ATLAS

by

Ben Magid

2/19/09
FADE IN:

EXT. METROPOLITAN CITY - NIGHT

Straight out of a fairy tale. Tangled streets in a pale haze

of fog, dark spires, crooked roofs, dusky smokestacks.
Towering castles nestled between shopping centers, ancient
cathedrals hidden between competing banks.

WILLA (V.O.)
There are many stories about Atlas
Goodfellow.

The contrasts between the bright and cheerful and the dark
and mysterious. Yet somethings off about what were seeing:

The image is reversed as if looking at it through a MIRROR.

WILLA (V.O.)
He was born to a human mother and a
faerie father, but that love was
forbidden, for behind the looking
glass lies another world, a world
where fairy tales are real and
magical creatures live.

The image RIPPLES, dissolving into: Steam rises from manhole

covers, drifting across the litter-lined, rain swept streets.

WILLA (V.O.)
Between their world and ours, a
truce was made: we do not enter
their world, and they do not enter
ours. That truce is coming to an
end...

We push in on the reflection. It becomes a glimmering

PUDDLE. Shaking, rippling. And...

WILLA (V.O.)
There are many stories about Atlas
Goodfellow. This is mine.

SPLASH! A bare foot shatters the glassy surface as we tilt

up, catch a girl running away.

WILLA CRABAPPLE

16, wearing a school uniform of a white button down shirt,

navy sweater and plaid skirt. A backpack slung over her
shoulders.

Shes running. Shes terrified. And shes covered in blood.

 2.

A DARK SHAPE bursts out of a pocket of steam, gains on her,

its proportions askew. We see brief glimpses as it passes
swiftly underneath street lamps, but it is always just on the
edge of light, purposely avoiding them.

Whatever it is, its not human.

ALLEY

Willa cuts down the narrow alley, bare feet slapping against
the cobbled stone. She ducks behind a dumpster. Slinks to
the ground. Tries to control her breathing, sobbing as it
begins to hit her -- she is going to die.

FOOTSTEPS nearby. CLICKETY CLACK. CLICKETY CLACK. Like

nails tapping the cement. Or claws.

Willa covers her mouth to quiet her terrified breathing.

An unsettling WHISPER. Something talking to itself.

She peers beneath the six inches of space under the dumpster.

WILLA POV

Skewed, sight limited by the space and angle. Then she sees
it... Something moves past on the other side of the dumpster.

Large feet attached to thin, spindly legs. Green in color.

Black nails jut out of twisted toes, tapping on the ground as
it moves. Patches of dark hair. Bristles. It pauses for an
interminable moment--

WILLA

holds her breath, shuts her eyes. She cant stand it.
Finally, it passes by, the clacking recedes, and everything
goes quiet once again.

Ever so slowly crawls out from her hiding place. She looks
both ways down the alley. Sees nothing. She slowly stands,
turns and goes dead still--

Standing on top of the dumpster, is the INHUMAN CREATURE.

Its back is towards her, head raised slightly, SNIFFING the

air. It doesnt see her. It cant be more than five feet
tall. Joints all form points, matching its ears and nose.

Willa is frozen in place. Too terrified to move, to make a

sound.
 3.

She steels herself, takes a step, then another. Eyes

straight ahead. The creature hasnt noticed her. Willa
takes another step and stops. Turns.

The creature, no longer on top of the dumpster...

...now standing directly behind her. Its rancid breath on

the back of her neck.

She spins, swinging out her bag, clocking it across the face
and runs, getting out the alley.

The creature is turned away from the blow. It pivots to

Willas direction and we see it...

A WICKED LOOKING GOBLIN, known as a BOGLE.

Mouth lined with razor sharp fangs, taking up the majority of

its face. And then its off, moving fast after its prey.

EXT. STREET - SAME

Willa runs for her life. Arms flailing. Cheeks tear

stained. A car approaching, Willa hit by the headlights.

WILLA
Help me!!! Please!!!

But the car just flies past her. She passes a large Gothic
building, turns a sharp corner.

We stay on the building, moving up it to its gargoyle lined

ROOFTOP

One of the gargoyles looks out of place, until we realize

that it isnt a gargoyle at all...

A shrouded FIGURE is perched atop the ledge 40 stories up,

unnoticed until now. His dark coat flaps behind him in the
wind. And then he does the oddest thing... He jumps.

EXT. STREET - SAME

Willa runs, looking behind when her foot catches and she
falls hard, head smacking the pavement. Concussion forming.
It knocks the fight right out of her.

The Bogle comes up on her, snorting, expelling steam from its

pointed nose. Willa backs away. It has her now - mouth
curving into a vicious smile, about to pounce when...
 4.

The Figure silently lands behind the Bogle into a crouch,

slowly rising, seen in an out of focus blur.

He unleashes an ODD LOOKING GUN with tubing, valves, two

stage switching circuits, thermal resonance chambers, inverse
ether flux holding cells, and a Grimble radiator. Its glass
Philosian canister sprouts on top of it, carrying strange-
looking bullets.

Trigger pulled. The gun FIRES. We follow the

BULLET

as it screams through the air, leaving a heat vapor trail...

but it isnt a bullet at all--

It uncoils, taking shape, revealing its a:

TINY LIVING FAERIE a ZIP.

It strikes the back of the Bogle with force, as we follow it:

INSIDE THE BOGLE

Burrowing. Insides turn black, charred and...

THE ZIP

Blasts out of the front of the Bogle.

Willa watches as the Bogle crumples before her, TURNING TO

LEAVES that scatter atop her...

Revealing the figure behind that shot it--

ATLAS GOODFELLOW

30s. He is joined by his gray wolf BARGUEST who never leaves

his side. A muscular brute with blue/green eyes.

Atlas puts the gun away, staring at Willa. Even in movement,

he has a stillness, an air of isolation. Hes set apart from
other living things. A bit frightening. The discipline of a
soldier. The independence of a gunslinger.

She reaches out to him, beseechingly, mind a blur.

WILLA
Help...

If expecting a rescue, shes in for a rude awakening. Atlas

grabs her wrist and forcibly tosses her across the street,
out of the shadows, where she goes tumbling, stopping beneath
a street lamp. Now surrounded by a pool of light.
 5.

ATLAS
Stay in the light. They cant get
you in the light.

She tries to focus on him, his words, but shes slipping

quickly.

ATLAS
(to Barguest)
Watch her.

Atlas whips around, senses alert. CREEPY WHISPERS and HISSES

seem to come from all around him.

He isnt alone. As two Bogles come out of the shadows and

face him. Any normal person would run screaming, but Atlas
just stands there, not fazed in the least. Faces them.

ATLAS
Hi. My name is Atlas. You are in
violation of the Truce. Leave
immediately, or I will deport you.

Four more Bogles emerge from behind.

ATLAS
All of you.

They dont leave.

Atlas opens his coat, shrugging it off, revealing an ARSENAL

OF OTHERWORLDLY WEAPONS strapped to his body -- two Zip hand
cannons, daggers, vials with odd-looking powders and potions,
a circular blade strapped to his back above his waist...

He unleashes his two SHORT SWORDS. Archaic symbols and

letters, Runic perhaps, etched on the metal, GLOWING BLUE.

And so it begins...

A Bogle leaps twenty feet straight up into the air. Weve

never seen anything move so fast.

Atlas turns at the last second as the Bogles elbow comes

crashing down, denting cement. He spins, slices the goblins
head off, dissolves into leaves. No sign it ever existed.

Two more charge, moving at superhuman speed, practically a

blur--

Atlas ducks, cuts through the legs of one, turning them into
leaves, slices the others gut open. It falls into leaves.
 6.

Barguest BARKS. Willa on the ground -- a Bogle approaching

her. Atlas whips a dagger over his back without looking,
hits it square in the head. Dissolves it to leaves.

The legless Bogle crawls and claws its way toward Atlas, but
he keeps moving, always out of reach.

Atlass hit from behind, knocked into the wall of a building,

shattering bricks.

He grabs a brick, tosses it before him and swings at it with

his sword, hitting it like a baseball. The brick shatters
into shrapnel-sized pellets that rocket out and strike all
over the body of the Bogle. It falls.

The other Bogle seems to defy gravity as it scampers up and

atop a street lamp, leaps off.

Atlas tosses his sword to the ground, hilt sticking in a gap

in the cobblestones, sharp end up. He steps out of the way,
and lets gravity take over.

The airborne Bogle tries to alter its course, but it just

flails aimlessly and falls onto the sword, skewering itself
and POOF! Leaves scatter.

The legless one crawls its way toward Atlas, on a mission.

Atlas stares. Checks his imaginary watch. Slow as a snail.
The Bogle reaches out and grabs onto Atlass ankle.

ATLAS
You got me! Good show.

The Bogle smiles, proud of itself, looks up when--

WHAM! Atlas stabs it with his sword. Lights out.

WILLAS POV

Everything spinning. She struggles to move, sees a blurred,

canted sight of Atlas over the Bogle as it turns to leaves.

Atlas looks at her, slowly walks up, grabbing his other

sword, sheathing them both. Growing darker by the moment,
the last thing she sees is Atlas staring down at her then
the night closes in.

ATLAS

Stops suddenly as a cold WIND hits him. Trees lining the

street begin to WITHER, TURN BROWN, LEAVES FALLING OFF IN
HEAPS. PUDDLES TURN TO ICE.
 7.

Bulbs pulsate as current ramps down. The street flickers,

suddenly caught in a ghostly dim half-light.

A SHADOW falls over him, coming from high. Barguest GROWLS.

Atlas whips around, draws both Zip guns, FIRES, all in the
blink of an eye.

ZIPS

hurtle through the air, headed for the target - a CLOAKED

FIGURE atop a roof, silhouetted by the silver full moon.

FOLLOWING the Zips. The cloaked figure doesnt move. Not an

inch. Almost at him when--

The figure lashes out, quick as hell, and smacks the Zips in
mid air. The Zips smash into a building with a SPLAT.

Meet SPRING HEELED JACK.

Part organic, part machine, the towering figure has metallic

clawed hands, wears a helmet and ancient armor. He breathes
blue and white flames, eyes glowing red. His long tattered
black cloak whips in the breeze.

Jack and Atlas stare at each other. There is a history

between these two and clearly the memories are not fond.

Police SIRENS approaching, lights flashing off buildings a

few blocks down.

Jack looks that way, then back at Atlas. This fight isnt
over with yet. He leaps away, disappearing into the night.

Atlas looks down at Willa. Paces. Unsure what to do.

Sirens getting louder. He looks at Barguest.

ATLAS
Dont look at me like that.

Atlas takes a step away. Hesitates. A flicker of doubt

washes across his face. He looks down at Willa once more,
wrestling with his conscience, finally makes a decision.
Breaking his own rule, he kneels, scoops her up into his
arms.

INT. TOW TRUCK - NIGHT

Atlas sets Willa down in the passenger seat of his tow truck,
climbs behind the wheel, keys the ignition. Barguest leaps
up onto the back.
 8.

The engine roars to life, belching fumes. He glances at the

girl, cursing himself for giving into his emotions.

EXT. STREET - SAME

Atlas speeds off around a corner just as unmarked black

sedans and SUVs arrive, lights flashing. AGENTS disembark in
dark suits, holding Zip guns --

THE MIRROR GUARD.

EXT. CITY STREETS - NIGHT

Atlas pilots the truck past familiar landmarks, and some less
known. The old and the new mixed up and spit out.

EXT. BRIDGE HOUSE - NIGHT

The tow truck moves across an abandoned lot next to a river,

maneuvering around scrapped cars toward a 3-story stone
bridge house of a bascule rising bridge. The truck turns
towards a motorized loading door and disappears inside.

INT. BRIDGE HOUSE, GARAGE - NIGHT

The door grinds closed behind as the truck stops. Barguest

hops out and runs upstairs. Atlas climbs out. He opens the
passenger door and slings Willa over his shoulder, past
machine and boat parts, up the central spiral staircase.

2ND FLOOR, MAIN ROOM

Entering the sprawling main hub. Old, gritty, brick and

stone and mortar. Workbenches over there -- otherworldly
metals and contraptions, guns, a birdcage with Zips. Colored
powders and potions in jars, and god knows what.

A mock medical section, complete with strange alchemy and

medical items is next to the small kitchenette.

Off to the side is the control section of the rising bridge,

looking out windows at the vista beyond. Monitors show feeds
from security cameras, GPS tracking Others around the city.

ATLAS
Eldor?!

Atlas continues through, up the next flight of stairs to:

 9.

3RD FLOOR

Passing the library - two stories of bookcases stretched

along the walls, filled with ancient texts and scrolls.

ATLAS
Eldor?!

He opens a bedroom door and tosses Willa onto the bed without
much care.

2ND FLOOR

CLOSE ON A NOTE on the refrigerator: Gone to run some

errands. Back in a jip. Or three.

We see Atlas looking around, finally zeroing in on the note

as he walks over, tears it from the fridge.

INT. HOGS HEAD PUB - NIGHT

The establishments namesake hangs above the bar. Beneath it:

ELDOR ANGELBY sits, early 50s, rotund, with a reddened face,

a pint in his hand. Its not his first. Hes a drunk, sure,
but at least hes a happy drunk. Hes blabbering about, to
no one in particular, finishing a joke.

ELDOR
So she says to me, Well that aint
the hat I was talking about!

He LAUGHS hysterically, wheezing, face red. Otherwise

ignored. Atlas comes in, right up to Eldor, not happy.

ELDOR
Ah, Atlas my boy. I was just
telling these here fine chaps about
the time that Mary bloke--

Atlas grabs him by the ear and drags him to the door.

ELDOR
Whatd I tell ya about the rough
stuff?!

And theyre gone. Its now we notice the BARTENDER -- wiping

off Eldors dirty area -- and his EXTRA SET OF ARMS.
 10.

INT. BRIDGE HOUSE, BEDROOM - LATER

Eldor, Atlas and Barguest stand over Willa, on the bed,

sprawled out. They stare at her. A beat.

ELDOR
Is that a girl, then?

Atlas nods.

ELDOR
Human?

ATLAS
Far as I can tell.

ELDOR
Trip to the pub, then, eh?

ATLAS
I really need you sober right now.

ELDOR
Quite. Is that a girl, then?

ATLAS
You already asked that.

ELDOR
Ah. Did I inquire as to why shes
on my bed?

ATLAS
No.

ELDOR
(beat)
So... Why is she on my bed?

ATLAS
Because thats where I put her. I
told you, the Bogles--

ELDOR
Ah yes, the Bogles. Bogles the
mind, dont it?

He slaps Atlas on the back, laughs at his own joke.

ELDOR
Well. Ill drink to that.

And he does.
 11.

ATLAS
Any ideas?

ELDOR
Philosophically speaking, its not
unusual for a pack of Bogles to
hunt a human. What is unusual is
why shes here. On my bed. Got a
soft spot, do we?

He elbows Atlas in the gut. Atlas ignores his question.

ATLAS
Thats not all... Jack was there.

This sobers Eldor up right away.

ELDOR
Jack? Spring Heeled Jack? Here in
the city?

ATLAS
He was working with the Bogles.

ELDOR
No, not possible. Races stick to
their own. They dont intermingle.

ATLAS
They werent exactly mingling.
Its getting worse. More and more
of them are crossing over. Theyre
up to something.

ELDOR
Any abnormal ripples in the planes
and wed have heard about it.

Atlas just shakes his head, looks up -- not convinced.

ATLAS
Somethings coming. I can feel it.
And this girl, she plays a part in
it. No other reason Jack would be
here.

Atlas shoves Willas bag into his arms.

ATLAS
Find out what you can about her.

ELDOR
Where are you off to?
 12.

ATLAS
Spring Heeled Jack doesnt cross
over without someone knowing about
it.

Atlas heads out. Eldor sighs, gives up.

EXT. DRUMBLES IMPORT/EXPORTS STORE - DAY

A car is parked before the store. Atlas pulls up in his tow

truck and rams the car, knocking it away, taking its spot.
OS the runaway car is HEARD crashing into traffic.

INT. DRUMBLES IMPORT/EXPORTS STORE - DAY

Selling every knickknack known to man, and some that arent

so well known. Black market weapons, potions, artifacts.

Behind the counter, reading People magazine is DRUMBLE THE

JUST, an Other who isnt all that Just. Hes an odd
looking fellow with bad skin. Almost...

TROLLISH.

The bell above the door RINGS, announcing a customer.

Drumble looks up, but theres no one there.

ATLAS (O.S.)
Heya, Drumble.

Drumble nearly has a heart attack. Atlas stands right behind

him.

Barguest jumps onto the display counter and sits right on the
handwritten sign taped to it: Please Do Not Sit Or Lean On
The Glass. Barguest stares at Drumble. Unnerving.

ATLAS
Hows business?

Drumble fidgets, nervous around Atlas, tries to hide it.

DRUMBLE
Yeah, Puck-- I mean, Atlas, you
know. Slow right now. Look, about
the Zips, Im clear out, but I got
a new shipment coming this week--

ATLAS
Im not here about the Zips.
 13.

DRUMBLE
Could you, um, maybe, perhaps tell
your wolf not to sit on the glass?

ATLAS
Barguest? He doesnt listen to me.
The other day I tried to teach him
to roll over. Know what he did?

DRUMBLE
Rolled over?

ATLAS
Ran after some Boggart, ripped its
throat clean out. Can you imagine?

DRUMBLE
Unfortunately...

As Atlas peruses the items on the shelves...

ATLAS
Im disappointed, Drumble. I
thought we were friends.

DRUMBLE
What? I mean, yeah. No, of
course. Friends.

ATLAS
So. As a friend. Why didnt you
tell me Jack was in town?

Drumbles face turns. The only person hes scared of more

than Atlas, is Jack.

DRUMBLE
Really... Jack, huh?

ATLAS
See, youre a Troll. And me, well,
Im a hunter. I allow you to stay
on this side because you keep me
stocked, and you have your ear to
the street. So remind me--

Atlas takes out a gun and lays it down on the counter.

ATLAS
--why am I not deporting you right
now?
 14.

DRUMBLE
Heard hes here on a mission from
the faery Queen. Word is shes got
big plans.

ATLAS
What kind of plans?

DRUMBLE
Something about a prophesy, but no
one knows. Must be big, right? I
mean, why dispatch her best Hunter
if it werent.

ATLAS
Would it have anything to do with
the races working together?

DRUMBLE
News to me. Trolls dont much
congregate outside our species.

ATLAS
Come on, Drumble. Nothing goes down
here without you knowing about it.

DRUMBLE
Not this time. This is way bigger
than me. Sorry, Atlas. But if
its true, if hes here, maybe you
should sit this one out, you know,
after what happened last time--

The store is empty. Drumble spins, looks, but Atlas and

Barguest are gone. Gives Drumble the shivers.

INT. BRIDGE HOUSE, COMPUTERS - DAY

Eldor dumps the contents of Willas bag onto the table.

Sorts through - makeup, gum, the usual teenage paraphernalia.

He flips through her wallet, finds her ID WILHELMINA

CRABAPPLE. He looks up the name on his computer. Pauses.

ELDOR
Curious...

INT. BRIDGE HOUSE, BEDROOM - SAME

Willas eyes open wide. Scared, disoriented, head throbbing.

She sits up, takes in her surroundings.
 15.

Out the window, a thirty foot drop to the river below. She
steps to the mirror on the wall, but finds just the frame,
the mirror removed. Where the hell is she?

MAIN FLOOR

Willa tiptoes down the stairs. Sees Eldor sitting at the

computers, back to her. Hes on the phone.

ELDOR
(into phone)
Im telling you, I looked. Parents
check out. Garden variety human.
Were, anyway. Word is Jack killed
them last night. But the girl, no
birth certificate, no record of her
at all. As if she didnt exist.

She sneaks past, moves down the stairs to the garage.

ELDOR
(into phone)
No, I am not going to take a nap.
How dare you even imply that. Im
offended.

Eldor hangs up. Not noticing the SECURITY MONITOR showing

Willa exiting the bridge house and running across the street.

EXT. PARK - EVENING

Atlas sits at a park bench. Motionless. Taking in the

world. Clouds passing the setting sun. Shadows drifting
across the city. Leaves swirling after passing cars.

His eyes are trained across the way, at a small flower shop.
Theres movement inside, a female presence tending to the
flowers, obscured by reflections on the window.

Sensing something, she turns, looks out the windows. Reverse

on the bench, now empty. Atlas gone.

INT. BRIDGE HOUSE - EVENING

Eldors passed out on the sofa, napping. Atlas enters,

tosses his swords and guns on the workbench. Puts a blanket
on Eldor, then throws the multitude of empty beer cans away.

He heads upstairs. We stay on Eldor, snoring. The bedroom

door is heard opening, then:
 16.

ATLAS (O.S.)
Sonofabitch...

A beat. Atlas comes right back downstairs. Eyes Eldor as he

grabs his gear and walks out, SLAMMING the door behind him.
Eldor snaps awake, choking back a snore.

ELDOR
What?

He looks around. All alone. Back to sleep.

INT. WILLAS HOUSE - NIGHT

The window is pried open. Curtains parted. Willa scampers

in. The house is dark, empty. Lifeless.

She heads up the stairway. Halfway up, she slows, stops next
to the wall lined with photos of Willa at various ages, and
her PARENTS. A life gone forever.

INT. WILLAS HOUSE, BEDROOM - NIGHT

Curtains sway in a draft beside a bed with an open suitcase

atop it. Willa is going about stuffing it with clothes.

INT. WILLAS HOUSE, UPSTAIRS HALLWAY - NIGHT

Coming down the hall, Willa notes the door to her parents
bedroom is slightly ajar.

INT. WILLAS HOUSE, PARENTS BEDROOM - MOMENTS LATER

The door pushes open, Willa peering in, timid. She enters
and explores the various personal items: aftershave, glasses,
hair brush - clutching them into her arms.

When an ENVELOPE falls to the floor, her name written on it.

Willa kneels, picks it up. Shes about to open it when -- an

ALARM CLOCK goes off next to the bed. Gives her a scare.
She hits snooze, alarm silenced, but theres another noise...

Pots and pans CLANKING together. Coming from downstairs.

INT. WILLAS HOUSE, KITCHEN - MOMENTS LATER

Willa quietly enters, eyes the hanging pots and pans above
the kitchen island that slowly sway.
 17.

She takes a step in, foot slipping on the wet floor. Turns
on the lights to find the floor spotted with water. She
follows the trail to where it ends at the open freezer.

She steps over, closing the freezer door. Grabs a towel and
bends to wipe up the water, but looking closer, she sees a
shape the water has taken...

...like LITTLE FOOTPRINTS.

A trail of them lead away from the fridge, toward the walk-in
pantry. Door closed.

She stares at it, eyes trailing down to the small gap between
the door and the floor. A SHADOW whips past underneath.

Heartbeats up, Willa creeps toward it, grabbing a knife from

the rack as she goes. She puts her ear to the door, listens.

WHISPERS come from within, high pitched, like a childs.

WILLA
Hello?

The whispers cease suddenly. Willas breathing heavily now,

knife shaking in her hand.

With her other hand, she reaches for the doorknob. Turns it.
Heart pounding out of her chest now. Knife ready. Takes a
breath, slowly opens it an inch and--

BAM! The door is slammed shut. Willa turns.

ATLAS

stands right there, hand on the door preventing her from

opening it. Steely eyes on her. He shakes his head no.

He takes the knife from her as she backs away, crashing into
the counter, knocking over the pots and pans. Terrified.

Atlas watches her, then puts his ear to the door. Listens.
Raises the knife to about waist height and--

STABS IT RIGHT THROUGH THE WOOD DOOR. A loud SCREECH comes

from within, then a THUD, then POOF.

Atlas opens the door, knife protruding through. The pantry

is empty, save for the pile of crusty leaves on the floor.

ATLAS
Im getting tired of saving your
ass.
 18.

WILLA
Who... who are you?

ATLAS
Theres no time for this. Stay
here if you like, otherwise, we
should go.

Willa breaks down, crumpling to the floor. Atlas watches,

not the response he was expecting. Isn't sure how to help.
He finally reaches out a hand -- slowly rests it on her
shoulder.

The contact seems to open a floodgate of emotion and Willa

falls right into his arms. Atlas hasn't been this close to
anyone in a long time. Willa finally composes herself.

ATLAS
Right then. So whats it gonna be?

EXT. WILLAS HOUSE - NIGHT

Atlas and Willa walk away from the house, toward the tow
truck parked illegally across the way.

WILLA
What was that thing?

ATLAS
Barbegazi, ice trolls. Nasty
little suckers.

WILLA
Trolls? What do you mean, trolls?
What is going on?

ATLAS
Was kind of hoping you could tell
me that.

A dark SHADOW flits across the street from above, like a

large bird flying past.

Atlas stops, looks around. Eyes zero in on a tree above the

truck. Rustling. Theres something in it, something big.
It's joined by another in the trees -- both closing in with
each step.

Willa realizes shes alone, stops, looks back to Atlas. But

he's staring straight up.

ATLAS
We should go...
 19.

Those deep shadows on the buildings seem move, heading in

their direction. Atlas grabs her hand --

ATLAS
Fast.

Willa's confusion turns to tension as a raspy guttural WIND

races toward them. Atlas jerks her into action. They run
down the street, turn sharply into

EXT. PARK - NIGHT

They make it through the gate, pass through an alley of

overhanging trees. Jungle gyms become dark monoliths.
Swings begin to sway.

Something RIPPLES through the branches -- flitters right past

Willa face. She swats at it, gets cut across the cheek.

Willa feels the scratch on her cheek, sees a trickle of

blood. Now she hears SOUNDS in the darkness. Like BEATING
DRUMS, and CLOTH RUBBING TOGETHER... Surrounding them.

WILLA
What is that noise?

ATLAS
Wings.

WILLA
Youre kidding me. Of what?

He rummages through his coat, fishes out a large RED FEATHER.

ATLAS
Something thats not supposed to be
here.

Willa spins, eyes seeing only darkness as the sounds get

CLOSER -- ghastly MOVEMENT in the fringes of light.

Atlas quickly takes out a lighter and puts the flame to the
feather. It ignites and shoots up into the sky. A brilliant
red FLASH of light -- blinding Willa and illuminating a --

CIRCLE OF WINGED HARPIES -- roiling -- ready to pounce. An

amalgam of woman and bird, with three-toed, clawed feet and
dirty-feathered wings.

Atlas FIRES Zips up into the sky. They lock onto their
targets, unfurling, striking. Leaves rain down. Two Harpies
fend off the Zips and take off into the sky.
 20.

ATLAS
Dammit. Lets go.

He hurriedly leads her out of there, ducking behind a

BUS STOP

He peeks around, scanning the sky.

WILLA
What were those things? They were
flying!

Atlas scans the area, trying to think this through.

ATLAS
Harpies. Usually feed on small
animals. Not humans.

WILLA
Its impossible.

ATLAS
Yeah... Impossible. Wait here.

A Harpie whips past, screeching, and Atlas takes off after

it, running full out, up onto a car and leaps off, grabbing
onto the Harpies taloned foot.

Giant wings unfold, huge and powerful, and -- WHOOSH! -- they

SOAR into the

AIR

Rising higher. And higher. 50 feet... 75... 100... Hes

definitely regretting this.

The Harpie swirls this way and that, trying to dislodge

Atlas. He glances down, sees his and the Harpies shadow
race across the buildings and streets.

Then it turns sharply, heading straight for an apartment

building. Atlas is going to hit. Almost there and--

-- He lets go of the Harpie, SMASHING through a window--

INT. APARTMENT BUILDING - CONTINUOUS

-- somersaults and is back on his feet, not missing a step,

running down the hall. Residents peek their heads out of
doors. He races past, unsheathes a sword and dives right
through the window--
 21.

EXT. SKY - SAME

-- a 50 foot drop beneath him. The Harpie is right there.

Atlas swings and slices it in half, left in the air with
nothing but dry, brittle leaves.

ATLAS
Aw hell...

He drops, spiraling and --

EXT. STREET - SAME

A beat. BOOM! Atlas SMASHES DOWN on top of a car, right on

his back. The windows blow out, shatter. Sword flung from
his hand. He rolls off the car and hits the ground.

ATLAS
Okay. That hurt...

He sits up against the totalled car. Sword ten feet away.

Just then -- FWOOSH! -- the last Harpie touches down directly

in front of him. Sword out of reach behind it. Atlas
stares, slowly moving his hand into his jacket for a weapon.

The Harpie lashes out, moves toward him, taloned foot rising
up to swipe and--

POOF! It turns to leaves.

Atlas is confused, swatting the leaves off him, revealing

WILLA

sword in hand. The reverse of when they first met. Eyes

wide. She cant believe she just killed it.

Neither can Atlas. HE LOOKS AT HIS SWORD IN HER HAND, THE

SYMBOLS GLOWING BLUE.

Willa forgot she was holding it and drops it to the ground

with a CLANG where it ceases to glow. Atlas looks at her
with renewed interest.

ATLAS
Whatd you say your name was again?

WILLA
Willa. Willa Crabapple.

As she speaks, her breath comes out in ICY PLUMES. Atlas

stares, real fear crossing his face. Scans the area.
 22.

JACK stands down the street, watching them. Retractable

metal claws hidden on his forearms extend down.

ATLAS
Sure. Why not?

Atlas jumps to his feet, grabs onto her and they run.

INT. TOW TRUCK - NIGHT

They hurry in, slam the doors closed. Start it up.

WILLA
That was him, in the cloak, he
killed my parents.

ATLAS
Yeah, he has a thing for that. Put
your seat belt on.

She does. Suddenly, a dark form rockets out of the shadows

at them and--

WHAM! NAILS the side of the truck, SPINNING it all the way
around. Claws rip apart the hood. Willa SCREAMS. Atlas
slams the truck into gear, peels out.

JACK

crawls across the top of the truck, slams a fist through the
roof, prying the metal apart.

Atlas spins the wheel hard. Jack loses his balance, grabs
onto the side of the truck. Atlas swerves into a wall,
raking the truck and Jack against it, sparks flying.

STREET

Jack is flung off, gets a hand on the tow truck hook that
unravels, and now hes being dragged by it, as Atlas whips
around corners, smashing him into buildings.

INT. TOW TRUCK - SAME

Atlas looks back, sees Jack lose his grip, tumbling off into
the street.

WILLA
Brake!

Atlas swerves, barely avoids hitting a couple crossing the

street.
 23.

The truck spins 180, stops, now facing Jack, like two
gunslingers. Atlas staring him down. Willa freaking out.

ATLAS
See the parking brake? It only
works on the front tires. When I
tell you, I want you to pull it.

Before Willa can question him, Atlas slams the truck into
drive, speeding toward

JACK -- Standing there, waiting. Extending his metal claws.

50 feet... 20... 10...

ATLAS
Now!

Willa pulls the brake up as hard as she can.

EXT. STREET

The front brakes lock. The force lifts the back wheels off
the ground, as the truck ANGLES UP ON ITS FRONT FENDER--

-- VERTICAL NOW, MOMENTUM CARRYING IT, TILTING OVER--

-- AND THE ROOF SLAMS DOWN SQUASHING JACK UNDERNEATH--

-- AND CONTINUES ITS CYCLE, ROLLING OVER, AND IN ONE SWOOP,

BACK RIGHT SIDE UP ON ITS TIRES.

INT. TOW TRUCK (DRIVING) - SAME

Atlas hits the gas and the truck takes off. Squashed bugs on
the windshield. Hits the wipers, spritzes window cleaner,
and the tow truck rockets away, disappearing into the night.

EXT. STREET - SAME

All that remains of Jack is his black cloak and pieces of

metal. BUGS crawl all over the pavement, hundreds of them
moving, regrouping inside the black cloak as it begins to
fill up, rising, TAKING THE FORM OF JACK ONCE MORE.

As the last of the bugs move up onto him we...

DISSOLVE TO:
 24.

INT. BRIDGE HOUSE - NIGHT

Atlas sits atop the medical cart, shirt off. Eldor extracts
shards of glass and car out of his back. A splash of hard
alcohol to the wound. A splash of hard alcohol to Eldor.
Their voices are hushed.

ATLAS
Im telling you, she touched the
sword and it turned blue. Only an
Other could do that.

ELDOR
She dont much look like an Other.

ATLAS
First the Bogles, then the girl,
now this -- Barbegazi, Harpies.
And Jack leading them all--

Eldor violently yanks out a shard of glass.

ATLAS
Hell, Eldor. Take it easy.

ELDOR
Sorry, sorry.

He grins. Hes not that sorry. Willa is at the other side

of the room, weary of these two.

WILLA
Could someone please explain to me
what the hell is going on? Like
now! Who are you people?!

ELDOR
Eldor Angelby at your service. Me,
Atlas here, we got ourselves a sort
of club, as it were. Privy?

WILLA
No.

ELDOR
See, there are laws. But sometimes
those laws are broken. Thats
where we come in.

Willa is totally confused.

ATLAS
What is wrong with you?
 25.

ELDOR
Im telling the lady how it is.

Atlas hops off the table, puts his shirt back on.

ATLAS
You ever have powers like that
before? Like when you wielded my
sword?

WILLA
No. I dont know. I just need to
know whats going on. Please.

ATLAS
Simplest explanation - youre an
Other.

WILLA
An other what?

ATLAS
An Otherworldly. Creatures, mostly
magical.

ELDOR
Goblins, Faeries, Ogres, Witches
and the like.

ATLAS
Eldor and I, were part of a small
group of people who monitor and
police Others activity on Earth.

WILLA
Im a fairy tale creature?

ELDOR
Magical mostly. Yes.

ATLAS
This world, it wasnt always like
this. Once upon a time it was
inhabited by Others. But humans
spread faster then they could
handle, and they were forced out,
to live in a world on the other
side of the mirror.

ELDOR
The reason we dont have mirrors.
Thats how they travel between
worlds, through the looking glass.
 26.

ATLAS
Its a barrier. Sometimes its
broken. Occasionally, one slips
past, crosses over, and we--

He looks at Eldor, sleeping while standing up.

ATLAS
-- I, deport them.

Eldor snaps awake, confused.

ELDOR
What?

ATLAS
And for some reason, theyve
targeted you. That cloaked figure,
Spring Heeled Jack, hes the Faery
Queens best hunter. Means youre
important somehow, and she really
wants you dead, enough to send him.

WILLA
Why? I dont understand.

ELDOR
Your parents ever seem odd to you?
Doing strange things and such?

WILLA
Im a teenager. Yeah, they seemed
odd to me. I need to sit down.

Eldor pulls out a chair for her, but instead she sits up on
the table.

WILLA
This is too much. My parents,
those things. And now youre
telling me Im not human.

ATLAS
Youll get used to it.

WILLA
So, what? Now you kill me?

ATLAS
I only deport the bad apples. Some
Others, they come here to hide, to
get away from the wretched.
 27.

WILLA
Like Jack? Who is he?

Atlas and Eldor share a look, then:

ELDOR
Nobody really knows the specifics
of his origin. But we do know
this: he was built and bred to
hunt, and to kill. Hes the
Queens best. Hes never failed.
Not until you. He isnt human.
Hes barely an Other. He cant be
killed and he will never stop until
he carries out his orders.

ATLAS
Dont worry. He cant get you in
here. We have protection spells at
every entrance. Blocks Others from
getting in.

He nods to the doorway, a otherworld SYMBOL drawn above it.

WILLA
Why are you doing this? Protecting
me?

ATLAS
The Queen wants you dead. I want
to know why.

INT. BRIDGE HOUSE, BEDROOM - NIGHT

Willa is on the bed, staring at the ceiling. Mind racing.

Barguest sprawled out next to her. A KNOCK, Eldor steps in.

ELDOR
Settled in, are we?

She just keeps looking up at the ceiling.

ELDOR
Quite. By the by, Willa, whilst
you're here it would be best if you
didn't... wander.

She nods. He backs out when:

WILLA
I lied to you before. When you
asked if my parents were odd. It
wasnt them, it was me.
(MORE)
 28.

WILLA (CONT'D)
I had these nightmares about a
world, a fairy tale world. It
always seemed so real, you know?
Like Ive been there. My parents,
they would shrug it off, but I
knew. There was something
different about me.

ELDOR
All will be revealed in time.

And he steps out, closing the door behind him. Willa turns
to her side, taking out the envelope from her parents room.
She rips it open.

All thats inside is a single BRASS KEY.

INT. BRIDGE HOUSE, ATLASS ROOM - NIGHT

Atlas sits in his opened window, simmering. Outside the city

goes about its unending churn. Eldor enters.

ATLAS
Ive never seen it before, Eldor.
Different races working together
with a common goal. Not until her.
There has to be something. Some
reason theyre zeroed in on her.

ELDOR
Might be time to take a trip to the
flower shop, talk to you know who.

Atlas exhales, not looking forward to it.

EXT. CITY - DAWN

Beyond the shadowed skyline of monolithic buildings, the

night gives way to dawn.

EXT. FLOWER SHOP - DAY

The sign on the door reads: Closed. Atlas tries the knob.
Locked. He peeks in through the windows.

WILLA
Ive walked past here like a
million times and never noticed
this place.
 29.

ATLAS
Yeah... Not exactly an accident.

Willa follows him around the main store and around back--

EXT. GREENHOUSE - SAME

Where a large greenhouse is situated. As they walk toward

it, a BLUE BUTTERFLY lands on Willas hand, with odd colorful
markings. It flutters off, enters the open greenhouse door--

INT. GREENHOUSE - SAME

-- And joins other butterflies, hundreds in fact, all

different colors, as they swirl together like a cyclone,
bonding and coalescing, taking on mass and form, into THE
SHAPE OF A HUMAN FIGURE.

A FEMALE FAERIE -- complete with intricate, moth-like wings

that glitter in the light. 180 years old, but not looking a
day over 25. Shes stunning, with red flowing hair and
emerald green eyes.

And completely naked.

Meet SKYLAR.

Willa diverts her eyes. Atlas turns away, shields his face.
Skylar walks around, as if being naked was totally natural.

SKYLAR
Hello, Atlas.
(eyes Willa)
Whos the slut?

WILLA
Excuse me?

ATLAS
Skylar, meet Willa. Willa, Skylar.

SKYLAR
A little young, dont you think?

ATLAS
Sky, how about you put some clothes
on, yeah?

SKYLAR
Why? Its nothing you havent seen
before.
 30.

She walks past Atlas, close, her radiant eyes on him. His
eyes still diverted. As she passes, she grabs a nearby sheet
and drapes it around herself, entering the flower shop.

WILLA
Slut?

Atlas shrugs. They follow Skylar inside.

INT. FLOWER SHOP - DAY

Skylar waters the multitude of exotic, otherworldly flowers.

Willa stares at them -- they almost seem to follow Skylar
around, leaning toward her, as if she were the sun.

ATLAS
I need your two cents.

SKYLAR
Youre a bastard.

ATLAS
The other kind of two cents.

SKYLAR
You have some nerve showing up
here. Nothing to say for yourself?

ATLAS
Please?

Sky steps to the register, comes out with two GOLD PENNIES.

SKYLAR
You still havent told me why?

ATLAS
The pennies?

SKYLAR
Not the pennies.

Nothing from Atlas, clearly a sore subject.

SKYLAR
I hate you.

ATLAS
I know.

She throws the pennies at him. He catches them.

 31.

WILLA
Nice to meet you. Sort of.

SKYLAR
The pleasure was all yours. Slut.

Willa takes a step to Skylar, hands curled into fists, ready

to fight, but Atlas holds her back and drags her out. Shares
one last look with Skylar before exiting.

EXT. FLOWER SHOP - DAY

Atlas and Willa head for the parked tow truck.

WILLA
Charming woman -- faery -- thing.
I could have taken her.

ATLAS
She didnt used to be like that.
Got banished from her world.

WILLA
For what?

ATLAS
Me, I guess.

WILLA
You two had a thing? Wait, how
does that even work? Shes like
made up of butterflies.

ATLAS
I dont want to talk about it.

They get in the truck and plow off.

INT. TOW TRUCK (DRIVING) - DAY

Atlas motors through the city. Willa stares at him. He can

feel her eyes on him, uncomfortable. He gives in.

ATLAS
We dated a long time ago. It ended
badly.

WILLA
No happily ever after?

ATLAS
No.
 32.

WILLA
Why did it end?

ATLAS
Because thats what happens.
Things end.

Silence. Then:

WILLA
Can I drive?

ATLAS
No.

Conversation over.

EXT. FOUNTAIN - DAY

A small, unassuming fountain nestled in the city, the bottom

laced with coins. Atlas and Willa stand beside it. Willa,
unimpressed.

WILLA
Its a fountain. Ive seen it.

ATLAS
Its not a fountain. Its a
wishing well.

Atlas waits for a couple stray people to pass by, out of

sight, then hands a gold penny to Willa. He tosses his in.

WILLA
What did you wish for?

He looks at her, murder in his eyes.

WILLA
Never mind.

ATLAS
Now you.

She tosses it in with a PLOP. We FOLLOW the coin as it sinks

to the bottom. Makes contact. A flash of golden light.

WILLA
That was fun. Now what?

ATLAS
Just wait.
 33.

The water churns, as if something were moving underneath the

surface. And it begins to drain until all the water is gone.

The tiled floor SHIFTS, moving this way and that, receding in
a circle -- creating a SPIRAL STAIRCASE.

WILLA
...Okay. That Ive never seen
before.

Atlas steps in the fountain and walks down the stairs,

disappearing below. Willa watches, then races to catch up.

INT. WISHING WELL

The stairs end in a circular brick room with arching supports

that have fallen away, now just hanging from the ceiling like
man-made stalactites. Water pools and drips all around them.

Coins line the floor, reflecting brilliant silver and gold

shafts of shimmering light across the walls and ceiling.

At the far end of the room is an ancient, ornate MIRROR.

Tarnished and cracked in places.

WILLA
Mirror, mirror, on the wall, who is
the fairest of them all?

She smiles. Atlas isnt amused.

ATLAS
Are you through?

WILLA
I thought you didnt like mirrors.

ATLAS
This ones different. Give me your
hand.

WILLA
Why?

ATLAS
It needs blood.

WILLA
What needs blood? The mirror? No
way. Why cant we use your blood?
Yeah, I like that idea.
 34.

ATLAS
Because its your past were
interested in. It wont hurt.

Reluctantly, she holds out her hand and turns her head.
Atlas takes out his knife and draws a line of blood across
her palm. Willa grabs her hand, pulls it away.

WILLA
Ow! You lied. That so hurts.

ATLAS
Yeah.

He grins slightly. Grabs her hand and presses it up against

the mirror, then talks directly to it, as if it were alive:

ATLAS
Show us the last night of the
Crabapples.

ON THE MIRROR

as it shifts, growing darker, roiling dark clouds and flashes

of lightning... a storm. An image begins to take form. And
we are transported back to that night...

INT. CRABAPPLE BOOKS & CURIOSITIES - EVENING (FLASHBACK)

Colors desaturated. Sign on the door reads: Closed. Willa

enters, school bag slung over her shoulder. Headphones on.

WILLA
Hello? Mom? Dad? Im home.

She kicks off her shoes, drops her bag, then falls back onto
the sofa, lying upside down, feet dangling off the back. She
closes her eyes, feet bouncing along to the song when--

-- the LIGHTS FLICKER AND BURN OUT. She opens her eyes,
noticing how dark it is. She leans up on her elbows, looks
around. Headphones off. All is quiet.

WILLA
Hello?

Something TUGS on her feet, like a shark testing its prey.

Willa jolts up. Slowly creeps around the couch, looks.
Nothing there.

A BANG from the back room, a scuffle. Willa heads that way.
Doesnt notice the house plants as she passes, SLOWLY WILT
AND DIE.
 35.

She approaches the swinging door to the back room, grabbing

her bag to use it as a weapon, or a shield, or both. She
puts her hand on the door, slowly pushes it open. Heart
beating out of her chest, she peers into the darkened

BACK ROOM

Eyes adjusting, making out two figures sitting in chairs,

facing away from her -- her parents, Mr. & Mrs. Crabapple.

WILLA
Mom?

Eerie stillness. They dont move. Willa approaches --

something is very, very wrong. Closer.

She looks at their REFLECTION in the windows beyond, dim but

clear. She can make out features... hair thinned, skin grey,
bodies near skeletal. Theyre dead.

WILLA
No, no, no, no, no...

Willas world crumbles around her. When off to the side, she
catches movement out of the corner of her eye. Turns, facing

A MIRROR

And her reflection in it. But somethings off. Her

reflection RIPPLES slightly, as if looking into a puddle.
Then another FACE APPEARS ON THE OTHER SIDE OF THE MIRROR, as
if it were a two-way mirror, except this one is freestanding.

Whatever that dark face is, it is INSIDE THE MIRROR.

Then HANDS appear -- sickly and scabbed -- with long fingers

and nails -- hands of death -- COME OUT OF THE MIRROR,
gripping onto the sides of the frame, pulling itself through.

Willa doesnt wait to see what it is. She runs. Bursts

through the door.

The door SWINGS BACK AND FORTH like a pendulum, as we get

fleeting glimpses of Willa escaping the house. And something
not of this world going after her... Jack, and his Bogles.

As the image begins to fade--

INT. WISHING WELL

The mirror turns a murky shade of grey, then snaps to being

just a mirror once again. We are back in the present.
 36.

Willas head is bowed, tears streaming down her cheeks.

Everything hitting her at once.

EXT. CRABAPPLE BOOKS & CURIOSITIES - EVENING

Willa and Atlas stand outside the darkened store. Willa

gathers her nerves.

ATLAS
I can go in alone.

WILLA
No. Im ready. I can do this.

And they step toward the store.

INT. CRABAPPLE BOOKS & CURIOSITIES

Door opens. It looks just like it did that fateful night.

WILLA
Do you have any family, Atlas?
Besides Eldor?

Atlas hesitates for an imperceptible beat.

ATLAS
No. I dont have family.

Atlas watches Willa move through, stopping before the

swinging door that leads to the back. Points.

WILLA
Back there.

He walks past, taking out a sword just in case, and pushes

through the swinging door...

INT. CRABAPPLE BOOKS, BACK ROOM - SAME

Atlas tries the light switch. Burnt out. CRACKLING beneath

his feet as he steps in. The floor is covered with broken
mirror. All that remains is the wooden frame.

Atlas moves toward the table. No bodies here. He kneels,

peers under the table. No leaves either. Just a few DROPS
OF BLOOD. For some reason, hes very interested by it.
 37.

INT. CRABAPPLE BOOKS - SAME

Willa hasnt moved, waiting on Atlas. Barguest stops at a

row of books, sniffing. BARKS, scratching at the floor.
Willa walks over to him. Something below catches her eye...

The rug is askew. And portions of the floor have hard, deep
grooves in it -- scratches. She runs her finger through
them, confused. Atlas emerges and she stands.

WILLA
Theres something over here.

Atlas joins her, follows her eyes to the scratch marks.

WILLA
Ive never seen those before.

Atlas knows what they are. He takes a close look at the

books, finding one that doesnt belong... a runic symbol on
its spine. He touches it with a finger and--

CA-CLICK. The bookshelf unhinges and slides away to reveal a

solid IRON DOOR. A keyhole in its center.

As Atlas tries using force to open it, Willa studies the

lock, reaches into her pocket, coming out with the brass key
from the envelope.

WILLA
Try this.

She hands it to him. He puts it in the lock, turns it.

INT. CRABAPPLE BOOKS, HIDDEN ROOM

The door opens to a musty subterranean wine cellar lined with

card catalogue-type file cabinets, labelled A-Z, and some
letters that arent in any known dictionary.

ATLAS
This isnt a bookstore.

WILLA
What do you mean? Of course its a
bookstore.

Atlas opens a cabinet, thumbs through the multitude of files,

all labelled with names.

ATLAS
These names, theyre Others. Each
and every one of them.
 38.

Atlas stops on one name. Pulls the file, sifts through the
paperwork, looking over a yellowed signed contract.

WILLA
What is it?

We see emotion on his face - memories boiling to the surface.

ATLAS
...me.

The file is labelled with the name: GOODFELLOW.

ATLAS
Crabapples were helping Others
defect. Breaking the Truce is
punishable by death. Along with
anyone caught aiding and abetting
them. Those are the rules.

WILLA
But they were Others.

ATLAS
No, Willa, they werent. This
world affects us differently. When
we die here, we turn to leaves.
The Crabapples, they didnt turn.

WILLA
What are you saying?

ATLAS
They werent your parents.

EXT. CRABAPPLE BOOKS & CURIOSITIES - NIGHT

Willa paces, hands on her head, trying to take it all in.

WILLA
Its not possible. They would have
told me.

ATLAS
I think they were protecting you
from the truth.

WILLA
I was just, what, another one of
those names in their files?
 39.

ATLAS
I looked. Your name isnt in
there. Whoever your real parents
are, the Crabapples wanted it kept
secret, even from you.

Willa sits on the curb. Its been a rough couple days for
her. Atlas sits next to her.

ATLAS
They might not have been your
biological parents, but they loved
you none the less. They gave their
lives to protect you.

WILLA
Im not worth it.

ATLAS
They thought you were.

WILLA
Why? Who am I?

Atlas meets her eyes. Sees the questions piling up.

INT. DARK ROOM

A lone sconce hangs from the ceiling in the center of the

concrete room, the rest of which falls off into shadows.

The floor is streaked with black bugs that scuttle through

the light and into the darkness, where they thrive.

We can make out a shape in the darkness... Jack. Kneeled

before a mirror, head bowed.

ON THE MIRROR

Rippling, like a pool of liquid mercury. And a FEMALE VOICE

penetrating through, stern, who we will come to know as:

QUEEN TITANIA (V.O.)

You disappoint me, Jack. You have
just a few days until midnight to
get the girl. Dont fail me again.

As the mirror turns solid once again...

DISSOLVE TO:
 40.

INT. BRIDGE HOUSE - DAY

Atlas comes downstairs and joins Eldor at the table where

hes chowing down on pancakes.

ATLAS
When did you learn how to cook?

ELDOR
Didnt.

Willa steps out of the bathroom, wearing an oversized robe,

hair wrapped up in a towel. Barguest exits behind her, also
wrapped in a towel, still damp.

ATLAS
Is that my robe?

Willa plops down on a chair. Puts her feet up on the edge of

the table and begins painting her toenails.

WILLA
So whats the plan for today?

ATLAS
Im meeting with the Falcon.
Youre staying here.
(beat)
Where did you get that?

WILLA
The nail polish? I found it over
with the weapons.

ATLAS
Thats Dragons Blood. From a
dragon.

WILLA
Ew. Im going to be sick.

She slides it away from herself.

WILLA
Do you have any polish remover?

ATLAS
Sure. In the bathroom. Let me get
it for you.

WILLA
Thanks.

Atlas doesnt move.

 41.

WILLA
I get it. Sarcasm.

She uses Atlass robe to removing the Dragon Blood. Sticks

out her tongue at him and walks away. Barguest follows her.

ATLAS
I hate her.

ELDOR
Uh huh.

EXT. CITY - DAY

It's rush hour and the streets are choked with traffic.
PEOPLE mill past on the crowded sidewalk. An eclectic crowd
of business people, punk and Goth teens, tourists.

So Atlas fits right in. Among the masses, he spots a small

FIGURE ducking around the human traffic, disappearing into an

ALLEY

Atlas, moving cautiously through. A SOUND behind him, the

scuffle of feet - Atlas whirls, draws a sword, stopping mere
inches from decapitating --

WILLA

Frozen, eyes wide with fright. Atlass sword glows blue,

vibrating from the tension in his grip. He lowers his sword.
Willa remembers to breathe.

WILLA
I followed you. Im sorry.

Atlas shakes his head, amazed.

ATLAS
Unbelievable.

He exits the alley. Willa pushes away from the wall, angry.

EXT. SIDEWALK - SAME

Atlas walks away. Willa hurries to catch up.

ATLAS
(to himself)
I give him one simple job. Watch
the girl. Cant even do that.
 42.

WILLA
Im safer with you. Besides, you
need me. I can help. You live in
a fantasy world of magical
creatures. You dont know the real
world like I do.

ATLAS
I live in the real world, Willa.

WILLA
Yeah? Whos the President of the
United States?

Atlas clearly has no idea. Hides it.

ATLAS
Bob.

WILLA
Bob? Bob what? Whats Bobs last
name?

ATLAS
(beat)
President.

WILLA
Bob President? What about the
Queen of England? Know her name?

ATLAS
Please. Shes not even human.
Reigns over the 6th Kingdom.
Trolls. Here shes Queen of
England. Go figure.

WILLA
What kingdom are you from?

ATLAS
The 10th. Kingdom of Faeries.

WILLA
Have you been there?

ATLAS
(beat)
Once.

WILLA
Whats it like?
 43.

ATLAS
Not like the fables youve read.
Not even close.

WILLA
You say you want to save the world,
the people in it, but you have no
relation to them. You dont know
whats going on outside your own
little world.

ATLAS
I know enough. Go home, Willa.

She hurries up in front of him, blocking his path. Arms

crossed, holding her ground.

WILLA
Make me.

Atlas isnt going to win with this girl.

EXT. CLUB FINIST - DAY

The type of club that doesnt have a name, or a sign. Two

massive BOUNCERS standing a good seven feet tall and weighing
in at 400 pounds, guard the entrance. Their skin is a shade
of pale blue, like drowning victims, and they have no ears or
noses, just holes. Thats because theyre not human.

OGRES.

They appraise Atlas as he walks their way, Willa close behind

with Barguest. They dont like him.

ATLAS
Finist is expecting me.

The Ogres dont budge.

OGRE
Password?

Atlas flashes his two short swords underneath his coat.

ATLAS
The password is step aside before I
shove these two swords up your ugly
Ogre asses. Thats the password.

The Ogres share a look, part, let them pass.

 44.

INT. CLUB FINIST, ENTRANCE - DAY

Atlas opens the door, leads the trio down a long hall toward
the elevator at the end of it. Willa grins to herself.

ATLAS
What are you smiling about?

Atlas pushes the lift button. DING. Doors open. They step
in, turn, Atlas reaching over and hitting the down button.

WILLA
Never been to a club before. First
time. So cool.

He rolls his eyes. Doors close with a hiss.

INT. CLUB FINIST, ELEVATOR

Going down, down, down, where it finally stops. Doors part

and they step out, into:

INT. CLUB FINIST

An old, abandoned Underground station. Music is loud and

thumping, gaslights dim. The people here are odd looking...
too odd looking to be human. We see a few of them: wings,
tails, otherworldly CREATURES.

And they dont much like Atlas either as they give him a
share of unfriendly looks. A hybrid who sends them back to
the other side. Atlas could care less.

He moves through, hand on the hilt of his sword, just in

case. They stop at the bar.

ATLAS
Wait here. And dont talk to
anyone.
(to Barguest)
Watch her.

WILLA
I dont need a baby sitter.

ATLAS
Majority of the people here arent
human.

Willa looks around, words settling in.

 45.

WILLA
Okay then.

Atlas shakes his head as he walks off toward the back where a
train car sits abandoned.

Willa takes in her surroundings: the BARTENDER WITH TUSKS,

the odd-looking alcohol bottles lining the shelves. Strange
colors, some bubbling, sparkling, some swirling like clouds.

WILLA
(to bartender)
So what does a girl have to do to
get a drink around here?

ATLAS

Makes it to the subway car doors adorned with a Private

sign. Another OGRE stands guard here, steps aside for Atlas,
but makes no move to open the door.

A rune symbol is etched on the door. Atlas touches it and

the symbol glows blue, then fades out. The door opens.

INT. CLUB FINIST, TRAIN CAR

Seated in the back is FINIST THE FALCON in an expensive suit,

blue tinted glasses, and fedora with a feather in it.

FINIST
Dangerous you coming here, Puck.
Not good for business.

ATLAS
Pity. What do you know about Jack
being in town?

FINIST
Queen Titania doesnt exactly fill
me in on her business. Who knows
why she sent Jack? Ever since the
humans banished her to the other
side, she hasnt been the same.
Lost her mind, some say.

ATLAS
Because of this prophesy Ive been
hearing about?

FINIST
I dont buy stock in prophesies.
Although I hear theyre up two
percent from last year.
(MORE)
 46.

FINIST (CONT'D)
You know as well as I, theres
always some new prophesy out there.
Most dont come to pass. Thats
the world we live in.

ATLAS
Crabapples mean anything to you?

FINIST
Sympathizers, like myself. And no,
I had nothing to do with their
deaths.

ATLAS
You provide passage for Others.
For a fee. Crabapples did it out
of the goodness of their heart.
Maybe they were cutting into Finist
the Falcons business a bit too
much for your liking.

FINIST
Does it look like Im hurting?

ATLAS
(veiled threat)
Not yet.

FINIST
Human, Other, its all the same to
me. They can fight it out to the
death for all I care. There will
always be a need, and theyll
always come to me to provide the
service.

The door opens behind. A well groomed man enters in a black

suit. Human. A small coiled radio earpiece in his ear.
RICHARD GREGOR, 40s. His turn to hold court with Finist.

FINIST
Our business is done here, Puck.

ATLAS
For now. By the way, call me Puck
one more time, Ill revoke your
visa. Understood?

Atlas stands, passes Gregor as he leaves, eyes him. Gregor

takes Atlass seat before Finist.

FINIST
Mr. Gregor. And how are we today?
 47.

And the door is closed, shutting Atlas out.

INT. CLUB FINIST - SAME

Willas on her third ginger ale. Barguest looks bored.

WILLA
So he said, hey. And Im like,
hey. And he goes, you going to
the game later? And Im all,
Whats it to you?

Atlas heads toward them.

ATLAS
Were leaving.

Barguest cant wait to get away. Willa hurries to follow.

EXT. CLUB FINIST - LATER

Gregor exits the club, stepping up to his waiting black

sedan, where a driver opens the back door for him.

INT. TOW TRUCK - SAME

Atlas is parked down the street, watching as they drive off.

WILLA
Other?

ATLAS
Human.

He pulls out into traffic and follows the sedan.

EXT. MINISTRY OF DEFENSE - DAY

West End of the city. The sedan pulls up outside the

Ministry. The driver exits, opens the back door for Gregor.

Atlas pulls up in his truck across the street. Watches

Gregor step out of the car and enter the building.

INT. MINISTRY OF DEFENSE, LOBBY - DAY

Atlas enters. Definitely stands out. He steps to the

directory on the wall, finger scanning names, stops on:
 48.

GREGOR, R.: Constable (MG).

We now spot the SECURITY CAMERA in the upper corner of the

lobby. Trained on Atlas, panning, following his exit.

INT. MINISTRY OF DEFENSE, GREGORS OFFICE - DAY

Cramped and institutional, devoid of any personal touches.

Overflowing with files, photographs, and charts concerning
Atlas and Others. Gregor sits behind his desk. Dedicated
and dogged to the point of annoyance, utterly humorless.

A KNOCK at the door and in walks AGENT SARAFINA, 30s, looking

sexy even in a skirt suit, hair pulled back and glasses.

SARAFINA
Sir. We have a problem.

EXT. MINISTRY OF DEFENSE - DAY

Atlas walks toward the truck, Willa standing outside.

Suddenly the traffic seems to finish, expending itself. The
street goes ominously quiet. Atlass antennae go up.

ATLAS
Get in the truck.

She does. He hops into the drivers seat.

INT. TOW TRUCK - SAME

Just then they see a black SUV racing towards them, on a

collision course.

ATLAS
Okay. Get out.

Willa and Barguest jump out. Atlas shoulders open his door,
bolts out just as--

EXT. STREET - SAME

--the SUV UPENDS THE TRUCK, sending it flying through a

storefront window. The SUVs tire getting jammed.

Atlas steps into the street, directly in the path of an

oncoming car. He puts his hand out and BOOM!
 49.

STOPS THE CAR INSTANTLY. The force causes the rear wheels to
lift off the ground, then bounce back. An impression of
Atlass hand on the hood.

The DRIVER sits stunned. Shaking. Atlas comes to his door.

ATLAS
You insured?

The Driver barely manages a nod.

ATLAS
Great. I need to borrow your car.

He opens the door. The Driver, in a state of utter

confusion, gets out, and Atlas gets in. Willa and Barguest
rush over into the passenger side.

Atlas slams the car into gear, tires squealing, and takes
off. SUVs chase.

INT. CAR (DRIVING) - DAY

Atlas spins the wheel, turns down a side street, floors it.
Willa looks out the rear window where the SUVs follow.

WILLA
Who are they?

ATLAS
The Mirror Guard. Immigration and
border control. In charge of
monitoring the Truce between the
humans and Others from this side.

He swerves, driving half on the sidewalk, around traffic.

ATLAS
And theyre not too keen on me, if
you could imagine.

WILLA
Im starting to see a pattern.

EXT. SIDE STREET - SAME

The SUVs are blocked in, two follow. Another splits up, goes
around the block to box them in. Atlas rockets down an --
 50.

ALLEY

Where a garbage truck backs up toward a dumpster, its reverse

caution signal BEEPING. Theyre not going to make it.

The garbage truck lowers its hydraulic lift and locks it

underneath the dumpster, ready to lift it.

Atlas hits the gas and --

--SMASHES RIGHT INTO THE DUMPSTER --

SENDING IT FLYING OUT INTO TRAFFIC WHERE IT BARRELS INTO THE

SUV which careens into a building.

INT. CAR - SAME

Atlas SLAMS ON THE BRAKES, coming to a stop SO THAT THE CAR

IS NOW EXACTLY WHERE THE DUMPSTER WAS -- LINED UP WITH THE
GARBAGE TRUCKS LIFT.

WILLA
Atlas...

ATLAS
Hold on.

EXT. ALLEY - SAME

HYDRAULICS WHIRL AS THE GARBAGE TRUCK LIFTS THE ENTIRE CAR --

BUT INSTEAD OF GOING INTO ITS BIN, THE CAR ROLLS ACROSS THE
TOP OF THE GARBAGE TRUCK -- STOPPING RIGHT SIDE UP ON TOP OF

EXT. ROOFTOP - SAME

The dust settles. Both stare straight ahead. Alive. In the

car. On a roof. A beat.

WILLA
So that happened.

Atlas grins. Yeah. Just then they hear a THUMP-THUMP-THUMP

coming from the sky. Atlass grin fades.

WILLA
Harpies?

ATLAS
I wish.
 51.

A BLACK HELICOPTER hovers up and over them. Its Gatling gun

spins to life, FIRING 1000 rounds a second.

Atlas floors it and takes off, DRIVING ON THE ROOFTOP!

Reaching the edge of the roof, running out of road, a large

billboard directly before them.

ATLAS
Duck.

WILLA
What?

Atlas takes out a spherical blade, aims it right at Willas

head. She ducks. He throws it out her open window and we

FOLLOW THE BLADE

As it whips around, arcing, hitting and slicing through THE

SUPPORT BEAMS OF THE BILLBOARD. Then continues its
trajectory, headed back toward the approaching car where--

INT. CAR - SAME

Atlas catches it as it enters his window.

The billboard TOPPLES, LANDING ACROSS THE GAP, CONNECTING TO

THE ROOF OF THE ADJACENT BUILDING --

-- CREATING A BRIDGE.

The car races over it onto the

NEXT ROOF

Atlas eyes another billboard to the side. Spins the wheel

hard, the car fishtailing on the graveled roof, throwing his
blade, CREATING ANOTHER BRIDGE, and makes it to the

NEXT ROOF

No billboards here.

ATLAS
Crap.

The helicopter moves up on them. Atlas hits the gas, spins

the rear of the car right into an air conditioning unit.

It dislodges from the force and SOARS INTO THE AIR, right at
the chopper that maneuvers away. Buys them a few seconds.
 52.

Atlas guns it straight ahead. Building speed, and THE CAR

FLIES ACROSS A NARROW ALLEY INTO A:

INT. PARKING GARAGE, THIRD FLOOR - SAME

Crashing through the wire rails, spinning, slamming into a

parked car. Screeching tires from below. SUVs move up fast.

Atlas takes them up the ramps, moving through the garage.

The chopper hovers up outside the parking structure, level

after level, FIRING at the car. BULLETS HIT PARKED CARS,
SHREDDING THEM. EXPLODING.

NEXT LEVEL, FORTH FLOOR

Atlas hits the brakes. Throws it in reverse. Nails it. The

car backs straight for a row of parked cars and --

BAM! RAMS THEM. CARS SMASH TOGETHER, ONE AFTER ANOTHER LIKE
AN ACCORDION. The wheels smoke, engine revs, red-lining,
pulling out all the torque and horsepower its got until...

THE ENTIRE ROW OF CARS IS MOVING! SLIDING SIDEWAYS.

Blocking the up ramp and the SUVs.

INT. CAR - SAME

Atlas eases off the gas. Reaches over Willa, opens her door.

ATLAS
Get out.

WILLA
Here?

ATLAS
Barguest will show you the way
back. Go!

Willa and Barguest obey.

INT. PARKING GARAGE, FOURTH FLOOR - SAME

As soon as she steps out, Atlas slings the car into drive and
takes off, leaving her there, approaching the last level.

Barguest makes for the stairs and heads down, Willa

following, disappearing beneath the level just as SUVs come
tearing around the corner after Atlas.
 53.

EXT. PARKING GARAGE, ROOF LEVEL - SAME

No more room to maneuver.

THE CHOPPER

Rises directly before him, hovering over the street. Gatling

gun spinning, shells raining down, smoke and flames ripping
apart the garage.

INT. CAR (DRIVING) - SAME

Atlas jerks the wheel, angling for the railing... In one

motion, he slams the gas, unbuckles his seat belt and presses
the automatic sunroof switch, opening it.

He hits the edge at full speed, bracing himself... SMASHING

through the cement barrier and--

EXT. PARKING GARAGE - SAME

--THE CAR LAUNCHES INTO THE AIR -- Sailing over the alleyway.

CAR

Atlas gets to his feet, climbs up through THE SUNROOF AND

PUSHES HIMSELF OUT, JUMPING!

SKY

HE BARELY CLEARS THE CHOPPERS BLADES AS HES HURTLED ACROSS.

THE CAR FLIES TOWARD THE CHOPPER, SLAMS INTO IT and --

BOOOOM! Mid-air explosion! The fiery wreckage falls.

ATLAS

Is headed straight at a building across the street and --

INT. OFFICE BUILDING - SAME

Employees working their dull jobs behind cubicles when --

-- ATLAS CRASHES THROUGH THE WINDOW! He hits the ground,

rolling, plowing through cubicles, finally comes to a stop.

Heads pop up like gofers above the cubicle walls. Some

stare, others run. Atlas pulls the FIRE ALARM.
 54.

EXT. OFFICE BUILDING - DAY

Employees rush out. A crowd has formed. Mixed in with the

onlookers are MIRROR GUARD, radio mics in their ears.

Atlas flips the collar up on his jacket and walks away,

disappearing around a corner.

INT. MINISTRY OF DEFENSE, GREGORS OFFICE - DAY

Gregor sits behind the desk, looking out the window. The
phone RINGS. He already knows the news.

INT. BRIDGE HOUSE, GARAGE - LATE DAY

The door rises and the battered tow truck pulls in. Side
caved in, tires flat, windows shattered, and making a really
bothersome SQUEALING sound as it moves.

Atlas hops out, taking the entire door with him. Tosses a
bewildered Eldor the keys.

ATLAS
May need to rebalance the tires.
Pulls a little to the left.

And Atlas is headed upstairs, leaving a slack-jawed Eldor

still staring at the truck.

INT. BRIDGE HOUSE, MAIN ROOM - MOMENTS LATER

Atlas comes upstairs where Willa and Barguest await him.

ATLAS
Is there anyone who doesnt want
you dead?

WILLA
I cant think of any, no.

Eldor is close behind.

ELDOR
What business would Finist the
Falcon and the Mirror Guard have?
Like dogs and cats going to the
ballet together.

Atlas stares at him for a beat. Then:

 55.

ATLAS
I have some things to take care of.
Let me know when the trucks fixed.
(to Willa)
You. Stay here. I mean it. And
no snooping.

Willa gives him the thumbs up.

INT. BRIDGE HOUSE, ATLASS ROOM - LATER

Looking out the open door from inside, a view of the hallway.
Willa passes by, looks in, keeps going. A beat.

Willa reemerges in the doorway, enters, looks around. Aka

snooping. The room is sparse. Small bed. And a lone photo
next to it, lit by a candle. Willa kneels, picks it up.

ON THE PHOTO: A handsome man, arm around a woman in an apron.

ELDOR (O.S.)
His parents. My sister.

Willa turns to Eldor standing in the doorway. Caught. He

approaches, takes the photo, looks longingly at it.

ELDOR
He was a knight, Atlas Sr. was.
Did you know that?

She shakes her head no.

INT. BRIDGE HOUSE, GARAGE - LATER

The beat up tow truck is suspended on the hydraulic lift.

Eldor now sits in the drivers seat, beer in hand. Willa is
underneath the chassis, banging away at the engine.

ELDOR
Its true. A knight in the Queens
army. Met my sis on this side.
Saved her from a pack of Sprites,
he did. It was love at first
sight. Course, it was forbidden,
with the Truce, congregating with
humans. So they met in secret,
eventually had Atlas. The Queen
caught on. Dispatched Spring
Heeled Jack.

Willa emerges from under the truck, face smudged with grease.
 56.

WILLA
Try it now.

Eldor cranks the ignition. No go. Willa slides back under.

WILLA
Jack. He killed Atlass parents?

ELDOR
Sentenced to death for their crime.
Atlas, saw it happen. Ayn, his
mom, hid him, entrusted me as his
guardian as it were.

Willa slides out, starting to realize.

WILLA
How old was he?

ELDOR
Bout your age, Id say.

WILLA
Why does he do it? Risk his life
for us?

ELDOR
Thats just it. When he goes out
on the hunt, he isnt looking to
save people, hes looking to kill
Others. Except, that is, for you.

WILLA
Because I remind him of himself, of
what happened to him...

ELDOR
Atlas is special. A hybrid. Half
human, half faerie. They have a
name for him, the Others do.
Puck. He doesnt care for it.
Hates it in fact. Thats his
problem. Every time he kills one
of them, he thinks he kills that
half of himself, the bad half. But
nothing changes. What happened to
him a long time ago still happened.
It made him who he is. You, Willa,
are his salvation.

Willa takes this in.

WILLA
Try it again.
 57.

Eldor turns the key. The engine ROARS to life. He looks at

her, taken aback.

ELDOR
Whered you study?

WILLA
High school.

INT. GREENHOUSE - LATE DAY

Skylar waters flowers, HUMMING to herself. Blue butterflies

in the form of a hand fly over to a water pitcher, grab onto
the handle, and fly to back to Skylar. The butterfly hand
attaches to her wrist, turning to flesh and blood.

ATLAS (O.S.)
Neat trick.

She turns, sees him.

SKYLAR
Heard about your little fender
bender. What kind of trouble have
you gotten yourself into?

ATLAS
Nothing I cant handle.

SKYLAR
All because of this girl. Is she
that important?

ATLAS
Yes. I think so. I dont know.

SKYLAR
Youre giving her too much credit.

ATLAS
You dont know her.

SKYLAR
And you do? That would be a first.
Is that why you came here? To talk
about the slut?

ATLAS
I didnt come here to talk about
the slu-- Willa. I came here...

Hes not totally sure.

 58.

SKYLAR
Because?

ATLAS
You asked me a question earlier.
And you deserve an answer.

SKYLAR
Youre damn right I do.

ATLAS
Wont let it rest, will you?

SKYLAR
No. I cant discard people as
easily as you.

ATLAS
I didnt leave because I stopped
caring, Sky. I never stopped
caring. But what happened to my
parents... I cant let that happen.
Not again. Not to you.

He turns, heads for the door.

SKYLAR
Are you sorry? That you left me?

ATLAS
Everyday.

Her eyes instinctively tear up. And then he leaves the shop.

INT. CLUB FINIST - LATE DAY

Half full with otherworldly customers. Suddenly, bottled

liquor behind the bar and in patrons glasses FREEZES OVER.

The elevator DINGS, doors open. A beat. BUGS crawl out,

building, forming into JACK. Guests get the hell out of his
way, tripping over each other. Jack walks to the train car,
where Finist awaits him.

INT. BRIDGE HOUSE - LATE DAY

The SOUND of a tea kettle steaming. Eldor takes it off the

burner, pours it into two cups. Adds whiskey to his. Hands
the other to Atlas as he joins him at the table.
 59.

His eyes are on Willa - sitting at the control area, using

the security monitors to watch TV: a NEWS REPORT on the crash
& downed helicopter, labelled Training Exercise Gone Awry.

ELDOR
(whispers)
Ive had myself an idea on how to
learn who Willa is. All this talk
about a prophesy and such, well...

ATLAS
Why are you whispering?

ELDOR
I dont want to upset the girl.

WILLA
(calls over)
Upset the girl about what?

ELDOR
Upset? No. Tupset, I believe I
said. Yes, tupset.

WILLA
Whats a tupset?

ELDOR
Why its my set of Tupperware
products. Wish to gander?

WILLA
Not really. Maybe when you two are
done with your Tupperware party, we
can try to find out why magical
creatures are trying to kill me.
Just an idea.

ATLAS
Were working on it.

ELDOR
Well... I had an idea about that,
before you cut me off.

Eldor and Atlas exchange a glance.

ELDOR
You can get your fortune told.

ATLAS
No way in hell. Forget about it.
 60.

WILLA
Yeah, I had my fortune told once at
a party. Didnt really pan out.

ELDOR
She knows prophesies. Means going
into the Epping, it does.

Atlas turns away, cant believe hes hearing this.

WILLA
Who are we talking about?

ATLAS
Not who. What.

ELDOR
She has many names. Arch-crone,
bone mother. Most know her by
Black Annis, the witch.

ATLAS
More bitch then witch. Its too
risky. And theres a price. No.
Well find another way.

WILLA
Dammit, Atlas, they killed my
parents! They killed them, right
in front of me. I watched them die.

That stops him cold.

WILLA
I can't let them get away with
that. Now if you won't help me,
I'll find my own way. But I won't
run and hide. Never.

The two stand there -- locked in this moment.

ATLAS
You open up to that world, you're
inviting whatever's out there in.
It happened to me.

WILLA
I know why you didnt leave me to
die. You think by saving me you
can save yourself. But it doesnt
work like that. Im not you.

Willa stalks up to her room, slams the door. Atlas walks to

the workbench and gets to work on repairing his weapons.
 61.

ELDOR
Atlas--

ATLAS
Not now, Eldor. Have another beer.

ELDOR
Hey! Im still your uncle, drunk
or no, and you will listen to me!

Atlas looks up at him, startled by the mans verve. Eldors

having a moment of clarity, and he isnt going to waste it.

ELDOR
I let you find your own path. I
let you go out there every night
because its what youre meant to
do. Dont take that away from her.

ATLAS
Shes just a girl.

ELDOR
And you were just a boy. Its her
choice, Atlas. Not yours. Im
telling you this because I love you
like a son. Always will.

Eldor throws on his coat.

ELDOR
Im off to the pub, then. Give you
some time alone, how you like.
Barguest, come.

And with that, Eldor heads out, Barguest joining. The DYING
SUN streams through windows, painting Atlass face amber-red
as hes left with the bitter sting of Eldors words.

INT. BRIDGE HOUSE, BEDROOM - LATER

Willa on the bed. A KNOCK on the door. Atlas enters. She

turns her back to him.

ATLAS
You do this, there's no turning
back. The world as you know it,
and your life in it, is over.

She turns to him, sits on the edge of the bed.

 62.

ATLAS
You ready to walk through that
door?

Willa never blinks as she nods in agreement. Atlas continues

to stare at her, taking her measure theres a strength in
this girls eyes, she has an old soul, the soul of a fighter
and Atlas recognizes it. Sees himself in her at that age.

ATLAS
All right, then listen up...

EXT. EPPING FOREST - NIGHT

Full of shifting trees and bogs. SHADOWS loom everywhere.

Atlas and Willa trek through. Its cold, breath visible.

ATLAS
There are rules you need to follow.
Three of em. First, dont show
fear. She thrives on it, and
shell own you.

WILLA
No fear. Got it.

ATLAS
Second, dont look directly at her.
No matter what.

WILLA
Do I turn to stone or something?

ATLAS
(matter-of-fact)
Yes. Third, final rule, whatever
happens, whatever you see in there,
forget it the moment you leave.

WILLA
Already forgotten.

Lights up ahead, and as they near, they see that they are
GLOWING BALLS OF LIGHT known as WILL O WISPS.

WILLA
What are they?

ATLAS
Will o Wisps. Souls of Others who
were killed in the human world.
Those who had souls, anyway. Now
theyre trapped here.
 63.

WILLA
What are they doing?

ATLAS
Black Annis doesnt exactly
advertise her services. The Wisps
will show us the way.

They follow as the Wisps dart in between trees, moving into

DEEPER FOREST

The Wisps all stop and quickly scatter.

ATLAS
Were here.

Atlas and Willa arrive at a fence made of bones, topped with

skulls whose blazing eye sockets illuminate the darkness.

WILLA
Okay. I changed my mind.

ATLAS
Too late.

Atlas opens the bone fence door and they step in.

EXT. BLACK ANNIS CABIN - SAME

Within the fence lies a rickety old cabin on chicken legs

with no windows or doors. A brick chimney juts out, black
smoke rising. The cabin seems to shift slightly, as if it
alive, in slumber. A creepy image.

ATLAS
Hut, o hut, turn your back to the
woods, your front to me.

With the saying, the cabin spins around with blood-curdling

wild SCREECHES and CREAKINGS and comes to a stop to face the
visitors, where it lowers itself down on its chicken legs and
throws open its now visible door.

ATLAS
Stay close. And whatever you do,
dont scream.

Atlas ascends the steps and enters the cabin. Willa, on

edge, reluctantly follows.
 64.

INT. BLACK ANNIS CABIN

As soon as they enter, the door disappears into the wall.

The entire cabin shifts, moving on its own.

ODD ITEMS everywhere: a collection of bones, shrunken heads,

divining rods. Jars hang from the ceiling, containing
different potions, slimy bits of some animal or plant.

ANCIENT CHARTS drape the walls while gleaming SPHERES OF SPUN

GLASS ORBIT one another silently. A small wood burning oven
illuminates the interior and puffs out smoke. Red sticks
burn, sending wispy tendrils of incense into the air.

BLACK ANNIS (O.S.)

I was wondering when you would
come... like the rising of the sun.

ATLAS
Yeah, forgot to mention, she speaks
in rhymes and riddles. Its
annoying.
(to Annis)
All right, witch. Lets get this
over with.

We hear MOVEMENT in the corner where a pair of RED EYES

pierce the gloom -- and even though she remains partially
shadowed, this bitch has to be the scariest motherfucker ever
seen -- iron teeth, pointy nose, hunched back, blue skin...

The witch, BLACK ANNIS.

BLACK ANNIS
Welcome, my child...

A hand emerges from the darkness, elongated, skeletal. Willa

wants to run. She fights to keep from flinching as a taloned
finger points directly at her, eyes averted from the witch.

BLACK ANNIS
Come to see your past, have we?
Fast and fast and fast and fast.

Three bodiless pairs of HANDS appear out of thin air to do

her bidding, moving items, stirring the fire.

WILLA
(teeth chattering)
What will I see?

ATLAS
Whatever you need to.
 65.

WILLA
Will it hurt?

His eyes say it all. Enough.

BLACK ANNIS
Your hands, child...

Willa looks to Atlas who nods his approval. Willa places her
shaking hands on top of Back Annis.

BLACK ANNIS
Now close your eyes...

She does. In a flash, Black Annis fingers clamp down onto

Willas hands like a vice, sickly yellow nails breaking skin.
Willa winces as her hands begin to bleed. Candles FLARE,
burning down to nothing.

BLACK VEINS form on the witchs hands, traveling up her arms,

to her neck, her face, pulsating, carrying information.

FLASHES OF IMAGES

- Strobe the subconscious, Willas life flashing before her

eyes in rapid succession, in reverse, from recent to past:

- Queen Titania sending Jack through the mirror. The Queen

killing King Oberon in his sleep. The Crabapples fleeing to
the human world through a mirror. Handing her to the
Crabapples. The King sneaking baby Willa from the castle.
The Queen with Black Annis, a prophesy told. Willa born to
the Queen.

BLACK ANNIS

Scurries back, away from Willa, falling into shadow.

BLACK ANNIS
It is you... Princess Willa...

Willa runs out the door. Atlas falters, his mind reeling.

ATLAS
Princess?

He goes to follow when Annis grabs his arm, stopping him.

BLACK ANNIS
Shes the key, the harbinger of
things to come. Her heart, from
royalty, must be kept mum.
 66.

ATLAS
What about it?

BLACK ANNIS
It will open the gateways and let
them through, all this to be true.

ATLAS
Let who through?

BLACK ANNIS
All of them.

Atlas stares at her, mind racing.

BLACK ANNIS
Know this -- if you cannot defeat
them, then the girl must die. You
are the one to do it, not I. As
the clock strikes twelve, with no
one left to fend, this world will
come to an end.

EXT. EPPING FOREST, BLACK ANNIS CABIN - SAME

Willa moves away, stumbling, falling to her knees, trying to

catch her breath. Atlas hurries out after.

WILLA
Im not a princess. I cant be.
Im a 16 year old girl with acne
and contacts. Why did you bring me
here? Why did you do this to me?

She breaks down.

WILLA
Youre not such a good fellow.

ATLAS
I know. Lets get you home.

He takes her hand and helps her up and out of the woods.

DISSOLVE TO:

INT. BRIDGE HOUSE, LIBRARY - MORNING

Atlas is up on the ladder, searching through books and

scrolls on the high shelves. He tosses a book down, where
Eldor clumsily catches it, puts it on the table, next to
where Willa is sitting.
 67.

ELDOR
Never meet a princess before.

WILLA
Me neither.

Atlas finds another book, flings it over his back. Eldor

hurries forward, snags it.

ATLAS
Black Annis talked about a
prophesy, a way to open gateways.

He tosses another book. Eldor runs, catches it.

ELDOR
Gateways, as in mirrors?

Atlas climbs down the ladder, joins them at the table.

ATLAS
Makes sense. Think about it, what
is it the Queen wants more then
anything?

ELDOR
Back into the human world.

WILLA
But why? Whats so great about
this world.

ATLAS
The mirror world is only a shadow
of this one, created by powerful
magic to contain Others. A prison.

ELDOR
Because magic was created here,
its also stronger here. And
thats their lifeline.

ATLAS
Unlimited magic. Not good. Start
reading. See what you can find.

Eldor and Willa look at the pile of books.

ELDOR
All of these?

ATLAS
Yes, Eldor. All of them.
 68.

WILLA
Princesses dont read.

ATLAS
You said you wanted to be active.

An ALARM sounds.

ELDOR
Perimeter breach.

Barguest takes off. Atlas close behind.

INT. BRIDGE HOUSE, GARAGE - MOMENTS LATER

Atlas runs downstairs, gun ready, to find Barguest standing

atop Drumble, who is lying on the floor.

ATLAS
Drumble?

DRUMBLE
Please dont tell him to rollover.
Please dont tell him to rollover.
Please dont tell him to--

ATLAS
Barguest, let up.

Barguest jumps off and runs to Atlass side. Drumble lets

out a sigh of relief, gets to his feet.

DRUMBLE
Got your Zips.

He retrieves the fallen birdcage containing a dozen Zips.

ATLAS
Making house calls now?

DRUMBLE
I did like you said, keeping my ear
to the street and, well, I got a
bite. But its gonna cost you.

ATLAS
What do you want? Money?

DRUMBLE
Protection.

Atlas considers.
 69.

INT. BRIDGE HOUSE - MOMENTS LATER

As Willa moves down the stairs, VOICES come from below. She
stops and listens in on the conversation.

Drumble is now seated at the table. Eldor at the other side,

with Atlas pacing. Barguest keeps his eyes on Drumble.

ATLAS
Go on. Tell him what you told me.

DRUMBLE
Jack. I know where hes staying...
the West End.

ELDOR
West End? Only thing there is...

ATLAS
Ministry of Defense.

ELDOR
Others working with the Mirror
Guard? Whats the world coming to?

DRUMBLE
Shes assembling an army. The
Queen wants this world back.

ELDOR
Impossible. They cant open enough
doors at the same time to get here.

ATLAS
Unless they had a key... Willa.

It all hits them, the scope of it, the stakes.

ELDOR
What do we do? Storm the place,
unleash the fury?

ATLAS
Unleash the fury?

ELDOR
If the prophesy cant be stopped,
then you have to kill Willa. Are
you ready to do that?

ATLAS
It wont come to that. I wont let
it. Get Willa. She needs to know.
 70.

Eldor makes for the stairs. Atlas grabs his gear, noticing
that one of his SWORDS IS MISSING. Eldor hurries back down.

ELDOR
Shes gone.

ATLAS
So is one of my swords.

DRUMBLE
That cant be good.

ELDOR
What does she plan on doing,
stopping the prophesy herself?

DRUMBLE
Going after Jack, most likely.

Eldor and Atlas both look at Drumble. Know hes right.

ATLAS
Ill find her. Keep looking through
the books. Find us some answers.

Eldor heads upstairs to the library. Atlas grabs his gear.

DRUMBLE
What about me? Whos going to
protect me?

ATLAS
Who do you think?

Atlas disappear downstairs. Drumble hears PANTING. Turns to

Barguest, his protector, sitting right next to him.

INT. MINISTRY OF DEFENSE, LOBBY - EVENING

Busy with employees and guests. A DESK GUARD eyes the crowd
and live security feeds on MONITORS. We spot one person out
of place - Willa, blending in, passing the guard unnoticed.

INT. MINISTRY OF DEFENSE, TOP FLOOR - EVENING

Willa passing the water cooler, cubicles, to the corner

office, placard reads: R. GREGOR. She takes out the sword
from beneath her coat.
 71.

INT. MINISTRY OF DEFENSE, GREGORS OFFICE

Willa enters, closes the door. Sees the collage on the wall,
and her own photo up there. Tears it down, crumpling it.
She searches through his desk, the files.

Doesnt notice the door -- slowly opening... She suddenly

looks up. The door is open, but no one is there.

A figure now stands behind her. Gregor.

GREGOR
Hello, Willa.

EXT. CITY STREETS - EVENING

As the sun disappears, Atlas pilots the truck through

traffic, heading for the West End.

INT. MINISTRY OF DEFENSE, BASEMENT - NIGHT

Willa is led down the hall and into a room, thrown to the
floor. Gregor, Sarafina and the Agents lock it behind her.

GREGOR
Inform the Queen.

INT. MINISTRY OF DEFENSE, BASEMENT ROOM

A dark room. The same location we saw Jack before. Willa

looks around, surrounded by the light from the sconce above,
the rest of the room trailing into darkness.

A bug crawls across her hand. She jerks it away, noticing

BUGS everywhere, on the move toward the shadows before her.

And something SHIFTING in that darkness. Willa is frozen as

the shape takes form and steps from the darkness, face hidden
beneath its black hood. Her breath plumes in cold vapor.

WILLA
Oh no...

Jack. The folds of his hood TREMBLE. A CHILL, RATTLING

INTAKE OF AIR, rippling the air with heat.

A SOUND SWELLS in Willas ears. Eerie. Painful. A MAN and

WOMAN SCREAMING. Her parents. Willas eyes roll up, eyelids
fluttering.
 72.

And then... a SILVERY WHITE LIGHT drifts from her mouth. The
world spins off its axis and Willa falls... tumbling hard to
the ground... jaw twitching. THUNDER CRACKS. LIGHTNING
paints the windows white, then black.

Jack traps Willa to the ground, kneeling over her, faces an

inch apart. Her skin turning white and grey. Dark circles
forming under her eyes. The life sucked out of her when--

LIGHTNING STRIKES, flashing the inside the room, revealing

Atlas right there. Then black.

Another flash of lighting -- Atlas lifting his gun -- Jack

swings his head around and --

BLAM! Atlas FIRES his gun point-blank into Jack's face,

blasting him backwards --

Knocks him off Willa, who begins to breath again, color

coming back in her face.

BAM - BAM - BAM! Atlas FIRES repeatedly. Zips rip into

Jack, BLEEDING BUGS. But Jack is back on his feet in a split-
second, moving like a hurricane, tearing right through the
wall and outside.

Willa disappears in Atlass arms. Head buried in his chest.

WILLA
I wanted to help. Im sorry.

ATLAS
I know. Get the truck. Get home.

He tosses her the keys and runs out after Jack.

EXT. MINISTRY OF DEFENSE, ALLEY - NIGHT

Jack moves with inhuman speed, effortlessly LEAPS a chain

link fence. Atlas turns the corner into the alley, follows,
catching sight of Jack rushing out into --

EXT. STREET MARKET - NIGHT

Atlas gaining, moving fast, BATTERING ASIDE pedestrians and

street performers, SMASHING through and over crowded stalls.
 73.

EXT. BUSY STREET - NIGHT

Jack emerges, four lanes of rush-hour traffic WHIZZING PAST.

Abruptly, he cuts into the traffic, LEAPING atop the hood of
an oncoming car. The car's HORN sounds, brakes SQUEAL.

Atlas follows, jumps onto the hood of another car. More

HORNS. They race across the flowing traffic, using the cars
like moving stepping stones. Denting roofs, CRACKING a
windshield -- causing general chaos. Cars brake -- SLIDE
into each other.

ON THE OTHER SIDE OF THE STREET

Jack mounts the steps of an older hotel, THUNDERS his way

through the main entrance --

INT. HOTEL, STAIRWELL/CORRIDOR - NIGHT

Atlas is on Jack like a shadow. We're internal now. Chaos.

A BARKING DOG darting from a doorway. Up ahead, a BELLHOP
has been knocked over.

An insane dash up two flights of stairs, then down a hall,

passing MORE HOTEL GUESTS and EMPLOYEES. Somewhere, a WOMAN
SCREAMS. GLASS BREAKING and -- there's another open door --

INT. HOTEL, ROOM - SAME

-- Atlas tears inside, passing a HYSTERICAL WOMAN. He sees

Jack just as he SMASHES through a window onto the fire escape
beyond. Atlas rushes to the window, looks out --

ATLAS'S POV

Jack scales his way straight up the neon HOTEL SIGN extending
out from the corner of the building, jumping from one 10-foot
letter to the next with lightning speed.

EXT. HOTEL, HOTEL SIGN - SAME

Atlas steps out onto the fire escape, leaps and grabs onto
the L of the hotel sign. A CLOUD OF PIGEONS take wing,
flapping frenetically about, blinding him.

CRASH! JACK HAS DISLODGED THE "O" FROM THE SIGN. It comes
HURTLING towards Atlas, who times it, jumps!

ATLAS PASSES RIGHT THROUGH THE MIDDLE OF THE O--

 74.

Grabbing onto the bottom of the E and continuing up after

his prey, reaching the section where the O once was, a ten
foot bare wall between him and the next letter.

EXT. HOTEL, STREET - SAME

The "O" continues falling, SMASHING down into the street,

just near the tow truck

As Willa slams on the brakes, stopping mere inches from the

wreckage. She peers out the window, up at:

EXT. HOTEL, HOTEL SIGN - NIGHT

Atlas kneels, then jumps straight up, fingertips catching the

H. He pulls himself up. As he reaches the top, Atlas
jumps, catching the edge of the roof above him --

EXT. HOTEL, ROOFTOP - NIGHT

-- FLIPPING himself over and onto the roof. Drawing his

sword, quickly scanning the area.

UP AHEAD, Jack stops, having reached the roofs end. The

nearest neighboring rooftop is too far, even for Jack.

Atlas advances, Jack turns and smiles, flames drifting out in

vapors -- a wolfish grin, unnaturally wide. Then JUMPS,
landing five stories below.

EXT. ALLEY - NIGHT

Seconds later, Atlas jumps down, scans for Jack. He stops,

taken aback. This place Jack led him, its familiar --

CLOSE ON ATLASS FACE

We hear the SOUNDS OF VIOLENCE -- ECHOING SCREAMS, GUNSHOTS,

as GHOSTLY IMAGES BEGIN TO TAKE FORM:

A MAN and WOMAN hiding in this very alley -- his parents,

ATLAS GOODFELLOW SR. & AYN ANGELBY. They move about him as
if he werent there, like a residual haunting. With them is
a young ATLAS at age 16.

ATLAS SR.
Atlas, I want you to listen. No
matter what anyone says, youre
special. Never stop fighting.
 75.

AYN
We love you. So much.

Atlas watches as his parents lead his younger self behind a

dumpster, where he stays hidden.

Atlas turns as Jack enters, hands sprouting metallic claws.

ATLAS
Behind you! No!

But they cant hear him. He closes his eyes, unable to

watch. The IMAGE FADES and we are left with Atlas. These
are his thoughts. The inner demons he is constantly trying
to tame. The sounds of SCREAMS CRESCENDO and --

Atlas opens his eyes, listens. Somethings wrong. He turns

and WHACK! Hit with brutal force in the face, falling to the
ground.

Jack is there, moving in. Metallic claws extending down his

hands. Atlas lunges at Jack and the battle begins.

The pace of the combat is staggering, the physical power

stunning. Atlas springs to his feet and swings his swords at
Jack, again and again, a blur of metal and light.

Jack, despite his size, is a swift and elegant fighter. He

circles just out of reach as the swords slash past his face.

Jack grabs Atlass arms, swords falling to the wayside.

Faces a half foot apart. Jack gears up to spit fire. With
no room to dodge, Atlas drives his head forward, smashing
Jacks face. Jack stagers back, mask cracked.

Atlas swings, misses. Jack spins, catching Atlas unguarded

and --

FWAK! Stabs a metal claw into Atlass shoulder. Atlas

SCREAMS. Jack twists and BREAKS THE CLAW OFF, embedded into
Atlass body.

Atlas hits the ground. He reaches around but cant get to

the claw. As he struggles to his feet, Jack kicks out his
legs and drops him again. Atlas tries to crawl away. Jack
lifts his heavy boot and brings it down hard on Atlass back.

Another claw extends on Jacks hand. He lines it up for the

death blow, right at the back of Atlass neck when--

Hes hit from behind by blinding lights -- the high beams of

the tow truck. He has an instant to react before--
 76.

BOOM! The truck hits him head on, drives him back and SLAMS
him into the brick wall. The engine smokes, clouds the area.

ATLAS

Tries to move. Vision is darkening. Everything a blur. And

a figure walking up to him, coming into focus, kneeling next
to him - WILLA. Her voice is distorted, becoming clear --

WILLA
Atlas? Can you hear me?

ATLAS
Told you to get back to the house.

WILLA
Yeah, well, I ignored it. Come on,
give me your hand.

He does. She wraps it around her shoulder and helps Atlas up

to his feet. She leads him across the sidewalk to the stairs
leading to the Underground subway.

INT. TRAIN CAR - NIGHT

Willa helps Atlas inside. He sinks to the floor of the

otherwise deserted car, exhausted, pained.

WILLA
Im getting tired of saving your
ass.

Atlas smiles. Willa gets a good look at his wounds -- the

back of his jacket is soaked in blood. She reaches for him --

WILLA
Does it hurt terribly?

ATLAS
Stings a bit, yeah.

Atlas tries to maneuver his hand to his shoulder, but because

of his wounds, he's not having much luck --

ATLAS
(frustrated)
I need help--

WILLA
You? Asking for help? Thats a
first.
 77.

Atlas struggles out of his jacket, exposes his shoulder. The

skin is torn up, bloody. Broken metal claw lodged in there.

Willa pauses - a lot of other old scars cover Atlass back.

Past battles, past defeats. This is his world.

ATLAS
You have to pull the metal out.

WILLA
Shouldnt we wait for Eldor...?

ATLAS
Im not going to last that long.
You can do this.

WILLA
I cant.

Atlass hand clamps down on hers. He looks into her eyes.

She holds his gaze.

ATLAS
You can do this.

He leads her hand to his shoulder. She struggles to keep her

eyes open. Digs her fingers in, grossed out. Atlas grits
his teeth in pain.

WILLA
I think I have it.

ATLAS
Pull it out.

She uses her fingers, pulls hard. Atlas grimaces. The

broken claw comes out with a THUNK, clatters to the floor.
Blood comes pouring out now.

Willa presses her hand against the wound, trying to stop the
bleeding, but a puddle is forming beneath them. Atlas slumps
forward. The world around him growing dark and heavy.

WILLA
Atlas? No, no, no. Stay with me.

She shakes him but hes out.

INT. FLOWER SHOP - NIGHT

Dark, closed for business. Two figures appear on the other

side of the door, obscured through curtains. Doorbell RINGS.
 78.

SKYLAR (O.S.)
Were closed.

Ding dong. Skylar emerges, walks to the door, parts the

curtain. Goes white. Hurries to unlock the door.

SKYLAR
Oh my god...

Willa and Atlas tumble in. Atlas is out, blood everywhere.

INT. BRIDGE HOUSE, ATLASS ROOM - DAY

Atlas lies atop his bed. Hes out like a light. Shirt off,
shoulder wrapped up in bandages. He looks like hell, but
better then before. Skylar is by his side. His eyes open...

SKYLAR
Messed yourself up good this time.

ATLAS
Looks like.

SKYLAR
Youre a right asshole, you know
that? You almost died.

ATLAS
Im sorry.

She nods. She knows.

SKYLAR
I have to get back to the shop, so--

Turns to walk away. Atlas grabs her hand. She turns to him.

ATLAS
Im sorry...

...for everything. And he means it. Skylar can see it in

his eyes, heartfelt, what shes been waiting to hear. Her
eyes tear up.

SKYLAR
Dont break her heart too.

She turns away before he can see it, and walks out.
 79.

INT. BRIDGE HOUSE, MAIN ROOM - LATER

Drumble is in the same exact spot as before. Barguest as

well, still staring. Atlas comes downstairs, passing them.

ATLAS
Barguest, take a break, huh.

Barguest moves off. Drumble sprints to the bathroom. Atlas

moves to the table where Eldor is reading from the book pile.

ATLAS
What the hell is that?

He stares at Eldors hair, and the single BRAID in it.

ELDOR
What?

ATLAS
You have a braid. In your hair.

ELDOR
Fancy it, do you?

ATLAS
Youre doing each others hair now?

Atlas takes a seat at the table. Looks around, confused.

ATLAS
Somethings different.
(realizes)
Oh no. She cleaned.

Just then, Barguest trots by, also has a braid in his hair.

ELDOR
Did you know we had a vacuum? I
had no idea.

ATLAS
I hate her.

ELDOR
Of course you do. Girl saved your
life, you know?

ATLAS
Yeah, well, I saved hers first.
Hows the reading?
 80.

ELDOR
Sucks to all hell. But...
(slides Atlas book)
Take a look. Found an old passage
about the looking glass and key.

ON THE BOOK: a PHOTO of a mirror surrounded by otherworldly

symbols, a virgin sacrifice lying atop it, and a cloaked
figure cutting out her heart.

ATLAS
Well that cant be good.

ELDOR
Says to open all the gateways, i.e.
mirrors, you need to use the
beating heart of a pure blood line.

ATLAS
Royalty.

ELDOR
And thatd be our princess. It
also says how to beat it, but its
vague, as usual. I swear, if they
would for once just spell it out--

ATLAS
Eldor. Focus.

ELDOR
If her heart is pure, she can fight
it. Take control. See? Vague.

ATLAS
Lets keep this from Willa.

ELDOR
Sound advice.

A KNOCK at the door. Atlas bolts up, grabs his gun. Willa
hurries down the stairs, past Atlas, straight for the door.

WILLA
Easy, tiger. Its for me.

Willa answers the door to find a pizza DELIVERY GUY outside,

holding a box of pizza. He looks around the place.

DELIVERY GUY
Thought this was a prank call. I
didnt know anyone lived here.
 81.

WILLA
I know, right?

ATLAS
Thats kind of the point.

Willa takes the box and is off, leaving Atlas with the bill.
Atlas tosses him some cash, slams the door. Drumble rushes
past, takes a seat at the table, starving.

WILLA
Did you wash your hands?

He nods. Lies. Willa studies him. He pouts, gets up and

moves to the sink.

EXT. BRIDGE HOUSE - EVENING

The pizza delivery guy walks toward his car. He glances over
his shoulder, makes sure its clear, then reaches under his
collar, taking out a radio earpiece, puts it in his ear.

DELIVERY GUY
(into mic)
Its clear.

He gets in his car, drives out of the lot onto the street,
passing dozens of black cars and vans. Mirror Guard.

INT. BRIDGE HOUSE - EVENING

The group sits at the table, eating. Barguest included. No

one is talking. Just uncomfortable silence.

ELDOR
Atlas isnt his first name, you
know?

Atlas almost chokes on his food.

ATLAS
You sonofabitch...

WILLA
It isnt?

ELDOR
Nope. Its his middle name.

DRUMBLE
So what is it?
 82.

ATLAS
Eldor. Dont you dare.

Eldor gives in to Atlass stare down. Back to eating,

silence. Then:

ELDOR
Robin.

Atlas throws his food down, sits back, arms crossed. Pissed.

ELDOR
Robin Atlas Goodfellow. Junior.

Willa cant hold it in, bursts out LAUGHING. Drumble and

Eldor too. Atlas just shakes his head. Barguest snaps up,
ears perked. BARKS.

ATLAS
You too?

He stands, GROWLING at the door. This is something else.

ATLAS
Get Willa out of here.

All the lights go out, POWER SHUTTING DOWN. Atlas grabs his
gear from the arsenal. Drumbles off running. Eldor darts
to the controls, running on generators, checks monitors.

ELDOR
They cut the alarms, power. How
did they find us?

WILLA
What about the protection spells?

ATLAS
It only works against Others. Not
Mirror Guard.

CRASH! Gas canisters are fired through windows, filling the

place up with smoke. Just then, BOOM! The entire house
shakes. Windows shatter out, doors EXPLODE off their hinges.

MIRROR GUARD storm in wearing battle gear and gas masks.

ATLAS
Out the back. Go!

Willa does as told. Eldor triggers the FAIL-SAFES. Counting

down: 00:30. 00:29. 00:28...
 83.

EXT. BRIDGE HOUSE - SAME

Black SUVs sweep in, SIRENS blaring, deploying a small army

of AGENTS. Gregor and Sarafina emerge from an unmarked,
brandishing Zip guns. Gregor barks orders into a radio.

GREGOR
(into radio)
We need the girl alive. Everyone
else is a target. Lets go!

As the Mirror Guard storm the bridge house.

LOT

Cars speed toward the house when -- BOOM BOOM BOOM -- those
abandoned cars EXPLODE, tossing cars to their sides.

BRIDGE

More SUVs speed across. Snipers taking up positions when--

the BRIDGE RISES, parting, angling up. Cars roll into the
gap, crashing to the river. Agents run, slide, tumble down.

INT. BRIDGE HOUSE

Filling up with gas. Agents etch out the otherworld symbols

above the doors. Coughing and half-blind, Atlas BRAWLS with
a dozen agents, sending them flying in all directions. He
grabs one, head-butts him, THROWS him into two others --

Then he reaches for another, TOSSING him through a window,

out into the river below.

ELDOR
Atlas! Thirty seconds!

Eldor is off downstairs. Two Agents rush Atlas, tackle him.

EXT. BRIDGE HOUSE, REAR - SAME

Eldor, Willa, Drumble and Barguest exit the rear doors where
old rowboats are stacked. Eldor turns one over, drags it
into the water.

WILLA
Wheres Atlas?

ELDOR
On his way.
 84.

CRASH! Atlas and Agents come FLYING DOWN in a spray of

glass, landing hard on the dock. He unleashes his swords.
Agents get cut apart, falling in a heap. Then something odd
happens...

They dissolve into LEAVES.

INT. BRIDGE HOUSE, MAIN ROOM - SAME

On the computers: 00:03. 00:02. 00:01. Timer reaches zero.

A SERIES OF EXPLOSIONS - rock the bridge house.

EXT. BOAT, RIVER - SAME

CLOUDS OF FIRE and FLAMING DEBRIS MUSHROOM OUTWARD.

WILLA
They turned to leaves. Those were
Others. What does it mean?

ATLAS
Means the rules have changed.

DRUMBLE
So if you can drop me off at the
next port, that would be great.

They watch as the bridge house burns down.

EXT. BRIDGE HOUSE - SAME

Gregor and Sarafina watch the mess unfurl before them.

Gregor gets in his car and drives off. Sarafina watches.

INT. GREENHOUSE - NIGHT

The flowers sleep peacefully. Unfortunately, no one else

will be tonight. Atlas and Willa are near the entrance.

WILLA
I want you to know... youre not
one of them. Ive seen them, and
youre not it. And if it comes
down to it, the prophecy and all,
and you have to kill me to save
this world, I want you to do it.

Atlas is taken aback by her words.

 85.

ATLAS
I have something for you though.

WILLA
A present?

She smiles, anxious, expecting something great. Holds out

her hands. Closes her eyes. Atlas stares at her, shakes his
head. Then places her gift on her hands.

She opens her eyes on a plain SILVER SPOON. Her smile fades.

WILLA
Wow. Its a spoon. How did you
know? Its what Ive always
wanted. Yippee.

ATLAS
Itll keep you safe.

WILLA
A spoon?

ATLAS
Yes, a spoon. Keep it on you at
all times. If it changes color,
let me know.

WILLA
Right...

ATLAS
Im serious.

WILLA
Uh huh.

ATLAS
Whatever.

Atlas heads for the door, passes Skylar. She takes his hand.

ATLAS
Keep her safe.

She nods, worried about him. Atlas hurries out.

EXT. FLOWER SHOP - MOMENTS LATER

Atlas joins Eldor and Barguest who wait for him in the truck.
He shares a look with them, then starts her up. Looks back
once more at the flower shop, then pulls out.
 86.

INT. GREENHOUSE - NIGHT

Skylar hands Willa a glass of water from a pitcher.

WILLA
I only drink bottled water.

SKYLAR
Ill have you know this is the
finest dew on Earth.

WILLA
Dew? As in rain? Im not drinking
rain water.

SKYLAR
Suit yourself.

WILLA
Youre supposed to be nice to me.
Im a princess, you know.

SKYLAR
A slut princess, maybe.

WILLA
Okay, enough with the slut talk.
Look, if you still like Atlas, tell
him. He still likes you.

SKYLAR
Pfft. Like I care.
(beat)
Why do you say that?

WILLA
The way he looks at you. Its how
my dad used to look at my mom.

SKYLAR
Im sorry about your loss. I often
find that a nice cup of dew
brightens the mood.

WILLA
Under no circumstance am I
consuming dew. Not ever.

SKYLAR
Fine!

WILLA
Fine!
 87.

They sit in silence, turned away from one another.

EXT. CLUB FINIST - NIGHT

The tow truck pulls up. Atlas gets out as Eldor and Barguest
watch. He walks to the two Ogre bouncers, blocking his path.

INT. CLUB FINIST, ENTRANCE - MOMENTS LATER

Their silhouettes looking through the opaque doors. A blade

slicing through the air. A beat. The doors open and Atlas
walks in, stepping over the newly created piles of leaves.

INT. CLUB FINIST - MOMENTS LATER

Elevator doors open. Patrons go quiet, heads turning as

Atlas enters, taking out his guns for all to see.

ATLAS
Out. Now.

They scramble for the exits. Behind the counter, the tusked
Bartender reaches for a weapon. Atlass sword cuts off his
hand. Gun aimed at his head. Atlas shakes his head no.

ATLAS
Youve got ten seconds.

The Bartender runs, stumbling towards the door. Despite his

promise, Atlas lifts his gun. Without looking, he FIRES a
Zip. We HEAR the bartender drop and POOF.

INT. CLUB FINIST, TRAIN CAR - MOMENTS LATER

Finist steps to the door, ready to battle when... BOOM!

BOOM! BOOM! The door is pounded out, denting inwards.
Finist backs away as the door comes CAVING IN, glass and
steel following. Finist flies back into the wall.

Reveal Atlas, holding the Ogre, using its head as a battering

ram. Job done, Atlas drops the Ogre and steps in.

FINIST
I didnt rat you out, I swear--

Suddenly Atlass gun comes down hard. WHACK! As Finists

vision explodes...
 88.

INT. SUBWAY TUNNEL - LATER

Finist wakes. The first thing he sees is that he is tied to

the front of the train car. His vision clears, now trained
on Atlas, coat off, so as not to get it bloody.

ATLAS
Are we back? Can you hear me?

Finist nods, the pain in his head blinding.

ATLAS
Im going to ask questions. Youre
going to answer them. Lie, Ill
know, and youll suffer for it.
(beat)
The Mirror Guard working with
Others. What was your part in it?

FINIST
I cant.

Atlas takes out a dagger. Finist winces at the sound.

ATLAS
You sure?

Sweat drips down his forehead. He tries to master his fear.

Swallows dry. And Atlas looking at him, devoid of emotion.

FINIST
I brokered the deal between them,
thats all. The Queen wants the
girl, the one youre protecting.
Gregor agreed to help.

ATLAS
In exchange for what?

FINIST
Passage. He knows he cant win
when the war comes. He wants to
save his ass.

ATLAS
By joining up with the Queen?

FINIST
Dont you get it? A wars coming.
And theres no way to stop it.

Atlas stands, puts his jacket back on. Its over.

 89.

ATLAS
Last question. What do you get out
of it?

FINIST
Whatever I want.

ATLAS
Shouldve asked for more.

He reaches into the train car, releases the emergency brake

lever, putting the train car into neutral.

FINIST
No. You cant do this!

ATLAS
Shouldve thought of that before
you told them where I lived.

FINIST
Youre one of us, Puck!

ATLAS
There you go with the name calling
again. Listen here. There is no
us. Theres you and theres me,
and in a minute, just me.

Atlas pushes the train car into motion. As it travels across

the rails, it picks up steam. And he walks away.

THE TRAIN

rockets through the tunnel, moving around a curve when a

faint light is seen from the other end. Growing brighter.
And louder. ANOTHER TRAIN, headed for a head on collision.

Finist struggles to get free. He can see the train now,

lights blinding. He SCREAMS, barely audible over the roar--

EXT. CLUB FINIST - NIGHT

Atlas exits toward the tow truck. Behind him, KABOOM! The
entire place shakes, replaced a second later by a wall of
FIRE, decimating the club. Atlas hops in the truck.

ELDOR
Waste of good liquor if you ask me.

And he drives off.

 90.

INT. MINISTRY OF DEFENSE, GREGORS OFFICE - NIGHT

Agent Sarafina enters the darkened office, walks to the desk

with a panoramic of the city beyond. As she sits, she hears
a CRUNCH. She readjusts, reaching underneath, pulling out a
lone LEAF on the chair. Takes a beat to realize, then:

ATLAS (O.S.)
Where is he?

Her head whips to Atlas, standing in the corner, in shadow.

SARAFINA
Not here. Gone.

ATLAS
Gone where?

SARAFINA
To the other side.

Atlas looks her over.

ATLAS
Agent...
(looks at her badge)
Sarafina, is it? How long have you
been with the Mirror Guard?

SARAFINA
Not long.

ATLAS
Do they know what you are?

He nods to her SHADOW on the floor -- in the shape of a

maligned creature, not matching up with her human form.

She smiles, showing jagged teeth. Caught. As she walks

toward him, her HAIR FALLS TO THE GROUND IN CLUMPS and her
SKIN FLAKES OFF, revealing a large head and gnarled face.

And she takes on the form of a KOBOLD.

ATLAS
A Kobold? Youre a Kobold? Wow,
the Queen must really be slumming.

SARAFINA
Youre too late. The plan is in
motion as we speak. Jack knows
where she is. And hes coming.
Its time to pick sides.
 91.

ATLAS
I already did. Mine.

She rushes him. Atlas sidesteps and launches her forward.

She slams into the wall so hard that plaster rains from the
ceiling. He learns down to her, mouth right up to her ear.

ATLAS
I got a message for Jack and his
handler. This world is no longer
safe for their kind.

He pulls back and heads for the door. We see Sarafina behind
him, moving to the desk, pulling a Zip gun out of a drawer --

Without looking, Atlas unhooks the spare glass Philosian

canisters from his belt that carry the Zip ammo. The glass
hits the floor, shatters, releasing a dozen Zips.

FWOOSH! They rocket at her. Sarafina is hit, thrown back

and -- CRASH! She breaks through the windows, chair and all.

ATLAS
What is it with the women in my
life?

EXT. MINISTRY OF DEFENSE, STREET - SAME

Eldor and Barguest emerge from a liquor store across the

street just as --

Sarafina SLAMS into the tow truck, a giant crater dented into
it. POOF! An explosion of leaves.

INT. FLOWER SHOP - NIGHT

CLOSE ON the pitcher of dew poured into a glass. Willas

glass. They are both drinking now, LAUGHING.

WILLA
So why is it you live here and not
in fairyland?

SKYLAR
Thats what happens when you break
the rules. You get yourself
banished. Stupid really.

WILLA
What rule?
 92.

SKYLAR
I fell in love with a human. Half
human as it were, but human none
the less. So now Im stuck here
until I prove myself worthy.

WILLA
How do you do that?

SKYLAR
Thats the kicker. You have to
figure it out for yourself, or some
rubbish like that. To tell you the
truth, I dont much miss it.

Skylar pours another glass. Goes to spoon in sugar when:

SKYLAR
Now where did I put that spoon?

WILLA
Oh. I got one. Right--

She reaches into her pocket, taking out the spoon Atlas gave
her. Stops. Dread washing over her face.

WILLA
--here.

THE SPOON HAS TURNED FROM SILVER TO A DARK, TARNISHED BLACK.

WILLA
Oh no...

Skylar looks from the spoon to her flowers - slowly WITHERING

and turning black. The dew FREEZES in the pitcher.

SKYLAR
Run. Willa, run!

Just then, BUGS pour in all around them -- underneath the

door, through the windows, dropping down from the ceiling--

Willa takes off running, out the back, into the night.
Skylar follows, then stops at the doorway.

WILLA
Skylar? What are you doing?

Skylar shuts the door, locking herself inside.

WILLA
Skylar! No! Dont do it!
 93.

Sky shares a look with Willa, then turns inside, facing the

BUGS

Gathering in a giant heap, growing taller and taller, taking

the shape of... JACK.

Skylar grabs a pair of pruning shears, stabs them right into

Jacks stomach.

He rips them out and backhands Skylar, head smacking on the

side of the table with a sickly thud as she falls. Shes
semiconscious, trying to crawl away, face already swollen.

Jack grabs onto her ankle and pulls her back in.

EXT. GREENHOUSE - SAME

Willa runs, stops, looks back at the greenhouse. Hears

Skylars SCREAM. She steels herself and runs back to help.

EXT. FLOWER SHOP - LATER

The tow truck rounds the corner at full speed, slams to a

stop before the store. Atlas and Eldor race for the door.

EXT. GREENHOUSE - NIGHT

Stepping into the area between the shop and the greenhouse,
they stop. Eyes cast down before them...

At the solitary shoe on the ground. WILLAS SHOE. They draw

their weapons, moving to --

INT. GREENHOUSE - NIGHT

It's like a tornado touched down inside. Flowers wilted

and dead. Pots toppled, smashed. Windows a murky haze, a
darkened film covering them, the kind left by insects.

A CREAKING is heard, a swaying. Back and forth. Back and

forth. And finally they find the source...

SKYLAR

hung from the ceiling, wings severed at the roots. Her skin
has already begun to lose its color.

ATLAS
No...
 94.

Atlas cuts her down and lays her on the floor. Kneels beside
her. Shes breathing. Shallow. Her eyes flutter open.

Atlas stares into eyes that are fading fast. She smiles up
at him, bravely, but frightened all the same. He reaches
out, touches her face.

Eyes close. She's gone.

Atlas blinks away tears. He rocks her back and forth, her
lifeless form clutched tightly in his arms. Her body
COLLAPSES apart in his arms, turning into leaves. One moment
she's there, the next she's gone.

EXT. GREENHOUSE - LATER

ON ATLAS. A thousand yard stare. Eyes glazed over. Willas

shoe in his hand. Eldor behind.

ELDOR
It was well organized. Others,
Mirror Guard, theyve been planning
this for a while.

A horned BEETLE scurries past. Atlas squashes it with his

shoe. Drives it home. He knows whos behind this. He
raises his head, eyes filled with hatred.

ATLAS
Im going to need help, Eldor.

Eldor pauses, knows what he was just asked. Atlas needs help
unleashing a plague.

EXT. CITY - DAY

The sun rises over the horizon. Life moves on with its
brutal inevitability. A river whose course cant be altered.

INT. BRIDGE HOUSE - DAY

Atlas and Eldor move through the burnt out husk of their
lair. Nothing survived.

Atlas heads to the workshop, clearing off a section of the

floor, revealing a small handle flush with the concrete. A
trap door. He flings it open. Inside are hidden weapons.

ELDOR
What are you going to do?
 95.

ATLAS
Im going to kill them. All of
them.

EXT. FOUNTAIN - DAY

Eldor and Barguest wait at the fountain.

INT. WISHING WELL - SAME

Atlas storms over to the mirror. Slices open his palm and
slaps it against the mirror.

- A flurry of images race at him -- Finist shaking hands with

Gregor. Gregor meeting with Jack. Jack hanging Skylar.
Bogles cornering Willa. Jack abducting her. Stepping
through a mirror, leaving this world.

INT. TOW TRUCK (DRIVING) - LATE DAY

Atlas drives, eyes on the road. Eldor, Barguest next to him.

He pulls to a stop before the Crabapples store.

ATLAS
No one gets through while Im gone.

ELDOR
Atlas... Its a fine line that
separates a hero from a fool.

ATLAS
Ill take my chances.

Eldor gives in, opens the door and joins Barguest on the
sidewalk. Atlas speeds away. They watch, then share a look.

INT. BLACK ANNIS CABIN - EVENING

Atlas stands inside, Black Annis hunched over her stove.

ATLAS
I need to go back.

BLACK ANNIS
You dont belong there.

ATLAS
I dont belong here either. What
will it cost?
 96.

BLACK ANNIS
More then you are willing to give.

ATLAS
Try me.

She looks him in the eye. Smiles those iron teeth of hers.

EXT. EPPING FOREST - EVENING

Black Annis moves through the trees, hovering an inch above

the ground as she goes. Atlas is behind, keeping up.

CLEARING

Dominated by large monolithic stones carved in runic symbols

that form a circle -- RUINS OF SOME ANCIENT TEMPLE. Annis
stops, points a bony finger toward the center of the circle
where there lies a single MIRROR, resting on the earth.

BLACK ANNIS
A price youll pay, one night from
today.

Atlas turns and Annis is gone. He faces the mirror, looking

down at his reflection, readying himself and --

NOISES from the woods. The crunching of leaves and twigs.

Atlas takes out a sword, then catches a particular scent in
the breeze. He puts his sword back, exhales.

ATLAS
You can come out now. I can smell
your aftershave a half mile away.

A beat. Eldor and Barguest emerge, adorned with weapons and

Atlass own body armor, but its a bit tight on Eldor.

ATLAS
Why are you wearing that?

ELDOR
Cause Im coming with. Both of us
are.

Barguest BARKS, as if to say Damn right. Or it could be

just a plain old bark. Hard to say with supernatural wolves.

ATLAS
No way.
 97.

ELDOR
This aint about you. Me, Bar, we
care about Willa as much as anyone.

Atlas stares at him to get a read. Knows he cant win.

ATLAS
Fine. But take that crap off. You
look like a fool.

Eldor takes off the tight armor, lets out his gut. Barguest
shakes out of his armor. Atlas faces the mirror...

ELDOR
Time to unleash the fury, eh?

ATLAS
Damn right.

...then steps right into it.

INT. MIRROR

A FLASH turns into a streak behind Atlas's face -- stretching

to infinity.

The flash whips back TOWARD us and Atlas is suddenly

somewhere else. He looks O.S. and we are:

EXT. 10TH KINGDOM, FOREST - DAY

The mirror is now behind him. Eldor and Barguest come out a
second later.

Surrounded by large, colorful stalks of MUSHROOMS, a good 20

feet high. It is a world straight out of the dark, original
Brothers Grimm fairy tales. No Disney here.

They stand in a large crater. But it isnt a crater at all.

Its a massive, 20 foot indentation... a GIANT FOOTPRINT.

They move through the thicket of trees and mushrooms. Small

PIXIES dart about. Atlas swats at them like mosquitos.

Then a thunderous ROAR from somewhere behind them. The SOUND

of trees being uprooted, and fire in the sky.

For a second, they are covered in shadow as something massive

with wings darts over them, blocking out the sun.

ATLAS
We should keep moving.
 98.

And they do. Pushing through the woods. Passing a

SMALL VILLAGE

carved into trees. Atlas hears something and stops Eldor. A

PITTER-PATTER of feet. Then CREAKING JOINTS OF AGED BONES.

ATLAS
Redcaps.

SMALL SHAPES dart about, hidden behind trees. SOUNDS of

metallic footsteps echo.

ELDOR
Malevolent murderous goblins?

ATLAS
Yeah, but they only really murder
travelers who stray from their
homes.

ELDOR
Atlas. Were a long way from home.

Good point. Whispering VOICES, surrounding them.

ELDOR
Make a run for it?

ATLAS
We wouldnt make it.

Barguest GROWLS. And then they see it, standing before them:

A REDCAP.

A three foot tall creepy old man, with flat face, long white
beard and iron-shod boots. Three fingers on each hand end in
sharp eagle's talons. It wears a red cap dipped in the blood
of its victims. Streaks of blood run down its face.

Atlas and Eldor back away. The Redcap mumbles GIBBERISH,

summoning more of its kind, who wield heavy iron pikes.

ATLAS
Clonsa illa verondt.

Redcaps stop, losing a tooth upon hearing the words, and run
away.

ELDOR
What just happened?
 99.

ATLAS
Probably better if you dont know.

Eldor follows Atlas and Barguest into the woods.

EXT. FORESTS EDGE - LATER

Atlas and Eldor stop at the forest's edge, trees thinning,

REVEALING a massive, rambling, medieval

CASTLE

Located atop a cliff overlooking an iced-over lake. Seven

stories tall, with a jumble of towers, spires, turrets,
bridges and battlements.

ATLAS
The Queens Army.

Camped off to the side - THE QUEENS ARMY - a vast legion of

them... Witches, Goblins, Ogres, Faeries, Elves, and the lot.

ELDOR
So how do we get in?

Atlas trains on the QUEENS GUARDSMEN standing watch outside

the draw bridge, holding long pointed spears. But these
arent normal soldiers.

SPRIGGANS. Human sized, with wizened features and crooked

skinny bodies. Their eyes reflect the light, appearing RED.

ATLAS
I got an idea.

EXT. CASTLE - EVENING

Atlas sneaks up behind two guards, grabs them around the neck
and drags them backwards into the trees.

MOMENTS LATER

Atlas, Eldor and Barguest emerge from the trees, now wearing
the official royal uniforms. They blend in with the marching
guards and cross the draw bridge.

ELDOR
Never going to work. We dont look
like Spriggans.

ATLAS
Speak for yourself.
 100.

They come upon the castle door, flanked by pillars on which

stand STATUES OF WINGED LIONS. As they pass, the statues
move, chests rising and falling. THEYRE ALIVE.

INT. CASTLE - EVENING

Torches burn in wall sconces, casting the hallways in an

amber glow. The trio break off from the guards and head the
other way. Reaching a fork in the corridors.

ELDOR
Flip a coin?

Atlas heads right. Eldor and Barguest, left, reaching a

steep set of stone stairs.

ELDOR
Never heard of elevators here?

As he begins the climb.

INT. CASTLE, GREAT HALL

Atlas pushes the heavy doors open to a massive room carved

out of black and green marble. Someone stands at the far
end... WILLA, her back to him, looking out the window.

ATLAS
Willa...

He runs to her, shedding his Spriggan uniform. She turns,

smiling. It is her.

ATLAS
Willa!

But shes not responding. Atlas stops. Sensing something

wrong -- her clothes, and that smile -- wicked. He notes her
shadow, not matching up with her form.

ATLAS
Youre not her.

NOISES from both sides. Atlas spins around --

DOZENS OF RED EYES -- GUARDSMEN close in from behind pillars.

Then a CACKLING from behind, where Jack steps up.

Surrounded, he drops his weapons. Willa walks up to him.

ATLAS
Who are you?
 101.

Then HER BODY SHIFTS, RIPPLING, MORPHING into

QUEEN TITANIA.

Crown and all. Face pale as snow, hair black as death.

She is trailed by her two massive personal guards -- SATYRS.

The body and arms of a man; legs, hooves and tail of a goat.
Their faces are that of monkeys, mangled and scarred.

Gregor reveals himself, stays behind. Queen Titania looks

Atlas up and down, then:

QUEEN TITANIA
Kneel before your Queen.

Spriggans point their spears, Atlas has no choice. Kneels.

QUEEN TITANIA
So youre the one they all fear.
They tell bedtime stories about
you. The big bad wolf. Welcome
home, Puck.

Queen Titania turns and walks away, followed by her Satyrs.

QUEEN TITANIA
To the dungeon.

Guardsmen move in, BEATING him to submission. Breaking him.

Jack stares down at Atlass unmoving body. Then heads away.

EXT. CASTLE - NIGHT

A hulking, haunted goliath against the sky. Full moon rising.

Great GROANING TUMBLERS fall on the castle door. SPINDLES

rotate. CYLINDERS -- one after another -- fire into place.
Drawbridge raised, locking into place with a giant THUD.

QUEENS ARMY arms up, gathering into ranks, ready for war.

INT. CASTLE, DINING HALL - NIGHT

A thirty foot long table, with one setting. The Queen sits
at the end, served by her faery servants, eating roasted
Basilisk - half chicken, half snake. A plain wooden box
rests nearby. Gregor and Jack stand to the side.

Willa is led in by two Guardsmen. Titania looks her over,

then tosses scraps to the floor where her Satyrs feed.
 102.

QUEEN TITANIA
That fateful night 16 years ago, I
sent you off into the forest with
your father, King Oberon. He had
simple instructions... to dispose
of you and return with your heart.

She slides the wooden box closer, opens it to: a small heart.

QUEEN TITANIA
Instead I get deer.
(tosses heart to Satyrs)
Its what I deserve, sending a man
to do a queens job. He was smart
though, hiding you with the humans.
But he got caught and now hes
dead, so how smart was he?

WILLA
What do you want?

The Queen rises and walks to Willa, circling her.

QUEEN TITANIA
Your little beating heart of
course. It was the damned witch,
Black Annis and her prophesy. Told
of a future where you took over my
kingdom, something I cannot allow.
My people need their Queen. Not
some girl playing dress up.

WILLA
Youre daft.

The Queen SLAPS her across the face. Willa falls, yet
refuses to cry. Titania stares down at her with disdain,
then turns, walking past Gregor and Jack.

QUEEN TITANIA
Prepare the ritual.

And she exits. Guardsmen drag Willa out of the room.

INT. CASTLE DUNGEON - NIGHT

Atlas is bound to the wall with heavy chains and manacles.

His head is bowed, unmoving.

ELDOR (O.S.)
Psst. Psst!
 103.

Atlas tilts his head up, looking at the bared window above,
where Eldor sticks his head in.

ELDOR
Atlas. Its me, Eldor. Were here
to rescue you.
(looks to this side)
Barguest. Get to it.

Barguest emerges in the window, squeezing in through the bars

and hops down to the floor. He gives Atlas a lick on the
hand, then runs to the door, SCRATCHING at it.

A GUARDSMAN emerges, looking in through the door window.

GUARDSMAN
Whats this ruckus then? Dont you
try nothing.

The door is unlocked. As soon as the Spriggan takes one step

in, Barguest dives at him and they fall out of sight. A
scuffle. A beat.

Barguest trots in, holding the keys in his mouth.

INT. CASTLE, MIRROR ROOM - NIGHT

HUNDREDS OF MIRRORS fill the room to capacity. All different

shapes and sizes. A large FIREPLACE casts heat ripples and
reflections across the room.

Willa is led in to a table, its top made of an old mirror,

leather straps and buckles built into it. The border is
carved with runic, otherworldly symbols.

The Satyrs toss Willa atop it and strap her down. Willa
looks to Gregor, watching the show.

WILLA
Youre killing your own people, you
traitor.

GREGOR
Saving them. We cant stop the
war. This is the only way.

WILLA
Shes playing you. Shell kill us
all.

A DAGGER is stabbed down, an inch from Willas head. Titania

there, taking control.
 104.

Gregors looks away, uncertain. But doesnt falter. The

large CLOCK reads one minute to midnight.

GREGOR
The army is ready, your majesty.
Its time.

The clock tower hits midnight and CHIMES - DING. DING. DING.

The Queen waves her hands above Willa, the AIR SWIRLING and
RIPPLING as her eyes roll back, CHANTING in a faery dialect.

She thrusts her hand RIGHT INTO WILLAS CHEST as if it were

warm butter, GRIPS AROUND WILLAS HEART. Willa SCREAMS. The
mirror shes on begins to turn to LIQUID.

Queen Titania struggles as she tries to pull the heart out.

She jams her other hand in Willas chest, straining.

QUEEN TITANIA
Stop trying to fight it.

Her hands emerge, grasping onto Willas BEATING HEART.

Willas passes out, still alive so long as her heart beats.

QUEEN TITANIA
It still beats. You are strong.
But not strong enough.

Titania holds it up to the shaft of moonlight spilling in

from the window, and lets go, heart SUSPENDED IN THE LIGHT.

The light hits it and BOUNCES OFF IT LIKE A PRISM, BEAMS OF

RED LIGHT STRIKING OUT, HITTING ALL THE MIRRORS AT ONCE.

QUEEN TITANIA
Yes...

Then something bad happens... all of the mirrors RIPPLE.

Becoming translucent -- WINDOWS INTO THE HUMAN WORLD.

ALL OVER THE WORLD, EVERY MIRROR IS TURNING INTO A GATEWAY.

Clock CHIMING, and... Bang. Bang! BANG! All eyes turn

towards the huge doors that shudder -- bulging and bending
inwards. The DOORS EXPLODE OPEN, right off their hinges.

As a FORMIDABLE FIGURE resolves out of the swirling flames.

ATLAS

strides towards us, body bristling with weapons, his

FOOTFALLS ringing out like drums of doom. The God of War.
 105.

Whipping his spherical blade around. It strikes the window,

bricks crumbling, blocking the moonlight.

THE PRISM BREAKS. The MIRRORS RETURNING TO SOLID once again.

QUEEN TITANIA
No... Whats happening?!

Titania grabs onto the heart and her hands start to BURN,
erupting into FLAMES. Too powerful for her to hold.

THE BEATING HEART RETURNING INTO WILLAS CHEST. She jerks

awake, the breath of life.

Titania stares at her. How powerful is this girl? It is the

first time the Queen has shown fear.

QUEEN TITANIA
How...?

WILLA
Destiny. Its a fickle bitch.

WHOOSH! Atlas takes on a half-dozen Guardsmen at once,

stunning one of the soldiers, using him as a shield, TOSSING
him aside to trip up another on-rushing pair.

QUEEN TITANIA
I want his head!

Her two Satyrs rush him just as Barguest and Eldor run in.

ATLAS
Barguest! Roll over!

Barguest takes off like a flash, charging the Satyrs. Leaps,

teeth locking around a Satyrs throat, using its momentum and
spins off, taking a huge chuck of the throat with him.

Barguest lands, dodges the other, as it stumbles past and

CRASHES out the window.

ATLAS
Good boy.

Willa eyes the dagger, grabs it and SLAMS it down on

Titanias hand, nailing it to the mirror. Titania SCREAMS.
Her arm TURNS TO WASPS, freeing itself, then reforming.

GUARDSMEN

come out from every doorway. Atlas PUNCHES one in the solar
plexus, DECAPITATES another, finishes off the first.
 106.

Then he's moving on, taking down a third, fourth, and fifth
with his Zip guns. Throwing daggers with blinding speed.

Eldor is right behind him, FIRING the shotgun Zip dispenser.

BA-BOOM! BA-BOOM! Pumps the shotgun repeatedly. Without
missing a beat, Eldor ejects the clip, grabs a back-up and
slaps it in place. The mayhem continues.

QUEEN TITANIA

is furious. Her Spriggans are tripping all over themselves.

She raises her hands and WASPS FILLS THE AIR.

Atlas reaches in his pocket, takes out a small glass

container filled with red powder. Flings it up where it
crashes into the CEILING, powder flying. It hits the wasps
and they turn to PEBBLES, raining down.

Titanias beat, and she knows it. She turns up her nose,
makes for the rear door with Jack.

Atlas reaches Willa, pauses, marks Titanias dagger. Then

Willa, eyes meeting. Both knowing the prophesy. Atlas grabs
the dagger, lifts it up. Willa closes her eyes--

And Atlas severs the restraints, freeing her.

ATLAS
Are you all right? Are you hurt?

WILLA
Well, I just had my heart ripped
out, literally, so, not too bad.

He grabs onto her, hugging her tight. Willa is surprised by

the affection, but will take what she can get.

A Spriggan rushes them, spear poised. Willa grabs the dagger

and throws it. It hits the guard.

ATLAS
Show off.

Gregor goes to follow the Queen. Without a word, she slams

the door in his face, locking him out.

GREGOR
No. We had a deal!

Gregor looks around at the losing battle. Runs toward the

door at the other end of the room.

Eldor spots him. Hefts the shotgun and BOOM BOOM BOOM. Zips
rocket out, stopping mere feet from Gregor, blocking him in.
 107.

ELDOR
Im not done with you yet.

Atlas parries two combatants, then whirls around, DEFLECTING

an ARROW from a third with the flat of his sword. He looks
at the departing Jack and Queen.

ELDOR
Go. I got this.

Atlas and Willa take off as Eldor fires into the crowd.

BEHIND

Gregor spots a pair of crossed battle axes secured to the

wall. He grabs one, sees an opening, SWINGS at Eldors head--

Eldor drops and the axe slices through one of the Spriggans.
He moves to the wall, grabs the other axe, advancing.

INT. CASTLE, CORRIDORS - SAME

A labyrinth of corridors separates this entrance from the

stone staircase leading up to the higher towers. Jack
disappears one way, the Queen the other.

Atlas and Willa stop at the junction.

ATLAS
Willa--

WILLA
I can do this. I can.

Willa matches Atlass gaze, steeling herself. The truth is,

she's terrified. He tosses her a sword. She grabs it,
symbols glowing blue.

ATLAS
I know.

She runs off after the Queen. Atlas after Jack.

INT. CASTLE, MIRROR ROOM - SAME

Eldor and Gregor are face to face. Gregor swings his axe.
Eldor blocks, hooks his axe beneath it, FLIPPING it from
Gregors hands.

ELDOR
Come into my home uninvited? I
dont think so.
 108.

He grabs onto Gregor, heaves his across the room. Gregor

goes stumbling back, falls RIGHT INTO A MIRROR, disappearing--

ELDOR
Yup. I still got it.

EXT. WHITE

Gregor appears, surrounded by all WHITE. He has no idea

where he is. Then a sound comes up, a RUMBLING. Louder and--

An AIRPLANE flies right over him. As he begins to fall, the

white fades away into BLUE and he realizes where he is...

EXT. SKY - CONTINUOUS

Ten thousand feet above merry old England. Bye, bye, Gregor.

INT. CASTLE, QUEENS QUARTERS - SAME

Two Guardsmen run in, stop when they see Queen Titania
standing in the room near the mirror.

QUEEN TITANIA
Sound the retreat.

The Guardsmen rush to obey when:

QUEEN TITANIA (O.S.)

Belay that order.

Heads turn to the other Queen, stepping into the room. The
real Queen Titania.

We now notice the first Queens shadow on the floor, looking

a lot like Willas shadow, as she MORPHS BACK INTO WILLA.

QUEEN TITANIA
Leave us.

The Guardsmen leave. Queen Titania and Willa circle.

QUEEN TITANIA
Learning a few new tricks from your
mother I see.

WILLA
Got another new one to show you.
 109.

Willa PUNCHES her square in the face. Titania stumbles back,

nose bleeding. She charges, tackling Willa as they both
stumble back and FALL INTO A MIRROR--

INT. CASTLE, STAIRS - SAME

Atlas follows the steep spiral staircase to the top of the

tower with a door. He turns the iron ring handle, steps to--

EXT. CASTLE ROOF, RAMPARTS - SAME

Jack stands at the other end, waiting for him. Leaps thirty
feet up. Atlas follows, drawing his sword as he LEAPS --

CASTLE BRIDGE

-- and lands. Now the two warriors face each other, sword
raised, claws extended, eyes locked, their stances frozen.
MOVING IN, CIRCLING around them.

Jack breaks, bringing his claws over in the blink an eye. No

one could possibly deflect the blow. And yet --

Atlas manages a COUNTER-STRIKE. Advances, sword CLANGING and

SINGING like a blacksmith's hammer on sheet metal.

Cut, thrust, block. The moves come faster. Jack DUCKS,

barely avoids being decapitated. Atlas's sword cuts right
through a column instead.

Jack retaliates. Atlas locks swords with him. For a moment,

the two are nose to nose. Then Atlas twists his sword free,
cutting open Jacks cheek --

Black bugs ooze out - beetles, roaches, centipedes. Jack

GROWLS, leaps up onto a ledge, climbing to the

BASTION

Atlas is after him. Jack DIVES at Atlas, HOWLING, raking his

CLAWS at Atlas's face, KNOCKING Atlas across the roof. He
SPRINGS forward, dragging Atlas up by his throat, sinking his
metallic claws into Atlas's side. Atlas SCREAMS and we -

INT. CASTLE, MIRROR ROOM - SAME

Willa and Titania stumble out the mirror, locked onto each
other. Titania back-hands Willa across the face, sending her
sailing through the air. She lands, skids across the floor --

Wipes the blood off her lip as she stands, faces the Queen.
 110.

WILLA
That all you got. Mom.

Queen Titanias face distorts and her feet sprout ROOTS which
are dug into the ground.

Willa is on her again. Queen retaliates. Willa somersaults

out of the way, springs back, punches Titania in the face,
drawing blood.

Titania touches the blood, licks it off her finger. Enraged.

Starts pummeling Willa, gripped by an uncontrollable rage.
She SMASHES Willa against a column, cracking it. Then
against the walls. Willa hits the ground.

Before she can recover, Titania is on her, stomping her foot

down. Willa rolls out of the way, barely avoids the blow.
Titania kicks a second time. Willa dodges, but third time's
a charm and the Queen lands one squarely in Willas stomach.

QUEEN TITANIA
What a disgrace. To think I gave
you life. Now, I take it away.

Willa falls beneath a flurry of blows, unable to defend

herself any longer.

Her sword lies nearby. As Titania approaches, Willa grabs it

and swings it around, STABBING it right into the Queens
foot. Titania SCREAMS. Pulls it out.

Willa rolls, gets to her feet. Trade blows. Willa moves in

for a punch, but Titania catches her fist, then twists it,
spinning Willa around so that now the Queen holds her in a
vice grip. Whispers into her ear:

QUEEN TITANIA
I enjoyed hearing your parents
scream.

The anger boils up in Willas eyes. The pain. She clenches

her teeth and spins around, breaking the Queens grip, now
behind her and lands a brutal kick on the Queens spine.

Queen Titania is sent sprawling forward. Willa is on her,

never letting up. Left hook to the face, uppercut. Titania
pushed backwards, right up to the fireplace. Tottering.

QUEEN TITANIA
No...

WILLA
Im pretty sure, yeah.
 111.

AND WILLA SHOVES HER INTO THE MASSIVE FIREPLACE.

All the mirrors BLISTER and SHATTER all at once. Burning

embers fill the air, raining down until nothing is left. The
fireplace spits out the Queens CROWN, spinning, stopping at
Willas feet.

Eldor and Barguest rush in, eye Willa with a kind of awe.

ELDOR
Bloody good show, Willa.

WILLA
Quite bloody, actually.

Guards enter, see their Queen dead. Turn to Willa and Eldor.
When all of a sudden, guards fall to a knee, heads bowed.

HEAD GUARDSMAN
The Queen is dead. Long live the
Queen.

ALL
Long live the Queen!

Willa just stares. Then a smile creeps up onto her lips as

she looks down at the crown in her hands.

EXT. CASTLE ROOF - SAME

Atlas struggles as Jack hovers over him, pummeling him. He

can barely fend off the blows anymore. In desperation he
digs his fingers into Jacks eyes.

The beast SHRIEKS in pain, dropping Atlas. As bugs come

pouring out of his eyes sockets. Raging, Jack SMASHES holes
in the roof, walls, plowing through stone and steel.

ON JACK

He reaches up and REMOVES THE MASK, REVEALING HIS FACE --

eyes and mouth gapping black holes, utterly inhuman. As if
the body was merely a shell, and all that remains of him on
the inside are spinning gears, pistons and bugs.

Jack head-butts Atlas -- once, twice, grabbing Atlas by his

ankle and swings him upwards thirty feet to the --

UPPERMOST SPIRE

SMASH! Atlas collides with the roof, stunned, and begins to

slide down the steep slope. Jams his sword in the shingles,
slowing his fall, digging it in. Pulls himself up.
 112.

Jack leaps up after him. Pounces. Atlas's eyes roll back.

Jack looks down, sees Atlass discarded sword staked into the
roof. Scoops it up, STRIKES at Atlas --

WHO CATCHES THE BLADE IN BETWEEN HIS HANDS.

Struggling to gain control, eyes locked. Jack strains, tries

to tear the sword from Atlass grip. The two are frozen,
connected by the weapon that vibrates between them.

A shear force of strength and will as Atlass hands clasp

onto the sword, bleeding as they wrap around it--

And RIPS the blade of the sword clean off the hilt. Jack is
sent sprawling, nearly thrown off the roof by the force. He
ROARS SPRINGS UP at Atlas, all claws and gnashing teeth.

ON ATLAS,

summoning the last of his reserves. This is it. He waits

for the last second, timing it and--

He catches Jack by the throat in mid air, whirls him around --

And before Jack even realizes what is happening --

WHAM! IMPALES WHATS LEFT OF THE SWORD DEEP INTO JACKS

CHEST - through metal and bugs and bone and finally heart!

Jack has a look of pure surprise on his face, and terror.

Atlas stares back. Jack sinks to his knees, then topples
back, SPIRALING OFF THE ROOF.

Exhausted beyond measure, Atlas sags.

ATLASS POV

We drop away from the castle -- like we're falling down a

dark rabbit hole. Then the world...

FADES TO WHITE.

INT. FLOWER SHOP - MORNING

CLOSE ON the sun. The first rays penetrate through windows.

Atlas is kneeled before toppled flowers, replacing them into

new planters. Hes bandaged up, looking worse for wear.

ATLAS
I should have told you... well, I
shouldve told you a lot of things.
Its hard out there without you.
(MORE)
 113.

ATLAS (CONT'D)
Wherever you are, I hope its a
better place. I miss you, Sky.

He stands, takes one last look around, then walks out. We

look through the window watching him leave.

As a blue and pink BUTTERFLY lands on the window sill. Then

another... And another. Dozens of them. GATHERING.

EXT. FLOWER SHOP - DAY

Atlas joins Eldor and Willa at the car. Eldors usual can of
beer in his hand has been replaced with a can of ginger ale.

ELDOR
Are you all right, then?

Atlas nods. Willa runs into his arms. Hugs him.

WILLA
Dont go.

ATLAS
I have a debt to pay. But Ill see
you soon.

WILLA
Thanks for not killing me to stop
the prophesy and all.

ATLAS
Anytime.

WILLA
So why didnt you?

ATLAS
Because I believe we make our own
destinies.

Atlas drops to a knee and bows his head before Willa.

ATLAS
My Queen.

WILLA
Okay. Thats enough of that.

ATLAS
Keep the light on for me.
 114.

Atlas stands and walks to the edge of the dark forest. Black
Anniss chicken hut lies behind the foliage, waiting for him.
Eldor and Willa stand watching.

WILLA (V.O.)
There are many stories about Atlas
Goodfellow. This was mine.

Atlas doesnt notice but he now has a small braid on the back
of his head. Willa looks quizzically at Eldor, who grins.

WILLA (V.O.)
As it turns out, he was a good
fellow after all.

Atlas stops. Eyes gaze upward at the clear blue sky. A rare
SHOOTING STAR flashes silently. The sparkle reflected in his
eyes -- the sparkle of life. His mouth curls into a grin.

WILLA (V.O.)
The Truce as we know it is over.
Queen Titanias army has been
disbanded, and theres a new Faerie
Queen in town, but most are not too
happy about it. Dissent spreads
across the Kingdoms, splitting them
in two. And this world is caught
in the middle. It is said that
Marquis Grimworm, Lord of the
Goblins, Ruler of the 9th Kingdom,
has set in motion a plan to
overtake all worlds. I cannot
allow that to happen.

Atlas then continues forward, disappearing into the woods.

WILLA (V.O.)
But thats another story
altogether.

The world RIPPLES, as if looking through a mirror, and we...

FADE OUT.