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by Kevin Mitchell (kmitchell883@gmail.com)

Rated:

Genre: Horror User Review:

Brian Walkins takes a job as a security guard in a closed down, haunted sanatorium in Louisville Kentucky. If he plays his cards right he can start a new life but he must come face to face with his demons. Both from his past and litteraly.

This Screenplay is registered with the Writers Guild of America East (WGAe)#164700

FADE IN:

EXT. WAVERLY HILLS - DAY

Black clouds roll over the sanatorium, perched high on a
plateau in Louisville Kentucky. The institution stretches
wide and the east and west wings curve behind it, giving it
the appearance that it envelopes the American countryside.

A large bell tower at the top looms over the trees, peering
down onto the winding road leading up. The cool breeze
whistles through the honeycomb windowless openings.

DISSOLVE TO BLACK

WRITTEN NARRATIVE -- I must not fear. Fear is the
mind-killer. Fear is the little-death that brings total
obliteration. I will face my fear. I will permit it to pass
over me and through me. And when it has gone past I will
turn the inner eye to see its path. Where the fear has gone
there will be nothing. Only I will remain. -- Bene Gesserit
Litany Against Fear.

EXT. WAVERLY HILLS - DAY

SUPER 21/08/1981

A crow sits perched on top of a gargoyle high up on the bell
tower. It bites and rips up the flesh of a small rodent. The
view is visible for miles, as a blue Mustang pulls up to the
front entrance.

INT. CAR - CONTINUED

BRIAN WALKINS, 20. He fills out a medium leather jacket. His
clean shaven complexion resembles a varsity running back.
JENNIFER HOLBROOK, early forty's. Is dressed in denim with
big red hair held in place by a bottle of hairspray.

BRIAN
Thanks for the lift Aunt Jen.

JENNIFER
Stop callin' me Aunt Jen... Makes
me feel old.

Brian grins cleverly while looking out at the sanatorium.

            JENNIFER
      (sarcastically)
Security guard? After travelling
the world with your dad this place
            (MORE)

JENNIFER (cont'd)
must seem like... I don't know--

BRIAN
The ad said the money's good.

The front door has multiple little archways like teeth on a
skull. The sanatorium stands out like it was cut out of a
picture and pasted over black rain clouds.

JENNIFER
Maybe we can find you another job,
one in town?

BRIAN
It's cool, don't worry.

He checks his watch.

BRIAN
I appreciate you and grandma
putting me up. But the sooner I
get a job and get my own place,
the better.

He leans his head back and runs his hands back across his
hair.

BRIAN
All I want right now is to get
back on my feet.

JENNIFER
Stubborn kid. You sure I can't
maybe get you a job at the grocer
maybe? I know Bill and Trudy.
They're always lookin' for help.

BRIAN
Just want a job where I can think
about where I wanna go from here.
(frowns)
Why you so hell bent on talking me
out of this place?

JENNIFER
(low whisper)
This place is haunted Brian...
People have died here. Doesn't
that scare you just a bit?

BRIAN
(sarcastic laugh)
It takes a lot to spook me.

He checks his watch and pulls down the visor mirror to fix
his hair.

JENNIFER
Your grandma worked here for forty
years. The stories she told about
this place... Be careful.

Jen lights a cigarette, her eyes nervously survey the front.

BRIAN
(chuckles)
I used to believe in that stuff --
I don't know... Things change.

JENNIFER
Is it becuase of your dad?

She looks to Brian with concerned eyes.

BRIAN
I'll be back in a bit.

Brian gets out and Jen looks on as he jogs over to the
entrance with hands tucked tightly in his leather jacket.

INT. OFFICE - DAY

Brian sits patiently in an office. The walls are a blinding
white with pictures of medical staff hanging all around.

PAM SUTTON is a shapely woman with a large bust and thick
hips. Her glasses hug the tip of her nose.

PAM
It says here you're from upstate.
All the way from New York?

BRIAN
Yeah, I mean yes, moved here last
month and--

PAM
And you've been to South America
and EGYPT?

BRIAN
(passively)
My dad, he was an archaeologist
and I... I just helped him from
time to time.

PAM
Impressive but are you here for
good or are you gonna take off
like so many young people I've
hired?

BRIAN
(reassuringly)
I'm here to stay... Actually I was
going to ask you if this was a
permanent job or not?

She sets the resume down and clasps her fingers on the desk
pressing forward, squeezing her cleavage. Brian struggles to
look at her eyes while adjusting himself.

PAM
Good... It's important to me I
find somebody reliable and who is
going to do the job properly.

BRIAN
I understand.

PAM
Are you superstitious?

BRIAN
... No. You mean like carrying
around lucky rabbits feet and
throwing salt over my--

PAM
I mean are you religious?

BRIAN
... Atheist...

PAM
Good... Good stuff.

BRIAN
I just want you to know that I
really want the job here but--

PAM
BUT, you're not used to being
asked in a job interview about
your religious beliefs?

BRIAN
Yeah... Doesn't bother me just--

PAM
This is Kentucky Brian, we tend to
say what we want around here.
(smirks)
Sometimes we say too much... We're
fine with that.

Pam pulls out a file from her drawer and flops it on the
desk.

PAM
I need someone that's able to keep
his emotions and beliefs in check.
I'm sure you've heard this place
has a reputation for being--

BRIAN
HAUNTED.

Brian smirks while, Pam looks up.

PAM
... Exactly

Her head tilts back down to the file well before her eyes
do.

PAM
This used to be a great geriatrics
hospital but they shut us down,
due to nonsense allegations...
(shakes head)
Unbelievable... The people here.

She looks through several papers before looking back at him.

PAM
People here believe this place to
be haunted. I can't sell a
building this size with that
stigma. So I called in some so
called ghost hunters to look
around Friday night.

BRIAN
Sounds like fun.

PAM
This place has become more
recognized for ghost stories than
the good work we do with the
people of this community.

BRIAN
Sorry to hear that.

PAM
I might need you to expose these
ghost hunters as frauds. You may
be asked to report on what you've
seen... You OK with that?

BRIAN
You mean, report to you?

PAM
(laughs)
No I mean reporters, journalists.
I'm not paying these people unless
I get the truth reported.

She leans back and smiles.

PAM
I might have some potential buyers
lined up if this all goes well.
Could be a long time job here for
you.

Brian nods slightly and looks at Pam.

PAM
Would you like a job?

BRIAN
YES, absolutely.

Brian gets up and shakes her hand.

PAM
Just remember to show up on time
and make sure none of these cowboy
ghost hunters go anywhere alone.
You will be with two other guards
Janet and Chris.

BRIAN
Great.

PAM
Welcome to the team. I'll get you
a uniform.

Pam leaves and Brian takes the opportunity to snoop around
the office. He walks over to a picture of a group of nurses
standing outside an old building.

He walks over to another picture of a nurse next to several
patients. They look incredibly unhappy, especially one man
in particular. He's behind her and looks at the nurse very
intensely.

CLOSE UP

Fifth floor patients 1957, R.I.P Rachel. Brian sees the
reflection of a person walking behind him in the picture
frame. He spins around sharply.

Pam walks back in with a folded uniform. She looks at Brian
curiously.

PAM
Come with me and I'll give you a
quick tour.

INT. SECOND FLOOR - DAY

Pam and Brian turn the corner of the west wing and walk to
the solarium. Patient rooms are on the right and the open
solarium is on the left.

PAM
They used to roll the patients out
here for fresh air. They thought
it would help them get rid of
their TB.

They walk inside the rooms and out to the main hallway. To
the right are some small operating, treatment and patient
rooms.

It's a very open concept hospital. Brian looks down the
hallway and to the left. What little light can be seen from
outside illuminates the rows of doorways like dusk shining
through veneer blinds, shadows and light overlapping.

They walk down to the end of the hall and into the large
cafeteria. It's wide open with two big pillars in the middle

and metal tables dotted all around. Spare chairs are stacked
in rows of ten against the wall. They both take a seat.

PAM
As I said before, it's important
these visitors this weekend don't
conjure up anymore ghost stories
than we already have.

She looks around the dinning area and back at Brian.

PAM
See? Just a normal empty hospital.

BRIAN
It looks like it has history but--

PAM
Except that!

Pam notices a small leather ball by one of the pillars. She
gets up and walks over to it, to pick it up.

PAM
This is what I'm talking about.
The last thing I need is some kid
coming here hurting themselves.

Pam walks over to a window and tosses it out. It can be
heard bouncing on the ground outside from where Brian is.

BRIAN
What do I do if I find intruders?

PAM
Phone the Sheriff and they will
deal with it.

BRIAN
Right, got it.

PAM
It's getting dark and I forgot my
flashlight, so can we cut the tour
short till tomorrow?

BRIAN
Sure, no problem.

PAM
You'll be able to familiarize
yourself with the place on Friday.

BRIAN
That sounds better. My Aunt is
waiting for me downstairs anyways.

PAM
I've had my fair share of guards
come and go but I have to say, I
got a good feeling about you.

BRIAN
Looking forward to the job.

PAM
We understand each other right?
Not to let these jokers scam me.

BRIAN
I don't believe in ghosts, God,
Santa Claus or the Easter bunny.
(laughs)
Joking.

PAM
(grins slightly)
No... I understand, sadly... I
don't think God's been here for a
very long time.

Pam and Brian walk out of the dining hall. Panning back
slowly, entering the hallway. Pam and Brian's voices become
distant and faint. The leather ball rolls out of one of the
rooms and -- STOPS.

The light rises through the spaces between the doors as one
shadow passes by, cutting the light, then another and
another. Now it looks as though several shadows are passing
back and forth within the rooms.

EXT. OUTSIDE WAVERLY - DUSK - DAY

Brian comes out with hands in his jacket. He sees Jennifer
leaning against her Mustang with two other people, about his
age. CHRIS TURNER, A tall skinny guy with shaggy brown hair
and JANET BOURNE, petite and fit with a gorgeous smile.

Jen sees Brian and hides the joint she was sharing with the
two of them.

JENNIFER
So. Ya get it?

10.

BRIAN
I thought I wasn't going to for a
second after she caught me staring
at her rack.
(laughs)
Oh well.

Jennifer looks to the two security guards but Brian beats
her to the introductions.

BRIAN
Chris and Janet, right?

Brian and Janet smile in a flirty manner as they all shake
hands. Jen looks left out for a second. Like a teacher at a
school dance.

CHRIS
Wanna drag?

JENNIFER
Ah hum, we better be going.

BRIAN
Sure, hey listen you guys, nice
meeting ya and I'll see ya
tomorrow, I guess.

CHRIS
Later.

JANET
Bye.

Brian waits for Janet to walk away so he can check her out
but is interrupted.

JENNIFER
Hey, Romeo. Can we leave?

INT. JEN'S HOME - NIGHT

Brian and Jen walk into the house. Everything is clean and
well kept. The kitchen is straight ahead and the bedrooms
down the hall to the right.

JENNIFER
Hi Mama!

AMY (OS)
I thought you two would never get
back.

11.

AMY WALKINS is a woman in her late seventies. She seems
strong and healthy. She has a warm smile and wears a large
golden heart locket. She comes out of the kitchen with a cup
of tea and sits down on the armchair.

JENNIFER
Brian got the job!

AMY
Oh, that's nice. Is Becky still
working there Brian?

BRIAN
I don't know. I don't think anyone
works there now. I met the owner,
Pam. She's the one that hired me.

Amy looks up to the corner of the room as if to sieve
through her thoughts.

AMY
Pam? I don't think I met her
before... I left there in 1961.

Brian takes a Pepsi out of the fridge and sits down on the
couch. HAPPY DAYS is on the TV.

BRIAN
Did you say it WAS a horrible
place? It seems pretty dismal from
what I saw and I didn't even see
the whole place yet.

JENNIFER (OS)
SHE NEVER EVEN SHOWED YOU AROUND?

He tilts his head back towards the kitchen where Jen is.

BRIAN
No! She said she'll have me go
with the ghost hunters tomorrow.

AMY
Ghost hunters?

BRIAN
Check this out. I get to go ghost
hunting with these guys on Friday
night and after, I get a chance to
tell my story in the local paper.

Amy frowns and waves her hands and shakes her head.

12.

AMY
For heaven's sake.

JENNIFER (OS)
THERE IS GHOSTS, MAMA. I'M TELLIN'
YA, I EVEN SAW A SHADOW PERSON.

AMY
Sweetheart!

JENNIFER (OS)
YES?

AMY
Are you smoking weed or somethin'?

JENNIFER (OS)
(laughs shockingly)
... NO... WHY?

Brian hunches over and slaps his knee trying not to spit out
his soda.

AMY
Shadow people. Honestly
sweetheart. I'm gonna have to
start washing your mouth out, you
keep talkin' like that.

JENNIFER (OS)
Let's not go down that road again.

BRIAN
(cringes)
Ugh, you mean you have a bar of
soap that's like fifty years old?

Jen comes leaning out of the kitchen with animal grease on
her fingers.

JENNIFER
HEY!... The maximum age that bar
of soap can be is forty years.
(shakes her finger)
Keep it up and I'll do something
to your scallop potatoes you won't
like.

AMY
I haven't seen that Waverly Hills
in years, I wonder what it looks
like now?

13.

JENNIFER
Hey, you should tell Brian about
it. Dinner won't be for awhile.

Amy frowns and waves off the idea.

AMY
He doesn't want to hear old boring
stories.

BRIAN
I'd love to hear them. Not like
They -- not that they'd be boring
-- you know what I mean?

Jen goes back into the kitchen.

JENNIFER (OS)
The stories you told me weren't
boring, tell him.

AMY
Disturbing things did go on and it
was a hard place to work but the
ghost stories have been around
since the place first opened.

Brian sits at the edge of the couch and leans forward, as if
to capture every word.

EXT. FLASHBACK - WAVERLY HILLS - DAY

SUPER - JANUARY 1926

The snow gently falls from the grey sky. Star cars like the
ones in old Al Capone movies, drop off people at the
entrance. The ground is packed with snow and people with
handkerchiefs to their mouths cough and huddle over as loved
ones guide them in.

INT. NURSES STATION - SECOND FLOOR - DAY

Three nurses huddle in the corner. Left of the entrance is
the counter and table for nurses' supplies. In the back
against the wall are two large metal cabinets. Immediately
to the right of that is a small kitchen table.

A young beautiful Amy Walkins is reading her book THE GREAT
GATSBY. Two other nurses play cards. MARY HILLENBURG, is a
young, vibrant, and beautiful woman. Her complexion is
flawless. Like a silver screen sultry diva.

14.

TINA SUMMERS a quiet and personable woman in her late
thirties. She is more homely than Amy or Mary but is still
beautiful in her own right.

MARY
(coyly)
So... Ask me what I'm doing this
Saturday.

Amy looks up and puts her book down, grinning.

AMY
Why Miss Hillenburg, what will you
be doing this--

MARY
(excitedly)
I'm seeing BESSIE SMITH in town.

TINA
How'd you get tickets to see her?

MARY
(composes herself)
Well... You know DIEGO?

Tina and Amy look at each other with utter perplexity. Mary
looks at both of them in shock.

MARY
The orderly on C shift? Nice bum?
Gorgeous eyes?

TINA
I'm happy for ya Mary but remember
the bank is closed while on shift.

MARY
Don't worry, I'm saving my primal
urges for after the date.

AMY
Cash or cheque?

Mary leans back and shuts up, she looks at her cards before
laying down two and picking up two more.

MARY
(prim and proper)
A lady doesn't kiss and tell.

15.

AMY
Since you're not a lady,
Butterfly, I'll ask you again.
Cash?... Or Cheque?

Tina and Amy give each other subtle glances before gazing
back at Mary for the answer.

MARY
(beat)
I may have kissed him on the first
date.

TINA / AMY
(simultaneously)
CASH!

AMY
Well, get your glad rags on
Saturday night, Butterfly, and
enjoy yourself.

Mary opens up a heart locket revealing Diego and her kissing
at the fairgrounds.

TINA
Where is the concert?

Mary looks around and leans in to whisper.

MARY
You know that place off the river,
the SILVER NICKEL?

AMY
I heard that's a nice joint.

RACHEL BOURBON, early twenties, enters. She appears
unpleasant and moody. The other three pack up their stuff
and begin to leave, saying hello as they exit.

They try to act subtle but Rachel scowls as they leave. She
spreads her fingers down the middle over her mouth and
sticks out her tongue while their backs are turned.

Rachel's mannerisms are stiff and forceful. Everything she
does is with maximum aggression and intent. She has a
scrunched up face like a bulldog chewing its own shit. She
has a straight board-like posture and skinny bony hands.

16.

INT. THIRD FLOOR SOLARIUM - DAY

Amy, puts on her face mask and gathers her tray of medicine.
Tina, walks by with great stealth and slips something in her
pocket. Tina looks back and smiles at Amy, as she retrieves
what looks like a note. She opens it.

AMY (VO)
(to herself)
I appreciate you coming to me the
other day and the best advice I
could possibly give, is to be
strong. Death will be a regular
thing here. The best we can do is
give our time, compassion and care
to these people. You are a
terrific nurse Amy and you will do
great things here... Tina.

Amy quietly folds the note and places it back in her pocket.
She grabs her tray with a smile and begins her rounds.

SOLARIUM - OTHER END - CONTINUED

MAX O'BRIAN and DEXTER FRANKLIN lay side by side. Both are
in their mid-fifties. An old-fashioned wood-carved chess
board lays between them. They are playing a very competitive
game. Max uses his one hand to move the pieces and the other
to cover his mouth when coughing.

MAX
(coughs)
You-- you-- c, c, can't--

DEXTER
Spit it out or die already.

MAX
(breaths slowly)
You moved... Your knight five
spaces.

Dexter leans back in shock.

DEXTER
Are you taking the same pills as
me?

MAX
You did. You were there and you
moved here.

Max takes the knight and shows Dexter.

17.

DEXTER
Don't touch my pieces, pea brain.
That's how you get confused.

MAX
I'm confused OHHH! That's
original. You were losing and I
caught you cheating and I'M
CONFUSED.

Max leans so far out of bed to make his point he nearly
falls out.

DEXTER
Listen, you want to be a wet
blanket then I don't wanna play.

MAX
(angrily)
It's not yours to decide. It's MY
chess board and I don't want YOU,
to play anymore.

Dexter throws his arms up and waves him away.

DEXTER
Keep it and leave me alone.

Amy walks over with their meds and a tray of water.

DEXTER
(charmingly)
Ah, a second breath of fresh air.
How's my favorite nurse?

AMY
I could hear you guys yelling from
the other end. Everything OK?

MAX
He CHEATS!

DEXTER
(winks)
Only at chess and cards, Darlin'.

AMY
Well... I was told if you don't
keep it down I'll have to spank
you and stick you in opposite
corners for a time out.

18.

DEXTER
If your spankings are as good as
your baths, I've been a naughty
boy.

Amy leans in to give him his pills and gently raps him on
the shoulder.

AMY
Behave yourself. Now, I have to go
and help Dr. Miller. Mary will be
taking over my area.

Dexter reaches out with eyes wide. He looks petrified as,
Amy gives him a look of concern. She walks over to Max to
give him his meds.

DEXTER
I'm telling you she's stalking
me... I think she's in love.

Max nearly chokes on his water and coughs violently. Amy
tries to contain her laughter as she helps Max sit up.

MAX
He's trying to off me with his
humor.

DEXTER
I keep telling her I'm too old but
she won't leave me alone. It's
like watching a bee trying to
resist honey.

MAX
(rolls eyes)
Oh Lord.

AMY
I'll tell her the next time I see
her to keep her hands off you.

DEXTER
Hold on, let's not get drastic
here. Just tell her my heart
belongs to another.

AMY
You're a sugar plum wrapped in
toffee you know that?

19.

DEXTER
(laughs)
Good. Because when I get out of
here it's just you and me, Doll. I
promise.

AMY
Well my boyfriend might not like
that.

MAX
You got yourself a nice man, Amy?
Good for you.

DEXTER
He better be a good man.

Dexter holds his finger up as a warning while Max fiddles
with the board pieces.

DEXTER
If he ever mistreats you, send him
my way. I got a cough right now
that can kill a baby elephant.

AMY
(laughs)
Thank you. I'll keep you in mind.

Dexter whispers to her and waves her in closer.

DEXTER
Amy... I haven't seen Tim lately.

Amy looks at him and pauses.

AMY
Sorry... Tuesday... While he was
sleeping...

Dexter nods and smiles as Amy grabs her tray and walks back.
He looks around and sees Max setting up the pieces again.

DEXTER
What the hell are you doing old
man?

Max stutters to get the words out and it's clearly causing
him to nearly hyperventilate.

MAX
I ain't lettin' you -- you...
Shame yours--

20.

DEXTER
Ahh, shut up, Stinky, and move
your pawn.

INT. FOURTH FLOOR HALLWAY - DAY

Amy walks down the hall and passes by an open door leading
to a small treatment room. As she reaches for the doorknob,
she sees the shadow of a man. Amy reaches in to turn on the
light.

AMY
(flicks the switch)
Hello you're not allowed in--

The light reveals -- Nothing. She pokes her head around
suspiciously before turning the light off and closing the
door. Amy stands there for a second, clearly miffed. She
begins to walk away -- When the door opens again.

Amy looks left, right and behind her. She begins to walk
over as the door SLAMS shut, splitting it down the middle.
She JUMPS back and yelps. Amy cautiously inches her way to
the door. It rattles and shakes as she reaches for the knob.

A nurse comes behind her without warning, startling Amy.

NURSE 1
It's that darn breeze blowing
through the hospital... I'll get
Fernado to fix it.

Amy lays her hand upon her chest.

AMY
Thanks.

Amy continues to walk down the hall. She looks back only for
a moment before she enters another room.

AMY (VO)
By the early 1930's we were up to
our eyes in death. Our head nurse
Tina, left and got a job running a
high class nursing home in
Connecticut. Rachel took over head
nurse duties and the atmosphere
changed forever.

21.

EXT. WAVERLY HILLS - CHILDREN'S SECTION - DAY

SUPER - 1931 - 5 YEARS LATER

Children play outside as Rachel, Amy and Mary look on.
Rachel is sucking back a cigarette and staring down her
pocket watch as the girls and boys play tag in the open yard
behind Waverly.

A little girl, MELISSA BOW, tosses her leather ball at Mary.
She bends down to pick it up and Malissa comes over to Mary,
timidly.

Melissa has a nice cream colored dress one size too big with
pink flowers stitched into the collar. Her brown hair is
laced with ribbons and her big beautiful eyes sparkle like
blue Saphire gems.

MARY
Hey, Beautiful... is this yours?

Melissa nods sheepishly. Amy hands the ball back but before
Melissa can run away, she pulls out an orange and red lolly.

MARY
You like lollies don't you?

MELISSA
(nods)
Thank-you.

Melissa runs off but stops and looks back and smiles towards
Mary and begins to enjoy her summer treat.

RACHEL
Can I offer you some advice?

MARY
Of course...

RACHEL
Don't overstep your boundaries
here.

MARY
It was just a lolly. I wasn't
doing anything unprofessional, was
I?

RACHEL
I wasn't talking about the little
girl.

22.

Mary knows exactly what she is talking about and looks away
awkwardly.

RACHEL
I saw you and Diego in the pantry
last week... Relationships are NOT
permitted while on duty.

AMY
Couldn't you have had this
conversation with her in private
Miss Bourbon?

Rachel turns to Amy with her arm stuck under her armpit and
cigarette dangling off the tip of her finger. She blows the
smoke out the top corner of her lip. The breeze blows it
right back and into Amy's face.

RACHEL
Why should I? When you girls act
unprofessional and careless... I
look unprofessional and careless.

Rachel drags her eyes across to Mary as she inhales a large
puff from her cigarette and puts it out with her foot.

RACHEL
I can keep my mouth shut about
this from Dr. Miller and the rest
of the administration... For now.
I assume you will end this soon?

Rachel storms off, back to the hospital. Mary and Amy look
on in disbelief.

AMY
I don't trust her at all. She
doesn't like you for personal
reasons.

Mary begins to cry. She tries to cover her eyes with her
hand and tilt her head away but it's obvious. Obvious like a
zit on a beautiful face.

MARY
We love each other... I knew we
shouldn't be necking in there
but--

AMY
Don't worry just--

Amy comforts her by rubbing her arm.

23.

AMY
Hey, it's fine. Just keep things
easy while at work and when
you're--

MARY
IT'S... It's not that.

Mary turns to her, with unflinching trust in her eyes.

MARY
I think I'm pregnant.

AMY
Oh, no...

She grabs Amy's hand.

MARY
If the hospital finds out, I'll be
fired and people will... You
know... Treat me like -- I just
don't know what to do.

AMY
Don't get ahead of yourself.

MARY
I love Diego but I'm scared.

Amy stands there in silence, trying to dig for an answer but
non surface. As a last ditch effort, she embraces Mary with
a hug. They embrace for only a moment before Amy pulls away.

AMY
OK KIDS! Get all your stuff and
head back to the ward.

The kids mess around a little longer but gather their stuff
and follow the other two nurses to the children's ward near
the main hospital. Melissa now skips up to Mary with red and
orange lips.

MELISSA
Miss. Hillen, Miss-- Hilbur--

MARY
(a forced smile)
Yes, Sweetie.

MELISSA
Can I visit my Mommy in the
hospital?

24.

She points to the sanatorium.

MARY
You're supposed to be back in the
children's ward by five. Can you
see her tomorrow?

She looks down at her leather ball and fiddles with it in
her hands.

MELISSA
I wanna see her today.

AMY
(to Mary)
It's up to you. I don't think
anyone will mind?

MARY
Come with me.

Mary grabs Melissa's hand and guides her up the hill to the
sanatorium. Amy follows beside them.

INT. THIRD FLOOR - SOLARIUM - DAY

Dexter reads the paper as Max lays on his back staring up at
the ceiling with fingers clasped over his chest. Dexter
licks his finger and slowly turns the page.

MAX
Dex.

DEXTER
(slightly annoyed)
Yes, Max.

MAX
Last night, I... Never mind...

Dexter looks and sees him staring up at the ceiling in
silence. He puts down the paper.

DEXTER
What is it ol' timer?

Max rolls his head towards Dexter.

MAX
You'll laugh.

25.

DEXTER
Probably but you're always more
interesting than the newspaper.

Max smiles and gazes down to the foot of the bed.

MAX
Last night I woke up while in my
room...

FLASHBACK - MAX'S ROOM - NIGHT

MAX (VO)
I woke up and heard whispering,
from outside.

MYSTERIOUS VOICE
(low and muffled)
What kind of hospital is this?

Max looks towards his closed door, his lips are quivering
with fear.

MAX
Who -- who's there?

MYSTERIOUS VOICE
I miss my wife... Have you seen my
wife?

Footsteps can be heard from outside the room, they're
getting closer and louder.

MAX
Who's that?

A SHADOW PASSES BY HIS DOOR. The doors have a glass centre.
The blind is pulled down leaving four inches open at the
bottom. He stretches his head back and sees several shadows
passing by his door.

Max looks up. The little glass window above the door is open
to allow a breeze through. It rattles and shakes.

MYSTERIOUS VOICE
I need my medication. I get angry
without my medication.

The voice is now clear and coherent as if it's coming from
right inside the room.

MAX
Leave me alone... Go away.

26.

He grips his blanket tight and closes his eyes.

MAX (POV)
(whimpers)
No...

MYSTERIOUS VOICE
(angrily)
I just want to go home... They
won't let me leave... I just wanna
go home.

Max's eyes open as he looks at the foot of the bed. The room
is empty and silent. THE RIGHT SIDE OF THE BED SINKS DOWN.
The sheets make a hollow imprint.

DEMONIC VOICE
(low and gravely)
SHUT UP NOW!

MYSTERIOUS VOICE
Sorry -- I'm sorry... Don't hurt
me.

CUT TO

INT. THIRD FLOOR - SOLARIUM - DAY

MAX
It only lasted a few short
seconds... But I never been more
terrified in my life. Has anything
like that happened to you?

Dexter looks ahead at the foot of his bed.

DEXTER
Sometimes I see shadows as well...
Voices... I never thought much of
it, but scared?... Yeah.

MAX
I don't know about heaven and
hell, but... Well, let's just say
I want you to know... You're a
great friend. I ain't getting any
healthier and --

DEXTER
Me too.

They look at each other for a while. Both crack a smile and
chuckle.

27.

DEXTER
Let's make a promise... No
haunting the other when they're
dead and gone.

MAX
(laughs)
It's a deal.

DEXTER
... You wanna read the paper?

MAX
Just the sports section.

INT. NURSES STATION - FOURTH FLOOR - DAY

Rachel gathers a tray of medicine. She looks in the mirror
and sees DIEGO HUERTA, walking past from the right side.

RACHEL
Diego! Can you come in here
please.

Diego is a Mexican immigrant working as an orderly. He is a
quiet fellow with jet black wavy hair and a nicely shaven
face. He has the most incredible brown eyes and lean as a
lightweight boxer.

RACHEL
I need to speak to you.

She waves him in and closes the door. Rachel locks it and
leans against the counter. He looks suspiciously at Rachel.

RACHEL
I've seen you around here. How
long have you been working at
Waverly?

DIEGO
(cautiously)
Three years... And two months.

RACHEL
You like working here?

DIEGO
Yes.

28.

RACHEL
I know about you and Mary, fooling
about. Did you know she could lose
her job over that?

He looks at her, confused and intimidated.

DIEGO
I don't want her to get in
trouble.

RACHEL
Well... I'm the head nurse here
and I can't have my nurses rolling
around with some foreigner that
doesn't belong here.

DIEGO
I promise we will not do anything
here at the hospital it was--

RACHEL
Two well-written letters from me
and you're both gone. Her to
whatever rag tag farming community
she came out of and YOU!... Well,
who cares right?

His expression dissolves from intimidated to utter disdain.

DIEGO
Maybe though... Maybe I might tell
my supervisor you go to the morgue
and help yourself to the jewellery
from the bodies.

Rachel's cocky attitude washes away leaving her with a look
of shock.

RACHEL
You got nerve.

DIEGO
NO, I've got citizenship... Dr.
Miller was my witness and sponsor.
I was sworn in last month. You
ever try to take our jobs away and
I'll tell everyone you're a
thieving scabby witch.

They look at each other for a moment.

29.

RACHEL
Who's going to believe a filthy
immigrant. You're through here
understand... I'll bury you.

Diego unlocks the door.

Amy opens it and rests against the door frame crossing her
arms, looking straight through Rachel with disappointment.

RACHEL
I see, this is a conspiracy now
between--

AMY
SHUT IT!... Listen here, after how
you chastised Mary a moment ago, I
told Diego. Don't ever, do that
again.

RACHEL
She broke the rules. I can tell
her what I like--

AMY
(stern)
In private... Not belittling her
in front of her peers.

Amy and Rachel stare each other down.

DIEGO
Can I go?

AMY
Go ahead.

He slips out and gazes back at Rachel one last time before
heading down the hall.

RACHEL
You and I have a real problem
here. A real problem, huh?

AMY
I don't want there to be Rachel,
but I won't let you ruin two
people's lives just because you're
jealous. Keep it professional and
we won't have a problem.

RACHEL
You can't talk to me like this.

30.

AMY
You know Mary is a sensitive
person and you knew how to break
her down... That bothers me.

AMY (continued)
Oh and I had a word with Mary and
she agreed to keep her personal
life at home.

Amy leaves Rachel to stew in her anger. Rachel scrunches her
face up before gathering her tray and leaving the station
with the door open.

INT. FOURTH FLOOR - HALLWAY - MOMENTS LATER

Mary holds Melissa's hand as she walks down the crowded
hall. Rachel walks by with the tray of medicine giving Mary
a sinister look that cause, Mary to adjust her collar.

INT. PATIENT ROOM - FOURTH FLOOR - DAY

Mary guides Melissa into her mother's room it is decorated
beautifully with silk curtains and satin bed sheets. In the
corner is a oak table, hand crafted with a radio on top
playing Louis Armstrong.

Melissa's mother looks fifty due to the tuberculosis riddled
through her lungs. She sits in her rocking chair in front of
the window with her handkerchief by her mouth, wheezing and
making awful sounds.

Her skin is sweaty and she is frail and thin.

MARY
Your daughter wanted to say hi.

MELISSA
Hi, Mommy.

The mother rocks faster in her chair and struggles to turn
around to see her daughter. Mary bends down and looks at
Melissa's big beautiful eyes.

MARY
I have to leave for a couple of
minutes. I'll be right back so
just stay here, OK?

Melissa nods and Mary leaves the room.

31.

MELISSA
Are you still sick, Mommy?

Her voice gurgles and she coughs up blood. Melissa FLINCHES
and steps back slightly.

MELISSA
I cough all the time too. The
nurses give me medicine to help me
sleep. I'll be right back to get
you some.

Melissa peeks her head out of the doorway. She walks down
the hall looking into some of the rooms. There are people
curled up grabbing their chests and some people laying
motionless.

She walks past a room where a priest giving a final blessing
in full clerical cloth is making the sign of the cross. The
patient lies motionless with eyes and mouth wide open.

She continues down the hall and sees the nurses' station
open. She pokes inside and looks around. All she can see is
vials and jars with white labels and tubes with samples in
them.

INT. NURSES STATION - FOURTH FLOOR - DAY

Walking in, Melissa opens a bottom cupboard to one of the
counters and roots around. She sees a jar. It's dark and has
several warning labels on it.

CLOSE UP

BLEACH - CORROSIVE - WARNING

As she looks around she knocks it over, spilling the
contents on the floor. Melissa picks it back up and puts it
back in the shelving space. SHE RUBS HER EYES. Melissa
blinks several times.

CLOSE UP

Her eyes quickly become red and fill with BLOOD.

INT - FOURTH FLOOR HALLWAY

Mary walks back to the room with fresh blankets but only
sees Malissa's mother. She is startled by a little girl's
ear piercing scream.

32.

MELISSA (OS)
EEEEEE... MOMMY, MOMMY!

Mary drops the towels and runs in the direction of the high
pitched scream. She sees Melissa hunched over on the ground
with her hands clutching her eyes.

Mary pulls her around! HER EYES ARE BLEEDING. A doctor, Amy
and Rachel as well as several patients look inside the
nurses station.

Mary holds the little girl's head under the tap to wash out
her eyes as she kicks her legs in agony. The doctor covers
her eyes with a towel and runs down the hall to the
treatment room. The three nurses follow behind.

The staff run into a room on the left and slam the door
shut. Melissa's cries of agony can be heard throughout the
hallway as patients peer out from their rooms.

INT. DR. MILLER'S OFFICE - NEXT DAY - DAY

Dr. Miller sits back in his high brown leather chair.
Rachel, Amy and Mary sit across his massive oak desk. A
large Persian rug covers the ground. Memorabilia and
pictures hang proudly on the wall.

DR. MILLER
(sadly)
Dr. Bastien told me Melissa will
have permanent cornea damage.

He looks to the three nurses, waiting patiently for a
response but gets none.

DR. MILLER
So on top of her having TB and
possibly not living to see her
tenth birthday... She will live
the rest of her life in a blurred
and fuzzy haze.

He gets up and heads towards the window looking out. Four
hearses pull up to the front of the hospital as staff wheel
out the bodies of patients that have died that afternoon.

DR. MILLER
The death toll at this hospital is
becoming epidemic... But I can't
let this mistake slide.

33.

MARY
It's my fault Doctor for allowing
Melissa in the main building after
hours. She wanted to see her
mother and -- I'm sorry.

He turns away from the window and faces the nurses'. Their
heads still tilted down towards the floor.

DR. MILLER
Thank-you, Mary, for owning up to
your end. But you're not the one
that needs to speak up.

A long awkward beat follows.

DR. MILLER
This is your chance, Rachel.

RACHEL
Excuse me?

She looks up to him in shock and awe.

DR. MILLER
(irritated)
You're the one with the key for
that station. Why wasn't it locked
during dinner hour?

Rachel raises her hands palms up in protest. Mary and Amy
look away awkwardly.

DR. MILLER
You don't think some of this
responsibility falls on your head?

RACHEL
... I think if the nurses on my
station spent less time
participating in idle chatter,
this--

DR. MILLER
A little girl was blinded
yesterday... But what if a patient
got into the medicine cabinet?
Stole a box of needles? Injured
another patient?...

Dr. Miller nods and heads back to his desk. He looks at a
set of papers and puts them in front of Rachel.

34.

DR. MILLER
These are three official
complaints by patients about your
attitude. They say you are short
with them and one man, says you
were rough with him while
transporting him from his bed to
the bath.

RACHEL
Dr. Miller, I can't -- I can't
please everybody. I am a competent
nurse who does her job well and--

DR. MILLER
I have asked the board to demote
you for the time being.

RACHEL
What?

DR. MILLER
Amy will be taking over duties as
head nurse, if she wants the job.

Rachel sits quietly staring across the desk at Dr. Miller.

DR. MILLER
It was your responsibility to lock
that door... You may appeal this
decision to the board within
thirty days if you wish.

RACHEL
(angrily)
Can I leave now?

DR. MILLER
No! Amy... Will you take on the
responsibilities of head nurse?

AMY
I'm honored, Doctor.

DR. MILLER
As for you Mary, up until this
incident you have been a staple
here at Waverly and the patients
love you.

MARY
Thank-you.

35.

DR. MILLER
But... We will suspend you without
pay for five working days.

MARY
Yes Sir.

DR. MILLER
Now I need you to sign this paper,
Mary, confirming you agree with
the diciplinary action.

Dr. Miller hands out the documents to both Mary and Rachel.

DR. MILLER
This is for your demotion Rachel.
It's not a signature of guilt but
an acknowledgement that you will
accept the disciplinary action
taken against you until the board
hears your appeal.

Rachel angrily scribbles her name down and sits back. Dr.
Miller looks unimpressed with her as he takes back both
documents and files them in his drawer.

The doctor clasps his hands and rests his elbows on the
desk. He looks down for a moment and lets out a frustrated
sigh.

DR. MILLER
The white plague is only getting
worse in the south and it has
forced the government and the
board to pass a law stating that
only people residing in Jefferson
County may be patients here.

AMY
What about the patients already
here from outside the state?

DR. MILLER
They will still be allowed to
reside here but as of the end of
October only residents will be
admitted. The number of ill
patients is just too high to
accept non-residents.

He looks down at his log book.

36.

DR. MILLER
The number of people that have
been enveloped by this disease is
just staggering and... With no
cure in sight right now... That
number is only going to increase.

Doctor Miller shakes his head and looks down, dejected.

DR. MILLER
This has become a place where
people come to die.

The three nurses look at each other.

AMY
(to the Doctor)
So what's the hospital going to do
about it?

DR. MILLER
We're converting the supply tunnel
to a body chute.

MARY
Body chute? But... What will we
use to carry supplies up?

DR. MILLER
There will be two carriages. One
for the bodies and one for the
supplies. I had a patient in tears
last month seeing her husband
carted out the front of the
hospital. I can't allow the morale
of this hospital to sink any
further.

The nurses look at each other.

DR. MILLER
That will be all for now, ladies.
Good day.

INT. - OUTSIDE OFFICE - SECONDS AFTER

Amy and Mary walk outside as Rachel shoves her way through
and down the hall. She shouts without looking back.

RACHEL
Come get the keys after your
shift!

37.

INT. AUNT JEN'S HOUSE - NIGHT

BRIAN
Holy crap! That Rachel -- BITCH.
What happened to that little girl?

AMY
Died eight months later. A thick
skin developed over me after that.
As the years rolled by I just
didn't allow the job to get to me.
Maybe that was a bad thing.

BRIAN
So what happened after that? What
about the death tunnel?

Amy looks at the clock on the wall.

AMY
Oh, Sweetheart it's late and you
have work tomorrow.

BRIAN
It's not till four. I can make you
some tea if you like?

She carefully gets up and begins to walk down the hall.

AMY (OS)
I'll be happy to share more
tomorrow. It's just -- my old
bones have a limit. Good night,
Sweetie.

BRIAN
Goodnight, Grandma. Thanks.

AMY (OS)
Welcome. See you tomorrow.

DOOR CLOSES OFF SCREEN

Brian is restless and paces the room. He looks at some old
pictures on the mantle piece of his grandma and the nurses
at Waverly. Aunt Jen walks into the living room in her
bathrobe.

JENNIFER
Are you still up? Where's Mama?

BRIAN
You just missed her.

38.

Jen takes a seat in the recliner and lights a cigarette.

BRIAN
Why are you so scared of that
place?... Something you're not
telling me.

JENNIFER
Mama believes everything has a
rational explanation. I think she
HAD to think that way.

Jenifer takes a long drag off her cigarette, her hand in her
pocket and tipping the ash in the ash tray. She looks to
Brian as if itching to say something.

JENNIFER
...That woman that hired you.
She's only out for herself, but if
you ask her I guarantee she has
seen some shit there. I've seen--

Brian sits down, and leans in.

BRIAN
I promise to wash your car for a
week, if you tell me what you saw.

JENNIFER
If I tell you Brian you have to
promise me you will be careful.
That place is haunted and it's not
a joke.

BRIAN
I promise. Now what was it?

JENNIFER
I'm not fooling around, watch your
step in that place. No knife, gun
or night stick in the world's
gonna save ya... It'll get ya if
you don't respect it.

BRIAN
(seriously)
I promise to be careful.

She takes another long drag off her cigarette.

CLOSE UP

She tips the ash and the smoke fills the air.

39.

EXT. WAVERLY HILLS - NIGHT

SUPER - NOVEMBER 1954

JENNIFER (VO)
I never told Ma about this because
I wasn't meant to be out there
that night. She had me grounded
for stealing a shirt at the store.
I was fifteen and with your dad
and two of his friends.

A Ford four passenger delivery truck drives into the
sanatorium late in the night through thick snow to the back
of the building. Most of the hospital lights are off. Only
three vehicles lay idle in the back.

INT. FORD TRUCK - NIGHT

DOUG WALKINS is wrapped up in a Kentucky State Red and White
sport jacket and drinking a beer. JACK HAWTHORN is a red
head built like a brick shit house. ANGELO CRIVELLI is a
slick haired cool-as-ice Italian man.

Doug is in the driver's seat and Angelo in the front. Jen
and Jack are cramped in the back. The men join Doug in
cracking open some beers as they sit in the snow with the
engine off.

ANGELO
You think there's any security
around?

DOUG
Nah, all inside making sure the
crazy people aren't walking around
the halls and stuff.
(laughs)
Spooky ass place.

JACK
I heard a nurse hung herself on
the fifth floor in room 502.

ANGELO
Cam said he saw a headless nurse
on the fifth floor..

DOUG
He also says birds can fly
backwards... He's a moron wrapped
in idiot.

40.

They all share a laugh and drink their beers.

JENNIFER
Doug can you turn on the radio?

Doug tunes in and stops on some Rock and Roll.

Doug hands his beer bottle to Jack in the back.

JACK
Dead soldier?

DOUG
Yeah, can you get me a new one?

ANGELO/ JEN
(Simultaneously)
Me too.

They begin to laugh except Doug.

DOUG
Ya ain't drinkin beer.

JENNIFER
Why?... Too young?

DOUG
Cause you didn't chip in and pay.

JENNIFER
Is this enough?

She pulls out a dollar and hands it to Doug. He looks at
Angelo for advice.

ANGELO
Give her a beer, it won't hurt
her.

DOUG
Jack...

JACK
Cheers, big ears.

Jack pops her open a cold one. She takes a long swig,
squinting in disgust but will never say it tastes horrible.

ANGELO
How is it?

41.

Jen closes her eyes and gyrates as if she's going to
upchuck.

DOUG
SIS! I'll bury you out here if you
hurl in my truck. I swear to GOD.

She lets out a belch so loud it causes Jack to squint and
look away.

JENNIFER
That's a good brew.

All the guys are grossed out and turn away.

ANGELO
Since you're so grown up... Why
don't you go in the death tunnel?

DOUG
Shut up, you guys.

JENNIFER
What's the death tunnel?

JACK
(eerily)
They used to lower the dead bodies
down so that they can get picked
up by the hearse. It's said you
can hear their tortured souls.

DOUG
Forget it.

JENNIFER
I'm not scared. Come on!

DOUG
Forget it. I don't want you
getting hurt or somethin'.

JACK
It's nothin'. Just a narrow tunnel
up to the sanatorium. It's even
got steps, man. We'll give her the
oil lamp.

ANGELO
How do you know?

JACK
I went in there last summer.

42.

JENNIFER
I want to go.

DOUG
I didn't bring you out here to
entertain you, Squirt.

Jen wraps her skinny arms around her brother's backrest,
trying to give him a hug, begging to go.

JENNIFER
Pleeeease! Biggest, bestest
brother.

ANGELO
I didn't know your little sis was
such a cool cat. Let her... What's
the worse that can happen? Just
let her go to one end and back.

DOUG
Yo, Jack get the lamp, it should
be down by your feet.

EXT. PARKING LOT - BACK OF BUILDING

They close the doors and walk over to a small embankment
near the sanatorium. They all march through the snow until
they get to a tunnel. It has a steel door and an overhanging
cement ledge.

ANGELO
I got it.

Angelo pulls out an augmented wire. He goes to the lock and
starts picking it. Jen looks over his shoulder.

ANGELO
You're blocking my light.

Doug grabs her and pulls her back. After several attempts
Angelo finally pops the lock. The steel door creaks open.
The kids look in and see nothing but BLACK.

JACK
How far does that tunnel go?

DOUG
Our Mom said five hundred feet.

JACK
How far is that?

43.

DOUG
It's about a football field and a
half long.

JACK
WHAT?

ANGELO
Keep it down.

DOUG
Shhh, Jeez man.

Doug, Jack, and Angelo all look at each other as Jen stands
behind.

JENNIFER
Well... Gimme the lantern.

DOUG
You don't have to do this.

JACK
Yeah, let's go. Five hundred feet
seems too far.

JENNIFER
I thought you said you went in
here?

JACK
I -- you know -- I didn't think
you'd actually go. Honestly... I
wouldn't go in there if you paid
me ten bucks.

ANGELO
(laughs)
Hey, Sally, oh... I mean Jack,
wanna--

JACK
Shut up, asshole! Ya wanna punch
in the mug?

Jen grabs the lantern from Jack. Angelo reaches in his
pocket for matches and lights the wick inside. The glow only
lights up the first ten feet of the tunnel. Jen takes a deep
breath and begins to walk in before Doug stops her.

DOUG
Sis... Why do you feel you need to
do this?.. Let's just go.

44.

She stares into her brothers eyes. Both share a look of
worry and doubt but sibling rivalry and stubbornness forces
neither one to flinch.

ANGELO
Here, take the rest of the
matches, just in case.

She reaches back and grabs them, putting them in her pocket.
The boys stare at her before she turns to the black abyss
and walks forward.

INT. DEATH TUNNEL - NIGHT

ANGELO (OS)
That chick is nuts or what?

The tunnel is an eight foot wide pitch black tomb like
structure. A rusty set of rail tracks run up the left side
where the trolley gets lowered and raised. Her breath
evaporates in front of her face.

She scrapes her shoulder against the wall as the light
flickers, lighting up only a foot in front of her and
swallowing up the rest. She sweeps the lantern back but can
only see a dim light behind her.

JENNIFER
(sings)
Lolly pop, lolly pop Oh la--

She continues to gently whisper the tune under her breath
until she hears a rattling sound. She stops, and listens
intently.

MYSTERIOUS VOICE
(muffled)
Who's there?

JENNIFER
... Is some -- Is someone there?

She stares into the darkness for several moments. Her
lantern begins to flicker and die down. Her breathing speeds
up as she tries to search for the matches. Now she is in
TOTAL DARKNESS. She slows her breathing down to try to hear
the mysterious voice.

MYSTERIOUS VOICE
(raspy)
Who are you?

45.

Jennifer can be heard whimpering and attempting to light a
match several times with no success. With each momentary
strike of the match the tunnel illuminates AS A MAN STANDS
BEHIND HER, PALE AND GHASTLY.

She begins to breathe faster as the mysterious voice
dissolves into a slight whimper, voice trembling in the
dark.

            MYSTERIOUS VOICE
      (raspy and muffled)
Help me. I just want to leave.
They won't let me leave.
      (crying)

She strikes the match and it illuminates only the small area
around her, her hand trembles. A man in coveralls lays
against the left wall ahead of her.

Jen lets out a squeal and cries. His face is obscured and
only the faint silhouette can be seen of the rest of him.
His coveralls are stained. He sits with legs straight out
and hands in his lap.

MYSTERIOUS VOICE
(raspy)
The winch

JENNIFER
w--wa -- what?

MYSTERIOUS VOICE
(raspy and gurgled)
The winch... It broke. I can't --
I can't fix it. Come here and help
me.

JENNIFER
I'm going... I -- I -- gotta go
now, my brother is waiting.

            MYSTERIOUS VOICE
      (gurgled and
       monotoned)
If we can't leave... Neither can
you.
      (wicked chuckling)
Neither can you.

Jennifer takes one large step towards the figure out of
sheer childlike curiosity... IT'S A ROTTEN DECAYING CORPSE
WITH A BROKEN CABLE IN ITS HAND. Jennifer screams a high
pitched squeal and runs out the way she came.

46.

The lanterns light swaying to and fro inside the tunnel. The
boys at the other end hear Jen and begin to run in after
her.

Jennifer loses her footing on the edge of a step and falls
forward on her stomach shattering the glass lantern and
extinguishing the flame.

MYSTERIOUS VOICE
Get out!

She can hear Doug calling her name over top of the
mysterious voice telling her to leave.

DOUG
Stay there, we're coming.

DOUGS POV

Doug sees a large figure grab her and lift her up. The man's
lantern reveals him to be a security guard. Jennifer is
trembling ferociously as her tear-stained cheeks quiver.

SECURITY GUARD
What the hell are you kids doing
here?

DOUG
We were jus--

SECURITY GUARD
GET OUT... OUT!

All three of the guys jump and head back from where they
came. Jennifer wipes away the tears from her eyes with her
jacket sleeve.

EXT. TUNNEL ENTRANCE - NIGHT

Everyone files out of the tunnel. The kids line up against
the wall. The security guard sets his lamp down on the
pavement. The light gives an eerie glow to the kids faces.

SECURITY GUARD
What the FUCK!... Were you kids
thinking, letting this little girl
in there by herself?

DOUG
Sir--

47.

SECURITY GUARD
(points finger)
SHUT YOUR HOLE BOY!

The security guard grits his teeth and holds his finger up
authoritatively.

SECURITY GUARD
I'm contacting your parents and
the Sheriff.

DOUG
Please, Sir, may I say something?

The security guard squares up to Doug and gets within three
inches of his face.

SECURITY GUARD
You better produce biscuits and
gravy out of your ass boy because
I'M GONNA MAKE SURE THIS DON'T
HAPPEN AGAIN!

DOUG
Our Mom works here.

SECURITY GUARD
Who's that?

DOUG
Amy Walkins. I'm Doug and this is
my sister Jennifer.

The security guard looks at the two of them.

SECURITY GUARD
... A fine lady. Hard to believe
you're her son.

DOUG
We're really sorry, Sir... Please
don't call her or the Sheriff.

The guard puts his hands on his belt and looks at them. He
focuses his stare at the other two. He walks over to Angelo.

SECURITY GUARD
Hand over the pick, boy.

ANGELO
What?

48.

SECURITY GUARD
Hand... Over... The... PICK!

ANGELO
What pick, what? Why do you think
I have a pick?

SECURITY GUARD
You're Italian, aren't you?

ANGELO
That's a bit racist isn't it?

The guard cuffs him upside the head so hard, Angelo's long
black hair flops to one side.

ANGELO
uuurgh, damnit, OK, OK... Here.

With one hand on his head the other reaches in his pocket
and pulls out the lock pick.

DOUG
We're really sorry, it won't
happen again, Sir.

SECURITY GUARD
What were you thinking, sending
your sister up that tunnel? This
is no playground here... You think
I enjoy being scared half to
death?

DOUG
It was stupid, I tried to talk her
out of it.

SECURITY GUARD
The only reason I'm giving you a
pass is because of who your Mom
is. She's a great lady, don't
wanna worry her.

DOUG
Thank you so much, Sir.

JACK
Thanks for being cool about it.

ANGELO
(insincere)
Yeah, thanks.

49.

SECURITY GUARD
Look at her! She's petrified. Get
her home and don't let me see you
kids again.

Doug wraps his arm around his little sister as they head
back to the truck. The snow begins to gently fall from the
pale moon sky.

INT. TRUCK

ANGELO
You see that guy and the way he
wacked me?

JACK
That was hilarious. Hey Jen, you
OK?

She stares out the window as they drive off.

JENNIFER
No.

DOUG
Just lay off for a while, guys.

DIXIE HIGHWAY - MOMENTS LATER

The wipers squeak and rub against the windshield. Jennifer
looks out the window at the ghostly silhouette of the trees
plastered against the night sky.

DOUG
What made you go in there?... Why?

INT. AUNT JEN'S HOUSE - NIGHT

JENNIFER
At the time I had no answer... I
just kept staring out that window
pretending to ignore him.

BRIAN
But why did you?

JENNIFER
Your grandmother worked her entire
life, surrounded by death and
misery. I thought she was the
bravest woman I knew... I wanted
to be just like her, but...

50.

She puts out her fifth cigarette and leans her head back
against the chair.

JENNIFER
After Dad died she kept working
hard so she could send your Dad to
University. Strongest person I've
ever known.

BRIAN
Did you ever go back?

JENNIFER
Today with you was the first time.

BRIAN
Honestly... I would have
definitely walked to the other end
and back.

JENNIFER
(laughs)
You're braver than me.

She gets up.

JENNIFER
I'll never go in that place by
myself ever again. I don't know
for sure what's in that hospital
but just be careful.

BRIAN
I will.

JENNIFER
Thank-you.

She gives him a kiss on the cheek before heading to her
room.

JENNIFER
Turn off the lights before you go
to bed.

BRIAN
Yep.

Brian gets up and flicks on the TV and turns the volume
down. He slumps on the couch and relaxes.

51.

SEVERAL MOMENTS LATER

Brian is fast asleep on the couch. A black and white movie
is playing. It looks like a detective and a beautiful lady
conversing.

CLOSE UP - TV

ACTOR
You left me, just like that... No
explanation, no--

ACTRESS
I had no choice... Can't you see
that? Can't you still love me?

The man in the movie turns away.

ACTOR
I don't think I can love or trust
anyone anymore.

EXT. EGYPT - DAY

SUPER - JULY 1980

A Jeep pulls up to an excavation site. Egyptian students and
Americans haul dirt from a hole in the ground. Several
people on their hands and knees, dust off what looks to be a
flat bed tomb.

Brian gets out, backpack slung over his shoulder. A local
shouts something Egyptian down in the tunnel. Doug Walkins
pops out wearing khakis and boots. He has a nicely cropped
white beard and a weathered face from years of digging in
the hot sun.

DOUG
(excitedly)
Brian! How was your flight son?

Before he can get an answer Doug tackles him with a hug.

BRIAN
(smiles)
Good.

DOUG
So whatchya think?

52.

BRIAN
That's a beautiful hole in the
ground, Dad.

DOUG
I tell ya, son, this is my
greatest discovery by far, Wanna
see what's inside?

BRIAN
Actually I feel exhausted from the
plane trip... I'm gonna just head
back to the hotel and--

Doug looks unsure whether to slap Brian or shake him.

DOUG
Are you kidding me?

BRIAN
KIDDING, DAD! I kid.
(laughs)
I can't wait to see it.

Doug grips his kid around the neck with one arm and yanks
him towards the tomb.

DOUG
Come on.

They make their descent down the short ladder.

INT. TOMB CHAMBER - DAY

Brian sets his backpack down and looks around. The room is
forty by thirty feet. The ceiling is being held up by steel
supports crossing over one another.

Flood lamps hang on the four corners and a beautiful mural
of hieroglyphics covers all four walls. To the left is a
small tunnel leading to another chamber.

Doug walks straight over to the front wall with hands spread
wide like a painter explaining a masterpiece of art.

DOUG
This tells us that the man here is
an important person. Over on the
right wall is the symbol for money
and over here is documentation of
some kind. We think he was the
accountant of the Pharaoh. Maybe
(MORE)

53.

DOUG (cont'd)
even a treasurer of some sort.

Doug walks to where Brian is and points.

DOUG
See this... The symbol for the
Pharaoh, Ramses the third. He's
standing on his chariot.
Incredible, isn't it?

BRIAN
It's fantastic... You did great.

DOUG
Isn't it beautiful, I mean...
Nobody has been in here for years
and years... Just... waiting to be
discovered.... Beautiful.

BRIAN
What's in there?

Brian points towards the small hole in the wall. Doug waves
him towards it.

DOUG
Come here and check this out, son.

INT. BURIAL CHAMBER

Doug crawls into the tiny but long tunnel to the next
chamber. There is very little shoulder room and only enough
space for a normal sized man. A limestone sarcophagus lays
in the middle of the twenty by twenty foot chamber.

More hieroglyphics can be seen spread across the four walls.
The dust is trickling down from the ceiling and again four
steel reinforced girders hold it up.

BRIAN
Was there any gold or treasure
when you found it?

Doug wraps his arm around Brian and laughs out loud, as
though it was the funniest thing he's heard in a long time.

DOUG
If there was any treasure here,
son, it was taken by grave robbers
a thousand years ago... At least!
NO, this here, is the real
treasure.

54.

BRIAN
So what's inside?

DOUG
Great question... I wanted to wait
for you before we opened it. Feel
like making history today?

BRIAN
Absolutely.

Doug leans into the passageway and shouts out something in
the workers' native tongue. Three young men come into the
crowded tomb with crowbars ready to open the mysterious box.
Brian steps back near the exit. They all get into position.

DOUG
OK... OUA...SNAU...SOMNT! GO!

In unison they pop the lid off and shift it to one side. It
looks as though it weighs a ton. They look inside and at
each other. The workers begin to slowly back away.

DOUG
This -- This, can't be?

BRIAN
Dad?

The workers run out, shoving Brian away from the exit. They
can't get out fast enough as the ceiling begins to make
strange noises.

BRIAN
Dad, what is it?

Large chunks of rock and sand begin crashing down. Doug
looks to his son, points and screams.

DOUG
GET OUT!

Brian crawls into the hole, it's too small to look around.
Doug runs around the side of the sarcophagus but it's too
late and his head is split open by a piece of falling rock
the size of a volleyball.

He hits the ground as the chamber fills halfway with sand.
Brian crawls out the other end and turns back but sees
nothing but his father's hand sticking up. He tries to rush
back in but is grabbed and pulled back.

55.

BRIAN
DAAAAAD-- DAAAAAD!...

Brian falls limp as he stares straight ahead. As several
archaeologists and workers haul tools down the tomb to
possibly attempt to dig Doug out... Brian knows it's too
late and bows his head in grief.

INT. JEN'S HOUSE - LIVING ROOM - DAY

Brian's startled, by his grandmother.

AMY
Did I scare you? Sorry, did you
sleep here all night?

Brian tries to open his eyes but looks like a half sucked
orange in the process. He grabs his neck and rubs it.

BRIAN
What time is it?

AMY
It's 6:15AM darling.

JENNIFER (OS)
Was that you talking in your sleep
last night?

Jennifer enters the living room tying her bathrobe.

AMY
He slept on the couch last night.

JENNIFER
You were saying some strange
things. I hope I didn't scare you
with that story?

AMY
What story?

Jennifer looks to her mother in an I FUCKED UP sort of way.

JENNIFER
(hesitantly)
A story I heard from someone...
About Waverly. Does anybody want
breakfast?

BRIAN
Definitely.

56.

JENNIFER
How about I make a good southern
breakfast. Bacon, sausage patties,
fried eggs, grits, biscuits and
gravy?

BRIAN
(astonished)
HELL YEAH!

BREAKFAST - MOMENTS LATER

Amy sips her tea as she watches her grandson devour his huge
breakfast. She looks to her daughter and laughs.

AMY
What is it with boys and their
food? I used to make the same
thing for Doug after I came home
from the graveyard shift and he'd
have that plate sparkling by the
time I made my tea and toast.

Brian puts down the fork and knife and chews quickly to get
his rebuttal out.

BRIAN
This is amazing food and no REAL
man would dare turn this down.

AMY
(looks to Brian)
Your Grandad used to say, he ate
so much when he was young because
he knew he wouldn't be eatin'
anything by the time he got
married.

BRIAN
(mouthful)
I can see the reasoning.

Jen begins to take the empty plates away.

BRIAN
So, Grandma... What happened to
Mary? You said she was pregnant...
Wasn't that--

Brian looks up and sees his Aunt look away. Amy takes a sip
of her tea.

57.

JENNIFER
It's not a breakfast story.

Amy grabs a napkin and dabs her eyes. Brian looks on,
momentarily speechless.

BRIAN
I -- I'm sorry. Did I say
something wrong?

AMY
No... Just old memories flooding
back. What happened to Mary was a
very sad thing.

BRIAN
Sorry for asking... Forget I said
anythin'.

Amy slowly gets up and turns towards the door.

AMY
Come sit with me on the porch and
I'll tell you about it.

Brian looks to Jen. She gives him a nod as she gathers up
his dishes.

EXT. FRONT PORCH - DAY

Amy carefully sits down as Brian comes out to meet her. The
porch has pots with pink flowers. The sun has just peeked
over the horizon and birds can be heard. He takes a seat
across from her by the door.

Amy looks down at one of the flower pots and sees a
butterfly flutter its wings.

Brian sits comfortably in his chair, hands on lap.

AMY
I believe things went on there
that can't be explained. So some
of what I'm about to tell you is
from what I've heard.

BRIAN
I'm listening.

AMY
I told you they made the supply
tunnel into a body chute, right?

58.

BRIAN
Yes.

AMY
Things started happening after
that... Strange and--

She rubs her locket and looks at Brian.

AMY
As I said... Strange things
happened in Waverly after the
bodies were transported down
there.

INT. THE MORGUE - NIGHT

SUPER AUGUST 1931

Diego works diligently. He is wearing full white coveralls
and green rubber gloves, combined with a face mask covering
his nose and mouth.

He grabs a tray with the body of a man and slides it out of
the steel cabinet. The corpse's hair is frizzled and a pale
chestnut brown. Eyes are closed and skin -- a clammy grayish
hue.

A second man in a lab coat marks down details and clips the
board onto a gurney and slides the large flat, steel trolley
just in front of the morgue table. Diego hoists and drags
the body onto the trolley.

LAB MAN
Hey. I'll be back. Just going to
grab a pastry before they throw
them out.

DIEGO
Sure.

The corpse is wearing patient pajamas. Diego wheels him out
the morgue and down the dark hallway.

FIRST FLOOR - HALLWAY

CLOSE UP

The wheels jerk left and right as the gurney is rolled down.

A steel door marks the end of the hallway on the right. He
stops before it. It's used several times a day but still

59.

makes a creaking sound. Curiously Diego looks at the
clipboard attached to the gurney.

DIEGO
I guess this is your final stop
Mr... Watson... Rest in peace.

INT. ENTRANCE TO THE DEATH TUNNEL - NIGHT

Diego pushes the trolley in front of the big steel winch
that's bolted to the wall on the right. The winch fastens
tightly to the back of the trolley.

Diego rotates the wheel, lowering the body down the chute.
It squeaks and makes an awful noise while being lowered. The
top of the man's head becomes more and more faint as it's
lowered down the incline to the bottom.

EXT. OTHER END OF TUNNEL.

A hearse and three men wait with an oak coffin on a trolley
at the other end. The man driving the hearse waits by the
car, while the two other men dressed in their Sunday's
finest wait in front of the open door to the tunnel with
lanterns in each hand.

INT. TUNNEL ENTRANCE

The gurney is no longer visible. Diego grips the handle
firmly while continuing to rotate the wheel. Suddenly it
STOPS! He rotates his arms for a split second before trying
again but the wheel won't budge. He wipes his brow while
trying to rotate it in the opposite direction, with no luck.

EXT TUNNEL EXIT

The two men walk closer with their lanterns held up and
their ears pointing towards the the tunnel. The driver
reaches in his pocket and pulls out his watch. He places it
back and continues to wait patiently with arms crossed in
front, whistling a tune softly under his breath.

INT. TUNNEL ENTRANCE

He gives the winch one last go and pushes all his weight on
the handle snapping it. Diego falls to the ground.

DIEGO
PUTO!

He dusts off his overalls and grabs the lantern by the
doorway. He tries to light it but fails. He tries again. THE

60.

FLAME BALLS UP, filling it. He holds the lantern out in
front before beginning his descent into the black abyss.

The flame only lights up the first ten feet around him. The
rest is swallowed up by the blackness. He looks down at the
floor and sees spiders crawling up and away back towards the
entrance. He continues down and sees a leather ball on the
step to the left of him.

He pulls his mask and gloves off to rub his eyes. The ball
sits there momentarily. He stares at it and continues to
shine the light. THE BALL IS PELTED DOWN THE TUNNEL BY
ITSELF. Diego leaps back and grips the wall.

A man's laughter resonates down the tunnel. Followed by a
little girl crying.

EXT TUNNEL EXIT

The two men at the bottom walk just inside looking and
listening. They hear a light thumping. It gets closer and
closer. The ball bounces at them and rolls in front. The men
take several steps back and look down at it.

1ST MAN
DAMN IT!... Damn it to hell.

INT. INSIDE TUNNEL

Diego presses forward but looks back once to see how far
he's gone. The light from the hallway looks like the size of
a human eye. He turns back and STOPS!

He can see the faint outline of the corpse on the trolley
several feet ahead. Diego looks down to see a doll beside
his feet. He leans down to pick it up. The eyes have been
burnt out and blood begins to seep out of the sockets.

He throws the doll away and sets the lantern down. He grabs
the trolley cable. It's stiff and rigid with no give. Diego
continues to walk to the gurney breathing rapidly and sees
the corpse in plain view.

Looking down, he can see the gurney is stuck on a small pile
of rocks. He crouches down as Melissa looks on from behind
him. Her faint silhouette remains invisible to Diego as he
tries to dig the trolley out.

MYSTERIOUS VOICE
Where's my watch?

61.

DIEGO
(looks around)
Who's there?

He wipes his hands as he hears metal wiring tearing and
stretching. THE WENCH SNAPS OFF SLICING OPEN HIS JUGULAR.

Blood gushes out and splatters on the wall in front of him.
He GRIPS his throat and gags. The blood seeps out through
his fingers as he slumps down against the wall. Diego stares
straight ahead gasping and gargling up blood.

The corpse lays peacefully on the gurney with arms folded on
his chest, when... ITS EYES OPEN. Clouded and white, he
begins to turn his head towards, Diego, neck bones popping
and cracking.

EXT. OTHER END OF TUNNEL.

2ND MAN
Enough of this! We still have
three more bodies to get out of
here.

Two more hearses pull up as the two men walk into the
tunnel. They both shiver for a second. The men continue to
head up the tunnel as the flames in their lanterns flicker
and become dim. They see the silhouette of a man against the
wall.

1ST MAN
... What's that?

They take two more steps and shine their light. The corpse
is sprawled on top of Diego with it's clouded eyes staring
up at him and mouth stretched wide open. His pale grey hand
clutches Diego's throat. The two men jump back in terror.

2ND MAN
Jesus, Mary and Joseph.

The two men make the sign of the cross. Diego's eyes have
rolled back into his head and his arms rest lifelessly by
his side in a puddle of blood.

1ST MAN
Go wake Dr. Miller. Get the
Sheriff... Just get somebody, NOW!

62.

AMY (VO)
I had just arrived on duty when I
found out about it. I got there
when they were carting the bodies
out of the tunnel.

EXT. WAVERLY HILLS ENTRANCE - DAY

Amy waits by the front door as the employees for the next
shift begin to file in. She waits for Mary who is coming up
the road on her bike. The autumn leaves swirl around the
wheels of her bike as she hopes off. Mary senses something
wrong and frowns.

MARY
What's wrong? Is everything OK?

AMY
Let's go over to the flower
garden.

Amy walks with her to a small brass bench near a flower
bush. They can be seen from afar, sitting as Amy holds her
friend's hand. They converse and Mary slumps her head
against Amy's shoulder as Mary begins to cry. Amy wraps her
arms around her friend and holds her.

Amy pulls away and looks at Mary while cupping her hand.
Mary covers her eyes, Amy, reaches into her pocket and pulls
out a small box.

CLOSE UP

AMY
I didn't want to give you this
now... But it's not mine to hold
onto... They found it in Diego's
pants.

She opens the box to reveal a beautiful diamond, solitaire
engagement ring. Mary trembles with hands up, she grabs the
box and holds it to her chest as she hunches over, bawling
uncontrollably.

Amy rests her cheek on her head. The sound of crows nesting
on the bell tower can be heard over the sorrow below.

AMY (VO)
Mary took a week off to grieve...
But when she returned I knew she
was a different person... I felt
she had lost a piece of her heart.
Her eyes... You can tell a woman's
(MORE)

63.

AMY (cont'd)
heart is broken just by looking in
her eyes.

INT. FOURTH FLOOR NURSES' STATION - NIGHT

Amy stocks the station with supplies when Mary walks in.

MARY
(sheepishly)
Hi.

AMY
Hi, Butterfly.

Mary hangs her coat in the closet and gazes down at the
engagement ring on her finger.

AMY
It was tough last week. We had
that storm on the Friday and the
electricity kept going off. I did
my first Pneumothorax procedure by
candle light... Sort of romantic
actually

Amy walks over to Mary and puts her hand on Marys arm. At
first Mary looks off to the side and away but their
friendship is too strong and Mary is unable to ignore her.
They look at each other.

AMY
I'm so happy to have you back. I
want you to take things easy for
the next while.

Mary nods and smiles.

AMY
I know the fifth floor is a boring
job but you need time before you
can get back in the hustle and
bustle of the lower floors... You
understand, right?

MARY
It's OK. Thanks... You're the
best. I want to give this to you.

Amy takes off her locket and hands it to Amy.

64.

AMY
I can't take anything from--

MARY
(abruptly)
Take it... I changed the picture
inside.

CLOSE UP

Amy opens up the locket, inside is a picture of them the
first year they were nurses at Waverly Hills. Standing
outside the front entrance with gorgeous smiles.

AMY
Thank-you.

Amy fans herself as her eyes well up with tears.

Amy turns to wipe the tear from her cheek. When she turns
back, Mary is gone. Amy peeks out down the hall and sees her
walking away briskly.

INT. FIRST FLOOR ADMINISTRATION - NIGHT

Amy is talking to the receptionist and going over files when
Rachel comes clip-clopping around the corner.

RACHEL
You're putting Mary in my area
tonight?

AMY
Yes... Problem?

RACHEL
I don't want to come in here
twelve hours from now and see
nothing is done, that's all.

They exchange glances. The receptionist sits quietly looking
at the two of them refereeing this incredibly long silence.

AMY
After I'm done, I will check up on
her before break and see how she
is... OK?

RACHEL
(sarcastic smile)
Good.

65.

Rachel strikes her a look of ill will as she walks off.

AMY
RACHEL!

She sharply turns around.

AMY
I would be happy to give you a
great reference if you find
another job.

RACHEL
Thank-you Amy, but that won't be
necessary.

Rachel throws her scarf around her neck and walks out the
building.

RECEPTIONIST
Thanks for trying, Amy.

AMY
(laughs)
I thought it was at least worth a
shot.

INT. ROOM 502 - NURSES STATION - DAY

Mary clutches a picture of her and Diego sharing a
passionate kiss at a fairgrounds. Mary clutches her belly
where her unborn baby is growing with one hand and covers
her eyes with the other, releasing wave after wave of tears.

FIRST FLOOR ADMINISTRATION

RECEPTIONIST
Amy.

AMY
Yes.

RECEPTIONIST
Can I ask you something honestly?

AMY
I think I know what it is but, go
ahead.

RECEPTIONIST
Everyone in this hospital knows
she's pregnant... And... Not
married. Is the Hospital going
(MORE)

66.

RECEPTIONIST (cont'd)
to--

AMY
Fire her?... I met with the board
and they told me to let her go
when the time is right...
According to these bible-belt
administrators... They can't have
a sinner taking care of the sick
and dying.

RECEPTIONIST
(disbelief)
Those unimaginable bastards...
What are you going to do?

AMY
As far as I'm concerned, if she
leaves, so will I. Keep it to
yourself.

RECEPTIONIST
I won't say a word.

The two of them see a shadow walking down the hall towards
them. Mary emerges with hands clasped out in front. Amy
comes from behind the counter to meet her.

AMY
Is everything OK Mary?

MARY
I was just stocking room 502 and
thought some flowers would be
wonderful. It's a bit gloomy up
there, I just thought--

AMY
Absolutely... Great idea, let's
just go to the gift shop and get
some.

Mary and Amy walk over to a large glass room with
newspapers, candy and flowers. Amy picks up several pink,
white and yellow tulips.

MARY
I want to get ones that are both
masculine and feminine.

Amy leans on the door frame with arms crossed, smiling.

67.

AMY
I would also take some blue
orchids.

Amy smiles and picks a small handful. Mary leaves several
coins on the counter and walks out, leaving Amy to lock up
behind her.

MARY
How are things with Billy?

AMY
Things are getting serious I
think... I'll be walking down the
middle aisle maybe, I don't know.
See how things go.

MARY
He's a nice guy, you two are
wonderful together.

AMY
Thanks.

MARY
I have to get back to work now...
Thanks, Amy... You're the best
friend I could ever have.

AMY
Scram, Butterfly. You're going to
make me tear up again.

Mary walks away with flowers in hand.

SECOND FLOOR - DINING HALL - 4 HOURS LATER

Amy grabs her tray of food and walks to the table with three
other nurses. She sits down and looks around the cafeteria
curiously but sees only a handful of orderlies eating and a
security guard chatting to the lady cook.

AMY
Anyone of you seen Mary?

NURSE 1
We thought she'd be with you.

Amy leaves her tray there and walks out.

68.

INT. FIFTH FLOOR - NIGHT

The fifth floor is half the size of the other levels. The
patients are asleep and all is quiet. At the end of the hall
to the right are rooms 502 and 503. Left of them is the
short hallway to the fifth floor solarium and rooftop.

Amy sees a light coming from 502 and what looks like a
shadow from under the door moving about. She walks down
towards it. BANG! A patient slaps his door with his hand,
laughing. Amy JUMPS back but keeps pressing forward.

Amy stands in front of 502 and looks down at the light
seeping out from under the door, the shadow moving back and
forth.

Above her head is a light bulb, it flickers relentlessly.
Amy pushes the door open. Mary's hanging from the light
fixture. Amy can't scream; can't speak. She covers her mouth
and cries.

INT. FRONT PORCH - DAY

Brian looks on as Amy stares at the flower pot. A butterfly
flutters and flies off.

AMY
And there... Below her... Layers
of towels and white sheets... Made
into a makeshift basin... Flowers
ALL around, of pinks, yellows,
whites and those little blue
orchids... The baby laid there...
It's tiny little body...

Amy's eyes gloss over with tears as they stream down her
cheeks. Amy trembles from the memories. Jennifer stands by
the doorway with a box of Kleenex. She hands her mother
several tissues. Brian rubs his eyes and leans back.

BRIAN
Sorry, Grandma.
(beat)
Why -- how come she hung herself,
you think?

Amy composes herself and breathes deeply.

69.

AMY
Sadly... I lived in a time where
being pregnant and unmarried
was... Unacceptable. She knew...
She made a mistake.

BRIAN
Couldn't she have moved maybe or
somethin'?

AMY
Ever been so in love you couldn't
imagine your life without that
person?

JENNIFER
Back then, Brian, the baby would
have been taken away and stuck in
an orphanage. Mary knew this.

Brian leans back. He's got no answer. He just sits and looks
down at his feet.

AMY
I was going to quit after that but
your grandfather lost his job at
the mill. We were living on my
income alone. Things started
getting tight due to the
depression and well--

JENNIFER
You're a strong woman, Mama. I
couldn't have done what you did.

AMY
You'd be amazed, Sweetheart, at
what you can accomplish when you
have no choice.

She leans towards Brian, resting her arm on the oversized
armrest.

AMY
Do you get nightmares about your
father dying?

Brian fidgets with a blade of grass and looks to his
grandmother.

BRIAN
Yeah -- least once a week.

70.

AMY
Jen says you don't believe in God
anymore?

BRIAN
I was a good person then my Dad
died... I think the big guy owes
ME... It's just hard.

AMY
Anything that's worth anything in
this life is... You're the same as
him. Same stubborn soul. You keep
your feelings locked in.

BRIAN
Sometimes I think I should have
ran and grabbed him... Instead of
running away.

AMY
It's not your fault... He died
doing what he loved.

Brian sits quietly looking at the blade of grass he's
stripped down to nothing.

BRIAN
(whispers)
I know.

BRIAN
What was it like without Mary?

AMY
In the 1930's it was just routine,
death after death after death. The
Tunnel was now running bodies down
full time.

She smiles for a brief second.

AMY
I got married and pregnant shortly
after. My coworkers told me the
stories of what went on while I
was away... Sort of glad I missed
those two years at Waverly.

EXT. WAVERLY HILLS - NIGHT

71.

SUPER JANUARY 1940

The sunlight struggles to peer from behind the dark clouds
rushing over the Sanatorium.

AMY (VO)
We had a nurse there named RHONDA,
nice girl, late twenties. Heard
voices all the time. She worked
the fifth floor at night.

INT. FIFTH FLOOR - NIGHT

A nurse, sits outside the sealed up room of 502 at a large
steel desk. She reads the newspaper and eats her sandwich.
The patients in the rooms down the left hall can be heard
snoring or mumbling.

She checks her wristwatch, grabs a small flashlight and
heads down the hall looking in the tiny window of each room.
Looking through the first window, she sees a patient laying
sideways on the bed facing the wall, masturbating. The nurse
just shakes her head and continues on.

She looks in the next one and sees a man pressed up against
the wall. He looks terrified and talking to himself.

IN. PATIENTS ROOM

She opens the door and goes in slowly. She kindly guides him
towards his bed and tucks him in. His eyes wide and body
trembling, he looks past her and to the door.

PATIENT'S POV

A SHADOW WALKS FROM THE LEFT PAST THE DOOR.

The nurse, can see the patient trembling and looks behind
her but sees nothing. She leaves him with a warm smile and
pats his arm before locking up.

INT. FIFTH FLOOR - HALLWAY

MYSTERIOUS VOICE (OS)
Who's there?

MYSTERIOUS VOICE (OS)
What do you want?... What do you
want?... Leave now.

The nurse walks cautiously down the hall. The lights flicker
off for a brief second. When they come on... A woman's

72.

shadow appears ahead. Instinctively the nurse clutches the
cross resting around her neck.

The shadow remains at the very end of the hall. The nurse
begins to creep forward keeping her eyes on the mysterious
silhouette. It looks like a nurse clutching a clipboard.

The terrified nurse gets to the elevator and fidgets with
the door to the lift. She finally raises it up but the
shadow remains casting its hallow glare at her. Her body
halfway in the elevator and half out she turns on the
flashlight. Its beam shines straight down beside her.

MYSTERY WOMEN (OS)
Just leave... I work here now.

CLOSE UP

The nurse grips the flashlight tightly in her hands.

Her breathing picks up as her arm rises up and shines the
light on the shadow to reveal... NOTHING. She drops the
flashlight and hurriedly gets in and shuts the lift door,
slamming her hand on the ground floor button.

The flashlight spins on the ground sweeping its light all
around. The lift lowers to a crawl. A pair of nurses shoes
stand by the gap between the lift and the top of the cage,
and disappears when the lift lowers.

INT. FIRST FLOOR HALLWAY

The lift door opens. She runs out crying and calling for
help. The receptionist is gone leaving a sign out saying
back soon.

LITTLE GIRL'S VOICE (OS)
We're still here.

MYSTERY WOMEN (OS)
Don't leave us.

MALE VOICE (OS)
Am I dead? Where's my wife?

The voices begin to overlap each other. While cupping her
ears, she runs out the sanatorium.

73.

EXT. WAVERLY HILLS - DUSK - DAY

A thick fog blankets the countryside. She runs down the
road, crying. SHADOWS CROSS EACH OTHER IN THE FOREST BESIDE
HER. She continues to run towards the main road.

EXT. DIXIE HIGHWAY NEAR WAVERLY HILLS - DAY

A 1940's Cadillac drives up the winding Dixie highway. The
road is cleared of snow but the tree tops wear a blanket of
frost. The sky is a whitish pale grey. The forest is thick
with dead trees on both sides.

INT. CAR - DAY

A little girl sits in the backseat playing with her doll.
She wears a red coat with mittens tied to her sleeves and a
warm hand-knit bonnet. Her little blond curls peek out from
under the hat. Her mother is driving keeping her hands
firmly at ten and two.

LITTLE GIRL
Mommy, what's that up there?

The trees rush past to reveal the sanatorium eerily lurking
over them from a distance. The fog masks it from full view.

MOTHER
That's where the sick people go to
get better... Remember when your
uncle got sick last year?...

The girl looks down at her doll with a pouty face.

LITTLE GIRL
But... He didn't get better.

The mother momentarily turns her head around to say
something comforting. AS THE NURSE STEPS OUT ONTO THE ROAD
IN FRONT OF THEM. She tries to swerve out of the way but the
ice makes the car spin.

The nurse covers her head AS THE CAR SPINS RIGHT THROUGH
HER.

CLOSE UP

The wheels spin and lock.

74.

The car comes to a sudden stop facing the direction they
came. The road is empty and barren. The daughter begins to
cry in the back.

MOTHER
Stay here darling I have to check
something.

EXT. ROAD

The mother gets out and looks under the car but sees
nothing. She looks all around but she is the only one there.
Nothing but a wide open field and to the right is the
Sanatorium.

She looks back to the field and sees a man standing there,
staring at her with dead black fish eyes.

INT. CAR

She gets in and locks her door before reaching for the
passenger lock. THE MAN IS SUDDENLY WITHIN INCHES AND LEERS
THROUGH THE PASSENGER SIDE WINDOW AT HER.

She screams as her daughter continues to cry. The mother
turns the ignition, puts the car in drive and speeds off.
She looks back for a second but the road is barren.

INT. FIFTH FLOOR - DAY

The lift rises up and stops, making a racket as it jars and
shakes. Rachel lifts up the gate and sees Rhonda by the
nurses' station filling out paperwork.

RACHEL
(coldly)
Hello.

RHONDA
I saw her last night... Again.

Rachel walks into room 503 and shakes her head. She hangs
her coat up and attempts to entertain her.

RACHEL (OS)
And who's this Rhonda? The little
girl? The old man with the raspy
voice or the orderly who keeps
opening the elevator?

RHONDA
The nurse.

75.

RACHEL (OS)
Really? How's Mary doing these
days? Is she still up to her neck
in work?
(laughs)

RHONDA
No it's the one that checks on the
patients. I saw her shadow while I
was down the hall... I actually
haven't seen Mary for some time.

RACHEL (OS)
I swear to Jesus if I could get
you transferred off this floor I
would.

RHONDA
If you hate me so much, why don't
you?

Rachel comes out and leans on the door frame with hands on
hips.

RACHEL
Take a wild guess... NOBODY will
work up here.

RHONDA
Sorry you feel that way.

RACHEL
Let me give you some advice that
will help you with your career...
Keep the ghost stories to
yourself... It creeps people out.

Rachel walks away towards the hall.

RHONDA
Mr. Watson wants his watch back.

Rachel stops dead in her tracks. She turns around back to
Rhonda.

RACHEL
What did you just say?

RHONDA
His watch... The one his father
gave him before the war. He wants
it back and he sounded angry.

76.

Rachel cuts her a look that could raise the arm hairs on the
devil himself.

RACHEL
Listen up and listen good. I don't
like you and I think you're a
tarot card reading whore who
belongs here... Not as a nurse but
as a patient...

RHONDA
Don't shoot the messenger.

Rachel turns away and walks towards the lift.

RHONDA
You should know for your own
safety that not all the spirits
here are as nice as the nurse last
night... Some actually don't like
you at all, believe it or not.

She lifts up the gate to the lift.

RACHEL
I'll take my chances.

INT. ELEVATOR

She presses the button for the first floor but nothing
happens... She tries again, nothing... She bangs away as the
lift jerks and lowers.

RACHEL
Piece of junk.

She pulls out the pocket watch and flips it over.

CLOSE UP

To my son FREDRICK WATSON Love Dad.

She opens the watch and looks inside the face. A biblical
passage is engraved. It's small and she is forced to squint
to see it.

If anyone curses his father or mother, he must be put to
death.
Leviticus 20:9

She puts the watch back in her pocket and rubs her arms. Her
breath can be seen in the dark elevator. The light
momentarily sweeps upwards as it lowers past each floor.

77.

REVEALING A MALE PATIENT STANDING BEHIND HER. His face is
twisted and filled with rage.

AMY (VO)
Rhonda was let go the following
month. Rachel kicked up enough of
a fuss and accused her of stealing
medical supplies.

BRIAN (VO)
What ever happened to Rachel?

AMY (VO)
What happened to Rachel was
horrific. She began taking
straight night shifts on the fifth
floor. It was Augest 12th 1957.

AMY (VO)
My friend Fernando witnessed
something nobody should ever see.

INT. FIFTH FLOOR - NIGHT

Fernando emerges from the elevator with his mop and bucket.
He hears a soft monotone song that plays in the background.
He leaves his bucket and walks down towards the solarium.

He gets closer to room 502, where the music is coming from.
A HEADLESS RACHEL IS SLUMPED IN A WHEELCHAIR. The record
player spins on top of the table. Fernando's mouth opens
wide. He tries to scream but can't.

DISTURBED PATIENT (OS)
Who are you?

Fernando, JUMPS BACK. To the right of him is a male patient
covered in blood. Carrying a bloody surgical hand saw in one
hand and Rachel's severed head in the other.

CLOSE UP

The blood drips off the tip of the saw as the man's hand
grips the handle tightly.

Fernando walks backwards to the wall, as the man begins to
walk slowly towards him carrying the head. Fernando holds
his hands up trembling as his back makes contact with the
wall.

78.

FERNANDO
I -- I -- I'm just a -- just a
janitor. D -- Don't hurt me
please.

With one hand gripping the hair of the head he drops the saw
and reaches in his pocket pulling out the shiny gold pocket
watch.

DISTURBED PATIENT
He said if I get him his watch...
he'd stop bothering me... Now I
can get some sleep.

He drops the head on the ground and turns back towards the
patient rooms. He leaves bloody footprints on the ground as
he walks away.

DISTURBED PATIENT
Now I can go back to sleep... So
tired... So tired.

Fernando trembles and cries as he holds his hands to his
face and slides down the wall and sits.

AMY (VO)
From the time I started working
there till the time I left... Over
63,000 people have died in Waverly
Hills... 63,000.

PRESENT DAY - FRONT PORCH

Amy looks down and shakes her head.

AMY
I owe you an apology Brian.

BRIAN
Why?

AMY
I lied when I said I didn't
believe in the ghost stories. I
lied... Because I didn't want to
offend you. Because of your Dad
dying...

AMY (CONT)
Truth is... That place is scorched
earth. The voices, the shadows,
the feeling someone is watching
you, all the time. It's all real
(MORE)

79.

AMY (cont'd)
and I'm worried for you.

BRIAN
I'll see for myself... I tell ya
what. I'll go up to the fifth
floor and say a little prayer for
Mary, if it helps... OK?

Amy gets up and walks over to him. She kisses him on the
forehead and smiles.

AMY
Say one for your father first.

Amy heads inside as Brian is left there by himself.

INT. FRONT DOOR - WAVERLY HILLS - DAY

Brian walks in with his new freshly pressed security guard
outfit on. Chris and Janet stand near the security desk that
was once the reception area, back in the day.

BRIAN
So where's the ghost hunters? I
seen their van outside.

JANET
In the office talking with PAM.
You look sharp in that thing.

BRIAN
(sarcastically)
I get that all the time. You
should see me in my Scooby Doo
pajamas.

BRIAN (continued)
Honestly guys... Have you ever
seen any ghosts here?

CHRIS
We don't know.

JANET
We're as new as you.

BRIAN
I thought you guys have been here
longer?

80.

Four people leave the office with Pam. They talk quietly
with each other, until Pam calls Brian, Chris and Janet
over.

PAM
(welcoming)
These are my security guards I've
been telling ya'll about... Brian,
Janet and Chris, this is FREDDY
O'DOYLE, SCOTT GRIFFIN, TAMMY
MATHAUS, and their fearless
leader, MIKE LAFROY.

MIKE
(humbly)
Well, fearless might be the wrong
word, experienced!

They are dressed all in black, with black shirts saying
GHOST HUNTERS ELITE. They wear black utility belts holding
standard ghost hunting devices, such as flashlights and what
not.

Tammy is Jamaican with a thick accent. She's a solid looking
woman with a skull earring in her left ear. Freddy and Scott
look like your average calculus students at Princeton. Both
are thin, the only difference is Freddy wears glasses and
Scott is a red head.

Mike, looks as hard as a coffin nail. His white hair trimmed
to a buzz cut. He looks fit, like an old uncle who could
kick your ass with one hand tied behind his back. His eyes
are a cold blue. He has a tattoo on his left forearm of an
eagle clutching a rifle and arrows.

TAMMY
So you guys babysittin' us or
what?

PAM
Like I said these guys work for me
and nobody walks around here
without a security guard.

Mike attempts to cool the tension.

MIKE
That's excellent, we're looking
forward to working with them.

81.

PAM
I'll leave you guys to get set up
and I'll talk to you three in my
office for a brief second.

INT. PAM'S OFFICE - DAY

The security guards file in and stand near the desk while
Pam squeezes into her chair. Her demeanour is confidence and
her tone is enthusiastic.

PAM
Yesterday I was talking things
over with some partners of mine
who know an investment team in
South America who are interested
in purchasing the land. They plan
to erect a set of offices here.

CHRIS
Cool, sounds great.

PAM
Let's just say myself and my
business partners will see a
significant return if this deal
goes through.

JANET
But what if those ghost hunters
find something, you know... Funny
here?

PAM
They won't because that's where
you three come in. I don't know
what kind of nonsense findings
they're going to come up with,
so... I have an offer.

She rests her hands on the chair and leans back with a grin.

PAM
I need to reassure the fickle
townspeople and these potential
investors that this is not a
haunted building and that this
land is prime real estate and a
GREAT investment.
(grins)

82.

PAM (CONT)
I will offer the three of you TWO
THOUSAND each if you play down any
findings by these ghost hunters
and come by the local newspaper
and do an interview with me on
Monday with the reporter.

JANET
Serious?

CHRIS
For real?

PAM
The new building will need
security guards as well... I
already put a good word in for you
three.
(grins)

Brian stares at the picture taken in 1947 that says R.I.P
Rachel. He notices the picture more clearly and walks over
for a closer look. Pam, Janet and Chris look at each other
in complete confusion.

PAM
What's wrong?

BRIAN
This picture... I noticed it
earlier.

Brian looks closer at the man behind the other people in the
photograph looking at Rachel and notices there's a slight
transparency about him. A row of trees can be seen in the
background and parts of those trees can be seen through him.

BRIAN
Nobody seems to notice him at all.

JANET
Why would they?... They're all in
a picture together.

Brian doesn't answer right away but looks down at the feet
and even though there are four people in the photo only
three sets of feet can be seen. The man behind seems to be
levitating off the ground.

BRIAN
I suppose you're right. Did you
know this nurse, Pam?... Rachel

83.

PAM
Umm, yes, she was my Aunt.

BRIAN
Is she still alive?

Pam pauses for a moment and answers coyly.

PAM
She passed away, in 1957... The
white plague got her... Sadly. Why
do you ask?

He turns around to the three of them just staring at him
awkwardly. Brian cuts a smile.

BRIAN
Sorry, it's just such an
interesting place. I'm fascinated
with the history and stuff. I
guess it's the adventurer in me?
It's a shame to see it get
demolished.

PAM
Yes, well... As the saying goes.
Out with the old and in with the
new.

CHRIS
A shame? Hell, bulldoze it over
and put up a strip club as long as
I get that two thousand, I could
care less.

PAM
Just keep a close eye on these
people at all times. If you see
them rig stuff or play around with
the editing on their camcorders,
you make a note of it.

CHRIS
Yeah, no problem.

JANET
I can't believe our luck.

PAM
Does that deal sound good to you
Brian?

Pam gives him a worried look.

84.

BRIAN
Like I said before... You can
count on me.

PAM
I'm off to Dallas to meet with the
investors and will be back
Saturday afternoon to some good
news hopefully.

She reaches in her desk drawer and pulls out a set of keys.

PAM
I'll give you the spare set,
Brian. Make sure the tunnel in the
rear is locked after your shift is
over and lock the front door. The
day shift security team will open
up at 7am Saturday.

BRIAN
No problem.

            PAM
I won't bother to say good luck
because we know this whole thing
is--
      (whispers)
Fucking nonsense.
      (laughs)

Chris and Janet chip in with fake laughs. Brian remains
impassive.

INT. FIRST FLOOR HALLWAY - NIGHT

The sky outside is black and the rain begins to come down
heavily. The team have already begun turning the reception
desk into a makeshift command centre with TV monitors and a
camera on a tripod pointed down the hall.

PAM
You people sure don't mess around
do you?

MIKE
The sooner we get set up the
better. Is it OK if we put up some
E.V.P microphones here on the
first floor?

85.

PAM
What's that?

TAMMY
Electronic Voice Phenomenon. It's
a highly sensitive microphone. It
can pick up voices in the air--

PAM
(uninterested)
Do what you like.

MIKE
We'll staple the wire along the
ground.

Pam grabs her umbrella from behind the reception. She
purposefully opens it up indoors and grins. Tammy looks
particularly annoyed.

TAMMY
Why ya do dat Miss Sutton?

PAM
Because... I don't believe in
superstition.

She walks out of the sanatorium leaving everyone in a state
of flux.

TAMMY
Dat woman is a bold one.

SCOTT
Let it go.

Tammy grabs the bundle of wire.

MIKE
We're going to set up the EVP
audio tape in the morgue.

Tammy takes her gear and walks down to the end of the hall
to the morgue. Mike turns to the security guards like a kid
in a candy store.

MIKE
Anybody want to hear some EVP
recordings?

Freddy stands by the reception desk and throws his hand up,
like a fifth grader who knows the answer to an easy
question.

86.

SCOTT
I'll have them listen to the
Offley castle one.

MIKE
Excellent, we went to county
Offley in Ireland to a haunted
castle. We set up an EVP recording
in a bedroom that had lots of EMF
readings.

CHRIS
EMF?

FREDDY
Electromagnetic field detector. It
reads the electromagnetic field
off of people... And the dead.

Mike pulls out of his bag a handheld square box with a
frequency gauge and a needle. He turns it on and waves it
over the group as the needle swings to the right reading a
maximum field reading.

MIKE
Right now it's going nuts because
it's reading our natural
Electromagnetic waves.

He points it up and away and the needle resides back to its
starting position.

MIKE
This thing only reads what's in
front of it and I've been in
places by myself with NO
electrical interferences such as
loose wires or power surges and
this thing has gone off BIG TIME,
indicating a paranormal entity.

SCOTT
Here is that EVP... The background
sounds have been filtered out so
you get mostly the voice.

Scott hits the play button. A large amount of static is
heard. Everyone leans in close.

EVP
(crackled)
... Leave us alone.... Leave
now...

87.

SCOTT
NOBODY, was in that room when we
recorded that. INTENSE!

Scott pops out the cassette and puts another one in.

SCOTT
This one was taken in a place
called Amityville near New York.
Some guy killed five of his family
members with a shotgun while they
slept. We recorded this in the
parents' room.

Everyone is silent listening to the tape recording.

EVP
... They're here again... Get
out...

MIKE
We hope to capture some EVP here
tonight as well. If we do and you
guys are here to witness it, it'll
just add to the proof that ghosts
DO exist.

BRIAN
Well, it's gonna take more than
some muffled voices to convince me
ghosts roam these halls.

MIKE
I have a theory, Brian, that
ghosts, just like people, give off
a heat signature. Stand behind
Scott and look at the monitor.

Mike stands in front of the camera halfway down the hall. He
waves his hands from side to side. Brian looks and sees a
yellow and orange figure in the shape of Mike standing in a
green hallway.

MIKE
Pretty neat isn't it? I picked
this technology up in the military
after I served twenty-five years
in the Navy. I'm the only civilian
walking around with this right
now.

Brian sees a small black circular object roll down the hall
and stop beside Mike's feet.

88.

SCOTT
Mike! Look down to your right
foot.

MIKE (POV)
It's a leather ball.

He looks behind him to the end of the hall but sees nothing.

MIKE
Anything on that monitor other
than me?

Scott rewinds and plays it back slowly.

SCOTT
No, just you. The ball comes into
focus all of a sudden. It just
rolls by your feet and stops.

Mike jogs over and looks at the monitor for himself.

MIKE
The ball just emerges as I stand
there with my arms out.

FREDDY
Weird.

Everyone takes a peek, seeing the ball come into focus again
and again.

EXT. FRONT OF WAVERLY - END OF ROAD - NIGHT

The sanatorium sits high above Jefferson County. The last
bit of sunlight struggles to shine through the dark clouds.
A shadowy figure steps out into view and begins to walk
slowly up the dirt road.

INT. FIRST FLOOR - NIGHT

MIKE
OK, everyone here gather around.

The people huddle together as Scott sits at his station
looking at Mike for direction and leadership.

MIKE
Chris, Janet and Brian are here to
guide us through the sanatorium
and--

89.

BRIAN
I've never been through the entire
place yet... Just the first two
floors.

FREDDY
WHAT?

MIKE
Alright , alright, ease up,
Freddy. I'll take you through the
fifth floor and we'll do some
readings, OK?

BRIAN
Sure.

MIKE
Listen up guys! We're here as
guests, this is THEIR home and we
need to respect it. If you take
something... Put it back where you
found it. If you move something...
Move it back where you found it.
Understood?

Everyone acknowledges in unison.

TAMMY
Any ghost touch something of mine
day betta put it right back, Mon.

MIKE
On a side note, nobody mess with
Tammy.

Everyone cuts the tension with a round of laughter. It dies
down quickly as Mike's face washes away from being funny to
serious.

MIKE
Above all... Be careful, we don't
know what kind of energy rests
here... OK, Tammy and Chris, you
will patrol the second floor.
Freddy and Janet you take the
third and myself and Brian will
take readings up on the fourth and
fifth floors.

90.

SCOTT
I'm OK people don't worry about
me. I'll just do my little thing
down here on the--

MIKE
AND OF COURSE...
(laughs)
We can't forget Scott who will
monitor the heat signature and
video tape the halls.

SCOTT
Thank-you, thank-you.

MIKE
Let's go and find what we came
here to find.

Chris leans into Janet's ear.

CHRIS
(whispers)
Hopefully not.

INT. FOURTH FLOOR - NIGHT

The flashlight beam emerges down the hall as Brian and Mike
come from around the corner. They stop at the far end of the
floor and radio in to the other team members. The floor is
dimly lit from the moonlight and the wind blows through the
sanatorium, whistling and humming.

Mike gets on the walkie-talkie.

MIKE
OK, guys, this is it. I want EMP
readings done and also if anyone
could try to get an EVP recording
of a ghost that would be awesome.
Let me know if you're in position
people.

The radio crackles as Mike takes his hand off the speaker.
They all report back in confirmation.

MIKE
Good, guys, we'll meet back down
on the first floor in two at 21:00
hours. Nobody take the lift, I
don't want anyone getting stuck.
You need to get from floor to
(MORE)

91.

MIKE (cont'd)
floor? Use the stairs.

Confirmations echo back to Mike as he clips his radio to his
belt and takes out the EMP meter. Brian keeps the light
steady down the hall, while Mike begins to walk forward
holding the device out. It makes a low static crackling
sound.

MIKE
(low whisper)
Keep the light centred down the
hall and on the way back we will
check the rooms individually.

BRIAN
(whispers)
How did you get involved with this
type of work?

MIKE
I grew up on a farm that was
haunted and after my service in
the Navy I decided to explore,
unexplained paranormal activity.

BRIAN
Cool... Do you like it?

MIKE
Let's keep the conversation down
to a minimum while we do the EMP
and EVP searches, OK?

Brian cuts him a look.

BRIAN
Yeah, whatever.

Mike stops dead and turns around.

MIKE
Kid, I ain't tryin to be rude
here. I just need us to be silent
so we can hear the recordings.

BRIAN
You're really into this aren't
you? Do you really believe in
ghosts?... Get real.

MIKE
Yes.

92.

BRIAN
There's no such thing as God or
spirits. We're ALL alone in this
world and no matter how much we
wanna try to believe. When you're
dead...
(Eyes widen)
You're dead.

MIKE
Easy... It's OK to be a bit
scared.

Brian steps in front of Mike and steps backwards.

BRIAN
I'm not scared of this place,
scared of what? it's just an old
rickety hospital, WATCH.

Brian speed walks down towards the end of the hallway.

MIKE
(loud whisper)
Hold it.

Brian ignores him as he becomes faint and out of focus.
Brian makes it to the end of the hall and looks back
standing sideways, he shuts off his flashlight while Mike
slowly points the EMP meter in front of him.

MIKE
Get back here, kid.

Mike can see the faint silhouette of Brian walking back with
his arms out in a very slow and methodical, cocky manner.
But he isn't alone as Three shadows can be seen following
him from behind.

The meter goes crazy as Brian stops dead, turns on his light
and sweeps it behind him to reveal NOTHING.

BRIAN
What were you looking at?

Mike pulls out his tape recorder while holding it up to the
air. Brian walks back to Mike and stands behind him peering
down the end of the hall.

CLOSE UP

93.

The spools on the tape recorder circles round and round.

Mike's finger hits the stop button.

MIKE
Do you feel that Brian?

BRIAN
Yeah... It feels cold... I'm cold.

MIKE
That's DEATH, Brian... That's
death.

CLOSE UP

Mikes breath is an icy cold blue. He hits the play button
and the spools begin to move again.

Static fills the air until...

MYSTERIOUS VOICE
You will pay... Leave us... or you
will pay.

Mike hits the stop and turns to Brian.

MIKE
That's what happens when you don't
respect them.

Mike grips Brian's lapel and pushes him against the wall.

MIKE
This is what happens when you
don't respect me.

BRIAN
(timidly)
Sorry, I'm sorry.

MIKE
Don't be sorry, just don't put me
in that position again and keep
behind me.

The meter's needle dies down and the hall is completely
quiet.

MIKE
Let's go.

94.

INT. SECOND FLOOR - NIGHT

Chris emerges from one of the rooms, blasting his light down
the hall. Tammy follows behind but is engrossed in the
readings.

TAMMY
Getting nuttin' now.

THE LIFT BEGINS TO RISE UP.

MIKE (VO)
(on radio)
I heard the lift move... I told
you guys to use the stairs.

TAMMY
(gets on radio)
Twasn't me, boss. We right down
here on da second floor.

FREDDY (VO)
We're in the Treatment room on the
third floor.

SCOTT (VO)
It rose from the first floor...
Checking footage for any activity.

The elevator stops on the second floor with a loud bang.

TAMMY
It's on da second floor, checking
it out, stand by.

CHRIS
Can we just say we checked it
out?... I won't say anything.

Tammy looks at him like an axe murderer who was just told to
screw off.

TAMMY
No, Chris... I tink we're a long
way from da land of make balieve.

The lift is fifty feet away and the wind has picked up,
making the gate rattle. They creep their way towards it,
trying to peer into the lift.

CHILDREN'S LAUGHTER CAN BE HEARD BEHIND THEM. Chris and
Tammy turn sharply to see but their light reveals nothing.

95.

The lift heads back down as Chris looks around and inside
the lift. HE SEES A MAN IN A LAB COAT FACING THE WALL.

CHRIS
I saw a guy in a coat, like a
doctor's coat.

TAMMY
(on the radio)
Scott... Go down the hall dares a
man in the lift in a lab coat.

INT. FIRST FLOOR - NIGHT

SCOTT
(on the radio)
Got it, gonna check it out.

Scott grabs his light and begins to walk down past the video
camera. The lift, again comes to a jerking STOP. He shines
his light over the rooms beside him and keeping himself to
the left.

SUPER 8:02PM - 22/08/1981 - REC

Scott's yellow heat signature can be seen through the
camera. The hallway is a tree moss green and the absence of
light and heat is black.

SCOTT (POV)
(on the radio)
Nothing has come out yet...
Looking in the lift now.

MIKE (VO)
Let us know as soon as you see
something.

SCOTT
If you hear an earth shattering
scream... That's me seeing
something.

Scott looks in. A black cat hisses at him. He LEAPS back,
Gripping the trigger for the radio and grinds his teeth.

SCOTT
It's a CAT guys... A fucking cat.

MIKE (VO)
Got it... Over and out.

96.

TAMMY (VO)
Chris swears on da bible. He saw a
mon in a white coat.

Scott, lifts up the gate and the cat scurries away and down
the hall.

SCOTT
Yeah... Well, it was a cat. Maybe
he needs to get his eyes tested?

Scott aggressively releases the speaker button and is
visibly shaken.

SCOTT
(to himself)
Man in a coat... Friggin' idiot.

Scott begins to turn as Mike comes back on the radio.

MIKE (VO)
Scott... Go to the thermal camera
and check the tape.

SCOTT
It's freezing down here man...
You're not gonna find anything.

MIKE (VO)
I wasn't asking you, Scott...
Check it.

Scott shakes his head and clicks the stop button. He rewinds
it for a second.

CLOSE UP

His finger pushes play.

His left eye squints and closes as he peers through the
lens.

SUPER 8:05PM - 22/08/1981 - REC

The hall is green and quiet for several moments. Scott's
yellow and red heat signature walks into the frame as he
quietly creeps through the hallway.

He stops and jumps back once he gets to the lift. His voice
can be heard As another person emerges from the lift and
walks through the wall behind Scott.

97.

SCOTT (OS)
SHIT, GUYS! GET DOWN HERE I GOT
SOMETHING... SHIT, SHIT, SHIT!

MIKE (VO)
On our way... Everyone down to the
first floor NOW!

Scott steps back and looks at the hallway. Nothing there:
just emptiness and darkness. His breath is frosty. He inches
his finger down towards the record button and presses it. He
looks through the lens and can see nothing. The hallway is
empty. He hears crumbling behind him. Now scratching and
grinding.

CLOSE UP

His eyes are narrow as he trembles and sweats. The
scratching is loud and frantic he begins to turn around.
Letters are carved into the wall, GET OUT!

He walks up to them and touches the hollow concrete of the
letters. A HAND GRABS HIM!. He turns with hands up, it's
Mike. Tammy, Freddy, Chris and Janet follow soon after.

Mike walks up and touches the wall.

MIKE
(looks to Scott)
You didn't do this?

Scott shakes his head and points to the camera but does not
look in that direction. He stares blankly at the wall with
both hands on his head scrunching up his hair like a man
ready to lose his mind.

Mike and the gang are behind Scott looking through the lens
in shock and awe. Scott turns around to Mike.

SCOTT
We need to get out of here, Mike.
We need to leave.

MIKE
(giddy)
You know what this means?... REAL
GHOSTS, captured on tape. We're
going to be rich, Scott,... RICH!

SCOTT
We need to get out of here.

Mike walks over and shakes him gently by the shoulders.

98.

MIKE
Let's just stay the night and see
what else we can find. Come on! I
need you to snap out of it, buddy.
You know what this means?

Scott turns his head and stares down the hallway. Mike looks
as well. The others slowly look up from the camera and
stare. They all begin to take a step back. A thick shadow
rises up from the ground. It begins to fill the hallway as
screams and tortured cries can be heard throughout.

The thick black shadow engulfs half the hallway. Lights
flicker and pop into a shower of sparks, revealing several
shadow people walking towards them. The darkness sweeps
closer. The lights in the hallway flicker and more and more
shadow phantoms walk down the hall.

FREDDY
... GET OUT! COME ON!

MIKE
Leave the equipment.

CHRIS
Get out! Get out of my way!

In unison they all sprint towards the exit.

EXT. WAVERLY HILLS - PARKING LOT - NIGHT

They head towards the van. The shadow people stand by the
door and look out. Eyeless phantoms with awful moans and
tortured cries look out as the lights flicker on and off
till they flicker no more.

MIKE
CAN YOU BELIEVE IT?

FREDDY
Intense... Who were those people?

TAMMY
What kind of a bum-ba-clot, are
ya? Who do ya tink it was? Da
ghosts of Waverly Hills. Dis place
is not haunted, mon. It tiz
DAMNED.

CHRIS
Not going in there again... NEVER.

99.

MIKE
Calm down everyone--

CHRIS
DON'T TELL ME WHAT TO DO, MAN. DID
YOU SEE THAT? DID YOU SEE WHAT WAS
IN THERE?

SCOTT
Be calm.

CHRIS
SHUT UP!

JANET
How about YOU shut up, Chris...
Has any of you seen Brian?

MIKE
He was right behind me when we
raced down the steps to the first
floor.