program, something
                very different, requires very skilled people.

                               MICROBIOLOGIST
                An opportunity to reduce your sentence
                considerably...

                               ZOOLOGIST
                And possibly play an important role in
                returning the human race to the surface
                of the earth.

                               ENGINEER
                We want tough minded people.  Strong
                mentally.  We've had some...misfortunes
                with "unstable" types.

                               ASTROPHYSICIST
                For a man in your position...an opportunity.

                               BOTANIST
                Not to volunteer could be a real mistake.

                               MICROBIOLOGIST
                     (tapping his pencil again)
                Definitely a mistake!

     COLE gives away nothing.  He's in a box here.  He has no choices.
     He stares at the tapping pencil.

     INT.  ART GALLERY - NIGHT

     A strikingly "real" world of bright colors.  Extravagant paintings
     adorn the walls.  A POET, tiny and ruddy faced, squints over his
     glasses as he reads in a booming voice to an AUDIENCE of thirty
     seated on folding chairs.

                               POET
                Still among the myriad microwaves, the
                infra-red messages, the gigabytes of ones
                and zeroes, we find words, infinitesimally
                small, byte-sized now, tinier even than
                science lurking in some vague electricity
                where, if we listen we can hear the solitary
                voice of that poet telling us,
                "We are no other than a moving row
                Of Magic shadow-shapes that come and go
                Round with the Sun-illumined Lantern hold
                In Midnight by the Master of the show."

     As the POET reads, we STUDY the audience, mostly YUPPIE CULTURE
     JUNKIES or BOHEMIANS.  Among them, a light-haired woman of twenty-
     eight, soberly dressed, wearing glasses.  She's KATHRYN RAILLY.  And
     it's her beeper that suddenly BEEPS.  BEEP!  BEEP!

                               POET'S VOICE (o.s.)
                "The Moving Finger writes; and, having writ,
                Moves on:  nor all your Piety nor Wit
                Shall lure it back to cancel half a Line,
                Nor all your Tears wash out a Word of it."

     BEEP!  BEEP!  Scowling at the outrageous interruption, the POET
     looks up from the text just as RAILLY, tumbling, shuts off the
     beeper and rises, embarrassed.  As she makes her way to an exit,
     the glaring POET continues...

                               POET
                "Yesterday This Day's Madness did prepare;
                Tomorrow's Silence, Triumph or Despair:
                Drink!  for you know not whence you came, nor why:
                Drink!  for you know not why you go, nor where."

     INT.  CORRIDOR/POLICE STATION - NIGHT

     DETECTIVE FRANKI leads RAILLY past crowded holding cells.

                               FRANKI
                -- so they get there and they ask the guy
                real nice for some kind of i.d., and he gets
                agitated, starts screaming about viruses.
                Totally irrational, totally disoriented,
                doesn't know where he is, what day it is,
                alla that stuff.  All they got was his
                name.  They figure he's stoned out of
                his mind, it's some kinda psychotic
                episode, so they're gonna bring him...

                               RAILLY
                He's been tested for drugs?

                               FRANKI
                Negative for drugs.  But he took on
                five cops like he was dusted to the
                eyeballs.  No drugs.  You believe that?

     FRANKI pauses, indicating a tiny observation window of thick meshed
     glass in an otherwise solid door, and RAILLY looks through it.

     RAILLY'S POV THROUGH THE WINDOW:  a MAN, his back to her, in
     strait-jacket and prison denims, examining the wall of the padded
     cell with the distorted intensity of a "mental case".

                               RAILLY
                You have him in restraints.

                               FRANKI
                Were you listening?  We got two officers in
                the hospital.  Yeah, he's in restraints, plus
                the medic gave him enough stellazine to kill
                a horse.  Look at him!  Still on his feet.

     RAILLY'S POV THROUGH THE WINDOW:  the MAN in the cell turns, looks
     right at her.  In spite of the cuts and welts, it's clearly COLE.

                               RAILLY
                That would explain the bruises, I
                guess.  The struggle.

                               FRANKI
                You want to go in?  Examine him?

                               RAILLY
                Yes, please.  You said he gave a name...

                               FRANKI
                     (unlocking the door)
                James Cole.  That's everything we got.  None
                of the James Coles on the computer match him.
                No license, no prints, no warrants.  Nothing.
                You want me to go in with you?

                               RAILLY
                     (entering)
                No, thank you.

                               FRANKI
                I'll be right here...just in case.

     INT.  ISOLATION CELL

     COLE stares at RAILLY.  The environment is intensely real...vivid
     colors...each sound, however slight, very distinct, almost loud...
     and yet she appears to him almost like a vision.

                               RAILLY
                Mr. Cole?  My name is Doctor Railly.
                I'm a psychiatrist.  I work for the
                County -- I don't work for the police.
                My only concern is your well being --
                do you understand that?

                               COLE
                I need to go now.

                               RAILLY
                I'm going to be completely honest.  I'm
                not going to lie to you.  I can't make
                the police let you go...but I do want
                to help you.  And I want you to trust
                me.  Can you do that, James?  May I
                call you "James"?

                               COLE
                "James"!  Nobody ever calls me that.

                               RAILLY
                     (frowns, studies him)
                Have you been a patient at County?
                Have I seen you someplace?

                               COLE
                No, not possible.  Listen, I have to
                get out of here.  I'm supposed to be
                getting information.

                               RAILLY
                What kind of information?

                               COLE
                It won't help you.  You can't do anything
                about it.  You can't change anything.

                               RAILLY
                Change what?

                               COLE
                I need to go.

                               RAILLY
                Do you know why you're here, James.

                               COLE
                Because I'm a good observer.  Because I
                have a tough mind.

                               RAILLY
                I see.  You don't remember assaulting a
                police officer...several officers?

                               COLE
                They wanted identification.  I don't have
                any identification.  I wasn't trying to
                hurt them.

                               RAILLY
                You don't have a driver's license,
                James?  Or a Social Security card?

                               COLE
                No.
         
                               RAILLY
                Why not?  Most people have some ID.

                               COLE
                You wouldn't understand.

                               RAILLY
                You've been in an institution, haven't
                you, James?  A hospital?

                               COLE
                I have to go.

                               RAILLY
                A jail?  Prison?

                               COLE
                Underground.

                               RAILLY
                Hiding?

                               COLE
                I love this air.  This is wonderful air.

                               RAILLY
                What's wonderful about the air, James?

                               COLE
                It's so clean.  No germs.

                               RAILLY
                You're afraid of germs?

                               COLE
                I have to go.

                               RAILLY
                Why do you think there aren't any germs
                in the air, James?

                               COLE
                This is April, right?

                               RAILLY
                July.

                               COLE
                     (sudden panic)
                July?!

                               RAILLY
                Do you know what year it is?

                               COLE
                What year is it?

                               RAILLY
                What year do you think it is?

                               COLE
                1995?

                               RAILLY
                You think it's July of 1995?  That's
                the future, James.  Do you think you're
                living in the future?

                               COLE
                     (slightly confused)
                No, 1995 is the past.

                               RAILLY
                1995 is the future, James.  This is 1989.

     COLE looks stunned.

     INT.  POLICE STATION CORRIDOR - MORNING

     COLE, bound tightly by the strait-jacket, heavy manacles on his
     ankles, is being escorted down the corridor by two surly POLICEMEN.

                               COLE
                Where are you taking me?

                               POLICEMAN #1
                South of France, buddy.  Fancy hotel.
                You're gonna love it.

                               COLE
                South of France?!  I don't want to go
                to the South of France.  I want to make
                a telephone call.

     POLICEMAN #2 smirks as he unlocks a heavy steel door.

                               POLICEMAN #2
                Zip it, scumbag -- you fooled the shrink
                with your act, but you don't fool us.

     Then, POLICEMAN #2 swings the steel door open and sunlight
     overwhelms COLE, blinding him in a dazzling fury of white light.

     EXT.  CITY STREET/MINI-VAN - DAY

     A Mini-van, the kind of vehicle used to transport a half dozen
     prisoners, crawls through a busy street.  The Police Department
     logo is prominent on the side of the van beneath barred windows.

     INT. COUNTY HOSPITAL/SHOWERS - AN HOUR LATER (MORNING)

     Fierce spray recalls the decontamination in the future.  COLE
     stands stark naked under the shower while two muscular attendants,
     PALMER and BILLINGS, supervise.

     As PALMER shuts off the water, BILLINGS hands COLE a towel and
     starts inspecting his scalp...

                               BILLINGS
                Lemme see your head, Jimbo, see if you
                got any creepy crawlies.

                               COLE
                I need to make a telephone call.

                               BILLINGS
                     (pulling Cole's head)
                Gotta work that out with a doctor, Jimbo.
                Can't make no calls 'til the doctor says.

                               COLE
                It's very important.

                               BILLINGS
                What chew gotta do, Jimbo, is take it
                easy, relax into things.  We all gonna
                get along fine if you just relax.

     COLE gets the hint of menace in the message and submits to the
     lice inspection, only his eyes revealing his frustration.

     INT.  HOSPITAL/DAYROOM - HALF AN HOUR LATER (DAY)

     COLE stands in the doorway, stunned by his first sight of the
     large room.  His eyes go to the heavily-grilled windows where
     light pours in from outside.  Then, to the TV, where a CARTOON
     COMMERCIAL makes raucous noises.

     PATIENTS, in K-Mart street clothes or ratty robes, stare gloomily
     at the TV, or play cards, pace, or just stare blankly.

     BILLINGS is at COLE'S side, beckoning to a patient, JEFFREY MASON,
     a twenty year old white youth dressed in khakis and a plaid shirt.

                               BILLINGS
                Jeffrey.  Yo!  Jeffrey.  This here is James.
                Whyncha show James around?  Tell him the TV
                rules, show him the games an' stuff, okay?

                               JEFFREY
                     (with a sly look)
                How much you gonna pay me?  Huh?  I'd
                be doing your job.

                               BILLINGS
                Five thousand dollars, my man.  That
                enough?  I'll wire it to your account
                as usual, okay?

                               JEFFREY
                Okay, Billings.  Five thousand.  That's
                enough.  Five thousand dollars.  I'll
                give him the Deluxe Mental Hospital Tour.

     As BILLINGS walks away chuckling, JEFFREY turns to COLE.

                               JEFFREY
                Kid around, kid around.  It makes them feel
                good, we're all pals.  We're prisoners, they're
                the guards, but it's all in good fun, you see?

     COLE nods and JEFFREY indicates card tables where PATIENTS are
     playing cards, checkers, chess, or working on jig saw puzzles.

                               JEFFREY
                Here's the games.  Games vegitize you.
                If you play the games, you're
                voluntarily taking a tranquilizer.

     COLE sees a partially completed puzzle of the well-known painting,
     THE PEACEABLE KINGDOM, depicting a serene world of animals in harmony.

                               JEFFREY
                What'd they give you?  Thorazine?  How
                much?  Learn your drugs -- know your doses.

                               COLE
                I need to make a telephone call.

                               JEFFREY
                A telephone call?  That's communication
                with the outside world!  Doctor's
                discretion.  Hey, if alla these nuts
                could just make phone calls, it could
                spread.  Insanity oozing through telephone
                cables, oozing into the ears of all those
                poor sane people, infecting them!  Whackos
                everywhere!  A plague of madness.
                     (suddenly sly and confidential)
                In fact, very few of us here are actually
                mentally ill.  I'm not saying you're
                not mentally ill, for all I know you're
                crazy as a loon.  But that's not why
                you're here.  Why you're here is because
                of the system, because of the economy.
                     (indicating the TV)
                There's the TV.  It's all right there.
                Commercials.  We are not productive
                anymore, they don't need us to make
                things anymore, it's all automated.  What
                are we for then?  We're consumers.  Okay,
                buy a lot of stuff, you're a good citizen.
                But if you don't buy a lot of stuff, you
                know what?  You're mentally ill! That's
                a fact!  If you don't buy things...toilet
                paper, new cars, computerized blenders,
                electrically operated sexual devices...
                     (getting hysterical)
                SCREWDRIVERS WITH MINIATURE BUILT-IN
                RADAR DEVICES, STEREO SYSTEMS WITH
                BRAIN IMPLANTED HEADPHONES, VOICE-
                ACTIVATED COMPUTERS, AND...

     A woman orderly, TERRY, turns from the feeble PATIENT she's helping.

                               TERRY
                Take it easy, Jeffrey.  Be calm.

     Abruptly, JEFFREY stifles his hysteria, takes a deep breath and
     continues, completely calm now.  But COLE isn't listening.  He's
     mesmerized by the TV.

                               JEFFREY
                So if you want to watch a particular
                program, say "All My Children" or
                something, you go to the Charge Nurse
                and tell her what day and time the show
                you want to see is on.  But you have to
                tell her before the show is scheduled
                to be on.  There was this one guy who
                was always requesting shows that had already
                played.  He couldn't quite grasp the
                idea that the Charge Nurse couldn't
                just make it be yesterday for him, turn
                back time ha ha.  What a fruitcake!!

     This last thought actually penetrates COLE'S focus on the TV and
     he turns to JEFFREY who's picking up speed again.

                               JEFFREY
                Seriously, more and more people are
                being defined now as mentally ill.  Why?
                Because they're not consuming on their
                own.  But as patients, they becone
                consumers of mental health care.  And
                this gives the so-called sane people work!
                     (hysteria again)
                WHOOO!  SHOCK THERAPY!  GROUP THERAPY!
                HALLUCINATIONS!  THERAPEUTIC DRUGS!
                IGGIDY DIGGIDY DIG!  PERFECT!  THE
                SYSTEM IN HARMONY LIKE A BIG MACHINE...

                               TERRY
                Okay, that's it, Jeffrey, you're gonna
                get a shot.  I warned you...

                               JEFFREY
                     (calming himself, smiling)
                Right!  Right!  Carried away, heh heh.
                I got "carried away".  Explaining the
                workings of...the institution.

     Just then, TJ WASHINGTON, a somber-looking African American in a
     bathrobe, taps COLE on the shoulder.

                               TJ WASHINGTON
                I don't really come from outer space.

                               JEFFREY
                This is TJ Washington, Jim -- he
                doesn't really come from outer space.

                               TJ WASHINGTON
                Don't mock me, my friend.
                     (to Cole)
                It's a condition of "mental divergence".
                I find myself on another planet, Ogo,
                part of an intellectual elite, preparing
                to subjugate barbarian hordes on Pluto.
                But even though it's a totally convincing
                reality in every way...I can feel, breathe,
                hear...nevertheless, Ogo is actually a
                construct of my psyche.  I am mentally
                divergent in that I am escaping certain
                unnamed realities that plague my life
                here.  When I stop going there, I will
                be well.  Are you also divergent, friend?

     The P.A. SYSTEM interrupts, startling COLE.

                               P.A. SYSTEM (v.o.)
                James Cole.  Report to Staff.  James Cole!

                               JEFFREY
                Staff!  Whoo!  Time for Staff.  Now the
                geniuses cure you.  Hallelujah!

     INT.  PSYCH WARD CONFERENCE ROOM - MINUTES LATER (DAY)

     COLE is agitated, speaking forcefully.

                               COLE
                This is a place for crazy people!  I'm
                not crazy!

     RAILLY, four other PSYCHIATRIC RESIDENTS, including RAILLY'S best
     friend, MARILOU MARTIN, and their chief, DR. OWEN FLETCHER, sit
     around a beat-up conference table, watching COLE, who sits facing
     the doctors, with BILLINGS looming behind him.  (Some of the DOCTORS
     bear a strong resemblance to the SCIENTISTS OF THE FUTURE.)

                               RESIDENT #1
                We don't use that term..."crazy", Mr. Cole.

                               COLE
                Well, you've got some real nuts in here!
                Listen to me, all of you -- I have to
                tell you something that's going to be
                difficult for you to understand, but...

                               DR. RAILLY
                James...please.  These are all doctors
                here and we want to help you.

                               DR. FLETCHER
                Mr. Cole -- last night you told Dr.
                Railly you thought it was...
                     (checking a file)
                1995. ... How about right now?  Do you
                know what year it is right now?

                               COLE
                1989.  Look, I'm not confused.  There's been
                a mistake, I've been sent to the wrong place.

     Suddenly, COLE reaches out and BILLINGS lunges forward, but COLE
     is just grabbing a pad and pencil.

                               COLE
                Hey, I'm not going to hurt anybody.

     FLETCHER restrains BILLINGS with a hand signal.

                               COLE
                     (drawing)
                Do any of you know anything about the
                Army of the Twelve Monkeys?  They paint
                this, stencil it, on buildings, all
                over the place.

     COLE waves a sketch of the dancing monkey logo we saw earlier.

                               DR. CASEY
                Mr. Cole...

                               COLE
                Right.  I guess you wouldn't, this is
                1989, they're probably not active yet.
                That makes sense!  Okay.  Listen to me,
                three billion people died in 1995.
                Three billion, got that?  Almost
                the whole population.  Of the world!
                Only about one percent survived.

     DOCTORS exchange knowing looks.  This is an old story, apparently.

                               RESIDENT #2
                Are you going to save us, Mr. Cole?

                               COLE
                Save you?  How can I save you?  It
                already happened!  I can't save you.  I'm
                simply trying to get some information for
                people in the present so that someday...
                     (sees their eyes)
                You don't believe me.  You think I'm
                crazy.  But I'm not crazy.  I'm a convict,
                sure, I have a quick temper, but I'm as
                sane as anyone in this room.  I...

     COLE stops, sees DR. FLETCHER tapping his pencil.  COLE'S seen
     that tapping before -- in the future!  It disorients him.

                               DR. RAILLY
                Can you tell us the name of the prison
                you've come from?

     COLE doesn't answer.  He's staring at the tapping pencil.

                               DR. FLETCHER
                Does this bother you, Mr. Cole?

                               COLE
                     (recovering, new tack)
                No!  Look, I don't belong here!  What I
                need to do is make a telephone call to
                straighten everything out.

                               DR. FLETCHER
                Who would you call, Mr. Cole, who would
                straighten everything out?

                               COLE
                Scientists.  I'm supposed to report in
                to them.  They'll want to know they
                sent me to the wrong time.

                               DR. FLETCHER
                So you could talk to these scientists
                and they do what?  Send you to the future?

                               COLE
                No, no.  I can't talk to them.  It's called,
                "voice mail".  I'm supposed to leave messages.
                They monitor it from the present.

                               RESIDENT #2
                "From the present."  We're not in the
                present now, Mr. Cole?

                               COLE
                No, no.  This is the past.  This has
                already happened.  Listen...

                               RESIDENT #3
                Mr. Cole, you belong in 1995 -- that's
                the present, is that it?

                               COLE
                No, 1995 is the past, too.  Look...

                               DR. FLETCHER
                These scientists, Mr. Cole?  Are they
                doctors like ourselves?

     Two of the residents exchange quick knowing looks.

                               COLE
                No!  I mean yes, but... Look, I've been given
                a lot of drugs but I'm still perfectly lucid.
                You have to let me use the phone.  One call!

     COLE looks desperately toward RAILLY, pleading eyes meeting hers.

     INT.  LOW RENT APARTMENT - DAY

     Four little KIDS SCREAM and SQUABBLE while the phone CHIRPS
     insistently in the tiny, cluttered apartment and a harried MOTHER
     lunges for the phone, answers sharply...

                               MOTHER
                Yes?
                     (listens, frowns, then)
                Whaaaaat?  "Voice mail"!  I don't know
                what you're talkin' about. ... Is this
                a joke?  I don't know any scientists.
                James who?  Never heard of you!

     The MOTHER slams down the phone.

     INT.  RAILLY'S OFFICE/COUNTY HOSPITAL - DAY

     A dismayed COLE still has the receiver in his hand.  Sympathetically,
     RAILLY takes it from him.

                               RAILLY
                It wasn't who you expected?

     COLE is clearly agitated, starts to pace, upset.  Nuts?

                               COLE
                It was some lady.  She didn't know anything.

                               RAILLY
                Perhaps it was a wrong number...

                               COLE
                No.  That's the reason they chose me --
                I remember things.

     RAILLY frowns, studying the distracted man with intense interest.
     It's clear COLE is becoming a special patient and RAILLY'S cool,
     detached demeanor is giving way ever so slightly.

                               RAILLY
                James, where did you grow up?  Was it
                around here?  Around Baltimore?

                               COLE
                     (lost in thought)
                What?

                               RAILLY
                I have the...strangest feeling I've met
                you before...a long time ago, perhaps.
                Were you ever...?

                               COLE
                Wait!  This is only 1989!  I'm supposed
                to be leaving messages in 1995.  It's
                not the right number yet.  That's the
                problem.  Damn!  How can I contact them?

     RAILLY recovers her distance, her poise, as she takes a bottle,
     pours out some tablets, and holds them out to COLE.

                               RAILLY
                James, take these.
                     (watching him step back)
                Please -- I helped you like I said I
                would.  Now I want you to trust me.

     INT.  AIRPORT CONCOURSE - DAY (THE DREAM)

     MR. PONYTAIL races past the startled YOUNG COLE.

                               MR. PONYTAIL
                WATCH IT!

     Was it JEFFREY wearing gaudy pants and a ponytail?  It was
     definitely JEFFREY'S VOICE.

     TRAVELERS dive for cover as a WOMAN'S VOICE cries out...

                               WOMAN'S VOICE
                NOOOOOOOOOO!

     The TERRIFIED TRAVELER looks up at YOUNG COLE, makes eye contact, but
     doesn't speak.  The TERRIFIED TRAVELER looks a lot like DR. FLETCHER!

     Just then, YOUNG COLE is distracted by a running figure.  It's
     the BLONDE MAN in the Hawaiian shirt, but he's not injured.  He's
     sprinting toward the gates, glancing back over his shoulder, his
     moustache slightly askew!

     A sharp CRACK of a GUNSHOT rings out!  Then, DAZZLING LIGHT.
     Everything goes white!

     INT.  DORMITORY (PSYCH WARD)/COUNTY HOSPITAL - NIGHT

     COLE'S eyes blink awake, blinded by a flashlight.

     He's lying in one of thirty beds in a darkened ward.  Disoriented.
     Which world is this?  The room is full of BREATHING, SNORING,
     occasional MOANS.  He can barely discern the shadowy figures of
     an ORDERLY and a NURSE, making their rounds, checking each bed.

     His eyes adjusting to the darkness, COLE watches them exit.

     He turns and sees a patch of moonlight coming in a barred window.

     With a quick glance at the sleeping PATIENTS, he slips out of
     bed, makes his way stealthily to the window, peers out.

     COLE'S POV:  the moon, glowing in the sky, illuminating a single
     tree.  Under the tree, in silhouette, a COUPLE embraces, kisses.

     ANGLE ON COLE, looking out the window, absorbed.

                               VOICE (o.s.)
                It won't work. You can't open it.

     Alarmed, COLE turns, sees JEFFREY in the next bed.

                               JEFFREY
                You think you can remove the grill but
                you can't.  It's welded.

     COLE checks the grill anyway.

                               JEFFREY
                See?  I toldja.  And all the doors are
                locked, too.  They're protecting the
                people on the outside from us.  But the
                people outside are as crazy as us.

     COLE has become preoccupied with a small SPIDER creeping along
     the window sill.  He's staring at it when he's distracted by a
     sudden SOUND.  Grabbing the SPIDER, COLE scrambles back into bed
     just as the door opens and an ORDERLY probes the dark room with
     the blade of his flashlight.

     ANGLE ON COLE, in bed, feigning sleep.

     The flashlight clicks off and COLE hears the door close.

     For a long moment the ward is silent except for BREATHING,
     SNORES, occasional MOANS.  Then, COLE hears JEFFREY'S hoarse
     whisper, picking up right where he left off.

                               JEFFREY
                You know what "crazy" is?  "crazy" is
                "majority rules".  Take germs for example.

     Although COLE is preoccupied with the SPIDER struggling to get
     out of his fist, he can't help reacting to the word, "germs"!

                               COLE
                Germs?!

                               JEFFREY
                In the 18th century there was no such
                thing!  Nobody'd ever imagined such a
                thing -- no sane person anyway.  Along
                comes this doctor...Semmelweiss, I
                think.  He tries to convince people...
                other doctors mostly...that there are
                these teeny tiny invisible "bad things"
                called germs that get into your body and
                make you...sick!  He's trying to get
                doctors to wash their hands.  What is
                this guy...crazy?  Teeny tiny invisible
                whaddayou call 'em?..."germs"!

     As JEFFREY warms to his subject, getting excited, COLE tries to
     figure out where to put the SPIDER.

                               JEFFREY (cont.)
                So cut to the 20th century!  Last week
                in fact, right before I got dragged
                into this hellhole.  I order a burger
                in this fast food joint.  The waiter
                drops it on the floor.  He picks it up,
                wipes it off, hands it to me...like it
                was all okay.

     No alternative.  COLE pops the SPIDER in his mouth and swallows
     it as JEFFREY prattles on...

                               JEFFREY
                "What about the germs?"  I say.  He
                goes, "I don't believe in germs.  Germs
                are just a plot they made up so they
                can sell you disinfectants and soap!"
                Now, he's crazy, right?  Hey, you
                believe in germs, don't you?

                               COLE
                I'm not crazy.

                               JEFFREY
                Of course not, I never thought you were.
                You want to escape, right?  That's very
                sane.  I can help you.  You want me to,
                don't you?  Get you out?

                               COLE
                If you know how to escape, why don't you...?

                               JEFFREY
                Why don't I escape, that's what you
                were going to ask me, right?  'Cause
                I'd be crazy to escape!  I'm all taken
                care of, see?  I've sent out word.

                               COLE
                What's that mean?

                               JEFFREY
                I've managed to contact certain underlings,
                evil spirits, secretaries of secretaries, and
                assorted minions, who will contact my father.
                When he learns I'm in this kind of place,
                he'll have them transfer me to one of those
                classy joints where they treat you...properly.
                LIKE A GUEST!  LIKE A PERSON!  SHEETS!
                TOWELS!  LIKE A BIG HOTEL WITH GREAT DRUGS
                FOR THE NUT CASE LUNATIC MANIAC DEVILS...

     PATIENTS are waking up as the NURSE and two ORDERLIES burst into the
     dorm and head straight for JEFFREY who's struggling to calm himself.

                               JEFFREY
                Sorry.  Really sorry.  Got a little
                agitated.  The thought of escaping
                crossed my mind and suddenly...suddenly
                I felt LIKE BENDING THE FUCKING BARS
                BACK, RIPPING OFF THE GODDAMN WINDOW
                FRAMES AND...EATING THEM, YES, EATING
                THEM, AND LEAPING, LEAPING...

     COLE watches the ORDERLIES grab JEFFREY and haul him away.

                               JEFFREY
                You dumb assholes!  I'm a mental patient!
                I'm supposed to act out.  Wait til you
                morons find out who I am.  My father's
                gonna be really upset.  AND WHEN MY
                FATHER GETS UPSET, THE GROUND SHAKES!
                MY FATHER IS GOD!  I WORSHIP MY FATHER.

     INT.  WARD DAYROOM - MORNING

     ANGLE ON TV SCREEN/A VIDEO IMAGE OF A LAB MONKEY, convulsing
     pathetically, a victim of shocks from the numerous wires attached
     to his tiny, restrained body.

     ANGLE ON COLE, sitting, writing intensely in a magazine with
     crayon, surrounded by dull-eyed PATIENTS in pajamas and ratty
     robes, staring at the shuddering LAB MONKEY on the TV screen.

                               JEFFREY'S VOICE (o.s.)
                Torture!  Experiments!  We're all
                monkeys

     COLE locks up, startled, as JEFFREY, one eye bruised black, takes
     the seat next to him.

                               COLE
                They hurt you!

                               JEFFREY
                Not as bad as what they're doing to
                kitty.

     ANGLE ON TV, showing a laboratory CAT turning in mad circles,
     eating its own tail, while a NEWS REPORTER narrates.

                               TV NEWS REPORTER (v.o.)
                These video tapes were obtained by
                animal rights activists who worked
                underground as laboratory assistants
                for several months.  Authorities say
                there is little they can do until...

     The video footage now shows LAB WORKERS watching the results of
     their experiments passively.

     ANGLE ON COLE, reacting angrily.

                               COLE
                Look at those assholes, they're asking
                for it!  Maybe people deserved to be
                wiped out!

                               JEFFREY
                     (startled, turning)
                Wiping cut the human race!  That's a
                great idea!  But it's more of a long
                term thing -- right now we have to
                focus on more immediate goals.
                     (sudden whisper)
                I didn't say a word about "you know
                what".

                               COLE
                What are you talking about???

                               JEFFREY
                You know -- your plan.

     As COLE stares, befuddled, JEFFREY sees COLE'S magazine.

                               JEFFREY
                What're you writing?  You a reporter?

                               COLE
                     (shielding the magazine)
                It's private.

                               JEFFREY
                A lawsuit?  You going to sue them?

     Just then BILLINGS looms over COLE, extending a cup full of pills.

                               BILLINGS
                Yo, James -- time to take your meds.

     INT.  DAY ROOM/HOSPITAL - THIRTY MINUTES LATER (MORNING)

     ANGLE ON THE TV, a commercial playing:  a beautiful couple romps
     in the surf in slow motion while an eager NARRATOR encourages...

                               NARRATOR (v.o.)
                Take a chance.  Live the moment.  Sunshine.
                Gorgeous beaches.  The Florida Keys!

     ANGLE ON COLE, very drugged, seated in front of the TV along with
     other drugged PATIENTS, staring at the screen.

     ANGLE ON THE TV, showing a picture of the Marx Brothers.

                               TV AWNOUNCER (v.o.)
                We'll return to the Marx Brothers in
                "Monkey Business" following these
                messages.

                               JEFFREY'S VOICE (o.s.)
                Monkey Business!  Monk Key Business.

     COLE sees JEFFREY sliding into the next chair and smirking.
         
                               JEFFREY
                Get it?  Monk - Key.  Monk!
                     (big grin)
                Key!

     JEFFREY flashes his palm open for one quick moment.  A KEY!

                               COLE
                     (groggy)
                What....???

                               JEFFREY
                Wooooo, they really dosed you, bro.
                Major load!  Listen up -- try and get
                it together.  Focus!  Focus!  The plan!
                Remember?  I did my part.

                               COLE
                What...???

                               JEFFREY
                Not, "what", babe!  When!

                "When???"

                               JEFFREY
                     (pressing the key into Cole's hand)
                Now!

                               VOICE/TV (o.s.)
                Let us guide you to the stocks and
                bonds that will enhance your portfolio.

                               JEFFREY
                     (leaping to his feet)
                YES -- NOW!  BUY NOW!  STOCKS AND BONDS!
                NO MORE MONKEY BUSINESS -- BUY NOW.

     ANGLE ON TV, almost mimicking JEFFREY with an ad...a BULL and a
     BEAR and a computer screen showing stock prices fluctuating.

                               VOICE/TV (v.o.)
                A portfolio tailored to your specific
                needs and the needs of your loved ones...

        ANGLE ON COLE, dumbfounded, watching JEFFREY dance crazily.

                               JEFFREY
                YES, YES.  ENHANCE YOUR PORTFOLIO NOW!

        ANGLE ON BILLINGS, across the ward, reacting to JEFFREY, lets go
        of the OLD MAN he's helping as another orderly, TERRY, presses a
        beeper, calling for help.

        ANGLE ON COLE, flabbergasted, as JEFFREY cavorts around the room.

                                  JEFFREY
                   BUY!  SELL!  SEIZE THE OPPORTUNITY!

        ANGLE ON A HAND, inserting the last piece into the PEACEABLE
        KINGDOM JIGSAW PUZZLE.  Just then, JEFFREY'S HAND sweeps the
        puzzle off the table, scattering it into a thousand pieces.

        ANGLE ON JEFFREY, dancing away while the PATIENT who just
        completed the puzzle stares, very upset.

        Other PATIENTS are getting agitated, too, as JEFFREY avoids a
        lunge by BILLINGS and dances off, using PATIENTS as a shield.

                                  HEAVY WOMAN PATIENT
                   I'M GETTING DIZZY.  MAKE HIM STOP!

                                  SKINNY MAN PATIENT
                   HERE THEY COME!  THEY'RE COMING!

                                  OLD MAN PATIENT
                   FIVE HUNDRED DOLLARS!  I GOT FIVE
                   HUNDRED DOLLARS!  I'M INSURED!

                                  JEFFREY
                   OPPORTUNITY!  DEFINITELY!  A WINDOW OF
                   OPPORTUNITY!  OPENING NOW!  NOW'S THE TIME
                   FOR ALL GOOD MEN TO SEIZE THE MOMENT!  YES!
                   YES!  MASTERCARD!  VISA!  THE KEY TO HAPPINESS!

     ANGLE ON COLE, realizing through the haze of drugs that JEFFREY
     is sending a message to him.  COLE looks at the ward door.

     COLE'S POV:  the WARD DOOR opens and two husky ORDERLIES enter.
     One locks the door with a key, one of many on a key ring attached
     to his belt, as the other ORDERLY rushes to join the pursuit.

                               JEFFREY
                   SEIZE THE MOMENT!  GET RICH!  NOW'S THE
                   TIME!  GO FOR IT!

                               BILLINGS
                     (missing a tackle)
                   God damn you, Jeffrey, quit playing the fool.

     ANGLE ON COLE, hesitating.  He locks at the door...blurring in
     and out of focus.  He looks down at the key in his hand.

     ANGLE ON JEFFREY, being grabbed by the ORDERLIES.  JEFFREY
     resists wildly as they struggle to overpower him.

                               JEFFREY
                   LAST CHANCE!  LAST CHANCE!  HEY -- OW!

     ANGLE ON COLE, moving to the door.  He reaches it and tries to
     insert the key in the lock.

     ANGLE ON LOCK, as the key keeps missing the hole.

     ANGLE ON COLE, glancing nervously over his shoulder.

     COLE'S POV:  ORDERLIES swarm over JEFFREY, don't notice COLE.

     ANGLE ON COLE, managing to insert the key.  It won't turn.

     A PATIENT, close at hand, startles COLE, speaking into his ear.

                               PATIENT
                Place to go would be...Florida.  The
                keys are lovely this tine of year.

     COLE, unnerved, desperate tries the key again.  It turns.

                               PATIENT
                Be careful.  J. Edgar Hoover isn't really dead.

     COLE pauses, stares, not understanding.  Then, he opens the door.

     INT.  CORRIDOR/COUNTY HOSPITAL

     Stepping through the door, COLE finds himself in an ante-room
     facing several elevators.

     A uniformed SECURITY MAN sitting at a near-by desk doesn't even
     lock up from the magazine he's reading.

     Barely daring to breathe, COLE steps toward the elevators so his
     back is to the SECURITY MAN.  But he doesn't know how to control
     this elevator.  What should he do?

                               SECURITY MAN'S VOICE (o.s.)
                Two's not working today.  Use one.

     COLE freezes, sneaks a glance over his shoulder.

     COLE'S POV:  the SECURITY MAN continues his reading.  He's a big
     guy with reading glasses perched on his nose.  He looks exactly
     like the MENACING GUARD IN THE FUTURE...SCARFACE!

     ANGLE ON COLE, stunned!

     Just then, an elevator door slides open.  The elevator's empty.

     COLE steps into it.

     INT.  ELEVATOR/COUNTY HOSPITAL

     The door closes, isolating COLE in the elevator.

     COLE finds the down button, is about to push it when the elevator
     springs to life.  The numbers on the indicator over the door
     start to rise.  7...8...9.

     Then, the elevator stops and the door opens.

     Two DOCTORS and an AIDE stand in front of the door, waiting.

     COLE hesitates.

     They look at him.  They seem to expect him to exit.

     Avoiding eye contact, COLE exits the elevator.

     As they enter the elevator, the DOCTORS look back at COLE and frown.

     INT.  RAILLY'S OFFICE - MORNING

     RAILLY has just arrived for work.  She's slipping on her white
     doctor's coat when...

     DR. CASEY, one of the other residents, sticks his head in the
     door waving a crayoned message on a page torn from a magazine.

                               DR. CASEY
                This was in my box, but I have a slight
                suspicion it wasn't meant for me.

     CASEY enters the room, reading the scrawled words dramatically.

                               DR. CASEY
                "You are the most beautiful woman I have
                ever seen.  You live in a beautiful
                world.  But you don't know it.  You have
                freedom, sunshine, air you can breathe."

                               RAILLY
                     (smiling)
                Cole.  James Cole -- right?

     She reaches for the note but CASEY moves it out of her grasp.

                               DR. CASEY
                "I would do anything to stay here, but
                I must leave.  Please, help me."

                               RAILLY
                Poor man...

     CASEY is handing her the note when another resident, DR. GOODINS,
     sticks his head in the door.  He's upset.

                               DR. GOODINS
                Hey, Kathryn, James Cole is one of
                yours, right?

     RAILLY and CASEY stare at him.

                               DR. GOODINS
                He got out.  Took off.  Last seen, he
                was up on nine.

    INT.  X-RAY DEPARTMENT/BASEMENT - DAY

    A PATIENT is being swallowed by a large tube, a CAT SCANNER,
    while a DOCTOR in a white coat speaks reassuringly.

                               DOCTOR
                Just relax -- don't fight it.  We have
                to know exactly what's there so we can...

     The DOCTOR stops, astonished, as the door bursts open.

     It's COLE!  He stares at the PATIENT and the Cat Scanner.

     The PATIENT lifts his head up and stares at COLE.

                               DOCTOR
                Eh, excuse me.  Can I help you?

     COLE turns and rushes back out the door.

     INT.  CORRIDOR/COUNTY HOSPITAL

     COLE steps into the corridor, turns to his right, freezes.

     A POSSE of SECURITY GUARDS is headed in his direction.

     COLE turns to his left.

     Four ORDERLIES are coming that way.

     COLE'S trapped.  A beat.  He attacks the nearest man.  BILLINGS.

     INT.  TECH ROOM/PSYCH WARD - SHORTLY (DAY)

     RAILLY prepares a hypo, turns to COLE who is strapped tightly on
     a gurney with BILLINGS and an RN standing on either side, tense
     for more trouble.  One of BILLINGS' eyes is starting to swell shut.

                               RAILLY
                It's just a shot to calm you.

                               COLE
                No more drugs.  Please...

                               RAILLY
                I have to do this, James.  You're very
                confused.

     RAILLY pushes the needle into COLE'S skin.

     INT.  CONFERENCE ROOM/PSYCH WARD - LATER (DAY)

     DR. FLETCHER faces RAILLY across the conference table.  DR.
     CASEY, DR. GOODINS, DR. MARILOU MARTIN are also there.

                               DR. FLETCHER
                Don't be defensive, Kathryn, this isn't
                an inquisition.

                               RAILLY
                I didn't think I was being defensive.
                I was just...

                               DR. FLETCHER
                He should have been in restraints.  It
                was bad judgment on your part, plain
                and simple.  why not just cop to it?

                               RAILLY
                Okay, it was bad judgment.  But I have
                the strangest feeling about him -- I've
                seen him somewhere and...

                               DR. FLETCHER
                     (impatient, not interested)
                Two policemen were already in the
                hospital and now we have an orderly
                with a broken arm and a Security
                Officer with a fractured skull.

                               RAILLY
                I said it was bad judgment!  What else
                do you want me to say?

                               DR. FLETCHER
                You see what I mean?  You're being defensive.
                     (to Dr. Casey)
                Isn't she being defensive, Bob?

     But just then, BILLINGS sticks his head in the door.

                               BILLINGS
                Uh, Dr. Fletcher -- we got another...
                situation.

     INT.  CORRIDOR/PSYCH WARD - MOMENTS LATER (DAY)

     DR. FLETCHER looks into an empty padded cell as RAILLY, MARTIN,
     GOODIN, BILLINGS, PALMER and the NURSE crowd behind him.

                               DR. FLETCHER
                He was in full restraints?  And the
                door was locked?

                               BILLINGS
                Yes, sir.  Did it myself.

                               DR. FLETCHER
                And he was fully sedated?

                               RAILLY
                He was fully sedated!

                               DR. FLETCHER
                Then are you trying to tell me that a
                fully sedated, fully restrained patient
                somehow slipped out that vent, replaced
                the grill behind him and that he's wriggling
                through the ventilation system right now?

     DR. FLETCHER indicates an impossibly tiny vent high in the wall.

     INT.  CONCOURSE/AIRPORT - DAY (THE DREAM)

     Seen through the glass windows, a 747 takes off, climbing into
     the sky as the airport P.A. System drones...

                               P.A. SYSTEM
                Flight 784 to San Francisco now
                boarding at Gate 38...

     YOUNG COLE, watching the 747, whirls at the SOUND of a COMMOTION.

     MR. PONYTAIL bumps him.

     The BLONDE MAN sprints past.  The WOMAN'S VOICE calls out!

                               WOMAN'S VOICE
                NOOOOOOOOOO!

     TRAVELERS dive for cover briefly revealing the mysterious BRUNETTE
     running after the BLONDE MAN!  But this time, YOUNG COLE catches
     just a glimpse of her face.  She looks a little like RAILLY except
     for the dark hair, the make-up. and the flashy earrings.  She
     calls out, her VOICE blending weirdly with the P.A. SYSTEM...

                               BRUNETTE/P. A. SYSTEM
                The Freedom For Animals Headquarters
                now boarding on Second Avenue.  The
                Army of the Twelve Monkeys...

                               ENGINEER'S VOICE (o.s.)
                Cole, you moron -- wake up!

     INT.  ENGINEERING OFFICE - ETERNAL NIGHT OF THE FUTURE

     As COLE blinks awake, the digitized monotone of the P.A. SYSTEM
     continues to drone in an unearthly VOICE...

                               UNEARTHLY VOICE/P.A. SYSTEM
                -- they're the ones who are going to do it...

     COLE'S eyes seek the source of the sound and find it on the table
     in front of the panel of disapproving SCIENTISTS facing him.  It's
     a beat-up old tape recorder.

                               UNEARTHLY VOICE/TAPE RECORDER
                I can't do anything more.  The Police
                are after me.

     The tape ends, runs off the reel, flap...flap...flap...

                               ASTROPHYSICIST
                Well?

                               COLE
                Uh, what?

                               ENGINEER
                He's drugged out of his mind!  He's
                completely zoned out.

                               ASTROPHYSICIST
                Cole, did you or did you not record
                that message?

                               COLE
                Uh, that message...me?

                               MICROBIOLOGIST
                It's a digital reconstruction of a
                message, Cole, from a weak signal on our
                contact number.  Did you make that call?

                               COLE
                     (angrily)
                I couldn't call!  You sent me to the
                wrong year!  It was 1989.

                               SCIENTISTS
                1989!

     The SCIENTISTS react, exchanging looks, whispers.  Then,

                               ZOOLOGIST
                You're certain of that?

                               GEOLOGIST
                     (before Cole can answer)
                What did you do with your time, Cole?
                Did you waste it on drugs?  Women?

                               COLE
                They forced me to take drugs.

                               BOTANIST
                Forced you!  Why would someone force
                you to take drugs?

                               COLE
                I got into trouble.  I got arrested.
                But I still got you a specimen -- a
                spider -- but I didn't have anyplace to
                put it, so I ate it.  It was the wrong
                year anyway, so I guess it doesn't matter.

     The SCIENTISTS stare incredulously, then turn, exchange knowing
     looks, huddle, start whispering to one another.

     Struggling to stay awake COLE sees, blurrily, the MICROBIOLOGIST
     staring at COLE intently.  For one moment, the face belongs to
     DR. FLETCHER!

     COLE blinks hard...and the MICROBIOLOGIST has his own face, again.

     COLE'S head slumps forward now...and everything goes dark.

                               GEOLOGIST'S VOICE (o.s.)
                Cole!

     INT.  ENGINEERING OFFICE - ETERNAL NIGHT OF THE FUTURE

     COLE comes awake with a start.  The room is dark now, except...

     a slide is being projected on a torn screen.  It's a picture of a
     stenciled graffiti...the logo of The Army of the 12 Monkeys.

                               ENGINEER
                What about it, Cole?

                               ZOOLOGIST
                Did you see it?

                               COLE
                Uh, no, sir.  I...

     Another slide CLICKS into place.  Youthful PROTESTERS, their
     placards featuring slogans and images of Animal Atrocities,
     confront POLICE in riot gear.

                               ASTROPHYSICIST
                What about these people?  Did you see
                any of these people?

     Zooming in, panning, the SCIENTISTS emphasize the FACES of the
     PROTESTERS.  The FACES are unfamiliar to COLE (though WE will
     recognize some of them later on).

                               COLE (o.s.)
                Uh, no, sir, I...wait!

     The image pans back to a much enlarged blurry FACE among the
     PROTESTERS.  In spite of the poor image, the expression of rage
     is clear, and it seems to resemble a somewhat older JEFFREY MASON.

                               ASTROPHYSICIST
                Him?  You saw that man?

                               COLE
                Uh, I think so.  In the mental hospital.

                               MICRO3IOLOGIST
                     (switching on the light)
                You were in a mental institution?!

     The SCIENTISTS MUTTER disapprovingly among themselves.

                               ASTROPHYSICIST
                You were sent to make very important
                observations!

                               BOTANIST
                You could have made a real contribution.

                               GEOLOGIST
                Helped to reclaim the planet...

                               ZOOLOGIST
                As well as reducing your sentence.

                               MICROBIOLOGIST
                The question is, Cole -- "Do you want
                another chance?"

     COLE stares at them, trying to figure out what they mean.

     INT.  CONCOURSE/AIRPORT - DAY (THE DREAM)

     The BRUNETTE runs up the concourse, her back to YOUNG COLE, as
     frightened PASSENGERS duck for cover, SHOUTING!

                               RASPY VOICE (o.s.)
                Hey!  Who's that?

     INT.  CELL - ETERNAL NIGHT

     COLE opens his eyes.  Where is he?  Silence as he examines the
     tiny cell.  Bare cement walls.  High ceiling.  Same color and
     size as the isolation room at the county hospital.

                               RASPY VOICE (o.s.)
                Hey, Bob...what's your name?

     COLE looks around frantically.  Up, down.  Where is the VOICE
     coming from?  Maybe from that tiny vent high in the wall...

                               COLE
                Where are you?

                               RASPY VOICE (o.s.)
                You can talk!  Wah'dja do, Bobby boy?
                Volunteer?

                               COLE
                My name's not "Bob".

                               RASPY VOICE (o.s.)
                Not a prob, Bob.  Where'd they send you?

                               COLE
                Where are you?

                               RASPY VOICE (o.s.)
                Another cell. ...  Maybe.

                               COLE
                What do you mean, "maybe"?  What's that
                supposed to mean?

                               RASPY VOICE (o.s.)
                Maybe.  Means "maybe" I'm in the next cell,
                another "volunteer" like you -- or "maybe"
                I'm in the Central Office spying on you
                for all those science bozos.  Or, hey, "maybe"
                I'm not even here.  "Maybe" I'm just in
                your head.  No way to confirm anything.
                Ha Ha.  Where'd they send you?

     COLE doesn't answer.

                               RASPY VOICE (o.s.)
                Not talking, huh, Bob?  That's okay
                I can handle that.

                               COLE
                1989.

                               RASPY VOICE (o.s.)
                89!  How was it?  Good drugs?  Lotsa
                pussy?  Hey, Bob, you do the job?  D'ju
                find out the "big info"?...Army of the
                Twelve Monkeys...where the virus was
                prior to mutation?

                               COLE
                It was supposed to be 1995.

                               RASPY VOICE (o.s.)
                Science isn't an exact science with
                these clowns.  You're lucky you didn't
                end up in ancient Egypt!

     INT.  LAB - ETERNAL NIGHT OF THE FUTURE

     COLE is strapped on a gurney.  SCIENTISTS hover near-by,
     whispering.  The walls of the gloomy chamber are damp, sweating.

                               GEOLOGIST
                No mistakes this time, Cole.

                               ASTROPHYSICIST
                Stay alert.  Keep your eyes open.

                               ZOOLOGIST
                Good thinking about that spider, Cole.
                Try and do something like that again.

                               MICROBIOLOGIST
                Just relax now -- don't fight it.  We
                have to know exactly what's there so we
                can fix it.

     The gurney is being wheeled into a crudely welded steel tube...
     reminiscent of the cat scanner in County Hospital.

     COLE'S POV:  a last glimpse of anxious FACES, then the chamber
     door is CLANGED shut.

     EVERYTHING IS BLACK.  A HUM BUILDS.  THE BLACKNESS VIBRATES, THE
     HUM REACHES A DEAFENING LEVEL, THEN DIMUENDOS.  WE BEGIN TO HEAR
     BURSTS OF MACHINE GUN FIRE, VOICES SHOUTING IN FRENCH, A SUDDEN
     HUGE EXPLOSION!  THEN...

     EXT.  TRENCH/FRANCE - DAY

     DRIZZLING RAIN.  And SCREAMS.  COLE'S in a deep trench, naked,
     eyes wide with terror. What's going on? Where is he?  SOLDIERS
     in gas masks push urgently past him rushing toward their injured
     COMRADES who've been ripped apart by the shell that just hit
     fifteen yards away.  Muffled VOICES shout through gas masks...
     in FRENCH.  COLE doesn't know it, but this is World War I!
     Suddenly, a SERGEANT confronts him, shouting in French.

                               SERGEANT
                     (FRENCH, subtitled)
                Where's your mask?!  And your clothes...
                and your weapon, you idiot?!

                               COLE
                What?  What??

     COLE looks around desperately.  A horribly WOUNDED MAN is being
     stretchered past them in the narrow trench.  Machine guns chatter
     close at hand.  AAK AAK AAK.  A grenade EXPLODES.  Reacting to the
     foreign word, the SERGEANT jams his bayonet into COLE'S ribs...

                               SERGEANT
                     (FRENCH, subtitled)
                Captain!  A Kraut!  We got a Kraut!

                               COLE
                I don't understand.  Where am I?

     The CAPTAIN hurries over, snapping at COLE in German.

                               CAPTAIN
                     (GERMAN, subtitled)
                How'd you get here, soldier?  What's
                your rank?  Where are your clothes?

                               COLE
                I...don't understand.

                               CAPTAIN
                     (frowning, GERMAN, subtitled)
                German!  Speak German!  What are you
                doing here?

                               VOICE (o.s.)
                     (pleading in English)
                I gotta find 'em.  I gotta find 'em.
                Please, you gotta help me!

     COLE turns, sees...

     It's his friend, JOSE, the Puerto Rican kid from the next cell in
     the "underground" time.  He's being carried past COLE now on a
     stretcher, blood all over his torso, horribly wounded.

                               COLE
                JOSE!

                               JOSE
                Cole!  Oh, God, Cole, where are we?

     JOSE reaches out to COLE just as a PHOTOGRAPHER takes a FLASH
     PICTURE of the kid being carried off on the stretcher.  SUDDENLY,
     SHOTS RING OUT.  COLE goes down.  Hit in the leg!

     SOLDIERS in gas masks rush past him like giant insects.

     Looking to his left, COLE sees the CAPTAIN lying beside him, dead
     from a chest wound, his gas mask half off.

     COLE is reaching for the mask when...

     A SHELL HITS CLOSE BY WITH AN ENORMOUS EXPLOSION.

     EXT.  COLLEGE CAMPUS - NIGHT

     Stunningly quiet.  We are on a placid campus looking at the
     dignified architecture of Breitrose Hall.  MOVING IN we FOCUS ON
     a large poster advertising "The Alexander Lectures, Spring 1995".
     WE SKIM the listings (Jon Else on The Nuclear Agony, Dr. Andrew
     Miksztal on Biological Ethics, etc.) until we SETTLE ON...

                             DR. KATHRYN RAILLY
                      MADNESS AND APOCALYPTIC VISIONS
                                   MAY 17

     INT.  AUDITORIUM/BREITROSE HALL - NIGHT

     A large screen dominates the auditorium stage.  On the screen is
     a slide of an engraving from the Middle Ages showing a MADMAN in
     apparent agony, his mouth shaped to a scream, as he is restrained
     by PEASANTS.  The projector ZOOMS slowly in on the agonized FACE
     of this MADMAN as we HEAR RAILLY'S VOICE lecturing.

                               RAILLY'S VOICE (o.s.)
                According to the accounts of local
                officials at that time, this gentleman,
                judged to be about forty years of age,
                appeared suddenly in the village of Wyle
                near Stonehenge in the West of England in
                April of 1162.  Using unfamiliar words and
                speaking in a strange accent, the man made
                dire prognostications about a pestilence
                which he predicted would wipe out humanity
                in approximately 8OO years.  Deranged and
                hysterical, the man raped a young woman of the
                village, was taken into custody, but then
                mysteriously escaped and was not heard of again.

     WE DISCOVER RAILLY, six years older now, standing at a lectern
     in a pool of light.  She's dwarfed by the giant screen where the
     engraving is replaced by a series of slides of woodcuts showing
     scenes of pestilence in the Middle Ages as she lectures to an
     audience of mostly SCHOLARLY TYPES.

                                    RAILLY (cont.)
                In 1841, Mackay wrote, "During seasons
                of great pestilence, men have often
                believed the prophecies of crazed
                fanatics, that the end of the world was
                come."  Obviously, this plague/doomsday
                scenario is considerably more compelling
                when reality supports it in some form,
                whether it's the Bubonic Plague, smallpox,
                or AIDS.  In addition to these "natural"
                contagions, there are now technological
                horrors as well:  besides radiation,
                consider our lurking fear of germ
                warfare and its close approximation,
                chemical warfare, which first reared
                its ugly head in the deadly mustard
                gas attacks during the First World War.

     ON THE SCREEN, a SERIES of SLIDES show images of WORLD WAR I
     SOLDIERS in gas masks, in death throes, etc..

                               RAILLY'S VOICE (cont. o.s.)
                During such an attack in the French
                trenches in October, 1917, we have an
                account of this soldier...

     ON THE SCREEN, a slide of an old deteriorated photograph shows
     JOSE, the Puerto Rican kid, strapped to a stretcher, being carried
     by SOLDIERS through the trenches during an attack.  JOSE appears
     to be ranting madly as the projector ZOOMS CLOSER on his face until
     the image approximates Munch's famous painting.

                               RAILLY'S VOICE (cant. o.s.)
                -- who, during an assault, was wounded
                by shrapnel and hospitalized behind the
                lines where Doctors discovered he had
                lost all comprehension of French but
                spoke English fluently, albeit in a
                regional dialect they didn't recognize.
                The man, although physically unaffected
                by the gas, was hysterical.  He claimed
                he had come from the future, that he was
                looking for a pure germ that would
                ultimately wipe mankind off the face of
                the earth in the year... 1995!

     The AUDIENCE gives a nervous CHUCKLE.

     ON THE SCREEN, a different old photograph of JOSE.  This time
     he's in a military hospital, gaunt, haunted, very ill.

                               RAILLY'S VOICE (cont. o.s.)
                Although seriously injured, the young
                soldier disappeared from the hospital
                before more data could be gathered.  No
                doubt, he was trying to carry on his
                mission to warn others, substituting
                for the agony of war...a self-inflicted
                agony we call the "Cassandra Complex".

     As RAILLY continues, we SCAN the AUDIENCE and DISCOVER MARILOU MARTIN,
     RAILLY'S friend, and MARILOU'S HUSBAND, WAYNE CHANG, both listening
     attentively.  Further away, another MAN listens intently.  A MAN with
     shoulder-length carrot-colored hair.  His name is DR. PETERS.

                               RAILLY (cont.)
                Cassandra, in Greek legend you will recall,
                was condemned to know the future but to be
                disbelieved when she foretold it.  Hence,
                the agony of foreknowledge combined with
                impotence to do anything about it.

     INT.  RECEPTION ROOM - AN HOUR LATER (NIGHT)

     A stack of new books.  THE DOOMSDAY SYNDROME, Apocalyptic
     Visions of the Mentally Ill by Dr. Kathryn Railly

     Surrounded by enthusiastic members of the audience, RAILLY is
     seated at the table signing books but DR. PETERS has her ear.

                               DR. PETERS
                I think, Dr. Railly, you have given
                your alarmists a bad name.  Surely
                there is very real and very convincing
                data that the planet cannot survive the
                excesses of the human race:  proliferation
                of atomic devices, uncontrolled breeding
                habits, the rape of the environment, the
                pollution of land, sea, and air.  In this
                context, isn't it obvious that "Chicken
                Little" represents the sane vision and
                that Homo Sapiens' motto, "Let's go
                shopping!" is the cry of the true lunatic?

     DR. PETERS smiles self-importantly at RAILLY as an elderly
     disheveled PROFESSOR elbows in front of him.
 
                               DISHEVELED PROFESSOR
                Doctor Railly -- please!  I wonder if
                you're aware of my own studies which
                indicate that certain cycles of the
                moon actually impact on the incidence
                of apocalyptic predictions as observed
                in urban emergency rooms and...

     As the PROFESSOR babbles, MARILOU MARTIN and her husband, WAYNE
     CHANG, appear and whisper...

                               MARILOU
                You were great.

                               RAILLY
                You're leaving?

                               MARILOU
                The reservation's at nine thirty --
                it's getting late.

                               DISHEVELED PROFESSOR
                Doctor Railly -- please -- this is very
                important!

                               WAYNE CHANG
                     (checking the professor)
                You sure you're gonna be all right?

                               RAILLY
                     (smiles, checks her watch)
                I'll be there in twenty minutes.

                               DISHEVELED PROFESSOR
                Dr. Railly, I simply cannot understand
                your exclusion of the moon in relation
                to apocalyptic dementia...

     EXT.  PARKING LOT/BREITROSE HALL - NIGHT

     A full moon.

     COLLEAGUES in a VOLVO pull out of the parking lot, calling,
     "Congratulations" to RAILLY.

     She waves back as she hurries to her black ACURA, one of the last
     cars left in the lot.

     The outside lights of Breitrose Hall go off.

     RAILLY seems to be alone in the lot as she fishes keys from her
     purse, unlocks her car door, starts to open it when...

     Suddenly, she's grabbed from behind in a choke-hold by a large
     shadowy MAN looming out of the darkness behind her.

                               MAN'S VOICE
                Get in!

     Unable to scream, she writhes and kicks as he forces her into the
     front seat.

                               MAN'S VOICE
                I've got a gun.

     RAILLY freezes, terrified, as he opens the rear door and
     scrambles in behind her.

     INT.  ACURA/PARKING LOT

     Fighting to suppress the quaver in her voice, RAILLY says...

                               RAILLY
                You can have my purse.  I have a lot of
                cash and credit...

                               MAN'S VOICE (o.s.)
                Start the car.

     Glancing in the rear view mirror, RAILLY sees penetrating eyes
     peering out of the shadows, no other features.

     Half-turning in the seat, she holds out the keys to him.

                               RAILLY
                Here!  You can have the keys.  You can...

     He grabs her hair and yanks her head back hard, speaking fiercely
     into her ear, his face last in shadow.

                               MAN
                START THE CAR!  NOW!

     EXT.  ACURA/PARKING LOT

     The engine STARTS, the Acura backs up, then heads for the exit.

     INT.  ACURA

     Steering fearfully, RAILLY hears him speak more calmly now.

                               MAN'S VOICE (o.s.)
                I don't want to hurt you.  But I will.
                I've hurt people before when...when I
                had no choice.  Turn left.

     As she makes the turn, RAILLY glances in the rear view mirror,
     sees him unfolding a tattered map.  His face is lost in darkness
     but she glimpses ragged, torn clothing as he tries to read the
     map by the intermittent glow of passing street lights.

                               RAILLY
                Where... where are we going'

                               MAN
                I need you to drive me to Philadelphia.

                               RAILLY
                     (startled, horrified)
                But that's... that's more than 200 miles!

                               MAN
                That's why I can't walk there.  Turn
                here... I think...

     RAILLY obeys.  She glances in the mirror again, hesitates, then
     boldly switches on the dome light, holding her breath fearfully
     for his reaction.

     He grunts appreciatively.  Relieved, she looks in the mirror
     again, trying to get a better look at him, but now his features
     are concealed by the map.

                               RAILLY
                If you make me go with you, it's
                kidnapping.  That's a serious crime.
                If you let me go, you could just take
                the car and...

                               MAN
                I don't know how to drive!  We went
                underground when I was nine, I told you
                that.  When you come to the corner,
                turn right.

     Startled, RAILLY whirls, looks right at him.

     He's lowered the map.  It's COLE!  Haggard, unshaven, dirty.

                               RAILLY
                Cole!  James Cole!  You escaped from a
                locked room six years ago.

                               COLE
                1989.  Six years for you.  There's the
                sign!  Right here!

     COLE is indicating a freeway entrance.

     RAILLY turns the wheel sharply.

     EXT.  FREEWAY - NIGHT

     The Acura veers up the ramp and onto the freeway.

     INT.  ACURA/FREEWAY - NIGHT

     RAILLY glances in the mirror, sees COLE settling back wearily
     against the seat.  She says carefully...

                               RAILLY
                I can't believe this is a coincidence,
                Mr. Cole.  Have you been...following me?

                               COLE
                You told me you'd help me.  I know this
                isn't what you meant, but...I was desperate...
                no money...bum leg... sleeping on the streets.
                I probably smell bad.  Sorry about that.
                But then I saw your book in a store window
                with a notice about your lecture.
                     (sudden pride)
                I can read, remember?

                               RAILLY
                Yes, I remember.
                     (a beat, then)
                Why do you want to go to Philadelphia?

                               COLE
                It's the next step.  I checked out the
                Baltimore information, it was nothing.
                It's Philadelphia, that's where they
                are, the ones who killed everyone.
                     (pointing suddenly, eagerly)
                Zs that a radio?  Does it play music?

     RAILLY turns on the radio and immediately WE HEAR the SOUND of SURF
     and the CRIES of gulls, background to an oozing baritone COMMERCIAL.

                               COMMERCIAL/RADIO (o.s.)
                This is a personal message to you.

     COLE sits up, alert, listening intently.

                               COMMERCIAL/RADIO (cont. o.s.)
                Are you at the end of your rope?  Are
                you dying to get away?

     COLE'S eyes narrow, concentrating on this personal message.

                               COMMERCAIL/RADIO (cont. o.s.}
                The Florida Keys are waiting for you.

     COLE frowns as the SOUND of breaking SURF and crying GULLS fills
     the car.  It's confusing!  He blurts out...

                               COLE
                I've never seen the ocean!

     Observing his confusion in the mirror, RAILLY assumes her
     professional tone.

                               RAILLY
                It's an advertisement, Mr. Cole.  You
                do understand that, don't you?  It's
                not really a special message to you.

     COLE frowns.  He did think it was for him, but she's probably right.

                               COLE
                You used to call me "James".

                               RAILLY
                You'd prefer that? ... James...you
                don't really have a gun, do you.

                               COLE
                     (cynical laugh)
                Everybody's got a gun.  In this city...

     He breaks off reacting to the RADIO MUSIC!  FATS DOMINO singing
     "BLUEBERRY HILL"!  COLE grins, mouth agape, eyes wide like a kid's.

                               COLE
                Can you...can you make it louder?  I
                love hearing twentieth century music!
                Hearing music and breathing air!

     As RAILLY cranks up the volume, she watches the mirror
     incredulously, sees him stick his head out the window into the
     wind, mouth open, "eating" the air hungrily.

     EXT.  FREEWAY/ACURA - NIGHT

     "BLUEBERRY HILL" BLARES as the Acura, COLE'S head out the rear
     window, zips past a sign at 65 mph.

     The sign says, "PHILADELPHIA 233 MILES."

     INT.  ACURA/FREEWAY - NIGHT

     RAILLY glances in the mirror at the nut in the rear seat with his
     head out the window.  what can she do?  Just then, while she's
     trying to figure something out, an ANNOUNCER'S VOICE breaks in...

                               ANNOUNCER/RADIO (o.s.)
                This just in from Fresno, California:
                emergency crews are converging on a
                cornfield where playmates of nine year
                old Ricky Neuman say they saw him
                disappear right before their eyes.

     COLE pulls his head back inside with a frown, troubled now.

                               ANNOUNCER/RADIO (cont. o.s.)
                Young Neuman apparently stepped into an
                abandoned well shaft and is lodged somewhere
                in the narrow 150 foot pipe, possibly alive,
                possibly seriously injured.  Playmates claim
                they heard him cry out faintly but since then
                there has been no contact with...

                               COLE
                "Never cry wolf!"

                               RAILLY
                What?

                               COLE
                My father told me that.  "Never cry
                wolf."  Then people won't believe you
                if...something really happens.

                               RAILLY
                "If something really happens"...like
                what, James?

                               COLE
                Something bad.  Is that all the music?
                I don't want to hear this stuff...

     RAILLY glances at him as she scans stations.

                               RAILLY
                Did something terrible happen to you when
                you were a child?  Something so bad...?

                               COLE
                Ohhhh, that one!  Can we hear that one?

     It's IVORY JOE HUNTER singing, "SINCE I MET YOU, BABY".

                               IVORY JOE/RADIO (o.s.)
                "Since I met you, baby,
                My whole life has changed...

     Ecstatic, COLE sticks his head out the window again.

     EXT.  ACURA/FREEWAY

     COLE'S POV:  the heavens, glittering with a million stars and a
     lover's moon as IVORY JOE croons the achingly romantic lyrics...

                               IVORY JOE/RADIO (cont. o.s.)
                "-- cause since I met you, baby.
                All I need is you..."

     ANGLE ON COLE, wind in his hair, eyes shining, gulping air blissfully.

     INT.  RAILLY'S APARTMENT - MORNING

     Two POLICE OFFICERS and an anxious MARILOU MARTIN listen to an
     answering machine's message while a hungry CAT cries plaintively.

                               ANSWERING MACHINE
                Dr. Railly -- this is Palmer from Psych
                Admitting.  There was a guy here this
                afternoon looking for you.  He seemed
                very agitated.  We tried to keep him, but
                he refused 'n I kept thinking, I know
                this guy.  Then, just a few minutes ago,
                it came to me.  It's Cole!  James Cole.
                Remember him?  The paranoid who pulled
                the Houdini back in '89.  Well, he's
                back and he's...cuckoo...and he's looking
                for you.  I thought you oughta know.

     The machine switches off.  The POLICE OFFICERS exchange a look.

                               MARILOU MARTIN
                It's just as I told you -- my husband
                and I had gone ahead -- she never
                showed.  That's totally unlike her!

                               OFFICER TWO
                     (pulls out his notebook)
                Do you happen to know the make of her car?

                               MARILOU MARTIN
                Um...Acura...'92 Acura. ... Also, that
                cat's starving!  She would never neglect
                her cat!

     EXT.  MOTEL - MORNING

     The ACURA is parked outside room 46 of the HIGHWAYS & BYWAYS
     MOTEL, which has definitely seen better days.

     INT.  MOTEL ROOM 46

     The TV is on.  A commercial is just starting.  A catfood jingle.

     The sound of HEAVY BREATHING.

     ANGLE ON COLE, sweating, BREATHING HEAVILY, sprawled on one side
     of the double bed, sound asleep.

     INT.  CONCOURSE/AIRPORT - DAY (THE DREAM)

     GUNSHOT!  YOUNG COLE glimpses the BLONDE MAN staggering, wounded.

     The mysterious BRUNETTE races past him toward the BLONDE MAN, and
     YOUNG COLE again glimpses the resemblance to RAILLY, in spite of
     the dark hair, the make-up, the flashy earrings.

     Close at hand, YOUNG COLE'S FATHER, his face still out of view, says,

                               FATHER'S VOICE (o.s.)
                Son, it's important for your cat to
                have the nourishment necessary for
                healthy bones and a rich coat.

     INT.  MOTEL ROOM 46

     COLE comes awake with a start.  He stares, disoriented, at the
     CATFOOD COMMERCIAL on the TV.

                               RAILLY'S VOICE (o.s.)
                Please untie me.  I'm very uncomfortable.

     COLE turns to RAILLY, beside him on the bed, frightened and
     helpless, her jacket arranged to restrain her like a strait-jacket.

     COLE'S instinct is to free her at once, but he controls his
     impulse.  He looks away, gets up, and, wincing, limps to the
     dresser, stepping around empty fast-food cartons.  He pulls a
     razor and shaving soap from a paper bag, then goes into the
     bathroom, leaving the door open, and starts to shave.

                               COLE
                You were in my dream just now.  Your hair
                was different, but I'm sure it was you.

                               RAILLY
                We dream about what's important in our lives.
                And I seem to have become pretty important
                in yours.  What was the dream about?

                               COLE
                About an airport...before everything
                happened.  It's the same dream I always
                have -- the only one.  I'm a little kid
                in it.

                               RAILLY
                And I was in it?  What did I do?

                               COLE
                You were very upset.  You're always
                very upset in the dream, but I never
                knew it was you before.

                               RAILLY
                It wasn't me before, James.  It's
                become me now because of...what's
                happening.  Please untie me.

     Finished shaving, COLE re-enters the bedroom, toweling his face.

                               COLE
                No, I think it was always you.  It's
                very strange.

                               RAILLY
                You're flushed.  And you were moaning.
                I think you're running a fever.  What
                are you doing?

     COLE is rummaging through RAILLY'S wallet, pulling out money.

                               COLE
                I'll be back in a minute.

     He heads for the door.

                               RAILLY
                No!  Don't leave me here like this!

     Too late!  He shuts the door behind him, leaving her alone.

     ANGLE ON THE TV SCREEN, where an ANCHORMAN sits at a News Set.

                               TV ANCHORMAN
                And in Fresno, California...crews
                continue to attempt to rescue nine year
                old Ricky Neuman.

     ANGLE ON RAILLY, twisting and struggling on the bed, trying to
     get loose, tears welling in her eyes.

                               TV ANCHORMAN (cont. o.s.)
                The boy was playing ball with four
                other children when he literally
                disappeared off the face of the earth.

     EXT.  MOTEL CORRIDOR - MORNING

     COLE puzzles over a junk food vending machine, inserts coins tentatively.

     INT.  MOTEL ROOM

     ANGLE ON TV, the picture of RAILLY filling the screen.


     ----------------------- PAGE 52 MISSING -----------------------


                               COLE
                My notes.  Observations.  Clues.

                               RAILLY
                Clues?  What kind of clues?

                               COLE
                A secret army.  The Army of The Twelve
                Monkeys.  I've told you about them.
                They spread the virus.  That's why we
                have to get to Philadelphia.  I have to
                find them -- it's my assignment.

                               RAILLY
                What will you do...when you find
                this...secret army?

                               COLE
                I just have to locate the virus in its
                original form before it mutates.  So
                scientists can come back and study it
                and find a cure.  So that those of us
                who survived can go back to the surface
                of the earth.

     RAILLY maintains a professional deadpan, says nothing as they pass
     a pickup truck with a MOTHER, FATHER, and five KIDS in the back.

     COLE stares at the KIDS, a sad look in his eyes.

                               COLE
                You won't think I'm crazy next month.
                People are going to start dying.  At
                first the papers will say it's some
                weird fever, some virus.  Then they'll
                begin to catch on.  They'll get it.

                               RADIO NEWSCASTER (o.s.)
                We interrupt this program with a
                special bulletin...

     RAILLY and COLE both react to the radio, suddenly alert.

                               RADIO NEWSCASTER (o.s.)
                This report just in from Fresno,
                California.  Naval sonar specialists
                who were flown to the site...

                               COLE
                I thought it was about us.  I thought
                maybe they'd found us and arrested me
                or something.

     RAILLY stares at COLE.

                               COLE
                Just a joke.

                               RADIO NEWSCASTER (o.s.)
                -- an hour ago have been unable to
                determine the location of the boy in the
                150 foot shaft...but a TV sound man who
                lowered an ultra-sensitive microphone into
                the narrow tube claims he heard breathing
                sounds coming from approximately seventy
                feet down...

     COLE reaches over and changes stations.  MUSIC again.

                               RAILLY
                Does that disturb you, James?  Thinking
                about that little boy in the well?

                               COLE
                When I was a kid I identified with that
                kid, down there alone in that pipe...a
                hundred feet down -- doesn't know if
                they're going to save him.

                               RAILLY
                What do you mean -- when you were a kid?

                               COLE
                Nevermind.  It's not real -- it's a
                hoax.  A prank.  He's hiding in a barn.
                Hey, turn left here.  Left!

     COLE quickly checks the map as RAILLY stares, then turns left.

     EXT.  SKID ROW STREET/PHILADELPHIA - DAY

     An elderly EVANGELIST with long stringy hair, wearing a tattered
     bathrobe, stands on a Skid Row corner WAVING a worn Bible as he
     rants at disinterested DERELICTS, WINOS, and BAG LADIES.

                               EVANGELIST
                "And the wild beasts of the islands
                shall cry in their desolate houses and
                dragons in their pleasant palaces:  and
                her time is near to come, and her days
                shall not be prolonged."

     ANGLE ON RAILLY'S ACURA, crawling down the street, RAILLY driving,
     COLE, beside her, staring out the window.

     INT.  ACURA/SKID ROW STREET

     COLE is scrutinizing the crumbling walls, boarded-up store
     fronts, tattered posters, decaying signs, miserable "RESIDENTS".

                               COLE
                Where I come from we think of this as Eden.
                If we could just see the sun, eat sun-grown
                food.  Eden!  Look at them!  They donut
                know what they have.  They don't see the
                sky.  They don't feel the air!

     COLE'S POV:  a BMW speeds toward them, passes, its radio BLARING!

                               COLE (o.s.)
                And the ones who aren't hungry are so smug
                they haven't a clue.  WAIT!  STOP!

     EXT.  ACURA/SKID ROW

     On foot now, COLE pulls an astonished RAILLY to a wall covered with
     graffiti, a hopeless tangle of symbols, words, and crude pictures.

     Clueless, RAILLY stares at the wall, then at COLE.

     COLE touches a bit of red-stenciled graffiti hidden under gang
     insignias.  We can just see TWELVE MONKEYS holding hands in a circle.

                               COLE
                The Twelve Monkeys!!!  They're here.
                     (looks around)
                Somewhere.  Come on!

     He pulls her along the sidewalk.  No question, he's insane.

     At the next alley entrance, COLE stops abruptly.  Then, still
     keeping a firm grip on RAILLY'S arm, he starts ripping down newly
     tacked-up posters announcing a Rap concert.

     RAILLY stares at him, then turns and is looking all around when,
     suddenly, COLE pulls her up tight and threatens...

                               COLE
                Look, I'm warning you.  You do anything,
                I'm going to go crazy -- hurt people!

                               RAILLY
                I'm not going to "do" anything, I
                promise.  But you need help, James.
                None of this is what you think it is.

     ANGLE ON COLE, not listening, staring triumphantly!  He's found
     another partially obscured stencil of THE TWELVE MONKEYS!

     But just then, a raspy VOICE startles COLE.

                               RASPY VOICE (o.s)
                You can't hide from them, Bob.

     COLE whirls, sees a derelict, LOUIE, leering at him, speaking in a
     voice eerily like the RASPY VOICE from the next cell in the future.

                               LOUIE
                No, sir, Old Bob -- don't even try.
                     (conspiratorially)
                They hear everything.  They got that
                tracking device on you.  They can find
                you anywhere.  Anytime.  Ha Ha!

     RAILLY looks from LOUIS to COLE, sees COLE'S stunned reaction.

                               LOUIE
                     (touches his back jaw)
                In the tooth, Bob!  Right?
                     (sudden triumphant grin)
                But I fooled 'em, old buddy!

     He opens his mouth wide.  NO TEETH'

     COLE grabs RAILLY and pulls her into the alley and down it.

                               COLE
                They're keeping an eye on me.

                               RAILLY
                Who's keeping an eye on you?

                               COLE
                The man...with the voice.  I recognized
                him.  He's from the present.  He...

     COLE breaks off, freezes as he sees...

     there on a brick wall is a stencil of the DANCING MONKEYS

     And further on, another red stencil!

     EXT.  VACANT LOT - MOMENTS LATER (DAY)

     CRACKHEADS huddle against a building, sucking their pipes,
     oblivious to COLE pulling RAILLY past.

     COLE scans the walls for messages in the confusion of graffiti.

     RAILLY is considering her surroundings dubiously when, suddenly,
     COLE pulls her toward the mouth of a dark and forbidding alley.

                               RAILLY
                James, no -- we shouldn't be here!

     COLE ignores her, yanking her after him into the alley.

     INT.  DARK ALLEY - DAY

     Two TOM CATS face off, arching their backs and HISSING menacingly.

     COLE avoids them as he pulls RAILLY into the gloom.

     ANGLE ON RAILLY, seeing something alarming twenty yards ahead!

     RAILLY'S POV:  TWO THUGS, standing over a MAN, kicking him.

     RAILLY tries to stop, but COLE, intent on the wall messages,
     doesn't notice the THUGS.

     The TWO THUGS turn and spot COLE and RAILLY moving toward them.

     These creeps have mean eyes, predator faces.

     RAILLY digs her heels in, forcing COLE to stop.

                               RAILLY
                James!  We have to go back.  Those men...

     Too late.  While COLE turns and stares at her, uncomprehending,
     the TWO THUGS are approaching.

                               FIRST THUG
                Hey, buddy.

     Startled, COLE turns to face them.

     The SECOND THUG lunges for RAILLY'S purse, yanks it from her.

     COLE reaches to grab it back, but...WHACK!  The FIRST THUG smacks
     COLE hard across the face with something metallic.

     Bloody-faced, dazed, COLE doesn't even have a chance to clear his
     head as the FIRST THUG shoves the hard object against COLE'S
     cheek.  It's a cheap thirty-eight pistol.

     RAILLY turns to run, gets two steps before the SECOND THUG knocks
     her roughly to the ground.

                               SECOND THUG
                Stick around, bitch.

     Looming over her, the SECOND THUG starts to unzip his fly.
     RAILLY looks over to COLE, SEES...

     COLE dropping to his knees, groveling at the FIRST THUG'S feet.

                               COLE
                Please!  Please don't hurt me!

     The FIRST THUG steps close, kicks COLE contemptuously, cocks his
     foot for a second kick when...

     COLE uncoils, lunging, rising, his strong arms around the bigger
     man's calves, lifting him mightily, high off the ground.

     The gun FIRES wildly as COLE staggers forward with the FIRST THUG
     in his arms and smashes the man into the brick wail behind him.
     The FIRST THUG goes down in a heap, dropping the pistol.

     Zipping his fly hastily, the SECOND THUG turns to deal with COLE
     but COLE attacks him....rocking him again and again with savage
     blows that come one after another with lightning speed.  The SECOND
     THUG staggers back, bloody and dazed as RAILLY watches, amazed.

     Turning back to the FIRST THUG, COLE sees the MAN reaching for
     the dropped pistol.

     COLE kicks him viciously in the jaw.  The FIRST THUG'S head whips
     back.  SNAP!  He collapses against the brick wall.

     COLE turns back to see the SECOND THUG retreating down the alley
     as fast as he can stagger.

     RAILLY stares up at COLE.  He looks very dangerous.  He glances
     in her direction as he pockets the pistol.

                               COLE
                Are you hurt?

                               RAILLY
                Uh, no.  Yes.  I mean, just some scrapes...

     As RAILLY gets to her feet, she sees COLE bend over the
     motionless THUG and quickly go through his pockets.

                               RAILLY
                Is he...alive?

     COLE ignores the question as he pockets the man's wallet and a
     handful of bullets, then turns and snaps at RAILLY.

                               COLE
                Come an.  We're running out of time.
                You can't help him.

     As COLE yanks her roughly away, she looks back, sees the FIRST
     THUG'S sightless eyes, wide open...staring blankly.

                               RAILLY
                Oh, Jesus, James!  You killed him!

                               COLE
                I did him a favor.  Now come on.

     COLE, pulling her again, sees more "12 MONKEYS" on the wall.

                               RAILLY
                You didn't have a gun before, did you?

                               COLE
                I've got one now.

     EXT.  SECOND AVE - DAY

     The EVANGELIST, spotting COLE and RAILLY hurrying past him,
     points urgently at COLE.

                               EVANGELIST
                You!  You!  You're one of us, aren't you?

     But COLE has stopped and is staring at...

     A STOREFRONT OFFICE...its windows covered with posters.  The sign
     over the office says, FREEDOM FOR ANIMALS ASSOCIATION.

     INT.  FAA STORE - MOMENTS LATER (DAY)

     Earnest young activists, FALE, deathly pale, BEN, long haired,
     and TEDDY, muscular, are gathered around a counter collating
     leaflets that demand an END TO SPECIEISM.  Behind them, a large
     poster proclaims, "ANIMALS HAVE SOULS, TOO".  Just then, there's
     a tremendous CLAP OF THUNDER as the ACTIVISTS look up and see
     COLE and RAILLY enter.

     COLE looks startled.  It sounds like torrential RAIN POURING in
     here.  Maintaining a tight grip on RAILLY'S wrist, he looks
     around frantically for an explanation for the tropical downpour.

     Bookshelves line two walls.  The front window is blanked cut with
     posters of Animal Rights demonstrations, newspaper clippings,
     photos of animal atrocities.  The fourth wall features the
     counter where the three ACTIVISTS face COLE as a JUNGLE BIRD
     SCREAMS in the DOWNPOUR.

                               FALE
                Uh, can we help you?

     COLE looks confused as the RAIN abates and an ELEPHANT trumpets
     an urgent warning.

                               FALE
                Excuse me.  You looking for something
                in particular?

                               RAILLY
                It's all right, James -- it's just a tape.

     COLE'S eyes follow her look.  It's a tape recorder underneath a
     sign advertising, "THE TRUE MUSIC OF THE WORLD".

                               COLE
                I, uh, I'm looking for the, ah, the
                Army of the Twelve Monkeys.

     FALE glances at BEN and TEDDY.  "We have a problem!" the look says.
     MONKEYS start CHATTERING on the tape as TEDDY comes around the
     counter, bigger than COLE, physically imposing, menacing.

                               TEDDY
                We don't know anything about any "Army
                of the Twelve Monkeys", so why don't
                you and your friend disappear, okay?

     COLE backs away, a firm grip on RAILLY, as a LION ROARS.

                               COLE
                I just need some information...

                               TEDDY
                Didn't you hear me?  We're not...

     TEDDY breaks off mid-sentence...freezes.

     COLE is pointing a pistol at them.  A TIGER SNARLS.

                               RAILLY
                James, no -- don't hurt them.
                     (to the activists)
                Please, I'm a psychiatrist -- just do
                whatever he tells you to do.  He's...
                upset -- disturbed.  Please -- he's
                dangerous -- just cooperate.

     MONKEYS CHATTER wildly as TEDDY backs up.

                               FALE
                What do you want -- money?  We only
                have a few bucks.

     COLE is suddenly very much in charge and self-confident again.  A
     BABOON HOWLS with laughter.

                               COLE
                I told you what I want.
                     (snaps at Railly)
                Lock the door!

                               RAILLY
                James, why don't we...?

                               COLE
                Lock it now!

     RAILLY hurries to the door to lock it as BEN says to FALE,

                               BEN
                I told you that fuckhead Mason would
                get us into something like this.

                               FALE
                Shut up!

                               COLE
                Mason???

                               RAILLY
                Jeffrey Mason?

                               BEN
                Yeah, tucking, crazy Jeffrey Mason.

     INT.  FAA STORE BASEMENT - TWENTY MINUTES LATER (DAY)

     The three ACTIVISTS are tied tightly together in the middle of
     the floor in this dimly-lit, windowless basement.  They're very
     frightened, eager to cooperate.

                               FALE
                Then, Jeffrey becomes like this...big
                star -- the media latch on to him
                because he's picketing his own father,
                a "famous Nobel Prize winning virologist".
                You musta seen all that on TV.

                               COLE
                No, I don't watch TV.

     COLE, the gun next to him, rummages through boxes of papers while
     RAILLY watches helplessly.  Suddenly, COLE finds something he
     thinks he's seen before.  He holds it up.

                               COLE
                Is this him -- Dr. Mason?

     It's a photograph of DR. MALCOLM MASON, being escorted by a
     phalanx of riot cops through a mob of raging activists.

                               FALE
                That's him.

                               BEN
                     (very frightened)
                What are you going to do with us?

                               COLE
                     (stares at the photo, then)
                Tell me more about Jeffrey.

                               FALE
                     (a helpless shrug to his cohorts)
                Jeffrey started getting bored with the
                shit we do...picketing, leafleting,
                letter-writing stuff.  He said we were,
                "ineffectual liberal jerkoffs".  He
                wanted to do guerrilla "actions" to
                "educate" the public.

     COLE holds up a clipping showing horrified SENATORS standing on
     their desks as RATTLESNAKES slither along the Senate Floor.

                               FALE
                Yeah, that's when he let a hundred
                snakes loose in the Senate.

                               TEDDY
                But we weren't into that kind of stuff.
                It's counter productive, we told him.

                               FALE
                So he and eleven others split off and
                became this underground..."army"

                               COLE
                The Army of The Twelve Monkeys.

                               BEN
                They started planning a "Human Hunt".

                               TEDDY
                They bought stun guns and nets and bear
                traps.  They were gonna go to Wall
                Street and trap lawyers and bankers...

                               BEN
                But they didn't do it.  They didn't do
                any of it.

                               TEDDY
                Yeah, just like always, Mr. Big Shot
                sold his friends out!

                               COLE
                What's that mean?

                               FALE
                He goes on TV, gives a news conference,
                tells the whole world he just realized
                his daddy's experiments are vital for
                humanity and that the use of animals is
                absolutely necessary and that he, Jeffrey
                Mason, from now on, is going to personally
                supervise the labs to make sure all the
                little animals aren't going to suffer.

                               COLE
                     (holding up a rolodex)
                What's this?

     EXT.  FREEWAY - AFTERNOON

     In the crawling traffic, WE FIND a battered FORD covered with
     bumper stickers and painted slogans.  "I BRAKE FOR ANIMALS"...
     "FREE THE ANIMALS"..."WOULD YOU LET A MINK WEAR YOUR SKIN?"

                               RAILLY (v.o.)
                You can't just barge in on a famous
                scientist.  They'll have security guards,
                gates, alarm systems.  It's insane, James.

     INT.  MOVING FORD/FREEWAY

     A ROLODEX CARD with an address on "Outerbridge Road" for "Jeffrey
     Mason c/o Dr. Malcolm Mason" rests on a map spread across COLE'S
     lap.  COLE is in the passenger seat, RAILLY'S at the wheel,
     maneuvering in heavy traffic.

                               RAILLY
                If those young men don't get loose,
                they could die in that basement.

     COLE glances out the window, indicates the PEOPLE in passing
     cars...COMMUTERS, FAMILIES, TRUCKERS.

                               COLE
                All I see are dead people.  Everywhere.
                What's three more?

                               RAILLY
                     (a beat, carefully, a new tack)
                You know Dr. Mason's son, Jeffrey
                Mason, don't you, James?  You met him
                in the County Hospital six years ago.

     COLE is studying the map again.

                               COLE
                The guy was a total fruitcake.

                               RAILLY
                And he told you then his father was a
                famous virologist.

     COLE is absorbed in the map, his finger tracing "Outerbridge Road".

                               COLE
                No -- he said his father was "God"!

     EXT./INT.  FORD/COUNTRY HIGHWAY - LATER (DAY)

     The RADIO BLARES a country song as the Ford zips along an open
     highway.  COLE has his head out the window, sucking air, loving
     the music, but his bliss is feverish now -- he's not well.  As
     the SONG ends, he pulls his head inside.  An ANNOUNCER'S VOICE
     intones over the RADIO...

                               RADIO ANNOUNCER (o.s.)
                This just in:  police are widening
                their search for Dr. Kathryn Railly,
                prominent psychiatrist and author.
                Authorities confirm that Dr. Railly has
                been abducted by escaped mental patient,
                James Cole. The two are believed to be
                traveling in Railly's 1992 black Acura,
                license plate H-E-A-D-D-R.

     RAILLY glances at him, sees he's in pain.  She feels so badly for
     him.  She wants to help him.  She says, tenderly...

                               RAILLY
                This can't go on, James.  You're not
                well.  You're burning with fever.

     COLE, refusing to succumb, instead, leans over to check the gas gauge.

                               COLE
                We need gas.

                               RAILLY
                I thought you didn't know how to drive.

                               COLE
                I said I was too young to drive.  I
                didn't say I was stupid.

                               RAILLY
                What's the matter with your leg?

                               COLE
                I got shot.  Look -- there's a gas
                station up ahead.

                               RAILLY
                Shot!  Who shot you?

                               COLE
                It was some kind of...war.  Never mind,
                you wouldn't believe me.  Turn off here.

     INT.  PARKED FORD/GAS STATION - MINUTES LATER (AFTERNOON)

     The GAS STATION ATTENDANT checks the oil while COLE and RAILLY
     remain in the car.  She's pulling a gas card from her wallet.

                               COLE
                You were going to run out off gas on
                purpose, weren't you?

                               RAILLY
                No.  I want you to turn yourself in, James --
                It'll go much better for you if you do
                -- but I'm not going to trick you.

                               COLE
                     (sees the credit card)
                That has your name on it.  Give him cash.

     RAILLY puts the card back into her wallet and pulls out cash as
     the GAS STATION ATTENDANT slams the hood down.

     RAILLY starts opening the door.  Alarmed, COLE tries to stop her.

                               COLE
                Where are you going?

     She looks him in the eye, then indicates the tiny Convenience
     Store appended to the Gas Station.

                               RAILLY
                You can come with me.  I have to get
                some things.  Scissors, bandages, some
                alcohol or whiskey. ... I have to look
                at your leg, James.  I'm a doctor.

     COLE looks helpless, hesitant.  She's in charge...for the moment.

     EXT.  CLEARING/WOODS - AN HOUR LATER (AFTERNOON)

     The sun dazzles through the canopy of leaves.  We HEAR the CAR
     RADIO but not the engine.

                               RADIO ANNOUNCER (v.o.)
                Meanwhile in Fresno, where mining
                engineers continue their desperate
                attempt to sink a shaft parallel to the
                ant in which nine year old...

     COLE, in his underwear, leans back on a large rock beside the
     Ford, his pants hanging on the car's open door.  He's staring up
     at the sun and the sky.  RAILLY finishes bandaging his thigh.

                               RAILLY
                You shouldn't put your weight on it.
                You need stitches and antibiotics.
                Lucky for you it was near the surface.

     RAILLY wraps the bullet in some gauze and sticks it in her pocket
     while COLE continues staring up at the sky.

                               COLE
                I love seeing the sun.

     A beat.  COLE tries to stand up.

                               RAILLY
                Wait -- let me help you.

     RAILLY puts an arm around him and helps him to his feet.  A beat.
     They're very close.  They don't move.  RAILLY looks like she can
     barely breathe.

                               COLE
                     (leans closer, shuts his eyes)
                You smell so good.

                               RAILLY
                     (trying to concentrate)
                You have to give yourself up, you know.

     A beat.  The spell is broken.  He reaches for his pants, then
     turns back to her, suddenly grim.

                               COLE
                I have to do something now.  Something
                I don't want to do.  I'm so sorry.

     RAILLY reacts, sudden fear in her eyes.  He looms over her.  He's
     cold now, steeled.

                               COLE
                I have a mission.  It's important.

     RAILLY steps back...horrified, realizing she's going to die.

     EXT.  MASON MANSION - NIGHT

     A SECRET SERVICE AGENT ambles vigilantly among the rows of luxury
     cars parked beside the brightly-lit rural mansion.  Encountering
     another AGENT, he pauses.

                               FIRST AGENT
                They find him?

                               SECOND AGENT
                Who??

                               FIRST AGENT
                That kid.  The one in the pipe.

                               SECOND AGENT
                You believe this?  They're dropping a monkey
                down there with a miniature infra-red camera
                strapped on him and a roast beef sandwich
                wrapped in tinfoil.

                               FIRST AGENT
                You're making that up!

     ANGLE UNDER A PARKED MERCEDES, where COLE is hiding, listening to
     the receding VOICES of the AGENTS.

                               SECOND AGENT (o.s.)
                I shit you not. ... Man, life is weird!
                A monkey and a sandwich.  Wonder who
                thought that one up.

                               FIRST AGENT (o.s.)
                Probly give the sonafabitch a Nobel
                Prize!

     Quickly, COLE rolls to the next car and under it.  He doesn't
     see...the pistol fell out of his pocket, under the Mercedes.

     INT.  MASON MANSION/DINING ROOM - NIGHT

     A formal dinner for forty.  Desert has been served.  DR. MALCOLM
     MASON rises to the enthusiastic applause of the GUESTS.

                               DR. MASON
                Would that I could enjoy this opulent
                dinner and this excellent and
                stimulating company for itself, with no
                sense of purpose.  But alas, I am
                "burdened" with the sense that with all
                this excess of public attention and
                this cacophony of praise, there comes
                great responsibility.  Indeed, I
                practically feel a soapbox growing
                under my feet whenever I stand for more
                than a few seconds.

     While GUESTS laugh at DR. MASON'S last remark, SECRET SERVICE
     AGENT #3 enters the room, scowling, looking for someone.

                               DR. MASON (o.s.)
                The dangers of science are a time worn
                threat, from Prometheus stealing fire
                from the Gods to the Cold War era of
                the Dr. Strangelove Terror.

     AGENT #3 spots who he's looking for.  JEFFREY MASON!

                               DR. MASON (cont.)
                But never before, not even at Los Alamos
                when the scientists made bets on whether
                their first atomic bomb test would wipe out
                New Mexico, has science given us so much
                reason to fear the power we have at hand.

     ANGLE ON JEFFREY, as AGENT #3 whispers in his ear.

                               JEFFREY
                What are you talking about?  What
                friend?  I'm not expecting anyone.

     ANGLE ON DR. MASON, reacting with irritation to the disturbance.

                               DR. MASON
                Current genetic engineering as well as
                my own work with viruses has presented
                us with powers as terrifying as any...

     ANGLE ON JEFFREY, following the AGENT out of the dining room,
     grumbling loudly enough to disturb his father's audience.

                               JEFFREY
                This is ridiculous.  My father is
                making a major address.

     INT.  HALLWAY/MASON MANSION

     The conversation continues as JEFFREY and AGENT #3 enter the hall.

                               AGENT #3
                Normally if we caught a guy sneaking
                around like this with no I.D., we'd
                bust his ass, excuse the French, but
                this one said he knows you...
                     (smirk, smirk)
                -- and, since you seem to have had
                some...uh...unusual...uh..."associates",
                we certainly didn't want to arrest one
                of your, uh, closest...pals.

     INT.  LIBRARY/MASON MANSION

     COLE, smudged with dirt and car grease, sitting in the shadows in
     a wingback chair, looks up as JEFFREY and AGENT #3 enter the
     room.  A FOURTH AGENT looms beside the wingback chair.

                               JEFFREY
                     (dismissing Cole casually)
                Never saw him before in my life.  Go
                ahead and shoot him or torture him or
                whatever it is you do.

                               COLE
                     (rising)
                You do know me.  You helped me once.

                               JEFFREY
                     (turning to leave)
                That would be totally out of character.
                Helping people is against my principles.
                     (to the Agents)
                See, he definitely doesn't know me.  Now,
                I'm going to go back and listen to my
                father's very eloquent discourse on the
                perils of science WHILE YOU TORTURE THIS
                INTRUDER TO DEATH.

                               COLE
                I'm here about some monkeys.

     Halfway out the door, JEFFREY freezes.  A beat.

                               JEFFREY
                Excuse me -- what did you say?

                               COLE
                Monkeys.  Twelve of them.

     JEFFREY frowns, turns, considers COLE.  Then, suddenly, JEFFREY
     rushes to COLE and embraces him.

                               JEFFREY
                Arnold...Arnold.

     COLE is astonished.  The AGENTS are, too.

                               JEFFREY
                     (stepping back)
                My God, Arnie, what's happened to you?
                You look like shit

                               AGENT #3
                     (dubious)
                You know this man?

                               JEFFREY
                Of course I know him.  What do you
                think -- I act like this to strangers?
                Listen -- you fellas are terrific.  I
                thought you were pulling a number on
                me.  What a terrible thing if you'd
                thrown old Arnie out.  I owe you guys
                the big apologia!  Mea culpa, fellas.
                     (turning to Cole)
                Christ, Arnie, it's black tie!  I mean,
                I said, "drop by," but, like, this is
                Dad's big "do"...vips, senators, secret
                service, and...and everything.

     JEFFREY throws an arm around COLE'S shoulder and starts leading
     him toward the door as the two AGENTS exchange narrow-eyed looks.

                               AGENT #4
                "Arnie?"

                               JEFFREY
                Arnold Pettibone.  Old Arnie Pettibone.
                Used to be my best friend.  Still is.
                What've you lost, Arnie -- forty pounds?
                No wonder I didn't know you. You hungry?
                Lots of dead cow, dead lamb, dead pig.
                Real killer feast we're putting on tonight.

     The AGENTS watch JEFFREY lead the limping, disheveled COLE out.

                               AGENT #4
                These people -- all of 'em -- are true
                weirdoes!

                               AGENT #3
                     (moving to the phone)
                I'm gonna call in a description of this
                "Pettibone" character.  You go keep an
                eye on him.  Make sure he doesn't do
                one of the guests with a fork.

     INT.  HALLWAY/MASON MANSION

     GUESTS pouring from the dining room into the hall meet JEFFREY
     and a very disconcerted COLE.

                               JEFFREY
                Hey, nice ta see ya.  Lookin' good!  Hi,
                there.  Yes, it has been a long time.

     In the b.g., too far away to hear them, AGENT #4 trails JEFFREY and
     COLE as they maneuver through the GUESTS toward the grand staircase.

                               JEFFREY
                     (whispers to Cole)
                County Hospital, right?  1989.  The
                "Immaculate Escape" -- am I right?
                     (smiling to guests)
                Why, thank you -- you look wonderful, too.

                               COLE
                Listen to me -- I can't do anything
                about what you're going to do. I can't
                change anything.  I can't stop you.  I
                just want some information...

                               JEFFREY
                We need to talk.  Come on.  Upstairs.
                     (to a guest)
                I am a new person!  I'm completely
                adjusted.  Witness the tux.  It's Armani.
                     (whispers to Cole)
                Who chattered?  Goines?  Weller?

                               COLE
                I just need to have access to the pure
                virus, that's all!  For the future!

     JEFFREY studies COLE.  COLE doesn't just talk crazy.  He looks crazy!

                              JEFFREY
                Come on, follow me.  You don't lock so good.

     JEFFREY starts guiding COLE up the grand staircase as COLE, glancing
     back, spots AGENT #3 and AGENT #4, both keeping an eye on him now.

                              COLE
                I don't have time to go upstairs.  The
                police are looking for me.  I need to
                know where it is and exactly what it is.

                              JEFFREY
                    (brightening suddenly)
                I get it!  This is your old plan, right?

                              COLE
                Plan?  What are you talking about?

                              JEFFREY
                Remember?  We were in the dayroom,
                watching TV, and you were all upset
                about the...desecration of the planet.
                And you said to me, "Wouldn't it be
                great if there was a germ or a virus
                that could wipe out mankind and leave
                the plants and animals just as they
                are?"  You do remember that, don't you?

                              COLE
                Bulishit!  You're fucking with my head!

                              JEFFREY
                And that's when I told you my father was
                this famous virologist and you said, "Hey,
                he could make a germ and we could steal it!"

                              COLE
                    (grabbing Jeffrey)
                Listen, you dumb fuck!  The thing mutates
                We live underground!  The world belongs
                to the fucking dogs and cats.  We're
                like moles or worms.  All we want to do
                is study the original...

                              AGENT #4'S VOICE
                Okay -- take it easy.  We know who you
                are, Mr. Cole.

     COLE feels a firm grip on his shoulder, turns and sees AGERT #4

                              AGENT #4
                Let's go somewhere and talk this thing
                over. Okay? Just come with me...

                              JEFFREY
                You're right!  Absolutely right.  Me's
                a nut case, totally deranged.  Delusional!
                Paranoid.  HIS PROCESSOR'S ALL FUCKED
                UP, HIS INFORMATION TRAY IS JAMMED.

     AGENT #4 is wishing JEFFREY would chill out even as the THIRD
     AGENT is climbing up the staircase to help.

     COLE is like a trapped animal. He's being led down the staircase
     now with JEFFREY, right on his heels, yelling so EVERYONE can hear.

                               JEFFREY
                YOU KNOW WHAT IT IS, THE "ARMY OF THE
                TWELVE MONKEYS"?  IT'S A COLLECTION OF
                NATURE KOOKS WHO RUN A STORE DOWNTOWN.
                SPACE-CASE DO-GOODERS SAVING RAIN
                FORESTS. I HAVE NOTHING TO DO WITH
                THOSE BOZOS ANYMORE. I QUIT BEING THE
                RICH KID FALL GUY FOR A BUNCH OF
                INEFFECTUAL BANANAS. SO MUCH FOR YOUR
                GRAND PLOT!

     COLE stares back at JEFFREY as both AGENTS hustle COLE down the
     stairs.  It sounds true!  JEFFREY'S so confident.

                               AGENT #3
                Take it easy, Mr. Mason, we've got him.
                Everything's...

                               JEFFREY
                MY FATHER HAS BEEN WARNING PEOPLE ABOUT
                THE DANGERS OF EXPERIMENTATION WITH
                VIRUSES AND DNA FOR YEARS. YOU'VE
                "PROCESSED" THAT INFORMATION THROUGH
                YOUR ADDLED PARANOID INFRA-STRUCTURE AND
                LO AND BEHOLD, I'M FRANKENSTEIN AND THE
                "ARMY OF THE TWELVE MONKEYS" BECOMES
                SOME SORT OF SINISTER REVOLUTIONARY
                CABAL. THIS MAN IS TOTALLY BATSHIT! YOU
                KNOW WHERE HE THINKS HE COMES FROM???

     Suddenly, COLE, catching the AGENTS by surprise, wrenches free,
     shoves them aside, and stumbles down the rest of the staircase.

     INT.  FOYER/MASON MANSION

     COLE heads for the front door, but there's an AGENT there!  COLE
     turns and limps madly toward the dining room, pushing his way
     through the crowd of amazed GUESTS.

     INT.  DINING ROOM/MASON MANSION

     SERVANTS, clearing the table, look up astonished as two AGENTS
     burst into the room.

                               AGENT #4
                Did a man just come through here...limping?

     INT.  KITCHEN/MASON MANSION

     COOKS stare, amazed, as two OTHER AGENTS burst into the kitchen
     and look about urgently.

     INT.  DEN/MASON MANSION

     A large projection TV is on and a knot of GUESTS is gathered in
     front of it...watching the spooky VIDEO IMAGES.

                               TV REPORTER (v.o.)
                These pictures we are seeing are coming
                to us live from deep inside the pipe.
                You can just make out the metal wall
                behind those roots and I guess those
                must be spider webs.

     MRS. McCANN, a guest, watching the TV, expresses concern...

                               MRS. McCANN
                Well, if you ask me, I think that monkey
                is going to eat the sandwich himself.

     Just then, two AGENTS burst into the den.

     The GUESTS turn from the TV, startled, stare open-mouthed, but
     the AGENTS have spotted an open window and are hurrying to it.

     AGENTS POV OUT THE WINDOW:  the rows of expensive parked CARS.

     ON THE TV SCREEN, RAILLY'S photograph appears.

                               TV ANCHOR (v.o.)
                This just in:  Police say that the body of
                a woman found strangled in the Knutson state
                Park could be kidnap victim, Dr. Kathryn Railly.

     As the AGENTS run out of the room, a photo of RAILLY'S abandoned
     Acura comes up on the TV screen.

                               TV ANCHOR (v.o.)
                Earlier in the day, police located
                Railly's abandoned car not far from a
                building where three animal rights
                activists were found bound and gagged...

     EXT.  MASON MANSION - MINUTES LATER (NIGHT)

     Pistols drawn, AGENTS move cautiously among the rows of parked
     luxury cars, checking inside and under the vehicles.

                               AN AGENT'S VOICE (o.s.)
                COME ON OUT, MR COLE -- WE'RE NOT GOING
                TO HURT YOU.

     INT.  PARKED GREEN JAGUAR

     COLE, scrunched down on the floor next to the driver's seat,
     spots the key dangling from the ignition, then lifts his head
     slightly to study the shift mechanism, trying to figure it out.

     EXT.  PARKED CARS/MASON MANSION

     AGENTS continue to move cautiously among the parked cars.

     INT.  PARKED GREEN JAGUAR

     COLE eases himself into the driver's seat, tentatively slides the
     shift into "Drive", then turns the key.  Nothing happens.

     Panic.  COLE studies the shift again.

     EXT.  PARKED CARS/MANSION

     AGENT #5 approaches the row where the Jaguar is parked.

     INT.  PARKED GREEN JAGUAR

     COLE slides the shift from D (Drive) to N (Neutral).  He twists
     the key again.  The engine ROARS...SEVEN THOUSAND RPM!

     EXT.  LAWN/MANSION

     AGENT #5 whirls at the sound.

     SMASH.  The JAGUAR clips the Mercedes parked in front of it and
     accelerates right at him!

     AGENT #5 dives aside just as the speeding JAGUAR whizzes past
     him, slams into a parked Cadillac, bounces off, grinds between
     two other parked vehicles with a fierce scream of tearing metal.

     INT.  MOVING JAGUAR

     Caught between two cars, COLE can only lean on the gas pedal.

     The JAGUAR comes free with a great SCCCREEEEECH...

     COLE sees the driveway ahead in the moonlight.  Steering madly,
     he plows through shrubs and gardens heading for the driveway.

     EXT.  MASON MANSION - NIGHT

     Lights off, veering wildly, the JAGUAR reaches the driveway.

     AGENTS are leaping into cars and a HELICOPTER is coming to life,
     its rotors whipping around.

     INT.  SPEEDING JAGUAR/OUTERHRIDGE ?OAD - NIGHT

     COLE turns onto the road, careening crazily from one side to the
     other, unable to see ahead with no headlights.

                               COLE
                LIGHTS!  LIGHTS!

     He starts hitting switches.  The wipers come on, the RADIO BLARES.

                               RADIO REPORTER'S VOICE/RADIO (o.s.)
                ---when they pulled the monkey out, it
                was still clutching the tinfoil wrapped
                sandwich.

     Rounding a bend, an ONCOMING CAR heads straight at COLE.

     COLE yanks the wheel as the OTHER CAR, horn BLARING, just misses him.

     Recovering, COLE loses the road, speeds crazily along the shoulder.

     INT.  FLYING HELICOPTER - NIGHT

     The PILOT, an agent, steers the chopper while the CO-PILOT pans a
     spotlight over the two lane road beneath them.

     Just then, the PILOT sees headlights below.

                               PILOT
                There!  He's showing lights.

     INT.  SPEEDING JAGUAR - NIGHT

     COLE can see the road now in his headlights as the windshield
     wipers scrape frantically and the RADIO BLARES...

                               RADIO REPORTER'S VOICE/RADIO (o.s.)
                We don't know what to think.  They
                didn't locate him and they don't know
                how much longer he can last, that's
                assuming the boy is still alive.

     A spotlight hits the car and COLE hears the sound of the
     HELICOPTER as it lowers over him!

     EXT.  OUTERBRIDGE ROAD

     The HELICOPTER maneuvers over the speeding JAGUAR.

     INT.  SPEEDING JAGUAR

     COLE can see the underbelly of the HELICOPTER a few feet above
     his front windshield.

     Desperate, he yanks the wheel hard, veering off the road.

     COLE'S POV THROUGH THE WINDSHIELD:  dense woods ahead.

     EXT.  HELICOPTER/WOODS

     The chopper pulls up sharply, avoiding the trees, then levels out.

     INT.  HELICOPTER

     The PILOT skims the top of the trees while the CO-PILOT rakes the
     forest below with his spotlight.

                               PILOT
                Goddamnit!  Where is he?

     The CO-PILOT gets a brief glimpse of headlights through the leaves.

                               CO-PILOT
                There!  Over there.

                               PILOT
                Where?
                               CO-PILOT
                Eight o'clock!  He was right there.

     The headlights are gone.  Nothing but darkness below.

                               PILOT
                He musta turned his lights of if.

                               CO-PILOT
                Couldn't drive down there without
                lights.  We just can't see 'em.

                               PILOT
                Maybe he's not driving!

     EXT.  WOODS - LATER (NIGHT)

     A weather forecast BLARES from the radio of the steaming Jaguar,
     crumpled into a tree, the driver's door open.

     A POLICE OFFICER, pistol drawn, approaches the car cautiously, as
     OTHER OFFICERS and AGENTS stay behind trees, weapons ready.

     The POLICE OFFICER lunges forward, pointing his weapon into the
     Jaguar.  He inspects the car, then turns and calls out...
 
                               POLICE OFFICER
                He's not in here.

     EXT.  WOODS/CLEARING - NIGHT

     Limping, bleeding from various cuts, COLE CRASHES through
     underbrush as he follows a stream through the woods.

     Suddenly, he sees what he's looking for.

     The FORD...barely visible in the moonlight, parked in the trees
     beside the stream.  The car looks empty.

     INT.  TRUNK/FORD

     Total blackness!  The sound of keys in the lock.

     Then, the trunk swings open and COLE stands in the moonlight,
     looking down

     RAILLY is in the trunk, tears of rage and frustration in her eyes.

                               RAILLY
                You bastard!  You total bastard!

     EXT.  FORD

     COLE backs away, as RAILLY scrambles out of the trunk, swinging.

     He slips, falls, and she starts kicking him as she rants hysterically.

                               RAILLY
                I could have died in there.  If something
                had happened to you I would have died.

     COLE is lying on the ground, looking up, his lip caked with blood.

                               COLE
                I...I...I'm really sorry.

     Noticing his cuts and torn clothes, she stops kicking him.

                               RAILLY
                What have you done?  Did you...kill someone?

                               COLE
                     (getting to his feet)
                No!  I...don't think so.  I stole a car
                and they chased me.  I hit a tree.

                               RAILLY
                See -- you can drive after all!

                               COLE
                Yeah, sort of, I guess.  I...I'm sorry
                I locked you up.  I thought...I thought...
                I think maybe I am crazy!

     She looks at him.  Breakthrough?  Very calm now, the doctor.

                               RAILLY
                What made you think that?

                               COLE
                Jeffrey Mason said it was my idea about
                the virus.  And suddenly, I wasn't
                sure.  We talked when I was in the
                institution, and it was all...fuzzy.
                The drugs and stuff.
                     (horrified)
                You think maybe I'm the one who wiped
                out the human race?  It was my idea?

                               RAILLY
                Nobody is going to wipe out the human
                race.  Not you or Jeffrey or anybody
                else.  You've created something in your
                mind, James -- a substitute reality.
                In order to avoid something you don't
                want to face.

                               COLE
                I'm..."mentally divergent".  I would
                love to believe that.

                               RAILLY
                It can be dealt with, but only if you
                want to.  I can help you.

     COLE reacts to the sound of VOICES in the woods, dogs BARKING.

                               COLE
                I need help all right.  They're coming
                after me.

                               RAILLY
                First, it's important that you
                surrender to them instead of them
                catching you running.  Okay?

                               COLE
                     (brightening)
                It would be great if I'm crazy.  If I'm
                wrong about everything...the world will be
                okay.  I'll never have to live underground.

                               RAILLY
                Give me the gun.

                               COLE
                The gun! ... I lost it

                               RAILLY
                You're sure?

                               COLE
                     (showing her)
                No gun!
                     (looking up)
                Stars!  Air!  I can live here.  Breathe!

     RAILLY starts around to the front of the car.

                               RAILLY
                I'm going to attract their attention,
                let them know where we are, okay?

     RAILLY gets in the driver's seat...and starts to HONK the horn.

                               RAILLY
                     (calling out)
                They'll tell you to put your hands on top
                of your head.  Do what they tell you.  You're
                going to get better, James -- I know it!

     ANGLE ON COLE, spotting something on the ground.  An insect!  He
     reaches down to grab it, but, instead, grins, grabs some grass,
     stands, and starts rubbing it happily all over his face.  The
     HORN BLARES as COLE looks up at the sky.

     ANGLE ON THE NIGHT SKY, the moon full, the sky rich with stars.

     ANGLE ON COLE, tears of joy running down his face.

                               COLE
                I love this world!

     ANGLE ON RAILLY, in the driver's seat, hearing near-by SHOUTS
     from the woods.  The police are almost here.  She gets out of the
     car, starts around toward COLE.

                               RAILLY
                Remember, I'm going to help you.  I'll
                stay with you.  I won't let them...

     She breaks off mid-sentence...stares, stunned!

     COLE is gone.  Disappeared.

     INT.  POLICE STATION OFFICE - MORNING

     RAILLY is being "debriefed" by POLICE OFFICERS and FBI AGENTS.

                               RAILLY
                Then I said something to him about
                cooperating and he said he would do
                that, so I got in the car and started
                honking the horn.  When I got out, he
                was gone.

                               LIEUTENANT HALPERIN
                You lucked out.  For a while we thought
                you were a body they found down state...
                mutilated.

     A COP enters, hands a photo to LIEUTENANT HALPERIN who studies it.

                               RAILLY
                He wouldn't do something like that -- he...

                               LIEUTENANT RALPERIN
                     (interrupts, hands her the photo)
                This the man he attacked?

     RAILLY looks at the photo, an 8 x 10 of the FIRST THUG, slumped
     against the alley wall, obviously dead.

                               RAILLY
                I'd like to be clear about this.  That
                man and the other one were..."severely"
                beating us.  James Cole didn't start
                it.  In fact -- he saved me!

                               LIEUTENANT RALPERIN
                Funny thing, Doctor, maybe you can
                explain it to me, you being a psychiatrist
                -- why do kidnap victims almost always
                try to tell us about the guys who grabbed
                'em and try to make us understand how
                kind these bastards really were?

                               RAILLY
                     (as if reciting)
                It's a normal reaction to a life-
                threatening situation.
                     (suddenly animated)
                He's sick.  He thinks he comes from the
                future.  He's been living in a carefully
                constructed fantasy world and that world
                is starting to disintegrate.  He needs
                help!

     INT.  AIRPORT CONCOURSE/THE DREAM

     YOUNG COLE stares, eyes wide.

     He sees the BRUNETTE, cradling the head of the BLONDE MAN as he
     sprawls on the concourse...

                               ASTROPHYSICIST'S VOICE (O.S.)
                Wake up! Wake up!

                               GEOLOGIST'S VOICE (O.S.)
                I think we gave him too much.

                               MICROBIOLOGIST'S VOICE (O.S.)
                WAKE UP, PRISONER!

     INT.  SCIENTISTS' CHAMBER - ETERNAL NIGHT

     COLE blinks awake. All he can see are blurry faces hovering over
     him, hammering him with questions.

                               ASTROPHYSICIST
                Come on, Cole, cooperate!

                               GEOLOGIST
                Spit it out... you went to the home of
                a famous virologist...

                               COLE
                     (weakly)
                You...don't...exist!  You're in
                my mind...

                               SCIENTISTS (IN RAPID SUCCESSION)
                What?  What's that?  What did he say?  His
                brain's fried.  Give him another shot!
                SPEAK UP, COLE.  WHAT DID YOU DO NEXT?

     INT.  RAILLY'S APARTMENT - EVENING

     The TV shows film of RAILLY leaving the police station.

                               TV REPORTER (v.o.)
                The kidnap victim seemed exhausted but
                apparently unharmed by her 30 hour ordeal
                as she left the police station in
                Philadelphia this morning.  So far she
                has refused to make a public statement.

     RAILLY'S friends, MARILOU and WAYNE, are watching the TV.

     A door opens and KATHRYN RAILLY, wearing a robe, comes out of her
     bedroom.  She still looks exhausted   Followed by her cat, she
     enters the kitchen area and turns on the kettle as WAYNE hastily
     turns down the TV.

                               WAYNE
                Sorry.

                               RAILLY
                No -- I'm in a state of hyper-
                alertness.  I can't sleep.

                               MARILOU
                Did you take the sedative?

                               RAILLY
                I hate those things.  They mess my head
                up.

     The old mug shot of COLE appears on the screen and RAILLY remotes
     the volume up.

                               TV REPORTER (v.o.)
                Along with the kidnapping of the Baltimore
                woman, James Cole is now also wanted in
                connection with the brutal slaying of
                Rodney Wiggins, an ex-convict from...

     RAILLY goes to the window, pushes aside the drape, and sees...

     HER POV:  ACROSS THE STREET...A COP keeps watch.

                               RAILLY (o.s.)
                Do they really expect him to come here?

     RAILLY returns to the kitchen area where MARILOU is getting the
     tea things out.

                               TV REPORTER on air
                And in Fresno, California...

                               RAILLY
                     (glances sadly toward the TV)
                He's dead, isn't he -- that little boy?

                               WAYNE
                He's fine.  It was just a "prank" he
                and his friends pulled.

     CLOSE ON RAILLY'S FACE... SHOCKED.

     ANGLE ON THE TV SCREEN, showing footage of a sheepish nine year
     old boy being led out of a barn by the police.  The cops look grim.

                               TV REPORTER (v.o.)
                Authorities have so far been noncommittal
                about whether they will try to file
                charges against the families of the
                children involved in the hoax.

     RAILLY stares at the TV, stunned.

     INT.  "HOSPITAL" ROOM - ETERNAL NIGHT

     VOICES!  SINGING!  COLE blinks awake, looks around, confused, then
     stares in disbelief....

     Crowded around COLE'S bed, the SCIENTISTS are concluding a
     ragged, out of tune, rendition of "BLUEBERRY HILL."

                               SCIENTISTS
                ---found my thrills on Blueberry Hill...

     Seeing he's awake, SCIENTISTS break off the song and applaud.

                               SCIENTISTS
                Well done, James!  Well done!  Nice
                going!  Congratulations!  Good for you!

                               BOTANIST
                During your "interview," while you
                were..."under the influence," you told
                us you liked music!

     COLE, confused, looks around, sees he's in a one-bed windowless
     room adorned with cheap reproductions of 19th and 20th century
     landscapes.

     The BOTANIST responds to COLE'S obvious disbelief with a
     friendly smile and the others join in rapid fire, overlapping.

                               ZOOLOGIST
                This isn't the prison, James.

                               BOTANIST
                This is a hospital.

                               ASTROPHYSICIST
                But just until you recover your,
                uh,... equilibrium.

                               ENGINEER
                You're still a little... disoriented.

                               GEOLOGIST
                Stress!  Time travel!

                               ASTROPHYSICIST
                You stood up very well, considering...

                               GEOLOGIST
                Superior work!  Superior!

                               BOTANIST
                You connected the Army of the 12
                Monkeys to a world famous virologist
                and his son...

                               MICROBIOLOGIST
                Others will take over now...

                               ZOOLOGIST
                We'll be back on the surface in a
                matter of months....

                               GEOLOGIST
                We'll retake the planet.

                               ASTROPHYSICIST
                We're very close!  Because of you!

                               ENGINEER
                     (unrolling a document)
                This is it, James...what you've been
                working for.

                               BOTANIST
                A full pardon!

                               MICROBIOLOGIST
                You'll be out of here in no time.

                               ASTROPHYSICIST
                Women will want to get to know you...

                               COLE
                I DON'T WANT YOUR "WOMEN," YOU
                BRAINLESS TWIT! I WANT TO BE WELL!

     Unseen until now, two guards, TINY and SCARFACE, suddenly break
     through the ring of SCIENTISTS, push COLE down, and tighten the
     loose restraints, already in place, but unnoticed before.

                               ASTROPHYSICIST
                     (sympathetically)
                Of course you want to be well, James.
                And you will be...soon.

     COLE bursts into hysterical laughter.

                               COLE
                YOU DON'T EXIST, YOU SILLY BOZOS!
                YOU'RE NOT REAL! HA HA HA! PEOPLE DON'T
                TRAVEL IN TIME! YOU AREN'T HERE.
                MADE YOU UP!  YOU CAN'T TRICK ME!
                YOU'RE IN MY MIND! I'M INSANE AND
                YOU'RE MY INSANITY!

     INT.  PSYCHIATRIST'S OFFICE - DAY

     CLOSE ON KATHRYN RAILLY, insisting fiercely to someone,

                               RAILLY
                He not only used the word "prank" -- he
                said the boy was hiding in a barn.

     RAILLY's talking to her former boss, DR. OWEN FLETCHER, psychiatrist
     sitting across from her in his office, tapping his pen.

                               DR. FLETCHER
                He kidnapped you, Kathryn.  You saw him
                murder someone.  You knew there was a real
                possibility he would kill you, too.  You
                were under tremendous emotional stress.

                               RAILLY
                For God sakes, Owen, listen to me -- he
                knew about the boy in Fresno and he says
                three billion people are going to die!

                               DR. FLETCHER
                Kathryn, you know he can't possibly
                know that.  You're a rational person.
                You're a trained psychiatrist.  You
                know the difference between what's real
                and what's not.

                               RAILLY
                And what we believe is what's accepted as
                "truth" now, isn't it, Owen?  Psychiatry --
                it's the latest religion.  And we're the
                priests -- we decide what's right and what's
                wrong --we decide who's crazy and who isn't. ...
                I'm in trouble, Owen.  I'm losing my faith.

     INT. "HOSPITAL" CELL - ETERNAL NIGHT

     Alone in his "hospital" room, COLE struggles without success to
     free himself from his restraints.

                               RASPY VOICE (o.s.)
                You sure fucked up, Bob!

     Startled, COLE freezes, then ignores the RASPY VOICE and
     continues his feverish struggle.

                               RASPY VOICE (o.s.)
                But I can understand you don't want
                your mistakes pointed out to you. I can
                relate to that, old Bob.

     COLE looks around in spite of himself.  Nothing to see but the
     walls and the landscape paintings.

                               RASPY VOICE (o.s.)
                Hey, I know what you're thinking.  You're
                thinking I don't exist except in your
                head.  I can see that point of view.  But
                you could still talk to me, couldn't you?
                Carry on a decent conversation?

                               COLE
                     (blurting)
                I saw you! In 1995!  In the real world!
                You were a bum!  You pulled out your teeth.

                               RASPY VOICE (o.s.)
                Why would I pull out my teeth, Bob?
                They don't like that.  That's a no-no.
                And when did you say you saw me?
                In...1872?

                               COLE
                FUCK YOU!

                               RASPY VOICE (o.s.)
                Yelling won't get you what you want.  You
                have to be smart to get what you want.

                               COLE
                Oh, yeah?  What do I want?

                               RASPY VOICE (o.s.)
                You don't know what you want?  Sure you
                do, Bob.  You know what you want.

     COLE, agitated, rocks back and forth.  Then...

                               COLE
                Tell me.  Tell me what I want.

                               RASPY VOICE (o.s.)
                To see the sky -- and the ocean -- to
                be topside -- breathe the air -- to be
                with her. ... Isn't that right?  Isn't
                that what you want?

     Completely shaken, COLE hesitates for a long moment.  When he
     speaks, it comes out of him like air...a whisper.

                               COLE
                More...than...anything.

     INT.  RAILLY'S BEDROOM - MORNING

     RAILLY'S in bed, asleep, having a very bad dream.  Suddenly, the
     bedside phone RINGS.  Her eyes snap open.  A beat to orient
     herself.  RING.  She reaches for the phone.

     INTERCUT LIEUTENANT HALPERIN'S OFFICE/RAILLY'S BEDROOM

     CLOSE ON HALPERIN, at his desk, talking into the phone.

                               LIEUTENANT HALPERIN
                Dr. Railly?  Jim Halperin, Philly P.D..
                Sorry to call so early but...

     CLOSE ON RAILLY, eager, concerned. into the phone,

                               RAILLY
                You found him?  Is he all right?

     CLOSE ON HALPEPIN, noting her reaction with raised eyebrows
     giving an "I told you so" look to the BLACK PLAINCLOTHES cop
     across his desk, then continuing into the phone,

                               LIEUTENANT HALPERIN
                Au contraire, Doctor.  No sign of your
                good friend, the kidnapper.  However,
                the plot thickens.  I have a ballistic
                report on my desk that says the bullet
                you claim you removed from Mr. Cole's
                thigh is an antique...and all indications
                are it was fired...sometime prior to 1920.

     ANGLE ON RAILLY, reacting, stunned.

     ANGLE ON HALPERIN, continuing soberly now,

                               LIEUTENANT RALPERIN
                So what I was thinking was, maybe if I
                sent a detective down there to talk
                with you, you could maybe revise or
                amplify on the circumstances....
                Hello?  Hello?  Dr. Railly?

     HALPERIN considers the dead phone, glances at the COP again.

     INT.  RAILLY'S BEDROOM/STUDY

     Her hand still on the receiver, RAILLY looks shocked.  Then, she
     hurries into her study and starts frantically pulling neatly
     arranged piles of papers and books from a bookcase until she
     finds a copy of her book.  She leafs through it hurriedly,
     locates the picture of the Puerto Rican KID (JOSE) in WWI.

     Peering closely, she tries to see everything in the picture.
     Then, she turns and reaches for a research folder of old
     photographs and rummages through it until she finds...!!!

                               RAILLY
                No!

     It's an uncropped shot of JOSE being carried on the stretcher in
     the trenches.  And there in the corner with no helmet, no gas
     mask, and just a bit of bare shoulder showing...it's COLE!!!

     INT.  SCIENTISTS' CHAMBER - ETERNAL NIGHT

     Clean shaven, clear eyed, COLE sits before the frowning SCIENTISTS.

                               ASTROPHYSICIST
                The food, the sky, the certain, uh,
                sexual temptations -- you haven't
                become "addicted" have you, Cole?  To
                that "dying" world'

                               COLE
                No, sir!  I just want to do my part.
                To get us back on top...in charge of
                the planet.  And I have the experience,
                I know who the people are...

                               BIOLOGIST
                He really is the most qualified...

                               GEOLOGIST
                But all that..."behavior"...

                               ASTROPHYSICIST
                     (to Cole, a little hurt)
                You said we weren't "real," Cole...

                               COLE
                Well, sir, I don't think the human mind
                was built to exist in two different...
                whatever you call it..."dimensions."
                It's stressful, you said it yourselves,
                it gets you confused.  You don't know
                what's real and what's not.

                               MICROBIOLOGIST
                But you know what's real now?

                               COLE
                Yes, sir.

     The SCIENTISTS start to confer openly among themselves

                               GEOLOGIST
                He'd have to bone up, catch up to our
                research, the latest clues...

                               ZOOLOGIST
                He's proved to be a quick study...

     The ASTROPHYSICIST fixes COLE with a sharp, penetrating look.

                               ASTROPHYSICIST
                You can't trick us, you know.  It
                wouldn't work.

                               BIOLOGIST
                And why would you want to?  It'll be
                dangerously close to the end.

                               COLE
                I understand.  There'd be no point.

                               ASTROPHYSICIST
                We're going to think about it, Cole.
                Among ourselves.  We'll get back to you.

     INT.  DR. MASON'S OFFICE - DAY

     Standing in front of a wall of glass in his office, overlooking a
     hi-tech lab below where WORKERS in white "space suits" work
     methodically, DR. MASON speaks angrily into a phone.  His male
     ASSISTANT, whose features we don't see, stops writing a formula
     on a blackboard and listens.

                               DR. MASON
                You have reason to believe that my son
                may be planning to do what?!!!

     INT.  RAILLY'S APARTMENT/STUDY

     RAILLY, trying to stay calm, is talking to Dr. Mason on the phone.

                               RAILLY
                Please, I know it sounds insane but...

     INT.  DR. MASON'S OFFICE

     Dr. Mason on the phone.

                               DR. MASON
                     (into the phone)
                I'm afraid this doesn't seem very
                professional to me, in fact it's
                distressingly unprofessional for some-
                one who treated my son briefly (if
                indeed you actually are who you say you
                are) to take a sudden unsolicited interest
                in his mental health six years later,
                and to telephone a parent to express
                opinions that would be inappropriate...
                     (breaks off, listens, then)
                I don't know anything about "Monkey
                armies", Doctor.  Nothing whatsoever.
                If my son ever was involved in...
                     (listens, then,)
                It would be doubly inappropriate to
                discuss matters of security with you,
                Dr. Railly, but if it will put you at
                ease, neither my son nor any other
                unauthorized person has access to any
                potentially dangerous organisms in this
                laboratory.  Thank you for your concern.

     DR. MASON hangs up angrily and glares.

                               DR. MASON'S ASSISTANT (o.s.)
                Dr. "Kathryn" Railly????

                               DR. MASON
                The psychiatrist who was kidnapped by
                that man who broke into my house.  She
                seems to have been suddenly struck by
                the most preposterous notion about Jeffrey.

                               DR. MASON'S ASSISTANT (o.s.)
                I attended a lecture once...Apocalyptic
                visions.

     We see Dr. Mason's ASSISTANT now.  It's DR. PETERS, the red-
     haired man who insisted to Dr. Railly you didn't have to be
     insane to think the world was coming to an end.

                               DR. PETERS (cont.)
                Has she succumbed to her own
                theoretical..."disease"?

     But DR. MASON is lost in thought, not listening.

                               DR. MASON
                Given the nature of our work, we can't ever
                be careful enough.  I think we should review
                our security procedures, perhaps upgrade them.

     INT.  SCIENTISTS' CHAMBER - ETERNAL NIGHT

     COLE is facing the BOTANIST who's using a pointer to indicate
     various fading photos and newspaper clippings tacked on the wall.

                               BOTANIST
                Let's consider again our current
                information -- if the symptoms were
                first detected in Philadelphia on June
                28, 1995, that makes us know that...?

                               COLE
                It was released in Philadelphia,
                probably on June 14, 1995.

                               BOTANIST
                And it appeared sequentially after that
                in...?

     With a quick glance at the panel of SCIENTISTS staring at him
     from behind the long table, COLE replies like a good pupil,

                               COLE
                San Francisco, New Orleans, Rio de
                Janeiro, Rome, Kinshasa, Karachi,
                Bangkok, then Peking.

                               BOTANIST
                Meaning...???

                               COLE
                That the virus was taken from Philadelphia
                to San Francisco, then to New Orleans,
                Rio de Janeiro, Rome, Kinshasa, Karachi,
                Bangkok, then Peking.

                               BOTANIST
                And your only goal is...???

                               COLE
                To find out where the virus is so a
                qualified scientist can travel back into
                the past and study the original virus.

                               BOTANIST
                So that...???

                               COLE
                Uh, so that a vaccine can be developed
                that will, uh, allow mankind to reclaim
                the surface of the earth.

     COLE glances nervously at the suspicious SCIENTISTS as the
     BOTANIST switches on a slide projector and projects...

     a magazine photo of wall graffiti:  "ATTENTION!!!  POLICE ARE
     WATCHING!  IS THERE A VIRUS?  IS THIS THE SOURCE?  3 BILLION DIE?"

                               BOTANIST (o.s.)
                This is from a magazine printed in late
                September, 1995.  The writer speculated
                that this graffiti might be related to
                the epidemic that by that time had
                already killed thirty million people
                world-wide and was getting worse.  He
                says, certain people, unnamed, were
                questioned, but what came of that is not
                known.  But it is a clue you should pursue.

     COLE stares at the picture.

     EXT.  FAA STOREFRONT - DAY

     LOUD BANGING!  The storefront window, completely covered with
     posters, quivers violently.  Images of MONKEYS covered with
     electrodes, BABY SEALS being viciously clubbed, DOGS jammed into
     tiny cages quiver as somebody beats on the window.  It's RAILLY.

                               RAILLY
                IS ANYBODY IN THERE?  HELLO?  IS
                SOMEONE IN THERE?  IF YOU'RE IN THERE,
                I NEED TO TALK TO YOU.

     INT.  FAA STORE

     JEFFREY, BEN, TEDDY, and two of JEFFREY'S youthful cohorts, SANDY
     and KWESKIN, wait motionless beside a heap of cardboard cartons
     as FALE peeks out the front window through a slit between posters.

                               FALE
                It's the kidnap woman -- the one who
                was with the guy who tied us up.

                               BEN
                What's she doing?

                               FALE
                She's drawing attention to us, that's
                what she's doing. ... I don't know what
                you're up to this time, Mason, but
                you're gonna get us in deep shit!

                               JEFFREY
                Whine, whine, whine.  What about walkie
                talkies?  We used to have walkie talkies.

     EXT.  FAA STOREFRONT

     From littered doorways, DERELICTS sneak peeks at RAILLY as she,
     seemingly mad, shakes the doorknob, then hammers on the door.

                               RAILLY
                I SAW YOU!  I SAW SOMEONE MOVING.  I
                KNOW YOU'RE IN THERE!

                               RASPY VOICE (o.s)
                Secret experiments!

     RAILLY whirls, sees LOUIE, the raspy-voiced toothless derelict.

                               LOUIE
                That's what they do -- secret weird stuff!

                               RAILLY
                You!  I know you!

     But LOUIE is studying the pictures of the tortured animals now.

                               LOUIE
                Not just on them.  Do 'em on people,
                too -- down at the shelters.  Feed 'em
                chemicals 'n take pictures of 'em.

                               RAILLY
                Have you seen James Cole?  The man...?

                               LOUIE
                They're watchin' you.  Takin' pictures.

     RAILLY follows his look.

     ANGLE ON AN OLD CHEVY, parked across the street, the PLAINCLOTHES
     COP slouched at the wheel, pretending to read a newspaper.

                               RAILLY
                The police.  I know.  Listen, I need to
                talk to James, but he has to be careful
                how he contacts me.  He mustn't get
                caught.  Do you understand me?

                               LOUIS
                Uh, yeah, sure.  Uh...who's James?

                               RAILLY
                He was with me, he spoke to you.
                Several weeks ago.  He said you were
                from the future...watching him.

     LOUIS gives her a look that says, "I'm outta here!"

     But just then, RAILLY spots two TEZNAGE PUNKS surreptitiously
     "tagging" their way along the street with cans of spray paint.

     RAILLY stares at the PUNKS.

     INT.  FAA STORE

     FALE watches JEFFREY go over a check list while KWESKIN, SANDY,
     and TEDDY organize materials, and BEN peeks out the small opening
     between posters at the front window.

                               JEFFREY
                You get the bolt cutters?

                               KWESKIN
                One dozen.  They're in the van.

                               FALE
                One dozen bolt cutters!  Whadda you
                gonna do with one dozen bolt cutters?

                               JEFFREY
                     (grins)
                You really want to know?

                               FALE
                No!  Absolutely not. Don't tell me anything.

                               BEN
                Hey!  Do you know what she's doing?

     Everybody freezes, looking toward 3EN, who's peeking outside.

     Then, except for JEFFREY, they all crowd around BEN to get a look.

     POV THROUGH SLIT:  a glimpse of RAILLY, spray painting the front
     of the store!

                               TEDDY
                What's it say?

                               BEN
                I can't see it.

                               JEFFREY
                     (erupting)
                WHY DON'T WE FORGET MY GODDAMN
                PSYCHIATRIST AND DEAL WITH THE TASK AT
                HAND.  THIS IS IMPORTANT.

                               FALE
                     (spinning around)
                Your psychiatrist?  Did you just say,
                "your psychiatrist"?

                               JEFFREY
                 Ex-psychiatrist!  Now, what about
                 flashlights?  How many flashlights...?

                               FALE
                That woman is...was...your...
                psychiatrist?  And now she's spray-
                painting our building?

     EXT.  FAA STOREFRONT/SECOND AVENUE

     ANGLE ON SLACK PLAINCLOTHES COP, across the street in the CHEVY,
     amazed, watching RAILLY spray painting.  He shakes his head wearily.

     ANGLZ ON STREET TYPES, inching closer, watching RAILLY with
     amazement, too.  They include...

     an IRISH DRUNK, white haired, red-faced, bloated...

     a NATIVE AMERICAN with tormented eyes and a mangled ear...

     an AFRICAN AMERICAN with one eye...

     the TEENAGED PUNKS...

     a WHITE MAN, shabbily dressed, joining the knot of ONLOOKERS,
     reacting at the sight of RAILLY.  It's COLE!  He pushes toward her.

                               COLE
                Kathryn!

     RAILLY stops spraying, whips around at the sound of his VOICE.

                               RAILLY
                James!

     With a quick glance toward the PLAINCLOTHES COP, RAILLY takes
     urgent charge of the situation.

                               RAILLY
                James!  That's a policeman.  Pretend
                you don't know me.  If he sees you...

                               COLE
                     (turning, looking)
                No, I want to turn myself in.  Where is he?
                     (placing his hands on his head)
                Don't worry -- it's all okay now.  I'm
                not crazy any more!  I mean, I am
                crazy, mentally divergent, actually,
                but I know it now and I want you to
                help me.  I want to get well...

     ANGLE on RAILLY, desperately pulling COLE'S hands off his head as
     she tries to block the COP'S view of COLE.

                               RAILLY
                James -- put your hands down and listen
                to me.  Things have changed!

     ANGLE ON THE PLAINCLOTHES COP, checking the mug shot of COLE on
     his clipboard, then reaching for his radio mike.

     ANGLE ON RAILLY, reacting to the COP speaking into his mike:  she
     tosses the spray paint can aside, grabs COLE and tries to pull
     him along...but COLE isn't moving.  He's staring at the front of
     the FAA Store with disbelief!

                               RAILLY
                James, come on!  We have to get out of here!

     COLE looks from the wall to the can rolling on the sidewalk,
     then back to the wall where RAILLY has sprayed the huge words:

                     ATTENTION!!!  POLICE ARE WATCHING!
                     IS THERE A VIRUS?  IS THIS THE
                     SOURCE?  THREE BILLION DIE?

     It's the graffiti COLE saw in the future, in the picture!

                               COLE
                I've seen that...before.

     But RAILLY'S total attention is on their dilemma.

                               RAILLY
                James, trust me.  We're in terrible
                trouble.  We have to run.

     Very confused, COLE lets her drag him along the sidewalk, past
     ONLOOKERS.  She looks crazier than he does.

     ANGLE ON THE CHEVY, making a sudden, urgent u-turn, almost
     colliding with a passing car.  BRAKES SQUEAL and a HORN BLARES.

     INT.  FAA STORE - DAY

     ANGLE ON BEN, peeking out, reacting to the drama.

                               BEN
                Wow, a guy in a Chevy is chasing her
                and some other guy I can't see.

                               FALE
                Hey, no problem, it's probably just
                another kidnapping featuring Jeffrey's
                shrink, pardon me, make that ex-shrink.
                     (indicating Jeffrey to the others)
                This is your leader, a certifiable lunatic
                who told his former psychiatrist all his
                plans for God knows what whacko irresponsible
                schemes, and now who knows what she's
                painted out there on our wall?

                               JEFFREY
                WHO CARES WHAT PSYCHIATRISTS WRITE ON
                WALLS?
                     (moves to Fale, jabs him with a finger)
                You think I told her about the Army of
                the 12 Monkeys?  Impossible!  Know why,
                you pathetically ineffectual and
                pusillanimous "pretend-friend-to-
                animals"?!  I'll tell you why:  because
                when I had anything to do with her six
                years ago, there was no such thing -- I
                hadn't even thought of it yet!

                               FALE
                     (triumphant)
                Then how come she knows what's going on?

     JEFFREY abruptly switches from rage to good humor, adopting a
     supercilious smile and a patronizing tone.

                               JEFFREY
                Here's my theory on that.  While I was
                institutionalized, my brain was studied
                exhaustively in the guise of mental health.
                I was interrogated, x-rayed, studied
                thoroughly.  Then, everything about me
                was entered into a computer where they
                created a model of my mind.

     They all stare, mesmerized, at the strutting JEFFREY.  Is he
     serious?  Is he crazy?  Doesn't matter -- he's charismatic.

                               JEFFREY (cont.)
                Then, using the computer model, they
                generated every thought I could possibly
                have in the next, say ten years, which
                they then filtered through a probability
                matrix to determine everything I was
                going to do in that period.  So you
                see, she knew I was going to lead the
                Army of the Twelve Monkeys into the
                pages of history before it ever even
                occurred to me.  She knows everything
                I'm ever going to do before I know it
                myself.  How about that?

     JEFFREY smiles smugly into FALE'S flabbergasted face.

                               JEFFREY
                Now I have to get going -- do my part.
                You guys check all this stuff out and
                load up the van.  Make sure you have
                everything.  I'm outta here.

     JEFFREY exits.  The others stare at the door.

                               FALE
                He's seriously crazy -- you know that.

     EXT.  SKID ROW ALLEY - DAY

     An overflowing dumpster squats near the mouth of an alley.

     The unmarked CHEVY crawls slowly past the alley, the PLAINCLOTHES
     COP'S eyes searching everywhere.

     Trash stirs in the dumpster and RAILLY'S eyes peer up out of the
     torn cardboard boxes, rotting food, and styrofoam litter.

     HER POV:  the POLICE CAR passes from view.

     ANGLE ON RAILLY, emerging from the refuse, hissing,

                               RAILLY
                James!  Come on.

     A confused COLE emerges from the opposite end of the dumpster,
     bits of lettuce in his hair.

                               COLE
                I don't understand what we're doing.
         
                               RAILLY
                     (climbing out of the dumpster)
                We're avoiding the police until I
                can....talk to you.

                               COLE
                     (climbing out after her)
                You mean, treat me?  Cure me?  Kathryn,
                those words on the wall -- I've seen
                them before...  I...I...dreamed them.

     But she's not listening.  She's peeking out the alley entrance.

     RAILLY'S POV:  across the street is a run-down skid row hotel,
     THE GLOBE, ROOMS WEEKLY, DAILY.

     INT.  GLOBE HOTEL/LOBBY - MINUTES LATER

     The DESK CLERK, an old alkie who hates trouble but finds it often,
     stares across the counter suspiciously at RAILLY and COLE.

                               DESK CLERK
                Twenty five bucks an hour.

                               RAILLY
                An hour?!

                               DESK CLERK
                You want quarter hours, go someplace else.

                               RAILLY
                     (catches on, pulls out her last bills)
                Here's ninety eight.  For the night.  Deal?

     The DESK CLERK squints warily at this turn of events.  Then, he
     turns, gets a key, turns back and hands it to her.

                               DESK CLERK
                Forty four.  Fourth floor, turn right.
                Elevator's busted.

     RAILLY turns, COLE follows, and they walk quickly to the stairs
     passing the stares of gloomy RESIDENTS sitting on torn sofas
     chairs in front of an old TV with hideous color.

     ANGLE ON THE DESK CLERK, watching RAILLY and COLE climb
     stairs.  As they disappear from view, he picks up the phone,
     punches a number, speaks into the phone.

                               DESK CLERK
                Tommy?  This is Charlie at the Globe.
                You know if Wallace has a new girl?
                Sort of a rookie type?  Blonde?

     INT.  GLOBE HOTEL ROOM 44 - MINUTES LATER (DAY)

     COLE sits on the lumpy bed in the dingy room, watching RAILLY
     pace back and forth like a mad woman.

                               RAILLY
                Okay...you were standing there looking
                at the moon...you were eating grass...
                then what?

                               COLE
                I thought I was in...prison again.

                               RAILLY
                Just like that?  You were in prison?

                               COLE
                No, not really.  It's...it's in my
                mind.  Like you said.

                               RAILLY
                You disappeared!  One minute you were
                there, the next minute you were gone.
                Did you run through the woods?

                               COLE
                I don't know -- I don't remember.

                               RAILLY
                The boy in the well.  How did you know
                that was just a hoax?

                               COLE
                It was?  I didn't...know.

                               RAILLY
                James, you said he was hiding in the barn...

                               COLE
                I think I saw a TV show like that when
                I was a kid.  Where a boy...

                               RAILLY
                IT WASN'T A TV SHOW!  IT WAS REAL!

     COLE looks at her.  She's really upset.

                               COLE
                Well, maybe that kid saw the same TV
                show and copied it.  Listen, you were
                right, it's all in my head.  I'm mentally
                ill, I imagine all that stuff.  I know
                they're not real, I can trick them, make
                them do what I want.  I just worked on
                them in my head and I got back here.  I
                can get better.  I can stay here.

     RAILLY pulls a photo from her purse, shows it to COLE.

     It's the uncropped picture from her book, the photo of JOSE in
     WWI with a fuzzy image of COLE on the edge of the frame,

                               RAILLY
                What does this mean to you?

                               COLE
                ...I had a dream about...something
                like that.

                               RAILLY
                You had a bullet from World War One in
                your leg, James!  How did it get there?

                               COLE
                You said I had delusions -- that I
                created a world -- you said you could
                explain everything...

                               RAILLY
                Well, I can't. ... I mean...I'm trying
                to.  I can't believe that everything we
                do or say has already happened, that we
                can't change what's going to happen,
                that I'm one of the three billion
                people who are going to die...soon.

     COLE stands, moves close to her.

                               COLE
                I want to be here.  In this time.  With
                you.  I want to become...become a whole
                person.  I want this to be the present.
                I want the future to be unknown.

                               RAILLY
                     (sudden hopeful idea!)
                James...do you remember...six years
                ago...you had a phone number!  You
                tried to call and...

     WHAM!  The door flies open, kicked violently, the flimsy lock not
     holding.  A menacing figure stands in the doorway.  WALLACE.  A
     wiry biker-type with jail house tattoos and mean eyes.

     COLE and RAILLY are too stunned to say anything as WALLACE looks
     them over coldly, insolently, then advances on RAILLY.

                               WALLACE
                This is my territory, bitch!

                               COLE
                     (confused, turns to Railly)
                Is this real -- or is this one of my
                delusions?

                               RAILLY
                This is definitely real:
                     (to Wallace)
                Excuse me, I think we have a little
                misunderstanding here...

     WALLACE smashes RAILLY in the face.  She flies back against the
     wall and onto the floor as WALLACE spins around to COLE who is
     stepping toward him, but WALLACE is now holding a knife

                               WALLACE
                What're you -- some kind of tough guy?
                You wanna be a hero?  You gonna try and
                mess with me?  Come on...

     A beat.  COLE puts his hands up placatingly as he backs around
     WALLACE and moves to RAILLY, whose eye is already swelling.

                               WALLACE
                Now that's a smart boy.  But you,
                honey, you think you can go 'round
                me and peddle your fancy ass in this
                part of town, you bet your life we got
                what I would call a major goddamn
                misunderstandin'.

     RAILLY reaches a hand up to COLE for assistance, but, he grabs
     her purse instead, swings it around, SMASHES WALLACE in the face
     with it, then grabs the pimp's arm and SNAPS it like it was a
     twig!  The knife clatters to the floor as WALLACE yelps in pain
     and COLE slams him to the floor, straddles his chest, retrieves
     the near-by knife, and presses it sharply against WALLACE'S neck.

                               RAILLY
                JAMES -- DON'T!

     COLE hesitates.

                               WALLACE
                     (eyes bulging)
                You...heard...her.  Don't do it, man.

                               RAILLY
                     (gets up, looks around)
                Put him in the closet, ... But get his
                money first.

                               COLE
                     (amazed)
                You want me to rob him?

                               RAILLY
                I...I...We need cash, James.

     A shadow.  RAILLY turns toward the door and glimpses a FACE
     disappearing, then hears SHOUTS from the hallway...

                               SHOUTS (o.s.)
                They're killing him!  Call the cops.

     Being very careful not to move his neck, WALLACE reaches into his
     pocket and produces a thick roll of bills, which RAILLY grabs.

                               WALLACE
                You two are crazy.  I got friends.  You
                put me in a closet, they're gonna be
                really pissed.

     COLE moves off Wallace and, keeping the knife close, yanks him to
his teeth while RAILLY hurries to the window and looks out.

     HER POV:  A fire escape leads down into an alley.

     RAILLY turns just in time to see COLE shove WALLACE into the
     bathroom, follow him in, slam the door behind them, and LOCK it.

                               RAILLY
                James, no!

     INT.  BATHROOM

                               RAILLY'S VOICE (from the other room)
                     (rattling the door knob)
                James, what are you doing?

     WALLACE cowers back against the shower stall.

                               WALLACE
                I have friends, man -- if you cut me...

     WALLACE breaks off, bug-eyed, reacting to something we don't see!

                               WALLACE
                What...the...fuck..are you doing???

     INT.  GLOBE MOTEL ROOM 44

     RAILLY is pounding on the bathroom door now as, suddenly, it
     opens and COLE steps out, the knife in his right hand, dripping
     with blood.

                               RAILLY
                Oh, my God, James.  Did you kill him?

     COLE shakes his head "no" as blood oozes from his mouth.

                               COLE
                Just...just in case.  In case I'm not
                crazy...
                     (holds up two bloody molars)
                That's how they find us.  By our teeth.
                     (a beat, eye contact)
                I don't want them to find me.  Ever.  I
                don't want to go back.

     RAILLY's astonishment turns to emotion as it dawns on her the
     choice he's made.  Given up the future (if it exists, and it's
     looking like it does)!  Risking his life to be with her!  For
     this brief time!  She's overwhelmed, lips trembling, tears
     welling in her eyes.  But just then, the SOUNDS of SHOUTS and
     feet THUNDERING up the stairs snap her back to reality.

     INT.  STAIRWELL/GLOBE HOTEL

     COPS' boots THUNDER up the stairwell.

     INT.  ROOM 44/GLOBE HOTEL

     In between nervous glances toward the door, RAILLY supervises as
     COLE obediently blocks the bathroom door with the bureau.

                               RAILLY
                Push it tight!

                               WALLACE'S VOICE (from the bathroom)
                NO PROBLEM!  I'LL JUST STAY IN HERE!
                DON'T WORRY ABOUT ME.

     INT.  4TH FLOOR HALLWAY/GLOBE HOTEL

     POLICE OFFICERS, led by the PLAINCLOTHES COP, make a cautious
     entrance onto the 4th floor, guns drawn.

     Seedy HOTEL RESIDENTS point to Room 44, then cower back into
     their doorways.

     EXT.  GLOBE HOTEL FIRE ESCAPE/ALLEY - DAY

     COLE and RAILLY clatter down the fire-escape, COLE in the lead.
     They come to the end of the metal stairway.  It's a long distance
     to the ground.  COLE jumps down, turns, reaches up to her.

     She lets herself down to him.  Their eyes meet.  He holds her in
     his arms for a moment.  Then, reluctantly, he puts her down.
     They start running down the alley.

     INT.  GLOBE HOTEL FOURTH FLOOR - DAY

     The PLAINCLOTHES COP has his pistol out, his back to the wall
     alongside the open doorway to Room 44.  The UNIFORMED OFFICERS
     are backing him up, weapons drawn.

                               PLAINCLOTHES COP
                POLICE!  THROW YOUR WEAPONS OUT AND
                COME OUTTA THERE!

     No response.

     INT.  GLOBE HOTEL ROOM 44

     The PLAINCLOTHES COP charges into the room in a crouch, pistol
     extended in both hands.  He pans the gun around the empty room.

     HIS POV:  the open window...the blood on the floor.

                               WALLACE'S VOICE (from the bathroom)
                HEY!  ZAT THE POLICE!  I'M AN INNOCENT
                VICTIM IN HERE!  I WAS ATTACKED BY A
                COKED-UP WHORE AND A CRAZY DENTIST!

     EXT.  BUS STOP/DOWNTOWN - LATE AFTERNOON

     A city bus disgorges a stream of PASSENGERS at a stop in the
     toney downtown shopping district.  Among them, RAILLY looks
     furtively left and right, COLE on her heels.  She's hidden her
     bruised eye behind sun glasses; he's holding a bloody
     handkerchief to his mouth.

     As he steps to the sidewalk, COLE is overwhelmed by the bustling
     city, the tall downtown buildings.  His eyes go up.

     COLE'S POV:  a building, towering toward the sky.  A building
     with a ledge.  The same ledge the lion prowled in the future!!!

     ANGLE ON COLE, shaken, as RAILLY ushers him into the recessed
     entrance to a store.

                               RAILLY
                Wait here.  I'm going to try that phone
                number.  Let's hope it's nothing!

     Dazed by his experience and the flow of SHOPPERS, COLE watches
     her hurry to a pay phone twenty yards away, his view of her made
     intermittent by PEDESTRIANS streaming past him, their FACES
     looming frighteningly close.

     A BUSINESSMAN jostles COLE, forcing him back against the display
     window.  Turning, he faces the angry jaws of a BEAR only inches away

     Recovering from a jolt of terror, COLE realizes the BEAR is a life-size
     toy in the display window.  Relieved, he looks back at RAILLY.

     COLE'S POV:  RAILLY, well out of earshot, speaking earnestly into
     the phone.

     ANGLE ON COLE, startled, as a BUSINESSMAN, mistaking him for a
     panhandler, shoves a dollar into his hand.  Confused, COLE stares
     at the dollar, then turns to say something to the retreating
     BUSINESSMAN, but just then he sees RAILLY rushing toward him,
     eyes sparkling with happiness, LAUGHING, ebullient.

                               RAILLY
                James!  James!  It's okay.  We're
                insane!  We're crazy!

     COLE doesn't know how to respond, but a PASSERBY gives them a look.

                               RAILLY
                It's a Carpet Cleaning Company...

                               COLE
                A Carpet Cleaning Company?

                               RAILLY
                     (laughing)
                No superiors!  No scientists.  No
                people from the future.  It's just a
                Carpet Cleaning Company.  They have
                voice mail -- you leave a message
                telling them when you want your carpet
                cleaned.

                               COLE
                You... you left them a message?
         
                               RAILLY
                     (impishly)
                I couldn't resist.  I was so relieved.
                Wait'll they hear this nutty woman
                telling them...they better watch out
                for the Army of the Twelve Monkeys...

     Looking at her laughing face, COLE is struck with horror as he
     realizes the truth!  He starts to recite...

                               COLE
                "The Army of the Twelve Monkeys --
                they're the ones who are going to do
                it.  I can't do anything more.  The
                police are watching me."

     Now she's stunned.  She glances back and sees the phone booth
     twenty yards away.

                               RAILLY
                You... you couldn't have heard me.

                               COLE
                They got your message, Kathryn.  They
                played it for me.  It was a bad
                recording...distorted.  I didn't
                recognize your voice.

     RAILLY'S eyes fill with horror as she grasps the meaning.

     ANGLE ON A UNIFORMED COP, staring out the window of a POLICE
     CRUISER as it inches along in the bumper to bumper traffic.
     Noticing something, he reaches for his radio.

     ANGLE ON RAILLY, spotting the CRUISER, grabbing COLE, pulling him
     into the CROWD.

                               RAILLY
                Come on.

     INT.  DEPARTMENT STORE/MEN'S DEPARTMENT - 6:00 PM

     RAILLY, whose sun glasses don't really hide her bruised eye, adds
     a man's Hawaiian shirt to the pile of other men's things heaped
     on a counter in front of a very suspicious CLERK.

                               RAILLY
                And this.
                     (turning)
                Anything else?

     But COLE'S not here.  He's a short distance away...staring.

     COLE'S POV:  aisle after aisle of eager shoppers and a bounty of
     brand new consumer goods.

     ANGLE ON COLE, remembering another department store, dark and
     full of moldering merchandise.

     ANGLE ON RAILLY, turning again to the CLERK.

                               RAILLY
                I guess that's it.

                               CLERK
                Shall I put this on your account, Ma'am?

                               RAILLY
                     (producing Wallace's roll of bills)
                No -- I'll pay cash.

     The CLERK stares at the huge roll of bills!

                               RAILLY
                What floor are the wigs on, please?

     EXT.  PEST CONTROL VAN - NIGHT

     Surrounded by stripped and abandoned vehicles, the VAN, with a
     PEST CONTROL logo on its side, is parked on a trash-littered
     street beside the massive pillars of a towering freeway.

     INT.  PARKED PEST CONTROL VAN

     The VAN is packed with SIX ACTIVISTS, SANDY and KWESKIN among
     them, all wearing black.  Some of them have climbing gear, tool
     belts, all sorts of paraphernalia.  KWESKIN is telling his story.

                               KWESKIN
                So then he goes into this incredible riff
                about how his shrink, like, replicated
                his brain while he was in the nut house.
                Turned it into a computer.

                               WELLER
                And Fale believed it?

                               KWESKIN
                Oh, you know Fale!  He's like, "If you
                guys get nailed -- and I'm sure you will --
                I never saw you before in nay life!"

     LAUGHTER from all of them.  Then, there's a sharp, rhythmic
     series of RAPS on the side door, a signal.

     POPE quickly slides the door open.  It's JEFFREY...grinning.

     Three other activists, GOINES, ICHIOKA, and BRUHNS, stagger out of
     the darkness behind JEFFREY, lugging a huge, squirming GARBAGE BAG.

     The van occupants react with murmurs of "Awwwwwright" and "Far
     out", then they help maneuver the writhing bag into the van.

     Then, JEFFREY and the other three scramble in, too.

                               JEFFREY
                Let's do it!

     EXT.  VAN/FREEWAY

     The PEST CONTROL VAN lumbers up a ramp and onto the freeway.

     INT.  PEST CONTROL VAN/MOVING

     The GARBAGE BAG squirms and grunts as JEFFREY holds a map under a
     flashlight and goes over "the plan" with the other ACTIVISTS.

                               JEFFREY
                Okay, that's Stage One.  In Stage Two,
                Monkey Four is over here...

     A loud GROAN from the bag distracts the others.

                               GOINES
                What's the harm in opening the bag?
                His eyes are taped.

                               SANDY
                Yeah, it's cruel leaving him like that.

                               JEFFREY
                Ah, but cruelty is his specialty.

                               ICHIOKA
                So why should we be like him?

     Shrugging cheerfully, JEFFREY tears open the garbage bag revealing
     DR. MASON, trussed up, duct tape covering his eyes and mouth.

                               JEFFREY
                Want the full effect?

     Grinning wickedly, JEFFREY rips the tape from his father's mouth.

                               DR. MASON
                Jeffrey?  I know it's you, Jeffrey.  I
                recognize your voice.

     JEFFREY puts his finger to his lips, silencing everyone.

                               DR. MASON
                JEFFREY???  ... Very well.  You're out
                of your mind, Jeffrey.  I know all
                about your insane plan.  That woman --
                your psychiatrist -- she told me.

     JEFFREY raises his eyebrows.  This he hadn't expected.

                               DR. MASON
                I didn't believe her -- it seemed too crazy
                even for you.  But, just in case, I took steps
                to make sure you couldn't do it.  I took myself
                out of the loop!  I don't have the code any
                more.  I don't have access to the virus.  So,
                go ahead -- torture me, but you can't extract
                anything of use to yourself.

     The ACTIVISTS are all exchanging puzzled looks.

                               JEFFREY
                What...virus?

                               DR. MASON
                     (spins his head toward Jeffrey)
                She knew about it, Jeffrey.  She knew
                you were going to try this.

                               JEFFREY
                What virus are we talking about, Dad?

                               DR. MASON
                You're insane, Jeffrey.

                               JEFFREY
                You "develop" viruses and you're calling
                me insane?  Typical.  What does this
                virus attack?  Don't tell me, you sick
                fuck, it doesn't matter.
                     (to the others)
                Have I ever "developed" a virus?  Do I
                put helpless animals in cages and measure
                their reactions to electrical stimuli?
                Do I inject radioactive substances into
                living creatures and examine their
                bowel movements?  Wow!  And I'm crazy!

                               DR. MASON
                Please tell me, Jeffrey, what exactly
                are you going to do?  I don't have to
                tell you I'm afraid.

                               JEFFREY
                THIS IS A FUCKING EXPERIMENT!  YOU'RE
                OUR HELPLESS LITTLE TEST ANIMAL, DADDY.
                GOT THAT?  NOW -- WHAT FUCKING VIRUS
                HAVE YOU COME UP WITH, YOU DEMENTED
                FUCKING MANIAC?

     INT.  MOVIE SCREEN/THEATER - NIGHT

     Spooky BERNARD HERRMAN MUSIC, giant redwoods looming skyward.
     It's DAYTIME in Muir Woods.  SCOTTY (JAMES STEWART) AND MADELINE
     (KIM NOVAK) walk toward a display of a cross cut section of a
     redwood tree.  We're watching Hitchcock's VERTIGO.

                               SCOTTY (up on the screen)
                Here's a cross section of one of the
                old trees that's been cut down.

     They look at the lines of the tree marked with cards that say,
     "BIRTH OF CHRIST", "DISCOVERY OF AMERICA", "MAGNA CARTA SIGNED",
     "1066 - BATTLE OF HASTINGS", and "1930 TREE CUT DOWN".

     ANGLE ON THE THEATER AUDIENCE, empty seats dimly visible in the
     flickering light, a few shadowy MOVIEGOERS scattered here and there.

     ANGLE ON THE SCREEN, MADELINE pointing, saying with profound melancholy.

                               MADELINE (up on the screen)
                Somewhere in here I was born.  And here
                -- I die.  There's only a moment for
                you.  You don't notice.

     ANGLE ON THE AUDIENCE, a shadowy COUPLE near the back of the
     theater.  WE CAN'T REALLY SEE THEM, but we recognize their VOICES

                               RAILLY
                Here, let me help you.

     The theater is briefly illuminated by a very bright scene on the
     screen, revealing enough of COLE and RAILLY for us to see she's
     doing something to his upper lip while he tries to watch the movie.

                               COLE
                I think I've seen this movie before.
                When I was a kid.  It was on TV.

                               RAILLY
                     (fussing with his upper lip)
                Shh -- don't talk.  Hold still.

                               COLE
                     (moving his head to see the film)
                I have seen it, but I don't remember
                this part.  Funny, it's like what's
                happening to us, like the past.  The
                movie never changes -- it can't change
                -- but everytime you see it, it seems
                to be different because you're different
                -- you notice different things.

                               RAILLY
                If we can't change anything...because
                it's already happened, then we ought to
                at least smell the flowers.

                               COLE
                Flowers!  What flowers?

     From the darkness, a MOVIE PATRON makes a SSSSHHHHH shound.

                               RAILLY
                     (whispering)
                It's an expression.  Here...

     She's pulling something from a shopping bag at her feet, placing
     it on COLE'S head, adjusting it...

                               COLE
                Why are we doing this?

                               RAILLY
                So we can stick our heads out the
                window and feel the wind and listen to
                the music.  So we can appreciate what
                we have while we have it.  Forgive me,
                psychiatrists don't cry.

     There are tears in her eyes.  They discomfit COLE.

                               COLE
                But maybe I'm wrong.  Maybe you're
                wrong.  Maybe we're both crazy.

                               RAILLY
                In a few weeks, it will have started or
                it won't.  If there are still baseball
                games and traffic jams, armed robberies
                and boring TV shows -- we'll be so
                happy, we'll be glad to turn ourselves
                in to the police.

                               SHADOWY MOVIEGOER
                SHHHHHHH    

                               COLE
                     (whispers)
                Where can we hide for a few weeks?

     ANGLE ON THE SCREEN, where SCOTTY and MADELINE are in the foreground,
     the OCEAN behind them.

                               RAILLY
                You said you'd never seen the ocean...

     EXT.  GORILLA'S PEN/ZOO - NIGHT

     CLOSE ON A GORILLA, by moonlight, angry, a true nightmare vision.

     URGENT WHISPERS off screen, RUSTLING SOUNDS.  Then, METAL ON METAL.
     Only now are we aware that the GORILLA is in an outdoor zoo pen
     with phony rocks.  Stalking back and forth.  Huge.  Upset.

     CLANK.  CLANK.  METAL ON METAL.  GRUNTS of effort, then, DR.
     MASON'S VOICE, plaintive, frightened.

                               DR. MASON'S VOICE (o.s.)
                What are you doing to me?  Where are
                we?  Jeffrey, please...

                               SANDY'S VOICE (o.s.)
                For God's sake, put the tape back on
                his mouth!

     The GORILLA bellows angrily, beating his chest.

                              JEFFREY'S VOICE (o.s.)
                Forget the tape.  The monkey's louder than
                he is.  You gonna tape the monkey's mouth?

     EXT.  PANTHERS' PEN/ZOO - NIGHT

     Under the full moon, PANTHERS pace back and forth, back and
     forth, uttering ominous guttural SNARLS.

     EXT.  LION'S PEN/ZOO

     The KING OF BEASTS gives a deep, fierce ROAR.  From the darkness,
     unseen ELEPHANTS TRUMPET their response.

     EXT.  AVIARIES/ZOO

     A PANDEMONIUM of WINGS RUSTLING, the sharp metallic CLINKING of
     metal on metal, the MUTTER of HUMAN VOICES, then a cacophonous
     CRESCENDO of frenzied SCREECHING as PARROTS, COCKATOOS and other
     EXOTIC BIRDS careen madly in their cages.

     INT.  MOVIE THEATER AUDITORIUM

     CLOSE ON COLE, dozing fitfully, as the SOUNDS of SCREAMING BIRDS
     continue.  Suddenly, he comes awake with a start...sees the movie
     filling his field of vision.

     HIS POV:  the MOVIE SCREEN.  TIPPI HEDRIN, overwhelmed by
     screeching BIRDS in an attic in Hitchcock's THE BIRDS.

     ANGLE ON COLE, orienting himself, looking around.  Empty seats on
     both sides of him.  He's alone.  He panics.

                               COLE
                Kathryn?!

     INT.  THEATER LOBBY

     A lobby poster boasts "Classics 24 Hours A Day" and "Hitchcock
     Festival".  PANNING OFF the poster, passing a SNORING USHER, dead
     to the world in an old velvet chair, WE DISCOVER a BRUNETTE in a
     tight dress, just hanging up the lobby pay phone.  Turning, she
     reveals heavy make-up, gaudy costume jewelry, and sun glasses.
     She's the BRUNETTE in COLE'S DREAM!  Crossing the lobby toward
     the auditorium, it's a pleasure to watch her nice body undulate
     in the tight dress.

     Just then, the auditorium doors burst open and a BLONDE MAN in a
     Hawaiian shirt appears, the man from COLE'S DREAM, except this
     man's moustache is fixed firmly on his upper lip.  The BLONDE MAN
     stops, stunned at the sight of the BRUNETTE.

                               BRUNETTE
                We're booked on a 9:30 flight to Key West.

     The Brunette is RAILLY, no longer the frazzled professional,
     revealed now by her disguise as a sexy babe.  The Blonde Man is
     COLE!  He's confused.

                               COLE
                You were in my dream just now.  I
                didn't recognize you.

                               RAILLY
                Well, you look pretty different, too.

                               COLE
                I mean in my dream -- I didn't realize
                it was you.  Then...I woke up and I...I
                thought you were gone.

                               RAILLY
                     (studies him seriously)
                I remember you...like this.  I feel
                I've known you before.  I feel I've
                always known you.

     Their eyes lock.  Suddenly, she backs up, gently maneuvering him
     with her, past the sleeping USHER, to and through an unlocked,
     unmarked door, then closing it behind them.

     INT.  STORAGE ROOM/MOVIE THEATER

     RAILLY and COLE are in a dimly lit cluttered storage room.  She
     kisses him hungrily amid the brooms, plastic trash barrels, other
     janitorial items.  COLE responds to her passion as they move
     deeper into the room, its walls covered with old movie posters.
     Tearing at each other's clothes, they collapse on a rolled
     theater curtain among stacks of ancient theater seats.

     EXT.  SUBURBS - DAWN

     The red rim of the rising sun is just becoming visible beyond the
     silhouetted roofs of an upper middle-class suburban neighborhood.
     The early light is so vague that when a huge SIBERIAN TIGER pads
     across a neatly-trimmed lawn, he's more a shadowy vision than
     reality.  Did we really see him at all?

     EXT.  CONSTRUCTION SITE - DAWN

     The rising sun flares behind the towering silhouette of an unfinished
     building, deserted in the early morning light.  High up, a MONKEY
     his head around a girder.

     Four stories below, other MONKEYS are climbing.

     EXT.  SHOPPING MALL - DAWN

     Deserted in the first light of dawn, the stores face each other
     across a broad promenade with blank staring windows.

     Nothing happens.  For a long moment.  Then, an AFRICAN BULL
     ELEPHANT appears, turning the corner, lumbering toward us along
     the promenade, raising his trunk to TRUMPET triumphantly to the
     other ELEPHANTS trotting into view behind him.

     INT.  TAXICAB/CITY STREETS - EARLY MORNING

     A fiftyish WOMAN CABBIE with white hair and a Southern twang is
     at the wheel of the cab.

                               WOMAN CABBlE
                What time's your flight, friends?

     In the back seat, COLE, in the blonde wig and moustache, looks to
     his companion, the sexy babe in sun glasses and heavy make-up, RAILLY.

                               RAILLY
                Nine thirty

                               WOMAN CABBIE
                Might be tight.

                               RAILLY
                     (startled, checks her watch)
                Tight?  My watch says 7:30.

                               WOMAN CABBIE
                On your normal mornin', okay, plenty a
                time, but today, gotta take inta account
                your Army-of-the-Twelve-Monkeys factor.

                               RAILLY
                What?  What did you say?

                               WOMAN CABBIE
                Twelve Monkeys, honey.  Guess you folks
                didn't turn on your radio this morning.

     COLE and RAILLY exchange a quick look.

                               WOMAN CABBIE
                Bunch a weirdoes let all the animals outta
                the zoo last night.  Then they locked up
                this big shot scientist in one of the cages.
                Scientist's own kid was one a the ones did it!

     RAILLY and COLE stare at the cabbie, stunned.

                               WOMAN CABBlE
                Now they got animals all over the
                place.  Buncha zebras shut down the
                thruway 'bout an hour ago and some
                kinda thing called an "e-mu" it's got
                traffic blocked for miles over on 22.

     Flabbergasted, RAILLY'S eyes suddenly fill with hope.

                               RAILLY
                That's what they were up to!  Freeing
                animals!

                               COLE
                On the walls -- they meant the animals
                when they said, "We did it."

                               WOMAN CABBIE
                You can hear it on the radio all the
                stations...

     As the WOMAN CAEBIE switches on the RADIO, RA:LLY points and COLE
     follows her look.

     COLE'S POV:  two CHEETAHS, sleek and magnificent against the
     cityscape, streaking past the cab at ninety mph!

                               ANNOUNCER/RADIO (o.s.)
                In the meantime, numerous animal rights
                activists have joined the chorus
                condemning what they're calling the
                "loose canon" activities of Jeffrey
                Mason and his Army of the Twelve
                Monkeys.
                               RIGHTS ACTIVIST/RADIO (o.s.)
                Can these fools seriously believe that
                releasing a captive animal into an
                urban environment is being compassionate
                to the animal?  It's mindlessly cruel,
                almost as indefensible as holding the
                animal in captivity in the first place.

     RAILLY and COLE are watching FLAMINGOS cross the sky against a
     backdrop of skyscrapers in silhouette.

                               RAILLY
                Maybe it's going to be okay.

     INT.  TICKET COUNTER/AIRPORT TERMINAL - MORNING

     CLOSY ON copies of the mug shot of COLE and a photo of RAILLY
     while the airport P.A. SYSTEM DRONES in the b.g..

     REVEAL a DETECTIVE, giving the flyers to the uniformed SUPERVISOR
     at one end of the ticket counter.

                               DETECTIVE
                Tell your people if they spot either
                one of them, not to try and apprehend
                then.  They should notify us and...

     ANGLE ON RAILLY AND COLE, thirty yards away, entering the terminal.

                               P.A. SYSTEM
                -- Flight 531 for Chicago is now ready
                for boarding at Gate Seventeen.

     ANGLE ON COLE, reacting to the P.A., stopping, seeing the
     bustling airport lobby.

                               COLE
                I know this place! ... This is my dream.

                               RAILLY
                Airports all look the same.  Maybe
                it's...
                     (turning, reacting)
                James!  Your moustache!  It's slipping.

     But COLE isn't listening.  He's looking around, mesmerized.

                               COLE
                It's not just my dream.  I was actually
                here!  I remember now.  My parents
                brought me to meet my uncle.  About a
                week or two before...before...before
                everybody started dying.

     RAILLY glances around nervously.

     RAILLY'S POV:  two UNIFORMED POLICEMEN, strolling through the
     lobby, their eyes scanning the faces of TRAVELERS.

     ANGLE ON RAILLY, pulling a small tube from her purse.

                               RAILLY
                They may be looking for us, James.
                     (placing the tube in his hand)
                Use this.  You can fix it in the Men's Room.
  
                               COLE
                     (confounded)
                I was here...as a kid.  I think you
                were here, too.  But you...looked just
                like you look now.

                               RAILLY
                     (getting desperate)
                James, if we're identified, they're
                going to send us someplace...but not to
                Key West!

                               COLE
                     (snaps out of it, hand to moustache)
                Right!  You're right.  I have to fix this.

                               RAILLY
                     (indicating a sign)
                I'll get the tickets and meet you... in
                the Gift Shop.

     COLE follows her look, nods, then heads for the Men's Room as
     RAILLY, in sun glasses, gaudy outfit, high heels, starts clip
     clopping toward the ticket counter, her ass attracting admiring
     glances.

     INT.  TELEPHONES/LOBBY - DAY

     BUSINESS TRAVELERS huddle over pay phones, talking earnestly, as
     COLE walks past on his way to the Men's Room.

     Seeing an unoccupied phone, COLE hesitates, considers it.  Coming
     to a decision, he reaches into his pocket, pulls out some change.

     INT.  TZCKET COUNTER/TERMINAL

     CLOSE ON the flyer of COLE and RAILLY taped under the counter,
     hidden from the customers, but in clear view of the TICKET AGENT
     who has just finished serving a PORTLY GENTLEMAN.  The GENTLEMAN
     walks away.

     ANGLE ON RAILLY, stepping up to the counter, smiling, looking
     nothing like the Railly on the flyer.

                               RAILLY
                Judy Simmons.  I have reservations for
                Key West.

     INT.  PAY PHONES/TERMINAL

     COLE is speaking into the phone very low, very private, very intense.

                               COLE
                Listen, I don't know whether you're
                there or not.  Maybe you just clean
                carpets.  If you do, you're lucky --
                you're gonna live a long, happy life.
                But if you other guys exist and you're
                picking this up -- forget about the
                Army of The Twelve Monkeys -- they
                didn't do it.  It was a mistake'
                Someone else did it.  The Army of The
                Twelve Monkeys are just dumb kids
                playing revolutionaries.  It was
                someone else!

     COLE looks around nervously, catches a BUSINESSMAN at the next
     phone looking away quickly.  COLE touches his loose moustache as
     he averts his face and speaks into the phone in an urgent whisper.

                               COLE
                I've done my job.  I did what you wanted.
                Good luck.  I'm not coming back!

     COLE hangs up the phone, looks around, catches a few stares.
     Averting his face, he heads for the Men's Room.

     INT.  TICKET COUNTER - DAY

     The TICKET AGENT is counting out a stack of bills.

                               TICKET AGENT
                Don't see a lot of this... cash.

                               RAILLY
                It's...a long story.

                               TICKET AGENT
                     (smiles, hands over the tickets)
                They'll begin boarding in about twenty
                minutes.  Have a nice flight, Mrs. Simmons.

     Turning to go, RAILLY fumbles the tickets while trying to put
     them in her purse and they flutter to the floor.  As she kneels
     to retrieve them, WE SEE the long line of waiting TRAVELERS from
     the waist down.  WE SEE a familiar Chicago Bulls Sports Bag
     resting on the floor beside sneakers and gaudy baggy pants.
     we've seen this outfit before...in COLE'S dream...on MR. PONYTAIL!

     INT.  MEN'S ROOM/AIRPORT - DAY

     The P.A. DRONES as CCLE, head down, lingers at a sink, washing
     and rewashing his hands while another TRAVELER finishes drying
     his hands, gives COLE a quizzical look, then leaves.

     Quickly, COLE glances around, checks the seemingly empty Men's
     Room, then takes the tube of adhesive from his pocket, puts some
     goop under the loose edge of his moustache and presses it firmly
     against his face as he leans close to the mirror.

                               RASPY VOICE (o.s.)
                Got yourself a prob, Bob?

     COLE whirls, looks for the source of the VOICE.  Nothing!  Until
     he spots shoes peeking from dropped trousers indicating an
     occupied stall.  It must be him!

                               COLE
                Leave me alone!  I made a report.  I
                didn't have to do that.

                               RASPY VOICE (o.s.)
                Point of fact -- you don't belong here.
                It's not permitted to let you stay.

     A toilet FLUSHES in the "occupied" stall.  COLE'S answer is loud
     and defiant.

                               COLE
                This is the present.  This is not the past.
                This is not the future.  This is right now!

     A PLUMP BUSINESSMAN emerges from the "occupied" stall, gives COLE
     a wary look and a wide berth as he heads for a sink.

                               COLE
                I'm staying here! You got that?  You
                can't stop me!

                               PLUMP MAN
                     (high pitched voice)
                Anything you say, chief.  It's none of
                my business.

     COLE looks dismayed.  This guy couldn't be "THE VOICE"!  And there
     are no feet showing under the other stalls.  Did he imagine it?

     INT.  TICKET COUNTER - DAY

     The Chicago Bulls bag!  It's on the counter in front of the
     TICKET AGENT who's reviewing a stack of tickets in awe...

                               TICKET AGENT
                Woooo-eeee.  San Francisco, New
                Orleans, Rio de Janeiro, Rome,
                Kinshasa, Karachi, Bangkok, Peking!
                That's some trip you're taking, sir,
                All in one week!

                               MR. PONYTAIL (o.s.)
                Business.

                               TICKET AGENT
                     (handing over the tickets)
                Have a good one, sir.

     INT.  TERMINAL LOBBY

     COLE emerges from the Men's Room, shaken, paranoid.  He glances
     around nervously.  Then, keeping his head down, he starts walking
     toward the Gift Shop.  Before he gets more than a few steps,
     someone suddenly grabs his shoulder from behind.

                               FAMILIAR VOICE (o.s.)
                You gotta be crazy, man!

     COLE whirls, finds himself facing a Puerto Rican youth in an L.A.
     Raiders jacket, a sideways baseball cap, and mirrored sun glasses

                               COLE
                Jo...Jose????

                               JOSE
                Pulling out the tooth, man, that was
                nuts!  Here, take this.

     JOSE tries to slip COLE a 9mm pistol.  Astonished, COLE resists!

                               COLE
                What?  What for?  Are you crazy?

     Frustrated, JOSE conceals the gun but keeps a grip on COLE'S arm.

                               JOSE
                Me?  Are you kiddin?  You're the one!
                You were a hero, man.  They gave you a
                pardon!  And whadda you do?  You come
                back and fuck with your teeth!  Wow!

                               COLE
                How did you find me?

                               JOSE
                The phone call, man.  The phone call.

                               COLE
                The call I just made?  Five minutes ago?

                               JOSE
                Hey, five minutes ago, thirty years ago!
                Yes, that phone call.  I been in training
                for this a couple a months now -- ever
                since I got back from that... "weird"
                war we were in.  You remember that?
                     (pressing the pistol on Cole)
                Here, take it, man!  You could still be
                a hero if you'd cooperate!

     INT.  GIFT SHOP/TERMINAL - DAY

     RAILLY takes a travel book on Key West from a rack, considers it,
     includes it with several magazines she's holding.  She doesn't
     notice MR. PONYTAZL enter the Gift Shop behind her!

     The P.A. System DRONES flight info as RAILLY checks her watch and
     frowns.  It's getting late and where's Cole?  She turns, heads
     for the cash register to make her purchases.

     MR. PONYTAIL, seen from behind, is at the cash register already.
     He sets a newspaper on the counter and searches for change.

     The paper features a banner headline..."ANIMALS SET FREE" and a
     sub head..."PROMINENT SCIENTIST FOUND LOCKED IN GORILLA CAGE"
     over a photo of DR. MASON being released from the cage and
     another photo of a GORILLA perched atop a parked car.

     Stepping in line behind MR. PONYTAIL, RAILLY checks her watch
     again. Then, MR. PONYTAIL, having paid, turns to go and RAILLY
     looks up and sees his face. though it is not visible to us.

     Startled, RAILLY frowns.  Does she know this man?

     MR. PONYTAIL pauses for a moment, considering the babe in the
     shades, gaudy earrings, the tight skirt, and high heels.

     RAILLY doesn't recognize the man, but we do!  He's DR. MASON'S
     ASSISTANT, DR. PETERS...the man who attended RAILLY's lecture!

     Smiling, DR. PETERS steps around RAILLY and exits the Gift Shop.

     Still puzzled, RAILLY puts her purchases on the counter and the
     CLERK starts ringing them up as a DELIVERY MAN comes in and drops
     a bundle of newspapers at her feet.

     RAILLY'S POV:  the front page shows a photo of three frightened
     GIRAFFES in freeway gridlock under a headline proclaiming, "TERRORISTS
     CREATE CHAOS".  Further down are two more photos...DR. MASON in the
     gorilla cage and a file photo of DR. MASON in his lab.

     CLOSE ON THE SHOT OF DR. MASON in his lab.  There's someone else
     in the picture.  It's a man wearing a lab coat and a PONYTAIL!

     ANGLE ON RAILLY, reacting, suddenly remembering!

     MEMORY FLASHBACK!  INT.  RECEPTION ROOM/BREITROSE HALL - NIGHT

     RAILLY looks up from the book she's signing and sees DR. PETERS.

                               DR. PETERS
                Isn't it obvious that "Chicken Little"
                represents the sane vision and that
                Homo Sapiens' motto, "Let's go shopping!"
                is the cry of the true lunatic?

     INT.  GIFT SHOP - DAY

     RAILLY, stunned, stares in the direction PETERS/PONYTAIL went.

                               RAILLY
                Oh, my God!

                               P.A  SYSTEM
                -- flight 764 for San Francisco is now
                ready for boarding at Gate 36.

     INT.  LOBBY - DAY

     In the confusion of TRAVELERS streaming in different directions,
     COLE hurries toward the Gift Shop while JOSE struggles to keep up.

                               JOSE
                Coma on, Cole, don't be an asshole.
                     (then, blurting it out)
                Look, I got orders, man!  You know what
                I'm sposed to do if you don't go along?
                I'm sposed to shoot the lady!  You got
                that?  They said, "If Cole don't obey
                this time, Garcia, you gotta shoot his
                girlfriend!"

     COLE stops in his tracks, blown away, too stunned to speak.

                               JOSE
                I got no choice, man.  These are my
                orders.  Just take it, okay?

     COLE accepts the gun this time, resigned now.  They've got him.

                               COLE
                This part isn't about the virus, is it?

                               JOSE
                Hey, man...

                               COLE
                It's about obeying, about doing what
                you're told.

                               JOSE
                They gave you a pardon, man.  Whatdaya
                want?

                               COLE
                Who am I supposed to shoot?

     Just then, RAILLY rushes up to COLE, not even noticing JOSE.

                               RAILLY
                James!  Thank God!  I thought you'd
                disappeared.  Listen, I think I know
                who it is!  I saw him!  It's Dr. Mason's
                assistant.  An apocalypse nut!  The next
                flight to San Francisco leaves from Gate 38.
                If he's there, it has to be him.

     JOSE, having heard this, steps back into the crowd as RAILLY
     grabs COLE and pulls him toward the Security Check Points.

                               COLE
                I love you, Kathryn.  Remember that.

     She doesn't hear him or see the look of doom in his eyes.

                               RAILLY
                Maybe we can stop him.  Maybe we can
                actually do something.

     INT.  SECURITY CHECK POINT/TERMINAL - DAY

     A young boy of nine passes through the magnetic arch grinning.
     YOUNG COLE!  Exactly as he appears in the dream!

     He joins his PARENTS, who are only visible from their chests
     down, and they continue along the concourse.  WE LINGER and
     DISCOVER two DETECTIVES watching TRAVELERS as they pass through
     the magnetic arch and retrieve their bags from the X-ray machine,
     comparing their faces to photos of COLE and RAILLY.

     ANGLE ON A SECURITY OFFICER, watching the x-ray monitor.

     ANGLE ON THE MONITOR, showing the X-RAY IMAGE of a sports bag moving
     along the conveyer belt.  The bag contains some strange objects.

     ANGLE ON THE SECURITY OFFICER, reacting.

                               SECURITY OFFICER
                Excuse me, sir.  Would you mind letting me
                have a look at the contents of your bag?

     ANGLE ON DR. PETERS, coming through the magnetic arch, reacting.

                               DR. PETERS
                Me?  Oh, yes, of course.  My samples.
                I have the appropriate papers.

     INT.  END OF LINE/SECURITY CHECK POINT

     RAILLY AND COLE arrive at the very long suddenly stalled line of
     TRAVELERS waiting to pass through security.

                               RAILLY
                Oh, God, we don't have time for this.

     ANGLE ON THE SECURITY CHECK POINT, where DR. PETERS unpacks his
     Bulls bag, pulls out six metal cylinders along with a change of
     clothes and a Walkman.

                               DR. PETERS
                Biological samples.  I have the
                paperwork right here.

     DR. PETERS produces a sheaf of official papers while the SECURITY
     OFFICER examines one of the tubes, turning it over in his hands.

                               SECURITY OFFICER
                I'm going to have to ask you to open
                this, sir.

                               DR. PETERS
                Open it?
                     (blinks stupidly, then)
                Of course.

     DR. PETERS takes the metal cylinder and starts opening it.

     There's a SOUND of VOICES RAISED behind them.  DR. PETERS pays no
     attention, but the SECURITY OFFICER turns toward the NOISE.

     SECURITY OFFICER'S POV:  RAILLY, trying to explain something to a
     SECOND SECURITY OFFICER.

     ANGLE ON THE TWO DETECTIVES, nearby, showing interest in the
     commotion.

     ANGLE ON DR. PETERS, oblivious to the fuss, pulling a closed
     glass tube out of the metal cylinder.

                               DR. PETERS
                Here!  You see?  Biological!  Check the
                papers -- it's all proper.  I have a
                permit.

                               SECURITY OFFICER
                It's empty!

     Indeed, it looks like a sealed clear glass tube with nothing in it.

                               DR. PETERS
                Well, yes, to be sure, it looks empty!
                But I assure you, it's not.

     ANGLE ON RAILLY, at the end of the line, arguing with the SECOND
     SECURITY OFFICER.

                               RAILLY
                Please listen to me -- this is very urgent!

                               SECOND SECURITY OFFICER
                You'll have to get in line, ma'am.

                               TRAVELER
                We're all in a hurry, lady.  What's so
                special about you?

     ANGLE ON DR. PETERS, producing the glass tubes from the other
     metal cylinders as the SECURITY OFFICER examines the papers.

                               DR. PETERS
                You see!  Also invisible to the naked eye.

     A beat.  OR. PETERS grins suddenly, opens one of the glass tubes,
     and waves it under the SECURITY OFFICER'S nose!

                               DR. PETERS
                It doesn't even have an odor.

     The SECURITY OFFICER glances up, sees what DR. PETERS is doing,
     and smiles as he hands the papers back to the scientist.

                               SECURITY OFFICER
                That's not necessary, sir.  Here you
                go.  Thanks for your cooperation.  Have
                a good flight.

     Hastily, DR. PETERS snatches up all the tubes and cylinders and
     shoves them back into his gym bag.

     ANGLE ON RAILLY, raging as the SECOND SECURITY OFFICER jabs her
     with his finger.

                               SECOND SECURITY OFFICER
                Who are you calling a "moron"?

                               COLE
                Get your hands off her!

     The SECOND SECURITY OFFICER stiffens for trouble.

     ANGLE ON THE DETECTIVES, watching the fuss, ready to get
     involved.  Suddenly, the FIRST DETECTIVE frowns.

     FIRST DETECTIVE9S POV:  COLE'S moustache is slipping.  COLE
     senses it, reaches up to touch it, catches the DETECTIVE'S look.
     For half a second their eyes meet, then COLE looks away.

     ANGLE ON DR. PETERS, hurrying away.

                               SECURITY OFFICER'S VOICE (o.s.}
                HOLD IT!  JUST A MOMENT.

     DR. PETERS freezes, turns, ashen.

     The SECURITY OFFICER is retrieving a pair of jockey shorts from
     the floor beside the search table.  He waves them at DR. PETERS.

     DR. PETERS hurries back for his underpants.

     ANGLE ON COLE, trying to keep his head turned away as he
     confronts the SECURITY OFFICER.

                               COLE
                I said, get your hands off her.  She's
                not a criminal.  She's a doctor...a
                psychiatrist.

     RAILLY looks alarmed at that.

     ANGLE ON THE DETECTIVES, coming this way.  The FIRST DETECTIVE
     has the photos in his hand.

     ANGLE OW DR. PETERS, bagging his jockey shorts, then starting
     hastily down the windowed concourse toward the gates.

     ANGLE ON RAZZLY, suddenly spotting DR. PETERS!

                               RAILLY
                THERE HE IS!  HE'S CARRYING A DEADLY
                VIRUS!  STOP HIM!

     ANGLE ON COLE, following RAILLY'S look, seeing MR. PONYTAIL, THE
     MAN FROM HIS DREAM!

     ANGLE ON DR. PETERS, frightened, glancing back, walking faster.

                               RAILLY (o.s.)
                PLEASE, SOMEBODY -- STOP HIM!

     ANGLE ON DETECTIVES, reaching RAILLY and COLE.

                               FIRST DETECTIVE
                     (raising his badge)
                Police Officers.  Would you step over
                here, please.

     ANGLE ON COLE, spotting something behind the DETECTIVES!

     COLE'S POV:  SCARFACE, dressed like a "businessman"!  He gives
     COLE a cold look.

     A beat.  COLE lunges at the SECOND DETECTIVE, knocking him off
     balance, then sprints toward the magnetic arch and through it.

     The ALARM goes off!!!!

     The FIRST SECURITY OFFICER tries to stop COLE, but COLE knocks
     him aside like a rag doll.

     ANGLE ON DR. PETERS, fifty yards up the concourse, glancing back.

     ANGLE ON COLE, pulling his pistol.

     ANGLE ON THE SECOND SECURITY OFFICER.

                               FIRST SECURITY OFFICER
                HE'S GOT A GUN!

     ANGLE ON THE FIRST DETECTIVE, raising his pistol at COLE.

                               FIRST DETECTIVE
                    STOP OR I'LL SHOOT!
         
     ANGLE ON COLE, gun in hand, sprinting along the concourse toward
     DR. PETERS as frightened TRAVELERS SCREAM and dive for cover.

     ANGLE ON YOUNG COLE, standing at a concourse window, watching a
     plane land, flanked by his parents whose faces we don't see.

     IT'S SUDDENLY AS IF THE DREAM IS HAPPENING IN REAL LIFE!!!  THE
     SAME MOKENTS INTERSPERSED WITH "NEW" MOMENTS FROM THE POV OF
     YOUNG COLE who, hearing the commotion, turns just as DR. PETERS
     hurries by.  DR. PETERS bumps into YOUNG COLE and reacts by
     pulling his Bulls bag close to his body and calling...

                               DR. PETERS
                WATCH IT!

     ANGLE ON YOUNG COLE, wide eyed, watching...

     YOUNG COLE'S POV:  a BLONDE MAN. dashing up the concourse, his
     moustache slipping over his lip, a pistol in his hand.

     YOUNG COLE'S POV:  the FIRST DETECTIVE aims, looking for a clear
     shot in the crowded passageway.

     YOUNG COLE'S POV:  a BRUNETTE in flashy clothes, gaudy earrings,
     high heels, and sun glasses SCREAMS...

                               BRUNETTE (RAILLY)
                N0OOOOO0O!!!!!!

     YOUNG COLE'S POV:  the FIRST DETECTIVE, firing!  CRACK!

     YOUNG COLE'S POV:  the BLONDE MAN, shuddering, staggering, falling.

     ANGLE ON YOUNG COLE, stunned, as his PARENTS try to shield him.

                               MOTHER'S VOICE (o.s.)
                My God!  They shot that man!

     Mesmerized, YOUNG COLE watches the BRUNETTE rush to the BLONDE
     MAN, kneel beside him, minister to his bloody wound.

     YOUNG COLE'S POV:  the BLONDE MAN, fatalistically reaching up
     and tenderly touching the BRUNETTE'S cheek, touching her tears.
     (WE'VE SEEN THIS EXACT IMAGE IN COLE'S DREAM, A POWERFUL MOMENT,
     UNFOLDING UNNATURALLY SLOWLY, OPENING LIKE A FLOWER.)

     ANGLE ON YOUNG COLE, not able to hear their words, but he can see
     emotion as the BLONDE MAN tries to tell the sobbing BRUNETTE something.

     YOUNG COLE'S POV:  PARAMEDICS, breaking the spell, pushing the
     BRUNETTE aside as they crouch beside the BLONDE MAN.

                               FATHER'S VOICE (o.s.)
                Come along, son, this is no place for us.

     ANGLE ON YOUNG COLE, as his FATHER'S ARM drapes over his shoulder,
     steering him.  YOUNG COLE turns to look back as he's led away.

     YOUNG COLE'S POV:  the PARAMEDICS, exchanging glances, shrugging
     helplessly.  It's too late.  The BLONDE MAN is dead.

     YOUNG COLE sees the BRUNETTE, her face streaked with tears,
     suddenly turn and look around, scanning the crowd, searching for
     something.  POLICE OFFICERS approach her, say something to her.
     Even as she responds, her eyes continue to scan the concourse.

     ANGLE ON YOUNG COLE, being hurried toward the lobby by his PARENTS
     (whose faces remain out of view).  He can't help sneaking another
     look back.

     YOUNG COLE'S POV:  POLICE, handcuffing a distracted, unresisting
     RAILLY.  Even now, she continues to look around almost frantically.

     Suddenly, her gaze falls on YOUNG COLE and she reacts...she's
     found what she's looking for!

     ANGLE ON YOUNG COLE, reacting to the intensity of her look.

     ANGLE ON RAILLY, her eyes speaking to the boy across the crowded
     concourse.

     ANGLE ON YOUNG COLE, overwhelmed by the look.

                               FATHER'S VOICE (o.s.)
                Hurry up, son.

     With a last lingering look toward the mysterious BRUNETTE, YOUNG
     COLE turns away, tears welling in his eyes.  WE MOVE IN...CLOSE...
     CLOSE...CLOSER...on his eyes.  WE WANT TO KNOW WHAT THE TEAR MEANS,
     BUT THERE IS NO WAY TO TELL.  WE DON'T KNOW WHAT HE IS THINKING,
     BUT WE KNOW VERY WELL WHAT HE WILL REMEMBER!

                               MOTHER'S VOICE (o.s.)
                Pretend it was just a bad dream, Jimmy.

     INT.  747 CABIN - DAY

     DR. PETERS closes the door to the overhead luggage rack
     containing his Chicago Bulls bag and takes his seat.  Next to
     him, a FELLOW TRAVELER, unseen, says...

                               FELLOW TRAVELER'S VOICE (o.s.)
                It's obscene, all the violence, all the
                lunacy.  Shootings even at airports now.
                You might say...we're the next endangered
                species...human beings!

     CLOSE ON DR. PETERS, smiling affably, turning to his neighbor.

                             DR. PETERS
                I think you're right. sir.  I think
                you've hit the nail on the head.

     DR. PETERS' POV:  the FELLOW TRAVELER, a silver haired gentleman
     in a business suit, offering his hand congenially.  DR. PETERS
     doesn't know who this man is, but we do.  It's the ASTROPHYSICIST!

                               ASTROPHYSICIST
                Jones is my name.  I'm in insurance.

     EXT.   PARKING LOT/AIRPORT

     As YOUNG COLE'S PARENTS (seen only as sleeves and torsos) usher
     YOUNG COLE into their station wagon, the boy hesitates, looks
     back, watches a 747 climb into the sky.

                                                      FADE OUT: