"OVERLORD" (2018)

OVERLORD

Written by

Billy Ray

Bad Robot Paramount Pictures Producer - J.J. Abrams July 23, 2013

FADE IN... on a 16 mm. FILM PROJECTOR, circa 1944. We are:

US ARMY MAJOR FURNISS mans the projector as he briefs 100 UNIFORMED MEN - Sergeants, Lieutenants - in a FIELD TENT:

Film feeds through the projector, then on to a screen--

ON THE SCREEN - We see a large LAB, location unknown. Facing the camera MOS is DOCTOR HUGO BRUEL: 50, beaming proudly.

ON THE SCREEN - Behind Bruel is a row of NAKED HUMAN SUBJECTS on HOSPITAL BEDS. Bruel, syringe in hand, approaches one--

REVERSE TO FURNISS' MEN - watching... assomething on the screen shocks them. We drift along the rows in this tent, face after face - American soldiers, aghast, sickened. Then:

We land on SERGEANT GUY RENSIN. He's a Jumpmaster, leather- tough, unflappable. But even he is tightening as he watches that screen - has to swallow hard to keep from gagging.

We PUSH IN ON RENSIN - disgust on his face - as:

The 16 mm. film runs out. Rensin nods soberly. We CUT TO:

Darkness. Silence. An uncomfortable stillness...

Then the sound of BOOTS on gravel- as we SMASH TO:

American boys, PARATROOPERS of the 82ND AIRBORNE, heading for death itself - eyes down, throats tight, no one talking - as they're herded toward idling C-47'son an English airstrip.

Sgt. Rensin now stands at the CARGO DOOR of one of the C- 47's. On its nose is a drawing of a Betty Grable body and the words "My Gal Val". Rensin barks at us:

SUPER: "Slapton Sands, Uppottery England. June 5, 1944"

THOUSANDS OF SOLDIERS marching toward HUNDREDS OF PLANES. Untested young men, here to save Europe from the Nazis - among them we find PFC. ED BOYCE. He's 24. And terrified.

Boyce is from Des Moines, used to be a mechanic; his faith in God runs bone-deep. But he's just a boy, and he knows it.

His face charcoaled black, his breaths shallow, he keeps pace with his "stick" - the 18 GUYS he'll be jumping with - each bearing 120 pounds of gear. It's nearly MIDNIGHT.

They pass by BRITISH SOLDIERS of an ANTI-AIRCRAFT BATTERY who salute - a few of themcrying; that gets Boyce's attention.

He and his stick reach Rensin at the CARGO DOOR of that C-47. Every paratrooper needs to be pushed into the plane by fellow soldiers (the gear they carry is that heavy.)

Boyce arrives at the cargo door. The soldier who just climbed aboard in front of him turns with a confident grin:

Meet CPL. LEWIS FORD, offering his hand as if he were helping us onto a trolley on Main Street. Ford is 27, from Brooklyn, matinee-idol handsome, unshakable - even now.

Ford is Boyce's idol, since Basic. Boyce takes his hand. Ford pulls. Two Soldiers behind Boyce push. Then:

Boyce takes his seat on a bench lining the fuselage wall - among a dozen SILENT PARATROOPERS, so wedged in that nobody can move, each man bearing that same 120 pounds of gear:

They carry grenades, mines, rifles, .45's, TNT, bayonets, rations, main and emergency parachutes, musette bags. Ford, beside Boyce, checks Boyce's gear. Boyce pale with fear.

Boyce checks Ford's gear - including the DETONATOR on Ford's belt - but they both know he's good to go.

MORE PARATROOPERS board. Ford casually taps the shoulder of PFC. JULIAN ROSENFELD (from Oak Park, Illinois).

Rosenfeld ponders it... as PFC TYLER GRIEB looks on, amused.

Done - cigarettes for chocolate. Boyce eyes them with wonder: "How can you be so nonchalant?! We're about to DIE." Then--

A MEDIC stumbles clumsily aboard, his helmet falling off. This is D.F. GRUNAUER. He grabs the helmet, finds a seat... well aware that he's being stared at. By everyone.

PFC. PETE GURKIN (23, from Houston) eyes Grunauer... then:

No one's saying, "Welcome aboard!" So Ford extends a hand:

Grunauer shakes their hands, gratefully. But PRIVATE LYLE TIBBET, (24, from Cincinnati,an asshole), chimes in:

Some tight laughs, even from Grunauer. The whole stick is aboard now. Jumpmaster Rensin climbs in- shouting:

...as Ford pulls a SILK MAP from his coat, showing Grunauer the beaches of NORMANDY... Omaha, Juno... leading to ROAD 13... leading to a tiny dot: the village of CIELBLANC--

That's MORTON DAWES, from Portland. Boyce shakes his head.

Every paratrooper just synchronized his watch...

GURKIN/GRIEB Yes, Sergeant!

Dawes and Rosenfeld are pals. So Rosenfeld chuckles, as:

The guys pull DIME-STORE METAL CRICKETS from their trousers - testing them out: CLICK-CLACK, CLICK-CLACK.

The guys nod. Rensin hands out a PILL to each guy.

The men look thrown, but they do as told - except for Ford, who crushes his pill under his boot - unseen by Rensin.

Ford smiles fondly. Rensin pulls a MEMO from his jacket:

That lands on the somber faces in here...asthe C-47 lurches forward, bouncing noisily. Taxiing...

Boyce lowers his head in prayer, his eyes shut tight (several of the men in here do likewise). Ford regards him, then:

We look down on the plane as it taxis, engines roaring. It comes to a stop, third in line for take-off.

ENGINE NOISE fills the air. The bench beneath us shakes as the plane in front of us takes off. Boyce keeps praying.

Ford pulls a GREASE PENCIL from his trousers, leans forward, and writes something on the fuselage floor - as this bulky beast begins to move again, accelerating down the runway.

Most of the paratroopers are praying now. We bounce around, catching glimpses of PFC. CHASE, Gurkin, and Rosenfeld:

Everything rumbling, bouncing, every paratrooper tight. We land on Boyce, as his eyes open... and he sees what Ford just wrote on the floor of this fuselage:

"82nd Airborne. We came to liberate France. June 5, 1944."

The C-47 hits lift-off speed. Boyce petrified. Ford's a rock.

The C-47 lifts off. Loud and clunky. Men rock back. On each face: "This is it - not a training run.The German Army's waiting out there." The C-47's walls now feel like paper.

Boyce pulls a BULKY ENVELOPE from his jacket, addressed to "Mr. & Mrs. Irvin Boyce" with an address in Des Moines. (The plane is rising now - 50 feet, 100 feet, 200 feet - LOUDLY.)

Ford pulls out a bulky envelope that reads "Mrs. Arthur Ford," with an address in Brooklyn. They exchange envelopes.

Boyce nods. Ford looks around... at the faces inside this plane - young boys scared out of their wits, grim as hell.

It offends him, for reasons he can't even articulate. So:

He grabs his own envelopeback from Boyce, and hands the other envelope backto Boyce.

That's that. The C-47 climbs noisily, as:

"My Gal Val" takes its place in an ARMADA, filling the English sky: 432 planes in a V-OF-V's-FORMATION, tightly bunched, occupying300 miles of airspace. We CUT TO:

Cold and drafty in here. Some guys sleep; most just stare.

Ford chuckles everytime Boyce has to answer that.

Grunauer hesitates. He's taken a lot of shit for his name.

A few guys snicker, Grunauer tightening - so:

Grunauer laughs, Ford keeping it all light.

Ford's reaction is instant: THE ICIEST GLARE OF ALL TIME:Do not mess with Boyce or you are messing with ME. It lands - Tibbet instantly retreating:

Ford is the Alpha in this stick. Silence hovers... until:

Dawes just saw something, out the cargo door (it's open). A sight that takes everybody's breath away:

1,000 feet below us. The English Channel. Alive with wakes.

...because there are 6,000 ARMED VESSELS sailing across it.

This is the D-DAY INVASION FLEET, the greatest (and largest) amphibious force ever assembled. Destroyers, gunboats, troop transports - blanketing the channel.

And we see awe on the faces in here - a sense of being a part of something massive and historic. Pride too.

That sums it up. The men nod, encouraged.

Rensin breathes out a laugh.

Ford nods soberly. Then, that fast,everything goes GRAY.

We just plunged into a CLOUD. Gray all around us, like being in a vaccuum. The men tighten, anxiety droning.

Then, new sounds, in the distance. DEEP THUDS and the CRACKLE of TRACER-FIRE, which means we're crossing over the French border, where the Germans are. And they have been waiting:

The C-47 now plods into SEARCHLIGHT BEAMS from GERMAN ANTI- AIRCRAFT BATTERIES on the ground. That fast, 20 MM. SHELLS go shrieking into the sky, right at us.

BOOM. BOOM. Shells explode right outside this craft, jolting the beast back and forth. It creaks, it whines. The men keep their eyes down. Boyce too. No one talking.

He's pointing to the LIGHTS above the CARGO-BAY DOOR. One's red, the other's green. Both are OFF now. Boyce eyes them.

LT. DAVE McKEAN, our pilot, looks right and left - can't see ANYTHING but gray. Neither can his CO-PILOT or NAVIGATOR. We're shuddering, bouncing, like flying inside a blender.

Then a brilliant, horrible BLAST turns everything WHITE.

It's FLAK from those German batteries,exploding all around us now. BURSTS of it erupt outside the cockpit window, jarring us badly. The C-47 shudders; noise fills the sky.

Everything just ratcheted up in a hurry. McKean panicking:

On the dash is a button, the JUMP-LIGHT. It's got three settings: OFF, RED, and GREEN. McKean eyes it... then:

He DESCENDS 100 feet in a hurry and YOKES to the left,away (presumably) from the other planes in the V.

The beast jerks to the left - sending every man tumbling. Sound and fury shaking this crate like a toy, everyone's stomach dropping in the rapid descent. Then we level out...

And 18 TERRIFIED GUYS stare at the JUMP-LIGHTS over the door. We can't see any other planes in our V, but we canhearthem taking hits. The C-47 bounces violently, creaking in protest.

Then another sound- like rocks shaken inside a tin can:

It's 40 mm. fire from below - BLUE, GREEN, and RED TRACERS lighting up the sky. Lethalwhizzing sounds, everywhere.

Then 88mm. SHELLS start exploding. BAH-BOOM. Death itself. Each explosion concussive, jolting us: BAH-BOOM. BAH-BOOM.

No one on this plane believes we're going to survive. Ford can see that in the tense faces, the white knuckles. So he does what leaders do - raising his voice, and:

Every head turns. He looks troubled, serious... until:

LAUGHTER erupts, big-time. Tension broken, just like that. Boyce eyes Ford with awe. Then:

--suddenly, TAT-TAT-TAT: Bullets from the machine-guns on the ground pierce our fuselage from below. PFC RIX (holding a FLAMETHROWER) is hit in the rump; he falls forward, howling.

...as the RED JUMP-LIGHT above the cargo door pops ON. And:

The men bounce up and hook the lines from their chutes to the ANCHOR LINE running along the ceiling of the fuselage, forming a line that stretches back from the cargo-bay door.

We hear them calling out, "Eighteen okay!" "Seventeen okay!" "Sixteen okay!" ...as MORE FLAK explodes, knocking guys over. Ford keeps Boyce from falling as they approach the jump-line.

Then a HUGE BURST knocks us sideways. Ford falls forward. A SECOND BURST hits our RIGHT-WING ENGINE; it DIES, belching smoke. The C-47 lurches violently to the right.

More FLAK. More 40 mm. fire from below. Metal whizzing around us. It's like a Goddamn shooting gallery in here--

Boyce hooks himself to the ANCHOR-LINE, fifth from the door. Above it, that JUMP-LIGHT remains RED, the sky now a curtain of EXPLODING FLAK. Grieb,at the bay-door, stares, shaking.

Everybody staring at that RED LIGHT, and the death out there.

But Rosenfeld's look says, "I'm not kidding." Dawes nods, a solemn promise - as Ford hooks up to the Anchor Line.

We emerge from CLOUDS at 150 m.p.h., with the sky on FIRE. McKean, struggling with one working engine, reaches for the jump-light switch, the GREEN setting.

Then, a horrible THUMP, on McKean's left. He looks out the window - and sees something that makes him blanch.

Jumpmaster Rensin and Grieb are now staring at the same thing that McKean just saw... and it's awful:

THEIR POV: THE LEFT WING - now draped by a PARACHUTE.

...still attached to a PARATROOPER. Poor guy must've jumped from a plane aboveus. Dead now, his body bucking in our prop- wash, fouled by the lines of his chute. Horrible.

Grieb gags. Boyce, fifth in line from the door, just stares, horrified. But Rensin gathers himself, faces his men, and:

Then he's GONE - EVISCERATED mid-word by EXPLODING FLAK.

A HUGE BOOM RIGHT OUTSIDE THE CARGO DOOR - blowing a hole in our flank and taking Rensin and Grieb with it.

Boyce's eyes go wide. There's no red light to watch anymore; the Cargo Door is now a gaping HOLE. Everyone shocked. And--

ANOTHER HIT - ourLEFT ENGINE NOW - it sputters, dying.

And WE START TO DIVE. Sinking like a safe... Ford acts quickly, unhooking himself from the JUMP-LINE and:

He pushes guys out the door: Dawes, Tibbet, Rosenfeld, Chase; this is pure unrehearsed bravery. Grunauer, up next, stumbles to the floor. Ford rolls him out the door.

Next up is Boyce - he hesitates, petrified.

Boyce goes... but first he grabs Ford and pulls him out too--

They fall into the night; a BLAST of air smacks them, yanking Boyce's CHUTE open. The jolt rips Ford from Boyce's grasp as:

A HUGE EXPLOSION ABOVE US. Our C-47 just disintegrated. Boyce is suddenly alone, mid-air. Death everywhere. PIECES OF THEIR PLANE now falling beside him- burning metal. A disaster...

Boyce's eyes dart, trying to orient himself. Looking for Ford or other chutes as he plummets amid smoke, noise, terror...

Exploding FLAK, BULLETS whistling by, a WALL of tracer fire to his left. Where is Ford's Goddamn chute?

The fuzzy outline of LAND below. It crystallizes as it rushes up to meet us. Boyce braces himself for a THUD.

Instead, a soggy SPLASH. And he VANISHES, just like that, in:

WATER. He has fallen into a RIVER. It swallows him whole.

He opens his eyes, shocked. Loaded with gear, fouled by his lines. I'm going to drown. Holy Hell. I need air!

He feels for the river bed beneath his feet. There it is. He coils his legs, springs up. Above him is the surface.

His head breaches for half a second, under his CHUTE. He gulps in a breath, then sinks like a stone again.

Under water, he reaches for his TRENCH KNIFE. Grabs it--

And fumbles it. Shit! It sinks, fast. He drops down after it, hits bottom, searching and fumbling amidst RIVER SILT. No light down here at all - grasping urgently, blindly.

...but he finds it, holds on tight, pushes himself up again.

...another stolen GASP of air. Then down again. He starts sawing away at the straps of his CHUTE-HARNESS.

He cuts through one, then the other, cuts his MUSETTE BAG loose, drops his mines, and - buoyant now - bounces up again.

His head clears the surface, then his chest. He drags himself onto the RIVERBANK. Drenched, gasping.

--doesn't see anyone. But he canhear GUNFIRE in the woods. Overhead he sees C-47's, most of them laboring, some of them smoking. Parachutes in the distance. He gets to his feet.

JUMP-CUTS: He assembles his RIFLE. Checks his ammo, grenades, COMPASS (north, go north). Then he rises - and moves toward:

He stays low - wet grass underfoot, gunfire in the distance. From his pants he extracts that DIME-STORE METAL CRICKET. He chirps it twice. CLICK-CLACK. CLICK-CLACK. No one replies.

Up ahead, he sees a billow of WHITE against the dull earth:

Another chute. Please be Lew.He heads toward it while chirping that CRICKET again. No reply. Two more tries. Again nothing. His hands squeeze his rifle tighter.

He gets to the chute; there's a SHAPE under it. A body? He pulls the chute away.A PARATROOPER lies here, FACE DOWN. Boyce braces himself, turns the body over...

It's Dawes - eyes closed. Boyce shakes him:

Dawes' eyes open. Disoriented - but instantly on mission:

They move north, slowly, along the wet grass, chirping their metal CRICKETS. In the night we hear REPEATED BURSTS of GUNFIRE, mini-battles flaring up all through the woods.

...staying low, everything tensed, clicking their CRICKETS. Then they hear ANOTHER CRICKET chirp back. They pause.

Tibbet emerges from behind a tree, relieved to see them.

More GUNFIRE in the distance. ABOVE US A STRICKEN C-47 SUDDENLY FALLS FROM THE SKY, on fire - right at us.

Boyce, Dawes, and Tibbet hit the dirt, covering their heads. The FLAMING C-47 crashes behind them, EXPLODING on impact.

There's nothing left of it. Good God. But it throws enough FIRELIGHT to show us a PARACHUTE stuck in a NEARBY TREE that stands along a country lane, ROAD 13.

The guys get to their feet and head for that tree. GUNFIRE echoes in the DISTANCE. They cross over Road 13, to:

They look up at the PARACHUTE stuck in its upper branches - and a pair of LEGS dangling. Boyce whispers loudly:

Wait. That's Ford's voice. They look up:

Yep. It's Ford, stuck in this tree, 20 feet up, his left arm pinned at an odd angle by all his gear. He can't move it.

Boyce climbs, his head on a swivel - feels awfully VISIBLE, but that's his buddy up there... More GUNFIRE in the night. Boyce keeps climbing. He's15 feet off the ground, when:

Boyce turns - and it happens in a flash:

TWO WEHRMACHT SOLDIERS appear from the road.

Boyce, clinging to that tree, grabs at his RIFLE. It falls.

...just as the Germans start firing. But--

Ford, suspended 20 FEET in the air, draws his SIDEARM with his right hand and FIRES - TWO SHOTS.

And the Germans FALL, both of them. Just like that. Dead.

Boyce doesn't move at first. It still feels unreal... Then:

Boyce looks down. Dawes is dead. HEAD-SHOT. Tibbet stands beside the body - unharmed but badly shaken.

Boyce starts climbing again, so disappointed in himself.

Boyce arrives at the top, Ford calm and ever-vigilant.

Boyce takes out his KNIFE, saws at the chute lines.

Boyce cuts another line, freeing Ford... But Forddidn'thave a good grip on the branch - and he falls, straight down.

Boyce catches him,Ford slamming into the TREE. The IMPACT causes something to shake from his belt - that DETONATOR.

It's dense metal, canteen-sized,falling like an anviltoward Tibbet who is kneeling over Dawes to remove Dawes' dog-tag.

FORD/BOYCE Heads up!

Tibbet moves just in time, the detonator lands beside him.

Boyce and Ford trade a look - two G.I.'s, hanging on - in the middle of the forest in the middle of the night in the middle of a war. Ford calmly reaches for the tree-trunk.

...and shimmies down. Boyce follows, speechless as ever at Ford's unflappable calm. They reach the ground.

Dawes lies at their feet. 20 feet away lie the two Germans.

The air above crackles with tracer fire, flak, dying C-47's. Ford eyes that DETONATOR, puts it back on his belt.

Tibbet doesn't reply. Ford takes Dawes' GRENADES and AMMO and unfolds his SILK MAP again.

Suddenly, Boyce FREEZES - MORE FOOTSTEPS COMING. Fainter. Lighter. Just one person now. But he's coming right this way.

Ford, Boyce, and Tibbet hit the dirt - keeping their heads up and rifles ready. Silent...

Waiting... The FOOTSTEPS getting closer... Closer... Hands push some branches aside - 20 feet from here... revealing:

A girl of 19, coming from the road. This is CHLOE LAURENT.

She's French, lovely, but hardened by war and loss - terror too. The G.I.'s stay low, invisible to her, as:

She stops beside a nearby TREE, where we now see an ANIMAL TRAP, a dead SQUIRREL inside. Chloe opens the trap - it's heavy, rusty, but she's strong.

She puts the squirrel carcass in a satchel, resets the trap.

Then she spots the DEAD GERMANS, and moves toward them...

With our guys watching, she starts rifling through their pockets. That fast she's taken pistols, ammo, gloves, scarves, rings, mess-kits. Chloe's ascavenger.

Ford and Boyce silently eye one another...

Then Chloe FREEZES - just heard something. She turns.

...to find THREE RIFLES pointing at her. Her hands go up.

The G.I.'s get to their feet. They're American. That changes everything. She exclaims, in accented ENGLISH:

That fast she starts sobbing, hard, as if she'd been freed from Dachau. She rushes over to hug them. Ford steps back...

Ford and Boyce brush past her, moving some foliage aside: the town of Cielblanc is a tiny dot, nearly a mile from here.

They don't answer. Overhead, more planes groan.

Then Ford stiffens. Just heard something else:

A VEHICLE, approaching. Ford and Boyce know that sound.

A HALF-TRACK, and it's getting closer, lurching up Road 13. They reach for their GRENADES, looking for somewhere to hide--

Ford whips around, looking for a hiding spot.

Then he stops. Truth is there's no better option out here - and he knows it. So, although he HATES this plan...

He leans back. Boyce and Tibbet too, their eyes SHUT. Ford turns his back to the road - his eyes OPEN - positioning his TRENCH-KNIFE like a mirror so he can see the road, as:

Boyce eyes him: "Sssshhh." Ford goes stone-still.

The HALF-TRACK pulls toward us - a truck with TANK TREADS in back, WHEELS up front, mounted MACHINE-GUNS. And SIX GERMAN SOLDIERS, scanning the ground for movement.

Chloe, playing her part, rifles through Dawes' pockets like the scavenger she is. Her hands are shaking with fear.

Boyce lies still, his eyes cracking open enough to seeFord--

...who is watching Chloe while fingering the trigger on his side-arm. Boyce eyes the DEAD SQUIRREL poking out of Chloe's bag. A bad omen...

The Half-Track getting closer, when... DISASTER:

The HALF-TRACK STOPS. Right here. A SERGEANT hollers at Chloe in German. She replies meekly. He shouts again,ordering her.

And Chloe rises... leaving the G.I. "bodies" behind - Ford, Boyce, and Tibbet completely abandoned now...

The G.I.'s lie still. A LIGHT from the Half-Track sweeps the ground around them. Boyce and Ford holding their breath...

Then the Half-Track passes. The G.I.'s wait a beat, then sit up... which is when they see what'sbehind the Half-Track:

TWO AMERICAN POW's, hands over their heads. GERMAN SOLDIERS trail behind them, rifles up. One POW we don't recognize.

The other is Rosenfeld. His face ashen.

Ford moves a branch, eager to start firing. But he can't. Boyce eyes him. The POW's march TOWARD CIELBLANC.

Just about to move out. Then a SOUND. They turn, rifles up.

It's Chloe again. That tells Boyce something about her - but Ford isn't yet convinced. They lower their rifles.

Ford, Boyce, and Tibbet trail the half-track at a distance. Chloe lags behind the G.I.'s.

Up ahead, the Germans on foot order the POW's to leave the road, pushing them past a CRUMBLING WALL that marks the entrance to CIELBLANC. Half-Track continues down the road.

As the G.I.'s get closer, we get our first look at the town: 20 houses, a few barns, a well, a gallows...

And, on a FOOTHILL overlooking the town, a Gothic CHURCH...

It's BIG, rimmed by a tall GATE; a RADIO-JAMMING TOWER rises from the church's roof. Stained glass, flying buttresses.

The G.I.'s trade looks. Behind them, Chloe checks ANOTHER TRAP. This one empty. The G.I.'s hurry toward that crumbling town-wall and take cover behind it...

From here they see Rosenfeld and the other POWmarching up a narrow road behind the town... and into that church on the foothill. Then we lose sight of them.

That shut Tibbet up. The moment hangs... as Chloe arrives.

That stung her. Ford glares at Tibbet:I'll do the talking. Again, Tibbet backs down.

Ford nods. Chloe rises, heads home. The G.I.'s watch her go.

...until she has slipped quietly into her HOME. It has an ATTIC WINDOW that overlooks the town. Ford notes it.

They each click a button on their watches. Time to go.

They part - Boyce and Tibbet heading North - towards forest. Ford watches them go, covering them... then:

Ford begins a slow, quiet advance through the square...

Boyce and Tibbet move through PASTURE, looking for help while trying to be invisible. GUNS in the distance...

Ford passes the well and the gallows - quietly, any noise could kill him. Passing a HOUSE, when--

DISASTER: its BEDROOM WINDOW OPENS. Ten feet from us. Ford dives behind the nearest wall, as:

A WOMAN - EVY LESNER - leans out her window,scanning the Square like a watchtower guard. She's a hard, war-ravaged 40. But there's something wrong with her face--

The skin on half of it is BLISTERED and COAL-BLACK, the flesh diseased, hanging limply. Her left eye is milky white. What the hell happened to this lady? Typhus maybe?

Ford has no idea; he just stares from the shadows.

Finally, Lesner shuts the window. Ford, shaken, moves on...

Boyce and Tibbet stay low - the town at their back. We hear odd ANIMAL CRIES in the night, distant FIREFIGHTS. The whole forest feels alive around us, creepy as hell.

Boyce pulls out his METAL CRICKET. CLICK-CLACK, CLICK-CLACK.

Tibbet does it too. Nothing. They keep moving, searching...

Then, up ahead, SMOKE and METAL become visible--

It's a downed C-47, a DEBRIS FIELD of twisted metal, rubber, and glass. They wade in...

Then Boyce sees it, at his feet - a piece of TIN FLOORING, used to be part of the FUSELAGE. It has words written on it:

"82nd Airborne. We came to liberate France. June 5, 1944."

Good God. Their plane, in sections now. Sobering as hell, scary too. They start clicking their CRICKETS again - through the smoking pieces of a dead plane.

Boyce finds its NOSE dug into dirt. "My Gal--" the rest of the name buried. He keeps moving, until:

An ANIMAL SOUND startles him - growling, snorting. Boyce edges around the crippled nose of the C-47 to find:

...a WOLF, chewing the forearm of our dead pilot, McKean.

Boyce hisses at the wolf. It backs off grudgingly, nearing another one of those ANIMAL TRAPS. Boyce hisses again.

The wolf changes course, narrowly side-stepping the trap.

Boyce turns back toward the fuselage...

But SOMETHING GRABS HIS ANKLE. He turns, terrified--

At his feet is Gurkin, who lies stiff -a PROPELLER BLADE poking through his chest. Literally. But he's alive.

Tibbet heads over. Boyce kneels beside Gurkin. The situation is hopeless, obviously - Gurkin's practically been torn in half - Boyce completely overwhelmed, but trying:

Tibbet arrives. Boyce shakily pulls out a CANTEEN.

Gurkin nods. Tibbet reaches into Gurkin's trouser pockets - BLOOD SPURTING from Gurkin's chest onto Boyce's hands - as Tibbet extracts FOUR TETRYTOL BLOCKS (they look like C-4).

Tibbet pockets them; Boyce just trying to compose himself.

Gurkin waves away the water, reaching for something else:

Boyce’s side-arm; Gurkin wants to be put out of his misery.

Boyce halts. Gurkin looks to him, begging, barely audible:

Gurkin whispers it again. "Please." The guy is in agony.

Boyce eyes him, "Really?" Gurkin half-nods, pained...

Boyce looks to Tibbet, who dodges it with:

And Tibbet backs away - leaving just Boyce and Gurkin.

Gurkin's eyes are pleading. Boyce pulls out his sidearm, his hand shaking... aims the weapon at Gurkin's head.

But he can't do it. No way. He shakes his head.

And Gurkin stops breathing. Dead. Eyes open. Boyce sags... then breathes out a "Sorry", shuts Gurkin's eyes, and takes one of Gurkin's Dog-Tags.

Ford passes by a BARN beside Lesner's home, then heads up the Foothill, noting the GUARDS at the front gate of the church. They're SS, black uniforms and all. That gets his attention.

Boyce follows Tibbet toward a dark stretch of woods. CLICK- CLACK, CLICK-CLACK. No reply. Boyce tries again... This time, we hear a CHIRP IN REPLY. Maybe 50 yards away.

They turn. The sound camefrom the foothill below the church. They head over, staying low to the ground. We TRACK THEM...

Boyce and Tibbet get to a patch of trees, and:

PFC. CHASE/PFC. PENNER Thunder.

Chase, from our stick, emerges from behind a tree. Beside him is another paratrooper - PFC. PENNER. (Penner is new to us; he's got a FLAMETHROWER strapped to his back.)

Shit. They study the CHURCH from here - vast, Gothic.

Just then, a NOISE - a RUMBLING SOUND coming this way.

They HALT, and turn: it's a WEHRMACHT TRUCK, crossing pastureland, its HEADLIGHTS just about to hit us.

Down they go, ready for a firefight. Here comes the TRUCK.

But it TURNS RIGHT, toward the FOOTHILL. They watch it go. It bounces over a bump, KER-CHUNK, an itemnearly falling out of the back of the truck:

A DEAD BODY. A fallen German soldier.

This truck, they now see,carries DOZENS OF THEM.

Huh? The G.I.'s eye one another. The truck keeps going.

Oddly, about 50 yards from here it begins to DESCEND, as if it'd just turned down a slope, or a ramp.

Hugging the tree-line, they follow the truck. Boyce notes the back of Penner's flamethrower. It says "Hitler Hunter."

Ford reaches the top of the FOOTHILL on the SOUTH SIDE of the CHURCH. The RADIO-JAMMING TOWER looms above it.

That GATE, 12 feet high, surrounds the grounds. Ford finds a nearby BRANCH... uses it to climb the gate... gets to the top of the gate, scans the grounds:

At the FRONT GATE, those two SS GUARDS (PVT. KIEBEL and PVT. WAFNER) eye the skies anxiously. All those planes. Then the church's FRONT DOOR OPENS - a DOCTOR in a LABCOAT emerges:

DR. HUGO BRUEL, the man we saw in that 16 mm. FILM. He's 50, passionate about Nazism, a taskmaster... But Wafner and Kiebel fail to come to attention; that tells Ford something.

Bruel has an odd tic, a neck-twitch that often snaps his head to the left by an inch. It infuriates him, always has. He yells at Wafner and Kiebel, gesturing to the PLANES overhead.

They answer mechanically, "Nein, Herr Doktor." and "Jawohl, Herr Doktor." Bruel tics again and storms back inside.

Boyce, Tibbet, Chase, and Penner reach the spot where the truck descended, and they STOP - just saw something odd:

A WIDE RAMP has been BULLDOZED into the EARTH out here,like a driveway descending into an unseen garage, directly beneath the church. It's guarded by heavy BLAST-DOORS.

ANCIENT STONES decorate the "overpass" above the ramp. On the stones are RUNIC SYMBOLS, (ancient letters). A large SWASTIKA has been added dead center, flanked by two SS INSIGNIAS.

The truck awaits entry. Then the BLAST-DOORS open... and the truck's HEADLIGHTS show us where this ramp leads: darkness, a CAVERN. But we don't see any GUARDS - nothing moving.

The truck rolls down the ramp. The blast-doors remain open. A beat. Chase thinking...

Sounds like a horrible idea to Boyce, but he's silent.

Tibbet doesn't like it, but he follows Chase and Penner down the earthen ramp - just DARKNESS at the bottom of it.What the hell is down there?Boyce stands watch, 20 feet back.

...until Chase, Tibbet, and Penner enter the DARKNESS at the bottom of the ramp, gone from our view now. Boyce STOPS.

SILENCE. Boyce spots somethingshiny at his feet.

It's a DAGGER, decorated by a DEATH'S-HEAD and runic symbols and a SWASTIKA. And the lettersSS. Boyce examines it.Why would the SS be out here?He pockets it. Then, suddenly--

RIFLE FIRE from the darkness of the cavern. Lots of it. Boyce drops to a knee - rifle slung, heart pounding. MORE RIFLE FIRE. He's all alone on this ramp...

MORE SHOTS. He rises, takes a step down the ramp, when--

FLAMES pierce the darkness at the bottom of the ramp- we can't see their source -followed by a SCREAM from Penner- then MORE SHOTS, ANOTHER SCREAM - then Chase yelling:

Boyce staring at those FLAMES in the DARKNESS - as:

Chase and Tibbet race back up the ramp bearing their rifles - running for their lives, terrified. They sprint up the ramp, right past Boyce - it's all a BLUR:

They keep running. Chase hits the top of the ramp, into PASTURE. Tibbet right behind him. Boyce looks back - sees the reflection of FLAMES on a cavern wall. Then, behind him--

--at the edge of the pasture - BOOM - an EXPLOSION. Chase just hit a LANDMINE. We see pieces of him rain down.

...followed by a confused SILENCE. Boyce stunned. Then:

A KLAXON SOUNDS, loud. A RED EMERGENCY LIGHT starts swirling in the darkness at the bottom of the ramp. Boyce's position completely exposed. He takes off up the ramp.

Ford watches as the GUARDS out here react to the KLAXON. One races for a SEARCHLIGHT at the front gate. Then:

That SEARCHLIGHT BEAM slaps on, emanating from the CHURCH--

A shitstorm. Boyce running for cover. At the edge of the PASTURE he sees Tibbet, frozen in fear - a few feet from where Chase exploded. Boyce grabs Tibbet.

Adrenaline pumping, Boyce pulls Tibbet behind a TREE - the SEARCHLIGHT BEAM just missing them. It lands on the body of Chase in the pasture. We hear GERMAN SOLDIERS, SHOUTING.

Klaxon howling. Ford sees THREE SS GUARDS race out the front church gate, heading toward that RAMP on the hill.

Now he's got an opening. He rolls off the gate, onto:

12 FEET STRAIGHT DOWN. He lands, crosses the church grounds - to the building itself. Then he hears:

A MAN'S SCREAM - sounds like TORTURE - coming from inside the church. Boyce hurries over, crouched, but can't see the source of the screams. Just heard another one. Shit.

Then Ford hears SHOUTING in GERMAN - a voice coming this way:

SS CAPTAIN LOTHAR MUELLER, 25, bursting out of the FRONT DOOR of the church, about to turn in this direction.

Fuck. Ford has to get out of here. Now. He turns--

...hurries to the BACK GATE, pulls himself up - and over:

He lands hard. Another scream from the church fills the night. Ford starts to slink around the back of the church.

KLAXON wailing. Boyce and Tibbet crouching low. From here they can see one of those SS GUARDS (PRIVATE RICHT) eyeing the remains of Chase in that field.

The OTHER TWO SS GUARDS are in the cavern at the bottom of the RAMP. We hear a FIRE-HOSE, extinguishing the fire.

Then... silence. The Klaxon is shut off. Only the searchlight remains. Pvt. Richt heads down the ramp.

...leaving Boyce and a very shaken Tibbet:

At the bottom of the ramp, the BLAST-DOORS close. Christ...

Ford heads down the foothill, careful not to make a sound.

Then a horrible SNAP - the slamming shut of metal on metal. He just stepped on one of Chloe's ANIMAL TRAPS. His ANKLE SHATTERED, that fast. Blinding pain.

Boyce and Tibbet reach the rendezvous site, that CRUMBLING WALL. The SEARCHLIGHT BEAM sweeps and scans. And there's no sign of Ford. Tibbet, shaken, masks it with rancor:

Boyce doesn't know. He wishes he did...

Ford sits up, perspiring with pain. He grabs that TRAP, opens it, extricates his leg from it, the foot hanging limply. Fuck. He starts CRAWLING down the foothill now...

Still no Ford. Boyce eyes his watch again, anxiously... and:

Tibbet's not moving. Boyce backs away.

Boyce looks behind a SILO. No Ford. Panic building. The SEARCHLIGHT sweeps past. Boyce moves on...

Boyce is walking, searching... Then he STOPS - just saw something at his feet that takes his breath away:

The body of a DOG - bloody, dead... and HEADLESS.

Just lying there on the ground, a headless canine. Good God. Who the hell would do that? And why? He's at a loss... until:

MOTORCYCLE SOUNDS - startling him - followed by VOICES:

Boyce instinctively puts his hands up... then turns - to see:

HIS POV: the crumbling wall,where Tibbet is - SIX GERMAN SOLDIERS appear across the road, weapons aimed right at him.

Boyce crouches down, his eyes peeled.

The wall itself obscures our view - but Boyce can see those six Germans approach Tibbet... and his HANDS as they go up.

ONE GERMAN takes Tibbet's rifle. Another offers him a smoke.

A THIRD ONE FIRES AT HIM, POINT-BLANK. Goodbye, Tibbet.

Boyce recoils, accidentally stumbling over the HEADLESS DOG, almost falling. That makes a noise. He FREEZES.

The six Germans don't turn; they're too busy - throwing TIBBET'S BODY on the SIDECAR of a Zundapp motorcycle. One SOLDIER starts it up, noisily. Tibbet's body draped limply.

Just like that, the motorcycle blows through the Square and up the narrow road - passing right by Boyce...

...and onto the CHURCH GROUNDS. Gates close behind it.

Boyce is aghast, confused... and completely alone.

Boyce hides against a tree, trying to calm himself... It's impossible; the night's just too scary until, a whisper:

Wait. That was Ford. Boyce sees a shape against the soil, crawling. And there he is, Ford. Thank God...

Huge relief. Boyce hurries over... But here comes the SEARCHLIGHT, ruining the reunion. Boyce and Ford duck behind a WIDE TREE. The Searchlight passes.

Boyce tightens, his eyes flitting to the CORPORAL CHEVRON on Ford's uniform. Then he notices Ford's ankle.

Boyce now has to factor in the idea of Ford beinghobbled. It's unsettling as hell--

Ford digests that, trying to come up with a plan--

Boyce tightens again, hurt. The SEARCHLIGHT BEAM sweeps past again. That ZUNDAPP MOTORCYCLE, minus Tibbet now, leaves the church and heads for Road 13 again. Boyce watching...

Ford exhales, his face working... needs a plan... Then:

Wait. What? Boyce is pretty sure he's kidding. Has to be.

Boyce eyes the church. It looks big, imposing, impossible.

Ford has an idea, we can tell. We SMASH CUT TO:

Ford and Boyce hide in shadow behind Chloe's house. Carrying more pilfered goods, she crosses through a vegetable patch to her BACK DOOR as--

Boyce and Ford emerge from the dark. Chloe jumps back, scared - then catches her breath, realizing it's them.

She's about to answer when she sees Ford's ankle. Oh.

The SEARCHLIGHT BEAM blows by. They duck. Then it's gone.

Just then, A SOUND - the front gate of the CHURCH opening.

Ford reacts - a lab?- when they see Pvt. Kiebel descending the foothill, armed, approaching the town. Shit. Without a word, Boyce helps Ford toward the back door...

Chloe leads Ford and Boyce inside this simple country home - the FLOORBOARDS in herecreaking with every step. Agonizing.

That SEARCHLIGHT BEAM drills through a window. Ford and Boyce duck into shadow - and they freeze there, Ford whispering:

The beam moves on. Ford hobbles into:

A dining table, five chairs, a DOOR leading up to an ATTIC...

He starts up the ATTIC STEPS. Chloe hands Boyce an OIL LAMP.

Ford hops up the steps, Boyce in tow, carrying that lamp.

The guy's in agony. They keep climbing,quietly, to:

Discards, trunks, a bench, a table, a tiny GLASSLESS WINDOW.

Boyce helps him over. Ford slides to the floor - looking down at Kiebel out there, patrolling the Town Square.

Boyce looks out, to see a flat shooting trajectory from here to the church grounds. Treeline behind it.

Ford grins, keeping his eyes on Kiebel patrolling below - Boyce's eyes moving to the well, the gallows, the church...

...this said just as Chloe appears at the top of the steps - bearing Iodine, cloth, and gauze.

Behind her is her brother PAUL, 7, shy, carrying a CIGAR BOX, gazing at Boyce and Ford as if they were movie stars.

Chloe crosses to a junk-pile, pulls out a hand-made CRUTCH, carved from a tree-limb. She hands it to Ford.

Chloe nods. Boyce about to dig deeper, when--

In other words, "Au revoir." Chloe bristles a bit...

He turns to the window, watching Kiebel exit the Town Square.

Paul answers her -he wants to stay up here. She says it again, "Vien." No dice. Pretty humiliating, being defied by your kid brother. And Ford is unamused.

She pulls on Paul's arm; he digs in, sitting on the attic floor, opening up his cigar box, pulling out some MARBLES.

Ford takes a CHOCOLATE BAR from his trousers, holds it up for Paul to see. The answer is a big yes. Ford dangles the chocolate bar... then tosses it down the steps: "Fetch!"

Paul doesn't move. Ford shrugs. Chloe storms down the steps, angry at Ford and Paul. The ATTIC DOOR shuts. Now it's two G.I.'s and a kid playing with his marbles.

Boyce nods, rebuked. Ford jumps back into mission-mode:

Ford pulls the DETONATOR from his belt.

Boyce appreciates the effort - but he's scared to death.

Paul, of course, didn't get a word of that. Ford shrugs.

Boyce nods, turns to go. Then he STOPS, reaches into his jacket - and pulls out that bulky ENVELOPE addressed to his parents, the one he almost handed over on the plane.

Ford takes the envelope. Boyce can barely breathe, but he goes - stepping over Paul - then down the stairs, pure dread. Step, step, step, to the DOOR. Boyce nudges it open... into:

Chloe's here. To Boyce's left, a BEDROOM DOOR OPENS and--

--Instant JUMP-SCARE:Chloe's grand-mother ANNELISE, 70, emerging. Her eyes are a milky white. And the skin on her arms is gruesome - COAL BLACK up to the shoulders.

Looks like the skin we saw on Madame Lesner's face, the flesh eaten by disease, or frostbite, or bacteria. Or all three. Necrotid tissue, bubbling with blisters.

Boyce stiffens. Chloe's almost glad he got to see this--

Boyce, pole-axed, just stares for a second.

If Boyce had time, he'd sit down and discuss it. But he doesn't. He heads for the window, then crouches low beside it, timing that SEARCHLIGHT out there. Chloe drifts over.

On a table is a PHOTO, taken 5 YEARS AGO:Chloe-at-14, with what must be her mother and grandfather and Annelise, and Chloe's (now-dead) father, ALAIN, holding Paul (at 2).

Boyce notes it, just for a second, then looks outside again.

Outside, the searchlight recedes. It's time to go. He steels himself, anxious as hell. Checks his gear: grenades, etc. - then heads for the back door- no goodbye... until:

Boyce pauses - regards her and her grandmother - the tragedy of war right there on their faces. It touches him.

Chloe smiles bravely - there's a connection here.

He nods - almost past her, when--

Ford, whispering loud and urgent from upstairs. Boyce's head snaps around to the window - Chloe's too - where they see:

Dr. Bruel - labcoat, doctor's bag - approaching this house. Escorting Bruel is an SS-Guard,Pvt. Wafner.

This is bad. Very. Chloe gasps. INSTANT TERROR--

She hurriedly translates for Annelise, who is instantly terrified. Boyce processing all that - fast...

INTERCUT WITH/INT. LAURENT HOME - ATTIC - CONTINUING

Ford's at the glassless window. Paul on the floor.

But Paul's just shut down. Pure fear. He can barely make his mouth form the word "Chloe?"

...as Boyce flies up the Attic Steps, hurdling over him.

Boyce knows all too well. He drops to his belly at the TOP OF THE ATTIC STEPS, rifle pointed toward the room below. Ford lines up beside him, rifle ready.

BACK TO CHLOE - she sits by the fire, trying to look utterly natural. Annelise too, as--

THE FRONT DOOR IS THROWN OPEN - andhere's Dr. Bruel, flanked by SS Pvt. Wafner. Bruel twitches a bit, that tic of his.

He nods to TWO BEDROOM DOORS, says something that must be "Get them". Chloe nods obediently.

BACK TO THE ATTIC - There's a KNOTHOLE in the floor, through which Boyce and Ford can look down into the Great Room below - where they see Chloe, at that bedroom door:

BACK TO THE GREAT ROOM - Two doors open. GUILLAUME, Chloe's grandfather, emerges from one. Loyal and silent, he stands beside Annelise. Then, from the other door, Chloe's MOTHER:

This is MARIE-ELENA, pure steel, embittered by war. She mentions the lateness of the hour to Bruel, in French. He snaps back at her angrily. Marie-Elena eyes the floor.

BACK TO THE ATTIC - Ford peeks through that knothole now...

And sees Annelise for the first time.What the??? Boyce nods.

DOWNSTAIRS - Annelise is silent, stoic. Wafner asks, in German, "Where's the boy?" Chloe tightens.If Wafner goes up those steps, WE'RE ALL DEAD. So, aloud:

ATTIC - Paul remains frozen in place, too petrified to move.

Ford eyes the kid, "Get down there." Paul's so terrified he DROPS ONE OF THOSE MARBLES.

It falls to the floor - a noise that feelsconcussivein this tense silence. Everyone tightens, every head turns.

...including Wafner's. And Bruel's.

...as the damn marble starts to roll down those steps - a waterfall of SOUND that feelsendless:

TAP-roll-TAP-roll-TAP-roll...

Ford bracing now. Boyce watching Wafner and Bruel for a reaction. Paul trembling. TAP-roll... The Laurents frozen...

...until the marble hits the last step and rolls toward Chloe, and she puts her foot on it. Silence...

Paul reappears at the bottom of the steps now. Chloe hands him his marble. He nods, thanks. Apologizes to Bruel.

Then Paul and Chloe and the rest of the family STAND IN A LINE like soldiers at Roll Call, shoulder to shoulder.

All eyes on Wafner and Bruel. A silent, agonizing moment...

...until Dr. Bruel opens his bag, pulls out a SYRINGE, and approaches Annelise, her arms coal-black and blistered.

Boyce and Ford watching.

Bruel drifts BEHIND her, kneels down, finds a suitable vein in the back of her knee. Her leg has bruises all over it, like a junkie. In goes the NEEDLE. Annelise silent.

...as he draws her blood - which is BLACK.

Not red. Not darkred. BLACK. Boyce and Ford stare in disbelief. Oddly, Annelise's family doesn't react at all.

Bruel calmly caps his syringe, takes out another...

...and moves on to Guillaume, who sticks out his arm - which is when we see that HIS FINGERTIPS ARE BLACK. Both hands.

Bruel draws blood - also BLACK - from Guillaume's right arm.

Boyce and Ford watching, dazed...

Bruel caps syringe #2, uses a ruler from his bag to measure the BLACKNESS on Guillaume's right hand. A FINGERNAIL extends awkwardly. Bruel yanks it off.Guillaume doesn't feel it.

But Ford and Boyce sure do, wincing.

Then Bruel asks Annelise to stick outher right hand.

That's impossible for her; the tissue is just dead. The arm won't move. Guillaume reaches over, lifts it for her. A gesture of great kindness, but sad as hell.

Bruel examines her right hand. Taps on it. Once. Twice...

And it falls off.

Right there, on to the floor. Chloe gasps. Paul cries.

Boyce and Ford stunned. WHAT THE FUCK?!

But there it is, on the floor - her bloodless HAND, dead tissue. Guillaume fights back a tear. Marie-Elena too. Paul trembling. Annelise is stunned, but oddly unpained.

...as Bruel makes a dispassionate note in a NOTEBOOK, and mumbles something to them in French. Then he closes up his bag, and says to Wafner, in German, "Let's go."

Wafner says what must be "I'll be along in a moment."

Bruel shrugs, turns to go. Marie-Elena calls out to him with a question. Bruel brushes her off with:

He grabs the hand, tosses it into his bag, and he's gone. No one speaks. Wafner says in German to Annelise, "Poor luck for you, Grandma." Annelise is silent.

BACK TO THE ATTIC - Ford looks to his WATCH, gestures to Boyce, "WE HAVE TO MOVE". Boyce nods; he knows. But:

DOWNSTAIRS - Wafner tells Chloe's family members (but NOT CHLOE) to leave the room. They hesitate. He eyes them coldly, tells them again - this time with his SIDEARM unholstered.

With looks of apology to Chloe, the family recedes, their bedroom doors shutting. Chloe's alone. Wafner smiles.

...then crosses to Chloe, stopping an inch away from her, his back to the attic steps. Now we understand:he puts a hand to her face, stroking it, Chloe frozen in place...

Ford and Boyce watch, her face visible to them. Fuck...

Then he lets his hand drop lazily down Chloe's neck, his nails grazing slowly over the outside of her blouse, tracing her breasts. Chloe tries not to shake. Or cry.

Impossible. A tear starts to roll down her cheek.

Ford is outraged, livid. Dying to shoot this bastard... Boyce eyes Ford as if to say, "Don't, Lew. PLEASE."

Wafner starts unbuttoning the top of her blouse...

She shakes. Wafner finds that exciting. He whispers, in German: "You're trembling. Shall I hold you?" Pawing at her.

And Ford's seen enough.He pulls the TRENCH-KNIFE from his belt - about to throw it. Boyce terrified.

But just then, Wafner notices something at his feet- that CHOCOLATE BAR, G.I. ISSUE. He bends down, grabs it, looks to Chloe. Her eyes go wide. Wafner reaches for his WHISTLE--

No choice now - Ford lets the knife FLY. It buries itself in Wafner's back. He groans, pitches forward. Chloe stunned.

Boyce, improvising, hurries down the steps, puts a PISTOL to Wafner's head and covers Wafner's mouth. Marie-Elena bursts out of her room.

...and sees Boyce, anAmerican. She starts hissing at Chloe in French - a terrified "How could you bring him in here?!"

...as Boyce pulls a bleeding Wafner up the attic steps. It's all happening in a blur--

Chloe follows them up, Marie-Elena still berating her from below, Chloe hissing back.

IN THE ATTIC - Wafner hits the top step. Ford puts the tip of his M-1 against Wafner's skull.

But before she can finish the word, Wafner turns and ATTACKS - surprising them completely, heupends Ford and knocks Boyce's gun to the ground, fast. He reaches for his sidearm.

Ford swipes at it with the crutch. The gun goes flying--

Wafner dives for his gun. Boyce too. Two strong young men locked up. Ford trying to get back on his feet. Marie-Elena horrified at the bottom of the steps, berating Chloe, as--

Wafner, strong as hell, pushes Boyce away and grabs the GUN--

--gets to his knees, about tofire at Boyce when--

THUMP. Ford, upright again, RIFLE-BUTTS Wafner in the back of the head. Wafner drops, half-conscious. And it's over.

Silence... A breath...

Boyce grabs Wafner, throws him onto a rickety CHAIR. Chloe spots some frayed ROPE, tosses it to Boyce, who ties Wafner's hands behind the chair. Marie-Elena still wailing from below.

Chloe starts to translate into French. Her mom unmollified--

...as Wafner, his fog clearing now, begins to HOLLER. Loud.

Ford grabs a wad of BLOODY CLOTH from the table and jams it into Wafner's mouth, muffling him. An unrehearsed mess.

Done. Now Wafner's truly stuck. Chloe, enraged, overloading, crosses toward him... and spits into his face, seething.

Wafner's silent. Ford, hobbled, pulls up a chair beside him.

Ford pulls the BLOODY CLOTH from Wafner's mouth. Again, WAFNER SHOUTS OUT LOUD. Ford re-gags him, angrily--

Lightning-fast, he digs a TRENCH-KNIFE into Wafner’s leg.

Wafner’s eyes roll back in pain, Boyce shocked. Ford LEAVES THE KNIFE THERE... and twists it - then:

Wafner still doesn’t answer. So Fordtwists it again.

Wafner shuts his eyes. Ford twists it again. Boyce frozen--

Ford YANKS THE KNIFE OUT, un-gags Wafner, who spits something out in German at Chloe. She snaps back. Now Ford's irritated--

So he drives it into Wafner's OTHER LEG, deep. Instant agony.

Wafner cries, his eyes rolling back - as Ford covers Wafner's nose and mouth with the bloody cloth, SUFFOCATING HIM. Boyce slack-jawed: "Are we about to KILL this guy?"

Ford leans on the knife like the throttle of an airplane, pushing it in deeper - then lowers the cloth--

A sob suddenly bubbles from his throat - the guy's just in too much pain to go on. His head droops, whipped...

Ford yanks the knife out. Wafner sobs quietly. Boyce silent. Ford checks the time, reaches into Wafner's breast-pocket, pulls out the pack of CIGARETTES he knew would be there...

And shoves one between Wafner's lips. Wafner appreciates it. Then Ford pulls the ENVELOPE from his own jacket - the one addressed to his mother in Brooklyn. He rips it open.

Inside is a BRASS ZIPPO LIGHTER - looks like it's been through fire, literally; it's got SCORCH-MARKS on it.

He lights Wafner's cigarette, as:

He yanks the cigarette from Wafner's lips, pockets the Zippo.

Wafner sighs. Ford waves the lit end of that cigarette,ready to BURN Wafner's FACE with it. And Wafner relents--

He pounds Wafner in the temple with the butt-end of that knife, knocking Wafner unconscious... Then turns to Chloe:

She goes. Just Ford, Boyce, and an unconscious Wafner now.

Boyce gathers his gear, heads down the stairs, then halts:

Chloe's waiting at the bottom - which means she heard all this. Boyce reaches her, thinking she's about to say "Good Luck" or something. But instead--

--she KISSES him; there's an urgency to it, a desperation. Her eyes wet - she whispers into his ear:

Boyce, his face flushed, can barely manage a half-nod. Chloe gathers herself... then opens the door--

Chloe's family awaits. They note Boyce and his rifle... and for just a second, Boyce feels brave. Aliberator. Then:

Boyce deflates, just like that. Chloe reddening...

Chloe nods. Boyce goes out the back door. We STAY HERE - with Annelise, watching him go. Then:

INTERCUT WITH/INT. LAURENT HOME - ATTIC - RESUMING

Ford perches at that window,DAWN just breaking--

INTERCUT WITH/EXT. BEHIND THE LAURENT HOME - SAME (DAWN)

Boyce emerges, just as...

A HUGE NOISE hits him - shaking the sky: HEAVY GUNS in the distance. Big ones. BOOM-BABOOM. Thunderous sounds--

And Boyce knows where they're coming from: US Destroyers (and German pillboxes). It's nowJune 6, 1944.

D-Day. His watch says 5:45. BOOM-BABOOM.

BACK TO FORD - The GUNS of Normandy echoing up here, played off of Ford's face - steely, determined...

BACK TO CHLOE AND HER FAMILY - They hear it too.The Invasion! There's hope in Chloe's eyes. Paul's too. Then--

Behind them, Anneliseasks Guillaume to open the front door for her. He does so. Annelise steps outside.

BACK TO BOYCE - He sends up a silent prayer, D-DAY POUNDING in the distance. VERY LITTLE COVER between him and the church - a few barns, that's all. He steels himself...

BACK TO FORD - He looks out the window, trying to spot Boyce. Instead Ford sees:

ON THE FOOTHILL - The SS Guards from the church emerge now, looking with FIELD-GLASSES toward the GUNS on the Coast.

AND THE PEOPLE OF CIELBLANC - They too step out of their homes, awakened by the heavy guns. 50 PEOPLE IN ALL. Women, children, older folks, no men.

A few of these people aren'twhole: an older man MISSING A LEG. A TEENAGER in a wheelchair. A LAME CHILD spasming in his mother's arms, his eyes milky white. Ford notes it all.

Then, a surprise - visible right below this very window:

Annelise walking to the center of the Square, minus one hand, both arms BLACK. But here she is, marching toward the well. The others regarding her in frightened silence...

...Ford watching, thrown, as:

INTERCUT WITH/EXT. CIELBLANC - OUTSKIRTS - SAME

Boyce ducking behind a barn. Every step is a danger.

BACK TO THE TOWN SQUARE - Annelise stops at the well; every head turns. She's gruesome.What's she doing out here?

Then, even stranger, she starts to sing. A LULLABY, her voice shaky. Singing, in the middle of the square, odd as Hell:

BACK TO FORD - confused at first, then he gets it.

BACK TO ANNELISE - People staring at her now - all wondering why this old woman is singing. Here's why:She's turning all eyes in town onto herself.

BACK TO BOYCE - he gets it too. With the villagers distracted, he exits the town for the brush of the foothill.

BACK TO ANNELISE, singing, the villagers staring at her. From here, she can see Boyce scaling the foothill. Good...

BACK TO FORD, in the attic, watching Boyce too, as:

BOYCE SCALES THE FOOTHILL - ducking in and out of trees for cover. His breaths are shallow, anxious.

ANNELISE - still at it. A rotting woman singing a lullaby.

Madame Lesner, her face gruesome, leans out her window, barking in French at Annelise, "Stop this." D-Day pounding.

INTERCUT WITH/EXT. CHURCH - FRONT GATE - SAME

Walking the church perimeter is Richt. Hespots Annelise in the village below, and sights her with his rifle.

BACK TO BOYCE - hurrying, trying to be invisible, as:

ANNELISE - still singing. Lesner growing more irritated, shouting, "Stop this! You're frightening everyone!"

BACK TO THE CHURCH - Richt has her lined up. He starts to squeeze the trigger...

BACK TO CHLOE - she and her family watching the Square - Lesner is now YELLING at Annelise, who keeps singing.

BACK TO BOYCE - moving in and out of trees...

BACK TO THE CHURCH - Richtpulls the trigger -- just as Dr. Bruel appears, swiping angrily at Richt's rifle.

BACK TO THE SQUARE - The SHOT rips through the air, missing its target but hitting the gallows. The villagers shocked.

BACK TO FORD - every part of him tensing.

BACK TO THE CHURCH - Bruel berates Richt, in German. "Who gave you the right to interfere with my work here! You almost killed one of my subjects!"

BACK TO THE SQUARE - the villagers SCATTER back to their homes in fear, doors slamming. Lesner shuts her window...

...but Annelise just keeps singing.

BACK TO CHLOE - Her family staring out at Annelise...

INTERCUT WITH/EXT. FOOTHILL/BEHIND THE CHURCH - RESUMING

Boyce passes behind the REAR GATE of the church, unseen, heading for the TREELINE behind the church...

He finds a ridge that looks DOWN on the church grounds. Perfect - he can do some killing from here.

BACK TO ANNELISE - She sees him back there, sees Bruel in the foreground. Mission accomplished. She stops singing.

...climbs on to the lip of that WELL, her eyes on Bruel--

...and throws herself in. Just like that.

BACK TO BOYCE - Eyes wide, can't believe it.

CHLOE AND HER FAMILY - They scream. Paul, distraught, springs up and runs for the attic steps.

BACK TO BRUEL - He turns abruptly and heads back inside the church, leaving Richt alone out here.

BACK TO THE TOWN SQUARE - utter silence and stillness. Not a sound from the bottom of the well...

BACK TO FORD - He lowers his head, just for a moment.

Just then, Paul bursts into the attic, utterly unglued. He starts SHOUTING AT FORD in French, sobbing, his timing awful.

BACK TO BOYCE - It's TIME. He eyes the RADIO-JAMMING TOWER while laying out his TRENCH KNIFE and GRENADES. Then he catches the sun on the KNIFE. Two REFLECTIONS.

BACK TO FORD - With Paul still shouting and a bleeding Wafner across the room, Ford sees the signal-flashes from Boyce... and looks through the SCOPE of his rifle, as:

BACK TO BOYCE. He sets the knife down, steadies himself...

Then he pulls a pin on GRENADE #1 - hurls it at the church's back door. Pulls a pin on GRENADE #2 - hurls it on the ROOF.

-as we MOVE IN TIGHT ON FORD, in the window, rifle sighted.

-and TIGHT ON BOYCE, on the ridge, ready to fire... when:

INTERCUT WITH/EXT. CHURCH - GROUNDS - RESUMING

BOOM! Grenade #1 blows the BACK DOOR off its hinges. LOUD.

BOOM! Grenade #2 blows a small hole in the roof.

--AT THE CHURCH GATE - Richt races toward the blasts and--

--IN THE ATTIC - BANG. Ford FIRES, missing high. Re-aims. Squeezes off another shot - BANG. Paul STOPS YELLING as--

--BACK TO RICHT - hit in the back. He goes down...

...just as Kiebel and SS PVT. KOGAN emerge from the church, armed. Captain Mueller too. But:

It's an AMBUSH: Boyce starts firing. POP-POP-POP-POP-POP...

--Ford fires too. POP-POP-POP-POP.Paul just watching.

--Kogan, Kiebel, and Mueller are shredded. They go down.

And then it's over.Just like that. An eery silence.

BACK TO BOYCE - perfectly still, low to the ground.

BACK TO FORD - perfectly still, in the attic window, as--

BACK TO THE SQUARE - Every door stays shut. No one steps outside to see what happened. D-DAY still thumping from afar.

BEHIND THE CHURCH - Boyce regards the bodies... four of them lying there - but no Dr. Bruel.

IN THE ATTIC - Ford's thinking the same thing. Paul drifts over, looks out the window... The bad guys are dead.

BACK TO BOYCE - He hops down from the treeline, rifle slung.

Smoke wafts. Boyceenters the church warily, through the blown-out BACK DOOR, with D-DAY thumping in the distance...

BACK TO FORD - He and Paul watch Boyce disappear inside.

On Paul's face, a look of liberation. Awe. He opens that cigar-box of his, reaches inside, pulls something out:

It's an old French WORLD WAR I MEDAL... for VALOR.

With wordless ceremony, Paul extends it to Ford and pins it on him. Ford can't help feeling touched - as:

Sunlight and smoke. The sound of RUNNING WATER. Boyce enters. No one's in here, just a running faucet. He crosses through, then edges into a SHADOWY HALLWAY. Not a sound. Then into:

Silence. Dust hovering, some glass shattered. Boyce passes the figure of Christ on the altar. No time to acknowledge it.

He spots a door up ahead... approaches, then into:

Dimly-lit by a single blub. Boyce descends in silence - then through a door, to:

A long SUBTERRANEAN HALLWAY. Boyce walks. Half-open DOORS to his right and left. He pushes one open:

The room's empty. A MILITARY RADIO sits on a table. Boyce eyes it, then continues down the hallway. Opens another door:

An ARMORY: stacked RIFLES, ammo on shelves, two tall LOCKERS.

Boyce backs out, drifting farther down the hall.Where is that damn Doctor?A DOOR up ahead. Boyce approaches silently.

...and nudges the door open with the tip of his rifle--

...revealing an EMPTY PITCH-BLACK SPACE. Feels big. His hands fumble along the wall for a LIGHT-SWITCH. He finds it. CLICK:

LIGHTS POP ON above usin a sequence. CH-CH-CH-CH-CH. Rows of them. It takes ten full seconds for them all to illuminate.

This is the LAB we saw in that 16 mm. film. And it is HUGE.

A CEILING-TO-FLOOR CURTAIN divides the lab in half. On this side of it we see endless rows of LAB-STATIONS, EQUIPMENT, sinks, burners, beakers. A pair of EYEBALLS in a jar...

Oh, and 25 DEAD GERMAN SOLDIERS, on GRANITE SLABS.

These are the BODIES Boyce saw trucked in; each has been stripped down to white BOXER SHORTS and rubbed with oil.

...but every gunshot wound, every hole left behind by an exploding shell, they're all evident. Boyce winces a bit.

Covering the walls are RUNIC LETTERS and paintings of ANCIENT TEUTONIC KNIGHTS. Swastikas too. And two crossed CEREMONIAL AXES, right out of the Middle Ages.

In a glass cabinet are 500 VIALS OF BLACK BLOOD. One sits on a GAS STOVE in a POT OF BOILING WATER. Boyce turns the stove off. And hears a MACHINE-LIKE SOUND:

A pump, sounds like it's on the other side of that CEILING-TO- FLOOR CURTAIN. Boyce steps through it, rifle slung - and sees the OTHER HALF of this vast lab... It's a horror:

FIFTEEN PEOPLE - "SUBJECTS" - barely human now, each of them TIED BY THEIR HANDS AND FEET TO HOSPITAL BEDS.

They were villagers once. Now they look more like CREATURES.

Their flesh is black and blistered, everywhere - necrotid tissue bubbling on their arms,faces, necks, torsos. Their eyes milky white, staring in a state of sustained torture.

On each bed Boyce finds a "PATIENT FILE" complete with BEFORE AND AFTER PHOTOS - human decay, chronicled in German. Beside one of the beds, a 16 mm. CAMERA stands on a tripod...

He drifts a bit closer, breathless. These people are barely alive, most of them unconscious, some of them vegetative; something is corroding themfrom the inside out:

Connected to each villager is a machine of pumps and valves, an AUTOJECTOR, pumping a thick black substance - looks like TAR - into each subject, circulating it mechanically.

On BOTH ARMS of every subject are BLOOD DRAWS, feeding black blood into bottles that sit on the floor.

It's like a massive, gruesome dairy farm. But why??? Boyce drifts past each bed, shocked, speechless.

Then, another shock - AUTOJECTOR #16 is connected by TUBES to a DISEMBODIED DOG'S-HEAD, which sits on a tray.

Somehow, impossibly, the Autojector is keeping the head alive. Its MOUTH moves - just took in a breath. My God...

Autojector #17 is hooked up to a HUMAN HEART,beating, suspended in air by STRINGS over the OPEN CHEST of Tibbet.

Tibbet's EYES have been removed. Holy Hell. Boyce shaken.

Then, behind him, labored BREATHING. He turns, rifle slung.

In BED #3 is another villager/creature, suffering, tied up, his body entirely BLISTERED and BLACK. His eyes crazed. Boyce stares - something drawing him toward this creature, when--

A JUMP-SCARE - it BOLTS UP - still tied to the bed but lunging at Boyce with such force that the bed actually TOPPLES OVER, slamming on its side to the floor. That fast.

Boyce steps back, the Creature now pressed against the floor, its breaths rattling. Boyce not sure what to do, as:

That was barely audible, but AMERICAN. Boyce turns--

There's another CURTAINED-OFF SECTION up ahead. He gets there - pulls back the curtain...

Rosenfeld, his hands and feet TIED to the rods of his bed, turns, glassy-eyed. This man's beentortured. Mumbling:

He starts to untie Rosenfeld, anxiety pumping--

Just then, ANOTHER SOUND--

Boyce turns - a BLUR behind him - and:

Dr. Bruel emerges from shadow. He'd been hiding there. He RIFLE-BUTTS Boyce in the head. ALL GOES BLACK. We CUT TO:

Ford sits at the attic window, awaiting any sign of Boyce.

HIS POV - OUT THE WINDOW: Cielblanc is quiet. Normandy's beaches are not. BOOM-BABOOM.

Chloe, at the top of the steps, gestures to Ford's blood- soaked pantleg. An uneasy tension between them.

Ford shrugs, "Go ahead." Chloe crosses past Wafner and sits. She unties Ford's boot; he keeps his eyes out the window - despite the searing pain. Mission, mission, mission.

She pulls the boot off. AGONY. Ford just grits his teeth.

Chloe pulls up his pantleg, pulls down his bloody sock - regarding what one of her traps did to a human leg.

Chloe has no idea what he's talking about.

She cleans the wound with Iodine...

She holds up a BANDAGE, starts to roll it around his ankle.

...as he eyes that VALOR medal pinned to his jacket; it bothers him. He takes it off, shoves it in his pocket.

Then he sees something horrible atop that foothill--

ON THE CHURCH GROUNDS - a door opens... and Bruel emerges.

BACK TO FORD - Instant alarm:Ed's in trouble. Ford bolts up, grabbing his rifle and crutch, his foot unshod and bloody.

BACK TO BRUEL - He eyes the bodies of Kiebel, Kogan, Richt, Mueller, and he sighs. Then hepicks up the body of Kiebel...

...and carries it back inside the church. Just like that.

BACK TO FORD - hobbling past Chloe, toward the attic steps...

Ford descends noisily on his crutch - then emerges, Chloe right behind him. The Laurents turn.

He heads for the door. Marie-Elenamumbles something at him in accented English. Chloe reacts.

Ford nods "Thanks". Marie-Elena nods back. He steps outside.

Keeping his eyes on that church, he crutches his way across the square - aiming for Lesner's barn... as:

Boyce awakens in this huge space. Looks around, disoriented.

He's on an OPERATING TABLE -his hands and feet tied to its legs. A nearby SURGICAL TRAY bears a SCALPEL and SYRINGES.

Around him are theVillager-Creatures, tied to their beds, black tar being pumped through their veins by Autojectors--

...black blood draining from them into bottles on the floor.

Bed #3 remains toppled over, its patient still tied to it.

The 25 GERMANS remain on their granite slabs across the lab.

The GAS STOVE is on again, black blood boiling in a vial.

Rosenfeld's bed is beside Boyce's. Their eyes meet. Then, a BANGING SOUND. Boyce turns:

It's Bruel, using a MALLET to crushTWO US-ARMY DETONATORS. Shit. Bruel drops the mallet and turns, twitching slightly - his eyes on Boyce... Then Bruel grabs a SYRINGE.

Boyce braces himself. Bruel finds a VEIN in Boyce's arm. In goes the needle... Bruel drawing blood, as:

Their eyes meet. Bruel's English is surprisingly unaccented.

Again, no reply. Bruel produces the SS DEATH'S-HEAD DAGGER that Boyce found on the ramp, eyeing it fondly. Shit.

Boyce just stares. We DRIFT DOWN to find hisright wrist, tied to that table-leg. There's a tiny bit of play in the knot. So Boyce wiggles it, as invisibly as possible, while:

He studies Boyce for a reaction. None. Then he grabs a CRANIOMETER (standard German phrenology instrument), and begins to measure Boyce's skull with it, as:

At last, a response. Bruel breathes out a grin.

He tears Boyce's t-shirt away, lights his cigarette lighter.

He puts the blade of the SS dagger into the flame.

The DAGGER glows red. Boyce tries not to react. Impossible.

Boyce prays for strength. Bruel grabs the CROSS hanging around Boyce's neck and YANKS IT FREE, tossing it away.

He PRESSES THE RED-HOT BLADE FLAT ONTO BOYCE'S BELLY. Boyce howls - the pain unimaginable...

Boyce keeps praying, but Bruel does it again, red-hot steel onto bare flesh. Rosenfeld cringing at the sight...

Boyce in sheer agony, aching, crying... but he isn'ttalking.

Behind Bruel, that POT BOILS OVER. He turns, irritated, then hurries toward it - giving Boyce a brief reprieve.

At the stove, Bruel pulls the vial of black BLOOD from the boiling water. Then draws the blood into a SYRINGE.

Ten feet away, Boycebegins to work the rope again. Urgently.

Bruel, his syringe full now, turns.

Boyce moans loudly, as if delirious with pain.

Bruel, pleased, carries the syringe - not toward Boyce but instead toward one of those dead Boxer-Wearers on the slabs; this guy's name is/was SCHERZER.

Boyce goes back to work, struggling to loosen the rope, as:

Bruel injects the hot bloodinto Scherzer's HEART.

Boyce keeps working on the rope... Almost there...

Bruel finishes the injection on Scherzer. Turns.

...Boyce's hand isn't free yet.Rosenfeld sees that, so:

Bruel pauses as if he'd misheard.

Bruel approaches Rosenfeld. Mutual, utter contempt.

...which allows Boyce to keep working his wrist urgently, as:

Bruel backhands Rosenfeld across the face - just as Boyce's hand comes free. Rosenfeld keeps at it:

Bruel slugs him, hard - then turns to face Boyce... who continues to writhe as if delirious.

Bruel stands over him... and draws that SS DAGGER again.

...which is when Bruel notices an oddity - something's missing from the surgical tray - one ITEM, gone.

--but just as Bruel realizes it, BOYCE STRIKES in a BLUR - JAMMING THAT SCALPEL into Bruel's neck. Bruel falls, gasping.

Boyce frees his other hand. Sits up, frees his legs, grabs his RIFLE and fires a bullet into Bruel's chest.

Rosenfeld shakes his head. Shit. There isn't much time.

INTERCUT WITH/INT. LESNER BARN - RESUMING

Ford enters the LESNER BARN. There's her TRUCK. He advances--

...and is immediately CLUBBED FROM BEHIND by a SHOVEL. He staggers, falls, turns...

Evy Lesner stands here, gruesome face and all. She grabs Ford's RIFLE, points it at him.

--IN THE LAB - Boyce hurries to the LAST CABINET in a row.

It's locked. He knocks the lock off with his rifle-butt. Inside, the four Tetrytol blocks. He grabs them, turns.

On that STOVE: vials, more SYRINGES. He heads over--

--BACK TO THE BARN - Ford struggles to his feet, supported by that crutch. Lesner, rifle ready, hisses at him in French--

Lesner eyes him with contempt. He reaches into his pocket.

He offers his spare BAR of it to her. She lowers the rifle.

Then she FIRES IT - right into Ford's bad ankle.

BACK TO BOYCE - At the stove. He hears the shot; it snaps his head around.

BACK TO FORD - He drops to the ground, his leg a rag-doll.

BACK TO BOYCE - panicked, he runs to Rosenfeld.

Rosenfeld can't move. Boyce grabs him in a FIREMAN'S CARRY, and heads out, moving right past those GRANITE SLABS.

On SLAB #1 is Scherzer, recipient of the hot-blood injection.

He just blinked.

BACK TO FORD - on his back. Lesner drifts over, reaches for his TRENCH-KNIFE, taking her eyes off Ford for just a second--

Big mistake. He grabs her hair and yanks her to the ground...

That fast it's an ugly, feralwrestling match. Her BLACKENED FINGERS clawing at him. Hair is grabbed, faces gouged. He loosens her grip on the rifle and tosses it away... as:

Boyce carries Rosenfeld through. Up ahead is the BACK DOOR that he blew open with that grenade. He heads toward it...

BACK TO THE BARN - Ford and Lesner struggle on the floor like animals. Gouging, scratching, smothering, gasping...

INTERCUT WITH/EXT. BEHIND THE CHURCH - YARD - SAME

Boyce crosses the grounds, bearing Rosenfeld.

BACK TO THE BARN - A primal struggle. Lesner rolls on top of Ford, her hand under his chin, trying to snap his neck. Ford's trying to snap hers. Both of them panting.

Eyes locked, the sounds guttural. He's stronger, but she's got leverage on her side - gravity too. She growls as--

...a single liquid SNAP...

And Lesner's body sags on top of Ford's. Neck broken.

INTERCUT WITH/EXT. CHURCH - FRONT GATE - SAME

Boyce heads down the foothill, carrying Rosenfeld.

BACK TO THE BARN - Ford pushes Lesner's twisted body away. It tumbles off of him like a mannequin. He tears her SHIRT off to tourniquet his gushing leg, as we:

INTERCUT WITH/EXT. CIELBLANC - TOWN SQUARE - SAME

Boyce reaches the square, unaware that Ford's in the barn.

BACK TO FORD - He crawls to his CRUTCH, gets to his feet, gathers his rifle, then to the barn door - in time to see:

--BOYCE, lugging Rosenfeld into the Laurent home.

BACK TO FORD - He hears a NOISE behind him - turns... andhis jaw drops - utter shock and horror.

...as Lesner's body startsdecaying, right before his eyes.

Her SKIN-BLISTERS begin to BUBBLE, as if CORRODING from the inside. A SOUND comes from her, like a hissed death-rattle, spitting out of her lungs. The CORROSION continues--

...eating not just her face now but every inch of her legs, her torso, her neck - they all decay, with Ford bearing witness - a sizzling sound as the flesh gives way...

Soon she looks like a piece of burned paper. Then she's mere ASH inside clothing...

Ford is awed, afraid. But he swallows it all.

Boyce enters, lays Rosenfeld across the Dining Table.

No reply from the attic. But Chloe emerges from her room:

She nods. He hurries to the attic steps:

Ford hobbles through the empty Square, to the Laurent home. The sounds of D-DAY thumping in the distance...

Boyce moves to the door, adrenaline rocketing through him.

He throws it open, just as Ford hobbles in. Instant relief:

They study one another, Ford all-business.

That sounded angry. Truth is, Ford's just reeling.

That hurt, but Boyce doesn't fire back. He can't. Instead he just heads up the attic steps.

Boyce arrives, pulls out the SYRINGE he took from the lab - and a vial of BLACK BLOOD. He thrusts them at Wafner.

Again, no reply. Boyce, rattled, puts a GUN to his head.

Pretty aggressive move. Ford and Chloe appear at the top of the steps. They haven't seen this side of Boyce before.

Yes, Boyce knows - but he's silent. Wafner grins...

Wafner smiles a knowing smile. Ford eyes him...

Wafner enjoying every second of this--

That lands with a THUD. Boyce and Ford silent...

A beat... trying to digest the idea. It goes down hard...

All eyes on Chloe. She looks as lost as they are...

Silence - Ford and Boyce still processing all this...

Boyce shakes his head. Ford just smoldering...

Huh? Ford grabs his TRENCH-KNIFE and approaches Wafner.

...whose smile suddenly VANISHES - just realized:This guy's about to kill me!He's right. Ford hobbles past Chloe, as--

THWUMP! Ford jams the dagger deep into Wafner's CHEST.

Silence hangs. Boyce can't fucking believe it.

Wafner's not breathing. Chloe and Boyceshocked--

Ford puts his head to Wafner's chest. Wafner's dead. Ford reaches for the SYRINGE. Boyce hands it over, speechless, as:

He fills it with BLACK BLOOD from the vial. Boyce dazed:

Ford jams it into Wafner's heart, hits the plunger... and nothing happens. A long beat. Wafner's just dead...

Then a SHOCK: WAFNER'S EYES FLY OPEN. HIS HEAD POPS UP. HIS CHEST EXPANDS. The blood from his wounds suddenly BLACK--

He just RE-SET TO THE EXACT MOMENT BEFORE HE WAS KILLED. Otherwise, he's okay. Breathing. Alive.

Boyce and Ford stare at each other in silence, awestruck. Ford - first time ever - doesn't know what to say. Chloe too.

Ford just shakes his head...

...as Wafner sees the KNIFE in his chest, the BLACK BLOOD around it... and the syringe in Ford's hand.

And an awful realization hits.I was dead. He eyes Ford--

Wafner YANKS A HAND FREE, pulls the dagger from his chest, cuts his ROPES LOOSE - and RISES, his eyes murderous.

Every part of Boyce tensing. Wafner turns to them--

...as Wafner starts toward Ford--

Wafner smiles... then charges Ford - pushing Chloe aside--

In a blur, Ford fires at him - BANG, in the arm.

Great... except Wafner keeps coming. Unaffected. Unharmed.

And the BLOOD spurting from his arm is now asBLACK AS PITCH.

Huh? Chloe screams. Boyce looks to Ford.

Ford FIRES AGAIN. Hits Wafner in the CHEST. MoreBLACK BLOOD.

And STILL NO EFFECT -Wafner just as shocked by all this as they are. Boyce swings that CHAIR at Wafner, striking him over the head with it. It shatters. Again, he's unaffected.

So Ford SHOOTS HIM IN THE HEAD. That oughtta do it...

But the wound bleeds BLACK. And Wafner, after a pause, shakes it off and keeps coming. Somehow.

He starts RANTING now, in German. We don't understand a word of it but it sounds like something from a nazi rally.

Boyce, dazed, looks at that SYRINGE on the floor... and he and Ford both come to the same horrible conclusion:

They've just turned this German into something unkillable.

And what he wants... is Chloe. In an ugly way. He grabs her, throws her over his shoulder.

Boyce jumps in Wafner's path, tries to pull Chloe away--

Wafner BULLS FORWARD, using Chloe like shoulder-pads, into Boyce. And there'snothing behind Boyce but those STAIRS.

Boyce goes flying - tumbling - landing hard at the base of the attic steps.

Ford gets to his feet. Wafner kicks him, knocking him down.

...and carries Chloedown those steps. She's shrieking, "MAMA!!!" And grabbing at the railing on each side of her, trying to slow him down. Can't be done.

Ford scrambles to get another clean shot - his eyes meeting Chloe. He can't fire again without hitting her.

Boyce, at the base of the steps, sees Wafner coming, draws his SIDE-ARM, fires THREE SHOTS into Wafner's belly.

BLACK BLOOD oozes from Wafner's gut. A mere annoyance. He steps OVER Boyce, heading for the door. Chloe screaming.

Rosenfeld reaches for a sidearm - but doesn't have one.

The rest of Chloe's family emerges now - to see Wafner head for the door. Chloe screaming. Boyce gets to his feet.

--Ford thumping his way down the stairs--

Wafner reaches the door, opens it. An insane moment. He carries her away, Chloe screaming:

MARIE-ELENA/PAUL Chloe!!!

Into the Square, her voice ringing in our ears, sheer terror.

Ford hits the last step - but too late - Chloe's family in tatters, her SCREAMS still audible. Then:

CRASH - a German grenade (called a "POTATO-MASHER") is tossed by Wafner through the window.

Boyce scrambles for it--

--as Ford dives on top of Paul.

--and Rosenfeld hits the deck.

Boyce tosses it out of the room- it EXPLODES - loud. Destructive. But no one's hit.

Boyce rushes to the window. Wafner is halfway up the hill.

And here we are, in a house that's seen a grenade explosion and an abduction. Pure shock. Boyce and Ford trade a look.

Ford considers that... Then:

D-Day pounding. They head for the door, Ford on his crutch...

That had some edge. He nears the door. Boyce follows...

Boyce and Ford emerge from behind a barn. They're just about to approach the PASTURE - when Boyce STOPS Ford.

Ford nods, thanks. We CRANE UP, Boyce leading a hobbled Ford through this mine-ridden PASTURE, toward that foothill...

The church sits atop it. The guns of D-Day pounding. Then:

Boyce and Ford stand where Boyce stood last night: at the top of the EARTHEN RAMP leading into the FOOTHILL itself. The BLAST-DOORS are open. Boyce eyes them...

Ford grins, about to march - whenBoyce gags involuntarily - just barely stopped himself from vomiting. Ford eyes him.

That came out before Ford could stop it. Now it hovers...

They descend down the ramp, toward DARKNESS.

...crossing under the ANCIENT RUNIC SYMBOLS and the SWASTIKA. One last look at the symbols, wondering what they mean. Then Ford and Boyce vanish into the pitch of the Cavern...

It's big. First thing we see down here is a burned-out TRUCK, the one that carried in all those German bodies.

Beside it we find TWO CHARRED CORPSES. It's hard to say for sure, but one of them looks it was once a German soldier. The other looks like it might've been Penner. Gruesome.

Ford and Boyce move around a corner... to find:

A DERRICK, pumping something from a BIG HOLE IN THE GROUND.

A HOSE from the derrick is connected to a large BARREL, which is OVERFLOWING with a thick black substance. Tar.

Trouble is, there's a GERMAN standing beside the derrick--

It's Scherzer, the guy who received the injection from Bruel. Scherzer's still in his white boxers, his back to us,staring down into the HOLE from which that derrick is pumping...

There's a GAPING WOUND across his back. Clearly, it's what killed him. But he's alive now, the BLOOD from that wound a calcified black. So how do we kill him???

Boyce and Ford trade a silent look. Boyce raises his rifle, aiming... but Ford stops him with a silent headshake. There's no point in trying to shoot this guy.

Then Ford sees it... affixed to a wall:

The FIRE HOSE. Boyce saw it used last night. Ford crutches toward it. Boyce follows. The hose is coiled around a WHEEL.

Boyce starts to UNCOIL IT. It squeaks, LOUD. He stops.

Scherzer, twenty feet away, doesn't turn - just staring into whatever is down there, obviously unsettled.

Ford moves to the FAUCET - a red knob. He indicates to Boyce, "When I turn this knob, you start RUNNING TO UNCOIL THE HOSE." Boyce nods.

A moment, their eyes locked, then--

FORD TURNS THE RED KNOB - loud and squeaky.

Scherzer turns at the sound--

Boyce starts running at him with the hose.

Scherzer reaching for his RIFLE.

Ford turning the knob harder - full blast.

The hose UNCOILING off the wheel as fast as Boyce can run.

WATER EXPLODING OUT OF THE NOZZLE - too hard - the burst actually knocking Boyce off his feet.

Scherzer grabs the rifle, turns to fire, YELLING--

...as Boyce gets to one knee, aiming the hose, and...

BAM - it hits Scherzer in the chest - just as he FIRES.

BANG - the bullet hitting a JUNCTION BOX a foot to Ford's left. Instantly, the POWER GOES OUT.

And Scherzer is knocked off his feet, right into:

...the HOLE IN THE GROUND beside the derrick. Gone.

A beat. Ford turns the water off. Boyce lowers the hose.

And they move in, cautiously, toward the edge of the hole. Ford crutching his way there... Then he looks down to see--

...a POOL OF BLACK GUNK below. Scherzer's HAND sticking out.

A beat... Then Ford takes out his father's ZIPPO, lights it... and holds the flame to that overflowing barrel.

That fast, the TAR in the barrel IGNITES, highly flammable. The flames dance across that HOSE, through the DERRICK, then down into the hole just as--

JUMP-SCARE: Scherzer reaches up out of the tar - gasping.

But the tar-pool ignites- a MASSIVE WALL OF FLAME ERUPTING FROM IT, knocking Boyce and Ford on their asses. The FLAMES ROAR OUT... then suck back down again.

Boyce and Ford crawl to the hole, look down - the CHARRED REMAINS OF SCHERZER seared into place among the flames.

Boyce rises, offers his hand -just like Ford pulled Boyce onto that C-47 last night. Ford takes the hand, as--

A STAIRWELL DOOR OPENS, ten feet away. Here's Kiebel, another guy we killed once before - checking on that JUNCTION BOX--

But he sees Boyce, and Ford, and the FIRE.

And he charges them - unarmed but roaring--

Boyce and Ford FIRE THEIR RIFLES out of instinct. It doesn't make a dent. Black blood spurting from his wounds, Kiebel barrels into them both.

Ford falls hard. Boyce and Kiebel tumble together to the cavern floor, RIGHT BY THE SURGING FLAMES.

Kiebel's on top of Boyce in a hurry, hands around Boyce's throat - trying to choke him out. Boyce can't stop him - the Nazi is undead and way too strong. The heat is scorching...

Ford jumps on Kiebel's back, grabs Kiebel's head, pulling hard as Boyce gasps for breath. Ford TUGS. We hear that same single liquid SNAP we heard from Lesner when her neck broke.

...except Kiebel doesn't stop. With his HEAD now dangling at an unnatural angle, he keeps strangling Boyce.

Ford, no choice, SLITS KIEBEL'S THROAT... Now black blood gushes from it onto Boyce.

And STILL KIEBEL DOESN'T STOP. He's a monster, literally - his grip on Boyce's throat unrelenting. Barking in German.

Ford, no moves left, pulls out his SIDE-ARM and fires it right into Kiebel's right WRIST. The bone shatters. Then the LEFT WRIST. That bone shatters too.

His grip on Boyce loosens. Boyce sucks in a breath. Then one huge burst of energy - pushing Kiebel away and--

...toward the edge of that hole, into the FLAMES.

Kiebel's CLOTHES ignite. One MORE PUSH from Boyce and--

Kiebel vanishes down the hole,SCREECHING as he falls.

And it's over. Ford and Boyce eye one another - Boyce now drenched in the black blood of a dead Nazi.

Boyce, soaked in black, just eyes him--

Boyce nods. Ford follows him to the stairwell door.

They climb in darkness (the LIGHT BULB in here now useless). Ford struggling up the steps.

They reach the DOOR leading to the basement. Boyce nudges it open with the tip of his rifle, revealing:

We were here before. But now none of the LIGHTS are working.

Rooms to our right and left. All dark now. Boyce is about to step into the hallway when--

A FLASHLIGHT BEAM whips past his nose. He moves back.

...to find Wafner hurrying past this door - heading AWAY from the LAB. No sign of Chloe. Wafner vanishes down the hall...

Boyce follows. Ford stops him. And this is in WHISPERS:

That landed. Boyce nods... then:

They step into the dark HALLWAY, toward the LAB. Boyce nudges open the door to the ARMORY - pointing it out to Ford.

Ford silently leans in, turns on his FLASHLIGHT--

Boyce alone in the hallway now, his head on a swivel--

Ford returns, bearing SIX GERMAN POTATO MASHERS. Gives three to Boyce, pockets three for himself. They continue along--

...to the LAB DOOR. Boyce nudges it open.

BLACK. Boyce and Ford stay low. Boyce shines his FLASHLIGHT into the space - illuminating it for Ford in brief bursts:

The creature/villagers, tied to their beds. The autojectors. The CONCRETE SLABS where those 25 DEAD GERMANS WERE--

Whoops. FIVE OF THE SLABS ARE UNOCCUPIED...

Boyce reacts, instantly shining his flashlight on the spot where he left Bruel's BODY.Bruel isn't there anymore.

He heads for the back wall - Boyce watching.

Boyce eyes the Villager-Subjects. Heads toward them--

Ford heads for the BACK WALL,passing by that SEVERED DOG- HEAD, kept alive by the Autojector. He can't resist:

The head, of course, doesn't move.

Boyce begins to UNTIE THE CREATURE from Bed #1. A FEMALE, her face completely blistered-black. Boyce frees her hands.

She doesn't move. Maybe she can't. Maybe she's deaf. He unties her feet. Still no movement.

Ford, at the back wall, removes a TETRYTOL BLOCK from his trousers, fixes it on the wall.

Boyce moves to BED #2. A male, equally gruesome. Boyce starts to untie his wrists. The creature GROWLS like an animal. Boyce recoils a bit, but he finishes, then moves on.

BED #3 is still toppled on its side, its tortured inhabitant stuck there. Boyce moves nearer,untying the guy: a semi- human nightmare under all that blistered flesh.

Then, disaster: the LAB-DOOR OPENS. Two GERMAN SOLDIERS burst in. Boyce shuts his flashlight off. Ford too - but too late--

The GERMANS OPEN UP ON HIM, machine-gun fire.

Ford spins away, falling to the floor. The machine-gun fire continues, the Germans HOLLERING at him. (They were on those slabs an hour ago - dressed in their uniforms now).

Boyce drops - the Germans don't seem to know he's here.

They start moving in on Ford's position, firing continually. He doesn't return fire. These guys are SCREAMING.

Boyce, on hands and knees, scrambles toward them. He pulls a PIN on one of his POTATO MASHERS, slides it along the floor.

It blows up at the FEET of the Germans - but they DON'T STOP, still firing at Ford, shouting.

Now what? Boyce looks around, sees something, crawls to it--

There, those CEREMONIAL AXES, affixed to the wall. He gets to his feet, grabs one - the noise drowned out by the TORRENT of machine-gun fire. It lights up a corner of the room.

Ford scrambling to get away. Germans shouting--

Boyce hurrying to a position behind the Germans now.

Ford trying to crawl, but they're right on top of him.

...and they've just about spotted him, when--

THWACK - in the darkness - Boyce swinging that AXE, taking THE HEAD OFF OF GERMAN SOLDIER #1. It bounces to the floor.

GERMAN SOLDIER #2 turns - THWACK - Boyce swings again, hitting the guy's right wrist, severing the arm there. The German's RIGHT HAND, still clutching the rifle, falls.

He grabs for his SIDE-ARM, cursing Boyce loudly in German.

Boyce takes another swing. THWOP - severing the guy's LEFT HAND. Now this German is really angry - howling at Boyce.

Boyce moves in - the German unable to defend himself - Ford watching in semi-shock from a corner...

One last swing. Boyce beheads him. Down he goes. Two headless Nazis, side by side. Crisis over. Ford slightly awed by what he just witnessed. A moment... then:

Ford's way of saying, "Nice work." It mattered a lot.

Boyce nods, helps Ford to his feet--

As he does so, Ford slips something into Boyce's pocket, Boyce entirely unaware.

Then they notice: one of the two Nazi heads is still moving- twitching really - if only slightly. Ford sighs, Jesus... and brushes it aside. It bumps into a table leg.

Boyce nods numbly, heads out. We STAY HERE WITH FORD--

...making sure Boyce is gone. Then Ford lifts up his shirt.

And we learn that he's been GUT-SHOT, bleeding badly. He sags back, grabs his crutch,willing himself to the back wall.

...where he sets the last TETRYTOL BLOCKS then SPLICES their four wires while checking his watch.

His gut continues to bleed. He ignores it, wrapping those FOUR WIRES INTO ONE... then wrapping that ONE WIRE around the terminal of a GRENADE...

Boyce emerges from the stairwell into the hallway, axe in hand... Again, not a sound. No one here. He enters:

Rows of EMPTY PEWS. Boyce enters... Silence.

Then, a SOUND - the sobs of a girl- coming from somewhere ABOVE him. Boyce turns, looks up:

A BALCONY. The voice seems to be coming from a LOGE BOX up there. Yet we can't see Chloe.

...but we can see Wafner, entering the loge box, talking in German, a wicked smile on his face. Someone's at his feet, out of our view. Wafner takes his belt off--

Boyce wants to shoot the guy from here but there's no point. Instead, Boyce slinks across the sanctuary - to a set of STAIRS that will lead to the balcony... We RETURN TO:

Ford piles up FLAMMABLES in the center of the lab: SHEETS, etc., a big mound. He rips the NAZI FLAG off the wall, tosses it on the pile. It's stained with his blood now.

He douses the pile with RUBBING ALCOHOL. But--

--hold it. We just saw a SHADOW drift across the floor. Ford's unaware of it...

Boyce reaches the Balcony. From here he can see--

Wafner, his back to us, unzipping his trousers... and Chloe, flat on her back, handcuffed to a railing. Crying. Wafner mocks her in German, unmoved by her cries for mercy.

Boyce moves in. This'll be easy; Wafner's a clean target.

Boyce drifts closer. Wafner beginning to lower himself on top of Chloe - his voice continuing to pour German filth into her ears. Chloe crying, begging him to stop.

Then she sees Boyce, standing over Wafner. Thank God. Boyce lifts that AXE over his head. Wafner still unaware, when--

BANG - a shot fired from the SANCTUARY FLOOR below, knocking the axe from Boyce's hand--

Then TWO MORE SHOTS -- Boyce HIT in the SHOULDER. He drops down on his belly.

Wafner springs up now, half-dressed. Looks over the railing.

Kogan is down here, blasting away. Shouting at Wafner and pointing: there's an AMERICAN five feet from you!

Now Wafner turns, sees Boyce. Wafner infuriated, coming at him. The axe is out of Boyce's grasp, and his SHOULDER is bleeding. Chloe terrified - Boyce too. Wafner five feet away.

Boyce has a SIDE-ARM, but what good is it? Here comes Wafner - unkillable and angry. Fuck. He's about to strike--

Then Boyce gets an idea. He FIRES at Wafner's left eye.

BINGO. Wafner one-eyed now. Boyce fires at his right eye.

BINGO. Wafner blinded now, cursing Boyce loudly. Boyce gets to his feet. Wafner still coming. Boyce plows into the guy, that SHOULDER screaming in pain. But Boyce keeps CHARGING--

...like a crazed linebacker, pile-driving the now-blind Wafner over the balcony railing--

Down, down... Wafner lands hard on the Sanctuary floor. He's still alive - but he's been neutralized for a moment.

Kogan hasn't. He starts FIRING at Boyce again.

Boyce drops down out of sight, a foot from Chloe. Their eyes meeting. He pulls the pin on a GRENADE. Then a second one.

Tosses the first from his perch... then tosses the second.

They arc lazily on their way down toward Kogan - who SCREAMS AT THEM. But just before they reach him--

BANG BANG. He fires - hitting them both in mid-air. TWO INSTANTANEOUS EXPLOSIONS, tearing up a portion of his face and ripping one of his hands off.

But it's not enough to kill or stop him. Dazed, he reaches for his rifle, which he has to pry from his amputated hand.

BOYCE - IN THE BALCONY - knows he has to move fast.

Chloe turns her head. He swings the axe at the CHAIN cuffing her wrist to the railing -just as Chloe squirms.

He misses her face by half an inch. Misses the CHAIN too.

She stiffens. He swings the axe. Her eyes squeezed SHUT.

With a SPARK, the chain breaks--

But just then - BANG BANG BANG -

Kogan firing up at them with his one remaining hand. Wafner firing too although BLIND - bullets everywhere. Madness.

He grabs Chloe, pulls her along the railing, ducking gunfire. All he's got is that AXE. She follows him into:

With Wafner and Kogan still howling, firing--

...Boyce pulls Chloe toward the STAIRWELL DOOR. He tosses another GRENADE over his shoulder. It skitters past them -

A loud BOOM - ineffectual.

Ford has set the CHARGES and piled the FLAMMABLES. Now, weak from blood loss, he eyes that GAS STOVE... and crosses to it.

...just enough strength to get there, barely. He yanks its MAIN LINE from the wall. Gas HISSING out now. He checks his watch again, his back turned to the rest of the lab, then--

He staggers forward, finally losing consciousness - as:

ACROSS THE LAB - Bruel emerges from shadow. We RETURN TO:

Boyce and Chloe burst in, racing down the steps. A DOOR OPENS one flight above them - Kogan leading the sightless Wafner into this stairwell. STILL FIRING, shouting--

Boyce leads Chloe out of the stairwell into--

They emerge into the hallway, but - COMING AT THEM from 20 yards away - Mueller and Richt, reaching for their rifles--

Boyce and Chloe can't turn back - they've got Kogan and Wafner behind them.

So we're TRAPPED. Mueller and Richt start FIRING. Boyce grabs Chloe's hand, leads her into the first reachable DOOR:

Boyce shuts the door, leaving us in DARKNESS. Turns on his flashlight - illuminating all these RIFLES, useless to us.

He grabs one of those lockers, pushes it up against the door as a barricade. Chloe holding up the flashlight for him.

THUDS come from the other side of the door - four undead Nazis trying to get in. Chloe terrified. Boyce backing up against the locker to hold it.

A BIGGER THUD - the door starting to give way. It jars the locker enough for the LOCKER DOORS to swing open. Things falling out now. The Nazis pounding away.

Boyce tries to hold them back... but all four of these monsters are now pushing on that door.

More ITEMS fall from the locker now, landing at Boyce's feet.

One gets his attention - giving him an idea...

She moves to the corner. Boyce moves AWAY FROM THE LOCKER, backing up against the wall, in darkness. He grabs the flashlight from her, turns it off, as--

ONE LAST PUSH FROM THE NAZIS - the door bursts in.

The LOCKER falls to the ground, slamming at Boyce's feet.

And here they come - all four of them; Boyce has justlet them in. Here's why:

He now has PENNER'S FLAMETHROWER, the "Hitler Hunter"--

And he opens up with it, a spray of FLAME, illuminating the armory as it finds these four charging Nazis.

Kogan, Richt, Mueller, Wafner - all of them engulfed. The heat unbearable. Chloe screaming. The Nazis shrieking, hissing. Their RIFLES FIRING.

Kogan and Wafner drop and roll. Boyce douses them again.

Mueller staggers into a wall, then to the ground. Richt runs down the hall, screeching.

Boyce grabs Chloe's hand, leads her out.

Flame everywhere, the Nazis burning noisily. Boyce douses Richt again. Richt drops. All good... until:

Here come TWO MORE NAZIS, emerging from the stairwell.

Boyce douses them. They catch fire... but we hear a CLICK.

Hitler Hunter is empty. Andthese guys aren't fully engulfed.

Boyce charges them with his BAYONET, drives it through both of them, then uses it to plow them into that ARMORY. They're burning too badly to defend themselves.

He tosses a GRENADE in there, shuts the door behind him.

BOOM - a HUGE EXPLOSION from inside the armory sends the door rocketing out at us. But it did the job.

He eyes Chloe - roasting bodies smoking all around them.

End of argument. She turns to go. He opens the lab-door...

And a SHOCK suddenly appears at his feet--

It's that CREATURE/VILLAGER from Bed #3. Poor bastard must have dragged himself all the way to this door. Now he lies here, spent, barely alive, barely human.

And Chloe just stares, speechless. She's never seen anything like this guy before - every inch of him diseased and black.

Worse, his crazed eyes seem to be staringright at her... as:

Her jaw drops, just saw something IMPOSSIBLE. She SCREAMS.

Boyce pauses - maybe he heard wrong. Nope, that's what she said. He studies the face of the creature at their feet... and he sees it. This, once, was Alain Laurent.

Chloe devastated, horrified, grateful - all at once.

Just then, a NOISE IN THE LAB reminds Boyce of his duty. He bends down, grabs the Alain-Creature by the arms, drags him out of the doorway, as:

She doesn't reply - and he doesn't have time to argue. He disappears into the lab, closing the door behind him.

Boyce stands in DARKNESS. His instincts freeze him.

There's no answer from the darkness. He tries again:

Again, no answer. Just a SOUND... a HISSING. Boyce turns on his FLASHLIGHT, tracking the sound to:

That STOVE. Its main line sending GAS VAPOR into the air. Boyce can smell it. Then his flashlight BEAM finds--

That pile of FLAMMABLES in the center of the room, sheets, pillows, a Nazi flag, all doused with Rubbing Alcohol...

Ford's VOICE, at last. Boyce whips the beam toward it--

...and he freezes, his blood just congealing--

Here's Ford - sitting on an exam table. BLACK BLOOD now spilling from the wound on his BELLY.

Beside him is Dr. Bruel.Alive - a SYRINGE in his hand. He drops it to the floor.

Boyce can't breathe. Or blink. Utterly stupified.

Wait. That didn't sound like Ford; it had an ugliness to it. He hops off that table and starts toward us -walking on a shattered ankle, impervious to pain.

And his RIFLE is slung, aimedright at us.

Ford keeps coming.How is he walking on a shattered ankle? Bruel, behind him, watches with a sadistic delight. Boyce eyes the black blood on Ford's shirt - hoping he's wrong...

Ford keeps coming, no light in his eyes. It's like he's turned into someone else - maybe just a darker version of himself. But Boyce just can't, or won't, accept that yet.

Now it's official.Ford is not Ford anymore. Boyce reeling.

BANG. Ford fires at him. Just missing. Boyce spins away, horrified, dropping the flashlight. DARKNESS now.

He stumbles back, knocks over a beaker. Ford FIRES at the sound. BANG. A spark-missile in the blackness.

That hurt, but before Boyce can address it - BANG. ANOTHER SHOT. Boyce diving out of the way. His own personal Hell -a hateful Ford trying to kill him.

BANG. Up ahead, a SECOND DOOR. Boyce moving toward it. He gets to the door. IT'S LOCKED. Won't budge. BANG. Another shot, this one nicking his hand.

BANG. Another shot, this one grazing Boyce's ear.

Ford, a foot away, pulls the trigger again. CLICK.Out of ammo. Annoyed, he tosses the rifle... but he keeps coming...

Boyce backing away. Ford bearing down. GAS hissing from the stove. Boyce holds his rifle like an OAR, ready to strike--

He butt-ends Ford across the jaw with his rifle. It scrambles the wires in Ford's brain enough to slow him for a second.

But Ford keeps coming. Boyce BASHES HIM again - this time breaking Ford's JAW. Black blood spurting--

Ford keeps coming. Boyce, crying now, bashes him again - this time breaking Ford'sorbital bone...

Still, Ford doesn't stop. Boyce swings that rifle like a BASEBALL BAT - right into the side of Ford's skull. CRACK.

Ford grins, black blood on his teeth, his jaw now set at an unnatural angle - completely gruesome.

They reach that MOUND OF FLAMMABLES now, not far from the GAS- HISSING STOVE. Their eyes locked.

Ford nods calmly... then bends down, grabs something off that pile of alcohol-soaked flammables, and holds it out to Boyce:

His GRENADE... wired to the DET-CORDS of the TETRYTOL BLOCKS.

Hold it. Time just stopped.

Bruel drifts over, amused... The hissing of that leaking GAS suddenly sounds THUNDEROUS. Ford's smile is creepy as hell, his teeth cracked and blackened. And Boyce is speechless.

He can complete the mission - but it'll cost him his life.

Their eyes lock. Madness around them. Bruel starts to chuckle... And Boyce decides--

He pulls the pin.

Then holds it up defiantly for Ford to see. This is it.

Ford's surprised, impressed. Bruel isterrified. He starts to run away.

Ford grabs Bruel by the collar, preventing him from leaving.

Ford throws him to the ground, puts a boot on Bruel's chest.

...as the seconds tick down. Boyce not running - not even shutting his eyes.

They're going to die. Right now. 3, 2, 1...

...but nothing happens. No explosion. Boyce deeply thrown...

The grenade was a fucking DUD.

Bruel opens his eyes, surprised as hell. Boyce's eyes never stray from Ford, who looks completely confused.

No reply. Then, above them, a loud TICK. They look up--

It's a CLOCK - just struck 9 A.M.

That, somehow, got Ford's attention. Boyce can see it.

And something CLICKS in the back of Ford's brain. A memory, a flicker of the human being he used to be, just minutes ago--

He reaches into a pocket, removes his father's charred Zippo.

Boyce reacts - his eyes going wide - but:

Ford flicks open the lighter. All he has to do is spark it and this entire LAB will blow. That GAS hissing...

Boyce takes off, heading for the door.

Bruel gets the idea.

Ford puts his boot on Bruel's THROAT now...

Boyce, in a dead sprint, races into that STAIRWELL.

He enters, finds Chloe trying to drag the near-lifeless body of her father up the stairs. Boycedives on them both, to shelter them, as:

Ford eyes that Zippo... Then:

He SPARKS IT UP - one little charge in all this GAS, and--

BOOOOOOM! A MASSIVE EXPLOSION knocks us sideways. The air itself seems to RIP IN HALF. All those CHARGES DETONATING.

FIRE EVERYWHERE, Ford and Bruel and all the tortured villagers instantly eviscerated, the WALLS CRACKING, as:

Fire ROARS into the hallway, WALLS FAILING here too.

It's like a massive EARTHQUAKE in here. Boyce trying to shelter Chloe and her father.

The FLOOR BUCKLES - this Sanctuary caving in.

The ceiling above us craters, rock and cement coming down like a waterfall, ONTO THE FLAMING DERRICK, crushing it--

The RADIO-JAMMING TOWER collapses in a heap...

Half of the Sanctuary collapses into this lab. The church barely standing. The fire doused by the sheer volume of dust and debris. It's all a BLUR, over in mere SECONDS...

Then... SILENCE. Just rubble and smoke and dust...

We drift through it. Concrete slabs turned over. Operating tables twisted in half, CHURCH PEWS upended.

...and a lonely, charred Zippo. Then:

Rubble, stone, steel, dust. Beneath the pile we find BOYCE, face down. He isn't moving. We DRIFT IN ON HIM, and...

FADE TO BLACK...

...over which, the sound of AIRPLANES. Lots of them. Fighters, bombers, an armada. Then we FADE UP again, on:

Boyce awakens, his ears filling with all that sound. He looks around. Nine hours have passed. He's in the LESNER BARN--

...which has now become a FIELD HOSPITAL. Around him, on cots, lie SEVEN WOUNDED SOLDIERS. We see I.V.'s, DOCTORS, the works. Lesner's TRUCK has been moved out.

And the U.S. Army, clearly, has moved in.

Boyce is shirtless. His shoulder's been bandaged, the burns on his abdomen field-dressed. He sits up, slowly...

Rosenfeld lies on a nearby cot. Grunauer is tending to him.

But there's no Ford, of course. And no Chloe. Boyce rises.

First few seconds on his feet are pretty wobbly. His knees want to give way, but he makes them stiffen. And everyone around here is too preoccupied to notice.

He takes a first halting step for the barn door - then notices something to his right, a STANDING CURTAIN, partitioning off one patient from the rest.

He hears a familiar voice behind it.Marie-Elena. Boyce moves to the curtain. Grunauer notices:

Boyce steps around the curtain, to find a BED:

Chloe is in it, wounded but alive, tended to by Marie-Elena. Paul sits in a corner.

She looks up, her eyes suddenly wet with tears. Boyce hurries to her side, feeling very lucky. He takes her hand.

Boyce breathes out a smile, Marie-Elena and Paul silent.

Grunauer, standing by the curtain. Boyce turns.

He turns to Chloe. She smiles bravely. Boyce gives her an assuring look, turns to go--

...inadvertently putting his hand in his pocket, surprised to find something there. He extracts it.

It's that WWI MEDAL... for VALOR.Ford's parting gift to him.

Boyce breathes out a sad smile, eyeing the medal, starts to hand it back to Chloe.

Chloe closes Boyce's hand around the medal...

She meant that, and it feels pretty good. So...

He kisses her. A big one. She gives into it. The kiss lingers - the OTHER G.I.'s in here watching the silhouette of it through the hospital curtain... until:

The kiss ends. Chloe beams; they've got a chance, these two.

Boyce nods. Grunauer tugs him away, leaving Chloe behind. They head back across the barn to Boyce's bed - a few G.I.'s now regarding Boyce as something of a celebrity...

They reach Boyce's cot.

Grunauer heads toward an AILING PATIENT. Boyce about to climb back into his cot. But first he looks around--

...at these seven G.I.'s, silent and tight, some badly- wounded, watching him. Rosenfeld too. Boyce regards them all.

Ford would've done something to help these men, no doubt about it. So, after a long beat:

The WOUNDED G.I.'s wait. Boyce looks troubled, serious. Then:

Instant laughs, from guys who could use one. Boyce sits, as we PULL BACK... out of this barn, to:

This tortured village is now held by the U.S. Army: men, vehicles, movement. The EVENING SKY is filled with planes, all ours, soaring overhead with impunity.

We drift through, as G.I.'s and vehicles cross our frame.

Then we CRANE UP to take inall of Cielblanc: 20 houses, an empty gallows, a church in ruins. And a very toppled tower.

One French village liberated, another few hundred to go. In the distance, the moon rises over the Normandy Coast. We...

FADE OUT...