"THE FACULTY" (1998)

The late afternoon sun beats down on a high school football stadium. It has a small town feel. Enclosed by a track court, it has metal bleachers on either side. The sun is still in full force.

Football practice is in progress. A whistle BLOWS. It comes from a large man, 40's. He can be seen standing on the sidelines. This is COACH WILLIS.

Coach Willis is a hardass. Big guy, early fifties. Sports a severe, leather- tanned face. He enjoys playing out his disgusted-reverse-psychology routine a little too much.

He kicks dirt at the players as they file passed him, disappearing inside the nearby gym. The Coach, now alone, moves to the side bench and begins to gather his things. He bags up his game book, clip board, towel and water when a SHADOW appears behind him. It moves towards him, blocking the sun. The Coach senses something, looks up...his face registers surprise. Annoyance too.

The SHADOW moves closer.

A large room. A table sits center with chairs around it. A couch and sitting chairs are off to the side. A teacher's private haven. Around the table, sit THREE TEACHERS in a heated discussion. MRS. OLSON, a petite shrunken woman in her late fifties. MRS. JONES, early fifties, robust and motherly. Pleasant most of the time. MR. TATE, tall, wiry, late forties. Breathes heavily as if he's constantly excited. A late night faculty meeting. The fourth person, leading the discussion is PRINCIPAL DRAKE. Mid forties. Stern but attractive with a tough sexiness about her.

The room goes silent. They stare at the Principal. This is so typical of her. Their expressions reveal it. Mr. Tate is ready to explode.

Principal Drake is a woman of steel. She approaches Mr. Tate, unflinching. She's had it for the night.

They sigh. She stands.

Major MOANS from the faculty. A petite and fragile woman in her fifties, MRS. OLSON, stands abruptly. Her face concerned.

The school is old and massive. An ageless tomb of red brick and tradition. A single light burns from within. FRONT ENTRANCE

Principal Drake and the others exit the front doors. Drake stops to lock the two old wooden doors that comprise the entrance. Mrs. Olson waits for her while the others say their goodnights.

Mrs. Olson is not amused. Principal Drake slides a thick chain and padlock through the two door handles for extra security. She starts to lock it but stops...

Mrs. Olson smiles, politely. Beaten. She heads down the front steps out of sight as Drake re-enters the building.

The school is dark and still. Moonlight from paned windows create the only light. Drake walks a short distance down a corridor, passing a long, wooden trophy case. She moves to a darkened doorway, HUMMING to herself.

She moves inside the room. Moonlight streams in guiding the way to...

A typical school office. A long counter divides the room creating a barrier between faculty and students. Drake pushes through the swinging gate to the other side, moving through the outer office, passing desks, out boxes, a PA system, arriving at...

Another darkened doorway. Drake enters it, hitting the light switch. A small and comfortable office. She moves to the desk and grabs her satchel, checking it's contents. CLANG!

A loud, obtrusive RATTLING stops Principal Drake cold. It ECHOES through her office. She lays her things down and moves to the CORRIDOR. Drake steps out into the passageway, looking up and down the hall. No one. Nothing. She returns to the... OUTER OFFICE

The swinging gate slowly rocks back and forth. Drake eyes it, but then quickly writes it off, refusing to let her mind run away with her. She moves back to her office, not noticing the shadow that bounces across her back.

Drake grabs a stack of papers and tosses them in her satchel, not seeing the FIGURE that is glimpsed, through the doorway, moving through the outer office. She CLICKS off the light as she exits. The room goes dark and Drake spins around to find Coach Willis standing in front of her. His face hangs low, his eyes concentrated. He CLEARS his throat. Drake hides any signs of being startled. It's not her way.

He says nothing. He just stares at her. His face sweaty, his lips slightly

parted...a bubble of spit emitting. Principal Drake grabs her bag, moving to

him.

He just stands there, blocking the Principal's exit.

His words are a bit staggered, his tone slightly off. Drake eyes him skeptically.

The coach takes a deep breath, completely out of sorts.

The coach is insistent. Drake rolls her eyes. Enough already.

Drake reaches behind her and grabs a pencil from a cup of pencils on her desk. She hands it to the coach.

The coach holds the pencil in his hand, studying it, admiring it.

The Principal moves to the doorway, squeezing past the Coach.

Suddenly, the coach is on Drake, lashing out at her. He grabs one of her wrists, wrenching it over so her palm faces up. Then, in one swift and expert move, drives the pencil through it.

Drake reels back, shocked more than pained. She looks down to her hand. The pencil sticks out the other side. Drake tries to pull free, but the Coach has a good hold of her. The Coach grabs hold of the pencil and pulls quickly, dislodging it from her hand. Drake SCREAMS. Her face terror stricken.

The Coach holds her hand up, staring at his handiwork, mesmerized by the blood. His face inquisitive.

Drake, thinking fast, grabs her purse with her good hand, swings it...striking the Coach in the face. He stumbles back, just enough for Drake to pull free. She takes off to the...

OUTER OFFICE ..dashing through, swerving around desks when the Coach catches up to her, grabbing her by the neck, shoving her... KASPLAT!!

He sends her CRASHING into the PA system. It CLICKS on...a SQUELCHING, DEAFENING BLAST permeates the entire school building. Drake wastes no time. She rockets down the hall to the...

FRONT DOORS

She yanks on them, opening them about an inch. Looking down, she sees the chain has been refixed, the padlock secured. Shit! Her keys are in her purse back in the office. She's trapped. Drake looks behind her. The coach stands in the office doorway. Drake floors it, running down a corridor, away from the coach.

The Principal comes upon another set of exit doors. They, too, are chained and padlocked. She BEATS on them madly, almost hysterical.

She floors it, moving on down the hall, clutching her bloody hand against her chest when she hears the Coach's voice echoing through the school via the PA system.

Drake races into a room. It's dark but clearly a science lab. The only light comes from the moon peering in through the windows that sit high in the wall along one side. Drake goes for them. She climbs up on the ledge and reaches for the window when...

COACH WILLIS

appears behind her. She turns just in time to see him lunge for her. She rears back and kicks him hard with her foot, connecting to his face. He flies back, falling to the floor. Drake jumps down from the ledge, sprawling across a desk. Drake eyes a pair of cutting scissors that sit in a bin on the desk. She grabs them up.

Principal Drake flies down the corridor, back towards the school office. Suddenly, she hears KNOCKING. She looks to the school entrance to see a figure standing at the front doors.

Drake races toward the doors as little Mrs. Olson comes into view, peering

through the door's glass window.

Drake throws herself against the door. It opens an inch, the chains holding it back.

Mrs. Olson sees the terrified look on Drake's face. And the scissors in her hand.She sees the blood dripping from the other.

Miss Drake looks behind her. The hallway is still empty. No sign of Coach Willis.

Drake is beyond frantic.

Drake is crying now. This once tough as nails woman has succumbed to a wet mess. Mrs. Olson is getting hysterical herself.

Principal Drake looks back to the corridor, towards the office door, then back down the hallway. The Coach is nowhere to be seen.

The Principal deliberates a moment. She's scared out of her mind.

The Principal speaks calmly, trying hard to take control of the situation.

The timid Mrs. Olson has been reduced to tears. She's petrified. She watches as Drake disappears into the darkness.

The Principal, armed with the scissors, inches down the hall towards the office door. She's literally petrified. Each step an eternity. She tries to hold a steady resolve. DOWN THE CORRIDOR

Drake tries to pull it together. She fights to hold a steady calm.

FROM THE FRONT DOORS

Mrs. Olson watches as Drake disappears in the darkness.

Drake enters reluctantly. Her eyes scour the room. He could be anywhere...

She sees her purse lying in her office doorway. She grabs it and takes off, flying back to the...

Drake races out the office door, pulling the keys from her purse when...

Drake looks to Mrs. Olson then back down the corridor where...

COACH WILLIS

stands, his silhouette framed in broken moonlight. Drake stands still, her feet frozen. A moment as their eyes seem to meet. A stand off. But then the Coach takes a step which sends Drake orbiting.

Drake tears down the hall to the front doors as the Coach chases after her. It's a race now.

Drake reaches the front door with her ring of keys. She fumbles with them. Mrs. Olson BEATS on the door.

Drake looks back to see him charging for her. She holds both keys and scissors. She panics, dropping the keys.

Drake scrambles for the keys. Grabs them, looking back to see...

COACH WILLIS

nearly on her. Drake finds the key, sliding it in the lock. It turns...falls open. She yanks on the chain, sliding it through the steel handles, throws the door open as the Coach reaches out...

Drake slides through the doors, then SLAMS it shut behind her.

Mrs. Olson takes her cue. She throws herself against the door while Principal Drake drags the chain back through the handles. She hooks the padlock just as...

BAM!

The Coach RAMS against the door, causing Drake to drop the scissors. She kicks them away before he can reach for them. The lock holds, trapping him in. Coach Willis BEATS against it wildly. Through the glass, his eyes meet Drake's. Pure evil. Drake smiles, The victor.

She turns to the little Mrs. Olson who stands wide-eyed. Principal Drake appears relieved until...

MRS. OLSON LUNGES AT HER. Her face wickedly evil. In her hands, she holds the long cutting shears. They strike fast and furious, ripping into Drake's neck, slicing the life out of her.

Principal Drake dies before she hits the ground. BLACKOUT!

From out of nowhere, words burn into the screen...

"THE FACULTY" A thundering...

ROLL MAIN CREDITS The morning sun is already in full force, beating down on a picturesque small town school. Old and charming. The perfect representation of everything good and true in midwest small town life. CLOSE ON the school sign that sits in front "WELCOME TO JEFFERSON HIGH! HOME OF THE FIGHTING PATRIOTS!"

STUDENTS are everywhere...coming, going--racing across campus. From every direction the CAMERA is assaulted by the students of Jefferson High. A car blaring ROCK MUSIC spins into the parking lot recklessly. It shoots by a driver's ed car causing it to SLAM on the brakes. The student driver in front freaks. The car comes to a halt in the parking lot. A tall leather clad guy with hellish good looks hops out. This is ZEKE. A second year senior. Troubled and aware. He moves around to the trunk, opens it up. There's a near empty box inside. He reaches in and grabs what looks like to be a handful of ink pens. He pockets them, moving on, passing by... A SCHOOL BUS pulls up and STUDENTS file out. A young boy, PACEY, emerges. Almost fifteen. Cute but still in the gawky stage. The kind of guy who watches his feet when he walks. He eyes the school. A look of pure dread splashes across his face when... BAM!

Out of nowhere, an elbow comes flying back into his face, nearly splintering his nose. He SLAMS back against the side of the bus. Blood pours as the timid Pacey takes a deep breath, resigning himself to his all too familiar role of school wuss.

A girl, 17, an elevated slacker type, dressed in NY Village black witnesses the incident. This is STOKELY. She watches as the asshole with the elbow takes off running and laughing. Stokely's an unapproachable cynic.

She travels on, her eyes going to the student parking lot where a two car

fenderbender has caused a fist fight between TWO GIRLS. They claw at each

other. Stokely, watching the spectacle, and not where she's going, runs DEAD SMACK into...

STAN

An incredibly handsome-studly-jock-JFK Jr. in the making-type of guy. He grabs hold of Stokely to keep her from falling over.

He leans into her, his blue ocean eyes piercing Stokely. She yanks away violently.

Stokely stampers off as the CAMERA HOLDS on Stan, his face confused.

He takes off, passing a BADASS SENIOR who's revealing a small hand gun to a coupla FRESHMAN. They smile, impressed. Stan spots someone across the way. The CAMERA FOLLOWS as he comes upon... A vivacious, sexy, frivolous, beauty queen, cheerleader, perky little Mary Hart- -bitch of a girl. She stands BERATING a YOUNG GUY with a camera.

She's the reporter for the school paper. Her PHOTOGRAPHER appears tortured. Stan approaches.

He tries to give her a kiss. She jerks away wildly. Her hand protecting her lips.

She leads her tortured cameraman off as Stan shakes his head in turmoil. He

marches on, his eyes going to a young FRESHMAN who's getting racked in

the balls by an UPPER CLASSMAN. The boy falls over in pain. It's Pacey.

The CAMERA FOLLOWS... A pretty young girl who walks by. Meet MARYBETH. A vision of sweet sixteen, southern debutante loveliness. Gorgeous with lots of hair that surrounds eyes full of spunk and fire. She stops a passing TATTOOED PIERCED GIRL.

Marybeth's accent is 100% Georgia thick. It pours from her lips. The tatooed pierced girl stares dead pan and points.

Marybeth takes off, charging into the school building, her wide-eyes taking in everything. A TEEN COUPLE BICKER down the hall.

The girl reaches over and SLAPS the boy. The boy doesn't miss a beat. He SLAPS her back. But she's ready...she SLAPS him back harder. Marybeth turns down another corridor, passing STUDENTS, TEACHERS...her eyes wander to...

ZEKE, who stands in a circle of YOUNG TWERPS. The CAMERA loses Marybeth and follows Zeke as he leads the twerps into the boy's bathroom. Inside, he takes one of the small Bic pens from his pocket, only the ink has been removed. It contains another substance.

The twerps pull their money out as Zeke hands over several Bic pens. The twerps, grab them, holding them up to their nostrils, SNORTING LOUDLY.

The pen's contents, a hack drug, takes hold of them quickly as they all start tweakin'. Zeke pockets the cash, smiling as the CAMERA RISES UP AND

OVER a bathroom stall to reveal...

Pacey, cowering alone in the stall, stuffing toilet paper up his nose in an effort to stop the bleeding. The CAMERA moves in close to find tears streaming down his face as he desperately tries not to cry. Welcome to Jefferson High. END TITLE SEQUENCE.

Students come and go around a door marked FACULTY LOUNGE

An assortment of TEACHERS move about the space, talking, smoking and BITCHING about the unbearable heat. They congregate about the coffee machine. A small air conditioner unit sits in the window with a "DO NOT USE" sign taped to it. Several fans blow around the room instead. But it does little good. The room is an oven.

Coach Willis is at the refrigerator fanning himself with the door, trying to cool off. A beautiful, 30something, bombshell of a teacher appears by his side. This is MISS HARPER.

Miss Harper places her lunch in the frig and then shies away quickly.

Miss Harper, despite her good looks, is an old maid in the happening. She has major self-esteem issues that renders her homely.

Ms BURKE, dressed in white, the school nurse no doubt. She looks late 30's and smug, already jaded--or maybe it's the horrendous hacking cold she has. She COUGHS and COUGHS.

MR. FURLONG, 40's, moves into the room. He has a bushy moustache and boring demeanor--he must teach science. He wipes the sweat from his brow.

A stodgy old man in his fifties is at the coffee machine. He mixes his coffee with liquor from a flask. No one pays it any mind. Meet MR. TATE.

Others in the room LAUGH at this.

Another teacher, MRS. BRUMMEL, moves by the Coach. She's old, near death, no longer fast on her feet.

Mrs. Brummel drops a book. She tries to bend down and pick up a book, but can't quite do it.

Miss Harper picks up the book and finds something crawling on her arm. She barely glimpses it, swatting it off, SCREAMING. Everyone turns to her. She's immediately embarrassed.

Mr. Tate takes a swig off his coffee.

Just then, Miss Olson steps into the room. Her eyes go immediately to Coach Willis.

Mrs. Olson smiles brightly as if the compliment made her whole morning.

THE BELL RINGS. STUDENTS make their way to class. Stan is pushing through the crowd. He sees Delilah.

He catches up to her.

Delilah stops in her tracks. Her face in shock.

The news registers. Delilah's face sours.

Stan stands firm. He's thought this through carefully.

Delilah starts off. Stan is clearly upset.

Delilah's struts off, not looking back, leaving Stan standing in the hallway looking more lost than ever.

Mr. Furlong passes by Mrs. Burke.

Pacey is moving through the crowds--eyes alert, looking for the next assault when

DELILAH whizzes by, grabbing Pacey and yanking him.

And she's gone, racing across campus. Pacey turns and finds a FIGURE towering over him. It's Zeke.

Pacey tries to remain calm.

Pacey doesn't like the sound of this. He looks across the way at three GABBING GIRLS.

Pacey smirks.

Zeke rears back and SLAMS Pacey, knocking the wind out of him. Then cozies up to him again.

Pacey is completely petrified of this guy.

Zeke grabs hold of Pacey's neck and begins to squeeze the life from it.

Zeke spins around to find MRS. BURKE, 50's. Frail and delicate. Afraid of her own shadow. Maintains a constant shake.

Mrs. Burke's cracking voice gives her fear away. Zeke is in complete control. With firm hold of Pacey's neck he walks to Mrs. Burke as STUDENTS begin to gather.

Mrs. Burke is getting afraid. She starts backstepping, away from Zeke. Pacey doesn't know what to do. He's freakin'.

Tears have formed in Burke's eyes. She's beyond fear. It's hard to tell if Zeke is merely bluffing or a tad psychotic. A circle of STUDENTS have formed around the trio awaiting the outcome. Zeke's grip is starting to cause Pacey to GASP for air. He's scared for himself and Mrs. Burke. He struggles to free himself.

Mrs. Burke is a trembling mess. Zeke advances on her when...

[Passage omitted from this transcription: printed page 19 / PDF page 20.]

Then, he turns to a mortified Mrs. Burke and lunges at her in a fake out.

Mrs. Burke scurries off in tears. She's had it. Zeke surveys his induced havoc. Then struts off.

Mr. Tate sits at his desk sipping his fourth cup of coffee, addressing the class. He starts to stand but realizes he's had a little too much coffee. His words are slurred.

In the back of the room Stokely sits, pretending to read a paperback. Her eyes are really on Stan who she watches flip through his text book. After a moment she becomes aware that she's being watched herself, by none other than...

Marybeth who is seated next to her. And not just watched but studied.

Marybeth smiles brightly.

Stokely doesn't respond. She puts the book away quickly.

Contact is over. Marybeth is perplexed. And intrigued.

The pristine Miss Harper stands in front of the room, her arms crossed over her chest. Like the rest of the school, the room is scorching hot and Miss Harper is perspiring heavily. It adds to her unbeknownst sex appeal.

Zeke sits studly in the front row. No doubt to be closer to the saliva inducing Miss Harper. He blows her a seductive kiss. Miss Harper looks away. Stunned.

Just then, the BELL RINGS. The class starts to disperse. Zeke stands and approaches Miss Harper.

Zeke moves in close to Miss Harper. His stare pierces her.

Miss Harper is suddenly uncomfortable. She shies away.

Miss Harper's face drops three shades.

Zeke saunters off as Miss Harper wipes the sweat from her face, wishing she could handle certain situations better.

Pacey sits on the bleachers, a lone dot in the vast expanse of the football field. He eats a "wimp" lunch: PB and J sandwich, a carrot and an apple. He chews his food slowly. The carrot and apple get one bite each as a courtesy to Mom before being tossed back in the sack. He sucks down a juice box as he returns to school. He moves across the field, kicking at the ground when he spots something on the ground, near the team's bench. He kneels down, curious. The toe of his shoe digs at something. ON THE GROUND

Is a little flesh-like substance. No more than two inches long, it appears dry and flattened, embedded in the grassy dirt. Pacey pries it loose, scooping it up in his hand. There's a soft texture to it. A SHADOW APPEARS BEHIND HIM

Pacey spins around, scared shitless. Standing before him is COACH WILLIS. Not like the Coach Willis from earlier, although there is still a subtle touch of menace in him. Pacey, jumps up, cupping his discovery in his hand.

Pacey steps back, in total fear of this guy. Coach Willis slowly follows him.

Pacey stops and turns around. Coach takes another step forward.

Coach just stares into Pacey. A strange smile breaks his on his face.

Pacey doesn't say anything. He just stands rigid.

Pacey starts to walk backwards.

Pacey turns and takes off, scared of this guy. He takes the flesh-like thing with him. He breaks into a sprint. The Coach stares after him.

The sun beats down over a group of outdoor tables where students eat their lunch and conjugate. Off in a corner, a GROUP OF STUDENTS chill, smoking cigarettes. Off alone, sits Stokely on a ledge smoking a cigarette. She cringes to see Marybeth approaching.

Silence. Marybeth takes a seat next to Stokely.

A moment as they both sit. Marybeth looks around. The "fuck you" couple are seen going at it in full force. Marybeth spots Zeke a little ways down talking secretively to another classmate. She notices Stokely is watching him too.

They watch as Zeke makes a business transaction.

Marybeth picks up Stokely's paperback.

Stokely isn't talking. In fact, she's moving. She gathers her things.

Stokely doesn't know what to make of this girl. Just then, Delilah appears. All smiles.

Delilah doesn't flinch. She flashes Stokely a covergirl smile.

Marybeth goes numb.

Stokely lunges forward, shoving Delilah.

Stokely races down the near empty hallway. She's out of breath and out of sorts. She stops at a water fountain and takes a sip, catching her reflection in the clean mirrorish steel.

She wipes at her face. Her looks clearly disturb her. Directly across from her is an open doorway revealing... MRS. BRUMMEL'S CLASSROOM. Alone at her desk is Mrs. Brummel, eating her lunch quietly. MRS. OLSON moves on to Mrs. Brummel's dooway.

Mrs. Brummel looks up with a smile. She's pleased to have company.

Mrs. Olson moves into the room, turning to see Stokely standing across the hall. Their eyes meet. A moment. And then Mrs. Olson quietly shuts the door. Stokely backs down the hall staring at the closed door as if sensing something. This moment strikes her as very odd. She doesn't see the FIGURE that looms behind her. She runs into...

STAN...again.

She yanks away.

Stan's eyes find hers. He smiles. His stare makes her uncomfortable. She scurries off.

A big room with many work stations. Just before the bell. The room is filling up. Kids joke and laugh. The room is very relaxed. Pacey is talking to Mr. Furlong.

Pacey reaches into his bag. In the back of the room, Stokely is at a work station. Marybeth appears by her side.

Stokely just accepts it. There's no other takers.

Stokely remains quiet.

AT THE FRONT OF THE ROOM

Pacey is showing Mr. Furlong what he found on the football field. He lays it out on the lab table. Others gather around.

Mr. Furlong is instantly intrigued. He immediately sets it up on a lab cork board and inspects it.

Mr. Furlong is stumped. But fascinated. His excitement grows. He points to a STUDENT.

THE BELL RINGS. The remainder of the class wanders in. Including Zeke. Marybeth eyes him instantly.

Marybeth turns to Zeke, surprised by his knowledge.

Zeke breaks through the students, shoving Pacey aside, leaning into the microscope.

Marybeth eyes Zeke, flirtatiously.

Zeke flashes a smile. Their eyes meet.

Stokely shoves the obnoxious student who falls into the table, spilling a cup of water across it, splashing the worm-like organism, dousing it. Suddenly... THE WORM CURLS and Several students GASP as the organism begins to spiral and then retracts on its own. Very much alive.

Mr. Furlong eyes it.

A WATER FILLED AQUARIUM - A MINUTE LATER The class stands around it as Mr. Furlong holds the cork mat with the organism above it.

Mr. Furlong drops it into the aquarium. A moment as it begins to sink to the bottom. But midway it stops. Slowly, it begins to balloon out, swelling slightly.

CLOSE ON THE ORGANISM

Through the glass, the creature seems to bubble as it sprouts tiny, thin-like feelers that spread around it quickly. The feelers shoot out attaching themselves to one side of the glass. Then pulls the worm towards it in a lightning move. Many SCREAM as the entire class steps back. LAUGHTER follows as everyone's nerves get raised.

But Furlong himself is even unnerved. He pulls a thin latex glove onto one hand.

The water level in the aquarium has dropped dramatically.

Mr. Furlong snaps the glove tight and then places his hand at the aquarium opening. He, too, is a little hesitant.

INSIDE THE AQUARIUM The feelers whip about, growing longer and longer around the worm. The water no longer looks clear. Mr. Furlong dips his hand into it, moving it down.

The class watches...breathless. Furlong's hand moves down, through the web of feelers. He moves to the worm, taking it between his thumb and forefinger, squeezing it. Unexpectedly, it separates, dividing in two. Both sections, sensing harm, dart to different ends of the aquarium.

Every eye in the room is on the aquarium. Pure silence. Mr. Furlong is completely bewildered.

Furlong eyes Zeke. Just then, one of the worms spews forth, right at Furlong's hand. It attaches itself to it.

Furlong SCREAMS IN PAIN, looking down to see the worm attack him. He

shakes it loose, pulling his hand from the aquarium. One of his fingers is

covered in blood where the glove and skin have been ripped away. The class

freaks.

Furlong checks out his finger. A considerable break in the skin.

Mr. Furlong looks to Pacey. In fact, the whole class does.

A huge Olympic swimming pool takes up the entire room. Physical Ed. is in progress as a group of boys race in lanes. The Coach BLOWS his whistle.

Stan, dripping wet, stands next to Coach Willis.

Stan takes a deep breath, eyeing the Coach. A moment as the pre-occupied Coach realizes that Stan has finished talking and it's now his turn.

The Coach BLOWS the whistle again, motioning to someone.

Stan is amazed at how well the Coach is taking it. This is not the expected reaction.

The Coach smiles. He couldn't be more understanding.

Pacey is at his locker. He's slowly stripping, readying himself for the shower. A COUPLE JOCKS in towels, pass by. They've already finished up. The first one, GABE, big guy, typical, shoves Pacey, pushing him out of his way.

Pacey goes slamming against his locker.

Gabe whips him with his towel.

The Jocks turn to find Stan behind them.

They turn to Stan, smiling, obeying. He has power over these guys.

Stan gives the guys a high five. He doesn't have the nerve to tell them. He turns to Pacey who's recovering.

Pacey just nods.

Stan is in the shower alone. He turns on the water and it quickly steams up as he steps under the nozzle. He soaps up his face, eyes closed, not seeing the SHADOW that bounces across his face. He opens his eyes, rinses. Sees nothing. He spins around as another SHADOW falls over him. This time a NOISE. With soap in his eyes, he turns.

CLOSE ON TWO FEET as they move on the shower floor. Women's feet struggle out of heeled shoes. Barefoot, the feet appear aged and weathered.

Stan rinses soap from his face, opening his eyes to discover MRS. BRUMMEL standing in the middle of the shower, her face contorted in a bizarre expression. Almost trance-like. Stan freaks, reaching for his towel.

The old and tired Mrs. Brummel is struggling with her dress. She pulls on it wildly, trying to rip it from her body. Stan watches in horror. She seems completely lost, disoriented...out of sorts.

Pacey is dressed and walking out when he hears Stan's SCREAM. He races to the shower to find... Stan moves towards Mrs. Brummel.

Mrs. Brummel moves under a shower head, letting the water soak her.

Stan moves toward her. Pacey stands, mortified, at the doorway.

Pacey disappears. Stan turns back to Mrs. Brummel.

She pulls him to her, holding him for dear life. Stan is taken back. Unsure of what to do, he wraps his arms around her, comforting her.

Stan reaches down and pats her head gently when A CLUMP OF HER HAIR comes off in his hand. Stan stares at it, face aghast.

THE BELL RINGS. School's out as students come barreling out the doors of Jefferson High.

Stan and Pacey are in the outer office talking to Mrs. Olson.

But Pacey isn't paying attention to Mrs. Olson. He's staring out the window. ANGLE THROUGH WINDOW

The football field can be seen. The sprinkler system is on, soaking the field. The Coach stands on the fifty yard line getting drenched. Unmoving, the Coach just stands there, soaking up the water. Pacey studies him. This is most bizarre.

He turns to her.

Mrs. Olson smiles. Pacey, lost in thought, disappears.

Pacey is moving down the hallway when he spots the braless girl coming right at him. He turns and barrels around a corner, sliding behind an open door as the braless girl races by. He sighs a relief when...

Pacey turns to find Mrs. Olson stopping a Mrs. Burke in the hallway.

She points toward the supply closet. Toward Pacey. He ducks. Mrs. Burke seems a bit curious but goes along. She enters the closet with a smiling Mrs. Olson following. The door closes revealing Pacey. Curious, he presses his head against the door when a hand grabs him from behind. It's Delilah.

She pulls him away from the door.

The hallways have cleared out. The last remnants of the school day are quickly disappearing. Pacey has his camera.

Pacey follows her down the corridor. It's empty, except for a DELIVERY MAN. He wheels in jugs of galloned water. He moves by them.

They come to a door marked FACULTY LOUNGE.

The lounge is empty. Several loud KNOCKS are heard. Then the door squeaks open and Delilah sticks her head in. The coast is clear. She pushes Pacey through the door and they enter.

Delilah immediately starts nosing around. She checks out the faculty mailboxes, opens drawers, cabinets. Finds a purse or two.

Delilah is reading a prescription drug she's found in a purse. Pacey pushes open a supply closet and peruses it. He holds up an empty liquor bottle.

There's a noise at the door. Delilah and Pacey freak. They dive for the closet, closing the door behind them...leaving a slight crack. INSIDE THE CLOSET

Delilah and Pacey peek to see Mrs. Olson enter the lounge with Coach Willis. They move directly to the water cooler. Coach Willis pours water from the cooler and hands it to Mrs. Olson. She splashes it on her face. IN THE CLOSET

Delilah can't quite see. She gets bold, pushing the door open further to Pacey's frantic objections. BACK IN THE LOUNGE

IN THE CLOSET

Delilah and Pacey stare at each other. Clueless.

BACK IN THE LOUNGE

Nurse Burke enters the room, she's COUGHING. She nods at the Coach and Mrs. Olson, moving across the room.

The Coach and Mrs. Olson eye each other as Nurse Burke retrieves her purse. The Coach moves toward her with Mrs. Olson circling the center table, coming up behind her. She eyes them, popping a Comtrax.

Nurse Burke turns to the refrigerator, opens it, reaches in for some juice. INSIDE THE CLOSET

Delilah and Pacey watch through the crack as Mrs. Olson passes right by the closet, moving in on Nurse Burke. When Nurse Burke turns back from the frig she finds Coach Willis right in her face. This startles her, she steps, falling against the closet door, SLAMMING it shut.

INSIDE THE CLOSET

The door SLAMS shut. It's impact startling Delilah. She goes flying back against the back closet wall. She drops to the floor coming face to face with...

MRS. BRUMMEL Very much dead, sitting, propped upright in the corner of the closet. Her body stiff and pale. Depleted. Delilah LEAPS up in terror as Pacey grabs her, throwing his hands over her mouth, stifling her scream. But Del's hysterical. BACK IN THE LOUNGE

Coach Willis takes her head in his hands and moves her entire body toward the faculty couch. Nurse Burke is so stunned, she doesn't fight.

The Coach sets her down on the couch. Mrs. Olson follows. IN THE CLOSET

Delilah is crazed, she fights Pacey, trying to break free. She pushes Pacey against a shelf. Supplies start to shift as the shelf upturns. Pacey grabs at it, stabilizing it, so as not to make noise. BACK IN THE LOUNGE

Miss Burke, aware something is wrong, is now struggling.

The Coach has pushed her down on the faculty couch, straddling her. IN THE CLOSET

Pacey and Del drop to the floor. Pacey SSSHHHES her. They're both scared beyond belief, just inches from Brummel's lifeless corpse. BACK IN THE LOUNGE

Nurse Burke, shocked and stunned, is unable to fight back. She lays there KICKING and WRITHING underneath the Coach's strong body. Coach Willis gently, almost effortlessly bends over Burke's petrified face, turning her head, bringing his open mouth down to her ear. IN THE CLOSET

Pacey and Del, frozen still, listen as Nurse Burke's struggle comes to an end. All goes quiet. A deadly silence. Then... TAP! TAP!

Two pencils fall down on Pacey. He looks up to see a large box of pencils overturned on its side. They're slowly dislodging. Pacey's eyes widen...oh shit! A pencil breaks free, rolling from the box and over the edge of the shelf, falling down.

Pacey reaches out, grabbing it, before it can hit the floor and make noise. Delilah sees what's happening as another pencil falls. Pacey, frantic, reaches out, catches it, but another comes fast behind it. He can't keep up with them. Delilah tries to help as the pencils begin to rain down. Pacey stands up, reaching for the box of pencils as they give way. Dozens of pencils come CRASHING down on top of them, SPLATTERING to the floor. The noise undeniable. Pacey and Del cringe. Pencils roll under the door into: THE LOUNGE

Olson and Willis turn in unison toward the closet...then to each other. Their faces expressionless. They move to the door, Willis reaching it first. He rips it opens... BAM!

He's assaulted with the end of a long broom. It comes BLASTING out at him, catching him in the gut. He bellies over as Pacey and Del rocket from the closet. Del SMACKS Mrs. Olson, sending her sprawling.

But Delilah needs no incentive. She flies towards the door, Pacey right behind her as Willis and Olson recover, unaffected. Delilah reaches for the doorknob when... A HAND GRABS HOLD OF HER

She SCREAMS, looking down to see Nurse Burke sit upright, she appears unharmed from the Coach and Mrs. Olson. In fact, she's now one of them. Her eyes wide, her face blank and cold. Pacey appears, shoving Burke backwards, pulling Del free. They throw open the door and take off.

A long, empty corridor. It's later and the hall lights have been turned off. It's dark and shadowed. Del and Pacey tear down it, slipping on the slick floor. They skid around a corner, running dead smack into... PRINCIPAL DRAKE, who is very much alive. They SCREAM.

Principal Drake towers over them. With her face heavily made up she appears very wicked.

Delilah is too frightened to be articulate. Principal Drake stares at them.

Miss Drake seems truly concerned, if not confused.

Suddenly, a NOISE behind them. They turn to see Mr. Tate approach.

Pacey tries to be the voice of reason.

The Principal glances to Mr. Tate. She rolls her eyes a bit.

Suddenly, Nurse Burke appears at the end of the hall. She appears normal, however, she's no longer coughing.

Then, suddenly Coach Willis and Mrs. Olson appear behind her. They stand spread out across the corridor like a barrier. Pacey turns back to Miss Drake who looks at him expressionless.

Pacey eyes Delilah. Something's not right here. In an instant, he breaks through Drake and Mr. Tate.

She breaks free too. They go running down the hall. Principal Drake looks to see them tearing down the hall. She turns back to the others. They wait for her instructions. She merely shakes her head. Don't bother.

Pacey and Delilah come racing down an empty, darkened hallway. Pacey slips on the slick floor, he stumbles. When he looks up, Delilah has left him in the dust.

But she's gone. She disappears out of an exit door, into the sunlight. Pacey comes to his feet and races after her, but she's long gone.

The sun is starting to set as a police car, SIRENS WAILING, lights flashing, races into the parking lot.

Principal Drake is leading TWO POLICE OFFICERS down the hall. Behind them is Pacey with his PARENTS--an attractive middle-aged couple. They arrive at the Faculty Lounge door. One of the officers, a capable young man, turns to Pacey.

Principal Drake opens the door with smooth precision. Leading them into: FACULTY LOUNGE where Coach Willis and Mrs. Olson are sitting. Pacey tenses when he sees them.

The officers stare at Pacey.

Pacey's father steps forward.

They all crowd in, moving to the closet door. Drake throws it open to reveal a tidy closet. Sitting on the floor, leaning against the back wall is... A WOMAN'S BODY

One of the cops races forward only to find a full-bodied CPR doll.

All eyes go to Pacey. He's quickly looking like the boy who cried wolf.

Pacey's parents eye their son. They want to believe him.

Pacey's mom and dad eye each other. The cops stare at Pacey, then each other.

This registers across Pacey's face.

Pacey is quickly losing any and all credibility. He's even begun to doubt himself. It's all over his face. OFFICER #2 Yes, I guess we should. It's procedure.

Drake leads them out the door. The Coach calls to Pacey.

They exit.

Everyone is in the school office, looking very tired and agitated. Principal Drake leads the male officer to her office. The officer nods "gimme a sec" to his female partner.

A small but fitting office. Principal Drake closes the door, then moves around her desk. She reaches for the phone, takes the receiver and hands it to the young officer.

The officer takes the phone, bringing it to his ear. We see something attached to the phone receiver for a split second before the officer covers it with his ear.

THUMP! A noise comes from the principal's office as if a chair was overturned. Pacey spins around, facing the door. The woman police officer looks too. Pacey's parents are indifferent.

But Pacey's certainty rings hollow. Even to himself. Suddenly, the principal's door swings open and Drake appears, followed by the young officer. Pacey eyes him closely. He appears exasperated...slightly dizzy. A knowing suspicion overcomes Pacey.

Pacey's parents look at him. The male officer, who's completely recovered now, turns to his partner. OFFICER #2 There's nothing here. Let's go. Pacey's mom turns to Principal Drake apologetically.

Pacey steps forward, thinking fast. He turns to his mom and dad.

Pacey's parents look at him. His face is beyond desparation. The father just wants outta there. Pacey turns to his mother. He gives her that special mother/son look. It gets to her. She turns to Principal Drake.

Principal Drake gives them all a silent once over, then breaks out into a smile.

Pacey turns, catching Principal Drake's stare as they move out the door.

Her smile chills him.

Stars shine over a small family home in a quiet neighborhood.

Simple. Messy. Pacey is standing in the corner while his father upturns the room. He's on a search, checking under the bed, spilling out drawers, etc. Pacey's mom stands in the doorway. Her face distressed.

The search is coming to an end. His dad is on a mission.

His father grabs a book, leafing through it at first, then ripping the book apart.

His father is exasperated. This is getting him nowhere.

His father grows angry again. He moves to Pacey's desk and unplugs his telephone, confiscating it.

Pacey is at a loss. He watches as his dad unplugs his stereo.

Pacey's dad reaches under his mattress and pulls out a coupla magazines. He heads for the door. Pacey is scared, panicked.

The door closes. Pacey leaps to his closet, grabs his jacket, puts it on. Races to his desk, scribbles a note, puts it on his bed pillow and then moves to the window.

He lifts the pane and crawls through. OUTSIDE THE HOUSE

A huge oak tree runs up the side of the house. Pacey balances himself on the window's ledge. He reaches out for the nearest branch, when he sees... A FIGURE

standing on the sidewalk, dark and shadowed. He can't see a face but the body is unmistakable. It's Coach Willis. The Coach stands there, unmoving.

Then he sees another SHAPE, standing next to him. A woman--Mrs. Olson. Next to her stands the shape of Mr. Tate. Their faces hidden. But undeniably, the faculty. Pacey, horror stricken, starts back for the window. He slips, loses his footing, falling... BAM! His body lands hard in the shrubs next to the house. He looks up to see the FIGURES moving for him. Their steps unified... quick and precise. He brings himself to his feet quickly as Mrs. Olson reaches out for him, her arm grabbing Pacey's collar as he rounds a corner, running smack into... HIS FATHER

Pacey SCREAMS.

Pacey turns to the yard, the sidewalk. There's no one. Nothing. They've completely disappeared.

Pacey clutches his dad's arm, looking back to the empty yard.

Pacey and his dad move inside the house. Mother watches from the window.

The morning sun shines high over the school as STUDENTS arrive to campus.

Pacey and his dad pull up to the front of the school. Pacey sits in silent terror. A moment as the car idles. Students come and go around them.

His dad remains silent.

It's a lost cause. His father is unbending. Pacey looks to the front of the school. He opens the car door and steps out. He notices the delivery truck parked in front of them. Jugs of water are being delivered. Pacey begins to walk up the school steps. He turns to see his dad watching, waiting to make sure he enters the building. SCHOOL ENTRANCE Pacey walks up the steps to enter through the front door. He sees Coach Willis has stopped to talk to his father. Coach leans down in his father's window. Pacey stands frozen, watching them, studying their exchange. Pacey, then bolts back out the door and down the steps. Pacey moves alongside the building, passing through the shrubs, trying to stay out of view when... HANDS GRAB HIM

Before he can fight, he finds himself lifted up and carried off by an army of ANGRY GIRLS, all of whom are led by the BRALESS GIRL. They carry him high, like a trophy, marching along side the building, slapping and swatting at him. They reach a secluded corner and dump him.

[Passage omitted from this transcription: printed page 48 / PDF page 49.]

[Passage omitted from this transcription: printed page 49 / PDF page 50.]

The teachers move about in a business as usual fashion but if one would look close they would notice the coffee machine is untouched. It is not this mornings focus. Most of the action seems to be around the water cooler.

STUDENTS come and go. Pacey, wearing sweats, moves down the hall, lost in a sea of students. Down the corridor comes Principal Drake. Pacey detours, moving the other way. He spots the library doors, sees a group of STUDENTS entering. He gets lost in them.

Pacey moves through the library. He immediately sees Mrs. Olson behind the circulation desk. He moves behind a book shelf, eyeing her. He goes unnoticed. He eyes the card catalog. He scans the catalog, finds the letter "I" and pulls the entire drawer from the card catalog. He's searching titles that start with the letter "I". He moves fast, coming quickly to what he's looking for.

INVASION OF THE BODY SNATCHERS (SCIENCE FICTION)

BY JACK FINNEY

Location: FIC-JF100.12

FIRESIDE PRINTING 1989

ORIGINALLY PUBLISHED BY DELL IN 1955 UNDER THE TITLE

THE BODY SNATCHERS. THIS IS A REVISED AND UPDATED EDITION. Pacey rips the card from the drawer and takes off in search of the book.

Just before the late bell. Stan enters and takes his seat. Behind him, enters Stokely. She's following Stan obviously. Marybeth taking notice, approaches.

Marybeth shoves an unwilling Stokely forward, encouraging her to approach Stan. One last fatal shove sends her SLAMMING into Stan's desk. Stan looks up.

Stokely takes the seat next to him. Marybeth gives her a thumbs up.

He looks at her and smiles.

She seems genuinely interested.

Stokely sits down beside him.

He looks at her. Smiles. Stokely smiles back. A connection is made. The last bell RINGS. Students take their seats as Mr. Tate stands at the front of the class. He drinks bottled water. He appears fresh. Not at all the sluggish coffee lush from yesterday.

The class GROANS.

Miss Harper stands before the class.

An announcement comes over the intercom. It's Principal Drake.

A student gets up and heads for the office. Others comment. "What's up?" "Dude, they got you." The student looks back and smiles. This all seems innocent. Miss Harper allows for the interruption, taking the moment to steal a glance at Zeke.

Students move about enjoying their break. Zeke moves about the campus. He sees the FUCK YOU COUPLE against the wall. The guy sits still, complacent. The girl is badgering him, pushing on him.

She SLAPS him. He doesn't slap back. He merely looks at her consoling. His fire is gone. The girl has had it. She storms off.

She passes by Zeke, muttering to herself. He catches part of it. "Fucking gone weird and shit...". This registers with Zeke. He looks back to the fuck you guy. He sits, undaunted. He spots Marybeth, standing alone, looking lost. He saunters over.

She smiles at him. Just then, the TWO FUCKUPS approach Zeke. FUCKUP #1 Dude, we need SKAT!

Marybeth walks off. Zeke watches her go. FUCKUP #2 Come on, man, we can't deal. There's some weird shit going on here.

Zeke turns to find Mrs. Burke staring at him with eyes of fire.

Zeke starts off, but Burke blocks his path.

Zeke stops cold. The fuck ups look at each other. They're all shocked at Burke's badass attitude. FUCK UP #1 Ouch. Comeback. The Fuckups take off as Burke gets all in Zeke's face. He tries to stand tough but the new Mrs. Burke has completely floored him.

A few students have taken note of their exchange. Zeke becomes self- conscious as Burke bulldozes him.

A sweaty Burke lunges for him, shoving an unexpected Zeke backwards. He almost falls over. A few SNICKERS from the onlookers. Zeke is burned. He storms off.

The hall is quiet. Most students are outside for lunch. Pacey moves down the hall when he sees the Braless Girl posting something on the wall. She turns and sees him, smiling with pure evil.

[Passage omitted from this transcription: printed page 54 / PDF page 55.]

Stokely moves down the hall.

She turns to him.

She takes off. He chases after her.

She eyes him. He looks desperate.

Several students sit in chairs lined up outside of the principal's office. The SCHOOL SECRETARY moves about behind the office counter. A lady in her fifties. Stan enters and approaches the counter.

He turns to leave when he hears...

Stan spots a friend, GABE, a big jock of a guy. His name was called earlier over the loud speaker.

Stan ignores his question, motions to the others sitting and waiting.

Just then, the principal's office door opens and a YOUNG GIRL appears, being led by Principal Drake. She stumbles a bit, confused and disoriented. She moves by Stan.

She turns to him as if she didn't recognize her own name. Then she moves out the door. Principal Drake looks to Gabe, motioning to him.

He disappears inside the principal's office as Drake shuts the door. Stan's mind is racing. He looks back to the two office assistants. Then to the other students waiting. Something is not right here.

Pacey and Stokely are in mid-discussion.

Stokely is irritated but still intrigued. This is, afterall, her main subject.

A moment as this registers on Stokely. Pacey watches, her response is uncertain. And then...

Pacey is in complete desperation mode. Stokely's not buying it.

She starts off but Pacey stops her.

His argument is starting to make sense. Stokely refuses to go for it.

Pacey just stares at her.

The door swings opens, revealing Pacey and Stokely. ANGLE ON the aquarium. It is completely empty. Drained of it's water.

They look to each other. Suddenly FURLONG appears in front of them from inside the room.

They both jump. Furlong stares at them, his face solemn.

Mr. Furlong eyes hold on them. He quietly licks his dry lips. Then shrugs. Pacey and Stokely head down the hall.

Stokely and Pacey move down the hallway.

She starts off. Over the PA system comes an announcement.

Stokely hears this. She turns to Pacey. She's shaken to the point of near believability. But she just won't cross the line.

She disappears around the corner. Pacey follows her. He sees a line of students waiting outside the school office doors. Stokely gets in line when... A HAND GRABS HIM FROM BEHIND. Pacey jumps out of his skin. Stan appears.

Pacey eyes him. "Just try me."

Zeke spots the TWO FUCK-UPS and moves to them.

They look at him, their behavior a little abrupt. FUCKUP #1 Nah, dude, gonna chill. FUCKUP #2 Take a pass. They scurry off. Zeke is perplexed. He looks about him. - He sees the Fuck You couple. They walk down the corridor hand in hand. No fighting, hitting...nothing. They appear very content and untroubled. -He sees GROUP OF GUYS smoking. They lean against the building talking, cigarettes in their mouths. Only the cigarettes aren't lit.

Zeke grows majorly suspect.

Pacey and Stan piece their information together.

Stan nods. He's starting to freak. Suddenly, the door opens, a FIGURE steps in. Stan, in jock mode, grabs the Figure and throws it up against the wall. The Figure wears a cap and an over-sized boy's letterman jacket.

Stan steps back to discover Delilah. She's incognito, with her hair bundled up in her hat and eye glasses on.

Stan thinks a moment.

When they exit, the bathroom stall door opens and Zeke appears. He heard their whole exchange. He moves to the door in disbelief.

Stan plays team captain. He leads the way with Pacey and Delilah behind him. He turns to them.

They move down the corridor and spot a line of STUDENTS waiting outside the office.

They pass Mr. Tate who walks by them. He eyes them, starts to stop but continues on. They approach the students standing in line. Pacey sees Stokely about to enter the office --he goes to Stokely at the front of the line. Stan tries to stop him.

Stan and Delilah spot Mr. Tate. They've gotten his attention. They eye each other and go the other way, leaving Pacey behind. Pacey approaches Stokely. She moves into the office.

She turns back and looks to him. She rolls her eyes. "Go away." She disappears inside the office. The door shuts in his face.

Stokely enters the outer office. She immediately encounters Mrs. Olson who takes her by the arm.

Stokely looks about her. She sees the nurses office door open and a MALE STUDENT step out. He's disoriented, he's being guided by Principal Drake. Dizzy, he bumps into Stokely. Mrs. Olson helps him as Drake takes Stokely over, escorting her to Nurse Burke.

Stokely instantly knows this isn't right. Something is deadly wrong.

Not missing a beat.

Nurse Burke gives her a pursed smile.

The door closes behind her. Nurse Burke motions her to a chair. Stokely takes a seat--against all better judgement. She doesn't know what to do. Nurse Burke approaches with her ear instrument. An otoscope. Stokely is starting to shiver. Nurse Burke places the instrument up to Stokely's ear. Stokely looks up at Principal Drake. The look on her face is chilling. What she doesn't see is that Nurse Burke is slowly opening her mouth. Something is moving inside, and it's not her tongue. THE DOOR BURSTS OPEN. Stokely spins around to find Pacey in the doorway. Drake and Burke both turn to him.

Principal Drake and Nurse Burke both come at him. But Stokely is there, she wastes no time. She plows through them. Principal Drake seems to take something from Nurse Burke and spins around, grabbing Stokely's wrist. CLOSE ON HER ARM as a small parasite slides up her sleeve. Stokely pries free and exits with Pacey.

Pacey and Stokely race through the outer office to the doors.

Stokely and Pacey race out of the office. They run away from the line, down the hallway, around a corner. Pacey has hold of Stokely. He's sprinting. Stokely slows.

Stokely stops. She claws at her arm.

She pulls her jacket off. She rips open the sleeve of her shirt just in time to see the worm-like organism imbedded onto her arm. It's attached, and starting to eat away at her skin.

She shoves her wrist at Pacey and turns away, not wanting to look. Pacey, thinking fast, grabs the crumpled [description omitted: printed page 64 / PDF page 65] from his pant pocket and readies it to grab the parasite. Just as he reaches for it, the creature completes eating it's entry point open and disappears under Stokely's skin. Pacey freaks!

Pacey rips her shirt open from the sleeve on up. He finds the parasite traveling up her arm to her shoulder. Stokely starts to careen back and forth as if she's about to faint. Her knees buckle and she falls to the floor.

Pacey is horrified. The worm travels past her shoulder up to her neck.

Pacey takes two fingers and tries to stop it's movement, holding it in place midneck. He presses his fingers together...pinching it. He has his book bag on his shoulder. He reaches for it with one hand, opens it. Then, he squeezes hard, pressing his fingers together...trapping it...and then...it breaks off, moving into two worms (like it did in the aquarium earlier)

He traps one of the worms and squeezes roughly. THE WORM ERUPTS THROUGH THE SKIN

ripping flesh...flying through the air. It flops right into his bag. Stokely CRIES IN PAIN.

Pacey follows it up her neck and around her face. It travels up the side of her nose and towards her eye.

Pacey traps it in the corner of her eye. He presses hard as it begins to squeeze out of her tear duct.

The worm-like feeler curls and wiggles back and forth. Pacey grabs hold of it with his fingers and YANKS it, slinging it into the book bag. Pacey zips the bag up as Stokely collapses to the floor. He goes to Stokely, checking her wound. He places her jacket around her, covering her. Stokely is a WHIMPERING MESS. He looks up to see Coach Willis and Mrs. Olson at the end of the hall.

Zeke sees the line at the school office. He watches it curiously when Marybeth spots him.

Marybeth obeys, completely unaware of what's going on.

Pacey and Stokely walk quickly through the parking lot, Pacey helping her walk straight to avoid suspicion. Students are everywhere, and it seems like the entire student body is STARING AT THEM... Pacey and Stokely see Stan and Delilah in the parking lot and rush over to them. The paranoia thickens.

He sees Stokely has been hurt. He goes to her.

She nods. Stan puts his arm around her. Delilah takes note.

Pacey spins around facing Mr Furlong.

He eyes Pacey, stepping forward. Stan intercepts.

Mr. Furlong takes Stan by the arm. Stan pulls away but Mr. Furlong's grip is tight. Stan tries to yank free but Furlong's grip is beyond strong. There's something inhuman about it.

Just then, Zeke comes up behind Furlong...who senses it, spinning around... grabbing Zeke with his other hand. Zeke winces at Furlong's death grip.

Zeke is amazed at Furlong's superhuman strength. Zeke's eyes meet Furlong's. For a split second, it looks as if something crawls just underneath Furlong's skin, below his eye. It's too quick to be sure. Zeke double-takes.

Zeke's free hand finds it's way into his leather jacket. It finds a Bic pen loaded with his drug. He rips forward with it, striking up at Furlong.

The Bic pen SLAMS through Mr. Furlong's glasses and into his face, lodging into his eye. Furlong stumbles back as the pen releases its contents into him. Mr. Furlong's body starts writhing and squirming as the drug takes hold. He CRIES out in a most inhuman way. He spins around in pain, clutching his face then collapsing to the ground. His body goes still.

Zeke kicks at his body, making sure he's dead.

Stan is having misgivings.

He hold up his book bag.

Zeke reaches down and grabs hold of Furlong's dead body, dragging him to the back of his car. He pops the trunk, and in one swift move tosses Furlong's body in then SLAMS IT SHUT.

Zeke is too cool about this.

Stokely moves forward, getting back to herself.

They turn to see students everywhere watching them. It's eerie.

He opens the car door, Marybeth piles in, Stan helps Stokely into the back seat. Delilah takes note. Stan starts to get in when he turns to find Gabe, the new team captain and a few other TEAM MEMBERS standing at the edge of the car.

He jumps in the car.

Zeke hits the gas, the car peels out, racing out of the parking lot. We see Tate and Drake watching from the edge of the parking lot.

A nice affluent house in the nice part of town. Zeke's car is parked in the driveway.

Zeke and the others move across the yard to a converted garage in back.

A light CLICKS on. The garage is not a garage. The first part is more of a carpenter's haven. Work table, power tools, etc.

Zeke leads them to a back corner, hits another light revealing... A laboratory. Zeke has converted the back of the garage into his own, private pharmaceutical company. A table equipped with lab equipment and other materials.

Everyone piles in.

Pacey looks around, noticing a hand gun sitting on one of the tables. He motions to the others. Zeke notices their look.

CLOSE ON the dead worm. It appears gray and opaque. It's pinned to a lab board. A small scalpel moves into frame, slicing into it.

Zeke gives him a look. He observes the worm under a lighted microscope, inspecting it with a steel pick. Zeke is fast at work, he observes the worm under a lighted microscope, inspecting it with a steel pick.

He prods at the underbelly.

Zeke continues to inspect the parasite.

Zeke picks at the worm with his lab instrument. They crowd around.

They all stare at each other.

They stare at each other. Suddenly, getting uncomfortable.

Pacey feels on the spot.

They stare at each other. Suspicion...distrust has been born.

Delilah eyes Stan curiously.

Stan turns to her.

The others look at them bicker. Their paranoia is growing. Distrust permeates the room.

Stan eyes Stokely. She looks away. She could die.

Marybeth looks about the room. All eyes are on her. She becomes frightened.

They all stare at her. Zeke feels for her. He steps forward.

Zeke holds up a drug-filled Bic pen.

Stan stares at all of them.

Zeke looks at the others. They all look guilty.

Pacey takes it and puts it in his nose. He looks to Zeke, almost for reassurance. Zeke nods. Pacey takes a giant snort.

Pacey tastes it a bit. His eyes bug slightly and he hands it back to Stan, looking as confused as someone who's taken drugs for the first time. Zeke brings it to Marybeth.

Pacey starts giggling. They all turn to him. The camera pushes in on him as he giggles more and more uncontrollably.

Stan stands up, grabs Zeke's gun from the table and pushes it against Pacey's temple.

Stan aims the gun at Zeke.

Beat. Zeke puts the pen in his nose and snorts. No immediate reaction. He holds the pen out to Stan.

The camera repositions as Stan takes the pen. Stan eyes Zeke for any change in his physical, then snorts the pen powder. He rubs it around in his nose.

Zeke reaches over and grabs the gun from Stan and puts it behind him on the table. He holds another pen to Stokely.

Beat. Stokely takes the Bic pen from Zeke.

Stokely takes the hit. She sucks it in strangely. It pockets itself in her sinus and she can't get a feel for it. She hands the pen to Marybeth.

Stan starts laughing. Delilah is beyond nervous. She grabs the pen from Marybeth.

Delilah snorts it hard. She even puts some in the other nostril.

Pacey is still giggling in his chair. Stokely doesn't look as comfortable with it. Her face is twitching a bit. She puts her hands to her temple. Zeke pulls another pen out and hands it to Marybeth.

Marybeth takes the drug and puts it to her nose. She snorts. The sound is loud in Stokely's ear. She puts her hand to her ear to control the sound. Beat. Except for Stokely's weirdness, there is no reaction around the room.

Before Delilah can finish her sentence, a fist like shape punches out from under her skin, contorting her face and bone structure horribly for a half second before snapping back into place. Blood drops freckle Marybeth and Stokely. Everyone's taken off guard. Was that them tweakin' or her reacting? Delilah looks confused as well. She brings her hand to her face, which doesn't sit on her skull like it did before. It's a little fucked up.

Delilah grabs Stans arm for support, and FEELERS pour out of her finger tips from under her nails, ferociously wrapping and slithering around Stans' arm.

Zeke turns to get the gun and it's gone! Pan around and Pacey has it in his hand and is backing up, aiming it at Zeke! Eyes as big as saucers. Stokely and Marybeth fly back out of their seats as Delilah is starting to look less and less like herself. Stan stands staring at his girlfriend.

A beat as Pacey struggles with what to do. Suddenly, he turns to the creature and fires at what was once Delilah's head. As it explodes, TWO more heads sprout next to the last. Stan CRIES OUT.

Zeke takes the gun from Pacey and shoots those heads too. The thing hits the ground like a sack of potatoes. It flops around gruesomely. It spins around facing Stan. For a moment, it's gruesomeness takes on the humaness of Delilah. Her eyes connect to Stan. She looks in deep pain and helplessness.

An appendage reaches out to Stan.

Stan goes hysterical, he doesn't know what to do. He SCREAMS AND SOBS uncontrollably, moving towards Delilah--towards IT.

Stokely comes back and dumps a bunch of the powder drug on the creature.

The drug bores into the carcass, making a sizzling sound as it goes. Everyone watches as the body writhes and steams. The camera tracks over each of them, holding on Stan--horrified.

Night is quickly falling upon the garage. Lights burn from within.

Delilah lays spread out all over the garage floor. Still steaming slightly. ON STAN AND STOKELY

Stan can't take his eyes off what's left of Delilah. He's beyond upset. Stokely tries to comfort him. Stokely reaches out and strokes his arm. They sit there in silence. And then...

Stokely listens silently. Stan looks over Delilah's body, where her face, or what's left of it is. One eye stares wide ahead. Very much dead. Pacey drapes a sheet over the corpse. He looks at her. Stokely wishes there was something she could say.

Zeke and Marybeth are busy at a side table packing up the drug. Zeke works on a new batch while Marybeth is emptying Bic pens into a large container. Zeke comes to a stop with what he's doing.

This is a delicate subject. Marybeth is instantly uncomfortable.

She looks at him, a small smile. She appreciates his attempt at comfort. Marybeth changes the subject. She pulls a drug-filled Bic pen from his pocket.

Zeke comes to a stop with what he's doing. He looks at the container.

Zeke eyes her. He likes this girl. Stan turns to Zeke. A look of determination on his face.

Stan is loading the handgun.

They stare at each other as the odd mix of fear and determination overtakes the room.

Zeke steps out into the night. It is dark around him. A single lightbulb the only light. He looks around, sees nothing. He walks further out. Down the walkway that leads to the front of the garage. A yard spotlight illuminates the surroundings. His car is parked in the drive. He motions for the other's to come. As they load into the car he sees that parked across the street, under a street lamp is THE DRIVER'S ED CAR.

Zeke motions to the driver's ed car.

Zeke slips behind the wheel and the car peels out of the driveway and down the street.

Zeke's car moves down main street. Nothing following it. Up ahead, traffic and lights appear. Zeke's car turns onto a dark side street instead. Still nothing follows.

The game is nearing it's end. ON THE FIELD A WHISTLE BLOWS. It's the fourth quarter. Jefferson is getting some good hits in. Visiting team players are carried off on stretchers. The fans go wild. The announcer follows the play over loud speakers.

Zeke's car pulls up into the back of the lot, behind a row of parked cars.

The gang is piled in the car. Zeke navigates through the parking lot. Suddenly, headlights appear behind them. It's the driver's ed car.

Zeke immediately turns the corner, rounding a series of parked buses. He cuts his lights off, coming to a stop.

Stan throws the door open. They file out, quickly, moving in the darkness. Marybeth is the last one out. She turns to Zeke.

She smiles at him. He hands her the book bag full of the drug. Zeke takes off.

Zeke's car pulls out from between the buses and takes off. The others, on foot, quickly disappear out of sight just as the driver's ed car passes by.

ON THE FIELD The other team has the ball, the quarterback sends it out. It's caught but the Patriots go for the quarterback--not the receiver. They tackle the quarterback, pulverizing him. He goes down...and out. Time out is called. FROM THE SIDELINES Coach Willis watches approvingly. He turns to the stands to see Principal Drake watching without question.

Pacey scopes out the game. He spots a GROUP OF GIRLS chatting away. One is the Braless Girl from earlier. He looks away, hoping not to be spotted. The girls continue on talking, except for one brief moment as Pacey turns away from them--they stop-cold silent. Or at least Pacey thinks they did. He looks back but they're chatting again--not looking at him at all. ON THE FIELD

A Patriot NAILS an opposing player, CRASHING into him, throwing him to the ground. The Brun team member starts to get up as the Patriot bends down and slips a slug into his helmet. The player sits up, moving to his feet when he stumbles back suddenly. He drops to ground, unconscious. The Medics hit the field again. BLEACHER ENTRANCE Pacey appears at the foot of the bleachers. He immediately spots...

PRINCIPAL DRAKE

who's eyes are on the game, only feet away. Pacey turns away and then, and only then does Principal Drake turn to Pacey. Her eyes stone cold. Pacey looks back but Drake's eyes have returned to the game. She watches very cool and controlled.

ON THE FIELD

The last play is made. The Patriots score just under the clock. They win--the victors. The field begins to break up as everyone begins to go home. PRINCIPAL DRAKE turns to see Pacey heading back towards the gym...alone.

Pacey enters, running across center court. He stops and turns to the doorway.

He sees them situated on the first few rows of bleachers.

They all turn to find Miss Drake standing in the entranceway to the gym. Pacey swallows.

She takes a step forward, they all step back. Except for Stan--who is missing.

Suddenly, Stan comes tackling her with a volleyball net. He covers her in it as she goes down, SLAMMING her to the floor. He spins the net around her, entrapping her.

Stokely takes the keys and runs to the entrance hall and secures the doors.

Principal Drake lay tangled in a volleyball net. She pulls and twists, trying to break free.

Principal Drake has managed to upright herself to a kneeling position. Pacey returns, they surround her.

Stan pulls out the gun.

Principal Drake looks extremely afraid. Stan holds the gun up, aiming. Marybeth hands Pacey a bic pen from her backpack.

Beat.

The others look at each other. They realize this is a lame plan.

Pacey grabs Drake's face, holding it back into the light stream...

Pacey holds the pen up, ready to plunge. He hesitates. Stokely returns.

Pacey is having second thoughts.

But Pacey can't do it.

Principal Drake is reduced to a trench of tears. Pacey is shaking.

Principal Drake begins to rise towards Pacey. She is SOBBING.

She's worked herself completely out of the net. She moves up to Pacey, reaching out for him. Suddenly, Stan appears next to Stan. He grabs the gun, aims, and FIRES.

The bullet catches Principal Drake right between the eyes. She flies backwards, landing with a THUMP on the hard floor. A moment. They all stare at her still body.

Pacey stares at the pen, then at Drake's lifeless body. He walks over to the body as a pool of blood spreads sickly from behind her head...

Pacey is at her feet, wondering what to do.

Pacey is eyeing the blood pouring out.

Suddenly, Drake sits up, the hole in her head replaced by little, dancing FEELERS that have sprouted from her bullet wound. Her eyes are rolled back white. Pacey SCREAMS. Marybeth acting fast, rips open her book bag, she pulls out the large container of SKAT. She opens it and pours it out all over Principal Drake. Principal Drake's body erupts in spasms. After a moment--her body goes lifeless.

But Stan's a little less sure.

They run towards the door. There's a small window in the door. They crowd around it. ANGLE THROUGH WINDOW.

The football field can be seen. It's empty. The last of the crowd can be seen in the distant parking lot. The Brun County School Bus pulls out of the parking lot.

LIGHTNING. A CRASH OF THUNDER. Suddenly, it's pouring. Stan looks to the others.

Marybeth looks in the bag and withdraws two Bic pens.

He takes one, leaving the other one with her.

He turns to Stokely. She's frightened for him. She doesn't want him to go.

Stokely moves to Stan, grabs him and kisses him, long and hard. Years of passion existing in her lips. They break apart. Stan looks at her, pleasantly stunned.

He smiles and then tears out the door. Pacey closes it behind him. Stokely runs to the small window on the door and peers out of it.

Stan runs from the gym towards the field, the rain is coming down hard. He sees a FIGURE in the distance. Then, several more. As he gets closer, he spots the Coach with the team in silhouette behind him. Stan runs to him.

Coach is standing in the rain, his eyes are turned back in his head as worm- like feelers protrude from openings in his face. It is ghastly and unreal. Stan stares in horror. Feelers whip out of the players behind Coach as well. The coach rocks gently back and forth, feeding on the rain. Stan takes a beat, then realizes the Coach is feeding on the rain and not aware of his presence. Stan moves closer with the pen when suddenly... THE RAIN STOPS. Stan freezes. He watches as the the Coach's eyes roll back into place. The Coach stands straight, his eyes finding Stan.

Zeke barrels down the road. He has the radio on, he's listening to talk radio. A therapist call-in type show.

Zeke checks out the rearview window, looking for the driver's ed car. No sign of it. He gazes ahead as the radio continues.

Stokely is at the window staring out. Pacey and Marybeth are walking the floors. It's just the three of them now. They're all fidgety and tense.

Stokely looks away.

Marybeth and Pacey let this sink in.

Stokely looks back out the window.

We see her POV. It seems that something is going on in the distance, when suddenly

BAM!

Stan's face appears in the window. Stokely SCREAMS. He pulls on the door.

Their eyes meet through the glass. He looks scared.

Stokely stops. She looks at Stan.

Marybeth and Pacey surround Stokely.

Stokely eyes Stan.

Stan holds up two empty hands.

Marybeth holds up the only pen left.

Stan looks behind him as if someone's after him. Pacey moves to the window, next to the door. He unlocks it, lifting it up an inch. He slips the pen out onto the ledge, closing the window shut before Stan can even get to it.

Stan takes the pen from the ledge.

Stokely wants to open the door but knows she can't. Their eyes meet through the glass. Stan holds the pen up to his nose. He starts to snort--then he stops. His face goes slack as his eyes turn back to Stokely. His entire demeanor has changed into a cold, morose stare. He holds the pen up and pours the drug from it, ruining it.

Stokely has quickly succumbed to tears.

Stokely is CRYING now. Pacey pulls her away from the door.

Marybeth takes Stokely away, consoling her, as Stan continues to call out.

Pacey hits the door. Stan eyes him deadly. Pacey takes off toward the gym where Marybeth and Stokely have disappeared to.

Zeke has the radio on, he's listening to a news broadcast as he barrels down the road.

Zeke eyes something ahead. ANGLE THROUGH WINDSHIELD Several cars are lined up in what appears to be a roadblock. POLICE OFFICERS, with flashlights, are investigating stopped cars. Zeke watches as the Brun County School bus is allowed access to pass. He rolls down his window when he hears... A woman ARGUING in the car ahead of him. He looks to the car just as a young police officer yanks a WOMAN from it. She fights, SCREAMING and resisting. It's Miss Harper.

Instantly, Zeke leaps from his car.

Zeke comes upon the struggle. He throws the cop off of Miss Harper and grabs her by the arm. She looks up, surprised.

Zeke looks her over, wondering if she's an alien too.

They've drawn the attention of TWO OTHER OFFICERS several cars down.

The two officers tear after them.

Zeke bolts back to his car. Harper has no choice but to join him. Miss Harper dashes back to Zeke's car and hops in.

ON THE TWO OFFICERS

One of the officers makes it to the car.

Zeke hits reverse and begins to quickly roll up the window just as the officer's hand reaches in. The glass catches the officer's hand, closing on it. His fingers get pinched in the window just as the car springs backwards. The officer's fingers are snipped off by the window, dropping to the floor of the car. Miss Harper SCREAMS.

Zeke spins the car around and heads back the way they came. ON THE TWO OFFICERS

The officer who lost the fingers starts for them, but is stopped by the other.

The injured officer nurses his fingerless hand. Thin feelers whipping about in the knuckle slots. They head back to the roadblock.

Zeke careens the car down the dark road.

The Fingers under the seats sprout feelers and become wormlike. Miss Harper's hysterical.

The fingers crawl towards Zeke's feet.

The Worms start up Zeke's leg.

Miss Harper's voice is soft and quite calm. Zeke, confused, turns to a demonic Miss Harper just as she comes flying at him, arms outstretched. Zeke speeds up as Miss Harper lashes into him, her hands finding his throat. The Car rips through assorted signage roadside. The car goes into a tailspin as Zeke fights off Miss Harper. She comes at him fast and focused. He slams her back against the seat.

Miss Harper recovers, looking very prim and poised. A smile invading her lips.

She comes at him again, mouth open wide... A WORM PROTRUDING FROM IT

Zeke, panicked, SLAMS on the brakes, sending Miss Harper crashing out the windshield and over the hood. She tries to hang on, but slides off the hood and is crushed under his tires.

He screams as he realizes he has worms crawling up his legs, he tears them off of himself and chucks them out the window.

He's driving silently now. Catching his breath. He hears something, and turns the radio off. The car is making a strange knocking sound. It sounds as if something is stuck to the tire. It's hard to control the car. It's getting worse. He has to pull over.

The car pulls over on the dark and lonely road.

Zeke slides the car into park. He glances out all of the windows cautiously, then opens his car door.

He glances to see if anything is stuck in his rear tire. It's black as night back there. He reaches into the back seat for a flashlight.

The camera pushes in towards his open door. Zeke leans out and flashes the light past camera.

ZEKE POV

Nothing there. He flashes the light up a little higher. Nothing. He hears a THUMP. He flashes the light back down at the tire. Miss Harper's head is there where it wasn't before. It's severed but still moving from it's neck stump, being pushed along by it's own means of propulsion. Her face contorts with each movement, an evil rasp emanating from her slack mouth. Zeke reaches around with his free hand and gently shifts the car into REVERSE.

He backs up rough and short, just enough to crack Miss Harper's head open with a sick POP. The blood and gore streak out from under the tire, as easily as if he'd crushed a giant pea. He slams the car back in drive as he closes the door and there is Miss Harper's HEADLESS BODY standing in front of him, lit sickly by the white hot headlights.

He blasts past her as she headlessly watches him scream past, her fingers streaking blood across his window as he goes. Leaving her to wander headless in the night.

Stokely sits next to the trophy case slowly rocking back and forth. The night is taking it's toll. She eyes the door...it's window. Stan just stands there. Looking in. Looking at her. Making her look at him. Waiting.

Pacey and Marybeth wait it out atop the bleachers. They sit quietly with each other. Pacey is turned away from Marybeth, sitting several rows down, sprawled out along the bleacher.

Marybeth ignores that question. She doesn't like the sound of it.

Pacey is very anxious.

Something is strange about Marybeth's responses. Maybe it's the fact she has completely lost her southern accent. Pacey turns to her just as... A HUGE, GROTESQUE TENTACLE whips out at him in a lightning move...striking him, sending him tumbling down the bleachers. He lay hurt and stunned, looking up to see...

MARYBETH

her left arm is no longer an arm. It's been replaced with a huge, hideous new arm.

Stokely leaps to her feet, hearing Pacey's SCREAM. She runs into the gym to find Pacey backing away from the bleachers, bolting across the floor. She runs to him.

Stokely looks to the bleachers. In the shadows, she sees a SHAPE. She can't distinguish what it is. She looks closer as... MARYBETH CONTINUES TO TRANSFORM

Feelers flap about from various orifices of Marybeth's body. Her skin changes shape, color, texture...it becomes gray...opaque. In the darkness of the gym, Marybeth's body completely redefines itself.

Pacey and Stokely make a break for it. They race across the gym floor to a door that leads to...

Pacey and Stokely tear through the pool room as fast as they can. They run around the pool, racing down the length of it towards an exit. Behind them The Creature dives into the pool, disappearing under the water. Pacey and Stokely continue forward as the Creature can be seen racing under the water, to the other end in a flash. The water rocks as it catches up to them. A long arms whip wildly out of the water before finding Stokely...wrapping around her and YANKING, pulling her down to the ground. Her face slams against the tiled floor HARD. Knocking her out.

The Creature drags the unconscious Stokely, blood pouring from her mouth and nose, under the surface. Pacey turns to the pool. It's dark--he can't see anything. He runs around the pool. UNDERWATER Stokely slowly regains consciousness.She sees the CREATURE through the bloody streaks of water floating up from her mouth. It is growing underwater as it closes in on her. She emerges from the water, frantically trying to escape.

Stokely gets her bearings, starts for the ladder. Pacey uses the pool net to reel her in. He yanks her out and they hit the ground.

Suddenly the creature rises up from the water. Taller than before. More massive. It's growing in the water. It rears it's head at Pacey and Stokely and screeches an unearthly scream.

Pacey tries to lift Stokely.

She manages to get up and they race into the locker room and split up. The creature lowers under the surface and glides slowly to the end of the pool. We expect it to rise as it reaches the end, but instead the body of a naked woman emerges. MARYBETH climbs gracefully out of the pool. INSIDE THE LOCKER ROOM Stokely and pacey race through the locker room, passed rows and rows of lockers. Stokely reaches a corner, a dead-end. She stops when she hears a... CREAK! The sound of the locker room door opening. She hears footsteps. Stokely goes deadly silent, listening. She sees a shadow appear alongside a row of lockers. The shadow appears to be a human figure.

Stokely spots him. She steps out of the darkness.

Zeke comes forward. A SKAT pen in his hand. He looks to Stokely when Marybeth appears behind him.

Zeke whips about. He sees Marybeth, drenched in water, standing behind him. He's standing directly between the two of them. He looks back to Stokely--also wet.

Marybeth stands in the darkness. She's nude.

Zeke turns to her.

Zeke stands between the two, not knowing who to trust. He whips back and forth between the two.

[Passage omitted from this transcription: printed page 97 / PDF page 98.]

Zeke moves back towards Stokely. He looks back to Marybeth and she's gone.

Just then, Stokely rips forward, mouth agape, a worm protruding from it. Stokely's body lunges forward when Pacey appears from behind, grabbing her, sending her body slinging into a wire equipment cage. He leaps on the door, locking it. Inside, Stokely goes berserk, her body writhing about, back and forth clawing at the cage. Feelers have half sprout all over her body. She looks hideous. Zeke turns to Pacey. Zeke holds up the Bic pen.

Pacey takes it.

They don't have time to waste. Pacey sniffs it.

A moment as Zeke watches him. Closely. Suddenly, a NOISE from the other side of the locker..

They move down the row of lockers, not seeing the SHADOW against the wall. It is Marybeth's SHADOW, followed by the shadow of a huge hideous creature... But not for long. The shadow changes shape. It goes from the feminine figure of a young woman to the hideous grotesque creature in seconds. Pacey and Zeke move down a row of lockers when they hear something moving around them.

Pacey turns to look behind him, he's feeling groggy from the drug.

When he turns back around--Zeke's gone.

Pacey moves around the corner of the lockers. He shakes his head, trying to find sober clarity when... ZEKE'S BODY COMES FLYING AT HIM. They go SLAMMING into the lockers, sliding to the floor. Pacey jumps up to see Zeke's limp body on the floor. He leans down, checks Zeke out.

Suddenly, a sweet Georgia accent fills the locker room.

Pacey tries to quiet his TERRIFIED BREATHING.

[Passage omitted from this transcription: printed page 99 / PDF page 100.]

A SHADOW bounces across Pacey's face. He jumps up and moves to another row of lockers, leaving Zeke.

She's getting to him. Pacey is losing it. He looks about madly.

Her voice is whimsical...sweet.

Pacey crawls along the lockers slowly. Avoiding the hideous shadows being cast around the locker room.

He spots Zeke layed out in a heap. The Bic pen at his side.

Suddenly tan ENORMOUS MONSTROUS WAIL ECHOES through the locker room as lockers are overturned with such force as to drive Pacey out of hiding before he is crushed. He grabs the pen. He glimpses the Creature behind him as he runs, tearing through the room.

Pacey comes bolting out of the locker room door, he doesn't look back when the locker room door bursts apart at the Creature's touch. Pacey dives under the bleachers, hitting the electric lever on the wall as he goes. KABOOM! The electric bleachers begin recoil up within each other. UNDER THE BLEACHERS Pacey races through the maze of metal that comprises the underlining of the bleachers. He looks behind him to see... THE CREATURE right behind him, trafficking the folding bleachers as well. Pacey runs the length of them, trying to get to the other side before they close completely. The bleachers are almost completely gone. Space is tight. Pacey LEAPS in one final jolt of adrenaline. He makes it, flying.SMASHING into the gym wall. He turns to see the Thing just as the last bleacher snaps closed, SMASHING THE CREATURE FLAT. Only it's head escapes, stretching forth, coming at Pacey. This is the first time Pacey has seen this creature clearly. It's horrifyingly hideous. He meets it dead center with the Bic pen, imbedding it, with warrior force, right in the Creature's right eye. The Creature goes mad, ITS head convulsing and shaking. An unfathomed SCREAM erupting from ITS mouth. Suddenly, a slew of parasites fly from the Creature's mouth and onto Pacey. They bore into Pacey's skin. Pacey goes berserk trying to get them off--but then the Creature finally comes to a still...dead. Pacey looks down, the slugs on his body fall away. Dead too. Pacey stares a long hard moment until he's completely satisfied the Creature is dead.

Pacey moves to the equipment cage. He looks down to see Stokely lying on the floor, unconscious. A dead slug lay at her nostril.

Pacey unlocks it, moves inside, touches her.

Stokely stirs. She's alive.

Stokely hugs Pacey. He helps her up when... A BODY COMES CRASHING AGAINST THE CAGE.

Pacey and Stokely SCREAM in terror. They look up to see Zeke, in pain, clutching his wounds. Pacey smiles, happy to see him. They all share a moment, looking at each other.

Zeke helps them out of the cage and as they move out of the locker room...Stokely stops them.

Stokely is near tears at this thought. No one has an answer.

They look at each other. Intensely. Zeke's last words echoing.

Another school day. STUDENTS come and go. The school is alive and well. SUPERIMPOSE: ONE MONTH LATER A sea of students. The CAMERA comes upon TWO GIRLS waiting in line at the water fountain. It's Braless Girl and her friend.

A boy is leaning down at the fountain, lapping up water. It's Pacey. He stands upright, wiping his mouth. They see him.

They shrug. Pacey walks on. As he leaves he hears...

The other girl agrees. Pacey smiles, moving on. He sees Stokely, sitting with Stan--they appear "close". Then, Pacey turns to Zeke who stands amongst Gabe and the other jocks chatting it up, discussing sports. This is all very questionable. Almost surreal.

Pacey, turns as Molly appears, kissing him full on the lips. He kisses back, then breaks away, looking at her. CLOSE ON HIS FACE. It's very different now. Stronger. More confident. Fearless even. He continues down the hallway. A happy guy.