DARK CITY
                                 by

                             Alex Proyas

                      Revised draft May 9, 1994






     INT.  OPENING MONTAGE

     OVER BLACK a low rumble increases in volume.


     FADE UP:

     A GLOVED HAND wraps around a bulky scissor-switch, thrusts
     DOWN.

     SNAP!  -  Electricity arcs through darkness.

     OS SOUND of MACHINERY turning on.

     TITLES OVER

     MONTAGE OF CLOCKS  -  VARIOUS.  The clocks are frozen, then second
     hands turn  -  TICKING gets louder...


     EXT.  CITY STREET  -  NIGHT

     The streets are empty  -  no sign of life.  Eerie silence.

     A DOORWAY opens in the side of a building, then:

     A line of shadowy figures walks out.  Men, dressed in black full-
     length coats, bald...

     The STRANGERS walk silently out into the city.


     INT.  BATHROOM  -  NIGHT

     SHADOWS DANCE  -  in and out of darkness.  A hooded light-bulb
     swings IN SLOW MOTION from the ceiling, its dim light REVEALS:

     A GLASS SYRINGE  -  broken on the floor.

     Clothes on a chair...

     Puddles of water on the floor...

     ANGLE ON SLEEPING EYES  -  Between waves of light they snap open and
     dart about in confusion.

     ON JONATHAN WALKER as he sits up.  Water splashes.  He's in a tub
     of long-cold water.  His neck aches like he's been sleeping forever.

     TIGHT ON WALKER  -  he's in his early thirties, dark featured.

     HIS P.O.V.  -  looking around the room.  Everything's strange,
     unfamiliar.

     He stands, steps from the tub.

     ANGLE  -  THE SWINGING LIGHT BULB.  Walker's hand ENTERS FRAME,
     stops the bulb mid swing.

     ON HIS REFLECTION in a cracked wall mirror.  He moves to the mirror
     and looks at himself.  A line of blood runs across his face, from a
     point between his eyes.  he wipes it away, and notices a tiny pin-
     prick wound on his forehead.

     WALKER'S P.O.V. PUSHES TOWARDS a circular window.  The glass is
     cracked, covered in grime.  His hand wipes it, this only smears the
     dirt, but the window is unlatched and swings open with a creak.

     It's dark out there.


     EXT.  BUILDING  -  NIGHT

     WALKER  -  from outside the window  -  ANGLE BECOMES A RAPID FLYING
     P.O.V. PULLING BACK in silence until the window is a SPECK on the
     side of a vast grey tower.


     INT.  BATHROOM  -  NIGHT

     Walker shivers, cold.  He picks up the clothes lying on the chair
     and puts them on.  Loose trousers with braces, a plain shirt,
     leather shoes with HOLES in both soles.

     Now he steps to the door, hesitates, hand inches from the doorknob. 
     He leans down.

     TIGHT ON HIS EYE  -  blinking through the key-hole.

     P.O.V. OF AN EMPTY ROOM  -  A glimpse of motion  -  the door across
     the room (leading to a corridor?) is shutting.


     INT.  HOTEL  -  NIGHT

     WALKER pushes the door open, steps into the adjoining room.  No sign
     of life.

     He's unsteady on his feet, doesn't notice a fishbowl on a table near
     the door, bumps it.

     THE BOWL falls to the floor.  Water goes everywhere.

     TIGHT ON A SMALL GOLDFISH flapping at his feet.  WALKER'S HAND
     ENTERS FRAME and picks the fish up.

     He steps back into the bathroom and throws the fish into the murky
     water in the tub.

     BACK IN THE OTHER ROOM  -  SERIES OF ANGLES ON WALKER

     He moves cautiously through the room.  He turns a light on.

     A CLOSET  -  Walker's hand opens it.  A grey coat hangs inside.  He
     goes through the pockets and finds a WALLET.

     TIGHT ON THE WALLET  -  There's no I.D. in it, just:

     A laundry bill;

     Some money;

     A business card for something called "Neptune's Kingdom";

     And a postcard from "Shell Beach", a sea-side town.

     With trembling hands, Walker puts everything back into the wallet
     and looks around the room once again.

     As he does this, he notices something on the floor.

     HIS P.O.V. follows a dark stain on the floorboards, to a woman's
     bare foot behind the bed.  In the shadows there lies a WOMAN'S BODY,
     naked, in a RAPIDLY EXPANDING pool of blood.  Her eyes stare
     lifeless.

     Walker throws his hands over his mouth.


     INT.  HOTEL CORRIDOR  -  NIGHT

     Walker staggers from the room, grabs a wall for support.

     DING!

     At the end of the corridor, elevator doors open TO REVEAL: TWO
     SHADOWY FIGURES  -  ONE TALL, ONE VERY SHORT.

     Walker instinctively flattens himself against the wall.

     The figures step from the elevator  -  still in shadow  -  he can't
     see them clearly.

     Walker makes for the stairs.


     INT.  LOBBY  -  NIGHT

     Walker rushes past a deserted front desk.  A VOICE from the back
     room stop him in his tracks:

                            HOTEL MANAGER O.S.
                  You gotta message.

     Walker looks uncertainly towards a bead curtain.

                            MANAGER O.S.
                       (Cont.)
                  Message!  You deaf?

     Walker looks to a series of nooks for messages in front of him.  In
     one he sees a little folded note.  Reaching across the desk, he
     glances through the beads into the manager's office.  RADIO SOUNDS
     O.S.

     HIS P.O.V.  -  hard to see  -  the man sits in a chair, lit by the
     glow of a T.V. set.

     Walker grabs the note, looks at it.  It says:  JOHN WALKER  -  PLEASE
     CALL  -  ..  That's all  -  no number.  Walker thrusts the message
     in his pocket.

                            MANAGER O.S.
                       (Cont.)
                  When you gonna pay up?  That's three
                  weeks y-owe me!

     Totally confused now, Walker sees something.

                            WALKER
                  I...

     WALKER'S P.O.V.  -  a painting on a wall (cheap print variety)  -
     waves on a beach.  A breeze rustles the pages of a calender, pinned
     beside the picture.
   
     TIGHT ON WALKER  -  MOVE IN on his ear.  O.S. surf crashes on
     shore.  A WOMAN'S VOICE WHISPERS:

                            VOICE O.S.
                  What's your name...  What's your
                  name...

     He backs away from the painting, looks around in panic  -  sees a
     sign:  TOILETS.  An outlined hand points the way.

     A PHONE on the front desk starts ringing.

     The MANAGER,  a squat man with glasses, steps through the bead
     curtain just in time to see Walker run from the lobby.

                            MANAGER
                       (calls after him)
                  Hey!

     He grabs the receiver aggressively and barks into it.

                            MANAGER
                       (Cont.)
                  Yeah.  What?


     INT.  HOTEL CORRIDOR  -  NIGHT

     ANGLE FOLLOWS Walker as he pushes shakily through a red door, runs
     down a corridor.

     Pipes on the walls steam and drip water.

     Walker  rounds a corner, slips, nearly falls.


     INT.  MENS' ROOM  -  NIGHT

     Puddles on the floor, stains on the walls.

     Walker bursts through the door and into a cubicle.  He bends over a
     toilet bowl and VOMITS.


     INT.  HOTEL LOBBY  -  NIGHT

     The manager puts the phone down.  he returns to the back-room and
     is just turning the volume up on hhs radio, when:

     HAND-HELD P.O.V. watches him THROUGH the swaying beads hanging in
     the back-room doorway.  TWO FIGURES (these two are normal height)
     peer into the room.

                            STRANGER 1
                  Where is John Walker?

     THE HOTEL MANAGER stands, moves forward through the beads.

                            MANAGER
                  Whatcha want him for?  Friend of
                  yours...

     The manager trails off to silence  -  he's noticed just how weird
     these guys look.

     A BLACK GLOVED HAND suddenly GRIPS the manager's neck.  He
     struggles, gulps for air, is pushed back against the wall.

     ON THE MEN  -  STRANGERS  -  members of the mysterious group we saw
     earlier.  They wear long black coats, have extremely pale skin, and
     are completely bald.  Creepy.

                            STRANGER 2
                  Where is he?

     The leather glove SQUEEZES, and the manager makes like he wants to
     speak.  Stranger 2 loosens his grip.

                            MANAGER
                  He left...  five minutes ago...

     ANGLE ON  -  a tiny hand pulling at Stranger 2's coat.  The two
     Strangers move aside.

     The manager looks down to see A TINY CHILD-LIKE FIGURE.

     This MISTER SLEEP  -  a miniature version of the Strangers, a
     child but not a child.

     Mister Sleep steps forward and Stranger 2 leans down to let him
     whisper something in his ear  -  Mister Sleep never speaks above a
     whisper.

     Stranger 1 then stands upright and looks at Stranger 2.

                            STRANGER 1
                  Mister Sleep wants to play.

     Stranger 2 smiles.

     Mister Sleep steps towards the struggling manager.  A FLASH OF STEEL
     -  Mister Sleep grips a DAGGER by his side.


     INT.  MEN'S ROOM  -  NIGHT

     We are underwater.  WALKER'S FACE swims into view.  Bubbles spew
     from the mouth,  the eyes stare wide.

     ANGLE ON MEN'S ROOM

     Walker washes his face in a dirty sink.  He looks up, wipes his face
     dry with his coat.  

     ANOTHER ANGLE

     A breeze tugs at his stringy hair.  A tiny ventilation grill high on
     the wall above the sink looks out at the street.  Walker raises
     himself up on his toes.

     HIS P.O.V.  -  OUTSIDE

     Sheets of newspaper blow past.  A full moon, surrounded by blood red
     clouds, hangs above empty streets.

     He turns towards the door.

     There are TWO  -  identical.

     PAN BACK TO WALKER  -  Can't remember which door he came through.
     He takes a guess, opens one and steps into darkness.

     A moment too late he realizes he's picked the wrong door, tries to
     go back but the door CLICKS behind him:  locked.

                            WALKER
                  Shit!


     INT.  CONCRETE TUNNEL

     Pitch black.  Trickling water.  A distant P.A. VOICE recites names
     and numbers.  LIGHT, far away.

     MOVING ANGLE ON Walker as he walks.  He glances around, nervous.  He
     feels something in his pocket, pulls it out.

     ANGLE ON A REVOLVER in his hand.

     Walker comes to a halt, examines the gun carefully.  He opens the
     chamber.

     TIGHT ON THE GUN  -  six shiny bullets.

     He turns the chamber carefully, shuts it, doesn't really know what
     to do with it.

                            VOICE O.S.
                  There you are.

     Startled, Walker turns.  A figure moves out of darkness: It's
     STRANGER 1 from the hotel lobby.

     He studies Walker carefully.

     Walker glances about nervously  -  BACKS AWAY along the corridor,
     eyes on the man.

                            STRANGER
                  You are lost, yes?

     Walker has his back against the wall.  He sees that the Stranger
     holds a blade in his right hand.

                            STRANGER
                       (Cont.)
                  Do not make this difficult.

     Walker's cornered.  He remembers the revolver, LEVELS it at the  man,
     his hand shaking badly.

     ON THE STRANGER  -  advancing.  Something about his eyes makes
     Walker immobile, unable to think clearly.

                            STRANGER
                       (Cont.)
                  You will not shoot, yes.

     THE GUN FIRES once.  Red splashes on the man.  His shoulder.  But he
     keeps walking.  BANG!  Another shot.  He jerks as the bullet ripts
     into his chest, but keeps advancing.

     A final shot POINT BLANK into the man's forehead.  A stream of black
     liquid spouts from the hole.

     Blue smoke clears.

     Terrified, Walker lowers the gun.

     A BEAT of silence  -  the Stranger stands motionless.  Then his eyes
     roll up, and he collapses to the ground.

     Walker looks around uncertainly then runs, and disappears down a
     corridor.

     TIGHT ANGLE  -  on the fallen man  -  HOLD on the still figure, then
     feet step INTO FRAME.

     REVEAL Stranger 2  -  he looks around for Walker: not a sign  -  then
     bends down to his comrade.


     INT.  HOTEL CORRIDOR  -  MOMENTS LATER

     TRACK WITH STRANGER 2 as he walks UP THE CORRIDOR and into Walker's
     hotel room...

     REVEAL A HIDING FIGURE  -  a man wearing thick spectacles, clutching
     a leather bag, obscured by the shadows.  He watches the Stranger go
     past...


     INT.  ROOM 43/BATHROOM  -  NIGHT

     The room is illuminated by light spilling through the open door from
     the corridor.

     A TALL STRANGER, clutching a silver metal case, stands staring down
     at the BROKEN SYRINGE on the bathroom floor.  His expressionless
     face is as close to perplexed as it can get.  This is MISTER HAND.

     STRANGER 2 steps across to Mister Hand.  Stranger 2 just shakes his
     head slowly.

                            MISTER HAND
                  And Mister Quick?

                            STRANGER 2
                  He is alright.

     Stranger 2 indicates a small black box he holds in his open palm.

     Mister Hand nods, moves into the bedroom.

     Stranger 2 stops near the body of the dead woman, kicks at her with
     his foot.

     Mister Hand is at the OPEN WINDOW, looking out into the night.

                            MISTER HAND
                  We will find him.

     ANGLE PUSHES THROUGH WINDOW TO FRAME CITY SKYLINE...


     INT.  MORGUE/CORRIDOR  -  NIGHT

     CLICKING of new leather shoes, striking tiles.

     ANGLE MOVES WITH FRANK BUMSTEAD  -  police inspector.  He's forty,
     losing hair and gaining pounds.

     He reaches into his pocket, removes a SURGICAL MASK, places it over
     his nose and mouth.

     Suddenly a FEMALE MORTICIAN steps into the corridor.  Bumstead
     doesn't notice and runs right into her.  The mortician gasps on
     impact, startled.

                            BUMSTEAD
                       (to mortician)
                  Gesundheit!

     The mortician looks confused but she smiles politely.

     Bumstead is already moving off quickly.  He obviously has a lot on
     his mind.

     WIDER ANGLE  -  Bumstead stops before a man with a moustache
     standing at the end of the corridor.  Older and taller than
     Bumstead, he is dressed identically to the inspector.  This is his
     superior:  CHIEF-INSPECTOR MARCUS STROMBOLI.

                            BUMSTEAD
                       (Cont.)
                  Good evening, sir.

                            STROMBOLI
                  You're late.

                            BUMSTEAD
                  Really?
                       (looks at watch)
                  Actually, according to my watch,
                  I'm...

                            STROMBOLI
                  Why have you got that thing on your
                  face?

                            BUMSTEAD
                  Germs, sir.  This place is full of
                  them.

                            STROMBOLI
                       (even)
                  Mm-hm.

     Stromboli waves dismissively.

                            STROMBOLI
                       (Cont.)
                  Fine.  This way.

     He leads Bumstead into a tiled room containing several COVERED
     BODIES.  The two men are greeted by a CORONER and a very thin
     forensics man named EUGENE CAPEK.

                            CORONER
                  Gentlemen.  Running ahead of
                  schedule tonight?

     Stromboli looks annoyed, glances briefly at Bumstead.

                            CORONER
                       (Cont.)
                  Make yourselves at home.

     Stromboli then ignores the coroner and, after a quick nod to Capek,
     walks along the row of corpses.  Bumstead follows.

     ANGLE MOVES WITH STROMBOLI  -  as he silently throws back covers to
     reveal horribly mutilated BODIES.

                            STROMBOLI
                  We know very little about him.  He
                  likes to cut them.  Always the same
                  type of blade.  A match in each
                  case...

     He removes the sheet froma YOUNG WOMAN.  Capek takes particular
     interest in this corpse.

                            STROMBOLI
                       (Cont.)
                  The latest.  Pretty.
                       (looks at her face)
                  He made incisions in her jugulars
                  and strung her up by her ankles.

                            CAPEK
                  To drain the blood.

                            STROMBOLI
                  Yes.  Then he dumped her in the
                  canal.

     STROMBOLI shakes his head, turns away from the body, looks at
     Bumstead.

     IN THE B.G.  -  Capek and the coroner are talking quietly to each
     other, we cannot hear what is said.

                            STROMBOLI
                       (Cont.)
                  Capek here, is the new chief of
                  Forensics.  You'll be seeing a lot
                  of each other.

     Bumstead and Capek shake hands.

                            BUMSTEAD
                  What about Kowolski, sir?  Isnít it
                  his case?

                            STROMBOLI
                  Kowolski's had some kind of a
                  breakdown or some damn thing

                            BUMSTEAD
                  I didn't know that.

                            STROMBOLI
                  I thought it best he take a long
                  rest.  The case is your
                  responsibility now.
                       (less business-like)
                  And howís your mother?

                            BUMSTEAD
                  She's...  progressing, thankyou.
                  She...

                            STROMBOLI (cuts in)
                  Very good.  Give her my regards,
                  will you.
                       (turns to Capek)
                  All yours Doctor.

     Capek nods slowly, and turns to start examining the woman.

                            STROMBOLI
                       (Cont.)
                  Letís go, Bumstead.  So much to do
                  and so little time.


     EXT.  BUILDING  -  NIGHT

     A large faded BILLBOARD on a building facade:  an advertisement
     featuring a smiling woman clutching a product called, "LUMP-O"  -  a
     cereal box.

     ANGLE MOVES IN STEADILY, rises upwards, CLOSER on the womanís face,
     ENTERS a hole at the centre of her PAINTED IRIS.


     INT.  STAIR-WELL

     A raftered room on the other side of the billboard.  CAMERA TILTS TO
     a convoluted staircase  -  at the base, the SHADOW OF A MAN runs.

     MOVING ANGLE on running feet  -  TILT UP TO REVEAL WALKER.

     A DEAD-END.  Walker stops, looks up.  Heís breathing hard.  He
     starts to shake.

     ABOVE, the walls stretch away into darkness.  An OPENING way up
     there  -  he can see stars.

     A RUSHING NOISE in the distance.  Wind starts to kick up trash.

     Walker reaches into his coat pocket and removes what appears to be
     a collection of newspaper clippings.  A WALLET-SIZE TATTERED
     PHOTOGRAPH is folded amongst these:  a woman's face.  He holds the
     photo up.  There's handwriting on the back:

                  ...LOVE YOU FOREVER  -  EMMA...

     Then he looks through the clippings.  He starts to shuffle
     frantically from one clipping to the next.

     His LEGS SLIP from under him and he falls to the ground.  He holds
     his head like itís going to explode.  A whimper sounds deep in his
     throat.  His body is trembling violently.

     PUSH IN TIGHT  -  the clippings on the ground.  Several front-page
     headlines.  As the wind picks up and carries off each subsequent
     clipping we catch glimpses of the headlines:  MAN-HUNT CONTINUES
     FOR SERIAL KILLER!  KILLER STRIKES AGAIN!  POLICE SAY:  KILLER ON
     THE RUN!

     Walker looks up  -  terrified.  The RUSHING NOISE O.S. again.


     INT.  CORRIDOR  -  NIGHT

     TIGHT ON a flaking door.  A hand ENTERS FRAME and pushes the buzzer.
     The door opens almost immediately  -  an OLD WOMAN looks out.

                            OLD WOMAN
                  Yes?

                            SCHREBER O.S.
                  My name is Schreber  -  Doctor
                  Daniel Schreber.  I'm here to see
                  Mrs. Walker.

                            WOMAN'S VOICE O.S.
                  Who's there, Mother?

     The old woman turns into the room.

                            OLD WOMAN
                  It's a Doctor Daniels...

     REVEAL DOCTOR SCHREBER  -  he wears thick glasses, in his late
     fifties.  He's breathing heavily like he's been running.

                            SCHREBER
                  Schreber, Madame...  Doctor Sch...

     Suddenly EMMA WALKER is standing in the doorway  -  she's in her
     early thirties, red hair, attractive, but looking like she hasn't
     slept much.

                            SCHREBER
                       (Cont.)
                  You are Emma?

                            EMMA
                  What do you want?

                            SCHREBER
                  It's about your husband.

                            EMMA
                  You know where he is?

                            SCHREBER
                  Not exactly...
                       (pauses  -  smiles)
                  May I come in?

     Emma and her mother move aside and let Schreber pass.


     INT.  EMMA'S APARTMENT  -  NIGHT

     ANOTHER ANGLE LEADS Schreber into the room as he sits on a sofa  -
     he has to clear away clothes to make a space for himself.

                            SCHREBER
                  I'm John's doctor.  He was coming to
                  me regularly.  Did he mention
                  anything about this to you?

                            EMMA
                  He said he needed emotional support,
                  but I didn't know he was seeing
                  anyone...

                            SCHREBER
                  When was the last time you spoke to
                  him?

                            EMMA
                  Three weeks ago.
                       (beat)
                  We've been separated for awhile,
                  and...

                            SCHREBER
                  Yes  -  I know.  Do you think I
                  could have some water?  I'm a little
                  parched.

     Emma's mother smiles and heads for the kitchen, an adjoining
     room.

                            SCHREBER
                       (Cont.)
                  Emma, I'm here because I think John
                  is in trouble  -  I'm not sure what
                  kind exactly, but I know we must
                  find him.

     Schreber accepts a glass from Emma's mother.

                            SCHREBER
                       (Cont.)
                  Thankyou.

                            EMMA
                  Do you know why he stopped calling
                  me?

                            OLD WOMAN
                  He's irresponsible, that's why.
                  Emma's four months pregnant,
                  y'know...

                            EMMA
                  Mother.

     Schreber drinks in big gulps  -  nearly the whole thing.

                            SCHREBER
                  Good.  I was so thirsty.

     He puts the glass down.

                            SCHREBER
                       (Cont.)
                  When I spoke to him, John was very
                  confused.  He seemed lost.

                            EMMA
                  I don't understand...

                            SCHREBER
                  I'm afraid I mean that literally.
                  He's lost himself  -  his identity.
                  He has no understanding of who he
                  is.

     Emma sits, looks at the floor.

                            EMMA
                  How did this happen?

                            SCHREBER
                  I don't know.  The important thing
                  is we must help him.  He may contact
                  you.  You must get him to tell you
                  where he is, then call me
                  immediately.

     He places a business card on the coffee table.

                            SCHREBER
                       (Cont.)
                  Do not try and reason with him,
                  Emma.  Please leave that to me.  It
                  is very important you call me.

     Emma just nods.


     INT.  POLICE STATION  -  NIGHT

     BUMSTEAD is moving quickly.  He passes a grey-haired uniformed cop,
     OFFICER HUSSELBECK, pacing in the opposite direction.

                            HUSSELBECK
                  'Evening, Bumstead.

                            BUMSTEAD
                       (nods)
                  Husselbeck.
                       (points at Husselbeck's
                        shoe)
                  Lace is untied.

     Husselbeck looks down.  Bumstead doesn't lie.

     Husselbeck crouches to tie his shoe, as Bumstead KEEPS MOVING,
     rounds a corner and is gone.

     SEVERAL ANGLES  -  as Bumstead paces with determination through the
     corridors of PRECINCT 7.  Like everything else in the city the
     station is cast, desolate, and decrepit.  Not much sign of police
     activity, but voices and ringing phones are heard echoing from a
     distance.

     HIS P.O.V.

     A door  -  KOWOLSKI:  DETECTIVE/INSPECTOR on the frosted glass.
     Bumstead stands, pushes into the office.


     INT.  KOWOLSKI'S OFFICE  -  NIGHT

     INSIDE Chaos  -  paperwork everywhere, dozens of used coffee cups,
     rotting food in greasy paper bags.  Bumstead shakes his head slowly.

                            BUMSTEAD
                  A shame...

     He starts to look around.

     TIGHT ON FILING CABINET  -  a drawer is pulled open.  Kowolskiís
     files are also a mess.

     Bumstead continues to shake his head.  He reaches for a file.  A
     loud SNAP!

                            BUMSTEAD
                       (Cont.)
                  YAAAAAAAAAH!

     He recoils.  A mousetrap has caught his fingers.  He pulls it off
     his hand, throws it to the floor, cursing.

                            BUMSTEAD
                       (Cont.)
                  Dammit!

                            VOICE O.S.
                  Excuse me...

     Bumsteads spins to see a tall, stiff-looking woman of about thirty
     -  this is PATRICIA CRENSHAW.

                            CRENSHAW
                  I didn't mean to startle you.  I'm
                  Patricia Crenshaw, your new
                  assistant.

     She puts out her hand.

                            CRENSHAW
                       (Cont.)
                  The Chief-Inspector assigned me.  He
                  thought you could use some help.

     Bumstead raises an eyebrow.

                            CRENSHAW
                       (Cont.)
                  He was quite specific.  He said you
                  needed someone to keep track of your
                  appointments.

                            BUMSTEAD
                  I see.

     He takes her hand tentatively.  They shake.

                            CRENSHAW
                  I can also take short hand.  I type
                  over forty words per minute, and...

                            BUMSTEAD
                  Yes, fine, but I'm very busy right
                  now as you can see...

                            CRENSHAW
                  Is there anything I can do?

     Bumstead looks at her for a moment.

                            BUMSTEAD
                  I suppose you can help.  This office
                  needs to be put into order.  I'm
                  looking for files on the serial
                  killer case.

                            CRENSHAW
                  Certainly, sir.  I'll get on it
                  right away.

                            BUMSTEAD
                  Kowolski was a little...  paranoid.
                  He probably set more traps, so be
                  careful.  Get a couple of uniforms
                  to help you.  Bring any files you
                  find to me.

                            CRENSHAW
                  Uniforms?

                            BUMSTEAD
                  Police officers, Miss Crenshaw.

     Bumstead turns to walk away.

                            CRENSHAW
                  You wonít regret this, sir.

     Bumstead just moves off.


     INT.  BUMSTEAD'S OFFICE  -  LATER

     TRACK PAST towering files bursting at the seams with paperwork, TO
     FIND Bumstead hunched over notes, photographs, reports.

     SUDDENLY a steaming cup goes down in front of him

     Bumstead looks up to see Crenshaw standing in front of him.  She
     clutches another big pile of paperwork which she puts down on his
     already overcrowded desk.

                            CRENSHAW
                  Are we making progress?

     He looks at her like she just slapped him.

                            BUMSTEAD
                  There are so many leads here, and
                  none of them organised or followed
                  up...  I don't understand it at all.

     Bumstead picks up the cup Crenshaw placed before him, takes a sip
     -  and nearly gags.

                            CRENSHAW
                  Something wrong?

                            BUMSTEAD
                  It's coffee.  I don't drink coffee.

                            CRENSHAW
                  Oh...

                            BUMSTEAD
                  Get a hold of Capek for me, will
                  you.

                            CRENSHAW
                  Capek?

                            BUMSTEAD
                  Forensics.

                            CRENSHAW
                  Right away.

     She goes to leave then stops.

                            CRENSHAW
                       (Cont.)
                  Is there something you do drink?

     Bumstead's already buried in the files  -  he doesn't look up.

                            BUMSTEAD
                  Tea.  Milk.  One sugar.

     She smiles enthusiastically and leaves.  Bumstead watches her go,
     then looks down at the file in front of him.

     HIS P.O.V.  -  a tattered business card is clipped to some
     documents.  It says in simple print:  DOCTOR D.P. SCHREBER.


     EXT.  FLYING P.O.V.  -  NIGHT

     A FLYING PERSPECTIVE past buildings.  Way down BELOW, in a canyon of
     silent buildings, a LONE FIGURE walks.


     EXT.  DOWN ON THE STREET  -  NIGHT

     Wind pulls at WALKERíS hair and coat.  He takes out the wallet  -  a
     few dollars.

     HIS P.O.V. AS HE WALKS

     The city is DEAD.  Empty.  Desolate.  Buildings hang down out of the
     gloom.  Day-light was never invented here.

     As he puts the wallet back in his pocket, a BUSINESS CARD flutters
     to the ground.  He stops, picks it up.  It's one of Schreber's cards
     (like the one Bumstead found).  Scribbled handwriting on the back
     says:  Thursday 0930.

     ON WALKER  -  he glances across the street now.

     HIS P.O.V.  -  a cafe.  A broken NEON FISH buzzes ON/OFF above the
     doorway.


     INT.  CHINESE CAFE  -  NIGHT

     Walker climbs rickety stairs into a small room with a half dozen
     tables.  Empty.  Dirty.  He sits and puts his face in his hands.

     A CLOCK ticks on the wall.

     A NOISE from a doorway.  A SHADOW moves towards him, dragging one
     foot as it walks:  A TINY ASIAN WOMAN appears and limps to his
     table.  She speaks very quickly IN CHINESE.

     Walker obviously doesn't understand a word she says.

     She points to a chalk board on the wall  -  a list of dishes also in
     Chinese, only one in English  -  the last one, at the bottom, in
     small print:  "NOODLES".

                            WALKER
                       (nods)
                  Okay.  Give me the noodles.

     The old woman rips a YELLOW TICKET from a pad, gives it to Walker.
     A number on it.  She points her crooked finger again  - at a SPEAKER
     BOX above a small serving window in the wall.

                            WOMAN
                  We call.

     She leaves.

     Walker looks about the empty room.

     An old air-conditioner RATTLES noisily.

     NOISES from the kitchen  -  voices argue in Chinese, a baby cries.
     Then SILENCE.

     Walker removes the one newspaper clipping he managed to save from
     his coat and starts to read.


     INT.  BATH-HOUSE  -  NIGHT

     DOCTOR SCHRBER walks down a long corridor.

     People in towels and swimming outfits sit and stand silently lined
     by a wall, staring into space.

     Schreber walks into a tiled room thick with steam.  He walks the
     length of a large heated pool  -  one or two people swim about
     weakly or sit on the edge washing themselves.

     TIGHT ON SCHREBER  -  He removes his clothes and steps gently into
     the tepid pool.

     The last we see of the doctor, he is immersing himself in the water
     as a big cloud of steam obscures him.


     INT.  CHINESE CAFE

     Walker is still waiting for his food.

     Layed out in front of him on the table are all the clues of his
     existence.

     he looks closely at the card from "Neptune's Kingdom".  He turns it
     over.  On the back is a scrawled name:  KARL  -  it says.

     He yawns.  His head nods forward briefly.

     A NOISE.  Walker looks up.

     A TRAP-DOOR has opened in the ceiling.  Two feet in black leather
     shoes descend from the hole.  A sea breeze blows through the room. 
     The SOUND OF SURF, SEAGULLS CRY.

     One by one, THREE FIGURES lower into the room, floating on air.
     They land gently, step forward.

     Walker is too scared to move.

     ON THE MEN  -  though their faces cannot be seen clearly in the
     gloom, they are obviously STRANGERS.  They walk to Walker and lean
     over him.

                            STRANGER 1
                  Donít fall asleep.
                       (chuckles softly)
                  Might never wake, yes.

     This man turns to the others.  They all smile, then turn back to
     Walker.

                            STRANGERS
                       (together)
                  Fifty-six.

     ANGLE  -  a chair falls to the floor.

     Walker LEAPS UP from the table, terrified, disoriented.  Just a
     DREAM  -  he had dozed.

     The Chinese woman's VOICE crackles over the speaker:

                            WOMAN O.S.
                  Fifty-six...  Fifty six...

     WIDEN ANGLE  -  The place is still empty.

     Walker glances to the serving window.  A DISH waits for him.  He
     gets up and retrieves it.

     TIGHT ON  -  a bowl of soupy liquid with noodles sitting before
     Walker.

     WIDER  -  He eats ravenously, dispenses with the spoon, and gulps
     straight from the bowl.


     INT.  BATH-HOUSE  -  NIGHT

     Doctor Schreber paddles INTO FRAME and rests against the side of the
     pool.

     A P.A. VOICE CRACKLES  -  echoing through the bath-house which now
     seems devoid of life apart from the doctor.

                            VOICE
                  Closing time in five minutes...

     WE NOW SEE, behind Schreber, the LARGE SHADOW of a man, cast
     against a tiled wall.

                            SCHREBER
                  It's not as if it's the first time
                  this has happened.  There's always
                  a...  stray or two.  You've dealt
                  with this kind of thing before.

     CAMERA PANS from the shadow TO REVEAL MISTER HAND.

                            MISTER HAND
                  But this situation seems to be quite
                  uncommon, yes?

                            SCHREBER
                  What makes you say that?

                            MISTER HAND
                  There are strays.  But we always
                  find them, wandering like lost
                  children.  This one has evaded us.

                            SCHREBER
                  I still don't understand what you
                  want from me?

     Mister Hand does not answer.  Two other strangers MOVE INTO THE B.G.

                            MISTER HAND
                  He is your patient  -  he will comes
                  to you, yes.

                            SCHREBER
                  Perhaps.  Under the circumstances,
                  he might do anything...

                            MISTER HAND
                       (cuts in)
                  He will come to you.  It is a matter
                  of time.  You will contain him and
                  notify us.  This is of great concern
                  to us, Doctor.  Mister Black will
                  be asking questions, yes.

     Mister Hand goes to leave then turns back.

                            MISTER HAND
                       (Cont.)
                  Next time we meet, we would prefer
                  it was elsewhere, you know how
                  uncomfortable all this moisture is
                  for us...

     THE THREE STRANGERS STEP FROM FRAME  -  after a beat we hear a door
     shut OFF CAMERA.

     PUSH IN on Schreber  -  as the ANGLE TIGHTENS we see the fear in his
     eyes.


     EXT.  STREET  -  NIGHT

     Walker crosses the street.

     HIS P.O.V.  -  Across an empty plaza is store.  A sign above the
     door:   DRUGS OPEN 24 HOURS and in smaller print, recently added
     beneath:   SPECIAL: SHAVE & HAIRCUT $2.00.


     INT.  DRUG STORE  -  NIGHT

     Walker paces between bare, dusty shelves.  Only one shelf carries
     products  -  BOX AFTER BOX OF "LUMP-O".  He moves up to a small
     counter.  A BARBER, is seated there.

                            WALKER
                  I need something for a head-ache.

                            BARBER
                  Looks like you need a haircut to me.

                            WALKER
                  Thanks anyway, but...

                            BARBER
                  Only two bucks.  Shave as well.

                            WALKER
                       (annoyed)
                  Your sign says you sell drugs...

                            BARBER
                  Sure!  Relax.

     He waves at a shelf above his head, crammed with bottles of all
     sorts of different coloured capsules.

                            BARBER
                       (Cont.)
                  Tell you what  -  let me cut yer
                  hair, give ya whatcha need half
                  price.  Canít argue at that!

                            WALKER
                  I donít want a haircut.

     LATER

     CAMERA TRACKS OFF a clock on a wall  -  REVEALS WALKER in a barber
     chair.  The BARBER gleefully works on WALKERís hair.

     A thin OLD GUY in a moth-eaten suit steps from behind a curtain,
     playing a violin passionately but badly.

                            BARBER
                       (talks fast)
                  Cut hair when I was in the navy,
                  yíknow  -  havenít lost the touch.
                  Betcha happy ëbout that, huh!

                            WALKER
                  Know how I can get to the ocean from
                  here?

                            BARBER
                  Ocean, huh?  Vacation?

     The old guy with the violin moves back and forth behind Walker,
     smiling as he plays.

                            WALKER
                  Something like that.

                            BARBER
                  Nope.  Never been there.

                            WALKER
                  But you just said...

                            BARBER
                       (cuts in)
                  Grandpa thought customers might like
                  some mood music.

     He looks out the window as his hands busily trim hair.

                            BARBER
                       (Cont.)
                  Cold lately.
                       (lathers Walkerís face)
                  That night, couple weeks ago.  That
                  was real cold.  Remember that?

                            WALKER
                  No...

                            BARBER
                  Yeah, Iím the same.  Wife thinks I'm
                  going senile.  But she canít
                  complain.  Heh!  The erector set
                  still works good.
                       (points to head)
                  And this ainít no rug!  G'head!
                  Feel it!  All mine!

     Grandpa laughs and plays louder.

                            GRANDPA
                  Yes.  Feeeeel it!

     PUSH IN ON WALKER  -  he smiles weakly.


     EXT. DRUGSTORE  -  LATER

     Walker steps out, sporting a hair-cut.  He takes the cap off a small
     bottle of pills in his hand and takes a couple.

     He sees a phone-booth across the street, walks over and steps...

     INSIDE  -  Walker dials the OPERATOR.  A muffled voice over the
     line.

                            WALKER
                  Have a John Walker listed?...
                  Walker...  How many?...

     He's sweating.  He wipes his brow with a trembling hand.

                            WALKER
                       (under his breath)
                  Shit.
                       (under his breath)
                  Are the numbers listed by area?...
                  I don't know which area...  Any of
                  them near the ocean?...  The
                  ocean...  Never mind...  No.  Forget
                  it.

     He hangs up.

     TIGHT ON  -  Walker's hands flicking through the phone book.  He
     finds the "Walker" page, rips it out, and shoves it in his pocket.

     Then he decides to rip some more pages out.

     He steps from the phone-booth and sits on the sidewalk, takes off
     his shoes.  He folds the pages, stuffs them into his shoes to plug
     the holes, then puts his shoes back on.

     Now he thinks of something.  He takes out his wallet and removes
     Schreber's card.


     INT.  SCHREBER'S OFFICE  -  NIGHT

     TIGHT ANGLE  -  A phone on a shiny desk rings and a hand picks it up
     immediately  -  TILT TO SCHREBER.

                            SCHREBER
                  Yes...  This is Schreber...

     He listens for a moment then suddenly reazlises who it is.

                            SCHREBER
                  Where are you?  I've been very
                  concerned about you.  You must come
                  and see me immediately...


     INT.  PHONE BOOTH  -  SAME  -  INTERCUT WITH SCHREBER AS
     NEEDED

     Walker on the phone, scans the street nervously.

                            WALKER
                  You know who I am?

                            SCHREBER
                  Of course, Mister Walker.

                            WALKER
                  I called because I thought you could
                  help.  I'm finding it difficult...
                  remembering.

                            SCHREBER
                  I understand.  Of course I can help
                  you.  But you must come and see me  -
                  we cannot discuss this matter on the
                  phone...

     Walker is very agitated now, his voice getting edgy.

                            WALKER
                  What do you know about me?  How well
                  do you know me?

                            SCHREBER
                  I know you are in trouble, if that's
                  what you mean...

                            WALKER
                       (cuts in)
                  Am I the killer?

     There's a pause on the other end of the line.

                            SCHREBER
                  You don't know the answer to that?

                            WALKER
                       (loses it)
                  I told you, I can't remember a damn
                  thing!  I mean, I thought because I
                  couldn't remember I might have...
                  but the idea of killing...  it
                  repulses me, do you understand?

                            SCHREBER
                  Of course.  Please, calm yourself...

     Suddenly Walker sees TWO FIGURES APPROACH.  He drops the phone and
     runs, hides behind a wall.


     INT.  SCHREBER'S OFFICE  -  NIGHT

     Schreber realizes Walker is not there.

                            SCHREBER
                  Mister Walker?  John!


     EXT.  STREET  -  NIGHT

     Walker, still hiding behind the wall, watches the figures approach.
     He accidentally backs into some trash-cans.

     ANGLE ON  -  the figures.  O.S. sound of a trash-can getting
     kicked.  They turn towards the noise:  STRANGERS  -  Walker's
     bizarre pursuers.


     EXT.  CITY STREETS  -  NIGHT

     A BLACK SEDAN drives over a rusty suspension bridge.  Stone
     gargoyles look down at the lone vehicle.  Streets are empty.


     INT.  BUMSTEAD'S CAR  -  NIGHT

     INSIDE THE CAR Bumstead has appointed his unmarked-marked police
     vehicle with all the comforts of hime:  hot thermos, note pad holder
     (complete with light), coat hanger, gun rack.  A system for
     everything.

     Bumstead stares blankly ahead.  He chews on the last bit of
     sandwich, removes a small brush from the glove box, and delicately
     cleans the crumbs from his trousers.


     EXT.  HOSPITAL ENTRANCE  -  NIGHT

     BUMSTEAD'S CAR pulls up and stops.

     INSIDE THE CAR  -  Bumstead grabs a bunch of flowers off the back
     seat.


     INT.  HOSPITAL  -  NIGHT

     BUMSTEAD pushes through a swinging metal door  -  enters a sterile
     air-conditioned room  -  and walks to an INTERN sitting behind a
     glassed-in counter.  He talks to the intern through a tiny opening
     in the window.

                            BUMSTEAD
                  Bumstead.  I'm here to see my
                  mother.

     INT. HOSPITAL ROOM  -  SAME

     Bumstead enters darkness  -  pneumatic MACHINE NOISE fills the
     gloom.  He walks quietly to his MOTHER, encased in a metallic
     contraption, something like an iron lung.

                            BUMSTEAD
                       (whisper)
                  Brought you these.

     He places the flowers into a small vase on the bedside table  -
     arranges them, then re-arranges them.

     ON HIS MOTHER  -  who just stares expressionless, in a coma.  Her
     life-sustaining machines hiss and breathe.

     Bumstead seems pleased finally with the flowers and he sits on a
     metal chair, looks at the woman.

                            BUMSTEAD
                  I've been doing some thinking
                  lately.  I've been trying to
                  remember things before you got
                  sick...

     He stops momentarily and stares into a dark corner of the door.

                            BUMSTEAD
                       (Cont.)
                  Do you remember the two little girls
                  I used to play with when I was
                  young, the twins who lived next
                  door?  I was thinking about them
                  yesterday and I couldn't remember
                  for the life of me what they looked
                  like...  Then I realised why...

     He brushes at a small piece of lint on his trousers.

                            BUMSTEAD
                       (Cont.)
                  They...  didn't have faces.

     He removes the lint and lets it float away in an air current.

                            BUMSTEAD
                       (Cont.)
                  Just...  skin.  Here.
                       (waves his hand past his
                        face)
                  No mistake.  I just hadn't
                  remembered it that way.  Until that
                  moment, they had been normal little
                  girls in my memory.

     He looks at his mother.

                            BUMSTEAD
                       (Cont.)
                  I think I'm going mad.


     INT.  CHURCH  -  NIGHT

     A PRIEST  -  is at the altar, cloaked in a blood-red robe, flanked
     by two ALTAR BOYS also in red.  Behind them is a statue of some kind
     of INSECT.

     The trio start to walk in circles as they chant softly.  Then they
     stop and stare at the CONGREGATION through eye-slits in their hoods. 

     TIGHT ON THE PRIEST  -  He begins his sermon.

                            PRIEST
                  Beware!  The night is deadly.  There
                  is a criminal among us.

     Walker moves into the church, through heavy carved doors.  He sits
     on A PEW, at the back of the room, tries to blend with the SMALL
     GATHERING sitting silently around him.

     TIGHT ON  -  the priestís hand pointing, moving over the heads of
     the congregation, accusingly, suddenly jabbing towards an OLD WOMAN
     in the front row.

                            PRIEST
                       (Cont.)
                  It could be the woman across the
                  street!

     Everyone turns to stare at the woman.  Sheís nervous  The hand
     moves slowly now, across to a YOUNG WOMAN several rows back  - she's
     oriental and quite beautiful.

                            PRIEST
                       (Cont.)
                  Or the girl next door!

     The priest pauses dramatically then:

                            PRIEST
                       (Cont.)
                  Or the man in the back row!

     Suddenly the finger is pointing at Walker. All the faces turn,
     stare suspiciously at Walker.

     ANGLE ON WALKER  -  frozen with fright.  Then the priest lowers his
     hand, continues the sermon.  The people look away.

                            PRIEST
                       (Cont.)
                  It could be anyone!

     Walker goes to leave, but as he stands, the DOORS of the church open.
     THE STRANGERS step inside.  They look around.

     Walker ducks down, crawls between pews, startling several people.
     He motions to them to keep quiet.

     Not looking, he runs into the legs of the Young Oriental Woman the
     priest pointed out.  She seems surprised but looks down at him and
     smiles.

                            PRIEST O.S.
                       (Cont.)
                  Evil stalks our streets.  It seeks to
                  hide in our hearts.  Have you not
                  evil within you now?

     Staying low, Walker runs, almost knocks over a large illuminated
     candle-holder, darts into a nearby CONFESSION BOX.

     INSIDE  -  Walker breaths relief.

     HIS P.O.V.  -  carved on the dark stained wood in front of him is a
     crucified insect.  A voice startles him  -  another PRIEST, OLDER.

                            PRIEST 2
                  You have sinned?

                            WALKER
                  No.  I...

     Walker watches the two Strangers walk past the ornate wooden grill
     in front of his face.

                            PRIEST 2
                 You seem restless.

     The Strangers looks at the box for amoment, towards Walker, but keep
     walking.

                            PRIEST 2
                       (Cont.)
                  I am listening.

     Walker takes out the gun, keeps it hidden from the priest.  Opens
     the chamber.

     TIGHT ON THE GUN  -  Only ONE BULLET left.

                            PRIEST 2
                       (Cont.)
                  Is there something wrong, my son?
                  You can tell me.

     Walker doesn't even hear this, he's staring at the Strangers  The
     priest notices Walker is looking out into the church.

                            PRIEST 2
                       (Cont.)
                  Let me help you.

                            WALKER
                  Thanks.  It's okay.

                            PRIEST 2
                  Is someone after you?

     Walker is surprised by the question.

                            WALKER
                  What?  No, of course not.

     The silhouette on the other side of the box suddenly stands.

                            WALKER
                       (Cont.)
                  Where are you going?

                            PRIEST 2
                  To notify the police...

                            WALKER
                  Please sit down.

     The priest just smiles and turns to leave.  Walker lunges, grabs his
     shoulder with one hand and points the gun at him.

                            WALKER
                       (Cont.)
                  Now listen.  I have to get out of
                  here.  Walk with me.  Quietly.
                       (holds up gun)
                  Understand?

     The priest nods.

     OUTSIDE the Strangers seem to have gone.

     Walker pushes the priest out of the confession box, grabs his coat
     from behind, puts the gun to his back.  They head for the doors.
     Still no sign of the Strangers.

                            PRIEST 2
                  Donít kill me!

                            WALKER
                  Be quiet!

                            PRIEST 2
                  Please...

     Walker loses his temper, tightens his grip on the priest.

                            WALKER
                       (not so quietly)
                  Iím not going to kill you, okay!

     Faces turn.

     The priest kicks Walker in the leg.  Walker winces in pain and the
     priest breaks away.

                            PRIEST 2
                       (shouting)
                  Criminal!

     People turn and look.  The GAUNT WOMAN points at Walker.

                            GAUNT WOMAN
                  Itís him!  Murderer!

     Frightened, Walker holds the gun up.

     Everyone starts to scream and run, people scatter, run for the exit.
     The gaunt woman is pushed screaming to the floor.

     Amidst the chaos, the two STRANGERS appear across the room, see
     Walker, head towards him.  He bolts.

     A STAIRCASE

     Walker climbs narrow stairs rapidly.


     INT.  BELL TOWER  -  NIGHT

     Walker enters a low, raftered room, with three huge black BELLS
     hanging in the center.  Nowhere left to go, just a long drop to the
     street through a series of arched windows.

     There's a SUDDEN GROAN OF GEARS in the ceiling and the bells start
     to SWING, building momentum.

     CLANG!  CLA-A-A-ANG!  A cacophony of noise.

     Walker puts his hands over his ears, turns to the stairs.

     HIS P.O.V.

     Through the swinging bells  -  the STRANGERS climb the last steps on
     the other end of the room.  They advance slowly, clutching daggers.

     Walker raises his gun.  Aims.  Difficult to find his target  - the
     approaching Strangers are obscured by the bells.

     Walker steps sideways, never taking his eyes off the men.  They
     follow him slowly, pivoting about the bells in the centre of the
     tower.

     The Stranger stop, separate, now approaching from OPPOSITE sides of
     the bells.

     Walker doesnít know where to point the gun  -  he swings back and
     forth, one to the other, as the Strangers approach  -  closer and
     closer.

     Then Walker thrusts the gun towards the head of Stranger 1 on his
     right, and FIRES.  Stranger 1 steps back, spouting liquid from the
     bullet hole, hits a low railing, FALLS into the shaft at the center
     of the tower.

     Stranger 2 SWINGS his dagger at Walker.

     Walker falls backwards, dropping the gun.  Stranger 2 advances,
     smiling  -  kicks the gun across the wooden floor.

     Walker notices a loose board in the floor.  Clutching at straws, he
     lifts his foot, kicks down hard.  The board flies up, pivoting
     against Walkerís heel, and catches Stranger 2 with a CRACK in the
     leg.

     Walker runs at the off-balance man, tackles him around the waist.
     Stranger 2 recoils, canít stop, steps off backwards into space,
     PLUMMETS INTO DARKNESS towards the street below.

     Walker turns, leans down to pick up his gun...

     Behind him SOMETHING is rising.

     Stranger 2 is LEVITATING HIMSELF back up to the bell-tower.  He
     lands behind Walker, lifts his dagger, steps closer and closer.

     Walker looks around.

     The Stranger lunges, driving Walker towards the shaft beneath the
     swinging bells.  Walker FALLS, dangles over dark space.  Stranger 2
     stands above him.

                            WALKER
                  What do you want?

     The Stranger says nothing, just looks at Walker with his black
     eyes...

     The bells are swinging like crazy now, VERY CLOSE to the Stranger.

     Walker stares at the man, who is hesitating for some reason.  TIGHT
     ON the Stranger's feet  -  he takes a small step BACKWARDS  - enough
     to put him in the path of the bell.

     The shiny rim of a bell CLIPS the Stranger's head and SLAMS it
     against a low wooden beam in the ceiling.

     The Stranger slumps to the ground, his head crushed beyond
     recognition.

     Walker pulls himself up  -  stands over the manís body, utterly
     perplexed by what just happened.  He's trying to decide what to do
     when A MOVEMENT catches his eye.

     TIGHT ON the dead man's ear  -  something moves inside.  A BLACK
     INSECT, half-dead, crawls out of his crushed head.

     Revolted, Walker SQUASHES the insect under his shoe.


     EXT./INT.  VARIOUS  -  MONTAGE

     Electricity ARCS between electrodes.

     A building against the sky.  The windows crack and then BURST OUT  -
     raining glass down on the street.

     A wall SPLITS OPEN.  Slime oozes through the crack.

     A toad cracks open.

     OVER THESE IMAGES  -  a high pitched sound BUILDS IN LEVEL, like
     many people screaming  -  it gets VERY LOUD...


     EXT.  BUMSTEAD'S BUILDING  -  NIGHT

     TIGHT ON  -  a wristwatch spinning backwards crazily  - completely
     haywire.

     BUMSTEAD stands on a street corner staring blankly at his watch. 
     Taps it several times, annoyed.

     A DISTANT RUMBLE builds and the pavement he is standing on trembles
     like a mini earthquake.  Then everything is still again.

     Bumstead looks up and walks rapidly towards a dilapidated three
     story building across the street.


     INT.  BUMSTEAD'S BULDING  -  NIGHT

     The inspector climbs stairs to a top floor.  He walks past a woman
     smoking in an open doorway.  This is HELEN  -  Bumstead's neighbour.

                            HELEN
                  Long night at the office?

     Bumstead smiles, but keeps moving past the wooman.

                            BUMSTEAD
                  'Evening, Helen.

     Bumstead takes his keys from his coat pocket, steps up to the door
     of his apartment, stops for a moment and looks back over his
     shoulder.

                            BUMSTEAD
                       (Cont.)
                  Say, know what time it is?

                            HELEN
                  Sure...
                       (looks at her watch)
                  ...that's strange.  My watch is
                  nuts.

     She looks at him and smiles.

                            HELEN
                       (Cont.)
                  Oh, well.  That'll teach me to buy
                  cheap crap...

     Bumstead smiles.

                            BUMSTEAD
                  Goodnight.

     Puzzled, he enters his room and shuts the door with a soft click.


     INT.  BUMSTEAD'S APARTMENT

     Bumstead puts down his bulging briefcase, takes off his coat and
     hat.

     Everything is extremely neat and organised, covering on all the
     furniture.

     TIGHT ON  -  a kettle being put on a stove  -  TILT UP to Bumstead
     looking ever more perplexed.

     HIS P.O.V. reveals a wall clock also spinning backwards.

     ANGLE ON  -  a footstool in the lounge room.  Bumstead steps INTO
     FRAME, carrying a massive PIANO ACCORDION.  He sits, places the
     instrument on his knee and starts to play.

     TIGHT ON HIS FINGERS dancing skilfully across the keyboard.  The
     instrument itself is beautiful  -  ornate and sparkling.  The music
     Bumstead makes is sad and hauntingly beautiful.

     INT.  BLACKNESS

     As our eyes adjust to the gloom...  THE CAMERA DESCENDS past pipes
     and soil, foundations and sewers  -  rapidly gaining speed until it
     is hurtling into the bowels of the city...


     INT.  UNDERWORLD  -  NIGHT

     ...THE CAMERA FINALLY STOPS ON A SILHOUETTED FIGURE sitting at a
     polished black table.

     A phone rings.

     FIGURE 1 picks up the receiver and listens attentively, then hangs
     up and writes something down, drops the note into A CHUTE.


     INT.  CONTROL ROOM  -  NIGHT

     The note falls from a slot in the wall before FIGURE 2 (in shadow
     again).  He reads from the note then takes a long stick and moves
     forward into the light.  We see he is a STRANGER.

     He uses the stick to push two small cut-out figures of men across a
     board, away from a large grouping of similar cut-outs.  The board
     resembles a planning table in a war-room.

     A HIGH ANGLE as the CAMERA PULLS BACK on the grouping of cut-out
     figures.  More and more of them.  Ten.  Twenty.  A hundred.  A
     sinister army.


     INT.  DARK CHAMBER  -  NIGHT

     TIGHT ON  -  A METAL ARM sweeping THROUGH FRAME in jerky increments.
     PULL BACK TO REVEAL  -  it's the second hand on A MASSIVE RUSTED
     METAL CLOCK.

     CRANE DOWN from the clock TO:

     DARK SILHOUETTES filing into a bunker-like room.  SILENCE except for
     echoic ticking.

     MISTER HAND walks in and sits near the front of the crowd.

     The STRANGERS have gathered.

     ONE MAN remains standing at the back of the room.

                            STRANGER 1
                  What is going to be done?  This
                  situation is dangerous, yes...

     A RUMBLING NOISE O.S. cuts him off.  Everyone looks UP:

     TO A PORTAL high on a wall.  The noise gets louder.  SEVERAL
     FIGURES on stilts run past outside the opening  -  then the noise
     subsides.

     While this spectacle is occurring, STRANGER 1 starts to tremble
     violently, seized with a kind of convulsion, he froths at the mouth
     and throws his head about.

     STRANGER 2  (standing beside Stranger 1)  opens a silver box,
     removes a small WRITHING WORM.  He places this on the tip of the
     trembling man's tongue, who swallows it and calms down.

     ANOTHER STRANGER rises suddenly, pushes forcefully to the front of
     the group.

                            STRANGER 3
                  What about the Dreaming!  It is my
                  responsibility to schedule this, we
                  must resolve this issue, yes?

     MISTER HAND faces him.  Stranger 3 is out of line, becomes agitated,
     as if to say something further, then pulls himself short, sits down.

                            STRANGER 2
                  This has gone too far!  Tell Mister
                  Black!  He'll know what to do.

     A murmur of general agreement.

     Stranger 1 stares blankly into space, he makes a peculiar clicking
     noise with his mouth, his eyes roll upwards.

                            STRANGER 4
                  No!  Tell him nothing!  Not until we
                  understand more.

                            MISTER BLACK O.S.
                  What is going on!

     Everyone goes very quiet (particularly Stranger 4, who actually
     cringes)  -  THE CAMERA PANS TO a doorway:

     Completely silhouetted, the hunched over figure of MISTER BLACK
     clutches his cane.

     He hobbles INTO LIGHT and walks slowly to the front of the room.
     He's much like the others but is very old.  He clears his throat,
     then:

                            MISTER BLACK
                       (Cont.)
                  Who will go first?

     ANGLE ON  -  the hushed group of Strangers.  No one speaks.

                            MISTER BLACK
                       (Cont.)
                  Let's get on with it, yes.

     Mister Hand steps forward.

                       MISTER HAND
                  There is a problem.  A man has
                  evaded us.  We have not been able to
                  find him.

     Mister Black says nothing for a moment  -  then he looks up at
     Mister Hand.  PUSH IN TIGHT on Mister Black and for the first time
     we see his piercing blue eyes.

                            MISTER BLACK
                  Go on.


     INT.  HOTEL LOBBY  -  NIGHT

     A PHOTO FLASH  -  illuminates the dead body of the hotel manager,
     slumped in his own blood.

     Bumstead leans INTO FRAME.  He examines several stab wounds in the
     man's abdomen.  VARIOUS COPS search the room in the B.G.

     Bumstead makes quick scribbles in his notebook then glances at the
     front desk.

     HIS P.O.V.  -  a dog-eared phone message ledger with coffee cup
     stains on it.

     Bumstead flicks through the last few pages, sees something.  He
     holds the ledger up to the light.

     TIGHT ANGLE  -  on the ledger.  We can make out the imprint of the
     note to Walker on the backing page...  PAN WITH Bumstead's finger  -
     a series of daily messages from Emma.

     Officer Husselbeck appears behind Bumstead.

                            COP
                  Got another one upstairs.

     Bumstead just nods silently.


     INT.  HOTEL CORRIDOR  -  NIGHT

     ANGLE ON  -  Bumstead climbing the narrow stairs near the elevator,
     followed by Husselbeck.  They step into the room where a LONE COP is
     dusting.


     INT.  HOTEL ROOM  -  NIGHT

                            BUMSTEAD
                       (to cop)
                  Take shots up here?

                            COP
                  Not yet.

                            BUMSTEAD
                  Where is everyone?

                            COP
                  Guess I'm it tonight.

     Capek and the coroner step into the room.

                            CAPEK
                  Bumstead.

                            BUMSTEAD
                  'Evening, Capek.

     Capek steps over to the woman's body, bends down to examine her.
     Bumstead looks over his shoulder.

                            BUMSTEAD
                  It's our friend?

                            CAPEK
                  These cuts were made by a long,
                  razor-like blade.  It's consistent
                  with the killer.

     The photographer from downstairs arrives and starts taking shots of
     the woman.

     Looking concerned, Capek pulls Bumstead aside.

                            BUMSTEAD
                  Something troubling you?

                            CAPEK
                  It's nothing specific.  But...

                            BUMSTEAD
                  Yes?

                            CAPEK
                  The wounds are so...  precise.

                            BUMSTEAD
                  Is that unusual?

                            CAPEK
                  In my past experience when they use
                  a knife they tend to be more random.
                  These are like a surgeon's incisions  -
                  specific, unemotional.

     Bumstead looks at the body for a moment.

                            BUMSTEAD
                  She been raped?

                            CAPEK
                  No.  In each case there has been no
                  sexual attack on the victim.

                            BUMSTEAD
                  What does all that tell us?

                            CAPEK
                  You got me, Bumstead.


     INT.  SUBWAY STATION  -  NIGHT

     WALKER RUNS like a madman.

     Underground.  CONSTANT NOISE O.S. of trains arriving and departing.

     He slips and FALLS, landing squarely in a puddle of soggy trash on
     the ground.  He sits up, not hurt, but covered in mud.

     Walker starts to laugh.

     MOVE IN TIGHT ON WALKER  -  as he starts to cry now.  He puts his
     head in his hands, his body spasms with each sob.

     SEVERAL ANGLES of the empty corridors of the subway.  Walker's
     crying is heard  -  echoic.

     BACK ON WALKER  -  A small feminine HAND touches his head.

     Startled, he throws himself back, and looks up frightened and ready
     to fight or run.

     THE ORIENTAL WOMAN (her name is MEI) from the church looks down at
     him.


     INT.  POLICE STATION HALL-WAY  -  NIGHT

     TRACKING SHOT towards a door:  CHIEF-INSPECTOR on the frosted glass. 
     A hand reaches INTO FRAME, knocks twice.

                            STROMBOLI O.S.
                  Enter!


     INT.  STROMBOLI'S OFFICE  -  NIGHT

     Bumstead steps into the office  -  finds STROMBOLI wandering about
     the room, distracted, searching for something...

                            STROMBOLI
                  What is it?

     He grabs the waste-basket and empties the contents onto his desk,
     sorts through it.

                            BUMSTEAD
                  A formality.  I need to speak with
                  Kowolski.

     Stromboli is looking through his desk drawers now.

                            STROMBOLI
                  What for?

                            BUMSTEAD
                  His reports are of no help.
                  Kowolsi has fabricated a bizarre
                  paranoid delusion.  I thought if I
                  could interview him personally I
                  might...

                            STROMBOLI
                  Leave him alone, Bumstead.

                            BUMSTEAD
                  It's extremely important to my
                  investigation...

                            STROMBOLI
                  Let me be the judge of that.  You've
                  seen for yourself he's unstable  -
                  by all rights I should've released
                  him from service  -  it's only for
                  the sake of his familt that I've
                  kept him on wages.  Now, anything
                  else?

     Stromboli is looking under his desk.

                            BUMSTEAD
                  Actually, I was wondering if you
                  could give me a few uniforms, to
                  follow up for me...

                            STROMBOLI O.S.
                       (pokes head above desk)
                  Impossible.  Got trouble up to my
                  ears right now  -  can't spare
                  anyone.  Get your assistant to do
                  that for you, she seems a capable
                  girl...

     Stromboli stands, looks behind pictures hanging off the walls.  A
     big sign suspended above his desk says:  SO MUCH TO DO, SO LITTLE
     TIME.

                            BUMSTEAD
                  Lost something, sir?

                            STROMBOLI
                  What makes you think that!  If you
                  would just learn to concentrate on
                  facts, not get so side-tracked  -
                  you might get things done faster
                  and...

     The door clicks shut.  Stromboli looks up  -  Bumstead has gone.


     INT.  POLICE STATION/SHOOTING GALLERY  -  LATER

     A series of ply-wood SILHOUETTES RACE THROUGH FRAME, stop suddenly,
     mechanically.  LOUD GUNSHOTS O.S.  Chunks of ply-wood blast away
     violently.

     BUMSTEAD is practising his marksmanship.

     A HAND  -  on his shoulder.  He whips around TO SEE  -  CRENSHAW  -
     she smiles stiffly at him.

                            BUMSTEAD
                  You must stop sneaking up on me like
                  that!

                            CRENSHAW
                  I'm sorry.

     Bumstead walks across to a table and puts his gun down.

                            BUMSTEAD
                       (looks at watch)
                  Damn.
                       (he unstraps watch  -
                        hands it to Crenshaw)
                  Here.  Fix this for me.

                            CRENSHAW
                  Yes sir.

     Bumstead paces from the room.


     INT.  BUMSTEAD'S OFFICE  -  SAME

     Bumstead enters followed by Crenshaw.  He GRABS a sheet of paper off
     his desk.

                            BUMSTEAD
                  You typed this report?

     Crenshaw steps over and looks at it.

                            CRENSHAW
                  Yes, sir.

                            BUMSTEAD
                  Look at it.

     Crenshaw bends down, adjusts her glasses, examines it.

                            CRENSHAW
                  It seems fine.

                            BUMSTEAD
                  Look here!

     His finger points at the bottom of the page  -  a tiny,
     INSIGNIFICANT ink smudge.

                            BUMSTEAD
                       (Cont.)
                  How do you expect me to submit this?

                            MISS CRENSHAW
                  I'm...  sorry.

                            BUMSTEAD
                  Be more careful, please...

                            CRENSHAW
                  Certainly.

                            BUMSTEAD
                  Now, what do you want?

                            CRENSHAW
                  I have something to report...

     She hands him some paperwork.

                            CRENSHAW
                       (Cont.)
                  John and Emma Walker.  There was
                  only one couple I could find in the
                  city.  Here's where they live.

     Bumstead takes the paperwork.  Looks through it carefully, then up
     at renshaw.

                            BUMSTEAD
                  Maybe you'll work out after all,
                  Crenshaw.

     ON CRENSHAW  -  she's obviously beaming with pride, but she hides it
     well.

                            CRENSHAW
                  Thankyou, sir.

     She turns and leaves.  Bumstead watches her go  -  a half smile
     flickers across his face.


     INT.  MEI'S BUILDING  -  NIGHT

     Walker follows Mei up a flight of dark stairs.  She keeps looking
     back at him, smiling but SAYS NOTHING.


     INT.  MEI'S APARTMENT  -  NIGHT

     Walker and the woman step into a shabby apartment.  She points to a
     couch.  Walker looks uncomfortable.  She smiles again, then turns on
     the radio.  MUSIC.

     She steps into a BEDROOM, leaving Walker alone.  He can hear the
     sound of running water from a bathroom adjoining the room Mei
     entered.

     Walker starts to tune the radio.  BABBLE of fragments of voices and
     music, then:  A NEWS REPORT...

                            NEWS READER O.S.
                  ...earlier this evening it was
                  reported two bodies were found by
                  police in a hotel...

     Walker listens nervously.

                            WALKER
                       (to himself)
                  Two...?

                            NEWS READER O.S.
                  ...At this stage it is not clear if
                  the killer responsible is the man
                  police have been hunting for the
                  past three weeks...  And now for a
                  message from LUMP-O food products...

     Across the room he can see the bedroom door ajar.  He crosses over
     and looks in.

     HIS P.O.V.  -  Mei stands naked facing a red wall.  She has an
     elaborate TATTOO on her back  -  looks like an INSECT.  She puts on
     a dressing gown and TURNS SUDDENLY.

     ON WALKER  -  He steps back before she notices him.

     He sits down on the couch, notices his SHADOW cast on the wall by a
     nearby table-lamp.  He puts his hands near the bulb.

     ANGLE ON THE SHADOW  -  Walker makes animal shadows on the wall:  a
     dog, a bird...

     BACK ON WALKER as he notices somwthing...

     HIS P.O.V.  -  Across the room a WOODEN SCREEN is up against an open
     doorway, he can see MOVEMENT through a crack in the screen  -  But
     suddenly another bird shadow appears.

     ON WALKER  -  who glances around to see Mei is sitting next to him.

     She points to herself.

                            WOMAN
                       (a whisper)
                  Mei.

     He nods slowly, looks at her.  She waits for him to respond with his
     name.  He remains silent.  Then he puts his hands back in the light.

                            WALKER
                  That's me.  I'm a shadow.

     She smiles, not understanding.


     INT.  TENEMENT BUILDING CORRIDOR  -  NIGHT

     LOW ANGLE TRACKING SHOT  -  feet walk along a tattered rug, approach
     a door.  Bumstead's shoes, shiny as always.


     INT.  KOWOLSKI'S APARTMENT  -  NIGHT

     KATE, KOWOLSKI'S WIFE, is feeding ONE OF HER CHILDREN in the
     kitchen.

                            BUMSTEAD O.S.
                  Mrs. Kowolski?

     Kate turns, to see Bumstead standing in the doorway behind her.  He
     steps forward, smiles at the child.

                            BUMSTEAD
                  How old is the little girl?

                            KATE
                  Seventeen months.

                            BUMSTEAD
                  She's so pretty.
                       (looks to Kate)
                  The door was open.  I'm Frank
                  Bumstead, I work with Harry.  How is
                  he?

                            KATE
                  Oh, the same...

     She glances to a closed bedroom door.

                            KATE
                       (Cont.)
                  He won't even come out to go to the
                  bathroom now...

     She starts to cry.  Bumstead touches her shoulder, a little
     embarrassed by the display of affection.

                            BUMSTEAD
                  Let me see what I can do.


     INT. KOWOLSKI'S BEDROOM  -  NIGHT

     KOWOLSKI'S unshaven, haunted.  Clutching a shotgun, is mumbling to
     himself with his eyes tightly shut.

     An knock on the door O.S. startles Kowolski.

                            BUMSTEAD O.S.
                  Kowolski!  Open up, it's me,
                  Bumstead.

     Kowolski steps to the door, opens it a little bit.

                            KOWOLSKI
                  Bumstead?  What are you doing here?

                            BUMSTEAD
                  Let's talk.

     Kowolski wipes the sweat on his forehead.

                            BUMSTEAD
                       (Cont.)
                  C'mon, let me in Kowolski.

     Kowolski stares at Bumstead, then silently opens the door and lets
     him through.

                            BUMSTEAD
                  I'm on the serial killer case.

                            KOWOLSKI
                  Oh?

     The room is very dark.  Bumstead is assailed by a wave of putrid
     smells.  It's a mess  -  rotten food, overturned furniture, dirty
     clothes.

     Kowolski's face is heavily bruised, covered in sweat.

                            BUMSTEAD
                  You don't look so hot...

                            KOWOLSKI
                  Yeah?  Well I'm having a really bad
                  day.  Come to think of it, I've
                  been having several of them all in
                  a row...

     Kowolski laughs at this, a little out of control.

     They sit down, face each other in the gloom.  A RAT scuttles past
     Kowolski.  With lightning reflexes he throws a shoe at it.  The rat
     runs under the bed.  He looks back at Bumstead, smiles, more than a
     little insane.

                            KOWOLSKI
                  I don't know anything, Bumstead.  As
                  long as you understand, that's all.

                            BUMSTEAD
                  Can I do anything to help?

                            KOWOLSKI
                  No.

                            BUMSTEAD
                  Your wife, she's worried about you.

                            KOWOLSKI
                  She's the reason I'm in here.

                            BUMSTEAD
                  What do you mean?

                            KOWOLSKI
                  You don't want to listen to what I
                  have to say...
                       (leans forward  -
                        whispers)
                  It'll give you nightmares.

                            BUMSTEAD
                  I'll listen to anything you want to
                  tell me.

     Kowolski scuttles nearer Bumstead now, glares into his eyes.

                            KOWOLSKI
                  My family are impostors, Bumstead.
                  What would you if you found out
                  something like that?

     Bumstead doesn't know how to answer.

                            KOWOLSKI
                       (Cont.)
                  You'd probably lock yourself away
                  too, right?

     Kowolski sits back like that's all there is to it.

                            BUMSTEAD
                  You're going to have to explain this
                  one to me, I'm afraid...

                            KOWOLSKI
                  Nothing to explain.  It's a...
                  feeling.  I justr suddenly realised
                  my life is a lie.  Oh, shit,
                  Bumstead, you think I'd be in here
                  if I could explain this stuff?  Ah,
                  shit!
                       (holds his temples)
                  Hell, my head hurts so much!  God,
                  Bumstead, I'm rotting away inside
                  and there's nothing I can do about
                  it.

     BLOOD starts running from Kowolski's nostrils.  Bumstead hands him
     his hanky.  Kowolski takes it, wipes his nose.

                            BUMSTEAD
                  You need a doctor...

                            KOWOLSKI
                  No.  You should go now.  There's
                  nothing more I can tell you that
                  will make any sense.  Please just
                  go.


     INT.  UNDERWORLD/LABORATORY  -  NIGHT

     Metal scrapes against metal and WE'RE LOOKING DOWN  -  through an
     OPENING hatch.  A dim laboratory IS REVEALED  -  a maze of
     scientific instruments.

     Elongated shadows move about.

     PULL BACK FROM a diagrammatic chart depicting the evolution of the
     human brain  -  TO REVEAL STRANGERS hunched over something.

     STRANGER 1 bends across to a CONTROL PANEL, works a switch.  A small
     speaker in a metal box crackles to life.  SOUND OF DISTANT SURF...

     Electricity arcs across electrodes.

     STRANGER 2 steps forward and pulls a bloodied sheet from their
     handiwork.

     It's MISTER SLEEP.  The top of his bald head is an open hatch.
     Wires lead to HIS BRAIN.

     TIGHT ON MISTER SLEEP'S EYES  -  glancing about the room.

     STRANGER 1 shines a torch into his eyes.

     INSIDE HIS HEAD  -  illuminated by the beam of the light.  REVEAL a
     small writhing INSECT screwed to a metal plate.

     MISTER HAND shows Mister Sleep PHOTOGRAPHS:  WALKER as he looks
     currently, photos of him as a teenager, a young boy, a baby, his
     parents standing on a seaside pier smiling and waving, his school,
     his first sweetheart.  Then a photo of a young woman smiling  - it's
     Emma, his wife.

     STRANGER 2 holds up a small sea shell to the ear of the creature  -
     MORE SOUNDS OF SURF...

     Stranger 2 nods to Mister Hand.

     Mister Hand produces the SILVER CASE we saw him holding in Walker's
     hotel room.

     TIGHT ON THE CASE  -  he opens it to reveal TWO METAL SYRINGES.  He
     takes these out and injects them one after the other into the brain
     of Mister Sleep.

     MISTER BLACK looks on from the shadows.  His pale hand fondles the
     ornate handle of his cane  -  a carved silver insect.

     Mister Hand steps up to him.

                            MISTER HAND
                  It is done.

     Mister Black turns towards the OTHER STRANGERS.

                            MISTER BLACK
                  I hear a clock in my head, and I
                  like it!

                            STRANGERS
                       (in unison)
                  We hear clocks in our heads, and we
                  like them!

                            MISTER BLACK
                  A world in our likeness!

                            STRANGERS
                  A world in our likeness!

     STRANGER 1 closes the top of Mister Sleep's head.  SQUEAK...  CLUNK!


     EXT.  EMMA'S BUILDING  -  NIGHT

     ANGLE DOLLIES  -  across the crumbling facade of a building  - STOPS
     on an illuminated window.

     THROUGH THE GLASS Bumstead and Emma sit at a kitchen table.  They
     are talking but we cannot hear what is being said.


     INT.  EMMA'S APARTMENT  -  NIGHT

     TIGHT ANGLE  -  A sheet of paper, with seven names neatly typed on
     it, is slid across the kitchen table.

                            BUMSTEAD
                  Do any of these names mean anything
                  to you?

     Emma glances at the list briefly but does not pick it up.

                            EMMA
                  No.

                            BUMSTEAD
                  Please take another look...

                            EMMA
                       (ignores the list)
                  Why are you looking for my husband?

                            BUMSTEAD
                  I'm trying to help him, Mrs. Walker.
                  That's all.

     Emma stands and paces  -  she's angry.

                            EMMA
                  If you're going to accuse him of
                  something I want to know what it is.

                            BUMSTEAD
                  We need to question him about a
                  murder.

                            EMMA
                  Whose murder?

     Bumstead simply glances at the page on the table in front of him.

                            EMMA
                       (Cont.)
                  Which one?

                            BUMSTEAD
                  All of them.

                            EMMA
                  That's ridiculous.  You've got him
                  confused with someone else.

                            BUMSTEAD
                  I'm afraid not.  I'm hoping he can
                  help us straighten out this
                  business.

     Emma says nothing, just paces.

     Bumstead glances to a partially open door to see Emma's mother
     peeking out.  He looks back to Emma.

                            BUMSTEAD
                       (Cont.)
                  I'm just trying to help him...

                            EMMA
                       (angrier)
                  You're telling me in all
                  seriousness, that my husband is a
                  murderer.  You're very wrong.  He's
                  a good man.  I don't want you or
                  anyone else helping him.  I just
                  want him back, that's all...

     Bumstead looks at her for a moment, then steps to the window and
     looks out.

     HIS P.O.V.  -  In a building across the street he can make out a
     dark figure -  WATCHING.

                            EMMA
                  None of this makes any sense.  John
                  didn't do anything wrong.  Believe
                  me, I know him, he just isn't...
                  capable of it.

                            BUMSTEAD
                  Has anyone come here  -  looking for
                  him?

                            EMMA
                  No.  Just his doctor, that's all.
                  A few nights ago he came to tell me
                  John was in some kind of trouble.
                  I guess this is what he was talking
                  about...

     Bumstead turns back from the window.

                            BUMSTEAD
                  His doctor?


     INT.  MEI'S APARTMENT/BATHROOM  -  NIGHT

     TIGHT ON  -  a shirt being unbuttoned.

     Mei is removing Walker's muddy clothes.  He seems a little
     embarrassed but lets her do it.  Finally she goes to unbuckle his
     belt but he stops her.

     She smiles and turns her back.

     He takes off his trousers and hands them to her.  Without turning,
     she exits the bathroom with his clothes.

     Walker, naked, steps gently into the warm water filling the tub.


     INT.  MEI'S APARTMENT/KITCHEN  -  NIGHT

     Mei starts putting his clothes into the sink to soak.  She slides a
     hand into Walker's coat, removes the wallet.  She takes out the
     cash, puts the wallet aside, then puts the coat into the water.  She
     MOVES OFF.


     INT.  MEI'S APARTMENT/BATHROOM  -  NIGHT

     Walker is sitting in the tub running his neck.

     Mei steps from the doorwat holding a BAR OF SOAP in her hand.  She
     sits beside Walker and takes his hands, gently lathering soap around
     them, continuing to smile at him.

     TIGHT ON HER HANDS  -  lathering his arms and back.  She gently
     washes scratches and bruises on his back.

     CLOSE ON WALKER  -  wincing.  It stings.

     HIS P.O.V.  -  She is leaning close now, her gown has opened
     slightly and he glimpses her breast.

     She notices him looking at her.  He looks away and she smiles again,
     continuing to bathe him.

     Walker looks at Mei again, makes eye contact.  This time he can't
     help smiling.  But it's only a half smile and is quickly gone.

     She leans forward and touches his lips with her fingers.  Then she
     kisses him.


     INT.  BEDROOM  -  MOMENTS LATER

     Mei pushes Walker back on a bed and pulls her dressing gown open.
     She sits upright, astride his body, caresses his chest.  Then she
     stops, her face in shadow.

     Walker hasn't responded, but now slowly lifts his hands to her
     breasts, touches them.

     She shuts her eyes, starts to breathe deeply.

     WIDER  -  Their bodies tangle, he rolls onto her.

     THE CAMERA PANS to the wooden screen Walker noticed earlier  - AN
     EYE blinks through the crack.


     EXT.  ROOF-TOP  -  NIGHT

     STRANGERS are rigging a wire to some kind of antenna device.  THE
     CAMERA DESCENDS ONCE AGAIN INTO THE BOWELS OF THE CITY:


     INT.  UNDERWORLD/DARK CHAMBER  -  NIGHT

     TIGHT ON TWO STRANGERS speaking in whispers.

     PULL BACK WIDE TO REVEAL  -  The group of STRANGERS gathered once
     again.  Mister Black addresses them.

                            MISTER BLACK
                  Now is the time.

     A switch is thrown.  Electricity sparks to life.  A hum is in the
     air.

                            MISTER BLACK
                       (Cont.)
                  Eleven past eleven  -  the Night of
                  the Eye.

     The Strangers start to CHANT  -  TRANCE-LIKE, quietly at first,
     steadily building in volume.

                            STRANGERS
                  NIGHT OF THE EYE!  NIGHT OF THE EYE!

     A Stranger in the front row stands.

                            STRANGER 1
                  The Eye is too small for the head of
                  the pin!

     ANOTHER MAN stands.  Next to the first...

                            STRANGER 2
                  What is it that floats on the water?
                  The Eye!

     So it goes around the room, each man takes his turn in the strange
     ritual.

                            STRANGER 3
                  The eye.  Master of time and space!

     STRANGER 4 rises up  -  keeps rising, FLOATS IN THE AIR above the
     men's heads.

                            STRANGER 4
                  My spine will bend for the Eye!

     He turns sideways, still as a plank, still floating.

                            MISTER BLACK
                  Let the Dreaming commence!

     The congregation of men place ELECTRODES to their foreheads.

     SEVERAL Strangers about the room stand and MOVE RHYTHMICALLY to some
     inner beat.


     EXT.  ROOF-TOP  -  NIGHT

     The antenna gloes with a ghostly green light.

     SEVERAL ANGLES OF THE CITY  -  the streets are empty  -  a clock
     chimes in the distance  -  THEN:

     Buildings shudder  -  DISTORT  -  twisting and shifting  - one tower
     ELONGATES stretching upwards  -  another building SPROUTS at the
     top, organically, like TIME-LAPSE FOOTAGE of a plant growing.

     The Strangers are CREATING  -  "DREAMING" NEW PARTS OF THE CITY INTO
     BEING  -  while the people of the city sleep, unaware of what is
     happening around them.


     INT.  DARK CHAMBER  -  NIGHT

     Mister Black sighs deeply  -  totally focused  -  wires taped to his
     head...

     THE CAMERA TIGHTENS, MOVES IN ON HIS EYES  -  SOMEHOW IT
     PASSES INSIDE HIS HEAD  -  in the darkness, multi-faceted eyes glow,
     INSECT EYES...


     INT.  MEI'S APARTMENT/BEDROOM  -  NIGHT

     Walker sleeps, as buildings MOVE PAST outside the window.


     EXT.  MEI'S BUILDING  -  NIGHT

     The building the lovers are in SLOWLY RISES into the air, past
     taller buildings and floats out over the city.  Its shadow moves
     past empty plazas and across grey towers.


     INT.  MEI'S APARTMENT/BEDROOM  -  NIGHT

     Walker opens his eyes, FORCES himself awake.  Mei is gone.

     He gets out of bed and tries to stand, but his feet do not make
     contact with the floor.  It's like some invisible force is pushing
     him UPWARDS.  he holds a table to steady himself.  The table-cloth
     comes away, things spill to the floor and smash.  He's FLOATING.

     Walker desperately reaches out, grabs the light-fixture in the
     ceiling.  It breaks off in a cloud of plaster.  Sparks briefly
     illuminate.  He falls heavily ONTO THE CEILING  - now the floor.
     Everything's UPSIDE-DOWN.

     He stares up at furniture and objects.


     INT.  MEI'S APARTMENT/BATHROOM  -  NIGHT

     Walker steps into the room, eerily illuminated by a glowing heater
     stuck to the floor.  Water is running  -  filling the tub and
     overflowing, making a suspended puddle above Walker's head.

     Walker climbs the wall, towards the floor.  With difficulty, pulls
     himself towards the tub.

     Gravity becomes NORMAL AGAIN as he sinks into the warm water.  He's
     incredibly weak  -  floats limply in the bath.

     He submerges his face.  A distant throbbing O.S., like huge
     machine heart somewhere in the building.

     He opens his eyes, still underwater, stares at the ceiling.

     HIS P.O.V.  -  A blurry DARK FIGURE moves into his vision.

     Walker rigid with fright, cannot focus on the figure through the
     thin veil of water.  The FIGURE reaches out.  A GLOVED HAND grabs
     Walker's throat, holds him forcefully.

     Walker gulps for air, swallow water.  His eyes widen.  He tries to
     stop the hand strangling him but can't.

     Suddenly the hand pulls away.  The BLURRY FIGURE stumbles back and
     ERUPTS, splits apart, covering the room in a bloody explosion.


     INT.  MEI'S APARTMENT/BEDROOM  -  NIGHT

     WALKER WAKES UP  -  for real this time.  He's still in bed, in a
     cold sweat, with Mei sleeping beside him, her back turned.

     Walker gets out of bed, walks to the window.

     OUTSIDE everything looks normal, though as he watches, the distant
     dark skyline seems to SHUDDER and DISTORT subtly.

     Walker rubs his eyes and looks again, but finds nothing unusual
     there this time.

     His clothes hang over a heater.  He starts to dress.


     EXT.  STREET  -  NIGHT

     BUMSTEAD pulls up in his car.  Across the street is DOCTOR
     SCHREBER'S surgery.

     He is about to get out of the car, when the SURGERY DOOR OPENS and
     A FIGURE steps into the street.  Bumstead watches the shadowy man
     for a moment.  Then gets out and FOLLOWS, assuming it is Schreber.

     ALLEYWAY

     Bumstead follows silently.

     Without warning, the figure stops and TURNS.

     Bumstead backs into a doorway and isn't seen.

     He gets a glimpse of the gaunt features of a STRANGER in the dim
     light of the alley.  It's Mister Hand.


     EXT.  CATHEDRAL  -  LATER

     HIGH ANGLE  -  looks down from the belltower.  We can make out THREE
     FIGURES casting long shadows across the weathered stone steps at the
     cathedral's entrance.

     ON STREET LEVEL

     MISTER HAND steps up to the gathering of Strangers.  For a moment he
     does nothing, just watches MISTER SLEEP walk up and down the stairs.

     Mister Sleep looks like he's lost something and can't decide where
     to go look for it.  In the B.G. two other Strangers stand waiting
     patiently.

     WIDER P.O.V.  -  from acros the plaza someone is watching the
     congrgation of Strangers.

     REVEAL BUMSTEAD  -  in the shadows.

     TIGHT ON MISTER SLEEP  -  he stops, and looks around, he's SENSING
     something.  He smiles and steps over to Mister Hand.

     Mister Hand leans down as Mister Sleep cups his hand and whispers
     something into his ear.

                            MISTER HAND
                       (to the others)
                  Mister Sleep says that way.

     He points down a street.

     BACK ON BUMSTEAD  -  He watches the distant figures walk off into
     the night.


     EXT.  BRIDGE  -  NIGHT

     THE CAMERA MOVES along a bridge-like structure.  An enclosed
     corridor supported by rotting wooden pylons.  Under the bridge,
     pipes spew sewage into stagnant water.

     ANGLE ON WALKER  -  crossing the bridge, seen through a series of
     illuminated, dirty windows.


     INT.  BRIDGE/SERIES OF ROOMS  -  NIGHT

     Walker is lost.

     He moves through a number of RUSTED METAL DOORS that open and shut
     automatically.  Each reveals another room or corridor.  Deserted
     spaces long forgotten.


     INT. DOCTOR SCHREBER'S OFFICE  -  NIGHT

     SCHREBER is pacing towards DOUBLE-DOORS with Bumstead in hot
     pursuit.

                            BUMSTEAD
                  He's amnesiac?

                            SCHREBER
                  I haven't seen Mister Walker in
                  three weeks, but when we last spoke
                  he convinced me he didn't have the
                  slightest idea who I was  -  and
                  when I began questioning him, he
                  hung up.
                       (beat)
                  This is what I wanted to show you.

     THE DOORS OPEN  -  and as the men step through REVEAL a room of
     animal experiments.

                            SCHREBER
                       (Cont.)
                  Formation of memories is the most
                  important of brain functions.

     TIGHTEN ON THE TWO MEN  -  as they look down on a monkey with the
     top of its head missing, squirming in a mechanical device that
     restricts its movements.

                            SCHREBER
                       (Cont.)
                  We are little more than a sum of
                  memories.  From them we reference
                  who we are, where we're going.
                  Without a past we are nothing.

     Bumstead looks very uncomfortable.

                            SCHREBER
                       (Cont.)
                  It feels no pain.

     Schreber points at a wooden structure containing two rats.

                            SCHREBER
                       (Cont.)
                  We know of two kinds of memory.
                  Firstly, declarative memory.

     The rats perform various activities involving mazes and geometric
     symbols.  Schreber turns to look at Bumstead.

                            SCHREBER
                       (Cont.)
                  And then there is procedural memory.

     TIGHT ON HIS SLENDER FINGER  -  pointing to a machine also run by
     rats.  The object is to make it through a guillotine device.  One
     rat is successful, the other is chopped neatly in two.

                            SCHREBER
                       (Cont.)
                  Research on simple animals can be...
                  useful to show us where memory
                  storing systems are located.
                       (looks at nearby cage of
                        hamsters)
                  I'm planning an experiment with
                  hamsters next.  Cute little fellows.

                            BUMSTEAD
                       (looks at rats)
                  And this teaches you about human
                  behaviour?

                            SCHREBER
                  Oh yes.  They're remarkably similar
                  to us in some ways.  But I often
                  wonder what they are really
                  thinking.  Whether they realise
                  they're part of an experiment.

     Schreber smiles strangely at this.

                            SCHREBER
                       (Cont.)
                  For all I know they could be
                  secretly planning to take over the
                  laboratory some day?

                            BUMSTEAD
                  Interesting thought, Doctor, but
                  let's get back to Walker.

                            SCHREBER
                  Walker is what's called a "tabula
                  rasa", physiologically more than
                  competent, but behaviourally an
                  empty slate.

                            BUMSTEAD
                  Why did he start coming to you?

                            SCHREBER
                  Severe depression.

                            BUMSTEAD
                  And when did his loss of memory
                  occur?

                            SCHREBER
                  I think roughly three weeks ago,
                  though I'm not sure, nor am I
                  certain why it happened.
                       (Schreber looks at
                        Bumstead now)
                  Has Walker done something, broken
                  some law?

                            BUMSTEAD
                  He is a suspect.  I need to speak
                  with him in connection to some
                  rather serious crimes.

                            SCHREBER
                  Well, I'll do all I can to help
                  you.

                            BUMSTEAD
                  Thank you for your trouble.  We'll
                  be in touch.

                            SCHREBER
                  Of course.

     Bumstead is about to go.

                            BUMSTEAD
                  Oh...
                       (he turns back)
                  I want to speak with Walker's
                  wife...  Do you have any idea where
                  I can find her?

                            SCHREBER
                  I'm afraid not.  I didn't know he
                  was married.

     Bumstead looks thoughtfully at the bizarre experiments one last
     time, then turns and walks out the door.

                            BUMSTEAD
                  Thanks once again.


     EXT.  STREET  -  NIGHT

     Walker steps up to a SMALL DOOR in the side of a building.  A
     hanging sign depicts an underwater scene, crammed with fish, sea-
     weed bubbles.  Dominating everything is a GREEN SCALED KING NEPTUNE.


     INT.  KING NEPTUNE'S AQUARIUM  -  NIGHT

     Walker stops in front of a ticket booth, beside a faded blue
     curtain.  In the booth a TICKET SELLER is snoring with his mouth
     hanging open, his head sagging.

     Walker knocks on the window.  The man wakes with a start, rubs his
     head.

                            WALKER
                  I'm looking for Karl.

     The man squints at Walker, nods groggily.

                            TICKET SELLER
                  Upstairs.  Through there.

     He thumbs the blue curtain.  Curls up, shuts his eyes again.

     BEYOND THE CURTAIN

     A dark room full of BUBBLING NOISES AND WATER DRIPPING  -  and
     aquarium.  

     Several corridors meander between large glass panels that look into
     illuminated tanks of sea creatures.

     Walker moves past a shadowy doorway.  He can barely make out STAIRS.


     INT.  HALL-WAY  -  NIGHT

     Walker moves cautiously in the darkness.  On a door a tiny NAMEPLATE
     says:  K. WALKER  -  PROPRIETOR.  The door is unlocked. He opens
     it and goes in.


     INT.  KARL'S APARTMENT  -  NIGHT

     An entrance hall of an apartment.  A large number of MOUNTED FISH of
     all sizes line the hall.  Walker studies these.

     A strange WHIRRING NOISE O.S.

                            VOICE O.S.
                  John?

     Walker turns to see an OLD MAN in his pyjamas sitting in a
     WHEELCHAIR.  This is KARL WALKER, his uncle, a cigarette permanently
     dangles from his mouth.

     Karl pushes a lever on the side of the chair.  A whirr of electric
     motors.  The chair carries him forward.

                            KARL
                  We've been so worried about you.
                  Are you alright, is there some kind
                  of trouble?  It's been so long, I
                  thought you'd forgotten your Uncle
                  Karl?

                            WALKER
                  Uncle  -  Karl.

     Karl takes out his cigarette and smiles broadly, exposing a row of
     stained teeth.  He wheels over and grabs Walker around the waist and
     hugs him tight.

     LATER

     Walker and Karl are having a SLIDE-SHOW.  Karl runs the projector.
     The room is thick with cigarette smoke.

                            KARL
                  Not often I get a chance to show
                  these.  I'm glad you asked to look
                  at them.

     Karl shows Walker images from his childhood...  Several family
     portraits click by.  Walker examines these, concentrates on one in
     particular  -  a young boy on a red bicycle...

     Karl clicks through some more images, then:

                            WALKER
                  Wait.

     Karl stops on one particular shot  -  Walker's sister, his parents,
     and Walker about nine, in the front yard of a beach house.

                            WALKER
                       (Cont.)
                  Is that me?

                            KARL
                  Yes.

                            WALKER
                  Are they my parents?

     Karl seems increasingly perplexed by the obvious questions.

                            KARL
                       (nods)
                  And Martha.

                            WALKER
                  Martha?

                            KARL
                  Your sister, Martha.

     Walker stands and walks across to the screen.  He examines the image
     closely, patterns of colour play across his face.

     Walker now notices something in the B.G. of the photo  -  A
     BILLBOARD SIGN with a faded image of a girl in a bathing suit:
     WELCOME TO SHELL-BEACH!  it says.

                            WALKER
                  Know this place?

                            KARL
                  Of course.  It's where you grew
                  up...

                            WALKER
                  Do you know how to get there?

                            KARL
                  I haven't been there in years.  You
                  would be relying on the memory of an
                  old man.  I'd probably get us
                  lost...

     Walker continues studying the slide, totally mesmerised by it.

                            WALKER
                       (re: sunshine in picture)
                  It's so...  bright there, isn't it?

                            KARL
                  Oh, yes.  It's pretty...

                            WALKER
                  The sky is blue.

                            KARL
                  These pictures are very old.  They
                  must have faded.

     Walker looks at himself on the screen now.

     HIS P.O.V.  -  the nine year old Walker smiling at camera  - so
     tight on the image it's BLURRY WITH GRAIN.  ANGLE TILTS DOWN TO
     REVEAL the young boy is clutching a small black notebook in his
     hand.  On the cover is a colourful scrawl in child's writing:  HOW
     THINGS WORK  -  BY JOHNATHAN WALKER AGE 9.

                            KARL
                       (Cont.)
                  Can I keep going now?

     Walker just nods.

     Karl changes the slide now:  an image of Karl as a young man
     standing against a brick wall.

                            KARL
                       (Cont.)
                  This is a good one!  Look at me.  I
                  was a handsome devil.

     Karl is trying to find some humour in the situation  - Walker is
     making him extremely uncomfortable.

                            WALKER
                  What about my parents?  Do you know
                  where they are?

     KARL looks at him blankly.

                            WALKER
                       (Cont.)
                  What's wrong?

                            KARL
                  They're dead.  They've been dead for
                  years.  Since you were a child...
                  I looked after you.  What is it,
                  John, why are you asking me these
                  questions, don't you remember?

     Walker stands and walks to the window  -  looks out at the city.

                            WALKER
                  My sister  -  is she dead too?

     UNCLE KARL stares at Walker extremely troubled now.  But suddenly
     the old man breaks into a big laugh.

                            KARL
                  You had me there for a minute.  Such
                  a joker!  Like your father.

     Walker doesn't laugh, but Karl is satisfied with his explanation of
     Walker's strange behaviour.

                            WALKER
                  Did you keep any of my things, from
                  when I was a boy?

                            KARL
                  I cleared out your room.  But I
                  think your sister put some of your
                  stuff in the attic.  I don't know
                  what's up there  -  damn steps.
                  Whatcha looking for?

                            WALKER
                  I don't know exactly.


     INT.  ATTIC  -  LATER

     A door opens against black and we see Walker and Karl at the bottom
     of a flight of stairs.  Walker starts to edge his way up into
     darkness.

                            KARL
                  Don't trip over.  It's dark up
                  there.

     TIGHT ON a light switch  -  it is flipped.

     WIDE ON THE ATTIC  -  full of books, boxes, discarded possessions.

     In a small wooden box are several toys he examines with great
     interest.

     Walker picks up a book and opens it  -  the pages have been eaten
     out by a swarm of ROACHES.  He drops it in disgust as the insects
     scurry over his hands.


     INT.  CORRIDOR/MEI'S BUILDING  -  NIGHT

     A FAT MAN in a suit exits Mei's door, looks around, and paces
     rapidly away down the corridor, adjusting his tie and fumbling with
     his coat.

     AS THE CAMERA PANS with him, it picks up several shadows climbing
     the stairs towards the landing.


     INT.  MEI'S APARTMENT  -  NIGHT

     MEI is walking towards the wooden screen, tying her robe around her
     waist.  As she walks she says something in her own language,
     speaking to the UNSEEN PERSON behind the screen established earlier.

     There is a KNOCK O.S.

     Mei stops, walks to the door, saying something else as she does so.


     INT.  CORRIDOR/MEI'S BUILDING  -  NIGHT

     The door swings open.  Mei is smiling, but suddenly looks
     frightened.

     REVERSE ANGLE  -  MISTER HAND, MISTER SLEEP, and entourage stand in
     the corridor.

     Almost immediately Mister Hand pushes into the room.  One of the
     Strangers grabs Mei and puts a hand across her mouth.  Mister Sleep
     enters last, shutting the door behind him.


     INT.  KARL'S APARTMENT  -  NIGHT

     Walker and Karl are standing in the open doorway of a small bedroom.

     PAN AROUND ROOM  -  Walker's when he was a boy.  Most of the things
     have been put away, but there are still a few mementoes from his
     childhood.

     Karl points at the tiny single bed.

                            KARL
                  You can sleep here tonight.  It's
                  late, we'll get you home tomorrow.

     Walker smiles and steps into the room.

                            KARL
                       (Cont.)
                  It's good to see you again.

     The old man smiles and shuts the door as he leaves.

     Alone, Walker looks around the room.  He steps across to a small
     desk by the window.

     ANGLE ON  -  Another picture of his parents, framed on the desk.

     Walker picks this up and looks at it.  Then he opens the drawer in
     the desk.

     Inside he finds a SMALL DOG-EARED DRAWING BOOK.  He pulls this out.

     It's the book he saw earlier  -  from the slide:  HOW THINGS WORK  -
     BY JOHNATHAN WALKER, AGE NINE.

     Walker sits down and flips through the book in the dim light.  Page
     after page is filled with neat handwriting and drawings.  As he
     reads the book he seems more and more disturbed.  He flips through
     faster and faster.

     HIS P.O.V.

     Pages flip past, stopping occasionally.  Glimpses of DIAGRAMS.  The
     STRANGERS and THEIR WORLD.  Cross-sections of the STRANGERS, the
     cavity in their head with the INSECTS INSIDE clearly illustrated.

     PUSH IN CLOSE on Walker.  He looks up, STUNNED.


     INT.  KOWOLSKI'S APARTMENT  -  NIGHT

     Kate is crying hysterically.  A COP is with her trying to calm her.

     Bumstead enters and walks to ANOTHER COP speaking on the phone.

                            BUMSTEAD
                  What's up?

     The cop gestures towards Kowolski's bedroom.


     INT.  KOWOLSKI'S BEDROOM  -  NIGHT

     The door swings open, unlocked.  Bumstead enters.  The room is pitch
     dark.

     An eerie silence.

     Bumstead's foot bumps something.  He looks down to see:

     KOWOLSKI  -  slumped over the shotgun wedged in his mouth.  A huge
     eruption of blood on the wall behind his body.

                            COP O.S.
                  Looks like it's gonna be a busy
                  night.

     Bumstead turns to see the cop standing in the doorway.

                            COP
                       (Cont.)
                  They found another one.

     Bumstead nods and turns back to Kowolski's body.  In the gloom he
     notices something else on the wall.

     He finds a cigarette lighter on the floor  -  lights it...

     The walls are covered in elaborate but hastily scrawled IMAGES.
     Figures in long coats, with knives, insects, and a legend, it says:
     WE ARE LIVING IN SOMEBODY'S DREAMS.


     EXT.  AERIAL  -  FLYING HIGH ABOVE THE DARK CITY

     The city is layed out like some kind of intricate aerial map.  All
     around is darkness, but to one side the ocean shimmers in the
     moonlight.

     CAMERA MOVES IN AND DOWN

     There is an illuminated SPIRAL down there, as we get closer we can
     see it is a road that runs from the center of the city, outwards,
     and ends at the ocean.

     CAMERA CONTINUES DESCENT

     A TINY FIGURE runs, mid-point along the spiral, amidst a dark
     network of surrounding buildings, and AS THE IMAGE TIGHTENS we see
     it is Walker.


     INT.  KARL'S APARTMENT/WALKER'S OLD BEDROOM  -  NIGHT

     Walker startles awake to the SOUND OF:  Uncle Karl snoring in the
     next room.

     He's lying on the tiny bed.  The room is dark except for a reading
     lamp.  The little notebook lies open on his chest.

     Walker stands and steps to the window.  As he turns to go CAMERA
     PUSHES TO THE WINDOW AND TILTS DOWN.


     EXT.  ALLEYWAY  -  NIGHT

     IN THE ALLEYWAY BELOW  -  four figures enter the building.  The last
     one stops and LOOKS UP.  Even from this distance it's obviously
     Mister Hand.


     INT.  CORRIDOR/KARL'S BUILDING  -  NIGHT

     Walker exits Karl's apartment, heads down a corridor.  He sees some
     stairs and takes them.


     INT.  ANOTHER CORRIDOR/KARL'S BUILDING  -  NIGHT

     Walker steps into a waiting elevator.  Punches the top floor button.


     INT.  ELEVATOR  -  NIGHT

     Walker looks through the circular window in the door.

     HIS P.O.V.  -  Floor after floor SLIDES PAST  -  deserted.  He looks
     at the floor indicator.

     TIGHT ON NUMBERS lighting up:  16, 17, 18...

     Then the elevator stops, the doors open.


     EXT.  ROOF/KARL'S BUILDING  -  NIGHT

     Walker steps out onto the crumbling rooftop and gazes out over the
     city.


     INT.  KARL'S APARTMENT  -  NIGHT

     TIGHT ON  -  The front door's handle turning.

     THE DOOR swings open  -  SHADOWS move into the room.

     ANGLE ON KARL  -  snoring with his mouth open  -  PAST HIM through
     a doorway  -  OUT OF FOCUS  -  figures move about the room.


     INT.  CORRIDOR/KARL'S BUILDING  -  MOMENTS LATER

     Walker is heading back to Karl's apartment when he hears something
     MOVING UP the corridor towards him.  It's dark and he can't make it
     out.  HE STOPS, peers into the shadows.

     TIGHT ON A DAGGER  -  held in a small hand, scraping against a wall
     as it moves.

     WIDER  -  Mister Sleep advances towards Walker.


     INT.  ANOTHER CORRIDOR/KARL'S BUILDING

     Walker tears around a corner  -  a dead-end.  Nowhere to go.  He can
     hear SCRAPING approaching, behind him.

     He notice A GRILL on a wall ABOVE HIS HEAD.  He pulls it off, climbs
     into an incredibly tight duct.


     INT.  AIR DUCT  -  NIGHT

     ON WALKER  -  as he crawls frantically.

     He sees a LIGHT ahead.  An opening.  He kicks the grill off.  A
     sudden gust of wind.

     HIS P.O.V.

     The duct has led him to the outside of the building  - nowhere to go
     except twenty stories STRAIGHT DOWN.  He turns to start crawling
     back.

     SWISH PAN REVEALS  -  MISTER SLEEP at the end of the duct  -  he's
     followed Walker in and is crawling forward, clutching a knife
     between his teeth.

     No choice  -  Walker looks out the hole.  SEES A PIPE on the outside
     of the building, running vertically near the opening.  It looks
     impossible but it's his one chance.


     EXT.  AIR DUCT/KARL'S BUILDING  -  NIGHT

     Walker climbs out, balancing himself on the lip of the opening,
     REACHES for the pipe.


     INT.  AIR DUCT

     Mister Sleep is almost upon him.


     EXT.  AIR DUCT/KARL'S BUILDING  -  NIGHT

     Walker swings across, gets a HAND on the pipe.  He slips, DANGLES
     holding on  -  one hand on the pipe, one on the edge of the hole.
     The pipe is greasy, slippery, he can't get a grip.

     O.S. A MECHANICAL CLICKING  -  WALKER TURNS to see Mister Sleep
     PERCHED on the edge of the hole, inches from his hand.  A soft noise
     reverberates in Mister Sleep's throat.  He's holding the knife in
     his hand now, BRINGING IT DOWN on Walker's fingers.

     TIGHT ON WALKER'S EYES  -  sweat beads and runs down his forehead.

     TIGHT ON THE BLADE  -  as it cuts into flesh.  BLOOD runs down his
     arm, spatters Walker's face as he grimaces with pain.  He lets go...

     ...AND FALLS, PLUMMETS thtough space.

     TIGHT ON WALKER'S FACE

     His eyes are shut tight.  He's ready to die, but the ground never
     comes.  He opens his eyes, slowly LOOKS AROUND...


     EXT.  CANAL  -  NIGHT

     WIDER ANGLE

     Walker FLOATS IN MID-AIR, hovering ten feet or so above a dark body
     of water.  He looks frightened.

     Still floating.

     He TENSES his body and slowly he starts to MOVE FORWARD, hovering at
     an even height over the water.

     WIDER STILL

     SEVERAL ANGLES of Walker levitating across the harbour, past half-
     sunken buildings and rusted ships.

     TIGHT ON WALKER  -  He comes to a stop.  Smiles in utter amazement.
     Then he PLUMMETS into the water, like a trap-door has opened beneath
     him.

     ANGLE ON BUBBLES floating to the surface.  Walker's FACE breaks the
     surface.

     He swims across to the bottom of A PIER, climbs a rotten ladder.

     THE CAMERA CRANES UP with Walker as he climbs to the top of the
     pier.  Walker runs off, leaving a trail of wet foot-prints behind.


     INT.  STAIRWELL/MEI'S BUILDING  -  NIGHT

     A small annoying dog is yapping frantically in a doorway.  Cops move
     past, and up the stairs to the NEXT LANDING, as an overly-made-up
     WOMAN pulls on the dog's leash trying to stop it from nipping cops'
     ankles.

     Bumstead is standing beside the woman.

                            WOMAN
                  She always had strange types visit
                  her, but I didn't see or hear
                  nothing this time.  Poor, sad,
                  creature...

                            BUMSTEAD
                  Thank you.

     He is about to walk up the stairs but the dog is in his way.

     TIGHT ON THE DOG  -  it bares its teeth and growls.


     INT.  MEI'S APARTMENT  -  NIGHT

     A HIGH ANGLE on the slain body of Mei.  COPS wander about the dark
     room.  Bumstead walks up to Capek who is examining the body, with
     Husselbeck standing beside him.

                            CAPEK
                  All the same wounds.  It's
                  definitely him.
                       (indicates Mei's corpse)
                  But there's something else.

     Capek points to a small wound on Mei's neck.

                            CAPEK
                       (Cont.)
                  These have me stumped.  The other
                  girl we found had one just like it  -
                  see the way the edges are
                  perforated?

                            BUMSTEAD
                  Yes.  It looks like a bite.

                            CAPEK
                  Only there was no trace of saliva  -
                  and the diameter of the wound is too
                  narrow to have been made by a normal
                  adult.
                       (looks at Bumstead)
                  Know who she is?

                            BUMSTEAD
                  A prostitute.  She lived here.

     A YOUNG COP steps up to Husselbeck, glancing at Bumstead.

                            YOUNG COP
                  She won't come out.

     Husselbeck leads Bumstead behind a WOODEN PARTITION.


     INT.  MEI'S APARTMENT/AN ADJOINING ROOM

     A small area neatly arranged  -  a double bed, various possessions.
     Dozens of CHILDREN'S DRAWINGS are pinned to the walls.  Someone
     obviously lives here.  The room is empty however.

                            HUSSELBECK
                  We found a young girl.  We think
                  it's her daughter.

     BUMSTEAD looks at Husselbeck:  Where is she?

     Husselbeck nods towards THE BED.

     Bumstead steps over, bends down and lifts the bed-spread.  In the
     shadows underneath, he can make out A FACE.

     TIGHTEN ON A LITTLE GIRL  -  hiding, clutching a bundle.
     Terrified, she edges away from Bumstead.

     Capek steps into the room.

                            BUMSTEAD
                       (to little girl)
                  Come on.  I won't hurt you.

     Then Bumstead gets a better look at what she's holding.  Bumstead
     looks around at Capek.

                            BUMSTEAD
                       (Cont.)
                  She's got a baby with her.

     Then Bumstead notices something, past Capek.

     HIS P.O.V.

     The wooden screen.  The CAMERA MOVES IN steadily, into a crack
     running along the length of the screen  -  we can see the room on
     the other side, with cops moving about.

                            BUMSTEAD
                       (Cont.)
                  My God, Capek.  She saw
                  happened here.


     EXT.  BUILDING  -  NIGHT

     MOVE IN ON a doorway.  Above it a small illuminated red sign: DOCTOR
     D.P. SCHREBER.

     REVERSE ANGLE ON WALKER  -  standing on the street, under the sign.
     His clothes are still wet.


     INT.  CRENSHAW'S CAR  -  NIGHT

     PULL BACK OFF Walker entering the door beneath Schreber's sign TO
     REVEAL Crenshaw parked in a car across the street.


     INT.  SCHREBER'S WAITING ROOM  -  NIGHT

     A white room, bare, dirt stains the walls near the air-vents.  A
     NURSE is typing behind her desk.

     The front door creaks open and Walker enters.

     MOVING ANGLE  -  as the nurse silently watches Walker step up to her
     desk.

                            WALKER
                  I'm here to see the doctor.

                            NURSE
                  Who should I say..?

     He leans across her desk.

                            WALKER
                  No idea.  Just get him.  Now.

     The nurse looks frightened.

                            SCHREBER O.S.
                  Mister Walker.

     Walker turns to see Schreber standing in a doorway across the room.


     INT.  SCHREBER'S SURGERY  -  LATER

     THE CAMERA GLIDES down a corridor, towards a door  -  a sign says,
     DOCTOR IS:  IN.


     INT.  SCHREBER'S OFFICE

     Walker sits in a leather chair across from an ornate desk.

                            WALKER
                  I want some answers.

     Schreber paces in front of glassjars containing preserved specimens.
     He looks impatient, lost in thought.

                            SCHREBER
                  Yes.  Of course.
                       (looks at Walker  -
                        smile)
                  And you remember nothing?  Not even
                  a detail?

     Schreber steps across to a small bar, pulls out a couple of glasses.

                            WALKER
                  You think I haven't tried?  It's
                  like there was never anything there.
                       (calms himself)
                  Just waves.

                            SCHREBER
                  Waves?

                          WALKER
                  The sound of waves.  I remember a
                  woman.  I don't even know what she
                  looks like  -  just her voice.
  
     Walker removes the bottle of pills from his pocket as he speaks, and
     tries to open the lid.  His hands are trembling so much, he drops
     the bottle and they spill everywhere.

                            WALKER
                       (Cont.)
                  Dammit.

                            SCHREBER
                  What's this about?

     Walker is down on the floor, picking up pills.  He stops, looks up.

                            WALKER
                  Another head-ache.  I haven't been
                  sleeping much...

                            SCHREBER
                  Why not?

                            WALKER
                  Because when I sleep, I dream.

                            SCHREBER
                  I have something better...

     He hands Walker a glass.  Walker notices that Schreber's hand is
     shaking.

     Walker accepts the glass.

     Schreber toasts him and drinks.  Walker places his own glass down on
     a table without touching it.

                            SCHREBER
                       (Cont.)
                  What does she say?  This woman.

                            WALKER
                  Asks my name.  Over and over.  Like
                  a broken record.  Only thing is, I
                  got no idea what my name is.

                            SCHREBER
                  Your name is John Walker.

     Walker says nothing but you can tell he doesn't believe it.

                            SCHREBER
                       (Cont.)
                  Tell me about these dreams of
                  yours...

     Walker stands.

                            WALKER
                       (cuts in)
                  Why don't I ask you a few questions.

                            SCHREBER
                  If you like.

                            WALKER
                  You're supposed to be my doctor,
                  right?

                            SCHREBER
                  Correct.

     Walker is very agitated now, his voice is getting edgy.  He reaches
     across abruptly, GRABS the doctor.

                            WALKER
                       (angry now  -  shouting)
                  You know something about me, out
                  with it!  Let's stop playing stupid
                  games!  There's something completely
                  insane going on here.  I want you to
                  start talking!

     The doctor is obviously frightened.

                            SCHREBER
                  Please, John, I'm here to help you.
                  But we must take things in easy
                  steps...

     Walker backs off.  Tries to calm himself.  He sees his drink waiting
     for him, grabs it, and downs it in a single gulp.


     INT.  STREET  -  NIGHT

     Bumstead is getting into his car, deep in thought, when his radio
     crackles.

                            CRENSHAW O.S.
                  Inspector.  Hello, inspector.

     He grabs the radio.

                            BUMSTEAD
                  Crenshaw.

                            CRENSHAW O.S.
                  Inspector, I've been trying to reach
                  you for twenty minutes.  I have
                  something to report...


     INT.  HALL-WAY (SCHREBER'S RESIDENCE)  -  LATER

     Schreber's office is an annex of his living quarters  -  a maze-like
     series of rooms and halls.  Walker is led down a dark hall by
     Schreber, clutching a candle.

                            SCHREBER
                  Whole damn wing lost power.
                  Wiring's old.  Keep meaning to get
                  it fixed.
                       (glances back at Walker)
                  I don't blame you for getting angry.
                  You are in a frustrating situation.
                  You must be patient.  Trust me
                  completely.

     Walker nods, extremely troubled.

                            SCHREBER
                       (Cont.)
                  I'll do all I can to help you.

     Schreber puts a hand on Walker's shoulder.

                            SCHREBER
                       (Cont.)
                  Here we are.

     They've stopped outside a door.


     INT.  EXAMINATION ROOM  -  SAME

     A small bare room, much like an operating theatre.  Clean and
     efficient.

     The door swings open to reveal Schreber.

                            SCHREBER
                  After you.

     Walker enters, looks around.  When he turns to face the doctor
     again, Schreber is holding a gun level at Walker's stomach.

                            SCHREBER
                       (Cont.)
                  I want you to sit down in that
                  chair, and bind your hands with the
                  straps.

     Walker looks incredulous.

                            WALKER
                  What?

                            SCHREBER
                  I didn't want it to be like this,
                  Mister Walker, but there really is
                  no time.  Now, sit in the chair.

     Walker steps over to the chair in question, notices there are
     LEATHER STRAPS for wrists, ankles and head.  He complies with the
     Doctor's orders.

                            SCHREBER
                       (Cont.)
                  We've got so much to talk about, you and
                  I...

     Schreber tightens the last of the straps.  Walker is completely
     immobile.

     Schreber puts down the gun now and pulls out his leather bag we saw
     him carrying earlier.  He opens it and removes a glass syringe.

                            SCHREBER
                       (Cont.)
                  I'm going to teach you things.
                  Things about yourself you didn't
                  know.  Let me show you something.
                  Look at this syringe.

     Walker stares blankly at him for a moment, then:

                            WALKER
                  Why?

                            SCHREBER
                  Look at it!

     Walker reluctantly does so.

                            SCHREBER
                       (Cont.)
                  Concentrate.  Imagine the syringe
                  rising.  Visualise it floating above
                  the table.

     TIGHT ON WALKER

                            SCHREBER
                       (Cont.)
                  Do it!

     WALKER'S P.O.V.

     The syringe starts to vibrate, actually RISES INTO THE AIR  - floats
     stationary between Walker and Schreber.

                          WALKER
                It's a trick.

                          SCHREBER
                No it isn't.  You are doing it!  You
                know you are doing it.

     Suddenly the syringe spins towards the doctor, IMPALES itself in his
     shoulder.  He yelps, grabs it, pulls it out.

     Walker looks amazed.

                            SCHREBER
                       (Cont.)
                  You see!

     Walker believes  -  he did do it.

                            SCHREBER
                       (Cont.)
                  I can make you understand so
                  easily...
                       (points at syringe again)
                  Now you must relax.

     He's tapping the side of the syringe, squirting out air bubbles.

                            SCHREBER
                       (Cont.) (smiles)
                  You are not a killer, you are as
                  innocent as a new born babe.

                            WALKER
                  You know who they are  -  the men
                  following me?

                            SCHREBER
                  Ah, our friends in black...  that's
                  rather complicated I'm afraid.
                  John, there has been an experiment,
                  a dangerous experiment.  I arranged
                  it, but things did not go as they
                  should have.  You have been left  -
                  blank  -  I can fix that with this.

                            WALKER
                  What is it?

                            SCHREBER
                  It's okay.  Everyone gets one  -
                  very much like this...
                       (points to syringe)
                  But this one's special.  It will
                  help you understand...
                       (lowers syringe to
                        Walker's forehead)
                  There might be some pain, but things
                  will be easier this way.

                            WALKER
                  Who am I!  Tell me, damn you!  Tell
                  me who I am!

     He lowers the syringe to Walker's forehead.

     TIGHT ON WALKER'S RIGHT HAND  -  Walker suddenly finds THE STRAP IS
     LOOSE...

                            SCHREBER
                  Relax, John, in thirty seconds
                  you'll know everything.

     Walker and lashes out, PUNCHES the doctor in the face.  His glasses
     go flying, and he falls to the floor, blinded, scrambling for the
     spectacles.

     Walker quickly frees himself from his remaining bonds.  He undoes
     the last strap around his ankles as the doctor replaces his glasses
     and leaps at him trying to drive the syringe INTO WALKER'S FOREHEAD.

     Each man tries to turn the syringe on the other.  They fall against
     a tray of medical instruments.

     Walker is pinned down with the syringe INCHES from his face.

     ANGLE ON THE DOOR  -  it bursts open.  A SILHOUETTE is revealed,
     aiming a gun.

                            BUMSTEAD
                  Hold it!

     Schreber and Walker FREEZE in mid-struggle, look at Bumstead.
     behind him, the nurse stands startled in the hallway.  No one moves,
     no one knows what to do next.

     Bumstead steps forward, throws handcuffs to Schreber.

                            BUMSTEAD
                       (Cont.)
                  Put those on him.

     Schreber complies.  Bumstead keeps the gun levelled at both men.

                            BUMSTEAD
                       (Cont.) (to Schreber)
                  What's going on?

                            SCHREBER
                  He is more disturbed than I thought
                  inspector.  I never thought he would
                  attack me the way he did, but I
                  don't want to press charges...

     While Schreber speaks, Bumstead searches Walker, finds the revolver,
     takes this.  Also takes his wallet.

     Bumstead doesn't notice Schreber edging towards a tray of
     instruments.

                            BUMSTEAD
                       (to Schreber)
                  I'd like you to come with me for
                  questioning.

     Schreber nods silently.  Then LASHES OUT with the scalpel SLICING
     AIR an inch in front of Bumstead's face.  Bumstead falls back, trips
     on a table leg and hits the floor, dropping the GUN.

     He immediately scrambles for it, aims at Walker who is fixed to the
     spot, then whirls to see Schreber has FLED, the door swings in his
     wake.

     Bumstead runs to the door.

     HIS P.O.V.  -  maze-like corridor stretches away into darkness on
     both sides.  No sign of Schreber.


     EXT.  CITY STREETS  -  NIGHT

     Bumstead's BLACK SEDAN drives down a wide street between tall
     buildings.


     INT.  BUMSTEAD'S CAR  -  NIGHT

     WALKER and the INSPECTOR drive silently.

                            WALKER
                  The doctor is crazy, you know.
                       (beat)
                  I guess insane people always say
                  that about their doctors, huh?

     Bumstead ignores this.

                            WALKER
                       (Cont.)
                  You think I'm the killer?

                            BUMSTEAD
                  What I think, is of no consequence
                  right now.

                            WALKER
                  I didn't kill anyone.

     Bumstead says nothing.


     INT.  POLICE STATION/VARIOUS  -  NIGHT

     A SHAKY FINGER presses down on the sticky surface of a page.  It
     pulls away revealing an inky finger-print.

     WIDER

     Walker is standing in a bare room, in front of a finger-printing
     machine.

     ANOTHER ANGLE  -  Walker stands against a wall, in front of a
     camera.  He holds a sign with a number in front of him.  A flash
     goes off, the click of a shutter.

                            VOICE O.S.
                  Left  -  profile.

     He turns to the left  -  the camera fires.

                            VOICE O.S.
                  Right  -  profile.

     To the right.  The camera fires again.


     INT.  LINE-UP ROOM

     LIGHTS COME ON  -  extremely bright.  Markings on the white wall
     behind Walker indicate varying heights, a darkened window faces him.


     INT.  OBSERVATION ROOM

     BEHIND THE GLASS  -  we see several silhouettes, unseen by Walker.
     We recognize the voice of Bumstead.

                            BUMSTEAD
                  Is that him?

                            WOMAN 1
                  He's the one.

                            MAN 1
                  Yes.

                            WOMAN 2
                  I think so.  Yes, that's him.


     INT.  LINE-UP ROOM

     Walker blinks into the lights.


     INT.  CORRIDOR/POLICE STATION  -  LATER

     Walker is dragged along by TWO BIG GUARDS.


     INT.  INTERROGATION ROOM  -  LATER

     TIGHT ON WALKER  -  dazed, exhausted, squinting from the lights.
     The questioning has been going on for some time.

                            STROMBOLI O.S.
                  What.  Is.  Your.  Name?  It's a
                  simple question.

                            WALKER
                  I told you, I don't remember.

                            STROMBOLI O.S.
                  You don't remember?

     Walker shakes his head slowly and looks at the floor.

     WIDER  -  A featureless OVER-LIT room.  STROMBOLI stands over him.
     BUMSTEAD and TWO GUARDS stand in the B.G.

     Bumstead picks up an envelope,removes a SERIES OF PHOTOS, hands
     these to Stromboli.

                            STROMBOLI
                       (Cont.)
                  John...

     He throws the first photo down on the table in front of Walker.  A
     black and white of a murder victim.

                            STROMBOLI
                       (Cont.)
                  ...Murderer.

     Another photo goes down.  Another victim.  Another and another.
     Each more grisly than the last.

                            STROMBOLI
                       (Cont.)
                  Jog your memory?

     WALKER says nothing.

                            STROMBOLI
                       (Cont.)
                  How about this one?

     WALKER'S P.O.V.  -  down goes a photo of Mei, horribly mutilated and
     very dead.

                            WALKER
                  God.  No.
  
     He starts to shake.  Then throws himself forward across the table
     trying to reach Stromboli.  He's in a rage.

                            WALKER
                       (Cont.)
                  Bastard!

     The guards restrain him, plant him back on the chair.

                            STROMBOLI
                  We count eight so far.  Anyone we
                  missed?

     Walker is sobbing now.

                            WALKER
                  I told you  -  I didn't kill
                  anyone...

                            STROMBOLI
                  C'mon, Walker.  We can place you at
                  several of the crimes.  Your wife
                  couldn't verify your whereabouts.

                            BUMSTEAD
                  Where have you been for the last
                  three weeks?

     Walker looks utterly lost.

                            WALKER
                  I don't remember.

                            STROMBOLI
                  What do you remember?

                            WALKER
                  I don't remember anything before I
                  woke up in the hotel...

                            STROMBOLI
                  What were you doing there?

                            WALKER
                  I don't know...

                            BUMSTEAD
                  What's the doctor got to do with
                  this?

                            WALKER
                  I...  don't know...  Please...

                            STROMBOLI
                       (to guards)
                  Okay.

     THE GUARDS immediately GRAB Walker by his arms and carry him off.

     Stromboli and Bumstead watch him go.

                            STROMBOLI
                       (Cont.)
                  I'm not buying this amnesia stuff.


     EXT.  POLICE COMPOUND  -  SAME

     Walker is taken through a compound between buildings.  Behind a wire
     mesh fence, a SMALL CROWD OF CITIZENS hurl abuse and trash at him.

                            CROWD
                  Murderer!  Pig!  Bastard!

     The guards push Walker through a door and he's gone.


     INT.  POLICE VISITING ROOM  -  NIGHT

     Walker is led into an empty room with a glass barrier down the
     middle.  The guards sit him in a chair, then leave the room.

     The door on the other side of the barrier opens with a squeak  -
     EMMA WALKER steps in, looking nervous.  WALKER ignores her as she
     steps over and sits in front of him.

                            EMMA
                  John?

     Walker is looking down at the desk  -  he says nothing.

                            EMMA
                       (Cont.)
                  They told me I could come see you...

     He still says nothing.

                            EMMA
                       (Cont.)
                  I'm your wife, John.

     He looks up now.


     INT.  BUMSTEAD'S OFFICE  -  NIGHT

     TIGHT ON  -  Walker's belongings spread out on Bumstead's desk.  The
     photo of Emma, the postcard, the wallet...

     Bumstead is flipping through Walker's notebook, totally absorbed,
     when Crenshaw enters.

                            CRENSHAW
                  Sir, it's about the little girl...
                  The prostitute's daughter...

                            BUMSTEAD
                       (lost in thought)
                  Mmm-hmm.

                            CRENSHAW
                  She still won't speak.  But she did
                  this...

     Crenshaw hands Bumstead a crumpled sheet of paper.

     HIS P.O.V.

     A DRAWING.  Two men, stick figures, dressed in black, with
     impossibly long knives, slash at a screaming woman.

     Unmistakeable  -  STRANGERS.


     INT.  POLICE VISITING ROOM  -  LATER

     Walker and Emma face each other through the glass barrier.

                            WALKER
                  I thought it would make more sense.
                  I've got the pieces now, but when
                  I put it all together it's...  it
                  feels wrong...  You're telling me
                  about somebody else...

                            EMMA
                  No.  I wouldn't lie to you.

     Walker stands and turns his back on Emma, walks across the room.  He
     watches his reflection in a mirror.


     INT.  POLICE OBSERVATION ROOM  -  NIGHT

     BEHIND THE MIRROR

     Bumstead steps into a dark OBSERVATION ROOM.  A lone COP stands
     beside a turning tape-recorder.  We can hear the filtered voice of
     Emma through a speaker.

                            EMMA
                       (filter)
                  I need you.  I...  Please, John
                  you're hurting me so much.

     Bumstead watches the couple through the glass.

                            EMMA
                       (Cont.) (filter)
                  You make me feel like I don't exist,
                  like I'm not real any more.


     INT.  POLICE VISITING ROOM

     Walker turns to look at her.  She's crying, but she looks down,
     fumbles with coat, then starts to open her blouse...

                            EMMA
                  Look at me John.  You used to tell
                  me I was beautiful.  Don't you think
                  I'm beautiful any more?


     INT.  POLICE OBSERVATION ROOM

     Bumstead watches Emma.  He glances away, feels immoral watching this
     private moment.


     INT.  POLICE VISITING ROOM

     Walker steps over to her.

                            WALKER
                  Stop it.  I'm not trying to hurt
                  you...

     She looks at him, then Emma puts her face in her hands, overcome
     with tears.

                            WALKER
                       (Cont.)
                  Don't cry.  What's your name?

                            EMMA
                       (still sobbing)
                  Emma.

                            WALKER
                  Of course...  It's a beautiful name.

                            EMMA
                  I feel worthless.  I want to help
                  you, but I don't know how.

                            WALKER
                  You can help.

     He looks at her intensely.

                            WALKER
                       (Cont.)
                  Have you heard of a place called
                  "Shell Beach"?

                            EMMA
                  It's your home town...

                            WALKER
                  How do I get there?  Tell me.

     It seems so obvious, but she smiles because she's happy to be doing
     something for her husband.

                            EMMA
                  Sure.  I'll tell you.  You...

     She trails off into silence.  Her hand, about to point in a certain
     direction, freezes in mid-air.

                            EMMA
                       (Cont.)
                  ...funny, I don't remember.

     Walker sits back down quietly.

                            WALKER
                  Yeah.  Funny.


     INT.  POLICE OBSERVATION ROOM

                            CRENSHAW O.S.
                  Inspector.

     Bumstead turns to look over his shoulder at Crenshaw.

                            CRENSHAW
                       (Cont.)
                  I have a call for you in your
                  office.

                            BUMSTEAD
                  Can it wait?

                            CRENSHAW
                  I don't think so.  It's Walker's
                  doctor.


     INT.  BUMSTEAD'S OFFICE  -  NIGHT

     Bumstead and Crenshaw enter.  Bumstead grabs the receiver from the
     desk.

                            BUMSTEAD
                  Schreber, is that you?

                            SCHREBER O.S.
                  If you're smart you'll listen to
                  what I have to say, Bumstead, and do
                  exactly as I tell you...


     INT.  POLICE STATION CORRIDOR  -  LATER

     BUMSTEAD steps from his office and heads down an empty corridor.

                            VOICE O.S.
                  Bumstead!

     Bumstead turns to look down the corridor.  He sees STROMBOLI peeking
     out of his office door.

                            STROMBOLI
                  We need to talk.  Immediately.


     INT. STROMBOLI'S OFFICE  -  NIGHT

     Bumstead enters.  A nervous CHIEF-INSPECTOR is pacing in front of
     the glass wall that looks out over the precinct foyer.

                            STROMBOLI
                  Bumstead, you've excelled.  I'm
                  very grateful.  But I'm passing this
                  case on to higher authorities.

                            BUMSTEAD
                  I don't follow.

                            STROMBOLI
                  Your work is done.

                            BUMSTEAD
                  I have to tell you, I think you're
                  making a mistake.  We've only
                  scratched the surface...

                            STROMBOLI
                  Perhaps.  But I must follow orders.

                            BUMSTEAD
                  Walker is not responsible for the
                  murders, but I think he knows who
                  is...

                            STROMBOLI
                       (cuts in)
                  That's enough, Bumstead, you're in
                  above your head.  You've done your
                  job, now back off.

                            BUMSTEAD
                  What's going to happen to Walker?

     Stromboli points through the glass.  Bumstead can see THREE STRANGE-
     LOOKING MEN in ill-fitting brown suits, dark sunglasses, and hats,
     waiting impatiently in the foyer.

                            STROMBOLI
                  Those gentlemen are here to move him
                  to a high-security facility.  It's
                  out of our hands now.

     Bumstead suspiciously eyes the men.

                            BUMSTEAD
                  Who authorised this?

     Stromboli waves about a wad of documents in his hand.

                            STROMBOLI
                  All the papers are in order.  They
                  have very high authority.  That is
                  all, inspector.

     Bumstead doesn't move, he is about to say something more, but then
     he spins and leaves.


     INT.  POLICE STATION FOYER  -  SAME

     ANGLE ON  -  the GROUP OF BROWN-SUITED MEN  -  they stand around
     awkwardly, not speaking.

     Suddenly Bumstead walks right into THE TALLEST of the men, knocking
     him off-balance momentarily.

                            BUMSTEAD
                  Excuse me.  Sorry.

     As the TALL MAN straightens himself, Bumstead notices that the
     man's moustache is LOP-SIDED.  The other two men look on in the B.G.

     Bumstead heads off.  Glancing back, he motions to the TALL MAN that
     his moustache needs adjustment.

     TIGHT ON THE TALL MAN  -  we see it is MISTER HAND behind the
     disguise.


     INT.  HOLDING CELL  -  NIGHT

     Walker is staring blankly ahead at a small metal table across the
     room.  He concentrates, anger is simmering.

     ANGLE ON THE TABLE  -  one of the legs starts to buckle slowly, then
     another, like an invisible force is pressing down HARD on the table.

     KEYS RATTLE in the metal door of his cell.  The door swings open.
     Walker looks up to see Bumstead standing in the doorway.

     The two men look at each other for a SILENT BEAT.


     INT.  BUMSTEAD'S OFFICE  -  NIGHT

     Crenshaw steps in.  She's about to start filing the towering
     collection of paperwork on her desk but she notices something.

     TIGHT ANGLE  -  a lone RED ROSE sits on her desk.

     She picks it up and looks at it quizzically, as behind her:


     INT.  CORRIDOR/POLICE STATION

     STROMBOLI and the STRANGERS walk past the doorway.

     They walk up a short flight of stairs and head towards the holding
     cell at the end of the corridor.

     Stromboli is the first to get there and fumbles for the key in his
     pocket.


     INT.  POLICE HOLDING CELL  -  WIDE

     Stromboli opens the door and steps in.  His face drops.  Walker is
     gone.

     The Strangers fill the door behind him.  Stromboli doesn't know what
     to say.


     EXT.  CITY STREET  -  NIGHT

     Bumstead's car is travelling FAST.


     INT.  BUMSTEAD'S CAR  -  SAME

     Walker looks at the inspector  -  street lights pass over Bumstead
     as he stares at the road.

                            WALKER
                  If I didn't know better, I'd say you
                  just helped me escape.

     Bumstead says nothing, but hands Walker a file.

                            BUMSTEAD
                  Everything the department knows
                  about Johnathan Walker is in here.

     Walker flips through it.  Details of Walker's history.

                            BUMSTEAD
                       (Cont.)
                  Age thirty one.  Brown hair.  Green
                  eyes.  Five feet, ten and a half
                  inches tall.  Until recently worked
                  for a firm manufacturing scientific
                  equipment.  Wife's name  -  Emma.
                  Father and mother  -  Harold and
                  Edith.  Both dead.  Raised by his
                  uncle, Karl Walker, from the age of
                  twelve.  A family history of mental
                  instability...  etcetera.

                            WALKER
                  You know me better than I do.  Why
                  are you showing me this?

                            BUMSTEAD
                  Because I don't believe any of it.

     Walker looks at him.  Bumstead turns, a trace of a smile on his
     lips.

                            BUMSTEAD
                       (Cont.)
                  You are an enigma, Mister Walker.
                  And I'm going to solve your little
                  puzzle.

     Bumstead looks back at the road.

                            BUMSTEAD
                       (Cont.)
                  So tell me everything that has
                  happened to you since you woke up in
                  that hotel room, and leave nothing
                  out; no matter how implausible.


     INT.  UNDERWORLD/DARK CHAMBER  -  NIGHT

     DOCTOR SCHREBER is led into the room by Mister Hand.  The doctor
     sits at the head of a boardroom-style table.  He's cold, pulls his
     coat up about his neck.  The long table is lined on both sides with
     immobile STRANGERS.

     A DARK FIGURE walks into the room, steps to the other end of the
     table.  It's MISTER BLACK.

                            MISTER BLACK
                       (to Strangers)
                  Gentlemen.
                       (peers at Schreber)
                  Doctor.

     He sits.

                            MISTER BLACK
                       (Cont.)
                  It is clear to you we are unhappy,
                  yes?

                            SCHREBER
                  Yes, of course.  I...

     Mister Black waves his hand to silence Schreber who immediately
     complies.

                            MISTER BLACK
                  We find ourselves in an interesting
                  situation.  Our friend is making
                  quite a nuisance of himself.  He
                  know things.

     There is a general murmur of concern amongst the gathered Strangers.

                            MISTER BLACK
                       (Cont.)
                  Explain to us, Doctor.  Why is the
                  situation like this?  Yes?

     Schreber seems distinctly uncomfortable.

                            SCHREBER
                  I'm not certain I understand.

     Mister Hand steps forward, and places the BROKEN SYRINGE he found in
     Walker's hotel room, in front of Schreber.

                            MISTER HAND
                  We found this the night we lost him.

     Schreber plays it cool.

                            SCHREBER
                  So?

                            MISTER HAND
                  He has been imprinted.

                            SCHREBER
                  I thought you said you didn't get to
                  him in time.

                            MISTER HAND
                  Someone else did.

                            SCHREBER
                  That's impossible.

                            MISTER HAND
                  It is the only explanation.

     Schreber knows he is in trouble.

                            SCHREBER
                  Are you accusing me of this?  Is
                  that it!
                       (angry now  -  on his
                        feet)
                  You have trusted me for so long.
                  You think I would throw everything
                  away now?  What reason would I have?
                       (he's glaring at Mister
                        Black)
                  I think your men are making up
                  things, trying to cover their
                  inadequacies...

     Mister Sleep pulls at Mister Black's sleeve.  Mister Black leans
     down, as the CAMERA PUSHES IN TIGHT on Mister Sleep whispering into
     his ear.

     For the first time we hear Mister Sleep's VOICE  -  a hoarse,
     metallic whisper.

                            MISTER SLEEP
                  He can help us...  find him.

     Mister Black looks back at Schreber.

                            MISTER BLACK
                  Dearest Doctor.  You insult my
                  intelligence.  Yes?

     For a moment Schreber says nothing, then:

                            SCHREBER
                  It's cold in here, don't you think?


     INT.  BUMSTEAD'S APARTMENT  -  NIGHT

     Bumstead leads Walker through the front door, into a SITTING ROOM.

                            WALKER
                  Why are you helping me?

                            BUMSTEAD
                  I pride myself on being thorough.
                  There are holes in your case you
                  could drive a truck through.

     Walker steps towards a sofa.

                            BUMSTEAD
                       (Cont.)
                  Please.  Not that way.  If you could
                  follow the covering  -  the carpet
                  gets stained and it's impossible to
                  clean.

     Bumstead indicates a CLEAR PLASTIC MAT running through the room.

                            WALKER
                  Isn't it risky coming here?

                            BUMSTEAD
                  I have to get something.  Excuse me
                  a moment.

     IN THE BEDROOM

     Bumstead removes an empty suitcase from a closet and places neatly
     folded clothes into it.

                            BUMSTEAD
                       (Cont.) (calling to Walker)
                  What do you know about the men in
                  black?

     ON WALKER

                            WALKER
                  They're not people  -  they're
                  something else.  They want me dead.
                  But I don't know why.

     Bumstead walks back into the sitting room, packed bag in hand.  He
     looks at Walker leafing through the file.

     Bumstead paces thoughtfully, careful to stay on the plastic
     protective covering.

                            BUMSTEAD
                  There's another reason I'm helping
                  you.

     He turns, glares at Walker.

                            BUMSTEAD
                       (Cont.)
                  Recently I came to the conclusion I
                  was losing my mind.  I discovered my
                  life had...  inconsistencies.
                  Everything was liquid beneath a thin
                  surface that has always seemed so
                  solid to me...  Do you understand
                  what I'm saying, or does it sound
                  crazy?

     Walker smiles, shakes his head.

                            WALKER
                  It doesn't sound crazy.

                            BUMSTEAD
                  Yes.  Well, now I know it's not me
                  that's insane, it's the city.

     Bumstead lifts his piano accordion out from behind the sofa and is
     about to place it in its case.  Walker quietly looks at him.

                            BUMSTEAD
                       (Cont.)
                  It's a gift from my mother.

     He puts it into the case.

                            BUMSTEAD
                       (Cont.)
                  Is there anything you haven't told
                  me?  Even the most insignificant
                  thing?

                            WALKER
                  No.  Nothing I can think of.
                  Except...

                            BUMSTEAD
                  Go on.

                            WALKER
                  Well.  The one thing I've been
                  certain of, all this time, is that
                  I must get to the ocean.  I don't
                  know why but I have this...
                  feeling.

                            BUMSTEAD
                  What do you think you'll find there?

                            WALKER
                  Some answers I hope.
                       (beat)
                  The point is no one seems to know
                  how to get there.

                            BUMSTEAD
                  Why, that's ridiculous.  You just...

     He trails off.  Shakes his head slowly.


     INT.  PUBLIC LIBRARY  -  NIGHT

     A vast, empty room.  An expanse of polished floor.

     An elderly female LIBRARIAN sits behind a desk, beneath a big sign.
     'SILENCE' it says, in formal letters.  She's smoking, reading.

                            WALKER O.S.
                  Keep maps of the city here?

     The librarian looks up from her book to see Walker and Bumstead.
     She blows her nose into a tissue.  The snort ECHOES LOUDLY.

                            LIBRARIAN
                  Our maps section is closed.
                  Remodelling.

     Bumstead pulls out his BADGE and shows it to her.

                            BUMSTEAD
                  We'd like to see it all the same.


     INT.  LIBRARY CORRIDOR  -  NIGHT

     The librarian leads Walker and Bumstead down a DARK HALL lined with
     statues between towering rows stacked with old volumes.

     She stops and points at ornate double doors.  A sign is nailed to
     one of the doors:  WE APOLOGISE FOR ANY INCONVENIENCE.

                            LIBRARIAN
                  In there.


     INT.  MAP SECTION  -  LATER

     A narrow room, crammed with old documents.

     Bumstead is sitting at a BIG TABLE  -  maps spread out in front of
     him.

                            WALKER O.S.
                  This is crazy...

     MOVING ANGLE ON WALKER  -  as he walks between rows of shelves,
     looking briefly at dusty documents, then discarding them.

                            WALKER
                       (Cont.)
                  None of these maps extend far
                  enough.

                            BUMSTEAD
                  Except for this one...

     He puts down a tattered old-looking map.  Walker steps across.

                            BUMSTEAD
                       (Cont.)
                  Take a look.  The buildings are a
                  barrier, no windows, no doors  -
                  everything just  -  ends...  At
                  first I thought there was no way to
                  get to the ocean...

     TIGHT ANGLE  -  Bumstead's finger jabs down.

                            BUMSTEAD
                       (Cont.)
                  Here.  One door, just one...  In
                  this building.

                            WALKER
                  Apartment "H".

                            BUMSTEAD
                       (lost in thought)
                  Gesundheit...

                            WALKER
                       (looks up)
                  I didn't sneeze.

     Bumstead ignores this and goes on.

                            BUMSTEAD
                  I have a feeling you are right  -  I
                  think this is very important...

     He rips a section of the map off and stuffs it in his pocket.  He
     turns to see Walker STARING intensely at a SMALL TABLE.

     One by one, several books lying on the table, PICK THEMSELVES UP and
     start to DANCE back and forth on the surface.  They twirl, and open
     and shut magically.

                            BUMSTEAD
                       (Cont.) (spooked)
                  Are you doing that?

                            WALKER
                  I'm not sure.  I just thought about
                  it...  and it's happening...

     Bumstead looks on in utter amazement.


     EXT.  BATH-HOUSE  -  NIGHT

     Walker and Bumstead stand before FROSTED GLASS DOORS.  Bumstead's
     car is parked on the street behind them.

     A sign hangs on the doors saying:  CLOSED.

                            WALKER
                This is where he said to meet?

     Bumstead nods his head, then pushes at the doors and they swing
     open.


     INT.  BATH-HOUSE  -  NIGHT

     The two men walk cautiously through the echoic interior.  Bumstead
     has his pistol DRAWN.

     They step into the vast main room  -  across the pool they can see
     the figure of DOCTOR SCHREBER waiting for them.

                            SCHREBER O.S.
                  Gentlemen.

     They walk towards him.

                            SCHREBER
                       (Cont.)
                  I come here often.  It helps me
                  think.

     Walker and Bumstead stop when they reach the doctor.

                            BUMSTEAD
                  What's this about, Schreber?

                            SCHREBER
                  I know you must have many questions
                  to ask, but let me make things
                  expedient and try to explain...

     CUT TO BLACK:

     SCHREBER'S VOICE RUNS OVER  -  SILENT FLASH-BACK IMAGES IN SLOW MOTION

                            SCHREBER V.O.
                  First there was darkness.


     INT.  HOTEL BATHROOM (FLASHBACK)

     FADE UP ON  -  A WIDE DOWN SHOT  -  Walker lies sleeping in the tub.
     The door opens and Schreber enters.

                            SCHREBER V.O.
                       (Cont.)
                  Then came the Strangers  -  I don't
                  know who they are, all I know is
                  they've always been here.

     Schreber is kneeling next to Walker.  He removes a GLASS SYRINGE
     from his leather bag.

                            SCHREBER V.O.
                       (Cont.)
                  This city is an experiment.  The
                  Strangers made it...

     Schreber INJECTS Walker in the cranium with the first syringe, in
     TOTAL SILENCE moving so slowly, like he is underwater.

                            SCHREBER V.O.
                       (Cont.)
                  They keep adding to it and learning.
                  I discovered their secret.
                  Sometimes, rarely, people do.  They
                  are either used or dispensed with  -
                  I was used.

     Schreber has removed the SECOND SYRINGE, but he is suddenly startled
     by noises next door, he drops the syringe.

     ANGLE ON  -  a woman screaming in silence.

                            SCHREBER V.O.
                       (Cont.)
                  I help them.  When they want to
                  study a serial killer say, they just
                  add another person to the mix, give
                  him a specific personality, a
                  family, friends, a history, and
                  study the results.

     TIGHT ANGLE  -  the syringe falls, smashes on the tiles.

     Schreber is scared now  -  he backs towards the window and bumps the
     light bulb.

     TIGHT ANGLE ON  -  the light bulb, swinging.

                            SCHREBER V.O.
                       (Cont.)
                  I helped them devise these
                  experiments  - in your case I saw to
                  it that you would be left blank.  I
                  wanted to give you my own engram.


     INT.  HOTEL BEDROOM (FLASHBACK)

     IN THE BEDROOM  -  Mister Sleep has just finished killing the woman.
     He is wiping blood off his blade.  He turns towards the bathroom
     door  -  he's heard something.


     INT.  HOTEL BATHROOM (FLASHBACK)

     Schreber climbs awkwardly out onto the ledge outside the window,
     shuts the window behind him, tries to look back into the room  -  he
     sees the door open, and Mister Sleep look in.

                            SCHREBER V.O.
                       (Cont.)
                  You are special, a random gene,
                  created rarely, the Strangers know
                  not why  -  I thought I could use
                  you to advantage, to beat the
                  Strangers at their own game...


     INT.  HOTEL CORRIDOR (FLASHBACK)

     Mister Sleep walks away down the corridor, towards the elevator.


     INT.  HOTEL BATHROOM (FLASHBACK)

     Walker gets out of the bath.  Schreber still watches from the ledge,
     but just then the ledge gives way, he almost falls and has to
     retreat to a nearby window.

     END FLASHBACK


     INT.  BATH-HOUSE  -  NIGHT

     Schreber is pacing along the edge of the pool  -  DAPPLED LIGHT
     illuminates his face from below, making him look quite demonic.

                            SCHREBER
                       (Cont.)
                  You have special gifts you've only
                  begun to understand.  If you could
                  have mastered them, you would have
                  been a formidable foe.

     TIGHTER ON SCHREBER

                            SCHREBER
                       (Cont.)
                  They call it dreaming  -  it is
                  their ability to create and re-
                  create.  You have that power.

     Walker holds up his notebook.

                            WALKER
                  How could I have known all this,
                  written it all down, and then
                  forgotten it?

     Schreber smiles sadly.

                            SCHREBER
                  Mister Walker.  You still don't see.
                  That book was my little insurance
                  policy.  I made it.  You were never
                  a child  -  your entire history is
                  an illusion, a fabrication.  As it
                  is with all of us.

     Bumstead becomes aware of MOVEMENT in the shadows behind him.  He
     spins and points his gun into the darkness, but sees NOTHING.

                            SCHREBER
                       (Cont.)
                  I'm sorry, Mister Walker.  We had
                  our chance, now knowing all this, I
                  suggest you co-operate.  It is the
                  only way...

     Bumstead glances back to Schreber.

     Schreber is frightened.

     Bumstead aims his gun at Schreber.

     Walker looks at Bumstead.

                            WALKER
                  What are you doing!

     A FLASH OF LIGHT illuminates the bath-house and there is a deafening
     BANG!

     Schreber has fallen to the floor but looks unhurt.  Behind him a
     STRANGER stumbles from the shadows, bleeding from a hole between his
     eyes.

     The Stranger pitches forward and FALLS stiffly into the pool.

     Bumstead reacts.

                            BUMSTEAD
                  Run!  Get out of here.

     SMOKE CLEARS  -  Mister Hand steps into the light.

     PAN TO REVEAL SEVERAL STRANGERS stepping from the shadows, amongst
     them Mister Sleep.

     Bumstead spins on a nearby man and shoots him, but he is totally out
     numbered.

     A Stranger behind him SLASHES Bumstead across his back.  He drops
     the gun in pain.  Then another Stranger steps forward and DRIVES his
     dagger into Bumstead's side.

     Walker goes to help Bumstead.  But Mister Hand is BEHIND HIM now, he
     brings his hand down HARD on Walker's head.

     BLACK


     EXT.  ALLEY  -  NIGHT

     WALKER, unconscious, is carried by the Strangers down a narrow alley
     to a SOLITARY METAL DOOR in a wall.

     Mister Hand steps up to the door, leans down to a mat at the foot of
     the door, lifts it and takes a KEY from underneath.  He unlocks the
     door, opens it, puts the key back, goes inside.  He waves the other
     men forward.

     ANGLE ON THE MAT  -  on it is written:  WELCOME.


     INT.  CORRIDOR/ELEVATOR

     Through the door  -  AN ELEVATOR.  There is only a down button.
     Mister Hand presses it, several seconds later the doors OPEN.

     They step inside.  The doors close, the lift descends.

     When the doors open again they reveal a DARK PASSAGEWAY.


     INT.  STRANGERS' UNDERWORLD  -  NIGHT

     WALKER is beginning to come to.  He's taken down a corridor to a
     small RAISED PLATFORM, between arches.

     A number of OPEN CARTS, with numbers on their sides, roll past on
     tracks  -  the scene resembles some bizarre amusement-park ride.

     The Strangers carry Walker aboard.  Mister Hand sits beside him.

     The cart lurches forward, into a DARK TUNNEL, deeper into the secret
     underworld of the STRANGERS  -  IT MOVES THROUGH a subterranean
     landscape of strange machines.

     TIGHT ON WALKER  -  he opens his eyes, looks around groggily, sees
     Mister Hand...

                            WALKER
                  Where...  are you taking me?

                            MISTER HAND
                  You will see shortly.

     MOVE PAST A SECTION OF TUNNEL  -  that looks out at a SMALL AREA
     (like a factory floor).  Strangers move about watching a long
     conveyor belt carrying NAKED HUMAN BODIES.

     Walker tries to see more but the cart quickly moves into ANOTHER
     TUNNEL and the weird scene is gone.

     The cart finally comes to a stop in a CAVE.

                            MISTER HAND
                       (Cont.)
                  Here we are.

     They get out.  Mister Hand points to a door at the end of a LONG
     CORRIDOR to the side.

                            MISTER HAND
                       (Cont.)
                  You must go in there.

     The two Strangers holding Walker, PUSH HIM forward.  Walker almost
     falls but manages to step shakily towards the door.


     INT.  HOSPITAL ROOM  -  NIGHT

     Bumstead enters, holding his piano accordion.  He's clutching a
     bleeding gash in his side...  He stumbles over to his mother, in her
     life support machine.

     ANGLE ON HIS HAND  -  it reaches out and gently caresses the glass
     over his mother's staring face.

                            BUMSTEAD
                       (whisper)
                  I'm so sorry.

     He reaches down and grabs wires leading to the machine.  He pulls at
     them until they SNAP LOOSE from their connections.

     SEVERAL ANGLES of machines dying, lights going out, breathing
     apparatus ceasing to pump.

     HIS MOTHER  -  she struggles momentarily, her eyes widen and she
     reaches out to him through the glass, then she is finally still.

     Bumstead turns away from the woman.  His face is shadowed but he is
     clearly crying.

     ANOTHER ANGLE  -  Bumstead pulls up the metal chair and sits,
     grimacing with pain.  He lifts the accordion with some difficulty
     and balances it on his knee.

     WIDER  -  Bumstead is sitting beside his dead mother in her now
     silent life support machine.

     He starts to PLAY  -  the music still pretty.  But he's breathing
     heavily  -  and his blood is DRIP, DRIP, DRIPPING onto the floor...


     INT.  UNDERWORLD/BARE ROOM  -  NIGHT

     Walker steps in.  The door shuts automatically behind him.

     A blast of electrical FEED-BACK.  Walker looks up at a SPEAKER
     mounted to the wall.

                            MECHANICAL VOICE
                       (through speaker)
                  Move  -  forward.

     Walker follows a PAINTED LINE on the floor, stands before a strange
     machine.

     A SLOT opens in the wall behind him.  MECHANICAL ARMS spring
     forward, restrain him.  A CLAW lowers from the ceiling, grips
     Walker's head, thrusts it abruptly into a GOGGLE-LIKE MECHANISM  on
     the machine.

     Walker struggles but the claws hold him firmly in place.

     A sudden bright BURST OF LIGHT from the machine blinds him.  There
     is another burst, then another.

                            MECHANICAL VOICE
                  Move  -  forward.

     Across the room A BUZZER SOUNDS, a red light flashes above a door.
     Walker steps over, rubbing his eyes, barely able to see.  He opens
     the door and steps into darkness.


     INT.  UNDERWORLD WHEEL ROOM

     LIGHTS COME ON  -  extremely bright.

     Another room.  A chair faces a LARGE WHEEL painted in a black and
     white spiral.

                            VOICE
                  Move  -  forward.

     He sits down  -  the wheel turns, faster and faster.

                            VOICE
                  Watch  -  the  -  wheel.

     The wheel stops spinning after several seconds.

                            VOICE
                  Move  -  forward.


     INT.  UNDERWORLD X-RAY ROOM

     The next room is full of SCIENTIFIC EQUIPMENT.

                            VOICE
                  Stand  -  behind  -  the  -  screen.

     Walker sees an X-RAY MACHINE  -  he steps across to it.  The screen
     lights up, filling the room with a green glow.  We can see the shape
     of his skeleton.

     Across the room double doors open TO REVEAL:


     INT.  DARK CHAMBER  -  SAME

                            VOICE
                  Move  -  forward.

     Walker looks into the hall.  He can see it is full of Strangers.

     Mister Black sits behind his podium.  He waves to Walker.

                            MISTER BLACK
                  Mister Walker!  No need to be shy.

     He starts to walk forward, but as he reaches the doors...

     A SILHOUETTED FIGURE in a bizarre metal contraption wheels into his
     way.  A skeletal hand reaches out to Walker, grabs his arm.  An
     inhuman moan.

     Terrorised, Walker pulls back.

     The mechanised figure trundles forward, pins him to a wall.  Light
     reveals:  DOCTOR SCHREBER covered in blood, encased in a metal
     frameword covered in silver blades.

     The blades are connected to the wheels  -  they turn when he moves
     forward, metal cuts into his flesh, slowly SKINNING HIM ALIVE.

     Between immense pain, the doctor hisses at Walker so no one will
     hear.

                            SCHREBER
                  You can...  still...  beat them...
                  Remember what I taught you...

     A trickle of blood runs down his face.

     Two Strangers step forward and pull Schreber back into the room.  As
     the wheels turn, BLADES SPIN furiously, peeling back flesh.

                            MISTER BLACK
                  Come here.  Don't mind him, he's
                  just being taught a lesson.

     Walker moves past Schreber, still held back by the Strangers, and
     into the room.

     Walker looks around.

     HIS P.O.V.  -  Strangers' faces watch him silently as he moves to
     the front of the room to where Mister Black is waiting.

                            MISTER BLACK
                       (Cont.)
                  Welcome to our little home, Mister
                  Walker.

                            WALKER
                  What is this place?

                            MISTER BLACK
                  We like to think of it as a control
                  room.  This is where we keep things
                  working.  Keep the clocks ticking.

     Walker stops at the base of Mister Black's podium.

                            MISTER BLACK
                       (Cont.)
                  You have been a lot of trouble.  But
                  not you can help us make sure this
                  never happens again, yes.

     Mister Black points over Walker's head.  Walker turns to see a
     COMPLEX MACHINE.  Basically a bench with various gadgets attached to
     it  -  knives, saws, lights  -  Walker suddenly realises it's a
     weird AUTOMATED OPERATING TABLE.

                            MISTER BLACK
                       (Cont.)
                  We want to understand how you work.
                  What makes you tick, that's all.

     Mister Hand nods to several Strangers standing beside him.  They
     step forward and grab Walker, he fights them, but they DRAG HIM to
     the table and strap him down.

     Mister Hand now steps forward with a syringe and brings it to
     Walker's forehead.

     But suddenly his HAND FREEZES, then recoils, the syringe flies
     across the room and smashes on the floor.

     The Strangers all look at Walker, a murmur of concern.

                            MISTER BLACK
                       (Cont.)
                  How dare you use your tricks on me!

     Walker, genuinely surprised, looks around.  Several Strangers BACK
     AWAY from him, scared.

                            STRANGER 1
                  Freak!

                            STRANGER 2
                  Monster!

     A STRANGER stands.

                            STRANGER 3
                  He can dream!

     The Strangers share a frightened look.

                            MISTER BLACK
                       (annoyed)
                  Shut up, fool!
                       (beat)
                  Children's games.

     CLOSE on Mister Black's eyes.

     THEN VARIOUS TIGHT ANGLES  -  on the operating machine.  Wheels
     start to turn, spinning knives descend towards Walker.

     TIGHT ON WALKER  -  beads of sweat run down his face.  He looks at
     the knives.  Metal CLANGS, cogs BREAK, springs RIP APART and one by
     one the knives STOP.

     SEVERAL Strangers are TERRIFIED.  Walker is amazed at his own
     performance.  HE NOW LOOKS at Mister Black.

     The papers on the podium in front of Mister Black BURST INTO FLAMES.
     Mister Black recoils, taken by surprise.

     Now Walker's bonds STRETCH AND BREAK.  He gets out of the machine,
     and stands.

     Mister Black is furious, spit flies from his mouth.

                            MISTER BLACK
                       (Cont.) (shouts)
                  SHUT IT DOWN!

     A Stranger at the back of the room picks up a PHONE.  Everyone in
     the room waits in silence.

                            MAN ON PHONE
                  Yes, we have a problem here.  Shut
                  it down immediately.

     Walker doesn't understand what is going on.  O.S. the SOUND of
     MACHINES WINDING DOWN.

     ANGLE ON THE MASSIVE RUSTED METAL CLOCK hanging on the wall.  ON the
     SECOND HAND.  It suddenly GRINDS TO A DEAD STOP.

     All eyes are on Mister Black.

                            MISTER BLACK
                  This has all gone much too far!

     Mister Black stands and starts to SHAKE.  His eyes shut, clenches
     his teeth, grips his cane, plants his feet firmly to the floor.

     IN FRONT of Mister Black the AIR RIPPLES and DISTORTS  -  a SHOCK
     WAVE moves out from the center, HURTLES ACROSS the room, throws
     Walker off his feet, SMASHES him against a wall.

     Mister Black is still shaking, his body is RIPPLING, he seems to be
     getting TALLER.

     Walker is picking himself up off the floor, dazed, hurt, and
     terrified.

     Around the room WALLS CRACK, plaster rains down from the ceiling.

     ANOTHER SHOCKW AVE flies at Walker.  He lunges out of the way as it
     SMASHES the wall like an invisible fist.

     Walker tenses his body.

     ANGLE PUSHES IN RAPIDLY ON WALKER'S EYES...

     Across the room, Mister Black is shaking violently, still behind
     the podium.  The podium RIPS from its moorings, slides across the
     floor and PINS Mister Black to the wall.

     Mister Black yells in pain, shakes MORE VIOLENTLY...

     THE PODIUM EXPLODES  -  splintering into a thousand pieces.  Mister
     Black steps forward through the dust.

     Several STRANGERS huddle behind an upturned table, watching WALKER
     and MISTER BLACK.

     They face each other, both standing  -  mental energies focused
     against each other.

     The fighting is taking its toll on both men.

     A DAGGER RISES INTO THE AIR hangs suspended, slowly rotating to face
     Walker with its shining silver blade.

     Mister Black is clenching his rotting teeth, tightening bony fists
     by his side.  Pushing every ounce of mental power at the knife.

     Walker, bleeding from a gash in his cheek, is straining his mind
     against the knife.

     The blade STARTS TO MOVE, ever so slowly at first, towards Walker.
     His body is shaking with his mental effort.  A bead of sweat runs
     down his brow, dripping into his eye, blurring his vision.  HE'S
     LOSING...

     BUT THEN Walker focuses on Mister Black's eyes.  Slowly Walker
     brings up his hand, reaches OUT, like he's holding something.  He
     starts to close his hand into a FIST, squeezing with all his
     might...

     INSIDE MISTER BLACK'S HEAD the INSECT starts to SHAKE, and collapse
     in on itself, like it's getting CRUSHED by an invisible force...

     ANGLE ON THE DAGGER  -  it falls from the air and CLATTERS on the
     floor.

     ANGLE ON MISTER BLACK  -  his eyes cloud over and he too falls down,
     and lies STILL.

     A SILENCE falls over the room.

     Above Walker, the big clock starts to turn  -  TICK, TICK, TICK.

     All the Strangers look at Mister Black in fear.  Mister Hand walks
     over to him and leans down.

     Now all the walls around the room, crack and break, the DARK CHAMBER
     IS CAVING IN ON ITSELF.

     Walker turns and runs.


     EXT.  CITY  -  NIGHT

     All over the city things START TO FALL APART...

     MONTAGE

     A street CRACKS OPEN.  Beneath the pavement are pulsating intestine-
     like organs.  These burst open and spurt bile...

     A building vanishes...

     A car on a street corner flies into the air...

     A telephone box STARTS TO SPIN, faster and faster, digging itself
     into the concrete.  Monstrous INSECT LEGS sprout from the hole left
     behind...

     Geysers of STEAMING MUD spurt into the night sky...

     BLACK EXCREMENT forces up out of a sewer, runs down stone steps...

     THE CITY is coming apart...


     INT.  HOSPITAL ROOM  -  NIGHT

     Bumstead is slumped over his accordion  -  there is a pool of blood
     on the floor beneath him, but he's still breathing.

     The room TREMBLES and Bumstead looks TOWARDS THE WINDOW  - SOMETHING
     is going on out there, but then...

     Behind him the door opens and a FIGURE walks forward, stops.
     Bumstead is barely conscious, but is aware of the man behind him.
     He doesn't turn around.

                            STROMBOLI
                  Hello, Bumstead.

     Stromboli is just an OUT OF FOCUS silhouette.

                            STROMBOLI
                       (Cont.)
                  Why do you always find things out
                  the hard way.  You should have
                  listened to me, just done your job,
                  and now everything would be okay.
                  But you had to play detective.

                            BUMSTEAD
                       (a hiss)
                  You're one of them...

                            STROMBOLI
                       (laughs)
                  These people don't play games.  They
                  can do anything they want, don't you
                  understand?  Maybe I am one of them,
                  but then, in a way, we all are,
                  Bumstead...

     WIDER NOW  -  WE SEE STROMBOLI CLEARLY for the first time.  He is
     holding a gun.  He brings it up and touches it gently against
     Bumstead's temple.

                            STROMBOLI
                       (Cont.)
                  Think of this as an early
                  retirement.  Didn't bring that gold
                  watch I'm afraid.

     Bumstead shuts his eyes and grits his teeth, as Stromboli's finger
     TIGHTENS on the trigger.


     EXT.  STREET  -  NIGHT

     WALKER is running, clutching THE MAP.

     WIDER  -  Walker runs towards AN ORNATE BLACK BUILDING, tightly
     hemmed in on both sides by a veritable wall of towers.


     INT.  ORNATE BUILDING  -  MOMENTS LATER

     Walker reaches the top of a spiral flight of stairs.

     HIS P.O.V.

     APARTMENT 'H'  -  a rusted metal letter on the door.  Walker steps
     forward.


     INT.  APARTMENT 'H'

     The door creaks open, unlocked.

     The rooms are empty, derelict, strewn with rubbish.  Mould grows on
     the damp walls.

     A DOOR stands at the end of a long empty room.

     Walker can hear the muffled sounds of SURF, SEAGULLS.  He starts to
     walk forward.  As he approaches the door he begins to feel colder.

     He opens the door and looks out.  A blast of SUNLIGHT  -  blue ocean
     and sky.

                            VOICE O.S.
                  Mister Walker?

     Walker doesn't turn, he takes a step forward, then another  -  and
     RUNS INTO THE SKY  -  A PAINTED WALL.  He glances up at a small
     SPEAKER built into the wall  -  the SOURCE of the sea-side SOUND
     EFFECTS.

     Now he turns around.

                            MISTER HAND
                  There is nothing.  Beyond the city.
                  Never has been.  Yes?

     ANGLE ON MISTER HAND  -  the Stranger stands at the end of the room.

                            MISTER HAND
                       (Cont.)
                  Been waiting for you, yes...  You
                  see Mister Walker, you need us.  You
                  can destroy everything but you need
                  something to replace it with.
                  Without us, your kind cannot exist.

     Walker turns and walks off into darkness.


     EXT.  CITY  -  NIGHT

     The skyline continues to CHANGE  -  buildings COLLAPSE, FIRES have
     started burning, DISTANT SCREAMS O.S.


     INT.  HOTEL ROOM  -  NIGHT

     A P.O.V. enters a small room.

     A clock ticks on a wall.  A cough O.S. from the corridor.  A FAT
     MAN, talks as he enters:

                            FAT MAN
                  ...it's small...  but it's clean.

     It isn't.

     JOHN WALKER enters.  He is haggard, eyes rimmed with red.  He still
     holds the small black NOTEBOOK, tight to his chest.  He stands in
     the center of the room.

                            FAT MAN
                       (Cont.) (looks out window)
                  Crazy out their tonight.

                            WALKER
                  I'll take it.

     The FAT MAN blows his nose loudly and leaves, shutting the door.

     Walker puts the notebook down on a table near the open window.

     He pulls out his wallet and removes the PHOTO of Emma, places it
     against the pillow on the bed.  He sits on the edge of the bed and
     looks at it.

     LATER

     Walker has fallen asleep on the bed.

     He wakes, stands and walks over to the sink next to the bed.  He
     moves like he is underwater.

     ANGLE ON  -  The curtain tugged by the breeze.

     Walker steps to the window, PARTS the lace curtain with shaking
     hands.

     OUTSIDE

     A narrow street and at the end:  THE OCEAN.

     The sound of distant surf, he can taste the salt spray.

     That's not all.  Over the horizon THE SUN IS RISING.

     THE CAMERA MOVES IN STEADILY towards the notebook near the window.
     As the SHOT TIGHTENS we can read the title on the cover:  HOW THINGS
     WORK  -  BY JOHNATHAN WALKER, AGE NINE.

     Now a GUST OF WIND blows open the book.  The pages flicker past.
     GLIMPSES of a child's drawings:  of smiling people, the sun shining
     down on a blue ocean full of sailing boats, fields of flowers.

     ANGLE WIDENS AGAIN  -  Walker is gone.


     INT.  LONG CORRIDOR  -  DAY

     SOUND OF SURF, distant, muffled.

     CAMERA MOVES slowly towards a door.  The final door  -  no others
     beyond this.  ECHOIC FOOTSTEPS.

     TIGHT ON WALKER  -  His haggard face moves through darkness.

                            MISTER HAND O.S.
                  What are you doing!

     Walker turns, looks at Mister Hand.

                            WALKER
                  Just changing a few things around
                  here, that's all.

     He turns and heads for the door again.

     HIS P.O.V.  -  WATER, waves breaking, through the cracks in the
     floorboards of the hallway.

     ANOTHER ANGLE

     The cracks around the closed door are illuminated, white-hot, by the
     SUN outside.

     ON HIS HAND  -  As he reaches towards the handle.

     ON HIS FACE  -  As the door opens.  A sharp line of light cuts
     across his features, as his eyes blink and water.  The wind pulls at
     his messy hair.  SURF NOISE is louder now.


     EXT.  PIER  -  DAY

     REVERSE ANGLE  -  WIDER  -  OUTSIDE looking through the door, along
     a long wooden pier jutting out into a blue seascape.  At the end of
     the pier stands the figure of A WOMAN WITH RED HAIR.  She looks out
     at the ocean, her back turned.

     ANGLE ON WALKER  -  standing in the open doorway.  He squints into
     the sun.  He looks happy for the first time.  He steps OUT OF FRAME
     briskly  -  a weight gone from his shoulders.  Everything is clear
     finally, he knows exactly what to do.

     The last we see of Mister Hand he tries to edge down the corridor to
     the open door but the sunlight drives him back, he is forced back
     into the shadows.

     REVERSE ANGLE

     A TRACKING SHOT follows Walker, moves down the pier toward the
     woman.  As Walker steps up to her, she turns and smiles.  It's Emma.

                            EMMA
                       (indicates the sea)
                  Beautiful.

     Walker nods slowly.

                            WALKER
                  Yes...

     He looks out of place in his crumpled suit.  He stares out at the
     ocean.  Seagulls fly over.  Sun reflects off waves.

                            WALKER
                       (Cont.)
                  Is Shell Beach near here?

                            EMMA
                  Across the bay.
                       (she points)
                  Over there.

     Walker looks out over the water and sees a small, idyllic town in
     the sunlight.

                            EMMA
                       (Cont.)
                  I'm Emma.

     Walker smiles and turns away, walks down the pier, headed for the
     town.

                            EMMA
                       (Cont.) (calls after him)
                  What's your name?

     He turns, looks at her, smiles again.

                            WALKER
                  John...  John Walker.

     FADE TO BLACK

     CREDITS