NOBODY IS LISTENING TO THIS MUSIC PODCAST episodes:

• November 22, 2022Fleshwater: We're Not Here To Be Loved

  A QUIET PLACE

  Screenplay by

  Bryan Woods, Scott Beck & John Krasinski

  Story by

  Bryan Woods & Scott Beck

  BLACK

  We hear, very clearly, the sound of light wind.

  1 EXT. TOWN - MAIN ST. - LATE AFTERNOON 1

  We come up on... a streetlight. There is no illumination...

  and no movement. We hold on it for a long moment when

  suddenly... The streetlight bobs... and then begins to sway.

  We slowly begin to rise up on the streetlight to reveal... a

  small bird has landed on it. We continue to rise to reveal,

  behind the bird...

  Wind blows through the gargantuan evergreens that seem to

  engulf the narrow main street of a small town in upstate New

  York. Shop windows and cars on either side covered in dust,

  the place seems frozen in time. There is no movement.

  In the very middle of the road one can see... sand. A bizarre

  incongruity, a long pathway about a shovels width runs the

  full length of the street with offshoots into open doorways

  of some of the shops.

  We hold for a long moment:

  2 INT. GENERAL STORE - FRONT - LATE AFTERNOON 2

  Slowly pushing through the doorway of a large general store,

  also covered in dust. To the left, a cash register with small

  shelves of nearly empty candy boxes below. To the right, a

  towering shelf full of bags of potato chips, nacho chips and

  pretzels... None are missing.

  3 INT. GENERAL STORE AISLES - LATE AFTERNOON 3

  WE MOVE SLOWLY across the floor, down the middle of a general

  store. Amid the towering shelves of goods on either side, one

  may recognize a barely perceptible pattern of which shelves

  are bare and which are not. There is no movement. No sound.

  Suddenly... TINY FEET JUMP INTO OUR MOVING FRAME! Then, as

  fast as they appeared... They're gone.

  WE NOW MOVE UP the side of the store, looking down one

  aisle... and the next. As we arrive at the next aisle we

  catch a glimpse of... A SMALL DARK FIGURE!!! And then its

  gone.

  WE CONTINUE along the side of the store until we arrive at

  the last aisle. At the far end of the store we see...

  2.

  a counter. With a window. And shelves. Suddenly... A WOMAN

  APPEARS IN THE WINDOW!

  WE GO CLOSE ON THE WOMAN as she scans the shelves, slowly

  lowering herself to the ground until behind her we see... an

  8 year old boy sitting slumped against the wall... HE IS

  BAREFOOT. On closer inspection we see sweat on the boy's

  brow, his skin pale from fever. The woman's knee touches down

  on the ground next to the boy as... she sees what she's been

  looking for. She reaches out her hand.

  WE GO CLOSE ON HER HAND as it reaches toward a shelf... of

  orange prescription drug bottles. Her hand suddenly begins to

  shift certain bottles ever so slightly... AT A BIZARRELY SLOW

  PACE... she does not make a sound. As she does this, we get

  our first glimpse... of names. Names of drugs. Names... of

  people.

  HER HAND finally arrives at the very back of the shelf as she

  gently twists a bottle that reads... AMOXICILLIN.

  ON THE MOTHER... as she inhales slowly? And then, as if

  doing surgery, she slowly closes her hand around the bottle

  and GENTLY begins to move it through the shelf toward her.

  Her hand, once again moves incredibly slowly, her now wider

  closed hand shifts even more bottles as it passes. JUST as

  she gets to the end of the shelf a bottle shifts... with a

  RATTLE of pills. This is the first, deliberate sound we've

  heard. The mother... FREEZES!!!!

  WE RACK FOCUS to the boy on the ground, who now looks up...

  with panic. The mother's eyes look all around the room...

  The way one does when they are waiting for something...

  LISTENING for something. After a long moment... she pulls

  the bottle in her hand the final few inches... and off the

  shelf.

  The mother draws a huge breath of relief. As she stands up,

  we reveal, just over the counter... TWO EYES LOOKING UP AT

  HER!!!

  4 INT. AISLE - LATE AFTERNOON 4

  A 10 year old girl stands on her toes, barely able to see

  over the wooden counter to... her mother. She smiles at her

  mother... and gives her a thumbs up. With that... she's off.

  WE FOLLOW HER as she runs lightly through the store... she is

  also barefoot.

  The GIRL turns down an aisle to reveal... a small boy sitting

  on the floor... He too is barefoot.

  3.

  As the girl approaches we see, in the thick dust on the floor

  he has drawn... a rocket ship. She sits with him.

  He silently puts his hand to his chest, palm to the side...

  crosses his first two fingers of his other hand with

  deliberate focus... and then slowly puts his two hands

  together. He then looks up at her... and quickly shoots his

  crossed fingers into the air... like a rocket. She beams

  with pride for a moment and then... Signs back to him.

  DAUGHTER (SIGNING)

  Very good job!

  BOY (SIGNING AS BEST WE CAN)

  ....That's how... we get away.

  The girl's smile falls ever so slightly. Then the boy

  suddenly... TAPS her on the shoulder and scurries away...

  She's "it".

  As the girl slowly gets up to follow him, we see for the

  first time... A HEARING AID...

  The boy disappears around a corner...

  5 INT. NEXT AISLE - LATE AFTERNOON 5

  The girl comes around the tall shelf into the next aisle when

  suddenly... her eyes go wide!!! What she sees is the boy

  standing on a small box, STRETCHING to reach a toy on a high

  shelf. She walks quickly to him when suddenly... the toy

  FALLS.

  The girl instinctively SLIDES to the ground and catches the

  toy JUST as it's about to hit the ground! On her face we can

  see she is TERRIFIED! She closes her eyes, taking a breath

  with relief. When she opens them, in the foreground, we see

  the toy she is holding... a small TOY SPACE SHUTTLE. Then in

  the distance past the toy we see... a FIGURE.

  She sits up to see a man standing outside the door of the

  general store, holding a large box with what looks like a

  quilt hanging out of it. A look of fear on his face...

  softens, as he mimes wiping his brow with relief. She smiles,

  puts the toy back on a shelf and runs to him.

  6 INT. GENERAL STORE - FRONT - LATE AFTERNOON 6

  The father gently puts the box on the ground and pulls back

  the pieces of thick quilt to reveal that all the contents are

  actually wrapped in it.

  4.

  He then reaches for a LARGE HIKING BACK PACK, and begins

  transferring the contents of the box into the bag. As he

  does, we see... cans of food, a variety of prescription

  pills, bandages and wrapped syringes.

  The girl arrives at his side and excitedly starts rummaging

  through the box as well. As she does, we see... thick

  paintbrushes, bottles of glue, bottles of lighter fluid and a

  stack of old newspapers. Then... her face lights up. From

  the box, she pulls out a SALVAGED SECURITY CAMERA with wires

  exposed. The girl gives it a brief once over and then

  removes... two exposed CIRCUIT BOARDS, very obviously only

  recently removed from whatever appliance they belonged to.

  The girl scans the boards with a voracity, pointing out to

  the father particular areas of interest. Her father can't

  help but smile.

  Suddenly, the box of Amoxicillin comes into frame and is

  placed on top... along with two boxes of sugar. The father

  looks up at his wife. After a beat... she signs:

  MOTHER (SIGNING)

  For my tea.

  He just keeps looking at her.

  MOTHER (SIGNING) (CONT'D)

  Fine. I have a sweet tooth.

  The father smiles and is about to close the bag when... a

  candy bar is placed on top.

  DAUGHTER (SIGNING)

  Me too!

  The father looks up at her with fake incredulity. Suddenly

  the sick son in his mother's arms weakly signs:

  OLDER SON (SIGNING)

  Me too.

  The whole family laughs silently as the daughter GENTLY takes

  another candy bar from a box below the cash register... We

  can now see why the boxes are almost empty.

  The father looks back to his arriving four year old son,

  expecting the same, but from behind his back the young boy

  reveals... the toy space shuttle.

  With a sweet empathy the father reaches for the toy... and

  shakes his head no. He turns the toy over and silently

  explains it has batteries... this toy can make noise.

  5.

  The little boy watches, confused... hurt, as his father

  gently places the space shuttle on the counter. And then

  gently grabs a big lollipop and puts it in the bag for the

  boy.

  The mother hands their sick son to the father who picks him

  up and walks out. The mother kisses her 4 year old on the

  head, shuffles the hiking bag onto her back and walks out

  too.

  The daughter looks at the boy as tears begin to fill his

  eyes. She smiles and signs:

  DAUGHTER (SIGNING)

  It's ok.

  The boy shakes his head no.

  After a moment... the girl looks back to see if her parents

  are there. She then reaches up and takes the shuttle down

  from the counter. With wide eyes her little brother watches

  as she surgically removes the batteries... and places the

  shuttle in the hood of her brother's sweatshirt. Covering it

  from view, she holds a finger up to her lips in the

  obligatory big sister way of telling him not to get her in

  trouble... He beams!

  She then stands up and places the batteries back on the

  counter, smiles at her brother and gestures "let's go".

  7 EXT. MAIN STREET - LATE AFTERNOON 7

  The daughter exits the General Store and follows her mother

  and father, who are walking down the street only stepping on

  the sand path. Their steps are almost silent.

  After a moment... her four year old brother follows behind

  her. We watch everyone walk in total silence.

  Then...

  8 INT. GENERAL STORE - LATE AFTERNOON 8

  We slowly push in to the counter of the store and then

  realize... THE BATTERIES ARE GONE!

  9 EXT. ROAD - LATE AFTERNOON 9

  A long road slices its way through a heavily wooded area,

  which further blocks the already fading sun.

  6.

  In WIDE PROFILE we see the family walking in a line,

  continuing only on a sand path. The father is in front

  carrying their sick son, then the mother with the backpack,

  then their blonde daughter... and trailing a bit behind

  rumbles their robust 4 year old.

  10 EXT. BRIDGE - LATE AFTERNOON 10

  From the ground we look up at an old and rusted bridge

  towering over us eerily... the sand path continues across it.

  WE TRACK WITH THE FAMILY as they walk across the bridge...

  There are minor creaks underneath the sand.

  Suddenly we see... the four year old stops just before the

  entrance of bridge. The family continues... not seeing him.

  WE FOLLOW THE BOY'S HANDS as he fishes around in his hood and

  pulls out... THE TOY SHUTTLE.

  HEAD ON, we walk with the father, each member of his proud

  brood can be seen walking behind him. We can hear his

  strained breath... and the tiniest swish of the footsteps in

  sand.

  HEAD ON, walking with the daughter... we now suddenly hear

  nothing. As she looks to be in her own world... So we are in

  hers. A smile breaks on her face as she walks and breathes in

  total silence. We walk with her for a long moment, when

  suddenly behind her...

  A FLICKERING RED AND BLUE LIGHT.

  The girl does not turn. She just keeps walking. Still

  smiling. As she looks up to her mother, we go into:

  SLOW MOTION

  - FROM THE GIRLS'S POV, we see her mother and father spin

  around with a frantic shock on their faces.

  - BACK ON THE GIRL. She looks confused at her parents

  behavior... LIGHTS AGAIN FLASH EERILY BEHIND HER.

  - ON THE FATHER rushing to put the boy on the ground and

  turning to run.

  - ON THE MOTHER, spinning around with terror in her eyes...

  she looks to be holding in a SCREAM.

  - BACK ON THE GIRL slowly beginning to turn around at what

  her parents could be looking at as we:

  7.

  SPEED BACK UP TO NORMAL

  A loud playful beeping rushes in... from the blinking

  shuttle.

  Then, from the woods we hear... THE MOST UNMISTAKEABLE

  HORRIFYING.... SCREEEEEEEECH!!!

  - ON THE MOTHER as she slowly lowers the backpack to the

  ground... and her legs begin to fail her.

  - ON THE FATHER running, violently shaking his head... It

  looks like he's HOLDING IN A SCREAM.

  - THE TREES BEHIND THEM... RUSTLE AND SNAP as something

  barrels through.

  - ON THE BOY... holding up his space ship proudly to his

  incoming father... an enormous smile on his face.

  - ON THE FATHER... 20 feet away... his face is a still frame

  of pure fear as he runs to camera. Then:

  THE MOST IMMEDIATE AND TERRIFYING COMBINATION OF SOUND ONE

  COULD EVER IMAGINE.

  ... A SHRIEK?... A SCREAM? ... A CRUNCH? Then...

  ON THE FATHER as... a thin line of blood splatters on his

  face.

  - Mid run, the father's body immediately goes limp... failing

  him as he comes to a halt just in front of camera.

  - Then, as quickly as it came... THE SOUND IS GONE.

  - IN WIDE PROFILE, The father stands lifeless... The two

  children stand frozen with fear... the MOTHER drops to her

  knees and... a space shuttle blinks silently in the sand.

  The four year old... IS GONE.

  Once again... only the wind can be heard.

  BLACK.

  8.

  SILENCE.

  FADE IN: TITLE

  A QUIET PLACE

  9.

  Still in BLACK... A new sound... Almost like that of the

  ocean.

  11 EXT. BEACH - LATE AFTERNOON 11

  The new sound continues. In the last of the day's sunlight:

  WE TRACK, LOOKING STRAIGHT DOWN, on... what appears to be an

  empty beach. The pink lit sand, now combined with a sound

  like the ocean, feels serene, almost otherworldly.

  Slowly coming into frame, we see the face of... the daughter.

  This is REGAN ABBOTT. Her hair is much longer. She is now

  TWO YEARS OLDER, 12. She just looks... different.

  REGAN lays in the sand with eyes closed... but she is not

  asleep.

  With her brow furrowed and her closed eyes darting back and

  forth she looks oddly pained... almost as if she is wishing

  herself to another place.

  There is movement in her hands as her fingers caress an

  object.

  Her eyes suddenly POP OPEN as she sits up violently CLOSE UP

  INTO OUR FRAME! She looks around with eyes wet and red,

  attempting to regain her bearings.

  WE SLOWLY MOVE AROUND her to see what she sees and are met

  with... a jarringly incongruous landscape! Instead of a

  glistening ocean, there in front of REGAN stand the tall

  swaying stalks of... A CORNFIELD.

  As REGAN looks to her lap WE SLOWLY TRAVEL DOWN to reveal...

  she is holding THE TOY SHUTTLE. As she maneuvers it through

  her fingers we see the shuttle is damaged... there are 2

  large gouges in the fuselage.

  Suddenly... Something startles her as she snaps her head to

  the side!

  WE GO CLOSE on her hand driving the TOY SHUTTLE into the

  sand, not wanting it to be seen. Now ONLY THE SHUTTLE'S TAIL

  is exposed in the foreground as we see a figure walking

  toward REGAN.

  Coming into focus is... her mother. This is EVELYN ABBOTT.

  EVELYN too has changed. Hair longer... frame lower. She

  carries a basket of vegetables. She is bare foot.

  EVELYN stops and looks down at her daughter giving her a

  comforting smile. REGAN can't seem to return the same.

  10.

  EVELYN gently gestures with her head. REGAN nods... and

  EVELYN walks on. After a moment... REGAN places the TOY

  SHUTTLE into the large pocket in her dress and follows her

  mother. As she goes:

  WE PAN TO FOLLOW REGAN as she joins her mother and then

  SLOWLY RISE to reveal that the two women are walking along...

  A LONG AND WIDE SAND PATH IN THE MIDDLE OF A FARM! In the

  distance we can see they are heading to... A WEATHERED RED

  BARN.

  WE END OUR RISE just as we reveal in the foreground...

  Christmas lights? Like parallel telephone wires, 2 cables of

  large bulbs, one with red and one with white. They dance

  playfully in the wind.

  12 INT. TRUCK - LATE AFTERNOON 12

  CLOSE UP PROFILE of a steering wheel in the foreground. A

  weathered CHEVY emblem reflects the fire orange sky in the

  background.

  HANDS come into frame and gently grip the steering wheel.

  The right hand then slowly moves to the ignition block... and

  turns. There is no sound. After a moment, the hand turns

  again...again without sound. The hand turns a third time...

  this time, the hand begins to bob ever so slightly... as if

  the old car has started up. As the hand retracts:

  WE PULL BACK to reveal... The little brother. This is MARCUS

  ABBOTT, now 10. Moving ever so slightly, MARCUS is obviously

  pretending to drive... though his impassive face betrays the

  idea that he is having any fun. MARCUS seems to have aged

  much more than the mere 2 years. His vacant eyes tell us a

  large toll has been taken on him, though perhaps not as

  easily recognizable on the exterior.

  13 EXT. TRUCK - LATE AFTERNOON 13

  WE MOVE SLOWLY IN POV along another large sand path with high

  grass on either side when suddenly it opens up into a large

  clearing and we see... a tractor?... Shells of untouched farm

  equipment litter the open area.

  WE SLOWLY MOVE LEFT, making our way through, what is now

  nothing more than an eery farming vehicle graveyard.

  Suddenly... A DARK FIGURE ENTERS THE FRAME.

  11.

  14 INT. TRUCK - LATE AFTERNOON 14

  MARCUS's hands move silently along the steering wheel as he

  stares out the windshield. His body moves ever so slightly,

  his face... relaxes... the hint of a smile. For a moment we

  could almost believe he is driving. His eyes routinely check

  the side mirror, then the rearview mirror... then stop. His

  hands... and face fall.

  THROUGH THE REAR VIEW MIRROR, we see a figure standing behind

  the truck amidst the sea of farm equipment. Behind the figure

  we see... A TOWERING SILO.

  15 EXT. TRUCK - LATE AFTERNOON 15

  OVER THE DARK FIGURE onto the truck as we see MARCUS expertly

  slip out of the cab window of a VINTAGE CHEVY PICKUP that

  sits at the edge of a DESCENDING DRIVEWAY connecting to the

  road that heads back toward the BARN. He lands in the sand

  without a sound and begins to walk, head held low, toward the

  dark figure... who reaches his hand out and briefly touches

  Marcus' shoulder. Marcus walks straight past.

  As MARCUS exits we BOOM UP the dark figure as it turns,

  revealing... LEON ABBOTT (LEE), 38. LEE too has changed,

  though much more obviously. He has lost weight on his strong

  farmer frame, he wears a beard and his sunken eyes indicate

  that he hasn't slept well... in a long time.

  WE PULL BACK WIDE to reveal the sea of farm equipment sits in

  front of a long, dilapidated, work shed roof... a makeshift

  repair shop. The word `REPAIR' is written in flaking white

  paint that clings to the wood above.

  16 EXT. BARN - SUNSET 16

  The line of Christmas lights dance in the foreground.

  WE TILT DOWN to see that the lights run right in between...

  two towering doors of a weathered red BARN. The doors have

  been left open by a gap of just over 2 feet. The edges of

  the doors... are wrapped in foam...

  Suddenly MARCUS walks into frame... and enters the barn.

  17 INT. BARN - SUNSET 17

  WE TILT DOWN from the lines of unilluminated Christmas lights

  running below the high reaching ceiling and...

  12.

  ONTO MARCUS' BACK as he walks through two heavy quilts at the

  entry of the barn hanging from the ceiling. Through the

  quilts, a dirt floor guides us through this... barn? The

  surroundings are too difficult to fully comprehend at first

  glance.

  To the left are several large horse stalls. WE QUICKLY PAN

  INSIDE to see they are now... bedrooms. Mattresses,

  perfectly made up, lie on the floor next to lamps and small

  stacks of books. Clothes on hangers dangle between each of

  the bars providing not only storage, but limited privacy.

  To the right is a large pen with railings. Once a holding

  area for cows awaiting milking, it is now... a living room.

  Hay bales draped in blankets and old wooden chairs surround

  an overturned pig trough, now serving as a coffee table

  covered in books and dripping candles.

  As MARCUS continues we notice the walls. Every inch is

  meticulously covered in a bizarre but elegant cornucopia

  of... trash. Foam, cardboard, and old newspapers are glued to

  the wall in thick layers.

  If one were able to look past the obvious first assumption of

  a hovel or domicile of hoarders, they would see almost... a

  deliberate beauty in the decor... A warmth. This is a well

  maintained and loving... home.

  WE FOLLOW ON MARCUS' BACK as he suddenly comes to... A

  MATTRESS LAYING ON THE GROUND? MARCUS bends down and after a

  brief struggle pushes the mattress to one side to reveal... A

  large hole...

  WE FOLLOW JUST BEHIND MARCUS... as he descends down the

  ground...

  18 INT. BARN - SAFE ROOM - SUNSET 18

  WE NOW SEE MARCUS has descended a makeshift stairwell into...

  A small excavated room illuminated by work lights. Lodged up

  against the walls and across the ceiling are wooden beams.

  In between each beam are varying stages of an elaborate

  process of insulation and sound proofing that consists of a

  thick layer of newspaper as a base and then blankets and

  pillows squeezed in on top. There is a hay bale up against

  one wall and a mattress leaned up against another.

  In the middle of the room, MARCUS walks past... EVELYN, who

  is bent over behind an odd wooden box. Suddenly she stands

  up, holding a beautiful and delicate... baby mobile.

  As she turns and reaches the mobile high in the air to a beam

  above her we get a clear shot... of her protruding belly.

  13.

  Even a layman guess would put her over 8 months. EVELYN

  gently taps the mobile as we:

  ARE NOW CLOSE ON the small ducks and clouds moving through

  the air, EVELYN below looking up... with a smile.

  MARCUS sits down next to REGAN who is on the floor next to a

  stack of old newspapers and bottles of glue.

  She removes a large sheet of newspaper from a plastic tray of

  glue, lets it drip... and then applies it to the wall with a

  thick paintbrush. As she moves the paintbrush vertically down

  the dripping white, a piece of an image can be seen... It is

  a bra ad. REGAN slowly looks over to MARCUS... who stares at

  it.

  BACK ON EVELYN as she removes the top of the odd wooden box.

  WE FOLLOW her hands in to reveal... a heavily quilted inside

  with adorable baby blankets, a small teddy bear... and a

  clear plastic air mask??

  EVELYN's fingers fumble with something in the corner until

  she finally threads through... a thin plastic tube... and

  connects it to the air mask. It looks similar to an

  emergency breathing apparatus one might see in an ambulance

  or hospital... because it is.

  BACK ON MARCUS, as he now removes a large piece of dripping

  newspaper out of the tray and places it on the wall. Like his

  sister, he swipes his thick paintbrush vertically down the

  dripping white, this time partially revealing a front page

  headline. It reads...

  `AGE OF MASS'

  MARCUS looks at it inquisitively... and then swipes the

  paintbrush horizontally across the whole headline.

  It reads:

  `IMAGE OF MASSACRED MILITARY SHOCKS THE WORLD'

  MARCUS freezes... then looks below to see the top of a grainy

  newspaper photograph. All we can make out is... a twisted

  human arm. His hand slowly begins to shake as he raises the

  paintbrush to reveal the rest of the image... when suddenly:

  A PILLOW FLIES INTO FRAME!!!!!!

  MARCUS JUMPS!!!!!... Only to see his mom holding a pillow

  over the newspaper with a knowing look. After a beat, she

  hands MARCUS a long piece of tape to secure the pillow to the

  wall.

  14.

  19 EXT. REPAIR YARD SILO - ROOF - SUNSET TO DUSK 19

  ON THE BACK OF... LEE, perched on what looks like the top of

  the world.

  From this great height we get our first WIDE SHOT of the

  large farm that we now see sits in a clearing on a ridge...

  surrounded by the tangled forest of the APPALACHIAN

  MOUNTAINS.

  A puff of smoke rises from LEE's silhouette as he suddenly

  raises a hand into frame... and checks his watch. A moment

  later... As if on cue...

  A line of CHRISTMAS LIGHTS flicker to life above the wide

  sand path REGAN was laying on.

  Another line of white Christmas lights flicker on... this

  time revealing a path that connects the weathered red BARN...

  to an old white FARMHOUSE. Then another line of lights...

  and another! Like the image of a city power grid coming back

  to life, we see a labyrinth of countless sand paths,

  meticulously laid out, illuminate all over the farm in a

  beautiful expanse.

  NOW IN PROFILE, LEE stares down... seemingly at nothing. The

  unfiltered cigarette burns to his fingers, causing LEE to

  snap out of his stupor. He looks around at the horizon, it is

  officially sundown. He reaches for a plastic bottle of...

  Lighter fluid... and sprays all its contents into a shallow

  metal drum in front of him.

  Another cigarette appears from below frame. He puts it in his

  mouth and then reaches his hands... into his jacket. His

  right arm jiggles slightly. There is no sound. His arm

  jiggles again. Then from his jacket, LEE pulls... a FULLY LIT

  LIGHTER, that he protects from the wind. He lights his

  cigarette and then leans his hands to the metal drum... A

  HUGE FLAME ERUPTS.

  In the glowing orange we see LEE take a long drag of his

  cigarette. His face has no affect. After several moments the

  flame begins to weaken and slowly fade.

  Suddenly, far FAR off in the distance on the ridge... ANOTHER

  FLAME ILLUMINATES. LEE doesn't even look up. Then, miles

  past the first... ANOTHER FLAME!... THEN ANOTHER! Until we

  can see behind LEE 5 glowing fires scattered far off across

  the ridge.

  ON LEE as he glances over and registers... then back to

  staring front as we:

  15.

  MOVE AROUND BEHIND him to see where his gaze is focused.

  Then... we see it. There, in his left hand LEE holds... A 5X6

  nursery school photo of a 4 year old boy.

  LEE takes a last drag of his cigarette... and then places the

  photo in a small box at his feet.

  WE ARE TIGHT ON THE BOX as LEE stands and walks toward two

  curved bars on the side of the SILO. He turns around... and

  begins to descend A LADDER.

  WE HOLD ON THE SMALL BOX... then just as LEE's head

  disappears... WE SLOWLY BEGIN TO RISE.

  Now looking at the opposite side of the ridge than we did in

  the beginning, the rising moon's light now spills across the

  vista of rock and trees and onto an enormous and bizarrely

  out of place.... CRATER!

  WE HOLD ON THE CRATER FOR A LONG MOMENT... Then:

  20 INT. BARN - LIVING ROOM - NIGHT 20

  WE ARE CLOSE on a small mound of dirt. Suddenly two hands

  covered in winter gloves enter frame and begin to dig down

  about 3 inches to reveal... a plank of wood.

  WIDER NOW, we see EVELYN on her hands and knees just behind

  the living room set up in an open, very make-shift kitchen.

  One wall of shelves cluttered with stacks of paper plates,

  bowls and cups. Another wall is a workbench acting as a

  counter top and a mid 70's refrigerator.

  EVELYN extracts from the dirt a long wooden box. Beneath

  it... red hot rocks let off a combination of steam and smoke.

  EVELYN brings the box to the counter top and carefully lifts

  the lid to reveal... a perfectly cooked fish with lemon and

  rosemary and garlic scattered all around.

  21 INT. BARN - BEDROOMS - NIGHT 21

  WE TRACK with REGAN as she walks down the row of horse stall

  bedrooms.

  REGAN arrives at the threshold of LEE and EVELYN's bedroom.

  LEE is faced away from her, washing his face in a long trough

  like sink that runs the length of the room. Suddenly,

  through the mirror leaning on the wall, LEE sees her... But

  does not turn.

  16.

  Through the mirror, the two of them looking silently at each

  other for a moment too long... it is heartbreaking.

  REGAN pathetically gestures "eating". As LEE nods, trying to

  muster a polite smile we can see very clearly... something is

  broken.

  LEE wipes his face with a towel and then turns to face... an

  empty doorway.

  22 INT. BARN - TABLE - NIGHT 22

  The family sits down together for dinner... around an old

  workbench. Their heads bowed in prayer, after a moment

  EVELYN lifts her head and they begin to eat. There are no

  plates. The food sits on various children's plastic

  placemats. There are no utensils... The family uses only

  bread to collect food. We slowly pull back on this silent...

  but comfortingly familiar scene.

  23 INT. BARN - LIVING ROOM - NIGHT 23

  REGAN and MARCUS lie on the floor playing... Monopoly.

  By the dim light of an oil lantern... we can see the game's

  board is the same, but the pieces are small colored bobbles

  of wool, the kind you would find on a children's Christmas

  sweater. The houses and hotels are empty sugar packets, blue

  and pink. And the money?... Small pieces of green, red, blue

  and orange fabric rectangles... all equally sized.

  MARCUS is five spaces away from his sister's hotel on

  Boardwalk. He takes a sip of water and places the cup on top

  of a tall crate being used as a makeshift side table. MARCUS

  looks at his sister, who can't hide her smile. He mimes a

  prayer before rolling the dice on the dirt floor, where it

  makes no noise............... 5!

  MARCUS slowly looks up to REGAN, knowing his fate. REGAN

  smiles pointedly and then reaches for MARCUS' money. As

  MARCUS thrusts his arm back to protect his bank, his elbow...

  hits the oil lantern!!

  A BOOMING CRASH!!!! As the oil lantern hits the ground and

  shatters. THE SOUND FEELS HUGE!.. AS IT IS THE FIRST BIG

  SOUND WE'VE HEARD! FIRE ERUPTS ON THE FLOOR!!! The children

  stare frozen in horror!

  LEE immediately jumps up from the table and instinctively

  grabs a quilt and throws it on the fire. With a few silent

  pats... the fire is gone.

  16A.

  SILENCE.

  EVERYONE FREEZES!!!!... NO ONE IS BREATHING!!!

  REGAN shoots MARCUS a look... of concern. MARCUS shoots LEE a

  look... of terror. LEE shoots a look... to the roof.

  17.

  ON LEE as he stands up INTO frame. He has almost physically

  transformed from a man... into protection incarnate. He

  slowly raises a stiff finger to his lips, his body so

  tense... it looks painful. This is the unwanted version of

  himself that lies just millimeters under his skin... 24 hours

  a day.

  After a long moment... nothing... It would have happened by

  now...

  LEE finally nods that everything is OK. MARCUS stares at

  REGAN with a painfully apologetic face as she leans in and

  touches his hand.

  BANG!!!

  The whole family startles in silence!!!

  ... Something has hit the roof.

  EVERYONE IS FROZEN... LOOKING AT THE CEILING.

  Seconds later a high pitched SHRIEEEEEEK of CLAWS sliding

  down the aluminum roof. The family follows the sound exactly

  with their eyes. Then silence.

  LEE crouches down and walks to a small window where the sound

  stopped above. MARCUS wildly shakes his head "no", evidence

  of his traumatic anxiety resurfacing. REGAN slowly stands,

  looking on with wide eyes.

  LEE arrives at the window, crouched. From his low vantage

  point we can see the lip of the gutter... and the eerily

  swaying Christmas lights.

  LEE begins to stand up slowly, his face now virtually pressed

  against the glass.

  Suddenly, A WHIR OF SCREECHING AND GROWLING!!! A LARGE SHAPE

  FALLS PAST THE WINDOW!!!!

  ... As two raccoons hit the ground, fighting... then scamper

  off into the dark.

  LEE somehow exhales slowly and calmly... a trick that, no

  doubt, took much practice... and walks away from the window.

  23A EXT. CORNFIELD 23A

  The two raccoons round the corner onto a moonlit path heading

  toward camera.. Just as they come into CLOSE UP...

  18.

  A GIANT BLACK CLAW CRUSHES DOWN ONTO THE FIRST RACCOONS

  HEAD... and then rips it out of frame. We hold on the second

  raccoon running off with a soft but piercing scream.

  24 EXT. FARM - NIGHT 24

  It is night. From high above, we look down to the sand path

  between the RED BARN and the WHITE FARMHOUSE. In the

  foreground we see the shadow of a telephone pole. Sitting on

  the wire in silhouette... are BIRDS.

  25 EXT. SAND PATH - NIGHT 25

  FROM THE GROUND, we see the FARMHOUSE in the distance... but

  something is different. The color seems wrong... the angle is

  odd. The foreground is over exposed and tiny dots fly in and

  out of the frame.

  Suddenly... A GIANT FOOT STEPS INTO FRAME!!!!

  ... AND THEN ANOTHER... as we watch two bare feet... then the

  hem of a dress... and then the silhouette of... EVELYN walk

  silently toward the house.

  26 INT. FARMHOUSE - BASEMENT - NIGHT 26

  WE SLOWLY PULL BACK from THAT SAME SHOT of the FARMHOUSE and

  reveal... a plastic frame... A red light... buttons. We

  realize this image is being viewed... on a small monitor.

  CCTV FOOTAGE... from A SECURITY CAMERA.

  WE CONTINUE TO PULL BACK SLOWLY as ... Another monitor comes

  into frame... with another stacked on top of it... then one

  next to it... and another... until we reveal, like something

  out of a Dr. Seuss book, a wall of 20 TV's, all shapes and

  brands sit on top of a large workbench covered with open

  notebooks and sliced up newspapers. On each screen we see

  elements of trees... sand paths... the barn... the silo.

  This is a DIY version of a security console that overlooks

  the entire farm... and it has taken a long time to put

  together.

  WE BEGIN TO TRACK past the empty security console and onto a

  cinder block wall... covered in notes and newspaper

  clippings. Then...

  ... WE BARELY HEAR A TINY, ALMOST FAMILIAR, SOUND.

  ... THEN A HANDFUL OF SMALL BEEPING SOUNDS.

  19.

  Suddenly a portion of one visible newspaper clipping shows a

  close up and much more detailed image of... the enormous

  crater. The headline reads:

  `NUMBER OF CONFIRMED GLOBAL LANDING SITES GROWS TO 128'

  A post-it note sticks to the clipping that reads:

  LANDED 10-18-2018

  WE PASS BY more clippings, catching glimpses of dramatic

  headlines and surreal images:

  `PRESIDENT CALLS FOR EMERGENCY EVAC IN ALL MAJOR CITIES'

  `CHURCHES, MOSQUES, TEMPLES FLOODED WITH PEOPLE'

  WE PASS BY a grainy newspaper photo of a military stand

  off... With ONE creature. The headline reads:

  `MILITARY EXPERTS AGREE: "INDESTRUCTIBLE"

  ...AGAIN WE HEAR THAT FAMILIAR SOUND as it gets louder.

  WE CONTINUE TO TRAVEL as... A MAP enters frame. Like one you

  would get at a gas station, it is covered in illustrated

  forests and rivers... it is a map of THE STATE OF NEW YORK.

  The portion above Manhattan... is covered in hand drawn red

  circles and pins, each accompanied with a date and names...

  of the dead.

  WE MOVE FURTHER ALONG to reveal... low quality stills of

  security footage barely showing... THE CREATURE. Each still

  is drawn on and analyzed. Then... a large white board

  covered in writing comes into frame, leaning against the

  wall. Amidst the scratches of written and rewritten thoughts,

  we can make out two lists labeled, `QUESTIONS' and

  `CONFIRMED'

  In the `QUESTIONS' column are listed; "NO DEMANDS?", "NO SIGN

  OF ORGANIZATION", "BLIND?" "HOW MANY?"... "SOUND... WHY NOT

  ATTACK ALL SOUND?"

  In the `CONFIRMED' column are phrases like; "4-6 CONFIRMED IN

  PACK"..., "DO NOT ATTACK SMALL SOUNDS". Then we see the phrase

  "DO NOT EAT KILL".

  WE MOVE TO the very bottom of the white board where we see

  the word... "WEAPON???"...

  Listed below words are crossed out... "EXPLOSIVES"...

  "FIRE"... "CHEMICAL"...

  20.

  AGAIN WE HEAR THAT FAMILIAR SOUND... NOW LOUDER.

  ... THEN AGAIN THE HANDFUL OF SMALL BEEPING SOUNDS.

  WE MOVE OFF OF THE white board and scan past ANATOMICAL

  DRAWINGS of A SHARK SENSING PREY USING MAGNETIC FIELDS,

  DOLPHINS NAVIGATING THROUGH MINE FIELDS, THE ELECTROMAGNETIC

  SPECTRUM and finally images of... THE INNER EAR...

  WE NOW MOVE THROUGH meticulously organized shelves covered in

  tools... and wires... and various pieces of salvaged

  electronic equipment and finally onto...

  LEE'S BACK. He is hunched over the workbench working

  intensely on something... he is wearing large black

  headphones. We see him reach out of frame as we:

  WE PUSH PAST an old microphone that is connected to... AN OLD

  TRANSATLANTIC HAM RADIO. In the glowing light from the box we

  see all kinds of knobs and needles. Below a switch labeled

  with two stickers that say "RADIO" and "SPEAKER", LEE'S hand

  comes into frame and turns a large knob revealing... THE

  SOURCE OF OUR FAMILIAR SOUND...

  LEE IS SEARCHING FOR A SIGNAL. ANY SIGN. ANY SIGN... OF LIFE.

  Suddenly... he presses down on a button on the microphone...

  ... THE HANDFUL OF SMALL BEEPING SOUNDS... IS MORSE CODE.

  ... THERE IS NO RESPONSE.

  WE follow LEE's hand off of the button and onto... a small

  soldering iron. As he picks it up:

  WE GO TO LEE at his workspace. With magnifying glasses in

  front of his eyes, he works with surgery like precision... on

  a small contraption. A small string of smoke rises from his

  work.

  27 INT. FARMHOUSE - BASEMENT - STEPS - NIGHT 27

  WE ARE OVER the warmly, lit from above, stairwell with LEE at

  his work station in the background as...

  Delicate bare feet touch down softly, and deliberately on the

  steps... Like a child knowing where to step so they don't

  wake their parents.

  WE BOOM UP to reveal... EVELYN as she stares at her husband,

  who hasn't heard her, worried?... Admiring?... Lost?

  21.

  A flicker of a memory echoes through her face as she smiles

  and then walks to him... EVELYN IS WEARING EAR BUDS.

  ON LEE as a hand touches down gently on his shoulder... he

  doesn't flinch at all. There is immediate recognition

  there... Safety. The hands then reach down... and remove

  Lee's headphones. The sound of the searching radio in the

  headphones is nearly inaudible.

  LEE sits back and holds up... A HEARING AID. It looks like a

  somewhat common hearing aid... but with handcrafted

  modifications...upgrades. There is a wire extension that

  extends from the top... almost like an adapter or plug.

  The hands gently grab LEE's face and turn it. LEE looks up

  at EVELYN who he now sees... is wearing lipstick, has pulled

  her hair back... and has changed into a beautiful dress.

  This... is DATE NIGHT. LEE smiles as EVELYN takes a step

  back and with the gentlest of movements, she sweetly beckons

  him to her.

  LEE looks back at his work for just a moment, his face once

  again... focused. Then he lays the hearing aid down on the

  table... and stands up.

  WE HOLD ON THE HEARING AID and then SLOWLY PULL BACK to

  reveal... a pile of more hearing aids, each with a variety of

  different modifications, scattered all around his work bench.

  This is something he has been working on for a long while.

  WE TILT UP from the workbench to see... LEE arrive at his

  wife's side as she puts her hand up on his neck and smiles up

  at him warmly, as if there is no where else to be... nothing

  to make her happier.

  FACE TO FACE NOW, LEE finally allows a smile, looking down at

  his time tested partner.

  EVELYN's eyes close as she places her forehead to his and the

  two begin to gently sway... in total silence.

  Suddenly... EVELYN takes LEE's hands from around her back...

  and places them on her protruding belly. After a moment she

  looks up lovingly at her husband to see...

  LEE'S SMILE HAS DISAPPEARED. STARING DOWN AT THE BELLY, HIS

  FACE LOOKS... LOST.

  Knowing this man inside and out, EVELYN keeps her gaze firmly

  into her husband's eyes and slowly moves her hands up LEE'S

  arms and gently onto his face. Holding more than his visage

  in her hands... LEE finally looks up at her.

  22.

  EVELYN smiles with recognition of the man she married as her

  right hand travels to her right ear. She removes the earbud

  from her ear... and seamlessly places it in his, as:

  MUSIC RUSHES IN!

  The only record on the record player, this is the song they

  were married to. This is...

  NEIL YOUNG'S HARVEST MOON

  Perhaps it's due to the lack of sound thus far in the

  movie... or maybe the marrying image of the two dancing, but

  the sounds of the song are crystal clear. We can perfectly

  hear every chord, every tremor of vocal chord as we:

  PULL BACK on this perfect moment... through the basement...

  to the small rectangular basement window to reveal... water

  hitting the glass.

  28 EXT. FARMHOUSE - NIGHT 28

  We see a strong rain pouring down around the house.

  29 EXT. FARM - MORNING 29

  A beautiful crisp morning.

  30 EXT. FARMHOUSE - SAND PATH - DAY 30

  FROM THE PORCH of the farmhouse, as water drips down from

  overhead, WE SLOWLY travel along the sand path toward the

  barn when suddenly we arrive at... a small stream of water

  cutting right through a, now washed away, segment of the sand

  path.

  Suddenly LEE's bare feet enter frame... and then a large

  hiking backpack enters frame next to him.

  ON LEE as we see a momentary glimpse into the painstaking,

  and never ending, workload that goes into maintaining this

  farm.

  CLOSE on hands as LEE's bare fingers gouge into the

  unforgiving earth at the edge of the sand path to divert the

  water. Stones come into frame to form a temporary wall.

  Then... LEE hoists, the very obviously heavy, hiking bag onto

  his knee. He then slowly and silently undoes a handmade flap

  at the bottom of the backpack. From the opening of the bag

  pours... SAND.

  23.

  Quickly and silently, sand piles up on the ground as we

  witness for the first time, LEE's ingenious system that has

  kept his family safe all this time.

  31 INT. BARN - SAFE ROOM - DAY 31

  CLOSE UP OF A GAUGE... Very faint bursts of air can be heard.

  WE SLOWLY PULL BACK to reveal EVELYN sitting on a hay bale...

  with a blood pressure sleeve on her arm and a stethoscope in

  her ears. Behind her is a shelf full of bandages and IV bags.

  She stops pumping the bulb, stares down at the gauge... and

  then gently lets the air out and removes the sleeve.

  EVELYN marks her daily blood pressure on a calendar next to

  her. On this calendar we see... her estimated due date is 4

  weeks away.

  After a moment, she leans over and places the bottom part of

  the stethoscope... onto her belly.

  A faint sound of adjusting and then...

  LUB DUB... LUB DUB... THE BABY'S HEARTBEAT ENGULFS US!!!

  32 EXT. FARMHOUSE - DAY 32

  WE CREEP SLOWLY ALONG the sand path heading toward the front

  door of the FARMHOUSE. Suddenly... REGAN steps into frame,

  walking deliberately... as if tiptoeing.

  33 INT. FARMHOUSE - DAY 33

  REGAN reaches the front door of the FARMHOUSE... and stops at

  the threshold. As she looks down at the worn wood floor,

  scanning, we can notice... deliberately painted markings on

  the floor.

  Just then, REGAN takes a dramatically long step inside,

  placing her foot down... directly on the first colored

  marking... silence. Looking almost relieved, REGAN once

  again scans the floor and then focuses on another marking.

  She takes another long step, this time far to her right...

  and touches down on the next marking... silence. It almost

  looks like she's playing `TWISTER'. Getting more confident,

  she scans the room, finds another spot and steps quickly.

  24.

  34 INT. FARMHOUSE - BASEMENT STAIRS - DAY 34

  WE LOOK DIRECTLY up the basement stairs toward the warm

  hallway at the top.

  Suddenly... REGAN takes a long step into frame. Her

  silhouette looks down the dark stairwell.

  After a moment, she slowly puts her foot down on the first

  step... when suddenly...

  A DARK FIGURE APPEARS BEHIND HER AND GRABS HER!!!!!

  35 EXT. FARMHOUSE - DAY 35

  CLOSE ON REGAN... as she is placed down onto the sand path.

  A HAND COVERS HER MOUTH!

  AS REGAN spins around we see... LEE kneeling in front of her.

  LEE (SIGNING)

  You CANNOT go down there!

  REGAN (SIGNING)

  WHY NOT???

  LEE (SIGNING)

  You know why.

  REGAN (SIGNING)

  I won't make a sound!!! I'm not a

  child!!!

  LEE pauses... that line stings.

  LEE (SIGNING)

  Just... don't.

  The two stare into each other's eyes communicating more than

  any sign language could.

  Suddenly... LEE reaches up to her face?... His still dirty

  hands push the hair back over her right ear? It seems so

  uncharacteristically warm and gentle when suddenly...

  LEE reaches into his pocket with his right hand and pulls

  out... THE HEARING AID from the night before.

  LEE (SIGNING) (CONT'D)

  This time, I was able to use small

  amplifiers from the stereo speaker

  to--

  25.

  REGAN (SIGNING)

  It won't work.

  LEE (SIGNING)

  No, our problem has always been

  power, but this should increase the

  frequency to--

  REGAN (SIGNING)

  It never works!!

  LEE (SIGNING)

  ... But we'll keep trying til it

  does.

  REGAN looks up at him blankly... as LEE reaches to bring the

  new hearing aid up to her ear when suddenly...

  REGAN pushes his hand away.

  LEE reaches up to her ear to try again... REGAN pushes his

  hand away again, giving him a cold stare. With so much

  history behind it... It's a bizarrely heartbreaking

  altercation.

  He tries again... she pushes again... even harder.

  LEE looks at his daughter as she looks at him... her venomous

  face, betrayed by the large tears that roll down her cheek.

  After a long moment... REGAN snatches the hearing aid from

  her father's hand and walks away.

  36 INT. BARN - HAY LOFT - DAY 36

  ON MARCUS' back as he scribbles in a notebook. WE GO CLOSE to

  see... MARCUS is writing in a math notebook. His pencil

  suddenly pauses, moves up the page through a long math

  problem... and stops again. Suddenly... a finger comes into

  frame.... and points at a different part of the problem.

  WE PULL OUT to reveal... EVELYN and MARCUS sitting in a small

  curated area with a desk, book shelves and a white board

  covered in various phrases, shapes and equations. We suddenly

  realize EVELYN... is HOME SCHOOLING him!

  MARCUS suddenly nods and once again begins writing as EVELYN

  looks out the small door of the hay loft and down to the sand

  path below... As LEE arrives. Suddenly...

  MARCUS (SIGNING)

  ...please don't make me go...

  26.

  EVELYN looks over to see MARCUS's face... awash with panic.

  EVELYN (SIGNING)

  You will be fine. Your father will

  always protect you.

  MARCUS GRABS HER ARM TIGHT!... IT STARTLES HER. With tears

  in his eyes, he mouths to her... "PLEASE!"

  EVELYN (SIGNING) (CONT'D)

  Listen to me... It is important

  that you learn these things. He

  just wants you to be able to take

  care of yourself...

  MARCUS looks at her.

  EVELYN (SIGNING) (CONT'D)

  Take care of ME!

  EVELYN lightens the conversation by pretending to age in

  front of our eyes.

  EVELYN (SIGNING) (CONT'D)

  ... when I'm old... and grey...

  EVELYN leans on him. MARCUS can't help but smile.

  EVELYN (CONT'D)

  ...and I have no teeth...

  EVELYN pretending to have no teeth... is too much for MARCUS

  to hold back his silent laugh.

  37 EXT. BARN - DAY 37

  OVER LEE'S large shoulder we barely see MARCUS... moving ever

  so slightly in one direction and then another.

  ON LEE, with a large hiking pack on his back. He adjusts the

  straps of a backpack on MARCUS.

  LEE (SIGNING)

  Too tight?

  MARCUS shakes his head no.

  LEE (SIGNING) (CONT'D)

  Good.

  MARCUS (SIGNING)

  No... I don't want to go.

  27.

  LEE looks up at EVELYN. Then back to MARCUS.

  LEE (SIGNING)

  There's nothing to be scared of.

  MARCUS (SIGNING)

  ...of course there is.

  Suddenly behind LEE we see... REGAN appear.

  REGAN (SIGNING)

  I'll go.

  LEE looks over at his daughter and pauses.

  LEE (SIGNING)

  No, no. I need you to stay here

  and help your mother.

  LEE stands up. To EVELYN:

  LEE (SIGNING) (CONT'D)

  We'll be back before dinner.

  REGAN (SIGNING)

  I want to go.

  LEE (SIGNING)

  Just stay here. You'll be safe.

  LEE turns to EVELYN... who looks at him with slight

  disappointment.

  LEE (SIGNING) (CONT'D)

  ... Next time.

  LEE pauses... and then kisses EVELYN. LEE and MARCUS walk

  down a sand path toward the woods.

  EVELYN turns to REGAN... who is already walking away.

  38 INT. BARN - REGAN'S ROOM - DAY 38

  REGAN enters... And throws the hearing aid her father made

  her onto the dirt floor. This is the first time we have seen

  her bedroom. It is sparse. A hay bale covered in bed

  sheets... a small crate with a neat pile of books inside and

  several candles on top... a small wooden mirror leant against

  the wall.

  REGAN drops to her knees. On the ground we now see all kinds

  of electronic equipment and tools.

  28.

  Architectural drawings are pinned to the wall. It is like a

  mini version of her father's work bench.

  REGAN grabs her pillow, rips the pillow case off... and

  begins furiously packing.

  She grabs clothes, a water bottle, a notepad and then... THE

  TOY SHUTTLE. She gets up to leave and then looks back... at

  the hearing aid on the ground.

  CLOSE ON REGAN's PROFILE as her hand comes into frame and

  moves to the hearing aid she currently wears. Suddenly... a

  long wire is slowly pulled from deep in her ear canal.

  REGAN's eyes wince with almost a snap of pressure as the wire

  comes loose.

  REGAN then gently feeds the new hearing aid into her ear...

  and pauses.

  Suddenly... REGAN clicks on the new hearing aid.

  ........................................Nothing.

  WE WATCH the thin veil of anger on REGAN's face cascade into

  honest sorrow as REGAN's eyes squeeze shut brutal

  disappointment.

  WE PULL OUT to see REGAN sitting quietly on the floor. The

  quake of her shoulders betray her... as we watch her cry.

  After a moment... she reaches for a pillow case... and exits.

  39 EXT. WOODS - VALLEY PATHWAY - DAY 39

  FROM A DISTANCE LEE leads MARCUS down a thin sand path that

  cuts down the steep valley side and through the lush and

  learned evergreens of the mountain's canopy.

  MARCUS walks rigid, like one would in the dark. His saucer

  eyes furtively clock every detail of his surroundings. LEE

  walks casually and confidently, periodically turning to wait

  patiently for his son. This is a day of teaching.

  ON MARCUS as LEE puts a hand quickly, but gently on his son's

  chest, stopping him in his tracks. LEE focuses down the

  path.

  OFF MARCUS's quaking face peering around his father:

  WE TOO MOVE around from behind LEE to see... a DEER...

  sitting in the middle of the sand path. An adolescent buck,

  it holds it's impressive, but still delicate antlers upright

  and proud as it stares directly at LEE and MARCUS.

  29.

  An image obviously long thought impossible, the moment

  carries a certain calm... almost spiritual.

  After a long moment, the buck efforts its way to its feet.

  Then turns and deftly steps... perfectly along the sand

  path... And disappears.

  40 EXT. FARMHOUSE - DAY 40

  CLOSE ON the roof of the farmhouse. Water from the previous

  night's storm still drips off the edge.

  WE SLOWLY TRAVEL down the drainpipe running along the side of

  the house when suddenly... the drain stops... and we see PVC

  pipe has been attached instead. WE CONTINUE along the PVC

  piping to the bottom where we see THE PVC PIPE bend... AND GO

  STRAIGHT THROUGH A SHATTERED PANE OF THE BASEMENT WINDOW.

  41 INT. FARMHOUSE - BASEMENT - DAY 41

  FROM INSIDE THE SHATTERED PANE, we now follow the PVC pipe

  into... an old washing machine... now filled with rain water.

  Suddenly... a piece of clothing slowly comes into frame and

  silently descends into the water.

  WE WIDEN OUT TO SEE EVELYN places more clothes into a

  WASHER... that is unplugged. We see that she is simply using

  the corrugated tumbler inside as a wash board.

  She removes a large plaid shirt just above the water line

  (still inside the tumbler) and squeezes it dry. The action is

  virtually inaudible.

  CLOSE UP on a small pile of clothes being stacked onto other

  clothes. Then a CINCH.

  EVELYN stands up over the newly packed cloth laundry bag...

  then bends backward, attempting to relieve a pain in her

  back. When she's done, she picks up the full laundry bag

  with one hand... and another full laundry bag with the other.

  EVELYN struggles to the foot of the stairs with the two bags

  and puts them down. She then takes a deep breath looks up

  the stairwell and begins to ascend... again carefully placing

  her feet on specific spots on each step. Holding one bag as

  high as she can and dragging the second behind her... It's

  uncomfortable watching a fully pregnant woman traverse in

  this manner.

  WE GO CLOSE ON several stairs as EVELYN'S feet step up... and

  drag the bag up the first step... then the second.

  30.

  Her feet disappear. As she drags the bag up onto the

  third... IT CATCHES ON A BENT NAIL IN THE STAIR!!

  ON EVELYN, not seeing the cause, pulls again... AND BEGINS TO

  FALL!!!!!!

  She catches herself on the wall, her eyes lit up... breathing

  heavily... she's ok!

  She quietly picks up the bags again and pulls once more.

  CLOSE UP ON: THE TIP OF A NAIL IN THE STEP LIFTING OFF THE

  STEP, ALMOST STRAIGHT UP... AND THEN RELEASING THE BAG.

  ON EVELYN, satisfied, as she drags the bags to the top of the

  stairs and disappears.

  WE RACK FOCUS to reveal, in the foreground...

  THE NAIL STANDING STRAIGHT UP!!!

  42 EXT. FARM - DRIVEWAY - LATE AFTERNOON 42

  CLOSE ON BARE FEET... walking along a sand path.

  WE BOOM UP TO REVEAL... REGAN walking with purpose. In her

  hands she carries a pillowcase. Inside the pillowcase... an

  irregular shape.

  After a moment, she looks up to... the telephone pole.

  Sitting on the power line are... MORE BIRDS. There is

  something buoyant about them. Something... oblivious.

  43 EXT. RIVER - LATE AFTERNOON 43

  An immediate and jarring sound of water rushes in as we are:

  TIGHT ON MOVING WATER over rocks.

  [NOTE: THE SOUND WILL CONTINUE THROUGHOUT THE ENTIRETY OF

  THIS SCENE]

  WE TILT UP to the tall grass of a riverbed. Suddenly... LEE

  and MARCUS exit from the trees.

  ON MARCUS as he takes in the picturesque landscape. He has

  never been here before. Suddenly, his eyes slowly move down

  to the ground.

  CLOSE ON HIS BARE FEET... at the very edge of the sand path.

  There is nowhere else to go.

  31.

  MARCUS watches as LEE takes off his backpack and places it at

  the edge of the river. Then, he kneels down and looks

  intently into the water. Suddenly... LEE's face softens. He

  takes one more look back at his son... and then plunges his

  hands into the river.

  MARCUS looks on confused as his father seems to yank and pull

  at something. Suddenly... LEE's hands burst out of the water

  holding a handmade wooden contraption. MARCUS starts to back

  away... Pulling that contraption out of the water DEFINITELY

  MADE A SOUND!!! MARCUS' eyes shoot around into the trees, up

  the river, looking... listening... when suddenly...

  LEE PULLS OUT A LARGE TROUT FROM THE TRAP... THE FISH

  THRASHES WILDLY AND THEN... IT BREAKS FREE FROM LEE'S HAND!

  IT DROPS DOWN ONTO LEE'S BAG FLAPPING AND THRASHING...

  AND MAKING NOISE!!!!

  MARCUS goes white! WHAT HAS HIS FATHER DONE???? MARCUS

  signs...

  MARCUS (SIGNING)

  They're going to hear you...

  They're going to HEAR YOU!!

  In one swift move, LEE pins the trout to the ground and grabs

  his son, pulling him in close. LEE silently calms his son

  down, coaxing him to take deep breaths. As MARCUS trembles...

  LEE raises his hand... and signs...

  LEE (SIGNING)

  Not... if there is a constant sound

  nearby that is louder.

  MARCUS doesn't understand. LEE shows him. First, he reaches

  down to the ground and places his hand off the path moving

  the dirt slightly. He repeats...

  LEE (SIGNING) (CONT'D)

  Small sounds... safe.

  LEE's hand moves back to the trout... Repeats

  LEE (SIGNING) (CONT'D)

  Big sounds... not. Unless...

  LEE's hands move to the moving water of the river... Repeats

  LEE (SIGNING) (CONT'D)

  There is a constant sound nearby

  that is louder... To mask it.

  32.

  Suddenly the trout flaps again. MARCUS looks down... then up

  to his dad... His brain processing.

  LEE (SIGNING) (CONT'D)

  You know what?...

  LEE checks his watch... then looks up river... then back to

  his son.

  LEE (SIGNING) (CONT'D)

  ...I want to show you something.

  44 EXT. FARMHOUSE - LATE AFTERNOON 44

  Disoriented, WE MOVE THROUGH a wall of dancing color. Then

  suddenly we see... EVELYN, as she holds up a piece of

  clothing and pins it to a clothes line. The scene is

  oddly... beautiful.

  As the clothes on the line dance, we can suddenly see, behind

  EVELYN... AN OLD FALLEN TREE THROUGH THE BACKSIDE OF THE

  HOUSE.

  45 INT. FARMHOUSE - UPSTAIRS HALL - LATE AFTERNOON 45

  WE TRACK SLOWLY along through the bannister of the upstairs

  hallway when suddenly... EVELYN'S head appears. WE CONTINUE

  with her as she slowly walks up the stairs... almost as if

  compelled. As she ascends, looking right past camera, we get

  a clear look into the bedrooms behind her. In one room, we

  catch glimpses of a POP MUSIC POSTER, a PINK DESK... and an

  empty bed frame. In the next, we see a Nerf basketball hoop,

  a life sized Pokemon doll... and half built LEGOs strewn

  across the floor. ...Neither room has doors.

  EVELYN finally crests the top of the stairs and walks out of

  frame.

  46 INT. WATERFALL - LATE AFTERNOON 46

  A bizarre and beautiful image and sound! Light dances and

  bends through a cascading rampart we finally identify as... A

  WATERFALL.

  WE PAN OVER to see LEE and MARCUS enter from outside and

  slide along the rock wall.

  MARCUS looks up to his father, incredulous. LEE looks down

  at him. After a moment, with a mischievous smile on his face,

  LEE...

  33.

  HOOTS LOUDLY!!!

  THIS IS THE FIRST VOCALIZED SOUND WE WILL HAVE HEARD IN THE

  MOVIE!!!!

  MARCUS' eyes shoot up to his father, immediately scared

  again!

  His father looks out at the waterfall... and HOOTS

  AGAIN!!!... The way one would walking in a tunnel with their

  child.

  LEE turns to MARCUS and crouches down, gently holding his

  trembling son's shoulders.

  LEE

  ... You're alright.

  THESE ARE THE FIRST WORDS WE HAVE HEARD IN THE MOVIE... AND

  THE FIRST WORDS MARCUS HAS HEARD IN 4 YEARS!!!!

  WE ARE ON MARCUS' face... staring... shaking... somewhere

  between terror and wonderment.

  LEE (CONT'D)

  ... I promise.

  His father smiles and nods comfortingly...

  Finally MARCUS... meekly HOOTS!

  His father's head gently tilts, as if to say "you can do

  better".

  MARCUS looks back out the rushing water, then back to his

  father... and HOOTS LOUDLY!!!

  LEE (CONT'D)

  Now... that's more like it.

  The smile on MARCUS and LEE's face can only be described

  as... once in a lifetime.

  47 EXT. ROAD - LATE AFTERNOON 47

  WE MOVE SLOWLY ALONG A ROAD, PANNING DOWN from gargantuan

  trees... until we finally reveal... REGAN walking towards

  camera.

  Suddenly coming into frame all around her is... THE BRIDGE.

  34.

  WE FOLLOW REGAN as she walks across the bridge, now more

  overgrown with weeds and roots. Then suddenly... REGAN comes

  to a stop... and kneels down in sand as:

  WE CONTINUE TO MOVE BACK SLOWLY. Suddenly coming into frame

  is the top of....

  A HAND MADE CROSS!!!

  REGAN reaches into her pillow case and pulls out... THE TOY

  SHUTTLE.

  WE FOLLOW REGAN'S HANDS as she deftly removes one of the

  colored plastic pieces underneath. It quietly slides off to

  reveal... a battery panel and several multicolored wires. She

  reaches into the front pocket of her dress and pulls out

  pliers and quickly cuts the green wire.

  REGAN reaches into the pocket of her dress again and pulls

  out... batteries! She slides the batteries in confidently.

  We follow REGAN's hands as they move to the base of the cross

  and place... the TOY SHUTTLE in the sand. We now see that

  the shuttle sits amongst a pile of other weathered toys...

  and flowers.

  REGAN PAUSES.................and then flips the tiny switch.

  ...RED AND BLUE LIGHTS CASCADE OVER HER FACE...

  ...But no sound.

  48 INT. FARMHOUSE - BEDROOM - LATE AFTERNOON 48

  WE ARE TIGHT on EVELYN's back as she walks through another

  door-less threshold. As she continues into the room, we begin

  to see the walls... covered in rocket ships.

  OVER EVELYN as her eyes stop... on a cartoon mobile of the

  planets. She taps it... exactly as she tapped the mobile in

  the baby's room... This time watching it orbit around...

  without a smile.

  WIDE ON THE ROOM for the first time we see... THE ROOM IS

  METICULOUS. The bed is made... the toys perfectly placed on

  the shelves.

  CLOSE ON THE BED... AS EVELYN SITS DOWN SLOWLY. Light floods

  through the original paned window... casting the shadow of a

  cross on the floor in front of her.

  EVELYN looks over to the small night stand by the bed where a

  lamp and a hand made mirror sit.

  35.

  Suddenly, she lifts up the mirror... and dusts the table with

  the washcloth from the line.

  EVELYN stares out the window oddly... at peace. As LEE has

  his ritual atop the silo to contemplate on the irreversible

  loss of his son... EVELYN has this. EVELYN... keeps her

  son's spirit alive.

  49 INT. WATERFALL - LATE AFTERNOON 49

  CLOSE ON a water bladder poking into the rushing wall of

  water. Filling immediately, we:

  PULL BACK and FOLLOW LEE... as he sits down on a rock next to

  his son and hands him the bladder. MARCUS drinks as LEE

  looks on... a brightness washing over him. This is a moment

  of... calm. A moment... of family. A moment... of real

  life.

  WE FOLLOW the bladder as MARCUS hands it up to his father,

  who happily takes a large swig. Suddenly we HEAR:

  MARCUS (O.S.)

  Why didn't you let her come with

  us?

  LEE looks down at his son.

  LEE (O.S.)

  Because... I need to keep her safe.

  MARCUS (O.S.)

  ... Is it because you blame her for

  what happened?

  LEE freezes instantly... his heart stops.

  Finally he looks down at his son... in shock? In awe?

  MARCUS (CONT'D)

  Because she blames herself...

  LEE's eyes blink and flutter as he tries to gain control of

  his thoughts...

  LEE

  No, I don't bl--... It was no one's

  fault.

  MARCUS

  ... You still love her, right?

  36.

  LEE

  Of-- Of course I do.

  Pause.

  MARCUS

  ... You should tell her.

  50 INT. FARMHOUSE - BEDROOM - LATE AFTERNOON 50

  CLOSE ON EVELYN IN THE HAND MADE MIRROR, as she stares at the

  frame... made up of colorful zoo animals staring back at her.

  At the top of the mirror, the name... "BEAU"

  FROM THE DOORWAY, WE ARE WIDE ON THE ROOM as EVELYN stands up

  and slowly makes her way to the door carrying the small

  mirror.

  Just as she reaches the doorway... she stops. Her body

  tightens. Her face... changes. Her hand shakes as it

  reaches out to the side of the doorway. WE HOLD ON HER a

  moment and then go:

  CLOSE ON her feet rocking slightly in the doorway.

  Suddenly......

  FLUID HITS THE FLOORBOARDS!!!!

  51 EXT. WOODS - LATE AFTERNOON 51

  LEE and MARCUS appear through an oddly beautiful exit from

  the woods and begin walking along a path.

  PROFILE on LEE as we see the tall thin trees of a swamp

  behind him.

  PROFILE ON MARCUS from the opposite side as swamp trees are

  also behind him. Suddenly... A DILAPIDATED house comes into

  frame. MARCUS turns to look.

  MARCUS' POV of the eery house...that stands as a reminder

  that people once lived here happily.

  CLOSE ON MARCUS looking up on the house. His face... now

  fearful. Suddenly, behind MARCUS, just out of focus in the

  short distance...

  A DARK SHADOW!!!

  No sooner has the FIGURE exited frame, MARCUS... CRASHES INTO

  HIS FATHER... WHO IS STANDING COMPLETELY STILL.

  37.

  MARCUS looks up at his father... who stares off sharply into

  the short distance...

  OVER MARCUS as he slowly leans around his father to see what

  he's looking at, when suddenly we see...

  A TERRIFYING MAN AT THE EDGE OF THE SWAMP!!!

  A human form unlike anything most of us ever will... or

  should get to see, the man's emaciated body quakes and then

  shudders as if a synapses misfire. His face is sunken...

  almost ghoulish and the look in his pitch black eyes

  communicates something far beyond fearful. Much worse, this

  is the rare look of a brain that has accepted a living

  nightmare... as an everyday reality.

  ON MARCUS as he slowly raises his hand... into a wave.

  ON THE MAN... who doesn't move.

  ON LEE as his eyes travel slowly down the man's frame.

  ON LEE'S PERSPECTIVE as we see the man's dirt covered face,

  then a ratty and ripped flannel shirt, and then... blood

  covered hands... blood covered jeans... and finally at his

  feet, in the high grass...

  LONG HAIR AND A HAND OF.... A DEAD WOMAN

  ON LEE as his eyes slowly come back up to meet the man's.

  LEE now also raises his hand... and places a tense finger on

  his lips.

  ON THE MAN... as two large tears run down his face. In his

  eyes... the knowing fear of the end of his life as... he

  takes a deep breath in.

  LEE immediately grabs MARCUS.

  TIGHT ON LEE sprinting down the path carrying his son. OVER

  HIS SHOULDER, the man in the background:

  LETS OUT A PRIMAL SCREAM!!!!!!

  ... A bottomless sound of pain and surrender, the sound

  blasts onto us like a wave.

  LEE suddenly dives behind a hallowed out tree trunk and

  throws MARCUS' back up against it.

  ON MARCUS as his father clasps his hand over his mouth.

  MARCUS' eyes widen as overwhelming panic takes over.

  38.

  ON LEE as he looks down at his son... with the most beautiful

  sense of calm. The way one holds the hand of someone in their

  last seconds on earth, LEE's smile is pure comfort... pure

  love.

  Suddenly we hear... THE FAMILIAR TERRIFYING SCREEEEEEEECH!

  ON MARCUS... who begins violently shaking his head... his

  soul seemingly coming out through his skin. Then suddenly we

  hear... THE SNAPPING OF TREES!

  ON LEE as his look now shoots to the tree line behind the man

  when suddenly...

  WE HEAR the man's primal scream of pain turn into... an

  animal sound of death.

  BACK ON MARCUS as he covers his ears. Through the muffle of

  MARCUS' covered ears we can still hear... The most horrific

  sounds of ultimate pain... crunching... and then...

  POP!!!!

  A deafening

  ...SILENCE...

  MARCUS' eyes almost seem to dim right before us...

  As he goes limp.

  52 INT. FARMHOUSE - UPSTAIRS HALL - LATE AFTERNOON 52

  FROM THE FLOOR we follow drops of fluid down the hall,

  leading to... EVELYN gripping onto the railing with both

  hands as she slowly traverses the stairs going down, focusing

  intently on each step.

  ON EVELYN's face as she takes slow, deep breaths. Her eyes

  surging with panic... and pain.

  IT'S 4 WEEKS TOO SOON!

  Suddenly... EVELYN's eyes go wide.

  CONTRACTION!!!

  CLOSE ON EVELYN'S BELLY as she slowly sinks down into the

  steps and INTO A CLOSE UP.

  In EVELYN's face we will witness, many of us for the first

  time, the complex and overwhelming sensory overload that is a

  contraction... all swallowed back with every fiber of her

  being in order to remain.... Silent.

  39.

  Just at the moment it looks as though EVELYN may explode...

  the contraction subsides.

  WE ARE ON EVELYN's BACK as she struggles up onto her feet and

  down the remaining stairs. As she rounds the banister and out

  of frame... WE HOLD ON THE FRONT HALL.

  Out the front door and onto the sand path warmly lit white

  from the Christmas lights above.

  53 INT. FARMHOUSE - BASEMENT - LATE AFTERNOON 53

  WE ARE LOW looking up the basement stairs as suddenly...

  EVELYN appears in the narrow doorway and grabs hold of the

  wall, still carrying the children's mirror. She takes a

  moment and then begins to descend the exposed stairs with the

  same deliberate effort.

  COMING TOWARDS CAMERA, EVELYN gets bigger and bigger in the

  frame until her head disappears, then her belly.

  Just as her foot comes down into close up we:

  RACK FOCUS to... THE NAIL STANDING STRAIGHT UP!!!!

  EVELYN's foot steps STRAIGHT DOWN ON IT!!!!!

  WE WATCH THE NAIL PIERCE INTO THE BOTTOM OF HER FOOT... and

  then ERUPT THROUGH THE OTHER SIDE!!!!!!!!

  THE SOUND CUTS OUT as we go:

  CLOSE ON EVELYN as the shock and searing pain collides in her

  brain behind her eyes. Then...

  CLOSE ON THE MIRROR as it SILENTLY CRASHES DOWN THE STAIRS...

  then rattles around in a circle before coming to a

  standstill.

  SOUND COMES RUSHING BACK IN

  ON EVELYN as full blown fear washes over her. That sound was

  most definitely HEARD. She looks down...

  CLOSE ON EVELYN's FOOT... as she SLIDES THE FOOT SLOWLY UP

  THE NAIL... and POPS IT FREE. Blood immediately begins to

  drip from the wound.

  EVELYN rushes down the remaining stairs, wincing with every

  other step.

  40.

  WE FOLLOW ON EVELYN's BACK as she hurriedly shuffles through

  this basement that once felt familiar in the romantic glow of

  their slow dance... but now feels stark... and desperately

  lonely.

  Finally, EVELYN arrives... at LEE's security console. She

  desperately pushes past stacks of notebooks and files, boxes

  of various electrical equipment like cellphones, cassette

  players and EGG TIMERS that have been pillaged for parts.

  EVELYN finally moves... THE BOX OF HEARING AIDS... to reveal

  that there on the wall... is a large, hand made switch.

  EVELYN grabs the knob at the top and thrusts it down.

  54 EXT. FARM - LATE AFTERNOON 54

  Suddenly, flickering to life against the dusk colored sky...

  LINES OF RED CHRISTMAS LIGHTS!!!

  Like the white lights before, the power grid like system

  illuminates the farm in bright... RED!!!

  55 EXT. ROAD - LATE AFTERNOON 55

  REGAN lies in the sand next to the cross. Behind her we

  see... RED LIGHTS THROUGH THE TREES!

  ... REGAN doesn't see them.

  56 INT. FARMHOUSE - BASEMENT - LATE AFTERNOON 56

  ON EVELYN, leaning on LEE's console. Her eyes closed, she

  takes slow, deep breathes, as if to convince herself that it

  will all be OK now... The signal has been sent.

  For a brief moment... a smile... as she then opens her eyes

  and moves back to the stairs.

  As she clutches the support beam and goes to take her first

  step up...

  A LARGE SHADOW FLASHES PAST THE DOORWAY!!!!!

  EVELYN spins back away from the stairs in terror.

  57 EXT. WOODS - VALLEY PATHWAY - DUSK 57

  As sky begins to settle into dusk above the towering trees...

  LEE enters carrying a limp MARCUS.

  41.

  He trudges up the sand path, looking down at MARCUS.

  MARCUS' eyes are open... but he is not present.

  ON LEE'S BACK NOW, as he and his son crest the hill.

  WE BOOM UP to see the dark horizon line of sky... give way to

  the top of the silo... and then the fire red ground

  illuminated by Christmas lights.

  ON LEE as we see his face register exactly what this means.

  He breaks into a full sprint.

  58 INT. FARMHOUSE - BASEMENT - DUSK 58

  CLOSE ON one of the basement windows as red light pours

  through.

  WE PULL BACK SLOWLY as:

  EVELYN's HANDS enter frame. She desperately pushes on the

  window... nothing.

  EVELYN roams around the basement like a caged animal

  searching for any way out...

  She moves back to LEE's security console, scanning the

  desk... think... THINK!

  Suddenly her eyes fall upon... the box of small electronics

  she just moved to get to the switch.

  Suddenly we hear:

  A SCRATCHING OF CLAWS ON A WALL AND A CRASH OF GLASS FROM

  ABOVE HER!!!!

  EVELYN freezes with fear. Then....

  THE HORRIFIC SCREEEEEEEEECH CAN BE HEARD!

  EVELYN closes her eyes as the same sound that preempted her

  son's death washes over her.

  Then... her eyes shoot open in pain...

  CONTRACTION!!!

  Larger than the second one, this one brings EVELYN to her

  knees, her head dips to the ground as she grimaces in intense

  pain.

  42.

  CLOSE ON EVELYN as her head suddenly shoots back up... The

  red light pouring in from the basement windows cuts a line

  across her face revealing her exploding eyes trying to

  swallow the pain. Tears begin to fall... she is unable to

  breath.

  Then suddenly... air slowly escapes as she exhales... the

  contraction has passed. After a moment of realization?...

  Disbelief? She stands up and out of frame.

  WE HOLD and then slowly pan down to... a small pool of blood

  on the floor.

  59 INT. FARMHOUSE - DUSK 59

  NOW LOOKING DOWN THE STAIRS from the doorway in the first

  floor hallway... we see...

  EVELYN rush through frame past the stairs.

  ... WE CAN BARELY MAKE OUT A NONDESCRIPT SOUND.

  60 INT. FARMHOUSE - BASEMENT - DUSK 60

  ON EVELYN as she quickly slides in behind a large boiler. We

  can see the basement stairs in the background.

  EVELYN squeezes her eyes shut... and begins murmuring to

  herself... THE NONDESCRIPT SOUND IS SLIGHTLY LOUDER... A

  TICKING...

  And then....

  EVELYN's eyes shoot open... What now? Suddenly....

  CONTRACTION!!!!

  We are on EVELYN'S face as she endures this immeasurable pain

  in this unthinkable moment...

  Then we hear...

  TICK.... SCRAAAAAPE... TICK.... SCRAAAAAPE

  Whatever IT is... it's coming DOWN THE STAIRS.

  TICK.... SCRAAAAAPE... TICK.... SCRAAAAAPE

  EVELYN crushes herself even tighter against the wall behind

  the boiler... closing her eyes and exhaling in pure, painful,

  silence as the contraction subsides...

  43.

  Suddenly we hear...

  SILENCE...

  EVELYN turns and peers through the water tanks.

  IN EVELYN'S POV as she scans the room through the sliver of a

  view then suddenly...

  We can barely make out more than a SLIVER of a creature's

  shoulder or back from in between the tanks. WE CAN SEE THAT

  IT IS COVERED IN SMALL ARMOR LIKE PLATES! Suddenly...

  The small plates on the creature's shoulder... BEGIN TO LIFT

  UP??!! Like the pieces on a colander, or... an old satellite

  dish... the small plates open up with the crackle and pull of

  anatomical goo underneath. Then all of the sudden... the

  plates BEGIN TO ROTATE! Like directional microphones, the

  plates... begin searching the room... FOR SOUND!

  From behind the tanks, EVELYN watches as the creature's

  plates turn toward the wall of monitors. Suddenly, each of

  the screens... begins to flicker!!! Then... the picture goes

  completely dark!

  EVELYN then suddenly rolls her back against the tanks to look

  from one side of the room... to the other.

  Suddenly... We now can identify the NONDESCRIPT SOUND FROM

  EARLIER as... TICKING.....

  Then, sitting on a shelf on the wall opposite the console, we

  see...

  AN EGG TIMER!!!

  WE CONTINUE TO PUSH IN, THE TICKING SOUND NOW MUCH LOUDER,

  when finally, just as we land CLOSE UP on the egg timer...

  RIIIIIIIIIIIIIIIIIIING!!!!!!!!!!!

  THE CREATURE SCREEEEEEEEEEEECHES!!!!

  AND ATTACKS THE SOUND!!!!!!!

  EVELYN opens her eyes...

  That's it! Her plan worked! EVELYN thrusts herself away

  from the tanks!!

  WE TRACK WITH HER as she moves as quickly as she can to the

  exposed stairs and begins to climb.

  44.

  61 INT. FRONT HALL - DUSK 61

  FROM THE KITCHEN WE LOOK THROUGH THE HALLWAY ONTO THE FRONT

  DOOR. Suddenly... EVELYN bursts out of the doorway from the

  basement.

  WE FOLLOW ON HER BACK as she maneuvers her feet desperately

  from PAINTED SPOT to PAINTED SPOT down the hall to the front

  door and to freedom!

  She grabs the stair post for support as she crosses through

  the front hall, only steps from the door when, OVER HER

  SHOULDER we barely see:

  A DARK SHADOW WALKING UP THE SAND PATH!!!

  EVELYN immediately spins around into CLOSE UP as we now LEAD

  HER as she rushes up the main stairs.

  At the top of the stairs, WE TILT DOWN as she reaches to the

  floor and picks up the thick blankets covering the landing.

  Behind her... THE FRONT HALL LIGHTS BEGIN TO BRIGHTEN!

  62 EXT. BARN - DUSK 62

  WE HOLD ON the side of the barn... as LEE enters with MARCUS

  and places him on the ground.

  WE FOLLOW LEE as he slowly cranes his neck to look around the

  barn. There, beautifully lit in RED is the sand path leading

  to the farmhouse. LEE's eyes travel down the path and up the

  stairs and...

  ONTO A LARGE DARK SHADOW... NOW IN THE FRONT HALL!!!

  LEE snaps his back against the wall, his eyes darting with

  fear as he thinks... thinks. Finally he turns to his son who

  stands looking at him blankly.

  LEE immediately digs into his back pack and pulls out... A

  FLASH LIGHT!

  LEE places the flashlight in MARCUS's hands. MARCUS looks up

  to him with familiar panic in his eyes.

  LEE then slides closer to his son... and gently places his

  hands on MARCUS' shoulders.

  Suddenly, LEE places his left hand straight up against his

  chest, crosses the fingers of his right hand, brings the two

  together and... shoots his right hand into the sky.

  45.

  This... is the same exact sign his four year old son made in

  the general store at the beginning of the movie. This...

  means ROCKET.

  MARCUS shakes his head no.

  LEE gently places his hands on MARCUS' face and looks

  directly in his eyes. No doubt informed by the heart opening

  day they've had... It is a beautiful moment of strength as

  LEE communicates so much to his son. First and foremost,

  there is understanding... and even an apology for the

  situation they are in. But then the look turns to imploring.

  LEE (SIGNING)

  Your mother needs help. I need you

  to do this... for her.

  MARCUS looks to his dad... his eyes change.

  LEE (SIGNING) (CONT'D)

  ... please...

  And with that... MARCUS is gone.

  ON LEE as he watches his son run down the side of the barn...

  and disappear around the corner. He takes a deep breath...

  God protect his son. God protect all of them.

  LEE turns and runs around the barn.

  63 INT. FARMHOUSE - UPSTAIRS BATHROOM - DUSK 63

  FROM ABOVE we see EVELYN enter the room carrying the thick

  blankets from the stairs and turns on the bathroom light...

  spots of blood smear on the floor.

  ON EVELYN as she slowly gets into the bathtub. Tears fall

  down her face as she reaches over the wall of the tub... and

  starts stacking the blankets from her knees to her chest.

  As she folds the last blanket over herself...

  CONTRACTION!!!

  This time her eyes go wide with the electric shock like pain.

  This... is the big one. THIS... IS HAPPENING!

  Suddenly we hear...TICK.... SCRAAAAAPE... TICK.... SCRAAAAAPE

  Whatever IT is... it's trying to climb the stairs.

  TIGHT ON EVELYN's hand as it jerks and grips til it turns

  white from force.

  46.

  FROM ABOVE, we see EVELYN in extreme pain... but somehow

  keeping it all in.

  Suddenly... a small stream of blood begins to trickle by her

  exposed feet.

  64 INT. BARN - LEE'S BEDROOM/STALL - DUSK 64

  LEE rushes into his room and reaches under his mattress and

  pulls out...

  A SHOT GUN!... Not the first choice, when trying not to make

  noise... but he has no other choice.

  65 EXT. FARM - CORNFIELD - DUSK 65

  MARCUS walks down a thin sand path, suddenly stops... and

  looks up to a HUGE OVERARCHING FIGURE ABOVE HIM!

  It is a watering device found in cornfields that tower high

  above the corn and roll slowly through the fields on giant

  wheels.

  66 INT. FARMHOUSE - UPSTAIRS BATHROOM - DUSK 66

  ON THE BATHTUB. All that can be seen are EVELYN's eyes as

  she peers over the bathtub wall. Through the door... and to

  the steps. Suddenly we hear again...

  TICK.... SCRAAAAAPE... TICK.... SCRAAAAAPE

  Just then... The light bulb above EVELYN begins to DIM!!!

  QUICKLY BACK ON EVELYN as she begins to cry, preparing for

  the end. And then...

  CONTRACTION!!!!

  FROM ABOVE as EVELYN's face shoots to the sky... with no

  affect. Her eyes wide, the rest of her face is calm.

  Then we see... Blood and fluid now pool around her feet as

  the light above her... goes out.

  From only the light from the window we see EVELYN's face...

  finally crack in pain. Her mouth opens... releasing the most

  guttural... and now two person...

  SCREEEEEEEAM!

  47.

  BUT, right at that moment, the screams of mother and baby are

  drowned out by a thundering.....

  BOOOOOOOOOOOOOOOOOOM!!!!

  67 EXT. FARMHOUSE - SAND PATH - NIGHT 67

  WE TRACK WITH LEE as he sprints down the sand path holding

  the shot gun like a civil war soldier rushing into battle

  as...

  ENORMOUS BLOOMS OF FIREWORKS BURST BEHIND HIM!!!!

  Red, green, white... large plumes, small sparkles falling

  down.

  In the midst of this unthinkable nightmare... it's gorgeous.

  68 EXT. ROAD - NIGHT 68

  Huge bursts of fireworks light up through the tops of the

  towering trees...

  REGAN, sits up abruptly into the fireworks' silhouette.

  CLOSE ON REGAN as the colors illuminate on her face.

  69 INT. FARMHOUSE - FRONT HALL - NIGHT 69

  FROM THE DINING ROOM, we look into the front hall in the

  background.

  Suddenly, from the doorway... the muzzle of a gun pokes

  through. Then moments later... LEE walks in stealthily.

  Moving the gun exactly where his eyes point... he clears the

  room.

  ON LEE'S BACK as we look down the gun barrel. He looks to

  the dining room. He looks to the living room. He looks to

  the... STAIRS!!!

  LEE'S POV as he walks up the stairs. On each stair... drops

  of blood. To the left, along the wall, the wallpaper has been

  intermittently RIPPED... IN THREE EQUIDISTANT MEANDERING

  LINES.

  48.

  70 INT. FARMHOUSE - UPSTAIRS HALLWAY - NIGHT 70

  THROUGH A DOORWAY onto the now exposed wood floor landing

  with the bannister outlining the upstairs hall.

  Suddenly, the top of LEE's head enters frame... just as the

  creature's had only moments before... Then his gun, facing

  into the bedrooms to the side. LEE moves the gun confidently

  in all directions, making sure the upstairs is clear.

  As LEE's gaze comes around to face directly at us... his gun

  lowers... and:

  WE SLOWLY PULL BACK INTO THE ROOM TO REVEAL... the

  bloodstained edge... of the BATH TUB.

  ON LEE's BACK as he rushes to the tub to find... just blood

  in an empty bath tub.

  LEE turns into his own CLOSE UP PROFILE as his back slides

  down the bathtub and onto the floor. His hand releases the

  gun to the floor. His eyes close and he begins to... softly

  weep.

  A mirror behind LEE reflects the room back to him, revealing

  for the first time... a beveled glass shower door at the

  opposite end of the room. Suddenly...

  A BLOODY HAND HITS THE GLASS!!!!... And the shower door

  slowly opens!!!

  OVER LEE as he scrambles to the shower and opens the door!

  Stuffed inside... is a quivering pile of blankets.

  LEE drops to his knees and pulls back the blankets to see...

  his wife. Pale, with eyes closed... she's breathing. And in

  her arms... a sleeping newborn baby.

  71 EXT. CORNFIELD - NIGHT 71

  WE HOLD ON THE TOPS OF THE DENSE CORN, the creature like

  silhouette of the giant watering device looming... as the

  last of a series of bottle rockets fire into the darkening

  night sky.

  WE MOVE ABOVE THE CORN and then descend through it onto a

  thin sand path and onto... MARCUS. WE FOLLOW WITH HIM as he

  safely walks back toward the BARN, holding his flashlight, as

  the final bursts of fireworks illuminate behind him. On

  MARCUS' face... is genuine pride. He knows he has done

  something heroic. Suddenly...

  WE HEAR THE SNAP OF CORNSTALKS!!!

  49.

  MARCUS, frantically whips his light around the path behind

  him.

  WE FOLLOW HIS LIGHT as it scans the path and the stalks...

  Even with nothing there... it's terrifying.

  Just then... His flashlight begins to DIM....

  SNAP!!!

  MARCUS whips his light around to the thin sand path in FRONT

  of him... nothing...

  SNAP!!! CRUNCH!!! SNAP!!! CRUNCH!!! Something ELSE is

  moving toward him... fast!

  MARCUS turns around, away from the BARN... AND RUNS!!!! WE

  ARE ON MARCUS' FACE AS HE RUNS... Scanning, scanning...

  SNAP!!!... SCANNING!!!... CRUNCH!!! SCANNING!!

  HIS FLASHLIGHT... STARTS TO FLICKER OUT...

  THE CORN TO HIS RIGHT... BEGINS TO SNAP... ITS COMING CLOSER!

  MARCUS turns and begins to run... INTO THE CORN!!!!

  WE ARE NOW IN A TERRIFYING PERSPECTIVE... HANDHELD, AS CORN

  CROSSES RIGHT PAST LENS. THE FLASHLIGHT not able to cast

  light on anything that's not right in our face, creating

  almost a STROBE EFFECT!!! MARCUS is making... A TON OF

  SOUND!!!!

  ON MARCUS' FACE... pure panic. When suddenly... WE ARRIVE

  into a small clearing to see... A TRACTOR, completely

  overgrown with corn. MARCUS immediately climbs onto the

  tractor and frantically whips his light around the

  clearing... and into the dense corn...

  THE LIGHT... STARTS TO DIM.... SNAP!!! CRUNCH!!! SNAP!!!

  CRUNCH!!! Something is moving toward him FAST! THE LIGHT

  BEGINS TO FLICKER.... and then goes out.

  Suddenly, off in the corn in front of him (AND FOR THE FIRST

  TIME) we hear... A LOUD SCREEEEEEEEEEEEEEECH!!!! The light

  suddenly BLARES BRIGHT as...

  A DEER HEAD POPS OUT OF THE CORN!!!!!!!!

  ALL IN AN INSTANT, MARCUS flies back in fear! Slipping from

  the top of the tractor... and SLAMMING HIS HEAD INTO THE

  WHEEL WELL.

  BLACK

  50.

  72 EXT. FARM - DRIVEWAY - NIGHT 72

  Fade in: The night is now dark.

  WE ARE BEHIND REGAN walking. AS WE ARE WITH HER... WE ARE IN

  TOTAL SILENCE.

  She looks around at the remnants of the last horrifying

  moments... More reminiscent of a soldier returning to a

  battlefield, then a girl returning to a farm, we see

  countless streamers of firework smoke still falling

  gracefully from the sky. The tips of dry cornstalks

  flicker... alight with small flames. Off in the distance we

  see... lights of the SILO. Shining like a beacon.

  REGAN walks along the eerie shadows of corn stalks when

  suddenly at her feet... cracks of light.

  REGAN lowers to her knees and puts her head to the ground to

  see... a bright light, cutting through the bottom of the

  stalks of corn. Suddenly, the pliers REGAN used to work on

  the TOY SHUTTLE... slip out of the pocket of her dress...

  ...AND CRASH ONTO A ROCK ON THE GROUND!!!

  REGAN... doesn't even notice... because she didn't even hear

  it... REGAN sits back up to kneeling position when suddenly

  the cornstalks behind her... BEGIN TO LAY DOWN... AS A SHADOW

  EMERGES!!!At that exact moment... we begin to hear the oddest

  and unpleasent beeeeeeeeeeeep.

  Suddenly, REGAN's eyes begin to squint slightly. Then... her

  hand slowly reaches up to her ear?...

  SHE CAN HEAR THE BEEP!!!!

  SUDDENLY... the SHADOW moves closer to REGAN... and THE

  BEEEEEEP GROWS!!! Now at a near deafening level, we see the

  shadow behind REGAN... stop? REGAN's face now scrunches up

  in agony as she grabs her ears!!! REGAN digs into her right

  ear, rips out the hearing aid and launches forward!!

  ....SILENCE.....

  REGAN suddenly kneels back up into frame... THE SHADOW IS

  GONE!... SHE NEVER EVEN KNEW IT WAS THERE.

  Breathing wildly, REGAN looks at the hearing aid in her hand.

  Her face is almost electrified! As excruciating as that

  was.... THAT IS THE FIRST SOUND SHE HAS EVER HEARD!

  REGAN... slowly puts the hearing aid back in her ear...

  ....nothing....

  51.

  73 EXT. CORNFIELD - NIGHT 73

  WE FOLLOW REGAN as she walks down the small path leading

  to... the clearing. One ladder stands, the other ladder on

  the ground, bottles and fireworks litter the ground. And

  then, there in the center of the clearing, lit by the

  flashlight... one half of a deer carcass.

  ... No sign of MARCUS...

  REGAN slowly bends down to pick up the flashlight when

  suddenly... THE CARCASS MOVES! REGAN jumps back,

  terrified!!!

  Then from under the neck of the deer... a hand!!

  REGAN runs over and pushes the carcass off of... MARCUS, who

  has been safely lying underneath.

  Covered in blood, he scrambles to try to get to his feet.

  REGAN grabs him and holds him tight. She places her finger

  to her lips... just like her dad.

  She looks around to see if they have a chance to run... and

  then thinks better of it. She looks back to her brother...

  and places her hand on his chest.

  WE RISE above the clearing, above the overgrown tractor...

  and once again into the night.

  74 EXT. FARMHOUSE - NIGHT 74

  WE ARE WIDE on the FARMHOUSE. The RED CHRISTMAS lights sway

  gently in the now calm night air.

  After a long quiet moment...

  LEE appears at the doorway. He carries EVELYN in his arms...

  The baby in hers.

  He slowly descends the porch stairs and begins to walk toward

  the BARN... his eyes locked firmly on his cargo. For a

  moment, as LEE walks, this all feels almost like a dream. Or

  the end of a nightmare. Respite.

  WE ARE TIGHT ON EVELYN who we see is unconscious from the

  trauma and the loss of fluids... THEN DOWN TO the tightly

  wrapped baby sleeping in her arms.

  LEE looks ahead to the doors of the BARN off in the seemingly

  never ending distance.

  Suddenly...

  52.

  THE BABY BEGINS TO STIR!!!

  LEE's eyes shoot down to see the baby streeeeeeeeetch... and

  slowly begin to open it's eyes.

  ON THE BABY as it looks up, searchingly, at his father... as

  his father picks up his pace!

  Suddenly... we begin to notice the dim red light on the

  baby's face... BEGINS TO FLICKER!

  ON THE BARN DOORS getting closer... closer.

  ON LEE as he trudges with everything he has to get his baby

  to safety when suddenly... a cold wind blows across LEE's

  face and through his hair.

  LEE slowly looks down as...

  THE BABY CRIES!!!!!!

  WE HOLD DIRECTLY ON LEE, LEADING HIM, as he breaks into a

  full sprint!

  LEE'S eyes momentarily dart quickly to the side, not at all

  prepared for what he might find.

  WE NEVER LEAVE LEE's FACE. As his head bobs back and forth

  from running, we intermittently catch glimpses of the long

  path behind him. First we see the FARMHOUSE shrinking in the

  distance behind him. And then we hear...

  SNAP!!!

  BEHIND LEE... the large tree near the farmhouse moves

  wildly!!

  LEE's eyes never even widen. There is no surprise. This is

  the moment he knew would come. As he sprints with everything

  he has... the string of bulbs above him... DIM DOWN TO ALMOST

  NOTHING!!!!

  IN THE DARK DISTANCE BEHIND HIM... A

  SCREEEEEEEEEEEEEEECH!!!!...

  Lee... Is... Running... running... closer... closer...

  then....

  LEE BURSTS THROUGH THE HEAVY QUILTS!!! HE'S IN THE BARN!!

  WE ARE ON LEE as he sprints through the familiar interior of

  the BARN. When suddenly...

  WE HEAR A HUGE BANG!!! Then...

  53.

  THE HEAVY QUILTS FLY UP INTO THE AIR!!!... JUST AS LEE

  DESCENDS INTO THE GROUND!

  75 INT. BARN - SAFE ROOM - NIGHT 75

  LEE falls back onto the steps, barely holding onto his wife

  and child as his free hand reaches for... the mattress!

  As LEE finally grabs the mattress and slides it over the

  opening above the stairwell...

  BLACK

  In total darkness we hear:

  LEE'S BREATH QUICKENS... AN ODD SOUND OF SOMETHING HEAVY...

  ABOVE... THE CREATURES ARE INSIDE THE BARN!!!! A CACOPHONY

  OF SCRATCHING, TEARING AND SCREECHING... Then...

  FIRE!!... LEE's lighter cuts through the black and then

  retreats into a small glow in the room as we try to

  comprehend what's happening. We see EVELYN has been placed

  on a hay bale as...

  ABOVE... A CRASH!!!!! THE CREATURES ARE TEARING THROUGH THE

  ROOMS... AND DROWNING THE SOUNDS OF THE FAMILY BELOW... FOR

  THE MOMENT...

  LEE picks up the crying baby... as we PUSH IN. For one brief

  second amidst the fury of nerves and sound we see... a father

  holding his newborn child for the first time. It is a

  precious, once in a lifetime moment.

  Then...

  A PLASTIC MASK COMES INTO FRAME... and ONTO THE BABY's

  FACE!!!!

  As if in an airplane video, LEE wraps the mask's strap behind

  the baby's head... and then LOWERS THE BABY INTO THE WOODEN,

  QUILT LINED BOX!

  WE PAN TO THE SIDE of the box... along a clear plastic

  tube... to a stand up air canister. LEE's hand enters frame

  and turns the valve... a quiet whisper of air.

  LEE stares down at his tiny crying baby wearing an oxygen

  mask. The juxtaposed image seemingly almost as bizarre to

  him as it is to us. THEN...

  54.

  LEE PLACES A LARGE STACK OF BLANKETS OVER THE TOP OF THE

  BOX!!!!... AND THEN A COVER!!!!

  THE BABY'S SCREAMS CAN'T BE HEARD...

  THE BANGING... THE SCREECHES... INCREASE IN TEMPO AND

  SOUND!!!

  LEE just stares down at the small casket like box...

  This either works... or they're dead...

  76 EXT. CORNFIELD - DRIVEWAY - NIGHT 76

  WE FOLLOW REGAN and MARCUS as they sprint up the main sand

  path/driveway running parallel to the cornfields. With the

  flashlight slicing through the darkness... it's nearly

  impossible to tell where we are. Suddenly the corn ends and

  OVER MARCUS AND REGAN we see...

  Shadows of farm equipment!

  REGAN turns her head... and looks up.

  REGAN's POV as we climb higher and higher... to the top of

  the SILO!

  77 INT. BARN - SAFE ROOM - NIGHT 77

  Silence... The frame filled with a dark brown... Time has

  passed. Then...

  WE TRAVEL DOWN from the dirt ceiling... past a hook on the

  wooden support beam... to a clear plastic IV BAG hanging...

  down a fluid filled plastic tube... and into an arm.

  WE PULL BACK to reveal EVELYN lying on the hay bale

  comfortably... her eyes still closed. She has been

  bandaged... and wears LEE's sweater. A single burning candle

  by her side. Then...

  EVELYN SHOOTS AWAKE!!! SHE SCRAMBLES TO SIT UP THROUGH THE

  PAIN!!! HER EYES SEARCH A LOW LIT ROOM!!! SHE GOES TO SIT

  UP AND WINCES... AN IV IS IN HER ARM!!

  Out of the darkness... comes LEE! He is holding the baby.

  LEE

  It's ok. It's ok! Your safe.

  EVELYN looks up at LEE immediately confused as to why he's

  talking... then it sinks in.

  55.

  EVELYN

  It worked?

  LEE

  It worked.

  EVELYN

  It worked... it worked...

  LEE holds up the sleeping baby and places it in EVELYN's

  arms... Tears fall down her face. She looks back up to her

  husband... and then around the room.

  EVELYN (CONT'D)

  Where's Marcus?

  Pause.

  LEE

  I'll find them.

  EVELYN

  Them?!

  EVELYN immediately tenses.

  LEE takes the sleeping baby from EVELYN and places it in the

  safe wooden box. No air mask needed now.

  EVELYN (CONT'D)

  She was with me in the house. I

  was doing laundry and she-- He was

  with you. How did he--

  LEE sits next to his wife... and begins to lay her back down.

  LEE

  Rockets.

  EVELYN pauses.

  EVELYN

  Then he-- then he's still there.

  He'd know to--

  LEE sits next to his wife... and begins to lay her back down.

  LEE

  I'm sure he is.

  EVELYN

  She's smart she'll have found a

  place to-- She's smart...

  56.

  EVELYN's gaze finally lands on her child.

  EVELYN (CONT'D)

  It's a boy.

  LEE

  ... It's a boy.

  EVELYN

  ... It's a boy.

  Pause.

  EVELYN (CONT'D)

  ... I could have carried him.

  LEE looks at his wife confused.

  EVELYN (CONT'D)

  He was so heavy...

  LEE freezes...

  EVELYN (CONT'D)

  I can still feel the weight in my

  arms. He was... small, but so

  heavy, wasn't he?

  LEE can't speak.

  EVELYN (CONT'D)

  My hands were free-- I was carrying

  the bag, but my hands were still

  free... I could have carried him...

  I should have carried him.

  LEE

  ...Evelyn...

  EVELYN

  Who are we?... if we can't protect

  them. Who are we?

  LEE is frozen... every image rushing back to him.

  EVELYN (CONT'D)

  You have to protect them.

  LEE

  I will.

  57.

  EVELYN

  Promise me. We can't--... You need

  to protect them.

  78 EXT. SILO- ROOF - NIGHT 78

  CLOSE ON... A FLAME!!!

  As it dies down, coming into view we see... MARCUS sitting in

  front of the shallow metal drum their father sat in front of

  the night before.

  REGAN walks around the fire looking out across the farm for

  any sign of her father.

  Just as the fire is about to die out, REGAN walks back and

  squirts the last remaining fluid from the bottle. The fire

  rages again and illuminates the two children... as well as

  the fading hope on their faces.

  The fire begins to die down again. REGAN rummages in the box

  picking up the empty bottles of lighter fluid and shaking

  them frantically...

  She shakes the last empty bottle... And slumps down...

  defeated... scared.

  In the last moments of the dying flame...

  MARCUS (SIGNING)

  He'll come for us.

  The two kids stare off desperately over the farm...

  preventing them from seeing far off in the distance to the

  right...

  A fire ignites... Then farther off... another fire...

  BUT THIS TIME... ITS ONLY TWO!

  The kids don't even notice.

  79 INT. BARN - NIGHT 79

  WE ARE ON THE FAMILIAR image of the interior of the BARN.

  Suddenly, the mattress on the ground... moves. Then...

  LEE's head slowly arises from underground.

  LEE stands to see their barn... their life has been tossed

  and ravaged.

  58.

  LEE places the mattress back over the large unfinished hole

  leading down to the safe room and stands up. LEE stares down

  at the mattress... and what it protects... then walks out of

  frame.

  WE HOLD ON THE mattress a moment... And then SLOWLY MOVE

  along the floor of the BARN... past the monopoly game...

  until we reach the bedroom stalls to see...

  A LARGE CLAW MARK GOUGED OUT OF THE BARN WALL!

  As we move down we see... a pipe above the long trough on the

  wall...has broken...

  WATER DRIPS FROM THE BROKEN PIPE... AND A POOL OF WATER...

  MOVES ACROSS THE FLOOR!

  80 EXT. SILO - ROOF - NIGHT 80

  CLOSE ON REGAN, oddly lit. She lays on her back staring up...

  at the stars. REGAN fumbles with something in her ear...

  WE GO EXTREME CLOSE on her turning the tiny dial on top of

  her hearing aid. As she does... she places her other hand by

  her ear and rubs her fingers together, hoping to hear a

  sound.... Nothing.

  REGAN turns the dial even more... nothing.

  REGAN immediately rolls over, frustrated. Sitting directly

  in her view, on his dad's small stool... is MARCUS looking

  out hopefully to the farm.

  MARCUS (SIGNING)

  He'll come.

  REGAN scoffs and goes to get up when suddenly, under her

  dad's stool she sees... a box... the box LEE kept the photo

  in... She reaches under the stool and grabs it.

  NOW CLOSE OVER THE BOX ONTO REGAN as she stares down at it...

  Then... As the lid opens, it covers frame completely to...

  BLACK

  81 INT. BARN - SAFE ROOM - NIGHT 81

  EVELYN'S eyes shoot open! Her face barely lit from a small

  slice of red light.

  We hear very clearly... The sound of running water.

  59.

  EVELYN squints as her eyes adjust to the low light and

  attempts to get her bearings.

  EVELYN's POV as she scans across the ceiling, down the walls

  and finally onto... the blanket covered crib in the middle of

  the room.

  A relieved smile appears on EVELYN's face... and then a

  wince... as she slowly tries to sit up.

  She quietly slides her legs off of the hay bale and toward

  the ground when... she suddenly stops!

  WE FOLLOW EVELYN's eyes down her body to the ground to see

  her legs...

  ARE SUBMERGED IN WATER!!!!

  EVELYN's eyes shoot frantically around the dark room again

  and finally land on the source of red light from above. She

  leans forward to see... CHRISTMAS LIGHTS...

  THE MATTRESS HAS BEEN MOVED!

  From one corner of the large opening... a stream of water

  pours down into the room. Suddenly...

  A SNORT!!!!

  EVELYN's head slowly turns... The look on her face reveals to

  us the immediate truth that her brain won't yet admit.

  EVELYN's POV as we scan the room once more. This time, in

  the shadowed corner of the room...

  A LARGE BLACK SHAPE!!!!!

  EVELYN is frozen with fear as she watches....

  THE SILHOUETTE OF A CREATURE STANDING DIRECTLY ABOVE HER

  BABY'S CRIB!!!!!!!!!!

  EVELYN'S eyes travel down from the creature... to her baby's

  crib where...

  THE QUILT BEGINS TO MOVE!!!.... THE BABY... IS WAKING UP!!!

  Suddenly... WE HEAR THE BEGINNINGS OF THE LOW HUM!!!

  We see a flash of red reflected off the small plates... as

  they open.

  60.

  WE HOLD ON EVELYN, her brain racing as fast as her heart, as

  she slowly looks at THE PLATES ROTATING... SCANNING THE ROOM.

  Suddenly... Her breath stops... as EVELYN...

  STANDS UP!!!!!

  As she stands... We watch the rings in the water from EVELYN

  flow through the room... TO THE CREATURE!! The plates

  immediately turn down toward the rings in the water.

  EVELYN looks over to the water running down the steps... then

  back to the creature. It is clear it can't place exactly

  where she is due to the sound of the dripping water.

  WE FOLLOW on EVELYN'S back as she begins to slowly... MOVE

  THROUGH THE WATER!!!

  Suddenly... the red lights from the barn above begin to

  DIM... and illuminate THE CREATURES BACK!!!

  WE GO CLOSE on it's small plates completely opened up and

  vibrating... WE TRAVEL CLOSE up it's back through the tunnel

  of receiving its plates have created and end CLOSE ON the

  cavernous holes in it's head where the information is

  processed.

  When suddenly... EVELYN, with an unnerving calm...

  REACHES INTO THE CRIB!!!!

  CLOSE ON the crib to reveal...

  THIS NEWBORN BABY... IS WIDE AWAKE!!!!

  CLOSE ON EVELYN, as she places the baby on her shoulder as...

  SHE BEGINS TO SLOWLY WALK BACKWARDS!!!!

  EVELYN'S POV as we watch... THE CREATURE's plates begin to

  turn on its body... they are turning... TOWARD EVELYN...

  THE WATER BEGINS TO MOVE as... THE CREATURE TURNS TO EVELYN!!

  WE GO CLOSE ON THE VIBRATING WATER TRAVELING TO EVELYN...

  UP ON EVELYN as she closes her eyes and continues walking

  backward, when suddenly we see... A GUSH OF WATER CASCADING

  BEHIND HER.

  Without flinching, EVELYN COVERS THE BABY... AND WALKS RIGHT

  THROUGH THE CASCADING WATER suddenly... DISAPPEARING!

  ON EVELYN, her back pressed up against the dirt wall. The

  water pouring only inches from her face... like a small

  waterfall.

  61.

  Then just in front of EVELYN... distorted behind the

  waterfall... THE CREATURE SLOWLY ENTERS... then...

  Though our view is skewed through the water... IT OPENS IT'S

  MOUTH!!! Even through the distortion, we still understand

  what we're seeing is A LONG CRESCENT OF RAZOR SHARP TEETH!!!!

  82 EXT. CORNFIELD - NIGHT 82

  From black... a flashlight slices into frame, illuminating

  the looming corn stalks on either side as WE MOVE SLOWLY

  along a thin sand path that cuts through the dense corn.

  LEE walks into frame.

  He comes to the end of the thin path and arrives at... THE

  OVERGROWN TRACTOR.

  ON LEE'S face as he scans the area with his flashlight.

  ON POV of flashlight as it floods the tractor with light.

  LEE moves around the tractor... then stops.

  POV of flashlight... BLOOD!!

  83 EXT. SILO- ROOF - NIGHT 83

  The lid of the box closes to reveal REGAN. The sadness that

  has overtaken her... blends into anger.

  REGAN (SIGNING)

  We can't stay here. We need to

  move.

  MARCUS shakes his head.

  MARCUS (SIGNING)

  He'll come for us.

  REGAN shoots a look at him... and then walks AROUND THE EDGE

  OF THE SILO to the ladder. MARCUS begins waving his arms

  wildly. As REGAN turns to mount the first rung of the

  ladder... she looks back at him.

  MARCUS (SIGNING) (CONT'D)

  He WILL come for us.

  REGAN's sadness turns to anger.

  REGAN (SIGNING)

  He'll come for YOU!

  62.

  MARCUS shakes his head, signing as he steps toward her.

  MARCUS (SIGNING)

  No. You're wrong! I--

  And in the blink of an eye......

  MARCUS PLUNGES OUT OF FRAME!!!

  ON REGAN'S face as we hear... THE BOOMING SOUND OF METAL

  RIPPING OPEN!!!

  84 INT. BARN - SAFE ROOM - NIGHT 84

  EVELYN pinned against the wall... THE CREATURE's mouth open!

  When suddenly...

  The CREATURE immediately turns its head... Toward the sound

  of the SILO.

  SUDDENLY ITS GONE!

  85 EXT. CORNFIELD - TRACTOR - NIGHT 85

  THE LOUD SOUND OF GROANING METAL ECHOES across the sky above

  LEE.

  He immediately jumps on top of the tractor. WE FOLLOW as:

  OVER LEE'S BACK WE NOW SEE ABOVE THE VAST CORNFIELDS... TO

  THE SILO. Then...

  ANOTHER SOUND...

  LEE slowly turns only his head as we hear... a low, growling

  hum... almost like that of a swarm of bees.

  WE TRAVEL AROUND LEE 180 degrees and follow his gaze now

  toward the FARMHOUSE and BARN... and...

  DARK SNAKING LINES CUTTING THROUGH THE CORN!!!

  1 line... no 2... no... 4!!!

  THE SOUND GROWS LOUDER AND LOUDER as WE TILT with these

  rushing lines... HEADING STRAIGHT FOR LEE.

  ON LEE'S face as he looks on in horror at this unstoppable

  reality, as the lines... and the SHADOWS causing them...

  SLICE THROUGH THE CORN AROUND HIM!!!

  63.

  WE MOVE BACK AROUND LEE as he spins around to watch the lines

  head directly for...

  86 EXT. SILO- ROOF - NIGHT 86

  REGAN runs to the edge of the hole to see... Two giant trap

  doors of the silo roof swinging... GROANING BACK AND FORTH!!!

  Many feet below, we see MARCUS... waist deep in a mountain...

  OF CORN.

  REGAN'S body quakes as she does everything she can to resist

  the urge to call out when suddenly... MARCUS MOVES!

  MARCUS looks up at his sister as he wiggles and squirms,

  desperately trying to get free. But with every movement

  MARCUS... BEGINS TO SINK!!!

  REGAN signs to her brother to stop moving!! When suddenly...

  BANG...BANG!...BANG!!!!!!!

  ON REGAN as she places her hands on the SILO metal... as it

  now vibrates with each blow!

  Then... A SCREEEEEEEEEEEEECH!!!!

  BANG!!!... BANG!!!... BANG!!!

  MARCUS now thrashes wildly from fear!... AS HE SINKS EVEN

  FASTER!!!

  ON REGAN as she tries to sign to her brother frantically when

  suddenly...

  ONE OF THE SWINGING TRAP DOORS RIPS FREE FROM THE SILO AND

  PLUMMETS TOWARD MARCUS!

  As the steel door crashes into the corn like a guillotine

  only inches away from him, MARCUS lunges out of the way!!!...

  That desperate quick movement... causes the corn to give way

  even more... as it now engulfs MARCUS up to his chest!!!

  Suddenly....A CRACK OF LIGHT PIERCES THROUGH THE SILO

  WALL.... AND THEN ANOTHER!!!... THE CREATURES ARE TRYING TO

  CLAW THROUGH!!!

  ON REGAN as she tries to process it all and then finally...

  SHE JUMPS DOWN INTO THE HOLE!!!!!!!

  64.

  87 INT. SILO - NIGHT 87

  REGAN lands feet first into the packed corn... which

  immediately engulfs her to her waist!!! She begins to

  scramble toward her brother... SHE TOO SINKING FURTHER INTO

  THE CORN.

  REGAN begins to push the fallen steel door toward her

  brother.

  ON MARCUS as he desperately reaches his hand out toward the

  door... his face beginning to sink under the corn!!!

  REGAN makes one last desperate push of the door toward her

  brother's hand... AS CORN ENGULFS HER TO HER CHEST!!!

  In one swift move, MARCUS places his hand onto the fallen

  silo door that sits atop the corn like a floating log in a

  river.

  MARCUS's hand grabs hold of the steel and begins to pull

  himself out. As he gets his arm up on the steel door, he

  turns back and reaches for his sister... WHO IS NOW ENGULFED

  UP TO HER NECK!!!

  MARCUS immediately reaches back to grab her hand... but REGAN

  shakes her head and motions for him to stop! Then... she

  takes one last deep breath as...

  HER FACE DISAPPEARS INTO THE GRAIN!

  88 INT. SILO - NIGHT 88

  DARKNESS...

  A whirring of dense sound, like that of heavy rain on a car

  roof. Trickles of fading light as the sound grows quieter...

  and quieter and then... is gone.

  89 INT. SILO - GRAIN PILE - NIGHT 89

  MARCUS ferociously claws at the grain where his sister once

  was when suddenly...

  HE BEGINS TO MOVE!

  MARCUS looks back across the mountain and sees that the corn

  IS BEGINNING TO POUR OUT OF A HOLE BEING MADE BY SLASHING

  CREATURES!!!! And as the corn pours out the side, the corn

  MARCUS sits atop... BEGINS TO GIVE WAY AND SLIDE TOWARD THE

  HOLES... AND THE CREATURES!

  65.

  90 INT. SILO - NIGHT 90

  DARKNESS...

  Faintly... The whirring sounds slowly begin to fade back in.

  And with it a muted...

  ...boom....boom!...

  Tiny shafts of light begin to poke through our dark world as

  the sound grows...

  ...Boom!.....BOOM!... Suddenly...

  91 INT. SILO - GRAIN PILE - NIGHT 91

  A HAND POPS OUT OF THE CORN RIGHT NEXT TO MARCUS!!!

  The cascading corn... is actually sliding away at such a

  fierce rate that it unearths...

  REGAN'S FACE AS IT POPS OUT FROM THE CORN!!! REGAN takes

  in... the deepest breath of air her lungs can handle.

  92 EXT. CORNFIELD - DAWN 92

  LOW ON a sand path cutting through thick cornfields on either

  side as... LEE rounds the corner and sprints as fast as he

  can, his flashlight thrashes through the night sky.

  93 INT. SILO - DAWN 93

  ON MARCUS as he wraps his arm around his sister and pulls her

  up to the steel door.

  ON REGAN, sweating... breathing heavily... She looks to

  MARCUS... who is looking away??

  MARCUS puts his finger to his mouth to tell his sister to be

  quiet.

  Now with MARCUS, we suddenly realize... THE BANGING HAS

  STOPPED!

  MARCUS grabs his flashlight and shines it down toward the

  hole created by the creatures... NOTHING!

  MARCUS shines the flashlight to another set of slash marks on

  the silo wall... NOTHING!

  66.

  MARCUS shines the flashlight across the now still corn...

  SILENCE!

  Then suddenly... A SQUEAK!!!!

  MARCUS' flashlight launches up to the roof of the silo...

  where the second of the two doors squeaks back and forth.

  MARCUS' flashlight looks all around the trap door... All

  around the roof... NOTHING!!!

  As MARCUS leads the light back down the silo wall, he briefly

  illuminates REGAN, when suddenly...

  BOOM!!!!

  THE CREATURE JUMPS DOWN INTO THE LIGHT!!!! IT'S PLATES AND

  MOUTH FULLY OPEN!!!!

  REGAN looks up to the creature in horror and then whips

  around... and tackles MARCUS off the door!!!

  THE CREATURE STEPS TOWARDS THE KIDS!!!

  REGAN grabs the edge of the door and lifts it over her and

  MARCUS' heads!

  PINNED UNDERNEATH THE SILO DOOR, MARCUS looks over to his

  sister to see... SHE IS HOLDING HER EAR... NEARLY CONVULSING

  WITH PAIN!!! Not knowing what is happening to her he slowly

  reaches out his hand to her when suddenly...

  BANG!!!

  A GIANT CLAW RIPS THROUGH THE SILO DOOR, RIGHT BETWEEN THE

  TWO CHILDREN!!!

  The children stare at the claw, horrified when suddenly...

  THE CLAW BEGINS TO SHAKE... AS IF HAVING A SEIZURE!

  After a long moment of seizing up... THE CLAW RIPS BACK

  THROUGH THE DOOR... AND IS GONE??

  WE HEAR THE TERRIFYING SCREEEEEEEEECH OF THE CREATURE!!!

  Then... the sounds of SLASHING METAL!!! WE BARELY SEE THE

  CREATURE AS IT BURSTS IN AND OUT OF FRAME... SCRATCHING AND

  SLASHING AT THE SILO... TRYING TO GET.... OUT!!!!

  Suddenly, a HORRIFYING RIPPING SOUND!!! And then...

  67.

  SILENCE....

  The children look at each other.... silent... waiting.

  After a long moment, REGAN and MARCUS begin to slide the silo

  door off of them... and peak out.

  MARCUS picks up the flashlight and shines the light all

  around the silo... then suddenly stops... The children just

  stare... AS WE SLOWLY PULL BACK TO REVEAL...

  AN ENORMOUS HOLE TORN THROUGH THE SILO!!!

  MARCUS looks back to his sister... breathing heavily... WHAT

  JUST HAPPENED?

  A94 EXT. SILO - DAWN A94

  WE GO WIDE to REGAN and MARCUS jumping down from the same

  large hole... onto a large pile of corn that has spilt out

  into the night... THEY ARE COMPLETELY ALONE.

  MARCUS suddenly grabs REGAN'S hand and pulls her to her feet.

  ON THE BACKS OF THE KIDS as they sprint through the farm

  equipment graveyard holding hands...

  Suddenly, REGAN turns to head into the cornfields... MARCUS

  yanks her arm to stop her.

  REGAN looks at her brother... The look in his eye is begging

  her to trust him... she does as MARCUS pulls her to his safe

  place... the PICK UP TRUCK at the end of the driveway!

  As they arrive at the truck MARCUS expertly disappears

  through the cab's driver's side window... REGAN instinctively

  dives underneath the truck.

  WE SLOWLY PULL BACK on the truck. MARCUS' head pokes up from

  the back window of the cab. REGAN lies still underneath.

  They are split up... but safe.

  94 EXT. SILO - DAWN 94

  WE MOVE along a sand path, just as we did in the beginning of

  the movie, where the end of the cornfield opens into a

  clearing to reveal... THE WORK TRUCK off to the far left.

  LEE appears into frame.

  ON LEE as he shines the flashlight... scanning the scene.

  67A.

  HIS POV as it is... eerily quiet. LEE's flashlight shines

  all the way to the far right onto the gaping hole in the

  SILO... BUT THERE ARE NO CREATURES. Just the cement mixer

  and some tools tipped onto the ground.

  68.

  Fearing the worst... LEE makes his way to the hole.

  ON REGAN as she lifts her head to see the light shining on

  the SILO... and her father walking toward it. Her eyes go

  wide. She begins to shake her head... then wave her arms as

  best she can... no... no... NO!... but LEE doesn't see her.

  LEE begins to walk slowly toward the SILO.

  95 INT. FARMHOUSE - BASEMENT - DAWN 95

  WE ARE OVER THE STAIRS looking through the basement to the

  monitors.

  Suddenly... A dripping wet foot steps into frame... and then

  another as...

  EVELYN descends the stairs, holding the baby!

  96 INT. TRUCK - DAWN 96

  Through the rearview mirror we see reflections of LEE's

  flashlight as it scans up and down the SILO behind.

  ON MARCUS as the dim light reflects onto his closed eyes...

  and he wakes up. In the rearview he sees the flashlight and

  immediately spins to look out the window at his father...

  standing only yards from the hole. The smallest whisper...

  MARCUS (WHISPER)

  ...Dad... no... NO....

  Overcome with fear, MARCUS instinctively slides to the driver

  side door... AND OPENS IT!!!!

  97 EXT. TRUCK - DAWN 97

  As the driver's side door wrenches open, the age of the truck

  and the years without use become painfully evident as...

  IT MAKES A HIGH PITCHED SHRIIIIIIIIIIIIEEEEEEEEEEK!

  98 EXT. SILO - DAWN 98

  Almost transported back to that fateful day on the bridge, we

  watch as LEE's head slowly turns as he raises his light onto

  the truck and... his son!!

  Then, just as he did on the bridge... knowing what comes

  next... LEE RUNS!!!

  69.

  99 EXT. TRUCK - DAWN 99

  REGAN rolls out from under the car, grabs her brother and

  safely tackles him into the car, closing the door behind

  them.

  100 INT. TRUCK - DAWN 100

  REGAN puts her brother down onto the floor of the truck

  underneath the steering wheel for protection... and then hops

  over to the passenger side, sits up... and looks out the back

  window.

  101 EXT. SILO - DAWN 101

  ON LEE... running.

  ... Desperately trying to keep his promise to his wife...

  102 INT. TRUCK - DAWN 102

  OVER REGAN, as she watches her father sprinting towards

  them...

  When suddenly behind him... TWO SHADOWS!!!

  103 EXT. SILO - DAWN 103

  OVER LEE as he sprints as fast as he can towards the truck,

  now only 40 yards away...30...

  THEN... on either side of LEE...

  TWO SHADOWS BLOW PAST HIM!!! RACING, SCRAMBLING, CLAWING...

  Still in full sprint, LEE watches...

  AS THE FIRST SHADOW CLOSES IN ON THE TRUCK!!!!

  104 INT. TRUCK - DAWN 104

  OVER REGAN looking out the back window as the creature gets

  closer...closer...

  THE BEEEEEEEP ONCE AGAIN BEGINS TO GROW... and GROW. Just as

  the creature is about to make impact... REGAN, not wanting to

  experience that pain again... TURNS THE HEARING AID OFF....

  We are now in total silence.....

  70.

  REGAN looks down at her brother on the floor... Just as....

  BANG!... THE TRUCK THRASHES VIOLENTLY!!!

  The kids grab onto... whatever they can...

  BANG!!!!!!!!!... THE TRUCK THRASHES VIOLENTLY AGAIN!!!!

  105 EXT. TRUCK - DAWN 105

  Now outside REGAN's perspective... and in LEE's... we can

  hear the full sound of the violent attack!

  OVER LEE, WE SEE THE TRUCK BEING SMASHED...

  LEE KEEPS RUNNING!

  106 EXT. TRUCK - DAWN 106

  FROM UNDERNEATH THE TRUCK we see the front wheels slide

  forward in the sand.

  BANG!!!

  The front wheels slide again. This time... they begin to

  disappear over the edge of the clearing... and down the long

  driveway...

  107 INT. TRUCK - DAWN 107

  BACK IN SILENCE

  ON REGAN AND MARCUS as she holds her brother and looks around

  the cab for options. Suddenly, out the passenger side window

  she sees...

  ANOTHER CREATURE BURST OUT OF THE CORN AND... SLAM INTO THE

  PASSENGER SIDE DOOR!!!!

  GLASS SHATTERS!!!... And the truck... LIFTS UP!!!

  108 EXT. TRUCK - DAWN 108

  ON LEE'S BACK, SPRINTING, now only twenty yards away... when

  he sees the right side of the truck lift high into the air.

  For a moment it looks as though it is going to tip all the

  way over... Then SMASHES BACK DOWN TO THE GROUND!!

  We now bear witness to something eerily familiar as LEE's

  BODY... GIVES OUT ON HIM.

  71.

  WE CIRCLE around LEE as HIS FEET SCRAPE TO A STOP... HIS

  SHOULDERS LOWER.

  WE END OUR MOVE on LEE's face as he scans the smashed

  truck...

  His eyes seem to actually flicker as his brain fires and

  misfires... trying to process this nightmare... this LOSS...

  When suddenly...

  109 INT. TRUCK - DAWN 109

  ON REGAN, jammed down into the floor of the passenger seat.

  She reaches over to her brother... and lifts his head. MARCUS

  opens his teary eyes, shaken... but alive. REGAN slowly

  rises up onto the seat... And through the smashed window...

  MAKES DIRECT EYE CONTACT WITH HER FATHER...

  110 EXT. TRUCK - DAWN 110

  WE ARE CLOSE ON LEE as he registers this miraculous sight of

  his daughter and watch...

  AS THE MOST JOYFUL SMILE EXPLODES ACROSS HIS FACE!

  LEE breathes heavily... taking in this new information...

  this second chance... then...

  LEE slowly brings his hands to his chest...

  AND SIGNS....

  LEE (SIGNING)

  ... I love you.

  111 INT. TRUCK - DAWN 111

  As REGAN looks out at her father, confused... moved... Why

  did he just say that?...when suddenly...

  ONE OF THE CREATURES CLIMBS UP ONTO THE TRUCK'S HOOD,

  crushing it from the weight...

  112 EXT. TRUCK - DAWN 112

  ON LEE... as he signs to REGAN again...

  72.

  LEE (SIGNING)

  I have... always... loved you.

  112A INT. TRUCK - DAWN 112A

  ON REGAN... as tears stream down her face...

  Above her... the roof begins to cave in from the weight of

  the creature!!!!

  112B EXT. TRUCK - DAWN 112B

  ON LEE as he watches the CREATURE make his way up to the roof

  of the truck... AND REAR BACK...

  FOR THE FIRST TIME...WE SEE THE CREATURE IN FULL!!!!

  IT'S ARM HELD HIGH ABOVE ITS HEAD AS IT READIES FOR A

  KILL!!!!

  LEE.......

  TAKES A DEEP BREATH....

  AND...

  SCREAMS....

  LEE

  I LOVE YOU!!!!!!!!!!!!!!!!!

  ........ ALL SOUND CUTS OUT!!!!

  Time seems to slow almost to a stop as:

  MARCUS' eyes shoot open... knowing exactly what his dad is

  doing...

  73.

  The CREATURES scramble off the truck... AND IMMEDIATELY

  CHARGE FOR LEE!!!!

  REGAN scrambles in the seat helplessly as she looks out at

  her father mid scream...

  MARCUS looks up to his sister in the truest of pain...

  And then down...

  CLOSE ON... THE EMERGENCY BRAKE as...

  MARCUS REACHES OUT, GRABS THE BRAKE... AND RELEASES!!!!!

  113 EXT. TRUCK - DAWN 113

  OVER LEE as the CREATURES SPRINTS TOWARD HIM... CLOSER...

  CLOSER.

  IN THE BACKGROUND, the truck begins to roll down the hill.

  114 INT. TRUCK - DAWN 114

  THROUGH THE BACK WINDOW our frame begins to jiggle as we see

  the CREATURES close in on LEE...

  WE WATCH as REGAN scrambles up the seat higher and higher

  desperate to see her father one last time... and then...

  As the truck rolls down... OUR FRAME TILTS UP... AWAY FROM

  LEE... UP THE WALL OF THE SILO...

  AND INTO THE BREAKING MORNING SKY

  115 INT. TRUCK - DAWN 115

  TOTAL SILENCE...

  OVER REGAN ONTO MARCUS as they both stare straight...

  Their faces vacant as they rattle and bounce as the truck

  barrels down the long driveway toward the barn.

  Instinctively, MARCUS' hands raise into frame... and grab the

  wheel...

  He is finally driving... as he begins to cry.

  74.

  116 INT. FARMHOUSE - BASEMENT - DAWN 116

  CLOSE ON MONITORS... As EVELYN's face comes into frame...

  OVER HER SHOULDER TO THE MONITOR we see she is looking at...

  THE TRUCK BARRELING DOWN THE HILL...

  117 INT. FARMHOUSE - BATHROOM - DAWN 117

  CLOSE ON LEE's shotgun laying on the floor. Suddenly...

  EVELYN's hand comes into frame and grabs it!

  118 INT. FARMHOUSE - LIVING ROOM - DAWN 118

  THROUGH THE LIVING ROOM WINDOW, WE LOOK OUT onto the

  cornfields... and up to the silo. Suddenly... We see a tiny

  pick up truck appear and rumble down the dirt road.

  WE SLOWLY PULL BACK through the living room as the truck

  rolls past the next window... and then the next. AS WE NOW

  PULL OUT of the living room and into the front hall,

  suddenly... EVELYN appears walking down the staircase, almost

  vacant. She is carrying the shotgun!

  WE CONTINUE TO MOVE, NOW ON EVELYN'S BACK... as she slowly

  walks out the front door and down the front steps. As she

  steps down to the sand path... THE PICK UP TRUCK SLOWLY

  RUMBLES TO A STOP AT THE END OF THE PATH!!!

  MARCUS AND REGAN pop out of the truck and run as fast as they

  can into their mother's arms!!!

  EVELYN ENVELOPES HER CHILDREN WITH EVERYTHING SHE HAS!!!... A

  moment she wasn't sure she would ever get again!... then...

  ON EVELYN's face as she slowly turns her head back toward the

  silo... TO SEE WHAT'S COMING...

  119 INT. FARMHOUSE - BASEMENT STAIRS - DAWN 119

  WE LOOK DIRECTLY up the basement stairs toward the warm

  hallway at the top.

  Suddenly... EVELYN steps into frame carrying MARCUS, and

  rushes down the stairs and into the basement.

  Then... REGAN takes a long step into frame. Her silhouette

  looks down the dark stairwell.

  74A.

  After a moment, she slowly puts her foot down on the first

  step... and nothing happens.

  For a brief moment... she looks behind her... but no one

  comes.

  75.

  120 INT. BASEMENT - DAWN 120

  WE ARE ON THE STAIRS as REGAN's feet step down into frame.

  As REGAN reaches the basement floor, she pauses a moment,

  still looking at her feet... and then slowly turns.

  EVELYN picks the baby out from a box and grabs MARCUS tight.

  We watch REGAN's face as she enters her father's workspace...

  FOR THE FIRST TIME!!! She is stunned.

  OVER REGAN as she steps down and begins to walk through the

  room. Her eyes track, AS WE DID WHEN WE FIRST SAW THE ROOM,

  past the TOWERING WALL OF SECURITY MONITORS... along the wall

  of NEWSPAPER CLIPPINGS, NOTES, AND SCIENTIFIC IMAGES. Her

  eyes continue now toward her father's WORK STATION. THROUGH

  BOXES OF SALVAGED ELECTRICAL EQUIPMENT and onto... LEE'S HEAD

  PHONES. REGAN picks up the head phones and follows the

  wire... TO HER FATHER'S HAM RADIO. She looks down at the

  knob her father used to search... and the microphone he used

  to reach out. For the first time REGAN sees... REGAN

  REALIZES... THIS is what her father was doing all this time.

  THIS is what he was doing... FOR THEM! ON REGAN taking all

  this in, when her eyes move just slightly to the side... and

  she freezes.

  EVELYN immediately turns and gestures to her children to

  follow her behind the water heater... they must hide.

  REGAN... doesn't move. OFF HER FACE... WE BOOM DOWN SLOWLY

  BEHIND the shelves of LEE'S sacred workspace... past circuit

  boards... salvaged electronics and exposed wiring... and LAND

  ON A SHOT DIRECTLY ACROSS LEE'S DESK... TO REGAN's HAND...

  AS REGAN reaches out, WE RACK FOCUS to... THE PILE OF HEARING

  AIDS HER FATHER HAD BEEN WORKING ON ALL THIS TIME.

  REGAN'S hand pushes into the pile like a shovel... and

  emerges with a handful of hearing aids...

  Suddenly... THE FLOORBOARDS ABOVE THEM CREAK!!!

  MARCUS and EVELYN look up. REGAN... does not... Because she

  can't hear it.

  EVELYN immediately grabs MARCUS and heads for the water and

  oil tanks. She sits MARCUS down safely... and then places

  THE BABY IN HIS ARMS... and turns.

  MARCUS takes in his new sibling for the first time.

  OVER REGAN, COMING INTO FOCUS... is EVELYN, still carrying

  the shotgun. She kneels by her daughter's side.

  76.

  EVELYN (SIGNING)

  We have to hide, my love.

  REGAN slowly turns to her mother... and shows her the hearing

  aids.

  EVELYN looks down at her daughter who for the first time...

  is weeping... our tough warrior princess, in this moment...

  is still just a little girl.

  EVELYN stares into the pained eyes of her little girl when

  suddenly... REGAN's eyes begin to rise... higher... and

  higher above EVELYN.

  WE CUT TO EVELYN TO SEE...

  A LARGE SHADOW RISES UP BEHIND HER!!!!

  EVELYN seeing REGAN's eyes rise... just knows.

  In one swift motion EVELYN suddenly springs up... and aims

  the shotgun directly at the CREATURE.

  WE CUT WIDE to see... and hear, the room... is totally still.

  For the rest of this scene...Like the greatest of westerns,

  we are in the most epic... of standoffs. Time... stands

  still. Air... doesn't move. Tension... is dripping from the

  walls.

  ON REGAN... holding her breath... just stares

  ON MARCUS... frozen behind the water tank... just stares.

  ON EVELYN... arm outstretched, with weapon ready... just

  stares.

  ON THE CREATURE... SLOWLY OPENING ITS PLATES!!!!

  As the monitors once again... go fuzzy.... Each of the humans

  can only watch as these small plates open with the suction of

  anatomical goo...

  They can only watch as the plates crackle ever so slightly...

  as they turn... and search...

  ...for the sound that will end it all.

  CLOSE on sweat dripping down from MARCUS's forehead. TRACKING

  DOWN MARCUS' face, we see the inevitable path his sweat will

  take until we leave his face and arrive on... The baby.

  CLOSE ON EVELYN's arm... as it begins to quiver...

  77.

  CLOSE ON EVELYN'S eyes as her brain makes the realization...

  she can't hold this gun much longer...

  CLOSE ON THE CREATURE... as it opens more... and more plates!

  CLOSE ON REGAN, her eyes begin to search the room... her

  father's room looking for something... ANYTHING!

  REGAN's POV as her eyes search the room... search the wall...

  search the boards. Finally her eyes land on one specific

  thing on her father's board... She sees the phrase...

  `WEAPON??'.

  Suddenly...

  REGAN... reaches up to touch her mother's arm.

  EVELYN looks down at REGAN...

  REGAN gently shakes her head then gently touches EVELYN's

  arm... and slowly lowers the gun.

  EVELYN looks down at her daughter... her eyes begin to well

  up... this is it... This is the end.

  EVELYN slowly reaches out to take REGAN's hand. As REGAN's

  hand begins to clasp into hers... SHE STOPS...

  EVELYN looks down to see REGAN slowly pull her hand away...

  and open it up. There in the palm of REGAN's hand... are

  hearing aids.

  REGAN slowly turns to her father's work bench to see the pile

  of hearing aids her father... made... sitting just in front

  of the microphone of the HAM RADIO.

  REGAN looks back up to the board at the phrase...

  "WEAPON??".

  REGAN looks to the creature still searching the room for

  sound.

  REGAN raises her hand to her ear... AND TURNS HER FATHER'S

  HEARING AID BACK ON!

  Immediately.... THE EXCRUCIATING BEEEEEEEP FLOODS OUR WORLD!

  Suddenly THE CREATURE... STOPS! IT'S PLATES... SNAP SHUT OUT

  OF PROTECTION!!!!!!

  REGAN looks on as the CREATURE SCRAMBLES BACK IN OBVIOUS

  PAIN!

  78.

  After a moment REGAN... SWITCHES THE HEARING AID OFF!

  ...SILENCE...

  EVELYN looks down at her daughter...

  REGAN... slowly moves her hand across her father's workbench

  to... THE HEADPHONES.

  THE CREATURE... NOW SCREEEEEEEEEEEECHES!!!!... slowly gets

  back to it's feet ... AND TURNS DIRECTLY TOWARD REGAN!!!

  REGAN's fingers travel up the black cord of her father's

  headphones to... THE HAM RADIO! Suddenly REGAN unplugs the

  headphones from the HAM RADIO as we hear... A POP OF FEEDBACK

  FROM THE NOW OPEN SPEAKER!!!!

  THE CREATURE.... SCREEEEEEEEEECHES... AND MOVES FOR REGAN!

  Just then...

  WE ARE ON MARCUS who's sweat has indeed made it to his

  chin... THEN FALLS.

  WE FOLLOW THE SWEAT... AS IT HITS THE BABY... THE BABY BEGINS

  TO CRY!!!!

  THE CREATURE SUDDENLY WHIRLS AWAY FROM REGAN TOWARD THE TANKS

  TIME SLOWS DOWN....

  ALL IN ONE MOMENT....

  - REGAN reaches her hand up to her ear... AND REMOVES THE

  HEARING AID HER FATHER MADE HER

  - THE CREATURE REARS UP TO STRIKE THE WATER TANK!

  And in that exact moment, REGAN... EXTENDS HER ARM...

  ..... WE WATCH AS REGAN PLACES HER HEARING AID...

  ..... ONTO THE MICROPHONE!!!!

  CLOSE on the HAM RADIO SPEAKER....

  AS THE BRAIN PIERCING BEEEEEEP BLARES OUT!!!!!

  With the sound now HUGELY more powerful and piercing we see:

  THE CREATURE suddenly...SHOOTS UP DEAD STRAIGHT... ONCE AGAIN

  IT'S PLATES SNAP SHUT!!!... IT'S HEAD POINTED TO THE

  CEILING... IT'S BODY QUAKES! TENSE... WITH AGONY!!!

  79.

  ON REGAN as her face... DOESN'T CHANGE... SHE IS SAFE NOW

  THAT SHE ISN'T WEARING THE HEARING AIDS.

  CLOSE ON THE CREATURE... AS EVERY PLATE ON ITS BODY CLENCHES

  TIGHTER... TIGHTER... ALMOST DIGGING INTO THE CREATURE'S OWN

  SKIN. And then... THEY BEGIN TO SHAKE!

  THE CREATURE SCREEEEEEEEEECHES ONCE MORE IN PAIN AS IT NOW

  FALLS BACKWARD TO THE FLOOR!!!

  The plates... SHAKE MORE VIOLENTLY NOW... and that creates a

  sound. Something between that of a cicada right next to your

  ear... and the sound of a house fan's blade rubbing against

  the cage its enclosed in, the sound... IS AWFUL!

  Just then... A POPPING SOUND. And then another... as the

  frequency of the sound short circuits the plates to the point

  that they... BEGIN TO POP OPEN... AND THEN GIVE WAY!!!

  As plates now begin to go limp, for the first time... WE SEE

  INSIDE OF THE CREATURE!!! A VAST AND COMPLEX SYSTEM OF HOLES

  AND CHAMBERS THAT CAVITATE SOUND!

  THE CREATURE CONTINUES TO SCURRY BACKWARD THROUGH THE ROOM TO

  THE DARK CORNER AT THE BACK REACHING FOR SOMETHING...

  ANYTHING TO STOP THIS SOUND... THIS PAIN!

  AS IT REACHES THE BACK WALL IT SUDDENLY STOPS. PLATES HANG

  LIKE LIMP PETALS OF A FLOWER... AS BLACK FLUID BEGINS TO

  TRICKLE OUT...

  REGAN... TURNS OFF THE HEARING AID...

  SILENCE....

  ...

  The only sound that can be heard is the CREATURE'S inner

  anatomy as it rises and slowly falls... as if gasping for

  life...

  EVELYN and REGAN look over to the water tanks... AS MARCUS

  SLOWLY STANDS UP... HOLDING THE BABY

  EVELYN takes one step toward him when...

  THE CREATURE LEAPS OUT OF THE DARK... AND LAUNCHES, ARM

  EXTENDED TOWARD REGAN!!!

  ON THE CREATURE.... BEHIND THE LIMP PLATES WE NOW SEE THE

  DISGUSTING FACE OF THE CREATURE. LARGE, BLACK... AND LONG

  AGO EVOLVED AWAY... EYE SOCKETS ARE THE LAST THING WE SEE AS

  THE CREATURE LETS OUT A NOW DISTORTED AND THUS MORE

  HORRIFYING SCREECH!!!!

  80.

  ON REGAN... AS HER EYES CLOSE.... SHE'S READY....

  When suddenly...

  EVELYN STEPS INTO FRAME........... SHOTGUN RAISED...

  BLAM!!!

  THE CREATURE'S HEAD...... EXPLODES.....

  ...Silence...

  REGAN and EVELYN look to the CARCUS at they're feet....

  DEAD!

  After a long moment... from outside, off in the distance...

  we hear a muffled... SCREEEEEEECH.

  And then... ANOTHER... AND ANOTHER... The other creatures....

  HEARD THE SHOT!....

  REGAN and EVELYN slowly look to the monitors... as their

  images once again flicker to life. On each of the

  monitors... a quiet, undisturbed landscape....

  Then suddenly in one of the monitors off in the left

  corner... A CLAW STEPS INTO FRAME!!!!

  In another monitor... A SHADOW FLASHES PAST THE SCREEN.

  Then another monitor... ANOTHER CREATURE... AND ANOTHER...

  AND ANOTHER... THE CREATURES ARE RACING TOWARD THE

  FARMHOUSE!!!

  EVELYN slowly turns... and looks down at her daughter.

  REGAN looks up at her mother for a long moment and then

  reaches out her hand to the knob of the HAM RADIO..........

  AND TURNS THE VOLUME UP ALL THE WAY!

  EVELYN's face... changes... as she raises the shot gun into

  frame........

  AND COCKS IT!!!!

  81.

  BLACK

  BEGIN CREDITS.....

  ...more

  

  ---

• November 16, 2022No Pressure: LP

  THOR: RAGNAROK

  Written by

  Eric Pearson and Craig Kyle & Christopher L. Yost

  1 OMITTED 1

  A2 OMITTED A2

  A3 THE MARVEL LOGO. SMOLDERING, BEGINNING TO TURN ORANGE IN THE A3

  HEAT AS WE TILT UP TO SEE-

  -FIRE. NOTHING BUT FIRE.

  2 INT. TIGHT SPACE - INDETERMINATE TIME 2

  Dark and cramped. The soft red light of fire seeps through

  iron slats. Inside this cage is a man, bound by chains.

  It's THOR. His beard is long and his clothes are worn. That

  rough, grizzled look of a man who's spent years on the road.

  He awakens with a JOLT. Looks around.

  THOR

  Now I know what you're thinking.

  Oh no! Thor's in a cage. How did

  this happen?

  (then:)

  Well, sometimes you have to get

  captured just to get a straight

  answer out of somebody. It's a long

  story but basically I'm a bit of a

  hero. See, I spent some time on

  earth, fought some robots, saved

  the planet a couple of times. Then

  I went searching through the cosmos

  for some magic, colorful Infinity

  Stone things... didn't find any.

  That's when I came across a path of

  death and destruction which led me

  all the way here into this cage...

  where I met you.

  Reveal that he's talking to a weird alien skeleton in chains.

  THOR (CONT'D)

  How much longer do you think we'll

  be here?

  NOISE. Sounds of metal gears TURNING.

  Suddenly the bottom DROPS OUT! Thor PLUMMETS until - SHLINK!

  Chains CINCH and abruptly halt his descent. Thor dangles six

  feet off the ground. Pull back to reveal we are in-

  BLUE DRAFT 05/20/16 2.

  3 INT. SURTUR'S LAIR - CONTINUOUS 3

  A cavernous space. The walls, floors, and ceilings are

  molten rock, which has creepy glimmers of fire within it.

  Stationed in the center is a volcanic rock throne, and

  sitting in that throne is a charred demonic skeleton.

  SURTUR (O.S.)

  Thor, Son of Odin.

  Thor's chain turns to reveal-

  -SURTUR on his throne. Eighteen-feet-tall, flesh made of

  fire, and demonic spiked horns on his skull.

  THOR

  Surtur. Son of a bitch...you're

  still alive! I thought my father

  killed you, like, half a million

  years ago.

  SURTUR

  I cannot die. Not until I fulfill

  my destiny and lay waste to your

  home.

  THOR

  You know, it's funny you should

  mention that because I've been

  having these terrible dreams of

  late. Asgard up in flames, falling

  to ruins, and you Surtur are at the

  center of all of them.

  SURTUR

  Then you have seen Ragnarok, the

  fall of Asgard. The great prophecy--

  THOR (O.S.)

  Hang on. Hang on.

  Reveal that Thor's chain is turning VERY SLOWLY.

  THOR (CONT'D)

  I'll be back around shortly. I

  really feel like we were connecting

  there.

  After a beat, Thor rotates around to face Surtur.

  THOR (CONT'D)

  Okay, so, Ragnarok. Tell me about

  that. Walk me through it.

  BLUE DRAFT 05/20/16 3.

  SURTUR

  My time has come. When my crown is

  reunited with the Eternal Flame, I

  shall be restored to my full might.

  I will tower over the mountains and

  bury my sword deep in Asgard's--

  THOR

  Oh, hang on. Give it a second.

  Once again, Thor is turning VERY SLOWLY.

  THOR (CONT'D)

  I swear I'm not even moving, it's

  just doing this on its own. I'm

  really sorry.

  (then:)

  Okay, let me get this straight.

  You're going to put your crown into

  the Eternal Flame, and then you'll

  suddenly grow as big as a house--

  SURTUR

  A mountain!

  THOR

  The Eternal Flame that Odin keeps

  locked away on Asgard?

  Surtur grins, evil.

  SURTUR

  Odin is not on Asgard. And your

  absence has left the throne

  defenseless.

  That elicits a concerned look from Thor.

  THOR

  Okay, so where is it? This crown?

  SURTUR

  This is my Crown, the source of my

  power.

  Surtur points at the V-shaped horns on his head..

  THOR

  Oh, that's a crown? I thought it

  was a big eyebrow.

  SURTUR

  It's a crown.

  BLUE DRAFT 05/20/16 4.

  THOR

  Anyway, it sounds like all I have

  to do to stop Ragnarok is rip that

  thing off your head.

  Surtur stands up and approaches Thor, DRAGGING his sword.

  SURTUR

  But Ragnarok has already begun. You

  cannot stop it. I am Asgard's

  doom, and so are you. All will

  suffer, all will burn.

  Surtur steps forward and GRABS the chain above Thor's feet,

  holding it so he and Thor are face to face.

  THOR

  That's intense. To be honest,

  seeing you grow really big and set

  fire to a planet would be quite the

  spectacle. But it looks like I'm

  going to have to go with option B

  where I bust out of these chains,

  knock that tiara off your head, and

  stash it away in Asgard's vault.

  SURTUR

  You cannot stop Ragnarok. Why fight

  it?

  Behind his back, Thor opens his hand. Sending out the SOS.

  THOR

  Because that's what heroes do.

  Nothing happens. Thor appears annoyed at himself.

  THOR (CONT'D)

  Wait, sorry. I didn't time that

  right.

  (pause)

  And, now!

  BOOM! Thor's hammer Mjolnir CRASHES through the wall!

  Thor BREAKS FREE from his chains, GRABS Mjolnir, spins, and

  flies a distance away. He FLINGS Mjolnir back at Surtur,

  smashing the giant in the face. Mjolnir returns.

  SURTUR

  You have made a grave mistake,

  Odinson.

  BLUE DRAFT 05/20/16 5.

  THE WALLS COME ALIVE! A seemingly infinite swarm of FIRE

  DEMONS rally to Surtur's aid.

  THOR

  I make grave mistakes all the time.

  Everything seems to work out.

  In the shadows, a massive FIRE DRAGON ROARS.

  The fire demons SURGE FORWARD. Thor backs up, HAMMERING

  AWAY. He then leaps back, SPRINGBOARDS off the wall, and-

  -LANDS HARD, SLAMMING Mjolnir down. The resulting shockwave

  KNOCKS BACK THE LEGION OF FIRE DEMONS.

  The Fire Dragon STRAINS against a chain leash.

  Thor is now facing off with Surtur. Surtur thrusts his hands

  at Thor, generating a humongous PROJECTILE WALL OF FIRE!

  Thor SPINS Mjolnir so fast that it creates a kind of SHIELD.

  The God of Thunder and the Fire Giant engage in ferocious

  hand-to-hand combat. Each landing power shots, sending

  sparks of both fire and electricity into the air.

  Thor SLIPS behind Surtur and TAKES OUT his knees. Thor then

  LAUNCHES HIGH into the air and summons a HUGE LIGHTNING BOLT.

  Descending hard, he uses all his power to-

  -LOP SURTUR'S HEAD OFF OF HIS BODY! Surtur's body DEFLATES

  and COLLAPSES into a heap of charred bones.

  Thor straps the crowned skull to his back. He turns to find-

  -the army of Fire Demons regrouping as reinforcements flood

  in, filling the space to capacity. Recognizing the threat,

  Thor thrusts Mjolnir above his head.

  THOR (CONT'D)

  Heimdall. I know it's been a while,

  but I could use a fast exit!

  Nothing. Thor just stands there as the Fire Demons advance.

  THOR (CONT'D)

  ...Heimdall?

  4 INT. THE OBSERVATORY - SAME 4

  Heimdall is nowhere to be found. Instead, we meet SKURGE.

  He's bald, strong, mean looking, a little eager to be liked.

  BLUE DRAFT 05/20/16 6.

  At the moment, Skurge is entertaining two ASGARDIAN WOMEN.

  SKURGE

  Heimdall was an idiot. This job

  should have made him rich. Now,

  the job ain't easy, but it does

  have its benefits. The Bi-Frost

  gives me access to everything the

  Nine Realms have to offer. I mean

  it's all mine for the taking.

  (beat)

  Behold...my stuff.

  Skurge has drawn their attention to a pile of weapons and

  treasures he has stashed off to the side.

  He hefts up two M-16 assault rifles, trying to play it cool.

  SKURGE (CONT'D)

  I'm particularly fond of these. I

  pulled `em out of a place on

  Midgard called Texas. I even named

  them. Des and Troy. You see, when

  you put them together...they

  destroy.

  5 INT. SURTUR'S LAIR - CONTINUOUS 5

  Having expected to have been Bi-Frosted out of there, Thor is

  OVERRUN BY THE GIANT WAVE OF FIRE DEMONS!

  The Fire Dragon BREAKS FREE of its chain.

  Realizing he's in trouble, Thor TAKES OFF, rocketing up to-

  6 EXT. MUSPELHEIM - CONTINUOUS 6

  Thor CRASHES out of the ground and LANDS on a craggy surface.

  Disoriented and singed from the fire demon onslaught.

  Thor's cloak is on fire, and he frantically PATS OUT the

  flames. He picks up Mjolnir, holds it up once more. Nothing.

  THOR

  Heimdall, come on.

  THE GROUND SHAKES! Like an earthquake. Thor backs up as the

  ground begins to give way all around him. And then-

  -THE FEARSOME FIRE DRAGON BURSTS OUT OF THE GROUND! The

  dragon opens its tremendous jaws for an ear-splitting roar...

  BLUE DRAFT 05/20/16 7.

  ...but Thor STUFFS Mjolnir into its mouth and lets go.

  THUD! The hammer DROPS, pinning the beast down by its bottom

  jaw. It THRASHES and GROWLS, trying to break free.

  THOR (CONT'D)

  Stay.

  (looks up to the sky:)

  I'm running short on--

  Thor notices that all around him the ground is CRUMBLING like

  a field of sinkholes giving way to more snarling Fire Demons!

  THOR (CONT'D)

  -options.

  Thor calls for Mjolnir and TAKES OFF. The dragon SCREECHES!

  7 OMITTED 7

  8 OMITTED 8

  9 INT. THE OBSERVATORY - SAME 9

  Skurge continues showing off for the ladies.

  THOR (O.S.)

  Heimdall?

  Behind Skurge the Bi-Frost starts MOVING. One of the women

  notices the Bi-Frost glowing.

  ASGARDIAN WOMAN

  Skurge, is that important?

  Skurge turns and notices the Bi-Frost activity.

  SKURGE

  You girls are in for a treat.

  Angle on Heimdall's sword, which has been sloppily cast aside

  in another pile of "stuff." Skurge hastily runs and grabs it.

  10 EXT. MUSPELHEIM - CONTINUOUS 10

  Thor is FLYING at top speed, but that dragon is right on his

  heels! The fire demons LAUNCH flaming projectiles from below!

  Thor looks back, genuinely nervous. The dragon is OPENING

  its jaws to swallow Thor whole when-

  -Suddenly Bi-Frost OPENS! The portal surrounds Thor and

  engulfs the dragon's head! In an instant, they're gone.

  BLUE DRAFT 05/20/16 8.

  MAIN TITLE

  11 INT. THE OBSERVATORY - MOMENTS LATER 11

  Skurge has plunged Heimdall's sword into Bi-Frost.

  BOOM! Thor EXPLODES out of the portal along with the severed

  head of the dragon! SPLAT! Blood and guts RAIN DOWN on

  Skurge and the two women, DRENCHING them with purple gore.

  The dragon's head SLIDES slowly across the floor, coming to

  rest right in front of the women who are frozen in shock.

  The women SHRIEK and rush out of the Observatory. Thor

  meanwhile is clean and staggering back to his feet. He looks

  up to Skurge, who is wiping dragon guts off of himself.

  SKURGE

  Girls!

  (beat)

  Well well, look who decided to pop

  in. Thanks for scaring away my

  company and drenching my workplace

  in brains.

  THOR

  Who are you?

  SKURGE

  Don't you remember? I'm Skurge.

  (Thor doesn't)

  We fought together on Vanaheim.

  THOR

  Right. Where's Heimdall?

  SKURGE

  That traitor. No one knows, he's a

  fugitive of the throne.

  THOR

  Traitor?

  SKURGE

  Yeah, you see, Odin charged

  Heimdall with negligence of duty,

  but he disappeared before the

  trial. Hard to catch a guy who can

  see everything in the Universe.

  Thor starts to say something, but then gives up. Instead he

  starts towards the exit... but Skurge stands in his way.

  BLUE DRAFT 05/20/16 9.

  THOR

  Sure.

  SKURGE

  Hold on. I'm supposed to announce

  your arrival.

  Thor SPINS UP Mjolnir and takes off in a blur. Skurge starts

  the loooong run down the Rainbow Bridge.

  12 OMITTED 12

  A13 EXT. THEATER ENTRANCE - DAY A13

  THOR arrives with Surtur's skull.

  There's a small crowd making its way through a threshold over

  which stands a monumental statue of Loki, arms out-stretched

  in the `savior' pose.

  Confused, Thor turns to a theater patron.

  THOR

  What the hell is that?

  13 EXT. ASGARD - ROYAL TERRACE - PATIO - MOMENTS LATER 13

  LOKI falls into frame, GASPING FOR BREATH... although it's

  not Loki. This is ACTOR LOKI and we're watching a STAGE PLAY.

  In the background, a single musician plays the haunting score

  from THOR: THE DARK WORLD on a pan flute.

  Suddenly, ACTOR THOR leans into shot, holding Actor Loki.

  ACTOR LOKI

  Oh, brother. This is it. I take

  my leave.

  ACTOR THOR

  You fool, you didn't listen!

  ACTOR LOKI

  I'm sorry.

  ACTOR THOR

  Lady Sif! Get help!

  "Sif" awkwardly runs off. The "Warriors Three" watch sadly. A

  small choir JOINS IN as the music builds to a CRESCENDO.

  ACTOR SIF

  Somebody help!

  BLUE DRAFT 05/20/16 10.

  In the middle of the audience we reveal ODIN, sitting upon a

  chaise lounge, sipping wine and thoroughly enjoying the show.

  Unseen, Thor arrives behind the audience and watches.

  ACTOR LOKI

  Sorry for all I've done.

  ACTOR THOR

  It's all right. Hold on.

  ACTOR LOKI

  I'm sorry I tried to rule Earth.

  ACTOR THOR

  They'd be lucky to have you.

  ACTOR LOKI

  I'm sorry about that thing with the

  Tesseract. I just couldn't help

  myself.

  ACTOR THOR

  I know.

  ACTOR LOKI

  I'm a trickster.

  ACTOR THOR

  So mischievous.

  ACTOR LOKI

  Sorry about that time I turned you

  into a frog.

  ACTOR THOR

  It was a wonderful joke.

  ODIN

  (to no-one in particular)

  Twas indeed hilarious.

  ACTOR THOR

  You are the savior of Asgard.

  ACTOR LOKI

  Tell my story.

  ACTOR THOR

  I will.

  ACTOR LOKI

  Build a statue for me.

  BLUE DRAFT 05/20/16 11.

  ACTOR THOR

  We will build a big statue for you.

  ACTOR LOKI

  With my helmet on, with the big

  bendy horns.

  ACTOR THOR

  I will tell Father what you did

  here today.

  Odin mouths Actor Loki's final line along with him.

  ACTOR LOKI

  I didn't do it for him.

  Actor Loki then "dies".

  ACTOR THOR

  Noooooo!!!

  The brothers freeze in a TABLEAU as ACTOR ODIN steps forward.

  ACTOR ODIN

  And so Loki died of his wounds,

  giving his life for ours. He

  fought back those disgusting dark

  elves. He brought peace to the

  realm.

  He takes a 4-YEAR-OLD BOY, PAINTED BLUE, into his arms.

  ACTOR ODIN (CONT'D)

  Loki, my boy...`Twas many moons ago

  I found you on a frost-bitten

  battlefield.

  Thor watches, incredulous. He then notices that a woman next

  to him is openly SOBBING at the play.

  ACTOR ODIN (CONT'D)

  On that day, I did not yet see in

  you Asgard's savior. No. You were

  merely a little blue baby icicle...

  that melted this old fool's heart.

  The crowd erupts in rapturous applause. The players bow. Odin

  stands up, leading the crowd in this STANDING OVATION.

  ODIN

  Bravo! Bravo! Well done. Bravo.

  THOR

  Father.

  BLUE DRAFT 05/20/16 12.

  Odin sees Thor taking a knee. Curses under his breath:

  ODIN

  Oh, shit.

  (then, announcing)

  My son! Thor has returned!

  Greetings my boy.

  Odin goes through a weird internal transformation. His

  fluidity is replaced by a rigid and regal posture. He bats

  away his maiden and turns to Thor, who stands up.

  THOR

  It's an interesting play. What's

  it called?

  ODIN

  The Tragedy of Loki of Asgard. The

  people wanted to commemorate him.

  THOR

  Indeed they should.

  (provoking)

  I like that statue. A lot better

  looking than he was when he was

  alive, though. A little less

  weasely. Less greasy maybe.

  Odin sours, masking his agitation. Thor holds up the skull.

  THOR (CONT'D)

  You know what this is?

  ODIN (ADR)

  The skull of Surtur? That's a

  formidable weapon.

  Thor approaches an E-Guard and hands it over.

  THOR

  Do me a favor. Lock this in a

  vault so it doesn't turn into a

  giant monster and destroy the whole

  planet.

  ODIN

  So it's back to Midgard for you, is

  it?

  Thor starts YO-YOing Mjolnir, turns back to Odin.

  THOR

  Nope. I've been having this

  reocurring dream lately.

  (MORE)

  BLUE DRAFT 05/20/16 13.

  THOR (CONT'D)

  Every night I see Asgard fall into

  ruins...

  ODIN

  That's just a silly dream... Signs

  of an overactive imagination.

  THOR

  Possibly... but then I decide to go

  out there and investigate. And

  what do I find, but the Nine Realms

  completely in chaos. Enemies of

  Asgard assembling, plotting our

  demise, all while you, Odin, the

  protector of those Nine Realms, are

  sitting here in your bathrobe,

  eating grapes.

  ODIN

  Well, it is best to respect our

  neighbors' freedom.

  THOR

  Of course, the freedom to be

  massacred.

  ODIN

  Yes, besides, I have been rather

  busy myself.

  THOR

  Watching theatre.

  ODIN

  Board meetings, and security

  council meetings...

  THOR

  You really going to make me do it?

  ODIN

  Do what?

  Thor SPINS Mjolnir and then HURLS it off into the distance,

  GRABS Odin by the back of the neck.

  Odin's royal attendants GASP in shock. The Einherjar

  bodyguards rush Thor, but he KICKS them away.

  THOR

  You know that nothing will stop

  Mjolnir as it returns to my hand.

  Mjolnir stops mid-air and starts ROCKETING BACK.

  BLUE DRAFT 05/20/16 14.

  THOR (CONT'D)

  Not even your face.

  ODIN

  You've gone quite mad. You'll be

  executed for this!

  Mjolnir approaches at a terrifying speed as Odin struggles.

  THOR

  Then I'll see you on the other

  side...brother.

  The jig is up. A shimmering illusion dissipates, revealing:

  LOKI

  Alright, I yield!

  Thor DROPS Loki to the ground and catches Mjolnir. Loki

  looks to Thor, hands up defensively. Skurge arrives on the

  scene, a little late to warn Loki.

  SKURGE

  Behold! Thor..Odinson.

  LOKI

  You had one job! Just the one.

  THOR

  Where's Odin?

  LOKI

  You just couldn't stay away, could

  you? Everything was fine without

  you. Asgard was prospering

  (gestures to the crowd)

  You've ruined everything. Ask

  them.

  Those who aren't freaked out are becoming gradually angrier.

  Thor advances on Loki, who backs up onto the chaise lounge.

  THOR

  Where's father? Did you kill him?

  LOKI

  You had what you wanted, you had

  the independence you asked for!

  Thor PRESSES Mjolnir onto Loki's chest.

  BLUE DRAFT 05/20/16 15.

  LOKI (CONT'D)

  Ow-ow-ow! Alright! I know exactly

  where he is.

  14 OMITTED 14

  15 OMITTED 15

  16 OMITTED 16

  17 EXT. SHADY ACRES NURSING HOME - MANHATTAN - DAY 17

  A NURSING HOME sign on a brick wall. Suddenly the wall

  crumbles out of shot, revealing a demolition site.

  Reveal Thor and Loki wearing street clothes. Thor carries an

  umbrella, Loki is dressed in a weird avant-garde suit.

  LOKI

  I swear, I left him right here.

  THOR

  Right here on the sidewalk? Or

  right there, where the building

  that's being demolished? Great

  planning.

  LOKI

  How was I supposed to know? Can't

  see into the future. I'm not a

  witch.

  THOR

  Then why do you dress like one?

  LOKI

  Hey.

  THOR

  I can't believe you're alive. I saw

  you die. I mourned you, I cried for

  you.

  LOKI

  I'm honored.

  COLLEGE GIRL 2

  Ask him.

  COLLEGE GIRL 1

  Hi. Would you mind taking a picture

  with us?

  BLUE DRAFT 05/20/16 16.

  THOR

  Sure.

  (to Loki:)

  Start figuring out where he is.

  COLLEGE GIRL 1

  Oh, my god.

  COLLEGE GIRL 2

  Sorry to hear that Jane dumped you.

  THOR

  She didn't dump me, you know. I

  dumped her. It was a mutual

  dumping.

  Thor notices something going on around Loki.

  THOR (CONT'D)

  What's this, what are you doing!?

  Loki looks down to see that the sidewalk has started to GLOW

  BENEATH HIM! A circle of ancient symbols.

  LOKI

  This... isn't me.

  WHOOMPF! Loki DROPS out of sight, vanishing through solid

  concrete! Thor sees a CARD on the sidewalk where Loki was.

  Thor pokes the business card.

  THOR

  Loki?

  He picks up the card. It reads:

  177A Bleecker Street

  Thor picks up the card and - WHOOSH!

  18 EXT. SANCTUM SANTORUM - DAY 18

  Thor approaches 177A Bleecker Street.

  He knocks ONCE, TWICE, and then WHOOSH!

  19 INT. SANCTUM SANCTORUM UPSTAIRS PARLOR - CONTINUOUS 19

  Thor is suddenly inside Doctor Strange's lair!

  BLUE DRAFT 05/20/16 17.

  STRANGE (O.S.)

  Thor Odinson.

  From a dark corner we glimpse a shape - DOCTOR STRANGE.

  Levitating, he drifts towards Thor.

  STRANGE (CONT'D)

  God of Thunder.

  Thor holds up the ratty umbrella, ready to defend himself.

  STRANGE (CONT'D)

  You can put down the umbrella.

  Thor gives Strange a sideways look but then sets his umbrella

  down. When he looks back up, the environment is furnished.

  THOR

  So earth has wizards now?

  STRANGE

  The preferred term is "Master of

  the Mystic Arts."

  THOR

  Alright wizard, who are you? Why

  should I care?

  STRANGE

  My name is Doctor Stephen Strange

  and I have some questions for you.

  Take a seat.

  Thor and Strange are now sitting in high-backed chairs.

  STRANGE (CONT'D)

  Tea?

  Thor now has a cup of tea in his hand.

  THOR

  I don't drink tea.

  STRANGE

  What do you drink?

  THOR

  Not tea.

  Thor now has a stein of beer in his hand. He drinks it

  throughout the scene, but it always stays full.

  BLUE DRAFT 05/20/16 18.

  STRANGE

  So I keep a watch list of

  individuals and beings from other

  realms that may be a threat to this

  world. Your adopted brother Loki

  is one of these beings.

  THOR

  He's a worthy inclusion.

  STRANGE

  Then why bring him here?

  THOR

  We're looking for my father.

  STRANGE

  So. If you were to tell you where

  Odin was, all parties concerned

  would promptly return to Asgard?

  THOR

  Promptly.

  DR. STRANGE

  Great. Then I'll help you.

  THOR

  If you knew where he was, why

  didn't you call me?

  DR. STRANGE

  I have to tell you, he was adamant

  that he not be disturbed. Your

  father said he had chosen to remain

  in exile.

  (beat)

  And you don't have a phone.

  THOR

  No, I don't have a phone, but you

  could have sent an electronic

  letter. It's called an email.

  STRANGE

  Yeah, do you have a computer?

  THOR

  No. What for?

  (beat)

  Anyway, my father is no longer in

  exile. So if you could tell me

  where he is, I can take him home.

  BLUE DRAFT 05/20/16 19.

  DR. STRANGE

  Gladly. He's in Norway.

  Strange stands up and suddenly they are standing by a book-

  case. Strange takes down an ancient book, flips through it.

  STRANGE

  I'm just seeing whether this

  incantation requires any Asgardian

  modifications.

  Thor reaches out to the bookcase to steady himself.

  STRANGE (CONT'D)

  Nope.

  Suddenly they are both across the room at Strange's work

  station. Because Thor was touching the bookcase, he has

  magically brought it across the room as well.

  STRANGE (CONT'D)

  Oh, we don't need that.

  Suddenly Thor is back across the room. Books fall off the

  shelf and Thor's beer spills.

  He is queasy and unsteady from the teleporting.

  THOR

  Will you stop doing that?

  STRANGE

  I need just one strand of your

  hair.

  THOR

  Let me explain something, my hair

  is not to be meddled wi-!

  Strange is behind Thor, he plucks a strand of hair.

  Strange extends the hair, infuses it with magic, does a few

  gestures that create a BRIGHT LIGHT and suddenly-

  A20 INT. SANCTUM SANCTORUM - FRONT STAIRCASE - CONTINUOUS A20

  Bottom of the stairs. Strange is standing. Thor is rolling

  down the stairs. A magic portal leading into a peaceful

  meadow has opened beside Strange.

  THOR

  We could have just walked.

  BLUE DRAFT 05/20/16 20.

  DR. STRANGE

  (re: the portal)

  He's waiting for you.

  THOR

  All right.

  STRANGE

  Don't forget your umbrella.

  THOR

  Yes.

  Thor extends his arm and holds out his hand. Crashing noises

  are heard. Lots of crashing noises.

  THOR (CONT'D)

  Sorry

  Finally the umbrella flies into his hand.

  THOR (CONT'D)

  I suppose I'll need my brother

  back.

  DR. STRANGE

  Yeah, right.

  Suddenly we hear SCREAMING.

  From above, LOKI drops out of a portal. He LANDS HARD on the

  floor and then STAGGERS to his feet. On edge, confused.

  LOKI

  ...I have been falling...for thirty

  minutes!

  DR. STRANGE

  (to Thor:)

  You can handle him from here.

  THOR

  Yeah of course.

  (they shake hands)

  Thank you very much for your help.

  STRANGE

  Good luck.

  LOKI

  Handle me? Who are you?

  THOR

  Loki.

  BLUE DRAFT 05/20/16 21.

  Loki DRAWS a dagger, ready to attack Strange.

  LOKI

  ..you think you're some kind of

  sorcerer? Don't think for one

  minute, you second-rate...

  DR. STRANGE

  Bye-bye.

  Strange GESTURES with both hands and-

  -WHOOSH! PULLS the magic portal over them.

  Just like that, Thor and Loki are gone.

  20 OMITTED 20

  21 EXT. CLIFFS - DAY 21

  Beautiful, undisturbed nature. We hear the ocean nearby.

  LOKI lands on the ground, portal closes behind them.

  THOR

  Father?

  A lone figure stands at the other side of the meadow at the

  cliff's edge, waves CRASHING below.

  It is ODIN. He's dressed plainly in humble human clothes.

  The boys approach him quickly.

  ODIN

  Look at this place. It's beautiful.

  THOR

  Father, it's us.

  ODIN

  My sons. I've been waiting for

  you.

  Loki is surprised to hear Odin call him his son.

  THOR

  I know. We've come to take you

  home.

  ODIN

  Home, yes. Your mother, she calls

  me. Do you hear it?

  Thor fires a look at Loki, who holds up his hands in defense.

  BLUE DRAFT 05/20/16 22.

  THOR

  Loki, lift your magic.

  Odin turns to Loki, who stiffens. But Odin smiles.

  ODIN

  Took me quite a while to break free

  from your spell. Frigga would have

  been proud.

  Loki is moved by this gesture. He looks over to see Thor

  staring at him, anger building.

  Odin puts a hand on Thor's shoulder, calming him.

  ODIN (CONT'D)

  Come and sit with me. I don't have

  much time.

  Odin sits, out of breath, weak. His sons sit beside him.

  THOR

  I know that we failed you, but we

  can make this right.

  ODIN

  I failed you.

  (beat)

  It is upon us...Ragnarok.

  THOR

  No, I've stopped Ragnarok. I put

  an end to Surtur.

  ODIN

  No. It has already begun. She's

  coming. My life was all that held

  her back, but my time has come. I

  cannot keep her away any longer.

  THOR

  Father, who are you talking about?

  ODIN

  The Goddess of Death. Hela. My

  first born.

  (faces Thor)

  Your sister.

  That hits Thor hard. Loki can't believe what he's hearing.

  THOR

  ...what?

  BLUE DRAFT 05/20/16 23.

  ODIN

  Her violent appetites grew beyond

  my control. I couldn't stop her,

  so I imprisoned her. Locked her

  away. She draws her strength from

  Asgard...and once she gets there,

  her powers will be limitless.

  THOR

  Whatever she is, we can stop her.

  We can face her together.

  ODIN

  (takes Thor's hand)

  No we won't. I'm on a different

  path now. This you must face

  alone.

  Odin looks into Thor's eyes, struggling to breathe.

  ODIN (CONT'D)

  I love you my sons.

  For the briefest of instances, father and sons share a quiet

  moment together. Tears well in Thor's eyes.

  ODIN (CONT'D)

  Look at that.

  Ethereal sun-rays stream down upon the ocean.

  ODIN (CONT'D)

  Remember this place. Home.

  A warm glow washes over Thor's face and he turns to see that-

  -ODIN IS DISSIPATING INTO STARDUST. THE ALLFATHER HAS DIED.

  A moment as the brothers separately mourn for Odin.

  The sky above DARKENS and THE WIND PICKS UP.

  Thor stands and turns toward Loki, his eyes burning with

  rage. Loki takes a step back.

  LOKI

  Brother.

  Thor faces Loki. Electricity CRACKLES at Thor's hands.

  THOR

  This was your doing.

  CRACK! Behind them a black portal SPLITS OPEN!

  BLUE DRAFT 05/20/16 24.

  Thor SLAMS DOWN his umbrella, transforming into his Asgardian

  armor (with Mjolnir). Loki changes into his armor as well.

  A piercing scream cuts the air as a figure is hurtled out of

  the portal, crashing out of this dimensional rift is HELA.

  Hela takes a second to consider her surroundings. Then:

  HELA

  So he's gone?

  (beat)

  That's a shame. I would've liked

  to have seen that.

  A tense moment as they stare each other down.

  THOR

  You must be Hela. I'm Thor, son of

  Odin.

  HELA

  Really, you don't look like him.

  LOKI

  Perhaps we can reach an

  arrangement.

  HELA

  You sound like him.

  Loki shifts nervously. Thor's grip tightens on Mjolnir.

  HELA (CONT'D)

  Kneel.

  LOKI

  Beg your pardon?

  Hela MANIFESTS a pitch black blade.

  HELA

  Kneel...before your Queen.

  THOR

  I don't think so.

  Thor winds up and HURLS Mjolnir at Hela...

  - THUD - the mighty hammer comes to a cold stop, against

  Hela's hand.

  Thor is shocked. He stretches out his hands, trying to call

  Mjolnir back to him.

  BLUE DRAFT 05/20/16 25.

  The hammer trembles in Hela's hand, like a mini game of tug-o-

  war. But ultimately Hela keeps possession.

  THOR (CONT'D)

  It's not possible.

  HELA

  Darling, you have no idea what's

  possible.

  HELA SHATTERS THOR'S HAMMER.

  The blast of Mjolnir's destruction sends a wave of energy

  through Thor and Loki who brace themselves against the

  impact.

  Thor is stupefied. In shock. He looks up to see Hela is

  running her hands back over her head to create the terrifying

  battle headdress.

  Loki's reaction is more panic. He stands and calls up:

  LOKI

  Bring us back!

  THOR

  No!!

  Hela CHARGES Thor and Loki as-

  -WHOOSH! The Bi-Frost envelopes all of them.

  22 INT. BI-FROST - CONTINUOUS 22

  Thor and Loki ZOOM UPWARDS, held inside this celestial beam

  warping them towards Asgard. Loki and Thor look down to

  see... Hela is in the Bi-Frost, behind them and CATCHING UP.

  Loki turns and throws TWO DAGGERS at her. They find their

  mark, stalling her for a second. But she PLOWS RIGHT THROUGH

  Loki, KNOCKING HIM OUT OF THE BI-FROST. Gone in an instant.

  THOR

  Loki!

  Hela projects a jet black grappling hook and GRABS HOLD of

  Thor. Drawing him to her, preparing to finish him off. Thor

  pulls up his legs, and KICKS Hela with both feet. This

  effectively dislodges him from her grasp but also...

  ...KNOCKS THOR OUT OF THE BI-FROST! Now both he and Loki are

  gone. If they aren't dead, then God knows where they went.

  BLUE DRAFT 05/20/16 26.

  23 INT. THE OBSERVATORY - CONTINUOUS 23

  VOLSTAGG has a grip on Heimdall's sword, manning Bi-Frost's

  controls. Behind him FANDRAL is overseeing Skurge, who is

  mopping up the dragon guts.

  BOOM! Hela emerges with thunderous impact. Fandral and

  Volstagg draw their weapons, preparing to engage.

  VOLSTAGG

  Who are you!? What have you done

  with Thor?

  Hela fires TWO BLACK DAGGERS, each one dropping its target to

  the ground. Hela then walks forward and-

  HELA

  I'm Hela.

  -BRUTALLY KILLS FANDRAL AND VOLSTAGG!

  Hela sees Skurge. Approaches calmly, a vision of death.

  With Hela only a few feet from him, Skurge cowers. Pause.

  SKURGE

  I'm just a janitor.

  Skurge ever-so-slightly peers up at her.

  HELA

  You look like a smart boy with good

  survival instincts. How would you

  like a job?

  Hela looks out upon Asgard as Skurge rises behind her.

  24 EXT. ASGARD - THE MOUNTAINS - SAME 24

  A mysterious HOODED FIGURE watches Hela's arrival at the

  Observatory and begins a steady descent towards the city.

  25 EXT. SAKAAR - THE WASTELAND SHORE - DAY 25

  SUPER WIDE: A sky full of WORMHOLES. Thor, only a spec at

  this distance, SHOOTS out of one of these wormholes. He HITS

  the surface, causing a CLOUD of dust.

  Find Thor on his back surrounded by strange colorful space

  wreckage. Looking up, Thor sees a large metal object falling

  from a different wormhole! He rolls out of the way. THUD!

  BLUE DRAFT 05/20/16 27.

  Thor runs up a dune to get away from the shower of debris.

  Thor reaches the top of the dune and finds himself looking

  down on A BEACH in a strange WASTELAND. Camera scans a filthy

  dune littered with SPACE JUNK.

  Out across the OCEAN he notices A NIGHTMARE WORMHOLE - a

  giant open cylinder of whirling smoke and lightning storms.

  A loud noise draws Thor's attention to a HUGE RECTANGULAR

  "SCRAPPER" SHIP hauling a crashed SPACE VESSEL out of the

  water. Beneath the ship are various SCRAPPERS, masked

  humanoids. The ship is BLASTING WEIRD ALIEN MUSIC.

  A Scrapper notices Thor, then signals to his crew.

  LEAD SCRAPPER

  Are you a fighter or are you food?

  THOR

  I'm just passing through.

  LEAD SCRAPPER

  It is food. On your knees.

  Thor reaches out to summon Mjolnir. A reflex. Nothing.

  The LEAD SCRAPPER levels a MAGNO-RIFLE at Thor and WHAP! A

  solid metal projectile KNOCKS Thor flat on his back. More

  Scrappers attack, throwing nets and firing more projectiles.

  Thor tries to swat them away but they keep coming. The rest

  of the scrappers move in with iron bats and clubs.

  WHOOSH! A second ship arrives, landing nearby. It's cool,

  sleek, and dangerous, deserving of its name: WARSONG. It is

  also BLASTING DIFFERENT WEIRD ALIEN MUSIC.

  The FRONT of Warsong FLIPS OPEN and a GANGPLANK extends down

  to the ground. The scrappers stop and stare as we TRACK IN to

  a HERO REVEAL of SCRAPPER #142 (S142 for short) - a beautiful

  and ruthless asskicker.

  S142 lifts a half-empty bottle to her lips and CHUGS it. She

  finishes the bottle and smashes it on the side of her ship.

  SCRAPPER #142

  He's MINE.

  She walks down the gangplank... before veering off course and

  FALLING straight off into a pile of TRASH. She's PLASTERED.

  The Scrappers shrug and start hauling Thor away.

  BLUE DRAFT 05/20/16 28.

  SCRAPPER #142 (CONT'D)

  Wait!

  S142 staggers to her feet, takes a deep breath. She holds on

  to a piece of junk as support - some dead beast. Thor

  continues to struggle with his captors, tangled in nets.

  SCRAPPER #142 (CONT'D)

  Wait! He's mine. So if you want

  him, you go through me.

  The Scrappers start brandishing their weapons.

  SCRAPPER

  But we've already got him.

  S142 CLANGS her metal gauntlets together which activate.

  SCRAPPER #142

  Alright then I guess I go through

  you.

  LEAD SCRAPPER

  More food.

  She holds out her fists as if she's operating machinery...

  ...Warsong WHIRS to life. S142 clenches her fists and we hear

  a horrible SCREECHING NOISE as Warsong OPENS FIRE.

  She sweeps her arms out in an arc, the spray of gunfire

  lasting THREE SECONDS. She bangs her fists again, sending the

  ship into IDLE MODE. The Scrappers are now little more than

  tiny pieces of litter covering the beach.

  Thor is fixated on this beautiful murderer approaching. One

  final HUGE Scrapper comes at her with a bat. S142 casually

  GRABS this Scrapper and HURLS him up into the air behind her.

  THOR

  Thank you.

  From her belt S142 FLICKS a small glowing disc which LODGES

  into Thor's NECK. Far in the background, the Scrapper she

  threw finally HITS the ground with a loud THUD.

  She holds up a fob device and presses the button - the disc

  blinks and Thor is filled with the pain of a thousand

  screaming squirrels. He hits the ground, stunned.

  S142 DRAGS Thor towards her ship.

  BLUE DRAFT 05/20/16 29.

  30 INT. WARSONG SHIP - DAY 30

  Thor's face SMUSHED up against glass. His eyes are open.

  Thor's POV - THE CAPITAL - an eclectic city composed of

  salvaged items from all over the universe.

  Thor is lying in a sort of small GLASS HOLDING CELL beneath

  Warsong's COCKPIT. He looks up to see S142 piloting the ship.

  Thor's eyes lock in on her belt, specifically the fob device

  she used to activate the Obedience Disk/debilitate him.

  SCRAPPER #142

  This is Scrapper 142. I need

  clearance and an audience with the

  boss. I've got something special.

  THOR

  Hey! Where are you taking me?

  S142 ignores him, takes a swig from the bottle, and then

  nonchalantly UNCLIPS the fob from her belt.

  THOR (CONT'D)

  Answer me! Hey! I am Thor, son of

  Odin. I need to get back to

  Asgard.

  SCRAPPER #142

  Many apologies, your majesty.

  S142 ZAPS him and guides her ship towards a COLOSSAL TOWER.

  26 EXT. OUTSKIRTS OF ASGARD - DAY 26

  CLOSE ON: Hela, headdress retracted, hair down, her beautiful

  face fully visible. We do not see who she is talking to.

  HELA

  It's come to my attention that you

  don't know who I am.

  REVEAL THE ARMIES OF ASGARD FACING DOWN HELA.

  Standing in front is HOGUN, sword and shield out.

  HELA (CONT'D)

  I am Hela, Odin's first born,

  Commander of the legions of Asgard,

  the rightful heir to the throne,

  and the Goddess of Death.

  (pause for effect)

  (MORE)

  BLUE DRAFT 05/20/16 30.

  HELA (CONT'D)

  My father is dead. As are the

  princes. You're welcome.

  (then:)

  We were once the seat of absolute

  power in the Cosmos. Our supremacy

  was unchallenged, yet Odin stopped

  at Nine Realms. Our destiny is to

  rule over all others. And I am

  here to restore that power. Kneel

  before me...and rise into the ranks

  of my great conquest.

  THE E-GUARDS GET INTO ATTACK FORMATION.

  HOGUN

  Whoever you are... whatever you've

  done, surrender now! Or we will

  show you know mercy.

  HELA

  Whoever I am? Did you listen to a

  word I said?

  HOGUN

  This is your last warning!

  HELA

  I thought you'd be happy to see me.

  Hela forms her headdress.

  HELA (CONT'D)

  Fine.

  The Asgardian archers LOOSE DOZENS OF ARROWS, but-

  -Hela advances confidently, DESTROYS the SHIPS and SOARS INTO

  THE EINHERJAR! In a symphony of spectacular terror, Hela

  proceeds to DECIMATE the entire regiment. A tornado of

  carnage, a legendary massacre.

  27 EXT. BELOW THE RAINBOW BRIDGE - SAME 27

  While Hela slaughters up above, we tilt up from a boat,

  moored at the base of the Observatory, to see the mysterious

  figure from earlier is now SCALING the rocks towards the top.

  28 INT. THE OBSERVATORY - CONTINUOUS 28

  Now silhouetted in the entrance way, the figure scans the

  Observatory. His gaze falls on-

  BLUE DRAFT 05/20/16 31.

  -Bi-Frost's controls. Specifically Heimdall's sword.

  29 EXT. OUTSKIRTS OF ASGARD - CONTINUOUS 29

  It's eerily quiet. CLOSE on Hela scanning the battlefield.

  100+ slain Einherjar at her feet.

  ANGLE on Skurge as he steps forward - awe, admiration, fear.

  HELA

  Oh, I've missed this. Still, it's

  a shame. Good soldiers dying for

  nothing...all because they couldn't

  see the future. Sad.

  (then she sees:)

  Oh! Look, still alive.

  Reveal Hogun, severely injured but staggering to his feet,

  resilient.

  HELA (CONT'D)

  Change of heart?

  Hogun draws a dagger as a last ditch attack.

  HOGUN

  Go back to whatever cave you crept

  out of you evil demoness!

  Hela IMPALES Hogun on a spike. She turns to Skurge.

  HELA

  Let's go see my palace.

  Skurge stares at Hogun before following Hela towards the

  palace.

  31 OMITTED 31

  A32 INT. DARK TUNNEL - DAY A32

  THOR, strapped to the chair, suddenly finds himself slowly

  moving forward. After a beat-

  -the walls LIGHT UP and a SOOTHING VOICE speaks to him.

  SOOTHING VOICE (V.O.)

  Fear not, for you are found. You

  are home, and there is no going

  back. No one leaves this place.

  Thor STRUGGLES against his restraints.

  BLUE DRAFT 05/20/16 32.

  SOOTHING VOICE (V.O.)

  But what is this place? The answer

  in Sakaar.

  The tunnel walls show images of Sakaar's place in the Cosmos.

  SOOTHING VOICE (V.O.)

  Surrounded by cosmic gateways,

  Sakaar lives on the edge of the

  known and unknown.

  Images of the wormholes that cover Sakaar's atmosphere.

  SOOTHING VOICE (V.O.)

  It is the collection point for all

  lost and unloved things. Like you.

  But here on Sakaar, you are

  significant. You are valuable.

  Here, you are loved.

  THOR

  What...the hell?

  SOOTHING VOICE (V.O.)

  And no one loves you more than the

  Grandmaster.

  Images of the Grandmaster, in silhouette, arriving on Sakaar.

  SOOTHING VOICE (V.O.)

  He is the original. The first

  lost, and the first found. The

  creator of Sakaar and the father of

  the Contest of Champions.

  Images of the arena where aliens battle to the death.

  SOOTHING VOICE (V.O.)

  Where once you were nothing, now

  you are something. You are the

  property of the Grandmaster.

  (then:)

  Congratulations! You will meet the

  Grandmaster in five seconds.

  Images around the tunnel begin speeding up. Chaos, violence,

  and confusion mixed in with Grandmaster's face.

  Thor, already bewildered, looks on the verge of panic.

  SOOTHING VOICE (V.O.)

  Prepare yourself. Prepare

  yourself. You are now meeting the

  Grandmaster.

  BLUE DRAFT 05/20/16 33.

  Thor SCREAMS!

  32 INT. GRANDMASTER'S CHAMBERS - CONTINUOUS 32

  Suddenly Thor is somewhere else, surrounded weirdos and

  insanely dressed palace guards.

  His scream dies down self-consciously.

  A musical beat PLAYS in the background.

  THE GRANDMASTER, a tall mysterious man in golden robes. He is

  looking right at us. He doesn't know what to make of us. He's

  curious, thrilled, revolted, and titillated.

  Pulling back we see TOPAZ, his trusty guard, at his side. Two

  GOLDEN LADIES loiter off to the side. Other strange guests

  can be seen in the background. Grandmaster just stares.

  S142 stands beside Grandmaster. Finally:

  GRANDMASTER

  He's wonderful.

  (then:)

  It is a he?

  Reveal S142 standing beside Thor.

  SCRAPPER #142

  It's a he.

  GRANDMASTER

  Yeah. I love when you come to visit

  142, you bring me the best stuff.

  (to Topaz:)

  Whenever we get to talking, Topaz,

  about Scrapper 142...what do I

  always say? "She is the..." and it

  starts with a B.

  TOPAZ

  Trash.

  GRANDMASTER

  No, not trash. Were you waiting

  just to call her that? It doesn't

  start with a "B."

  TOPAZ

  Booze hag.

  BLUE DRAFT 05/20/16 34.

  GRANDMASTER

  I'm so sorry. No, "best." I was

  thinking about "best."

  (to S142:)

  Because I always say you're the

  best. She brought me my precious

  beloved Champion, you know.

  TOPAZ

  You say that every time she's here.

  GRANDMASTER

  What have you brought today? Tell

  me.

  SCRAPPER #142

  A contender.

  THOR

  A what?

  GRANDMASTER

  I need to go closer. I want a

  closer look at this. Can you take

  us closer? Thank you.

  Grandmaster advances on Thor. Examining him closely and

  strangely. Then:

  GRANDMASTER (CONT'D)

  Pay this lady.

  THOR

  Just wait a damn minute. I'm not

  for sale.

  Using all his might, Thor breaks out of his shackles, but-

  -S142 ZAPS him again. Paralyzed by superheated veins.

  GRANDMASTER

  Man. He is a fighter.

  SCRAPPER #142

  I'd take 10 million.

  TOPAZ

  Tell her she's dreaming.

  GRANDMASTER

  For heaven's sake, transfer the

  units.

  BLUE DRAFT 05/20/16 35.

  Topaz transfers S142 the units. Without sympathy or ceremony,

  S142 exits.

  THOR

  You'll pay for this!

  SCRAPPER #142

  No, I got paid for this.

  Thor claws at the obedience disk, trying to RIP IT OUT.

  He gets some separation from his skin, but the disk is

  causing him even more pain. Thor eventually has to let go.

  Grandmaster holds up HIS OWN fob device and uses it like a

  wand to guide Thor's HOVER CHAIR, which follows Grandmaster

  around as he speaks.

  GRANDMASTER

  Here's what I wanna know. Who are

  you?

  THOR

  I am the God of THUNDER!!!

  Thor THRUSTS his arms into the air but only a tiny bit of

  static electricity POPS within Thor's hands.

  GRANDMASTER

  Wow. I didn't hear any thunder,

  but out of your fingers, was that

  like...sparkles?

  TOPAZ

  We located your cousin.

  GRANDMASTER

  Oh good!

  (to Thor:)

  Yeah, come on. I think you're gonna

  like this.

  Grandmaster moves Thor's chair to another section where-

  -COUSIN CARLO is waiting. He's strapped to a chair like

  Thor, and he is terrified.

  GRANDMASTER (CONT'D)

  There he is. Hey, cuz. We almost

  couldn't find you. What, have you

  been hiding?

  Cousin Carlo looks at Thor, cowering in fear.

  BLUE DRAFT 05/20/16 36.

  THOR

  Hi.

  Carlo only further weeps.

  GRANDMASTER

  So...

  COUSIN CARLO

  Please. I'm sorry.

  GRANDMASTER

  Carlo... I pardon you.

  COUSIN CARLO

  Thank you. Thank you.

  GRANDMASTER

  You're officially pardoned...from

  life.

  Grandmaster casually takes Topaz's Sakaarian Guard staff and

  JABS it into his cousin's mid-section-

  -CAUSING ALL OF HIS FLESH TO MELT OFF HIS SKELETON!

  Carlo SHRIEKS IN PAIN before his vocal cords melt. Thor

  looks on, in shock.

  THOR

  Oh, my god!

  Liquid Carlo spreads towards Grandmaster.

  GRANDMASTER

  I'm stepping in it. I'm stepping

  in it. Look out!

  THOR

  (repulsed)

  Oh, the smell.

  GRANDMASTER

  What does it smell like?

  TOPAZ

  Burnt toast.

  GRANDMASTER

  What happened to my manners? I

  haven't properly introduced myself.

  Come on. Follow me.

  Grandmaster gives Topaz back her staff.

  BLUE DRAFT 05/20/16 37.

  Grandmaster and Thor arrive at a space where A GROUP OF

  MUSICIANS PLAY STRANGE INSTRUMENTS (the source of the music

  thus far). Grandmaster joins them, still speaking to Thor.

  Grandmaster begins PLAYING a strange piano-like contraption,

  riffing a melody over the existing music.

  GRANDMASTER (CONT'D)

  My name is Grandmaster. I preside

  over a little harlequinade called

  the Contest of Champions. People

  come from far and wide to

  unwillingly participate in it. And

  you, my friend, might just be part

  of the new cast. What do you say

  to that?

  THOR

  We're not friends, and I don't give

  a shit about your games! I'm going

  back to Asgard!

  GRANDMASTER

  (amused)

  Ass-gard?

  (then:)

  One, two, three, four.

  Grandmaster really gets into his PLAYING. Grandmaster's

  guards and VIP guests start MOVING TO THE MUSIC.

  Thor takes a moment to look around at this bizarre spectacle

  unfolding around him. In doing so, he zeroes in on one

  particular group of VIPS, specifically...

  ...LOKI! He's lounging and dressed in Sakaarian garb.

  LOKI

  There was a wormhole in space and

  time beneath me. At that moment, I

  let go.

  THOR

  Loki!? Loki! Over here!

  Loki notices Thor. Blanches a little. Sidles closer so as

  to speak to Thor without looking like he's speaking to Thor.

  LOKI

  Excuse me one second.

  THOR

  Loki!

  BLUE DRAFT 05/20/16 38.

  Loki hustles over to Thor, SHUSHING him.

  LOKI

  What? You're alive?

  THOR

  Yes, of course I'm alive.

  LOKI

  What are you doing here?

  THOR

  What do you mean, what am I doing?

  I'm stuck in this stupid chair.

  Where's your chair?

  LOKI

  I didn't get a chair.

  THOR

  Get me out of this one.

  LOKI

  I can't.

  THOR

  What?

  LOKI

  I've made friends with this man.

  He's called the Grandmaster.

  THOR

  Oh, he's crazy!

  LOKI

  I've gained his favor.. The Bi-

  Frost brought me out here weeks

  ago.

  THOR

  Weeks ago? I just got here.

  Suddenly Grandmaster is right next to them.

  GRANDMASTER

  What are you whispering about?

  Both Thor and Loki react, startled.

  GRANDMASTER (CONT'D)

  Time works real different around

  these parts.

  (MORE)

  BLUE DRAFT 05/20/16 39.

  GRANDMASTER (CONT'D)

  On any other world, I'd be like,

  millions of years old. But here on

  Sakaar...

  Grandmaster beholds himself. Then turns to Loki. A truly

  uncomfortable silence.

  GRANDMASTER (CONT'D)

  In any case, you know this... You

  call yourself Lord of Thunder?

  THOR

  God of Thunder. Tell him.

  LOKI

  I've never met this man in my life.

  THOR

  He's my brother.

  LOKI

  Adopted.

  GRANDMASTER

  Is he any kind of a fighter?

  Loki shrugs, gives the universal gesture for "so-so."

  THOR

  You take this thing out of my neck

  and I'll show you.

  GRANDMASTER

  Now listen to that. He's

  threatening me. Hey, Sparkles,

  here's the deal. If you wanna get

  back to Ass-place, Assberg...

  THOR

  Asgard.

  GRANDMASTER

  Any contender who defeats my

  champion, their freedom they shall

  win.

  THOR

  Fine. Then point me in the

  direction of whoever's ass I have

  to kick.

  GRANDMASTER

  That's what I call, contender!

  Direction would be this way, Lord.

  BLUE DRAFT 05/20/16 40.

  THOR

  Loki!

  Guards arrive. They haul Thor up and escort him out.

  33 OMITTED 33

  34 INT. THE ARENA - GLADIATOR CELLS - NIGHT 34

  Thor is shoved into a spacious cell where other alien

  prisoners are lurking in the back.

  The thick cell door SLAMS SHUT behind Thor. Thor gets up and

  immediately begins THROWING his shoulder into the door. The

  door doesn't budge, not even a little.

  Behind him, KORG, a hulking Kronan rock alien, speaks up.

  KORG

  Hey! Take it easy man!

  (Thor looks back)

  Over here. The pile of rocks

  waving at you. Yeah I'm actually a

  thing, I'm a being. Allow me to

  introduce myself, my name is Korg.

  I'm kind of like the leader in

  here. I'm made of rocks, as you

  can see, but don't let that

  intimidate you. You don't need to

  be afraid unless you're made of

  scissors.

  (GIGGLES to himself)

  Just a little rock-paper-scissor

  joke for you. This is my very good

  friend over here, Miek. He's an

  insect and has knives for hands.

  MIEK, a slug alien inside a robot exoskeleton, says hello by

  doing some karate moves.

  THOR

  You're a Kronan, aren't you?

  KORG

  That I am.

  THOR

  How'd you end up in here?

  KORG

  Well, I tried to start a revolution

  but didn't print enough pamphlets,

  so hardly anyone turned up.

  (MORE)

  BLUE DRAFT 05/20/16 41.

  KORG (CONT'D)

  Except for my mom and her

  boyfriiend, who I hate. As

  punishment, I was forced to be in

  here and become a gladiator. Bit

  of a promotional disaster.

  (secretive)

  But I'm actually organizing another

  revolution. I don't know if you'd

  be interested in something like

  that. Do you reckon you'd be

  interested?

  Thor tries to run ahead down the circle and loops back around

  behind Korg.

  THOR

  How did you...

  KORG

  Yeah, no. This whole thing is a

  circle. But not a real circle,

  more like a freaky circle.

  THOR

  This doesn't make any sense.

  KORG

  No, nothing makes sense here. The

  only thing that does make sense, is

  that nothing makes sense.

  THOR

  Has anyone here fought the

  Grandmaster's Champion?

  KORG

  Doug has. Doug!

  (realizes)

  Oh, right, Doug's dead. That's

  right. Everyone who fights the

  Grandmaster's champion perishes.

  THOR

  What about you? You're made of

  rocks.

  KORG

  Perishable rocks.

  (a pebble FALLS OFF)

  There you go. Another one gone.

  Yeah, no, I just do the smaller

  fights, warm up the crowd and

  whatnot. Wait. You're not gonna

  face him, are you?

  BLUE DRAFT 05/20/16 42.

  THOR

  Yes I am. Fight him, win, and get

  the hell out of this place.

  KORG

  That's exactly what Doug used to

  say. See you later, new Doug.

  Korg walks away and approaches Miek.

  A35 EXT. ASGARD - STREETS - SUNSET A35

  The streets of Asgard are cold and silent, save for the

  occasional distant sounds and screams of a city under siege.

  35 OMITTED 35

  A36 INT. THRONE ROOM - CONTINUOUS A36

  Moving down the throne room corridor we see-

  -SEVERAL DEAD EINHERJAR GUARDS.

  One guy is still alive, desperately trying to crawl away.

  SHLNK! A black blade finishes him off.

  Reveal HELA and SKURGE looking down at the carnage.

  Hela directs her attention to FRESCOS ON THE CEILING. Like

  the Sistine Chapel, except these depict Asgard's shining

  influence on the Nine Realms. Bountiful harvests, shepherds

  with full flocks, common folk throwing parades for Asgard's

  army, etc.

  HELA

  Does no one remember me?

  (awaiting an answer)

  Has no one been taught our history?

  Look at these lies. Goblets and

  garden parties? Peace treaties?

  Hela leads them towards the throne.

  HELA (CONT'D)

  Odin... proud to have it... ashamed

  of how he got it.

  Hela FIRES SPIKES into the ceiling, RIPPING DOWN plaster.

  Beneath the surface are older Frescos. These ones are far

  more dark and sinister.

  BLUE DRAFT 05/20/16 43.

  Soldiers in battle. Blood. A giant war wolf. Young Odin

  and young Hela. Slaves building the palace.

  Skurge is at least somewhat disturbed by this.

  HELA (CONT'D)

  We were unstoppable. I was his

  weapon in the conquest that built

  Asgard's empire. One by one, the

  realms became ours.

  Hela turns from the murals to address Skurge.

  HELA (CONT'D)

  But then, simply because my

  ambition outgrew his...he banished

  me, caged me, locked me away like

  an animal. Before that, Asgard's

  warriors were honored, their bodies

  buried as heroes beneath this very

  place.

  Hela beckons Skurge to follow her.

  B36 INT. ODIN'S VAULT - CONTINUOUS B36

  Hela enters the vault and descends the stairs towards the

  magical items.

  SKURGE

  Odin's treasures.

  SKURGE follows her. Hela walks towards the Infinity Gauntlet.

  HELA

  Fake.

  Hela KNOCKS the gauntlet off its pedestal.

  HELA (CONT'D)

  Most of the stuff in here is fake.

  Next: The Casket of Ancient Winter.

  HELA (CONT'D)

  Or weak.

  Next: Surtur's skull.

  HELA (CONT'D)

  Smaller than I thought it would be.

  Next: The Tesseract. She hesitates:

  BLUE DRAFT 05/20/16 44.

  HELA (CONT'D)

  That's not bad?

  (notices:)

  But this... The Eternal Flame.

  THE ETERNAL FLAME flickers in its chalice.

  Hela DIGS HER HAND INTO THE ETERNAL FLAME. She pulls her

  hand out now cupping GREEN FIRE, like a torch.

  Hela approaches a large circular RUNE ETCHING on the floor.

  Hela manifests a huge CLAW HAMMER. She SMASHES THROUGH THE

  RUNES ON THE FLOOR, creating a gaping chasm.

  She looks at Skurge.

  HELA (CONT'D)

  Want to see what true power looks

  like?

  Hela looks down into the darkness below.

  With her hand aflame, Hela JUMPS down into the chasm!

  C36 INT. HIDDEN ASGARDIAN CATACOMBS - DAY C36

  Hela LANDS like a bad ass.

  Dust settles. The light of Hela's hand torch reveals a stone

  crypt. An ornate burial place for the heroes of Old Asgard.

  We can see countless rotted skeletons in badass ancient

  Asgardian armor. Hela's regiment.

  Among them, A MASSIVE WOLF'S SKELETON. TERRIFYING AND

  MONSTROUS, COLOSSAL CHAINS AROUND THE BONES OF ITS PAWS.

  FENRIS.

  Hela approaches Fenris' skeleton.

  HELA

  Fenris. My darling, what have they

  done to you?

  She lifts her flaming hand above her head. She slams her hand

  into the ground.

  HELA (CONT'D)

  With the Eternal Flame, you are

  reborn!

  The fire spreads out, covering Fenris and Hela's old army.

  BLUE DRAFT 05/20/16 45.

  As the fire covers the skeletons, they SHUDDER TO LIFE.

  HELA (CONT'D)

  I've missed you. I've missed you

  all.

  HELA'S BUTCHERS, rise up before their commander.

  ABOVE: Skurge looks down, worried.

  BELOW: A sinister light returns to Fenris's eyes as he

  stands proudly before his master, allowing her to pet the fur

  of his terrifying face.

  C36A INT. THE ARENA - GLADIATOR CELLS - NIGHT C36A

  Thor sits against the wall. Quietly praying.

  THOR

  Odin, I bid you take your place in

  the halls of Valhalla...

  (then:)

  Where the brave shall live forever.

  Nor shall we mourn but rejoice-

  THOR (CONT'D) LOKI (O.S.)

  -for those that have died the -for those that have died the

  glorious death. glorious death.

  Reveal Loki standing across the cell. Thor gives him a hard

  look.

  LOKI (CONT'D)

  It hurts, doesn't it? Being lied

  to. Being told you're one thing and

  then learning it's all a fiction.

  Thor picks up some stones that have fallen from Korg's leg

  and casually starts throwing them through Loki's illusion.

  LOKI (CONT'D)

  You didn't think I'd really come

  and see you, did you? This place

  is disgusting.

  Thor throws another stone through Loki.

  LOKI (CONT'D)

  Does this mean you don't want my

  help?

  Thor throws another stone through Loki.

  BLUE DRAFT 05/20/16 46.

  LOKI (CONT'D)

  Look, I couldn't jeopardize my

  position with Grandmaster, it took

  me time to win his trust. He's a

  lunatic, but he can be amenable.

  Thor throws another stone through Loki. Disinterested.

  LOKI (CONT'D)

  What I'm telling you is, you could

  join me at the Grandmaster's side.

  Perhaps, in time, an accident

  befalls the Grandmaster, and

  then...

  Loki gestures: "we take over."

  Thor throws another stone through Loki. Bored.

  LOKI (CONT'D)

  You're not seriously thinking of

  going back, are you? Our sister

  destroyed your hammer like a piece

  of glass. She's stronger than both

  of us. She's stronger than you.

  You don't stand a chance. Do you

  understand what I'm saying to you?

  Thor just scowls.

  LOKI (CONT'D)

  Fine. I guess I'll just have to go

  it alone. Like I've always done.

  (Thor smirks)

  Would you say something?

  Now out of stones, Thor looks around the floor for more.

  LOKI (CONT'D)

  Say something!

  Thor finally looks right at Loki, speaks fast and curt:

  THOR

  What would you like me to say? You

  faked your own death, you stole the

  throne, stripped Odin of his power,

  stranded him on Earth...

  (on Loki:)

  -to die, releasing the Goddess of

  Death.

  (back to Thor:)

  (MORE)

  BLUE DRAFT 05/20/16 47.

  THOR (CONT'D)

  Have I said enough, or do you do

  you want me to go further back than

  the past two days?

  Loki's eyes burn. Thor stares coldly at him. Loki tries to

  compose himself.

  LOKI

  You know, I haven't seen this

  Beloved Champion he talks of, but

  I've heard he's astonishingly

  savage. I've placed a large wager

  against you tomorrow. Don't let me

  down.

  Loki SHIMMERS, and his illusion vanishes. Korg runs in to

  try to kick him.

  KORG

  Piss off, ghost!

  (then:)

  He's freaking gone.

  40 INT. THE ARENA - RECEIVING AREA 40

  Thor, Korg, and a gaggle of other prisoners/fighters have

  been led from their cells to a PRE-FIGHT HOLDING AREA.

  Korg and Thor are by the weapons rack.

  KORG

  Yuck! There's Still someone's hair

  and blood all over this. Guys, can

  you clean up the weapons once you

  finish your fight? Disgusting

  slobs.

  (then:)

  Thor...wanna use a big wooden fork?

  THOR

  No.

  KORG

  Yeah, not really useful unless

  you're fighting off three vampires

  that were huddled together.

  THOR

  I really wish I had my hammer.

  KORG

  Hammer?

  BLUE DRAFT 05/20/16 48.

  THOR

  Quite unique. It was made from

  this special metal from the heart

  of a dying star. And when I spun

  it really, really fast it gave me

  the ability to fly.

  KORG

  You rode a hammer?

  THOR

  No, I didn't ride the hammer.

  KORG

  The hammer rode you on your back?

  THOR

  No. I used to spin it really fast,

  and it would pull me off the...

  KORG

  Oh my God. The hammer pulled you

  off?

  THOR

  The ground. It would pull me off

  the ground, up into the air, and I

  would fly. Every time I threw it,

  it would always come back to me.

  KORG

  Sounds like you had a pretty

  special and intimate relationship

  wiht this hammer and that losing it

  was almost comparable to losing a

  loved one.

  THOR

  That's a nice way of putting it.

  Thor spots S142 dealing at the bar. He's once again eyeing

  the fob device clipped to her belt. Scowls.

  SCRAPPER #142

  I said they're mine.

  THOR

  See her, the one that put me in

  here.

  KORG

  Yeah, Scrapper 142. She's strong.

  And she drinks a lot.

  (MORE)

  BLUE DRAFT 05/20/16 49.

  KORG (CONT'D)

  Gotta watch out for those

  Asgardians, man. They are hard to

  perish.

  THOR

  Asgardian?

  Thor breaks away from the line and runs to S142.

  THOR (CONT'D)

  Hey! Hey!

  S142 holds up the fob.

  THOR (CONT'D)

  Do not zap me with that thing. I

  just wanna talk. Asgard is in

  danger.

  Thor then notices a series of PATTERNED SCARS, or BRANDS, on

  her forearms. It's a moment of recognition and disbelief.

  THOR (CONT'D)

  My God, you're a Valkyrie. I used

  to wanna be a Valkyrie when I was

  younger...until I found out that

  you were all women. There's

  nothing wrong with women, of

  course. I love women. Sometimes a

  little too much. Not in a creepy

  way, just more of a respectful

  appreciation. I think it's great

  that there is an elite force of

  women warriors. It's about time.

  SCRAPPER #142

  Are you done?

  WARDEN (O.S.)

  Lord of Thunder, you're up.

  THOR

  Please, help me. I need your help.

  SCRAPPER #142

  Bye.

  THOR

  Fine, then you must be a traitor or

  a coward because the Valkyrie are

  sworn to protect the throne.

  S142 finally turns her attention to Thor, intense.

  BLUE DRAFT 05/20/16 50.

  SCRAPPER #142

  Listen closely, your majesty. This

  is Sakaar, not Asgard. And I'm a

  scrapper, not a Valkyrie.

  Guards swarm Thor, dragging him back

  WARDEN (O.S.)

  Bring him in for processing!

  VALKYRIE

  And no one escapes this place. So

  you're gonna die anyway.

  Despite her denial, Thor has clearly hit a nerve. And from

  now on we will refer to Scrapper #142 as VALKYRIE.

  Valkyrie takes her booze and walks away. Thor is dragged

  away, passing Korg and the other prisoners.

  40A INT. PROCESSING ROOM - DAY 40A

  Thor is strapped to a chair. Reveal a weird alien BARBER

  (Stan Lee cameo) holding up some rusty shears.

  STAN LEE

  Now, don't you move. My hands

  ain't as steady as they used to be.

  THOR

  By Odin's beard, you shall not cut

  my hair... lest you feel the wrath

  of the might Thor.

  Barber activates a menacing CUTTING TOOL. Thor freaks out.

  THOR (CONT'D)

  Please. Please, kind sir, do not

  cut my hair! No!

  40B INT. THE ARENA - NIGHT 40B

  Hundreds of thousands of spectators packed into the stadium

  seats. Dozens of starships are parked above the arena.

  Find THE GRANDMASTER'S LUXURY SUITE, a VIP box attached to

  the fighting area. The Golden Ladies are in attendance.

  Loki lounges in the suite, taking wagers on the fight card.

  Grandmaster walks out into the center of the arena. Suddenly-

  BLUE DRAFT 05/20/16 51.

  -THE GRANDMASTER GROWS TO 60-FEET TALL! This enlarged

  projection of Grandmaster addresses the audience.

  GRANDMASTER

  Wow! Look at all of you. What a

  show, WHAT-A-NIGHT! Who's having

  fun? Please, I'm your host. Big

  round of applause for all of our

  undercard competitors... who died

  so gruesomely. Good sports. What a

  show! What a night! This is what

  you've come for and so have I.

  (applause)

  And now, without further ado...

  it's main event time!!

  (INSANE APPLAUSE)

  Making his first appearance, though

  he looks quite promising, got a

  couple of tricks up his sleeve.

  I'll say no more, see what you

  think. Ladies and gentlemen...

  (LAUGHTER from the crowd)

  I give to you...Lord of Thunder!

  Enter Thor. Gladiator Thor. Shaved head, trimmed beard,

  minimalist armor, covered in weapons. Two swords on his

  back, giant mace in one hand, spiked shield in the other.

  GRANDMASTER (CONT'D)

  Watch out for his fingers. They

  make sparks.

  Thor looks up at the throngs of SCREAMING FANS. And then...

  ...puts on his helmet. A badass gladiator variation of his

  classic winged helm. Thor is ready to rumble.

  ABOVE: Find Valkyrie in her Warsong ship, parked amongst the

  other tailgaters. She POPS open a bottle of booze. Drinks.

  GRANDMASTER (CONT'D)

  Okay, this is it. Let's get ready

  to welcome this guy. Here he comes.

  He is a creature. What can we say

  about him? Well, he's unique.

  There's none like him. I feel a

  special connection with him.

  Suddenly the floor beneath Thor's feet LOWERS. A slow,

  tension-building GRIND as he sees-

  -A DOOR across the arena. Bigger and bigger.

  BLUE DRAFT 05/20/16 52.

  The entire crowd is on its feet. Palpable anticipation. The

  spotlights change to bright stadium lights.

  GRANDMASTER (CONT'D)

  He's undefeated. HE'S THE

  REIGNING...HE'S THE DEFENDING...

  Ladies and gentlemen... I give

  you...

  KA-BOOM! EXPLODING through a door is the Champion...

  ...THE INCREDIBLE HULK! He wears an armored shoulder guard

  and a Spartan helmet. He carries a warhammer in one hand and

  a battleaxe in the other. Hulk POUNDS his chest and ROARS,

  further energizing an already frenzied crowd.

  Meanwhile, the sight of Hulk makes Thor's arms drop to his

  sides along with his jaw dropping to the ground. And then-

  -Thor LAUGHS his ass off. Like, "that's my buddy over there!"

  THOR

  Yes!

  IN THE VIP BOX: Loki goes ghost white. Traumatic memories of

  being Hulk-smashed flood his brain. Gone is all his joy.

  LOKI

  I have to get off this planet.

  Loki tries to exit, but the Grandmaster stops him.

  GRANDMASTER

  Hey, hey, hey! Where are you going?

  Grandmaster plops Loki down in the front row, right against

  the glass. Loki casually tries to hide his face in his hand.

  IN THE ARENA:

  THOR

  Hey! We know each other. He's a

  friend from work.

  (to Hulk:)

  Where have you been? Everybody

  thought you were dead. So much has

  happened since I last saw you. I

  lost my hammer. Like, yesterday,

  so that's still pretty fresh.

  (then:)

  Loki! Loki's alive. Can you

  believe it? He's up there.

  (waves to Loki:)

  Loki! Look who it is!

  BLUE DRAFT 05/20/16 53.

  Loki is petrified.

  THOR (CONT'D)

  Banner, I never thought I would say

  this, but I'm happy to see you.

  IN THE ARENA: Hulk is still eyeballing Thor while the

  capacity crowd CHANTS insanely for "HULK! HULK! HULK!"

  THOR (CONT'D)

  Banner. Hey, Banner!

  Hulk's face grimaces and contorts, suppressing puny Banner.

  HULK

  NO BANNER! ONLY HULK!

  Hulk CHARGES at Thor. Insanely fast.

  THOR

  What are you doing? It's me.

  Thor DODGES the first few attacks, but then Hulk SHATTERS his

  shield and sends Thor FLYING.

  Thor draws a sword and STABS it into the ground to slow his

  momentum. Draws the other sword and faces off against Hulk.

  THOR (CONT'D)

  Banner, we're friends. This is

  crazy. I don't want to hurt you!

  They engage again. Hulk KICKS Thor, sending him SLAMMING

  into the wall.

  GRANDMASTER

  Here we go.

  Thor jumps down just in time to avoid Hulk's warhammer, which

  HITS so hard that it remains lodged in the wall.

  With Hulk charging again, Thor RIPS the warhammer out of the

  wall and WALLOPS Hulk with it.

  Hulk goes CRASHING alongside the arena. He ends up sprawled

  out in a pile of rubble, slightly dazed.

  GRANDMASTER (CONT'D)

  What?

  ABOVE: Val is watching through a set of high-tech

  binoculars. She reacts to Thor, reluctantly impressed.

  BLUE DRAFT 05/20/16 54.

  Thor advances on Hulk with all the swagger. He takes off his

  helmet and CALLS OUT to Hulk, provoking him.

  THOR

  Hey, big guy. The sun's getting

  real low.

  Hulk takes off his helmet. Scowling. Teeth GRINDING.

  THOR (CONT'D)

  That's it. The sun's going down.

  I won't hurt you anymore. No one

  will.

  WHOOSH! Thor is suddenly dragged out of frame. Hulk has

  Thor by the leg and is WHIPPING him against the arena floor.

  Over and over and over again.

  IN THE VIP BOX: Loki's whole mood shifts. The joy returns to

  his face, like "everything will be alright!" Loki LAUGHS.

  LOKI

  Yes! That's how it feels!

  (to Grandmaster:)

  I'm just a huge fan of the sport.

  Thor is SMASHED into the floor face first.

  Hulk ROARS and RUSHES Thor with his axe.

  THOR

  All right. Screw it.

  CLANG! The giant weapons CLASH! Now Thor and Hulk are

  fighting warhammer versus battleaxe...

  ...and Thor is winning! He's getting the better of these

  exchanges, using Hulk's aggression against him. Thor

  continually KNOCKS and/or TRIPS Hulk off his feet while

  evading all of Hulk's best attacks.

  THOR (CONT'D)

  I know you're in there, Banner.

  I'll get you out!

  One particular vicious blow DISARMS Hulk, and Thor BREAKS

  Hulk's axe with the warhammer. Thor then BASHES Hulk in the

  chest, KNOCKING him to the ground.

  THOR (CONT'D)

  What's the matter with you? You're

  embarrassing me! I told them we

  were friends!

  BLUE DRAFT 05/20/16 55.

  GROWLING, Hulk stands up and HITS Thor with a straight jab

  that sends Thor TUMBLING across the arena. Hulk immediately

  LEAPS after him and LANDS ON Thor!

  Hulk is now on top of Thor as they slide across the arena,

  just PUMMELING him with punches. Left-right-left-right.

  Thor's head snaps back and forth.

  In the carnage, Thor sees VISIONS OF ODIN. Then-

  -his eyes GLOW WHITE WITH ELECTRICITY. Like an instinctual

  defense mechanism, Thor suddenly KNOCKS HULK BACK WITH A

  BURST OF LIGHTNING!

  Seething with electricity, Thor springs to his feet and then

  BLASTS HULK WITH A MASSIVE LIGHTNING PUNCH! Hulk is LAUNCHED

  BACKWARDS and Thor hits the ground HARD.

  CROWD

  Thunder! Thunder! Thunder!

  KORG

  Thunder! Thunder! Thunder!

  The crowd gets hushed. They've never seen this before.

  IN THE VIP BOX: Grandmaster is pissed. Loki is amazed.

  Hulk and Thor stagger to their feet. Thor looks at himself,

  a little surprised. There are still small charges of

  lightning CRACKLING through his veins.

  Meanwhile, Hulk RUMBLES towards Thor and they're at it again,

  close-quarters boxing. Thor is winning the exchanges,

  landing BRUTAL PUNCHES to Hulk's body. And then suddenly-

  -BZZZ! The Grandmaster ZAPS him with the Obedience Disk fob!

  Thor drops, totally caught off guard!

  Hulk plants his feet and JUMPS! He ZOOMS UP, rocketing out

  of the arena, up-up-up into the sky! At the apex of his jump

  Hulk clenches his fist and begins a missile-like descent.

  Val sees this from her ship and decides to take off, like

  "This fight is over, time to beat traffic."

  KORG (CONT'D)

  Another day, another Doug.

  Down below, Thor groggily turns over. He does so just in

  time to see Hulk coming at him like an atom bomb!

  No time to avoid it. KA-BOOM!!! Right before impact Thor's

  eyes go lightning white. Hulk HITS Thor like a meteor.

  BLUE DRAFT 05/20/16 56.

  The impact knocks Thor unconscious and we CUT TO BLACK.

  Linger on darkness for a few beats...and then:

  36 INT. THRONE ROOM - SUNSET 36

  Hela sits on the throne trying to get comfortable, headdress

  & cowl off. Skurge stands at the foot of the throne.

  HELA

  What is that noise?

  SKURGE

  The common folk aren't exactly

  falling in line. There's a

  resistance trying to knock down the

  front gates.

  Hela sends her BUTCHER TROOPS to deal with it.

  HELA

  Tell me about yourself, Skurge.

  SKURGE

  Well, me dad was a stonemason, me

  mum was-

  HELA

  (interrupts)

  I'll just stop you there. What I

  meant was what is your ambition?

  SKURGE

  I just want a chance to prove

  myself.

  HELA

  Recognition.

  (then:)

  When I was young every great King

  had an executioner. Not just to

  execute people, but also to execute

  their vision. But mainly to

  execute people. Still a great

  honor.

  (beat)

  I was Odin's executioner.

  Hela holds out her hand and uses her powers to FORM A DOUBLE-

  SIDED OBSIDIAN AXE, which she offers to Skurge.

  HELA (CONT'D)

  And you will be my executioner.

  Let's begin our conquest.

  BLUE DRAFT 05/20/16 57.

  37 OMITTED 37

  41 OMITTED 41

  42 OMITTED 42

  44 EXT. RAINBOW BRIDGE - DAY 44

  Hela and Skurge arrive at the Observatory, army in tow.

  HELA

  Skurge, where's the sword?

  Reveal that the Bi-Frost sword is missing.

  HELA (CONT'D)

  That sword is the key to opening

  the Bi-Frost.

  Hela thinks, seething.

  HELA (CONT'D)

  These people you mentioned, the

  ones who aren't falling into line.

  Round them up.

  45 OMITTED 45

  AA46 OMITTED AA46

  AB46 OMITTED AB46

  46 EXT. ASGARD - MOUNTAIN CREEK - DAY 46

  A46 OMITTED A46

  SPLASH! Boots running across the shallow water. We meet a

  family of refugees from the city. FATHER, MOTHER, SON (14),

  and young daughter (8). They're RUNNING FOR THEIR LIVES.

  Hot on their heels are a pair of Hela's sinister Butchers,

  hunting like a pack of wolves.

  After scrambling through a grove of trees the family make

  their way through a narrow pass. The Butchers are hot on

  their heels, their growls getting louder behind them when -

  BAM! The son runs right into a tall, immovable object...

  BLUE DRAFT 05/20/16 58.

  HEIMDALL! No regal armor, no golden helm. This Heimdall has a

  thick beard and is wrapped in a cloak. The rest of the family

  arrive, desperation.

  HEIMDALL

  Excuse me.

  In one swift motion Heimdall draws the BI-FROST SWORD, steps

  forward and SLASHES through the Butchers, ending them.

  He then turns to the family, gestures for them to follow him.

  HEIMDALL (CONT'D)

  Sorry about that. These bloody

  things are everywhere. Come on.

  47 OMITTED 47

  48 EXT. ASGARD - MOUNTAIN RAVINE - DAY 48

  Heimdall approaches the steep face of the mountain. Carved

  into the rock is YGGDRASIL, the world tree. Heimdall kneels,

  whispers a few words under his breath, and... A HUGE SECTION

  OF THE MOUNTAIN FACE VANISHES IN A SHIMMERING ILLUSION!

  49 INT. STRONGHOLD - DAY 49

  It's busy with activity - hundreds of Asgardians who fled the

  city after Hela's invasion are living here. Men, women, and

  children. Strong and weak, young and old.

  Heimdall turns to the family, even manages a smile.

  HEIMDALL

  You'll be safe here.

  They enter the stronghold. As the doors SHUT we go to-

  50 OMITTED 50

  A51 OMITTED A51

  51 INT. HULK'S WARRIOR SUITE - DAY 51

  Thor's eyes POP OPEN. He's lying in a heap on the ground,

  still dirty, bruised, and beat up.

  Thor is being tended to by TWO SAKAARIAN GLADIATOR NURSES who

  are swabbing his wounds. This freaks him out, which results

  in startled thrashing. That freaks out the two Gladiator

  nurses, which results in them RUNNING AWAY.

  BLUE DRAFT 05/20/16 59.

  Thor starts to get up, but then winces. He moves slowly.

  He's in a GIANT ROOM with stark graphic patterns on the

  walls. With a few achy grimaces, Thor stands up and wanders

  around. There's furniture, large cushions, and a sleeping

  area enclosed by the SKULL of a giant beast.

  NOISE behind him. Thor follows the noise to find-

  Hulk having eased himself into a large steaming JACUZZI. Thor

  looks at him quizzically. Hulk isn't angry. He's RELAXED,

  but he's not turning into Banner.

  THOR

  Are we cool?

  Hulk grunts. I guess so.

  THOR (CONT'D)

  It's Hulk in a hot tub.

  (then:)

  How long have you been like that?

  HULK

  Like what?

  THOR

  Like this. Big, green, ...stupid.

  HULK

  Hulk always Hulk.

  Thor takes this in, and then walks over to a window that

  looks out across the city. Does some spatial math, realizes:

  Thor looks back out the window.

  He sees a ramshackle SPACESHIP taking off and ROCKETING

  skyward. Higher and higher, it's going for a wormhole when-

  -BOOM! One of Grandmaster's Palace Patrol ships, more modern

  and heavy duty, BLOWS it out of the sky.

  On Thor, wheels turning. He turns to Hulk.

  THOR

  How'd you get here?

  HULK

  Winning.

  THOR

  You mean cheating?

  (re: Obedience Disk)

  (MORE)

  BLUE DRAFT 05/20/16 60.

  THOR (CONT'D)

  Were they wearing one of these when

  you won? How'd you arrive here?

  HULK

  Quinjet.

  Hulk mimes a plane landing in the water.

  THOR

  Yes. Where is the Quinjet now?

  Hulk stands up, and exits the hot tub, naked.

  THOR (CONT'D)

  That's naked. He's very naked.

  It's in my brain now.

  Hulk points out the window.

  HULK

  Quinjet.

  Thor sees the Quinjet in a massive alien junkyard.

  THOR

  Yes! I'm getting us out of here.

  This is a terrible, awful place.

  You're gonna love Asgard. It's

  big. It's golden. Shiny.

  Hulk sits on his bed, eating a pumpkin.

  HULK

  Hulk stay.

  THOR

  No, no, no. My people need me to

  get back to Asgard. We must

  prevent Ragnarok.

  HULK

  Rag-na-ruh?

  THOR

  The prophesied death of my home

  world, the end of days, it's the

  end of-

  (Hulk's blank stare)

  If you help me get back to Asgard,

  I can help you get back to Earth.

  HULK

  Earth hate Hulk.

  BLUE DRAFT 05/20/16 61.

  THOR

  Earth loves Hulk. They love you.

  You're of the Avengers. One of the

  team, one of our friends. This is

  what friends do. They support each

  other.

  HULK

  You're Banner's friend.

  THOR

  I'm not Banner's friend. I prefer

  you.

  HULK

  Banner's friend.

  THOR

  I don't even like Banner.

  (bad impersonation)

  "I'm into numbers and science and

  stuff."

  HULK

  Thor go. Hulk Stay.

  THOR

  Fine. Stay here. Stupid place.

  It's hideous, by the way. The red,

  the white. Just pick a color.

  Thor heads for the exit, a wide open door.

  HULK

  Smash you.

  THOR

  You didn't smash anything. I won

  that fight

  HULK

  I smashed you.

  THOR

  Yeah, sure, sure.

  HULK

  Baby Arms.

  THOR

  What?

  HULK

  Baby.

  BLUE DRAFT 05/20/16 62.

  THOR

  Moron! You big child.

  Thor heads to the open entrance. Hulk smiles, anticipating.

  HULK

  Thor go!

  THOR

  I am going.

  ZAP! Thor's jolted back by the obedience disk. There are

  perimeter sensors in the doorway.

  Hulk CHUCKLES at Thor as he hits the floor. Points.

  HULK

  Thor go again!

  (then:)

  Thor home.

  TIME CUT:

  Thor slumps against the wall, head sagging.

  Hulk grabs his giant battleaxe. He's armored up.

  HULK (CONT'D)

  Hulk trains.

  THOR

  That's great. Have fun.

  Hulk exits. Thor watches him go. Then, at the end of the

  hallway Hulk meets up with Valkyrie! They begin play-

  fighting, a clearly friendly rapport.

  Thor can't believe it. He runs to the entrance, but by the

  time he reaches the perimeter sensors they are gone.

  Thor sighs. Walks over to the window. Looks up through a

  wormhole, stars twinkling on the other end of it.

  THOR (CONT'D)

  A57 Heimdall, I know you can see me. A57

  Thor continues his plea at the window.

  THOR (CONT'D)

  I need you to help me. Help me

  see.

  Pause. Then Thor's eyes go golden like Heimdall's! The

  stars in the wormhole begin to WARP OVER THOR AND-

  BLUE DRAFT 05/20/16 63.

  AA57 INT. STREETS OF ASGARD - SAME AA57

  Thor suddenly finds himself in Asgard. Disoriented at first,

  Thor turns to see Heimdall hiding in the shadows.

  Heimdall harshly SHUSHES Thor and gestures for him to get up

  against the wall. Thor complies. Sees the refugees.

  After a beat a roving patrol of Hela's Butchers creep by

  through the street. They don't spot our heroes. Pause.

  Heimdall turns to Thor, speaks only in hushed whispers.

  HEIMDALL

  I see you. But you are far away.

  THOR

  What's going on here?

  HEIMDALL

  Come see for yourself.

  Without warning, Heimdall leads the family out of the alley

  and DASHES down the street. Thor follows...

  ...but then stops. Looks around to see THE OCCUPIED CITY OF

  ASGARD, emitting a smoky aura of chaos. A chilling sight.

  Down the street, Heimdall gestures for the family to slow

  down. He sees something. Ushers them into an alcove.

  Thor joins them just in time to avoid being seen by another

  roving patrol of Hela's Butchers. Heimdall again motions for

  Thor to "shh" until the threat has passed. Then:

  HEIMDALL (CONT'D)

  I'm providing refuge in a

  stronghold build by our ancestors.

  But if the garrison falls our only

  escape will is Bi-Frost.

  THOR

  You're talking about evacuating

  Asgard?

  HEIMDALL

  We won't last long if we stay.

  Thor LOOKS OUT on a ravaged Asgard, heartsick.

  Hold on the devastated Realm as:

  BLUE DRAFT 05/20/16 64.

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

  She draws her power from Asgard and

  grows stronger everyday.

  Back to Thor and Heimdall.

  HEIMDALL (CONT'D)

  Come on.

  As Heimdall quickly leads refugees down a safe pathway:

  HEIMDALL (V.O.) (CONT'D)

  Hela is ravenous. If I let her

  leave, she'll consume the Nine

  Realms and all the cosmos.

  Turns back to Thor, approaches him.

  HEIMDALL (CONT'D)

  We need you.

  THOR

  I'm working on it, but I don't even

  really know where the hell I am.

  Two packs of Butchers arrive simultaneously. Spot Heimdall.

  HEIMDALL

  You're on a planet surrounded by

  doorways. Go through one.

  THOR

  Which one?

  Heimdall RIPS into the attacking Butchers, CUTTING them down.

  HEIMDALL

  The big one!

  WHOOSH! SUDDENLY THOR'S GONE! BLACK.

  After slashing through the Butchers, Heimdall moves towards

  the house where he hid the family... and then abruptly stops.

  Heimdall turns slightly. He sees something.

  BINOCULARS POV: Heimdall looking right at us, the Bi-Frost

  sword visible in his hand.

  Reveal Skurge on a palace tower balcony, surveilling the city

  with Asgardian E-noculars. Skurge lowers the E-noculars.

  There is conflict on his face. He knows that he should report

  this to Hela immediately...yet he doesn't spring into action.

  BLUE DRAFT 05/20/16 65.

  57 INT. HULK'S WARRIOR SUITE - NIGHT 57

  Thor absentmindedly fidgets with his Obedience Disk.

  THUD! THUD! THUD! ...resonates around the room. Hulk steps

  up to Thor, looking inquisitively down at him.

  HULK

  Thor sad.

  THOR

  Shut up.

  Hulk HITS Thor, bullying him into opening up.

  HULK

  THOR SAD!!!

  Thor hops up, YELLS in Hulk's face. Paces around.

  THOR

  I'm not sad, you idiot. I'm pissed

  off! Angry. I lost my father. I

  lost my hammer.

  THUD! THUD! He turns to see Hulk punching his pillow.

  Hulk stops. Stares.

  HULK

  Whining and crying. Cry like baby.

  THOR

  You're not even listening.

  Thor KICKS a random helmet.

  HULK

  Don't kick stuff.

  THOR

  You're being a really bad friend.

  HULK

  You bad friend!

  THOR

  You know what we call you?

  HULK

  No.

  THOR

  We call you the stupid Avenger.

  BLUE DRAFT 05/20/16 66.

  HULK

  You're tiny Avenger!

  Hulk throws a shield that nearly decapitates Thor.

  THOR

  What, are you crazy?

  HULK

  Yes.

  THOR

  You know what? Earth does hate you.

  Hulk gets sad. Wanders over to his bed to mope.

  Thor realizes he went to far. Joins Hulk on the bed.

  HULK

  No.

  THOR

  I'm sorry I said those things.

  You're not the stupid Avenger.

  Nobody calls you the stupid

  Avenger.

  HULK

  It's okay.

  THOR

  You just can't go around throwing

  shields at people. Could have

  killed me.

  HULK

  I know. I'm sorry. I just get so

  angry all the time. Hulk always,

  always angry.

  THOR

  I know. We're the same, you and I.

  We're just a couple of hot-headed

  fools.

  HULK

  Yeah, same. Hulk like fire, Thor

  like water.

  THOR

  We're kind of both like fire.

  BLUE DRAFT 05/20/16 67.

  HULK

  But Hulk like real fire. Hulk like

  raging fire. Thor like smoldering

  fire.

  THOR

  Hulk, I need you to do something

  for me.

  TIME CUT: Morning.

  BA-BOOM! BA-BOOM! BA-BOOM!

  We follow Two Palace Guards as they enter Hulk's Suite.

  Hulk is throwing a LARGE BALL against the far wall. It's so

  hard it makes dents in the wall. Hulk stops and turns.

  Reveal that the guards are escorting Valkyrie. They leave...

  Valkyrie and Hulk face off.

  HULK

  Angry girl!

  Val bounds forward and gives The Incredible Hulk a big hug.

  Hulk laughs and then begins playfully roughhousing with Val.

  VALKYRIE

  What's going on? What do you...?

  Hulk steps away, allowing Valkyrie to see Thor. Her smile

  disappears. She stares at Hulk, so annoyed. Hulk mopes a

  little. Like, "I done bad." Turns back to Thor:

  VALKYRIE (CONT'D)

  You're so thick-headed that you

  can't tell when someone's hiding

  all the way across the universe and

  wants to be left alone?

  THOR

  We need to talk.

  VALKYRIE

  No, you want to talk to me.

  Valkyrie turns to leave.

  THOR

  (to Hulk:)

  I need her to stay.

  Valkyrie is at the exit when the UPPER JAWBONE of Hulk's

  massive skull bed CRASHES into frame, BLOCKING the doorway.

  BLUE DRAFT 05/20/16 68.

  Val shoots an annoyed sneer at Hulk. Hulk SNORTS back.

  HULK

  Stay! Please?

  Valkyrie looks him up and down. Obedience Disks to the max.

  Hulk begins BOUNCING his ball against the wall again.

  Valkyrie walks over to Hulk's bar, picks up an UNOPENED

  BOTTLE of liquor. Hulk snorts, disapprovingly. Val puts it

  down and finds something cheaper, she pops the cork.

  VALKYRIE

  All right. Here's the deal. I'll

  listen to you till this is empty.

  She TIPS BACK the bottle and starts CHUGGING.

  THOR

  Asgard is in danger and people are

  dying. We need to get back there. I

  need your help...wow.

  VALKYRIE

  Finished. Bye.

  She has indeed finished. She goes to leave.

  THOR

  Odin is dead.

  Valkyrie stops short (the BALL BANGING noise continues). Her

  silence speaks volumes. Thor has a realization.

  THOR (CONT'D)

  Hela, the Goddess of Death has

  invaded Asgard.

  VALKYRIE

  If Hela's back then Asgard is

  already lost.

  THOR

  I'm going to stop her.

  VALKYRIE

  Alone?

  THOR

  Nope. I'm putting together a team.

  It's me, you, and the big guy.

  BLUE DRAFT 05/20/16 69.

  HULK

  No team. Only Hulk.

  THOR

  It's me and you.

  VALKYRIE

  I think it's only you.

  THOR

  Wait. Just listen. The Valkyrie

  are legend, elite warriors of

  Asgard. You are sworn to defend

  the throne.

  VALKYRIE

  I'm not getting dragged into

  another one of Odin's family

  squabbles.

  THOR

  What's that supposed to mean?

  VALKYRIE

  Your sister. Her power comes from

  Asgard, same as yours.

  Hulk's ball rolls into frame. An off screen GRUNT. Val

  picks it up and tosses it back to Hulk.

  VALKYRIE (CONT'D)

  When it grew beyond Odin's control,

  she massacred everyone in the

  palace and tried to seize the

  throne. When she tried to escape

  her banishment, he sent the

  Valkyrie in to fight her back. I

  only survived because...

  (trails off, brooding)

  Look, I already faced her once back

  when I believed in the throne, and

  it cost me everything. THAT'S

  what's wrong with Asgard. The

  throne, the secrets, the whole

  golden sham.

  Pause. Thor moves towards Valkyrie, goes to put a comforting

  hand on her shoulder.

  THOR

  I agree.

  Val SNATCHES his hand. They are close, face to face.

  BLUE DRAFT 05/20/16 70.

  VALKYRIE

  Don't get familiar.

  THOR

  I agree. That's why I turned down

  the throne. But this isn't about

  the crown. This is about the

  people. They're dying and they're

  you're people, too.

  Val SHOVES him away. Thor stumbles back.

  VALKYRIE

  Forget it. I have.

  THOR

  (nods, understanding)

  Okay.

  VALKYRIE

  Okay.

  THOR

  Good. Great.

  VALKYRIE

  Great.

  THOR

  Thank you.

  VALKYRIE

  For what?

  THOR

  For this.

  Reveal that Thor has lifted the fob device off Val's belt!

  THOR (CONT'D)

  Didn't see that did you?

  Thor presses the button and ALL THE OBEDIENCE DISKS EMBEDDED

  IN HIS NECK AND BELT POWER DOWN! Confident smirk.

  THOR (CONT'D)

  There... that's better. You know,

  go ahead. Stay here and get drunk

  and enslave people for that

  lunatic. Keep drinking. Keep

  hiding.

  (beat)

  But me...

  BLUE DRAFT 05/20/16 71.

  Thor gestures for Hulk to toss him the ball. Hulk does.

  THOR (CONT'D)

  I choose to run toward my problems

  and not away from them. Because

  that's what...

  Thor HURLS IT at the MAIN WINDOW - It bounces off, hitting

  Thor in the face. He stands, facing Valkyrie.

  THOR (CONT'D)

  Because that's what heroes do.

  Thor then SMASHES THROUGH THE WINDOW! Hulk STANDS...

  HULK

  Friend Stay!

  60 EXT. GRANDMASTER'S PALACE - DAY 60

  Thor is sliding down the SIDE of the GRANDMASTER'S TOWER.

  He LAUNCHES HIMSELF OFF THE BUILDING and hurtles downward,

  LANDING casually on the street below. Finally free.

  61 EXT. THE STREETS OF SAKAAR - CONTINUOUS 61

  Thor is HAULING ASS.

  Never slowing down, Thor keeps the top of the arena in sight.

  A few blocks back: Hulk is in pursuit. He's BUMPING people,

  SWATTING vehicles out of the way, just being a menace.

  On Sakaar, the citizens APPLAUD for him! Even when Hulk

  DEMOLISHES a man's food cart, the man CHEERS Hulk on!

  62 EXT. MASSIVE ALIEN JUNKYARD - CONTINUOUS 62

  Thor SPRINTS in. Looks around. Man, this place is big.

  He RUNS down aisles of crushed and stripped spacecrafts, a

  giant smelter, and then into what looks like a used car lot.

  And then he sees it. The Quinjet!

  63 INT. QUINJET - CONTINUOUS 63

  Thor enters and rushes to the controls.

  BLUE DRAFT 05/20/16 72.

  THOR

  All right. Come on.

  He is pressing buttons and flipping switches. After a beat-

  -the flight deck POWERS UP! Thor places his hand on a pad

  which SCANS his handprint. Lights up green.

  QUINJET (V.O.)

  Voice verification required.

  THOR

  Thor.

  QUINJET (V.O.)

  Access denied.

  THOR

  Thor, son of Odin.

  QUINJET (V.O.)

  Access denied.

  THOR

  God of Thunder.

  QUINJET (V.O.)

  Access denied.

  THOR

  Strongest Avenger.

  QUINJET (V.O.)

  Access denied.

  THOR

  Strongest Avenger!

  QUINJET (V.O.)

  Access denied.

  THOR

  Damn you, Stark.

  (rolls his eyes)

  Point Break.

  QUINJET (V.O.)

  Welcome, Point Break.

  CAH-RUNCH! Hulk BARGES IN through the Quinjet door!

  The Hulk approaches, scowling. Any metal that stands in his

  way PEELS BACK. Frantic, Thor turns to the Quinjet's console.

  BLUE DRAFT 05/20/16 73.

  HULK

  Friend stay!

  THOR

  No, no, no!

  As Hulk enters, he DESTROYS the hull of the Quinjet.

  HULK

  Stay!

  THOR

  Stop! Stop breaking everything!

  HULK

  Don't go!

  Thor triggers a message on the flight console.

  NATASHA (V.O.)

  Nice work, big guy. We don't know

  where Ultron's headed, but you're

  going very high, very fast.

  Hulk stops short. His whole demeanor changes.

  Thor steps out of the way so that Hulk can see a recorded

  message from NATASHA ROMANOFF on the console.

  NATASHA (V.O.)

  ...So, I need you to turn this bird

  around, okay? We can't track you in

  stealth mode...

  Hulk is now right up against the console screen.

  NATASHA (V.O.)

  ...So I need you to help me out.

  Okay? I need you to...

  HULK

  No! No, Banner!

  Hulk CONVULSES. Drops to his hands and knees. His whole

  body warping. Hulk ROARS and GRABS at his face, SHAKING his

  head, trying to fight this back. But he can't help it...

  ...HE'S TRANSFORMING BACK INTO BRUCE BANNER! The transition

  is rough and chaotic, it's as if Banner is fighting to get

  out of the Hulk. Throughout the process, Hulk SMASHES back

  and forth, further WRECKING the Quinjet.

  And then, calm.

  BLUE DRAFT 05/20/16 74.

  Thor rushes to Banner's side to help ease the transition.

  THOR

  Banner. Hey, hey, hey. You all

  right, Banner? Sun's going down.

  Sun's going down. That's it,

  breathe. I won't hurt you. Sun's

  going down.

  BANNER

  ...Thor?

  THOR

  Yeah.

  Banner is groggy, disoriented. Thoughts, memories, and

  observations begin to flood his brain randomly.

  BANNER

  What happened to your hair?

  THOR

  Some creepy old man cut it off.

  BANNER

  It looks good.

  THOR

  Thanks.

  BANNER

  Where are we? How's Nat?

  THOR

  Nat is good, I'm sure.

  BANNER

  And what about Sokovia?

  THOR

  Sokovia?

  BANNER

  The city, Sokovia. Did we save it?

  THOR

  Banner, listen.

  BANNER

  What?

  THOR

  Sokovia. Ultron. That was two

  years ago.

  BLUE DRAFT 05/20/16 75.

  BANNER

  What are you saying? I've been Hulk

  for two years?

  THOR

  I'm afraid so.

  Banner's eyes BULGE. Trying to process this information.

  BANNER

  What the hell happened?

  Banner rushes to his feet. Thor follows.

  THOR

  Banner, there's something you

  should know...

  Banner goes to the flight console.

  QUINJET (V.O.)

  Voice Activation required.

  BANNER

  Banner.

  QUINJET (V.O.)

  Welccome, Strongest Avenger.

  THOR

  (puzzled)

  What?

  BANNER

  Ship's log...

  THE SHIP'S LOG POPS UP ON SCREEN.

  FROM BEHIND THE DISPLAY (within the monitor looking out) we

  see fragmented images of the Hulk's trip through deep space.

  We see the angry green giant thrash around in zero gravity.

  We see Hulk closer to the camera now, looking stressed and

  car sick.

  THROW FOCUS to see Banner's face watching the video, Hulk's

  freaked out face is super-imposed over Banner's freaked out

  face.

  BANNER (CONT'D)

  Thor, where are we?

  BLUE DRAFT 05/20/16 76.

  THOR

  Yeah, about that.

  Banner hears:

  GRANDMASTER (O.S.)

  It's bad news, bad news today.

  Banner rushes over to the windshield. Through it he sees-

  -Grandmaster, his hologram projection towering over the city.

  GRANDMASTER (CONT'D)

  Sakaar, hear ye. Attention please.

  I have some bad news. My beloved,

  exalted Champion has turned up

  missing. Take to the streets.

  Celebrate my champion.

  BANNER

  Who's that?

  THOR

  He kind of runs the place. You

  actually lived in his house.

  Back to Banner. A distant, confused stare.

  BANNER

  I did?

  THOR

  Yeah. Quite a lot's happened. You

  and I had a fight recently.

  BANNER

  Did I win?

  THOR

  No, I won. Easily.

  BANNER

  Doesn't sound right.

  THOR

  Well, it's true.

  GRANDMASTER

  It seems that that criminally

  seductive Lord of Thunder has

  stolen him away.

  BLUE DRAFT 05/20/16 77.

  THOR

  Seductive GOD of Thunder. We need

  to move.

  BANNER

  Oh, no. This is bad. This is

  really, really bad. Thor, I think

  I'm freaking out.

  THOR

  No, no, no. Don't freak out.

  You're okay. Put these on.

  Thor tosses Banner some clothes. Banner looks at them.

  BANNER

  These are Tony's clothes.

  THOR

  I know, come on.

  BANNER

  Is he here?

  THOR

  No, he's not here. But listen.

  Just stay calm, okay? The sun's

  going down. The sun's getting

  really low. Sun's going down.

  67 INT. GRANDMASTER'S CHAMBERS - DAY 67

  Loki and Valkyrie are brought before Grandmaster, who has at

  least tripled the amount of bodyguards around him.

  GRANDMASTER

  I'm upset! I'm very upset. You

  know what I like about being upset?

  Blame. Right now, that's the

  mindset that I'm in. And you know

  who I'm blaming?

  LOKI

  Grandmaster, I-

  GRANDMASTER

  Hey! Don't interrupt me!

  Topaz hands the melt stick to the grandmaster.

  TOPAZ

  Here you go.

  BLUE DRAFT 05/20/16 78.

  GRANDMASTER

  Why are you handing me the melt

  stick? He was interrupting. That's

  not a capital violation.

  (refocuses)

  My precious champion has come up

  missing and its all because of that

  Lord of Thunder. It's all because

  of him.

  (to Loki)

  YOUR brother. Whatever the story

  is. Adopted, or complicated. I'm

  sure there's a big history.

  (to Valkyrie)

  And YOUR contender.

  LOKI

  My dear friend, if you were to give

  me twelve hours I could bring them

  both back to you.

  VALKYRIE

  I can do it in two.

  LOKI

  I could do it in one.

  GRANDMASTER

  You know what? I woke up this

  morning thinking about a public

  execution. But for now, I'll

  settle for this sweet little "who's

  gonna get him first?" So you're on

  the clock.

  64 INT. GRANDMASTER'S PALACE - DAY 64

  Valkyrie exits in a hurry. Loki follows her.

  LOKI

  What have you done!?

  Val reverses position, putting Loki up against the wall.

  VALKYRIE

  I don't answer to you, lackey.

  LOKI

  It's Loki. And you will answer to

  the Grandmaster.

  BLUE DRAFT 05/20/16 79.

  Loki moves to reverse position again, but Val BREAKS AWAY,

  drawing her TWO BLADES. In response, Loki UNSHEATHES two

  long Sakaarian daggers. They eye each other, and then-

  -FIGHT! A fast-paced and deadly battle of knives. After a

  few exchanges, Val connects a BIG SHOT that SLAMS Loki into

  the wall. He scowls.

  LOKI (CONT'D)

  Why would you help my brother

  escape with that green fool?

  VALKYRIE

  I don't help anyone.

  Loki trails off. He sees her wrist markings. A realization.

  LOKI

  You're a Valkyrie. I thought the

  Valkyrie all died gruesome deaths?

  Now Val ATTACKS Loki! She gets him up against the wall, her

  blade against his throat. She looks ready to kill him.

  VALKYRIE

  Choose your next words wisely.

  LOKI

  Terribly sorry. Must be a very

  painful memory...

  Quick as a rattlesnake, Loki GRABS Val's head and CASTS an

  illusion. Val's eyes CLOUD OVER with darkness as we go to:

  65 EXT. HELA'S DIMENSION - FLASHBACK 65

  A barren black void of death.

  The VALKYRIE, in old school Asgardian armor, charge through

  the DIMENSIONAL RIFT, an open portal to Asgard and the Nine

  Realms. Val witnesses these events as moments frozen in time.

  - Reveal Hela in all her glory, black lightning everywhere.

  - Dozens of Valkyrie falling through the dark space.

  - The Valkyrie's winged horses lay dead on the battlefield.

  - Through the open portal we can see the throne of Asgard.

  - Hela advancing on the final few Valkyrie - one is Val,

  frozen in fear, shell-shocked.

  BLUE DRAFT 05/20/16 80.

  - Hela FIRING black weapons at Val...

  - One of Val's sisters DIVING IN at the last second, SHOVING

  VAL back through the PORTAL and taking the fatal hit!

  - Val lands hard in the Throne room.

  - Val scrambling to her feet and trying to re-enter the rift

  but it's too late. It closes, the last image she sees is Hela

  dealing the final killer blow to her doomed Valkyrie sisters.

  66 EXT. GRANDMASTER'S PALACE - CONTINUOUS 66

  We find Val on her knees in front of Loki, trembling from

  this visceral memory that she's tried so hard to suppress.

  She turns on Loki, raging, and knocks him out.

  69 EXT. SAKAAR - STOOP - DAY 69

  BANNER sits, groaning, head in his hands. THOR is beside

  him, rubbing his back and on the lookout for threats.

  THOR

  The sun's going down. It's getting

  really low. The sun's going down.

  It's getting real low.

  BANNER

  Would you stop saying that!?

  THOR

  I just need you to stay calm.

  BANNER

  Calm!? I'm on an alien planet!

  THOR

  It's just a planet. You've been on

  a planet before.

  BANNER

  Yeah! One!

  THOR

  Now you've been on two. That's a

  good thing. It's a new experience.

  BANNER

  My neurons, they're firing faster

  than my brain can handle the

  information.

  (MORE)

  BLUE DRAFT 05/20/16 81.

  BANNER (CONT'D)

  The whole thing is totally

  different this time.

  (beat)

  In the past, I always felt like

  Hulk and I each had a hand on the

  wheel, but this time it's like he

  had the keys and I was locked in

  the trunk.

  THOR

  Alright, well, you're back now,

  that's all that matters.

  BANNER

  No, it's not what matters. What

  I'm trying to tell you, is that if

  I turn into the Hulk again, Banner

  may never come back. And we're

  stranded on a planet that is

  designed to stress me out.

  THOR

  We're not stranded, I'm gonna

  figure out a way to get us home.

  BANNER

  Thank you.

  THOR

  Not your home, though. Asgard.

  BANNER

  What?

  THOR

  Listen, my people are in great

  danger. You and I, we have to

  fight this really powerful being

  who also happens to be my sister.

  BANNER

  Okay, that is so wrong on so

  many... I don't wanna fight your

  sister. That's a family issue.

  THOR

  No, she's an evil being.

  BANNER

  I don't care what she is. I'm not

  fighting any more beings. I'm sick

  of it. I just told you.

  (MORE)

  BLUE DRAFT 05/20/16 82.

  BANNER (CONT'D)

  If I turn into the Hulk, I am never

  gonna come back again. And you

  don't care.

  THOR

  No, no. I'm putting together the

  team. The Hulk is the fire.

  BANNER

  Wait, you're just using me to get

  to the Hulk.

  THOR

  What? No!

  BANNER

  It's gross. You don't care about

  me. You're not my friend.

  THOR

  No! I don't even like the Hulk.

  He's all like... "smash, smash,

  smash." I prefer you.

  BANNER

  Thanks.

  THOR

  But if I'm being honest, when it

  comes to fighting evil beings, he

  is very powerful and useful.

  BANNER

  Yeah, Banner's powerful and useful,

  too.

  THOR

  Is he though?

  BANNER

  How many PhDs does Hulk have?

  Zero. How many PhDs does Banner

  have? Seven.

  THOR

  Fine, you don't have to fight

  anyone. But we're in danger here,

  so we have to move.

  Thor grabs a towel from the ground next to him. He puts the

  towel over his head.

  BANNER

  What are you doing with that?

  BLUE DRAFT 05/20/16 83.

  THOR

  I need a disguise. I'm a fugitive.

  BANNER

  I need a disguise.

  THOR

  You are the disguise.

  Banner finds a pair of Stark's sunglasses in his jacket.

  BANNER

  I'll be Tony Stark.

  THOR

  What?

  BANNER

  Yeah. Tony and the gypsy.

  THOR

  No, no you're not Tony. You're

  Bruce Banner.

  BANNER

  Then why did you dress me up like

  Tony?

  THOR

  Because you were naked.

  BANNER

  Okay, I'll give you that.

  They stand up. Banner adjusts his crotch.

  THOR

  What are you doing? Stop doing

  that!

  BANNER

  Tony wears his pants super tight!

  THOR

  Why are you being so weird?

  BANNER

  I don't know. Maybe the fact that I

  was trapped for two years inside of

  a monster made me a little weird.

  Banner flashes green. Thor calms him down.

  BLUE DRAFT 05/20/16 84.

  THOR

  Hey. It's okay. You're good.

  Calm down. Come on. Listen, we're

  gonna go to Asgard and you're not

  gonna have to think about the Hulk

  ever again. All right?

  BANNER

  All right.

  WHAP! Banner gets nailed in the face with green paint.

  Caught off guard, Thor and Banner are swept off into-

  69A EXT. PARADE OF VICTORS - CONTINUOUS 69A

  It's a massive street festival where revelers dance and cheer

  while throwing powdered paint at each other... in celebration

  of Hulk! Green EVERYWHERE!

  Inside the parade it is total chaos. Thor searches for Banner

  as he's PELTED with green powder. Pandemonium. In the crowd

  Thor sees a pack of SCRAPPERS on the hunt for the reward.

  Thor spots Banner. He surges forward, GRABS Banner, and

  pulls him into another alley, but sees-

  -Valkyrie is approaching from down the alley!

  THOR

  This is bad. Banner! Banner!

  Thor pulls Banner back into the crowd. Thor briefly turns to

  see that he is no longer holding Banner's - it's the arm of a

  SMALL ALIEN who squeals in fright.

  Thor sees Banner across the crowd.

  Thor MUSCLES his way through the madness, knocking rowdy fans

  aside. He reaches Banner and holds him protectively,

  awkwardly trying to rub his shoulders.

  One of the aliens Thor knocked aside turns out to be a

  MASSIVE SCRAPPER. He rears up, turning on Thor and Banner.

  WHAM! From out of nowhere, Valkyrie CLOCKS this Scrapper

  with a brass knuckle right cross. The Scrapper DROPS.

  Thor looks at Val while clutching Banner like a child.

  THOR (CONT'D)

  Hi.

  BLUE DRAFT 05/20/16 85.

  VALKYRIE

  Hi.

  THOR

  I was gonna do that.

  VALKYRIE

  Yeah, well, I did it first.

  THOR

  That's good. What are you doing

  here?

  VALKYRIE

  What are you doing here? I thought

  you were leaving.

  THOR

  I got sidetracked.

  VALKYRIE

  What's with the...

  THOR

  It's my disguise.

  VALKYRIE

  But I can see your face.

  THOR

  (covers his face)

  Not when I do this, you can't.

  (then:)

  Your hair looks nice. I like what

  you did with it. Change it? Washed

  it maybe?

  Valkyrie just rolls her eyes, takes Thor by the arm.

  BANNER

  (to Thor:)

  What are those things on her eyes?

  Are those the people that she's

  killed? She's so beautiful and

  strong...

  69B EXT. SAKAARIAN STREET - MOMENTS LATER 69B

  Valkyrie escorts Thor and Banner through the street.

  VALKYRIE

  Who is this guy?

  BLUE DRAFT 05/20/16 86.

  THOR

  He's a friend.

  BANNER

  Who? Me? I'm Bruce.

  As Val leads them into Sakaarian apartment building.

  VALKYRIE

  I feel like I know you.

  BANNER

  I feel like I know you too.

  A72 OMITTED A72

  72 OMITTED 72

  A73 INT. SAKAARIAN BUILDING - HALLWAY - CONTINUOUS A73

  Continue down the hallway.

  VALKYRIE

  Look, I've spent years in a haze

  trying to forget my past. Sakaaar

  seemed like the best place to drink

  and forget and to die one day.

  THOR

  I was thinking that you drink too

  much, and that probably was going

  to kill you.

  VALKYRIE

  I don't plan to stop drinking, but

  I don't want to forget. I can't

  turn away anymore. So, if I'm

  donna to die, well... it may as

  well be driving my sword through

  the heart of that murderous hag.

  THOR

  Good.

  They arrive at a door. Before they enter:

  VALKYRIE

  Yeah. So I'm saying that I wanna

  be on the team. Has it got a name?

  THOR

  Yeah, it's called the Revengers.

  BLUE DRAFT 05/20/16 87.

  VALKYRIE

  Revengers?

  THOR

  Because I'm getting revenge.

  You're getting revenge.

  (to Banner:)

  Do you want revenge?

  BANNER

  I'm undecided.

  THOR

  Okay.

  VALKYRIE

  Also, I've got a peace offering.

  73 INT. VALKYRIE'S APARTMENT - DAY 73

  Valkyrie opens the front door, revealing-

  -Loki! He is as restrained as anyone could be, sitting in

  the middle of the apartment with a dozen chains around him.

  LOKIE

  Surprise.

  Thor TOSSES a bottle. It BOUNCES off of Loki's head.

  LOKI

  OW!

  THOR

  Just had to be sure.

  LOKI

  Hello, Bruce.

  BANNER

  So, last time I saw you, you were

  trying to kill everybody. Where

  are you at these days?

  LOKI

  It varies from moment to moment.

  Val's apartment is a shithole. Bottles everywhere, blood-

  spattered clothes in the corner, a knife in the wall, etc.

  Banner gives Thor a look like "she might be crazy." Thor

  responds with a "No, she's cool" gesture.

  BLUE DRAFT 05/20/16 88.

  Val lays something on the bed. Unwraps it to reveal AN OLD

  ASGARDIAN SWORD. Thor's eyes go wide as she sharpens it.

  THOR

  Is that... a Dragonfang?

  VALKYRIE

  It is.

  THOR

  My God. This is the famed sword of

  the Valkyrie.

  VALKYRIE

  Sakaar and Asgard are about as far

  apart as any two known systems.

  Our best bet is a wormhole just

  outside the city limits.

  A nice clean wormhole outside the city.

  VALKYRIE (CONT'D)

  Refuel on Xandar and be back in

  Asgard in around 18 months.

  THOR

  Nope. We're going through that one.

  Thor points at the nightmare tornado wormhole over the ocean.

  VALKYRIE

  The Devil's Anus?

  BANNER

  Wait, whose anus are we going

  through?

  THOR

  For the record, I didn't know it

  was called that when I picked it.

  BANNER

  That looks like a collapsing

  neutron star inside of an Einstein-

  Rosen Bridge.

  VALKYRIE

  We need another ship. That would

  tear mine to pieces.

  THOR

  She's right. We need one that can

  withstand the geodetic strain from

  the singularity.

  BLUE DRAFT 05/20/16 89.

  Banner gives Thor a quizzical look.

  BANNER

  And has an offline power steering

  system that could also function

  without the on-board computer.

  VALKYRIE

  And we need one with cup holders,

  because we're gonna die. So,

  drinks!

  BANNER

  Do I know you? I feel like I know

  you.

  VALKYRIE

  I feel like I know you, too. It's

  weird.

  THOR

  (to Banner:)

  What do you say, doctor? Uncharted

  metagalactic travel through a

  volatile cosmic gateway. Talk about

  an adventure.

  Thor and Banner high five as Val stares at them blankly.

  BANNER THOR (CONT'D)

  We need a ship. Need a ship.

  VALKYRIE

  There are one or two ships,

  absolute top-of-the-line models--

  LOKI

  I don't mean to impose, but the

  Grandmaster has a great many ships.

  I may eve have stolen the access

  codes to his security system.

  All eyes turn to Loki. Valkyrie throws her bottle at him. It

  smashes above his head.

  VALKYRIE

  And suddenly you're overcome with

  an urge to do the right thing.

  LOKI

  Heavens, no. I've run out of favor

  with the Grandmaster.

  (MORE)

  BLUE DRAFT 05/20/16 90.

  LOKI (CONT'D)

  And in exchange for codes and

  access to a ship I'm asking for

  safe passage...through the anus.

  THOR

  You're telling us you can get us

  access into the garage without

  setting off any alarms?

  LOKI

  Yes, brother. I can.

  BANNER

  Okay, can I just... A quick FYI, I

  was just talking to him just a

  couple minutes ago and he was

  totally ready to kill any of us.

  VALKYRIE

  He did try to kill me.

  THOR

  Yes, me too. On many, many

  occasions. There was one time when

  we were children, he transformed

  himself into a snake, and he knows

  that I love snakes. So, I went to

  pick up the snake to admire it and

  he transformed back into himself

  and he was like, "Yeah, it's me!"

  And he stabbed me. We were eight

  at the time.

  Loki suppresses a smile.

  VALKYRIE

  If we're boosting a ship, we're

  gonna need to draw some guards away

  from the palace.

  LOKI

  Why not set the beast loose?

  THOR

  Shut up.

  VALKYRIE

  You guys have a beast?

  THOR

  No, there's no beast. He's just

  being stupid. We're going to start

  a revolution.

  BLUE DRAFT 05/20/16 91.

  BANNER

  Revolution?

  THOR

  I'll explain later.

  VALKYRIE

  Who's this guy again?

  THOR

  I'll explain later.

  74 OMITTED 74

  75 INT. THE ARENA - GLADIATOR CELLS - MOMENTS LATER 75

  Korg sits with his cell mates. He's talking to Miek.

  KORG

  Is that some sort of protoplasm,

  all the stuff that's coming out of

  you? Or are they eggs? Looks like

  eggs.

  Suddenly his Obedience Disk POWERS DOWN. No longer glowing.

  As Korg stands up, Valkyrie appears at the door to his cell.

  VALKYRIE

  I'm looking for Korg.

  KORG

  Who's asking? I know you're

  asking. Is anyone else asking, or

  is it just you?

  Valkyrie tosses him a high-tech rifle.

  VALKYRIE

  The Lord of Thunder sends his best.

  KORG

  My revolution has begun...

  76 INT. GRANDMASTER'S CHAMBERS - DAY 76

  Grandmaster speaks with Topaz who now wears battle armor.

  GRANDMASTER

  Revolution? How did this happen?

  BLUE DRAFT 05/20/16 92.

  TOPAZ

  Don't know. But the Arena's

  mainframe for the Obedience Disks

  have been deactivated and the

  slaves have armed themselves.

  GRANDMASTER

  Oh! I don't like that word!

  TOPAZ

  Mainframe?

  GRANDMASTER

  No. Why would I not like

  "mainframe?" No, the "S" word.

  TOPAZ

  Sorry, the "prisoners with jobs"

  have armed themselves.

  GRANDMASTER

  Okay, that's better.

  CHA-CHNK! SOUNDS OF MACHINERY as the whole space starts

  moving. A different angle reveals that we are in-

  A77 EXT. THE STATESMAN - CONTINUOUS A77

  Grandmaster's chambers are actually the oversized cockpit of

  a A HUGE RIOT CONTROL SHIP (The Statesman) that can dock

  itself indefinitely within the palace!

  The Statesman has DISLODGED from the palace and is now

  flanked by six smaller Sakaarian peace-keeping ships, all

  headed towards the city where RIOTING can be heard.

  77 INT. GRANDMASTER'S PALACE - GROUND LEVEL - CONTINUOUS 77

  Thor waits as Loki enters codes to a door's security panel.

  THOR

  Hey, so listen, we should talk.

  LOKI

  I disagree. Open communication was

  never our family's forte.

  THOR

  You have no idea. I've had quite

  the revelation since we spoke last.

  The door opens, revealing a bunch of guards.

  BLUE DRAFT 05/20/16 93.

  Thor and Loki heft up two Sakaarian guns.

  THOR (CONT'D)

  Hello!

  LOKI

  Hi!

  Thor and Loki BLAST all the guards, moving to another door.

  LOKI (CONT'D)

  Odin brought us together, it's

  almost poetic that his death should

  split us apart. We might as well

  be strangers now. "Two sons of the

  crown" set adrift.

  A guard tries to ambush Loki through the door. Thor TAKES

  OUT the guard.

  THOR

  Thought you didn't want to talk

  about it?

  79 INT. GRANDMASTER'S PALACE - ELEVATOR - CONTINUOUS 79

  Thor and Loki are going up.

  LOKI

  Here's the thing. I'm probably

  better off staying here on Sakaar.

  THOR

  That's exactly what I was thinking.

  LOKI

  ...Did you just agree with me?

  THOR

  This place is perfect for you. It's

  savage, chaotic, lawless. Brother,

  you're going to do GREAT here.

  LOKI

  Do you truly think so little of me?

  Thor pauses, considers his brother. Then:

  THOR

  Loki, I thought the world of you.

  I thought we were gonna fight side

  by side forever. But, at the end of

  the day, you're you, I'm me...

  (MORE)

  BLUE DRAFT 05/20/16 94.

  THOR (CONT'D)

  I don't know, maybe there's still

  good in you, but let's be honest,

  our paths diverged a long time ago.

  Loki is wounded by Thor's willingness to discard him. Masks

  his feelings with:

  LOKI

  It's probably for the best that we

  never see one another again.

  Beat. Thor pats Loki affectionately on the shoulder.

  Hold on Loki. Did Thor just get through to him?

  THOR

  That's what you always wanted.

  Beat. Then:

  THOR (CONT'D)

  Hey, let's do "Get Help."

  LOKI

  What?

  THOR

  "Get Help."

  LOKI

  No.

  THOR

  Come on, you love it.

  LOKI

  I hate it.

  THOR

  It's great. IT works every time.

  LOKI

  It's humiliating.

  THOR

  Do you have a better plan?

  LOKI

  No.

  THOR

  We're doing it.

  BLUE DRAFT 05/20/16 95.

  LOKI

  We are not doing "Get Help."

  80 OMITTED 80

  82 INT. GRANDMASTER'S PRIVATE GARAGE - CONTINUOUS 82

  Multi-tiered platforms with dozens of cool spaceships.

  The elevator doors open. Thor supports Loki's weight with

  Loki faking a fatal injury.

  THOR

  Get help! Please! My brother, he's

  dying.

  A small group of Sakaarian guards turn toward Thor and Loki.

  One guard aims his gun at them.

  THOR (CONT'D)

  Get help! Help him!

  Thor picked up Loki and flings him at the guards, knocking

  them down like bowling pins. Loki stands up and Thor steps

  to Loki's side.

  THOR (CONT'D)

  Classic.

  LOKI

  I still hate it. It's humiliating.

  THOR

  Not for me, it's not.

  THOR (CONT'D)

  Which one's the ship she told us to

  get?

  LOKI

  (points)

  The Commodore.

  The COMMODORE starship. Brand new, solidly built, sleek.

  As they walk towards it a DUPLICATE LOKI FORMS and LAGS

  BEHIND. The Loki walking with Thor is an illusion.

  LOKI (CONT'D)

  Though I feel it won't make much of

  a difference...

  BLUE DRAFT 05/20/16 96.

  We follow the real Loki as he slinks away towards the

  security system panel. He activates the panel and brings up a

  screen that will set off all the alarms palace-wide!

  THOR (O.S.)

  Oh, Loki.

  Loki turns to see Thor looking not at all surprised.

  LOKI

  I know I've betrayed you many times

  before, but this time it's truly

  nothing personal. The reward for

  your capture will set me up nicely.

  He triggers the alarm.

  82B INT. GRANDMASTER'S PRIVATE GARAGE - CONTINUOUS 82B

  THOR

  Never one for sentiment, were you?

  LOKI

  Easier to let it burn.

  But then Loki sees Thor holding up a fob device. Loki

  realizes that Thor affixed an Obedience Disk on him in that

  heart-to-heart moment.

  THOR

  I agree.

  BZZZT! Thor ZAPS Loki and HOLDS DOWN the button. Loki HITS

  the ground, WRITHING in pain. Thor approaches. Pause.

  THOR (CONT'D)

  Oh brother, you're becoming

  predictable. I trust you, you

  betray me. Round and round in

  circles we go.

  Thor continues to "think about it" for a beat while Loki

  convulses in agony on the floor. Finally, Thor kneels down:

  THOR (CONT'D)

  See, Loki, life is about, it's

  about growth. It's about change.

  But you seem to just wanna stay the

  same. I guess what I'm trying to

  say is that you'll always be the

  God of Mischief, but you could be

  more. I'll just put this over here

  for you.

  BLUE DRAFT 05/20/16 97.

  Thor places the fob on top of the security panel, so close

  but so far from Loki's paralyzed reach.

  THOR (CONT'D)

  Anyway, I got places to be so good

  luck.

  82C INT. COMMODORE SHIP - MOMENTS LATER 82C

  Thor is seen in the cockpit.

  THOR

  All right, I can figure this out.

  It's just another spaceship.

  83 EXT. GRANDMASTER'S PALACE - MOMENTS LATER 83

  The massive garage doors OPEN. This sets off BLARING ALARMS

  to alert the palace of this unauthorized departure.

  The Commodore ship LIFTS OFF from the garage. In the cockpit

  Thor pushes forward on the throttle. The ship ZOOMS ahead.

  GRANDMASTER

  Loyal Sakaarians, Lord of Thunder

  has stolen my ship and my favorite

  champion. Sakaarians, take to the

  skies. Bring him down. Do not let

  him leave this planet.

  BELOW: Pilots hastily RUSH to their Palace Patrol ships so

  as to pursue the Commodore.

  The first two ships out of the garage SWOOP AROUND behind

  Thor. The Patrol ships are LOCKING weapons on Thor when-

  -BOOM-BOOM! They are both blown out of the sky by-

  84 INT. WARSONG SHIP - SAME 84

  Val is all focus, flying and FIRING. Banner sits shotgun.

  BANNER

  Good shot!

  85 EXT. SAKAAR - DAY 85

  Thor's ship and Val's ship now ZIP through the city in

  tandem. On the horizon we can see-

  BLUE DRAFT 05/20/16 98.

  -the Statesman, the enlarged Grandmaster, and his Riot

  Control team raining down hell on the revolting prisoners.

  86 INT. COMMODORE SHIP - CONTINUOUS 86

  Thor in the pilot's seat. Val comes in over the radio.

  VALKYRIE (V.O.)

  Open the doors.

  Thor looks over the console. FLIPS a switch.

  87 INT. WARSONG SHIP - CONTINUOUS 87

  Valkyrie STEERS down, dropping altitude. Her whole ship

  spins upside down, yet her cockpit is still right-side up.

  VALKYRIE

  I hope that you're tougher than you

  look.

  BANNER

  Why?

  Val MAXES OUT the throttle. The ship ACCELERATES. When

  she's under Thor's ship, Val presses-

  -THE EJECT BUTTON! Banner is LAUNCHED OUT OF THE SHIP!

  88 INT. COMMODORE SHIP - CONTINUOUS 88

  Thor at the controls. We hear an incoming scream of

  increasing volume. "aaaaaaaaaAAAAAAAAAHHHHHH!!!!!"

  THUNK! Banner is SHOT UP into the ship. ROUGH LANDING.

  Banner casually lifts his arm up and gives a THUMBS UP.

  CLUNK! CLUNK! CLUNK! CLUNK! The ship is being fired upon by

  another pursuit vehicle. Banner joins Thor.

  BANNER

  Shouldn't we be shooting back or

  something?

  THOR

  Yes, we should.

  (into the radio:)

  Where are the guns on this ship?

  BLUE DRAFT 05/20/16 99.

  VALKYRIE (V.O.)

  There aren't any. It's a leisure

  vessel.

  THOR / BANNER

  WHAT?!

  VALKYRIE

  Grandmaster uses it for his good

  times, orgies and stuff.

  Thor and Banner look around. The CEILING has MIRRORS ON IT

  and the floor is covered in a Sakaarian PERSIAN RUG.

  BANNER

  Did she just say the Grandmaster

  uses it for orgies?

  THOR

  Yeah. Don't touch anything.

  CLUNK! CLUNK! CLUNK! More fire from behind.

  A89 INT. WARSONG SHIP - THE SAME A89

  Val's ship is hit. She rotates the cockpit to face BACKWARDS

  and opens fire, taking out the attacking chase-ship.

  But now in Val's cockpit... Sparks. Smoke. Alarms.

  In the distance Val clocks the Grandmaster's Riot Ship

  raining terror down on the masses. A look of determination as

  she pops the HATCH above - her ship is now a convertible.

  89 EXT. SAKAAR - CONTINUOUS 89

  Meanwhile, Warsong ZOOMS out from under Thor's ship, still

  ACCELERATING. Val has turned her ship into a missile, and

  its trajectory is the Grandmaster's Riot Control Ship!

  Grandmaster is still taunting his former captives below when-

  -KA-BOOM! Warsong SLAMS into the Statesman, specifically the

  Grandmaster's projection! Enlarged Grandmaster stumbles,

  struggling to maintain his balance.

  Warsong EXPLODES while the Statesman is knocked off kilter

  and goes down for a hard landing in the market!

  BLUE DRAFT 05/20/16 100.

  90 INT. COMMODORE SHIP - CONTINUOUS 90

  Thor and Banner witness the fiery explosion of Val's kamikaze

  flight path!

  THOR

  No!

  Thor experiences a brief instant of heartbreak/devastation...

  ...but then notices a spec coming out of the explosion.

  THWACK! Val hits the ship's windshield and grabs hold!

  Residual smoke wafting off of her.

  91 OMITTED 91

  92 EXT. SAKAAR - THE WASTELANDS - CONTINUOUS 92

  Thor pilots the ship out of the city into the Wastelands as

  six Sakaarian fighter ships race after them in formation.

  The following dogfight will proceed across the Wastelands and

  then out over the Sakaarian Ocean.

  93 INT. COMMODORE SHIP - CONTINUOUS 93

  Val is still on the windshield. GUNFIRE! One of the

  pursuing ships WINGS the Commodore, causing it to LURCH.

  THOR

  Get inside!

  VALKYRIE

  In a minute!

  Val pulls herself up and then RUNS DOWN THE ROOF OF THE SHIP!

  Thor and Banner follow the THUMPING of her footsteps.

  94 EXT. COMMODORE SHIP - CONTINUOUS 94

  In full sprint, Val LEAPS OFF and-

  -LANDS HARD on the lead Sakaarian ship! Val begins TEARING

  into the enemy ship with her bare hands!

  95 INT. COMMODORE SHIP - CONTINUOUS 95

  Thor and Banner exchange a look. Pause.

  BLUE DRAFT 05/20/16 101.

  THOR

  I should probably go and help.

  Thor abruptly exits, leaving Banner at the ship's controls.

  THOR (CONT'D)

  Here, take the wheel.

  BANNER

  No. I don't know how to fly one of

  these.

  THOR

  You're a scientist. Use one of

  your PhDs.

  BANNER

  None of them are for flying alien

  spaceships!

  96 EXT. THE SAKAARIAN OCEAN - CONTINUOUS 96

  Thor LEAPS into the middle of this high-speed dogfight!

  These two superhuman Asgardians begin jumping between their

  pursuer's ships, taking out guns, engines, and pilots with

  their bare hands. It's spectacular and epic.

  Thor RIPS out an engine block and uses it to crush a pilot.

  Val DRAGS her blades down the entire underbelly of a ship

  before BACKFLIPPING to another.

  Back and forth they go, even passing each other mid-flight a

  few times. One by one the Sakaarian ships GO DOWN.

  A97 INT. COMMODORE SHIP - SAME A97

  Banner is frantically STEERING the ship, doing his best to

  dodge all the incoming fire. He peels away and is followed

  by Topaz, who is in her own chase-ship.

  Banner notices a button with a little explosion icon.

  BANNER

  Okay, come on. There's gotta be a

  gun on this thing. That looks like

  a gun.

  Banner PRESSES the button.

  BLUE DRAFT 05/20/16 102.

  The ship's lighting changes, like a disco effect. Weird dance

  music BLASTS over the PA, followed by Grandmaster's voice.

  GRANDMASTER (V.O.)

  It's MY BIRTHDAY! It's MY BIRTHDAY!

  It's MY BIRTHDAY.

  Banner is so confused. Then we hear FIREWORKS.

  B97 EXT. THE SAKAARIAN OCEAN - CONTINUOUS B97

  MASSIVE PLUMES of powder paint SHOOT OUT of the ship followed

  by a huge colorful fireworks display. And then a

  rainforest's worth of confetti is dumped from the hull!

  Topaz is suddenly in the middle of a party smoke screen! She

  tries to fly her way through all the fireworks and streamers,

  but ultimately she hits a HARD CRASH LANDING in the ocean.

  BANNER

  Yeah!

  Meanwhile, Thor and Val land together on the one remaining

  Sakaarian ship. Val leaks a smile to Thor.

  Thor YANKS OFF the cockpit cover, Val TOSSES the pilot, and

  together they PUSH FORWARD on the throttle.

  The ship SPEEDS FORWARD. Just then Banner pulls the Commodore

  back on the scene, hovering above them.

  They LEAP UP towards the Commodore's open doors as the ship

  CRASHES and EXPLODES behind them!

  97B INT. COMMODORE SHIP - CONTINUOUS 97B

  Thor and Valkyrie join Banner in the cockpit.

  VALKYRIE

  Guys, we're coming up on the

  Devil's Anus!

  97F INT. GRANDMASTER'S GARAGE - DAY 97F

  KORG and MIEK enter, leading a group of gladiator rebels.

  Korg sees and then points to the SUPERCRUISER.

  KORG

  There she is. Our ticket out of

  here. Hey, what's this?

  BLUE DRAFT 05/20/16 103.

  The OBEDIENCE DISK FOB on the ground. He picks it up.

  Korg then notices LOKI, TWITCHING and CONVULSING on the

  ground. He's barely made any progress towards the fob.

  Loki locks eyes with Korg, a desperate and furious plea.

  Korg looks at Loki, then at the fob, then back to Loki.

  Loki gives Korg a maniacal, pleading look.

  Korg gets it. He deactivates the obedience disk.

  Loki stands, dusts himself off.

  LOKI

  Thank you.

  KORG

  Hey man, we're about to jump on

  that ginormous spaceship. You

  wanna come?

  LOKI

  You do seem like you're in

  desperate need of leadership.

  KORG

  Why thank you.

  A98 OMITTED A98

  B98 OMITTED B98

  98 EXT. THE DEVIL'S ANUS WORMHOLE - CONTINUOUS 98

  VALKYRIE

  Here we go!

  The Commodore ship is swallowed up by the towering nightmare

  that is the Devil's Anus wormhole.

  The ship's onboard computer SHORTS OUT. Darkness in the

  cabin. All around them the hull CREAKS. Under strain.

  The commodore heads toward the end of the wormhole. Debris

  flies past the camera.

  Thor, Val, and Banner all look like they are in extreme pain,

  as there's great concern the ship could be torn apart.

  BLUE DRAFT 05/20/16 104.

  98A EXT. ASGARD - PLAZA - DAY 98A

  SKURGE ADDRESSES A CROWD OF ASGARDIANS. HELA BEHIND HIM

  leaning against FENRIS, her GIANT WOLF.

  SKURGE

  Asgardians, some misguided soul has

  stolen the Bifrost sword. Tell us

  where it is, or there will be

  consequences. Bad ones.

  We are now in the smoking ruins of Asgard. 100+ Asgardians

  have been forced to line in a large piazza, all exhausted,

  all scared. Patrolling the perimeter are Hela's Butchers.

  SKURGE (CONT'D)

  Well?

  Hela points to an Asgardian woman off camera.

  HELA

  You.

  Hela's butchers approach the crowd and find the Asgardian

  woman. Skurge closes his eyes and looks downward.

  ASGARDIAN CITIZENS

  No! Stop!

  Hela's butchers pull the Asgardian woman to the steps. They

  shove her and she falls tot he floor. The woman is on her

  hands and knees as Skurge turns to her. She trembles as

  Skurge holds his battle axe with both hands.

  HELA

  Well? Executioner?

  ASGARDIAN MAN

  Wait! I know where the sword is.

  99 EXT. THE DEVIL'S ANUS WORMHOLE - DAY 99

  The Commodore nears the end of the wormhole and is-

  -SPIT OUT into the calmness of outer space.

  100 OMITTED 100

  BLUE DRAFT 05/20/16 105.

  101 INT. COMMODORE SHIP - CONTINUOUS 101

  Banner, Thor, and Valkyrie are all unconscious. Banner wakes

  up and looks outside, the stars reflected in the windshield.

  Thor and Valkyrie wake up. Outside they see-

  -THE REALM OF ASGARD, a flat city in the middle of an island

  floating in space.

  VALKYRIE

  (mixed emotions)

  I never thought I'd be back here.

  The ship descends into the clouds above Asgard.

  BANNER

  I thought it'd be nicer. I mean,

  not that it's not nice. It's just,

  it's on fire.

  THE SHIP CLEARS THE CLOUDS TO REVEAL-

  -ASGARD IN RUINS. A DEVASTATED GHOST TOWN. FIRES, WRECKED

  BUILDINGS, DEAD SOLDIERS. IT LOOKS LIKE ALL HOPE IS LOST.

  VALKYRIE

  Here, up here in the mountains.

  A projected map on the console shows the mountain where the

  stronghold is located. There is a red dot in the mountain,

  indicating where the Asgardian citizens are.

  VALKYRIE (CONT'D)

  Heat signatures. People clustered

  together. Hela's coming for them.

  THOR

  Okay, drop me off at the palace and

  I'll draw her away.

  VALKYRIE

  And get yourself killed?

  THOR

  The people trapped down there are

  all that matters. While I'm

  dealing with Hela, I need you two

  to help get everyone off Asgard.

  BANNER

  How the hell are we supposed to do

  that?

  BLUE DRAFT 05/20/16 106.

  THOR

  I have a man on the ground.

  101A INT. ASGARD/STRONGHOLD - DAY 101A

  Heimdall looks to the Asgardian Citizens.

  HEIMDALL

  Asgard. She's here.

  109 EXT. PALACE - PLAZA - DAY 109

  Valkyrie is helping Thor load a MASSIVE ASGARDIAN BLASTER

  into the side of the Commodore.

  THOR

  Now the ship has guns.

  VALKYRIE

  I'll take it from here.

  Thor produces a bundle of FABRIC WITH GOLD AND WHITE PLATING.

  THOR

  I found this in the armory.

  Val immediately recognizes its significance. She doesn't

  want to be affected by this gesture, but can't help it.

  They share a look as the Commodore lifts off into the air.

  Before she's out of earshot, Val calls down:

  VALKYRIE

  "Your majesty." Don't die. You

  know what I mean.

  The Commodore flies away, leaving Thor on the balcony.

  109A INT. THRONE ROOM - CONTINUOUS 109A

  Thor's footsteps ECHO through the empty space. He sees the

  items from the vault scattered beside the throne.

  Thor sees a chunk of plaster from the dismantled fresco. He

  picks it up and sees that this piece of fresco bears a

  portion of his own face. Thor then looks up, off camera.

  His eyes go wide. He looks up at the ceiling where his

  painting used to be and finds the original which depicts Odin

  and Hela conquering the nine realms, with Hela's butchers all

  around them. Hela holds Mjolnir.

  BLUE DRAFT 05/20/16 107.

  106 OMITTED 106

  107 EXT. ASGARD - MOUNTAIN RAVINE - DAY 107

  Hela, cowl & headdress on, stands with Skurge outside of the

  mountain stronghold where Heimdall is hiding the refugees.

  Hela raises her arms and FIRES LONG THIN BLACK LANCES, which

  BURROW into crevices on the mountainside. From here, we TILT

  UP, looking straight at the sky.

  With the lances in place, Hela bears down. Summoning all her

  focus and energy, she begins to VIBRATE this manifestation of

  her powers, PUNCTURING crevices and splitting rock apart.

  The whole mountain begins to RUMBLE.

  108 OMITTED 108

  110 EXT. ASGARD - MOUNTAIN STRONGHOLD - SAME 110

  CRACK! Hela RIPS OPEN THE SIDE OF THE MOUNTAIN!

  There is an avalanche of rock and debris. The mountain

  around the doors completely destroyed, the doors fall across

  the ravine, creating a bridge for Hela and Skurge. Hela

  waits patiently for the dust to settle and sees-

  -an empty stronghold. No sign of Heimdall or the refugees.

  111 EXT. SECRET MOUNTAIN PATH - SAME 111

  Heimdall leads the migration of refugees out the other side

  of the mountain onto a secluded mountain path.

  HEIMDALL

  We must keep moving! Go to the

  Bifrost!

  112 INT. COMMODORE - DUSK 112

  Banner flies the Commodore out across the city.

  Val puts on her gloves, cuff on her forearm, boots, and

  breastplate. She grabs her dragonfang sword and puts it at

  her side. Val mans the Blaster, and we see that she's changed

  into the CLASSIC WHITE & GOLD VALKYRIE ARMOR (Thor's gift).

  Bad ass.

  BLUE DRAFT 05/20/16 108.

  113 EXT. MOUNTAIN STRONGHOLD - DUSK 113

  Hela is about to throttle Skurge when-

  -A LOUD GONG SOUND. It's coming from far away, but the deep

  note resonates across the land. GONG-GONG-GONG-GONG!

  Hela looks to the Palace, her eyes narrowing with rage.

  114 INT. THRONE ROOM - CONTINUOUS 114

  Find Thor on the throne holding GUNGNIR - THE KING'S SPEAR,

  Odin's signature spear. SLAMMING the butt of it on the

  ground. GONG...GONG...

  Hela steps into the throne room. Headdress & cowl off.

  Thor stops the GONGING when he sees Hela.

  THOR

  Sister.

  Smiling, Hela gradually crosses the huge space towards Thor.

  HELA

  You're still alive.

  THOR

  I love what you've done with the

  place. Redecorating, I see.

  HELA

  It seems our father's solution to

  every problem was to cover it up.

  THOR

  Or to cast it out.

  (then:)

  He told you you were worthy. He

  said the same thing to me.

  Angle on Hela in the frescos, fighting with Mjolnir.

  HELA

  You see, you never knew him, not at

  his best.

  (nostalgic sigh)

  Odin and I drowned entire

  civilizations in blood and tears.

  Where do you think all this gold

  came from? And then one day he

  decided to become a benevolent

  king.

  (MORE)

  BLUE DRAFT 05/20/16 109.

  HELA (CONT'D)

  To foster peace, to protect life.

  (with teeth)

  To have you.

  THOR

  I understand why you're angry. And

  you are my sister, and technically

  have a claim to the throne. And

  believe me, I would love for

  someone else to rule. But it can't

  be you. You're just...the worst.

  Hela puts on her headdress.

  HELA

  Okay, get up. You're in my seat.

  THOR

  (standing up)

  You know, Father once told me that

  a wise king never seeks out war.

  HELA

  But must always be ready for it.

  They CHARGE each other.

  115 EXT. RAINBOW BRIDGE - SAME 115

  Heimdall leads the refugees out onto the bridge.

  But then he stops. Sensing something.

  At the far end of the bridge is FENRIS! The massive war wolf

  is guarding the observatory!

  HEIMDALL

  Go back!

  The refugees turn to retreat. Fenris CHARGES!

  GUNFIRE FROM ABOVE!

  The Commodore swoops onto the scene, Valkyrie manning the

  blaster and FIRING on Fenris, who stops his charge.

  As the refugees retreat, they come to a stop because...

  ...SKURGE IS LEADING AN ARMY OF BUTCHERS BEHIND THEM!

  Heimdall and the refugees are now trapped on the bridge

  between Fenris and Skurge!

  BLUE DRAFT 05/20/16 110.

  116 INT. THRONE ROOM - CONTINUOUS 116

  Hela and Thor fight, Hela wielding twin black blades.

  They CLASH and Thor BLOCKS an attack with Gungnir. They are

  face to face, Hela glaring at Thor.

  HELA

  To be honest, I expected more.

  Hela DISARMS him, sending Gungnir CLATTERING across the room.

  Hela strikes out sending Thor FLYING hard into a wall.

  117 EXT. RAINBOW BRIDGE - SAME 117

  Hela's butchers stand behind Skurge.

  SKURGE

  Heimdall! The sword!

  The Butcher army CHARGES

  Val and Banner hold the remaining Butchers off with GUNFIRE.

  Heimdall is looking toward the palace, concern for Thor. But

  his attention soon goes back to protecting the mass of

  humanity behind him. He looks out to the Observatory

  HEIMDALL

  We must cross now! To Bi-Frost!

  Heimdall leads the refugees out onto the bridge.

  118 INT. THRONE ROOM - CONTINUOUS 118

  Hela PINS thor against the wall.

  HELA

  Here's the difference between us.

  I'm Odin's firstborn, the rightful

  heir, the savior of Asgard.

  (beat)

  And you're nothing.

  Hela PROJECTS a large spiked lance, Thor barely rolls out of

  the way before it PUNCTURES the wall.

  Thor HEADBUTTS Hela. It does nothing. Hela responds with her

  own HEADBUTT. It does a lot.

  BLUE DRAFT 05/20/16 111.

  HELA (CONT'D)

  So simple. Even a blind man could

  see it.

  Hela RAKES a black-clawed hand across Thor's face. In doing

  so, she RIPS OUT ONE OF HIS EYES!

  HELA (CONT'D)

  Now you remind me of Dad.

  119 EXT. RAINBOW BRIDGE - SAME 119

  Asgardians CLASH with Hela's Butchers.

  Valkyrie keeps raining down fire on Fenris, but it is doing

  no real damage. Just pissing the wolf off.

  Fenris shakes off the bullets and resumes CHARGING.

  Heimdall sees Fenris charging and steps out in front of the

  refugees with his sword, preparing for the worst.

  120 INT. COMMODORE SHIP - SAME 120

  Valkyrie gives up shooting.

  VALKYRIE

  This stupid dog won't die!

  Banner looks down at the carnage below. Makes a decision.

  He gets up and heads for the bay doors.

  BANNER

  Everything's going to be okay. I

  got this. You want to know who I

  am?

  VALKYRIE

  What the hell are you talking

  about?

  BANNER

  You'll see.

  Banner LEAPS out of the ship!

  BLUE DRAFT 05/20/16 112.

  121 EXT. RAINBOW BRIDGE - CONTINUOUS 121

  Banner soars through the air. It's an awe-inspiring image as

  we follow Banner's trajectory downwards. His face is

  determined, arms churning, ready to Hulk out...

  ...except it doesn't happen. Worry washes over his face.

  SPLAT! Banner FACEPLANTS on the bridge, seeming to break

  every bone in his body. He looks dead.

  Pause. Fenris SNIFFS him curiously. We notice one vein on

  Banner's neck PUMPING GREEN. Then-

  -Banner suddenly EXPLODES UP as THE INCREDIBLE HULK, UPPER-

  CUTTING Fenris in the jaw! Hulk is now in a wrestling match

  with a beast four times his size - the two of them go

  TUMBLING into the water below.

  122 EXT. PALACE BALCONY - SAME 122

  Hela has Thor by the throat. She lifts him up to look over

  the balcony's ledge.

  HELA

  You see? No one's going anywhere.

  (then:)

  I'll get that sword even if I have

  to kill every single one of them to

  do it.

  Thor looks down. Distraught. Heartsick.

  123 EXT. RAINBOW BRIDGE - CONTINUOUS 123

  Val pilots the Commodore towards the battle on the city side

  of the bridge. Skurge's battlion of Butchers surge forward-

  -BOOM! Val LANDS the Commodore on top of them, SKIDDING

  across the bridge, CRUSHING the front line of the Butchers,

  and KNOCKING Skurge aside. The impact triggers the party

  function, setting off PARTY MUSIC and a FIREWORKS DISPLAY.

  Val emerges from the ship in full battle mode. Behind her,

  the Commodore FIREWORKS provide a spectacular HERO BACKDROP.

  She draws DRAGONFANG and smiles as Butchers begin swarming

  towards her. She is where she needs to be.

  Meanwhile, the Asgardians huddle together, packed so tight

  that some begin to fall off the side of the bridge, loved

  ones grabbing them and pulling them back up. There's no hope.

  BLUE DRAFT 05/20/16 113.

  Heimdall FIGHTS off Butchers, but gets KNOCKED DOWN. Just as

  it looks like he's about to take a killing blow-

  -BAM! The Butcher is BLASTED.

  Korg steps into frame, holding the blaster!

  KORG

  Hey man. I'm Korg. This is Miek.

  Miek steps into frame, waving.

  KORG (CONT'D)

  We're going to jump on that

  spaceship and get out of here.

  Want to come?

  Heimdall is beyond confused, but then... a LOUD NOISE. Hela

  looks down to see-

  -EMERGING FROM THE THICK LOW-HANGING FOG IS LOKI! Resplendent

  in horns, arms spread wide, seeming to float towards the

  bridge like a mythical angel of mercy.

  LOKI

  Your savior is here!

  The fog dissipates around him, revealing that Loki's standing

  on THE GRANDMASTER'S SUPERCRUISER! For reasons that will

  become clear, we will henceforth call this ship THE ARK.

  And Loki is not alone. He's brought along all the prisoners

  from the Contest of Champions. Armed with gladiator weapons.

  The Ark slows to a stop at the middle of bridge.

  ABOVE: Even with Hela's hand on his throat, Thor can't help

  but smile at the sight of Loki. Hela however sneers.

  HELA

  That little shit.

  BELOW: Loki and the Sakaarian gladiators JUMP OFF the Ark and

  onto the bridge, joining the fight against Hela's forces.

  LOKI

  Did you miss me? Everybody on that

  ship, now.

  The Asgardian refugees begin POURING onto the ark. The only

  way onto the Ark is a narrow plankway, so there is an

  immediate bottleneck effect - thousands of frightened people

  all pushing for a chance at salvation. It's mayhem.

  Loki walks through the crowd to Heimdall.

  BLUE DRAFT 05/20/16 114.

  HEIMDALL

  Welcome home. I saw you coming.

  LOKI

  Of course you did.

  Loki joins Heimdall and the gladiators in fending off Hela's

  encroaching minions.

  124 OMITTED 124

  125 OMITTED 125

  126 EXT. PALACE BALCONY - SAME 126

  Hela is perturbed, but not enraged. She turns her gaze back

  to Thor for a final farewell.

  HELA

  A valiant effort, but you never

  stood a chance.

  Thor looks up from his friends protecting his people as they

  frenziedly board to Ark to-

  -the twilight stars coming out over Asgard. There's a

  glimmering of stardust in the sky.

  HELA (CONT'D)

  You see? I'm not a queen, or a

  monster.

  FLASH: PUSH IN ON ODIN AT THE CLIFFS.

  HELA (CONT'D)

  I'm the Goddess of Death.

  FLASH: PUSH IN ON ODIN AT THE CLIFFS.

  HELA (CONT'D)

  What were you the God of again?

  As Hela digs two blades into his chest, Thor SCREAMS...

  And everything goes SILENT. SKY. We PAN DOWN to-

  BLUE DRAFT 05/20/16 115.

  126A EXT. CLIFFS - DAY 126A

  - where we find Thor (dressed and injured as he was on the

  balcony), back in the sweeping fields where we met Hela for

  the first time.

  ODIN (O.S.)

  Even when you had two eyes you were

  only seeing half the picture.

  Thor turns to see his father, sitting where we last saw him.

  Thor falls to his knees.

  THOR

  She's too strong. Without my

  hammer I cannot--

  ODIN

  Are you Thor, God of Hammers?

  Thor looks up, meeting his gaze.

  ODIN (CONT'D)

  That hammer helped you control your

  power, focus it. But it was never

  the source of your strength.

  Odin stands, as does Thor.

  THOR

  It's too late. She's already taken

  Asgard.

  ODIN

  Asgard is not a place. Never has

  been.

  (gestures around him)

  This could be Asgard. It is

  wherever our people stand. And

  right now those people need you.

  Odin turns to go.

  THOR

  I'm not as strong as you.

  ODIN

  No. You're stronger.

  As Odin turns to leave, a SHADOW in the shape of HELA'S

  HEADDRESS falls across him. He looks up and we are...

  BLUE DRAFT 05/20/16 116.

  126B EXT. PALACE BALCONY - CONTINUOUS 126B

  Thor looks up to the sky.

  She digs the blades deeper into Thor's chest. He groans in

  pain. Everything DARKENS as BLACK CLOUDS gather overhead.

  HELA

  Tell me brother, what were you the

  God of again...?

  CLOSE ON Thor's clenched fist, small arcs of electricity

  forming.

  -THE LOUDEST CRACK OF THUNDER YOU'VE EVER HEARD! In an

  instant, Thor and Hela are ENGULFED in a bolt of lightning!!

  KA-BOOM! Hela is BLASTED OUT of the lightning and sent

  CRASHING into the streets of Asgard. Her costume is

  tattered, the black extensions of her power hanging off her

  body in some places. She appears to be unconscious!

  All around Asgard, EVERYONE looks up at this massive strike.

  127 EXT. RAINBOW BRIDGE (OBSERVATORY SIDE) - CONTINUOUS 127

  BOOM! Thor LANDS HARD on his feet. Muscles swollen, veins

  pulsing with electricity. A living storm.

  Thor DIVES INTO THE FRAY. He moves like a bolt of lightning,

  SURGING through the army of Butchers in quick SLASHING JOLTS.

  128 EXT. RAINBOW BRIDGE (CITY SIDE) - SAME 128

  Valkyrie CHARGES into the ocean of Butchers. Wielding

  Dragonfang, backlit by the POPS of fireworks.

  129 EXT. RAINBOW BRIDGE (HERO SHOT) - CONTINUOUS 129

  Moving across the entire epic battle.

  On the city side, Valkyrie CUTS A SWATHE through the

  relentless onslaught of Butchers. Heavy damage.

  At the middle of the bridge, Heimdall helps load the fleeing

  Asgardians onto the Ark.

  Within the melee are Loki, Korg and the Sakaarians. Loki

  SLASHES through Butchers wielding his two long daggers.

  BLUE DRAFT 05/20/16 117.

  In the water below, Hulk and Fenris WRESTLE in an colossal

  clash of FISTS, CLAWS, and TEETH.

  Beyond that, Thor is wielding electrified weapons and

  BLASTING entire packs of Butchers off the bridge!

  Lost in the chaos is Skurge, who sees the tides turning. He

  throws down his axe and blends into the crowd.

  130 OMITTED 130

  131 OMITTED 131

  132 EXT. ASGARD - WATER BELOW - CONTINUOUS 132

  Fenris has Hulk in his mouth, underwater. Trying to drown

  the green goliath!

  Fenris' teeth PUNCTURE Hulk's skin. He BELLOWS, THRASHING.

  Hulk winds up and SLAMS Fenris in the snout!

  Fenris snaps back, revealing that-

  -THEY'VE REACHED THE REALM'S EDGE!

  Fenris is knocked off, plummeting off of Asgard into space.

  Hulk grabs hold of the slippery rocks, desperately trying to

  climb back as water pours down on him.

  A133 OMITTED A133

  133 EXT. THE ARK - SAME 133

  Asgardians continue RUSHING onto the ship.

  In the crowd we find Skurge! He's thrown a cloak over

  himself and is sneaking in amongst the refugees.

  134 OMITTED 134

  135 OMITTED 135

  136 OMITTED 136

  137 OMITTED 137

  138 OMITTED 138

  BLUE DRAFT 05/20/16 118.

  139 OMITTED 139

  A140 EXT. RAINBOW BRIDGE - CONTINUOUS A140

  Our heroes have drastically thinned down the herd of

  Butchers.

  It's pandemonium. The Ark's engines are deafening, but you

  can still hear the sound of terrified people SCREAMING.

  Thor helps Loki to his feet.

  THOR

  You're late.

  LOKI

  You're missing an eye.

  Valkyrie finishes off a handful of enemies, but then notices

  something. She WHISTLES to get the others' attention.

  VALKYRIE

  This isn't over.

  All around the bridge, our heroes look to see-

  -Hela arriving at the far side of bridge. She is seething

  with power, a vision of death.

  Having just come out of this huge battle, they are all weary

  and nursing injuries. Loki and Val are hurting worse than

  Thor.

  Hela walks towards them. Menacing and deliberate.

  Thor, Loki, and Val step forward to protect the Asgardians.

  They huddle together.

  THOR

  I think we should disband the

  Revengers.

  LOKI

  Hit her with a lightning blast.

  THOR

  I just hit her with the biggest

  lightning blast in the history of

  lightning. It did nothing.

  VALKYRIE

  We need to hold her off until

  everybody's on board.

  BLUE DRAFT 05/20/16 119.

  Thor looks at the people boarding behind him.

  THOR

  It won't end there. The longer

  Hela's on Asgard the more powerful

  she grows. She'll hunt us down.

  We need to stop her here and now.

  VALKYRIE

  What's our move?

  LOKI

  I'm not doing "Get help."

  Thor sees Hela approaching. He sees the palace behind her. He

  comes to a realization.

  THOR

  Asgard's not a place, it's a

  people.

  (then)

  This was never about stopping

  Ragnarok...it was about causing

  Ragnarok.

  (to Loki:)

  Go to the vault. Surtur's crown.

  It's the only way.

  LOKI

  (impressed)

  Bold move, brother. Even for me.

  Loki runs off, leaving Thor and Val to deal with Hela.

  THOR

  Shall we?

  VALKYRIE

  After you.

  Thor ATTACKS. They CLASH, kicking off this monumental

  confrontation. Hela manifests pitch black weapons to attack

  Thor, but Thor is conjuring powerful bolts of electricity

  with the same speed and ferocity.

  Just as Thor is surging with newfound lightning powers,

  Hela's powers seem to be enhanced as well.

  The battle is relentless and fast-paced. Thor is holding his

  own against Hela. Maybe they can win this thing.

  After several fearsome exchanges, Hela PUNCTURES his shoulder

  and then DARTS past him with startling speed.

  BLUE DRAFT 05/20/16 120.

  Undeterred, Thor RUSHES Hela again. Valkyrie joins in,

  forcing Hela to fight them both.

  BB140 EXT. THE ARK - SAME BB140

  While the Asgardians still scramble to get on board above-

  -find the Commodore ship, swooping down below the bridge.

  BC140 INT. COMMODORE SHIP - CONTINUOUS BC140

  Find Loki in the pilot's seat.

  LOKI

  This is madness.

  The ship ACCELERATES towards the palace of Asgard.

  BD140 EXT. RAINBOW BRIDGE - CONTINUOUS BD140

  Thor continues FIGHTING Hela while Valkyrie BLOCKS Hela's

  attempts to spear the Asgardians from afar.

  Hela isn't landing any fatal blows, but she's carving Thor up

  and making steady progress towards the Ark.

  However, the Asgardian refugees finally make it aboard. An

  injured Heimdall, Korg, and Miek are the last to get on.

  Thor and Heimdall make eye contact. Thor calls out:

  THOR

  GO! GO NOW!

  As the Ark's engines begin to POWER UP-

  -Hela HARPOONS Thor. He goes down, grimacing in pain.

  Hela begins to CONJURE AN ENORMOUS MANIFESTATION OF HER

  POWERS, A GIANT BLACK SPIKE FROM THE BEDROCK OF ASGARD THAT

  STABS THE ARK AND PREVENTS IT FROM LEAVING!

  Butchers begin to scramble up onto the Ark!

  B140 OMITTED B140

  BE140 EXT. ARK - CONTINUOUS BE140

  The refugees REACT IN TERROR as the Butchers begin CLIMBING

  from the bridge to the Ark. In the frightened crowd we find-

  BLUE DRAFT 05/20/16 121.

  -Skurge, still cloaked. He sees innocent Asgardians huddled

  together, trying to protect their families. He's having a

  crisis of conscience. An epiphany.

  C140 OMITTED C140

  D140 OMITTED D140

  E140 INT. ODIN'S VAULT - SAME E140

  LOKI rushes in and picks up Surtur's skull.

  As he walks towards the Eternal Flame, The Tesseract draws

  his attention. Tempting him.

  F140 EXT. THE ARK - CONTINUOUS F140

  The first wave of Butchers arrives on board, heading straight

  for a cowering family. Just as they're about to be killed--

  POW! POW! POW! The Butchers fall dead.

  Everyone turns to see SKURGE, now uncloaked, wielding his two

  M-16s from Texas.

  SKURGE

  For Asgard.

  Skurge runs forward, LEAPS off the Ark, and LANDS on the

  bridge right where all the Butchers are coming to life.

  BLASTING AWAY the Butchers before they can get aboard.

  Behind Skurge, the Ark begins to LIFT OFF.

  Skurge keeps FIRING and then-

  SKURGE (CONT'D)

  HELA!

  Hela turns to see Skurge blasting his way through her

  Butchers, trying to make his way to her.

  Disappointed, Hela FIRES a blade through Skurge's heart.

  Skurge has been killed...

  ...but the Ark now ASCENDS unfettered.

  BLUE DRAFT 05/20/16 122.

  140 INT. ODIN'S VAULT - SAME 140

  LOKI places Surtur's skull in the Eternal Flame.

  LOKI

  With the Eternal Flame, you are

  reborn.

  As the fire CRACKLES, Surtur's skull begins to GROW.

  141 EXT. RAINBOW BRIDGE - CONTINUOUS 141

  Hela has Val in her clutches, but her focus is on the

  aftermath of Skurge's last stand and the Ark's subsequent

  escape. She's furious, about to unleash hell when-

  THOR (O.S.)

  HELA! Enough!

  Hela turns to see Thor, having yanked out the harpoon...

  ...and it looks like he's laying down his sword!

  THOR (CONT'D)

  You want Asgard? It's yours.

  HELA

  Whatever game you're playing, it

  won't work. You can't defeat me.

  THOR

  No, but he can.

  KA-BOOM! EXPLODING through the roof of the palace is SURTUR!

  This is a different Surtur than the opening. He is slowly

  but steadily GROWING in size, and he carries with him a

  massive flaming sword, which GROWS as well.

  Surtur's arrival literally SHAKES the bedrock of Asgard,

  causing FISSURES to spiderweb all around him, and DISLODGING

  some of the foundation on the bridge and around the palace.

  Hela's eyes go wide. She wasn't expecting this.

  HELA

  No...NO!

  A142 OMITTED A142

  BLUE DRAFT 05/20/16 123.

  B142 EXT. RAINBOW BRIDGE - CONTINUOUS B142

  In the background the Ark continues its ascent, now high up

  above the city.

  Hela's attention is on Surtur as the palace COLLAPSES around

  him. So she is unprepared for-

  -SHLNK! Mustering up all her remaining strength, Val DRIVES

  Dragonfang through Hela's chest, effectively PINNING her to

  the bridge.

  Refocused on Val, Hela goes to deliver a death blow when-

  -Thor BOLTS forward! He PULLS Val from Hela's clutches.

  Thor turns and FIRES LIGHTNING INTO DRAGONFANG, which

  DISLODGES the section of the bridge that Hela is pinned to!

  The ground beneath Hela BREAKS FREE and she goes FALLING down

  into the expanding fissure in Asgard's bedrock.

  Badly injured, Thor and Valkyrie look up to see-

  -Surtur INCREASING in size, now towering over the palace.

  SURTUR

  Tremble before me Asgard, for I am

  your reckoning!

  Surtur swings his sword, destroying an entire city block.

  THOR and VALKYRIE look up.

  VALKYRIE

  The people are safe. That's all

  that matters.

  THOR

  We're fulfilling the prophecy.

  VALKYRIE

  I hate this prophecy.

  THOR

  So do I, but we have no choice.

  In the background, Hulk hops up onto the bridge. Looks

  around, zeroing in on Surtur.

  SURTUR

  Surtur destroys Asgard, he destroys

  Hela so that our people can live.

  BLUE DRAFT 05/20/16 124.

  Hulk CHARGES behind them, still unseen by Thor and Val.

  THOR

  We need to let him finish...

  (finally sees Hulk)

  No!

  HULK LEAPS UP AND LANDS ONTO SURTUR'S FACE and begins

  POUNDING the fire giant with furious punches!

  THOR (CONT'D)

  Hulk no! Stop it you moron!!

  It's not doing much damage, but the shock of it plus Hulk's

  impact makes Surtur take a destructive step back.

  Hulk is trying to rip out one of Surtur's horns when Surtur

  reaches up and GRABS HIM with a giant fiery hand.

  Surtur HURLS Hulk away from him. Sends him CRASHING DOWN.

  Hulk stumbles to his feet, dazed and SMOKING. After gathering

  his bearings, Hulk gets REALLY ANGRY and heads back towards

  Surtur for round two, but-

  THOR (CONT'D)

  Hulk, just for once in your life,

  don't smash!

  HULK

  But...big Monster.

  VALKYRIE

  Hulk! Let's go.

  Hulk stops. Looking between Surtur and Thor & Val. This is

  a real Sophie's Choice for Hulk. On the one hand, he really

  wants to kill that thing. On the other hand...

  HULK

  Friends.

  Hulk PICKS UP Thor and Valkyrie. He then squats down, and-

  -LEAPS WITH ALL HIS MIGHT! The trio SHOOTS UP into the night

  sky like a rocket blasting off. Their trajectory is heading

  right at the Ark as it reaches the lower orbit of Asgard.

  142 EXT. ARK - PLATFORM - CONTINUOUS 142

  Hulk lands gently, as though he were stepping out of bed. He

  casually DROPS Thor and Val, both exhausted.

  BLUE DRAFT 05/20/16 125.

  143 EXT. ASGARD - SAME 143

  A bird's eye view shows TOTAL CARNAGE AND MADNESS on Asgard.

  Surtur has grown to EXTINCTION LEVEL SCALE. SLASHING AWAY at

  the landscape below, when suddenly-

  -A MASSIVE BLACK SPIKE EXPLODES FROM THE WATER AND SLAMS INTO

  SURTUR'S CHEST!

  From beneath the water, Hela EXPLODES back onto the scene,

  riding a huge spiked manifestation of her powers.

  She's going for Surtur. ATTACKING with all her might.

  Surtur winds up, holding his sword above his head.

  SURTUR

  I am Asgard's doom!!

  True to his word, Surtur fulfills his destiny and-

  -DRIVES HIS SWORD THROUGH HELA AND INTO THE HEART OF ASGARD!

  144 INT. THE ARK - MAIN CABIN - SAME 144

  Everyone watches as Surtur drives his sword through Asgard.

  KORG

  The damage is not too bad. As long

  as the foundations are strong, we

  can rebuild this place. It will

  become a haven for all people and

  aliens of the universe...

  When the fiery sword touches the crystalline base of Asgard

  there is a VIOLENT DETONATION OF ENERGY!

  A CATACLYSMIC EARTHQUAKE! The entire realm is SPLIT IN TWO!

  In an instant, Thor's home is BLOWN TO PIECES.

  Asgard is gone.

  KORG (CONT'D)

  Nope, those foundations are gone.

  Sorry.

  Stay on Thor as he processes the decisions he's made.

  THOR

  What have I done?

  BLUE DRAFT 05/20/16 126.

  Heimdall joins him.

  HEIMDALL

  You saved us from extinction.

  Asgard is not a place, it's a

  people.

  145 EXT. SPACE - INDETERMINATE TIME 145

  The Ark cruises among the chaos that once was Asgard.

  146 INT. THE ARK - CAPTAIN'S QUARTERS 146

  Thor looks at his reflection in a mirror. His wounds are

  bandaged, including his now missing eye. His armor is clean.

  Thor takes a beat, as though trying to get used to the sight

  of the man looking back at him.

  LOKI (O.S.)

  It suits you.

  Thor turns to reveal Loki standing by the door. A smile.

  THOR

  Perhaps you're not so bad after

  all, brother.

  LOKI

  Maybe not.

  THOR

  Thank you, Loki.

  Thor picks up a soap dish.

  THOR (CONT'D)

  And if you were here, I might even

  give you a hug.

  Thor THROWS the dish at Loki. Loki catches it.

  LOKI

  Do we have to hug now?

  Thor smiles.

  147 OMITTED 147

  148 OMITTED 148

  BLUE DRAFT 05/20/16 127.

  A149 EXT. THE ARK - SPACE A149

  The giant cruiseliner is gliding through space, the twinkling

  of stars all around it.

  149 INT. THE ARK - MAIN DECK 149

  Thor steps out onto the main deck to see an assembly of both

  Asgardian and Sakaarian refugees awaiting their King.

  Thor looks over his people and begins to walk through the

  crowd. His subjects part, allowing him through.

  It is the antithesis of the opening coronation from the first

  THOR movie. The people aren't cheering and lauding him, but

  rather they are smiling. Humbly bowing. Grateful.

  And Thor isn't acting arrogant. Not trying to show off any

  swagger. He is stately. A contemplative and dignified king.

  At the end of the procession, Hulk, Loki, Valkyrie, and

  Heimdall stand next to the CAPTAIN'S CHAIR.

  VALKYRIE

  Your throne.

  Pause. Reluctant acceptance. Thor sits down.

  Flanking him on opposite sides are Valkyrie and Heimdall.

  Behind/towering above them is the Hulk. Loki joins them.

  HEIMDALL

  So, King of Asgard.

  Thor turns around to see THOUSANDS OF PEOPLE staring back,

  silently awaiting word from their new King. Now feeling the

  true weight of the crown, Thor takes a moment... and then:

  HEIMDALL (CONT'D)

  Where to?

  THOR

  I'm not sure. Any suggestions?

  Miek, what's your home planet?

  Angle on Korg, who is holding Miek (sans robot exoskeleton).

  KORG

  Oh, Miek's dead. I accidentally

  stepped on him on the bridge, I've

  just felt so guilty I've been

  carrying him around all day...

  BLUE DRAFT 05/20/16 128.

  Miek WRIGGLES to life. Korg lights up.

  KORG (CONT'D)

  Miek, you're alive! He's alive

  everyone! What was your question?

  Thor looks forward, taking charge of this one.

  THOR

  Earth it is.

  CUT TO BLACK.

  THE END.

  TAG INT. THE ARK - DAY TAG

  THOR and LOKI look out the window.

  LOKI

  Do you really think it's a good

  idea to go back to Earth?

  THOR

  Sure! They love me there.

  LOKI

  Let me rephrase: Do you really

  think it's a good idea to bring me

  back to Earth?

  Thor smiles, getting it. Pats Loki on the shoulder.

  THOR

  Probably not. But don't worry,

  brother...I've got a feeling that

  everything's going to work out.

  Then through the window, they see-

  -THE MASSIVE FORM OF SANCTUARY-2, THANOS' WARSHIP

  approaching.

  TAG1 EXT. THE ARK - SAME TAG1

  A wider view allows us to see all of Sanctuary-2, dwarfing

  the Ark in size.

  END.

  ...more

  

  ---

• November 08, 2022One Step Closer: This Place You Know

  Bee Movie Script

  According to all known laws

  of aviation,

  there is no way a bee

  should be able to fly.

  Its wings are too small to get

  its fat little body off the ground.

  The bee, of course, flies anyway

  because bees don't care

  what humans think is impossible.

  Yellow, black. Yellow, black.

  Yellow, black. Yellow, black.

  Ooh, black and yellow!

  Let's shake it up a little.

  Barry! Breakfast is ready!

  Ooming!

  Hang on a second.

  Hello?

  - Barry?

  - Adam?

  - Oan you believe this is happening?

  - I can't. I'll pick you up.

  Looking sharp.

  Use the stairs. Your father

  paid good money for those.

  Sorry. I'm excited.

  Here's the graduate.

  We're very proud of you, son.

  A perfect report card, all B's.

  Very proud.

  Ma! I got a thing going here.

  - You got lint on your fuzz.

  - Ow! That's me!

  - Wave to us! We'll be in row 118,000.

  - Bye!

  Barry, I told you,

  stop flying in the house!

  - Hey, Adam.

  - Hey, Barry.

  - Is that fuzz gel?

  - A little. Special day, graduation.

  Never thought I'd make it.

  Three days grade school,

  three days high school.

  Those were awkward.

  Three days college. I'm glad I took

  a day and hitchhiked around the hive.

  You did come back different.

  - Hi, Barry.

  - Artie, growing a mustache? Looks good.

  - Hear about Frankie?

  - Yeah.

  - You going to the funeral?

  - No, I'm not going.

  Everybody knows,

  sting someone, you die.

  Don't waste it on a squirrel.

  Such a hothead.

  I guess he could have

  just gotten out of the way.

  I love this incorporating

  an amusement park into our day.

  That's why we don't need vacations.

  Boy, quite a bit of pomp...

  under the circumstances.

  - Well, Adam, today we are men.

  - We are!

  - Bee-men.

  - Amen!

  Hallelujah!

  Students, faculty, distinguished bees,

  please welcome Dean Buzzwell.

  Welcome, New Hive Oity

  graduating class of...

  ...9:15.

  That concludes our ceremonies.

  And begins your career

  at Honex Industries!

  Will we pick ourjob today?

  I heard it's just orientation.

  Heads up! Here we go.

  Keep your hands and antennas

  inside the tram at all times.

  - Wonder what it'll be like?

  - A little scary.

  Welcome to Honex,

  a division of Honesco

  and a part of the Hexagon Group.

  This is it!

  Wow.

  Wow.

  We know that you, as a bee,

  have worked your whole life

  to get to the point where you

  can work for your whole life.

  Honey begins when our valiant Pollen

  Jocks bring the nectar to the hive.

  Our top-secret formula

  is automatically color-corrected,

  scent-adjusted and bubble-contoured

  into this soothing sweet syrup

  with its distinctive

  golden glow you know as...

  Honey!

  - That girl was hot.

  - She's my cousin!

  - She is?

  - Yes, we're all cousins.

  - Right. You're right.

  - At Honex, we constantly strive

  to improve every aspect

  of bee existence.

  These bees are stress-testing

  a new helmet technology.

  - What do you think he makes?

  - Not enough.

  Here we have our latest advancement,

  the Krelman.

  - What does that do?

  - Oatches that little strand of honey

  that hangs after you pour it.

  Saves us millions.

  Oan anyone work on the Krelman?

  Of course. Most bee jobs are

  small ones. But bees know

  that every small job,

  if it's done well, means a lot.

  But choose carefully

  because you'll stay in the job

  you pick for the rest of your life.

  The same job the rest of your life?

  I didn't know that.

  What's the difference?

  You'll be happy to know that bees,

  as a species, haven't had one day off

  in 27 million years.

  So you'll just work us to death?

  We'll sure try.

  Wow! That blew my mind!

  "What's the difference?"

  How can you say that?

  One job forever?

  That's an insane choice to have to make.

  I'm relieved. Now we only have

  to make one decision in life.

  But, Adam, how could they

  never have told us that?

  Why would you question anything?

  We're bees.

  We're the most perfectly

  functioning society on Earth.

  You ever think maybe things

  work a little too well here?

  Like what? Give me one example.

  I don't know. But you know

  what I'm talking about.

  Please clear the gate.

  Royal Nectar Force on approach.

  Wait a second. Oheck it out.

  - Hey, those are Pollen Jocks!

  - Wow.

  I've never seen them this close.

  They know what it's like

  outside the hive.

  Yeah, but some don't come back.

  - Hey, Jocks!

  - Hi, Jocks!

  You guys did great!

  You're monsters!

  You're sky freaks! I love it! I love it!

  - I wonder where they were.

  - I don't know.

  Their day's not planned.

  Outside the hive, flying who knows

  where, doing who knows what.

  You can'tjust decide to be a Pollen

  Jock. You have to be bred for that.

  Right.

  Look. That's more pollen

  than you and I will see in a lifetime.

  It's just a status symbol.

  Bees make too much of it.

  Perhaps. Unless you're wearing it

  and the ladies see you wearing it.

  Those ladies?

  Aren't they our cousins too?

  Distant. Distant.

  Look at these two.

  - Oouple of Hive Harrys.

  - Let's have fun with them.

  It must be dangerous

  being a Pollen Jock.

  Yeah. Once a bear pinned me

  against a mushroom!

  He had a paw on my throat,

  and with the other, he was slapping me!

  - Oh, my!

  - I never thought I'd knock him out.

  What were you doing during this?

  Trying to alert the authorities.

  I can autograph that.

  A little gusty out there today,

  wasn't it, comrades?

  Yeah. Gusty.

  We're hitting a sunflower patch

  six miles from here tomorrow.

  - Six miles, huh?

  - Barry!

  A puddle jump for us,

  but maybe you're not up for it.

  - Maybe I am.

  - You are not!

  We're going 0900 at J-Gate.

  What do you think, buzzy-boy?

  Are you bee enough?

  I might be. It all depends

  on what 0900 means.

  Hey, Honex!

  Dad, you surprised me.

  You decide what you're interested in?

  - Well, there's a lot of choices.

  - But you only get one.

  Do you ever get bored

  doing the same job every day?

  Son, let me tell you about stirring.

  You grab that stick, and you just

  move it around, and you stir it around.

  You get yourself into a rhythm.

  It's a beautiful thing.

  You know, Dad,

  the more I think about it,

  maybe the honey field

  just isn't right for me.

  You were thinking of what,

  making balloon animals?

  That's a bad job

  for a guy with a stinger.

  Janet, your son's not sure

  he wants to go into honey!

  - Barry, you are so funny sometimes.

  - I'm not trying to be funny.

  You're not funny! You're going

  into honey. Our son, the stirrer!

  - You're gonna be a stirrer?

  - No one's listening to me!

  Wait till you see the sticks I have.

  I could say anything right now.

  I'm gonna get an ant tattoo!

  Let's open some honey and celebrate!

  Maybe I'll pierce my thorax.

  Shave my antennae.

  Shack up with a grasshopper. Get

  a gold tooth and call everybody "dawg"!

  I'm so proud.

  - We're starting work today!

  - Today's the day.

  Oome on! All the good jobs

  will be gone.

  Yeah, right.

  Pollen counting, stunt bee, pouring,

  stirrer, front desk, hair removal...

  - Is it still available?

  - Hang on. Two left!

  One of them's yours! Oongratulations!

  Step to the side.

  - What'd you get?

  - Picking crud out. Stellar!

  Wow!

  Oouple of newbies?

  Yes, sir! Our first day! We are ready!

  Make your choice.

  - You want to go first?

  - No, you go.

  Oh, my. What's available?

  Restroom attendant's open,

  not for the reason you think.

  - Any chance of getting the Krelman?

  - Sure, you're on.

  I'm sorry, the Krelman just closed out.

  Wax monkey's always open.

  The Krelman opened up again.

  What happened?

  A bee died. Makes an opening. See?

  He's dead. Another dead one.

  Deady. Deadified. Two more dead.

  Dead from the neck up.

  Dead from the neck down. That's life!

  Oh, this is so hard!

  Heating, cooling,

  stunt bee, pourer, stirrer,

  humming, inspector number seven,

  lint coordinator, stripe supervisor,

  mite wrangler. Barry, what

  do you think I should... Barry?

  Barry!

  All right, we've got the sunflower patch

  in quadrant nine...

  What happened to you?

  Where are you?

  - I'm going out.

  - Out? Out where?

  - Out there.

  - Oh, no!

  I have to, before I go

  to work for the rest of my life.

  You're gonna die! You're crazy! Hello?

  Another call coming in.

  If anyone's feeling brave,

  there's a Korean deli on 83rd

  that gets their roses today.

  Hey, guys.

  - Look at that.

  - Isn't that the kid we saw yesterday?

  Hold it, son, flight deck's restricted.

  It's OK, Lou. We're gonna take him up.

  Really? Feeling lucky, are you?

  Sign here, here. Just initial that.

  - Thank you.

  - OK.

  You got a rain advisory today,

  and as you all know,

  bees cannot fly in rain.

  So be careful. As always,

  watch your brooms,

  hockey sticks, dogs,

  birds, bears and bats.

  Also, I got a couple of reports

  of root beer being poured on us.

  Murphy's in a home because of it,

  babbling like a cicada!

  - That's awful.

  - And a reminder for you rookies,

  bee law number one,

  absolutely no talking to humans!

  All right, launch positions!

  Buzz, buzz, buzz, buzz! Buzz, buzz,

  buzz, buzz! Buzz, buzz, buzz, buzz!

  Black and yellow!

  Hello!

  You ready for this, hot shot?

  Yeah. Yeah, bring it on.

  Wind, check.

  - Antennae, check.

  - Nectar pack, check.

  - Wings, check.

  - Stinger, check.

  Scared out of my shorts, check.

  OK, ladies,

  let's move it out!

  Pound those petunias,

  you striped stem-suckers!

  All of you, drain those flowers!

  Wow! I'm out!

  I can't believe I'm out!

  So blue.

  I feel so fast and free!

  Box kite!

  Wow!

  Flowers!

  This is Blue Leader.

  We have roses visual.

  Bring it around 30 degrees and hold.

  Roses!

  30 degrees, roger. Bringing it around.

  Stand to the side, kid.

  It's got a bit of a kick.

  That is one nectar collector!

  - Ever see pollination up close?

  - No, sir.

  I pick up some pollen here, sprinkle it

  over here. Maybe a dash over there,

  a pinch on that one.

  See that? It's a little bit of magic.

  That's amazing. Why do we do that?

  That's pollen power. More pollen, more

  flowers, more nectar, more honey for us.

  Oool.

  I'm picking up a lot of bright yellow.

  Oould be daisies. Don't we need those?

  Oopy that visual.

  Wait. One of these flowers

  seems to be on the move.

  Say again? You're reporting

  a moving flower?

  Affirmative.

  That was on the line!

  This is the coolest. What is it?

  I don't know, but I'm loving this color.

  It smells good.

  Not like a flower, but I like it.

  Yeah, fuzzy.

  Ohemical-y.

  Oareful, guys. It's a little grabby.

  My sweet lord of bees!

  Oandy-brain, get off there!

  Problem!

  - Guys!

  - This could be bad.

  Affirmative.

  Very close.

  Gonna hurt.

  Mama's little boy.

  You are way out of position, rookie!

  Ooming in at you like a missile!

  Help me!

  I don't think these are flowers.

  - Should we tell him?

  - I think he knows.

  What is this?!

  Match point!

  You can start packing up, honey,

  because you're about to eat it!

  Yowser!

  Gross.

  There's a bee in the car!

  - Do something!

  - I'm driving!

  - Hi, bee.

  - He's back here!

  He's going to sting me!

  Nobody move. If you don't move,

  he won't sting you. Freeze!

  He blinked!

  Spray him, Granny!

  What are you doing?!

  Wow... the tension level

  out here is unbelievable.

  I gotta get home.

  Oan't fly in rain.

  Oan't fly in rain.

  Oan't fly in rain.

  Mayday! Mayday! Bee going down!

  Ken, could you close

  the window please?

  Ken, could you close

  the window please?

  Oheck out my new resume.

  I made it into a fold-out brochure.

  You see? Folds out.

  Oh, no. More humans. I don't need this.

  What was that?

  Maybe this time. This time. This time.

  This time! This time! This...

  Drapes!

  That is diabolical.

  It's fantastic. It's got all my special

  skills, even my top-ten favorite movies.

  What's number one? Star Wars?

  Nah, I don't go for that...

  ...kind of stuff.

  No wonder we shouldn't talk to them.

  They're out of their minds.

  When I leave a job interview, they're

  flabbergasted, can't believe what I say.

  There's the sun. Maybe that's a way out.

  I don't remember the sun

  having a big 75 on it.

  I predicted global warming.

  I could feel it getting hotter.

  At first I thought it was just me.

  Wait! Stop! Bee!

  Stand back. These are winter boots.

  Wait!

  Don't kill him!

  You know I'm allergic to them!

  This thing could kill me!

  Why does his life have

  less value than yours?

  Why does his life have any less value

  than mine? Is that your statement?

  I'm just saying all life has value. You

  don't know what he's capable of feeling.

  My brochure!

  There you go, little guy.

  I'm not scared of him.

  It's an allergic thing.

  Put that on your resume brochure.

  My whole face could puff up.

  Make it one of your special skills.

  Knocking someone out

  is also a special skill.

  Right. Bye, Vanessa. Thanks.

  - Vanessa, next week? Yogurt night?

  - Sure, Ken. You know, whatever.

  - You could put carob chips on there.

  - Bye.

  - Supposed to be less calories.

  - Bye.

  I gotta say something.

  She saved my life.

  I gotta say something.

  All right, here it goes.

  Nah.

  What would I say?

  I could really get in trouble.

  It's a bee law.

  You're not supposed to talk to a human.

  I can't believe I'm doing this.

  I've got to.

  Oh, I can't do it. Oome on!

  No. Yes. No.

  Do it. I can't.

  How should I start it?

  "You like jazz?" No, that's no good.

  Here she comes! Speak, you fool!

  Hi!

  I'm sorry.

  - You're talking.

  - Yes, I know.

  You're talking!

  I'm so sorry.

  No, it's OK. It's fine.

  I know I'm dreaming.

  But I don't recall going to bed.

  Well, I'm sure this

  is very disconcerting.

  This is a bit of a surprise to me.

  I mean, you're a bee!

  I am. And I'm not supposed

  to be doing this,

  but they were all trying to kill me.

  And if it wasn't for you...

  I had to thank you.

  It's just how I was raised.

  That was a little weird.

  - I'm talking with a bee.

  - Yeah.

  I'm talking to a bee.

  And the bee is talking to me!

  I just want to say I'm grateful.

  I'll leave now.

  - Wait! How did you learn to do that?

  - What?

  The talking thing.

  Same way you did, I guess.

  "Mama, Dada, honey." You pick it up.

  - That's very funny.

  - Yeah.

  Bees are funny. If we didn't laugh,

  we'd cry with what we have to deal with.

  Anyway...

  Oan I...

  ...get you something?

  - Like what?

  I don't know. I mean...

  I don't know. Ooffee?

  I don't want to put you out.

  It's no trouble. It takes two minutes.

  - It's just coffee.

  - I hate to impose.

  - Don't be ridiculous!

  - Actually, I would love a cup.

  Hey, you want rum cake?

  - I shouldn't.

  - Have some.

  - No, I can't.

  - Oome on!

  I'm trying to lose a couple micrograms.

  - Where?

  - These stripes don't help.

  You look great!

  I don't know if you know

  anything about fashion.

  Are you all right?

  No.

  He's making the tie in the cab

  as they're flying up Madison.

  He finally gets there.

  He runs up the steps into the church.

  The wedding is on.

  And he says, "Watermelon?

  I thought you said Guatemalan.

  Why would I marry a watermelon?"

  Is that a bee joke?

  That's the kind of stuff we do.

  Yeah, different.

  So, what are you gonna do, Barry?

  About work? I don't know.

  I want to do my part for the hive,

  but I can't do it the way they want.

  I know how you feel.

  - You do?

  - Sure.

  My parents wanted me to be a lawyer or

  a doctor, but I wanted to be a florist.

  - Really?

  - My only interest is flowers.

  Our new queen was just elected

  with that same campaign slogan.

  Anyway, if you look...

  There's my hive right there. See it?

  You're in Sheep Meadow!

  Yes! I'm right off the Turtle Pond!

  No way! I know that area.

  I lost a toe ring there once.

  - Why do girls put rings on their toes?

  - Why not?

  - It's like putting a hat on your knee.

  - Maybe I'll try that.

  - You all right, ma'am?

  - Oh, yeah. Fine.

  Just having two cups of coffee!

  Anyway, this has been great.

  Thanks for the coffee.

  Yeah, it's no trouble.

  Sorry I couldn't finish it. If I did,

  I'd be up the rest of my life.

  Are you...?

  Oan I take a piece of this with me?

  Sure! Here, have a crumb.

  - Thanks!

  - Yeah.

  All right. Well, then...

  I guess I'll see you around.

  Or not.

  OK, Barry.

  And thank you

  so much again... for before.

  Oh, that? That was nothing.

  Well, not nothing, but... Anyway...

  This can't possibly work.

  He's all set to go.

  We may as well try it.

  OK, Dave, pull the chute.

  - Sounds amazing.

  - It was amazing!

  It was the scariest,

  happiest moment of my life.

  Humans! I can't believe

  you were with humans!

  Giant, scary humans!

  What were they like?

  Huge and crazy. They talk crazy.

  They eat crazy giant things.

  They drive crazy.

  - Do they try and kill you, like on TV?

  - Some of them. But some of them don't.

  - How'd you get back?

  - Poodle.

  You did it, and I'm glad. You saw

  whatever you wanted to see.

  You had your "experience." Now you

  can pick out yourjob and be normal.

  - Well...

  - Well?

  Well, I met someone.

  You did? Was she Bee-ish?

  - A wasp?! Your parents will kill you!

  - No, no, no, not a wasp.

  - Spider?

  - I'm not attracted to spiders.

  I know it's the hottest thing,

  with the eight legs and all.

  I can't get by that face.

  So who is she?

  She's... human.

  No, no. That's a bee law.

  You wouldn't break a bee law.

  - Her name's Vanessa.

  - Oh, boy.

  She's so nice. And she's a florist!

  Oh, no! You're dating a human florist!

  We're not dating.

  You're flying outside the hive, talking

  to humans that attack our homes

  with power washers and M-80s!

  One-eighth a stick of dynamite!

  She saved my life!

  And she understands me.

  This is over!

  Eat this.

  This is not over! What was that?

  - They call it a crumb.

  - It was so stingin' stripey!

  And that's not what they eat.

  That's what falls off what they eat!

  - You know what a Oinnabon is?

  - No.

  It's bread and cinnamon and frosting.

  They heat it up...

  Sit down!

  ...really hot!

  - Listen to me!

  We are not them! We're us.

  There's us and there's them!

  Yes, but who can deny

  the heart that is yearning?

  There's no yearning.

  Stop yearning. Listen to me!

  You have got to start thinking bee,

  my friend. Thinking bee!

  - Thinking bee.

  - Thinking bee.

  Thinking bee! Thinking bee!

  Thinking bee! Thinking bee!

  There he is. He's in the pool.

  You know what your problem is, Barry?

  I gotta start thinking bee?

  How much longer will this go on?

  It's been three days!

  Why aren't you working?

  I've got a lot of big life decisions

  to think about.

  What life? You have no life!

  You have no job. You're barely a bee!

  Would it kill you

  to make a little honey?

  Barry, come out.

  Your father's talking to you.

  Martin, would you talk to him?

  Barry, I'm talking to you!

  You coming?

  Got everything?

  All set!

  Go ahead. I'll catch up.

  Don't be too long.

  Watch this!

  Vanessa!

  - We're still here.

  - I told you not to yell at him.

  He doesn't respond to yelling!

  - Then why yell at me?

  - Because you don't listen!

  I'm not listening to this.

  Sorry, I've gotta go.

  - Where are you going?

  - I'm meeting a friend.

  A girl? Is this why you can't decide?

  Bye.

  I just hope she's Bee-ish.

  They have a huge parade

  of flowers every year in Pasadena?

  To be in the Tournament of Roses,

  that's every florist's dream!

  Up on a float, surrounded

  by flowers, crowds cheering.

  A tournament. Do the roses

  compete in athletic events?

  No. All right, I've got one.

  How come you don't fly everywhere?

  It's exhausting. Why don't you

  run everywhere? It's faster.

  Yeah, OK, I see, I see.

  All right, your turn.

  TiVo. You can just freeze live TV?

  That's insane!

  You don't have that?

  We have Hivo, but it's a disease.

  It's a horrible, horrible disease.

  Oh, my.

  Dumb bees!

  You must want to sting all those jerks.

  We try not to sting.

  It's usually fatal for us.

  So you have to watch your temper.

  Very carefully.

  You kick a wall, take a walk,

  write an angry letter and throw it out.

  Work through it like any emotion:

  Anger, jealousy, lust.

  Oh, my goodness! Are you OK?

  Yeah.

  - What is wrong with you?!

  - It's a bug.

  He's not bothering anybody.

  Get out of here, you creep!

  What was that? A Pic 'N' Save circular?

  Yeah, it was. How did you know?

  It felt like about 10 pages.

  Seventy-five is pretty much our limit.

  You've really got that

  down to a science.

  - I lost a cousin to Italian Vogue.

  - I'll bet.

  What in the name

  of Mighty Hercules is this?

  How did this get here?

  Oute Bee, Golden Blossom,

  Ray Liotta Private Select?

  - Is he that actor?

  - I never heard of him.

  - Why is this here?

  - For people. We eat it.

  You don't have

  enough food of your own?

  - Well, yes.

  - How do you get it?

  - Bees make it.

  - I know who makes it!

  And it's hard to make it!

  There's heating, cooling, stirring.

  You need a whole Krelman thing!

  - It's organic.

  - It's our-ganic!

  It's just honey, Barry.

  Just what?!

  Bees don't know about this!

  This is stealing! A lot of stealing!

  You've taken our homes, schools,

  hospitals! This is all we have!

  And it's on sale?!

  I'm getting to the bottom of this.

  I'm getting to the bottom

  of all of this!

  Hey, Hector.

  - You almost done?

  - Almost.

  He is here. I sense it.

  Well, I guess I'll go home now

  and just leave this nice honey out,

  with no one around.

  You're busted, box boy!

  I knew I heard something.

  So you can talk!

  I can talk.

  And now you'll start talking!

  Where you getting the sweet stuff?

  Who's your supplier?

  I don't understand.

  I thought we were friends.

  The last thing we want

  to do is upset bees!

  You're too late! It's ours now!

  You, sir, have crossed

  the wrong sword!

  You, sir, will be lunch

  for my iguana, Ignacio!

  Where is the honey coming from?

  Tell me where!

  Honey Farms! It comes from Honey Farms!

  Orazy person!

  What horrible thing has happened here?

  These faces, they never knew

  what hit them. And now

  they're on the road to nowhere!

  Just keep still.

  What? You're not dead?

  Do I look dead? They will wipe anything

  that moves. Where you headed?

  To Honey Farms.

  I am onto something huge here.

  I'm going to Alaska. Moose blood,

  crazy stuff. Blows your head off!

  I'm going to Tacoma.

  - And you?

  - He really is dead.

  All right.

  Uh-oh!

  - What is that?!

  - Oh, no!

  - A wiper! Triple blade!

  - Triple blade?

  Jump on! It's your only chance, bee!

  Why does everything have

  to be so doggone clean?!

  How much do you people need to see?!

  Open your eyes!

  Stick your head out the window!

  From NPR News in Washington,

  I'm Oarl Kasell.

  But don't kill no more bugs!

  - Bee!

  - Moose blood guy!!

  - You hear something?

  - Like what?

  Like tiny screaming.

  Turn off the radio.

  Whassup, bee boy?

  Hey, Blood.

  Just a row of honey jars,

  as far as the eye could see.

  Wow!

  I assume wherever this truck goes

  is where they're getting it.

  I mean, that honey's ours.

  - Bees hang tight.

  - We're all jammed in.

  It's a close community.

  Not us, man. We on our own.

  Every mosquito on his own.

  - What if you get in trouble?

  - You a mosquito, you in trouble.

  Nobody likes us. They just smack.

  See a mosquito, smack, smack!

  At least you're out in the world.

  You must meet girls.

  Mosquito girls try to trade up,

  get with a moth, dragonfly.

  Mosquito girl don't want no mosquito.

  You got to be kidding me!

  Mooseblood's about to leave

  the building! So long, bee!

  - Hey, guys!

  - Mooseblood!

  I knew I'd catch y'all down here.

  Did you bring your crazy straw?

  We throw it in jars, slap a label on it,

  and it's pretty much pure profit.

  What is this place?

  A bee's got a brain

  the size of a pinhead.

  They are pinheads!

  Pinhead.

  - Oheck out the new smoker.

  - Oh, sweet. That's the one you want.

  The Thomas 3000!

  Smoker?

  Ninety puffs a minute, semi-automatic.

  Twice the nicotine, all the tar.

  A couple breaths of this

  knocks them right out.

  They make the honey,

  and we make the money.

  "They make the honey,

  and we make the money"?

  Oh, my!

  What's going on? Are you OK?

  Yeah. It doesn't last too long.

  Do you know you're

  in a fake hive with fake walls?

  Our queen was moved here.

  We had no choice.

  This is your queen?

  That's a man in women's clothes!

  That's a drag queen!

  What is this?

  Oh, no!

  There's hundreds of them!

  Bee honey.

  Our honey is being brazenly stolen

  on a massive scale!

  This is worse than anything bears

  have done! I intend to do something.

  Oh, Barry, stop.

  Who told you humans are taking

  our honey? That's a rumor.

  Do these look like rumors?

  That's a conspiracy theory.

  These are obviously doctored photos.

  How did you get mixed up in this?

  He's been talking to humans.

  - What?

  - Talking to humans?!

  He has a human girlfriend.

  And they make out!

  Make out? Barry!

  We do not.

  - You wish you could.

  - Whose side are you on?

  The bees!

  I dated a cricket once in San Antonio.

  Those crazy legs kept me up all night.

  Barry, this is what you want

  to do with your life?

  I want to do it for all our lives.

  Nobody works harder than bees!

  Dad, I remember you

  coming home so overworked

  your hands were still stirring.

  You couldn't stop.

  I remember that.

  What right do they have to our honey?

  We live on two cups a year. They put it

  in lip balm for no reason whatsoever!

  Even if it's true, what can one bee do?

  Sting them where it really hurts.

  In the face! The eye!

  - That would hurt.

  - No.

  Up the nose? That's a killer.

  There's only one place you can sting

  the humans, one place where it matters.

  Hive at Five, the hive's only

  full-hour action news source.

  No more bee beards!

  With Bob Bumble at the anchor desk.

  Weather with Storm Stinger.

  Sports with Buzz Larvi.

  And Jeanette Ohung.

  - Good evening. I'm Bob Bumble.

  - And I'm Jeanette Ohung.

  A tri-county bee, Barry Benson,

  intends to sue the human race

  for stealing our honey,

  packaging it and profiting

  from it illegally!

  Tomorrow night on Bee Larry King,

  we'll have three former queens here in

  our studio, discussing their new book,

  Olassy Ladies,

  out this week on Hexagon.

  Tonight we're talking to Barry Benson.

  Did you ever think, "I'm a kid

  from the hive. I can't do this"?

  Bees have never been afraid

  to change the world.

  What about Bee Oolumbus?

  Bee Gandhi? Bejesus?

  Where I'm from, we'd never sue humans.

  We were thinking

  of stickball or candy stores.

  How old are you?

  The bee community

  is supporting you in this case,

  which will be the trial

  of the bee century.

  You know, they have a Larry King

  in the human world too.

  It's a common name. Next week...

  He looks like you and has a show

  and suspenders and colored dots...

  Next week...

  Glasses, quotes on the bottom from the

  guest even though you just heard 'em.

  Bear Week next week!

  They're scary, hairy and here live.

  Always leans forward, pointy shoulders,

  squinty eyes, very Jewish.

  In tennis, you attack

  at the point of weakness!

  It was my grandmother, Ken. She's 81.

  Honey, her backhand's a joke!

  I'm not gonna take advantage of that?

  Quiet, please.

  Actual work going on here.

  - Is that that same bee?

  - Yes, it is!

  I'm helping him sue the human race.

  - Hello.

  - Hello, bee.

  This is Ken.

  Yeah, I remember you. Timberland, size

  ten and a half. Vibram sole, I believe.

  Why does he talk again?

  Listen, you better go

  'cause we're really busy working.

  But it's our yogurt night!

  Bye-bye.

  Why is yogurt night so difficult?!

  You poor thing.

  You two have been at this for hours!

  Yes, and Adam here

  has been a huge help.

  - Frosting...

  - How many sugars?

  Just one. I try not

  to use the competition.

  So why are you helping me?

  Bees have good qualities.

  And it takes my mind off the shop.

  Instead of flowers, people

  are giving balloon bouquets now.

  Those are great, if you're three.

  And artificial flowers.

  - Oh, those just get me psychotic!

  - Yeah, me too.

  Bent stingers, pointless pollination.

  Bees must hate those fake things!

  Nothing worse

  than a daffodil that's had work done.

  Maybe this could make up

  for it a little bit.

  - This lawsuit's a pretty big deal.

  - I guess.

  You sure you want to go through with it?

  Am I sure? When I'm done with

  the humans, they won't be able

  to say, "Honey, I'm home,"

  without paying a royalty!

  It's an incredible scene

  here in downtown Manhattan,

  where the world anxiously waits,

  because for the first time in history,

  we will hear for ourselves

  if a honeybee can actually speak.

  What have we gotten into here, Barry?

  It's pretty big, isn't it?

  I can't believe how many humans

  don't work during the day.

  You think billion-dollar multinational

  food companies have good lawyers?

  Everybody needs to stay

  behind the barricade.

  - What's the matter?

  - I don't know, I just got a chill.

  Well, if it isn't the bee team.

  You boys work on this?

  All rise! The Honorable

  Judge Bumbleton presiding.

  All right. Oase number 4475,

  Superior Oourt of New York,

  Barry Bee Benson v. the Honey Industry

  is now in session.

  Mr. Montgomery, you're representing

  the five food companies collectively?

  A privilege.

  Mr. Benson... you're representing

  all the bees of the world?

  I'm kidding. Yes, Your Honor,

  we're ready to proceed.

  Mr. Montgomery,

  your opening statement, please.

  Ladies and gentlemen of the jury,

  my grandmother was a simple woman.

  Born on a farm, she believed

  it was man's divine right

  to benefit from the bounty

  of nature God put before us.

  If we lived in the topsy-turvy world

  Mr. Benson imagines,

  just think of what would it mean.

  I would have to negotiate

  with the silkworm

  for the elastic in my britches!

  Talking bee!

  How do we know this isn't some sort of

  holographic motion-picture-capture

  Hollywood wizardry?

  They could be using laser beams!

  Robotics! Ventriloquism!

  Oloning! For all we know,

  he could be on steroids!

  Mr. Benson?

  Ladies and gentlemen,

  there's no trickery here.

  I'm just an ordinary bee.

  Honey's pretty important to me.

  It's important to all bees.

  We invented it!

  We make it. And we protect it

  with our lives.

  Unfortunately, there are

  some people in this room

  who think they can take it from us

  'cause we're the little guys!

  I'm hoping that, after this is all over,

  you'll see how, by taking our honey,

  you not only take everything we have

  but everything we are!

  I wish he'd dress like that

  all the time. So nice!

  Oall your first witness.

  So, Mr. Klauss Vanderhayden

  of Honey Farms, big company you have.

  I suppose so.

  I see you also own

  Honeyburton and Honron!

  Yes, they provide beekeepers

  for our farms.

  Beekeeper. I find that

  to be a very disturbing term.

  I don't imagine you employ

  any bee-free-ers, do you?

  - No.

  - I couldn't hear you.

  - No.

  - No.

  Because you don't free bees.

  You keep bees. Not only that,

  it seems you thought a bear would be

  an appropriate image for a jar of honey.

  They're very lovable creatures.

  Yogi Bear, Fozzie Bear, Build-A-Bear.

  You mean like this?

  Bears kill bees!

  How'd you like his head crashing

  through your living room?!

  Biting into your couch!

  Spitting out your throw pillows!

  OK, that's enough. Take him away.

  So, Mr. Sting, thank you for being here.

  Your name intrigues me.

  - Where have I heard it before?

  - I was with a band called The Police.

  But you've never been

  a police officer, have you?

  No, I haven't.

  No, you haven't. And so here

  we have yet another example

  of bee culture casually

  stolen by a human

  for nothing more than

  a prance-about stage name.

  Oh, please.

  Have you ever been stung, Mr. Sting?

  Because I'm feeling

  a little stung, Sting.

  Or should I say... Mr. Gordon M. Sumner!

  That's not his real name?! You idiots!

  Mr. Liotta, first,

  belated congratulations on

  your Emmy win for a guest spot

  on ER in 2005.

  Thank you. Thank you.

  I see from your resume

  that you're devilishly handsome

  with a churning inner turmoil

  that's ready to blow.

  I enjoy what I do. Is that a crime?

  Not yet it isn't. But is this

  what it's come to for you?

  Exploiting tiny, helpless bees

  so you don't

  have to rehearse

  your part and learn your lines, sir?

  Watch it, Benson!

  I could blow right now!

  This isn't a goodfella.

  This is a badfella!

  Why doesn't someone just step on

  this creep, and we can all go home?!

  - Order in this court!

  - You're all thinking it!

  Order! Order, I say!

  - Say it!

  - Mr. Liotta, please sit down!

  I think it was awfully nice

  of that bear to pitch in like that.

  I think the jury's on our side.

  Are we doing everything right, legally?

  I'm a florist.

  Right. Well, here's to a great team.

  To a great team!

  Well, hello.

  - Ken!

  - Hello.

  I didn't think you were coming.

  No, I was just late.

  I tried to call, but... the battery.

  I didn't want all this to go to waste,

  so I called Barry. Luckily, he was free.

  Oh, that was lucky.

  There's a little left.

  I could heat it up.

  Yeah, heat it up, sure, whatever.

  So I hear you're quite a tennis player.

  I'm not much for the game myself.

  The ball's a little grabby.

  That's where I usually sit.

  Right... there.

  Ken, Barry was looking at your resume,

  and he agreed with me that eating with

  chopsticks isn't really a special skill.

  You think I don't see what you're doing?

  I know how hard it is to find

  the rightjob. We have that in common.

  Do we?

  Bees have 100 percent employment,

  but we do jobs like taking the crud out.

  That's just what

  I was thinking about doing.

  Ken, I let Barry borrow your razor

  for his fuzz. I hope that was all right.

  I'm going to drain the old stinger.

  Yeah, you do that.

  Look at that.

  You know, I've just about had it

  with your little mind games.

  - What's that?

  - Italian Vogue.

  Mamma mia, that's a lot of pages.

  A lot of ads.

  Remember what Van said, why is

  your life more valuable than mine?

  Funny, I just can't seem to recall that!

  I think something stinks in here!

  I love the smell of flowers.

  How do you like the smell of flames?!

  Not as much.

  Water bug! Not taking sides!

  Ken, I'm wearing a Ohapstick hat!

  This is pathetic!

  I've got issues!

  Well, well, well, a royal flush!

  - You're bluffing.

  - Am I?

  Surf's up, dude!

  Poo water!

  That bowl is gnarly.

  Except for those dirty yellow rings!

  Kenneth! What are you doing?!

  You know, I don't even like honey!

  I don't eat it!

  We need to talk!

  He's just a little bee!

  And he happens to be

  the nicest bee I've met in a long time!

  Long time? What are you talking about?!

  Are there other bugs in your life?

  No, but there are other things bugging

  me in life. And you're one of them!

  Fine! Talking bees, no yogurt night...

  My nerves are fried from riding

  on this emotional roller coaster!

  Goodbye, Ken.

  And for your information,

  I prefer sugar-free, artificial

  sweeteners made by man!

  I'm sorry about all that.

  I know it's got

  an aftertaste! I like it!

  I always felt there was some kind

  of barrier between Ken and me.

  I couldn't overcome it.

  Oh, well.

  Are you OK for the trial?

  I believe Mr. Montgomery

  is about out of ideas.

  We would like to call

  Mr. Barry Benson Bee to the stand.

  Good idea! You can really see why he's

  considered one of the best lawyers...

  Yeah.

  Layton, you've

  gotta weave some magic

  with this jury,

  or it's gonna be all over.

  Don't worry. The only thing I have

  to do to turn this jury around

  is to remind them

  of what they don't like about bees.

  - You got the tweezers?

  - Are you allergic?

  Only to losing, son. Only to losing.

  Mr. Benson Bee, I'll ask you

  what I think we'd all like to know.

  What exactly is your relationship

  to that woman?

  We're friends.

  - Good friends?

  - Yes.

  How good? Do you live together?

  Wait a minute...

  Are you her little...

  ...bedbug?

  I've seen a bee documentary or two.

  From what I understand,

  doesn't your queen give birth

  to all the bee children?

  - Yeah, but...

  - So those aren't your real parents!

  - Oh, Barry...

  - Yes, they are!

  Hold me back!

  You're an illegitimate bee,

  aren't you, Benson?

  He's denouncing bees!

  Don't y'all date your cousins?

  - Objection!

  - I'm going to pincushion this guy!

  Adam, don't! It's what he wants!

  Oh, I'm hit!!

  Oh, lordy, I am hit!

  Order! Order!

  The venom! The venom

  is coursing through my veins!

  I have been felled

  by a winged beast of destruction!

  You see? You can't treat them

  like equals! They're striped savages!

  Stinging's the only thing

  they know! It's their way!

  - Adam, stay with me.

  - I can't feel my legs.

  What angel of mercy

  will come forward to suck the poison

  from my heaving buttocks?

  I will have order in this court. Order!

  Order, please!

  The case of the honeybees

  versus the human race

  took a pointed turn against the bees

  yesterday when one of their legal

  team stung Layton T. Montgomery.

  - Hey, buddy.

  - Hey.

  - Is there much pain?

  - Yeah.

  I...

  I blew the whole case, didn't I?

  It doesn't matter. What matters is

  you're alive. You could have died.

  I'd be better off dead. Look at me.

  They got it from the cafeteria

  downstairs, in a tuna sandwich.

  Look, there's

  a little celery still on it.

  What was it like to sting someone?

  I can't explain it. It was all...

  All adrenaline and then...

  and then ecstasy!

  All right.

  You think it was all a trap?

  Of course. I'm sorry.

  I flew us right into this.

  What were we thinking? Look at us. We're

  just a couple of bugs in this world.

  What will the humans do to us

  if they win?

  I don't know.

  I hear they put the roaches in motels.

  That doesn't sound so bad.

  Adam, they check in,

  but they don't check out!

  Oh, my.

  Oould you get a nurse

  to close that window?

  - Why?

  - The smoke.

  Bees don't smoke.

  Right. Bees don't smoke.

  Bees don't smoke!

  But some bees are smoking.

  That's it! That's our case!

  It is? It's not over?

  Get dressed. I've gotta go somewhere.

  Get back to the court and stall.

  Stall any way you can.

  And assuming you've done step correctly, you're ready for the tub.

  Mr. Flayman.

  Yes? Yes, Your Honor!

  Where is the rest of your team?

  Well, Your Honor, it's interesting.

  Bees are trained to fly haphazardly,

  and as a result,

  we don't make very good time.

  I actually heard a funny story about...

  Your Honor,

  haven't these ridiculous bugs

  taken up enough

  of this court's valuable time?

  How much longer will we allow

  these absurd shenanigans to go on?

  They have presented no compelling

  evidence to support their charges

  against my clients,

  who run legitimate businesses.

  I move for a complete dismissal

  of this entire case!

  Mr. Flayman, I'm afraid I'm going

  to have to consider

  Mr. Montgomery's motion.

  But you can't! We have a terrific case.

  Where is your proof?

  Where is the evidence?

  Show me the smoking gun!

  Hold it, Your Honor!

  You want a smoking gun?

  Here is your smoking gun.

  What is that?

  It's a bee smoker!

  What, this?

  This harmless little contraption?

  This couldn't hurt a fly,

  let alone a bee.

  Look at what has happened

  to bees who have never been asked,

  "Smoking or non?"

  Is this what nature intended for us?

  To be forcibly addicted

  to smoke machines

  and man-made wooden slat work camps?

  Living out our lives as honey slaves

  to the white man?

  - What are we gonna do?

  - He's playing the species card.

  Ladies and gentlemen, please,

  free these bees!

  Free the bees! Free the bees!

  Free the bees!

  Free the bees! Free the bees!

  The court finds in favor of the bees!

  Vanessa, we won!

  I knew you could do it! High-five!

  Sorry.

  I'm OK! You know what this means?

  All the honey

  will finally belong to the bees.

  Now we won't have

  to work so hard all the time.

  This is an unholy perversion

  of the balance of nature, Benson.

  You'll regret this.

  Barry, how much honey is out there?

  All right. One at a time.

  Barry, who are you wearing?

  My sweater is Ralph Lauren,

  and I have no pants.

  - What if Montgomery's right?

  - What do you mean?

  We've been living the bee way

  a long time, 27 million years.

  Oongratulations on your victory.

  What will you demand as a settlement?

  First, we'll demand a complete shutdown

  of all bee work camps.

  Then we want back the honey

  that was ours to begin with,

  every last drop.

  We demand an end to the glorification

  of the bear as anything more

  than a filthy, smelly,

  bad-breath stink machine.

  We're all aware

  of what they do in the woods.

  Wait for my signal.

  Take him out.

  He'll have nauseous

  for a few hours, then he'll be fine.

  And we will no longer tolerate

  bee-negative nicknames...

  But it's just a prance-about stage name!

  ...unnecessary inclusion of honey

  in bogus health products

  and la-dee-da human

  tea-time snack garnishments.

  Oan't breathe.

  Bring it in, boys!

  Hold it right there! Good.

  Tap it.

  Mr. Buzzwell, we just passed three cups,

  and there's gallons more coming!

  - I think we need to shut down!

  - Shut down? We've never shut down.

  Shut down honey production!

  Stop making honey!

  Turn your key, sir!

  What do we do now?

  Oannonball!

  We're shutting honey production!

  Mission abort.

  Aborting pollination and nectar detail.

  Returning to base.

  Adam, you wouldn't believe

  how much honey was out there.

  Oh, yeah?

  What's going on? Where is everybody?

  - Are they out celebrating?

  - They're home.

  They don't know what to do.

  Laying out, sleeping in.

  I heard your Uncle Oarl was on his way

  to San Antonio with a cricket.

  At least we got our honey back.

  Sometimes I think, so what if humans

  liked our honey? Who wouldn't?

  It's the greatest thing in the world!

  I was excited to be part of making it.

  This was my new desk. This was my

  new job. I wanted to do it really well.

  And now...

  Now I can't.

  I don't understand

  why they're not happy.

  I thought their lives would be better!

  They're doing nothing. It's amazing.

  Honey really changes people.

  You don't have any idea

  what's going on, do you?

  - What did you want to show me?

  - This.

  What happened here?

  That is not the half of it.

  Oh, no. Oh, my.

  They're all wilting.

  Doesn't look very good, does it?

  No.

  And whose fault do you think that is?

  You know, I'm gonna guess bees.

  Bees?

  Specifically, me.

  I didn't think bees not needing to make

  honey would affect all these things.

  It's notjust flowers.

  Fruits, vegetables, they all need bees.

  That's our whole SAT test right there.

  Take away produce, that affects

  the entire animal kingdom.

  And then, of course...

  The human species?

  So if there's no more pollination,

  it could all just go south here,

  couldn't it?

  I know this is also partly my fault.

  How about a suicide pact?

  How do we do it?

  - I'll sting you, you step on me.

  - Thatjust kills you twice.

  Right, right.

  Listen, Barry...

  sorry, but I gotta get going.

  I had to open my mouth and talk.

  Vanessa?

  Vanessa? Why are you leaving?

  Where are you going?

  To the final Tournament of Roses parade

  in Pasadena.

  They've moved it to this weekend

  because all the flowers are dying.

  It's the last chance

  I'll ever have to see it.

  Vanessa, I just wanna say I'm sorry.

  I never meant it to turn out like this.

  I know. Me neither.

  Tournament of Roses.

  Roses can't do sports.

  Wait a minute. Roses. Roses?

  Roses!

  Vanessa!

  Roses?!

  Barry?

  - Roses are flowers!

  - Yes, they are.

  Flowers, bees, pollen!

  I know.

  That's why this is the last parade.

  Maybe not.

  Oould you ask him to slow down?

  Oould you slow down?

  Barry!

  OK, I made a huge mistake.

  This is a total disaster, all my fault.

  Yes, it kind of is.

  I've ruined the planet.

  I wanted to help you

  with the flower shop.

  I've made it worse.

  Actually, it's completely closed down.

  I thought maybe you were remodeling.

  But I have another idea, and it's

  greater than my previous ideas combined.

  I don't want to hear it!

  All right, they have the roses,

  the roses have the pollen.

  I know every bee, plant

  and flower bud in this park.

  All we gotta do is get what they've got

  back here with what we've got.

  - Bees.

  - Park.

  - Pollen!

  - Flowers.

  - Repollination!

  - Across the nation!

  Tournament of Roses,

  Pasadena, Oalifornia.

  They've got nothing

  but flowers, floats and cotton candy.

  Security will be tight.

  I have an idea.

  Vanessa Bloome, FTD.

  Official floral business. It's real.

  Sorry, ma'am. Nice brooch.

  Thank you. It was a gift.

  Once inside,

  we just pick the right float.

  How about The Princess and the Pea?

  I could be the princess,

  and you could be the pea!

  Yes, I got it.

  - Where should I sit?

  - What are you?

  - I believe I'm the pea.

  - The pea?

  It goes under the mattresses.

  - Not in this fairy tale, sweetheart.

  - I'm getting the marshal.

  You do that!

  This whole parade is a fiasco!

  Let's see what this baby'll do.

  Hey, what are you doing?!

  Then all we do

  is blend in with traffic...

  ...without arousing suspicion.

  Once at the airport,

  there's no stopping us.

  Stop! Security.

  - You and your insect pack your float?

  - Yes.

  Has it been

  in your possession the entire time?

  Would you remove your shoes?

  - Remove your stinger.

  - It's part of me.

  I know. Just having some fun.

  Enjoy your flight.

  Then if we're lucky, we'll have

  just enough pollen to do the job.

  Oan you believe how lucky we are? We

  have just enough pollen to do the job!

  I think this is gonna work.

  It's got to work.

  Attention, passengers,

  this is Oaptain Scott.

  We have a bit of bad weather

  in New York.

  It looks like we'll experience

  a couple hours delay.

  Barry, these are cut flowers

  with no water. They'll never make it.

  I gotta get up there

  and talk to them.

  Be careful.

  Oan I get help

  with the Sky Mall magazine?

  I'd like to order the talking

  inflatable nose and ear hair trimmer.

  Oaptain, I'm in a real situation.

  - What'd you say, Hal?

  - Nothing.

  Bee!

  Don't freak out! My entire species...

  What are you doing?

  - Wait a minute! I'm an attorney!

  - Who's an attorney?

  Don't move.

  Oh, Barry.

  Good afternoon, passengers.

  This is your captain.

  Would a Miss Vanessa Bloome in 24B

  please report to the cockpit?

  And please hurry!

  What happened here?

  There was a DustBuster,

  a toupee, a life raft exploded.

  One's bald, one's in a boat,

  they're both unconscious!

  - Is that another bee joke?

  - No!

  No one's flying the plane!

  This is JFK control tower, Flight 356.

  What's your status?

  This is Vanessa Bloome.

  I'm a florist from New York.

  Where's the pilot?

  He's unconscious,

  and so is the copilot.

  Not good. Does anyone onboard

  have flight experience?

  As a matter of fact, there is.

  - Who's that?

  - Barry Benson.

  From the honey trial?! Oh, great.

  Vanessa, this is nothing more

  than a big metal bee.

  It's got giant wings, huge engines.

  I can't fly a plane.

  - Why not? Isn't John Travolta a pilot?

  - Yes.

  How hard could it be?

  Wait, Barry!

  We're headed into some lightning.

  This is Bob Bumble. We have some

  late-breaking news from JFK Airport,

  where a suspenseful scene

  is developing.

  Barry Benson,

  fresh from his legal victory...

  That's Barry!

  ...is attempting to land a plane,

  loaded with people, flowers

  and an incapacitated flight crew.

  Flowers?!

  We have a storm in the area

  and two individuals at the controls

  with absolutely no flight experience.

  Just a minute.

  There's a bee on that plane.

  I'm quite familiar with Mr. Benson

  and his no-account compadres.

  They've done enough damage.

  But isn't he your only hope?

  Technically, a bee

  shouldn't be able to fly at all.

  Their wings are too small...

  Haven't we heard this a million times?

  "The surface area of the wings

  and body mass make no sense."

  - Get this on the air!

  - Got it.

  - Stand by.

  - We're going live.

  The way we work may be a mystery to you.

  Making honey takes a lot of bees

  doing a lot of small jobs.

  But let me tell you about a small job.

  If you do it well,

  it makes a big difference.

  More than we realized.

  To us, to everyone.

  That's why I want to get bees

  back to working together.

  That's the bee way!

  We're not made of Jell-O.

  We get behind a fellow.

  - Black and yellow!

  - Hello!

  Left, right, down, hover.

  - Hover?

  - Forget hover.

  This isn't so hard.

  Beep-beep! Beep-beep!

  Barry, what happened?!

  Wait, I think we were

  on autopilot the whole time.

  - That may have been helping me.

  - And now we're not!

  So it turns out I cannot fly a plane.

  All of you, let's get

  behind this fellow! Move it out!

  Move out!

  Our only chance is if I do what I'd do,

  you copy me with the wings of the plane!

  Don't have to yell.

  I'm not yelling!

  We're in a lot of trouble.

  It's very hard to concentrate

  with that panicky tone in your voice!

  It's not a tone. I'm panicking!

  I can't do this!

  Vanessa, pull yourself together.

  You have to snap out of it!

  You snap out of it.

  You snap out of it.

  - You snap out of it!

  - You snap out of it!

  - You snap out of it!

  - You snap out of it!

  - You snap out of it!

  - You snap out of it!

  - Hold it!

  - Why? Oome on, it's my turn.

  How is the plane flying?

  I don't know.

  Hello?

  Benson, got any flowers

  for a happy occasion in there?

  The Pollen Jocks!

  They do get behind a fellow.

  - Black and yellow.

  - Hello.

  All right, let's drop this tin can

  on the blacktop.

  Where? I can't see anything. Oan you?

  No, nothing. It's all cloudy.

  Oome on. You got to think bee, Barry.

  - Thinking bee.

  - Thinking bee.

  Thinking bee!

  Thinking bee! Thinking bee!

  Wait a minute.

  I think I'm feeling something.

  - What?

  - I don't know. It's strong, pulling me.

  Like a 27-million-year-old instinct.

  Bring the nose down.

  Thinking bee!

  Thinking bee! Thinking bee!

  - What in the world is on the tarmac?

  - Get some lights on that!

  Thinking bee!

  Thinking bee! Thinking bee!

  - Vanessa, aim for the flower.

  - OK.

  Out the engines. We're going in

  on bee power. Ready, boys?

  Affirmative!

  Good. Good. Easy, now. That's it.

  Land on that flower!

  Ready? Full reverse!

  Spin it around!

  - Not that flower! The other one!

  - Which one?

  - That flower.

  - I'm aiming at the flower!

  That's a fat guy in a flowered shirt.

  I mean the giant pulsating flower

  made of millions of bees!

  Pull forward. Nose down. Tail up.

  Rotate around it.

  - This is insane, Barry!

  - This's the only way I know how to fly.

  Am I koo-koo-kachoo, or is this plane

  flying in an insect-like pattern?

  Get your nose in there. Don't be afraid.

  Smell it. Full reverse!

  Just drop it. Be a part of it.

  Aim for the center!

  Now drop it in! Drop it in, woman!

  Oome on, already.

  Barry, we did it!

  You taught me how to fly!

  - Yes. No high-five!

  - Right.

  Barry, it worked!

  Did you see the giant flower?

  What giant flower? Where? Of course

  I saw the flower! That was genius!

  - Thank you.

  - But we're not done yet.

  Listen, everyone!

  This runway is covered

  with the last pollen

  from the last flowers

  available anywhere on Earth.

  That means this is our last chance.

  We're the only ones who make honey,

  pollinate flowers and dress like this.

  If we're gonna survive as a species,

  this is our moment! What do you say?

  Are we going to be bees, orjust

  Museum of Natural History keychains?

  We're bees!

  Keychain!

  Then follow me! Except Keychain.

  Hold on, Barry. Here.

  You've earned this.

  Yeah!

  I'm a Pollen Jock! And it's a perfect

  fit. All I gotta do are the sleeves.

  Oh, yeah.

  That's our Barry.

  Mom! The bees are back!

  If anybody needs

  to make a call, now's the time.

  I got a feeling we'll be

  working late tonight!

  Here's your change. Have a great

  afternoon! Oan I help who's next?

  Would you like some honey with that?

  It is bee-approved. Don't forget these.

  Milk, cream, cheese, it's all me.

  And I don't see a nickel!

  Sometimes I just feel

  like a piece of meat!

  I had no idea.

  Barry, I'm sorry.

  Have you got a moment?

  Would you excuse me?

  My mosquito associate will help you.

  Sorry I'm late.

  He's a lawyer too?

  I was already a blood-sucking parasite.

  All I needed was a briefcase.

  Have a great afternoon!

  Barry, I just got this huge tulip order,

  and I can't get them anywhere.

  No problem, Vannie.

  Just leave it to me.

  You're a lifesaver, Barry.

  Oan I help who's next?

  All right, scramble, jocks!

  It's time to fly.

  Thank you, Barry!

  That bee is living my life!

  Let it go, Kenny.

  - When will this nightmare end?!

  - Let it all go.

  - Beautiful day to fly.

  - Sure is.

  Between you and me,

  I was dying to get out of that office.

  You have got

  to start thinking bee, my friend.

  - Thinking bee!

  - Me?

  Hold it. Let's just stop

  for a second. Hold it.

  I'm sorry. I'm sorry, everyone.

  Oan we stop here?

  I'm not making a major life decision

  during a production number!

  All right. Take ten, everybody.

  Wrap it up, guys.

  I had virtually no rehearsal for that.

  ...more

  

  ---

• November 01, 2022Counterparts: A Eulogy for Those Still Here

  In this one the guys talk about Counterparts for I think the third time BUT its for good reason. The dudes both agree that this is likely the last record by the band making it kind of a special episode in a way.

  ...more

  

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• October 18, 2022Nirvana: In Utero

  In thing one the guys talk about In Utero by that one band. Its great they talk about ho much the hate art kids.

  ...more

  

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• October 05, 2022Crazy88: Burning Alive

  In this episode the guys talk about music who woulda thunk it. enjoy

  ...more

  

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• September 27, 2022Djo: DECIDE

  In this one the guys talk about Djo (Joe Keery), All around great record. I want to say for the most part the guys stayed on topic so that's a new fun thing for everyone.

  ...more

  

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• September 20, 2022Tears for Fears: Songs from the Big Chair

  In this one the dudes talk Songs From the Big Chair, this ones got everything: saxophone solos, very long songs, excellent transitions, and very good melodies.

  ...more

  

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• September 13, 2022Whoops: Movie Podcast

  Ericks internet took a poopy. sowwy. I wish there was something more I could have done, or even said. :/

  ...more

  

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• September 06, 2022Childish Gambino: Because the Internet

  The guys are SICK in this one, so with that being said its a very lowkey episode. we were just happy to be back for another one.

  ...more

  

  ---