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script

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                        HALLOWEEN
                        SANCTUARY



                     a filmscript by

                      Matt Thompson

                            &

                       Jim Kershaw



                                          FIRST DRAFT REVISED
                                          



OPEN ON:

BLACK for a beat, and then we SUPER the FOLLOWING QUOTE:


             "Evil is unspectacular and always
             human, and shares our bed and eats
             at our table."

                          - W.H. Auden

                                             FADE TO BLACK.

SUPER TITLE:        OCTOBER 30, 2004

FADE IN:

EXT. CEMETERY - DAY

A thick layer of fog blankets individual gravestones placed
in orderly rows.  In the distance, a crow announces its
disgust of something unseen.  Wind sweeps across the lawn,
presenting a ghostly chill.

SUPER TITLE:        HADDONFIELD, ILLINOIS

With noticeable resistance an iron gate splits open.  Charred
red with rust, the thick iron bars show their age.  A FIGURE
appears in the distance, shadow more than anything as it
quickly approaches.  Wearing a dark coat and hood.  His face
concealed.

The CARETAKER steps into FRAME.  He's a husky man in his
mid-fifties with a white, unkempt beard.  He moves quickly
to the Figure who has just worked his way inside the gate.

                          CARETAKER
             Who're you looking for, stranger?

                          FIGURE
             Strode.

Caretaker sighs.  It's a familiar, haunted name.  He's quite
disgusted that the world seems fascinated with the work of
Michael Myers.

                          CARETAKER
             This way.

Caretaker leads the Figure into the populace of graves.
They pass several as the wind seems to grow harsher with
each step they take into this eerie place.

                                                             2.


EXT. CEMETERY - DAY - MINUTES LATER

They both continue, now deeper into the graveyard.

                          CARETAKER (CONT'D)
             What's with all the Myers nonsense
             today?

                          FIGURE
             I don't follow.

                          CARETAKER
             Well, you're the second person
             today looking for someone that
             maniac put in the ground.
                    (suspicious)
             There's not some freak cult in
             town, is there?

Figure gives no answer.

They continue on for a few silent moments, and then come to
a stop in front of a particular grave.  Atop the ground is
not the expected headstone, but instead the form of an angel,
arms spread wide in a welcoming gesture.

The heavens part and a slow, consistent drizzle leaks upon
the earth.  Figure's hood is put to good use, but the
Caretaker isn't so lucky.

CLOSE:  THE ANGEL

A face so desperately wanting to convey happiness, but the
truth couldn't be further from the truth.  In place of
happiness, there is depression in its eyes.  Rain drops
slowly roll below the stone pupils, as though the statue
were trying to weep.

                          CARETAKER (CONT'D)
             Well, there you go.

Without another word, Caretaker disappears into the murky
fog, seeking refuge from the storm with in his shelter with
a nice flask of whiskey.  Figure's dark eyes are locked on
the grave.  Slowly, he moves forward.

Inches from the resting place he stops.  Long beat.  Then he
slowly drawls back his wet cowl, revealing the face of JOHN
TATE, 23-year-old son of Laurie Strode.

Normally his face would match that of any teenage girl's
dream, but his eyes are red and marked with heavy tears.
There's a haunted emptiness visible.  Having your friends
and family butchered will do that to you.

                                                             3.


JOHN'S P.O.V. -- THE GRAVE

Through his eyes, we SEE the inscription.  It reads:

                        LAURIE STRODE

                         1961 - 2001

John falls to his knees, face again swelling.

                                             FLASH TO:

EXT. SANITARIUM ROOFTOP - NIGHT ("RESURRECTION" - STOCK)

THE SHAPE grasps LAURIE... The two struggle in battle... She
goes over the side --

EXT. SANITARIUM - NIGHT ("RESURRECTION" - STOCK)

And Laurie falls, forever free of her demon.

                                             BACK TO:

EXT. CEMETERY - DAY

John continues to weep.

                          JOHN
             I'm sorry ... Mom, I'm so sorry ...
             I'm sorry ... forgive me, please ...
             Mom...

He desperately clutches wet soil at the statue's base as he
continues his plea for some unobtainable forgiveness.

UNKNOWN P.O.V.

Staring on from a distance.  Intrigued.  Beginning to move
forward.

John is oblivious.  He remains doubled over.

A SILHOUETTE appears behind John.  Its shadow is misshapen
in the fog.  Long moment with no movement, and finally:

                          FEMALE VOICE
             She was your mother?

He turns.  The silhouette is SARA MOYER, survivor of our
previous film, "HALLOWEEN: RESURRECTION."

John gazes at her.  Their eyes meet, and there's a disturbing
similarity present.  Some heavy burden.

                                                             4.


There is an altogether unnatural blue complexion visible in
both sets of pupils.

                          JOHN
             She was.

                          SARA
             I'm sorry.

                          JOHN
             Why?

                          SARA
             I know what it's like to lose
             someone close.

                          JOHN
             Do I know you?

                          SARA
             No.

She extends her hand.

                          SARA (CONT'D)
             I'm Sara.

He doesn't shake it.  A bit disheartened, she takes it back.

                          JOHN
             Why are you here?

                          SARA
             I just came to pay my respects.

                          JOHN
             I don't understand.  How did you
             know my mother?

                          SARA
             Laurie Strode.  Everyone knows who
             she is - and what happened.
                    (beat)
             He's your uncle, isn't he?

John turns, his back now squarely in Sara's face.  He looks
hatefully into the angel's eyes, as though asking for relief.

                          SARA (CONT'D)
             He's still out there.  You know that.

Returning his face to Sara, John pierces her with his
strange, haunting gaze.  THUNDER CRASHES.  The drizzle has
evolved into a total downpour.  Neither of the two are phased.

                                                             5.


A beat.

                          SARA (CONT'D)
             Can we go somewhere to talk?

John gazes once more at Laurie's tomb, then back to Sara.
He nods.

                                             CUT TO:

INT. RESTAURANT - DUSK

John and Sara sit on opposite sides of a white-cloth serving
table.  Other PATRONS converse around them, enjoying their
evening meals.  Behind it all are large glass windows, and
through them we can SEE the rain continuing to pour.  A
FLASH OF LIGHTNING illuminates FRAME, then slowly dims.

The young WAITER stands beside their table.

                          WAITER
             Do you need anything else?

The two exchange glances.  Mild shrugs.

                          JOHN
             That's fine.  Thanks.

The waiter smiles and disappears.  John pours some cream
into his coffee and mixes.  An uncomfortable silence.  What
do they talk about?  He looks outside.  Into the storm.

JOHN'S P.O.V. -- LOOKING OUT

Another FLASH, followed by a THUNDEROUS BOOM.  Standing
there, glancing in... is that a white mask?  Darkness falls.

John quietly looks again.  The faint outline of something is
visible.  His breath catches for a few moments.  He closes
his eyes.  One... two... three... The whites of his eyes
slowly reappear.  Looking again.  Is he still there?

JOHN'S P.O.V. -- LOOKING OUT

Nothing.  No hint of a figure.

Sara catches his gaze and quickly spins.  Looks.  Returns
her eyes to John as she realizes there's nothing there.

                          SARA
             You okay?

                          JOHN
             I guess.

                                                             6.


Another awkward glance.  John tries to perk up.

                          JOHN (CONT'D)
             Okay.  So.  What are we here to
             talk about?  What's the reason for
             half a gallon of gas and a seat in
             this place?

                          SARA
             I see there's no place for small talk.

Sara takes a breath, as though about to let off a tremendous
weight with great effort.

                          SARA (CONT'D)
             Your uncle... Michael Myers... he,
             um, he killed a group of people I
             knew.  Some good friends of mine.

                          JOHN
             I'm sorry.

                          SARA
             It gives us something in common.
             Your uncle.

                          JOHN
                    (fake smirk)
             Don't tell me he's your uncle, too.

                          SARA
             Don't you watch the news?

                          JOHN
             I used to, but then I just stopped.

A brief bit of silence.  Sara looks at John, as though he's
expected to say something.  But he's clueless.

                          JOHN (CONT'D)
             What?

                          SARA
             Well, I just kind of figured you'd
             have something to say other than
             "I'm sorry."  I've heard that before.

                          JOHN
             And I've heard your story before --
             hell, I've seen it.  I lived it.
                    (beat)
             So, Michael tried to kill you.  He
             tried to kill a lot of people.
             Doesn't mean we really share anything.

                                                             7.


                          SARA
             We survived.  A lot of people can't
             say that.

John grabs his coffee and drinks, almost as though it's an
escape from reality.  He sets the mug down.

                          JOHN
             Survived?  Survived what?  I met
             Michael once.  Only once.  Now I
             see him at least five times a day.
             My friends are gone, my mother is
             gone.  So what did I survive, Sara?
             The bastard ruined my life.  If you
             really felt like me, you'd want to
             be dead.

                          SARA
             I'd rather be alive.  And I think
             you would too.

                          JOHN
                    (holding back)
             Sara, you seem like a nice person
             and all, but --
                    (beat)
             -- but I don't need this.  Not now.

Tired of Sara's seemingly optimistic perspective, John
quickly stands.  He starts for the door.

                          SARA
             John, wait.

But he doesn't.  She grabs the napkin off the table and
hurries after him.  Sara rushes OUT OF FRAME.  But we HOLD
for a moment.  Another FLASH OF LIGHTNING.  In the window
stands the shape of a man!

EXT. RESTAURANT - DUSK

The downpour has started to settle.  A few overhead clouds
have begun to part leaving the sky with an interesting color
balance of of red and gray.

John has started down the sidewalk, heading anywhere.  Or
nowhere.  Sara quickly catches up to him.  As her footfalls
catch up to his he finally stops and turns.

                          SARA
             Don't you even want to know why?

                          JOHN
             Why?  Why what?

                                                             8.


                          SARA
             Why your family?  Why your mother?

                          JOHN
             I already know why.

John inches closer to Sara.  Their faces are separated only
because of his height compared to hers.  If his expression
wasn't so stern, we'd think they were about to kiss.

                          SARA
             What?

                          JOHN
             It's because Michael Myers is a
             fucking psychopath.  Just --
                    (beat; struggles)
             -- just leave me alone.

She looks in his eyes, beginning to understand.  He really
has given up.  Slowly she begins to back off.

                          SARA
             I really am alone... I'm sorry I
             bothered you.

He doesn't say a word.  Doesn't move, really.  She starts
off the way he was going, and then he finally begins in the
opposite direction.  He pauses.  Turns.

                          JOHN
             I hope you have a good life.
             Really.  Just don't let it be the
             only thing you think about.

Sara reaches into her pocket and retrieves the napkin.  Takes
out her lipstick and begins to hastily write something down.
She moves back to him and offers the piece of cloth.

                          SARA
             In case you change your mind.

He looks slightly irritated, but then comes a smile and a
nod.  She smiles.

                                             CUT TO:

EXT. HADDONFIELD STREETS - NIGHT

A taxi cab races down the dark rain-slicked road.

                                             CUT TO:

                                                             9.


EXT. MOTEL PARKING LOT - NIGHT

A run down, one story motel stands emptily at the head of
the lot.  Save for the taxi, the entire place is completely
barren.  Lifeless.  But it must be cheap.

A perimeter of trees stand tall around the gray lot.  They
sway in the October wind, the night sky turning their orange
leaves red.

INT. TAXI - NIGHT


John hands a small series of bills to the portly, disgusting-
looking DRIVER in the front seat.

                          JOHN
             Thanks.

                          DRIVER
                    (yawns)
             Whatever.

EXT. MOTEL PARKING LOT - NIGHT

John stands and slams the yellow door shut.  The taxi peels
out and disappears into the night.

                          JOHN
                    (to himself)
             Better hope they have a good rate.

He starts off for the registration office.

INT. REGISTRATION OFFICE - NIGHT

Vending machines line the wall.  A few chairs surround an
old sofa and a weak-looking table.  An OLD SONG plays from a
radio in the room behind the counter.  "Mr. Sandman" by the
Chordettes.

A BELL CHIMES as the screen door opens and John enters the
room.

                          BARRY (O.S.)
             Hold 'yer horses!

Appearing from the back room is BARRY, the motel's manager.
He's a slim old man in his late-sixties.  Looks over John
with amazing scrutiny.

                          BARRY
             Yeah?

                                                            10.


                          JOHN
             I need a room.

                          BARRY
             You got cash?

                          JOHN
             How much do I need?

                          BARRY
             Forty for the night.  Stay past
             noon tomorrow and you owe another
             forty.

                          JOHN
             What a deal.

John pulls out his wallet and begins to take out the cash.
Barry's annoyed by the delay.

                          BARRY
             You stayin' or not, pal?

                          JOHN
             You sold me.

He sets two twenties down on the counter.  Barry takes them
and begins to inspect, almost as though he expects them to
be fake.  He raises one of the bills up to to the light,
trying to search for the metal strip.  John gives him an odd
glance.

Barry sets the bill down.  He turns around.  There's a board
with several keys and corresponding room numbers.  He grabs
one.  Tosses it to John.

                          BARRY
             Room six.

John starts for the door, then stops.

                          JOHN
             Can I get a wake up call?

                          BARRY
             No.

                                             CUT TO:

INT. MOTEL ROOM - NIGHT

For such a shabby looking place, the room isn't too bad.  At
one end is a medium-size, comfortable looking bed.

                                                            11.


A rickety table stands at the bed's end, hoisting up a pre-
1990 television.  Leading to the bathroom is a small, tight
hallway.

There are two ways into the room: the front door and a slim
glass door in the back.  John comes in through the front and
closes the door.  Locks it.  He tosses his coat onto the bed
and moves into the hallway, making for the bathroom.

INT. BATHROOM - NIGHT

John flips the light switch.  The bulb flickers for a few
moments, then steadies.  He looks into the medical cabinet
mirror just above the sink.

Looking at the mirror, John sees for the first time what
we've seen from the outset: sadness and fear.  He hastily
pulls open the cabinet door.  Obviously not liking what it
is he saw.

EXT. REGISTRATION OFFICE - NIGHT

SHAPE'S P.O.V. -- MOVING

Almost as though we were gliding, we move steadily to the
screen door.  It SQUEAKS as the light wind causes it to rock
on its hinge.

The Shape's hand slowly moves out and grabs the door-handle,
popping the door open.  The BELL CHIMES.

INT. BACK ROOM - NIGHT

Barry is laid out comfortably on his easy chair.  Blanket on
his lap, watching a late-night re-run of "Frasier."  The
CHIME continues to sound.  Then stops.

                          BARRY
                    (softly)
             Shit...
                    (louder now)
             Hold on.

Barry tosses off the blanket and stands.  Stretches for a
beat, and then moves through an "arc" in the wall which
leads to the office.

INT. REGISTRATION OFFICE - NIGHT

Barry stops at the counter.  Takes a second to look.  There's
no one here.

                          BARRY
             Who's there?

                                                            12.


Nothing.  He steps out from behind the counter and out into
the waiting area of the office.  The screen door continues
to rattle slightly.  As though he's onto something, Barry
quickly pushes the screen door open and steps out.

BARRY'S P.O.V. -- THE OTHER ROOMS

All dark, save for one.  Room six.  John's room.

Barry looks aggravated.  Stupid kids.  He sighs audibly and
pulls his head back inside.  Slams the screen door shut.  He
shakes his head, then moves out of the waiting area and back
behind the counter.  Disappears inside the back room.

CLOSE:  THE WALL OF KEYS

On each pin, representing a room, there are two keys.  Except
for the space marked "6."  Only a hook is present below the
number and the word "RESERVE" is marked on the wall.

                                             CUT TO:

INT. MOTEL ROOM - NIGHT

John lies sprawled on the bed.  He's asleep, but it's a
violent dream.  His eyelids flutter hopelessly.  He turns
onto his side, then moves onto his back.

                                             FLASH TO:

EXT. HILLCREST ACADEMY - GATED ENTRANCE - NIGHT ("H20" - STOCK)

John and MOLLY, a 17-year-old, hopelessly look on from behind
a locked gate as a shadow appears in the distance.
Approaching slowly and methodically.  THE SHAPE has them in
sight and is moving in for the kill!

                                             CUT TO:

EXT. MOTEL - NIGHT

In shadow, the Shape makes for the motel room.  Quiet and
patient.  Exactly as in John's dream.

                                             FLASH TO:

EXT. HILLCREST ACADEMY - GATED ENTRANCE - NIGHT ("H20" - STOCK)

Molly drops the keys!  The Shape reaches down and scoops
them up.  John pulls Molly back as the Shape reaches in,
knife in hand, and begins swiping at them.  Each turn of his
wrist brings the knife closer to John's neck.

                                             HARD CUT TO:

                                                            13.


INT. MOTEL ROOM - NIGHT

John's eyes snap open.  He's bathed in sweat.

EXT. MOTEL - NIGHT

The Shape moves past the door and to the window.  He stops.
Looks inside.

SHAPE'S P.O.V. -- INSIDE

John breathes heavily.  It was the mother of all nightmares.

Heavy BREATHING as the Shape continues to stare, curious.

INT. MOTEL ROOM - NIGHT

John runs his hand through his hair.  We can SEE the Shape's
pearly white mask through the window.  Continuing his
sinister surveillance of his nephew.

And for a moment, it seems like John does too.  His movements
become very cautioned, as though he believes he's being
hunted.  He moves his hand down to the bed.  Brief moment of
no movement.  And then he quickly snaps his neck to the
side, looking out the window.

But the Shape is gone.

EXT. MOTEL BACK YARD - NIGHT

SHAPE'S P.O.V. -- MOVING

We slowly move into the back yard.  Observing the
surroundings.  A small shed sits almost exactly opposite of
the rear exit of room six.  A chain is linked through the
handles on the shed's open doors, preventing them from
opening more than a few inches.  An open padlock dangles
within two chain links.

A huge yard surrounds the shed and a garage sits at the far
end of the property.

INT. MOTEL ROOM - NIGHT

John grabs his jacket and begins to dig through it.  Finds
something and retrieves his hand with the object in its grip.
Sara's napkin.  He unfolds it and looks at the sloppily-
written digits of a phone number.  He rolls his eyes, and
then looks one last time.

His left hand again goes into his jacket and comes out with
a cell phone.  John grabs the phone and moves off of the bed.
He begins dialing as he unconsciously moves into the hallway.

                                                            14.


EXT. MOTEL BACK YARD - NIGHT

SHAPE'S P.O.V. -- BACK DOOR

The Shape sets out a hand and tries to open the door.  It's
locked.

INT. MOTEL ROOM - NIGHT

We can HEAR the phone ringing, pressed tightly to John's ear.
He steps out of the hallway and into the bedroom.  RING...
RING... still no answer.  In the b.g., the back door slowly
opens.  The Shape silently steps in, his ghostly white mask
flashing in the darkness.  He disappears into the hallway,
leaving the door open.

Suddenly, an answer on the phone.

                          SARA (V.O.)
                    (filtered)
             Hello?

                          JOHN
             Sara?

                          SARA (V.O.)
                    (filtered)
             Yeah.  Who's this?

                          JOHN
             It's John.  John Tate.

                          SARA (V.O.)
                    (filtered)
             Well, this is... unexpected.

John opens the front door and steps outside.

The hallway is bathed in shadows.  Only the faint hint of
the Shape's mask is visible.  He stands there, waiting,
looking like a demon in the night.  Heavy BREATHING is the
only audible sound.

EXT. MOTEL - NIGHT

John paces in front of his room.  The wind sweeps through
his hair, causing it to extend outward at various angles.

                          SARA (V.O.)
                    (filtered)
             You change your mind?

                          JOHN
             Sort of.

                                                            15.


                          SARA (V.O.)
                    (filtered)
             What does that mean?

                          JOHN
             It means... it means I do want to
             know why.  I just haven't talked
             about it in years.  But I need to.
             Could you drop by here?  There's
             some stuff I have to let off my
             chest in person.

                          SARA (V.O.)
                    (filtered)
             I think that can be arranged.

                                             CUT TO:

INT. MOTEL ROOM - NIGHT - TWENTY MINUTES LATER

SHAPE'S P.O.V. -- THROUGH THE WINDOW

The Shape stands in the bedroom.  Looking out the front
window.  John sits with his arms on his knees.  Waiting.
Headlights turn into the lot.  A Stratus slows to a stop a
few feet from John.  The lights go dead and the door opens.
Sara steps out and slams the door shut.

Slowly the Shape's head tilts from one side to the other.
It's almost too good to be true.

EXT. MOTEL - NIGHT

Sara looks at John and smiles.  He stands.

                          JOHN
             Hey.

                          SARA
                    (sarcastic)
             Long time no see.

John walks to his room and opens the door.  She enters and
he follows, closing the door behind him.

INT. MOTEL ROOM - NIGHT - MOMENTS LATER

The Shape is nowhere to be seen, and the back door is closed.
John sits on the floor, his back against the wall.  Sara
sits cross-legged on the bed.

                                                            16.


                          JOHN
             He ruined my mother's life, and now
             he's ruining mine.
                    (beat)
             I used to get so mad at my mom.  I
             used to tell her to get over it.
             But now I know.  No matter how hard
             you try, you can't get over
             something like that.  Ever.

He sighs and looks at Sara.  She seems eerily compassionate.

                          JOHN (CONT'D)
             You know exactly what I mean, don't
             you?

                          SARA
             Yes.

                          JOHN
             Look, Sara, I don't know if you're
             going to find what you're looking
             for.  I don't know if there's
             anything to find.

                          SARA
             There has to be some reason.

                          JOHN
             I've gone through this a thousand
             times in my head.  Kept asking
             myself why a person would do this.
             I just don't know if there's a
             reason.
                    (beat)
             That's what scares me the most.
             That I don't know why.

                          SARA
             You can't keep running.  Eventually,
             you'll have to stand up and face it.
             Like your mother.

John looks at her and his expression turns cold.

                          SARA (CONT'D)
             I'm sorry.  I shouldn't have said
             that.  It's really none --

                          JOHN
             No, you're right.  I can't keep
             running.  So, what are we supposed
             to do?

                                                            17.


                          SARA
             We'll figure something out.

Sara leans over and places her hand on John's shoulder.
Behind Sara, we can SEE the Shape peering in, observing.

                                             CUT TO:

EXT. MOTEL ROOM - NIGHT

John stands at the doorway as Sara makes her way to her
Stratus.  She glances back.

                          SARA
             Everything's going to be okay.
             Don't worry.

                          JOHN
             God, I hope so.

She takes the handle and pulls on the door.  It's locked.
She seems perplexed for a moment, then pulls out her keys
and undoes the lock.  She yanks the door open.  A screeching
CAR ALARM sounds, causing Sara to jump.  She regains herself
and looks back to John.

                          SARA
                    (smiles)
             Happens all the time.

It continues to BLARE.  John manages a half-amused, half-
terrified chuckle.

                          JOHN
             Goodnight.

He disappears back into room six, slowly closing the door
behind him.  Sara drops into the driver's seat and shuts the
door.

INT. STRATUS - NIGHT

She pops the key into the ignition and the alarm abruptly
ceases.  She breathes a sigh of relief.

                          SARA
             There we go.

She looks into her rear-view mirror and centers it slightly.
Trying to find the perfect angle.  She takes a moment to fix
her hair slightly.

Sara looks down and takes off the parking brake.  She returns
her gaze to the mirror.

                                                            18.


The Shape is staring at her from the back seat!

Before Sara has time to even react, the Shape's big hands
grab her by the throat.  He viciously tightens his grip
coming dangerously close to damaging her windpipe.  Sara, in
her struggle, knocks the keys out of the ignition.  They
fall onto the edge of seat, nearly tumbling to the floor.
She struggles to breathe.

Sara notices the fallen keys.  She struggles, trying to
reach them before they fall.  Her fingers come close,
touching a small portion of steel... she grabs hold!

With one hand she continues to try and break the Shape's
superhuman grip.  He releases a hand and it drops to the
back seat.  It reappears, clutching a butcher knife!  He
slowly twirls the handle in his palm, ready to end the
struggle with one quick swipe.

Sara stops her attempt to break his grip.  She grips the
keys, and with her free hand, manages to turn the blade
around.  She quickly buries the inch-long blade into the
Shape's hand.  It drawls blood.  The Shape releases his grip
and Sara doesn't waste a moment.  She kicks open the car door.

EXT. MOTEL PARKING LOT - NIGHT

Sara spills out of the car and falls to the pavement.  She
gasps for air and feels her throat.  The Shape opens the
back door and steps out.  He's pissed.

Sara crawls backward, continuing her struggle for breath.
In his trademark, menacing demeanor, the Shape looms over
Sara.  He raises the foot-long blade.  Though emotionless,
it almost appears as if his mask has turned into a horrible
grimace of anger and rage as he prepares to split Sara in two.

Sara's face turns from pure terror to newfound courage.  As
the Shape stands over her, she lifts her leg and kicks hard
into his crotch, causing him to stumble backwards and nearly
fall to the ground.

                          SARA
                    (bitterly)
             You son of a bitch.

She painfully rises and hurries to the door.

INT. MOTEL ROOM - NIGHT

John rises from the bed.  There's HEAVY BANGING at the door.
Someone hitting the wooden entryway as though their life
depended on it.  Beating, pounding, kicking.

                                                            19.


                          SARA (O.S.)
             John!  John, hurry, please!

EXT. MOTEL ROOM - NIGHT

The Shape has begun anew and begins his gait.  Moving towards
Sara.  For a moment he stops.  Looks to his side and into
the Stratus.  She's dropped her keys and they sit atop the
driver's seat.

Sara continues her desperate attempt.  SCREAMING bloody murder.

                          SARA
             John!!

She risks a look.  The Shape is coming right at her!  He's
closing in, and she can almost feel his heavy breath.

INT. MOTEL ROOM - NIGHT

John stops at the door, undoes the lock, and pulls it open.
Sara spills into the room and slams the door shut.  Locks it
immediately.

                          JOHN
             What's going on!?

                          SARA
             He's here!

John looks at her, not wanting to believe.  And then there's
more POUNDING at the door.  Hard.  We can HEAR the wood
begin to splinter.

                          SARA (CONT'D)
             We have to get the fuck out of here!

John grabs her by the hand and they hurry to the back door.
It's quiet in back.  Too quiet.

                          JOHN
             Wait!  What if he's -- ?

But he's not.  The front door gives.  Wood flies everywhere
as the Shape barrels through.  Relentless and ferocious like
an untamed beast.  He moves toward them with such force that
nothing will stop him.

                          JOHN (CONT'D)
             Maybe it's not such a good idea
             after all.

John rips open the back door and pushes Sara through.  They
rush into the night.

                                                            20.


The Shape comes through the back door and pauses.

EXT. MOTEL BACK YARD - NIGHT

SHAPE'S P.O.V. -- BACK YARD

Nothing out of the ordinary.  A dark yard with the shed off
to the right and a garage visible in the distance.

The Shape moves into the yard, both patient and quiet.  We
can HEAR movement.  Coming from the shed.  The Shape turns.

SHAPE'S P.O.V. -- SHED

The chain dangles aimlessly, the fleeting wind dictating its
movements.  There's a gap just large enough for someone to
fit...

The Shape moves toward the shed.  Looks as though he's about
to inspect the gap.  There's a CRUNCH behind him.  The Shape
turns --

A hammer swings toward his face.  The Shape manages to grab
it just in time.  John holds the hammer, shocked to all hell
that his attack was stopped.  The Shape gains control of the
weapon and swings it, causing John to fall backwards in an
effort to avoid being nailed.

The Shape rotates the hammer, bringing to the front the end
with two protruding edges, sharp as razors.  John manages to
look just as the hammer is raised.

CRACK!

The Shape tumbles to the ground.  He falls, unconscious.
John looks and finds Sara, wielding a steel shovel.

                          SARA
             Now let's get the fuck out of here.

EXT. MOTEL PARKING LOT - NIGHT

John and Sara rush to the Stratus.  The driver's side door
stands open from the previous attack.  John hurries around.
Sara gets in and unlocks the passenger seat door.  John
nearly springs into the seat.

INT. STRATUS - NIGHT

John closes the door.  Sara looks urgently around, a look of
a deer in headlights in her eyes.  She's searching.

                          SARA
             Where are the keys!?

                                                            21.


                          JOHN
             What!

                          SARA
             I can't find the goddamn keys!

                          JOHN
             Where the hell are they!?

EXT. MOTEL BACK YARD - NIGHT

The Shape methodically rises to a sit.  Turns his head to
look at room six.

INT. STRATUS - NIGHT

The two continue to panic.

                          JOHN
             Fuck!!  What the hell are we going
             to do!?

Sara continues her search.  But John sees something.
Something that leaves his mouth open and his eyes wide in
shock.

JOHN'S P.O.V. -- THROUGH WINDSHIELD

The front door of the motel room opens and the Shape appears,
shovel in hand.  He looks at John for a brief moment and
then begins his march.

                          JOHN (CONT'D)
             Holy shit...

The Shape strides toward the car.  He lifts the shovel with
a strong two-handed grip.

                          SARA
             Oh, fuck!

The Shape rams the shovel through the windshield, shattering
the glass.  Shards fly everywhere.

Sara tries to duck, but the Shape quickly leans forward and
grabs her by the hair.  He rips her out of the car and throws
her onto the hood.  She slams hard.  John jumps out of the
passenger seat and runs into the motel.

Once again the Shape tries to strangle Sara.  Panic shows in
her eyes as he reaches over and grabs a long, pointed shard
of glass and lifts it into the air.  He's about to drive it
into Sara's skull!

                                                            22.


Sara grabs the Shape's arm and tries with all her strength
to keep the sharp weapon away.  But the Shape is much
stronger... he's about to thrust the shard down...

A chain wraps around the Shape's neck and drags him off of
Sara!

She rolls off the hood and coughs madly.  John, holding the
chain, jerks the Shape around like an animal that has gone
mad.  It's getting harder and harder to control him...

Sara reaches over and grabs the shovel.  She stands and for
a brief moment catches the Shape's eyes.  She CRACKS the
metal against the back of the Shape's head.  It splits in
two.  He slumps over, completely motionless.

                                             CUT TO:

INT. MOTEL ROOM - NIGHT - MINUTES LATER

Sara sits on the bed, nursing her swollen throat.  John
paces the room hotly, his cell phone pressed to his ear.

                          OPERATOR (V.O.)
                    (filtered)
             Do you know the perpetrator of your
             attack, sir?

                          JOHN
             Michael Myers.

Silence for a long beat.

                          OPERATOR (V.O.)
                    (filtered)
             Is this some kind of Halloween prank?

                          JOHN
             Do you hear anyone laughing?

Another moment.  It seems to go on for an eternity.

                          OPERATOR (V.O.)
             An available unit has just been
             dispatched.

                          JOHN
             Thank you.

John hangs up and pockets the phone.  He sits next to Sara,
her battered and bruised figure a light shade of blue.

                          JOHN (CONT'D)
             I'm sorry you're involved in this.

                                                            23.


He puts his hand on her shoulder.  In the distance we can
HEAR the brief echo of POLICE SIRENS.  Sara flashes a brief,
relieved a smile.  But there's something else.  Slightly
audible, there's the familiar sound of a STARTING ENGINE.

John and Sara stare at each other, and then simultaneously
look at the door.  They both know what it means.

                          SARA
             No...

They bolt to the front door, pushed off its hinges and lying
halfway into the room.

SARA'S P.O.V. -- MOTEL PARKING LOT

Sara's Stratus has backed into reverse and is driving away!

Their faces drop remarkably, but they remain silent.

                                             CUT TO:

INT. MOTEL ROOM - NIGHT - THIRTY MINUTES LATER

A bright FLASH.  It's a PHOTOGRAPHER taking crime scene
photos.  POLICE OFFICERS litter the scene.  Dozens of them.
One runs his finger along the door frame in shock.  This had
to be one strong son of a...

EXT. MOTEL PARKING LOT - NIGHT

A four door polished black Sedan turns into the parking lot
and slows to a stop next to a group of police cars.  All
feature flashing lights.

DETECTIVE JOSEPH HILL gets out and slams the door shut.
He's in his mid-30s with short brown hair and an athletic
build.  He can hold his own.  He wears a blue button-down
shirt and black slacks.

INT. MOTEL ROOM - NIGHT

Hill steps over the damaged door.  The Officer still has a
look of amazement in his eyes.  Hill takes a quick look at
things.  Everything's in disarray.  It seems a few of the
cops don't even know what to do.  He smirks.

                          MALE VOICE
             I was wondering when you were going
             to show up and join in on the fun.

Hill turns.  OFFICER BRAND stands outside.  He beckons Hill
to him.

                                                            24.


EXT. MOTEL PARKING LOT - NIGHT

Brand leans against the Sedan.  Hill makes his way toward
him.  Pulls out a cigarette along the way and lights up.

                          BRAND
             What?  Sleep late?

Hill takes a drag and stop next to Brand.  Blows the smoke
in his face.  Brand is unaffected.

                          HILL
             Fuck you.  What happened?

                          BRAND
             A couple of kids were attacked...

                          HILL
             So the entire goddamn Haddonfield
             police force shows up?

                          BRAND
             ...by a guy in a white mask.

                          HILL
                    (interested)
             White mask?

                          BRAND
             They're both convinced it was Myers.
                    (beat)
             Get this, one of 'em's his nephew.

                          HILL
             John Tate?

                          BRAND
             Yeah.  How the hell did you know that?

                          HILL
             I'll tell you some other time.
             Where is he?  I need to have a
             little chat with him.

                          BRAND
             They're both down at the station.
             Girl was pretty banged up.

Hill pops open the Sedan's door.  Just about gets in.

                          BRAND (CONT'D)
             Leavin' already?  You're not going
             to check this place out?

                                                            25.


                          HILL
             Anything else worth seeing?

INT. REGISTRATION OFFICE - NIGHT

Brand opens the door and Hill walks through.  A few OFFICERS
stand around.  One pops a few quarters into the Coke machine.
Nothing happens.

                          OFFICER
             Damn things never work.

He kicks the machine.  It rattles and shakes.  The Officer
reaches in.  Success.  He walks away with a Coke.

                          BARRY (O.S.)
             Hey!  You want me to come over
             there and kick you!?

                          BRAND
             That's your witness, Joe.  Manager
             of the place.

Barry appears from the back room.  He doesn't look happy.

                          BRAND (CONT'D)
             Better watch your mouth, Barry.
             You don't want to get locked up for
             threatening an officer.

                          BARRY
             That son of a bitch kicked my machine.

                          HILL
                    (to the point)
             What'd you see tonight?

                          BARRY
             I didn't see nothin'.  I already
             told these fellas.

Hill casts Brand a disapproving stare.

                          BRAND
             Tell him what you told me, Barry.

Barry rolls his eyes.  He's obviously had to say this more
than once tonight.

                          BARRY
             Bell went off 'bout 9:30.  I came
             out, no one around.

                                                            26.


                          HILL
             You didn't see anyone?

                          BARRY
             Not a soul.

                          HILL
             Gee, Brand.  Our star witness.

Hill looks past Barry and sees the wall of keys.  All
gleaming in the newfound moonlight.  He walks over and
observes all of them.

                          HILL (CONT'D)
             How many keys to each room?

                          BARRY
             Two.  Duplicates for each in case I
             gotta get in.

                          HILL
             You have the duplicate?

Barry hastily moves to the wall.

                          BARRY
             You blind, boy?  It's right --

But Hill isn't blind.  The duplicate is gone.  Barry's face
drops.  Hill hurries out of the office without a hint of
emotion.  Brand hustles to catch up.

EXT. MOTEL PARKING LOT - NIGHT

The two stride toward the cluster of cars.

                          BRAND
             You think it was Myers?

                          HILL
             I've got a gut feeling.  It was him.
             Too many pieces of the puzzle
             falling in place.

                          BRAND
             What do you mean?

                          HILL
             Laurie Strode's kid.  I spent a
             year looking for him and didn't
             turn up anything.  He's back in
             town for one night and gets attacked?
             Gotta be Michael.

                                                            27.


                          BRAND
             So what are you going to do about it?

                          HILL
                    (smirks)
             You'll see.

Hill disappears into the Sedan and starts the ignition.  He
backs out and then turns out of the lot, making for the
station.

                          BRAND
             Crazy son of a bitch.

                                             CUT TO:

INT. POLICE STATION - INTERROGATION ROOM - NIGHT

Quite possibly the plainest room in history.  The walls are
made up of large, white bricks.  A thin, steel table sits in
the center with John and Sara sitting around it.  Styrofoam
cups sit before them, but neither looks anxious to drink.
To the side a large mirror hangs on the wall.

John looks into it.  There's something different from when
he last saw his reflection.  The sadness isn't as present.
Something else is there.  Determination?

INT. OBSERVATION ROOM - NIGHT

Whereas John and Sara see a mirror, DETECTIVES MORRISON and
ANDERSON see a window.  The visage of John is crystal clear
as he seems to stare at them.  The two detectives sit in
much more comfortable-looking chairs, and Morrison seems to
have a keen interest in John's look.

                          ANDERSON
             What?

                          MORRISON
             For being Myers' nephew, kid sure
             as hell doesn't look like him.

Anderson gives Morrison the kind of look that flat out says,
"How the hell would you know?"  The steel door opens and
Hill enters, cup of coffee in hand.  He takes a sip and
looks at John through the window.

                          HILL
             That him?

                          ANDERSON
             Yep.

                                                            28.


                          HILL
                    (smiles)
             Michael Myers' nephew.  It's about
             damn time.  Who's the girl?

                          MORRISON
             Sara Moyer.  Remember the stupid
             internet thing from a couple years
             back?
                    (beat)
             She's the one who got out of the
             house.

                          HILL
             The nephew and the survivor.  What
             a coincidence.

INT. INTERROGATION ROOM - NIGHT

Hill enters, sans coffee.  John and Sara study him for a
moment.  Who is this guy?  Sara's neck is bandaged and her
face is swollen.  Hill drags up a third chair and sits
opposite the two.

                          HILL
             I'm Joseph Hill.  I've got an
             interest in what happened tonight,
             so let's get the facts straight.
                    (to John)
             You're related to Myers?

                          JOHN
                    (off guard)
             Um, yeah, I am.

                          HILL
             Laurie Strode's son?

                          JOHN
                    (hesitates)
             Yes.

                          HILL
             I'm sorry about your mother.

John shifts his glance.  Looks at the plain, featureless
wall.  Obviously not in the mood to talk about his mother.

                          HILL (CONT'D)
             So, what happened tonight?

                          JOHN
             Myers attacked us.

                                                            29.


                          HILL
             And how do you know it was Myers?

                          JOHN
             I'm good with faces.

                          HILL
             No doubt.  Print analysis shows it
             was Myers.  You've got to love his
             sense of timing.  Disappears for
             years and then starts at it again.

Neither Sara or John is amused.

                          JOHN
             So what are you going to do about it?

                          HILL
             Well, John, that's up to you in a
             way.  We need you to help us catch
             the son of a bitch.

                          JOHN
             How the hell do you expect me to do
             that?

Hill slides closer to the table.  He rests his elbows on the
table and leans in towards John.

                          HILL
             Let's put it this way.  I know you
             better than you'd think.  For the
             last year and a half I've been
             trying to find you.  Where were
             you, John?

Sara looks at John, interested.  John tenses a bit.  Memories.

                          JOHN
             I was safe.

Hill waits for a moment, but it doesn't look like John is
going to get any more specific.  He sighs.

                          HILL
             You're safe now.  And you're
             essential to this operation.

                          SARA
             What?

                                                            30.


                          HILL
             In his profile Myers always seemed
             like a shark to me.  He'd study his
             victims and attack.  But he's not
             stupid.  No, he'd sense a trap;
             know one when he saw it.  For two
             years we've been setting up the
             perfect trap, and we finally have
             what we need to make it work.  You
             two.

John and Sara listen, tense.  Neither likes what they're
hearing, but...

                          HILL (CONT'D)
                    (quieter)
             He came after you tonight; he'll
             come after you again.  But we'll be
             with you.  We have the resources to
             kill the fucker.

                          JOHN
             And how are you going to pull this
             off?

                          HILL
             It's simple, really...

                                             CUT TO:

EXT. VALLEY INN - MORNING

You'd never expect to see anything like this in Haddonfield,
IL.  The Inn itself is three stories high.  It's a U-
formation building with an empty area in the middle open to
the outside.  The usual hotel assortments -- lawn chairs,
swimming pool, etc.  A glass rooftop protects this area from
down-falling weather conditions.

A sign on the front door reads:

                   "CLOSED FOR RENOVATIONS"

INT. VALLEY INN - MORNING

It is indeed "closed for reservations," but not in the way
most customers would expect.  Several street-clothed POLICE
OFFICERS walk through the halls.  One waves his hand in
front of a security camera perched high on the wall, checking
for system performance.

                                                            31.


                          HILL (V.O.)
             This is a State Police operation
             with full authorization from the
             Governor.

EXT. VALLEY INN - ROOFTOP - MORNING

One OFFICER is visible, but several sniper rifles lay unused.
The officer is checking his rifle's scope, testing its range
and clarity.  He looks satisfied and sets the rifle down
next to the others.

                          HILL (V.O.)
             Since the beginning, the plan has
             always been to bring Michael to us.
             But you couldn't be found, John, so
             the operation was delayed.

INT. VALLEY INN - HALLWAY (1ST FLOOR) - MORNING

Two ENGINEERS in greasy coveralls hold a hi-tech security
camera into place.  While one uses both hands to keep it
steady, the other uses his drill and bolts the thing to the
wall.  There's a loud CLICK, and the two look at each other
immensely satisfied.

                          ENGINEER
             With these things in place, we'll
             know Myers is here before he does.

                          HILL (V.O.)
             The trap is set.  Completed.  We
             only needed one more thing, and now
             we have it...

INT. INTERROGATION ROOM - NIGHT

Hill intensely studies John.

                          HILL
             You.

                          JOHN
             I don't have anything to do with
             this.  I can't help you.

John stands.  He runs his hands through his hair anxiously.
Sara is silent, looking deep in thought.

                                                            32.


                          HILL
             You don't have anything to do with
             this?  Did I hear you right?
                    (beat)
             The son of a bitch killed your
             mother.  Or did you forget that?
             No, of course you didn't.  You came
             to Haddonfield for a reason.  You
             want his head, and we're prepared
             to give it to you.  On a silver-
             fucking-platter.

John sighs.  There's a definite inner struggle going on.  He
looks away.

                          HILL (CONT'D)
             Do it for your mother, John.

CLOSE:  JOHN'S EYES

Sadness, fear, hatred, and determination all showing at once.
Which part of his brain does he side with?

                          JOHN
             What do I have to do?

                          HILL
                    (smiles)
             Be our bait.
                    (to Sara)
             You too.

Sara is unphased.

                          JOHN
             What!?  Why her?

                          HILL
             Again, Michael's not an idiot.
             He'll recognize this as a trap.
             But a two-for-one deal?  The nephew
             and the survivor?  There's no way
             he'll pass it up.

                          SARA
             Okay.

                          JOHN
             What?  Sara, no.

It's obvious from the look on John's face that he doesn't
know what to think.  Hill rises.

                                                            33.


                          HILL
                    (checks his watch)
             We'll start in, oh, sixteen hours.
             You two better get a good night's
             rest.  We'll be up early.

Hill walks to the door, opens it, and then looks back.

                          HILL (CONT'D)
             Everything will be fine.  Trust me.

Hill exits the room.  John looks at Sara in exasperation.

                          JOHN
             Are you crazy!?

                          SARA
             I'd be crazy if I didn't do it.
             He's right; Michael might need the
             extra incentive.  They're going to
             get him, John.  For good.

                                             DISSOLVE TO:

EXT. NEIGHBORHOOD - MORNING

A wind chime RINGS in the cool morning air.  Assorted
Halloween decorations hang from closed windows.  The Wicked
Witch of the West proudly rides her broom as a gust of wind
causes her to rock.

Skeletons and Goblins battle for space on many houses.  The
decorations make this holiday seem like a cartoon, but the
dead street and consistent wind give the impression of a
town long haunted by a vengeful ghost.  It's clearly not a
day for true celebration.

SUPER TITLE:        OCTOBER 31, HALLOWEEN

                                             CUT TO:

INT. POLICE STATION - CONFERENCE ROOM - MORNING

Desks are laid scattershot throughout the room.  All face
toward the wall.  A screen is rolled down from its base.  On
a cart in the center of the room, a projector produces the
image upon the screen. The wall-clock shows the time as 6:00
a.m.

Sitting in the desks are a number of OFFICERS whom we'll
come to meet.  They're not dressed like cops -- street
clothes only.  There are heavy bags under their eyes, but
they all remain attentive.  This is the kind of assignment
that gets your name out there.

                                                            34.


Hill stands at the head of the room with an open file in his
hand.

                          HILL
                    (reading)
             "Michael Audrey Myers.  The devil
             himself."
                    (beat)
             These are the words of Myers' late
             psychiatrist, Dr. Sam Loomis.

Hill studies the room.  All the faces.  Some young, others
old.  His eyes are extremely intense.  He's been building up
to this moment for a very long time.  He flips the light
switch and the room goes dark.  The projected image -- just
blank space at the moment -- now appears much brighter.

In his hand is a control pad.  Hill clicks a button.  An
image appears.  It's the body of a 17-year-old girl.  Judith.
Stab wounds all across her chest.

                          HILL (CONT'D)
             1963.  Six-year-old Myers kills his
             older sister, Judith. Age seventeen.
             Sixteen years later he escapes from
             Smith's Grove Sanitarium.  Over the
             course of the next twenty-five
             years he proceeds to murder over
             thirty persons in his hunt for
             Laurie Strode.  His sister.

Hill clicks again.  And again.  Annie Brackett with her
throat slashed.  Bob stabbed to the door.

                          HILL (CONT'D)
             Myers has reappeared somewhat
             randomly since 1998, when he
             attacked Strode at a school in
             California.  Three years ago, he
             killed her as well two security
             guards and seven others attempting
             a broadcast from his home.  After
             being contained and thought dead,
             he murdered a coroner and escaped.

Click.  A female coroner, her head twisted completely around
on her shoulders.

                          HILL (CONT'D)
             He appeared again last night, his
             prime target being his nephew, John
             Tate.

CLOSE:  OFFICER FACES

                                                            35.


With each click more photos flash by.  We don't seen them,
but quite a few policemen avert their gaze in disgust.  Some
look like they're going to toss up breakfast.  Others look
on in apparent awe.

Hill stops.  He flips the switch again and the lights come
back on.  The projected image is made nearly invisible.
Hill's gaze is as intense as ever.  He drops the folder onto
a desk.

                          HILL (CONT'D)
             We're not dealing with your usual
             run-of-the-mill serial killer.
             This is quite possibly the most
             dangerous man in the world.  Someone
             so brutal as to kill children
             without a second thought.  To kill
             his family without a second thought.
             He wasn't always an only child.

Hill grabs a newspaper from the desk.  Lifts it up for all
to see.

CLOSE:  THE NEWSPAPER

The headline reads:  "MYERS NEPHEW IN HADDONFIELD.  MAYHEM
TO FOLLOW?"

                          HILL (CONT'D)
             We have the perfect bait, gentlemen.
             Myers will return tonight.  One
             last time.  Make no mistake about
             it, this will be the most dangerous
             operation you have ever been
             involved in.  Some may not survive
             the night.
                    (beat)
             But if we work together, we can
             take Michael Myers down.

                                             CUT TO:

EXT. GAS STATION - DAY

A backwater Illinois gas station.  Rusted pumps that you
wouldn't want touching your vehicle.  A large sign reads:

                       SAM'S FOOD & GAS

A central pay station/store lies just behind the pumps.  For
a place offering food, the building seems just large enough
to fit a family of four.

                                                            36.


INT. STORE - DAY

A small radio sits on the counter, indistinguishable music
BLARING out of it.  SAM, a thin man in his forties, sits at
the register with half of an eaten candybar in one hand.  A
window to his right gives a clear view of the pumps.  He
quickly scarfs down the rest of the chocolate.

Sam stands and takes a moment to stretch.  He walks over to
the cooler and grabs a soda.  Twists the cap off and begins
to chuck down the sugary contents.  Through the window, we
can SEE a car pull up to the pumps.  A Dodge Stratus.

The thin man continues his drink-fest.  The soda is gone so
fast that it's a wonder he even had time to taste it.  He
tosses the bottle into the trash, but in doing so sees the
outer lot.  And the Stratus.

                          SAM
             Customer...

He hurries through the door, ready to greet the new arrival.
As he exits, the radio begins to clear.  It's a News Bulletin.

                          NEWS ANCHOR (V.O.)
                    (filtered)
             ...and this is a Hardin County News
             Bulletin.  Police are searching for
             a 2000 Dodge Stratus, blue in color.
             If you see this vehicle, contact
             the police immediately.  Do not
             attempt to confront the driver...

We slowly PAN UP to look through the window.  Sam is moving
quickly, hurrying to the Stratus.  Trying to meet the driver.

EXT. GAS STATION - DAY

Sam moves beside the blue vehicle and moves up to the
driver's window.

                          SAM
             Howdy --

But inside there is no driver.  It's empty, save for a broken
chain in the passenger seat.  Several shards of broken glass
lay on the driver's seat.

                          SAM (CONT'D)
             What the...?

CRASH!  Sam spins.  The sound came from within the store.
He bursts into a run and gets to the door, already having to
catch his breath.

                                                            37.


He regains his composure and enters the store.

INT. STORE - DAY

There's shattered glass scattered across the floor.  A few
keys are mixed in with the sharp objects.

                          NEWS ANCHOR (V.O.)
                    (filtered)
             ...once again, police have stated
             that if you see this vehicle, a
             two-thousand Dodge Stratus, blue in
             color, do not confront the driver.
             Contact your local law enforcement
             agency as quickly as possible.

Realization slowly dawns on Sam.  He looks through the window
and again sees the Stratus near the gas pumps.  He quickly
grabs the phone, turns --

The Shape is right in front of him.

His hand shoots out and grabs Sam by the throat.  The
attendant tries to fight him off, but the Shape tosses him
through the soda cooler.  Broken glass falls everywhere,
violently cutting Sam.  The Shape grasps Sam in one hand and
a seven-inch long glass shard in the other.  He raises the
shard...

                          SAM
             No!  Please, no!

Sam reaches for a weapon.  Anything.  His finger catches the
newspaper stand.  Something draws the Shape's attention.

Today's HADDONFIELD GIZETTE's newspaper headline.  "MYERS
NEPHEW IN HADDONFIELD - MAYHEM TO FOLLOW?"

The Shape stares.  His grip on Sam weakens.  The man tries
to get away -- but the Shape grips harder and thrusts the
glass shard into Sam's throat.  His eyes go wide in shock as
blood spews from his neck.  The Shape's grip is released and
Sam slumps quite dead to the ground.  The Shape continues to
stare at the headline, never once having taken his eyes off
of it.

EXT. GAS STATION - DAY

As dead as when we first laid eyes on the place.  The Dodge
remains in place, but we HEAR a door slam O.S.  An ENGINE
comes to life.  From the side parking stalls comes a four-
door Buick.

                                                            38.


It pulls away from the pumps and starts down the wooded
Illinois road.

                                             CUT TO:

EXT. VALLEY INN PARKING LOT - DAY

The familiar Sedan pulls into the parking lot.  Several
civilian cars are stopped in stalls.  The Inn itself, as
well as the lot, is enclosed by a dense packing of pine
trees.  The Sedan comes to a stop.

INT. SEDAN - DAY

Hill and Anderson sit up from with John and Sara in the back.

                          HILL
             This is it.

                          JOHN
             Nothing like stating the obvious.

                          HILL
             You two get enough sleep?

Sara looks just as bruised as before, but with significant
rings around her eyes.  John doesn't look quite as bad, but
is still in rough shape.  He keeps his gaze centered outside,
still not comfortable with this idea.

                          HILL (CONT'D)
             Don't worry about a thing.  We're
             going to be right in there with you.
                    (beat)
             Let's go.

The two detectives pop open their doors and get out.  Sara
grabs the latch.

                          JOHN
             You know you can back out any time
             you want to.

                          SARA
             I'll stick around.

She exits.  John hesitates for a moment and then finally
leaves the vehicle.

EXT. VALLEY INN PARKING LOT - DAY

The Inn looms ahead.  In other circumstances it would
probably look quite nice, but there's something off about it.

                                                            39.


Too many people around, along with the familiar GRINDING
NOISES of distant drills.

                          HILL
             Time to get inside.  They're waiting.

Hill backtracks a few steps and stands next to John, by far
the most nervous-looking of the bunch.

                          HILL (CONT'D)
             You ready?

                          JOHN
             Do I look ready?

                          HILL
             Not really.
                    (beat)
             Come on.

John casts a dirty glance as Hill starts for the building.
The other three follow.

EXT. VALLEY INN FRONT ENTRANCE - DAY

Two glass doors greet the group of four as an entryway.
Above the glass door is a sign, but it's different from when
we first noticed it.  It reads:

                    NOW OPEN FOR BUSINESS

Anderson grabs open one of the doors.  Sara enters first.

                          ANDERSON
             After you.

He tries to follow her but Hill pushes the door open all the
way, not giving Anderson room to move.  Hill moves through
and is followed by John.

                                             CUT TO:

INT. GUEST SUITE (3RD FLOOR) - DAY

The Guest Suite overlooks the open box in the center of the
complex.  There's no window in this room.  Instead, two
vicious looking sniper rifles are held in place, being tested
by their owners.

HARRY is a well-built man in his mid-forties while RUSS is a
shorter, stubbier kind of guy who's a few years younger.
Harry brings the scope to his eyes to test the distance.

                                                            40.


HARRY'S P.O.V. -- THROUGH SCOPE

On the parking lot.  Hill's Sedan is clearly visible.

Harry pulls his face away from the rifle.

                          HARRY
             They're here.

                          RUSS
             Great.

Russ reveals a handgun and pops a clip into place.  There's
a satisfying CLICK.

                          RUSS (CONT'D)
             This is going to be fun.

                                             CUT TO:

INT. LOUNGE - DAY

CLOSE:  A SECURITY CAMERA

It's perched upon the upper corner of two converging walls.
A thin black wire runs from the casing and disappears into
the wall.

CAMERA P.O.V. -- LOUNGE

Hill, Anderson, John, and Sara enter, oblivious to the camera.
The blue tint and lack of sound grants us an interesting
perspective.

Couches and chairs are laid about the place, seemingly in
some random yet attractive order.  Off to the right there's
a small stage and a piano for the customers' entertainment.
Across from that there is a bar with several stools in place.
A small counter that serves as the lobby is right next to
the entrance.

Thirty feet above is a beautiful, reflective glass ceiling.
Warm sunlight beams through through the transparent surface
giving an extra shine to several alcohol bottles at the bar.
John and Sara both observe their surroundings.  There's an
intricate design here, and the place is quite beautiful.

We can HEAR someone fooling with the piano.  A few notes
coming from O.S.  It's a simple beat, yet a strikingly
familiar THEME... Everyone turns, a chill running up their
spines.  Anderson pulls his hand back from the keys.  He
shrugs, not realizing he did anything wrong.

John turns to Hill.

                                                            41.


                          JOHN
             So what's your master plan?

                          HILL
             I'll explain in detail when you're
             both upstairs.  Trust me, it'll all
             make sense once Uncle Mike shows up.

                          JOHN
             Oh, yeah, you're right.  It all
             makes sense that he's going to show
             up here for no goddamn reason.

Hill leads John to the bar.  There's something there.

                          HILL
             Don't you read the papers, kid?

Hill grabs the newspaper and tosses it to John.  He studies
the headline and skims through the article.  Sara draws
close, interested.

                          JOHN
                    (reading)
             "Tate is staying at the Valley Inn,
             a newly refurbished building just
             north of the Bypass..."
                    (to Hill)
             You might as well have said,
             "Should anyone want to kill the
             boy, he can be found at..."

Hill snatches the paper away and returns it to the bar.

                          HILL
             It gets the job done.  He'll be here.

                          JOHN
             He'll see right through it.

                          HILL
             What if he does?  The minute he
             sets foot in the building, he loses.
             It'll be too late.  It might not
             even come to that point.  We've got
             riflemen posted outside.

                          JOHN
             Don't get cocky.

                          HILL
                    (ignores comment)
             Anderson, take 'em to their suite.

                                                            42.


Hill flashes half a grin.  Anderson nods.

                                             CUT TO:

INT. SECURITY ROOM (2ND FLOOR) - DAY

CLOSE:  BANK OF MONITORS

Several seven-inch security monitors are stacked atop each
other in 3 x 3 rows.  SCOTT, a cop no older than John,
intensely studies one of the screens as Anderson leads John
and Sara to their room.

                          SCOTT
             That's the Strode kid?

He looks at RAY, a few feet away.  He glances at the monitor.

                          RAY
             Better be.  I best not be missing
             football for nothing.

                          SCOTT
             Think they'll be okay with Harry
             and Russ?

                          RAY
                    (smiles)
             You kiddin'?  Harry'll use 'em as
             human shields against Myers before
             he protects them from him.

Scott laughs.

                                             CUT TO:

INT. HALLWAY (3RD FLOOR) - DAY

The hallway is long and dreary.  A window at the end lets
line shine through, casting an effect while half the hall is
in shadow, the other half is bathed in sunlight.

There's a familiar BELL and two rickety elevator doors open.
Anderson, Sara, and John step out.  They start forward, but
the two guests do a double-take.  They both look very
unimpressed.

                          SARA
             For being "newly refurbished," it
             sure doesn't look...

                          JOHN
             It looks like shit.

                                                            43.


                          ANDERSON
             It may not be the Hilton, but
             you'll live.

They stop at the farthest door down the hall.  He knocks
once and holds for a beat.  Then knocks twice more.  The
code.  The door opens a few inches but the chain is still
plainly visible in place.

A pair of dark brown eyes peer through opening and look out.

                          ANDERSON (CONT'D)
             It's me, Russ.

The door closes without a word from Russ.  We can HEAR the
chain being dislodged.  The wooden door springs open fully.

INT. GUEST SUITE (3RD FLOOR) - DAY

Their rifles lodged in place, Harry and Russ have been taking
it easy.  Russ returns to his comfortable easy chair and
Harry is lounged out on the sofa.

Anderson looks at John and Sara.

                          ANDERSON
             Welcome home.

The place is a mess.  Just as bad as the hallway.  The
window-shade has been lowered as far as it can go without
disrupting the rifles.  Dark stains are visible on the walls.

                          JOHN
             Are you kidding?

                          ANDERSON
                    (mocking)
             Gee, sir, I'm sorry, sir.  Maybe we
             can find something more comfortable
             for you.
                    (serious)
             You want the protection or not, pal?

John looks at the walls, disgusted.  Unhappy but unable to
change things.

                          SARA
             It's fine.

Anderson opens the door and prepares to leave.  Addresses
Harry and Russ.

                          ANDERSON
             You kids have fun.

                                                            44.


Harry smiles and nods.  Russ isn't paying attention; he's
too impressed with the level of polish on his handgun.
Anderson leaves without another word.

                          JOHN
                    (smirks)
             Service with a smile.
                    (to Harry)
             You're our protection?

                          HARRY
             Part of it.

John heads for the wall.  Looks at it, obviously still
affected by the stains.

                          JOHN
             Where's the rest?  In the walls?

With a smile, John pounds hard against the wall.  Punches
his fist straight through it, splintering a hole deep hole
as though the wall were made of plywood.

                          RUSS
             Kid, you got some problems.  They're
             in the other hotel rooms.

                          JOHN
             You're telling me there's two of
             you guys in just about every room
             in this place?

                          HARRY
             Not quite.  Two cops for this floor
             and the one below us.  The others
             are in the lounge in case he comes
             through the front.  And we've got
             two snipers on the outside.

                          SARA
             What do you mean on the outside?

Harry walks to the window and motions for both her and John
to come.  He hands Sara a pair of binoculars while lifting
the shade.  Then points out the window.

                          HARRY
             Over there, in the bushes.

SARA'S P.O.V. -- THROUGH BINOCULARS

Near the edge of lot and near the base of the large trees,
there's a flat patch of grass with a large bush before it.

                                                            45.


There's a thousand places to hide -- or a thousand ways to
sneak in.

                          HARRY (CONT'D; O.S.)
             What do you see?

Sara's view shifts from side to side.

                          SARA
             Nothing.

Again we scan everything.  There's nothing visible.

Harry takes the binoculars.  Tosses them onto an endtable.

                          HARRY
             Feel safe now?

                          SARA
             There wasn't anything there.

                          HARRY
             Exactly.

                                             CUT TO:

EXT. WOODLAND - DUSK

Hunched over on his knees behind a tree is LARRY, a 30-year-
old sniper.  He hold his rifle tight to his chest, ready for
just about anything.

LARRY'S P.O.V. -- THROUGH SCOPE

An excellent view of the entire hotel.  If Myers shows up,
he's got a clean shot just about anywhere.

Larry pulls his head back from the scope and looks to his
left.  About fifteen feet away, well-hidden behind a bush is
RICK.  Same age, but he's lying on his stomach.  Better
angle on the higher floors.

                          LARRY
                    (loud whisper)
             Rick, you scared, man?

Rick averts his gaze and looks at Larry.

                          RICK
             Not at all.  You?

                          LARRY
             I can't wait for the jackass to
             show himself.

                                                            46.


                          HILL (O.S.)
             That's good.

Larry jumps.  Looks like he's about to have a heart attack.
Hill, three feet behind, laughs.

                          LARRY
             Jesus, Joe!  How the hell did you
             do that!?

                          HILL
             Trade secret.  Don't be too
             terrified yet.  Myers won't show
             himself until nightfall.
                    (beat)
             I just came out to make sure
             everything is set before he does.

                          LARRY
             Yeah, it is.

                          RICK
             I'm fine, Hill.  Ready to blow his
             fuckin' head off.

                          HILL
             Well, that's good, Rick.  Just make
             sure you don't take my head off by
             accident.

Rick smirks.  A wicked look in his eyes.

                          RICK
             Accidents do happen.

                          HILL
                    (laughs)
             They frequently do with you.

Larry wipes the sweat off his face.  Resets his rifle and
prepares for the start of the operation.

                          HILL (CONT'D)
             I'm going back in.  Need to
             coordinate the idiots inside.  Good
             luck, you two.

                          RICK
             Thanks.

Hill starts off, making directly for the Inn.  No attempt at
being covert.  He stops and turns.

                                                            47.


                          HILL
             Oh, and fellas.  Happy Halloween.

                                             CUT TO:

EXT. VALLEY INN FRONT ENTRANCE - NIGHT

Hill disappears inside.  On the porch, we can SEE that
they've placed a wicked looking jack-'o-lantern, its grin
eerily fitting for the occasion.

                                             CUT TO:

INT. GRAND SUITE (3RD FLOOR) - NIGHT

Russ and Harry stand beside their rifles.  They're engaged
in a heated game of "Paper, Rock, Scissors."  John sits at
the sofa, his face determined.  Sara notices.  She turns off
the television, rises from the easy chair.  Moves over to
the sofa and sits next to John.

                          SARA
             John, can I ask you something?

It looks like he's just noticed she moved.  He snaps out of
his daze.

                          JOHN
             Sure.  Yeah.

                          SARA
             Detective Hill said that he looked
             and couldn't find you.  Where were
             you exactly?

John sighs.  He had a feeling this was coming.  He breathes
deeply.  It's not a pleasant memory.

                          JOHN
             When... when Michael came after us
             at the school, my mom changed.  She
             was arrested for killing this
             paramedic.  But before the cops
             came, she made me promise something.
             Made me promise that I'd disappear.

                          LAURIE (V.O.)
                    (echo)
             John, you have to!  Please!

                                                            48.


                          JOHN
             I didn't want to.  I wanted to
             stay, in case he... in case he came
             back.  But she knew what was going
             to happen.  She emptied her bank
             account and gave me the cash.  Told
             me how to get into Mexico.  To hide.
                    (beat)
             I tried to fight it, but it's what
             she wanted.  To keep me safe.

                          LAURIE (V.O.)
                    (echo)
             I love you, John...

                                             CUT TO:

EXT. WOODLAND - NIGHT

SHAPE'S P.O.V. -- VALLEY INN

The lights of the distant Inn are visible through the dense
grove of pine trees.  The Shape's BREATHING dominates the
TRACK, and slowly we begin to glide forward, through the
darkness.  Toward John and Sara.

                                             CUT TO:

INT. GRAND SUITE (3RD FLOOR) - NIGHT

Sara has moved closer to John.  Compassionate and understand.
He continues to talk, letting a heavy weight off his chest.
Harry and Russ don't seem to notice.

                          JOHN
             I found out that she died a few
             days after it happened.  But I
             stayed where I was.  If I showed at
             her funeral and Michael attacked
             me, then what was the point of
             hiding?  That was three years ago.
             But I just couldn't take hiding
             anymore.  I want a life, Sara.  And
             to have one, Michael Myers has to die.

                                             CUT TO:

EXT. WOODLAND - NIGHT

The silhouette of the Shape stands perfectly back-lit by the
moon.  He stands still, surveying the property.

                                             CUT TO:

                                                            49.


INT. LOUNGE - NIGHT

You wouldn't think this was a sting operation.  Five OFFICERS
in street clothes hang about the place like normal residents.

One lays back in his easy chair, reading a book.  Three sit
around a table, clad in expensive business suits.  On the
table, small glasses of liquor.  Another plays Jazz on stage.

Hill sits at the bar.  CHRISTIE, an attractive woman in her
late twenties, pours him another drink.  He takes a quick
drink and sets the glass down.

                          CHRISTIE
             Not thirsty, Joe?

                          HILL
             Guess not.

There are more important things on his mind.  He's obviously
not concentrating on anything in this area.

                          CHRISTIE
             How are they doin' up there?  With
             Harry and Russ, you'd think they
             would have jumped out the window by
             now.

                          HILL
                    (smiles)
             Yeah, I'll find out eventually.
             Haven't been up there for a few hours.

                          CHRISTIE
             The boy's got a chip on his shoulder.

                          HILL
             He's had a hard life.  I don't
             blame him.

Hill gulps down the last of his drink.

                          HILL (CONT'D)
             You equipped, Christie?

She opens her vest a two inches.  A small hand gun is visible.

                          CHRISTIE
             I'm good.  Where are these guys from?

                          HILL
             Langford.

                                                            50.


                          CHRISTIE
             Are they taking this seriously?

                          HILL
             They better be.

                                             CUT TO:

EXT. WOODLAND - NIGHT

Larry lies sprawled out atop the tall, thick grass.  He
holds his rifle to his shoulder.  Tensely keeps his watch.

                          LARRY
             Rick, does this strike you as weird?

Now thirty feet away, Rick is literally inside of a bush.  A
perfect sniping position, but it has to be damn uncomfortable.

                          RICK
             Meaning?

                          LARRY
             If he gets inside the place and
             moves to a position where we have a
             shot, that means they failed.  If
             they can't kill him, what hell can
             we do?

Rick shrieks for a moment.  A thorn in his side.

                          RICK
             We'll figure that out when the time
             comes, 'kay?  Now keep it down.

                          LARRY
             Gotcha.

A beat as Larry stares into his scope.  Complete silence,
save for a gust of wind.  Calm and tranquil... SNAP!  A few
twigs have split just next to Larry.  He curiously turns.
The Shape's hand grabs him by the throat and lifts him into
the air!

The Shape's left arm is wrapped around Larry's neck,
completely cutting off his chances of making a sound.  Larry
struggles for dear life.  He grips his rifle and tries to
thrust it backwards.  No dice.  The Shape grabs the rifle
with his free hand and turns Larry, arm crushing his throat...

The Shape stabs the rifle into Larry's chest and lifts him
into the air.  Larry dies as the Shape carries his body
toward the pine trees.

                                                            51.


A flock of birds are spooked by the commotion.  They lift
off their perch in a tree and make for some distant location.
Rick catches sight.  That's different.  He looks to his
right; to where Larry was.

                          RICK
             You see that?

Nothing.  We can HEAR slight CHATTER coming from Larry's
former position.

CLOSE:  WALKIE-TALKIE

Lying unused.  Still tuned in to receive.

                          HILL (O.S.)
                    (filtered)
             This is Hill.  How's the south
             exterior look?

                          HARRY (O.S.)
                    (filtered)
             Good, boss.  Got it covered real good.

Rick looks blankly for a moment.  Where the hell is he?  He
sighs, then looks through his rifle-scope once more.

                          RICK
             Man, didn't your parents ever teach
             you to go before you left the house?

INT. GUEST SUITE (3RD FLOOR) - NIGHT

HARRY'S P.O.V. - THROUGH BINOCULARS

Night-vision is engaged.  Harry looks at the south end,
checking for any sign of movement.  There's none.

                          HARRY
             Goddamn are they hidden.

Harry sets the binoculars aside and looks at Russ.  He
continues wiping down his side-arm.

                          HARRY (CONT'D)
             You're obsessed.

Russ looks at Harry.

                          RUSS
                    (oblivious)
             With what?

                                                            52.


                          HARRY
                    (sighs)
             I'm hungry.

Harry turns to Sara and John.  They sit on the sofa, a little
farther apart than before.  John clicks wildly on the remote.
Flipping channel to channel.

                          SARA
                    (smiles)
             All right, that's it, John!  You
             can't find anything, so it's my turn!

John dials in a specific channel.  It's ESPN.

                          JOHN
                    (grins)
             When in doubt, watch "SportsCenter."

Sara rolls her eyes, half-amused.

                          HARRY
             You guys hungry?

                          SARA
             Yeah, a bit.

                          HARRY
             How 'bout you?

                          JOHN
             No thanks.

                          HARRY
             Why am I not surprised...  How
             about you, Russ?  Want anything?

Russ continues his cleaning.

                          RUSS
             Nope.

Harry moves over to an end-table with a telephone.  Lifts
the receiver.

                          HARRY
                    (to himself)
             Probably don't have bullets on the
             menu anyway.

He dials three digits.  We HEAR a faint RING...

                                                            53.


INT. LOUNGE - NIGHT

...concurrent with the RINGING of a phone at the bar.
Christie grabs the phone.

                          CHRISTIE
             Yeah?  Whaddya need, Harry?

INT. GUEST SUITE (3RD FLOOR) - NIGHT

Harry turns slightly and uses his free hand to cover his mouth.

                          HARRY
             Yeah, so, um, everyone's hungry up
             here, so bring eight burgers and a
             lot 'a cans of Coke.
                    (waits)
             Yeah... okay... bye.

He hangs up the phone and turns to Sara.

                          HARRY
             He said it'll be about a half hour.

                          SARA
             Why so long?

Harry shuffles next to Russ, clearly trying to avoid the
question.

                          HARRY
             I don't know.  Busy, I guess.

                                             CUT TO:

EXT. VALLEY INN - NIGHT

SHAPE'S P.O.V. -- STORM DRAIN

Loud BREATHING.  The Shape moves forward.  An iron gate bars
access to a drain leading directly into the Inn.  The Shape
pauses for a moment, then grabs the gate and rips it from
its hinge.  He casually drops it, then ducks and enters the
drain.

Just as he disappears, we PAN UP and RISE, following the
outer wall of the Inn three stories up.  We SEE Harry,
binoculars in hand, scanning the area.  He doesn't seem to
find anything as his body shifts and he changes his focal
point.

                                             CUT TO:

                                                            54.


INT. STORM DRAIN - NIGHT

The Shape slowly moves forward his trademark manner.  The
drain itself is only a few feet in diameter; it's a tight
fit.  An inch of dirty water causes each step the Shape
takes to splash and echo.

                                             CUT TO:

INT. KITCHEN (1ST FLOOR) - NIGHT

NICK and JUSTIN are dressed like professional chefs.  Pots
and pans dangle idly from the ceiling.  A few cutting knives
lay on the counter.  Nick grabs one and thrusts it back into
its place in the butcher block.

Justin quietly chops vegetables, his cuts quick and precise.
Nick doubles a double-take, pulling back the latch and
bending over to look outside.  As he does so, the tightening
of his jacket allows us to see the outline of a pistol.  He
slams the stove shut, apparently pleased.

                                             CUT TO:

INT. STORM DRAIN - NIGHT

Another iron gate stands in the Shape's way.  He tugs
slightly.  Locked.  And then with a little more force he
rips the gate free, though not off its hinge.  It rocks
weakly, completely off-balance.  He walks through.

INT. ABANDONED HALLWAY (1ST FLOOR) - NIGHT

Desolate and deserted.  Mold covers the dark brown walls.
What little carpet remains is covered in a thick pool of
water.  He trudges forward, towards the wooden door at the
end of the hall.

                                             CUT TO:

INT. KITCHEN (1ST FLOOR) - NIGHT

Justin continues his precise chopping.  Nick looks over from
the stove and sees the butt of Justin's weapon sticking out
the back of his pants.

                          NICK
             You'd better tuck that thing away.

Justin pulls down his jacket.  It's a tight, uncomfortable-
looking fit, but it works for the moment.

                                                            55.


                          JUSTIN
             Gotcha.  Where do they keep the
             lettuce 'round here?

Nick motions to the door.

                          NICK
                    (points)
             The supply closet.

Justin sets the knife down onto the cutting board and opens
the closet door.

INT. SUPPLY CLOSET - NIGHT

Rolling carts are grouped together, making the most of this
small amount of space.  Boxes and boxes of supplies are held
tight upon the separate shelves.  The door opens and Justin
steps through, closing it behind him.

He takes one look and doesn't seem satisfied.

                          JUSTIN
             Couldn't they just mark one of the
             damned things 'cabbage'?

All of the boxes are plain.  Some brown, some black, but
labels are non-existent.  He shrugs and moves to the first
cart, prepared to rummage through the items.

                                             CUT TO:

INT. GRAND SUITE (3RD FLOOR) - NIGHT

Sara looks intently at a clock set high on the wall.  No one
else seems to take any notice.

                          SARA
             Thirty-seven minutes.  Do I get
             fifteen percent off?

John laughs.

                                             CUT TO:

INT. SUPPLY CLOSET - NIGHT

Justin continues to shuffle things aside.  He takes a few
boxes off one shelf and sets them down onto the floor.  He
reaches for one more, but --

JUSTIN'S P.O.V. -- LOOKING THROUGH CART

                                                            56.


There's a great deal of free space on the shelf.  Justin can
look through.  There isn't a wall packed tightly behind the
carts, but a door.  A brown, heavy-beaten door.

He takes a moment to consider and then painfully slides the
cart away, having trouble maneuvering it around the others.
Finally, he manages.

Justin sighs and collects his bearings.  Quickly nods to
himself.  He grabs the door handle and opens the door halfway.

INT. ABANDONED HALLWAY (1ST FLOOR) - NIGHT

Justin sticks half his body through the opening and seems
disgusted with that he sees.  The general atmosphere isn't
pleasant; puddles, torn walls, etc.  The drain is too far
off to be seen.

He slowly shakes his head and gives a mild guffaw.  Justin
pulls his body back into the supply closet and closes the door.

And now we SEE the Shape against the wall, there the whole
time and hidden by the door.

INT. SUPPLY CLOSET - NIGHT

Justin closes the door.  He looks a bit disappointed.  He
grabs one of the carts and starts to wheel it back into place.

CRASH!  An arm bursts through the door frame and grabs Justin!
He tries to scream but the big hand grabs him hard by the
face, covering his mouth, and yanks him back to the door.
Justin kicks and fights but is unable to break the Shape's
one-handed grip.  There's a barely audible MOAN as he feels
a sharp pain...

Justin manages forward slightly, arcing his back.  It's now
clearly visible that four inches of a blade is jutting out
of the door, caked in new blood.  Justin is thrust backward,
right onto the stabbing weapon.  Another MOAN.

The door bursts open and Justin is pulled out of the closet.

INT. ABANDONED HALLWAY (1ST FLOOR) - NIGHT

The Shape continues his covering of Justin's mouth.  The man
continues his useless fight, and as the two come face-to-
face, there's a quick flash of steel as the butcher blade
cuts into Justin's throat.

His eyes go wide.  The Shape releases his grip as Justin
tries to gurgle out some sound.  He fails.  His hand covers
his bleeding neck and he falls to the floor.  Stops moving.

                                                            57.


The Shape spares a moment to look at the corpse, then opens
the supply closet door.

                                             CUT TO:

INT. KITCHEN (1ST FLOOR) - NIGHT

Several plates are set out atop the cutting board.  Fresh
hamburgers on all but two.  A BUZZER goes off from the stove.
He smiles and opens the covering hatch.  Sticks his nose in
for a whiff, and then pulls back, his face a slight shade of
green.

                          NICK
             I knew there was a reason I became
             a cop.

He reaches in with a gloved hand and grabs the place of meet.
Takes a spatula and flips the two patties onto the empty
buns.  Smiles again.

The phone, mounted to the wall next to a two-door cabinet,
RINGS.  Nick wipes his hands and grabs it.

                          NICK (CONT'D)
             Yeah?... Yeah, I know it's been
             longer than I said, sorry... Quit
             busting my balls; I'm a cop, not
             Martha Stewart... no I didn't
             forget.  Room 212 on the top...
             Fine... fine.

He slams the phone down onto the hook.

                          NICK (CONT'D)
             Come make it yourself you tubby
             bastard.

Nick looks at the 'burgers again, in a decisively less happy
mood.  Then he motions to the supply cabinet.

                          NICK (CONT'D)
             Justin, where's the fucking lettuce?

No response.  He looks irritated.

CLOSE:  A PAN

Gleaming like the moon in a star-filled night, the Shape's
mask is reflected perfectly.  Out of view of Nick.

Nick angrily sighs and moves back to the cutting board, then
begins to mash the buns together, haphazardly finishing the
meal.  The last hamburger is finished.

                                                            58.


He turns -- right into the Shape.

A look of shock shows in his eyes.  The Shape rises his
knife and thrusts, but Nick is quick enough to parry the
attack and knock the weapon out of the Shape's hand.  He
pulls back and lets go with a punch, hitting the Shape square
across the face and knocking him back nearly six inches.

CLOSE:  THE SHAPE'S EYES

Definitely not neutral.  He slowly turns his head and glances
at Nick as though to say, "Bad move."

Nick pulls back and swings, but the Shape casually steps to
the side.  He overshoots, leaving his back open.  The Shape
grabs him by the hair with one hand, covering his mouth with
the other.  Begins dragging him back to the stove as Nick
tries unsuccessfully to scream for help.

The Shape changes his grip, releasing the man's hair yet
keeping a tight grip on his head.  He reaches back and grabs
the stove door.  Pulls it open...

He turns the man, and Nick knows immediately when given a
clear view what the Shape is up to.  He kicks, swipes, claws,
and pinches, but nothing has remotely any effect.  The Shape
shoves his head inside the stove...

And then he smashes the door into its closed position,
flattening Nick's head with a sickening CRUNCH.  He continues
whatever fight his dying body will allow... the Shape
retracts the door once more... and smashes again, for the
final time.

The Shape releases and Nick's body drops, missing its crushed
skull.

                                             CUT TO:

EXT. WOODLAND - NIGHT

Rick stays uncomfortably perched in his bush.  He glances
over at where Larry should be.  Still nothing.  He gives up
waiting and rises.

                          RICK
             Enough with this shit.

Rick takes a flashlight off his belt.  Clicks it on and
follows the beam into the trees.  Checking over everything
for any sign of the missing sniper.

                                                            59.


                          RICK (CONT'D)
             I'm going to regret this.

                                             CUT TO:

INT. LOUNGE - NIGHT

The same as last we left it.  Hill paces near the bar.
Growing nervous.  Why hasn't he shown?  Christie keeps her
eyes on him, concerned.

The front doors burst open.  Everyone's head turns
simultaneously.  But it isn't who they were expecting.  A
TEEN COUPLE, both seventeen or eighteen, wanders in.  They're
drunk, the boy moreso than the girl.  His girlfriend supports
his weight on her shoulder.  Both are laughing.

Hill raises an eyebrow and then with half a smile steps
behind the unoccupied counter.  The couple tries to get a
sense of direction, notice him, and then sluggishly make
their way to the registration counter.

                          TEEN GIRL
             We'd... we'd like a room.
                    (remembers)
             Please.

Hill types on the stationed computer keyboard.  The monitor
faces only him, so the teens have no way of seeing that the
screen is completely blank.

                          HILL
             What kind of room would you like,
             ma'am?

                          TEEN BOY
                    (quickly)
             Cheapest thing 'ya got!

                          HILL
                    (smiles)
             Let me check availabilty.

Hill pushes a few keys.  Waits for a few moments.  Teen Girl
seems quite taken with the place.  Amazed with the sparkling
lights.  The boy probably can't even tell he's inside a
building.

                          HILL (CONT'D)
             Oh, darn.  Looks like everything's
             taken.  I can check the second-
             class rooms if you'd like.

                                                            60.


All heads in the room are still looking at the counter.
Smiles on everyone's faces.  The couple is oblivious.

                                             CUT TO:

EXT. WOODLAND - NIGHT

Rick continues his search.  He uses the flashlight like a
guide, illuminating everything in his path before he takes a
step.  He's in a particularly dense grove of trees.  The
beam brightens the base of one tree, turning it almost stark
white...

...save for the dark substance running onto the ground.
Rick's eyes narrow.  What is that?  He steadily raises the
beam, revealing more of the dark substance... the red
substance.  Going higher and higher until there's something
else... a boot... a leg...

A body.

Larry is motionless, his long rifle speared through his
chest and holding him to the tree's tough bark.  His eyes
are wide with shock and his mouth stands agape.  Rick lets
out a SHRIEK and stumbles backward, falling to his knees.

                                             CUT TO:

INT. LOUNGE - NIGHT

Hill again studies the blank screen, trying desperately not
to laugh.  Then he looks at the couple with a blank face and
speaks in an emotionless tone.

                          HILL
             I'm very sorry, my young friends.
             But we're booked in every room.

Shock is readily visible in their glazed-over gazes.

                          TEEN BOY
             You're fuckin' with me.

                          HILL
                    (dead serious)
             Sir, I do not 'fuck.'

That did it.  Several LAUGHS in the room.  People finally
losing control.  The teens look around, completely perplexed.

There's a slight, consistent HISS.  Hill checks his belt --
it's his walkie-talkie.  He undoes the clip and brings it to
his mouth.

                                                            61.


                          RICK (V.O.)
                    (filtered)
             This... Rick... Hill... there?

The sound is jittering horribly.  Hill turns so the teens
don't see him.  He finally allows himself to smile.

                          HILL
             This is Hill.  Go ahead, Rick.

                          RICK (V.O.)
                    (filtered)
             Get... here... Now.

                          HILL
                    (slight concern)
             You're breaking up.  What is it?

                          RICK (V.O.)
                    (filtered)
             Just get here.  See... yourself...

                          HILL
             Copy.  I'll be there in ten.

Hill re-clips the speaking device to his belt and moves from
the counter.  Makes for the door until the teen boy steps in
front of him.

                          TEEN BOY
             Hey, man, we're not leavin' until
             we get a goddamn place to...
                    (thinks)
             ...sleep for the night.

There's a cold, unimpressed look in Hill's eyes.  He smiles.
Grabs Teen Boy's collar in his right hand and lifts him off
the ground.  Begins walking to the door as the SCREAMING
Teen Girl follows, terrified by the exit her boyfriend is
receiving.

They pass a stunningly familiar man in a waiter's outfit
pushing a food cart.  The Shape!  He pushes the rolling cart
forward through the lounge, his face never at an angle in
which we can see it.  He goes unnoticed and unaccounted for
by all in the immediate area.

                                             CUT TO:

                                                            62.


INT. SECURITY ROOM (2ND FLOOR) - NIGHT

Scott looks dumbly at the security monitors.  One in
particular is interesting -- a waiter calmly pushes forward
a cart, making his way down a first floor hallway to the
elevator.

                          SCOTT
             Ray, is that supposed to happen?

Ray takes a look at the monitor.

                          RAY
             I think so, but I don't recognize
             the guy.

Scott grabs his walkie-talkie from atop a monitor.

                          SCOTT
             Harry, you there?  Harry?

                          HARRY (V.O.)
                    (filtered)
             Yes, this is Harry.  What's going
             on?  Over.

                          SCOTT
             You guys order food up there?

                          HARRY (V.O.)
                    (filtered)
             Yeah, about an hour ago.  Why?

                          SCOTT
             Someone's pushing up the food cart.
             That explains it.  Thanks.

                          HARRY (V.O.)
                    (filtered)
             No problem.

Scott and Ray exchange a look.  Shrug.

                          SCOTT
             Well, you don't recognize 'em, so
             go and make sure.

Ray rises and mumbles something that sounds oddly like "son
of a bitch..."

                                             CUT TO:

                                                            63.


INT. HALLWAY (1ST FLOOR) - NIGHT

CLOSE:  THE FOOD CART

Trudging along.  A pair of dirty work boots are clearly
within FRAME as the cart is pushed forward.

ANOTHER ANGLE - OVER THE SHOULDER

We can just SEE the shoulder of a white jacket in the corner
of the screen.  Moving forward with no cops in sight.
There's an elevator just ahead.

The Shape slows the cart to a stop and moves to the control
pad.  He confidently presses the "Down" key and steps back.
For a few moments, nothing, but then comes the familiar BELL
TOLL as the steel doors slide open.

The Shape pushes the cart inside.

                                             CUT TO:

INT. HALLWAY (2ND FLOOR) - NIGHT

Ray grudgingly moves to the elevator and hits a button with
a large "Up" marking.  By instinct his hand clutches the
weapon at his side.  He waits for a few moments and then
with a RING the doors part.

He looks in and is stunned by what he sees.  The Shape,
decked out in his familiar garb -- dark coveralls and white
mask, which he has just finished tightening.  He turns his
attention to Ray who stands there, stunned.

Without hesitation the Shape shoots forward and grabs him.
Pulls him into the elevator.

INT. ELEVATOR - NIGHT

The Shape's big hand tightens around Ray's throat.  He kicks
and tries to scream, but the doors close before he can make
a sound.  There's a horrifying CRUNCH as his windpipe is
crushed.  The Shape releases.

Ray presses at his neck, in total shock.  He looks the Shape
dead in eye, terrified.  The white visage shows no emotion
save curiosity as the Shape's head tilts to the left, curious
as to the man's action.  Then the Shape throws both hands
out, one wrapping around Ray's neck, the other gripping his
cranium.

With a sickening SNAP Ray's neck is broken.  His body drops
to the floor.

                                                            64.


The Shape grants his corpse one look, and then he reaches
into the food cart and retrieves his gleaming butcher knife.
He turns to the control pad and hits the key marked "3."

                                             CUT TO:

EXT. WOODLAND - NIGHT

Hill wanders forward, trudging through thick brush.  His
flashlight glows in the everlasting darkness.  Searching for
something.  He grabs the walkie-talkie from his belt.

                          HILL
             You there, Rick?  Where the hell
             are you?  Over.

                          RICK (O.S.)
                    (shouting)
             Right here, chief!

Hill looks to his right and steadies the beam.  Rick is
there, still standing beside the bloody tree.  Hill hurries
to him.

Rick looks sick.  His face is nearly green.  He makes sure
his flashlight beam is held tightly on Larry's corpse.  With
his other hand he points.

                          RICK
                    (disgusted)
             There.

With a quickly souring expression, Hill looks.  Larry's
terrified corpse is in plain view.  Hill's face is cold, but
if he's completely surprised, he doesn't show it.

                          HILL
             He's here.

Hill brings his walkie-talkie within speaking distance.

                          HILL (CONT'D)
             This is Hill.  Does anybody read me?
             Over.

                          SCOTT (O.S.)
                    (filtered)
             I read you, Hill.  You're breaking
             up though.  Over.

                          HILL
             Myers is here.  Repeat: Myers is here.

                                                            65.


                          SCOTT (O.S.)
                    (filtered)
             What was that?  I don't copy.

Hill hisses.  He quickly returns the walkie-talkie to its
former position.

                          HILL
             Shit!  It's the fucking trees.
                    (to Rick)
             Come on.  We need open space.

Rick nods.  Hill bolts immediately toward the Inn.  Rick
spares one last glance at Harry and then starts after his
superior.

                                             CUT TO:

INT. HALLWAY (3RD FLOOR) - NIGHT

The Shape moves the food cart down to the end of the hall.
With each step he takes the wooden floor CREAKS.  He pauses
in front of the last door.  Room 212.  Stares for a moment
with his trademark BREATHING audible.

INT. GUEST SUITE (3RD FLOOR) - NIGHT

There's a loud KNOCK at the door.  Less like a human asking
for admittance and more like something large being pushed
into the wooden mass.  Harry rises from the chair and walks
to the door.

                          HARRY
             Wrong code...

John and Sara glance at each other.  Is it him?  Their
expressions become very tense.

Harry draws his weapon.  Russ does the same at the window.

                          HARRY (CONT'D)
                    (loud)
             Who's out there?

No response.  Harry turns his head and looks at the other
office stationed in the room as he grasps the lock chain.
Russ gives a slow nod.  Harry's hand grasps the knob and turns.

INT. HALLWAY (3RD FLOOR) - NIGHT

The door pops open.  Harry steps out, weapon held at the
ready.  His head turns from one way to the other.  Nothing.
Then he looks down and finds the food cart.  Seeming quite
safe.

                                                            66.


Harry sighs and holsters his gun.  Turns and looks back into
the room.

                          HARRY
             Food's here.

He moves behind the cart and wheels it into the Guest Suite.

                                             CUT TO:

INT. GUEST SUITE (3RD FLOOR) - NIGHT - TEN MINUTES LATER

Harry chews hungrily on his hamburger.  Sara does the same.
John and Russ are both left out, but Russ hardly seems to
care.  John, on the other hand, looks miserable.

Halfway through a bite, Harry catches his desperate gaze.

                          HARRY
                    (mouth full)
             What?  You said you didn't want any!

Harry finishes his bite and sets the nearly-done hamburger
onto a plate.  He stands and wipes his mouth.  Makes for the
door.

                          HARRY (CONT'D)
             I need to use the little boys' room.
                    (to Sara)
             Make sure he doesn't eat any.

Sara raises her eyebrows as Harry enters the hall.  She
looks at John and then hands him one of the uneaten
hamburgers from the cart.  He smiles in thanks.

INT. HALLWAY (3RD FLOOR) - NIGHT

Harry crosses the hall.  He opens the door across from 212.

                                             CUT TO:

INT. EMPTY SUITE - BATHROOM - NIGHT - MOMENTS LATER

The running faucet drowns the sink in warm water.  Steam
rises into the air, fogging the mirror.  Harry looks at his
reflection and yawns.  Then he dips his hands into the heated
water.

He pulls his hands out and runs his fingers around the sink.
Searching for the soap.  There's none.

Harry looks behind him.  There sits a bathtub with a half-
extended shower curtain.  He turns and pulls the curtain.
The Shape is looking right at him!

                                                            67.


He reaches out and grabs Harry by the arm, pulling him into
the tub.

Behind the two struggling combatants, we can SEE the action
in the reflecting mirror.  Harry gazes at it in horror.  The
Shape clutches a huge blade and raises it into the air.  The
pupils of Harry's eyes seem to expand as the knife thrusts
downward into his chest, causing his fresh life fluid to
stain the curtain.

                                             CUT TO:

INT. GUEST SUITE (3RD FLOOR) - NIGHT

John continues to munch on a hamburger.  In fact, he seams
to have eaten more than Sara.  He looks at her for a few
moments.

                          JOHN
             Not hungry?

                          SARA
             It's not that, but...
                    (to Russ)
             He's been in there for a long time.

                          RUSS
             Harry's a strange guy.  Real strange.

                          SARA
             Why didn't they just build a
             bathroom here?

                          RUSS
             How the hell would I know?  Ask the
             building contractor when you meet him.

Sara stands and makes for the door.

                          JOHN
             Where are you going?

                          SARA
             To make sure everything's all right.

                          RUSS
             You've got the balls to walk in on
             Harry Stanton in the bathroom?
             Girl, you may get more than you're
             expecting.

Sara flashes him a disgusted look and then leaves the room.

                                             CUT TO:

                                                            68.


EXT. STORM DRAIN - NIGHT

Hill hustles forward, thirty yards faster than Rick.  He
catches sight of the drain itself and stops.

HILL'S P.O.V. -- STORM DRAIN

The iron gate has been tossed off the drain and lies on its
side.

Hill gives it one look and knows what it means; knows how
Myers got in.

                          HILL
             Oh, shit...
                    (into walkie-talkie)
             This is Hill.  Does anyone read me?
                    (no response)
             Someone answer me, goddamnit!

Nothing.  The faint hiss of STATIC.  Hill looks back.

                          HILL (CONT'D)
             Rick, hurry your ass up!

Rick struggles to reach the detective's position.

                                             CUT TO:

INT. EMPTY SUITE - NIGHT

Sara closes the door.  The light's on in the room.  It's a
much nicer suite than the one in which she and John are
stationed.  It doesn't feel temporary, with crystal clear
wallpaper and brand new furniture.

                          SARA
                    (calling out)
             Mr. Stanton, are you in here?

We can HEAR something in the distance.  The soft, consistent
fall of RUNNING WATER.  Someone's in the shower.

Sara breathes deeply.  Knows she shouldn't do what she's
about to.  She walks to the bathroom door.

INT. BATHROOM - NIGHT

She pushes open the door.  Steam billows out from behind the
shower curtain.  The water continues to echo off of the hard
white tub.

Sara leaves the door-frame in its open position, stepping
into the room.

                                                            69.


Something catches in her throat; she obviously has an idea
of what she may see.

                          SARA
             Mr. -- Mr. Stanton?

No response.  The shower looms obviously closer as Sara
moves toward it.

                          SARA (CONT'D)
                    (quietly)
             Please God, no...

The wrinkled sheet is mere inches from her face now.  Sara
takes a deep breath and grabs the end of the curtain...

                          SARA (CONT'D)
                    (desperate)
             Let it be a sick joke.

She begins to tug.  Something changes quickly and she gasps.
Sara releases the curtain and lowers her gaze.  She looks
down, something is coming out of the curtain --

A butcher blade is embedded in her belly!  The knife retracts!

Sara stumbles backward, her hands covering the wound.  She's
in shock.  The curtain is ripped away and the Shape steps
out of the shower, looking more menacing than ever before.
Harry's corpse lies in a fetal position, a pool of blood
being washed into the drain.

INT. EMPTY SUITE - NIGHT

Sara hurries backward, trying to stay ahead of the Shape.
Still in a state of shock.  How can this be happening again?
The Shape walks out of the bathroom clutching his trademark
blade.  Continues after her.  Sara SCREAMS as she makes for
the door.

                          JOHN (O.S.)
             Sara!?

She reaches the knob and rips the door open.  The Shape
grabs her hair and pulls her back!

Through the door we can SEE John and Russ hurrying out of
the Guest Suite and into the hallway.  They both stop when
they can glimpse what's going on in the room.  John's face
goes white, then tightens with a newfound sense of
determination.  He springs into the room as Russ draws his
weapon.

                                                            70.


                          JOHN (CONT'D)
             You son of a bitch!

John dives forward and tackles the Shape.  He loses his grip
on Sara and falls back, taking John with him.  Sara
immediately bolts out of the room, still clutching her
bleeding stomach.

The Shape raises his knife and slashes it across John's
chest.  He HOWLS in pain and falls back, kicking the Shape
square in the face.  John rises and hurries out of the room,
just as the Shape rises to a sit.

INT. HALLWAY (3RD FLOOR) - NIGHT

John and Sara stumble down the hallway, away from the empty
suite.  Russ is farther ahead.  He raises his pistol just as
the Shape steps out of the room.

                          RUSS
             Take this, motherfucker.

Russ fires.  The Shape stumbles for a moment, then continues
his pursuit.  Again Russ pulls the trigger.  Little effect.
The Shape grabs Russ by the collar and tosses him to the
side, powerful enough to cave in the wall.

Russ cries out in pain as he hits.  He raises his weapon,
trying to recover, but the Shape is already upon him.  John
and Sara look on in horror as the Shape thrusts the blade
into Russ's neck.  The Shape curiously looks at the already
dead man, then retracts the knife.

Sara and John have already burst into a run before Russ'
corpse has hit the ground.  The Shape calmly follows.

                                             CUT TO:

INT. SECURITY ROOM (2ND FLOOR) - NIGHT

Scott stares at the security monitors in shock.  The Shape
is perfectly visible on the third floor, hunting John and
Sara.  On another screen, we can SEE Russ' corpse, slumped
against the wall.

Scott immediately grabs his walkie-talkie.

                          SCOTT
             Officer down!  I repeat, officer
             down, and Myers is in the building!
             Get your asses up here!

                                             CUT TO:

                                                            71.


INT. LOUNGE - NIGHT

Complete silence with no movement.  The casually dressed
officers seem like they can't comprehend what they've just
heard.  Then a faint MURMUR seems to rise.  Comments like
"Did I hear that right?" and "He's fucking with us."

But Anderson isn't fooled.  He checks behind the piano and
grabs his rifle.

                          ANDERSON
             You heard the man!  This is what
             we've been waiting the whole night
             for.  Saddle up, people!  We're
             going hunting.

Another pause, then everyone nods.  An aura of excitement.

                                             CUT TO:

INT. STAIRCASE - NIGHT

John and Sara hurry down the stairs, rushing between floors
and moving as fast as they can in their weakened conditions.
Sara is obviously exhausted.  Suddenly John grabs her and
won't let her move.

                          JOHN
             Wait!  We need to lose him.

John's gaze is fixed on something on the wall.  Sara follows
it and also sees.  It's an access panel.

John releases Sara and grabs the panel.  Pulls it open.

INT. HALLWAY (3RD FLOOR) - NIGHT

The Shape pulls open the staircase door and steps in.

INT. STAIRCASE - NIGHT

A story up, the Shape begins his descent.  Sara is halfway
through the opened panel.  Finally she manages to get her
feet through.  John glances up for half a beat, then dives
through the opening, no time to spare.  He reaches back out
and closes the hatch.

The Shape reaches the panel's level.  He slowly turns with
the winding stair, ready to continue down.  He's going to
miss them...

But he doesn't.  The Shape suddenly stops.  He knows
something is amiss.

                                                            72.


INT. ELEVATOR SHAFT - NIGHT

Sara and John balance themselves on their knees, holding
their heads a few inches below the access panel.  They rest
atop the elevator, perfectly balanced.  The shaft itself is
a mish-mash of various types of machinery.  One wrong move,
and something bad will happen.

John's eyes flutter about.  Somehow, he knows the Shape is
waiting just outside.  He grabs the inner handle, trying to
hold the hatch shut with all of his strength.

There's a tense moment of nothing.  No sound, no movement.
John eases a bit... the hatch tugs!  John barely keeps hold
as Sara looks panicked, nothing she can do.

Another tug.  John loses grip with one hand for a moment,
but manages to keep the Shape out.  He regains his hold.
The expected terror delays its coming, as another moment of
eerie stillness presents itself.

Something breaks the silence.  A loud BUZZ as the elevator
upon which John and Sara are perched begins to lower.  It
descends, Sara moving with it, but John desperately holds
onto the latch.

                          SARA
             John!

                          JOHN
                    (struggling)
             Just stay on it!

She continues to drop with the elevator.  Soon John's feet
are too high.  He struggles to hold, hanging from the inner
panel.  The elevator comes to a stop fifteen feet below the
dangling John.

The hatch rips open!  John shrieks as the Shape reaches in,
grabbing him by the hand.  A razor-sharp knife is thrust
inward, slashing John across the upper wrist.

John struggles to free himself from the Shape's impossibly
strong grip.  The knife is raised, the Shape preparing to
make the final death blow...

And John manages to kick off from the shaft's wall, freeing
himself from his murderous uncle.  Unfortunately, he has
nothing to grab to keep his position.  John plunges down,
smashing hard upon the elevator.  Sara screams.

                                                            73.


INT. ELEVATOR - NIGHT

Three armed cops -- Anderson, Christie, and CARTER, with a
rugged business suit -- look up in shock.  The roof of the
elevator has been damaged, slightly caved in by John's impact.
They all raise their weapons.

                          ANDERSON
             John?  Sara!?

INT. ELEVATOR SHAFT - NIGHT

John rolls onto his side, obviously in pain.  Sara seems
shocked that he's even able to move.

                          JOHN
                    (gasping)
             It's us... he's -- he's here...

                          CHRISTIE (O.S.)
             You okay, kid?

                          JOHN
             In a manner of speaking...

John turns, resting his weight upon his back.  He has a
moment of peace, allowing himself to catch his breath.  Then
his eyes go wide and he grabs Sara, pulling her to him.

                          JOHN (CONT'D)
             Look out!

There's a heavy CRASH.  The Shape has jumped from the access
hatch and lands on his feet!  He loses his balance for a
moment, then straightens himself, demonic in his appearance.
The look on both of their faces shows that neither John or
Sara can believe what they've seen.

John holds Sara behind him.  The Shape slowly advances.
There's nowhere for them to go.

INT. ELEVATOR - NIGHT

Anderson, Christie, and Carter keep their weapons raised, as
though trying to aim for something they can't see.

                          CARTER
             It's Myers!

                          ANDERSON
             Take him down!

They open fire, a barrage of bullets being shot into the air.

                                                            74.


INT. ELEVATOR SHAFT - NIGHT

John and Sara hold each other tightly as small shafts of
light spring upward from below, ripping through the elevator
and impacting the shaft itself.  Sparks fly.  The Shape is
riddled with bullets, his body beginning to convulse.  The
firing stops and the Shape slumps to the ground.

                          CARTER (O.S.)
             Got him?

Sara and John release each other, breathing deeply.

                          JOHN
             For now.

John looks at Sara, still trying to catch is breath.
Finally, he manages to speak again.

                          JOHN (CONT'D)
             Sara, I'm going to drop you down
             into the elevator, okay?

                          SARA
             What?

                          JOHN
             I've got a plan, but I have to do
             this alone.

                          SARA
             Why?  Why do you need to do it by
             yourself?

                          JOHN
             Just trust me.  This is something I
             have to do.  I'll be fine, I promise.

Sara seems to understand.  She grabs John and hugs him
tightly.  They release, looking at each other for a moment
more.  Then he slides back for a moment and kicks down onto
the elevator.  Twice more.  The steel panel can't support
the extra weight and drops.

John looks down.  The square panel has fallen right near
Anderson.  He rubs his head in pain.

                          ANDERSON
             You little fuck.

                          JOHN
             Sara's coming down.

                                                            75.


She kicks her feet down into the opening.  He takes her
hands and slowly lowers her into the elevator itself, finally
coming down right beside Carter.

                          CARTER
             You coming, man?

                          JOHN
             No.  Raise the elevator.

                          ANDERSON
             What!?

                          JOHN
             Just do it.  Those bullets aren't
             going to put him out for more than
             a few seconds.  I'm going to buy us
             some time.

                          CHRISTIE
             You'll be killed!

                          SARA
             He'll be fine.  At least I think he
             will.

                          JOHN
             Make the elevator go to the top and
             keep your weapons ready in case.

Anderson sighs.  Thinks for a moment.  Then nods.

                          ANDERSON
             All right, kid, you got it.  Just
             don't do anything stupid, like
             getting yourself killed.

John smirks.  Sara moves to the control pad and hits the "3"
key.  The gears shift for a moment, and slowly they begin to
rise...

...as does the Shape!  He quickly gains his bearings and
comes to his feet.  John also stands.  He grabs his side in
pain.  The Shape, knife in hand, advances on John, avoiding
the gap in the elevator.

John doesn't move.  The Shape shoots his hand out and grabs
his nephew by the collar, raising the dreaded blade.
Preparing to strike.

                          JOHN
             Uncle...

                                                            76.


The Shape freezes.  Perplexed for a moment.  His grip on the
boy weakens for a moment.  John immediately takes advantage.
He lashes out and throws a punch at the Shape, knocking him
square across the face.

The Shape stumbles backward, hitting the rising wall of the
shaft.  He loses his grip on the knife.  John is on him once
more, throwing one more punch that connects.  But now the
Shape is barely stunned.  He looks pissed.

With little effort the Shape pushes John to the ground.  He
advances once more, ready to kill John with his bare hands.
He's upon him now.

                          JOHN (CONT'D)
             Fuck you.

John rolls away, into the open square and falls down into
the elevator.  Curiously, the Shape looks up -- he's mere
inches from the peak of the shaft!

He doesn't have time to move.  A metal tong springs down and
buries itself in the Shape's shoulder.  He struggles and
fights, but can't do anything.  His body suddenly begins to
convulse, jerking in every direction as thousands of volts
of electricity pour into him.

The Shape collapses.

INT. ELEVATOR - NIGHT

Anderson helps raise John to his feet, allowing him to use
his shoulder for support.  He looks exhausted.  Sara hugs
him, then backs away as he tries to talk.

                          JOHN
             That's not going to finish the job.
             You better have backup somewhere.

                          ANDERSON
             You bet your ass we do.  Sara, push
             in "2," will you?

Sara complies.  Hits the key.  With another shift they begin
to descend.  Carter leans over and speaks into Christie's ear.

                          CARTER
                    (whispering)
             Where the hell is Hill?

Christie shrugs.

                                             CUT TO:

                                                            77.


INT. STORM DRAIN - NIGHT

Hill runs his flashlight up and down the long metal corridor.
The beam hits the ground and shows the slightest hint of
muddy footprints.  He clips the light back onto his belt.

                          HILL
             That settles that.

Rick stands at the exit gait that leads into the abandoned
hallway.  He looks completely disgusted.

                          RICK
             There's no question on how he got
             in.  Try calling it in again.

Hill nods and grabs his walkie-talkie.  Speaks.

                          HILL
             This is Hill.  Myers is on the
             premises.  I say again, Michael is
             here.

More STATIC.  Hill can't believe it.  But then --

                          ANDERSON (V.O.)
                    (filtered)
             You're only about five minutes late
             with that, Joe, but thanks for the
             update.  We've got it under control.

Hill and Rick exchange elated looks.

                                             CUT TO:

INT. HALLWAY (2ND FLOOR) - NIGHT

The elevator doors slide open.  John and Sara painfully
exit, but are stunned by what they see.  Ten TROOPS, large
in size, with rifles held tightly to their chests.  Ready
for action.

Anderson leads the two out of the transport, with Christie
and Carter following.

                          JOHN
             Where the hell did you get these guys?

                          ANDERSON
                    (smiles)
             Didn't Harry tell you we were
             prepared?  Full backing by the
             State Police and FBI.

                                                            78.


Anderson leads them to the end of the hall.  Through the
group of well-trained troops, who seem impressed with their
survival.

                          ANDERSON (CONT'D)
             Congratulations.  You two are about
             to see the end of Michael Myers.

A door opens near the center of the hallway.  It's the
security room entry.  Scott exits, pistol in hand.  He looks
around, not surprised.  Then walks to the elevator.  Gives
it a quick one-over.

                          SCOTT
             Goddamn.  Did I miss the party?

Anderson releases his pistol's empty clip and reloads.  Seems
satisfied.

                          ANDERSON
             Nope, just the arrival of our guest.
             Now --

Anderson's eyes go wide.  He's stunned and cannot speak.
Behind Scott, the Shape is lowering himself from the
elevator's roof!  The Troops all raise their weapons as
Scott turns right into the familiar form.

                          SCOTT
             Holy sh -- !

The Shape grabs him and yanks him completely into the box.
Scott jumps and kicks, struggling for freedom.  His foot
catches the control pad and the doors slide to a close.

                          CARTER
             No!  Fire!  Fire!!

An entire round of gunfire blazes from everyone's weapon.
Into the elevator doors, creating square-inch holes.  But
there's no indication of hitting anything behind.  The
elevator is gone.

                          ANDERSON
             Damnit!  Cease fire!

The deafening sounds cease.  Troops shoulder their weapons
and reload.  Carter and Christie exchange saddened,
disappointed looks.  Anderson does a double-take on the
room, checking injuries.  Everyone seems to be fine.

Anderson turns and finds John and Sara, angry but not
surprised.

                                                            79.


He walks over to them, grabs John by the shoulder, and leads
them to the end of the hall, away from the elevator.  He
releases John at the farthest corner, Sara moving next to him.

                          ANDERSON (CONT'D)
             You two stay here, no matter what
             happens.  Do not move, understand?

                          SARA
             Yes.

John nods.  Anderson gives them a slightly reassuring look,
then moves back into the mass of armed men.  Tentatively he
moves past them and to the elevator.  He moves to the key-
pad and looks for a moment.  Turns to find Carter giving him
a nod.  Anderson pushes the "Down" button.

Anderson quickly jumps back, joining the troops.  He nods,
and all raise their rifles, ready to strike.  There's
complete silence, save for twisted sound of working GEARS as
the elevator lowers.

Eyes quickly flutter about, the Troops checking their
surroundings one last time without moving their heads.  They
keep their weapons at the ready...

With a loud RING, completely clashing with the mood, the two
steel doors slide open.  What the Troops see is horrifying.
What was once Scott lies in two pieces.  His body is laid
out on the floor, one of his legs in a horrifyingly twisted
position.  His head, severed just above the neck, looks out
at the hall with dead eyes.

The Shape is gone.

                          CARTER
             That son of a bitch.

Anderson looks like he's choking back his lunch, trying to
keep his cool.

                          ANDERSON
             Keep your composure, guys.

There's a loud ECHO resonating from the ceiling.  The Shape
is upstairs, and every footstep he takes CREAKS.  All of the
cops immediately aim their weapons upward, Anderson included.

                          ANDERSON (CONT'D)
             No firing yet...

John and Sara are crouched in the corner, staring at the
ceiling.  More reverberating FOOTFALLS as the Shape moves
across the upper-floor.  The rifles follow his movements.

                                                            80.


Toward the end of the hall... then back to the center...
he's looking for something.  A way down?

Directly above the mass of armed Troops, the footsteps stop.
Tense beats as nothing happens.

                          ANDERSON (CONT'D)
             All right.  Open fire!

Aimed squarely where the last sounds were heard, the Troops
pull their triggers and let the bullets fly.  They blast
into the ceiling, ripping bits of wood and carpet into pieces.
Splinters fall to the ground.

Larger chunks of wood separate from the larger bulk.  They
fall, and the structure begins to WAIL as it continues to
weaken.  It looks as though the upper level is starting to
buckle.

The gunblasts stop as the Troops are forced to reload their
firearms.  There's another loud BUCKLE in the ceiling.  This
isn't a strong structure.  John and Sara stare on, unsure of
what's happening, as the weapons are raised again.

As the first shots of the next round are fired, chaos ensues
as the upper floor collapses, the weakened structure tearing
into pieces and tumbling down.  All in the hall take cover
from the falling projectiles.  Dust settles in the air,
thick enough to resemble a brown fog.

John is knocked to the carpet by a large chunk wood which
leaves a gash on his forehand.  He cries out, covers the
wound with his hand, and stands again.  Sara keeps him level.
They find the hallway barely visible; all they can can see
are silhouettes.

The Troops cough like mad.  Carter regains himself for a
moment and checks to make sure that he still has his gun.
Once satisfied, he stands to his full height.

                          CARTER
                    (coughs)
             Oh, shit... where is he?

Carter turns slightly... and the Shape is right beside him!
He regards him with a quick look of curiosity, then grabs
the man before he has time to react.  They disappear into
the fog.

John and Sara are taken aback by the sudden silence.  There
are soft GRUNTS, only barely audible...

                          SARA
             Something's not right.

                                                            81.


As if in response, there comes a voice:

                          CHRISTIE (O.S.)
             He's here!  He's here!  Kill the
             fucker!

Flashes of light give us brief glimpses of battling
silhouettes.  A tall man holding a weapon stabs into another.
The Troop WAILS and drops his weapon.  There are loud CRIES
of pain as the armed men meet their maker.

Quickly the screaming begins to die down, as does the
frequency of the flashing gunshots.  We can HEAR the distinct
sound of Christie's SCREAM.  One last audible GUNSHOT, and
then there's nothing.  No sound and no light.

                          JOHN
             Holy Christ, this can't be happening.

John desperately averts his gaze, and in the process catches
sight of the doorway to their right.  Hanging upon the door
is a small sign that reads "STAIRWAY."

He quickly returns his head to share Sara's view, looking at
the carnage.  A small stream of red fluid is beginning to
run past the limits of the dust-layer.  And then something
flies through the air, into clear sight and rests before
their feet.

It's the body of Anderson, eyes open yet not seeing.  His
shirt has been torn away and a long, deep stab wound runs
from his stomach to his neck.  John stares at it for a
moment, trying not to puke.  Then he looks back to the fog.

The Shape is coming!

The dust begins to settle.  He steps over Christie's
decapitated corpse and moves after his two primary targets,
his dark silhouette quickly becoming a flesh and blood image.
Sara watches the approaching madman with tears forming in
her eyes.

                          SARA
             No... no!

But John already has a plan.  He grabs her by the waste and
pushes her to the stairway door.  She immediately understands
and pushes the door open, nearly falling on her way through,
John right behind her.

The Shape continues after them, calm as always, bloody knife
held firm in his right hand.

                                                            82.


INT. STAIRCASE - NIGHT

John and Sara bolt upward, ignoring their injuries, sheer
determination present on their faces.

INT. HALLWAY (3RD FLOOR) - NIGHT

The door is ripped open.  A great deal of the floor is
missing, yet little patches of solid ground remain.  There
isn't a large enough portion left for someone to hold their
footing for more than a few seconds.

Sara points down the hall, completely opposite of them.

                          SARA
             If we can get to the elevator --

                          JOHN
             Too far.  This'll do.

John balances himself on a small portion of floor, just in
front of the window.  He braces himself, closes his eyes,
and with a loud SCREAM throws his fist and shatters the
glass.  He pushes forward, through the window, his hand
covered in blood.

                          JOHN
                    (grating teeth)
             Come on.

Sara can see that John's landed on a portion of rooftop just
outside.  She maneuvers herself onto the landing before the
window... just as the Shape appears in the hallway door.
Without a second thought she gets through the frame, barely
missing a swipe of the Shape's knife.

EXT. 3RD FLOOR LANDING - NIGHT

The portion of solid stone just outside the window is no
more than a foot and a half long.  John quickly slides
himself along the wall, Sara following.  The Shape pushes
his head outside of the window, observing the two.

                          SARA
             John, what about him?

                          JOHN
             We'll see if the bastard passed gym
             class.

Right beside John is the iron ladder of the upper half of a
fire escape.  He grabs on, then turns and stares his

murderous uncle dead in the eye.  Gives him the finger.  He
then takes hold of the ladder with his.other hand and climbs.

                                                            83.


Sara soon follows, the Shape forced to look on with half his
body still inside the hall.

EXT. ROOFTOP - NIGHT

John climbs over the ladder onto the Valley Inn's rooftop.
Sara manages the same feat and stands at his side.  They
take a moment to glance at their surroundings.

SARA'S P.O.V. -- THE ROOFTOP

There are two individual levels.  One, which seems to be
constructed primarily of stone, forms much of the actual
upper level.  Within sight, however, is the glass top which
covers the lounge; it's a story lower than the roof upon
which they stand.

Sara sighs.  They're trapped with no way down.

                          SARA
             What now?

                          JOHN
             We obviously can't go back the way
             we came.  I think the lounge is our
             best option.

She nods.  John starts forward, hurrying in a light jog
toward the other end of the rooftop   Sara follows
struggling to catch up, her hand still clutching her fresh
wound   It's hell running with that thing.

They come to the end of this level of the rooftop.  There's
a ten-foot drop to a steel support which runs around the
grass top.  Sara sighs and prepares to jump.  John sticks
his hand out, stopping her.

                          JOHN (CONT'D)
                    (smiles)
             What are you doing?

He points.  Five feet down is a dark ladder.  Sara sighs in
relief, then laughs at her own impatience.  She walks to the
ladder and lowers herself over the edge, her feet catching
one of the rungs.  When secure, she descends.

John follows as soon as Sara's reached the support.  He
begins to lower himself down, but stops, his head still
above the higher level.

JOHN'S P.O.V. -- THE ROOFTOP

From where they came, John can see the Shape rising upon the
ladder.  He climbs onto the rooftop and gets to his feet.

                                                            84.


The Shape takes a moment to look at his surroundings and
quickly brings his attention to John.  Begins to stalk toward
him.

Without losing another second, John slides down the ladder.

EXT. GLASS ROOFTOP - NIGHT

He finds his way onto the support next to Sara.  Looks her
dead in the eye.

                          JOHN
             He's here.  Managed to get on the
             roof somehow.

                          SARA
             Shit.  Now what do we do?

John shakes his head.  Dumbfounded.

                          JOHN
             I've got no idea, but I'm open to
             suggestion.

Sara turns, studying the glass rooftop and its steel supports.
There has to be some weapon.  Anything that they can use to
defend themselves.  And just as quickly as she began to
look, there comes a sudden sparkle in Sara's eyes.  She's
found something useful.

                          SARA
             Good.  Because I've got one.

John stares at her, interested.

                                             CUT TO:

INT. HALLWAY (1ST FLOOR) - NIGHT

Hill and Rick march down the hall.  The detective continually
tries to get something over his walkie-talkie, but all we
can HEAR is STATIC.

                          HILL
             This is Hill.  Anyone copy?
             Christie, you there?  Anderson?

Nothing.  Hill silently curses to himself, then drops the
communication device.

                          RICK
             What are you doing?

                                                            85.


                          HILL
             Something went wrong.  I know it.
                    (beat)
             I've got a bad feeling about this.

                                             CUT TO:

EXT. GLASS ROOFTOP - NIGHT

The Shape plants himself firmly on the support.  His
BREATHING is as steady as ever.  He slowly turns his head
from left to right.  Observing.  Hunting.  His white visage
holds steady as something catches his attention.

John stands firmly at the center of the rooftop, balancing
himself upon the smooth glass without causing as much of a
crack in the structure.  The Shape paces toward him.  He
steps onto the reflecting surface and pauses for a moment,
as though to make sure he won't fall through.

The custom rooftop holds.  Confident as ever, the Shape
starts his gait, making for his troublesome nephew.

                          JOHN
             Here I am, Michael.  Uncle.  So now
             what?  You've played this game for
             over forty years.  How do you plan
             to end it?

The Shape takes another step, then abruptly stops.  He looks
to the glass, where the smallest of cracks has begun to form.
He again looks at John, who hasn't noticed.  The Shape stays
paused.

                          JOHN (CONT'D)
                    (screaming)
             Don't you hear me!?  Now what, you
             sick fuck!

The Shape balls his free hand into a tight, terrifying fist.

INT. LOUNGE - NIGHT

Rick and Hill enter the lounge.  Another empty room.  Rick
kicks at the ground.  But Hill's attention is on something
else -- the rooftop, as John and the Shape stand less than
fifteen feet apart.

                          HILL
             Look!

Rick does.  His mouth stands agape.

                                                            86.


                          RICK
             What the hell is that kid doing?

Hill palms his holstered pistol.  Rick seems to get the
message.

                          HILL
             What we were supposed to do.  It's
             time to finish the job.

The both of them draw their weapons and aim at the glass
ceiling, ready to end their Myers problem once and for all.

EXT. GLASS ROOFTOP - NIGHT

John continues to stare at the Shape, who hasn't moved.  The
crack has split into two branching paths.  One more step and
he'll fall through.  The Shape's lack of reaction continues
to aggrivate John.

                          JOHN
             It's kind of a family tradition,
             isn't it?  You kill your sister.
             You kill my mother.  So you want to
             know how it ends?  I'm going to
             kill you.

CLOSE:  THE SHAPE'S FIST

Not only is it held tight, but a small amount of blood has
begun to trickle down his wrist.  It falls from his tightened
fingers and stains the glass.

John slowly nods.  It's only now that we find Sara creeping
up, slowly advancing on the Shape with a long dark cable in
her hand, tied tightly into a noose.  She's very close to
him...

                          JOHN (CONT'D)
             The game ends tonight.  Goodbye,
             Michael.

Sara raises the noose and manages to wrap it around the
Shape's neck!  He slowly begins to turn.  Without warning,
however, shards of glass begin to spring into the air.  Rick
and Hill have opened fire!  With nothing for support, the
structure upon which they stand gives way.

John manages to leap onto a support, but Sara isn't so lucky.
The Shape tumbles downward and she manages to grab on,
holding for dear life.

                          JOHN (CONT'D)
             Sara, no!

                                                            87.


INT. LOUNGE - NIGHT

Hill quickly stops firing.  Rick follows suit.

                          HILL
             Holy Mary, mother of God...

The Shape falls.  The black cable suddenly snaps taught,
immediately ending his descent.  Sara only barely manages to
keep her grip on the Shape's ankle.  He's out and she can't
go anywhere.

Rick tackles Hill out of the way as a hundred shards of
glass rain downward.  Some are large, others are small, but
all are deadly.  They just manage to avoid being impaled on
a particularly long and jagged shard.

EXT. GLASS ROOFTOP - NIGHT

John hurries across the steel supports, trying to get as
close to his dangling friend as he can.  He manages to get
within a distance in which he doesn't have to scream for her
to hear him.

                          JOHN
             Sara!

Sara dangles two stories above the lounge floor.  The Shape's
head is leaning against his chest, as though his neck were
broken.  The knife, which dangles upon his index finger,
falls.  Sara watches it drop, then sets her gaze on John.

                          SARA
                    (crying)
             Help me!

                          JOHN
             Sara, listen to me.  You have to
             crawl up.

                          SARA
             I can't.

                          JOHN
             Yes, you can!  Trust me.  There's
             no other way.
                    (beat)
             I'm right here.  Don't worry.

Sara foolishly looks down.  That's a long way to the floor.
She shuts her eyes tight, then opens them again, the tears
being quenched.  She grabs onto the coveralls above the
Shape's waist and climbs.

                                                            88.


Inch by inch, little by little, she manages to pull herself
higher onto the Shape's bulk.  She grabs onto his shoulder
and hauls her weight higher.  For a moment, she catches a
glimpse of the Shape's mask, with those dark sockets
revealing no emotion.

Sara looks away, to John, then manages to reach the cable.
She pulls.  She's horrified as the sheet begins to tear.
John tries to lean upon the support.  Maybe he can reach the
cable before...

The Shape grabs Sara!  She SCREAMS as his hand grabs her by
the shirt and pulls.  Sara loses her grip on the cable.  The
Shape pulls her back, and with his other hand, reaches for
her neck.  But the cable snaps!  They fall!

                          JOHN (CONT'D)
             Noooooooo!!

INT. LOUNGE - NIGHT

Rick and Hill are helpless as the two fall.  Gaining speed.
Sara's eyes go wide with fright as she spots a large shard
of glass directly below them, its jagged end poised to go
through the Shape and into her.

The Shape's body jerks and spasms as he's impaled on the
two-foot glass shard.  His back bends in a horrific arc for
half a moment, and then he lies flat, hands and legs sprawled
to the sides.

Hill bursts to them in a sprint.  He stares at Sara in shock.
The large blade is half an inch away from tearing through
her flesh.  She stares at the shard in shock, disbelieving
that it didn't spear through her as well.

She passes out.

Hill lets off one of the widest smiles in history.  He looks
up at John, still on the support, staring onto the lounge
floor.

                          HILL
             She's okay!

John smiles, breathing heavily, and then collapses onto the
support beam, lying comfortably.

                                             DISSOLVE TO:

EXT. CEMETERY - NIGHT

The front gate hangs open a foot as the wind makes its
presence known.

                                                            89.


The iron gives off a horrible WAIL as the gate swings open
and closed.  A blue van comes screaming down the roadway and
crashes through the gates, making its way into the graveyard.

It follows the concrete path and disappears into the darkness.

                                             CUT TO:

EXT. CEMETERY - LAURIE'S GRAVE - NIGHT

The van rolls to a stop.  The front doors pop open and Hill
and Rick exit.  They hurry behind the blue vehicle and rip
open the back doors.  John and Sara slide out.  Still inside
the cab is the sprawled out form of the Shape.

                          HILL
             You sure this is necessary, John?
             The county can handle this just as
             easily as you can.  And they'll
             cremate him.

                          JOHN
             This is something that I have to do.
             He'll never make it to the
             crematorium.

John reaches into the van and grabs two shovels.  Tosses one
to Rick.

                          JOHN (CONT'D)
             Let's do this.

John flashes a look at Sara and gives her a reassuring smile.

                          RICK
             Keep an eye on Myers, Joe.

                                             CUT TO:

INT. CEMETERY - LAURIE'S GRAVE - NIGHT - THIRTY MINUTES LATER

John and Rick bury their shovels into the exposed earth,
tossing away the mass of dirt and digging a grave.  They're
several feet in -- the depth reaches to John's chest.  Beads
of sweat roll down his face.  Rick looks absolutely exhausted.

                          RICK
             That's deep enough.

                          JOHN
             No.  He can never get out.

                                                            90.


                          HILL
             We have to be out of here by six,
             John.

                          JOHN
                    (tosses dirt)
             Not yet.

John strikes his shovel into the dirt and tosses away another
cluster.  Rick can't believe his eyes.  He's a machine.

Sara's wound has been wrapped in gauze.  She crosses her
arms and turns, the cold wind causing her hair to fly forward.
Fifty yards away and set upon a hill is a church; desolate
and umkempt.  Its bell tower rises into the night and covers
the full moon.

Slightly chilled, she turns her attention back to John.

                                             CUT TO:

INT. VAN - NIGHT - FIFTEEN MINUTES LATER

The Shape continues to lie still.  Seemingly unconscious.
The shard has been removed from his torso.  Slowly, and
slightly painfully, the Shape's right index finger begins to
twitch.

EXT. CEMETERY - LAURIE'S GRAVE - NIGHT

The perimeter of dirt now stands just slightly above John's
head.  He wipes the swear from his face.  Rick tosses his
shovel upward and onto the ground, and then asks for
apparently no reason:

                          RICK
             We're done, right?

                          JOHN
             This will do.

                          RICK
             Good.
                    (beat)
             Get us up.

Hill appears and reaches his hand down.  Rick takes in and
jumps just as the detective pulls.  He lands on a soft patch
of grass and seems to be relieved to be out of the damp hole.
John manages to make it out on his own, his strength enough
to get him over the top.

Sara helps John to his feet.  She wipes some of the dirt off
his chest.

                                                            91.


                          SARA
             You okay?

                          JOHN
             I will be when this is done.  Let's
             get Michael.

John, still hauling the shovel, Sara, Hill, and Rick all
group together and head to the van.  They make the turn
around and look inside.  There's an air of exasperation with
all of them as they see.  The Shape is gone.

                          RICK
             Fuck!

John sighs heavily.  He clutches the base of the digging
tool and turns.  The Shape stands right before him without a
weapon, but he's as menacing as he's ever been.

                          JOHN
             Holy shit!

John clutches the shovel with both hands and swings.  It
cracks against the Shape's skull.  The metal splits off and
flies away, leaving John with only a dull handle.  The Shape
advances as his nephew bolts.

EXT. CEMETERY - NIGHT

Sara, Hill, and Rick group around John.  They all hurry in a
speed-walk/half-jog backwards, away from the Shape who
continues forward, no more than twenty feet away.

                          RICK
             We get the point that bullets won't
             kill him.  So what the hell do we do?

                          SARA
             We run for now.  There's a church
             behind us.  We can get inside and
             think of something.

                          HILL
             Sounds good to me.  But we're a
             little too close to this s.o.b.
             Let's go!

All four break into a sprint, turning around and heading for
the desolate church.  They manage to get themselves over a
large hill and to the front steps of the establishment,
where it's revealed that the church seems worse up close
than it does at a distance.

                                                            92.


Large chunks of wood hang down without any support.  A thick
layer of gray dust coats the entire premises.  As they step
onto the porch a loud CREAK signals that the building could
fall apart at any moment.

                          HILL (CONT'D)
             Okay, you guys sure you want to go
             into this place?

                          JOHN
             It's our only choice.

Hill nods.  He turns and rips open the ten-foot tall door,
which HOWLS as if objecting.

                          HILL
             Get inside.  All of you.

Sara doesn't need to be told twice.  She hurries into the
darkness.  John soon follows.  Rick, however, doesn't move a
muscle.

                          HILL (CONT'D)
             What the hell are you doing?  Go!

                          RICK
             I've got this, Joe.  Get in there
             with those kids.  They'll need you.
             I'm going to buy you some time.

The Shape rises over the hill.  He crosses through a row of
graves and steps onto the path leading to the porch, which
stands no more than forty feet away.

                          HILL
             Are you nuts!?  He'll kill you!

                          RICK
             Yeah, probably.  I don't have kids
             or anything.  Best to go out as a
             hero, y'know?  Now go.

Hill looks ready to object again, but soon realizes that
he's not going to win this fight.  He nods at Rick then
hurries into the church, closing the massive door behind him.

Rick draws his pistol.  His eyes follow the movements of the
approaching Shape.

                          RICK (CONT'D)
             Okay, Richard.  You got yourself
             into this position.  Look good.

                                                            93.


The Shape rises onto the porch.  Each step his heavy work
boots take causes small portions of wood on the stairs to
splinter and toss into the air.  He steps onto the porch and
stands before Rick.

                          RICK (CONT'D)
             You know, Michael, I don't think we
             were properly introduced.  Name's
             Rick Knight.  Pleasure to meet you.

The Shape tilts his head to one side.  What is wrong with
this guy?  He returns to his normal position, his white
visage burning holes into Rick's soul.

                          RICK (CONT'D)
             Well, um, now that we've met...

Rick swings!  The sniper attempts a side-arm chop, pistol in
tow to increase the blow, but the Shape reaches his hand out
and stops the attack.  He squeezes hard on Rick's wrist,
causing the man to CRY OUT in pain.

The Shape grabs the man's attacking arm with his other hand.
He slowly bends Rick's appendage, turning toward its owner.
The Shape begins to push, and suddenly Rick realizes what
he's doing.  His pistol is aimed right at his face!

                          RICK (CONT'D)
             Oh, sh -- !

He doesn't have time to finish.  With a sickening SNAP, the
Shape breaks Rick's fingers and forces them down upon the
trigger.  There's a loud BLAST as the weapon fires, straight
into Rick's face.  As his head becomes mush, the Shape tosses
the officer's body away.

INT. CHURCH - NIGHT

The two heavy doors are pushed open, revealing the back-lit
figure of the Shape.  He steps in and pauses, taking a few
seconds to take in his surroundings.  The wind causes a
small bunch of orange leaves to scatter.  A few roll into
this dark cathedral.

The figure of Jesus Christ nailed to the cross greets all
that enter.  It's a large statue; a perfect and terrifying
rendition of the crucifix.  The Shape stares at the marble,
dusty thing, intrigued by its look.

After a few moments, the Shape turns and steps up to a large
altar.  Its wooden foundation is half-missing.  The Shape
reaches down, grabs a board at its base and pulls.  The
altar topples.

                                                            94.


The Shape returns to the massive doors and smashes the wooden
block down upon the handles, preventing both entry and exit.

He returns his gaze to the crucifix for one more moment,
then makes for the ominous looking stairs that lead to the
second level.

INT. CHURCH HALLWAY - NIGHT

A long hallway which extends only four feet across stands
before the Shape.  His BREATHING dominates the TRACK as he
moves down the hall.  Doors line both sides.  They're shorter
than you might expect.  This hallway was designed for children.

All doors are closed save one -- that which is to the Shape's
immediate left.  It stands open only a crack, but it's enough
to make a significant difference.  The Shape extends his
hand and pushes the door open.

INT. CLASSROOM - NIGHT

Wooden desks are scattered across the room.  A large spider
crawls across the oak floor.  Light is kept distant from the
room by silver-coated windows.  Darkness bathes many of the
corners.  There are a million places to hide.

The Shape takes a step into the room.  Then pauses.  He
shoots his arm back into the hallway.

INT. CHURCH HALLWAY - NIGHT

The Shape has grabbed John!  Hill and Sara look out from
another room.  They'd tried to run past as the Shape studied
the classroom.  The Shape turns out of the hallway and then
grabs John wish his other hand.  He launches the man down
the hallway.  Their hiding place seen, Hill and Sara have no
choice but to chase after him.

As the two reach him, John moves backwards and gets to his
feet.

                          HILL
             Well, that didn't work.

                          SARA
             What now?

                          JOHN
             Up.  We go up.

They've reached the back of the hallway.  Only one door
remains.  It sits to John's left and leads to the bell tower.
John kicks open the door and ducks through.  Sara and Hill
follow, the Shape hot on their trail.

                                                            95.


INT. BELL TOWER - NIGHT

The three climb, faster and faster.  John pauses and looks
down.  The door springs open and the Shape enters.  He looks
at them from down below, then begins to rise.  John resumes
his climb.

As they continue to the highest levels of the tower, a
massive steel bell comes into view to their left.  Its copper
shell gleams with only patches of dirty and dust.  A massive
rope hangs down for at least two stories, attached to the
bell toll.

John continues in the front, moving past the bell.  For half
a story more they continue, but then there's no more room to
run.  A wall stands in their way, blocking any chance they
have of escape.

                          JOHN
             Damnit!

                          SARA
             Shit.  There isn't any other way!?

                          JOHN
             Do you see an exit?

Hill, on the other hand, looks perfectly calm, awaiting the
Shape's arrival.  He's twenty feet below them, still
following the winding stair.

                          HILL
             Don't panic.  I have an idea.

                          JOHN
             What is it?

                          HILL
             Promise me one thing, John.

                          JOHN
             What?  Okay.  Absolutely.

                          HILL
             You promise me you'll kill this son
             of a bitch when you get the chance.
             I'm going to give you two an exit.
             You'll have to be quick.

                          SARA
             What?  What are you going to do,
             detective!?

                                                            96.


Hill's dark eyes continue to follow the Shape.  Only a story
down now and rising.  He's almost there...

                          HILL
             When I grab him, get past.  Whatever
             way possible.  Run past if there's
             room or use the rope.  It's your
             only chance.

And suddenly the Shape is right there.  A few few away and
climbing.  They're trapped and he knows it.  There's an air
of confidence in his stride.  He pauses and looks at John.
Then starts again.

                          HILL (CONT'D)
             Go now!

Hill lunges at the Shape, who seems slightly taken aback.
But only for a moment.  He grabs the detective and slowly
leads him to the railing.  Hill struggles a bit.  He manages
to look at John and Sara for one last moment... but this
isn't mournful.  He's signaling them to go.

                          SARA
             Come on, John!

Immediately Sara hurries down the stairs.  She squeezes
right behind the Shape and continues down, breaking into a
near-run.  John quickly follows her.  The Shape reaches his
hand out to try and grab John, but Hill grasps the Shape's
arm and pulls it back.

                          HILL
             This is between you and me, fucker!

The Shape yanks his arm out of Hill's grip and returns it to
the man's neck.  He manages to lift him over the railing.
The Shape reaches out and grabs the rope hanging from the
copper bell.  With a bit of a struggle he wraps it around
Hill's neck.

The two stare at each other for a moment.  Then Hill's eyes
go wide with the thought of imminent death.  The Shape tosses
him down.  Hill falls two stories before the rope goes
taught, immediately halting his fall.

His corpse comes to a stop directly in front of Sara and
John.  She fights back tears as John pushes her forward,
making her continue their escape.  Hill's body sways after
the fall, causing the church's bell to RING loudly.

                                                            97.


The Shape starts down the staircase, nothing standing in the
way of him and his targets.

                                             CUT TO:

INT. CHURCH - NIGHT - MOMENTS LATER

John and Sara bolt down the staircase and into the main hall.
They sprint to the double doors.  The wooden block is still
wedged in place.  John grabs onto it and tries to pull.  The
thing won't budge.

                          JOHN
             Help me!

Sara takes hold.

INT. CHURCH HALLWAY - NIGHT

The Shape reaches the end of the hallway.  He moves past the
familiar classroom door and reaches the staircase.  He begins
his descent to the main floor.

INT. CHURCH - NIGHT

John and Sara continue to tug.  The block moves slightly...
a little more... finally it budges.  John tosses it away and
Sara rips open the door.  They hurry outside just as the
Shape moves past the crucifix.

EXT. CEMETERY - NIGHT

Sara and John hustle down the steps.  John catches sight of
something.  He turns reaches into the bushes at the base of
the porch.  It's Rick's body.  He reaches down and takes the
pistol from his dead fingers.  Hurries back to Sara.

                          SARA
             What is that going to do!?

                          JOHN
             Won't hurt to have it!

The church doors are thrown open.  The Shape exits, still
hot in pursuit of John and Sara.

The two manage to make it over the bluff without much of a
hassle.  Their paced has slowed to a job; they're exhausted.
But still they drive forward.

                          SARA
             So... what's the plan?

                                                            98.


                          JOHN
             Same thing it was when we got here.

                          SARA
             How you going to manage?  We're
             down two cops.

                          JOHN
             I'll improvise.

The Shape appears over the hill, still walking.  No need to
hurry.  He's got all the time in the world.

EXT. CEMETERY - LAURIE'S GRAVE - NIGHT

John and Sara manage to make it to the van.  They lean
against it, taking a moment to rest.  Breathing heavily.
Out of nowhere, Sara begins to laugh.

                          JOHN
             What?

                          SARA
             I just realized... we're not going
             to die on Halloween.  It's 5:30.

John laughs, appreciating her sense of humor.  But there's
nothing funny about the Shape's pursuit.  He's getting
dangerously close, and it looks like he may be losing a bit
of his trademark patience.

John straightens himself and tucks the pistol behind his
belt.  Looks at Sara who also rises to her complete height.

                          JOHN
             Okay, here's what we're going to do.

                                             CUT TO:

EXT. CEMETERY - LAURIE'S GRAVE - NIGHT - MORNING

The Shape descends upon the site.  The van is as it was when
we left it.  The Shape stalks through the headstones, moving
past a particular one across from the newly created grave.
This headstone is slightly larger than the others with a
large cross at its peak.  The inscription reads:

                      DR. SAMUEL LOOMIS

                         1923 - 1996

The Shape's BREATHING grows louder.  He crosses past the
fresh grave and moves to the van.  Nothing to the side.  He
follows it around.  No one hidden in the back.

                                                            99.


He steps to the other side, and once again there's nothing
at all.  Where could they be?  From under the van there
comes an unnatural SOUND -- the SHIFTING of soil.  He's got
them.  Slowly the Shape leans down, just far enough to catch
a good look under the vehicle.

Sara is there, looking utterly terrified.  The Shape reaches
his hand in, ready to grab her and pull her out.  He never
gets the chance, however, as with a running charge John
tackles the Shape!  They both fall to the ground.

The Shape is up again almost as quickly as he fell.  He
grabs John, lifts him by his collar, and tosses him forward.
John rolls across a patch of fresh grass and continues to
move, nearly tumbling into the grave.

John tries to rise on his knees, but the Shape is already
upon him.  Without much effort he tosses the weakened man
into deep hole in the ground.  The Shape drops in.  John is
trapped in a low, enclosed space with Michael Myers.

Once again John manages to get to his feet.  He throws a
punch, hitting the Shape square across the jaw with all his
might.  The Shape staggers no more than inch.  John tries to
throw another, but the Shape catches his fist.

Keeping that fist in hand, the Shape uses his other hand to
grab John by the neck.  He tightens his grip, then releases
his nephew's fist and uses his free hand to take the other
side of John's throat.  He lifts him off the ground and
pushes him against the wall of soil, his feet dangling.

The Shape raises John higher.  His head now stands a good
deal above the peak of the grave.  Sara looks on with
absolutely no way for her to help John.

With an evil stare that is almost a taunt, the Shape prepares
for the death blow.  John stares at his uncle, and then a
twisted sort of smile appears on his face.  There's a loud
CLICK, the form of which sounds so familiar yet can't be
placed.

And then, from below, John raises Rick's pistol into FRAME,
aiming it squarely at the Shape's face.  With both hands
around his nephew's neck, there's no way for the Shape to
defend the shot.  His eyes meet John's, and even in this
situation, there is no fear.

                          JOHN
                    (struggling)
             Happy... Halloween...

John fires.  The shot flashes from the pistol and blasts
straight into the Shape's forehead.

                                                           100.


His skull jerks back and his hands go limp.  His eyes
continue to stare at John as he drops to the soil floor.  Dead?

                          SARA (O.S.)
             John!

Sara hurries over, half dragging herself across the ground.
She reaches the grave site and seems quite shocked with what
she sees: the Shape laid out on the ground, blood trickling
from his forehead, and John with a wry smile on his face.

Taking Sara's hands, John pulls himself slowly out of the
grave.  He's in dire need of a good nap.  Sara hugs him
tightly.  Weak as he may be, he tries his best to return it.

                          JOHN
             Well, it's a little late and all,
             but... want to go trick-or-treating?

Sara smiles.  They both laugh.  Maybe they'll finally get
their happy ending.

                                             DISSOLVE TO:

EXT. CEMETERY - GRAVE SITE - DAWN - ONE YEAR LATER

Dr. Loomis' headstone stands tall.  Strong and imposing like
the man himself was.  The CAMERA slowly PANS to the side,
revealing the whole of the graveyard.  But moving past that.
Soon it focuses on the angel made familiar to us.  Laurie's
grave.

CAMERA PANS DOWN, and now it's the Shape's resting place.
No longer an open hole, however, it truly is a grave; the
hole itself is filled to capacity with soil, and instead of
a familiar tombstone, a wicked, grinning jack-'o-lantern
rests atop the burial place.

If this truly is the end, then Michael Myers is surrounded
by the three constants in his life: Dr. Sam Loomis, Laurie
Strode, and the legend of Halloween.

                                             FADE TO BLACK.

                           THE END