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-------------------------




                       "ARRIVAL"


                           by


                   Steven J. Fauquier



                                                 First Draft

                                                 October 1, 2004

E-Mail                                           (Revised)

swifte5070@yahoo.com                             January  19, 2006



This screenplay is copyrighted to its author. All rights
reserved. This screenplay may not be used or reproduced
without the express written permission of the author.

FADE IN:

EXT. SKY - EVENING

A view of a thunderstorm engulfs the gray sky over the woods.
Thunder reverberates in the distance. A flash of lightning
seemingly splits the dull sky in two.

The sound of a faltering MOTOR is heard.

Appearing over the trees is a small red and white Cessna
AIRPLANE, it looks as if it's about to make a landing.

The plane slowly lowers towards the ground, eventually
vanishing behind the many trees.

Rain pours down from the gray sky.

Suddenly an EXPLOSION is heard somewhere in the deep woods
in front of us.

Beat.

Black smoke rises into view.

It climbs above the trees and slowly spreads into nothing
amongst the vast atmosphere.

                                            DISSOLVE TO:

Legend. "Three Years Later"

EXT. CRASH SCENE - DAY

The compacted red and white Cessna airplane is nothing but
wreckage on the ground.

The left portion of the single wing has torn off, it lays a
good 20 feet away from the rest of the wreckage.

The mangled plane lies on its side with the right portion of
the wing pointing straight up to the sky.

Aside from the crash itself, the wear and tear mostly shows
the effects of the previous winters.

The ground looks untouched, as if no one has ever been around.

The nose of the plane has been crushed inward into the
cockpit.

                                                            2.


The seat has been jarred loose and forced into the back. The
radio equipment has been destroyed, it looks like a scrap yard.

The interior suffered some effects of a fire. The fuel gage
is on empty.

The sun pokes through the many surrounding trees. Birds chirp.

Footprints are spotted imprinted in the moistened ground
heading away from the area.

EXT. FIELD - DAY

Looking into the deep woods a twig SNAPS from inside.

FOOTSTEPS are heard crunching through the dried up leaves on
the ground. They're growing closer.

Beat.

A disheveled man emerges from the thick wilderness, CLAYTON
CRANCE, he wears blue jeans and a white T-shirt, covered in
dirt. Unshaven, hair out of place, his face filthy.

He looks mystified as he scans the unfamiliar area.

Standing on the outskirts of the woods, Clayton continues to
gaze into the distance, almost in some sort of trance.

The wind blows through the trees, everything is quiet.

Suddenly his left arm jolts back, snapping him out of his
trance-like state.

A BEE'S STINGER is lodged in his forearm, the skin
surrounding it is changing to an off-color red before his
eyes. He abruptly pulls the stinger out.

Looking to the ground, the honey bee exerts its last ounce
of life on the faded grass of the field. It eventually
seizes up and lies motionless.

The sound of a MOTOR close by cuts through the silence like
a blade. Clayton looks up intently and heads toward it.

EXT. ROAD - DAY

A white car can be seen heading this way. Clayton appears on
the side of the road as he watches it approach.As the white
car comes closer, we can make it out as a Pontiac Grand Am.

Waiving his arms in the air, the universal sign for 'look at
me', Clayton steps out into the middle of the road.

                                                            3.


The Grand Am closes in. The motor revs up and the car picks
up speed.

Clayton's blank expression changes, his eyes go wide with
immediate panic. His arms freeze over his head.

As the Grand Am bears down upon him, Clayton jumps out of
the way of the speeding vehicle, rolling along the opposite
side of the road as the car flies past.

Slowly standing up he watches the white Grand Am speed away
into the distance. He gives it the finger.

                         CLAYTON
            Prick.

Something scrapes along the ground below him. A NEWSPAPER
has wrapped around his shin and is held there by the wind.

Picking it up and looking to the page already opened, he reads:

"mcSrdleba rodW meGa"

His head slightly jerks backward, disoriented.

In the small boxes below, somebody's writing fills up the
right column.

It reads:

Vacation - nactaoiV

Therapy - hTyrape

Esoteric - Etcoseir

Roulette - teteluRo

The hand writing is disorganized, only the words in print
are readable. Clayton promptly drops the paper with
confusion and walks away.

Beat.

The wind blows the newspaper across the ground and flips to
the page he was looking at. It reads;

"Scrambled Word Game"

The words in the left column are now mixed up, the written
words in the right column have become readable.

                                                            4.


EXT. ROAD - DAY

Clayton trudges along the side of the road, not a soul is in
sight. The flat landscape makes it possible to see for miles
ahead.

The wind sounds like exhaling a cold breath as it circulates
around the vacant area.

A sign on the side of the road is spotted up ahead.

EXT. ROAD SIGN - DAY

A large, dark green sign is posted up on two long pieces of
wood acting as support poles. Standing in front of it,
Clayton examines the bold white letters closely:

"1 leMi to kOa Rdgei"

He rubs his eyes and focuses on the sign again.

"1 leMi to kOa Rdgei"

Taking a deep breath and shaking his head at the ground, he
spots a Canadian twenty dollar bill.

Clayton stares at the bill for a moment, then bends down and
picks it up. He examines it closely, cleans it off and
stuffs it in his right jean pocket.

Heading down the road and away from the sign, we can see it
in the background. It reads:

"1 Mile to Oak Ridge"

EXT. ROAD - EVENING

The sky has darkened slightly. Clayton continues on foot
along the side of the road toward a town in the distance.

Another green road sign overhead is noticed. It reads:

"ocemlWe ot Oka iRged!"

He only glances at it briefly before returning his gaze to
the ground. Walking passed the sign, we see the bold white
letters rearrange themselves.

"Welcome to Oak Ridge!"

EXT. OAK RIDGE ROAD - EVENING

Clayton stands still across the street, numerous speeding
cars whip by. No stop signs or stop lights are in sight.

                                                            5.


Vehicle after vehicle passes by Clayton; he disappears and
reappears between them on the opposite side.

Just as quickly the stream of vehicles are gone. Clayton
stands frozen across the street. Beat.

Cautiously looking to the left, then to the right, he takes
a step onto the road. Then a second step, a third, a
fourth... His short, careful steps are eventually replaced
by a normal-paced walk.

Clayton jogs the rest of the way across the road. He looks
over his shoulder at the emptiness.

Turning his attention to the reason he crossed the street,
he looks at all the small stores bunched together hoping for
his, anybody's business.

EXT. OAK RIDGE PLAZA - EVENING

A phone booth is stationed in the far corner of the plaza. A
store is nearby; its shameless advertisements of chips, pop,
magazines and cigarettes are in the window.

Clayton looks up to the store's sign. It reads;

"oLlac vceiCnoneen"

He quickly looks away and heads toward the door.

The sign now reads;

"Local Convenience"

INT. LOCAL CONVENIENCE - EVENING

A BELL RINGS as Clayton walks in the door.

A small, BALD MAN appears from the back and heads to the
counter. Clayton sees him and smiles, nodding his head
gently. The clerk glares at him.

Clayton turns away, indifferent. He walks down an aisle,
searching through the various products.

Their are several types of chips, peanuts, pretzels, cheetos,
personalized Oreo cookie's in small bags and different boxed
candies. The words on the labels are mixed up.

He heads further down the aisle towards the drinks kept in
the small frozen compartments.

Various types of soda's and juice are seen through the cold
glass, the words on the labels are scrambled.

                                                            6.


Clayton's reflection is caught briefly in the glass as he
reaches for the handle.

As the door opens at an angle, we can now make out the
clerk's reflection staring at him.

Clayton reaches for a bottle.

                         CLERK
                   (Harsh)
            That isn't free pal.

Clayton pulls out the bottled water and shuts the glass door.
He looks over to the clerk.

                         CLAYTON
            Excuse me?

                         CLERK
            How exactly do you intend to pay
            for that?

                         CLAYTON
                   (Jokingly)
            I was hoping we could barter.

The clerk glares at him.

                         CLAYTON
                    (Clears throat)
            Money of course.

The clerk continues to stare at him for a beat.

                         CLERK
            You have money?

Clayton walks toward the counter, still trying to figure out
the problem.

                         CLAYTON
            Yeah, I...

He takes the 20 dollar bill out of his pocket. As he does
this he notices just how filthy he actually looks, and rolls
his eyes with realization.

                         CLAYTON
            Listen, I was in a plane crash. My
            Cessna went down in the woods
            nearby here... what town is this?

The clerk watches him suspiciously, he doesn't believe him.

                                                            7.


                         CLERK
            Oak Ridge.

Clayton thinks to himself for a moment.

                         CLAYTON
            Oak Ridge... okay.

He scratches his full head of hair.

                         CLAYTON
            I know how this must look...

                         CLERK
            Do you?

                         CLAYTON
            Yeah, I do. I'm not a bum off the
            street okay?

He pats his empty pockets.

                         CLAYTON
            I must have lost my wallet in the
            crash. All I got left is this twenty.

He holds the dirty bill up to the clerk. The clerk looks at
it. Money talks.

                         CLERK
            Fine, whatever. Water's $2.25.

Clayton holds up the water bottle.

                         CLAYTON
            Does this say 'Aquafina'?

                         CLERK
            What?

                         CLAYTON
            The brand of the water, is it Aquafina?

                         CLERK
            Look buddy, I... You can't read
            that for yourself?

                         CLAYTON
            I don't know, I must of hit my head
            during the crash or something. I
            seem to be having a problem reading
            words, everything's all... mixed up.

The clerk looks away.


                                                            8.


                         CLERK
                   (Impatient)
            It's the one you want.

Clayton shakes his head 'okay' and places the bill on the
counter. He looks to the back wall.

                         CLAYTON
            A pack of du Maurier cigarettes as
            well please.

The clerk turns around and takes a pack off the wall.

                         CLERK
                   (Slightly annoyed)
            Light?

                         CLAYTON
            No regular. But that reminds me,
            better grab me a lighter as well.

The clerk puts the cigarettes back and pulls out another red
and white pack. Turning around he grabs a red see-through
lighter from a box nearby.

He slides them across the counter, and rings up the total price.

                         CLERK
            Total comes to $7.75.

Clayton pushes the bill closer and the clerk takes it. He
reaches into the register and comes out with the change.

                         CLERK
            $12.25 your change.

He puts two Canadian five dollar bills in Clayton's palm,
followed by a toonie and a quarter.

Clayton stuffs the money in his pocket along with his
cigarettes and lighter. He carries the bottled water as he
turns to leave - -

                         CLERK
                   (Deadly serious)
            Now, I don't want to see you around
            here again, got it?

Clayton looks stunned by his forwardness.

                         CLAYTON
            Excuse me?

                                                            9.


                         CLERK
            We don't need something like you
            around these parts. We have enough
            problems as it is.

Clayton stares a hole through the clerk. Beat.

                         CLAYTON
            Something like me?

                         CLERK
            I'll ask you to leave once, nicely,
            and that is it.

                         CLAYTON
            I was just about to - -

                         CLERK
                   (Nice but obviously
                   fake tone)
            Would you please leave sir?

Clayton stares at the clerk long and hard, trying to
determine if he's serious.

                         CLAYTON
            Okay, wait a minute here. Did I do
            something to offend you?

The clerk's face contorts as he instantaneously pulls out a
shotgun from underneath the counter, pointing it directly at
Clayton's head.

                         CLERK
            This is how I ask you a second time.

                         CLAYTON
            Jesus, what are you...?

The bald clerk cocks the shotgun.

                         CLERK
            Getting the drift now?

Clayton slowly nods his head "yes", puts his hands in the
air, and closes his eyes tightly.

BLACKNESS.

Beat.

                                                           10.


                         CLERK
                   (o.s.)
            Don't hold your breath. You're not
            worth my existence.

We slowly FADE BACK into focus as he opens his eyes.

The clerk has started out for the back where he was originally.

Clayton slowly turns around and exits the door. A bell rings.

EXT. OAK RIDGE PLAZA - EVENING

As the door shuts behind him, Clayton quickly glances
through the window to the counter inside, it's empty.

                         CLAYTON
                   (Under his breath)
            Unbelievable.

Hurrying away from the store he opens his Aquafina bottled
water. His hand shakes as he takes a long nervous drink.

INT. PHONE BOOTH - EVENING

An empty phone booth. Chewed pieces of gum are stuck on the
glass. There are obscene drawings and words made with spray
paint and dark marker.


We read a conversation between different people at different
times.

'Fuck Everybody!!'

'I smell Pussy'

'Get your face out of your crotch then'

'Ooooh, nice. You're a quick one. How long did that take you?
A month? Two?'

'Faggot'

'You're gonna get cancer and die'

'Who writes in a phone booth? Haahahaha!

'^The very definition of irony^'

The written conversation stops.

The TRAFFIC rushes by on the road in the distance.

Beat.

                                                           11.


The phone booth doors swing open as Clayton barges in. He
places the water bottle on top of the phone and shuts the
door behind him.

The written conversation is mixed up and unreadable over his
shoulder.

Digging into his pocket with one hand and picking up the
phone with the other, he pulls the quarter out, and drops it
into the slot. He presses 10 buttons on the phone and brings
it to his ear.

RINGING

It rings, once, twice, three times, four... somebody is
heard picking up.

                         WOMAN'S VOICE
            Can you hear me?

                         CLAYTON
            Yes, hi honey it's me.

Beat.

                         CLAYTON
            You there, babe?

Beat.

                         CLAYTON
            Oh please don't give me the silent
            treatment now, that's the last
            thing I need.

Beat.

                         CLAYTON
                   (Sighs)
            Listen... I had a slight problem
            with the airplane, some kind of
            malfunction or gas leak maybe. It
            crashed into the woods. Don't worry
            though, I'm not injured. But I do
            feel a bit... weird. I don't quite
            know how to explain it. I'm in a
            small town named Oak Ridge. And I
            must have hit my head and blacked
            out after the crash because I don't
            know how long its been really. I
            didn't want to heap this on you all
            at once, but I'm kind of up shits
            creek here.
                         (MORE)

                                                           12.


                         CLAYTON (CONT'D)
            Oh, but there is some good news
            babe, you'll never guess... I lost
            my wallet as well!

Clayton laughs nervously.

Static on the other line.

                         CLAYTON
            Hello? You there?

Clayton taps the phone against the booth several times
before bringing it back to his ear.

                         WOMAN'S VOICE
            Is...nothing...you hear me?...my hand.

                         CLAYTON
                   (Shakes head)
            I can't understand you. Your
            breaking up.

                         WOMAN'S VOICE
            v...bu...

                         CLAYTON
            What?

                         WOMAN'S VOICE
            ...s...

Static.

                         CLAYTON
            C'mon!

Clayton smashes the phone against the side of the phone
booth several times. Underestimating his own power, the
phone shatters into two pieces on the ground.

Slight static.

                         WOMAN'S VOICE
                   (Faintly)
            hospital...
                   (beat)
            ...love you.

The woman is heard crying as the phone cuts out completely.

Clayton stands staring down at the phone, looking helpless,
lost. He grabs his water and slowly exits the booth.

                                                           13.


EXT. OAK RIDGE PLAZA - EVENING

Rushing along the sidewalk, Clayton downs some water and
dumps the rest over his dirty head. He throws the empty
bottle in a nearby garbage bin and wipes his face with his
white T-shirt.

Digging into his pocket he pulls out the lighter and the
pack of cigarettes.

The red and white pack is opened by Clayton's convulsing
hand as he removes the silver foil and tosses it aside. It
reads:

"uD uarierM - ihgLt"

He focuses on the pack and works it out.

                         CLAYTON
            Shit.

Pulling out a cigarette he lights it and places it between
his lips. The lighter is returned to his pocket.

                         CLAYTON
                   (Tight lipped)
            ...still gave me bitch sticks.

Clayton walks along phlegmatically as he smokes away,
satisfied just to be smoking again.

He blows the smoke into the frigid air,  we follow it as it
spreads and disappears into the atmosphere.

                                            DISSOLVE TO:

EXT. OAK RIDGE SIDE ROAD - EVENING

Loitering along the side of a congested road, Clayton tosses
away his now roach-of-a-cigarette into the nearby ditch.

Cars whip by him at alarming speeds. A siren is heard
approaching.

He turns around in time to spot an ambulance rushing by. The
siren is at its loudest, then almost inaudible as it passes.

The many miscellaneous cars pull to the side to let the
ambulance through. It makes an abrupt right turn into a
large parking lot, disappearing behind the bend.

A red cross is seen on the building. The words above it read;

"poltHais"

                                                           14.


Clayton heads toward it.

EXT. HOSPITAL - EVENING

A hospital towers overhead. Many people hurry in and out of
the building.

The ambulance is parked in front of the sliding glass
entrance doors, its sirens still flashing, but with no sound.
An overhead roof just above the entrance is illuminating the
scene with dull artificial light.

Clayton approaches the entrance.

Looking inside through the glass doors, many DOCTORS and
DOCTORS AIDS tend to PATIENTS as they push them down the
hall and into emergency rooms.

INT. HOSPITAL - EVENING

Clayton sits patiently in the waiting hall. Beside him are
screaming CHILDREN, their PARENTS are trying to calm them
down. Various PEOPLE are bleeding profusely as the doctor's
aids try and comfort them to little avail.

On the opposite side of the hall, a WOUNDED MAN lies across
several chairs as doctor's work on the bullet wound in his
chest. They have to pin him down to keep him from squirming.

A skinny, male ASSISTANT turns around, he has the man's
blood all over his green uniform.

                         ASSISTANT
            Do we have a room for him yet?!

A panicking NURSE holding a telephone looks up from behind a
desk nearby.

                         NURSE
            No, everything's full right now!

The assistant shakes his head.

                         ASSISTANT
            Perfect.

He turns back around to assist in holding the struggling man
down.

The nurse speaks into the phone, holding it sideways as to
avoid putting it up to her ear.


                                                           15.


                         NURSE
                   (Over the intercom)
            Paging any and all personnel to the
            front. Any staff available please
            come to the front immediately.

Clayton calmly looks around at the chaos going on around him,
he clearly doesn't belong here.

He gets up to leave. After a few steps a HAND suddenly grabs
his shoulder from behind, spinning him around.

A DOCTOR stands there smiling, he looks similar to Clayton.
The silver pin I.D. on his left breast pocket of his white
jacket reads:

"Dr. Muser"

                         DOCTOR MUSER
            Going somewhere?

Clayton looks briefly down at the hand still on his shoulder.

                         CLAYTON
            Uhhh, yeah. I was just leaving.

                         DOCTOR MUSER
            Why's that? You obviously came here
            for something.

                         CLAYTON
            Just had a small problem, but I...

                         DOCTOR MUSER
            but?

Clayton looks around at all the sick and injured people.

                         CLAYTON
            ...but I see you got your hands full.

Doctor Muser removes his hand. Never looking around at
anything else, he keeps his eyes locked on Clayton.

                         DOCTOR MUSER
            I got time. Follow me, I'll take a
            look at you.

He heads down the hall passed the screaming children.
Clayton waits for a moment, looks back at all the parents
with children staring at him, then reluctantly follows.

                                                           16.


INT. CHECK UP ROOM - EVENING

Clayton sits on an elevated metal bench that has that thin
piece of white paper over it.

Doctor Muser gathers his supplies at the side desk.

                         CLAYTON
            You know, I don't have any money or
            I.D. so I can't...

Doctor Muser turns to him.

                         DOCTOR MUSER
            You can't what? You can't let a
            doctor take care of you?

                         CLAYTON
            I can't pay you.

He doesn't seem to mind. He stares at Clayton.

                         DOCTOR MUSER
            You know... we look sort of similar.
            Well, for the most part anyway.

Clayton looks in his face, he can see a slight resemblance.

The doctor steps forward and holds up a stethoscope.

                         DOCTOR MUSER
            Lift up your shirt please.

Clayton continues to look at him for a long moment, then
suddenly snaps out of it. He lifts his shirt up.

Doctor Muser puts the cold stethoscope against Clayton's
chest, he recoils back a little from the coldness of the metal.

Doctor Muser listens to his heart.

Beat.

He takes away the stethoscope and Clayton's dirty shirt
falls back into place.

                         DOCTOR MUSER
            Well, my diagnosis is that you are
            alive at this moment.

                         CLAYTON
            Good to know.

                                                           17.


                         DOCTOR MUSER
            What's the sweat from?

Clayton looks confused.

                         CLAYTON
            I'm not sweating.

He looks down to see the wet spot on his shirt.

                         CLAYTON
            Oh, it's just water.

Doctor Muser nods his head, examining him.

                         DOCTOR MUSER
            And the dirt?

                         CLAYTON
            I'm not sure.

                         DOCTOR MUSER
            You're not sure?

                         CLAYTON
            See, I was in a plane crash and I
            actually woke up like this in the
            woods, so I guess...

                         DOCTOR MUSER
            Whoa, back up. You were in a plane
            crash?

                         CLAYTON
            Yeah. Unfortunately.

                         DOCTOR MUSER
            That doesn't seem like such a
            'small problem'.

                         CLAYTON
                   (Jokingly)
            Well, I was in a small airplane...

                         DOCTOR MUSER
            You're a lucky man...
                   (Voice trailing off)
            A lucky man indeed.

                         CLAYTON
            How is crashing in any kind of
            plane considered 'lucky'?

                                                           18.


                         DOCTOR MUSER
            The crash wasn't the lucky part.
            The lucky part was that I could
            hear your heartbeat a moment ago.

Clayton nods.

                         CLAYTON
            I guess your right.

Doctor Muser begins feeling under his arms and legs.

                         DOCTOR MUSER
            Did you break anything? Sprain, a
            fracture maybe?

Clayton smirks.

                         CLAYTON
            I don't know, you tell me doc.

Doctor Muser's eyes stop on Clayton's forearm.

                         DOCTOR MUSER
            What happened here?

Clayton follows his gaze, looking down at his now swollen,
puffed up skin.

                         CLAYTON
            Bee sting.

                         DOCTOR MUSER
            Does it hurt?

                         CLAYTON
            Now that you mention it... no.

                         DOCTOR MUSER
            Any pain from the crash?

Clayton thinks about it for a moment.

                         CLAYTON
            Actually, I feel pretty good
            considering.

Doctor Muser takes a step back, examining him further.

                         CLAYTON
            I'm having a slight problem with my
            head though.

                                                           19.


                         DOCTOR MUSER
            Your head?

                         CLAYTON
            Well not really. Maybe it's the
            eyes. I'm having trouble reading
            the simplest of things. Everything
            looks all...mumble jumbled.

                         DOCTOR MUSER
                   (Chuckles)
            I know what that's like. I played
            one of those scrambled word games
            this morning.

Clayton eyes him closely. He squints.

                         CLAYTON
            Wonderful, but this game isn't much
            fun to me.

                         DOCTOR MUSER
            Let me take a look here.

Doctor Muser steps forward taking a small flashlight out of
his pocket. Clicking it on, he looks into both of Clayton's
eyes.

The tiny light travels from one eye to the next, his pupil's
expand and GROW LARGER.

Clicking off the light, he quickly heads to his side desk
and writes down a note.

Clayton looks on edge.

                         CLAYTON
            Something wrong?

Doctor Muser nods his head and continues writing.

Clayton looks on.

Beat.

                         DOCTOR MUSER
            Did you know that the normal
            occurrence after receiving excess
            light in your eye is the sudden
            retraction of the pupil?

                         CLAYTON
            I did know that, yes. So what's the
            problem?

                                                           20.


Beat.

                         DOCTOR MUSER
            Yours grew.

                         CLAYTON
            So... what does that mean?

                         DOCTOR MUSER
            I think I found the problem.

Doctor Muser turns his back to Clayton who stares at him,
waiting. Concerned.

                         CLAYTON
            What is it?

Beat.

                         DOCTOR MUSER
            You.

Doctor Muser quickly spins around and charges toward Clayton
holding a long KNIFE in his hand.

Clayton knocks back against the wall in fright, the blade
swings at him and just misses by inches.

Grabbing the doctor's arm that's holding the knife, Clayton
is forced down on the metal bench, trying to keep the blade
away.

The two men struggle intensely.

Suddenly doctor Muser knees Clayton in the ribs, this causes
him to LOSE HIS WIND for a moment. The doctor brings the
knife down closer with force. It slices through the air.

Clayton GASPS and stops the blade centimeters away from his
throat. One arm struggles with the blade, the other is
grasping at the doctor's uniform.

Clayton desperately snatches the stethoscope off of the
doctor's neck and smashes the small metal piece into his
face. Doctor Muser screams and relinquishes his arm back
that was holding the knife.

As doctor Muser stumbles back holding his face, Clayton
kicks him in the chest and makes a frantic run for the door.

Doctor Muser quickly recovers and charges after him,
reaching him before he can leave. He smashes Clayton's face
into the door and spins him around violently.

                                                           21.


A sickening sound.

The long blade penetrates all the way down to the handle in
Clayton's heart. Clayton looks to the doctor in shock.
Doctor Muser looks down at the knife.

Beat.

Nothing happens. Doctor Muser takes a few steps back.

Clayton pulls out the long blade from his chest, a disgusting
sucking sound is heard. The knife is clean, there is no
blood anywhere. He looks up at the doctor in shock.

Doctor Muser's bottom lip begins to quiver.

                         DOCTOR MUSER
                   (Disbelief)
            I'm not the solution. I-I can't do
            it. Why?

He suddenly goes limp and drops to the ground in a crumpled
heap.

Clayton lets the knife drop to the ground, we hear the blade

as it hits the floor.

He heads slowly towards the crumpled heap that used to be a
doctor. Bending down he spots a set of keys on a key chain
that fell out of doctor Muser's pocket. He snatches them up.

He watches doctor Muser's still body for a moment before
gently placing two fingers just above the neck and under the
jaw bone to check his pulse.

Clayton's jaw drops, his eyes wide with shock. He stands up
and runs out of the room in a panic.

INT. WAITING HALL - UNDISCLOSED TIME

Clayton rushes by the many crying children and bloody people
who didn't seem to notice a thing.

The wounded man now has a white sheet over his face and body.
He is motionless underneath it.

EXT. HOSPITAL PARKING LOT - NIGHT

Appearing out of the doors, Clayton runs through a crowd of
MEDICAL PERSONNEL and sprints off toward the corner of the
building. He rounds the corner and pushes his back tightly
up against the brick wall.

                                                           22.


Breathing heavily, his every breath is visible in the
chilling night air. Each labored gasp follows the other as
Clayton reaches into his pocket and pulls out the red and
white du Maurier cigarette pack.

His hands shake as he brings a cigarette to his lips and
lights it with the see-through red lighter. Holding it
between his lips, he grabs another, lights it and begins to
smoke it as well.

Clayton shivers against the brick wall smoking two light
cigarettes, trying to calm his nerves. The smoke or his cold
breath appears as he exhales.

Bringing his right hand up, he touches his heart where a
wound should be, but there is nothing.

The commotion of injured/sick people being wheeled in on
stretchers at the front of the hospital.

Clayton peeks around the corner, then quickly brings his
head back behind the wall. He takes a long puff from his
duo-cigs and looks around nervously.

                         CLAYTON
                   (Under his breath)
            Fuck, oh fuck, oh fuck.

Clayton jumps up and down trying relieve himself of the
frigid chill. A jingling sound is heard in his pocket.

Reaching in, he comes out with the set of keys on a key
chain. Examining the key chain closely, it reads;

"rdaGn Am - Ptciona"

He thinks about it for a moment, and looks back to the key
chain.

                         CLAYTON
            Dar...Nag...Gran...Grand Am.

Looking up, he scans the large parking lot in front of him.

The semi-darkened lot is partially illuminated by dull
artificial light coming from the overhead light poles. Many
different vehicles are noticed.

A white Pontiac Grand Am is eventually spotted directly
underneath one of the poles.

EXT. ROAD - DAY

FLASHCUT:

                                                           23.


Doctor Muser is seen driving behind the wheel of that very
vehicle, he looks care free as he tosses a newspaper out of
his passenger side window.

The same car can be seen speeding by Clayton as he dives out
of the way. He turns and watches it drive off into the distance.

                                            BACK TO SCENE:

EXT. HOSPITAL PARKING LOT - NIGHT

Clayton gazes at the car.

                         CLAYTON
                   (Under his breath)
            Son of a bitch.

Making his way off of the brick wall, he looks one last time
to the commotion out front and jogs over to the car.

Clayton struggles to get the keys to turn in the lock on the
door. Constantly looking over his shoulder to see if anyone
has spotted him. He takes a drag on his duo-cigs.

Removing the keys he looks at the key chain. Pointing it
toward the car, a BEEP is heard and the door locks make a
sound. He tries the handle - - the door doesn't open.

Standing back again and pointing the key chain; This time
TWO BEEPS are heard and the sound of the door locks. He
opens the door and gets in.

Beat.

The cold motor sputters to a start, the front lights blare
on, lighting up the bushes in front of him. He reverses out
of the parking spot, the headlights pass over a HANDICAP
SIGN underneath.

The car stops for a moment, a window rolls down and two lit
poor-excuses-for cigarettes are tossed out.

The vehicle kicks into drive, the tires squeal as it speeds
out of the parking lot.

                                            DISSOLVE TO:

INT. CAR - NIGHT

Clayton Crance drives uneasily along the empty road, he has
lit a brand new cigarette. The scenery outside the window
whips by in a blur.

                                                           24.


The needle of the speedometer sways back and forth between
120 km/h and 125 km/h. The gas gage shows just above a
quarter of a tank.

The empty road looks dangerously fast underneath the car.
The front headlights illuminate the darkness directly in
front of it.

Leaning forward he turns on the radio, it's already on an AM
news station. Static is heard as the signal slowly fades in.

                         AM RADIO
                   ('...'represents the static)
            ...earlier today, police are asking
            for your help to bring him to
            justice... A near fatal car crash
            occurred this morning on the 404
            after a trucker carrying a load of
            wet cement fell asleep at the wheel.
            He collided... truck head on
            causing vast... of damage... cost
            the taxpayers million of dollars to
            repair...

Clayton hits the radio with the side of his fist. He gives
up and continues smoking away with one hand on the wheel.

                         AM RADIO
            ...since moving to Washington D.C.
            last season...

He rolls down the window and blows smoke out into the air.
He shivers from the piercing cold.

                         AM RADIO
            ...crash. the plane went down over...

Clayton quickly turns his attention to the radio. He turns
up the volume.

                         AM RADIO
                   (Loud static)
            ......

He hits the radio with his fist again.

                         CLAYTON
                   (Annoyed)
            C'mon.

                                                           25.


                         AM RADIO
                   (Loud)
            ...last week. Rescuers are still
            searching the lake for bodies... a
            tornado... considered to...

Slumping in his seat with disappointment, he shuts off the
radio.

The wind howls by the open window. He checks in the rearview
mirror.

A DARK FIGURE is in the backseat!

Clayton jumps and quickly looks behind him.

A gray sweatshirt is flung over the top of the seats, the
head pad sticks out of the neck of the shirt.

Clayton exhales some smoke in relief and looks back in front
of him, he coughs as he tosses the cigarette out the window.
Reaching back with one arm, while keeping an eye on the road,
he grabs the sweatshirt.

The speedometer is now between 70 and 80 km/h.

He throws the sweatshirt on over his head, pulling it down
straight and smoothing the sleeves with one hand. He spots
something nearing on the passenger side.

As the car approaches a road sign, it reads;

"tMole - 4mK"

It's passed by, out of view. Clayton looks back out in front
of him.

                         CLAYTON
            tMole in 4 Km.

Beat. He thinks about it.

                         CLAYTON
            Motel.

Clayton pulls out the remaining twelve dollars from his
pocket and throws it on the passenger seat. Looking at it,
he shakes his head and glances back to the road.

Out of the corner of his eye he spots the glove compartment,
he quickly reaches over and opens it.

                                                           26.


Inside is mostly a lot of papers, car insurance. There is
some Kleenex piled into a ball in the corner, and a thick
faded brown wallet in the middle.

He takes the wallet out and shuts the glove compartment.
Bringing his attention back to the road, he throws the
wallet on the dashboard.

                         CLAYTON
            No one ever keeps gloves in a glove
            compartment.

INT. CAR - NIGHT

A sign is getting closer, it eventually reads: "tMole."

Clayton yawns and makes a right turn with the wheel as he
pulls into the motel parking lot.

EXT. MOTEL PARKING LOT - NIGHT

The white Pontiac Grand Am pulls into the small, dimly lit
parking lot. There are six other cars parked here for the night.

We watch as the Grand Am passes an empty parking space,

stops, and backs into it. 

Beat.

The headlights shut off.

INT. CAR - NIGHT

Clayton grabs the wallet off the dash and turns on a small
light on the ceiling. He opens the wallet.

Doctor Muser's driver's license is staring back at him in a
transparent front slip. This picture somewhat resembles
Clayton. Looking in the top of the wallet a wad of cash is
stuffed inside. He opens the slip and spots an abundance of
Canadian twenty dollar bills. His hand flips through each one.

Grinning at his luck he grabs the $12 off of the passenger
seat, stuffs it in his left pocket and closes the wallet.
Clayton looks out his halfway open window at the small motel
as he puts the wallet in his right pocket.

He rolls up the window, then shuts off the car. Opening the
door he quickly gets out and slams the door behind him. He
walks out of view.

Beat.

A single BEEP and the doors lock.

                                                           27.


INT. MOTEL - NIGHT

Clayton opens the motel door from outside, he walks into the
small yet welcoming lobby wearing dirty jeans and a gray
sweatshirt. He rubs his hands and blows into his clenched fist.

Looking over, he spots a LARGE MAN asleep on a chair, his
hat pulled low over his eyes.

Approaching the desk, an elderly LADY AT THE DESK greets
Clayton with a smile, she adjusts her glasses as he approaches.

                         LADY AT THE DESK
            Cold?

                         CLAYTON
            As long as I don't catch one, I'll
            be fine.

The lady at the desk fakes a small chuckle.

                         LADY AT THE DESK
            Are you looking for a room tonight sir?

He leans on the desk.

                         CLAYTON
            How'd you guess?

                         LADY AT THE DESK
            It's $35 per night or $80 for three.
            May I see some I.D. please?

                         CLAYTON
            No problem.

He reaches into his right pocket pulling out the faded brown
wallet. Pulling out the driver's license he hands it to the
lady and does his best impersonation of the picture.

The lady at the desk looks over him and the picture twice,
squinting through her glasses. She smiles and hands it back.
He quickly places it in the wallet.

                         LADY AT THE DESK
            And how long will you be staying?

He looks into the wallet at the many bills.

                         CLAYTON
            Three nights.

                         LADY AT THE DESK
            Very well. That'll be...

                                                           28.


                         CLAYTON
            Eighty dollars.

She nods.

Clayton takes out four twenties and places them on the desk.
The lady takes the money and distributes it into the register.

Turning to the back wall, she takes one of the four
remaining keys off a hook and hands it to him.

                         LADY AT THE DESK
            You're in room seven.

                         CLAYTON
            Good, I could use the luck. Believe me.

Clayton takes the key with the number seven on it and
pockets it.

                         CLAYTON
            You serve any food here?

The lady at the desk takes off her glasses and begins to
clean the lenses with her shirt.

                         LADY AT THE DESK
            We have a few vending machines
            around the corner near your room,
            but that's about it.

Clayton nods, somewhat disappointed.

                         CLAYTON
            Thanks.

He turns and begins to walk away.

                         LADY AT THE DESK
            Have a good night, doctor.

Clayton pauses ever so slightly before regaining his wits.
He heads off down the hall to his room.

The lady at the desk watches until he is out of sight around
the corner, then picks up a phone and dials a number.

INT. MOTEL ROOM 7 - NIGHT

Clayton sits still on the edge of the queen-sized bed.

A small side table is beside the bed with a phone and a
complimentary holy bible on it.

                                                           29.


A nearby window, half-covered by curtains shows us the black
night in the distance. The walls are an off-colored brown,
beige maybe. The wallpaper is peeling at every corner of the
room.

In front of him on a dresser is a radio, there is no T.V.

Standing up he makes his way to the cubicle-sized bathroom
in the corner.

INT. MOTEL BATHROOM - NIGHT

Clayton steps in and flicks on the light switch.

MONTAGE OF VARIOUS MOTEL BATHROOM NORMALITY'S

- A sink with filth and mold covering the inside of the drain.

- A small shower with a large metal bar across the top,
small circular rings hang off it, yet there is no shower
curtain.

- A used bar of soap, no bigger then a piece of hard candy.

- A toilet that hasn't been flushed.

                                            BACK TO SCENE:

Looking at himself in the minuscule mirror, Clayton stares
blankly at his dirty, unshaven face. He wipes his hand
across the mirror and notices as it moves slightly.

He grabs the side and opens the mirror, which acts as a
cabinet as well.

A straight razor with a can of shaving cream is found. Extra
rolls of toilet paper are seen, empty prescription pill
bottles, the words on the labels are all scattered.

He grabs the razor and cream, shutting the mirror he looks
at himself and grins.

                         CLAYTON
            Lucky number seven.

INT. MOTEL ROOM 2 - NIGHT

A WOMAN is hunched over the phone sitting on a queen-sized
bed. AVA DREYEM, beautiful brown hair to her shoulders,
noticeably good looking.

The room is basically identical to Clayton's.

Ava abruptly hangs up the phone and smiles.

                                                           30.


INT. MOTEL ROOM 7 - NIGHT

Emerging from the bathroom, Clayton Crance is looking
different then we've ever seen him. He's cleaned, showered,
his face and head are shaven, he looks a few years younger.
He wears only his boxers.

He heads over to radio and turns it on.

                         AM RADIO
                   ('...' represents the static)
            ...out everyday trying to get the
            youth of...to vote. Young people
            today don't seem to know the power
            they hold when it comes to...most
            important...in history...

Static.

He shakes his head, hitting the radio with his hand.

                         CLAYTON
            The amish are invading.

                         AM RADIO
            ...the kids...of the future...

Clayton angrily shuts the radio off. Heading to the bed he
throws on the dirty jeans. He remains shirtless.

The side table contains the Holy Bible and a phone.

Picking up the phone he takes a deep breath and slowly dials
a 10-digit number. It rings once, twice, three times,
four...Someone on the other line picks up.

                         WOMAN'S VOICE
            Talk to me...

                         CLAYTON
            Hey hun'.

Static.

                         CLAYTON
            God dammit. I can barely get a
            signal in this town. I just hope
            you can make out what I'm saying.
            Listen, I'm in some shitty motel
            here in Oak Ridge. You won't
            believe what is happening, things
            are getting stranger by the
            minute... you didn't call the
            police and report me missing, did you?

                                                           31.


                         WOMAN'S VOICE
            ...maybe I...don't...

                         CLAYTON
            Maybe? Well did you or didn't you?
            I won't be mad I just need...

                         WOMAN'S VOICE
            ...I don't know...

Clayton exhales a deep breath, causing him to cough slightly.

                         CLAYTON
            Alright whatever, it's not
            important.
                   (beat.)
            God it's good to hear your voice again.

                         WOMAN'S VOICE
            h...j...

                         CLAYTON
            I'm still having...

                         WOMAN'S VOICE
            cl...b...

                         CLAYTON
            I can't under...

                         WOMAN'S VOICE
            ...okay?

                         CLAYTON
            I can barely hear you babe.
                   (Voice trailing off)
            I just want to come home, where
            things make sense. I need to see
            you again, I love you so much. I
            miss you.

The women on the other line starts crying.

                         CLAYTON
            Don't cry honey, I'll...

The line goes dead.

                         CLAYTON
            Hello? Hello?!

Clayton angrily hangs up the phone and dials the 10-digit
number again at twice the speed.

                                                           32.


No signal.

                         CLAYTON
                   (Yells)
            Mother fucker!!

Clayton smashes the phone down across the table, he picks up
the whole unit and rips it from the wall.  He throws it
across the room and it hits the radio, shattering it into
pieces.

Static.

Clayton collapses on the bed.

INT. MOTEL ROOM 2 - NIGHT

Ava Dreyem is putting on make-up in the mirror.

She looks down at her tight shirt and smiles approvingly.
She grabs her purse and heads out.

The lights flicker off.

INT. MOTEL HALLWAY - NIGHT

A weary Clayton Crance exits his motel room in his dirty
jeans and T-shirt and slams the door behind him. Walking
down the hall he stops at a vending machine with pictures of
bottled water, juice and pop.

The second button from the top reads "qAfnauia". The price
is $2.25. Clayton nods his head and pulls the toonie out of
his jean pocket.

A door is heard closing down the hall.

Looking up, he watches as a beautiful woman wearing jeans
and a tight shirt approaches. She smiles as their eyes meet.

                         CLAYTON
            Sorry to bother you, but do you
            have an extra quarter?

The woman stops near him.

                         AVA DREYEM
            I have a quarter, but it certainly
            isn't an 'extra' one.

                         CLAYTON
            Oh, okay...

Clayton looks back to the machine.

                                                           33.


                         AVA DREYEM
                   (laughing)
            I'm just playing around.

Ava pulls a bunch of coins out of her purse and hands him a
quarter. Clayton smiles sheepishly as he takes it.

                         CLAYTON
            Thanks.

                         AVA DREYEM
            No problem.

She watches as he puts the coins in the machine and presses
the button. A few loud thuds are heard as the bottled water
drops into the slot. He picks it up.

                         AVA DREYEM
            Aquafina huh? Good choice.

Clayton nods sheepishly.

They smile at each other.

                         AVA DREYEM
            I think I'll get one as well.

She puts the coins in and presses the button. The bottled
water drops down and she bends over to pick it up.

Clayton sneaks a peek.

Ava stands up.

                         AVA DREYEM
            Like what you see?

                         CLAYTON
            Uhhh, I didn't mean to...

                         AVA DREYEM
            Don't worry about it. You're not
            the first guy who checked out my
            ass today.

Clayton turns a light shade of red.

                         AVA DREYEM
            You get used to it when your as
            attractive as I am.

She flips her hair like model's do in movie slow-motions.
They both laugh and stare at each other awkwardly.


                                                           34.


Beat.

                         CLAYTON
            Well, I better be on my way. Thanks
            again, I appreciate it.

He turns and starts off down the hall. beat.

                         AVA DREYEM
                   (Calling after)
            Listen, can I use your phone?

Clayton turns around.

                         CLAYTON
            My phone?

                         AVA DREYEM
            Yeah, you know that thing in your
            room that connects you with the
            outside world.

                         CLAYTON
            What's wrong with yours?

                         AVA DREYEM
            It's broken.

                         CLAYTON
            Is it static? because mine was
            doing that too and...

                         AVA DREYEM
            No, not static. It just doesn't work.

                         CLAYTON
            Oh.

Clayton stands there thinking. beat.

                         AVA DREYEM
            So is that a yes?

She walks up to Clayton and stops very close to him.

                         CLAYTON
            Yeah sure, why not.

                         AVA DREYEM
            Thanks!

They walk in silence down the hall toward room seven. Ava
drops her purse on the floor, some change and cards fall out.

                                                           35.


                         AVA DREYEM
            Shoot.

                         CLAYTON
            I got it.

Clayton bends down to pick up everything, he spots her
driver's license.

It reads:

"Ava Dreyem"

Ava sneaks a peek at his butt.

                         AVA DREYEM
            Very nice, dirty, but nice.

Clayton stands up quickly; he looks at his filthy jeans and
smirks. He hands her back her purse with everything intact
as they approach his room.

INT. MOTEL ROOM 7 - NIGHT

The door opens from the hall. Clayton and Ava step in, he
flips on the light switch.

They both stare at the broken telephone lying on the dresser
next to the shattered radio.

Clayton spins around to block Ava's view.

                         CLAYTON
            Actually you can't use this phone,
            it's...it's broken too.

Ava manages to peak over his shoulder at the phone.

                         AVA DREYEM
            I think you mean it's broke in two.

Clayton steps away from her view.

                         CLAYTON
                   (Solemnly)
            Yeah, I...I had a little problem
            with the phone.

Ava grazes by him and into the room.

                         AVA DREYEM
            I can see that.

Clayton remains at the door holding it open.

                                                           36.


                         CLAYTON
            I'm sorry but, I guess your going
            to have to find a payphone.

Ava continues looking around the room, away from the door.

                         AVA DREYEM
            What's your name?

                         CLAYTON
                   (Clears throat)
            My name?

                         AVA DREYEM
            Yes, your name.

                         CLAYTON
            Why do you want to know my name?

Ava spins around to look at him.

                         AVA DREYEM
            Because you know mine. It's only fair.

Beat.

                         CLAYTON
            Clayton.

                         AVA DREYEM
            Clayton, Clayton, Clay-ton. That's
            a neat name.

                         CLAYTON
            Neat?

                         AVA DREYEM
            Yeah, neat.

Ava opens her water and takes a seat on the edge of the bed.
She sips it a few times and then twists the cap back on.

                         AVA DREYEM
                   (Patting the bed)
            Come sit down and talk.

                         CLAYTON
            Talk? Umm, no thanks. I'm afraid
            I'm going to have to ask you to...

                         AVA DREYEM
            Leave? What else are you going to do?

                                                           37.


                         CLAYTON
            Sleep.

                         AVA DREYEM
            C'mon Clayton. You don't know
            anybody around here, am I right?

                         CLAYTON
            Yes, you are.

                         AVA DREYEM
            Well neither do I. Just come take a
            seat, I won't stay long, I promise.

Clayton thinks about it and sighs like he has something
better to do. He shuts the door and heads towards her.

                         AVA DREYEM
                   (Pretending to be drunk)
            We can drink the night away.

Ava takes the cap off of the water and swigs it back like a
beer.

She looks behind and grabs the bible off of the table,
promptly holding it up in front of her face.

                         AVA DREYEM
                   (Referring to the game)
            Speaking of 'broken telephones'...

She tosses it away playfully. Clayton smiles and sits on the
dresser across from her. He opens his water and takes a sip.

                         CLAYTON
                   (Almost condescending)
            So you got my full attention now
            Ava. What do you want to chat about?

                         AVA DREYEM
            Are you married?

Clayton takes a long drink before answering.

                         CLAYTON
            Are you?

                         AVA DREYEM
            I asked you first.

Beat.

                         CLAYTON
            I have a woman.

                                                           38.


                         AVA DREYEM
            How long?

                         CLAYTON
            A long time.

                         AVA DREYEM
            Then why aren't you married to her?

Clayton looks out the window.

                         CLAYTON
            Those are personal questions, and I
            just met you.

Ava leans back a little on the bed, a subtle allure.

                         AVA DREYEM
            So ask me something personal.

Clayton looks back to Ava, thinking about it during another
sip of water.

                         CLAYTON
            What do you do?

                         AVA DREYEM
            I work for the city.
                   (beat)
            And by the way I was expecting
            something a little more personal
            than that.

                         CLAYTON
            Sorry to disappoint you.

                         AVA DREYEM
            So where is your 'woman' now? I'm
            sure she likes that you refer to
            her as that.

Clayton rubs his eyes and yawns.

                         CLAYTON
            Not here.

                         AVA DREYEM
            Then why are you here?

                         CLAYTON
            I didn't plan on it.

                         AVA DREYEM
            And that means?

                                                           39.


                         CLAYTON
                   (Sternly)
            Nothing.

Ava looks at him for a long while and smiles.

She stands up slowly and struts over to him with that
seductive walk women do when they know men are watching.

Clayton halfway leans away from her.

                         AVA DREYEM
            What's wrong?

                         CLAYTON
            Nothing.

                         AVA DREYEM
            Two nothing's! My, my, my...
            somebody's nervous.

She pulls herself even closer, her body positioned between
his legs. She rubs her breasts through her tight shirt.
Clayton sits there frozen.

                         AVA DREYEM
                   (Whispers)
            This is when the heart starts to
            race. Your mind wanders to the most
            primal of emotions.

She brings her lips close and touches his shaved head.

                         AVA DREYEM
                   (Whispers)
            You think should I let this person
            into my fantasies, or should I put
            up a wall?

Ava softly kisses his cheek and brings her lips to his ear.
She moans provocatively and rubs his inner thighs with her
hands.

                         AVA DREYEM
                   (Whispers)
            I've been looking for you for a
            long time. And I finally found you.

Clayton looks her right in the eyes, confused.

Suddenly Ava forcefully grabs him by the neck of the shirt
and throws him onto the bed.


                                                           40.


Reaching into the back of her pants she pulls out a pistol
and points it directly at him.

Clayton doesn't have time to think.

THREE LOUD SHOTS ring out.

Clayton drops flat on the bed, his arms hanging over both
sides. Ava's arms are outstretched in front of her, the
smoking gun is still pointed at Clayton.

He moans and slowly sits up.

Clayton looks down and inspects his body with a look of
bewilderment. Ava looks on in disbelief, followed by anger.
She empties the clip, FOUR MORE SHOTS ring out. The blasts
echo throughout the motel.

Clayton remains sitting still like nothing happened. The
pistol still smoking in Ava's outstretched arms. Her hands
start to shake as she drops the weapon to the floor.

Tears fill her eyes. Her bottom lip quivers.

                         AVA DREYEM
            Why won't you die?

Ava's eyes abruptly roll up into her head until only the
whites are seen. She drops to the floor like every muscle
gave out at once. She lies there motionless.

Clayton's face turns pale. He looks behind him to the SEVEN
bullet holes in the wall exactly where his body should of
been in front of.

A stir of people in the hallway.

Clayton panic's and jumps upright to his feet. He runs to
the front door and locks it shut with the deadbolt.

He runs back over to the carcass of Ava Dreyem and checks
for a pulse.

His eyes widen.

                         CLAYTON
            Oh god...this isn't happening to
            me...
                   (beat)
            What the fuck is happening to me?!

He stands up and quickly grabs the gray sweatshirt off the
bed and throws it on.

                                                           41.


Loud KNOCKS at the door.

                         MALE VOICE BEHIND DOOR
                   (Muddled)
            What is going on in there? Is
            everyone okay?

Clayton looks around the room for an escape. He spots the
window and rushes toward it. He tries to pry it open but it
is locked tight.

He looks back to the door. The KNOCKING gets louder.

                         MALE VOICE BEHIND DOOR
                   (To someone outside
                   the door)
            It came from in here.

Clayton spots the pistol lying on the ground near Ava's body.

INT. MOTEL HALLWAY - NIGHT

The large man is going through the many keys attempting to
unlock the door.

Behind him are the various families and couples who look on
in fright. The older lady who was at the desk tries to calm
them down.

We hear the faint sound of GLASS BREAKING inside the room.
The women scream.

The large man gives up with the keys and begins kicking at
the door.

INT. MOTEL ROOM 7 - NIGHT

Ava's crumpled body remains motionless, the curtains flap in
the wind over the now broken window. The shattered glass is
all over the floor.

The door is heard bursting open with sheer force. The large
man lumbers in, ready to fight.

He spots a white Pontiac Grand Am through the broken window,
its tires squeal as it speeds out of the parking lot and
disappears into the night.

The large man surveys the room, he turns around, his eyes
blazing.

                         LARGE MAN
            Call the police.

                                                           42.


INT. CAR - NIGHT

Clayton speeds along the road, he nervously smokes a
cigarette with the window open to let the cold night air in.
His head darts from side to side anxiously.

The speedometer is swaying between 130 and 140 km/h. The gas
tank has fallen well below the quarter mark.

Clayton pulls the pistol out of his pants and places it on
the front seat.

The road whips by underneath the car, the headlights
illuminate the near future.

Clayton stares ahead; his face cringes ever so slightly as a
tear squeezes out. He promptly wipes it off his cheek with
the sweater sleeve.

EXT. SIDE ROAD - NIGHT

A police car waits under the cover of surrounding dark
bushes with its lights off. It looks like an animal stalking
its prey.

Beat. A motor is heard getting closer, closer.

A white Pontiac Grand Am speeds by, it sounds like a Nascar
in the silence of the night.

The police cruiser's headlights blare and the flashing red
sirens turn on. The cop car pulls out of its trap and
quickly follows in pursuit.

INT. CAR - NIGHT

Clayton wipes his brow with his sleeve and blinks his tired
eyes. He flicks the finished cigarette out of the window and
coughs with agonizing asperity.

He looks into the rearview mirror. Nothing but darkness
behind on the lonely road. He slowly begins to relax.

Long beat.

As he continues driving, his eyelids begin to close ever so
slightly.  He yawns and his eyes completely shut.

The wheel begins to turn left in his hands.

EXT. ROAD - NIGHT

The white Grand Am slowly but surely begins to drift into
the opposing lane.

                                                           43.


INT. CAR - NIGHT

A siren is heard from behind. Clayton's eyes open quickly,
he straightens the wheel and looks in the rearview mirror again.

The cop car's bright flashing lights are seen. The piercing,
high-pitched siren is even closer as it gains.

Clayton rubs his eyes with his free hand.

The cop car is at such a close proximity behind him that the
red lights reflect inside the Grand Am.

                         CLAYTON
            I fell asleep. I can't believe it.

He begins to slow down and turns the steering wheel right.
He glances at the side mirror.

We can make out the face of a COP sitting behind the wheel.

The writing along the bottom of the mirror reads;

"tecbOjs In ehT irMrro reA soelrC Tnha hyTe Apaper"

Clayton looks away.

"Objects In The Mirror Are Closer Than They Appear"

EXT. ROAD - NIGHT

The white Pontiac Grand Am slowly comes to a stop on the
side of the road.

The cop car pulls up approximately 20 feet behind.

INT. CAR - NIGHT

Clayton rolls up the window, grabs the pistol, and slides it
underneath the front seat to conceal it.

Opening the glove compartment he searches around it, places
some papers on the top of the pile, then promptly shuts it
again.

He takes out doctor Muser's wallet from his pocket and puts
it on his lap.  Taking a deep breath, he sits back in his seat.

Long beat.

Clayton's eyes start to look heavy again, they slowly begin
to close...

KNOCK, KNOCK.

                                                           44.


He snaps out of his daze. The cop's face is waiting at the
window. He rolls it back down.

                         COP
            Hello there sir, how are we doing
            tonight?

Clayton quickly clears the cobwebs.

                         CLAYTON
            I am doing fine officer, but I
            can't speak for you.

The cop doesn't seem in any kind of joking mood.

                         COP
            License and registration.

Clayton opens the glove compartment and pulls out the
necessary papers from the top of the pile.

He takes out doctor Muser's drivers license and hands
everything to the cop.

                         CLAYTON
            Mind if I ask what I was pulled
            over for?

The cop takes the license and registration papers.

Clayton looks at his name tag. It reads;

"A. Crue"

                         COP
            I'll give you three guesses.

Clayton rubs his chin.

                         CLAYTON
            Smashed taillight? Nah... No lights
            around my rear license plate? No
            can't be... how about... speeding?

                         COP
            Bingo. I had you clocked at one-
            thirty in an eighty zone.

Clayton rolls his eyes.

                         CLAYTON
            Is this really necessary officer? I
            mean, there is no one else even on
            the road at this time.


                                                           45.


                         COP
            I don't make the laws, I just
            uphold them.

                         CLAYTON
            I see. You know you guys are so
            inconsistent with this policy, it's
            basically entrapment.

                         COP
            Entrapment? hardly. We merely set
            the trap and wait for the mice to
            take the cheese.

Clayton looks away with disgust.

                         CLAYTON
            Thanks for proving my point.

The cop glares at him.

                         COP
            Your very welcome. Now wait here
            sir, I have to run your information.

The cop heads back to his car. Clayton quickly rolls up his
window.

                         CLAYTON
            Okay. it's going to be okay. Think,
            just think.

He looks back into the rearview mirror.

The cop is sitting in the car typing up something on his
computer. He has one leg positioned outside the open door.

Clayton brings his eyes down and stares straight ahead.

                         CLAYTON
                   (Panicking)
            I'm not going to jail, I... no
            don't worry, he won't be able to
            tell the difference, we look almost
            identical... No what am I talking
            about? He's going to find out...
            fuck... Maybe I should just grab
            the gun and... He won't be able to
            kill me, I'm sure of that... No,
            don't be a moron, of course I can
            be killed. None of that stuff
            actually happened, it was never
            real... it can't be.
                         (MORE)

                                                           46.


                         CLAYTON (CONT'D)
                   (Angered)
            I need a god damn smoke... shit...
            Why did I even pull over? I
            could've gotten away... stupid
            idiot!... Okay, be cool, just be cool.

A door SLAMS shut from behind. Clayton watches the cop
approach from the side mirror. He rolls his window back down.

                         COP
            Sir, I am going to have to ask you
            to step out of the vehicle immediately.

                         CLAYTON
            What? Why? What did I do wrong?

The cop stares at him with a look that says "I got you".

                         CLAYTON
            Okay fine, I exceeded the speed
            limit a little bit. Just give me
            the fine and I'll be on my way.

                         COP
                   (Unyielding)
            Sir, get out of the car, now.

Clayton sits still for a moment before slowly opening the
door and stepping out.

EXT. SIDE ROAD - NIGHT

He shuts the door.

                         COP
            Put your back up against the car
            and keep your hands out in front of
            you where I can see them.

Clayton hesitantly complies.

                         COP
            I have good news and bad news for
            you... which would you like first?

Clayton shrugs, indifferent.

                         COP
            The good news is that I'm ignoring
            your speeding ticket.

Clayton makes a gesture with his hand like he's ushering in
the inevitable bad news.

                                                           47.


                         COP
            The bad news is that you're under
            arrest for practicing medicine
            without a license in Toronto. And
            for numerous outstanding tickets
            for parking in handicap spaces.

The cop pulls out his handcuffs.

                         COP
            I'm going to ask you to turn around
            slowly and put your hands behind
            your back. Do that and everything
            should be okay. You don't want a
            resisting arrest charge on your rap
            sheet, trust me.

                         CLAYTON
            Just hold on a second, let me
            explain...

                         COP
            There will be plenty of time for
            that when you hire a lawyer.

The cop approaches closer.

                         COP
            Now turn around, I'll only ask you
            nicely once.

Clayton turns around slowly.

                         CLAYTON
            But I'm not who you think I am.

The cop approaches closer, he's directly behind him.

                         COP
                   (Whisper)
            You are exactly who I think you are.
            You just think that I'm thinking of
            someone else.

The cop quickly grabs his left arm.

Clayton instinctively spins around and punches the cop in
the jaw with his right fist; he looks taken aback by his own
combativeness.

The cop stumbles back a few steps but quickly reacts with a
hay maker of his own to the head. Clayton falls back onto
the car.

                                                           48.


We hear the swirling wind all around us, it sounds like one
giant breath exhaling. It's quickly followed by a short

glimpse of a ceiling.

Clayton looks around confused, distracted.

The cop rams his shoulder into Clayton's chest, Clayton
snaps out of it and grabs him by the throat.

The two men struggle to get the upper-hand on one another.

The cop reaches into his right side, Clayton reaches for
something on the cops left side.

Suddenly the cop pulls out his gun; Clayton pulls out the
cop's Billy club.

The cop pulls back the hammer as Clayton raises the club
over his head - -

                                            FADE TO BLACK

A BOOMING GUNSHOT rings out through the blindness.

Beat.

FADE IN

EXT. SIDE ROAD - NIGHT

Clayton is leaning up against the car, the cop is standing
in front of him.

The silence of the night is only interrupted by the
occasional sound of crickets.

Beat.

Clayton falls to his knees.

Beat.

The cop falls directly backwards holding his head.

Clayton looks down to his chest, a BULLET HOLE can be seen
just below his heart in the ribcage. Blood is forming a
puddle under the gray sweatshirt.

The cop lies on the ground, semi-conscious with a large WELT
on his forehead.

Clayton slumps to the ground and drops the Billy club. He
rips off the sweatshirt and puts his hand over the wound.

                                                           49.


The cop places both hands over the welt on his head. The gun
lies at his side.

Both men squirm on the pavement like fish out of water.

Clayton drags himself along the road closer to the cop.

                         CLAYTON
                   (Painfully low voice)
            You... can't... kill me.

The cop moans.

                         COP
                   (Disoriented)
            I don't have to anymore. It's too
            late for you now.

Clayton starts to cough, his breathing is raspy and forced.

He looks to cop in utter disarray.

The cop holds his head tight, blood starts trickling out
between his fingers.

                         COP
            We had to do it earlier. We had to
            attack the problem where it all begun.

The cop starts to laugh a sickening laugh considering blood
is pouring out of his head.

                         COP
            Because of your arrival, you're a
            rival to all of us.

Clayton begins to cough up chunks of blood all over the road.

                         COP
            Sometimes it takes... takes a blow
            in the head... just... just to see.

The red lights from the siren reflect off the white of the
Grand Am.

                                            DISSOLVE TO:

EXT. CRASH SCENE - NIGHT

Clayton and the cop lay in the exact same positions as on
the road, only now they are in the woods.

The RED AND WHITE Cessna airplane wreckage nearby has
replaced the red siren and white car from the road.

                                                           50.


The wind blows through the trees.

The cop continues to squirm on the dried-up, crunchy leaves.

Clayton coughs up some more blood and instinctively grabs
his red and white du Maurier pack. He pulls out a cigarette
as he goes into a coughing fit, he angrily tosses the pack
and the cigarette away. They land close by.

EXT. SIDE ROAD - NIGHT

FLASH CUT:

Clayton is thrown into the car after the punch to the head.

INT. HOSPITAL ROOM - UNDISCLOSED TIME

FLASH CUT:

We hear breathing surrounding everything, the view from
inside a hospital room flashes before us for a beat.

                                            BACK TO SCENE:

EXT. CRASH SCENE - NIGHT

                         COP
                   (v.o.)
            Sometimes it takes...takes a blow
            in the head...just...just to see.

Clayton is wide eyed. He spots a large rock lying within
reach. He grabs it and sits up slowly in agonizing pain. He
lifts the rock up beside his head and closes his eyes.

He smashes his skull with the rock. He immediately drops to
the ground, just barely conscious.

His left side of his skull has opened up and a small portion
of his brain leaks out.

We hear the sound of breathing all around us again.

The wind.

Clayton looks up to the night sky from his back.

INT. HOSPITAL ROOM - UNDISCLOSED TIME

Clayton lies motionless with his eyes closed in a bed. A
respirator hooked up to a nearby machine is breathing for him.

His wife sits on the edge of the bed holding is left hand.
We see the wedding ring on it.

                                                           51.


                         WIFE
            Can you hear me?

Clayton doesn't move.

An OLD DOCTOR enters the room and puts a hand on her shoulder.

                         OLD DOCTOR
            We did all we could to make him
            comfortable.

                         WIFE
            Is he?

                         OLD DOCTOR
            Yes. But his body is shutting down
            slowly right now.

                         WIFE
                   (Pleading)
            You're positive there's nothing you
            can do to save him?

The doctor sighs.

                         OLD DOCTOR
            I'm afraid not. This particular
            carcinoma of the lung has been left
            untreated for too long.

                         WIFE
            Don't tell me this, please...

                         OLD DOCTOR
            You know this.

                         WIFE
                    (Angered)
            This is a hospital for Christ's
            sake, why aren't you helping him
            get better?

                         OLD DOCTOR
            I am truly sorry ma'am. If it had
            been detected earlier... maybe. But
            three years is much too long to
            harbor a disease such as this. And
            unfortunately it spread to other areas.

                         WIFE
            So why put him through chemotherapy?
            Why give this false hope?

                                                           52.


                         OLD DOCTOR
            Because even false hope is better
            then none. We have done all his
            body will allow us to do at this
            point. Hopefully our new serum will
            be the remedy for others, the cure
            that the whole world has been
            waiting for. A solution to all the
            unanswered questions. Either way,
            your husband is a hero, and you
            should be proud of him. His death
            may stop millions more.

The doctor puts his hand on her shoulder for a moment and
leaves the room.

She wipes the tears from her eyes.

                         WIFE
            Clayton, can you hear me?

Only the sound of the artificial air filling his lungs can
be heard.

                         WIFE
            If you can, squeeze my hand.

She holds his limp hand, waiting for a response.

Nothing.

                         WIFE
            Baby, you are in a hospital, do you
            understand? Please squeeze my hand.

No response.

Beat.

                         WIFE
            I love you.

She begins to cry.

                                            BACK TO SCENE:

EXT. CRASH SCENE - NIGHT

Still on his back, Clayton looks up in the night sky. Tears
filling his eyes.

                         WIFE
                   (v.o.)
            I love you.

                                                           53.


Clayton mimes the words "I love you".

He slowly turns his head.

The cop is motionless.

The red and white cigarette pack lies close by. He drags his
body a few feet and grabs it. He opens it up and tosses all
the cigarettes away as he falls victim to another coughing fit.

He stares at the label on the pack, It reads:

"du Maurier - Light"

Clayton's teary eyes go wide as he can see clear for the
first time.

INT. HOSPITAL - EVENING

FLASHCUT:

A doctor stands there calmly, he looks similar to Clayton.
The silver pin I.D. on his left breast pocket of his white
jacket reads;

"Muser"

Slowly the words begin to rearrange in his memory.


Muser changes to serum.

                         DOCTOR MUSER
            Going somewhere?

INT. MOTEL HALLWAY - NIGHT

FLASHCUT:

Clayton bends down to pick up everything, he spots her
driver's license. It reads;

"Dreyem"

The words DISSOLVE and FADE back into view.

Dreyem slowly changes to remedy.

INT. CAR - NIGHT

FLASHCUT:

The cop takes the license and registration papers.

Clayton looks at his name tag. It reads;

                                                           54.


"A. Crue"

                         COP
            I'll give you three guesses.

The words on name tag unscramble.

A. Cure

INT. LOCAL CONVENIENCE - EVENING

FLASHCUT:

                         CLERK
            We don't need something like you
            around these parts. We have enough
            problems as it is.

Clayton stares a hole through the clerk. Beat.

                         CLAYTON
            Something like me?

                                            BACK TO SCENE:

EXT. CRASH SCENE - NIGHT

Clayton groans as he sits up, slowly getting to one knee,
the other, finally he stands up.

Making his way over to the wrecked Cessna airplane, he spots
something small and black halfway buried underneath the leaves.

Bending down, he screams from the sharp pain of the bullet
wound. He picks up his wallet.

Standing up holding his chest, he slowly opens it. His
driver's license is in clear view.

What should read Crance instead reads Cancer.

Clayton looks up and shakes his bloody head in disbelief, he
drops his wallet without a care.

He stumbles to the rear of the airplane.

INT. HOSPITAL ROOM - UNDISCLOSED TIME

Several DOCTORS' stand over Clayton's bed. His wife remains
at his side.

A PRIEST enters the room.

                                                           55.


INT. HOSPITAL HALLWAY - UNDISCLOSED TIME

Standing just outside Clayton's hospital room door is a
balding MALE DOCTOR, and an older FEMALE DOCTOR who squints
through her glasses.

                         MALE DOCTOR
            We've injected three major
            hypothetical treatments. None were
            found to be an actual cure.
            Although one did have a positive
            effect, but it was too late.

                         FEMALE DOCTOR
            Any negative effects?

He hesitates.

                         MALE DOCTOR
            Well, the same test that had the
            positive effect on the cancer may
            have caused slight brain damage.

                         FEMALE DOCTOR
            Jesus...
                   (beat)
            So what happened with the excess
            treatments?

                         MALE DOCTOR
            The body's immune system kills them
            off. After it attacks the cancer,
            whether it has a positive or
            negative effect, it will inevitably
            become non-existent.

                         FEMALE DOCTOR
            That doesn't leave much room for
            success, now does it?

                         MALE DOCTOR
            It just means we have to be
            selective. Think of it like a honey
            bee, when it stings something, it
            dies. So it better be sure that
            what it's going to sting is worth
            while. Or else what is the point?

INT. HOSPITAL ROOM - UNDISCLOSED TIME

A NEEDLE lies on a side table near Clayton's bed, his left
forearm is now a mix of black and dark purple from the
injections.

                                                           56.


The old doctor moves in close to Clayton's wife.

                         OLD DOCTOR
            Miss, I think it's time to let him
            go. We've done all we can do.

Ignoring him, she leans over to face Clayton.

                         WIFE
            Talk to me, if not with your mouth,
            then with your eyes, or your hands.

                         OLD DOCTOR
            Are you ready to do this ma'am?

                         WIFE
            Maybe I... don't rush me. I don't
            know yet... just give him a second.

EXT. CRASH SCENE - NIGHT

Clayton emerges from behind the wreckage with a fuel can.

He coughs up a chunk of blood and collapses to his knees.
Each breath is becoming harder and harder to muster.

He stands back up with a groan and makes his way to the
middle of the woods. Unscrewing the cap, Clayton dumps the
fuel over the dried-up leaves on the ground.

INT. HOSPITAL ROOM - UNDISCLOSED TIME

The old doctor now stands near the respirator, the others
stand off to the side.

The priest is in mid-prayer.

Clayton is still motionless, his wife grabs his hand one
last time. She is crying.

                         WIFE
            Do you want to go now? You have to
            tell me or I can't let go, I won't.
            Give me a signal. Something. Anything.

EXT. CRASH SCENE - NIGHT

Clayton dumps the remaining drops of fuel and tosses the can
aside.

He drops in a crumpled heap like every muscle gave out at once.

He reaches into his pocket and pulls out the transparent red
lighter.

                                                           57.


                         CLAYTON
                   (Under his breath)
            I'm ready.

INT. HOSPITAL ROOM - UNDISCLOSED TIME

Clayton squeezes her hand; his wife looks at him in
amazement. She gives him a hug and kisses him on the lips.

                         WIFE
                   (Whisper)
            Okay.

Beat.

She nods to the old doctor near the respirator.

The priest finishes - Father, Son, Holy, Spirit - and steps
aside.

EXT. CRASH SCENE - NIGHT

Clayton takes a final breath. We hear the air go out of his
lungs.

No wind blows through the trees. Everything is deathly still
and silent.

Clayton lights the lighter in his hand and drops it on the
dry, gasoline covered leaves beside him.

Fire explodes through the woods. The fire spreads.

Crackling is heard as the trees, leaves and bodies burn up.
The fire makes its way to the plane, which quickly gives way
to the heat as the reinforced metal bends and melts away slowly.

Smoke engulfs our view.

                                            DISSOLVE TO:

INT. HOSPITAL ROOM - TIME OF DEATH

Clayton's vital signs are gone, flat lined.

His wife covers her mouth with her hands and runs out of the
room.

The old doctor covers Clayton's lifeless body with a white
sheet.

                                            DISSOLVE TO:

                                                           58.


EXT. SKY - EVENING

Black smoke rises from the deep woods.

It climbs above the trees and slowly spreads into nothing
amongst the vast atmosphere.



                                            FADE OUT.

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