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GEPPETTO
by Curtis James Coffey (de_cafe6914@yahoo.com)

Rated: R   Genre: Science Fiction/Fantasy   User Review: ***1/2
A dark and twisted version of the classic Italian story, Pinocchio. Concept by Christopher Darden.


This screenplay is copyrighted to its author. All rights reserved. This screenplay may not be used or reproduced without the express written permission of the author.



FADE IN:

INT. ORPHANAGE - DAY
                                                            
In a quiet orphanage, sitting alone in the common room in
front of a large window, is LITTLE GEPPETTO.

He sits there, sketching something on a piece of paper.

He pauses what he's doing and looks out the window.

Outside, in the distance, is a large hill. On top of the
hill is a big oak tree.

Little Geppetto stares at the tree for a moment and then
sets back to work on his drawing.

SISTER MARIA enters the room and walks over to him.
                                                            
                       SISTER MARIA
It's a lovely day, Geppetto. The
other children are outside
playing. Why are you by yourself
up here?
                                                            
                       LITTLE GEPPETTO
The other kids don't like me, and
I don't like them.
                                                            
                       SISTER MARIA
Come now, I'm sure that's not
true. What are you drawing?
                                                            
Little Geppetto hands Sister Maria the drawing.

On it is a crude and creepy picture of a mannequin.

Sister Maria is slightly startled by this picture, but she
forces a smile anyway.
                                                            
                       SISTER MARIA
You've quite the imagination,
Geppetto. No doubt you'll do great
things with it when you get older.
Come now, enough seclusion. Let's
go outside.
                                                            
                       LITTLE GEPPETTO
Will I ever be part of a family?
                                                            

2.

                       SISTER MARIA
Of course, Geppetto. And one day
you'll grow up and have a family
all of your own. You'll be a happy
man. I promise you.
                                                            
Little Geppetto jumps up and Sister Maria walks with him out
of the room, her hand touching his head.
                                                            
 
EXT. COUNTRYSIDE HILL - DAY
                                                            
On a dim, overcast day, GEPPETTO, all grown up, slowly
trudges up a large hill, an axe in his hand.

The grass on the hill has started to die, due to change of
weather. On the top of the hill is a large oak tree. Most of
the leaves have died and fallen off, but scattered patches
of brown and yellow leaves still remain.

A swing hanging down from the branches slightly sways in the
breeze.

Geppetto stands in front of the tree and looks up at it,
grief in his eyes, bloodshot from crying.
                                                            
Tears stream down Geppetto's face and he reaches out to
touch the trunk of the tree.

His hand glides over initials carved into the tree and he
rests his fingers there.

The faint sound of a heart slowly begins beating
rhythmically.

He openly sobs.
                                                            
Geppetto digs his nails into the bark of the tree, clawing
until a couple of them rip off.

He grips both hands onto his axe, squeezing tight, breathing
heavily.

The sound of the heartbeat begins to ring out louder and
faster.
                                                            
                       GEPPETTO
No!
                                                            
Geppetto swings his axe into the trunk of the tree.

As the blunt blade connects with the trunk and hacks into
it, a scream rings out.

3.


Geppetto pays no mind and rips the axe out, quickly swinging
it in again.

WHACK!

One more whack and blood spurts out of the tree, spraying
Geppetto in the face.

Mad with grief, he ignores it and delivers another whack.

The tree trunk bleeds more and more with each strike.
                                                            
 
EXT. COUNTRYSIDE HILL - 15 YEARS PRIOR - DAY
                                                            
Same place. A different time. A faded memory. It's Spring
and the hill is bright and vibrant with life.

A YOUNGER GEPPETTO sits on a sheet under the tree. His love,
THERESA(beautiful, silky hair, bright, full lips, beauty
mark, bright eyes), sits beside him. She's wearing a blue
dress.

They're having a picnic, eating, laughing, drinking wine.
It's a happy time.

Theresa jumps up and runs to the swing.
                                                            
                       THERESA
Push me!
                                                            
Younger Geppetto gets up and begins to push her on the
swing. She laughs with glee.

As she swings, Younger Geppetto takes out a wood carving
tool and approaches the tree trunk, beginning to carve
initials into it.

Theresa stops swinging and stands beside him, her hand
touching his. They look at each other.
                                                            
                       THERESA
Here, let me.
                                                            
She gently guides his hand and finishes the carving.

They look into each others eyes.
                                                            
                       THERESA
This tree will be here always,
long after we are gone. Our love
will be a part of it now. Forever.
                                                            

4.

EXT.COUNTRYSIDE HILL - 10 YEARS PRIOR - DAY
                                                            
Geppetto and Theresa stand under the tree, dressed to be
married.

A PRIEST stands in between them, a Bible in his hand. The
two are holding hands, looking at each other, smiling.

They look to the Priest, who smiles and opens up the
Bible to begin the ceremony.
                                                            
 
INT. GEPPETTO'S HOUSE - ONE YEAR PRIOR - NIGHT
                                                            
Geppetto paces around, biting his nails.

Behind the closed bedroom door, Theresa screams and cries.

Suddenly, all goes quiet and Geppetto looks to the bedroom
door, listening. Waiting.

The door slowly opens and the DOCTOR steps out, covered in
blood.

He looks at Geppetto, remorse in his eyes. He shakes his
head.
                                                            
                       DOCTOR
I'm sorry. There was nothing more
we could do.
                                                            
Geppetto looks at the Doctor in disbelief.
                                                            
                       GEPPETTO
No.
                                                            
Geppetto pushes his way past the Doctor, entering the
bedroom.
                                                            
INT. BEDROOM
                                                            
A recently pregnant Theresa lays on the bed, still, pale,
devoid of life. Her eyes open, seeing nothing.

The white sheets are stained with the red of blood.

The NURSE covers something up in a bloody sheet.

A tiny, bloody hand briefly drapes out before it is quickly
covered again.

She looks at Geppetto, who just stands there, horrified.
                                                            

5.

                       NURSE
I'm so sorry, Geppetto.
                                                            
Geppetto backs into the corner of the room, not once taking
his eyes off of the horror in front of him.

He slowly slinks down, balling himself up.
                                                            
 
EXT. COUNTRYSIDE HILL - PRESENT - DAY
                                                            
With one final, mighty whack with the axe, the tree
sways and falls over.

Geppetto drops the axe and falls to his knees, screaming and
crying in grief.

But the sound of the heartbeat doesn't stop. It keeps even
pace with Geppetto's cries.
                                                            
 
INT. CLOCK FACTORY - DAY
                                                            
The factory OWNER stands on a balcony overlooking his
factory.

Many workers scurry about their business below to meet his
ridiculous demands.
                                                            
                       OWNER
Let's pick up the pace, gentlemen.
We haven't got all day. Move
faster!
                                                            
Down on the ground floor, ANTONIO(mid to late 50's, silver
hair, scruffy facial whiskers) scrambles to install some
gears into a clock.

The factory doors open and Geppetto slowly slinks inside and
goes to his work station.

Antonio looks at the weary, grief-stricken Geppetto.
                                                            
                       ANTONIO
Are you feeling all right,
Gepetto? You look ill.
                                                            
Geppetto looks blankly at Antonio, shrugs, picks up his
tools, and begins to work carving out the base for a clock.
                                                            

6.

                       ANTONIO
You better hope the boss didn't
see you come in late. Where have
you been all morning?
                                                            
                       GEPPETTO
There was something I needed to
do.
                                                            
                       ANTONIO
I hope whatever it was, it was
important enough for the lecture
you're sure to receive.
                                                            
The Owner looks down at Antonio and Geppetto, not looking
pleased.
                                                            
                       OWNER
Antonio, stop talking and get back
to work!
                                                            
                       ANTONIO
Yes, sir!
                                                            
Antonio busies himself again.
                                                            
                       ANTONIO
We'll talk later.
                                                            
Geppetto ignores Antonio.

The Owner steps away from the balcony and heads for the
stairs.

Once he reaches the ground floor, he goes straight to
Geppetto.
                                                            
                       OWNER
Would you mind explaining to me
why you feel that you're special,
Geppetto?
                                                            
Geppetto doesn't take his eyes off of his work.
                                                            
                       GEPPETTO
I don't.
                                                            
                       OWNER
Is that so? Then tell me, why is
it you feel that you're entitled
to come in whenever you want?
Everyone else makes sure they're
here at dawn.
                                                            

7.

Geppetto doesn't say anything. He just keeps right on
working.

Antonio looks over at him, concern on his face.
                                                            
                       ANTONIO
I think he is ill this morning,
sir.
                                                            
The Owner turns his attention to Antonio.
                                                            
                       OWNER
Am I speaking to you, Antonio?
                                                            
Antonio looks down at the ground.
                                                            
                       ANTONIO
No, sir.
                                                            
                       OWNER
Then close your mouth and keep
working. This does not concern
you.
                                                            
                       ANTONIO
Yes, sir. Sorry, sir.
                                                            
Antonio begins adjusting some gears.

The Owner looks back at Geppetto again.
                                                            
                       OWNER
What's your explanation?
                                                            
                       GEPPETTO
I have none. It won't happen
again.
                                                            
                       OWNER
Look at me when I am speaking to
you.
                                                            
Geppetto doesn't look up, he just keeps right on working.
                                                            
                       GEPPETTO
I'm busy.
                                                            
The Owner's eyes open wide in shock.
                                                            
                       OWNER
Excuse me? You are what? What did
you just say to me?
                                                            

8.

                       GEPPETTO
You heard me.
                                                            
Geppetto carves more feverishly.
                                                            
                       OWNER
I don't know who you think you
are, talking to me like that,
paesan -
                                                            
Geppetto suddenly stabs his carving tool into the clock
base, lifts it up, and slams it onto the floor, shattering
it.

He stands up and looks at the Owner.
                                                            
                       GEPPETTO
And who are you?! A man, the same
as I.
                                                            
                       OWNER
You are out of line!
                                                            
                       GEPPETTO
I'm out of line? I believe it is
you that is out of line! Talking
to people like that? What makes
you so special? Money? What is
money, but a waste? It grants no
happiness. It brings no
satisfaction. You can hold it, but
it doesn't hold you back. It's
interchangable, meaning nothing!
Now love, that is something of
value! We are absolutely nothing
without that. Something you have
never experienced, nor will you,
and for that, I pity you.
                                                            
                       OWNER
Get out of my factory. You're
fired!
                                                            
                       GEPPETTO
Without us, your factory would
crumble. Your business is
worthless without men like us.
Cazzata!
                                                            
Geppetto spits at the Owner's feet.

Anger swells on the Owner's face and he turns a bright red.


9.

Antonio rushes over to Geppetto, placing his hand on his
shoulder.
                                                            
                       ANTONIO
Relax, my friend. Just go home.
                                                            
Geppetto pushes Antonio away and gets right in the Owner's
face.
                                                            
                       GEPPETTO
Figlio di puttana.
                                                            
Gepetto shoves past the Owner, flips over a workbench, and
slams a completed clock onto the floor before storming out
of the building.
                                                            
                       OWNER
      (calling after him)
I'm getting the police! You are
paying for everything you have
destroyed!
                                                            
Antonio and the other workers stand there in disbelief.

The Owner looks around at them, furious.
                                                            
                       OWNER
What are you staring at? This
isn't a break! Get to work! Now!
                                                            
The Owner storms up the stairs to his office, slamming the
door.
                                                            
 
INT. GEPPETTO'S WORKSHOP - DAY
                                                            
Geppetto sits at his workbench in his workshop, guzzling gin
by the tin full.

His eyes are open, he's staring off, his mind elsewhere.

All around him hang various partially created children's
toys, drawings, and tools. Chunks of wood and bits of string
and paints are everywhere.

A thin layer of dust clings to everything.
                                                            
FLASHBACK - ONE YEAR PRIOR
                                                            
Geppetto sits in his tidy workshop, quietly carving out a
piece of wood. He is at peace, and happy with what he is
doing.


10.

A pregnant Theresa enters the workshop and wraps her arms
around the working Geppetto.
                                                            
                       THERESA
What are you working on?
                                                            
Geppetto looks up at her and smiles.
                                                            
                       GEPPETTO
Toys for the baby.
                                                            
Geppetto places his hands on Theresa's belly, and then
places his ear to it.
                                                            
                       GEPPETTO
Can you hear me in there, my son?
I can't wait for you to come out
of there. I have so much in store
for you.
                                                            
Theresa looks around at the toys, smiling.
                                                            
                       THERESA
I'm so happy you've finally found
something that brings you total
happiness. I can hardly pull you
from this workshop anymore.
                                                            
                       GEPPETTO
You bring me total happiness all
on your own. This is
just...inspiration. Maybe I can
finally leave the factory.
                                                            
END FLASHBACK - PRESENT
                                                            
Geppetto finishes another tin of gin, grimacing.

He goes to pour himself another glass. Empty.

He stands up and turns around to leave the workshop to get
more gin.

Drunk, he stumbles into one of the dangling partially
completed puppets.

He grabs onto it to regain his balance, yanking it off the
strings.

He stares at the partially molded shape.
                                                            
                       PINOCCHIO (O.S.)
Papa.
                                                            

11.

Geppetto drops the toy and it splinters on the ground.
                                                            
                       THERESA (O.S.)
This tree will be here always,
long after we are gone. Our love
will be a part of it now. Forever.
                                                            
Geppetto stumbles to the door of his workshop, picking up
the axe on the way.
                                                            
 
EXT. COUNTRYSIDE HILL - DAY
                                                            
The day has gotten grayer and the fallen tree lays on the
top of the hill, a mere shadow of its former glory.

Geppetto walks up the hill, axe in one hand, rope in the
other.

He stands over the tree, the sound of a heartbeat slowly
becoming audible.

He brings his axe high into the air, and the heartbeat grows
louder and faster.
                                                            
                       PINOCCHIO (V.O.)
Papa!
                                                            
WHACK!

Geppetto brings the axe down and continues hacking into the
trunk.

Once finished, he wraps the rope tightly around the large
piece and begins dragging it down the hill.
                                                            
 
INT. GEPPETTO'S HOUSE - NIGHT
                                                            
Geppetto sits in front of a small fire, its flames creating
the only light in the entire home.

There is a knock on the door and Geppetto gets up and
answers it.

Antonio stands in the doorway, concern on his face.
                                                            
                       ANTONIO
Good evening, Geppetto.
                                                            
Geppetto nods.
                                                            

12.

                       GEPPETTO
Antonio. It's late. What brings
you over here?
                                                            
                       ANTONIO
Are you going to invite me in, or
make me stand out here in the cold
all night?
                                                            
Geppetto steps out of the way.
                                                            
                       GEPPETTO
Please.
                                                            
Antonio steps inside the house and Geppetto closes the door
behind him.
                                                            
                       ANTONIO
Thank you, my friend.
                                                            
Geppetto goes back to his chair beside the fire and sits
back down.

Antonio sits down across from him.
                                                            
                       ANTONIO
I'm concerned about you, Geppetto.
                                                            
                       GEPPETTO
Everything is fine.
                                                            
                       ANTONIO
No, it's not. Everything hasn't
been fine since...well, you're not
the same, old friend. And after
what happened today -
                                                            
                       GEPPETTO
I appreciate your concern, but I
don't need it. I am well.
                                                            
                       ANTONIO
I just don't want you to lose it.
I would hate for them to throw you
in the crazy house because you've
given up.
                                                            
Geppetto stands up and heads for the door.
                                                            
                       GEPPETTO
It's late, Antonio. Thank you for
coming by.
                                                            

13.

Antonio sighs and heads for the door.

He shakes Ghetto's hand and looks into his hollow eyes.
                                                            
                       ANTONIO
I'm here for you, my friend. If
there is ever anything I can do,
please, don't hesitate. I know it
still hurts. She was something
very special.
                                                            
                       GEPPETTO
Thank you, but I'm fine.
                                                            
                       ANTONIO
Goodnight.
                                                            
Antonio walks out of the house and Geppetto closes the door.

He stands there a moment, staring at nothing.
                                                            
                       GEPPETTO
Everything is fine.
                                                            
 
EXT. COUNTRYSIDE HILL - DREAM - NIGHT
                                                            
Geppetto makes his way up the hill.

Lightning strikes. The wind howls. Thunder rumbles. It does
not rain.

The tree stands at the top of the hill. It's a black,
twisted version of its former self.

INT. UNDERGROUND

Underneath the tree, deep beneath the Earth, the tree's
roots live, twisted and contorted, forming the shape of a
heart. A heart which starts to beat.

EXT. COUNTRYSIDE HILL

A sound of a beating heart blasts over the howl of the wind.

At the base of the tree, standing among the twisted mass of
ground roots are all of Geppetto's failed TOY CREATIONS.
They too are warped and twisted.

Geppetto stands at the base of the tree, watching them in
horror.
                                                            

14.

                       TOY
Come see, father!
                                                            
The Toys reach into the mass of roots, clawing and digging
into them.

The beating heart becomes louder and louder and faster and
faster.

As the Toys dig deeper, crickets come pouring out of the
mass of roots as if like a fountain of blood.

The Toys reach in, latch on to something, and begin pulling.

Geppetto stands there, paralyzed by fear.

The Toys pull and pull, and soon, the crickets do turn into
blood.

The sound of the beating heart becomes deafening for
Geppetto, so much so that he has to cover his ears.

Finally, a strange, twisted wooden hand comes out of the
roots, the other Toys pulling harder and harder.

The hand is followed by a wrist joint, then an arm, until
finally, the Toys pull out the entire body of that puppet
Geppetto was holding in the forest.

PINOCCHIO.

All becomes silent and Pinocchio stands there, staring at
Geppetto, covered in blood.

It raises its hand, offering it to Gepetto.

Geppetto takes a step forward, slowly reaches out, and takes
his hand.

As soon as he does, Pinocchio screams.
                                                            
 
INT. GEPPETTO'S HOUSE, BEDROOM - NIGHT
                                                            
Geppetto awakens with a start, briefly crying out. He's
covered with sweat and breathing heavily.

A dream.

He lays there a moment, thinking, collecting himself, until
he climbs out of bed and heads for the door.
                                                            
 

15.

EXT. GEPPETTO'S WORKSHOP - NIGHT
                                                            
Outside Geppetto's workshop, the window is illuminated by a
lamp from somewhere in the shop.

WHACK!

The sound of wood being chopped rings out.
                                                            
 
INT. GEPPETTO'S WORKSHOP - NIGHT
                                                            
Geppetto sets down the axe, having finished cutting the wood
into pieces.
                                                            
He huddles over his workbench, sketching on a piece of
paper, an oil lamp burning brightly beside him.

Frustrated, he crumples the paper up and tosses it behind
him.

He sketches some more.

All around his workbench and on the floor are sketches and
various designs. He's been working on this for hours.

And so he sits, completely focused, sketching, drawing,
shading, until, satisfaction spreads across his face.

He sets the pencil down, and holds up the sketch, examining
it.
                                                            
                       GEPPETTO
Perfection.
                                                            
Geppetto gets up from the bench and opens up a tool crate.

He paws through it, going over his various tools. He slams
it shut, annoyed.

He ponders a moment. Ah! An idea.

He heads for the door, opens it, and leaves, shutting the
door behind him.
                                                            
 
EXT. CLOCK FACTORY - NIGHT
                                                            
Geppetto makes his way up to the clock factory door and tugs
on it. Locked.

He looks around a moment. The area is clear. The town is
asleep. No witnesses.

16.


Geppetto makes his way to the side of the building, picks up
a rock, and shatters the window.

Somewhere in the distance, a dog barks briefly, startling
Geppetto.

He ducks down and looks to and fro. Still nothing. The night
is still. The area empty.

With one last quick look, he jumps through the broken
window, into the factory.
                                                            
 
INT. CLOCK FACTORY - NIGHT
                                                            
Inside, the factory is pitch-black.

Rats can be heard scurrying about in the shadows.

Geppetto feels his way around to a table, finding a lamp. He
lights it, creating some light in the dark factory.

He takes a burlap sack out of his pocket, and makes his way
through the factory, picking up the various parts he needs
for his design. Gears, springs, bolts, the works.

Once he finishes, he heads back to the broken window, dims
the oil lamp, and jumps back outside.
                                                            
 
INT. GEPPETTO'S WORKSHOP - NIGHT
                                                            
Geppetto sits at his work bench, setting on to work on his
master design. His ultimate creation.

He measures. He carves. He chisels. He works endlessly,
tirelessly.

There's determination in his eyes, and something else.
Something unsettling.

The hours fall away and Geppetto does not falter. He does
not waiver. He works, with no intention to stop until he is
finished.

An orange CAT jumps onto the workbench, meowing. Hungry.

Geppetto pushes the cat off of the workbench, without so
much as a second glance.
                                                            
                       GEPPETTO
Not now, Tabby.
                                                            
 

17.

EXT. GEPPETTO'S HOUSE - DAY
                                                            
Outside, the sun has started to make its appearance on the
horizon.

Antonio knocks on Geppetto's front door and waits. No
response.

He knocks again. Still nothing.

Antonio looks inside the window and then makes his way
around the back to the workshop.
                                                            
EXT. GEPPETTO'S WORKSHOP
                                                            
Antonio knocks on the door. Still, there is no response.

Irritated, he looks through the workshop window.

Geppetto is huddled over his workbench, carving something.

Antonio opens the workshop door and steps inside.
                                                            
 
INT. GEPPETTO'S WORKSHOP - DAY
                                                            
Antonio enters, shutting the door behind him.
                                                            
                       ANTONIO
I hope you don't mind, the door
was open.
                                                            
The sound of Antonio's voice startles Geppetto and he turns
around to face him with a start.
                                                            
                       GEPPETTO
Antonio. What are you doing in
here?
                                                            
                       ANTONIO
Well, I came by your house, but
you weren't there, obviously. I
thought I'd check back here. What
are you working on?
                                                            
Geppetto shrugs.
                                                            
                       GEPPETTO
Nothing.
                                                            
Antonio nods.
                                                            

18.

                       ANTONIO
All right, you don't have to tell
me. You can keep it a surprise.
                                                            
                       GEPPETTO
There is no surprise, I am not
working on anything.
                                                            
Antonio looks around the workshop at the various chunks of
wood. The shavings. The sketches.
                                                            
                       GEPPETTO
Why did you come by?
                                                            
                       ANTONIO
I wanted to apologize for last
night. It was not my place to
involve myself with your personal
problems. I was just concerned.
                                                            
                       GEPPETTO
No need. Apology accepted. Will
that be all?
                                                            
Antonio takes a good look at Geppetto and sees how frazzled
he is. How eager he is for Antonio to leave. He does not
look well at all.
                                                            
                       ANTONIO
Are you sure all is well, my
friend?
                                                            
                       GEPPETTO
I told you I'm fine!
                                                            
Antonio nods his head.
                                                            
                       ANTONIO
Please, talk to me. Both of my
ears are open and willing to
listen. Perhaps if you talk about
it, you'll start to feel better. I
know it hurts, but -
                                                            
                       GEPPETTO
You know nothing of the pain I
feel, so don't pretend to be able
to relate. You did not feel the
power our love had. The way she
lit up an entire room...
                                                            
Geppetto pauses, choking back tears, swallowing hard.
                                                            

19.

                       ANTONIO
Very well, I shall take my leave.
But you should know, we all loved
her so, and couldn't wait for the
little one.
                                                            
Antonio turns to leave and something catches his eye.

A tool, on the workbench. Just like the one he was using the
previous morning.

He shrugs it off and leaves the workshop.

Geppetto returns his attention back to the workbench and
continues on.
                                                            
 
INT. CLOCK FACTORY - DAY
                                                            
Antonio enters the clock factory to find the other WORKERS
standing around.

The Owner stands by the shattered window, clenching his
fists angrily.
                                                            
                       OWNER
Thieves! We've been robbed!
                                                            
The Owner turns around and begins pacing the factory floor,
looking at the various tables and assembly lines.

The open tool crates. The empty gear boxes.
                                                            
                       OWNER
Someone will pay dearly for this.
                                                            
The Owner paces back around, sees Antonio, and points at
him.
                                                            
                       OWNER
You!
                                                            
Antonio looks at the Owner, perplexed.
                                                            
                       ANTONIO
Sir?
                                                            
                       OWNER
Policia. Now. Bring them back
here.
                                                            
Antonio thinks for a moment and then nods his head.
                                                            

20.

                       ANTONIO
Yes, sir. I'll bring them back as
soon as I can.
                                                            
Antonio turns to leave.
                                                            
                       OWNER
Make it fast!
                                                            
Antonio leaves the factory and the Owner looks around at the
workers, who are just standing around.
                                                            
                       OWNER
What are you waiting for? This
isn't a break! Get to work! We've
got a busy day!
                                                            
 
INT. GEPPETTO'S WORKSHOP - DAY
                                                            
Geppetto lays over his workbench, passed out from
exhaustion.

On the table beside his is his partially completed creation.

A set of legs. A pair of arms. A torso.

On the torso are the initials that were once carved into the
tree by Theresa.

The cat jumps back up onto the bench and rubs itself on
Geppetto in a feeble effort to wake him.

It's no use. Geppetto is not waking up. He's deep asleep,
into the dark recesses of what little mind he has left.
                                                            
 
EXT. COUNTRYSIDE HILL - DREAM - DAY
                                                            
Geppetto runs up the hill, chasing after a laughing Theresa.

His face is vibrant and full of life.

The further the two make it up the hill, the cloudier it
gets.

Theresa is way ahead of him and she climbs onto the tree
swing, standing on it, propelling herself.

Geppetto runs faster to keep up and right before he reaches
the top of the hill, the tree bursts into flames, engulfing
Theresa in them.

21.


The bright, orange flames starkly contrast the grey skies.
                                                            
                       GEPPETTO
Theresa!
                                                            
Theresa does not scream in pain, she keeps right on
swinging, burning.
                                                            
                       THERESA
Look at me.
                                                            
Grief stricken, Geppetto charges towards her, but just
before he reaches her, the ground collapses and he falls
deep into the Earth, beneath the tree.
                                                            
INT. UNDERGROUND
                                                            
Geppetto lands with a hard thud and lays there, motionless.
                                                            
                       PINOCCHIO (O.S.)
Papa!
                                                            
Geppetto stirs a bit.

The sound of a heart beating makes itself clear, slowly
growing louder.
                                                            
                       PINOCCHIO (O.S.)
Papa! Get up!
                                                            
Geppetto stirs some more and lifts himself up off the
ground.

He looks around the cavern.

In front of him is a large, twisted mass of roots, shaped
like a heart, steadily beating.

Pinocchio slowly emerges from behind the mass of roots.

Geppetto looks at the puppet, awe-struck.

Pinocchio slowly approaches Geppetto and extends its hand.

Hesitant, Geppetto takes the puppet's hand.
                                                            
                       PINOCCHIO
Wake up!
                                                            
 

22.

INT. GEPPETTO'S WORKSHOP - DAY
                                                            
Geppetto awakens, lifting his head from the workbench.

He clears his throat, rubs his eyes, and then continues to
work on his creation.
                                                            
 
INT. CLOCK FACTORY - DAY
                                                            
Back at the factory, INSPECTOR FABRIZIO UFIZI examines the
crime scene.

CONSTABLE MICHAEL PAZZI and CONSTABLE TOMAS LUPO are with
him, waiting on orders.

The Owner stands beside Insp. Ufizi, fuming.
                                                            
                       OWNER
I'm telling you, it was that
carver, Geppetto.
                                                            
                       INSP. UFIZI
With respect, sir, I'm the
inspector here, not you. Why don't
you let me determine who the
criminal was, hm?
                                                            
                       OWNER
There's no other explanation for
it!
                                                            
                       INSP. UFIZI
And what makes you so certain, if
you don't mind me inquiring.
                                                            
                       OWNER
The man is jealous! He flew into a
rage after I fired him today,
smashing some of my works before
he stormed out! He's trying to get
back at me!
                                                            
                       INSP. UFIZI
Flew into a rage, you say? Why did
you fire him?
                                                            
                       OWNER
That's none of your business,
inspector.
                                                            

23.

                       INSP. UFIZI
When you come to the authorities,
everything involved becomes our
business. I'll ask once more, why
did you fire him?
                                                            
The Owner looks at the ground and then back at the
inspector.
                                                            
                       OWNER
He was hours late. And then the
way he spoke to me when I
confronted him about it!
                                                            
                       INSP. UFIZI
Hm. I see.
                                                            
Insp. Ufizi makes his way to the shattered window, examines
it and picks up a pocket watch that had been caught on a
broken piece of glass.
                                                            
                       INSP. UFIZI
Interesting.
                                                            
Insp. Ufizi turns around and shows the watch to the Owner.
                                                            
                       INSP. UFIZI
Look familiar to you?
                                                            
The Owner looks at the watch a moment, thinking.

In the background, Antonio catches glimpse of the watch and
then slowly and quietly makes his way to the door.
                                                            
                       OWNER
Geppetto. He had a watch just like
that!
                                                            
Insp. Ufizi chuckles.
                                                            
                       INSP. UFIZI
Of course he did. We'll go have a
talk with him and give his house a
look. We shall keep you informed.
Good day, sir.
                                                            
Insp. Ufizi and Const. Lupo and Pazzi make their way to the
door, stepping outside.
                                                            
 

24.

EXT. CLOCK FACTORY - DAY
                                                            
The sun is beginning to go down, slowly casting the town
into darkness.
                                                            
                       INSP. UFIZI
Well, gentlemen. Thoughts?
                                                            
                       CONST. PAZZI
Sounds like this guy really has it
out for Geppetto.
                                                            
                       CONST. LUPO
We have to at least look, sir. The
watch is damning.
                                                            
                       INSP. UFIZI
What a boring way to spend an
evening.
                                                            
                       CONST. PAZZI
A crime is a crime, inspector.
                                                            
                       CONST. LUPO
I don't think that the factory
will be hurt by what was taken.
                                                            
                       INSP. UFIZI
Nor do I. If indeed anything was
taken at all. Come along,
constables.
                                                            
The three make their way into the village.
                                                            
 
INT. GEPPETTO'S WORKSHOP - NIGHT
                                                            
Outside, night has fallen, and it is dark once again.

Geppetto sits in the lamplight, putting the finishing
touches on his creation.

He completes it and takes a step back, admiring his work.

Before him is the twisted puppet creation from his dreams.
                                                            
                       GEPPETTO
Pinocchio. I shall call you
Pinocchio. A perfect creation. MY
perfect creation.
                                                            
The door to the workshop suddenly bursts open and Antonio
comes charging in, closing the door behind him.

25.


Geppetto turns around defensively.
                                                            
                       GEPPETTO
What is the meaning of this?
                                                            
                       ANTONIO
Did you break into the factory
last night, Geppetto?
                                                            
                       GEPPETTO
What are you accusing me of?
                                                            
                       ANTONIO
Your watch, my friend. They found
your watch there. They're coming
for you. The boss is out for your
neck. He'll have you hanged, if
possible.
                                                            
Geppetto looks down, concern on his face, thinking of what
to do.

Antonio looks behind Geppetto and sees the twisted, creepy
puppet.
                                                            
                       ANTONIO
What in God's name is that?
                                                            
Geppetto moves in front of the puppet, blocking it from
Antonio's sight.
                                                            
                       GEPPETTO
It's mine. My creation.
                                                            
                       ANTONIO
Is this what you've been working
on?
                                                            
Antonio really takes a good look at Geppetto and sees how
he's changed.
                                                            
                       ANTONIO
Look at you! You're a mess, old
friend. What's come over you? What
is that doll for?
                                                            
Geppetto turns his back on Antonio and grabs the puppet,
holding it close to his body, like a child.
                                                            
                       GEPPETTO
This is no doll. It's mine. For
the baby.
                                                            

26.

Realization hits Antonio.
                                                            
                       ANTONIO
Oh, no. Geppetto, my friend,
please. You must let it go.
                                                            
                       GEPPETTO
Let what go? There's nothing to
let go! I won't let this go. It's
all I've got. It's mine. He's
mine.
                                                            
Geppetto looks into the puppet's face, a twisted love on his
own face.
                                                            
                       GEPPETTO
Pinnochio. My boy. My son.
                                                            
Antonio takes a step towards Geppetto.
                                                            
                       ANTONIO
Listen to me. We need to get you
some help. But they're coming.
I'll help you get rid of whatever
you took, okay? I don't care. Put
the doll down.
                                                            
Geppetto doesn't respond to his friend. He doesn't turn
around. He's lost in his own world with the puppet.

Antonio takes another step forward and places his hand on
Geppetto's shoulder.
                                                            
                       ANTONIO
Give me the doll.
                                                            
                       GEPPETTO
He's mine! You can't take him from
me! I'll not lose anything of mine
ever again!
                                                            
Geppetto turns around and hits Antonio in the head with a
hammer, knocking him to the ground.

With puppet in tow, Geppetto runs out of the workshop, into
the darkness of the night.

Moments later, Insp. Ufizi and Const. Pazzi and Lupo enter
the workshop, looking around.

Insp. Ufizi rushes over to the downed Antonio and picks him
up from off the floor.

27.


Antonio clutches his bleeding head.
                                                            
                       INSP. UFIZI
You're from the factory, are you
not? Why are you here?
                                                            
                       ANTONIO
I came to warn my friend.
                                                            
                       INSP. UFIZI
He was the thief?
                                                            
Antonio nods his head.
                                                            
                       INSP. UFIZI
And he did this to you?
                                                            
Again, Antonio nods his head.

Insp. Ufizi turns to his constables.
                                                            
                       INSP. UFIZI
He can't have gone far. Spread
out.
                                                            
The constables turn to head out.
                                                            
                       ANTONIO
Wait! You don't understand.
                                                            
Insp. Ufizi looks at Antonio.
                                                            
                       INSP. UFIZI
Hm?
                                                            
                       ANTONIO
He...he's gone mad.
                                                            
The two constables look at the inspector, and then look at
Antonio.
                                                            
 
EXT. VILLAGE - NIGHT
                                                            
Geppetto runs through the dark streets of the village,
looking around frantically.

He cuts down a street way between two houses, rounds a
corner, and then cuts across a field, headed into a forest.
                                                            
 

28.

EXT. FOREST - NIGHT
                                                            
Geppetto runs through the forest, squinting in the
blackness, trying to stay on the path.

He holds the puppet close to him the entire way, as if he's
holding a child.

As he darts through the trees, the sound of approaching
horse hooves echo through the night.

Geppetto ducks down behind some brush and the hooves grow
louder, coming ever closer.

A horse drawn carriage slowly creeps by, the COACHMAN using
an oil lamp to see into the dark forest surroundings.

Geppetto creeps down even lower to avoid being seen and the
carriage soon passes by.

Geppetto looks down at the puppet in his hands.
                                                            
                       GEPPETTO
We'll be fine.
                                                            
Sticking to the safety of the trees, off the path, Geppetto
starts off in the direction the carriage is headed, wherever
it might take him.
                                                            
 
EXT. VILLAGE - NIGHT
                                                            
Insp. Ufizi, Pazzi, Lupo, and Antonio make there way through
the village streets.

Antonio has a cloth wrapped around his head.
                                                            
                       INSP. UFIZI
You really should go see the
doctor about your wound, sir.
                                                            
                       ANTONIO
It's but a scrape. I'm the only
one that can reason with him.
                                                            
                       CONST. PAZZI
Yes, the wound on your head has
made that quite apparent.
                                                            
                       INSP. UFIZI
Pazzi!
                                                            
Const. Pazzi looks down at the ground.
                                                            

29.

                       CONST. PAZZI
Apologies, sir.
                                                            
Insp. Ufizi looks at Antonio.
                                                            
                       INSP. UFIZI
When you say he's mad, how do you
mean?
                                                            
                       ANTONIO
About a year ago, his wife died
while giving birth to his child.
The child didn't make it. He
hasn't been the same ever since.
                                                            
                       INSP. UFIZI
One can imagine why. That is quite
the loss and burden for one man to
take. Has he no other family?
                                                            
                       ANTONIO
He was orphaned as a child. She
was his everything. The only
family he ever knew died in a
split second.
                                                            
                       INSP. UFIZI
That's awful.
                                                            
Antonio nods.
                                                            
                       ANTONIO
I agree. However, for the past two
days, he locked himself in his
workshop, creating something,
though he denied it vehemently.
Tonight, before he hit me, I
caught sight of it.
                                                            
                       INSP. UFIZI
Go on.
                                                            
                       ANTONIO
It was a doll. A puppet. Carved
out of wood, shaped to look like a
small boy. At first he told me it
was for the baby.
                                                            
                       INSP. UFIZI
Poor man.
                                                            

30.

                       ANTONIO
When I went to take the doll from
him, he told me I couldn't have
his son.
                                                            
Insp. Ufizi nods his head, digesting the information.
                                                            
                       CONST. LUPO
He sounds delusional, sir.
                                                            
                       CONST. PAZZI
Great, we're dealing with a
regular nutter. They always turn
violent, inspector.
                                                            
                       CONST. LUPO
We'll need the rifles.
                                                            
Antonio stops walking, stunned.
                                                            
                       ANTONIO
The rifles? What for? You're not
going to shoot him, are you?
                                                            
Insp. Ufizi looks at Antonio, and places a comforting hand
on his shoulder.
                                                            
                       INSP. UFIZI
Only if we have to, of course. We
have to be concerned about our own
safety as well, you understand.
                                                            
                       ANTONIO
But he's not killed anyone!
                                                            
                       CONST. PAZZI
As of yet.
                                                            
                       INSP. UFIZI
Pazzi!
                                                            
Const. Pazzi looks down again.
                                                            
                       CONST. PAZZI
Apologies, sir.
                                                            
Insp. Ufizi motions for Antonio to continue walking with
them.
                                                            
                       INSP. UFIZI
You said it yourself, your friend
is mad. Delusional. If he really
believes this puppet is his own
child, he'll go to great lengths
            (MORE)

31.

                       INSP. UFIZI (cont'd)
to protect it and keep it to
himself. I've been an inspector
for many years, and I've seen mad
men do extraordinary things. Vile
things.
                                                            
                       ANTONIO
But I can reason with him.
                                                            
                       INSP. UFIZI
I hope you're right, my friend.
                                                            
                       CONST. LUPO
Sir, what shall we do?
                                                            
Insp. Ufizi ponders a moment.
                                                            
                       INSP. UFIZI
Pick up the rifles. Spread and
search in a circular pattern. Meet
back at the square. Use your
weapon as a last resort. If
spotted, blow your whistle three
times. Keep your eyes and ears
open. He might not even still be
in the village. He could be
anywhere.
                                                            
 
EXT. FARM - NIGHT
                                                            
Geppetto makes his way across a field, headed for a barn
located just outside another village.

The carriage is in the distance, slowly entering the
village.

Geppetto creeps inside the barn and darts inside.
                                                            
INT. BARN
                                                            
Geppetto looks around the dark barn.

A cow stirs in its sleep, but other than that, it's quiet.
Safe.

Geppetto collapses onto a bale of hay, still holding the
puppet in his arms.

He stares up at the hole in the barn roof, seeing the bright
starry sky, thinking.


32.

A shooting star darts across the sky, and Geppetto smiles
before drifting off to sleep.
                                                            
 
INT. GEPPETTO'S HOUSE - DREAM - NIGHT
                                                            
Geppetto paces around his house, waiting for something.

From the bedroom, Theresa screams and cries.
                                                            
                       DOCTOR (O.S.)
Push!
                                                            
Theresa screams again and her own screams are cut out by the
sounds of a crying child.

Geppetto stops pacing and enters the bedroom.
                                                            
INT. BEDROOM
                                                            
The Doctor steps away from the bed, a look of horror on his
face.

He darts out of the bedroom.

The faint sound of a heartbeat begins to grow.

Theresa wraps the child up in a bloody blanket and holds it
close to her body, obscuring it from Geppetto.

The bed is stained with blood.

Geppetto slowly makes his way towards the bed. All is
silent.
                                                            
                       GEPPETTO
Theresa?
                                                            
She doesn't say anything, her attention fixated solely on
what is wrapped up in the blanket.

The heartbeat grows louder.
                                                            
                       GEPPETTO
Let me see my boy.
                                                            
Geppetto leans over the bed and slowly removes the blanket.

In Theresa's arms, covered in blood, is Pinocchio.

It snaps its head towards Geppetto and screams.

Geppetto jumps back horror.

33.


Theresa gets out of the bed, slowly making her way towards
Geppetto.
                                                            
                       THERESA
Your son, Geppetto. Our baby boy.
                                                            
Geppetto slowly backs away.

Theresa looks at Geppetto, concerned.

Outside, lightning flashes and thunder rumbles.
                                                            
                       THERESA
Don't you want him, Geppetto? He's
finally ours. Nothing can take him
away from us.
                                                            
Theresa hands the baby over to the reluctant Geppetto.
                                                            
                       THERESA
Look at him, Geppetto. He's alive.
Our living, breathing baby boy.
                                                            
Geppetto looks down at the puppet and smiles.
                                                            
                       GEPPETTO
Pinocchio. Pinocchio my boy!
                                                            
Theresa walks out of the bedroom.

Geppetto watches her.
                                                            
                       GEPPETTO
Where are you going? Theresa?
                                                            
Geppetto walks out of the bedroom, following Theresa as she
goes outside.
                                                            
 
EXT. VILLAGE - DREAM - NIGHT
                                                            
It's pouring outside and the wind is howling. Lightning
strikes and the thunder roars like a lion.

Theresa walks through the village streets, completely
soaked.

Geppetto steps out after her, puppet in his arms.
                                                            
                       GEPPETTO
Theresa! Where are you going?
You're going to catch cold!
                                                            

34.

Theresa stops walking and turns around.
                                                            
                       THERESA
My life for his.
                                                            
Theresa takes out a small blade and pulls it across her
throat.
                                                            
                       PINOCCHIO (O.S.)
Papa!
                                                            
 
INT. FARM - DAY
                                                            
Geppetto slowly opens his eyes. Another dream.

He stares at dim, cloudy skies, breathing deeply, collecting
his thoughts.

A wooden hands slowly reaches up and touches his face,
startling him.

He looks down to see Pinocchio looking up at him.
                                                            
                       PINOCCHIO
Papa.
                                                            
Geppetto jumps up with fright and slowly backs away from the
puppet.
                                                            
                       PINOCCHIO
You were having bad dreams, Papa.
I had to wake you.
                                                            
                       GEPPETTO
You...you...you can talk? You're
alive?!
                                                            
Pinocchio slowly takes a step towards Geppetto, his legs
shaking, not used to walking yet.
                                                            
                       PINOCCHIO
Of course, Papa! I'm your son!
                                                            
Gepetto stands there a moment. Confused. Scared.

Suddenly, a big smiles creeps across Geppetto's face and he
rushes forward, scooping Pinocchio up into his arms.
                                                            
                       GEPPETTO
Pinnochio, my boy! My son!
                                                            

35.

Geppetto and Pinocchio spin around and around, laughing,
until Geppetto breaks down crying.

Pinocchio wipes Geppetto's eyes.
                                                            
                       PINOCCHIO
Papa, why do you cry?
                                                            
Geppetto looks into Pinocchio's hollow, empty eyes, trying
to gain control over his emotions, forcing a smile.
                                                            
                       GEPPETTO
My dream has finally come true.
Nothing will ever come between us,
Pinocchio. I'll let no harm come
to you. I promise.
                                                            
                       PINOCCHIO
We'll always be together, Papa.
                                                            
Geppetto pulls Pinocchio close to him, hugging him tightly.
                                                            
                       GEPPETTO
Oh, my boy! My sweet, sweet boy!
There's so much I want to do! So
much I want you to see! And learn!
                                                            
                       PINOCCHIO
Where do we start?
                                                            
Geppetto sets Pinocchio down.
                                                            
                       GEPPETTO
We start in the next town. We're
living a new life, Pinocchio. A
great life. Nothing will get in
our way.
                                                            
Pinocchio extends his hand for Geppetto to take and hold,
which he graciously does, and the two walk out of the barn,
headed for the nearby village.
                                                            
 
EXT. FOREST - DAY
                                                            
Insp. Ufizi, Pazzi, Lupo, and Antonio makes their way
through the dense vegetation of the forest, spread out, but
still within shouting distance of one another, searching for
Geppetto.

The men have rifles slung around their backs, save for
Antonio.
                                                            

36.

                       INSP. UFIZI
Any sign of him? Any clues as to
which way he went?
                                                            
                       CONST. PAZZI
No, sir!
                                                            
                       INSP. UFIZI
Keep a sharp eye out.
                                                            
                       CONST. LUPO
Of course, sir!
                                                            
The group search behind trees, look for tracks in the
ground, behind bushes, but nothing.

There is no sign of Geppetto. No clue as to which way he
went.
                                                            
                       CONST. PAZZI
With respect sir, I feel as though
we're wasting our time out here.
                                                            
                       CONST. LUPO
He's long gone, sir. He won't make
it long out here without food or
shelter, and he's no longer a
threat to the town.
                                                            
                       INSP. UFIZI
And when you two make inspector,
you have every right in the world
to make those decisions,
gentlemen. But until then, it's my
choice and I'm not calling off the
hunt. We will find him, we will
arrest him, and we will get him
the help he needs before he hurts
himself or someone else.
                                                            
Antonio shakes his head.
                                                            
                       ANTONIO
I'm telling you, you've got it all
wrong, inspector. He might be mad,
but he's no murderer.
                                                            
                       INSP. UFIZI
That hammer blow on your head
leads me to believe otherwise,
Antonio. Forewarned is forearmed,
I always say.
                                                            

37.

Const. Pazzi leans down, looking at something on the forest
floor.
                                                            
                       CONST. PAZZI
Sir! Over here! I think I've found
something!
                                                            
Insp. Ufizi and the rest of the group make their way over to
where Const. Pazzi is.

Footprints are in the dirt.
                                                            
                       INSP. UFIZI
They look fresh.
                                                            
Const. Lupo pats Const. Pazzi on the back.
                                                            
                       CONST. LUPO
Good eye, Pazzi.
                                                            
                       INSP. UFIZI
Indeed. We'll follow these tracks
and see where they take us. With
any luck, he'll have followed the
same path throughout the night.
                                                            
The group begin walking, following the fresh footprints in
the forest floor.
                                                            
 
EXT. COUNTRY ROAD - DAY
                                                            
Geppetto and Pinocchio walk down the country road,
hand-in-hand, headed towards the village in the distance.

A butterfly dances across the road, briefly resting on
Pinocchio's nose, causing him to giggle, which in turn makes
the butterfly fly away.
                                                            
                       PINOCCHIO
Papa, what was that?
                                                            
                       GEPPETTO
That was a butterfly.
                                                            
                       PINOCCHIO
A butterfly? What's that?
                                                            
                       GEPPETTO
It's a beautiful insect that loves
to be among the flowers.
                                                            

38.

                       PINOCCHIO
But I'm not a flower. Am I?
                                                            
Geppetto looks down at Pinocchio and chuckles.
                                                            
                       GEPPETTO
Oh, my dear son, there is much for
you to learn yet. We'll have to
put you in school straight away!
                                                            
                       PINOCCHIO
School?
                                                            
                       GEPPETTO
It's a place where children go to
learn.
                                                            
                       PINOCCHIO
Learn what?
                                                            
                       GEPPETTO
All kinds of things. Everything!
                                                            
The two keep right on walking.

A BEGGAR comes from out of the woods and makes his way
towards them, hand outstretched.
                                                            
                       BEGGAR
Can ye spare a coin, sir?
                                                            
Pinocchio looks at the Beggar, a confused look on his face.
He then extends his hand.
                                                            
                       PINOCCHIO
Hi, I'm Pinnochio!
                                                            
The Beggar doesn't extend his hand back, he doesn't even
look at Pinocchio.

Geppetto pulls Pinocchio back.
                                                            
                       GEPPETTO
Don't talk to strangers.
                                                            
The Beggar looks at Geppetto, confused.

Geppetto reaches into his pocket and takes out a coin. He
tosses it at the Beggar.
                                                            
                       GEPPETTO
Take it and be gone with you.
                                                            

39.

The Beggar picks up the coin.
                                                            
                       BEGGAR
Thank ye, kind sir.
                                                            
Geppetto tugs on Pinocchio's hand, and the two continue
walking.
                                                            
                       GEPPETTO
You don't ever talk to strangers,
Pinnochio. Do you understand?
                                                            
The Beggar watches Geppetto walk down the road towards the
town, dragging the lifeless, wooden puppet by the hand
behind him, talking to himself.
                                                            
                       BEGGAR
And they call me crazy.
                                                            
 
EXT. TOWN - DAY
                                                            
Geppetto and Pinocchio enter the town and slowly take in
their surroundings.

Though small, the town is designed and built much better
than Geppetto's old town.
                                                            
                       PINOCCHIO
Is this our home, Papa?
                                                            
                       GEPPETTO
It is now, my son.
                                                            
As the two walk down the main road of the town, from out of
the alley comes two men, VOLPE and GATTO.

Volpe has long, red hair, finely combed, as well as a
mustache and goatee. He's got a lean build, and has strong
charisma about him. He carries a short walking stick.

GATTO is a slightly pudgy man with a bristly face. He moves
with definite grace, however, and his eyes are a noticeable
green. He has short, dark hair.

The two approach Geppetto and Pinocchio.
                                                            
                       VOLPE
New in town?
                                                            
                       GATTO
Hope you're not lost.
                                                            

40.

                       VOLPE
We've never seen you before.
                                                            
                       GATTO
And we know everyone.
                                                            
Geppetto and Pinocchio look at the two uneasily.
                                                            
                       VOLPE
What brings you here? Business or
pleasure?
                                                            
                       GATTO
Or perhaps you're just passing
through?
                                                            
                       GEPPETTO
Our business is our own, thank
you.
                                                            
Volpe looks down at Pinocchio.
                                                            
                       VOLPE
Ah, a fellow puppeteer!
                                                            
                       GATTO
Mangiafuoco has some competition
now.
                                                            
                       VOLPE
He won't like that.
                                                            
                       GATTO
Not. One. Bit.
                                                            
The two smile at Geppetto, but it is not a kind,
light-hearted smile. There is something definitely sinister
about these two.

Geppetto pulls Pinocchio closer to him.

Gatto looks down at the puppet in amusement.
                                                            
                       GATTO
You sure are keeping him awful
close.
                                                            
                       VOLPE
What's the matter, old timer?
Afraid we're going to steal him
away from you?
                                                            

41.

Geppetto picks up the pace, walking faster.

Volpe and Gatto effortlessly keep up with him.
                                                            
                       GATTO
We're not thieves.
                                                            
                       VOLPE
We're businessmen.
                                                            
                       GATTO
If there's anything you need...
                                                            
                       VOLPE
A bed...
                                                            
                       GATTO
A meal...
                                                            
Volpe opens up his coat to reveal several nice watches.
                                                            
                       VOLPE
Something finer...
                                                            
                       GATTO
You just let us know.
                                                            
                       VOLPE
We're the gentlemen to see.
                                                            
                       GATTO
My name is Gatto.
                                                            
                       VOLPE
And I'm Volpe.
                                                            
                       GEPPETTO
Thank you gentlemen very much. I
shall keep that in mind. Now, if
you please.
                                                            
                       GATTO
Of course!
                                                            
                       VOLPE
Don't let us keep you!
                                                            
The two stop following Geppetto and allow him and the puppet
to continue on their way.
                                                            
                       GATTO
Have a good day, now!
                                                            

42.

                       VOLPE
Be seeing you soon!
                                                            
Volpe and Gatto look at each other, and then start laughing.
                                                            
EXT. VILLAGE TOWN SQUARE
                                                            
Geppetto and Pinocchio enter the town square, which is
bustling with activity.

Pinocchio looks up at Geppetto.
                                                            
                       PINOCCHIO
Papa? Who were those men? Why did
they call you a puppeteer?
                                                            
                       GEPPETTO
Those were con men, Pinocchio. And
they were just confused, is all.
Probably drunk off of gin.
                                                            
                       PINOCCHIO
Gin?
                                                            
Geppetto looks down at Pinocchio and smiles.
                                                            
                       GEPPETTO
Never mind, my boy. Never mind.
Come, let's get some food and see
if we can't find a place to stay.
                                                            
 
EXT. MANGIAFUOCO'S CARAVAN - DAY
                                                            
A boy, ROMEO, hurries towards the caravan, carrying a basket
of goods.

He quickly jumps up the steps, opens the door, and steps
inside.
                                                            
 
INT. MANGIAFUOCO'S CARAVAN - DAY
                                                            
Romeo enters the caravan, which is dimly lit by candles.

The caravan is cramped with various posters, tools, dolls,
puppets, and a small puppet stage.

His master, MANGIAFUOCO, a gypsy puppeteer, sits over a
small workbench, painting a puppet.
                                                            
                       MANGIAFUOCO
That took a long time, boy.
                                                            

43.

                       ROMEO
Apologies, sir. There was a line.
                                                            
                       MANGIAFUOCO
I'm not interested in your
excuses.
                                                            
Romeo sets the basket next to Mangiafuoco, who proceeds to
smack the boy upside the head.
                                                            
                       ROMEO
Ow! What?
                                                            
                       MANGIAFUOCO
I'm getting tired of your
charades, boy. Your very presence
irritates me now. Your time is
limited.
                                                            
                       ROMEO
Not the Orphanage, sir. Please.
Anything but that! I'll be better!
Honest!
                                                            
Mangiafuoco fixes his cold, mean eyes on the boy.
                                                            
                       MANGIAFUOCO
Do you know what happens to little
boys that lie?
                                                            
Romeo backs away slowly, shaking his head.
                                                            
                       ROMEO
N-no, sir.
                                                            
                       MANGIAFUOCO
Come here!
                                                            
Romeo jumps, terrified, and moves back to Mangiafuoco.
                                                            
                       MANGIAFUOCO
Do not walk away from me when I'm
speaking to you, boy. Their noses
grow. Did you know that?
                                                            
Romeo shakes his head.
                                                            
                       MANGIAFUOCO
So, when you say that you'll be
better, do you know what happens?
                                                            
Romeo shakes his head.


44.

Mangiafuoco motions for Romeo to lean in closer, which the
boy hesitantly does.

Mangiafuoco suddenly grabs Romeo by the nose and yanks.
                                                            
                       ROMEO
Ow!
                                                            
                       MANGIAFUOCO
Your nose grows big enough for me
to rip off, brat!
                                                            
Mangiafuoco shoves Romeo backwards, knocking him onto his
rump.

Tears stream down Romeo's face and he sniffles.

There is a knock on the door.
                                                            
                       MANGIAFUOCO
Enter.
                                                            
The door opens and Volpe and Gatto enter the caravan, taking
off their hats.
                                                            
                       VOLPE
Good day, sir.
                                                            
                       GATTO
Greetings.
                                                            
Mangiafuoco looks at the two, smiling snidely.
                                                            
                       MANGIAFUOCO
Well now, my two best thieves.
You've brought me goodies, I hope?
                                                            
                       VOLPE
Regretfully not, sir.
                                                            
                       GATTO
Apologies.
                                                            
The smile from Mangiafuoco's face quickly fades, replaced
with irritation.
                                                            
                       MANGIAFUOCO
Then why do you waste my time by
coming here?
                                                            
                       VOLPE
We thought we'd give you some
information.
                                                            

45.

                       GATTO
A warning.
                                                            
                       VOLPE
There's a new player in town. You
share...similar...interests.
                                                            
                       MANGIAFUOCO
Is that so?
                                                            
Volpe and Gatto nod their heads simultaneously.

Mangiafuoco looks over to Romeo.
                                                            
                       MANGIAFUOCO
Fetch my coat, boy. We're going
out for a bit.
                                                            
 
EXT. TOWN SQUARE - DAY
                                                            
In the town square, on a bench by the fountain, Geppetto and
Pinocchio sit.

Pinocchio watches as two children run to their mother,
laughing and shouting.
                                                            
                       PINOCCHIO
Papa, where is my mother?
                                                            
This hits a rough spot for Geppetto and he swallows hard.

Pinocchio looks at Geppetto.
                                                            
                       PINOCCHIO
Do I not have a mother?
                                                            
                       GEPPETTO
Of course you have a mother. Every
child has a mother, Pinnochio.
                                                            
                       PINOCCHIO
Where is she?
                                                            
Geppetto sits there a moment, thinking.
                                                            
                       GEPPETTO
Your mother is in Heaven. She died
while giving birth to you.
                                                            
Pinocchio looks down at the ground, apparently saddened.
                                                            

46.

                       PINOCCHIO
Oh. Don't you miss her?
                                                            
                       GEPPETTO
Every day. More than you could
possibly imagine. But then I
remember she's not really gone.
                                                            
Pinocchio looks at Geppetto.
                                                            
                       PINOCCHIO
What do you mean, Papa?
                                                            
                       GEPPETTO
She's an angel, watching us from
above. Every time you see a
shooting star...that's her way of
telling you she loves you.
                                                            
Near them, a MUSICIAN begins playing an accordion.

Pinocchio turns his attention to the sound, enthralled.
                                                            
                       PINOCCHIO
What's THAT?!
                                                            
Geppetto looks over to the Musician.
                                                            
                       GEPPETTO
That's an accordion. It makes
music.
                                                            
Pinocchio's feet start tapping to the beat of the music.

He looks at his feet.
                                                            
                       PINOCCHIO
What am I doing?
                                                            
                       GEPPETTO
You're dancing. Go on, get up!
Dance!
                                                            
Pinocchio gets up off the bench and begins dancing around to
the music.

Across the square, Mangiafuoco and Romeo watch as Geppetto
moves the lifeless puppet around, getting it to look like
it's dancing to the sound of the music.
                                                            

47.

                       MANGIAFUOCO
Look at the fool. He doesn't even
know how to gather a crowd. He'll
make no money this way.
                                                            
                       ROMEO
That's some puppet, though.
                                                            
Mangiafuoco instinctively smacks Romeo across the back of
the head.
                                                            
                       MANGIAFUOCO
I didn't ask you your thoughts.
                                                            
While Romeo rubs the back of his head, Mangiafuoco watches
Geppetto some more with the puppet.
                                                            
                       MANGIAFUOCO
On the other hand, you're correct.
That is quite the puppet he's got.
I want it.
                                                            
Mangiafuoco takes a coin purse out of his coat pocket and
hands it to Romeo.
                                                            
                       MANGIAFUOCO
Offer him this in exchange for the
puppet.
                                                            
                       ROMEO
Sir?
                                                            
                       MANGIAFUOCO
Don't make me ask you twice, boy.
                                                            
Romeo steps away from Mangiafuoco and makes his way across
the square to Geppetto.

Geppetto is lost in his own world with Pinocchio, and at
first, doesn't even see him standing there.

Romeo clears his throat.
                                                            
                       ROMEO
Pardon me, sir.
                                                            
Geppetto snaps his attention to Romeo, startled.
                                                            
                       GEPPETTO
Gracious, boy. You nearly stopped
my old ticker.
                                                            

48.

                       ROMEO
Apologies, sir. I didn't mean to
frighten you.
                                                            
                       GEPPETTO
Not at all, dear boy. What can I
do for you?
                                                            
Romeo looks at Pinocchio.
                                                            
                       ROMEO
That's some creation you've got
there, sir. My master fancies it.
                                                            
Romeo holds up the stuffed coin purse.
                                                            
                       ROMEO
He's offering you this purse full
of coins in exchange for it.
                                                            
Geppetto grabs Pinocchio and pulls him close, standing up
from the bench.
                                                            
                       GEPPETTO
In all my life I have NEVER heard
such an atrocity! You want me to
give away Pinocchio, my boy, for
some coins? Have you gone mad? My
son will not be a slave as long as
I am still breathing! Tell your
master he is despicable, and I bid
you good day, young sir.
                                                            
With that, Geppetto motions for Romeo to be on his way and
confused, Romeo does just that.

Geppetto watches as Romeo makes his way back to Mangiafuoco,
who proceeds to scold him and then strike him down.

Appalled, Geppetto gets up and huffs away with Pinocchio in
tow.
                                                            
 
INT. TAVERN - DAY
                                                            
Geppetto and Pinocchio enter a tavern and take a seat at a
small table.

The TAVERN OWNER makes his way over to them.
                                                            
                       TAVERN OWNER
Afternoon. May I offer you
something to drink?
                                                            

49.

                       GEPPETTO
Tall mug of gin for me. Water for
the boy.
                                                            
The Tavern Owner looks at the wooden puppet and then back at
Geppetto, curiously.
                                                            
                       TAVERN OWNER
Right. Won't be a minute.
                                                            
Geppetto sighs heavily.
                                                            
                       PINOCCHIO
What's gin?
                                                            
                       GEPPETTO
It's a drink that you shall not
taste.
                                                            
                       PINOCCHIO
Why?
                                                            
                       GEPPETTO
It's only for grown ups.
                                                            
The Tavern Owner returns and sets the two mugs down.
                                                            
                       TAVERN OWNER
I've got soup boiling, if you're
hungry.
                                                            
                       GEPPETTO
Yes, please.
                                                            
The Tavern Owner hesitates a moment.
                                                            
                       TAVERN OWNER
Two?
                                                            
Geppetto nods.
                                                            
                       GEPPETTO
Naturally.
                                                            
The Tavern Owner shakes his head and walks away.
                                                            
                       PINOCCHIO
He's weird. What's his problem?
                                                            
                       GEPPETTO
The people in this town must not
see many outsiders. Least of all
with children.
                                                            

50.

                       PINOCCHIO
Oh. Papa?
                                                            
Geppetto takes a big gulp of gin.
                                                            
                       GEPPETTO
Hm?
                                                            
                       PINOCCHIO
Why did that boy want to buy me
for his master?
                                                            
Geppetto sets his mug down.
                                                            
                       GEPPETTO
Well, sometimes when parents don't
have enough money, they give their
children to other people for
money, so that the children may be
that person's servant.
                                                            
                       PINOCCHIO
Servant?
                                                            
                       GEPPETTO
Like a slave. You have to do
anything and everything that
person tells you to do until you
reach a certain age. I think it's
a disgusting practice.
                                                            
                       PINOCCHIO
You'd never sell me, right?
                                                            
Geppetto starts laughing.
                                                            
                       GEPPETTO
You should never ask me such a
silly question. Never, my son. Not
in a million years.
                                                            
The Tavern Owner returns with the two bowls of soup.
                                                            
                       TAVERN OWNER
That'll be two Lire's, please.
                                                            
Geppetto reaches into his pockets and pulls out the coins,
handing them to the Tavern Owner, who walks away.
                                                            
                       GEPPETTO
Eat up. You need your strength.
                                                            

51.

The tavern door opens and Volpe and Gatto step inside,
making their way over to the bar.

They nod curtly to Geppetto.
                                                            
                       VOLPE
Hello again, sir.
                                                            
                       GATTO
Good day.
                                                            
Geppetto nods in return, but says nothing.
                                                            
                       GEPPETTO
      (Whispering to
       Pinocchio)
Eat fast.
                                                            
Volpe and Gatto sit down at the bar and order drinks.

Volpe takes out a cigar and begins chewing on it.

The two don't take their eyes off of Geppetto.

Geppetto sits there uneasily, eating as fast as he can.
                                                            
                       GEPPETTO
Let's go.
                                                            
Geppetto gets up and grabs Pinocchio by the hand, heading
for the door.

Volpe and Gatto get up and follow him out.
                                                            
 
EXT. TOWN - DAY
                                                            
Geppetto and Pinocchio step out of the tavern and begin
walking away.

Volpe and Gatto quickly dart out of the tavern and Gatto
grabs Geppetto by the arms, dragging him into the alley.

Volpe follows.
                                                            
EXT. TOWN, ALLEY
                                                            
                       GEPPETTO
Let go of me! What is the meaning
of this?!
                                                            
                       VOLPE
Apologies, old timer.
                                                            

52.

                       GATTO
Nothing personal.
                                                            
Geppetto struggles to break free of Gatto's grasp, but it's
no use. He's much stronger.

Volpe grabs Pinocchio and begins to pry him from Geppetto's
hands.
                                                            
                       GEPPETTO
No! Let go of him! You can't have
my son!
                                                            
Volpe pulls harder, but Geppetto's hands do not give an
inch.

Frustrated, Volpe cracks Geppetto over the head with his
walking stick, causing him to let go of the puppet.

Volpe looks at the puppet.
                                                            
                       VOLPE
What an ugly creation.
                                                            
Geppetto thrashes about violently, trying his hardest to
break free to inflict physical pain on Volpe.

As hard as he can, Volpe whacks Geppetto in the gut with his
walking stick, winding him.

Gatto releases Geppetto and he falls to the ground,
wheezing.

Volpe then brings the walking stick down hard over
Geppetto's back, and he starts to fade out of consciousness.

As Volpe and Gatto walk away with the puppet, Geppetto
struggles to get up.
                                                            
                       PINOCCHIO (O.S.)
Papa! Don't let them take me!
Papa!
                                                            
Geppetto blacks out.

In the distance, thunder rumbles and it starts to rain.
                                                            
 

53.

INT. MANGIAFUOCO'S CARAVAN - DAY
                                                            
Inside the caravan, Romeo is locked inside an animal cage,
weeping.

Mangiafuoco stands over the cage menacingly.
                                                            
                       MANGIAFUOCO
I told you that you were on your
last legs, boy. Your failure today
was the last straw.
                                                            
                       ROMEO
Please! It wasn't my fault! I
tried, sir! Honest!
                                                            
                       MANGIAFUOCO
After tonight's show, it's
straight to the orphanage for you.
                                                            
                       ROMEO
No! Please! Not the orphanage!
Anything but that! I'll be good! I
promise! Don't send me there!
                                                            
Mangiafuoco stands there a minute, thinking.

An evil smile creeps upon his face.
                                                            
                       MANGIAFUOCO
You're right. Maybe the orphanage
is a little too extreme. Now that
I think about it, you haven't been
too horrible a servant. Perhaps
I'll send you with the Coachman to
the Land of Play.
                                                            
Mangiafuoco chuckles.

There is a knock on the door.
                                                            
                       MANGIAFUOCO
Enter.
                                                            
Volpe and Gatto step inside, Pinocchio in hand.
                                                            
                       VOLPE
Special delivery.
                                                            
                       GATTO
As requested, sir.
                                                            

54.

Mangiafuoco looks at the puppet with glee and graciously
takes it.
                                                            
                       MANGIAFUOCO
Well done. Very well done, indeed.
                                                            
Mangiafuoco takes out a coin purse and tosses it at Gatto,
who catches it and places it in his coat pocket.
                                                            
                       MANGIAFUOCO
That should suffice. 'twas to be
the old man's payment in exchange
for the doll.
                                                            
                       GATTO
Shame he didn't take it.
                                                            
                       VOLPE
A most gracious reward, sir.
                                                            
Mangiafuoco examines the puppet some more and then sets it
down on his workbench.
                                                            
                       MANGIAFUOCO
The fool would've never made it in
this town, anyway. I watched him
in the square. He doesn't know the
first thing about drawing in a
crowd. Perhaps if he sticks around
for the night, he'll learn a thing
or two from the best.
                                                            
                       VOLPE
If only he could be so fortunate.
                                                            
Mangiafuoco looks at the two thieves with what may be
concern.
                                                            
                       MANGIAFUOCO
You did not take his life,
correct?
                                                            
                       VOLPE
Absolutely not.
                                                            
                       GATTO
We left him winded down an alley.
                                                            
Mangiafuoco nods his head.
                                                            
                       MANGIAFUOCO
Very good. Well, I have
preparations to make. Supplies to
fetch. If you'll excuse me,
            (MORE)

55.

                       MANGIAFUOCO (cont'd)
gentlemen, I best be getting on
with it.
                                                            
                       VOLPE
Good day, sir.
                                                            
Volpe and Gatto step out of the caravan.

Mangiafuoco puts on his coat and then turns and looks down
at Romeo.
                                                            
                       MANGIAFUOCO
You stay right where you are.
Don't even think about moving.
                                                            
With that, Mangiafuoco steps out of the caravan, closing and
locking the door behind him.

Romeo buries his face into his knees, crying.

Thunder grumbles, scaring Romeo.

Pinocchio sits there lifeless, looking down at him.
                                                            
                       ROMEO
He's so mean to me. All he ever
does is yell at me and beat me.
(Pause)
No, he's not my papa.
(Pause)
Drunk in a gutter somewhere.
(Pause)
Dead.
                                                            
In Romeo's mind, Pinocchio suddenly snaps to life.
                                                            
                       PINOCCHIO
He is not your papa?
                                                            
                       ROMEO
No.
                                                            
                       PINOCCHIO
Where is he?
                                                            
                       ROMEO
Drunk in a gutter, somewhere.
                                                            
                       PINOCCHIO
And your...mama?
                                                            

56.

                       ROMEO
Dead.
                                                            
Pinocchio looks down at the floor.
                                                            
                       PINOCCHIO
My mama is dead, too. Papa said
she died giving birth to me.
                                                            
                       ROMEO
I just want to run away.
                                                            
                       PINOCCHIO
Run away?
                                                            
                       ROMEO
Leave and never come back.
                                                            
                       PINOCCHIO
Wouldn't he miss you?
                                                            
                       ROMEO
No. Nobody would.
                                                            
Romeo wipes the tears from his eyes and sniffles.
                                                            
                       PINOCCHIO
I bet my papa would take care of
you.
                                                            
                       ROMEO
Your papa isn't here. He's gone
now. You belong to my master.
                                                            
                       PINOCCHIO
A slave?
                                                            
Romeo nods his head.

Suddenly, his face lights up.
                                                            
                       ROMEO
You could come with me, though!
                                                            
                       PINOCCHIO
Where?
                                                            
                       ROMEO
The Land of Play! Every time we do
a show, Mangiafuoco picks kids
from the audience to go with the
Coachman to the Land of Play!
                                                            

57.

                       PINOCCHIO
What's that?
                                                            
                       ROMEO
It's a place for children where
there's no school, no adults, and
no rules! All we do is play!
                                                            
Pinocchio thinks for a moment.
                                                            
                       PINOCCHIO
But what about Papa? He'd be
worried about me.
                                                            
                       ROMEO
Forget about him. He's probably
already forgotten about you, just
like my papa.
                                                            
Pinocchio shakes his head.
                                                            
                       PINOCCHIO
No. There's no way. Papa loves me.
He told me he would never let me
go or let anything bad happen to
me.
                                                            
                       ROMEO
Then why did he let you come here?
Why did he give you to my master?
                                                            
Pinocchio ponders this and doesn't have an answer.
                                                            
                       ROMEO
You can come with me and we can be
best friends. Forever.
                                                            
Pinocchio hesitates.
                                                            
                       PINOCCHIO
Okay.
                                                            
                       ROMEO
My name is Romeo. I think I'll
call you Candlewick.
                                                            
Romeo sits there, dazed out in his own fantasy world,
staring at the lifeless, inanimate puppet.

Thunder grumbles some more.
                                                            
 

58.

EXT. COUNTRYSIDE ROAD - DAY
                                                            
Insp. Ufizi, Pazzi, Lupo, and Antonio step out of the
farmhouse, thanking their hosts for their hospitality and
continue on down the road, heading for the town.
                                                            
                       CONST. PAZZI
I hate to say it, inspector, but I
feel like we're going on a wild
goose chase.
                                                            
                       CONST. LUPO
I agree with Pazzi on this one,
sir. There's no indication that he
came this way. The farmer
certainly didn't see him.
                                                            
                       INSP. UFIZI
His tracks led this way, so this
is the way we go. If we reach the
town and nobody has seen hide nor
hair of him, then we go back home.
                                                            
                       CONST. PAZZI
      (to Const. Lupo)
All this for one loon.
                                                            
Antonio does not like this comment.
                                                            
                       ANTONIO
That loon happens to be a good
friend. A brilliant creator. I'll
not give up on him. You don't have
to help him, but I will. At this
point, I'd almost prefer it if you
went home. I can do this myself.
                                                            
                       INSP. UFIZI
Pay these two no mind, Antonio. It
is for that kind of thinking that
they are still merely constables.
We will help you find your friend.
And we will help him. A mind is a
terrible thing to see go to waste.
                                                            
Const. Lupo smacks Const. Pazzi's shoulder.
                                                            
                       CONST. LUPO
Nice going.
                                                            
                       CONST. PAZZI
Shut up.
                                                            

59.

The group continue walking, the town drawing ever closer.
                                                            
 
EXT. TOWN, ALLEY - NIGHT
                                                            
The rain has stopped and Geppetto lays face down on the wet
ground.

The light sound of a slowly beating heart begins, yet
Geppetto still does not move.

The beating heart grows louder and faster and still nothing.
                                                            
                       THERESA (O.S.)
Geppetto! Wake up!
                                                            
Geppetto stirs and lifts his head off the ground, dazed and
confused.

He groans, and slowly sits up.
                                                            
                       GEPPETTO
Pinnochio.
                                                            
Theresa stands in front of him in her pretty blue dress, and
extends her hand.

Geppetto graps it and she helps him stand. He looks at her
in amazement.
                                                            
                       GEPPETTO
Theresa...
                                                            
                       THERESA
You get our boy back. Whatever it
takes, you get him back.
                                                            
And then she's gone.

Geppetto rubs his head and slowly begins walking, stumbling.

He gathers himself and trudges out of the alley, still
groggy.
                                                            
 
EXT. TOWN SQUARE - NIGHT
                                                            
Mangiafuoco's caravan has parked itself in the center of the
town square, torches burning on either side of it to
illuminate it.

A small tent has been set up behind the caravan.


60.

In front of the caravan, a small puppet stage has been set
up.

A small crowd has gathered in front of the stage, comprised
mostly of CHILDREN.

Romeo jumps out of the caravan, dressed in his best.
                                                            
                       ROMEO
Ladies and gentlemen, boys and
girls, may I have your attention
please! Tonight is a very special
night, indeed! Your town has been
given the privilege..No, the
PLEASURE of bearing host to the
Magnificent Mangiafuoco, Gypsy
Puppeteer Extraordinare!
                                                            
The crowd cheers, which causes more PEOPLE to come out to
watch the show.
                                                            
                       ROMEO
The Magnificent Mangiafuoco has
been traveling the world for
years, living off the land, and
provisions towns like yours have
so graciously provided, for one
reason and one reason only: To
share his gift of entertainment
with the world!
                                                            
More cheers from the crowd.
                                                            
                       ROMEO
Now, without further delay, a man
that needs no introduction, please
welcome the Magnificent
Mangiafuoco!
                                                            
The crowd bursts into cheers and applause.
                                                            
 
EXT. TOWN - NIGHT
                                                            
Geppetto frantically makes his way through the streets,
trying desperately to find Pinocchio.
                                                            
                       GEPPETTO
Pinocchio! Pinocchio, my boy!
Where are you! Pinocchio! My son!
                                                            
The TOWNSPEOPLE watch as this crazy-looking old man flails
about the town, questioning people, grabbing them and

61.

shaking them.

Geppetto has lost it. Completely, 100% lost it.

Shadows dance all around him, forming unsettling shapes and
images.

The Townspeoples faces twist and contort as Geppetto looks
at them.
                                                            
                       GEPPETTO
Pinocchio! Answer me! Where are
you?!
                                                            
Desperate, at a loss, and on the edge of all reasoning,
Geppetto begins weeping and shouting in anguish.
                                                            
                       GEPPETTO
No! Not again!
                                                            
Geppetto takes off running through the street, frantically
doing everything he can to locate Pinocchio.
                                                            
 
EXT. TOWN SQUARE - NIGHT
                                                            
Back in the town square, Mangiafuoco is continuing on with
his extravagant puppet show.

He is indeed a master of his craft, captivating the entire
audience, CHILD and ADULT alike.

The audience cheers the show on, talking to the puppets,
clapping, laughing.

In the back of the crowd, Geppetto arrives, unsure as to
what is going on.
                                                            
                       GEPPETTO
What's going on here?
                                                            
An AUDIENCE MEMBER shushes him and the mad Geppetto pushes
his way towards the front of the crowd until he sees what
everyone is watching.

The puppet show is in its third act and Pinocchio is on the
stage, being controlled by string.

Geppetto stares at this, horrified, unsure if he is able to
comprehend what he's seeing.
                                                            
                       GEPPETTO
No.
                                                            

62.

Geppetto slowly begins to back up, completely devastated at
the sight of his son being controlled like a...puppet.
                                                            
 
INT. TAVERN - NIGHT
                                                            
Insp. Ufizi, Pazzi, Lupo, and Antonio enter the tavern and
take a seat at a table.
                                                            
                       CONST. LUPO
I've done more walking and
searching these last two days than
I have in the entire month before
it.
                                                            
                       INSP. UFIZI
It's good for you. Get used to it,
if you ever plan on filling these
shoes.
                                                            
Antonio sighs.
                                                            
                       ANTONIO
Unfortunately, I must agree with
constable Lupo. I'm positively
fatigued.
                                                            
Insp. Ufizi nods his head.
                                                            
                       INSP. UFIZI
We'll get some food, ask around,
and if nothing turns up, we'll get
a bed and then return home in the
morning.
                                                            
                       CONST. PAZZI
Sounds good to me, inspector.
                                                            
The Tavern Owner makes his way over to the group.
                                                            
                       TAVERN OWNER
Drinks?
                                                            
                       INSP. UFIZI
Water, all around.
                                                            
The Tavern Owner nods his head and walks away.
                                                            
                       CONST. PAZZI
He can't be as bad off as you
claim, Antonio. He's left no trail
of violence or carnage to follow.
                                                            

63.

                       ANTONIO
You didn't see the look in his
eyes. Nor did you hear the madness
in his voice.
                                                            
                       INSP. UFIZI
Violent or not, he still violated
the law and broke into the
factory. He will be caught and he
will be arrested. Whether or not
we take him to the asylum is yet
to be determined.
                                                            
The Tavern Owner returns, setting the drinks down.

He notices to rifles on the three officers shoulders.
                                                            
                       TAVERN OWNER
We don't get a lot of your kind
through here.
                                                            
                       CONST. PAZZI
We're looking for someone.
                                                            
                       TAVERN OWNER
I'll bet. What's he done?
                                                            
Const. Pazzi goes to answer, but Insp. Ufizi cuts him off.
                                                            
                       INSP. UFIZI
It's an official matter. I hope
you understand.
                                                            
                       TAVERN OWNER
Of course. If I can help, just let
me know.
                                                            
The Tavern Owner starts to walk away.
                                                            
                       CONST. PAZZI
      (sarcastically)
Yeah if you see a crazy old man
talking to a puppet, be sure to
fetch us, eh?
                                                            
Insp. Ufizi kicks Const. Pazzi's leg under the table and
Antonio looks at him as if he wants to strangle him.

The Tavern Owner turns around.
                                                            
                       TAVERN OWNER
Funny you should mention that. I
had an older gentleman in here
earlier today that had a wooden
            (MORE)

64.

                       TAVERN OWNER (cont'd)
puppet with him. Ugly little
bastard, I should add. Anyways, he
kept whispering to it. Son of a
bitch even ordered food and drink
for the damn thing.
                                                            
The group all look at each other, amazed at this discovery,
and their own luck.
                                                            
 
EXT. TOWN SQUARE - NIGHT
                                                            
Back at the town square, the puppet show has wrapped up and
the crowd is standing there, clapping and cheering.

Mangiafuoco steps out from behind the puppet stage and faces
his audience.

He bows.
                                                            
                       MANGIAFUOCO
Grazie, grazie! You're much too
kind!
                                                            
He stands there, beaming, absorbing the praise.

He bows yet again.

He then raises his hands to silence to cheering crowd.
                                                            
                       MANGIAFUOCO
Since you've been so wonderful
this fine evening, I have
something special for the children
to extend my deepest gratitude. If
the children would follow me into
that tent back there, I'll
introduce you to each one of the
puppets. How does that sound?
                                                            
The CHILDREN all shout and holler in excitement.

Mangiafuoco beckons them.
                                                            
                       MANGIAFUOCO
Please, follow me.
                                                            
The children make their way over to Mangiafuoco and follow
him to the tent.

In the back is the dissipating crowd, Geppetto stands there,
fists balled, filled with rage and anguish.
                                                            
 

65.

INT. TENT - NIGHT
                                                            
Mangiafuoco ushers the children into the tent, which is
filled with colorful pictures, flowers, dolls, toys, and
puppets of all kinds.

Romeo is there, waiting for them.

The sound of the clamber of hooves drawing closer from
outside is heard and Mangiafuoco turns his attention to it,
suddenly nervous.
                                                            
                       MANGIAFUOCO
Excuse me, children. I'll return
momentarily and we'll get to
meeting the puppets.
                                                            
Mangiafuoco leaves the tent, leaving the children to play.
                                                            
 
EXT. TOWN SQUARE - NIGHT
                                                            
Mangiafuoco makes his way to the other side of the tent,
where a horse drawn carriage is waiting.

The Coachman jumps down from the driver's seat, his face
obscured by shadow created by the propped collar of his coat
and top hat.
                                                            
                       MANGIAFUOCO
You're early.
                                                            
                       THE COACHMAN
I arrived precisely when I meant
to. Get them ready. Now.
                                                            
                       MANGIAFUOCO
Things are getting harder for me.
I grow weary of the same routine.
The bratty little orphans. I
despise them.
                                                            
                       THE COACHMAN
Then you should be grateful that I
have arrived early this evening.
                                                            
                       MANGIAFUOCO
The villages are growing more
suspicious of me. Word is
spreading faster than you
anticipated.
                                                            

66.

                       THE COACHMAN
And that is why you must keep
pressing on. You linger for too
long. Stop. If you no longer wish
to uphold your end of the deal...
                                                            
Mangiafuoco becomes even more visibly nervous.
                                                            
                       MANGIAFUOCO
No. Of course not. Not at all.
                                                            
                       THE COACHMAN
Very good. Then it's business as
usual. Correct?
                                                            
                       MANGIAFUOCO
Correct.
                                                            
                       THE COACHMAN
Good. I grow tired of having the
same conversation with you,
Mangiafuoco. You sorely test my
patience.
                                                            
                       MANGIAFUOCO
Apologies. It won't happen again.
                                                            
                       THE COACHMAN
See to it that it doesn't.
                                                            
The Coachman takes a coin purse out of his pocket and hands
it to Mangiafuoco, who slowly takes it.
                                                            
                       THE COACHMAN
Now, get those orphans ready.
                                                            
Mangiafuoco nods and heads for the tent.

The Coachman jumps back up onto his carriage.
                                                            
 
INT. TENT - NIGHT
                                                            
Mangiafuoco makes his way back inside the tent and he forces
a smile onto his face.
                                                            
                       MANGIAFUOCO
My dear children, there's been a
change of plans! I have an even
better surprise for you!
                                                            
                       LITTLE BOY
What it is?
                                                            

67.

                       MANGIAFUOCO
A treat beyond your wildest
dreams. Waiting outside for you is
a carriage to the Land of Play.
And guess what? Your parents said
you could go!
                                                            
                       LITTLE GIRL
What's the Land of Play?
                                                            
                       MANGIAFUOCO
It's a place where all your dreams
come true. Everything you've ever
wanted at your fingertips! No
rules! No adults! No school! All
fun! Are you ready?
                                                            
The children all begin cheering.
                                                            
                       MANGIAFUOCO
This way.
                                                            
Mangiafuoco motions for the children to go outside and they
all begin filing out of the tent.

As Romeo is about to exit, Mangiafuoco pushes him back,
stopping him.
                                                            
                       MANGIAFUOCO
Not you, boy.
                                                            
                       ROMEO
But you said I could -
                                                            
                       MANGIAFUOCO
Stay put!
                                                            
Mangiafuoco exits the tent, leaving Romeo there, upset.
                                                            
                       ROMEO
I'm not listening this time.
                                                            
 
EXT. TOWN - NIGHT
                                                            
Insp. Ufizi, Pazzi, Lupo, and Antonio make their way through
the streets, searching for Geppetto.
                                                            
                       INSP. UFIZI
Spread out. He can't have gone
far.
                                                            

68.

                       CONST. LUPO
He's long gone by now.
                                                            
                       INSP. UFIZI
No. He's still here. I know it.
                                                            
The group breaks apart, continuing their search through the
town.
                                                            
 
EXT. TOWN SQUARE - NIGHT
                                                            
Mangiafuoco ushers the children into the carriage and walks
up to the front of the carriage, looking at the Coachman.
                                                            
                       MANGIAFUOCO
I'll close up shop and will be
gone by morning.
                                                            
                       THE COACHMAN
Good. The next town is fifteen
miles away. I expect another
shipment in a week.
                                                            
While they're talking, in the background, Romeo sneaks
himself into the carriage, Pinocchio in his hands.

Mangiafuoco nods his head, returns to the carriage door,
closes it, and locks it.

The Coachman cracks his whip and the carriage is off.

Mangiafuoco heads back to the tent.
                                                            
 
INT. TENT - NIGHT
                                                            
Mangiafuoco enters the tent.
                                                            
                       MANGIAFUOCO
Come on, boy. Take it all down.
                                                            
Mangiafuoco looks around and sees that Romeo is not there.
                                                            
                       MANGIAFUOCO
Little bastard!
                                                            
Mangiafuoco furiously leaves the tent.
                                                            
 

69.

INT. MANGIAFUOCO'S CARAVAN - NIGHT
                                                            
Mangiafuoco bursts into the caravan, slamming the door
behind him.
                                                            
                       MANGIAFUOCO
I told you to stay put, you little
bastard!
                                                            
Mangiafuoco looks around to find the caravan empty. No
Romeo. More importantly, no Pinocchio.

Mangiafuoco laughs out of anger.
                                                            
                       MANGIAFUOCO
You don't know what you've done.
                                                            
There is a knock on the door.
                                                            
                       MANGIAFUOCO
Go away!
                                                            
Another knock.
                                                            
                       MANGIAFUOCO
Are you deaf? I said go away!
                                                            
The caravan door opens and Mangiafuoco turns around to see
who has to audacity to enter his caravan without permission.

Geppetto stands there, rage in his eyes.
                                                            
                       MANGIAFUOCO
You.
                                                            
                       GEPPETTO
I want my boy back! Where is he?!
                                                            
Mangiafuoco appears confused.
                                                            
                       MANGIAFUOCO
Are you mad? I have no boy! My own
ran off on me this very evening!
                                                            
                       GEPPETTO
You're lying. I'll ask just one
last time. Where is my boy? Where
is Pinocchio? You had your men
steal him from me!
                                                            
Realization hits Mangiafuoco.

He chuckles.
                                                            

70.

                       MANGIAFUOCO
You mean the puppet? My boy ran
off with him!
                                                            
                       GEPPETTO
He is no puppet! He's my son!
                                                            
Mangiafuoco laughs even harder.
                                                            
                       MANGIAFUOCO
Puppet. Son. Whatever you want to
call him, it's too late. He's
gone.
                                                            
Insanity takes over Geppetto and he launches himself at
Mangiafuoco, tackling him to the ground.
                                                            
                       GEPPETTO
Where did they go?! You tell me
where they went!
                                                            
Mangiafuoco just lays there, laughing.

In a rage, Geppetto grabs some puppet strings and wraps them
around Mangiafuoco's neck, strangling him.
                                                            
                       GEPPETTO
You tell me! You tell me right
now!
                                                            
Mangiafuoco struggles to get Geppetto off of him. Struggles
to breathe.
                                                            
                       GEPPETTO
Where is my son?!
                                                            
 
EXT. TOWN SQUARE - NIGHT
                                                            
Geppetto rushes out of the caravan, covered in blood, and
races to the front, grabbing one of the horses.

He jumps onto it, spurs it and rushes off into the night,
following the same direction the carriage went.

Insp. Ufizi rushes into the Town Square, blowing his
whistle.
                                                            
                       INSP. UFIZI
Stop! Stop at once!
                                                            
Geppetto pays no mind and just keeps riding.


71.

Insp. Ufizi blows his whistle three more times and then
enters the caravan.
                                                            
 
INT. MANGIAFUOCO'S CARAVAN - NIGHT
                                                            
Insp. Ufizi enters the caravan, looks around and then steps
back, shocked.

Mangiafuoco is in the corner, propped up by wires, dangling
like a puppet, beaten and humiliated.
                                                            
                       MANGIAFUOCO
Help me!
                                                            
 
EXT. TOWN SQUARE - NIGHT
                                                            
Insp. Ufizi rushes out of the caravan, horrified.

Const. Pazzi and Const. Lupo rush over to him, Antonio
following a moment later.
                                                            
                       INSP. UFIZI
Help here! We need help! Send a
doctor!
                                                            
                       CONST. PAZZI
What is it?
                                                            
                       CONST. LUPO
Did you find him?
                                                            
                       ANTONIO
Has he been harmed?
                                                            
Insp. Ufizi gathers himself.
                                                            
                       INSP. UFIZI
There is no saving this man. He is
completely insane. From now on he
is to be considered armed and
extremely dangerous to himself and
others. We must hurry before we
lose him. To the stable!
                                                            
Antonio looks to the caravan and Insp. Ufizi places his hand
on his shoulder.
                                                            
                       INSP. UFIZI
Trust me, my friend. You do not
want to see it.
                                                            

72.

Antonio nods his head and the group rush off, ready to
pursue Geppetto.
                                                            
 
EXT. LAND OF PLAY - NIGHT
                                                            
The Coachman's carriage rides through the Land of Play,
which has the appearance of an old, desolate carnival,
surrounded by forest, a lake not far in the distance.

There are several tents, a Ferris wheel, some swings, a fun
house, a freak show, and a carousel.

In the center is a large Big Top, the Ringmaster's Quarters
beside it.

Scattered throughout are old, decrepit clown statues.

All in all, it's unsettling and doesn't exactly brim with
life.

The Coachman jumps off of the carriage and walks away from
it.

Suddenly, lights flicker on, lightly illuminating the area
and an old phonograph begins to emit carnival music, adding
to the ambiance.

The Ferris wheel begins slowly revolving, creaking with age.

The Coachman returns to the carriage and unlocks the door.

His voice has now become haunting and raspy.
                                                            
                       THE COACHMAN
Here we are, children. Enjoy your
stay.
                                                            
The children rush out of the carriage and begin their night
of unrestrained fun.

Romeo slowly climbs out of the carriage, Pinocchio in his
arms.

The Coachman places his hand on Romeo's shoulder.
                                                            
                       THE COACHMAN
Come with me, little boy. I've got
something special planned for you.
                                                            
Romeo looks up at the Coachman's obscured face and smiles.

The Coachman leads him away.
                                                            
 

73.

EXT. COUNTRYSIDE ROAD - NIGHT
                                                            
Geppetto thunders through the countryside, determination and
madness in his eyes.
                                                            
                       GEPPETTO
Don't fret, Pinocchio! I'm coming!
I'm coming, my son!
                                                            
 
EXT. LAND OF PLAY - NIGHT
                                                            
The children are all running around, laughing, screaming,
playing, and having a good time.

Some go through the freak show.

Some play games inside the tents.

Others hop onto the Ferris wheel.
                                                            
 
INT. LAND OF PLAY, RINGMASTER'S QUARTERS - NIGHT
                                                            
The Coachman leads Romeo inside the tent and lights a few
lamps.

The room contains a pool table, some drinks, and cigars.
                                                            
                       THE COACHMAN
Play a while. I have something to
prepare. I'll beckon you when it's
time.
                                                            
The Coachman licks his lips disappears into the back room,
closing the curtain behind him.

Romeo looks around the room, beaming. He sets Pinocchio onto
the pool table and picks up a cigar.
                                                            
                       ROMEO
I've always wanted to try one of
these.
                                                            
                       PINOCCHIO
What's that?
                                                            
                       ROMEO
It's a stogie! Or something. My
master used to smoke these
whenever he was happy about
something, which wasn't often.
                                                            

74.

Romeo pops it into his mouth and strikes a match.

The flame from the match frightens Pinocchio and he backs
away, scared.

Romeo looks at Pinocchio, confused.
                                                            
                       ROMEO
What?
                                                            
                       PINOCCHIO
I don't like that!
                                                            
Romeo lights the cigar and quickly puts out the match,
easing Pinocchio's mind.

Romeo puffs and then spits out the cigar, gagging.
                                                            
                       ROMEO
Yuck!
                                                            
                       PINOCCHIO
No good?
                                                            
Romeo coughs, shaking his head.

He picks up a bottle, opens it, and takes a drink.

Pinocchio looks around.

Shadows dance on the walls and the sound of metal scraping
against stone breaks the silence.
                                                            
                       ROMEO
What's wrong with you, Candlewick?
                                                            
                       PINOCCHIO
I don't like it here. Something
bad's going to happen.
                                                            
                       ROMEO
Don't be such a worry wart!
                                                            
The lamps flicker a bit and The Coachman begins whistling in
the other room.

Pinocchio becomes even more uneasy.
                                                            
                       PINOCCHIO
I don't think Papa would like me
being here. He wouldn't think it's
safe.
                                                            

75.

Romeo shakes his head.
                                                            
                       ROMEO
Forget about your papa. He's not
here. Come on, let's play.
                                                            
Romeo motions to the pool table that Pinocchio is seated on
and Pinocchio jumps down.

Romeo picks up a pool cue.
                                                            
 
EXT. LAND OF PLAY - NIGHT
                                                            
Geppetto arrives at the Land of Play and his mind does him
no favors here.

He jumps off of his horse, looking around, terrified.

All around him, shadows move and create unnatural shapes.

The carnival music turns into a demonic serenade.

The lights spin and whiz around.

Paranoia. Claustrophobia. Dementia. Lunacy. These are the
feelings the Land of Play create for Geppetto.

His mind has fully snapped, and the hallucinations follow.
                                                            
                       GEPPETTO
Pinocchio!
                                                            
Children's screams erupt through the air, coming from the
freak show.

Geppetto runs to the freak show tent, darting inside.
                                                            
 
INT. LAND OF PLAY, FREAK SHOW - NIGHT
                                                            
As Geppetto enters the dim freak show tent, children run out
the other side.
                                                            
                       GEPPETTO
Pinocchio?
                                                            
Geppetto slowly makes his way through the freak show,
looking at the various disturbing fake exhibits, his mind
making them all the more real.

The FISHBOY(half man, half fish, like a disturbing mermaid)
begins thrashing about in his tank.

76.


Geppetto averts his eyes to the other side, where the
DEFORMED SIAMESE TWINS charge into their cage, causing
Geppetto to jump nearly out of his skin.
                                                            
                       GEPPETTO
No! Stop!
                                                            
Shrieks and screams and haunting laughs fill the air, as
well as the sound of a fast-beating heart.

Geppetto closes his eyes and runs towards the exit.
                                                            
                       GEPPETTO
Pinocchio!
                                                            
Just a he's about to reach the exit, a DEFORMED HAND reaches
out and grabs him.

Geppetto turns and looks in horror at the deformed ELEPHANT
MAN in front of him.
                                                            
                       ELEPHANT MAN
Leaving so soon? You've only just
got here! Stay with us! Where you
belong!
                                                            
The Elephant Man begins laughing and Geppetto screams,
wrenching himself free, running out of the freak show tent.
                                                            
 
EXT. LAND OF PLAY - NIGHT
                                                            
Geppetto runs out of the tent, weeping, and vomits.

He stands there a moment, breathing heavily, trying to
compose himself.
                                                            
                       GEPPETTO
Pinnochio! Where are you?!
                                                            
 
INT. LAND OF PLAY, RINGMASTER'S QUARTERS - NIGHT
                                                            
Pinocchio looks up, listening.
                                                            
                       PINOCCHIO
Did you hear that?
                                                            
Romeo sinks the 8 ball in a corner pocket.
                                                            
                       ROMEO
Hear what?
                                                            

77.

                       PINOCCHIO
Papa. I heard him.
                                                            
Behind them, the curtain is pulled open and the Coachman
steps out, his face still obscured by darkness.
                                                            
                       THE COACHMAN
I'm ready to give you your
surprise now, little boy.
                                                            
Romeo tosses his pool cue down.
                                                            
                       ROMEO
Oh boy. Can I bring Candlewick?
                                                            
Romeo grabs the lifeless puppet.
                                                            
                       THE COACHMAN
Of course. Whatever you desire,
little boy. Come.
                                                            
The Coachman rubs his hands together and motions for Romeo
to join him in the back room.
                                                            
 
EXT. LAND OF PLAY - NIGHT
                                                            
Geppetto stumbles through the Land of Play, completely
disjointed.

The clown statues all point and laugh at him, their faces
distorted and horrifying.

Children dart around the area.

Geppetto is so upset and disoriented, he doesn't even know
how to move or where to go.

He just spins in a circle, looking in all directions as
shadows and lights dance all around him, heartbeats echo,
and eerie laughs fill his ears.

Geppetto closes his eyes.
                                                            
                       LITTLE GIRL (O.S.)
Hey mister, are you okay?
                                                            
Geppetto looks opens his eyes and looks down at a LITTLE
GIRL staring up at him.

The world has stopped spinning and for a moment, everything
is normal.
                                                            

78.

                       LITTLE GIRL
You're not supposed to be here,
you know. No grown-ups allowed!
                                                            
Geppetto just stares at the Little Girl and he starts
laughing, frightening the Little Girl.

She runs away.
                                                            
                       GEPPETTO
Wait! I'm looking for my son!
                                                            
The Little Girl ignores him and disappears into the
darkness.

Geppetto turns around and begins walking around aimlessly,
with no idea where to even look.
                                                            
 
INT. LAND OF PLAY, RINGMASTER'S QUARTERS - NIGHT
                                                            
Romeo looks around the back room, which is empty save for
another man, a SLAVER.

Romeo hugs Pinocchio tightly.
                                                            
                       ROMEO
      (motioning to the
       Slaver)
Who's that?
                                                            
                       THE COACHMAN
This is going to be your new
friend, little boy. He's come to
take you to a place where you can
play together forever. Doesn't
that sound nice?
                                                            
                       SLAVER
Good looking boy. No doubt he can
work?
                                                            
                       THE COACHMAN
Of course. Price is firm.
                                                            
The Slaver hands The Coachman a coin purse and grabs Romeo.
                                                            
                       SLAVER
Come, boy.
                                                            
Romeo resists.
                                                            

79.

                       ROMEO
I think I'll just stay here with
the other kids.
                                                            
                       THE COACHMAN
Oh, really?
                                                            
 
EXT. COUNTRYSIDE ROAD - NIGHT
                                                            
Insp. Ufizi, Pazzi, Lupo, and Antonio thunder through the
countryside on their horses, desperate to find Geppetto
before others get hurt.
                                                            
                       INSP. UFIZI
Keep your eyes open! Look for any
signs of him! He can't be that far
ahead!
                                                            
They thunder on, the Land of Play becoming visible in the
distance.

Antonio looks at it.
                                                            
                       ANTONIO
Over there! What's that?
                                                            
Insp. Ufizi looks at it.
                                                            
                       CONST. PAZZI
I didn't know the carnival was in
town this year, sir!
                                                            
                       INSP. UFIZI
It's not.
                                                            
                       CONST. LUPO
Sure looks like it's in business
to me!
                                                            
                       INSP. UFIZI
Come on!
                                                            
The group take off towards the carnival.
                                                            
 
EXT. LAND OF PLAY - NIGHT
                                                            
Geppetto stumbles through the Land of Play, mumbling to
himself.

A scream erupts through the night air. The scream of a
little boy.
                                                            

80.

                       GEPPETTO
Pinocchio?!
                                                            
Geppetto rushes over to the sound of the scream, entering
the Ringmaster's Quarters.
                                                            
 
INT. LAND OF PLAY, RINGMASTER'S QUARTERS - NIGHT
                                                            
Geppetto rushes inside the tent, looking around frantically.
                                                            
                       GEPPETTO
Pinnochio, my son!
                                                            
There is sudden, jerky motion from behind the closed curtain
and Geppetto approaches it, tearing the curtain away.

The Coachman has one hand around Romeo's throat, choking
him. He raises the other and strikes him, knocking him to
the ground, blacking him out.

The Slaver darts out of the quarters, running into the
night.

The Coachman turns to face Geppetto, startled.
                                                            
                       THE COACHMAN
Who are you?!
                                                            
Geppetto just stands there, horrified.
                                                            
                       GEPPETTO
You...you bastard! How could you
put your hands on an innocent
child?!
                                                            
                       THE COACHMAN
What business is -
                                                            
                       GEPPETTO
How could you? And my son? You
monster!
                                                            
The Coachman stands there, unsure of what to do.

Geppetto looks him in the eyes and the Coachman backs up,
terrified by what he sees in Geppetto's eyes.

The Coachman trips over Romeo and falls onto his back.

Geppetto jumps onto him.


81.

The Coachman tries desperately to fight him off, bringing
out a knife from his belt.
                                                            
                       GEPPETTO
He's a child! You protect them!
You never hurt them! They're
precious! How could you do that to
my boy?!
                                                            
                       THE COACHMAN
Wait. Wait!
                                                            
Geppetto pries the knife out of the Coachman's hands and
brings it to his throat, slowly stabbing into it.

The Coachman gags and gargles, trying his hardest to stop
Geppetto. But it's no use.
                                                            
                       GEPPETTO
I'll show you pain, you monster!
Just you wait!
                                                            
Pinocchio looks up at Geppetto.
                                                            
                       PINOCCHIO
Papa...
                                                            
Geppetto looks at his son, crying.
                                                            
                       GEPPETTO
Pinocchio, my son. Close your
eyes, baby. I don't want you to
see this.
                                                            
The Coachman reaches up to grab Geppetto's throat, but
Geppetto slaps it away and begins stabbing.

Romeo slowly sits up, watching in horror. He begins sobbing
as Geppetto sets to work on the Coachman and Geppetto soon
joins in on the lamenting. Both beings becoming completely
ruined.
                                                            
 
EXT. LAND OF PLAY - NIGHT
                                                            
Geppetto slowly trudges out of the Ringmaster's Quarters,
carrying Pinocchio in his arms.

Both are completely soaked with blood.
                                                            
                       GEPPETTO
It's all right, my boy. You're
safe now. I've got you. Nobody
will ever hurt you again. I
            (MORE)

82.

                       GEPPETTO (cont'd)
promise.
                                                            
                       CONST. LUPO (O.S.)
There he is!
                                                            
Geppetto looks up and sees that Insp. Ufizi, Lupo, Pazzi,
and Antonio have arrived at the scene.
                                                            
                       INSP. UFIZI
Hold it right there!
                                                            
Geppetto takes off running towards the forest.
                                                            
                       ANTONIO
Geppetto, my friend! Stop! For
God's sake!
                                                            
Geppetto does not heed his friend.

Const. Pazzi draws his rifle and aims.

He fires, catching Geppetto in the leg.

Geppetto stumbles, but keeps right on running.
                                                            
                       INSP. UFIZI
Hold your fire!
                                                            
The group takes off running after Geppetto.
                                                            
 
EXT. FOREST - NIGHT
                                                            
Geppetto bursts from out of the brush, panting, limping,
clutching Pinocchio in his arms.

His pursuers' shouts echo through the night.

Geppetto huddles behind a large tree, trying to stay out of
sight.

Const. Pazzi and Const. Lupo step out from the brush,
looking around for him.

Geppetto looks down at Pinocchio.
                                                            
                       GEPPETTO
Don't fret, son. It will all be
over soon. Just stay quiet. We'll
get through this. Together.
                                                            

83.

Geppetto looks up at the sky, closes his eyes, and inhales
deeply.

He then looks from behind the tree.

Const. Pazzi and Const. Lupo turn their backs on him and he
takes off running.

He steps on a branch, which snaps and the two turn around
with a start.
                                                            
                       CONST. PAZZI
There!
                                                            
The two take off after him, Insp. Ufizi and Antonio
following.
                                                            
 
EXT. LAKE, SHORELINE - NIGHT
                                                            
Geppetto rushes towards the lake, a row boat docked on the
shoreline.

Geppetto sets Pinocchio into the boat and shoves the boat
into the lake, hopping in.

He begins rowing hard, quickly creating distance between
himself and the shore.
                                                            
                       GEPPETTO
It's all right, my son! We're
free!
                                                            
EXT. LAKE - HALLUCINATION
                                                            
Pinocchio looks around at the black, choppy water which
splashes into the boat.

All around them, they are surrounded by darkness.
                                                            
                       PINOCCHIO
Papa, I don't like this.
                                                            
                       GEPPETTO
It's only water, Pinocchio.
There's nothing at all to worry
about.
                                                            
Something hits the boat and it rocks.

Geppetto looks around, suddenly afraid.
                                                            

84.

                       GEPPETTO
Must've hit a rock.
                                                            
SOMETHING briefly surfaces, blowing water into the air
before disappearing in the black depths below.
                                                            
                       PINOCCHIO
What was that?!
                                                            
Geppetto smiles at Pinocchio, trying to assure himself.
                                                            
                       GEPPETTO
It was nothing. A fish.
                                                            
WHOOSH!

A GIANT WHALE TAIL rises out of the water, right in front of
their boat.

Geppetto freezes, terrified.
                                                            
                       PINOCCHIO
Papa!
                                                            
Geppetto clutches Pinocchio and the tale slams down.
                                                            
EXT. LAKE, SHORELINE - REALITY
                                                            
Back on the shoreline, Insp. Ufizi has flipped over the
rowboat, and is dragging the motionless Geppetto out of the
water and back onto the grass.

Geppetto clutches Pinocchio tight in his hands.

They never went anywhere.

Antonio stands over his friend.
                                                            
                       ANTONIO
Gepetto? Can you hear me? Gepetto?
                                                            
Insp. Ufizi pulls Geppetto onto his feet.

He tries to pull the puppet out of Geppetto's hands, but
Geppetto's grip is too strong.
                                                            
                       INSP. UFIZI
We have to take him to the asylum.
                                                            
Antonio looks into Geppetto's hollow, empty eyes.

There's nothing there.
                                                            

85.

                       ANTONIO
I'm so sorry, my friend. I tried.
                                                            
The group begins walking.
                                                            
 
EXT. LAKE - HALLUCINATION - NIGHT
                                                            
In Geppetto's mind, he is still in the lake, his rowboat
having been destroyed by the monstrous whale tale.

He and Pinocchio clutch to a shattered piece of the boat,
staying afloat.
                                                            
                       PINOCCHIO
Is it gone?
                                                            
                       GEPPETTO
I don't know. I think so.
                                                            
                       PINOCCHIO
I'm scared, Papa!
                                                            
                       GEPPETTO
I know. I am too. But we're
together.
                                                            
Geppetto smiles at Pinocchio.
                                                            
                       GEPPETTO
You're the best thing that ever
happened to me. And I love you
very much. You know that?
                                                            
Pinocchio nods his head.
                                                            
                       PINOCCHIO
I love you, too. You're the best
father ever.
                                                            
Geppetto smiles and begins crying.
                                                            
                       GEPPETTO
At least we'll always have each
other.
                                                            
Not far in the distance, another spurt of water shoots into
the air.
                                                            
                       PINOCCHIO
It's coming back!
                                                            
Pinocchio begins crying and Geppetto holds him even tighter.
                                                            

86.

                       GEPPETTO
Shh. Shh. Don't cry. It's okay.
Everything is fine.
                                                            
Geppetto looks down into the black water.

SOMETHING is coming up towards them fast, as signified by
the even darker mass rushing up towards the surface.

Terrified, Geppetto screams.

A HUGE WHALE breaks the surface, mouth open, swallowing them
whole.
                                                            
 
INT. ASYLUM - DAY
                                                            
Insp. Ufizi and Antonio leads Geppetto inside the asylum and
they are greeted by DR. MOUNSTRO.

He shakes their hands.
                                                            
                       DR. MOUNSTRO
Good day, I'm Dr. Mounstro, lead
doctor here at Collodi Asylum.
                                                            
Dr. Mounstro looks at Geppetto.
                                                            
                       DR. MOUNSTRO
And this is our patient?
                                                            
                       ANTONIO
Geppetto.
                                                            
                       DR. MOUNSTRO
Hello Geppetto. Welcome. My name
is Dr. Mounstro. I'm going to take
care of you now. We're going to be
great friends. Right?
                                                            
Geppetto doesn't say anything. Like a vegetable, he just
stares into space.

Dr. Mounstro looks at Insp. Ufizi.
                                                            
                       DR. MOUNSTRO
Non-responsive, I see. Violent
behavior?
                                                            
                       INSP. UFIZI
He brutalized a man, turning him
into a puppet, and killed another.
                                                            

87.

                       DR. MOUNSTRO
A puppet? My, my. Creative, aren't
we?
                                                            
Dr. Mounstro looks at the puppet in his hands.
                                                            
                       DR. MOUNSTRO
Well, now. That won't do at all.
                                                            
                       ANTONIO
We couldn't get it out of his
hands. He won't let his son go.
                                                            
Dr. Mounstro looks at Antonio, perplexed.
                                                            
                       DR. MOUNSTRO
His son, you say? Interesting.
                                                            
                       ANTONIO
He's delussional.
                                                            
                       DR. MOUNSTRO
You certainly could say that,
couldn't you?
                                                            
Dr. Mounstro grabs the puppet and begins to pull it out of
Ghetto's hands.

Geppetto begins thrashing around violently and shouting.
                                                            
                       DR. MOUNSTRO
Orderlies! I need a jacket in here
at once!
                                                            
Insp. Ufizi and Antonio struggle to hold onto Geppetto's
arms as Dr. Mounstro tries to pry Pinocchio from him.

Two ORDERLIES rush to Geppetto, a straight jacket in their
hands.

Dr. Mounstro pries the puppet out of Geppetto's hands and he
thrashes and yells more violently, breaking free of Insp.
Ufizi's and Antonio's grasp.

Luckily, the orderlies are there to stop him from attacking
Dr. Mounstro and they wrap him in the straight jacket,
quickly fastening it.

Dr. Mounstro looks at the puppet and then pulls on his coat,
composing himself.
                                                            

88.

                       DR. MOUNSTRO
Well, I can see isolation is in
store for you, Gepetto.
                                                            
Dr. Mounstro takes a syringe out of his coat and plunges it
into Geppetto's neck, injecting him with a fluid.
                                                            
                       ANTONIO
What's that for?
                                                            
                       DR. MOUNSTRO
It will calm him down, so he'll be
more...agreeable.
                                                            
Dr. Mounstro removes the syringe from Geppetto's neck and
hands it to an Orderly.
                                                            
                       DR. MOUNSTRO
See that it is properly disposed
of.
                                                            
Dr. Mounstro looks at Insp. Ufizi and Antonio.
                                                            
                       DR. MOUNSTRO
Thank you gentlemen for bringing
me the patient. I'll see to it
that he is properly taken care of.
He'll receive the best care and
treatment that science has to
offer, I assure you.
                                                            
Dr. Mounstro shakes Antonio's hand and then Insp. Ufizi's.
                                                            
                       DR. MOUNSTRO
Once I get him settled I'll of
course give him a professional
evaluation. I'll also need some
information from you so I can
better diagnose and treat the
patient.
                                                            
                       ANTONIO
Geppetto. He's my best friend.
Please take care of him. Geppetto.
                                                            
Dr. Mounstro looks at Antonio, smiling.
                                                            
                       DR. MOUNSTRO
Of course. Excuse us. I'll be
sending for you within a few days,
inspector. I understand you
brought in a boy with you as well?
                                                            

89.

                       INSP. UFIZI
Yes, sir. He was there when
Geppetto...you know.
                                                            
                       DR. MOUNSTRO
Interesting. I'll be sure to take
a look at him as well.
                                                            
Dr. Mounstro and an Orderly lead Geppetto away.

Antonio and Insp. Ufizi go to leave.
                                                            
 
EXT. ASYLUM - DAY
                                                            
Insp. Ufizi and Antonio walk out the large set of doors and
make their way down the walk way to the main gate, GUARDS
armed with rifles and pistols watching them.

It is overcast and breezy. A storm is brewing.
                                                            
                       INSP. UFIZI
I really am truly sorry about your
friend, Antonio. I wish we could
have reached him before it was too
late.
                                                            
                       ANTONIO
Yeah, me too. But he's gone. I
knew it that night. I just didn't
want to believe it.
                                                            
                       INSP. UFIZI
You know, they say that the mind
bends and twists in order to deal
with the horrors in life. I guess
Geppetto's just bent so much that
it snapped in two.
                                                            
Antonio nods his head.
                                                            
                       ANTONIO
The poor man. I wish there was
more I could do for him. More I
could have done for him to prevent
this from happening.
                                                            
Insp. Ufizi pats Antonio on the shoulder.
                                                            

90.

                       INSP. UFIZI
You did everything you could. You
stuck by him until the very end.
And now you've seen to it that he
gets the help he needs.
                                                            
                       ANTONIO
He'll be all right here, yeah?
This is a good place?
                                                            
                       INSP. UFIZI
The best place for him to be right
now, for his safety and everyone
elses.
                                                            
Lightning flashes and thunder rumbles.
                                                            
                       INSP. UFIZI
Come on, before it storms.
                                                            
A GUARD opens the main gate for them and they climb into
their carriage.
                                                            
                       ANTONIO
What of the boy?
                                                            
                       INSP. UFIZI
I don't think it's too late for
the boy.
                                                            
                       ANTONIO
Maybe there's something more I can
do for both of them.
                                                            
                       INSP. UFIZI
Best not to torture yourself too
much over it. You've done enough.
You're a good man, Antonio.
                                                            
Antonio smiles at Insp. Ufizi.

The carriage rides away.
                                                            
 
INT. ASYLUM - DAY
                                                            
Dr. Mounstro and the Orderly lead Geppetto to a padded room.

Dr. Mounstro grabs a large trash bin and waves Pinocchio in
front of Geppetto's face.
                                                            

91.

                       DR. MOUNSTRO
This is the source of your
problem. Your delusion. I hold it
in my hand. The best way to break
that delusion is to destroy the
source.
                                                            
Dr. Mounstro tosses the puppet into the bin and lights a
match.
                                                            
                       DR. MOUNSTRO
It's a puppet, Geppetto. Nothing
more than bits of wood and string.
It is not alive. It has no soul.
No heart.
                                                            
Dr. Mounstro takes out a match and lights it.

Geppetto stares at what's happening in front of him, seeing,
but at the same time not seeing.

A single tear rolls down his cheek.

Dr. Mounstro drops the match into the bin.

The flames slowly start to burn and then the puppet fully
ignites.

Geppetto just stands there, eyes open.

Dr. Mounstro and the Orderly turn to walk away.

Pinocchio starts to scream. It is a piercing, unearthly
sound.
                                                            
                       PINOCCHIO
I'm a real boy! I'm a real boy!
                                                            
Geppetto just sits there, staring.

The sound of a heart beat starts off loud and fast and
gradually slows and then stops.

Geppetto is completely catatonic.
                                                            
 
EXT. COUNTRYSIDE HILL - DAY
                                                            
The stump of the tree sits dully against the backdrop of a
gorgeous sunset.

The sky quickly turns dark and it begins to thunder.
                                                            

92.

INT. UNDERGROUND
                                                            
Under the hill, the large twisted mass of heart-shaped roots
slowly throb to the beat of a heart.

The beating slows and then finally stops.

The roots slowly whither, shrivel up, and die.
                                                            
 
INT. ASYLUM, COMMON ROOM - DAY
                                                            
Geppetto stands at the large window overlooking a hill.

He stares blankly, looking at everything and seeing nothing.

The sky is bleak and overcast.

Dr. Mounstro stands in the corner, observing him.

Antonio enters the room with Romeo, slowly shuffling him
over to Geppetto.

Dr. Mounstro looks to Antonio, nodding his head.
                                                            
                       ANTONIO
This is Romeo, Geppetto. He really
needs a friend right now.
                                                            
Antonio slowly backs away, joining Dr. Mounstro to watch the
two of them intently.

Romeo, like Geppetto, stares out the window blankly.

Ever so slowly, his hand creeps over towards Geppetto, and
lightly grips it.

Something stirs in Geppetto, a tear slowly trickling down
his face.

The sun penetrates through the clouds and the two stand
there, silhouettes of father and son amid the blazing
sunlight.

In the distance comes the faint sound of a heart beginning
to beat.
                                                            


FADE OUT.


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From Reed Coverdale Date 1/13/2010 ***
Not bad!

From Clavette and Purvis Date 12/17/2009 ****
This is a very good script. I like it! very discriptive and interesting from the very beginning!


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