INT. BATHROOM - DAY

       Sebastian, dressed in street clothes, stands before the 
       mirror applying make-up to his latex mask.

       INT. STORAGE FREEZER

       Linda finishes stripping the insulation off the electric 
       cord. 

       She grabs a hypodermic needle package, and her cold 
       fingers fumbles with the package as she tries to pull out 
       the plastic tube.

       She finally gets it out and she starts wrapping the 
       stripped electric wire around the tube in a tight coil.

       INT. BATHROOM - DAY

       Sebastian slides on a wig and checks his appearance in 
       the mirror. Pretty smooth. Even from relatively close up, 
       he could pass as normal.

       INT. STORAGE FREEZER

       Linda furiously winds wire into a coil.

       INT. CORRIDOR

       Sebastian heads down the corridor. Lingering steam twists 
       in and around the hallway, long wispy tendrils. Sebastian 
       pauses for a moment, hearing A GROWL. Suddenly the 
       hallway seems a lot scarier. From beneath his scrubs he 
       pulls his own tranq gun. He listens ... hearing scraping 
       and footsteps. Watching the water on the floor twitch. 
       With machine like precision, he turns and fires. The 
       tranq dart halts in mid-air and some invisible thing 
       tumbles over.

       Sebastian continues down the hallway.

       INT. STORAGE FREEZER

       Linda holds the plug end of the extension cord. The other 
       end is wrapped into a tight long coil. Linda looks for an 
       outlet, but can’t find one. She looks at the overhead 
       lights.

       A moment later she’s climbing up the shelving. She wrap* 
       a piece of fabric around her hand, and with a sharp punch 
       she smashes one of the overhead light bulbs.

       INT. LABORATORY

       Sebastian enters, fully dressed. At a distance it’d be 
       hard to tell his secret. He pulls several chemicals off 
       the shelves. Then he pulls a tray of test tubes over and 
       begins mixing.

       INT. STORAGE FREEZER

       Linda works on jerry rigging the two ends of the wire to 
       the lightbulb, socket. 
       Suddenly the coiled wire springs to life and flies 
       against the nearest metal surface. She’s made an 
       electromagnet.

       INT. LABORATORY

       Sebastian loads the filled test tubes into the 
       centrifuge. Dozens of other vials are already slotted. He 
       takes one of the left over vials, considers it a moment 
       and then flings it over to the other side of the lab. The 
       vial shatters and...

       EXPLODES.

       A powerful explosion that rocks the room.

       INT. STORAGE FREEZER

       Linda feels the rumbling as she places the coil up 
       against the door. The magnet attaches itself. Linda 
       shakes the coil, trying to get the doorlock to move.

       OUTSIDE THE DOOR -

       We see the lock twitching. Shaking...

       INSIDE THE DOOR -

       Linda shivers as she plays with the coil. Her eyes glaze 
       and she stumbles backward. Her surgical scrubs, once 
       soaked with sweat, are now frozen stiff. She composes 
       herself and pushes back toward the door. Her heavy breath 
       hangs as a low cloud of Mist.

       INT. LABORATORY - DAY

       Sebastian looks over the dozens of other test tubes, 
       calculating their combined power in his mind. Then he 
       closes the top of the centrifuge. He taps a few commands 
       into its timer.

       INT. SUPPLY ROOM

       The door lock twitches again and twists back. The door 
       swings opens and Linda stumbles out, mashing into a 
       supply shelf of oxygen canisters. The canisters tumble 
       every which way as Linda tumbles to the ground.

       She scrambles to her feet and goes in after Matt, pulling 
       his cold body out of the storage locker.

       She pulls stacks of paper down from, the shelves into a 
       trashcan, grabs an industrial lighter and ignites the 
       paper. She pushes Matt close to the small bonfire. As she 
       does, the oxygen tanks catch her eye.

       INT. CORRIDOR

       Sebastian exits the lab, locking the door behind him. He 
       heads down the darkened tunnel. Something scampers in 
       front of him. Small, not visible. Sebastian sends it 
       reeling with a swift violent kick.

       INT. CORRIDOR, BY THE ELEVATOR - DAY

       Sebastian, dressed and in full latex, comes striding up 
       the tunnel. He taps a code into the elevator vault doors. 
       The vault doors open revealing the elevator.

       The doors slide open and Sebastian steps inside.

                           ELEVATOR
                 Authorization please?

                           SEBASTIAN
                 Caine. One One One One One.

                           ELEVATOR
                 Authorization valid. Thank you.

                           LINDA
                 Sebastian!

       And there’s Linda. Slicked with dirt and blood. She holds 
       a oxygen container with a cut line.

                           LINDA (cont’d)
                 I can’t let you leave. Come on out and 
                 I’ll give you one last chance.

                           SEBASTIAN
                 You said it yourself, Lin. I shouldn’t 
                 hold on to the past.

       The door starts to shut.

                           LINDA
                 Aaaaaaahhhh!

       She hits the top of a LIGHTER duct-taped to the hose. A 
       line of PRESSURIZED FIRE BLOWS into the elevator. 
       WWHHHOOOOSSHHHH! Sebastian goes up in flame. Linda runs 
       toward the elevator. Just as the door’s about to close, 
       she slides. Her foot jamming into it. 
       She lets loose with the flame again. Sebastian, backed 
       into the corner, has no where to go. He’s yelling in 
       pain. His latex FACE BUBBLES and burns. The surgical 
       scrubs SINGE BLACK. With no other escape route, he dives 
       toward the door. Linda looks up to see his flaming body 
       fly over her, back into the corridor. Linda kills the 
       tank as Sebastian continues to burn. The elevator lights 
       flickers and the security panel goes up in a shower of 
       sparks. The elevator dies. Linda pulls herself to her 
       feet and turns to see...

       Half of Sebastian’s head MELTED AWAY, his latex facade a 
       gruesome smoke-damaged mass. His clothes are half burned 
       revealing large blistering bubbly welts underneath, like 
       deformed blackened bubble wrap.

       Sebastian crawls to his feet, but Linda hits him with 
       another shot of flame.

       Sebastian pulls at his clothes as he crawls around the 
       corner.

                           SEBASTIAN
                 Oh God!

       Linda stalks toward him.

                           LINDA 
                 You wanna see God? I’ll show you God. 

       Linda turns the corner to see a heap of smoldering latex 
       and clothing strewn about the corridor floor. Sebastian, 
       looking like some ugly creature, pushes down the 
       corridor. He throbs with his blackened skin blistering 
       and cracking up and down his body. Linda lets loose 
       another jet of flame. It’s smaller than the first and 
       doesn’t quite hit Sebastian. Linda checks the tanks 
       pressure gauge. It slowly drops. Linda follows the 
       blackened horror into the maze of tunnels. But as he 
       pushes along the corridor, his burns slowly re- absorb 
       themselves. Sebastian is no longer visible. A quiet 
       moment in the hallway as Linda realizes how vulnerable 
       she is. She looks around for him desperately. Nothing. 
       But something on the ceiling catches her attention. She 
       blasts it with the last jet of her dying torch. THE 
       SPRINKLER SYSTEM, hit by fire, comes to life. Water 
       sprays down on the tunnel. Sebastian is caught in the 
       downpour, his invisible frame outlined by water. It comes 
       toward her, the hot skin steaming in the water. He grabs 
       Linda and slams her against the wall. His watery hand 
       smashes her across her face. Linda reels. On the floor, 
       she looks to see Sebastian stalking toward her. She 
       crawls away, but he grabs her by her hair, pulls her to 
       her feet and slams her against the wall.

                           SEBASTIAN
                 I’m gonna find everyone in your family 
                 and kill them-. Your sister... she 
                 never liked me. I think I’ll go after 
                 her and her little boy first. 

       Sebastian smashes her head against a metal post. Her head 
       cuts open, blood dripping down.

                           SEBASTIAN (cont’d)
                 I just wanted you to know that before 
                 you die.

       Linda collapses to the floor. Sebastian’s foot presses 
       against her neck, squeezing it. Linda gags for breath. 
       But through the shoot of water that is Sebastian, we see 
       something also... a watery smudge.

       BAM!

       MATT - smashes Sebastian with the metal bar. Sebastian 
       slams against the corridor wall and sinks down.

       Matt staggers. It’s taken all his strength to got there. 
       He drops the crowbar and seeks the wall for support, he 
       sinks to his knees by Linda.

                           MATT
                 Thought I’d... thought I’d save you 
                 for a change.

       He gives her his hand and pulls her up into his arms.

                           MATT (cont’d)
                 Let’s got out of here.

       Just as the two turn, Sebastian rises with the crowbar. 
       He swings it with a yell. Matt pushes Linda out of the 
       way, his arm glancing the blow into a conduit. The 
       conduit splits open and severs ELECTRICAL wiring. The 
       VOLTAGE shoots up the crowbar and into Sebastian. As the 
       current pulses through his body, Sebastian vibrates. His 
       blood vessels yank back to visibility, followed by his 
       skeletal structure and major organs. Sebastian is slowly 
       electrified. Smoke pours off him and he becomes more and 
       more visible. Finally he collapses. His body throbbing in 
       and out of visibility. Matt and Linda stumble away.

       INT. CORRIDOR - DAY

       Just outside the lab... Linda tries to pry open the 
       sealed doors with the crowbar. But she can’t.

       Through the doors porthole she sees a collection of 
       chemicals and the fire raging from the earlier explosion.

                           LINDA
                 Nitro...

       Matt peaks inside.

                           MATT
                 He said it himself... All they’ll find 
                 is a pile of charred corpses.

       She sees the centrifuge... The timed counter on its face 
       counts down from a minute. Fifty nine. Fifty eight. Fifty 
       seven...

                           LINDA
                 He’s rigged the centrifuge.

                           MATT
                 In an enclosed space, he’ll wipe out 
                 the whole lab.

       INT. TUNNEL

       Linda and Matt move as fast as they can. They reach the 
       burned out elevator. What the hell are they gonna do? We 
       know the damn thing doesn’t work. She swings her crowbar 
       at the ceiling. The maintenance hatch comes down.

                           LINDA
                 Grab on.

       Linda hooks the crowbar onto the hatch lip and pulls 
       herself up. She reaches back down for Matt.

                           MATT
                 Forget about me. You go.

                           LINDA
                 Fuck you. Give me your hands.

       Linda grabs Matt’s hands and pulls for all she’s worth. 
       She struggles, but they both manage to got him through 
       the hatch.

       INT. LABORATORY - DAY

       Three... two... one. The centrifuge springs to life.

       The centrifuge spins the two dozen vials slowly at first.

       INT. VENT

       Linda and Matt are on top of the elevator.

       Linda’s hands search the wall. Bar fingers run across the 
       smooth metal surface.

       From the little light below she can see a maintenance 
       ladder that spans the entire height of the vertical tube. 
       They look up and see it disappear into the darkness.

                           LINDA
                 Climb!

                           MATT
                 But...

                           LINDA
                 Climb!

       Matt starts up, rung after rung. Linda climbs right 
       behind him.

       INT. LABORATORY

       The centrifuge spins faster and faster. The vials are 
       starting to rattle.

       INT. ELEVATOR SHAFT

       Linda and Matt pull themselves up the ladder as quick as 
       they can.

                           MATT
                 I can’t. I’m going to pass out.

                           LINDA
                 Keep moving.

       He does, through sheer force of will. Blood from his 
       wound drips down on Linda’s face. No telling how much 
       further they have to go in this darkness. Light leaks in 
       from the maintenance hatch below.

       INT. LABORATORY

       The centrifuge’s whine has reached a fevered pitch. The 
       vials shake violently.

       Then... one of the vials shatters.

       A FLASH OF LIGHT. A HUGE EXPLOSION rips through the 
       laboratory.

       INT. TUNNEL

       The EXPLOSION rips through the lab doors. A MASSIVE 
       FIREBALL rolls down the tunnel swallowing everything in 
       its path.

       One of the phase shifted animals gets caught in the 
       flames. We see its shape briefly before it disappears In 
       a wall of fire.

       INT. ELEVATOR SHAFT

       The ladder begins to shake. The entire shaft begins to 
       rumble. Linda pushes Matt up as they scramble toward 
       safety.

       INT. EXHAUST VENT

       The FIREBALL blows into the vent. Starts rolling down it 
       also.

       INT. TUNNELS

       More explosions.

       CHAIN REACTIONS. BOOM! BOOM! BOOM!

       THE EXPLOSIONS rolls toward the OPEN ELEVATOR. Slamming 
       into it... The elevator flies upward.

       INT. ELEVATOR SHAFT

       The rumbling worsens. The two desperately cling to the 
       ladder. They looks down to see...

       The elevator...

       SURROUNDED BY FLAMES flying up toward them, lifted by the 
       explosion’s SHOCK WAVES.

                           LINDA
                 Oh God!

                           MATT
                 Don’t look.

       The carriage accelerates toward them, faster and faster. 
       Its loose cables whip around the shaft, slapping the 
       walls around the pair. Its gonna hit them! Linda pulls 
       herself close to the ladder and closes her eyes. She’s 
       pressed against Matt. The elevator... 50 feet... 40 ... 
       30 ... W0000000SH! It flames RIGHT BY THEM. 
       When Linda opens her eyes, the elevator is HUNDREDS OF 
       FEET ABOVE THEM and a wall of fire is below them, closing 
       in.

                           LINDA
                 Move!

       Panicked, Linda pushes Matt up the ladder as she stares 
       down at the rising fire wall. But the fire dissipates 
       before it hits them, though a stray tongue of flames 
       reaches up to lick the soles of her feet.

       They hear a terrifying moan and looks up to see the 
       elevator peaking far above her. It slows to a stop and 
       BEGINS TO FALL.

                           MATT
                 It’s coming down!

       FASTER AND FASTER. Coming back toward them in complete 
       free- fall. It’s emergency brakes clamp down, slowing it. 
       Metal against metal. Sparks flying. One of the brakes 
       shears. Then another. The elevator unseats from it’s 
       tracks, SLAMMING against the walls as it TUMBLES. Linda 
       sees that the elevator is out of control, and watches as 
       it ping-pongs toward them... smashing into the access 
       ladder, smashing into the wall. The elevator slows, but 
       continues slamming side-to-side. Linda cringes as the 
       elevator crashes into the wall above them. But it jams 
       there, stopping. They pull their heads away from wall and 
       look up. The elevator just hangs there, suspended. 
       There’s a small crawlspace between the elevator and the 
       ladder.

                           LINDA
                 C’mon. Before it slips.

       They begins to climb up again. Matt shimmies through the 
       tight hollow, and squeezes out the other side, followed 
       by Linda. She breathes a sigh of relief and just hangs 
       there a moment when ... Ah! Something grabs her. A singed 
       throbbing hand emerges from the darkness, gripping at her 
       leg.

                           LINDA (cont’d)
                 It’s him.

       She kicks at it and sees a dark dirty face - a swirl of 
       dirt, grime and smoke with hollow eyes - rise up the 
       ladder.

                           MATT
                 Sebastian, you fuck.

                           LINDA
                 Get off me.

       Sebastian pulls himself up Linda’s body. Translucent 
       dirty hands paving at the fabric of her clothes. Linda 
       tries to climb with this thing on her. But Sebastian 
       grabs her around the neck. She begins choking for breath. 
       Linda fights to keep her grip on the ladder... She looks 
       down at the ten foot drop to the elevator and then... She 
       lets go!

                           MATT
                 No!

       She and Sebastian plummet through the smoky haze and slam 
       against the top of the elevator. Linda seems to hover a 
       few above the elevator, Sebastian’s shadowy outline below 
       her. Matt painfully lowers himself down the ladder. But 
       metal groans and the elevator drops another five feet. 
       Linda struggles to her feet. Sebastian rises. A menacing 
       dark figure stalking toward her. Linda pushes back from 
       him. Sebastian grabs her by the hair and pulls bar over 
       to the ladder. The elevator strains and groans.

                           LINDA
                 Let go of me.

       Sebastian presses her up against the ladder. Presses into 
       her from behind. He has her trapped. His dirty hand 
       reaches out and strokes her hair.

                           SEBASTIAN
                 Remember the day we met? You were 
                 wearing a red dress and you were so 
                 pretty. Now... Now look at you.

                           MATT
                 Get off of her!

       Sebastian pulls her hair back and kisses her neck with 
       his filthy, dirt-smeared mouth and half-burned away face.

                           MATT (cont’d)
                 Sebastian, stop it.

       Linda and Sebastian struggle. Matt reaches down to try 
       and grab her, help her.

                           SEBASTIAN
                 You fucked it all up.

       Linda looks at her feet. The last elevator emergency 
       brake grips its cable. She grits her tooth and grabs hold 
       of the ladder.

                           LINDA
                 Go to hell. 

       Linda stamps on the brake release. The ELEVATOR TUMBLES 
       ... along with Sebastian. It slams into the fiery abyss a 
       hundred yards below. Linda hangs, one hand holding onto 
       the ladder, the other holding onto Matt. Matt pulls her 
       back onto the ladder, using all his remaining strength.

       EXT. WAREHOUSE - DAY

       Linda and Matt stumble out into the blazing sunshine. 
       Emergency crews close from all directions, sirens 
       roaring. A trail of smoke drifts higher and higher into 
       the sky.

       An ambulance pulls up next to them and the paramedics hop 
       out, immediately putting a blanket around her and 
       treating Matt’s wounds.

                           MARINE GUARD
                 What happened?

                           LINDA
                 We lived.

       Linda looks over her shoulder at the traces of the ruin 
       and she sees a shimmer of heat rising from the ground... 
       almost as if something was there.

                                                          FADE OUT:

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