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Queen Of The Damned Movie Script

Writer(s) : Scott Abbott, Michael Petroni

Genres : Horror

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      QUEEN OF THE DAMNED




          Written by

Scott Abbott and Michael Petroni



     Based on the novel by

           Anne Rice

    FADE IN:

1   EXT. LAFAYETTE CEMETERY (NEW ORLEANS) - NIGHT               1

    An empty breeze blows across a deserted cemetery. We
    hear the sound of FOOTSTEPS APPROACHING, then nineteenth-
    century boots ENTER FRAME. We FOLLOW them strolling past
    the headstones and mausoleums. The sound of a HORSE and
    CARRIAGE ECHOES in the distance.

                             VOICE (V.O.)
               There comes a time for every vampire
               when the idea of eternity becomes
               momentarily unbearable...

    As we REACH an old stone tomb, the boots leap up and OUT
    OF FRAME. PAN UP to reveal:

    A FIGURE stands steadily atop the roof of the tomb,
    silhouetted against the moon like a large, black bird.

                       VOICE (V.O.)
               The wounds suffered from love and
               failed friendships don't heal like
               a human's, but seem to only gape
               larger. The longing to be mortal
               returns, a longing for finiteness.

    A beat as the indistinct figure gazes out at the night...

                                                  CUT TO:

2   OMITTED                                                     2
&                                                               &
3                                                               3


4   EXT. TOMB - CONTINUOUS ACTION                               4

    The figure enters an alabaster tomb and closes the door.

                        VOICE (V.O.)
               In 1883 I suffered such a spell
               and decided to cease feeding on
               blood. Just lie in the earth and
               let time return to its natural
               state...

    As the WIND PICKS UP, the LEAVES of a fledgling vine
    growing up the side of the tomb begin to RATTLE FASTER
    and FASTER, until curiously, time seems to speed up.
    Night passes to day and back to night. Shadows from the
    sun and moon drift across the tomb. As days and months
    fly by, the vine winds and grows in circuitous patterns
    all around the tomb.

                                         (CONTINUED)

                                                             2.

4   CONTINUED:                                                    4

                         VOICE (V.O.)
                 I had hoped the sounds of the
                 passing eras would fade out, and a
                 kind of death might happen. A
                 kind of forgetting where I would
                 be healed from my wounds.

    The CLIP-CLOP of HORSES and the SQUEAK of PERAMBULATORS
    DISSOLVE INTO the THUMP and SCRAPE of INDUSTRIAL ENGINES.

                         VOICE (V.O.)
                 But as I lay there, the sounds
                 didn't fade but grew with the
                 world.

    The BUZZ of PROP ENGINES MELT INTO the sound of a JET
    STREAMING overhead. CARS, MACHINES, RADIO BROADCASTS
    MERGE INTO a medley of MUSIC from this century -- JACK
    BENNY, MUDDY WATERS, ELVIS, HENDRIX, SEX PISTOLS.

                         VOICE (V.O.)
                 And gradually the world didn't
                 sound like the place I had left,
                 but something different...
                 better...

    As we DRAW CLOSER TO the now vine-covered tomb, SOUNDS of
    the '70s, '80s, '90s PERSIST...

                         VOICE (V.O.)
                 A new fearless attitude had
                 possessed the world, brave and
                 Godless. I began to wonder if it
                 was not time to resurrect. But
                 the thing that eventually brought
                 me back -- the decisive thing
                 really -- came like a bolt out of
                 the blue.

    GUITARS STRIKE, DRUMS CRACK and the MUSIC SLAMS OUT, raw
    and dark.


5   SERIES OF GLIMPSES                                            5

    Slender hands with long, painted nails, Gothic rings, and
    a half-pound of silver bracelets play their instruments.
    Long hair, body piercings, Celtic tattoos, and brightly- colored
    nylons show a lot of pale, smooth flesh. In the
    confusion of glimpses, it's hard to tell who's a boy or
    girl, but they're all young and beautiful. Breaking in
    on the CACOPHONY of MUSIC COMES ONE GUITAR CLOSER and
    LOUDER than the rest.

                                           (CONTINUED)

                                                            3.

5    CONTINUED:                                                  5

     A SCRAPING ROAR, like a bandsaw being twisted into the
     most gorgeous, powerful chords, almost religious in its
     emotion.

                          VOICE (V.O.)
                  A music so sublime, so deeply
                  vampiric, I had no doubt it could
                  be heard in Hades. I had no
                  choice... it summoned me.

     An ULTRA-FAST TECHNO BEAT BEGINS and the FULL-SOUND of a
     BAND RUSHES in, creating a sense of vertigo with its
     energy.


6    INT. TOMB                                                   6

     The BAND'S sounds ECHO about the stone chamber, thrumming
     a deep, life-giving pulse. Suddenly, the LID of a
     SARCOPHAGUS SCRAPES and slides to one side.


7    EXT. LAFAYETTE CEMETERY (NEW ORLEANS) - NIGHT               7

     The Figure re-emerges from the tomb, his cape now in
     tatters -- posture bent. He creeps across the cemetery
     in unnatural, staccato movements as if hindered by the
     physics of distance and time. All the while the SONG
     plays, drawing the figure toward it.


8    EXT. FRENCH QUARTER - NIGHT                                 8

     The Figure moves through the shadows avoiding the spill
     of yellow light from the street lamps. Stopping in a
     darkened alleyway, he gasps for air, exhausted by his movements.
      He listens again to the mesmeric TUNE of the
     band in the distance, when -- From down the alley, a
     voice...

                          VOICE #2 (O.S.)
                     (in French; subtitled)
                  Need a fix?


9    CLOSE ON FIGURE'S EYES                                      9

     staring hungrily at...


10   BACK TO SCENE                                               10

     A MAN proffering a little parcel wrapped in foil.

                                              (CONTINUED)

                                                              4.

10   CONTINUED:                                                    10

     Pulling deeper into the shadows, the caped Figure beckons
     the dealer over. The man approaches when -- With a wild
     animal cry, the Figure lunges like a phantom -- A flash of teeth
     -- The Dealer is on the ground -- the Figure set
     upon him. OVER this scene the BAND'S SONG RUSHES IN LOUD again,
     reaching an incredible CRESCENDO as the violent
     frenzy continues -- the monster gnawing at the Dealer's
     neck.


11   CLOSE ON FIGURE'S HAND                                        11

     Its vein refilling with the flow of warm blood -- skin
     regaining a youthful tautness.


12   WIDER                                                         12

     Rising from his victim we see for the first time the
     revitalized face of this creature, a mane of blond hair
     frames the beautiful features of the VAMPIRE LESTAT --
     his bulbous lips glistening red.

                           LESTAT (V.O.)
                  Whether it was that first meal,
                  the music, or the 100 years of
                  rest, I'm not sure, but suddenly I
                  was feeling better than ever. My
                  appetite for living was voracious.
                  My hearing so exact I could locate
                  precisely the source of the
                  music...


13   EXT. NEW ORLEANS HOUSE - NIGHT                                13

     In the street, Lestat emerges from the shadows in the
     dealer's snug-fitting leather outfit. He looks up at an
     extremely run-down flophouse...

                          LESTAT (V.O.)
                  My old house.

     High in the attic, a single window glows with dim light.
     The source of the MUSIC. The whole house is shaking from
     the sound of the BAND playing upstairs.


14   INT. ATTIC - JUST AFTER                                       14

     The room booms with music, speakers stacked high on all
     sides, literally shaking the house to its foundations.

                                            (CONTINUED)

                                                           5.

14   CONTINUED:                                                  14

     REVEAL the band members of Satan's Night Out. JAMES,
     ALEX and MAUDY stare at each other as if in some tantric
     trance, as they play their music -- Alex's long fingers
     climbing up and down his guitar, Maudy's waifish body
     sensually curls around her keyboard, the waves of music
     flowing through them while James, on drums, drives them
     further into it.

                          LESTAT (V.O.)
                  It was hard to believe these
                  beings were mortal -- so confident
                  in their skin. Everything in my
                  body wanted to be with them. I
                  couldn't help myself.

     Then, from somewhere in the room, an ANGELIC VOICE begins
     to hum the most hypnotic melody over the tune, melding in
     exquisite harmony. Arching her neck in some higher
     ecstasy, Maudy looks across the makeshift studio and
     suddenly stops playing.

                          ALEX
                  What the hell, Maudy.

     Seeing Maudy's stunned face, Alex and James turn to see
     Lestat perched like a raven on top of the stack of
     speakers, eyes closed, still humming to the fading reverb
     of the guitars. Slowly opening his cool grey eyes --

                          LESTAT
                  Please don't stop.

                          JAMES
                  What the f-- How did you get in
                  here?

                          LESTAT
                  The door, of course.

     James and Alex look at the door on the other side of the
     attic -- they should have seen him. Maudy stares at
     Lestat, quite taken by the handsome vampire's looks --
     Drinking Maudy in with his eyes --

                          LESTAT
                  Your music woke me from the
                  longest sleep. It's sublime. In
                  two hundred years I've never heard
                  anything quite like it.

                          ALEX
                  Who the hell are you?

                                            (CONTINUED)

                                                                 6.

14   CONTINUED:    (2)                                                14

                          LESTAT (V.O.)
                  The question provoked an
                  irresistible urge...

                          LESTAT
                  You may call me the vampire Lestat.

     As we REMAIN ON the stunned looks of the band's faces --

                          LESTAT (V.O.)
                  It just rolled out of my mouth.
                  With one simple sentence I had
                  betrayed everything about my kind.
                  Betrayed our code of secrecy.

                          LESTAT
                  Your struggles are over.

     Suddenly from across the room --

                          LESTAT
                  All that you've ever dreamed of
                  will be yours.

     They spin around to see Lestat now right behind them,
     smiling.

                                ALEX
                         (terrified)
                  What the hell is this?

                          LESTAT
                  Your lucky day.

     They all stare at him, faces white.     A beat.     Then James
     breaks into a big smile.

                                 JAMES
                  Cool.   We got our very own vampire.

     Maudy and Alex look at each other getting used to it.
     They break into smiles, going with it.

                                MAUDY
                  Hey, Vampire Lestat, I've always
                  wondered... about Keith Richards...

                                             CUT TO:


15   EXT. SKIES - NIGHT                                               15

     FLYING ACROSS night skies, as the distinctive dark sound
     of SATAN'S NIGHT OUT KICKS IN to join Lestat's soaring
     voice.
                                          (CONTINUED)

                                                              7.

15   CONTINUED:                                                    15

                          LESTAT (V.O.)
                  It was a bold move, I admit. But
                  from that moment on, they were my
                  friends, my children, my band.
                  Together we rode on the wave of my
                  preternatural ambition to
                  superstardom, giving the world a
                  new god... me.

     We COME ACROSS the city lights of London. Below, police
     cars section off a few blocks around a very sleek,
     ultramodern office building where a huge crowd has
     gathered.

     SUPERIMPOSE:    LONDON (6 MONTHS LATER)


16   EXT. OFFICE BUILDING - CONTINUOUS ACTION                      16

     Through the crowd, a very long, black limousine snakes
     its way toward the building. Rows of fans dressed as
     Goths, ghouls and vampires scream out...

                            FANS
                  Lestat!    Lestat!

     Girls press their breasts and necks up against the
     limousine. Thump! Thump! Fan after female fan flings
     herself on the car. Groupies scream with pure
     excitement.

     Confusion of screams as the door to the limo opens. The
     crowd's scream reaches a fever pitch as... James, Alex
     and Maudy climb out, ogle at the sight. ROGER SMYTHE,
     their business manager (40s), gets out next, hustling
     them through the crowd.

     A wave of hysteria hits the fans. Roger hustles the
     band through the crowd and up the stairs into the church,
     past the giant billboard with their own images written
     huge, Lestat's smiling face above them all and the
     announcement --

     LESTAT -- LIVE & UNDEAD -- OCTOBER 31, ALL HALLOW'S EVE,
     DEATH VALLEY, U.S.A.


17   INT. OFFICE BUILDING - SOON AFTER                             17

     A high-tech conference room. The band, sitting up front,
     is faced by an audience of over fifty journalists and
     then another fifty photographers and TV cameras. The
     room crackles with anticipation. Roger steps to the
     podium.

                                               (CONTINUED)

                                                             8.

17   CONTINUED:                                                   17

                          ROGER
                  May I present the Vampire Lestat.

     He pushes a button and a black curtain slides open to
     reveal a huge monitor on the wall.

     Every eye is glued to the SCREEN... CRACKLE, CRACKLE.
     Nothing. Then suddenly, on the screen, a face in shadow
     appears... Lestat. His voice booms out over the crowd.

                          LESTAT
                  Good evening. I'm so sorry I'm
                  late. I was just having my...
                  breakfast.


18   OMITTED                                                      18


19   BACK TO SCENE                                                19

     Then Lestat leans forward into the light. Hushed
     whispers move through the crowd. Lestat's eyes burn
     unnaturally bright. His white skin absolutely glows,
     luminous. Lestat smiles out at them with a tight smile.
     Then grins wider, revealing his fangs.

                          JOURNALIST
                  Excellent makeup job.   Marilyn
                  Manson, look out...

     A thousand questions suddenly burst out of the
     journalists.

                          ROGER
                  Hey, hey! We're gonna keep this
                  short here! One at a time. You!

     He points to a PRETTY FRENCH JOURNALIST.

                          PRETTY FRENCH JOURNALIST
                  So, Lestat. You say you're a
                  real vampire. Correct me if I'm
                  wrong, but what I remember about
                  vampires is you guys usually keep
                  your identity secret.

                          LESTAT
                  Yes. But why hide it in this day
                  and age? I've hidden in the
                  shadows for centuries. It's time
                  to share myself with the world.

                                             (CONTINUED)

                                                             9.

19   CONTINUED:                                                   19

     In the corner, Roger gives a big winking smile to the
     camera crew. The journalists smile, playing along. A
     younger, hipper MUSIC magazine JOURNALIST pipes in...

                          MUSIC JOURNALIST
                  And it doesn't hurt the record
                  sales, huh? Your album just
                  topped all kinds of sales records.

                          LESTAT
                  Our label isn't complaining, no.

                                PRETTY FRENCH JOURNALIST
                  Could you prove it? You know give
                  us a demonstration of your powers?

                          LESTAT
                  If you like, I'll give you a
                  private demonstration in your
                  hotel room tonight.

     The journalists laugh. The French Journalist looks a
     little frightened/fascinated by Lestat's leer.

                                LIFESTYLE JOURNALIST
                  Why not a demo at your own house?
                  I mean, what's with all the
                  secrecy about where you stay? Is
                  it true you move residences every
                  few days?

                                LESTAT
                         (smiles, giving away
                          nothing)
                  After calling one stone tomb home
                  sweet home for so long, I like to
                  experience as much diversity as I
                  can. Wouldn't you?

     The Lifestyle Journalist smiles.

                          MUSIC JOURNALIST
                  There are a lot of rumors flying
                  around the internet about the
                  hidden meaning in your lyrics,
                  that you're giving away 'vampire
                  secrets.' Something in all that?


20   SMALL TV SCREEN                                              20

     In a dark room, the interview continues.

                                             (CONTINUED)

                                                             10.

20   CONTINUED:                                                    20

                          LESTAT (V.O.)
                  Maybe I'm trying to resurrect a
                  few old friends with my words.
                  Daring them to come out.

                          MUSIC JOURNALIST
                  Of the closet.

                          LESTAT
                     (smiles)
                  The casket...

     Laughter. They're enjoying this performance although no
     one is taking it very seriously. PULL OUT to reveal we
     are --


21   INT. PRIVATE CLUB - SAME TIME                                 21

     A man in a dark suit plays pool. Looking up over his
     dark glasses, his strange, luminescent, grey eyes stare
     up at Lestat on the TV scornfully.


22   BACK TO PRESS CONFERENCE                                      22

                          MUSIC JOURNALIST
                  Your first and only concert's in
                  Death Valley, just days away. Why
                  just the one?

                          LESTAT
                     (grins)
                  I don't like repeating myself.

                                     MUSIC JOURNALIST
                  But these other vampires, aren't
                  they going to be pissed that
                  you're giving away their secrets?

                          LESTAT
                  I imagine they are, yes.

                          LIFESTYLE JOURNALIST
                  Do you have anything to say to the
                  other vampires listening out
                  there?

                          LESTAT
                  Yes, as a matter of fact, I do...

     Leaning forward, Lestat smiles at the TV camera.

                                             MATCH CUT TO:

                                                            11.

23   INT. PRIVATE CLUB - TV                                        23

                       LESTAT (V.O.)
               Come out, come out, wherever you
               are.

     CAMERA BOOMS DOWN to reveal...

     A group of dangerous-looking vampires dressed in various
     styles, staring stony-faced up at the screen, their eyes
     glowing strangely in the ultra-violet light. The pool
     player is in the b.g. Other vampires, dressed in black, eyes
     cold as ice, stare up at the TV.

                             VAMPIRE #1
               Goddamn fool's going to bring back
               the Inquisition.

                             VAMPIRE #2
               I say we kill him, before this
               gets out of hand. Bleed him dry.

                             VAMPIRE #1
               Gotta find him first. Elusive
               bloke. Never know where he's
               going to turn up.

                             VAMPIRE #2
               Well we know one place he's
               definitely going to be...

     Next to him sits a female VAMPIRE, Evian bottle in hand.

                              VAMPIRE #1
               When I was in Manchester, the coven
               there was saying exactly the same
               thing. That we should nail him at
               the concert...

                             FEMALE VAMPIRE #1
               I don't know, if he's as old as
               they say, he's gotta be pretty
               strong... If you came within a
               mile of him, he'd eat you alive.

     She brings her Evian bottle to her lips.   Drinks heartily.
     The liquid inside glistens deep red.

                             VAMPIRE #1
               Yes. Well let's see how he
               handles a thousand of us at once.

     Crack -- the pool player sinks the last ball on the pool
     table. The TV suddenly EXPLODES.

                                          (CONTINUED)

                                                            12.

23    CONTINUED:                                                  23

      BACK TO LESTAT ON HUGE VIDEO SCREEN

      He smiles at the journalists.

                                 LESTAT
                   See you all in Death Valley.

      CLICK.   The screen goes black.


24    CLOSE ON LESTAT                                             24

      in the flesh.    REVEAL he is...


25    INT. LESTAT'S CHATEAU (LONDON)                              25

      All alone in his magnificent chateau. He sits in front
      of a video camera and monitor set up for the two-way remote
      feed. Lestat puts the remote down.

      Laughs out loud with the pure pleasure of it all. He stands,
      crosses to huge doors. Opens them. Goes out to...




25A   EXT. LESTAT'S CHATEAU GROUNDS - CONTINUOUS ACTION           25A

      Lestat walks across his lavish grounds, gazes up into the
      night.

      Staring up at the dark heavens, Lestat inhales like an
      emperor taking in his kingdom, stretches his arms out, still
      drinking in the adulation.

      Slowly, his grin fades...

      A melancholy look comes over Lestat.

                           LESTAT
                      (quietly, to world)
                   Come out, come out, whoever you
                   are.

      As he lowers his arms, the CAMERA PULLS UP and OUT FROM
      Lestat, whirling into the dark night...

                                             CUT TO:

                                                              13.

26   CLOSE ON SET OF HEADPHONES                                     26

     as it plays LESTAT'S SONG.

     PULL OUT ON...

     A beautiful young woman, JESSE, 22, lays in black satin
     sheets. Her long red hair snakes over her slender neck as
     she sleeps to Lestat's voice, still as death. Flickering
     candles all over the room reveal her lithe, strong body,
     pale as the moon. She is surrounded by her work, ancient
     language books, her laptop computer. Another book is
     clenched in her hand. The Unconscious Vampire. We MOVE
     IN ON her fluttering eyes.

                                          CUT TO:


27   DREAM SEQUENCE - EYES                                          27

     opening. Blank. Still. Unsettling. PULL BACK to
     reveal these eyes belong to a 19th-century porcelain
     doll. We TRACK ACROSS rows and rows of dolls from
     different eras, all exquisitely detailed. TRACK PAST the
     billowing floor-to-ceiling curtains to reveal a six-year-
     old girl lying awake in a large bed, Jesse, green eyes and
     long red curls. LAUGHTER wafts in with the breeze.


28   INT. CORRIDOR                                                  28

     Jesse's bare feet pad down the endless corridor. The
     little girl is dwarfed by the stone pedestals, all lit
     with candles. LAUGHTER ECHOES through the halls.


29   INT. GREAT HALL                                                29

     Jesse moves past rough-hewn columns, watching something
     with great curiosity. Behind her, we glimpse a giant
     mural of names cut into the stone walls. A family tree,
     extending up onto the ceiling and down to the floor.


30   JESSE'S POV                                                    30

     A grand party is in progress. There are about thirty
     vampires, all thin, pale and beautiful. An eclectic
     group, elegantly-dressed in Indian silks, Arabic veils,
     mixed with a few gaudy Versace outfits. Guests lean into
     each other's necks, showing blood-red tongues and fangs.


31   BACK TO SCENE                                                  31

     A young VAMPIRE scoops Jesse up and puts her on his knee.

                                          (CONTINUED)

                                                           14.

31   CONTINUED:                                                  31

                          VAMPIRE
                  Ah, Jesse. You want to come and
                  play with us, don't you?

     She stares at him, nervous, intrigued.

                          WOMAN (O.S.)
                     (urgent)
                  Jesse!

                          VAMPIRE
                  Soon, soon, little one. I'll make
                  sure you're with us forever.

                          WOMAN (O.S.)
                     (more urgent)
                  Jesse!


32   INT. JESSE'S BEDROOM (PRESENT)                              32

                          JESSE
                  No!

     Jesse sits up with a start. She stands, heart pounding,
     trying to shake the dream off. We see on a bulletin board
     behind her, a flyer for Lestat's concert. She takes off
     the headphones. Walking over to the mantel above her
     fireplace, she picks up a solitary, framed photo -- holds
     it tight...


33   CLOSEUP - PHOTO                                             33

     Young Jesse (the girl from the dream) stares straight at
     camera. She is held in the arms of a red-haired woman,
     her back to camera.


34   BACK TO SCENE                                               34

     Jesse puts the photo down, catches her reflection in a
     mirror, lit by flickering candlelight. Her face is
     distressed, troubled by the dream. She goes to the
     window, stares out into the black night. The dark waters
     of the Thames snake through the London cityscape. Jesse
     blows out the candles. Darkness.

                                            CUT TO:

                                                           15.

35   EXT. TUBE STATION (LONDON) - THAT NIGHT                      35

     Fluorescence pierces the black night. Jesse comes out
     of the tube station in a tight, short skirt, boots. She
     looks down the street. In one direction, a busy,
     brightly-lit street. Jesse gazes at a group of tourists
     coming out of a pub, laughing. Then she turns, looks the
     other direction. A dark street. She hesitates a long
     moment, stares at the light, then can't help herself,
     plunges toward the darkness, the LAUGHTER ECHOING, then
     DYING.


36   EXT. ALLEY - JUST AFTER                                      36

     Jesse passes "rent-boys" stepping from the shadows as
     cars cruise by. Jesse, unable to look away, gazes as one
     gets in a car. He stares back at her, disappears into
     the car.


37   EXT. BRIDGE - JUST AFTER                                     37

     Jesse passes couples using the shadows for privacy in the
     dark, filthy streets. She strides past a girl leaning
     against a brick wall, the man grunting, moving
     rhythmically against her.


38   EXT. LONDON STREET - LATER THAT NIGHT                        38

     Fog floats in the yellow vapor lights. Jesse pauses at
     the intersection of a narrow alley. She hesitates,
     nervous, then turns down the dark lane, disappearing into
     the blackness...


39   EXT. WAVERLY ARMS - NIGHT                                    39

     Jesse, from the shadows, gazes, wide-eyed, at the Soho
     private club's entrance, a solitary door with a faded sign
     and a dull blue light mounted above.

     Jesse hears strange whispering. She sees now figures
     moving through the fog. One pushes a buzzer. Jesse stares,
     barely breathing, her heart pounding.

     The figures have white, luminescent faces, strange, bright,
     glowing eyes. Their fingernails are glass-like. A moment
     later, a slot in the door opens. The glowing eyes of another
     creature stares out at them, scrutinizing them. The door
     closes quickly.

     Jesse stands there, deliberating. She takes a step closer
     to the door. Stops. Takes another nervous step. She hears
     something, whirls around.

                                             (CONTINUED)

                                                                16.

39   CONTINUED:                                                       39

     Another group of the strange figures walk steadily down the
     street towards her. Jesse begins backing away. A HISSING
     sound slowly fills the alley...

                                                      CUT TO:


     CLOSE ON LESTAT

     smiling, revealing his fangs.

     REVEAL we are...


40   INT. LIBRARY - TALAMASCA INNER COUNCIL CHAMBER - NIGHT           40

     Lestat's face appears on a video screen in front of a room
     lined from floor to ceiling with leather-bound books, ancient
     scrolls. Subjects are marked, Werewolves, Poltergeists,
     Possession...

     SUPERIMPOSE:    SECRET ORDER OF THE TALAMASCA: CENTER FOR
                     PARANORMAL STUDIES: LONDON HEADQUARTERS

     Jesse, making a presentation, stands before an impressive
     and imposing group of 10 TALAMASCANS, wearing demure
     suits.

     Jesse is excited, a bit nervous, hoping to impress. She
     holds a remote which controls images appearing on the
     large video screen. Clips from Lestat's press conference
     continue. Jesse gazes out at the Talamascans.

                                JESSE
                  I have reason to believe Lestat's
                  the real thing. A vampire. And
                  an ancient one.

                                TALAMASCAN #1
                  I don't know, Jesse. It looks to
                  me like the guy's got a good P.R.
                  man with a flair for the
                  theatrical.

                                JESSE
                         (leans forward,
                          eagerly)
                  It would appear that way. But
                  have you listened to his songs?
                  Read his lyrics?

     The Talamascans glance at each other, surprised. Shake
     their heads. A few laugh. They're not Lestat's usual
     audience.

                                            (CONTINUED)

                                                            17.

40   CONTINUED:                                                   40

                                JESSE
                  Well,i have. In one of his songs
                  he refers to a pub called the
                  Sailor's Arms. I think it's a
                  clue...

     She pushes a button, the lyrics appear on screen.

                                 JESSE
                         (reading screen)
                  'Where are you now? Back in the
                  sailor's arms, somewhere in the
                  back streets of Soho?' I tracked
                  down the old leases in London. It
                  turns out, in the late 1700's,
                  there was a pub right in the
                  backstreets of Soho called the
                  Sailor's Arms.

     The lyrics on screen are replaced now by an old engraving
     of a pub with the sign reading "SAILOR'S ARMS."

                                 JESSE
                  And it had a reputation for
                  dealing with black magic.
                  Witches' covens, seances, that
                  sort of thing.

     Quick flashes of gruesome drawings appear -- animal
     sacrifices. A corpses floating above a table...

     Jesse talks faster and faster with her enthusiasm.

                                JESSE
                  And most importantly, reports of
                  people being lured there and
                  subsequently attacked by
                  bloodsucking fiends.

     Quick flashes of gruesome period newspaper drawings,
     blood pouring from the neck of a screaming woman. A
     white-faced ghoul with fangs.

     Jesse is smiling wider, excited by her discovery.

     On screen, an old map of London appears.

                                JESSE
                  Here's where you could find the
                  Sailor's Arms in old London.

     A modern map appears, overlaying the old map.

                                            (CONTINUED)

                                                               18.

40   CONTINUED:    (2)                                               40

                                JESSE
                  And here is where it would be
                  today. Of course the Sailor's
                  Arms is not there anymore. That
                  part of London is mostly old
                  warehouses, meat-packing plants.

                                TALAMASCAN #2
                  In a few years it will be artists'
                  lofts and pretentious French
                  cafes...

     Jesse leans forward now as she talks.

                                JESSE
                  Yes, but right now there's only
                  one place to get a drink -- of
                  sorts. A private club -- in
                  exactly the same place. The
                  Waverly Arms.

     On screen, a photo of the Waverly Arms.

                                JESSE
                  Well, what happens at the Waverly
                  Arms now makes the Sailor's Arms
                  look like a Happy Meal at
                  McDonald's.

     She pauses for emphasis, gazing at the faces of the
     Talamascans, gauging their reactions.

                                JESSE
                  It's a vampire coven. And
                  Lestat's leading us to it.

     Murmurs. Many of definite interest. Some of definite
     skepticism. Jesse's face shines bright with her
     enthusiasm.

                                TALAMASCAN #1
                         (skeptical)
                  And what makes you think so?

     Jesse smiles. Pushes a button.     Ready to receive the
     Talamascans' approval.

     On screen, a new picture appears of several figures,
     white faces, dark clothes -- but they're very blurry.

                                TALAMASCAN #2
                  Jesse, can you, uh, focus that any
                  better?

                                               (CONTINUED)

                                                               19.

40   CONTINUED:    (3)                                               40

                                 JESSE
                         (excitement dampened
                          by embarrassment)
                  Well... it was taken... while...
                         (clears throat)
                  ... in motion.

     Talamascan #2 smiles at her sympathetically. Jesse gazes
     out at the other Talamascans, sees she's losing their
     interest.

                                 JESSE
                         (quickly, trying to
                          cover)
                  But listen, if you look closely,
                  you can see they're vampires. I'm
                  sure of it. And Lestat's leading
                  us to them and --

                                TALAMASCAN #3
                         (interrupting)
                  Interesting. Perhaps we should
                  assign someone to observe --

                                TALAMASCAN #1
                  Oh please, based on this so-called
                  'data'? That's a waste of time.

                                  JESSE
                  But... uh...

                                 TALAMASCAN #2
                         (looking up for a
                           moment, interrupting)
                  Wait a second. Who took this
                  picture?

                                  JESSE
                           (a beat, softly)
                  I did.

     Murmurs bubble through the entire group now.      They stare
     at Jesse, dismayed.

                                TALAMASCAN #2
                  You went there?

                                 JESSE
                  Yes.   Last night.

                                TALAMASCAN #1
                  And who gave you this directive?

                                              (CONTINUED)

                                                            20.

40   CONTINUED:    (4)                                            40

                                JESSE
                  No one.  I... just... went.
                         (quickly)
                  Look, I know it was breaking
                  protocol and I'm really sorry,
                  it's just I think --

                                TALAMASCAN #1
                  Jesse! You're just an apprentice
                  here! You must follow our
                  rules... Or perhaps we need to
                  reconsider your position.

     She stares at him.

                                TALAMASCAN #3
                  For 12 centuries our mission as
                  Talamascans has been to observe
                  and record paranormal behavior.
                  But never get involved. You're
                  getting far too close.

                                 JESSE
                         (gesturing to photo,
                           defending herself)
                  Hey, does it look like I got
                  involved? That is not called
                  involvement. That is called
                  running.

                                TALAMASCAN #2
                         (leaning forward,
                          trying to help)
                  But, Jesse, tell us, what did you
                  see?

     Jesse turns to her.

                                 JESSE
                  Vampires.   Gathering.   I'm sure of
                  it.

     Jesse steps from the podium, moving through the
     Talamascans as she pleads her case. She talks a mile a
     minute, her passion rising...

                                 JESSE
                  You have to listen to Lestat's
                  lyrics. They're amazing.
                          (MORE)

                                              (CONTINUED)

                                                                   21.

40   CONTINUED:    (5)                                                   40


                          JESSE (CONT'D)
                  Many of the references could only
                  be derived from years of research
                  in the Bibliotech de Paris, which
                  seems unlikely for a young rock
                  star in his early twenties. Plus
                  there are historical details
                  dating back hundreds of years
                  Lestat describes that don't exist
                  anywhere... except in our library.
                  He refers to Marius, the great
                  white lord, who ruled over a group
                  of islands off the Bay of Naples
                  in the late 18th Century. What
                  I'm trying to say here, and maybe
                  I'm not doing the best job of it,
                  is that Lestat may be the oldest
                  and most powerful vampire ever
                  documented!

     Jesse sees some of the Talamascans are again listening.
     But Talamascan #1 shakes his head...

                                TALAMASCAN #1
                  It doesn't make any sense. Why
                  would he be forecasting this to
                  the world? He's all but drawn a
                  map and marked an X. What
                  vampires hold sacred is keeping
                  their kind a secret. You never
                  name other immortals, tell where
                  their lairs are. They'd be hunted
                  down.

                                JESSE
                  Right. That's the best part.
                  Lestat's not afraid to piss them
                  off. He wants mortals and
                  immortals to know he's there, to
                  know he exists. I don't know
                  why...
                         (glancing at skeptical
                          Talamascan #1)
                  But this has never happened
                  before. Don't you see? He's a
                  one man revolution.

     All the Talamascans gaze at her a moment.       Jesse holds
     her breath. Has she gotten them back?

                                            (CONTINUED)

                                                                22.

40   CONTINUED:    (6)                                                40

                                TALAMASCAN #1
                  And this photo is your evidence?
                  It's hardly conclusive.
                         (snorts)
                  C'mon. It looks like the Blair
                  witch!

     The Talamascans burst out laughing, even Talamascan #2.
     Jesse gazes at them, her face burning red. She's lost
     them, blown it. Made a fool of herself.

     Her frustration rises, she can no longer contain it.       It
     bursts out of her.

                                JESSE
                  Fine. Well then, I guess I'll
                  just have to go back and get
                  better, more conclusive evidence!
                  Maybe you just can't unravel all
                  the mysteries of the world out
                  there, by sitting around all day
                  in a dusty old library in here!

     As they gaze at her, astonished, she gathers her
     materials, starts out. Several start shouting back at
     her. Amidst the uproar, a voice booms across the room.

                                 TALBOT (O.S.)
                  Jesse.

     Everyone turns. Quiets down. DAVID TALBOT stands in the
     back of the room. He's clearly the superior Talamascan,
     though younger than some, very charismatic.

                                 TALBOT
                  My office.   Now.

     He turns, walks out. All the Talamascans look at Jesse.
     It doesn't look good. Her face burning red, Jesse turns,
     leaves.

                                                      CUT TO:


41   EXT. METROPOLITAN BAR (LONDON) - NIGHT (SAME TIME)               41

     A line of hopefuls wanting to enter the exclusive club
     wait for the judgement of two BOUNCERS, one buff, one
     SLEEK.

                                             (CONTINUED)

                                                                23.

41   CONTINUED:                                                       41

                                 SLEEK BOUNCER
                  Okay, you, in. You. No...
                         (smiles at a sexy
                           girl)
                  You in...
                         (to UNATTRACTIVE GUY)
                  You, no.

                                UNATTRACTIVE GUY
                  C'mon, man, she's waiting for me
                  in there. She said she was
                  putting me on the list. My name's
                  Norman --

                                 BOUNCER #1
                  Yeah, yeah, right. Hey, get a
                  life, alright?
                         (to another sexy
                           girl)
                  You, in.

     Across the street, a figure in the shadows watches.


42   EXT. AROUND CORNER - JUST AFTERWARDS                             42

     Bouncer #1 is now making out with one of the young sexy
     girls he let in, trying to get a hand up her dress.

     A cold WIND suddenly blows, fluttering her skirt.    He
     looks up. A dark figure stands in the shadows.

                                BOUNCER #1
                  Hey, perv, get the hell out of
                  here.

     The figure steps from the shadows.    The Bouncer's face
     turns white.

     It's Lestat...

     The Bouncer starts to back way. The girl starts to
     scream. Lestat clamps his hand over the girl's mouth.
     To the girl...

                                 LESTAT
                  You.   In...

     He gestures to the club. The girl turns and runs for her
     life. As the Bouncer backs away, terrified, Lestat turns
     to him.

                                            (CONTINUED)

                                                                 24.

42    CONTINUED:                                                       42

                                  LESTAT
                           (softly)
                   You.   No.

      Lestat lunges like a phantom -- a flash of teeth -- as
      they FALL FROM FRAME, the distinct sound of BONE
      CRUSHING. Over this scene the BAND'S SONG rushes in.

                                                       CUT TO:


42A   INT. LESTAT'S LONDON HOUSE - THAT NIGHT                          42A

      Lestat enters. Dabs his mouth politely with a white
      handkerchief, the sound of the BAND practicing from
      below.


43    INT. LESTAT'S HOUSE (LONDON) - SOUND STUDIO - JUST AFTER         43

      Lestat and his band rehearse one of their numbers, music
      and voice melding into a grand, almost operatic harmony.


44    INT. CONTROL BOOTH                                               44

      Two SOUND ENGINEERS work the board.

                           SOUND ENGINEER #1
                   When's the concert?

                           SOUND ENGINEER #2
                   Four days.

                           SOUND ENGINEER #1
                   These guys are gonna kill.

      Behind them, Roger sits pensively watching.
      Surreptitiously, he glances down at a book on his lap --
      its title Vampires -- The Occult Truth. He talks on a
      phone.

                                  ROGER
                   Yeah, Phil. We'll need a limo
                   from the airport. I don't know
                   which airfield yet... I don't know
                   the arrival time either.
                           (MORE)

                                                (CONTINUED)

                                                              25.

44   CONTINUED:                                                     44

                          ROGER (CONT'D)
                         (sighs)
                  Yeah... I'll call you from the
                  plane... Nope, I'll tell the
                  driver where he's taking us... Hey
                  I don't even know myself... pick
                  up address in London?... Forget
                  it... you'd never find this place.
                  Christ we'll probably have changed
                  houses again by then... What can I
                  say, the guy's just...

     Shaking his head, Phil glances down at his vampire book.
     Looking back up he see Lestat now staring at him
     intensely while he sings.

                                ROGER
                         (softly)
                  -- just uh... shy... that's it...
                  shy.


45   INT. STUDIO                                                    45

     Lestat slides into a high "C" leaning into the
     microphone, catching his own reflection in the booth's
     window, and --

     CRACK -- GLASS SPLINTERS.

     Roger jumps out of his skin, stifling a cry.


46   INT. CONTROL BOOTH                                             46

                          SOUND ENGINEER #1
                     (dumbfounded)
                  Shit.


47   INT. STUDIO                                                    47

     James, Alex, and Maudy "whoop" with excitement.

                             JAMES
                  We rock.

                          LESTAT
                  Yes, I'd say I'm down with that.

     They all laugh.

                                JAMES
                  I'm ready for Los Angeles...

                                              (CONTINUED)

                                                           26.

47   CONTINUED:                                                  47

                                MAUDY
                  I'm ready for Death Valley.
                         (jazzed)
                  Two days till we go...

     THROUGH the broken glass we see Roger slump into a chair,
     his nerves totally frayed.

                          ALEX
                  Think we can call that a night.

     Unhooking their instruments, Alex and James start to pack
     up as Maudy slowly approaches Lestat and nuzzles his
     neck.

     He shivers with temptation. Her hand moves down the
     front of his pants. Lestat pulls her into his arms.
     Leaning into her neck he breathes in her scent, closes
     his eyes and... Suddenly opens them right at Roger who
     looks on, extremely perturbed. Smiling like the devil...

                          LESTAT
                  Oh, the sweet song of her blood.

     Roger stares on, terrified.

                          LESTAT
                  I'll hear it in my head all night.

     Gently letting Maudy go...

                             LESTAT
                  Roger...

     He goes directly to Roger, reaches into his open shirt,
     pulls out the crucifix around his neck.

                          LESTAT
                  I didn't know you were religious.

     Roger tries to laugh it off. Lestat sniffs the air. As
     Roger backs away, he turns to open the door, stumbles,
     cutting his hand on a fallen shard of glass. Blood
     trickles from the cut. Roger looks up at Lestat whose
     dark eyes stare intensely at Roger's blood. Roger
     quickly sticks his hand in his mouth. With a horrified
     expression, he realizes he's sucking his blood. He
     quickly heads out. But Lestat is faster and reaches
     into Roger's shirt pocket. Pulls out a clove of garlic.     Lestat
     shakes his head with a smile.

                             LESTAT
                  Roger...

                                            (CONTINUED)

                                                                 27.

47   CONTINUED:    (2)                                                 47

     Roger tries to laugh. Reaches for the garlic to put it
     back in his pocket. But Lestat grabs Roger's hand, blood
     trickling down his wrist. Lestat speaks intensely.

                          LESTAT
                  Be careful, Roger.   Very careful.

     Lestat walks away.    Roger exhales with relief.

                                                       CUT TO:


48   INT. TALBOT'S CHAMBER - SAME TIME                                 48

     A wood-lined room -- walls covered with books, artifacts,
     paintings. Jesse stands before Talbot. He fixes his
     eyes on her, pours her some coffee.

                          TALBOT
                  How's everything? You alright?
                  You sleeping okay?

                                JESSE
                  Yeah, I'm great. I just found a
                  vampire.

                                TALBOT
                         (considers her)
                  Jesse... you're taking this Lestat
                  stuff pretty seriously... why?

                                JESSE
                  Cause I think I'm on to something
                  pretty big. The most important
                  sighting Talamasca's had in
                  years...
                         (beat, sighs)
                  Jesus, I don't know, David... I
                  thought I was onto something...
                  Maybe I didn't see anything...

     Talbot takes in the dark circles around her eyes, how
     quickly she's emptied her coffee cup. He pours her
     more, smiles gently.

                                 TALBOT
                  You know we work in a really
                  strange field? The supernatural
                  is beguiling at times. It doesn't
                  like to just be observed, it is
                  only satisfied when it has drawn
                  us in completely. I know cause
                  I've felt these things myself.
                          (MORE)

                                             (CONTINUED)

                                                                    28.

48   CONTINUED:                                                           48

                          TALBOT (CONT'D)
                  That's what we have to resist, as
                  Talamascans...
                         (as a shadow crosses
                          his face)
                  It's not always easy.

                                JESSE
                         (leaning forward)
                  Talbot. C'mon. You know me. I'm
                  not freaking out on you. I'm just
                  onto what looks -- alright looked

                  -- like a good lead. You're the
                  one who taught me how to do all
                  this. You're the one who taught
                  me to keep pushing and pushing...

     He still looks at her with a penetrating glance.         She
     looks back at him.

                                JESSE
                  David. There's nothing else.
                  Nothing is 'beguiling' me,
                  alright? Nothing. C'mon.

     He gazes at her as she downs her whole coffee,
     registering her strong denial. He smiles at her,
     forcefully changes the mood.

                                 TALBOT
                  Alright.   Just checking...

     Jesse starts out. Looking down at papers on his desk,
     Talbot calls out, almost casually...

                                TALBOT
                  Well, all I can say is you're
                  really lucky you're not lying
                  dead in a gutter with two holes
                  on your neck.

                                JESSE
                  I'd be even luckier if that damn
                  picture came out...
                         (stops in her tracks,
                          turns back, gazes at
                          him, amazed)
                  Wait a second. So you do believe
                  me? You do think it's a vampire
                  coven.

                                                (CONTINUED)

                                                           29.

48   CONTINUED:    (2)                                           48

                                 TALBOT
                         (looks up, eyes
                          sparkling)
                  Yes. But not exactly for the
                  reasons you think. Though your
                  research is top-notch of course...
                         (smiles)
                  Come back here. I'm gonna show
                  you something.

     He goes to the paintings hanging on a wall in the back of
     his office, covered with black velvet. Jesse follows.
     He unveils them.

     They stand before an Eighteenth-Century painting. The
     interior of an enormous Italian villa. There's a man in
     his forties with long white hair, back to us, but his
     face is reflected in a standing mirror.

                          TALBOT
                  What do you see?

                          JESSE
                  They're all nightscapes. The
                  detail is amazing. Mid-1500s.
                  Florence.

                          TALBOT
                  Right. And what do you see in
                  this one?

     Jesse moves to the next painting. Another nightscape, a
     giant medieval tableaux, circa Bruegel.

                          TALBOT
                  And I know it's a Dutch pastoral.

     Jesse runs her finger across the faces, then stops on the
     face of a gentleman with long white hair watching the
     bloodshed of gory battles and the sacrifices of saints
     burned at the stake.

                          JESSE
                  This man is in both.

                           TALBOT
                  Right.   He's in all of them.

     Jesse moves to the next painting, then the next and the
     next, all nightscapes set and painted in the style of
     different eras, all featuring a portrait of the same
     white-maned man.

                                             (CONTINUED)

                                                              30.

48   CONTINUED:    (3)                                              48

                          JESSE
                  Have you --

                          TALBOT
                  Carbon tested? Yes. The
                  different paint samples are all
                  authentic. All painted at the
                  time of that particular style.

     Jesse stops at a contemporary self-portrait.

                          TALBOT
                  It's Marius, Jesse.

                          JESSE
                     (whirling around)
                  Marius?! From Lestat's lyrics.
                  I knew I was right.

                          TALBOT
                  Yes, you were. Good work.

     She smiles at him, victorious.

                                TALBOT
                  I've been personally tracing
                  him for decades. My little
                  obsession. The oldest vampire
                  ever documented. The closest
                  we've come to the original
                  vampire.

                           JESSE
                  What do you mean the original
                  vampire?

     Pointing to a larger depiction of a beautiful woman in
     Egyptian garb --

                          TALBOT
                  There's a Mesopotamian legend that
                  there once was a queen of Egypt,
                  Akasha, long before Tutankhamen or
                  Nefertiti. She was believed to be
                  the original vampire... Marius
                  himself dates back to 400 B.C...

     Jesse gazes at all the paintings, shaking her head in
     wonder, then speaks softly.

                                              (CONTINUED)

                                                              31.

48   CONTINUED:    (4)                                              48

                          JESSE
                  David, you've been tracking Marius
                  your whole life. Maybe he's out
                  there waiting for you right now.
                         (without looking
                          at him)
                  Don't you ever want to just go and
                  find him and --

     Talbot crosses to her.

                                     TALBOT
                  No. Jesus, we are not talking
                  about having a drink at the
                  Dorchester, Jesse. You know that.
                  Especially with the ancient
                  vampires -- the older they are,
                  the more powerful, the more
                  dangerous...

     He takes her by the arm, smiles down at her.

                          TALBOT
                  Anyway, you don't need to go and
                  stake out some club. Your time is
                  too valuable. I have something
                  far better for you...

                                   JESSE
                            (surprised)
                  You do?

     He steers her over to a locked cabinet.

                                TALBOT
                  Yes. And I'll tell you something.
                  I've never shown this to anyone.
                  No one else has proved themself
                  in the way you have.

                                JESSE
                         (touched)
                  Thanks. What is it?

     As he unlocks the cabinet...

                                TALBOT
                  Oh you're gonna love this.
                         (glancing at her)
                  Although I'm sure it will keep you
                  up nights to come with nightmares...

     He takes out an old leather-bound journal.    Turns to
     Jesse.

                                            (CONTINUED)

                                                               32.

48   CONTINUED:    (5)                                               48

                          TALBOT
                  Lestat's diary. I found it some
                  years ago. This is where you'll
                  find the answers you need.

     Jesse stares up at him in absolute awe, taking it in.
     Talbot gestures in the direction of the Talamascans in
     the library.

                                TALBOT
                  They don't need to know
                  everything, right?

     She smiles at him.    He gives her the diary.

                                JESSE
                  Thank you for this.

                                TALBOT
                  My pleasure. When I took you on
                  as an apprentice, I knew it was
                  the smartest thing I'd ever done.
                  Now you and I'll meet when you're
                  done... This will be our project...

     As Jesse goes out, holding the journal, Talbot smiles
     after her.

     But after the door closes, his gaze turns again to
     concern. He crosses back to the paintings, pauses a
     moment, staring up into Marius's eyes. Then Talbot
     covers each with the black velvet.

                                                     CUT TO:


49   INT. JESSE'S APARTMENT - NIGHT                                  49

     Jesse sits on the floor, curtains drawn, the room lit
     with candles. A LESTAT SONG plays in the b.g. She
     opens the journal.

                          JESSE
                  Je suis le vampire Lestat...
                     (a beat)
                  I am the vampire Lestat.


50   FLASHBACK - EXT. MEDITERRANEAN ISLAND - FULL SHOT               50

     A solitary paradise in a rough, nighttime sea.

                                            (CONTINUED)

                                                              33.

50   CONTINUED:                                                     50

                          LESTAT (V.O.)
                  It was the winter of 1788 and I
                  was brought to a Mediterranean
                  Island by the man who made me...

     A lightning flash illuminates a sprawling 18th-Century
     sea-front villa.

                          LESTAT (V.O.)
                  ... if a man is what you'd call
                  him.


51   INT. VILLA BEDROOM - NIGHT                                     51

     A great round room encircled with candles, their
     reflections flickering in the great glass windows braving
     back the outside STORM. A huge antique bed sits in the
     room's center, and on it... Lestat lays feverish and
     fitful, dressed in a soft linen nightshirt. His neck
     wears a swollen bite. Another flash of lightning
     suddenly jolts him awake. His hands feel the inflamed
     wound as he sees...

     An indistinct shape of a man dressed in draping red
     velvet, sitting asleep in a chair across the room. An
     easel stands before him, holding an unseen painting.
     Lestat rises out of the bed and grabs his clothes from a
     nearby Louis IV chair. He makes for a door when...

     Lestat suddenly stops. He looks back to see the painting
     that stands on the easel. It's a portrait of himself in
     ancient Roman garb, like the god Mars, complete with his
     blond hair and fiery blue eyes. Unable to help himself,
     he approaches the painting, completely fascinated by his
     own image, when suddenly...

     The sleeping man leaps up, grabs   Lestat unmercifully and
     again plunges his teeth into the   young man's neck.
     Lestat fights as best he can but   his strength is no match
     as he's slowly drawn down to the   floor. Finally...

     The strange man lifts himself up from Lestat's neck to
     reveal the face of the vampire MARIUS, the mysterious
     figure. Wiping his blooded mouth on his painter's
     cloth --

                            MARIUS
                  Lestat.    Welcome.

     Weakened and helpless, Lestat drags himself back across
     the floor in terror.

                                            (CONTINUED)

                                                            34.

51   CONTINUED:                                                   51

                          LESTAT
                  Who are you? Do I know you?

                          MARIUS
                  I'm unknowable by nature.

     Marius advances again on the young man...

                          MARIUS
                  But you may call me Marius.

     As Lestat keeps weakly dragging himself away.

                          LESTAT
                  I'm the lord of a great manor.
                  They'll send an army of men to
                  look for me.

                          MARIUS
                  I doubt they'll find you,
                  Lord De Lioncourt. You're a long
                  way from home...

     His strength leaving him, Lestat slumps flat on the
     floor.

                          MARIUS
                  You're weak... near passing. I
                  can barely hear your heartbeat.

                          LESTAT
                  I'll kill you!

     Marius smiles, impressed.

                          MARIUS
                  You really do fear nothing. It is
                  why I chose you. Because you
                  think things are possible which
                  aren't possible...

     Lestat stares at him, his eyes wide.

                          LESTAT
                  Chose me? For what?

                          MARIUS
                  My companion. Someone to share my
                  burden.

     Bending down, he gazes at Lestat.

                          MARIUS
                  You've lost a great deal of blood.

                                              (CONTINUED)

                                                              35.

51   CONTINUED:    (2)                                              51

                          LESTAT
                     (near tears)
                  I'm dying.

     Suddenly Marius draws a knife from a Roman sheath on his
     belt. With the last of his strength, Lestat grabs his
     attacker's wrist.

                          MARIUS
                  Then drink.

     Guiding Lestat's hand with the knife, Marius smiles and
     cuts his own arm, opening his veins. Lestat stares in
     true terror as Marius lets his blood drip onto Lestat's
     lip. Lestat pulls away as the blood slides into his
     mouth...

                          MARIUS
                  Good, is it not?

     And indeed... it does taste good. That's the new terror
     that's gripping him. He crosses himself and stares up
     into Marius's gentle eyes. Marius bends down, cups
     Lestat's chin.

                          MARIUS
                  Drink and live. You've been brave
                  enough for one night, my son.

     Marius brings his open vein to Lestat's lips. Lestat
     hesitates, but then suddenly... Feeds hungrily as
     Marius's face fills with the bond. He slowly sinks
     down to his knees as Lestat feeds and feeds. As
     Lestat drinks, a barrage of IMAGES flood into him...


52   IMAGES                                                         52

     of Marius's life through the ages... Impressionistic,
     subliminal burst of IMAGES, color... the glory days of
     the Roman Empire to this very moment flash by...


53   BACK TO LESTAT                                                 53

     He keeps drinking from the vampire Marius who gasps with
     the creation of his child.

                          MARIUS
                  Drink... drink and learn.

     Lestat's body grows stronger, his back arching up as he
     draws the "life" into him with full force, as... Marius
     begins to weaken, himself.

                                              (CONTINUED)

                                                              36.

53   CONTINUED:                                                     53

                          MARIUS
                  There... there... that will do.

     But Lestat keeps on feeding hungrily.

                          MARIUS
                  No... no more.   Lestat, no more!

     With one great move, Marius pulls Lestat off his arm and
     tosses him across the floor twenty feet away. Marius
     reels back, clamping his open vein with his hand as
     Lestat curls on the ground, gasping ecstatically from the
     rush.

     Slowly, Lestat starts to feel something. Pain begins
     travelling through his body, consuming him until he
     screams. Marius crosses to Lestat convulsing on the
     floor. He kneels and gently wipes his brow. Lestat's
     body thrashes as he grabs at his own limbs...

                          MARIUS
                  Don't be afraid, it's only your
                  body that dies...

     Wiping his brow as he dies...

     Then, Lestat's face still buried in his arms, he begins
     to laugh almost drunkenly. Raising his head, his
     metamorphosis is clear as his face pales and his eyes
     fill with a new kind of power.

                          LESTAT
                  More!

     Lestat smiles with red glistening lips.     A beat on Marius
     as he slowly smiles, too.


54   EXT. BEACH - NIGHT                                             54

     A million stars...

                          LESTAT (V.O.)
                  I impressed my maker with my
                  thirst for things. He set out to
                  educate me in the unknown. Taught
                  me all about the world, its hidden
                  history... and about myself.

     TILT DOWN to reveal an old fisherman who cries out as
     Lestat bites into his throat. Marius watches as the
     fisherman's body relaxes. He pulls Lestat away.

                                             (CONTINUED)

                                                            37.

54   CONTINUED:                                                   54

                          MARIUS
                  That's enough, my son... When you
                  feed, you must hold back from the
                  moment of death. You must never
                  take the last drop, or it will
                  draw you in and you will die...

     The fisherman is moaning. Looking down at the suffering
     victim, Marius swiftly snaps his neck and dumps him into
     a boat. He picks up an oar, and with vampire strength,
     drives it like a stake through the bottom of the boat.
     Water starts bubbling in.

                          MARIUS
                  Remember, there is wisdom in the
                  flesh, Lestat. A man wears his
                  history on his skin...

     Marius feels Lestat's gaze, turns to him.

                          MARIUS
                  I'm talking about humanity.

     As Lestat watches the water begin to fill the bottom
     of the boat...

                                     LESTAT
                  Humanity?
                     (snort)
                  We're murderers.

                          MARIUS
                  We're more than that. Their blood
                  that we take into us carries with
                  it life... their life, their
                  knowledge, their complexity.
                  Appreciate your prey, Lestat.

     Marius gazes at the fisherman, then, with vampire
     strength, shoves the boat far out into the ocean.


55   EXT. BEACH - NIGHT                                           55

     Below the brightest of summer night skies, Lestat and
     Marius walk along, talking intensely. The ocean appears
     to shimmer in the faint light of stars. In the distance,
     several bonfires burn on the sand, dancing figures
     gathered around.

                                              (CONTINUED)

                                                           38.

55   CONTINUED:                                                   55

                          LESTAT (V.O.)
                  My senses run amok, like a newborn
                  child. And as for my new powers,
                  I was beside myself with the
                  pleasure of it all...

                          MARIUS
                  The trick is to find the way to
                  face eternity head on. The
                  spirit can be annihilated by
                  boredom just as the body can be
                  destroyed by sun or fire. My
                  solace, my delight, is witnessing
                  the unfolding of human destiny...

     Lestat gazes at Marius's eyes dancing with intellectual
     fervor. As they walk, they pass a group of teenagers,
     just younger than Lestat, at a bonfire, dancing, laughing.

     Lestat gazes over at them as he and Marius pass, hidden
     in shadow.

                          MARIUS
                  ... From Christ to the Dark Ages
                  to the enlightenment, I've never
                  been able to divine what was coming.
                  That's what keeps me going -- I
                  can't wait to see what human
                  beings are going to do next...

     Lestat nods, taking it in. They pass another bonfire.
     MUSIC floats through the night. An OLDER MAN, 50, plays
     balalaika while his daughter, 18, plays violin with great
     passion.

                          MARIUS
                  Who could've predicted the
                  Enlightenment? Or Hannibal and his
                  elephants?

     Marius stops talking, turns. Lestat is no longer beside
     him. Marius turns back and sees Lestat standing in the
     shadows, listening to the music. The young woman, sensing
     something, turns towards Lestat in the shadows as she
     plays. Marius goes to Lestat, pulls him farther into the
     shadows.

                             MARIUS
                  Careful.

                                            (CONTINUED)

                                                             39.

55   CONTINUED:    (2)                                             55

                          LESTAT
                  But why must we hide, Marius? We
                  are the powerful, we are the
                  immortal. We should walk fearless
                  in the open!

                          MARIUS
                  Shhh. The life of a vampire is a
                  life of discretion. We must sleep
                  during the day, when we are
                  vulnerable to the sun. Mortals
                  must never know about us. It is
                  forbidden, for the sake of all our
                  kind.

                          LESTAT
                     (gazing at violin
                      player as it sinks in)
                  So I could never know her?

                          MARIUS
                  Not unless you wanted to kill her.

                          LESTAT
                     (beat, quietly,
                      intensely)
                  So I can never be known?

                          MARIUS
                  You're known by me. I granted you
                  that. There are others of our
                  kind... though most are solitary
                  creatures.

     Lestat's eyes fill with some existential realization.

                          LESTAT
                  My God...

                          MARIUS
                  Forget God. You're no longer in
                  his realm. Now we must leave.

     Relenting, Lestat starts to follow. But the music
     quickens. Lestat pauses, turns back. As if the music is
     calling to him.

     The girl still faces into the shadows towards him, and
     plays fast and wild, her fingers flying. Lestat stands
     there frozen to the spot. The music pulses through
     him. He gazes at her fingers, studying their intricate
     movements intensely...

                                               (CONTINUED)

                                                              40.

55   CONTINUED:    (3)                                              55

     Impulsively, Lestat goes back to them, hovers, his face
     still somewhat obscured by the darkness. Lestat starts
     clapping along to the music, exuberantly.

     The girl and Father smile, nod to him as they play.
     Marius, in the shadows, is fuming. Lestat's eyes fill
     with the moment, the girl's vitality. He notices that
     sitting on the ground by the girl are several
     instruments. Impulsively, he reaches over, picks up a
     violin. He studies the girl's playing again, then with
     his new powers, as if by osmosis...

     Begins to play with exactly her skill, exactly her
     movements.

     The girl and her Father laugh, delighted with this new
     musician. Lestat plays along with them, joyful,
     exhilarated. The girl's fingers fly. Lestat's fingers
     pick up speed. Faster. Faster. A glittering torrent of
     notes fly out of his violin as if made of gold.

     Unconsciously, Lestat steps closer to the music, into
     firelight. The Father and his daughter become less
     certain, as they gaze at Lestat's strange, pale, glowing
     skin, the luminous shine of eyes. But Lestat is
     completely taken by the music, the moment. The Father
     and the daughter, sensing something strange, stop
     playing. Lestat looks up. Sees terror in their eyes.
     The Father is slowly backing away, pointing in
     horror at Lestat.

                          FATHER
                  Fantasma!! Teras!!

     Lightning fast, out of the shadows, steps Marius. He
     grabs the Father. The girl drops her violin, turns, starts
     running down the beach to a bonfire in the distance.

                          MARIUS
                  Stop her, Lestat!

     Lestat turns to Marius, shaking his head no in horror.

                          MARIUS
                  You must!

     Lestat hesitates, then runs after the girl. She turns
     back, sees him getting closer, starts to scream...
     Lestat is suddenly in front of her with his hand over her
     mouth, covering her muffled scream.   Her struggle is no
     use against his strength. Reaching up to her neck, he
     touches it. He looks into her terrified eyes...

                                          CUT TO:

                                                              41.

56   EXT. ISLAND'S SOUTH SHORE - NIGHT                              56

     Marius kneels over the body of the Father on the island's
     deserted shoreline. Tosses him in a boat. Lestat gazes
     at the lifeless body of the girl. Marius turns to
     Lestat, furious.

                       MARIUS
               I will not have you put everything
               at risk! You will mind our laws!

     Picking up Lestat's victim, Marius tosses her into the
     boat as well.

                       MARIUS
               We remain in the shadows.   To do
               otherwise is a road to
               destruction...

     Marius turns to Lestat, who stands in silence, gazing at
     the girl and her Father.

                       MARIUS
                  (quietly)
               I see you still have a few
               lingering mortal emotions. They
               will serve you no good, Lestat.

     Lestat turns to Marius, shaking his head, speaks in a
     horrified whisper...

                       LESTAT
               My God, what have you done to me?

     Lestat turns again toward the bodies of the dead girl and
     her Father, his face filled with pain, enormous sadness.

                             LESTAT
                      (whisper)
               She's just a child... forgive me.


57   EXTREME CLOSEUP - LESTAT                                       57

     closes his eyes.   A violent VIOLIN STRAIN as we PULL BACK
     to see...

     Lestat standing alone in the bedroom, in a deep reverie,
     playing the girl's violin with incredible passion. His
     playing picks up speed as he works himself into a Pagnani
     furor...

                                           (CONTINUED)

                                                              42.

57   CONTINUED:                                                     57

                          LESTAT (V.O.)
                  The faces of my victims haunted
                  me, rising behind my eyes,
                  reminding me of my fate... I
                  played for days trying to expel
                  the last bit of my human
                  feelings... and face the cold,
                  dark wasteland of eternity...

     The violin dissolves into Lestat's ROCK MUSIC.


58   BACK TO JESSE (PRESENT)                                        58

     Reading the journal, listening to LESTAT'S MUSIC. She
     hears the lyrics... "Mine eyes dazzle, she died so
     young..." She looks up, her eyes fill with tears, moved
     by Lestat's loneliness. She gazes into the dark night...
     then turns, sees her camera...


59   EXT. STREET (LONDON) - LATER THAT NIGHT                        59

     Jesse moves steadily along the street past darkened
     warehouses. Several bonfires line the lane, illuminating
     rows of prone bodies, cardboard shelters, empty bottles.
     The drunks look up at her with dead eyes.


60   EXT. ALLEY - LATER                                             60

     Jesse goes deeper into a labyrinth of alleys, the street
     becoming darker with every step. In the distance she
     sees the blue light. Figures moving through the fog.
     Jesse moves slowly along a wall in the shadows trying to
     get a better look... Suddenly, out of the shadows, a
     BOTTLE SMASHES... She starts, quickens her pace...

     Runs straight into a bulky figure. A primal scream rises
     from her stomach. The figure is a homeless drunk, more
     scared than she is, who scuttles off quickly into the
     night. Jesse presses her back against the wall.
     Breathes. She inches around the corner...


61   EXT. WAVERLY ARMS - CONTINUOUS ACTION                          61

     ... and from the shadows, gazes at figures knocking on
     the solitary door in the wall up ahead, with the dull
     blue light mounted above. The slot in the door slides
     open. A moment later, the figures vanish inside.

     A moment later, two couples approach, dressed in black.
     Jesse takes a deep breath, then...

                                             (CONTINUED)

                                                              43.

61   CONTINUED:                                                     61

     ... falls into step behind them. One knocks on the door.
     A face peers out at the group. Steps back. The door
     opens. Jesse follows the couples in. The door shuts
     behind her.


62   INT. CLUB - NIGHT                                              62

     The music is part blues, part Kurt Weil, part Gothic,
     dark and ominous as if the pianist knew exactly the sort
     of trouble Jesse was in. The bar is comprised of
     elaborately-carved Chinese dragons, a TV mounted
     incongruously in the corner showing a silent Vampire
     Lestat video.

     Couples dance cheek to cheek, rotating like figures on a
     music box. Another couple is necking hot and heavy in
     the corner. Jesse stares at the patrons of this vampire
     coven. Many of the faces are unnaturally pale, gaunt.
     Their eyes shine with a strange, reflective light. Jesse
     moves through the tables, passing a mortal YUPPIE-TYPE
     sitting with a VAMPIRE GIRL he's obviously just met that
     night.

                          YUPPIE
                  Wow. This is the coolest after
                  hours club ever. You sure you
                  don't want a drink?

                          VAMPIRE GIRL
                  Soon.

     The Vampire Girl smiles, glances up at Jesse as she
     passes. Jesse looks away quickly, moves on... The
     pianist watches as she passes by. The couple necking in
     the corner begins to get even more aroused. A mortal
     girl sips on her drink while her lover, a vampire, kisses
     her shoulder, her throat...


63   UNKNOWN POV                                                    63

     Unaware that she is being watched, Jesse continues her
     circuit.


64   BACK TO SCENE                                                  64

     as Jesse approaches the bar where three PUNK VAMPIRES
     slouch, looking up at Lestat on the video.

                                                           44.

65   UNKNOWN POV                                                 65

     We watch the Punk Vampires and hear every word they say
     as the other SOUNDS FADE AWAY.

                       PUNK VAMPIRE #1
               Every coven's going...


66   REVERSE ANGLE                                               66

     REVEAL unknown POV. A vampire, face hidden behind a
     hood, seems extremely interested in what the Punk
     Vampires are saying.


67   BACK TO PUNK VAMPIRES                                       67

     A young girl dressed in Goth gear sits down at the bar.
     Punk Vampire #1 turns and smiles insincerely at her as
     she stares up at Lestat on the TV. Getting a sudden
     chill, the Goth girl takes her drink and moves back into
     the crowd as the vampire looks after her with murderous
     eyes.


68   JESSE                                                       68

     reaches the Punk Vampires. They fall silent as she
     pauses at the bar. She turns, stares at the necking
     couple...


69   JESSE'S POV                                                 69

     ... a brief glimpse of the tiny trickle of blood on the
     mortal girl's neck as she swoons... an even briefer flash
     as her vampire lover comes up for air, his lips and teeth
     shiny with blood...


70   JESSE                                                       70

     stares, horrified.


71   BACK TO SCENE                                               71

                       PUNK VAMPIRE #1 (O.S.)
               Come here often?

     Jesse turns to see Punk Vampire #1 leaning towards her.

                       JESSE
               Sure, all the time.

                                          (CONTINUED)

                                                               45.

71   CONTINUED:                                                      71

     The Punk Vampire pulls down her collar.

                          PUNK VAMPIRE #1
                  Don't see any marks.

                          JESSE
                  You haven't seen the rest of my
                  body.

                          PUNK VAMPIRE #2
                  Is that an invitation?

     Jesse finds herself surrounded by the three Vampires.
     She shakes her head, too frightened to get out a
     response.

                          PUNK VAMPIRE #3
                  So, where's your host?

                          JESSE
                  My host... oh he's here somewhere.

     She peers into the darkness, starts moving towards the
     door...

     Finds herself blocked by Punk Vampire #2.

                          PUNK VAMPIRE #2
                  Your host. What's his name?

     Jesse looks around, trying not to panic. Pale faces,
     pale eyes stare at her. A long, terrible pause...
     Suddenly --

                          JESSE
                  Marius...


72   HOODED FIGURE                                                   72

     leans forward, surprised, studies this strange mortal,
     fascinated.


73   BACK TO SCENE                                                   73

                           PUNK VAMPIRE #1
                  Sorry.   Don't know the guy.

     The Punk Vampires laugh.     Jesse desperately tries to
     cover her terror.

                                             (CONTINUED)

                                                          46.

73   CONTINUED:                                                 73

                          JESSE
                  Marius has the blood of the
                  ancients flowing in his veins.

                          PUNK VAMPIRE #2
                  There aren't any ancients left.
                  They all turned to dust...

                          JESSE
                  That's a myth. Marius is around
                  here somewhere...

     Jesse again heads for the door. But Punk Vampire #1 has
     appeared in front of her. She stares at him, terrified.

                          JESSE
                  You... you really should meet him.

                          PUNK VAMPIRE #1
                  And why is that?

     Jesse watches the other Punk Vampires slowly begin to
     close in on her. As she speaks, she slowly edges to the
     door...

                          JESSE
                  Because... because... he's wise, a
                  philosopher... he asks the big
                  questions. Like how are you going
                  to get through eternity? It's
                  easier for us mortals. Life is
                  brief, but for you...

     She inches toward the door, desperately stalling. Their
     white faces gleam menacingly as they close in. She
     struggles to get the words out...

                          JESSE
                  I mean... what can you really do
                  with immortality besides just slip
                  from one day to the next, trapped
                  in a void of meaninglessness,
                  relieved only by your next victim?
                  How do you not give in to despair
                  and just wither away from boredom,
                  hopelessness?

     The Punk Vampires pause, staring at her, as her words
     sink in. The hooded figure leans forward revealing his
     face...

     It is Lestat. He stares at Jesse, amazed. Jesse glances
     desperately at the door. It's just a few feet away now.

                                            (CONTINUED)

                                                             47.

73   CONTINUED:    (2)                                             73

                          JESSE
                  You know, it's like they say --
                  the more things change, the more
                  they stay the same. For you
                  that's forever, right?

     All around her, vampires are turning to look. The Punk
     Vampires stare at her, eyes narrowing. Jesse is now
     inches from the door. She can barely breathe. Punk
     Vampire #1 gazes at her, his confusion suddenly turning
     to anger.

                          PUNK VAMPIRE #1
                  You know, you're really a
                  downer...

     He bares his fangs. Jesse bolts out the door... PAN
     ACROSS vampire faces staring after Jesse TO Lestat
     who gazes at her, absolutely entranced. He watches the
     Punk Vampires head after Jesse.

                                               CUT TO:


74   EXT. ALLEY - NIGHT                                            74

     Jesse hurries up the alley. Breaks into a run. But the
     three Punk Vampires from the bar have somehow gotten
     outside. They land in front of her, beside her, behind
     her. Heart racing, she shakes with fear. They close in,
     smiling.

                          PUNK VAMPIRE #3
                  Now this isn't gonna hurt.    You
                  might even enjoy it...

     He runs his hand up and down her body. Jesse starts to
     shake. She breaks out in a cold sweat. The others grin.
     He picks her up by the throat. Her legs flail in the
     air...

     Suddenly, the two vampires turn and hiss like cats. Jesse
     hits the flagstones hard with a grunt. She gasps for
     air, looks up as the vampires are hurled out of the alley
     by an invisible force. Jesse alone, turns, still woozy.
     Finds herself staring at...

     Lestat...

     Jesse's eyes open wide, entirely stunned.

     He drinks her in with his eyes, marking the soft paleness
     of her skin, her long, red hair, the flush on her cheeks,
     her pulsing jugular.

                                               (CONTINUED)

                                                             48.

74   CONTINUED:                                                    74

     Jesse stares into his entrancing grey eyes, tries to
     gather herself together, half fearful, half titillated.
     They gaze at each other, the air suddenly electric.

                          JESSE
                  You saved me.

                                LESTAT
                  Perhaps... So you know Marius...

     Jesse notices her rucksack cast aside by the Punk
     Vampires -- Lestat's journal sticks out. She glances at
     Lestat. He mustn't see it. She steps away, tries to
     distract him.

                          JESSE
                  I know a lot of things.

     He gazes at her. Moves closer, breathing her in, making
     her flustered. He smiles.

                          LESTAT
                  Not how to stay alive apparently.

                          JESSE
                  Well I guess we've got that in
                  common. Although I think I'm a
                  little ahead in the race here.

                          LESTAT
                         (a beat, surprised
                          at her brazenness)
                  Well, I can fix that.

     He circles her. Jesse is shaking, terrified. Enjoying
     the game, Lestat smiles, moves closer. But Jesse suddenly
     blurts out.

                          JESSE
                  'Mine eyes dazzle, she died so
                  young.' It's about the girl with
                  the violin, isn't it?

     That stops Lestat. He gazes at Jesse, surprised.
     Recovers his composure. Stares at her intensely,
     regarding her anew.

                               LESTAT
                  Is it? And what else do you think
                  you know?

                                               (CONTINUED)

                                                           49.

74   CONTINUED:    (2)                                           74

                                JESSE
                         (desperate,
                          stalling)
                  I... I think you're a lot like
                  Marius, Lestat.

                                 LESTAT
                          (staring into her
                           eyes, probing)
                  Am I?   Tell me all about it.

                                JESSE
                  You're... you're both artists.   He's
                  a painter. You're a singer...

     As she speaks, Lestat guides Jesse over to a pile of
     crates. She stares at some beer bottles shattered on
     the top of one. He guides her hand downward, closer to
     the shattered glass.

                                 LESTAT
                  Is that so?   What I do is art, is
                  it?

                                JESSE
                  Yes... From nothing... you try to
                  create... something beautiful...
                         (shaking now as her
                          hand gets closer
                          and closer)
                  ... out of the... the cold, dark
                  wasteland of eternity...

     He stares at her, the words oddly familiar, then scrapes
     her finger along the bits of broken glass, gravel. She
     gasps with pain...

     Lestat gazes at the drops of blood that appear,
     glistening on Jesse's finger...

                                LESTAT
                         (softly)
                  Something beautiful...

                                JESSE
                         (quickly)
                  But... but Marius isn't a rebel.
                  You're different in that way. You
                  don't want to hide, follow the
                  laws, concealed in the shadows
                  like some insect. You... you
                  still want to walk with the
                  living, don't you, Lestat?

                                             (CONTINUED)

                                                                   50.

74   CONTINUED:    (3)                                                   74

     He stares into her eyes, slowly brings her bleeding
     finger toward his mouth.

                                LESTAT
                  Well, I'm not hiding now, am I?

     As her bleeding thumb gets closer and closer to his
     mouth...

                                JESSE
                  No, but the only time you're not
                  really alone is when you kill...
                  But, Lestat, you can't help it...
                  it's not your fault... He made
                  you this way...

                                  LESTAT
                           (with her blood on
                            his lips, shakes
                            his head)
                  Ah.    Poor, poor me...

     As he brings her finger closer and closer to his mouth.

     Their eyes bore into each other, he stares at her rosy
     cheeks, the cold sweat on her forehead, taking in her
     remarkable, if foolhardy daring. Her eyes gazing
     straight into his...

     He brings her bleeding finger into his mouth.       She may
     swoon.

     Lestat's eyes burn as he tastes her for mortality, her
     fragility a brief second, listening to her blood.
     there's something there that surprises him as he gazes
     at this mortal girl. He feels something. Desire...

     Then her blood speaks to him as Lestat's eyes fall on her
     rucksack. He sees the journal. It all falls into place.

     Lestat's lip curls in anger. He shoves Jesse away.
     Wipes his mouth. The mood suddenly changes.

                                LESTAT
                  Well, Talamascan, you're certainly
                  a very clever librarian, aren't
                  you?

     She stares at him, found out. He turns from her,
     laughing, but not the kind of laugh to make Jesse
     think all's well.

                                                (CONTINUED)

                                                               51.

74   CONTINUED:    (4)                                               74

                                LESTAT
                         (shaking his head)
                  How sad, you people always trying
                  to know the unknowable... So, was
                  it a good read? My diary.

     Jesse slowly nods, admitting to all.    He shakes his head.

                                LESTAT
                  Talamasca's been following me for
                  years. I've never known one to be
                  so brave. Or is it just foolish?

                                JESSE
                  I... I'm only an apprentice.

     He waves her off, dismissive.

                                LESTAT
                  Go. I'm through with you. Your
                  kind never satisfies my thirst.

     He turns, walks away. Jesse lets out a sigh of relief,
     then stares after him. She hesitates, then suddenly
     calls out:

                                JESSE
                  Does anything, Lestat?

     A pause in his gait. But he keeps walking away.       Jesse
     hesitates again, but still calls out.

                                JESSE
                  I mean, what's the point of coming
                  into the light if not to have
                  someone really know you?

     But he keeps going.    She takes one last chance --

                                JESSE
                  You want the world to see you're
                  real, don't you, Lestat? Don't
                  you? Well, here I am!

     Suddenly Lestat spins. Stares at the fragile mortal girl
     risking everything. Flash. Jesse gasps.

     He now stands right before her. He grabs her, pulls her
     to him close, tight, hard. He could just snap her neck
     and be done with it.

                                            (CONTINUED)

                                                                52.

74   CONTINUED:    (5)                                                74

                                LESTAT
                  You better just stick to your
                  books, Talamascan. 'Cause you
                  have it all wrong. I love all
                  this. I delight in it. The
                  dark, dreary world I went to
                  sleep in has burnt itself out and
                  been replaced by the 20th Century
                  -- can you imagine my joy at
                  waking up to discover such a
                  world? It has outdistanced my
                  wildest dreams of it. I scream of
                  good and evil, and mortals stand
                  and cheer. I adore being back in
                  action... every moment, every
                  single drop of it! Now consider
                  yourself exceedingly lucky and go!

     He pushes her away.       She gasps, humbled by his physical
     power.

     She retrieves her rucksack. Starts away. As she
     reaches the end of the alley, she pauses, takes a breath,
     turns back, daring everything.

                                   JESSE
                  Lestat!

     He turns back, stares at her, astonished.

                                JESSE
                  There's something you left out of
                  your diary.

                                   LESTAT
                            (amazed)
                  What?

                                JESSE
                         (stares right into
                          his eyes)
                  You kept her violin, didn't you?

     A beat, then Lestat shakes his head, laughs at the
     absurdity of what she's saying. But Jesse is undaunted.

                                JESSE
                  Hey, it's okay. I understand...
                         (softly)
                  After all, it's only human.

                                               (CONTINUED)

                                                              53.

74   CONTINUED:    (6)                                              74

     That stops him. Their eyes bore into each other again.
     Electric. Then Lestat hisses at her, the inhuman sound
     filling the alley. Lestat lunges, fangs bared. Jesse
     screams. Turns. Runs. Finds herself --


     EXT. BUSY STREET - CONTINUOUS ACTION

     In the midst of traffic on a busy street.     People walking
     by.

                                  JESSE
                  Jesus Christ.

     She stands there a moment, happy, amazed to be alive.
     Then it sinks in. She realizes -- Lestat let her go.

     She glances back at the alley, but Lestat is gone.

     She brings her finger to her mouth, slowly sticks it in,
     tastes her own blood, shivers with fear -- and something
     else -- desire.

     What she doesn't see is...

     Lestat in the shadows, silently watching her. He gazes
     at her youth, her bright eyes, her daring, her mortal
     passion. She has affected him.

     He watches as she turns and runs away.

                                                    CUT TO:


75   INT. LESTAT'S HOUSE (LONDON) - NIGHT                           75

     The CAMERA TRACKS WITH two young GROUPIES as they walk
     through the lavish palace.

                                GROUPIE #2
                  I heard that Lestat keeps all
                  these girls in all his wine
                  cellars, and it's really nice,
                  and they give you food and
                  cable and weed.

                          GROUPIE #1
                  Oh, please...

                           GROUPIE #2
                  That's what I heard. But you have
                  to let him suck you on your neck
                  whenever he wants. Doesn't sound
                  too bad.

                                            (CONTINUED)

                                                            54.

75   CONTINUED:                                                   75

                          GROUPIE #1
                     (grins)
                  We've done worse.

                                GROUPIE #2
                         (giggling)
                  Damn straight... Hey, do you
                  remember that cute guy's name at
                  the Kid Rock concert? The one
                  behind the bathroom.

                                GROUPIE #1
                  Oh yeah. Let me think... his
                  first name was Blow. And his
                  second name was Me, I think.

     They crack up.


76   INT. LESTAT'S BEDROOM - NIGHT                                76

     Lestat enters the bedroom. Behind him, Lestat's dressing
     room stretches off into the distance, rows of beautiful
     suits made from the finest wools and silks. The
     gradation of colors is spectacular. Peering out at the
     near-dawn light, a look of loneliness clouds his face.

     He crosses to the closet. Opens a panel to reveal a
     safe. Stares at it a moment. Punches in the code. It
     swings open to reveal something wrapped carefully in
     black velvet. Lestat unwraps it delicately. It's the
     ancient violin.

                          LESTAT
                     (softly)
                  Clever, clever librarian.

     He quickly puts the violin back, closes the safe door.
     He shakes his head, tries to laugh it off. But a shadow
     remains on his face. Lestat hears a gasp. Turns. Roger
     has just entered.

                          ROGER
                  I didn't see you come in.

                          LESTAT
                  No, Roger, you wouldn't have.

                                ROGER
                  So this house is fine I assume.
                  To your liking?

                                 LESTAT
                  Yes.   For the moment.

                                              (CONTINUED)

                                                               55.

76   CONTINUED:                                                      76

                                ROGER
                  We'll be here for what?    A week
                  you think?

                                 LESTAT
                  Well... I wouldn't unpack if I
                  were you.
                                 ROGER
                         (sighs)
                  Right... the... girls you asked
                  for. They're in the guest wing.

                           LESTAT
                  Ah.   Yes.

     Lestat gazes at the door, pensive.

                          ROGER
                  Do you want me to take them home
                  later?

     Lestat smiles at the clumsy attempt to protect the girls.

                          LESTAT
                  No, thank you, Roger. I'll make
                  sure they're taken care of.

     Roger nods, trying to hide his nervousness.      Lestat
     smiles...


77   INT. LESTAT'S GUEST WING - SOON AFTER                           77

     CAMERA MOVES OUT INTO the lavish room TOWARD the two
     girls who are now dreamy, floating with the effect of the
     joint they are smoking. REVEAL Lestat as he approaches
     the girls. Looking up, they smile childishly at their
     host, then fall about laughing.

                          LESTAT
                  I don't think we've met.

                          GROUPIE #1
                  Oh my God... It's really you,
                  isn't it?

                          GROUPIE #2
                  We want to be your slaves.

                          LESTAT
                  Of course you do.

     He smiles.    She offers a joint.

                                               (CONTINUED)

                                                                56.

77   CONTINUED:                                                       77

                          GROUPIE #1
                  Want some?

     Lestat calmly shakes his head.

                             GROUPIE #1
                  Want me?

     Circling the couches, he just smiles.

                          GROUPIE #1
                  You hungry?

                          LESTAT
                  I'm always hungry.

                          GROUPIE #1
                  We've got the munchies?    You got
                  any food?

                          LESTAT
                  Vampires don't eat... food.

     The girls laugh nervously.       Lestat laughs dangerously...

                                GROUPIE #1
                  You hungry for something else?

     She opens her legs provocatively. Pacing across the
     room, he stands before the girls. He curls his finger
     around the first groupie's hair when a shadow crosses
     his face.

                          LESTAT
                  Mine eyes dazzle, she died so
                  young.

                             GROUPIE #1
                  Huh?

                          LESTAT
                  It's a very old poem of mine.

     Losing enthusiasm, Lestat walks away and drops himself
     onto a couch. With a clap of his hands, the TV switches
     ON. He silently watches one of his video clips.

     The girls glance at each other, then, giggling, crawl
     over toward Lestat. Groupie #1 slides her hand slowly
     up his leg.

                                GROUPIE #1
                  C'mon, don't you want to have
                  some fun?

                                               (CONTINUED)

                                                             57.

77   CONTINUED:    (2)                                             77

     She reaches for his belt. But he recoils at the touch
     and slides off the couch onto the floor with grace.

                          LESTAT
                  Don't do that.

                          GROUPIE #1
                     (giggling)
                  Are you ticklish?

                          LESTAT
                     (deadpan)
                  I'm very ticklish.

     The Second Groupie giggles as well...

                                GROUPIE #2
                  Hey, you ever been tickled by four
                  hands at once? Hey, can you take
                  both us, Lestat? What'd'ya think?

     And at once they both start after Lestat on all fours
     to tickle him. He gazes at them, torn, then laughs at the
     sight and gets down on...

     All fours as well as he leads them around the room in a
     childish game.

                                   LESTAT
                  I don't know.     Let's see.

     They try to tickle him but he stays just a few feet ahead of
     them the whole time. The girls giggle as they pursue...

     Lestat crawling just   ahead of them across the floor
     and... Up the wall.    The teenagers keep giggling as they
     watch him ascend the   wall like a spider. They can't
     believe what they're   seeing as...

     Lestat reaches the wall's top and now crawls upside-down
     across the ceiling. The girls begin to giggle and half-cry...
     as they arch their necks all the way back to see...
     Lestat crawling down the opposite wall. The girls sit
     open-mouthed with terror as Lestat reaches the ground --

     He heads straight for them.

     The girls begin to scream... SCREAMS CONTINUE OVER...

     BLACKNESS.

                                                              58.

78   INT. CORRIDOR - SAME TIME                                      78

     CLOSE ON Jesse, her face bright, walking quietly, talking
     intensely on a cell phone.

                       JESSE
               You're right, David. The journal
               has everything in it.

                       TALBOT (V.O.)
               I knew you'd appreciate its
               scientific significance.

                        JESSE
               David, listen...
                  (struggles a moment)
               I'm going to Los Angeles for the
               concert.

                        TALBOT (V.O.)
               What?   You are not! I forbid it.

                       JESSE
               David, I... I talked to him...
               Look I'm sorry. But I... I have
               to see what's out there with my
               own eyes. I'm onto something. I
               just don't know what yet... I have
               to find out...


79   INT. STUDY - ON TALBOT                                         79

     Holding the phone, stunned.   He leans forward, speaks
     intensely, his face grave.

                       TALBOT
               Jesse, you listen to me very, very
               carefully now. You are no longer
               seeing things clearly. Your
               emotions are clouding things.


80   BACK TO JESSE                                                  80

                       JESSE
               It's not emotion. It's
               instinct... I'll return when I
               have my findings. Good-bye.

                       TALBOT (V.O.)
                  (angry)
               Jesse, wait!

     She hangs up. Can't quite believe what she's doing.
     REVEAL Jesse is heading for a boarding gate at Heathrow
     airport. She hands over the ticket, boards the plane.

                                                              59.

81   DAVID TALBOT                                                   81

     in his inner sanctum. He looks at all the paintings.
     His neat, protected world. It's as if Marius is taunting
     him. He slams his fist down in fury. Stares at the
     rising dust.


82   INT. PLANE - NIGHT                                             82

     Jesse puts on headphones, listens to LESTAT'S MUSIC.   As
     she opens the journal, LESTAT'S MUSIC DISSOLVES INTO
     VIOLIN...


83   FLASHBACK - INT. VILLA - BEDROOM - LESTAT                      83

     Lestat standing alone in the bedroom in a deep reverie,
     playing the violin, with incredible passion.

     His playing picks up speed, the bow bending across the
     strings with a maestro's speed and precision.

                             LESTAT (V.O.)
               Yes, Marius was impressed with my
               thirst for knowledge... But it

               turned out that there was such a
               thing as knowing too much. There
               were things Marius was not yet
               ready to teach me... and Marius
               and I parted ways.

     Suddenly, the bow flies out of his hand and slides across
     the floor, jamming itself under an old bookcase. Lestat
     comes out of his spell, walks across the room to the
     bookcase, bends down to cleave the bow out from under it.
     Having difficulty, he pushes back an old rug on the floor
     when he sees something...

     Carved into one of the floorboards is an Egyptian eye
     with a hole dug out of its iris. Stepping aside, he
     realizes he is standing on a manhole. A beat ON Lestat
     as he thinks... Poking his finger through the hole of the
     Egyptian eye, he lifts the manhole to reveal a steep set
     of steps leading down into the villa's basement.

                          LESTAT
               Marius!

     No answer. Lestat looks around wondering what to do.
     Taking a candelabra off the table, he ventures down the
     stairs, peering down into the darkness.

                                                             60.

84   INT. MARIUS'S VILLA - SECRET STAIRCASE - NIGHT                84

     Lestat negotiates a circling flight of stone steps,
     winding its way into the lowest bowels of the villa,
     still carrying his violin.


85   INT. MARIUS'S VILLA - UNDERGROUND PASSAGEWAY                  85

     Lestat finds himself facing a steeply descending
     passageway that stretches into darkness. He tests the
     stones ahead of him with caution...

     Suddenly, the sconces along the passageway come to
     life... In quick succession, they flare up and burn with
     an unnatural intensity. Lestat, struck with curiosity
     and wonder, puts down his candelabra and ventures forth.
     We FOLLOW Lestat as he rounds the corner and stops.
     There is an open foyer area leading to two great wooden
     doors, held firm by a tree-sized carved wooden bolt that
     bars the doors shut from the outside.

     Suddenly, the BOLT flies up and SPLINTERS with a
     SHRIEKING CRACK. The doors fly open revealing a bright
     light from within... Lestat, apprehensive, continues
     towards the open doorway.


86   INT. SANCTUARY - CONTINUOUS ACTION                            86

     Lestat enters, squinting through the bright light from
     scores of burning sconces. At the far end of the
     sanctuary Lestat makes out the shape of two statues,
     an Egyptian man and an Egyptian woman sitting stone
     still, seemingly staring straight at him, AKASHA and
     her King, ENKIL. We recognize Akasha from the sketches
     in Talbot's office. Stepping closer, they appear not to
     be statues at all but rather alabaster humans with the
     palest skin imaginable. His eyes widen at the sight of
     their clothes -- the most valuable Egyptian finery;
     bracelets of gold, headdresses of incredible gems,
     clothes of silk. Staring up into their faces, Lestat
     is struck with the realization...

                       LESTAT
               They're... alive.

     Lestat is drawn to the woman -- her form and beauty is
     exquisite even in its absolute stillness. As if this
     statue had just asked him to play, Lestat holds out his
     violin.

                       LESTAT
               Would you like me to play for you?

                                          (CONTINUED)

                                                            61.

86   CONTINUED:                                                   86

     Her eyes still bore into him. Lestat smiles.   He raises
     his violin and begins to play.

     The song of the VIOLIN ECHOES around the walls...

     Lestat plays, with increasing abandon...

     Akasha and Enkil sit frozen...

     Lestat plays and plays, lost in the music.   He throws a
     glance up at the throne and stops...

     Akasha is moving...

     Slowly, her eyelids pull back to reveal pale green eyes.

     Lestat stares in amazement... Her arm rises up, her wrist
      extended outward towards Lestat. The pulse of a
     HEARTBEAT begins... Lestat moves toward her as if
     beckoned. A green vein appears beneath the marble
     surface of her skin. The vein pulses as the blood
     courses around. The HEARTBEAT POUNDS LOUDER, DEEPER.

     The sound fills Lestat's head as he is drawn closer to
     Akasha's wrist. Lowering himself, as if genuflecting,
     Lestat bends closer to the vein which looks like the very
     font of life to him...


87   EXT. VILLA ROOF - NIGHT (SAME TIME)                          87

     Marius sits under the stars, painting, when his hand
     begins to tremble... Suddenly, he drops his brush,
     startled by some unexpected feeling that passes through
     him. He stands bolt upright as a frightening GUST of
     WIND sweeps across him.


88   BACK TO SANCTUARY                                            88

     Lestat sinks his teeth into Akasha's vein, drawing in the
     unimaginable font. A burst of image and color floods
     into him, as...


89   LESTAT'S IMAGES                                              89

     of Ancient Egypt... power... supremacy... slavery... all
     impressionistic, subliminal... the bright burning sun, red
     lips, blood spurting like a fountain...

     END OF IMAGES.

                                                           62.

90   MARIUS                                                      90

     in the sanctuary, hovering over Lestat, who lays on the
     stone floor in a catatonic state, staring. Marius looks
     down upon him, the sconces above blazing high with
     flames. Marius's VOICE ECHOING furiously...

                       MARIUS
               What have you done, Lestat?
               Lestat!


91   INT. MARIUS'S VILLA - NIGHT                                 91

     Lestat lays in bed, feverish, his skin paler than ever.
     At the foot of the bed stands Marius.

                       MARIUS
                  (quietly)
               Lestat?

     The young vampire's eyes bulge open in the grip of some
     incredible sensation, smiling the most wicked of smiles.
     Lestat's chest heaves upward, pulling his body with it,
     only to be jerked back by the manacles that hold him to
     the bed.

                       LESTAT
               More!

                       MARIUS
               I don't think so, my little lord.

     Lestat writhes with a physical delight that is almost
     painful. Lestat realizes he is shackled to the bed with
     manacles and chains. Struggles against them.

                       LESTAT
               Let me go!

                       MARIUS
               No. You've drunk the purest
               blood. Seen the oldest of things
               -- far too much for one as young
               as you. You've been unconscious
               for days.

                       LESTAT
               God, her blood is like liquid
               fire.
                  (squirms)
               Who are they?

                                          (CONTINUED)

                                                                63.

91   CONTINUED:                                                       91

                          MARIUS
                  She... she is your mother, my
                  mother... Akasha, the Queen of all
                  who are damned. And he is her
                  King.

                          LESTAT
                  Release me!

     Lestat struggles with all his might. One of his manacles
     splits, releasing a leg. Marius stares, surprised.

                          MARIUS
                  She made you quite powerful.
                     (withdrawing a saber
                      from its sheath)
                  Don't make me use this!

     Lestat still struggles.       The manacles strain.

                          LESTAT
                  Marius, please, just one more
                  time. I felt the sun. The light,
                  Marius, the light!

     Suddenly pressing the knife to Lestat's throat --

                          MARIUS
                  Lestat, listen to me! I have
                  watched over Akasha and her King
                  for 2000 years! They must never
                  awaken!

     Lestat stares up at him.

                          MARIUS
                  Akasha and her King nearly drank
                  this earth dry when they ruled
                  over Egypt. They drank until
                  they lost their will to drink.
                  They became living statues. And
                  yet Akasha still sustains the
                  life force of all vampires. It
                  is believed what happens to her,
                  happens to all of us.

     Lestat gazes up at him, taking it in.       Marius moves
     slowly away.

                                               (CONTINUED)

                                                                64.

91   CONTINUED:    (2)                                                91

                          MARIUS
                  If she were ever to rise, she
                  would again desiccate the earth!
                  She has no respect for anything
                  except the taste of blood.
                  Immortal and human alike...

     Lestat roars and struggles against his manacles.

                          LESTAT
                  You'll not stop me...

     Marius stares at him, shocked.

                          MARIUS
                  I hear her blood in your voice...
                  In all the years I've cared for
                  them, not once have they moved...

                          LESTAT
                  Until tonight. And she chose me!
                  Me! Never you! You'll not stop
                  me!

     Marius moves at super-speed, grabs Lestat by the neck,
     and pins him down.

                          MARIUS
                  You are part of a great coven!
                  You take responsibility for your
                  kind!

                          LESTAT
                     (snarls)
                  I must have more!

     Lestat, lost, looks at Marius, his eyes intoxicated with
     Akasha's blood. Marius steps back. Looks at his
     fledgling with great sadness, anger, disappointment.

                          MARIUS
                  I chose you for your bravery, but
                  I was wrong. You know only
                  selfishness. I can no longer trust
                  you... It gives me no pleasure to
                  look upon what I have created.

     Marius turns his back on Lestat.     Lestat stares after
     him.

                                                              65.

92   INT. MARIUS'S VILLA - NEXT DAY                                 92

     THROUGH the balcony we see the last warm colors of the
     sunset vanish into the blue of night. Lestat awakens,
     his manacles removed. He stretches, shakes his head, as
     if clearing his head, but something causes him to stop...
     Something has changed. Marius's paints have gone. Some
     of his paintings remain, but his easel and paint boxes
     are removed, leaving splattered outlines on the faded
     marble floor.

                         LESTAT
               Marius!

     No response.


93   INT. MARIUS'S VILLA - SECRET STAIRCASE                         93

     Lestat runs down the staircase, which is dark except for
     the candelabra in his hand.


94   INT. MARIUS'S VILLA - UNDERGROUND SANCTUARY                    94

     Lestat throws open the doors and enters to find... Akasha
     and Enkil have been taken, as have the thrones and most
     of the royal paraphernalia.

                         LESTAT
               Marius!    Please!


95   EXT. MARIUS'S VILLA/BEACH - NIGHT                              95

     Lestat runs down the beach, the sand showing no
     footprints.

                       LESTAT (V.O.)
               Many times since, I have called to
               Marius. I howled into the night
               in loneliness and pain.

     Lestat screams into the darkness, filled with despair,
     grief. He disappears off into the night.

                       LESTAT (V.O.)
               But there was no answer -- just
               the endless procession of days,
               months, years... My teacher left
               me to my darkest lesson -- that in
               the end, we are alone.

     Lestat looks up from feeding on a mortal. Wipes the
     blood from his mouth, gazes into the dark night.

                                                               66.

96    INT. PLANE - NIGHT (PRESENT)                                   96

      Jesse closes the journal, her eyes wide with the new
      knowledge of Lestat's past. She sits there a moment,
      speechless, then stares out at the vast, black night.

      TILT DOWN TO:


97    EXT. HOLLYWOOD SIGN (LOS ANGELES) - NIGHT                      97

      SUPERIMPOSE:    LOS ANGELES

      PAN DOWN to Lestat standing on the edge of a very high
      fence high above the sparkling lights of downtown,
      gazing into the dark night. The fence encircles his
      Hollywood Hills home, a high-tech modern version of a
      medieval fortress of steel and glass, hidden deep in
      the canyon, his only neighbors, chaparral and coyotes.

      Lestat closes his eyes as if listening to something. As
      we PULL BACK again, and RISE UP INTO the sky, a LESTAT
      SONG begins to play and magically we are in the MUSIC
      and with a visual splash we are... MOVING SWIFTLY ACROSS
      the globe with the MUSIC -- as we CUT ACROSS the world
      INTO the west and INTO... The night fallen over Asia
      where we soon find ourselves in...


98    ASIAN FACTORY                                                  98

      where LESTAT'S MUSIC plays for the evening       shift over a
      sweatshop BOOM BOX.


99    INDIAN MARKETPLACE                                             99

      where LESTAT'S MUSIC plays from SPEAKERS in a shop
      window. We TRAVEL WESTWARD TO...


100   ANCIENT GRAVEYARD                                              100

      where the... Ground splits open before our very eyes.
      From out of the dirt, a beautiful teenage boy stands
      naked...


101   VAMPIRE ARMAND                                                 101

      He pulls the pieces of a worm-eaten coffin from his
      person, as the MUSIC travels further to...


102   MASSIVE ANCIENT STONES                                         102

      parting as another resurrected figure rises from the
      darkness and reveals itself to be...

                                                            67.

103   VAMPIRE PANDORA                                              103

      With one self-assured twist of her head, she shakes the
      red dust from her hair to reveal long curling black
      tresses falling down over her dark-skinned shoulders.
      The MUSIC travels further to...


104   PORTABLE RADIO                                               104

      held by a camel driver camping out in the Sahara Desert.
      His CAMEL BRAYS fearfully... The camel driver stares
      before him, drop-jawed and terrified, and we now see what
      he sees...


105   CAMEL DRIVER'S POV                                           105

      A corner stone of a desert sarcophagus begins to move, as
      a figure in tattered rags emerges from the sarcophagus and
      unbandages his face and neck, shakes the sand from his
      hair and eyes to reveal a skeletal form with white
      leathery skin bulging with strange blue veins...


106   BACK TO SCENE                                                106

      The VAMPIRE KHAYMAN offers the driver a polite smile.
      The driver faints back into the sand as the camels bolt
      off. And still LESTAT'S MUSIC plays as we finally END UP
      AT...


107   SANCTUARY OF AKASHA AND ENKIL                                107

      An OVER the SHOULDER SHOT of Enkil sitting motionless in
      his throne, not resurrecting at all. Akasha and her
      throne remain O.S. We MOVE CLOSER to reveal... Enkil's
      throat gapes, torn open, and whereas before his skin
      was pale, it's now a chalkish powder. And next to him...
      Akasha's throne sits empty. A god again walks the earth.
      A GUST of WIND suddenly blows and Enkil crumbles into
      white dust.


108   INT. AIRPLANE - NIGHT                                        108

      A tall, shapely female flight attendant sways down the
      first-class aisle of an airplane, her back TO us. She
      stops by a seat where Jesse sleeps uncomfortably. Pulling
      out a blanket, the attendant drapes it over Jesse, tucking
      it closely around her neck, then, curiously, the stewardess
      leans down.

                                                            68.

109   CLOSE ON LIPS                                                109

      begins to sensually kiss Jesse's neck. We begin to hear
      the BEATING of a HEART, getting LOUDER...

      The lips part to expose fangs slowly sinking themselves
      into Jesse's skin. She murmurs in her sleep...

                             JESSE
                   Lestat.


110   WIDER                                                        110

      She stirs awake to see -- the face of Akasha, her green
      eyes flashing bright.

                                             CUT TO:


111   JESSE                                                        111

      wakes with a start.

                             JESSE
                   Akasha!

      Jesse looks up to see the real ATTENDANT is standing next
      to her.

                           ATTENDANT
                   We've started our approach into
                   L.A. You should fasten your seat
                   belt.

      Jesse nods and quickly fastens her belt, pulls it tight.


112   INT. LESTAT'S HOUSE (LOS ANGELES) - NIGHT                    112

      Lestat suddenly glides through an open door and calmly
      touches ground. He empties his pockets out on a coffee
      table. We see a --


113   CLOSEUP - BOX OF MATCHES                                     113

      "Sky Bar."


114   BACK TO SCENE                                                114

      Dabbing his mouth with a handkerchief, Lestat tosses it on
      top of the matches to reveal fresh bloodstains on the
      cloth... a look of loneliness clouds his face.

                                             (CONTINUED)

                                                              69.

114   CONTINUED:                                                    114

                           LESTAT
                   I hate bedtime.

      He turns, enters his bedroom, closing the door behind him.


115   INT. LESTAT'S MANSION - STRANGE POV - EVENING                 115

      We find ourselves in the strange blue-grey world of a
      VAMPIRE'S POV, walking THROUGH Lestat's mansion. PAST
      his band, James, Alex and Maudy, laying in the studio in
      a hazy sleep from yet another night of debauchery.

      We MOVE menacingly INTO... Lestat's expensive living
      quarters, PAST the huge glassed-in space and into
      Lestat's private hall, leading to his bedroom door. We
      ENTER easily, PASSING the enormous bed, and CONTINUE
      THROUGH INTO a smaller, darker chamber... OVER TO
      Lestat's coffin, stealthily APPROACHING his "sleeping"
      figure laying closed-eyed and almost peaceful-looking,
      when...


116   LESTAT                                                        116

      bolts up   and looks around the room to see... nobody.
      Lestat's   instincts are as alive as they could ever be as
      he scans   the room with all his powers, and to his utter
      surprise   finally sees...


117   WIDER                                                         117

      A painting leans against a wall, turned front-side-over.
      Lestat gets out of his coffin and goes over to the
      painting with trepidation. He turns it over and then
      smiles to himself. It is a portrait of Lestat as a
      rocker. The hand and style are unmistakable.

                           LESTAT
                      (whisper)
                   Marius...!


118   INT. LESTAT'S MANSION - LIVING ROOM - CONTINUOUS ACTION       118

      Lestat bursts out the doors of his bedroom and looks down
      into the living room. Marius sits on a couch, still
      dressed in red velvet, studying the Rolling Stone with
      Lestat on the cover.

                             MARIUS
                   Lestat.

                                             (CONTINUED)

                                                           70.

118   CONTINUED:                                                 118

      Marius looks up. The two vampires regard each other for
      a long moment. Lestat is overcome with conflicting
      emotions. Guarded smiles rise to their faces.

                           MARIUS
                   It is good to see you, Lestat.

                           LESTAT
                   And you. Still wearing the old
                   fashions, I see.

                           MARIUS
                   Old habits die hard.

                           LESTAT
                   How did you manage to slip through
                   the 1950s in red velvet?

                              MARIUS
                   I slept.

                           LESTAT
                   Don't think you missed much.

                              MARIUS
                   Elvis.

                           LESTAT
                   Elvis, yes.

                           MARIUS
                      (holding up the
                       Rolling Stone)
                   You're bigger than he is now.

                           LESTAT
                   I'd say a few pounds lighter.
                   Though, if you ever catch me
                   wearing a white jumpsuit, you have
                   my permission to slice off my
                   head.

                           MARIUS
                   If someone doesn't get to you
                   first.

      Lestat grins, feeling Marius's disapproval.

                           LESTAT
                   Live and let live.

                           MARIUS
                   If it were only so simple, my son.

                                             (CONTINUED)

                                                              71.

118   CONTINUED:    (2)                                             118

                                 LESTAT
                          (a beat)
                   How did you find me?

                                 MARIUS
                   You forget. We ancients have
                   powers no ordinary vampires
                   possess... And I know you. I
                   remembered how you admired the
                   medieval fortresses in the
                   hilltowns of Lyon.
                          (gestures to house)
                   All you're missing is the moat
                   and the cannons... which you
                   may need.

      Lestat doesn't want to hear it.

                           LESTAT
                   Come, let me show you what it
                   means to live in the light.


119   EXT. SUNSET BLVD. - CONTINUOUS ACTION                         119

      Lestat and Marius sit perched on a giant billboard
      advertising Lestat's concert. Down below, Sunset Strip
      is filled with Goths, club hoppers, HONKING CARS, a
      traffic jam.

                           MARIUS
                      (sarcastic)
                   Impressive. Reminds me of mad old
                   Druids running around chanting in
                   the forest. Very primitive stuff.

                           LESTAT
                   Out there. My fans. Thousands and
                   thousands. They worship me.
                   Millions of arms reach out to
                   embrace, beg me to come into their
                   lives.

                           MARIUS
                   It's what you've always wanted.

                           LESTAT
                   With all my black little heart.

                           MARIUS
                   Do you think of anyone but
                   yourself?

                                                (CONTINUED)

                                                            72.

119   CONTINUED:                                                  119

                           LESTAT
                   I only have myself.

                           MARIUS
                   It may be time to get ready for
                   some company.

                           LESTAT
                   What's that supposed to mean?

                           MARIUS
                   Your music's woken a very old
                   friend...

      Lestat looks at Marius, trying to understand.

                           MARIUS
                   Can't you hear it? Or is the
                   applause all you can hear now?

      Marius becomes eerily still. A deep, somber TONE starts
      to VIBRATE. The GROUND RUMBLES. Lestat taken aback,
      remembers the scope of Marius's power. Lestat stares at
      Marius, then closes his eyes...


120   CLOSE ON LESTAT'S EYES                                      120

      As the sounds of the WORLD seem to FADE AWAY, revealing
      beneath the cacophony of mortals a DEEP PULSE like the
      beating of a heart the size of a planet.


121   BACK TO SCENE                                               121

      Lestat suddenly opens his eyes as the sounds of the WORLD
      rush BACK IN. Marius stares for a beat, then --

                           MARIUS
                   Akasha has risen. She has taken
                   her King's blood. Absorbed his
                   power. You've done it this time.

      Lestat stares at Marius, letting the knowledge sink in.
      Then he grins.

                           LESTAT
                   Good! I'm glad she's risen!     Let
                   her come.

                           MARIUS
                   Don't you understand?   You must
                   stop this concert!

                                              (CONTINUED)

                                                                 73.

121   CONTINUED:                                                       121

                           LESTAT
                      (shakes his head at
                       Marius)
                   200 years and the same broken
                   record.

                           MARIUS
                   No. Not the same! You've only
                   known Akasha dormant. She too
                   will find you. She is choosing
                   her moment. She has come to
                   destroy you, Lestat. And in her
                   wrath, she will devour everything
                   that moves. Mortal and vampire
                   alike.

                           LESTAT
                      (smiles at Marius,
                       softly)
                   Well then, it's every vampire for
                   himself. Just the kind of rules I
                   like. The rules you taught me.

      Marius is enraged, tries to control himself.      Lestat
      gazes at him, speaks steadily.

                           LESTAT
                   Do you remember your first words
                   to me, Marius? 'I am unknowable.'
                      (shakes his head)
                   I'd rather not exist at all than
                   have to live eternally as a ghost.

                           MARIUS
                   And you're taking everyone with
                   you, you fool! We were once
                   mortals, too. It is our heritage
                   we protect!

                           LESTAT
                      (moving away)
                   Such reverence for mortals! Then
                   you should have left me as one!

                           MARIUS
                   You're a monster.

                           LESTAT
                      (shakes his head with a
                       dark laugh)
                   Said the vampire to his son.

      Lestat turns, leaps off the billboard, disappearing into
      the black night. Marius stands alone.

                                             CUT TO:

                                                               74.

122   INT. VAMPIRE COVEN BAR (LONDON/SOHO) - NIGHT                   122

      No mortals in sight. Amongst various vampires, we spy
      the Vampire Lover talking to the Punk Vampire who tried
      to attack Jesse.


123   EXT. VAMPIRE BAR - FRONT DOOR                                  123

      The vampire doorman opens the door and peers out.   A
      figure moves towards him...


124   AKASHA                                                         124

      glowing, beautiful, majestic. The vampire doorman is
      frightened, but mesmerized as she moves in...


125   INT. VAMPIRE BAR                                               125

      The barman looks up at the sound of the DOOR SLAMMING.
      He does a double-take and watches in awe as... Akasha
      steps in. Everyone in the bar turns. She smiles at
      all the undead staring at her.

                           AKASHA
                Hello...

      Her eyes sweep the room, taking in every inch, searching,
      then she hears a Vampire Lestat VIDEO PLAYING. She
      whirls around quickly to the TV -- gazes at the video
      intensely. Her eyes narrow, focus on Lestat, speaks as
      if to herself.

                              AKASHA
                Hmmm... his scent is fading.     He
                was here too long ago...

      The Vampire Lover slides up next to her.

                        VAMPIRE LOVER
                You like him, love?

                        AKASHA
                       (still staring at TV)
                He reminds me of someone I know.

                        VAMPIRE LOVER
                All he's gonna remind you of soon
                is a pile of bones. We're gonna
                dismember him. Bleed him dry.

                        AKASHA
                Really? Is that what you're
                going to do?

                                           (CONTINUED)

                                                             75.

125   CONTINUED:                                                   125

      She turns to Vampire Lover, takes him in.

      As if with a new idea, smiles at him, moves to the
      dance floor, moving to LESTAT'S MUSIC, her eyes closed,
      swaying sensually, her hips gyrating. The dance is
      seductive, slow, her head thrown back. The vampires
      turn, stare at her, mesmerized, aroused by her
      movements. They move to the dance floor, watching.
      Akasha opens her eyes, smiles at them, then turns to
      Vampire Lover, points to him, beckons. He smiles back,
      happy to be chosen, moves onto the dance floor. She
      dances a little farther away. A game. He laughs.
      Moves closer.


      CLOSE ON VAMPIRE LOVER

      He hears a LAUGH.


      BACK TO AKASHA

      But she's disappeared. He turns. Akasha's behind him
      now. He stares at her. Her hips are gyrating, her
      body slithering. A moan escapes from him. Again, he
      moves to her, reaches for her. She laughs.


      CLOSE ON HIS PUZZLED FACE

      He turns...

      She's dancing across the floor now. Vampire Lover's
      smile is not so friendly now. He steps toward her,
      determined... She moves behind him. Her body pressed up
      tight against his. He smiles, shudders with a rush of
      desire. All the other vampires watch, envious. Her
      lips brush his neck, her hands run up and down his
      body pausing on his chest. He reaches for her. She
      kisses him just as he kissed the mortal girl. On Vampire
      Lover's face, pure pleasure...

                           AKASHA
                   Then again, you could always do
                   this...

      Akasha sinks her fangs into his neck and at the same
      time, plunges her hand down. We can't see where... We
      STAY ON Vampire Lover's face as Akasha disappears FROM
      FRAME. The sound of BONE SNAPPING, the SQUISH of RIPPING FLESH.
       LOUD SUCKING. A look of horror appears on
      Vampire Lover's face. Akasha REAPPEARS. In her hand,
      she now holds...

                                             (CONTINUED)

                                                              76.

125   CONTINUED:    (2)                                             125

      ... his dripping heart.    She brings it to her lips, sucks
      again thirstily...

      Vampire Lover gurgles as she sucks the heart to a dry
      husk, then tosses it. She turns back to Vampire Lover,
      his face frozen in a grotesque mask. She laughs, drops
      him unceremoniously to the floor...

      Akasha turns to face the rest of the horrified vampires.
      They begin to back away. But the DOOR LOCKS itself
      LOUDLY.

      Akasha sways again to the music, moving faster now, as if
      refreshed.

                           AKASHA
                   Turn up the music!

      The terrified barman quickly COMPLIES.

                           AKASHA
                      (smiles, to herself)
                   Oh, I do love the 21st Century.

      Akasha turns to the terrified barman again, pulls him
      over the bar and attacks him as if she were just reaching
      for a snack. He flails but is overwhelmed by her
      strength...

      The Vampire Girl who Jesse saw vanish with the Yuppie,
      flies towards Akasha, knife raised, but Akasha just
      turns... Suddenly there is an EXPLOSION of FLAMES. The
      Vampire Girl screams as she is consumed. The piano
      player and guitar player go up in flames...

      All hell breaks loose as the other vampires run for the
      door. The lock won't budge and it's too late anyway as
      the flames overwhelm them...

      And THROUGH the flames, we see Akasha smiling, now
      sucking on the Punk Vampire's aorta like it's a straw.
      She tosses his body, her long tongue slowly licks her
      bloody, thirsty lips. She strides out through the flames.
      In a whispery, sing-song voice.

                                 AKASHA

                   Lesta-at... come out, come out
                   wherever you are.

                                                               77.

126   EXT. HOLLYWOOD SIGN - NIGHT                                    126

      Marius stands in the hills by the Hollywood sign, gazing
      down, his brow furrowed, at Lestat's fortress-like
      mansion hidden in the canyon below. The WIND BLOWS the
      trees, bushes. Marius turns, uneasy, sensing something,
      peers into the shadows cast by the brightly-lit sign.
      Marius stares as a figure emerges from the shadows.

      It is Mael, a vampire, his face hidden in a cloak.

                        MAEL
                Marius, you've broken your oath.
                You were to watch over Akasha
                and Khayman. You are a great
                disappointment to me.

      Marius looks up to see all the Ancients now stepping
      from the shadows. KHAYMAN, the desert vampire, in
      Egyptian dress along with PANDORA, the dark-haired
      beauty in her sari, ARMAND, the boy sage, in his
      Mesopotamian robes. Last, MAHARET steps from her
      grand door. She is beautiful with long red hair,
      alabaster skin.

                        MARIUS
                Pandora, Armand, it's been a long
                time. Khayman, Maharet, to what do
                I owe this honor?

                        KHAYMAN
                You have been summoned because of
                your errant child...

      Khayman crosses to the edge, peers menacingly into the
      distance at Lestat's house.

                             PANDORA
                   (giving deep,
                    sexy laugh)
                He's quite the devil, isn't he?

                        ARMAND
                His music mocks us, Pandora!

                        PANDORA
                His music moves my blood.

                         ARMAND
                Keep your amorous thoughts to
                yourself. His music is a threat
                to all vampires. We will let the
                covens dismember him at his
                concert.

                                            (CONTINUED)

                                                            78.

126   CONTINUED:                                                  126

                            MAEL
                   Yes.   It will set an example.

                            MARIUS
                   I don't see how this solves
                   things. This isn't thought
                   through.

                           KHAYMAN
                   Marius, we understand your
                   affection for Lestat, but your
                   duty is to us!

      He gazes again down at Lestat's house with a threatening
      glance. Turns to Marius with a look of warning.

                                 KHAYMAN
                   We could always get rid of him
                   right now.

                                MAEL
                   No. We will contact the covens.
                   Let them know we condone the
                   slaying. It will be better for
                   all to see.

      Marius, with a tortured expression, gazes at Mael.
      Maharet steps up.

                           MAHARET
                   Wait. Never mind Lestat!   We
                   have greater problems...

                           MARIUS
                          (stepping up)
                   Maharet is right. It is Akasha
                   we face now.

                           PANDORA
                      (joyous)
                   Is it true, Maharet?   Has our
                   Queen really risen!

                           MAHARET
                   Don't be so happy, Pandora. I
                   knew Akasha when she walked this
                   earth. I was her slave. I am now
                   her enemy. I know what she is
                   capable of.

                                              (CONTINUED)

                                                             79.

126   CONTINUED:    (2)                                            126

                           ARMAND
                   Yes. We've all felt her presence,
                   even as she hides from us.
                      (as others nod,
                       acknowledging the
                       truth of this)
                   What does she want now?

                           MAHARET
                   She knows only one thing. Taking
                   pleasure in destroying life. She
                   is already killing the young ones
                   to build her strength.

                           MARIUS
                   She's sucked the life out of her
                   King like a praying mantis. I
                   sense she is getting closer.

                           MAHARET
                   She has come to destroy Lestat,
                   but he will only whet her thirst
                   more...

      The Ancients look to each other, taking this in.
      Pandora looks around, suddenly nervous.

                           MAHARET
                   If we act together, we have a
                   chance to destroy her.

      They all gaze at Maharet, astonished.

                           MAHARET
                   Yes! We must destroy her
                   immediately! If she is not
                   stopped, I'm afraid of what will
                   happen to the entire mortal world.

                           MAEL
                   But can she be destroyed? I am
                   left to bear the scars of the last
                   attempt on her life. She was
                   dragged into the sun. She
                   survived. But we almost didn't...

      Removing his hood, we see his terribly-burned face.   They
      all stare at him.

                            MARIUS
                   What happens to our Queen happens
                   to us. If Akasha dies, we die
                   as well.

                                              (CONTINUED)

                                                               80.

126   CONTINUED:    (3)                                              126

                           MAHARET
                   Then so be it! We must take that
                   chance.

      She gazes at them all intensely, as the meaning of her
      words sink in.

                           MAHARET
                   We must destroy Akasha. For the
                   sake of humanity! We must find
                   her. Now!

                           ARMAND
                   But perhaps she has come to kill
                   Lestat and then will go back to her
                   slumber. That is our only hope.

                           PANDORA
                      (eager)
                   Yes. That's right. She and the
                   covens will take care of that
                   brat. We must go to the concert
                   and pay our respects to our great
                   Queen.

                           MAHARET
                   How? With your own throat!
                   You've all been asleep too long!
                   You're still dreaming.

      Marius steps up beside Maharet.

                           MARIUS
                   Maharet speaks the truth.   It is
                   our only hope.

      Marius then goes and stands beside Maharet and Khayman.
      The others gaze at the three standing together now.

                           MAEL
                   No. Armand is right. We will go
                   to the concert and first see what
                   she does. There may be no need
                   for action.

      Pandora and Armand nod their assent. The two groups face
      each other. Maharet gazes at their faces, spits out
      the words.

                                               (CONTINUED)

                                                              81.

126   CONTINUED:    (4)                                             126

                           MAHARET
                   Then you go to the concert and you
                   shall see!
                          (shakes her head)
                   And I thought the Ancients became
                   wise with their years.

      As we REMAIN ON the Ancient Ones, AKASHA'S HEARTBEAT
      creeps back in over... Marius gazes again down at
      Lestat's house, anguish on his face.


      INT. MERCEDES - CLOSER ON ROGER - NIGHT

      cruising the Hollywood streets, wearing sunglasses,
      hat. He sees something.


      ROGER'S POV

      A Goth girl on the street in front of a record store.


      BACK TO ROGER

      He sighs, pulls over.    Gets out.


      EXT. HOLLYWOOD STREET - CONTINUOUS ACTION

      Behind him now we see a cab pull over. It's Jesse,
      trailing Roger. She gazes at him intently.


      JESSE'S POV

      Roger's back is TO us as he talks to a Goth girl in a
      whisper.


      BACK TO JESSE

      Jesse pays the driver.    Gets out.   Gazes at Roger.


127   INT. LESTAT'S HOUSE (LOS ANGELES) - SOUND STUDIO - NIGHT      127

      LOUD, intense MUSIC as the band rehearses. Lestat
      creates a fantastic melody around the beat. He lets
      the note trail off, eyes closed, smiling, the
      REVERB still RINGING in the room. Lestat hears
      something, turns. Outside, in the Hollywood Hills,
      DOGS are HOWLING across the canyons like wolves.
      Lestat crosses to the huge glass doors, goes outside...

                                                             82.

128   EXT. HOUSE - CONTINUOUS ACTION                               128

      Lestat stares out at the ominous night. As Maudy and the
      band continue to play, the wolflike HOWLS in the night
      get LOUDER. And beneath it all, a DEEP PULSE BEATS. The
      song comes to an end. Lestat turns, gazes back at the
      band THROUGH the window, at their excitement. He comes
      back inside.


129   INT. HOUSE - CONTINUOUS ACTION                               129

      Roger now stands there, a nervous look on his face.

                        ROGER
                The... girls you asked for, Lestat.
                They're here, in the guest wing.

                         LESTAT
                Ah.   Yes.

      Lestat gazes in that direction, pensive.

                        ROGER
                I was uh... just gonna go catch a
                movie at the Chinese. I don't
                suppose you'd all want to...

      Lestat smiles at the clumsy attempt to protect the girls.

                        LESTAT
                No, thank you, Roger.   We'll
                entertain ourselves.

      As Roger leads Lestat to the guest room, he can hear
      FAINT GIGGLING. Lestat turns back to the night. The
      PULSE of Akasha still ECHOES in his ears.


130   INT. GUEST WING - JUST AFTER                                 130

      Roger and Lestat walk in.   A young GROUPIE giggles
      nervously.

                        GROUPIE #3
                Oh my God, it's him!    It's really
                him...

      She turns in paroxysm of excitement to the girl next to
      her. Lestat stares, taken aback. It is Jesse. Dressed
      in Goth gear. Jesse stares back at Lestat brazenly. A
      long moment.

                        LESTAT
                Perhaps you would like a tour
                of the place... first.

                                            (CONTINUED)

                                                              83.

130   CONTINUED:                                                    130

                           GROUPIE #3
                   Oh yeah, wow, we'd love that.

                           LESTAT
                   Roger... would you be so kind?

                           ROGER
                      (surprised, relieved)
                   Sure. Right this way, girls.

      As they start off, Lestat puts up his hand, points to
      Jesse.

                            LESTAT
                   Roger. Not that one.   Leave her
                   to me...

      The other groupie pouts, disappointed. She goes out
      with Roger. Lestat turns to Jesse... considers her...

                                      LESTAT
                   You must be very keen to die.

      Jesse's heart pounds with terror.

                           LESTAT
                   The Talamascans have become quite
                   stealthy. I didn't know
                   infiltration was quite their style.

                           JESSE
                   It's not. I... I came on my own.

      He stares at her, taking her in.


                                 LESTAT
                   How did you find me?

                                 JESSE
                   I've been tracking your manager
                   for days...
                          (gesturing to her
                           Goth outfit)
                   Then I figured out you simply
                   have to look the part.

                           LESTAT
                   Clever librarian... You should
                   know, based on all your research,
                   that groupies don't ever find
                   their way out of here again.

                                             (CONTINUED)

                                                               84.

130   CONTINUED:    (2)                                              130

                           JESSE
                   I'm not a groupie...

      Lestat gazes at Jesse's pulsing jugular.      He steps
      closer.

                           LESTAT
                   Then why are you following me?
                   What do you want?

                           JESSE
                      (terrified, in
                       a whisper)
                   Are you granting wishes?

                           LESTAT
                      (smiles, in a whisper
                       playing    with her)
                   Last wishes. What's yours?

                           JESSE
                   Show me what it's like to be you.
                   That's my last wish. Grant it,
                   Lestat.

      He stares at her, feeling some connection with this
      strange mortal girl. She stares at him with penetrating
      eyes. He again finds himself drawn to her. Tries to
      fight it.

                           LESTAT
                      (turning away)
                   I don't have time for this.

                           JESSE
                   All a vampire has is time.

                           LESTAT
                   Maybe not.

                           JESSE
                      (softly)
                   Right. The covens are coming for
                   you.
                          (softly)
                   I understand why you're doing it.
                   You have to be who you are, no
                   matter what happens.

      He turns, gazes at her.       She steps forward.

                                                (CONTINUED)

                                                              85.

130   CONTINUED:    (3)                                             130

                           JESSE
                   But how are you spending what may
                   be your last night on Earth,
                   Lestat? As you always have...
                   Alone.

      Jesse takes a breath, crosses to him, stands very close,
      stares up into his eyes. He stares down at her, amazed,
      his heart pounding. He breathes in her hair, the scent
      of her skin.

                           JESSE
                   Don't kill me yet. Let's spend
                   our last nights together. Share
                   it with me.   Show me what it's
                   like to be you.

                           LESTAT
                   You don't know what you're asking!
                   I don't know what's in that
                   librarian's head of yours, but it's
                   not what you think.

                                 JESSE
                   That's right. You don't know
                   what's in my head, Lestat. Do
                   you want to?

                                 LESTAT
                   I'll know when I kill you.

                           JESSE
                   Gee, Lestat, that's a great way to
                   get to know someone. Here. I'll
                   give you a preview. Coming
                   attractions. This is what you'll
                   find.

      She crosses to him, stands close.

                                 JESSE
                   I have this recurring dream that
                   I'm a child and I'm living in
                   this big house filled with
                   vampires. And every night when I
                   go to sleep, I wish to God the
                   same thing... you know what that
                   is, Lestat?

      He gazes at her.    She leans forward.

                                                (CONTINUED)

                                                              86.

130   CONTINUED:    (4)                                             130

                           JESSE
                   That I will have the dream again...
                   Because in the dream I'm happy.
                   And the dream is more real than my
                   life... I don't know how, but I
                   know you, Lestat... My life is a
                   big mystery and you, you have the
                   answer...

      He gazes at her, being taken in, tries to resist it.
      Jesse moves even closer. He stares down at her, the
      softness of her skin, her penetrating gaze, the heat
      of her body.

                                 JESSE
                   I can't go on pretending this life
                   of mine is real. I can't live a
                   lie... I'm just like you Lestat.
                   We're the same...

                                 LESTAT
                          (softly)
                   Are we? I seek the light.     You
                   seek the shadows.

                                JESSE
                   No. We're looking for exactly the
                   same thing. You know it...
                   Please. Show me.

      He stares at her. Her eyes gazing directly into
      his... Suddenly...

                              LESTAT
                   Alright!

      Jesse breaks into a smile.

                           LESTAT
                   This may be painful for a mortal.
                   You're still attached to your skin.

                           JESSE
                          (an excited whisper)
                   I don't care.

                           LESTAT
                   Close your eyes.    Don't breathe.

      Her heart pounding, fluttering her eyes closed, Jesse
      holds one deep, hesitant breath and... Flash -- with
      preternatural speed --

                                                               87.

131   LESTAT AND JESSE                                               131

      whisk through the night, flashing past trees and
      houses. Opening her eyes for a moment, Jesse watches
      the world whiz past her at incredible speed and
      suddenly -- they stop on a dime.

      Jesse gasps, catching her breath to find herself at
      Hollywood's highest peak overlooking the city laying
      out before her like a glimmering blanket.


132   EXT. GRIFFITH PARK OBSERVATORY - NIGHT                         132

      Looking out over the observatory's ledge, Jesse can't
      believe what's just happened. She laughs, intoxicated by
      the experience.

                        JESSE
                Do that again!

      Lestat laughs, impressed by her bravado. Her trust. For
      a moment she laughs like a child. Then they look at each
      other deeply, feeling something. He wants to kiss her.
      She knows it. He turns away.

                              LESTAT
                And now for my next trick.

      Lestat pulls out a knife, quickly slices his arm open.

      Jesse gazes at his blood dripping down his arm, something
      stirring in her. Magically, the wound heals up. She
      stares, impressed.

                                 JESSE
                Did it hurt?

                        LESTAT
                Yes. For just a moment. But as
                the pain is more intense for us,
                so is ecstacy.
                   (gazes at her)
                You see, we love our victims.

                          JESSE
                Love?    I thought it was the blood.

                              LESTAT
                No, although the taste is so rich
                and sweet. Love is the essence of
                the dark gift. The connection is
                so much more satisfying, brief as
                it is, than anything else.

                                             (CONTINUED)

                                                                    88.

132   CONTINUED:                                                          132

      Lestat again becomes aware of Jesse's pulsing jugular,
      the white flesh of her neck. He reaches out, touches her
      neck, strokes it. Jesse shivers under his touch,
      terrified, but wanting more. Lestat brushes his lips
      against her hair, her neck. Runs his hands down her
      arms. She closes her eyes, lost in the gentle rhythm
      of his voice.

                           LESTAT
                   As you drink, you feel the heart
                   weakening... it struggles even
                   though there's no hope. You feel
                   the life slipping away, the flash
                   of those brief years. The taste
                   of mortality you can no longer
                   experience... and it is
                   beautiful...
                      (pulls away sharply)
                   No 'relationship,' no commingling
                   can ever reach the heights of that
                   experience.

      But Jesse steps forward.       Lestat turns, stares at her.

      Her eyes burn with an urge that will not be silenced.
      One button at a time, her fingers quivering, she opens
      her blouse down to her navel.

      Lestat stares as Jesse removes a long, silver hairpin
      from the mane of her red locks which then cascade about
      her shoulders. Her face remains aimed unwavering at
      Lestat's as she brings the hairpin down to her breast.

      With her eyes moored to his, she draws a line with the
      point across her breast. She inhales through clenched
      teeth... then settles as we see:

      The long incision go from pink to red; then the blood,
      like a hot spring pouring over the brim and dripping
      down her chest.

      Lestat staggers. Breaking their stare, he accepts her
      gift, lapping up the overspill and then onto the wound
      itself. Lestat closes her eyes... He comes up to her
      face, brushing his lips against her cheek. She
      shivers...

                           LESTAT
                      (groans)
                   Your blood...

                           JESSE
                      (murmurs)
                   Do you like it?

                                                (CONTINUED)

                                                               89.

132   CONTINUED:    (2)                                              132

                           LESTAT
                      (losing himself)
                   Yes...

      He comes down to her slender neck.     Stares at the soft,
      pulsing skin. He bares his fangs.

                           JESSE
                      (whispering, overcome)
                   Do it to me... Please... With your
                   blood I'll know you...


133   CLOSE ON LESTAT                                                133

      He can't help himself.    He moves to Jesse's white neck...
      closer... closer...

                                 JESSE
                   I'll know everything...

      But suddenly her words catch him... His head flails as he
      tries to stop his natural impulse. Lestat lets out a
      desperate cry and throws her aside. Jesse gazes at him,
      surprised. He looms over her, angry.

                           LESTAT
                   You want to know everything. You
                   want to see what it's like. Then
                   come! I'll show you.


134   EXT. GRIFFITH PARK - NIGHT                                     134

      Lestat and Jesse quietly move among the trees. Lestat
      stops on a dime -- senses tuned. He looks into the dark.
      Jesse is about to speak when Lestat raises his finger to
      her lips and then points at... A couple of lovers moving
      across the meadow. They sit on a park bench. The woman
      giggles drunkenly. Jesse watches and gasps as she
      realizes the male lover is a vampire. Lestat moves
      forward. Jesse gingerly follows.

      Taking his lover in his arms the vampire begins to bite
      her neck... Lestat looks over at Jesse who watches,
      fascinated and disturbed. The vampire senses another's
      presence -- stops and turns to reveal his vampire eyes
      shining in the dark. Lestat steps into the halo of a
      street lamp and hisses. Sensing Lestat's power, the
      vampire hisses and instantly -- the vampire is gone.
      Jesse turns to Lestat but he has disappeared, too.
      Spinning around again she sees... Lestat hovering over
      the mortal woman who is still in a swoon. Checking to
      see that the vampire is gone, Jesse moves closer to the
      bench.
                                           (CONTINUED)

                                                              90.

134   CONTINUED:                                                    134

                           JESSE
                   Is she alright?

      Lestat looks up to face her, revealing his blood-stained
      lips. Jesse reflexively looks away.

                           LESTAT
                   Come closer, Jesse. You want to
                   see? You want to know?

                           JESSE
                   Lestat, no!

      Lestat's expression turns cold as ice -- he arches his
      back like a great cat and goes in for the kill. The
      woman's body convulses... Jesse watches in horror as...
      the woman's hands clutch at Lestat, her back stiffens...
      finally her legs relax in an obscene parody of orgasm.
      Jesse gasps, backs away. Lestat finishes and, wiping his
      mouth, approaches Jesse.

                           LESTAT
                   You see now? Are you ready?     Now
                   do you want it?!

      He gazes into her eyes, finding himself desperately
      wanting her to say yes. The horror, the revulsion in
      Jesse's face says it all.

                            LESTAT
                   No.   Of course you don't.

      She backs away from him, now terrified. Something's
      changed in his eyes. They are cold, blank.

                           LESTAT
                   Well I didn't grant your final
                   wish.
                      (shakes his head)
                   It was an impossible wish to begin
                   with. You see, I am unknowable.

      His eyes still as death, he starts moving away.

                             JESSE
                   Lestat!    Wait!

      Lestat turns toward her suddenly, grabs her forcefully,
      pulls her into his arms, gazes into her eyes.

                           LESTAT
                   Good-bye, Talamascan.

                                                (CONTINUED)

                                                              91.

134   CONTINUED:    (2)                                             134

      Jesse closes her eyes in terror, knowing her life is
      about to be over.

      Then Jesse reaches for her mouth as if she were touched
      by something when... the IMAGE of Lestat's lips kissing
      her lips flashes by in VAMPIRE TIME as... Jesse's face is
      completely still in HUMAN TIME. As her hand drops, she
      realizes what just happened. And with that, Lestat
      disappears. She stares into the night. There's a SWISH
      and the sound of RUSHING AIR. Jesse turns, screams,
      backs away. It's not Lestat standing there at all but
      Mael, the Druid vampire. With great speed he glides
      towards her, envelops Jesse in his cloak, muffling her
      cries... WHOOSH.

                                              CUT TO:


135   OMITTED                                                       135
&                                                                   &
136                                                                 136


137   STARING EYE                                                   137

      PULL BACK to reveal a porcelain doll, beautiful, perfect
      but unsettling. We TRACK ACROSS rows and rows of dolls
      from different eras. TRACK PAST the billowing floor-to-
      ceiling curtains to reveal Jesse -- still an adult, but
      lying awake in bed just as she had as a little girl.
      Jesse gets out of bed, trapped in her own childhood
      memory. Is she dreaming now?


138   INT. DESERT MANSION - HALLWAY - NIGHT                         138

      Making her way down a long hall she passes an amazing
      array of medieval tapestries.


139   FLASHBACK - INT. HALLWAY                                      139

      Jesse as a child picking at the thread of a wall-hanging
      in a large room.


140   BACK TO SCENE (PRESENT)                                       140

      She stands wondering -- eyes moving back and forth with
      rapid thoughts when... She sees a door at the end of the
      hall. Walking a little faster now, she draws toward it
      as...

                                                               92.

141   FLASHBACK - INT. HALLWAY                                       141

      Jesse as a little girl, wanders down a similar hall
      toward what sounds like a COCKTAIL PARTY. Reaching the
      thick wooden door she peeps through to see...


142   BACK TO SCENE (PRESENT)                                        142

      Jesse stares up at an enormous mural dominating the far
      wall -- a mural of names, a family tree -- extending up
      onto the ceiling and down to the floor.


143   FLASHBACK - MURAL                                              143

      Jesse, as a little girl, walking beside Maharet, looks up
      at the mural.

                        YOUNG JESSE
                   (furious)
                Why can't I stay with you?!
                Please, Auntie Maharet!

                        MAHARET
                I don't want you to go, but you
                must.

      A tear of blood trickles down Maharet's cheek.

                        YOUNG JESSE
                Auntie, you're bleeding...

      Jesse takes the tear and goes to put it to her mouth but
      Maharet violently grabs her hand. Young Jesse is
      frightened.

                        MAHARET
                You must be with your own, my
                sweetest girl. I'll always be
                watching over you.

                        YOUNG JESSE
                I want to stay with you forever.


144   BACK TO SCENE (PRESENT)                                        144

      Jesse stares into nothingness.   Again the voice, but much
      gentler.

                        MAHARET
                Forever is a very long time.

      Jesse looks up out of her memory to see in the doorway
      down the end of the hall...

                                             (CONTINUED)

                                                                93.

144   CONTINUED:                                                      144

                           MAHARET
                   Hello, my princess.

                           JESSE
                   Aunt Maharet?

      Jesse rushes to her. Stops. Stares at her aunt's
      glowing eyes, the strange pallor of her skin.

                           JESSE
                   You're a...?

                           MAHARET
                   Yes. Oh, Jesse, I've missed you
                   so much, but I had to keep this
                   from you.

      Jesse stands there, soaking it in.    Maharet takes her
      hands gently.

                           JESSE
                   Oh my God, this is why... I knew I
                   was different. I knew --

                           MAHARET
                      (strongly)
                   Come...

      Jesse follows Maharet to the mural of the family tree.

                           MAHARET
                   You are the most precious of my
                   great family...

                              JESSE
                   Am I...?

                           MAHARET
                      (strongly)
                   No. You are not. I was once
                   mortal, too. My sister died
                   before her child was one year old.
                   I took care of that child, and her
                   children, and her children's
                   children...

      Pointing up to the huge family tree...

                           MAHARET
                   This is our family -- my way of
                   coping with eternity. The
                   labyrinth of life. The family
                   teaches me the rhythms and
                   passions of each age.

                                             (CONTINUED)

                                                                    94.

144   CONTINUED:    (2)                                                   144

      Her finger trails down the great line to a name --
      "Jessica Reeves"...

                           MAHARET
                   You are my most prized light. You
                   are what keeps me connected to the
                   world of the living.

      Jesse stares at Maharet, amazed.

                           MAHARET
                   When your parents died I took you
                   to India to take care of you.

                           JESSE
                   And something happened there.

                           MAHARET
                   I stopped it from happening.    And
                   I will again.

      Maharet stands close, gazes at her.

                                      MAHARET
                   Jesse, you must stay away from
                   Lestat. You must forget all about
                   him.

      Jesse looks at her, surprised.    Maharet smiles.

                           MAHARET
                   Yes, I know about your new friend.
                   You think you love him, but it's
                   not as you thought it would be.

      Jesse stares at Maharet, surprised she understands so
      well.

                           JESSE
                   I thought I was like him.

                           MAHARET
                   I know, but it is not who you are,
                   not who you are meant to be. You
                   have found that out now.

      Jesse sits on a stone bench, confused.       Maharet smiles
      sadly, feeling Jesse's inner turmoil.

                           JESSE
                   Lestat's all I can think about...
                   I felt like I belonged with him.
                   Now I know why...

                                               (CONTINUED)

                                                              95.

144   CONTINUED:    (3)                                             144

      Maharet sits beside her, speaks emphatically.

                           MAHARET
                   Jesse, you must forget about him.
                   You must trust me...

                            JESSE
                      (gazes up at her
                       a long moment)
                   I missed you so much, Aunt
                   Maharet.

                             MAHARET
                   Me too.

      Just then the gloom of the pre-dawn's light begins to
      illuminate the windows of the great hall.

                            MAHARET
                   You will go home to London in the
                   morning.

      Jesse holds Maharet's eyes.

                           JESSE
                   But this is my home. This is
                   where I belong. Why do you want
                   to get rid of me so quickly?

      Maharet touches her face gently.

                           MAHARET
                   Now is not the time to be here...

      The light is getting brighter.    Maharet stands.

                           MAHARET
                   You were seeking answers. Now
                   you have found them. The family
                   is who you are.

      Maharet goes to Jesse, wraps her arms tight around Jesse.
      Despite the coldness of her skin, Jesse warms to the
      embrace, closes her eyes, holds her tight. Then, beaten
      by the sun, Maharet stands, exits into the shadows, turns
      back to Jesse, gazes at her.

                                 MAHARET
                   You will go home to London
                   tomorrow.

                                                               96.

145   INT. LESTAT'S ROOM - NIGHT                                     145

      Lestat stands by his bed, playing the ancient violin... a
      long mournful note. He stops a moment, lost in his
      thoughts. A flash of the first morning light reflects
      off the ancient wood. Lestat puts the violin away. A
      tear of blood trickles down his cheek. His face is
      filled with sadness at what will never be. A word
      escapes from his lips.

                        LESTAT
                   (whisper)
                Jesse.

      Lestat draws the curtains and enters his sanctum where
      his coffin sits in the safety of darkness.


146   EXT. MAHARET'S DESERT MANSION - DAY                            146

      The sun breaks through the date palms.


147   INT. MANSION - JUST AFTER                                      147

      Jesse moves down the hallway past paintings of vampires.
      She pauses at one of Maharet. As Jesse shifts, the glass
      over the painting catches Jesse's reflection. Jesse
      moves slowly until her face just covers Maharet's. In
      the reflection, Jesse's eyes now glow with Maharet's
      luminescence. Jesse stares a long, long moment.


148   INT. MANSION - JUST AFTER                                      148

      Jesse sits at a desk, writing a note, torment, confusion
      on her face.

                         JESSE (V.O.)
                Dear Aunt Maharet, my whole life,
                I've felt... kind of crazy I
                guess, different from everyone,
                and now I know why... You say I
                now know who I am meant to be...
                I have found my answers. You are
                right...

      She takes a deep breath.


149   EXT. MAHARET'S DESERT MANSION - FRONT ENTRANCE -               149
      CONTINUOUS ACTION

      Jesse moves to the front entrance, gazes at the walls
      surrounding the front gate.

                                            (CONTINUED)

                                                             97.

149   CONTINUED:                                                   149

                           JESSE (V.O.)
                   I know you want me to be a regular
                   human girl... but I'm not. I
                   can't be...

      She looks back at the house, then quickly slips out the
      gate.


150   EXT. MAHARET'S DESERT MANSION - DAY                          150

      Maharet's sprawling compound sits alone in the empty
      desert. Nothing for as far as the eye can see.

                           JESSE (V.O.)
                   Lestat is my destiny... I know
                   that now. I love you, Aunt
                   Maharet. Good-bye.

      Jesse walks away from the house. Coming to a highway,
      she reads a sign -- "DEATH VALLEY 120 miles." Just then,
      a VW minibus barrels down the road in Jesse's direction.
      She sticks out her thumb... The minibus pulls to a stop
      on the shoulder in a cloud of dust. A VAMPIRE DRIVER
      leans out the window -- not a real vampire, just a kid
      with white face-paint and fake fangs.

                           VAMPIRE DRIVER
                   Need a ride?

      Jesse peers past the driver to a crowd of Goths and fake
      vampires. THE VAMPIRE LESTAT BLARES FROM the SPEAKERS.

                           JESSE
                      (smiles)
                   Yeah.


151   EXT. DEATH VALLEY - FROM HIGH ABOVE - DUSK                   151

      We see a line of traffic snake out along a desert road
      toward a strange red glow rising into the dark night sky.
      A distant sound of DRUMS BEATING chaotic rhythms is
      heard. As we FLY CLOSER, the DRUMMING becomes LOUDER and
      clearer. Until we are RIGHT ABOVE an incredible scene...
      A mass of people (30,000) gather in a valley of red rock.

                                             CUT TO:


152   EXT. CONCERT ENTRANCE - NIGHT                                152

      Looking at the scene, Jesse is bedazzled. Pushing
      through people, she disappears into the throng as...

                                             (CONTINUED)

                                                               98.

152   CONTINUED:                                                     152

                            DAVID (O.S.)
                   Jesse!


153   ANGLE ON DAVID TALBOT                                          153

      as he pushes through the sea of white paint and plastic
      vampire teeth. But she has disappeared. Talbot is
      jostled, dropping his glasses on the ground.

                           VOICE (O.S.)
                   Sorry, Grandpa!

      Talbot crouches down and finds his glasses.     Reemerging,
      he senses something and looks up.


154   FULL SHOT - MARIUS                                             154

      watching him at a distance. Next to the real thing, all
      these fake vampires look ridiculous.

                           MARIUS
                      (quietly)
                   Hello, David.


155   ON TALBOT                                                      155

      Speechless.

                           MARIUS
                   I must show you my new paintings
                   sometime.

      Marius smiles. Talbot is awestruck -- the goal of a
      lifetime's searching. He tries to say something, but
      it's too late. Flash. Marius is moving through the
      crowd at unnatural speed. Enormous pipes spout flames
      high into the sky, run like a corridor of red light
      along the crowd, leading to two enormous Egyptian
      effigies of Akasha and Enkil flanking a stage at the
      top end. And before the stage stretches a mass of
      human bacchanalian debauchery... Woodstock on mescaline.
      Naked bodies, pierced and tattooed, mingle with the
      strangest of fashions as crowds gather in circles
      around their own lit fires, drumming out awesome rhythms.

      The whole place is an enormous flaming mosh pit   -- naked
      bodies walk across heads of people while others   get
      tossed and thrown. This crowd is determined to    get
      what they were promised... Nothing like they've   ever
      seen.

                                             (CONTINUED)

                                                            99.

155   CONTINUED:                                                  155

      A new world, a world of the initiated who have somehow
      managed to include themselves in the select number of
      attendees to a sacred rite. And among the mortals are
      the immortals. Amidst them we see the tattooed Vampires,
      the Armani Vampire, the others, now dressed in cloaks
      which they use to hide their knives and sickles.


156   HIGH ABOVE VALLEY                                           156

      Standing on the strange rocks are the Ancient vampires,
      except for Maharet. Some of whom can't help but smile
      at the scene below. Marius is now with them.

                           PANDORA
                      (wistful, to Mael)
                   It's just like Nero's day.

      They scan the horizon, the darkening sky.

                                      MAHARET
                   Akasha will not be able to resist
                   this...

      The CROWD begins to CLAP -- DRUMS from different circles
      begin to impatiently BEAT into one deafening rhythm.


157   INT. BACKSTAGE - NIGHT                                      157

      Backstage is all abuzz with pre-show energy; press
      everywhere. Roger still worrying and sweating. James,
      Alex and Maudy sit in their own circle, jamming with
      their unplugged instruments, psyching themselves up for
      the biggest night of their lives.


158   INT. LESTAT'S HONEY-WAGON - NIGHT                           158

      Lestat stretches out with his eyes closed as the sounds
      of the DRUMMING crowd begin to make the whole van
      shudder. Roger pops his head in.

                           ROGER
                   They're getting pretty worked up
                   out there.


159   INT. BACKSTAGE - NIGHT                                      159

      Lestat emerges from his honey-wagon, splendid in his
      concert costume. He looks ready for business, whatever
      may happen. The band look at each other, then look to
      Lestat. This is the moment. He smiles like a father
      at them.
                                           (CONTINUED)

                                                            100.

159   CONTINUED:                                                   159

                           LESTAT
                   Come on, children.

      Alex, Maudy and James start beating out the rhythm with
      the crowd as they move through backstage. The DRUM BEATS
      RISE to a CRESCENDO.


160   BACK TO CROWD                                                160

      Jesse makes her way through the throng, trying to get
      closer to the stage. Suddenly the torches go out sending
      the place into utter darkness. A stunned moment. The
      place goes berserk. We see the dim figures of the band
      take their places. Jesse desperately tries to push
      toward the front.


161   INT. BACKSTAGE - NIGHT                                       161

      Lestat readies himself as he scans the valley from behind
      a speaker, and sees...


162   LESTAT'S POV - VAMPIRES                                      162

      wait here and there in the audience, set to attack.


163   BACK TO LESTAT                                               163

      who smiles to himself.


164   BACK IN CROWD                                                164

      BOOM, the torches relight and an enormous CHORD surges
      through the crowd louder than a jet on takeoff. The mass
      surges forward... The stage lights up in a huge halo of
      blood-red light. The band plays a hypnotic tune that
      would put the devil in a spell, as... We wait for Lestat.
      The band keeps playing the pounding cadence, as...

      The audience doesn't see Lestat anywhere and cheers over
      the sound, and it seems as if the whole of Death Valley
      is shaking, when... Lestat appears above the stage,
      inhumanly levitating and...

                           LESTAT
                   I'm so glad I decided to rise...
                      (shouting)
                   After tonight, Death Valley will
                   live up to its name!

                                             (CONTINUED)

                                                            101.

164   CONTINUED:                                                   164

      The place erupts into one solid scream as the band kicks
      it in.

      He swoops down through the air over the stage and into
      their very midst. Jesse, in the crowd, screams up to
      him... But her voice is lost in the thousands of screams
      for him. Lestat takes the microphone and leans his lips
      into it, letting his voice soar into an inhuman note,
      filling the valley like a demon demanding heaven be
      replaced with hell.


165   AT BACK OF CONCERT - MIXING BOARD                            165

      Two STUDIO ENGINEERS sit dazed.

                           ENGINEER #1
                      (Cockney accent)
                   Could we turn it down a tad?

      The second Engineer looks to the mixing panel.

                           ENGINEER #2
                   His mic's not even up.

      They stare, dumbfounded.


166   BACK TO CONCERT                                              166

      The pulsing strain moves into a faster beat as the whole
      place resonates with the most incredible harmonics, the
      energy throbbing, the crowd almost genuflecting in front
      of this papal devil. All move and sway except for...
      Jesse, desperately squeezing through bodies trying to get
      closer and closer to...

      Lestat, who commands the place with his echoing voice.
      Lestat holds the place in the palm of his hand. Lestat's
      dark soul seems ready to burst as he moves his voice into
      an even higher unworldly octave, and then...


167   LESTAT'S POV                                                 167

      The vampires move through the crowd. Goth girls in the
      front row, weeping... Maudy, James and Alex off in the
      clouds, playing the best music of their lives. The
      place has gone wild, living off its own energy now as
      waves of sound bounce through the valley band up into
      the night sky.

                                                                102.

168   BACK TO SCENE                                                    168

                        LESTAT
                You want more?!

      The crowd screams...

                         CROWD
                Yes!

                        LESTAT
                This one's for those who've come
                for me!

      All yell that they have, but the covens know it's for
      them. Lestat launches the band into a new number that
      makes the previous song seem like a lullaby. He eyes the
      coven-assassins here and there and sings straight to
      them. His lyrics challenging the assassins, flaunting
      them with satire. Jesse whirls around, spying the
      assassins in the crowd. She shakes her head no...
      The covens need no more encouragement as they begin to
      move through the crowd toward the stage. We RISE UP OVER
      the crowd to see fifty assassins snaking at preternatural
      speed, unseen to all except us in our inhuman vantage.

                                             CUT TO:


169   ANCIENTS - NIGHT                                                 169

      Marius spies the covens slipping through the crowd at a
      strange velocity. He looks to Lestat, worried...


170   BACK TO STAGE                                                    170

      The assassins approach closer   -- Lestat assaults with
      relentless lyrics... Reaching   the stage, they are
      suddenly on it -- roadies run   in and are immediately
      cast aside by inhuman powers.    We speed into vampire
      time as... (NOTE: In camera,    no C.G.I.)

      The assassins draw knives and lunge, determined to
      dismember Lestat. Lestat does an acrobatic leap, dodging
      the knives. He rips the microphone from the stand and
      holds it up just in time... as an assassin is impaled.
      The assassin squirms and convulses. The crowd goes
      insane... Lestat snarls at the audience as if this
      really were part of the performance... The assassins
      attack again, this time hurtling massive light stands
      like they were small spears. Lestat dodges them.
      The assassins BREAK GLASS BOTTLES, lunge with the deadly shards.
       (NOTE: Band should not be seen in this part of sequence.)

                                                                  103.

171   MARIUS                                                             171

      can hold himself back no longer. He flies over equipment
      and roadies, up into the air. The Ancients gaze after
      him and...


172   ON STAGE                                                           172

      He lands square in the middle of the fray. Back to
      mortal time. The crowd cheers at the sudden appearance
      of the figure on stage, loving the show. Lestat grins at
      Marius. The band keeps playing. Marius hurls a huge
      LIGHT at the assassins. It EXPLODES as it hits them,
      pinning one with shards. But an assassin hurls a sickle
      at Lestat. Lestat is struck down, his singing stopped.
      The assassins move in.

                                                CUT TO:


173   ANCIENT VAMPIRES                                                   173

      watch from their rocks.       Pandora's face, filled with
      excitement.

                         PANDORA
                 There are too many of them!
                 They're going to dismember him.

      Armand is enjoying the show.

                           ARMAND
                 Good!


174   BACK TO STAGE                                                      174

      Assassins corner Lestat and Marius -- blades, broken
      bottles reflecting the spotlight. Lestat raises his arms
      for the crowd. The crowd jeers. Lestat looks to Maudy
      and the band.

                         LESTAT
                 Get out of here!

      The band scampers off stage as the assassins fly past,
      the reverb from their guitars whistle into a deafening
      pitch.

      Jesse joins the screaming crowds.

                           JESSE
                 Lestat!    Lestat!

                                                (CONTINUED)

                                                            104.

174   CONTINUED:                                                   174

      As the killer vampires make their final move, it looks
      bleak for Lestat... But one after the other they
      spontaneously combust, turning hot-white to black ash
      and drift up into the air like strange supernatural
      kites. The crowd hollers and screams, not quite
      believing what they saw or how it was done, when...
      Down in the throng, vampires also begin to combust -- hot
      flashes of white exploding through the crowd, turning
      into black paper dolls -- wafting up over the valley --
      crumbling into fluttering puffs of soot. Panic takes
      over the mass of people, running in all directions.
      Jesse remains pinned to her spot.


175   LESTAT                                                       175

      stands in wonder as Marius stares up into the high
      darkness.

                           MARIUS
                      (soft, to himself)
                   Akasha.

      The valley fills with hundreds of burning "kites"
      floating like black ghosts. Khayman, Pandora and
      Armand gaze up at the sky.

                           MAHARET
                   She is here...


176   JESSE                                                        176

      stares in wonder and terror at the burning "kites." Then
      seizes her chance. She pushes toward the stage against
      the tide of bodies fleeing.


177   INT. BACKSTAGE - MEANWHILE                                   177

      Roger is trying to manage the building chaos backstage as
      the FIRE MARSHAL and several firemen follow after him.

                           FIRE MARSHAL
                   You don't have a permit for any of
                   these stunts!

                           ROGER
                   I told you I don't know anything
                   about it!

      A WALKIE-TALKIE distracts the Fire Marshal long enough to
      allow Roger to run.

                                             (CONTINUED)

                                                               105.

177   CONTINUED:                                                      177

                           ROGER
                   Last time I work for a bloody
                   vampire...

      Looking up at the sky, he stares in awe... There is a low
      powerful RUMBLE...

      The mortal crowd looks around, distracted from their
      panic, as they sense something truly awesome...


178   LESTAT                                                          178

      senses it too. He looks up, not knowing from which
      direction the attack will come. The STAGE starts to
      SHUDDER and SHAKE violently...

      Jesse, now almost to the stage, screams to him.

                             JESSE
                   Lestat!    Lestat!

      Suddenly the wooden platform beneath Lestat begins to
      buckle under his feet. Fragments of WOOD EXPLODE upwards
      around Lestat. Marius loses his balance and staggers
      backwards...

      Fragments of sharp wood fly into the audience. Jesse
      raises her hands to protect herself. She looks up.
      Freezes. Akasha rises up through the stage. Beautiful
      and terrifying. She grabs Lestat and the two of them
      shoot up into the air. The crowd stares in awe. Jesse
      is frozen.

      Roger, the Fire Marshal, the band, everyone is frozen.
      Talbot stares up at Akasha, his face white, unable to
      believe his eyes. Even the Ancient Ones are stunned to
      see their Queen come to life.

      Scaffolds collapse in an EXPLOSION OF ELECTRICAL
      SPARKS... (NOTE: Practical explosion.) The Ancient
      Ones stare up into the sky as... Akasha and Lestat
      vanish. Jesse stares in horror after them.


179   EXT. SKY - EVENING                                              179

      BLACKNESS.


180   EXT. DEATH VALLEY PEAK - NIGHT                                  180

      Lestat opens his eyes and finds himself high above the
      desert, the tiny lights of the concert far below.

                                             (CONTINUED)

                                                               106.

180   CONTINUED:                                                      180

      Lestat whirls around to suddenly see behind him Akasha in
      an extravagant Egyptian robe, its sheer cloth of gold
      draping her godly form. Lestat is awestruck. Akasha
      comes to life...

                           LESTAT
                   Akasha...

      Akasha still says nothing -- she advances with a
      luscious, curling smile.

                           AKASHA
                   Why so surprised, my love?    You
                   called, and I have come.

      Lestat is awestruck. There is such an unearthly power in
      Akasha's voice. Everything seems to hum and vibrate with
      her breath.

                           AKASHA
                   Never fear me, Lestat. Your
                   wishes have all come true.

                           LESTAT
                   My wishes...?

                                      AKASHA
                   You have yearned for a companion
                   to share eternity. You have cried
                   out to the world. I have answered
                   your call.

      Akasha spreads her arms, moving ever closer to Lestat.

                           AKASHA
                   You are so bold, like your music.
                   It woke me. You live your life in
                   the open, like I did long ago,
                   when I had a King.

                           LESTAT
                   Had a King?

                           AKASHA
                   He's no more. You are my consort.
                   I've kept you safe -- alive.

                           LESTAT
                   You?

                                                (CONTINUED)

                                                              107.

180   CONTINUED:    (2)                                              180

                           AKASHA
                   You thought it was all you?
                      (laughing)
                   You have the ego of a king as
                   well. I know you, Lestat. I know
                   that you crave to have the world
                   at your feet. I have come to give
                   it to you.

      Akasha bites her own lip. Blood trickles slightly across
      her chin. Lestat stares at the blood, yearns towards it,
      as the pulse of her blood increases... Lestat looks at
      it, both wanting and fearful. Wrapping her arms around
      Lestat, she braces him, licks his face.

                           AKASHA
                   Has your tongue lost its taste for
                   blood?

                           LESTAT
                      (melting)
                   Never.

                           AKASHA
                   But you didn't kill the mortal
                   girl.

      Lestat looks caught.

                           AKASHA
                   Instead you kissed her.   Now kiss
                   me.

      (NOTE: Shoot as practical, actor against plain night
      sky, as much as possible.) Akasha rises above him,
      hovers over Lestat, letting a single drop of blood spill
      into his mouth. Lestat levitates above the ground to
      meet her as...

      Akasha hovers higher, drawing him into the sky until
      their mouths finally meet and her blood flows freely into
      him. Lestat pulls away as a great surge of power gathers
      in him and floods his body with an electric rush.

                           AKASHA
                   Be my King. Forget about
                   everything else.

      Lestat looks straight at Akasha, his face flushed.    His
      eyes are empty of everything except her blood.

                           AKASHA
                   What's your answer?

                                              (CONTINUED)

                                                            108.

180   CONTINUED:    (3)                                            180

      Lestat looks at her and then smiles. Akasha's mouth
      spreads into a smile. Flashes of brilliant light strobe
      over them as Lestat moves to her, sucks again. There's a
      powerful rush of WIND that engulfs them as they spin
      together, detached from time and space.


181   FLASH CUTS - STOCK FOOTAGE                                   181

      All INTERCUT WITH Akasha's skin, her body taut and arching.
      Lestat falls back in ecstasy. He shakes out his body and
      lets out a howl of pleasure -- feels his arms, his chest,
      his groin as Akasha's blood courses through his veins.
      Akasha watches and waits. Finally Lestat grins boyishly
      through bloody teeth and wipes his lips with the back of
      his hand.

                           LESTAT
                   Can we try that again?

      Akasha smiles at him, then laughs a strange laugh, a
      kind of purr/growl. Lestat gazes at her as the sensual
      hissing seems to surround him. It is seductive and
      scary. Lestat steps up, puts a finger to her lips.

                           LESTAT
                   Show me the world...

      Akasha's mouth spreads into a smile and she yanks him up
      into the air and off into the night.


182   INT. MAHARET DESERT MANSION - NIGHT                          182

      Mael leads Jesse down the hall. She stares ahead at what
      looks like statues standing in the shadows. Her eyes
      widen as the statues come to life: Armand, Pandora,
      Khayman, Marius are talking in hushed tones, gathered
      before Maharet's "Great Family Tree." CAMERA SWEEPS
      OVER the endless lines, the rows of names that stretch
      down the stone wall -- ACROSS the floor, filling room
      after room. The Ancients all stare, deeply moved.
      Maharet turns to them.

                           MAHARET
                   We see now what Akasha means to
                   do. Rule as Queen again.
                      (pointing to the
                       great family)
                   This is why we must fight Akasha!

      Maharet looks around, determined, challenging each of the
      immortals.

                                             (CONTINUED)

                                                            109.

182   CONTINUED:                                                   182

                           MAHARET
                   For the sake of all mortals. She
                   must be stopped, or the mortal
                   world will end.

      The Ancients fall silent as they take this in. They gaze
      again at Maharet's Great Family, humbled for a moment by
      her life's passion.

                           MAEL
                   But is there a way?   We don't
                   know.

                           KHAYMAN
                   When she opens herself to give her
                   blood, she is vulnerable.

                           MARIUS
                   Then we weaken her. Drain her of
                   almost all her blood, but leave
                   her just one drop.

                           MAHARET
                   We can't take that chance.    We
                   must finish her.

                           ARMAND
                   If she dies, we all die.

                            PANDORA
                   We're damned no matter what
                   happens.

                              MAHARET
                   Perhaps.

      Maharet gazes at them, her mind working... Pandora,
      Khayman, Mael gaze at each other, still uncertain.

                           JESSE
                   And what about Lestat?

                           MAHARET
                   Lestat has joined with Akasha. He
                   is lost to us now. He is never
                   coming back.

                           JESSE
                   I don't believe that.

                                                CUT TO:

                                                              110.

183   LESTAT                                                         183

      Beaming with a possessed look, his eyes brimming with
      visions.

      Lestat opens his eyes and sees an island approaching.   In
      the distance lights sparkle as an enormous plantation
      villa is revealed, nestled into the far shore.

                                           CUT TO:


184   EXT. AKASHA'S PLANTATION VILLA - NIGHT                         184

      Lestat and Akasha stand on a cliff-top. WIND rips
      through the trees. Everywhere, there are torches, and a
      million candles light the vast house. Lestat and Akasha
      glide past the forest of exotic flowers... Past the
      fountains and statues -- up the steps to the open French
      doors. Long white curtains billow in the sea wind.

                        LESTAT
                Where are we?

                        AKASHA
                We are home.

                        LESTAT
                You live here?

                        AKASHA
                We live everywhere and anywhere we
                choose. The world is our garden.


185   INT. AKASHA'S PLANTATION VILLA - NIGHT                         185

      Lestat steps in through billowing curtains, stops...
      There are three West Indian girls, young, voluptuous,
      beautiful, dressed in simple working clothes and
      traditional head-wraps. They stare at Lestat, nervous,
      yet fascinated. They move towards him. Lestat finds
      himself surrounded by hands, touching him, reaching
      beneath his shirt, pulling his clothes from his body. He
      swoons, closes his eyes, smiles.

                        LESTAT
                So warm...
                   (sniffs their skin)
                ... their blood...

                        AKASHA
                ... yes...

                        LESTAT
                ... they're mortal...

                                           (CONTINUED)

                                                              111.

185   CONTINUED:                                                     185

                           AKASHA
                   ... of course. They serve the
                   living goddess, and her consort.
                   They find you beautiful. You are
                   a god in their eyes.

                                             DISSOLVE TO:


186   SERIES OF SHOTS                                                186

      ... golden dark hands pull clothes away from Lestat's
      white skin... breasts strain through white linen as they
      press themselves closer to him... the surface of water,
      scented with red rose petals. Lestat's white skin breaks
      the surface. Lestat is lowered into the bath, his skin
      alive with the dancing candles reflected in the water...
      the water laps gently -- strange sighs of pleasure as
      girls' hands caress Lestat's torso... their hands reach
      down lower and lower through the water... Lestat's eyes
      remain closed but his mouth opens... Now it's Akasha
      kissing him. Lestat responds, but his eyes sneak a peek.
      Akasha smiles -- takes his head in her hands -- she
      kisses him, pushes him back -- he tries to resist -- he
      can't, startled by her strength... Akasha kisses his
      neck, his chest, bites... Lestat arches in ecstasy...
      Akasha rises up from his breast, blood on her lips,
      smiles, goes back down and drinks.

                                             DISSOLVE TO:


187   AKASHA AND LESTAT - LATER                                      187

      now moved to the bed, surrounded by the fine nets...
      kissing, probing each other's bodies, floating above the
      bed... Akasha rolls him over -- smiles down at him -- a
      fang exposed... She draws her wrist across her mouth... a
      globule of blood smacks Lestat's open lips... Flash --
      A thousand images in a second. Lestat jolted as if by a
      million volts. Blood smears their bodies -- they bathe
      in it.


188   CLOSE ON LESTAT                                                188

      The most lascivious smile spreading over his face, even
      as the waves of pleasure still course through him,
      causing his mouth to twitch and tremble. He closes his
      eyes...

                                             FADE TO BLACK.

                                                               112.

      FADE IN:

189   SAME SCENE - LESTAT (LATER)                                     189

      opens his eyes. He sits up alone in the canopied bed,
      disoriented. Akasha is nowhere to be seen. He looks
      toward the window. The sun is just about to disappear
      below the horizon. Lestat stares, amazed, blinking...
      Shielding his eyes, Lestat goes to window, gazes in awe
      at the setting sun. As the last rays slice through the
      sky, Lestat closes his eyes, stretches his arms out, feels
      the warm sun on his skin. He smiles at this feeling he's
      craved for so long. Still smiling, he opens his eyes,
      blinking from the light. He turns, gazes towards the
      bath and gasps. The dying light illuminates... The
      servant girls' bodies, now grey with death, lying around
      the edge of the bath. The roses are now black and the
      water is colored a rich deep red...


190   INT. PLANTATION HOUSE - HALLWAY                                 190

      Lestat steps into the hallway, stares at dead bodies
      sprinkling the ground -- both servants formally dressed,
      and guests in white tropical evening dress...


191   INT. PLANTATION HOUSE - DINING HALL - CONTINUOUS ACTION         191

      The candles have all melted, forming pools that spread
      across the lace cloth. Food sits uneaten on plates. The
      last of the sun's rays strikes ten dead bodies sitting
      around the table, some slumped onto their food, some
      frozen in death. Lestat moves through the room, a
      feeling of dread spreading. We FOLLOW as he moves...


192   EXT. BEACH - CONTINUOUS ACTION                                  192

      ... out the French windows onto the beach, bodies of
      servants and villagers are scattered. Lestat's feet step
      down the wooden stairs, onto the sand, through the
      bodies...

      Lestat, shielding his eyes, stares up in horror at the
      pink sky.

                         AKASHA
                 Behold our Kingdom.

      Lestat sees Akasha standing further down on the beach.

                         LESTAT
                 Why?

                                           (CONTINUED)

                                                               113.

192   CONTINUED:                                                      192

                            AKASHA
                      (puzzled)
                   Why not?

                           LESTAT
                   This is the reason you have risen?

                           AKASHA
                   They believed in nothing, now they
                   are nothing. But you and I will
                   change all that. We will give the
                   world something to believe in
                   again.

      Akasha smiles, raises her hand, suddenly slices her wrist
      with a knife. Lestat stares at her dripping blood.
      She crosses to him, her eyes locked on his. She lifts
      her wrist, drips her blood into Lestat's mouth. Lestat's
      eyes glaze over again. He smiles, feeds hungrily, lost
      again. Akasha smiles.

                           AKASHA
                   Come, my King.      We have a score to
                   settle.

      The Queen and her King swiftly fly up into the darkness.


193   INT. MAHARET'S MANSION - GRANDE HALL - NIGHT                    193

      The Ancients are still debating. Suddenly, the whole
      place begins to shake. (NOTE: Practical shadows not
      C.G.I.) A shadow passes over the Ancients' faces.

                           MARIUS
                   She comes...

      The WINDOWS along one side of the hall EXPLODE with a
      startling GUST. The Ancient Ones look up to see...
      Akasha's silhouette looming, dark and foreboding.

                           AKASHA
                   My children. It warms my blood to
                   see you all gathered... plotting
                   against me.

      They trade glances and begin to fan out around the room.

                             MAHARET
                   Akasha.

                           AKASHA
                   Maharet. You will address my
                   King first...

                                                 (CONTINUED)

                                                                114.

193   CONTINUED:                                                       193

      Lestat enters, his possessed eyes showing only evil now.
      Unable to help herself...

                             JESSE
                   Lestat!

      He turns slowly to the corner where she sits.      They lock
      eyes. Lestat's face stares cold and hard.

                           JESSE
                   What has she done to you?

                           LESTAT
                   Made me see.

      Taking his arm, Akasha draws Lestat to her. The Ancient
      Vampires subtly position themselves under the medieval
      weapons hanging on the walls, as Marius moves toward his
      son.

                           MARIUS
                   Lestat... step aside.

                             LESTAT
                   Never.    She is my Queen.

      Marius looks for some recognition in Lestat's eyes.
      There is none. Maharet turns to Akasha.

                           MAHARET
                   Akasha. The world has changed
                   since you reigned.

                           AKASHA
                   Then we shall change it back.
                   Humans are animals, brute
                   creatures. Their destruction can
                   only make sense.

                           MAHARET
                   We've found other ways to co-
                   exist.

                           AKASHA
                   Yes. In the shadows. In silence.
                   In shame. For what? For respect
                   of mortals? They are nothing to
                   us. They are only... food.

      She casts a dangerous eye towards Jesse. Maharet
      instinctively moves forward to protect her.

                                                (CONTINUED)

                                                             115.

193   CONTINUED:    (2)                                             193

                           AKASHA
                   Poor Maharet. Still trying to
                   hold onto what I took from you.

      Maharet doesn't even flinch.

                           MARIUS
                   Akasha, please...

                           AKASHA
                      (venomous)
                   You think you can change my will?
                   I'm tired of this discussion.
                   Join me, or die.

                           MAHARET
                   I will not.

                           MARIUS
                   I will not.

                           AKASHA
                   I want to hear it from every one
                   of you. What will it be?

      Akasha scans the faces of the other Ancient Ones, staring
      deep into their souls. Akasha sees Khayman glance at the
      family tree. Akasha's eyes blaze with anger.

                           AKASHA
                   Don't tell me, you have feelings
                   for these ridiculous mortals!

      She crosses to the family tree, traces the names down to
      one. Jessica Reeves. Akasha is beyond fury, yet she
      keeps her temper under control and turns to Lestat.

                           AKASHA
                   Do you love me?

      Smiling, she bites her lip, letting a drop of blood
      glisten there, tempting Lestat.

                            LESTAT
                   Yes...

      He draws closer. Jesse stares, mortified. Akasha and
      Lestat's mouths almost meet when Akasha pulls away.
      Akasha slowly turns to Jesse.

                           AKASHA
                   Prove it. Kill her.

                                             (CONTINUED)

                                                               116.

193   CONTINUED:    (3)                                               193

                           LESTAT
                   She's nothing to me.

                           AKASHA
                   Just the same, I'd like you to
                   kill her. For me.
                      (to the Ancients)
                   I've had enough of this 'great
                   family.' It's time to end it.

      Maharet steps between Lestat and Jesse.

                           MAHARET
                   You will not touch her!

      Akasha flicks her wrist. Maharet is hurled against a
      pillar, pinned by Akasha's hand.

                            AKASHA
                   You still think to challenge me,
                   Maharet?

                           MAHARET
                   I beg you, spare this child.

                           AKASHA
                   Now.

      Maharet struggles but Akasha is too strong.     Jesse gazes
      at Lestat. Then steps forward.

                           JESSE
                   It's all right, Maharet.

      Maharet stops, standing fixed with the sound of Jesse's
      newly strong and calm voice. Jesse looks to Lestat,
      straight into his dark irises, her gaze absolutely
      unwavering.

                           JESSE
                   It's what I want.   I am ready.


      She reaches up, pulls aside her shirt, revealing the top
      of her breast. A thin, red scar remains from where she
      cut herself with the silver stick from the Chinese
      barrette.

      Lestat gazes at her, begins to advance. Jesse keeps her
      gaze steady into Lestat's, risking everything.

                           AKASHA
                      (smirking)
                   How sweet...

                                              (CONTINUED)

                                                                117.

193   CONTINUED:    (4)                                                193

      Lestat moves closer and closer to her, gazes into her
      eyes, hesitates for a moment, then continues on...

      Jesse watches him with absolute love. He reaches her.
      Maharet flies across the room, but Akasha meets her
      halfway. Grabs her by the hair. Maharet struggles but
      Akasha is much more powerful. Jesse offers up her neck
      to his bite. Maharet looks away and Akasha looks pleased
      as...

      Lestat sinks his teeth into Jesse's neck. Jesse gasps
      with the bite, but puts her arm around Lestat as he draws
      her into him, draining her of her very life-force as she
      holds him.

      With that Maharet's great family mural begins to weep
      blood from every name. All the Ancients turn, stare at
      the mural as...

      Lestat drinks and drinks and Jesse sighs with intimacy,
      clutching his neck and back, and drawing his bite deeper
      into her flesh. She slowly crumples to the floor, being
      drawn down until finally...

      Jesse lies on the floor, eyes closed and pale.    Dead.

                           AKASHA
                   Good-bye, great family.

      She turns to the MURAL with a fierce gaze. Flash! It
      EXPLODES, CRUMBLING to a million pieces on the ground.
      Maharet stares in horror.

                           AKASHA
                   Now, my children, remember your
                   real family! Or else.

      She turns to them with a killing smile.

                           LESTAT
                   But, My Queen, you've forgotten my
                   reward!

      She turns to him.

                           AKASHA
                   That's right. My King, you've
                   just earned your crown.

      Lestat smiles with a blood-stained mouth. Akasha
      approaches Lestat and offers him her vein. She looks
      scornfully at the others as he cradles her wrist...

                                             (CONTINUED)

                                                                   118.

193   CONTINUED:    (5)                                                   193

                           AKASHA
                   You see how he obeys.    You will or
                   you will all die!

      Lestat looks once at Marius, then sinks his teeth into
      its original font. He drinks as Akasha gasps with
      pleasure at giving so much pleasure to him. She keeps
      smiling to the others. But Lestat doesn't stop drinking.
      Akasha looks back to him, her face changing.

                           AKASHA
                   That's enough, Lestat.

      Still Lestat doesn't stop.

                             AKASHA
                   Lestat.    Enough.   Stop!

      (NOTE: Scene as scripted here is quite different from
      what was analyzed in boards. Notable potential expense
      or savings indicated with brackets. [])

      But Lestat clamps down even harder.       Akasha thrashes,
      trying to release herself.

      Maharet and Marius realize what he's doing, see the
      chance Lestat has gained for them. A silent signal
      passes between them as...

      The Ancients make an instantaneous decision. Akasha
      looks up, gasping, in time to see Maharet, Marius,
      Khayman, Armand, Mael, Pandora flying towards her.
      Akasha lets out a hiss...

      Most of the Ancients are thrown to the ground while Mael
      ignites in mid-air. Mael's skin bubbles. He screams,
      the veins in his face rise up and explode as if his blood
      were burning acid...

      Pandora too bursts into flames.       She falls to the ground.

      But Lestat, strong with Akasha's blood, keeps his hold
      and Khayman, Armand, Marius, Maharet fly at her again.
      They swarm over Akasha. She rises into the air,
      thrashing about, but they hang on, forming a flying mass
      of flailing limbs.

      The THUMP of Akasha's HEART ACCELERATES as they try to
      drain her...

      Akasha turns on [Khayman to incinerate him. Flash. He
      screams as his blood boils, exploding out of his
      fingertips -- But he doesn't ignite... His wounds quickly
      heal. He moves in for another attack...]

                                                (CONTINUED)

                                                               119.

193   CONTINUED:    (6)                                               193

      The Ancients are still flung around by Akasha's great
      strength, but they all hold on, as the thrashing finally
      begins to subside. The mass of bodies sinks to the
      ground. The Ancients pull back to reveal that...

      Akasha's skin is deathly blue white.    In horror, she
      manages to spit out her words.

                           AKASHA
                   You kill me, you kill yourselves.

      The Ancient Ones look to each other, uncertain a moment.

      Akasha gazes at them, then turns slowly, fixes her gaze
      on Lestat. He gazes back at her.

      Suddenly, Akasha takes her chance, rises, her eyes flare
      green, marshalling the last of her wrath. Lestat cries
      out in agony as smoke rises from his limbs.

      Fiercely determined, Lestat bites into Akasha's throat,
      this time for the kill. Akasha sinks her nails into his throat.
       He hangs on, his teeth deep. They are locked in mortal combat.
       Akasha slowly sinks to the ground, real
      fear in her eyes as her strength finally vanishes.

                           MAHARET
                   Wait, Lestat! You must stop!

      Lestat pulls away, leaving Akasha hanging in a twisted,
      unnatural angle.

      They all stare waiting to see what will happen...

      ... Maharet moves quickly. She strides over to Akasha
      and sinks her fangs into Akasha's neck. Akasha struggles
      but this time she cannot even rise up. Maharet does not
      stop. A HOWLING sound as if from hell fills the room.

      The Ancient Ones stare at Akasha, step back in awe.
      Lestat sits up, burned but still alive to see...

      Akasha's skin begins to grow horribly pale, to harden and
      cake into a chalk. There's no blood left to flow from
      the gaping holes in Akasha's flesh. She slowly begins to
      transform back to her frozen statue state. Her skin
      returning to MARBLE. CRACKS multiply, becoming fissures.
      Finally, Akasha literally falls to pieces, SMASHING on
      the stone floor like porcelain.

      A silent moment. The Ancient Ones look at each other,
      astonished, as they realize they're still "alive."

                                             (CONTINUED)

                                                             120.

193   CONTINUED:    (7)                                             193

                           KHAYMAN
                      (whisper)
                   We survived!

      The Ancients let out relieved hisses.

      But Lestat is only concerned about Jesse. He rushes to
      her, picks up her lifeless head, takes a dagger from the
      floor and slices his wrist. He brings the open vein to
      Jesse's mouth, but she's not moving. Lestat bends down
      to her ear and whispers.

                           LESTAT
                   I left you one drop, my love.
                   Drink deep and live.

      Jesse's lips slightly move and quiver as she tastes the
      blood. She begins to take the blood inside her and then
      finally truly drink and revive as Lestat cradles her.
      She pulls away, gasping. Lestat looks into her eyes.

                           JESSE
                   I thought I'd lost you...

                           LESTAT
                   Drink, my love.

      Her lips move to his wrist. Lestat strokes her hair,
      soothes her. Jesse gasps as pain courses through her.
      Lestat holds her close. She looks up at him, their eyes
      are locked together.

                           LESTAT
                   I will never leave you again.

      He holds her tight in his arms.

      All the Ancients gaze at Lestat, now understanding what
      he did.

      Slowly Jesse rises, gazes at Lestat, her face pale, her
      eyes glowing. Then Jesse turns, stares at Maharet. All
      the Ancients turn, follow her gaze.

      A whiteness is spreading across Maharet's face and skin.
      Maharet stares at her arms and legs, slowly turning to
      stone. Jesse goes to her.

                           JESSE
                   Maharet...

                                               (CONTINUED)

                                                                    121.

193   CONTINUED:    (8)                                                    193

                           MAHARET
                   My child, let me look at you...
                   You are finally happy. It is as
                   it should be now... I will watch
                   over you always.

      Maharet reaches out, embraces Jesse. Then Maharet sinks
      into a chair and freezes into a statue.

                           ARMAND
                      (a reverent whisper)
                   She took Akasha's last drop, took
                   Akasha's death into herself.
                   Behold, our Queen... our new
                   mother...

      The Ancients slowly bow to Maharet. Jesse slowly slips
      from Maharet's arms. Goes into Lestat's arms.

                           JESSE
                   Is she... dead?

                           KHAYMAN
                   No, she will live forever. She
                   sleeps. She sleeps, and dreams of
                   us.

      Jesse and Lestat hold onto each other, gazing at
      Maharet's face. On Maharet's lips is the most content of
      smiles. Jesse wipes away a tear.

      Marius turns to Lestat.    Their eyes meet.     Then Marius
      bows at Maharet's feet.

                           MARIUS
                   My Queen, I will watch over you
                   always.

                                              DISSOLVE TO:


194   EXT. TALAMASCA HEADQUARTERS (LONDON) - EVENING                       194

      The sun has long disappeared as the darkness settles.


195   INT. TALAMASCA HEADQUARTERS - EVENING                                195

      The shadows creep up the doorway.


196   INT. TALBOT'S OFFICE - CONTINUOUS ACTION                             196

      Talbot sits at his desk covered with news clippings.

                                                            122.

197   CLOSE ON CLIPPINGS                                           197

      Images from the concert... "Mass Hysteria"... "Rock 'n'
      Roll Nightmare"... "Drugs in Water Supply"... The
      headline "Band starts World Tour but where is Lestat?"...

                        JESSE (O.S.)
                Good question...


198   BACK TO SCENE                                                198

      Talbot looks up to see Jesse and Lestat looking over his
      shoulder. He leaps out of his seat. Sees the change in
      her instantly.

                           TALBOT
                Jesse.     My God...

                        JESSE
                   (smiles)
                David, this is Lestat.

      He looks at Lestat, fear in his eyes.

                        TALBOT
                How do you do?

                        LESTAT
                Charmed, I'm sure.

                        JESSE
                I told you I'd return with my
                findings. Here they are.

      David stares, shaken.

                        TALBOT
                But please, sit down. You'll have
                to excuse me... it's just so...
                so...

                        LESTAT
                Unexpected?

                        TALBOT
                Strangely, no...

      David looks sadly at Jesse.

                        JESSE
                Please don't be sad. I'm where I
                belong. I'm happy now.

                                              (CONTINUED)

                                                            123.

198   CONTINUED:                                                   198

      Lestat, content for the first time since we've known him,
      looks lovingly to Jesse. A flicker of curiosity crosses
      David's face.

                           TALBOT
                   Excuse me for asking but...

                           JESSE
                      (smiles)
                   What's it like?

                             TALBOT
                   Yes.

                           JESSE
                   Do you want to find out?

                            TALBOT
                   Me?... No. I'm too old to live
                   forever.

                           JESSE
                   Well, if you ever should change
                   your mind... Oh. I have a present
                   for you. From an old friend.

      She hands Talbot a canvas. It's a painting. He stares at
      it. The painting shows Lestat's concert. And in the
      crowd, Talbot finds Marius, now looking straight out at
      the viewer, a smile on his lips. Talbot sees standing
      beside Marius is Talbot himself, dancing with a young,
      pretty Goth. Talbot smiles.

                           JESSE
                   And Marius sent a message. You
                   were right. He doesn't go to the
                   Dorchester. But he's gonna be at
                   Claridge's later...

      Talbot stares at them.

                           JESSE
                   Well, I guess this is good-bye.

                            TALBOT
                   Yes.   Take care of her, Lestat.

                             LESTAT
                   Always.

      Talbot looks at Jesse, once his spiritual daughter.

                           TALBOT
                   Good-bye, Jesse.

                                              (CONTINUED)

                                                            124.

198   CONTINUED:    (2)                                            198

      Talbot closes his eyes to shut out a tear, and Jesse is
      at his side and leans down to whisper in his ear...

                           JESSE
                   Good-bye, dear friend.

      Talbot opens his eyes to say something, but they're gone.
      Talbot turns to the painting. Stares at Marius for a
      long moment. Then stands, grabs his coat, heads for the
      door.


199   EXT. LONDON STREET - NIGHT                                   199

      Jesse and Lestat come out of the Talamascan headquarters.

      He takes her hand and together they float up over the
      wall and out to the street. Lestat pulls Jesse into his
      arms.

      They kiss. It's long, deep, romantic. They pull away,
      gaze sweetly, lovingly, into each other's eyes...

      And exchange happy, fanged smiles...

                           LESTAT
                   Shall we go get a drink, love?

      She smiles, nods. Lestat and Jesse take each other's
      hands, move into the crowd, zipping through the streets
      at that STRANGE preternatural SPEED...

      ... and vanish into the night.

                                             FADE OUT.




                                 THE END