                                   RESIDENT EVIL
                                ORIGINAL SCREENPLAY
                                         BY
                                  GEORGE A. ROMERO

                            BASED ON THE GAME BY CAPCOM

                                    SCREEN STORY
                                         BY
                                  GEORGE A. ROMERO
                                          &
                                   PETER GRUNWALD


                                  CONSTANTIN FILM
                             ROMERO-GRUNWALD PRODUCTIONS

                                     FIRST DRAFT
                                   OCTOBER 7, 1998


Pg-1


                                   RESIDENT EVIL

PRESENTATION CREDITS appear... then FADE...

Out of BLACK... SHOCK CUT TO:

INT   LAB   "A" LEVEL   TIMELESS

A MAN'S FACE, filling the screen.

                                        MARCUS (filter)
                    Stay away from here!

We're watching A VIDEO MONITOR. A pre-recorded tape shows
a view of what is obviously a pristine-RESEARCH LABORATORY.
DR. JOHN MARCUS, in a lab coat, faces THE CAMERA, disheveled
and looking like a madman.

                                        MARCUS (cont. filter)
                    This lab must remain sealed!

INT   CONFERENCE ROOM   TIMELESS

Overhead lamps cast pools of LIGHT down onto A CONFERENCE
TABLE, onto THE HANDS of PEOPLE assembled to observe the
video. We see NO FACES. But expensive WATCHES, sleeves
with high-ranking STRIPES, indicate wealth, power, and a
military presence.

THE VIDEO: On the wall behind MARCUS, we see SHADOWS darting
frantically. We hear VOICES rising in panic.

                                        MARCUS (cont. Filter)
                    For God's sake, don't come in!

The CAMERA is SWATTED by A HAND that lurches suddenly into
the foreground. We only see it for a few video frames, but
we might subliminally notice LESIONS on the flesh. The IMAGE
SWIRLS wildly. The next clear picture we see... is of the
same laboratory...topsy-turvy. THE CAMERA is lying on its
side on the floor.

                                        VOICE IN THE ROOM (o.s.)
                    Look.  Here.

A LASER POINTER casts a RED DOT on a corner of the video
screen, indicating A HUNCHED FIGURE, leaning over A HUMAN
BODY, apparently ...feeding! With a GRUNT, the figure turns.
and LUNGES, it's face covered with BLOOD, at the CAMERA. The
image SWIRLS again, and the SCREEN GOES BLACK. With a MUSIC
STING, a single TITLE appears, full across the blackness...

                            RESIDENT EVIL


Pg-2

EXT  FOREST LAND   PRE-DAWN

A DARK SKY ...and in the foreground, profiled against a FULL
MOON, A DARK FACE ...watching the heavens with piercing black
eyes, alert, though not predatory. This is CHRIS REDFIELD,
young, handsome. More than simply an outdoor type, he seems
perfectly in place, almost part of the environment.

A band of purple tints the horizon, outlining the tops of
magnificent uncorrupted hills that extend for miles. Sitting
on a ridge, squinting into that band of light, Chris sees ...

...AN EAGLE coasting on a channel of wind that cuts through
the hilltops. As the bird moves swiftly closer, it becomes
recognizable. Chris smiles and jots a note on a pad.

The regal bird lands on a high rock where ...unexpectedly...
a freshwater trout lies flapping, three-thousand feet above
the highest water.

                                        CHRIS
                    Take it, Goliath. It's yours.

"Goliath" snaps up the fish and flies away with it.

                                        CHRIS (cont.)
                    See ya next year, guy.

Chris reaches into a water-filled bucket, pulls out another
trout, climbs efficiently, unerringly, across a precarious
Cliffside, and deposits the fresh fish on the-same high rock.
ANOTHER EAGLE, smaller, a female, appears in the sky.

                                        CHRIS (cont.)
                    Cleopatra.

Chris scrambles back to his place and jots another note.

"Cleopatra" spots the fish, pumps her wings, and swoops down.
She's about to snap up the prize, but at the last minute, she
recoils and climbs again, hovering.

                                        CHRIS (cont.)
                    Come on. Come on down.

The eagle circles, its sharp eyes scanning. It makes another
dive, but stops short again.

                                        CHRIS (cont.)
                    What's the matter, beautiful?

The bird seems frightened.  Of what? It makes one more dive.
Gets very close to the fish... but suddenly SHRIEKS and peels,
away from the rock. Chris sees its eyes, looking crazed, as
it soars right past him, its wings brushing his hair.


Pg-3

CLOSE ON: CHRIS, concerned, as he watches the eagle disappear
over the hills.

Over his shoulder, we can see the high rock that holds the
fish. It's out of focus in the background, but the moonlight
catches SOMETHING MOVING there. Something that lets out a
sharp INHUMAN SOUND.

Chris whirls around. There's nothing on the rock. Nothing
at all. The fish has been taken.


INT   JILL'S APARTMENT   DAWN

CHRIS walks into a characterless apartment. He quietly
sheds his clothes. Even in silhouette, we can see that his
body is in perfect shape, not pumped, but lean and tight.
Moving lithely, with the natural grace of a cat, he eases
himself into a bed where...

...a beautiful young girl, JILL VALENTINE, seems to be fast
asleep. As Chris nestles in beside her, we see that her
eyes, facing away, are open. Chris gently drapes an arm
around her and lets his body relax.

                                        CHRIS
                    (A whisper) Glad you're still 
                    here, lady

                                        JILL
                    It's my apartment.

                                        CHRIS
                    (Surprised) You're awake.

                                        JILL
                    I've been awake. Since you left.

                                        CHRIS
                    Sorry.

His apology goes no further. He's still troubled by what
happened in the hills.

                                        CHRIS (cont.)
                    There was... something wrong.

                                        JILL
                    What, with my dinner? I never had
                    a mother. I'll learn.

Chris smiles politely. He offers...

                                        CHRIS
                    I'll do the cooking.


Pg-4

...but he can't switch focus.

                                        CHRIS (cont.)
                    On the mountain...there...must
                    have been something... prowling
                    around up there.

                                        JILL
                    There are probably all kinds of
                    things prowling around up there.
                    In the middle of the night.

Chris apologizes again, this time more sincerely.

                                        CHRIS
                    I'm sorry. Really. You...have to
                    be there at dawn. They ride the
                    wind over the ridge.

                                        JILL
                    Dawn? You left at one A.M.

                                        CHRIS
                    I had to go fishing. It's the fish
                    that bring them down, so I can get
                    a close look at them. (Enthused)
                    I've tracked a dozen of them, Jill.
                    Twelve of those big bruisers. I can
                    actually recognize them. I've even
                    given them names, over the years.

                                        JILL
                    You've been doing this for years?

                                        CHRIS
                    Only in the early Autumn. When
                    they're' migrating.

                                        JILL
                    I'II set the alarm for next. October.

Jill rolls over and faces him.

                                        JILL (cont.)
                    I wish I could get excited. Really.
                    That's the truth. As excited as you,
                    over such... simple things.

                                        CHRIS
                    Beauty... isn't simple. If it was...
                    I'd be beautiful.

                                        JILL
                    You are.

Pg-5

                                        CHRIS
                    No, no, no.  I'm simple.  You, on the
                    other hand...(nuzzling closer)...have
                    all that... stuff... hiding underneath
                    somewhere. That's what fascinates me.

                                        JILL
                    Fascination. Not love?

Jill is being playful. Chris, taking her question to heart,
becomes introspective.

                                        CHRIS
                    I... honestly don't know. I guess
                    I've been... living alone too long.
                    You're the first, the only woman I've
                    ever thought of as... a real partner.

Now Jill becomes introspective.

                                        JILL
                    I've always been...afraid of living
                    alone. I've always had... people...
                    talking at me... knowing they could
                    wind me up and I'd do... (shrug) ...
                    whatever they wanted.

Chris looks into her eyes. She kisses him gently.

                                        JILL (cont.)
                    We all have... something hidden...
                    underneath.  Beauty may not be simple.
                    But it's not all that complicated,
                    Either.  Most of the time, you find
                    It... right in the middle of all the...
                    confusion.

                                        CHRIS
                    I'm part Mohawk. Indians are never
                    confused. At least, they never let
                    it show.

They kiss again, this time more passionately. Rolling over,
they begin to make love.

EXT   FARM   DAWN
The purple horizon is turning orange, but it's still quite
dark when a crusty old farm-hand, RAKE, opens the creaking
door of a stable and, with a flashlight, leads THREE HORSES
out into the morning breeze.

Two dogs, A LAB and A SPANIEL, romp at his heels as Rake
opens a log gate.

Pg-6
-
Two of the untethered horses trot obediently into a large
corral. The third, a beautiful stallion, resists, snorting,
tossing its head in high spirit.

                                        RAKE
                    Get in there, Lucky. Quit horsin'
                    around. Get in.

"LUCKY" moves into the corral, strutting proudly.

                                        RAKE (cont.)
                    Swear. If I didn't know you was
                    just an animal, I'd say you was all
                    full of yourself. GET IN THERE!

Rake waves his flashlight, not meanly, there is clearly a
great deal of affection here. Rake shuts the gate behind
the stallion, who begins to gallop around happily inside
the fence. All seems lovely, until...

...the dogs suddenly go on point. Their ears perk. They
sniff the air...and begin to WHINE.

                                        RAKE (cont.)
                    What's wrong with you two?

KER-RAAKK! A startling SOUND. Rake turns to find Lucky and
the other horses, their eyes flaring, trying to KICK their
way out of the fencing. They seem terrified.

CUT TO :

A WIDE SHOT:  of RAKE, and the frightened ANIMALS, from
two hundred yards away. THE CAMERA MOVES IN, slowly at
first, then gaining speed... extraordinary SPEED. We are
seeing THROUGH THE EYES OF... whatever it is that's running,
charging, SLATHERING HUNGRILY...

...reaching the corral, DARTING through the fence, past the
KICKING HORSES, and LEAPING at Rake, who whirls around...and
CRIES OUT in pain as his flashlight BLINDS us with WHITENESS.

EXT   AIR BASE   DAWN

The WHITENESS becomes the GLARE of HALOGEN LIGHTS. We are
overwhelmed by the SOUND of AIRCRAFT ENGINES. We see MEN,
armed SOLDIERS, scrambling into combat HELICOPTERS.

A RADIO MAN runs right toward THE CAMERA, holding out an
open receiver.

                                        RADIO MAN
                    Top brass, sir!


Pg-7

ANOTHER MAN, in the foreground, takes the radio-phone. We
can't see his face. Only his forearm, which bears A TATTOO
of a grinning SKULL.

                                        MAN WITH TATTOO
                    Alpha Leader.

                                        VOICE ON PHONE (o.s. filter)
                    How long before you get in there?

                                        MAN WITH TATTOO
                    Fifteen minutes.

INT   AN OFFICE   DAWN

A SUIT talks on a red telephone. Once again, we see no face.
An ostentatious diamond RING kicks light as the man snips off
the end off a Monte Cristo.

                                        MAN WITH RING
                    You're good, soldier. But not that
                    good. It's five hundred miles away.
                    In the backwoods of Pennsylvania.

                                        MAN WITH TATTOO (o.s. filter)
                    We have troopers on site. A first-
                    strike force. Under cover.

The flame from a wooden match lights the Monte Cristo.

                                        MAN WITH RING
                    Very resourceful.  You have my
                    permission activate them.

EXT   AIR BASE   DAWN

                                        MAN WITH TATTOO
                    I've already done that. You have my
                    permission... to say that you gave me
                    permission.

THE TATTOOED MAN runs off to join the other SOLDIERS.

INT   JILL'S APARTMENT   MORNING

CHRIS sleeps. JILL is awake, deep in thought, when...

...BRRRRT! It's not a ring, it's a vibration. Jill reaches
down and extracts something small and black, the size of a
box of Tic-Tacs, from one of her shoes. She gets out of bed,
checking to see that Chris is still asleep, and moves into...


Pg-8

INT   JILL'S APARTMENT   BATHROOM   MORNING

...a bathroom. Closing the door behind her, she puts the
small box to her ear, extracts a wire from it, with a tiny
microphone on its tip, and...

                                        JILL
                    (Softly) Valentine.

We can't hear the voice that speaks to her.

                                        JILL (cont.)
                    If this is just another a drill,
                    I'll strangle you. (She listens)
                    Shit. Give me the activation code.

JILL pulls a small ENVELOPE from a toiletry bag. She breaks
open a wax seal...and takes out a thick paper on which is
printed... 29-RC-6735.

                                        JILL (cont.)
                    (Gaping, not believing) Th-that's
                    a match. (Beat) I'm on my way.

Jill clicks off. She dumps something else from the envelope
into her hand... A BLUE PLASTIC CARD, the size of a Visa,
blank except for a mag-stripe. There's a small hole in one
corner, through which a chain is strung. Jill slings the
chain over head, wearing the blue card like a pendant.

INT   JILL'S APARTMENT   MORNING

CHRIS is still asleep. JILL comes out of the bathroom and
looks down at him longingly.  Should she wake him?  Tell him
what's happening?  She wants to, but duty prevents it.  She
pulls herself away.

INT   JILL'S APARTMENT   CLOSET   MORNING

TCHIK TCHIK TCHIK...JILL pushes aside hangers which hold her
clothes. She types numbers into a hidden KEYPAD. A SECRET
PANEL OPENS, revealing a CLOSET WITHIN THE CLOSET, packed
with COMBAT UNIFORMS and WEAPONS.

INT   JILL'S APARTMENT   MORNING

The sound... TCHUNG... of the front door closing snaps CHRIS
awake.  His first thought is for his lover.  He reaches out
and finds that... she's not in bed.  He jumps up, rushes to
a window, looks down, from the second story, and sees...


Pg-9

EXT   JILL'S APARTMENT   MORNING

...JILL, heavily ARMED, in UNIFORM, wearing a beret that has
an insignia... S.T.A.R.S. She rushes down the front path and
jumps into A HUMMER with THREE OTHER TROOPERS on board. The
vehicle pulls instantly away...

...leaving Chris, looking through the window, puzzled, angry,
and very much wounded.


INT/EXT   HUMMER   MORNING

RUSSO drives. WILLIAMS and DISIMONE sit in the back, all
tough Special-Forces types. JILL, in the front passenger
seat, though the only female, ranks the highest.

                                        DISIMONE
                    Another practice run, right?

                                        RUSSO
                    We been practicin' six months!
                    For what?

                                        JILL
                    For this. This is the real deal.

                                        WILLIAMS
                    Honest to God?

                                        JILL
                    Based on my experience, Williams,
                    God isn't always honest

                                        DISIMONE
                    Where we goin'?

                                        JILL
                    In there.

Jill points into THE ARKLEY FOREST which lies ahead. Miles
of old growth-trees shrouded in a ghostly morning mist.

DISSOLVE TO:

EXT   THE FOREST   MORNING

DEEP IN THE HEART OF THE MIST... THE HUMMER bounces over
non-roads and stops fifty yards from...

...A PAIR OF IRON GATES, each wrought with the letter "A".
Beyond, the shifting fog offers momentary glimpses of...
A MANSION.  Huge.  Like Xandau.  THE TROOPERS, amazed,
climb out and approach the gates.

Pg-10

                                        RUSSO
                    If you had the jing to build a place
                    like this, would you build it in the
                    middle of fuckin' nowhere?

                                        WILLIAMS
                    Paris.

                                        DISIMONE
                    Manhattan. Upper west.

                                        JILL
                    (Wistfully) Some people prefer...
                    a quiet life. (Back to business)
                    Our orders are to secure the area.

                                        DISIMONE
                    From what? This area's been 'secure'
                    since the French and Indian War!

A deep, animal SNARL comes from the woods.  The troopers
raise their weapons as they peer into the underbrush.  The
fog keeps sunlight from penetrating.  The forest is a maze
of dark shadows. Leaves flutter.  Limbs SNAP.  Then...

DARK SHAPES can be seen moving, circling.  A half-dozen
of them.  Maybe more.  Jill whips out a transmitter and
quickly types an access code.

                                        JILL
                    (Into radio) This is Valentine,
                    Bravo Team. We, er... we might be
                    in trouble, here.

KRITCH! Something LEAPS out of the brush. Automatic
WEAPONS SPIT reflexively.

KRITCH KRITCH KRITCH...more lunging SHAES appear. The
troopers scatter, firing, as they are attacked from all
sides. Jill dives for the shrubbery, shouting into her
transmitter.

                                        JILL (cont.)
                    WE ARE IN TROUBLE!

CUT TO :

INT   HUEY   MORNING

JILL'S VOICE stutters over a headset which is pressed against
A MAN'S EAR.

                                        JILL (o.s. filter)
                    Under attack... by.. .assailants...
                    Unidentifi...

Pg-11

Static. Hissing air. The SHOT WIDENS as the man lowers his
headset. First we see the TATTOO on his arm... a grinning
SKULL which we recognize. Then, gradually, we see his face.
Lean and mean, wearing dark sunglasses, this is ALBERT
WESKER, a hard-assed career officer.

                                        WESKER
                    Can you get a trace?

The pilot, LAGUARDIA, responds.

                                        LAGUARDIA
                    Lost the beacon. It just cut out.
                    Like it was...swallowed by something.

Oddly, Wesker smiles.

                                        WESKER
                    I do believe, gentlemen...that we're
                    gonna be earning some combat pay.

There are three other MEN on board. The closest to Wesker
is BARRY BURTON, a muscular black man, as big as a grizzly,
with the heart of a Teddy.

                                        BARRY
                    Damn, if you don't love a fight.

                                        WESKER
                    Hey, if I didn't... you'd be a dead
                    man. (To the pilot) Call in a nine-
                    nine. I want Raccoon City e-vacked.

Wesker and the men fly from the lens.  THE CAMERA passes
Out through one of the helicopter's windows as the chopper soars
away.  When the SHOT WIDENS, we see OTHER HUEYS...black,
unmarked, keeping formation.  Three... six...ten of them.

EXT   FOREST   MORNING

GUNS BLAZE. THE TROOPERS are under assault by thrashing,
inhuman SHAPES...GROWLING, SNAPPING. JILL rolls into a
natural trench.  DISIMONE is behind her, WILLIAMS is
crawling just ahead, his legs pumping.  Jill scoots past
him and sees that...

...those legs aren't moving on their own.  They've been
RIPPED AWAY FROM WILLIAMS' TORSO and are being dragged into
the underbrush by some... BEAST... concealed in the thick
brush, so we never get a clear look at it.

OTHER BEASTS attack DiSimone.  Then Russo.  We see only
details.  Jill fires her pistol, point blank... to no avail.
RED-RIMMED EYES, SNARLING JAWS, DROOLING TEETH descend on
her as we CUT TO:


Pg-12

EXT   JILL'S APARTMENT BUILDING   MORNING

CHRIS steps out of Jill's building. Suddenly, incongruously,
camo-painted HUEYS swoop down out of the sky.

EXT   RACCOON CITY   MAIN STREET   MORNING

THE CHOPPERS land where they can. COMMANDOS leap out and
begin to cordon off the town.  Bullhorns blare.

BULLHORN
There's been an accident in the
hills nearby. A military aircraft,
carrying live weapons, has crashed...

EXT   RACCOON CITY   SIDE STREET   MORNING

CHRIS runs down a side-street into AN ALLEY, where he's
trapped by COMMANDOS, both in front and behind.

                                        SOLDIER
                    Let's go, hayseed. (Aiming his M-16)
                    You gonna be a good boy?

Chris swallows his fury. Gritting his teeth, he goes along
with the soldiers, prodded, by rifle barrels, out onto...

EXT   RACCOON CITY  MAIN STREET   MORNING

...Main Street, where there is CHAOS... an Orwellian sight,
as CITIZENS find themselves horded into helicopters and
TRUCKS from the local National Guard Post.

A sweating man, still in his pajamas, rushes up to the
SOLDIERS that are escorting CHRIS.

                                        MAN
                    Look here, I'm the Sheriff of this...

                                        SOLDIER
                    Step aside.

                                        SHERIFF
                    But, I'm the Sheriff! An ex-Army man, like you.

                                        BULLHORN (o.s.)
                    There is no immediate danger, but
                    as a precaution, we are evacuating
                    the area. You will be provided
                    shelter until the weapons have been
                    removed from the crash site.

Pg-13

                                        SHERRIFF
                    That's a worn-out scenario. If
                    a plane crashed nearby, don't you
                    think somebody would have heard
                    it go down? Tell us the truth,
                    guys. What's this really about?

                                        SOLDIER
                    I said, STEP ASIDE!

The soldier lifts his rifle. He's about to CLUB the sheriff
when Chris lunges, grabbing his arm. WHOOMPH! Chris kicks
the soldier in the balls. The man buckles. Chris bolts.

One of the other commandos FIRES at him, a loud BURST which
misses Chris but SHATTERS a shop window, setting off wild
PANIC on the street. Chris ducks into a building...

EXT   RACCOON CITY   BACK STREET   MORNING

...and out a rear door. He runs through a warren of back
alleyways, arriving at...

...A JEEP SAHARA which is parked behind Jill's apartment
building. He jumps in without opening the door, jams the key
into the ignition, and ROARS off.

INT   HUEY   MORNING

Still airborne, in one of the black helicopters that have yet
to reach the site, WESKER barks orders into a radio.

                                        WESKER
                    Charlie, David, Edward, proceed to
                    Raccoon City. Assist the e-vack.
                    I'm going on target with Alpha Team.
                    All forces stand ready to support.

EXT   FARM   MORNING

CHRIS rumbles his jeep onto a picturesque FARM, secluded deep
in the forest. We don't recognize it immediately. It was
dark when we last saw the place.

Jumping out, Chris sees three large SHAPES lying in the grass
of a corral. Rushing over, Chris realizes...

...they're HORSES. One of them is LUCKY, his prize
stallion... DEAD, in a pool of BLOOD, with its belly torn
open and a huge chunk out of its neck.

                                        CHRIS
                    Aw, no... (Devastated) ...L-Lucky.


Pg-14

Chris hears a weak, MOANING SOUND. He turns and sees...
RAKE, lying near a water pump. Chris rushes to the man's
side and finds him brutally SLASHED, barely clinging to life.

                                        RAKE
                    (Coughing blood) They... they come
                    outta the trees, Reddy. Don't... don't
                    know what they was. Figure... maybe
                    some kinda... wolves, or somethin' ...

Examining the man's wounds, Chris realizes they're fatal.

                                        RAKE
                    I... I never seen 'em comin'.

                                        CHRIS
                    Don't try to talk, Rake.

                                        RAKE (cont.)
                    I... ain't... never left this farm...
                    untended... since yer daddy first
                    took it over.

                                        CHRIS
                    I know. You... kept the place runnin'...
                    better than me.

                                        RAKE
                    I just...never seen 'em comin', Reddy.
                    Never even...had a chance to...turn
                    a gun on 'em.

There's a THUNDER in the sky. Chris looks up. Wesker's
Fleet of black HUEYS appears on the horizon.  They split up,
Seven banking off toward Raccoon City, the remaining three
grinding ahead over the forest, slowing down, dropping in
altitude.

                                        CHRIS
                    Where are they going? There's
                    nothing in there... except...

                                        RAKE
                    Y'oughta... remember it... real good.
                    I do.  From... when you was a kid.

                                        CHRIS
                    The... the old Arkley place?

                                        RAKE
                    I remember them days. I surely do...
                    Remember them... them old days.

Chris looks back down at the old man, who is drifting,
starting to lose it.

Pg-15

                                        CHRIS (cont.)
                    I'm not gonna bullshit you, Rake.
                    You're...in a bad time. If there's
                    any way to save you, I'll find it,
                    I swear. You just... hang in there,
                    old guy. I'll be right back.

Chris jumps to his feet and runs into...

INT   FARMHOUSE   MORNING

...the great-room of the FARMHOUSE. Rustic. Cozy. CHRIS
snatches up a telephone. There's no dial-tone. The line
is dead. Chris rushes to a gun cabinet and pulls out an old
WINCHESTER rifle. He scoops ammo from a drawer into a
shoulder bag and runs back outside...

EXT   FARM   MORNING

...where his eyes catch MOVEMENT in the corral. LUCKY,
entrails spilling, is trying to stand.

                                        CHRIS
                    Oh, God, Rake. Oh, Jesus, the poor thing's still alive.

Chris shoulders his ammo bag, reaches inside, and quickly
reloads the Winchester. Stepping forward, he aims carefully.

                                        CHRIS (cont.)
                    Sorry, old hoss.


BLAM!  A clean shot to the horse's brain drops the animal.

It takes Chris a long moment to recover... then, he looks into
the trees. The helicopters are no longer in sight, but their
THUNDER remains.  They haven't landed yet.

Chris turns and rushes back to Rake's side, only to find...
...he has died. Chris' jaws tighten, but he has no time
to mourn. He closes Rake's eyes. Digs through the grass.
Pulls up a handful of dirt. Stuffs it into the old man's
hand, and closes his stiffening fingers over it.

                                        CHRIS (cont.)
                    The earth keeps us.

Conquering his emotions, Chris runs to his jeep and jumps in.
He shifts into four-wheel-drive and, ignoring the road, heads
straight over the field for the trees.

As the jeep disappears, THE CAMERA CRANES DOWN, ZOOMING
IN ON...

Pg-16

...one of the farm dogs. The SPANIEL. Not the entire
animal, but one of its three SEPARATE PARTS... it's front
end... CRUSHED head, BLOODY neck, and a single BROKEN paw...

...which is trying to CRAWL.

Fifty yards away, RAKE'S HAND relaxes. The earth spills out
through his fingers as the dead man's eyes... POP OPEN.

EXT   ARKLEY FOREST   MORNING

THE FIRST OF THE BLACK HUEYS drops, hazardously, into a
small clearing with barely enough space. Unable to land
on the scrub-brush, it hovers ten feet off the ground. Its
rotors CLIP TREE LEAVES as WESKER, BARRY, and TWO OTHER
S.T.A.R.S. COMMANDOS jump out, heavily armed. The chopper
lifts off, placed by HUEY NUMBER TWO.

NOT FAR AWAY, CHRIS navigates through undergrowth until he
can see THE HELICOPTERS through the trees. The THUNDER from
their rotors masks the grinding of Chris' jeep. He pulls
within a hundred yards and, leaving his vehicle in the bush,
moves closer, cautiously, on foot.

THE THIRD HUEY air-drops TWO MEN and TWO WOMEN in S.T.A.R.S.
uniforms. There are TWELVE COMMANDOS in all... ALPHA TEAM.
Wesker looks up at the Huey's PILOT, using his radio to speak
to the man.

                                        WESKER
                    You'll have to rotate or you'll run
                    out of fuel, but I want one chopper
                    to remain in the air at all times.
                    We might need help in a hurry.

A "Roger that", squaks back as the Huey banks away.

Barry looks worried. His instincts are asking... "We might
need... 'help'".  Against what? We only see this in his eyes,
he says nothing as...

...Wesker leads the team through the woods, unaware of...

...CHRIS, following behind, crouching around trees and
bushes, not a trained commando, but comfortable with the
land, a natural warrior using ancestral instincts.

THE CAMERA TRACKS COMBAT BOOTS as they CRUNCH through the
low-Lying MIST.. .stopping abruptly when they encounter...

...WEAPONS, AMMO BELTS, bits of SHRDDED UNIFORMS... and
HUMAN BODY PARTS... strewn all through the surrounding brush,
remnants of what was obviously a feeding-frenzy.


Pg-17

                                        VICKERS
                    Holy... Goh... gaah...

BRAD VICKERS vomits. Unarmed, he's Alpha Team's computer-
techie. Not a combat soldier, he's a bit of a coward.

Another non-combatant, REBECCA CHAMBERS, is the team's
medical officer. She digs an ammonia capsule from her
pack and holds it under Vickers' nose.

RICHARD AIKEN and KENNETH SULLIVAN are buddies, regular
G.I. Joes, right out of every war movie. Aiken stares at
the carnage, calmly chewing a wad of gum.

                                        AIKEN
                    You ever eat road-kill, Sullivan?

                                        SULLIVAN
                    Aiken... a guy with a brain your
                    size would be better off dead.

                                        RODRIGUEZ (o.s.)
                    Want me to shoot ya, Aiken?

ROSIE RODRIGUEZ, a tough, body-built babe steps in.

                                        RODRIGUEZ (cont.)
                    I'm ready ta shoot somebody.

                                        ALKEN
                    I'll pass. Shoot Sullivan.

FOREST SPEYER, a wiry Willem Defoe type, finds a bloody BERET
and brings it to Wesker.  There's an I.D. tag on the brim...

                                        WESKER
                    (Reading the tag) 'Valentine'. (Beat)
                    Radio Washington.  Bravo Team found
                    on site. No survivors.

In the bushes, Chris overhears, not wanting to believe. He
sees Wesker angrily pitch Jill's beret into the brush.

                                        WESKER
                    We're goin' in.  Watch your backs.

Wesker advances his troops. When the coast is clear, Chris
rushes in, picks up the beret, and sees the name tag for
himself. "Valentine ".

After what happened at the farm... now this... feeling sucker-
punched, defeated, Chris hangs his head.

One of the HUEYS dips in low.


Pg-18

Chris looks up. The sight of the war machine lifts him from
defeat... to rage.  His eyes are soft, for the last time, as
he tucks Jill's beret into his pack.  When he looks up again,
those eyes have become newly predatory.  He ducks out of
sight as the helicopter swings lower.

Downdraft from the rotors makes the bushes rustle, catching
Chris' attention.  He realizes that... it's not just the wind.
The shrubs are being disturbed by...

SOMETHING DARK which is moving through them.  It pokes
its head out.  A WOLF! Rake was right.  Chris readies his
Winchester as the animal stalks forward.

It's not a wolf. It's A DOG. Mottled, its flesh gray,
covered with rotting lesions... and it has three bleeding
BULLET HOLES in its belly, chest, neck.

GROWRRR!  It LEAPS at Chris... who fires... BLAM!

Up ahead, Wesker and his commandos freeze.

                                        WESKER
                    Who fired? WHO FIRED?

Before anyone can answer, the team is ATTACKED by MORE DOGS
which BURST out of the surrounding woods...DOBERMANS and
SHEPHERDS... but something is seriously wrong with all of
them. Their EYES are DEAD, their FLESH decaying.

Automatics piss streams of lead. Hot rounds TEAR through the
animals, many of the slugs accidentally blowing out brains.
of his bullets hits its target... one of the dogs' heads.

The commandos are backed up against... the IRON GATES we
saw earlier. The Arkley Mansion stands beyond.

                                        RODRIGUEZ
                    Let's get inside.

                                        WESKER (cont.)
                    NO! (Shouting) I WANT 'EM ALL
                    DEAD! YOU HEAR ME? STAND FAST...
                    UNTIL THEY ARE ALL DEAD !

The dogs don't stand a chance. Alpha Team's firepower is
overwhelming. But there is a human casualty. JOSEPH FROST
trips and falls. One of the dogs POUNCES on him, chewing
out his HEART... through his BACK.

Wesker steps in, RIDDLING the dead man, and the dog, with
forty rounds from his M-16.

Pg-19

In the next instant, ANOTHER DOG LEAPS at Wesker from behind.
He hears its snarl... too late.  He dives into the grass...
too late.  The dog is about to land on him when...
...it's BLASTED out of mid air by... Barry.

                                        BARRY
                    Even-Steven, boss.  You saved my
                    ass in the desert.  I saved yours I
                    in Pennsylvania.

Wesker stand, straightening his ever-present sunglasses.

                                        WESKER
                    I don't believe in being... 'Even-
                    Steven' with anybody.  A man saves
                    my ass...I pay him back.  Before
                    this day is over, I'll pay you back,
                    Barry.  Just... stick with me, okay?

Wesker checks his equipment belt. Something is missing.
He looks to where he rolled in the grass. Using a FLASH-
LIGHT, he finds...

...a small electronic unit the size of a cell-phone. But
it's not a cell-phone. Whatever it is... Wesker clips it
onto his belt.

FROM THE BRUSH, Chris sees all this. The guns have gone
silent. The attack seems to be over. Chris moves stealthily
to the body of the animal that he shot. It's wearing a
COLLAR which reads...

                                SPIKE #26

Alongside the I.D., there's a corporate-looking logo... the
symbol of an UMBRELLA.

GRRROWWWLL! ANOTHER DOG is advancing on Chris. He aims
his Winchester.  CLICK! The magazine is empty.  No time to
reload.  The dog is on him.  Chris SCRAMBLES away.  The dog
BOUNDS after him.

Chris drops to the ground.  Did he trip?  No.  He pushes a
TREE ROOT, which is FALSE.  It swings open and he dives in,
pulling the root shut over him.

The dog arrives an instant later.  It lets out an angry
howl... and is BLOWN AWAY... by RODRIGUEZ, who neither saw
Chris, nor where he went.

The forest goes dead quiet.  Too quiet.  There's not even
the chirping of morning birds Wesker is SLAPPED startlingly
on the back... by Barry.

Pg-20

                                        BARRY
                    Look here, man.  I'd follow you
                    into any kind of enemy fire.  But
                    these things ain't firin' at us.
                    They want us for breakfast!  When
                    are you gonna tell us what the
                    hell is goin' on here?

                                        WESKER
                    When you need to know.  Just do
                    your job, soldier.  That's what
                    I'm doin'.  My job.

Wesker pulls a chain from under his shirt. It holds a card,
the size of a Visa, like the one Jill found in her secret
envelope, only Wesker's isn't blue, it's green.

Stepping away from Barry, he slide the card through a slot
in the iron gate-frame.  BUZZZZ.  The GATES SWING OPEN with
a rusty SQUEAL.

INT   TUNNEL   MORNING

CHRIS crawls through a long, dark shaft with earthen walls,
a man-made tunnel.

EXT   ARKLEY FOREST   MANSION   MORNING

AT THE MANSION'S FRONT DOOR, a hand-carved monolith of solid
oak, WESKER finds another hidden SLOT and swipes his card.
The giant door CREAKS OPEN.

INT   MANSION   CENTRAL HALL   MORNING

INSIDE, the place looks like a HAUNTED HOUSE, a glorious
ruin, once spectacular, now mysterious and threatening.
The chandeliers and furniture are covered with sheets that
ripple on breezes from a thousand faults in the old walls.
Indistinct NOISES echo within the ceiling, the floor, as
ALPHA TEAM enters.

                                        AIKEN
                    Old. They probably don't have cable.

                                        SULLIVAN
                    They probably don't have radio.

                                        RODRIGUEZ
                    Who's they? Who's place is this?

WESKER shuts the front door. The BOOMING SOUND makes us
wonder if we will ever see it opened again.


Pg-21

                                        WESKER
                    Guy named Arkley.  Bootlegger.  Built
                    this old fortress during prohibition.
                    He figured nobody'd ever find him out
                    here in the back woods.  Nobody did.
                    Till he died.  Feds have had it ever
                    since.  Place has been here for eighty
                    years... derelict... a safe-house.

                                        BARRY
                    A safe-house... for who? For what?

                                        WESKER
                    There's a... a secret installation.
                    Below.  A network of laboratories.

                                        REBECCA
                    What kind of... laboratories?

                                        WESKER
                    (Shrugging) They didn't issue us
                    gas-masks, so I figure... it's okay
                    to breathe.

                                        RODRIGUEZ
                    Why send in a strike-force?

                                        SULLIVAN
                    Yeah. What are we supposed to do?
                    Polish the silver?

                                        WESKER (cont.)
                    There's a man downstairs. A top-
                    priority man.  It's our job to...
                    bring him out.  Hopefully, there
                    are others alive, as well. We'll
                    Rescue them, too... if we can...but
                    Dr. John Marcus... he comes out alive
                    at any and all cost.

INT   MANSION   CORRIDOR   MORNING

Though it's still morning, the windows are sealed over.  No
sunshine can enter. From this point on... there will be no
indication of time... except as shown on clocks.  A sense of
dread takes hold of us as...

...dark SHADOWS LURCH...FEET SCRAPE sluggishly... not in
combat boots, but in Nikes, loafers, Dr. Martens... past an
accordion GATE of corroded bronze.  A motor HUMS.  Behind
the gate, an old-fashioned service ELEVATOR rises... but stops
just below floor level. EYES peer out, waiting for the
shuffling feet to pass.  Then the car rises the rest of
the way, revealing its occupant...

Pg-22

...JILL VALENTINE! She's alive! She deactivates the
elevator by pulling her blue ACCESS CARD out of an incon-
gruously modern receptacle. Checking to be sure that the
coast is clear, she slides the accordion gate aside and
steps out into the corridor.

With a ghostly MOAN, something LUNGES at her out of the
shadows. It's A MAN in a lab coat. His skin is ROTTING,
his teeth SNAPPING, like the dogs'. He tries to BITE Jill,
not merely to do injury. He seems HUNGRY!

Jill leaps aside, lifting her pistol and FIRING... once,
twice, three times. The man is shot in the stomach, heart,
neck...but he keeps coming! Finally, Jill shoots him in the
head...and he falls.

Jill quickly reloads, on instinct. But as she does it, she
stares at the corpse, frowning, weighing life-long belief
against the hideous facts of the moment.

INT   MANSION   CENTRAL HALL   MORNING

WESKER and his troopers hear the GUNSHOTS. There are THREE
DOORS nearby. Wesker selects one that seems to lead to the
source of the gunshots. Using his card, he unlocks it.

                                        WESKER
                    Three men stay here. Chambers...

                                        REBECCA
                    I'm not a man.

                                        WESKER
                    Rodriguez...

                                        RODRIGUEZ
                    I'm better than a man.

Wesker grins, but hardly skips a beat.

                                        WESKER
                    Alright. you come with us. Aiken,
                    Sullivan, stick here with Chambers.

The troop moves out. Aiken and Sullivan remain in the
central hall with Rebecca.

                                        AIKEN
                    Why us?

                                        SULLIVAN
                    I dunno why me. You? I guess the
                    C.O. figures you're as worthless
                    as a dame, Aiken.

Pg-23

Sullivan catches Rebecca's eye.

                                        SULLIVAN (cont.)
                    Er... sorry, ma' am. I... I didn't  ...
                    I meant Aiken... Not you.

                                        REBECCA
                    Relax. I get it.

INT   MANSION LIBRARY   TIMELESS

WESKER leads his TROOP into an enormous, cobwebbed library
lined with book shelves, but no books. There are doorways
on all four walls. Wesker pulls out something that looks
like a Game-Boy. He types on a keypad. A MAP of the mansion
appears. Wesker scrolls with the arrow-keys. Barry looks
on very impressed with the high-tech unit.

                                        BARRY
                    That thing...tells you where to go?

Wesker doesn't answer. He pockets the "Game Boy".

                                        WESKER
                    One man stays here. Ridley. You're
                    it. Shoot to kill. Just make sure
                    it's not one of us. The rest of you...
                    this way.

Wesker, leads his squad through one of the doorways. RIDLEY,
a young rookie, remains.

INT   UNDERGROUND CAVERN   TIMELESS

CHRIS reaches the end of the earthen tunnel. There are
signs that children once played here... TOY SOLDIERS.
GRAFFITI.  Chris finds his nickname... Christopher Reddy...
etched in hardened mud.  After a moment of reflection,
he moves on, into...


INT   ENTRY CHAMBER   TIMELESS

...a small, sheet-rock chamber.  CHRIS rushes to a DOOR
that looks like it's been there since the beginning of time.
As soon as he touches the knob... AN ALARM SOUNDS!


INT   MANSION   KITCHEN   TIMELESS

RIDLEY, standing guard, hears THE ALARM. He hears Chris
JIGGLING the knob. But he sees NO DOOR. The walls around
him seem to be solid slabs.


Pg-24

INT   ENTRY CHAMBER   TIMELESS

CHRIS can't get the doorknob to turn. Behind him, a dusty
ORIENTAL CARPET BULGES upward. One corner flops aside.

INT   MANSION   KITCHEN   TIMELESS

RIDLEY is spooked by the sound. Frightened, trembling,
he un-slings his rifle.

                                        RIDLEY
                    Who... who's there?

INT   ENTRY CHAMBER   TIMELESS

CHRIS doesn't hear the trooper. Behind him, A Decomposed
HAND pokes out of a drainage ditch beneath the carpet. It
gropes. Finds purchase on the floor.

Chris is unaware of the danger. He HURLS himself against
the door. He can't break through.

The thing that climbs out of the ditch was once a man, once
a SCIENTIST. It's wearing a lab coat and a pair of thick
EYEGLASSES. But it's long dead. It's... A ZOMBIE.

As it pulls itself up, its eyeglasses strike the side of the
ditch. They fall, CLATTERING, the rims scraping the zombie's
cheek, which peels away like onion skin.

Chris hears the noise. Turns and sees...

...the dead man, reaching out hungrily.  Chris is trapped.
He aims his Winchester. CLICK! He forgot. It's empty.

The zombie pulls itself fully up onto the floor. Chris digs
in his shoulder bag. Pulls out a handful of bullets and with
them, accidentally, Jill's BERET. Rising emotion stops him
for a moment.

The dead man crawls toward him. Chris might not have time
to load. As he tries to jam a bullet into his rifle, the
zombie SWATS at him.  Catches the beret.  Looks at it.
Sniffs it.  The bullet pops out of Chris' nervous fingers.
He tries to load another.

INT   MANSION   KITCHEN   TIMELESS

RIDLEY spots A BLUE ACCESS SLOT in the wall. He levels his
automatic and CHEWS the thing up with a short burst.

A PANEL SWINGS OPEN! CHRIS dives out... with the ZOMBIE
inches behind him. Ridley FIRES off another BURST OF ROUNDS.


Pg-25

Stray bullets PIERCE the zombie's head. It drops back into
the chamber...with Ridley never knowing why.

Ridley and Chris look at each other, asking rapid-fire
questions, none of them answered.

                                        RIDLEY
                    Who are you?

                                        CHRIS
                    Who are YOU? What the hell is 
                    S.T.A.R.S.?

                                        RIDLEY
                    How'd you get in here?

                                        CHRIS
                    Who sealed the door?

                                        RIDLEY
                    Who knew there a door?

WHAM! ANOTHER ZOMBIE appears suddenly behind Ridley, BITING
out the muscle between his shoulder and neck. The trooper
stands, stunned, for a moment...

                                        RIDLEY
                    Who... who... ?

...then he drops..

The zombie, in a uniform, once a security guard, gazes dully
at Chris.  A wet sound comes from inside its gullet as it
calmly chews on Ridley's flesh.  Swallowing, it reaches out.
Chris grabs its arms, FLINGS it into the chamber. Then
FIRES his Winchester, once, putting a HOLE in the thing's
head. Chris slams the door.


INT   MANSION   DINING ROOM   TIMELESS

In a Hearst-sized dining room with draped furniture, WESKER
and the OTHER TROOPERS have heard the new gunfire.

                                        SPEYER
                    Where'd that come from?

                                        BARRY
                    Back...where we just were.

                                        SPEYER
                    Shit, man, we're chasin' our tails!



Pg-26

INT   MANSION   KITCHEN   TIMELESS

CHRIS hears the CLATTERING of the troopers heading his way.
What he doesn't hear is... a slight CRACKLING... in the walls.

INT   MANSION   CORRIDOR   TIMELESS

WESKER and his TEAM burst into the corridor with the old-
fashioned ELEVATOR.  FLASHLIGHTS find... the body of the
ZOMBIE that was shot by Jill, bullet HOLES allover its body.

                                        SPEYER
                    Damn. Surnbitch took a lotta lead.

                                        BARRY
                    That's not what killed him. Blood's
                    still running. Wounds are fresh.
                    But look at his skin. This guy's
                    been dead for a couple of days.

                                        RODRIGUEZ
                    He was dead... before he was shot?

INT   MANSION   KITCHEN   TIMELESS

CHRIS checks Ridley.  No pulse.  His own rustling movements
prevent him from hearing... that soft CRACKLING SOUND.

The kitchen is lined with fifty-year-old IVY-PATTERNED
WALLPAPER.  The printed VINES seem to be MOVING!  Chris
doesn't notice until the vines begin to WIGGLE furiously...
and RIP THROUGH the paper.  They're REAL.  Sprouts from
some sort of exotic plant, that have climbed up the walls...
with INTELLIGENCE!  They seem aware of Chris' presence.

                                        REBECCA (O.S.)
                    Ridley?

REBECCA has appeared in an open doorway. Chris looks at her,
with the tips of the vines beginning to brush his shoulders.

                                        REBECCA (cont.)
                    Who... who are...

                                        CHRIS
                    I... I'm one of the good guys, okay
                    I'm just trying to...

                                        REBECCA
                    (Calling) SULLIVAN! AIKEN!

                                        CHRIS
                    Shit.


Pg-27

Chris, familiar with the room, opens a SMALL DOOR in the
wall, barely man-sized, and almost invisible because it's
covered in matching wallpaper. Chris dives in.

AIKEN and SULLIVAN pop up behind Rebecca, having barely
caught a glimpse of Chris.

                                        AIKEN
                    Who was that?

                                        SULLIVAN
                    Forget him. What are they?

Sullivan points at the vines... which are swirling, groping,
as if alive, making their way toward Ridley's body.

INT  MANSION   CHUTE   TIMELESS

In a LAUNDRY CHUTE, propping himself against the sides,
CHRIS descends...down...down... as he did as a child...
and comes out onto...

INT   CRAWL SPACE   TIMELESS

...a DROP-CEILING, newly installed. Iron frames support
AIR-FILTRATION SYSTEMS and other heavy MACHINERY. Sheet-
metal walls have replaced the old soffit and fascia. LIGHT,
from somewhere below, knifes through gridded iron vents.

                                        CHRIS
                    Somebody did some major remodeling.

INT   MANSION   KITCHEN   TIMELESS

The VINES continue to advance.

                                        REBECCA
                    We gotta get him out!

THE TROOPERS rush to retrieve RIDLEY'S BODY. The VINES hover
around them, occasionally DARTING, then pulling back, as if
they were timid animals, hungry, but afraid of anew food-
dish. When AIKEN brandishing his M-16, the VINES RECOIL and
RETRACT fully... THWIP THWIP THWIP... behind the wallpaper and
down... somewhere into the bowels of the house.

                                        AIKEN
                    What? Smart fuckin' plants?

                                        SULLIVAN
                    No big deal. Most-plants are
                    smarter than you, Aiken.


Pg-28

INT   MANSION   CORRIDOR   TIMELESS

THE OTHERS are still puzzling over the DOWNED ZOMBIE.

                                        SPEYER
                    Why would anyone shoot a dead man?

                                        RODRIGUEZ
                    Lemme guess. Maybe 'cause he was...
                    walkin' around?

Barry steps closer to the corpse, notes its collapsed skull.

                                        BARRY
                    Head-shot. We were sprayin' those
                    dogs outside... but think about it.
                    Were any of 'em brought down without
                    a head-shot.

Wesker has been exploring the corridor. Stopping in front
of the elevator, he shines his light into the car. We expect
someone... or some-thing... to be lurking inside.

An attack comes from the opposite direction. A FIGURE BURSTS-
out of the shadows behind Weasker. Another Zombie?  No.  It's
JILL! In a rage, she holds her pistol to Wesker's head.

                                        JILL
                    I lost three me.  You killed them,
                    Wesker. You did... and I did. Because
                    I didn't know what to expect... because
                    you... didn't tell me!

                                        WESKER
                    (Calmly) Tell you what?

                                        JILL
                    Anything! I wasn't told anything!

                                        WESKER
                    Put down the gun.

Instead, Jill CLICKS the hammer back.

                                        WESKER (cont.)
                    Put down the gun.

                                        JILL
                    Not until...

                                        WESKER
                    RELEASE! THAT'S AN ORDER, SOLDIER!

Jill blinks. Slowly, reluctantly, she lowers her gun.

Pg-29

Wesker turns... and recognizes her.

                                        WESKER (cont.)
                    How... did you get in here?

                                        JILL
                    (Sarcastic) How ya doin' , Valentine?
                    Good to see ya. Glad you're still
                    alive. Same here, colonel, I'm...

                                        WESKER
                    How did you get in here?

                                        JILL
                    (Exploding) The same way those fuckin'
                    dogs got out! Through their pens!
                    (Relaxing some) I... locked them off.

                                        WESKER
                    Good thinking.

A VOICE interrupts, from the end of the corridor.

                                        VOICE (o.s.)
                    MAN DOWN!

The voice is SULLIVAN'S. The troopers run to join him.
Last to leave the corridor are Wesker and Jill. Wesker
gestures gallantly.

                                        WESKER
                    Ladies first.

                                        JILL
                    Fuck you.

INT   MANSION   KITCHEN   TIMELESS

The TROOPERS trickle into the kitchen to find... REBECCA,
kneeling over RIDLEY'S CORPSE, examining the ragged bite
on its neck.

                                        RODRIGUEZ
                    Maybe... they're in the house.
                    More of them dogs.

                                        REBECCA
                    Diameter's too small. It... almost
                    looks as if... it was done by a...

                                        JILL
                    (Arriving) A human?

Rebecca looks up. The two women make sisterly eye-contact.


Pg-30
                                        REBECCA
                    Yes, but... what kind of... human...
                    would do something like this?

                                        AIKEN
                    Not a vegetarian, that's for sure.

                                        SULLIVAN
                    Aiken, you'd be better off...

                                        REBECCA
                    There was a guy. Not part of the
                    team. And there was... some kind
                    of... plant... that seemed... alive.

                                        RODRIGUEZ
                    Gimme a fuckin' break.

                                        AIKEN
                    No shit. It disappeared... right
                    into the wall.

Rodriguez cringes when she finds a ragged hole in the wall-
paper near where she's standing.

                                        WESKER
                    I guess it's... time to spill it.

WESKER pulls off his dark glasses for the first time.

                                        WESKER (cont.)
                    I don't know... much more than I
                    already told you.  I'll tell you
                    the rest now.  The labs hare are...
                    were...working on special apps for
                    bio-eng1neered materials.

                                        RODRIGUEZ
                    Speak English, hombre.

                                        WESKER
                    Marcus has been experimenting with
                    an artificial... man-made... virus.
                    Coded...the 'T'-virus.  Financing
                    came from a private corporation, you
                    may have heard the name... Umbrella.

                                        JILL
                    They're... multi-national. Huge.

                                        WESKER
                    So huge that they have... connections...
                    in high places.  That's why we're here.


Pg-31

                                        BARRY
                    This virus... it jumped, right?

                                        SPEYER
                    Shit! We're all dead! We got the
                    bug, and we're all dead!

                                        WESKER
                    It's not airborne. It was spread...
                    in the water supply. Lab animals
                    and... the researchers themselves...
                    passed it on... by...

                                        JILL
                    By... biting.

Wesker hangs his head. It's an affirmation.

                                        BARRY
                    You catch this virus and... what?

                                        WESKER
                    You die. But... not for long. The
                    chemical...revives the brain, and...

                                        RODRIGUEZ
                    You stand back up... and chew on
                    the first guy you see.

                                        SPEYER
                    Christ, this is like... Night of the
                    Living Dead!

                                        BARRY
                    Why, in the name of Jesus, would
                    anybody wanna mess with shit...
                    that does that shit?

                                        WESKER
                    Victory, friend. Civilization has
                    come a long way, but we still have...
                    war.  Imagine... a soldier who can't
                    die.  That... was the concept.

                                        JILL
                    But the virus... jumped.

                                        WESKER
                    Hopefully... if we got all the dogs...
                    we've contained it.

                                        JILL
                    Hopefully?  Jesus... why didn't you
                    tell us?


Pg-32

                                        WESKER
                    By telling you NOW, I've put your
                    lives in jeopardy. Nobody has this
                    information. Except a few high-and-
                    mightys. Me. And now, you.

The troopers fall silent as all this sinks in.

                                        WESKER (cont.)
                    We have to get Marcus out of here.
                    He developed this thing. He's the
                    only one who... understands it.

                                        REBECCA
                    I don't know, this all sounds pretty
                    shaky to me...

With a lightning move, Wesker draws his pistol and...BLAM!
FIRES... at Rebecca. She flinches. The bullet flies past
her and SHATTERS the skull of RIDLEY, the dead trooper who,
having stood up, was about to attack Rebecca from behind.
Ridley drops... dead again.

                                        RODRIGUEZ
                    Guess that proves it. A head-shot
                    knocks 'em down.

Rebecca turns and looks at the blood-splattered body.

                                        REBECCA
                    Th-that man.. .was dead. (Freaking)
                    I... I'm a doctor! I should know!
                    That man was dead!

Vickers reaches in Rebecca's bag, pulls out an ammonia
capsule, cracks it, and holds it under her nose.

                                        VICKERS
                    I hope you have a lot of these.


INT   CRAWL-SPACE   TIMELESS

CHRIS crawls across the drop-ceiling, into the up-rising
light from one of the vents. He looks down through the
grid work and sees...

...the same LABORATORY that was behind Marcus in the opening
video. No longer pristine, it's wrecked, torn apart. Files
are scattered everywhere along with smashed fragments of
furniture and computer hardware.

CAGES that line the walls are filled with LAB ANIMALS making
NERVOUS CHATTER. Chris watches a MONKEY sip water from a
dish. Like the other animals, its skin is rotting.


Pg-33

Chris is about to move on, when his eye catches...

...MOVEMENT... outside the cages.  There's A MAN, in a
lab coat, sitting at a desk, writing on a note pad.

                                        CHRIS
                    (Calling) Hey.

CLOSE ON: the man's HAND... flaking, decomposing.  The pen
it holds is making only random, erratic marks.

                                        CHRIS (cont.)
                    HEY!

The man turns his head, slowly, to look up toward the voice.
There's NOTHING left of his FACE. RAW TISSUE seeps odd-
colored fluids. A single eyeball is nested tenuously in
the ooze. Something like a mouth, recognizable only because
of its position, opens... and GROANS.

Chris, pumping his Winchester, hears... KRANG! A NOISE from
below. He looks down again, just as...

...the lab door BURSTS open. WESKER and ALPHA TEAM stream
into the lab. The thing with. the destroyed face turns toward
the invaders, stands, and shuffles toward them.

Without hesitation, Wesker, on point, FIRES a quick burst
into the thing's brain. It drops like a sack. The lab
animals SHRIEK.

The team files in, not noticing... ANOTHER ZOMBIE... crawling
across the floor...heading directly for SPEYER. Chris shouts

                                        CHRIS (cont. )
                    HEADS UP!

He punches out the grate with the barrels of his rifle
and... BLAM!...punches a sure-fire HOLE in the zombie's head.

BRAD VICKERS, his nerves badly frayed, thinks the team is
being attacked. He SPRAYS the ceiling with his automatic.

Chris ducks and rolls, narrowly escaping the initial barrage,
but bullets keep coming, punching a dotted line up through
the ceiling panels.

Chris scrambles, as fast as he can, his feet barely escaping
the punch holes.

He finds himself on top of an enormous checkerboard of vents
and Plexiglas panels. Bullets weaken the framework. It
sags... then CRACKS, dropping away. Chris is plunged into...



Pg-34

INT   LAB   LEVEL "A" TIMELESS

...WATER! CHRIS kicks, paddles with his rifle, righting
himself, getting his bearings. He's in a huge AQUARIUM
that's built into one of the laboratory's walls... and he's
not alone. There are SIX SHARKS in the tank. ZOMBIE SHARKS,
their flesh rotting, leaking pus.

The largest of them SNAPS at Chris, but its jaws catch only
a clump of his swirling hair. Chris kicks with his feet,
remaining upright, and FIRES his wet Winchester.

The bullet wimps-out, restrained by the water. It penetrates
the shark, but barely. We can see the casing lodged in the
animal's flesh.

Chris gets an idea. He kicks forward. Plants the barrel
of his Winchester directly against the aquarium glass...
only to find himself aiming directly at...

...JILL, who is aiming back at him with her M-16. They're
both stunned. They stare at each other for a moment, like
gunfighters, until...

...another shark circles in for an attack. Chris swings the
Winchester away from Jill and FIRES underwater. The aquarium
glass CRACKS... but holds.

                                        JILL (cont.)
                    Hang on! We're gonna get wet!

Jill FIRES. More CRACKS, but the glass is resistant.
Chris out. Water SURGES into the lab, knocking Wesker and
some of his squad down.

They stand up again, only to find themselves knee-high in a
dark pool...with SHARK FINS slicing the surface. Everybody
opens fire. The dead fish keep coming.

                                        AIKEN
                    Where the fuck is a shark's brain?

                                        SULLIVAN
                    In it's head! I swear, Aiken, you
                    would be better off dead.

In a bizarre frenzy, the sharks KICK their tails, making
startlingly quick turns, darting every which way, SNAPPING
at the scent of warm flesh. The troopers, hampered by the
water, SPLASH around wildly, many of them nearly getting
bitten. The air above thickens with a fog of graphite from
ten spitting automatics.


Pg-35

The water gets darker as it becomes clouded with BLOOD. But
thankfully, the level is dropping. The water is seeping out
through GRATES in the floor. The sharks become more visible,
moving slower as their bellies scrape the floor.

The troopers pick them off, one by one. The immediate threat
passes...but as the water drains away, the troopers become
aware of... a KLAXON-LIKE SOUND. ANOTHER ALARM. The entry
door glides shut with a BOOOMMM!

                                        WESKER
                    Nice. Very NICE, Valentine! You
                    set off a containment breach!

                                        JILL
                    It must have been the water. God,
                    the water! (She turns to Chris}
                    Did you swallow any?

                                        SPEYER
                    I did.

                                        SULLIVAN
                    A bunch of us did, man.

                                        WESKER
                    Separate systems. Salt water.
                    No germs. But.. .it breached!

Wesker, looking crazed, his sunglasses gone, is typing on
his "Game-Boy"... getting no response.

                                        WESKER (cont.)
                    We can go in deeper.  But we can't
                    get out.  Not with my card-key.

                                        RODRIGUEZ
                    So...we live here now.

Rosie finds Sullivan looking at her curiously.

                                        RODRIGUEZ (cont.}
                    Landlords. Shit hills. Kicked my
                    family out of six apartments. I
                    got use to sayin'...'So...we live
                    here now'.

                                        WESKER
                    There are override exits... but I
                    can't find them without THIS!

Wesker FLINGS his "Game-Boy" angrily against a wall. It
shatters into bits.


Pg-36

                                        CHRIS
                    That was a smart move.

Wesker bristles. He's about to confront Chris, but he spots
his sunglasses where they were deposited on a floor grate by
the water. He walks over and picks them up, wiping the
lenses on his shirt. Without looking at Chris, he asks...

                                        WESKER
                    And... you are?

                                        CHRIS
                    Nobody.  Just a...a local guy...

Chris spots a dry lab-coat hanging on a wall hook. He takes
it down and uses it to dry his rifle.

                                        CHRIS (cont.)
                    ...who gets pissed-off when he finds...
                    his farm animals... and his father's
                    oldest friend... dead. And the only
                    woman he ever cared about turns out
                    to be a goddam METAL HEAD!

Wesker, while seeming to understand, still doesn't look up.

                                        WESKER
                    Valentine...who is this asshole?

                                        JILL
                    His name is Chris Redfield. He was...
                    part of my cover, sir.

                                        CHRIS
                    Cover?

A snappy argument develops, a lover's quarrel, with higher-
than-normal stakes.

                                        JILL
                    This is not the time to mouth off,
                    Chris! You're in deep shit here!

                                        CHRIS
                    Why didn't you let me in on this?

                                        JILL
                    Why did you have to come after me?
                    How did you get in here, anyway?

                                        CHRIS
                    I used to play here, when this was
                    a fucking laundry room!  And what
                    makes you think I came after YOU?


Pg-37

                                        BARRY
                    (Interrupting) Whoa! Look here.

Barry is stooped over the faceless zombie that Wesker shot.
He rips an I.D. badge from the corpse's coat.  He tosses it
to Wesker, who reads the I.D... "DR. J. MARCUS"

                                        BARRY (cont.)
                    Is this the pile of shit we're
                    supposed to bring out of here?

                                        WESKER
                    It...it once was.

                                        VICKERS (o.s.)
                    I got something here.

BRAD has been quietly working at one of the lab's computers.
Barry rushes over and looks at the monitor screen.

                                        BARRY
                    A map. Same as on your gizmo. Exits
                    marked...blue and green.

Wesker steps in for a look.

                                        WESKER
                    The greens are the overrides. (To
                    Brad) Can you print this out?

                                        VICKERS
                    I can try.

Chris calmly retrieves his wet shoulder bag from the floor.
He wrings out the cloth and, using the lab coat, wipes the
bullets dry.

                                        VICKERS (cont.)
                    (Off the screen) We're on level 'A'.

                                        WESKER
                    We have to get down to level 'D'.

                                        BARRY
                    Hold on. Marcus is dead. If this
                    mission was about bringin' him out,
                    we're outta here, right?

                                        WESKER
                    I wish we were, but no. We have
                    a potential outbreak here. We might
                    be the only ones who can stop it.

Pg-38

                                        SPEYER
                    Stop it? How?

                                        WESKER
                    There's... an antidote.

Everyone's ears perk.

                                        WESKER (cont.)
                    We can't bring Marcus out, but we
                    can bring out the serum. Maybe
                    somebody...can analyze it... and
                    figure how to beat the virus.

Jill looks at Chris. Catches him weighing options.

                                        JILL
                    (Privately) Not simple.

                                        CHRIS
                    (Privately) Not complicated, either.
                    We only have to decide... what's right...
                    and what's wrong.

                                        JILL
                    (Privately) I forgot. You're never
                    confused. So...what's right, Mohawk?
                    And what's wrong?

                                        VICKERS
                    Shit. (At the computer) There are
                    no green exits on this level. Why...
                    why would that be?

                                        CHRIS
                    They don't want anybody up here
                    to go snoopin' ...upstairs or down.

Wesker looks at Chris with that odd, confident smile.

                                        WESKER
                    Pretty good guess. You must have
                    been in the military, son.

                                        CHRIS
                    Native American. Exempted.

                                        VICKERS
                    (Typing, starting to panic) Fuck!
                    There... there's no way out!

                                        CHRIS
                    Yes there is.

Chris points at the broken grid above the shattered aquarium.


Pg-39

Wesker looks up. Then looks back at Chris.

                                        WESKER
                    Not a bad idea. (Turning to
                    Vickers) See if you can call
                    up... service charts, schematics.

Brad's fingers fly. He scrolls through menus.

                                        VICKERS
                    Got it. Ceiling grids, ladders.
                    The whole infrastructure.

                                        WESKER
                    Print it. Print all of it.

The young man types a command. Wesker rushes over to the
H. P. and grabs the first chart that rolls out.

Rebecca steps over to Brad. She points at his leg.  Seated
at the computer, his trousers hiked, BLOOD can be seen on his
sock, just above his boot.

                                        REBECCA
                    What's that from?

                                        VICKERS
                    (Nervous) I...snagged it. On the
                    desk. When we were scrambling.

                                        REBECCA
                    Lemme look at it.
                                        VICKERS
                    (Adamant) No. It's just a scratch!

Chris watches Wesker as he studies the printed charts.

                                        CHRIS
                    There's a... part of an old laundry
                    chute. It might not show on there.
                    It runs up to the kitchen.

                                        WESKER
                    I'm not going up. I'm going down.

Wesker, grim-faced, looks at his team.

                                        WESKER (cont.)
                    I'd like to let you guys off the
                    hook. But I can't. I need back
                    up. You're comin' with me. Any
                    objections?

The troopers exchange glances. Jill is first to speak.

Pg-40

                                        JILL
                    No objections. We'll back you up.

                                        CHRIS
                    (Disappointed) You said... people
                    wind you up and you do whatever
                    they want you to do.

                                        WESKER
                    Stay out of this, son. You're the
                    only one who doesn't have a choice
                    in this. There's no place to lock
                    you up. I can't let you go, you're
                    a security risk. I could shoot you.
                    Legally. But your lady-friend would
                    probably get all over my ass. So...
                    I'm afraid you're comin' with us...
                    whether you like it or not. (To Jill,
                    pointedly) He's your responsibility,
                    Valentine. See that he doesn't make
                    trouble.

Jill looks at Chris.

                                        CHRIS
                    You up to the challenge?

                                        JILL
                    Try me.

                                        CHRIS
                    (Snappy) I already have.

INT   CRAWL-SPACE   TIMELESS

One by one, the members of ALPHA TEAM wiggle up into the
crawl space above the ceiling. CHRIS climbs up behind JILL.
OTHER TROOPERS are already away, following WESKER, who guides
them with the help of his chart. Jill starts after them.
Chris grabs her arm.

                                        CHRIS
                    Jill, I... I'm sorry. I'm just...
                    angry. When I... thought you were
                    gone, I... Then... when I saw you.
                    Alive. I realized that...

                                        JILL
                    That you were still... fascinated.

                                        CHRIS
                    Stop. Stop!

He pulls her into an embrace. She goes willingly.



Pg-41
                                        CHRIS (cont.)
                    Come with me. We can get out of here.

                                        JILL
                    (Tempted) I...I want to. I want...
                    nothing more. But... I can't. When
                    I'm in this uniform, I'm more than...
                    just me. Try to understand...there's
                    no "I" in Team, Chris.

                                        CHRIS
                    There's no "I" in DEAD, either.

Chris pulls away from the embrace and looks at her.

                                        CHRIS (cont.)
                    I should order you to come with me.
                    You'd never refuse an order.

                                        JILL
                    You go. You're not part of this.
                    
                    
                                        CHRIS
                    I'm part of it as. long as you are.

                                        BARRY (o.s.)
                                        This is very uncomfortable.

Barry, having overheard, is halfway up through the grate.

                                        CHRIS
                    For me, too, brother.

                                        BARRY
                    I mean this... (indicating the
                    iron that's pressing his belly.)
                    It's very uncomfortable.

Chris and Jill help Barry up into the crawl space.
start off after the troop. THE CAMERA TRACKS them.

                                        BARRY (cont.)
                    This is gettin' old, Man, I swear.
                    I been in this Army eighteen years.

                                        CHRIS
                    Eighteen years?

                                        BARRY
                    Yep. Two away from the big re-ti.

                                        JILL
                    Desk job, right? Nobody lasts that
                    long if they've seen action.



Pg-42

                                        BARRY
                    I've seen action in Granada.  And
                    Desert Storm.  Would have lost it
                    all there... if my buddy didn't bring
                    in a team, against orders, to pull
                    my ass out.  Buddy named... Wesker.

                                        CHRIS
                    You've been with this asshole since... ?

                                        BARRY
                    Since before that.  We were... kids
                    together.  Macon, Georgia.  He's...
                    only an asshole some of the time...

UP AHEAD : WESKER reaches a service ladder. He waves his
troop on. They start to climb down.

                                        VICKERS
                    Who knows what we'll find down there?

                                        AIKEN
                    Think positive.  The farther down we
                    go, the worse it's gonna get.  So...
                    until we hit bottom, we're in good
                    shape... relatively speaking.

GRRRAAAAWWWLr.! Distant... but distinct... it sounds like
the MGM lion.

                                        SPEYER
                    What the fuck?

Again .GRRRRRAAAAAWWWWLLLL !

                                        VICKERS
                    Whatever it is.. .it can't get us.
                    We're in the ceiling!

                                        AIKEN
                    Maybe it's like... really tall.

                                        SULLIVAN
                    Aiken...

INT   CRAWL SPACE   LAB   LEVEL "B"   TIMELESS

The lead TROOPERS reach another section of the ceiling.
Clustering around a vent, they look down into...

...the "B"-level lab, more streamlined, more high-tech than
the one upstairs. There are large COMPUTERS, linked by
metal-shielded conduits to jacks in the walls.




Pg-43

                                        WESKER
                    Main-frame. Might have some data
                    we could use. (A quick decision)
                    Fox, Marini, Vickers.  Down.

WESKER kicks out the vent. He jumps first, through the
opening, down into the lab. CHRIS watches from behind.

                                        CHRIS
                    The man has balls, I'll say that.

Wesker grabs a desk and pushes it under the vent.  MARINI
climbs down, followed by FOX.  BRAD is last.

                                        WESKER
                    Hustle it, Vickers.  You're the guy
                    we need.  To cut into the network.

INT   LAB   LEVEL "B"   TIMELESS

WESKER looks around. There are THREE Doorways...open wide
with only darkness beyond. Wesker runs around closing them.

                                        WESKER
                    Watch these entrances, guys.

FOX and MARINI take up posts. Brad lowers himself gingerly.
He drops the last two feet onto the desk, landing on his
bloody leg.

                                        VICKERS
                    AAAAH ! Shit.

He topples, falling to the floor, but pops up instantly.

                                        VICKERS (cont. )
                    I'm alright. I'm alright.

He limps over and attacks the computer keys.

GRRRRRAAAAAWWWWWLLLL! Another distant snarl.

                                        WESKER
                    Hold tight. It doesn't sound like
                    it's on this level.

                                        VICKERS
                    (At the computer) Shit. I'm locked
                    out. Any clues for a password?

                                        WESKER
                    Try... Umbrella.

Brad types rapidly, nervously. Flubs. Types again.


Pg-44

                                        VICKERS
                    Nothing. Wait. I'm into... No.
                    No data. Just some kind of video
                    feed. Time-coded. Yesterday.
                    It's a play-back. (Watching the
                    screen) Holy shit!

We HEAR it before we see it. The sound of absolute PANIC.
People SHOUTING! SCREAMING! THUDS and CRASHES! GLASS
BREAKING! Then A WOMAN'S VOICE .

                                        WOMAN'S VOICE (o.s.)
                    Please...please.. .if anyone is
                    receiving this...

Brad limps around the desk and spins the monitor for the
others to see. The WOMAN is an ORIENTAL. She's standing
in the foreground, as Marcus was in the opening video.
Behind her is a lab we haven't seen yet... with white-
coated FIGURES... RUNNING... FIRING GUNS.

                                        WOMAN (cont.)
                    the situation is completely.
                    out of control. We...
W
HAM ! The woman is pushed out of the way by A MAN who is
trying to protect her from...

...SOMETHING that BLURS past the lens, like a pendulum,
from ABOVE.

In the next instant... SPLAT... the lens is COATED WITH BLOOD!
As it oozes down, we see a partial image of the same MAN.
His HEAD is OUT OF FRAME at the top of the screen.

The thing above must have a hold on it... because the man is
DANGLING, his arms witching. His back has three GOUGES in
it, long and so deep that they might have been made by
piece of heavy machinery. We only see this for an instant...
before the man is LIFTED, straight UP, with amazing SPEED.

Wesker clicks off the monitor. The other men instinctively
look up above their heads.

                                        FOX
                    Maybe the ceiling's not such a
                    safe place, after all.

CRASH! The door behind Fox BURSTS open. Before he has
time to react A ZOMBIE is on him, BITING his cheek, neck,
shoulder. The two figures fall to the floor, grappling.
Wesker can't get a clean shot.

                                        WESKER
                    Scram! SCRAM!


Pg-45

Marini is first to reach the desk, but he helps the limping
Brad up ahead of him. TWO MORE ZOMBIES lurch in through the
open doorway. Wesker shoots them, but he sees MORE... can't
tell how many...shambling toward the open doorway from the
darkness beyond.

Wesker focuses on Fox, who is still being MAULED, BITTEN.
Fox SCREAMS. Wesker still has no safe shot.

Brad is YANKED up into ceiling by SULLIVAN and AIKEN. CHRIS
leans out of the opening, reaching for Marini.

Wesker KICKS the mauling zombie in the head. It takes three
hard BOOTS to attract the thing's attention. When it finally
looks up at him, Wesker BLOWS out its skull.

Fox is lying on his stomach, writhing, BLEEDING profusely
from a half-dozen bites. Wesker stoops down, trying to roll
him over, lift him up. Fox resists. He's gone insane.

Chris pulls Marini up to safety. BARRY leans down through
the opening.

                                        BARRY
                    Haul ass, boss!

The zombies are heading for Wesker. There are three of them.
Barry shoots at the one in front. Misses. His second shot
hits the thing's brain.

Wesker again tries to hoist Fox who, this time rolls over on
his own. He has drawn his pistol. Before Wesker can stop
him, he eats the barrel and BLOWS out the back of his head.

One zombie is dangerously close. Barry fires two more
rounds. No head shot, but the zombie staggers and, though
not dead, FALLS...directly toward Wesker. The colonel rolls
on his back, kicking himself away, managing to get clear.
He uses his own pistol to BLAST the zombie.

He scrambles to his feet, darts toward the desk, and jumps
up. The third zombie grabs his legs. From above, Barry
risks a dangerous shot. BLAM! Wesker hears the bullet
WHIZZZ past his head like a mosquito.

The zombie is hit in the skull. It drops. There are MORE
of them coming out of the darkness. Barry takes hold of
Wesker and, with a single strong arm, pulls him up into...

INT   CRAWL SPACE   LAB   LEVEL "B"   TIMELESS

...the crawl space, where WESKER breathes heavily for a
moment... then looks up at his old friend.




Pg-46

                                        WESKER
                    That's...two I owe ya.

                                        BARRY
                    One. We were all... 'Even-Steven' .

                                        WESKER
                    Two. Remember? 'Even-Steven' ...
                    is not in my vocabulary.

A horrible MOANING SOUND comes from below, in the lab.
THREE MORE ZOMBIES can be seen clustering around the desk,
dumbly trying to climb up, sensing the "food" above.

                                        WESKER (cont.)
                    Let's move.

Wesker takes off. SPEYER, RODRIGUEZ, AIKEN and SULLIVAN are
quick to follow. The others lag behind when CHRIS says...

                                        CHRIS
                    Those things could get up here.
                    We can't let that happen. This
                    is our way out...

Chris swings his legs through the grate and JUMPS down...

INT   LAB   LEVEL "B"   TIMELESS

...ONTO THE DESK. He BOOTS one of the ZOMBIES away and
tries to LEAP over the others. One of them catches his foot
in mid air. CHRIS isn't hurt, but he TOPPLES to the floor,
sprawling, losing his Winchester.

The zombies have him cornered. He crawls toward his rifle.
Reaches it. Pumps a shell into the firing chamber. Aims
at the closest of the walking dead...

...which was once a young man, a simple laborer, wearing
overalls, with a name tag...

                                        CHRIS
                    (Reading) Caruso.

Chris looks empathetically into the thing's dead eyes.

                                        CHRIS (cont.)
                    Can you hear me?

The zombie lumbers forward hungrily.

                                        CHRIS (cont.)
                    Caruso! Can you hear me?

Pg-47

Chris has come late to the realization that these things
were once human. Now he comes late to the realization...
that they are human no longer.

The zombie grabs the barrel of the Winchester, pushing it
aside. Chris can't bring it back to bear on the monster's
head. He BLASTS a round through the thing's belly. It has
no effect. The zombie reaches for Chris' throat. Starts to
lean in to bite him.

BLAM! The thing's skull explodes. JILL has jumped down
onto the desk. She FIRES another accurate pistol round.
The SECOND ZOMBIE falls.

Jill leaps to the floor and starts to push the desk. Chris
gets to his feet, rushing in to help her. Together, they
shove the desk out from under the open ceiling grate.

                                        CHRIS
                    Thank you.

                                        JILL
                    Any time. How do we get back UP?

                                        CHRIS
                    Shit, if you didn't have a plan, you
                    shouldn't have jumped down here.

                                        JILL
                    We have a real problem here, Chris.

Jill nods toward the open doorway. There are more stuttering
FIGURES approaching out of the dark.

                                        CHRIS
                    How big is this place? How many
                    people were down here? How...

                                        JILL
                    HOW DO WE GET UP?

With a startling SOUND, A DARK SHAPE swing down from above
and GRABS Jill! Is it the thing we saw on the video?

No. It's BARRY! His mighty arms lift Jill. She's caught
by Aiken and Sullivan and pulled up to safety. Barry grabs
Chris and lifts him as well.


INT   CRAWL SPACE   LAB   LEVEL "B"   TIMELESS

CHRIS grabs the edge of the grate and pulls himself up.
He reaches back down through the opening. Below, BARRY
squats... and makes a mighty leap-with his muscular legs.
Chris grabs his arms... and is nearly pulled back down.



Pg-48

                                        CHRIS
                    (Straining) Big. Heavy.

Jill grabs on, then Sullivan. But one of the ZOMBIES has
reached Barry. It GRABS his kicking legs. It's TEETH SNAP!
And CATCH! The commandos lift Barry clear, but the zombie
ends up with a CHUNK of something in its mouth.

                                        JILL
                    It got you!

Barry checks his leg. His trousers are torn, but...

                                        BARRY
                    No skin broken. I'm alright.

                                        CHRIS
                    We owe you a pair of pants.

They crawl away. The zombies below reach up, their fingers
clutching, at the ceiling, but with the desk gone, there's
no way they can get up.

DISSOLVE TO:

INT   STORAGE AREA   TIMELESS

THE COMMANDOS climb down a steel access ladder into a storage
room stacked with CRATES and CARTONS. There's only one door.
The place seems secure.


                                        WESKER
                    Stand down. Five minutes.

WESKER sits on a crate and pulls out his printed charts.
Gradually the whole troop makes it down into the room.
They relax. A few light cigarettes. But not SPEYER.

                                        SPEYER
                    I'm through, Wesker.

                                        MARINI
                    Me too, man. This ain't nothin'
                    I signed on for.

                                        WESKER
                    (Calm) You want to wait here, fine.

                                        MARINI
                    Wait here? No. We're gettin' out!
                                        
                                        WESKER
                    You can't. (He flashes his access
                    card.) Not without this.


Pg-49

                                        SPEYER
                    Fuck you! And your fancy doors and
                    your green key! The choppers have
                    rockets. They can blow out a wall
                    if they have to. I'm callin' 'em in.

Speyer pulls out his radio and starts to punch a code.

                                        WESKER
                    You wanna see a wall blow, I'll
                    blow all of 'em for ya.

Wesker reaches down to the electronic unit that he lost and
retrieved in the woods. He pulls a long wire out of it, with
a small sensor on the end.

                                        WESKER (cont.)
                    I'll put a crater in this forest that
                    takes out Racoon City and everything
                    else for twenty miles... with this.

He jams the little sensor into his ear and pushes a button
on the belt unit. Small red LIGHTS blink.

                                        WESKER (cont.)
                    It's a radio detonator...to set off
                    explosives that are...buried under
                    neath us somewhere. The ultimate
                    containment measure. Incinerate the
                    place. (Smiling again) It has a...
                    dead-man mechanism... .(he taps the
                    ear-piece) ...that reads my pulse.
                    My heart stops, and... boom.

                                        CHRIS
                    You...lunatic! That damn thing can
                    slip out of your ear by accident!

                                        WESKER
                    That's right. It's your job...all
                    of your jobs...to see that it doesn't.
                    And to see that my heart... doesn't
                    skip any beats.

Wesker looks over the tops of his sunglasses... at Speyer

                                        WESKER (cont.)
                    Give me the radio, soldier.

Speyer hesitates. Wesker explodes, for the first time.

                                        WESKER (cont.)
                    GIMME THE FUCKIN' RADIO, OR WE
                    ALL GO UP!

---
This text orginiated from www.New-Blood.com, please check 
us out for Resident Evil coverage.
---

Pg-50

Shocked silence. Sullivan is the first to speak.

                                        SULLIVAN
                    Sumbitch might do it, Speyer.

                                        WESKER
                    I'II be obliged to do it! If I don't
                    get that antidote, I'll have to burn
                    this place out! (Beat) Valentine.
                    The radio.

Jill steps over to Speyer and takes the radio from him.

                                        CHRIS
                    (To Jill) What are you, this guy's
                    flunky? He just threatened to blow
                    us all up, for Christ's sake!

                                        JILL
                    That's what I'm trying to prevent!

EXT   ARKLEY FOREST   IN THE AIR   DAY

WHAP WHAP WHAP... one HUEY is in the air..., THE CAMERA MOVES IN
on a window. LAGUARDIA is flying, his RADIO MAN beside him.

                                        LAGUARDIA
                    How many digits did you receive?

                                        RADIO MAN
                    Six. The beginning of an air-
                    support code, but... it just went
                    dead on me.

                                        LAGUARDIA
                    Call S.T.A.R.S. in Washington.
                    I want...

                                        RADIO MAN
                    Hold it...

The radio man presses his headset to his ear. LaGuardia
looks on apprehensively.

                                        RADIO MAN (cont.)
                    It's Wesker. (Into mike) Yes, sir.
                    We got the signal sir. (He clicks
                    off) He says it was... a mistake.

                                        LAGUARDIA
                    Call Washington anyway. I want
                    the authority to take action if
                    necessary.



Pg-51


INT   OFFICE   TIMELESS

BRRRING! The hand with the ostentatious RING snatches a red
telephone receiver from of a desk drawer.

                                        MAN WITH RING (o.s.)
                    Holden.

He listens. Once again, we don't see his face. Just his
free hand, with another Monte Cristo burning.

                                        HOLDEN (Man with ring, cont.)
                    Denied. This is Wesker's show.
                    If he was in real trouble, we'd
                    have lost half of Pennsylvania
                    by now.

As the hand flicks ash, we see a sheet of paper on the desk
with a letterhead that bears... an UMBRELLA LOGO.

                                        HOLDEN (cont.)
                    No authorization.


EXT   ARKLEY FOREST   IN THE AIR   DAY

In the HUEY, the RADIO MAN clicks off an incoming call.

                                        RADIO MAN
                    No independent action.

                                        LAGUARDIA
                    Damn. I feel so fuckin'... helpless!

The huey over flies THE MANSION which, from the air, looks as
stable as the Rock of Gibraltar.


INT   STORAGE AREA   TIMELESS

WESKER has come down off his rampage. He looks exhausted.
He also looks staunchly heroic as he speaks to his TROOP.

                                        WESKER
                    You guys were hand-picked. A Special
                    Unit. Most of you have been sitting
                    on your asses, drawing pay checks for
                    more than two years. Well... it's time
                    to repay those... Government loans.

                                        SPEYER
                    Bull shit. I'm not...

Wesker lifts his automatic. Speyer flinches. The action
wasn't meant as a threat. Wesker is just checking his ammo.



Pg-52

                                        WESKER
                    Pitch your empties. Put all your
                    loaded clips on that crate there.
                    I want a count. Then I want the
                    rounds divvied up... evenly.

The troopers deposit their loaded clips, reloading the ones
that are half-used.

                                        WESKER (cont.)
                    Alright. We're on.. .(checking the
                    maps) ...level "C"...

                                        AIKEN
                    Lingerie. Notions.

                                        WESKER
                    GOD DAMMIT, NO MORE JOKES! We have
                    men dead upstairs! This hell-hole
                    is full of people who died... because
                    of this stinkin' ...BUG!

Jill has been counting the ammo clips.

                                        JILL
                    Forty two.

                                        SPEYER
                    That's all we have?

                                        WESKER
                    We weren't expecting a war, Speyer.
                    (To Jill) I'll take three. Three
                    to your boyfriend...

                                        CHRIS
                    Don't need 'em. Got my own loads.

Wesker's eyes dart angrily toward Chris. But he notices
Jill watching him...and he calms himself.

                                        WESKER
                    Good. Then... we all get four clips.

                                        SPEYER
                    They must have... weapons down here,
                    somewhere. A powder magazine.

                                        WESKER
                    No more side trips. It was a mistake
                    to go into that lab upstairs. My
                    mistake. And I'm not makin' another
                    one. From now on it's straight ahead.
                    In and out.

Pg-53

Wesker stands and opens the door.  Outside is a SERVICE
CORRIDOR with unfinished walls. Spaces between raw metal
beams are stuffed with insulation. Wesker checks the jamb
outside. It's got a lock mechanism. Blue.

                                        WESKER (cont.)
                    Not an override. My key won't work
                    here on the way out. Prop the door.

The troopers drag a heavy crate over to hold the door open.
Wesker moves out. The commandos trickle after him. Chris
holds Jill behind for a moment.

                                        CHRIS
                    Jill...this guy is a Loony-Toon.

                                        JILL
                    He's just... trying to get the job
                    done. Doing what he has to do.

                                        CHRIS
                    Yeah, well...I hope you'll say
                    the same about me... when I do...
                    what I have to do.

Chris turns and walks off. Jill follows him out into...


INT   SERVICE CORRIDOR   TIMELESS

...the corridor. They catch up with the TROOP which is
clustered at a blind alley which has two doors.

                                        WESKER
                    (Checking his map) It's not clear...
                    which way to go.

                                        RODRIGUEZ
                    Want me to flip a coin?

WESKER is annoyed by the remark. Decisively, he selects one
of the doors and uses his green key card. With a BZZZZ, the
lock releases. The troop enters...

INT   SYSTEMS CENTER   TIMELESS

...a vast ROOM, fifty-by-fifty yards. It's filled with
HEATERS, AIR CONDITIONERS, WATER PUMPS. MAIN FRAMES for
the internal computer network line one wall, FUSE BOXES
and SWITCHER PANELS another. This is the systems center
for the entire facility.

There's an attendant's desk just inside the door. AIKEN
and SULLIVAN drag it over to prop the door open. It makes



Pg-54

a frightening SOUND as it scrapes the floor, echoing,
bouncing around in the large space. It prompts a response...
another of those animal-like SNARLS from somewhere in the
distance.

                                        SULLIVAN
                    What's that sound like to you?

                                        AlKEN
                    A meat-eater.

There are thick columns, floor to ceiling, every ten feet.
The spaces between them are very dark. It's hard to see.
WESKER and some of the OTHERS click on their FLASHLIGHTS .
Beams cut through dust.

There are ELECTRONIC HUMS.. CLICKS and CHATTERS emit from
the switchers, PINGS from the heaters, all combining to fray
everyone's nerves. Light beams dance nervously as the
commandos start out across the dark and frightening space.

                                        CHRIS
                    (Softly to Jill) This is the heart
                    of the whole place. They've got to
                    have it... protected somehow.

Two things happen, almost at once. First.. .CHRIS notices
ELECTRIC EYES... on all of the columns.

                                        CHRIS (cont.)
                    DUCK! HIT THE DECK!

Second. A ZOMBIE lurches around a corner and BITES a chunk
out of MARINI'S face. JILL whirls around to shoot at the
zombie, but Chris grabs her and FLATTENS her on the floor.

Marini, staggering, screaming in pain, triggers the first
electric eye. LASER BEAMS shoot in all directions, forming
a tight NET. Chris and Jill are barely beneath them.
Many of the other troopers are hit by the beams... which do
no immediate harm... but wherever they make contact, small
CYLINDERS above the electric eyes begin to HISS.

                                        CHRIS (cont.)
                    FOR CHRISSAKE, GET DOWN!

The commandos duck under the laser beams... just in time.
Jets of STEAM spout from the cylinders. It's not just hot
steam. It's ACIDIC, deadly.

Marini is hit by it. His clothes IGNITE. His flesh BOILS.
It's a horrible sight, but for the moment, the jets stop.



Pg-55

Marini is dead on his feet. When he falls, he trips another
of the laser beams. The steam jets SPOUT again. The troop
is beneath them, though many are burned by liquid drops that
spit from the nozzles.
Amazingly, the zombie has avoided contact. But as it begins
to stumble after commandos, we realize it's going to activate
the sensors again.

                                        SULLIVAN
                    There's no way outta this mousetrap!

                                        RODRIGUEZ
                    So we live here now?

                                        SPEYER
                    We gotta run for it.

The zombie hits one of the laser beams. The steam HISSES
out again. The zombie is MELTED.

                                        AIKEN
                    Bad idea, Speyer.

                                        CHRIS
                    Down. Through these.

Chris has noticed a series of hinged panels in the floor.

                                        VICKERS
                    Where do they go?

                                        SULLIVAN
                    Does it matter?

Sullivan whips out a Swiss Army knife and goes to work on
the screws that hold down one of the panels. Other troopers
do the same.

Another ZOMBIE lurches out of the darkness. And ANOTHER.

Human hands work furiously, loosening screws. Panels come
up, Troopers begin to duck through the openings.

A second zombie hits a red beam. STEAM again. Chris and
Jill are spattered. Burned. But Jill bravely keeps working
with her own issued knife. She gets a panel open. As she
drops through, a third zombie triggers a burst of steam.
Chris ducks and covers.

When the jets stop, Chris begins to climb into the opening,
but one of his legs is GRABBED from behind by...

...one of the dead things which has already been MELTED!




Pg-56

Its flesh is bubbling. Bone is beginning to show. But
the acid hasn't reached its brain yet. The creature is
still alive.

Chris CRIES out. Acid from the zombie's hands is burning
his leg. The thing's lips have been eaten away, making its
teeth look frighteningly skeletal as it leans forward for a
bite of flesh. Chris jams the stock of his Winchester into
the zombie's mouth. He's able to hold the thing's head back,
but he's stuck. He can't let go.

Jill pops up out of the floor. She presses the barrel of her
own weapon into the zombie's forehead.

                                        JILL
                    On three...

                                        CHRIS
                    One... two...

Chris pulls his rifle away. At the same instant, Jill FIRES.
The zombie is PROPELLED through the air. One of its flailing
arms triggers another laser beam. Chris throws himself in on
top of Jill as STEAM HISSES over them.

Twenty yards away, Wesker crawls under the cloud of acid.
Just as he climbs down through one of the openings, he feels
pressure...on his ear.

A groping zombie has accidentally hooked its fingers onto the
wire that runs from the detonator to Wesker's ear-piece.
For a breathless moment, it seems like the sensor will be
popped loose. Holding the pulse-reader in place, Wesker
twists his body, lifts his hand gun, and PUMPS THREE into
the dead thing's brain.

The zombie flops over, but its fingers cling, entangled, in
the wire. Wesker plants his pistol barrel on the knuckles
of the thing's dead hand. THREE MORE SHOTS cut through bone,
removing the fingers from the hand. The wire is freed.
Wesker dives into the opening in the floor.


INT   AIR DUCT   TIMELESS

The COMMANDOS find themselves in an AIR DUCT. No room to
stand. Hardly room to sit.

Chris looks at his rifle stock. It's corroded from the acid
in the zombie's mouth. Jill notices.

                                        JILL
                    God...and it doesn't even stop them...



Pg-57

                                        CHRIS
                    It's not meant to stop them. It's
                    meant to stop...something else.

That distant SNARLING SOUND comes again, making Jill shiver.
The troop is strung out along the metal shaft. REBECCA
crawls among them, treating the worst burns. WESKER checks
his maps. SPEYER confronts him again.

                                        SPEYER
                    We damn near got turned into Rice
                    Krispies by that gizmo of yours.
                    If you don't want me to nail that
                    fuckin' thing into your ear, you
                    deactivate it. Right now.

                                        WESKER
                    I can't. They.. .fixed it... so you
                    can't chicken out. The system can
                    only be turned off at the main panel.

                                        BARRY
                    Where the hell is that?

                                        WESKER
                    Where the explosives are. Down...
                    farther than we need to go. We only
                    have to make it down one more level.
                    If... when... we make it back up to
                    the choppers... we can fly out of
                    the detonator's signal range.

Chris calls out from the far end of the shaft
 
                                        CHRIS
                    I'm not willing to rely on that.
                    I live here, this is my town!

                                        WESKER
                    The town's been evacuated. Just...
                    just in case.

                                        CHRIS
                    That explains the lie. About the
                    plane crash. An airplane down...
                    with weapons on board... would nicely
                    explain a big explosion, wouldn't it?
                    You figured all along you might have
                    to blow this place!

                                        WESKER
                    I don't want to do it. I... I hope
                    I don't have to.


Pg-58

Chris looks down the dim air-shaft, unable to see Wesker's
eyes, hidden by distance.. .and by his dark glasses.

                                        WESKER (cont.)
                    That's the best I can do for you,
                    kid. Good faith. Now... let's
                    knock on it.

Wesker moves out. The troop follows.

                                        CHRIS
                    I...I can't let this happen. I've
                    got to find that bomb.

                                        JILL
                    I'll help. Once Wesker gets what
                    he wants, my obligation is over.

Chris looks at her with appreciative eyes .

                                        CHRIS
                    No. I want you out. With the
                    rest of them. Wesker won't push
                    the button until you're clear.

                                        JILL
                    He doesn't want to push the button.

                                        CHRIS
                    He has to. Don't you see? He can't
                    leave these labs here. And, Jesus...
                    walking corpses! He's gotta get rid
                    of the evidence.

INT   AIR SHAFT   TIMELESS

The light is dim at its best. Long stretches of the shaft
are pitch black, and there's a constant stream of air that
MOANS eerily. This whole mission has been like a descent
into Hell, darker and more frightening with each level down.

There are turn-offs, "T"s and "Y"s. At one point, when JILL
looks back, she finds ROSIE behind her. Chris is gone. Did
he leave to deal with the bomb?

No, but he's about to. He's at the rear of the pack, pressed
against the side-wall, waving others past.

                                        JILL
                    Chris, no!

                                        CHRIS
                    I've got to try and stop this.



Pg-59

Jill starts back toward Chris, but freezes.. .everyone freezes
when... the duct-work starts to PING.

                                        RODRIGUEZ
                    Shit. One thing after another.

BOOM! The air shaft is ROCKED, as if punched by a giant
fist. Then...the whole structure begins to SHIMMY. What
is it, an earthquake?

                                        WESKER
                    Sit tight. Ride it out.

GRONK! A sheet-metal panel BUCKLES! Others do the same.
All along the shaft, panels begin to FOLD INWARD. Something
outside is CRUSHING the duct as if it were a giant tube of
toothpaste. And the troopers are being SQUEEZED inside.

RIVETS POP! The panels begin to SEPARATE...and large,
pulsing bits of FLESH appear! Not animal flesh. But the
flesh of A PLANT! The things that press in through the
openings are larger versions of the vines we saw in the
kitchen. Those were its fingertips. These are its ARMS.
Strong arms that are RIPPING the ductwork apart.

Chris, Rebecca, Aiken and Sullivan end up in one part of the
shaft. The rest in another... including Jill, who calls out.

                                        JILL
                    CHRIS!

The section that holds Chris' group FALLS AWAY... with a
monstrous, CRUNCHING sound.

INT   ARBORETUM   TIMELESS

CHRIS' GROUP spills out of the dangling metal, with cables
from the torn ceiling...TZZZZZT...SPARKING around them.
The troopers drop out of Hell, into...PARADISE.

An enormous HOT HOUSE, a lush, indoor JUNGLE of PLANTS,
IVIES, GRASSES. It's like a RAIN FOREST, complete with
a thick, damp MIST that makes it difficult to see. We might
be on another planet. None of the foliage seems indigenous
to Earth. There are LEAVES the size of bed sheets, FLOWERS ,
the size of armchairs. And at the center of it all, is the
mother of the deadly vines...

...PLANT 42, a monstrous schefflera, twenty times normal
size. Most of its limbs reach upward, where they have opened
CRACKS in the ceiling and walls, to stretch on into the
facility above. There are also dozens of shorter, beefier
"arms", each of which act independently, like tentacles on
an octopus... and each has a large, drooling POD at its tip.


Pg-60

INT   RUNWAY   TIMELESS

BURSTS OF GUNFIRE from three M-16s shatter our ears... and
a ceiling VENT. WESKER and THE OTHERS jump down into...

...a very unusual CORRIDOR. It seems to stretch forever, in
both directions. It has no doors, no visible means of exit
or entry. The walls are made-up of multi-colored polymer
TILES, whose irregular shapes fit together like a JIGSAW
PUZZLE. The floor is HEAVY STEEL, though faceted. It seem
designed to shift. The whole corridor looks like it might be
able to bend, to change position, like an airport jet way.

There are disconcerting signs of damage...claw-like GOUGES on
the tiles, clean cut HOLES punched through the metal ceiling,
larger in diameter than any that might have been caused by
bullets.

And there are smears of BLOOD everywhere, as if some terrible
battle... or battles...took place here.

                                        WESKER
                    This way. (He starts off.)

                                        JILL
                    No. That way.  Chris and the others...

                                        WESKER
                    If they're dead, they're dead. If
                    they're alive, they'll still be alive
                    in twenty minutes. When we get back.

                                        JILL
                    Maybe not. And how do we know it's
                    only going to be twenty minutes?
                    How do we know we'll be able to come
                    back this way?

                                        WESKER
                    We don't. But we'll do our damndest
                    to try. This is it, guys. The home
                    stretch. Let's go.

Wesker trots off. Vickers and Rodriguez follow. Speyer and
Barry hang back... with Jill, who remains torn.

                                        WESKER (cont.)
                    (Looking back) Valentine. You're
                    on the clock! Fall in!

Jill wrestles with her emotions but, in the end, dutifully,
she "falls in".

As the troopers move off, we hear odd SCRATCHING SOUNDS...
with the high-pitched SQUEAL of metal-on-metal.


Pg-61


INT   ARBORETUM  TIMELESS

The beefy "ARMS" of PLANT 42 undulate overhead as CHRIS and
his COMPANIONS look for an exit.

                                        REBECCA
                    Th-this thing was no accident.
                    It was cultivated!

                                        CHRIS
                    And it didn't rip out the ceiling
                    for the fun of it. Stay alert.

The plant seems to behave intelligently, with caution. The
pods on its "arms" dart, almost as if sniffing... then pull
back...like the vines in the kitchen, like timid animals.

Chris spots A DOORWAY.

                                        CHRIS (cont.)
                    Here.

As the others follow him, one of the pods swoops down in
front of REBECCA, and doesn't withdraw. It hovers there.
Its follicle's open like jaws, which display serrated daggers
of cartilage that look like teeth. Inside, a pulsing calyx
emits a pistil that twitches and swells.

                                        AIKEN
                    My mother made me eat vegetables.
                    I know 'em all. This ain't one
                    of 'em.

                                        SULLIVAN
                    Aiken...


ANOTHER POD swoops down on Sullivan's back. Its BEAK clamps
onto the flesh between his shoulder blades. It's PISTIL
shoots out like a hypodermic needle, stabs him and, within
the blink of an eye, SUCKS out every ounce of the man's
blood. His skin turns the color of PARCHMENT, FLAKING OFF
HIM like powder, as he dies.

                                        AIKEN
                    Sullivan! JESUS, SULLIVAN!

Aiken rushes to his buddy's side.

                                        CHRIS
                    Get out of the away!

Chris launches himself off a stone retaining wall around one
of the gardens. Leaping up, he grabs one of the SPARKING
CONDUITS and pulls it down.


Pg-62

                                        CHRIS (cont.)
                    Get OUTA THERE, AIKEN!

Chris ends up having to shoulder Aiken out of the way.
Tendrils from the plant very nearly get both of them, but
Chris manages to JAM the semi-rigid conduit into a pool of
sprinkler-fed WATER around the plant's roots.

A BRIGHT CURRENT stutters through every vine. The plant
SHRIEKS, hideously, as electricity causes fluids to SQUIRT
from boils that develop on its flesh, down along its "arms",
and into its blood-sucking pods...which FLOP, lifeless, to
the floor, with the same sort of liquid SMACKS that human
skulls might make.

                                        AIKEN
                    They.. .they killed Sullivan. The
                    bastards... whoever did this shit...
                    they KILLED SULLIVAN!

Enraged, Aiken draws a long-bladed KNIFE and wildly attacks
the remains of Plant 42, slashing at the thing's dead limbs,
not stopping until he cuts into...

...something that looks like a vine...but BLEEDS RED!
Aiken traces the thing with his eyes, up to where it's
coiled in high tree branches. It's the oversized body...
...of A COPPERHEAD, with a belly SIX FEET in diameter.
As Aiken gasps, spellbound, he's STUCK from behind.

The snake is so long, its body is draped on one side of the
greenhouse, but its head is on the other. With the power
of a dozer-shovel..JAWS like the open hood of a Cadillac...
TEETH the size of windows...CLAMP onto Aiken's mid-section,
instantly CRUSHING his ribs.

Chris finds a skein of ROPE. He throws the long end over a
ceiling beam, then instantly makes a LASSO out of the piece
in _is hand and tosses the loop at the snake's head .

Aiken's body, in the serpent's jaws, makes the rope miss.
Chris throws again. In the seconds between tosses, the snake
has SLURPED Aiken into its mouth. The rope encircles the
beast's head. Chris pulls. The noose slips down over the
snake's maxillaries and tightens around its neck. Chris uses
all his strength. With the ceiling beam as a pulley, the
snake's head is SLAMMED against the rafters.

                                        CHRIS
                    (To Rebecca) Hold this.

Rebecca is, understandably, not quick to respond.



Pg-63

                                        CHRIS (cont.)
                    GET IN HERE, SOLDIER!

In this crisis, Chris finds himself sounding a lot like
Wesker. It sobers him. It sobers Rebecca, as well. She
rushes in and takes hold of the rope.

Moving fast, Chris rushes to where Aiken's knife dropped
on the floor. He grabs it, turns back, and sees...

...something MOVING inside the snake's beaded torso. It's
Aiken... still alive.

Chris charges, PLUNGES the knife into the beast, hacking
through layers of fat until he reaches a bloody CAVITY.

Aiken is curled within, like Jonah in the Whale. His chest
has been crushed to half its normal size. Acids from the
monster's intestine have begun to eat through flesh on his hands,
his face, but he's still conscious, able to wheeze-out words.

                                        AIKEN
                    K-kill me. S-Sullvan said...I'd
                    be.. .better off dead. That...ain't
                    never been truer than now. Kill me!

The snake uses all its strength to lower its head from the
ceiling. Rebecca hangs bravely onto the rope, but she's
LIFTED, bodily, off the floor.

The rope SNAPS, cut by the steel beam. Rebecca falls. The
trailing edge of the noose catches on twisted debris. It
delays the snake for two seconds.

Those fragile seconds give Chris just enough time to reach
into the open belly of the monster...and pull the PINS on
TWO GRENADES that dangle from Aiken's vest.

The giant copperhead SNAPS at Chris from behind, missing him
by inches. He dives, like a wide-receiver reaching for a
pass. What he catches is...

...Rebecca's arm. His momentum carries her down to the
floor. They roll behind another STONE WALL that contains
tons of earth, which protects them from...

...BOO-BOOOOOM!... the explosions of the grenades... which blow
Aiken... and yards of the snake's mid-section...into eternity.


INT   CONFERENCE ROOM   TIMELESS

The same nervous HANDS that we saw in the opening fidget on
the polished surface of the conference table. A distorted
VOICE scratches over a speaker-phone.



Pg-64
                                        VOICE ON THE PHONE (o.s. filter)
                    We're close. I think I'll be able
                    to get the package. It's been...
                    very interesting.

                                        VOICE IN THE ROOM
                    Anything you can't handle?

                                        VOICE ON THE PHONE (o.s. filter)
                    (Chuckling) There's nothing I
                    can't handle.

A hand with an ostentatious RING flicks cigar ash.

                                        HOLDEN
                    Keep us appraised.

Holden's hand clicks off the speaker-phone.

                                        HOLDEN (cont.)
                    (To the others in the room) I'm
                    reassured, gentlemen...that every-
                    thing is...under control.

INT   RUNWAY   TIMELESS

WESKER, alone in the strange, faceted corridor, packs away
his radio. He hears... FOOTSTEPS. JILL appears.

                                        WESKER
                    Where are the others?

                                        JILL
                    Right behind me. Were you...
                    talking to someone?

                                        WESKER
                    To Washington. To my... superiors.
                    They're your superiors too, Valentine.
                    Don't forget that.

Jill wonders. Should she challenge Wesker? She has no time
to think. More FOOTSTEPS come CLACKING at her back. It's
RODRIGUEZ and SPEYER. A moment later, BARRY and VICKERS
appear from the opposite direction.

                                        BARRY
                    Nothin'. man. No doors. Nothin'.
                    We hit a dead end.

                                        SPEYER
                    Us too. Cement wall.

                                        VICKERS
                    We're never gonna get to that lab.


Pg-65

TCHUNG TCHUNG TCHUNG... a sound like a rivet gun resounds
in the corridor, repetitive, but random, not rhythmic.


INT   ELECTRIC TUNNEL   TIMELESS

CHRIS and REBECCA are crawling through a two-foot high
feeder-passage for electric cables, their bellies scraping
the floor, their backs the ceiling. They hear the sound...

...TCHUNG TCHUNG TCHUNG! Then suddenly...it stops.

                                        REBECCA
                    (Crying quietly) I... can't take
                    this any more.

                                        CHRIS
                    We take what comes. That's the
                    secret of our genius.

He looks back. Rebecca sniffles.


                                        CHRIS (cont.)
                    How old are you?

                                        REBECCA
                    Not very old at all. Not nearly
                    old enough to...to...

                                        CHRIS
                    None of us is old enough for that.

Rebecca nods, forcing a smile meant to be appreciative.

                                        REBECCA
                    Jill... told me... you were nice .

                                        CHRIS
                    She did? She never told me.

That sound returns... TCHUNG TCHUNG TCHUNG...getting louder.


INT   RUNWAY   TIMELESS

Down in the corridor, the other TROOPERS see...
...faintly in the dusty reaches of the dark... AGILE SHAPES
advancing... not along the floor, but along the CEILING!
They look like apes, swinging from... What could they be
swinging from? The ceiling is solid metal.

CLOSE ON: A MONSTROUS HAND, both hairy, and scaly. It's
fingers have ten-inch claws.. .more like horns... which PUNCH
upward, penetrating the ceiling metal, and clamping on.



Pg-66

THE SHOT WIDENS to reveal A BEAST, unlike any we've seen,
dangling from the ceiling. It is ape-like... and lizard-
like. With ferocious eyes that glare from beneath an insect-
like carapace. This thing is an amalgam of all the nasty
creatures that have pursued us in our nightmares. It's
called... A HUNTER.

There are SIX OF THEM... as far as we can see, there might be
more coming from behind. Their three-toed feet also have
claws that can pierce the ceiling, enabling them to move
forward... hand over foot, foot over hand.

One of them lets out a GRRROWLLLL! The same sound we've
been hearing through the walls. Now it echos in the
corridor, up close and personal. The troopers open fire,
even before the creatures get in range.


INT   ELECTRIC TUNNEL   TIMELESS

CHRIS and REBECCA hear the gunfire.

                                        CHRIS
                    Hurry.

Chris crawls on. Rebecca is stopped when... TCHUNNNNGGG !
One of the HUNTERS' CLAWS PUNCHES up through the floor ,
almost stabbing her. Rebecca SCREAMS. In the tight space,
Chris is barely able to reach back and take her hand.

TCHUNNNNGG! TGG! More CLAWS penetrate the metal.
The couple plunge ahead of them, the way Chris plunged
ahead of the bullets on Level "A".

INT   RUNWAY   TIMELESS

WESKER, JILL and the OTHERS spit lead at the advancing
creatures. Bullets THUNK into their bodies. Blood flows,
but the creatures seem to feel no pain. Even when they're
hit squarely in their skulls.

                                        BARRY
                    Head shots. Ain't doin' nothin'!

                                        WESKER
                    That was the idea.

                                        BARRY
                    What idea?

                                        WESKER
                    To win. The idea was... to win.


Pg-67

Jill aims at one of the hunters, pressing the trigger of
her M-16, and not letting go until her clip runs out.
The creature's head is turned RAGGED by the barrage...
revealing an iron SUPERSTRUCTURE beneath the skin.

                                        VOICE (o.s.)
                    Now that... is a metal-head.

Jill looks up. CHRIS jumps out of the open grate in the
ceiling. REBECCA jumps down after him.

                                        CHRIS (cont.)
                    What d'ya think? Should I wait
                    for orders, or just wing it?

                                        JILL
                    Wing it!

                                        CHRIS
                    You know...that just might be
                    the ticket. Wing the fuckers.

Chris takes a careful SHOT with-his Winchester. He hits one
of the Hunters squarely on its WRIST...which SNAPS. The
creature drops to the floor.

                                        CHRIS (cont.)
                    Forget the head shots. They're
                    useless. Shoot for the joints.
                    The JOINTS!

Rebecca opens FIRE with Aiken's M-16, giving the others time
to reload. Barry is the first to resume firing...at the
closest of the Hunters... at its wrists, which are SNAPPED
by the bullets. The creature drops to the floor.

The troopers fire at KNEES, ANKLES, ELBOWS, which seem to
be the weakest spots. More of the hunters drop from the
ceiling...but they continue to advance, crawling, pushing
themselves forward with whatever limbs remain intact.

                                        SPEYER
                    Run! We slowed 'em down. Run!

                                        BARRY
                    Where? As far as we'll get, either
                    way, is a cement wall.

There are two hunters left on the ceiling. One of them makes
a mighty, impossible LUNGE... and hits Speyer like a battering
ram, slashing his CHEST OPEN with its claws.

Two of the hunters on the floor rush forward, not attacking,
but wanting to feed on Speyer's remains.


Pg-68

Brad, trembling, completely crazed, drops his weapon and
backs away. He sees...one of those jigsaw tiles, a RED
one, GLOW from within. He thinks he's hallucinating until...

...the floor JERKS, in a tight spasm. Its steel facets
begin to separate, sliding away from each other. The
troopers narrowly escape as.. .

...the floor behind them GRINDS, in and out, left and right,
as if it were CHEWING. Speyer's body, and those of the
hunters on the floor, are EATEN by the powerful steel blades.
But one hunter remains above it all. TCHUNG TCHUNG TCHUNG,
it continues to advance along the ceiling.

An invisible, JIGSAWED DOOR glides open twenty yards down
the hall. The troopers run for it, and are met by a
beautiful Asian scientist... the woman we saw on the video
playback... ADA WONG.

                                        ADA
                    You lost a man. If I had only
                    been faster. I was unfamiliar
                    with the mechanism.

TCHUNG TCHUNG... the Hunter approaches .

                                        ADA (cont.)
                    God. One of them... is still ..
                    Quickly. Inside. Quickly!

The troopers rush into...


INT   CUBICLE   TIMELESS

...a security cubicle. CHRIS is the last to enter, barely
making it before the door begins to slide shut.
KA-TCHUNK! CLAWS penetrate the opening.

                                        ADA
                    Don't worry, it's mindless. It
                    doesn't realize that it's strong
                    enough to push the door open.

                                        BARRY (cont.)
                    Sometimes the dumb get lucky.

                                        RODRIGUEZ
                    Hasn't happened to me, yet.

The Hunter GROWLS. Its snout darkens the space between door
and wall. Mucous from its nostrils spits through.



Pg-69
After a terrifying moment, the claw recedes. The dark
snout disappears. The snorting fades away. Followed by
a distant...TCHUNG TCHUNG TCHUNG...as the hunter departs.
Everyone relaxes, visibly.

The troopers turn and, for the first time, notice two haggard
SCIENTISTS standing across the room.

                                        ADA
                    My... colleagues. Benjamin. Toshiro.
                    As far as we know, we are the...only
                    ones.. .left alive. We worked on "C"
                    level. One of the biologists saved us.
                    Brought us down here. He knew that...
                    he didn't have long to live. He...
                    started the mechanism... out there,
                    in the corridor.. .and he let it...
                    take him.

Ada stares at a complicated control panel.

                                        ADA (cont.)
                    I only saw it used that one time.
                    Or perhaps...I could have been
                    faster. The man...you lost...

                                        RODRIGUEZ
                    You did fine, lady. We're obliged.

                                        ADA
                    As are we. (Sighing) We believed...
                    we would die here. Believed...the
                    bomb would destroy us.
 
                                         JILL
                    You knew.. .about the bomb?

                                        ADA
                    The end for a place like this, when
                    it fails... must be a bomb, yes?

Jill looks at Chris. His point has been proven.

                                        ADA (cont.)
                    But now... that you are here... the
                    bomb will not come.

                                        CHRIS
                    It... already came. ma'am. We
                    brought it. The colonel, here...
                    he's wearing it.

Ada looks at the detonator on Wesker's belt, at the sequence
of blinking lights.


70

                                        ADA
                    (To Wesker) Is it true? Are you
                    here to... rescue? Or destroy?

                                        WESKER
                    Both. (With that odd smile of his)
                    If I have to pick only one... I'll
                    pick destroy.

                                        ADA
                    You're not S.T.A.R.S. You're Umbrella.

                                        WESKER
                    Once again. Both. (Still smiling)
                    Two salaries. Three if you count
                    combat pay.

Ada looks at him with disgust.

                                        ADA
                    The man I loved, John Marcus...
                    developed the organism that caused
                    all this. He... he did it for
                    humanitarian purposes. It was
                    taken away from him...for in-human
                    purposes...by men like you!

                                        WESKER
                    No, ma'am. Men like me... are just
                    errand boys. Sent in to do the
                    wet-work. All of the glory. None
                    of the benefits.

                                        ADA
                    After what you've seen down here,
                    do you think any of it could be
                    turned into... benefit?

                                        WESKER
                    Yes. I think it could be turned
                    into five or ten million dollars.
                    How do we get into "D" lab?

                                        ADA
                    Death lab. (She slumps) John
                    was killed...never even knowing it
                    existed. They kept him... isolated,
                    upstairs, while a separate team was
                    down here...corrupting his research.
                    Using it to build B.O.W.s.

                                        CHRIS
                    B.O.W.s?


Pg-71

                                        ADA
                    Bio-organic weapons.

                                        REBECCA
                    The sharks. The plant.

                                        ADA
                    Early experiments.

                                        CHRIS
                    The snake.

                                        ADA
                    A failure. Its behavior remained
                    reptilian. All they could ever get
                    it to do was... grow in size.

                                        RODRIGUEZ
                    Those dogs. They were weapons.

                                        ADA
                    No. They... simply became infected.
                    As did... everyone else. Janitors.
                    The cook. Electricians. Guards.
                    People who believed they were serving
                    their flag. Scientists. Great minds...
                    turned into mindless.. .ghouls!

                                        CHRIS
                    Before the outbreak, the experiments
                    went further, didn't they? Those...
                    ceiling-crawlers out there.. .

                                        ADA
                    The product of human DNA spliced
                    with the DNA of vicious carnivores...
                    animals, even insects. Plated with
                    armor, beneath newly cultivated skin.
                    Then... injected with poison, so their
                    biological components would die.

                                        JILL
                    Die.

                                        ADA
                    The "T"-virus reactivates them in a
                    matter of minutes, but... in battle,
                    lost minutes are... inconvenient. So,
                    the B.O.W.s had to die... and be allowed
                    to revive before they could be used to...
                    full advantage. They were murdered...
                    by their own people... so they could
                    never be murdered again... by the enemy.


Pg-72


                                        CHRIS
                    Were any more of these...weapons...
                    developed?

Ada is about to answer, but Wesker interrupts.

                                        WESKER
                    HOW DO WE GET INTO "D" LAB?

                                        ADA
                    You don't.

Ada glances at an innocuous wall panel. Wesker notices a
key-slot. Green.

                                        ADA (cont.)
                    It can't be opened. Thank God.
                    None of us is cleared for that
                    level of security.

                                        WESKER
                    How fortunate... that I am.

Wesker steps over to the wall and inserts his green card into
the slot. The panel slides open. Beyond it is a steel door
with another green slot. Wesker uses his card again. A lock
CLICKS. Wesker pushes the door open.

                                        WESKER (cont.)
                    Barry. Come with me. The rest of
                    you.. .make sure this door doesn't
                    close. Remember...

Wesker taps his ear-piece. Everyone gets his meaning. He
and Barry disappear through the opening. The steel door
begins to close. Rodriguez lunges, and catches it.

                                        ADA
                    Have...you been leaving doors open?

                                        JILL
                    Yes.

                                        ADA
                    This place is going to be overrun by...

                                        REBECCA
                    Brad's in really bad shape.

Brad is leaning against a wall, sweating, shivering. Rebecca
looks at his wounded leg.

                                        REBECCA (cont.)
                    That's not just a scrape. You
                    were bitten, weren't you?



Pg-73

                                        VICKERS
                    One...of the sharks. Its teeth.
                    I Just...brushed up against its
                    teeth...after it was dead.

                                        ADA
                    (Alert) Shoot him. Somebody,
                    shoot him!

                                        JILL
                    No! We're so close. The antidote.


INT   STAIRWELL   TIMELESS

WESKER and BARRY trot down a flight of metal stairs.

                                        BARRY
                    What's got into you man? This...
                    this isn't like you.

                                        WESKER
                    Oh, yes, this is exactly like me.

Until now, Wesker has been steadfast. He suddenly seems
nervous, anxious. Some of it is fear. Most of it is
anticipation of the goal which is suddenly within reach.

                                        WESKER (cont.)
                    This is...what I've been all my life.
                    A guy... suckin' up to the honchos.
                    Wipin' the shit off their asses...
                    all the while lookin' for a break.
                    A way to get some of my own! Well
                    this it, friend. I'm myself,
                    alright. And I know exactly what
                    I'm doing. I told you...before this
                    day was over... I'd pay you back.

INT   CUBICLE   TIMELESS

CHRIS and JILL step past RODRIGUEZ. They take off down the
stairs.

As they leave, ADA opens a desk drawer and pulls out a .45.

                                        RODRIGUEZ
                    (Looking at the gun) You know
                    how to use that thing, chica?

                                        ADA
                    Of course I do. I'm a scientist.

Pg-74

Ada CLICKS back the bolt, whips up the .45, and aims it at
BRAD'S head. REBECCA dives in front of the man.

                                        REBECCA
                    No! You can't! Not while there's
                    still a chance to save him!


INT   SAFETY CHAMBER   "D" LAB   TIMELESS

WESKER and BARRY arrive at a set of PLEXIGLASS DOORS. They
can't see through them, they're FOGGED. Wesker finds a key
slot, inserts his access card, and...

...WHOOSH... the doors open. A CLOUD OF HYPER-COLD MIST
rushes out, instantly coating the men in FROST. Wesker
doesn't feel the cold. He doesn't feel anything, except
a surge of triumph. He steps through the opening into...


INT "D" LAB TIMELESS

...a laboratory that looks like-the cockpit of a Concorde...
only a hundred times larger.. Nothing is, recognizable, except
desks that hold futuristic-Ibokin computers. A befuddling
array of BUTTONS, SWITCHES, stuttering LIGHTS, covers every
inch of wall space.

And at the center of it all stands a tall, cylindrical TANK,
a stasis tube, filled with ICE. It's mounted on a six-foot
tall platform, like an altar, with cables and flexible tubes
running out of it. Wesker squints, and through the freeze,
sees the thing that stands sedated within the cylinder...

...THE TYRANT. It's nine feet tall. Like the hunters, it
has more or less human form, though it's musculature is more
defined than Superman's. One of its arms is scaled to size,
but the other is much longer. Its hand dangles at knee-
level. Monstrous steel CLAWS depend from its fingers,
nearly touching the floor.

                                        WESKER
                    (In awe) It's called... the Tyrant.
                    Nobody knows it exists. Except us...
                    and Holden.

                                        BARRY
                    Holden?

                                        WESKER
                    Umbrella's man in D.C. We need him.
                    He signs the checks. (Excited) We've
                    got it, Barry! Our fortune!


Pg-75

                                        BARRY
                    You're not gonna try to get this
                    big mother outta here ?

                                        WESKER
                    Don't have to. All we need is the
                    data. Then.. .these things can be
                    cranked out on an assembly line!

Laying down his automatic, WESKER hits computer keys until
a DISK pops out of a master-feed.

                                        WESKER (cont.)
                    YES! This is it!

                                        BARRY
                    What about the antidote?

                                        WESKER
                    Antidote? (Laughing) There is no
                    antidote. That was just happy horse
                    shit, to keep the team going.

Neither man notices... that the removal of the master disk has
caused certain systems to fail... indicated by red lights, and
by the fact that... the walls of the Tyrant's cylinder are
beginning to run liquid sweat. The ice... is MELTING.

                                        BARRY
                    You're gonna give this to Umbrella?

                                        WESKER
                    No. I'm gonna sell it to them. Then
                    I'm gonna open a Swiss bank account...
                    right next to yours.

                                        JILL (o.s.)
                    God...damn!

JILL has appeared in the doorway with CHRIS. They both
at the monster with awe...and terror.

                                        JILL (cont.)
                    That thing... can't be real!

                                        WESKER
                    It's real, alright. And it's worth...
                    more than gold. More than uranium!

                                        RODRIGUEZ
                    Do we get a piece of that action?

ROSIE has arrived. So have REBECCA, ADA, and the two
surviving SCIENTISTS.

Pg-76

                                        WESKER
                    All of you do. Anyone who comes out
                    of this alive... gets a taste.

                                        RODRIGUEZ (o.s.)
                    I'm in. I been eatin' shit all my
                    life. I'm happy to eat some more...
                    as long as it's got some gravy on it.

Rosie steps into the lab, her weapon ready.

                                        WESKER
                    Anybody else see it my way?

One of the scientists, TOSHIRO, rushes to join.

                                        ADA
                    (To Toshiro) You disgrace yourself!

                                        TOSHIRO
                    I...I want to live.

                                        WESKER
                    Smart. Anyone else? Valentine?

Jill looks at Chris. Then she steps through the doorway and
takes a defensive post beside her c.o.

                                        CHRIS
                    And I was gonna try to disarm the
                    bomb. This place should be destroyed!
                    It needs to be destroyed!

Chris lifts his rifle. Wesker is faster with his pistol,
aiming it at Chris' belly.

                                        WESKER
                    Gotcha, son. It's only because
                    of Valentine, here, that I didn't
                    squeeze the trigger.

Chris and Jill exchange dagger eyes.

                                        CHRIS
                    If she's on your side... she doesn't
                    mean shit to me. And I don't mean
                    shit to her.

                                        JILL
                    Chris, please. There's only... one
                    way to go, here .

                                        WESKER
                    That's right. My way!


Pg-77


                                        JILL
                    Yes, sir. Your way!

Jill presses in close to Wesker, as if completely allied.

                                        JILL (cont.)
                    I...can't yell you, Chris...how much
                    I wanted...things to have turned out
                    differently. (Beat) Goodbye.

Swiftly, unexpectedly, Jill snatches the detonator wire and
pulls the sensor out of Wesker's ear.

Everyone shuts their eyes, expecting to be blown sky-high.

Nothing happens.

Jill pulls the detonator off Wesker's belt. She stares
small LED screen which reads... 14:42:16... 15... 14...

                                        JILL (cont.)
                    Shit. I got all my courage up...
                    and we still have fifteen minutes!

Jill tosses the detonator to Chris. Wesker turns on her,
lifting his M-16...

                                        BARRY
                    You shoot. I shoot, boss.

Wesker turns to find Barry's weapon aiming at his belly.

                                        BARRY (cont.)
                    Shit.. here I am still callin'
                    you 'boss'.

Wesker is holding the data-disk. Suddenly, he feels it
snatched away...by Ada, who has rushed into the room.

He aims his weapon at her back as she darts away. Before
he can fire, he's KICKED in the head... by Jill. Buckling,
dazed, he looks up at her.

                                        JILL
                    We believed in you. I believed
                    in you. Boy, was I a sucker.

She kicks him again, just for the hell of it. He flops on
the floor, his eye-socket swollen. He's dropped his gun.

He gropes for it. Barry steps in and boots it away.

A KLAXON SOUNDS! Emergency!

The ice in the Tyrant's tank has melted down to a critical
level. The monster... is beginning to MOVE.


Pg-78

Reaching the doorway, Ada hears a mechanism TRIP in the jamb.
The Plexiglas doors begin to slide shut. Ada strains to
hold them back.

                                        ADA
                    Get out! Now! Or you never will!

                                        RODRIGUEZ
                    So... we'll live here! (Glancing at
                    the Tyrant) No. The landlord looks
                    like a sonuvabitch.

Rosie rushes in to help Ada hold the doors. So does
BENJAMIN, the second of the surviving scientists, who is...
...MAULED from behind by a ZOMBIE. It's not just any zombie.
It's BRAD VICKERS, back from death, who BITES out the artery
in Benjamin's neck.

                                        ADA
                    I TOLD YOU... TO SHOOT HIM!

Ada lifts her .45 and blows Vickers way. She looks down
at Benjamin, writhing on the floor, aims at his head... and
FIRES again.

Rodriguez is the only one holding the doors. Jill rushes
to help her.

                                        JILL
                    Everybody! OUT!

                                        CHRIS
                    (Off the LED) Thirteen minutes.

Inside the lab, Barry turns to Toshiro, the other scientist.

                                        BARRY
                    Go.

Toshiro hesitates... a second too long. KRAAASSSH! The
stasis tube BURSTS open. WATER and bits of ICE fly out...
along with an enormous, bionic HAND. Big-enough to grab
Toshiro's head as if it were a cantaloupe. Powerful enough
to CRUSH that head as if it were... well, a cantaloupe.

Wesker, still searching for his pistol, sees all this.

The Tyrant is not completely free. Much of the cylinder
wall has cracked away, but sections of it cling to a now
misshapen mass of ice that still holds the monster bound.
Though it won1t for much longer.

Wesker starts toward the door. Barry grabs the back of his
shirt and pitches him across the lab.


Pg-79

                                        BARRY (cont.)
                    You and me... we ain't goin' nowhere.
                    Not just now, boss.

Barry turns to the others clustered at the doorway.

                                        BARRY (cont.)
                    This thing gets loose, it's gonna
                    be pissed. Somebody's gotta hold it
                    back. Give you guys a fair chance.

                                        JILL
                    LOOK OUT!

Wesker has found his pistol. He FIRES at Barry who, ducking,
is only GRAZED. Wesker aims at the group in the doorway.
Barry pops out from behind a desk and shoots back at him.

Ada and Rebecca duck away from the doors, pulling Rodriguez
and a reluctant Jill after them. The doors begin to slide
closed. Chris valiantly tries to prevent them from shutting.

Wesker CRAWLS lke a dog. He manages to fling an arm
out through the opening. Steel bumpers press on the meat
of his forearm. Wesker looks up. Through the Plexiglas,
his eyes meet Chris'.

                                        WESKER
                    Get me outta here, Redfield. Or so
                    help me God, you're a dead man.

With his free hand, Wesker aims his pistol at Chris. The gun
barrel is an intimidating sight, even though it's on the other
side of the plexi. Chris glances at the others.

                                        CHRIS
                    Get going.

                                        JILL
                    Not without...

                                        CHRIS
                    MOVE!

Ada, Rebecca and Rodriguez wrestle Jill away bodily, and
start up the metal stairway.

                                        WESKER
                    COME BACK! RODRIGUEZ! VALENTINE!
                    THAT'S AN ORDER !

                                        CHRIS
                    Orders don't mean shit any more,
                    Wesker. Especially when they come
                    from sell-out bastards like you.



Pg-80

Chris lets go. The doors squeeze tighter. Wesker SCREAMS.

Through the plexi, Chris catches a glimpse of Barry, who
stands and gives him a military salute. Chris salutes back.

BLAM BLAM BLAM... Wesker FIRES three rounds. Dusty blemishes
appear on the bulletproof glass. The slugs ricochet back
into the lab.

One of them CHIPS away at the ICE which is less and less
able to contain the Tyrant.

Chris makes a break for the stairs. Wesker twists his body
in an attempt to push his pistol through the opening, but his
fist, around the stock, is too thick. Nonetheless, Wesker
FIRES .BLAM BLAM BLAM... bullets SCREAM off the banister
rails, but none of them contact Chris' legs which disappear
up the stairs.

The ice in the stasis tube is turning to slush. The Tyrant
is about to break loose. Wesker looks pleadingly at Barry.

                                        WESKER
                    B-buddy. You gotta get us out.

                                        BARRY
                    Not sure I know how, boss. Do you?
                    Is there some other...'need-to-know'
                    secret for shutting down the Big
                    Bopper, here?

                                        WESKER
                    No. It.. it can't be shut down.
 
                                        BARRY
                    The ultimate warrior. The ultimate
                    soldier. We'll see. How it does
                    against a couple of hard-ass career
                    guys, like you and me.

WESKER swings his free arm and aims his pistol at BARRY.
CLICK! The gun is empty.


INT   CUBICLE   TIMELESS

The ESCAPEES arrive in the security cubicle.

                                        ADA
                    The corridor outside... can be moved.

Ada rushes over to the instrument panel. Her hands go to
work on an array of buttons and switches.




Pg-81


INT   RUNWAY   TIMELESS

The multi-faceted CORRIDOR TWISTS into a new configuration
with the RUMBLE of an "eight" on the Richter.


INT   CUBICLE   TIMELESS

                                        ADA
                    You won't come out in the same place.
                    But you'll find a freight loader that
                    can be accessed with...

                                        JILL
                    ...a blue key. I hope.

                                        ADA
                    No. Pot blue or green. Red.

Ada pulls a RED KEY from under her lab coat, snaps the chain
on her neck, and holds it out to Chris.

                                        ADA (cont.)
                    I took it from an Umbrella agent
                    assigned to us here. He died...
                    like all the rest.

                                        CHRIS
                    Red... overrides green.

                                        ADA
                    Yes.

                                        CHRIS
                    So... you could have unlocked "D" lab.

                                        ADA
                    I was hoping it would never be un-
                    locked again. Go. I will see that
                    this.. .(she holds up the data disk) ...
                    is destroyed.

Chris grabs Ada's arm and holds it tight while he wrenches
the disk away from her.

He folds it over onto itself, drops it to the floor, and
pumps three Winchester rounds into it.

                                        CHRIS
                    It's destroyed. It's worthless
                    But you're not.

                                        ADA
                    I helped develop it!



Pg-82

                                        CHRIS
                    Unwittingly. They lied to you.
                    They lied to Marcus. They made
                    you believe you were doing a good
                    thing when it wasn't good at all.
                    It was evil!

Ada looks deeply into Chris' eyes.

                                        CHRIS (cont.)
                    The kind of evil that... resides
                    in all of us. Makes us... greedy,
                    uncaring. The kind of evil that
                    will... wipe us out, in the end.
                    Unless we stand up against it.

                                        ADA
                    Stand up? Against powers that have...
                    ruled the world since before we were
                    born? We will only be...eliminated.
                    Or locked away someplace else. I'd
                    rather die here. Knowing that the
                    virus has died with me .

Jill takes a step toward Ada.

                                        JILL
                    What if it's already spread? You're
                    the only one...who knew anything
                    about it.

                                        ADA
                    (The thought penetrating) But, I...
                    know so little.
 
                                         CHRIS
                    More than anyone else. You have...
                    a responsibility.

                                        JILL
                    To a higher command. The highest.

She and Chris touch eyes again, this time with understanding.


INT   "D" LAB   TIMELESS

THE TYRANT flexes its monumental muscles. The ice around
it CRACKS... but clings. The giant HEART dangling outside
its chest PUMPS rapidly...sending fluids through exposed
synthetic veins that run to the creature's brain.

                                        BARRY
                    That's one helluva big pump.



Pg-83

                                        WESKER
                    An implant.

                                        BARRY
                    From what? A fuckin' elephant?

                                        WESKER
                    Rhinoceros.

                                        BARRY
                    Shit. I figured you knew more than
                    you were telling.

Barry FIRES at the encased organ. His bullets bounce off the
shielding with no effect.

                                        BARRY (cont.)
                    How do we kill this thing?

                                        WESKER
                    I told you, we don't. W-we can't.
                    It's unstoppable!

More ICE pops off the monster's pectorals.


INT   RUNWAY   TIMELESS

CLOSE ON: ADA'S face.

                                        ADA
                    I don't know if I can face this.

She and the ESCAPEES are no longer in the Cubicle. They're
in the runway.

                                        CHRIS
                    Just get us upstairs. I'll take
                    care of it from there.

                                        ADA
                    Alright. (With a sigh) Come.

They break out, at the run, klacking along the faceted steel
floor of the movable... and still moving.. .corridor.

KRUNNNGGG! They're nearly knocked off their feet when the
system suddenly STOPS DEAD.

Ada slams her fist into one of those JIGSAW TILES on the
wall. Another RED one, which glows from within.

A PANEL grinds open, revealing...



Pg-84

INT   FREIGHT CORRIDOR   TIMELESS

...a more natural-looking corridor. Half-way along, there
are STEEL PRONGS that protrude from a wall. The group starts
toward them...but stops when a soul-shriveling SOUND fills
the passageway...the hungry MOANING of things that are dead.

                                        ADA
                    Doors... were left open.

INT   "D" LAB   TIMELESS

The TYRANT BREAKS free of the last bit of restricting ice.
WESKER FREAKS. Whimpering, he gropes with his hand that's
outside the Plexiglas doors. He grabs something. A BOOT.
Brad Vickers' boot. Wesker tugs on it.

BARRY opens fire on the Tyrant, full bore, with his M-16.
The stream of bullets does nothing except make the monster
notice the big man.


INT   FREIGHT CORRIDOR   TIMELESS

THE ESCAPEES run down the corridor. SHAPES appear at the
far end. ZOMBIES! Twenty. Thirty. Forty. More. The
walking remains of humans who were infected in the labs,
crawling over each other, hungry for living flesh.

The humans reach the FREIGHT LOADER. Prongs, like those on
a fork lift, extend from a heavy chain-drive that runs up
and down through openings in the floor and ceiling.
ADA swipes her red key through a slot and pushes a button.
The chain-drive Grinds upward, hoisting the prongs.

                                        ADA
                    Step on.

Ada pushes REBECCA onto the next set of prongs that come up
out of the floor. The footing is precarious. Rebecca has
to hold on to the chain as she is hoisted.

The lift moves slowly, eight feet separating each set of
prongs.

The ghouls continue to press in.

                                        JILL
                    I don't know if it's gonna happen.

                                        RODRIGUEZ
                    Come on. I been waitin' all day
                    for somthin. like this.


Pg-85

Rosie opens FIRE. Chris and Jill follow suit as Ada steps
onto the next set of prongs.

Blood FLIES. Skulls SHATTER. Front ranks drop. Zombies
from behind push their fallen comrades ahead of them. The
corridor is like a syringe filled with corrupted bodies,
pushing inexorably forward.

Rosie, teeth gritted, keeps firing while Chris forces Jill
onto the next set of prongs. As she rises, she hands her
M-16 to Chris. He slings it on his arm while levering his
old Winchester, making each of his shots count, until the
next set of prongs rises out of the floor.

                                        CHRIS
                    (To Rosie) You're up.

                                        RODRIGUEZ
                    I'm havin' too much fun. You got
                    a lady. I just got me. Anyway...
                    I ain't gonna die in this rat hole.
                    I'll make it. Get outta here.

Chris hands Jill's rifle to Rosie, who fires with both hands
as Chris jumps onto the lift.

Zombies are MOWED DOWN. But more come. The syringe keeps
pressing.

The next prongs rise. Rosie steps on, still blasting..
The first zombies reach her. Shooting down, she blows them
away. But more come, grabbing her legs, grabbing the chains,
ROCKING the prongs. Rosie nearly falls. She drops one of
the rifles in order to hold on. She carefully picks off the
most threatening zombies. Miraculously, she rises out of
their reach, and into...


INT   FREIGHT SHAFT   TIMELESS

...a very tight, very dark SPACE with sheet metal walls that
have been bruised by loads of freight. The rumble of the
chain-drive ECHOES frighteningly.

ABOVE ROSIE, THE OTHERS rise slowly... very slowly... feeling
apprehensive, vulnerable. REBECCA, at the top, looks up and
sees LIGHT spilling through an opening through which she is
about to pass.

                                        ADA
                    (Calling up to her) Level "C".
                    Have your weapons ready.

                                        RODRIGUEZ
                    (From below) Whoop-de-doo.


Pg-86

Rebecca's eyes rise above the floor of Level "C". All seems
quiet... but who knows what might be lurking.


INT "D" LAB TIMELESS

THE TYRANT, still a bit sluggish, steps down from the
platform that supported its tank. BARRY jams in a fresh
clip and keeps firing at the thing. The Tyrant, impervious,
stalks after the big trooper.

Wesker is still on the floor, his arm through the doors,
tugging on Vickers' boot.

The flesh on Wesker's forearm is PEELED by the bumpers as
he uses all his strength to drag Vickers' body closer...
until the boot winds up in the opening, preventing the doors
from closing.
Wesker manages to pull his bloody arm free. He rushes to
a computer console and types a request for the "T"-virus.

                                        BARRY
                    Get under a desk, man. I'm gonna
                    feed this thing a pineapple.

Barry pulls a GRENADE from his belt.

                                        WESKER
                    NO! It might damage the system!
                    I've got to get this data!

Wesker's M-16 has been lying, where he left it, on the
console. He picks it up.

                                        BARRY
                    Forget it. Bullets don't work!

Barry is about to pull the pin on the grenade when Wesker
triggers off A BURST...into BARRY'S GUT!

                                        WESKER
                    They seem to work just fine.

Barry is BLASTED across the lab.

The Tyrant makes its first quick move... making us appreciate
how fast and powerful it really is. It swipes at Barry's
body as it flies through the air, catching it in it's steel
claw. We hears BONES SNAP as Barry goes limp.

                                        WESKER (cont.)
                    That's it. Take a little lunch
                    break, Mr. "T". I just need a few
                    more seconds.

Pg-87

The Tyrant lifts Barry's body, as if it were as light as a
feather, up to its snout. Recognizing that the man is dead,
the monster FLINGS him aside like so much garbage... and
begins to lumber toward Wesker.

                                        WESKER (cont.)
                    (To the computer) Come on, come on.. .

A monitor reads: 90% COMPLETE...95%...98%. Wesker rests
a finger on the button to eject a floppy.

The Tyrant is getting closer by the second. Wesker FIRES
a burst at it which only slows it for a heartbeat.

100%.. .TRANSFER COMPLETED. Wesker ejects the floppy, jams
it into his flack-jacket, and, FIRING another burst, runs
for the door. The Tyrant has to move around desks and
computer consoles to catch him.

Wesker shoves his M-16 through the space that's being held
open by Vickers' boot. He begins to pry the opening wider.
A WARNING BUZZER goes off. The Tyrant dimly registers
the sound. Its eyes dilate, like camera shutters, with
a CLI-CLICK. It strides forward at top peed, PITCHING
DESKS easily aside, SMASHING through a CONSOLE as if it
were made of balsa.

Wesker has pried the doors wide. The Tyrant is coming at
him FAST. It's going to be very close.

Wesker MAKES IT. He gets outside. The doors begin to glide
shut. He LAUGHS!

                                        WESKER (cont.)
                    EAT SHIT, YOU...

THLANNG! The Tyrant's long, bionic CLAWS SHOOT, with the
speed of switch-blades, through the opening, just before the
doors meet. FOUR of the claws SKEWER WESKER, passing clean
through him.

He doesn't die instantly. He's still alive and SCREAMING
when the Tyrant uses the same hand, with Wesker impaled on
it, to PUSH the doors open wide again. The action causes
WESKER'S HEAD to be SLICED OFF by one of the steel bumpers.
The Tyrant steps out of the lab. As the doors glide shut,
the monster holds the remainder of Wesker's body inside
their path.

The bumpers are stopped by the Tyrant's iron hand... which
it extracts, letting the doors scrape the dead meat from
its claws.

Pg-88


INT   FREIGHT SHAFT   TIMELESS

REBECCA is approaching another OPENING.

                                        ADA
                    Level "B".


INT   FREIGHT CORRIDOR   LEVEL "B"   TIMELESS

THE CORRIDOR on Level "B" is long and narrow, with only
occasional pools of LIGHT from bare, overhanging bulbs.
REBECCA rises, like a spirit, out of the floor. She lifts
her weapon. Her eyes dart, looking for dangers. There are
none. The corridor, while very spooky, is quiet.

                                        REBECCA
                    Don't see anything.

                                        ADA
                    Good.


INT   FREIGHT SHAFT   TIMELESS

REBECCA rises through the ceiling.

                                        ADA
                    We're almost there. You'll have
                    to jump off. The belt won't stop.

As the ECHO of Ada's voice rings off, Rebecca looks up and...
...SCREEEE... SOMETHING dives down on her out of the darkness.
She ducks, almost losing her balance. She clings to the
chain as OTHER THINGS...black, relatively small.. .WHIP past
her head.

                                        REBECCA
                    Bats! There are bats in here!

                                        ADA
                    No. They're crows! Infected!
                    Don't let them bite you!

Rebecca dodges with new urgency as the black birds dive past
her. Looking up, she sees more coming. She aims her M-16
and fires up the shaft. TWO BIRDS are HIT. They plummet.
One hits ADA. She swats it aside. It drops all the way
down to ROSIE, who JUMPS, gasping, when it hits her.

                                        RODRIGUEZ
                    Rats. FLYING RATS!


Pg-89

Beneath her, Rosie sees the crows hovering in the light from
Level "B"... They circle, then start to fly up again.
Rosie opens fire, filling the shaft with ribbons of lead.
Another BIRD dives from above and... SKIT... takes a chunk
out of Rosie's cheek.

                                        RODRIGUEZ (cont.)
                    AAAH ! YOU FUCKER !

                                        CHRIS
                    (From above) You alright?

                                        RODRIGUEZ
                    Yeah. I'm cool. I'm... cool.

Rosie keeps FIRING. The deafening SOUND of her M-16 keeps
her from hearing a...

...KRATTCH...in the sheet-metal wall. A second later...

...RRRRRIPPP! The metal is torn open like tissue-paper.

SOMETHING dark lunges from the opening. It's the surviving
HUNTER! One of its steel claws GRABS the chain-drive. The
mechanism stops dead.

QUICK CUTS: of THE ESCAPEES slipping, nearly falling, as they
hang on to the chain.

                                        REBECCA
                    I thought it wasn't supposed to stop.

                                        ADA
                    Climb out. OUT!

Rebecca has nearly reached Level "A"... She's able to hoist
herself up, and roll to safety.

Ada tries to climb. The chain is GREASY. Her hands slip.
BELOW, the Hunter lets go of the mechanism. The chain JERKS.
The escapees nearly lose their balance again.

Rosie, at the bottom, is being lifted toward the Hunter's
free hand. She JUMPS down. Barely catching the next set
of prongs beneath her.

AT THE TOP, Ada reaches Level "A". Rebecca catches her and
pulls her up onto Level "A..

Jill is next, rising slowly. Rebecca and Ada reach down and
grab her arms just as... TCHUNG... the mechanism stops again.
The Hunter has grabbed the chain again. Its free hand
swings, clutching at Rosie, who crouches, avoiding capture.



Pg-90

Jill is pulled to safety. She turns and reaches down for
Chris, who starts to climb the chain, his hands slipping on
the grease.

                                        CHRIS
                    ROSIE!?

                                        RODRIGUEZ
                    I'M ALRIGHT!

She's not alright. She's trapped. She can't get up past
the Hunter. She FIRES at the thing. Bullets BOUNCE off its
protective steel under-hide.

Chris climbs three feet. Slides back two. The others reach
down from above. Their hands come within inches, but can't
quite catch hold of him.

                                        RODRIGUEZ (cont.)
                    Here! Here, you... lizard. You
                    fuckin' cockroach, HERE!

Straining to reach Rosie, the hunter lets go of the chain
for a second, then latches on again. That second lifts
Chris to within reach of Jill and the others. They grab
his arms. Lift him up.

That second has also brought Rosie within reach of the
Hunter. Its claws COMB her hair as she tries to duck lower
while keeping her balance on the prongs.

THWAKK! SOMETHING crashes through the wall. A MONSTROUS
CLAW that IMPALES the Hunter. It's the claw of THE TYRANT!

The chain mechanism begins to rise again. Rosie, cringing,
is lifted past the monster just as it leans its head and
shoulders into the shaft to examine what it has caught.

Disappointed, the Tyrant SCRAPES the Hunter off its claw.
It drops away down the shaft.

The Tyrant turns its CLICKING, dilating eyes up at Rosie,
and...TCHUNNNGG...purposely STOPS the rising chain.

                                        RODRIGUEZ (cont.)
                    (Calling up) BAD NEWS, GUYS. THIS
                    THING'S NOT SO STUPID!

                                        CHRIS
                    (From above) Climb, Rosie!

                                        ROSIE
                    No. I'm finished. I live here now.

                                        CHRIS
                    ROSIE, NOOOOO!


Pg-91

Rosie DIVES off the prongs...directly at the Tyrant. With
another lightning move, the monster catches her in its bionic
claw, crushing her ribs. With BLOOD spurting from her mouth,
she utters her last words...

                                        ROSIE
                    EAT ME, YOU PILE OF SHIT!


INT   LEVEL "A"   TIMELESS

ADA is the most pragmatic.

                                        ADA
                    Come.

                                        CHRIS
                    ROSIE ...

                                        ADA
                    COME! You convinced me that there
                    were...larger matters. We're at the
                    top. You said you'd get us out.

Ada's words snap Chris back into the urgency of their
situation. He struggles to his feet.

                                        CHRIS
                    Th-this way.

They are in the MANSION, which Chris knows well. He leads
his small troop into...

INT   POWDER ROOM   TIMELESS

...a small powder room, decorated garishly in an East Indian
motif. A ceramic TIGER'S HEAD sits atop a vanity. CHRIS
grabs it...and TWISTS it on a pivot. A PANEL spins. The
COMMODE disappears into the wall, opening a SECRET PASSAGE.

                                        REBECCA
                    Hell of a shit-house.

                                        JILL
                    The guy was a bootlegger... with
                    a sense of humor.

Chris leads the other into...


INT   CLOCK ROOM   TIMELESS

...a small, blank CHAMBER. The only thing it holds is a
GRANDFATHER CLOCK .



Pg-92

                                        CHRIS
                    I hope they haven't disabled this.

CHRIS opens the door that covers the clock face. He quickly
spins the hands until they hit... HIGH NOON.

GRONNNK! A WALL begins to GRIND open, straining against
rust, dirt, from years of idleness. Cobwebs are pulled
apart and...DAYLIGHT APPEARS!

                                        CHRIS (cont.)
                    Alright. We made it.

Chris urges the OTHERS out through the opening. At the same
time he checks the detonator. The LED is down to SIX MINUTES
and counting.

INT   HUEY   DAY

At the controls of his helicopter, LAGUARDIA spots something.


EXT   MANSION   HUEY'S POV   DAY

REBECCA, then ADA, then JILL climbing onto the lawn.


INT   HUEY   DAY

                                        LAGUARDIA
                    I'm goin' in.

                                        RADIO MAN
                    You don't have authority.

                                        LAGUARDIA
                    Fuck authority.


EXT   MANSION   YARD   DAY

...CHRIS climbs out of the secret exit. THE OTHERS, having
spotted the incoming chopper, are waving at it. There's a
sense of relief, of salvation. Only Chris notices...

...a bit of PLASTER falling away from one of the mansion's
stone walls.

                                        CHRIS
                    Watch it. WATCH IIIIT!

KER-AAAASSSSHHH! THE TYRANT BURSTS through the wall. With
superhuman speed, it ATTACKS the escapees, who run, dodge,
barely escaping the WHISHING SWIPE of its iron claw.



Pg-93

INT   HUEY   DAY

                                        RADIO
                    What in God's name is that thing!

                                        LAGUARDIA
                    Somethin' we weren't supposed to
                    see. Drop the ladder. And drop
                    the Stinger.

EXT   MANSION   YARD   DAY

THE HUEY swoops down as low as safety will allow. A faceted
aluminum LADDER unfurls.

                                        CHRIS
                    GET UP!

CHRIS pushes JILL toward the ladder. She pulls on Ada's arm
and sends her up first. ADA begins to climb. Then REBECCA.

The Tyrant closes in, SWIPING at Chris, who just manages to
avoid the SLICE of its mighty claw.

The RADIO MAN leans out of the door above, holding something.

                                        RADIO MAN
                    Catch this!

Chris doesn't hear. Jill does.

                                        JILL
                    Toss it to me!

The radio man drops the Stinger...a rocket with a shoulder-
launcher.. .down into Jill's hands.

Chris hits the dirt. The Tyrant tries to crush him by
stepping on him. Chris rolls away.

The ladder is too wobbly. Jill can't be sure of launching
an accurate shot.

                                        JILL (cont.)
                    CHRIS!

Chris looks up. Sees Jill holding the rocket launcher. He
RUNS past the Tyrant, okey-doking, left, right, then dodging
left again. The monster SWIPES at him with its elongated
claw. Chris' flack-jacket is caught. Protective fibers fly.
But Chris escapes without injury.




Pg-94

Jill pitches the weapon. Chris catches it. The Tyrant is
on him, about to STOMP him with a bionic FOOT when...

...Chris aims at the monster's rhinoceros heart and FIRES!

The rocket CONNECTS, on target. The casing around the animal
heart EXPLODES... and the Tyrant drops like a giant Redwood...

...on top of Chris's legs.

As Chris tries to free himself, he checks the detonator.
THREE MINUTES. TWO-FIFTY-NINE. EIGHT. SEVEN. SIX.

LaGuardia drops his chopper a bit lower. The bottom of the
ladder hits the ground, coming within Chris' reach. He grabs
on. The helicopter rises again. Chris is pulled out from
under the Tyrant's steel body and is LIFTED into the air.
He climbs frantically.

Above him, Jill is still on the ladder as well. Ada and
Rebecca pull her up. Chris DANGLES as the Huey banks away
over the forest. The tops of TREES whip his legs, but he
hangs on, climbing up... up... until the others catch his
hands and hoist him into the chopper. Chris checks the LED.
ONE MINUTE, FORTY-FIVE SECONDS.

                                        JILL
                    (Reading over Chris' shoulder) We
                    have to get out of range.

                                        CHRIS
                    No. (To the pilot) Circle around.
                    
                                        LAGUARDIA
                    Are there more survivors?

                                        CHRIS
                    No. Just...circle, okay? I want
                    to...take a last look.

The Huey banks into a circle. Chris looks down at...


EXT   AERIAL POV   DAY

...the MANSION. And just over the hills...HIS FARM.


INT   HUEY   DAY

                                        JILL
                    It's... your home.

CHRIS looks at her, with a resigned smile.




Pg-95
                                        CHRIS
                    I hoped... it would be our home.

                                        JILL
                    I guess... we're gonna be moving.

Chris checks the LED. THIRTY-EIGHT SECONDS.

                                        CHRIS
                    (To the pilot) Full throttle.
                    Out of here, man!

LaGuardia pushes his stick. The Huey LUNGES forward at
top speed. REBECCA, ADA and JILL are pressed back by
inertia. Chris holds himself erect. Through the window,
in the receding sky, he spots...

...AN EAGLE, riding the wind.

CUT TO:

EXT   THE ARKLEY FOREST   THE MANSION   DAY

PLOOOOMMMMM! The GROUND ERUPTS from an enormous under-
ground explosion. The MANSION is reduced to particulate
as the shock-wave spreads outward.


EXT   FARM   DAY

Chris' farm hand, RAKE, is shambling out of the house, a
ZOMBIE... when the EXPLOSIVE FORCE HITS, tearing him APART.


EXT   RACCOON CITY   DAY

The TOWN is EMPTY...except for NINE LONELY FIGURES, lumbering
down Main Street. They, too...are ZOMBIES. The hot wave
HITS. Two are VAPORIZED. FIRE engulfs two more. The BRAINS
of two others are DESTROYED by flying debris.. .

...which catches the remaining three, as well. Arms are
torn off. Iron shafts from shattered plumbing, shards of
window glass, slats from picket fences... PUNCH through
necks, chests, bellies...

...but the dead things, their skulls undamaged,
through billows of dust... drooling hungrily.

THE SCREEN GOES BLACK.


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