RAVENOUS

An Original Screenplay By Holly Copella

FIRST DRAFT

RAVENOUS

FADE IN: EXT. COOPER ESTATE -- NIGHT

We see the expensive, elegant home in the exclusive neighborhood. We see a dark figure move along the side of the house. EXT. POOL SIDE -- EVENING We see the well-kept garden alongside the in-ground pool and hot tub. TINA RODHURST, a girl in her late teens, lounges in the hot tub near the pool. A man in his early twenties, ALDEN COOPER, approaches Tina. ALDEN My sister just called. She had to stay late. She'll be home in an hour. She's she'd We'll going TINA always working. I wish taken off the summer. never have any fun before away to college.

ALDEN Our parents make us work for our pocket money. I certainly wouldn't be working my summer at that factory if they weren't so tight. But I might be coming into some money. TINA I'm tired of sitting and waiting every night. Tina turns in the hot tub and eyes Alden with a bright smile. TINA Have anything to drink around here? ALDEN We have soda. TINA Anything a little harder?

ALDEN Well, yes, but you're underage-TINA (seductive) Oh, well, it's probably for the best. A few drinks, and I lose all inhibitions. ALDEN Scotch okay? Time lapse. Tina and Alden kiss passionately in the bubbling hot tub. When Tina pulls away to finish her drink, Alden becomes flustered and nervous. Tina sets her glass down. We see a dark figure move within the shadows near the house. Tina returns to Alden and smiles lustfully. TINA You got protection? ALDEN Protection? Uh, yeah, of course. I'll go get it. Alden hurries from the pool with rushed anticipation. leans on the edge of the hot tub. TINA Don't be long. We only have forty minutes before your sister comes home. Alden nods and disappears into the house. Tina finishes her drink then relaxes in the hot tub. She shuts her eyes and sighs with content. INT. SECOND FLOOR HALLWAY Dim lighting. We see Alden hurry along the upper level, carrying a condom. He pauses near the balcony over looking the first floor. We hear movement near the stairs. Alden hesitates then smiles. ALDEN Tina? Change you mind about the hot tub? I have a waterbed-As he looks down the stairs from the second floor landing, we see movement from behind him. We hear a low snarl. Alden turns. EXT. POOL SIDE -- EVENING Tina impatiently picks up her watch, looks at it, and groans. We hear a faint clunk from within the house. looks around with some uneasiness. Tina Tina

TINA Alden? There's no response. TINA (mutters) What did he do? Run to the supermarket for it? INT. FIRST FLOOR HALLWAY

We see the dimly lit hallway leading to the grand stairs. Tina walks through the dim hallway and approaches the broad staircase. TINA Come on, Alden! We only have twenty-five minutes. We hear a dripping sound. Tina steps in something wet. Something brushes past her hair. She grabs her head with a startled gasp and steps back. TINA What in the world-Tina hurries to the wall and turns on the light. We see her bloody, bare footprints leading away from a large pool of blood on the hall floor. Tina looks up. We see Alden hanging from the upstairs railing by a rope around his ankles. Blood covers his face from a large gash across his throat. Tina screams, runs for the hall phone, and dials the police. TINA (into the phone) Help me. He's dead! Someone killed him! (pause) 1214 Rockingham Estates. Hurry! (pause) Calm down? He's dead! We hear a sound from upstairs. second floor landing. Please hurry. right now. Tina gasps and looks to the

TINA I can't talk

Tina sets down the phone. We hear the operator's voice chirping on the other end. Tina looks to the stairs then hurries for the front door. We hear a creak from the second

floor balcony. Tina gasps and looks back to the balcony and Alden's gently swaying body. We hear the sirens in the near distance. Tina sighs with relief and continues for the door. Someone dressed completely in black appears from the front sitting room and follows her. She frantically works the dead bolt, allowing a frightened cry to escape. We see the image of someone behind her. Tina apparently senses something. She appears startled and quickly spins. The masked killer thrusts a hunting knife at her. Tina screams and leaps away from the door. The knife strikes the door frame. Tina screams again and runs down the hall. She slips in the blood, momentarily losing her balance. She runs toward the kitchen, leaving bloody footprints behind. The barely visible figure in black runs after her. INT. KITCHEN -- KITCHEN

Tina runs through the dark kitchen toward the back, patio door with the killer directly behind her. She slides into the door, unable to stop. The killer is directly on top of her. She spins before the door, narrowly avoiding the plunging knife. Tina screams. The knife strikes the door and becomes embedded. The killer attempts to pull the knife free. We hear the faint sound of the front door being kicked open. Tina shoves the killer aside and runs for the closed kitchen door. The killer pulls the knife free and runs after her. INT. HALLWAY

We see the two police officers in the hall with their guns drawn. Both stare at Alden's hanging body. They look to the bloody footprints and follow them to the kitchen. We hear a thud against the kitchen door as it vibrates harshly. The first officer attempts to open it. It won't budge. We hear a strange pounding on the door from the kitchen side. The first officer turns to the second officer. FIRST OFFICER Go around back. I'll work on the door. A knife suddenly appears through the door. There's blood on the tip. Blood seeps through the hole in the door. FIRST OFFICER Call for backup! The first officer kicks at the door. It opens with some effort. The second officer calls for help on his pocket two-way radio. SECOND OFFICER We need additional backup at 1214 Rockingham Estates.

INT.

KITCHEN -- CONTINUOUS

Both officers enter the kitchen, stepping in the blood in the doorway. The kitchen is empty. The second officer slowly pulls on the door. We see Tina tacked to the door with the knife through her mid-section. Her throat is torn out. Tina's eyes are open and blood seeps from her mouth. INT. NEWSPAPER NEWS ROOM -- NIGHT

A few people sit at their desks in front of computers within the quiet room. A handsome, distinguished man in his early forties stands while on the phone. He's JOEL TURNER, journalist for the paper. JOEL (into the phone) I'm on it. Joel hangs up the phone and limps quickly across the news room. He passes a man, LARRY WILLIAMS, who plays solitaire on a computer. Hot story. JOEL Let's move.

Larry quickly springs to his feet, snatches his camera, and hurries after him. LARRY What do you have? JOEL Double murder at Rockingham Estates. Both men hurry out of the door. EXT. COOPER ESTATE -- NIGHT

We see several police cars surrounding the wrap around driveway. Joel and Larry hurry past a news van with reporters gathering equipment. Larry stops to take pictures of the house. Joel approaches a police detective, STAN, not far from a small crowd collecting. Joel turns on his hand held recorder and stops before the detective. Hey, Stan. JOEL What do we have?

Stan writes on his note pad then glances briefly at Joel.

STAN Looks like the Cooper's son and a teenage girl. He was murdered in the foyer, stabbed once. The girl was killed in the kitchen while trying to escape. JOEL Details, Stan. Suspects? Time of attack? Motive? Stabbed where? STAN Too soon, Joel. It was brutal. You'll be the first I call, okay? JOEL Come on, Stan. STAN The male victim--Alden Cooper. Works at the factory. The girl's a friend of his sister. Looks as if they were in the pool and were interrupted by someone. The boy got it first. The girl found him but offered no identification of her attacker in her call. She was killed as police arrived. The responding officers heard her scream. There's been no sighting of their killer. The sister arrived only minutes ago. She's being questioned. JOEL Thanks, Stan. Joel turns off the recorder and turns to Larry, who continues to snap photos. JOEL Stick around. See what pictures you can get. I'm going to look around. LARRY You've got it. Joel limps across the lawn and looks at the house several times. He looks to the small crowd of well-bred, wealthy neighbors barely dressed for the occasion. We see a young, attractive woman in her early twenties, KATLIN SHAW, turn away from the small crowd and walk along the well-lit sidewalk. She's dressed in a black, seductive outfit.

Her dark hair is pulled back in a ponytail. Joel watches her with a look of confusion or possible suspicion. EXT. LIBRARY -- DAY

We see the gothic looking building converted into a library. The building itself has the appearance of a creepy castle in a smaller version. Ivy grows up the side of the stone building. INT. LIBRARY ARCHIVES

We see Katlin sitting before a computer in the library basement. The small, frosted windows near the top of the room offer no light and allow minimal view. Katlin wears a conservative skirt and blouse. Her hair is neatly French braided. All that's missing is the reading glasses for the full bookworm effect. Two women in their late twenties enter the archives and approach Katlin's desk. They are GWYN and ERIN. Both women are dressed fashionably and almost seductive. ERIN Did you see this morning's article, Katlin? KATLIN About the murders? Tragic. GWYN That's only a couple of blocks from here. You walk to work. You must be worried. KATLIN There was no sign of robbery. Obviously premeditated. I can't imagine anyone wanting to come after a librarian. ERIN Might be some psycho who just likes killing women. KATLIN I know you're just trying to upset me. I'm not playing. GWYN You're touchy. Both women turn and walk away. ERIN She's so pathetic.

Katlin returns to her computer as the two women disappear up the stairs. We hear giggling and the sound of creaking steps. Katlin turns away from the computer and turns over the morning paper on her desk. We see the front-page article written by Joel Turner. The picture shows the house, police line, and a stretcher being rolled out with a filled body bag. She appears concerned. Katlin folds the paper and stands. She takes the paper back to the area behind her desk. We see shelves of neatly stacked boxes. She opens a box and places the paper on top of yesterdays paper then closes the box. All of the boxes are filled with old newspapers. She shuts off the light and returns to her desk. EXT. FACTORY -- DAY

We see the old, large factory on the edge of town, nestled in the middle of an open field. The parking lot is filled with cars. INT. RECEPTIONIST OFFICE

Joel and Larry enter the office area of the factory. The secretary's desk serves as a barrier to keep people from entering the factory and the offices. The secretary is a young, attractive woman, SHEEBA, who files her nails while flipping through a fashion magazine. She's a fashion statement herself. Sheeba looks at them with apparent annoyance to their interrupting her work. SHEEBA May I help you? JOEL I'm Joel Turner, with the Filmore Tribune. He hands her a card. Sheeba takes the card and sets in down without looking at it. JOEL We were hoping to interview some of the people who worked with Alden Cooper. SHEEBA (picks up phone) Another reporter, Mr. Biddle. (hangs up phone) Mr. Biddle will be right with you. A man in his mid to late forties, HARRY BIDDLE, appears from the office area and approaches them with his hand extended. They shake hands.

BIDDLE Terrible tragedy. He was such a hard worker. College student, you know. How can I assist you? JOEL We'd like to interview some of the people he worked with. Get their comments about his murder. BIDDLE Oh, sure, of course. If they're willing to discuss it with you. A lot of his co-workers are quite upset. We don't allow people inside the factory-unique inventions being assembled. Wouldn't want the competition getting wind of our newest gag gifts. You understand. Joel nods. BIDDLE I'll see who I can round up for you. Give me a few minutes. Joel nods. He watches Biddle approach the factory door. The secretary has to buzz him in. Joel turns his back to the secretary and faces Larry. JOEL (whispers) He's an odd one-LARRY They're all odd to you. EXT. LIBRARY -- DAY

We see Katlin sitting beneath a tree eating an apple and reading a book. Through an open library window, we can see Erin and Gwyn watching. Both vanish. INT. ARCHIVES Her

Katlin approaches her desk carrying her drink and book. boss, a balding man in his late forties, MICK STRINGER, stands near her desk. He appears upset. MICK I'm surprised, Katlin, I really am.

KATLIN Is something wrong? MICK I can't believe the mess you'd left this place. I want it straightened up before you leave. Mick leaves the archives. Katlin walks to the back area behind her desk and turns on the light. We see boxes scattered and papers thrown about the large table. Katlin stares with complete horror. INT. BREAK ROOM

Joel and Larry sit in the break room with a college-aged boy, CRAIG. Craig appears saddened by Alden's death. CRAIG He wanted to be a judge. smart enough too. He was

JOEL I know this has been difficult on you. I appreciate your talking to me about Alden Cooper. CRAIG I don't know why anyone would want to kill him. They must've been after the girl--a jealous ex-boyfriend maybe. I'd better get back to work. Craig stands then turns to leave. JOEL One more thing-Craig looks back at him. JOEL What are you producing that's so top secret? CRAIG If I told you, it wouldn't be a secret. Craig leaves the room. Joel sinks into thought.

LARRY What's going through your head?

JOEL Just wondering--I'd love to get a peak inside that factory. LARRY Give it up, would you. You're forever getting yourself into trouble. JOEL It comes naturally. INT. ATTIC -- EVENING

We see a disorganized attic filled with sheet covered objects, boxes, and other strange objects, including mannequins and framed movie posters. To the far end of the room, we see a neatly kept area with a double canopy bed, dressers, and a bookshelf near an open, bay window. Katlin lay asleep on top of the bed. The sheer curtains lining the bed are torn and frayed as are the curtains over the window. Katlin jerks slightly in her sleep. We see it's only early evening and is just getting dark. Katlin whines softly. INT. KATLIN'S DREAM

We see a handsome man in his early thirties, MARLIN SCORPEO, sitting on top of an elegant desk. He's wearing a white lab coat and tie. The name badge clearly reads his name. SCORPEO We're all guided by our destinies. Fate just has a macabre sense of humor sometimes. We see darkness. INT. We hear gunshots.

ATTIC -- NIGHT

Katlin jerks to the gunshots in the dream. The large wall clock chimes midnight. Katlin suddenly gasps as her eyes open. She has greenish yellow cat eyes. She sits up in bed. Her mouth falls open to reveal fangs. A soft growl escapes her throat. Claws appear from her fingertips. She springs off of the bed and slashes at the sheers with a panther growl. She looks at herself in the mirror, hisses, and swipes everything from the top of the dresser. She looks down at her night shirt and rips at it. She snatches some black clothing from the nearby chair. EXT. WINDOW/ALLEY -- NIGHT

Katlin stands in the open, third story bay window facing a solid brick wall of the building behind it. She's dressed seductively in black pants, tank top, and boots. Her hair is pulled back into a ponytail.

She jumps from the third story window and lands on the alley floor in a crouched position. She looks around the alley with a soft growl before straightening. She smells the air with her mouth open, almost panting. EXT. COOPER ESTATE -- NIGHT

We see the dimly lit mansion with a police line surrounding it. There are a couple of outside lights on as well as a few on inside. We hear movement from within the mansion. A shadow is seen in the kitchen. INT. KITCHEN

We see the single light on within the kitchen. Joel walks across the kitchen. He wears black gloves and carries his small recorder with him. Joel observes the chalk outline on the kitchen door. We clearly see the hole in the door and the blood streak down it. A dried blood stain remains on the floor before the door. JOEL (into his recorder) Victim, Tina Rodhurst, was stabbed with a singular thrust through the mid-section and into a wooden door. Some sort of hunting knife must have been used. Solid and durable. We hear movement just outside of the house. Joel looks to the glass kitchen door and attempts to look outside. He appears convinced there's no one there and returns to the chalk outline. He raises a mini-camera and takes several pictures. He slowly pushes the door open. INT. HALLWAY/FOYER -- CONTINUOUS

Joel enters the dimly lit hallway and allows the door to fall back into place. The door hits its frame and remains shut. Joel stares at the bloody footprints also outlined. JOEL Oh, God-(into the recorder) It would appear Tina had been barefoot--possibly naked when she ran through the house before meeting her end. Alden was killed in the foyer. Joel walks along the hallway then pauses with a look of confusion.

JOEL There's a pool of blood, but-Joel looks up to the ceiling. We see part of the cut rope remaining from the upstairs railing. JOEL Alden was possibly stabbed and hung from the upstairs balcony. Joel takes several pictures and approaches the stairs. He walks up a few steps. We hear the clunk of the kitchen door. Joel pauses, looks back, and then walks back down the steps. He looks down the hallway toward the kitchen. He slowly approaches the kitchen door with a look of concern. JOEL Hello? We see a dark outline in the shadows. There's no response. Joel shakes his head. Someone pounces out of the darkness and upon Joel, casting him backward onto the floor. He lands roughly. We see Katlin on top of Joel, straddling his waist. Her exposed fangs are inches from his face. Her claws are on his throat near his jaw. Joel stares with a look of horror then relaxes with a low groan. JOEL Damn it, Kat. You nearly gave me a heart attack! Katlin smiles through sharp, exposed fangs. KATLIN He who sneaks around deserves to be frightened. Katlin licks his face, retracts her claws, and swiftly moves off of him. Joel slowly pulls himself to his feet. Katlin smells the air with her mouth partially open. KATLIN I smell deathIm suddenly hungry. JOEL I'd like to know what you were doing here last night. The last thing we need is for some nosy reporter to spot you. KATLIN (seductive smile) If the shoe fits--

JOEL I'm serious, Kat. If you're spotted, or worse--photographed, they're going to be hunting you. KATLIN I smelled something strange. I decided to investigate. The police were already here when I arrived. JOEL You weren't inside, were you? KATLIN Don't be stupid. JOEL Did you happen to overhear the police say anything? KATLIN Yeah, they were going for coffee afterwards. Joel glares. Katlin smirks.

KATLIN No sense of humor. They'd been in the hot tub prior to the killing. The man must've come into the house and went upstairs for condoms. They found a condom on the balcony landing. Nothing was stolen. His throat was torn. He was probably dead before being tossed from the railing. The girl had scratches on her neck. The killer held her by the throat before impaling her to the door with a large, hunting knife. Her throat was torn as well. Almost as if they'd been attacked by a tiger. Joel eyes her with little humor. KATLIN Just an observation. I wasn't implying that I did it. (points to the kitchen) I'm hungry. Do you mind if I find a snack?

JOEL No, go ahead. I'm going upstairs for a few minutes. INT. KITCHEN -- MOMENTS LATER

Joel enters the kitchen with his tape recorder. He shuts off the recorder, stops, and stares with a slight grimace. We see Katlin standing by the counter while eating a large, thick, raw steak. She looks at Joel, who stares, and extends it to him with raised brows, as if to offer him some. Joel appears sickened. He rolls his eyes and shakes his head in response. KATLIN Anything else fun on tonight's menu? JOEL How'd you like to break into a factory? KATLIN (mouth full) What sort of factory? JOEL They make gag gifts, fake poop, whoopee cushions--things like that. KATLIN Sounds like a scream. (holds up steak) Can I finish this on the way there? JOEL You know my rule about raw meat consumption in my car. KATLIN Larry's dog pissed in your car, but I can't eat in it? At least I know where I stand. Katlin engulfs the entire half steak like a cat eating a mouse. She swallows and wipes her hands on her pants. JOEL You know, napkins work. KATLIN You're crabby tonight. Joel leaves the kitchen. Katlin follows him.

EXT.

FACTORY -- NIGHT

We see the dark factory with lit exterior lights. The parking lot remains dark. Katlin and Joel stand on a crate outside of the tall, frosted window and attempt to peer inside the factory. JOEL I can't see a damned thing. KATLIN There's an alarm on the window. JOEL How do you know? KATLIN I can feel the current. there a skylight? JOEL I never got as far as the factory itself. KATLIN Odd that even the office windows are frosted. Wonder what they're hiding? JOEL Supposedly some secret novelty. KATLIN Yeah, slave labor or child pornography maybe. Coming along? JOEL (nods) Let me get my rope. Moments later. We see Joel attaching a rope to a harness he wears. The other end of the rope is attached to a special shoulder harness on Katlin. She backs away from the building and runs for the wall. She scales the wall. The rope becomes taunt. Katlin falls from the building and lands on her feet. She straightens and glares at Joel. KATLIN You've put on a few pounds since last time. Joel shrugs. Katlin backs up a little further and runs for the building with a panther roar and scales the wall. The rope becomes taunt. Joel keeps himself from striking the building as he's pulled up the side. Is

Katlin jumps over the ledge to the roof then pulls on the rope until Joel reaches the ledge. They clasp hands, and she roughly pulls him up and over the ledge to the roof. We hear him hit the roof with a thump then a moan. EXT. FACTORY ROOF -- CONTINUOUS Joel discards the

Katlin looks through the skylight. harness and joins her. JOEL Any alarms? Not a one.

KATLIN Can you jimmy it?

JOEL I was a cat burglar long before you were a cat. Joel kneels before the skylight and works on the latch. He's able to pull the skylight open enough for them to slip through. JOEL Lower me down with the rope. KATLIN What did you do before you had me? JOEL Lugged around fifty pounds of equipment. INT. FACTORY FLOOR -- CONTINUOUS

Joel is lowered and safely touches the bottom of the factory floor filled with boxes and conveyor belts. He looks up to the skylight. Katlin quietly lands behind him with a small gust of air. Joel turns with some surprise. He smiles with a soft laugh. KATLIN So--what are we looking for? Drugs inside the fake poop? JOEL They were very careful not to allow us into the factory portion. They may just be anal about their whoopee cushions, but I'd like to see for myself.

INT.

BREAK ROOM

Katlin pops the latch to the candy vending machine with her claw. She removes a candy bar and shuts the machine door. Joel enters the break room with a look of disgust. JOEL Nothing. Their security is poor. It would appear they're not hiding anything after all. Anyone could break in here. I've disconnected the alarm on the window over looking the factory. I'll snoop more tomorrow. KATLIN Who'd want to break into a gag warehouse? Well--except us. JOEL I've been known to be wrong on occasion. KATLIN Can we leave? I have a few tires to slash before sunrise. JOEL What did I tell you about that? KATLIN It's not fair. During the day, Katlin's weak. She can't even tell those bitches to fuck off. At night, I have the will and drive and you stunt me. JOEL I'm not stunting you. I'm protecting you from yourself. Do you want to be some evil night stalker? KATLIN I wasn't aware I had a choice. JOEL You're not to use your gift for evil. You promised, remember? Katlin frowns. JOEL Come on. Let's go. We only have a few hours until sunrise.

INT. JOEL'S HOUSE/BASEMENT -- NIGHT We see Joel and Katlin standing on a mat on the basement floor. Joel shows Katlin several martial arts moves. He guides her through a new kick, showing some discomfort to his already troublesome leg, and then prompts her to try it. Katlin kicks at him with force and speed. She kicks him in the chest and throws him against the wall. Joel moves with some discomfort. JOEL I think you've got the hang of that. Joel rubs his knee and limps past her. with a look of concern. KATLIN Are you okay? Joel suddenly grabs her arm and flips her over his hip and onto the floor. Katlin lands roughly. Joel smiles and chuckles lowly. JOEL I may be older, but I still have a few tricks up my sleeve. Katlin glares at him from where she lay. Katlin growls lowly, springs to her feet, and circles him with an unpredictable look on her face. Joel backs up nervously and holds his finger out and shakes it for her to back off. Katlin whirls herself low on the ground and sweeps his legs out from beneath him. Joel falls roughly onto his backside. Katlin springs on top of him and holds his shoulders to the mat. She growls lowly then smiles with her sharp fangs exposed. KATLIN One day, I may let you win. JOEL Somehow I doubt that. I consider myself lucky you haven't damaged me more than I already am. Katlin purrs softly while seductively straddling him. Joel slowly pulls himself into a sitting position. Katlin doesn't move. She runs her clawed fingers along his chest and toward his groin. KATLIN (purrs) You still have it where it counts. Katlin follows him

JOEL Behave. Katlin frowns, roughly pushes him back down, and moves off of him. INT. ATTIC -- NIGHT

Joel walks across the bedroom portion of the attic. He looks from the dresser to the thrown, broken objects and places his hands on his hips and shakes his head with a disgusted look. Katlin enters behind him with her arms across her chest and a look of annoyance. She taps her claws on her arms. They glare at one another. JOEL Why do you have to trash the place every night? You know you'll be upset in the morning when you have to pick up after yourself. KATLIN (seductively sits on the bed) If you'd feel that rush, you'd probably break a few things too. JOEL But it doesn't hurt? Katlin shakes her head. She lay seductively on the bed and claws at the bedspread while purring. KATLIN You going to join me? JOEL (tiny smile) I'd be afraid you'd kill me. KATLIN (continues to purr) Why would I do that? JOEL It wouldn't be on purpose. KATLIN (seductively moves along the bed) I'll be real gentle.

Katlin swiftly springs from the bed and seductively circles him while purring. Joel watches her with little emotion. She stops before him and places a clawed hand on his shoulder. KATLIN You know you want to. Katlin gently kisses his neck and runs her clawed finger down his chest. He catches her hand before she can touch him below the belt. She pulls her head back and glares into his eyes. A slight growl forms in her throat, showing her displeasure. JOEL You'd regret it in the morning. KATLIN (fangs exposed) You mean, she'll regret it. Your loyalty to my pathetic day persona really cramps my style. She throws herself onto the bed like a spoiled child and stares at the canopy with annoyance. Joel approaches and sits on the edge of the bed. Katlin ignores him. JOEL I'd love to know why you don't go out and find another mate. KATLIN Maybe I will. Pathetic Katlin always dreaming of that nerd scientist. You should consider sending her to a shrink. JOEL Maybe, deep down, you know you and Katlin are the same person. I don't think you'd take up with some man, because you'd only be hurting yourself. KATLIN (frowns) You couldn't be more wrong. JOEL Then what is it? Katlin looks at him and sits up, now close to him. She brushes her lips along his cheek and purrs softly near his ear.

KATLIN You turn me on. Joel suddenly tenses. Katlin continues to purr and pulls back to meet his gaze with a satisfied smile. She then kisses him gently on the lips. Joel places his hand to her face and returns the kiss. Katlin purrs contently. She suddenly tackles him roughly to the bed near the edge and positions herself on top of him. Joel quickly pulls away and falls to the floor. Katlin looks playfully to the floor from where she lay as Joel pulls himself to his feet. He stands and composes himself. JOEL (firm) This is wrong. Katlin says no. I have to respect that. Katlin purrs and playfully swats for his crotch with her claws. Joel jumps back and away from her clawed hand. KATLIN Who's going to tell? never know. She'll

JOEL I'll know. I won't do anything to hurt Katlin. KATLIN (sits up) You don't seem to mind hurting me. JOEL You're not nearly as sensitive. Though twice as spiteful. Katlin glares at him and casts herself back to the bed, once more staring at the canopy. KATLIN I've stopped spraying your dirty laundry--don't nitpick. JOEL Good night, Kat. KATLIN (mutters) Doubtful. You've already ruined my chances for that. Katlin's eyes close. Joel sits on the bedside and watches her. The sun begins to rise. Katlin's claws vanish into her fingers.

Katlin slowly turns over and cuddles the pillow. Joel leans down and kisses her cheek. He strokes her hair, stands, and leaves the room. INT. JOEL'S KITCHEN -- MORNING

Joel pours coffee into a cup and cuts a bagel. He appears tired after his night. Katlin tiredly enters the kitchen wearing dress pants and a thin blouse. JOEL Good morning, Katlin. Katlin collapses at the table with a weary groan. brings her coffee and a bagel. KATLIN What did she do last night? JOEL I can't believe you don't remember what happens at night, but your night self remembers what you did all day. KATLIN She's the dominating personality. Did she come onto you again? I swear she's always in heat. JOEL I'll admit, she's a bit of a tigress, but you trust me, don't you? KATLIN Of course I do. If it wasn't for you, I'd be living in some alley and she'd be killing people. Joel joins Katlin at the table. JOEL Don't be upset about what she does at night. I'm there to keep an eye on her. You just be yourself and don't think about what happens at night. KATLIN (softly) Thanks, Joel. Joel

JOEL Anything you want to share with me before you go to work? KATLIN I had that dream again. JOEL Which one? KATLIN With that guy--Marlin. JOEL Yes--Marlin. The good looking guy in the lab coat. KATLIN What do you suppose it means? JOEL Someone from your past, maybe? KATLIN I wish I could remember something--anything. JOEL It'll come to you eventually. There's no reason to rush it. KATLIN I must've gone through every newspaper in the country looking for a missing person report on myself. JOEL It's been nine months since I found you. Who knows how long you were wandering around out there before that. Why don't you just forget about it and try to have fun. KATLIN Kat has enough fun for both of us. Someone has to earn a living around here. JOEL Don't be so hard on Kat. a tremendous help to me. She's

KATLIN You like her better, don't you? I'm sure she's more fun.

JOEL You're the same person. There is no you verses her. I really wish both of you would stop with this "her" business. Joel smiles gently, stands, and kisses her on the forehead. JOEL Finish your breakfast. You're going to be late for work. EXT. FACTORY -- DAY

We see the busy factory. Many cars fill the parking lot. Joel casually walks around the back of the factory. He approaches one of the frosted windows and peaks in through a missing piece of glass in the corner. He uses a monocular to observe the factory. INT. FACTORY -- CONTINUOUS

We see the production lines. Many people work busily. Everything appears normal for factory work. Several pieces are inspected and placed into boxes then loaded into trucks. EXT. FACTORY -- CONTINUOUS

Joel sighs, turns away from the window, and sits on the crate below it. JOEL It's going to be a long day. INT. LIBRARY

We see Katlin sitting before her computer. She searches more newspapers on-line. We see a photo of Marlin Scorpio flash on the screen. Katlin suddenly straightens and scrolls up. She stares at the black and white photo of Scorpio. KATLIN Oh, my God-She reads through the article. KATLIN Marlin Scorpio missing from his home--well-known scientist, formerly worked for the government-Katlin pushes the print button.

KATLIN Missing nearly a year. really exists.

He

Katlin jumps up and runs to the printer. She removes the paper and stares at the handsome, familiar face. She holds back her sigh. Erin and Gwyn appear at the bottom of the steps and give her a strange look. ERIN What do you have there? KATLIN (turns away) Just some research. GWYN Let's see. Gwyn attempts to take the paper. Katlin keeps it from them.

KATLIN Leave me alone. I have work to do. Katlin hurries back to her computer. Both women follow her. She shuts off the computer to prevent them from seeing what is on the screen. They continue to reach for the paper. KATLIN Get away from me! ERIN Not until you show us what's on the paper. Gwyn attempts to move behind her to get it. Katlin darts between them and runs into the bathroom. We hear the door lock. INT. BATHROOM -- CONTINUOUS We Katlin

Katlin clings to the paper, holding it to her chest. hear laughing and boxes of newspapers being toppled. shuts her eyes. EXT. FACTORY -- DAY

Joel sits on the crate plucking petals from a flower. looks at his watch, picks up the monocular, and peeks through the hole. INT. FACTORY -- CONTINUOUS

He

We see the assembly line at a complete stand still. All of the workers lay on the floor or across the conveyer belt. There's no movement.

EXT.

FACTORY -- CONTINUOUS

Joel jumps from his crate and looks again. He lowers the monocular and stares at the frosted window. JOEL Oh, my God-He removes his cell phone and calls the police. Later. Police cars and fire trucks pull up to the factory entrance where Joel waits. The police officers and fire fighters approach wearing gas masks. OFFICER (to Joel) Stay here. There's no telling what sort of chemical spill it is. The doors open and Biddle, Sheeba, and another man, CARLSON runs out in a state of panic. Whoa, wait! here? BIDDLE What's going on

OFFICER We had a report of a chemical spill. BIDDLE There's no spill. What are you talking about? OFFICER Still, we need to check inside. BIDDLE Yes--of course. INT. FACTORY

Several officers and fire fighters in masks enter the factory. Joel sneaks in behind them in his own mask. All of the workers stop production. A switch is thrown and the belts stop. The workers stare with surprise and concern. The officer glares at Joel. INT. ATTIC

Katlin tapes the article and photo to the dresser mirror. Written across the top are the words, Kat, please find him. Katlin backs away from the mirror while staring at the man's photo. She approaches the bed and lie down with exhaustion.

EXT.

FACTORY -- EVENING

Joel watches the factory from a distance through binoculars. Most of the cars have left but a few remain. One car pulls around back to the docks and backs into the shadows. Two men appear from the factory carrying something. It appears to be a crate of some kind. Joel continues to watch until the last of the cars drive away. JOEL (softly) What are you up too? Joel walks back to his car parked several yards away and gets inside. INT. CAR -- CONTINUOUS

Joel looks to the passenger seat. We see a strange, round metal disk on the seat. Joel studies it a moment with a look of confusion. A vapor escapes from the disk, swiftly filling the car. Joel gasps. His eyes close, and he falls against the steering wheel. INT. ATTIC -- NIGHT

Katlin lay peacefully on her bed. The clock strikes midnight. Her eyes pop open to reveal the cat eyes. Time lapse. Katlin stands before the broken mirror in her black outfit. She taps her claws to the mirror and stares at the taped photo and article. KATLIN Scorpio-(seductive) Looks tasty. Katlin smells the air with her mouth open and fangs exposed. She walks to the window and smells the air. KATLIN Shower on me, Joel? EXT. LIBRARY -- NIGHT

We see lights on within the library despite that it's closed. We see shadows of people move past the closed, stained glass windows from inside. INT. LIBRARY/FIRST FLOOR Erin

We see Mick and Erin making out against a bookcase. suddenly pushes him away. ERIN Gwyn's coming.

MICK Why don't we just go back to my place, so we can be alone? ERIN You know what it'll cost you. Gwyn appears with a paper bag. strange look. MICK What's in the bag? GWYN Just a little fragrance for our friend, Katlin. MICK I wish you two would stop harassing her. What did she ever do to either of you? ERIN For one thing, she has my promotion. Mick frowns and walks away. devious smile. Erin approaches Gwyn with a Mick looks to the bag with a

ERIN What are we up to, my most evil sister? GWYN Dog poop. A little here and there in concealed locations should drive her absolutely insane. ERIN (laughs) You're just too bad. We see someone move from the shadows and away from the room. GWYN I'll be right back. INT. ARCHIVES

The lights come on in the basement, brightening several rooms. Gwyn walks through the doorway and approaches Katlin's desk. We see Katlin appear in the doorway. Katlin rubs her back seductively along the corner near the stairs and the light switch.

Katlin smiles evilly with exposed fangs. She reaches for the light switch and flicks them off. Gwyn gasps with surprise. Erin? GWYN Is that you?

We see the room through Katlin's eyes. All objects are easily seen through the dark with a cat-like vision. Gwyn sets the paper bag down and feels around the desk for the light. Katlin hisses faintly. Gwyn spins around with a gasp. Erin? INT. Erin! GWYN This isn't funny!

LIBRARY/FIRST FLOOR

Mick closes his briefcase and pulls it from the desk. Erin stands before him with her arms folded across her chest and a cold expression on her face. Mick looks at her as he turns. MICK Forget it, Erin. I'm not demoting Katlin, nor am I firing her. If she quits, that's entirely different. ERIN Have a weak spot for the little prude? MICK There's something attractive about that innocent face. At least she doesn't spend her entire day thinking of ways to stab others in the back. We hear Gwyn scream. Mick drops his briefcase. the scream to the basement. INT. BASEMENT -- CONTINUOUS Both follow

The light comes on. We see Mick and Erin standing at the bottom of the steps. Both appear horrified. Gwyn frantically wipes the dog poop from her face while almost crying. Erin doesn't move any closer. Mick rolls his eyes and heads back up the steps. INT. LIBRARY/FIRST FLOOR

Mick approaches his briefcase, picks it up, and heads for the main entrance. He opens the door and stares into the entrance way.

MICK What in the-We hear the parting of air. Mick staggers back a step with a look of horror. He drops his briefcase and clutches his bleeding throat. The blood rapidly flows through his fingers, and he sinks to the floor. He's grabbed by his ankles and is quickly pulled from the library. The front door shuts. Time lapse. Gwyn and Erin enter the main area. continues to wipe her face with a paper towel. It was her! be? GWYN Who else would it Gwyn

ERIN That's impossible. Katlin wouldn't be capable of that. She's a little baby. Erin looks to the front door. We see a large streak of fresh blood leading out the door. GWYN Yeah, well then who was it? Gwyn then notices the blood as well. ERIN Mick? GWYN I'm calling the police. Gwyn hurries to the phone. Erin slowly approaches the blood and walks past it with a look of fright. She quickly and nervously locks the door. She slowly reaches for the curtain along side the door and pulls it back. EXT. LIBRARY -- CONTINUOUS Both appear horrified.

Erin's POV. We see blood dripping down the flagpole. Looking up the flagpole, we see Mick hanging by his ankles with blood covering his face. INT. LIBRARY -- CONTINUOUS

Erin stares out the window and begins to scream hysterically. Gwyn runs to the door and looks out as well. Gwyn appears horrified. EXT. BACK ROAD -- NIGHT

We see Joel's car parked alongside the road with a flat tire.

Katlin walks alongside the car while running her finger along it. She looks down to the flat tire and smells with her mouth open. She straightens with a puzzled look. She opens the driver's side door and smells inside the car. Katlin moves away from the car and shuts the door while breathing through her mouth, smelling the air. She looks around a moment. KATLIN (softly) Who were you with, Joel? And what's that chemical smell? She continues to look around and taps her claw on the hood of the car. EXT. FACTORY -- NIGHT

Katlin approaches the factory and walks around the exterior, smelling the air. She pauses by the window with the small hole in it. She taps her clawed finger on the glass pane and sinks into thought. INT. KATLIN'S DREAM

We see Katlin running in slow motion down a long, white corridor. We hear her heavy breathing and we see her bare feet. She looks behind her. A man appears at the opposite end of the corridor behind her. His face remains a blur. He runs after her. She runs toward the window at the end of the hall. Another man appears near the side of the window. He aims a gun at her. SCORPEO (O.S.) Run! Katlin looks to the man with the gun and continues to run for the window. Marlin Scorpio jumps in front of the man from across the hall. The gun fires. Scorpio hits the wall. He clutches his bleeding shoulder and looks to Katlin as blood seeps between his fingers. SCORPEO Go! Katlin looks to the window and jumps through it. shatters everywhere. We hear another gunshot. EXT. FACTORY -- DAY Glass

Katlin gasps and wakes within the large tree. She grasps the tree branch and looks to the tall tree she's perched within. Katlin looks to the factory with confusion then to the height of her location. KATLIN Oh, shit--

INT.

JOELS HOUSE/KITCHEN

Katlin runs into the kitchen. The coffee pot remains empty. She looks around nervously. She's still dressed in her black outfit. There's an urgent pounding on the kitchen door. Katlin jumps with surprise. She hurries to the door and opens it. We see Larry standing in the doorway. He looks her up and down with some surprise. LARRY Katlin--wow. That's a new look for you. Where's Joel? I've been trying to reach him all night. KATLIN I--I don't know. Is something wrong? LARRY There's been a murder at your library. A murder? KATLIN Who? LARRY Mick Stringer. KATLIN My boss? How? LARRY Someone slit his throat and hung him from the flagpole. Maybe the same killer from the Cooper Mansion. KATLIN What was Joel doing when you last saw him? I haven't seen him since yesterday morning. LARRY Probably writing an apology note for placing a false emergency call. KATLIN What?

LARRY He thought there was some sort of chemical spill at the factory. He claimed the workers were out cold on the floor. There was no evidence of anything unusual when the police and the fire department arrived. KATLIN (soft) The factory-LARRY If you see him, tell him to call me on my cell phone right away. I've been trying his cell phone all night, but he's not answering it. Katlin slowly nods and shuts the door behind him. EXT. LIBRARY -- DAY

Katlin stands before the closed library gates. The police barricade remains around the library grounds. Traces of blood can be seen on the ground below the flagpole. The iron gates are shut and chained. A notice reads: Closed until further notice. Katlin's suddenly grabbed and spun around. She lets out a startled cry and comes face to face with Gwyn. Gwyn looks angry and without sleep. GWYN I know you were here last night. You're going to fry for killing Mick. KATLIN I don't know what you're talking about. Gwyn pushes her against the iron gate. Katlin roughly strikes the gate with some pain. Gwyn holds her against the gate and points a finger at her. GWYN Don't try to bullshit me, you little bitch. Katlin clutches Gwyn's lower arm and winces. KATLIN Let me go! GWYN Not so tough now, are you?

Katlin swipes her fingers across Gwyn's forearm. Four scratches immediately bleed. Gwyn cries out and releases Katlin. She looks to the bleeding scratches then to Katlin with wide eyes. GWYN You bitch! Katlin darts away from her. She backs away from Gwyn while staring at the bleeding scratches with a look of horror. GWYN I'm going to beat the shit out of you! Katlin turns and runs away from the library. EXT. FACTORY -- EVENING

Katlin appears by the base of the large tree. She's still in human form, although she's dressed in Kat's prowling clothes. Katlin attempts several times to climb the tree. She falls each time. On the fourth try, she's able to reach the broad crook of the tree. She attempts to get comfortable and falls asleep. EXT. FACTORY -- NIGHT

Nearly all of the lights are out within the factory. The parking lot lights remains on, but there are no cars in the lot. Katlin remains nestled in the tree. Her watch strikes midnight. Katlin gasps and her eyes open to reveal the cat eyes. She suddenly topples from the tree and crashes to the ground. Katlin growls while on all fours. She looks up the tree with a look of surprise. KATLIN That was rude-She springs to her feet and slashes her claws across the tree, leaving four deep scratches. She sighs contently with a fanged smile. KATLIN Much better. Katlin approaches the factory and pauses by the side window with the hole in it. She smashes the window pane, opens the window, and crawls through the opening. INT. FACTORY -- CONTINUOUS

Katlin appears in the second story window above the main room of the factory. She jumps from the window, does a single flip through the air, and lands softly on her feet. We hear the crunch of the glass beneath her boots. She casually walks across the factory while smelling the air.

INT.

CORRIDOR -- CONTINUOUS

Katlin walks along the office corridor. She paces along the hallway several times and sniffs the air. She pauses before the office marked Harry Biddle and attempts to open the door. It's locked. She steps back and easily kicks the door open, breaking the lock. INT. BIDDLE'S OFFICE -- CONTINUOUS

We see the rich, tastefully decorated office. Katlin smells the air with her mouth open. A sneer crosses her face. KATLIN So--Biddle was in Joel's car. I'm going to be very busy tonight making Biddle pancakes. Katlin walks out of the office. INT. CORRIDOR -- CONTINUOUS

Katlin walks along the corridor and continues to smell the air. She pauses before the board room. She turns and enters the room. INT. BOARD ROOM -- CONTINUOUS

We see the large desk with ten chairs surrounding it. Katlin paces the room and smells the air. KATLIN Biddle-She hurries toward the back wall lined with bookcases. Katlin feels along the bookcase and smells as she walks. She pulls on a book. The bookcase pops open to reveal a narrow, secret staircase. She looks at the dimly lit, stone staircase. KATLIN This just isn't you day, Biddle. INT. BASEMENT CORRIDOR -- CONTINOUS

Katlin slinks around the corner of the staircase and into the shadows of the long corridor. She looks to the series of doorways and the extension hallways to the left at the far end. She smells the air. Her expression becomes more compassionate. KATLIN (whispers) Joel--

She hurries through the corridor and stops before a door on the right. She opens the unlocked door and enters. INT. ROOM -- CONTINUOUS

The bland room consists of a cot and enclosed bathroom. Katlin looks around with disappointment and smells the air. KATLIN Missed him. But where? Something doesn't smell right. Katlin leaves the room. INT. BASEMENT CORRIDOR -- CONTINUOUS

Katlin walks along the corridor. We hear voices from the hall extension. Katlin casually slips into a nearby room to her left marked "morgue". INT. MORGUE -- CONTINUOUS

Dim lighting. Katlin remains by the partially open door and stares into the hallway. INT. BASEMENT CORRIDOR CONTINUOUS

Katlin's POV. We see two men in uniforms with automatic weapons walk past while laughing. INT. MORGUE -- CONTINUOUS

Katlin looks around the room. It looks like a typical morgue with an entire wall of body freezers. Katlin eyes them and walks across the room to a glass door. She attempts to look into the room, but the windows are frosted with thick, unbreakable glass. The door is marked Autopsy. KATLIN Imagine--a factory with its own morgue and medical examiner. She eyes a heavy duty lock on the door. She inserts a claw and works on it. The door springs open. INT. AUTOPSY -- CONTINUOUS

Katlin slowly enters the well-lit room. We see large, vertical tubes with dead men and woman submerged in a liquid substance. Katlin appears horrified and disgusted. There are at least thirty tubes lining the lengthy hallway. Most of them don't even appear human anymore. Katlin slinks along the corridor. She pauses before one tube. We see the woman has cat eyes open and claws on her fingers. Katlin stares a moment longer. She then continues to the end and darts between two tubes. We see a dead man lying on a metal table over a drain.

A man in a surgical apron and mask pokes around inside the dead man's chest. The man casts his bloody scalpel aside and removes his face mask and cap. We see it's Marlin Scorpio. Scorpio removes his gloves and tosses them into the garbage. He glares at the two guards. They cover the body and wheel it to another area marked incinerator. The door opens and we hear the deafening sound of the body incinerator. Scorpio removes his gown and tosses it into a hamper. Katlin strains to watch. We hear the water running. The door closes. Katlin slinks past the end tube and approaches the back room. The door is marked Medical Examiner. INT. MEDICAL EXAMINER -- CONTINUOUS

We see Scorpio sitting behind his desk. He writes something in a book. We hear the sound of glass breaking followed by a dull thud. Scorpio looks up and slowly stands. He approaches the door. INT. AUTOPSY -- CONTINUOUS

The office door opens and Scorpio looks around. The end glass tube containing a creature is broken and the body lay on the floor. Scorpio slowly walks past the lab and a sheet covered stretcher. He observes the body and liquid on the floor. SCORPEO Great. He turns back to the office. The sheet covered body on the stretcher leaps up with a panther roar and tackles him to the ground. Scorpio cries out as he's thrown to the floor. The sheet falls from Katlin. She holds Scorpios throat between five sharp claws and stares at him only inches from his face. Scorpio stares at Katlin with surprise and horror. KATLIN (evil smile) Hello, Scorpio. SCORPEO Katlin-Katlin tightens her claws to his throat, causing him to gasp. KATLIN Katlin's not home right now. May I take a message? (squeezes his throat) Then again--no one gives a fuck!

Katlin raises her free hand and is about to slash. SCORPEO (gasps) Katlin, wait! Katlin holds her right claws in mid-air. and a growl escapes her throat. KATLIN I can't stand a man who begs. She Her The him attempts to slash. Scorpio cringes and shuts his eyes. hand won't strike. She growls deeply in her throat. claws against his throat retract. She roughly releases and steps off of him. KATLIN You have two minutes to convince me not to kill you. Scorpio scrambles to his feet and backs up against a wall while rubbing his throat. She paces before him. SCORPEO What happened to you? Katlin paces the tiny area before him while growling softly and watching him. KATLIN Why don't you tell me? What's going on around here? What happened to those people in the jars? Where's Joel? SCORPEO After they inject the hosts with the toxin, they send the failures to me to figure out what went wrong. They wanted to keep the first of each new series as a reference on exhibit. I don't know a Joel. KATLIN Again, why shouldn't I kill you? SCORPEO I saved you--don't you remember? She tilts her head

KATLIN No--I don't remember. I only remember nearly killing a child in her bed because I was hungry. Somehow I think you had something to do with that instinct. SCORPEO They told me the family gave permission. I injected you with a toxin I thought was being tested to bring people out of comas. The effects were unbelievable. When I saw what had happened to you, I tried to reason with them. I helped you escape and nearly died for doing so. Now I'm a prisoner, being forced to dissect their failures. KATLIN And you can prove this? SCORPEO I have proof back in the original lab where you were given the injection. I'd kept a secret journal. I haven't left here in a year, so I don't know if they've destroyed it. KATLIN You'll show me where this place is. SCORPEO I'm not sure how you got in, but I can't leave. I'm a prisoner. KATLIN Leave that up to me. Joel's no longer here. His scent's faint. You're going to take me to this lab. He may be there. We don't have much time left. Scorpio removes his lab coat and tosses it aside. Katlin casually walks through the spilled tube liquid toward the door. Scorpio hurries after her. INT. BASEMENT CORRIDOR -- CONTINUOUS

Scorpio follows Katlin along the corridor. A guard passing by sees them. He appears surprised then raises his weapon. Katlin spins around and kicks him in the chin.

The man flies backwards and strikes the wall, sliding down it. Another guard appears after him and raises his gun. Katlin throws herself into a series of flips, lands before him, and strikes him several times before kicking him across the corridor into another guard. Scorpio appears surprised. Katlin continues casually toward the door. EXT. ABANDONED BUILDING -- NIGHT

We see the dilapidated building with boards covering the windows except for a large area of windows in the front. INT. CORRIDOR

Katlin follows Scorpio down the hallway. He enters a dark office to the right. Katlin looks at the familiar, broken, boarded window at the far end of the corridor. We hear gunshots from the past and Scorpios voice shouting. Katlin shuts her eyes a moment. We hear a crash from the nearby office. Katlin opens her eyes and looks to the office. INT. OFFICE -- CONTINUOUS

Katlin enters the office. We see Scorpio remove a board from the back of the bookcase. He removes a journal and turns toward her. SCORPEO Everything's written in here. All the proof I need to put Biddle away for life. KATLIN Biddle--he's responsible for Joel. Katlin suddenly appears concerned and looks around. looks at him with a returned look of distrust. KATLIN I need to return home. better come along. You'd She

SCORPEO There are so many things I need to ask you. The others all went insane after a few weeks. Katlin ignores him and leaves the room. INT. ATTIC

Scorpio follows Katlin along the bedroom within the attic with a look of surprise. Katlin stops before the dresser. Scorpio looks at the torn sheers.

SCORPEO You've been displaying a lot of aggression. Katlin opens a drawer and removes a pair of handcuffs. She tosses them to him. He catches them and looks back at her. SCORPEO What are these for? KATLIN For the princess' protection. Cuff yourself to the bed post. Scorpio uncertainly attaches one cuff to the iron bar and the other to his wrist. He sits on the bed and watches her. SCORPEO Who's the princess? Katlin walks toward him seductively and runs a claw along his cheek. KATLIN You ask too many questions. Katlin moves closer to him and crawls onto the bed over top of him. Scorpio watches her and moves back slightly. There's a look of concern on his face. SCORPEO I wish you'd tell me what you're up too. KATLIN (purrs) She has this thing for you. She wanted me to find you and I did. Katlin continues to crawl over him until he falls against the bed with her over him on all fours. SCORPEO (nervous) Who wanted to find me? KATLIN Katlin, of course. SCORPEO But you are Katlin. Incorrect. KATLIN Enough about her.

SCORPEO Do you intend to bite me?

KATLIN Only if you want me too. SCORPEO No, that's quite all right. Katlin hovers over him and kisses him passionately. Scorpio appears uneasy but returns the kiss. Katlin pulls back, stares at him with a look of disgust, and then moves off of him. SCORPEO Is something wrong? KATLIN That damned Joel--it's his fault. She casts herself into the chair across the room with her legs hanging over the arm. She taps her sharp claws on the chair and remains in thought. KATLIN Wait until I get my paws on him. Scorpio appears confused. Katlin glares at him a moment longer, rests her head on her arm, and shuts her eyes. Morning. Katlin slowly wakes while curled in the chair. Scorpio attempts to remove the handcuff from where he sits on the bed. Katlin looks toward him. She appears surprised. KATLIN Oh, my God--she did it! SCORPEO Did what? KATLIN It's really you. You're really here--and you're alive. SCORPEO Are you telling me you have a split personality? KATLIN It has nothing to do with a split personality. Kat and I are two separate people.

SCORPEO No--this isn't right. You don't change back and fourth nightly. Perhaps as your mood changes, but not like this. KATLIN Did she try to seduce you? SCORPEO You don't remember? No. KATLIN Let me find the keys.

Katlin springs out of the chair and routes through the drawer. KATLIN I'm really sorry, she just follows her instinct. She's rather naughty. SCORPEO I'll get over it. Katlin produces the key and crawls onto the bed. She unlocks the handcuff from his wrist and meets his gaze. KATLIN There's so much I want to ask you. Scorpio rubs his wrist and moves uncomfortably. quickly springs to her feet. SCORPEO It's been one hell of a night, I'll tell you that much. Scorpio climbs off of the bed and runs his fingers through his hair with a weary look. SCORPEO Do you mind if I crash here for awhile? I'm really tired. KATLIN No, of course not. You can sleep in the guest bedroom on the second floor. You'll be here when I get up in a couple of hours, won't you? Katlin

SCORPEO I've done nothing but think about you for an entire year. I'm not going anywhere. Katlin smiles with embarrassment and points across the attic. KATLIN The steps are this way. I'll show you to the guest room. INT. ATTIC -- LATER

Katlin lay peacefully sleeping. She twitches slightly. We hear a soft growl from her throat. She immediately wakes. She looks beside her. Scorpio sits on the edge of the bed. He gently brushes the hair from her face and smiles. SCORPEO Good afternoon. KATLIN (slowly sits up) How long have you been sitting there? SCORPEO About half an hour. It seems strange to actually be looking at you again. The last time I saw you, I wasn't sure if you'd survive the fall. And, of course, they wouldn't tell me if they'd ever caught you. It was my torture for helping you escape. You were shot? happened? KATLIN All that really

SCORPEO All too vividly. Who was I? KATLIN What happened?

SCORPEO I only know what they had told me. You were unresponsive when they brought you to me. I couldn't believe the serum actually worked. You were completely disoriented, but you were awake.

Scorpio stands and walks across the room. SCORPEO They allowed me to work with you for a few weeks. All of the tests came back normal until the last series. Something was present in your blood stream. You were becoming more aggressive toward certain staff. When I discussed my concerns with Biddle, he blew them off. I did a little snooping of my own and discovered they were going to destroy you and do an autopsy to see what went wrong. That's when I discovered I'd been used. KATLIN And they've done this to others? SCORPEO You were the first, but there were many after you. The serum turns people into violent creatures. They've been having difficulties controlling them. I don't understand this split personality thing. According to all of my research, there's no evidence of that happening. KATLIN Don't ask me, I'm just the lab rat. SCORPEO We have to go back to my lab. I need to gather some information they may have left behind. I've been working on an anti-toxin for the past year, without their knowledge. Without their data, I don't know exactly what's been injected into each individual. KATLIN You may be able to cure me?

SCORPEO It depends on what data I can find. The old office was ransacked. They may have taken all my research with them. Somehow, we need to get back into the factory tonight. Once they discover my disappearance, they'll double their security or maybe even destroy the lab and bug out. KATLIN Couldn't we call the police? SCORPEO No. If the police show up now, they'll destroy the factory and everyone inside even the workers upstairs. It'll look very much like an accident. KATLIN You can go back tonight after midnight. Kat will get you in there. What about Joel? Have you seen him? What have they done with him? SCORPEO If what you told me last night was accurate, he's probably already been infected. KATLIN What are we going to do? SCORPEO I hadn't received him for exam, so he's still alive somewhere. If I can find out what they've done to him, I may have an antitoxin in the lab that will help him. KATLIN What can I do to help? SCORPEO We'll need to go back to the old lab today. I'll collect enough equipment to work back here. Do you have access to an on-line computer? Katlin nods.

KATLIN In the library archives. SCORPEO I can tap into the lab computer with that. Can you do some research for me while I gather equipment? KATLIN I'd rather go with you. SCORPEO We don't have much time. I may need to create a duplicate antitoxin. KATLIN I'm afraid I'm not as brave as Kat. It takes all my courage just to get out of bed in the morning and go to work. Scorpio moves closer to her and rubs her shoulders. SCORPEO I pulled myself out of my prison bed every day for the past year because I knew it was up to me to find a way to fix what I'd done. (touches her face) There wasn't a day that went by that I didn't think about you. KATLIN Really? SCORPEO I was willing to die for you that night and almost did. That either makes me crazy or in love. I think you've been thinking about me too. KATLIN You're right. Scorpio leans toward her and kisses her gently on the lips. He pulls away and smiles warmly. Katlin attempts a smile then takes a step away from him.

KATLIN There's something you need to understand. I'm everything emotional. Kat's everything physical. It would be very difficult for me to respond in the way you'd like me too. SCORPEO I'm not looking to ravish you, Katlin. But I will admit you send mixed signals when you handcuff a guy to a bed. KATLIN That wasn't me. Yes it was. other. SCORPEO Don't fight each

KATLIN If Kat comes onto you tonight, I wouldn't object if you want to be with her. SCORPEO I'll remember that, if I'm given a choice. Katlin smiles with embarrassment. KATLIN I'd better get to the library. INT. LIBRARY -- DAY

Katlin sits before her computer and checks old newspapers articles. She prints out several articles. Katlin stops on an article. KATLIN (reads) Factory opens. Brings jobs to suburbs. (pause) Biddle came to town a year ago. Katlin taps her fingers on the desk top while thinking. She types the name Biddle into a search engine. Several articles appear. She clicks on one from a year ago. We see Katlin's photo with the headline "woman dies in auto crash". Katlin gasps.

KATLIN (reads) Daughter of businessman, Harry Biddle, dies in an auto accident after a week in a coma. Katlin hits print and rushes for the printer. She gathers her papers from the printer. Joel appears around the corner. Katlin jumps with surprise then relaxes. KATLIN Joel, where have you been? (smells him) What's that strange smell on you? JOEL What happened here? library closed? Why's the

KATLIN You missed an entire murder story. What happened? I was worried sick about you. JOEL Biddle tried to have me killed after he didn't get the answers he wanted. I escaped from an underground lab, beneath the factory. We need to go back there tonight. Something big is about to happen. Trucks were coming and going all morning. KATLIN Shouldn't we call the police? JOEL After my last interaction with the police and that factory, I'm never going to get them out there again. KATLIN I could call. JOEL No. If the police show up, they might panic. KATLIN We'd better get back to the house. You'll never believe who Kat--

JOEL I can't go back to the house. They're watching me. I have a plan to shake them by tonight. Just meet me outside of the factory around ten o'clock. KATLIN Why ten? JOEL I heard one of them mention something about ten o'clock tonight. KATLIN Okay. I'll meet you there. Joel, Kat found Scorpio. He does exist. Joel gives her a strange look then takes her by the shoulders and holds her firmly while staring into her eyes. JOEL You can't trust him. What? KATLIN Why not? He holds his head a

Joel appears slightly disoriented now. moment and looks down to the floor. JOEL I'm not sure.

He quickly looks back at her with a returned confidence. gently touches her face. Katlin appears bewildered and almost frightened. JOEL You have to trust me, Kat. KATLIN (soft) Kat? Katlin appears even more confused. Joel gently kisses her on the lips then pulls away. Katlin appears to have cat eyes for one blink then they change back. JOEL I have to go.

He

Katlin watches Joel disappear up the stairs. She takes one step toward the stairs, hesitates, and then looks back to the computer with an apparent torn sense of loyalty.

EXT.

LIBRARY -- EVENING

We see the dark library. One barely visible light remains on from within the basement. INT. ARCHIVES

The basement is dimly lit with just one light on near Katlin's desk. The area beyond the desk is dark. Katlin sleeps with her head on the desk near her computer. Someone moves past Katlin's desk. She wakes and jumps with surprise then relaxes. Scorpio smiles and sits on the edge of the desk. SCORPEO I was trying not to wake you. KATLIN You took longer than you said. Katlin stands and stretches. Scorpio takes her chair before the computer and immediately begins to type on the keyboard. SCORPEO The old lab was pretty much trashed. I had to visit the high school and raid their lab for some equipment. Katlin studies Scorpio while he works. emotionally distant. KATLIN Joel was here. SCORPEO Was he okay? KATLIN He didn't seem right. Scorpio returns to the computer and continues to work. SCORPEO What did he say? KATLIN He wants me to meet him tonight before midnight. I found that a bit odd. SCORPEO It could be a trap. KATLIN I won't meet him until after midnight just in case. She appears

Scorpio becomes interested in the computer monitor and quickly sits forward. SCORPEO I'm in the factory's computer. It'll link me to the lab. KATLIN Will it tell you anything about Joel? SCORPEO Oh, they keep excellent records. Enough to convict themselves if they're ever caught. That's why I'm downloading them to this computer. We'll have documentation of everything. KATLIN What about Joel? SCORPEO This should tell us. Actual behavior takes a few hours to a couple of days to begin being displayed. Scorpio becomes still then looks at Katlin with some concern. SCORPEO He's been infected. Katlin immediately becomes uneasy and begins to pace. SCORPEO I have an anti-toxin in the factory lab for his particular infection. They used an older toxin. With that strain, they typically go insane within a couple of weeks. Somehow, we have to get the anti-toxin and inject it into Joel. KATLIN He'll be at the factory tonight. SCORPEO So will twenty armed men with automatic weapons.

KATLIN Kat will find a way inside undetected. Where Joel's concerned, she'll stop at nothing. SCROPEO Developing a link to Kat? Seems odd that you suddenly know what she's thinking. Katlin appears confused then sinks into thought. back at Scorpio and attempts a smile. KATLIN I honestly don't know where that came from. SCROPEO I'll tell you what to look for. KATLIN I'll need to go home and change first. SCORPEO Why? KATLIN Kat wouldn't be caught dead in my clothing. I'll save her the time of returning home to change. SCORPEO You need to resolve these issues. I'll meet you at the factory around midnight. We'll keep our distance from the building. Katlin nods and hurries toward the stairs. Scorpio watches her leave, smiles, and then returns to the computer. Several minutes later. Scorpio clicks the save button then types something into a search. We hear someone on the back stairs. SCORPEO Forget something, Katlin? There's no response. Scorpio looks up. He stands and slowly approaches the stairs. He removes a small, semiautomatic from the back of his pants. The sales tag is still attached to it. Carlson steps into the stairway opening. Scorpio aims the gun at him. His hand trembles slightly. Carlson casually lifts his hands into the air. She looks

CARLSON I'm clean, Scorpio. I just came here to talk. SCORPEO Sure you did. You were sent here to kill me. CARLSON If I wanted to kill you, you'd already be dead. (lowers his hands) Now put that down before you have an accident and hurt yourself. SCORPEO If someone gets hurt, it won't be me and it won't be an accident. Craig jumps from the stairs and punches Scorpio several times. The gun falls from his hands and he falls back against the bookcase. Carlson approaches the computer and looks at it. He shakes his head with a tiny smile. CARLSON Can't have this-Carlson shoves the computer off of the desk. It lands with a thud and a crash. Several sparks fly. Craig holds the gun to Scorpios head. Carlson approaches them. A third man, MILLER, appears with a gas can. MILLER Give the word and this place will be a roman candle. CARLSON I know what you're thinking, Scorpio. We need you and your expertise, but you're wrong. You, my friend, have just lost your usefulness. The toxin is nearly perfect. SCORPEO Nearly perfect? The aggression factor has grown with each new toxin. They become less and less controllable. They're mindless killing machines. You'll never be able to use them for Biddle's plans.

CARLSON Oh, I disagree with you. Craig has been fully infected, and he's completely obedient. He can move in and out of aggression at my command. (holds a transmitter) I give the word, and he becomes the monster. (raises the transmitter) Activate transformation. Craig gasps, releases Scorpio, and begins to almost painfully transform into a scalier version of Katlin. Scorpio kicks the gun from Craig's hand then runs up the stairs. CARLSON (into the transmitter) Kill Scorpio. Craig snarls with a mouth full of fangs. up the stairs. INT. ATTIC -- EVENING He turns and runs

The clock on the wall indicates it's 10:30 at night. Katlin looks at herself in the broken mirror in Kat's clothing. She slowly pulls her hair up into a ponytail and ties it. She looks into her own eyes and hesitates. We see a flash of a burning building. KATLIN (horrified) Scorpio-Katlin runs from the attic. EXT. LIBRARY -- NIGHT

We see the peaceful looking library. Katlin appears by the library wearing a long, black leather coat. She nervously looks at the dark library. She inhales the air through her nose and mouth. She nervously approaches the library doors. INT. LIBRARY -- CONTINUOUS

The front door opens and Katlin nervously looks around the dimly lit, main room. She slowly walks across the library and sniffs. KATLIN (softly) Gas--

The front door slams closed. Katlin spins around with a startled gasp. Carlson looks at her and smiles. We hear a scuffle not far from the main room. CARLSON It was nice of you to come to us. Saves us some trouble. Unfortunately for you, it's not midnight. A downside to your infection. Miller appears alongside the desk to her right side with Scorpios gun. Katlin spins around almost simultaneously with Miller and pulls a shotgun from beneath her leather coat. She aims and fires, killing Miller. Katlin spins to face Carlson with the shotgun aimed at him. KATLIN I can improvise. Carlson appears surprised. We hear a beastly snarl, followed by Scorpios scream. CARLSON Sounds like Scorpios in over his head. Katlin runs from the room in the direction of Scorpios scream. INT. HORROR SECTION

Katlin enters the small, corner room, consisting of windows, bookcases, and a fireplace. Oddly enough, someone has a fire burning. Scorpio attempts to keep the creature away from him with a fire poker. Scorpio bleeds from his lower arm. Katlin aims the shotgun. KATLIN Marlin--duck! Scorpio looks at her and the shotgun. SCORPEO Behind you! Katlin spins just in time to be struck across the face by Carlson's fist. Katlin falls to the floor. The shotgun slides across the floor into the doorway. At the same time, the creature tackles Scorpio to the nearby table, landing on top of him. Scorpio holds back the creature by the neck with the fire poker in both hands. The creature's fangs are only inches away from Scorpios throat. Saliva seeps from the creature's mouth. Carlson pulls Katlin to her feet by her ponytail and holds her back to him by her hair. His eyes widen.

CARLSON Now you can watch while your newly found friend gets his throat torn out. Katlin gasps in horror while her head remains pulled back. She watches helplessly as Scorpio slowly loses the battle of strength with the fanged creature. KATLIN (eyes shut/tears) No, stop him! Please! Katlin winces in pain as Carlson pulls on her hair. CARLSON Not going to watch? We hear a low growl from Katlin's throat. Carlson looks to Katlin's profile near his face. Her eyes and mouth open to reveal cat eyes and fangs. A vicious panther roar comes from her throat. She spins around, ripping her hair from his fist, and slashing at him with her claws. Carlson staggers back several steps and touches the four bleeding scratches across his chest. Katlin leaps onto the table with Scorpio and the creature. She's in a crouched position facing the creature. The creature looks into Katlin's eyes. They hiss at one another. KATLIN Why don't you play with someone your own size-The creature snarls with saliva flowing from his mouth. CARLSON (into the transmitter) Kill her! Kill her! The creature releases Scorpio and leaps for Katlin on the table. Katlin leaps upward and catches onto the ceiling fan above her. The creature stands on the table and leaps for her but falls short. Scorpio flips himself off of the table just before the creature falls back down and breaks it. Carlson moves to the light switch and turns on the fan. Katlin begins to spin in circles while hanging from the fan. She lets out a surprised cry. The creature springs to its feet and watches her spin around with the ceiling fan. Carlson runs for the fireplace and begins pulling burning logs out with the fire shovel. A burning log rolls onto the carpet and catches fire to the gasoline. Scorpio runs for Carlson and tackles him to the ground. They begin to punch one another.

Katlin swings on the weakening fan and throws herself into a backward flip, landing behind the creature. He spins around and swipes his claws at her. Katlin flips into a pinwheel, eluding his sharp claws, and strikes him in the head with her passing foot. The creature's thrown several feet across the swiftly burning room. Carlson and Scorpio roll across the floor, nearly rolling into the flames. We hear a crunch. The transmitter lay in pieces on the floor. The creature shakes his head a moment with some disorientation, snarls, and then jumps through one of the full-length windows. The flames race along the carpet for Carlson and Scorpio. Scorpio leaps off of Carlson and his gasoline coated clothing. Carlson swiftly catches on fire. He screams and frantically rolls around the carpet while engulfed in flames. KATLIN (cringes) There's a nasty smell. The room fills with smoke as everything burns. Scorpio and Katlin look to the doorway. The main room is already burning rapidly. Scorpio begins to cough. SCORPEO We need to get out of here Katlin points to the recently broken window. KATLIN Isn't that a way out? Scorpio hesitates then hurries her to the broken window. Both jump through the already shattered window. Carlson now lay motionless on the floor and burns swiftly. EXT. LIBRARY -- CONTINUOUS

Katlin and Scorpio run to the grass portion and look back at the burning library. The entire building is engulfed in flames. We can hear the fire trucks in the distance. SCORPEO We need to get away from here. We don't have time to answer questions. KATLIN Where do we go? SCORPEO We have to get to the factory. If they find out we're still alive, they'll destroy the entire factory.

They hurry away from the inferno. EXT. FACTORY -- NIGHT

We see the quiet, dimly lit factory. There are only a few lights on within the building. There appears to be no movement. There's no sign of Joel. Scorpio and Katlin observe the factory from the safety of the distant tree. SCORPEO No sign of Joel. It's after eleven o'clock. KATLIN They probably have him inside. His scent has changed. It'll be hard for me to locate him. SCORPEO What happened anyway? How were you able to change before midnight? KATLIN I don't know. Something went off inside of me. I feel-different. SCORPEO Different how? KATLIN Like I'm in control for the first time. SCORPEO Are you sure you feel enough like Kat to get in the factory? KATLIN (fanged smile) I think I'll manage. you intend to do?

What do

SCORPEO Whatever they'd planned, they must have called off. Perhaps they suspect we died in the fire. They have no reason to believe we could have escaped. You're not supposed to change for another hour.

KATLIN So we have the element of surprise. Time to trash this place. SCORPEO (stops her) If Joel's been converted, I'll need that anti-toxin from my lab. If it's destroyed, I can't help Joel. Everything we need burned in the library. KATLIN You can find the information you need from their computer. They won't be expecting us. Let's blow this poop factory. The factory suddenly explodes, throwing both of them to the ground. Burning debris falls not far from where they lay on the grass. Katlin and Scorpio slowly move to their knees and stare at the burning building. SCORPEO They're serious. KATLIN Joel-EXT. PLAYGROUND -- NIGHT

We see the dark, peaceful playground. There's a slide, jungle gym, sandbox, teeter totters, and a swing set. Katlin paces the area before the swing set. Scorpio sits on the wooden seat swing and watches her. SCORPEO You said you didn't think he was in there. KATLIN (paces) What would they have done with him? SCORPEO That guy trying to kill me was able to transform at will. Carlson had him completely under control with a device. They must have developed some sort of implant. KATLIN So if we find Joel, the antitoxin can still cure him?

SCORPEO There is no anti-toxin. It's gone. All my work and researchKATLIN We should go back to the house. If Joel's able, he'll return there. SCORPEO If its discovered we're not dead, they'll look for us there. KATLIN What do you suggest we do? SCORPEO I've set up a place in the basement of the abandoned lab. No one's been there in a year. I suspect they won't return there either. KATLIN Won't they look there next? SCORPEO It's pretty much like returning to the scene of a crime. They'd prefer to avoid that place at all costs. INT. ABANDONED BUILDING/BASEMENT LAB

We see the crudely arranged lab with pipes, beakers, and chemicals. There are cobwebs and dust covering a majority of the once sterile looking room. Scorpio enters the room carrying blankets and pillows. Katlin slowly follows him into the room. She looks around with some uneasiness. KATLIN So, this is where I was made into a monster. Scorpio drops the blankets and pillows onto an old mattress on the floor. He turns to face her. SCORPEO You're not a monster. KATLIN I can eat a four pound raw steak in under four minutes. What would you call me?

SCORPEO A hungry carnivore. Scorpio turns and adjusts the blankets on the mattress along with the pillows. SCORPEO You know I'll find a cure for you. It'll just take time. Trust me. He straightens and turns. Katlin stares at him with a strange look. She suddenly appears uneasy then stiffens with a harsh look. KATLIN What if I don't want to be cured? SCORPEO Living this way could be dangerous. If you're discovered, you'll become that lab rat. KATLIN I need to get away from here. SCORPEO It's not safe, Katlin. KATLIN I don't care. I need to find Joel. I'll meet you back here in the morning. EXT. JOEL'S HOUSE -- EVENING

We see Joel's house. One light remains on within the house. The exterior lights remain off. Erin and Gwyn stand on the porch before the front door. Gwyn knocks several times. There's no response. ERIN I don't understand why we're here. I don't want to talk to Katlin. We're not. GWYN No one's home.

ERIN Then what are we doing here?

GWYN Getting even. She's going to pay for scratching me, and I know she had something to do with Mick's death and the library fire. ERIN Be serious. Do you honestly think Katlin is a killer? GWYN I don't trust the bitch. Gwyn works on the door. with a satisfied grin. It springs open. Gwyn straightens

GWYN That wasn't so difficult. Gwyn enters the dimly lit house. her. INT. HALLWAY -- CONTINUOUS Gwyn walks along the hallway with Erin Erin frowns and follows

Dim lighting. following.

ERIN So what do you intend to do? Flood the toilets or short change the sheets? GWYN I thought I'd come up with something a little more original. A cherry bomb in the septic system and dismantling the fuse box should do it. I could tear out the phone lines while I'm at it. I only wish I could be here to see the look on her face. ERIN You could do a lot of damage, Gwyn. We're talking police involvement here. She lives with that newspaper reporter. We'll be crucified. GWYN Don't be such a baby. They approach the basement steps.

INT.

BASEMENT

We see Gwyn and Erin walk along the dark, slightly cluttered basement with use of a flashlight. They approach the fuse box toward the back of the basement. Erin appears uneasy. ERIN This is crossing the line into vandalism, you know? GWYN What's with you? Thanks to her, you're out of a job. Erin frowns and remains silent. Gwyn opens the fuse box and studies it with the flashlight. The door to the basement closes. Both spin around. Katlin stands near the door in the dim lighting with her arms folded across her chest. KATLIN Looking for something? ERIN Katlin, when we got here, the lights were out. We were worried about you. KATLIN (slowly approaches) You should have tried the light switch. That's generally how we control the lights around here. GWYN I know you were at the library last night when Mick was killed. I also know you were there just before it burned. What were you doing there? Gwyn attempts to grab Katlin. Katlin blocks her advance, roughly grabs Gwyn by her shirt, and pulls her partially off of her feet. A low growl can be heard in Katlin's throat. KATLIN Don't come into my house uninvited and accuse me of things. I'm really in no mood for your games. I'm not taking anymore shit from you. Gwyn attempts to bully Katlin and shove her away. Katlin slams Gwyn against the wall. Katlin is only an inch away from her. She stares into her eyes and growls softly.

KATLIN Not so tough now. GWYN Get your fucking hands off-KATLIN (claw to Gwyn's face) You are in no position to demand anything. Get out of my house before you really piss me off. Katlin releases Gwyn. She falls to the floor from the sudden release. Gwyn quickly scrambles to her feet. Erin hurries to her and pulls her from the basement and up the stairs. KATLIN That felt good. EXT. LIBRARY -- NIGHT

We see the roped, burned remains of the library. The fire trucks are already gone. Some of the stone structure remains standing within the stone and iron gate property. It appears creepy in the dim lighting. Erin and Gwyn hurry along the dimly lit street. GWYN That fucking bitch! her! I'll kill

ERIN Oh, stop it. It's over. She won. Now you're just being stupid. GWYN I'm not being stupid. I'm not going to let that pathetic, little loser push me around. ERIN You're obsessed with her! What is it that gets you so angry? All you've done is torture her. Sure, I hated her for getting my promotion, but it's over. She's not going to let you push her around anymore. She made that painfully clear. If you continue with this feud, someone's going to get hurt.

GWYN No body--no body pushes me up to a wall and threatens me, you understand? ERIN So why didn't you do something about it when you were face to face? Afraid she'd kick your ass? Gwyn suddenly strikes Erin in the mouth. Erin falls backwards onto her backside and holds her mouth. She quickly stands. ERIN (angry) Have a nice life, you psycho bitch. Erin turns and walks away. GWYN And where the fuck do you think you're going? We're roommates, stupid! ERIN (calls back) Not anymore! GWYN You'll be back! You're nothing without me! ERIN (O.S.) Fuck you-Gwyn spins and marches in the opposite direction. Gwyn walks past the stone wall. We hear movement from the library grounds. Gwyn looks toward the burned remains of the library. She continues along the stone wall. Someone jumps over the tall wall and lands softly behind her. Gwyn pauses a moment then looks behind her. Other side of the library. Erin walks to the far end of the library grounds. She appears angry while gently touching her cut and bleeding mouth. We hear Gwyn scream from around the corner. Erin turns and looks back in the direction of the library past the tall stone wall. Erin hurries around the corner in the direction of Gwyn's scream. Gwyn? ERIN Are you okay?

There's no response. Erin appears concerned and frightened. She looks around the area.

ERIN Stop joking, Gwyn. falling for it.

I'm not

We hear a soft gasp from within the library's surrounding wall. Erin nervously looks toward the burned library then slowly passes through the open gate. She disappears behind the wall. We hear her cry out. She runs back for the gate. Erin is suddenly pulled back behind the brick wall then thrown harshly into the gate, striking it with traumatic force. Her forehead immediately bleeds. She sinks down the iron gate. Moments later. Larry walks along the sidewalk near the library talking on his cell phone. LARRY Joel, this is the ninth message. It's important that you talk to me. They're upset that you haven't been to work without even a call. Tell me what's going on. I hope this is some sort of undercover job. Call me. Larry disconnects the call and stops before the library with a look of horror on his face. Erin is hung from the iron gate by her ankles with the police line. Her throat is torn out. Blood covers her entire face and collects in a pool at the bottom of the gate. LARRY Holy shit! INT. JOELS HOUSE/ATTIC Darkness. Katlin enters the attic and suddenly stops. She smells the air through her open mouth then spins around with a strange look on her face. The attic light comes on. We see Joel standing near the doorway. He shuts the door and leans against it. Hello, Kat. JOEL No Scorpio?

Katlin studies him a moment then attempts a tiny smile. KATLIN Joel, where have you been? JOEL Where's Scorpio?

Joel slowly approaches her. Katlin studies him a moment longer then casually walks across the attic to the bedroom portion. She seductively moves onto the bed and watches him as he approaches. KATLIN Why the sudden interest in Scorpio? Are you jealous? Joel sneers with sharp fangs exposed in his mouth. Katlin appears slightly surprised but hides it behind a tiny, seductive smile. KATLIN Hmm. Like the new look, Joel. Turns me on. Joel hesitates then once more appears angered and continues toward her. He growls softly. JOEL He has certain information that must not get out. Tell me where he is. I don't want to hurt you. Katlin slides off of the bed and approaches him with a smile. She stands only a couple of feet away from him. KATLIN Why would you want to do that? JOEL Because those are my orders. KATLIN (playful) Your orders? From Biddle? Does he want me and Scorpio dead? Katlin walks seductively past him and runs a claw along his chest, snagging his clothes. He watches her with an unpredictable look. Katlin continues to seductively circle him. Joel's eyes follow her a moment. He suddenly flinches slightly as if in pain. He clutches at a fresh mark on his neck, growls lowly, and then lunges at her with returned hostility. Katlin springs across the bed, narrowly missing his claws as they slash. She springs to her feet on the opposite side of the bed. Joel straightens and casually walks along the foot end of the bed toward her. We hear the growl within his throat. Katlin remains still. KATLIN Don't do this, Joel. want to hurt you. I don't

Joel continues toward her. Katlin grabs the bedpost, swings on it, and kicks Joel in the chest. He's thrown back across the room without falling. Katlin approaches him. He swings at her with his claws. She blocks his blows. They begin a series of blocks and punches that neither seems to win. She spins in a roundhouse kick and strikes him high in the chest. Joel is thrown back against the wall. He's slightly dazed but recovers quickly. KATLIN Joel, stop this! You can't win! Joel lunges for her and tackles her across the bed. They tumble across the bed and fall to the opposite side. Katlin springs to her feet. Joel returns to his feet just as quickly. She attempts to sweep his legs out from beneath him with a low kick. Joel blocks her leg and flips her over his shoulder and roughly to the floor. Katlin appears more surprised then dazed. Joel attempts to swing his claws down at her. Katlin kicks him in the face, throwing him back onto the bed. Katlin swiftly springs to her feet with a low growl. Joel jumps to his feet and slashes at her, scratching her side. Katlin jumps back with a look of surprise and touches the bleeding surface scratches. She looks at the blood on her fingers then to Joel. She growls low in her throat. She kicks high striking Joel in the face. Joel flies back into the nightstand. The lamp and Joel crash to the floor. Joel once more picks himself up with a loud snarl. He's bleeding from the corner of his mouth. Katlin stares at the blood on him. Joel seems slightly dazed and unsteady. He wipes the blood from his mouth and approaches her. Katlin slowly backs up with a sad look upon her face. Please, Joel. this. KATLIN Don't make me do

Joel slowly approaches her with exposed fangs and a growl deep in his throat. Joel lunges for her. Katlin jumps out of his path and onto the bed in a standing position. She kicks him in the chest, throwing him backwards several steps. Katlin jumps gracefully from the bed and watches as Joel straightens and limps more severely toward her. Katlin backs up several steps. A tear rolls down her cheek. She slowly lowers herself to the floor and crouches down seductively while watching him. She begins to purr and crawl along the floor. Joel hesitates and watches her a moment. He growls lowly then leaps to the floor near her. He's on his knees with his claws exposed just above her, about to strike. Katlin watches him and continues to purr. Joel hesitates and the growling once more ceases. Katlin slowly moves her clawed hands up his chest and continues to purr while making eye contact. Katlin begins to kiss his neck and paws at his chest. Her purring becomes louder. She once more makes eye contact.

Joel stares into her eyes a moment. He suddenly pulls her into his arms and kisses her passionately. Joel growls slightly and takes her roughly to the floor. Time lapse. We see the entire attic in a shamble. Katlin lie peacefully beneath the shredded covers on the bed. We see scratches on her neck, shoulders, and back. The mattress and pillows are completely shredded. Her clothes lie on a shredded heap on the floor. Katlin slowly wakes with some stiffness. She looks around then tenderly touches her shoulder. We see faint scratches on her arms as well. Joel's no where to be found. KATLIN (soft) Can't have that sort of night too often. EXT. FUNERAL PARLOR -- NIGHT

We see the dimly lit, abandoned funeral parlor at the edge of town. We see a truck parked in the rear of the building. Katlin sits on the building roof and watches two men carry boxes inside from the back of the truck. Katlin smells the air and smiles deviously. KATLIN Smell that fresh, country air with traces of Biddle. Won't hurt to take a peek. Katlin leaps from the lower edge of the roof onto the roof of the truck. She easily flips herself over the edge of the truck and lands inside the back. INT. TRUCK -- CONTINUOUS Katlin walks along the remaining boxes and crates. A large, four foot long, black duffel bag sits near the top. Katlin pulls it down with little effort despite its size. The name on it reads, Dr. Marlin Scorpio. Katlin smiles with tiny fangs. INT. ABANDONED BUILDING/BASEMENT LAB

Scorpio sits before the crude lab on the counter and groans with frustration. He drinks some coffee then makes a face at it. He sets the cup down, dumps the liquid from the glass beakers, and starts over. A shadow falls over Scorpio. He quickly looks behind him then springs into a standing position. Joel, in fresh clothes, stands only a foot in front of him. JOEL Hello, Scorpio.

SCORPEO Joel-(backs away) Something I can do for you? JOEL Die? SCORPEO Not by choice. Joel lunges for Scorpio with his claws. Scorpio dives out of his path. Joel strikes the counter. Several glass jars fall from the counter. Joel glares at Scorpio with evil eyes. JOEL I know what you're up too, and I intend to stop you. SCORPEO I know Biddle has some sort of control over you, Joel, but I can help you. JOEL I don't want your help. I don't trust you. You're playing both sides, Scorpio. It was you who injected me with that toxin. Care to tell that to Kat? No, of course you wouldn't. Might ruin your chances to keep her. She wouldn't like you very much if she knew you double crossed Biddle for your own gain. SCORPEO You're out of your mind on toxin. Let me help you, Joel. Joel slams a small, bloody chip on the table. We see the scratch on Joel's neck. It appears as if he'd dug out the chip from his own neck. JOEL You've done enough already. Scorpio stares at the chip with surprise and horror. Joel leaps swiftly over the desk for him. Scorpio dives out of his path and runs from the office, slamming the door behind him. INT. BASEMENT CORRIDOR -- CONTINUOUS

Scorpio runs down the hallway. We see the glass and wood door shatter as Joel leaps through it and into the hallway.

Joel runs for Scorpio like a freight train despite his limp. Scorpio enters the stairway. INT. STAIRWAY -- CONTINUOUS

Scorpio slams the door behind him and locks the door with a bolt into the floor and into the ceiling. The door vibrates and dents. Scorpio is thrown back from the vibration. He backs away from the door then runs up the stairs. We hear a tremendous pounding on the lower door. INT. LOBBY

The empty, abandoned lobby is fairly dark. We can see the darkness outside through the large, glass windows. Scorpio runs across the lobby toward the front door. Biddle and an armed man step in front of the door from the inside. Scorpio slides to a stop. He looks to the glass windows. SCORPEO These unannounced visits are really starting to annoy me. BIDDLE I'll bet your old job looks awfully good right about now. SCORPEO Seemed more like a prison to me. BIDDLE With Katlin gone, you're all that stands in my way. I know you've developed an anti-toxin. Unfortunately, that and the rest of your notes and experiments are being cremated as we speak. Couldn't trust anything being found in the factory rubble, and we certainly couldn't chance you developing another anti-toxin from memory. SCORPEO What have you done with Katlin? BIDDLE She was a bad experiment. Even my own daughter couldn't be allowed to keep that sort of bad blood. She had to be destroyed for her own good. SCORPEO You bastard!

Biddle's man keeps the gun aimed at him. Scorpio remains enraged but doesn't challenge the weapon. BIDDLE I know how you felt about her, but I had to show mercy for my daughter. I also know that you intended to double cross me. Thought you could sell antitoxin to the highest bidder. SCORPEO You must think I'm stupid. I took precautions against this. The police will receive proof that you butchered that boy who worked for you--and who knows how many others just to keep your secret. I've already made arrangements in event of my death or disappearance. BIDDLE As smart as you are, Scorpio, you're not quite that creative. I'll take my chances and call you on it. The armed man takes a step toward Scorpio. We see something move before the windows. Two blinding lights appear. The truck from the funeral home plows through the large windows. The armed man leaps out of its path. Biddle jumps and shields himself. Glass and concrete fly everywhere. The man with the gun springs to his feet and runs for the empty driver's seat of the truck. He climbs the step and aims his weapon inside. He's suddenly kicked in the face. He falls to the ground with a thud. Katlin leaps through the window feet first and lands on the debris covered floor. KATLIN Am I too late for the party? (to Biddle) You'll never believe what I found in the back of this truck. Well, after your men reloaded the rest of the boxes, that is. All sorts of wonderful experiments and documents. Biddle glares at her with a look of anger. remote control. KATLIN Did I mention explosives? I took the liberty of connecting this detonator to the explosives in the back of the truck. She raises a

BIDDLE Do you intend to blow up all of us with that truck? KATLIN Perhaps. I'm a real bitch when I don't get my way. BIDDLE What do you want? KATLIN To see you displayed in a jar of formaldehyde--Daddy, but I'll settle for Joel and Scorpio released. BIDDLE Scorpio is the enemy, Katlin. Who do you think infected everyone? He's responsible for Joel's infection as well. Even tagged him with his transmitter. Do you really know who you can trust? KATLIN I'll deal with him my way not yours. Hand them over. BIDDLE You'd never allow me to keep my research. I feared Joel may not have had the heart to destroy you, despite the implant device. Feelings and emotions play heavily into controlling subjects. So I came up with a little back up plan-Gwyn appears from across the lobby. Her fangs and claws are exposed. The evil can be seen in her eyes. BIDDLE Kill her. Gwyn snarls and runs for Katlin. Katlin jumps into the air, flips over Gwyn and lands on the other side facing Gwyn's back. Gwyn spins around. Katlin kicks Gwyn high in the chest, knocking her back several feet. The man on the floor slowly pulls himself to his feet and looks for the discarded gun. Scorpio dives for the discarded automatic weapon. He slides across the floor and flips himself into a sitting position with the gun aimed.

Biddle's man tackles Scorpio back to the floor. The gun fires several rounds as they fall. They roll along the floor and struggle for control of the weapon. Biddle cries out in anger. He suddenly changes into a hideous creature and storms for Scorpio and the man. Katlin leaps out of the way of Gwyn's striking claws and kicks her in the head. She looks to Scorpio. We see Biddle approaching in creature form. Scorpio! KATLIN Look out!

We see Joel enter the lobby. Katlin attempts to leap across the room. Gwyn throws a chair at her, knocking her to the floor. Scorpio strikes the man in the jaw with his elbow. The man falls. Biddle stands directly before Scorpio and swipes his claws, knocking the weapon from his hands. The severely damaged weapon flies across the room. Scorpio attempts to move out of Biddle's path. Biddle grabs him by the throat and begins to squeeze. Scorpio gasps and fights the clawed hand. The claws begin to pierce his skin. Biddle suddenly cries out in pain, releases Scorpio, and spins around as Scorpio falls to the floor. Joel pulls his claws free from Biddle's side. BIDDLE You! Biddle snarls and throws Joel into the wall, cracking it. Joel appears dazed but immediately returns for Biddle. Biddle leaps for him. Joel punches Biddle several times, knocking him to the floor. Gwyn pulls Katlin up by her throat and throws her across the room. Katlin strikes the glass windows and crashes through them. Scorpio scrambles to his feet and stares at the broken window. We see the remote detonator lying on the floor not far from the truck. SCORPEO Katlin-Gwyn approaches the window with a satisfied, fanged grin. We hear a panther roar as Katlin leaps high through the air and the window, pouncing upon Gwyn. Gwyn lands roughly on her back but manages to throw Katlin off of her. Gwyn jumps to her feet with less agility than Katlin. Katlin springs back on top of Gwyn and clings to her with her claws while biting her throat. Gwyn tears her claws into Katlin and attempts to pull her off. The horrific sound of two cats fighting echoes across the room. Biddle's man watches the two women ripping at each other. He appears concerned and runs for the damaged, discarded gun. Biddle slashes Joel across the chest, causing Joel to stagger backwards while clutching his bleeding chest. Joel backs away weakly as Biddle approaches.

BIDDLE You wanted a story, didn't you? Here's your story, Joel. You're the story--in the obituaries, along with all the others I've killed in this town. No witnesses and no former volunteers can be free to roam about. Now there can be only one. That's me. Free to kill at will. Biddle lunges for Joel. Joel throws himself into a roundhouse kick, striking Biddle in the face. Biddle is thrown backwards several steps. Joel lands on his bad leg and stumbles to the floor. Scorpio looks to the truck. We see his black duffel bag. He hurries into the truck. Gwyn continues to struggle against Katlin's teeth embedded in her neck. Katlin growls lowly as blood from Gwyn's throat runs down her chin. Gwyn cries out and stumbles backwards. Katlin releases Gwyn's throat and leaps backwards. Gwyn falls to the floor with blood covering her neck and shirt. She gasps, twitches, and becomes motionless. INT. TRUCK -- CONTINUOUS

Scorpio kneels on the truck seat and rummages through his bag. He removes a syringe and draws anti-toxin into it from a small bottle of milky liquid. He quickly recaps the needle. INT. LOBBY -- CONTINUOUS

Scorpio leaps from the truck. Katlin stands over Gwyn's motionless body and pants. She wipes the blood from her mouth onto her forearm. SCORPEO (to Katlin) Get Joel! We're blowing this place! We see the detonator in Scorpios hand. Biddle stops in route to Joel and spins toward them with anger. Joel pulls himself up from the floor with a growl in his throat. BIDDLE Not if I can stop you! Biddle runs for Scorpio and the remote control. Scorpio tosses the remote to the floor before him. Biddle slides to a stop. We see a digital clock counter counting seconds backwards from two minutes. SCORPEO Guess again.

BIDDLE (fangs exposed) I'll kill you for that! Katlin roars like a panther and runs for Biddle. Biddle's man recovers the gun and aims it at Katlin. Scorpio cries out and leaps in front of her. The gun fires and Scorpio goes down. Katlin leaps through the air and kicks Biddle with both feet, sending him flying across the room. Joel charges for Biddle's man and kicks him several times in the chest and face. Biddle's man drops the gun and falls to the floor. Joel spins toward Biddle, where he lay, and quickly approaches him with a low snarl. Biddle slowly attempts to pull himself to his feet, but he appears dazed. Katlin leans down to Scorpio. He clutches his bleeding abdomen and gasps painfully. She helps him to his feet. Katlin pulls Scorpio in a fireman's carry toward the door without exerting herself. Katlin looks across the room to Joel. KATLIN Joel--we have to go! Joel stops half way to Biddle and looks back to Katlin. He glares at Biddle, snarls lowly, and then hurries for Katlin at a fast limp. Biddle springs to his feet, runs for Joel, and tackles him to the floor. The timer continues to count down rapidly. Joel and Biddle roll across the floor while clawing at one another then jump to their feet. Katlin looks back as Joel and Biddle slash and bite one another. Katlin stops in the broken window and stares with a horrified look. Biddle shoves Joel roughly into the side of the truck, leaving a large dent. Joel appears dazed. KATLIN (concern) Joel! Biddle coils back with his claws. Joel suddenly backslashes Biddle across the neck with his claws. Biddle gasps and clutches his bleeding throat. Joel watches as Biddle sinks to his knees then falls to the floor. Blood quickly surrounds Biddle's head. Joel breathes heavily while staring at the dead man. Katlin appears relieved. Her concern quickly returns. Joel--now! KATLIN There's no time!

Joel looks to Katlin, who holds Scorpios nearly lifeless body. He runs at a fast limp for her and the broken window.

EXT.

ABANDONED BUILDING -- NIGHT

Joel and Katlin run from the building, pulling Scorpio with them. There's a tremendous explosion. The building explodes outward with extreme force. All three fly to the ground. Glass, bricks, and debris cover them and the entire area. Joel and Katlin slowly lift their heads and look to the collapsed, burning building. For a moment, there's silence. We hear police cars and fire trucks in the distance. Joel slowly stands and stares at what remains of the burning building. Katlin looks down at Scorpio. He weakly hands her the injection. SCORPEO This will help Joel. I'm sorry, Katlin. Forgive me. Scorpios eyes shut and he becomes motionless. Joel stands over Katlin. She lowers her head. Joel slowly moves to his knees alongside her and pulls her into his arms. Katlin shuts her eyes, inhales deeply, and injects Joel in the neck with the needle. Joel snarls, stiffens, and then falls limp. Katlin keeps him from falling and heaves him over her shoulder. INT. JOEL'S BEDROOM -- EARLY MORNING

Joel lay asleep in his bed. Katlin sits on the edge of the bed in clean clothes and peaks beneath the bandages over Joel's chest. Joel slowly wakes and looks at her. He winces in pain then slowly pulls himself into a sitting position. JOEL What the hell happened? I feel like I've been hit by a truck. KATLIN Close. When you're feeling better, I'll give you first hand account of the whole sordid story for the front page. JOEL I'm going back to being a cat burglar. This reporting is just too dangerous. KATLIN I guess you're feeling better. How much do you remember? JOEL Just bits and pieces. Last thing I remember I was standing outside of the factory.

KATLIN Scorpio gave me a little antitoxin to change you back. JOEL Scorpio? One hell of a cocktail. Did it work? KATLIN You'll be back to your old, sarcastic self in no time. JOEL What about you? Was he able to cure you? KATLIN He didn't have enough time to find out what strain I'd been given. JOEL What happened to him? KATLIN He didn't make it. JOEL I'm sorry, Katlin. I know how you felt about him. KATLIN I barely knew him. Although he had genuine feelings for me, we were never on the same side. Scorpio may have had evil plans of his own initially, but at least he had a change of heart in the end. JOEL Still, it's tough to lose the love of your life. KATLIN I didn't lose the love of my life, Joel. You're still here with me. JOEL I'm a washed up has been. my past history-Given

KATLIN That has nothing to do with how I feel about you.

Joel stares at her a long moment with a look of confusion. JOEL Are you Katlin or Kat? I'm starting to get confused. KATLIN We're one in the same. We realized we couldn't live without one another--and neither of us wanted to live without you. Kat realized she loved you too much to seduce Scorpio, and Katlin discovered fantasy is not reality. That scene in the attic really brought Kat and Katlin together about their feelings for you. Joel hesitates then looks at the scratches on both their arms. He looks at her with a strange realization. JOEL Oh, Katlin--what have I done? KATLIN You just did what came naturally. Instinct, I suppose. Joel looks away from her and sinks into thought. A tiny smile crosses his face. He hides his smile and looks down to the covers. JOEL Pretty wild, huh? He looks back at her. her face. They both smile. Joel gently touches

JOEL It wasn't instinct. Just plain desire. I was never able to admit it, but-(soft groan) I wanted to ravish Kat. I knew I couldn't destroy Katlin's trust. I cared too much about her. I couldn't tell her how much I loved Kat. Katlin slowly moves closer to Joel. KATLIN You don't have to worry about offending her anymore.

JOEL And you don't feel settling? I'm not used to be. I'm a cat burglar with a knee.

like you're the man I failed, exshattered

KATLIN I didn't know the man you used to be. I'm in love with the man you are right now. Besides, my flaws outweigh yours. JOEL Your flaws are--quite sexy, to say the least. A slight growl escapes Katlin's throat as she smiles with exposed fangs. She runs her clawed hand down his chest and below the covers. Joel jumps and hides his smile. JOEL Retract those claws--and no biting. Katlin purrs contently. Her hand returns from beneath the covers. She licks his face. Joel laughs softly. He gathers her in his arms and kisses her passionately. Katlin growls playfully and throws him to the bed. FADE OUT