FADE IN:

       INT. ALICE'S - NIGHT - EXTREMELY CLOSE ON

       a moving wall of muscled skin, tinged blue by moonlight.  
       Four claw-like scratches are raked across this landscape in 
       bright red.  Throaty, guttural MOANS drift up from somewhere.  
       Are we in heaven?  Or hell.

       TIGHT SHOTS ON

       A delicate hand caressing a muscled bishop.

       A woman's leg entwined around a man's.

       A cascade of red hair falling across an unshaven cheek.

       Two faces pressed tightly together in a kiss.

       The faces belong to ALICE and DAN, and as their moans build 
       to a crescendo we realize it isn't pain we're hearing but the 
       opposite.  Afterwards...

       ALICE'S HANDS

       gently rove Dan's back, tenderly caressing the scratches 
       they've just made.

       CLOSE ON ALICE

       her relaxed, happy face gazes up from the pillow.  She turns 
       and smiles at Dan.

       Dan sleepily smiles back, then gently reaches out to caress 
       her shoulder.  Their eyes hold for a moment.  Alice leans 
       over and kisses him.

                           ALICE
                 I'm going to take a shower.

       Dan nods and closes his eyes, still smiling.  Alice climbs 
       from bed.  FOLLOW HER.

       INT. ALICE'S BATHROOM - NIGHT - ON SHOWER DRAIN

       Water pours down into the drain from the shower.  TIGHT on 
       Alice's HEAD AND SHOULDERS as she steps INTO FRAME and stands 
       under the cascading water.

       IN THE SHOWER

       The hot water streams down onto Alice's face.  She scrubs 
       herself clean.  The water beats down on her shoulders and 
       back.  She rinses her hair.  Shakes her wet head.

       THE DRAIN

       gives an odd gurgle, like something had backed up the 
       plumbing.

       ALICE

       glances down.  Nothing.  Turns back the jets of water.  The 
       pressure builds up a little.  She turns it down.

       THE DRAIN

       the gurgles again.  The water starts to back up, rising 
       around Alice's feet.

       ALICE'S POV

       She notices.  Leans down, perturbed, as the water reaches her 
       ankles and tries to clear the drain.  No success.  The water 
       continues to back up.

                           ALICE
                 Oh great.  The drain monster strikes 
                 again.

       ALICE

       stands back up now, a little apprehensive.  As the water 
       rises to her knees, the pressure from the shower jet suddenly 
       DOUBLES!  Gallons of water now BLAST into the shower.  Alice 
       tries to turn it off but the handles come off in her hands!

       She tries to open the shower door.  IT WON'T BUDGE!  She's 
       trapped and now the water is climbing to her neck!  Frantic, 
       Alice POUNDS on the glass!

       THE SHOWER

       Completely full.  Alice stands inside, completely under 
       water, slamming her fists against the door, in desperation.  
       Suddenly...

       INT. CORRIDOR OF DOORS - NIGHT

       the door opens.  But it is no longer Alice's glass shower 
       door.  It's one of the heavy doors in the asylum.  As it 
       opens toward CAMERA, Alice stumbles out of the STATIC WALL OF 
       WATER into a dark room.  The door closes behind her and melts 
       into the wall.

       Alice looks around.  She is in a dark empty corridor.  Two 
       doors flank both ends of the hallway.  One opens.

       Alice tries to peer beyond it.  Darkness.  Slowly, she gets 
       to her feet and steps through it...

       ANOTHER DOOR

       further on, opens, beckoning her forward.  And another door 
       beyond that.  And another.  Cautiously, Alice moves down this 
       corridor of invitations until...

       INT. ASYLUM - TIGHT ON ALICE

       as she steps through the last door.  Shadows and light play 
       across her face.  She looks around.  What she sees sends fear 
       into her eyes.  This is where Amanda Krueger was raped.  The 
       asylum.

       PULL BACK

       slowly down the length of this nightmarish room.  Fingers of 
       lights stab up from crusting floor grates and reach through 
       the thick, murky air toward a dark cathedral ceiling, who's 
       beams appear to be made from the bones of some unearthly 
       creature.

       CAMERA CONTINUES BACK

       revealing beds and mattresses crowded along the walls.  Old.  
       Filthy.  Some torn to pieces.  We can make out the figures of 
       men lying in them.  And others milling around.  These are 
       AMANDA'S HUNDRED MANIACS.  All dressed in the garb of 1940's 
       mental patients.  Some pace aimlessly.  Devoid of sanity and 
       purpose.  Others sit, lost in their own private hells.  No 
       one has noticed Alice.  Yet.  At the end of the room...

       CAMERA CRANES UP, CONTINUING BACK

       revealing a staircase that leads to a huge IRON DOOR.  Two 
       ORDERLIES hover on the landing before it, gazing into the dim 
       scene below.  One of them pokes his finger into the dark, 
       silently counting.  The other is eager to go.

                           ORDERLY #1
                 Come on, will ya.

                           ORDERLY #2
                 Shut up, you'll make me lose count... 
                 eighty-two, eighty-three...

       ALICE

       looks down at herself.  Now she is dressed in an old 
       fashioned nurse's uniform.  White and starched.  There is a 
       name tag over her left breast.  It reads: AMANDA KRUEGER.

       Alice barely has time to react when she hears the first 
       orderly impatiently say...

                           ORDERLY #1
                 Close enough.  Let's call it a hundred 
                 and call it a day.

       We hear the SOUND of RUSTY HINGES as the heavy door starts to 
       swing closed.  Alice looks up.  Starts moving toward it.

                           ALICE
                 No...WAIT!

       ON THE DOOR

       As it slams closed with a resounding CLANG.  We hear the 
       SOUND of heavy bolts being thrown in place.

       ALICE

       whirls around.  WHIP PAN with her as she discovers that the 
       door she came through is no longer there.

       She turns back to the room, frightened.  Starts moving for 
       the bolted steel door at the far end.  As she hurries 
       forward, the maniacs notice her.  All heads turn.  Horrible 
       faces peer at her from everywhere.  Some of the men move 
       toward the center of the room, blocking her way.

       Alice stops.  There is no way past them to the door.  She 
       turns.  The maniacs move in on her from all directions.

       ALICE'S POV

       Freddy's hundred fathers.  A drooling, macabre parade of 
       human beings.  Hands grope toward her.  Hideous faces leer.

       ALICE

       watches, terrified.

       ALICE'S POV

       This is looking less like an insane asylum in the 1940's and 
       more like a nightmare scene of London's 16th century Bedlam!

       The maniacs converge on her.  One pushes his way through the 
       others.  (we recognize him as Robert Englund, sans Freddy 
       make-up.)  As he reaches toward her...

       HIGH SHOT, LOOKING DOWN

       as CAMERA begins to descend, pushing in, moving closer, the 
       maniacs surround her.  As they begin to drag her down, Alice 
       turns her face up toward CAMERA.  PUSH IN EXTREMELY CLOSE as 
       she SCREAMS!

                                                      MATCH CUT TO:

       INT. ALICE'S BEDROOM - EARLY MORNING

       Alice lunges up from bed INTO FRAME.  SCREAMING.  Dan 
       immediately sits up beside her, concerned.  A hand rests on 
       her shoulder, between them.  Alice realizes where she is.

                           ALICE
                 Jesus...

       CAMERA TRACKS AROUND

       until Alice's profile blocks Dan's face.  The following line 
       begins OFF SCREEN, during the CAMERA TRACK.

                           VOICE (O.S.)
                 What's the matter hon?  Bad dream?

       Suddenly ENGLUND's leering face pushes into FOREGROUND FRAME, 
       beside Alice.  It's his hand on her shoulder and we realize 
       that he spoke the line, not Dan.  She turns, startled, then 
       SCREAMS.

       Englund rolls on top of her, pinning her to the mattress.

       CLOSE ON ENGLUND

       grinning down at her, his tongue snaking out his mouth.

                           ENGLUND
                 There's no such thing as safe sex.

       ALICE

       pushes him away with every ounce of her strength.  She starts 
       to sit up...

       INT. ALICE'S - EARLY MORNING

       Alice sits up, terrified!  Looks around in panic.  Realizes 
       she's alone in bed.  Where's Dan?  She reflexively glances 
       toward her open bedroom window.  Its curtain gently billows 
       with the morning breeze.  Dan has gone home.

       Alice tries to collect herself.  The dream is over.  But we 
       can tell by her face that she is far from all right.  She 
       pulls on a robe and shakily climbs from bed.

       INT. ALICE'S BATHROOM - EARLY MORNING

       Alice moves toward the shower.  Pauses before it.  Takes a 
       breath and opens the door.  Looks inside.  Normal enough.  
       Turns on the water.  Watches apprehensively as it pours 
       serenely down the drain.  She'd really rather not, but Alice 
       reluctantly starts to remove her robe...

                           DAN (O.S.)
                 ...we stand naked and defenseless before 
                 an ever more unimaginable horror

                                                  SLOW DISSOLVE TO:

       EXT. SPRINGWOOD HIGH - DAY

       CLOSE ON SPRAY OF WATER FROM A LARGE FOUNTAIN

       PAN DOWN from the water to a statue in the fountain's center.  
       And from the statue down to Dan, dressed in a graduation cap 
       and gown.  He's perched on the statue's pedestal, his arm 
       draped irreverently across the stone man's shoulder, grinning 
       as he speaks.

                           DAN
                 ...college.  High school was only the 
                 beginning for some of us.  Don't forget:  
                 S.A.T. stands for Sadistic, Anti-human, 
                 Torture.

       WIDER

       Laughter from a sea of fellow graduates who are gathered 
       round the base of the fountain, outnumbered by their less 
       amused parents.  Beyond them, we glimpse even more caps and 
       gowns milling with roving bands of adults.

                           DAN (cont'd)
                 Most of us have just this one summer to 
                 live... and by live I mean...paaarty!

       The kids sends up a cheer as Dan throws his cap into the air 
       and leaps off the fountain.  He floats DOWN through a seas of 
       ASCENDING caps, disappearing into the crown of students.

       PAN OVER TO GRETA AND HER MOTHER

       standing at the edge of the group.  Greta is living proof of 
       what God can create when he's having a good day.  She's 
       beautiful.  and fashion model-thin.  Her only flaw might be 
       the hint of neuroses in her perfection.

       Her mother, RACINE GIBSON, a once beautiful woman now 
       expanding into middle age, raises a disapproving eyebrow 
       toward Dan and the boisterous kids around them.

                           RACINE GIBSON
                 How colorful.  Who is he?

                           GRETA
                 Dan Jordan.  Captain of our football 
                 team.

                           RACINE GIBSON
                     (with distaste)
                 Charming...

       ANGLE ON GRETA

       a head TALLER than everyone around her as she suddenly 
       squeals with delight, recognizing...

                           GRETA
                 Alice!  Yvonne!

       Through the swirling crowd we see Alice standing with YVONNE, 
       a very grounded black girl.  Her father stands with them.  
       Alice is a little glum, but Yvonne breaks into a wide grin as 
       they both turn toward Greta.

                           YVONNE
                 Hey, girl!

       Yvonne gives Alice a little tug and they hurry toward Greta.

       THE THREE GIRLS

       Yvonne and Greta throw their arms around one another and send 
       up shrill noises of girlish delight.  Then Yvonne breaks into 
       the girls RAP.

                           YVONNE (cont'd)
                 I'm the Y, the V-O-N-N-E, and wherever I 
                 am, that's the place to be.

                           ALL THREE
                 Yvonne!

       Alice isn't getting into the spirit of things.  Yvonne tries 
       to inject a little enthusiasm into her.

                           YVONNE
                     (to Alice)
                 C'mon, honey!

       Alice joins in, trying to be cheerful.

                           ALICE
                 I'm the A-L-I-C-E.  Blond hair on my 
                 head, blue eyes to see.

                           ALL THREE
                 Greta!

                           GREAT
                 The G-R-E-T-A and my mom says I'll be in 
                 magazines one day!

                           ALL THREE
                 We're the three together, and together 
                 we'll be.  The Y, the A, don't forget the 
                 G!

       The all three put their hands together in an overhead SLAP.  
       Greta and Yvonne break into laughter.  Alice halfheartedly 
       joins them, about a step behind their good spirits.

                           YVONNE
                     (to Alice, good naturedly)
                 Hey, what's wrong with you -- let's see a 
                 smile.

                           ALICE
                 Had kind of a long night.

                           YVONNE
                     (grins knowingly)
                 Dan keeping you up again?  Put a lock on 
                 that window, girl.

                           ALICE
                     (smiling)
                 No, the Dan part was nice...

       Greta playfully tugs at her gown, interrupting them.

                           GRETA
                 These things are wild...
                     (striking pose)
                 What do you think?

                           YVONNE
                 Makes you look like a nun--

                           ALICE
                     (trying to cheer up)
                 Yeah - kick the habit!  Break those vows!

       They laugh.  Greta feigns hormonal desperation.

                           GRETA
                 Find me a man!

       MARK, good-looking, though considerably off-the-wall, STEPS 
       INTO SHOT holding a SMALL SKETCHPAD and a LARGE, EXCESSIVE 
       LOLLIPOP.  He speaks to her as though he were a fashion 
       photographer.

                           MARK
                 No, it's all wrong.  Sell it!  More teeth 
                 and raise the arms a bit.

       Greta drops the pose and addresses the heavens.

                           GRETA
                     (sarcastically)
                 Maybe I should spell it for you.

                           ALICE
                     (playfully)
                 Maybe God's trying to tell you something.

       Mark smiles at Greta, as he puts away his sketchbook.  
       They're old friends and this is a familiar game.

                           MARK
                 Yeah, when are you gonna come to your 
                 senses? 

                           GRETA
                 Next life.  Oh, what's that?

                           MARK
                 My undying love.  Have some.

       Yvonne and Alice laugh.

                           ALICE
                 Give up, Mark, it's hopeless.

                           MARK
                     (with a grin)
                 I think I'm starting to wear her down.
                     (to Greta)
                 Have some anyway.

                           GRETA
                     (aghast)
                 That must never pass these lips.

                           RACINE GIBSON
                 Greta, that's not what a cover girl puts 
                 in her body.

       Past her shoulder, Greta indicates Mrs. Gibson, glaring 
       disapprovingly.  Mark gets conspiratorial.

                           MARK
                 Meet me later.  Milkshakes.  Cherry pie.  
                 Banana splits.  And no mom!

                           GRETA
                 Pimples, heartburn, cellulite... and no 
                 modeling career.

                           ALICE
                 Not to mention the heartbreak of 
                 psoriasis.

       ALL LAUGH.

                           MARK
                 Greta, come on.  One burger with me?

                           GRETA
                 One with you and I'm off to comic book 
                 land.  We're high school graduates now.  
                 Time to grow up.

       Dismisses his sketchbook.

                           GRETA (cont'd)
                 And speaking of grown-ups... Daddy's 
                 here, superhero.

       All turn as Mark's father, MR. GREY, approaches.  Mr. Grey 
       steps into shot.  A rugged, blue collar type, he glances at 
       the girls then at Mark.  His hearty cheerfulness contains a 
       note of reproach.

                           MR. GREY
                 Hey Rembrandt!.  No wonder I couldn't 
                 find you.  I thought you'd be hanging out 
                 with the guys.

       Mark becomes uncomfortable in this big man's presence.

                           MARK
                 Oh, hi, Dad.  I thought the guys could 
                 hang out with themselves.

       They offer up a trio of hellos.  Alice turns to Mark.

                           ALICE
                 Did you bring your sketchbook to the 
                 ceremony.  I'd love to see what you did 
                 to D.W.

                           MR. GREY
                 Who?

                           GRETA
                 D.W. Yates. The Principal.

       He looks to Mark, who goes sheepish, then fesses up.

                           MARK
                 Uh, Dickweed, sir.

       Mark's dad isn't too amused.

                           MR. GREY
                 Uh huh... I hope you had time to finish 
                 those cross-sections I asked for.

                           MARK
                 Can we get into that later, Dad?

       There is an awkward beat as everyone falls quiet.

                           ALICE
                 Good to see you again, Mr. Grey.
                     (begs off)
                 I've got to go find Dan.

                           YVONNE
                 Yeah, before they revoke his diploma.

       As Alice turns away, the cheerful face she put on dissolves 
       and we see that underneath she's still on the edge.

       FOLLOW ALICE through the crowd.  Suddenly, a DARK SHAPE looms 
       up behind her, lifting her in a bear hug. Alice jumps, 
       startled.  As the big arms twirl her around she comes face to 
       face with Dan.  He smiles.

                           DAN
                 Hi, beautiful.

                           ALICE
                 Jesus!  Don't do that!

                           DAN
                 Sorry, babe.

       He sets her down, his feelings hurt.  Alice recovers.

                           ALICE
                 Me too.  Give me a kiss.

       He plants one on her lips.  Then...

                           DAN
                 Got a present for you.

       He reaches into a pocket beneath his gown.  Grins as he hands 
       her two AIRPLANE TICKETS tied with a ribbon.  She tries to be 
       enthusiastic, but doesn't come off.

                           ALICE
                 The tickets.

                           DAN
                 They're coach seats, but the plane lands 
                 in Paris.  It's gonna be a helluva 
                 summer, hon!

                           ALICE
                 I know.

       Dan's well-acquainted with Alice's moods.  He turns to her 
       with a lover's required patience.

                           DAN
                 Okay, babe.  What's the matter?

                           ALICE
                 Nothing...it's just...I didn't see my 
                 father at the ceremony.

                           DAN
                 He'll show up.  C'mon, what's really 
                 wrong?

       Alice hesitates.

                           ALICE
                 I had one of those dreams last night.

       Dan's face grows concerned.

                           DAN
                 About him?

                           ALICE
                 No.  Well, not exactly...it's that...I 
                 felt like I wasn't in control.  For the 
                 first time since...all that.  I'm scared.

       Dan gives her a reassuring hug.

                           DAN
                 You stopped it didn't you?  It was 
                 probably just a regular bad dream.  

                           ALICE
                 Yeah...I guess.

                           DAN
                 You don't dream him up, he can't hurt 
                 you.  Or me.  Or us.  Remember...

                           ALICE
                 You're right.

                           DAN
                 There you go.
                     (beat)
                 Love you.

                           ALICE
                 Me too.

       Suddenly, MR. JORDAN, Dan's robust middle-aged father, 
       approaches through the crowd, excited.

                           MR. JORDAN
                 Dan, this is Coach Ostrow...

       Dan's father drags a gruff-looking, crew-cutted man INTO 
       SHOT.  Dan's mother brings up the rear.

                           MR. JORDAN (cont'd)
                     (conspiratorially to Dan)
                 He's interviewing this week.
                     (to coach)
                 Coach, you're looking at the stat's 
                 finest quarterback.  You know what they 
                 say = this boy feels the need for speed.

                           OSTROW
                 So I've hear.

                           DAN
                 Dad, summer's just starting --

       Mr. Jordan starts to lead Dan away.

                           MR. JORDAN
                 We're talking about your future.

       Mrs. Jordan shoots a less than friendly look at Alice.

                           MRS. JORDAN
                 Excuse us, dear.

                           ALICE
                 It's okay, Dan

       Dan and his parents move away with the coach.  Alice stares 
       after them as they disappear into the crowd.  Turns away...

       AT THE FOUNTAIN

       A wall of people moves away and Alice finds herself among 
       Yvonne, Greta and Mark again.  Mark is answering Greta.

                           MARK
                 That club sucks, they card everybody.  
                 Let's just party at your place.

                           GRETA
                 You know my mother -- get real.  What 
                 about Alice's?

       Alice shakes her head.

                           ALICE
                 My dad's got this thing about drinking in 
                 the house.

                           MARK
                 Well we gotta do something!

       Yvonne shares an amused look with Alice, then steps in takes 
       control.

                           YVONNE
                 All right kids, I tell you what we're 
                 gonna do.  I've got swimming practice 
                 until six-thirty today...

                           GRETA
                     (trying to follow)
                 Yeah...

                           YVONNE
                 That means they're gonna give me the key 
                 to the pool so I can lock up when I'm 
                 done.

       Mark's face lights up.  He goes off like a joy bomb.

                           MARK
                 Pool party!  I dig it!  Babes in wet T-
                 shirts.  No -- topless!  Fucking heaven!

       The three girls look at each other, annoyed.  Then break out 
       in mischievous grins.

                           ALICE
                 The Y, the A...

                           GRETA & YVONNE
                 Don't forget the G!

       On cue, the girls all give Mark a SHOVE!  He falls back, arms 
       flailing, and lands on his ass in the middle of the fountain!  
       Everyone nearby LAUGHS.  Mark looks up at the girls, 
       innocent.

                           MARK
                 What'd I say?

       The girls help pull a chagrined Mark from the fountain.  
       Suddenly, Alice frowns, remembering something.

                           ALICE
                 Oh, damn!  I have to work tonight.

                           GRETA
                 Tell Dan to bring you after.
                     (to Mark)
                 C'mon, let's get you mopped up.

                           MR. GREY
                 Mark!  Picture time.  Come get 
                 immortalized.  Parents and brats.

       All groan.

                           RACINE GIBSON
                     (calling)
                 Greta!  Photo opportunity, dear!

                           GRETA
                 Damn.  They caught me, too.  Guess I'd 
                 better go gnash my thousand-dollar teeth 
                 for the paparazzi.

       Alice glances at her watch.  Looks around for someone.  Can't 
       find him.  She looks a little more unhappy.  As Mark, Greta, 
       and Yvonne prepare to go...

                           ALICE
                 you guys go ahead. I'll catch up with you 
                 later.

       NEAR THE TREES

       Alice trudges along, staring at the ground, unhappy.

                           ALICE (cont'd)
                     (to herself)
                 Congratulations, Alice.  You looked 
                 beautiful up there.  I'm so proud of 
                 you...gee, thanks Dad.

                           VOICE (O.S.)
                 You do look beautiful.

       Alice looks up, surprised.  Her father stands before her, 
       near a tree.  She smiles.  Her father tentatively smiles 
       back; a gruff man, uncomfortable with emotional displays.

                           ALICE
                 I was afraid you weren't coming.

                           ALICE'S DAD
                 I watched from behind the stands.  Didn't 
                 want to embarrass you, ya know.  "The 
                 drunk showed up", that kind of thing...

                           ALICE
                 That's in the past.  Unless you've 
                 stopped going to the meetings.

                           ALICE'S DAD
                 No.  A deal's a deal.

       He produces a wrapped present from behind his back.  
       Hesitates, awkward, then hands it at her.  Alice's face 
       lights up as she stares at the package.

                           ALICE'S DAD (cont'd)
                 Well, go on.  Open it.

       She gleefully rips the paper off and opens the box.  It's a 
       camera.  She smiles, delighted and surprised.

                           ALICE
                 Dad!

                           ALICE'S DAD
                 It's the model you've been saving up for.  
                 I wanted you to have it for your trip.

       Alice stares lovingly at him.

                           ALICE
                 I don't give a damn what they might 
                 think.  You're terrific.

       She gives him a kiss on the cheek.  He tries to take it in 
       stride.  She ponders him a second longer.  Then takes his arm 
       and begins to lead him toward the foundation.

                           ALICE'S DAD
                 Where are we going?

                           ALICE
                 To take a picture.

       ANGLE ON PARENTS AND KIDS

       lining up for a group photo.  Alice and her father ENTER 
       SHOT.  Alice hands her camera to someone just OFF SCREEN.  We 
       see them all taking places, changing their minds, moving next 
       to someone else.  Mark's father puts a big arm around Greta's 
       mother.  Beams, unaware of the horror and distaste that just 
       leapt onto Racine's face.

       EXT. HIGH SCHOOL PARKING LOT - LATER

       Parents and off spring are moving toward their cars.  CAMERA 
       PANS across the crowd to...

       ALICE AND DAN

       hugging.  Her father stands a few feet away.

                           DAN
                 Call me when your shift ends.

       Alice nods.  Dan shakes her father's hand.

                           DAN (cont'd)
                 Goodbye, sir.  I'll have her home by 
                 August.

       Alice's father frowns.

                           DAN (cont'd)
                 Just kidding.

       Dan smiles at Alice and heads off.  Alice hands her gown and 
       flowers to her father as he opens the car door.

                           ALICE
                 Thanks for everything, Dad.

                           ALICE'S DAD
                 You sure you don't want a ride to work?

                           ALICE
                 It's just across the park.

       He climbs into the car.  Smiles his gruff smile.

                           ALICE'S DAD
                 Okay, angel.  Have fun tonight.

       Alice waves goodbye as he starts the car.

       EXT. SPRINGWOOD - DUSK

       Alice walks down an empty street.  Perhaps too empty to be 
       right.  There is a faint SING-SONG NOISE, but it's not yet 
       discernible as anything.

       ALICE

       gives a faint look of ominous recognition.

       ON THE STREET

       Alice passes the entrance to the park.

       INT. PARK - ALICE'S POV

       Groups of kids are playing on the swings, in the sandbox, on 
       the slide.  The SING-SONG continues.

       ALICE

       sees something.

       ALICE'S POV - PAST THE OTHER CHILDREN

       The ELM STREET CHILDREN play their ominous rope games... The 
       SING-SONG becomes identifiable now.  It's the Elm Street 
       Children's Anthem... "three four, better shut the door..."

       ALICE

       Her face hardens with resolve.

                           ALICE
                 No.  This isn't going to happen.

       She closes her eyes tight.  Then opens them again.

       ALICE'S POV

       Worse now.  All the normal children are gone.  Only the Elm 
       Street Kids remain...playing their endless games.

       ALICE

       grows more determined.  Heads into the park.  CAMERA STAYS 
       WITH HER  as she moves with increasing speed.

       THE ELM STREET CHILDREN

       always managing to somehow stay one turn ahead of her.

       THE PARK

       itself has taken on a foreboding darkness.  The trees cast 
       oddly elongated shadows.

       ALICE

       has left the path.  She moves rapidly now through branches 
       that tear at her clothing and her face.  Soon she is running 
       blindly in the direction of the ever present VOICES.  She 
       breaks through some bushes and finds herself in a...

       CLEARING

       An open green in the center of the park.  She is all alone... 
       and the effect, even to the color of the grass at her feet, 
       is dreamlike.  The VOICES have ceased.

       ALICE'S POV - IN A 360 PAN

       There is nothing but the green common with the trees and 
       brush all around it...

       But from somewhere nearby, she hears the chanting VOICES 
       they've added a new couplet.

                           VOICES
                 Nine ten, Freddy's back again...

       CAMERA CONTINUES IN A SECOND 360

       And now, where there was foliage a moment ago we see a set of 
       GOTHIC STEPS, framing a SILHOUETTED NUN.

       ALICE

       stares with intrigue as the children's voices fade.

       ANGLE ON THE STEPS - LOOKING DOWN

       past stone GARGOYLES in the FOREGROUND.  The nun hurries up 
       the steps toward CAMERA, her face obscured by her habit's 
       veil.  As the nun moves PAST CAMERA we see Alice, at the 
       bottom of the steps, hurrying after her.

                           ALICE
                 Wait!

       ANGLE ON ASYLUM DOORS

       at the top of the steps as the nun moves inside.

       ANGLE ON STEPS - FROM INSIDE DOOR

       Alice runs up, INTO SHOT.  Stops.  Glances up at something 
       high above her.

       ON THE ASYLUM TOWER

       rising toward the sky.  Immense and imposing.  Three windows 
       set in a row at the very top, are it's only features.

       REVERSE ANGEL - LOOKING DOWN AT THE STEPS

       INT. HOSPITAL CONVENT - NIGHT

       Completely deserted.  Alice moves slowly down a seemingly 
       endless corridor.  She passes a deserted reception area, then 
       an empty nurses station.  Open doors lead into frightening 
       pits of darkness all along the hallway.

       INTERCUT Alice's pensive watchful face with the shadowy 
       ominous world through which she is walking.  We just know 
       that something really nasty is going to happen.  As she 
       passes an open doorway, she hears a strange, animal SOUND 
       form the room within.  She pauses, looks inside, then recoils 
       with shock as she sees a sheep, it's mouth all bloody, 
       standing with it's lamb, near the carcass of a large, dead 
       snake.  Suddenly she hears the sound of rusty wheels and 
       whirls around to see:

       A FREDDYESQUE BABY STROLLER

       black, ominous looking, rusting, rolls slowly down the 
       corridor toward Alice from behind.  As it moves toward 
       CAMERA, PAN WITH IT TO...

       ALICE

       as she backs against the wall watching the evil pram roll 
       past.  Then Alice notices something beyond it, far down the 
       corridor.  CAMERA follows her gaze to...

       THE NUN

       hurrying SOUNDLESSLY through a doorway.  We only catch a 
       glimpse of her as she disappears from view.

       ALICE

       reacts.  Runs past the stroller towards the nun.

       THE WHITE OF A NUN'S HABIT SWIRLS OUT OF CAMERA to reveal 
       staircase.

       SHOOTING FROM OVERHEAD as Alice moves INTO FRAME and starts 
       up the staircase.

       ALICE'S POV

       Moving up.  There is a SQUEAKY ECHO OF WHEELS OFF-SCREEN.

       ON ALICE FROM BELOW

       as she turns to look down.

       CLOSE ON ALICE

       as she looks back up the stairs.  She takes one step forward 
       and...

       WHAM!!

       She's yanked down OUT OF FRAME!

       A SET OF DOUBLE DOORS

       BANGS open.  Alice lies on a gurney, her head tilted back to 
       face the CAMERA mounted behind her head.  The gurney races 
       down a corridor, pushed by a dirty, unshaven, orderly.

       BANG!!

       She is pushed through another set of doors into

       INT. DELIVERY ROOM

       WHITE HABITED NURSES, AIDES, and DOCTORS all crowd around and 
       peer down at her.

       ALICE

       looks around, horrified and confused.

       A DOCTOR

       leans down toward her.

                           DOCTOR
                 There's nothing to be afraid of.  Just do 
                 exactly what I say.

       ALICE

       sits bolt upright on the gurney.

                           ALICE
                 No!!!!!

       HER POV PANNING

       The crowd of spectators...orderlies, nurses and doctors, have 
       all backed away and now crowd the walls of the room.  STOP ON 
       ALICE AMONG THEM AND TRACK INTO CLOSE UP.  (Alice is still in 
       hospital gown.)

       ALICE (IN THE SPECTATORS)

       Her eyes lock with...

       AMANDA KRUEGER'S

       who is now the one on the gurney, about to give birth.

                           AMANDA
                 Help me...why is this happening again? 
                 Please!  Don't let him do this...

       A painful contraction wracks her body.

       ALICE

       tries to understand the meaning of her words.

       AMANDA

       is now lost in the agony of Freddy's birth.

                           DOCTOR
                 Don't panic, sister.  We've got a breach 
                 birth here.  It's backwards. I'm going to 
                 have to turn it around.  Okay.  
                 Deep breath.  Here we go.  I need you to 
                 push...now!  Push!

       The birth proceeds.

                           DOCTOR (cont'd)
                 Holy shit!!  What is it?!

       A NUN

       stands, holding something in swaddling (which obscures the 
       thing from her view.  She addresses her answer to Amanda.)

                           NUN
                 This is still one of God's creatures, you 
                 know.  Take solace in that.

       AMANDA

       struggles upright on the operating table.  She is drenched in 
       sweat and clearly terrified.  She stares directly into the 
       eyes of the nun holding the swaddled bundle.

                           AMANDA
                 That is no creature of God!

       THE NUN

       gazes at Amanda, shocked by her words.  She starts to speak.  
       Suddenly, the swaddled bundle begins to kick and beat 
       furiously.  The nun fights to keep hold of it, but the bundle 
       struggles free from her grasp and falls under the gurney.  In 
       a second, it scuttles into the shadows.

       We hear a horrible BRAYING SOUND.

       THE ORDERLIES

       involuntarily step back, staring at the thing on the floor.  
       Then general panic sets in.

                           AMANDA (cont'd)
                 Stop it!  Give it to me!

       A few orderlies scramble to close the doors.  Some bolt 
       through them, racing to get away from the thing on the floor.  
       Bedlam reigns as people shout and rush around.

       ALICE

       watches, transfixed.  Then...

       BABY FREDDY'S POV

       streaking towards Alice.  He scuttled between her legs and 
       out through the double doors.

                           AMANDA (0.S. cont'd)
                 Don't let it get away!

       THE DOUBLE DOORS

       swing closed.  PAN to Alice, as she gets back to her feet and 
       turns.  

       ALICE'S POV

       The delivery room is empty.

       ALICE

       turns back to the doors.  She moves slowly and deliberately.

       THE DOORS - ALICE'S POV

       CAMERA moves toward them.

       ALICE

       scared but determined.  She stops in front of them.

       THE DOORS

       HOLD LONG ENOUGH so that we're dead sure something evil is 
       going to jump right into Alice's face.

       ALICE

       takes a deep breath and reaches out to open the doors!

       Nothing awful grabs her.  Her expression changes to one of 
       horrified recognition.

       INT. CHURCH - OVER ALICE'S SHOULDER

       where Freddy "died" in Nightmare Four.  That horrible BRAYING 
       SOUND comes from somewhere nearby.  TRACK WITH HER as she 
       starts into the church.  CRANE UP OVER HER to reveal the 
       church in all its horrid glory, full of Freddyized church 
       artifacts.  There is no sign of the "baby."

       ALICE'S POV

       moving past row after row of pews.  There are SLIMY, GULPING 
       NOISES now, SOUNDS even more unspeakably unpleasant that the 
       thing's BRAYING.  
       The SOUNDS echo in a way that tells Alice nothing about where 
       they're coming from.  The thing could be anywhere.

       ALICE

       ain't to happy about that!

       NEAR THE ALTAR

       Freddy's fetid remains lie in a crumpled heap.  We recognize 
       bits of striped sweater.  A claw catches a stray bit of light 
       from somewhere.  In the distance, Alice moves slowly forward.

       ALICE

       stops for a moment...staring at the place she thought she 
       left her nightmare forever.

       There is a SLITHERING SOUND from the steps leading to the 
       altar!

       ALICE

       watches in horror.

       THE FETAL MONSTER - ALICE'S POV

       now we see this "baby".  It's shape is vaguely human, but 
       with the gleaming skin of a flayed goat.  It seems to grow as 
       it moves.  The thing slithers toward the decaying remains of 
       Freddy's signature outfit.  All the while, its shape is 
       becoming more loathsomely human...

       ALICE

       Her eyes widen as she realizes what is about to happen.

                           ALICE
                 You can't make me bring you BACK!

       THE THING

       begins to crawl in through on of Freddy's pants legs.

       ALICE

       runs toward the altar.

       There is an EAR-SPLITTING NOISE OF WOOD BEING RIPPED AWAY.

       THE ALTAR

       rise from the floor.  The floorboards begin to tilt up toward 
       Alice as they are torn from their foundation.

       The angle of the rising floor throws Alice back.  She looks 
       at the altar.

       ALICE'S POV

       It continues to rise, preventing her from reaching it.

       ALICE

       can only desperately, impotently try to crawl "uphill" 
       through the dust and smoke towards the impending 
       resurrection, powerless to prevent it.

       WE INTERCUT

       Alice's struggle to reach Freddy before he is "resurrected" 
       with...

       SPLINTERING WOOD; SHATTERING GLASS; the RISING ALTAR.

       CLOSE SHOTS of bits and pieces of Freddy's metamorphosis seen 
       through the growing dust of the crumbling church, as that 
       embryonic thing GROWS...into clothes...into the glove...into 
       the body.

       ALICE

       struggles, but there is no way she can even reach the altar, 
       and God knows what she could do even if she did get there.

       ONE FINAL CLOSE UP

       of Freddy's mid-section, stretching fully into shape.  And 
       then, suddenly...

       The floor falls back into its level position with a dust 
       raising THUD.  Alice hits the ground.  HARD.

       SILENCE.  And dust.  Then.

       ALICE

       raises herself up off the floor.  Looks around.

       ALICE'S POV

       Nothing but dust and smoke, back-lit by light streaming in 
       through the broken stained glass windows.

       ALICE

       in BACKGROUND, through the smoke as...in EXTREME FOREGROUND 
       CLOSE-UP, the charred remains of a hand, reconstructing 
       itself, reaches down and slips into the glove.

       ON ALICE

       as she hears the GHASTLY SCRAPING SOUND of Freddy's claws.

       THE ALTAR - ALICE'S POV

       Nothing but the settling dust...and somewhere behind it, a 
       figure silhouetted in the shadows.

       FREDDY EMERGES

       standing in front of the pulpit with his arms raised in an 
       ultimate mockery of the resurrection.

       He looks even a little more grotesque than usual.  Misshapen, 
       like the Crooked Man.  His arms and legs aren't quite the 
       same length.  The joints are twisted so that nothing in his 
       body seems aligned.  Nevertheless, he smiles at Alice, and 
       his smile's more malevolent then ever.

                           FREDDY
                 It's a boy.

       ALICE

       backs away from him, frightened...and angry.  Freddy's not in 
       a very good mood, either.  The two circle each other, keeping 
       their distance.

                           ALICE
                 You can't come back!  I locked the door 
                 on you!

       Freddy laughs, a dry rasping cackle.  Takes a step closer to 
       her.  Terrified, Alice reflexively strikes out.  But Freddy 
       vanishes.  His chilling laugh echoes around the church walls.

       Alice follows that laughter with her frightened eyes, 
       searching for him.  Suddenly...

       Freddy appears right behind her.  He slips his arm around her 
       waist and caresses her tummy with his clawed hand.

                           FREDDY
                 But I found the key!

       Alice almost jumps out of her skin.  She spins around to see

       Freddy throw his head back and CACKLE...then a shaft of light 
       comes through the rear doors of the church.  Freddy turns 
       toward it.  His laughter abruptly dies. 

       Alice faces the doors too.

       AMANDA KRUEGER

       in her nun's habit, gazes at them from a room beyond the 
       doors.  She is RIMLIT, caught in the light streaming from 
       THREE WINDOWS behind her.  She points an accusing finger at 
       Freddy.  (Amanda speaks in the austere voice of a young 
       woman, though it is the same actress playing Amanda 
       throughout.)

                           AMANDA
                 Your birth was a curse on humanity.  But 
                 the more evil that was in me is no more.  
                 I will not allow this to happen again.

       FREDDY

       makes a sound of PURE HATRED as he glares at his mother.  
       He's almost beside himself with rage as...

       AMANDA 

       turns to Alice.

                           AMANDA (cont'd)
                 Bring him home.

       ALICE

       starts to move towards Amanda.  Picks up her pace as she 
       goes.

                           ALICE
                 Home?  How?  Where?

       ON AMANDA AND ALICE

       as Alice now RUNS toward her.

                           AMANDA
                 Rid yourself of...

       But just as Alice is about to reach the doors, they SLAM 
       CLOSED in her face.

                           ALICE
                 No!

       Alice struggles to get the big doors open.  When she does, 
       she hurries through only to find herself...

       INT. CRAVE INN - NIGHT

       ...walking through the diner's front door.  (She's back in 
       her street clothes.)  The place is empty.  Too empty.  We're 
       certain that Alice is still in her nightmare.  She looks 
       around.  Puzzled.  Completely freaked out.  She feels the 
       counter and furniture, checking out the "reality" of the 
       place.

                           VOICE (O.S.)
                     (near shout)
                 Alice!  Where've you been?

       Alice damn near jumps out of her skin.  Spins around!  It's 
       ANNE, a classmate and co-worker of Alice's.  She's pretty 
       pissed off.  Relieved, Alice starts to break down.  She's 
       obviously disturbed and frightened.

                           ALICE
                 Anne!  Oh god, I'm glad it's you.  It was 
                 terrible.

                           ANNE
                 You're hours late.

       She throws her apron at Alice.  WHIP PAN with the apron to 
       Alice.  She's genuinely stunned.

                           ALICE
                 Hours?  Last thing I remember was 
                 crossing the park...

       She looks at the clock.  It's after midnight.  Anne angrily 
       gathers her things.

                           ANNE
                 The party'll be history by the time I get 
                 there... Great!

       Alice just stands there, stunned.  Anne shakes her head and 
       moves toward the door.

                           ANNE (cont'd)
                 I wish I could get a prescription for 
                 whatever you're on.

                           ALICE
                     (not hearing)
                 ...what?

                           ANNE
                 I said thanks a lot, Alice.  For nada!

       The door slams as Anne goes out.  Alice reaches for the 
       telephone.

       EXT. CAMPUS SWIMMING POOL - NIGHT

       A raucous pool party in full swing.  People are splashing 
       around in the water.  Some dive from pool's edge to 
       cannonball their friends.  Laughter. Chatter.  And the blare 
       of loud ROCK MUSIC fills the air.  Suddenly...

       A GIRL'S BLOODCURDLING SCREAM

       rises above the cacophony.  People scatter to get the hell 
       out of the way as...

       YVONNE

       leaping off the high-dive, plunges like a graceful comet 
       toward the water's surface.  Strikes the water where everyone 
       else used to be.

       She comes to the surface and swims to the pool's edge amid 
       applause from the others.  As she climbs from the water, 
       FOLLOW HER through the swirling crowd of partying teens to 

       DAN AND MARK

       Dan sleepily lies in a lounge chair.  An unopened bottle of 
       champagne, decked with a ribbon, rests beside him.  Mark is 
       busy sketching in his book -- a "big hunk" with his arms 
       around two "babes".  He takes a sip of beer.

       Greta sits next to them in a gorgeous bikini.  She reaches 
       into an ice chest and hands Dan a beer. 

                           GRETA
                 So what did your dad say about you and 
                 Alice going to Europe?

       Dan passes the beer to Mark, who lines it up next to the one 
       he's already got.  

                           DAN
                 Not much.  He mostly screamed.  Thinks 
                 I'm throwing my life away.

                           YVONNE
                 Who's throwing their life away?

       Yvonne towels off herself as she tries to catch up on the 
       conversation.

                           MARK
                 Dan.  And he's taking Alice with him -- 
                 pretty good dive Yvonne.  You've been 
                 practicing.

                           YVONNE
                 Two hours a day, six days a week.

       Greta offers a beer to Yvonne.

                           GRETA
                 Have another one, sounds like you need 
                 it.

                           YVONNE
                 Naah, I'm done.  Got to be on shift in a 
                 couple hours.
                     (gesturing to pool)
                 Aren't you going in?

                           GRETA
                 Nah.  It's getting too cold for me, and 
                 my wonderful mother will kill me if I 
                 screw up my hair.  She's got some model 
                 agency guy coming to dinner tomorrow 
                 night.

                           DAN
                 Don't you ever get tired of your mom 
                 trying to run your life?

       The others turn toward him.  Mark and Greta know just what 
       Dan means.  Yvonne shrugs, matter of factly.

                           YVONNE
                 Don't let 'em.

                           DAN
                 Sure, no problem.

                           MARK
                 He's right.  Sometimes I feel like I'm 
                 living with Melicertes.

                           GRETA
                 Who?

                           MARK
                 Oh, he was this ancient guy I read about 
                 who like, killed his kids 'cause they 
                 didn't want to run the kingdom the way he 
                 thought they should.

       Greta stares at him, blown away.

                           GRETA
                 You're weird, you know that?

       There is a beat, as all ponder this in silence.  Then Mark 
       breaks their reverie.  Grabs Dan's champagne.

                           MARK
                 Screw 'em.  Open the champagne.  Let's 
                 have a party.

       Dan grabs the bottle away.

                           DAN
                 Hands off squirrel.  That's for me and 
                 Alice...for later.

       Behind them we hear the SOUND of a glass breaking O.S., 
       followed by a loud OUCH!  They turn toward the sound.

       ANGLE ON POOL'S EDGE

       One of their classmates clutches his foot in pain, then pulls 
       a piece of broken glass out.  BLOOD pours out of the wound.

       ANGLE ON MARK, DAN, GRETA AND YVONNE

       Everyone cringes.  But Mark really reacts.  He turns PALE.  
       Closing his eyes tight.

                           MARK
                 Oh man!  I could've gone all night 
                 without looking at that.

                           GRETA
                 I don't believe this... All that gore you 
                 paint in the comics and you're squeamish?

                           DAN
                 Just a little blood, guy.

                           MARK
                 Red ink I can handle by the bucket load.  
                 The real stuff makes me... you know.

                           YVONNE
                     (joking)
                 Vomit?

                           MARK
                 Faint.

       Dan shakes his head at Mark's sensitivity.  He closes his 
       eyes and leans back on the lounge chair as a JOCK approaches 
       the group.  Greta pats Mark on the shoulder.

                           GRETA
                 You can look now, it's safe.

       Mark opens his eyes as the Jock leans toward them.

                           JOCK
                 Yo, Dan.  Telephone.

       Dan nods.  Sets the bottle down and begins to head away.

                           DAN
                 I'll be right back -- and don't mess with 
                 the bottle.

                           GRETA
                 We'll guard it with our lives.

       INT. CRAVE INN - NIGHT

       Alice talks on the telephone - trying to remain calm.

                           ALICE
                 It was him.
                     (she pauses)
                 I was awake when it happened.  Do you 
                 understand what I'm saying?  He must have 
                 dreamt himself up...Jesus, Dan...I'm 
                 scared.

       She listens.  Seems to feel a little relief.

                           ALICE (cont'd)
                 I will...just hurry, okay?

       EXT. CAMPUS SWIMMING POOL - NIGHT

       Mark sits next to Greta, showing her his sketchbook.  Yvonne 
       is stretched out in Dan's lounge chair.  Dan hurriedly 
       approaches and yanks his jacket from the back of the chair, 
       pulling Yvonne up a couple inches.

                           YVONNE
                 Somebody die?

                           DAN
                 Nah.  I just gotta go.

       Mark turns to Greta with a knowing grin.

                           MARK
                 Alice beckons.

       Dan starts to hurry away.  Mark calls to him.

                           MARK (cont'd)
                 Hey, Romeo.  You forgot the secret 
                 ingredient.

       Dan stops.  Mark hefts the champagne.  Dan grabs it, almost 
       in afterthought and rushes away.

                           MARK (cont'd)
                 There he goes, the fast man on three 
                 legs.

       EXT. HIGHWAY - NIGHT

       Dan's truck speeds along a deserted stretch of road.

       IN THE TRUCK

       Dan is at the wheel.  He looks intense, worried about Alice.  
       He's also very tired.  The VOICE of an abrasive TALK RADIO DJ 
       fills the cab.  We listen to him while Dan fights to keep his 
       eyes open.

                           D.J. (O.S.)
                 Right, lady...and Elvis killed Marilyn 
                 'cause the Kennedy's put fluoride in his 
                 water.  WHAT'S THE MATTER, LADY...DID YOU 
                 GO OFF YOUR MEDICATION?!

       He hangs up on her.  PUSH IN CLOSER and CLOSER on Dan as this 
       conversation continues.

                           D.J. (O.S. cont'd)
                 Jesus...is there anyone out there with a 
                 functioning brain that wants to talk to 
                 me?
                     (a beat)
                 Line two...you're on the air.

       Dan's eyes close for a second.  There is an eerie BUZZ and 
       STATIC from the radio.

                           MRS. JORDAN (O.S.)
                 I'm calling about my wayward ex-son 
                 Daniel, who has just acted like on 
                 ungrateful, unmanageable Dickweed, ever 
                 since he was seduced by this bimbo, slut-
                 whore, Alice...

       Dan's eyes open and he stares in shock at the radio which has 
       transformed itself into a rusting antique.

                           DAN
                 Mom...?

       Then another voice comes to him through the radio.

                           FREDDY (O.S.)
                 If I were you lady, I'd kill the 
                 ungrateful piggy!

       THE RADIO

       changes from "talk show" to a BLARINGLY LOUD HEAVY METAL 
       STATION.  Les's brilliant speed metal masterpiece "Fast Track 
       To Hell" fills the car.

       DAN

       stares down at the radio.  His confusion has given way to 
       fear.

       THE SEAT BELTS

       snake out to impossible length, wrapping around his arms.  
       Dan manages to keep his right hand free, but the belts wind 
       around the rest of his body, pinning his left arm uselessly 
       to his chest.

       THE TRUCK

       crosses over onto the center divider, out of control.

       CLOSE ON GAS AND BRAKE PEDALS

       Dan tries to hit the brakes.  But as his foot comes off the 
       accelerator, the BRAKE PEDAL snakes around and slams down on 
       top of his foot, pushing the accelerator to the floor.

       DAN

       winces in pain.  Wrenches his left arm free of the belts and 
       grabs the wheel.  Desperately reaches with his right for the 
       GEAR SHIFT, which ducks away from his groping hand like a 
       darting cobra.

       THE TRUCK

       lurches across the center divider and charges into the 
       oncoming traffic!

       DAN

       hunts wildly for the elusive gear shift. Hears a LOUD POP 
       from inside the cab.  He looks over...

       FREDDY

       is now sitting in the passenger seat, clutching Dan's bottle 
       of champagne.  His side of the truck is now "Freddyized".  He 
       takes a huge gulp of champagne.  Then...spits it out.  It 
       hits the dash, SIZZLING like ACID.  More of it runs down his 
       arm and shoulder.  It's smoking, too.  He turns to Dan.

                           FREDDY (cont'd)
                 Bad year.

       DAN

       some of the drops hit him, burning his chest and arms.  Dan 
       SCREAMS!

       FREDDY

       His striped jersey begins to smoke as the shoulder socket 
       melts away.  Freddy grins.  Turns to Dan.

                           FREDDY (cont'd)
                 Better buckle up.

       LOW ANGLE ON FREDDY

       as he reaches with his left arm and RIPS his right arm off.  
       Then he welds the smoking socket onto the doorjam above the 
       corner of the passenger window... and pulls his on his CLAW.  
       His arm STRETCHES like an extending seatbelt.  He hooks his 
       claw into a "Freddy buckle" at his waist.

       DAN

       has been watching all this in horror.  Suddenly...he hears a 
       loud HONK.  WHIP PAN with Dan to his POV through the 
       windshield as the BRIGHT LIGHTS of an approaching truck WHITE 
       OUT OF FRAME.

       TRACKING TOWARDS DAN

       as he looks down at the gear shift lever.

       CLOSE ON HIS HAND

       slamming the lever into REVERSE.

       CLOSE ON DAN'S TRUCK TIRE

       skidding on the pavement.  Burning rubber.  Starting to melt 
       as the brakes lock!

       DAN

       is slammed headfirst through the windshield.  Shattering 
       glass EXPLODES all around him, as Dan flies over the hood!

       EXT. CAMPUS SWIMMING POOL - NIGHT

       CLOSE ON CEMENT AT POOL'S EDGE

       Dan slams down INTO SHOT, bouncing on the hard ground.  His 
       lounge chair tumbles after him.  Dan's entire body is 
       lacerated with small cuts, his hair is singed and what's left 
       of his clothes are tattered, smoking shreds.

       He manages to untangle himself from the overturned chair and 
       get to his feet.  Somewhere a telephone is RINGING.  That's 
       what must have awakened him in time to save his life.

       Dan looks around, dazed.  The pool is empty.  The party has 
       broken up.  Dan turns toward the ringing phone.

       Behind him is a glassed in cubicle/office.  The ringing phone 
       sits on a desk inside.  Dan tries the door.  Locked.  Then 
       suddenly comes to his senses in recognition.

                           DAN
                 Alice!....

       Dan turns, and charges toward the parking lot.

       EXT. CAMPUS PARKING LOT - NIGHT

       DAN'S TRUCK in the FOREGROUND.  Beside it sits a gleaming 
       MOTORCYCLE.  Dan comes running INTO SHOT, searching himself 
       for his keys.  Can't find them.

       He tries to open the truck's door.  Locked.  He slams the 
       hand against it in frustration.  Then notices the Yamaha 
       1200.

       Its key is snugly in the ignition slot, like an invitation.  
       Dan hops on the bike.  Turns the key, and kick-starts the 
       monster.  The engine jumps to life.

       AT THE PARKING LOT EXIT

       From across the lot we see Dan and bike charging toward us.  
       He roars PAST CAMERA and screeches onto the street.

       EXT. STREET - NIGHT

       Dan guns the bike's motor and races toward the Crave-Inn.  
       Suddenly...

       THE ENGINE

       gives a terrific GROWL.  The bike's front end comes off the 
       ground as the bike goes into a wheelie, then accelerates down 
       the street at an outrageous speed.

       DAN

       frantically dodges several cars, swerving into the oncoming 
       lane to pass one, then careening back to avoid a pair of 
       looming headlights.  Dan looks down at the instrument panel.

       CLOSE ON PANEL

       All the gauges are RED LINED.

       DAN'S FACE

       begins to distort with the G-FORCE of this impossible ride.  
       The bike just keeps increasing speed.

       THE INSTRUMENT PANEL

       goes out of control.  The gauges swing erratically.  They 
       begin to speed up dizzyingly, then...

       THE PANEL EXPLODES!

       Its cover flies away in shards revealing a frenzied 
       collection of MOVING WIRES and BLINKING LIGHTS beneath.

       The wires and lights begin to ungulate in an evolution of 
       patterns.  Soon we realize a FACE is beginning to form out of 
       this tangled, sparking mess.

       THE BIKE

       is moving so fast now the other cares are only passing blurs.  
       Dan slaloms through them at an impossible rate.

       THE INSTRUMENT PANEL

       continues to metamorphasize.  Wires spark and leap as they 
       wind in and around each other.  Lights at the top move toward 
       the center to form two eyes.

       Shards of sparking metal marshal themselves into two rows of 
       electric teeth.

       Other wires form cheekbones, lips, and the sickeningly 
       recognizable scar patterns of Freddy's skin.

       And that's just what we're looking at...

       CYBERNETIC FREDDY!

       His electric eyes stare up at Dan's frightened face with the 
       glee of anticipation.  He speaks with Mr. Jordan's voice.

                           FREDDY
                 Time to feel the need for speed, 
                 Dickweed!

       DAN

       stares down at the face in horror.  Then he sees something 
       really bad...

       DAN'S POV

       his right hand clutches the handlebar/throttle.  Cables feed 
       out from the brake and throttle grip and PLUNGE INTO HIS HAND 
       with a smoking SIZZLE, attaching him to the machinery.  His 
       skin begins to undulate and BUBBLE UP.

       WHIP PAN

       To Dan's left hand.  Cables have melded with his bubbling 
       flesh there, too.

       CAMERA CRANES DOWN

       across the side of the bike, where the gas tank is starting 
       to transform into a hideous living creature/machine.  
       Distended ribs protrude.  The gas tank/torso begins to 
       undulate as it breathes...

       CAMERA CONTINUES DOWN

       toward the cylinders, which stretch and begin to breathe, 
       then comes to rest between them and the whirring spokes of 
       the front wheel.  Then...

       CAMERA PANS UP

       and we see Dan from below the handlebars.  Through the 
       tatters of his shredded clothes we see more cracking, 
       bubbling skin.  His face is wracked with torture and 
       something beyond even horror.  Suddenly...

       THE HANDLEBARS

       now joined completely to Dan's hands, THRUST DOWNWARD, 
       slamming his chest to the body of the bike.  Dan stares into 
       Freddy's robotic face, now an inch from his own.

       CAMERA TRACKS

       from left to right, passing beneath the breathing cylinders.  
       The highway blurs below us.  The CAMERA emerges on the left 
       side of the bike, looking back toward Dan's left leg.

       THE EXHAUST PIPE

       is merging with Dan's leg.  Growing into it, as Dan's skin 
       continues to bubble, and billow up, then peel off...

       TILT UP TO DAN'S FACE

       and now we realize that Dan has become a MACHINE/MAN, like a 
       butterfly emerging from its cocoon.

       CLOSE ON DAN'S FACE

       Only his eyes remain human.  Dan struggles, continuing to 
       meld with the machine.  He opens his mouth, forcing the 
       metallic skin to crack around the edges, and begins A LONG 
       HIDEOUS SCREAM.

       CAMERA RAPIDLY PULLS BACK

       to reveal a FULL SHOT of the FREDDY BIKE hurtling down the 
       street that has become nothing more than an abstract blur of 
       movement and light.  Dan's SCREAM continues to build, forming 
       into a plea of terror...

                           DAN
                 AAAALICE!!!!

       FREDDY'S FACE/INSTRUMENT PANEL

       PUSH IN on Freddy's leering grin.

                           FREDDY
                 Don't dream and drive!

       EXTREMELY CLOSE ON DAN'S EYES

       looking down at Freddy.

       A bright light washes over Dan's eyes; We hear an 
       EARSPLITTING DIESEL HORN!  Dan looks up INTO CAMERA.  Squints 
       against the light.

       DAN'S POV FROM INSIDE DAN'S TRUCK

       A MASSIVE DIESEL SEMI TRUCK hurtles toward CAMERA like a 
       juggernaut.

       PULL BACK to reveal that the POV is now from inside Dan's 
       truck, staring out the windshield at the twin beams of an 
       APPROACHING SEMI!

       CAMERA TILTS DOWN to Dan's unattended steering wheel...

       REVERSE ANGLE - FAST TRACK

       through the windshield, IN SLOW MOTION.  Dan frantically 
       tries to return his now human hands to the wheel...too late!

       DAN'S POV

       the semi's BRIGHT CHROME RADIATOR FILLS THE SCREEN!

       INT. CRAVE INN - NIGHT

       CLOSE ON A HOT GRILL

       as a HAMBURGER PATTY is dropped into it.  The meat begins to 
       SIZZLE.  A RADIO plays.

       ALICE

       she is pouring a late night CUSTOMER a cup of coffee.  
       Suddenly...the restaurant SOUNDS distort.  She hears Dan's 
       VOICE calling her name.  Alice snaps to as the coffee cup 
       she's filling overflows.  She drops the pot of coffee.  The 
       entire wall behind her changes to

       AN EXTREME CLOSE-UP OF DAN'S RUSTED, NIGHTMARE FACE - 
       SCREAMING HER NAME!

       Alice turns.  Runs toward the wall.

                           ALICE
                 Dan...

       DAN'S HIDEOUS FACE PULLS AWAY as his DISTORTED, GROTESQUE 
       BODY goes flying backwards down a long MEMBRANOUS TUNNEL away 
       from Alice.

       He disappears into the depths just as Alice reaches the wall.  
       She stretches out her hand...and the wall returns to reality.

       ALICE

       is wracked with a SPASM and PAIN!  She clutches her stomach 
       and doubles over, as though she'd been kicked.  She fights 
       the pain away.  Then gets up and runs wildly to the street.

       EXT. CRAVE INN - NIGHT

       Alice charges out of the diner.  Behind her, far down the 
       street, we can make out the silhouette of a JACK-KNIFED SEMI, 
       back-lit by the flames and smoke of DAN'S BURNING TRUCK!  We 
       hear the BLARE of a jammed horn.

       A SERIES OF JUMPCUTS BETWEEN Alice's face and her POV END 
       CLOSE ON HER FACE as she SCREAMS.

       CAMERA TURNS WITH HER and FOLLOWS HER as she runs panicked, 
       toward it.  The BLARING horn grows LOUDER.

       As she nears the semi, the driver's door swings violently 
       open!  A figure LURCHES from the cab.  Grabs her as she moves 
       past.  The momentum swings them both around.

       THE TRUCK DRIVER

       his bloody face is lit by the burning wreck of Dan's truck.  
       His eyes are glazed and shocked.  He SCREAMS madly into 
       Alice's face.

                           TRUCK DRIVER
                 He came flying out of nowhere!  Like he 
                 was a fucking rocket!  I didn't even see 
                 him...

       We hear a WALL of approaching SIRENS.  Alice's tear-stained 
       face is strobed in a flashing red light as she looks past the 
       semi driver to see Dan's mangled body enmeshed in the 
       wreckage.  As she tries to get to him his eyes snap open and 
       he looks straight at her.

                           DAN
                 It was him!

       Blood wells from his gaping wounds as he chokes and dies.  
       Her eyes begin to lose focus.  In a moment...Alice collapses, 
       falling OUT OF FRAME...leaving only the black of the night 
       sky.

       INT. HOSPITAL OBSERVATION ROOM - NIGHT

       BLACK.  Then... Alice's rim-lit profile moves into frame.  
       Track around to reveal Yvonne working in the background.  
       Continue tracking to reveal that we're in an unlit hospital 
       room.  What little light there is comes from the glass 
       observation window in the background.

       Through the window we can see Alice's father conferring with 
       a DOCTOR, Dan's parents and TWO POLICE OFFICERS.  Beyond them 
       we see traffic in the corridor.  Alice's eyes open suddenly.

                           ALICE
                     (quietly)
                 It was him.

       Yvonne hears her and comes over, leaning into frame.

                           YVONNE
                 You're alright...It's okay, honey.  I'm 
                 right here.

       Alice stares at Yvonne.  Things are far from alright.

                           YVONNE (cont'd)
                 Alice, Dan's been in an accident...

       Alice shakes her head.

                           ALICE
                     (in a monotone)
                 It was no accident.  It was Krueger.  He 
                 used to get in through my dreams, but not 
                 anymore.  He's found some other way.

                           YVONNE
                 Alice, it's no dream.  I'm sorry...Dan's 
                 dead.

       Alice stares at her as her eyes fill with tears as she 
       remembers.  As she starts crying she clutches Yvonne in a 
       desperate embrace.  At the sound of her crying, Dr. Moore and 
       her father leave Dan's parents and approach Yvonne and Alice.

                           ALICE'S DAD
                 I'm so sorry, honey...

                           ALICE
                 Daddy, he's coming back...Krueger's 
                 coming back.  Make them understand.

                           YVONNE
                     (looking at Dr. Moore 
                      nervously)
                 Calm down.  Take it easy.  You're hitting 
                 shock.

                           ALICE'S DAD
                 Alice.  The police found fragments of a 
                 champagne bottle...

                           ALICE
                 Dan didn't drink.  You know that.  It was 
                 probably for me - to celebrate our trip.

       Her father looks away, helpless.  Dr. Moore turns to him and 
       speaks in a confidential, professionally calm voice.

                           DR. MOORE
                 These sorts of outbursts aren't entirely 
                 uncommon.  Many women have them in the 
                 first few weeks.  Especially if they've 
                 suffered a traumatic shock.
                     (to Alice)
                 But don't worry young lady, you're going 
                 to be fine.

                           ALICE
                     (getting increasingly 
                      hysterical)
                 I won't be fine and neither will any of 
                 my friends.  We've got to do something.  
                 Dan's already dead...Don't you see?  He's 
                 back and he's just getting started.
                     (as she remembers what Moore 
                      just said)
                 What do you mean?  What's he talking 
                 about?  What's wrong with me?

       Yvonne speaks up, trying to be comforting.

                           YVONNE
                 Nothing.

       She and Alice hold eyes for a beat.  Everyone is silent.

                           YVONNE (cont'd)
                 You're just a little pregnant.

       CLOSE ON ALICE

       Stunned.  She lies back, closing her eyes tightly.  A tear 
       forms at the edge of one and spills down her cheek.

                           ALICE'S DAD (O.S.)
                 The doctor wants to keep you here 
                 overnight...

                           DR. MOORE (O.S.)
                 Just for routine observation.  To make 
                 sure you're as comfortable as possible.

       Alice hasn't been listening.  We hold on her troubled face as 
       she opens her eyes again, the full ramifications sinking in.

                           ALICE
                     (to herself)
                 Dan's baby...

                                                          FADE OUT.

       FADE IN:

       INT. HOSPITAL OBSERVATION ROOM - DAWN

       Alice lies in bed, apparently asleep.  The camera pans slowly 
       around the room.  It is eerie in here now with the long 
       shadows of hospital equipment thrown across the walls by the 
       dimmed hallway lights.

       The camera continues slowly, deliberately to move around the 
       room until we are on the OPEN doorway.  STOP.

       JACOB

       a boy of about six or seven years stands there, watching 
       Alice.  He's frail.  Other worldly.  Not ghost-like, but 
       possessing a strange, transcendent quality.

       He wears a white hospital robe and stands without moving, 
       just staring at Alice with a transfixed smile of happiness.

       Alice's gaze at the ceiling slowly moves toward the child, as 
       though she were willed by some force to notice him.

       She's startled at first by his presence.  Then she realizes 
       he's only a boy.  Even if he is a little odd.

                           JACOB
                 Hey...wake up.

                           ALICE
                     (tentative)
                 Huh?

       They gaze at one another for a beat.  They each seem to be 
       transfixed by each other.

                           ALICE (cont'd)
                 Hi there.

                           JACOB
                 My name is Jacob.

       She smiles.  She waits.  He just watches.  He stands there in 
       the way that little kids have of feeling no need to fill a 
       silence with conversation.

                           ALICE
                 Shouldn't you be in your room, Jacob?

                           JACOB
                 It's lonely in there, in my room.

                           ALICE
                 My name is...

       He cuts her off with:

                           JACOB
                 I'm sorry your boyfriend got killed.

                           ALICE
                     (shocked)
                 How did you know that?

                           JACOB
                 I could tell you were sad.  I just wanted 
                 to see if you were all right.

       He smiles kind of shyly and turns.  Alice calls after him.

                           ALICE
                 Jacob.  Wait.  Don't go.

       But he has already disappeared down the dark corridor.  HOLD 
       ON Alice's troubled face.

       EXT. HOSPITAL - DAY

       Alice and Yvonne walk out of the building.

                           ALICE
                 Have you visited the little boy on my 
                 floor?  Jacob, the one who looks kind of 
                 sad?

                           YVONNE
                 There aren't any little boys on your 
                 floor.

                           ALICE
                 He must've wandered up from the 
                 children's ward.  I just wondered what 
                 was wrong with him.

       Yvonne shakes her head.

                           YVONNE
                 We don't have a children's ward.

       Alice stops.  Puzzled.

                           ALICE
                 But he was wearing a hospital robe.

       Yvonne looks at Alice with a mixture of impatience and 
       compassion.

                           YVONNE
                 I don't know what to tell you.

       Alice takes this in.  Thinks about it.  Yvonne looks a little 
       more concerned about Alice's state of mind.

                           ALICE
                 Did everyone call everyone?

                           YVONNE
                     (hesitant)
                 They're waiting for us...but let's keep 
                 this dream stuff between you and me.

       INT. ALICE'S BEDROOM - DAY

       CLOSE ON ALICE

       pacing and speaking animatedly.  CAMERA tracks with her.

                           ALICE
                 Amanda Krueger was a part of a religious 
                 order that ran that asylum.  She was 
                 raped and had the baby there in the 
                 1940's.  That baby grew up to be Freddy 
                 Krueger who murdered twenty or thirty 
                 kids right here on Elm Street.

       Mark, sitting at Greta's feet.  He glances up from his 
       sketchbook, intrigued.  Track back with Alice to...

                           ALICE (cont'd)
                 He got caught but the courts cut him 
                 loose on a technicality.  
                 The parents of the murdered kids formed a 
                 posse and killed him.  Torched him.

       Track to Greta.  Hold on her disbelieving face.  She lights 
       up a cigarette.

                           MARK
                 Cover girls couldn't smoke.

       She blows smoke in his face.

                           ALICE
                 But that was just the beginning.  He 
                 keeps on killing...only now he kills 
                 people in their dreams, their nightmares.  
                 And he uses my dreams to get to his 
                 victims.

       ANGLE ON GRETA AND YVONNE

       exchanging dubious, concerned-for-Alice looks.  Mark seems 
       incredulous.  Keeps on sketching.

                           MARK
                 I've got to write some of this down.

                           ALICE
                 That's why it's my fault Dan's dead.

                           YVONNE
                 Stop saying that, it's bullshit.

                           GRETA
                 I want to talk about the baby.

                           MARK
                 Yeah, congratulations...I guess.

       Alice angrily cuts them off.

                           ALICE
                 That's not what we're here for!

       There is a beat, then...

                           YVONNE
                 Look.  Dan's parents were pushing him.  
                 Pushing him hard.  He was bitching about 
                 it at the party last night.  He was under 
                 pressure.  We all are.

                           GRETA
                 Pushy parents can make you more than a 
                 bit crazy.

                           ALICE
                 What's that got to do with it?

                           YVONNE
                 When Dan died you weren't even asleep.  
                 You said so.  End of story.

       Alice glares at them, adamant.

                           ALICE
                 Than he must have found another way.

       Greta looks down at Mark's drawing:  sees his comic book 
       sketch of the one-hundred maniacs.

                           GRETA
                 Christ, Mark!  Mister compassion.

                           ALICE
                 Listen!  This isn't a goddamn joke!  He 
                 gets in through my dreams -- somehow.  I 
                 thought I could control it, but 
                 something's changed, and I don't know 
                 what he'll do next.

       Everyone stares at her.  Not knowing what to say.

                           MARK
                 Look, we all liked Dan. And we love 
                 you...

       Great stands.  Puts her hands on Alice's shoulders.

                           GRETA
                     (interrupting)
                 Bottom line, Alice.  Anybody, 
                 supernatural or not, that wants to hurt 
                 you - he'll have to go through us first.

                           YVONNE
                 All of us.  Right?

       Greta nods in agreement.

                           ALICE
                 That's what I'm afraid of.

       Hold on Alice, then...

       INT. ALICE'S KITCHEN - NIGHT

       Alice removes a couple of frozen microwave dinners from the 
       refrigerator and sets them on the counter.  
       While she does so, the CAMERA TRACKS around and as she leans 
       on the counter, we push in to reveal she is lost in thought, 
       tears forming in her eyes.

       Her father comes in carrying a bag of groceries - healthy 
       stuff: veggies, chicken, fruit, Rye Crisp, juices.  As he 
       comes in, Alice covers up her tears and turns away to put the 
       dinners in the oven.  He obviously has something to say to 
       her in mind and the two of them talk simultaneously.

                           ALICE
                 How was the meeting?

                           ALICE'S DAD
                 Sobering...

                           ALICE
                 Very funny.

                           ALICE'S DAD
                     (unpacking groceries)
                 Alice...

                           ALICE
                     (interrupting)
                 Since when are you such a smart shopper?

                           ALICE'S DAD
                 Since my little girl became a mom...

                           ALICE
                 You disappointed in me?

                           ALICE'S DAD
                 No, I'm not.  I sort of hope it's a boy.  
                 Be nice to have a boy playing in the 
                 house again.

       Alice looks at him, then hugs him.  A beat.  Her father 
       gently pries her away.  Manages a little smile.

                           ALICE'S DAD (cont'd)
                 Just don't make a habit of it.

       Alice smiles back.  Reaches for the can opener.

                           ALICE
                 C'mon.  Let's do salad.

       INT. GRETA'S BEDROOM - NIGHT

       CLOSE ON GRETA

       from behind, sitting on the edge of her bed.  All around her, 
       propped up on pillows, and covering her dresser and chairs, 
       are SEVERAL DOLLS.  Some of which are clearly wind-up with 
       keys in their backs.  Everything from Barbies to European 
       porcelain.  Her mother's shrill voice comes from down the 
       hall as we hear her try to open Greta's locked bedroom door.

                           MRS. GIBSON (O.S.)
                 Greta...

       CAMERA SLOWLY TRACKS until we are facing Greta and we see 
       that she is holding one of the delicate china dolls in her 
       hands.  She stares at it, lost in thought.  Her eyes move to 
       something at her feet.

       DOWN ANGLE

       An 8X10 blow-up of the snapshot taken on graduation day lies 
       on the floor.  In the center is Dan, surrounded by his 
       parents and friends.

       GRETA

       contemplates the picture.  Her eyes well up.  A tear begins a 
       slow track down her cheek.

                           MRS. GIBSON (O.S. cont'd)
                 Our guests are waiting, dear.  
                 Appearances, you know, let's not make 
                 them impatient.

                           GRETA
                     (to herself)
                 Flash 'em your boobs.  The sight of all 
                 that plastic ought to stun 'em for a 
                 while.
                     (then calling out)
                 Coming Mother!

       Greta pulls herself together.  Wipes her eyes.  Sets up the 
       china doll on the bedstand next to the photo.  Gets up.

       ANGLE ON CHINA DOLL

       in FOREGROUND as Greta moves to her bedroom door in 
       BACKGROUND and EXITS.  As the door closes, the precariously 
       perched doll teeters then gently tumbles out of shot.

       ON THE YEARBOOK - EXTREME SLOW MOTION

       As the doll floats INTO SHOT, falling towards the photograph, 
       cracking apart on impact...

       INT. GRETA'S DINING ROOM - NIGHT

       CLOSE ON HANDS

       opening a bottle of wine.  The cork comes out with a muffled 
       pop and the hand begins to pour.

                           MRS. GIBSON (O.S.)
                 It's true, people are always mistaking us 
                 for sisters.

       RACINE GIBSON

       sits at the head of a massive table, hosting one of her 
       expensively catered dinner parties.  Though she doesn't look 
       in the least like Greta's sister, the other guests nod and 
       titter politely.

       The house is decorated in "modern pretentiousness" and the 
       guests match the spirit of the room.  Greta sits at the 
       opposite end of the table from her mother, wearing a 
       beautiful white dress.

       One of the guests turns from Greta to her mother.

                           GUEST
                 Greta certainly has the perfect body for 
                 modeling.  You know, Eileen Ford's a 
                 friend of mine.
                     (to Greta)
                 I told her about you.  She's very 
                 interested

       Greta doesn't respond.  Her mother's delighted.

                           MRS. GIBSON
                 Greta, you're being offered the chance of 
                 a lifetime!  I think you should show a 
                 little gratitude.

                           GRETA
                 One of my friends died yesterday, mother.  
                 DO you mind if I take a few hours off to 
                 remember him?

                           MRS. GIBSON
                 But we're having a party, dear.

       She glares at her mother.  A half-drunk TRENDY GUEST speaks.

                           TRENDY GUEST
                 I read about him.  Drunk or something, 
                 wasn't he?

       Mrs. Gibson cuts her off, trying to damage-control Greta's 
       association with someone her guests might disapprove of.

                           MRS. GIBSON
                 He was just a friend of Greta's, not 
                 someone special, not someone she was 
                 seeing, you understand.  Really just an 
                 acquaintance...

       Another guest speaks up, a THIRTYSOMETHING TYPE.

                           THIRTYSOMETHING GUEST
                 Sad.  It reminds me of Fitzgerald.  
                 Although in his stories, it's general the 
                 women who have pointless, violent deaths.

       Greta tires to ignore him.  The other guests jump in with 
       their own literary allusions and comparisons.  Greta CLOSES 
       HER EYES to shut them out.  For a second she seems to nod. 
       Catches herself.  Looks up as...

       FREDERICK, the caterer, steps forward and offers her 
       selections from a tray of food.  We don't see his face, but a 
       sliver of a GREEN AND RED STRIPED JERSEY peaks out from above 
       his starched tuxedo collar.  Greta shakes her head no.

                           GRETA
                 No thank you.  I'm not hungry.

       Frederick steps away.  The other guests strangely cease 
       conversing mid-sentence and turn to her.  Greta's mother 
       notices with alarm.  Faces her daughter.

                           MRS. GIBSON
                 Aren't you eating?

                           GRETA
                 I don't really feel up to it.

       The other guests begin to eat voraciously.

                           MRS. GIBSON
                 Really, dear.  You ought to try 
                 something.

                           GRETA
                     (sharply)
                 You're the one who's always slapping my 
                 hand about weight-watching.

       Her mother glances nervously at the other guests.  Her voice 
       takes on a shrill edge.

                           MRS. GIBSON
                 But that's why we diet, dear.  So we can 
                 eat at social events and not upset the 
                 other guests.

       FREDERICK INTRUDES

                           FREDERICK
                 Madam, if I may...

       He wheels in a trolley with a sterling silver chafing dish on 
       it.  He turns to Greta and pushes in the tray to the hideous 
       baby chair, which Greta's chair has become, pinning her in 
       place.

       The guests continue chowing down, while Mom beams 
       approvingly.  Greta stiffens into a parody of too-straight 
       posture.

       Frederick removes the lid of the sterling silver chafing dish 
       with a flourish, revealing a perfect, miniature doll-like 
       replica of Greta.

       With a flourish, he proceeds to slit it open, filleting it in 
       front of Greta's horrified eyes with one of the blades on 
       Freddy's clawed hand.

       Frederick has now become Freddy, transforming from the normal 
       Robert Englund to Freddy Krueger.

       At the end of the blades on Freddy's claw, a sharpened silver 
       spoon now exists.

       He scoops into the dissected doll and begins to feed Greta, 
       forcing some of the mush into her mouth.  Greta resists, 
       turning her head to spit it out.

       Freddy jerks her head back to the front.

       GRETA'S POV

       as her head is snapped back.  Another claw/spoonful of mush 
       in her face.

                           FREDDY
                 You are what you eat.

       The table guests laugh and feast on in the background.

                           MRS. GIBSON
                 Nothing but the best for Greta!

                           FREDDY
                     (with another spoonful)
                 Second helping.

       The guests laugh as Greta struggles helplessly, moaning and 
       groaning her objections.

                           MRS. GIBSON
                 Don't talk with your mouth full, dear.

       GRETA

       stares at the claws/scoop wide-eyed as they force the MUSH 
       into her mouth.

       GRETA'S POV

       as Freddy shoves another spoonful.

                           FREDDY
                 Don't forget dessert.

                           GUEST
                 A rare delicacy.

       WIDER

       to reveal what Freddy is feeding her.  He stands over Greta 
       scooping his claws into her TORSO as though it were made of 
       ice cream, and delivering the stuff back up to her mouth.

       GRETA

       screams in horror as she realizes what she's eating.

       INT. ALICE'S KITCHEN - NIGHT

       OVER ALICE'S SHOULDER

       As she steps to the refrigerator and grasps the door handle, 
       we get a glimpse of something foreboding a split second 
       before she opens the door...a Freddy magnet above the handle 
       that says DIE BITCH.

       Alice pulls the door open.  PUSH IN past her to the groceries 
       inside.  a real Freddy food feast of graveyard leftovers -- 
       flies swarm when Alice opens the door.  Maggots, rot and 
       cobwebs.  Dripping fetid garbage.  Then suddenly...

       Greta's hideously mutated face SHOOTS INTO CLOSE UP from 
       RIGHT FRAME!  Her cheeks have been horribly distended.  Food 
       spills from her mouth as she tries to scream.

       OVER GRETA'S SHOULDER

       who we can now see is impossibly coming out in the open 
       refrigerator door.  Her arms desperately reach out towards 
       Alice who stands frozen, FACING CAMERA, in open-mouthed 
       shock.

                           ALICE
                 Greta!

       Then Alice leaps into action.  She grabs Greta's hands and 
       begins to pull with all her might.  But she can't get Greta 
       out!

                           ALICE (cont'd)
                 Dad!

       PULL BACK FAST

       away from the struggle, through the kitchen door, into the 
       living room and further back still until Alice's father 
       appears in LEFT FOREGROUND, sitting in his easy chair, 
       reading the newspaper.

                           ALICE (cont'd)
                 Dad!  Help!

       POV FROM INSIDE THE REFRIGERATOR

       looking past the mounds of disgusting stuff to Alice and 
       Greta.  Suddenly, FREDDY'S CLAW comes INTO FOREGROUND SHOT.

       ALICE AND GRETA

       Alice has managed to pull Greta a couple inches further from 
       the open door when Freddy LUNGES out of the refrigerator!  
       With lightning speed he grabs Greta's arm and YANKS the door 
       closed with a WHAM!

                           ALICE (cont'd)
                 No!

       DOWN ANGLE ON ALICE

       as she quickly yanks the fridge open again and 
       sees...Nothing!  Everything is back to normal.  No sign of 
       Greta or Freddy.

       CLOSE ON ALICE

       staring into the fridge with amazement and fear.

       ALICE

       closes the door and rushes to the telephone on the wall.

       INT. GRETA'S DINING ROOM - NIGHT

       IN THE DREAM - FREDDY AND GRETA

       Freddy shoves another clawful of stuff into Greta's mouth.  
       She starts to CHOKE.

       Freddy pulls Greta to him.  Hugs her, patting her back, like 
       a parent burping an infant.  He's almost cradling her as she 
       continues to choke the life out of herself.

       Freddy's "patting" becomes harder.  Greta jolts under each 
       slap on the back...

       IN THE DINNER PARTY - ON GRETA - FROM BELOW, SHOOTING UP

       She starts to choke.  Her face goes blue.  She stands.

       THE GUESTS 

       stare at her in shocked amazement.

       GRETA

       stands, arms out, leaning forward as though suspended, as if 
       Freddy were still "burping" her.  Then she pitches forward, 
       face first into her plate.

       GRETA'S MOTHER

       looks down in shock at her obviously dead daughter.

                           GRETA'S MOTHER
                 Greta?...

       EXT. GREY'S CONSTRUCTION - NIGHT

       A big industrial shop.  Mark's father's business and their 
       home.  Rain falls on the cement drive, glistening in the 
       light that spills from beneath the big, half open delivery 
       door.  Across the door we see: GREY & SON CONSTRUCTION.

       The "& SON" has been recently added.  Alice and Yvonne, still 
       in her nurse's uniform, approach.

       INT. GREY'S CONSTRUCTION - NIGHT

       A huge warehouse and commercial shop.  Rows of scaffolding, 
       filled with prefab door and wall units, recede into the 
       darkness.  
       A glass partitioned office fills a corner near the door.  We 
       can see Mark's father moving around inside of it.  Alice and 
       Yvonne enter and move toward the office door.

       ANGLE ON THE OFFICE DOOR

       Alice and Yvonne peer inside.  Mr. Grey, dressed in workman's 
       clothes, is stoically trying to repair a broken name-plate.  
       We can tell that one of the two desks in here was intended 
       for Mark.  Alice looks around, concerned.

                           ALICE
                 Mr. Grey...is Mark around?

       He looks up, very upset.  Nods.  Angrily gestures toward the 
       labyrinth of racks.

                           MR. GREY
                 Back there somewhere.

       IN THE RACKS OF THE SCAFFOLDING

       The rays of a single worklight high on the back of the wall 
       stab like fingers through the maze of scaffolding.  
       Silhouetted against them, Mark slowly glides between the 
       racks on a skateboard, a solitary and forlorn figure.

       Alice and Yvonne enter shot, backs to CAMERA, watching him.

                           ALICE
                     (tentatively)
                 Mark, are you okay?

                           MARK
                 Yeah.  I'm just aces.

       Looks like he's not.  Mark ignores them as Alice and Yvonne 
       move closer.  He's a tightly wound coil, ready to snap.

                           ALICE
                 I want to talk to both you guys about 
                 Greta.  And...

                           MARK
                     (snapping)
                 I'm very fucking sorry, but Greta is dead 
                 today.  Could we interest you in someone 
                 else?

       Alice steps closer to him, her empathy allowing her to ignore 
       his tone of voice.

                           YVONNE
                 It was just an accident.  Like with Dan.

                           ALICE
                 No accident.  I tried to warn all of you 
                 about Krueger.

       Yvonne shakes her head.  Not wishing Alice to indulge her 
       fantasies.

                           YVONNE
                 Please, Alice...

       But Alice's words have left an effect on Mark. He brings his 
       skateboard to a halt.  Gives her a direct look.

                           MARK
                 I thought about that.

                           ALICE
                 She must've fallen asleep at the table...

                           YVONNE
                 Stop it, Alice.  Just stop it.  Stick to 
                 the facts.

       Mark glances at her.

                           MARK
                 Too bad.

       He goes back to Alice.

                           ALICE
                     (frustrated)
                 I don't understand what's happening.  
                 Krueger has to use my dreams, but he got 
                 to Dan and Greta while I was awake.  
                 How's he doing it?

                           YVONNE
                     (sharply)
                 Why don't you two stick to reality.

       Mark turns his displaced anger on her full force.

                           MARK
                 Why don't you shut up and let her talk!  
                 Two of us died in the last two days, does 
                 that strike you as particularly normal?!

                           YVONNE
                 Mark...

                           MARK
                 I'm not finished - I loved Greta.  A lot.  
                 And if maybe, just maybe, someone or some 
                 thing killed her, I'd like to hear about 
                 it!

                           YVONNE
                 I can't listen to this.

       She starts to turn away.  Mark gets angry again.  Shouts.

                           MARK
                 Then get out!

                           ALICE
                 Mark!

       Hurt, Yvonne starts to get up.  Turns for the stairs.  Mark 
       realizes he's being a jerk.  Punches his fist against the 
       scaffolding in frustration.  Calms himself down.

                           MARK
                 Aww,shit...Yvonne, wait a minute, will 
                 ya.

       She stops.  Turns.

                           MARK (cont'd)
                 I'm an asshole.  I know I'm not dealing 
                 with this very well and it's not your 
                 fault.  I'm sorry.

       Yvonne gives him a little hug.  Tries to smile.

                           YVONNE
                 It's okay.

                           MARK
                 Stick around, please?

       Yvonne brushes Mark's hair from his face like a big sister.

                           YVONNE
                 Wish I could, but I'm on night shift 
                 again...gotta go.

       Mark nods.  Tries to smile.  Alice steps up to them.  Puts a 
       comforting hand on Mark's shoulder.

                           ALICE
                 I can stay for awhile if you want.

       INT. MARK'S ROOM - LATER

       A combination studio and storage space for the world's 
       largest collection of comics.  The entire loft is a network 
       of scaffolding.  Shelves for his comics, fantasy posters, and 
       sci-fi memorabilia.  Stuffed in among them are tons of books 
       on mythology and the occult.

                           MARK (O.S.)
                 Do you think I'm an idiot...for being in 
                 love with her?

                           ALICE (O.S.)
                 Nobody thinks that.

       Tacked to the walls and scaffolding, are dozens of drawings.  
       Works in progress of Mark's super hero comic book creation.

       As the CAMERA pans across the sketches, we see the evolution 
       of this character.  Several names have been tried and crossed 
       out as Mark's conception has continued to bloom.

       CONTINUE TO PAN until we come to a SIX FOOT POSTER of the 
       character in final incarnation as...THE PHANTOM PROWLER.

                           MARK (O.S.)
                 I mean, I know I didn't stand a chance in 
                 hell, but...

       PAN PAST THE PROWLER to Alice and Mark, sitting near his 
       drawing table.  She sits next to him, a comforting arm around 
       his shoulder.

                           ALICE
                 She cared a lot about you.

       Mark nods.  Thinks.

                           MARK
                 Maybe it was her mother who killed her, 
                 with all that Polly Perfect shit.

                           ALICE
                 It wasn't her mother.  The only reason 
                 we're still here is that none of us has 
                 slept since the grad party.

       Mark looks at Alice.  Sees the certainty on her face.

                           MARK
                 Tell me some more about this Krueger guy.

                           ALICE
                 Why don't I go make some coffee.  There's 
                 a lot to tell.

       INT. MARK'S ROOM - LATER

       Alice is coming back into the room with two steaming mugs.  
       She looks around.  No Mark.

                           ALICE
                 Mark?...

       She starts forward, looking around for him.

       IN THE BED

       Mark has fallen asleep.

       BELOW

       Alice can't see him.  She approaches the drawing table.

       ALICE'S POV

       approaching the table.

       ALICE

       sets the coffee down and sees something that stops her cold.

       THE TABLE - ALICE'S POV

       The sketch of Greta begins to move, reassembling itself into 
       a drawing of the ELM STREET HOUSE.  Mark stands on the porch, 
       opening the door...

       ALICE

       realizes what's happening.  Reaches her hand toward the page.

                           ALICE (cont'd)
                 Mark!  No!

       But he goes inside.

       Alice quickly picks up one of Mark's colored felt tip pens 
       and draws a stick figure of herself next to the Elm Street 
       house.  She writes "Alice" above the figure then throws down 
       the pen and closes her eyes, concentrating.

       PUSH IN on Alice, eyes closed, using all her will... (The 
       BACKGROUND distorts as Alice goes into the dream.)  PULL BACK 
       from Alice's face and now we see that we're

       EXT. ELM STREET HOUSE

       Alice goes inside.

       INT. ELM STREET HOUSE, LIVING ROOM

       Alice rushes inside.  Comes to a halt as she sees

       A HUGE, GAPING HOLE

       in the floor, with jagged "paper" edges, like something out 
       of Mark's cartoons.  Mark desperately clings to one of the 
       edges, which slowly begins to tear...

       Alice rushes over.  Through the hole, she sees what Mark is 
       about to drop into...the pulsating FETAL CANAL!

       CLOSE ON ALICE

       as she kneels and stretches her hand toward Mark.

       CLOSE ON MARK

       He looks up at Alice, noticing her for the first time, and 
       maybe not sure if she's really there.  He hesitates.  The 
       paper tears some more.  He's about to fall!

                           ALICE (O.S.)
                 Take it!

       Terrified, retches a bloody hand toward Alice, straining to 
       reach her fingertips...

       FETAL CANAL POV - LOOKING UP

       Mark's legs dangle above, slipping lower as the paper 
       continues to tear...

       MARK AND ALICE - DOWN ANGLE

       Alice gets down on her belly, trying to reach closer to Mark, 
       who keeps slowly slipping further into the hole.

       CLOSE ON THEIR HANDS

       fingertips quivering a millimeter apart, then touching, then 
       moving toward each other's palms until their hands firmly 
       grip!

       FETAL CANAL POV - LOOKING UP

       Alice begins to pull Mark up, away from CAMERA

       ALICE AND MARK - SIDE ANGLE

       As Alice struggles to pull Mark from the yawning mouth of the 
       canal, it begins to close around him, trying to suck him back 
       in.  With a final tug, Alice yanks Mark out, and the canal 
       closes, leaving no trace on the now normal floor.

                           ALICE (cont'd)
                 Let's get out of here!

       ANGLE ON FRONT DOOR

       As Alice races INTO SHOT toward the door.  Mark follows close 
       behind.  As Alice flings the door open, Mark comes to a halt, 
       BACK TO CAMERA, noticing something on his hands.  BLOOD.  He 
       stares in horror...

                           ALICE (cont'd)
                 C'mon, Mark!

       CLOSE ON MARK

       hands raised before his face.  His eyes are opened in shock.  
       Then they start to unfocus as he begins to wobble.  In the 
       next second he is FALLING OUT OF FRAME.

       WIDER

       Alice watches as Mark feints himself AWAKE.  As he's about to 
       hit the floor, he dissolves away.  Alice starts to turn back 
       to the door when something OUT OF FRAME catches her eye.

       CAMERA PANS TO RIGHT until we see... JACOB standing at a 
       window, staring forlornly into the street.

       ALICE

       freezes.  Stares at this odd child with a mixture of 
       compassion and wariness.

                           ALICE (cont'd)
                 Jacob...?

       JACOB AND ALICE

       Alice approaches, keeping a little distance between them.  
       Jacob turns.  He's paler now.  Sickly.  As he recognizes 
       Alice, he looks even a little sadder.

                           JACOB
                 Oh...hello...

       He goes back to the window.  Alice takes on a tone of 
       instinctive motherly concern.

                           ALICE
                     (tentative)
                 Hi, you don't look very well.  Are you 
                 feeling all right?

                           JACOB
                     (still at the window)
                 Been having bad dreams.

       Alice ponders that.

                           ALICE
                 Is this where you live, Jacob?

       He shakes his head no.

                           JACOB
                 Just waiting for someone...
                     (then)
                 It's sad about Greta.

       Alice stares at him, intrigued.

                           ALICE
                 Is that who you're waiting for?

                           JACOB
                 No...

       Alice takes another step forward.

                           ALICE
                 I don't think this is a nice place for 
                 you to be.  Maybe we should go find your 
                 Mom.

                           JACOB
                 She doesn't want me around

                           ALICE
                 Oh...I'm sure that's not true.  I'll bet 
                 she's very worried about you.  I would 
                 be.

       Jacob turns to her.  His face full of hurt and accusation.

                           JACOB
                 No you're not.  You don't even care about 
                 being a mom.  How come you don't think 
                 about me?

                           ALICE
                     (confused)
                 Who said I...wait, what?

       his lonely eyes begin to well up.

                           JACOB
                 I like you...I want to stay with you.   
                 Why don't you want me?  Is there 
                 something wrong with me?

       Alice stares at him, stunned as the realization hits her.  
       She takes a step closer, almost within reach of him.

                           ALICE
                 Who says I don't like you?

                           JACOB
                 My friend, with the funny hand.

       Alice doesn't like the implications of that at all.  She 
       reaches out to lead Jacob away.

                           ALICE
                 Come on, honey.  We're getting out of 
                 here.

       But he pulls away, drawn by something in the shadows near the 
       stairs.

                           JACOB
                 I have to go now, he wants me again.

       Jacob scurries up the stairs into the shadows.

                           ALICE
                 No!  Jacob!...

       She runs after him, charging up the stairs and finding 
       herself

       INT. MARK'S LOFT - MORNING

       Alice climbs up the last stair and steps into the loft.  
       Looks around, SURPRISED; she's back in reality.

       Mark sits up in his bed.  Stares at the cuts in hands with 
       amazement, and dawning realization.

                           MARK
                 Holy...shit...he's really real...isn't 
                 he?

       Mark looks up at Alice, who's more concerned than ever.

                           MARK (cont'd)
                 Are you okay?

                           ALICE
                 He's doing something to my baby.  I know 
                 it -- he's trying to hurt Jacob.

       Mark looks confused.

                           MARK
                 Who's Jacob?

                           ALICE
                 My baby!

                           MARK
                 What, you named it already?

       Alice freezes.  Realizing...

                           ALICE
                 Yeah.  I think he already has a name...

       Then, she hurriedly begins to gather her things.

                           ALICE (cont'd)
                 I've got to get away from here.  
                 Someplace where Krueger can't find him.

       She bolts for the stairs.  Mark restrains her.

                           MARK
                 Whoa, slow down.  How're you gonna hide 
                 from a guy like that, leave the planet?

                           ALICE
                 I don't know!

       Alice is on the verge of tears.  Mark puts his hands on her 
       shoulders, trying to emotionally steady her.

                           MARK
                 Look, if you're worried about your baby, 
                 call Yvonne, have the doctor check him 
                 out.

       Alice nods, getting a hold of herself.  Mark hands her the 
       telephone.  Then grabs his jacket.

                           ALICE
                 Where are you going?

                           MARK
                 I'm going to see what else I can find out 
                 about Mr. Fred Krueger

       INT. HOSPITAL CORRIDOR - DAY

       Alice hurries down the near deserted corridor.  Yvonne rushes 
       to keep up beside her.  She looks concerned.

                           YVONNE
                 You had me scared on the phone.  What's 
                 wrong with the baby?

                           ALICE
                 I think Krueger's trying to do something 
                 to it.

       Yvonne suddenly pulls Alice to a halt, dismayed.

                           YVONNE
                 Oh, Alice...no.  Honey, I love you but 
                 you're going to have to get a hold of 
                 yourself...

                           ALICE
                 Mark knows I'm not crazy.  Ask him to 
                 show you his hands.

       Alice starts off again.  Yvonne really looks worried now.

                           YVONNE
                 I really think you need to calm down now, 
                 okay?

                           ALICE
                 I just can't figure out how he's getting 
                 in when I'm awake...

       Suddenly a thought strikes her.  She wheels on Yvonne.

                           ALICE (cont'd)
                 Do unborn babies dream?

       Yvonne hesitates, afraid her answer might feed Alice's 
       fantasies.

                           YVONNE
                 Yeah...they do, but...do us both a 
                 favor...don't mention any of this to Dr. 
                 Moore.

       INT. DR. MOORE'S OFFICE - MOMENTS LATER

       Yvonne adjusts the ULTRA SOUND MONITOR.  Dr. Moore finishes 
       his pre-examination of Alice.  He is extremely irritated.

                           DR. MOORE
                 Developing fetuses can spend up to 
                 seventy-percent of their day in what we 
                 call dream state.  More as they mature.

       Yvonne shoots a frustrated look at Alice.

                           ALICE
                 Would I be able to sense them?

                           DR. MOORE
                     (annoyed)
                 Is that why you're here?  To see if your 
                 baby's having nightmares?

                           ALICE
                 We're here to find out everything we can, 
                 aren't we?

                           DR. MOORE
                 Frankly, I've found nothing about you 
                 that would indicate the necessity of 
                 ultra-sound at this stage of your 
                 pregnancy.

       Dr. Moore throws a dark look at Yvonne.

                           ALICE
                 I just want to make sure my baby's all 
                 right.

       Yvonne hands the ultra-sound device to Dr. Moore.  He runs 
       the device over Alice's baby.

       THE ULTRA-SOUND MONITOR

       The screen comes on with a BLIP.  A barely distinguishable 
       black and white image appears...

                           DR. MOORE (O.S.)
                 The heart seems strong.  Let's hear it.

       Yvonne flicks a switch and a steady RHYTHMIC BEAT begins on 
       the TRACK, coming from a speaker above the monitor.

       Alice watches the screen, fascinated.  Suddenly...  The 
       picture begins to shift and distort with electronic spasms.  
       The SOUND of the baby's heartbeat begins to grow LOUDER and 
       SURREAL.

       Alice turns apprehensively to Yvonne and Dr. Moore, who are 
       oblivious to any of this.  Then...

       The wall behind Alice starts to PULSATE...become FLESHLIKE.  
       It ripples blue-red with veins.  Then...a gaping hole opens 
       and we are staring into the fetal canal!

       WHOOSH!

       Alice is sucked through the opening!

       AN IRIDESCENT BEAM OF LIGHT (ALICE)

       flies through a landscape of pulsing blood vessels and living 
       tissue.  We are inside Alice's body.

       AN ENORMOUS VALVE

       stretches open and the beam of "light" shoots through it, 
       then drops down OUT OF FRAME.  Hold a beat.

       Then Alice floats up INTO FRAME...a translucent figure, 
       ethereal.  She is caught in a GLOW OF LIGHT.  WE TURN WITH 
       HER to see...

       HER UNBORN BABY

       glowing with innocence.  Floating...umbilical chord in the 
       FOREGROUND.

       ON ALICE

       as she approaches the child.  She's fascinated...enchanted.  
       Until she sees something beyond the baby, a face, protruding 
       from the uterine wall.

       FREDDY KRUEGER

       smiling at Alice.

                           FREDDY
                 Hi.  See a family resemblance?

       ALICE

       reacts in fear as she sees...

       THE UMBILICAL CHORD

       beginning to bulge as something forces its way through it 
       toward her baby.  
       The bulge moves down the chord, then a second one enters from 
       the wall...both "things" travel toward the fetus' belly like 
       golf balls moving through a python.  Then...

       WHOOSH, WHOOSH, they shoot into the fetus.

       ALICE'S

       fear turns to utter horror as she sees...

       THE FETUS

       its skin has turned translucent and we see the tiny, "as in 
       hideous death" souls of DAN and GRETA in the child's belly.

       ON THE SOULS

       screaming in terror!

       FREDDY'S HUGE FACE

       leering in twisted pleasure.

       THE BABY'S FACE

       begins to slowly transform into a mask of fear and pain.  Its 
       eyes begin to flutter.

       ON FREDDY

       As he realizes the child is on the verge of awakening.  He 
       grimaces in anger and frustration.

       ALICE

       screams at Freddy.

                           ALICE
                 Don't touch him!

       THE CHILD

       begins to turn toward Alice as it nears consciousness.  Its 
       eyes open, staring in wonder for just a second, then...

                                                      MATCH CUT TO:

       INT. DR. MOORE'S OFFICE

       CLOSE ON ALICE

       eyes open wide in terror.  She looks around, panicked.

                           ALICE
                 What's he doing to my baby?

       DR. MOORE

       leans INTO SHOT, removing the testing device.

                           DR. MOORE
                 Your baby is perfectly healthy... a 
                 little large for so early on, but as 
                 normal as any I've seen.

       HOLD ON ALICE.  She's got knowledge Dr. Moore hasn't got.  
       She turns to Yvonne.

                           ALICE
                 He's taking their souls...Their spirits 
                 to make the baby...like him.

       Yvonne shoots a look at Dr. Moore.  She realizes she'd better 
       get Alice out of there before he has her committed.  Yvonne 
       moves to Alice.

                           YVONNE
                 Come on, sweety.  I'll take you home.  
                 You'll feel better after you get some 
                 real sleep.

       Yvonne manages to guide Alice from the room.  Dr. Moore 
       watches them leave.  Then he checks something in Alice's 
       file.  Picks up the telephone and dials a number.

       INT. ALICE'S BEDROOM - DAY

       Alice ENTERS, carrying two mugs of coffee and speaking in a 
       frantic rush.  Yvonne follows behind, a look of deep concern 
       on her face.

                           ALICE
                 ...Dan was there.  Greta, too.  Krueger 
                 killed them!  And now he's feeding them 
                 to Jacob!

       She hands one of the cups to Yvonne, who tries to get her 
       attention.

                           YVONNE
                 Alice...

       Yvonne sets her mug down and gently places her hands on 
       Alice's shoulders, adopting a very reasonable tone.

                           YVONNE (cont'd)
                 Alice, I want you to stop and listen to 
                 yourself.  Do you know how you sound?

       Alice nods.  Calmly replies.

                           ALICE
                 Completely insane.  But I'm not
                     (pause)
                 And if you're my friend you'll try to 
                 believe me a little.

       Yvonne looks into Alice's eyes.  We see that she really cares 
       about her, and that Alice is starting to scare her.

                           YVONNE
                 I am your friend, and I'm worried sick 
                 about you.  But, you're like a locked 
                 safe.  You've gotta start dealing with 
                 reality.

                           ALICE
                 Krueger is reality.

                           YVONNE
                     (voice rising)
                 And so is your baby.  You've got more 
                 than just yourself to think of now!

                           ALICE
                     (getting angry)
                 What do you think I'm doing?
                     (pauses)
                 Look.  Whether you believe it or not, 
                 Krueger is back.  He's after the baby and 
                 if I don't try to do something about it, 
                 who will??

       Suddenly the door is pushed open and Mark enters carrying a 
       folder stuffed with xeroxed newspaper clippings.  He looks 
       from Alice to Yvonne and back.

                           YVONNE
                     (continuing the discussion)
                 All I know is that you are not doing 
                 yourself or the baby any good by acting 
                 like a crazy woman.  Why don't you take 
                 off - leave Springwood and cool out 
                 somewhere for a while?

                           ALICE
                 Goddamn it, Yvonne!  You don't just run 
                 away from this guy!  He finds you in your 
                 dreams.

                           MARK
                     (looking at Yvonne)
                 He sure found a few others before us.

       Yvonne looks at him with frustration.

                           YVONNE
                 You, too?

                           MARK
                 He invited me to his house last night.

       Yvonne ruefully shakes her head.  Tries the calm approach.

                           YVONNE
                 Look...we're all tired.  None of us had 
                 any sleep since Friday night...

                           ALICE
                 That's the only reason you're alive...

       Yvonne abandons the calm approach.  Wheels on Alice.

                           YVONNE
                     (shouting)
                 No it's not!

       She turns for the door.  Mark shoves the folder towards her.

                           MARK
                 Yvonne, look through this stuff.  She's 
                 not crazy!

       Yvonne knocks the folder from Mark's hand, scattering its 
       contents everywhere.  Then she storms out, slamming the door 
       behind her.  The xeroxed clippings float to the floor.  Mark 
       glances at Alice.

                           MARK (cont'd)
                 You okay?

       Alice nods.  They start picking up the scattered clippings.

                           ALICE
                 I found out how Krueger's been doing it 
                 while I'm awake.  He's using Jacob's 
                 dreams.  We've got to stop him.

       Mark looks up at her.

                           MARK
                 You know there is...one way.

       Alice looks up at him, intrigued.

                           MARK (cont'd)
                 Have you thought about not having the 
                 baby?  I mean, no baby, no baby's dreams.

       Alice thinks about it, very hard.  Finally shakes her head.

                           ALICE
                 I couldn't do that, Mark.  He's my last 
                 link with Dan...No, I want him.

                           MARK
                     (nods, smiling)
                 Then we'll find another way.

       ALICE

       leans down again and continues picking up the clippings.  
       One, bearing a photo of Amanda Krueger, lies in FOREGROUND.  
       She picks it up, stares at it, pondering.

                           ALICE
                 I've seen her...

       Her father's voice floats up from downstairs.

                           ALICE'S DAD (O.S.)
                 Alice, can you come down a minute?

       INT. ALICE'S LIVING ROOM

       Alice comes down the stairs.  Her father is sitting in the 
       living room with Dan's parents, Mr. and Mrs. Jordan.

                           ALICE
                 Oh, hi...

       Mrs. Jordan smiles at Alice a little too sweetly.  We see the 
       strain of her son's death in her eyes.

                           MRS. JORDAN
                 Alice...Mr. Jordan and I wanted to see 
                 how you were feeling.  Come, sit down.

       Alice hesitates, this is the last thing she needs right now.

                           ALICE'S DAD
                 This isn't really a good time.  Maybe if 
                 you could come back...

       Mrs. Jordan nervously cuts him off.

                           MRS. JORDAN
                 Frankly, dear, we wondered what you 
                 intend to do with our baby?

                           ALICE
                 What I what?  Well, I've thought about 
                 it.  I plan to keep him.

       Mrs. Jordan glances at her husband.  He uncomfortably shifts 
       in his chair, then reluctantly speaks up.

                           MR. JORDAN
                 We're concerned that this all might be a 
                 little too much for you...I mean, being 
                 single and, well everything...

       His voice trails off.  His wife frowns at his lack of 
       fortitude.  She jumps in.

                           MRS. JORDAN
                 What Mr. Jordan means is that we're aware 
                 of the burden that raising a child would 
                 place you.

       Alice continues to stare at her, not quite sure where this is 
       going.  Mark quietly appears on the stairs behind her holding 
       the folder of clippings.

                           MRS. JORDAN (cont'd)
                 We're offering to help...adopt it and 
                 raise it as though it were --

                           ALICE
                 Look, I appreciate what you're offering, 
                 but no.  He is my responsibility.

                           MRS. JORDAN
                     (getting adamant)
                 And ours.  It's our grandchild.

       Mr. Jordan, clearly uncomfortable, tries to cut her off.

                           MR. JORDAN
                 Doris, maybe this wasn't such a good --

       She ignores him, getting more forceful.

                           MRS. JORDAN
                 In your present condition, Alice, we're 
                 worried about your ability --

                           ALICE
                 What are you talking about?  My 
                 "condition"?...

       Alice's father gives Mrs. Jordan a dark look.  Surprised.

                           MR. JORDAN
                 We had a call from Dr. Moore.  He said 
                 Alice was hysterical.  That she's been 
                 having paranoid delusions and...

                           ALICE
                 You don't understand...

                           MRS. JORDAN
                 We know you've been through a lot but 
                 there's more than your feelings at stake 
                 here.

                           ALICE
                 You're not taking my baby!

       Mrs. Jordan stands, losing her composure.

                           MRS. JORDAN
                 The courts may not agree with you.

       Alice's father stands.  Turns an angry gaze on Mrs. Jordan.

                           ALICE'S DAD
                 But I do.  I've heard enough of this 
                 crap.  You think you can just walk into 
                 my house and start threatening my 
                 daughter?

       SWIRLING JACUZZI

       As Yvonne approaches.  She steps up to the side and gingerly 
       stretches out her foot to test the water.

       CLOSE ON SURFACE OF WATER

       frothing and bubbling ominously.  Yvonne's toe glides down 
       INTO FRAME, hovers, then dips into the swirling white water.

       CLOSE ON YVONNE

       smiling happily.

       CL