Actor Point >> Movie Scripts >> The Haunting Film Script

The Haunting Movie Script

Writer(s) : David Self, Michael Tolkin

Genres : Horror, Mystery, Thriller

Search IMDb : The Haunting





   





                     THE HAUNTING OF HILL HOUSE



                            By David Self


                     Revisions by Michael Tolkin




                Based on the Novel by Shirley Jackson




     11/10/98
     Initial Shooting Script






     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS.
     THEY HAVE BEEN REMOVED FOR THIS SOFT COPY.




     BEGIN MAIN TITLE SEQUENCE.

     At the very edge of hearing, the tone of human VOICES.  
     Unintelligible, babbling, eerie.  Then a loud FLAPPING SOUND.  It 
     shifts from one side of the theater to the other, like something 
     moving among the wall hangings.

     As the TITLE appears, the noise mounts, drowning out the VOICES,
     agitated, becoming violent, banging... inhuman.

     FADE IN:

     EXT. HOUSING PROJECT, CHARLESTOWN, MASSACHUSETTS - DAY

     ON a housing project in the industrial outskirts of Boston.  The
     BANGING seems to flutter away, leading us along, searching... to a 
     tiny balcony, one of dozens, ten stories up.  And there, the source 
     of the sound --

     -- A SHEET, snapping in the wind.  The umbrella-like clothes line 
     on which it hangs bangs against a dirty glass door as if trying to 
     get in.

     THROUGH THE GLASS DOOR a woman paces inside, agitated.  The VOICES 
     rise over the banging, becoming intelligible --

     INT. LIVING ROOM, NELL'S APARTMENT - DAY

     -- becoming a fight.  JANE, 30s, dark-haired, furious, wheels
     across a diminutive, neat, but poor living room.

                               JANE
                   It'll take a month to probate the
                   will, Nell!  A month!  Even if
                   Mother left you something, you
                   won't get it in time to pay the
                   rent.  So instead of complaining,
                   you should be thanking Lou for
                   getting you these two weeks to get
                   Mother's things packed.

     At first we can't even see who she's yelling at.  At first we don't
     even notice her.  Then we do...

     Holding herself, in a dim corner away from the light, small, plain,
     like a part of the faded room is ELEANOR VANCE, 20's -- Nell.
     She stares at the door.  The clothes line raps at the begrimed
     glass.

                               JANE (cont'd)
                   Nell?

     The wind dies, the banging stops.  Nell seems to hear Jane and 
     peers over at her, then across the room to Jane's bored husband,
     LOU.  He's turning a Franklin Mint commemorative coin set in his
     hands, studying it.

                               LOU
                   You're still going to have to
                   settle with your mother's landlord 
                   on the back rent.

     Nell watches Jane's little boy, RICHIE.  Unpacified by the 
     cartoons on the TV, he plows a plastic tank across a shelf through 
     neat rows of delicate PORCELAIN DOLLS.

                               NELL
                   I'm not going to stay.  I'll get a 
                   job.  I'll get my own apartment.

     Richie knocks a porcelain DOLL off, and it breaks all over the 
     carpet.  His parents don't notice.  But Nell feels it in the soul.  
     Richie stops.  A long beat.  He looks at her, insolent, then plows 
     on with his tank.

                               JANE
                   Nell.  A job?  Two months and
                   where is this job?  You have no
                   degree, you've never worked --

     Nell explodes in outraged fury, startling us.

                               NELL
                   -- I've never worked? --

                               JANE
                   You have no experience in the
                   world... the regular world.  What 
                   would you put on a resume?
                          (beat, softening)
                   Now we all appreciate what you did 
                   for Mother.  Isn't that right, 
                   Lou?

                               LOU
                   Eleven years.  Long time.

                               JANE
                   That's why we've been talking.
                   With me getting more time in
                   Accessories, and Lou at the shop 
                   all day, we need somebody to take 
                   care of Richie, do a little 
                   cleaning and cooking.  And in 
                   return you can have the extra 
                   room.

     She goes to Lou, puts a hand on his shoulder, proud of her 
     generosity.  All Nell can do is stare.

     And then: KNOCK KNOCK.  Like a shot Nell is out of the chair and
     turning for a set of FRENCH DOORS across the room.  It's all 
     reflex.  Nell catches herself.

     KNOCK KNOCK.  Richie, lying on the couch like he's sick, raps on 
     the wall with a wooden CANE and squeals:

                               RICHIE
                   Eleanor, help me!  I've got to 
                   pee!

     Nell REACTS, but rather than being amused or annoyed, a wave of 
     TRAUMA flickers over her face.  The reaction is so strong we 
     instantly know something is very wrong.

                               LOU
                   Richie, knock it off before I beat 
                   the crap out of you!

     Nell turns away, sick, breathing hard.

     Jane picks up a JEWELRY BOX from a dresser.

                               JANE
                   You're sure this is all of 
                   Mother's jewelry?  The lawyer said 
                   to make sure we took it to him...
                          (beat)
                   He said there might be some 
                   antique pieces.  Have you seen
                   anything?  Some of it might be
                   valuable.

     Nell knows what is going to happen to that jewelry.  Jane no longer 
     can bear the weight of Nell's stare, checks her watch.  She nods at 
     Lou.  Lou rises, pocketing the coin set.  Richie follows him out.

                               JANE (cont'd)
                   Think about our offer, Nell.  You 
                   don't know how hard it is out 
                   there.

     INT. NELL'S KITCHEN - DAY

     Nell rams through the door into the small kitchen, spotless, empty.
     And then bursts into tears.  Shaking, she digs in her back pocket 
     and pulls out a FINE FILIGREE NECKLACE.  Her mother's.  It's from 
     an age gone by.

     Clutching the necklace, she goes back out the door.

     INT. LIVING ROOM, NELL'S APARTMENT - DAY

     Nell crosses the living room straight for the closed French doors, 
     the glass obscured by gauze curtains.  She throws them open and 
     enters --

     INT. SICK ROOM - DAY (CONTINUOUS)

     -- what once was a dining room.  Transformed into a sick room.  
     Drawn shades.  Dim.  The first traces of dust.

     Nell lingers in the doorway a beat, daunted.

     A perfectly made bed.  The PILLOW, however retains the IMPRESSION 
     of a head.  Lodged between the bed and a nightstand, a CANE.  On 
     the opposite side of the bed is a plastic toilet.  I.V. stand.  
     Shrouded white shapes.

     On the wall above the bed, a framed needlepoint counsels: A PLACE 
     FOR EVERYTHING, EVERYTHING IN ITS PLACE.  A bit of wisdom.  A way 
     to live a life.

     A way Nell has lived for too long.  Seeing it galvanizes her into
     movement.  She goes to an old armoire, a medicine chest, opens it,
     removes a BOTTLE OF TYLENOL WITH CODEINE and marches out.

     INT. LIVING ROOM, NELL'S APARTMENT - DAY

     Nell closes the doors on the chamber of horrors, exhales.  She has 
     been holding her breath.

     INT. NELL'S KITCHEN - DAY

     Nell sits at her tiny kitchen table, water glass and Tylenol in 
     front of her.  The necklace dangles from her fingers.  She stares, 
     mesmerized by it.  Then she undoes the hasp.  The clothes line 
     outside BATTERS louder --

     -- and, defiant, Nell puts the necklace on.  She closes her eyes.

     Silence.  The battering has stopped.  A BEAT.  And then the PHONE 
     RINGS.  Nell opens her eyes.  The phone RINGS.  Keeps ringing.  
     Nell, feeling the drug, finds her way to the phone and picks up.

                               NELL
                   Hello?  Yes, this is Eleanor.
                   -- Where?  Yes, it's right here.

     Nell listens for a long moment.  She picks up the classifieds, 
     flips through.  And there it is:

                         TROUBLE SLEEPING?

     WANTED - RESEARCH SUBJECTS.  $900.00/.WEEK + RM.&BD. @ BEAUTIFUL 
     OLD HOUSE IN BERKSHIRES.  PSYCHOLOGY STUDY.

     END MAIN TITLE SEQUENCE

     INT. PSYCH OBSERVATION LAB - DAY

     The lab feels more like the video center of a security office than 
     a psychologist's laboratory.  Two banks of black and white monitors 
     give us images of men and women, different ages, different races, 
     wired to electrodes.  They are taking psychological tests, although 
     we never see the Testers.  The subjects are working through 
     variations on object manipulation and pattern recognition tests.  
     There are subtle differences between the two banks of monitors.  On 
     the left, the subjects are all twitching at exactly the same time, 
     on the right, the subjects are also twitching, but in no 
     discernible sequence.  The subjects on the left are better able to 
     concentrate on their tasks.  The subjects on the right keep 
     stopping, and going over what they have done.

     Two men, MALCOLM KEOGH, in his 50's, is a graying professor, the 
     head of the department; someone we trust.

     He faces PROFESSOR JAMES MARROW.  He is a man whose confidence 
     rests uneasily on his ambition, and in the tension between the two 
     is the power that makes him the teacher students love.  Right now, 
     though, he is defending himself before a Department Review.  This 
     is not a court martial with judges behind a desk, it's more free 
     form.

     The men are having a fight, and they are watched by OTHER 
     PROFESSORS.

                               MALCOLM
                   It's still an electric shock!

                               MARROW
                   Come on Malcolm, it's only seven
                   ohms, it's nothing, it's like a
                   joy buzzer!  And it's not about
                   the pain, it's about the
                   interference with concentration...

     Malcolm looks at the monitor.  This is Marrow's chance to explain 
     it again.

                               MARROW (cont'd)
                   Look, look at what it does!  The 
                   subjects on the left, because they 
                   anticipate the shocks, make the 
                   adjustment, and lose nothing on 
                   their scores.  The subjects on the 
                   right, because the shocks are 
                   random, can't anticipate, and the 
                   distraction throws them off.

                               MALCOLM
                   Stop defending your science after 
                   the fact, Jim.  The department 
                   protocol for research is very 
                   clear about this, and you violated 
                   the rules.  I know, I know, I know 
                   that "Fear and Performance" is a 
                   big sexy idea, but as long as I'm 
                   chairman here you will need this 
                   department's endorsement to 
                   publish it, and right now I can't 
                   do that.

     At this moment, MARY LAMBRETTA, late 20's, Marrow's pretty T.A., 
     opens the door with an armload of files.  Whatever else she's 
     wearing, she wears glasses.  Marrow, seeing her, motions for her to 
     go away.  He doesn't break eye contact with Malcolm.  Mary 
     hesitates...

                               MARROW
                   Malcolm, this is essential work 
                   I'm doing.  Just think what my 
                   research can do for education.  
                   Elementary school classrooms near 
                   train tracks or airports, where 
                   loud noise is random; this helps 
                   to prove the need for sound 
                   insulation if the children are 
                   ever going to learn to read.

                               MALCOLM
                   And that will be a good place to 
                   end this study.

                               MARROW
                   No, Malcolm!  Individual 
                   performance is only part of it.  I 
                   know why baseball players choke 
                   for no reason, I know why 
                   violinists throw up with fear 
                   before every concert, and need to, 
                   to give a great performance, but 
                   what I want to know is, how fear 
                   works in a group...

                               MALCOLM
                   Not the way you've constructed 
                   your group, it's just not ethical!

                               MARROW
                   But if the group knows it's being 
                   studied as a group, you 
                   contaminate the results.  The 
                   deception is minor.

     Malcolm sees Mary Lambretta.

                               MALCOLM
                   Are you working with her?

                               MARROW
                   Mary, I'll meet you outside.

     She understands, and she closes the door.

                               MALCOLM
                   Why are you working with her?  
                   Mary Lambretta was thrown out of 
                   the department for trying to get a 
                   Ph.D. in psychic studies.

                               MARROW
                   And after she was thrown out, she 
                   needed a job.

                               MALCOLM
                   You don't believe in the 
                   paranormal.

                               MARROW
                   No, but she does, and that's all 
                   that matters.

                               MALCOLM
                   Does she know that's why you're 
                   using her?

                               MARROW
                   No.

                               MALCOLM
                   I, I just can't...

                               MARROW
                   She needed a job, Malcolm.  And 
                   she's smart.  And she helps me.

                               MALCOLM
                   I have a bad feeling about what 
                   you're doing.

                               MARROW
                   This is the last chapter.  Please, 
                   please give me clearance.  It's 
                   for science.

     Marrow waits.

                               MALCOLM
                   I'm gonna hate myself for this.

     But he nods.  Permission granted.

                               MARROW
                   Thank you.

     INT. HALLWAY OUTSIDE LAB - DAY

     They open the door.  They walk out.  Mary is there.  She closes her 
     eyes, and does a gypsy voice.

                               MARY
                   I see a hostile man... he's (she 
                   describes him).  The hostile man 
                   does not believe in Madame Velka.

     This relieves the pressure.  Malcolm is not listening anymore and
     storms off.

                               MARY
                   You know what he's really upset 
                   about?

                               MARROW
                   What?

                               MARY
                   You're going to publish, he's 
                   going to perish... And why did you 
                   hire me for this?

     Marrow has a sly smile.  They go into his office through another 
     door in the lab.

     INT. MARROW'S OFFICE - DAY

     Long, narrow, badly lit, it's filled with filing cabinets, stacks 
     of unread textbooks still in publisher's plastic, a desk with 
     computer.  As soon as they enter, Mary looks at the phone.

                               MARY
                   It's for you.

     And then the phone rings.  He doesn't pick it right up, he lets it
     ring.

                               MARROW
                   You hear the vibrations in the 
                   wire.  There's a magnetic pulse in 
                   the wires, you feel it.  I could 
                   test it.

                               MARY
                   Test it.

     The phone still rings.  Marrow answers.

                               MARROW
                   Yes, this is Doctor Marrow.

                               MARY
                   How'd I know it was for you?

                               MARROW
                          (quickly)
                   Because it's my phone.
                          (back to the phone)
                   Yes... Mrs. Dudley, just leave the 
                   boxes inside, thank you.  See you 
                   soon.  Thank you.

     He hangs up.

     Marrow is trying to read the first file as he goes to his desk.  
     Mary shows him a huge CORKBOARD covered with photos, articles, and 
     various items.

                               MARY
                   Here's how they're organized.  
                   Groups of five, very different 
                   personalities: scored all over the 
                   Kiersey Temperament Sorter just 
                   like you asked for.  And they all 
                   score high on the insomnia charts.

                               MARROW
                   Good.

     A PHOTO OF NELL falls on the floor.  Marrow scoops it up.  He holds 
     the photo of Nell up to Mary, and look at the written notes and 
     studies the graphs that go with it.

                               MARROW (cont'd)
                   This is correct?

                               MARY
                   Her mother died two months ago.  
                   She says she really wants to do 
                   this.  I didn't know if it'd be 
                   taking advantage...

     Marrow considers the lonely image for a long moment and then looks 
     at the graph of her test scores.

                               MARROW
                          (meaning the graph,
                           not the face)
                   What a beautiful profile.  How do 
                   you feel about her?  What does 
                   your intuition say?

     Mary balks at his teasing.

                               MARY
                   I put my favorites on the top.

     Marrow continues to study the files.

                               MARROW (OC)
                   Okay... this one's good... 
                   Extrovert Feeler... Okay... This 
                   one I like, too...

     We don't pay as much attention now to the cork board as to other
     images on the wall.  We find clinical-looking shots from Stanley
     Milgram's experiments: subjects appearing to scream in response to
     electrical shock.

     Rows of weeping prisoners in the Stanford prison experiment.

     Photos of victims crushed under the stands of a soccer stadium, the
     aftermath of a riot.  A picture of the Fuhrer before his mesmerized
     masses.  Mary opens a large envelope.  She takes out a photograph 
     that we can't see.

                               MARY
                   What's this?
                          (has to get his
                           attention)
                   What's this... this picture?

                               MARROW
                   That?  That's Hill House.

                               MARY
                   This is where we're going?

                               MARROW
                   Yes.  It's perfect, isn't it?

     Mary studies the picture, and she can't answer him.  In her 
     glasses, we get the thinnest reflection of the photograph, a 
     glimpse of dark brick and high chimneys.

     INT. NELL'S CAR - DAY

     Nell, in a rust-wormed old Buick, glances from the road to 
     computer-drawn DIRECTIONS TO HILL HOUSE.  She HUMS A TUNE, soft, 
     lonely, like a lullaby but eerie, off-key.

     EXT. ROUTE 39 - DAY

     The car speeds down the country road, past old stone walls, out 
     into rolling meadow, its winding route taking it across the western
     Berkshires, farther and farther into the glorious hills.

     INT. NELL'S CAR - DAY

     Countryside speeds by.  She passes an antique store in a barn.  A
     handpainted sign warns MELBY'S APPLE FARM 100 YARDS.  Nell grabs 
     for the window handle, letting in air.

     She snorts, smelling, breathing like it was the first time in her
     life... sounding like a pig.  And it makes her burst out in
     embarrassing, animal laughter.

     EXT. HILLSDALE - DAY (ESTABLISHING)

     The white-steepled church, five stores and gas station of Hillsdale
     lie in a forgotten notch in the hills.

     EXT. GAS STATION - DAY

     Nell is pumping gas at a country station.  She is alone at the 
     pump.  As she finishes, she hears a BABY CRYING.  She looks up.  
     She is immediately drawn by the sound.

     She moves to a car at another pump.  The car is empty.  The windows 
     are rolled up.  She peers into the car, through the window, and 
     sees a toddler in a car seat.  The child is crying.  Nell looks 
     around, no one is there.  She makes faces at the baby, coos to it.

                               NELL
                   Hello Baby...

     She does a peek-a-boo game, and the baby stops crying, the baby 
     even starts to giggle.

     A VOICE from behind.

                               MOTHER (O.S.)
                   What's going on, what happened?

     Nell turns.  The Mother is a busy country mom, arms filled with 
     stuff from the gas station's market.

                               NELL
                   She's okay.  She woke up and she 
                   saw she was alone.

     The mother has the car open and the baby is smiling now.

                               MOTHER
                   Say thank you, Spencer.
                          (too much of an
                           explanation)
                   I was getting her something to 
                   drink.  She's been crying all 
                   day...

                               NELL
                   That's all right.

                               MOTHER
                   Of course you know, how many 
                   children do you have?

                               NELL
                   None.

                               MOM
                   Then you're a teacher.  Nursery 
                   school.

                               NELL
                   No.

                               MOM
                   You just... you seem like someone 
                   who takes care of children, lots 
                   of children.

                               NELL
                   Maybe... maybe someday.  I'd like 
                   that.

     The woman smiles in something like sympathy, and gets in her car.  
     When she does, we see a friendly GAS STATION ATTENDANT appear 
     behind Nell.

                               NELL (cont'd)
                   Umm, I'm a little lost.

                               GAS STATION ATTENDANT
                   Where you going?

     Nell takes out her computer drawn directions and an old map.

                               NELL
                   They sent me directions and I've 
                   got a map, but it's kind of 
                   confusing.  Here... it's a place 
                   called Hill House?

     His helpful attitude changes dramatically.

                               GAS STATION ATTENDANT
                   Hill House.

     He takes the map book and tears out the page and crumples it up.

                               NELL
                   What are you doing?

                               GAS STATION ATTENDANT
                   You don't want to go there.

     He turns abruptly and walks away.

                               NELL
                   Did I say something wrong to you?

     Nell slams the Buick door, and breathing hard, starts the engine.  
     She gets control, and puts the car in gear.  She's shaken.  Badly.

     EXT. COUNTRY LANE - DAY

     Nell's Buick bounces over a country road.  The car works its way up
     into the steep, switchbacking hills.

     INT. NELL'S CAR - DAY

     Nell looks out at the forest, feels a chill.  The road is more like 
     a tunnel through the forest than a road.

     EXT. HILLS - DAY

     Nell's car speeds through the trees, climbing the hills, higher and
     higher into the awesome solitude.

     INT. NELL'S CAR - DAY

     Nell takes a final switchback, and something off to the right 
     catches her eye, then is gone in the trees.  She watches again for 
     it.  There.  A glimpse of a gray stone property wall set back 
     twenty yards from the road.

     There it is again.  Moss-greened, twenty feet high, a wicked array 
     of iron spikes and glass mortared atop it.

     And then out of the tangled forest in front of her looms a pair of
     immense stone pillars.  Between them, a steel GATE as high as the 
     wall, chained and padlocked.

     EXT. HILL HOUSE GATE - DAY

     The gate stands immense.  Silent.  Forbidding.  Beyond them a 
     gravel drive curves away through the trees.  Nell kills her car, 
     gets out, instructions in hand.  No one in sight.  A long beat.  
     She reaches in and blows the HORN.

     The HORN shatters the air, rackets off the trees beyond the gate,
     echoing.  Silence.

     Nell blows the HORN a sustained staccato in annoyance.  The echo
     replies in a terrible, deafening battering of sound.  Nell covers 
     her ears.  Silence once again.

     In a fit of agitation she goes to the padlock and rattles it.  It's
     locked good.  She turns --

     -- and there is a man right behind her.  It is MR. DUDLEY, his hair
     tied back like an ex-hippie.  He stands between Nell and her open
     car door, weed spear in hand.  He smiles at her -- rough, dirty,
     massive.

                               MR. DUDLEY
                   What do you want?

                               NELL
                   Oh!  You scared me.

                               MR. DUDLEY
                   Me?  No.  What are you doing here?

                               NELL
                   Are you Mister Dudley, the
                   caretaker?

                               MR. DUDLEY
                   Yeah, I'm Mister Dudley, the 
                   caretaker.  What are you doing 
                   here?

                               NELL
                   I'm with Dr. Marrow's group.  I'm 
                   supposed to check in with Mrs. 
                   Dudley up at the house.  Is she 
                   here?

     She hands him the directions.  He glances at them.  She uses the
     distraction to get into her car.

                               MR. DUDLEY
                   Maybe she is...

     INT. NELL'S CAR - DAY

     Nell looks at the gate, some part of her aware it's a point of no-
     return.  Mr. Dudley eases over to her window.  Mr. Dudley gives her 
     one last look and goes to the gate.  He produces a keyring and 
     undoes the padlock.

                               NELL
                   Why do you need a chain like that?

                               MR. DUDLEY
                   That's a good question.  What is 
                   it about fences?  Sometimes a 
                   locked chain makes people on both 
                   sides of the fence just a little 
                   more comfortable.  Why would that 
                   be?

     He unwinds the enormous chain, heavy turn after heavy turn.  The 
     gates swing in, revealing HILL HOUSE.

                               NELL
                   Is there something about the 
                   house?

                               MR. DUDLEY
                   Mrs. Dudley'll be waiting for you.

     Grinning, Dudley steps aside and Nell rolls through.  And at that 
     he just grins wider.  Nell pulls away.  Disturbed, she watches him 
     in the rearview mirror.  She turns and in front of her sprawls Hill 
     House.  At center, the features of the oldest part of the House 
     dwarf all others: towering, eye-like windows and the jaws of a 
     Grand Entry with carved ebony doors.

     EXT. HILL HOUSE DRIVEWAY - DAY

     The car rumbles up the drive toward the carport.

     INT. NELL'S CAR - DAY

     Nell stops the car in front of the entrance, right inside the 
     carport.  In the silence all we can hear is her breathing.

     EXT. HILL HOUSE - DAY

     Her car sits in front of the house, tiny, alone.  Its brake lights 
     go off.

     The finger-like pillars of the car port seem like a hand pinning 
     the car in place under the House's gaze.

     Nell gets out of the car.

     Nell stares, daunted... yet there is something about the House.  A
     romance in its lilac heavy Gothic decay.  Nell feels it, is drawn 
     to it.

     EXT. GRAND ENTRY - DAY

     Nell, suitcase in hand, climbs the steps to the front doors.  On 
     closer inspection, the snaking shapes of the carved doors depict a 
     Garden of Eden.  At center on the knocker, a tarnished silver Adam 
     takes the forbidden fruit from his counterpart Eve.

     Nell lifts Adam and knocks heavily.  There is no answer.  Nell 
     looks around for some sign of life.

     Off to one side is a LADDER and PAINT CANS.  Somebody must've been
     touching up the window trim.

     When she looks back the door is AJAR a fraction of an inch.

                               NELL
                   Hello?  Hello?  Mrs. Dudley?  Mrs. 
                   Dudley, are you here?  Anybody?

     Tentative, she pushes it open into --

     INT. GRAND ENTRY - DAY (CONTINUOUS)

     -- a vast entry towering away to a ceiling lost in shadow far 
     above.  Rays of light filter through floor-to-ceiling curtains.  
     Doors lead off in a half dozen directions.

     Every piece of woodwork or plaster in the house is carved, 
     filigreed, painted or ornamented in wild, ornate fashion.  It 
     overwhelms the eye.

                               NELL
                   Wow...

     She turns around, sets her suitcase on the marble floor.  A short
     hallway straight ahead seems to let onto some vast space, dimly 
     lit.

     And then Nell hears a SOUND.  Carrying through the empty halls from
     some distant place: a low, plaintive MOAN.

     Nell freezes.  The MOANING stops.  Nell strains her ears.  And then 
     the MOAN again.  It comes from the short hallway ahead.  Nell 
     starts for it.  The Moan stops.

     INT. HALL FROM ENTRY TO GREAT HALL - DAY

     Nell moves down the hall.  It's dim, stale, lined with pier tables,
     candelabra.

                               NELL
                   Hello?  Hello?  Mrs. Dudley?

     Her voice echoes from the room beyond.  She follows her own voice
     into --

     INT. GREAT HALL - DAY (CONTINUOUS)

     -- A long, oval great hall.  Passages and doors lead off in all
     directions to God-knows-where.  A double-grand staircase at the far 
     end ascends to a landing shrouded in darkness before turning up the 
     next floor.  Magnificent ANIMAL HEADS carved on the newel posts 
     glare at her.

     Nell makes her way past clusters of furniture, stops at the center.
     Silence.  An ENORMOUS FIREPLACE dominates one wall.  Large enough 
     to stand in.  An iron mesh SCREEN hangs in its mouth.  Mantle and 
     chimney rise in dark, baroque masonry, becoming lost in the shadows 
     above.

     The MOANING sound.  Nell spins away from the fireplace.  The sound 
     rises from the door at the very back of the hall.  Nell takes a 
     step toward it.

                               NELL
                   Mrs. Dudley?

     She moves up to the door, puts a hand out to it.  The MOANING 
     rises. Nell pushes through --

     INT. 1ST FLOOR HALLWAY TOWARDS KITCHEN - DAY (CONTINUOUS)

     -- into a much narrower, curving hallway.  Doors all along it.  The
     sound comes from the door right there across from the one Nell just
     came through.  She flings it open --

     INT. KITCHEN - DAY (CONTINUOUS)

     -- and comes through into a vast kitchen.  A woman in black with 
     her back to Nell stands at a counter.  The moaning comes from a
     disreputable old CAN OPENER.

     Nell breaths, feels stupid.  The woman senses her, turns from her 
     cans of potatoes.  She is MRS. DUDLEY, sallow, unsmiling.

                               MRS. DUDLEY
                   It's make the soup or answer the 
                   door.  Can't do both.

                               NELL
                   Mrs. Dudley.

                               MRS. DUDLEY
                   So far.

     Mrs. Dudley wipes her hands, regards Nell, nods.

                               NELL
                   I'm Eleanor Vance, I'm with --

                               MRS.  DUDLEY
                   -- Dr. Marrow's group.  You're the 
                   first.

     Mrs. Dudley just stares with her sunken face.  It unsettles Nell.

                               MRS. DUDLEY (cont'd)
                   I'll show you your room.

     INT. GRAND STAIRWAY/MEZZANINE - DAY

     Mrs. Dudley glides up the stairs.  Nell follows, hoisting her 
     suitcase after her.  It appears the mezzanine ahead leads to a 
     hallway.  But as we draw closer what we thought was a hallway is an 
     ENORMOUS OIL PAINTING.  In it stands a man, his features lost in 
     the shadows above, only his body visible.

     The nameplate reads HUGH CRAIN.

                               NELL
                   Hugh Crain.

     Nell looks up: Mrs. Dudley waits coldly at the top of the stairs.

     INT. 2ND FLOOR HALLWAY, NORTH WING - DAY

     Mrs. Dudley leads Nell down a curved hallway, over aged Persian
     carpets and turns to a door on her left.  She throws it open, 
     stands back.  Nell enters.

     INT. NELL'S ROOM - DAY

     Nell lowers her suitcase.

                               MRS. DUDLEY
                   The Purple Room.  You're going to 
                   be the first visitors that Hill 
                   House has had since Mister Crain 
                   died.

     The room is spacious, in a rococo gothic style with low-relief
     woodwork on the walls rising to a dark, coffered, ceiling of carved
     ivory.  A king-size bed, furniture, all in blue purple.  An open 
     door gives a glimpse of a bathroom.

     A large fireplace dominates one wall.  Its mantle is carved with 
     the faces of children, happy, at play, alive.  Nell touches the 
     wood, loving.

                               NELL
                   They're so beautiful.  Aren't 
                   they?

                               MRS. DUDLEY
                   I've seen 'em.  Lot to dust.

                               NELL
                   Well, I've never lived with 
                   beauty.  You must love working 
                   here.

     Mrs. Dudley peers at her.  A beat.  And then, cryptic:

                               MRS. DUDLEY
                   It's a job.  I keep banker's 
                   hours.  I set dinner on the dining 
                   room sideboard at six.  You can 
                   serve yourselves.  Breakfast is 
                   ready at nine.  I don't wait on 
                   people.  I don't stay after 
                   dinner.  Not after it begins to 
                   get dark.  I leave before dark 
                   comes.  We live in town.  Nine 
                   miles.  So there won't be anyone 
                   around if you need help.  We 
                   couldn't even hear you, in the 
                   night.

                               NELL
                   Why would we --

                               MRS. DUDLEY
                   -- no one could.  No one lives any 
                   nearer than town.  No one will 
                   come any nearer than that.  In the 
                   night.  In the dark.

     And with that Mrs. Dudley grins, rictus-like.  She turns and closes 
     the door after her.

     Nell stands there a long moment, the room silent, heavy, old.  She 
     goes to the windows, peers out.  Nothing but forest for miles.  The
     sun is setting.

     Nell removes her windbreaker, opens her suitcase, takes out a 
     blouse and skirt.  Decent enough clothes, but cheap, the tags still 
     on them.

     INT. 2ND FLOOR HALLWAY, NORTH WING - DAY

     Nell emerges from her room in her new clothes.  The hallway curves 
     away into the distance, lined with massive, ornate doorframes like 
     the one to her room.

     Trying to get a better look, Nell searches the walls for a light
     switch, but can't find one.  She follows the chair rail back to --

     INT. MEZZANINE - SUNSET (CONTINUOUS)

     -- the mezzanine at the top of the stairs.  She searches in vain 
     for a light switch there.  Finally she spots a set of curtains and 
     slings them open.

     The light, late-day though it is, makes her wince.  The window 
     looks down on the driveway.  Outside a BEIGE CAR crunches over the 
     gravel.  Somebody else has arrived.

     Nell watches the car move past, trying to get a glimpse of the 
     driver, but from up here, all she can see is roof.

                               NELL
                   Finally.

     She backs away from the window, spins around --

     -- and out of the darkness, powerful, mad, looms the visage of Hugh
     Crain.  It is the painting.  It is only from up here on the second 
     floor with this curtain open that the FACE is visible in the late-
     day sunlight.

     Despite the artist's discretion, the lines in the man's skin, his
     eyes, his posture, cry of unspeakable sickness.

     Unconsciously, Nell takes a step back.  In the far b.g., near the 
     end of one of the halls, a DOOR stands open, the second or third 
     set of doors in the Gothic Hallway left of the painting.  Just as 
     it starts to come into view, and we're starting to see it, it 
     swings silently shut.

     But Nell has caught the movement out of the corner of her eye.

     INT. 2ND FLOOR HALLWAY, NORTH WING - DAY

     Nell stares down the long hallway.  Which door was it?

                               NELL
                   Hello?

     No response.  She starts down the hall, slow at first, then faster.

     She passes door after door, shadow after shadow, and as she nears 
     the end of the hall... there is no door here.  Not within 20 feet 
     of, where we thought we just saw it.

     A WHISPER.  VOICES.  Nell backs away.  And then LAUGHTER.  Behind 
     her.  It's coming from another stairwell.  Very real... and very 
     human.

     INT. BACK STAIRWAY - DAY

     Nell looks down from the top of the stairs.  Below Mrs. Dudley and
     THEO, 20s, exotic, sophisticated, in Vera Wang leather, wrestle with
     a pile of designer luggage.  Theo peers up.  She's dark, sexy in an
     amused, worldly way: someone who has seen and done it all.

                               THEO
                   You may think I have a sickness 
                   about packing, but asking people 
                   to help me shlep the stuff I take 
                   with me everywhere is a cheap and 
                   exploitative way of making new 
                   friends.  My name's Theo.

     Theo foists a very heavy bag off on Mrs. Dudley who looks like she's
     been handed a snake.  That makes Nell smile.  She comes running down 
     to help with the bags.

                               NELL
                   I'm Eleanor but everyone calls me 
                   Nell.  Eleanor Vance.  Nell.  I'm 
                   really glad you're here.  Really.

     Theo is a little thrown by Nell's gushing.

                               NELL (cont'd)
                   What a beautiful jacket.

     Theo looks her over... and understands.  Nell is desperate to be 
     liked.

                               THEO
                   And what you're wearing, that's 
                   great, too.

                               NELL
                   This?  It's from a thrift shop.

                               THEO
                   What did it cost?

                               NELL
                   Fifteen dollars.

                               THEO
                   That'd be seventy in New York.  
                   You stole it!

                               NELL
                          (embarrassed by the 
                           simple truth)
                   It's all I could afford.

                               THEO
                   Wait.  You're not wearing that 
                   ironically?  This is really you?

                               NELL
                   I don't know what you mean.

     Mrs. Dudley, walking ahead, looks back at them.  Then continues up. 
     Theo makes a face at Mrs. Dudley's back.  Nell smiles, a little.

                               THEO
                   A week.  You and I?  We're going 
                   to have fun.

     INT. THEO'S ROOM - DAY

     Mrs. Dudley opens the door, letting Theo and Nell into a large 
     bedroom, a mirror-image twin of Nell's room, except it's decorated 
     in rich red-orange velvets.

                               THEO
                   This is so twisted.

     She dumps her stuff on the floor, grabs a banister on the four-
     poster bed, swings cat-like onto its high mattress.

                               MRS. DUDLEY
                   I set dinner on the dining room 
                   sideboard at six.

     Mrs. Dudley lays Theo's suitcase on a luggage stand.

                               MRS. DUDLEY
                   Breakfast is at nine.  I don't 
                   stay after dinner.  Not after it 
                   begins to get dark.

     Theo, back to Mrs.  Dudley, rolls her eyes at Nell.

                               MRS. DUDLEY (cont'd)
                   I leave, before dark.  So there 
                   won't be anyone around if you need 
                   help.

                               NELL
                   We couldn't even hear you.

     Mrs. Dudley looks up at Nell who mimics her scary smile.

                               MRS. DUDLEY
                   No one could.  No one lives any 
                   nearer than town.

                               NELL
                   No one will come any nearer than 
                   that.

     Mrs. Dudley smiles at Nell, but it's softer than before.

                               MRS. DUDLEY
                   In the night.  In the dark.

     Theo leans on the bed, musing at the exchange.  And then Mrs. Dudley
     backs out of the room, shuts the door.

                               NELL (cont'd)
                   My room is right next door.  I 
                   think we share a bathroom.

     Theo has an interesting eye on Nell, she's studying her.

                               THEO
                   Don't worry, I probably won't be 
                   in here much.  Light sleeper.

                               NELL
                   That's why we're here.

                               THEO
                   What do you do?

                               NELL
                   I'm between jobs right now.  My 
                   last job... it... the person I was 
                   working for... the job ended.  
                   Over.  So... And you?

                               THEO
                   That depends.

     Theo pops a dress bag on the bed, unzips it.  Theo takes off her 
     coat, and is only wearing a black bra underneath.  Nell reacts, 
     turns away.  Back to the camera, Theo flicks off her bra, stretches.

                               THEO (cont'd)
                   I'm supposed to be an artist, but 
                   I've been really distracted from 
                   work by love.  Do you know what I 
                   mean?

                               NELL
                   Not really.

                               THEO
                   Don't tell me Boston is different 
                   from New York.

                               NELL
                          (she knows this 
                           from magazines)
                   Ohh, sure, you have trouble with
                   commitment.

                               THEO
                   My boyfriend thinks so, my 
                   girlfriend doesn't.  If we could 
                   all live together... but... they 
                   hate each other.  It's hard to be 
                   Miss Perversity when you're the 
                   only one at the party.  D'you know 
                   what I mean?

                               NELL
                   No.

                               THEO
                          (delighted)
                   A blank canvas!  I could paint 
                   your portrait, directly on you.  
                   Or maybe not.  So, you?  Husbands?  
                   Boyfriends?  Girlfriends?  Where 
                   do you live?

                               NELL
                   I don't have anyone.
                          (beat, lying)
                   But I do have a little apartment 
                   of my own.  It has a little flower 
                   garden.  You can just see the 
                   ocean.  At night, when the wind 
                   comes in just right, you can hear 
                   the buoys in the harbor.

     Nell peeks, sees Theo is decent, turns around.

                               THEO
                   That sounds really nice.  You're 
                   lucky.  But you know that.

     Theo comes over, straightens Nell's seams; this is an intimate,
     forward gesture.

                               THEO (cont'd)
                          (with meaning)
                   Come on, we've seen enough of the 
                   bedroom for now.

     INT. 2ND FLOOR HALLWAY - DUSK

     The long hall is lost in shadow, its long rows of doors waiting in 
     the deadening silence.  A lamp on a pier table casts a small pool of 
     light.  The walls glow in rich tones, the low-relief carvings a 
     worm's-wood of shadow.

     Nell runs her hand over a wall panel as Theo peeks into a 
     neighboring room.

                               NELL
                   So much carving.  It's everywhere.  
                   On everything.

     Theo starts down the hall.  Nell follows.

     INT. RED PARLOR - DUSK

     Nell and Theo enter a room just off the landing, a lavish parlor 
     with the omnipresent panelled walls, lush red carpet, velvet 
     curtains sweeping floor to ceiling, heavy pieces of furniture.  Nell 
     watches Theo explore.  As Theo moves through the room, Nell's eye 
     lands on another painting of Hugh Crain.  Inside it's ornate golden 
     framework, distinctive little cherubs are embedded.  Cherubs of 
     Death... She runs her fingers over it.

                               THEO
                   Maybe you shouldn't touch --

     Theo twirls out of the room, Nell, anxious, behind her.

     INT. MEZZANINE - DUSK

     As they come out of Crain's study Theo stops at the top of the 
     stairs, Nell behind her.

                               THEO
                   Jeez.

                               NELL
                   I know.

     They stare out at Hugh Crain, the cracking and shadowing of the 
     swirls of oil that compose his face.  The figure is daunting, but 
     dead.  Just a painting.  Four different hallways lead into the 
     mezzanine, all dark and endless in the stray light.

                               NELL (cont'd)
                   Maybe we should wait for them 
                   here.

     Theo walks out, swings around.

                               THEO
                   Which one?  Pick any.

     Nell looks from one to another.  She doesn't want to.  But she 
     forces a smile and points to one on the left.  They both disappear 
     into the dark gothic hallway.

     INT. SMALL PARLOR (CONFUSING ROOMS) - DUSK

     Theo breezes into a small parlor with heavy green velvet curtains,
     panelled walls, rich settees.  Other doors lead off the room.  Nell
     follows.

                               THEO
                   This is a serious question, but do 
                   you think the Dudleys ever make 
                   love in this room?  They're alone 
                   in the house, no one watching.  No 
                   one... no one watching.  You can 
                   do what you want.

     Theo goes running for another door and is out.

     Nell, realizing she's being left behind, springs after her into 
     another mysterious hallway --

     INT. STATUARY HALL - DUSK (CONTINUOUS)

     -- into a wide hall lined with niches and classical statuary.  Theo
     strides down it pointing left and right, bending over, straddling 
     the pieces, provocative:

                               THEO
                   Here.  Here.  Here.
                          (under a leering 
                           gargoyle)
                   Oh yes!  Oh yes oh YES!  Here!

     Nell laughs -- appalled and loving every minute of it.

                               THEO (cont'd)
                   Can't you just see it?

                               NELL
                   Theo!

     INT. HALL OF MIRRORS - DUSK (CONTINUOUS)

     Through a narrow passageway, and large double doors they suddenly
     stand at the threshold of a fantastic ballroom lined with mirrors 
     and chandeliers.  Rows of mirror-coated octagonal pillars, rise to a
     vaulted, mirrored ceiling far above.  With the door opening, there's 
     a CLICK, and a mechanism of some sort is activated.  The FLOOR 
     begins to MOVE like a slow turntable.

     Theo comes right up, looks over Nell's shoulder.  Nell steps out.

     She traipses out across the room, her million reflections waltzing
     with her into infinity.  Theo dances after her.  They dance, not 
     quite together.  Nell stops and pronounces:

                               NELL
                   I love this house.  I really love 
                   this house.

                               THEO
                          (gently, recognizes 
                           that Nell is 
                           different)
                   You're okay.

     Nell blushes... and they burst out laughing.  They take off running,
     their reflections with them, stampeding for an archway on the far 
     side of the room and out --

     INT. 1ST FLOOR HALLS (VARIOUS) - DUSK (CONTINUOUS)

     -- into yet another hallway.  They race down the hall, turn into
     another hall, then another, all dimly lit by the very last rays of
     day, all furnished in the House's dark, impossibly complicated,
     impossibly ornate fashion.  As they go, the mood is growing darker, 
     the women unaware that they are getting lost.

                               THEO
                          (having fun)
                   Rats!  We're rats in a maze!
                   That's what this experiment is
                   going to be!

     They open a door to --

     INT. HALLWAY OUTSIDE LOCKED ROOM - DUSK (CONTINUOUS)

     They stand at the end of a long hallway to one of the House's
     forgotten outlying wings.  It is dark.  Too dark.  Nell and Theo 
     regard the darkness.

     At the far end of the hall stand a pair of MAHOGANY DOORS, closed,
     almost black, oily-looking.  Surrounding them, an enormously complex
     geometrical frieze.

     The doors themselves are plain.  In their simplicity there is 
     something about them enormously disturbing.  It is as if the doors 
     are looking back at them, Nell goes cold.  Theo holds herself.

                               NELL
                   We should go back.

     Theo nods.  They turn around, Theo opening what she thinks was the 
     door they came through.

     INT. NARROW STAIRCASE - DUSK

     They hurry down a narrow staircase, Theo first, Nell right behind.

                               NELL
                   Theo, I'm scared --

     They fly down a set of steps, Theo flings open a final door -- and
     SCREAMS!

     INT. GRAND ENTRY - NIGHT

     The Grand Entry, where they bump into LUKE SANDERSON, 20's, charming
     and cynical.

                               LUKE
                   Hi, Luke Sanderson, bad sleeper, 
                   I'm your basic tosser-turner, and 
                   you are...

                               NELL
                   Uh... Nell Vance...

                               LUKE
                   And what kind of sleeper?

                               NELL
                   Well, I... uh...

                               LUKE
                   Obsessive worrier.  Join the club.
                          (to Theo)
                   And you?  I'd guess...

                               THEO
                   You'll never guess.

     She won't answer.

     Marrow comes in the front door.  He looks at the house like 
     MacArthur studying a beachhead.

                               MARROW
                   There we are.  You're Eleanor, 
                   you're Luke, you're Theo.

                               ALL
                   Hi... hello... Dr. Marrow...

                               MARROW
                   And this is Todd, he just came up.

     TODD comes in.

                               TODD
                   Hi.  I'm Todd Aubochon.

                               LUKE
                          (1950's alien 
                           spaceman)
                   Greetings fellow insomniac.

                               TODD
                          (playing)
                   Greetings fellow sheep counter.

                               MARROW
                   And this is my assistant, Mary 
                   Lambretta.

                               LUKE
                   Greetings.

     And Mary enters.  Crossing the threshold, she catches her breath, 
     and when she comes into the hall and sees everyone, she also sees 
     the house in its detail.  And she has a bad feeling.

     Marrow is still putting everyone at ease.

                               MARROW
                   Eleanor, how was the drive?

                               NELL
                   You can call me Nell, Dr. Marrow.

                               MARROW
                   Nell.  Good enough.  And I'm Jim.

                               NELL
                   I'm really... honored to be part 
                   of this study, Jim.

                               MARROW
                   Well... we're glad to have you.

     His smile is devastating.  Nell reddens, instantly taken by Marrow's
     warmth, observant sensitivity.  Theo notices.

                               MARROW
                   Have either of you seen David 
                   Watts?

                               THEO
                   No, but Nell's been here longer 
                   than I have.

                               NELL
                   I only saw Theo drive up.

                               LUKE
                   Who's Watts?

                               MARROW
                   The man who completes the group.

     For a long moment they stand there, silent, looking at each other --
     polite smiles, but awkward, even Marrow.  One by one they all look 
     to him for a cue.

                               MARROW (cont'd)
                   Well, why don't we get some dinner 
                   while we're waiting for him?
                          (beat, backing 
                           through the doors 
                           to the Great Hall)
                   Welcome to Hill House, everyone.

     INT. GREAT HALL - NIGHT

     Marrow leads the way across the hall.  The others check out the
     furnishings as they pass.

                               TODD
                   These old Victorian houses are 
                   great, aren't they?

                               LUKE
                          (points to details; 
                           ADJUST FOR SET)
                   It's not Victorian, everyone 
                   thinks that the whole nineteenth 
                   century was Victorian.  This is 
                   gothic, this is English Craftsman, 
                   this is Romanesque.  This is... 
                   insane.  Who lives here?

                               MARROW
                   Nobody.  A local mill owner, Hugh 
                   Crain, built it in 1830.  He had 
                   no heirs, but he put the house in 
                   trust, and the farmland around it, 
                   with the stipulation that it never 
                   be altered or sold.  Crain's 
                   executors made good investments 
                   and for the last hundred and 
                   twenty years, Hill House has taken 
                   care of itself.

     Mary is shaken by the house, but she's honoring Marrow's request.
     Everywhere she looks, she feels the presence of something.

                               TODD
                   So what's this study all about 
                   anyway?  Mary described the kind 
                   of tests we'll be doing, but 
                   didn't fill us in on the big 
                   picture.  She said you needed bad 
                   sleepers, but this wasn't about 
                   curing the problem.

                               MARY
                   I can tell you what this is about.

                               MARROW
                   Eat first, questions later, Mary, 
                   please.

     They exit the hall, Mary and Nell last, and as they do, Nell sees
     Mary's strange look.  She stops.

                               NELL
                   Is something wrong?

                               MARY
                   No.  Just... when I saw your 
                   picture I had a feeling about you, 
                   and now that I meet you, I know I 
                   was right.

                               NELL
                   What?

                               MARY
                   Eat first, questions later.

     And suddenly awkward, Mary exits after the others.

     INT. DINING ROOM - NIGHT

     A chandelier hangs unlit over a long dining table.  LAUGHTER.  At 
     the end Nell and the others sprawl over the remains of a dinner 
     which has been going on for hours.  Luke is opening another bottle 
     of jug wine.

                               LUKE
                   You know what I love about wine 
                   that comes in bottles like this?

                               TODD
                   What?

                               LUKE
                   Every year is a good year.

                               MARROW
                   Theo?  It's your turn.

     Theo twirls her wine glass, licks the dregs inside the rim, 
     thinking.

                               THEO
                   The rest of you may hate your 
                   insomnia, but I find it the best 
                   time of the day for me.  I'm 
                   alone.  Nobody's talking to me but 
                   myself.  My mind is racing with 
                   ideas, and I can think.

                               LUKE
                   Nah, you're going crazy with 
                   doubt, all of your mistakes are 
                   coming back up the pipes, and it's 
                   worse than a nightmare. --

     Nell isn't used to people being so direct and at the same time,
     playful.  She glances at Marrow's LEFT HAND: NO WEDDING RING.

                               THEO (cont'd)
                   Excuse me.

                               LUKE
                   Don't give me that look, it's 
                   everybody's problem, we just have 
                   different variations, I for 
                   example.  I fall asleep easily.  
                   But I wake up around two or three 
                   in the morning, every morning.  
                   It's that time of night that 
                   Fitzgerald called the deep dark 
                   night of the soul.  I stare 
                   into... the abyss.  Every night.
                          (breaks his own 
                           somber mood)
                   It's the price I pay for being 
                   such a jolly fellow.
                          (to Mary)
                   Y usted?

                               MARY
                   I think I'd fall asleep easily, 
                   but just as I start to feel 
                   comfortable, I see things in the 
                   dark.

     Nell hears this, Nell is tuned into Mary.

                               MARY
                   I feel the presence of something 
                   watching me.  It's not... scary... 
                   not by itself but... I don't want 
                   to go to sleep because I'm worried 
                   about the thing attacking me.  So 
                   when I finally do fall asleep, I'm 
                   like a soldier who's fallen asleep 
                   at her post.  I feel like I've 
                   betrayed myself.  Nell?

     Nell wishes she could hide under her plate.

                               NELL
                   All of you have such interesting 
                   problems.

     There's laughter.

                               NELL (cont'd)
                   No... Please, I know how that 
                   sounds but... You're all so 
                   articulate.  You know how to talk.  
                   I feel like I'm here under false 
                   pretenses.  It's silly, it's not 
                   like... well, all of you have 
                   trouble sleeping because you live 
                   in the world, and the world is 
                   complicated and scary, but 
                   nothing's ever happened to me.  So 
                   I don't have a reason to sleep 
                   badly.

                               MARROW
                   You wrote that you had trouble 
                   sleeping.

                               NELL
                   Yes, because someone was always 
                   keeping me awake.  Ever since I 
                   was little.  That was my job.  I 
                   took care of my mother and I had 
                   to be there for her all night 
                   long, and she woke up all the 
                   time.  And after she died, well, 
                   it's been a few months, but I 
                   still, I still wake up, it's... a 
                   habit.
                          (beat)
                   I know we've only known each other 
                   a couple of hours, but I'm really 
                   glad to be with people who let me 
                   talk about this.  I'm really happy 
                   to be here with you.

     Silence.  The others are embarrassed by her sincerity.  She's right,
     Nell is not of their world.

                               MARROW
                   We're glad you're here.

     He says this with enough sympathy for Theo to see his interest in 
     the girl in the thrift shop dress.

                               MARROW (cont'd)
                   Why don't we move to another room?

     INT. RED PARLOR - NIGHT

     The HARP sings out, lively, expertly played by Mary.  Theo, Luke, 
     Todd and Nell are impressed with her skill.

                               MARY
                   It's an Erard.  Late 1870s.

     She plays, and as she does, she's aware of the room, and the house,
     and she sees something in a curtain or the fireplace, or a window,
     something at the edge of perception.  She suddenly stops.

                               NELL
                   What's wrong?

                               MARY
                   The harp is out of tune.

     She finds a key and begins TIGHTENING the strings -- as Marrow bangs
     open the door, briefcase in one hand, CELL PHONE in the other.  He
     can't conceal his irritation.  Marrow removes folders from his
     briefcase, passes them around while she plays.  Nell again studies 
     the Cherub of Death on the spine of the leather bound books.

                               MARROW
                   I'll have to count David Watts as 
                   a no-show.  So let's start.  Thank 
                   you, Mary.

     That was a little abrupt, she feels it.  Everybody finds a chair or
     spot on the sofa.  Mary remains on the stool by the harp.  Marrow 
     sits in a large winged-back chair.

                               MARROW (cont'd)
                   All right?  So, to answer your 
                   earlier question, Todd, why are we 
                   here?  What do we all need in 
                   life, what are the basics?  We 
                   need food, we need water, we need 
                   sleep.  Sleep.  All of you resist 
                   it?  Why?  What does that mean?  
                   Why do we resist sleep?  My field 
                   of study is the individual's 
                   psychology of emotion and 
                   performance.

                               LUKE
                   So why did you need the Addam's 
                   Family mansion for a scientific 
                   test?

                               MARROW
                   I thought it best to be isolated, 
                   to be in a location with a 
                   definite sense of history, and I 
                   wanted to make sure that it wasn't 
                   so pleasant you'd all sleep too 
                   easily.  You'll be taking a 
                   variety of tests, none of them 
                   harmful, and you've got the house, 
                   the grounds, and each other to 
                   keep you company.

                               THEO
                   When do we take the tests?

                               MARROW
                   Every day.  Basically we'll be 
                   hanging out together like we have 
                   so far this evening.

     Nell and Theo are looking through their folders: sheets of paper,
     bizarre geometric puzzles.

                               MARROW
                   Also, there is no phone service to 
                   the House and no TV.  I have the 
                   cell phone for emergencies.  We'll 
                   begin the tests after breakfast 
                   tomorrow.  

     The others shuffle through papers, Nell and Todd intent on them, 
     Theo interested but not overly so, Luke, bored.

                               MARY
                   Dr. Marrow, what is this house?

     When she says this, we should be seeing her from an odd perspective,
     the house's POV.

                               MARROW (cont'd)
                   There was once a king who built a 
                   palace.  The King's name was Hugh 
                   Crain.  A hundred and thirty years 
                   ago, when the Merrimack Valley was 
                   the center of American industry, 
                   Hugh Crain made two hundred 
                   million dollars.  That's forty-
                   three billion dollars in today's 
                   money.  He could have anything he 
                   wanted.  And what he wanted, was 
                   Rene, his banker's beautiful 
                   daughter.  Rene, and a house 
                   filled with children.

                               NELL
                   All the carvings.

                               MARROW
                   But there's a sad catch to the 
                   story.

                               MARY
                   What happened?

                               MARROW
                   There were no children.  Rene 
                   died, and then Hugh Crain built
                   all of this, and then he died.  
                   His heart was broken.

     Nell shifts, looks at the house with a strange feeling.

                               NELL
                   That's so sad.

     This has been tense between them, a gunfight.  POP!  A LOG in the
     fireplace makes everyone jump.  Theo relishes it, but Nell shudders.

                               MARY
                   I think there's more to the story. 
                   This house has its own music, 
                   Doctor Marrow, I can play it for 
                   you, I can hear it.

     Mary plays, channeling unholy music from the house, from the walls,
     from the curtain, from the air.  Her fingers fly down the harp to 
     the THICKEST WIRE and --

     -- TANG!  Like a steel whip the wire SNAPS.

     Mary SCREAMS in pain.

                               MARY
                   My eye... oh... my eye... my 
                   eye... oh... No...

     The others leap up in shock.  Blood lines the wall behind her.  She
     clutches at her eye, more blood spilling out from between her 
     fingers.

                               TODD
                   Oh Jesus.

     Marrow and Theo rush over to her as she shrieks in pain.

     Todd is frozen, pale, like he's about to be sick.  Nell turns the 
     OTHER WAY, but not because she's scared -- she's searching for a 
     shot glass on a side table.

     Marrow wraps Mary in his arms.  Her shrieking becomes a terrified 
     but quieter wail.

                               MARROW
                   Mary, let me see your eye.

     Nell appears by his side with the glass.  Marrow pries Mary's hand 
     from her face.

     Blood flows freely from the eyelid, but her eye is intact.

                               NELL
                   Here, cover it.  Don't let her 
                   touch it.

     EXT. HILL HOUSE DRIVEWAY - NIGHT

     Marrow slams the door on the passenger side of Todd's car.  Mary 
     sits there, moaning, glass covering her eye, blood spilling out 
     around the edges.  Luke is on her side of the car.

                               LUKE
                   Keep your head back, that's it.

     Todd opens his door.  Marrow hands him a key.

                               MARROW
                   Here's my key to the gate.  Call 
                   me the second you know anything.

     Todd takes it, jumps in.  The two men watch the car drive away.

                               LUKE
                   That could have been worse.

                               MARROW
                   Yeah.

     As they turn back, Marrow taps Luke.

                               MARROW
                   Luke, can I talk to you?

                               LUKE
                   Sure.

                               MARROW
                   Because... well, I know I can 
                   trust you.

                               LUKE
                   Why?

                               MARROW
                   I've read your tests.

     That was half a joke, and both men smile.  Now they're bonded.

                               MARROW (cont'd)
                   There's something... I... I didn't 
                   tell you everyth1ng about the 
                   house, and about Hugh Crain... but 
                   I'm asking you not to repeat it.

                               LUKE
                   I can keep a secret.

     They go in.  The house is outlined by the sky and clouds and the 
     moon.

     INT. MEZZANINE - NIGHT

     Luke catches up with Nell and Theo as he reaches the mezzanine.  The
     painting of Hugh Crain, barely visible in the shadows, looms right
     behind.

                               LUKE
                   He said that Hugh Crain... Hugh 
                   Crain was a monster.  He said that 
                   he was a brutal, horrible man.  He 
                   told me that Crain drove his 
                   workers to early deaths.  Crain 
                   had children chained to the looms 
                   in his mill.  And listen to this: 
                   his beautiful Rene killed herself.

                               THEO
                   And why didn't Marrow tell us?
                   Doesn't he trust women?  That 
                   fuck.

                               NELL
                          (she's thinking 
                           about the story, 
                           not Marrow)
                   A monster?  But he built this for 
                   the woman he loved, like the Taj 
                   Mahal.

                               THEO
                   The Taj Mahal wasn't a palace, it
                   was a tomb.  Why didn't he tell 
                   us?

                               LUKE
                   He's trying to protect the 
                   experiment.  Personally, I don't 
                   think he's got a large enough 
                   sample for valid results, but as 
                   long as the money's good, and the 
                   food is good, I'm in.

     He heads off.  Theo turns to find Nell staring at the animal heads 
     on the stairs.  Theo touches her.  She starts.

                               THEO
                   Nell, it was an accident.

     INT. MARROW'S BEDROOM (PART OF CONFUSING ROOMS) - NIGHT

     Marrow, sitting at a desk, speaks into a digital voice recorder.  
     His voice is cold, analytical.

                               MARROW
                   Icebreaker exercise conducted over 
                   dinner.  Observed initial bonding 
                   among subjects and experimenter.  
                   After dinner first bland history 
                   of House relayed.  Nell appears 
                   most susceptible to suggestive 
                   history.  Luke, who tested at the 
                   bottom of the Levy-Mogel 
                   Confidence Reliability Scale was 
                   given the second part of the 
                   story.  We should see some results 
                   tomorrow.  Accident with harp, 
                   while unfortunate... complements 
                   the experimental fiction.

     He turns off the machine, and then he says, ruefully:

                               MARROW (cont'd)
                   Publish or perish.

     He turns off the light.  The shadows in the room are too much for 
     him. He turns the light on, and then pulls the blanket over his 
     head.

     INT. NELL'S ROOM - NIGHT

     Nell finishes putting things away in drawers.  Theo watches, leaning 
     in the doorway.  Nell looks around at the room: and this is her new
     family's new home.  Theo smiles sweetly at her, comes over.  An 
     awkward moment, as the seriousness drains away.

                               THEO
                   Ever try putting your hair up in a 
                   French twist?

     Theo reaches for Nell's hair.  Nell pulls away.  Theo pauses.  Nell
     realizes she shouldn't have pulled back.

                               NELL
                   Sorry.  I'm not used to being 
                   touched.

     She moves closer to let Theo examine her hair.  Theo takes Nell's 
     hair, holds it up in a French twist.

                               THEO
                   You've been out of the world for a 
                   long time, haven't you?

                               NELL
                   Yes.  I've missed it.

                               THEO
                   No.  The world has missed you.

     Cautiously, Nell peers in a mirror at herself... and likes what she
     sees.  Theo lets Nell's hair drop.  Theo moves for the door.

                               NELL
                   Good night, Theo.

                               THEO
                   You, too.  Happy tossing and 
                   turning.

     INT. NELL'S ROOM - NIGHT

     As Nell steps OUT OF FRAME and starts undressing, the CAMERA finds 
     the carved mantle, the densely-packed scene of children at play, 
     their faces frozen in dark wooden smiles, their eyes blind but 
     staring OC where we sense Nell changing.

     Now in a long tee-shirt, Nell crawls up onto the high bed.  Its
     headboard is heavy, dark, engraved with fan-like shapes, maybe 
     plants.

     She draws the covers about her and peers up at the ornate headboard.

     Something about it bothers Nell, but she can't put her finger on it.
     She twists over on her side and turns out the light on the 
     nightstand. For a moment, all there is in the darkness is her 
     breathing --

     INT. GREAT HALL - NIGHT

     -- then almost silence.  We pull back from the CHILDREN'S FACES on 
     the doors of the Great Hall to reveal the vast room standing in 
     darkness.  Covens of strange shapes consort in the shadows, things 
     that in the day would be lamps, the stuff of life.  But now, at the 
     very deepest limit of human hearing, it is as if SOMETHING EXHALES.

     INT. GRAND STAIRWAY - NIGHT

     It is black at the top of the stairs.  The carved animal heads on 
     the balusters are all turned UP THE STAIRWAY, eyes starting in fear.
     Waiting for something to walk down out of that blackness.

     INT. HALL OUTSIDE LOCKED ROOM - NIGHT

     Eyes.  Eyes of all the mythological figures.  STARING down the long,
     black hallway.  Awaiting something.  Afraid.

     At the end of the hallway, where all eyes are staring, the double
     doors, the ones that scared Nell and Theo stand shut.

     That something gathering at the edge of our hearing RISES.  Rises as 
     if the House itself is breathing.

     INT. NELL'S ROOM - NIGHT

     BUMP.  The sound thuds the stillness of the House.  Bump.  Bump.  
     Bump.  Deep, hollow, distant like a dream.  Nell sits up, still 
     asleep, body moving by reflex.

                               NELL
                   Coming, Mother!

     WHUMP.  The noise jars her consciousness, lighting up her mind, VERY
     REAL.  Nell remembers where she is.

     Bump bang.  It's coming from somewhere far off in the House.  Nell
     listens in cold dread.

                               THEO (OC)
                   Nell!

     Nell spins to the bathroom door, goes through --

     INT. NELL'S BATHROOM - NIGHT (CONTINUOUS)

     -- the unlit bathroom, slamming the door to her room behind her,
     across and out the other door --

     INT. THEO'S ROOM - NIGHT (CONTINUOUS)

     -- into Theo's room.  THUMP BUMP BUMP.  Nell finds Theo right in 
     front of her, hair wet, kneeling in the bed, clutching her covers to
     herself.

                               THEO
                   What is it!?

     The sound grows nearer.  Out in the hall.  Like something searching.
     Coming toward them.

     Nell lunges at the door.  Theo grabs to stop her, and Nell sees the
     door is DEADBOLTED.  There's a RUSHING sound on the other side of 
     the tall door.  Right there.  Nell freezes.  BUMP!  BUMP!

                               THEO (cont'd)
                   Nell!

     Nell recoils to Theo's side, drags Theo out of bed to the corner of
     the room.

     Nell and Theo stare out AT US in terror.  BUMP.  BUMP.  BUMP.  BUMP.

     Nell and Theo's eyes travel over the walls, following whatever it is
     which now seems to be moving out here in the theater.

     The SOUND moves along the wall to the right, reaching its loudest as
     it crosses the back of the theater, then seems to come down the left
     side.

     Theo shivers.  Nell clutches her close.  Nell writhes, unable to 
     stand it any longer.  She jumps up.

                               THEO (cont'd)
                   Nell!

     Nell charges the door, screaming:

                               NELL
                   No!

     SILENCE.  The bumping goes dead.  Nell blinks, looks back at Theo.  
     But Theo is looking at her hands.

                               THEO (cont'd)
                   Cold.  Oh, God.  Feel it.

     She looks up in horror at Nell.  Their breath FOGS in the air.  Nell
     holds her hand up in front of her, and as we watch HER HAIR PRICKLES
     UP, GOOSEBUMPS WITH THEM.

     Her eyes turn up to the door, and: BAMBABAMBAM BABBA BAM!  The DOOR
     JARS in its frame, leaping from the blows of whatever's on the other
     side.

     Nell backpedals but slips on the rug, falls there on the floor right
     in front of the door.  Theo SCREAMS.

     Silence.  The BANGING stops.  With a RUSH, whatever is outside the 
     door is no longer there.

     Nell looks at Theo.

     Then Theo looks at the bathroom.

     Nell starts for it, grabs Theo's door, but it's designed to be 
     locked from the BATHROOM SIDE.  Nell looks up --

     INT. NELL'S BATHROOM - NIGHT (CONTINUOUS)

     -- and takes a step into the pitch-dark bathroom.  Theo appears in 
     the doorway behind her.  Across the bathroom the door to Nell's room 
     is closed.  Nell dashes for it --

     -- but A SUDDEN SCUTTLING SOUND stops her dead.  On the other side 
     of the door.  Rasping over wood.  Like a thing without hands trying 
     to turn --

     -- THE DOORKNOB.  A long beat.  The metal creaks as something takes 
     hold of it on the other side.

     Nell, mouth open in cold horror, sees the deadbolt.  It's open.  
     She's in no-man's land: too far from the door to lock it, too close 
     to run.

     The doorknob TURNS, but just as the door starts to open NELL FLAILS
     FORWARD AND SHOOTS THE DEADBOLT HOME.

     The door jams against it.  Nell jumps back.  Theo grabs her back 
     into --

     INT. THEO'S ROOM - NIGHT (CONTINUOUS)

     -- her bedroom and slams the door.  A long, deadly silent moment.

                               NELL (cont'd)
                   It's in my room.

     But their BREATH no longer fogs.  Theo seems to notice the fact just 
     as Nell starts for her room and... KNOCK KNOCK KNOCK.  Behind them.  
     At the door to the hall.

                               LUKE (OC)
                   Hey!  I heard screaming...

                               THEO
                   Luke.

     She grabs for the door and lets Luke in.

     INT. NELL'S ROOM - NIGHT

     Nell's room stands silent, dark.  The door to the bathroom is shut.  
     The lock slides open.  The door swings in.  Luke stands there, the 
     two women behind him.

     Luke turns on the lights.  The room is perfectly ordinary, no sign 
     that anything has been in here.  The door to the hall is shut.  Nell 
     reacts.

     INT. KITCHEN - NIGHT

     Nell and Theo, wrapped in blankets, sit over mugs of tea at the
     kitchen table.  Marrow, across from them, clicks off his digital
     recorder.  Luke paces behind the women.

                               NELL
                   You really didn't hear anything?

     Marrow takes his glasses off.  Luke looks at him, then goes to the
     kitchen sink.  He turns both faucets on full blast and leans up 
     against the sink, arms folded.  Theo and Nell turn to look at him.  
     A beat.  And then:

     BUMP.  Bump bump.  It's the sound.  Luke goes over to the door, 
     pushes it open.

                               LUKE
                   Oh, look!  There he goes, ol' Hugh 
                   Crain!

     INT. GROUND FLOOR HALLWAY - NIGHT

     VARIOUS SHOTS as the bumping seems to travel down the hallway.  A
     rushing sound with it.  They're the same sounds, from the scene 
     before, but somehow have none of the impact, none of the presence as 
     they did in Theo's bedroom.

     INT. KITCHEN - NIGHT

     Luke lets the door shut, turns off the faucet.  The sounds of the
     plumbing die away.

                               LUKE
                   Do you need me anymore?  Cause I'm 
                   going to bed.  They can stay up 
                   talking another 45 minutes if they 
                   want, but I gotta try to get some 
                   sleep.

                               MARROW
                   Go ahead.

     Luke leaves the kitchen.  Theo and Nell watch him go.

                               THEO
                   If this was some sort of joke, I'm 
                   going to kill him.

                               NELL
                   You know it wasn't a joke, Theo.

     Marrow watches the exchange closely.

                               MARROW
                   The cold sensation.  Who felt it 
                   first?

                               NELL
                   Theo I think.  You've asked us 
                   that three times, Doctor Marrow.  
                   What's going on?

                               MARROW
                   How do you feel about Luke's 
                   suggestion that it was just the 
                   old plumbing?  Water hammer, 
                   something like that?

     Theo and Nell look at each other in frustration.  But Theo tries to 
     get her mind around the question.

                               THEO
                   I did just take a bath.  I don't 
                   know.

     INT. THEO'S ROOM - NIGHT

     The room is a lot less frightening now, especially with the lights 
     on.  Nell sits on Theo's bed.  Theo looks at the walls, silent, 
     normal.

                               THEO
                   I did just take a bath.

     When Nell doesn't respond for a moment, Theo turns to her, sees her
     wrestling with herself.

                               NELL
                   Mother always banged on the wall 
                   when she needed me.  The night she 
                   died... I heard her, but I 
                   pretended I didn't.  I was just so 
                   sick of it all.  And then the 
                   banging stopped.  And in the 
                   morning... she was dead.  This is 
                   the first I've ever said this to 
                   anyone.  That was the job I had, 
                   Theo, it's the only job I've ever 
                   known, and I failed.  I'm actually 
                   a bad person, Theo.  The world 
                   doesn't need me.

     Theo shakes her head, brushes at her eyes.  The confession, on the 
     top of the fright, has moved her deeply.

                               THEO
                   Oh, Nell.  Eleven years.  With all 
                   due respect to your mother who I'm 
                   sure was a saint, I'd have called 
                   Doctor Kevorkian, if not for her, 
                   for me.

     It's such a horrible thought it makes Nell smile, and they share a
     tearful laugh.

     INT. NELL'S BATHROOM - NIGHT

     Nell stands in the door to her room.

                               NELL
                   Good night, Theo.

     Nell shuts the door.  Theo is about to close her door, but 
     hesitates.  She puts on the light and goes to the tub.  She turns it 
     on, waits.  Just the sound of the water.  And no bumping.

     INT. NELL'S ROOM - NIGHT

     Nell lies asleep under her sheet, the blankets off the end of the 
     bed.  HOVERING OVER HER, on the headboard, the carved faces of 
     children, peering DOWN.

     FLAP.  FLAP flap.  The fan-light at the top of the window right next 
     to the bed is OPEN a crack.  The sheer curtains flap listlessly in a
     gentle breeze.  The flapping grows louder, and with a sudden gust 
     the curtain BILLOWS OUT.  In its flowing form, we sense the SHAPE OF 
     A GIRL'S FACE, fleeting, so insubstantial we know we just saw her, 
     but maybe our eyes are playing tricks on us.

     The CURTAIN blows straight out, touching the bedposts at the foot of
     the bed, and there the wind catches the fabric hanging from them.  
     The Wind seem to sneak under the bedcover and the shape follows...

     Nell sleeps, oblivious, the WIND filling the room, stirring the
     tinkling crystal beads on the candelabra.  The shape of the little
     girl's face now travels underneath the bedsheets toward the pillows,
     toward Nell.

     Nell turns, restless, the AIR catches the edge of the pillowcase, 
     and travels towards Nell's face.  And for a split second there is a
     lifelike IMPRESSION OF A SMALL GIRL'S FACE.  Nell almost awakens.  
     The crystal beads stir, and in their tinkling, in the sigh of wind, 
     we hear:

                               GIRL VOICE
                   Find us, find us Eleanor.

     Nell's eyes open.  And like that, the pillowcase deflates, the air
     rushes up the curtain to the window, and is gone.

     Nell sits up, looks about her.  Everything seems normal.  Just her
     sheets, just the curtains, but on the headboard remain the carved
     faces.  Benevolent.  Nell settles back down on her pillow with a 
     sense of peace.

     INT. DINING ROOM - DAY

     Morning sun filters in through heavy drapes, falling on Marrow at 
     the dining table.  Nell squeezes behind him and the sideboard behind 
     him to get at the coffee.  Nell wears MAKE UP, badly applied, and 
     her HAIR IS UP in a French twist.

                               NELL
                   Sorry.

                               MARROW
                   For an American you do a good 
                   imitation of the British at their 
                   most apologetic.
                          (Veddy British)
                   Pardon me.  Excuse me, sorry, 
                   sorry...

     Nell smiles.  Theo walks in the door, sees Nell and Marrow, Nell
     squeezed in behind him.

                               NELL
                   Am I that bad?

     Theo is aware of Marrow's curiosity and fascination with Nell.  
     There's a jealousy brewing.

                               THEO
                   Well this is a cozy breakfast.

                               MARROW
                   Good morning, Theo.  Luke.

     Luke comes in behind Theo, tired-looking also.  He goes to the
     sideboard, starts helping himself to breakfast.

                               LUKE
                   After I went to bed, the second 
                   time, after the... noise... I had 
                   the best night's sleep of my life.  
                   Anybody?

     Marrow slept badly, we can see it in his eyes.

                               NELL
                   Yes.  I feel realy rested, too.  
                   Theo?

                               THEO
                   I guess.  Oh, your hair!  It looks 
                   good.

     But she means exactly the opposite.  Marrow looks over Nell's hair, 
     but she can't stand it.  Luke comes over to the table, drops into a 
     chair next to Nell, digs into breakfast.  Theo's face turns into an
     artificial smile.

                               THEO (cont'd)
                   Your makeup too.

     Nell sits there flustered.  Marrow senses the jealousy, isn't quite
     sure what to make of it, and intervenes.

                               MARROW
                   Eat your breakfast, Theo, then 
                   we'll get started on the tests.

     INT. GREAT HALL - DAY

     CLOSE ON the complex PUZZLE of a field-cognition test.  Nell 
     scratches solutions, erases, and finally looks up in frustration.  
     She sits alone, tiny, in the murk of the vast vaulted Great Hall.  
     The enormous chimney occupies half the wall on one side of the room.

     Clusters of furniture -- overwrought chairs with animal heads, 
     splay-footed coffee tables, limbed lamps -- huddle in strange, 
     silent covens throughout.  Nell, in a plush chair, lays the work on 
     a table beside her.  The CLATTER of stone on stone makes Nell look 
     up.

     The fireplace looms just beyond her cluster of chairs, large enough
     for a man to stand in.  A piece of mortar must have come loose.  
     Nell stares at the chimney.  And a VOICE lets out a loud groan.

     Nell JUMPS.  She pops out of the chair.  It came from another circle 
     of furniture in the shadows.  A figure stands and comes over.  It's 
     Luke, stretching.

                               LUKE (cont'd)
                   I've been thinking about these 
                   carvings.  Kids.  Lots of kids.  
                   Fat little angel kids.  Wild kids.  
                   Kids with furry animals.

                               NELL
                   The children.  The children Hugh 
                   Crain built the house for.  The 
                   children he never had.

                               LUKE
                   Come on.  These are the typically 
                   sentimental gestures of a depraved 
                   industrialist.

     He puts his hand on a CHAIR, the back of which is heavily carved in
     the motif he just described.

     Nell turns him an appalled look.

                               LUKE (cont'd)
                   Theo was working in the dining 
                   room.  She's probably done by now.  
                   You finish?

                               NELL
                   Couldn't get the last ones.  You?

                               LUKE
                   I did okay.

     Nell looks at the test, tries to digest this.

                               LUKE (cont'd)
                   We could do this stuff anywhere.  
                   I don't know what he's up to yet.  
                   But like I said, that's the fun.  
                   It has something to do with this 
                   environment.

     Luke just smiles, rises.  We'll see.

     He walks off, his footsteps echoing in the vast room.  The door 
     shuts after him.

     Nell sags in her chair.  Then something catches her eye.  On a table
     opposite, a SET OF KEYS.  Nell goes, picks them up.  Car keys, house
     keys.  Must be Luke's.  She pockets them, thoughtful, but just as 
     she does --

     -- something MOVES in the fireplace.  So fleeting Nell can barely 
     see it, and we only catch a frame of it.  But the iron MESH CURTAIN 
     hanging in front of the hearth is STILL SWAYING.

     Nell stands there FROZEN.  The massive fireplace LOOMS before her, 
     like a monstrous mouth, black as pitch beyond the black metal 
     curtains.

     The swaying metal scrapes over brick floor.  Its eerie, repetitive
     screep cutting to the nerve.

     Nell sits paralyzed, rooted to the chair.  SCREEP.  SCREEP.  SCREEP.

     A SINGLE STRAND of NELL'S HAIR stirs toward the fireplace, and --

     -- SOMETHING INSIDE THE FIREPLACE MOVES BEHIND THE MESH!

     Nell CRASHES back over her chair, knocking over a lamp and table,
     tripping, stumbling out of the furniture.

     Holy shit.  Whatever moved in there was real.  Big, dark, like
     something's head.  It goes out of focus and we can't see it as we
     follow --

     -- NELL flying away, across the room in headlong terror.

     INT. FOYER - DAY

     Nell slams out of the room, skidding as the door slams behind her.  
     She sways up off the floor to run --

     -- right into Marrow and Theo's legs.  Nell aborts a scream, 
     realizing who it is.  Theo stands there in surprise, holding papers 
     in her hand.

                               NELL
                   There's someone in there!  There's 
                   someone in there in the fireplace!

     INT. GREAT HALL - DAY

     Nell and Theo stand behind Marrow and Luke across from the 
     fireplace.  Theo glances at Nell.  Nell is shaken.

     Marrow nods to Luke, and they start forward together, Marrow among 
     the furniture to the left, Luke down the right side.

     The iron screens hang silent in the fireplace, black, impenetrable.
     Marrow and Luke come up on either side, Luke ducking this way and 
     that trying to get a glimpse through the mesh.

     They stop before it, neither breathing, both listening.  Marrow 
     steps forward and pulls one screen aside far enough to look in.  
     DARKNESS.

     Nell and Theo watch, apprehensive.

                               NELL
                   Jim...

     Marrow sticks his head into the fireplace.  For a long moment, 
     nothing happens.

     IN THE FIREPLACE: pitch darkness.  Marrow feels up the chimney.

     AND THEN SOMETHING SWINGS DOWN RIGHT IN FRONT OF HIS FACE!  Marrow
     doesn't flinch.

     He FLINGS back the screen, revealing the only things in the 
     fireplace: two massive andirons, and the still-swinging FLUE.  It's 
     cast-iron, forged in the shape of a LION'S HEAD.

     Luke throws back the other screen.  Theo comes over.  Nell follows.
     There's nothing else in the fireplace.

     Luke and Theo stare at Nell.  Marrow squats to study the hearth.  
     The large iron ASH-DROP is coated in soot.

     Not a mark on it.  He opens it.  Inside, a glimpse of ASHES and 
     CHARRED WOOD.  Marrow stands, looks at Nell.

                               NELL (cont'd)
                   Somebody was in here.  I saw him.

     Marrow looks at her, not sure what to believe.  Nell turns to Luke 
     and Theo for help.  Not from that corner.  Then Nell remembers, 
     reaches into her pocket and produces the KEYS.  She holds them up to 
     Luke.

                               NELL (cont'd)
                   Are these yours?  I found them 
                   right over there.

                               LUKE
                   Who drives a Toyota?

     Theo shakes her head.  They aren't Marrow's.  Marrow takes the keys 
     from Nell, turns them over.

                               THEO
                   Maybe they're Mary's.

                               MARROW
                   Mary came with me.

                               NELL
                   When I first got here I saw a gray 
                   car pull up.  I thought it was one 
                   of us.

     EXT. HILL HOUSE - DAY

     They stand on the front steps.  Nell's car is right there under the 
     car port.

                               NELL
                   This is my car.

     Theo gestures to a sports car on the circular drive.  Two other cars
     are with it.  They walk out into the driveway.

                               MARROW
                   And those are Luke's and mine.

                               LUKE
                   There's a carriage house around 
                   back.

     EXT. CARRIAGE HOUSE - DAY

     Together they approach a stable/carriage house off to one side of 
     the main House.  It looks old, unused.  They enter through a small 
     door.

     INT. CARRIAGE HOUSE - DAY

     Light filters in through gaps in the wood.  Luke opens one of the 
     main doors with a loud SQUEAK, the sun revealing a TARP-COVERED 
     SHAPE, a carriage.  Unused in a hundred years.  A row of tarp-
     covered carriages fill the stalls into the distance.

                               LUKE
                   Well, this lot is full!

                               THEO
                   He must have left.  Didn't like 
                   the looks of the place or 
                   something.

                               NELL
                   How could he have left without his 
                   keys?

                               THEO
                   Two sets.  I don't know.  Maybe 
                   they're not even his.

                               LUKE
                   Then he's got to be in the 
                   house...

     As they leave, the CAMERA LINGERS on a covered shape in one of the
     stalls, SMALLER than the other carriages, it could be a car.  A 
     broken wagon wheel leaning against it.

     INT. STATUARY HALL AND SHORT MONTAGE THROUGH HOUSE - DAY

     Marrow, Theo and Luke move down the hall, opening doors left and 
     right as Nell stands at the center of it all.

                               MARROW
                   Watts!

     No answer.  The statuary peers down on Nell.  Dead faces on busts.  
     Blind marble eyes.

     INT. VARIOUS ROOMS AND HALLS - DAY

     Luke calls out.

                               LUKE
                   Watts!  Oh Watts!  Here Wattsy...

     INT. VARIOUS ROOMS AND HALLS - DAY

     Marrow is looking for him, too.

                               MARROW
                   Watts!  Can you hear us?

     INT. VARIOUS ROOMS AND HALLS - DAY

     Nell and Theo, walking into rooms.

                               THEO
                   Watts?

                               NELL
                   What's his first name?

                               THEO
                   David.

                               NELL
                   David?  David Watts?  Can you hear 
                   us?  David!  Daviiiiid!

     INT. KITCHEN - DAY

     Marrow comes through the kitchen.  Mrs. Dudley, chopping carrots,
     stands by the counter.  Only the slightest pause in the rhythm of 
     her chopping says she's noticed him.

                               MARROW
                   Do you know who these keys belong 
                   to?

                               MRS. DUDLEY
                   No.

                               MARROW
                   I was expecting another guest 
                   yesterday.  A man, David Watts.  
                   Did you see him?

                               MRS. DUDLEY
                   No.

                               MARROW
                   Is your husband around?  I'd like 
                   to --

                               MRS.  DUDLEY
                   -- Haven't seen him.

                               MARROW
                   Thank you.

     Frustrated, he continues on.

     INT. HALLWAY OUTSIDE LOCKED ROOM - DAY

     Nell and Theo walk down the long hallway behind, opening doors,
     checking rooms.

                               NELL
                   David?

                               THEO
                   Maybe he never came in.  If he'd 
                   come in, he would have left his 
                   bags at the door, right?  Or maybe 
                   he got here early, and went for a 
                   walk, and fell.  Maybe he's 
                   outside.

     Nell closes a door on the right, and then stops dead.  Staring.

     The shut, dark, door, the one that scared Nell and Theo earlier,
     awaits them at the end.  Ominous.

     Nell approaches.  Closer and closer.  The door nears.

     Nell wraps her arms tightly about herself and try's to open the 
     door.  It's locked.  Her BREATH FOGS THE AIR.  She doesn't notice 
     it.  But then she suddenly GAGS.  With a look of horror she recoils 
     from the door, choking, covering her face.

     Then Theo smells it.  The women are both sick from the smell.

                               THEO (cont'd)
                   Oh my God, what is it?  Oh, the 
                   smell... ohhh.

     Marrow comes into the hallway.  He sees them from a distance.

     ON the two women.

                               THEO
                          (looks to Nell for 
                           an answer)
                   Is it over?

                               NELL
                   No, it's getting worse.

                               MARROW
                   Nell!  What's wrong?

                               NELL
                   That smell... oh, God.

     Theo blanches, looks at Nell.  She smells it too, and in mirror 
     image fashion backs away from the doors also.  Marrow notices the 
     exchange, and watches them, intense.  And then, in a heartbeat, the 
     moment is over.

     EXT. VERANDA - DAY

     The RED LIGHT on Marrow's DIGITAL VOICE RECORDER blinks.  The device 
     is in Marrow's jacket pocket, CONCEALED from Nell.  They're sitting 
     in Adirondack chairs on the long veranda behind the House.  Marrow, 
     beside her, observes.

                               MARROW
                   What did it smell like?

                               NELL
                   It was very specific.

                               MARROW
                          (so tell me...)
                   All right...

                               NELL
                   In the bathroom in my mother's 
                   room, the toilet was next to an 
                   old wooden table.  It smelled like 
                   that wood.

                               MARROW
                   So... smell... is... Smell is the 
                   sense that triggers the most 
                   powerful memories.  And a memory 
                   can trigger a smell.

                               NELL
                   I wasn't thinking about my 
                   mother's bathroom.

                               MARROW
                   What happened after you smelled 
                   it?

                               NELL
                   I looked at Theo.  She had a look 
                   on her face.

                               MARROW
                   Like she smelled it too?

                               NELL
                   Yes.

                               MARROW
                   And then what happened?

                               NELL
                   I got more scared.

     Marrow thinks about this.

                               MARROW
                   Hmm.

                               NELL
                   I'm sorry.  I'm messing up the 
                   study.

                               MARROW
                   No you're not.  Something moved 
                   you.  You saw something.

     Nell looks to him.  He's sincere.  He believes her.

                               NELL
                   I don't know.  Maybe I...

     "Didn't" she almost says.  She struggles, embarrassed.

                               NELL (cont'd)
                   I haven't been with people in a 
                   long time.

     Marrow settles in his chair, looks out at the forest.

                               MARROW
                   I really haven't either.

     Nell peers at him, doubtful.  Is she being made fun of?

                               MARROW (cont'd)
                   I mean, I'm surrounded by people, 
                   day in, dayout.  Students, 
                   colleagues.
                          (beat)
                   But most of the time, even when 
                   I'm with them... you know... It's 
                   all about power, there's not much 
                   room for actually getting to know 
                   someone or having someone getting 
                   to know you.

     Nell's face flushes with compassion.  With longing.  Marrow looks at
     her.  He's vulnerable.  Needing.  She doesn't dare hope.  The moment 
     lasts a few heartbeats.

     He looks away.  A flicker of distress crosses Nell's face.  And then 
     she realizes Marrow is looking at --

     -- Luke.

                               LUKE (cont'd)
                   You have to see something.

     INT. GRAND STAIRWAY - DAY

     Luke, Nell and Marrow mount the stairs, climb up and up.  They find
     Theo in the mezzanine staring at the wall at the painting.  She 
     turns and looks at Nell strangely.

     Nell, confused, turns around.  On the wall and the painting are dark
     stains.  Black.  Blue.  Runny.  Almost like something leaking from 
     the roof has run down.

     Nell steps back.  The stains are the letters N and O.  Pulling back
     farther: the rest of the word ELEANOR.

                               NELL
                   My name.

     She follows the streaking substance up, blinking in rising fear as
     more running letters appear.  The word: WELCOME.  And higher up, the
     last: HOME.

                               NELL (cont'd)
                   No...

     But the substance doesn't come from the ceiling.

     It is as if the oils on the PAINTING OF HUGH CRAIN have been boiled 
     by a heat gun and blasted off, running down from there.  Hugh's face 
     is gone.  In place of the face, the underlying ivory of the canvas 
     glares out... like a skull.

     Nell SCREAMS and runs away, the others calling out after her in 
     alarm.  As they vanish around the corner, the camera tilts down and 
     we discover smeared paint on the floor.  Smeared, it seems, WITH 
     LITTLE FOOTPRINTS in it.

     INT. RED PARLOR - DAY

     Nell, panic rising in her voice, confronts the others.

                               NELL
                   Welcome Home Eleanor.  Welcome 
                   Home?  I've never been here.  Who 
                   did this?

                               LUKE
                   It's somebody's idea of a joke.

     She looks at all three of them.

                               NELL
                   Who did this?  Why are you doing 
                   this?  I don't know any of you.  
                   You don't know me.  Why are you 
                   doing this to me?

     Luke shakes his head.  Theo starts getting pissed.  Marrow stands 
     there, arms folded, observing.

                               LUKE
                   I didn't do it.

                               THEO
                   You could have.

                               LUKE
                   So could you!  Is this some fucked 
                   up idea of art, putting someone 
                   else's name to a painting?

                               THEO
                   No.

                               NELL
                   Theo... Did you?

                               THEO
                   Maybe you did it yourself.

                               NELL
                   Why?

                               THEO
                   I don't know.  You've been alone 
                   for a long time, maybe you want 
                   attention.
                          (pointing to 
                           Marrow)
                   Maybe he did it...

                               MARROW
                   I didn't.  You know that, Nell.

     This is horrifying to Nell, being doubted and accused of something 
     so ugly if it were true.

                               NELL
                   I don't know anything.  Whoever 
                   did this, please, just... just say 
                   so... just... please... this is 
                   cruel.  Don't be cruel to me.  I 
                   can't stand it.  You don't know 
                   me.

     And she runs out.

     Nell grabs for the door to leave.

     She flings open the door.  MONSTROUS arms seem to grab at her.  But 
     it's only a wild-looking coat rack in the hall.

     EXT. 2ND FLOOR BALCONY - DAY

     Nell stands at the railing of a stone balcony on the house's second
     floor.  The air stirs her hair.  She peers up at the House's 
     roofline, its clusters of misplaced windows and other features like 
     so many screaming heads.

     Chilled, she pulls her sweater closer.  Marrow comes out onto the
     balcony from twin French doors behind her.

                               NELL
                   Are you coming to confess?

                               MARROW
                   I wish I were.  I wish I had done 
                   it, then I could confess and you'd 
                   be at peace.  That great moral 
                   philosopher Frank Sinatra once 
                   said to someone he loved, I wish 
                   you had an enemy, so I could beat 
                   him up.

     She smiles.

                               NELL
                   Let's say it wasn't you.  Who did 
                   it?

                               MARROW
                   I don't know.

                               NELL
                   It was a stupid thing to do.

                               MARROW
                   It was.

                               NELL
                          (for the absurdity 
                           of the idea)
                   Welcome Home.

                               MARROW
                   You'll never see it again.  Mr. 
                   Dudley's taking care of it.
                          (beat)
                   I'm sorry, Nell.  Can I show you 
                   something you'd like to see?

                               NELL
                          (still too shaky 
                           for enthusiasm)
                   Sure.

     INT. GREENHOUSE - DAY

     Marrow lets Nell into a long, Victorian-era GREENHOUSE.  It's
     overgrown, lush, the leaded-glass panes above stained with years of
     condensation and pollen.  Vines and trees climb up the sides.  Beds 
     of flowers and plants line narrow footpaths of brick.

     Nell leans down to look into a WATER GARDEN with a STATUE OF A MAN
     bursting from the surface, grasping for the air as if he had been
     drowning.  A sudden rumble runs throughout the greenhouse.  And A
     CAVALCADE of water comes out of the STATUE'S mouth surprising Nell.
     She lets out a little yelp, and then laughs with Marrow.

     Nell loves the greenhouse.  It takes her breath away.

                               NELL
                   Oh... it's so beautiful...

     Nell makes her way among the plants.  She looks up at a TOWERING,
     DOUBLE-HELIX STAIRCASE which rises from the floor to a platform 
     which gives access to the roof.  Below the staircase are planters 
     filled with violets.

                               NELL (cont'd)
                   Violets.  Somebody must've died 
                   here.

     And then, out of the corners, comes Mister Dudley.

                               MR. DUDLEY
                   That's where she hanged herself.

                               NELL
                   Who?

                               MR. DUDLEY
                   Rene Crain.  Up there.  Rope.  
                   Ship's hawser.  Hard to tie.  
                   Don't know how she got it.

                               MARROW
                   That's enough, Mister Dudley.

                               MR. DUDLEY
                   She stepped off the platform.
                          (he looks up, with 
                           a suggestive leer)
                   They had long skirts in those 
                   days.

                               MARROW
                   Thank you, Mister Dudley, 
                   please...

                               MR. DUDLEY
                   House is full of stories.  If you 
                   know how to read these things, 
                   it's an open book.  Just a 
                   different library than the kind 
                   you're used to.

                               NELL
                   Why?

                               MR. DUDLEY
                   Why'd she kill herself?

                               NELL
                   Yes.

                               MR. DUDLEY
                          (what other reason 
                           is there?)
                   She was unhappy.

                               NELL
                   Why?

                               MR. DUDLEY
                   Can't say.  Haven't been here that 
                   long.
                          (he's off)
                   Well, it's Labor Day, gotta get to 
                   work.

     And off he goes.

                               MARROW
                   That's a horrible story.

     Nell looks up, and smiles.

                               MARROW (cont'd)
                   You're smiling.

     Marrow watches her as she moves about, takes a heavy, ripe bloom in
     hand, lifts it to her face.  While she talks, she walks, and Marrow
     follows.

                               NELL
                   I was just thinking how happy I am 
                   right now.  All my life, I've been 
                   waiting for an adventure.  And I 
                   thought, oh, I'll never have that, 
                   adventures are for people who 
                   travel long distances, that's for 
                   soldiers, that's for the women 
                   that the bullfighters fall in love 
                   with.  And here I am, and 
                   something is happening to me.  
                   Strange noises in the night.  
                   Paintings are calling to me.  And 
                   all it cost to get there was five 
                   gallons of gas.  I'm getting my 
                   adventure.

     For the first time since we've seen Nell, there is something to her
     which is simply... erotic.  Marrow follows her down one of the
     footpaths.  She smiles back at Marrow as he trails her.  She reaches 
     a transept in the greenhouse, and as she turns down it, there's the
     slightest sway to her gait.  Marrow follows her around the corner 
     into the transept.  At the far end the wall is completely overgrown.

     Nell looks up through the ceiling at Hill House looming grim 
     outside, distorted in the old glass.

                               MARROW
                   Someone is playing with you.

                               NELL
                   Why?

                               MARROW
                   I don't know.

                               NELL
                   It doesn't matter.  Even if 
                   they're tormenting me, someone 
                   wants me.  What I do with this is 
                   up to me.  I can be a victim, or I 
                   can be a volunteer.  And I want to 
                   be the volunteer.

     Nell glances at him, and for that split second she is raw, 
     passionate woman.  She walks away, the sway in her gait aching, 
     powerful.  Marrow is surprised by what Nell just said and stares at 
     her as she comes to the overgrown end.  Nell reaches out to the 
     hanging vines, pulls them aside...

     ...and A FACE stares out.  Gastly.  White.  Nell takes an 
     involuntary step back, a little gasp.

     The face is marble.  Blind eyes stare from stained cheeks.  It is a
     STATUE OF CRAIN.  Marrow comes over.

     It's an enormous stone tableaux of Hugh surrounded by cherubim.  The
     plants have attacked it as if trying to wipe its funerary presence
     from the greenhouse.

                               NELL (cont'd)
                   Hugh Crain.  Can't seem to get 
                   away from him.

     She laughs a little at herself.  Marrow joins in.  He helps her pull 
     the plants back to reveal more of it.

     She reaches out, touches the marble cheek.  Then daring, grins, and
     begins to hum her TUNE.

     Marrow steps back to watch her do a sensual slow-dance with Hugh
     Crain, pirouetting, her hips sliding past... hypnotizing Marrow.

                               MARROW
                   What is that tune?

                               NELL
                   I don't know.  A lullaby I guess.  
                   My mother used to hum it to me.  
                   And her mother before that, and so 
                   on.
                          (to the statue)
                   Hugh Crain, would you care to 
                   dance?

     She hums another two notes, and BANG!  The door behind her SLAMS 
     OPEN in a gust of wind, jolting Nell.  She stops and stares.  
     Outside the window, through the glass, she sees Mr. Dudley, staring 
     at her, he's been watching her dance.  The spell is broken.  Nell, 
     embarrassed, can't bear to look at him.

     A beat, and then Marrow goes over and shuts the door.  When he turns
     back --

     -- Nell is just vanishing around the corner, her rapid footsteps
     echoing in the vaulted room.

     EXT. REAR LAWN - DAY

     Nell hurries away from the House, across the rear lawn, ashamed at
     herself as much as she is spooked.

     In the distance Mr. Dudley is walking toward the House with cans of
     paint cleaner an a ladder.  Nell stops, watching him.  He senses 
     her, pauses, and smiles.

     Nell reacts.  Sees the ladder.  Then Mr. Dudley disappears into the
     House.

     Nell once again starts to hurry away, but looking back over her
     shoulder, almost impales herself on the rusted iron fence of --

     EXT. FAMILY CEMETERY - DAY (CONTINUOUS)

     -- the tiny Crain family cemetery.  Nell catches herself.  A small
     swinging gate bars the way.  She hesitates.

     Nine moss-covered headstones show the wear of a long century.  Eight
     small headstones, one large one.  A half dozen unmarked stones in 
     the grass: stillbirths.

     Nell is drawn into the graveyard.  The large stone is RENE CRAIN'S.  
     The smaller ones are her children's.

     Nell's heart is breaking as she moves among them: the various names.
     One reads ADAM CRAIN APRIL 5th 1874 -- ... The rest of the date is
     covered by growth.  She clears it away.  April 6th, 1874.

                               NELL
                   Only two days.

     There is an EPITAPH, almost wiped out by lichens.  Nell kneels to 
     read it.

                               NELL (cont'd)
                   The blest are the dead / Who see 
                   not the sight / Of their own 
                   desolation...

     Nell, disturbed but not knowing what to make of it, rises from the
     gravestone, turns to the next.  ELISA CRAIN AUGUST 21ST, 1878 -- She
     clears it away: August 21, 1878.  The blasphemous epitaph here:

                               NELL (cont'd)
                   A father's joy unjustly snatch'd 
                   by a jealous God...

     Nell is shaken, and dreading what she will find next, whirls to the
     one behind her: WENDY CRAIN JANUARY 1 , 1880 -- She clears it away 
     -- January 1, 1880.  And its graven commandment, so familiar, so
     comforting, now rings with terrible, malevolent promise:

                               NELL (cont'd)
                   Suffer the little children unto 
                   me.

     There are three more grave stones, and after clearing away the 
     brush, they too show that the babies died after a few hours, or a 
     day.  There's the same symbol on the graves of the children, a 
     cherub of death.  We've seen this image before.  Nell backs out of 
     the cemetery, afraid.

     INT. MEZZANINE - DAY

     Nell hurries down the mezzanine to the doorway which leads to the 
     Red Parlor.

     INT. RED PARLOR - DAY

     She stands there a beat staring in at the volumes upon volumes of
     books.  Nell is unsure of what she's looking for.  She looks at 
     Crain's painting and recognizes the same Cherubs inside the ornate 
     frame.  The background in the painting IS THE RED PARLOR.  Then 
     recognizes in the painting an OPEN BOOKCASE BEHIND CRAIN.  
     Intuitively, she turns toward the same bookcase across from her and 
     is able to push it open.  Inside a small stairwell...

     INT. CRAIN'S SECRET STUDY - DAY

     Down the circular stairs Nell enters a very small dusty room.  
     Velvet curtains drawn shut, only a sliver of sunlight showing 
     through.  As her eyes adjust, she makes out the furnishings of a 
     late-nineteenth century office, Crain's secret office.

     The bookcases filled with business ledgers.  The business ledgers 
     are stamped with the cherub of death.

     At the end is an enormous desk.  Behind it a massive, carved chair
     covered with a sheet, only its lion-head arm rests protruding from
     underneath.  Nell realizes it's:

                               NELL
                   Crain's study.

     She moves for the desk.  An ENORMOUS MIRROR, its silver inner 
     surface flaking with age, tarnished, reflects the room, the desk, 
     and FOR A SPLIT SECOND, A SHADOW IN THE CHAIR.  Nell steps in front 
     of it, blocking our view.

     And when she steps past, there is only the dim, flaking image of the
     chair, the natural shadow of the room.

     Nell goes around the desk, stands over it.  The chair sits silent
     behind her, shrouded.

     On the desk sits a set of ledgers marked with mill names -- Lowell,
     Haverhill, Manchester -- and years: 1884, '85 and so on.  She flips 
     one open.

     THE LEDGER is a payroll account.  Names upon names of workers 
     rendered in sepia by Crain's severe cursive.  Notations in the 
     column beside it indicate man, woman, or child and the appropriate 
     wage for each class of worker.  Many of them, at least a third, are 
     children.

     NELL reacts.  Disturbed by it.  She shifts closer to that damn chair
     behind her.  The sheet hangs over it in such a way that someone 
     could be sitting there under it.

     She turns the page.  Columns indicate pay, and so on.  But one 
     column, at the very center of the book, hidden in the binding, is 
     unlabeled. Down the column, some names have a line drawn through 
     them, and at the end of the line, a CROSS.

     Nell follows them back, eyes searching across the ledger.

     She turns the page, pushes the book down revealing that concealed
     column, more crosses.  And more.  Her eyes flick back and forth.  
     The crosses are paired with entries for CHILD.  She looks their 
     names...

                               NELL (cont'd)
                   Erin, Peter and Sean and Emily and 
                   Elizabeth... who are you?  And 
                   you?  What happened to you?  You 
                   died... How did you die?

     Nell turns the pages.  More and more crosses.  Dozens.  Scores.

     Nell sinks down into Crain's chair and tears come to her eyes.  We 
     see the book.

     INT. GRAND STAIRWAY - NIGHT

     The painting is right there now.  The letters have been erased.

     INT. NELL'S ROOM - NIGHT

     We see the ledger, and pull back, and the ledger is in Nell's lap.
     Nell sits on the bed in her sleeping tee-shirt and undies.  Theo 
     looks at the book with her.

                               THEO
                   That's so sad.

                               NELL
                   There's hundreds of them.  This 
                   must be a record of the children 
                   who died at the mills, like Luke 
                   said.

                               THEO
                   Before he painted your name over 
                   Mister Crain.

     Theo hands her the bottle.  Nell takes it, tops off her glass,
     spilling.  Her face is red.  She grimaces as she tosses back a big
     swallow.

                               NELL
                   You really think it was Luke?

     Theo takes another swig.  She holds bottles of nail polish up next 
     to Nell's bare feet, testing the colors.

                               THEO
                   Well, it wasn't me.  Mister Dudley 
                   had to clean it and he knows that 
                   he's in charge of all the messes 
                   so why would he make more work for 
                   himself and...
                          (beat)
                   You said the Good Doctor was with 
                   you.

                               NELL
                          (pondering)
                   I don't know what to think 
                   anymore.

                               THEO
                   Just think about one thing right 
                   now: What color?

     Nell finally puts the book down and takes a drink.

                               NELL
                   I've never had a pedicure before.

                               THEO
                   Well?

                               NELL
                   Red.
                          (into this now)
                   What else?

     Theo smiles and takes Nell's foot gently in her hand.  She begins to
     paint her toenails.

                               THEO (cont'd)
                   See, isn't this better than a hit 
                   on the head?

     Nell looks down her long legs at Theo.

                               NELL
                   I'm sorry I was mad at you, Theo.

                               THEO
                   Me too.  Although I learned one 
                   thing about you, that you don't 
                   know about yourself.  You can be a 
                   pretty decent bitch.

     Nell shoots down the rest of the glass of wine.

                               NELL
                   I'll take that as a compliment.
                          (beat, trying to 
                           sound casual)
                   In the city, what kind of place do 
                   you live in?

                               THEO
                   I have a loft.

     Nell is thrilled with this.

                               NELL
                   A loft.  That's a lot of room for 
                   one person.  Probably.  Maybe 
                   there's room for...

     Theo looks up, understands what she's asking.

                               THEO
                   You want to move to New York, you 
                   want to move in with me?

                               NELL
                   I don't know, you know...

     Nell lies back, arms spread, lets the glass roll out of her hand.  
     Theo paints Nell's toenails one by one, carefully guiding the brush 
     strokes in along the skin.  Nell, unused to this, gives into the 
     pleasure, and Theo sees how easy it is to move Nell.

                               THEO
                   My place isn't like yours, Nell, 
                   it doesn't have a view of sea.  It 
                   doesn't have a view of anything.  
                   What's interesting about the way I 
                   live is what goes on inside the 
                   walls.  Living with me... My 
                   boundaries aren't very well 
                   defined, Nell.  Do you know what I 
                   mean?

                               NELL
                   I'm trying.  Have you ever kept 
                   something to yourself because you 
                   were afraid it'd ruin things.

     Theo looks up at her, unreadable.

                               THEO
                   All the time.

     Nell lets out a sigh.  Gently Theo's hand moves down the arch of 
     Nell's foot.  Caressing.  Nell lets her.

     Theo finishes Nell's last little toe, and then with the brush out of
     paint, runs it gently up the inside of Nell's calf.  Nell sighs.

     Theo lowers her face near Nell's toes, licks her lips: soft, near,
     red.  She blows.

     Nell raises herself up, peers down at Theo.  Sees the want on her 
     face.  A long beat.

     Nell breaks the gaze, looks away.  Theo reads Nell's look, and 
     releases her foot.  She sits back in the chair.  For a moment Nell 
     doesn't know what to do.

                               NELL (cont'd)
                   I better go to bed.

                               THEO
                   Are you sure?

                               NELL
                   I think so.

                               THEO
                   Okay.

     INT. NELL'S ROOM - NIGHT

     Nell closes the door and sits at the vanity brushing out her hair 
     for bed.  Her motions are languid in the light of the single small 
     lamp, off-balance with the wine.

     Her HAIR brushes out in long, even strokes.  The brush moves through
     it, lifting it and letting it fall.

     IN THE MIRROR the brush draws through Nell's hair, but as it does, 
     the hair divides in its wake LIKE FINGERS RUNNING THROUGH it.

     Nell freezes.  She's not sure what she just saw.  She runs the brush
     through again, and again it is as if something pulls it back from 
     her head.

     Again -- fast -- she runs the brush through her hair, and this time
     the hair SPINS UP IN A KNOT.

     Nell flinches, dropping the brush, knocking the shade of the lamp on
     the vanity a-wobbling.

     She's out of the chair in a flash, grabbing her own hair, staring at
     the space behind her.  Nothing there.  A beat.

     She steadies herself, feeling the alcohol.  Gets control.

     The Tiffany lamp rocks back and forth, crystal beads shimmering.  
     The light plays across the fireplace and mantle on the wall.  And 
     something there catches her eye.

     Nell feels her way across the room, not sure of what she's seeing.
     Over the sound of the wind outside, there's something at the very
     highest edge of hearing.

     She stops five feet from the mantle.  The swaying light catches the
     rich tones of wood.  Then darkens.  Illuminates it again.  Darkens.  
     The carvings of the playing CHILDREN in the wood SEEM TO MOVE.

     Nell stares in drunken fascination.  And as the first fear begins to
     rise in her throat, the wind dies down and in its place there is the
     FAINTEST TRACE OF CHILDREN'S LAUGHTER.  Nell's reaction changes... 
     to awe.

     Tentative, her hand goes out, shaking... and touches the mantle.

     It is hard and still.  No movement whatsoever.  Silence.  But the 
     FACES engraved in the wood all seem to be peering up at her, hands
     outstretched for her, hopeful.

     EXT. HILL HOUSE GATES - NIGHT

     The enormous LOCKED gates are silhouetted against the moonlit sky.  
     The chain is dangling in the wind.

     EXT. HILL HOUSE - NIGHT

     Hold on Nell's WINDOW, the light shining dim through the gauze
     curtain.  It goes out.  The window stares from an arrangement of 
     other windows, stonework and doors... like an eye with a cataract in 
     a face howling in horror.

     INT. NELL'S ROOM - NIGHT

     Nell, her breathing heavy, lies tangled in her heavy blankets, 
     asleep, but restless.  Her feet hang off the end of the bed.

     In the b.g., the door to the bathroom is shut, barely visible in the
     faint light from the window.  HOLD on it.

     Silently, it begins to OPEN.  The gap WIDENS, yawning, pitch dark
     beyond.  A long beat.  And then a THUMP.  A SLIDING SOUND.  
     Something drags itself across the floor.

     BUMP.  SLIDE.  Our line of sight is blocked by the bed.  But the 
     sound is getting louder, coming closer.

     Bump.  Slide.  Nell grinds her teeth in her sleep, pulls the 
     blankets about her tighter.  Bump.  The sound stops.  And her BREATH 
     BEGINS TO FOG.

     Whatever has just come in the room is right there, hovering just OC.
     We can feel it.

     Without warning Nell BOLTS upright, GASPING into consciousness.
     REVEAL: nothing.  Just the dark room.  And the bathroom door OPEN.

     Nell stares at the-door, knows she shut it.  Now it's open.  She 
     breaths fast, feeling the cold, knowing something's in here with 
     her.

     She stops breathing, strains her ears.  Silence.  A long moment.  
     Then she notices her feet, hanging out from under the covers.

     They are black.  Feel slick.  Nell turns on the light by her bed and
     looks down.

     HER FEET ARE COVERED IN GORE.  Where Theo had been painting.  Nell
     SCREAMS.

     INT. NELL'S BATHROOM - NIGHT

     SCREAMING, Nell spins the tub faucets on full blast, sticks her feet
     into the spray.

                               THEO (OC)
                   Nell?  Nell!

     Weeping, Nell scrubs the gore off her feet -- red, black like old
     clotted blood.

                               NELL
                   Who is doing this to me?

     The door to Theo's bedroom is shut.  The handle rattles, urgent, but 
     it won't open.  It's LOCKED.

                               THEO (OC)
                   Nell, what's wrong?  What's wrong?

     The blood or whatever it is on Nell's feet comes off, is sucked down
     the drain.

                               THEO (OC) (cont'd)
                   Nell, it's locked, let me in!

     Nell, squatting in the tub, sobs as her feet come clean, and there 
     are NO WOUNDS.  Theo rattles the door.

                               THEO (OC)
                   Nell, the door is locked.  Open 
                   it.

     Nell rises, steps out of the tub, and looking like she could kill,
     moves for Theo's door.

     She grabs the handle but realizes what Theo has been trying to tell
     her all along: it's LOCKED.  Perplexed, Nell finds the key in the 
     hole, and turns it.

     The door rams open, Theo behind it, terrified and clearly just 
     awoken.

                               THEO (cont'd)
                   Nell...

     Nell stares at her, hair tangled, tear-stained, doubtful.  Water
     splashes in the tub, faucets still running.

     The LIGHTS flicker as one in the connecting rooms.  Theo has time to
     look up at the bulb in the bathroom, and they all GO OUT.  Darkness
     swallows them up.  Stray moonlight reflecting in the mirror 
     silhouettes them standing there.

                               THEO (cont'd)
                   Nell, the tub!

     Nell stoops in the darkness and the faucets squeak shut.  Theo bumps
     her way out of the room.  Nell moves to the doorway following her
     into --

     INT. THEO'S ROOM - NIGHT

     -- Theo's room.  Theo's form moves by her bed, and with a snick, her
     cigarette lighter lights up.  Theo holds it above her head, its tiny
     orange flame glistening off polished wood in the shadows.  Nell 
     steps toward her.

     Drip.  Drip.  From the bathroom.  Theo's eyes widen?

                               THEO
                   Oh, God, your breath...

     And sweeping over them a SHOCK OF COLD.  Their breath.

     Nell shakes her head: don't say anything.  Nell turns around, the
     darkness almost impenetrable.  SHAPES, alien, threatening, at the 
     very edge of light -- anyone could be some... thing.  Drip.  Drip.

                               THEO (cont'd)
                   It's here.

     Nell looks down at Theo's bed, then at Theo who moves closer to 
     Nell.  Nell gives the bed a wide berth.  Together they back toward 
     the wall with the fireplace.

     They stare out at us, eyes trying to adjust, afraid.  Behind them 
     looms the fireplace and in front of it, a metal cage-like fire 
     screen.  A beat.

     BAM!  SOMETHING LUNGES out of the fireplace but is caught in the
     screen, hitting Nell and Theo in the back.

     Theo's lighter goes flying in that very instant, and we never see
     what's hit the screen.  Neither do they.  Theo falls SCREAMING.  
     Nell manages to whirl, embrace the cage and slam it with whatever's 
     inside back into the fireplace.  The screen JOLTS hard enough to 
     lift Nell.

                               NELL
                   HELP!

     Theo still SCREAMING, lying on her back before the fireplace, rams 
     her feet against it.  The screen HAMMERS at Nell and Theo.  They 
     can't run or it'll get out.

     Theo's screaming is suddenly drowned out by a HORRIFYING, INHUMAN
     SOUND from inside the fireplace.

     Theo's scream goes dead in breath-stealing horror.  Nell recovers.

                               NELL (cont'd)
                   No!  Go AWAY!

     The screen punches out at them, denting.  And then all the air in 
     the room seems to be SUCKED into the fireplace in one THUMP.  The 
     door to the bathroom slams.

     It's gone.  They sit there in the darkness, panting.

     INT. GREENHOUSE - NEXT DAY

     Nell stares at the tableaux of Hugh Crain.  In the morning light it
     seems inert, cold, just a statue.  Luke and Theo enter.  Nell 
     doesn't seem to notice them until they're beside her.

                               THEO
                   Marrow said the same thing as last 
                   night, he says --
                          (meaning, this is
                           on his now
                           doubtful word)
                   -- that he checked with Mrs. 
                   Dudley.  And he says that she told 
                   him that all the fireplaces in the 
                   West Wing connect to the main 
                   chimney.  He says that he thinks 
                   that the flue was open, and with 
                   the windstorm, he says that what 
                   probably happened was some kind of 
                   freak air current --

                               NELL
                   -- What do you think?

     Theo considers, then looks at her, severe.

                               LUKE
                          (lowers his voice)
                   Don't tell the Professor; he'd 
                   probably throw me out.  But test 
                   taking is one of the ways I've 
                   been supporting myself.  I 
                   volunteer for every paid study 
                   that they offer.  Of course 
                   straight psych stuff doesn't pay 
                   as much as the pharmaceuticals do, 
                   or a good wound study.  Check it 
                   out.

     He rolls up his sleeve revealing large, livid SCARS at intervals too
     regular to be anything natural.

                               LUKE (cont'd)
                   A thousand dollars each.  Am I 
                   sick?  Yes.  Do you know why I 
                   only date freshmen?  By the time 
                   they're sophomores, they've 
                   figured me out.

                               THEO
                          (get back on track!)
                   Mister very talky, would you 
                   please say what it is about this 
                   study that bothers you?

                               LUKE
                   The whole thing feels like 
                   experimental misdirection.  Like 
                   he says it's about one thing, a 
                   psychological profile of 
                   environmental effects on 
                   insomnia... and that'd be a 
                   legitimate study, but I think that 
                   we've been subjected to an 
                   academic bait and switch; he's 
                   really looking at something else.

                               NELL
                   No.  No... Jim's not doing -- 
                   these things.

     But there's a desperate, rising edge to Nell's voice.  Theo's, in
     response, is quiet, sober... certain.

                               THEO
                   Then who is?  Come on, Nell.  Deep 
                   down, if you really thought it 
                   wasn't Jim, why wouldn't you be 
                   leaving right this second?  Why 
                   wouldn't you be afraid?  Really 
                   afraid.

                               NELL
                   Because I don't want to ruin 
                   things.  Because home is where the 
                   heart is.

     Theo is chilled by this answer which would only make sense to 
     someone out of her mind.

     Nell looks up and sees the double staircase at the end of the
     greenhouse... the one where Crain's wife killed herself.

     And for a moment we see Crain's wife hanging there and then the 
     image is gone...

     INT. DINING ROOM - DAY

     Lunch remains are on the table as Nell enters, test papers in hand.

                               NELL
                   Jim?  I'm done.

     But Marrow isn't there.  She's about to go back out to look for him,
     but sees something and stops.

     Forgotten by a reading chair to one side of the room.  Barely 
     visible.  Marrow's BRIEFCASE.  Nell goes to the briefcase, knowing 
     she shouldn't look, and unable to help herself.  Marrow's digital 
     recorder glints out at her.

     Nell takes it out, and presses play.  She looks up at the door.  Any
     minute he could come back in here... and then Marrow's voice rings 
     out.

                               MARROW (V.O.)
                   ...the hallway discussion about 
                   last night's fireplace incident 
                   concluded at three a.m.  Nell 
                   continues her alienation of the 
                   other subjects and the 
                   experimenter.  It remains unclear 
                   whether she truly believes she did 
                   not deface the painting.  
                   Interview with the subject in 
                   greenhouse yesterday to ascertain 
                   the extent of her self-delusion 
                   was inconclusive due to her 
                   efforts to sexualize encounter 
                   with experimenter.

     Marrow's voice continues on in his assessment, but Nell isn't 
     hearing anything anymore.

     She dies inside.  Her world upside down.  She falls into a chair, 
     and all we can hear of Marrow is the cold, analytical tone, his 
     garbled jargon.

                               MARROW (OC)
                   One minute!

     It's Marrow, for real, about to enter.  Nell clicks off the 
     recorder, drops it into the briefcase.  Marrow is startled, not 
     expecting Nell to be sitting right next to his papers and briefcase.

                               MARROW (cont'd)
                   Nell.

     She can only stare at him, eyes dead.  Marrow looks from her to the
     briefcase and back.

                               MARROW (cont'd)
                   Were you looking for me?

     Nell can't answer.  Marrow comes over, unsettled.

                               MARROW (cont'd)
                   How are the tests going?

     Nell rises, staring, emotionless.  Betrayal just beginning to find a
     hold.  She hands him her papers.  Marrow looks at Nell, knows she's 
     been in his briefcase.  He picks it up, and with a final, sorry 
     glance, exits.

     INT. GROUND FLOOR HALLWAY - DAY

     Nell emerges from the study, stands there a beat, lost.  Then she
     turns, resolute, and starts moving.  Faster.

     INT. GREAT HALL - DAY

     Nell, blinded by tears, runs across the room toward the grand entry
     and the exit... and stops.

     DOWN THE CONNECTING HALL, out in the grand entry, at the front 
     doors, are Mr. and Mrs. Dudley.  Leaving for the day.  They stop.  
     Look at her.

     Nell, numb, gazes from the open door to Mrs. Dudley.  Mr. Dudley 
     holds the door open as if in invitation.  Nell could walk out right 
     now.  This is her chance.  But...

     Mrs. Dudley smiles a knowing smile.  An all too knowing smile.  And
     seeing Nell's decision, gently shuts the door.  The LOCK CLICKS.  
     Final.  Fate-sealing.

     Nell turns back to the House, lost.

     INT. RED PARLOR - DAY

     Nell walks right up to the moveable bookcase and enters Crain's 
     secret study.

     INT. CRAIN'S SECRET STUDY - DAY

     Nell sits in silence, trying to find a feeling, any feeling.  A long
     beat.  And without warning she leaps to her feet in SHOCKING rage.

                               NELL
                   How can he think I'm doing this!

     She has a floor lamp in her hands, and hurls it like a throwing 
     hammer at the nearest shelves.  Vases, knickknacks and a LEATHER 
     ALBUM crash to the floor.

     She stalks around the room, and then slows, staring at what she's
     done, the rage draining out of her.  But if she could do something 
     like that...

                               NELL (cont'd)
                   No.  No, I couldn't do those 
                   things: I'm not making it up.

     She turns in place, desperate... and sees the old leather album
     precariously tilting on one of the sprung shelves.  It's open.  One 
     of the leaves flips over on its own, gravity and the weight of its 
     own pages TURNING IT.

     Nell approaches, stepping over broken ceramic.  SLIP.  Another page
     turns.

     Nell hovers over it, holding her breath so as not to make the book
     flip over and fall off the shelf in one instant.

     SLIP.  Another page turns.  The book is a PHOTO ALBUM of the late
     nineteenth century, bound with ribbons, the aged Daguerreotypes in
     pressed vellum frames.

     Nell peers closer.  It's open to a faded, gray image taken long 
     before it became the convention to smile for a photograph: a woman, 
     RENE CRAIN, sitting in a chair.

     And standing behind the chair, a fearsome presence in a black coat,
     his face hollow, malevolent.  HUGH CRAIN.

     Nell shivers, and SLIP, the page turns on its own.

     An image of Hugh and Rene, a look of deathly loss on their faces.  
     The page flips.

     Crain hovers, dark, rage just under the surface, but on Rene's face 
     is the faintest, most inappropriate SMILE.  It sends a chill through 
     Nell.

     The album begins to slide down the shelf, and as it does, PAGES 
     FLIP, Rene's SMILE grows wider, her hair dishevelled, her eyes lit 
     with grinning insanity...

     Nell grabs the book just as it falls from the shelf.

     It is open in her hands to a picture of Crain, alone, in front of 
     the enormous fireplace in the Great Hall.  RENE IS GONE.  The photo 
     is monstrous.  Nell, fearful, turns the page --

     -- and REACTS to the last thing she expected.  A picture of a lovely
     woman filled with grace and power.  CAROLYN CRAIN.  Posed.  On a 
     settee before the fireplace.  Beautiful beyond words.  Smiling.  
     Ahead of her time.

                               NELL (cont'd)
                   His second wife.  There was a 
                   second wife?  Carolyn.

     It warms Nell.

     She turns the page.  Now Crain is there beside Carolyn.  But there 
     is something different about him.  Less frightening.

     Nell flips the page again, and now there is an image of Crain and
     Carolyn.  Her hair is up in a FRENCH TWIST.  Nell smiles more.

     Nell turns the page yet again.

     But something is wrong.  It is another image of Carolyn and the
     kinder, gentler Crain, but now it is Carolyn who is unsmiling.

     Another page.  Another.  Carolyn's face darkening.  And in this 
     picture, Carolyn's stomach is slightly distended.

                               NELL (cont'd)
                   She was pregnant.

     Nell TURNS PAGES FASTER AND FASTER, and as she does, Carolyn SWELLS
     PREGNANT before our eyes in ragged animation, mouth working as if to
     speak, voiceless as it is... ELEANOR.

     Nell fumbles the book onto the floor.  It stares up at her, open to 
     the last page.

     It is an image of Carolyn.  Betrayal.  Hell.  Knowledge.  Her hand 
     seems to be POINTING at the gaping maw of the GRAND FIREPLACE.

     Nell bolts from the room.

     INT. GREAT HALL - DAY

     Nell bursts into the Great Hall and stops.  At the far end of the 
     room broods the vast fireplace, its chain curtains hanging like the 
     veil to some hellish sanctuary.

     Nell stares at it, daunted.  What is it that Carolyn is trying to 
     show her?  The fireplace beckons, and Nell approaches against her 
     will.

     She finds a steel poker hanging by the fireplace, and takes it down.
     She uses it to slide one of the chain curtains open.  She steps into
     its soot-black mouth.

     Nell peers up the chimney.  A faint sigh of air.  She sticks the 
     poker up the flue, scratches around.  Nothing.

     She turns her attention to the back of the fireplace, thwocks it.
     Sooty stone chips away, but it's solid.

     The mechanism for the ash drop catches her eye.  Nell grabs the 
     heavy, iron lever.  She pulls, but can barely budge it.  It finally 
     screeches back, and the iron door in the floor of the fireplace 
     SWINGS DOWN.

     Nell looks in.  Two feet down it looks like a gray blanket of ash, a
     charred timber or two sticking out.  Sick with fear, Nell prods the
     ash.  Just charred wood.

     She thrusts the poker down deep.  It vanishes in the ash up to her
     hand.  CLACK.  She rakes through the ash.  CLACK.  And then she 
     feels the poker take purchase.  She draws it out, and full of dread 
     turns it to the light...

     Impaled on its hooks are TWO HUMAN SKULLS.

     Nell fights back the scream in her throat.  One of the skulls is a
     child's skull, the other an IMMENSE SKULL with brooding brow, 
     forehead crushed.

     Nell lets the poker drop.  It bangs off the door, falls in the ash
     drop, its handle hitting a spring.  Nell recoils as the trapdoors 
     SNAP SHUT like a pair of jaws.

     INT. GROUND HALLWAY FLOOR - DUSK

     Nell stumbles down the hall, weeping in fear.

                               NELL
                   Theo!  Jim!  Help!

     But instead she hears children voices, calling out for her.

     INT. CONFUSING SERIES OF ROOMS (THE MAZE) - NIGHT

     Nell winds through the pitch-dark halls, rooms gaping black left and
     right, searching for the voices which seems to come from just around
     the next bend, leading her around corner after corner.

     The hallways peel past Nell as she runs, slamming through doors, 
     ever darker.  The House's hellish carvings glare as she passes, 
     grinning, taunting.  She rages on, oblivious until she rounds a 
     final corner --

     INT. HALLWAY OUTSIDE LOCKED ROOM - NIGHT

     -- into the long, dark hall leading to the LOCKED ROOM.  The 
     STATUARY peer down on her.  Dead faces.  Blind marble eyes.  As she 
     turns, the heads and eyes turn imperceptibly with her.

     For a frame or two the EYES are real, just a subliminal glimmer.  
     For the instant we try to catch the movement, the illusion, it isn't
     there.  It makes Nell stop.  She regards the terrible doors.  She
     considers the labyrinth around her.  And begins to understand.

                               NELL
                   The house... it's a maze, that's 
                   how you designed it, didn't you, 
                   Mister Crain?  So wherever one of 
                   your little guests went, the house 
                   brought them here.  It's designed 
                   to make you come here.  But why?

     Another CRY comes from the far end.

     Nell eases down the hallway, the fear welling back on her like a 
     tide.  She hesitates, but then the CHILD-CRY forces her on.  She 
     reaches the CARVED DOORS with the wooden guard statues.

                               NELL (cont'd)
                   Oh, no... Oh... no... no, no... 
                   not that... Oh no... Ohhhhhhhhh!

     Gaping cold and stench hit her.  She gags.

     Now the CRY comes from under the door.  Present.  Real.  Right 
     there.  Nell shudders.

     The CRY grows louder, desperate.  She shuts her ears to it.  The CRY
     rises to fearsome rage, not sounding like a child anymore.  Not
     sounding like anything human at all, it's painful.  Nell looks at 
     the locked room in horror and takes off running.

     INT. PICTURE GALLERY - DUSK

     Nell bursts into the picture gallery and stops.  Standing there are
     Marrow, Theo and Luke, stricken silent by her entry.  Looks of shock 
     on their faces.  Nell just stands there.  A beat.  And then it pours 
     out of her, hysterical.

                               NELL (cont'd)
                   He hunted all those children in 
                   here.  The dead children, Josiah 
                   and Elizabeth and all of them... 
                   from the books... he took them up 
                   here... he played games... the 
                   ones from his mills he burned them 
                   up in the fireplace but she found 
                   out what he did and she killed
                   him --

     She takes a breath, and turns gray.  Before anyone else can react, 
     her legs go out from under her, and she lands sitting.  Theo and 
     Marrow get to her side fast.

                               NELL (cont'd)
                   -- he didn't kill her she killed 
                   him and ran away with her baby --

     Marrow grabs her face.  It's gray, her eyes glazing over.

                               MARROW
                   Get a blanket!

                               THEO
                   It's okay... we're all here...

     Luke races out.  Theo, scared, looks at Marrow.

                               THEO (cont'd)
                   What's happening to her?

                               MARROW
                   She's in shock.  Come on.

     He starts to lift her.  Theo takes her other side.

                               NELL
                   After Rene... after she killed 
                   herself... he turned into a 
                   monster.  He did fill the house 
                   with children... he did, but... 
                   they weren't laughing...

     Nell is ugly, sprawling, in shock, as Theo and Marrow shuffle her to 
     a padded bench on one side of the room.

                               THEO
                   Nell, what happened?

                               NELL
                   Carolyn showed me where she hid 
                   him, hid him with all the ones he 
                   killed --

                               MARROW
                   Nell... please, Nell... take a 
                   deep breath...

                               NELL
                   And they're all locked together in 
                   here... and he won't let go of 
                   them!

     Marrow grabs her face.

                               MARROW
                   Nell!

     Luke rushes in with a blanket.  Theo covers Nell and then holds her,
     gently.

                               MARROW (cont'd)
                   Look at me, Nell.  Look at me!

     Nell manages to focus on him, her breath laboring.

                               NELL
                   Hugh Crain.  He's in the house.  
                   He's still here...

     Theo pulls back, goes very still.  The first hint of fear in her 
     eyes.

                               THEO
                   No.

     Marrow sees the panic working on her, gives her a stern look:

                               MARROW
                   Theo!  You too.  Listen to me.

     The command derails Theo's train of thought.  Marrow stares at Nell 
     in pity, can't bear it, and has to look away.  Finally he turns back 
     to her, full of regret.

                               MARROW
                   Nell, you have to hear me.  Let me 
                   explain what's happening to you.
                          (beat)
                   You're participating in a study on 
                   hysteria.

     Everyone but Marrow REACTS.

                               MARROW (cont'd)
                   I've given you a powerful 
                   suggestion that you're in a 
                   haunted house.  I picked Hill 
                   House because it fits the 
                   expectations.  It was my... it was 
                   my theater, my stage.

     Theo glances at Luke: he's been right all along.  This was never 
     about perception.

                               LUKE
                   Modelling small-group dynamics in 
                   the formation of narrative 
                   hallucinations.  You brought us 
                   here to scare us.  Insomnia, that 
                   was just a decoy issue.  You're 
                   disgusting.

                               NELL
                   Is this true?  I've been 
                   hypnotized?

                               MARROW
                   I hadn't done a study of how group 
                   fear affects individual 
                   performance.  Mass hysteria is 
                   like a story, Nell.  A communal 
                   story.  Someone starts it.  Then 
                   we all add a little more to it.  
                   And then for some reason -- no one 
                   knows how -- we start believing 
                   it.  This story shapes what we see 
                   and hear.  We interpret everything 
                   through it, make it fit the story.  
                   I started our story when I gave 
                   you the history of Hill House.  
                   You've added to it.  That's what 
                   this experiment has all been 
                   about.  That's what it was about, 
                   the experiment's over.  I'm 
                   pulling the plug.  This is my 
                   fault.

                               NELL
                   It's not real?  Crain?  He's not 
                   real?

     Marrow shoots him a look: shut up.

                               MARROW
                   Your fear of him was real.  That's 
                   all the ghost anyone needs.

                               THEO
                   How could you do this to people?

     Nell bucks in his arms, furious, desperate.

                               NELL
                   This is real, I'm not making it 
                   up!  Theo, you saw it!  You were 
                   there -- the banging and last 
                   night.  You, you all saw the 
                   painting!

                               THEO
                   Nell, it makes sense.  It all 
                   makes sense.  You and I, we were 
                   scaring each other, working each 
                   other up.

                               NELL
                   -- but the painting!

     Nobody says anythlng.  The silence tortures Nell.

                               NELL (cont'd)
                   I know you think I did that.  I 
                   didn't!  Go to the great hall and 
                   look in the fireplace!

     She starts to laugh.  Marrow gently presses Nell down, tucking the
     blanket around her.

                               MARROW
                   Why would we want to do that, 
                   Nell?

                               NELL
                   Because that's where he burned 
                   them up, the child laborers from 
                   his mills!  Because that's where 
                   their bones are!  He killed
                   hundreds.  He took them here and
                   he killed them.  Their bones are 
                   in the fireplace!

     Nell sobs.  The others exchange looks at this.  It sounds so hollow, 
     so delusional, it makes Marrow look so right.

                               MARROW
                   There are no bones in the 
                   fireplace.  Luke and I looked in 
                   it yesterday.  There's some old 
                   charred wood in the ash drop
                   but --

     Nell SPASMS trying to fight her way up, but Marrow and Luke hold her
     down.  Nell begins to wail in helpless rage.

                               MARROW (cont'd)
                   Nell!  If we look in that 
                   fireplace it'll just make you more 
                   upset.  And when there are no 
                   bones there, you'll say they got 
                   up and walked away.

                               NELL
                   Oh, God, you're not going to 
                   look...

     Theo pushes them back and grabs Nell's hand, gently brushes Nell's
     face.

                               THEO
                   Aw, shhh Nell, shhh.

     Theo turns up to Marrow, intense, furious with him.

     Nell's hysterics have stopped.  She stares up at him, lost.  
     Searching inside herself.  Maybe she is crazy...

                               MARROW
                   There has to be Monster in the 
                   Labyrinth.  We make them up.  
                   That's how we deal with the things 
                   in everyday life that are too 
                   terrible to deal with.  Like 
                   losing someone.  Like being alone.

     Marrow reaches down to Nell, but she shrinks away.  Theo blocks 
     Marrow out, shielding Nell.  Marrow pauses, disgusted with himself.

                               MARROW (cont'd)
                   I'm sorry, Nell.  I'm really, 
                   really sorry I did this to you.

                               LUKE
                   Sometimes saying you're sorry is 
                   just not enough.

     A disgusted Luke leaves the room.

     INT. NELL'S ROOM - NIGHT

     Nell lies in her bed, shivering.

                               NELL
                   Don't leave me.

     Theo spreads an extra blanket over Nell.

                               THEO
                   I'm going to stay with you until 
                   you fall asleep.  And then I'm 
                   going to get some brandy.

                               NELL
                   I don't think I want any.

                               THEO
                   I do.

     Theo spots a small candelabra with strings of crystal beads on the
     bedside table.  She lights the two candles.

     Theo goes and turns out the light.  Nell lies there watching the
     flicker of the candles play in the crystal.  Eddies of heat mingle 
     up the frost-covered glass of the window behind the candelabra.  
     Small streaks of frost begin to melt... We see eyes forming in the 
     melting frost, a face begins to form...

     Theo watches Nell.  There can be a TIME DISSOLVE.  Nell falls 
     asleep.  Theo tiptoes out of the room.

     INT. KITCHEN - NIGHT

     Luke eats chips.  Marrow stands by the door, arms folded, matter-of-
     fact.

                               MARROW
                   I gave my key to the gate to Todd, 
                   but the Dudleys'll be here in the 
                   morning.

                               LUKE
                   Do we still get paid for the week?

                               MARROW
                   You get your money.

     Awkward silence.

                               MARROW (cont'd)
                   Where did she come up with it?  
                   How did she put it all together?

                               LUKE
                   Is that the question of compassion 
                   or science?

                               MARROW
                   It's a question.

                               LUKE
                   She got the child labor stuff from 
                   me.

     Theo comes in, she heard what they were talking about.

                               THEO
                   I... I was playing games with 
                   her... Big city games... I was 
                   bad.  And you, Doctor Morrow, you 
                   broke her heart.

     He knows this.  It tears him apart.

                               MARROW
                   Is she asleep?

                               THEO
                   Yes.  But I promised I wouldn't 
                   let her alone the whole night.

     Marrow nods, gets his briefcase, exits.

     INT. GREAT HALL - NIGHT

     Marrow steps into the dark, vast room, his glasses glinting.  The 
     faint outline of the fireplace on the far wall looms in the 
     darkness.

     Marrow approaches it.  The mesh screen is still open.  Marrow stands
     there a moment.  Then looks in.

     He squats and tries to open the ash-drop.  It doesn't budge; it's
     jammed by the poker Nell dropped in.

     Marrow considers, then shakes his head, feels stupid for even coming
     in to check.

     Suddenly his CELL PHONE RINGS, startling him.

                               MARROW
                   Shit.
                          (answering the
                           phone)
                   Hello?  Yes, this is Dr. Marrow.
                          (beat)
                   Oh, hello.  Thank you for 
                   returning the call.
                          (beat)
                   No.  You mean he hasn't returned?
                          (long beat)
                   No, we haven't seen him.
                          (beat)
                   Can you tell me, what sort of car 
                   does he drive?
                          (beat, reacting)
                   A Toyota...

     INT. HALLWAY OUTSIDE KITCHEN - NIGHT

     Luke stops Theo, carrying a tray of food and tea, outside the 
     kitchen door.

                               THEO
                   We're fucked.  We're in a haunted 
                   house and we can't get out until 
                   the morning.

                               LUKE
                   You don't really believe it's 
                   haunted... Do you believe in 
                   ghosts?

                               THEO
                   That depends on your definition of 
                   ghosts.  I'm going to check on 
                   her, and then I'm going to stay 
                   awake.

                               LUKE
                   All night?

                               THEO
                   Yeah.

                               LUKE
                   You want company?

                               THEO
                   Maybe someday.

     Some sexual awareness.

     INT. NELL'S ROOM - NIGHT

     Nell lies in her bed asleep, the room dark except for the last,
     guttering end of one of the candles.  It goes out.

     A FAINT SOUND.  LONG, LOW, like the inarticulate murmur of a dozen
     madmen.  Nell stirs.  Her eyes open.  She hears the sound.

     The wall on the opposite side of the room catches the pale gloom 
     from the window.  The twisting figures in the plaster, the low-
     relief, the shadows they make seem to COME TOGETHER AS AN EYE.  
     Black.  Not human.  The woodwork around it like some half-face.

     The GIBBERING begins to RISE.

     OUT OF THE CORNER OF HER EYE she can see a FORM beside her in the 
     bed.

     Nell's mouth moves.  She manages to form words, but it's just a
     whisper.

                               NELL
                   Theo...

     Nell reaches out under the covers.

     Her HAND is suddenly grasped.

     THE EYE on the wall stares.  The babbling, liquid, deep voice 
     mounts, and as the shadows move ever so slowly, the EYE seems to 
     roam over the room.

                               NELL (cont'd)
                   Oh, God.  It's looking for me.

     And then the babbling stops.  Nell grimaces in pain.  She tries to 
     look at Theo, but it's far too DARK right there beside her.

                               NELL (cont'd)
                   Theo, my hand.  You're hurting me.

     In the place of the babbling, another sound.  High-pitched, drawn-
     out.  A CHILD'S CRY.  Nell reacts.

     The cry wails louder, coming through the wall.  It's a wail of 
     agony.  A wail not of this earth.  Nell struggles, racked between 
     the pain in her hand and the tortured child's cry.

                               NELL (cont'd)
                   A child.  No.  No!  I'm right 
                   HERE!

     The EYE focusses on her.  Dead on her.  Nell stops.  And with sudden
     violence, she's WRENCHED out of the bed by whatever's beside her.  
     Nell hits the floor with a scream.  She grabs at the table on this 
     side of the bed, pulling a lamp down on her, yanking at its chain.

     The room FLASHES into brilliance.  Nell stands up, panting... There 
     is nothing in the room.  No Theo.  She looks at her hand.

     The eye on the wall is gone.

                               NELL (cont'd)
                   Oh, God.  Who was holding my hand?

     Nell snaps around.  There on the window, SPREADING before her eyes 
     the frost on the glass is melting into a HORRIFYING FACE.  The face 
     of CRAIN.

     Nell recoils in prickling fear.  Living fear.  Then her fear turns 
     to RAGE.  In the blink of an eye there's a heavy ashtray in her 
     hand, and it's flying at the window.

                               NELL (cont'd)
                   I will not let you hurt a CHILD!

     The window BASHES out into the night, the face vanishing with a HOWL
     of air.

     INT. NELL'S BATHROOM - NIGHT

     NeIl explodes from her room, a flying fury of hate.  The child-cry
     seems to race ahead of her into --

     INT. THEO'S ROOM - NIGHT (CONTINUOUS)

     -- Theo's room, which is empty.  Now it seems like it's coming from 
     the door to the hall, is right there.  Nell races after it and --

     INT. 2ND FLOOR HALLWAY, NORTH WING - NIGHT (CONTINUOUS)

     -- barges out into the hallway.  She breaks into a run.  The cry 
     sounds from farther off.  Nell chases after it.

     INT. NELL'S ROOM - NIGHT

     Theo carrying a pot of tea and some cups enters quietly just in case
     Nell is asleep.  She stops in surprise.  The window is smashed, lamp 
     on the floor.  Nell is gone.

                               THEO
                   Nell?

     INT. NELL'S HALLWAY - NORTH WING - NIGHT

     A panicked Theo runs out of Nell's room into the hallway.

                               THEO
                   Luke... Jim...!

     INT. CROSS HALL - NIGHT

     Halls sprawl away into darkness in all directions as Nell tries to
     feel out where she is, and realizes she's lost.  Just like Theo and 
     she were before.  But now it's night.  And she's alone.  She's been 
     tricked.

     Panting, she stops, presses herself against the wall.  Her breath
     catches.

     Across from her is a MIRROR.  Herself reflected in its tarnished
     surface.  But there is something wrong with it.  Nell steps across 
     to it.

     Her reflected self begins to SMILE.  But SHE'S NOT SMILING!  Nell
     writhes in horror, but can't pull away from the mirror.  In it, her
     GRIN WIDENS, INSANE.  The bottom half of her face is someone else's.

     BANG!  Nell recoils.  The sound breaks the spell, knocking Nell back
     from the mirror.

     BANG.  BANG.  BANG.  Nell turns and runs.

     INT. HALL OF PILLARS - NIGHT

     The banging chases Nell into the hall of pillars.  Nell turns to 
     face whatever it is that's coming after her.  The BANGING 
     CRESCENDOES... and then recedes, still audible, but like the thing 
     following her has taken a wrong turn.

     Another mirror on the wall.  Nell glimpses herself in it.  This time
     her EYES are someone else's, lit with insanity.

     Nell backs away, through doors into --

     INT. HALL OF MIRRORS - NIGHT

     -- the hall of mirrors.  Bang bang bang bang...

     The octagonal, mirror-lined pillars cast and re-cast her reflection
     throughout the room.  Nell is everywhere in plain sight, but hidden 
     by the very infinity of her images.  The BANGING grows louder.

                               NELL
                   Why do you want me?

     The BANGING ceases.  And then we see the real Nell standing there.

                               NELL (cont'd)
                   WHO AM I?

     She turns around.  Her REFLECTIONS all TURN with her.  EXCEPT ONE.  
     For a long moment, we see it but Nell doesn't.

     And then she does.

     The REFLECTED NELL stands there, hands hanging, silent.

     Nell exhales in shuddering fear.  The Reflected Nell MOUTHS 
     compelling the real Nell to whisper with it:

                               NELL (cont'd)
                   Welcome home, Eleanor...

     With that the Reflected Nell grins and her STOMACH SWELLS before our
     eyes, pregnant just like Carolyn Crain.

                               NELL (cont'd)
                   No.

     Nell runs.

     INT. HALL OUTSIDE GREENHOUSE - NIGHT

     Nell races down the long hall, bare feet flying, covering her face
     from MIRRORS left and right.  She stumbles into --

     INT. GREENHOUSE - NIGHT (CONTINUOUS)

     -- the greenhouse where she slips on the marble.  She kicks the door
     shut behind her and lunges for the spiral staircase, her horror
     driving her up and up, setting the rickety thing swinging.  We HEAR
     what Nell hears, the voices of children.

                               VOICES OF CHILDREN
                   Help us... help us...

                               NELL
                   I'm here... I'm here... I'm coming 
                   to you, I'm coming to you...

     Nell climbs higher and higher into the dark reaches above.

     AS SHE CLIMBS: through the greenhouse windows we see the night sky,
     the clouds driven by the wind, the moon, old vines wrapped aroud the
     skin of the greenhouse... and the shapes and shadows of the vines 
     seem to shift as if it was alive...

     Nell reaches the landing.  The stair case rolls back and forth 
     beneath her.  A beat.  And then BAM!  The door slams open below.

                               MARROW (OC)
                   Nell!  Nell, are you in here?

     Nell can only manage sobbing relief.

                               LUKE (OC)
                   Look, the stairs!

     Nell drags herself to the hand rail.  Marrow, Luke and Theo rush 
     into view below.

     They all react to the sight of Nell at the precarious top -- with 
     her insanely happy smile.  They think she's there to kill herself.  
     Just like Rene Crain.

     They all freak out in a chorus of 'Nell!  No, Nell!'

                               MARROW
                   Nell!  Don't move.

     Nell couldn't anyway.  She just grins madly, tears running down her
     face.  Marrow grabs for the stairs, but they shift under Nell's
     movement from up above.

                               LUKE
                   It's not going to hold your 
                   weight.

                               MARROW
                   Just stay there, Nell!

     Marrow mounts the stairs.  The metal support rods sing out under his
     weight.  And the whole thing pitches, rolling around as he goes up.
     Five feet.  Ten feet.  Fifteen feet up.  The sway gets wilder as he 
     goes.

     At twenty feet, with twenty more to go to reach Nell, he stops.  The
     stairs buck, sway out dizzily.  And then to his dismay, he realizes
     he's on the WRONG SIDE of the double helix staircase.

                               MARROW (cont'd)
                   Damn it.

     He straddles the rail to climb over to the other half.

                               LUKE
                   Don't!

     The sudden shift is too much for the old stairs.  The support rods
     CREASE and then the whole enormous column of steel from where Marrow
     is standing to the ground BURSTS from its supports.

     Luke shoves Theo aside, and the bottom half of the stairs spirals 
     out in a massive, deafening COLLAPSE.  Marrow's cellular phone falls 
     out of his pocket and shatters in hundred pieces across the floor.

     The top half of the stairs remains, still hanging from the ceiling.
     Nell grips the railing at the top.

     Marrow hangs there by one hand over the razor tangle of steel below.
     He flails out for the other stairway, swings himself over to it.  It
     takes a moment for him to realize he almost just died.  A moment of
     paralysis.  This is no longer an experiment.  No longer fun and 
     games.

                               MARROW
                   Nell?  Are you up there?

     There she is.  Marrow forces himself to start climbing the shaky
     stairs.  Luke and Theo watch from below, tense.

     Then he's there.  Nell stands a mere arm's length from him on the 
     other side of the railing.

                               MARROW (cont'd)
                   Come on, Nell.  You have to climb 
                   over and step back on the stairs.

     Nell barely seems to hear him.  Instead she looks at the DEFORMING
     SUPPORT RODS around her.  We HEAR the voices of the CHILDREN, 
     calling to her.

                               MARROW (cont'd)
                   Nell!  Now!

     Theo, on the ground, calls up to Nell.

                               THEO
                   Nell, go with him!  Just go with 
                   him.

     Nell refocuses on him and then gingerly climbs over the railing.  
     She hangs there.  She looks down at the tangled steel below...

                               NELL
                   The children want me.  They're 
                   calling me.  They need me.

                               MARROW
                   Nell.  You will come here now.

     Nell looks UP at him, hazy.

     And THEN BEHIND MARROW: the shifting clouds, the moon, the vines... 
     and suddenly all these random elements behind him form a dark 
     hideous face and in front of it a hand, and the hand is rushing 
     forward to PUSH MARROW OFF THE STEPS.

     After we scream, NELL SCREAMS.

                               NELL
                   NO!

     And as Marrow falls forward, pushed by the force behind him, Nell
     grabs him... he is caught on the rail... As she has reached out to 
     him, now she has fallen into thin air, and she falls towards Marrow, 
     and they hold each other.  She has a hand... then a foot... she 
     slips... she holds on again... and reaches the staircase.  She grabs 
     on.

     A moment's peace... and then a new disaster: with a metallic POP POP
     POP the support rods spring from their anchors and the rest of the
     stairwell next to them drops to the ground in a catastrophic
     shattering of sound.

     Marrow looks behind him, to whatever it was that Nell saw over his
     shoulder.  He looks back at her.  Her eyes are closed, she won't 
     open them.

                               MARROW
                   We're going down the stairs, Nell, 
                   I'm taking you down the stairs.

     He leads her go down the stairs.

     INT. THEO'S ROOM - NIGHT

     Marrow and Theo stand in the doorway to the shared bathroom watching
     Luke finish taping a trash bag over Nell's broken window.  Nell lies 
     in her bed, asleep or unconscious, it's impossible to say.  Luke 
     finishes, comes over.  Marrow is hushed, grim, exhausted.

                               THEO
                   She needs help.

                               MARROW
                   I'll take her with me to the 
                   University tomorrow.  I can't 
                   believe I read the test wrong.  I 
                   didn't see anything that looked 
                   like she was suicidal.

                               LUKE
                   You used the wrong test.

                               THEO
                          (indignant)
                   Will the two of you shut up!  God 
                   damn it!  Maybe the tests were 
                   right, Marrow.  She's sensitive, 
                   she's vulnerable, but I don't 
                   think she's suicidal and I didn't 
                   have to test her.  Maybe she 
                   wasn't trying to kill herself.  
                   Maybe she was really scared.  
                   Maybe she really heard voices.

     Marrow looks away, doesn't want to say this.  Theo reads the 
     feelings on his face.

                               LUKE
                   You're not telling us something.

                               MARROW
                   Watts.  Those were his keys Nell 
                   found.  His roommate called and 
                   said Watts left when he was 
                   supposed to.  I think he's here.

                               THEO
                   He's wandering around the house, 
                   and Nell heard him.  She thought 
                   it was ghosts.  Let's go look for 
                   him again.

                               MARROW
                   No.  If he's lost somewhere in the 
                   house... he'll have to stay lost 
                   until tomorrow, until the night is 
                   over.  What we have to do now is 
                   be together, with Nell.

     And they go.  Three scared people.

     INT. NELL'S BATHROOM - NIGHT

     Luke sits on the closed toilet and watches Nell in the adjoining 
     room.  Light from the bathroom falls across her fetal, curled form 
     in the bed.

     The door to Theo's room is open too.  Luke glances over.  Theo lies 
     on her bed.  Marrow is slouched in a chair.

     Luke settles back against the wall.

     The HOUSE EXHALES, and the breath of the house is like the poppy 
     field in the Wizard of OZ; it brings on sleep.

     INT. THEO'S ROOM - MUCH LATER THAT NIGHT

     Marrow is struggling to stay awake and his eyes finally close.  Theo
     breathes hard in the grips of some awful dream.

     This is what the House wanted.

     INT. NELL'S ROOM - NIGHT

     Nell lies asleep, the ornate headboard looming behind her, black 
     with its strange plant-like splay of leaves.

     Nell draws a deep, sleeping breath... and her EYES OPEN.  She lies
     there, her breath still in her lungs, not moving, but sensing
     something.  A long beat.  When she lets her breath out, we can see 
     it in the cold.

     INT. NELL'S BATHROOM - NIGHT

     Luke's head rests solidly on the wall.  His eyes are closed, unaware
     his breath is fogging too.

     INT. NELL'S ROOM - NIGHT

     Nell lies there afraid to move, afraid to make the faintest sound.
     From the darkness above WOOD CREAKS.  At first it seems like someone 
     is walking on the floor above.  But it is coming from within the 
     room.

     The CARVINGS on the ceiling, the impossibly elaborate woodwork, ARE
     MOVING.  Incredibly slowly, with incredible subtlety: turning inside
     out, some of the forms lengthening, some shortening.  Carvings 
     changing here, changing there -- the ceiling coming alive -- with 
     some grand design we sense but cannot yet see.

     The wood grows out of the ceiling eating its way down into the tall
     bed POSTERS.  It crawls down the posters, straining the sinewy 
     baroque curves, swelling them...

     The CREAKING begins from the darkness of the wall opposite Nell.  
     Nell inclines her head to see.  Out of the wall two enormous BULGES 
     grow, side by side.

     From behind Nell, now.  The headboard GROANS, its shapes moving, the
     fan-like plant designs thickening and SPLAYING wide.

     Nell can't move, her mind refusing to understand what's going on.  
     The bulges in the wall DROOP to the floor.  And then we BEGIN TO 
     SEE: they are like a pair of KNEES.

     Understanding starts to show in Nell's eyes.  She looks up at the
     ceiling.  And now all the movement, the design behind the awful
     transformation of the ceiling is clear.

     It is a HEAD.  A visage of madness, of absolute horror, eyelids 
     sealing shut its blind face.

     Silence.  Nell's breath comes ragged.  Unable to speak, but trying 
     to call out.

     The EYES OPEN.  A SCREAM tears out of Nell's throat.

     INT. NELL'S BATHROOM - NIGHT

     Luke is shocked awake in time to see Nell's room CONVULSE on her 
     just before the DOOR SLAMS in his face.

                               LUKE
                   Oh my God...

     INT. NELL'S ROOM - NIGHT

     The entire ROOM RAMS itself at Nell, jolting her hard into the
     headboard.  THUMBS FOLD OUT of the woodwork, pinning her by the
     shoulders against it.  As the room lowers itself toward her, she
     SCREAMS out of her mind.

     INT. NELL'S BATHROOM - NIGHT

     Marrow lunges into the bathroom, thrown from sleep as Luke stares in
     impotent shock.  Theo is there behind Marrow an instant later.

                               MARROW
                   What is it?

     Luke can't make any words come out.  Marrow shoves him aside, grabs 
     the doorknob and thrashes at it.

                               MARROW (cont'd)
                   Help me!

     He braces Luke up, and then they lunge together, shouldering the 
     door.  It splinters out of its frame --

     INT. NELL'S ROOM - NIGHT (CONTINUOUS)

     -- and stumble into Nell's room.  Marrow's mouth opens.  Luke stands
     speechless.  They're stricken by the sight: Nell SCREAMING, held by 
     the headboard as the deformed ceiling dips over her, the room 
     THRUSTING at her rhythmically.  Nell and Theo make EYE CONTACT.

                               THEO
                   Oh, Jesus.

     Marrow recovers, reaches out for Nell, and the FACE in the ceiling
     turns on him.  The GAZE stops Marrow in his tracks.  He looks up 
     into it and knows it's real.  Somehow, it is Crain.

     Luke appears from out of nowhere on the other side of the bed and
     SMASHES off one of the wooden hands with a large brass candelabra.
     Nell screams in surprise, but Theo drags her out of the bed.

     The head turns to them.  They flee.  Marrow backs away in awe and 
     fear.

     INT. GREAT HALL - NIGHT

     Luke and Theo drag Nell down the stairs into the Great Hall.  Marrow
     brings up the rear.  They retreat for the entry as Luke puts his 
     jacket over Nell's shoulders.  Marrow stops, looks back up the 
     stairs.

                               MARROW
                   Wait a second!  Wait!

     All there is are the sounds of Nell, Luke and Theo making for the 
     hall to the entry.  The House is silent.

                               LUKE
                   No.

     Luke goes out.  But Nell pauses, stopping Theo with her.

     The House is quiet.  Marrow's hand still outstretched.  Nell looks
     around the room.  There are heads everywhere, faces: animal heads,
     humans, gods, all staring from the woodwork, the carpets everything.
     All turning to her.

     Theo looks around, but can't see what Nell is seeing.  Nell's breath
     comes faster, disoriented, yet aware...

                               NELL
                   They're all in here.  All the ones 
                   he killed.  They're just children!  
                   We have to help them!

                               THEO
                          (to Marrow)
                   Come on!  Why are we waiting?

     Even now, Marrow can't believe what he just saw, but Theo's voice
     brings him back.  He whirls, grabs onto Nell, helps Theo drag her 
     out.

     EXT. HILL HOUSE DRIVEWAY/GATE - NIGHT

     Four cars sit behind the massive, locked gate, as far from Hill 
     House as possible.  Marrow paces past the fence, staring out, the 
     road beyond leading out of this place, so close...

     Luke digs with a pen knife at the marble footing below the gate.  No
     easy way under it.  He stands and gazes at the razor-sharp spikes
     twenty feet up.  There's no way to climb this.

                               THEO
                   Oh my God we need to call someone?

     Marrow just looks at her and walks back to Nell's car.

     INT. NELL'S CAR - NIGHT

     Nell sits in the passenger seat of her car, wrapped in her jacket.  
     She stares out at the gate, at Luke and Theo consulting.  Marrow 
     appears in the window.

                               MARROW
                   You okay?

     Nell nods, but there's something about her not right.

                               NELL
                   Why did you bring me here?

     Marrow shakes his head, doesn't fully understand.

                               NELL (cont'd)
                   Why did you call me and tell me to 
                   look in the paper for the ad?

                               MARROW
                   Nell, what are you talking about?  
                   I never called you.

     Nell stares, dismayed, but Marrow is dead serious.

                               NELL
                   But you told me to look in the 
                   paper!  You told me I'd be 
                   perfect!

                               MARROW
                   Nell, the first time I ever spoke 
                   with you in person was the night 
                   we met here.

                               NELL
                   Then who called me?

     Hill House looms behind her, windows forming eyes, the carport a
     gaping mouth.

     Nell's dismay becomes a cold, terrifying understanding, and she 
     turns and stares back up at the House.

     Luke comes up with Theo on the other side of the car.

                               THEO
                   Nell --

                               LUKE
                   -- how much is this car worth?

     EXT. HILL HOUSE DRIVEWAY/GATE - NIGHT

     Theo pulls Nell away from the drive.  Marrow stands back from Nell's
     car where Luke belts in behind the wheel.

     Luke eases the car forward to the gate.  He advances until the car's
     bumper makes contact.  And then without further ado, REVS the 
     engine.

     The Buick grinds into the heavy steel bars.  The chain tightens 
     around the two halves of the gate, but shows not the slightest 
     strain.

     INT. NELL'S CAR - NIGHT

     Luke grimaces, shifts into low, pours on the gas.

     EXT. MAIN GATE - NIGHT

     The car fishes back and forth against the gate, hurling a shower of
     gravel on the other cars off to the side of the road.  Marrow, Nell 
     and Theo move back.

     One of the Buick's headlights breaks.  The grill mashes in.  For a 
     long moment the car struggles against the Gate.  No good.  Luke 
     eases up.

     Theo looks at Marrow.  Luke puts the car in reverse.

                               LUKE
                   Get the hell out of the way!

     They back way up.  Luke vanishes up the drive in the car.  And then 
     the Buick comes around the corner, accelerating, slicing down the 
     gravel road.

     INT. NELL'S CAR - NIGHT

     Luke sits way back in the seat, grits his teeth, floors it, aiming 
     at the gate...

     EXT. MAIN GATE - NIGHT

     The car SMASHES into it... and is STOPPED, collapsing, twisting in a
     deafening hail of steel and glass.

     The massive gate has BENT itself AROUND the car, holding it in its
     steel-grip.

     EXT. GATE - NIGHT

     Nell understands, the house will not let her go.  She turns away 
     from the gate, faces the House, mesmerized by the beauty in this
     monstrosity.  The House is calling her back, and Nell is drawn 
     towards it.  She starts walking...

     INT. NELL'S CAR - NIGHT

     Luke gasps for the seat belt, the wind knocked out of him, steering
     column pushed to his chest.  Marrow and Theo run up outside.  Luke 
     sees him, sees he's not getting any closer than ten feet, and he's 
     looking back at the gas tank.

     Luke gets the seatbelt off, tries to open the door but it's warped
     shut.  He struggles to get out from behind the wheel.  Sparks jump 
     from the battery.  Gas shoots out of the fuel pump onto the 
     shattered window.  He knows he's in trouble.

                               THEO
                   Hurry.  The gas!  Luke... The gas!

     Finally Luke gets free of the wheel.  It's agonizing to watch...  
     The passenger door is jammed shut too.

     He squirms into the back seat.  The rear doors are in the same
     condition as the front.  But the rear window is blown out.  He 
     crawls out onto the trunk.

     EXT. MAIN GATE - NIGHT

     Marrow hurries around the back of the car, staying clear of the lake
     of gas spreading about it.  Luke rolls off.  Marrow helps him up, 
     and gets him away a safe distance.

                               LUKE
                   I'm okay.  Okay.  Just my chest.  
                   Just my wind knocked out.

     Marrow looks up at the gate.  It is even more impassible than before
     with the gasoline-saturated wreck in it.  No way to try another 
     break-out either.

                               LUKE (cont'd)
                   Sorry about your car, Nell.

     He turns around.  The others do too.

     No Nell.  Luke and Theo look up.  Mute dread.  No Nell anywhere.

                               MARROW
                   Oh, no.

     INT. GRAND ENTRY - NIGHT

     The massive black door swings silently into the dark, vaulted entry.
     Marrow pauses there, looks about, and then enters.  He holds a tire
     iron.

     Luke does too.  He and Theo follow Marrow in.

                               THEO
                   I'm sure she went back to her 
                   room.

     INT. GRAND STAIRWAY - NIGHT

     They stay to the outside of the stairs, padding silently up, trying 
     to get a glimpse of the floor above.  It's shrouded in darkness.

     They turn at the landing, eyes riveted to the top of the stairs.  
     They start up.

     INT. 2ND FLOOR HALLWAY, NORTH WING - NIGHT

     Marrow, Luke and Theo pause at the top of the stairs and peer down
     both long, empty directions of the hallway.

     Then Marrow turns toward Nell and Theo's room.  The brass 
     candelabra... in front of the open door.

     The rooms draw nearer, closer.  Not even the sound of their 
     breathing.

     The door is ajar.  Marrow pushes it open with the tire iron.  The 
     room lies in silent disarray.  Normal disarray.  The bed normal.  
     The ceiling normal.  No Nell.

     Marrow and Theo REACT and enter the room.  Luke lingers out in the 
     hall a moment.  And just as he steps in after them we HOLD on the 
     long, empty hall --

     -- and a FIGURE glides across.  Far down at the other end.  She
     disappears.  It was Nell.

     INT. STATUARY HALL - NIGHT

     Nell walks through the row of dark statues.  Carved faces watch her
     pass.

     INT. HALL OUTSIDE LOCKED ROOM - NIGHT

     Nell stands before the threshold of the horrific doors, once locked,
     now inexplicably OPEN.  The mythological frieze on the door split in
     half, a world cut in two, a seal broken.  Like something has come 
     out of its tomb.

     Nell steps into the blackness.

     INT. THEO'S ROOM - NIGHT

     Marrow comes out of the bathroom, joining Theo by the window next to
     her bed.  Luke stands in the doorway.

                               THEO
                   Was sure she'd be in here.

                               LUKE
                          (worried)
                   Where in the hell can she be.

     Marrow remembers.

                               MARROW
                   Oh no...

     INT. GREENHOUSE - NIGHT

     Marrow, Luke and Theo enter the greenhouse, the heavy growth
     forbidding in the darkness.  They spread out on the parallel 
     walkways.

                               THEO
                   Nell?

     They reach the transept, turn down it toward the statue of Crain at
     the end looming white in the dusk.

     Dead silence.  Then Marrow SCREAMS.

     Under a thin layer of ice underneath the giant hand that protrudes
     from the pond we find Watt's body, as if the hand wants to keep him
     there forever.  Marrow did find his Watts, a horrifying sight.

                               MARROW
                   Oh my God it's Watts.

     As at the same time out of the mouth from the sculpture erupts a 
     river of blood, scaring the hell out of them.  Their clothes 
     splattered with blood, Marrow quickly leads them out of there.

     INT. LOCKED ROOM - NURSERY - NIGHT

     Nell stands there in the darkness, sensing the expanse of the room,
     turning... and kicking something on the floor.

     It is a wooden toy train.  Then she sees a rocking horse by her 
     feet.  It is a NURSERY.  Turn-of-the-century.

     And as Nell's eyes adjust, as she tries to see what else is in here 
     in the dark, she begins to make out WHITE SHROUDED SHAPES.

     Against the wall.  A bed covered in a sheet.  A table beside it.  A 
     HAND BELL.  A CANE.

     Just like Nell's sick room at home.  Nell realizes it, covers her
     mouth.

     The furniture is in EXACTLY the same position, though the sheets
     covering the pieces are stained, FAR OLDER.

     And on the wall, something in a frame is covered with a piece of
     sheet.

     Nell approaches it in trepidation and removes the cloth.  For a long
     beat, all we see is her face as it goes slack.  Understanding.

     The framed thing is a stitchery.  It says: A PLACE FOR EVERYTHING,
     EVERYTHING IN ITS PLACE.

     Just like the one at home.

     INT. GREAT HALL - NIGHT

     Marrow, Theo and Luke barge into the Great Hall.

                               THEO
                   Nell!

                               LUKE
                   We can't stay here looking for 
                   her.  She doesn't want to be 
                   found...

     Marrow and Theo look at him.  It's what they've been thinking, but
     haven't had the courage to say.  Theo stops suddenly.  Turns around.  
     The men notice, and pause.

     Then they hear it.  Faint.  Floating down from upstairs somewhere.
     Nell's TUNE.  It doesn't sound right, but it's hard to tell as it's
     coming from so far away.

     They look at each other, start for the stairs.

     INT. HALLWAY OUTSIDE LOCKED ROOM - NIGHT

     Theo, Marrow and Luke stand at the end of the dark hallway.  They 
     stare at the gaping doors to the nursery at the far end.  The tune 
     is coming from within.  Abruptly, it stops.

     And instead of Nell's tune, there's a repetitive CREAK.  CREAK.  
     CREAK.

     In rising dread, Theo starts forward.

     It takes Marrow and Luke a moment to come after her.  The CREAKING 
     gets louder, unnerving.

     They get to the doors, Theo first.  She pushes them wide.

     INT. LOCKED ROOM - NURSERY - NIGHT

     They stop there, staring into the shadows.

                               THEO
                   Nell?

     And there, hunched over something turning a CREAKING CRANK of some
     sort, is Nell.

                               MARROW
                   Nell.

     Nell straightens from whatever it is she was doing and turns to 
     them.  Theo steps toward her, afraid for her.

                               THEO
                   What'd you come back for, babe?

                               NELL
                   Just had to be sure.

                               LUKE
                   Come on, Jesus!  Let's go!

     Marrow shuts him up with a vicious gesture, stays back himself as 
     Theo approaches Nell.

                               THEO
                   Let's go, hon.  Don't you want to 
                   go back to your little apartment 
                   where you can hear the buoy out in 
                   the harbor when the wind is just 
                   right?

     Nell smiles at Theo.  She's holding something.

                               NELL
                   Oh, Theo.  You know I don't have 
                   an apartment.

                               THEO
                   Then let's go get you one.

     Nell's smile softens even more.  Her voice is reassuring.

                               NELL
                   Don't worry about me, Theo.  I'm 
                   wanted.  Right here.  I'm home.

     A CHILL of fear cuts through Theo as Nell looks deep into her eyes.

                               NELL (cont'd)
                   After all...
                          (beat)
                   I'm family.

     The thing in Nell's hand is a NEEDLE, the thing she's been cranking 
     an ANCIENT PHONOGRAPH.  She lowers the needle to the spinning 
     record.  And HER TUNE, the one she hums all the time, begins to 
     play.

     The others are frozen where they stand.  Marrow's mind reels at the
     implications of what he's hearing.

                               MARROW
                   No.

                               NELL
                   My mother used to hum this to me.  
                   Like her mother hummed it to her.  
                   And my great grandmother Carolyn 
                   hummed it to her.

     Nell turns back.  The others stand there speechless.

                               NELL (cont'd)
                   I have to stay.  You better go.  I 
                   could explain it, but you'd never 
                   understand.

     And that, finally, galvanizes the others into action.  Marrow sweeps
     past Theo, grabs Nell hard, and swings her for the door.

                               MARROW
                   Come on.

                               NELL
                   No --

                               THEO
                   Please, Nell, just see us out.

     Luke closes in on Nell with Marrow, and there's nothing she can do 
     but let herself be pulled along.

     INT. GRAND STAIRWAY - NIGHT

     Down the stairs they come, Luke out in front now, bounding down a 
     half flight ahead.  Marrow and Theo support Nell between them.

     Nell looks up at the hooded painting of Crain, but is spun around 
     and taken down the next flight.

     INT. GREAT HALL - NIGHT

     Nell, Marrow and Theo reach the bottom of the stairs and pause.  
     Luke is halfway across the room, looking back to make sure they're 
     with him --

     -- and Nell digs her heels in, jerking Marrow and Theo to a stop.  
     She stares.  The others follow her gaze.

     She's looking down the connecting hall, out to the entry at the 
     front doors.  They're open.

                               NELL
                   In the night...

     The DOOR BAMS SHUT with a concussion that rocks the entire room,
     sweeping Luke's jacket under it.  The HANDLES TURN, LOCK DOWN.

     Stunned.  All stunned.

     A RUSH OF AIR.  The House EXHALES.  Silence.  And then CREEEEAK.  
     They cast their eyes back up the stairs.

     BUMP BUMP.  Far-off sounds, hair-raising, of infinite variety, carry
     down the halls.

                               NELL (cont'd)
                   ...In the dark.

     Luke rushes from the room.

     INT. GRAND ENTRY - NIGHT

     Luke YELLS and throws himself at the front doors.  Marrow runs over 
     to help him and shoves the tire iron between the doors and PRIES.  
     Marrow throws the useless thing down and stands back.

     Luke joins him, and they shoulder block it together.  But this door 
     is MASSIVE.  There's no way.

                               LUKE
                   No you bastard!  Break!

     He roundhouse kicks it, hurts himself.

     Theo, afraid, watches the Great Hall behind them.  Nell puts her 
     hand on her shoulder.

                               NELL
                   It's not safe for you anymore.  
                   The children need me, and Crain is 
                   doing everything he can to keep me 
                   from them.

     Theo stares, appalled.  Marrow looks around, puts his hand up to 
     shush everyone.  The HOUSE MOANS, the BUMPING growing, searching.

                               MARROW
                   Come on.

     He rushes down the hall, Luke right beside him, Nell and Theo in 
     their wake.

     INT. DINING ROOM - NIGHT

     Luke's first barging into the kitchen.  Big windows all along the 
     wall.  Huge windows.  Marrow follows him in, Luke's fear turning 
     into a vicious smile as he sees the towering windows.

     Nell and Theo are right behind in time to see Luke and Marrow 
     scooping up a table and chair respectively.

                               LUKE
                   Watch out!

     The men rush the same window, side-by-side, and let the heavy pieces
     of furniture fly from ten feet.

     The WINDOW SHATTERS, dozens of panes blown out into the darkness
     beyond.  But the metal LATTICE remains, the chair's legs stuck in 
     it.

     Marrow and Luke pause, taken back a beat.  They hustle over to it.  
     Theo and Nell stand a few feet back.

     Luke grabs the chair, levers it, tries to pry open the metal.  
     Marrow reaches through, knocking loose glass, trying to find some 
     sort of handle on the other side.

                               THEO
                   Hurry!

     Theo watches the door behind them.  Luke pries at the inch of metal
     between him and freedom.  It won't break.

                               MARROW
                   They don't open!

     Marrow slips on the broken glass and catches hold of the lattice
     LACERATING his ring and little finger.  With a cry of pain, he lands 
     on the floor.

                               MARROW (cont'd)
                   Oh Jesus my hand.

     Nell and Theo fall to the floor to help him.  Marrow moans, and Nell
     grips his injured hand in hers.  Fast, like she was born a trauma
     doctor, Nell clamps off the blood with her fingers.

                               NELL
                   Give me your shoelace.

     Marrow tugs at his shoe, in shock, and looks at Nell.  She's calm.
     Terrifyingly calm.  And in that moment, he realizes she's not out of
     her mind.  She just understands things beyond what he could possible
     begin to understand.

                               MARROW
                   What'll happen to us, Nell?

                               NELL
                   Nothing, if you leave right now.  
                   There's a war going on all around 
                   us.  Don't get in the way, please.

     Nell cinches the shoelace tight around his wrist.

     Luke throws down the chair, giving up on the window.

                               LUKE
                   Shit!  All right, you 
                   sonofabitch...

     As he looks up at another one of Crain's painting hanging on the 
     wall.  Nell Theo with Marrow straggle toward the great hall.

     INT. VESTIBULE TOWARDS GREAT HALL - NIGHT

                               LUKE
                   Maybe this'll get your attention!

     Luke flicks a LIGHTER out of his pocket.

                               MARROW
                   Luke!

     Before anyone can stop him, he LIGHTS a towering TAPESTRY on fire.

     He races from one to the next, lighting them.  Theo and Nell help
     Marrow up, back away as Luke shoots by.

     All the tapestries are ON FIRE, blazing up like torches.

     At last, his rage spent, heaving, he moves to join the others at the
     center of the room.  They stare at him, appalled, afraid.  Knowing 
     he has done something wrong.

     Luke stops.  Maybe fifteen feet away.  He sees their expressions.

                               LUKE
                   What?

     Nell looks over at the burning tapestries.  Heat sears the stone,
     blackens the carved figures in the woodwork.

     The ruddy light casts deep shadows throughout the room.

                               LUKE (cont'd)
                   We'll get out after this wing 
                   burns down.  Let's go.

     But there's no need.  The tapestries are consuming themselves too 
     fast to ignite the walls or ceiling.  They all realize it.  As the 
     last flaming scraps of cloth fall to the floor and go out, there is 
     utter silence.

     INT. GREAT HALL - NIGHT

     Luke looks at them helplessly.  An awful, impending beat.  Without
     warning, the huge PERSIAN CARPET he's standing on JERKS out from 
     under him.  Luke falls on his stomach.

     Stunned, Luke looks straight into Nell's eyes.  Then the carpet 
     slides fast for the FIREPLACE.  It whips up to the hearth and sends 
     Luke flying through the chain curtains.

     The others are speechless.  They can do nothing but watch as Luke 
     lays there on the ashdrop.  A long moment.

                               NELL
                          (to the house, to
                           Crain)
                   No!  No!  Let them go!

     She knows what is going to happen, is powerless to prevent it.  Luke
     stands up, has time to give her a look.

     And then the LION'S HEAD FLUE drops open behind him.  Luke looks 
     back into its iron eyes --

     -- and with SHOCKING SPEED the FLUE snaps shut again, taking Luke's
     head off his body.

     The decapitated corpse falls back in the fireplace like a puppet 
     with its strings cut.

     Nell, Marrow and Theo stand there.  Not sure of what just happened,
     their minds unable to accept it.

     A sound comes up in Theo's throat.  A sob.  A horrified whimper.  
     Marrow and Nell stand there speechless.  It's as if saying the 
     obvious will make it real:

                               MARROW
                   Luke.

     BANG.  The blood-splattered LION'S HEAD drops open.  Luke's head 
     falls out.

     Theo SCREAMS and SCREAMS again.  Nell backs away with Marrow, almost
     has the presence of mind to drag them away, but --

     -- CLANG!  The ASH DROP OPENS.  The sudden sound stops them in their
     tracks.

     As they watch, it's as if the House INHALES.  And BOOM!

     Out of the ash drop EXPLODES a hail of BONES, SKULLS, FLYING ASH.

     Nell, Theo and Marrow back up toward the Grand Staircase as TONS OF
     INCINERATED HUMAN REMAINS vomit from the fireplace, blasting across
     the floor, knocking over furniture with shocking violence.  Skulls
     bounce over wood.  Hundreds of them.

     Theo and Marrow cover their faces as shattered bits of bone, loose
     teeth pelt them.  Nell is immune.

     They run up the Grand Staircase toward the top and finally it can't
     reach them anymore.

     INT. MEZZANINE - NIGHT

     They look out at the full scope of Crain's horror.

                               THEO
                   Oh God, we can't get out!

                               MARROW
                   Nell, what do we do?

                               NELL
                   He played hide and seek with the 
                   children.  That's how he built the 
                   house.

     Marrow stares at her, trembling.  He glances around at the winding
     labyrinth of house.  Impossible.

                               MARROW
                   We can't hide in here!  We won't 
                   make it til morning.

     Nell looks at him, pitying.  Infinitely sad, but guarding them.

                               NELL
                   I know.

     Behind them the huge painting of Hugh Crain in a golden frame with
     sharp metal spikes, looks down at them.  The room inhales and 
     exhales, the bumping sound resumes.  A rumble runs through the house 
     and they all look down in fear toward the great hall where a cloud 
     of ashes still hangs in the air.

     Unseen by them, this rumble start to shake the painting behind them.
     The sound from the great hall makes Marrow and Theo back up more, 
     but Nell doesn't move... she senses something is about to happen and 
     she will fight it...

     She suddenly turns and sees the painting... in a flash she reaches 
     out for Marrow and Theo, pull them out of the way as the giant 
     painting with the huge skull, falls face down toward them.  It 
     misses them by a hair, but their clothes are shredded by the spikes.

     Marrow and Theo are-shocked as they back up right toward the GRIFFIN
     on top of the staircase.

     For a split second the BRASS Griffin right behind them, comes alive,
     opens it's fangs and claws and is ready to attack... but Nell sees 
     the danger, grabs a human bone and batters the griffin.

                               NELL (cont'd)
                   No, no, you leave them alone!

     And the griffin turns back into brass.  Marrow and Theo unaware of 
     what happened behind them.  They have to get out of there.

     INT. SECOND FLOOR HALLWAY - NIGHT

     Nell leads Marrow and Theo down the dark hallway, the twisted 
     woodwork along the walls frozen, but seeming poised to reach out, 
     trip someone, grab a sleeve.

     It is a nightmare House.  Doing what it was made for.

     The BUMPING they've left behind seems to vanish up and into the
     ceiling.  It gives chase, on the floor above.  Nell keeps looking 
     back, and every time she does the BUMPING seems to get more firm, 
     MORE LIKE A FOOTSTEP.  Calm, Nell urges them on.

                               NELL
                   Hurry.

     The FOOTSTEPS upstairs come faster; whatever's up there moving 
     better, more naturally.

     Theo and Marrow turn LEFT through an archway.  Nell looks back at 
     the ceiling.  The thing's moving fast.

     She dodges toward the archway where Theo and Marrow went, and STOPS.
     It's a wall.  Solid wall.  There's no archway here!  Nell backs 
     away.  Alone.

     The House has separated them.

     Nell tries to open any of the hall doors, but they are all locked.
     There's no other way then going back.

     INT. MEZZANINE - DAY

     Nell is back in the mezzanine, steps carefully over Crain's 
     painting.  The long white lace curtains in front of a side window 
     start to flutter in the wind... but the window is closed!

     Nell walks up to the top of the stairs, her back to the window, 
     calls out:

                               NELL
                   Jim!  Theo!

     No answer, and as she steps forward, listening for a reply, the
     CURTAIN BILLOWS OUT behind her, and in its movement, becomes for a
     split second, the image of CRAIN, GRABBING for her.

     Nell, oblivious, steps just OUT OF REACH, and as the breeze fails, 
     the contours and patterns of the billowing curtain dissolve into 
     chaos.  Nell glances back at it, just sees curtain, and looks up at 
     the open window.

     She turns from it, determined, and starts out to find her friends 
     and walks down the steps.

     INT. GRAND STAIRCASE/GREAT HALL - NIGHT

     CLOSE ON THE BRASS GRIFFINS that guard the staircase.

     Behind Nell's back they all turn toward her, follow her with their
     eyes as Nell enters the great hall.  And they cower in fear for what 
     is about to happen.  Again Nell call's out for Theo and Marrow.

     And Nell doesn't see the scores of TINY ARMS OF CHILDREN that fold 
     out from the carvings in the high backed chairs in the hall as Nell
     carefully avoids stepping on the skulls and bones of the children 
     that cover the floor.

     Horrifyingly alive are these TINY HANDS as reach out for her hair
     after she passes.  We're screaming as they almost have her... and 
     Nell steps away.

     And then... CREAK... CREAK... CREAK...

     The terrified animal heads on the balustrade, their eyes flash in
     fear.  The lions above the big fireplace snarl restlessly.

     Cherubim, afraid, clasp hands.  Gods and men pay unwilling witness 
     to what is now coming down the stairs.

     The upper flight of stairs strains under the weight of the thing
     coming down, over our heads, coming down, down... and now at the
     landing.  The sound stops.

     Nell's BREATH escapes, visible in the cold as she watches, rooted to
     the floor in the Grand Entry.

     Darkness against darkness.  Something BLOCKS the glint of the gilded
     frame up on the landing.  Something huge.  A beat.

     And then a SHADOW sweeps across the scene, impenetrable, darkening 
     the stairs, wiping them from sight, like something gliding down 
     them.

     Before our eyes, out of the most subtle variation of shadow, 
     flickers into existence:

     THE SHAPE, tall, eight or nine feet, featureless, black, but in the
     proportions of an enormous man with his head bowed, shoulders 
     stooped.  And just like that, all it is...

     ...is a well of darkness and night once again.  We don't even know 
     for sure what we just saw.  But it is still there in that bar of 
     shadow.

     Nell goes rigid, not breathing, not seeing anything but the awful
     presence.  She is spellbound.

     BANG.  A door in the connecting passage opens, and Theo and Marrow 
     come out, between Nell in the entry and the thing in the Great Hall 
     beyond.

     In a flash the SHAPE is moving at Theo and Marrow.  They don't see 
     it, have their backs turned.

                               THEO
                   Nell!  There you --

     But Nell is looking past them.  They see her face and turn around.

                               NELL
                   Nooo, not them!

     What is coming at them makes the blood stop.

     The Shape rushes from the Great Hall, vanishing as it crosses the
     pools of moonlight, reforming darker as it hits shadow again, its 
     wake like a shockwave, invisible itself, but VISIBLE IN ITS EFFECTS:

     Theo SCREAMS.  Marrow stumbles back.  And then Nell's voice rings 
     out:

                               NELL (cont'd)
                   Is this where she bashed your 
                   brains in?

     The onrushing presence STOPS.  Seems to turn its attention to Nell,
     standing there before the towering front doors.

                               NELL (cont'd)
                   When you came in the door?  I bet 
                   that was the last thing you 
                   expected.  Right?  From Carolyn?
                          (beat)
                   You thought, oh, Carolyn, I've 
                   taken it all out of her, you 
                   thought, Oh, Carolyn, she's no 
                   threat.  Carolyn.  Great Grandma 
                   Carolyn.  Did you know that?

     Nell shows no fear.  There's a ferocious edge to her voice.

                               NELL (cont'd)
                   She found out what you did, and 
                   she knew there was only one way to 
                   stop you.  And she stopped you, so 
                   you couldn't torture anymore of 
                   the living.
                          (beat)
                   But you wouldn't even let go of 
                   the dead, would you?  Well, now 
                   I'm here.  They called me.  Did 
                   you know that?  They've been 
                   crying out for help for a long 
                   time.  And I heard them.

     She points out at the human remains strewn all over the Great Hall.

                               NELL (cont'd)
                   And I won't let you hurt them 
                   anymore.

     The SHAPE hovers there, silent.  Air and shadow distort around it.  
     The carved animal heads on the Newell posts and walls loll back and 
     forth, alive then not-alive.  Pieces of furniture stamp in fury, try 
     to animate themselves, but can't find limbs that work.

                               NELL (cont'd)
                   Come on, Hugh Crain, you know what 
                   to do.  We've both been here 
                   before.

     The SHAPE HOWLS FORWARD, knocking everyone out of their seats.  It
     flies across the floor at Nell.

     Marrow and Theo are slammed against the walls out of its way.

     Nell OPENS WIDE HER ARMS in an EMBRACE.

     It's ON HER, but just as it seems to hit, it SPLITS like she went
     right through it.  The SHAPE and all the debris in its wake IMPACTS
     deep in the enormous doors.

     The carved WOODWORK seems to suck it all in, cracking, groaning.  
     And then all the SCREAMS are cut off.

     Nell stands there with her arms spread.  A long moment.

     She opens her eyes.

     And then the woodwork LASHES OUT, grabs her from behind, slams her
     back against the doors.  THE BLOW HAS KILLED HER.

     We feel her bones break as she crumples, is drawn into the woodwork.

     And for a few seconds Nell's body just hangs there... and then it
     gently falls down.

     Theo lets out a horrified cry as she runs toward Nell.

                               THEO
                   NELL!

     Marrow gets up off the floor in terror and awe, his life his 
     beliefs changed forever.  He walks over to Nell and feels her pulse, 
     knowing it is a useless gesture as Theo softly moans over Nell.

     And as the camera pans up across the entry door, we see a new 
     carving in the sculpted doors.  It is a woman and as we move in we 
     can see that she wears the same necklace as Nell...

     INT. HILL HOUSE FRONT DOORS, ENTRY - EARLY MORNING

     The HOUSE INHALES.  And BOOM!

     The front doors blast wide.  Every door in the entry slams open.

     EXT. HILL HOUSE - EARLY MORNING

     Against the early light of a rising sun, the silhouette of Hill 
     House. Every window and every door in the House is open, each and 
     every one CRYING OUT with a different, unintelligible voice, like a 
     soul, the soul of a child, escaping from each one.

     EXT. GATE - DAWN

     Theo and Marrow stand on the far side of Nell's wrecked car.  On the
     other side of the gate Mr. Dudley is undoing the chain.  Mrs. Dudley
     stares at the ragged duo.

                               MRS. DUDLEY
                          (her final verdict)
                   City people.

     Mr. Dudley can barely get one side of the gate open with the car
     crushed in it.  Theo and Marrow emerge, dazed, into the real world
     again.

                               MR. DUDLEY
                   You find out what you wanted to 
                   know, mister?

     Marrow stares at him, he's an exhausted man.  He walks away, Theo
     beside him.

                               THEO
                   I'm not going back to New York 
                   City.  I'm going to find an 
                   apartment with a little flower 
                   garden, where you can just see the 
                   ocean and at night, when the wind 
                   comes in just right, you can hear 
                   the sound of the harbor.  What 
                   about you?

                               MARROW
                   I'm a scientist.  I just conducted 
                   an experiment.  Now I have to 
                   write it up.

                               THEO
                   But the experiment was a failure.

     Now, we could have him say this line...

                               MARROW
                   Was it?

     But he should just look at her, and say the same thing with his 
     eyes.

     We pull back.

     EXT. BERKSHIRE HILLS - DAY (AERIAL)

     The summer hills lie green, passing fast underneath.  Clearings loom
     out of the forest ahead.  And there, its sprawling stone in the
     sunshine, rises Hill House.

                                                       FADE OUT.



     ALTERNATE ENDING

     EXT. GATE - DAWN

     Theo and Marrow stand on the far side of Nell's wrecked car.  On the
     other side of the gate Mr. Dudley is undoing the chain.  Mrs. Dudley
     stares at the ragged duo.

                               MRS. DUDLEY
                          (her final verdict)
                   City people.

     Mr. Dudley can barely get one side of the gate open with the car
     crushed in it.  Theo and Marrow emerge, dazed, into the real world
     again.

                               MR. DUDLEY
                   You find out what you wanted to 
                   know, mister?

     Marrow stares at him, he's an exhausted man.  He walks away, Theo
     beside him.

     As they walk away, the SOUND OF APPLAUSE comes up.

                                                       WE DISSOLVE TO:

     INT. PRINTING PLANT - DAY

     Where the applause turns out to be the sound of a press finishing a
     run of a book.  This could be shot in an old press in England, or a
     foundry, with a few pieces of equipment to suggest a press.  There 
     are stacks of books.  This is the printing press in Hell.  The NOISE 
     is deafening.

     The title of the book: FEAR AND PERFORMANCE.

     Marrow stands before a mountain of copies of the book.  A PRINTER 
     very proudly hands him a copy.

                               PRINTER
                          (has to shout)
                   First copy!

     Marrow opens the book.  The Printer looks at the page over his
     shoulder.

                               PRINTER (cont'd)
                          (reads)
                   This book is dedicated to Eleanor 
                   Vance, Luke Sanderson, Rene Crain 
                   and Carolyn Crain.
                          (to Marrow)
                   They'll be happy to see this.  
                   Their names in a book, it kind of 
                   makes them immortal, doesn't it?

     Marrow looks at him.

                               MARROW
                   In a way.

     Marrow studies the page.  We go into the whiteness of the page to:

     EXT. HILL HOUSE - DAY

     Where we find Theo.  The House is beautiful today, it's sunny, there
     are flowers outside, the mood has changed.  Theo is now softened, 
     she's found something better than what she had.  She goes into the 
     house.

     INT. HILL HOUSE - DAY

     Theo is in the House.  She looks around, walks up the stairs.

                               THEO
                   Nell?... Nell?

     EXT. BERKSHIRE HILLS - DAY (AERIAL)

     The summer hills lie green, passing fast underneath.  Clearings loom
     out of the forest ahead.  And there, its sprawling stone in the
     sunshine, rises Hill House.

                                                       FADE OUT.