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Haunting, The (1999)

by David Self.
Based on the Novel by Shirley Jackson.
Initial Shooting Script, 11/10/98.
Revisions by Michael Tolkin.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


BEGIN MAIN TITLE SEQUENCE.

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

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

FADE IN:

EXT. HOUSING PROJECT, CHARLESTOWN, MASSACHUSETTS - DAY

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

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

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

INT. LIVING ROOM, NELL'S APARTMENT - DAY

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

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

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

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

			JANE (cont'd)
	Nell?

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

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

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

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

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

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

Nell explodes in outraged fury, startling us.

			NELL
	-- I've never worked? --

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

			LOU
	Eleven years.  Long time.

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

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

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

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

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

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

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

Nell turns away, sick, breathing hard.

Jane picks up a JEWELRY BOX from a dresser.

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

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

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

INT. NELL'S KITCHEN - DAY

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

Clutching the necklace, she goes back out the door.

INT. LIVING ROOM, NELL'S APARTMENT - DAY

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

INT. SICK ROOM - DAY (CONTINUOUS)

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

Nell lingers in the doorway a beat, daunted.

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

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

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

INT. LIVING ROOM, NELL'S APARTMENT - DAY

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

INT. NELL'S KITCHEN - DAY

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

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

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

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

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

	      TROUBLE SLEEPING?

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

END MAIN TITLE SEQUENCE

INT. PSYCH OBSERVATION LAB - DAY

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

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

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

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

			MALCOLM
	It's still an electric shock!

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

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

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

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

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

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

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

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

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

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

Malcolm sees Mary Lambretta.

			MALCOLM
	Are you working with her?

			MARROW
	Mary, I'll meet you outside.

She understands, and she closes the door.

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

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

			MALCOLM
	You don't believe in the
	paranormal.

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

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

			MARROW
	No.

			MALCOLM
	I, I just can't...

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

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

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

Marrow waits.

			MALCOLM
	I'm gonna hate myself for this.

But he nods.  Permission granted.

			MARROW
	Thank you.

INT. HALLWAY OUTSIDE LAB - DAY

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

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

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

			MARY
	You know what he's really upset
	about?

			MARROW
	What?

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

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

INT. MARROW'S OFFICE - DAY

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

			MARY
	It's for you.

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

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

			MARY
	Test it.

The phone still rings.  Marrow answers.

			MARROW
	Yes, this is Doctor Marrow.

			MARY
	How'd I know it was for you?

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

He hangs up.

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

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

			MARROW
	Good.

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

			MARROW (cont'd)
	This is correct?

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

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

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

Mary balks at his teasing.

			MARY
	I put my favorites on the top.

Marrow continues to study the files.

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

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

Rows of weeping prisoners in the Stanford prison experiment.

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

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

			MARROW
	That?  That's Hill House.

			MARY
	This is where we're going?

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

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

INT. NELL'S CAR - DAY

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

EXT. ROUTE 39 - DAY

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

INT. NELL'S CAR - DAY

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

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

EXT. HILLSDALE - DAY (ESTABLISHING)

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

EXT. GAS STATION - DAY

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

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

			NELL
	Hello Baby...

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

A VOICE from behind.

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

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

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

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

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

			NELL
	That's all right.

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

			NELL
	None.

			MOM
	Then you're a teacher.  Nursery
	school.

			NELL
	No.

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

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

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

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

			GAS STATION ATTENDANT
	Where you going?

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

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

His helpful attitude changes dramatically.

			GAS STATION ATTENDANT
	Hill House.

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

			NELL
	What are you doing?

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

He turns abruptly and walks away.

			NELL
	Did I say something wrong to you?

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

EXT. COUNTRY LANE - DAY

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

INT. NELL'S CAR - DAY

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

EXT. HILLS - DAY

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

INT. NELL'S CAR - DAY

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

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

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

EXT. HILL HOUSE GATE - DAY

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

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

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

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

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

			MR. DUDLEY
	What do you want?

			NELL
	Oh!  You scared me.

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

			NELL
	Are you Mister Dudley, the
	caretaker?

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

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

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

			MR. DUDLEY
	Maybe she is...

INT. NELL'S CAR - DAY

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

			NELL
	Why do you need a chain like that?

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

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

			NELL
	Is there something about the
	house?

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

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

EXT. HILL HOUSE DRIVEWAY - DAY

The car rumbles up the drive toward the carport.

INT. NELL'S CAR - DAY

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

EXT. HILL HOUSE - DAY

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

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

Nell gets out of the car.

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

EXT. GRAND ENTRY - DAY

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

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

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

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

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

Tentative, she pushes it open into --

INT. GRAND ENTRY - DAY (CONTINUOUS)

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

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

			NELL
	Wow...

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

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

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

INT. HALL FROM ENTRY TO GREAT HALL - DAY

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

			NELL
	Hello?  Hello?  Mrs. Dudley?

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

INT. GREAT HALL - DAY (CONTINUOUS)

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

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

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

			NELL
	Mrs. Dudley?

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

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

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

INT. KITCHEN - DAY (CONTINUOUS)

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

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

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

			NELL
	Mrs. Dudley.

			MRS. DUDLEY
	So far.

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

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

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

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

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

INT. GRAND STAIRWAY/MEZZANINE - DAY

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

The nameplate reads HUGH CRAIN.

			NELL
	Hugh Crain.

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

INT. 2ND FLOOR HALLWAY, NORTH WING - DAY

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

INT. NELL'S ROOM - DAY

Nell lowers her suitcase.

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

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

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

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

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

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

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

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

			NELL
	Why would we --

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

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

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

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

INT. 2ND FLOOR HALLWAY, NORTH WING - DAY

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

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

INT. MEZZANINE - SUNSET (CONTINUOUS)

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

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

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

			NELL
	Finally.

She backs away from the window, spins around --

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

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

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

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

INT. 2ND FLOOR HALLWAY, NORTH WING - DAY

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

			NELL
	Hello?

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

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

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

INT. BACK STAIRWAY - DAY

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

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

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

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

Theo is a little thrown by Nell's gushing.

			NELL (cont'd)
	What a beautiful jacket.

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

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

			NELL
	This?  It's from a thrift shop.

			THEO
	What did it cost?

			NELL
	Fifteen dollars.

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

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

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

			NELL
	I don't know what you mean.

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

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

INT. THEO'S ROOM - DAY

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

			THEO
	This is so twisted.

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

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

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

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

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

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

			NELL
	We couldn't even hear you.

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

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

			NELL
	No one will come any nearer than
	that.

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

			MRS. DUDLEY
	In the night.  In the dark.

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

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

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

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

			NELL
	That's why we're here.

			THEO
	What do you do?

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

			THEO
	That depends.

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

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

			NELL
	Not really.

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

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

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

			NELL
	No.

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

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

Nell peeks, sees Theo is decent, turns around.

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

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

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

INT. 2ND FLOOR HALLWAY - DUSK

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

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

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

Theo starts down the hall.  Nell follows.

INT. RED PARLOR - DUSK

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

			THEO
	Maybe you shouldn't touch --

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

INT. MEZZANINE - DUSK

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

			THEO
	Jeez.

			NELL
	I know.

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

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

Theo walks out, swings around.

			THEO
	Which one?  Pick any.

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

INT. SMALL PARLOR (CONFUSING ROOMS) - DUSK

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

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

Theo goes running for another door and is out.

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

INT. STATUARY HALL - DUSK (CONTINUOUS)

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

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

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

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

			NELL
	Theo!

INT. HALL OF MIRRORS - DUSK (CONTINUOUS)

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

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

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

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

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

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

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

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

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

They open a door to --

INT. HALLWAY OUTSIDE LOCKED ROOM - DUSK (CONTINUOUS)

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

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

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

			NELL
	We should go back.

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

INT. NARROW STAIRCASE - DUSK

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

			NELL
	Theo, I'm scared --

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

INT. GRAND ENTRY - NIGHT

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

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

			NELL
	Uh... Nell Vance...

			LUKE
	And what kind of sleeper?

			NELL
	Well, I... uh...

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

			THEO
	You'll never guess.

She won't answer.

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

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

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

			MARROW
	And this is Todd, he just came up.

TODD comes in.

			TODD
	Hi.  I'm Todd Aubochon.

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

			TODD
		(playing)
	Greetings fellow sheep counter.

			MARROW
	And this is my assistant, Mary
	Lambretta.

			LUKE
	Greetings.

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

Marrow is still putting everyone at ease.

			MARROW
	Eleanor, how was the drive?

			NELL
	You can call me Nell, Dr. Marrow.

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

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

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

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

			MARROW
	Have either of you seen David
	Watts?

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

			NELL
	I only saw Theo drive up.

			LUKE
	Who's Watts?

			MARROW
	The man who completes the group.

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

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

INT. GREAT HALL - NIGHT

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

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

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

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

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

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

			MARY
	I can tell you what this is about.

			MARROW
	Eat first, questions later, Mary,
	please.

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

			NELL
	Is something wrong?

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

			NELL
	What?

			MARY
	Eat first, questions later.

And suddenly awkward, Mary exits after the others.

INT. DINING ROOM - NIGHT

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

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

			TODD
	What?

			LUKE
	Every year is a good year.

			MARROW
	Theo?  It's your turn.

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

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

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

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

			THEO (cont'd)
	Excuse me.

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

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

Nell hears this, Nell is tuned into Mary.

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

Nell wishes she could hide under her plate.

			NELL
	All of you have such interesting
	problems.

There's laughter.

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

			MARROW
	You wrote that you had trouble
	sleeping.

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

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

			MARROW
	We're glad you're here.

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

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

INT. RED PARLOR - NIGHT

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

			MARY
	It's an Erard.  Late 1870s.

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

			NELL
	What's wrong?

			MARY
	The harp is out of tune.

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

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

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

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

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

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

			THEO
	When do we take the tests?

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

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

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

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

			MARY
	Dr. Marrow, what is this house?

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

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

			NELL
	All the carvings.

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

			MARY
	What happened?

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

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

			NELL
	That's so sad.

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

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

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

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

Mary SCREAMS in pain.

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

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

			TODD
	Oh Jesus.

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

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

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

			MARROW
	Mary, let me see your eye.

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

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

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

EXT. HILL HOUSE DRIVEWAY - NIGHT

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

			LUKE
	Keep your head back, that's it.

Todd opens his door.  Marrow hands him a key.

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

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

			LUKE
	That could have been worse.

			MARROW
	Yeah.

As they turn back, Marrow taps Luke.

			MARROW
	Luke, can I talk to you?

			LUKE
	Sure.

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

			LUKE
	Why?

			MARROW
	I've read your tests.

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

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

			LUKE
	I can keep a secret.

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

INT. MEZZANINE - NIGHT

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

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

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

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

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

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

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

			THEO
	Nell, it was an accident.

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

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

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

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

			MARROW (cont'd)
	Publish or perish.

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

INT. NELL'S ROOM - NIGHT

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

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

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

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

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

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

			NELL
	Yes.  I've missed it.

			THEO
	No.  The world has missed you.

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

			NELL
	Good night, Theo.

			THEO
	You, too.  Happy tossing and
	turning.

INT. NELL'S ROOM - NIGHT

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

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

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

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

INT. GREAT HALL - NIGHT

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

INT. GRAND STAIRWAY - NIGHT

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

INT. HALL OUTSIDE LOCKED ROOM - NIGHT

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

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

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

INT. NELL'S ROOM - NIGHT

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

			NELL
	Coming, Mother!

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

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

			THEO (OC)
	Nell!

Nell spins to the bathroom door, goes through --

INT. NELL'S BATHROOM - NIGHT (CONTINUOUS)

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

INT. THEO'S ROOM - NIGHT (CONTINUOUS)

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

			THEO
	What is it!?

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

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

			THEO (cont'd)
	Nell!

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

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

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

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

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

			THEO (cont'd)
	Nell!

Nell charges the door, screaming:

			NELL
	No!

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

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

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

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

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

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

Nell looks at Theo.

Then Theo looks at the bathroom.

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

INT. NELL'S BATHROOM - NIGHT (CONTINUOUS)

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

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

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

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

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

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

INT. THEO'S ROOM - NIGHT (CONTINUOUS)

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

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

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

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

			THEO
	Luke.

She grabs for the door and lets Luke in.

INT. NELL'S ROOM - NIGHT

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

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

INT. KITCHEN - NIGHT

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

			NELL
	You really didn't hear anything?

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

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

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

INT. GROUND FLOOR HALLWAY - NIGHT

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

INT. KITCHEN - NIGHT

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

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

			MARROW
	Go ahead.

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

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

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

Marrow watches the exchange closely.

			MARROW
	The cold sensation.  Who felt it
	first?

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

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

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

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

INT. THEO'S ROOM - NIGHT

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

			THEO
	I did just take a bath.

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

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

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

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

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

INT. NELL'S BATHROOM - NIGHT

Nell stands in the door to her room.

			NELL
	Good night, Theo.

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

INT. NELL'S ROOM - NIGHT

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

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

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

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

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

			GIRL VOICE
	Find us, find us Eleanor.

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

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

INT. DINING ROOM - DAY

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

			NELL
	Sorry.

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

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

			NELL
	Am I that bad?

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

			THEO
	Well this is a cozy breakfast.

			MARROW
	Good morning, Theo.  Luke.

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

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

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

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

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

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

			THEO (cont'd)
	Your makeup too.

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

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

INT. GREAT HALL - DAY

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

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

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

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

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

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

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

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

Nell turns him an appalled look.

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

			NELL
	Couldn't get the last ones.  You?

			LUKE
	I did okay.

Nell looks at the test, tries to digest this.

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

Luke just smiles, rises.  We'll see.

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

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

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

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

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

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

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

-- SOMETHING INSIDE THE FIREPLACE MOVES BEHIND THE MESH!

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

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

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

INT. FOYER - DAY

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

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

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

INT. GREAT HALL - DAY

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

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

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

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

Nell and Theo watch, apprehensive.

			NELL
	Jim...

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

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

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

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

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

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

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

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

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

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

			LUKE
	Who drives a Toyota?

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

			THEO
	Maybe they're Mary's.

			MARROW
	Mary came with me.

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

EXT. HILL HOUSE - DAY

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

			NELL
	This is my car.

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

			MARROW
	And those are Luke's and mine.

			LUKE
	There's a carriage house around
	back.

EXT. CARRIAGE HOUSE - DAY

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

INT. CARRIAGE HOUSE - DAY

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

			LUKE
	Well, this lot is full!

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

			NELL
	How could he have left without his
	keys?

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

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

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

INT. STATUARY HALL AND SHORT MONTAGE THROUGH HOUSE - DAY

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

			MARROW
	Watts!

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

INT. VARIOUS ROOMS AND HALLS - DAY

Luke calls out.

			LUKE
	Watts!  Oh Watts!  Here Wattsy...

INT. VARIOUS ROOMS AND HALLS - DAY

Marrow is looking for him, too.

			MARROW
	Watts!  Can you hear us?

INT. VARIOUS ROOMS AND HALLS - DAY

Nell and Theo, walking into rooms.

			THEO
	Watts?

			NELL
	What's his first name?

			THEO
	David.

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

INT. KITCHEN - DAY

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

			MARROW
	Do you know who these keys belong
	to?

			MRS. DUDLEY
	No.

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

			MRS. DUDLEY
	No.

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

			MRS.  DUDLEY
	-- Haven't seen him.

			MARROW
	Thank you.

Frustrated, he continues on.

INT. HALLWAY OUTSIDE LOCKED ROOM - DAY

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

			NELL
	David?

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

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

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

Nell approaches.  Closer and closer.  The door nears.

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

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

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

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

ON the two women.

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

			NELL
	No, it's getting worse.

			MARROW
	Nell!  What's wrong?

			NELL
	That smell... oh, God.

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

EXT. VERANDA - DAY

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

			MARROW
	What did it smell like?

			NELL
	It was very specific.

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

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

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

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

			MARROW
	What happened after you smelled
	it?

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

			MARROW
	Like she smelled it too?

			NELL
	Yes.

			MARROW
	And then what happened?

			NELL
	I got more scared.

Marrow thinks about this.

			MARROW
	Hmm.

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

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

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

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

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

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

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

			MARROW
	I really haven't either.

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

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

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

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

-- Luke.

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

INT. GRAND STAIRWAY - DAY

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

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

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

			NELL
	My name.

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

			NELL (cont'd)
	No...

But the substance doesn't come from the ceiling.

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

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

INT. RED PARLOR - DAY

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

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

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

She looks at all three of them.

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

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

			LUKE
	I didn't do it.

			THEO
	You could have.

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

			THEO
	No.

			NELL
	Theo... Did you?

			THEO
	Maybe you did it yourself.

			NELL
	Why?

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

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

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

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

And she runs out.

Nell grabs for the door to leave.

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

EXT. 2ND FLOOR BALCONY - DAY

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

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

			NELL
	Are you coming to confess?

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

She smiles.

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

			MARROW
	I don't know.

			NELL
	It was a stupid thing to do.

			MARROW
	It was.

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

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

			NELL
		(still too shaky
		 for enthusiasm)
	Sure.

INT. GREENHOUSE - DAY

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

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

Nell loves the greenhouse.  It takes her breath away.

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

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

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

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

			MR. DUDLEY
	That's where she hanged herself.

			NELL
	Who?

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

			MARROW
	That's enough, Mister Dudley.

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

			MARROW
	Thank you, Mister Dudley,
	please...

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

			NELL
	Why?

			MR. DUDLEY
	Why'd she kill herself?

			NELL
	Yes.

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

			NELL
	Why?

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

And off he goes.

			MARROW
	That's a horrible story.

Nell looks up, and smiles.

			MARROW (cont'd)
	You're smiling.

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

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

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

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

			MARROW
	Someone is playing with you.

			NELL
	Why?

			MARROW
	I don't know.

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

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

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

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

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

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

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

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

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

			MARROW
	What is that tune?

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

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

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

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

EXT. REAR LAWN - DAY

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

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

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

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

EXT. FAMILY CEMETERY - DAY (CONTINUOUS)

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

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

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

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

			NELL
	Only two days.

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

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

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

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

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

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

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

INT. MEZZANINE - DAY

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

INT. RED PARLOR - DAY

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

INT. CRAIN'S SECRET STUDY - DAY

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

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

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

			NELL
	Crain's study.

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

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

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

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

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

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

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

Nell follows them back, eyes searching across the ledger.

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

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

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

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

INT. GRAND STAIRWAY - NIGHT

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

INT. NELL'S ROOM - NIGHT

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

			THEO
	That's so sad.

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

			THEO
	Before he painted your name over
	Mister Crain.

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

			NELL
	You really think it was Luke?

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

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

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

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

Nell finally puts the book down and takes a drink.

			NELL
	I've never had a pedicure before.

			THEO
	Well?

			NELL
	Red.
		(into this now)
	What else?

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

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

Nell looks down her long legs at Theo.

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

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

Nell shoots down the rest of the glass of wine.

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

			THEO
	I have a loft.

Nell is thrilled with this.

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

Theo looks up, understands what she's asking.

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

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

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

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

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

Theo looks up at her, unreadable.

			THEO
	All the time.

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

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

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

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

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

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

			THEO
	Are you sure?

			NELL
	I think so.

			THEO
	Okay.

INT. NELL'S ROOM - NIGHT

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

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

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

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

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

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

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

She steadies herself, feeling the alcohol.  Gets control.

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

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

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

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

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

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

EXT. HILL HOUSE GATES - NIGHT

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

EXT. HILL HOUSE - NIGHT

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

INT. NELL'S ROOM - NIGHT

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

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

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

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

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

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

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

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

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

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

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

INT. NELL'S BATHROOM - NIGHT

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

			THEO (OC)
	Nell?  Nell!

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

			NELL
	Who is doing this to me?

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

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

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

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

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

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

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

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

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

			THEO (cont'd)
	Nell...

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

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

			THEO (cont'd)
	Nell, the tub!

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

INT. THEO'S ROOM - NIGHT

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

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

			THEO
	Oh, God, your breath...

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

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

			THEO (cont'd)
	It's here.

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

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

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

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

			NELL
	HELP!

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

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

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

			NELL (cont'd)
	No!  Go AWAY!

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

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

INT. GREENHOUSE - NEXT DAY

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

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

			NELL
	-- What do you think?

Theo considers, then looks at her, severe.

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

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

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

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

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

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

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

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

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

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

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

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

INT. DINING ROOM - DAY

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

			NELL
	Jim?  I'm done.

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

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

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

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

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

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

			MARROW (OC)
	One minute!

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

			MARROW (cont'd)
	Nell.

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

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

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

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

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

INT. GROUND FLOOR HALLWAY - DAY

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

INT. GREAT HALL - DAY

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

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

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

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

Nell turns back to the House, lost.

INT. RED PARLOR - DAY

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

INT. CRAIN'S SECRET STUDY - DAY

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

			NELL
	How can he think I'm doing this!

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

It warms Nell.

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

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

Nell turns the page yet again.

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

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

			NELL (cont'd)
	She was pregnant.

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

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

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

Nell bolts from the room.

INT. GREAT HALL - DAY

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

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

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

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

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

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

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

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

Impaled on its hooks are TWO HUMAN SKULLS.

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

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

INT. GROUND HALLWAY FLOOR - DUSK

Nell stumbles down the hall, weeping in fear.

			NELL
	Theo!  Jim!  Help!

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

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

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

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

INT. HALLWAY OUTSIDE LOCKED ROOM - NIGHT

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

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

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

Another CRY comes from the far end.

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

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

Gaping cold and stench hit her.  She gags.

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

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

INT. PICTURE GALLERY - DUSK

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

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

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

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

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

			MARROW
	Get a blanket!

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

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

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

			MARROW
	She's in shock.  Come on.

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

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

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

			THEO
	Nell, what happened?

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

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

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

Marrow grabs her face.

			MARROW
	Nell!

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

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

Nell manages to focus on him, her breath laboring.

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

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

			THEO
	No.

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

			MARROW
	Theo!  You too.  Listen to me.

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

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

Everyone but Marrow REACTS.

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

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

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

			NELL
	Is this true?  I've been
	hypnotized?

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

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

Marrow shoots him a look: shut up.

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

			THEO
	How could you do this to people?

Nell bucks in his arms, furious, desperate.

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

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

			NELL
	-- but the painting!

Nobody says anythlng.  The silence tortures Nell.

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

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

			MARROW
	Why would we want to do that,
	Nell?

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

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

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

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

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

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

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

			THEO
	Aw, shhh Nell, shhh.

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

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

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

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

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

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

A disgusted Luke leaves the room.

INT. NELL'S ROOM - NIGHT

Nell lies in her bed, shivering.

			NELL
	Don't leave me.

Theo spreads an extra blanket over Nell.

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

			NELL
	I don't think I want any.

			THEO
	I do.

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

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

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

INT. KITCHEN - NIGHT

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

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

			LUKE
	Do we still get paid for the week?

			MARROW
	You get your money.

Awkward silence.

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

			LUKE
	Is that the question of compassion
	or science?

			MARROW
	It's a question.

			LUKE
	She got the child labor stuff from
	me.

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

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

He knows this.  It tears him apart.

			MARROW
	Is she asleep?

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

Marrow nods, gets his briefcase, exits.

INT. GREAT HALL - NIGHT

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

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

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

Marrow considers, then shakes his head, feels stupid for even coming
in to check.

Suddenly his CELL PHONE RINGS, startling him.

			MARROW
	Shit.
		(answering the
		 phone)
	Hello?  Yes, this is Dr. Marrow.
		(beat)
	Oh, hello.  Thank you for
	returning the call.
		(beat)
	No.  You mean he hasn't returned?
		(long beat)
	No, we haven't seen him.
		(beat)
	Can you tell me, what sort of car
	does he drive?
		(beat, reacting)
	A Toyota...

INT. HALLWAY OUTSIDE KITCHEN - NIGHT

Luke stops Theo, carrying a tray of food and tea, outside the
kitchen door.

			THEO
	We're fucked.  We're in a haunted
	house and we can't get out until
	the morning.

			LUKE
	You don't really believe it's
	haunted... Do you believe in
	ghosts?

			THEO
	That depends on your definition of
	ghosts.  I'm going to check on
	her, and then I'm going to stay
	awake.

			LUKE
	All night?

			THEO
	Yeah.

			LUKE
	You want company?

			THEO
	Maybe someday.

Some sexual awareness.

INT. NELL'S ROOM - NIGHT

Nell lies in her bed asleep, the room dark except for the last,
guttering end of one of the candles.  It goes out.

A FAINT SOUND.  LONG, LOW, like the inarticulate murmur of a dozen
madmen.  Nell stirs.  Her eyes open.  She hears the sound.

The wall on the opposite side of the room catches the pale gloom
from the window.  The twisting figures in the plaster, the low-
relief, the shadows they make seem to COME TOGETHER AS AN EYE.
Black.  Not human.  The woodwork around it like some half-face.

The GIBBERING begins to RISE.

OUT OF THE CORNER OF HER EYE she can see a FORM beside her in the
bed.

Nell's mouth moves.  She manages to form words, but it's just a
whisper.

			NELL
	Theo...

Nell reaches out under the covers.

Her HAND is suddenly grasped.

THE EYE on the wall stares.  The babbling, liquid, deep voice
mounts, and as the shadows move ever so slowly, the EYE seems to
roam over the room.

			NELL (cont'd)
	Oh, God.  It's looking for me.

And then the babbling stops.  Nell grimaces in pain.  She tries to
look at Theo, but it's far too DARK right there beside her.

			NELL (cont'd)
	Theo, my hand.  You're hurting me.

In the place of the babbling, another sound.  High-pitched, drawn-
out.  A CHILD'S CRY.  Nell reacts.

The cry wails louder, coming through the wall.  It's a wail of
agony.  A wail not of this earth.  Nell struggles, racked between
the pain in her hand and the tortured child's cry.

			NELL (cont'd)
	A child.  No.  No!  I'm right
	HERE!

The EYE focusses on her.  Dead on her.  Nell stops.  And with sudden
violence, she's WRENCHED out of the bed by whatever's beside her.
Nell hits the floor with a scream.  She grabs at the table on this
side of the bed, pulling a lamp down on her, yanking at its chain.

The room FLASHES into brilliance.  Nell stands up, panting... There
is nothing in the room.  No Theo.  She looks at her hand.

The eye on the wall is gone.

			NELL (cont'd)
	Oh, God.  Who was holding my hand?

Nell snaps around.  There on the window, SPREADING before her eyes
the frost on the glass is melting into a HORRIFYING FACE.  The face
of CRAIN.

Nell recoils in prickling fear.  Living fear.  Then her fear turns
to RAGE.  In the blink of an eye there's a heavy ashtray in her
hand, and it's flying at the window.

			NELL (cont'd)
	I will not let you hurt a CHILD!

The window BASHES out into the night, the face vanishing with a HOWL
of air.

INT. NELL'S BATHROOM - NIGHT

NeIl explodes from her room, a flying fury of hate.  The child-cry
seems to race ahead of her into --

INT. THEO'S ROOM - NIGHT (CONTINUOUS)

-- Theo's room, which is empty.  Now it seems like it's coming from
the door to the hall, is right there.  Nell races after it and --

INT. 2ND FLOOR HALLWAY, NORTH WING - NIGHT (CONTINUOUS)

-- barges out into the hallway.  She breaks into a run.  The cry
sounds from farther off.  Nell chases after it.

INT. NELL'S ROOM - NIGHT

Theo carrying a pot of tea and some cups enters quietly just in case
Nell is asleep.  She stops in surprise.  The window is smashed, lamp
on the floor.  Nell is gone.

			THEO
	Nell?

INT. NELL'S HALLWAY - NORTH WING - NIGHT

A panicked Theo runs out of Nell's room into the hallway.

			THEO
	Luke... Jim...!

INT. CROSS HALL - NIGHT

Halls sprawl away into darkness in all directions as Nell tries to
feel out where she is, and realizes she's lost.  Just like Theo and
she were before.  But now it's night.  And she's alone.  She's been
tricked.

Panting, she stops, presses herself against the wall.  Her breath
catches.

Across from her is a MIRROR.  Herself reflected in its tarnished
surface.  But there is something wrong with it.  Nell steps across
to it.

Her reflected self begins to SMILE.  But SHE'S NOT SMILING!  Nell
writhes in horror, but can't pull away from the mirror.  In it, her
GRIN WIDENS, INSANE.  The bottom half of her face is someone else's.

BANG!  Nell recoils.  The sound breaks the spell, knocking Nell back
from the mirror.

BANG.  BANG.  BANG.  Nell turns and runs.

INT. HALL OF PILLARS - NIGHT

The banging chases Nell into the hall of pillars.  Nell turns to
face whatever it is that's coming after her.  The BANGING
CRESCENDOES... and then recedes, still audible, but like the thing
following her has taken a wrong turn.

Another mirror on the wall.  Nell glimpses herself in it.  This time
her EYES are someone else's, lit with insanity.

Nell backs away, through doors into --

INT. HALL OF MIRRORS - NIGHT

-- the hall of mirrors.  Bang bang bang bang...

The octagonal, mirror-lined pillars cast and re-cast her reflection
throughout the room.  Nell is everywhere in plain sight, but hidden
by the very infinity of her images.  The BANGING grows louder.

			NELL
	Why do you want me?

The BANGING ceases.  And then we see the real Nell standing there.

			NELL (cont'd)
	WHO AM I?

She turns around.  Her REFLECTIONS all TURN with her.  EXCEPT ONE.
For a long moment, we see it but Nell doesn't.

And then she does.

The REFLECTED NELL stands there, hands hanging, silent.

Nell exhales in shuddering fear.  The Reflected Nell MOUTHS
compelling the real Nell to whisper with it:

			NELL (cont'd)
	Welcome home, Eleanor...

With that the Reflected Nell grins and her STOMACH SWELLS before our
eyes, pregnant just like Carolyn Crain.

			NELL (cont'd)
	No.

Nell runs.

INT. HALL OUTSIDE GREENHOUSE - NIGHT

Nell races down the long hall, bare feet flying, covering her face
from MIRRORS left and right.  She stumbles into --

INT. GREENHOUSE - NIGHT (CONTINUOUS)

-- the greenhouse where she slips on the marble.  She kicks the door
shut behind her and lunges for the spiral staircase, her horror
driving her up and up, setting the rickety thing swinging.  We HEAR
what Nell hears, the voices of children.

			VOICES OF CHILDREN
	Help us... help us...

			NELL
	I'm here... I'm here... I'm coming
	to you, I'm coming to you...

Nell climbs higher and higher into the dark reaches above.

AS SHE CLIMBS: through the greenhouse windows we see the night sky,
the clouds driven by the wind, the moon, old vines wrapped aroud the
skin of the greenhouse... and the shapes and shadows of the vines
seem to shift as if it was alive...

Nell reaches the landing.  The stair case rolls back and forth
beneath her.  A beat.  And then BAM!  The door slams open below.

			MARROW (OC)
	Nell!  Nell, are you in here?

Nell can only manage sobbing relief.

			LUKE (OC)
	Look, the stairs!

Nell drags herself to the hand rail.  Marrow, Luke and Theo rush
into view below.

They all react to the sight of Nell at the precarious top -- with
her insanely happy smile.  They think she's there to kill herself.
Just like Rene Crain.

They all freak out in a chorus of 'Nell!  No, Nell!'

			MARROW
	Nell!  Don't move.

Nell couldn't anyway.  She just grins madly, tears running down her
face.  Marrow grabs for the stairs, but they shift under Nell's
movement from up above.

			LUKE
	It's not going to hold your
	weight.

			MARROW
	Just stay there, Nell!

Marrow mounts the stairs.  The metal support rods sing out under his
weight.  And the whole thing pitches, rolling around as he goes up.
Five feet.  Ten feet.  Fifteen feet up.  The sway gets wilder as he
goes.

At twenty feet, with twenty more to go to reach Nell, he stops.  The
stairs buck, sway out dizzily.  And then to his dismay, he realizes
he's on the WRONG SIDE of the double helix staircase.

			MARROW (cont'd)
	Damn it.

He straddles the rail to climb over to the other half.

			LUKE
	Don't!

The sudden shift is too much for the old stairs.  The support rods
CREASE and then the whole enormous column of steel from where Marrow
is standing to the ground BURSTS from its supports.

Luke shoves Theo aside, and the bottom half of the stairs spirals
out in a massive, deafening COLLAPSE.  Marrow's cellular phone falls
out of his pocket and shatters in hundred pieces across the floor.

The top half of the stairs remains, still hanging from the ceiling.
Nell grips the railing at the top.

Marrow hangs there by one hand over the razor tangle of steel below.
He flails out for the other stairway, swings himself over to it.  It
takes a moment for him to realize he almost just died.  A moment of
paralysis.  This is no longer an experiment.  No longer fun and
games.

			MARROW
	Nell?  Are you up there?

There she is.  Marrow forces himself to start climbing the shaky
stairs.  Luke and Theo watch from below, tense.

Then he's there.  Nell stands a mere arm's length from him on the
other side of the railing.

			MARROW (cont'd)
	Come on, Nell.  You have to climb
	over and step back on the stairs.

Nell barely seems to hear him.  Instead she looks at the DEFORMING
SUPPORT RODS around her.  We HEAR the voices of the CHILDREN,
calling to her.

			MARROW (cont'd)
	Nell!  Now!

Theo, on the ground, calls up to Nell.

			THEO
	Nell, go with him!  Just go with
	him.

Nell refocuses on him and then gingerly climbs over the railing.
She hangs there.  She looks down at the tangled steel below...

			NELL
	The children want me.  They're
	calling me.  They need me.

			MARROW
	Nell.  You will come here now.

Nell looks UP at him, hazy.

And THEN BEHIND MARROW: the shifting clouds, the moon, the vines...
and suddenly all these random elements behind him form a dark
hideous face and in front of it a hand, and the hand is rushing
forward to PUSH MARROW OFF THE STEPS.

After we scream, NELL SCREAMS.

			NELL
	NO!

And as Marrow falls forward, pushed by the force behind him, Nell
grabs him... he is caught on the rail... As she has reached out to
him, now she has fallen into thin air, and she falls towards Marrow,
and they hold each other.  She has a hand... then a foot... she
slips... she holds on again... and reaches the staircase.  She grabs
on.

A moment's peace... and then a new disaster: with a metallic POP POP
POP the support rods spring from their anchors and the rest of the
stairwell next to them drops to the ground in a catastrophic
shattering of sound.

Marrow looks behind him, to whatever it was that Nell saw over his
shoulder.  He looks back at her.  Her eyes are closed, she won't
open them.

			MARROW
	We're going down the stairs, Nell,
	I'm taking you down the stairs.

He leads her go down the stairs.

INT. THEO'S ROOM - NIGHT

Marrow and Theo stand in the doorway to the shared bathroom watching
Luke finish taping a trash bag over Nell's broken window.  Nell lies
in her bed, asleep or unconscious, it's impossible to say.  Luke
finishes, comes over.  Marrow is hushed, grim, exhausted.

			THEO
	She needs help.

			MARROW
	I'll take her with me to the
	University tomorrow.  I can't
	believe I read the test wrong.  I
	didn't see anything that looked
	like she was suicidal.

			LUKE
	You used the wrong test.

			THEO
		(indignant)
	Will the two of you shut up!  God
	damn it!  Maybe the tests were
	right, Marrow.  She's sensitive,
	she's vulnerable, but I don't
	think she's suicidal and I didn't
	have to test her.  Maybe she
	wasn't trying to kill herself.
	Maybe she was really scared.
	Maybe she really heard voices.

Marrow looks away, doesn't want to say this.  Theo reads the
feelings on his face.

			LUKE
	You're not telling us something.

			MARROW
	Watts.  Those were his keys Nell
	found.  His roommate called and
	said Watts left when he was
	supposed to.  I think he's here.

			THEO
	He's wandering around the house,
	and Nell heard him.  She thought
	it was ghosts.  Let's go look for
	him again.

			MARROW
	No.  If he's lost somewhere in the
	house... he'll have to stay lost
	until tomorrow, until the night is
	over.  What we have to do now is
	be together, with Nell.

And they go.  Three scared people.

INT. NELL'S BATHROOM - NIGHT

Luke sits on the closed toilet and watches Nell in the adjoining
room.  Light from the bathroom falls across her fetal, curled form
in the bed.

The door to Theo's room is open too.  Luke glances over.  Theo lies
on her bed.  Marrow is slouched in a chair.

Luke settles back against the wall.

The HOUSE EXHALES, and the breath of the house is like the poppy
field in the Wizard of OZ; it brings on sleep.

INT. THEO'S ROOM - MUCH LATER THAT NIGHT

Marrow is struggling to stay awake and his eyes finally close.  Theo
breathes hard in the grips of some awful dream.

This is what the House wanted.

INT. NELL'S ROOM - NIGHT

Nell lies asleep, the ornate headboard looming behind her, black
with its strange plant-like splay of leaves.

Nell draws a deep, sleeping breath... and her EYES OPEN.  She lies
there, her breath still in her lungs, not moving, but sensing
something.  A long beat.  When she lets her breath out, we can see
it in the cold.

INT. NELL'S BATHROOM - NIGHT

Luke's head rests solidly on the wall.  His eyes are closed, unaware
his breath is fogging too.

INT. NELL'S ROOM - NIGHT

Nell lies there afraid to move, afraid to make the faintest sound.
From the darkness above WOOD CREAKS.  At first it seems like someone
is walking on the floor above.  But it is coming from within the
room.

The CARVINGS on the ceiling, the impossibly elaborate woodwork, ARE
MOVING.  Incredibly slowly, with incredible subtlety: turning inside
out, some of the forms lengthening, some shortening.  Carvings
changing here, changing there -- the ceiling coming alive -- with
some grand design we sense but cannot yet see.

The wood grows out of the ceiling eating its way down into the tall
bed POSTERS.  It crawls down the posters, straining the sinewy
baroque curves, swelling them...

The CREAKING begins from the darkness of the wall opposite Nell.
Nell inclines her head to see.  Out of the wall two enormous BULGES
grow, side by side.

From behind Nell, now.  The headboard GROANS, its shapes moving, the
fan-like plant designs thickening and SPLAYING wide.

Nell can't move, her mind refusing to understand what's going on.
The bulges in the wall DROOP to the floor.  And then we BEGIN TO
SEE: they are like a pair of KNEES.

Understanding starts to show in Nell's eyes.  She looks up at the
ceiling.  And now all the movement, the design behind the awful
transformation of the ceiling is clear.

It is a HEAD.  A visage of madness, of absolute horror, eyelids
sealing shut its blind face.

Silence.  Nell's breath comes ragged.  Unable to speak, but trying
to call out.

The EYES OPEN.  A SCREAM tears out of Nell's throat.

INT. NELL'S BATHROOM - NIGHT

Luke is shocked awake in time to see Nell's room CONVULSE on her
just before the DOOR SLAMS in his face.

			LUKE
	Oh my God...

INT. NELL'S ROOM - NIGHT

The entire ROOM RAMS itself at Nell, jolting her hard into the
headboard.  THUMBS FOLD OUT of the woodwork, pinning her by the
shoulders against it.  As the room lowers itself toward her, she
SCREAMS out of her mind.

INT. NELL'S BATHROOM - NIGHT

Marrow lunges into the bathroom, thrown from sleep as Luke stares in
impotent shock.  Theo is there behind Marrow an instant later.

			MARROW
	What is it?

Luke can't make any words come out.  Marrow shoves him aside, grabs
the doorknob and thrashes at it.

			MARROW (cont'd)
	Help me!

He braces Luke up, and then they lunge together, shouldering the
door.  It splinters out of its frame --

INT. NELL'S ROOM - NIGHT (CONTINUOUS)

-- and stumble into Nell's room.  Marrow's mouth opens.  Luke stands
speechless.  They're stricken by the sight: Nell SCREAMING, held by
the headboard as the deformed ceiling dips over her, the room
THRUSTING at her rhythmically.  Nell and Theo make EYE CONTACT.

			THEO
	Oh, Jesus.

Marrow recovers, reaches out for Nell, and the FACE in the ceiling
turns on him.  The GAZE stops Marrow in his tracks.  He looks up
into it and knows it's real.  Somehow, it is Crain.

Luke appears from out of nowhere on the other side of the bed and
SMASHES off one of the wooden hands with a large brass candelabra.
Nell screams in surprise, but Theo drags her out of the bed.

The head turns to them.  They flee.  Marrow backs away in awe and
fear.

INT. GREAT HALL - NIGHT

Luke and Theo drag Nell down the stairs into the Great Hall.  Marrow
brings up the rear.  They retreat for the entry as Luke puts his
jacket over Nell's shoulders.  Marrow stops, looks back up the
stairs.

			MARROW
	Wait a second!  Wait!

All there is are the sounds of Nell, Luke and Theo making for the
hall to the entry.  The House is silent.

			LUKE
	No.

Luke goes out.  But Nell pauses, stopping Theo with her.

The House is quiet.  Marrow's hand still outstretched.  Nell looks
around the room.  There are heads everywhere, faces: animal heads,
humans, gods, all staring from the woodwork, the carpets everything.
All turning to her.

Theo looks around, but can't see what Nell is seeing.  Nell's breath
comes faster, disoriented, yet aware...

			NELL
	They're all in here.  All the ones
	he killed.  They're just children!
	We have to help them!

			THEO
		(to Marrow)
	Come on!  Why are we waiting?

Even now, Marrow can't believe what he just saw, but Theo's voice
brings him back.  He whirls, grabs onto Nell, helps Theo drag her
out.

EXT. HILL HOUSE DRIVEWAY/GATE - NIGHT

Four cars sit behind the massive, locked gate, as far from Hill
House as possible.  Marrow paces past the fence, staring out, the
road beyond leading out of this place, so close...

Luke digs with a pen knife at the marble footing below the gate.  No
easy way under it.  He stands and gazes at the razor-sharp spikes
twenty feet up.  There's no way to climb this.

			THEO
	Oh my God we need to call someone?

Marrow just looks at her and walks back to Nell's car.

INT. NELL'S CAR - NIGHT

Nell sits in the passenger seat of her car, wrapped in her jacket.
She stares out at the gate, at Luke and Theo consulting.  Marrow
appears in the window.

			MARROW
	You okay?

Nell nods, but there's something about her not right.

			NELL
	Why did you bring me here?

Marrow shakes his head, doesn't fully understand.

			NELL (cont'd)
	Why did you call me and tell me to
	look in the paper for the ad?

			MARROW
	Nell, what are you talking about?
	I never called you.

Nell stares, dismayed, but Marrow is dead serious.

			NELL
	But you told me to look in the
	paper!  You told me I'd be
	perfect!

			MARROW
	Nell, the first time I ever spoke
	with you in person was the night
	we met here.

			NELL
	Then who called me?

Hill House looms behind her, windows forming eyes, the carport a
gaping mouth.

Nell's dismay becomes a cold, terrifying understanding, and she
turns and stares back up at the House.

Luke comes up with Theo on the other side of the car.

			THEO
	Nell --

			LUKE
	-- how much is this car worth?

EXT. HILL HOUSE DRIVEWAY/GATE - NIGHT

Theo pulls Nell away from the drive.  Marrow stands back from Nell's
car where Luke belts in behind the wheel.

Luke eases the car forward to the gate.  He advances until the car's
bumper makes contact.  And then without further ado, REVS the
engine.

The Buick grinds into the heavy steel bars.  The chain tightens
around the two halves of the gate, but shows not the slightest
strain.

INT. NELL'S CAR - NIGHT

Luke grimaces, shifts into low, pours on the gas.

EXT. MAIN GATE - NIGHT

The car fishes back and forth against the gate, hurling a shower of
gravel on the other cars off to the side of the road.  Marrow, Nell
and Theo move back.

One of the Buick's headlights breaks.  The grill mashes in.  For a
long moment the car struggles against the Gate.  No good.  Luke
eases up.

Theo looks at Marrow.  Luke puts the car in reverse.

			LUKE
	Get the hell out of the way!

They back way up.  Luke vanishes up the drive in the car.  And then
the Buick comes around the corner, accelerating, slicing down the
gravel road.

INT. NELL'S CAR - NIGHT

Luke sits way back in the seat, grits his teeth, floors it, aiming
at the gate...

EXT. MAIN GATE - NIGHT

The car SMASHES into it... and is STOPPED, collapsing, twisting in a
deafening hail of steel and glass.

The massive gate has BENT itself AROUND the car, holding it in its
steel-grip.

EXT. GATE - NIGHT

Nell understands, the house will not let her go.  She turns away
from the gate, faces the House, mesmerized by the beauty in this
monstrosity.  The House is calling her back, and Nell is drawn
towards it.  She starts walking...

INT. NELL'S CAR - NIGHT

Luke gasps for the seat belt, the wind knocked out of him, steering
column pushed to his chest.  Marrow and Theo run up outside.  Luke
sees him, sees he's not getting any closer than ten feet, and he's
looking back at the gas tank.

Luke gets the seatbelt off, tries to open the door but it's warped
shut.  He struggles to get out from behind the wheel.  Sparks jump
from the battery.  Gas shoots out of the fuel pump onto the
shattered window.  He knows he's in trouble.

			THEO
	Hurry.  The gas!  Luke... The gas!

Finally Luke gets free of the wheel.  It's agonizing to watch...
The passenger door is jammed shut too.

He squirms into the back seat.  The rear doors are in the same
condition as the front.  But the rear window is blown out.  He
crawls out onto the trunk.

EXT. MAIN GATE - NIGHT

Marrow hurries around the back of the car, staying clear of the lake
of gas spreading about it.  Luke rolls off.  Marrow helps him up,
and gets him away a safe distance.

			LUKE
	I'm okay.  Okay.  Just my chest.
	Just my wind knocked out.

Marrow looks up at the gate.  It is even more impassible than before
with the gasoline-saturated wreck in it.  No way to try another
break-out either.

			LUKE (cont'd)
	Sorry about your car, Nell.

He turns around.  The others do too.

No Nell.  Luke and Theo look up.  Mute dread.  No Nell anywhere.

			MARROW
	Oh, no.

INT. GRAND ENTRY - NIGHT

The massive black door swings silently into the dark, vaulted entry.
Marrow pauses there, looks about, and then enters.  He holds a tire
iron.

Luke does too.  He and Theo follow Marrow in.

			THEO
	I'm sure she went back to her
	room.

INT. GRAND STAIRWAY - NIGHT

They stay to the outside of the stairs, padding silently up, trying
to get a glimpse of the floor above.  It's shrouded in darkness.

They turn at the landing, eyes riveted to the top of the stairs.
They start up.

INT. 2ND FLOOR HALLWAY, NORTH WING - NIGHT

Marrow, Luke and Theo pause at the top of the stairs and peer down
both long, empty directions of the hallway.

Then Marrow turns toward Nell and Theo's room.  The brass
candelabra... in front of the open door.

The rooms draw nearer, closer.  Not even the sound of their
breathing.

The door is ajar.  Marrow pushes it open with the tire iron.  The
room lies in silent disarray.  Normal disarray.  The bed normal.
The ceiling normal.  No Nell.

Marrow and Theo REACT and enter the room.  Luke lingers out in the
hall a moment.  And just as he steps in after them we HOLD on the
long, empty hall --

-- and a FIGURE glides across.  Far down at the other end.  She
disappears.  It was Nell.

INT. STATUARY HALL - NIGHT

Nell walks through the row of dark statues.  Carved faces watch her
pass.

INT. HALL OUTSIDE LOCKED ROOM - NIGHT

Nell stands before the threshold of the horrific doors, once locked,
now inexplicably OPEN.  The mythological frieze on the door split in
half, a world cut in two, a seal broken.  Like something has come
out of its tomb.

Nell steps into the blackness.

INT. THEO'S ROOM - NIGHT

Marrow comes out of the bathroom, joining Theo by the window next to
her bed.  Luke stands in the doorway.

			THEO
	Was sure she'd be in here.

			LUKE
		(worried)
	Where in the hell can she be.

Marrow remembers.

			MARROW
	Oh no...

INT. GREENHOUSE - NIGHT

Marrow, Luke and Theo enter the greenhouse, the heavy growth
forbidding in the darkness.  They spread out on the parallel
walkways.

			THEO
	Nell?

They reach the transept, turn down it toward the statue of Crain at
the end looming white in the dusk.

Dead silence.  Then Marrow SCREAMS.

Under a thin layer of ice underneath the giant hand that protrudes
from the pond we find Watt's body, as if the hand wants to keep him
there forever.  Marrow did find his Watts, a horrifying sight.

			MARROW
	Oh my God it's Watts.

As at the same time out of the mouth from the sculpture erupts a
river of blood, scaring the hell out of them.  Their clothes
splattered with blood, Marrow quickly leads them out of there.

INT. LOCKED ROOM - NURSERY - NIGHT

Nell stands there in the darkness, sensing the expanse of the room,
turning... and kicking something on the floor.

It is a wooden toy train.  Then she sees a rocking horse by her
feet.  It is a NURSERY.  Turn-of-the-century.

And as Nell's eyes adjust, as she tries to see what else is in here
in the dark, she begins to make out WHITE SHROUDED SHAPES.

Against the wall.  A bed covered in a sheet.  A table beside it.  A
HAND BELL.  A CANE.

Just like Nell's sick room at home.  Nell realizes it, covers her
mouth.

The furniture is in EXACTLY the same position, though the sheets
covering the pieces are stained, FAR OLDER.

And on the wall, something in a frame is covered with a piece of
sheet.

Nell approaches it in trepidation and removes the cloth.  For a long
beat, all we see is her face as it goes slack.  Understanding.

The framed thing is a stitchery.  It says: A PLACE FOR EVERYTHING,
EVERYTHING IN ITS PLACE.

Just like the one at home.

INT. GREAT HALL - NIGHT

Marrow, Theo and Luke barge into the Great Hall.

			THEO
	Nell!

			LUKE
	We can't stay here looking for
	her.  She doesn't want to be
	found...

Marrow and Theo look at him.  It's what they've been thinking, but
haven't had the courage to say.  Theo stops suddenly.  Turns around.
The men notice, and pause.

Then they hear it.  Faint.  Floating down from upstairs somewhere.
Nell's TUNE.  It doesn't sound right, but it's hard to tell as it's
coming from so far away.

They look at each other, start for the stairs.

INT. HALLWAY OUTSIDE LOCKED ROOM - NIGHT

Theo, Marrow and Luke stand at the end of the dark hallway.  They
stare at the gaping doors to the nursery at the far end.  The tune
is coming from within.  Abruptly, it stops.

And instead of Nell's tune, there's a repetitive CREAK.  CREAK.
CREAK.

In rising dread, Theo starts forward.

It takes Marrow and Luke a moment to come after her.  The CREAKING
gets louder, unnerving.

They get to the doors, Theo first.  She pushes them wide.

INT. LOCKED ROOM - NURSERY - NIGHT

They stop there, staring into the shadows.

			THEO
	Nell?

And there, hunched over something turning a CREAKING CRANK of some
sort, is Nell.

			MARROW
	Nell.

Nell straightens from whatever it is she was doing and turns to
them.  Theo steps toward her, afraid for her.

			THEO
	What'd you come back for, babe?

			NELL
	Just had to be sure.

			LUKE
	Come on, Jesus!  Let's go!

Marrow shuts him up with a vicious gesture, stays back himself as
Theo approaches Nell.

			THEO
	Let's go, hon.  Don't you want to
	go back to your little apartment
	where you can hear the buoy out in
	the harbor when the wind is just
	right?

Nell smiles at Theo.  She's holding something.

			NELL
	Oh, Theo.  You know I don't have
	an apartment.

			THEO
	Then let's go get you one.

Nell's smile softens even more.  Her voice is reassuring.

			NELL
	Don't worry about me, Theo.  I'm
	wanted.  Right here.  I'm home.

A CHILL of fear cuts through Theo as Nell looks deep into her eyes.

			NELL (cont'd)
	After all...
		(beat)
	I'm family.

The thing in Nell's hand is a NEEDLE, the thing she's been cranking
an ANCIENT PHONOGRAPH.  She lowers the needle to the spinning
record.  And HER TUNE, the one she hums all the time, begins to
play.

The others are frozen where they stand.  Marrow's mind reels at the
implications of what he's hearing.

			MARROW
	No.

			NELL
	My mother used to hum this to me.
	Like her mother hummed it to her.
	And my great grandmother Carolyn
	hummed it to her.

Nell turns back.  The others stand there speechless.

			NELL (cont'd)
	I have to stay.  You better go.  I
	could explain it, but you'd never
	understand.

And that, finally, galvanizes the others into action.  Marrow sweeps
past Theo, grabs Nell hard, and swings her for the door.

			MARROW
	Come on.

			NELL
	No --

			THEO
	Please, Nell, just see us out.

Luke closes in on Nell with Marrow, and there's nothing she can do
but let herself be pulled along.

INT. GRAND STAIRWAY - NIGHT

Down the stairs they come, Luke out in front now, bounding down a
half flight ahead.  Marrow and Theo support Nell between them.

Nell looks up at the hooded painting of Crain, but is spun around
and taken down the next flight.

INT. GREAT HALL - NIGHT

Nell, Marrow and Theo reach the bottom of the stairs and pause.
Luke is halfway across the room, looking back to make sure they're
with him --

-- and Nell digs her heels in, jerking Marrow and Theo to a stop.
She stares.  The others follow her gaze.

She's looking down the connecting hall, out to the entry at the
front doors.  They're open.

			NELL
	In the night...

The DOOR BAMS SHUT with a concussion that rocks the entire room,
sweeping Luke's jacket under it.  The HANDLES TURN, LOCK DOWN.

Stunned.  All stunned.

A RUSH OF AIR.  The House EXHALES.  Silence.  And then CREEEEAK.
They cast their eyes back up the stairs.

BUMP BUMP.  Far-off sounds, hair-raising, of infinite variety, carry
down the halls.

			NELL (cont'd)
	...In the dark.

Luke rushes from the room.

INT. GRAND ENTRY - NIGHT

Luke YELLS and throws himself at the front doors.  Marrow runs over
to help him and shoves the tire iron between the doors and PRIES.
Marrow throws the useless thing down and stands back.

Luke joins him, and they shoulder block it together.  But this door
is MASSIVE.  There's no way.

			LUKE
	No you bastard!  Break!

He roundhouse kicks it, hurts himself.

Theo, afraid, watches the Great Hall behind them.  Nell puts her
hand on her shoulder.

			NELL
	It's not safe for you anymore.
	The children need me, and Crain is
	doing everything he can to keep me
	from them.

Theo stares, appalled.  Marrow looks around, puts his hand up to
shush everyone.  The HOUSE MOANS, the BUMPING growing, searching.

			MARROW
	Come on.

He rushes down the hall, Luke right beside him, Nell and Theo in
their wake.

INT. DINING ROOM - NIGHT

Luke's first barging into the kitchen.  Big windows all along the
wall.  Huge windows.  Marrow follows him in, Luke's fear turning
into a vicious smile as he sees the towering windows.

Nell and Theo are right behind in time to see Luke and Marrow
scooping up a table and chair respectively.

			LUKE
	Watch out!

The men rush the same window, side-by-side, and let the heavy pieces
of furniture fly from ten feet.

The WINDOW SHATTERS, dozens of panes blown out into the darkness
beyond.  But the metal LATTICE remains, the chair's legs stuck in
it.

Marrow and Luke pause, taken back a beat.  They hustle over to it.
Theo and Nell stand a few feet back.

Luke grabs the chair, levers it, tries to pry open the metal.
Marrow reaches through, knocking loose glass, trying to find some
sort of handle on the other side.

			THEO
	Hurry!

Theo watches the door behind them.  Luke pries at the inch of metal
between him and freedom.  It won't break.

			MARROW
	They don't open!

Marrow slips on the broken glass and catches hold of the lattice
LACERATING his ring and little finger.  With a cry of pain, he lands
on the floor.

			MARROW (cont'd)
	Oh Jesus my hand.

Nell and Theo fall to the floor to help him.  Marrow moans, and Nell
grips his injured hand in hers.  Fast, like she was born a trauma
doctor, Nell clamps off the blood with her fingers.

			NELL
	Give me your shoelace.

Marrow tugs at his shoe, in shock, and looks at Nell.  She's calm.
Terrifyingly calm.  And in that moment, he realizes she's not out of
her mind.  She just understands things beyond what he could possible
begin to understand.

			MARROW
	What'll happen to us, Nell?

			NELL
	Nothing, if you leave right now.
	There's a war going on all around
	us.  Don't get in the way, please.

Nell cinches the shoelace tight around his wrist.

Luke throws down the chair, giving up on the window.

			LUKE
	Shit!  All right, you
	sonofabitch...

As he looks up at another one of Crain's painting hanging on the
wall.  Nell Theo with Marrow straggle toward the great hall.

INT. VESTIBULE TOWARDS GREAT HALL - NIGHT

			LUKE
	Maybe this'll get your attention!

Luke flicks a LIGHTER out of his pocket.

			MARROW
	Luke!

Before anyone can stop him, he LIGHTS a towering TAPESTRY on fire.

He races from one to the next, lighting them.  Theo and Nell help
Marrow up, back away as Luke shoots by.

All the tapestries are ON FIRE, blazing up like torches.

At last, his rage spent, heaving, he moves to join the others at the
center of the room.  They stare at him, appalled, afraid.  Knowing
he has done something wrong.

Luke stops.  Maybe fifteen feet away.  He sees their expressions.

			LUKE
	What?

Nell looks over at the burning tapestries.  Heat sears the stone,
blackens the carved figures in the woodwork.

The ruddy light casts deep shadows throughout the room.

			LUKE (cont'd)
	We'll get out after this wing
	burns down.  Let's go.

But there's no need.  The tapestries are consuming themselves too
fast to ignite the walls or ceiling.  They all realize it.  As the
last flaming scraps of cloth fall to the floor and go out, there is
utter silence.

INT. GREAT HALL - NIGHT

Luke looks at them helplessly.  An awful, impending beat.  Without
warning, the huge PERSIAN CARPET he's standing on JERKS out from
under him.  Luke falls on his stomach.

Stunned, Luke looks straight into Nell's eyes.  Then the carpet
slides fast for the FIREPLACE.  It whips up to the hearth and sends
Luke flying through the chain curtains.

The others are speechless.  They can do nothing but watch as Luke
lays there on the ashdrop.  A long moment.

			NELL
		(to the house, to
		 Crain)
	No!  No!  Let them go!

She knows what is going to happen, is powerless to prevent it.  Luke
stands up, has time to give her a look.

And then the LION'S HEAD FLUE drops open behind him.  Luke looks
back into its iron eyes --

-- and with SHOCKING SPEED the FLUE snaps shut again, taking Luke's
head off his body.

The decapitated corpse falls back in the fireplace like a puppet
with its strings cut.

Nell, Marrow and Theo stand there.  Not sure of what just happened,
their minds unable to accept it.

A sound comes up in Theo's throat.  A sob.  A horrified whimper.
Marrow and Nell stand there speechless.  It's as if saying the
obvious will make it real:

			MARROW
	Luke.

BANG.  The blood-splattered LION'S HEAD drops open.  Luke's head
falls out.

Theo SCREAMS and SCREAMS again.  Nell backs away with Marrow, almost
has the presence of mind to drag them away, but --

-- CLANG!  The ASH DROP OPENS.  The sudden sound stops them in their
tracks.

As they watch, it's as if the House INHALES.  And BOOM!

Out of the ash drop EXPLODES a hail of BONES, SKULLS, FLYING ASH.

Nell, Theo and Marrow back up toward the Grand Staircase as TONS OF
INCINERATED HUMAN REMAINS vomit from the fireplace, blasting across
the floor, knocking over furniture with shocking violence.  Skulls
bounce over wood.  Hundreds of them.

Theo and Marrow cover their faces as shattered bits of bone, loose
teeth pelt them.  Nell is immune.

They run up the Grand Staircase toward the top and finally it can't
reach them anymore.

INT. MEZZANINE - NIGHT

They look out at the full scope of Crain's horror.

			THEO
	Oh God, we can't get out!

			MARROW
	Nell, what do we do?

			NELL
	He played hide and seek with the
	children.  That's how he built the
	house.

Marrow stares at her, trembling.  He glances around at the winding
labyrinth of house.  Impossible.

			MARROW
	We can't hide in here!  We won't
	make it til morning.

Nell looks at him, pitying.  Infinitely sad, but guarding them.

			NELL
	I know.

Behind them the huge painting of Hugh Crain in a golden frame with
sharp metal spikes, looks down at them.  The room inhales and
exhales, the bumping sound resumes.  A rumble runs through the house
and they all look down in fear toward the great hall where a cloud
of ashes still hangs in the air.

Unseen by them, this rumble start to shake the painting behind them.
The sound from the great hall makes Marrow and Theo back up more,
but Nell doesn't move... she senses something is about to happen and
she will fight it...

She suddenly turns and sees the painting... in a flash she reaches
out for Marrow and Theo, pull them out of the way as the giant
painting with the huge skull, falls face down toward them.  It
misses them by a hair, but their clothes are shredded by the spikes.

Marrow and Theo are-shocked as they back up right toward the GRIFFIN
on top of the staircase.

For a split second the BRASS Griffin right behind them, comes alive,
opens it's fangs and claws and is ready to attack... but Nell sees
the danger, grabs a human bone and batters the griffin.

			NELL (cont'd)
	No, no, you leave them alone!

And the griffin turns back into brass.  Marrow and Theo unaware of
what happened behind them.  They have to get out of there.

INT. SECOND FLOOR HALLWAY - NIGHT

Nell leads Marrow and Theo down the dark hallway, the twisted
woodwork along the walls frozen, but seeming poised to reach out,
trip someone, grab a sleeve.

It is a nightmare House.  Doing what it was made for.

The BUMPING they've left behind seems to vanish up and into the
ceiling.  It gives chase, on the floor above.  Nell keeps looking
back, and every time she does the BUMPING seems to get more firm,
MORE LIKE A FOOTSTEP.  Calm, Nell urges them on.

			NELL
	Hurry.

The FOOTSTEPS upstairs come faster; whatever's up there moving
better, more naturally.

Theo and Marrow turn LEFT through an archway.  Nell looks back at
the ceiling.  The thing's moving fast.

She dodges toward the archway where Theo and Marrow went, and STOPS.
It's a wall.  Solid wall.  There's no archway here!  Nell backs
away.  Alone.

The House has separated them.

Nell tries to open any of the hall doors, but they are all locked.
There's no other way then going back.

INT. MEZZANINE - DAY

Nell is back in the mezzanine, steps carefully over Crain's
painting.  The long white lace curtains in front of a side window
start to flutter in the wind... but the window is closed!

Nell walks up to the top of the stairs, her back to the window,
calls out:

			NELL
	Jim!  Theo!

No answer, and as she steps forward, listening for a reply, the
CURTAIN BILLOWS OUT behind her, and in its movement, becomes for a
split second, the image of CRAIN, GRABBING for her.

Nell, oblivious, steps just OUT OF REACH, and as the breeze fails,
the contours and patterns of the billowing curtain dissolve into
chaos.  Nell glances back at it, just sees curtain, and looks up at
the open window.

She turns from it, determined, and starts out to find her friends
and walks down the steps.

INT. GRAND STAIRCASE/GREAT HALL - NIGHT

CLOSE ON THE BRASS GRIFFINS that guard the staircase.

Behind Nell's back they all turn toward her, follow her with their
eyes as Nell enters the great hall.  And they cower in fear for what
is about to happen.  Again Nell call's out for Theo and Marrow.

And Nell doesn't see the scores of TINY ARMS OF CHILDREN that fold
out from the carvings in the high backed chairs in the hall as Nell
carefully avoids stepping on the skulls and bones of the children
that cover the floor.

Horrifyingly alive are these TINY HANDS as reach out for her hair
after she passes.  We're screaming as they almost have her... and
Nell steps away.

And then... CREAK... CREAK... CREAK...

The terrified animal heads on the balustrade, their eyes flash in
fear.  The lions above the big fireplace snarl restlessly.

Cherubim, afraid, clasp hands.  Gods and men pay unwilling witness
to what is now coming down the stairs.

The upper flight of stairs strains under the weight of the thing
coming down, over our heads, coming down, down... and now at the
landing.  The sound stops.

Nell's BREATH escapes, visible in the cold as she watches, rooted to
the floor in the Grand Entry.

Darkness against darkness.  Something BLOCKS the glint of the gilded
frame up on the landing.  Something huge.  A beat.

And then a SHADOW sweeps across the scene, impenetrable, darkening
the stairs, wiping them from sight, like something gliding down
them.

Before our eyes, out of the most subtle variation of shadow,
flickers into existence:

THE SHAPE, tall, eight or nine feet, featureless, black, but in the
proportions of an enormous man with his head bowed, shoulders
stooped.  And just like that, all it is...

...is a well of darkness and night once again.  We don't even know
for sure what we just saw.  But it is still there in that bar of
shadow.

Nell goes rigid, not breathing, not seeing anything but the awful
presence.  She is spellbound.

BANG.  A door in the connecting passage opens, and Theo and Marrow
come out, between Nell in the entry and the thing in the Great Hall
beyond.

In a flash the SHAPE is moving at Theo and Marrow.  They don't see
it, have their backs turned.

			THEO
	Nell!  There you --

But Nell is looking past them.  They see her face and turn around.

			NELL
	Nooo, not them!

What is coming at them makes the blood stop.

The Shape rushes from the Great Hall, vanishing as it crosses the
pools of moonlight, reforming darker as it hits shadow again, its
wake like a shockwave, invisible itself, but VISIBLE IN ITS EFFECTS:

Theo SCREAMS.  Marrow stumbles back.  And then Nell's voice rings
out:

			NELL (cont'd)
	Is this where she bashed your
	brains in?

The onrushing presence STOPS.  Seems to turn its attention to Nell,
standing there before the towering front doors.

			NELL (cont'd)
	When you came in the door?  I bet
	that was the last thing you
	expected.  Right?  From Carolyn?
		(beat)
	You thought, oh, Carolyn, I've
	taken it all out of her, you
	thought, Oh, Carolyn, she's no
	threat.  Carolyn.  Great Grandma
	Carolyn.  Did you know that?

Nell shows no fear.  There's a ferocious edge to her voice.

			NELL (cont'd)
	She found out what you did, and
	she knew there was only one way to
	stop you.  And she stopped you, so
	you couldn't torture anymore of
	the living.
		(beat)
	But you wouldn't even let go of
	the dead, would you?  Well, now
	I'm here.  They called me.  Did
	you know that?  They've been
	crying out for help for a long
	time.  And I heard them.

She points out at the human remains strewn all over the Great Hall.

			NELL (cont'd)
	And I won't let you hurt them
	anymore.

The SHAPE hovers there, silent.  Air and shadow distort around it.
The carved animal heads on the Newell posts and walls loll back and
forth, alive then not-alive.  Pieces of furniture stamp in fury, try
to animate themselves, but can't find limbs that work.

			NELL (cont'd)
	Come on, Hugh Crain, you know what
	to do.  We've both been here
	before.

The SHAPE HOWLS FORWARD, knocking everyone out of their seats.  It
flies across the floor at Nell.

Marrow and Theo are slammed against the walls out of its way.

Nell OPENS WIDE HER ARMS in an EMBRACE.

It's ON HER, but just as it seems to hit, it SPLITS like she went
right through it.  The SHAPE and all the debris in its wake IMPACTS
deep in the enormous doors.

The carved WOODWORK seems to suck it all in, cracking, groaning.
And then all the SCREAMS are cut off.

Nell stands there with her arms spread.  A long moment.

She opens her eyes.

And then the woodwork LASHES OUT, grabs her from behind, slams her
back against the doors.  THE BLOW HAS KILLED HER.

We feel her bones break as she crumples, is drawn into the woodwork.

And for a few seconds Nell's body just hangs there... and then it
gently falls down.

Theo lets out a horrified cry as she runs toward Nell.

			THEO
	NELL!

Marrow gets up off the floor in terror and awe, his life his
beliefs changed forever.  He walks over to Nell and feels her pulse,
knowing it is a useless gesture as Theo softly moans over Nell.

And as the camera pans up across the entry door, we see a new
carving in the sculpted doors.  It is a woman and as we move in we
can see that she wears the same necklace as Nell...

INT. HILL HOUSE FRONT DOORS, ENTRY - EARLY MORNING

The HOUSE INHALES.  And BOOM!

The front doors blast wide.  Every door in the entry slams open.

EXT. HILL HOUSE - EARLY MORNING

Against the early light of a rising sun, the silhouette of Hill
House. Every window and every door in the House is open, each and
every one CRYING OUT with a different, unintelligible voice, like a
soul, the soul of a child, escaping from each one.

EXT. GATE - DAWN

Theo and Marrow stand on the far side of Nell's wrecked car.  On the
other side of the gate Mr. Dudley is undoing the chain.  Mrs. Dudley
stares at the ragged duo.

			MRS. DUDLEY
		(her final verdict)
	City people.

Mr. Dudley can barely get one side of the gate open with the car
crushed in it.  Theo and Marrow emerge, dazed, into the real world
again.

			MR. DUDLEY
	You find out what you wanted to
	know, mister?

Marrow stares at him, he's an exhausted man.  He walks away, Theo
beside him.

			THEO
	I'm not going back to New York
	City.  I'm going to find an
	apartment with a little flower
	garden, where you can just see the
	ocean and at night, when the wind
	comes in just right, you can hear
	the sound of the harbor.  What
	about you?

			MARROW
	I'm a scientist.  I just conducted
	an experiment.  Now I have to
	write it up.

			THEO
	But the experiment was a failure.

Now, we could have him say this line...

			MARROW
	Was it?

But he should just look at her, and say the same thing with his
eyes.

We pull back.

EXT. BERKSHIRE HILLS - DAY (AERIAL)

The summer hills lie green, passing fast underneath.  Clearings loom
out of the forest ahead.  And there, its sprawling stone in the
sunshine, rises Hill House.

					   FADE OUT.



ALTERNATE ENDING

EXT. GATE - DAWN

Theo and Marrow stand on the far side of Nell's wrecked car.  On the
other side of the gate Mr. Dudley is undoing the chain.  Mrs. Dudley
stares at the ragged duo.

			MRS. DUDLEY
		(her final verdict)
	City people.

Mr. Dudley can barely get one side of the gate open with the car
crushed in it.  Theo and Marrow emerge, dazed, into the real world
again.

			MR. DUDLEY
	You find out what you wanted to
	know, mister?

Marrow stares at him, he's an exhausted man.  He walks away, Theo
beside him.

As they walk away, the SOUND OF APPLAUSE comes up.

					   WE DISSOLVE TO:

INT. PRINTING PLANT - DAY

Where the applause turns out to be the sound of a press finishing a
run of a book.  This could be shot in an old press in England, or a
foundry, with a few pieces of equipment to suggest a press.  There
are stacks of books.  This is the printing press in Hell.  The NOISE
is deafening.

The title of the book: FEAR AND PERFORMANCE.

Marrow stands before a mountain of copies of the book.  A PRINTER
very proudly hands him a copy.

			PRINTER
		(has to shout)
	First copy!

Marrow opens the book.  The Printer looks at the page over his
shoulder.

			PRINTER (cont'd)
		(reads)
	This book is dedicated to Eleanor
	Vance, Luke Sanderson, Rene Crain
	and Carolyn Crain.
		(to Marrow)
	They'll be happy to see this.
	Their names in a book, it kind of
	makes them immortal, doesn't it?

Marrow looks at him.

			MARROW
	In a way.

Marrow studies the page.  We go into the whiteness of the page to:

EXT. HILL HOUSE - DAY

Where we find Theo.  The House is beautiful today, it's sunny, there
are flowers outside, the mood has changed.  Theo is now softened,
she's found something better than what she had.  She goes into the
house.

INT. HILL HOUSE - DAY

Theo is in the House.  She looks around, walks up the stairs.

			THEO
	Nell?... Nell?

EXT. BERKSHIRE HILLS - DAY (AERIAL)

The summer hills lie green, passing fast underneath.  Clearings loom
out of the forest ahead.  And there, its sprawling stone in the
sunshine, rises Hill House.

					   FADE OUT.
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