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TheBurningOnline.htm

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                       Halloween
                       ---------
                       The Burning

                           by

                         J.E.K.



A BLACK SCREEN

The SOUND of a fire starting.

A BRIGHT ORANGE GLOW appears all around us.  We are in the
center of a large FLAME.  Each side of the flame gently
dances back and forth.

We PULL BACK to see that we were in the center of a JACK-O-
LANTERN

The center is burning with a flame.  The front of the jack-
o-lantern is carved into an evil, haunting expression; the
eyes are frowning upon us, the mouth is not smiling, but a
look of unforgiving anger stares back at us instead.  And,
through the eyes, we SEE the flame...

It catches the edge of the carved face.  The entire front
begins to burn, causing the face to MANGLE into something
entirely inhuman and unrecognizable.  The front caves in on
itself as the flame burns.

PULL BACK again to reveal that the deformed jack-o-lantern
is resting on the FRONT PORCH of a two-story, midwestern house.

EXT. STREET - NIGHT

Leaves scatter across a dark street as a light, October wind
gently blows.  In the distance, we SEE the same JACK-O-
LANTERN smiling back at us from a nearby porch.

A group of TRICK OR TREATERS gallops by in the twilight of
the orange sky.

A crowd of CHILDREN walk down a narrow sidewalk.  They're
wearing HALLOWEEN COSTUMES and holding bags of candy.  They
run to the house we OPENED ON.  A WOMAN answers.  The kids
yell, "Trick of Treat!".

EXT. HOUSE - NIGHT

An average, two-story midwestern house.  It's very similar
to the house we opened on.  But, something is different
about this house...

No witches blowing in the wind, no goblins staring at us,
not even a pumpkin on the porch.  From the street, we SEE
the curtains pull back.  A SMALL FIGURE gazes out.

We can tell it's a young boy.  He gazes out at the street.
The curtains fall.  He disappears.

                                                            2.


INT. HOUSE - HALLWAY - NIGHT

The boy's FATHER, a man in his early 40's, quietly walks
down a dark hallway.  He stops at a door, waits.

INT. BEDROOM - NIGHT

Sitting on a bed, ADAM, twelve years old.  He's playing a
hand-held video game.  By the way he'd holding it, he's
obviously unhappy about something.  A KNOCK at Adam's door.
He doesn't turn.  The door opens revealing his father.

                         FATHER
             Still mad at me?

Adam doesn't pause from his game.  His father walks over to
the window, peeks out.

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

A group of TRICK OR TREATERS run by on the sidewalk.  They
yell and scream as they run off into the darkness of the
night.  In the window, we see

ADAM

Watching us.  He doesn't know we can see him.

Adam's father turns around.  Adam's head is buried in the
game again.

                         FATHER
             I guess I would have been mad at
             my dad, too...if he didn't let me
             go out on Halloween night.
                  (long beat)
             How would you like me to tell you
             a story instead?

Adam finally looks up.  He rolls his eyes at the mere
suggestion that a "halloween story" could be even remotely
acceptable in lieu of going out.

                         FATHER
             This is a good one.  I promise.

Adam starts playing his game again, ignoring his father.

                         FATHER
             It's the story of why I won't let
             you go out on halloween.

                         ADAM
             I thought you didn't wanna tell me.

                                                            3.


                         FATHER
             I've been waiting.  And, besides,
             what better night to tell a scary
             story than on halloween night?

                         ADAM
             Scary story?

Adam's father walks over to Adam's night stand.  He reaches
over to the light switch, flips it off.  The room flashes to
darkness.  Then... a MATCH STRIKES.  It comes towards a
candle which rests on a night stand.

The candle's flame reflects off the father's face, which is
only a foot away from his son's.  Adam jumps back a little.
His father takes the candle from the night stand.  He walks
towards the window, looks out.

We see the father's REFLECTION in the window, as well as the
tiny flame from the candle he's holding.

                         FATHER
             It all began with a boy, not much
             younger than you...

The flame on his candle begins to...

                                            DISSOLVE TO:

THE SUN

...beaming down from a clear, blue sky.  We move down from
the sky to...

INT. ELEMENTARY SCHOOL - DAY - FLASHBACK (1963)

A courtyard in the middle of an old school.  Huge trees
surround the area as well as wooden benches.

A group of YOUNG BOYS, is standing, gazing at something O.S.
One of the boys, ROB steps forward a little, a disgusted
grimace painted across his face.

                         ROB
             What's he doing?  He just sits
             there all day long.

We finally SEE what they're staring at -- another YOUNG BOY.
He's sitting on a wooden bench, staring straight ahead...into
a stone wall.

He's completely shaded by a huge tree, the leaves shielding
him from the sun.  He sits, motionless.

                                                            4.


One of the other boys is eating an apple.  Rob snatches it
from his hand.  He WHISKS it towards the kid on the bench.
It hits him with a THUD, bounces to the ground.  The boy
remains like he was.

                         ROB
             What's the matter with him?

All his friends shrug.  Rob steps forward a little, puts his
hands to his mouth.

                         ROB
             Hey, Michael, aren't you gonna
             throw it back at me?

We PUSH IN closer to the young boy.  Through the shade, we
RECOGNIZE the light brown hair of MICHAEL MYERS, age six.
Michael still remains motionless.

                         ROB
             What are you, some kinda wussy?

Another BOY touches Rob's shoulder.  He's holding a baseball
bat.

                         BOY
             C'mon, leave him alone.

The boy disappears O.S.  The rest of the group follows.
Rob's gaze remains on Michael.  He continues to stare at him
oddly.  Then, he runs after his friends, O.S.

We PUSH IN even closer to Michael... sitting... waiting...
watching.  A gust of wind BLOWS.  His hair blows around
wildly, leaves scatter in a million different directions.
Michael has never moved.

EXT. ELEMENTARY SCHOOL - DAY - LATER

SCHOOL BUSES are parked in front of the school.  PARENTS
accompany CHILDREN from the front entrance to cars.

Rob emerges from the school, not a single book in his hand.
He spots another boy, JOEY, a little thinner... and smaller.
He's carrying a bookbag that looks much too heavy for him.

Rob walks behind him, pushes a little.  Joey almost falls to
the ground.  Rob laughs hysterically.  Joey turns around, hurt.

                         JOEY
             You jerk.

Rob continues laughing.  Then, his gaze turns to something
beyond our perspective.  Joey notices.

                                                            5.


                         JOEY
             What?

We TURN our view to MICHAEL.  He's  walking through a small
park, his head staring forward.  He walks methodically, the
way no normal child should walk.

EXT. PARK - DAY

We FOLLOW Michael walking.  He angrily kicks a small ROCK.
It propels forward, bounces off a nearby park bench.  Then,
he walks into

ROB

Standing in front of him.  Joey is in back of Rob, keeping
his distance from Michael.  Rob pushes Michael to the ground.
Michael tries to get up.  Rob KICKS him.

                         ROB
             Stay down there.  That's where
             you
             belong.

Michael's hand grabs onto the rock he kicked.  Rob stands
over Michael.

                         ROB
             What's the matter, Mich--

The ROCK comes flying upward, smashes into Rob's face.
Blood spurts everywhere from his broken nose.  Rob SCREAMS
in pain, holding his nose.

Michael rises to his feet, looks at Joey.  Joey stares at
Michael, then at Rob, who has dropped to the ground in pain.
Joey drops his book bag, runs away.

Michael drops the blood-soaked rock next to Rob's convulsing
body.  He walks away like nothing happened.

In the b.g., Joey can be SEEN getting the attention of a MAN
PASSING BY.  As Michael walks away, we SEE Joey and the
adult running towards the park bench where Rob lay.

Joey points towards Michael... the man looks, sees Michael.

                         MAN
             Hey!

Michael keeps walking, ignoring.  The man rests Rob on the
ground, runs after Michael, grabs him by the shoulder.  He
bends down next to Michael...

                                                            6.


                         MAN
             What did you do?!
                  (no answer)
             What the hell is wrong with you,
             boy?

He shakes Michael.

                         MAN
             Do you hear me??

A few more PEOPLE gather around the area, watch in disbelief
as six-year old MICHAEL MYERS shows no remorse for what he
has done.  The guy stares at Michael in shock... speechless
as we...

                                            DISSOLVE TO:

INT. MYERS RESIDENCE - NIGHT - LATER

A darkened bedroom.  There is nothing in this room except a
bed, a dresser... and a chair in the corner.  Sitting in the
chair, Michael, his head gazing forward again at the wall.

We hear SCREAMING O.S., from somewhere else in the house.
It sounds like it's coming from...

INT. MYERS HOUSE - BEDROOM - NIGHT

A woman, EDITH MYERS, is sitting on a bed.  In front of her.
RICHARD MYERS, pacing around, his frustration obvious.

                         EDITH
             My son is not going to be locked
             away in some asylum, like...an
             animal.

                         RICHARD
             Did you see what he did to that
             boy?
             He broke his Goddamn nose, Edith.

                         EDITH
             He deserved it.

                         RICHARD
             Do you hear yourself?!  Do you
             know
             how crazy that sounds.

                                                            7.


                         EDITH
             Nothing is as crazy as sending
             our
             son to one of those... those...
             places.  What would the neighbors
             think?

                         RICHARD
             Edith, there is something wrong
             with that boy.

He bends down next to his wife.

                         RICHARD(CONT'D)
             I love Michael, he's our son,
             but...something's not right with
             him.

The DOORBELL begins ringing.  Over and over again.

                         EDITH
             I can't listen to this.

She angrily breaks free of her husband's embrace, sprints
O.S.  Richard pulls himself up, rests himself on the bed,
clearly without words.

INT. MYERS RESIDENCE - FRONT DOOR - SAME MOMENT

Edith hurries down the stairs.  A FIGURE can be seen through
the glass.  It KNOCKS loudly, banging on the door.  Edith
pulls the door open.

Standing in the doorway, DAN, a tall, yet pudgy man.  He
doesn't wait for an invitation to come inside.  Instead, he
bursts into the living room.

                         EDITH
             Can I help you?

                         DAN
                  (irate)
             Your kid broke my kid's nose.

                         EDITH
             I'm very sorry about th --

                         DAN
             What are you gonna do about it, huh?

                         EDITH
             His father and I are prepared to
             pay for any medical exp --

                                                            8.


                         DAN
             Medical expenses?  Medical
             expenses?!  The kid's fuckin'
             nose
             is broken!

                         EDITH
             I don't care for your language --

                         DAN
             And, I don't care for what your
             Goddamn kid did to my kid today!

                         RICHARD(O.S.)
             Is there something I can help you
             with?

Dan spins around to see RICHARD on the staircase.  Richard
is not a particularly tall man, but his position on the
staircase heightens his presence.

                         DAN
             Yeah, you see what your kid did
             to
             my kid's nose?

                         RICHARD
             Yes.  My wife and I are very sorry.

                         DAN
             That's all you can say?  Kid
             can't
             even eat, his face is so fuckin'
             sore.  Doctor says it's gonna
             take
             two months to heal.

                         RICHARD
             Like my wife said, we're prepared
             to pay for any medical expenses.

                         DAN
             You're gonna be payin' for a lot
             more than that.

                         RICHARD
             I'd like you to leave my house now.

Dan stares at Richard like he's shocked that he had the
audacity to evict him from his own house.

                         DAN
             I'm going.

                                                            9.


He starts for the door.  Edith closes the door behind him.
Then, Dan pushes it open one last time --

                         DAN
             You better watch that bastard kid
             of yours, fuckin' little psychopath.

Richard looks away, deeply hurt.  Edith pushes the door
closed on Dan.

                         EDITH
                  (pushing Dan out)
             Get out of our house.

She bolts the door.  Richard sits on the steps, midway.
Edith rests against the door.  Her eyes catch Richard's.
They watch each other.

INT. MICHAEL'S BEDROOM - NIGHT

Edith stands in the doorway, watches Michael in his chair.
She watches him sympathetically.  Then...

                         EDITH
             Michael...?

He doesn't turn.  Edith walks halfway into the room, keeps
her distance.

                         EDITH
             Michael?

Long beat.  She walks to the side of Michael's chair, bends
down.  Michael's face is in SHADOW as we see Edith's dark
circled-eyes looking at him.

                         EDITH
             What you did today was wrong.  Do
             you understand why?

No answer again.  He continues staring into the dark walls.
A few minutes of silence.  Then...

                         EDITH
             Damn it, why won't you answer me!

Edith takes Michael's wrist, caresses it.

                         EDITH
                  (quietly)
             I haven't heard your voice in...
             God knows how long.
                         (MORE)

                                                           10.


                         EDITH (CONT'D)
                  (waiting...then...)
             Please, Michael, tell me what's
             wrong.  Why are you acting this way?

She gazes at Michael like he'll answer any moment.  He
doesn't.  He just sits there...quietly... lethargically.  He
doesn't even blink.  Edith rests her head on the side of the
chair, crying.

                         EDITH
             Please, Michael.

In the b.g., Richard appears in the doorway, watches his
wife and son.  Edith's muffled SOBBING can be HEARD.
Michael remains stationary.

                                            DISSOLVE TO:

EXT. ELEMENTARY SCHOOL - DAY

SCHOOL BUSES are waiting.  CHILDREN exit the school.  The
front entrance opens, Michael emerges, the same emotionless
expression on his face.  He's carrying no books.

Michael begins walking down the street, kicking at some
scattered leaves, his head staring at the ground rather than
straight ahead.  He seems to be walking nowhere.  Then...

A CAR

Pulls up to the side.  A 1960's Camaro-type car.

                         FEMALE VOICE(O.S.)
             Hey, Michael!

He keeps walking.  We SEE who the VOICE is coming from --a
young, attractive girl... flowing, light brown hair --
JUDITH MYERS.  In the drivers seat, a FIGURE we don't see in
depth.  Judith sticks her head out the window.

                         JUDITH
             Michael!
                  (no response)
             Hey, Michael!

Michael doesn't look.  He kicks at the leaves more angrily.

                         JUDITH
                  (to the driver)
             Stop for a minute.

The car parks in the middle of the street.  Judith gets out.
She hurries to Michael, bends down.

                                                           11.


                         JUDITH
             What's the matter, you don't
             recognize your big sister?
                  (worried)
             Michael?

He continues to stare at the ground, never looking at his
sister.

                         JUDITH
             Well, I have to pick you up from
             now on.
                  (quieter)
             You really nailed that boy.

She lets out a small smile.  Michael doesn't return the
smile.  Judith notices.

                         JUDITH
             Anyway, let's get you home.

Judith gently takes Michael's hand.  He shrugs it away,
starts walking in the other direction.  Judith scowls.  She
takes his hand more fiercely this time.

                         JUDITH
             What's the matter with you?

She pulls the car door open.

                         JUDITH
             Alright, get in.

Michael clearly resists.  Judith pushes him into the
backseat.  As we SEE the car speeding off...

                         MALE DRIVER(V.O.)
             What's wrong with your brother?

                         JUDITH(V.O.)
             Who knows...

We catch a glimpse of MICHAEL staring into a side mirror.
For the first time, he shows emotion... rage... as his eyes
angrily squint into the mirror at us.

INT. MYERS RESIDENCE - NIGHT

Edith Myers is applying lipstick in a large mirror.  Richard
can be seen in the mirror in back of Edith fixing his shirt
and tie.  He's also pacing back and forth nervously.

                         EDITH
             Would you stop that?

                                                           12.


                         RICHARD
             What?

                         EDITH
             Walking back and forth like that.
             You're driving me crazy.

                         RICHARD
             I don't think we should leave
             them alone tonight, Edith.

She turns and faces him.

                         EDITH
             They'll be fine.

                         RICHARD
             I just don't think --

                         EDITH
             They're going to be fine, Richard.
             Mrs. Blankenship is right across
             the street.

INT. BEDROOM - NIGHT

A CRIB lay in the center of a darkened bedroom.  A few
stuffed animals dangle from the ceiling, rotating around the
crib.  A MUSIC BOX, sitting on a small dresser, serenades
the room.

Michael appears at the doorway.  He stares into the
room...at the crib.  He slowly walks into the room, towards
the crib.  He peeks over the crib's edge...

LAURIE MYERS, a beautiful, little two-year old girl, gazes
back at him.  She smiles at Michael.  He just watches her.
Their eyes are locked.  Judith suddenly storms in, grabs
Michael by the arm.

                         JUDITH
             Did you wake Laurie up, again?

She drags him out of the room.  He keeps staring back at the
crib.  Judith has to turn him back around each time as they
exit the room.

INT. MICHAEL'S BEDROOM - NIGHT

Judith lets go of Michael's arm.  He turns around, away from
his sister, clearly angered.

                                                           13.


                         JUDITH
             Stay in here 'til Mom and Dad
             leave and maybe we'll go trick or
             treating later.

Judith disappears into the hallway, closing the door behind
her.  Michael stares straight ahead, half his face in darkness.

INT. LIVING ROOM - NIGHT

Edith is standing at the front door, putting a scarf on.
Richard is holding his jacket, almost like he doesn't want
to leave.

                         EDITH
             You have the number of where
             we'll be and you have Mrs.
             Blankenship's number - if
             anything happens --

                         JUDITH
             Mom -- have a good time.

She pushes her mother toward the door.  Edith smiles.
Judith smiles back.

                         JUDITH
             Have fun.

Richard follows, but waits until Edith is out the front door.
He leans towards Judith...

                         RICHARD
                  (quietly)
             Make sure Michael stays in his
             room until we get home.

                         JUDITH
                  (a little creeped out)
             Okay...

Richard gives Judith one final smile.  Judith closes the
door.  She leans against it, breaths a deep sigh of relief.

EXT. MYERS RESIDENCE - NIGHT

Edith and Richard's car turns around in the middle of the
street.  We SEE Richard gazing back at his house...

RICHARD'S P.O.V. - HIS HOUSE

From an upstairs window, a SMALL FIGURE stares out at us...
watching.  Then, the curtains fall.

                                                           14.


Richard freezes for a moment.  Then, he speeds off.

INT. MRS. BLANKENSHIP'S HOUSE - LATER

A living room.  The TELEVISION SET is on.  It's a fuzzy
picture, but we can see it's Nosferatu, the silent epic.

Mrs. Blankenship is sitting on a sofa, dozing off every
minute or so. Michael is sitting on a chair, staring at the
TV... but not paying attention.  His eyes are more
emotionless than ever. He notices Mrs. Blankenship as she
finally gives in and falls asleep.

Michael gets up.

EXT. MRS. BLANKENSHIP'S HOUSE - NIGHT - SAME MOMENT

Michael emerges from the house, leaving the front door open.
He walks down the front steps of the porch.  He crosses the
STREET And stands in front of HIS HOUSE The wind BLOWS.
Leaves dance around him.  His emotionless eyes watch the house.

INT. CAR - NIGHT - LATER

Richard driving.  Edith in the passenger seat.  Her head is
tilted to the side.  She's almost falling asleep.  They're
both clearly too exhausted to speak.

The car pulls onto a small street.  Victorian homes line
this road.  Richard begins to squint at something in the
distance... a TINY FIGURE... pacing around the road.

He pulls up to his own house.  Edith begins to wake up.
Michael is standing in front of her house, a BLOODY BUTCHER
KNIFE dangling from his hand.

Richard jumps out, runs towards Michael.

                         RICHARD
             Michael?

Edith runs towards Michael.  She falls to her knees at his
side.  Michael stares straight ahead... emotionless... blank.

                                            FADE TO:

A BLACK SCREEN.

EXT. MAIN STREET - DAY

We open on a busy main road in the center of Haddonfield.
Tiny stores line the street.  PEOPLE walk by each other on
the sidewalk and smile at each other.

                                                           15.


By the looks of things, we are no longer in 1963.  In fact,
it appears as if we are in present day, 2005.  The murder of
Judith Myers has long since passed.

A young boy, BEN, is walking down the street.  Across his
chest, two straps, holding a heavy backpack.  He's about
twelve years old, although he appears more articulate than
most kids his age.  He walks slowly, curiously stares into
each window.

Ben passes by a NEWSPAPER RACK, the headline on one of the
papers reading:  "Harvest Fair!".  Ben takes little notice
of the headline.  Instead, he steps into...

INT. DRUGSTORE - DAY

The door swings open.  A little BELL rings.  Ben walks in.
BARNEY, the owner, a short, old man, is sitting behind a
counter.

                         BARNEY
             How're you doing today, Benny?

                         BEN
             Pretty good, Mister --

                         BARNEY
             How many times do I have to tell
             you -- Barney.

                         BEN
             Sorry, Mister... I mean, Barney.

                         BARNEY
             That's okay.  You're just too
             polite for your own good.  I wish
             there were more'a you around
             these days.

                         BEN
             Thanks... Barney.

Ben walks down a narrow aisle to the back of the store.  He
comes to a

COOLER

He opens it, grabs a soda.  He closes the cooler.  In the

REFLECTION

A WHITE MASK is staring back at Ben.  He spins around in
terror.  It's just a Halloween mask, tucked neatly in the
back of a bunch of other masks.

                                                           16.


But, it's a familiar mask, white in color and expressionless
in its face.

Ben reaches up, gently takes the mask.  He looks at it
strangely.  The black eye holes... the blank expression.

Ben places his soda down on the counter.

                         BARNEY
             That all today, Benny?

                         BEN
             Yeah.

                         BARNEY
             Okay, Benny, that'll be --

                         BEN
             Oh, and this.

Ben slowly pulls the mask up from the side of the counter,
almost frightened.  Barney's face becomes irritated.

                         BARNEY
             Damn Halloween masks.  How the
             hell'd that get in there?

                         BEN
             I don't kn--

                         BARNEY
             Damn teenagers nowadays.  Tell
             'em I don't want any of those
             things anywhere near this place,
             they order 'em anyway, put 'em
             out without me knowin'.

He leans towards Ben.

                         BARNEY
             Don't ever become one of them,
             Benny.

                         BEN
             I won't.
                  (beat)
             How... much... is it?

                         BARNEY
             Oh, I can't let you buy that, uh
             uh.  Not with what happened in
             this town.

                                                           17.


                         BEN
             What happened?

                         BARNEY
             Guess you're a little too young
             to remember.  Tell ya what -- in
             a few years, you come back in
             here, I'll tell ya all about it.

                         BEN
             Mr. Andrews... Barney... I really
             want this mask.

                         BARNEY
             Benny, I can't....

                         BEN
             Please?  I'm gonna take the hair
             off, paint it up.  It won't even
             look like the same mask.

                         BARNEY
             There's five hundred other masks
             over there, can't you buy one of
             them?

Ben looks into the mask.

                         BEN
             There's something about this one.

Barney pauses.  He's about to give in.

                         BARNEY
             You gonna paint it up?  Make it
             look like sumpin' else?

                         BEN
             Promise.

Beat.

                         BARNEY
             Okay, but do me one favor...

                         BEN
             Anything.

Barney leans closer again.

                                                           18.


                         BARNEY
             Anyone asks where you got that,
             you tell 'em down at that new
             place, the one on the other side
             of town.

                         BEN
             No problem.

Barney winks.

                         BARNEY
             That's nine ninety-nine.

Ben smiles.

INT. BEN'S BEDROOM - NIGHT

Darkness covers the room.  The only light comes from the
moon shining in from the window.  A small clock reads:  2:36
a.m.

In a small bed, Ben... fast asleep.  He tosses and turns a
few times.  Then, suddenly wakes up.  He sits up halfway,
rubs his eyes... he's looking at something...

THE MASK

Is gleaming at him through the darkness, almost as if
someone is actually wearing it and staring at Ben.

Ben quickly reaches for the lights.  They flash on.  The
mask is simply hanging from his bedroom door, where he left
it.  Ben breathes a sigh of relief.  He turns off the light,
lays back down.

Ben closes his eyes.  Then, he opens them a few seconds
later.  The mask is still staring back at him.  He turns
over.  His eyes remain open.

BEN'S P.O.V. - CLOCK

The second hand moves from number to number.  The TICKING
becomes progressively louder.

Ben's eyes slowly close.  He's drifting...

We leave Ben, MOVE TOWARDS the mask.  Towards its pale,
blank face.  Towards the darkest of eyes.  They stare back
at us.

                                                           19.


INT. BEN'S HOUSE - MORNING

A large staircase lay across from the front door, which is
wide open.  To the side of the staircase, BOXES.  Someone
just moved in...

Ben walks down the staircase.  A woman, CATHERINE, Ben's
mother, meets him at the bottom.

                         CATHERINE
             Aren't you gonna miss your bus?

                         BEN
             I felt like walking today.  It's
             only a couple of miles.

                         CATHERINE
             Are you sure?  I'll give you a
             ride..

                         BEN
             No, I'm okay.

He smiles.  She rubs his cheek, like a typical mother.

                         CATHERINE
             Well, okay.  I'll see you when I
             get home.

                         BEN
             Okay.

Catherine smiles one last time, leaves through the front
door.  She looks back --

                         CATHERINE
             Don't forget to --

                         BEN
             Lock the doors.  I got it.

She disappears.  Ben grabs his backpack, straps it around
his body.  Just as he's walking through the front door...

A FIGURE

Appears in the doorway, blocking Ben.  He stumbles backwards.
The figure is ANDREW, another boy about Ben's age.

                         BEN
             You scared the shit outta me.

                         ANDREW
             Sorry.

                                                           20.


                         BEN
             Who are you?

                         ANDREW
             Andrew.  I live across the street.
             You must be the new people.

                         BEN
             We've been here for two months.

                         ANDREW
                  (motioning to the boxes)
             Takes you people a while to
             unpack...

                         BEN
             We have a lot of stuff.

Ben starts pushing Andrew out the front door, clearly trying
to get rid of him.  Then, he stops.

                         BEN
             Shit.

                         ANDREW
             You gotta go?  I'll wait.

                         BEN
             I forgot my math book.

                         ANDREW
             I always forget my math book.

Ben rolls his eyes, heads for the stairs.

INT. BEN'S BEDROOM - DAY

The door swings open.  Ben hurries to his desk, grabs a
large book.  Andrew has followed him upstairs.  He's looking
around nosily.

                         ANDREW
             Nice place.  They cleaned the
             blood real good.

                         BEN
             What blood?

Andrew looks at Ben like he's crazy.

                         ANDREW
             You mean you didn't know?

Ben steps backwards, his face chilled.

                                                           21.


                         BEN
             ... know what?

                         ANDREW
             The people before you, they were
             killed in this house.  Stabbed to
             death.

                         BEN
             Wow...

Andrew turns away from Ben, a smirk on his face.

                         BEN(CONT'D)
             ... because, my uncle lived here
             before this.  He lives in Miami
             now.  With my aunt and my three
             cousins.  Jack.  Billy.
                  (beat)
             And, Bettie.

Andrew turns around with an, "uhhh" look on his face.

                         BEN
             Nice try, though.

                         ANDREW
             Thanks.

In back of Andrew, the bedroom door starts to squeak close.
Andrew turns to see

THE MASK.

He REALLY steps back now, a genuine look of fright on his face.

                         ANDREW
             Holy shit.

                         BEN
             What?

                         ANDREW
             Where'd you get that?

                         BEN
             Uh.... this place on the other
             side of town.

                         ANDREW
             Which one?

                         BEN
             I don't remember the name.

                                                           22.


                         ANDREW
             You got it from Barney's, didn't
             you.  Creepy old bastard.
                  (beat)
             You know about this, right?

                         BEN
             That's getting old.

                         ANDREW
             No, I'm not kidding around this
             time.

Ben starts walking out of the room.

                         BEN
             Sure, you're not.

INT. BEN'S HOUSE - FRONT ENTRANCE

Ben walking down the stairs, Andrew following closely behind.

                         ANDREW
             No, honestly!

Ben starts walking through the door.  Andrew runs in front
of him so he can't walk through.

                         ANDREW
             You've never heard of Michael
             Myers?  Guy wore a mask just like
             the one up in your room.

                         BEN
             Will you stop it?

Ben grabs Andrew's arm, pushes it out of the way.  Andrew
follows.

EXT. BEN'S HOUSE - DAY

Ben closes the door.  He tests the door to make sure it's
locked.  He starts walking down a brick walkway.  Andrew
walks with him at his side, almost frantically.

                         ANDREW
             I'm serious.  The guy killed like
             a million people.

Ben stops, looks at Andrew like he's comical.

                         BEN
             Really.  A million people?

                                                           23.


                         ANDREW
             Well, not a million, but... you
             know what I mean.

They start walking again.

                         BEN
             So, when exactly did this happen?

                         ANDREW
             It happened a few times.  Back in
             like the seventies or something,
             then a few years after that.
             Then, a few years ago...

                         BEN
             You're an idiot.

Andrew's face suddenly drops.  He's looking at something O.S.
Ben becomes worried.

                         BEN
             What?

                         ANDREW
             There it is.

                         BEN
             There what is?

We SEE what Ben is looking at -- an old, run down house,
Victorian in style.  The number "6" dangles from the front
door.  Boards cover the windows.

                         ANDREW
             His house.

                         BEN
             Who?

                         ANDREW
             Michael Myers.

                         BEN
             Yeah, right.

                         ANDREW
             Michael Myers is your neighbor.
             Holy shit.

                         BEN
             He's your neighbor, too, idiot.

                                                           24.


                         ANDREW
             Your house is closer.

Ben rolls his eyes, starts walking away.

                         BEN
             Do you have a lot of friends?

Andrew thinks for a moment.

                         ANDREW
             Not a lot...

Ben pats Andrew on the back.

                         BEN
             C'mon, we're gonna be late for
             school.

As they're walking away...

                         BEN
             You know how I said my uncle
             lived in my house before me?

                         ANDREW
             Yeah...

                         BEN
             I lied.

                         ANDREW
             Asshole.
                  (beat)
             What are you doing after school?

                         BEN
             Why?

INT. BEN'S BEDROOM - NIGHT

Ben and Andrew are sitting in front of a COMPUTER SCREEN.
Andrew is controlling the keyboard.

                         BEN
             Rotten.com?

                         ANDREW
             It's the only one with the real
             pictures.

                         BEN
             Of what?

                                                           25.


Then... an image starts to appear on the screen.  Something
white in texture... a WHITE MASK, although computer-
generated.  It forms the upper half of the screen.  Ben
looks at it oddly.

                         BEN
             That's my mask.

                         ANDREW
             No shit.

A PHOTO appears on the screen.  A YOUNG MAN (Bob) impaled to
a wall with a kitchen knife.

A short DESCRIPTION is written below the photo that is too
small for us to read.  Ben is reading it, muttering the
words under his breath.

Another PHOTO appears...a YOUNG NURSE (Jill).  Blood has
covered the entire back of her nurse's uniform.

And... another PHOTO.  Another YOUNG GIRL (Judith Myers).
Her body lay in a pool of blood.  Stab wounds cover her
upper chest.

                         ANDREW
             That one happened right down the
             street.

Ben remains silent.  Clearly nothing to say now.

And, one FINAL IMAGE.  A charred body, although we see it's
dressed in dark clothing... a WHITE MASK has been burned to
its face.

                         ANDREW
             ...they took that one the night
             of the webcast a few years ago.

                         BEN
             Webcast?

                         ANDREW
             Bunch of college people stayed in
             his house all night.  He killed
             them all.

Ben looks at the screen, disgusted.

                         ANDREW
             Well, have fun reading.  You'll
             probably be up all night.

                                                           26.


                         BEN
                  (scared)
             You're leaving?

                         ANDREW
             Yeah.  I was supposed to be home
             four hours ago.  I'm probably
             grounded for three years.
                  (beat)
             Have fun.

Andrew walks towards the door.  He notices the mask staring
back at him.  He makes an "X" at it like it's evil.  Then,
leaves.  Ben returns to the screen.

We PUSH IN to the charred mask on the screen.  Ben seems to
become intrigued by it.  He stares at it for a few moments.
As he stares, we...

                                            DISSOLVE TO:

Ben at his computer... various drawings of MICHAEL'S MASK
fill the screen.

                                            DISSOLVE TO:

Ben muttering words under his breath... quickly... he's
clearly interested.

                                            DISSOLVE TO:

One final glimpse at the computer screen.  A depiction of
MICHAEL'S MASK, with the words, "Michael Myers - Dead or
Alive?" underneath.  A huge article is below the question.
Ben continues muttering.

                                            DISSOLVE TO:

Ben asleep at his computer.  He begins to wake up.  The same
ghostly image is staring back at him -- Michael's white
mask, and the same question - "Dead or Alive?".

Ben quickly turns off the monitor.  He gets up, stretches
out.  He walks to his window, looks out.

BEN'S P.O.V. - NEIGHBORHOOD

We see the tops of houses in the distance... including the
Myers House.

Ben gazes at it for a thousand seconds.  Finally, he reaches
for his light.  Complete darkness.

                                                           27.


INT. CLASSROOM - DAY

Mrs. Kinney is walking through a row of desks.  She's
handing out homework.  She comes to Ben's desk.  He's not
there.

                         MRS. KINNEY
             Anyone know where Ben is today?

She looks around the classroom.  Other STUDENTS shrug.
Andrew looks at the empty desk oddly.

EXT. MYERS HOUSE - DAY

Clouds roll by over the old, rundown house.  Leaves blow
around wildly in the front yard.  Ben sneaks towards the
front of the house.  He stares up at it...

BEN'S P.O.V. - HOUSE

Paint is peeling off the side.  Pieces of the house are
hanging off each side.  Almost every single window is
boarded up.  It truly looks like a haunted house.

INT. HOUSE - BASEMENT - DAY

From this perspective, we see a FOOT clearing away some
broken glass from a basement window.  Then, Ben sticks his
arm through.  He pulls himself all the way inside the house.

The light from outside is adequate enough to see around the
place.  The basement is nearly empty, except for some old
furniture.

Ben walks straight ahead.  The SOUND of his feet rubbing
against the floor echoes through the place.  He stops, looks
to his left.

A DOORWAY

He tries opening it.  It appears locked.  He pulls on it
with all his strength.  The door finally pulls open, but he
falls backwards.  He stands up, dusts himself off.

INT. MYERS HOUSE - EMPTY ROOM - DAY

Ben enters.  The room is nearly pitch black.  The window he
crawled through provides little light on this part of the
house.  This room clearly hasn't been visited in years...
perhaps since 1963.

Ben looks down at something.  It's a BOX, hidden under a
small piece of furniture.  He pulls the box out, looks
inside.

                                                           28.


A curious look grows across his face as he pulls out some...

OLD PHOTOGRAPHS

BEN'S P.O.V. - PHOTOS

A FAMILY, including Richard, Edith, Judith, Laurie and a
young Michael.  The whole family is smiling into the camera
except Michael, whose frown is almost a chilling foreshadow
to the events which occurred shortly after this photo was
taken.

Another picture shows just Judith... probably a high school
yearbook picture.

And, another photo with Judith smiling into the camera, her
arms wrapped around LAURIE in front of her.

Ben flips through the photos quickly.  There are so many.

BEN'S P.O.V. - PHOTOS

Pictures of Edith and Richard holding an infant Michael.
Even at this age, Michael's face is blank... emotionless.
Edith and Richard appear not to notice.

More pictures of Michael... getting older... becoming
colder... more distant.  In each photograph, his eyes are
off center just a little more, like he's not looking at the
camera anymore... he's looking at something else...
something no one else can see.

Ben stares at one final photo... of Judith, Laurie and
Michael.  The two sisters are laughing joyously... Michael
is gazing at them with the most haunting stare... the
darkest stare one can imagine.

Ben curiously stares at the photo for a million seconds.  He
pockets a few of the pictures, then slides the box back
under the furniture.  The room fades to darkness once again
as he slowly closes the door.

EXT. STREET - DAY

Ben walking down the street.  Branches from nearby trees
sway over him as he walks.  As he's walking, Andrew catches
up to him.

                         ANDREW
             Where were you today?

                         BEN
             Home.  Sick.

                                                           29.


                         ANDREW
             Yeah, you look real sick.  Where
             were you really?

                         BEN
             ... walking around.

                         ANDREW
             Walking around where?

                         BEN
             Around town.

                         ANDREW
             Well, Mrs. Kinney was asking
             about you, said she was gonna
             call your mom.

Ben seems uninterested about this.  He stops, looks at Andrew.

                         BEN
             This... Michael Myers... guy.
             Can you tell me about him?

                         ANDREW
             Didn't you read the site?

                         BEN
             Yeah.  But, I wanna know more.

                         ANDREW
             Everything's there.
                  (beat)
             Well... except for one thing.

INT. ANDREW'S BEDROOM - CLOSET - DAY

Andrew reaches down, picks up a loose floorboard.  His hand
descends into the floor.  He pulls something out.  A BOOK.
He hands it to Ben.

                         ANDREW
             You can borrow this.

                         BEN
             What is it?

                         ANDREW
             Read it.  Creepy shit.

Ben opens to the first page.  INSERT:

DR. SAMUEL LOOMIS -  PERSONAL MANUSCRIPT

                                                           30.


INSERT on another page - a PHOTOCOPY of notes  written in
Loomis' own handwriting that we don't SEE in detail yet.

                         BEN
             Who's "Loomis"?

                         ANDREW
             His doctor.  You know, the old
             guy, on the site.
                  (beat)
             Those are his notes... you wanna
             really know about Michael
             Myers -- read that.

Ben holds the book reluctantly.

                         BEN
             Where'd you get this?

                         ANDREW
             This guy in my history class.  He
             got it from his brother.

Ben appears as if he's gonna refuse the offer to borrow the
photocopied notes.  He holds it for a moment, contemplating...
then...

                         BEN
             Thanks.

INT. BEN'S BEDROOM - NIGHT

Ben is sitting on the floor, his back against his bed.  His
legs are propped up to hold the MANUSCRIPT.  He stares at
the cover for a minute, almost contemplating not opening it.
Then, he does.

MONTAGE:

Page after page of Dr. Loomis' notes.  We SEE bits and
pieces of his writings.  One comment reads:

"... exhibits elements of sociopathic behavior"

Another:

"...I've been trying to get through to him, everyday, for
hours.  It's not working.  (with three underlines underneath
the last sentence)

And, another:

                                                           31.


"I've tried to get him to speak to me.  He won't speak.  The
child is certainly not a mute - his family has heard him
speak.  The child is simply unreasonable"

Over the montage...

                         DR. LOOMIS (V.O.)
             I met this six year old child
             with the blackest eyes -- the
             devil's eyes.

More PAGES flash by... the handwriting has become much more
erratic and messy compared to the beginning of the manuscript.

                         DR. LOOMIS (V.O.)
             I was told there was nothing left
             to him - no reason, no remorse,
             no consciousness.

Towards the end of the book, the writing is simply scribbles.
Loomis was clearly beginning to lose his sanity by this point.

                         DR. LOOMIS (V.O.)
             I realized that what was living
             inside that child was purely and
             simply... evil.

On the very last page... the final sentence, circled
hundreds of times as if to be thoroughly emphasized:

"The child is completely hopeless".

END OF MONTAGE as we PUSH IN once again towards the MASK
hanging from Ben's bedroom door, the black eyes staring back
at us.  Then...

                         DR. LOOMIS (V.O.)
             Michael Myers is the most
             dangerous patient I've ever
             observed.

EXT. STREET - MORNING

Walking down a street, Andrew, a backpack rigged to his back.
Ben catches up to him this time.  He has the manuscript to
Andrew.

                         ANDREW
             What'd you think?

                         BEN
             Eh.  Probably bullshit.

                                                           32.


                         ANDREW
             No way.  That Loomis knew Michael.

                         BEN
             Sounds like a nutball to me.

They continue walking.  Long beat.

                         BEN
             So, they think Michael is still
             alive?

                         ANDREW
             Some people.

                         BEN
             Who?

                         ANDREW
             People I know.  One girl said she
             saw him in a field in the middle
             of the night, just staring
             towards town.

                         BEN
             Why didn't she tell anyone?

                         ANDREW
             She told her mom.  Her mom told
             her to stop watching TV late at
             night.

                         BEN
             Where do they think he... hides?

Andrew looks over at Ben, obviously knowing Ben doesn't
think it's "bullshit".

                         ANDREW
             Why?

                         BEN
             Just wondering.

                         ANDREW
             I thought you didn't believe --

                         BEN
             If you don't wanna tell me, don't
             fuckin' tell me.  I don't care.

Another long beat.

                                                           33.


                         ANDREW
             Down in the woods, near the place
             we were yesterday, there's a
             small cave.  They think he's in
             there.

                         BEN
             Have you ever gone inside?

Andrew suddenly stops, looks at Ben like he's nuts.

                         ANDREW
             No!  Don't ever go in there.
             Don't even go near that place.
                  (quieter)
             If he's in there, he'll get you.
             Promise me you won't go there....

                         BEN
             Okay, okay.  I won't go.

Andrew continues looking at Ben, a crazed look still on his
face.  Ben notices.

                         BEN
             I promise.

Andrew finally backs away, at least somewhat convinced.

EXT. SCHOOL - DAY - LATER

The BELL rings.  STUDENTS are heading out of the school.
Andrew is among them.  He looks around.  Then, he notices
something...Ben getting on a school bus.

He runs up to it, but the doors close.  The bus begins
taking off.

EXT. STREET - DAY

A school bus slows to a stop on a lonely, deserted street.
Ben steps out, as well as a few OTHER KIDS.  They walk in
the opposite direction of Ben... who takes a right turn into
a small

PATH

EXT. WOODED AREA - PATHWAY - DAY

Ben walking through a narrow pathway.  Branches smack him in
the face as he marches through, uncaring.  As he walks...

                                                           34.


INT. SCHOOL - CAFETERIA - EARLIER THAT DAY

Ben is sitting with another boy around his age, ROB.  No one
else is sitting near them.

                         ROB
             There's a small pathway, off
             Bickersfield Road.  You take that
             path all the way to the end...

EXT. WOODED AREA - PATHWAY - DAY - BACK TO PRESENT

Ben still walking.

                         ROB (V.O.)
             You'll see a huge tree on your
             right.  There's a hole in it,
             where we marked it.  Take a right
             after the tree...

Right on cue, the tree appears.  Ben rests against it for a
minute, then takes a right.

EXT. WOODS - DAY

There is no path here, just heavy brush and branches.

                         ROB (V.O.)
             Keep walking straight.  It's a
             long walk.  Probably about ten or
             fifteen minutes.  At the end,
             there's a small pond...

EXT. WOODS - END - DAY - FIFTEEN MINUTES LATER

Ben steps through some brush.  He prepares to take one last
step... realizes he's near a

SMALL CLIFF

                         ROB (V.O.)
             Watch where you step, there's a
             twenty foot drop.

We see Ben holding onto the side of a tree.  He gazes around.

BEN'S P.O.V. - ENTIRE AREA

A small, open place.  Just below the drop, a pond.  The
water glimmers back at us as the sun brightly shines down on
it.

Ben waits, forgetting where to go.  Then...

                                                           35.


                         ROB (V.O.)
             From here, use --

                         BEN
             The map.

He reaches into his pocket, pulls out a large, white piece
of notebook paper.

INSERT:

Scribbled on the page, DIRECTIONS.  We see dark blue
covering about a quarter of the page -- the pond.  Lines are
drawn all around the pond... directions for how to get to ...

THE CAVE

Which is a quarter-sized splotch of black pen on the map.

INT. CAVE - DAY

From this angle, we see light beaming in from a small
opening.  Then, a small FIGURE appears in the entrance,
backlit by the sunlight.  We see that it's Ben.

He waits at the entrance, carefully peeks inside.  He slowly
begins to walk in, towards us.

Each side of the cave is made of dirt.  Ben puts his hands
against the sides of the cave to balance his movements.  He
walks about twenty feet in...then, stops.

BEN'S P.O.V. - DEEP INSIDE

From this point on, it's pitch black.

Ben's eyes squint, hoping to somehow see through the
darkness.  The entrance to the cave is far behind him now.

                         BEN
                  (calling out)
             Hello?

Ben's voice ECHOES deeply into the blackness.  He walks a
tiny bit further toward the blackness.

                         BEN
                  (calling out)
             Michael?

OUR P.O.V. - BEN

                                                           36.


We are hiding behind a small corner in the cave.  Ben is
about ten feet away.  Our HAND raises towards the side of he
cave, holds it.  Through the darkness, the SCARS on our hand
are visible.

BACK TO SCENE

                         BEN
             I... I'm ben.  Are you really in
             here?
                  (beat)
             ... Michael?

Ben's hand reaches into his jacket.  He begins to take
something out.

                         BEN
             I... I brought something for you.

Ben pulls out the MASK.  He throws it into the darkness.  It
doesn't go as far as he thought it would.

                         BEN
             Damn it.

He waits.  Stares at the mask on the darkened ground.  No
movement.  Not even a sound.  He turns around towards the
entrance...

BEN'S P.O.V. - CAVE'S ENTRANCE

It's a long way to run if he needs to.

Ben backs up a little, toward the entrance to the cave.
Then, he looks back towards the cave itself.  His jaw drops.
The mask is gone.

Ben moves forward again, forgetting he was afraid.  He stops
at the line where light meets darkness.

                         BEN
             I knew you were in here.
                  (beat)
             Aren't you, Michael?
                  (beat)
             But, I can't see you...

He begins stepping forward... but he doesn't stop this time.

OUR P.O.V. - BEN

MOVING FORWARD, toward us.  We step back.  Ben disappears
from our view.

                                                           37.


BACK TO SCENE

As Ben cross the line where light becomes dark.

                         BEN
             I know you're here, Michael.  You
             took the mask.  I knew you would.

Silence, except for the sound of WATER DRIPPING somewhere in
the cave can be HEARD.  Ben keeps walking.  His hand reaches
for the side of the cave.  It gently runs along the side of
the cave... it passes near

A BODY

Tucked into a corner.  Ben's hand misses the outline,
crosses over it.  Ben stops again, looks down at something.
A DEAD ANIMAL.

                         BEN
             You must have been hungry.  Are
             you still hungry, Michael?

Ben waits for an answer.  It doesn't come.  He looks back.

BEN'S P.O.V. - CAVE'S ENTRANCE

He's much deeper in the cave than he thought.

BACK TO SCENE

Ben slowly backs towards the sunlight.  He crosses back over
the line.  He pauses right at the opening to the cave...

                         BEN
             Don't worry, Michael -- I won't
             tell anyone you're here.

OUR P.O.V. - ENTRANCE

We watch Ben staring towards us.  He waits a few moments,
then finally disappears into the sunlight, O.S.

EXT. BEN'S HOUSE - DUSK

An orange glow encompasses the sky as the sun begins to set
in the distance.  A set of WIND CHIMES rings through the
neighborhood...

INT. BEN'S HOUSE - KITCHEN - NIGHT

Sitting at a large table, Ben and Catherine, as well as Tom,
Ben's father.  He's in his mid-forties.  On the other side
of the table, ERIC, Ben's eight-year old brother.

                                                           38.


As the parents converse, Ben's head is buried in his plate.
His mind is obviously preoccupied with something else.

                         TOM
                  (to Catherine)
             ...so, he asked me to work overtime.

                         CATHERINE
             What'd you tell him?

                         TOM
             I told him to screw.

Catherine looks at Ben and Eric.  She gives Tom a dirty look.

                         TOM
             Like they don't hear it at school.
                  (to his sons)
             Right fellas?

Eric laughs like a typical little eight-year old kid.  Ben
is oblivious.

                         TOM
             Everything alright, Ben?

A beat.  He finally looks up.

                         BEN
             Oh.  Yeah, I'm fine.  Just a
             little tired.

                         TOM
             How's school?

                         BEN
             Okay.

                         TOM
             I haven't seen any new friends
             around.
                  (beat)
             Any girls...?

                         CATHERINE
             Tom...

                         BEN
                  (embarrassed)
             Dad...

Catherine smirks.  Ben gets up, pats Ben on the back.

                                                           39.


                         TOM
             I'm just kidding with you, Ben.

He rubs his stomach.

                         TOM
             I'm full.

                         CATHERINE
             Did you like dinner?

                         TOM
                  (sarcastically)
             No, I hated it.
                  (smiling)
             Of course I liked it.

Catherine notices that Ben has barely touched his food.

                         CATHERINE
             Ben, are you feeling alright?

                         BEN
             Yeah.

                         CATHERINE
             Are you sure?  You didn't eat
             anything.

                         BEN
             I ate a lot at lunch today.

Catherine prepares to take the dish away.  Ben grabs her arm.

                         BEN
             I'll wash tonight.

Catherine gives Ben an odd look.

                         CATHERINE
             I know what's going on.
                  (beat)
             You just don't wanna clean your
             room tonight.

                         BEN
             You got me.

                         CATHERINE
             Okay.  You're off the hook tonight.

Ben fakes smiles.  Then, takes his dish... walks into...

                                                           40.


INT. KITCHEN - SAME MOMENT

Ben pulls a brown paper back from a drawer.  He scrapes his
food into the bag, closes it.

INT. CAVE - DAY

Light shines into the dark cavern.  Ben appears at the
entrance, carefully peeking inside.  In his hand, a BROWN
PAPER BAG.  Ben slowly walks forward, into the darkness.

                         BEN
             Michael?
                  (beat)
             I brought you something to eat.

Ben shakes the bag a little.  He looks down at the ground.
More dead animals.  He looks a little grossed out.

                         BEN
             Guess you already ate.
                  (beat)
             How'd you like the mask?
                  (another beat)
             The guy at the store said there
             was something bad about it, but I
             bought it, anyway.

Ben paces around a little, more reluctant to cross the line
into darkness this time.  He stays close to the light.

                         BEN
             Did you really kill all those
             people?

The SOUND of water dripping once again.  Ben stares into the
blackness, waiting for an answer.  He gives up hope of
receiving an answer and throws the brown bag into the
darkness.  It lands with a soft THUD.

Long beat.  Then, the SOUND of a bag being RUFFLED.  Ben's
eyes open widely.  The sound stops.  Ben remains frozen.

                         BEN
             Michael?

Silence.  Ben reaches into his jacket.  He pulls something
else out -- a FLASHLIGHT.  He turns it on...

BEN'S P.O.V. - WITH FLASHLIGHT

A small BEAM forms onto the dark ground, then rises towards
the wall.  It traces one side of the cave then comes down to
the ground again.  Nothing.

                                                           41.


Then, it rises towards the ceiling and moves along the side
once again.  It passes by A PAIR OF EYES that suddenly slam
shut as the light passes.

Ben gasps.  He holds the light on the spot where he saw the
eyes.  Long beat.  The eyes are gone.  Whatever it was is gone.

Ben moves the flashlight away from the spot.  He rubs his
eyes.  As he moves the light away, we SEE the eyes opening
again in the darkness.  They remain unnoticed.  They stare
towards Ben.

The flashlight snaps off.  Ben sighs.  He puts the flashlight
away.

                         BEN
             It's okay.  You don't have to let
             me see you.  I already know what
             you look like.  That's how I knew
             about the mask.
                  (beat)
             How come you don't talk?

Silence once again.

                         BEN
             I brought something else for you.

Ben reaches into his pocket one more time, takes something
out that we don't see.  He places it down on the ground.  We
still don't see it yet.

                         BEN
             I have more.  I'll bring one
             everyday.
                  (beat)
             I better be getting home.

Ben heads for the entrance.  He looks back into the cave one
final time.

BEN'S P.O.V. - CAVE

Not a single movement.  BACK TO SCENE as Ben disappears.

We PUSH DOWN towards something on the ground.  It lay half
in light, half in darkness.

A SCARRED HAND reaches from the darkness, grabs it and turns
it over.

A PHOTOGRAPH

                                                           42.


Of MICHAEL.  Extremely young.  Maybe five years old.  But,
something is different about this picture.  Michael isn't
frowning, nor is he emotionless.  He looks like a normal child.

INT. BEN'S BEDROOM - NIGHT

Complete darkness.  Ben is peacefully sleeping.  We MOVE
TOWARDS him...

INT. MYERS HOUSE - NIGHT - NIGHTMARE

P.O.V. - MOVING

We're steadily gliding up a staircase.  We come to the...

SECOND FLOOR

Where we pick up a HALLOWEEN MASK on the floor and put it on.
Our view is now confined to only to the perspective of the
eye holes in the mask.

We see JUDITH MYERS sitting half naked in front of a dresser
in her bedroom.   We CONTINUE towards her.  She finally
notices, looks at us, annoyed...

                         JUDITH
             Michael!

A BLADE raises O.S.  We viciously STAB her over and over...
blood splashes everywhere.

INT. BEN'S BEDROOM - NIGHT - OUT OF NIGHTMARE

Ben suddenly springs up, completely awake.  He's
sweating...breathing heavily.

INT. CAVE - DAY

Ben carefully steps into the darkness of the cave.  He holds
onto the side as he guides himself in.  He sees

THE LINE

He doesn't cross it.

                         BEN
             Michael...?
                  (beat)
             I had a dream last night... about
             you... and your sister... Judith.
                  (beat)
             Why'd you stab her?

                                                           43.


Ben leans against the side of the cave.  He starts sitting
on the ground.

                         BEN
             I have a little brother, too.
             He's so annoying.  He gets into
             my things, he's always bothering
             me.  Sometimes... I hate him.
                  (beat)
             Did you hate Judith?
                  (longer beat)
             Oh yeah, I almost forgot - I
             brought another one...

Ben reaches into his jacket, pulls something out.  Another
PHOTOGRAPH.  He lays its face on the dark ground, slides it
across the line.  The photo is in shadow now.

                         BEN
             I hope you like it.

Ben looks at the ground.

THE LINE is beginning to move towards him.  He looks towards
the entrance to the cave...

BEN'S P.O.V. - CAVE'S ENTRANCE

The sun is beginning to set.  From this view, the orange
glow of an October sky is clearly visible.  Dusk is settling
over the area.

                         BEN
             I gotta go.

Ben pulls himself to his feet, begins walking towards the
entrance.  He turns around.

                         BEN
             See you tomorrow.

He waits for an answer.  It still doesn't come.

OUR P.O.V. - ENTRANCE

As we WATCH Ben leaving again.  He never turns back.  We
glance down at the ground.

THE PHOTO.

                                                           44.


INT. KITCHEN - NIGHT

The backdoor is open.  The screen dances back and forth in a
gentle, fall wind.  As the light wind blows, the screen door
squeaks a little each time.  Ben is standing, staring out at
the clear, night sky.

The moon is full.  There are millions of stars out tonight.
A few of them shine more brightly than the others.

A small gust BLOWS.  The branches from nearby trees flash
across the sky, briefly obscuring the moon.

In the far distance, we can see a dense packing of trees,
their branches swinging back and forth as the wind rustles
them.  Ben watches the forest, mesmerized by what he knows
is beyond the trees.

In the b.g., we see Catherine (Ben's mom) entering the
kitchen.  She notices Ben staring out into the darkness.
She rubs her shoulders like she's cold.

                         CATHERINE
             Close the door, it's getting cold
             in here.

Ben doesn't respond.  Catherine looks at him strangely.  She
waits another moment, then...

                         CATHERINE
             Ben?

He finally snaps out of it, looks over to her.

                         BEN
             Yeah?

                         CATHERINE
             It's getting cold.

She motions to the open door.  He looks at it, realizes what
she means.

                         BEN
             Oh.  Sorry.

                         CATHERINE
             Are you alright?

                         BEN
             Yeah.

                                                           45.


She rubs her shoulders again, then disappears O.S.  Ben
takes one last look towards the forest.  Then, he closes the
door.

INT. CAVE - NIGHT

OUR P.O.V.

Complete darkness.  Then, a MATCH STRIKES.  A small FLAME
burns brightly.  The match moves towards...

THE PHOTOS

Resting on the ledge.  The flame comes towards

LAURIE'S PHOTO.

We HOLD on Laurie's face for a moment.  Then, the flame dies.

We are in blackness again.  We turn towards the cave's
entrance.  We begin moving towards it.  The entrance is
getting closer... we arrive at

THE ENTRANCE - CONTINUE P.O.V.

The moon brightly shines down on a dense packing of trees.
Their branches swing back in the moonlit sky.

We begin walking towards them.

HEAVY BREATHING begins as we disappear into the wooded area.

INT. BED'S BEDROOM - NIGHT

Ben reaches down, under his bed.  He pulls out

DR. LOOMIS' MANUSCRIPT

From under the mattress.  He opens it.

INSERT:

"... he made her stab her stepmother.  She's under his
influence"

Another paragraph:

"The girl shows the same exact characteristics as her uncle
when he stabbed his sister"

Another:

"The girl is not hopeless.  I know she's listening to me.  I
can get through to her"

                                                           46.


EXT. WOODS - NIGHT

OUR P.O.V. - MOVING

Branches smack against us as we glide towards a quiet street
in the distance.

EXT. STREET - NIGHT

CONTINUE P.O.V. as we push through the final group of
branches.  Before we step out onto the street...

A CAR appears in the distance.  It's RADIO is blaring.  The
TEENAGERS are screaming like maniacs.  The car disappears
O.S. as quickly as it arrived.

We step out onto the street, begin walking.  The road is
dark.  STREET LIGHTS shine down onto the dark ground.  We
see our own shadow gracefully dancing across the ground.
HEAVY BREATHING...

INT. STAIRCASE - NIGHT

OUR P.O.V.

We are gliding up a staircase.  A hallway can be seen.  We
come to the top of the stairs...

INT. HALLWAY - NIGHT

CONTINUE P.O.V. as we move towards a bright line shining
from a bedroom.  A LITTLE BOY is sitting on the floor.  He
is silent and his back is turned towards us.

INT. BEDROOM - NIGHT

We quietly walk towards him.  We stand directly over the
little boy.

BACK TO SCENE as

BEN reaches for the little boy to touch him.  The boy turns
around --

ERIC, his throat slashed.

INT. BEN'S BEDROOM - NIGHT

Ben's eyes burst open.  Dr. Loomis' manuscript has fallen to
the ground.  Ben lowers himself from the bed onto the floor.
He's on his knees.  He opens the manuscript again...

INSERT:

                                                           47.


"... he made her stab her stepmother.  She's under his
influence"

Ben closes the manuscript and sits against his bed.  He
wipes his tired eyes.

INT. SCHOOL - CAFETERIA - DAY

Ben is walking with a lunch tray.  He's looking for someone
to sit with.  He notices A CROWD that has gathered around
one table.  He makes his way to...

THE TABLE

A bunch of KIDS are sitting, listening to KATIE, twelve
years old, a pale face like she's seen a ghost.

                         KATIE
             ... he passed through my yard.
             He was sooo scary.

                         BOY
             What'd he look like??

Ben walks near Andrew.  He leans towards him.

                         BEN
             What's this shit about?

                         ANDREW
             She saw Michael Myers last night.

Andrew rolls his eyes like he's heard this one before.

                         BEN
             What?

                         KATIE
                  (continuing)
             ... and, he walked so slowly,
             like... like... a robot.

                         ANOTHER BOY
             Was the mask all burned and stuck
             to his face??

Katie looks at the boy like she's surprised at something...

                         KATIE
             No... it wasn't.  It looked brand
             new.

Everyone at the table rolls their eyes now.

                                                           48.


                         KATIE
             What?  What's the matter??

                         FIRST BOY
             Everyone knows Michael was burned
             in the fire.

The crowd starts to disperse.  Andrew gives Ben a look, then
walks away.  Ben stays.  He watches Katie, who is crying.

                         KATIE
             But, I saw him.  I really saw him.

INT. SCHOOL - HALLWAY - DAY

Andrew is walking, a couple of books in his hand.  Ben
appears next to him, a serious look on his face.

                         BEN
             I gotta talk to you.

                         ANDREW
             What?

Ben pulls Andrew into...

INT. CLASSROOM - SAME MOMENT

An empty classroom.  The desks and chairs are scattered
through the room and the lights are off.  Ben pulls Andrew
away from the door.  He closes it.

                         ANDREW
             What's the matter?

Ben waits a moment.  Finally...

                         BEN
             I ... went to the cave.

Andrew's eyes FLARE.

                         ANDREW
             You what?  I thought I told you --

Ben "shushes" Andrew with his hand.

                         BEN
             I know... but, I had to see... if
             he was there.

                         ANDREW
             Was he?

                                                           49.


Ben turns around.

                         ANDREW
             Was he?
                  (beat)
             Ben??

Ben turns back around.  He lightly nods.

                         ANDREW
             How do you know?

                         BEN
             I gave him my mask.

                         ANDREW
             You didn't.
                  (beat)
             You gave Michael Myers a mask.
             Do you realize how stupid that is?

                         BEN
             ... and, I gave him some pictures.
             Of himself... and his family.

                         ANDREW
             Where'd you get them?

Ben turns around again.

                         BEN
             From his house.

                         ANDREW
             You went to his house??  Are you
             crazy?

                         BEN
             I have to go back... to the
             cave - to see if he's still there.

                         ANDREW
             I'm going with you.

                         BEN
             I don't know...

                         ANDREW
             I'll tell everyone if you don't
             take me --

                         BEN
             Okay -- but, no one knows about
             this.

                                                           50.


INT. CAVE - LATE AFTERNOON

We see that the sun is beginning to set in the distance.
The orange sky glows down on the woods outside.  Ben hurries
into the cave, backlit by the fading sunlight.

                         BEN
             Michael...?
                  (beat)
             I brought you another one.

Ben stands directly over

THE LINE.

Ben reaches into his jacket, pulls out a PHOTO, face-down.
He rests it a few inches on the other side of the line.  He
turns turns around, waits.  Silence.  A concerned looks
grows on Ben's face.

                         BEN
             You can take it, I'm not looking.

He waits again.  Long beat...

                         BEN
             You're not here, are you, Michael.

In the b.g., another OUTLINE begins to appear.  We see that
it's

ANDREW

Cautiously stepping into the dark cavern.  He looks around
the darkened place in awe as if he can actually see through
the blackness.

                         ANDREW
             Holy shit.  This is where Michael
             Myers lives.

                         BEN
             I told you not to come in here.

                         ANDREW
             It's getting dark out there.

Andrew suddenly looks at Ben in fright.

                         ANDREW
             Is he here?

                         BEN
             No.

                                                           51.


Andrew breathes a sigh of relief.  Then, he looks back at Ben.

                         ANDREW
             ... where is he?

Ben gives Andrew an "I don't know look".  Andrew pulls a
FLASHLIGHT out.  He shines it deep into the cave.  The cave
goes in a far distance, maybe even miles.

                         ANDREW
             Maybe he's in there.

Ben grabs the flashlight.

                         BEN
             What if he's not?

Andrew snatches it back.

                         ANDREW
             Where the hell would he go?

Ben looks towards the entrance to the cave.  The

FOREST

Can be seen.  The branches dance back and forth, almost like
the arms of a wicked entity.

                         BEN
             Out there.

                         ANDREW
             Someone would have noticed him by
             now.

                         BEN
             Maybe not.

                         ANDREW
             Guy walking around in a white
             mask.  Someone would have seen
             that - especially around here.

                         BEN
             It's Halloween.

                         ANDREW
             It's not Halloween yet.

Andrew's eyes drift towards the ground.  Hundreds of
FOOTPRINTS lead deep into the cave, far beyond the
flashlight's capabilities.

                                                           52.


                         ANDREW
             Look at that.

Ben notices the footprints.

                         ANDREW
             That's where he is.  Now let's
             get the hell out of here before
             he comes back.

Andrew hurries towards the forest.  Ben stares deep into the
cave, now darkened once again.  Andrew waits for him for a
moment... then...

                         ANDREW
             Come on.

Ben follows Andrew.  They disappear through the entrance to
the cave, O.S.  We MOVE THROUGH the cave, towards the

LEDGE

Where the PHOTOGRAPHS are neatly placed.  All the photos
rest against the side of the cave, except for Laurie's
picture - which isn't there.

INT. BEN'S BEDROOM - NIGHT

Ben is lying on his bed, a phone in his hand.  On the other
line, KATIE.

INTERCUT BEN AND KATIE

                         BEN
             You just think it was Michael Myers.

                         KATIE
             Ben, I know what Michael Myers
             looks like.  It was him.

                         BEN
             It was someone dressed up like him.

                         KATIE
             ... I don't understand how he got
             a new mask.

Long beat.

                         BEN
             Maybe someone gave it to him.

                         KATIE
             Who?

                                                           53.


Longer beat.

                         BEN
             I don't know...

                         KATIE
             No one would be that stupid.
                  (beat)
             I thought you didn't believe me.

                         BEN
             I didn't say I don't believe, I
             just think... you're... mistaken.

                         KATIE
             But, you just said 'maybe someone
             gave it to him'.

                         BEN
             So...

                         KATIE
             You said gave it to him.

                         BEN
             You know what I meant... I'm just
             tired.

                         KATIE
             I know you believe me.  But, you
             don't have to admit it.  But,
             just... know that I know.
                  (long beat)
             Goodnight, Benjamin.

The phone CLICKS.  Ben  holds it without words.  Then...

                         BEN
             'nite.

Ben drops the receiver to the floor, not caring enough to
hang it up.  He puts his hands behind his pillow to rest his
head.  He stares upward...

BEN'S P.O.V. - CEILING

A DARK SHADOW has formed onto the otherwise white ceiling.
The blurring of white and black begins to blend into...

A WHITE MASK.  The black eye holes glaring back at us,
expressionless... emotionless.  Remorseless.  We move
through the EYE HOLES to...

                                                           54.


EXT. MYERS HOUSE - NIGHT

P.O.V.

We are walking down a stone walkway.  Trees RUFFLE around us.
Leaves scatter across the walkway in front of us.  We look
up to...

THE HOUSE

The paint is peeling off.  Wooden boards cover the windows.
Some of them have broken loose and are dangling back and
forth in the October wind.

RESUME P.O.V. as we begin walking toward the side of the
house.  we stop at a

WINDOW

Boards cover the window.  But, we can SEE through a tiny
hole between two boards into...

THE LIVING ROOM...

                                            DISSOLVE TO:

JUDITH and HER BOYFRIEND sitting on a couch.  They're making
out.

                         BOYFRIEND
             Is anyone home?

                         JUDITH
             Michael's around here somewhere...

                                           DISSOLVE BACK TO:

P.O.V.

As we turn away from the window and begin walking.  We come
to...

THE BACKYARD

We move towards a backdoor to the house.  Our SCARRED HAND
comes forward, pushes on the door.  It SQUEAKS open with
little resistance.

INT. MYERS HOUSE - KITCHEN - NIGHT

Complete darkness.  The refrigerator has been removed.  Most
of the drawers and cabinets are cracked or broken.

                                            FLASH TO:

                                                           55.


A HAND opening one of the drawers.  It pulls out a BUTCHER
KNIFE.  But, the hand appears different.  It's small, like a
child's.

                                            BACK TO:

RESUME P.O.V. as we move through a doorway into...

INT. MYERS HOUSE - LIVING ROOM - NIGHT

CONTINUE P.O.V.

The room completely empty.  There are holes in the wall and
in the floor.  Time has not been generous to the house...

                                            DISSOLVE TO:

The LIVING ROOM in a time long since passed.  A nice sofa
lines the wall.  A couple of elegant chairs are placed
around the room.  Opposite the couch and chairs, a television
set.

On one of the chairs, Richard.  He's reading a newspaper.
Edith is on the couch holding LAURIE, not even a year and a
half old.  She's bouncing Laurie up and down, talking to her
in "baby voice"...

                         EDITH
             Oh, you like that, don't you!

Laurie smiles and giggles as Edith bounces her.  Next to
Edith, MICHAEL, around age six.  He's staring at the
television.  Edith looks over to him, smiling.

                         EDITH
                  (to Laurie)
             Who's that?
                  (beat)
             That's your big brother, Michael.
             Say, "Hi, Michael"...

Laurie looks at Michael.  She smiles and giggles again.
Edith pushes Laurie's arms up and down like she has wings.
Michael never looks.

                         EDITH
                  (smiling)
             Say hi to your little sister,
             Michael...

Michael abruptly gets up, storms out of the room.  Edith's
smile instantly turns into a stunned look.  Richard finally
looks over the top of his newspaper at Edith.  They stare at
each other.  Edith notices Laurie hasn't stopped giggling.

                                                           56.


Edith's smile returns...

                         EDITH
                  (smiling)
             What are you smiling at, huh?

                                           DISSOLVE BACK TO:

THE LIVING ROOM.  The couch Edith was sitting on is no long
there.  Richard's chair is gone.  The floor and walls are
decrepit.

INT. BEN'S BEDROOM - NIGHT

A small alarm clock reads:  11:52 p.m.  The LIGHTS are still
on in the bedroom.  On the floor, Ben's phone, still off the
receiver.  We can HEAR the dial tone.  On the bed, Ben...
fast asleep.

Then, a SOUND from O.S.  It's coming from the window.  It
sounds like someone is trying to push the screen in.  It
happens again, but LOUDER this time.

Ben's eyes flash open.  He pulls himself up halfway, looks
around.  The SOUND happens again.  He looks to the

WINDOW

Ben slowly gets up.  He grabs a baseball bat resting against
the wall.  The screen finally PUSHES OPEN and drops to the
floor.  Ben waits.

                         VOICE
                  (softly)
             Ben...

Ben gives the window an odd look.

                         VOICE
                  (softly)
             Pssstt.. Beeeeen...

Ben grabs a flashlight from a nearby desk.  He shines it
through the window and sees...

ANDREW

On a large branch.

                         BEN
             Andrew?  What the hell are you
             doing out there?

                                                           57.


                         ANDREW
             Help me in and I'll tell you.

Ben grabs Andrew's hand, pulls him inside.

                         BEN
             What the hell is going on?

                         ANDREW
             I tried calling you...

Andrew notices the phone off the hook.  He nods to it.

                         BEN
             I fell asleep.

Ben bends down, finally hangs it up.

                         BEN
             What do you want?

                         ANDREW
             There's been a Michael sighting.

                         BEN
             What?

                         ANDREW
             Couple of guys saw him down on
             Bickersfield Road.  They followed
             him into town, then lost him.

Ben turns his back to Andrew, paces around in disbelief.

                         ANDREW
             We gotta find him.

Ben turns back around.

                         BEN
             I don't know where he is.

                         ANDREW
             You're his friend, you must have
             an idea of where he's going to.

                         BEN
             I'm not his "friend".

                         ANDREW
             You've talked to him.

Ben looks at Andrew frantically.

                                                           58.


                         BEN
             You didn't tell anyone, did you?

                         ANDREW
             No.
                  (beat)
             But, I will if you don't come
             with me.

INT. MYERS HOUSE - NIGHT

P.O.V.

The STAIRCASE.  A few steps have holes in them, as well as
parts of the wall as the steps ascend towards the second floor.

                                            FLASH TO:

THE STAIRCASE many years ago.

LAURIE, two years old, is running down the staircase,
giggling.  JUDITH is chasing behind her, laughing.

                                            BACK TO:

RESUME P.O.V. as we continue up the old, rickety steps
towards...

INT. MYERS HOUSE - SECOND FLOOR - NIGHT

CONTINUE P.O.V.

We look down at the broken, dusty floor.

                                            FLASH TO:

P.O.V. - FLOOR

A CLOWN MASK that sits in the same spot, although decades
ago.  A CHILD'S HAND (our hand) reaches down and puts it on.

Our perspective is now confined to that of the eye holes.

                                            BACK TO:

P.O.V. as we walk forward.  We see a doorway that leads into
bedroom.  The room appears empty and dark...

                                            FLASH TO:

JUDITH sitting at a dresser in the same bedroom.  She's
dressed only in her underwear.

P.O.V. - THROUGH CLOWN MASK

                                                           59.


As we move towards her.  She doesn't notice.  We get closer
and closer.  She looks up, shocked...

                         JUDITH
             Michael!

THE BUTCHER KNIFE comes INTO FRAME.  OUR HAND rams it into
her chest.  Then, again.  It comes in and out of FRAME...
over and over again.  Judith's massacred body falls to he
ground covered in stab wounds.

                                            BACK TO:

THE BEDROOM.  The dresser is gone.  Darkness has taken the
place of light.  The spot where Judith fell, taking her last
breath, is now empty.

RESUME P.O.V. as we walk into the darkened room.  The rest
of the room looks exactly the same... dark, decrepit...

                                            FLASH TO:

A CAMERA'S FLASH.  A PHOTOGRAPHER is standing over

JUDITH'S BODY

Stab wounds cover her young, lifeless body.  A pool of blood
has leaked onto the floor from her wounds.  POLICE OFFICERS
can be SEEN in the

HALLWAY

In the b.g.  A DETECTIVE bends down to Judith's body, gazes
at her wounds.  He gives the body a look of disbelief, then
looks up to a nearby COP.

                         DETECTIVE
             No child could do this.

                         COP
             They found him holding the knife...

The detective walks towards the bedroom window.  He looks
out...

                         DETECTIVE
             Doesn't mean he did it.

DETECTIVE'S P.O.V. - STREET

POLICE LIGHTS flash across the neighborhood.  An OFFICER is
escorting Richard and Edith to a police cruiser.  Edith is
clearly in shock.  Before she gets into the backseat of the
cruiser, she looks towards another

                                                           60.


CRUISER

Where six year old MICHAEL is sitting in the backseat.  We
see only his profile, which is half in darkness.

EDITH

Watches her son for a moment.  Her eyes begin watering.
Before tears begin leaking across her face, she is whisked
into the backseat of the cruiser.

We PUSH IN towards Michael... calm... remorseless.  He sits,
staring straight ahead.  Then, his head turns, looks
directly at us.  We finally see

HIS EYES

Filled with darkness.  A certain evil that permeates from
his very stare.

MICHAEL'S P.O.V. - JUDITH'S BEDROOM

The detective's eyes catch ours.  They watch us for a
moment, disbelieving.  Then, something changes in the
detective's expression.  Something turns in his face.  Fear.
For the first time.  The curtains suddenly drop.

PUSH IN once again to

MICHAEL

Staring upwards, beyond our perspective.  The police cruiser
he's sitting in begins to glide forward.  His head never
turns from Judith's window.

AS THE CAR SPEEDS AWAY, Michael twists his head around...

MICHAEL'S P.O.V. - JUDITH'S BEDROOM

CAMERA FLASHES periodically glow through the curtain.  We
see FIGURES walking around the room, silhouetted by the
curtain.  We get farther away from the neighborhood, the
figures become more distant until they are unseen.

                                            DISSOLVE TO:

RESUME P.O.V. - THE STREET

Empty.  Quiet.  A single leaf blows across the spot where
Michael sat in the police cruiser.

We turn around, back to

JUDITH'S BEDROOM

                                                           61.


There are no more camera flashes.  The detectives are gone.
Judith's death has long since passed.

EXT. STREET - NIGHT

Ben and Andrew are speeding down a quiet neighborhood on
bicyles.  Another young boy, DEREK, comes speeding towards
the middle of the street in the distance.  Andrew and Ben
stop next to him.  Derek has a nervous look on his face.  He
can barely catch his breath.

                         ANDREW
             What's the matter?

                         DEREK
             Th... they spotted him about six
             streets down in someone's yard.

                         ANDREW
             What street?

                         DEREK
             M... Maple avenue.

                         BEN
             What's on Maple avenue?

                         ANDREW
             I don't know.

Andrew starts speeding away on his bike.  Before Ben starts
off...

                         DEREK
             B... be careful.

                         BEN
             You too.

Ben takes off after Andrew.  Derek wipes some sweat off his
forehead.  He lets out one long breath.

INT. MYERS HOUSE - NIGHT

P.O.V.

We arrive at the top of the staircase.  We are looking down
the staircase, towards the front door.  The front door is
covered with wooden boards.  The windows around the door
also have wooden boards all over them, but we can see
through them...

                                                           62.


We MOVE TOWARDS the windows, out into the darkness of the
night.  We move through the windows...

                                            DISSOLVE TO:

INT. SMITH'S GROVE SANITARIUM - OBSERVATION - DAY (1963)

A large window.  Sunlight shines in through this large
opening.  It is surrounded by other windows of the same size.
They are quite large and the thick curtains are pulled all
the way back.  The room is extremely bright.

In the middle of the room, a large table.  At the end of the
table, MICHAEL.  He's not restrained, but a skinny GUARD is
standing a few feet away.  The guard is reading a magazine.
Sitting across from Michael at the table...

DR. SAM LOOMIS, a man in his late fifties.  He's got a gray
beard with patches of white, a balding head and a British
accent.  He's also Michael's psychiatrist.

                         LOOMIS
             It's been six months, Michael.

Michael stares straight ahead, not even towards his doctor.

                         LOOMIS
             Do you miss your sister, Michael?
                  (beat)
             Do you miss Judith?

Loomis gazes into Michael's eyes... black eyes.  Nothing is
there.  No sense of remorse, no feeling of emotion.  Nothing.

                         LOOMIS
             Why did you kill your sister,
             Michael?
                  (beat)
             Did she do something to you?
                  (beat)
             I know you can talk.  Why won't
             you talk to me, Michael?

Loomis looks down at a group of papers scattered across his
side of the table.

                         LOOMIS
             According to your mother, the
             last thing you said was...

                                                           63.


INT. MYERS HOUSE - DAY (1963)

Loomis is sitting across from Edith Myers.  Richard is
holding his wife, gently caressing her.  They both have dark
circles around their eyes.

                         EDITH
             Sister.
                  (long beat)
             That was the last time I heard
             him speak.

                         LOOMIS
             Sister.

Edith nods.  She's obviously on the verge of crying.

                         LOOMIS
             How long ago...?

                         EDITH
             A few months before...it...
             happened.

                         LOOMIS
             What did he say before that?

                         EDITH
             I don't remember.  It was so long
             ago.

Edith wipes her eyes, which have begun to water.

                         RICHARD
             What's wrong with our son?

We finally see into Richard's tormented eyes.  His question
clearly penetrates into Dr. Loomis' heart.  His eyes have
dark circles, too.

                         LOOMIS
             I'm trying to figure that out.

                         EDITH
             Will he ever be our Michael again?

Long beat.

                         LOOMIS
             I don't think so, Mrs. Myers.

                                                           64.


INT. SMITH'S GROVE SANITARIUM - OBSERVATION - DAY (1963)

Michael sitting across from Loomis at the table.  The
guard's eyes never leave Michael.  His hand grips a gun
tightly.

                         LOOMIS
             I'm going to see your parents
             again today.
                  (beat)
             They miss you.
                  (beat)
             ... just like they miss Judith.
                  (beat)
             Do you miss Judith?

PUSH IN to Michael's blank stare....

                                            DISSOLVE TO:

P.O.V.

From the second floor, we are looking down the staircase at
the front door.  The sunlight from Michael's room has turned
into darkness that can be seen through the windows in his home.

EXT. STREET - NIGHT

Another typical Haddonfield neighborhood.  Two-story homes
line each side of the street.  Large trees line both sides
of the quiet neighborhood.

Andrew's bicycle skids to a stop on a leaf-covered street.
Ben follows closely behind.  Andrew looks up to a street
sign.  It reads:  "MAPLE AVENUE".

                         BEN
             What now?

Andrew looks around.

ANDREW'S P.O.V. - NEIGHBORHOOD

A SMALL LIGHT flickers on and off.  Then, it happens again.
It keeps flickering.

                         ANDREW
             Over there.

EXT. HOUSE - NIGHT

Andrew is slowly walking down a small driveway.  Ben is
carefully following him.

                                                           65.


EXT. HOUSE - BACKYARD - NIGHT

The door to a FENCE squeaks open.  Andrew and Ben step
through into the yard.

ANDREW/ BEN'S P.O.V. - YARD

In the distance, a large tree.  A shed sits to the side.
Both are in complete darkness.  Then, they both turn to ...

A SMALL, FLICKERING LIGHT that's coming from the

GARAGE.  The garage is sitting right next to them.

INT. GARAGE - NIGHT

Andrew and Ben enter through a door on the side and quietly
shut the door.  It's complete darkness in here, too.  Ben
and Andrew can barely see each other.

                         BEN
             What was that...?

He takes a step forward.  As he does so,

A LIGHT illuminates RON'S FACE.  Ben grabs his chest in
horror, takes a step back.

                         BEN
             Shit.

                         RON
             I didn't think you guys would see
             me from out there.

                         ANDREW
             Ben, you know Ron.

Ben nods his head a little.

                         RON
             Yeah... we've met.  I gave him
             directions to...

                         BEN
             What are we doing here?

Ron turns around, shines the flashlight in back of him.  The
light shines on A GROUP OF FACES... all YOUNG BOYS.

                         RON
             We're gonna make our parents
             believe us this time.

                                                           66.


                         ANDREW
             What are we gonna do if we find him?

Ron shines the flashlight on a container of GASOLINE.

                         BEN
             Are you crazy??

                         RON
             No.  And, this is gonna prove
             we're not.
                  (beat)
             But, we gotta find him first.

Ron pulls something out from his pocket.  It's a piece of
white-lined paper with markings all over it.  It's obviously
a map.

                         RON
             We've been making this all night,
             putting a mark everywhere he's
             been seen.
                  (beat)
             He was first seen here...

He points to a line.

INSERT: BICKERSFIELD ROAD

Ron's finger traces the line through a series of other
lines, which represent different streets and neighborhoods.

                         RON
             He was last seen in this yard.

                         ANDREW
             Who saw him?

Ron points the flashlight into the group of kids in the back.
It shines on RYAN, one of the young boys.

                         RON
             Ryan lives in this house.  This
             is his garage.

                         ANDREW
             How long ago did you see him?

                         RYAN
             About forty-five minutes ago.

                         ANDREW
             What was he doing?

                                                           67.


INT. RYAN'S HOUSE - KITCHEN - FORTY FIVE MINUTES EARLIER

Ryan opens the refrigerator.  He takes out a glass jug of
milk.  He reaches for the cupboard, takes out a glass.  As
he's reaching...

A WHITE MASK begins to float by the kitchen window behind
him.  It stops at the window, looks in.

Ryan pours the milk.  He takes a huge sip of it.  He
finishes.  The glass is empty.  He turns around to put the
glass in the sink...

THE WHITE MASK is staring back at him.  He gasps.  The mask
strangely tilts to the side.  Ryan drops his glass to the
floor.  It bounces off his foot and lands on a soft rug near
the sink.  It doesn't break.  Ryan bends down in pain to
mend his foot.

Ryan stands up again.  The mask is gone.  Ryan scuffles to
the kitchen door.  He peeks through each window carefully.

RYAN'S P.O.V. - BACKYARD

Nothing.  The only movement comes from the ruffling of the
huge tree.

INT. RYAN'S GARAGE - NIGHT - PRESENT TIME

Ryan's face is lit up as if he's being questioned by the
police.

                         RYAN
             He just... disappeared.

Darkness falls on Ryan's face as the light turns to...

                         ANDREW
             Where'd he go?

The light shoots back to....

                         RYAN
             I don't know.

                         ANDREW
             People don't just disappear.

                         BEN
             Michael does.

The light finally dances to BEN'S FACE.

                                                           68.


                         ANDREW
             He's right.  Loomis shot Michael
             and the son of a bitch just got
             up and walked away.

INT. MYERS HOUSE - BASEMENT - NIGHT

Darkness and silence.  Suddenly, a DOOR slams open from
above.  A FIGURE stands at the top of the staircase,
shrouded in darkness, its face unseen.  It just stands,
waiting... watching.

OUR P.O.V.

As we begin our descent down old, rickety steps.  We stop at
the bottom and look around.

It's extremely dark.  A bit of MOONLIGHT provides at least a
little visibility.  We see another

DOOR

On a side wall.  We push it open.  It squeaks open easily.

INT. MYERS HOUSE - EMPTY ROOM - SAME MOMENT

CONTINUE P.O.V. as we look around the room.  Nothing is in
this room except for some old furniture.  Under the
furniture...

A BOX.

We SEE the FIGURE dragging the box into...

INT. MYERS HOUSE - BASEMENT - SAME MOMENT

RESUME P.O.V. as we look into the box to see OLD PHOTOGRAPHS.
We  begin to shuffle through them.

We pick one up.  It's a photo of the entire Myers family,
except for Laurie.  Richard, Edith, Judith and Michael.  All
together.

A piece of tape runs down the middle, as if the picture were
torn in half and pieced back together...

                                            DISSOLVE TO:

INT. SMITH'S GROVE SANITARIUM - HALLWAY - DAY (1965)

A NURSE is walking down a hallway with a clipboard.  She
passes by Loomis.  She gives him a distrusting look.  He
notices and gives her the same look.  She gives him a dirty
look.

                                                           69.


Loomis continues.  He stops at a ROOM.  He looks through the
small window.

INT. PATIENT'S ROOM - DAY

We see Loomis' mesmerizing eyes staring into the room.  PUSH
BACK to reveal that we are in Michael's room.  Michael is
now eight years old.  He's sitting on a wooden chair,
staring out a window.

Loomis disappears for a moment.  Then, the door opens.  A
guard is standing in front of the door with a key ring.  The
guard gives Michael a look.

                         GUARD
             If you need anything, I'm right
             out here.

                         LOOMIS
             Thank you.

The guard disappears, closing the door behind him.  Loomis
stays in his spot for a moment, watching Michael.  Michael
never turns to look at his doctor.  Loomis finally takes a
step.

He walks towards Michael's chair and sits on the window
ledge opposite Michael.

                         LOOMIS
             Do you have anything to say today?
                  (beat)
             I've known you for two years,
             Michael and I've never heard your
             voice.

Michael's eyes inhumanly stare out the window.  He never
even blinks.

                         LOOMIS
             I have to tell you something.

Loomis bends down towards Michael.

                         LOOMIS
             Michael, your parents were killed
             in an accident a couple of days
             ago.
                  (beat)
             I'm sorry.

Loomis looks down.  He puts his head in his hands, clearly
distraught.  He looks back up.  Michael hasn't moved an inch.
His expression is exactly the same.

                                                           70.


Not even one of his fingers has moved.

Looks reaches into his pocket, pulls something out -- A
PHOTOGRAPH.  We don't see exactly what the photo is yet.

                         LOOMIS
             I thought you might like to have
             this.

He hands it to Michael.  Michael doesn't take it.  Loomis
gives him a look.  Then, he gently places it on the floor in
front of Michael's chair.

                         LOOMIS
             Your parents loved you, Michael...
             even after what you did.  They
             always told me how much they
             missed you, how much they wish
             you would be...

Loomis realizes he became caught in the moment.  He looks at
Michael.

                         LOOMIS
             You're not even listening to me,
             are you?

Loomis gets up, fixes himself.  He walks towards Michael's
door.  He looks back one last time, then bangs on the door.
The GUARD lets him out.

INT. RYAN'S GARAGE - NIGHT

Ron has a MAP spread across a wooden table.  The flashlight
is pointed on the map.  The OTHER BOYS can faintly be seen
huddling around Ron.

                         RON
             He's obviously going this way.

He runs his finger through Ryan's yard on the map.

                         ANDREW
             But, he came from here and went
             that way first.

Andrew's finger runs in a particular direction, then goes
the opposite way.

                         RON
             So?

                                                           71.


                         ANDREW
             So, we don't know which way he's
             going just because he was going
             that way last.

                         RYAN
             I say we just forget about him.
             I... I mean... no one's gonna
             believe us, anyway.

Ron spins around, looks at Ryan like he's got five heads.

                         RON
             And, let our parents keep
             thinking we're making this shit
             up?  You saw him tonight.  What
             if he didn't leave?  What if he
             came into your house and killed
             you?  Do you want that to happen?

Ryan looks down, knowing Ron is right.

                         ANDREW
             I say we go after him.

Andrew pulls the map towards himself.  He starts pointing to
different neighborhoods.

                         ANDREW
             Who's got a cell phone?

A few of the boys say things like, "I do" and show them.

                         ANDREW
             Okay, two of us on every street.
             You see anything, you get on your
             phone and get everyone else.

                         RON
             Who carries the shit?

He nods to the gasoline.

                         ANDREW
             I'll take it.

Ron holds for a minute, contemplating.  Then...

                         RON
             Let's do it.

                                                           72.


EXT. RYAN'S GARAGE - NIGHT

The BOYS are exiting the garage.  They scurry through the
driveway and O.S.  Andrew quietly carries the container of
gasoline from the garage.  Ben is right behind him.

                         BEN
                  (softly)
             This is never gonna work.  You're
             gonna get us all arrested.

Andrew ignores Ben.  He sneaks down the driveway towards the
street.  Ben follows him.

EXT. STREET - NIGHT

In the distance, the OTHER BOYS are riding off on bicycles.
Andrew pulls his bike up from the ground.  He fastens the
gasoline container to the back.

                         BEN
             This is crazy.

Andrew finally looks at Ben, a fire burning in his eyes.
He's going to let Ben have it, but...

                         ANDREW
             You're not from here, you
             wouldn't understand.

Ben's expression proves this - he doesn't understand.  Ron
skids to a stop near Andrew and Ben.

                         RON
             You guys be careful.

Andrew and Ron look at each other like they share the same
story.  Ben looks at them like he knows he'll never understand.

                         ANDREW
             You take care of yourself, too.

Ron nods.  Then, he takes off.  Andrew hops on his bike,
prepares to leave.  Ben doesn't immediately follow.  He's
thinking about something.

                         ANDREW
             You coming or what?

Ben snaps out of it.  He hops on his own bike.

                         BEN
             Yeah.

                                                           73.


Andrew looks at him like he's a true friend.  Then, speeds
off into the night.  Ben follows.

                                            DISSOLVE TO:

INT. MICHAEL'S ROOM - EARLY EVENING (1965)

Michael's door opens.  The GUARD lets Loomis in, then closes
the door.  Loomis waits for a moment.  He watches Michael
from where he's standing.  He begins walking towards Michael.

                         LOOMIS
             I went to your parents' funeral
             today
                  (beat)
             I'm sorry you couldn't be there.

Loomis walks to the window, looks out.  The sun is beginning
to set in the distance.  The orange glow of the sun is
disappearing beneath a packing trees.

                         LOOMIS
             It's been a long time, Michael.
             Six years.. and, I still don't
             know why you killed your sister.
                  (beat)
             I think about it everyday.  I ask
             myself why a six year old child
             picks up a butcher knife and
             stabs his sister.  And, I still
             don't know.

Loomis turns around towards Michael, still staring blankly
towards the window.

                         LOOMIS
             I know you're listening to me,
             Michael.  You pretend you're not,
             but I know you can hear me.  So,
             why won't you answer me?

 Loomis' eyes drift down to the floor.  He begins to notice
something.

                         LOOMIS
             Dear God.

Loomis bends down and picks something up from the floor that
we don't see yet.

                         LOOMIS
             What have you done?

                                                           74.


He continues to stare at Michael, who has not moved a single
inch.  We finally SEE what Loomis has picked up -- A PHOTO
that's been torn into a hundred pieces.

We can see that the photo was Michael's family; Judith's
face smiling at us, Edith's eyes glowing (the rest of her
face torn),  Richard's arm around Edith and Judith... among
hundreds of other pieces.

Loomis looks up to Michael.  Something begins to change in
his expression.  No longer is he Michael's sensible doctor,
but now he is a true observer to the young boy's darkness
and evil.

                         LOOMIS
             You knew what you were doing when
             you killed her, didn't you,
             Michael?
                  (beat)
             Didn't you!
                  (beat)
             I've been trying to get through
             to you all these years, but you
             knew.
                  (beat)
             Why, Michael?
                  (beat)
             Why did you do it?

Loomis is beginning to finally lose his patience.  He's
becoming the Loomis of his later years.  He grabs onto
Michael's shirt.

                         LOOMIS
             Why?!

Michael hasn't moved an inch.  Loomis stares with disbelief
and shock into Michael's dark, uncaring eyes.

                         LOOMIS
                  (calmer)
             Why?

Loomis lets go of Michael.  He quickly pulls the hundreds of
torn pieces together and rises to his feet.

Loomis watches Michael for a moment, a repulsed expression
painted across his face.  He walks towards the door, but
turns back one last time...

                         LOOMIS
             God damn you.

Loomis bangs on the door.  The guard immediately opens it.

                                                           75.


                         GUARD
             Everything okay?

We can HEAR Loomis as the door is being closed...

                         LOOMIS
             He needs more security.

The door SLAMS.  Michael is now alone again.  We see his
face one last time.  He continues staring.  Even after
Loomis' words, his face is still etched into an expression
of stone, a complete lack of emotion.

INT. MYERS HOUSE - FRONT DOOR - DAY (1965)

Through the windows, we can see that it's a beautiful day
outside.  Cardboard boxes are scattered around the house.
White sheets cover the furniture.  All the pictures on the
wall have been taken down.  Someone is clearly moving away...

Dr. Loomis walks from another room.  He starts putting on a
long, trench coat.  He picks up a briefcase.  Richard and
Edith walk him to the door.  Loomis stops, looks deeply into
Richard's eyes, then into Edith's compassionately.

                         LOOMIS
             No one will ever know.  I promise.

Richard gives Loomis a sincere smile.

                         LOOMIS
             I thought you might like this back.

Loomis reaches into his coat, pulls something out.  It looks
like a photo.  He hands it Richard.

                         RICHARD
             Thank you.

Richard shakes Loomis' hand.  Loomis nods and smiles at
Edith one last time.  He leaves through the front door.
Richard closes it.  He is now alone with his wife.  Richard
turns the photograph over --

It's a picture of his family... Edith, Judith, Michael, and
himself.  The photograph appears to have been torn into a
thousand pieces and pieced back together from scotch tape.

Richard and Edith embrace.  Tears begin streaming.  They
both fall to their knees at the front door.

                                            DISSOLVE TO:

                                                           76.


INT. MYERS HOUSE - NIGHT (PRESENT TIME)

A PAIR OF HANDS hold the photograph of the Myers family.
The same photo a young Michael once tore up and the same
photo Loomis returned to his parents before their departure.

EXT. STREETS - NIGHT

Andrew and Ben are riding their bicycles side by side.
They're speeding towards nowhere in particular.  Andrew
looks back, notices that the container is slipping through
the rope he secured it with.  He stops.

                         ANDREW
             Damn it.

Ben looks at Andrew like he wants to ask him something but
he's afraid.  A few moments, then...

                         BEN
             What did you mean when you said I
             wouldn't understand?

                         ANDREW
             Nothing.  Never mind.

                         BEN
             Come on, I wanna know what you
             meant.
                  (beat)
             I want to understand.

Andrew is ready to brush Ben off.  Then...

                         ANDREW
             You saw the site.  You know how
             many people Michael killed around
             here.  People that had families.

                         BEN
             Did... you know someone Michael
             killed?

He stops.  Long beat.  He's giving in... then...

                         ANDREW
             We better get going.

He hops on his bike again, takes off.  Ben watches him for a
moment, disheartened, then follows.

                                                           77.


INT. MYERS HOUSE - SECOND FLOOR HALLWAY - NIGHT

The house is quiet.  Peaceful.  The only sounds are the
distant memories of the Myers family who once lived behind
these walls, and Michael... who once haunted this place many
years ago as a child.

Then, another SOUND... as if something were BANGING on the
hard floor downstairs.  It happens every few seconds.

INT. MYERS HOUSE - FIRST FLOOR - NIGHT

From this perspective, we can see the entire house.  The
living room.  The family room.  The dining room.  Silence.
Then... BANGING... on the hard floors once again.  Then, we
finally see what is making the noise...

A CANE

That SLAMS into the floor again.  It's an old, wooden cane,
extremely heavy in texture.  We PULL UP to see...

DR. LOOMIS

His face is old and tired.  This is the Loomis we know...
the Loomis that pursued Michael for his entire life.  The
Loomis that literally offered his life to stop Michael time
and time again.

HOLD on Loomis' face for a moment, watching...then..

                         LOOMIS
             Michael...?
                  (beat)
             Have you come home?

Loomis waits for a moment.  Then, he starts walking.  The
cane rises again, smashes against the floor again as he walks.

                         LOOMIS
             I've been waiting for you, Michael.

Loomis' seasoned voice echoes through the house as he CALLS
OUT.

                         LOOMIS
             You've been busy, haven't you?
                  (beat)
             You've killed them all.  Now,
             you've come home.

At the top of the staircase, we see BLACKNESS.  Then, a
WHITE TEXTURE begins to form in the darkness.

                                                           78.


It appears as a ghostly apparition floating through the
shadows of the upstairs hallway.

It remains for a moment, then floats backwards,
disappearing... but, we know it's still there... waiting...
listening.

Loomis stops at the bottom of the staircase, looks up.  He
knows he's not alone by his expression.  His cane rises
again, BANGS into the first step.  He starts ascending the
old staircase.

                         LOOMIS
             It's over, Michael.  They're all
             dead.
                  (long beat)
             Have you come home to rest?

Loomis' cane passes over the broken steps.  He doesn't look
down at the steps, almost as if he knows the house so
intimately that he doesn't need to.

INT. MYERS HOUSE - SECOND FLOOR - NIGHT

A dark hallway.  The entrance to the staircase can be seen.
The cane SLAMS onto the second floor from the staircase.
Loomis appears, a fearless look on his face.

LOOMIS' P.O.V. - HALLWAY

Darkness and silence.  All of the bedroom doors are open.

BACK TO SCENE as Loomis begins walking.  The SOUND of the
cane begins echoing once again.

                         LOOMIS
             Aren't you here, Michael?
                  (beat)
             I know you've come home.

Loomis walks by a bedroom.  In the b.g., we see...

SOMETHING WHITE

Hiding in corner, shrouded by darkness.  Loomis stops in
front of the bedroom.  He almost turns, but doesn't.  The
WHITE MASK doesn't move.  It watches Loomis.

                         LOOMIS
             Are you afraid, Michael?

Loomis stops at the doorway to...

JUDITH'S BEDROOM

                                                           79.


He stares into it, almost replaying Judith's murder in his
head.  Long beat.

                         LOOMIS
             I have memories in this house,
             too, Michael.

In back of Loomis, the WHITE MASK begins to slowly form in
the darkness of the hallway.  It stands in back of Loomis
quietly, patiently.  Loomis remains where he is.  Long beat,
then...

                         LOOMIS
             I knew you came home.

Loomis slowly turns around, completely devoid of fear.  He
stares up to Michael, who does not tower over him as much as
he once did.

                         LOOMIS
             You've killed them all.  Judith,
             Laurie...
                  (beat)
             Her son.

The Shape's head tilts at the mention of his nephew.
Loomis' mesmerizing stare turns to the side.  The Shape's
head turns and follows Loomis' gaze to...

A BEDROOM we haven't visited yet.  Nothing is in this room
except for a WOODEN CHAIR in the corner.  It's facing a wall.
PUSH CLOSER to the chair as we...

                                            DISSOLVE TO:

THE BEDROOM

Not long ago.  Sunlight shines into the room through nearby
windows.  But, we can HEAR someone sobbing like a child.  We
finally come to see that it's...

JOHN TATE, son of Laurie Strode, sitting in the small,
wooden chair.  John is now in his early twenties, but his
eyes are darkened and tears are rolling down his face.  He
pulls something towards the side of his head... A GUN.  He
sobs one last time, then...

A SINGLE BLAST fills the SCREEN.  John's body slumps over.
His blood has splattered across the wall behind him.

PUSH DOWN to a NEWSPAPER that gently slips from John's leg.
It floats to the cold floor.  We SEE that the HEADLINE reads:

"Survivor of 1978 Halloween Massacres Murdered"

                                                           80.


A photo of LAURIE STRODE accompanies the headline.  John's
blood has also splattered across the article beneath the
headline and photo.

                                           DISSOLVE BACK TO:

MICHAEL'S BEDROOM - PRESENT TIME

The chair John sat in is empty.  The sunlight is gone.  It
has now returned to the darkness of the October night.

We see that

THE SHAPE

Has come into...

INT. MYERS HOUSE - MICHAEL'S BEDROOM - NIGHT

The Shape is standing in front of the chair.  John can
almost be seen sitting there, crying out for his mother.
Just above the chair, his blood has stained the old walls.

In the distance, we HEAR Loomis' cane smashing against the
hard wood floors from O.S.  It stops directly behind The
Shape.  We see that Loomis has followed The Shape.

                         LOOMIS
             There's no one left.  You can
             rest now.

The Shape slowly turns around.  Through the darkness... we
see THE SHAPE'S MASK.  It remains frozen for a moment, then
tilts... curiously.

GRADUALLY PULL BACK to SEE The Shape standing face to face
with the spirit of his childhood doctor... and the man who
once tried to stop him.

EXT. STREET - NIGHT

Andrew and Ben are speeding down the street.  Although they
are riding together, they're clearly without words.
Andrew's CELL PHONE rings.

Andrew stops in the middle of the street on his bike.  Ben
stops behind him.  Andrew pulls the cell phone from his
pocket.  It's still RINGING.  He looks at it almost like
he's afraid to answer it.  Have they found MICHAEL?  He
looks at Ben... who has the same expression.

                         BEN
             You want me to answer it?

                                                           81.


                         ANDREW
             No.
                  (beat)
             I got it.
                  (into phone)
             ... yeah?
                  (long beat; listening)
             Okay.  We'll be there in five
             minutes.
                  (beat)
             Bye.

He holds the phone, almost forgetting it's in his hand.

                         ANDREW
             They got him.

                         BEN
             Are you sure you want to do this?

Andrew looks down at the CONTAINER OF GASOLINE.

                         ANDREW
             We have to stop him.

                         BEN
             There are other ways.

                         ANDREW
             No... there aren't.

                         BEN
             I'll tell my parents about the cave.

                         ANDREW
             They won't believe you.  They
             never do.
                  (beat)
             We have to do this ourselves.
             Without our    parents.

Andrew pockets his cell phone.  He prepares to leave, but
looks back to Ben...

                         ANDREW
             You can go home if you want.

Long beat.  Then...

                         BEN
             I'll stay.

Andrew gives Ben one last look, then speeds off.  Ben waits
for a moment, thinking about his decision.  Then, he follows.

                                                           82.


EXT. DIFFERENT STREET - NIGHT

Ron is holding a cell phone.  He stares at it the same way
Andrew stared at his.  He turns around to...

THE GROUP OF BOYS

One of the boys steps forward.

                         BOY
             What now?

Ron turns away from him, a pained look on his face.  Then,
he turns back to the boy.

                         RON
             Go home.

                         BOY
             What?

                         RON
             You guys are gonna get in trouble.
             Go home before your folks find
             out you're not in your rooms.

                         BOY
             Are you kidding?  After we helped
             you find this son of a bitch all
             night?

Ron walks close to the boy, a look of respect in his eye.

                         RON
             What you did tonight... all of
             you...
                  (beat)
             Thank you.
                  (beat)
             But, there's no need for all of
             us to get in trouble.  You guys
             don't deserve it.
                  (beat)
             I'll take the heat.

Ron turns away from the group.  The boy he was standing in
front of watches him, a look of disbelief in his eyes.  He
finally turns around and walks away.  In the b.g., the other
boys are shuffling away on their bikes as well.

                                                           83.


EXT. HOUSE - BACKDOOR - NIGHT

A door SQUEAKS open.  NICK, a young boy around Ben and
Andrew's age opens it.  He puts his finger to his lips like,
"Shhhh".  Andrew and Ben sneak inside.

INT. HOUSE - LIVING ROOM - NIGHT

NICK'S FATHER is sleeping on the couch.  A TELEVISION set is
on.  It flashes across the dark room.

Nick quietly sneaks through the living room.  He watches his
father carefully.  In back of him, Andrew and Ben, who watch
even more carefully.  A million seconds later... they pass
by him.

INT. NICK'S BEDROOM - NIGHT

The room is extremely dark.  To the side, a huge window.  In
front of the window, a TELESCOPE.  Nick's bedroom door
opens... Nick enters with Andrew and Ben.  Standing in the
corner, RON.  He steps from the shadows.

                         ANDREW
             Where's everyone else?

                         RON
             I told them to go home.

                         ANDREW
             Why?

                         RON
             No need for them to get in
             trouble, too.  It wasn't their plan.

                         ANDREW
             We're not gonna get in trouble.

                         BEN
             What are we doing here?

                         NICK
             Over here.

Nick walks over to the telescope.

                         NICK
             Look in through this.

Andrew bends down, looks through the telescope...

ANDREW'S P.O.V. - THROUGH THE SCOPE

                                                           84.


We see...

THE MYERS HOUSE

Across the street.

                         NICK(O.S.)
             Move up to the first window on
             the second floor.

OUR P.O.V. follows Nick's directions and moves to the...

WINDOW that Nick described.

                         ANDREW(O.S.)
             I don't see anything.

                         NICK(O.S.)
             Look closer.

OUR P.O.V. PUSHES IN closer.  Darkness again.

                         ANDREW(O.S.)
             I still don't see any --

CONTINUE P.O.V as our eyes finally focus enough to see...

A WHITE MASK glowing in the middle of the dark room.  But,
it's not looking out the window, it's looking the opposite way.

                         ANDREW(O.S.)
             Michael.

P.O.V. moves THROUGH THE SCOPE... into...

INT. MYERS HOUSE - MICHAEL'S BEDROOM - NIGHT

The chair is facing against the dark wall.  We see two feet
planted against the cold floor.  PULL UP to see A BODY,
sitting... silently, calm.  MOVE UP even more to finally see...

THE SHAPE'S MASK

Staring straight ahead at the wall.  The wall begins to...

                                            DISSOLVE TO:

INT. SMITH'S GROVE - OBSERVATION - DAY - FLASHBACK

DR. LOOMIS is sitting next to a YOUNG MICHAEL MYERS.
Michael is looking down.  Loomis is staring at him.

                                                           85.


                         LOOMIS
             One day, Michael, you'll realize
             what you've done.  And, you'll
             remember it for the rest of your
             life.  You think it will go away.
                  (beat)
             It won't.

                                           DISSOLVE BACK TO:

INT. MYERS HOUSE - MICHAEL'S BEDROOM - NIGHT (PRESENT TIME)

The bedroom wall.  It has become the canvas for all of
Michael's thoughts... his memories.  He stares at it.  We
can no longer SEE what he is staring at.

INT. NICK'S BEDROOM - NIGHT

Andrew steps away from the telescope, a terrified look on
his face.

                         ANDREW
             It's him.

                         RON
             Let's burn the bastard in his own
             house.

                         NICK
             Burn his house down??

                         ANDREW
             They should have done it years ago.

Nick and Ben look at each other like these two are a little
crazy.

EXT. MYERS HOUSE - NIGHT

Andrew, Ron and Ben are sneaking towards the old house.  Ron
is carrying the can of gasoline while Andrew is holding a
bag, its contents unknown.  Ben isn't carrying anything.

They hide in some bushes near the side of the house.  Ron
rests the container on the ground.  Their VOICES are hear no
louder than a whisper...

                         RON
                  (to Andrew)
             Don't bang too loud.  Do it
             little by little.  I don't care
             if it take us all night.
                         (MORE)

                                                           86.


                         RON (CONT'D)
                  (beat)
             I'll take the front, you take the
             back.
                  (to Ben)
             Anything happens, you have my
             phone... you know what to do.

Ben looks at the phone, then back at Ron.  He nods.

Andrew opens the bag.  We SEE inside -- a few HAMMERS and
boxes of NAILS, along with other tools... just in case.

                         RON
             Meet back here in fifteen minutes.

Andrew nods again.  Ron grabs a hammer and a couple of boxes
of nails.  He looks at Andrew one last time, then runs off.
Andrew grabs a hammer and some nails.  He takes one long,
deep breath.  He looks at Ben, a look of true fear on his face.

                         BEN
             Be careful.

Andrew gives a, "you too" look, then runs off.

INT. MYERS HOUSE - MICHAEL'S BEDROOM - NIGHT

The Shape remains completely motionless, as if he isn't even
alive.  He continues staring at the wall in front of him.

EXT. MYERS HOUSE - BACKDOOR - NIGHT

Andrew quietly sneaks towards the backdoor.  He slowly
inches himself toward the backdoor.  He peeks around the
corner...

ANDREW'S P.O.V. - THROUGH WINDOW

We can see a little of the house.  The kitchen... the dining
room.  It's quiet.

BACK TO SCENE as Andrew breathes a sigh of relief.  He grabs
a piece of wood, places it over the window.

EXT. MYERS HOUSE - FRONT DOOR - NIGHT

Ron is holding a nail with one hand.  In the other hand, a
hammer.  He gently TAPS on the hammer, sending the nail into
a wooden board inch by inch.

                                                           87.


EXT. MYERS HOUSE - BACKDOOR - NIGHT

Andrew lightly taps his hammer into a nail one last time.
The nail doesn't go in all the way.  He looks at it,
inspecting it carefully.  He doesn't tap it again.

He grabs another nail, places it against the front of the
wooden board.  He raises the hammer one final time.  He
swings it forward, but the wooden board cracks down the
side, sending the front of the hammer into the...

DOOR WINDOW

It SMASHES into a thousand pieces.

EXT. MYERS HOUSE - BUSHES - NIGHT

Ben pulls himself up halfway at the SOUND of GLASS SHATTERING.
Ron hurries from the front door towards the bushes with the
hammer.  Their voices remain quiet...

                         RON
             What the hell was that??

INT. MYERS HOUSE - MICHAEL'S BEDROOM - NIGHT

The Shape's head finally turns away from the wall.  Did he
hear something?

EXT. MYERS HOUSE - BACKDOOR - NIGHT

Andrew is standing over the broken glass, the hammer still
raised in the air.

                         ANDREW
             Fuck.

INT. MYERS HOUSE - STAIRCASE - NIGHT

P.O.V. as we slowly walk down the old, creaky steps.  HEAVY
BREATHING begins...

EXT. MYERS HOUSE - BUSHES - NIGHT

Ben and Ron are hidden under some thick, heavy bushes.
Andrew hurries through the darkness towards the bushes.  He
quickly drops to the ground with Ben and Ron.  They continue
to speak in WHISPERS...

                         RON
             What happened?

                         ANDREW
             I broke a window.

                                                           88.


                         RON
             You think he heard it?

INT. MYERS HOUSE - LIVING ROOM - NIGHT

P.O.V. - WINDOW

The window is mostly boarded up, but we can see through a
small opening out to the...

FRONT YARD

No one is there.  Not even a single leaf moves through the
yard.  It's as quiet as it can be.

EXT. MYERS HOUSE - BUSHES - NIGHT

The three boys remain where we last saw them... clearly
afraid to make the next move.  Finally...

                         RON
             We gotta do it now.

Andrew waits for a minute.  Is he backing down?  Ben
notices... and takes the opportunity...

                         BEN
             Andrew, let's just call the cops.
             We know he's in there.  He can't
             go anywhere.  They'll come and
             get him.

Andrew now APPEARS to have second thoughts.  Ron's losing
him.  Then...

                         RON
             You know what'll happen.  You
             think they're really gonna bring
             him in?  You know what he did to
             the Police Station...

Andrew's face immediately shoot to Ron's.  A fire is now
burning in Andrew's eyes at the sound of the Police Station
massacre.  Ben notices.

PUSH IN to ANDREW'S FACE...

                                            DISSOLVE TO:

INT. HADDONFIELD POLICE STATION - NIGHT (1988)

We hear SLASHING over and over.  Then, GUNFIRE.  We hear the
SCREAMS of POLICE OFFICERS every few seconds.

                                                           89.


MOVE DOWN to...

A POLICE OFFICER backed against the wall.  His face is
carved into a horrific, terrified expression.  In front of
him, the mutilated corpses of DEAD POLICE OFFICERS.  He
grinds his teeth at the sight.

Through the darkness, a DARK SHAPE begins to appear.  It's
WHITE MASK glows down at the cop.  He tries to reach for his
GUN.  The figure kicks the gun away.

                         OFFICER
             Go to hell, you bastard.

A burned, scarred HAND reaches down and pulls the cop by his
hair.  He SCREAMS in pain.  The figure holds the cop for a
second against the wall.  Then, he RAMS a huge BUTCHER KNIFE
into the cop's abdomen, impaling him into a nearby wall.

The cop gasps for a few seconds.  Blood begins to trickle
from his mouth.  He stares towards the dark figure for a few
more seconds.  Then, he dies.

We MOVE IN closer towards his eyes...

                                           DISSOLVE BACK TO:

EXT. MYERS HOUSE - BUSHES - NIGHT

RON'S EYES.  Staring... remembering.  He slowly turns to Ben.

                         ANDREW
             We have to do this.

                         BEN
             No, you don't.

Andrew grabs the handle to the gasoline container.

                         ANDREW
             Someday, you'll understand.

His eyes remain locked on Ben, hoping for some type of
blessing.  It doesn't come.  He looks at Ron... then nods.

Andrew gets up, scurries towards the house with the
container.  Ron waits behind for a moment.  He looks deeply
at Ben...

                         RON
             He's wrong.
                  (beat)
             You'll never understand.

                                                           90.


Ron pulls himself from the bushes, hurries after Andrew.
Ben remains where he is, deeply hurt.

EXT. MYERS HOUSE - SIDE - NIGHT

Andrew and Ron are leaning against the house.  Andrew is
tightly gripping the container.  They look at each other as
if they don't know who should pour the gasoline.  Finally...

                         RON
             You do it.  You've got more of a
             reason than me.

Beat.

                         ANDREW
             Cover me.

INT. MYERS HOUSE - FAMILY ROOM - NIGHT

P.O.V.

We are steadily walking.  We come to another window.  We
look through a small crack to see...

THE SIDE of the house.

The bushes ruffle in the gentle wind.  No one is around.

EXT. MYERS HOUSE - SIDE - NIGHT

Andrew begins pouring GASOLINE from the container.  He keeps
close to the house as he walks along the side, pouring the
liquid onto the base of the house.  Ron is following closely
behind, looking in every direction.  Just above them...

A WINDOW

A PAIR OF DARK EYES are glaring out.  MOVE DOWN to...

ANDREW and ROB directly under the window.  They can't see
the eyes... and the eyes can't see them.

INT. MYERS HOUSE - KITCHEN - NIGHT

P.O.V.

We step through a doorway into the kitchen.  Directly in
front of us, the

BACKDOOR

Which leads outside.  Thousands of pieces of

                                                           91.


SHATTERED GLASS

Cover the kitchen floor near the door.  We stop for a
moment, stare at the broken glass.  We MOVE up to see that
something is covering the window.

EXT. MYERS HOUSE - OTHER SIDE - NIGHT

Andrew and Ben sneak along the side of the house with the
container of gasoline.  They wait for a moment, catching
their breath.  They nod at each other as if they both know
they can't wait too long.  Andrew begins pouring the
gasoline along this side of the house.

EXT. MYERS HOUSE - BUSHES - NIGHT

Ben is still hiding in a thick covering of bushes.  He's not
making a sound.  He's watching the house like a hawk.  To he
side, we SEE Andrew and Ron.  They're on our side now.

The house is completely silent.  Then... the wooden board
Andrew placed over the door window BANGS outward.  Ben's
eyes race toward the movement.  Then, it happens again.  Ben
watches for a moment... nothing happens.

EXT. MYERS HOUSE - SIDE - NIGHT

Andrew is walking along the side of the house, although
hunched over with the gasoline container.  Ron is standing
up, following him.  They pass by a window.  A board is
covering the window.  Through a tiny space...

THE SHAPE'S EYES

Are staring out.  Ron glances towards the window.  The eyes
suddenly disappear.  Ron SEES it.

                         RON
             I saw him!  Hurry up!

Andrew starts walking faster with the container.  As they
leave the window, they HEAR someone BANGING on the board
covering the window.

Andrew starts splashing gasoline all over the house, not
even caring where it lands.  Ron paces around anxiously.

                         RON
             Hurry!

The wooden board on the side of the house begins to PUSH
OPEN as HEAVY BANGING forces the nails to pull from the wood.
Ron runs along the side of the house, splashing gasoline
everywhere.  Ron stops Andrew, grabs his wrist.

                                                           92.


                         RON
             That's enough!

Andrew won't stop.

                         RON
             Come on!

He pulls Andrew away from the house.  They run away, the
container still in Andrew's hand.

EXT. MYERS HOUSE - BUSHES - NIGHT

Andrew and Ron slide through the heavy brush towards Ben.
They're clearly shaken up and terrified.

Then, they see it -- the board beginning to break loose from
the window.  Ron grabs a hammer, runs towards the house.

THE SHAPE'S HAND begins to reach out from inside he house.
It's pulling the side of the board off the house.  Ron
SMASHES The Shape's hand with the hammer.  The Shape pulls
his hand back inside.  Ron turns around to Andrew and Ben...

                         RON
             Give me the matches --

The Shape's HAND storms through the side of the board that
was breaking free, wraps around RON'S THROAT.  The Shape
pulls Ron towards the house.  He's gasping for his life.  He
drops the hammer to the ground.

Andrew runs from the bushes, grabs the hammer.  He turns it
over to the side with two razor-sharp edges.  He starts
slashing into The Shape's scarred hand.  It starts bleeding
profusely.  Then, it lets go.  Ron falls to the cold ground,
gasping.

Andrew pulls Ron from the house.  They stand out of The
Shape's reach.  Ron remains on the ground, trying to catch
his breath.  Andrew watches the window.  The wooden board is
dangling from the side of the house.  Finally, it drops to
the ground where Ron fell a few moments ago.  We now see...

INSIDE THE HOUSE

The Shape, shrouded in darkness, standing... watching.
Motionless.  Andrew can't believe his eyes.

CLOSE: BEN'S FACE

He stares at The Shape in disbelief from the bushes.

                                                           93.


Andrew regains himself.  He reaches down for the can of
gasoline.  He picks it up, swings it back and propels it
through the air towards

THE WINDOW

It smashes through the remaining piece of wood.  A trail of
gasoline spills out as the container is in mid-air.  The
container lands at The Shape's feet.  He doesn't move.

Andrew shuffles through his pockets, never taking his eyes
off The Shape, who hasn't moved an inch.  He pulls out

MATCHES

He holds them up high in the air.  A sadistic smile begins
to form on his face as he lights a match.  He slowly lifts
the match high in the air, holds it for a moment.  Then, he
tosses it...

THROUGH THE WINDOW

An eruption of FIRE ascends from the floor up towards the
ceiling.  The Shape stands in back of the fire, watching...
fearless.  A small stream of FIRE races from the window,
catches the side of the house and EXPLODES outward.

Andrew watches white house turn into a bright, orange glow
as the fire quickly spreads from the side towards the roof.
Ron crawls across the cold ground to the...

BUSHES

He rolls over on his back.  Ben pulls himself closer to Ron,
helps him.