"HELLBOY" (2004)

based on the HELLBOY graphic novels by

Mike Mignola and John Byrne

Larry Gordon Productions Universal Studios

Universal City, California

Internal First Draft, REVISED EYES ONLY

Their place of rest, and providence eheir guide:

They hand in hand wich wand'ring steps and slo.

Through Eden cook their solicary way... "

John Milton, Paradise Lost

As he stares off screen, his face is illuminated by a fierce, roaring FIRE.

But he is smiling. A bittersweet smile.

GEORGE MATLIN, an obese, nearsighted man in his seventies is being touched-up by a MAKE UP GIRL. He's smoking a cigarette.

Matlin paws through a small box full of old b&w negatives. Looks directly at camera.

Matlin licks his fingers and pinches out the cigarette. Saves the butt in his shirt pocket.

Matlin nods. Someone turns on the darkroom's red safety light to make things look dramatic.

After a beat or two, MATLIN talks.

Super: CPL. GEORGE MATLIN, war photographer.

MATLIN"s hands again paw through a bunch of negatives, again under a red light, but now in a submarine corridor, a maze of pipes and gauges.

MATLIN 21, already chubby and in eyeglasses, holds up his still camera and shrinks back as. . .

SGT. WHITMAN, 44, pushes past. His uniform is soaked in sweat.

^m*. Matlin, go get your gear.

He reaches a small berth, where a gramophone is playing. Within, an incongruously proper Englishman is taking his tea and digestive biscuits.

This is TREVOR BRUTTENHOLM, a gaunt, olive-skinned man in his late twenties. In his hands, a tarot deck.

Bruttenholm nods, spreads more cards. THE HIEROPHANT (upside down)... THE MOON...

His proper King's English is tinged with another, untraceable accent.

Broaa nods, and turns over the last tarot card: THE DEVIL.

From a shelf, he grabs a small box. It's full of rosaries.

Super: MULL ISLAND, SCOTLAND, OCTOBER 9TH, 1944.

In onaeof the boats, Whitman, Broom and a queasy-looking Matlin, who's got his tripod, cameras, and cases.

HELLBOY 4,

Whitman shoots him a dirty look. Oblivious, Broom wraps a rosary around his wrist and passes one to Matlin. Matlin passes the box to the next man, who does the same, etc.

They're now in shallow water.

BROOM

BN Oh, amongst other things, yes. What I am

would take a —

He jumps waist-deep into the ice-cold water and starts pulling the boat ashore.

MULL ISLAND, ROCKY MOUNTAIN.

MATLIN hauls his tripod and heavy equipment uphill. Whitman silently signals his men to spread out. Broom catches up with him.

WHITMAN

^N

(•interrupts* Three days too late for that one. (MORE)

Ahead, Matlin has reached the peak. He sets down his camera, points it at Whitman and Broom. Turning to get a piece of equipment, he sees a light from below.

Broom and Whitman reach the top and look down at...

...an impressive Romanesque ruin. Tall, crumbling archways and portals stand atop, a barren hill. A hive of activity: worklights are being turned on and dozens of Nazi soldiers are swarming over the rocks.

Broom points something out to astonished Whitman, who snatches Matlin's camera. He focuses the telephoto lens.

HELLBOY

\

He points up at the full moon, rapidly being eclipsed by heavy clouds.

ABBEY RUINS - ALTAR AREA

Under the worklights, a dozen soldiers assemble a polished, engraved steel frame, covered with gears and moving parts, like a giant clockworks.

The operation is closely supervised by a spindly Nazi in leather, •;!?"> his face covered by an odd gas mask: KROENEN.

Von Krupt, a desiccated German General, stands next to him and looks at the moon and his pocket watch.

GRIGOHE, a tall, gaunt man, stands naked in the moonlight. Headless white doves lie at his feet. He dips his fingers in a wooden bowl full of blood, then traces lines and symbols across his chest.

ILSA, an Aryan beauty, reverentially drapes a richly embroidered ceremonial garment over his broad shoulders. When he speaks, his voice fe smooth and cold as ice.

Grigori hands her a slim, LEATHER-BOUND BOOKLET. THUNDER is heard. He pulls her close. Tears are spilling from her eyes.

He wipes her tears away with a bloody thumb, then daubs a red streak on her cheek, both a consolation and a ritual.

Ilsa's voice trembles oh, so gently, shaken by ecstasy and grief.

He pulls her close, the clouds of their breath mingling.

Von Krupt suddenly appears.

Grigori, under an umbrella, watches as KROENEN clamps gold and copper gloves to both his hands and then fits them inside a larger, heavily wired armature.

~^ time. May I remind both of you that the

Reich doesn't look kindly on failure...

They head towards the machine, now fully assembled. A colossal steel and copper device gleaming in the downpour.

KROENEN connects wires, cables and steam hoses to his exoskeletal mecha-gloves.

Grigori flexes his fingers and — on the gigantic structure - dozens of levers and gears respond! Steam pistons thrust copper rails into weird, magical configurations. As this happens, two large metal rings swing around a central axis, creating gyroscopic momentum.

TCHINK!!! WHIRRR!!! a triangle, now a gyration TCHKK!! CLACKK!! a cross...

*"* GRIGORI (cont'd)

(chants, from a whisper to a scream) Ivlak.. . Krei, Ivlak... Avunda, nei... Ivlak... Anung, ung, Rama...!

Ilsa gestures to a soldier. The work lamps dim until the only visible light is a slight phosphorescence emanating from the machine.

TCHAAAACK!!! a photograph is taken

A few men ready their weapons.

They are outnumbered. But moving swiftly, silently, they keep out of sight of the German stormtroopers.

One of them dives into a ditch just in time to avoid a patrolling guard.

Two more assume positions a few feet away from a machine gun nest.

The earth vibrates at his feet, loose pebbles rolling.

TCHAKKK!!! KLANGG!!! The copper railings crisscross forming an upside down pentagram.

The machine now glows with "negative" energy — inky darkness surrounded in a halo of light.

The earth suddenly SPLITS and bright beams of negative energy shoot upwards. A howling vacuum forms around Grigori.

Raindrops now miraculously sweep toward him and the machine.

The answer shines as a weird reflection in Broom's eyes.

y ^ s ^

A blade of darkness opens a slit in the air, amidst the swirling rings.

All the loose pebbles strewn on the ground rise up like stone mosquitoes. The beams from the worklights seem to bend toward the void.

Grigori screams as his body rises. Veins swell in his neck, his face distorted by ecstasy and pain.

Stained glass showers the group as all windows explode in unison.

The rim of the cosmic slit sizzles with color; an alien galaxy sparkles on the other side. Suddenly, a worklight is uprooted and flies into the gap.

VIEW FROM THE "OTHER SIDE"

Drifting in space, a glimpse of the OGDRU JAHAD: six ovoid monoliths, joined together.

~ Inside their translucent walls, horrible vast creatures lie in deep slumber.

The six-foot work light tumbles by, insignificant against the massive cocoons.

As the light sweeps over it, one of the sleeping giants opens a filmy eye, and then another, and another, and another, and another...

OGDRU JAHAD nears the open portal.

Von Krupt is in thrall...

...until bullets start ripping things apart.

The squad of Allies storms the area.

Ilsa screams for Grigori; he shudders like a marionette in a new surge of energy.

VON KRUPT shoots wildly, hitting Broom in the leg and hip. Bullets thud into his shoulder and neck. He hides behind a pillar, gibbering in pain.

Leaving a trail of blood, Broom crawls to a dead soldier and takes a grenade from his belt.

TCHKKK!!! Only yards away, KROENEN pops a long, shiny blade from his wrist, and stabs an American soldier, then looks at the fallen Broom: he's next!

Broom throws the grenade at... the generator.

CLICK-CLACK!! it lodges between two moving piston rods.

Kroenen lunges after it. The machine slices his flesh; blood lubricates the moving parts. Oblivious to pain, KROENEN struggles on.

His fingers reach the grenade when it EXPLODES! ! !

He flies through the air, hitting a stone wall where two pieces of flying steel pierce his LEFT ARM and RIGHT SIDE.

Another rail plunges - FFFFTM, like a javelin — into the earth right next to MATLIN.

The cosmic portal flashes and contracts, imploding the atmosphere around it. Screaming, Grigori is yanked through the slit.

Nothing is left of him, but a pair of smoking mecha-gloves.

As the Allies approach, the rain stops. Through the parting clouds, allied planes fly by. Moonlight pours down.

Ilsa is gone.

And so is Kroenen. Embedded in the wall where he was pinned, the two bloody rails.

In the harbor, two or three submarines slowly surround the Nazi*"^ craft.

Broom examines the remains of the generator. His wounds have been bandaged; he shivers under a thin woolen blanket.

Broom fiddles with the remains of two golden rails. They slide against each other with precision, bringing engraved hieroglyphics together.

They start walking away from the darkened ground and the shadows of the church.

Broom signals for silence. Listens... Faint at first, but growing louder: a CREAKING sound. They turn.

In a Celtic doorway, a boxy dark shape, ten feet high, rocks gently back and forth.

They approach it carefully.

At the corners, inhuman craftsmanship has carved the pitch-black ironwood into tortured, baroque spires, like a scaled-down cathedral. A shuffling noise is heard from within, then an eerie moan.

Broom and Whitman exchange a look. A frightened soldier brings a small stepladder.

Climbing the ladder, Whitman readies his gun, and peeks inside. He hears the labored breath of a living creature.

Suddenly, with a loud screech, a RED THING jumps in the air!!

Whitman falls off the ladder.

The red THING lands on top of an altar piece, jumps to another one. It tries to hide, cowering between a gargoyle and a stone saint.

Some soldiers ready their guns, as others help Whitman to his feet.

Broom shakes his head: The black wooden construct is still rocking. Broom signals the soldiers to lower their weapons.

BROOM ^ (awe) No!... This... is a cradle.

He approaches the red THING. Climbing on a crate, he slowly fishes a BABY RUTH candy bar out of his pocket.

In deep shadow, the THING observes with bright, golden eyes, veined with streaks of burnt sienna.

Broom slowly peels back the wrapper and waves the candy. With a rustling sound, the THING cowers.

Broom bites into the candy and chews, noisily smacking his lips. Offers the candy again. This time, out of the dark comes a small hand, PERFECTLY RED.

Broom withdraws the candy, coaxing it out. It partially shows its FACE.

Not very different from the stone demons around it.

Whitman moves closer for a better look. On the wall behind him is the shadow of the THING climbing into Broom's arms.

Broom covers the thing with his blanket, like a mother would a baby. The THING extends its left arm now, which is heavy stone with tiny runic characters engraved around the fat, cylindrical wrist. It squishes the candy to a pulp.

Seen from behind, the THING peeks over the edge of the blanket at the group below, its pointed red tail twitching happily.

Murmuring, the soldiers cluster around, curious to see it.

Matlin prepares his camera and directs them into a group shot.

Seen from behind, the group poses for camera. Broom turns the THING around.

Reflected UPSIDE DOWN in the lens — the picture. As CAMERA rotates...

Matlin smiles, full of memories.

MATLIN"S VOICE Broom called him...

Broom smiles like a proud father; the other soldiers wait for the click of the camera.

MATLIN*S VOICE

The Hellboy.

And inside the blanket, the HELLBOY blinks its bright golden eyes and chews candy.

H E L L B O Y - CREDIT SEQUENCE.

A vast slab of ice and rock. A cold, bleak limbo.

Super: GAMGADHI ICE PLATFORM, NEPAL

In the thick of a snowstorm, a group of ghostly shapes moves around a staked camp. Two Sherpa guides try to outshout the shrieking wind.

Guide 2 points to three dwindling figures, almost completely obliterated by the whirlwind of snow.

Guide 2 shows him a handful of wafer-thin gold ingots. On them a worn-down swastika. «*•%.

The three figures adjust their oxygen masks as they climb the icy sides of a steep rock face.

Frozen fingers struggle to find a hold or a crevice. A rope ties the group together.

They finally reach a jutting granite ledge, leading to a jagged cave entrance. With their steel hammers, they smash a thin curtain of ice and enter the cavern.

( They switch on powerful flashlights and walk tentatively. The beams of light bounce off the glazed walls.

One of the figures stops at a complex MURAL carved in the stone.

A slim LEATHER-BOUND BOOKLET is quickly consulted. The same book seen in the prologue.

The symbols on the wall match those in the book.

Dug into the floor are three large enclosures, covered by massive, ornate lids.

The first cage is in ruins, broken by a collapsed stalactite. The second container is also cracked. Inside it, just a few bones.

But when the third one is uncovered, it contains a startling mummified creature. Contorted in a fetal position, two gnawed wings covering most of its body.

Fascinated, Figure 1 sets a portable SCANNER before the monstrous corpse. Mechanical legs sink into the ground; a multitude of metal probes appear.

Figure 1 patiently wires the carcass' skin and turns on a display panel.

Meanwhile, the others venture a few steps further into a dark passage, where a moaning gust of wind sends snowflakes spiralling upwards.

Figure 1 plays a light over the grotesque features of the Beast Sammael. Standing at six feet plus, the mummified remains exhibit powerful jaws and razor-sharp teeth.

Then, from within the passage, a scream! !!

One of the party has slipped, and shoots down a steep tunnel, his flashlight beam bouncing madly off the ice mirrors.

When the connecting rope jerks taut, Figure 2 is yanked into the chute. At the top, Figure 1, is their anchor, clinging to a larg"^ rock, literally holding on for dear life.

For tbe others, climbing back is impossible.

Figure 1 produces a blade and with a single swift move, cuts them loose!

This iaB the main NAVE: a cathedral-like vault that could easily hold a stadium. From a large opening above, eerie blue light streams down with the snowf lakes.

The figures gape at a huge ALTAR before them.

It's acyclopean wall of impossible stone angles and monstrou?^ shapes. In the center, a stone IDOL dwarfs the ant-like humans at its feext.

One of the figures rips off its goggles and oxygen mask, revealing a strong-jawed SHERPA in his fifties.

Using a rope to rappel down from the opening, FIGURE 1 joins them.

The sherpa approaches the altar. Seated there, another carving...

...a naked human form. Seated in a calm, majestic lotus position. Cold, frozen, with exquisite detail. The body is torn and scarred. Some fingers are missing on both hands.

TCHKK!!! A long, shiny blade pierces the Sherpa's chest from behind. A torrent of steaming blood pours from his chest. He blinks twice, astonished, and then falls forward. His blood runs in a rivulet towards the base of the human statue.

The other figures remove their masks, revealing ILSA, unaged, unchanged.

And KROENEN, his tight leather mask under a mask.

Moved, full of hope, Ilsa kneels in front of the frozen figure and touches its hand. Just as the blood makes contact...

The hand moves, cracking the ice film covering it.

Ilsa smiles as the figure rises...

~*>\

A subway train rumbles around a curve, all blinding lights and squealing wheels. A SUBWAY WORKER crosses a tiled platform.

He indicates a section of the tracks, where something has shattered the pavement.

He shows a crude plaster cast of the print.

A mechanized roller transports several X-Ray plates over a backlit screen. A group of DOCTORS studies the pictures and exchanges sombre looks.

Broom listens calmly, shuffles his tarot cards.

First card off the deck: Death.

Laconically, he gets up and takes his hat and cane.

Broom nods.

After a small, thoughtful pause, Broom nods again.

HELLBOY 21

An electronics store. A t.v. wall.

Fuzzy frames of VIDEO of a red, man-shaped streak sweep over screens.

A FORMAL-LOOKING MAN in his forties is being interviewed.

Super on t.v. screen:

TOM MANNING, F.B.I. HEAD OF SPECIAL OPERATIONS.

Broom buys some BABY RUTH candy bars from a street vendor and walks toward a waiting black Mercedes.

A CHAUFFEUR opens the car door. Broom looks up at the sky, as snowflakes drift down.

CHAUFFEUR •**) 'Fraid so, Professor.

The glass partition between Broom and the chauffeur goes down.

HELLBOY 22

In dense woods, a low-slung Frank Lloyd Wright-style complex, made of concrete and wood. A spiked steel fence guards the perimeter.

Super: BUREAU OF PARANORMAL RESEARCH AND DEFENSE

TRENTON, N.J.

On a narrow road, the old Mercedes snakes its way towards it.

KITCHEN

Young FBI AGENT MYERS adjusts his ID badge for 100th time. Checks the shine on his shoes, the spotless, crisp collar of his white shirt. Picks up some dishes and starts nervously across an industrial-sized kitchen.

Everyone there is working at full capacity. A COOK loads a tray cart with a foot-high PILE OF PRIME RIB and a mound of mashed potatoes.

Off to the side, half a dozen Federal agents play dominoes.

Myers shuffles by uncomfortably. He can feel all eyes on him as he accidentally drops some dirty plates. Picks them up.

AGENT CLAY is a tight-ass with a shoulder holster. His nose is bandaged, his neck in a brace.

Myers finishes picking up the cookware. He discovers a big ketchup stain on his shirt.

M y e r s p i c k s up a s m a l l , b a t t e r e d s u i t c a s e a n d a c h e a p g a r m e n t b a g .

He p o i n t s a t a c a r t w h e r e f i v e e g g s a r e a r t f u l l y a r r a n g e d a r o u n d s t r i p s of t o f u .

One wall is a thick, pane of glass looking into a massive tank of water. Two LED strips display water temperature, oxygenation, etc.

On five book stands facing the glass are open copies of the same book.

An electronic security lock clicks. Myers and Clay enter.

HELLBOY 24

*•**• Myers moves tentatively toward the tank.

Faint music is audible through the glass. Frowning, Myers listens closely. It's Night and Day.

Myers nervously places the tray in a feeding compartment. A large figure glides by inside the tank. Myers jumps.

A BUZZ! On the twin LED strips, a message appears: "Please turn the pages."

Broom is sitting at a table, under a small work lamp, restoring a 16th centnrry wooden archangel.

Broom geas up from the table.

f^ on the table.

Clay takes the BABY RUTH bars from a small table.

Myers quickly heads out.

MYERS smiles; he likes the old man.

They leave. Behind Broom: a rapping on the glass. In response, Broom turns the page.

"Thank you. Dr. Broom." is the typed reply.

Broom smiles. Something on the other side of the glass smiles back.

It is SBE SAPIENS. A fish-man. Slender, dolphin-gray, but with a dark pattern streaking his soft skin. Bright blue eyes shining with siarp intelligence above a thin wound-like mouth. Gills bubblii^.

Broom spaces his hand on the glass. On the other side, a webbed hand returns the gesture.

FREAK CORRIDOR "A"

Using iidgital identicards, Clay and Myers go through a series of^->. pneumatic, polished titanium doors that iris open.

Myers awkwardly tries to slide his ID through the slot, but it's attached to his shirt. Clay unclips it for him, slides it through and then clips it back onto his belt.

One of the doors is being repaired by a small crew, big fist dents visible in the 2-inch metal plates.

They chuckle.

Silently, Clay arrives to the final door, checks his gun's safety and enters.

The place is concrete, windowless. 16mm movies, books, Baby Ruth wrappers, pizza boxes, magazines and clothes are strewn on the floor and a sofa-bed (made from of the trunk of a pickup truck) lies nearby. All in all, a MEGA BACHELOR BUNKER.

Myers examines a wall covered with hundreds of Polaroids depicting scenes of every day life. Couples strolling, park benches, fire hydrants, and lots of hot-dog vendors.

Barely visible, a massive figure puffing a large cigar while exercising his biceps with a stainless steel, 200-pound dumbell.

Its arm is the size of your waist, in burn-your-eyeball red. It's full of dents and scars.

A gravelly, booming voice answers.

A bright red tail waves in and out of the light. Clay jumps slightly: he's nervous.

By way of an answer, Clay shows him the BABY RUTH bars in his pocket.

He elbows Myers - speak up, kid.

BANG!!! Hellboy lets the dumbbell drop. Myers jumps.

HELLBOY ^ • S N I need... to...

Hellboy enters the light...

He's awe-inspiring. There's the chiselled bone structure, the bright red, patterned skin and deep-set golden eyes. And, finally, there is the LEFT HAND: stone, cracked, aged, but powerful as THOR's hammer.

Involuntarily, he recoils. This doesn't go unnoticed by HELLBOY.

When Hellboy surges forward, Clay can feel the air displacement, feel the thunder of the heavy footsteps. The man covers his injured nose and cowers.

** before daylight.

Hellboy picks up a giant utility belt with a gun holstered alongside a multitude of leather pouches, amulets and an iron horseshoe.

A Polaroid camera flashes!! Myers blinks. Hellboy looks at the developing photo.

The agents back out. Hellboy opens a small fridge and takes out a six-pack of beer. Turns to look directly at Myers.

Pins the Polaroid to the board. Myers swallows hard.

The door hisses to a close. As the locks slide into place, Hellboy takes a beer can and gently taps the wall. Then opens the tab and drinks.

FREAK CORRIDOR "A"

BAMMMMM!!!!!! The walls shudder. BAMMMMM!!!!!!

Clay hurries back to Hellboy's quarters. The noise grows louder and louder.

A few crew members gather behind him as the door opens. Myers hyperventilates; Clay readies his gun and enters.

Across the room, one of the walls has been demolished. A chunk of concrete swings loose and falls to the ground.

Clay looks outside.

The steel gate has been ripped off of its hinges,

^

HELLBOY 30

\ Snow falls. The night is young.

A sign in both Russian and English lights up: RETURN TO SEAT.

An elderly man splashes water on his face and wraps a thick money belt around his torso. It's VON KRUPT, aged and haggard.

A knock on the door. Von Krupt nervously responds.

An arrival from Buenos Aires is announced in Russian through the terminal.

Super: MOSCOW, SHEREMETYEVO AIRPORT. **\

A handful of passengers disembarks, Von Krupt among them.

Remains calm under scrutiny of his passport and the 500 dollar bill folded within it.

Across from Red Square, a monument to better times.

m*^\

HELLBOY 3 1 .

VON KRUPT crosses the vaulted lobby, once grand, now tarnished and smelly.

It is midnight. Most of the lightbulbs are burned out. Stray cats have taken over, hunting for fresh, plump mice.

Von Krupt stands there, looking around, seemingly lost. He checks his pocket watch.

Leaning on a grimy marbleized plaster column is ILSA. Von Krupt is shocked at her flawless appearance.

T£*\ because I ignore it.

She smoothly slides her arm under his. Reflexively, he tenses.

HALLWAY

Von Krupt and Ilsa move through the endless sepia corridors.

A Turkish pop ballad echoes as lonely janitor vacuums the rotten carpet.

They arrive to a room and enter.

c

He opens his shirt and removes the money belt. It drops heavily on the table.

Von Krupt sits down, trembling. For a moment he turns into a fragile, elderly man.

Ilsa opens the belt.

On a small table, Von Krupt notices TWO GLASS EYES staring from a velvet jewel box.

He picks up a pile of B&W 8x10 photos: The B.P.R.D. building, its fenced perimeter, Broom entering the limo, etc.

Grigori is silhouette becomes visible behind him. The voice is raw and full of warning.

Von Krupx! turns, gasping.

Grigori's right hand moves towards the table: several fingers are missing.

Part of his face emerges. There's a deep scar on his neck and a vulpine smile on his lips.

r^N,

Von Krupt stares as Grigori's face fully enters the light.

He tries to scream, but Grigori' s left hand uncoils, fast as a snake. Covers Von Krupt's mouth. More fingers are missing and the skin is scarred, burnt.

But his eyes are open. Behind the eyelids: a horrible void where shiny, wet tissue shifts and rearranges itself...

He gra&s a small silver spoon from a room service tray.

Ilsa doses the curtains. The Turkish pop song filters through.

Grigori places the flat silver spoon over one of Von Krupt eyes and presses. . .

A spasm of pain upsets the table next to them. The two glass eyes roll dtwn on the rug, like alien dice.

ILSA sidles sweetly, like a mother watching her cat play with a ®*^ mouse. She turns her attention to the...

Snow falls on PROTESTORS rallying in Red Square.

On the soundtrack: "Jingle Bell Rock"

A few Christmas lights burn; down here, it's a season to be sort of jolly. People are shopping in the murky streets, some for gifts, others for a fix.

Standing on a garbage-strewn corner is a raggedy TOY VENDOR. He's peddling wind-up frogs. An oil-stained sign announces: LET 'EM PUT A HOP IN YOUR STEP.

The TOY VENDOR is watching something above. There's something uncanny about his upturned face: gaunt and rigid, like a doll's.

CAMERA PANS along with his turning head and discovers a red streak jumping from building to building. ^

ROOFTOP

Hellboy lands on the rooftop and peeks down on a squat 1950's building across the street.

DOCTOR MARSH, a female psychiatrist, distributes pills to the patients. A lithe, athletic woman in a patient's gown helps with the medicine tray.

This is LIZ SHERMAN, age 23, pale skin in sharp contrast with her raven-black hair and deep, dark eyes. A small, deep scar mars her forehead.

Circling her wrist: three thick rubber bands.

HELLBOY 3 5.

\ Near a window, a Down's Syndrome GIRL draws with crayons on a piece of butcher paper. She senses something.

He follows her every move, tracking her from one window to the next...

The Down's Syndrome Girl is staring right at him.

Caught, he smiles.

The ORDERLIES look at the girl. DOCTOR MARSH smiles warmly and heads towards her.

The girl pick up a crayon and starts drawing something big and red.

But Liz seems worried. Pulls on one of the rubber bands on her wrist. Lets it snap on her skin.

Wrapped in a thick down coat, Liz comes out the hospital back door. Follows deep hoof prints in the snow, all the way to a dark garden area.

Again, she snaps one of the rubber bands around her wrist as she circles a large, thorny bush. Visible in the branches, a leg and part of Hellboy's overcoat. His arm shows her the six-pack.

Very slowly, almost shyly, he steps out.

Around her left hand a faint blue aura flutters in the air. She uses it to light her cigarette, taking a hit of nicotine.

And with that, she walks away.

Hellboy watches her go. It starts to snow again.

She doesn't look back.

LIZ'S ROOM, MINIMUM SECURITY WARD

Liz enters her room. Someone locks the door behind her. She moves close to the window, her breath fogging the cold glass. """*>

Liz pulls the three rubber bands from her wrist.

She turns away, and by the time the fog of her breath fades off the window, Hellboy is gone.

On a street corner, A BLACK WOMAN shows her BOYS some of the wind- up frogs from the TOY VENDOR.

The Toy Vendor just grunts at her. He's watching HELLBOY, who drops down into an alley.

The TOY VENDOR hurriedly grabs his suitcase and strides past the toys on the sidewalk, crushing a few and almost stepping on the woman's hand.

The Toy Vendor crosses the street like an automaton. Cars swerve to avoid him, honking furiously. He doesn't even react. Implacably, he moves into a dark alley.

BLACK WOMAN (cont'd) Weirdo.

The woman grabs a couple of the forgotten toys and stuffs them in her shopping bag.

A teleconference screen blinks at the end of the room. On the screen: Tom Manning.

Broom s i g h s h e a v i l y , t h i s i s e v i d e n t l y n o t a f r e s h t o p i c

He s i g n s o f f .

Hellboy stops to drink some beer by the ORANGUTAN cage.

The ape looks at him. Inquisitively probes the empty plastic rings on the six-pack.

Using his stone thumb and forefinger, Hellboy crushes the can into an aluminum coaster. Automatically, his tail "hands" him a fresh can.

The ape pulls the six-pack towards the cage. Hellboy snatches it back.

The ape grunts. Hellboy opens two cans. Hands one to the ape.

The ape examines the beer can. Tastes the beer foam at the top.

* Then, a noise: a woman, crying. Hellboy stands and looks around.

The sound is coming from beneath an underpass.

Her scalp bleeding, dragging a baby carriage... A YOUNG WOMAN.

Seeing Hellboy, she freaks out, screaming and hitting at him until she slips on the snow.

She stares at him in shock. Hyperventilating, she swallows hard and tries to get out a few words.

Hellboy cakes out his gun and helps her to a bench. Checks her head injury.

He moves away. The WOMAN quiets down and moves under a lamp post, watching him go. She smiles strangely.

Her shadow on the wall is that of a MAN, an unmistakable profile: GRIGORI.

As the shadow fades away, the woman's face shrivels and cracks. Soon a ghastly mummified face is all that remains. It withers.

The wind carries away the ashes.

PARK

Tree branches eclipse the moon almost completely. Hellboy follows a trail of blood and baby toys.

At the underpass, he catches up with a dark, hunched figure carrying a small baby. It's the Toy Vendor.

The Toy ^Vendor lifts a manhole cover, ready to plunge down. Hellboy moves closer. Points his gun.

Toy man never turns. His voice is raw, full of warning.

In the shadows, the ominous shape shakes gently with asthmatic^ laughter. Part of the neck is exposed: bone shines through rippea skin.

He tosses something to the ground: a mask. His face.

The Toy Vendor's real countenance enters the light. Hideous: a flat boney protusion with an hourglass-shape pushes the tiny eyes far apart. Against the matted, parched skin, the pupils shine with madness.

An elongated, equine snout culminates in a mass of long, crooked teeth.

And without further ado, the thing flings the heavy manhole cover as if it were a Frisbee!!

FFFFTT!!! It slices the air and KLANGG!!! embeds itself in the bridge, inches from Hellboy's face.

Hellboy shoots three times. The Toy Vendor falls forward, wind-up frogs scattering on the ground.

As he approaches the corpse, Hellboy fishes out a handful of amulets from his utility belt.

He kneels and scoops up the baby when the corpse TURNS! ! BAMMM!!

It backhands him. Hellboy lands in a snowbank, safely holding the baby. His gun slides a few feet away.

The THING rises to its feet and removes the coat, revealing SAMMAEL, the beast from the ice cave. Loose flaps of dried skin hang from yellowing bones.

A ropey neck of rotten sinews connects to a body out of Dali. Two mouldering wings extend from its back.

A rotting Hell warrior...

/•*^%fc

BAM!!! Sammael's 7-foot tongue lashes out, with yellow sacs of flesh billowing on its sides.

The tongue wraps around Hellboy*s right arm, burning and squeezing. Hellboy screams, sinks his stone hand deep into the soft, stringy flesh.

The tongue retracts with an infernal SQUEAL!!

Hellboy leaps to protect the baby.

The tongue shoots out again, this time missing him and wrapping around a heavy wooden telephone pole. Smoke erupts as it burns. The creature yanks at it, tearing it down.

Hellboy takes cover behind an industrial trash bin. A moment of silence.

He examines his arm. It smokes lightly where a patch of raw flesh is exposed. The baby cries. Then,

BAM! The tongue punches through the steel like a ramrod! One, two, three times! A blur of red, Hellboy ducks repeatedly to avoid it.

The tongue goes for the baby. Hellboy throws it up in the air!! Hellboy goes for the gun.

He takes it, turns, ready to fire!!

TCHLLPT!!! The tongue wraps around the gun's long muzzle. Hellboy shoots repeatedly. Yellow blood sprays into the air.

The baby finishes its upward arc and starts falling.

The tongue loosens as the wounded Beast falls shrieking into the open manhole. Hellboy keeps firing until the gun hammer clicks against an empty chamber.

The gun's muzzle is red hot and smoking.

Hellboy gently catches the baby on the way down. The kid's all right, but crying loudly. Distant police sirens are heard.

Hellboy approaches the manhole and peers in.

The sound of wet footsteps and a ghastly moan recede into tht. tunnels.

A figure approaches calmly: KROENEN.

Sammael clings to a wall, then licks the blood oozing from its neck.

KROENEN moves past and activates a portable console. A small LCD screen shows Hellboy as he soothes the baby. Red and blue police lights illuminate the nearby trees.

He moves away. As the cop cars approach, the baby stops crying. Small eyes go vacant and skin dissolves into dust.

CAMERA closes on the mouth one of the wind-up frogs...

...there, a hidden video camera ZOOMS IN on HELLBOY as he disappears behind a row of trees.

ROOM 1944, MOSCOW

The video image of Hellboy flickers on one of several monitors.

ILSA lovingly rubs suds over Grigori's domed head. A straight razor glints as she shaves her master's scalp.

His back turned, Grigori takes the glass eyes and pushes one of them into his empty socket. He stares sightlessly at Ilsa.

He smiles wolfishly as the eye shifts into place. The other socket remains empty.

INTERVIEW 3 " ^

The crammed office of a CONSPIRACY NUT. All frizzy hair and a mind tuned permanently into the Twilight Zone.

He shows a piece of dry flesh in a shadow-box display.

CUT TO

HELLBOY 45.

\

BUREAU OF PARANORMAL RESEARCH AND DEFENSE. EMERGENCY ROOM

Hellboy's lying flat on a stainless steel table as Abe tends to his wounds. Broom paces around nervously. Myers takes notes.

Abe wears a "respirator" around his neck. It looks like a mechanized Elizabethan collar. Valves bubble and hiss as he breathes liquid through his gills.

^ did she get? Of you, I mean.

There's a reproachful silence.

Hellboy grimaces in pain, then nods. Myers jots a note: "LIZ?? WHO??"

Broom shakes his head, like a defeated father who has tried everything with a spoiled child. Hellboy extends his stone hand, ^ sheepishly.

Broom pulls up a chair and sits by Hellboy's side. Myers observes them from afar. They whisper back and forth - father and son.

A jolt of pain. Hellboy closes his eyes, makes a stone fist.

Broom moves gingerly to Abe's side of the table. Abe is probing the depths of the wound.

Abe extracts something from the wound.

And he sees it: inside a gashes in his forearm, nestled like a tick, is a translucent egg.

Abe plucks it out. Hellboy jumps. Abe puts it alongside another one in a glass container.

^a\ Myers observes, repulsed, as inside the egg a small foetal worm squirms.

A welding crew is re-installing the broken gate. Their torches sparkle in the night.

Abe stands there, ready to enter the tank through a PNEUMATIC CHAMBER.

4B$\ (gestures toward the books)

I can't find the fifth copy.

Abe approaches the bookshelf, takes a volume out.

He hands the book to Broom. Broom smiles, arranges the book for reading.

Abe extends his open palm and "feels" the air near the old man's back.

Broom turns around, gently pushes Abe's hand away.

He sits down on a leather sofa. Abe sits on the Ottoman.

ABE n I'm sorry. Does he know?

Broom shakes his head.

Abe nods, listening closely.

BROOM (cont'd)

and harder to control. I am afraid of what will become of him, when I'm gone...

The big hole on the wall has been patched with translucent plastic. Outside, the welding torches sparkle.

And for a moment, glimpsed in the strobing, burning light, Hellboy's face seems distant, foreign. A sphinx.

Myers unpacks his suitcase. From a box he pulls out a few, mylar- bagged copies of a 1950's comic book called "TALES FROM THE HELLBOY" with lurid covers showing a Jack-Kirbyesque Hellboy - in U.S. uniform, fighting a monster or two.

He opeis a photo album. Alongside family photos, he has carefully arranged HELLBOY clippings from the tabloid press. Sample headlines: LONDON HAUNTING, MOTH MAN SIGHTINGS, IS HELLBOY A MILITARY WEAPON?.

In a siapshot, Myers, age 7, is dressed in red Halloween attire. A plastic bucket and a glove form a kid's version of the "stone hand."

He f inftt a small photograph in an old issue of The Enquirer . The headUm* "Arson suspect working for government agency." There's a photo of a woman, taken with a telephoto lens. The caption reads: UIZ SHERMAN.

Myers circles the name on his notepad.

HELLBOY 50.

Snow falls quietly over the building. Inside, a beam of light passes over several windows.

LIZ'S ROOM, MINIMUM SECURITY WARD

The flashlight beam sweeps Liz's room. When it crosses her face, she turns slowly, still asleep.

As the light fades away, the shadows in the room seem to deepen. Grigori's shape emerges from a pitch-black corner. He approaches the bed, extending his right hand.

GRIGORI -v I need you. . . to get him back. . . So, Dream. . . Once again. . . '"""^

Under his skin, flesh moves in inhuman fashion. The missing fingers in his right hand momentarily re-grow, sprouting and tangling muscle and bone.

He gently caresses the scar on her forehead. Her skin and his fingers glow from within.

Liz convulses. A small ripple of heat rises from her forehead.

Somewhere in the dust bowl, a ragged picnic table is being readied. Grown-ups and kids hang banners and prepare for a celebration.

Watching from a window, LIZ, age 11. Sullen, completely alone. A gold crucifix hanging on her chest. Two BLONDE KIDS giggle and point at her scornfully. """"N

MOTHER sighs and carries a basket of apples into the kitchen.

Liz turns to see them.

Liz shies away from the window.

Both kids pick up stones from the floor, throw one. It hits the window frame. Another one flies by, missing the girl by a few inches.

Scared, Liz hurries to close the window. A rock hits her full on f|1|J*A^ the face. She falls down. Blood trickles from her forehead. Stains the floor. She panics, starts sobbing.

Another rock sails into the room, but this time, in mid-air, it catches fire and turns to ash.

Firelight glints off the golden crucifix.

Mother runs down the corridor and into...

T h e g i r l i s on t h e f l o o r , c r y i n g , h e r b o d y o u t l i n e d by d a n c i n g f l a m e s .

Mother s c r e a m s , h o r r i f i e d .

She then explodes. A white-hot supernova of fire ignites from inside her and engulfs the room. Her mother's body burns like flash paper.

r

block. •~\

And in its center: a lonely girl.

Screaming.

LIZ ROOM, MINIMUM SECURITY WARD

Liz screams, her back arching, her body now in flames. Clothing ignites- Then the walls. The rubber bands on her wrist vaporize.

They silence the radio, grab their batons and get up.

Through tlhe double glass window they see. . .

HELLBOY 53.

inside of the glass booth is absolutely silent, making the vision both terrifying and strangely serene.

As the glass explodes, the fire ROARS, drowning everything. The orderlies hit the floor, taking cover under a shelf.

The top floor blows up. Flame pours out of every window, showering glass into the calm, snowy streets below.

FREAK CORRIDOR "A"

Myers pushes the breakfast cart. On it, three dozen fried eggs and a mound of bacon and toast.

The door to Hellboy's den opens. Broom comes out, furious

He walks away. Hellboy hurries after him, stopping at the threshold. With his fist he prevents the door from closing.

AHPK HISSS! One of the pneumatic doors closes behind Broom. The \ conversation is over.

Hellboy grunts and turns around.

A stereo plays Tom Waits' Burma Shave.

Myers lays out the breakfast. Looks at the hole in the wall. Outside, a hint of the coming dawn.

A grunt. Myers sits tentatively, then gets back up.

Myers waits. This is going to be hard. Something catches his attentim: A complex wood carving, about 4 feet tall.

HELLBOY • Don't touch.

HELLBOY 55.

my MYERS

Oh - And that -

A framed tabloid. A Hellboy cover photo, eight columns wide.

Myers pauses for a moment, blushing.

It takes a moment for Myers to understand the insult. Crushed and angry, he spins on his heel and marches out. Hellboy smiles, silhouetted against the golden rays of sunrise.

Snow ploughs push their way over the bridge. Traffic crawls along behind them; a GLAZIER'S TRUCK inches along, carrying large mirrors labelled FRAGILE.

Agent Clay drives while agent Moss sips from a steaming cup of coffee. Myers holds a coffee, too, while leafing through the printed files.

Clay discreetly gestures for Moss to hold onto his cup. Then he hits the brakes. Someone tumbles in the back of the truck. Myers' coffee sloshes over his files.

HELLBOY'S VOICE

-^ Hey, Clay!*!

Clay smirks, Moss giggles. Myers angrily eyes them.

Myers looks out the window. Directly alongside, A GIRL IN A CAMARO applies make up by looking in one of their big mirrors.

The back of the truck is fully equipped lab, crammed with hi-tech gear and low-tech talismans.

Abe is dhere, extracting a tincture from the Sammael eggs. He uses thsr liquid to trace a line on a PH-sensitive paper sheet.

Hellboy readies some books and amulets while conferring on a /f** phone hedset.

The Camaro girl is now retouching her hairdo. Abe observes her with scientific curiosity. He hands Hellboy a small cylinder carved in green stone.

Hellboy screws hollow glass heads onto SPECIAL BULLETS. They a r e ^ full of a turbid solution.

He is (nonsuiting a stack of ancient volumes on one of his library table.A page shows two large illuminations of SAMMAEL.

listens attentively, nods, then places his hand over the mouthpiece and addresses Abe.

Hellboy grabs his iron horseshoe, "crosses" himself with it and clips it on the belt.

A CAR full of kids passes them. They gesticulate and make faces at the mirror.

The truck enters a tunnel. Everything goes dark.

Abe switches on a UV lamp and uses it to higlight the color spectrum of the tincture on the paper. The invisible line glows red under the black light.

He hangs up and unrolls the parchment even further: there are two more images: HELLBOY, perfectly rendered, centuries before his time...

...and again, THE FALL OF HEAVEN: the image of the Earth on fire and angels falling...

A crimson dawn. A heavy security barrier surrounds the underpass. Part of it is covered by a large canvas tent. FEDERAL AGENTS line

The glazier's truck drives through and enters the tent. AGENTS MOORE AND EISNER close the canvas from the inside.

Agent Clay releases a lever and one of the mirrors drops down like a drawbridge, revealing Abe and Hellboy in full regalia.

Myers removes the manhole cover. Abe and Hellboy look down.

Abe holds one of the amulets near the water's surface, like a treasure hunter using a metal detector. He hums a Duke Ellington tune.

Moss, looking a bit lost, consults a map.

Abe pauses under a shaft of light that enters from a grate above. He dips his index finger in the water. He closes all three eyelids and concentrates. The water ripples gently. He submerges his hand and the amulet.

ABE

There's a pulse. But I'm getting a lot of noise. How large did you say this thing was?

HELLBOY 60,

Behind them, Moss, Moore and NUCCI turn on the UV lights: nothing.

Moore is nervous. Shadows move in the distance, amidst tendrils of vapor. A noise: he turns. Nothing.

Z\,

They nove off, chatting. Moss checks a map, fires up the radio. Static.

Static again. He moves under a different grate. Tries again.

Clay's ad; the truck radio, smoking a cigarette. Myers sits on a crate aarby, clipping an article from the paper.

CLAY

^ 10-4.

He signs off and moves towards Myers. Looks at the clipping MYSTERY FOOTSTEPS APPEAR IN PARK.

Myers cell phone goes off. He answers it.

His jaw drops.

A g r o u p of p r o t e s t o r s m a r c h e s and w a v e s s i g n s a t p a s s i n g c a r s . A l i m o u s i n e s p e e d s b y , s u r r o u n d e d by a m o t o r c y c l e e s c o r t .

G r i g o r i b r o o d s , l o o k i n g o u t t h e window.

I believe this to be a transitional period. A prologue before a great, historic rebirth.

The limo and caravan stop in front of a large...

The warehouse contains a world of bric-a-brac: rows of gigantic marble statues, Old Master paintings, icons, tanks, warheads, missiles, jewels, antique furniture, etc.

They stop before a shrouded object, 12 feet tall and 5 feet wide. The General pauses dramatically,

He uncovers his prize possession: a circular, womb-like container in glass and copper. Its ornate style suggests turn-of-the- century craftsmanship, with a frontispiece held by long, ornate silver bolts. Inside floats a massive, charred stone sculpture.

But Grigori is in a trance, caressing the glass, fingers tracing circles on the container.

Ilsa brings out a chrome box, full of gold.

Grigori finally speaks. With calculated and serene brutality.

Moore and NUCCI slowly navigate through a maze of heavy wooden beams supporting the aged structure of the tunnel.

The rest of the group has reached a VAULTED AREA. Part of the vault has collapsed; spikes of rebar point upwards, like spears.

Abe's hand reaches forward, sensing something. ^

HELLBOY 64.

~ ABE

Here.

Abe points at a large metallic door with a security handle, padlock and chain.

Moss checks one of the blueprints.

Hellboy examines the borders of the steel door.

/as*. KLANNNNG! ! ! Hellboy's stone hand is already in. Bending the metal door back.

Veins pop on Hellboy's neck and biceps. He slowly and painfully rips the door off its hinges, bringing down chunks of concrete. He throws the door to the side.

Hellboy checks his gun.

He moves in, they follow.

j*J" MjiTjfftX

The pounding metallic ruckus reaches the ears of Kroenen, who, using a mirror, is calmly tending to his LEFT ARM with a sharp scalpel and a chrome stapler. He zips up his leather sleeve and rises, like a spider, to full alertness.

The web is shaking.

He opens a drawer and, from an envelope, extracts two torn pieces of paper.

He strategically places them on the floor.

A large oval room of rusty metal, with three pipes spilling water into an enormous grate on the floor. Grey light filters down, revealing a vapor column rising from below.

The metal floor has been ripped open. Moss uses black light to illuminate an area with deep, parallel gashes - traces of a furious attack. The floor is crisscrossed with bright red markings. ""^

The light above flickers as a colossal RUMBLE shakes the area. Dust and debris rain down.

Abe stadies the circular grate, senses something, and nods. With superhuman effort, Hellboy raises the heavy lid. Below, there is a vast,, sunken chamber. The flashlight cannot fully illuminate what is below.

UNDERGRffiJND RESERVOIR

Hellboy traces a cabalistic circle on the floor around the flooded opening. He puts the finishing touches to a few chosen magic glyphs.

He removes his breathing apparatus. Activates the locator on his utility belt. Hellboy does likewise. BEEEP! They synchronize.

Abe slips into the water, ready to submerge.

His transparent nictomembrane lids cover his eyes. He dives.

Above, a tiny camera zooms in. P*

ROOM 1944, MOSCOW

Grigori smiles.

Below, he finds an entire control room. 1940"s magazines float by, like paper jellyfish amidst rusty coral reefs of pipes and ducts.

A ripped mattress and a chair are tangled in rotted cord; an old calendar waves at him, still attached to the. wall by a nail.

Patiently looks around, chewing on a chocolate bar. Finds a pile of discarded shoes and a dirty set of acrylic dentures.

Moss covers his nose. Finds a rotting carcass. Again, the light above flickers. Suddenly, something moves. Hellboy shines his light into an adjoining, tiled tunnel. Kroenen is standing there, like a deer caught in headlights.

Moss turns in time to see the figure move away. Hellboy tears after it, gun in hand. Moss tries his radio. Static.

He pulls out his gun and runs after Hellboy.

SUNKEff CONTROL ROOM

Abe reaches the bottom. As his feet touch the ages-old sediment, a haze of silt fogs the water. From the floor he picks up a transMcent egg. BINGO!

He places it in a glass canister. A short distance away, another one floats by, and another... He moves towards them, collects them.

Suddenly, something big glides by. Abe turns, swims into an intricase labyrinth of pipes.

A rottixrg arm brushes his face! He moves away, snags on a decomposed corpse. Trying to avoid it, he hits another one. He "*> shines xiis light —

Abe turns to find himself FACE TO FACE with Sammael!!

The creature is in much better shape than last time. Its amphibian body is covered in fresh new skin. No exposed bone. The folded wings seem full, vigorous. Claws shine like blue steel.

The tongue shoots out. Abe heads for the lower depths. Sammael follows.

Abe shoves himself into a long, narrow opening.

Sammael can't fit through, but the tongue darts out again and again, trying to get at Abe. Missing him by inches.

Sammael claws at the concrete, trying to reach deeper. Screaming in rage.

Part of the building is demolished. Rescue crews are hard at work.

Myers looks at LIZ through a two-way mirror. She sits inside a padded' cell, with an unlit cigarette dangling from her lips.

Myers loosens his tie and enters.

She doeEn' t answer.

HELLBOY 69.

Silence.

Liz turns to him. Exhausted and drained. Vanquished. She turns to the mirror. Both their reflections are there.

He suddenly sees Sammael, slumped in a corner. Gasping, he points his gun. Fires twice. The bullets go through the corpse effortlessly. Hellboy approaches... shines his flashlight on it. ..

Its a chitinous shell, like that of a cicada that has shed its skin.

He places his gun on the desk and kneels down to examine the husk. """s

In a broken mirror, Hellboy sees the reflection of Sammael, right behind him.

Sammael, dripping water, shakes it off. Extends and closes its wings, flexes its claws and shakes its head. Like a boxer readying for a fight.

Sammael paws at the gun, knocking it away.

The two of them circle each other, like bull and toreador. Eyes locked, ready to strike. Hellboy displays a couple of amulets. No visible effect.

The Malachite cylinder, however, gets the desired result. Sammael growls and backs up.

He hold it in one hand, and, before Sammael can open its mouth, Hellboy clamps it shut with his stone mitt.

Thrusts his fingers into the loose skin of its chest and catapults himself and the creature against the far wall, knocking out the toilet. Water sprays everywhere.

Under their weight, the wall crumbles.

They stumble into the shower stall and then, through the mosaic wall and into...

BASEMENT

The creature hits Hellboy again. They tumble. Now Hellboy strikes a damp wall. Brick shatters but don't give.

Hellboy renews the attack. Smashes Sammael, face first against the wall. The tongue snakes savagely against the brick, trying to find Hellboy, who avoids it.

The wall gives. They tumble into a.

MODERN BASEMENT - BOILER ROOM

They smash against a flaming iron boiler, crushing massive steel ducts. When Sammael's back hits the hot metal, a few areas on his wing catch fire!!

Hellboy's hand stays in the fire without sustaining any damage. Sammael shrieks.

Sammael rakes its claws across Hellboy's chest!! Fire and smoke spread through the room.

Somewhere nearby, distant CLASSICAL MUSIC is heard: Don Giovanni.

Hellboy raises his gun, ready to fire again. CLACK!! It JAMS!!

Sammael jumps on him. Hellboy grabs a rusty steel pipe.

Catches Sammael right in the head: CRACK!!! The fiend lands heavily on the floor. Hellboy tosses the gun away.

He charges again.

They crash through a maze of pipes, a thin plaster wall and into...

LOWER STAGE - STORAGE BASEMENT - THEATER

The music comes from directly above. Loud, dramatic.

Hellboy lifts his head up and sees a crude papier-mache DEMON inches away from his face.

He has landed under a theater stage. Scenery lifts, ropes and pulleys are all visible. Colored lights filter through the planks above.

— A

An a l l A f r i c a n - A m e r i c a n d r e s s r e h e a r s a l of Don G i o v a n n i i s i n p r o g r e s s . A f u l l o r c h e s t r a p l a y s .

A FAT PRODUCER o b s e r v e s i n d i f f e r e n t l y n e x t t o t h e OPERA DIRECTOR.

LOWER STAGE - STORAGE BASEMENT - THEATER

Sammael throws its tongue out. Hellboy intercepts it with his stone glove.

He yanis at it, brutally wrapping it around the massive stone wrist.

Sammael flaps its wings, raising a whirlwind of dust and debris.

Hellboyuses the tongue like a rope, swinging the weight of his opponent. It sinks its claws into Hellboy's arm.

SAMMAEL screams, but Hellboy pulls it closer and closer, hitting it squaae in the face. Breaks one of its wings. They fall on the stage etes/ator, crushing the papier mache demon.

Sammael sinks its claws into Hellboy's leg, and blood flows. Hellboy HLfts himself up by grabbing the sharp, yellow teeth with his normal* hand, pulling hard, drawing more blood.

Suddenly, the stage elevator rises and they find themselves on...

THEATER SffAGE

The singe reaches the climax of the aria. Suddenly, Hellboy and the creaure take center stage, wrapped in heavy clouds of smoke. Panic enaes.

Hellboy falls to his knees. Throws the tongue away, it writhes and squirms, like an eyeless, fleshy snake.

Hellboy disappears through the opening that Sammael left. Some extras and a soprano start screaming. A YOUNG MAN snaps some photographs.

The OPERA DIRECTOR turns to see the PRODUCER, mouth agape, rapidly writing a check. Extending it to him.

Dusty, unused subway tracks branch out into the distance. Sammael's shadow turns the corner.

Standing on a ladder, next to a broken light fixture is THE SUBWAY WORKER from Interview 2. His face is white and his jaw hangs qgen.

Lands on the concrete. Dents it, then takes off.

He hurries, almost catching up until the subway is just a few yards away, HORN BLARING!! LIGHTS BLAZING!!

Then Sammael jumps.

He lands on top of the train, and holds on.

The train whizzes over him.

By the time Hellboy comes out, Sammael is gone.

Moore and NUCCI hear the subway above.

A noise! They turn!

Their flashlights sweep the shadows... Nothing there.

Something moves at their feet: they jump! Shine their flashlights down!

Rats, dozens and dozens of them.

A silhouette occludes the light at the end of the tunnel, moving rapidly towards them. Powerful footfalls roar like an approaching locomotive.

They raise their guns and fire. Useless: the thing plows on. The;^ empty their clips; then, trembling, they pause: silence!

Nucci chuckles nervously hand, trembling.

BAM!!! The massive beast Sammael uncoils from the shadows and lands on Moore's chest. In less than a second it bites furiously.

Moore's screams are muffled by the creature's moist, fleshy lips wrapping around his face and head.

NUCCI runs as fast as he can, jumping and tumbling through what an obstacle course of beams and uprights.

Sammael drops Moore's quivering body and jumps after NUCCI. His wings flap, raising a mist of murky water.

The thing maneuvers swiftly and lands on NUCCI's back, breaking his neck.

Then, in the darkness, the cracking of bones is heard.

On the floor, he notices the torn pieces of paper, written in Cyrillic characters. His radio crackles to life.

Nothing. Behind him, Kroenen descends like a spider. As he drops through shafts of gray light, he brings forth his customary long blade.

Moss turns in time to see Kroenen coming at him. He fires. Kroenen stabs. In an almost synchronous ballet, blade and bullets are exchanged.

Twin rivulets of blood run from Moss* nostrils.

Emerges, panting, scared but safe. He puts down a cluster of eggs and jumps out of the water.

Kroenen stands there, unfazed by the multiple bullet holes in his throat. He hears Hellboy's steps approaching.

He strategically places the knife on the floor, then lies down. Arranges himself into an appropriate position and plays dead.

Hellboy appears at the end of the tunnel. He quickly checks for a pulse on Moss. No use.

Abe comes running.

HELLBOY ' (demolished) Agent Moss is down. Use my locator, we need an ambulance.

A nondescript ethnic pop song blasts out of the taxi radio. Liz, now dressed in street clothes, pins her hair back.

Myers looks at her. She pulls one, two, three rubber bands onto her wrist. Snaps them. Myers smiles,

The cab t a k e s a wild t u r n . Myers knocks on the b u l l e t p r o o f a c r y l i c d i v i d e r in the cab. The DRIVER opens i t . The music's even~*> louder.

He closes the window again and merely changes the radio station,- the music remains at the same volume. Myers gives up.

She pulls a rubber band, then lets it snap.

She rolls down the window.

She pokes her head out. With the cold morning wind blowing her hair and the sun on her face, she looks beautiful.

Myers turns away and taps his fingers to the beat of the music. And smiles.

Behind him, a sepia silent film flickers. In it, Abe swims in a freak show tank, while a group of turn-of-the-century spectators chews popcorn and cotton candy.

CRYPTO-ZOOLOGIST

fo}\ They took his name from this little

inscription. See?

Under a sheet, a cold, naked body lies on a slab. Broom, and Hellboy, all bandaged up, listen attentively.

The gruesome areas of the body that show make them grateful for the sheet covering the rest.

HELLBOY 80,

BAM!! The door opens. Clay is there. He looks like he's been drinking. Looks at Hellboy dead in the eye, marches up to him.

Clay throws down his ID BADGE and signed papers.

He spits in Hellboy's face. Hellboy wipes it off.

HELLBOY

^' I wish I was more gracious, but...

He grabs Clay by the collar. Shakes him like a rag doll.

CRASH!!! Clay lands in the middle of the lobby amidst a shower of glass and aluminum studs. Myers and the SECURITY guard both ready their weapons.

Hellboy steps out behind him. Clay cowers.

^ Nothing has changed.

She hurries down a side corridor. Hellboy looks at Myers, smiling.

Myers holsters his gun and remains stone-faced. Hellboy turns to Broom.

Broom is furious. He helps Clay up. Several facial cuts are bleeding.

Hellboy turns back to Myers, who shakes his head and goes after Liz.

He turns away. Hellboy stands alone in the corridor.

LIZ' ROOM, B.P.R.D.

Liz throws her bags on the bed, goes to a night table, opens a drawer. Taped to the underside: a pack of cigarettes. Puts one, unlit, in her mouth. She looks around. A familiar place. She looks desolate.

For the first time, she smiles.

V LIZ

Jeez, Myers, think of a better line. 60% of the women in this world must be called "Liz".

They laugh. Unseen by them, a massive figure watches from outside the room. A large red gentleman, getting redder by the minute. Golden eyes sparking with jealousy. On the soundtrack Tom Waits' A Sight for Sore Eyes begins.

/W&\.

Abe slices into the largest specimen of the weird eggs. The operation is magnified on large video screens behind him.

Everybody is there, except Hellboy.

Myers gets up and leaves. On the screen, the leg starts to grow back.

HELLBOY'S DEN <***Srv

On the screen: Jean Marais and Belle fly into the clouds above, embracing forever.

Myers appears in the doorframe.

The door closes, the film ends. Hellboy throws his beer at the screen, tearing a hole in it.

CONFEREttE ROOM

The imagpe of the blades Kroenen used appears on screen. Broom points oatt the Ragna-rok symbol.

Hellboy sighs, buries his head in his hands. Liz looks at him, not without some sympathy.

Myers gets up and points at a SCREEN. There, the pieces of paper that Hellboy found. &\ Computer enhancement joins them and fills out a couple of missing areas. The Cyrillic letters are now legible.

Agent Lame's wristwatch ALARM goes off. He takes his pills.

Exchanges*; a brief look with Abe.

~\

Astonished, Agent Lime shifts uncomfortably on his chair, murmurs something to the Agents sitting nearby.

Now, Hellboy starts paying attention.

•^ in control of my... condition. I can't be

of any use like this.

She gets up, ready to leave.

She leaves.

Myers follows her.

Hellboy watches them both go and crushes the beer can.

Cold, deformed hands take the plastic bag containing his clothes and rip it open.

' Kroenen's hideous cranium is visible for an instant before he zips his mask up.

Broom examines the Ragna-rok file, then the photographs of the Kroenen knife, the sewer lair and an 8x10 of the invoice. He pulls out a few old, card-size photos. Finds one of Grigori in German uniform, and one as Rasputin, in an Orthodox priest's black cassock.

He writes "Lot 173" on the book containing the FALL OF HEAVEN illustration.

A silhouette is at the door. Kroenen, Blade in hand. He moves-?*, inside, silently. The door clicks shut behind him. '

Broom's pulse races. Struggling to remain composed, he uses GRIGORI's photograph to bookmark the scrawled page.

He calmly returns the volume to one of the shelves. He deliberately places it upside down. A voice hisses-

Broom turns. Out of a the puddle of shadows, Grigori now emerges.

Broom picks up the remaining cards. The old rosary still on his wrist.

He skillfully takes the TAROT cards. Kroenen settles in behind him.

Broom takes the final card and looks at it. His face reflects no emotion whatsoever. Then, without showing it, he shuffles the deck again.

He closes his eyes.

The knife goes in.

HELLBOY 88.

Hellboy, on the move, face contorted by pain, pushes through. Agents and Bureau employees are crammed into Broom's office doorway. As he approaches, they let him in.

The office is full with forensics people, taking pictures, picking up evidence, etc.

Broom's fragile body lies slumped in a chair. At his feet, a pool of blood.

Hellboy is devastated.

Hellboy clears everything and anyone in his path. Hurls the heavy oak desk aside as if it were styrofoam.

He slams his fist on the floor, repeatedly, cracking the marble.

His fary forces everyone from the room. For the laggards, he throws a heavy stone column.

Once alone, he kneels by the body. Holding the cold hand. Like a dog with a lost master. Like a child without a home.

Tears burn his scarlet cheeks.

Liz, Mjers and Abe respectfully withdraw.

The fiast rays of sunlight pour through the window. A pattern of light travels along the carpet.

Hellboy remains in the shadows. A vigil.

About ahundred mourners gather to see Broom's coffin carried up' the sfceis of a Gothic church. One of the pallbearers; TOM MANNING.

Snow falls gently on the polished coffin lid.

CAMERA glides over dozens of black limos and cars and it comes to rest on the now-familiar GLAZIER'S TRUCK, parked discreetly in an alley.

Mourners flank the coffin. The church is almost full. Tom Manning is reading the scriptures.

CAMERA searches around and above everyone's head...

TOM MANNING'S VOICE

***• ...and cried to my God: and He did hear

my voice out of His temple, and my cry did enter into His ears.

...and, sitting in the shadowed choir balcony, it finds Hellboy and Abe.

Two gargoyles against stained glass.

Hellboy. sketched by the blood-red rays of the newborn sun. His face is stubbled and on his forehead, the HORNS are beginning to show. Liz watches him from nearby.

She slovly comes towards him. rf$/fc\

Hellboy nods, then clears his throat.

He looks directly at her. Eye to eye. No room left for pretense.

...and the rosary. Wraps it around his right wrist.

Abe examines the shelves. He notices the upside-down volume.

He takes it down. Opens it. Hellboy holds Grigori's picture, then reads Broom's handwriting.

He tears out the page.

Out of the "Citizen Kane" ending, with hundreds of boxes piled up, forming surreal aisles of wood. Every crate numbered with big, bold stencilled letters.

Abe and Hellboy march along, holding the torn page. They stop in front of a large crate marked "Lot 173".

Hellboy cracks the crate open and hauls out a massive object lodged inside:

pfrs HELLBOY

So, i t ' s a l l about m e . . .

Using Kroenen's b l o o d i e d k n i f e , he p i n s up a s i n g l e image.

GRIGORI's picture.

Everybody's on board. Sleeping. Abe floats placidly in a portable tank, his webbed fingers busy with something.

Hellboy prepares amulets and texts and bullets.

Myers is carrying some water and glasses. He approaches Hellboy but, before he can talk:

Myers does

She fiddles around with one of the rubber bands.

Myers watches her go to Abe's tank, then looks at Hellboy.

Myers sits down. Sighs.

*s*\

They talk through an intercom connected to the tank.

Liz bans her head on the glass.

ABE ~°\ Don't get psychic, honey. Psychics are a pain in the ass.

HELLBOY 93.

v

She smiles.

MOSCOW, SHEREMETYEVO AIRPORT - LANDING ZONE

^ The immense airplane has stopped. Several dozen boxes of equipment are unloaded by RUSSIAN FREIGHT HANDLERS.

A pallet truck carries a very large crate that reads: LIVE CARGO.

A sleek black van and two large open trucks move through semi- deserted streets. They exit the city.

Liz, sitting in the back, looks behind them at...

THE TRUCK

^ Fastened to it, the crate labelled: LIVE CARGO.

Small breathing holes have been drilled in the sides.

Abe and Hellboy, sitting on the floor, in the dark.

They hit a series of bumps. The box rattles and shakes. Hellboy bangs his head, Abe his ass.

The vehicle lurches to a halt.

Motors are turned off. The crate is opened. Liz peeks in.

Hellboy steps out. Takes a moment to adjust his sight to the outside.

A DECREPIT 19TH CENTURY CEMETERY

Broken spiked fences succumb to rust and vines. Hundreds of crypts and tombstones rise amidst wild foliage.

The van and trucks drive off as the group ventures deep into the labyrinthine lanes of the dead. Each of them carries a backpack, a flashlight and a gun.

He moves past them.

** HELLBOY

(he kneels next to a tombstone) Father said that the dragon - the Ragna- rok symbol — predated the Nazis. We have to find a tombstone that has it.

Myers whirls, suddenly fierce.

Taken aback, Lime nods.

Hellboy looks for a small amulet in his belt.

He moves between the tombs and slides off one of the concrete lids.

In it, a mummified corpse lies in a miserable black suit.

He presses the amulet on the cadaver's chest. For a moment: nothing, and then...

...in a brutal spasm!! It fills and breathes...

With an ear-to-ear grin, he approaches the group.

The corpse fidgets on Hellboy's back. Its hand weakly points i n ^ ] one direction.

HELLBOY 97,

*\

M y e r s , u s i n g a c r o w b a r , c r a c k s o p e n t h e a n c i e n t s t e e l d o o r . H e l l b o y , s t i l l c a r r y i n g t h e d e s i c c a t e d a b o m i n a t i o n on h i s b a c k , g o e s i n .

They all get to work.

They move in front of a row of niches.

Abe closes his eyes (all three lids) and, using his palm, he "scans'" the surface.

Hellboy smiles.

& \ He's a genius.

Lime tries it. An entire row of niches slide open. Everybody turns on a flashlight, to reveal...

A door, and a musty stairway leading into the depths of the earth. A cold wind moans from below.

The CORPSE hisses eerily. Hellboy puts it down and presses the leather volume on its forehead.

The dried limbs gradually grow limp again. Life has escaped it a second time.

Lime's flashlight flickers. He shakes it back to life.

They reach the bottom of the staircase: three corridors branch off in different directions.

Myers approaches Hellboy.

Liz kisses him on the cheek.

They move away. Hellboy shines his light down the tunnel on the left.

A*^ HELLBOY (cont'd)

It's little things like this that drive me nuts.

He moves in.

TUNNEL "A"

Abe and Lime find a small stone side corridor. Nordic motifs crown the rugged stone pillars and archways. Water runs in tiny streams from above.

Lime is about to step in. Abe stops him. Motions for him to kill his light.

For a moment they wait in absolute darkness. A distant, moving glow can be seen.

They advance cautiously. A few guttural grunts echo in the dark corridor.

They reach a...

There. In flickering gaslight, Kroenen works on a mummified corpse on a plain wooden table. He wears a blood-stained leather apron and surgical gloves.

Nearby stands a half-built metal Ragna-rok-like lever system. Complex copper tubing interconnects and branches off into ceiling and ground.

Butcher hooks, rope, pulleys and heavy-duty railings... Cabalistic sketches and strange pieces of machinery make this the lab of a modern alchemist.

With a dry, leathery sound, Kroenen removes a yellowing skull from the corpse. He holds it in front of his face for a moment, Hamlet on acid. Then he measures it with a caliper and tosses it onto a small pile of rejects.

Grunting, he goes back to work.

Lime's ALARM wristwatch BEEPS once. He quickly silences it. But it's too late.

Kroenen reacts, raising his knife.

Abe gestures for Lime to be quiet. They both freeze. Lime readies his gun.

Kroenen scans the air, waiting for any movement or noise. Nothing. He takes one of his gas lamps and heads out through a small door.

Abe and Lime wait for a moment, then head into the lab.

The tread the wooden planks of the floor with extreme caution. Each step elicits a soft creak.

Lime moves ahead. Peeks through the little door.

BAMM! Under Abe's feet, an enormous trapdoor falls open. He drops through, but Lime manages to jump to safety.

Abe gx-sbs a rope as he falls. It spins through a pulley, but a large'toot jerks him to a stop. He looks down:

The entire bottom of the pit is covered by sharp wooden lancef"^ pointiig upwards, just inches from each other.

Reaching up, he loses his backpack. It falls and is impaled on two lances.

But he doesn't finish the sentence. Out of the darkness, like' a human blender, comes Kroenen, knives whirling, slicing open Lime's chest, forcing him to fall to his knees. A deep thrust finishes him off.

In the pit, Abe sees blood spilling over the edge.

He closes his complex eyes and his gills start hyperventilating.

He hangs onto the rope, carefully pulling up the loose portion hanging below. He looks up.

Kroenen cautiously edges towards the pit. Not a sound is heard.

SWISH! ! A length of rope wraps around his neck and yanks him downward.

r Abe pulls the rope again and sees him tumble past. With a horrible scream, Kroenen drops onto the wooden teeth. He wriggles, gurgling and grunting, like a fish caught on a hook.

Abe can't restrain a triumphant laugh.

He starts climbing up, but he slides back.

He tries again, and slides back...

He tries again...

TUNNEL "B"

Liz and Myers advance through a very narrow tunnel.

Just ahead, a cave-in. Pieces of ceiling, timber, coffins and corpses all form a chaotic barrier. They struggle to squeeze f"** through.

A few bones roll by. Wet earth drops onto their shoulders. They draw their arms close to their bodies, pointing their flashlight beams straight down.

Their lights and voices move off into the darkness.

TUNNEL "C"

H e l l b o y l a b o r s u p a s t e e p s l o p e , u s i n g r o c k s a n d r o o t s f o i h a n d h o l d s .

He r e a c h e s a d e a d e n d . He c o l l a p s e s , o u t of b r e a t h .

Something i n t h e mud c a t c h e s h i s a t t e n t i o n . He g e t s u p a n d p u l l s i t o u t : a f a m i l i a r , h u s k - l i k e s k i n .

Sammael h a s m o l t e d a g a i n .

H e l l b o y h e a r s VOICES a n d s e e s a l i g h t f i l t e r i n g t h r o u g h a c r a c k i n t h e g r o u n d . The v o i c e s a r e t h o s e of L i z and M y e r s .

n

TUNNEL B"

Liz and Myers reach a wider section of Tunnel "B". They find themselves knee-deep in brown water.

Myers lights Liz's path as she steps onto a large stone. ]

HELLBOY 103.

She shines her light past him.

Myers turns. Their lights converge on a complex natural cavern. It is covered with eggs.

SAMMAEL is there, gnawing on a dry arm bone, with the hand still attached. When the light hits its face, its milky pupils constrict. A snarl...

Sammael looks better than ever. But then, others wingless versions of him start coming from adjoining tunnels.

TWO MORE Sammaels emerge from the murky waters.

****• Marco, Marco, Marco... Get your Red Polo

over here. Now.

Something pounds the ceiling directly above them. Again and again.

TUNNEL "C"

Hellboy pounds the floor with his rock hand. Furiously.

The rocks below him start to yield.

TUNNEL "B"

A rock or two falls from above. Five creatures line up and move in unison towards Liz and Myers.

Myers gets his gun ready. Shoots one in the head three times. The creature shakes off the hits as if pelted with pebbles.

__ One of them springs.

The creature is crushed. As more rocks splash in the muddy water...

Sammael growls. Spreads its wings. Liz sprints to safety.

Hellboy scoops up Myers and lifts him out of harm's way.

Two of the creatures jump on him. One on his back, one on his leg.

Hellboy manages to deposit Myers near Liz. He screams as the things claw and bite mercilessly. A third one joins in. Muddy water flies everywhere.

Like lions dragging down a zebra. Only this time, the zebra^ fights back. )

Hellboy cracks open the jaws of a Sammael, like Samson and the Lion, like King Kong and the T-rex. Now he punches in the thorax of another one, then a sick, soft crack as he snaps its back!!

Liz watches and shivers. A ripple of heat shimmers over her body.

Liz is desperate, crying.

Hellboy crushes, pierces, hits... but he's outnumbered. His chest is shredded. A long wound opens. His torso covered in blood.

He falls to the ground. A fourth creature springs onto his back, biting.

The brown pool stains with streaks of scarlet. Water explodes** under the fighting bodies 1

Liz slaps him.

Myers slaps her across the face, once. Hard. The heat ripple builds. The air vibrates around her.

Myers ducks behind a rock as Liz's arms blaze with fire. Sammael turns, like a lion hearing the hunters' gunshots. The other creatures raise their heads. A bloodied Hellboy sees Liz's body shake with a surge of white-hot energy.

The water at her feet blows away in a concave bowl-like explosion, as a Shockwave of fire expands.

Myers dives for cover. The fire burns the creatures away. The screen FADES TO WHITE and then...

Silence.

A pulse.

A high ringing tone.

A heartbeat.

Myers gets to his feet. The exposed side of his face and arm now lobster red. Tan by Liz.

He stumbles forward.

No water left. Everything is half-buried in a cracked, bone-dry bed of mud.

Myers is deaf as a post, save for his own heartbeat and that Godforsaken high, ringing in his ears.

Liz lies on the ground, on her side. Naked. Hellboy shifts. Coughs. Pushes away the half-cooked remains of two Sammaels. He's alive, but too groggy to even acknowledge it.

The other creatures are little more than blackened bones embedded in the cracked mud.

Myers feels for a pulse on Liz* neck. Finds it. He covers her with his overcoat.

Weakly, he turns around.

In the eerie silence of his deafness, he sees Grigori, standina there. And at his side, Ilsa.

Laughing noiselessly.

FADE IN:

He is chained to a massive mechanized yoke. It encompasses both his arms and legs, firmly clamping him in place.

For the first time in his life, Hellboy faces GRIGORI. Dressed in the very same ceremonial robes he wore in the prologue.

Hellboy takes notice of his surroundings: some kind of pit, deep in a mine-like space.

At its center: Myers, cuffed to a stone pillar. Under his feet: a channel, leading to... the immense sculpted stone altarpiece-*s bought from Lapikov. It's been cleaned and set down horizontally, ' bolted to the ground by a stainless steel mechanical harness.

Ilsa strikes him in the face. He tenses. Now he's mad. The yoke creaks, but doesn't bend.

Hellboy silently studies his huge left arm. As if for the first time.

Ilsa kicks Myers in the face.

His fingers grow back. He makes a sign over Liz, whispering a chant. Her body arches, a bolt of energy leaving her. Her chest glows, silhouetting organs and ribs. Then she goes limp.

He struggles again. The right side of the cuffs snaps. He hits Ilsa with his free hand.

She stumbles backwards. Now he's fighting to free his left hand.

Hellboy, panting, struggles for an answer. Can't find one. His head and heart racing at a million miles per hour.

Hellboy stays silent. A long, painful pause.

Grigori nods to Ilsa. She frees Hellboy. Myers looks at him, confused. Scared.

Ilsa takes out a knife, goes to Myers, forces his head up. Grigori moves close to Hellboy.

He whispers in his ear. Hellboy closes his eyes. His stone arm opens, exposing sections never before seen. Two granite rings rotate, producing a powerful NEGATIVE light.

Then an astounding transformation takes place. Hellboy's body ripples, new muscles growing under the skin.

His wounds heal.

He roars as thorns bloom on his shoulders, his back!

Horns elongate and grow, majestically crowning his head.

His eyes glow. He aches and contorts, fingers digging into the ground as bones snap and extend, creating talon-like appendages.

Terrified, Myers watches the transformation.

When he rises, HELLBOY has become and even more grandiose version of himself: UBERHELLBOY.

Inebriated with power, the new PRINCE OF HELL looks around, surveying the landscape with supreme arrogance. Out of his mouth, energy and light float out, like condensed breath on a winter's night.

S The UBERHELLBOY thunders towards him. Slaps him and sneers.

Ilsa presses the knife hard against Myers' throat.

UBERHELLBOY stares at the center of the "door". Using his stone hand, he releases the first of three silver bolts. They are long, sharp spears.

A section of the "door" unlocks and slides away. Two central pieces rotate.

The sound of the first bolt, distorted. A slit of light pierces the darkness.

The UBERHELLBOY slides the last bolt. The centerpiece evolves one last time. Its profile perfectly matches the palm of the stone hand.

The UBERHELLBOY turns to Myers and smiles. Myers smiles back.

The UBERHELLBOY takes the needle-sharp silver lance and hurls it. It pierces Grigori's chest, dropping him to his knees.

Ilsa moans, goes for him. He clobbers her full in the face. Jetting blood, she staggers back and down.

With a blood-curdling scream, Hellboy grabs his horns with both hands and brutally snaps them off. Negative light spews from the stumps.

CLICK!!! WHIRR!!! CLACK!!! The door lock re-arranges itself to its old position.

The UBERHELLBOY climbs rapidly to the platform. Takes Liz's limp body in his arms.

The UBERHELLBOY rips off the cuffs binding Myers.

He falls down on his knees again, extracts the lance. Long, fleshy pseudopods spill out of the wound. Tentacled tendrils slash the air!!!

Ilsa wipes her face and starts laughing.

The UBERHELLBOY hands Liz over to Myers.

Myers obeys. Rasputin extracts his glass eyes.

More tentacles erupt from his eyes and mouth.

They rip at the human shell, devouring it in an outpouring of flesh that builds like greasy pink foam.

A massive entity now. A Cyclopean crinoid, a tentacled entity the size of a house. It surges towards the UBERHELLBOY.

Ilsa looks up at it, in awe.

The thing disdainfully grabs her by an arm and smashes her body against a wall, discarding her like a rag doll.

It goes after the UBERHELLBOY.

Each tentacle sprouts a mouth...

...and they all smile.

A tentacle captures the UBERHELLBOY and sends him flying away, BAM!! His back hits a wall.

Another one slams him again, crushing and pushing mercilessly. Toying with him.

All seems lost, but...

...the UBERHELLBOY charges. Uses another silver lance to vault onto the creature's flank. He quickly climbs up to its eyes.

He digs the lance into one of them.

The creature screams in agony. Tries to shake UBERHELLBOY, .who hangs on.

Clawing his way upwards, tearing, slicing...

Then he slices the flesh open and sinks his glowing left hand inside... deep inside.

A surge of negative light boils inside the thing. It flashes, outlining the insides, then burns.

The thing picks up the UBERHELLBOY and squeezes hard. Throws him up high.

He lands on the floor with a bone-shattering thud.

A chain reaction inside the creature erupts in a cacophony of explosions as it rises, ready to crush the UBERHELLBOY.

Its gigantic shadow covers the fallen demon.

Suddenly, a titanic force quivers and devours it from within. Parts of its body implode and contract, others give way to explosions.

With a deafening bellow, it topples, its massive tentacles missing the UBERHELLBOY by a foot or two. He closes his eyes.

When he opens them, the energy is already dissipating. His stone hand contracts to its original form.

The door locks are frozen in place.

He is Hellboy again. All is quiet. Aching, he gets up. His red flesh, purpled with bruises.

jsrv His wounds re-open; blood pours out. He spots Myers, at the mouth

of a tunnel. Painfully drags himself over.

Liz is on the floor.

Hellboy kneels next to her. Embraces her limp body. He cradles her head in his huge hand and whispers something in her ear, then waits.

Gradually, her limbs regain mobility. She embraces him.

He looks at her, rapturous.

Myers smiles. Liz looks at Hellboy for the first time as what he is: the man she loves.

Her body is haloed by a gentle, warm fire.

They kiss. Fire haloes them both. Tom Waits' CINNY'S WALTZ fills the air.

But he is smiling.

A bittersweet smile. ^^

One of them shows Hellboy between two brownstone buildings. The other features Hellboy escaping the opera stage.

-**nj\

finally manages to climbs out of Kroenen spike-laced pit Exhausted.

Texas, MARCH, 1999.

Suo Tempore.

^V

il.**}