Night Feeder

An Original Screenplay

Albert C. Blackwell

WGAw. Inc. # 804166

Warning:

This intellectual property is copyrighted and on file at the U.S. Patent Office, and is registered with the Writers Guild of America West (WGAw). This script is displayed for your personal reading pleasure only, and my not be performed, copied, distributed, or sold in any portion/part or in whole, in any country, in any language, in any language, and in/on any and all media forms; manually, digitally, electronically, or optically. Doing so "will" result in sever legal action under international copyright laws and agreements. Thank you for respecting my rights and property. Hope you enjoy the read.

FADE IN:

EXT. CHICAGO, ILLINOIS -- 1935 -- EVENING

High above, CHICAGO is a sea of glimmering lights, cityscape, and water beneath a full moon.

DATE BAR: "CHICAGO GHETTO, 1935"

EXT. 211 S. VINEYARD STREET -- THE GHETTO

This is the ass-end of the city--an austere concrete jungle. Every thing here is shit. Age and neglect have taken their toll in the melting pot of a city swelling at the seams.

Tiny stores, markets, restaurants, and bars are wedged into nooks and crannies in and around the shoulder-to-shoulder brownstone apartment buildings and turn-of-the-century industrial buildings that are decaying.

S. Vineyard is an austere, FOGGY street, lined with brownstones. There are tall garbage heaps in alleys and on curbs. Old and broken down cars sit rusting away along the street; shelter for street people.

Usual ghetto minutia (O.C.); BABIES CRYING, FAMILY SPATS, DOGS BARKING, etc.

A street sign reads: "200 S. VINEYARD AVE"

A WINO lies PASSED OUT on the bus stop bench, arms wrapped around a bottle of wine sacked in a brown paper bag.

BILLY-THE-MOUSE, another bum, bearded, strange HEX SYMBOLS drawn on his face, approaches the drunk on the bench. He looks around like someone might actually give a shit what he's up to.

Etching closer, with the stealth of a pickpocket, he STEALS the Wino's BOTTLE and darts across the street and into a BLIND ALLEY.

Hauling ass, Billy turns into his alley--a dead end; formed by two large brick buildings and A BOARD FENCE that closes off the alley. Walls and fence are decorated with strange HEX SYMBOL GRAFFITI drawn in charcoal. Along Vineyard street, STEAM rises in clouds from street drains.

Flames of a hot FIRE lick the insides of a rusty 50 gallon DRUM. Billy stops at it catching his breath and warm himself.

EL WHISTLE (V.O.).

ANGLE ON EL TRESTLE CROSSING S. VINEYARD NEARBY:

LOUD as an EARTHQUAKE, an EL suddenly ROARS across the TRESTLE, its exhaust stack bellowing BLACK SMOKE. Seconds pass, it vanishes, sound fades (V.O.). Silence returns.

The street is lined mostly with brownstones, but on the right side, left to right, TWO BROWNSTONE APARTMENT BUILDINGS, GENO'S DELI, another blind alley [leading to the MAJESTIC HOTEL, [a crime Syndicate joint],a GRAVEYARD, and access to the rear stoop/door of 211 Brownstone]. On right side of alley is the BARLOW BUILDING [defunct sewing factory] and JAKE'S BAR & GRILL, under left half of 211 Brownstone. TWO MORE BROWNSTONES.

ANGLE:

Affixed to the 2d floor of the brownstone is a red and white FLASHING NEON SIGN "JAKE'S BAR & GRILL." Grill is below.

In the window, a neon BLUE RIBBON BEER CLOCK shows 9:30 [P.M.].

CUT TO:

EXT. BILLY-THE-MOUSE'S BLIND ALLEY -- CONTINUOUS

NOTE: Most of this scene is told using shadows projected by the fire barrel.

BILLY is gulping down the stolen wine and warming himself by the FIRE DRUM.

There's a strange CLACKING noise approaching behind him. His eyes round white, expecting to find some unwanted company.

He cautiously slides a SWITCHBLADE KNIFE from his front pocket. Presses the button and BLADE flies out. He SPINS AROUND to confront the intruder.

He sucks air, FREEZES--terrified; mindlessly DROPS the KNIFE, then the BOTTLE [SHATTERS]. He staggers back slowly, mouth gaping, so scared he's TREMBLING.

BILLY-THE-MOUSE

(gasps))

Fuuuuck me.

Billy spins to run, but stumbles in a pot hole, smashing his face; nose and lips bleeding. In unbridled panic, he's trying to get up, his feet sliding on the wet brick pavement.

SHADOWS:

The SPIDER MONSTER is projected on building walls on both side of the alley, closing in on its prey, its spider anatomy well defined, but the shadow appears as if a naked human is clinging to its back, perhaps riding, but the two anatomies seem melded into one body; human limbs, one large head, spider's abdomen, and huge, spindly legs; the human legs dangling in the air behind it.

BILLY-THE-MOUSE (O.S.) (CONT'D)

Oh...God. Not me. Get out of here.

Billy rolls on his back, fishes a rat-bones necklace from around his neck...SHAKES it at the creature like a witch doctor. SHAKES IT AGAIN--harder.

BILLY-THE-MOUSE (CONT'D)

(chants)

Shaloo maloo mi dah. Shaloo maloo mi dah.

The creature approaches.

BILLY-THE-MOUSE (CONT'D)

(losing faith fast)

Come on--Work dammit. Shaloo maloo mi dah. Shaloo maloo mi dah.

Again, no magic.

BILLY-THE-MOUSE (CONT'D)

Goddamned lying Gypsy bitch.

(looks up, pales)

The creature dwarfs Billy, towering over him as it savors the kill.

Creature's face unhinges, FLYING OPEN like two doors, exposing a DEEP GULLET.. It's hidden FANGS JACKKNIFE out of it's ORIFICE and lock into place.

BILLY-THE-MOUSE (CONT'D)

(screams)

SHADOW IMAGES: The beast snatches BILLY off the ground; arms swinging, legs kicking wildly, and IMPELS BILLY in the GUT with its FANGS.

Billy's body goes LIMP in the creature's grasp.

The creature rocks back on its two human legs and begins SPINNING Billy's CORPSE in its spider legs. Within SECONDS, Billy was COCOONED like a captured insect.

CUT TO:

EXT. 211 S. VINEYARD -- SIDEWALK

JAKE'S BAR & GRILL CLOCK: 10:15 [P.M.].

CHARLIE FAGAN [late 70s] walks past Jake's Bar in a GIMPY GAIT; ragged overcoat and felt hat. There's a CHRONIC SQUEAK in one of his shoes and he carrying a small brown bag.

TWO WOMEN walk past: He politely tips his hat. They ignore him like the plague.

Charlie flips them off. He stops in front of JAKE'S BAR & GRILL window and GLANCES at the SECOND FLOOR, mainly at BOSSLEY'S [building's super] APARTMENT WINDOW. The lights are still on in the apartment.

CHARLIE FAGAN

(mutters)

Damn, he still awake. Bastard's got ears like a dog, too. Better go in the back way.

Charlie saunters off into the blind alley beside the Barlow Building.

Ahead and to his left is the MAJESTIC HOTEL's main entrance and circular drive. To its right, its COVERED DELIVERY RAMP. At the end is the graveyard archway. A brick and wrought iron archway sign over a gravel drive entrance reads "EAST BRIDGE CEMETERY."

A black limousine suddenly turns into the alley behind Charlie; its headlights GLARING. He steps aside as the limousine passes.

The LIMO pulls up to the hotel entrance. THREE SUITED MEN, [GANGSTERS] pistols drawn, escort a WELL-DRESSED SUITED MAN IN A FUR COAT down, ushering him into the limo.

The LIMO EXITS the alley FAST.

Charlie ignores them--turns onto a concrete walkway, behind Barlow Building, leading to the BACKDOOR of 211 BROWNSTONE. With the stealth of a robber, opens the screen door and lets himself in to the back porch..

INT. BROWNSTONE - FIRST FLOOR -- NIGHT

Charlie creeps past the kitchen, down the hall, and climbs the stairs to his apartment [1B], his shoe SQUEAKING.

INT. BUILDING SUPERINTENDENT MR. BOSSLEY'S APARTMENT

BOSSLEY, 40ish, beer-hound heavyweight in a sweat shirt, slouched in his tattered chair close to the radio; listening to "EDGAR BERGEN and CHARLIE McCARTHY.

INSERT (V.O.): 1935 STOCK RADIO SHOW AMOS'N ANDY ...breaking for a COMMERCIAL.

RADIO ANNOUNCER (V.O.)

...and now, here is a word from our sponsor...

INSERT (V.O.): RADIO COMMERCIAL.

BOSSLEY hears Fagan's SQUEAKY SHOE. Gets up, turns down the volume. He cracks the door...listens again...sly smirk.

BOSSLEY

(under breath)

Got'cha, you old fart.

Closes the door, turns RADIO UP, sits down wearing a shit-eating grin.

RADIO ANNOUNCER (V.O.)

...and now, we return for the conclusion of Amos'n Andy.

INSERT (V.O.): CONCLUSION OF AMOS'N ANDY RADIO SHOW

INT. UPSTAIRS HALL - OUTSIDE CHARLIE'S APARTMENT DOOR -- CONTINUOUS

Charlie removes a SLIP OF PAPER wedged in the door jamb. SQUINTING, he reads it through cracked eye glasses.

CHARLIE FAGAN

Bastards--cut my power again. Well, don't matter now anyway.

He enters his apartment.

INT. CHARLIE'S APARTMENT -- CONTINUOUS

The ambient room light is from JAKE'S BAR & GRILL NEON SIGN spilling through the front windows.

Charlie shuffles through, into the kitchen.

TINA, his cat, suddenly appears, MEWING, escorting him.

CHARLIE FAGAN

Hi, Sweety. You always know when I got food, don't you, girl?

INT. CHARLIE'S KITCHEN - CONTINUOUS

Charlie fishes a CANDLE from a cabinet drawer, strikes a kitchen match, fuses it to the bottom of a used tin can, and sets the candle on the table.

Tina LEAPS onto the table as he fishes a bottle opener from the drawer.

Charlie sits, takes tobacco bag and rolling paper from his overall pocket, and rolls a cigarette. He lights it off the candle while Tina sits on the table patiently.

He removes a bottle of BEER from the bag, pops the CAP off the bottle and gulps a drink.

CHARLIE FAGAN

(to cat "Tina")

Lets get these sardines open so you can eat.

He takes a TIN of SARDINES from the brown bag, removes winding key attached, and TWISTS/ROLLS the top off.

Charlie notices the bedroom door is CLOSED over his shoulder, turns back to the table.

CHARLIE FAGAN (CONT'D)

I never close that door. Goddamned Bossley's been sneaking around again.

(lays sardine on bag)

Here you go, Honey. Better enjoy. Lester fired me from the market tonight. Said he can't afford me no more--sorry fucker. He gimme a dollar and I got us this beer and sardines.

(beat)

Rent's two months late. I'm sure Bossley'll throw us out tonight.

CUT TO:

INT: FRONT STAIRS - 1ST FLOOR - CONTINUOUS

Bossley is leaving his apartment to go see Fagan.

INT. CHARLIE'S KITCHEN -- CONTINUOUS

CHARLIE FAGAN

(to Tina)

You're a good mouser. You won't go hungry.

The bedroom door (O.C.) SQUEAKS OPEN behind Charlie. Tina's crouches...HISSES, her FUR ON END.

Charlie freezes, suddenly aware an intruder is behind him--so scared he can't force himself turn around.

Like a shot, Tina bolts out of the room.

CHARLIE FAGAN (CONT'D)

(not turning around)

Who...whoever you are, I...I got no money. I...I Just spent my last dollar.

NOBLE-SPIDER (O.S.)

(gravel voice)

It's you I need. It'll be better if you don't turn around. Just close your eyes and I'll be quick about it.

CHARLIE FAGAN

(confused)

You...you're gonna kill me? Please, Mister. This...this ain't right, dying when I ain't done nothing to nobody.

NOBLE-SPIDER

This is not about revenge or greed. I'm sorry.

Charlie is stunned, can't accept dying for nothing. Suddenly, anger vanquishes his fear and, defiantly, he rises from the chair.

CHARLIE FAGAN

(forces himself to turn)

If you're gonna kill me, you...you bastard, at...at least have the guts to look me in the, oh--

(, horrified)

Backs into the dinette table, so frightened he's TREMBLING

CHARLIE FAGAN (CONT'D)

(gasps)

Oh, Lordy.

NOBLE-SPIDER

I warned you not to turn around. Now you're going to see me kill you.

Two huge FRONTAL SPIDER LEGS drive Charlie back, pinning him painfully against the table top; arms and legs thrashing.

Noble-spider's face FLIES OPEN and its pair of TEN INCH FANGS JACKKNIFE out of its exposed GULLET ORIFICE. The creature DRIVES THEM DEEP into Charlie's CHEST; bone and cartilage SNAP AND CRACK.

INT. STAIRWELL - BROWNSTONE APARTMENT BUILDING -- CONTINUOUS

CHARLIE FAGAN (V.O.)

(bloodcurdling scream)

Bossley has just reached the top of the stairs. The shocking outcry makes him freeze with fright.

BOSSLEY

Oh, fuck. What the hell?

A DEAD BOLT from apartment 3B door SLOWLY SLIDES OPEN. An inquisitive EYE appears.

Bossley notices Charlie's door standing open. He starts for it, but suddenly stops.

BOSSLEY (CONT'D)

(under his breath)

I must be out of my fucking mind?

Apartment 3B door closes. The DEAD BOLT SLAMS SHUT.

Bossley races downstairs, into his apartment, dashes out seconds later. Pistol in his hand, he races back up the upstairs to Charlie's apartment door.

He stops, his back pressed against the hall wall...peeks into Charlie's dark room, lit with bleeding neon lights from outside front windows.

Bossley crouches and enters cautiously, his pistol leading the way.

INT. CHARLIE FAGAN'S APARTMENT -- MINUTES LATER

Flickering candle light is flowing out of the open KITCHEN door. Like a fox, Bossley moves cautiously towards the kitchen. At the doorway, he stands to the side. pistol ready.

BOSSLEY

(low voice)

Charlie?...Charlie?...You all right in there?

No answer from the kitchen.

BOSSLEY (CONT'D)

(long beat, under his breath)

Oh, shit.

Bossley slowly enters the kitchen waving the pistol ahead of him.

The table and two chairs turned over--BLOOD everywhere. The candle is lying on the floor burning near a large pool of BLOOD and GREENISH FLUID [SPIDER VENOM].

BOSSLEY (CONT'D)

(gasps)

Oh, shit.

The linoleum is starting to catch fire from the candle flame.. Bossley quickly picks up the candle and stomps the fire out.

Carrying the lit candle, he etches his way into the tiny bedroom. There BROKEN WINDOW GLASS on the floor. He kneels down, looks under the bed, gets up and looks down at the fire escape ladder.

The fire escape ladder descends into a dense fog layer hovering in the alley.

BOSSLEY (O.S.) (CONT'D)

What..the..hell?

Climbing down into the fog layer, is a naked man; his backside up and legs extended in the air away from the ladder, appears to be floating as he descends.

Cradled across the man's arms appears to be a corpse; wrapped in white rope mummy fashion.
NOTE: Bossley can't see monster's spider legs clinging to the ladder. Human legs are extended in air away from the ladder.

Bossley pinches his beer-blurred eyes, blinks, and looks again for confirmation. Nothing there, he shrugs, sighing with relief.

DISSOLVE TO:

EXT. 211 S. VINEYARD BROWNSTONE -- NEXT MORNING - 7:35

Two police black and whites are cross-parked in front. Two more at either end of the block.

Four beat cops are standing guard on the front door keeping looky-loos out of the building.

Across the street,Two raggedy bums, HARLAN & CLEMENT [Irish Immigrant] gawk.

They approach an old friend in the crowd, FREDDY-THE-MARK [bum] and his companion, SHARKY.

HARLAN

Hey, Freddy. What's with all the suits?

FREDDY

Somebody did Charlie Fagan last night.

HARLAN

Jesus. Who'd wanna Charlie?

SHARKY

(butts in)

May not be dead. Ain't found his body yet. Building Super heard him scream last night--found blood all over the place...no Charlie..

CLEMENT

Maybe he got fed-up and walked,but knowing Charlie, doubt he'd do that.

FREDDY

Story is, someone--or something-- busted through his bedroom window and dragged him off.

CLEMENT

You just made my bloody skin crawl.

FREDDY

I know. Ain't like this is the first time around here--folks so poor they got no reason to be missing.

HARLAN

(shudders)

I don't like where this is going.

FREDDY

See them cops down the street?

(nodding at two cop cars)

There's a big spot of blood in that alley.

Down the street, in front of Billy-the-Mouse's alley, two squad cars and two uniformed cops on guard

HARLAN

That's The-Mouse's hangout.

FREDDY

Yep, only there ain't no corpse there either.

CLEMENT

A strange man, The-Mouse;always flirting with the black arts, drawing hexes and messing with them Gypsy curses. He's worse than a Irish mid-wife. He's a strange one all right.

FREDDY

Strange my ass--he's crazy.

HARLAN

He don't allow nobody in that alley unless he invites'em. Usually he'd be out chucking rocks at the cops. So, where is he?

FREDDY

I told you nobody's seen him.

CLEMENT

(shudders)

I pray the All Mighty will be watching over our raggedy arses. Sure as me brother's a Catholic priest, the night feeder is stalking again.

FREDDY

Some of us are moving 'cross the river. You'd be smart to come, too. We gotta go. Daylight's burning.

HARLAN

Thanks. Maybe we'll do just that.

Freddy and Sharky amble off down the sidewalk, bedrolls slung.

Harlan's and Clement's eyes meet--questions.

CLEMENT

Pickings's is real poor 'cross the river.

HARLAN

Sure is. I'm wondering if ain't time to get the hell out of Chicago.

CLEMENT

Aye, me. too. Something evil is afoot all right, and I figure it's got eight legs.

HARLAN

You ready to go?

CLEMENT

With haste. We need a fast exit?

HARLAN

(thinking)

I got it. We can head over to one of them fish camps on the river, steal us a row boat, and ride the current down river. That'd be a damned fast.

Clement's brows narrow; glaring at Harlan.

CLEMENT

Are you suffering brain damage? Steal a boat? Are you out of your bloody mind? With our luck, we'd get pinched before we got a mile down river.

(beat)

This is Chicago. You know what they do to bums like us. Me sainted mother, bless her sweet memory, did not raise me to spend the final portion of my worthless life on an Illinois chain gang.

(beat)

Besides, we'd probably flip over and drown in the murky slew. It'd serve us right, too, for being so fucking stupid.

HARLAN

You're looking at the bad side. Why do you always do that? We never get to go anywhere on a boat 'cause you're scared of the water.

MOVING:

CLEMENT

I'm not the water. It's the drowning part that terrifies the living shit out of me.

(beat)

No, sir, we'll hop a freight car and ride out of here like normal people.

HARLAN

The train was gonna be my next suggestion.

CLEMENT

And if I had a cock like a donkey, I'd be King among men. We take the first train leaving the city.

(beat)

I don't want to spend the night worrying about a spider monster gnawing on my dead carcass.

HARLAN

You don't worry. Most spiders don't eat meat.

CLEMENT

Oh? And now you're an expert on arachnids are ya?

HARLAN

No, I used to read a lot about spiders and insects in school. I was good in science.

CLEMENT

Okay, Professor Shit-for-brains, then why does this bastard always drag its victims off?

HARLAN

I suspect he cocoons the bodies and stores them in his lair somewhere to ripen until he gets hungry.

CLEMENT

Then he chews them up.

HARLAN

Spiders, most of'em, don't eat meat. They chews a hole in the cocooned corpse and suck out the body juices 'til nothing's left but a sack of bones.

CLEMENT

(shudders)

What a horrible image. I liked it better getting my bones gnawed.

CUT TO:

EXT. STREET IN FRONT OF 211 VINEYARD BROWNSTONE -- CONTINUOUS

Detective Sergeant FRANK KELSO and his new partner, a rooky detective, KARL SEIGLER, arrive at the crime scene in Kelso's warn-out car. He parks across the street and they get out, and cross the street, and walk towards Fagan's apartment building. They weave through a frightened, GRUMBLING crowd.

KELSO

(to Seigler)

Christ, the Mayor didn't have this many people show up at his re-election speech last night.

SEIGLER

That's understandable. I was the prick's bodyguard for a week.

KELSO

That's inhumane. At least they could have assigned you to Animal Control.

SEIGLER

(with a smile)

I thought that's what they'd done.

Up the steps they go.

At the front door, they flash badges at BEAT COP ONE, who opens the door like a bellman.

KELSO

(to cop one, nodding at the crowd)

What's with all these people?

BEAT COP ONE

Someone's been spreading rumors about monster again. Same old shit.

KELSO

(shakes his head)

Ghetto superstition--Brother. All we need is a goddamned witch doctor to show up to make my day. Okay, where's the corpse, Officer?

BEAT COP ONE

Uh, no corpse, Sarge, but the crime scene's on the second floor, 1B.

Kelso and Seigler go inside.

SEIGLER

(to Kelso)

Uh, what's this about a monster?

KELSO

Ghetto superstition. I'll fill you in later, In this neighborhood, people believe in voodoo, Gypsy curses, shape shifting, little pixies, spider monsters--you name it.

SEIGLER

Sounds like the fucking dark ages. How ignorant can people get?

KELSO

It's obvious you haven't been around here very long. Come on. Let's get it done.

INT. BROWNSTONE'S STAIRWELL -- CONTINUOUS

Kelso and Seigler pass the super's apartment and climb the stairs.

INT. 2D FLOOR - APARTMENT -- CONTINUOUS

Fagan's apartment door is open. Kelso and Seigler enter.

Three beat cops are standing near the kitchen door, POLICE SGT. RON DAILY, middle aged, Irish accent, recognizes Kelso.

SGT DAILY

(friendly smile)

Top'o the morning, detectives.

KELSO

You willing to make book on it?

SGT DAILY

Okay, so it's off to a shitty start. Just trying to be polite like my dear old mother always taught me.

KELSO

(to Daily)

You never had a mother? Meet my new partner, Karl Seigler. He's Karl Seigler, a rooky from North Side, so give him a break.

(to Seigler)

Sergeant Ron Daily.

Daily and Seigler shake hands.

SGT DAILY

Welcome aboard. Working with this joker--I wouldn't be in your shoes if they gave me lieutenant's pay.

KELSO

Hey, lighten up. It's hard enough to get good help. If there's no stiff. Why'd you guys call homicide?

Daily enters the kitchen. They follow. The room's a mess, blood everywhere.

SGT DAILY

Who else would I call? Looks like somebody butchered a cow in here.

(beat)

Same as the two cases last week.

Kelso gives the kitchen a cursory visual once-over.

KELSO

Another egg hunt. Okay, Dan, we'll take from here. Karl, lets do our stuff and make it official for the tax payers.

Daily parks himself in the kitchen door as the two detectives give the room an initial going over; looking in drawers, cabinets, scuff marks--everything.

The apartment is a typical ghetto shit hole; roaches everywhere. Table and chairs are turned over, covered in clotted blood.

Karl examines a melted hole in the linoleum. He and Frank take notes.

The men squat. Using a pencil head, Seigler flips over a partial can of smelly sardines spilled on the floor, right next to an unfinished bottle of beer.

Next, they squat over a large pool of blood. Some sort of green fluid [venom] is mixed in the blood.

SEIGLER

Jesus...more blood than a morgue.

Seigler notices most blood is on the dining table top and table legs.

SEIGLER (CONT'D)

Someone or something bled on the table and down the legs--before it was knocked over I figure.

KELSO

The victim, presuming there is one, was obviously having dinner when the perpetrator attacked...if it was an attack.

SEIGLER

Oily sardines and cheap beer? Who eats that shit for diner?

KELSO

Careful, you might insult the locals. Sardines and beer is like porterhouse and wine.

SEIGLER

(shivers)

I'll stick with porterhouse and wine.

KELSO

Don't know what you're missing.

SEIGLER

I'll live with out it, thanks.

KELSO

You gave up a clean job up town--one most cops would kill for--to work this shit detail? Why?

SEIGLER

Homicide experience. North side's too civilized for a rooky to build a career on. Unless it's in politics.

(beat)

I have no political ambitions. I just want to be a damned good detective. That's where you come in.

KELSO

Just don't get the idea you can save the world. We do the job--nothing more--nothing less.

SEIGLER

Christ, Sarge, I'm a cop--not a social worker.

KELSO

That's right, and don't ever forget it. I expect four things from a rooky. Don't get dead, don't get me dead, and you do all the shit work so you'll learn department procedures. And never, ever volunteer for any-fucking-thing without I say you can--got it?

SEIGLER

Hey, that's jake with me.

(back to the blood)

This greenish stuff mixed in with the blood--nobody's ever analyzed it. What's your guess?

KELSO

(shrugs)

How should I know? You tell me.

SEIGLER

Read some of the old reports. Same green substance was found at all the other crime scenes where excessive blood and found, but no stiffs.

KELSO

What are saying? You got an idea what it is?

SEIGLER

(beat)

Nope...only that what it is may not be as significant as the fact that it's even here at all--in all other similar cases.

KELSO

You think its planted on purpose?

SEIGLER

(shrug)

Just an idea. Could be a perpetrator's signature--sort of a calling card.

KELSO

You think to make sure the same sick fucker gets his due instead of someone else?

SEIGLER

Yeah, something like that.

KELSO

So, while we do our little song and dance with our thumbs up our butts, he's sitting back laughing his ass off.

SEIGLER

Could be. WHo the hell can figure out what the criminal mind is thinking?

KELSO

(dread, sighs)

Christ. I sure hope you're wrong.

SEIGLER

Why?

They rise to their feet.

KELSO

When homicidal maniacs start flirting with cops, it means they've lost their fear of getting caught. They start getting creative--that's what scares the crap out of me.

(beat)

Okay, lets get the Q & A crap over with. I'll start with the building super, move on to the renters downstairs. You take this floor. Forget rest of the upstairs. Fair enough?

SEIGLER

Hey, It's your show, detective. I'm just here paying my dues and getting smarter.

KELSO

Good. I'd like to wrap this up early, maybe take my girl to the picture show tonight.

(to Sgt Daily)

Hey, Ron--mind going down to Bossley's office and phone the dispatcher. We need the crime lab guys to go over the place for fingerprints--a photographer, and the cleanup crew as well when they finish.

SGT DAILY

Sure thing. Fingerprints--imagine.

KELSO

(to Daily)

Yep, I figure the science guys are gonna take over our job someday. Until they finish up, nobody touches nothin'--right?. I'd like you three to remain until they clear out. Any problems with that.

SGT DAILY

No. We're here for the duration.

KELSO

Great. Uh, since you're going out anyway, how about fetching me an espresso from Geno's Deli next door--just black.

Kelso digs two bucks out of his pants pocket--hands them to the Daily.

KELSO (CONT'D)

Get doughnuts and coffee for your guys, too.

(to Karl)

You guys up town drink coffee?

SEIGLER

Straight up, thanks.

CUT TO:

INT. A BACK STREET -- CONTINUOUS

Clement and Harlan are making there way down a back street between more apartment building. They stop at the entrance to a very narrow and dark-shadowed alley. There is bright sunlight at the other end,on the next block.

CLEMENT

Let's cut through here--save 15 minutes.

They turn into the narrow alley. It's dark and filled with contrasting black shadows. Hardly room to walk abreast.

HARLAN

I don't know why you're pissed off. It's good thing to learn about nature and how it works, don't you thinK?

CLEMENT

No, I don't. Kindly refrain from educating me further about bloody spiders. When I want to know something from now on, I'll fucking ask.

HARLAN

You did ask. I was just reciting what I had learned.

CLEMENT

I don't give a rats ass if you're reciting the King James Bible--keep it to your bloody self.

HARLAN

Hey, It's mox nixe to me...just because you just got a big imagination you can't control.

CLEMENT

You want imagination? Imagine how painful it will be with my goddamned brogan wedged so far up your arsehole you'll get a free tonsillectomy.

HARLAN

Damn, Clement. No need to get huffy.

Out of a dark niche on a back stoop, a BLACK DOG, on a SHORT CHAIN lunges for them, GROWLING, SNAPPING, BARKING.

The men WHEEL AROUND, backs pressed hard against the wall, thinking the spider monster has them.

They issue sighs of relief, realizing it's just a huge black dog leashed with a steel chain.

HARLAN (CONT'D)

(hand on heart)

Oh, God. Oh, shit.

CLEMENT

(signs himself the crucifix)

Remind me to say three Hail Mary's later.

(beat)

I thought we were spider shit for sure. And don't go telling me nothing about spiders again or I'll slam you one. You're ticker's all right?

HARLAN

It didn't stop, if that's what you mean. Tell me if my britches are sagging. I might have taken a dump.

(catches a breath)

Lets get the fuck of here.

CLEMENT

Aye. A grand idea.

The two bums scoot past the BARKING DOG and scurry towards the bright daylight.

CUT TO:

INT. SUPERINTENDENTS OFFICE - APARTMENT 1A -- CONTINUOUS

Kelso is doing his Q & A thing and making notes with MR. BOSSLEY; a slovenly man in a smelly undershirt, wrinkled pants, suspenders, and his shoes are untied. He's having beer for breakfast.

KELSO

...and you went up to Fagan's apartment last night about ten-thirty?

BOSSLEY

Close. I was gonna boot the old fart out for being two months late rent. I heard him going up the stairs about ten minutes before.

KELSO

How did know it was him.

BOSSLEY

He's got this weird squeak in his shoe. That's what got my attention. I know Charlie always has supper with his cat, so I give the guy and his cat time for a last meal together. I'm pretty soft-hearted sometimes.

KELSO

(sarcastic)

I'm touched. Please continue.

BOSSLEY

I listened to the rest of Amos'n Andy on the radio. Man,

(grins)

talk about two funny Niggers.

KELSO

(irritated)

Mr. Bossley, I'm pressed for time here.

BOSSLEY

Sorry.

KELSO

(unable to resist a dig)

Is it the landlord's policy, kicking old folks out in the middle of the night, or are you just being creative?

BOSSLEY

(offended)

That's what I`m paid to do, else I end up on the fucking street, too.

(beat)

I'd rather be the bad guy and know where my next meal's coming from. This ain't the Salvation Army.

KELSO

(sigh))

I suppose you're right. Let's get back to Charlie Fagan?

BOSSLEY

Well, Just as I reached the top of the stairs, I heard the goddamndest scream I ever heard come out of his room. I damned near filled my drawers.

KELSO

The scream--was it like someone was in pain or being attacked?

BOSSLEY

Like he was dying. I ran back down here, got my pistol, then ran back up to his apartment.

KELSO

(scrutinizing look)

You took to go get your pistol?

BOSSLEY

Damned straight I did. You never know what sort of situation you're gonna walk in on around here. Look around. This ain't exactly The Ritz.

(beat)

Charlie's door was wide open and all the lights were off. The bar sign out front lit up the place pretty good through the windows. I crept inside real careful like. Didn't see nothing but candle light coming from the kitchen.

(a beat)

When I reached the kitchen door, I called out to Charlie. Then, I peeked through the door.

KELSO

That stupid, but gutsy, going in there alone.

BOSSLEY

I figured he needed help. I ain't a complete asshole.

KELSO

No, you're not. Why didn't you just switch the lights on?

BOSSLEY

Couldn't. Power's off. Charlie hadn't paid his power bill. I seen the shut off notice lying on the floor outside his door. Still there unless one of you guys picked it up.

KELSO

I'll check on it. Please go on.

BOSSLEY

I went in the kitchen, it was like it is now except for a big candle lying on the floor. Melted a big hole right through the linoleum. And I'm the poor bastard that's gotta fix it.

KELSO

Tough fucking job. Did you touch anything besides the candle?

BOSSLEY

Nope. I checked out the bedroom. Somebody broke in through the window.

KELSO

Maybe Charlie broke it trying to get away.

BOSSLEY

Nope. Latch was still locked. Glass is on the bedroom floor. I looked out the window, down the fire escape and I uh...uh...

(pause)

Well, I came down here's what I done, and called the police.

KELSO

Mr. Bossley, I been doing this a long time. I got the strangest feeling you were about to tell me something. I'm not a real pleasant cop when I'm lied to. Understand?

BOSSLEY

(hesitant)

I uh...well shit. I...I thought I saw something really weird. You know how people's eyes play tricks sometimes. Plus I'd had six or seven beers.

KELSO

Suppose you just explain what was so weird about what you thought you saw.

BOSSLEY

(really hates telling this)

Why can't we just skip it, Detective. It'll sound fucking crazy. You'll think I'm crazy. It was a mirage or something--a vision maybe.

Bossley guzzles the rest of the beer for courage.

KELSO

Suppose you let me decide. Just tell me what you think you saw.

Bossley trips to the ice box in the next room and gets himself another beer--opens it, guzzles it and BURPS crudely as he returns and sits back down.

Bossley points at Kelso with a beer. Kelso waves a no-thanks.

BOSSLEY

Well, you ain't gonna believe what I think I saw. I don't even believe it the more I think about it. I mean it was pretty fucking dark outside, and foggy.

(shakes head, dread)

Christ, I hate talking about this shit.

KELSO

(cuts him off)

Mr. Bossley. I got a lot of work to do today. Please get to the point...

(beat)

or we can do this at the precinct-- your choice.

BOSSLEY

(frustrated)

Okay, but you gotta guarantee no reporters are ever gonna get one fucking word of this. I'll be a laughing stock. I got a reputation to keep.

KELSO

Trust me. The papers only get what I give'em. I wouldn't want to soil your reputation.

BOSSLEY

(sighs relentingly)

Okay, I saw the ugliest naked man I even seen going down the fire escape last night--right down into the alley.

KELSO

Completely naked?

BOSSLEY

Bare ass--an ugly fucker--and I mean we're talking world's record ugly.

KELSO

(lifts brows)

Some men are uglier than others.

BOSSLEY

Yeah? Only this man wasn't exactly climbing down the ladder you see.

KELSO

I don't follow you.

BOSSLEY

(dead serious)

He was floating down, I swear.

Kelso stops writing, glances up from his pad, totally unprepared to heard this.

KELSO

You said floating--not climbing?

BOSSLEY

Yeah, real slow like, too. The way a balloon drops--slow and easy.

(hates telling this)

Damn, this sounds so insane. Is this fucking necessary?

KELSO

Look, we're just two guys talking hypothetically like a couple of scientists or something. Just how did you determine he was floating down the ladder as opposed to climbing down the ladder?

BOSSLEY

Because His legs were dangling straight out behind him in the air, I was looking directly down at his enormously ugly bare ass, bare back, and bare legs. It's physically impossible to climb down a ladder in that position.

KELSO

How the hell can a man float down a fire escape ladder?

BOSSLEY

How the fuck do I know? It's just what I saw for Pete's sake.

KELSO

(under breath)

Where the hell's that coffee?

(to Bossley)

Okay...

(reading his notes)

You started upstairs, heard Mr. Fagan scream, came down, got your gun, then went back up there.

BOSSLEY

That's right.

KELSO

You entered the room. The power was off. You found a burning candle on the kitchen floor, saw blood, then proceeded to the bedroom.

(beat)

The window was bashed out. You looked out the window and saw a naked man climbing down--uh, floating down--the fire escape ladder into the alley.

BOSSLEY

Sounds crazy, huh?

KELSO

(sarcastic)

Maybe--maybe not. When the floating man reached the bottom--then what?

Bossley polishes off the beer. looks Kelso squarely in the eyes.

BOSSLEY

(burps, shrugs)

I don't know. I looked away, wiped my eyes and looked back and he was gone.

KELSO

(frustrated)

The Chief's gonna shit a brick when he reads my report.

BOSSLEY

Why do you think I didn't want to tell you?

KELSO

Maybe the man was swinging by a cable. That would explain why he only needed his hands to hold the ladder rungs.

BOSSLEY

(sickly frown)

That uh, wouldn't have been possible unless he had four arms.

KELSO

Care to explain?

BOSSLEY

(cringing sheepishly)

Not really. Something I haven't told you yet.

KELSO

(cringes)

It can't get any worse.

BOSSLEY

Wanna bet?

Sgt. Daily enters the Super's open apartment door. Kelso's face lights with relief seeing the paper cups of coffee.

SGT DAILY

(to Kelso)

Here's your mud.

Daily hands Kelso an espresso.

KELSO

Oh, a darlin' man ya are, Dan Michael Daily.

(sips it)

Ah-h-h. Nothing like Italian coffee.

SGT DAILY

Providing it had a wee bit of fine Irish whiskey to perk it up some.

KELSO

(nods)

Oh, there you go. We'll just have to make do I suppose.

Sgt Daily leaves the room.

KELSO (CONT'D)

(to Bossley)

Okay, give it to me--and if you leave anything else out, I spill my guts to the press, so help me.

BOSSLEY

Hey, no need to get nasty. The naked guy was carrying something in his arms. Looked like a mummy. It was wrapped head to toe in white, shiny rope--looked like rope anyway.

KELSO

Was it shaped like a male of female?

BOSSLEY

You mean did I see any tits? You're not listening to me, Detective Smart-ass. When I said wrapped in rope head to toe, I meant exactly that--every fucking inch of it.

(beat)

Like one of them Egyptian mummies at the city museum--only with rope instead of rags. Look, I already told you I was drinking and it was--

KELSO

I know--too dark to see clearly. Is that all?

BOSSLEY

Ain't that enough? Sounds crazy, I know, but it's the truth.

KELSO

Crazy? There's people locked away for life in the state mental hospitals for less than what you just told me.

BOSSLEY

Hey, I ain't a goddamned liar. You asked me--even threaten me. Christ, I didn't want tell you.

KELSO

I'm supposed to report all witness statements, but Christ. No way in hell I'm reporting this shit. I wish you hadn't told me.

BOSSLEY

You mean I should'a lied? To the cops?

KELSO

(sigh)

Yeah, especially to the cops.

BOSSLEY

Then you won't give any of this to the press--right?

KELSO

Not even if they castrate me.

CUT TO:

INT. MISS ELLISON'S APARTMENT 2B - 2D FLOOR -- CONTINUOUS

Detective Seigler is questioning MISS ELLISON (70ish), Fagan's neighbor. She is a spry, sharp old gal.

SEIGLER

...and what time did you hear him scream?

MISS ELLISON

Ten-something. I'm not sure exactly. You know, this is all such a waste of time.

SEIGLER

Why do say that?

MISS ELLISON

All the other missing people--the police never found a single corpse. The spider monster doesn't leave any traces other than the victim's blood.

SEIGLER

(surprised)

Pardon me, did you say spider monster?

MISS ELLISON

Don't put on an act for me, sonny.

SEIGLER

Ma'am, The only monsters I've ever seen were people.

MISS ELLISON

Say what you will, but I know what I know. Policemen are all alike--all afraid of the truth.

SEIGLER

In what way?

MISS ELLISON

You think us all superstitious fools--poor ignorant trash. They ask us, but never listen.

(beat)

In my long life, I've learned there are things that stir in the night far more frightening than any rational mind has ever devised.

SEIGLER

Have you ever seen this monster?

MISS ELLISON

(cold stare)

I've seen things lurking in dark shadows that would turn your blood to ice water. You cops think we spend our lives behind locked doors because we're afraid of people? People we can deal with.

SEIGLER

Can you uh, describe this monster?

MISS ELLISON

(perturbed)

We're finished,Detective. I heard a scream. Nothing more I can tell you.

Miss Ellison walks to the door, holds it open, inviting him to leave. He nods politely.

SEIGLER

Thank you for your time, Mrs. Ellison.

DISSOLVE TO:

EXT. STREET IN FRONT OF 211 S. VINEYARD -- DAY

Kelso and Seigler walk towards Kelso's car. They each light a cigarette.

KELSO

Seven missing people in two years--all within six square blocks. Doesn't make any sense. A killer usually won't shit where he eats.

SEIGLER

Maybe they all got fed up and left.

KELSO

You sound like a politician.

SEIGLER

I guess I do. Sorry. I sure hope I don't find out I'm not cutout for detective work. I really like it.

KELSO

A new job's like a new girlfriend--takes a while to smooth out the rough spots.

SEIGLER

I guess. You know, I was just thinking. That green substance in the blood--I want to pursue it.

The two men get into Kelso's car.

INT. KELSO'S CAR -- CONTINUOUS

KELSO

What have you got in mind?

SEIGLER

According to the reports, nobody's ever analyzed it.

KELSO

Too expensive. No corpse, no homicide. No homicide, no budget.

SEIGLER

I get the point. Miss Ellison in 2B has the case figured out.

KELSO

Oh, yeah?

SEIGLER

Says a spider monster did it. Real whacko.

KELSO

Never completely discount anything anyone tells you in the ghetto. May just be their interpretation. Some of the stories are right up there with Cinderella and the seven little pigs.

SEIGLER

You mean Snow White and the seven dwarves.

KELSO

Who give a fuck. You know I mean?

SEIGLER

But a spider monster? Hard pill to swallow.

KELSO

Some stories go down like bad medicine, but you do the job until you find the truth.

SEIGLER

How long you been on this detail?

KELSO

Too fucking long. Most days I hate my fucking job. I used to think I made a difference.

SEIGLER

Where you born here?

Kelso inserts the key into the ignition, presses the start button.

KELSO

I grew up in a city orphanage the size of a toilet--right over there in that vacant lot. City tore it down last year. A fucking mercy killing.

SEIGLER

Pretty tough childhood, huh?

KELSO

My first job was stealing car parts off delivery trucks. I did six months in juvy.

SEIGLER

(amazed)

You ? In reform school?

KELSO

I would have done a year if a doctor hadn't stepped in and promised the judge he'd give me a regular job.

SEIGLER

Nice friend to have.

Kelso drives off down the street: Typical city traffic and people everywhere.

KELSO

I didn't even know the guy. The Dean of the orphanage got me the job. I'd always thought his ambition in life was to see me permanently behind bars. Go figure.

SEIGLER

You helped took care of patients?

KELSO

No. He wasn't a doctor doctor. Some sort of medical researcher. His laboratory was right there in the basement at 211 S. Vineyard.

SEIGLER

Fagan's building? Small world.

KELSO

I ran errands for the doc.

SEIGLER

Why a medical research laboratory in the ghetto.

KELSO

Beats the shit of me.

(remembering)

He was strange. Always talking to spiders. Like how he was gonna get even with God--make them all extinct. Crazy stuff.

SEIGLER

Sounds to me like he'd been writing himself some recreational prescriptions.

KELSO

I don't think so. One day, it all ended. Doc and his assistant, Mr. Lang,were about to inject a mouse with some sort of serum...

DISSOLVE TO:

INT. JOHN NOBLE'S RESEARCH LABORATORY IN 1922 - DAY

NOTE: This scene and the next are what Frank Kelso recalls.

A STREET PUNK--a heroin addict on-the-edge is waving a pistol at everyone; hands trembling; mercurial eyes, sweating profusely; needs a fix bad.

DR. JOHN NOBLE. (30s, blond), YOUNG FRANK KELSO (17, Italian look) and MRS. LANG (30s, red hair, pretty), are all standing beside a lab workbench like statues, afraid to move.

Mrs. Lang is still holding the lab rat, the syringe needle still inside the rat, loaded with 5 CCs of serum. She's never pressed the plunger on syringe.

STREET PUNK

(strung out, needs fix)

...and keep you're goddamned hands where I can see'em. Don't lie to me cocksucker. Every store's got a fucking cash register.

(level)

You just gimme the fucking cash and I'm out of here.

The white rat suddenly wriggles out of Mrs. Lang's hands: the needle pops out of it's body. It leaps onto the floor, skittering away.

The syringe in Lang's hand is still loaded with serum. .

JOHN NOBLE's eyes are tracking the pistol being waved around.

He slowly maneuvers between Lang and the addict as he attempts to talk the addict to his senses.

DR. JOHN NOBLE

(clam)

Look, how can I make you understand. This is a medical research facility. We sell nothing. Look around. Do you see anything remotely resembling a cash register?

The punk glances is losing his patience fast.

STREET PUNK

(pistol barrel in Doc's face)

Tell me asshole--do you see anything remotely resembling a fucking gun? Want me too air you brains out? Then get me the fucking money.

Noble raises his hands to calm the kid. Even offers the kid his wallet.

DR. JOHN NOBLE

This is all I have. Please take it. How can we resolve this? I have no register. I have no--

DOC'S POV into the pistol's cylinder. He see all six chambers are EMPTY--no bullets.

DR. JOHN NOBLE (CONT'D)

(relieved)

You little shit. The goddamned gun is empty.

The Doc bursts into laughter in the punk's face.

The PUNK steps back, startled his bluff has been discovered. The laughter suddenly INFURIATES the kid.

The kid detects the SERUM-FILLED SYRINGE held in MRS. LANG'S HAND. He turns towards the Doc, focusing on the LAUGHING FACE.

STREET PUNK

(about to explode)

Bastard. You laugh like my worthless old man. I'll give you something to laugh about.

In ONE SWIFT MOVE, the ADDICT GRABS the SYRINGE out of Mrs. Lang's hand and STABS Doc in the chest, his THUMB DEPRESSING the PLUNGER, injecting Doc with the entire tube of serum..

The punk yanks the syringe out, drops it, and flees out the door.

Noble staggers back, clinching his chest, not yet realizing the gravity of what just happened.

MRS. LANG

(eyes the empty syringe on the floor)

My God. Doctor, are..are you--?

DR. JOHN NOBLE

(wincing)

I'm okay...needle missed the bone.

Doc picks up the syringe. It's empty.

DR. JOHN NOBLE (CONT'D)

At least you injected the serum in the specimen before that little shit stabbed me with the syringe. Let's spread out and search. We have to find the rat.

Mrs. Lang turns pale, eyes round, great concern. She just stands there in shock.

DR. JOHN NOBLE (CONT'D)

Dammit, woman, what's wrong with you. It's imperative we find him. That serum contained the final arachnid gene extraction necessary for...

(sees the look in Lang's face)

Lang picks up the empty syringe, then shakes her head, afraid to tell the Doc what has happened.

DR. JOHN NOBLE (CONT'D)

Well, what is it? You...you did inject him, right?

She shakes her head no. Her expression says it all.

DR. JOHN NOBLE (CONT'D)

(dread)

You...you mean you didn't--

MRS. LANG

(verge of tears, shaking her head)

I...I didn't have time. The rat wiggled out of my hands.

DR. JOHN NOBLE

Then...

(final dread)

the serum was...injected in me?

Mrs Lang nods yes. Her eyes water. She frightened for the Doc.

Kelso is dumbfounded, not understanding the medical concern.

DR. JOHN NOBLE (CONT'D)

Go home, both of you...please.

(struggling to maintain his professional posture)

I uh...need to be alone.

MRS. LANG

But the serum you received--shouldn't I fetch a doctor for you?

DR. JOHN NOBLE

I am a doctor, Mrs. Lang. Just...just go-- leave me be.

KELSO

I'll stay if you need me, Doc.

DR. JOHN NOBLE

That won't be necessary, Son. I need to study my log...re-think my next move. If you would, be so kind as to escort Mrs. Lang home.

KELSO

Sure, Doc.

DISSOLVE TO:

INT. NOBLE'S LABORATORY -- MORNING

Young FRANK KELSO strolls into the lab carrying Dr. Noble's laundry packages and clothes on hangers.

Noble is bent over the microscope at the workbench. His left hand is heavily bandaged.

Mrs. Lang is standing behind him.

Frank hangs the laundered clothes on the wall rack and stacks the brown-paper-wrapped bundles of laundry on the linen shelf.

Before Frank can speak, Noble explodes into a rage: backhanding the MICROSCOPE, SHATTERING test tubes, beakers, and bottles of chemicals that go flying across the room.

Frank ducks as GLASS CHARDS fly at him.

Dr. Noble, in a fit of rage, is kicking and throwing cages of spiders and mice everywhere. The cages CRASH and fly open. hundreds of INSECTS, SPIDERS, and RODENTS skitter for their freedom.

Mary Lang staggers back, frightened, etching towards the front door.

DR. JOHN NOBLE

(screams)

Get out. Both of you--get out. And don't come back. You're fired.

Noble pathetically slinks down on a lab stool, SOBBING, face buried in his hands . Kelso ushers Mrs. Lang along. She grabs her coat off the wall hanger and they make a quick exit onto the street.

DISSOLVE TO:

INT. PRESENT DAY, 1938 - KELSO'S CAR -- CONTINUOUS

Kelso is driving through typical slum street traffic; lots of pedestrians, traffic lights, etc.

SEIGLER

Jesus. Is this nut still around?

KELSO

He vanished like a fart in the wind--left everything he owned.

A light goes off in Kelso's head. He's lost in a thought

KELSO (CONT'D)

You know, the old missing persons reports might makes some very interesting reading. It may take half the night to go through them.

SEIGLER

You're not buying into any of this about Monster spiders?

KELSO

Lets just say I'm not ruling anything out. I need you need to type up the Fagan case for the Captain. Just keep it antiseptic--nothing about monsters or naked men.

Seigler lifts a brow.

SEIGLER

(suspicious)

Naked men? That must have been some conversation with Bossley.

KELSO

(rolls eyes)

Let's stop by Gail's Cafe for some breakfast.

(beat)

You think the old lady is three cards short of a full house. Whoa. You tell anyone what I'm about to tell you, I may have to kill you.

DISSOLVE TO:

INT. NOBLE'S LAIR, GROTTO BENEATH 211 S. VINEYARD - NIGHT

This is the most hair raising, chilling scene of all. The sort of place we only find in nightmares; the lair of the NIGHT FEEDER--the most villainous, blood-chilling monster that ever stalked the human race. It is a huge hidden grotto, very old, 30 feet high from dirt floor to rafters; the old cellar of the brownstone apartment building at 211 S. Vineyard.

The CELLAR secretly adjoins the JANITORIAL ROOM on the first floor via cement stairs and a steel door; the opposite side a fake wall of supply storage shelves that SWINGS OUT.

The CELLAR is virtual crypt, carpeted with decayed flesh and bones. Hundreds of shriveled, leathery cocooned human and animal corpse lay strewn about. The floor writhes with the plunder of sewer rats and subterranean vermin.

The lair is lighted by a single bulb, dangling at the end of a hanging fixture that's been haphazardly wired into an antique city power box.

One-inch thick spider web is strung across the huge grotto, wall to wall, rafter to wall, six feet off the dirt floor like a giant fishing net.

Stacked along one wall,fifteen feet high, are cocooned human corpses.

(O.C.) The METAL cellar door CREAKS OPEN, then SHUTS HARD.

SHADOWS of the SPIDER MONSTER crawling through the lair carrying a COCOON in its human arms. The monster's hard BODY PARTS coarsely RUB as the creature CRAWLS. Nobel's LUNGS breath deep and loud.

The COCOON sails through the air, landing on top of the other cocoons.

FOUR Large black, shining, bulbous SPIDER EYES above HUMAN FOREHEAD and HUMAN EYES.

The creature crawls to door and out of the lair.

DISSOLVE TO:

INT. CHICAGO,POLICE PRECINCT, DEAD RECORDS ARCHIVE SEPTEMBER 1942-- NIGHT

1:45 A.M. by the WALL CLOCK.

Kelso is sitting at a desk perusing a file folder; surrounded by stacks of file folders. He closes a file, jotting down a name. He's tired...rubs his eyes--a long night.

One files is dated November 16, 1922; the name Dorothy L. Howzer.

On another stack we see a folder dated July 17, 1928, named James N. McCloud.

Kelso glances at the WALL CLOCK...looks out the office door. Precinct is bull pen layout and typically busy.

Across the room, we see Police Captain JAMES WILLIS bent over the typewriter in his office. Kelso, pad in hand, gets up, weaves his way towards Willis' office.

He passes two police officers and a detective in process of booking three female prostitutes.

One of the prostitutes recognizes Kelso.

PROSTITUTE ONE

(counterfeit smile)

Hey, Kelso. Tell these creeps I'm a good girl--this is all just a big mistake.

(provocative)

I can show gratitude in ways you've never even dreamed of.

KELSO

(moves slower)

And then my dick falls off. No thanks.

PROSTITUTE TWO

(to prostitute one)

You're wasting your breath, Sweety. Kelso would lock up his own grandmother for jaywalking.

KELSO

(polite smile)

Have a nice night girls. Wake up's at five, chow's at six, court's at eight, bondsmen shows up at nine.

PROSTITUTE TWO

(shouts as he walks away)

Fuck you Kelso. I hope your dick falls off.

CUT TO:

EXT. TRAIN SWITCHING STATION - CONTINUOUS

In the shadows and glare of bright loading dock lights nearby, Clement and Harlan steal their way under a parked train's freight car. On the paralleling track, another train just starting to move.

Very cautious, they look right and left for train dicks. Coast clear, they hightail it for an open freight car door of the slow-accelerating train. They toss their bedrolls in and hastily climb inside.

CUT TO:

INT. CAPTAIN WILLIS' OFFICE -- CONTINUOUS

CAPTAIN JAMES WILLIS, 60ish; rough night; tired, grey hair mussed, tie lose, rolled shirt sleeves, and a stogy clinched in his teeth. He's two-finger typing a report.

Kelso pauses at the door, knocks softly, waits. Willis glances at Kelso, continues working.

WILLIS

I'm not authorizing overtime.

KELSO

I didn't ask. What are you doing here this late? You look like shit.

WILLIS

Thanks. His honorable highness, the Mayor, called me at ten last night. Wants a personal touch for his friend, Mr. J.R. Keets.

KELSO

The dashing young millionaire. I seen his mug in the papers--the campaign rally. I couldn't tell if the Mayor was shaking his hand or jerking him off. Keets is in trouble?

WILLIS

Yesterday, it was caviar and wine at the Ritz. Today, its peas and bread in the slammer.

KELSO

What'd he do, welsh on a promise to donate Fort Knox to the Kelly-Green campaign?

WILLIS

Murder one...dumb fuck.

(beat)

The schmuck's out of town on business, gets horny, and sneaks home early last night to his new wife. Figures he'll surprise her with a game of hide the salami. She was a fashion model. Did I tell you that? A real looker.

(puffs his cigar)

Any how, Keets sneaks into his penthouse and heads for the bedroom for the big surprise, only he finds the wife in bed with someone else.

KELSO

No, shit? Let me guess--the best man.

WILLIS

Not even close.

(dirty laugh)

Her pretty French maid. So, there they are, naked as babies under the sheets, wrapped up like two boa constrictors in heat. Neither realizes hubby is in the room.

(shaking his head, frowns)

Keets calmly takes his 32 revolver out of the bedside drawer, throws the silk sheets back, and greases'em both. One shot each, right through the fucking noodle.

KELSO

Brother. Ever notice how rich husbands always shoot first. Crazy bastard.

WILLIS

(puffs the cigar)

Yeah, I'm Keets' army of lawyers is gonna try to convince a jury that's exactly what it was--temporary insanity. I'm supposed to help them.

(rocks back)

Okay, what the hell are you doing here this time of the night?

Kelso hands him the pad. Willis reads it.

KELSO

I checked the archives. I found one hundred and twenty-six missing persons since 1921, all with the same MO. Wanna know what I think?

WILLIS

(waves him off)

No, so don't waste your breath. You know departmental policy; no corpse, no homicide.

Kelso issues a sigh of disappointment.

WILLIS (CONT'D)

(hard core realist)

I know it's sucks, but that's life. You want fair play, join the Boy Scouts.

KELSO

Captain, I'm sure I'm onto something.

WILLIS

Are you deaf? No budget, Frank--Nada.

Willis stands, stretches out the kinks.

KELSO

That's it? I'm supposed to just drop it?

WILLIS

That's right--drop it. I know how many cases there are. Christ, I investigated most of them myself--until the Mayor stepped in and shut me down cold--budget constraints.

(beat)

That's why John Q. Public is never gonna know a fucking thing about any of them. It'd be bad publicity, which we don't need. That's pretty much what the Mayor said back then--same as what this Mayor says now.

KELSO

Doesn't make any sense to hide them.

WILLIS

Sure it does, if you're a politician. Ghetto scarecrows don't vote. Mayors only give a shit about them that do.

(points with cigar-clinched fingers)

And next time you get a brain fart about some case, check with me first. Now, get the fuck out of here. Go spend time with Gale. She's a sweet kid, even if she is my niece.

KELSO

Mayors, budgets, elections--all bullshit. We're cops first, last, always.

WILLIS

That's right. And the mayor's our boss. I said it's over. I plan to finish my retirement without getting a political dick up the old kazoo, so I don't go stepping on toes.

(pause)

Christ--you're more stubborn than my first wife.

Willis reads the frustration in Kelso's face-- reconsiders.

WILLIS (CONT'D)

You really have a hard on for this one, huh? All right. You got my permission to investigate the cases, but on your time, Detective. Not mine.

(beat)

You can even use the department's resources, but only when your off duty. While I'm paying your salary, you better damned well give me what I'm buying or I'll bust your ass.

KELSO

Fair enough. And if I find some hard evidence to prove homicide or that all the cases all connected?

WILLIS

As long as it won't make me look like a fool, I'll considerate it. I'll even ask the Chief for overtime. but you gotta prove it, Kelso--bring me proof.. Take it or leave it--that's the deal?

Kelso sighs, relents.

KELSO

I'll take it.

WILLIS

One catch. Don't bring me no bull shit story about monsters--not unless you cuff the bastard and personally drag its ass into my office.

KELSO

Somewhere there a missing piece to this puzzle and I'm gonna find it.

Kelso plucks a cigar from Willis' shirt pocket and stuffs it in his jaws. Give Kelso a vigilant glare.

WILLIS

I aim to retirement in 43, so do not fuck it up. I hold a grudge forever.

DISSOLVE TO:

EXT. BLIND ALLEY IN BACK OF 211 S. VINEYARD BROWNSTONE -- CONTINUOUS

Noble monster slithers out from under the rear stoop, crawls up the Barlow Building fire escape, and over the roof.

DISSOLVE TO:

EXT. BLACK HARLEM - NEW YORK CITY, NOVEMBER 1942 - EVENING

The evening is soft and a light drizzle of rain is falling. The concrete walks and streets sparkle reflections of all the neon signs.

There are lots of umbrellas and black faces moving briskly along the sidewalk. Bumper-to-bumper traffic is crawling past tall, shoulder-to-shoulder brownstone apartment buildings. Restaurants, and bars are wedged into every nook and cranny.

DATE BAR: HARLEM, NOVEMBER, 1942

Bar MUSIC fills the background. Clusters of folks are huddled in doorways and stair stoops all along the sidewalk. Under store-front canopies, folks are gathered around perching on soda bottle crates, fruit boxes, and old straight chairs playing bottle-cap checkers and dominoes.

Young men are clustered in peer groups, some sharing a few bottles of hooch, dancing, singing, carrying-on.

INT. 1ST FLOOR, NATHAN SIMON'S APARTMENT DINING ROOM - CONTINUOUS

NOTE: Front corner apartment.

NATHAN SIMON is a young, BLACK, homicide detective. A virtual feast is laid out on the diner table, celebrating Nathan's promotion to Detective Sergeant.

Nathan is seated at the head of the table. On either side are his two young sons; CHARLES (8), flipping through a new comic book, while WILLIAM (10)is driving his spoon around the table like a car. All are patiently waiting for SARA, Nathan's wife, to bring out the main course.

SARA (O.S.)

(in kitchen, humming)

CUT TO:

EXT. ALLEY - BENEATH THE SIMON APARTMENT -- CONTINUOUS

A black man stalks apartment, hiding in side alley, just outside the Simon's dining room window. He's hunkered down in shadows, taping a stick of dynamite to a brick; A HOMEMADE BOMB.

CUT TO:

INT. SIMON APARTMENT - DINING ROOM -- CONTINUOUS

Seated at the table, the two boys playfully slap hands at each other over the table. William is trying to grab the comic book out of Charles' hand.

NATHAN

That's enough. Behave yourselves. Momma's worked hard on this diner, so don't go showing off.

The boys cease hostilities and sit like two little angles.

SARA, marches into the dining room wearing a sassy smile and a bright red apron; carrying a platter of baked ham like a waiter at THE RITZ. She sits it gently on the table.

The hungry kids applaud its arrival.

NATHAN (CONT'D)

Holy cow, Baby. This looks like a banquet for Diamond Jim Brady. I made Detective Sergeant--not Lieutenant.

SARA

(soft and polite)

Don't be a smart-ass. A Colored cop getting promoted to detective sergeant in Harlem? This like a miracle. I'll bet your old daddy and mama are probably up there with old St. Peter right now just dancing their behinds off over what you done.

NATHAN

(smiles, remembering them)

Yeah, I expect they are. Momma sure loved to dance. Just look at all this good stuff. Mmmmm-Mmmmm. Boys, we are gonna eat like pigs tonight-right?

WILLIAM

(giggles)

We're gonna be pigs.

SHERMAN

(laughs loud)

Sara gives Nathan a LOVE PINCH as she sits down at the table, her face glowing. They swap loving SMILES. Enough, boys. Settle down.

Nathan's eyes roam the table.

SARA

And what are you looking for?

NATHAN

You uh, didn't happen to cook any collard greens I suppose?

SARA

I did not. This is Harlem, Baby--not Atlanta. I also didn't cook any pig tails, turnip greens, chit'lins, fried hominy, black-eyed peas, corn bread, or any grits. People here in the north don't eat that sort of stuff.

NATHAN

Ah, now, that's where you're wrong. Mamma J's Place, just down the block. They got ribs, turnips, chit'lins, grits--everything a country boy needs every night of the week.

(beat)

I'm taking us there for supper next Friday. I mean if it's okay?

SARA

(relenting frown)

Sweetheart, as long as I don't have to cook it, you can take us anywhere you want...as long as it's not expensive.

Sara notices the wine glasses, starts to rise from her chair.

NATHAN

Hold it, Baby. What do we need? I'll get it.

SARA

The wine. I forgot it.

NATHAN

(waves her back down)

You sit--I'll fetch. Besides, I twist the cork out easier than you do.

SHe frowns at that remark.

Nathan rises, exits into the kitchen through a swinging door. The boys start arguing over the comic book.

CHARLES

No, it's mine.

WILLIAM

But you can't even read. I could read it out loud for you.

CHARLES

No.

Sara taps a drinking glass with a fork.

SARA

Enough out of your two. Put that comic book away. We're here to eat, not read.

(calls out to Nathan)

Honey, I also forgot the biscuits on the stove.

INT. KITCHEN - CONTINUOUS

Nathan [frustrated] has an arm-lock on the wine bottle, struggling to get the corkscrew into the bottle's cork.

NATHAN

Okay, I'll get'em.

(under breath)

Damn. Why don't they just use lids.

SARA (O.S.)

You say something, Nathan?

NATHAN

No. just be another minute.

INT. DINING ROOM - CONTINUOUS

A BOMB [STICKS OF DYNAMITE TIED TO BRICK] CRASHES through dining room WINDOW.

SARA (O.S.)

(screams, terrified)

Nathan.

INT. KITCHEN - CONTINUOUS

SOUND of GLASS SHATTERING

NATHAN

(startled)

What the hell...

CUT TO:

INT. DINING ROOM -- CONTINUOUS

The bomb is lying near the table, It has a SHORT FUSE that is SIZZLING, almost burned down.

SARA

(gasps, petrified)

Oh, God...no.

CUT TO:

INT. KITCHEN -- CONTINUOUS

Nathan wheels around, making a mad dash for the dining room.

The instant he reaches the swinging kitchen door, the BOMB EXPLODES. The fiery blast DRIVES him backwards in the air. He CRASHES against the icebox and cabinets, dropping onto the floor.

Nathan, face down, is UNCONSCIOUS; clothes charred and shredded, speckled with his own BLOOD, GLASS and WOOD SPLINTERS EMBEDDED in his BACK..

Most of the dining room wall is missing. The DINING ROOM is in FLAMES.

CUT TO:

INT. DINING ROOM AFTERMATH -- CONTINUOUS

Through GUTTED CORNER WALLS, an open view of the street. FLAMES lick the rubble and SMOKE is bellowing out of the building wounds. RAIN is falling.

MANGLED BODIES and BODY PARTS lay strewn about the bombed-out room in a GORY MESS.

CUT TO:

INT. KITCHEN -- CONTINUOUS

Nathan STIRS, GROGGY, lifts his head. In the rubble, he sees his family's corpses strewn over the room in pieces. He's mortified--emotionally destroyed.

NATHAN

(agonizing screams)

No. No. Goddammit, no.

(breaks down)

POLICE and FIRE TRUCK SIRENS WAIL (O.S.).

DISSOLVE TO:

EXT. GRAVEYARD - SIMON FAMILY FUNERAL - DAYS LATER - EARLY MORNING

It's a somber morning. RAIN is still pouring.

The INTERMENT SERVICE is under a large CANOPY. One large and two small CASKETS are resting on brass bars casket support bars over pre-dug graves.

More than a hundred mourners are present, spilling out from under the canopy, braving the rain with their umbrellas.

Among the mourners are many whites as well as colored.

THREE PLATOONS of POLICE, all in full dress standing at ATTENTION in the background wearing raincoats. A sea of flowers surround the service.

A raincoated NEWSPAPER PHOTOGRAPHER snaps photos from a distance. Beside him is a reporter under a raincoat, writing on a pad.

PHOTOGRAPHER

(to reporter)

Why does it always rain at funerals?

REPORTER

God's law when you bury family. Seems that way. I'm finished. Let's get out of here.

Nathan stands by the caskets wearing full dress uniform.

TEARS track down Nathan's face as minister concludes services.

MINISTER

...to ashes, dust to dust. As we commit these precious souls to your divine care, knowing they are at peace. Amen.

A sea of black umbrellas suddenly begin migrating to waiting automobiles.

Nathan is left standing alone by the three coffins. He pulls THREE ROSES from bouquet kisses each one; placing one on each coffin.

NATHAN

(under breath)

Take care of them for me, Poppa. They were the best part of everything I've ever been.

DISSOLVE TO:

INT. PRECINCT - CAPTAIN BOLGER'S OFFICE - NEXT DAY

Nathan is standing in front of Bolger at the desk. Nathan's wearing street clothes and trench coat. He lays his pistol and badge on Captain Bolger's desk.

THUNDER RUMBLES. RAIN is PELTING the OFFICE WINDOW.

NATHAN

(to Capt. Bolger)

Hold on to these 'til I get back? If I come back.

CAPTAIN BOLGER

Sure. You, uh, know...the pain and hate you're feeling will never go away--not ever. You're gonna have to find a way to live with it or its gonna eat you up like a cancer.

NATHAN

Oh, yeah? You have no idea what it's like to lose your whole family?

CAPTAIN BOLGER

(nails Nathan with his eyes)

I know exactly what it's like.

(beat)

I lost my whole family, too, in a car wreck-- ten years ago next Friday. A goddamned drunk driver killed them. Lost my wife, my son--he was two-- and my six month old daughter.

NATHAN

(surprised,regrets remark)

Jesus, I had no idea. Sorry. I was off base.

CAPTAIN BOLGER

(waves him off)

Skip it. I may be white, but I'm your friend. I give a damn. Remember I'm hear if you need me. So, where you off to?

NATHAN

(shrugs)

Not sure. I figure I'll just go until I get to where ever I'm supposed to end up.

CAPTAIN BOLGER

I've given you 90 days. Only thirty days are paid of course. Best I could do. You can pickup it up at finance on your way out. Regulations say that two weeks unauthorized absence, I have to pull your badge permanently.

(beat)

I hope you do decide to come back, Nathan. You're a damned good cop. You can pick yourself up and start over...painful as it seems.

NATHAN

Thanks. Maybe I will come back. Just don't know yet. See you around, Captain.

(nods good-bye)

Bolger nods back and Nathan exits the room, into the hall.

CUT TO:

INT. PRECINCT HALLWAY OUTSIDE BOLGER'S OFFICE--CONTINUOUS

A young police DISPATCHER, OFFICER TUTTLE, scurries down the hall with his arms loaded with dusty file folders skirts around Nathan, turning into Bolger's office.

CUT TO:

INT. PRECINCT - CAPTAIN BOLGER'S OFFICE - CONTINUOUS

TUTTLE

Here's the files you wanted, Cappy.

CAPTAIN BOLGER

Dammit, Tuttle, I told you not to call me that. Where the fuck have you been?

TUTTLE

Gee, Cap'n, I been busting my fanny. There's lots of files here.

CAPTAIN BOLGER

Horseshit. I seen you at the water cooler making goo-goo-eyes with Miss Big Tits from finance.

(walks to at an empty desk)

Put'em right here.

Tuttle leans and plops them down. A large brown spider dashes out of one of the dusty files, and sprints across the desk. Tuttle steps back, STARTLED.

Bolger grabs a magazine and slams the bugger, SMASHING it DEAD.

TUTTLE

Whoa. He's a big one.

CAPTAIN BOLGER

That venomous little shit won't ever dream again. Women and spiders--two of God's worst mistakes.

Bolger sweeps the carcass off into the waste can with the magazine.

TUTTLE

That's a very interesting concept.

CAPTAIN BOLGER

What are talking about?

TUTTLE

Spiders dreaming. I never thought about'em like that. Maybe they do dream. Maybe all insects dream.

CAPTAIN BOLGER

(annoyed)

Who gives a shit? It was just a remark.

TUTTLE

What would a spider have to dream about anyway--right? All they do is hide out, make little spiders, spin webs, and eat bugs. They got it made if you ask me.

CAPTAIN BOLGER

Nobody asked you. Who the fuck cares?

TUTTLE

Maybe in my next life I'll come back as a spider. It might not be so bad hanging out on a web all day.

CAPTAIN BOLGER

Tuttle, do you carry a piece?

TUTTLE

Dispatchers aren't issued firearms. You signed the order yourself last year. Why?

CAPTAIN BOLGER

I was about to pistol-whip you with it. Are you on any medication?

TUTTLE

Uh, yeah--just some sleeping pills. I have insomnia sometimes. Why?

CAPTAIN BOLGER

You should double the dose. Now, get the fuck out of here. Go.

Tuttle scurries out the door like a frightened mouse.

CUT TO:

EXT. POLICE PRECINCT - FRONT STEPS -- CONTINUOUS

It's cold and raining as Nathan exits the precinct. Lots of TRAFFIC on the puddled streets. There's a loud clap of THUNDER and the rain pours harder.

Nathan snugs his hat down, flips the trench coat collar up, and ambles off down the sidewalk seemingly impervious to the rain.

DISSOLVE TO:

EXT. CHICAGO RAILROAD SWITCHING STATION - FEBRUARY 1942 -- NIGHT

DATE BAR: CHICAGO DECEMBER 1942

Under a FULL MOON's light and wafting fog lies the TRAIN SWITCHING STATION. Hundreds of rail cars parked, row after row, reflecting the bright FLOOD LIGHTS.

A freight train strung with flatcars is being loaded with MILITARY VEHICLES and CANNONS. Swarming around them are many men loading them cranes and fork-lifts; WOODEN CRATES, MILITARY WAR MACHINES i.e., CANNONS and TANKS and TRUCKS.

Surrounding the switching tracks is a vast bone yard of warn-out, rusting rail cars caped with a layer of snow and ice. This is an austere, tundra-like landscape.

TWO TRAIN DICKS [DETECTIVES] with flashlights and a leashed dog are walking between idling freight trains like German SS Troopers. One dick has a pistol in his hand. Their breath steam in the freezing air as they're search open freight cars, one after the other, for hoboes and vagrant hitch-hikers.

The DOG is BARKING VIGOROUSLY, stretching the leash.

They walk quickly towards a particular FREIGHT TRAIN that has just ARRIVED a few tracks over, it's breaks squeaking as it comes to a stop.

12-15 HOBOS suddenly begin bailing out of freight cars all along the train; raggedy as scarecrows; clothes stuffed with newspaper for insulation, and some are wearing old blankets cut into ponchos and bound with rope.

RAIL DETECTIVE ONE blows a police whistle at them about a hundred feet away.

RAILROAD DETECTIVE ONE

(shouting)

Railroad detectives. Hold it right there or we'll shoot.

Sudden PANIC; the transients RABBIT IN ALL DIRECTIONS.

RAIL DETECTIVE TWO FIRES SEVERAL SHOTS. He misses. The hobos vanish into the foggy darkness between trains.

RAILROAD DETECTIVE TWO

Goddammit. They got away. Let the dog loose.

RAILROAD DETECTIVE ONE

Bullshit. Use the pistol. One of those scarecrows killed my other dog last year--strangled him with a piece of rope.

The detectives stop, watching and waiting for someone in to make a run for it.

RAIL CARS HUMPING LOUD. DIESEL TRAIN ENGINES CHURN LOUD, as train starts moving.

Another FREIGHT TRAIN arrives, breaks SQUEAL as it slows to a CRAWL; SPRAYS STEAM that bellows out in large clouds

A freight car DOOR SLIDES OPEN. A familiar head cranes out wearing a tattered grey felt hat. It's CLEMENT

He looks up and down the length of train for rail dicks. Behind him stands HARLAN and NATHAN SIMON. Nathan is the only one dressed in decent clothes, though filthy.

FLASHLIGHT BEAMS pierce holes in the thin fog as two dark figure move towards them. We hear the rail dick's dog BARKING.

CLEMENT

(to Harlan and Nathan)

Oh, shit. We got company. Let's get out of here.

The three vagrants hastily crawl down out of the freight car, bedrolls slung over shoulders. A CROAKER SAC [FRESH CORN] is also slung over Harlan's shoulder.

RAILROAD DETECTIVE TWO

(shouting)

Stop right there goddammit.

(fires twice)

Both BULLETS PING off the side of the freight car.

NATHAN

Crazy bastards. We haven't done anything yet.

HARLAN

Don't have to. When you became a bum, you gave up being a person. C'mon, let's get packing.

Clement hightails it under an train idling nearby. The other two follow. They weave between and under other trains until they reach a clear parcel of tracks.

The men SPRINT across about sixty yards of parallel tracks towards a silhouette of trees at the fading edge of the fog.

The flight ends at a BARBED WIRE fence, parallel with a dirt road on the other side, snaking along the ILLINOIS RIVER.

They climb over the fence and amble off down the road.

Moonlight glimmers on the black slew, oozing quietly like molasses. A few white ice chunks are floating down river.

HARLAN (CONT'D)

This corn's gonna hit the spot when we get to Holdout.

CLEMENT

Aye. Look, the river's almost over its bank. Must have been a washout up river.

NATHAN

What is this Holdout place?

CLEMENT

A safe place in the ghetto where cops don't hassle you. Partly an old graveyard, but folks turned it into a dump over the years. When the ghetto thinned out, it turned to seed and grew a forest. There's safety in numbers there.

NATHAN

It's not a whites-only thing is it? I don't need any problems.

HARLAN

Naw, bums don't give a shit about skin color--only where their next meal's coming from. Lots of black bums and hobos on the circuit.

NATHAN

I hope you're right. What'd you mean about safety in numbers? Is it safe or not?

Charlie and Harlan exchange looks.

CLEMENT

(choosing words)

Well...lots of people have turned up missing in the ghetto the past 20 years.

NATHAN

(dubious)

How many is lots?

Clement offers Nathan a cold look.

CLEMENT

Hundreds maybe.

Nathan responds with a look of disbelief.

HARLAN

He's right. The cops know, but never find a trace except blood--lots of blood.

(beat)

I know that look. I ain't stretching it.

CLEMENT

Aye. People in the ghetto believe they was killed, then dragged off in the dead of night. Ghetto folk and bums are just social trash, so the cops never make a big deal over'em.

NATHAN

No money, no property--where's the motivation? Ever crime has a motive. Maybe the cops haven't found it yet.

CLEMENT

(palms up)

Motive, he says? He wants motive.

(dead serious)

How does hunger grab you? Would that motive enough for you, Nathan Simon?

NATHAN

Hunger? Whoa, you lost me.

CLEMENT

The victims didn't buy Greyhound Bus tickets out of town, for sure. I mean something's been taking people for food.

NATHAN

(stops, confused)

You mean...eating them? Is that what are you implying?

Nathan stops. The other two stop also.

CLEMENT

I'm not implying anything. I'm flat out telling you. A large fucking creature dragged them off in the dead of night and bloody ate the poor bastards.

(serious)

It's the Night Feeder. The tales of the gruesome creature go clear back to the early 1920s...a legend.

Nathan looks at them both, considers what he's just heard, then grins, thinking he's been had.

NATHAN

Oh, just having some fun with this darky, huh? Hell, I don't mind a little fun, done in good taste.

Clement and Harlan nail Nathan with serious looks; very clear they are serious.

CLEMENT

We never joke about folks dying, nor about the monster, mate.

NATHAN

A monster that drags people off during the night? Come on, man, you're talking about the boogy-man.

CLEMENT

Aye, mate, we are indeed. We may be poor and raggedy, but fucking idiots or liars we ain't.

HARLAN

This thing eats street people, Nathan--them at the bottom of the barrel society won't ever miss. Pretty smart for a monster.

Harlan and Clement give Nathan a cold stare. He studies their face like he would a suspect. They believed it.

NATHAN

(shudders)

Christ, my asshole puckered. We're talking about a real monster here?

CLEMENT

(to Nathan)

You do believe in monsters don't you?

Nathan gives it due consideration.

NATHAN

What sort of monsters? People?

CLEMENT

No, Spiders.

NATHAN

(shivers)

Shit. I hate spiders. Anyway, a spider's what at the most--one or two inches? Not much of a monster.

CLEMENT

How about if it's big enough to take a grown man down...what say about four hundred pounds?

NATHAN

Oh, give me a break.

HARLAN

Folks have seen the thing. The stories also say a naked man rides the monster like a horse.

NATHAN

That's the most preposterous thing I've ever heard. I suppose you two have actually seen this monster?

HARLAN

(to Nathan)

No, but we got friends that have. Them that don't lie.

(to both)

Can we get moving? My feet are freezing up.

The men continue walking along the shimmering river. CRICKETS CHIRRUP and FROGS CROAK.

NATHAN

Your friends--do they drink a lot of sterno? I mean, how do you know it's real if you've never seen it?

CLEMENT

I don't have to get shot to know a bullet will kill me. There's a detective in the precinct named, Kelso.

Clement's voice FADES into FROG CROAKING and CHIRRUPING

CLEMENT (CONT'D)

He's been tracking this monster for years. He believe that...

Lightening flashes in the clouds as a THUNDERHEAD grows. Dark CLOUDS float past a bright MOON. THUNDER GRUMBLES in the distance sky.

LIGHTS OF SUBURBAN CHICAGO are glimmering a few miles away.

DISSOLVE TO:

EXT. RIVER ROAD - HALF HOUR LATER

MOVING:

The men see a brief glimmer of a nondescript automobile tail lights flash a few hundred yards ahead. THREE CONSECUTIVE EXPLOSIONS ECHO like a car engine BACKFIRING. The tail lights of the car fade out of sight. The men ignore the noise.

CLEMENT

Kelso's had an itch to kill this fucker for years--the kind of itch he can't scratch. He patrols the ghetto in his car every night, looking for the bloody monster.

HARLAN

Yeah, and he's always seems to be in the wrong place when it snatches some poor fucker. The other cops don't believe the monster exists. They think he's gone nutty.

NATHAN

Nutty? The man sounds like my kind of cop--devoted to his conscience.

CLEMENT

Devotion? My ass. He's looking for redemption. When word got around the precinct years ago that he actually believed the monster was real, his popularity on the force turned sour.

(a beat)

killed his last chance to make detective lieutenant. The other cops all treat him like a leper except for his partner.

NATHAN

He told you all this?

CLEMENT

Naw, he'd never do that. We heard it on the street. You'd be surprised what you pick up on the street--even in the slums.

NATHAN

(considering the remark)

No, I wouldn't. You two ever talk to this guy?

CLEMENT

Sure, lots of times.

NATHAN

I'll bet he's never seen the monster?

CLEMENT

Not to my recollection. You know, you don't have to believe the fucking monster's real either, but you might live a wee bit longer if you gave it the benefit of some doubt.

HARLAN

Clement and me, we've heard Blood curdling screams in the dead of night. Only to find out somebody we know turned up missing--nothing left but blood.

CLEMENT

Good people, too--just vanished from the earth. Never a single corpse has ever been found in the ghetto. Don't that seem just a wee bit strange--especially to a cop?

Nathan is suddenly feeling uneasy.

NATHAN

Christ. You guys are really good at this shit. You're starting to scare me. I've never believed in things that go bump in the night except for thieves. Not even as a kid.

(long beat)

If I find you guys have been stringing me along, so help me--

CLEMENT

We're not. Monsters, giant spiders--all frightening images. Fear can sometimes make a man live longer and--

(freezes)

Look. Speaking of living longer--there, in the weeds yonder. Please tell me that man is sleeping.

All stop, gawk. About 20 FEET away, a MOTIONLESS BODY, WELL DRESSED IN A SUIT and over coat is lying FACE DOWN, partially hidden by weeds and scrub brush.

NATHAN

Dressed like that--out here? Not a chance.

CLEMENT

You're thinking he's, uh, dead?

(signs the crucifix)

NATHAN

There's a simple way to find out. Wait here.

Nathan approaches the body cautiously as Clement and Harlan stay back.

HARLAN

(loud whisper)

I say we get the fuck away from here, fast. Are you out of your mind?

CLEMENT

(loud whisper)

Harlan's right. What if he is dead?

NATHAN

(normal level)

Then there's nothing to be scared of, is there?

CLEMENT

That's your bloody opinion.

Nathan rolls the corpse over; white male, 50ish, and has ONE bullet hole through his TEMPLE, TWO in the CHEST--real messy.

HARLAN

(high whisper)

Careful, it could be a trick.

NATHAN

(normal level)

Two bullet in the pump and a third aired his brains out. I think it's safe to assume he's dead.

Sinister looking clouds are passing, filtering out a lot of the moon's light.

Unseen by the other two, Nathan plunders the stiff's pockets. No wallet. He fishes THREE $100 bills from the vest pocket, puts them in his trench coat pocket.

A thirty-eight snub-nose special is holstered under the corpse's left arm. Nathan hastily unsnaps it, yanks the rig off the corpse.

He then peels out of his coat, quickly straps the piece on himself, then puts his coat back on and buttons it.

CLEMENT

(concerned)

Nathan, what are ya doing, man giving the bastard his last rights? Let's get the fuck out of here.

NATHAN

Coming.

He gives the piece under his coat a comforting pat as he rejoins his partners that have begun walking already.

HARLAN

(to Nathan)

We could have been a half mile down the road by now if you hadn't gone messing around with that stiff.

NATHAN

(amused at their worry)

Maybe these babies will put a smile on your ugly mugs.

Nathan hands them each a $100 bill.

HARLAN

(face widens)

Oh, shit, we're rich. Why, I...I ain't had a hundred dollar bill in twenty years.

CLEMENT

Now, I'm wondern' why anyone bring a man way out here in the sticks just to bloody kill him, then leave him be with a fortune in his pockets?

NATHAN

That guy wasn't mugged. He was whacked by a professional.

CLEMENT

What makes you think that?

NATHAN

(a beat)

One in the head, two in the chest, large caliber. Makes for a real messy picture on the morning newspaper. It sends a clear message that nobody's untouchable...something I know a lot about.

CLEMENT

(suspicious)

Nothing personal, but you always sound like a bloody copper the way you're always analyzing everything and spittin' out the results.

NATHAN

(slight hesitation)

Actually, I, uh, was a cop--a detective in Harlem. I mean, I still am, technically. I just had to get away.

CLEMENT

Holy Mary, a black detective--and in the bloody flesh. And you left that life for this shit? Un, Sorry, I didn't mean to pry. Street rule number one is keep your nose to yourself.

NATHAN

No big deal. It's my problem to work out.

CUT TO:

EXT. GHETTO - A DARK STREET -- NIGHT -- CONTINUOUS

Kelso and Seigler have STAKED-OUT a corner in the ghetto in two separate cars, watching for the SPIDER MONSTER.

Kelso is in an old sedan. Around the same corner, adjacent street. He lights a cigarette.

INT. SEIGLER'S CAR -- CONTINUOUS

Karl Seigler sits waiting in his late model coupe--their backs are at 90 degrees to each other.

He's sipping coffee from a thermos cup. His eyes roam the dim lighted street...then glances into his SIDE MIRROR...sees Kelso waiting patiently as well.

INT. KELSO'S CAR -- CONTINUOUS

Sees a GLOW as Karl also lights a cigarette.

He glances in the RIGHT SIDE MIRROR at Karl Seigler's car and aims and CLICKS his FLASHLIGHT on-off twice, aiming over his shoulder, at Karl's vehicle.

Karl flashes TWICE back--all is okay.

The streets are poorly lighted and filled with contrasting shadows. TWO WINOS stagger across the street yards away. They don't notice Frank sitting in the car.

One wino stumbles and falls. The other man helps him to his feet. They stagger arm-in-arm across the street.

KELSO (V.O.)

(under breath)

Poor bastards. Penniless and homeless, and not a care in the world.

Glances at DASH CLOCK: 9:15 P.M.

Frank turns to flash his flashlight at Karl again.

INTERIOR LIGHT is ON in Karl's car and the DRIVER'S DOOR is OPEN. No sign of Karl.

KELSO (CONT'D)

(dread)

Oh, shit.

Kelso leaps out of his car, coffee flying, gun drawn, and races towards Karl's car. The door is open, windshield smashed out, DRIVER'S SEAT and CURB are covered in BLOOD & GREEN fluid [venom].

KELSO (CONT'D)

Oh, Jesus.

Angry, he slams the top of the car with the butt of the pistol gripped in his hand.

KELSO (CONT'D)

Goddammit.

Kelso is fuming with anger, develops a taste for blood in the worst way...begins walking down the dark street...faster...faster...looking in every shadow for the monster.

From down the street, Kelso suddenly hears the spider's EIGHT FEET CLACKING on the CONCRETE, sounding like HORSE HOOVES.

Now, he sees the SPIDER MONSTER about FIFTY YARDS ahead skittering down the street. It's crawling past a street lamp towards the alley next to JAKE'S BAR & GRILL [at 211 S. Vineyard brownstone].

In all its terrifying hideousness, the Night Feeder, skittered off down the street with Seigler's cocooned corpse cradled in its human arms.

KELSO (CONT'D)

(muttering)

Oh, my God...Bossley was right..

Kelso aims, FIRES TWICE.

One BULLET rips into the creature's LEG. It almost falls, but it regains its footing, and gallops towards the blind alley as Kelso chases it on foot.

KELSO (CONT'D)

Goddamn you to hell.

Kelso pops off four more rounds...all miss, and the creature enters the alley.

Seconds later, Kelso reaches the alley running, turns inside, then stops...looks all around...not there.

KELSO (CONT'D)

Shit..

(catches his breath)

That's all right,motherfucker. Now, that I know your neighborhood, I'll

(seething)

back with the biggest fucking gun I can find.

DISSOLVE TO:

INT. CAPTAIN WILLIS' OFFICE -- NIGHT - HOURS LATER

Willis and Kelso are discussing the death of Seigler. Willis, isn't buying the spider monster story--no way.

WILLIS

...and to me, looks more like somebody smashed a crowbar trough the window, bashed his head in, and dragged him out. That why all the blood.

KELSO

I told you what got Karl. The thing ran off with him cocooned up like--

WILLIS

(raises silencing hand)

Stop. Don't even fucking say it. I told you I won't have that shit in my investigation reports.

KELSO

Goddammit, I even chased the creature.

WILLIS

Now you listen to me. I am not going to shit away my retirement over throwing the city into panic over a monster we can't even prove exits.

KELSO

Prove it? Christ, I put a bullet in the sonofabitch. I know it's real.

WILLIS

Did you suddenly go deaf, Detective?

(very angry)

I make the goddamned rules around here. I told you, drag the bastard in here and I'll take action. Where is the fucker? You show it to me or

(beat, eyeballs Kelso)

write the goddamned report like I told you to...or turn in your badge.

Kelso is fuming. He give Willis a searing look.

KELSO

You should run for Mayor--better yet, Police Chief. You've all got the same shit flowing in your veins. You'll get your report, clean and shiny as your bald head.

CUT TO:

INT. NOBLE'S LAIR -- CONTINUOUS

Spider Monster is crawling towards the door to leave. There's a BLOOD CLOTTED BULLET WOUND in a leg near the Manifold.

Lying on a wall shelf is Noble's old LABORATORY LOG. He notices it...stops and picks it up. Slowly, carefully, he opens the book.

Inside the weathered, disintegrating book is an faded TIN-TYPE PRENUPTIAL PHOTO of he and Lacy McTavish, his long-lost love. Noble puts his hand over the photo reverently, closes his human eye, and think back to the day the photo was taken. TEARS flood, down his tile-like face.

CLOSE ON NOBLE'S EYES: ANAMORPHIC TRANSITION FROM PRESENT TO PAST JULY 4, 1920.

DISSOLVE TO:

EXT. JULY 4, 1920 FLASHBACK MEMORY - THE CITY PARK -- DAY

Noble is in the park with Lacy. The sun is bright and it's a glorious day for lovers.

John Noble and LACY MCTAVISH are strolling merrily along, arm-in-arm. She's twirling her lace-lined umbrella lying resting on her shoulder.

The park is festive; overflowing with people enjoying the festivities. ORCHESTRA MUSIC, FIRECRACKERS, and BARBER CHOIR SINGING fill the air. Everything in the park is red, white,and blue.

A BANNER that reads: "JULY 4, 1920 CELEBRATION"

Kids and parents and sweethearts are gathered along the lake; picnicking, taking canoes rides, and the local ORCHESTRA is gathered in the bandstand gazebo PLAYING LOUD, LIVELY.

LACY MCTAVISH

Oh, John, it's so wonderful. You're really a doctor, now. You know, I've never been on a date with a physician before. The other young ladies in the garden club are simple green with envy of me.

JOHN NOBLE

It's hard for me to believe as well. Once I hang out my shingle, in no time, I'll have enough income to support us.

LACY MCTAVISH

Mother and father are so proud of you as well. Which reminds me; they're are out of town until tomorrow evening.

(seductively playful)

We could have the entire house to ourselves...even my bedroom.

John is shocked and stops in his tracks. She stops too, then leans into him, smiling seductively as she stares straight into his eyes.

JOHN NOBLE

My God, Lacy. Are you suggesting we--

She shuts him up, planting a passionate kiss on his receptive lips.

JOHN NOBLE (CONT'D)

Oh, how I want you, but we have to be sure that..well, you know...no one suspects.

Lacy presses his lips silent with a hand.

LACY MCTAVISH

(steamy, decadent)

John Noble, if you don't take me home this instant and ravage every inch of me, I shall behave like a common whore and offer my body to the very next man I see.

JOHN NOBLE

(shocked)

Lacy, Good Lord. Someone might hear you.

LACY MCTAVISH

Why, Dr. Noble, I never knew you were such a starched prude.

JOHN NOBLE

And I never knew you could be so

(looks into her eyes)

...so delightfully decadent. What a provocatively yummy plan. Perhaps this would be a wonderful opportunity to practice my bedside manner.

LACY MCTAVISH

I shall need a thorough examination, Darling. It's has been two years--ever since that horrible bee sting almost killed me. Remember?

JOHN NOBLE

How could I forget? I thought I'd lost you. Actually, I may have to examine you two or even three times--just to make sure I haven't missed anything.

LACY MCTAVISH

(dirty little grin)

Playing doctor is going to be so much fun. My, but I'm blushing already, aren't I?.

JOHN NOBLE

We must set a wedding date before we go so far as the bed--agreed?

LACY MCTAVISH

Very well. Tomorrow, we'll have our prenuptial pictures taken here in the park at nine A.M. Next Sunday, we'll take our vows in church at noon. As a matter of fact, I've already sent out the announcements.

JOHN NOBLE

You...oh, you are a sly little winch.

LACY MCTAVISH

(giggles)

Sly? I've been planning this for months. Now, let us hurry home, Darling. My blood is already on fire.

They both LAUGH, hurry off like two excited children.

DISSOLVE TO:

INT. LACY MCTAVISH'S BEDROOM -- DAY

Lacy and John are naked, lying on the bed, making passionate love. They collapse in each other's arms exhausted.

LACY MCTAVISH

Tell me you love me as I love you?

JOHN NOBLE

Five years I've waited. Nothing can separate us but death.

DISSOLVE TO:

EXT. PRESENT DAY- 1942 - RIVER HOTEL ENTRANCE -- LATER

The hotel is a cheap flop house three blocks from the Majestic Hotel. A few prostitutes wait out front for customers. A hotel Sign READS "PRIVATE ROOMS $1.00 A NIGHT."

CUT TO:

EXT. RIVER HOTEL - REAR -- CONTINUOUS

On the second floor, the Spider Monster crawls out the open double doors, onto the small terrace; a cocooned corpse cradled in its Human's arms.

DISSOLVE TO:

INT. A STREET ON THE FRINGE OF GHETTO -- NIGHT

Clement, Harlan, and Nathan are walking along the ghetto outskirts. The streets are almost deserted and very ominous.

FIRE-CHARRED ruins of old brownstones line the street.

CLEMENT

If they could talk, imagine the sad stories these old building could tell.

The night is freezing cold. A few CAMPFIRES are burning in 55 gallon drums. Huddled around them are small groups of raggedy people, even kids.

NATHAN

I've never seen war, but I'd say this place is damned close to it.

(worried)

I sure hope they know we're as poor as they are.

CLEMENT

Aye, but they ain't the bloody problem around here. It's the bloody street robbers. They make my arsehole pucker.

NATHAN

Someone would actually rob us?

CLEMENT

Count on it. The devils come at'cha from the shadows--on top of you before you know it.

NATHAN

(amazed)

Steal? What the fuck do they think we got worth stealing, our corn?

HARLAN

(grunt)

Shut up, will ya? Corn is food.

NATHAN

Some folks will kill us for food.

HARLAN

Goddamned right about that. These are starving, and desperate folks.

The men negotiate one block after another. Lighted ghetto buildings come into sight in the far distance.

They round the next corner. The Majestic Hotel's top two floors [in the distance]; tower above many brownstones that are mostly deserted and boarded up.

NATHAN

Civilization...at last.

CLEMENT

That might be a bit pretentious. This part of the ghetto is near dead.

A STREET SIGN READS "200 Plum St."

HARLAN

Hey, 'spose let's cut between these apartment buildings. We'll save two blocks walking. I'm tireder'n a bull with two peckers.

The men stop and gander at the tall weeds and Johnson Grass encircling the brownstones apartment building on the street.

CLEMENT

I detest weeds, me old legs are getting bummed out as well.

Clement leads the way as the three cut across the side yard through tall grass between two boarded up brownstones. They cross the street and cut through between two more brownstones.

A LARGE SIGN ON THE FRONT DOORS ALL READ "CONDEMNED, by Order Of CHicago Fire Department"

Nathan glances at a faded sign overgrown with vines on a brownstone. IT READS "SOUTH VINEYARD APARTMENTS"

THE BUILDING NUMBER IS "211"

Clement abruptly stops, his HEAD robotically PIVOTING, staring as he traverses the surrounding building.

NATHAN

What are we stopping for?

CLEMENT

(shushing him, low voice, scared)

Quiet. Oh, God, please let this worthless old tramp be wrong.

NATHAN

(irritated)

What the fuck are you talking about?

CLEMENT

(scared shitless)

Now, wha...what do you suppose would be the address of this...building?

HARLAN

(belligerent)

How the hell fuck would I know that? I don't read minds.

NATHAN

It's 211 S. Vineyard. Why?

Clement and Harlan exchange glances, faces go wide, and suddenly pale uneasy.

HARLAN

(impaled with sudden fear)

Oh...My Lordy.

NATHAN

(pissed, scared)

Would you old farts mind telling me exactly why your asses are sucking wind? Mine is, and I'd damned well like to know why.

CLEMENT

That's good. You should be terrified. This is the bloody place most of the people have been reported missing.

(very nervous)

Stories say the Night Feeder's lives in this building somewhere.

Nathan reads the worried faces.

NATHAN

(skin crawls)

I'm not superstitious by nature, but this shit about monsters is beginning to wear.

HARLAN

(impatient,snarly)

Are you two writing a fucking book? The thought ending a pile of spider dung ain't all that appealing.

CLEMENT

That's a bit graphic?

HARLAN

(anxious, trembling)

Good. Can...can we fucking go?

Clement leads them through the tall grass; eyes peeled.

FOGGY MISTS WISP by as the WIND kicks up. SILENCE is HEAVY.

A LOUD CREAK reverberates from high up the building and the three men freeze, eyes traversing, white and mercurial.

A PANE of WINDOW GLASS comes sailing down from four stories up, GLIMMERING in the moonlight as it falls.

It explodes as it hits a rusty fire escape. GLASS CHARDS SHOWER the terrified men.

Harlan bolts in unbridled panic, screaming.

HARLAN (CONT'D)

Run goddammit. Ru-u-u-un.

His behavior provokes the other two, and they lose it, too. Like a shot, they light out in a crazed flight for life, all three making for the blind alley ahead.

ONE LAMP POST and the lighted entrance lamps along the Majestic Hotel's driveway entrance DIMLY LIT ALLEY.

Exhausted, they stop under the LAMP POST in the alley and look behind, all panting hard. Their BREATHS SMOKE in the cold air. Nothing is pursuing them.

CLEMENT

(real pissed)

Goddamned you old fuck article. You near gave me bloody heart failure for nothing. Have you lost your fucking mind, Harlan?

Clement jerks his hat off, WHACKING Harlan a few licks. Harlan raises his arm in defense.

CLEMENT (CONT'D)

Good thing I don't have a bloody gun, else I'd not be opposed to shooting you squarely in the arse.

HARLAN

I'm sorry, okay? When the glass fell out, I..I thought the thing was coming right through the goddamned window for us.

NATHAN

(pissed, but relieved)

You scared the living shit out of me, too. I would kick you 'til your dead, but I'm too fucking tired.

HARLAN

So, be pissed off, but something made that pane fall. Suppose it had been the monster. You two'd be kissing my feet instead of wanting to kick my ass.

The three men look at each other, relieved, and start laughing.

NATHAN

(to Harlan)

I guess you're right. Sorry.

CLEMENT

(frowns)

Aye, me, too I reckon.

In the UPSTAIRS WINDOW AT 211, where the pane fell out, the NIGHT FEEDER'S BLACK EYES GLISTENED as it watched the three men in the alley.

Through the blowing fog, the three bums are looking up at a BRICK and WROUGHT IREON ARCH. A FADED SIGN on the arch READS "EAST BRIDGE CEMETERY." The remnant ribbon of a gravel road leads beneath the arch, snaking off into HIDEOUT.

Near by in the blind alley, is the Hotel's covered service entrance for deliveries adjoining the circular drive. The SERVICE WALKWAY is beneath a CANOPY ROOF. There's a dim night light at the door.

CLEMENT (CONT'D)

Gentlemen, the arch leads to Holdout.

The men follow the worn road. It snakes around clumps of trees and large skeletal mounds of rusted cars and appliances covered by decades of vine growth, tall weeds, and shrubs.

A prominent ten foot high brick wall surrounds Holdout; separating it from dilapidated, deserted brownstones. Bright dots of vagrant's campfires glimmering throughout the forest.

NATHAN

(impressed)

Quite a sanctuary.

CLEMENT

Aye, a regular resort to us.

The men approach a campsite by the trail. A healthy fire SNAPS and CRACKLES. Four bums are lying around the fire; all snuggled in raggedy quilts and blankets.

One bum suddenly sits up, a POSSUM GRIN parting his BEARDED face.

FROG

Well, I'll be goddamned. If it ain't the dukes of Chicago,in the flesh. Glory be.

Nathan, Clement, and Harlan stop at the camp.

CLEMENT

Am I seeing a mirage? It's himself, Frog.

FROG

(stays put)

We all heard, on the Eastern circuit, you two old fuckers was dead--run over by a train or something.

HARLAN

No shit? We're real happy to disappoint you. How the hell you been you old wine-head?

(to the others three men in camp)

Hi Bob, Curly, Ransom.

Everyone nods.

FROG

Had my ups and downs, but I'm getting along.

CLEMENT

See the gang's stuck with you. You sound sober. Gave up the grape, did you?

FROG

Clement, I ain't pulled a cork for a month. You?

CLEMENT

I stay off the juice mostly, but if I could afford me a fine bottle of Irish whiskey every day, I'd likely die happy and pickled.

Everybody laughs.

Beside Frog, the blankets fly back. PENNY'S WORTH, Frog's female companion,suddenly sits up, cackling and grinning, looking like a zombie. She's in her 60s--a regular scarecrow--with stringy gray hair, toothless gums shinning between her thin lips and face drooping with wrinkles.

Nathan staggers a step back, startled by her appearance; bumping into Clement.

CLEMENT (CONT'D)

(grins, whispers)

Don't worry, son. She don't bite.

NATHAN

(whispers)

Christ, I...I just never seen a woman that ugly that wasn't already dead.

PENNY'S WORTH

(to Frog)

That's a crock of shit. This old fart can't afford wine these days is all, else he'd be shit-faced as ever and dancing around the fire like a wild Indian buck.

(witch-like cackle)

Hi Clement...Harlan.

HARLAN

As I live and breath--Penny's Worth. Why, we ain't seen you since Baltimore, when you left Frog.

PENNY'S WORTH

Left him? That's a crock of Horse shit. This old juicer ran off and left me; 't'was right during the night while I's off doing my business in the bushes.

HARLAN

Really? Well, I see you caught up.

PENNY'S WORTH

(lovingly tugs Frog's beard)

Yeah, I caught up with the old bastard. What can I say? The man's a goddamned stud. He ain't gonna get rid of me that easy again.

(a beat)

Clement, you're looking good. Where Ya'll in from.

CLEMENT

New York City, darling. Actually it was brief. Sort of a detour from Maryland to catch a hop back here.

PENNY'S WORTH

I hear the soup kitchen's up there's real generous.

CLEMENT

You kidding? Things are so bad up there, gunman are holding up soup lines instead of liquor stores .

They all laugh it up.

PENNY'S WORTH

(cackles loud)

Oh, go on away from here.

CLEMENT

We decided not to stay when we heard the rats in Manhattan are so bony, cats won't even chase'em.

PENNY'S WORTH

You old Mic, you're still as full of shit as ever. I sure miss ya'll tripping with us. We get tired of laughing at Frog.

FROG

(to Penny's Worth)

Why, you never told me that.

She pats his bearded cheek lovingly.

HARLAN

(to Penny's Worth)

See you lost the rest of your front teeth. What happened?

FROG

Oh, It's them damned hard candies. She couldn't let'em alone. I had to yank the last one out last week.

(grins playfully at her)

But I don't mind. What my little Georgia peach here can do to me under the covers now--oh, my.

(bear hugs her)

Penny's Worth elbows him hard in the ribs. Pulls away.

PENNY'S WORTH

You shit-ass. Next time you wanna get friendly under the blankets, buster--you go find a knothole in some tree.

Penny's Worth struggles playfully in his arms, but gives into his embrace.

FROG

(chuckles, to Clement)

Who's your young partner?

NATHAN

(to Frog)

Nathan Simon. Hooked up in Atlanta.

HARLAN

(to Frog)

He's sort of a smart fella, but we try to overlook that. We all got our faults.

(laughs)

Well, best we get moving. Been a long day. We're pretty dogged out.

They all nod and wave.

FROG

(to Nathan)

Don't you go lettin' them two teach you no bad habits, now. Nice meeting you.

NATHAN

(smiles, nods)

I'll watch out for'em, thank. Night.

DISSOLVE TO:

EXT. THE TRIO'S CAMP -- LATER

Clement's got hot fire stoked inside a charred up five gallon bucket. Bedrolls are spread out. Nathan is kicking back, watching Harlan fix supper.

Harlan is on his knees husking the ears of corn he brought. He cores one end each with his pocket knife and inserts each with a two-foot GREEN TREE BRANCHES he's cut from a tree.

HARLAN

(to Clement)

Corn's ready for the fire. You better go get the meat.

CLEMENT

Aye, I'll go fetch us up a mess of critters. Relax. I'll be a few minutes.

Picks up a piece of limb like a club.

NATHAN

You must mean squirrels. Didn't know you could hunt squirrel at night, especially with a club. My daddy used to hunt squirrel back in Atlanta, but he used a gun. He died young, so all I ever learned to hunt was bad guys.

Clement gives Nathan a confused look, then shrugs at Harlan. Harlan shrugs back, equally confused.

CLEMENT

(to Nathan)

Squirrels huh? I;;, uh, Be right back.

Clement disappears into the shadows, following the brick wall surrounding Hideout.

Harlan pushes the green sticks skewed with corn into the ground around the campfire bucket, then plunks his butt down on a rickety wooden soda pop case.

Nathan puts his shoes back on. CRICKETS begin CHIRRUPING.

Clement returns from the shadows with six rodents. all skinned and skewered onto with long green tree branches with sharpened tips.

CLEMENT (CONT'D)

(holds up his catch)

Gentlemen, the Almighty was most generous tonight. Once again, we shall dine on nature's bounty.

Clement stakes the skewed rodent in the ground beside the corn, allowing the naked carcasses to dangle above the flames. Immediately, we hear them beginning to SIZZLE.

Clement plops down on his bedroll and waits.

Small GUSTS of WIND begins rustling the trees. The sky looks fierce.

HARLAN

I'm so damned hungry, my stomach thinks my mouth's grown shut.

(looks around at the sky)

Fogs blowing off, but that Sky's looking real bad.

The CRICKETS abruptly go SILENT.

CLEMENT

That bloody sky looks like it's fixin' to do something. Smells damp.

HARLAN

(looking up)

I sure hope you're wrong. I hate getting wet. It makes my butt itch and chafes my crotch raw.

A TWIG SNAPS close by in the darkness. The men immediately look towards the sound.

NATHAN

That sounded Like footsteps.

Only the WIND RUSTLING the TREES is left behind.

The men stare into darkness, exchange glances, then dismiss the event without further concern.

CUT TO:

EXT. HOLDOUT - OLD EAST BRIDGE CEMETERY -- CONTINUOUS

Twenty or so TOMBSTONES encircle a tall rotting, barren tree; it's tendrils reaching skyward as if pleading for merciful.

The sinister sky BLINKS the bright moon, painting the grave slabs and head-markers with a haunting GLOW. The Spider Monster's huge, hideous body and legs slowly part the tall grass beside an ANGELIC HEADSTONE.

The creature lowers itself over a GRAVE SLAB and places a human hand on it, reverently.

ANGELIC HEAD STONE READS: "LACY McTAVISH BORN JUNE 7, 1890 DIED JULY 4, 1929."

Noble's fingers trace the words and he RECALLS the fatal day in the park where Lacy was killed.

DISSOLVE TO:

EXT. FLASHBACK MEMORY - CITY PARK -- SUNDAY 1929 -- MORNING

Dr. John Noble and Lacy McTavish, his fiancee, are in city park having prenuptial photos taken by a local photographer.

The photographer head is under the blackout hood of the big 8X10 camera focusing. Lacy and John are standing rigid by a dramatically-squat oak tree with low hanging limbs.

Hand above his head, he motions for them to move back against the tree. John positions his foot on a large rock at the tree's base. Lacy rests her arm on a low hanging limb.

PHOTOGRAPHER

Aah--beautiful. Hold it please.

LACY MCTAVISH

I'm so excited, Darling. We're actually getting married.

JOHN NOBLE

I know. Neither can I.

Suddenly, with her white-gloved hand, Lacy slaps at her neck that's covered with a high lace collar.

LACY MCTAVISH

(Slaps her neck again)

Ouch.

JOHN NOBLE

What's the matter, Dear?

LACY MCTAVISH

Something is stinging under my collar. Good God, John. I think an insect stung me.

Lacy captures something under her collar, then unfurls her gloved hand. A BLACK WIDOW SPIDER leaps out of the glove, onto the ground.

LACY MCTAVISH (CONT'D)

(gasping, terrified)

Oh, my God. A spider--it bit me. It bit me.

John crushes it to death with his foot.

Lacy turns white, suddenly having difficulty breathing. As John throws his arms around her, she faints. He catches her as she goes limp.

PHOTOGRAPHER

Christ All Mighty. Luckily, black widow bites are seldom fatal.

JOHN NOBLE

They might be to her. She's allergic to insect bites. Goddammit, man, open the back of your truck. Help me. We've got to get her to a hospital, post haste.

DISSOLVE TO:

INT. HOSPITAL ROOM --HOURS LATER

John is sitting by the bed holding Lacy's cold hand. She's dead. He's devastated and TEARS track down his face.

The doctor pulls the sheet over her head. He turns to Lacy's parents standing at the foot of the bed. The priest is with them. He places consoling arms around them as they WEEP.

The doctor places a consoling hand on John Noble's shoulder.

DOCTOR

I'm sorry, Doctor Noble. The allergic shock was too severe. There wasn't enough time.

John rises, peels the sheet back, kisses Lacy's lips tenderly. He straightens, eyes towards the ceiling, closed. His face is a mask of anger.

JOHN NOBLE

(to God)

She was all I ever wanted in this miserable life, God...and you took her like a thief.

(fights back tears)

Goddamn you ...and goddamn your fucking spiders.

(shakes an angry fist)

Now I shall take from you. I will find a way to destroy every spider you've created if it takes my whole life.

(pause)

I'll wipe them off the face of the earth before I'm done with you.

The minister is shocked, speechless. He immediately resorts to begins praying hard upon hearing the damnations..

JOHN NOBLE (CONT'D)

I will avenge her...even if it means spending an eternity in hell. I shall consider it time well spent.

John turns and, with a swift kick, sends the chair flying as he storms out of the room. The priest and the doctor pass glances, both mortified by his behavior.

DISSOLVE TO:

EXT. PRESENT DAY 1942- THE TRIO'S CAMP -- NIGHT

Sounds of soft, contemporary music oozes through the night from a RADIO (O.S.) nearby.

Nathan emerges from making in the bushes; fastening his fly and buckling belt. His coat is open. The pistol is showing.

NATHAN

(sniffs the smoke)

That food's is really smelling great.

Clement and Harlan are given a turn as their eyes fix on the pistol holstered under Nathan's arm. Nathan looks down, realizes his secret's out.

NATHAN (CONT'D)

Sorry. I was gonna tell you tonight anyway.

HARLAN

Get that shooter off the dead man?

NATHAN

Yeah. After all the scary shit you two were running by me, I figured hell, it couldn't hurt to play safe.

(beat)

I told you guys I was a cop. Truth is...I still am.

CLEMENT

(surprised)

I'' be damned. I suspected as much. Why you hanging with the likes of street trash if you're still a cop?

HARLAN

(to Clement)

You're working undercover, right?

Nathan slips into his coat, settles down on his bedroll.

NATHAN

No, I'm on bereavement leave. I didn't know where to go, so I just started walking one day.

Harlan takes three tin plates from his rook sack and begins fixing the food and passing them out.

CLEMENT

Takes a lot of pain to make a person go off like that. I take it whoever died was real close to you?

Nathan hesitates, draws a deep breath, preparing an answer.

NATHAN

Yeah. My wife and both of my sons--just babies.

(fights off tears)

Goddamned syndicate bombed my apartment. We sat down to eat--a celebration form my promotion to Sergeant. One spit second and they were gone.

CLEMENT

(signs the crucifix)

Holy God, Nathan. I'm so sorry.

NATHAN

You have a right to know about your partners.

In the tall brush close to the camp, the spider monster has returned, SQUATTING in the tall weeds, stalking the three men.

The SHINY BUTT of the PISTOL GLISTENING inside Nathan's open coat catches the beast's attention. Eyes fix on it.

CLEMENT

What are you expecting to find with us, Nathan?

NATHAN

Redemption maybe. Maybe I'm punishing myself. I should have protected my family better. I just don't know.

(beat)

I never seem to get even break in life. I've been knocked down so many times...this time I just stayed down for the count.

CLEMENT

Aye, I know what you're saying, son, but you'll not find redemption on the circuit. We're at the bottom of the barrel.

(beat)

You can still go back and start over. You just need courage.

NATHAN

I just need Something to go right in my life. I can't take any more shit.

Nathan fishes an old STOGY from his pocket and lights it.

HARLAN

You're looking for a crutch. You won't find it with us. Shit and misery--that's all bums have got. Them's nature's laws I reckon.

LIGHTNING threads the horizon as THUNDER rumbles through the night.

CLEMENT

(sniffs the air)

I smell rain coming--lots of it.

The wind is gusting stronger as minutes pass.

HARLAN

Oh, crap. I was looking forward to some serious shut-eye.

The radio music stops for a SEVERE WEATHER WARNING.

RADIO ANNOUNCER (V.O.)

We interrupt this programming to bring you a sever weather warning.

(beat)

A sever electrical storm north of Chicago is causing major flooding along the Illinois Rivers and adjacent streams. Heavy rain and high winds of 70 mile per hour gusts are expected by two A.M. this morning.

Noble Creature's head pops up above the weeds at the mention of flooding.

RADIO ANNOUNCER (V.O.) (CONT'D)

Heavy flooding is expected to reach the suburbs and lowland rural areas on the West side of the river within the next few hours.

NOBLE-SPIDER

(gasps)

Lacy...I must hurry.

RADIO ANNOUNCER (V.O.)

Those living in these areas should evacuate immediately to high ground. Stay tuned to this...

The Creature springs to its feet, rising high above the grass just as Harlan looks up.

Lightning FLASHES. Harlan see the monster's hideous configuration plan as day. He sucks air and his mouth flies open to scream, only he's so terrified he can't utter a sound. His arm flies out, finger pointing towards the creature.

The creature REARS, SPINS AROUND on its hind legs and GALLOPS off into the darkness like a horse.

Clement and Nathan see the godawful look on harlan's face and think he's having a stroke. They nearly panic.

CLEMENT

Harlan? What's wrong? Is it your heart?

NATHAN

Are you having chest pains?

HARLAN

(finding his voice, pointing)

No. There--the thing--the goddamned Night Feeder is right there behind you.

Nathan's draws the pistol and spins around, rising on his feet, waving the gun right...left...right...finding nothing but darkness.

Clement leaps to his feet...shuffles cowardly around behind Nathan.

NATHAN

(scared shitless)

Where goddammit? I don't see anything.

HARLAN

(trembling, shaking a finger)

It...it was right there--in the grass about fifteen feet out. I swear it was. Big as a fucking horse.

(pause)

All the shouting...we...we must have scared it off. It was so...huge and so horrible.

CLEMENT

(relieved,but pissed)

You dumb fuck. You scared me so bad I almost bloody fainted. You make me wanna beat the shit out of you when you pull this shit.

NATHAN

(relieved)

I think I'd like to help him. Dammit all--I could have shot an innocent person out there just taking a piss. They'd be dead and I'd be facing the electric chair.

HARLAN

(still trembling)

Screw you both. I know what I saw. It was the beast all right, and I saw the naked man riding him.

(dead serious)

Only now that I've seen it...it ain't a man riding it.The Feeder is both of'em--half man and half spider.

NATHAN

Well, that's great for you, Harlan, 'cause we neither one saw jack shit.

We hear the MOAN & WAIL of WIND suddenly combing the trees. Thunder rumbles overhead.

Clement looks into Harlan's face--a face he knows as well as his own.

CLEMENT

(to Nathan, frowning, shaking his head)

I think he really did see what he said. I have to believe him.

NATHAN

Why's that?

CLEMENT

After thirty years of looking at that wrinkled mug of his...I know.

Nathan holsters the pistol and buttons his trench coat. A hard mist of rain begins falling.

CLEMENT (CONT'D)

C'mon. We better find us some high ground to wait out the flood, as soon. Glad we ate when we did. This could be a long wet wait.

NATHAN

Yeah, those squirrels you caught, they really hit the spot.

Clement is busy wrapping the leftover cooked rats in old newspaper. He stuffs them into his bedroll

HARLAN

Christ, Nathan. To be so smart you don't know shit. Them critters wasn't squirrel. They was rats.

Harlan pisses in their campfire bucket.

NATHAN

(shocked)

Rats? You fed me fucking rat meat?

(dismayed)

Oh, God. I don't fucking believe you two. Rats?

Harlan grins, fishes out a cigar butt from his jacket pocket, and with some effort in the WIND, lights it with a MATCH.

CLEMENT

What are you complaining for? You got a full belly--and you sure as hell ain't gonna die from it.

NATHAN

Rats carry diseases. I don't believe this. Three hundred dollars between us and we're eating goddamned rats.

CLEMENT

(sigh, frowns, to Nathan)

Are you bloody finished bellyaching? Who the hell gonna take a bloody hundred dollar bill from a bum without calling the cops?

(beat)

You're a cop. What would you do to bums with a hundred dollar bill? You have to believe they stole it--right?

NATHAN

Okay, I get your point, but rats--Christ. Of all things to eat.

CLEMENT

I told you it ain't no life for a smart fellow on the streets, son. Maybe it's time you considered going back to your own world.

NATHAN

(grins politely)

Tired of watching over me already?

CLEMENT

No, but you're too smart and too civilized to survive out here for long. Takes a special low class breed with no preferences and no expectation of life's pleasures to be a successful bum.

(beat)

Let's get crackin'.

Through the trees, HEADLIGHTS of TWO POLICE CARS SHINE as they arrive in the Alley and stop at the cemetery ARCHWAY.

HARLAN

None too soon. The Calvary has arrived--the cops.

NATHAN

Cops? What do they want with us?

CLEMENT

Nothing--just to flush everybody out of Hideout 'cause the flood's coming. Did the same thing back in thirty-four.

NATHAN

They think we're stupid enough to hang around here and drown?

CLEMENT

Aye. It's all political. Wouldn't it look bloody terrible in the morning papers; cops allow poor, dumb street trash to drown? The mayor's popularity might drop, him not having done his civic duty, and he'd lose votes.

HARLAN

Saving us bums looks good in print come election year. Politicians--it's all about who puts up the best illusions. That's all public figures are--illusions.

NATHAN

Yeah, tell me about it. Who do you two think you're fooling.

Nathan suddenly has a revelation and offers Clement and Harlan some hard looks, then smiles, SHAKES his HEAD.

CLEMENT

(to Nathan)

What do mean?

NATHAN

You two--talk about illusions. With your act, you guys ought to be in the moving picture shows.

HARLAN

(to Clement)

You got any idea what the hell he's talking about?

NATHAN

Oh, please--gimme a break. You know exactly what I mean--you old fuckers pretending to be two dumb old coots babbling and talking shit all the time.

(beat)

Christ, you talk about me pissing my life away? What the hell are you two doing on the streets? And don't give me that act about being too illiterate to get work and be somebody. You two aren't illiterate or ignorant as you'd have folks think. WHat the real score?

CLEMENT

(sighs, glances at Harlan, then Nathan)

Well, shit, man. We, uh...never actually said we weren't educated. Sometimes illusions are better than reality. Especially when your bumming on the hobo circuits and living on the streets.

(beat)

I did a year at Oxford. Nathan was a signal corps instructor in the Army. We're bums by choice, not chance. Same choice you're gonna have to make, and right soon I expect.

HARLAN

Christ, Clement--I can't believe you just told him everything. Word gets out about us and we're fucked on the circuit. We're too goddamned old to have to have work for a living again.

CLEMENT

Would you calm down? He's a bloody cop--safe to believe he has integrity.

(to Nathan)

He's right to be worried. Educated folk aren't trusted or even tolerated very long on the streets or traveling hobo train circuits.

The men grab their belongings and start walking towards the cemetery archway.

NATHAN

(nods)

Don't worry. Your secret's safe with me, but why do hoboes hate educated bums?

HARLAN

They don't hate them. It scares them. Plenty of bums, many prefer being called hoboes, are educated. Most are just bums, but usually are running from something in their past.

(beat)

Hobos are a social group all across the country. The game is, not being who you really are--it's being who you aren't.

(beat)

Most are afraid an educated man might figure out who they really are. If that happened, the game would be over and they'd have no where to go in life.

(beat)

Damn, I hate they rain--a bum's worst enemy.

The STORM is INTENSIFYING. At the cemetery archway, two police car's headlights LIGHT UP the entrance ROAD. Refugees parade out through the archway, out through the blind alley,bag and baggage slung.

FOUR uniformed cops in yellow raincoats are directing an exodus through the blind alley with FLASHLIGHTS.

PATROL COP ONE

(snotty)

Keep moving people. We ain't got all fucking night.

BUM ONE

(to patrol cop two)

Where're we supposed to go, Officer?

PATROL COP TWO

WHo gives a shit?

(to all)

Just Everybody stay away from residential areas, else I guarantee you'll spend the night in the tank.

The remark stirs grumbling complaints.

NATHAN

(to Patrol Cop three)

Are you guys always this friendly?

PATROL COP THREE

No, smartass, we're just feeling sorry for you bums. Now, get your black ass out of here--unless you want to see our bad side. You wouldn't like it.

Nathan offers a killing jeer, but moves along.

NATHAN

(to Clement & Harlan)

Maybe the tank's not a bad idea--dry bed and a hot meal.

CLEMENT

Bullshit. Obviously you've never been in a drunk tank. Bed's a concrete slab and the meals are always the same--cold peas and stale bread served in community buckets.

(beat)

No,not a fucking chance.

(looks up)

No reason we couldn't stay up there?

(points at the Barlow building)

Solid as Fort Knox, I'll wager, and dry, too. I doubt the flood will last more than a few days.

NATHAN

What about food?

HARLAN

No problem--got left-over rat, some corn, and four cans of pork and beans stashed in my bedroll--for emergencies. We can make a fire and boil water in the empty cans.

Nathan sizes up the building and considers the plan.

CLEMENT

You two waiting for an invitation?

NATHAN

Why not.

The three men briskly slosh their way pass the Majestic Hotel, then cut across the huge blind alley, making for the Barlow building.

KELSO'S CAR is parked beside near the building. The windows are fogged and CIGAR SMOKE curls out the cracked open driver's window. KELSO's wearing a yellow rain suit, slouched behind the driver's seat, a cigar clinched in his jaws...watching.

HARLAN

Hey, Kelso's car.

CLEMENT

(to Nathan)

The detective we told you about.

HARLAN

Strange, his partner ain't with him. They're like Siamese twins. Want to say hi?

CLEMENT

Are you bloody crazy? It'll be a divine act if we don't die from the damp. Where's your brain, man?

HARLAN

Oh, go piss up a tree. I was just asking.

The three cut around back of the Barlow Building, behind Kelso's car, follow the walkway close the 211 brownstone, where the glass pane broke. They make their way to the Barlow building's main FIRE ESCAPE and climb to the sixth floor [top floor].

Clement rips THREE ROTTEN BOARDS off a window using his hands. Nathan tries in vain to lift the window.

NATHAN

Locked from inside. We should try another window.

CLEMENT

There you go, thinking like a cop again. I got a skeleton key.

Clement picks up one of the boards and BASHES-OUT the WINDOW GLASS and all the remaining sharp edges protruding.

CLEMENT (CONT'D)

Works every time. You cops all got the same affliction--tunnel vision--can't see past the law.

NATHAN

(shrugs)

Guess I can't argue that.

The men quickly crawl inside. We hear the STORM RAGING loud.

CUT TO:

INT. SIXTH FLOOR OF BARLOW BUILDING -- CONTINUOUS

The only light is from the LIGHTNING and the RED NEON sign blaring through the row of un-boarded windows facing Vineyard street.

The entire floor is OPEN industrial space except for a central PRODUCTION OFFICE we vaguely see across the room. It is partially obstructed by stacks of crates and open shelving filled with cloths and huge spools of thread.

Thick dust carpets everything. Spider webs hang like shiny thread, soft and blowing like angel hair, lending a crypt-like appearance.

The room is quite dry except for a few leaks and the right corner facing Vineyard Street, which has CAVED IN, having crashed a large hole through the floor; RAIN water GUSHES through it, draining into the fifth floor beneath.

Abandoned in the 20s, the sewing factory is complete; virtually frozen in time, ready to have the start-up switches thrown. ROLL-A-ROUND RACKS of rotted BOLTS of CLOTH MATERIAL are parked beside large pattern CUTTING TABLES and SEWING MACHINES; Row after row, crusted in RUST; still threaded with bulk reels of rotten thread suspended above them.

LAMP FIXTURES and POWER CORDS dangle from the open-rafter ceiling like tree vines.

NATHAN

(uneasy)

This place makes my skin crawl.

HARLAN

Looks and smells like a crypt.

CLEMENT

(nodding at the production office)

Maybe we should setup camp in there, out of the draft.

HARLAN

Keep your eyes peeled. I don't wanna end up spider burrito chow.

Clement backhands Harlan with his hat.

CLEMENT

Would you shut your bloody gub? Have I not told you a hundred times, things happen when you talk about them.

HARLAN

I just said what we're all thinking.

Nathan looks around uneasy. A perfect place for an ambush.

NATHAN

To late to change our mind now. That river is gonna be coming at us any time now. Let's get settled and brace ourselves for the ride...and pray.

The trio weaving their way through the maze of high-stacked crates, material carts and workbenches. Lightning FLASHES light the route.

Clement trips over something--a HUMAN SKELETON--almost falling. DRY BONES sound like a WOOD BLOCKS. A mushroom of DUST blooms.

CLEMENT

Hold it.

(his eyes roll up, signs the cross)

Oh, Lord. Please don't let it be what I think it is I just trampled.

They all stop. Nathan fishes out his cigarette lighter and flicks it.

The HUMAN SKELETON is wearing DRY-ROTTED suit,vest, tie, and spats over the shoes. a few RIB BONES are scattered where Clement trampled it.

HARLAN

Oh, no. A body.

CLEMENT

...please protect our sorry, raggedy arses tonight.

HARLAN

(frightened, worried)

Maybe this is the monster's lair.

A THUMB-SIZE SPIDER hastily evacuates the skull through a ROUND HOLE in the FRONTAL LOBE.

Harlan's nails the little shit with his foot, leaving a wet spot in the dust.

Nathan squats over the remains, performs a cursory visual examination. The cranium's occipital lobe is gone--shattered into fragments, two holes in the vest, and a few spirals of rotted ligature rope still bind both wrists together.

NATHAN

Not unless the spider shoots his victims.

CLEMENT

So, now your clairvoyant?

NATHAN

No,a detective. Look, same as the other dead guy. One in the head, two through the vest, and his wrists were bound. Still are. And given the secluded location...no doubt a mob execution.

(pointing)

Spats went out ten years ago? This happened a long time ago.

CLEMENT

Lets go. I need to dry out and get some shut-eye. Tired of dead bodies.

DISSOLVE TO:

INT. PRODUCTION OFFICE - MINUTES LATER

The men enter the PRODUCTION OFFICE. There are TWO DESKS, OFFICE CHAIRS. Walls are lined with tall BOOK SHELVES stuffed with rotten PATTERN BOOKS.. There is one GLASSED-IN WINDOW on each of the FOUR WALLS

NATHAN

Not exactly home, sweet home.

CUT TO:

EXT. BLIND ALLEY NEAR THE ARCHWAY TO HOLDOUT -- CONTINUOUS

The alley is deserted and water has already turned Holdout into a lake. The archway road is a spillway into and a night light burns in the covered service entrance.

CUT TO:

EXT. COVERED SERVICE ENTRANCE, MAJESTIC HOTEL -- CONTINUOUS

A night-light over the hotel's front entrance glows dim.

EDWARD and JOSE, teenage punks, are loitering under the CANVAS-CANOPY ENTRANCE. They're wet,cold, obviously up to no good.

JOSE

I'm telling you, something's wrong. Where the fuck is everybody?

Edward and Jose share Edward's pack of CIGARETTES and light up.

EDWARD

Somebody's bound to come along soon.

JOSE

I still don't know why we came to this shit hole. People here's got nothing. There's even a lock on the hotel doors. It ain't right.

(worried)

Hotel's don't close without a good reason. Maybe the weather. Holdout's even full of water.

EDWARD

Hey, it's just a little fucking storm. Look, if no body shows in a few minutes, we'll go back up town.

CUT TO:

INT. NOBLE'S LAIR -- CONTINUOUS

Water is pouring into the lair under the door, pooling a few feet deep. COCOONS are FLOATING like logs in the rising water.

The Night Feeder is on an old WOODEN WORK BENCH located near the concrete exit steps.

Noble Monster rears back on its HUMAN LEGS and its SPIDER LEGS neatly CONTRACT [FOLD UP] into a spider leg MANIFOLD in NOBLE'S DEEP ABDOMINAL CAVITY, the spider body hanging to Noble's human knees. He stands ERECT on his HUMAN LEGS; NAKED and HIDEOUS.

He grabs ONE of TWO a large TRENCH COATS off a wall nail, puts it on, cinches the belt. He plucks a FELT HAT off another wall nail and pulls it down tight over his oblong head, covering the spider eyes. His spider abdomen sags heavily, but it's barely covered by the coat. He looks almost human...from a casual glance.

Noble takes a last look back at his lair. LACY'S soggy, [BURLAP-WRAPPED] WITHERED CORPSE lies at his feet. He picks it up with great care, firmly curling his human arm around it.

Stacks of cocooned bodies begin toppling into the swirling water. Some FLOAT and some SINK as Noble wades through the water, climbs the stairs, opens the door. Water gushes in, RAPIDING down the steps.

CUT TO:

EXT. BACK DOOR TO BROWNSTONE IN THE ALLEY - NIGHT

Noble climbs the stoop steps into the alley. He looks around for a high and dry hideout. He looks the top floor of the Barlow Building. It's perfect. He fails to see WIND CATCH the door and blow it OPEN.

Kelso's car parked between him and the Barlow Building. He see someone inside [Kelso]. He's very suspicious, no time for a confrontation.

He looks for a way around the car that won't draw attention. The hotel's delivery ramp--that's it. He walks the long way around, heading for the hotel.

CUT TO:

INT. KELSO'S CAR -- CONTINUOUS

The glass is lightly FOGGED OVER, Water SHEETING down the windshield. Rain downpour becomes a ROAR. In his rear view mirror, during a LIGHTNING FLASH, he sees someone...cranes his head around, looking out the rear window.

A fat man [Noble] is waddling along in his bare feet. Kelso SHAKES his HEAD. The man appears to be heading for the hotel. Kelso ignores him and turns back to his business.

KELSO

(to himself)

Takes all kinds.

Kelso glances at his radium-dial wristwatch: 10:20 P.M.

KELSO (CONT'D)

(under breath)

Okay, c'mon on spider bastard, don't make me have to swim for it.

He looks out his SIDE WINDOW. A slit of Light is radiating from the basement under 211 Vineyard's rear stoop.

KELSO (CONT'D)

(surprised)

What the hell? How can there be electrical power still in these old...oh, fuck.

Kelso scoops up a 44 cal MAGNUM off front passenger seat, opens the door, and gets out, ready for battle.

Ignoring the pouring rain, he wades water ankle deep, straight for the light under the rear stoop. Etches cautiously down the steps.

CUT TO:

INT. 211 BROWNSTONE BASEMENT LEVEL UNDER STOOP - CONTINUOUS

Kelso enters the basement level door...MOVES inside a few feet, etches to the JANITORIAL CLOSET, the source of the light. Door is open. He cranes his head into the room, then enters the cellar. Light comes from the Lair [cellar].

CUT TO:

INT. JANITORIAL CLOSET -- CONTINUOUS

The door is camouflaged with shelves to hide it when it's closed. Kelso descends the stairs, into the lair.

CUT TO:

EXT. MAJESTIC HOTEL'S COVERED DELIVERY ENTRANCE -- CONTINUOUS

The rain pours as Noble approaches the hotel's covered entrance, walking fast, his collars folded over most of his face to keep water out.

Jose and Edward abruptly step out of the covered service ramp into the downpour; standing defiantly in front of Noble like two cocky banty roosters dripping water.

Noble FREEZES in his tracks, startled.

EDWARD

Give it up old man and we'll let you pass.

NOBLE-SPIDER

(confused)

Give up what?

JOSE

Don't act stupid. Your wallet, your money, everything you got--including whatever that is stuffed under your arm. Do it.

NOBLE-SPIDER

I don't have any of those things, now get out of my way. I must get out of this fucking rain. It...makes me ill.

EDWARD

Are you fucking deaf?

NOBLE-SPIDER

You boys are making a bad mistake. Let me pass and I'll go quiet.

The boys don't budge; cold, contemptible defiance.

JOSE

Fuck you, ass-wipe.

NOBLE-SPIDER

Perhaps you two don't understand. That was not a request. I'm telling you to get out of my goddamned way

(getting really pissed)

...or prepare to surrender your lives.

Edward whips his STILETTO, too. BLADE FILES OPEN.

EDWARD

Are you threatening us? We're just seconds away from carving your big ugly ass up like a Thanksgiving turkey, you shit-for-brains motherfucker. Gimme the stuff.

(contemptible grin)

Noble releases the grip on his coat collars, allowing the wind to flatten them. His hideous face is LIGHTED UP by LIGHTNING.

Jose and Edward are so startled by his repulsive ugliness, they stagger back a few feet.

JOSE

(signs himself a cross)

Holy Mary. Look at that fucker's face.

EDWARD

(to Noble)

Goddamn. Looks like you walked into a fast moving truck. Ugly, or not, I still want that thing you're carrying, freak. Hand it over or I spill your guts right here on the pavement.

CUT TO:

INT. NOBLE'S LAIR -- CONTINUOUS

Kelso wades through the lair knee-deep in water. He sees the giant web...hundreds of cocooned bodies piled up and many floating around him. He's horrified...a nightmare.

KELSO

Sweet Jesus...a lair.

He notices the large size tattered trench coat hanging on the wall. It rings a bell.

KELSO (CONT'D)

Oh, no. I don't know how, but that crazy fucker in the rain was him.

FRANTIC, Kelso wheels around and RACES for the stairs like a mad man, sloshing his way through the log-jamb of FLOATING COCOONS.

CUT TO:

EXT. MAJESTIC HOTEL'S DELIVERY ENTRANCE -- CONTINUOUS

Jose looks into Noble's eyes. Doesn't like what he sees.

JOSE

Let him go, Edward. Something about this fool ain't right. I feel it, man.

EDWARD

WHo cares? I just want his stuff.

NOBLE-SPIDER

There's a thin line between life and death, punk. Careful you don't cross it. Now, kindly get out of my way.

EDWARD

(insulted, defiant)

The hell I will.

Edward reaches out, grabs a fist of the burlap wrapping and yanks it loose.

Lacy's withered corpse falls on the bricks. A WIND GUST peels the burlap back, exposing Lacy's leathery, gray skeleton.

Shock widens the two boy's faces.

Anger swells in Noble and his eyes round white.

JOSE

Oh, Jesus.

(signs the cross)

I told you he was fucked in the head. Let's get out of here, man.

EDWARD

(to Noble)

You are one sick motherfucker.

NOBLE-SPIDER

(seething)

And I told you there was a thin line between life and death. You just crossed you little shit.

EDWARD

I'm gonna bleed you, old man. You deserve it.

JOSE

Edward, don't fucking around with him.

(backs away scared)

NOBLE-SPIDER

He's right kid. But if you want to scare someone, kid, do it with flare...like this.

Noble jerks his HAT off as his SPIDER LEGS rip through the coat like a balloon exploding; the shredded coat sailing off in the wind, exposing the horrendous monster.

The boys are too mortified to move as the Noble Monster rises on his spider legs six feet high. He towers before them, painted by STROBES OF LIGHTNING like the Prince Of Evil.

NOBLE-SPIDER (CONT'D)

(diabolic laugh)

Jose's jaw drops open as he slowly, mindlessly staggers back.

NOBLE-SPIDER (CONT'D)

How am I doing, kids? Wanna get your money's worth dont'cha?

(serious)

You ain't seen nothing yet. Watch this. It'll really scare you to death.

Noble's FACE FLIES OPEN like two barn doors. Two TEN INCH POISON FANGS JACK-KNIFE out of the roof of his mouth and lock in place.

JOSE

(gasps, screams)

El Diablo.

Jose trips...stumbles and falls backwards...scrambles to his feet again and flees like the wind, dashing past Kelso's car, and out of the alley, SCREAMING at the top of his lungs.

Noble grabs Edward by the throat, leaving him KICKING and trying unsuccessfully to scream.

Noble is about to run him through with his fangs, but sees the youth in the child's pathetic face--something that touches his last thread of humanity.

Noble immediately RETRACTS HIS FANGS and closes his face.

NOBLE-SPIDER

(eyes shut, fighting spider's mental control)

No, my evil companion, I won't kill a child--not even for you.

(to the kid)

You ever fuck with anyone again, I'll hunt you down and suck your guts out. Now, get the fuck out of here while you have the chance.

NOBLE DROPS HIM like a rock. He remains sitting on his ass dumbfounded, overwhelmed by terror.

NOBLE-SPIDER (CONT'D)

Go goddammit.

.Edward suddenly finds reality and rebounds to his feet, then dashes out of the alley in a hard run.

Noble gathers up Lacy's body, carefully rewrapping it, then cradles it under his human arm.

At lightning speed, he gallops to the Barlow Building and leaps 30 FEET HIGH, onto the fire escape stairs. He shimmies up the metal network with ease to the sixth floor.

EXT. REAR OF 211 BROWNSTONE IN THE ALLEY -- CONTINUOUS

Kelso comes flying up the stoop stairs, gun in hand, visually scanning the alley. No one in sight.

KELSO

(muttering)

Damn. He couldn't have just vanish.

He hears GLASS SHATTERING at the top floor of the Barlow building and looks up. He sees the creature is crawling inside through a window.

KELSO (CONT'D)

(under breath)

You're mine now, motherfucker--knock-knock.

Kelso races to the fire escape ladder and begins climbing up the Barlow Building.

In a sudden LOUD ROAR--a wave of WATER comes rolling through the darkness from the direction of Hideout.

TREES bend and SNAP as a 10 FOOT HIGH TIDAL WAVE roars towards Kelso.

KELSO (CONT'D)

Oh, shit.

Frantic, his life in danger, he climbs fast as he can, but realizing he can't make it, LEAPS through a SECOND STORY GLASS WINDOW.

The wave slams into the MAJESTIC HOTEL with EXPLOSIVE FORCE, then CRASHES into the BARLOW BUILDING and ROW AFTER ROW OF BROWNSTONES.

CUT TO:

INT. 2D FLOOR OF BARLOW BUILDING --CONTINUOUS
NOTE: The 2d floor is one huge, continuous room.--once an old sewing factory

The powerful force of water jets Kelso across the floor and ROCKS the entire building. The gushing water tumbles Kelso over and over, driving him along the wall.

He spots a STAIRWELL RAILING ahead...snags it with a fast hand...then the other, and pulls himself out of the gushing river of water. Quickly, he climbs the stairs as the building shakes violently, trying to keep out of the rising water.

Entire SECTIONS OF BRICK WALLS COLLAPSE and BEAMS and LUMBER and WOODEN BEAMS began cracking and SPLINTERING.

CUT TO:

INT. SIXTH FLOOR -- PRODUCTION OFFICE-- CONTINUOUS

Clement, Nathan, and Harlan REEL are TOSSED about in the production office. Desks and chairs slide and books and shelves collapse and go flying about the room. One of the glass office windows explodes under structural stress.

INT. SIXTH FLOOR PRODUCTION AREA - CONTINUOUS

BRICK WALLS CRACK, SUPPLY CARTS [piled high with bolts of sewing cloth] REEL and topple OVER. DUST RISES and COVERED THE ROOM. Window glass SHATTERS, walls and floors BUCKLES, SNAP, SPLINTER; slingshotting SEWING MACHINES and CLOTH-CUTTING MACHINES and TOOLS through the air; CRASHING and TUMBLING.

Another HUGE portion of the FRONT ROOF comes CRASHING DOWN on the back side of the building. Part of the BRICK WALL FALLS OUT, bringing more RAIN and WIND ROARING through the sixth floor.

INT. SIXTH FLOOR- PRODUCTION OFFICE -- CONTINUOUS

HARLAN

We're gonna die in here. What's happening?

NATHAN

A wall of water hit us...I think. The worst should be over soon.

CLEMENT

That's what I'm bloody afraid of.

NOTE: The storm is at its worst,the lightening providing ample light throughout the rest of the indoor scenes.

The night is alive. Lighting dances in the skies and deep, bellowing, explosive thunder shakes the earth. The WIND HOWLS and a DELUGE of RAIN ROARS on the shake ROOF.

Harlan's HAND is CUT and BLEEDING; wraps it in the tail of his coat, holding it tight.

Suddenly, the WOODEN FLOOR binds under pressure. BEAMS CRACK AND SPLINTER in the dark like gunshots.

CUT TO:

INT. SIXTH FLOOR - RIGHT SIDE NEXT TO ALLEY -- CONTINUOUS

Noble Creature clings to a thick support column. Overhead, a girder SPLITS, splitting a two-by-four stringer. Part of it is LAUNCHED like a SPEAR. It PIERCES Noble-spider's rib cage, the tip exiting his back.

NOBLE-SPIDER

(agonizing scream)

The creature STAGGERS BACK, partially collapses, but quickly regains his stance. He grabs the SPEAR with his HUMAN HANDS an extracts it. RED BLOOD gushes out of the wound.

CUT TO:

INT. SIXTH FLOOR - PRODUCTION OFFICE -- CONTINUOUS

The three bums look at one another, scared shitless by the horrific scream.

NATHAN

(whisper)

Oh, Jesus. We're not alone in here.

CLEMENT

(whisper, signs himself)

Holy Mary, please protect us fools.

Nathan draws his pistol.

NATHAN

(low to Clement)

Take his scarf and wrap his hand

(meaning Harlan's)

to stop the bleeding.

Clement complies.

CUT TO:

INT. THIRD FLOOR - STAIRWELL -- CONTINUOUS

Kelso climbs over a broken stairwell, onto the third floor. Like the second floor, it, too, is one huge open area.

Suddenly, part of the rear brick wall and the stairwell collapse and SPLASH into the river.

Kelso hurries across the empty floor, for the central stairwell, center building. He peels off the cumbersome raincoat and rolls up both shirt sleeves.

CUT TO:

INT. SIXTH FLOOR - PRODUCTION OFFICE -- CONTINUOUS

Nathan, Clement, and Harlan are on their knees in the office, peeking out the glass windows, expecting the monster.

CUT TO:

INT. SIXTH FLOOR - BARLOW SEWING FACTORY -- CONTINUOUS

A volley of lightning strobes, lighting the building. The monster is crawling around on the open rafters and beams, busy SPINNING A WEB.

CUT TO:

INT. SIXTH FLOOR - PRODUCTION OFFICE -- CONTINUOUS

The men see the creature crawling around in the ceiling. They sigh and slink down, backs against the window, terrified.
NOTE: Almost all of the following conversation is a low or whisper level.

CLEMENT

Me old Dad begged me to stay on the farm in Ireland. Hind sight proves he raised a stupid son.

HARLAN

You fuckers still think I made up the creature?

CLEMENT

Oh, shut your bloody gub. We was wrong, so sue us.

NATHAN

(almost phobic)

Half spider and half human--how can it be? It's not something natural. Can't be.

HARLAN

(sarcastic)

Who cares. That's why it's been able to hide out all these years. It's got human intelligence.

NATHAN

Christ, I hope not.

CLEMENT

If it does, maybe we can talk to it--reason with it, like a truce or something.

HARLAN

(to Clement)

Have you completely lost your mind? Suppose he don`t. Stupid, Clement--real fucking stupid.

CLEMENT

You don't know that.

(to Nathan)

Suppose you flash your gun. It might make it will figure a truce ain't all that bad...considering.

NATHAN

(to Harlan)

Maybe. Even if it did agree to a truce, it's stuck up here with us for the duration.

(a beat)

When it gets hungry enough, the spider part of him's gonna come looking for food. That would be us.

HARLAN

(chimes in)

Survival of the fittest. I suppose you're right.

CLEMENT

(sarcastic)

Thank you, Professor Know-It-All..

NATHAN

We better come up with something fast. No doubt it can smell blood and probably knows there's food in the vicinity.

CLEMENT

Okay, Sherlock Holmes, what do we do?

NATHAN

We could sneaking downstairs and swim for it. If I remember right, spiders hate water,

HARLAN

So do we. Christ, we can't neither swim a lick. We'd sink like rocks. Anymore ideas?

Nathan realizes the obvious and draws a deep breath.

NATHAN

We try to kill it before it comes looking for us. And it will sooner or later.

Harlan and Clement look a Nathan like he's insane.

Harlan leans into Nathan's face almost nose-to-nose.

HARLAN

Have you had recent brain damage? I'd rather crawl in a cage with a hungry lion than fuck with that venomous motherfucker.

CLEMENT

Aye, my sentiments exactly.

NATHAN

(sarcastic)

You two wanna just sit here on your raggedy asses until that thing gets hungry?

From the window, the men continue to watch the creature spin its web.

CLEMENT

How are we supposed to kill something that large?

Watching him through the office window, they see the monster climbs onto its web to rest, cradling LACY's SKELETAL CORPSE lovingly in NOBLE'S ARMS.

NATHAN (V.O.)

Sneak up on it and put a bullet through it's ugly head--which is not going to be easy with all those eyes to see everything going one around him.

HARLAN

You're planning to go out there alone?

NATHAN

You two are welcome to come with me.

CLEMENT

Nathan, if I gave you the false impression we're that brave or that stupid, I apologize. However, If you succeed, you will have our eternal gratitude.

NATHAN

Thanks. You made my day..

HARLAN

Hey, what are good friends for, right?

Nathan gets down on his belly at the door.

NATHAN

Don't get too cocky. I might miss?

CLEMENT

No problem. We'll exit through yon window, head first...and likely drown.

HARLAN

(serious)

Nathan, save a bullet for yourself, son. Don't let that bastard get hold of you.

Nathan offers them an understanding nod, then slithers out of the office on his belly, crawling along the dust-carpeted floor like a crocodile, across the dark factory towards the monster's web. LIGHTNING FLASHES STROBE and THUNDER RUMBLES from the STORM.

DISSOLVE TO:

INT. SIXTH FLOOR - SPIDER WEB -- LATER

Noble-spider is resting on his web. The creature raises its head...sniffs the air suspiciously.

Nearby, Nathan pauses, seeing LACY'S SKELETON partially uncovered, caressed in the spider's human arms.

NATHAN

(cringes, under breath)

Oh, God...this is a fucking nightmare.

Nathan maneuvers around and under work benches and pattern cutting tables. Something crawls over his arm. LIGHTNING FLASHES. It's a LARGE BROWN SPIDER. Nathan goes stiff--suddenly garners the nerve to flick it off with a finger.

Thunder rolls through the sky like artillery fire.

Nathan looks up, raising his pistol, and terror fills every fiber of his body. The spider monster is gone from its orb. The burlap-wrapped skeleton is left lying on the web.

NATHAN (CONT'D)

(sucks air, under breath)

Shit. It's on the move.

He raises slowly to his knees, looks around the cluttered room. A LIGHTNING FLASH highlights the monster who is now crawling, approaching the production office.
NOTE: From here on, most conversation is normal level unless indicated.

NATHAN (CONT'D)

(screams)

No.

Nathan leaps to his feet and races towards the production office. He trips over a stool, barrel-rolls, then springs up on his feet, still running, pistol in his hand.

HORRIFIC SCREAMS from the production office fill the building.

HARLAN (O.S.)

(blood curdling scream)

CLEMENT (O.S.)

(terrified scream)

Nathan, help us.

As Nathan enters the room, he's hit struck hard in the gut with something round like a cannon ball. He loses his breath and drops to his knees gasping...quickly catches his breath.

A FLASH of LIGHTNING reveals HARLAN'S DECAPITATED HEAD is lying beside him. It wasn't a ball.

NATHAN

(gasps in shock)

Oh, Lord.

(looks up)

Clement is under a heavy desk. The creature's trying to get at him.

CLEMENT

Shoot the bloody bastard. Shoot.

NATHAN

(shouts)

Yo--motherfucker. Look what I got for you.

Spider turns, staring into the killing end of Nathan's pistol. It lurches, preparing to pounce, but he's not fast enough.

Nathan FIRES THREE SHOTS.

The bullets rip through the monster's HEAD. CHUNKS of the CREATURE'S CRANIUM, BLOOD, and BRAIN MATTER splatter the office wall.

The creature SQUEALS in PAIN, staggers back, ITS HUMAN BODY PORTION IS LIMP, LIKE IT'S DEAD. The beast suddenly gets up and LEAPS THROUGH the large GLASS WINDOW, and vanishes into the darkness.

Clement crawls out from under the desk, trembling.

NATHAN (CONT'D)

(to Clement)

I just blew its brains out and the bastard runs away.

CLEMENT

Maybe it has two brains. One human and one spider. Where the hell were you?

NATHAN

The thing got off its web in the dark and doubled back on me before I realized it.

Nathan reaches into the leather bullet pack on the holster, gets three cartridges, and reloads.

CLEMENT

Where's Harlan? Harlan.

NATHAN

I'm sorry. Harlan, dead.

Nathan nods to the doorway at the dead body. Harlan's head is lying a few feet from his body.

CLEMENT

(hands to mouth, tears up, signs the cross)

Oh, my God...Harlan. Oh, Jesus.

NATHAN

I'm real sorry, Clement.

Clement struggles to reclaim his composure.

CLEMENT

What about the bloody spider?.

NATHAN

It'll think twice before making another run on us. It knows we have the means to hurt it.

A large figure suddenly fills the doorway. Lightning fast, Nathan raises his pistol, but realizes its a man--Frank Kelso. Kelso looks haggard, soaking wet; a forty-four magnum pistol hanging in his hand at his side.

Kelso sees Harlan's head and body on the floor.

KELSO

Christ All Mighty . Harlan...poor bastard. I really liked that old coot. You two all right?

NATHAN

Depends on what you mean by all right. We're alive.

CLEMENT

Kelso. Why am I not surprised to see you here? The Night Feeder ripped him apart like a rag doll. He was like my brother.

KELSO

Sorry, Clement.

(to Nathan)

And who are you?

NATHAN

Nathan Simon--New York detective--homicide. It's a long story, so don't ask. I've been bumming with these two a while. Then we run into this goddamned spider thing.

KELSO

(to Nathan)

Sounds like quite a story--Colored detective slumming in Chicago. You're actually a New York cop?

NATHAN

A Nigger with a badge and a gun. Scary combination, huh?

KELSO

(grins))

About time. I can't wait to hear the whole story when this is over. So, which way did the Feeder go?

NATHAN

(nodding at the broken out window)

Right through there...right after I aired its brains out with three rounds, point blank in the head.

KELSO

(amazed)

How could it do that?

NATHAN

Clement's theory is that maybe it had two brains--one spider and one human--and I only killed the human brain. Makes sense I guess--two bodies--two brains.

KELSO

I suppose so.

NATHAN

That mess splattered on the wall are the brains I surgically removed with my thirty-eight. All I did was piss the bastard off.

KELSO

(frustrated sigh)

Sonofabitch. You realize, being trapped in this building with the creature, we're gonna have to track it down and finish the job?

CLEMENT

What? Hold on a bloody minute. Have you fallen on your head today and damaged your brain? You got three guns to fight the thing off with. So why in the name of Saint Michael are we spoiling for a fight with the bastard?

NATHAN

Because that creature's gonna come after us eventually, even if it knew we had an arsenal to fight it with.

(to Kelso)

I've got three rounds. No reloads.

KELSO

I have a cylinder plus four. A full cylinder in my thirty-eight issue.

Kelso removes the thirty-eight snub nose pistol from his holster, flops the cylinder open, removes three bullets and gives them to Nathan.

KELSO (CONT'D)

Here. Makes you a full load.

NATHAN

Thanks. Makes me feel better already.

Nathan loads them into his pistol.

CLEMENT

Cops--you're all bloody whacko. Cops are supposed to have Moxie? Maybe it won't come after us. Either of you stop to consider that?

NATHAN

That freak of nature's a cold blooded predator, Clement. Eventually it's gonna get hungry. In case you haven't noticed, we're the only items on the menu.

KELSO

(to Nathan)

I'm sure the Feeder's no freak of nature. It was creation gone wrong.

NATHAN

Oh, so you think maybe it just hatched from an egg or something?

KELSO

Not exactly. I'll explain when we have more time. The poor bastard whose brains you aired out created the creature. His name was John Noble, a research doctor. I'm sure it was an accident.

NATHAN

Yeah, like Frankenstein maybe. I can hardly wait.

CLEMENT

You two are gonna fight this fucker with your guns. How brave. So what am I gonna do, be the bloody bait?

Nathan and Kelso exchange glances, then EYEBALL Clement and exchange grins.

CLEMENT (CONT'D)

Don't even fucking think about it.

Kelso unholsters the thirty-eight pistol and hands it to Clement.

KELSO

Here--now you're armed, so stop your whining.. Well, let's go hunting. This motherfucker's got a lot of payback coming.

CLEMENT

A darlin' man you are, but I've, uh, never fired a pistol. What do I do?

NATHAN

(to Clement)

Just point it at the fucker and pull trigger. The bullet comes out of this hole--got it?.

KELSO

And just make goddamned neither of us are between you and whatever you're shooting at?

CLEMENT

Then you best watch where you're walking. If I see that bloody cocksucker even blink, I'm gonna start shootin'.

(signs the cross)

Clement grasps the gun, hand trembling.

NATHAN

(to Kelso)

Maybe giving him a piece ain't such a good idea.

Clement takes offense.

CLEMENT

Fuck you very much, Nathan Simon. I'm a wee frightened's all--in case you haven't noticed. Let's get this bloody crap done with...for Harlan.

KELSO

(pointing)

All right, suppose you two go down the right side. I'll take this side. We'll meet at the far end where the roof's caved in.

CLEMENT

And if we come up empty?

KELSO

Then we turn around and do it do it again. We have to kill it or it's gonna kill us. Better keep an eye glued to the rafters...and pray we see it first.

DISSOLVE TO:

INT. SIXTH FLOOR - PRODUCTION AREA - RIGHT SIDE -- CONTINUOUS

Nathan and Clement creep slowly along, pistols at the ready. Clement is starting to lag behind. Nathan grabs his arm and snatches him to his side.

NATHAN

(whispers)

Goddammit, don't walk behind me with that gun pointed at my back.

CLEMENT

(whisper)

You don't you trust me?

NATHAN

No. Keep moving and shut up.

The production plant is ominous; nothing but stark shadows, painted black and white by STROBES OF LIGHTNING.THROUGH THE WINDOWS.

The SPIDER'S FEET ARE HEARD DRUMMING like hammers as the creature skitters across the floor somewhere in the darkness.

CLEMENT

(terrified)

Oh,shit...it's him--the Feeder.

NATHAN

Shut up. Just listen.

The only sounds are the THUNDER, RAIN, WIND, and the GUSHING SPLATTER of ROOF WATER pouring in through the collapsed roof.

CUT TO:

INT. SIXTH FLOOR PRODUCTION AREA - RIGHT LEFT SIDE --CONTINUOUS

Kelso is moving cautiously along through the shadows, nearing the end of the plant. Water is GUSHING inside through the collapsed ROOF, pouring through the hole in the floor, into the lower floor.

Behind Kelso, about twenty feet, another section of BRICK WALL COLLAPSES LOUDLY, falling away into the raging flood river outside.

Suddenly, we hear a MONSTROUS HUMAN-LIKE SCREAM [O.C.]; towards the center of the floor. Kelso turns.

Noble-spider is perched very high on top of a stack of crates--too far for a clear shot.

NEW front LEGS begin RIPPING out of its body, MOLTING into a NEW CREATURE. One that's almost ALL SPIDER.

The Night Feeder SHAKES VIOLENTLY HARD, twisting and pulling like a baby chick fighting its way out of its shell as it rips off its human parts.

JOHN NOBLE'S HUMAN APPENDAGES AND INTESTINES ARE STREWN ABOUT like a slaughterhouse mess.

CUT TO:

INT. SIXTH FLOOR - RIGHT SIDE -- CONTINUOUS

NATHAN (V.O.)

Can you believe that? It's changing into a spider--a real spider.
F/X NOTE: The new hybrid spider emerges as a 400 pound HYBRID arachnid; powerful, hideously terrifying; visual an anatomy that's ALL SPIDER.

The obvious humanly genetic characteristics surviving in the creature is the inherited mammalian red blood, human emotions and some degree of increased intelligence.

CLEMENT

(gasps)

Holy Mary. Shouldn't we, uh, be shooting at the thing?

NATHAN

Too far away. Bullets would just bounce off its hard shell. Look at it...all spider. The human parts are gone.

The titan spider looks more ferocious than--a huge nightmare to behold, and seems to be showing off its new form; obviously prepared to do battle.

INT. CENTER FLOOR CLOSE TO SPIDER -- CONTINUOUS

Kelso sneaks up on the creature while it is MOLTING into ALL SPIDER. PISTOL IN HAND, he steals his way around a mountain of PACKING CRATES looking for an angle to get a clear shot at the monster.

LIGHTNING STROBES. In the light of the flashes, he finds a CLEAR ANGLE to get a shot off.. Swiftly, he AIMS his MAGNUM PISTOL.

KELSO

(under breath)

Hold that pose, motherfucker.

Just as Kelso is about to squeeze the trigger, the room goes DARK [no lightning flashes]. He waits for a lightning flash to get a shot off.

The LIGHTNING STROBES again. The spider is holding one of JOHN NOBLE'S DETACHED HUMAN LEGS.

Kelso is suddenly surprised and hesitates. The spider THROWS IT at Kelso.

Kelso ducks and the fleshy leg SLAMS HARD against the floor like a slab beef. Blood splatters.

KELSO (CONT'D)

(mentally stunned)

Sonofabitch.

Kelso FIRES the PISTOL, but misses, the BULLET RIPS THROUGH A WOODEN BEAM like it was paper and the NIGHT FEEDER LEAPS to another stack of crates, OUT OF KELSO'S VIEW.

KELSO (CONT'D)

(frustrated)

Goddammit, I should have had him.

Glancing across the factory floor, the FEEDER SPIES Nathan and Clement maneuvering their way behind the caved-in roof hole in the floor and under the overhanging timber of the collapsed roof.

The spider skitters DOWN the stack of crates, on to the floor, VANISHING AMONG THE CRATES AND EQUIPMENT.

Kelso etches around and between crates as he heads across the room towards Nathan and Clement.

INT. SIXTH FLOOR - RIGHT SIDE -- CONTINUOUS

Nathan gabs the back of Clement's coat so not to get left behind as they snake their way behind the roof debris, around the large hole in the floor.

NATHAN

(glancing back where the spider had been perched)

Oh, shit. The fucker's on the move again. We gotta get under all this debris so the bastard can't get behind us.

CLEMENT

I thought we were supposed to corner him.

NATHAN

Game plan's changed.

The two men reach the corner under the hanging debris of the caved-in roof on the other side of the cave-in hole and hunker behind the mass. Beside them is a LARGE GLASSED-PANE WINDOW facing the VINEYARD AVENUE.

NATHAN (CONT'D)

I think we can hold off an attack here 'til Kelso finds us.

CLEMENT

I sure hope you're right. Where the hell is Kelso?

DAWN'S LIGHT is creeping through holes in the CLOUDY SKY. The streets are under a raging, mud-red river.

NATHAN

Daylight's breaking and

(pause, listening)

A motor. Sounds like an outboard.

CLEMENT

What's that?

NATHAN

A boat motor.

CLEMENT

(signs the cross)

Saints be praised. If I get out of this alive, I'll never come back to this bloody city again.

(pause)

Cops would love that I reckon.

A few blocks away, a SMALL POLICE BOAT CHUGS pushed along by a small OUTBOARD slowly CHUGS along looking for survivors.

NATHAN

(looks out window)

There, I see a police rescue boat. It's headed this way...I hope.

CLEMENT

Preferably before the spider does.

CUT TO:

INT. SIXTH FLOOR PRODUCTION AREA NEAR BY -- CONTINUOUS

Kelso maneuvers through the maze of tables and benches and boxes, not far from Nathan and Clement.

In a Multiple STROBE of LIGHTNING FLASHES, he see the beast and FREEZES in his tracks.

About FIVE YARDS in front of him, the spider is perched between the roof trusses, on a cross beam. Its CLICKS its FANGS like chopsticks. It's a nightmare come to life for Kelso, but being a courageous man with vengeance raging in him, he's not giving up.

KELSO

Okay, motherfucker. If this is the way you wanna play it out...I'll take you with me.

He glares at the gruesome face. Rattler fast, he raises his pistol and fires twice as it LEAPS for him.

CUT TO:

INT. SIXTH FLOOR PRODUCTION AREA - UNDER CAVED-IN ROOF -- CONTINUOUS

THREE REPORTS from Kelso's pistol ECHOES.

HYBRID SPIDER (O.S.)

(screams)

KELSO (O.S.)

(screaming in agony)

Clement and Nathan cringe, mentally impaled by the screams. They exchange worried glances.

LIGHTNING is FLASHING, lighting Kelso's UPPER TORSO that is a missile, sailing over the tall stacks of PACKING CRATES towards the bums. The partial corpse hits the floor, bounces, and falls into the caved-in hole in the floor, plummeting to the floor below with a THUD..

CLEMENT

(horrified, signs the cross)

Oh, fuck.

(to Nathan)

Why...why would the bastard throw Kelso's body at us? It a spider.

NATHAN

To make a point. .

CLEMENT

A point? It's just a fucking insect. The man part is gone.

NATHAN

How the hell do I know? But it's behaving like a human. Defiance is a human emotion..

CLEMENT

Spider's are stupid predators--Harlan said so.

NATHAN

I don't think this is about predator and prey anymore. More like revenge. My guess, it's trying to demoralized us.

CLEMENT

Lord...

(sighs)

I hate to give the bugger credit, but it's working.

Suddenly, the spider SAILS over the crates, landing about fifteen feet from them, CLICKING it's FANGS. RED BLOOD is OOZING, and DRIPPING from THREE GUNSHOT WOUNDS.

Clement SIGNS himself.

NATHAN

Kelso got the bastard.

CLEMENT

Red blood? Harlan told me spiders don't have red blood like people. What's it mean?

NATHAN

That part of the creature is still human. We've gotta make a move while that rescue boat's somewhere close by. Get ready.

CLEMENT

Move? What move?

NATHAN

We're getting the hell out of here. Keep that gun on the bastard in case he decides to charge.

Clement trains the pistol on the spider, hands shaking badly.

Nathan picks up a board and BREAKS the GLASS out of the WINDOW behind them.

The spider realizes something is happening. Keeps looking at the waterfall off the CAVE-IN DEBRIS. Anxiously, it lowers its body, obviously contemplating an assault.

The beast keeps etching closer, but keeps backing away from the waterfall.

CLEMENT

(amazed)

It hasn't attacked yet because I think this bugger's afraid of water.

NATHAN

I'm counting on it. When I open fire, you do the same, fast as you can.

CLEMENT

You think we can kill it?

NATHAN

Not unless we hit it in the head, but they just might slow him down long enough for us to jump for it. When I give the word, turn and jump.

CLEMENT

Are you insane? I'll bloody drown.

NATHAN

No you won't. I'll be right behind you. I swim like a fish.

CLEMENT

(sighs)

I sure hope so. I swim like a bloody rock.

NATHAN

Okay...fire.

Nathan and Clement unleash a BARRAGE OF BULLETS. The spiders is racked with pain, staggering backwards, blood leaking out of the wounds.

CLEMENT

I'm out.

NATHAN

Then Jump for it--go.

Clement gets part way into the window and hesitates, afraid of the sea of water.

Nathan shoves him out.

CLEMENT

(screams, falling)

A loud SPLASH SOUND follows.

Nathan FIRES his last bullet into the spider. The creature suddenly rises, racked with pain and is really pissed. Defiantly, the bastard shakes it off, rady for battle.

NATHAN

All right you bastard--want some dark meat? Come and get it.

The SPIDER abruptly charges Nathan, and LEAPS long and high, over the HOLE in the floor, sailing through the roof's waterfall. Nathan in turn, spins and LEAPS out the window.

The spider can't stop himself in mid air and sails out the window a spit second behind Nathan.

EXT. FLOOD WATER -- DAYBREAK

Nathan hits the water feet first. Clement is about ten feet away slapping water and gasping.

The spider hits the murky flood water with the force of a falling cow, a few yards from Nathan and vanishing beneath the surface as Nathan surfaces and swims towards Clement.

A wooden door floats towards Clement. In panic, he snags it and grabs onto it with both hands.

About twenty feet from Clement, the spider surfaces, violently slapping water in a fight for life. The creature is helplessly rolled over and over by the swift current.

Clement loses his grip on the door and it gets away from him. Again, he's fighting to stay afloat.

The bobbing spider floats past, towards Clement.

NATHAN

Oh, shit.

CLEMENT

(doesn't see Nathan)

Nathan…I'm drowning.

In a burst of speed, Nathan swims down stream like Tarzan, past the monster Clement still doesn't see the spider or Nathan.

In the distance, the POLICE RESCUE BOAT, CHUGS and SOOTY SMOKE RISES from a SMALL OUTBOARD ENGINE. It's heading straight towards the floating men. There are SEVERAL RAIN-COATED COPS on board. One [Captain Willis] is standing, ONE COP is at the KEEL.

Nathan grabs Clement's back collar, pulling him along. Neither has spotted the boat yet.

Clement suddenly sees the SPIDER FLOATING straight towards them just yards upstream. HIS EYES ROUND WHITE as he suddenly PANICS, TWISTING, KICKING, trying to break free of Nathan's tight grip.

CLEMENT (CONT'D)

Let me go dammit. The bloody spider--let me go.

NATHAN

Stop fighting me dammit. You wanna drown?

CLEMENT

Fuck drowning. Look behind us.

NATHAN

(cranes his head around)

Oh, shit. Talk about a pain in the ass. Take a deep breath and hang on. We gotta dive under the water.

CLEMENT

Are you crazy? I can't bloody swim.

NATHAN

Shut up and catch a breath or I'll leave your raggedy ass for the spider. Suck air. Here we go.

They gulp air and Nathan dives, submerging them both just seconds before the SPIDER FLOATS PAST.

The spider, still kicking and grasping air, floats past. A HALF MINUTE or so later, Nathan and Clement burst to the surface, Clement gasping for air.

Nathan clings to Clement's shoulder as the current carries them along. towards the creature who floats about TEN FEET ahead. The creature is flapping and bobbing like a cork.

CLEMENT

(pointing)

Look--there's the miserable fucker.

Suddenly, the spider's limbs collapses to its side as it appears to have given up the fight.

CLEMENT (CONT'D)

Look, the bloody spider's sinking. Die you miserable sonofabitch.

NATHAN

Listen...I hear a boat.

They spy a police boat CHUGGING towards them.

CLEMENT

Oh, a darlin' sight I'm seein'--look,..a boat load of cops. What's the first thing you're gonna do when we get to dry land?

Nathan considers the question seriously.

NATHAN

Find a Western Union that's not flooded out, have my Chief wire me some cash, then catch the next train to Harlem--one that's got a coach so I can eat a decent meal and sleep my ass off...all the way home.

CLEMENT

I take it you're gonna be all right with that huh--going home and starting over?

NATHAN

Yeah, I am. I'm gonna take life one day at a time. This is the first time in a long while I got an even break.

(beat)

That poor bastard that was part of that spider--I think maybe he got an even break, too, ending his misery.

CLEMENT

(waving an arms)

I never thought I'd be happy to see bloody cops.

The boat arrives and SEVERAL COPS began fishing Clement and Nathan out of the water.

WILLIS

For Pete's sake, how the hell did you two manage to end up out here? Didn't you get the word to evacuate this area last night?

NATHAN

It's long story, Captain. We sure are happy you guys showed up.

WILLIS

I, uh, don't suppose you guys ran across a Detective named Kelso swimming around out here?

CLEMENT

(fires a glance at Nathan)

Kelso?

WILLIS

He was reportedly seen near the Majestic Hotel last night--just before the flood hit. And he didn't report for duty this morning.

Nathan and Clement exchange glances; neither wanting to try to explain.

NATHAN

Sorry. I don't know the guy.

CLEMENT

'Fraid not. I don't know that many cops.

Willis offers Clement a pampas jeer.

WILLIS

(sarcastic)

Somehow, I find that hard to believe.

Suddenly, THE BOW OF THE BOAT DIPS HARD as a huge pair of spider legs latch onto the boat.

WILLIS FALLS flat on his back across the seat between Nathan and Clement.

BOAT COP ONE

(at the keel)

What the fuck. Look...oh, shit.

The spider drags its bleeding, terrifying body up over the bow like a sea monster. Everyone in the water RECOILS at the sight.

BOAT COP TWO

(shocked, draws gun, drops it)

Christ...It's a giant spider. Shoot the bastard. Why doesn't somebody shoot the bastard?

BOAT COP THREE draws gun and FIRES...misses. Suddenly thrown off balance, he fall in the drink with a big SPLASH.

CLEMENT

(groan)

Doesn't anybody have a fucking gun?

WILLIS

(gasping in shock)

Oh, God. Kelso's spider monster. My gun...

(frantic, unable to reach his gun)

I can't reach my pistol. Somebody shoot the motherfucker goddammit.

NATHAN

I don't believe this.

The Captain is squirming like a beached whale. Nathan reaches over, yanks the pistol it from the Captain's holster.

The spider's weight on the bow flips the boat, EJECTING EVERYONE. The empty boat FLIPS UPSIDE DOWN.

Everyone is trading water except for Clement, whose flapping his arms in panic. Nathan grabs his shoulder, giving him buoyancy.

NATHAN (CONT'D)

Relax. I got'cha. I got'cha.

WILLIS

Somebody grab the fucking boat before it drifts away. Lets all grab it and flip it upright.

As BOAT COPS ONE and TWO start swimming for the boat, then stop in fear. The spider monster crawls out of the water onto the hull. It's suddenly a game of King of the mountain.

Boat Cop one draws his pistol in panic, but it's wet and he fumbles it, dropping it into the water.

WILLIS (CONT'D)

(to Boat cop one)

Goddammit, Officer--shoot the sonofabitch.

BOAT COP ONE

I...I dropped my pistol in the water.

Willis reaches for his pistol. It's gone.

WILLIS

Where the hells my piece?

NATHAN

(to Willis)

Here, hold him tight.

(meaning Clement)

He floats like a rock, so hang on.

Captain Willis grabs Clement by the collar with one hand, treading water with the other.

NATHAN (CONT'D)

I got your piece right here, Captain. Just one minute and you can have it back.

WILLIS

Have you ever fired a pistol, son?

NATHAN

(insulted)

Oh, a few times.

WILLIS

(under breath)

Probably in a liquor store.

NATHAN

(overhears)

Careful, Captain, you wouldn't want me to accidentally drop this piece. It's a long swim to dry land.

Willis, embarrassed he was overheard.

WILLIS

(rolls eyes)

All right, I apologize. Now, would you please get on with it? The boat is drifting. And for Christ's sake, please don't puncture the hull.

Nathan shakes his head at the asshole.

He swims closer to the boat, carefully aims while he treading water.

The spider immediately assumes a defiant posture.

NATHAN

This time, you will die.

Nathan fires once, leaving a clean hole in the spider's upper shoulder.

The spider JERKS, in pain, favoring the injury.

NATHAN (CONT'D)

(under breath)

That one's for Harlan.

Nathan fires again, into the leg manifold.

NATHAN (CONT'D)

(under breath)

That one's for Kelso.

The spider falters even further, its legs buckling from pain.

NATHAN (CONT'D)

(voice of justice)

And these, you evil motherfucker, are for all the other poor bastards you've slaughtered.

Nathan FIRES the last FOUR BULLETS in succession, slowly, deliberately, through the CREATURE'S HEAD; whittling its large skull until nothing is left but a bloody neck stump.

The HEADLESS CORPSE slides off the boat, into the murky water.

DISSOLVE TO:

INT. POLICE BOAT - LATER

Two cops are ROWING. Nathan and Clement are on the middle seat. They pass a glance at each other--two comrades having borne the battle.

CLEMENT

(to Nathan)

So, you're going back to the job?

NATHAN

Not sure. I've heard talk the Army's going to teach Negro's to fly fighter planes. Get blacks involved in the war. An Army Flier might just be something I'd be proud of.

CLEMENT

The way they treat Coloreds in this country? I'd have to think on that real bloody hard if it was me.

(beat)

Speaking of New York, how would you rate the slums these days? I didn't see much my last visit.

Captain Willis is pretending not to overhear.

NATHAN

Chicago being a one on a scale of the ten worst, I'd give it a six.

CLEMENT

A six? Sounds a wee high to me. I mean, I hear New York's even got Colored cops. They even let'em carry real guns--imagine that..

NATHAN

Well, New Yorkers are inovative. They believe that if you give a Colored man a gun, he's got a profession.

(beat)

There's lots of rats in New York, too, you know. But what we don't have are giant spiders.

CLEMENT

(grins)

Aye. Makes my mouth water. My kind of town, son...my kind of town.

CAPTAIN WILLIS' face widens as he nails CLEMENT with look.

The two BUMS exchange smiles.

The SPIDER MONSTER'S CORPSE floats to the surface in the FOREGROUND, ROLLS OVER, and SINKS. In the BACKGROUND the POLICEMEN row as the BOAT MOVES AWAY from the camera.

FADE OUT: