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THE HAUNTING OF HILL HOUSE

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日期:2006-8-7 17:55:57
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THE HAUNTING OF HILL HOUSE



                                   By

                               David Self


                              Revisions by
                             Michael Tolkin




                           Based on the Novel
                           by Shirley Jackson


     11/10/98
     Initial Shooting Script


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

BEGIN MAIN TITLE SEQUENCE.

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

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

     FADE IN:

     EXT. HOUSING PROJECT, CHARLESTOWN, MASSACHUSETTS - DAY

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

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

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

     INT. LIVING ROOM, NELL'S APARTMENT - DAY

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

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

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

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

                         JANE (cont'd)
               Nell?

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

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

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

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

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

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

     Nell explodes in outraged fury, startling us.

                         NELL
               -- I've never worked? --

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

                         LOU
               Eleven years. Long time.

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

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

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

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

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

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

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

     Nell turns away, sick, breathing hard.

     Jane picks up a JEWELRY BOX from a dresser.

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

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

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

     INT. NELL'S KITCHEN - DAY

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

     Clutching the necklace, she goes back out the door.

     INT. LIVING ROOM, NELL'S APARTMENT - DAY

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

     INT. SICK ROOM - DAY (CONTINUOUS)

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

     Nell lingers in the doorway a beat, daunted.

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

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

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

     INT. LIVING ROOM, NELL'S APARTMENT - DAY

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

     INT. NELL'S KITCHEN - DAY

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

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

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

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

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

                     TROUBLE SLEEPING?

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

     END MAIN TITLE SEQUENCE

     INT. PSYCH OBSERVATION LAB - DAY

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

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

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

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

                         MALCOLM
               It's still an electric shock!

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

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

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

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

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

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

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

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

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

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

     Malcolm sees Mary Lambretta.

                         MALCOLM
               Are you working with her?

                         MARROW
               Mary, I'll meet you outside.

     She understands, and she closes the door.

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

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

                         MALCOLM
               You don't believe in the paranormal.

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

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

                         MARROW
               No.

                         MALCOLM
               I, I just can't...

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

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

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

     Marrow waits.

                         MALCOLM
               I'm gonna hate myself for this.

     But he nods.  Permission granted.

                         MARROW
               Thank you.

     INT. HALLWAY OUTSIDE LAB - DAY

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

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

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

                         MARY
               You know what he's really upset about?

                         MARROW
               What?

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

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

     INT. MARROW'S OFFICE - DAY

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

                         MARY
               It's for you.

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

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

                         MARY
               Test it.

     The phone still rings.  Marrow answers.

                         MARROW
               Yes, this is Doctor Marrow.

                         MARY
               How'd I know it was for you?

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

     He hangs up.

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

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

                         MARROW
               Good.

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

                         MARROW (cont'd)
               This is correct?

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

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

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

     Mary balks at his teasing.

                         MARY
               I put my favorites on the top.

     Marrow continues to study the files.

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

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

     Rows of weeping prisoners in the Stanford prison experiment.

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

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

                         MARROW
               That?  That's Hill House.

                         MARY
               This is where we're going?

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

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

     INT. NELL'S CAR - DAY

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

     EXT. ROUTE 39 - DAY

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

     INT. NELL'S CAR - DAY

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

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

     EXT. HILLSDALE - DAY (ESTABLISHING)

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

     EXT. GAS STATION - DAY

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

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

                         NELL
               Hello Baby...

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

     A VOICE from behind.

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

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

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

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

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

                         NELL
               That's all right.

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

                         NELL
               None.

                         MOM
               Then you're a teacher. Nursery school.

                         NELL
               No.

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

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

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

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

                         GAS STATION ATTENDANT
               Where you going?

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

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

     His helpful attitude changes dramatically.

                         GAS STATION ATTENDANT
               Hill House.

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

                         NELL
               What are you doing?

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

     He turns abruptly and walks away.

                         NELL
               Did I say something wrong to you?

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

     EXT. COUNTRY LANE - DAY

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

     INT. NELL'S CAR - DAY

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

     EXT. HILLS - DAY

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

     INT. NELL'S CAR - DAY

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

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

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

     EXT. HILL HOUSE GATE - DAY

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

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

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

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

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

                         MR. DUDLEY
               What do you want?

                         NELL
               Oh! You scared me.

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

                         NELL
               Are you Mister Dudley, the caretaker?

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

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

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

                         MR. DUDLEY
               Maybe she is...

     INT. NELL'S CAR - DAY

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

                         NELL
               Why do you need a chain like that?

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

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

                         NELL
               Is there something about the house?

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

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

     EXT. HILL HOUSE DRIVEWAY - DAY

     The car rumbles up the drive toward the carport.

     INT. NELL'S CAR - DAY

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

     EXT. HILL HOUSE - DAY

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

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

     Nell gets out of the car.

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

     EXT. GRAND ENTRY - DAY

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

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

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

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

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

     Tentative, she pushes it open into -

     INT. GRAND ENTRY - DAY (CONTINUOUS)

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

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

                         NELL
               Wow...

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

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

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

     INT. HALL FROM ENTRY TO GREAT HALL - DAY

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

                         NELL
               Hello? Hello? Mrs. Dudley?

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

     INT. GREAT HALL - DAY (CONTINUOUS)

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

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

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

                         NELL
               Mrs. Dudley?

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

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

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

     INT. KITCHEN - DAY (CONTINUOUS)

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

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

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

                         NELL
               Mrs. Dudley.

                         MRS. DUDLEY
               So far.

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

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

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

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

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

     INT. GRAND STAIRWAY/MEZZANINE - DAY

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

     The nameplate reads HUGH CRAIN.

                         NELL
               Hugh Crain.

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

     INT. 2ND FLOOR HALLWAY, NORTH WING - DAY

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

     INT. NELL'S ROOM - DAY

     Nell lowers her suitcase.

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

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

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

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

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

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

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

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

                         NELL
               Why would we --

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

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

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

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

     INT. 2ND FLOOR HALLWAY, NORTH WING - DAY

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

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

     INT. MEZZANINE - SUNSET (CONTINUOUS)

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

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

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

                         NELL
               Finally.

     She backs away from the window, spins around --

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

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

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

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

     INT. 2ND FLOOR HALLWAY, NORTH WING - DAY

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

                         NELL
               Hello?

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

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

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

     INT. BACK STAIRWAY - DAY

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

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

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

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

     Theo is a little thrown by Nell's gushing.

                         NELL (cont'd)
               What a beautiful jacket.

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

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

                         NELL
               This?  It's from a thrift shop.

                         THEO
               What did it cost?

                         NELL
               Fifteen dollars.

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

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

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

                         NELL
               I don't know what you mean.

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

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

     INT. THEO'S ROOM - DAY

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

                         THEO
               This is so twisted.

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

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

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

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

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

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

                         NELL
               We couldn't even hear you.

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

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

                         NELL
               No one will come any nearer than that.

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

                         MRS. DUDLEY
               In the night. In the dark.

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

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

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

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

                         NELL
               That's why we're here.

                         THEO
               What do you do?

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

                         THEO
               That depends.

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

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

                         NELL
               Not really.

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

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

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

                         NELL
               No.

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

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

     Nell peeks, sees Theo is decent, turns around.

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

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

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

     INT. 2ND FLOOR HALLWAY - DUSK

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

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

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

     Theo starts down the hall.  Nell follows.

     INT. RED PARLOR - DUSK

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

                         THEO
               Maybe you shouldn't touch --

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

     INT. MEZZANINE - DUSK

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

                         THEO
               Jeez.

                         NELL
               I know.

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

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

     Theo walks out, swings around.

                         THEO
               Which one? Pick any.

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

     INT. SMALL PARLOR (CONFUSING ROOMS) - DUSK

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

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

     Theo goes running for another door and is out.

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

     INT. STATUARY HALL - DUSK (CONTINUOUS)

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

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

     Nell laughs - appalled and loving every minute of it.

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

                         NELL
               Theo!

     INT. HALL OF MIRRORS - DUSK (CONTINUOUS)

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

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

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

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

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

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

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

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

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

     They open a door to --

     INT. HALLWAY OUTSIDE LOCKED ROOM - DUSK (CONTINUOUS)

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

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

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

                         NELL
               We should go back.

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

     INT. NARROW STAIRCASE - DUSK

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

                         NELL
               Theo, I'm scared --

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

     INT. GRAND ENTRY - NIGHT

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

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

                         NELL
               Uh... Nell Vance...

                         LUKE
               And what kind of sleeper?

                         NELL
               Well, I... uh...

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

                         THEO
               You'll never guess.

     She won't answer.

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

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

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

                         MARROW
               And this is Todd, he just came up.

     TODD comes in.

                         TODD
               Hi. I'm Todd Aubochon.

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

                         TODD
                   (playing)
               Greetings fellow sheep counter.

                         MARROW
               And this is my assistant, Mary Lambretta.

                         LUKE
               Greetings.

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

     Marrow is still putting everyone at ease.

                         MARROW
               Eleanor, how was the drive?

                         NELL
               You can call me Nell, Dr. Marrow.

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

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

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

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

                         MARROW
               Have either of you seen David Watts?

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

                         NELL
               I only saw Theo drive up.

                         LUKE
               Who's Watts?

                         MARROW
               The man who completes the group.

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

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

     INT. GREAT HALL - NIGHT

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

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

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

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

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

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

                         MARY
               I can tell you what this is about.

                         MARROW
               Eat first, questions later, Mary, please.

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

                         NELL
               Is something wrong?

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

                         NELL
               What?

                         MARY
               Eat first, questions later.

     And suddenly awkward, Mary exits after the others.

     INT. DINING ROOM - NIGHT

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

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

                         TODD
               What?

                         LUKE
               Every year is a good year.

                         MARROW
               Theo? It's your turn.

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

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

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

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

                         THEO (cont'd)
               Excuse me.

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

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

     Nell hears this, Nell is tuned into Mary.

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

     Nell wishes she could hide under her plate.

                         NELL
               All of you have such interesting
               problems.

     There's laughter.

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

                         MARROW
               You wrote that you had trouble sleeping.

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

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

                         MARROW
               We're glad you're here.

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

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

     INT. RED PARLOR - NIGHT

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

                         MARY
               It's an Erard. Late 1870s.

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

                         NELL
               What's wrong?

                         MARY
               The harp is out of tune.

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

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

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

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

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

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

                         THEO
               When do we take the tests?

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

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

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

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

                         MARY
               Dr. Marrow, what is this house?

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

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

                         NELL
               All the carvings.

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

                         MARY
               What happened?

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

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

                         NELL
               That's so sad.

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

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

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

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

     Mary SCREAMS in pain.

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

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

                         TODD
               Oh Jesus.

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

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

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

                         MARROW
               Mary, let me see your eye.

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

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

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

     EXT. HILL HOUSE DRIVEWAY - NIGHT

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

                         LUKE
               Keep your head back, that's it.

     Todd opens his door.  Marrow hands him a key.

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

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

                         LUKE
               That could have been worse.

                         MARROW
               Yeah.

     As they turn back, Marrow taps Luke.

                         MARROW
               Luke, can I talk to you?

                         LUKE
               Sure.

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

                         LUKE
               Why?

                         MARROW
               I've read your tests.

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

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

                         LUKE
               I can keep a secret.

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

     INT. MEZZANINE - NIGHT

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

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

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

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

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

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

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

                         THEO
               Nell, it was an accident.

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

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

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

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

                         MARROW (cont'd)
               Publish or perish.

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

     INT. NELL'S ROOM - NIGHT

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

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

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

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

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

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

                         NELL
               Yes. I've missed it.

                         THEO
               No. The world has missed you.

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

                         NELL
               Good night, Theo.

                         THEO
               You, too. Happy tossing and turning.

     INT. NELL'S ROOM - NIGHT

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

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

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

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

     INT. GREAT HALL - NIGHT

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

     INT. GRAND STAIRWAY - NIGHT

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

     INT. HALL OUTSIDE LOCKED ROOM - NIGHT

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

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

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

     INT. NELL'S ROOM - NIGHT

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

                         NELL
               Coming, Mother!

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

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

                         THEO (OC)
               Nell!

     Nell spins to the bathroom door, goes through --

     INT. NELL'S BATHROOM - NIGHT (CONTINUOUS)

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

     INT. THEO'S ROOM - NIGHT (CONTINUOUS)

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

                         THEO
               What is it!?

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

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

                         THEO (cont'd)
               Nell!

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

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

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

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

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

                         THEO (cont'd)
               Nell!

     Nell charges the door, screaming:

                         NELL
               No!

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

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

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

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

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

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

     Nell looks at Theo.

     Then Theo looks at the bathroom.

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

     INT. NELL'S BATHROOM - NIGHT (CONTINUOUS)

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

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

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

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

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

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

     INT. THEO'S ROOM - NIGHT (CONTINUOUS)

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

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

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

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

                         THEO
               Luke.

     She grabs for the door and lets Luke in.

     INT. NELL'S ROOM - NIGHT

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

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

     INT. KITCHEN - NIGHT

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

                         NELL
               You really didn't hear anything?

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

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

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

     INT. GROUND FLOOR HALLWAY - NIGHT

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

     INT. KITCHEN - NIGHT

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

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

                         MARROW
               Go ahead.

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

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

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

     Marrow watches the exchange closely.

                         MARROW
               The cold sensation. Who felt it first?

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

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

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

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

     INT. THEO'S ROOM - NIGHT

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

                         THEO
               I did just take a bath.

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

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

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

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

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

     INT. NELL'S BATHROOM - NIGHT

     Nell stands in the door to her room.

                         NELL
               Good night, Theo.

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

     INT. NELL'S ROOM - NIGHT

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

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

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

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

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

                         GIRL VOICE
               Find us, find us Eleanor.

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

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

     INT. DINING ROOM - DAY

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

                         NELL
               Sorry.

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

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

                         NELL
               Am I that bad?

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

                         THEO
               Well this is a cozy breakfast.

                         MARROW
               Good morning, Theo. Luke.

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

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

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

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

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

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

                         THEO (cont'd)
               Your makeup too.

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

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

     INT. GREAT HALL - DAY

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

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

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

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

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

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

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

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

     Nell turns him an appalled look.

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

                         NELL
               Couldn't get the last ones. You?

                         LUKE
               I did okay.

     Nell looks at the test, tries to digest this.

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

     Luke just smiles, rises.  We'll see.

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

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

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

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

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

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

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

     -- SOMETHING INSIDE THE FIREPLACE MOVES BEHIND THE MESH!

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

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

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

     INT. FOYER - DAY

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

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

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

     INT. GREAT HALL - DAY

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

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

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

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

     Nell and Theo watch, apprehensive.

                         NELL
               Jim...

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

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

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

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

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

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

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

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

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

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

                         LUKE
               Who drives a Toyota?

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

                         THEO
               Maybe they're Mary's.

                         MARROW
               Mary came with me.

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

     EXT. HILL HOUSE - DAY

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

                         NELL
               This is my car.

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

                         MARROW
               And those are Luke's and mine.

                         LUKE
               There's a carriage house around back.

     EXT. CARRIAGE HOUSE - DAY

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

     INT. CARRIAGE HOUSE - DAY

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

                         LUKE
               Well, this lot is full!

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

                         NELL
               How could he have left without his keys?

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

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

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

     INT. STATUARY HALL AND SHORT MONTAGE THROUGH HOUSE - DAY

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

                         MARROW
               Watts!

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

     INT. VARIOUS ROOMS AND HALLS - DAY

     Luke calls out.

                         LUKE
               Watts! Oh Watts! Here Wattsy...

     INT. VARIOUS ROOMS AND HALLS - DAY

     Marrow is looking for him, too.

                         MARROW
               Watts! Can you hear us?

     INT. VARIOUS ROOMS AND HALLS - DAY

     Nell and Theo, walking into rooms.

                         THEO
               Watts?

                         NELL
               What's his first name?

                         THEO
               David.

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

     INT. KITCHEN - DAY

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

                         MARROW
               Do you know who these keys belong to?

                         MRS. DUDLEY
               No.

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

                         MRS. DUDLEY
               No.

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

                         MRS.  DUDLEY
               -- Haven't seen him.

                         MARROW
               Thank you.

     Frustrated, he continues on.

     INT. HALLWAY OUTSIDE LOCKED ROOM - DAY

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

                         NELL
               David?

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

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

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

     Nell approaches.  Closer and closer.  The door nears.

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

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

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

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

     ON the two women.

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

                         NELL
               No, it's getting worse.

                         MARROW
               Nell! What's wrong?

                         NELL
               That smell... oh, God.

     Theo blanches, looks at Nell.  She smells it too, and in
     mirror image