Underworld-1M
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               EXT. BATES MANSION 1950 - NIGHT

               TITLE OVER: "1950"

               Tree leaves blow in the autumn breeze. Lightning flashes,
               thunder rumbles.  Three story mansion large and ominous in
               the night.  Anti-personnel looking fence made of iron bars
               surrounds the property. Large iron gates chained and locked.



               INT. BATES MANSION 1950 - BASEMENT - NIGHT

               Inside secret laboratory of Bates Mansion, a military guard,
               MANCHESTER, watches a containment facility. Inside is an
               unearthly CAT-LIKE CREATURE with long fangs, reptilian skin
               and GLOWING YELLOW EYES.

               Manchester looks through a window at the creature. The
               creature looks back, its eyes GLOWING REDDISH YELLOW. The
               guard backs away.

                                   MANCHESTER
                         I don't care how valuable the
                         professor says it is, damn thing
                         gives me the creeps.

               Manchester checks the electrical connections and gauges on
               the outside of the cage.  A SECOND GUARD, FRANKLIN, joins the
               first.

                                   FRANKLIN
                         Manchester? Just my luck. Stationed
                         with you and an alien monster.

                                   MANCHESTER
                         Thrilled to see you too, Franklin.

               Franklin glances at the refrigerator.

                                   FRANKLIN
                         They say it has quite a taste for
                         blood.

                                   MANCHESTER
                         Shut up, Franklin.

                                   FRANKLIN
                         They say it can see in total
                         darkness.

               Franklin shines his flashlight in the creature's eyes through
               a window in the sealed cage.  The creature closes its eyes.

                                   FRANKLIN
                         He doesn't seem to like that.

                                   MANCHESTER
                         Leave it alone, Franklin.

                                   FRANKLIN
                         They say you saw it outside of its
                         cage.

                                   MANCHESTER
                         They also say they're sending a
                         truck to come get it and that other
                         thing and make them someone else's
                         problem.

               Franklin double checks the electrical connections.

                                   FRANKLIN
                         Looks like it's holding all right.
                         You really saw it outside the cage?

               Manchester nods.

                                   FRANKLIN
                         You sure you weren't dreaming?

                                   MANCHESTER
                         I turned around. There it was
                         licking its lips and looking at me.
                         I grabbed my gun, blinked, and it
                         was back inside the cage.

                                   FRANKLIN
                         How do you explain that?

                                   MANCHESTER
                         I can't. That's why they
                         electrified the outside of the
                         cage.

               Loud clap of THUNDER. Lights flicker. Manchester checks the
               power on the containment facility. Franklin sits down in
               nearby chair. He pulls a cigarette from his shirt pocket.

                                   FRANKLIN
                         Don't worry. If the power fails the
                         backup generator will kick on.

                                   MANCHESTER
                         It doesn't like smoke.

                                   FRANKLIN
                         You think it's going to report me
                         to Colonel Bates?

               Lightning flashes. Loud clap of THUNDER. Power goes off, room
               goes dark. Seconds pass. Emergency battery lights come on.
               Manchester checks the gauges on the cage.

                                   MANCHESTER
                         They're all dead.

               Franklin's eyes grow wide watching GLOWING RED EYES in the
               shadows. Pulls gun, falls from chair. Fires shot. Scrambles
               to get up. Manchester pulls his gun and backs away from the
               shadows.  GLOWING RED EYES move in the shadows. Sharp
               CLICKING sounds come from the location of the glowing eyes.

               Franklin fires several shots toward the glowing eyes. The
               glowing eyes leap forward from the shadows.  Manchester
               fires. SCREAMS fill the room.



               EXT. MEGAN'S HOUSE - NIGHT

               Ordinary house among other houses on typical suburban street.

               TITLE OVER: "Present Day"



               INT. MEGAN'S HOUSE - BEDROOM - NIGHT

               MEGAN MARTIN (15), attractive blond, seated at desk.  She
               types on her laptop computer.  Beside it is an old journal.
               On the journal is a GOLDEN CROWN DEVICE and 5 TRIANGULAR
               JEWELS - white, blue, green, yellow and red. These fit into
               the triangular jewel socket on the front center of the crown.

               Opposite side of her computer is a medical kit.  On Megan's
               bed is her black and tan cat, SCRATCHES.  Megan sneezes.  She
               takes an inhaler from her shirt pocket, takes a shot from it. 
               The title at top of her screen reads 'Megan Martin's Diary.'

                                   MEGAN (V.O.)
                         May and I returned home from our
                         summer vacation today.  We spent
                         the summer on grandma's farm.  I'm
                         surprised mom let me go.  She
                         treats me like a baby.

               Megan glances at the medical kit, sneezes, types.

                                   MEGAN (V.O.)
                         I can't tell anyone, but grandpa
                         left me something before he died. 
                         Well actually he left me clues and
                         it took May and I a little while to
                         find it then figure out how to make
                         it work.  It's really old.  He
                         found it on one of his
                         archeological trips.

               Megan looks at the crown device.  She resumes typing.

                                   MEGAN (V.O.)
                         It's a crown device.  Grandpa Fred
                         thinks that aliens must have made
                         it thousands of years ago.  He
                         wrote that it has connections to
                         the lost city of Atlantis.  The
                         crown allows the user to do
                         astounding things, like travel
                         through time and space.

               Megan glances at the 5 triangular jewels beside the crown.

                                   MEGAN (V.O.)
                         There are 5 key jewels that
                         activate it. Each has a different
                         purpose.  The white one allows you
                         to access information and see
                         things in the spirit world.  I'm
                         getting pretty good with that one. 
                         I'm not sure what all the powers
                         are but Grandpa's journal gives
                         some clues.

               Megan picks up the blue jewel.  Puts it down and types.

                                   MEGAN (V.O.)
                         The blue jewel is the key to
                         doorways and lets the user travel
                         through time and space.  Traveling
                         through space is fairly easy if you
                         know where you want to go, all you
                         need is to viewpoint your target. --

               FLASHBACK: Megan and May standing on the deck of a cruise
               ship wearing period dresses from 1912.  Life preserver behind
               them bears the name "Titanic." May's digital wrist watch is
               clearly visible.

                                   MEGAN (V.O.)
                         -- Traveling through time and space
                         is quite a bit harder.
                         You need to set two targets, one in
                         time and another in space. --

               INSERT: 1990 newspaper clipping, photo of heavyset man in his
               60's holding strange crystal object. Article reads, 'P.O.W.
               ABDUCTED BY ALIENS!  Local pawn shop owner, Bob Colgon, tells
               his harrowing story of being abducted by aliens.  Bob claims
               he brought back evidence. Skeptics say Bob's evidence is
               nothing but a glass paperweight.'

                                   MEGAN (V.O.)
                         -- May and I transported in on ol
                         'Crazy' Bob at the pawn shop. --



               INT. BOB'S PAWNSHOP - NIGHT

               BOB COLGON, heavyset man, 70s, looks at a framed newspaper
               dated 1912 on the wall.  The picture shows Megan and May on
               the Titanic.  Title 'Mystery Women,' caption 'Who are these
               two women?'  Bob slowly turns to see Megan and May standing
               beside him dressed exactly as they were when the picture was
               taken.  Bob becomes visibly concerned.

                                   MEGAN (V.O.)
                         -- He tried to stiff grandma on
                         some silver certificates she was
                         trying to sell him.  May and I
                         convinced him to pay her a better
                         price... It's a long story.



               INT. MEGAN'S HOUSE - BEDROOM - NIGHT

               Megan pulls from drawer same newspaper clipping dated 1912. 
               Looks at it, puts it back, resumes typing.

                                   MEGAN (V.O.)
                         Crazy Bob has a new newspaper
                         hanging on the wall of his pawn
                         shop.  That trip was our first
                         attempt to transport through time
                         and space. Bob thinks we are aliens
                         from some other planet now.

               Megan becomes thoughtful for a moment then types again.

                                   MEGAN (V.O.)
                         Then May transported with it.



               EXT. MARTHA'S FARM - HOG WALLOW - DAY

               May appears in muddy hog wallow wearing the crown with blue
               jewel, then falls in the mud.



               INT. MEGAN'S HOUSE - BEDROOM - NIGHT

               Megan seated at her desk typing.

                                   MEGAN (V.O.)
                         That was rather funny... The yellow
                         jewel allows the user to change
                         into different things.  I changed
                         into an Eagle for a few seconds.
                         That was strange and a bit scary.

               Megan pauses, picks up the green jewel, looks at it. Puts it
               down.  Types.

                                   MEGAN (V.O.)
                         The green jewel gives the person
                         wearing the crown the ability to
                         restore living things, like healing
                         the sick.

               Megan glances at the medical kit.

                                   MEGAN (V.O.)
                         Now if it could only heal what's
                         wrong with me.

               Megan pauses, picks up the red jewel and runs a finger over
               the smooth surface.  She lays it down then types.

                                   MEGAN (V.O.)
                         Grandpa's journal says the red
                         jewel is the key to great power, 
                         some kind of weapon.  I'm deathly
                         afraid of it.

               Megan sneezes then turns and pets her cat.

                                   MEGAN
                         Mom didn't think we would survive a
                         week on the farm, did she,
                         Scratches? But we showed her.

               Megan glances at the medical kit.

                                   MEGAN
                         Now if May doesn't spill the beans
                         and tell her that I actually passed
                         out in the field.

               Megan sneezes again.  There's a knock on her door.  She grabs
               crown and jewels and quickly puts them into a desk drawer.

                                   MEGAN
                         Come in.

               Door opens.  May (15), enters with Ghost Hunter book.

                                   MEGAN
                         Oh it's you.

                                   MAY
                         Did you tell your mom yet?

                                   MEGAN
                         No! And you're not telling her
                         either!

               May glances at the medical kit on Megan's desk.

                                   MAY
                         You were stung by a bee, Megan!
                         Your mom will understand.

               Megan fires a stern look at May.

                                   MAY
                         She's going to see that you've used
                         one of your shots.

               Megan glances at kit and sneezes.  She holds her chest, takes
               a deep breath.  Grabs her inhaler and takes another shot.

                                   MAY
                         Are you all right? I can't recall
                         you sneezing this much at home.

                                   MEGAN
                         Of course I'm all right. It's just
                         an allergy to something.

               May watches Megan pet her cat. May nods.

                                   MAY
                         Are you ready to go to the mansion?

               Megan turns around to get her crown from the drawer. Sneezes
               again.
               Picks up a prescription bottle of nose spray, takes a shot up
               each nostril. Takes the crown, the blue and white jewels from
               the drawer.  May shakes her head then smiles.

                                   MAY
                         If your mom knew what we were doing
                         she would ground you for a month.

               Megan puts the blue jewel into the center slot on the crown.

                                   MEGAN
                         If mom knew we had the crown device
                         she would have taken it.  It's just
                         a good thing mom got called in to
                         work tonight... I'm ready.  Do you
                         have the digital camera?

                                   MAY
                         Couldn't get it. But I swiped dad's
                         digital recorder. We can try to
                         catch some Electronic Voice
                         Phenomena, you know - E.V.P.'s.

               May shows the little recorder then takes syringe from medical
               kit for Megan, leaving her ghost hunter book on the desk.

                                   MEGAN
                         I'm not sure who's worse, you or
                         mom.

                                   MAY
                         There might be spiders.

               Megan takes two flashlights from a desk drawer. Gives one to
               May.  She puts the crown on her head.  The crown device
               JEWELS BEGIN TO GLOW BLUE.  LIGHT BLUE GLOW moves over her. 
               Megan and May clasp hands. BLUE GLOW moves over May.  Megan's
               EYES BEGIN TO GLOW BRIGHT BLUE.

                                   MEGAN
                         Remote vision on line... I've got a
                         clear target.

               May looks at Megan's glowing eyes.

                                   MAY
                         That looks so creepy.

                                   MEGAN
                         I thought you said it looked cool.

                                   MAY
                         Yeah, that too.

                                   MEGAN
                         Time to go, May.

               May cringes and closes her eyes.

                                   MAY
                         Are you real sure you want to do
                         this?



               EXT. BATES MANSION - NIGHT

               Older Mansion looms in the darkness - Late summer



               INT. BATES MANSION - LIVING ROOM - NIGHT

               Large room decor from late 40's.  BLUE LIGHT APPEARS. Megan
               and May appear in the light.  Megan removes crown. Blue glow
               around them subsides. She hooks crown on her belt and turns
               on flashlight. May has her eyes closed afraid to look.

                                   MAY
                         Are we there yet?

               May opens one eye then the other.

                                   MAY
                         Why do I let you talk me into these
                         things?

                                   MEGAN
                         Wow! Just look at this place!

               A very old black and white TV is in one corner of the room.
               There's a recliner and old sofa. Central area of the hardwood
               floor is covered with a large throw rug.  A curio cabinet is
               against one wall. Beside it is a bookcase with several books.

                                   MEGAN
                         See, May, there's nothing to worry
                         about. It's just an old house.

                                   MAY
                         You're not fooling me, Megan.
                         There's something here. Something
                         terrible. Something that killed
                         five people in this very house!...
                         Oh look, a sofa!

               May begins lifting cushions and looking under them.

                                   MEGAN
                         What are you doing, May?

                                   MAY
                         Treasure hunting... You know I
                         found a $20 bill in our sofa.

                                   MEGAN
                         Your kidding?  What did you do with
                         it?

                                   MAY
                         Kept it.

               Megan shakes her head.  She removes the crown from her belt,
               exchanges the BLUE for the white jewel. Puts the crown on. 
               Jewels on crown GLOW WHITE.  GHOSTLY WHITE GLOW moves over
               her.  Her EYES VANISH IN A WHITE GLOW.

                                   MAY
                         What are you doing?

                                   MEGAN
                         The crown illuminates the auras of
                         all living things.  Since I can see
                         spirit orbs with the crown I should
                         be able to see ghosts.

                                   MAY
                         Cool.

                                   MEGAN
                         You should be trying to get an
                         E.V.P.

               May pulls digital recorder from pocket.

                                   MAY
                         You know they say Edison was the
                         first person to realize that ghosts
                         could leave an imprint on a
                         recorder.  Hey, I found a --

               May looks under sofa cushion, finds a man's gold class ring
               from Roswell NM High, 1947 in the sofa.

                                   MAY
                         -- man's class ring.

               Megan joins May shining her light on the ring.

                                   MAY
                         1947, Roswell, New Mexico.

                                   MEGAN
                         Cool!.. That date sounds familiar
                         for some reason.

                                   MAY
                         That's when that UFO crashed in
                         Roswell! 

               May drops the ring in a pocket. Turns on voice recorder.

                                   MAY
                         Hello, are there any ghosts here?

               Megan looks around the room. She moves to the front windows. 
               She looks out, sees a car passing by.



               INT. CAR - NIGHT

               BILLY BOB, wearing ball cap, and LULU MAY, middle age couple
               from the country, are inside the car.  Billy Bob sees Megan's
               GHOSTLY FORM in the window of the Bates mansion.

                                   BILLY BOB
                         Oh, Jesus!

               Billy Bob slams on his brakes. His car slides into ditch.



               INT. BATES MANSION - LIVING ROOM - NIGHT

               Megan watches from the window.

                                   MEGAN
                         Stupid people shouldn't have a
                         driver's license.

               May joins Megan to see what the commotion is. Drops recorder
               into her shirt pocket, leaving it on.



               EXT. ROAD - NIGHT

               Billy Bob and Lulu May get out of their car and stand in the
               road. Billy Bob looks at Megan's GLOWING IMAGE in the window. 
               Lulu May looks at the car in the shallow ditch.

                                   LULU MAY
                         See what you've gone and done!

               Lulu May grabs Billy Bob's hat and commences to flog him with
               it.  Billy Bob tries to fend her off.

                                   BILLY BOB
                         Cut it out, Lulu May, and just look
                         up there.

               Lulu May turns and sees the ghostly image in the window.

                                   BILLY BOB
                         I told you that house was haunted!

                                   LULU MAY
                         My word! I wouldn't have believed
                         it if I hadn't seen it with my own
                         eyes, Billy Bob.



               INT. BATES MANSION - LIVING ROOM - NIGHT

               (Soft white glow around Megan with crown.) Megan walks toward
               a large open doorway in the back of the room.  May notices an
               old crank style wall phone.

                                   MEGAN
                         Let's have a look around.

               May points at the phone.

                                   MAY
                         There's one of those old phones
                         like your grandma used to have.

               Megan picks up receiver and listens.  A DEEP GROWLING VOICE
               speaks to her, but May does not hear.

                                   MEGAN
                         Oh, my!

                                   MAY
                         What is it?

                                   MEGAN
                         I heard a voice on that phone!

                                   MAY
                         What did the voice say?

                                   MEGAN
                         It said, "Get out of my house!"

                                   MAY
                         Good joke, Megan. You had me going
                         there for a minute.

                                   MEGAN
                         I am not joking!

               Megan listens for a moment, hangs up.  May looks at the
               phone. Reaches for it then changes her mind.  Megan walks to
               the doorway to the dining room.



               INT. BATES MANSION - DINING ROOM - NIGHT

               (Soft white glow around Megan with crown.)  A large wooden
               table with a candelabra.  Four candles in it burned down
               within three or four inches.  Under the candelabra on the
               table is a drawing of pentagram.

                                   MEGAN
                         It's a star inside a circle.

                                   MAY
                         A pentagram.

               Megan runs a finger through the dust on the table.  Circle of
               salt around table on floor. Several overturned chairs are on
               the floor around the table. A canister of salt on floor rolls
               a few inches. Megan's surprised, watching the canister. 
               Coughs. Grabs inhaler, takes a shot.  

                                   MAY
                         Something bad happened here.

               Megan looks at the chandelier. It begins to swing.  She
               notices rolled up sage on the table bound with string and
               burnt on one end.  The SAGE LEVITATES a few inches from the
               table.  Megan points at it.  May notices.  The girls freeze.

                                   MAY
                         What's going on?

                                   MEGAN
                         A ghost?

               Megan looks away from the sage. Instantly it falls back to
               the table.  She looks back. The sage moves.  She looks at May
               and the sage stops moving.  May makes the connection between
               the sage moving and where Megan is looking.

                                   MAY
                         Did you see a ghost with the crown?

               Megan shakes her head, still watching the sage on the table.

                                   MAY
                         I don't think that's a ghost.

               Megan looks at the candelabra. It begins to move slowly
               across the table.

                                   MAY
                         Megan... Look at me.

               Megan looks at May. Instantly the candelabra stops moving. 
               Megan is spooked.

                                   MAY
                         Now look at the sage.

               Megan looks at sage. It moves slightly then SAGE LEVITATES a
               few inches from the table.  May smiles and nods.

                                   MAY
                         It's the crown. You're the one
                         moving things.

               The sage settles to the table near a note pad.

                                   MAY
                         Remember, the crown and several of
                         the jewel keys give the user
                         telekinetic powers.

                                   MEGAN
                         Oh... I forgot. I didn't realize I
                         was... Oh never mind.

               Megan picks up the sage and sniffs it then sneezes.

                                   MEGAN
                         Sage. Someone must have tried to do
                         a spiritual house cleaning.

               Several pencils are on the floor. May picks one up.

                                   MAY
                         Someone was having a seance.

               May looks at the loose papers on the table. Some have
               scribbled marks and words.

                                   MEGAN
                         What is it?

               May begins making loops on a blank paper with pencil.



               INT. BATES MANSION 1950 - DINING ROOM - NIGHT

               An older WOMAN scribbles on a piece of paper then suddenly
               begins automatic writing.  She writes, "Help us!"



               INT. BATES MANSION - DINING ROOM - NIGHT

               (White glow around Megan with crown.) May lays the pencil on
               the table.  Megan sets all the chairs up around the table. 
               She finds old box of kitchen matches. Puts them on the table.
               May notices another paper with automatic writing that reads
               "It Lives" among the scribbling.

                                   MAY
                         It's automatic writing. Someone was
                         trying to communicate with the
                         spirits.

               May takes a match and lights the candles in the candelabra.
               May takes a seat in front of the papers. She begins looking
               through them. Megan takes a seat at the end of the table. The
               chandelier begins to swing.  They don't notice.

                                   MEGAN
                         No ghosts yet.

               May looks up from the papers.

                                   MAY
                         I think they were trying to do an
                         exorcism. Evidently something went
                         wrong.

               May slides a paper with dark red spots to Megan.  Page with
               automatic writing, words on paper read "HELP US."

                                   MAY
                         What do you think those dark red
                         spots are on the paper?

               MEGAN'S POV

               Blood SPOTS GLOW RED on the paper.

               RETURN TO SCENE

                                   MEGAN
                         My first guess...blood.

               The two girls look at each other.  Megan looks closely at the
               table. She runs her hand over the table clearing some dust. 
               She sneezes.  May gives a watchful look toward Megan.  



               MEGAN'S POV

               Blood SPOTS GLOW RED on the table.

               RETURN TO SCENE

                                   MAY
                         What is it?

                                   MEGAN
                         Those red spots are all over the
                         table.

               Megan looks across the table. Her eyes widen. She gets up
               from her chair and begins to back toward the wall.

                                   MAY
                         What's wrong?

                                   MEGAN
                         You might want to see this.

               May walks around the table and joins Megan. She takes Megan's
               hand. The WHITE GLOW moves over her.

                                   MAY
                         Oh, my!



               MEGAN'S POV 

               Seated at table are FOUR GHOSTLY FIGURES. SIMON BANISTER SR.
               sits at one end of the table reading from papers.  A WOMAN
               pours a circle of salt on the floor around table. Another
               WOMAN lights the sage and goes around inside the circle
               moving the smoke about with her hand. 

               Candelabra now lit in the center of the pentagram. The group
               clasps hands and begin chanting.  Lips move but no sound.

               RETURN TO SCENE

               Megan and May spooked, watch the ghostly show.

                                   MAY
                         What are they doing?

                                   MEGAN
                         Praying?... Chanting.

               The girls hear a SCRATCHING sound in the room behind them.

                                   MEGAN
                         Go see what that is.

                                   MAY
                         I don't think so!

               One of the women at the table lights five more candles and
               positions them on the points of the star.  Another closes her
               eyes, begins making loops at the top of a page of paper. She
               goes into a trance and begins automatic writing while another
               woman changes the pages for her.

               Girls hear more SCRATCHING coming from half open door behind
               them. May shines her flashlight toward door. She looks back
               at the ghostly show. A gust of strong wind blows the candles
               out. The five candles at the points of the star RISE UP FROM
               THE TABLE in a circular motion. Suddenly THEY FLY OUT HITTING
               THE WALLS then fall to the floor.

               The ghostly people vanish. Megan and May look at one of the
               candles on the floor. Again comes the SOFT SCRATCHING sound
               from the room behind them. The girls look toward the door
               then back toward the table.

                                   MAY
                         My God, Megan, did a ghost do that?

                                   MEGAN
                         I didn't see a ghost, did you?

                                   MAY
                         What do you call those people we
                         just saw?

               Megan glances at the table then back toward May.

                                   MEGAN
                         Maybe they were images from the
                         past.

               More SCRATCHING comes from room.  May releases Megan's arm.
               Glow subsides from May. Megan pushes May gently toward the
               door.  May frowns at Megan as she resists being pushed.  May
               slowly pushes the door open. HINGES SQUEAK. She looks in.



               INT. BATES MANSION - DOWNSTAIRS BEDROOM - NIGHT

               (Soft white glow around Megan with crown.) They see an old
               bed and bedside table with old electric lamp, a dresser with
               cracked mirror. There's a broken window with a hole where the
               glass is missing. Carefully they enter.

                                   MAY
                         I don't see anything.

                                   MEGAN
                         Something was scratching.

                                   MAY
                         Probably a rat.

               May makes her way to the bed. Megan inspects the old dresser
               drawers.  Pulling out drawer she removes a shirt.

                                   MEGAN
                         It's military.

               May glances at the shirt.  Megan throws the shirt back into
               the drawer. Continues to dig around in the drawer while May
               moves around the bed to the broken window. May sees branches
               and acorns on the bedspread.

                                   MAY
                         Looks like something's been living
                         in here.

               Megan pulls another drawer out. Makes a sour face.

                                   MEGAN
                         Looks like something's been living
                         in here too.

               Megan pushes drawer closed. May looks under the bed, pulls
               white porcelain bucket with lid from under bed. A HISSING
               noise comes from under the bed. May drops the bucket with a
               CLANG. Loud GROWLING HISSING sound from under the bed. May
               jumps on the bed.

                                   MAY
                         What's that!?

               Megan backs out the door.

                                   MAY
                         Don't you dare leave me in here!

               Bending down, Megan shines her light under the bed.

                                   MEGAN
                         May... I think you should come here
                         now.

                                   MAY
                         What is it?

                                   MEGAN
                         Two glowing red eyes.

                                   MAY
                         I'm not putting my foot down there!

               GROWLING HISSING sound comes from under the bed. May shines
               her light around the edges of the bed.

                                   MEGAN
                         The eyes just vanished.

               Megan moves closer on her hands and knees trying to see
               what's under the bed.  Distant door squeaking sound from
               other room. Suddenly she sits up, looks toward door.

                                   MEGAN
                         I thought I heard something in the
                         front room.

               Megan listens but hears nothing and resumes her quest.

                                   MEGAN
                         Pull the bedspread up.

               May on hands and knees, pulls bedspread up. Megan sees the
               flash of GLOWING RED EYES again as a RACCOON charges toward
               her from under the bed. Both girls scream. Megan falls
               backward onto the floor. Raccoon grabs Megan's new hiking
               boot and bites down. Megan screams and kicks.

                                   MEGAN
                         It's got me! It's got me!

               Suddenly they hear the sound of the front door slamming. The
               raccoon turns loose of Megan's boot, runs across the bed past
               May and out the hole in the window. Megan examines the teeth
               prints in her boot.

                                   MEGAN
                         He bit my new boot!

               Clumping sounds of someone running out the door come from the
               front room.  The front door slams again.  The girls look
               toward the door into the dining room.

                                   MAY
                         Someone's in the house.

               Megan removes her crown. The WHITE GLOW SUBSIDES. Megan
               fumbles for the blue jewel dropping it on the floor. It
               vanishes under the dresser. May joins Megan on the floor.

               Megan finds the blue jewel and puts it in the crown device.
               The girls see lights flash through the living room windows
               against the walls.  May cautiously moves into the dining room
               looking into the living room.

                                   MEGAN
                         I think they ran out when they
                         heard us screaming.

               Megan follows May into dining room. She takes a deep breath
               then coughs into her hand as quietly as she can.  May glances
               at Megan, checking to see if she's all right.  Megan nods.



               INT. BATES MANSION - LIVING ROOM - NIGHT

               The girls peek into the living room. They move to the front
               windows and look outside. A light flashes through the window.
               The girls duck back. As it passes they look out again.  

               Lulu May and Billy Bob stand beside their car looking toward
               the mansion. WRECKER OPERATOR hooks a cable to the car. 
               Another car is parked near open gate.  The caretakers,
               CHARLEY and BETTY HICKS, walk toward Billy Bob from gate. 
               Billy Bob points toward mansion. The four look.  A police car
               arrives with lights flashing.  OFFICER RAGSDALE gets out of
               his car.

                                   MEGAN
                         Does it take that many people to
                         pull a car out of the ditch?

                                   MAY
                         Those are the people who take care
                         of the mansion.  I've read about
                         them in the newspaper.

                                   MEGAN
                         No one's dusted in here in years.

                                   MAY
                         They keep the grounds but they
                         don't like to come inside,
                         especially after dark. I remember
                         now, Charley and Betty Hicks.

               May points at house across the road near the cemetery.

                                   MAY
                         They live over there near the
                         cemetery.

               Megan standing in front of the window puts the crown on her
               head.  JEWELS GLOW BLUE. LIGHT BLUE GLOW moves over Megan.



               EXT. ROAD - NIGHT

               Billy Bob points at house.

                                   BILLY BOB
                         Look! There it is again, a blue one
                         this time!

               They observe Megan's BLUE GHOSTLY IMAGE in the window.



               INT. BATES MANSION - LIVING ROOM - NIGHT

               (Soft blue glow around Megan with crown.) The girls look out
               the window toward the road.

                                   MAY
                         You said you saw the car go into
                         the ditch?

                                   MEGAN
                         Yeah.

                                   MAY
                         And you were standing in front of
                         the window glowing like that?

                                   MEGAN
                         Yeah, so?...

               Megan realizes what happened and moves away from the window.

                                   MEGAN
                         Oh, boy!

               May crosses her arms. Looks at Megan. Shakes her head.

                                   MEGAN
                         I wish this thing could make me
                         invisible.

               May watches as Megan FADES OUT then becomes clearly visible
               again.  Megan doesn't realize what happened.

                                   MAY
                         You just faded in and out.

               Megan looks at her hands but sees nothing different.

                                   MEGAN
                         Do you think?

                                   MAY
                         You said you didn't know all the
                         powers the crown has. Give it a
                         try.

                                   MEGAN
                         How?  What do I say?

               Megan thinks for a moment.  May looks out the window.  The
               policeman is at the gate.  A news van pulls up.

                                   MAY
                         Oh great, there's one of the news
                         vans!  Hurry up and do something!
                         The policeman's headed this way.

                                   MEGAN
                         Invisible... Invisible... Oh, God
                         it's not working!



               EXT. ROAD - NIGHT

               Group gathered at the fence by the road.  News crew CAMERA
               PERSON with VICTORIA MONROE set up equipment.  Second police
               car pulls in with lights flashing. OFFICER SMITH gets out of
               his car.  Charley Hicks points toward a GLOWING ORB in an
               upstairs window.  Officer Ragsdale approaches the front door.

                                   CHARLEY HICKS
                         Look! There's another one upstairs!



               INT. BATES MANSION - FRONT DOOR - NIGHT

               Door opens.  Officer Ragsdale enters shining his flashlight.

                                   OFFICER RAGSDALE
                         Is anyone in here? This is the
                         police.

               Ragsdale shines his light directly across where the girls had
               been moments before.  Slowly he makes his way down the
               hallway looking everywhere.



               INT. BATES MANSION - SECOND FLOOR LANDING - NIGHT

               MEGAN AND MAY TRANSLUCENT SOFT BLUE FOR INVISIBLE EFFECT.
               Megan and May look down towards Ragsdale.  A BRILLIANT
               SOFTBALL SIZE ORB flies across the landing right past them
               then goes up the stairs and down another hallway.  Girls
               watch orb until it's out of sight.

                                   MEGAN
                         Did you see that!?



               INT. BATES MANSION - MAIN HALLWAY - NIGHT

               Ragsdale looks around thinking he heard a voice.

                                   OFFICER RAGSDALE
                         Is anyone in here?

               Seeing nothing, he turns and walks away from the girls.



               INT. BATES MANSION - SECOND FLOOR LANDING - NIGHT

               (Megan and May translucent soft blue for invisible effect.)
               Girls peek over the hand rail looking down. They see Officer
               Ragsdale walk into another hallway and out of sight.

                                   MEGAN
                         That's not Officer Smith.

                                   MAY
                         You mean Brianna's uncle? Something
                         terrible happened to him in this
                         house once.

                                   OFFICER RAGSDALE (O.S.)
                         Hello... Is anyone in here?  This
                         is the police.

               A low pitched moaning sound passes through the house.  The
               girls freeze.



               INT. BATES MANSION - SECOND DOWNSTAIRS HALLWAY - NIGHT

               The officer freezes in his tracks, draws his gun.



               INT. BATES MANSION - SECOND FLOOR LANDING - NIGHT

               Megan and May look at each other. Soft deep breathing sound
               comes from the walls.  Megan places ear against a wall.

                                   MAY
                         I think we should go home now?

               The girls watch Officer Ragsdale. He makes his way to the
               foot of the stairs and looks down both hallways and into the
               kitchen.  The front door opens and closes with a SQUEAK. 
               Ragsdale glances toward officer Smith.

                                   OFFICER RAGSDALE
                         Is someone in here? This is the
                         police. I am armed.

               More FOOTSTEPS are heard.  The girls watch as Officer Smith
               joins Ragsdale.



               INT. BATES MANSION - MAIN HALLWAY - NIGHT

               The two officers meet.

                                   OFFICER SMITH
                         What's the story?

                                   OFFICER RAGSDALE
                         Witnesses said they saw lights and
                         heard screams coming from the
                         building.  I could have sworn I
                         heard a girl's voice.

               Officer Smith turns his light toward the basement door.

                                   OFFICER SMITH
                         Let's have a look around.

               The officers search the darkness. Ragsdale returns to the
               dark hallway. Smith positions himself facing basement door.



               INT. BATES MANSION - SECOND FLOOR LANDING - NIGHT

               The girls watch Officer Smith.

                                   MAY
                         Something about that door bothers
                         him.



               INT. BATES MANSION - BASEMENT DOOR - NIGHT

               Smith opens the door, shines light down stairs.  Another low
               pitched MOANING sound moves through the building from the
               basement upward. SMITH slams BASEMENT DOOR AND BACKS QUICKLY
               INTO WALL BEHIND HIM.  Ragsdale returns.

                                   OFFICER RAGSDALE
                         Anything down there?

               Smith stares at door, hesitates to answer.

                                   OFFICER SMITH
                         No, nothing.

                                   OFFICER RAGSDALE
                         Let's check upstairs.

               Ragsdale moves toward the stairs.



               INT. BATES MANSION - SECOND FLOOR LANDING - NIGHT

               (Girls translucent soft blue for invisible effect.)  The
               girls watch the officers moving toward them.  They go up to
               the third floor landing as quietly as they can but three or
               four stairs squeak.



               INT. BATES MANSION - THIRD FLOOR - NIGHT

               A set of double doors open onto the third floor balcony.  The
               landing circles the staircase and joins an upstairs hallway
               on both sides.

                                   MEGAN
                         This is the balcony someone said
                         the seventeen year old son fell
                         from.

               They pull the curtains back and peek out. A bright ORB about
               the size of a softball approaches causing them to look.  The
               girls watch as ORB moves around them then down hallway. 
               Megan follows until it passes through a door.



               INT. BATES MANSION - SECOND FLOOR HALLWAY - NIGHT

               Officers check rooms. Finding no one, they return to stairs.

                                   OFFICER RAGSDALE
                         You said someone lives here?

                                   OFFICER SMITH
                         No, I'm trying to tell you some
                         thing lives here.

                                   OFFICER RAGSDALE
                         Come on, Wayne. It's an old house.
                         The boards creak and make sounds
                         all the time.



               INT. BATES MANSION - THIRD FLOOR HALLWAY - NIGHT

               (Girls translucent soft blue for invisible effect.) Megan and
               May stand before the door where they saw the orb enter. Megan
               pushes the door open with a SQUEAK.



               INT. BATES MANSION - SECOND FLOOR HALLWAY - NIGHT

               Smith draws his pistol.  Both officers look toward the sound.

                                   OFFICER SMITH
                         Did you hear that?

                                   OFFICER RAGSDALE
                         Yeah.



               INT. BATES MANSION - THIRD FLOOR BEDROOM - NIGHT

               (Girls translucent soft blue invisible effect.) Girls enter.
               The bed neatly made, Raggedy Ann doll on pillow. A white
               rocking horse. Pictures on the walls but none of child who
               lived in room. Megan sees little girl's dress in closet.

                                   MEGAN
                         It was a young girl's room.

                                   MAY
                         It's just like she left it.

               ORB FLOATING above bed. May nudges Megan, points.



               INT. BATES MANSION - THIRD FLOOR HALLWAY - NIGHT

               Officers move toward the end of the hall checking each room.



               INT. BATES MANSION - THIRD FLOOR BEDROOM - NIGHT

               (Girls translucent soft blue for invisible effect.) The ORB,
               visible only to girls, moves over rocking horse.
               The horse begins to rock. A flashlight shines through the
               doorway. Girls back into corner. Ragsdale steps into the
               room, sees the rocking horse moving.

                                   OFFICER RAGSDALE
                         I don't believe this!

               Smith enters. He sees the rocking horse and freezes. 
               Ragsdale walks to the rocking horse. It stops moving. He
               picks it up. Looks for some kind of mechanism. Finds none.
               Puts it back on the floor. Looks at Smith.

                                   OFFICER RAGSDALE
                         Haunted?

               Officer Smith nods his head.  The ORB moves near May. She
               moves up close to Megan.  ORB TRANSFORMS INTO A LITTLE GIRL
               WITH A LARGER THAN NORMAL HEAD AND BIG BLACK EYES. 

               Ragsdale shines his light toward the closet.  When light
               passes over girls it creates RIPPLING EFFECT against wall but
               he doesn't notice.

               Ragsdale walks to the closet narrowly missing Megan and May.

                                   OFFICER SMITH
                         Nothing but ghosts in this house.
                         Ghosts and that other thing in the
                         basement.

               Ragsdale is nearly touching girls. Megan must do something. 
               Using telekinesis, she LEVITATES ROCKING HORSE. Ragsdale sees
               floating horse facing him. It charges. Smith runs away.
               Ragsdale ducks then runs out the door yelling.



               INT. BATES MANSION - THIRD FLOOR HALLWAY - NIGHT

               The two frightened officers run down the hallway.

                                   OFFICER RAGSDALE
                         Let's get out of here!

                                   OFFICER SMITH
                         Don't let me slow you down!



               INT. BATES MANSION - THIRD FLOOR BEDROOM - NIGHT

               Megan begins to laugh. The sound of their FOOTSTEPS MOVE AWAY
               down the hall then the stairs.  May watches the ghostly
               figure, its lips forming the words "HELP ME."

                                   MAY
                         She isn't human.

                                   MEGAN
                         It looks like she's saying, 'Help
                         me'.

               Suddenly Megan runs from the room.  May goes into shock at
               Megan's sudden departure.  She looks at the ghost who is
               looking directly at her.  May slowly BECOMES VISIBLE.



               EXT. BATES MANSION - THIRD FLOOR BALCONY - NIGHT

               (Megan translucent soft blue for invisible effect.) Megan
               opens the double doors and rushes out onto the balcony.  Now
               there are more cars and the news van in front of mansion.



               EXT. ROAD - NIGHT

               Beside the news van, a two person crew aim their camera
               toward the mansion.  Third floor balcony doors open.

                                   VICTORIA MONROE
                         This is Victoria Monroe reporting
                         from the Bates Mansion where some
                         very unusual events have been
                         taking place.  As you can see the
                         third floor balcony doors have
                         opened by themselves.

               The lower doors fly open. The two policemen come running out.

                                   VICTORY MONROE
                         Something's happening! Two of the
                         city's finest just ran from the
                         building.



               EXT. BATES MANSION - THIRD FLOOR BALCONY - NIGHT

               (Megan is translucent blue for invisible effect.) May stands
               in balcony doorway.

                                   MAY
                             (nervous)
                         Megaaaaaan?

               May wanders out onto the balcony.  

                                   MEGAN
                         I'm out here watching the show.

                                   BILLY BOB
                         Look! On the balcony! There's a
                         girl up there.

               A spotlight hits the balcony. May stands there like a deer in
               headlights for an instant then throws her hand up over eyes.



               EXT. ROAD - NIGHT

               News crew.

                                   VICTORIA MONROE
                         Now someone has walked out on the
                         balcony. It appears to be a teenage
                         girl.



               EXT. BATES MANSION - THIRD FLOOR BALCONY - NIGHT

               TRANSLUCENT BLUE Megan grabs May's hand. May becomes
               TRANSLUCENT BLUE for invisible effect.  May vanishes.



               EXT. ROAD - NIGHT

                                   CHARLIE HICKS
                         Did you see that, she vanished just
                         like a ghost!

                                   VICTORIA MONROE
                         I saw it but I don't believe it. We
                         just saw a young lady walk out onto
                         the balcony and then vanish into
                         thin air!



               EXT. BATES MANSION - THIRD FLOOR BALCONY - NIGHT

               (Megan and May translucent soft blue for invisible effect.)

                                   MAY
                         You ran off and left me in there
                         with a ghost!

               May sees the GHOST in the doorway.  The ghost tries to go
               onto the balcony but is unable, trapped inside building.

                                   MAY
                         And she followed me.

                                   MEGAN
                         I'm sorry, May. I didn't think she
                         would hurt you.

                                   MAY
                         Why does she look like that?

                                   MEGAN
                         She looks half human and half
                         something else.

               Low pitched GROWL echoes up from the depths of the building. 
               The GHOST looks back into the building then vanishes.

                                   MEGAN
                         That's the thing that killed the
                         people... It's still here.

               Megan looks at the crowd gathered at the fence.

                                   MEGAN
                         It's time to go.



               EXT. ROAD - NIGHT

               Camera crew watches the double doors on the third floor
               balcony close.

                                   VICTORIA MONROE
                         The balcony doors are closing. You
                         can see it clearly. There is no one
                         there to close them!



               EXT. BANISTER'S HOME - NIGHT

               Multi-Millionaire's home.



               INT. BANISTER'S HOME - OFFICE - NIGHT

               SIMON BANISTER well dressed extremely ruthless business man
               seated at desk with phone pressed to his ear. Large cigar
               smolders in ashtray.  A glass of hard liquor on the desk near
               a newspaper with the article about Bob Colgon's alien
               abduction.  Also antique brass oil lamp (Alladin's Lamp).

                                   BANISTER
                         He has it all right. I've offered
                         him a hundred grand for it and he
                         wouldn't sell.

               Banister taps his finger on the picture directly over the
               object Bob is holding.  Banister listens for a moment.

                                   BANISTER
                         I'm not paying more than a hundred
                         grand for a paperweight.

               Banister listens.

                                   BANISTER
                         I'll give you the hundred grand and
                         you get the crystal for me, no more
                         questions.

               Banister listens, grabs drink puts it to his mouth then
               suddenly gestures with hand flinging drink across room.

                                   BANISTER
                         I don't care how you do it, just
                         get me that thing!

               Banister slams phone down. Takes a sip from drink then
               realizes most of drink is gone.  He looks at a large picture
               of his dad hanging on his office wall.

                                   BANISTER
                         If you're right about that crystal,
                         dad, it could be the cure for all
                         kinds of diseases.  It would be
                         worth billions.



               EXT. BOB'S PAWNSHOP - NIGHT

               Through the front windows of his dilapidated pawn shop Bob
               Colgon (70's) gets ready to close.  Two young men, MITCHELL
               and JAMES, leave the pawnshop.

                                   MITCHELL
                         Why does Bob talk to the walls like
                         that?

                                   JAMES
                         He claims that years ago he was
                         abducted by aliens.

                                   MITCHELL
                         Really?

                                   JAMES
                         He says one day they will come back
                         and there will be hell to pay.



               INT. BOB'S PAWNSHOP - NIGHT

               Bob stands in front of a framed newspaper on wall with Megan
               and May, dressed in long dresses of the period, standing on a
               ship, life preserver behind them reads "Titanic."  May's
               digital watch is clearly visible.

                                   BOB
                         There are aliens and time
                         travelers.  You could tell them,
                         couldn't you?

               Bob limps to the front door, latches it, flips the closed
               sign over on the door and turns out the lights.



               INT. MEGAN'S HOUSE - HALLWAY - DAY

               Megan's brother GARY, 18, typical jock arrives at Megan's
               door.



               INT. MEGAN'S HOUSE - BEDROOM - DAY

               Megan in bed, asleep. LOUD KNOCK on her door. Megan rolls
               over and pulls her pillow over her head.  Gary KNOCKS LOUDLY.

                                   MEGAN
                         Go away, Gary! Leave me alone!

                                   GARY (O.S.)
                         Someone's here to see you.

                                   MEGAN
                         Who is it?

                                   BRIANNA (O.S.)
                         It's me.

                                   MEGAN
                         Brianna? Great. That's just what I
                         need this morning.

               Bedside clock 8:00 AM. Megan looks at window. Gets up, opens
               door. Neighbor BRIANNA (13) enters closing door behind her. 
               She's sucking on a sucker. She has brand new video camera
               hanging around neck.  Megan falls back on her bed. Brianna
               sits in Megan's desk chair making herself right at home.

                                   MEGAN
                         Couldn't you find someone else to
                         torment this morning?

                                   BRIANNA
                         You were the first one on my list. 
                         So how did your vacation go? I bet
                         I had more fun than you did.

               Megan rolls her eyes and shakes her head.

                                   BRIANNA
                         My mom and dad took me to
                         Hollywood. All you did was go spend
                         the entire summer on your grandma's
                         smelly farm... So?

               Megan rolls her eyes toward the ceiling.

                                   MEGAN
                         So what?

                                   BRIANNA
                         So did you have a good summer?

               Megan gets up and starts to get dressed.

                                   MEGAN
                         Yeah, it was great until this very
                         moment.

                                   BRIANNA
                         I bet your grandma made you work.

               Brianna licks her sucker, nods and smiles.

                                   MEGAN
                         I always work when I go to the
                         farm.

               Brianna grins as she opens the side view finder on her
               camera.  She aims the camera and hits the record button.

                                   BRIANNA
                         I didn't have to work. I didn't
                         have to do anything except have
                         fun... Dad bought me a new video
                         camera too. See?

               Megan looks at Brianna shooting video of her getting dressed.

                                   MEGAN
                         Brianna! Please!

                                   BRIANNA
                         It's not like you're worth watching
                         on TV anyway.

                                   MEGAN
                         And you wonder why people don't
                         like you.

                                   BRIANNA
                         People like me.

                                   MEGAN
                         Why don't you go shoot video out in
                         the street. Better yet find a real
                         busy intersection.

                                   BRIANNA
                         Really?

                                   MEGAN
                         Yeah, sure. I want to see some
                         really close up video of cars
                         passing by.

                                   BRIANNA
                         When? Right now?

                                   MEGAN
                         The sooner, the better.

               Brianna shuts her camera off. Megan opens her door. Brianna
               starts for the door then stops.

                                   BRIANNA
                         You know something?

                                   MEGAN
                         What?

                                   BRIANNA
                         Sometimes I think you ask me things
                         like that just to get rid of me.

                                   MEGAN
                         No! Would I do that?

               Megan motions for Brianna to leave.  Brianna frowns and sits
               back down in Megan's desk chair.

                                   BRIANNA
                         So anyway there we were on
                         Hollywood Boulevard at the famous
                         Chinese theater and this really
                         funny actor was shooting a picture
                         there.--

               Megan motions again for Brianna to leave.

                                   BRIANNA
                         -- Well, anyway, I asked them if I
                         could be in the movie but they said
                         I was too short... Can you imagine
                         that? So I stomped my foot and told
                         them short people are good people
                         too.

               Megan stands at open door hoping Brianna will take the hint.

                                   BRIANNA
                         You know, maybe I could sue them
                         for discrimination against short
                         people. What do you think?

               Megan walks back to her bed and plops on it while Brianna
               keeps right on talking.

                                   BRIANNA
                         We went to NBC, Warner Brothers,
                         and Paramount Studios and then we
                         went to the La Brea Tar Pits.  You
                         wouldn't believe the skeletons in
                         that place.  They have --

               Brianna's VOICE BECOMES A BLUR of words.

                                   MEGAN (V.O.)
                         I could drop her into a dimensional
                         rift, or wormhole into another
                         galaxy maybe... I wonder if that
                         would be considered an act of war?

                                   BRIANNA
                             (fades in)
                         -- And then we spent three days at
                         Universal Studios and I rode the
                         Jurassic Park ride twenty times --

               Again Brianna's VOICE BECOMES A BLUR of words

                                   MEGAN (V.O.)
                         If Brianna had lived back then we
                         would know what happened to the
                         dinosaurs. Brianna would talk them
                         all to death!

               Brianna's VOICE FADES IN.

                                   BRIANNA
                         -- And I brought back all these
                         really neat things.

               Brianna notices the ghost hunter book on Megan's desk.

                                   MEGAN
                         Really? Where did you put them?
                         Your room is already full!

                                   BRIANNA
                         I'm going to sell some stuff. Hey,
                         you want to be in a movie I'm going
                         to make?

                                   MEGAN
                         No!

                                   BRIANNA
                         Why not? May's going to be in it.

                                   MEGAN
                         Does May know?

                                   BRIANNA
                         Not yet.

                                   MEGAN
                         Then why don't you go tell her?

                                   BRIANNA
                         OK. I'll go get her and be back in
                         a flash.

               Brianna leaves the room. 



               EXT. MEGAN'S HOUSE - DAY

               Megan walks into her front yard.  May and Brianna, with
               camera, approach her. The three meet in the front yard.

                                   BRIANNA
                         May said she would be in my movie
                         if you will.

                                   MEGAN
                         She said that because she knows I
                         won't.

                                   BRIANNA
                         I've got really great parts for you
                         too.

                                   MAY
                         Like what?

                                   MEGAN
                         Don't do it, May. You'll regret it.

                                   BRIANNA
                         I want you both to be ghosts! It's
                         a movie about a haunted house!
                         Isn't that great?

                                   MEGAN
                         And just how do you intend to make
                         us look like ghosts?

                                   BRIANNA
                         Simple. I just cover you with white
                         flour.

               Megan and May look at each other shaking their heads.

                                   MEGAN
                         Backyard?

                                   MAY
                         Backyard.

               Megan leads the way toward the gate to her backyard. 



               EXT. MEGAN'S HOUSE - BACKYARD - DAY

               Scratches is lying in one of the chairs at the yard table.
               The girls sit. Brianna puts her camera on the table.

                                   BRIANNA
                         So you don't want to be in my
                         movie?

               Megan eyes Brianna's camera.

                                   MEGAN
                         Does that camera have night vision
                         mode?

                                   BRIANNA
                         Yeah.

               Megan and May grin at each other.

                                   MEGAN
                         Then why don't you go shoot video
                         of a real haunted house?

                                   BRIANNA
                         You mean like a documentary of a
                         real haunting?

                                   MEGAN
                         Exactly.

                                   BRIANNA
                         Where will we find a real haunted
                         house we can use?

               Megan and May grin at each other.

                                   MAY
                         I know of one on the outskirts of
                         the city. You know the Bates
                         mansion?

                                   BRIANNA
                         Oh, no! I've heard about that
                         house. They built it on a
                         graveyard. They moved the head
                         stones but didn't move the graves.

                                   MAY
                         That's not true. They did move the
                         graves, all but one of them.
                         Besides the graveyard was on the
                         other side of the road.

                                   BRIANNA
                         Even the police are afraid of that
                         house. My Uncle Wayne said there's
                         a monster in the basement.

                                   MEGAN
                         The perfect place to shoot a ghost
                         video.

                                   MAY
                         And since everyone else is afraid
                         to go in there you will be the only
                         one with real video of a ghost.

               Brianna pets Scratches as she passes in front of her on the
               table.  Megan sneezes just as Scratches walks in front of
               her.  May realizes that Megan is allergic to the cat.

                                   BRIANNA
                         You're not just saying that to play
                         another trick on me, are you?

               Megan and May glance at each other then back at Brianna.

                                   MAY
                         Of course not.

                                   MEGAN
                         Not at all. We are really
                         interested in ghosts.

                                   MAY
                         That's right and you might sell
                         someone your video for their show.

                                   BRIANNA
                         Do you think?

                                   MEGAN
                         Of course. At the very least if
                         they didn't pay you for it your
                         name would be in the credits.

                                   BRIANNA
                         I guess that would be all right.

               Brianna gets up, takes her camera, and walks toward the gate.

                                   MAY
                         Where are you going?

                                   BRIANNA
                         I'm going to do some research on
                         that house.

                                   MEGAN
                         Good. Let us know what you find
                         out.

               Brianna nods her head then leaves via the yard gate. Her
               house and yard gate are right next to Megan's.



               EXT. BRIANNA'S HOUSE - BACKYARD - DAY

               Brianna sneaks along the privacy fence between hers and
               Megan's yard.

                                   BRIANNA
                         Those girls are pulling something
                         on me again. I just know it.

               She turns her camera on, adjusts the viewer so she can see
               then puts it up to a knot hole in the fence where she can see
               May and Megan in the viewer.



               EXT. MEGAN'S HOUSE - BACKYARD - DAY

               Megan and May talking softly at the table.

                                   MAY
                         We can't take Brianna with us back
                         to the mansion. She'll find out
                         about the gizmo.

                                   MEGAN
                         I know that. But wouldn't it be
                         nice to have video of some ghosts,
                         or ghost orbs?

                                   MAY
                         Well, sure, I guess so.

                                   MEGAN
                         Of course it would.  All we have to
                         do is get Brianna and her camera
                         into the mansion.

                                   MAY
                         And if nothing else, Brianna will
                         never pester us again.



               EXT. BRIANNA'S HOUSE - BACKYARD - DAY

               Brianna's trying to hear what Megan and May are talking about
               but only catching tiny fragments of the conversation.  She
               moves away from the fence.

                                   BRIANNA
                         Ghosts? Gizmo? Orbs? Maybe they are
                         serious about me doing a ghost
                         video.



               EXT. MEGAN'S HOUSE - BACKYARD - DAY

               Megan and May look at the knot hole. Seeing nothing they
               continue their conversation.

                                   MAY
                         If Brianna is with us you can't use
                         the gizmo.  And if you think I'm
                         going to ride my bicycle out to the
                         Bates mansion in the middle of the
                         night, you're crazy.

                                   MEGAN
                         We could take a cab.

                                   MAY
                         Do you want to be out there without
                         the gizmo in case something does
                         happen?

                                   MEGAN
                         So we make one trip without the
                         gizmo... No big deal.

                                   MAY
                         And how do we get past the lock on
                         the gate?

                                   MEGAN
                         I saw two bars on the gate that are
                         bent wide enough we could slip
                         between them.

               May thinks for a moment then nods.



               INT. MEGAN'S HOUSE - BEDROOM - EVENING

               Megan seated at her desk facing May on the bed.

                                   MEGAN
                         I'm anxious to explore the rest of
                         the mansion.

                                   MAY
                         I'm not exactly comfortable with
                         the idea of going back out there.

                                   MEGAN
                         Ghosts generally don't hurt people.

                                   MAY
                         Tell that to the Bates family.

               Megan's door opens. Brianna enters with her video camera
               hanging from her neck and computer print-outs in her hand.

                                   BRIANNA
                         Here's what I have on the Bates
                         mansion.
                             (reading)
                         The Bates mansion was built in 1946
                         for the Bates family - Mr. Bates,
                         his wife, a seventeen year old son,
                         a fourteen year old daughter and a
                         twelve year old daughter... The
                         mansion is three stories high with
                         a full basement.

                                   MEGAN
                         That's a huge house for just five
                         people.

               Brianna glances at Megan. May shrugs.

                                   BRIANNA
                             (reading)
                         Some found it curious the Bates
                         daughters were almost never seen...
                         Those who said they had seen them
                         described them as being deformed.

                                   MAY
                         Deformed?

               May and Megan look at each other.

                                   BRIANNA
                             (reading)
                         The family died on a stormy night
                         under mysterious circumstances. Mr.
                         Bates was ripped to pieces in his
                         bedroom.

                                   MAY
                             (Megan)
                         You still want to go out there?

                                   BRIANNA
                             (reading)
                         The next family who bought the
                         house ran screaming in the middle
                         of the night and never returned.

               The girls glance at each other.

                                   BRIANNA
                         They never even got a chance to
                         clean the house. 
                             (slowly for effect)
                         The bloodstains are still on the
                         walls and bed where Mr. Bates was
                         murdered.

               May rubs chill bumps.  Brianna glances at the other girls.

                                   BRIANNA
                             (reading)
                         Since then several realtors have
                         investigated the mansion but
                         considered the property a bad
                         investment.
                             (looks up)
                         Simon Banister has been trying to
                         sell that place for years.

               May and Megan look at each other.  Brianna turns a page,
               reads.

                                   BRIANNA
                         There was a newspaper article from
                         1947 that said Mr. Bates had some
                         dealings with Simon Banister's
                         father.  Evidently the land the
                         mansion was built on was purchased
                         from Banister Senior. --

               Megan and May glance at each other again.

                                   BRIANNA
                         -- But the estate was not in Mr.
                         Bates' name.  It was listed under
                         the Proctor Jewells Corporation.

               Brianna holds a finger in the air, looks at Megan and May.  

                                   BRIANNA
                         Sorry, I couldn't find out who owns
                         that business.  But something
                         happened after the murders and the
                         land ended up back in Banister's
                         name.

               Brianna looks back at her papers.

                                   BRIANNA
                         Witnesses said prior to the sale of
                         the land Simon Banister Senior dug
                         a big hole there and then filled it
                         up again.

               Brianna looks at the girls again.

                                   BRIANNA
                         I've got some other things
                         printing. I'll go get them.

               Brianna leaves.  Cat jumps on Megan's lap.  Megan pets cat,
               then sneezes and coughs.  May grabs cat then places her on
               the bed.  Megan grabs her inhaler and takes a shot.

                                   MAY
                         Haven't you figured it out yet?
                         You're allergic to Scratches.

               Still coughing and sneezing, Megan frowns at May.

                                   MEGAN
                         Don't even talk like that! Don't
                         ever say that again! I am not
                         allergic to Scratches!

               Megan takes another hit from her inhaler then looks at the
               papers Brianna left.

                                   MEGAN
                         The Proctor Jewells Corporation?

               Megan brings up Internet on her laptop.  She runs a search.

                                   MEGAN
                         No hits for the Proctor Jewells
                         Corporation on that search engine.

               Megan runs another search from different search engine.

                                   MEGAN
                         Nothing there either. It's like
                         this company never existed.

                                   MAY
                         It was on the legal deed.

                                   MEGAN
                         Then who owned it?

                                   MAY
                         I'll bet Crazy Bob would know
                         something.

                                   MEGAN
                         That's right! Bob collects
                         newspapers.

                                   MAY
                         What do we do, beam in there and
                         scare the old guy again?

               The girls hear the BACK DOOR open.

                                   MEGAN
                         It's Brianna. She hardly ever
                         knocks.

               Door opens. Brianna enters with more papers.

                                   BRIANNA
                         I found more information on another
                         website.
                             (reading)
                         The older daughter found dead in a
                         hole in the backyard. Every witness
                         told a different story. One said
                         she fell and broke her neck. 
                         Another said she and the older
                         brother were found near the hole
                         and cause of death was unknown.

               The girls glance at each other.

                                   MEGAN
                         Sounds like a government cover-up.

               May nods.

                                   BRIANNA
                             (reading)
                         One story says they found the older
                         son in the front yard. A neighbor
                         who lived near the graveyard said
                         they heard someone screaming.  Then
                         suddenly there was silence. At that
                         moment lightning struck his house
                         and it burned to the ground.

                                   MAY
                         Let me guess. Every witness told a
                         different story.

                                   BRIANNA
                         One said the boy must have fallen
                         from the top front balcony.

                                   MAY
                         These people need to get their
                         stories straight.

                                   MEGAN
                         What house burned?

                                   BRIANNA
                         Uh, the one near the cemetery.

               May and Megan glance at each other.

                                   BRIANNA
                             (reading)
                         The younger daughter and mother
                         died clutching each other in the
                         kitchen floor. The article says
                         they believe they both had a heart
                         attack at the exact same moment.

                                   MAY
                         How is that possible?

                                   MEGAN
                         It's not possible... Is it?

                                   MAY
                         Unless something scared them to
                         death.

                                   BRIANNA
                         This all supposedly happened during
                         a freak lightning storm in the
                         middle of the night.

                                   MAY
                         Why were the older siblings outside
                         in the storm?

                                   MEGAN
                         Maybe they were trying to get away
                         from something that was in the
                         house.

                                   BRIANNA
                         That was my first guess, but listen
                         to this.
                             (reading)
                         The police report said that when
                         they arrived and found Mr. Bates
                         that all the doors and windows were
                         locked from the inside. Yet there
                         was no evidence of how the killer
                         got into the house or how they
                         escaped.

               Brianna hands papers to Megan.

                                   BRIANNA
                         That's about it.  I have to go
                         home.

               Brianna walks to the door, opens it, looks back.

                                   BRIANNA
                         I'll see you tomorrow.

               Brianna leaves.  Megan and May look at each other.

                                   MAY
                         Lock the door?

               Megan nods.

                                   MEGAN
                         I think it's time to pay Mr. Bob a
                         little visit.



               EXT. BOB'S PAWNSHOP - NIGHT

               Car pulls away from the pawnshop.  Old pawnshop sign flickers
               in the night.



               INT. BOB'S PAWNSHOP - BACK ROOM - NIGHT

               Soft BLUE LIGHT APPEARS. Megan and May APPEAR in the light.
               Megan wearing her crown.  Jewels in crown GLOWING BLUE. 
               Around them are piles of newspapers, shelves filled with
               pawned items.  A large mounted wolf with eerie yellow eyes.
               May turns and sees the wolf.  Jumps directly into Megan.

                                   MAY
                         Jesus!

                                   MEGAN
                         Watch it!

               Megan sees the mounted wolf. Her eyes grow large.  She
               removes her crown. The blue glow subsides.  She looks for a
               place to hide it. May spots an empty paper bag on a shelf and
               gives it to Megan.  Megan puts the crown in the bag and hangs
               onto it.  May giggles as she pets the mounted wolf.

                                   MAY
                         We should buy this and give it to
                         Brianna, real late some night in
                         her own backyard.

               They move toward the front.  They pass a bed and bathroom in
               the corner.  Against the front wall is a small, well-used two
               burner electric cook stove. On wall are military medals. Bob
               lives in the back of his pawnshop.  Near the door that leads
               into the front of the building is an old floor safe.  

               The girls move to the door and listen.  They hear the door
               bell ring as someone leaves.  Slowly Megan pushes the door
               open and peeks through.  Bob behind his counter with his back
               to them inspects pawned item and drinks glass of ice tea.  

               Megan puts a finger over her lips showing May to be quiet. 
               She pushes the door open and sneaks up behind Bob with May
               following.  Bob is just taking a sip from his drink.

                                   MEGAN
                         Mr. Bob?

               Startled, Bob spills his drink as he turns around.

                                   BOB
                         What in the..! Who the..!

               He sees the girls and puts a hand over his heart.

                                   BOB
                         How the hell did you get in here?

                                   MEGAN
                         Uh, Mr. Bob?

               Megan holds her hands out thinking Bob should recognize them.

                                   MEGAN
                         It's us, Bob.

               May holds up her arm showing her digital wrist watch.  Slowly
               Bob recalls the two.

                                   BOB
                         Oh, God! The aliens are back.

               Bob rubs his eyes then looks but the girls are still there.

                                   MAY
                         That's right, the aliens are back.

               Megan whacks May on the shoulder.

                                   MEGAN
                         We're not aliens, Mr. Bob. We are
                         time travelers.

                                   MAY
                         Aliens has a better ring to it.

               Bob, still in shock, stares at the girls.

                                   MEGAN
                         I wanted to ask you if you know
                         anything about the Bates Mansion
                         and what happened there in 1950.

               Bob turns slowly and looks at one of the framed newspapers on
               his wall.

                                   BOB
                         I was just a kid in 1950. I
                         remember, I was 18 then.

               Bob gets his cane and begins to limp toward the newspaper.

                                   BOB
                         I remember old man Banister selling
                         the place to some company with a
                         strange name.

               Bob stops in front of the paper.  Newspaper title reads
               'Mysterious Deaths Blamed on Storm!'  A picture of the Bates
               mansion on the front page with caption 'Five people die
               during freak storm.'

                                   BOB
                         It wasn't the storm that killed
                         those people.  Mr. Bates was ripped
                         to pieces by some kind of animal
                         right there in his bedroom.

                                   MEGAN
                         What kind of animal?

                                   BOB
                         Something with razor sharp claws.

                                   MAY
                         How did it get into the house?

               Bob shakes his head.

                                   BOB
                         They never did figure that out.

                                   MAY
                         The article that Brianna gave us
                         said the doors and windows were
                         locked from the inside.

               Megan cringes, shakes her head hearing May mention Brianna's
               name.  May catches Megan's frown but doesn't connect.

                                   BOB
                         That's right.  House was locked up
                         tighter than a jug.

                                   MEGAN
                         Where were the older siblings
                         found?

                                   BOB
                         In the back yard.  Dad told me that
                         he saw a strange light hovering
                         over the mansion that night.

                                   MEGAN
                         How did he see that?

                                   BOB
                         Easy, we lived just down the road.

                                   MAY
                         It was your house that burned down
                         that night?

                                   BOB
                         To the ground.  I remember, it was
                         storming, lightning everywhere and
                         when the lightning hit our house we
                         didn't know which way to run.

                                   MAY
                         Jeeeez!

                                   BOB
                         I ran out. Dad was in the yard. 
                         Then came another clap of thunder.
                         It didn't sound right.  The ground
                         shook like someone had set off a
                         case of dynamite.  Rocks fell out
                         of the sky.

                                   MEGAN
                         Have you ever heard of the Proctor
                         Jewells Corporation?

                                   BOB
                         That was the company who had
                         Banister build the mansion.

                                   MEGAN
                         So Simon's dad built the mansion
                         for Proctor Jewells?

                                   BOB
                         Yeah. No one seemed to know who
                         they were, unless Banister knew.

               The door bell rings.  A CUSTOMER enters.  Bob turns his
               attention to the customer. Girls slip into the back room.



               INT. BOB'S PAWNSHOP - BACK ROOM - NIGHT

               The girls make their way to the mounted wolf.  Megan pulls
               her crown from the bag and puts it on her head.  The JEWELS
               GLOW BLUE as the BLUE GLOW moves around her.

                                   MEGAN
                         You should be more careful.

                                   MAY
                         Why?

                                   MEGAN
                         You mentioned Brianna's name and
                         Bob knows Brianna and her uncle
                         Wayne.  Good God, May! Her Aunt
                         Emma just lives across the street
                         from Bob.

               Megan and May clasp hands.  The BLUE GLOW moves over the
               girls.  Megan's EYES GLOW bright blue. The girls vanish.



               INT. MEGAN'S HOUSE - BEDROOM - DAY

               Bedside clock reads 8:00 am. KNOCK on door.

                                   MEGAN
                         Go away, Gary! Leave me alone!

                                   DONNA (O.S.)
                         Megan, get up. We have school
                         shopping to do today.

                                   MEGAN
                         Oh, mom!

               Megan gets up. Is getting ready for her shower when she
               notices that Scratches is no where in the room.

                                   MEGAN
                         Scratches? Here kitty, kitty.

               She opens the door carrying her clothes toward the shower.



               INT. MEGAN'S HOUSE - HALLWAY - DAY

               Megan reaches the bathroom door.  Sees her mother DONNA.

                                   MEGAN
                         Mom, have you seen Scratches?

                                   DONNA
                         Megan, dear, I sent Scratches back
                         to the farm.

                                   MEGAN
                         But why?

                                   DONNA
                         Because you're allergic to her.

                                   MEGAN
                         No, mom! It's not true!  May told
                         you that, didn't she?

                                   DONNA
                         Just take your shower and get ready
                         to go.  We have a lot to do this
                         morning.

               Donna walks away. Megan stomps into the bathroom then slams
               the door behind her.



               INT. MALL - DAY

               Megan, May, and Brianna are seated on a bench inside a large
               enclosed mall. Each one has plastic bags filled with items
               they've bought. Megan and May are both tired.  Megan quickly
               brushes a tear from her cheek.

                                   MAY
                         Why the long face, Megan?

                                   BRIANNA
                         She's been sulking around all
                         morning.

                                   MAY
                         Probably because you came with us.

               May and Brianna have a moment of disdain for each other.

                                   MEGAN
                         If you must know, mom sent
                         Scratches back to grandma's farm
                         thanks to May.

                                   MAY
                         I didn't do anything.

                                   MEGAN
                         Liar!  You told mom I was allergic
                         to Scratches and now she's gone.

                                   MAY
                         No, I didn't!

               Seeking to change the subject Brianna jumps in.

                                   BRIANNA
                         Did you guys see the local news
                         last night?
                             (newscaster voice)
                         With Victoria Monroe.
                             (normal voice)
                         It was fantastic! You know how we
                         were talking about the Bates
                         Mansion yesterday? Well she was
                         there night before last and guess
                         what!

               Megan and May glance at each other then suddenly realize they
               were the star attraction.

                                   BRIANNA
                         There they were, camera on the
                         front of the mansion and two
                         policemen come running out of the
                         building as fast as they could go!
                         God that was exciting. Then the
                         third floor balcony doors opened up
                         but there was no one there.

               Megan and May become concerned.

                                   BRIANNA
                         Then out of nowhere this girl walks
                         right out onto the balcony and then
                         vanishes right in front of the
                         camera.  God that was cool!

                                   MEGAN
                         Did they see who the girl was?

                                   BRIANNA
                         Nope, didn't get a good look at her
                         face.  Funny thing though, she was
                         wearing an outfit just like May was
                         wearing the day before yesterday.

               Megan and May look at each other again.  The three watch as
               Simon Banister and TWO OTHER MEN in suits carrying briefcases
               walk past them and around the corner out of sight.

                                   MEGAN
                             (disdain)
                         Banister.

                                   MAY
                         What's he doing here?

                                   BRIANNA
                         Who cares?

                                   MEGAN
                         I don't like that man...there's
                         just something about him.

               Brianna doesn't understand, frowns at Megan.



               INT. MEGAN'S HOUSE - BEDROOM - AFTERNOON

               May in the desk chair using computer. Megan and Brianna
               seated on the bed.

                                   BRIANNA
                         When are we going to the mansion?

                                   MAY
                         How are we going to get there?

                                   MEGAN
                         I could try to get Gary to take us.

                                   MAY
                         Fat chance on that.

               May types something into the computer.

                                   MEGAN
                         We can take a cab.

                                   MAY
                         Hey, check this out.

               May points at the computer screen.

                                   MAY
                         I typed in Proctor Jewells into the
                         anagram program and it says it's an
                         anagram for Roswell Project.

               The three lean toward the computer.

                                   BRIANNA
                         Now I remember.  There was a UFO
                         supposedly crashed near Roswell,
                         New Mexico in 1947.

                                   MEGAN
                         I remember that.

                                   MAY
                         And the Bates mansion murders were
                         just three years after that.

                                   MEGAN
                         Bob said his dad saw a mysterious
                         light hovering over the mansion
                         that night.



               INT. MAY'S HOUSE - BEDROOM - NIGHT

               The SOFT BLUE TRANSPORT LIGHT appears bringing Megan with it.

                                   MEGAN
                         Do you swear you didn't tell mom
                         that I was allergic to Scratches?

                                   MAY
                         Cross my heart.

                                   MEGAN
                         How would you like to get some dirt
                         on Banister tonight?

                                   MAY
                         What do you have in mind?

                                   MEGAN
                         Oh, I just thought we would start
                         out with a little crown work.

               Megan pats her crown with a hand.  May nods.

                                   MEGAN
                         First stop back in my room.

               May takes Megan's hand. The BLUE GLOW moves over her like
               liquid light. They VANISH from the room.



               INT. MEGAN'S HOUSE - BEDROOM - NIGHT

               BLUE TRANSPORT LIGHT APPEARS bringing Megan and May. Megan
               removes crown, blue glow subsides. She switches to the white
               crystal. She lies down on her bed and puts the crown back on.
               FLUID WHITE ENERGY MOVES OVER HER.

                                   MEGAN
                         I found Banister's house today. I
                         zoomed out there and checked it
                         out.

                                   MAY
                         What's the plan?

                                   MEGAN
                         If the coast is clear I'll shut off
                         his alarm and video system, then we
                         beam out there.

               FLUID WHITE GLOW moves over Megan.  SMALL ORB of energy
               breaks free from GLOWING CROWN THEN shoots out ceiling.  A
               moment passes. What the orb sees Megan sees.

                                   MAY
                         Where are you?

                                   MEGAN
                         Almost there.

                                   MAY
                         You know when you do this you're
                         more fun to watch than a lava lamp.

                                   MEGAN
                         There it is. And there's his big
                         black limo in the driveway. Let me
                         see who's in there.



               INT. BANISTER'S HOME - OFFICE - NIGHT



               MEGAN'S VISION

               (Soft white border for crown effect.)  Megan's SPIRIT VIEW
               FLIES THROUGH THE DOOR of Banister's house and straight to
               office.  Banister is seated at desk. His limo driver, DON
               LOWERY, is seated on the opposite side.

                                   MEGAN (O.S.)
                         Banister and his driver Don Lowery
                         are in the office talking.

                                   BANISTER
                         I want that crystal from Bob
                         Colgon.



               INT. MEGAN'S HOUSE - BEDROOM - NIGHT

               Megan's body and eyes GLOW WHITE as she remote views into
               Banister's office.

                                   MEGAN
                         He said he wants Lowery to take a
                         crystal from Bob.

                                   MAY
                         What crystal?

                                   MEGAN
                         I don't know. Oh, get the pencil.
                         He's about to open one of his
                         safes.
                             (watching)
                         Looks like, right 9... left 50...
                         right 75... and she's open.

                                   MAY
                         Got it.

                                   MEGAN
                         He's taking some papers and a box
                         out of the safe . He's putting them
                         on his desk.  He's opening the
                         box... Oh boy!

                                   MAY
                         What is it?

                                   MEGAN
                         It's a box full of money. He's
                         giving a new bundle of thousand
                         dollar bills to Lowery.  He's
                         looking at the paper now, it's a
                         picture... and there's Bob Colgon's
                         name.

                                   MAY
                         And Lowery is the connection.
                         Follow him you'll find your
                         henchmen.



               INT. MEGAN'S HOUSE - BEDROOM - MOMENTS LATER

               (Soft white glow around Megan for crown effect.  Megan's eyes
               glowing white.)  Megan is lying on her bed with crown on.  

                                   MEGAN
                         He went to the river. He's pulling
                         into one of the loading dock
                         buildings.  Looks like building 18.

               May writes down the information.

                                   MEGAN
                         I see two men coming to meet him...
                         They're going into an office...
                         Lowery is showing them the picture.

               May touches Megan. The WHITE GLOW moves over May.



               INT. DOCK BUILDING 18 - OFFICE - NIGHT

               Don Lowery stands in front of a beat up desk.  Arab man,
               ABDUL, seated at desk playing with a hunting knife.  JORDAN
               GILMORE, ex-con, stands at the side of the desk.  Lowery
               tosses the picture on desk.

                                   LOWERY
                         Do what ever you need to but get
                         that crystal and don't leave any
                         evidence.

               Lowery tosses a bundle of bills on the desk.

                                   LOWERY
                         Make it look like an accident...
                         You never saw me.

               Lowery leaves.  Abdul jabs knife into desktop. Picks up the
               picture of Bob.

                                   ABDUL
                         You know this guy?

                                   GILMORE
                         Just about everyone around here
                         knows ol Crazy Bob. Would you
                         really kill him?

               Abdul picks up the money and flips the end of the bills. Sly
               smile comes across his lips.



               INT. MEGAN'S HOUSE - BEDROOM - NIGHT

               (Soft white glow around Megan and May for crown effect.)
               Megan lying on her bed wearing crown.  May releases Megan,
               leans back in her chair.  White glow dissipates from May.
               Megan continues to watch the men.

                                   MAY
                         Where did he find these sewer rats?

                                   MEGAN
                         Gilmore's a real low life but that
                         Abdul is a cold-blooded killer.



               INT. MAY'S HOUSE - BEDROOM - DAY

               May is brushing her hair. BLUE TRANSPORT LIGHT APPEARS WITH
               MEGAN.

                                   MEGAN
                         Guess what! Mom left this morning
                         and we have the entire house to
                         ourselves.

                                   MAY
                         Same here.

                                   MEGAN
                         Great! Let's zap back to my house
                         and get to work.

               May takes Megan's hand. The BLUE LIGHT flows over them. THEY
               VANISH.



               INT. MEGAN'S HOUSE - BEDROOM - DAY

               The blue transport LIGHT APPEARS with Megan and May. The door
               is open and Brianna is standing in the room.

                                   BRIANNA
                         Ohhhhh --

               Brianna faints.

                                   MEGAN
                         Great Caesar's ghost! Now what do
                         we do?

               Megan tosses crown on bed. Blue glow subsides.  Girls look at
               Brianna in shock.

                                   MAY
                         She saw us, Megan. Our cover is
                         blown big time!

                                   MEGAN
                         She hardly ever knocks!  Quick, put
                         her on the bed.

               Megan and May pick Brianna up and put her on Megan's bed. May
               picks the crown up.

                                   MAY
                         We hide this and make believe it
                         never happened.

               Brianna opens her eyes and sees May holding the crown.

                                   BRIANNA
                         What happened?

               May and Megan freeze in stunned silence. May looks at the
               crown in her hand knowing Brianna's looking right at it.

                                   MAY
                         Um... All right you caught us.
                         We're superheroes.

               Megan is surprised at May's response.

                                   BRIANNA
                         I knew it!

               Megan frowns at Brianna wondering what she meant. 

                                   MEGAN
                         Ahhhh --

                                   BRIANNA
                         What's going on?

                                   MAY
                         Brianna, we're involved in a lot of
                         top secret stuff that no one's
                         suppose to know about.

               Megan slaps her hand against her forehead.

                                   MAY
                         Give me the white jewel. I have to
                         erase her brain now.

                                   BRIANNA
                         What?! Erase my brain!?

               In stunned silence Megan hands the white jewel to May.

                                   MAY
                         Sorry, Brianna. It's nothing
                         personal but we can't have you
                         leave here and tell the world who
                         we are.

               May puts crown on her head. WHITE GLOW moves over May.

                                   MAY
                         Wait! You said you knew about us?
                             (glances at Megan)
                         I guess I'll have to pump her brain
                         for information to see just how
                         much she knows.

                                   BRIANNA
                         I don't know anything! Really!

                                   MAY
                         I'll pump your brain for
                         information and if you're keeping
                         anything from me I'll find out!

               Megan begins to see the humor in May's act.

                                   MEGAN
                         Not on my bed, you're not!

                                   MAY
                         Why not?

                                   MEGAN
                         Because the last time you did that
                         to someone it ruined everything on
                         the bed.

               Brianna's eyes are large as saucers as she glances back and
               forth between Megan and May.

                                   BRIANNA
                         Look, I can join you. I'll even
                         sign a contract in my own blood if
                         I have to. Just please don't erase
                         my brain.

               Megan smiles but turns to hide her face. May turns around so
               Brianna can't see she's about to break out laughing.

                                   MEGAN
                         Do we have any of those contracts
                         people sign in blood, May?

                                   MAY
                         I don't know. I'll have to go
                         check.

               May pulls crown from head, GLOW DISSIPATES. She hurries from
               the room closing the door behind her. Megan starts for the
               door. Looks back, points at Brianna.

                                   MEGAN
                         You just stay put. If you leave,
                         you know we know where you live.

               Megan goes out the door closing it behind her.



               INT. MEGAN'S HOUSE - BATHROOM - DAY

               Megan finds May in the bathroom laughing uncontrollably.  The
               crown lays on the sink.

                                   MAY
                         I can't help it. This is by far the
                         best prank we ever pulled on
                         Brianna.

                                   MEGAN
                         I agree. There's just one problem.

                                   MAY
                         What's that?

                                   MEGAN
                         She saw us beam into that room and
                         she's going to want --

                                   MAY
                         -- A contract to sign in blood! I
                         know, but I think we are fresh out.

                                   MEGAN
                         No, she's going to want an
                         explanation... Oh give me that!
                             (grabs crown from sink)
                         You're not to be trusted with this
                         thing.

               Megan looks at May and shakes her head. She starts to leave
               the bathroom when May suddenly snaps out of it.

                                   MAY
                         Megan, Brianna is not our friend.
                         Don't ever forget that.

                                   MEGAN
                         What do you want me to do, erase
                         her brain?

                                   MAY
                         Can you?

               Megan leaves closing the door behind her.



               INT. MEGAN'S HOUSE - HALLWAY - DAY

               Megan stops at her door.  She sighs.

                                   MEGAN
                         What am I going to do now?



               INT. MEGAN'S HOUSE - BEDROOM - DAY

               Megan enters. Brianna is still on the bed.

                                   BRIANNA
                         Please don't erase my brain. I
                         might need it someday.

                                   MEGAN
                         Brianna, we don't want to hurt you
                         but you're not the best at keeping
                         secrets.

                                   BRIANNA
                         I won't tell. I promise. If I join
                         you then I can't tell, right?

                                   MEGAN
                         We are dealing with some very bad
                         people. Some of them are cold
                         blooded killers.

                                   BRIANNA
                         Killers?

                                   MEGAN
                         Yeah. Real sleaze bags. And they're
                         sending some bad men to pay your
                         friend Bob Colgon a visit.

                                   BRIANNA
                         Bob?

                                   MEGAN
                         It seems he has a crystal they
                         want.

                                   BRIANNA
                         The alien crystal?

                                   MEGAN
                         I guess. I thought it was just a
                         glass paper weight.

                                   BRIANNA
                         No, Megan.  That's a real alien
                         thing.  Bob took that from the
                         aliens who abducted him.

                                   MEGAN
                         You mean it's true?

                                   BRIANNA
                             (nodding)
                         You can't let anything bad happen
                         to Bob.  He's my friend and that
                         crystal he has may be the only
                         proof we have that aliens exist.

                                   MEGAN
                         Don't worry, I'll think of
                         something.

                                   BRIANNA
                             (eyeing the crown)
                         So can you fly?

                                   MEGAN
                         Yeah. But mostly we just beam
                         ourselves from one place to
                         another.

                                   BRIANNA
                         Bend steel with your bare hands?

                                   MEGAN
                         I've never tried that.

               Megan looks around the room and spots a hairbrush on dresser.

                                   MEGAN
                         Here, check this out.

               Megan puts the crown on. JEWELS GLOW. WHITE GLOW moves over
               her.  She points at the hairbrush. 
               The HAIRBRUSH FLOATS across the room to Brianna where she
               takes hold of it.  Door opens. May returns.

                                   MEGAN
                             (May)
                         Feeling better?

                                   MAY
                         It was a close one. Oh, and I
                         couldn't find any of those
                         contracts.