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


                              BLOOD OF THE ASTEROID MONSTER

                         Story by Brett Anderson & Graham Paschall

                              Screenplay by Graham Paschall

                                       FIRST DRAFT




               SCENE 1




               EXT. - JUNGLE OUTSKIRTS, DAY


               We focus in on various shots of the rich jungle foliage.


               But what we hear are radio transcripts from days past that

               are nothing short of horrifying:


                                   RADIO ANNOUNCER #1 (V.O.)

                         The bizarre murders continue in

                         South Africa, with three homicides

                         in the past week...


                                   R.A. #2 (V.O.)

                         ...witnesses to yesterday's attack

                         claim to have spotted a balding man

                         in his mid-twenties, his skin

                         colored described as a very pale

                         gray color...


                                   R.A. #3 (V.O.)

                         ...now being referred to as the

                         "cannibal killings," today's

                         release signifies that many of the

                         victims of the attacks have had

                         parts of their bodies digested...


                                   R.A. #4 (V.O.)

                         ...world famous professor and so

                         called "monster hunter" Clayton

                         Bennell has been called in by the

                         African government to catch the

                         murderers who many now associate

                         with ancient voodoo practices...


                                   R.A. #5 (V.O.)

                         ...namely that of raising the

                         dead... and brining them back to

                         life to attack the living...


                                                                CUT TO:




               EXT. - JUNGLE BASE, DAY


               We delve head first into a scene of chaos...


               ...or at least a place where chaos occurred.


               Trash lies strewn about the ground.  In the distance, we can

               see an old shanty, a small military base at one point...


               ...now destroyed.


               A figure steps forward, followed by another and another.


               They look like men, yet they are men no more.


               Their skin is now collectively dry and gray, their eyes

               sunken back into their skulls.


               Blood drips from various points in their bodies; holes,

               scars, and jagged wounds.


               They are the undead.


               We move back, surveying a small patch of land not too far

               away from the walking cadavers.


               It is in this small patch that we join our heroes, pinned

               behind a bush:


               ZACHARY WELLS and CLAYTON BENNELL.


               The professor holds a pair of binoculars to his face,

               watching the three corpses shuffle around.


               The young Wells crouches down behind him, looking a bit

               nervous, though trying to hide it.


                                   ZACHARY

                         These are the last three then?


               Clayton lowers the binoculars and turns around.  Zachary does

               the same.


               They look at a collection of dead bodies behind them; men

               scattered around the ground, each with a significant wound in

               the head.


                                   CLAYTON

                         Yes, I believe they are.


               Bennell prepares a sniper rifle, removing the cover off of

               the scope of the powerful gun.


               Zachary looks around nervously.  The trees seem to engulf

               him, producing strange noises that may or may not actually

               exist.


                                   ZACHARY

                         Clayton?


                                   CLAYTON

                         Hold on.


               The professor takes aim of the front-most cadaver.


               BANG!


               A single shot to the head puts the ghoul down for good.  The

               other two, noticing the commotion, elicit lows moans before

               they begin to stagger forward, towards our protagonists'

               position.


                                   CLAYTON (cont'd)

                             (whispering to self)

                         Steady... steady...


               Bennell slides the rifle around, taking aim at the next

               undead monster.


               BANG!


               A second shot nails the creature in the head.  Just as it

               begins to go down, Clayton makes a final quick movement.


               BANG!


               Before the second one even hits the ground, the third goes

               down as well.  Clayton begins to put the cover back onto the

               scope of the rifle.


               Zachary continues to look longingly into the wooded area to

               the duo's left.  The professor notices this.


                                   CLAYTON (cont'd)

                         What is it?


                                   ZACHARY

                         We're not done.


                                   CLAYTON

                         What?


               A horrendous scream tears through the eerie silence of the

               forest.


               Both men look up, wide-eyed and frightened.


                                                                CUT TO:




               INT. - WOODED AREA, DAY


               We follow the gnarled feet of one of the former humans as it

               thrashes about, running effortlessly through thick vines and

               branches.


                                                               BACK TO:




               EXT. - JUNGLE BASE, DAY


               Zachary cocks open his shotgun before closing it once more.


                                   ZACHARY

                         I'm out.


                                   CLAYTON

                         Damn.


               Bennell looks down at the rifle in his hands.


                                   CLAYTON (cont'd)

                         I have one more.  If I can get a

                         clear shot, I can-


               From out of the jungle brush, the final creature launches

               itself, jumping on top of Clayton, the rifle flying from his

               grip.


                                   CLAYTON (cont'd)

                         Shit!


               Zachary wastes no time, and instead runs to his partner's

               aid, using the back of the shotgun as a bludgeoning weapon.


               The younger man bashes it into the side of the cadaver's

               face, the force of the blow causing the snarling man to be

               tossed off of Clayton's body.


               Zachary runs for the gun as the creature rolls around for a

               bit before regaining its composure.  The fallen professor

               rises to his feet, his shirt torn.


                                   ZACHARY

                         Clayton!


               Bennell turns to the younger man as he throws the rifle

               towards the professor.


               Clayton catches the weapon and takes aim.


                                   CLAYTON

                             (monotone, low)

                         God save you.


               The creature snarls once more, leading to a high pitched

               screech.


               BAM!


               With a single shot to the head, the final zombie drops to the

               ground, dead once more.  Clayton lowers the weapon in his

               hands.  Zachary joins his side.


                                   ZACHARY

                         You all right?


                                   CLAYTON

                         No.  I'm not.


               The professor stares at the young man for a moment before

               walking off screen.


               Zachary follows.


                                                               FADE TO:




               I/E. - CREDITS


               During which, we are treated to various newspaper headings

               and clips, explaining what has become of the professor since

               his last ordeal:


               "GOVERNMENT CREATED MONSTER?"


               "THREE DIE ON MYSTERY ISLAND"


               "PROFESSOR BENNELL TELLS ALL!"


               "JOHANSSEN: 'ALL LIES!'"


               "ISLAND BOMBED TO KEEP SECRET?"


               "BENNELL A FRAUD!"


               "GOVERNMENT DENIES INVOLVEMENT"


               "DEFUNCT PROFESSOR BEGINS 'MONSTER HUNTING' BUSINESS"


                                                               FADE IN:




               SCENE 2




               EXT. - GRAND HOME, NIGHT


               Outside a rather large house, couple gather for what seems to

               be a festive affair.


                                                               FADE TO:




               INT. - GRAND HOME, NIGHT


               Within the home, we focus in on a table which holds upon its

               top a single book.  Its title reads:


               MYTHS OF THE ISLAND: AN EXPOSE BY REPORTER JANET JOHANSSEN


               We keep moving, away from the book stand and towards a table

               at which reporter JANET JOHANSSEN sits, speaking incoherently

               to a small crowd.


               From a distance, Clayton sips champagne, watching her. 

               Zachary stands at the other side of the home, mingling with a

               small group of party goers.


               As Bennell finishes the glass in his hand, a PROPER MAN with

               a scruffy haircut moves forward.


                                   PROPER MAN

                         Professor, hello.


               Clayton keeps his gaze on Janet for another moment before

               turning towards the man.


                                   CLAYTON

                         Do I... know you?


                                   PROPER MAN

                         Oh, um... no.  Allow me to

                         introduce myself.  My name is

                         TERRANCE PARKER.  I'm a-


                                   CLAYTON

                         The heir to Artemus' oil company. 

                         Yes, I remember you, the so-called

                         arts dealer.


                                   TERRANCE

                         Yes, that would be me-


                                   CLAYTON

                         You took that company away from

                         Zachary without even giving him a

                         chance to stake a claim.


                                   TERRANCE

                         Well, business is busi-


                                   CLAYTON

                         What do you want from me?


                                   TERRANCE

                         Yes, uh, very well.  Mr. Bennell, I

                         would like to offer you a job.


                                   CLAYTON

                         I have enough jobs-


                                   TERRANCE

                         Yes, but let's be honest Clayton. 

                         I've seen the latest trades. 

                         You're washed up.


                                   CLAYTON

                         I think you should walk away right

                         now.


                                   TERRANCE

                         Two million.  Two million, and all

                         you and your young partner has to

                         do is lead myself and my sister

                         through... well... 


                                   CLAYTON

                             (apathetic)

                         What?


                                   TERRANCE

                         We need guides into... the island.


                                   CLAYTON

                         Unbelievable.


                                   TERRANCE

                         That landfill has been left to the

                         both of us and we need to know

                         exactly what can be done with it.


                                   CLAYTON

                         It was nuked.  There will be

                         nothing there but-


                                   TERRANCE

                         That's the problem... it's just as

                         lush and green as ever.


                                   CLAYTON

                         That's impossible.


                                   TERRANCE

                         And it is exactly why we need to go

                         there.  We need to know what the

                         hell is going on within that

                         island.  Surely you Clayton, a man

                         of science, can not pass up an

                         opportunity like that.


                                   CLAYTON

                         That sounds only too familiar.


               The professor turns away from Terrance and watches as Janet

               rises from her table and walks outside, on to a balcony.


                                   TERRANCE

                         Do we have a deal?


                                   CLAYTON

                             (not paying attention)

                         Just... hold on.


               Bennell forces his empty wine glass into Parker's hand and

               walks away, towards the balcony entrance.


               Terrance just stands there, dumb founded.


                                                                CUT TO:




               EXT. - GRAND HOME, OUTSIDE BALCONY, NIGHT


               Outside in the cool night air, Janet stands by the ledge of

               the balcony.  She watches the stars.


               Behind her, Clayton enters, stopping just outside of the

               entrance, watching her.


                                   JANET

                         Hello Clayton.


               The woman turns around, facing the professor.


                                   CLAYTON

                         Hello Janet.


               Bennell moves forward, towards the former reporter.


                                   JANET

                         I heard about your work in South

                         Africa.  Good job.


                                   CLAYTON

                         It wasn't all good... I messed up.


                                   JANET

                         What happened?


                                   CLAYTON

                         I mis-calculated the number of

                         those... things.  Just one got by

                         and it could have killed me.  

                             (visibly upset)

                         It could have killed Zachary!  I-


                                   JANET

                             (calming)

                         Clayton.


                                   CLAYTON

                         I'm sorry... I know you don't like

                         when I talk about my job.


               Janet turns her back on Clayton, once again looking upwards

               at the night sky.


                                   JANET

                         You understand why I had to deny

                         everything, yes?


               Beat.


                                   CLAYTON

                         You had a career to think about. 

                         You knew that such a story would

                         never be believed by the public. 

                         You knew the government would deny

                         everything anyway.


               Bennell now looks at the sky as he moves next to Janet and

               produces his smoking pipe from within his jacket.


                                   CLAYTON (cont'd)

                         In short... you didn't want to turn

                         out like-


               The professor just points to himself.  Janet fakes a re

               assuring smile.  It quickly fades.


                                   JANET

                         I'm so sorry Clayton.  About

                         everything.


               Bennell lights the pipe and takes a few puffs.


                                   CLAYTON

                         I'm going back.


                                   JANET

                             (shocked)

                         What?


               Clayton sighs.


                                   CLAYTON

                         The money is more then right and I

                         just need to know what has become

                         of that place.  I just need-


                                   JANET

                             (smiling)

                         Always the adventurer, eh Professor

                         Bennell?


               Bennell smiles back.  The two turn to face each other.  Janet

               straightens Clayton's lapel.


                                   JANET (cont'd)

                         Please, Clayton.  Just be

                         careful... for me.


               She pats his chest twice before moving away, back towards the

               inside of the party.


                                   CLAYTON

                             (to self)

                         Goodbye Janet.


                                                                CUT TO:




               INT. - GRAND HOME, NIGHT


               Back within the party, Clayton moves back towards Terrence

               who now mingles with three party guests.


               The professor grabs Parker's elbow, pulling him away from the

               small grouping.


                                   CLAYTON

                         I'm in.


                                   TERRANCE

                         Mr. Prichard always said you could

                         never pull yourself away from an

                         adventure.


                                   CLAYTON

                         Mr. Prichard died on that island. 

                         I intend for none of us to meet

                         that same fate.


               Parker just looks downwards, smiling slyly.


               We move away from Clayton and Terrance and instead focus in

               on another man at the party, in the corner of the large

               gathering hall.


               This is REZ CLEAVER, assassin.


               He watches Bennell and Parker from a distance through thick,

               black-rimmed glasses.


               Rez smirks despite himself, sipping from his wine glass.


                                                         FADE TO BLACK.


                                                               FADE IN:




               SCENE 3




               INT. - LABORATORY, TWILIGHT


               CLOSE-UP:


               Within a small, underground laboratory, we watch as a set of

               gloved hands flicks a large needle twice.  We see no face.


               CLOSE-UP:


               We flash cut to a set of sharp, jagged teeth, moving up and

               down slowly and deliberately like a sleeping shark.


               CLOSE-UP:


               We then go back to the hands as they slowly insert the needle

               into the shredded arm of the teeth's owner.


               The MAN with the syringe speaks:


                                   MAN (O.S.)

                             (whispering)

                         Soon... very soon.


               CLOSE-UP:


               The jagged teeth move once more, emitting a low groan.


                                                         FADE TO BLACK.


                                                               FADE IN:




               SCENE 4




               I/E. - DREAM SEQUENCE, FLASHBACK


               We see flashy, consecutive clips of Clayton fighting the

               monster hand-to-hand on the island. 


               We end on a single frame of the monster's jagged, bloodied

               teeth.


                                                                CUT TO:




               INT. - SMALL TENT, MORNING


               Within the confines of a small camping tent, Clayton awakens,

               breathing heavily, sweat pouring down his face.  He still

               lies on his back.


               From off screen, two hands enter the frame, the hands of a

               woman, each one holding on to a canteen of water.


               Using one hand to hold up Clayton's head, the other places

               the canteen on to the professor's lips, allowing him to

               drink.


                                                                CUT TO:


               P.O.V. - CLAYTON


               From Clayton's point-of-view, we see Janet once more, looking

               down at the professor and smiling.


                                   JANET

                             (soothing)

                         Clayton... wake up.


                                                               BACK TO:




               INT. - SMALL TENT, MORNING


               Janet's hands move away from Clayton's face.  He sighs with

               relief.


                                   CLAYTON

                         Janet...


               We pull back showing not Janet, but rather a different woman. 

               This is LEONI PARKER, sister of Terrance.


               The young woman turns away from the professor and begins to

               pack away the canteen.


                                   LEONI

                         Who's Janet?


               Bennell rises, wiping his face.


                                   CLAYTON

                         I'm sorry.  I must have still been

                         dreaming.


               Leoni laughs to herself.


                                   LEONI

                         Understandable.  You've been out

                         for awhile.


                                   CLAYTON

                         Well... 

                             (surprised)

                         Wait!  What!?  Where am I?


                                   LEONI

                         You fainted on the boat ride.  Hit

                         your head pretty hard too.  We've

                         been on the isl-


                                   CLAYTON

                             (shocked)

                         What!?


               Bennell gains his composure, and rises from the sleeping bag

               on the ground.  He exits the tent and into-




               EXT. - ISLAND WILDERNESS, MORNING -- CONTINUOUS


               Clayton's face goes almost expressionless as he realizes

               where he once again is.


               Back on the island.


               He is surrounded by lush greenery and bunches of tall trees. 

               Terrance enters the frame, placing his hand on the

               professor's shoulder.


                                   TERRANCE

                         Glad you finally came to.


               Behind them, Leoni exits the tent.  Terrance motions towards

               her.


                                   TERRANCE (cont'd)

                         Ah, I see you've met my sister,

                         Leoni.


               Clayton seems less then amused.


                                   CLAYTON

                         How long have we been here?


                                   TERRANCE

                         Two hours at the most.  Something

                         wrong?


                                   CLAYTON

                         No, it's... nothing.


                                   TERRANCE

                         Great!  You get dressed and we'll

                         start our exploration.  As per your

                         request, we'll be out of here by

                         tomorrow morning.


                                   CLAYTON

                         Good... good.


               Zachary enters, bundles of fire wood in his arms.  He places

               them on the ground as Terrance moves away from Clayton and

               towards Leoni.


               As the professor rubs his forehead with his left hand,

               Zachary approaches him.


                                   ZACHARY

                         You all right?


                                   CLAYTON

                         Something is very wrong.  This

                         vegetation shouldn't be here.  This

                         should all be desert wasteland.


                                   ZACHARY

                         I've scouted around.  These plants

                         may have returned, but the wildlife

                         is completely zilch.  There aren't

                         even birds in the sky.


               Zachary turns towards the brother and sister talking idly by

               the tent.  Clayton turns too.


                                   ZACHARY (cont'd)

                         What do you think?


                                   CLAYTON

                         Doesn't matter what I think.  The

                         check cleared.


               Bennell walks away from Zachary and towards the tent to

               change.


                                                               FADE TO:




               SCENE 5




               INT. - ISLAND WILDERNESS, AFTERNOON


               The foursome treks through the wooded area, an eerie silence

               cast over the entire forest.


                                   TERRANCE

                         Amazing, isn't it?


                                   CLAYTON

                         But impossible.


                                   LEONI

                         Where did all of this come from? 

                         And how?


                                   CLAYTON

                         It's not the fact that they're back

                         that is bothering me.


                                   TERRANCE

                         What is then?


               Clayton stops as does the rest of the group.


                                   CLAYTON

                         That everything is so much bigger. 

                         This island was nuked three years

                         ago, yet most of this plant life

                         has grown more then they should

                         have in a hundred years.


                                   TERRANCE

                         Growth hormones in the soil, a

                         mutation due to the blast... who

                         cares?  We're all going to be rich!


                                   ZACHARY

                         And what exactly is it that you

                         plan on doing with my uncle's

                         company?


                                   TERRANCE

                         Doesn't matter.  I have this.


               Parker reaches into his coat pocket, producing a very

               familiar looking map.


                                   CLAYTON

                         Unbelievable.


                                   ZACHARY

                             (cold, menacing)

                         Where did you get that?


                                   LEONI

                         Terrance, just put it away.


                                   TERRANCE

                         Do you really think your uncle

                         wouldn't make copies of such a

                         profitable piece of scrap paper?


                                   CLAYTON

                         You dragged us out here for the

                         same thing that almost got us

                         killed the first time around?


                                   TERRANCE

                         See, professor, I knew that would

                         be your attitude, but-


                                   CLAYTON

                         Zachary.


               The young man raises his automatic rifle, taking aim of

               Parker's face.  Leoni looks between the two, frightened.


                                   CLAYTON (cont'd)

                         You have thirty seconds to explain

                         why he shouldn't shoot.


                                   TERRANCE

                         Look, just hold on!


               Zachary moves towards Terrance, rifle still aimed.  He comes

               within inches of the man who stole his company.  Terrance

               begins to back up.  Zachary stays with him.


                                   TERRANCE (cont'd)

                             (nervous)

                         You're all going to be included in

                         this!  Trust me!  You will both get

                         a piece of the fortune, I promise!


               Parker keeps moving until his back hits a tree.  Zachary

               stops as well, the rifle just inches in front of Terrance's

               face.


               The business man sweats profusely.  Zachary's face remains

               emotionless.  He breathes in heavily through his nose.


               Beat.


                                   CLAYTON

                         Zachary?


               The younger man does not react, staying exactly where he is.


                                   CLAYTON (cont'd)

                         Zachary-


               In a quick flash, Leoni grabs Zachary's left wrist and

               twists, flipping the young man on to his back.  The automatic

               rifle is dropped, landing a few feet away on the ground. 


               The woman stands over her target's body.


                                   LEONI

                         You should have backed off.


               Terrance joins his sister's side.


                                   TERRANCE

                         Yeah, you should have-


               Leoni turns towards her brother and strikes with her knee,

               hitting Terrance in the groin.


               He falls in pain next to Zachary.  Clayton just watches,

               speechless.


               Leoni walks over to the fallen rifle and picks it up.


                                   LEONI

                         Come on.  We only have a few more

                         hours.


               The woman begins to move forward.  Clayton follows close

               behind, ignoring the two on the ground.


                                   ZACHARY

                         She always like that-?


                                   TERRANCE

                         As long as I've known her.


               Clayton catches up to Leoni as Zachary and Terrance rise to

               their feet.


                                   CLAYTON

                         That was quite impressive. 

                         Unexpected, but still impressive

                         nonetheless.


               She smiles and notions towards the gun in her hands.


                                   LEONI

                         I don't even know how to use this

                         thing.


               Both laugh as we pull back, first showing Terrance and

               Zachary trailing from behind.


               We pull back even further, revealing:


               Rez, within the wilderness watching and waiting.


               The hitman produces a small pair of binoculars and watches

               the foursome.  He lowers the device and smirks.


                                                               FADE TO:




               SCENE 6




               EXT. - WOODED AREA, OPEN ENCLAVE, AFTERNOON -- TIME'S PAST


               Within a large, open circular area, the group of four comes

               to a halt.


                                   TERRANCE

                         This is it!  We're here!


                                   LEONI

                         Thank Christ.


               Leoni walks over to a large rock and sits down upon it. 

               Terrance approaches his sister, grabbing the two small

               shovels off of her backpack.


               The business man handles one of the shovels as he throws the

               other to Zachary.


                                   TERRANCE

                         We strike oil, we all leave as very

                         rich men.


               Unbeknownst to the group, a small feather dart strikes Leoni

               in the back of her neck.  She reaches behind her and clutches

               the tiny sharp object, pulling it from her body.


               Her eyes roll back and she falls backwards on to the rock,

               asleep.  Terrance turns to see her fall.


                                   TERRANCE (cont'd)

                         Figures.


               Parker turns towards Zachary.


                                   TERRANCE (cont'd)

                         Come on.  We should try to strike

                         before sundown.


               Wells sighs as Clayton moves towards Leoni's sleeping form.


               As the two begin to dig, the professor looks down at the

               young woman's body as her hand opens up...


               ...and the dart rolls out, falling onto the ground.  Clayton

               kneels down, picking up the small form of silent ammunition. 

               His eyes widen.


                                   CLAYTON

                             (to self)

                         Oh shit.


               Bennell spins around to find...


               Terrance digging but Zachary nowhere to be found.


                                   CLAYTON (cont'd)

                         Zachary?


               Parker stops digging and turns around to see nobody behind

               him.


                                   TERRANCE

                         Where the hell did he go?


               With no warning at all, a second dart smacks into Terrance's

               neck.  Parker touches the feathered projectile before

               collapsing into the tiny hole he created in the ground.


                                   CLAYTON

                         Oh, shit!


               The professor goes prone, moving behind the rock.


               He hears a MAN's voice, but sees nobody.


                                   MAN (O.S.)

                         I suppose I could have just

                         paralyzed you with a dart and

                         killed you while you slept.


                                                                CUT TO:


               P.O.V. - CLAYTON


               Bennell looks all around himself, yet still sees nothing.


                                                               BACK TO:




               EXT. - WOODED AREA, OPEN ENCLAVE, AFTERNOON 


               We pull away from Clayton's face, revealing Rez kneeling down

               just behind him.


                                   REZ

                         But where would the fun be in that?


               The professor tumbles out of the way, grabbing a long stick

               off the ground as he moves.


               He rises to his feet, the make-shift staff held out before

               him in a defensive position.


               Rez moves towards him, quietly and slowly.  His hand lowers

               into frame, revealing a set of three, serrated blades held

               together within the assassin's right fist.


                                   CLAYTON

                         Who the hell are you?


               Rez tips his bowler hat towards the professor, a smile

               crossing his face.


                                   REZ

                         Rez Cleaver, assassin.  It would

                         seem I've been hired to kill you.


               He smirks once more towards Clayton.  The two combatants

               begin to circle each other.


                                   CLAYTON

                         You let them live.  Why?


                                   REZ

                         I'm no monster, professor.  I kill

                         only what I'm paid for and you're

                         all that he could afford.


               They come to a stop.


                                   CLAYTON

                         So who goes first?


               Cleaver's smile disappears, replaced by rage.  He growls

               angrily as he makes the first strike, swinging his bladed arm

               wildly back and forth through the air, moving towards the

               professor.


               Bennell strikes back with the front-end of the staff, hitting

               the tips of the three blades and keeping the assassin at bay.


                                   REZ

                         You seem very at ease for a man in

                         your position.


                                   CLAYTON

                         A man in my position could not

                         appear to be in distress, now could

                         he?


               Rez pulls back his right, bladed hand and makes a single

               strike forward.  Clayton ducks and moves to the side, just

               missing the points of the sharp knives.


               The assassin pulls back quickly, striking blindly towards

               Clayton.  The blades slice through the staff, breaking the

               stick into two pieces.


               The professor thinks quickly as well, as he drops one of the

               halves and uses the other to strike across the assassin's

               back and legs.


               Rez falls to the ground and onto his back.


               Clayton throws the remaining half of the stick onto the

               ground and runs towards the rock upon which Leoni and the

               rifle lie.


               Rez reaches down to his waist and produces a single throwing

               knife.


               Clayton, within inches of the weapon, tumbles, falling to the

               ground.  He cranes his neck, spotting the throwing knife now

               sticking out of his lower leg.


               He bites his bottom lip in agony as Rez rises off of the

               forest floor and moves towards him.


                                   REZ

                         Did you really think it would be

                         that easy?


               Clayton reaches down and yanks the knife from his leg.


                                   REZ (cont'd)

                             (angry, shouting)

                         Do you have any idea how much I was

                         being paid!?


                                   CLAYTON

                         Money is disposable.  Death is

                         absolute.


               Rez ignores him as he looks at the blades on his hand.


                                   REZ

                         Trust me... this will hurt.


               In a quick surprise, Bennell makes the first strike, rising

               off of the ground with a powerful grunt.


               The assassin is caught off guard.  He swipes his right arm

               down towards Clayton, but it is blocked as Bennell stabs

               forward, inserting the knife into Rez's stomach.  


               The assassin's glasses and hat are knocked off his head and

               onto the ground.


               Rez's eyes go cold as he looks down at Clayton.  Blood

               trickles out of his mouth as the professor pulls the knife

               upwards, slicing further through the assassin's skin.


               Cleaver's look of shock slowly turns into a bloody smile as

               his face goes emotionless, and his body falls to the ground,

               dead.


               Beat.


               From behind Clayton, Zachary appears, shovel in hand.


               The professor, hearing the rustling of feet, spins around...


               ...just as Zachary raises the shovel and swings, smacking

               Bennell in the side of the face.


               He falls, unconscious.


               The younger man can only look down, his face emotionless and

               cold.


                                                         FADE TO BLACK.


                                                               FADE IN:




               SCENE 7




               EXT. - WOODED AREA, OPEN ENCLAVE, EARLY EVENING -- TIME'S

               PAST


               Leoni awakens, her eyes shooting wide open.


               Before her kneels Clayton, dabbing water against her face. 

               The woman's eyes flutter before she shoots up, looking all

               around her.


                                   CLAYTON

                         Stay still, stay still.


                                   LEONI

                         Terrance?  Where is he?


                                   CLAYTON

                         I... don't know.


                                                                CUT TO:




               INT. - LABORATORY, EARLY EVENING


               CLOSE-UP:


               Terrance's eyes open, twitching wildly.


               CLOSE-UP:


               The business man attempts to move his arms and legs, but he

               is trapped...


               ...attached to a creaky, wooden chair.


                                                               BACK TO:




               EXT. - WOODED AREA, OPEN ENCLAVE, EARLY EVENING


               Both Clayton and Leoni now stand.


                                   CLAYTON

                         I came to and your brother was

                         gone... so was Zachary.


                                   LEONI

                         Why did he hit you?


                                   CLAYTON

                             (confused, hurt)

                         I don't know.


                                                                CUT TO:




               INT. - LABORATORY, EARLY EVENING


               Within the dusty old laboratory once again, Terrance now

               rattles around within his confinement.


                                                                CUT TO:


               P.O.V. - TERRANCE


               From the business man's perspective, we see quick flashes of

               other items in the bare, filth-encrusted room.


               The only other thing we do see is a hospital stretcher on the

               other side of the room with a large cloth covering something

               underneath.


                                                               BACK TO:


                                   TERRANCE

                             (screaming)

                         CAN ANYBODY HEAR ME!?


               Beat.  No response.


                                   TERRANCE (cont'd)

                             (screaming)

                         LET ME OUT!


                                                               BACK TO:




               EXT. - WOODED AREA, OPEN ENCLAVE, EARLY EVENING


               Clayton paces.


                                   CLAYTON

                         Where the hell could they have gone

                         on this island?


               Beat.


                                   CLAYTON (cont'd)

                         It's-


               He stops, looking down at something.


                                   LEONI

                         What is it?


                                                                CUT TO:




               INT. - LABORATORY, EARLY EVENING


               Terrance looks down.  He breathes heavily.


                                   TERRANCE

                             (low)

                         Can somebody please...

                             (shouting)

                         HELP ME!


               CLOSE-UP:


               From somewhere else, somewhere unseen within the underground

               laboratory, we see a set of lips come within inches of a

               microphone.


               The device is turned on.  The lips belong to Zachary.


                                   ZACHARY (V.O.)

                         They cannot hear you, Terrance.


                                   TERRANCE

                         Wh... who are you?


                                   ZACHARY (V.O.)

                         You stole what should rightfully be

                         mine.


                                   TERRANCE

                         Zachary?


                                                               BACK TO:




               EXT. - WOODED AREA, OPEN ENCLAVE, EARLY EVENING


               Both Clayton and Leoni stand over the open pit dug in by

               Terrance and Zachary.


               The supposed oil well.


               Instead, what they see is a set of stairs, leading down into

               darkness.


                                   LEONI

                         You think-


                                   CLAYTON

                         I don't know where else they could

                         have gone.


               Beat.


               The professor turns to the young woman.


                                   CLAYTON (cont'd)

                         Grab the gun.


                                                                CUT TO:




               INT. - LABORATORY, EARLY EVENING


               Within the laboratory, Terrance now struggles with his

               restraints as Zachary continues from within his secreted

               area:


                                   ZACHARY (V.O.)

                         I knew a money-grubbing leech like

                         yourself would never be able to

                         resist the allure of the supposed

                         "oil" on this island.  It was nuked

                         you fucking idiot.


               The trapped business man continues to fight with the ropes

               tying him to the chair.


                                   ZACHARY (V.O.) (cont'd)

                         One mock map later, and, well, here

                         we are.  You literally dug your own

                         grave.


               Parker pauses and looks upwards, towards the table before

               him.


               Something moves from underneath the cloth placed upon the

               stretcher.


                                   ZACHARY (V.O.) (cont'd)

                         Clayton warned you about coming to

                         this place.  Time for you to see

                         why.


               From underneath the cloth, something humanoid rises.


               Slowly, right before Terrance's unbelieving eyes, a gnarled,

               disfigured hand rises, grabbing hold of the cloth and tearing

               the fabric off, revealing:


               THE MONSTER, resurrected.


               The creature sniffs the air, emitting low growling noises

               through its gaping jaw.


                                   ZACHARY (V.O.) (cont'd)

                         When Marcus Griffin's body

                         deteriorated, every part of his

                         mutation seeped into the core of

                         the island.  When mixed with the

                         nuclear energy that spread from the

                         bomb, the results were phenomenal. 

                         Trees where there were no trees and

                         growing at an exceptional rate. 

                         Poetic really. 

                         And this laboratory... well, this

                         place was just begging to be used

                         for purposes beyond "weapons

                         testing."  I was thinking something

                         more along the lines of "genetic

                         experimentation."


               The monster looks around, seemingly bewildered by its new

               environment.


               Terrance can only stare, horrified beyond belief.


                                   ZACHARY (V.O.) (cont'd)

                         When this bastardized nuclear

                         mutation reached a corpse... well,

                         you can see the results before you.


                                                                CUT TO:




               INT. - LABORATORY, HALL, EARLY EVENING


               Within a vast, empty hall within the underground base, Leoni

               and Clayton walk slowly, taking their time within the

               mysterious new area.


                                   LEONI

                             (nervous, shouting)

                         TERRANCE!


                                   CLAYTON

                             (shouting)

                         ZACHARY!


                                                               BACK TO:




               INT. - LABORATORY, EARLY EVENING


               The creature finally takes notice of Parker sitting before

               him, struggling.


               The monster pauses for a moment, its mouth moving up and down

               slowly as if contemplating something.  Terrance speaks

               directly to the creature before him:


                                   TERRANCE

                             (low, spiteful)

                         What the hell are you?


                                   ZACHARY (V.O.)

                         Why, Terrance?  Don't you recognize

                         your own business partner?


                                   TERRANCE

                             (astonished)

                         No.


                                   ZACHARY (V.O.)

                         Say hello to Uncle Artemus, brought

                         back by the miracle of science and

                         looking more like himself then

                         ever.


               Something clicks within the creature's mind as it unleashes

               an unholy roar.


                                   ZACHARY (V.O.) (cont'd)

                         Goodbye Terrance.


               CLOSE-UP:


               Wells presses his finger down, turning off the microphone.


               The creature growls lightly.  This is followed by a horrified

               scream from Terrance's mouth.


                                                                CUT TO:




               INT. - LABORATORY, HALL, EARLY EVENING


               Back within the long hall, we hear the screams from Terrance

               as they echo through the empty chambers of the laboratory.


                                   LEONI

                         Come on!


               The duo begins to run down the hall, following the screams.


                                   LEONI (cont'd)

                             (shouting)

                         TERRANCE!


                                                               BACK TO:




               INT. - LABORATORY, EARLY EVENING


               Back within the small lab, the monster sizes up Terrance,

               sniffing the man's scent from just inches away.


               Parker closes his eyes, trembling with fear.


               Beat.


               Terrance turns to the monster, his eyes slowly opening.


                                   TERRANCE

                             (low, sad)

                         I'm so sorry, Artemus.


               The creature looks at Parker for a moment...


               ...before biting forward, it's large, open jaw digging into

               Terrance's neck.  Blood explodes from the wound as the

               trapped business man unleashes a blood curdling scream.


               Parker continues to scream as the door bursts open, revealing-


               Clayton and Leoni.


                                   LEONI

                         Terrance!


               The monster stops chewing and pulls away from Terrance's

               spasming and profusely bleeding corpse...


               ...and locks eyes with Clayton.


                                   CLAYTON

                             (shocked)

                         Impossible.


               The creature roars, blood spewing from its mouth.


                                   LEONI

                             (cold)

                         Fuck you.


               She pulls up the rifle, taking aim and-


               CLICK.


                                   LEONI (cont'd)

                         It's not even loaded!


               Bennell faces the monster.


                                   CLAYTON

                         Hey!


               The professor kneels down, picking up a large piece of pipe

               off the ground.


               He twirls the make-shift weapon twice around his hand before

               bringing it out before him in a defensive pose.


                                   CLAYTON (cont'd)

                         Remember me?  I'm the one you want!


               The Artemus-creature roars once more before launching

               forward, towards Clayton.


               The two combatants come together, the professor hold the

               monster off with the pipe which both now grip between them.


               Clayton turns to Leoni.


                                   CLAYTON (cont'd)

                         Get your brother!  Get out of here!


               As the professor faces the monster once more, Leoni looks

               between the two for a moment before running towards her badly

               injured brother.


               As Clayton and the creature face off with one another, Leoni

               kneels next to Terrance who is now un-moving.


                                   LEONI

                         Terrance?  Terrance, come on!


               No response.


               Meanwhile, Bennell continues to grapple with the monster, the

               fight rocking back and forth between the two.


               The young woman turns from her brother to watch the two.  She

               pulls back towards Terrance's just as his head rises, facing

               his sister.


                                   LEONI (cont'd)

                             (relieved)

                         Terrance!


               Parker looks at her for a moment-


               -before opening his mouth, revealing a set of razor sharp

               teeth.


               He roars, snapping towards his sister.


               She stumbles backwards, on to her back as her would-be

               brother groans triumphantly, breaking free of his entrapment

               with new-found strength.


               His face is now even more contorted and mutated as he slowly

               moves towards his sister.


               Meanwhile, Clayton and the monster continue to battle,

               holding each other off with the lead pipe, the creature

               snapping its jaws wildly towards the professor.


               Leoni rises from off the floor, reaching out with her arms to

               keep her former brother at bay.


               The professor pushes the monster away, finding the

               opportunity to swing forward with the pipe again and again,

               connecting with the skull of the creature.


               Blood pours from the mouth of the Artemus-monster as it

               stumbles backwards a bit.


               Meanwhile, Leoni continues to shove her brother backwards,

               unable to fight him.


                                   LEONI (cont'd)

                         Please...


               She finally shoves his back to the wall and uses the weight

               of the emptied rifle to pin him there.  He snaps back as she

               begins to cry.


               Back to the other fight, Bennell swings the pipe around in

               his hand, holding it outwards, creating a spear out of the

               make-shift weapon.


               Clayton breaths in sharpy as he simultaneously stabs forward,

               into the monster's mouth and through the back of its skull.


               The creature fumbles for a bit, the protrusion sticking from

               out of its mouth, blood pouring all over his ragged clothes

               and onto the floor. 


               He drops, dead once more.


               Clayton, not missing a beat, immediately moves over towards

               Leoni and what was once Terrance against the wall.


               As Terrance continues to snap his jaws, Clayton places his

               hands over Leoni's, over the weapon.


               The woman loosens her grip, crying softly.


                                   CLAYTON

                         Don't look.


               She shuts her eyes as the professor grabs hold of Terrance's

               head with both of his hands.  He grips down hard as the

               former business man thrashes about wildly.


                                   CLAYTON (cont'd)

                         I'm sorry, Terrance.


               The would-be monster gives out one final roar before Clayton

               twists, snapping his neck.


               Terrance's body goes limp.


               Leoni lets go of the rifle as it clatters on to the floor. 

               The Terrance-monster's body slides across the wall, finally

               coming to a halt against the ground.


               The woman, hurt, begins to cry even harder as Clayton grabs

               her and hugs, forcing her eyes away from Terrance's corpse.


               Beat.


               A low static moan creeps onto the scene from another room. 

               Bennell's head rises from the crying woman's head.  Leoni

               follows suit.


                                   LEONI

                             (sobbing, whispered)

                         What is that?


                                   CLAYTON

                             (whispered)

                         I don't know.


               From under the crack of a door parallel to the couple, light

               shines through.  This is followed by the low static hum, this

               time sounding more like a human's voice.


               Clayton slowly moves away from Leoni, walking hesitantly

               towards the door.  The young woman follows close behind.


               Both enter the-




               INT. - LABORATORY, CONTROL ROOM, EARLY EVENING -- CONTINUOUS


               Within the new room sits a table with a microphone, a working

               television, and a single, swinging light fixture hanging from

               the ceiling.  Zachary's shotgun lies next to the microphone

               as well as two clips for the rifle.


               The television spits out stuttered images of static and noise

               before finally settling on a lone image of Zachary, his voice

               still distorted.


               Leoni stares at the microphone as Clayton moves towards the

               television.  The young woman touches the tip of the muffled

               device.


                                   LEONI

                         What is this place?


               The screen finalizes itself, projecting a clear image of

               Zachary, the audio no longer distorted.


               The woman pulls her hand away from the microphone as it comes

               to life with a high-pitched moan.


                                   ZACHARY

                         You survived Rez's attack.  Not a

                         surprise.  He was only a diversion. 

                         And, before you ask, yes, this is

                         live, but pay attention.  I'm only

                         going through this once.


               Clayton turns his head, looking at the upper left hand corner

               of the room, wherein sits a perched security camera.  The

               professor snaps his head back, towards the television.


                                   ZACHARY (cont'd)

                         There is no use trying to find me,

                         Clayton.  You have much bigger

                         problems now.


               Leoni and the professor can only watch as the younger man

               continues:


                                   CLAYTON

                         What is the meaning of all of this?


                                   ZACHARY

                         Very good question, Clayton. 

                         Throughout this world's history,

                         man's number one enemy has never

                         been a foreign nemesis or threat. 

                         Instead, it has always been a

                         plague or a disease.  Something

                         mysterious and never physical.  For

                         years, I had been trying to find

                         something that would allow me to

                         create a world wide epidemic that

                         would not only destroy this world,

                         but cause the people to turn on

                         themselves.  Then came our little

                         trip to Africa-


                                   CLAYTON

                         No.


               Leoni turns to Clayton, confused.


                                   ZACHARY

                         Yes, Clayton.  But, damn it, the

                         undead are boring, overdone!  Then

                         I remembered this god forsaken

                         island.


                                   CLAYTON

                         Don't do this, Zachary.


                                   ZACHARY

                         It is too late Clayton.  Once I had

                         combined DNA extracted from the

                         first monster and the blood

                         transfused from the walking

                         cadavers we took care of, I had a

                         very potent mix that could not only

                         hideously transform any human

                         being, but, Miss Parker, as you saw

                         with your brother, could turn them

                         into a creature much stronger then

                         your average walking corpse. 

                         Not to mention, how contagious it

                         could be... via regular, old

                         drinking water.


               Both Clayton and Leoni are speechless.


                                   ZACHARY (cont'd)

                         For months I have been using this

                         base to its fullest potential. 

                         Amazing what the military can do

                         with just a tiny amount of

                         chemicals and access to every major

                         water well on the entire planet. 

                         Let's see if my little experiment

                         worked...


               Zachary produces a small remote and presses one of the many

               buttons.


               The screen switches to something else:


               Leoni and the professor now watch a news report in progress

               of Janet Johanssen, holding a microphone to her face.  In the

               background is pure panic as well as scream of terror and

               horror.


                                   CLAYTON

                         Janet-


               Clayton's eyes widen as he continues to watch the broadcast.


                                   JANET

                             (frantic)

                         -people are turning into these

                         creatures and attacking any living

                         thing in their way.  Stay inside! 

                         The government is issuing an

                         official bulletin urging-


               Something flashes across the screen, taking first Janet down

               and then the camera.  We hear the reporter's screams as we

               cut back to Zachary, a smug smile on his face.


                                   CLAYTON

                             (pained, angered)

                         No.


                                   LEONI

                         Why?  Why did you do all of this?


                                   ZACHARY

                             (quickly delivered)

                         It is my understanding that this

                         world is no longer fit to live. 

                         From my uncle's betrayal to

                         Terrance's swindling of my fortune,

                         I came to realize that this Earth

                         has to destroy itself now, quick

                         and effortless, rather then drawing

                         out its inevitable demise day by

                         day, year by pathetic year.


                                   CLAYTON

                         You have no idea what you have

                         done.


                                   ZACHARY

                             (upset)

                         I know exactly what I have done! 

                         And as far as I am concerned all I

                         am doing is curing this pathetic

                         planet from the only real disease

                         it has ever known!


                                   CLAYTON

                         I am going to find you, Zachary...

                         and I am going to kill you.


                                   ZACHARY

                         I wish you luck, Clayton, I really

                         do.  I truly do.


               The screen cuts back to static.


               Beat.


               Leoni only looks helplessly at Clayton as the professor

               watches the static in front of him.


                                                         FADE TO BLACK.


                                                               FADE IN:




               SCENE 8




               EXT. - PHILADELPHIA, EARLY DAWN


               We fade in on the exterior of the city as Leoni and Clayton

               come into view, walking along the once busy and now deserted

               road leading into the City of Brotherly Love.




               INT. - PHILADELPHIA, EARLY DAWN


               The streets of the once crowded city are vacant and silent. 

               An eerie sense of dread fills the allies and empty office

               buildings.


               We focus in on Leoni and Clayton as they walk through the

               dead city, neither talking.


               The woman holds the automatic rifle as Clayton carries

               Zachary's pump shotgun. 


               As they come to a vacant intersection, the professor stops

               Leoni in her tracks.


               The two look around themselves, above and below, as they hear

               wild hisses and roars.


               Some in the distance, some very close.


               Beat.


                                   LEONI

                         What do we do?


                                                         FADE TO BLACK.


                                                                CUT TO:




               INT. - PHILADELPHIA, EARLY DAWN


               CLOSE-UP:


               Leoni pulls out a clip and lodges it into the rifle.


               CLOSE-UP:


               Clayton follows suit, pumping the shotgun with a loud

               'CLICK.'


                                                                CUT TO:




               CREDITS.

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