INT. CORRIDOR

       Matt turns to face the corridor. It’s turning red. Matt 
       sees some movement in the thermal cloud. Opens fire. But 
       the thermal signature disappears into the heat. Matt 
       can’t distinguish anything through his goggles anymore. 
       He pulls them off and holds him gun in front of him 
       sweeping the hallway.

                           SEBASTIAN’S VOICE
                 Marco...Polo... Marco... Polo...

       His voice keeps shifting. Matt fires.

                           SEBASTIAN’S VOICE (cont'd)
                 Not even close.

       Matt sweeps his front leg back and forth, like a blind 
       man using a cane. But his foot isn’t hitting anything. He 
       sees a FIRE EXTINGUISHER mounted on the wall. He rushes 
       it, turns it on the hallway and sprays. And SOMETHING 
       LUNGES through the foam. GRABS HIM, sending him tumbling 
       down the tunnel. Matt is thrown against the wall. Blood 
       coming from his brow. He scrambles away, spraying more 
       foam. Sees a shape in the mist, raises his pistol and 
       FIRES. The shape leaps away. The DART FLIES. Doesn’t hit. 
       Matt scrambles back into a corner. His pistol is empty.

                           SEBASTIAN
                 So... just out of curiosity, how long 
                 has my best friend been fucking my ex-
                 girlfriend.

                           MATT
                 Sebastian. Get a hold of yourself. You 
                 aren’t thinking rationally.

                           SEBASTIAN’S VOICE
                 She’s a pretty sweet fuck, isn’t she?

                           MATT
                 Calm down, Sebastian... we can talk 
                 this through. It’s not too late.

       The Shape parts the low hanging mist, the fine powder 
       swirling in clouds behind it. Coming toward him.

                           MATT (CONT’D)
                 C’mon Sebastian. Don’t do this. I’m 
                 your friend.

                           SEBASTIAN’S VOICE
                 I’m sorry, but I just feel that our 
                 friendship is holding me back. I’m 
                 sure you understand. 

       THE DOOR OPENS. Linda reaches through, grabs Matt. She 
       pulls him to his feet and through the door.

       INT. TUNNEL

       Frank and Sarah, holding their Tranq pistols, fly down 
       the corridor.

                           SARAH
                 This way.

       They shear off the main corridor into the side corridor. 
       Carter lies crumpled up ahead. Sarah slides to his side. 
       Carter’s head rests in a pool of blood. She checks his 
       pulse while Frank takes a protective position.

                           SARAH (cont’d)
                 Pulse is weak. Breathing... shallow.

                           FRANK
                 He’ll be okay.

                           SARAH
                 It’s pretty severe. We have to get him 
                 to the lab.

                           FRANK
                 He’s got to be okay.

       Frank stands frozen.

                           SARAH
                 For godsakes, help me.

       Frank snaps to. Grabs an arm. The pair hoist Carter up 
       and carry him down the hallway.

       INT. OBSERVATION ROOM

       Linda pulls a handle and doors slide shut behind them.

                           MATT
                 He was going to kill me.

       Linda pulls him close.

                           LINDA
                 I know. He’s gone.

                           MATT
                 We’ve got to got out of here.

       Linda checks the screen -- see Sarah, Frank and Carter 
       headed toward the Laboratory.

                           MATT (cont’d)
                 Where is he? Goddamnit, where is he? 

       Isolated in the Hallway of Habitats is a single blip.

                           LINDA
                 Habitats.

                           MATT
                 Oh god. That’s right between us and 
                 the lab.

       INT. LABORATORY

       Frank and Sarah lift Carter onto a medical table.

                           SARAH
                 His pulse is faint.

       Sarah grabs a sheet from the counter top. Folds it and 
       presses it against the head wound.

                           SARAH (cont’d)
                 He’s lost a lot of blood. Here. Hold 
                 this.

       She guides Frank’s hands to the wound.

                           SARAH (cont’d)
                 Keep applying pressure.

       Sarah pulls out a saline solution I.V. bag and slap it on 
       the rack. She fumbles with the needle as she tries to 
       find a vein.

                           SARAH (cont’d)
                 Don’t move your hand until I got back. 

       Sarah heads to the door.

                           FRANK
                 Where are you going?

                           SARAH
                 This’ll hold him but he needs blood.

                           FRANK
                 But...

                           SARAH
                 Supply is right down the hall. I’ll be 
                 two seconds.

                           FRANK
                 Sarah, wait for the others

                           SARAH
                 If I wait, he’ll die. Keep pressure on 
                 the wound.

       INT. CORRIDOR

       Sarah exits the lab. Checks the corridor. Down at the end 
       of the cramped tunnel is the supply room.

       She swallows her fear and heads toward it, all the while 
       glancing side-to-side and behind her.

       INT. SUPPLY ROOM

       Spooked, Sarah bursts into the room. She goes to the 
       supply fridge/freezer, pulls open the door, and sorts 
       through blood bags.

       INT. TUNNEL

       Matt and Linda push along the corridor; Matt spraying 
       with the fire extinguisher in short controlled bursts, 
       Linda clutching her tranquilizer like a commando.

       A noise behind them. Footsteps.

       Matt turns to blast with the extinguisher. The white 
       chemical dust sprays out, outlining a shape in the 
       tunnel. But it isn’t a human shape.

       Matt’s uniform shreds. Something with fierce sharp claws 
       fells him. Tearing into his flesh. We see a angry, hungry 
       face... jabbing for a moment through the lingering fog.

                           MATT
                 Ahh!  Shit!

       Linda tries to get a clear shot off through the smoke. 
       Matt trips and goes sprawling. Something yelps. A howl. 
       Linda shoots. Her dart jabs into something which 
       collapses to the ground. A moment of calm. As the dusty 
       chemical foam settles, the outline of a great ape 
       appears, still twitching.

                           MATT (cont’d)
                 Karl Three. Nice shot.

                           LINDA
                 He’s let the animals out. It wasn’t 
                 him we were tracking.

       Linda leans against the wall, still clutching her tranq 
       gun at the ready. The heat is getting to bar. Bar scrubs 
       are soaked, her hair’s a mess. She wipes the sweat from 
       her brow.

                           LINDA (cont’d)
                 You okay?

                           MATT
                 It won’t kill me unless it gets 
                 infected. You?

                           LINDA
                 Me .... Don’t ask about me. If he 
                 freed all the animals, we could have 
                 dozens running around the lab.

                           MATT
                 So he could be anywhere right now.

       Matt sprays the whole tunnel, putting down a gentle cloud 
       mist. Nothing else appears.

                           MATT (cont’d)
                 What do we do?

                           LINDA
                 Get to the lab, lock the goddamn doors 
                 and pray to God Frank can reprogram 
                 the elevator.

       INT. SUPPLY ROOM

       Sarah finishes collecting blood bags and shuts the door 
       to the fridge/freezer.

       The DOOR SLAMS behind her. She freezes and slowly turns.

                           SARAH
                 Frank?

       She eyes the supply room, looking for a sign of movement.

                           SARAH (cont’d)
                     (frightened whisper)
                 Who’s there?

       She listens. Is that breathing she hears? Now she’s 
       starting to panic.

                           SARAH (cont’d)
                 Dr. Caine?

       She starts to back away, but she’s already in the corner. 
       She clutches her tranquilizer gun, but there’s nothing to 
       aim at. The vials of blood on the shelf gives her an 
       idea. She reaches over, grabs a vial and throws it on the 
       floor. GLASS SHATTERS and BLOOD SMEARS across the 
       linoleum. Sarah tosses another vial and another. Becoming 
       more and more hysterical. Splattering more and more 
       blood. But she runs out of vials. Shaking with fear, she 
       searches the blood looking for a footprint, or movement. 
       But there’s nothing there. Sarah waits a beat, clutching 
       the tranquilizer gun. Takes a step. Waits a beat longer.

       Finally she relaxes. It was just her imagination. She 
       heads toward the door when she hears a terrifying whisper 
       in her ear.

                           SEBASTIAN’S VOICE
                 You missed.

       Her hair flies up, and she swings against the wall. She 
       tries to move, but she’s pinned there. Her hands 
       struggling against the force.

                           SARAH
                 Please no. Let me go. Oh god, let me 
                 go. 

       The arm holding the tranquilizer gun begins to move.

                           SARAH (cont’d)
                 What are you doing? No!

       Sarah fights, but her arm moves nonetheless

                           SARAH (cont’d)
                 Help me! Oh God. Somebody help me!
                 FRANK!

       Slowly, deliberately, her own arm moves down the wall and 
       around, until the tranquilizer gun points right at her 
       stomach.

       Sarah watches in horror as her own body betrays her.

                           SARAH (cont’d)
                 No... please. Don’t do this to me.

       She struggles, shaking back and forth. Writhing. In 
       anguish and in fear.

                           SARAH (cont’d)
                 What do you want?

                           SEBASTIAN
                 You.

       The trigger pulls .... Pop!

       A dart explodes from the gun and imbeds in Sarah’s 
       stomach. She whimpers as her eyes glass over. Suddenly 
       she’s released. She stumbles backward and falls lifeless 
       to the floor. A moment of stillness, all we can hear is 
       the sound of someone breathing.

       On Sarah’s face... a slight-indentation runs down her 
       cheek..

       Almost sweet... almost tender. And slight indentation 
       runs across her breast and strokes down her body. The 
       sense of violation and vulnerability is awful. Sebastian 
       sighs.

                           SEBASTIAN’S VOICE
                 I’ve always liked your feistiness. 

       Sarah’s head shifts slightly. Her head shifts violently, 
       accompanied by the celery crunch of her neck snapping. 
       Sebastian exhales, his breath filled with the 
       intoxication of power.

       INT. LABORATORY - DAY

       Frank applies pressure to the wound, waiting for Sarah to 
       return. Carter’s vital signs are weakening..,.

                           FRANK
                 Sarah! Sarah!
                     (to Carter)
                 Goddamnit. Stay with me now. Don’t you 
                 let up... Sarah! Sarah!

       No response. Frank doesn’t know whether to stay or go 
       after her. He starts toward the door several times but 
       can’t leave Carter. Finally the door opens.

                           FRANK (cont’d)
                 Sarah! I’m losing him.

       But it’s Linda and Matt.

                           FRANK (cont’d)
                 Did you see her?

       Linda rushes over to check on Carter.

                           LINDA
                 Where is she?

                           FRANK
                 She went to the supply room. Carter 
                 needed blood.

       Linda grabs a stethoscope and listens to Carter’s heart.

                           LINDA
                 I said no one goes anywhere alone.

                           FRANK
                 She didn’t listen.

       She-slowly pulls Frank’s hand away from the wound.

                           FRANK (cont’d)
                 But...

                           LINDA
                 He’s dead.

       Linda would love to cry about it, but doesn’t afford 
       herself the luxury.

       INT. CORRIDOR

       The three of them approach the supply room door slowly. 
       Blood trickles from under the door and bloody footprints 
       extend down the hallway.

       They swing open the door.

       The floor is covered in blood and broken glass. But no 
       body.

       INT. CORRIDOR

       Sarah, broken, is dragged toward the chair, eerily 
       jerking down the hallway... seemingly on its own.

       INT. CORRIDOR

       The three scientists follow the bloody footprints down 
       the hallway past the empty cages in the tunnel of 
       habitats.

       All clutch their tranquilizer pistols.

       The footprints lead past the habitats to Sebastian’s 
       chamber.

       They see Sarah’s body in the dim light.

                           LINDA
                 Oh god. Sarah!

       The group breaks into a run. Linda pushes into the 
       chamber and falls at Sarah’s side. Matt cradles Sarah’s 
       head. They look for some sign of life as Linda fights 
       back the tears.

                           LINDA (cont’d)
                 No...

                           FRANK
                 Her too?

       Matt nods. Linda slams the cubicle wall with her fist.

                           LINDA
                 This didn’t happen. This hasn’t 
                 happened.

                           MATT
                 It happened alright. Now we have to 
                 deal with it.

       Matt puts his hands on her shoulder to calm her. She 
       pushes him off.

                           FRANK
                 Yeah? And just what are we supposed to 
                 do now?

                           SEBASTIAN’S VOICE
                 Now? Now you die.

       The three of them whip around.

                           LINDA
                 He’s here!

                           MATT
                 Where?

                           LINDA
                 Sebastian!

       Silence. The three cautiously move out. They stand back 
       to back, each one facing out. They move toward the door 
       of the Chamber.

                           LINDA (cont’d)
                 Sebastian. Sebastian, listen to me.

       No response. They all their tranq pistols level waiting 
       for some sign. Hearing each other breathe. They slowly 
       move outside the Chamber into the corridor.

                           LINDA (CONT1D)
                 I don’t know if you can understand 
                 this, but what you’re experiencing is 
                 a psychological breakdown. This isn’t 
                 who you are.

       A beat.

                           SEBASTIAN’S VOICE
                 I would say that what I am 
                 experiencing is psychological 
                 awareness. I like you being in 
                 complete and absolute control.

       They identify the general area the voice is coming from: 
       Back inside the Chamber! They slowly move toward the 
       Chamber door. With lightning speed they slam the door 
       shut, locking Sebastian inside the Recovery Chamber.

                           LINDA
                 You goddamn bastard! You goddamn 
                 bastard. You’re gonna pay for this. 
                 I’m going to bring you back to 
                 visibility and then I’m going throw 
                 your ass in jail.

                           SEBASTIAN’S VOICE
                 You’re never gonna bring me back 
                 Linda. I never want to come back.

                           LINDA
                 Fuck you!

                           SEBASTIAN’S VOICE
                 Or maybe I’ll fuck you. One last time 
                 for old times sake.

       Linda slams her fist against the wall of the Chamber.

                           MATT
                 Don’t listen to him. It’s not worth 
                 it.

                           FRANK
                 Come on, Matt. Let’s go get the 
                 elevator back on-line so we can got 
                 out of this hell hole.

       Matt gives Linda a kiss...

                           MATT
                 He does anything, anything at all, 
                 come get us. I’ll be back to check on 
                 you in five.

       Matt and Frank head off down the corridor.

                           SEBASTIAN’S VOICE
                 Imagine you two, carrying on right 
                 under my nose. Out of curiosity, what 
                 did he give you that I couldn’t?

                           LINDA
                 Shut up, Sebastian. He’s more of a man 
                 than you’ll ever be.

       INT. OBSERVATION ROOM - CONTINUOUS

       A VIDEO SCREEN shows Linda pacing outside the Chamber 
       door. The chair moves forward toward a microphone.

                           SEBASTIAN’S VOICE
                 Okay, sweetie. I’ll be quiet. If 
                 that’s what you want...

       Sebastian TOGGLES the intercom switch OFF. We pan over to 
       one of the working video screens ... Matt and Frank 
       stride down the hallway. The chair swivels and the 
       observation room door swings open slightly.

       INT. CHAMBER

       Linda still holds his tranq gun toward the door. Nothing 
       moves. Nothing. Linda walks over to the Plexiglas ... 
       stares in. Can’t see anything, anyone. Just the dead 
       Sarah.

       Then she sees it. The little red light on the intercom. 
       Its on.

                           LINDA
                 Sebastian? Sebastian? No.. No...

       Linda bangs on the glass. She looks. No movement, no 
       nothing. She listens. Shit. She takes off running.

                           LINDA (cont’d)
                 Matt! Frank! 

       Tracking with Linda as she rushes down the hall.

                           LINDA (cont’d)
                 Matt! Matt! Frank!

       INT. LABORATORY - DAY

       Linda breaks in the room to see Frank slicked in blood, 
       his throat cut, and Matt bleeding from multiple stab 
       wounds with an extension cord around his neck being 
       pulled tight.

                           LINDA
                 Jesus!

       Linda rushes over and slams into Matt. They fall to the 
       ground. Linda crawls over to Matt, but her head snaps 
       back and her lips erupt with blood.

                           SEBASTIAN’S VOICE
                 Figured it out? You were always so 
                 clever.

       Matt’s pulled back across the lab by the cord around his 
       neck. He grabs at the cord trying to breathe. Linda 
       watches him being pulled away.

                           LINDA
                 No!

       She clamors over to him. But Matt rises in the air and is 
       tossed against the lab table. Linda levels her dart 
       pistol and fires haphazardly at the air. She hits nothing 
       but objects jerk and move in a line as Sebastian heads 
       for cover. Linda manages to grab Matt and pull him to 
       her.

                           LINDA (cont’d)
                 Hang on!

                           MATT
                 Get out of here!

       Linda pulls Matt toward the door.

                           LINDA
                     (yelling)
                 You won’t get away with this. They’ll 
                 find out about you. They’ll hunt you 
                 down.

                           SEBASTIAN’S VOICE
                 The villagers with their torches? Lock 
                 up your daughters! Sorry, Lin. It’s 
                 not gonna happen that way.

       Linda hits the lights. The lab is now very, very dark.

                           SEBASTIAN’S VOICE (cont’d)
                 See, I’ve spent all my time down here 
                 thinking up this plan. When they find 
                 you, they’ll find a pile of charred 
                 corpses. The result of a terrible 
                 accident, I’m afraid.

       Linda reacts to the voice as it grows nearer. She 
       navigates the maze of equipment, heading toward the crack 
       of light at the front door.

                           LINDA
                 How can you be so brutal?

                           SEBASTIAN’S VOICE
                 I guess because I don’t have to look 
                 at myself in the mirror anymore
                     (beat)
                 Remember that first night I was out? I 
                 did something bad, just to see if I 
                 could get away with it. And when I 
                 did, I realized I could have it all. I 
                 can kill in broad daylight. And 
                 nobody’s gonna tell the police they 
                 were fucked by a ghost. Anything I 
                 desire I can make happen, but not if 
                 people know.

       Linda and Matt have reached the door of the lab. She 
       pushes through it and slams it behind her.

       INT. CORRIDOR - DAY

       Linda pulls Matt along.

                           MATT
                 I’m dizzy. I can’t feel my legs.

                           LINDA
                 Just keep going. I’ll fix you later.

       INT. CORRIDOR, LAB DOORS - DAY

       The doors explode open.

       INT. SUPPLY ROOM - DAY

       Linda looks up and down the hall and pulls Matt inside 
       the supply room. It’s still blood soaked from earlier.

       Linda closes the door, sliding the deadbolt into place.

       Linda lots him drop like a heap onto the floor. She falls 
       to her knees beside Matt, lying on the ground.

                           LINDA
                 Matt... Matthew. Stay with me now. 

       Linda pulls his scrubs open. The wounds are many and 
       deep.

                           MATT
                 He surprised us. We weren’t 
                 expecting...

                           LINDA
                 Shhh. Don’t talk.

       BAM! Something slams against the door. Bam! Slams against 
       it again. The old deadbolt is buckling. Linda looks 
       around the room and sees the storage freezer.

                           LINDA (cont’d)
                 We gotta move. Hang on.

       Linda helps Matt up and into the storage freezer.

       INT. STORAGE FREEZER

       Linda grabs a metal bar and slides it between two hooks 
       on the door and the jam.

       BAM! The storage room door blows open. Linda leans down 
       next to Matt.

                           MATT
                 Lin...

       He entire shirt is stained with blood. He’s having 
       trouble breathing.

                           MATT (cont’d)
                 I can’t feel anything.

       Linda picks up his hand. Grips it tight.

                           LINDA
                 You feel that?

       Matt smiles.

                           MATT
                 A little...

       She rips his shirt open... and sees his wounds. She grabs 
       a vial of alcohol and dumps it on her hands and then 
       probes the wound.

                           LINDA
                 Your losing blood, but he didn’t hit 
                 the vitals.

       She looks around.

                           LINDA (cont’d)
                 Sutures and thread.

       She rises, and looks outside the porthole into the room. 
       Suddenly it fogs up and she almost sees a face. She 
       stumbles backward, and the door starts rattling. Linda 
       scrambles over to hold the metal crowbar in place. 
       Sebastian pulls and rattles on the freezer door. To no 
       avail. It’s not gonna budge. Finally he gives up. The 
       door stops shaking. Linda is relieved, briefly.  Still. 
       Then she hears the click of the door locking.

       OUTSIDE THE FREEZER

       CLOSE ON THE REGULATOR as the dial turns from forty-five 
       degrees, down to negative twenty.

       INSIDE THE FREEZER

       Through the porthole, Linda sees the bloody footprints 
       heading toward the door. She removes the metal bar and 
       pushes on the door. It won’t move.

                           LINDA
                 Goddamnit.

       Linda looks around the storage room. She grabs a roll of 
       duct tape and pulls off a length.

                           MATT
                 What’re you doing?

                           LINDA
                 This is temporary.

       She takes paper towel and cleans off Matt’s wound. She 
       tapes it, using duct tape.

                           LINDA (cont’d)
                 You still with me?

                           MATT
                 Barely.

       A beat later, the compressor begins pumping Arctic air 
       into the freezer.

                           LINDA
                 Just keeps getting worse.

       Linda returns to the door. Shakes it.

       INT. CHAMBER - DAY

       We hear WHISTLING as we see a sheet of flesh fill out 
       into a head as Sebastian slides on his latex head piece.

       INT. STORAGE FREEZER

       Linda continues shaking the door. The lock holds. A tear 
       rolls down Linda’s cheek, but a strange thing happens. 
       The tear drops freeze. Linda shivers as she pulls the icy 
       tears from her face.

                           LINDA
                 Oh shit.

       The inside thermometer has dropped to five degrees.

       Linda grabs the metal bar and starts smashing it against 
       the porthole. The metal bar just bounces off the glass.

       INT. SEBASTIAN’S OFFICE

       A drawer opens, revealing a set of clothing neatly 
       folded. Shirt, pants, shoes. They begin to move.

       INT. STORAGE FREEZER

       Linda drops the metal bar and slides down the wall, 
       defeated.

                           MATT
                 There’s no way out.

                           LINDA
                 There’s got to be.

                           MATT
                 They say freezing to death isn’t so 
                 bad. You just kinda pass out.

       Matt’s head rolls back.

                           LINDA
                 Matt! MATT!

       She checks his pulse. Thank god he still has one, but 
       he’s not gonna last long. They’re both already starting 
       to turn a little blue. Linda stares desperately up at the 
       shelves, trying to find some sort of advantage. Then she 
       sees something. She looks back at the door lock and then 
       she rises ... and grabs AN EXTENSION CORD coiled on the 
       shelf.

                           LINDA (cont’d)
                 We’re not dying in here.

[