INT. KRAMER’S HOUSE - NIGHT

       Kramer heads back into the living room. His wife appears 
       a the upstairs railing.

                           MRS. KRAMER
                 What was that about?

                           KRAMER
                 Just a little trouble at work.

                           MRS. KRAMER
                 You coming up?

                           KRAMER
                 In a minute. I have to make a few 
                 calls.

       Mrs. Kramer retreats back to her bedroom as Dr. Kramer 
       crosses over to the telephone. He picks up the receiver 
       and starts dialing. In the middle of dialing, the phone 
       goes dead. He clicks the hookswitch up and down trying to 
       get a dial tone. Nothing. He checks the connections on 
       the phone and then follows the wiring to the wall. The 
       line’s plugged in. Weird. He hears a door creak open in 
       the kitchen.

                           KRAMER (cont’d)
                 Hello? Hello?

       Kramer crosses to the darkened kitchen. The kitchen door 
       leading to the backyard is open. Puzzled, he crosses to 
       it. A wind stirs across the pool and backyard, swirling 
       dead leaves in small twists of wind. The windchime rings 
       lightly. Kramer steps out.

       EXT. POOL/PATIO, BACKYARD - NIGHT

       In the dim spillover light from house, Kramer crosses to 
       the telephone- box against the back of the house. It Is 
       open and several of the wires have been pulled. He looks 
       around, spooked and puffs out a cloud of smoke from his 
       pipe. For the briefest of instants, Sebastian’s face is 
       visible in the smoke. Kramer jumps back in surprise and 
       the pipe drops from his mouth. He gives a small sharp 
       cry, but deep indentations appear across his mouth and 
       his cries are stifled. In the darkness, we can make out 
       his form writhing as if possessed. The struggle continues 
       a beat until Kramer manages to break free.

                           KRAMER
                 Help! HELP! MARTHA! HELP!

       As Kramer runs, he looks behind him. But no one’s there. 
       WHAM! Something slams into Kramer and he tumbles, rolling 
       into the pool. But as he hits water there’s not just one 
       splash, but TWO. In the water next to him is human shaped 
       AIR-POCKET. It’s Sebastian displacing the water. And 
       because of the water displacement, we can clearly see two 
       arms pushing Kramer beneath the water’s surface. 

       MARTHA KRAMER opens the bedroom window and looks down at 
       the pool. All she can see is her husband drowning... his 
       flailing limbs kicking up a massive air bubble around 
       him. She races from the window. Kramer kicks and flails 
       for a few moments and then his limbs stop moving. A 
       moment later he floats to surface, face down. The AIR 
       POCKET bobs over to the pool ladder, and rising from the 
       pool, we see Sebastian’s body outlined in sheets of 
       water. The shape melts away in a cascading waterfall 
       until all we can see of Sebastian are the hundreds of 
       tiny droplets still clinging to his body, caught in the 
       light like twinkling bulbs on a Christmas tree. The shape 
       disappears into the darkness. A moment later Martha 
       emerges from the house and sees her husband floating face 
       down in the pool. She screams.

       INT. RECOVERY CHAMBER - DAY

       Linda passes by Sebastian’s chamber.

                           SEBASTIAN’S VOICE
                 What? No good morning for me? Don’t 
                 you like me anymore?

                           LINDA
                 Oh, sorry. I...I’m in a hurry.

                           SEBASTIAN’S VOICE
                 That’s okay. It’s going to be busy 
                 day.

       INT. LINDA’S OFFICE - DAY

       Matt sits across from her, twirling a pen in his hand. 
       They both stare at the phone.

                           LINDA
                 When did he say held call?

                           MATT
                 He’s probably meeting with the 
                 committee trying to figure out what to 
                 do.

                           LINDA
                 I’m gonna call him.

       Linda picks up the phone and dials.

                           LINDA (cont’d)
                 Yes, Dr. Kramer please. Excuse me?
                     (inhales sharply - surprised)
                 When? I’m so sorry.

       Linda blanches as she hangs up the phone.

                           MATT
                 What?

                           LINDA
                 He’s dead. Drowned in his pool last 
                 night.

       Linda picks up the phone again and dials.

                           LINDA (cont’d)
                 Yes, General Thompson please. Thank 
                 you. 

       As she waits the phone line clicks dead.

                           LINDA (cont’d)
                 Hello? Hello?

       She clicks on the hookswitch.

                           MATT
                 Let me see that.

       He tries it too. Same result.

                           MATT (cont’d)
                 Intercom’s working, but there doesn’t 
                 seem to be an outside line.

       INT. CORRIDOR/ELEVATOR

       They waste no time getting to the elevator. Linda and 
       Matt step in.

                           LINDA
                 I’ll be right back with help.

       Linda taps in his floor code.

                           ELEVATOR (V.0.)
                 Authorization please.

                           LINDA
                 Foster One Delta Eight Three Five.

                           ELEVATOR (V.0.)
                 Authorization invalid. Request denied.

                           LINDA
                 That’s a first.

       Linda taps the keypad again.

                           ELEVATOR (V.0.)
                 Authorization please.

                           LINDA
                 Foster One Delta Eight Three Five.

                           ELEVATOR (V.0.)
                 Authorization invalid. Request denied.

                           MATT
                 Let me try mine.

       Matt hits buttons on the keypad.

                           ELEVATOR (V.0.)
                 Authorization please.

                           MATT
                 Kensington Two Romeo One Five Nine.

                           ELEVATOR (V.0.)
                 Authorization invalid. Request denied.

                           LINDA
                 Tell me this isn’t happening.

       INT. LABORATORY - DAY

       Frank, Sarah, Carter and Janice man various work stations 
       in the lab. Linda and Matt enter.

                           LINDA
                 We’ve got a problem.

       INT. COMPUTER ROOM - NIGHT

       Frank’s fingers fly over the keyboard.

                           MATT
                 How long before anybody starts looking 
                 for us?

                           LINDA
                 There’s no set check in procedure. It 
                 could be weeks.

       A graphic of the elevator system pops up on the screen. 
       Frank highlights the security terminal. Frank hits a few 
       more keys. The screen reduces to a series of numbers.

                           LINDA (cont’d)
                 You think you can got in?

       Frank rewrites a few of the numbers.

                           FRANK
                 Already in. It was only a second level 
                 encryption.

       The Security System specifications pops up.

                           JANICE
                 Some security system.

                           FRANK
                 Oh the system is fine. It’s just I’m 
                 just extraordinary.

       Frank types a few more keys, and his eyes widen.

                           FRANK (cont’d)
                 But apparently someone is more 
                 extraordinary than me.

                           MATT
                 What is it?

                           FRANK
                 There’s nothing wrong with the system. 
                 Our codes have been removed.

                           MATT
                 Removed? By who?

                           FRANK
                 Here’s a clue. Only one code remains. 

                           LINDA
                 Whose?

                           FRANK
                 Dr. Sebastian Caine.

       INT. RECOVERY CHAMBER

       The team approaches Sebastian’s chamber. Carter pulls on 
       the pair of thermal goggles dangling from his neck up.

       THERMAL POV - The chamber is empty.

                           CARTER
                 He’s not in there.

       Linda enters the chamber. She notes that Sebastian’s face 
       and makeup are on the sink vanity. Linda crosses to the 
       phone and hits the “PAGE BUTTON”

                           LINDA
                 Okay, Sebastian. Fun’s over. Tell us 
                 where you are.

       She waits. Then...

                           SEBASTIAN’S VOICE
                 I’m sorry. But I can’t lot you turn me 
                 in.

                           LINDA
                 Sebastian... where are you?

                           SEBASTIAN’S VOICE (INTERCOM)
                 You have no idea what it’s like. The 
                 power of it. The freedom. I can’t let 
                 that go.

                           LINDA
                 C’mon Sebastian. You’re scaring me. 
                 Tell me where you are and we can talk 
                 about it.

                           SEBASTIAN’S VOICE (INTERCOM)
                 There’s nothing to talk about. See ... 
                 I’ve done things that can’t be undone. 

       A long beep as the intercom clicks off.

                           LINDA
                 Sebastian! Sebastian!
                     (beat)
                 I want search parties. Thermal goggles 
                 and tranquilizers.

       INT. CORRIDOR

       Linda and Matt, wearing thermal goggles and clutching 
       tranquilizer pistols, walk down the hallway, scanning 
       back and forth.

       INT. SEBASTIAN’S OFFICE

       Janice enters the office.

                           JANICE
                 Dr. Caine? Are you in here? Dr. Caine? 

       Suddenly, Janice jerks back.

                           SEBASTIAN’S VOICE
                 I’m here.

       INT. HABITAT’S CORRIDOR

       Sarah scans all the habitats with a thermal scanner. 
       Listening intently.

       INT. SEBASTIAN’S OFFICE

       Janice struggles with her unseen assailant, slamming into 
       walls and knocking into filing cabinets.

       INT. LABORATORY

       Frank and Carter search the lab with their thermal 
       scopes.

                           FRANK
                 Doctor Caine?

       INT. SEBASTIAN’S OFFICE

       Linda and Matt knock.

                           LINDA
                 Sebastian?

       No response. They push through the door. The room seems 
       deserted. Signs of a struggle. File cabinets opened, 
       drawers tossed.

                           MATT
                 This is bad.

       THERMAL POV - Linda surveys the room, spotting a slight 
       heat signature peeking from the corner.

                           LINDA
                 There’s something over there.

       Linda moves toward it. Whatever it is its hidden from 
       Matt’s POV by the supply cabinet. As Linda gets close she 
       pulls of f her thermal goggles to see...

       JANICE -

       Her face blue, eyes bulging. An I.V. cord wrapped around 
       his neck. Linda jumps back.

                           LINDA (cont'd)
                 Jesus. Oh my god.

       Matt rushes over. Sees the lifeless corpse.

                           MATT
                 What happened?

       Linda lowers the body to the floor.

                           LINDA
                 She was strangled. Multiple blows to 
                 her head.

       Linda begins a medical check of the rest of the body. 
       Matt stoops down and examines Janice’s face.

                           LINDA (cont’d)
                 We got a big problem here.

       A lamp tumbles from the desk and smashes to the floor. 
       Both Linda and Matt jump. Linda frantically dons the 
       thermal visor and scopes the room again. Nothing. Matt 
       notices the lamp cord beneath Linda’s leg. Points it out 
       to her. She sighs with relief... she pulled the lamp off 
       the table.

                           LINDA (cont’d)
                 Get everybody to the conference room. 
                 Now!

       Matt picks up the phone. Clicks the hookswitch. Clicks 
       the hookswitch again.

                           MATT
                 Intercom... the phone lines. They’re 
                 dead.

                           LINDA
                 Gimme that.

       She checks the phone, punches some numbers. Nothing.

                           LINDA (cont’d)
                 It was just working.

                           MATT
                 What the fuck is going on here?

       INT. CORRIDOR

       Matt and Linda head toward the lab.

       Linda suddenly stops.

                           MATT
                 What?

                           LINDA
                 Shhh.

       Linda takes a few cautious steps. Senses something.

                           LINDA (cont’d)
                 Give me the visor.

       Matt, suddenly concerned, hands her the visor. 

       THERMAL POV - Linda checks out the corridor. Empty. Linda 
       takes Matt’s hand.

                           LINDA (cont’d)
                 C’mon.

       They move quickly up the corridor. See Frank, Sarah and 
       Carter.

                           FRANK
                 Did you find him?

                           LINDA
                 Janice is dead.

       INT. CONFERENCE ROOM

       Linda scans the room with her thermal scope.

                           LINDA
                 It’s clear.

       Matt, Frank, Janice and Sarah step in, locking the door 
       behind them.

                           SARAH
                 The man has checked out of reality.

                           FRANK
                 What happened? I don’t understand.

                           CARTER
                 Isn’t it obvious? Right now, we’re the 
                 only ones who knows he exists. If he 
                 gets rid of us, no one knows and he 
                 becomes the most powerful man on 
                 earth.

                           FRANK
                 But he’s not a killer.

       They all look at Linda.

                           LINDA
                 He wasn’t. He is now.

                           MATT
                 Can you fix the elevator? Restore our 
                 codes?

                           FRANK
                 It’d take hours to crack the 
                 encryptions.

                           MATT
                 Right now that sounds like good news.

                           CARTER
                 So what do we do until then. Sit 
                 around waiting for him to kill us off? 

       Everyone looks around for some leadership. Finally.

                           LINDA
                 No. We find him, before he finds us.

       INT. CORRIDOR - DAY

       The group moves quickly, passing under an air vent. As 
       they round the corner the vent slowly swings down and an 
       air disturbance drops to the ground.

       INT. OBSERVATION ROOM

       As they enter...

                           CARTER
                 You sure this’ll work.

       Linda sits down at a computer terminal, activates it.

                           LINDA
                 We designed it to help find the rats 
                 we kept dropping in year one. They 
                 were too small for thermal scans.

       A map of the compound appears on the screen.

                           MATT
                 Systems hot. Activating motion 
                 detectors.

       Matt toggles a switch. Linda stares at a map of the 
       compound. Blips appear on the display... in the 
       observation room... in the Habitat Area and in one of the 
       corridors.

                           LINDA
                 I’ve got movement in Corridor Six.

                           MATT
                 That’s him.

       INT. CORRIDOR - DAY

       A shadow edges down the tunnel. It settles for a moment, 
       disappearing completely, then is back on the move. At the 
       tunnel’s edges, motion detectors light up as the thing 
       passes by.

       INT. OBSERVATION ROOM

       Carter checks his Tranq pistol & Matt rummages through a 
       locker.

                           MATT
                 Got ‘em.

       Matt pulls out a pair of walkie-talkies. He tosses one to 
       Linda.

                           LINDA
                     (into walkie)
                 Check. Check.

       Her voice echoes from the other unit.

                           LINDA (cont’d)
                 Be careful.

                           MATT
                 Just watch our backs. Hey Carter, 
                 ready?

                           CARTER
                 Let’s do it.

       Matt and Carter exit. Linda locks the door behind them.

       INT. TUNNEL

       Matt and Carter trot toward corridor six.

       INT. OBSERVATION ROOM - DAY

       Linda huddles over the display, tracking the two.

                           LINDA
                     (into Walkie)
                 Take a right at the next accessway. 
                 He’s working his way back to the 
                 offices.

       We see Matt and Carter on one of the working video 
       screens as they push down the tunnel.

       INT. CORRIDOR - DAY

       Matt and Carter move cautiously, listening for any sound.

                           MATT
                     (Walkie - sotto)
                 If we split up, can we trap him on 
                 corridor eight?

                           LINDA (V.0.)
                 If he keeps heading in that direction. 

       Matt nods to Carter. The pair splits, heading down 
       separate accessways.

                           MATT
                 Going Thermal.

       Matt pulls the visor down over his eyes.

       INT. OBSERVATION ROOM - DAY

       Linda watches the two separate and come around Sebastian 
       in a pincer move.

       Suddenly, the blip that was Sebastian disappears. Linda 
       grabs the walkie.

                           LINDA
                 I lost him. Matt, I lost him.

       INT. CORRIDOR - DAY

       Matt makes his way forward.

                           MATT
                 He probably just stopped moving.

       But Matt becomes more cautious with his footsteps. Slowly 
       ... approaching a corner...

       He rounds the corner and sees a heat signature at the far 
       end of the corridor. He levels his pistol, ready to fire.

                           CARTER
                 It’s me.

       Matt pulls off his goggles.

                           MATT
                 Do you have anything?

                           CARTER
                 Nothing.

                           MATT
                 How did he get by us?

                           CARTER
                 He couldn’t.

                           MATT
                 Sebastian! We’re here to help. 
                 Sebastian.

       No response. They both don their visors and move forward 
       slightly. Carter holds up his hand.

                           CARTER
                 There. Behind those pipes. He’s not 
                 moving.

       Carter points. Matt checks his thermal. A red heat 
       signature clings to the wall.

                           CARTER (cont’d)
                 Doctor Caine?
                     (beat)
                 Can you hear me?

       No response.

                           MATT
                     (into walkie)
                 We see him. But he’s not responding. 
                 The heat signature doesn’t move.

       Matt looks through his visor and holds the tranquilizer 
       gun at the ready. He looks for a clear shot. The heat 
       signature huddles behind pipes.

                           MATT
                 C’mon... C’mon...

       The two slowly move closer. Matt finally has a clear 
       shot. He signals Carter. Carter levels his pistol too.

                           CARTER
                 Covered.

       Matt fires the dart at the heat signature. It bounces off 
       the wall ... Nothing there. 

                           MATT
                 What the...

       He crosses to the heat signature.

                           MATT (cont’d)
                 Just a vent. Just a goddamn vent

                           LINDA (V.0.)
                 He was there.

                           MATT
                 Looks like... looks like we’re pumping 
                 out heat...

       Suddenly behind him... CARTER JERKS THREE FEET in the 
       air, kicking wildly. SUSPENDED IN MID-AIR BY HIS NECK. He 
       gasps for air.

                           LINDA (V.0.)
                 I got movement again! He’s right on 
                 top of you!

                           MATT
                 No fucking shit!

       Matt opens fire with the tranquilize, shooting at the 
       ceiling until he spends his dart rounds.

                           MATT (cont’d)
                 Sebastian? Goddamnit! Let him go.

                           CARTER
                     (choking)
                 H...Help... MMmmphg

       Carter suffocates. He passes out. With a sudden crack, 
       he’s thrown against the side wall. A large cut opens up 
       across his head and his body goes limp.

                           MATT
                     (into walkie)
                 Where is he? Where the fuck is he?!?

       INT. OBSERVATION ROOM - DAY

       Linda huddles over the display.

                           LINDA
                 Right on top of you.

       INT. CORRIDOR - DAY

       Matt scrambles away. Running. Pipes burst and swing down 
       from the ceiling. Steam billows forth. Something moves 
       through the cloud of steam.

       Around the corner, Matt shoves more darts into his 
       tranquilizer.

                           LINDA (V.0.)
                 What’s going on? Are you okay?

                           MATT
                 Carter’s down. Hurt bad. Bleeding from 
                 a head wound.

       INT. OBSERVATION ROOM - CONTINUOUS

       Linda watches the screen. Two blips, one traveling 
       quickly.

                           LINDA
                 Matt, he’s coming toward you.

       INT. CORRIDOR - DAY

       Matt takes a few steps back.

                           MATT
                 Shit.

                           LINDA
                 Got outta there.

       Matt breaks into a run.

       INT. OBSERVATION ROOM

       Linda watches one dot chasing the other, down several 
       corridors.

                           LINDA
                 He’s close!

       INT. TUNNEL

       Matt running, checking over his shoulder. Sounds of 
       footsteps behind him, but up ahead the heavy metal blast 
       doors begin to close.

                           MATT
                 Goddamnit. The doors are closing. He’s 
                 shutting me in.

       Matt rushes the doors as they slide shut. He doesn’t make 
       it in time. The doors close with a resounding clang. Matt 
       turns and pulls on his thermals.

                           MATT (cont’d)
                 Where is he?

       INT. OBSERVATION ROOM - CONTINUOUS

       Linda huddled over the screen. Tense.

                           LINDA
                 He’s coming right at you! 

       Then checks the Thermal goggles. Several heat signature 
       dot the tunnel.

                           MATT
                 Where?

                           LINDA
                 Twenty, maybe thirty feet.

                           MATT
                 Goddamnit, I got thermals all over the 
                 place. Eight, maybe ten of them. Must 
                 be ghosts.

       INT. OBSERVATION ROOM - CONTINUOUS

       Linda gets a sense of forboding. She looks around the 
       room. Sees a heating vent in the corner.

       Beat.

       She grabs the walkie.

                           LINDA
                 Those signatures ... they’re coming 
                 from the heating vents. 

       Through the goggles, Matt sees the tunnel turning red.

                           MATT
                 I’m starting to lose resolution on my 
                 thermals.

                           LINDA
                 Get out of there!

       INT. OBSERVATION ROOM

                           FRANK
                 If the room temperature is the same as 
                 his body temperature, thermal 
                 visors’ll be no good.

       Linda grabs a Tranq gun and heads for the door. 

                           LINDA
                 I’m going!

                           FRANK
                 Linda...it’s not safe.

                           LINDA
                 That’s why I’m going.
                     (to Frank and Sarah)
                 Corridor eight is clear. Get Carter to 
                 the lab. We’ll meet you there.

                           FRANK
                 But...

                           LINDA
                 Do it.