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

                                                               FADE IN:



               INT - VIDEO CAMERA - MULTIPLE TIMEFRAMES

               After several moments in the dark, there is an explosion of
               snowy STATIC. As soon as it starts, the static vanishes as we
               are greeted with the scene before us: a birthday party for a
               5-YEAR-OLD GIRL. Family and friends surround her as they sing
               "Happy Birthday." With a grin, she blows out the candles,
               followed by tumultuous applause. A SMILING WOMAN behind the
               girl motions to the camera.

                                   MOM
                         Matt, put down the camera and help
                         cut the cake!

               After some more static, the scene changes to a barbecue on
               the 4th of July. The same relatives sit outside at a small
               table, plates heaped with meat and vegetables before them. A
               FATHERLY FIGURE is at the barbecue flipping hot dogs and
               burgers.

               Some more static, followed by beautiful fireworks. Cheering
               is heard behind us, as well as a GROUP OF TEENAGERS singing a
               badly botched version of "The Star-Spangled Banner."

                                   TEENAGERS
                         ...what so proudly we hailed...at
                         the twilight's last gleaming...

               The familiar static brings forward a new scene, different
               from all the others. The cameraman is running down the
               hallway of a house to the living room, where a TEENAGE BOY
               WITH GLASSES is setting up a VCR. The boy has a sweaty brow
               and appears extremely stressed by the situation. A FAINT
               BANGING can be heard in the distance. This frustrated youth
               is MICHAEL ANDERSON, and our unseen cameraman is his cousin
               MATT DYER.

                                   MATT 
                         Mike, are you getting this?

                                   MICHAEL 
                             (stressed)
                         I'm trying!

               The television abruptly turns on, startling Michael as he
               falls to the floor. He immediately gets up and sits on the La
               Z-Boy behind him. On the TV is a NEWSCASTER, a tall man who
               appears just as stressed and worried as Michael. He looks at
               the slightly crumpled papers before him and uneasily speaks
               towards the camera.

                                   NEWSCASTER 
                         ...Again, the rescue stations in
                         Randall and Townshend are now
                         inactive. United States Government
                         officials have refused to comment,
                         but it has been confirmed that the
                         "superflu" epidemic reported
                         earlier last week has been causing
                         hundreds of deceased to...reanimate
                         and seek the flesh of...

               The newscaster is cut off as the television suddenly goes
               dark, accompanied by a loud THUD from Matt's right. The
               camera turns towards the source of the noise: four figures
               have burst through the front door. Their features are
               remotely visible, but there is a distinct feature among them:
               they are all covered in blood. They emit a loud snarling
               noise as they run towards Matt and Michael.

               Michael jumps out of the La-Z-Boy and runs directly behind
               Matt, who turns and follows him. They run through the kitchen
               and down a hallway, circling their attackers. They run down
               the hall and through a set of doors to the GARAGE. There is a
               brief SMACKING SOUND of teeth sinking into flesh behind us,
               bringing a cry of pain from Michael off screen.

               The angle changes in a flurry of static to a drastic vertical
               angle: the camera is on the garage floor. Matt is finally
               visible, but for a horrible reason: Michael is being pulled
               through the doorway to the garage by the attackers, and Matt
               is trying with all his might to pull him away from his death.
               A pool of blood is steadily forming on the floor inside.

                                   MICHAEL
                         Matt! Oh, my legs! Quit eating
                         them!

               Michael's hands, sweaty from his earlier frustration, quickly
               slip out of Matt's grip. He screams deafeningly as he is
               ravenously pulled inside. The door slams with a final BANG.
               As Matt tries to open the door, he crumples down as Michael's
               screams abruptly stop.

               There is no time for Matt to grieve. The creatures inside are
               already pulling at his only barrier. He abandons his post and
               ducks to get the camera. It steadies as Matt pushes at the
               garage door button. It slowly opens with a loud whirring
               noise. Matt stoops down to get through the garage door's
               slowly opening passage just as his attackers get through the
               door.

               He runs down the street and turns the corner just as the tape
               begins to static once more.

               The OPENING CREDITS are intercut with snippets of Matt's
               journey through the surrounding area: bodies lie in the
               streets that slowly start to get up, blood surrounds the
               opening of a nearby house, and other ominous and grotesque
               images that all culminate in static.



               EXT - SCHOOL - MORNING

               The blurry gray frame of the camera is rhythmically invaded
               by Matt's running feet. He breathes heavily, chased by
               unknown attackers. Pulling up the camera, the frame radically
               changes perspective...

               ...and Matt is greeted with the gray monolithic structure of
               REINIGER HIGH SCHOOL. Part castle, part prison, the school is
               a monument to the standardization of education. But let's
               forget about that: this prison is his future sanctuary.

               Matt runs through the school's football field towards a set
               of tan portables.
               Slightly hidden in the distance is a GLINTING METAL STRUCTURE-
               a small "cage" constructed of chain-link fence. We can almost
               hear Matt's lungs scream for air as he sprints to the cage.

               As he makes it to the cage, the camera changes perspective
               again to a slightly tilted vertical position, then
               immediately to the "standard" horizontal angle.

               We finally see our attackers: their skin still retains some
               of their original pinkish hue, but they have sporadic
               splotches of mottled gray derma, most of them around their
               wounds. Their fingernails, if not gone entirely, are heavily
               chipped and caked in dried blood. None of these grotesque
               details compare to the creatures' eyes: whatever eye color
               they had when they were still alive is gone, replaced by an
               oozy brown color specked with the dripping red of burst
               miniature blood vessels.

               The attackers, two boys and a girl, barely notice their
               impact against the walls of the cage as they lunge and reach
               towards Matt. Suddenly, a faint but distinct voice is heard
               shouting behind Matt.

                                   NICOLE 
                         Fenton, someone's outside!

               Matt rapidly turns to see a TEENAGE GIRL WITH YELLOW
               BINOCULARS standing on the balcony of the school cafeteria.
               Directly below her are a set of PURPLE METAL DOORS, sealed
               shut by the school's magnetized security system. A loud
               WHIRRING is heard, followed by a much less audible CLICK. The
               magnets have been disabled.

               Matt sees his window of opportunity and pushes as hard as he
               can against the cage's entrance, thrusting back the mindless
               attackers. Again with lighting speed, he breaks into a run
               towards the school's entrance. He flings open the school
               doors and enters the entrance to the DUNGEON, the school's
               basement. He runs up the stairs directly in front of him, the
               zombies in direct pursuit.

               Reaching the end of the mountain of stairs, Matt runs to the
               right towards another set of purple doors, this time with no
               handles. He pounds against the doors' lone GLASS FRAMES,
               hoping someone hears him.

                                   MATT 
                         Help me!

               Meeting his aid is Fenton Miller (16-17), an imposing
               teenager wielding a slightly bloody metal baseball bat. The
               fire in his eyes is an almost identical match to those of the
               attackers, but his otherwise normal stature contradicts these
               grim thoughts.

                                   FENTON
                             (calmly)
                         Are you one of them?

                                   MATT
                             (pleading)
                         Just let me in, they're almost
                         here!

                                   FENTON
                             (still calm)
                         I asked if you were one of them.

                                   MATT 
                         I'm not! Are there others with you?
                         Please, let me in!


               Fenton doesn't move. Matt turns around and confirms his
               suspicions: the zombies are almost through the metal doors.
               Their snarls echo through the empty hallway.

                                   FENTON 
                         I don't trust you. You'll let them
                         in.

                                   MATT 
                         I don't even know what the hell's
                         goin' on. Besides, you're the one
                         with the baseball bat.


               Fenton slowly starts to walk towards the door. There is an
               echoing CLANG as, down the stairs, the zombies break in.


                                   FENTON
                         Move it!


               Fenton opens the door and Matt barely dodges the grips of a
               zombie as they slam into the metal door. Pushing away, Matt
               runs inside as Fenton forces them back with the bat. When
               they are a few feet away, he pulls as hard as he can on the
               door, shutting it. There is a small CLICK as the door locks.
               He turns to look at Matt as he wipes blood off his hands.


                                   FENTON
                         You're lucky that wasn't you. I'm
                         Fenton.

               He taps Matt's feet with the bat.


                                   FENTON
                         Get up. It's time for social hour.

               Matt unsteadily gets up and they walk into the main hub of
               Reiniger Jr. High.



               INT - SCHOOL ENTRANCE - MOMENTS LATER

               Matt and Fenton continue their trek down the hallway. Trash
               cans are tipped over, papers spilling out of them like a pile
               of snow. Matt pauses at the end of the hallway, looking at a
               display case: inside, among the photos of school life, is a
               painting of children playing in the shadow of a burning
               building.

                                   FENTON
                         This way.

               Matt starts up the nearby stairs, but stops when he notices a
               bloody handprint trailing off the main doors. Matt's
               curiosity gets the better of him and he peers through the
               doors leading from the handprint. Inside is the body of a
               zombie, blood pooling from its head.
               Whomever these survivors are, they've killed before. Judging
               from Fenton's attitude, they'll kill again. Matt slowly
               starts climbing the stairs, catching up with Fenton.



               INT - HALLWAY (LIBRARY) - DAY

               Fenton and Matt reach the end of the staircase and towards
               the school's library. The library is a striking contrast to
               the hallways around it: an explosion of purple and orange
               amongst a field of gray. Several other teenagers are sitting
               in the library, reading magazines or novels. They are all
               huddled together.

               TUCKER: A sci-fi addict with striking red hair and blue eyes.
               The person you'd find glancing through a manga at the local
               Borders. He carries two objects with him at all times: the
               first is a well-worn copy of The Zombie Survival Guide,
               decorated with several bite marks. The second is a small blue
               and-black crank radio, which is quietly emitting nothing but
               static. These two small items might be the most important
               possessions in the group.

               NICOLE: The girl you'd pass in the hallway on a day-to-day
               basis, but would never notice. Upon closer inspection, one
               would discover a oddly-striking beauty about her. She keeps
               her thoughts hidden among her flowing dark hair, her
               expression-filled eyes the only gateway to her mind. She
               longs to be independent, but feels like a child under the
               watch of Julie, her older sister.

               JULIE: A slightly empowering authority figure sporting brown
               hair and blue eyes. Her usual moods are mellow and cynical,
               but it is barely obvious she is troubled on the inside. To
               compensate for the absence of their parents, Julie feels like
               she must act as both a mother and father figure to her
               younger sister, Nicole.

               ALEX: Alex is to gaming as Tucker is to sci-fi. She is of
               medium build and always wears a bandana across her forehead.
               Her glasses are slightly hidden amongst her long brown bangs.
               Don't get mistaken by her casual, artistic appearance: she is
               a fighter, and will kick your ass if necessary.

                                   FENTON (CONT'D)
                         We're all that's left.



               INT - LIBRARY - DUSK

               The eight kids sit in an 'information circle' of chairs.

                                   MATT
                         Can somebody please...just explain
                         to me what happened.

                                   FENTON
                         You should already know what's
                         happened. You're lucky to be alive
                         this long.

                                   MATT
                         Please, don't...Fenton, right? I've
                         already lost my family during this.

                                   NICOLE
                         You're not the only one.

                                   FENTON
                         The news said it began in the air
                         when people started getting sick.
                         They called it a superflu. It took
                         awhile, a month at most, for them
                         to die...and get up again.
                             (beat)
                         Then it started to rain.

               Images of News broadcasts flash by in the blink of an eye.

               MELTDOWN IN WHITE SANDS.

               MASS "SUPERFLU" PANDEMIC.

               INFECTION.

               While Fenton explains what happened, zombies scratch and
               snarl at the doors. With every swipe at the glass, a bloody
               handprint is made.

                                   FENTON (CONT'D)
                         The rain made it worse. It escaped
                         into the water system. It was all
                         across the news. It spread across
                         the cities like wildfire. Whoever
                         drank the water became infected
                         with the disease. The symptoms
                         became worse. There was no
                         escape...except for us. This school
                         has a separate purifying water
                         system, so this water is clean.

                                   MATT
                         So wait...we're all infected with
                         it?

                                   FENTON
                         Yeah...we must be. I guess
                         it's...only a matter of time.

                                   MATT
                         Are they dead?

                                   FENTON
                         Yeah, they're dead. Dead as a
                         doornail. If you drink contaminated
                         water, or get a bite or scratch
                         from one of those things, the virus
                         speeds up and you become one of
                         them.

                                   MATT
                         Are we safe here?

                                   FENTON
                         We could be. The magnets on the
                         doors are holding them shut. At
                         least it works.

                                   MATT
                         You got the power restored?

                                   FENTON
                         Emergency power. Besides the doors,
                         lights and the security cameras
                         everything's dead.

                                   ALEX
                         I've been hearing on Tucker's radio
                         that the National Guard was going
                         to come through here. Shouldn't we
                         make a sign?

                                   JULIE
                         It's doubtful. They could be those
                         things outside.

                                   ALEX
                         I found some paint cans in the
                         theater...and there's plenty of
                         paper. It could work.

                                   FENTON
                         Fine. Time's a-wastin'.



               EXT - SCHOOL ROOF - DAWN

               The group makes the sign on a giant piece of paper. We time
               lapse through this event and eventually it gets done.



               EXT - COURTYARD/QUAD - DAY

               Matt and Tucker are walking towards the Fine Arts building
               when Tucker stops. He walks up to a vending machine that
               carries different flavors of milk. He puts in a coin or two
               and presses a button. A can of chocolate milk comes out. He
               picks it up, opens it, and takes a swig. He spits it out
               after a few moments. He looks at the expiration date on the
               can and looks in disgust.

               Matt starts laughing at him. Tucker wipes his mouth and
               proceeds to the next vending machine, which carries juice and
               soda. He makes a purchase and a soda comes out.
               He takes a swig of it and swishes it around in his mouth. He
               swallows it.

                                   TUCKER
                         Not bad.

               In the background, we can see Alex get a water bottle from
               one of the vending machines. She pockets it and goes through
               a door offscreen.



               EXT - SCHOOL - NIGHT

               The undead continue to scratch and snarl at the doors.



               INT - LIBRARY - NIGHT

               The group of survivors sit around the library reading various
               books. Tucker has plugged a TV into a wall and flips through
               the channels, all displaying the words "Emergency Broadcast
               System." Matt is reviewing footage on his camera.

               Matt notices Alex in the corner, scribbling away in a medium
               sized sketchbook. He turns off his camera and walks towards
               her.

                                   MATT
                         Hey. Matt.

                                   ALEX
                         Alex.

               He looks down at the sketchbook.

                                   MATT
                         So, what'cha doing?

                                   ALEX
                         Sketching.

                                   MATT
                         You an artist? It explains all your
                         paint.

                                   ALEX
                         I was on my way to the regional art
                         competition when all this happened.
                         Lucky I had all I needed to
                         survive.

               She points to her denim courier bag- it is filled to the brim
               with Mead journals and art supplies.

                                   ALEX
                         Cut me, and I bleed paint.

                                   MATT
                         So what's your subject?

                                   ALEX
                         Boredom. Tragedy.
                             (beat)
                         My parents get a real kick out of
                         it.

               Matt thinks, remembering the painting in the display case in
               the hallway, containing the painting.

                                   MATT
                         So that was your painting outside?
                         With the burning building?

                                   ALEX
                         Yeah. It's why I was going to the
                         competition. Not that it matters
                         right now.

               She looks around the library.

                                   ALEX
                         All of us waiting for rescue will
                         only live until the infection takes
                         hold of us. The only thing that
                         will outlive us all is what we put
                         on paper and canvas.

               She laughs.

                                   ALEX
                         And when we're zombies, we won't
                         give a damn about any of it.

                                   MATT
                         So why draw now?

                                   ALEX
                         Because we're great material.

               Matt chuckles.

                                   ALEX
                         That painting outside?
                             (beat)
                         I hate it.

               She smiles, then continues drawing.

               Fenton puts down a copy of "Choke" by Chuck Palahniuk and
               heads towards the exit.

                                   FENTON
                         I'm goin' to bed.

                                   NICOLE
                         Where are we going to sleep?

                                   JULIE
                         Here's OK with me.

                                   NICOLE
                         There's only one exit.

                                   TUCKER
                         How about one of the two-door
                         classrooms?

                                   MATT
                         I agree with...um...

                                   TUCKER
                         Tucker.

                                   FENTON
                         OK.

               Everyone gets up and leaves.



               INT - SCHOOL OFFICE - MOMENTS LATER

               Fenton cracks open the door to the office using his bat. He
               quickly heads down the hallway, Matt in pursuit. He stops in
               front of the PRINCIPAL'S office. He pushes the door and meets
               no hesitation. Fenton and Matt enter the room.



               INT - PRINCIPAL'S OFFICE - NIGHT

               The office is small but conveys an old sense of authority.
               Fenton steps behind the desk and breathes in the air heavily.

                                   FENTON
                         For once I'm on the other side of
                         this desk.

               He chuckles to himself and tries to pull open the desk
               drawers, but they're locked. He looks behind him at a
               bulletin board covered with papers advertising clubs and
               after-school events. In the middle, barely noticeable, is a
               small brass KEY.

               He unlocks the top left drawer, inside storing a RING of
               various keys of different shapes and sizes. Keys to every
               door in the school, save the ones locked by magnets.

                                   FENTON
                         Keys to the city.



               EXT - TWO-DOOR CLASSROOM - NIGHT

               Fenton finds the right key and unlocks the door to the two
               door classroom. He steps inside.



               INT - TWO-DOOR CLASSROOM - NIGHT

               The multiple computers in the dark classroom are illuminated
               by the fluorescent lights of the hallway. The survivors walk
               inside and switch on the lights, revealing more of the
               spacious room...

               The walls of the room are lined with Macintosh computers,
               powerless in this new world. Internet cables behind them
               useless, unavailable of contact with anyone still alive. The
               room itself has two smaller rooms inside it: one room with
               glass pane windows and one smaller "closet."



               INT - KITCHEN - MOMENTS LATER

               Fenton pulls out the keys and opens the school's
               refrigerator, which is filled with food. Tucker scans his
               copy of the Zombie Survival Guide.

                                   TUCKER
                         The book says we should take only
                         perishables.

               Everyone loads cans of food and miscellaneous items into
               several cardboard boxes.



               INT - TWO-DOOR CLASSROOM - NIGHT

               The boxes of food are stacked up in the closet among the
               various pieces of equipment. After they are finished, Fenton
               closes the door and locks it with the keys. He pockets them
               and taps his pocket with his baseball bat.

                                   FENTON
                         I'll be rationing out food until
                         the National Guard gets here.
                         Anybody wants something, come to
                         me.

               Upon hearing these words, Tucker looks at Matt with an uneasy
               expression. Matt doesn't know how to return the expression
               and brushes it off.



               INT - TWO-DOOR CLASSROOM - NIGHT

               Everybody is in a corner doing different things. Some read
               books from the library, some sit in desks, and some are on
               the floor, just waiting for sleep to kick in. Tucker gets up
               and leaves the room. Before he does, however, he glances at
               Matt. He gets up and follows him.



               INT - HALLWAY - MOMENTS LATER

               Tucker and Matt walk down the dark hallway.

                                   MATT
                         Is he always like this?

                                   TUCKER
                         I guess so. I only met him
                         yesterday after those people dumped
                         me here.

                                   MATT
                         What happened yesterday?

               Tucker sighs and begins his tale.

                                   TUCKER
                         My grandpa was an old military vet.
                         Fought in Korea. After my parents
                         died I lived with him. He taught me
                         things you won't find in any
                         textbook.
                             (beat)
                         When the outbreak hit, we tried to
                         take the bus out of here. He said
                         planes cost too much and the
                         highway was too "unsafe."

               He chuckles.

                                   TUCKER
                         So, we headed to the town shelter
                         and met up with some more
                         survivors. We were safe then. All
                         20 of us headed to the Greyhound,
                         destroying those things as we went.
                         We got on the bus...and so did some
                         of those things out there.
                             (beat)
                         Grandpa handed me his pack and beat
                         them off with his old army
                         rifle...the damn thing still worked
                         after all these years. Then the bus
                         started moving...and then grandpa
                         was gone. Last thing I heard were
                         rifle shots. Four of them.
                             (beat)
                         He always wanted to go out in a
                         burst of flaming glory.

               Faded sounds of rifle shots penetrate the empty silence.

                                   TUCKER
                         Inside his pack was the crank
                         radio, which is pretty much useless
                         since all the stations must be gone
                         now...and this.

               He pulls out a well-sized 9MM handgun. Matt backs up rapidly.

                                   TUCKER
                         Relax, the safety's on.

                                   MATT
                         I'll keep my distance, thanks.

               Tucker holds the gun tenderly before he hands it to Matt. He
               reluctantly accepts it, studying it.

                                   TUCKER
                         I checked the magazine before I got
                         here. There's eight bullets left.
                         It'll be handy if you need a quick
                         exit.
                             (beat)
                         Fenton doesn't know.

                                   MATT
                         He doesn't?

                                   TUCKER
                         Yeah...and I don't think he should.

                                   MATT
                         You didn't finish.

                                   TUCKER
                         What?

                                   MATT
                         How you got here. You didn't
                         finish.

                                   TUCKER
                         That group on the bus? They turned
                         out to be more worried about saving
                         their own skins than anybody
                         else's. They didn't want to deal
                         with a kid like me, so first chance
                         they got they dropped me off here
                         and drove off into the distance.

               Tucker starts to walk off. Matt realizes he still has the gun
               in his hand.

                                   MATT
                         Hey, Tucker!

               Tucker turns back to face Matt.

                                   MATT
                         You forgot the gun.

                                   TUCKER
                         Keep it. You look like you'll need
                         it.

               He walks off.

                                   TUCKER
                             (yelling)
                         Not like your camera, is it?
                             (beat)
                         You know, shooting things?

               Matt chuckles to himself before heading back down the
               hallway.



               INT - CLASSROOM - NIGHT

               Julie sits near an entrance to the classroom reading a book
               from the library: "Gil's All-Fright Diner." Suddenly, someone
               sits next to her: her sister, Nicole.

                                   NICOLE 
                         Julie?

                                   JULIE 
                         Hey, Nicole. Can't sleep?

                                   NICOLE 
                         I...want to be awake when the
                         National Guard comes.

                                   JULIE 
                         Tucker's radio said they won't be
                         coming until they take care of the
                         surrounding towns. You were there.

               She gets closer to her.

                                   JULIE 
                         It's Mom and Dad, isn't it?

                                   NICOLE 
                         Yeah...I'm just so scared. What if
                         they're out there?

                                   JULIE 
                         Mom said she was going to get Dad
                         at the station in Randall. They're
                         all right.

                                   NICOLE 
                         I didn't mean Randall...I meant out
                         there.

               She points out the door and starts to cry. Julie tenderly
               grabs her by the shoulders.

                                   JULIE 
                         Nicole, they're all right! They
                         must've already gone through there,
                         so they have to be safe!

               Nicole has broken down, crying. Julie pulls her into a hug,
               Nicole crying on her shoulder.

                                   NICOLE 
                             (crying)
                         It just seems that we're the only
                         ones alive.

                                   JULIE
                         We're not, Nicole. You have to know
                         that.

               They separate.

                                   JULIE 
                         But if one of us is attacked before
                         the Guard comes, you have to run
                         with the survivors.

                                   NICOLE 
                             (crying)
                         No. I don't want to leave you
                         alone.

                                   JULIE 
                         Nicole, you have to. Promise me
                         that.

               She pauses, sniffling.

                                   NICOLE 
                             (faltering)
                         ...I promise.

               They hug again.

                                   JULIE 
                         OK, go to sleep. You need to keep
                         your energy up.

                                   NICOLE 
                         OK.

               She goes over to Matt and lies down, using her jacket as a
               pillow. She falls asleep almost instantly.

               Julie, pretending to read, looks up at her sister. She
               sniffles a bit, but then wipes away her tears with her sleeve
               and continues to read, brushing off the moment. She can't
               afford to show weakness.



               INT - TWO-DOOR CLASSROOM - MIDNIGHT

               Matt is now on guard, filming all the way.

                                   MATT
                         I just started my shift...so far
                         there's nothing. Alex is on the
                         other side. I think there's
                         like...30 zombies outside. At least
                         we still have the six of us.

                                   JULIE (O.S.)
                         Shh!

                                   MATT
                         Anyways, it's almost...

               Offscreen, he checks his watch.

                                   MATT (CONT'D)
                         ...4:30 in the morning.

               Matt takes a big breath.

                                   MATT (CONT'D)
                         ...Nicole and Julie seem to be
                         taking all this very well
                         considering their parents could be
                         out there, but we still have hope
                         for them. Alex...seems to be going
                         off the deep end: she's been
                         spacing out alot. Fenton is already
                         crazy. He never seems to leave the
                         side of that baseball bat.

                                   ALEX (O.S.)
                             (whispering)
                         Hey...Matt...

                                   MATT
                         What?

               Matt turns around to face Alex. She seems normal, but looks
               kind of nervous.

                                   ALEX
                         I'll take care of both doors. You
                         look tired.

                                   MATT
                         Why?

                                   ALEX
                         I was listening to what you were
                         saying, and I kinda agree with you.
                         Guarding these doors...seems like
                         overkill. And I think they're going
                         away now, 'cause there's less
                         moaning. Besides, you need some
                         sleep.

                                   MATT
                         OK...I guess. I'm turning off the
                         camera. See you in the AM.

               He turns off the camera.



               INT. CLASSROOM - MORNING

               Tucker tosses an empty pudding cup in a bursting trash bag,
               which is pulled shut. Matt tosses it out the classroom window
               into the crowd of clamoring zombies. 



               EXT. SCHOOL - MORNING

               Several reach down and tear at the trash bag, but they
               quickly realize there's no food. They resume their actions,
               reaching skyward at the faces of the students in the window.



               INT. CLASSROOM - MOMENTS LATER

               Fenton shuts the window and turns toward the group.

                                   FENTON
                         That was the last piece of food.

                                   JULIE
                         So what now?

                                   TUCKER
                         The human body lasts three days or
                         so without food.

                                   ALEX
                         There's nothing to drink either.

                                   MATT
                         There's the school's water...right?

                                   ALEX
                         We ran out of water purifier
                         yesterday.

               Matt runs to the window and zooms in on something in the
               distance: a convenience store.

                                   MATT
                         What's always open whenever you
                         need it despite when the world's
                         gone to hell in a handbasket?

               He turns towards the group and they look out the window.

                                   NICOLE
                         How do we get over there?

                                   MATT
                         We need things. Things that hurt
                         other things.

                                   FENTON
                         I know what you mean.



               INT. LOCKER ROOM - MONTAGE

               Julie opens the door to the Girl's locker room, which holds
               several lacrosse sticks.



               INT. CAFETERIA - MONTAGE

               Tucker and Matt get several large knives out from a metal
               drawer. They shine under the illumination of the fluorescent
               lights.



               INT. CLASSROOM - MONTAGE

               The room is almost factory-like as the various knives are
               duct taped and secured to the ends of lacrosse sticks.



               BINOCULARS: THE CONVENIENCE STORE

                                   MATT
                         Now we just need to get over there.



               INT - TWO-DOOR CLASSROOM - DAY

               He points his binoculars down towards the football field.



               EXT - FOOTBALL FIELD - DAY

               Surprisingly, it's sparsely populated with zombies, the
               largest concentration around the main entrance.



               INT - TWO-DOOR CLASSROOM - DAY

               Matt looks away from his binoculars.

                                   MATT
                         Fenton, c'mere!

               He does so.

                                   MATT
                         They're mainly clustered around the
                         entrance. Few of them are on the
                         football field.

                                   FENTON
                         What about the other exits?

               Matt scans the field again.



               EXT - FOOTBALL FIELD - DAY

               Looking away from the school's entrance, Matt spots two
               entrances near the school cafeteria. Both have only a few
               zombies that can easily be taken out.



               INT - CLASSROOM - DAY

               Matt lowers his binoculars as he and Fenton stare at the
               doors, lost in thought.



               INT - SUPPLY CLOSET - DAY

               Each of the survivors grabs a "deadly lacrosse" as they are
               passed out by Fenton.



               EXT - FOOTBALL FIELD - TIMELAPSE

               The sun sets on the football field, shrouding the zombies in
               darkness.



               INT - TWO-DOOR CLASSROOM - NIGHT

               Matt is sitting in a desk, asleep. Out of nowhere, there is a
               loud WHOOSH, causing Matt to jerk awake. He surveys his
               surroundings:

               There's nobody else in the room.

               Matt jumps from the desk and walks around the room,
               confirming what's happening. Everyone's just vanished.

               There's a noise from Matt's left. He glances-

               - there's a single "deadly lacrosse" in the small corner next
               to the door...which is slightly ajar. He grabs it and exits
               the room.



               INT - HALLWAY - NIGHT

               The hallway is filled with a different kind of silence than
               before: where there was once sanctuary, there is now an eerie
               sense of isolation. Matt walks down the hallway, calling the
               survivors' names. There is no reply.

               As Matt begins down a set of stairs, he hears it: the cold,
               raspy moan of a zombie. He turns wildly and runs down a set
               of hallways and down a corner. 

               He comes out with Tucker's gun and continues running down the
               hallways. At one point, the shuffling noise suddenly ceases.
               Matt breathes a sigh of relief and turns around to see
               Nicole, zombified. Matt screams in shock and raises the gun.

               Nicole's clothes are slightly torn, revealing a bloody bite
               mark on her neck, giving rise to a collarbone of dead gray
               tissue.

               Matt aims the gun at Nicole, who shambles forward. He can't
               bring himself to shoot. The gun shakes in Matt's hands.
               Nicole is closer, emitting a moan.

               Matt gives up, taking off in the opposite direction. He runs
               through a set of lockers and is knocked to the floor by
               zombie versions of Julie and Alex.

               They lurch forward as Matt crawls to his feet and continues
               running down the hallway and down a set of nearby stairs.



               INT - EXIT HALLWAY - NIGHT

               Matt speeds down the stairs, taking a quick breath of air.
               Panic marks his face. Suddenly, there's a BANG and a flash of
               metal as a zombified Fenton comes out of the restroom. A
               zombified Tucker rounds a corner. The other zombified
               survivors shuffle down the stairs.

               Matt gets up and runs down the only available hallway, an
               exit at its end. The outside is pitch black.

               Matt finally reaches the end of the hallway: a set of metal
               doors. Matt pushes the bars...and the doors don't budge.
               They're stuck.

               Matt turns around and sees the zombies are still shambling
               closer. He presses his back against the doors...

               ...and a zombified Michael bursts through the doors, biting
               Matt in the neck. Matt screams in pain and falls to the
               floor, the gun sliding away from him.

               The zombies are now several feet away from Matt. He backs
               against the wall, hand to his bleeding neck. He notices the
               gun next to his hand and grabs it. 

               He raises it to under his chin, closes his eyes, and pulls
               the trigger.

               An empty click. No bullets.

               Matt gazes up at the zombies in terror. He screams as the
               zombies reach towards him...



               INT - TWO-DOOR CLASSROOM - MORNING

               Matt jerks awake in the desk, emitting a gasp of panic.
               Nicole stands next to the desk, a look of worry on her face.
               The other survivors wait outside.

                                   NICOLE
                         Matt? It's time for the raid.

               He nods his head.

                                   MATT
                         Yeah. Let's go.

               Nicole doesn't move.

                                   NICOLE
                         Matt, are you all right?

               Matt wipes away the cold sweat on his brow.

                                   MATT
                         Yeah...I'm fine.

                                   NICOLE
                         You sure? You were muttering in
                         your sleep and...

                                   MATT
                         I said I'm fine.

               He gets up and walks towards the exit when he sees it: the
               deadly lacrosse in the same place as his dream. He stops.

                                   NICOLE
                         What is it?

                                   MATT
                         Nothing. Come on.

               She doesn't move. Matt walks up to her.

                                   MATT
                         Don't worry, Nicole. I'm fine. When
                         something's wrong, you'll be the
                         first to know.

               She smiles. Matt quickly grabs the lacrosse stick and exits
               the door with Nicole.



               INT- STAIR HALLWAY - MORNING

               The survivors slowly and silently run down the stairs, all
               wielding "deadly lacrosses." Fenton makes hand gestures to
               guide them down the stairs and when to wait. When they're all
               at the bottom of the stairs, Fenton readies his hand on the
               door handle.

                                   FENTON
                         Ready?

               They nod.



               EXT - SCHOOL - DAY

               The survivors open the door and start running across the
               pavement and to the football field. They catch the
               dismembered eyes of the undead who proceed to shamble towards
               their fast prey.

               The survivors reach the football field, where they all spread
               out in a sprint. Zombies try to take a bite at our heroes,
               but they quickly lose a limb or a head as the lacrosse sticks
               twirl their silver blades in a blaze of fury.

               After what seems like an eternity, the survivors reach the
               end of the field. Breaking through the fence at the opposite
               side, the group runs up a hill to the convenience store.



               EXT - CONVENIENCE STORE - DAY

               It is surrounded by zombies. The survivors raise their
               weapons...and go to town.
               Limbs, heads, organic matter fly through the air as the
               survivors make their way to the entrance.

               Alex smashes the lock of the convenience store and pulls open
               the door.

                                   ALEX
                         Get in!

               The survivors stop the bloodbath and rush towards the
               entrance. As soon as everyone gets in, the door immediately
               slams and is barricaded shut.



               INT - CONVENIENCE STORE - DAY

               Aisles stocked with junk food (with a smattering of health
               bars) loom in front of the survivors. Realizing time is of
               the essence, they grab whatever they can reach and toss it
               into small shopping carts. 

               Matt and Tucker head over to the wall stocked with drinks.
               Most are lukewarm, but there are a few that are still fresh.
               The milk and dairy section has spoiled completely. Matt grabs
               forbidden fruit: a can of beer. He cracks it open, foam
               spewing everywhere.

               He exchanges glances with Tucker before he swallows a gulp.
               He retches, spitting out the lukewarm liquid.

                                   MATT
                         Who drinks this stuff?!

               The moaning of the undead hasn't ceased. Suddenly, it grows
               louder: they've pushed their way through the barricade. Alex,
               who was standing guard at the entrance, collapses under the
               mob. She is able to crawl out without a bite. However, the
               gods have struck her down: she has been scratched by infected
               nails.

               Everyone rushes to her aid as she quickly conceals her wound.
               They grab hold of all the shopping carts and rush out the
               back entrance, where Julie stands guard.



               EXT - CONVENIENCE STORE - DAY

               Thankfully, most of the undead have congregated outside the
               front of the store. The survivors rush out of the back
               entrance and down the hill towards the school. The multitudes
               of zombies follow, shambling away.



               EXT - FOOTBALL FIELD - DAY

               Pushing the carts across the football field proves no easy
               task for the group. On more than one occasion a cart falls
               over, spilling its contents across the unkempt lawn.

               What was a few zombies has grown into a mob on the field.
               Slicing their way through the crowd, the survivors are able
               to make it to their entrance unscathed and push 4 carts of
               food inside. Everyone makes it inside except for Nicole,
               whose cart has spilled over.

                                   MATT
                         Nicole!

                                   NICOLE
                         I'm trying!

               She tries to collect her belongings and get inside, but there
               is no time as the zombies start to crowd around her. Matt
               outstretches his hand to grab her. 

                                   MATT
                         Nicole, come on!

               Common sense prevails as she grabs her lacrosse stick and
               runs for Matt's hand. She suddenly trips as the hand of a
               zombie grabs her leg. It lowers its jaw to bite her, but its
               head is sickeningly pierced by Nicole's lacrosse blade.

               She regains her balance and clasps Matt's hand, who pulls her
               inside. She is safe.



               EXT - SCHOOL - TIMELAPSE

               Like the previous night, the sun sets over the school as the
               survivors bask in their accomplishment.



               INT - EXIT HALLWAY - EVENING

               Nicole carries a box of food down one of the hallways when
               she spots Matt at the end of the "exit hallway" from his
               dream. He is placing different obstacles in front of the door
               that would impede the average zombie.

                                   NICOLE
                         Matt!

               He turns around at the end of the hallway.

                                   NICOLE
                         What are you doing?

                                   MATT
                         I'm making it better.

               He grins, eliciting a small, but nervous grin from Nicole.
               She picks up the box of food and heads up the stairs behind
               her.



               INT - HALLWAY (LIBRARY) - EVENING

               Nicole walks down the hallway towards the classroom when she
               hears a muffled cry of pain. She turns around, looking for
               the noise's origin. She looks towards the girl's bathroom and
               enters it.



               INT - BATHROOM - EVENING

               All is not well. Alex is alone, tending to her newly
               pustulating infected scratch. She pours a bottle of Hydrogen
               Peroxide on it, hoping for relief. It brings only pain,
               eliciting a brief yell of agony from Alex.

                                   NICOLE (O.C.)
                         Alex, are you alright?

               She whimpers.

                                   ALEX
                         Fine! I'm fine...
                             (whispering)
                         I think.



               INT - HALLWAY (LIBRARY) - EVENING

               Julie walks down the hallway adjacent to the library when she
               hears a faint crackling that seems to fade in and fade out.
               She sets down her box of food and slowly enters the library.



               INT - LIBRARY - EVENING

               Julie searches the library for the source of the static.
               After several rows of bookshelves, she finds it: Tucker's
               crank radio. Although most of it is static, there is a
               definite noise she hears: screaming voices.

                                   RADIO VOICE (V.O.)
                             (breaking up)
                         We are sad...unable to...contact
                         impossible with...Randall
                         station...dead...

               The rest is enveloped in static. Julie already knows what's
               happened. She crumples to the floor and begins to cry. She
               pulls out a photo from her pocket, its subjects unseen. She
               looks up, outside of the library.

               Nicole is walking by with an uneasy look on her face, worried
               about Alex.

               Julie wipes her tears in determination, rises, and exits the
               library.



               INT - TWO-DOOR CLASSROOM - NIGHT

               Alex walks into the classroom as everyone munches on the
               spoils of their victory.

                                   MATT
                         Alex, you want some food?

                                   ALEX
                             (put off)
                         No, nothing.

               Matt looks at her questioningly.

                                   MATT
                         Suit yourself.

               He goes back to his sandwich as Alex slumps in a corner and
               goes to sleep. 

               Tucker gets up from his conversation with Nicole and walks
               over to Matt.

                                   TUCKER
                         How you doing?

                                   MATT
                         Pretty good.

               Tucker's voice drops to a whisper.

                                   TUCKER
                         How's "grandpa" doing?

               Matt doesn't know what he's talking about at first, but then
               realization dawns on him.

                                   MATT
                         He's doing pretty fine.
                             (whispering)
                         It's holed up in one of the
                         closets.

               Tucker smiles a bit, but then turns serious once more.

                                   TUCKER
                         Good to hear he's safe.

               Fenton, sitting across the room near the supply closet, looks
               up from his shrink-wrapped sandwich at Matt and Tucker.
               Suspicion furrows his brow, planting the seeds of paranoia in
               his mind.

               Tucker gets up and goes to a corner of the room to read the
               Zombie Survival Guide. Matt gets up and heads to the door.

                                   MATT
                         I'll be in the library.

               He exits the room.

               Across the classroom, Nicole is finishing up her meager meal
               of chips and a small sandwich. She picks up her trash and
               throws it in the trash can near the classroom door.

               Nicole comes back to where she was sitting to find Julie
               opening another sandwich and places it in front of her. 

                                   NICOLE
                         What are you doing?

                                   JULIE
                         You have to eat more. Keep your
                         strength up.

                                   NICOLE
                         I'm not hungry.

                                   JULIE
                         Doesn't matter.

               Julie goes back to eating a small chocolate bar.

                                   NICOLE
                         No thanks, Julie.

               Nicole goes to sleep on her jacket, but finds herself
               reawakened by Julie.

                                   JULIE
                         You have to finish your food.
                         There's nothing to keep it cold.

                                   NICOLE
                         I'm not hungry, all right?

               Julie is visibly shaken, and it's not because of Nicole's
               refusal.

                                   JULIE
                         Nicole, please eat. How am I
                         supposed to take care of you if you
                         don't eat?

               Nicole pauses, shocked.

                                   NICOLE
                         Is that what this is about? You
                         taking care of me?
                             (beat)
                         I can take care of myself.

               Julie is unresponsive.

                                   NICOLE
                             (semi-reassuring)
                         I'm not your little sister anymore.
                         OK? I love you and all, but
                         still...you don't need to be my
                         mom. That's her job.

               Julie starts to tear up. She smiles.

                                   NICOLE
                         I'll eat half later, OK?

               Nicole manages a half-smile for her sister. Julie smiles as
               Nicole gets up and leaves the room.

               Moments later, Julie begins to cry and leaves through the
               opposite exit.



               INT - BATHROOM - NIGHT

               Julie is sobbing in one of the stalls. She momentarily stops
               crying and pulls a picture out of her pocket.

               It's of Julie and Nicole, as well as their parents. They're
               smiling without a care in the world.

               This sight brings Julie to cry again, knowing she can never
               tell her sister about what she heard earlier.

               She can't afford to show weakness.



               INT - LIBRARY - NIGHT

               Matt wheels the TV cart to a couch and plugs it into the
               wall. Taking a cord from his pocket, he connects his video
               camera to the TV and begins to review the tape's contents. He
               takes a seat on a squashy couch in the library.

               Each scene brings new emotion to Matt, but all reveal an
               underlying grief. His family is shown around the house. He
               hangs out with his friends around school.

               Michael is attacked. Matt reaches to turn the tape off.

                                   NICOLE
                         Don't stop it.

               Matt looks behind him to find Nicole, standing up from a
               chair. She's been watching the tape in secret.

                                   NICOLE
                         ...Makes me feel better. At least
                         the happy parts do.

               She gives a light smile and sits down with Matt as he quickly
               rewinds the tape and explains all the different moments to
               Nicole. At some she gives a brief chuckle, eliciting a small
               smile from Matt before he turns back to the screen.



               INT - CLASSROOM - DAWN

               Matt picks up the camera and surveys the scene. It is almost
               dawn and everyone is asleep.

               STATIC.

               Matt turns toward the doorway to the classroom and spots
               something: a water bottle.

                                   MATT
                         No.

               He turns toward a corner to get Fenton's baseball bat.

               STATIC.



               INT - HALLWAY - DAWN

               Matt runs out of the classroom and sees Alex limping away.
               Suddenly he stops.

                                   MATT (CONT'D)
                         Alex?

               Alex runs toward Matt, snarling and growling. She is one of
               them. 

               Matt screams. The camera falls in a direction so we can see
               the front of the classroom. Fenton and the group runs out of
               the classroom and towards Matt's aid.

               STATIC.

               The classroom is a blur of panic and anger as Matt captures
               the aftermath of Alex's attack. Although everyone's voices
               are raised, the main argument is between Fenton and Matt.
               Fenton is sitting in a chair, cleaning what looks like blood
               off his baseball bat.

                                   FENTON
                         What the hell did you do, Matt?!
                         What did you do?!

                                   MATT
                         Why are you accusing me of
                         anything?

                                   FENTON
                         You were the last one to see Alex!

                                   MATT
                         I couldn't have been! I was at the
                         library with Nicole!

               Fenton whips around to face Nicole, who nods.

                                   NICOLE
                         How was she infected in the first
                         place?

               Fenton is at a loss for words. He doesn't know.

               Then Matt remembers: he saw Alex in the background in his
               footage. He sets his camera to "play" and begins to review
               the footage.

               He notices it. Alex takes the water bottle.

               The same bottle outside.

               Fenton is boiling with anger.

                                   FENTON
                         Turn it off.

                                   MATT
                         Wha--

                                   FENTON 
                         Get that camera out of my face!

               The camera falls as he tackles Matt and begins punching him
               in the face.

                                   FENTON
                         You...knew...and
                         didn't...do...anything!

               Matt is dragged out from under Fenton by Julie, Nicole, and
               Tucker. He leaves the classroom with the metal baseball bat
               as Matt picks up the camera. As Fenton leaves, he yells:

                                   FENTON
                         You're cut off from the food.

               Matt is slumped in a plastic chair, glaring at him. Fenton
               comes back in the room and suddenly pulls Matt by the collar.

                                   FENTON
                         Come with me.

               Matt gives protest, but Fenton hits him slightly with the
               bat. He gives a scream of pain.

               They both exit the room as the door to the classroom slams.



               INT - HALLWAY - DAY

               Matt, expressionless, is mopping up the place where Alex
               "died." The blood mixes with the bubbles of the mop's soap,
               creating an eerie-looking red liquid. He rinses out the mop
               into the bucket, spilling its red contents.

               Fenton comes from around the corner.

                                   FENTON
                         You done yet?

                                   MATT
                             (hollow)
                         Almost.

               Fenton begins to walk away.

                                   MATT
                         Why aren't you the one cleaning
                         this up?

               He pauses.

                                   FENTON
                         You found it. You clean it up.

                                   MATT 
                             (coldly)
                         You killed her. She's still Alex.

               In a flash, Fenton rounds on Matt, cornering him against the
               wall.

                                   FENTON
                             (angrily)
                         I didn't kill anybody. She wasn't
                         herself anymore. Just one of them.

                                   MATT
                         If she's just one of them, why are
                         you letting us keep her alive?

                                   FENTON
                         She's NOT alive! She was weak...so
                         she became one of them.

                                   MATT
                         What do you mean, weak?

                                   FENTON 
                         If she told us before, we wouldn't
                         have kept her. She only thought of
                         herself, not all of us. That makes
                         her weak.
                             (beat)
                         But I won't be like her. Neither
                         will any of the others. That's why
                         I'm letting you keep her. It's an
                         example...what'll happen if we keep
                         too many secrets.
                             (beat)
                         Do you have any secrets, Matt?

                                   MATT 
                         No.
                             (beat)
                         Of course not.

                                   FENTON
                         Good.

               He walks off, leaving Matt visibly shaken. He mops up some
               more blood and pauses. Sighing heavily, he squeezes it in the
               bucket, another miniature waterfall of red liquid in its
               wake.



               INT - TWO-DOOR CLASSROOM - DAY

               Matt is led back into the classroom by Fenton, who presses
               the tip of the baseball bat into his back. Matt's nose is
               still bloody. The bat falls to the ground as Matt walks off
               to sit in the chair he was sitting in before.

                                   FENTON
                         I'm going to walk around. Nobody
                         move.

               He quickly walks out of the room with the bat, slamming the
               door as he leaves.

               There is silence in the room until Matt decides to break it.

                                   MATT
                         Why the hell do you support this
                         guy?

                                   JULIE
                         He's just tense. We've been in this
                         room without much sleep, so it's
                         natural for some people to get
                         claustrophobic.

                                   MATT
                         Tense? He's insane! He kept talking
                         to me about how weak Alex, everyone
                         was!

                                   JULIE
                         We don't have much of a choice.

                                   NICOLE
                         Don't have a choice? Come on,
                         Julie. You're older than him! Why
                         are you bowing down to this guy?

                                   JULIE
                         Nicole, please.

                                   NICOLE
                         Please, what? Matt's right, he's
                         gone off the deep end!

                                   JULIE
                         I'm just trying to insure your -our-
                         safety.

                                   NICOLE
                         I don't need to be controlled!

                                   MATT
                         Everyone just SHUT UP!!!

               Total silence.

                                   MATT
                         If we can just keep our heads
                         clear, we can be OK. Just chill.
                         Fenton obviously needs to be dealt
                         with, but we can't do anything now.
                             (beat)
                         Wait 'til he comes back.

                                   NICOLE
                         What about Alex?

               He winces as he touches his probably broken nose.

               Picking up the camera, Matt turns to the GLASS-PANELED room,
               which is now covered in blood.

                                   MATT
                         There might be a cure for her. We
                         just have to wait.



               INT - GLASS-PANELED ROOM - DAY

               A ZOMBIFIED ALEX lies bound by duct tape on the tile floor.
               Brown-colored blood spits out the air pockets of the tape on
               her mouth as she snarls loudly.



               EXT - SCHOOL - DAY

               A zombie, looking for a way in, stumbles upon the power
               generator. The HIGH VOLTAGE sign is knocked away as the
               zombie gets closer and closer. The zombie brushes against a
               wire and...



               INT - TWO-DOOR CLASSROOM - MOMENTS LATER

               Suddenly, the power goes out. Panic ensues. Nicole and Tucker
               run for the doors to the classroom but they don't budge.

               Fenton has locked them.



               INT - HALLWAY - MOMENTS LATER

               Fenton wanders the hallway, hitting the walls with the
               baseball bat in grief. The eerie silence of the hallway is
               punctuated with the hard SMACK of drywall.

               Fenton slumps down and sobs, bringing his hand to his face.
               However, something's wrong: two of his fingers have changed
               hue to a MOTTLED GRAY. The virus is starting to take over in
               its airborne form. This is the only thing that can get under
               his skin.

               Fenton is infected.

               In the midst of his fear, the hallway is suddenly plunged
               into darkness.



               INT - SCHOOL ENTRANCE - MOMENTS LATER

               There is a whirring "click" and the doors to the school open.
               Multitudes of zombies pour in and flood every corridor. All
               of this is caught on the school's video surveillance network.



               INT - TWO-DOOR CLASSROOM - MOMENTS LATER

               Fenton comes running back in, terror on his face.

                                   FENTON
                         They got in!

               Fenton is almost cut off as Matt smacks him in the head with
               his plastic chair. Fenton falls to the floor, unconscious.
               Tucker runs to Matt's side and pulls out his duct tape.

                                   MATT
                         Nicole, go look out the window.

               She rushes to the door to look out the little window.

                                   NICOLE
                         The magnets must have failed when
                         the power went out.



               INT - CENTER STAIRCASE - DAY

               The zombies continue to pour into the school. They can sense
               their prey kept from them, creating a mood that Tantalus must
               have felt eons ago.



               INT - TWO-DOOR CLASSROOM - DAY

               Nicole continues to look through the glass panel.

                                   MATT
                         Nicole, move!

               Matt pulls her back just as a zombie passes through the
               panel's view. Everyone ducks to hide as they try to conceal
               their location.

                                   MATT
                         Looks like we're stuck here.

                                   TUCKER
                         Yeah, thanks to Alex the infected
                         psychotic.

                                   JULIE
                         We don't know how she was infected.
                         Besides, it wasn't her fault.

                                   NICOLE
                         He's snapped just like Alex.

                                   MATT
                         We don't need this right now.

               Silence.

                                   MATT (CONT'D)
                         We just need to figure out how to
                         get those zombies out of here.

                                   NICOLE
                         We don't have any weapons.

               Another pause of silence.

                                   MATT
                         What do you mean, "we don't have
                         any weapons?"

                                   NICOLE
                         They're all in the locker room.

                                   MATT
                         Why don't we have any up here?

                                   NICOLE
                         We were supposed to be safe, but I
                         guess we were wrong.

               She glares at Fenton.

                                   JULIE
                         It doesn't matter anymore if we
                         can't get outside.
                             (sliding down the wall)
                         We'll have to wait it out.

               A pinging noise is heard.

                                   TUCKER
                         What's that?

               Matt fumbles with something.

                                   MATT
                         The batteries are almost dead.

               Another fumbling noise and the screen goes black.



               INT - CENTER STAIRCASE - NIGHT

               Many zombies are walking around in search of prey. They
               wander through hallways aimlessly, without direction, seeking
               for the prey that is not there.



               INT - CLASSROOM - NIGHT

               Fenton, bound with duct tape, is in the far corner of the
               room in front of a door. He slowly wakes and realizes his
               predicament.

                                   FENTON
                         Let me out of this!

               The others sit in the middle of the room, ignoring him. Matt
               holds the baseball bat.

                                   FENTON
                         Traitors! You were safe with me!

               They remain silent. Fenton turns his head to look at Matt.

                                   FENTON
                         It's all your fault, Matt! I
                         shouldn't have let you in in the
                         first place! You should have died
                         and become one of those things out
                         there!

               He looks at Tucker.

                                   FENTON
                         You too, Tucker! Like I didn't see
                         you and Matt conspiring behind my
                         back. It took me a while, but I did
                         some looking and now I know.

               Matt and Tucker turn their heads in shock.

                                   FENTON
                         Grandpa? You told me about your
                         Grandpa whenever you came here,
                         Tucker! Where are you hiding the
                         gun?!

               Matt and Tucker continue to stare.

                                   FENTON
                         Yeah, the gun. You think this can
                         hold me? I'm going to break out and
                         grab that bat and feed you to them!

               Matt gets up and walks to the door next to Fenton.

                                   MATT
                         There's no point in your shouting.
                         Now if you don't shut up, Alex will
                         get a hearty meal in the next
                         couple of minutes.

               He shuts up. Matt, feeling justified, goes back to the center
               of the room. He throws a sandwich to Fenton, which is opened.

                                   MATT
                         Eat.

               He begrudgingly begins to eat, his sandwich inching along the
               floor as he tries to take bites.



               INT - TWO-DOOR CLASSROOM - NIGHT

               The six survivors have no lights on as to not attract the
               zombies. The only way we are able to see is through night
               vision on Matt's camera.

               Julie and Nicole stand guard over the two doors of the
               classroom.

               Fenton sits in one of the corners wide-awake and holding his
               trusty baseball bat.

               Matt is in another corner filming them through the camera.

               He is joined by Tucker, who sits to his left.

                                   TUCKER
                         Hey.

                                   MATT
                         Hi. 

                                   TUCKER
                         How's "grandpa"?

                                   MATT
                         You keep asking me that. You know
                         Fenton doesn't really know where it
                         is.

                                   TUCKER
                         How do you know?

                                   MATT
                         Even idiots can bluff.

               Tucker notices Matt is filming.

                                   TUCKER
                         What are you doing?! Couldn't he
                         look at this later?!

                                   MATT
                         I'll edit it out later.

                                   TUCKER
                         When?

                                   MATT
                         After we get out.

                                   TUCKER
                         If we get out, Matt. Fat chance
                         with those things right outside our
                         door.
                             (beat)
                         I've always wondered why, Matt. Why
                         do you film everything? Our
                         conflict. Our grief.
                             (beat)
                         All this.

                                   MATT
                         Why? Because when you press record,
                         the world changes. Your best friend
                         becomes your enemy. A horrible act
                         becomes a scene of triumph. And you
                         choose to stop recording. It's a
                         self-contained world...and you're
                         God.
                             (beat)
                         In my world, we aren't hiding. Alex
                         isn't in that room. Fenton isn't
                         bound over there. We're at home
                         with our families and friends.
                         We're happy.
                             (looking at Tucker)
                         It just makes everything feel
                         better, you know?

               Tucker gets up and begins to go to the other side of the
               room.

                                   TUCKER
                         You might want to turn it off.
                         Aren't your batteries running out?

               Matt does so.

               After awhile, everyone starts to fall asleep. In a couple
               minutes, Julie, Fenton, and Matt are the only ones awake.
               Julie stands at one door while Fenton is at the other.

               Suddenly, there is a BANG at the door. Everyone wakes up.
               Matt bolts up from his slumber and grabs the camera, turning
               it on. The camera goes to eye level and looks at everybody.
               There is another BANG. A TEARING NOISE: Fenton is free.
               Before he can round on the group, however, there is another
               BANG. Fenton goes to see what is outside through a little
               wired glass window in the door.
               Suddenly he tries to run away, but to no avail. The door
               opens and Fenton falls down. Several zombies run inside the
               room. Fenton hits the zombies attacking him with his baseball
               bat.

                                   NICOLE
                         Fenton!

               Nicole tries to save Fenton but she loses contact with him as
               Tucker pulls her away.

               Julie backs up in shock against the glass paneling where the
               zombified Alex lies in wait. With a loud SHATTER, she breaks
               the glass and grabs Julie's arm, sinking her teeth into it
               immediately.

               She pulls back, the sinewy flesh slowly ripping away from the
               creature's jaws. The wound oozes wine-colored blood.

               As the undead fill the room, the survivors run towards the
               opposite door. Julie tries to run away at the last minute but
               pauses, looking down at her bitten arm. She realizes what she
               must do. She turns to Nicole, tears forming in her eyes.

                                   JULIE
                         Say "hi" to Mom and Dad for me.

               With a final gasp, Julie slams the door to the classroom. 

               Nicole runs to the door screaming for her sister, who is
               hidden by the tremendous amount of zombies in the room.

               Tucker pleads for her to get up.

                                   NICOLE
                         Let go.

               She wipes away tears, and, still sobbing, follows Matt and
               Tucker as they run down the hallway.



               INT - HALLWAY - NIGHT

               The remaining four survivors run for their lives down the
               dark hallway. Many zombies chase them as they go.
               As the trio rounds a corner, a zombie manages to grab hold of
               Nicole's ankle. She falls, screaming.

               The zombie's legs are impaired as it crawls up to bite
               Nicole. Suddenly, the zombie's head becomes a BLOODY
               PULP...as it is destroyed by Fenton's bat. Nicole's face is
               spattered with blood. 

               Fenton stands over Nicole and outstretches a bite-covered
               hand. His eyes are becoming increasingly glossy. However, the
               living dead still consider him edible.

                                   FENTON
                         Get up.

               She uses his arm as support as she gets to her feet. Fenton
               points the bat to all of them. 

                                   FENTON
                         What are you lookin' at?! Run!

               They run off down the hallway as numerous zombies come
               lunging for him. Fenton readies himself. With baseball bat in
               hand, he screams out his final words:

                                   FENTON
                         Come and get me.

               The event is a blur: Fenton beats a few zombies away with his
               bat, crushing their skulls with a sickening spurt of gray
               matter. For every zombie dead, however, three more appear in
               its place. Fenton is quickly overpowered and he collapses to
               the floor as the zombies feast on the treasure trove of
               organs within their reach.

               Fenton screams in pain and fear as his intestines are ripped
               from his body, hastily becoming the sustenance of the undead.
               A zombie munches on a finger, ripped from Fenton's "good"
               hand.

               Eventually the screams stop as Fenton's torso is dragged
               away, leaving a trail of blood in its wake.



               INT - CENTER STAIRCASE - NIGHT

               The three survivors arrive at the main staircase, unsure of
               where to continue. They look down at the entrance: it is
               packed with zombies. One of the zombies spots Nicole and
               starts up the stairs, a large group following her.

               They back away from the staircase and start down the left
               hallway, almost clear of zombies. The trio looks down the
               opposite way: it's the same way.

                                   MATT
                         Which way?

                                   NICOLE
                         I don't know.

               Suddenly, as if spurred by an unknown force, Tucker runs down
               the left hallway and down a corridor filled with lockers.

                                   NICOLE
                         Tucker!

               Tucker turns around.

                                   NICOLE
                         Good luck.

               He smiles and continues running. Matt and Nicole are left
               deciding which way to run as the undead lurch closer. They
               look at each other, exchange a hug, and run opposite ways.



               INT - HALLWAY - MOMENTS LATER

               Nicole, continuing down Tucker's hallway towards the
               classroom, runs through a set of double doors to a small set
               of stairs. She speeds down them and runs down the Fine Arts
               hallway.

               Instead of going further down the hallway, she makes a quick
               right and down the stairs to the dungeon, the school's
               basement. As she rounds the stairs, the zombies appear
               running down the fine arts hallway.
               Nicole reaches the dungeon doors. In a blur of panic and
               fear, she manages to open the door to the section of the
               school and gets inside. She locks the door behind her.

               Nicole runs inside and breathes a sigh of relief. Then she
               opens her eyes to see...zombies. She runs forward at them,
               trying to get to the exit on the opposite side. 

               She runs through the "sci-tech room", picking up a power
               drill as she escapes the zombies's grasp. She gets to it, but
               it is barred shut, locked from the outside. 

               She turns to the numerous zombies running towards her. She
               fires up the power drill. As one zombies comes closer, she
               sticks the power drill inside its head, a putrid red liquid
               oozing from the wound. She does the same to other zombies.
               Suddenly, she loses power. She looks over at the drill's
               battery gauge, which reads EMPTY. 

               She tries the door again, but to no avail. As she inhales to
               scream, we...



               INT - JANITOR'S CLOSET - MIDNIGHT

               Cut to Tucker, who has decided to hole up in a closet. He is
               breathing erratically. He gropes around in the dark and finds
               a lone flashlight. As he turns it on, he spots the handgun.
               Matt's hiding place.



               INT - HALLWAY - SAME (MIDNIGHT)

               Matt, still behind the camera, is running towards an empty
               classroom, first closing a set of big metal doors behind him,
               keeping out numerous zombies. He eventually gets inside a
               classroom and shuts the door. The camera is set down, so we
               only see Matt's legs in a crouched position. We can see a
               little bit of his head, his ears being covered by his arms.
               He is freaking out. We cut to him back out in the hall when
               he hears another BANG and a WHINING. He turns around to see
               the zombies chasing after him. He runs towards the very end
               of the hallway when he stops to turn around again. The
               zombies are closer. In front of him is another set of purple
               doors.

               Matt wrenches them open to find a set of stairs. Hearing the
               zombies getting closer, Matt sprints down the stairs.
               However, he accidentally trips, causing the camera to go
               flying to the linoleum floor.

               Matt quickly gets up and runs back for the camera, but on
               second thought decides to continue fleeing. A wise choice.

               He speeds down stairs and turns a corner. As the film slowly
               runs out, the snarling of the vicious zombies grows louder,
               as well as the sound of footsteps coming ever so closer.



               INT - FINE ARTS BUILDING - NIGHT

               The zombies run towards Nicole, who screams in terror.
               However, a HAND grabs Nicole's shoulder and pulls her
               outside.



               EXT - SCHOOL - NIGHT

               Nicole looks up at Matt, her savior.

                                   MATT
                         You OK?

                                   NICOLE
                         Yeah.

                                   MATT
                         There's more coming. We have to
                         leave!

               As he pulls her hand to run off, she pulls him back.

                                   NICOLE
                         What about Tucker?!



               INT - JANITOR'S CLOSET - MIDNIGHT

               Tucker is still holding the handgun in his sweaty palms. He
               clicks off the safety and slowly raises it. He places his
               finger near the trigger...

               Suddenly, the door flings open, Matt and Nicole running
               inside. Tucker screams like a bat out of hell.

                                   MATT
                         Tucker. Tucker! It's just me.

               As he catches his breath, a LOUD BANG causes the group to
               look towards the doors. Zombies pour into the hallway as they
               slam the doors against the wall.

                                   TUCKER
                         Oh, God.

               Tucker grabs the gun and they all run off.



               INT - HALLWAY/STAIRS - MOMENTS LATER

               Matt, Nicole, and Tucker reach the end of a long stretch of
               hallway. Tucker turns and runs.

                                   TUCKER
                         I know where to go! Follow me!



               INT - CLASSROOM - NIGHT

               Our three survivors reach the point of their destination: an
               empty classroom. Matt runs and locks the door. After sliding
               open a vertically-opening window, they go outside into the
               brisk night air. 



               EXT - SMALL BALCONY - NIGHT

               The trio steps out onto a small balcony connecting two
               classrooms. They look down at their feet: the big banner that
               reads "Help Us!" has fallen from the roof, now worn by the
               elements. They snap back to their senses as a jarring BANG is
               heard. The window that separates them from the zombies is
               barred and they wait for the salvation of daybreak.

                                                              FADE OUT.



               EXT - SCHOOL ROOF - DAWN

               Matt, Tucker, and Nicole are still on the balcony. Matt is
               scanning the horizon for any signs of aircraft or land
               transport. There is nothing.

                                   TUCKER
                         Anything yet?

                                   MATT
                         No. Not yet.

                                   NICOLE
                         But they are coming, aren't they?

                                   MATT
                         I hope. Are they gone yet?

               Tucker gets up and looks through the window.



               INT - SCHOOL HALLWAY - MORNING

               The hallway is empty. The school is quiet and undisturbed.



               EXT - SCHOOL ROOF - MORNING

               Tucker turns to Matt and Nicole and nods. They move towards
               the window and lift it open. They climb through the window
               and enter the school.



               INT - HALLWAY - MORNING

               The trio walks down the hallway looking for anything that
               would be of help. As they walk towards their classroom, Matt
               spots something: his video camera. 

               The camera is heavily beat up, the lens cracked and missing
               the viewfinder. He checks the tape inside: it is undamaged.
               He pockets the tape and lets out a sigh. Whether it be from
               relief or exasperation, he is now visibly happier.

               Suddenly, there is a faint sound of static emanating from
               inside their two-door classroom. It slowly dies, then starts
               back up again.

                                   NICOLE
                         The radio!

               She exits the classroom with a crank radio. She cranks it
               thoroughly and tunes the radio. She reaches a stable signal
               and the group listens eagerly.

                                   RADIO VOICE (V.O.)
                         ...Because of the seriousness of
                         the situation, the city of Parker,
                         Arizona has been quarantined and
                         all rescue attempts by the National
                         Guard have been cancelled. The area
                         has been scheduled for demolition.
                         Everything is under control. You
                         are doing a service for your
                         country. I repeat again: because of
                         the seriousness of the situation...

               While the message repeats, the impact of what the trio has
               just heard starts to sink in. Tucker mutters to himself.
               Nicole starts to cry. Matt holds her, a stony expression of
               disbelief on his face.

               After a long while, Tucker raises his head.

                                   TUCKER
                         So that's it, then? We're not being
                         rescued?

                                   MATT
                         I...I guess so.

                                   NICOLE
                         So what do we do now?

               Matt is troubled. He doesn't quite know how he should respond
               to Nicole's question. He takes a deep breath...but has
               nothing to say. He remains silent.

                                   NICOLE
                         OK.

               They turn and walk down the hallway. As they pass the bloody
               trail left by Fenton's corpse, a FOUR-FINGERED HAND twitches
               with a quiet crunch. Tucker turns around, causing the others
               to do the same. 

               The hand moves forward, attached to a very bloody
               arm...belonging to Fenton, now ZOMBIFIED. A throaty MOAN
               escapes his bloody lips, flecks of blood spitting out. He
               pulls himself forward towards the trio.

               Matt steps forward and holds out his hand. Tucker slowly
               hands him the handgun. Matt walks closer to Fenton and raises
               the handgun. His hands are shaking. Fenton lurches closer,
               his torso visibly torn.



               EXT - SCHOOL - MORNING

               The silence outside is penetrated by a loud GUNSHOT. In the
               aftermath, there is no other noise except the cold wind.



               INT - TWO-DOOR CLASSROOM - LATER

               Matt pushes the broken-lock door open as the trio enters the
               two-door classroom. Dried blood covers the linoleum floor.
               The door to Alex's small room is wide open, the lock also
               broken. More dried blood marks where Alex's body lay. Shreds
               of duct tape lie around the room. Matt pulls out the supply
               key and unlocks the door containing all the supplies. They
               are unharmed.



               INT - HALLWAY - MOMENTS LATER

               They each carry boxes of supplies down the hallway. Nicole is
               silently crying, sometimes letting out a quiet sniffle.
               Suddenly, she stumbles to the floor, causing her box of
               supplies to scatter. 

               She can't take it...it's too much. No hope. 

               Nicole crumbles to the floor, sobbing. She starts gathering
               her stuff, but Matt helps her gather her stuff as she looks
               up, still crying, but not as much. They both place
               miscellaneous items inside the box. Then, their foreheads
               press together as they both break down crying. Tucker stands
               several feet away, his face without expression but one can
               feel his sadness.

               Then Nicole notices it: the milky gray blotch on Matt's left
               hand. Matt looks up and looks at Nicole's collarbone: a
               similar gray blotch has formed. Their expressions turn to
               horror. They look up at Tucker:

               A few of his fingers have turned too.

                                   TUCKER
                         Fenton was right. It was only a
                         matter of time.

               Tucker looks out a nearby window.



               EXT - SCHOOL - MORNING

               Several zombies remain outside the school. One or two dead
               bodies can be seen.

                                   TUCKER
                         But we'll be different. We can take
                         them.

               He turns back to Matt and Nicole.

                                   TUCKER
                         Why not make the best of what we
                         have left?

               The two get up, knees shaking. They stare at each other,
               quiet. The silence sinks in.



               INT - SCHOOL ENTRANCE - MORNING

               The trio walks down the stairs of the school and towards the
               entrance of the school. They stop for several seconds and
               look back at their home.

               Matt is the first to turn towards the entrance. He slowly
               starts walking and quickens his pace. Tucker and Nicole
               follow him. Nicole catches up to him and grasps his hand. 

               Tucker holds the gun.

               Matt pushes open the door and they walk out, eclipsed by the
               morning sun. They walk into the sunrise, away from Reiniger
               High School. Escape from the prison.

               Suddenly, we hear it. Silent at first, but growing louder
               until it reaches a deafening volume: the moaning of the
               undead.

               As we remain on the entrance door, images of a military plane
               flying in the sky flash by in the blink of an eye. Something
               falls from the plane...very fast.

               Suddenly, there is a rushing noise, followed by a SUDDEN
               FLASH OF WHITE...and then nothing at all.

                                                          ROLL CREDITS.


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