Carnivore
                                       "CARNIVORE"

                                            by

                            Larry Wachowski and Andy Wachowski

                                        UNPRODUCED



               FADE IN:

               EXT. CITY STREET - NIGHT

               Dream-like tides of shadow swirl around the wet phosphorescent 
               streetlights that glow dimly in a desolate urban intersection.  
               It is Fall; the misty breath of winter rises up through the 
               sewer grates.

               Huddled in a small doorway is a figure swaddled in darkness.

               We hear footsteps, expensive shoes clicking against the 
               pavement in a brisk city gait.

               The figure stirs.

               A well dressed man passes the doorway as the figure raises 
               its head. It is Kuru. Kuru is dressed in rags, his jet black 
               skin, including his face and bald head, is covered with blue 
               tattoos.

                                     KURU
                         Mister?

               His hand reaches for the shadows.

                                     KURU
                         Mister? You got a dollar, mister?

               The man ignores him as Kuru rises behind him.

                                     KURU
                         Mister -- mister, please. I'm hungry.

               Walking even faster, the man continues past Kuru as he strides 
               into the street against the blinking "Don't Walk" sign.

                                     KURU
                         Mister? Mister? Hey -- Mister!

               A horn explodes as a car booms past, almost hitting the man. 
               He shrieks.

               Kuru's laughter echoes from the dark.

               The man looks back but Kuru is gone. He scurries across the 
               street toward the layered concrete parking garage.

               Dead red neon causes the vertical sign to read: RAGE.

               INT. GARAGE STAIRWAY - NIGHT

               The man climbs quickly, the metal stairs ringing, "thoom, 
               thoom, thoom."

               As he reaches his level, a whisper floats up from the garage's 
               concrete bowels.

                                     KURU
                         ...mister.

               The man looks over the railing but sees only shadow. He then 
               turns and pushes through the door.

               INT. PARKING GARAGE - NIGHT

               The grey garage is damp and cold, every sound echoing as 
               though it were inside a whale.

               Nervous, the man hurries toward the only car on the level, 
               his red SAAB. He digs out his keys and hits the remote alarm 
               disarm.

               Far away, we hear a rattling metal sound.

               The man reaches the car groping for the door handle as the 
               rattling draws closer.

               He jumps into the car, locking the door and jams the key 
               into the ignition.

               Suddenly, a baseball bat arcs down so that the twisting of 
               the key seems to shatter the windshield. The explosion of 
               glass becomes --

               INT. DINER - NIGHT

               The crash and tinkle of dirty plates being thrown into a bin 
               by a busboy clearing them from the table of an old diner.

               Once the table is cleared by the quick automatic hands, the 
               busboy wipes it down with a grey rag.

               He then places a setting. A napkin. A fork and a spoon. A 
               knife. The utensils are heavy duty stainless steel. The knife 
               is flat like a butter knife but the end is serrated and sharp 
               enough to cut meat.

               We hold on the empty setting as if we were sitting at the 
               table waiting to be served.

               John Bunyan throws his backpack into the booth and sits down 
               at the empty setting.

                                     JOHN
                         Man, I'm starving.

               John is a friendly looking fellow whose simple expression of 
               awe and behind-the-times wardrobe immediately places him as 
               new to the city.

               The waitress steps over to the table. John smiles.

                                     JOHN
                         Hi there.

               She stands, pencil to pad, waiting for his order.

                                     JOHN
                         How are you tonight?

               She sighs.

                                     WAITRESS
                         My feet hurt, my back is killing me 
                         and I smell like a hamburger. Now 
                         what can I get you?

                                     JOHN
                         Let me see here.

               He runs his finger down the menu, not the items, but the 
               prices.

                                     JOHN
                         I'll have the hamburger special.

                                     WAITRESS
                         To drink?

                                     JOHN
                         Water is fine.

                                     WAITRESS
                         Let me give you some advice, country. 
                         When in Rome, do like the Romans, 
                         okay?

               She leaves.

               John takes out twenty dollars from a small compartment in 
               his backpack, then zips it back up.

               In the background, there is a commotion that swallows the 
               normal diner noise. John turns and we follow his gaze to a 
               far booth where a man and a woman are having an argument.

               Ophelia is a young, attractive woman who is uncomfortably 
               overdressed, expecting to be in a more formal restaurant.

               Her date, Roman Links, has the face of a weasel. His hair is 
               slicked back into a ponytail and he is also overdressed but 
               quite comfortable.

               He holds up his hamburger to her mouth, trying to get her to 
               taste it.

                                     OPHELIA
                         No! You know I don't eat red meat!

                                     LINKS
                         It ain't fucking red! Look at it! 
                         It's brown. Just try it!

                                     OPHELIA
                         No!

               Links slaps the burger down.

                                     LINKS
                         Shit. Why go out if you never try 
                         nothing?

                                     OPHELIA
                         You call this going out?

                                     LINKS
                         Oh, I'm sorry, this place ain't good 
                         enough for your highness.

               She tries to lower the argument.

                                     OPHELIA
                         I didn't mean that.

                                     LINKS
                         What the fuck difference does it 
                         make where you eat? All you ever 
                         want is a fucking salad. I take you 
                         to the fucking Ritz, you'd order a 
                         fucking salad.

                                     OPHELIA
                         You have no idea what I want.

               She snatches up her purse and coat.

                                     LINKS
                         You ain't going anywhere until you 
                         clean that plate.

               He snatches her by the wrist. She struggles, then grabs her 
               fork with her free hand.

                                     OPHELIA
                         Fuck you. Fuck your salad.

               She stabs him with the fork just hard enough to make him let 
               go. Before she can get out of the booth, he catches hold of 
               her hair, yanking her head down.

                                     LINKS
                         You foul-mouthed bitch.

               He forces her face in the plate of salad and cottage cheese.

                                     LINKS
                         Now eat it. Eat it!

               She screams, squirming free. Her face covered with food, 
               eyes burning and tearing, she runs for the nearest door, the 
               women's bathroom.

               Links calmly pushes the last over-sized bite of burger into 
               his mouth. He chews, glancing around.

               The diner is uncomfortably quiet.

               He sips the last of his coffee then politely dabs at his 
               mouth with his napkin before getting up.

               Links walks to the women's bathroom and lightly knocks on 
               the door.

                                     LINKS
                         Fifi? Open the door. It's Roman.

                                     OPHELIA (O.S.)
                         Leave me the fuck alone.

               He smashes open the door, goes inside and slams it shut.

               John looks around the room at the frozen employees and patrons 
               in the diner. Muffled behind the bathroom door, a sharp slap 
               is heard and Ophelia cries out.

               There is another loud slap.

               The diner is silent, listening.

               John stands and slowly walks toward the bathroom as the 
               waitress runs for the pay phone. At the door, John can hear 
               Links talking and Ophelia crying. He knocks.

               Links becomes quiet and John knocks again.

               The door swings open. Links has a huge black eye.

                                     LINKS
                         What the fuck?

                                     JOHN
                         I heard the woman crying.

                                     LINKS
                         Are you from another planet or 
                         something?

                                     JOHN
                         Why don't you leave her alone?

               Links' bony finger pokes John in the chest.

                                     LINKS
                         Why don't you do what you're supposed 
                         to do and mind your own fucking 
                         business.

               John shrugs, staring hard.

                                     JOHN
                         Too late now.

                                     LINKS
                         You got that right.

               Links throws the first punch but John blocks it, ramming a 
               fist into Links' gut.

               Links doubles over as John grabs him, spinning him out of 
               the bathroom, cocking another punch. He swings, mashing Links' 
               thin pointy nose, sending him sailing onto his back.

               Links scrambles to his feet, a wild man, hair splayed across 
               his bleeding face, and grabs a knife from the nearest table.

               Screaming, he rushes at John like an animal.

               John jumps back but the knife slashes open his forearm. His 
               hot blood speckles the bright white ceramic floor.

               John howls and lunges at Links, seizing hold of the knife 
               hand, knocking both of them to the ground. They thrash wildly 
               like dogs, Links even biting John, fighting for the knife 
               until --

               Ophelia stomps on Links' arm with her high heel and snatches 
               up the knife.

                                     OPHELIA
                         Stop it. Stop it, Roman!

               Both men recoil, standing. Links, his ears red hot, throws 
               back his hair.

                                     LINKS
                         This ain't over! This ain't over!

               He points at his bloody nose, staring at John.

                                     LINKS
                         I never forget. This dog's got a 
                         long memory! And you --

               He stabs a finger at Ophelia who is still holding the knife 
               over him.

                                     LINKS
                         Pay for your own fucking salads!

               They watch as he whirls, storming out of the diner. John, 
               suddenly conscious of his bleeding arm, groans.

                                     OPHELIA
                         Oh my god. You're really hurt.

                                     JOHN
                         It's okay, I think.

               His knees buckle a bit at the sight of so much of his own 
               blood and he sits at one of the chrome tables.

                                     JOHN
                         Maybe not.

               Ophelia digs out a handful of paper napkins from a dispenser 
               and presses them to his wound.

                                     OPHELIA
                         I can't believe this, I mean Roman 
                         is a little crazy but what you did, 
                         it was really... thank you.

               John looks up into her smiling face.

                                     JOHN
                         You're welcome.

                                     OPHELIA
                         You're not from around here, are 
                         you?

                                     JOHN
                         Just off the bus, actually. I didn't 
                         know it was that obvious.

               Ophelia looks up, suddenly uncomfortable that the eyes of 
               the diner have been on them the entire time.

                                     OPHELIA
                         Listen --

                                     JOHN
                         John. John Bunyan.

               He shakes her hand, using his left.

                                     OPHELIA
                         I'm Ophelia. We really need to get 
                         you to a doctor.

                                     JOHN
                         I don't really have the money. But 
                         I'll be alright.

                                     OPHELIA
                         Do you have someplace to stay? 
                         Relatives?

               He shakes his head.

               Ophelia looks at the clump of napkins, white soaking red.

                                     OPHELIA
                         Well, that arm is going to get 
                         infected if we don't take care of 
                         it.

               She thinks.

                                     OPHELIA
                         Come on.

               EXT. THE MISSION - NIGHT

               A cab pulls up outside the Mission.

               The Mission is an old stone building that had once been a 
               proud, magnificent landmark. It is now a squatting corpse; 
               with its boarded windows and crumbling brick work, it wears 
               an edifice of dark, urban decay.

               John follows Ophelia from the cab into the alley that runs 
               behind the Mission.

               EXT. THE ALLEY - NIGHT

               Ophelia pounds on the heavy steel side door.

                                     JOHN
                         What is this place?

                                     OPHELIA
                         It used to be something like a YMCA 
                         but it was condemned. A man named 
                         Rex Mundi somehow convinced the city 
                         to let him run a soup kitchen out of 
                         it.

               She pounds on the door again.

                                     OPHELIA
                         Granny? Granny?

                                     JOHN
                         Your grandmother's house?

                                     OPHELIA
                         No, her name is Gretchen, but she 
                         told me to call her Granny. She's 
                         the cook.

               From inside, we hear a faint, old voice.

                                     GRANNY
                         We're closed. Come back tomorrow.

                                     OPHELIA
                         Granny, wait. It's Ophelia. I have a 
                         friend here who's hurt, bleeding. I 
                         was hoping you could...

               After a long pause, a series of locks and bolts click and 
               slide before the door finally opens.

               Granny is a woman who looks impossibly old, thin, and wrinkled 
               as a willow tree but has the boundless energy of a child. 
               Her smile is a checkerboard of lost teeth gladly given for 
               the chocolate she constantly consumes.

                                     OPHELIA
                         Granny, this is John.

               Her gaze fixes immediately on the cut on his arm and her 
               eyes bulge.

                                     GRANNY
                         Oh, blood. Come in. Come in quick.

               She pulls them inside and the door slams shut. We hear the 
               locks and bolts snapping back into place.

               INT. MISSION DINING HALL - NIGHT

               The dining hall is a cavernous room that seems to have no 
               walls or a ceiling, only endless rows of cheap fold out tables 
               and chairs.

               Beneath nasal-humming fluorescent light, Granny sits hunched 
               over John's arm. Ophelia, leaning in, dabs at the wound with 
               a wet, bloody towel.

               Close on a large button hook as Granny pushes another stitch 
               through the flaps of skin. She then pulls, drawing the skin 
               together.

               John winces.

                                     GRANNY
                         Almost done. There. Just like sewing 
                         up a turkey --

               She wraps it with gauze as Ophelia hands her strips of tape.

                                     JOHN
                         Feels better already.

                                     GRANNY
                         Just bad enough for a nice scar and 
                         a good story.

               She winks at him.

                                     JOHN
                         I don't know how to thank you.

                                     GRANNY
                         Oh no, no -- Well --

               An idea slips into her mind and a smile creeps across her 
               face.

                                     GRANNY
                         Okay, how about a kiss?

               Ophelia laughs.

                                     OPHELIA
                         Granny!

                                     GRANNY
                         Oh, it's not like that. Just a sweet 
                         little thank you, that's all.

                                     JOHN
                         Uh, sure.

               Granny leans forward, her eyes closed, lips puckered.

               John puts a hand on her shoulder, leaning in, deciding to 
               close his own eyes. The moment is painfully slow to arrive 
               as they inch closer and closer until finally their lips touch.

               Granny pops back cackling with laughter. John laughs awkwardly 
               as she licks her lips, tasting the kiss.

                                     GRANNY
                         Yes, yes, very nice. Ophelia, you 
                         ought to give them a try.

               Ophelia looks up at John. There is a hint of something beyond 
               the smile on her lips.

                                     GRANNY
                         Now, can I get you kids something to 
                         eat, some chocolate, maybe? Sugar 
                         for the blood?

                                     OPHELIA
                         Actually, Granny, there was something 
                         else. I brought John here because 
                         he's new to the city and has nowhere 
                         to go.

               Granny is suddenly very uncomfortable.

                                     GRANNY
                         Oh, you'd really have to ask the 
                         boss about that.

                                     OPHELIA
                         Is Rex here tonight?

                                     MUNDI
                         At last, the fair Ophelia calls.

               They turn as Rex Mundi emerges from the black edges of the 
               room.

               Mundi is a dark featured man, tall and sinewy who forever 
               seems to be cast in shadow. His clothes have an antique 
               quality to them which includes a battered stove-pipe hat.

               He smiles, gliding across the room, his eyes riveted on 
               Ophelia.

                                     GRANNY
                         Rex, I thought you'd gone out.

                                     MUNDI
                         You know me, Gretchen. Always about.

               Mundi takes Ophelia's hand, holding it almost to his lips. 
               His face hovers over her, nostrils flaring, inhaling the 
               scent of her soft skin. Then, ever so delicately, he kisses 
               it.

                                     MUNDI
                         To what do we owe this savory 
                         surprise? Tell me, how is Ms.  
                         Shelley?

                                     OPHELIA
                         She's good. I'll tell her you say 
                         hello.

               Mundi nods.

                                     OPHELIA
                         The reason I'm here, Rex, is for my 
                         friend, John Bunyan. He's looking 
                         for a job, a place to stay, anything.

               Ophelia gestures to John but Mundi does not look away from 
               her.

                                     GRANNY
                         You did promise me a dishwasher, 
                         Rex.

               Mundi considers this, turning, appraising John. He notices 
               the bright, white gauze bandage and the small spot of blood 
               seeping through.

                                     MUNDI
                         Are we running an animal shelter 
                         now, Gretchen? Taking in every wounded 
                         stray?

                                     OPHELIA
                         I brought him here, Rex. It's my 
                         fault. He was hurt because he helped 
                         me. This is all I could think of.

               Mundi watches John.

                                     MUNDI
                         The city is full of cheap hotels.

                                     OPHELIA
                         He doesn't have much money.

                                     MUNDI
                         Then why not bring him home?

               Ophelia doesn't know how to answer, leaving an awkward 
               silence.

                                     JOHN
                         Listen, it's okay. I don't need any 
                         charity.

                                     MUNDI
                         I am not offering charity. Charity 
                         has no place here.

                                     JOHN
                         I thought this was a soup kitchen.

                                     MUNDI
                         Oh it is. But it is not run out of 
                         charity. There is a bargain, a 
                         contract if you will. I offer a bowl 
                         of stew in exchange for an appetite.

               John is confused.

                                     MUNDI
                         This is my mission, you see. To teach 
                         those that will listen that no one 
                         need ever be hungry.

               He has a voice that seems to weave the words around his 
               audience.

                                     MUNDI
                         Two percent of the world's population 
                         controls ninety percent of the world's 
                         wealth. It sounds obscene, doesn't 
                         it? Yet if you were to meet one of 
                         the two percenters you would find 
                         them quite at ease with it. How do 
                         they do it?

               His black eyes flash like the spinning watch of a hypnotist.

                                     MUNDI
                         What is it that they whisper to 
                         themselves when they open a closet 
                         full of fur coats, or a garage full 
                         of sports cars? How do they justify 
                         the consumption of so much while so 
                         many have so little? It is painfully 
                         simple. They may equivocate, they 
                         may obfuscate, but deep down the 
                         rich know exactly what I know. They 
                         know that this world is cruel, it is 
                         unfair and uncaring and its single 
                         guiding principle is dog eat dog.

                                     OPHELIA
                         Gee, you're as cheery as ever, Rex.

                                     MUNDI
                         Perhaps I should apologize for my 
                         candor.

                                     JOHN
                         Not necessary.

                                     MUNDI
                         In that case, would it be a fair 
                         question to ask you what brought you 
                         to our vanity fair?

                                     JOHN
                         Your what?

                                     MUNDI
                         To the big city?

                                     JOHN
                         Oh, just looking for a job.

                                     MUNDI
                         Is that all? You seek nothing but a 
                         paycheck? You have no dreams? No 
                         aspirations?

                                     JOHN
                         Well... no. I like to cook, I hope 
                         one day to open a restaurant.

                                     MUNDI
                         Ahh, ambition. That is something I 
                         can understand. Understand the dreams 
                         and you understand the man. Would 
                         you agree with that?

                                     JOHN
                         Yeah, I think so.

                                     MUNDI
                         Let me tell you, Mr. Bunyan, that I 
                         am many things to many people but I 
                         am first and always a pragmatist. My 
                         mission is growing and Gretchen 
                         reminds me that I am in need of hands. 
                         I can offer you the bedroom above 
                         the kitchen and all of Gretchen's 
                         stew you can eat in exchange for... 
                         your hand.

               John is surprised by the offer, Mundi extending his hand.

                                     MUNDI
                         We have a deal?

                                     JOHN
                         We have a deal.

               They shake left hands.

               Behind them, the door to the dining room opens and clangs 
               shut. For a moment, silhouetted against the kitchen's light 
               we see a very large man.

                                     MUNDI
                         Ah, Kuru. Come, someone for you to 
                         meet.

               Kuru moves into the room and when he reaches the light, we 
               see that it is the man with the blue tattoos.

                                     MUNDI
                         Kuru, this is John, our new hand.

               Kuru ignores John, whispering something in Mundi's ear.

                                     MUNDI
                         I must be off. Business. Granny will 
                         show you the room, John. Ophelia --

               He tips his hat.

                                     MUNDI
                         It is always a pleasure.

               Together, Kuru and Mundi leave.

                                     GRANNY
                         I'll go find you some bedding, John. 
                         Bye now, Ophelia. Don't be such a 
                         stranger.

               Ophelia and John are alone again.

                                     OPHELIA
                         I should be going too.

                                     JOHN
                         Listen, do you think -- I mean, would 
                         you mind --

                                     OPHELIA
                         Would you like my phone number?

                                     JOHN
                         Yes. Very much, yes.

               She hands him a business card she already had in her hand.  
               It reads: Slimage Surgicenter.

                                     OPHELIA
                         It's where I work. I wrote my home 
                         number on the back. Call me.

                                     JOHN
                         I will.

               He watches her leave then regards his increasingly throbbing 
               arm, the spot of blood growing wider.

               INT. JOHN'S BEDROOM - NIGHT

               John stands in the door frame of the small, dark room.

               It is bare of furniture except for a twin-sized metal framed 
               bed and a broken chair. A layer of dust covers the floor 
               like moss. A naked bulb hangs above John's head.

               He tugs on the pull chain but the bulb is burned out.

               INT. JOHN'S BATHROOM - NIGHT

               John throws a wall switch and a buzzing strip-light flickers 
               on. Cancerous spots of mildew grow everywhere on the dirty 
               tub, shower curtain and tile.

               John urinates and flushes the toilet. Then, leaving the light 
               on, he edges back into his bedroom.

               INT. JOHN'S BEDROOM - NIGHT

               John sits on the bed, the metal springs shrieking beneath 
               his weight. He takes off his shoes and lays back, pulling 
               the single blanket over him.

               After a long beat, we begin to become aware of faint noises 
               from deep within the building; pipes groaning, the distant 
               hiss of a radiator. It is though the building were trying to 
               digest something.

               John twists, turning away from the sounds.

               INT. APARTMENT STAIRWAY - NIGHT

               Crouched in the shadow behind the banister, Roman Links 
               squats, hiding, watching Ophelia's door from the landing 
               above. His breathing is labored, open-mouthed as both nostrils 
               are stuffed with wads of bloody congealing cotton.

               Below, the lobby door opens and closes.

               Links presses against the spindles to watch as Ophelia climbs 
               the stairs and crosses to her apartment.

               Silently, he descends the stairs, creeping towards her as 
               she pulls out her keys and unlocks the door.

               A stair creaks.

               Ophelia looks back over her shoulder and sees Links. She 
               screams as he lunges, grabbing at her coat but she rips free 
               of him, squeezing through her apartment door and locking it 
               behind her.

                                     LINKS
                         Fi! Let me in!

               He pounds on the door.

                                     OPHELIA
                         What do you want? What are you doing 
                         here?

                                     LINKS
                         I didn't mean to scare you, Fifi. 
                         I'm really sorry about what happened.

               He leans against the door, mock pouting.

                                     LINKS
                         I went a little crazy, that's all. 
                         Please, Fi, open the door. I need 
                         you.

                                     OPHELIA
                         What happened to, "Buy your own 
                         fucking salads?"

                                     LINKS
                         You know I love it when you use that 
                         word.

                                     OPHELIA
                         Yeah? Then fuck off!

               Ophelia feels the steel dinner knife still in her pocket.

                                     LINKS
                         Bitch.

               She rips out the knife, holding it up as if to stab him.

                                     OPHELIA
                         Don't call me that!

                                     LINKS
                         Fifi in heat.

                                     OPHELIA
                         You little prick.

                                     LINKS
                         Fifi -- Come!

                                     OPHELIA
                         Goddamn you!

                                     LINKS
                         Good poodle.

                                     OPHELIA
                         Stop it!

                                     LINKS
                         Pretty poodle.

               She screams, jamming the knife into the door. An inch of the 
               blade splinters through, just missing Links' neck.

               Links steps back, laughing.

                                     OPHELIA
                         I'm calling the police.

                                     LINKS
                         I saw you leave with that guy. I saw 
                         you take him to that flophouse.

                                     OPHELIA
                         What? You were following me?

               He pulls out a small plastic folder that is labeled "Master 
               series 1001-2001." Inside are five skeleton keys of which 
               Links draws the first.

                                     LINKS
                         It's killing me, Fi. Just thinking 
                         about you and somebody else. It's 
                         eating me up.

               She hears the first key go into the lock. The lock jiggles 
               as he twists it back and forth but it does not open.

               He rips the key out, pulls another and jams it in. Ophelia 
               backs away as he works it against the lock.

               Another key is pushed in, its teeth fighting tumblers.  
               Ophelia yanks the knife out of the door.

                                     OPHELIA
                         Roman!

                                     LINKS
                         I need you, Fifi.

               He slides out the last key.

                                     LINKS
                         You're mine. My Fifi.

               He shoves it in, the teeth sawing into the keyhole.

                                     OPHELIA
                         Roman!

               The lock clicks and the door floats open, stopping lightly 
               against the chain lock. Ophelia holds her breath.

               After a beat, she hears his footsteps fade down the stairs.

               Ophelia leans against the door, still clutching the knife.

               INT. JOHN'S BEDROOM - NIGHT

               John sits up in his bed, hair heavy with sweat stuck to the 
               side of his head. Dehydration carries him to the plip, plip, 
               plipping bathroom sink.

               As he rises, we see that his sheets are soaked with blood.

               INT. BATHROOM - NIGHT

               John squints at his bleary eyed reflection, turns on the 
               water, and reaches for a glass.

               The glass is knocked from the sink top and shatters on the 
               floor.

                                     JOHN
                         Oh great --

               John looks down and immediately sees why he broke the glass.

               Where his hand had been is now a bloody, bandaged stump.

                                     JOHN
                         Oh god! My -- My hand! Where's my 
                         hand?!

               INT. JOHN'S BEDROOM

               His body heaving in panic, John searches frantically around 
               the room, under the bed, behind the radiator.

                                     JOHN
                         Where is it? Oh god, not my hand.  I 
                         need that!

               He turns for the hall.

               INT. KITCHEN

               John finds Rex Mundi in the gleaming steel and tile kitchen 
               making himself a sandwich.

                                     JOHN
                         Rex!

               Mundi smiles warmly from behind a mountain of strange 
               condiments, meats, and produce.

                                     MUNDI
                         Hello, John. Care to join me in a 
                         midnight snack?

               Mundi drags a serrated knife across a loaf of French bread.

                                     JOHN
                         No, Rex. My hand -- Look! My hand!

                                     MUNDI
                         Oh my, I see.

                                     JOHN
                         Someone -- Someone stole my hand. I 
                         woke up and it was gone!

               Mundi butters the two long slices of bread with clumpy wads 
               of mayonnaise, licking his fingers, chuckling slightly.

                                     MUNDI
                         Relax, John, relax. Can't you see 
                         you're only dreaming?

               John stares, confused.

                                     JOHN
                         What? Then -- then this isn't real?

               Mundi begins to pile things onto his sandwich.

                                     MUNDI
                         Real? Oh no, John. I didn't say that. 
                         Dreams are more real, more true than 
                         life itself.

               He looks up.

                                     MUNDI
                         They are the sum of us, John. Secrets 
                         whispered while we slumber, revealing 
                         who we are. And are sometimes all 
                         that we are.

               Mundi returns to fixing his snack.

                                     MUNDI
                         You say you are missing something. 
                         Your innocence? Lost childhood, 
                         perhaps? Any sexual shortcomings of 
                         late?

               He smiles at John.

                                     MUNDI
                         Have you, maybe John, run off and 
                         sold your soul to the devil?

               John begins to feel a sickness in his stomach.

                                     MUNDI
                         Perhaps, though, the answer is a 
                         more literal one.

               Mundi closes the top of his sandwich.

                                     MUNDI
                         A hand which is a sandwich turns a 
                         man into a meal.

               He lifts the sandwich and John sees his hand between the two 
               pieces of bread.

                                     MUNDI
                         Care for a bite?

               He takes a huge bite.

               INT. JOHN'S BEDROOM

               John's eyes crack open. He rubs his hand, then his face.

                                     JOHN
                         What happened to counting sheep?

               He rolls over.

               INT. MISSION KITCHEN - DAY

               Close as a pile of raw liver drops into a deep metal pot 
               sizzling with onions and yellow fat.

               Granny stirs the reddish brown meat into the mixture, then 
               ladles in another cup of melted fat. As the steam blossoms 
               up, she inhales deeply.

               INT. JOHN'S BEDROOM - DAY

               John, still asleep, begins to smell Granny's cooking wafting 
               up through the floorboards. The smell is suffocating, as if 
               his mouth were suddenly stuffed with liver and onions.

               His eyes pop open.

               INT. MISSION KITCHEN - DAY

               Granny pours a mound of salt into her hand and begins to 
               sprinkle it into the pot when John, stiff and disheveled, 
               stumbles into the kitchen.

                                     GRANNY
                         Morning. Stomach got you up, did it?

               Granny scoops up a big spoonful.

                                     GRANNY
                         Liver and onions. Base for any good 
                         stew. It's real revitalizing.

               She offers the steaming meat to him, blowing on it between 
               her teeth.

               John swallows hard, trying to keep his stomach from turning 
               on him.

                                     JOHN
                         No thanks. Not just yet.

               She dumps it back into the pot.

                                     GRANNY
                         Suit yourself.

               They both turn as the basement door slams open and Otto enters 
               carrying a large sack of flour over his shoulder.

               Otto is the Mission's dwarf-like butcher. He is a terribly 
               wide man with enormous hands that he is constantly wiping on 
               his bloodstained apron.

                                     GRANNY
                         Oh John, this is Otto. He handles 
                         the goods and deliveries and does 
                         all of our butcher work.

               Otto wipes his hand before they shake.

               He lets the bag of flour drop to the ground and crosses back 
               to the basement door, giving John a friendly wink.

                                     JOHN
                         You butcher your own meat here?

                                     GRANNY
                         It's a lot cheaper that way.

               John watches as Otto shuts the basement door behind him. 
               After a beat, we hear the click of a lock snapping into place.

               EXT. THE MISSION - DAY

               John is wandering outside the building, exploring his new 
               surroundings. It does not look quite as ominous in the 
               sunlight.

               John turns, following a strange noise around back.

               EXT. ALLEY - DAY

               A large stray dog is chewing open some plastic garbage bags 
               piled near a dumpster.

                                     JOHN
                         Hey boy. Find anything good?

               As John edges closer, the dog looks up, revealing his large 
               canines.

               John freezes as the growl grows to a bark. The dog coils 
               ready to attack when the back door slaps open.

                                     OTTO
                         Hey!

               Otto rushes right at the dog.

                                     OTTO
                         Get out of here! Go on, get!

               The dog whines, bolting down the alley as Otto turns to John.

                                     OTTO
                         You alright? Didn't bite you, did 
                         he?

                                     JOHN
                         No.

                                     OTTO
                         Yeah, mostly they're alright, even 
                         friendly considering. But when they're 
                         hungry, you got to be careful.

               INT. MISSION KITCHEN - NIGHT

               Wearing heavy, yellow latex gloves, John scrubs the enormous 
               silver pot Granny had been cooking in earlier. There are 
               stacks of soup bowls beside him, perhaps three hundred of 
               them, already cleaned. John rinses the pot and racks it. It 
               has been a long night.

               He opens the door and sees the bowl of stew Granny left for 
               him. It is still hot.

               John smells it. It smells good. He dips a finger into it and 
               samples it. Surprised, it tastes very good.

               He grabs one of the newly washed spoons.

               INT. MISSION DINING HALL - NIGHT

               The only lit strip of fluorescent light hangs above the far 
               table where Granny sits, smoking a cigarette.

               John sits down with his bowl across from her.

                                     GRANNY
                         All done then?

                                     JOHN
                         It wasn't too bad. Those bowls were 
                         pretty clean.

               She smiles, nodding.

                                     GRANNY
                         They love every last drop.

                                     JOHN
                         Who are they?

                                     GRANNY
                         The poor. Homeless. Rex calls them 
                         the invisible people.

                                     JOHN
                         The same people every night?

                                     GRANNY
                         When we started, we had thirty to 
                         forty. Now we get two hundred.

               John spoons up his first taste of the stew. Granny watches 
               as he blows on it and slips it into his mouth.

                                     GRANNY
                         How do you like it?

               He chews a juicy piece of the meat, hot in his mouth.

                                     JOHN
                         It's good. It's really good.

               She seems as if she's about to start laughing.

                                     JOHN
                         What kind of meat is this? Veal?

                                     GRANNY
                         Whatever's donated. Veal, chicken, 
                         beef, lamb, rabbit even.

               John samples it again, trying to identify the different 
               ingredients.

                                     JOHN
                         Garlic, rosemary, basil. Lots of 
                         pepper but --

               He swishes the masticated stew over and around his tongue.

                                     JOHN
                         There's something I can't put my 
                         finger on.

               She smiles again.

                                     JOHN
                         What else is in it?

                                     GRANNY
                         Oh, a little bit of everything.

                                     JOHN
                         Come on, Granny. A secret recipe?

                                     GRANNY
                         Everyone's got a secret.

                                     JOHN
                         I don't have any secrets.

                                     GRANNY
                         You do. You just can't keep them to 
                         yourself.

               Granny stares off into the dark edges of the room, exhaling 
               a cottony cloud of smoke. John's chewing fills the silence.

               He looks up.

                                     GRANNY
                         I remember when I came to this city. 
                         I was young and poor with little 
                         ones.

                                     JOHN
                         You had kids?

                                     GRANNY
                         A long time ago, Rex helped me. Like 
                         he helped you.

               She smiles her checkerboard smile.

               John fills his spoon with a big chunk of the stringy stew 
               meat, but stops remembering something.

                                     JOHN
                         Oh, Granny, do you think you could 
                         loan me a quarter? I'm good for it.

               INT. OPHELIA'S BEDROOM - NIGHT

               Ophelia, in bed, awakes and reaches to answer the ringing 
               phone.

                                     OPHELIA
                         Hello?

                                     JOHN
                         Ophelia? Hi, it's John.

               John leans against the wall, talking on an old rotary pay 
               phone.

                                     OPHELIA
                         John?

                                     JOHN
                         Um, yeah. We kind of met the other 
                         night...

               Ophelia sits up, rubbing her eyes.

                                     JOHN
                         Over dinner.

               She smiles.

                                     OPHELIA
                         Oh, hi. How are you? How's your arm?

                                     JOHN
                         It's okay. Uh, did I wake you? I can 
                         call another time.

                                     OPHELIA
                         No, no, it's okay. You saved me again, 
                         actually.

                                     JOHN
                         Huh?

                                     OPHELIA
                         I was -- I was having the weirdest 
                         dream.

                                     JOHN
                         You too, huh? I think I'm punishing 
                         myself for not getting a chance to 
                         thank you properly.

                                     OPHELIA
                         Oh really? I think I should be 
                         thanking you.

               He smiles.

                                     JOHN
                         Okay. Then thank me by letting me 
                         cook you dinner.

               She laughs.

                                     OPHELIA
                         Sounds easy enough.

                                     JOHN
                         Tomorrow? Nine o'clock?

                                     OPHELIA
                         Do you mind if it's vegetarian?

                                     JOHN
                         How could I forget that?

                                     OPHELIA
                         Tomorrow then.

               He lingers, savoring her goodbye.

                                     JOHN
                         Bye.

               He hangs up, a grin spreading wide on his mouth.

               EXT. CITY STREET - NIGHT

               We race with a pounding roar of drums, down an empty street, 
               around a corner and into a parking lot.

               Faster and faster we glide across the cracked concrete which 
               is awash in the bright overhead kliegs toward the only car 
               in the lot, a red Mercedes.

               We circle around the car, the drums at their most fevered 
               pitch and we see the driver's door open, the window smashed.

               It hangs open, the only sound is the whining electric warning 
               that the keys have been left in the ignition. On the car 
               seat, we see a splintered broken gold inlay cane.

               EXT. PARK STREET - NIGHT

               The whine becomes the metal squeak of a broken shopping cart.

               A small figure pushes the cart which is piled high with green 
               garbage bags down a deserted sidewalk, a cigarette hanging 
               between her wrinkled fingers.

               Close on the broken wheel as blood trickles from the dark 
               load down the chrome frame.

               INT. JOHN'S BATHROOM - NIGHT

               A steady rhythm of droplets drip from the leaping faucet 
               against the soft echoing digestive sounds from the building's 
               pipes.

               INT. JOHN'S BEDROOM - NIGHT

               John, unable to sleep, rolls up from his bed in frustration.

               INT. MISSION KITCHEN - NIGHT

               The refrigerator door opens, frigid light spilling into the 
               dark kitchen.

               Inside, there is a massive bowl of raw meat. John groans. He 
               turns, reaching for a cupboard but pauses when he notices 
               the basement door is ajar.

               With one hand, he gently pushes and it creaks open. Down the 
               uneven steps, he can make out a light at the bottom.

                                     JOHN
                         Otto?

               He steps down.

                                     JOHN
                         Otto, are you down here?

               He looks around, then starts down the stairs.

               INT. BASEMENT - NIGHT

               It is the old men's locker room. Except for a sparse few 
               hooded electrician's lamps hung from the web of pipes 
               overhead, it is dark.

               John slowly moves into the labyrinth of rusting metal lockers. 
               The red paint, cracked and peeling, covers the locker doors 
               like frozen flame.

               He creeps down the aisles past a bank of old salvaged 
               refrigerators and freezers most of which are wrapped and 
               padlocked with heavy iron chains.

               INT. WORKSHOP - NIGHT

               On the pegboard, behind a six foot chopping block, John sees 
               various butchering tools; hacksaws, curved bone saws, and 
               rows of glinting, metal cleavers and paring knives.

               An old white radio with a bent hanger for an antenna sits on 
               a workbench beneath the peg board, its knobs crusty with 
               smears left by bloody fiddling fingers.

               A layer of sawdust covers the floor, much of it clumped 
               together with dried blood.

               On a coat hook, John sees Otto's apron.

                                     JOHN
                         Otto?

               At the end of the room a dirty, clear plastic curtain hangs 
               in front of what appears to be the showers.

               He edges toward it and slides back the curtain. The room is 
               pitch black.

               INT. THE SHOWERS

               After a moment, John finds the pulls chain for the naked 
               bulb.

               In the center of the room, hanging from the ceiling are 
               several blood encrusted meathooks. Web-like cracks have formed 
               in the large tiles and green furry mold grows in the grout 
               lines. Near the door, John sees a pair of black, heavy rubber 
               boots.

               The room reeks of rot. John catches the odor from an old 
               metal pail and mop in the corner of the room.

               Grabbing hold of the wooden handle, he lifts the mop from 
               the pail, covering his nose.

               There is a nasty wet, sucking noise as the tangled mop strings 
               separate from the scum at the bottom. In the light, he sees 
               the mop is caked with thick, red-brown gore.

               Sickened, he drops it back into the bucket, then turns 
               suddenly, hearing something from the kitchen.

               John rushes for the stairs.

               INT. MISSION KITCHEN - NIGHT

               John slips up from the basement.

               Mundi stands in the open back door, looking out, a silhouette 
               against the alley flood lights. From outside, we hear low, 
               animal-like growling.

               Mundi reaches to the counter where there is a small pile of 
               meat in unwrapped butcher brown paper. He takes a piece of 
               red meat and tosses it outside.

               We hear something scarf it up as John silently backs out 
               through the stairwell door.

               Mundi smiles almost imperceptibly as he tosses another chunk 
               of meat out.

                                     MUNDI
                         Good boy. Good boy.

               In the alley, we can make out the unmistakable forms of 
               several naked men and women, hunched protectively over the 
               meat. As they devour it, their bare skin glows sickly under 
               the yellow alley light.

               INT. SLIMAGE SURGICENTER - DAY

               Close on a white Persian cat, purring as it is stroked and 
               scratched by a woman with long, red nails.

               Ms. Sedier is an extremely wealthy, older woman sitting alone 
               in the clinic's waiting room. Nestled in a chair with her 
               mink coat over her shoulders, she seems very much like her 
               over-fed cat who sits in her lap.

               The clinic is stylishly furnished; a cross between a modeling 
               agency and a nautilus health club.

               Ophelia enters from her receptionist's office, smiling 
               brightly, carrying a clipboard.

                                     OPHELIA
                         We're almost ready, Ms. Sedier. I 
                         just need you to sign a few more 
                         things.

               She sits in the chair next to Ms. Sedier, pointing out the 
               lines that require a signature.

                                     OPHELIA
                         That's a beautiful cat.

                                     MS. SEDIER
                         Felicity.

                                     OPHELIA
                         Here and here.

               Ms. Sedier continues to sign.

                                     MS. SEDIER
                         They say that animals love 
                         unconditionally. No matter what I 
                         did or what I looked like, Felicity 
                         will always love me. Do you have a 
                         pet, Ophelia?

                                     OPHELIA
                         No, Ms. Sedier.

                                     MS. SEDIER
                         Everyone should. Do you know Mrs.  
                         Kovit? She has a Pekinese. She feeds 
                         it caviar. Can you imagine?

               She hands the clipboard back to Ophelia.

                                     MS. SEDIER
                         Don't you find it funny that some 
                         pets live better than some people?

               Ophelia doesn't know how to answer.

               In the background we hear a noise coming through the walls 
               from another room in the clinic. It is a high-pitched whine 
               like that of a vacuum cleaner.

                                     OPHELIA
                         Well, I think we're ready. Would you 
                         follow me, please?

               She leads the older woman through a series of doors to --

               INT. SHELLEY M. PERDUE'S OFFICE - DAY

               Ophelia opens the door allowing Ms. Sedier to enter. Through 
               the opening we see Shelley M. Perdue rising from her desk, 
               moving to greet Ms. Sedier.

               Shelley M. Perdue is a mature looking woman, unnaturally, 
               cosmetically perfect. Everything about her is slick with 
               glamour magazine gloss.

                                     SHELLEY M. PERDUE
                         Evelyn, it's so good to see you again.

               They embrace as Ophelia is about to close the door.

                                     MS. SEDIER
                         Did you ask her?

                                     SHELLEY M. PERDUE
                         Oh, Ophelia, of course you know Ms.  
                         Sedier is here for a treatment, but 
                         she's a bit nervous after the last 
                         one and she asked if it would be 
                         possible to have Felicity nearby.

               She is moving closer to Ophelia.

                                     SHELLEY M. PERDUE
                         I spoke with Dr. Manno and he said 
                         that it would not be a problem so 
                         would you be a dear and hold the 
                         kitty-cat? You know I would myself 
                         if it wasn't for my allergy.

               Ophelia does not want to do it. Shelley M. Perdue takes hold 
               of her arm.

                                     SHELLEY M. PERDUE
                         It won't take long and I'll mind the 
                         front desk. I really do appreciate 
                         this and so does Ms. Sedier.

               She smiles, her teeth sharp and pearly white.

               Ophelia looks at Ms. Sedier and her cat.

                                     MS. SEDIER
                         We hate to be apart.

               INT. CLINIC OPERATING ROOM - DAY

               Ms. Sedier is laying on the table, surrounded by several 
               nurses and the cosmetic surgeon, all dressed in white and 
               wearing masks.

               Everything in the room looks sterile and crowded with high 
               tech machines attached to stainless steel cables and hoses.

               Chrome-plated scalpels and other operating instruments are 
               spread neatly like a dinner setting.

               Ms. Sedier is wearing a small hospital gown that leaves her 
               lower buttocks and legs exposed. Her flesh is moon-white 
               except for her face which is still covered with make-up.

               Ophelia, cradling the cat, watches from nearby as the 
               operation begins.

               We hear again the whirring of the vacuum clearer but now it 
               is very loud.

               Ophelia sees the large clear container of the liposuction 
               machine as it begins to fill with white, viscous wads of 
               cellulite.

               INT. MISSION KITCHEN - NIGHT

               A large hunk of butter is thrown into a heavy skillet and 
               begins to melt. John flashes a large knife over an onion, 
               doing his best Benny Hana imitation.

               He carries his cutting board over to the large skillet and 
               scrapes the various vegetables into the hot, melted butter. 
               As he turns up the burner, he looks at the clock. It reads 
               7:30pm.

               INT. JOHN'S BATHROOM - NIGHT

               John steps from the shower, drying himself in the swirling 
               steam and moves toward the sink to shave.

               He wipes a circle in the fogged mirror and we see his face 
               lathered with shaving cream. Dragging a cheap disposable 
               razor across his cheek, he nicks himself.

               Close on the blood as it trickles down the white shaving 
               foam.

               He touches the blood. There is something about it. The 
               redness. Something he has never noticed before.

               Slowly, John brings his fingers up to his nose. Then to the 
               tip of his tongue.

               He looks up at his reflection as though his name were just 
               called. The steam has refogged the mirror somewhat, his image 
               blurred.

               INT. MISSION KITCHEN - NIGHT

               Steam wisps up from a rich burbling spaghetti sauce.

               There is a soft knock on the back door, John throws it open.

                                     OPHELIA
                         I'm so sorry I'm late.

                                     JOHN
                         What? Oh no, no. You're... perfect.

               She smiles from the bottom step.

                                     OPHELIA
                         I'm starving.

                                     JOHN
                         Good. Everything tastes better when 
                         you're hungry.

               He takes her hand, leading her in and closes the door.

               INT. MISSION DINING HALL - NIGHT

               John and Ophelia walk towards the far dining table.

               It is romantically set, including candlelight. The candles, 
               propped up in tin cans, lean at strange angles.

                                     OPHELIA
                         John, this is so nice.

               He helps her into a chair and lifts a large jug of wine to 
               fill their glasses.

                                     JOHN
                         Only the freshest wine for the lady.

               She looks at the cans and laughs, finding them terribly cute.

                                     JOHN
                         It's the best I could do on my budget.

                                     OPHELIA
                         Oh no, no. They're perfect. Everything 
                         is.

               Close on a candlestick as it suddenly begins to collapse, as 
               though superheated, time-lapsing into a melted, multitiered 
               globular pool of slag wax.

               Dinner is almost over. They are still nibbling at the tangle 
               of saucy red noodles on their plates. The wine bottle is 
               nearly empty and they both are feeling quite warm.

                                     OPHELIA
                         When I was little, I wanted to be a 
                         dancer. My mother sent me to a special 
                         school one summer. It was horrible. 
                         The instructor would weigh us every 
                         Monday in front of the entire class. 
                         Whoever weighted the most won the 
                         piggy prize and had to wear a little 
                         piggy nose for the rest of the week.

                                     JOHN
                         Yikes. That's pretty horrible.

                                     OPHELIA
                         Yeah, but in a way, I was grateful 
                         because I learned real quickly what 
                         dancing was all about. It wasn't 
                         tutus and ballerina shoes. It's a 
                         brutally competitive world where you 
                         learn to torture your body to survive.

                                     JOHN
                         And how long did that take to learn?

                                     OPHELIA
                         Eight weeks. One summer. Tutu buried 
                         in the closet. Never saw daylight 
                         again.

                                     JOHN
                         Wise woman.

                                     OPHELIA
                         Not wise enough. I went from wanting 
                         to be a dancer to wanting to be a 
                         model. Not a big difference. Took me 
                         much longer to figure that out. After 
                         high school, I came here to the city. 
                         I went to all the agencies. They 
                         liked me but everyone told me I needed 
                         "work." My nose, my chin, my breasts, 
                         my hips. They all needed work.

                                     JOHN
                         You mean surgery?

                                     OPHELIA
                         Yeah. That's how I met Shelley. I 
                         was about to get a nose job and I 
                         just broke down. I couldn't do it. 
                         She talked to me for a long time. I 
                         guess she liked me 'cause she offered 
                         me a job.

                                     JOHN
                         Do you like working there?

                                     OPHELIA
                         Sometimes it does feel like we're 
                         helping people. Other times... I 
                         don't know.

               She drains her glass and he refills it.

                                     OPHELIA
                         What about you? Have you always wanted 
                         to open a restaurant?

                                     JOHN
                         I don't think so. But I've always 
                         loved cooking.

                                     OPHELIA
                         Well, you are an incredible cook. 
                         Dinner was delicious.

                                     JOHN
                         Thank you.

                                     OPHELIA
                         Oh god, speaking of dinner, look 
                         what I found in my pocket the other 
                         day.

               She pulls out the knife from the diner.

                                     OPHELIA
                         I don't know why I kept it.

                                     JOHN
                         Uh no. I think my arm is having a 
                         flashback.

                                     OPHELIA
                         God, if what happened to you happened 
                         to me, I'd have been on the next bus 
                         back home.

                                     JOHN
                         No. I can't go home.

                                     OPHELIA
                         Why?

                                     JOHN
                         I'm from this small town. Total 
                         Hicksville. Unless you've been there 
                         you can't imagine it. Every day is 
                         the same. The people are the same. 
                         Nothing ever happens. Living there 
                         is like being dead. It's Night of 
                         the Living Dead, but it's night and 
                         day and night and day of the living 
                         dead.

                                     OPHELIA
                         What about your parents?

                                     JOHN
                         Living dead.

                                     OPHELIA
                         They can't be that bad.

                                     JOHN
                         My parents and I never really got 
                         along. We had a falling out when I 
                         was young.

                                     OPHELIA
                         How young?

                                     JOHN
                         Seven.

               Ophelia laughs, almost choking on a sip of wine.

                                     JOHN
                         I found this duckling with a broken 
                         wing so I decided to bring him home 
                         and take care of him.

                                     OPHELIA
                         Aw.

                                     JOHN
                         He was really my first pet. I took 
                         him everywhere which was funny because 
                         I'd always see my Dad come back from 
                         hunting and he'd have all these ducks 
                         hanging upside down from his belt. I 
                         figured that was the way you carried 
                         ducks. So I'd loop some string around 
                         his feet and hang him from my belt.

                                     OPHELIA
                         Didn't he bite you?

                                     JOHN
                         No, he would just fall back and his 
                         wings would spread loose and he'd 
                         dangle there until I let him down.

                                     OPHELIA
                         The poor thing.

                                     JOHN
                         It gets worse. We had a rule on our 
                         farm that no animal could have a 
                         name, for obvious reasons. But that 
                         duck was my best friend. So in secret 
                         I gave him a name. I called him Jesus.

                                     OPHELIA
                         Jesus?

                                     JOHN
                         I was just a kid. Anyway, after about 
                         a year, Jesus got nice and fat and 
                         one day when I came home from school 
                         and I smelled something cooking --

                                     OPHELIA
                         Oh no.

                                     JOHN
                         Oh yes. From then on I never liked 
                         school and I never trusted my parents.

                                     OPHELIA
                         That is so sad.

                                     JOHN
                         You know what the worst, the weirdest 
                         part of it is? I ate dinner that 
                         night.

                                     OPHELIA
                         You ate poor Jesus?

                                     JOHN
                         I had to. They made me. Even stood 
                         over me while I cleaned my plate. 
                         But Jesus sure did taste good.

               She studies him with the kind of intensity that is only 
               possible after consuming large quantities of alcohol.

                                     JOHN
                         What?

                                     OPHELIA
                         I'm trying to figure out why I'm so 
                         attracted to you since you don't 
                         have a hairy back.

                                     JOHN
                         You like hairy backs.

                                     OPHELIA
                         No, I hate hairy backs but I always 
                         seem to end up with men that have 
                         hairy backs.

                                     JOHN
                         What about hairy palms?

               She laughs.

                                     JOHN
                         I'm glad my back isn't hairy.

                                     OPHELIA
                         So am I.

               The urge to touch, to feel, to kiss is over-powering, 
               magnetically so, pulling them up from the table to each other, 
               their lips snapping tightly as they embrace.

               She tears open his buttoned shirt and reaches for his jeans.

               Every action seems to drive them farther, each desire leading 
               to another. He lifts her, sitting her on the table, right 
               where he had been eating. He pushes her dress up past her 
               thighs as she leans back on her hands, dizzy with alcohol.

               We watch her reaction, lit by the flickering candles, as he 
               pulls off her underwear. A smile creeps across her face, 
               then a short giggle.

                                     OPHELIA
                         He feeds me, then eats me.

               We see them from the dark edges of the room. Her thighs are 
               wrapped around his head when she suddenly feels a chill.

                                     OPHELIA
                         John, wait...

               He looks up over her leg. Looks around, then up at her. They 
               laugh guiltily as he lifts her up.

               We hold on the table listening to their laughter fade as 
               they run for the door.

               INT. SECOND FLOOR HALL - NIGHT

               Moving down the hall towards John's door, we hear the sound 
               of violent love making. It sounds almost bestial.

               The door opens, as the sounds rise to their most desperate 
               and wild and we see the lovers sound asleep, the sheets wound 
               about their naked intertwined bodies.

               But the wild animal sounds continue, as we move over the bed 
               to the open window. The sounds are coming from outside, rising 
               up from the alley.

               They grow more and more vicious, until --

               A scream.

               John lurches up.

               Ophelia stirs slightly, as he eases from her side and goes 
               to the window.

               Outside in the alley, he sees two stray dogs savagely fighting 
               over a large bone. White, against the dark fur of the dogs, 
               its strange shape catches John eye. It is a bone he has never 
               seen before.

               After a moment, he closes the window, shutting out the noise.

               EXT. THE CITY SCAPE - DAWN

               The sun has begun to rise.

               INT. OPHELIA'S APARTMENT - DAWN

               Ophelia enters, closing the door behind her. She is very 
               disheveled, her dress not zipped all the way up, still very 
               tipsy and smiling. Obviously, she had a good time.

               Then she hears something. Something inside her apartment.

               It is still and dark inside, the orange of dawn hardly visible 
               behind the drawn blinds.

                                     OPHELIA
                         Who's in here?

               Her heart pounds as she reaches for the nearest light.

                                     OPHELIA
                         I have a gun.

               The light clicks on a metal desk lamp, and she shines it 
               into the darkness. She lets out a scream when the improvised 
               spot finds --

               Roman Links, hunched strangely, standing on her futon bed. 
               He looks over his shoulder, his broken nose is taped up, his 
               eyes wide like an animal frozen in the headlights of a car.

                                     OPHELIA
                         Shit, Roman! What --

                                     LINKS
                         Bitch!

               He charges at her and she sees that he is naked under his 
               long black leather coat.

                                     LINKS
                         Bitch! Filthy, fucking bitch!

               She rips the lamp from its cord, the light flashing blue as 
               it dies.

               As he lunges at her, she swings the lamp violently, catching 
               him on the side of the head, knocking him over a chair.

               Links scurries wildly to his feet and races for the door, 
               still screaming.

               She slams the door behind him and slides the heavy iron 
               deadbolt. She nearly crumbles with relief, but realizes 
               something is wrong with her apartment.

               There is a terrible smell.

               INT. MISSION KITCHEN - DAY

               Granny stirs up a mixture of liver and onions as John enters, 
               a smile stretched from ear to ear. His hair is pointing in 
               various gravity defying positions.

                                     JOHN
                         That smells good.

                                     GRANNY
                         And a good morning to you, John.

               John smiles.

                                     GRANNY
                         I saw your company leaving this 
                         morning.

                                     JOHN
                         You did? Was she all right?

                                     GRANNY
                         Oh yes. Wearing an equally ridiculous 
                         smile.

               John smiles even harder, almost blushing.

                                     JOHN
                         Man, I'm starving.

                                     GRANNY
                         Worked up an appetite, did we? Maybe 
                         you'd like a taste?

               She scoops up a spoonful.

                                     JOHN
                         Right now, I could eat anything.

               She offers him the steaming helping of meat and wet onions 
               and he opens wide.

               It's hot and he chews carefully. He is again surprised by 
               the richness and flavor. Rolling it in his mouth, the liver 
               seems to melt away, his face contorting orgasmically.

               Granny smiles, holding her spoon like some bizarre 
               advertisement.

               INT. OPHELIA'S APARTMENT - DAY

               In the background, we can hear a vigorous scrubbing sound. 
               The phone begins to ring but the scrubbing does not stop.

               The answering machine clicks on.

                                     JOHN (V.O.)
                         When I woke up I was thinking maybe 
                         it was all a dream, but then I found, 
                         well not exactly a glass slipper...

               INT. MISSION STAIRWELL - DAY

               John, on the pay phone, is holding her bright pink panties.

               Smiling, he smells them, as if they were a country morning.

                                     JOHN
                         But this is not your typical fairy 
                         tale.

               INT. OPHELIA'S APARTMENT - DAY

               Ophelia, on her hands and knees, is wearing rubber gloves, 
               scrubbing the carpet with a heavy brush and sudsy water.

                                     JOHN (V.O.)
                         Perhaps I should scour the 
                         countryside, trying every butt, 
                         searching for the perfect fit.

               She drops the brush into the bucket and grabs the phone.

                                     OPHELIA
                         Hello, John, I'm home.

                                     JOHN (V.O.)
                         Hey! I called work but they said you 
                         weren't coming in. Not hungover, I 
                         hope?

                                     OPHELIA
                         Not exactly.

                                     JOHN (V.O.)
                         Are you okay?

                                     OPHELIA
                         I don't know if I want to talk about 
                         it.

                                     JOHN (V.O.)
                         Oh no. Was it Roman?

               There is a long beat.

                                     OPHELIA
                         Yes.

                                     JOHN (V.O.)
                         Shit. What happened?

               Her voice is very faint.

                                     OPHELIA
                         He just scared me. When I came in 
                         he...

                                     JOHN (V.O.)
                         What? He did what?

                                     OPHELIA
                         He pissed all over my apartment.

                                     JOHN (V.O.)
                         Ophelia, just tell me where he lives --

                                     OPHELIA
                         No, John. I called the police. They're 
                         looking for him. I had the landlord 
                         change the locks. I don't want it to 
                         get any worse.

                                     JOHN (V.O.)
                         Okay, I understand. But if you need 
                         anything. Anything.

                                     OPHELIA
                         Thanks. John, I had a really beautiful 
                         time last night.

                                     JOHN (V.O.)
                         So did I.

                                     OPHELIA
                         Call me tomorrow.

                                     JOHN (V.O.)
                         I will.

               INT. SLIMAGE SURGICENTER - DAY

               Ms. Sedier is again in the waiting room. She sits awkwardly 
               as her thighs, buttocks, and abdomen are encased by heavy 
               medical binders used to patch the liposuction punctures.

               There is a tension to her body as though she were afraid 
               that motion might cause some seepage, some meaty human juice 
               to leak out of the sieve-like holes.

                                     OPHELIA
                         Are you all right, Ms. Sedier?

                                     MS. SEDIER
                         You're smiling today.

                                     OPHELIA
                         Am I? I guess I am.

                                     MS. SEDIER
                         Is it a boy?

               Her smile brightens.

                                     OPHELIA
                         Yes.

                                     MS. SEDIER
                         Of course. I remember that smile. It 
                         feels wonderful while it lasts but 
                         that's the trouble with smiles, they 
                         never do.

               The smile fades.

                                     OPHELIA
                         And how do you wish to pay for this 
                         visit?

                                     MS. SEDIER
                         By check as usual.

                                     OPHELIA
                         There was a problem with your last 
                         check.

                                     MS. SEDIER
                         I've already spoken to Shelley about 
                         that.

                                     OPHELIA
                         Fine.

                                     MS. SEDIER
                         Can I ask you something, dear? How 
                         much do you weigh?

                                     OPHELIA
                         One hundred eighteen.

                                     MS. SEDIER
                         A size seven?

                                     OPHELIA
                         Six.

                                     MS. SEDIER
                         I once weighed one hundred four 
                         pounds, wore a size four and had an 
                         eighteen inch waist just like Scarlett 
                         O'Hara.

               She leans back and smiles.

               INT. CLINIC OPERATING ROOM - DAY

               Doctor Manno positions Ms. Sedier's lower legs in the stirrups 
               of the adjustable operating table.

               Ms. Sedier stares up past the bright lights at the mirrored 
               ceiling as the anesthetic is fed into the air mask.

                                     DR. MANNO
                         Okay, Ms. Sedier. From one hundred.

                                     MS. SEDIER
                         100, 99, 98, 97...

               She sucks at the gas, her thoughts drifting up to the mirror.

                                     MS. SEDIER
                         95... 90... Mirror, mirror on the 
                         wall...

               Outside the observation window, Ophelia pets the fat white 
               cat. The sudden vacuum whir makes the cat cry out.

                                     OPHELIA
                         Shhh, it's okay.

               The cat continues to cry and as Dr. Manno goes to work, 
               Felicity squirms and jumps free.

                                     OPHELIA
                         Felicity!

               She follows the darting cat who runs straight to Shelley's 
               office.

               INT. SHELLEY'S OFFICE - DAY

               The cat stops, circling a pair of high heels, its white tail 
               curving up the perfect calf of Shelley Perdue.

                                     SHELLEY
                         Ophelia.

                                     OPHELIA
                         I'm sorry, Ms. Perdue, the cat got 
                         spooked.

                                     SHELLEY
                         I'm fine. Come here. Look.

               She is standing at the wall adjacent to the reception area.  
               The two-way mirror behind Ophelia's desk allows Shelley to 
               look into the waiting area while maintaining the privacy of 
               her office.

                                     SHELLEY
                         Is that him? The one you brought to 
                         the mission?

               Ophelia looks out the glass and sees John talking to Mimi, 
               one of Shelley's stunning beauty technicians.

                                     OPHELIA
                         Yes, John.

                                     SHELLEY
                         He's adorable.

               Ophelia smiles again.

                                     OPHELIA
                         He is.

               She starts to turn for the door.

                                     SHELLEY
                         Wait. Watch. I want you to see 
                         something. Look at his eyes.

               Mimi smiles at John, batting her luscious false eyelashes.

               John jokes with her, smiling boyishly.

               Finishing a report, she stands to return a file to an open 
               cabinet.

               The drawer is very low. She bends. He watches.

                                     SHELLEY
                         Yes. There they are. Eyes like that 
                         never lie.

               Ophelia's smile again fades away.

                                     SHELLEY
                         Don't feel hurt, Ophelia. Or jealous. 
                         He is only looking at her as one 
                         might look upon a Monet, or a 
                         Michelangelo. Beauty demands our 
                         admiration. His eyes speak for him 
                         but you mustn't fault their honesty.

               She scoops up the purring cat.

                                     SHELLEY
                         But if I were you, I would certainly 
                         ask myself, does he look at me like 
                         that?

               INT. RECEPTION AREA - DAY

               John turns as Ophelia enters the waiting area.

                                     JOHN
                         Ophelia!

                                     OPHELIA
                         John, what are you doing here?

                                     JOHN
                         I came to take you to lunch. I made 
                         reservations.

                                     OPHELIA
                         Reservations?

                                     JOHN
                         Yeah. They do let you eat lunch, 
                         don't they?

                                     OPHELIA
                         Yes.

               She grabs her coat and purse while Mimi smiles at them.

                                     MIMI
                         Have a nice time.

               INT. RESTAURANT - DAY

               It is a trendy little bistro. A charred, pepper-crusted filet 
               mignon is set before John.

                                     JOHN
                         This is exactly the kind of place 
                         I'd like to open one day. Oh, that 
                         smells good, doesn't it?

               She nods as a walnut and avocado salad is placed in front of 
               her. There is a clatter of wielded knives and stabbing forks 
               as John begins sawing open his meat.

                                     JOHN
                         It can't be too big. That's the trick. 
                         The bigger it is, the more prep there 
                         is, the less fresh it is and the 
                         more assembly line it becomes. You 
                         might as well open a McDonald's. 
                         God, I'm starving.

               Red, ruddy juice oozes from a glistening cube of steak that 
               he pitchforks into his mouth.

                                     OPHELIA
                         It's lovely, John. I've always wanted 
                         to come here but it's so expensive.

               He nods, his jaw grinding hard while she watches him, her 
               fork furtively advancing on her salad.

                                     OPHELIA
                         Where did you get the money?

               Suddenly he grimaces, choking down the lump of meat.

                                     OPHELIA
                         Is something wrong?

                                     JOHN
                         Had a funny taste... like charcoal. 
                         Maybe it's overcooked.

               He pokes at the bloody steak.

                                     OPHELIA
                         Are you kidding? It's almost raw.

                                     JOHN
                         It's supposed to be.

               He continues to eat but tries to cut away the charred crust, 
               slicing out the reddest part of the steak.

                                     OPHELIA
                         So, you didn't answer my question.

                                     JOHN
                         Granny gave me some money, she said 
                         she knew I'd play her back some day.

                                     OPHELIA
                         She's so sweet.

                                     JOHN
                         Yep, she is. And she's a helluva 
                         cook. Her stew is amazing. I'm trying 
                         to get the recipe. It's unbelievably 
                         rich. How's your salad?

                                     OPHELIA
                         It's good.

                                     JOHN
                         Yeah, but I know what you really 
                         want.

               He stabs a tiny bit of steak onto a single fork tine.

                                     JOHN
                         Come on, just a little taste.

                                     OPHELIA
                         John, you know I don't eat meat.

                                     JOHN
                         Why not? Is it a taste thing or an 
                         ethical thing?

                                     OPHELIA
                         Ethical... mostly.

                                     JOHN
                         You don't believe those vegetables 
                         died for you?

                                     OPHELIA
                         They don't have eyes.

                                     JOHN
                         What do eyes have to do with life? A 
                         blind man isn't alive? That's not 
                         ethics. It's just discrimination.

                                     OPHELIA
                         I don't have to have a reason. It's 
                         a personal choice.

                                     JOHN
                         I know but it's not like it's the 
                         forbidden fruit here. You won't burn 
                         in hell for it. And one tiny teeny 
                         weeny taste won't turn you into some 
                         kind of strung out meat addict. So 
                         come on, just try it.

                                     OPHELIA
                         Why? Why do you want me to?

                                     JOHN
                         Haven't you ever watched two people 
                         in a restaurant feeding each other, 
                         sharing their food? I know why they 
                         do it. It's because they're in love. 
                         They want their lover to taste what 
                         they're tasting to feel what they're 
                         feeling. That's all it is.

               Ophelia smiles nervously.

                                     OPHELIA
                         Okay --

               She watches as he lifts the tiny, uneven cut of meat to her 
               mouth like a bizarre communion. She closes her eyes, her 
               lips slowly parting as he slips the fork inside.

               John smiles as she chews.

                                     JOHN
                         Little party going on in there I 
                         think.

               Ophelia shivers, the heavy taste blooming through her.

                                     OPHELIA
                         I can't believe I just did that. I 
                         must really like you.

                                     JOHN
                         In that case, why don't we pick up 
                         some pig's feet and have a real lunch.

                                     OPHELIA
                         Oh, I get it. You're Satan.

                                     JOHN
                         You hate me now?

                                     OPHELIA
                         I'm not sure. Maybe I just need a 
                         taste, a tiny teeny weeny taste.

               She leans toward him and they kiss.

               EXT. RESTAURANT - DAY

               From far away, someone watches as they exit the restaurant. 
               We hear the mucused whistle of his breathing and a sound 
               that repeats rhythmically; swick, chick... swick, chick.

                                     OPHELIA
                         That was wonderful. Thank you.

                                     JOHN
                         Can I see you tonight?

                                     OPHELIA
                         I'd like that.

               Roman Links peers around the corner of the alley, fondling a 
               switch blade that he continues to open and close; swick, 
               chick.

               EXT. THE MISSION - NIGHT

               A crescent moon cuts scythe-like through the clouds.

               INT. KITCHEN - NIGHT

               John is washing bowls. The stack appears to have doubled in 
               size. He is about to drown another beneath the sudsy water 
               when he notices a small puddle of stew gravy at the bottom 
               of the bowl.

               He slips off his yellow latex glove and runs his finger along 
               the curved belly of the bowl.

               Sticking the coated finger into his mouth, he sucks. After a 
               moment, we hear a small crunch as he absently bites down.

                                     JOHN
                         Ow -- shit.

               A tiny drop of blood swells around his knuckle and he sucks 
               on his finger again.

               Outside, one of the alley dogs begins to bay.

               INT. SLIMAGE SURGICENTER - DAY

               There are several women in the waiting area, all of whom are 
               reading glamour magazines. Ophelia, at her reception desk, 
               is also reading a glamour magazine.

               The only sound in the clinic is the rattle of magazine pages 
               being turned.

               Beneath her desk, Ophelia rubs her thighs together. She has 
               a terrible itch on the inner part of each thigh.

               Glancing up, she surreptitiously slides her hand under her 
               dress. As she scratches, her nail catches on something that 
               hurts to touch.

               Concerned, she goes to the bathroom.

               INT. BATHROOM - DAY

               Alone in a stall, she pulls her dress up and examines her 
               thigh. There are several red sores swollen with irritation. 
               At the center of each sore is a white protuberance, like a 
               stye but harder.

               INT. DR. MANNO'S OFFICE - DAY

               Shelley is talking to Dr, Manno when Ophelia enters, obviously 
               upset.

                                     OPHELIA
                         I'm sorry to interrupt, Ms. Perdue, 
                         but there's something... something 
                         wrong with me.

                                     SHELLEY
                         What is it, dear?

                                     OPHELIA
                         I don't know, I thought it was just 
                         a rash but it's gotten worse.

                                     SHELLEY
                         It's all right. Come. Sit here and 
                         let's let Dr. Manno have a look.

               She gestures to the examination table and Ophelia sits, 
               fitting her feet into the steel stirrups. Swinging a light 
               between her legs, Dr. Manno examines the sores.

                                     SHELLEY
                         Oh no.

                                     OPHELIA
                         What? What is it?

                                     DR. MANNO
                         Does this hurt?

                                     OPHELIA
                         Ow -- yes!

                                     SHELLEY
                         How bad is it?

                                     DR. MANNO
                         Difficult to say.

                                     OPHELIA
                         Tell me, please. What is it?

                                     DR. MANNO
                         Calcified cellulite. In certain cases, 
                         particularly with vegetarians, 
                         cellulite spreads beneath the derma 
                         like a spore, typically in dark, 
                         moist places like between toes or 
                         the inner thigh. The danger is that 
                         it is impossible to know how large 
                         the tumors have gotten.

               He probes her flesh, feeling a large lump. With a pair of 
               gleaming stainless steel forceps, he clamps hold of one of 
               the white nubs.

               He pulls and the nub is revealed to be a thick white stalk 
               like a root growing from the eye of a potato.

               Ophelia winces and writhes in the chair as Dr. Manno continues 
               pulling the stalk.

                                     DR. MANNO
                         It's coming. Hold on.

               The side of her thigh bulges, the root obviously connected 
               to something much larger.

               Ophelia screams as the fist-like potato of calcified fat is 
               torn from her thigh.

               INT. OPHELIA'S BEDROOM - NIGHT

               Ophelia continues to scream, bolting up from her bed.

                                     JOHN
                         Ophelia?!

               Ophelia breathes, looking at John, realizing she is in her 
               apartment.

                                     OPHELIA
                         It was a dream. Just a bad dream.

               She opens her leg and examines the inner thigh.

                                     JOHN
                         What? Is something wrong with your 
                         leg?

                                     OPHELIA
                         Do you know what that is?

               There are several small dimple-like marks on her thigh.

                                     JOHN
                         No, but it looks good to me.

               He starts to bite her but she pushes him away.

                                     OPHELIA
                         It's not funny. It's cellulite. It 
                         means that I have a diffused pattern 
                         of irregular and disconnective tissue. 
                         It's a genetic predisposition. That's 
                         what's so horrible. There are olympic 
                         athletes with cellulite. It doesn't 
                         make any sense, why would nature 
                         design something like this, or acne, 
                         or warts. What's the purpose?

                                     JOHN
                         So people like Shelley Perdue could 
                         make a lot of money.

                                     OPHELIA
                         That's not an answer.

                                     JOHN
                         I don't know, Ophelia. Maybe nature 
                         is evil.

                                     OPHELIA
                         Do you know the only way to get rid 
                         of cellulite is to go U.T.K.?

                                     JOHN
                         U.T.K.?

                                     OPHELIA
                         Under the knife. It's done with lasers 
                         now but we still call it U.T.K.

               She leans back down, switching off the light.

                                     OPHELIA
                         I think you're right, John. Nature 
                         is evil.

               EXT. ALLEY - NIGHT

               A big stray is viciously digging at the garbage behind the 
               mission. Sensing someone, his head jerks up.

               Roman Links stops. He looks terrible, still wearing the same 
               clothes; one brown crusty wad still plugging his nose.

               The dog growls. Links growls back. The dog coils onto its 
               haunches, baring its teeth. Links slides the knife out of 
               his pocket; swick.

               The dog attacks and Links slashes a bright red cut across 
               its flank. Howling, the dog scampers away. Links smiles, 
               wiping the bloody blade on his pant leg.

               Prowling along the back of the Mission, Links searches for a 
               way inside. He finds a rotting piece of plywood covering a 
               basement window and pries it open.

               INT. BASEMENT - NIGHT

               Worming through the small window, Links drops down among the 
               stalls of the men's room, the toilets are black with an 
               unctuous grime. He slips on a patch of congealed grease as 
               he moves through the showers into the locker room.

               INT. LOCKER ROOM - NIGHT

               Creeping through the maze of lockers, he finds the work bench. 
               Several pounds of meat and miscellaneous organs have been 
               fed through the grinder. Huge piles of hamburger sit 
               proportioned onto butcher paper.

               Sniffing, eyes wide as he reacts to every noise, Links creeps 
               toward the refrigerators.

               One of the chains hangs loosely around the bulbous waist of 
               an old Frigidaire. The padlock is open.

               Quietly, Links pops the door. In the white light and swirling 
               frost, his expression turns to horror.

               The door slams shut, revealing Kuru.

               Links yelps, coiling back, his knife flashing from his pocket. 
               Kuru sees the tiny blade and smiles.

               From the back of his belt, he unsheathes his massive gurki 
               like blade.

               EXT. MISSION - NIGHT

               Several smaller dogs now digging through the garbage react 
               to a terrible animal-like scream.

               INT. SLIMAGE SURGICENTER - DAY

               Ophelia is sitting anxiously at her desk, staring into the 
               appointment book. There are no names scheduled after three 
               thirty.

               Ophelia begins to circle the open space, her pen orbiting 
               the only blank hole in the book. After a moment, the circle 
               becomes a spiral, the pen trail whirlpooling until the entire 
               space is blackened into an inky tangle.

               She looks over at a clock. It is three twenty. She is now 
               very nervous.

               Glancing at the mirror that separates her from Shelley, she 
               gets up and goes to the bathroom.

               INT. BATHROOM - DAY

               Ophelia talks to the reflection.

                                     OPHELIA
                         This is not a big deal. People change 
                         themselves every day. It is as natural 
                         as getting a haircut. It's more 
                         natural than having your ears pierced. 
                         If you had a cavity, would you ignore 
                         it? No. You see, it's not big deal. 
                         But if it isn't then why am I freaking 
                         out? I don't know! You need help --

               The door opens and Shelley smiles.

                                     SHELLEY
                         There you are. Ready?

               Ophelia takes a breath and looks back into the mirror. The 
               reflection answers.

                                     OPHELIA
                         Yes.

               INT. OPERATING ROOM - DAY

               Hydraulically, the chair rises into position. Ophelia stares 
               at the mirrored ceiling, breathing in the gas, as Dr. Manno 
               moves between her spread legs.

               Ophelia sees Shelley standing over her; angel-blue eyes 
               staring down, a smile half-hidden beneath the surgical mask.

                                     SHELLEY
                         Don't worry, Ophelia. Everything 
                         will be fine. It's just like magic. 
                         You go to sleep and when you wake 
                         up, you'll feel wonderful. Your legs 
                         will be smooth and beautiful. It's 
                         what you want, isn't it? To be 
                         beautiful.

               Ophelia's body becomes light, transubstantiating with the 
               gas and she feels herself floating up towards her reflection.

               Through the slurred syrup of her senses, she hears the whir 
               of the machine.

               The first tiny white bits of Ophelia's inner thigh slap 
               against the glass wall of the catch as the splattering sound 
               becomes --

               INT. OPHELIA'S APARTMENT - NIGHT

               The coughing hiss of whipped cream spitting out the nozzle 
               into a cloud-like mound.

               Ophelia puts a spoon into the chocolate sundae and carries 
               it to the living room.

               John is on the futon. He looks like a piece of overcooked 
               meat; his eyes are dark and hollow, his face grey and gaunt.

                                     OPHELIA
                         Are you sure you're okay? You don't 
                         look very good, John.

                                     JOHN
                         I'm fine. I'm just tired. Tired and 
                         hungry.

               She hands him the sundae.

                                     OPHELIA
                         I hope this helps.

                                     JOHN
                         You're not having one?

                                     OPHELIA
                         No, I can't.

                                     JOHN
                         Why?

                                     OPHELIA
                         My surprise.

               John scoops up a spoonful of ice cream into his mouth.

                                     JOHN
                         Ahh yes. The surprise. When do I see 
                         the surprise?

               Her smile says something naughty.

                                     OPHELIA
                         I did it.

                                     JOHN
                         Did what?

               Slowly, she slides her loose fitting dress up over her thighs, 
               revealing the heavy white binders.

                                     JOHN
                         Oh god. What happened?

                                     OPHELIA
                         I got some lipo.

                                     JOHN
                         What?

                                     OPHELIA
                         I told you. The cellulite.

                                     JOHN
                         Ophelia, you're crazy. Your body is 
                         perfect.

                                     OPHELIA
                         As perfect as Mimi's?

                                     JOHN
                         Who's Mimi?

                                     OPHELIA
                         The one you were drooling over when 
                         you came to take me to lunch.

                                     JOHN
                         I wasn't drooling.

                                     OPHELIA
                         You certainly were.

                                     JOHN
                         Maybe a little. But I wasn't really 
                         interested.

                                     OPHELIA
                         Oh no?

                                     JOHN
                         No. There was nothing to her. I could 
                         tell. She's like an appetizer, pretty, 
                         but never very satisfying.

                                     OPHELIA
                         Is everything about food with you?

                                     JOHN
                         Food is life, you know.

               He grabs hold of her, lifting her into his arms.

                                     OPHELIA
                         What are you doing?

                                     JOHN
                         I'm taking you to your bedroom.

                                     OPHELIA
                         I thought you wanted dessert?

                                     JOHN
                         I do.

               INT. OPHELIA'S BEDROOM - NIGHT

               It is later. They are both asleep, fit tight to each other 
               like spoons. Again, John is having a tortured night.

               His face is wet with sweat when his body seems to jerk him 
               awake.

               There is a smell in the air that swirls about him like a 
               perfume. He turns and sees the bandages on Ophelia's thighs.

               His gut squeezes hard and demanding as a fist. Sick and 
               afraid, he pushes himself off the bed, away from her.

                                     OPHELIA
                         ...John? What are you doing?

               Hurriedly, he gets dressed.

                                     JOHN
                         I have to go. I'm not feeling very 
                         good.

                                     OPHELIA
                         I knew it. Something is wrong.

                                     JOHN
                         I just need some rest.

                                     OPHELIA
                         Promise me you'll go see a doctor. 
                         I'll give you the money. Just promise 
                         me.

                                     JOHN
                         Okay. I will. I promise. Now, go 
                         back to sleep.

                                     OPHELIA
                         Kiss me.

               He does, but as her eyes close and he pulls away, he notices 
               something he never had before --

               The taste of her lips.

               Quickly, he leaves.

               EXT. CITY STREET - NIGHT

               John crosses the street towards "Babe The Blue Ox's BBQ," a 
               late night take-out joint.

               There is a group of rowdies in leather, sitting outside 
               despite the cold, guzzling beer and gobbling barbecued 
               chicken.

               Smoke is billowing from the stack and John catches the scent 
               of char-broiling ribs. He grimaces.

               A woman in the group, nibbling at a chicken wing begins to 
               laugh, a high drunken cackle.

               Something is wrong. John looks at her and sees that she is 
               now holding a large, fleshy piece of raw meat.

               The human like skin flaps with her laughter and a piece of 
               gelatin falls to the table.

                                     LEATHER MAN
                         Hey, what are you looking at?

               John turns, glimpsing that the woman is again holding a 
               chicken wing.

                                     LEATHER MAN
                         Dickhead.

               John hurries away, clutching his stomach. Very faintly, an 
               ambulance siren can be heard.

               Something catches his eye and he stops beneath a sign that 
               reads: "Casmir's Butcher Shoppe." The siren is getting louder.

               His head cocked, staring into the window listening to a sound 
               that is growing in his head; a sound like the buzzing of 
               flies.

               The ambulance booms past, splashing red light across John 
               and the store front window. In that moment John sees hanging 
               in the window, massive slabs of rancid meat covered with 
               maggots and flies. Dotted with black ink spots of rot, they 
               swing ever so slightly, dripping oil and gelatin to the 
               ground.

               John spins away, doubling over as he vomits. We see the window 
               now filled with a beautiful assortment of meats and sausages.

               EXT. MISSION - NIGHT

               John stumbles toward the open alley door when he catches a 
               scent that immediately bolsters his strength.

               INT. KITCHEN - NIGHT

               Mundi is at the stove, stirring the burbling stew which is 
               in an unusually large pot.

                                     MUNDI
                         Welcome home, John.

                                     JOHN
                         Where's Granny?

                                     MUNDI
                         Off to bed. She's left me to tend 
                         the stew.

                                     JOHN
                         God, it smells good.

                                     MUNDI
                         You're hungry. I can smell it on 
                         your breath.

                                     JOHN
                         I haven't been feeling very well. My 
                         stomach... is upset.

                                     MUNDI
                         Perhaps just a taste then?

                                     JOHN
                         Yeah, maybe. Just a little.

               Mundi steps away and John edges closer to the stove. The 
               rising vapors envelop him with medicinal magic.

               Mundi smiles as John slurps the thick broth from the spoon.

                                     JOHN
                         Mmm, that's good.

               He dips the spoon in for another when a hand shoots up out 
               of the stew and grabs his wrist.

               Screaming, he wrestles to get free as the stew-demon rises 
               up out of the brown magma until we see his face and realize --

               It is John.

               INT. JOHN'S BEDROOM - NIGHT

               He wakes, terrified. Gradually, the panic subsides and, as 
               it does, thoughts begin to fill his mind with the chill of 
               ice water.

               Determined, he rises from his bed and heads for where he 
               knows he must go.

               INT. MISSION KITCHEN - NIGHT

               A long blade knife is pushed through the wall and John 
               methodically jimmies back the bolt from the jamb. The door 
               swings open without a sound.

               The stairs curl like a beckoning finger into the darkness 
               below.

               John descends, sweating almost immediately, clutching his 
               knife. From below, we begin to hear music, barely audible, 
               crackling through the old, cheap radio.

               INT. THE LOCKERS - NIGHT

               The music is a catchy little Muzak number like "The Girl 
               from Ipanema."

               Through a slit, John sees Otto in the workshop. The butcher's 
               hands are bloody to the elbows as he carries something that 
               looks like a bleeding basketball.

               John moves with him, catching glimpses as Otto waddles to 
               the nearest refrigerator, a bulbous 1950's model which he 
               opens.

               Standing in the wash of white refrigerator light and a 
               swirling mist of cold steam, Otto checks the object and then 
               sets it inside. He then closes the door and goes back to 
               work.

               Silently, John makes his way towards the refrigerator.

               In the background, over the continuing Muzak we hear Otto as 
               he returns to work. The sounds are grisly, leading the 
               imagination towards the most gruesome speculations; the back 
               and forth grate of a saw, followed by a series of shredding 
               sounds like corn being husked and then a snapping like the 
               cracking of crab legs.

               John inches towards the door handle as suddenly the cracking 
               stops.

               After a beat, there is a chilling sucking sound.

               John, his heart pounding from his temples to his toes, opens 
               the refrigerator.

               Inside he sees the eyeless, tongueless, sawed-open head of 
               Roman Links. The white tape still covers his broken nose.

               A scream catches like a barb in John's throat.

               The knife slips from his hand, clattering to the floor. His 
               hand covers his mouth as he stumbles back, slamming into the 
               lockers.

               Otto, still sucking the marrow from the femur bone whirls at 
               the crash and sees John. He lets out a shrill animal yelp as --

               John runs.

               Otto grabs the nearest cleaver and flails after him.

               John slams through the rows of lockers, around a corner 
               towards the stairs now in sight but, Otto whips around the 
               corner gaining --

               Raising the cleaver as John stumbles on the first steps, 
               then lunges up the curving stairs just as Otto swings --

               The cleaver just misses, embedding into the wooden tread. 
               Jerking it free, Otto scales the stairs into --

               INT. KITCHEN - NIGHT

               But John is already gone, the back door thrown open. Otto is 
               about to follow when a hand reaches out and stops him. Otto 
               hunches back like a heeled dog as Rex steps toward the door.

               He closes it and, in his black eyes, we see the hint of a 
               smile.

               INT. OPHELIA'S APARTMENT - NIGHT

               The apartment door signal is buzzing. And buzzing.

               The light goes on and Ophelia enters, obviously annoyed, 
               hitting the intercom.

                                     OPHELIA
                         If this is you, Roman -- you fucking 
                         asshole -- the police are on the way --

               She switches to "listen."

                                     JOHN
                         No. No. Ophelia -- it's John.

                                     OPHELIA
                         John, it's three-thirty --

                                     JOHN
                         Please, Ophelia, something happened -- 
                         something bad --

               She presses the "enter" button. As soon as she unlocks the 
               door. John bursts in. He is shaking and out of breath. His 
               hair, despite the cold, is slick with sweat.

                                     OPHELIA
                         John -- what happened?

               Immediately, he is pacing around the small apartment.

                                     OPHELIA
                         Is it Roman?

               A little squeak jumps out of John's mouth.

                                     OPHELIA
                         Did you see Roman?

               John nods, hands wringing, fingers knotting.

                                     OPHELIA
                         In the mission?

                                     JOHN
                         In the refrigerator.

                                     OPHELIA
                         What? You saw Roman in the 
                         refrigerator?

               John nods again, unable to speak.

                                     OPHELIA
                         Oh, I see. It was another bad dream.

                                     JOHN
                         No.  No, it's real. They told me 
                         what they were doing. They told me 
                         the first day.

                                     OPHELIA
                         Told you what?

                                     JOHN
                         They butcher their own meat. It's 
                         cheaper that way.

                                     OPHELIA
                         John, you're not making any sense.

                                     JOHN
                         But I didn't know! I swear to you I 
                         didn't know!

                                     OPHELIA
                         All right. I'm calling the police.

                                     JOHN
                         No! You can't!

                                     OPHELIA
                         Why not?

                                     JOHN
                         Because they won't... believe me.

                                     OPHELIA
                         Believe what?

                                     JOHN
                         That I didn't know because I was 
                         there, like everyone else. Every 
                         night. Two bowls. They'll know it's 
                         still inside me, they'll smell it. I 
                         can smell it!

                                     OPHELIA
                         Smell what?

                                     JOHN
                         The meat!

                                     OPHELIA
                         John, something is wrong with you --

                                     JOHN
                         I know, I know. It's the meat. I can 
                         feel it. I ate it every night, 
                         Ophelia, and it's making me sick 
                         because...

               His stomach convulses.

                                     JOHN
                         Because...

                                     OPHELIA
                         What? Say it.

                                     JOHN
                         It tasted so...

               Horror and revulsion rise with human bile as he clamps his 
               hand over his mouth and runs to the bathroom.

               Forcing herself to remain calm, Ophelia follows.

               INT. BATHROOM - NIGHT

               John is kneeling on the floor, half-dead, his head still 
               hanging over the toilet.

               She kneels beside him, taking hold of him.

                                     OPHELIA
                         It'll be okay. Maybe its some kind 
                         of food poisoning. Making you half 
                         crazy.

               Shivering and weak, he wraps his arms around her.

                                     OPHELIA
                         You need rest. You need sleep.

               As she hold him, his breathing begins to ease. She softly 
               kisses his head resting on her shoulder.

               He turns his head, kissing her neck when something happens 
               to him.  She feels his body go rigid with fear.

               There is the soft curve of her neck, he smells something, 
               something just beneath her skin, something that tastes... 
               good.

                                     OPHELIA
                         John?

               He screams, scrambling away from her.

                                     OPHELIA
                         What! What!!

               He's too terrified to speak.

                                     OPHELIA
                         Goddamnit, John, you're scaring me.

                                     JOHN
                         Something's happening to me.

                                     OPHELIA
                         What?

                                     JOHN
                         I don't know!

               She jumps to her feet.

                                     OPHELIA
                         Enough of this shit!

               She throws open the medicine cabinet and grabs a large bottle 
               of sleeping pills. She fills a glass of water.

                                     OPHELIA
                         You need to calm down. You need to 
                         sleep. When you wake up, we'll talk.

               She shoves the glass into his hand.

                                     OPHELIA
                         Open!

               He opens his mouth and she drops in several capsules. He 
               drinks and swallows.

               FADE OUT.

               FADE IN:

               INT. OPHELIA'S APARTMENT - DAY

               The room is still dark, the venetian blinds holding back the 
               morning.

               John, his face as gray as ash, is asleep on the futon, wrapped 
               tightly in a mess of sheets. It was a torturous night.

               A smell fills his nostrils, a terrible gagging smell and he 
               coughs, waking up.

               Rex Mundi, fully dressed, is sitting in the room, deep in 
               shadow. A single slice of light cuts across his mouth.

                                     MUNDI
                         Good morning, citizen.

               John scrambles back into the corner.

                                     JOHN
                         How did you? Where's --

                                     MUNDI
                         The fair Ophelia stepped out to find 
                         you something to eat.

               He grins.

                                     MUNDI
                         But it won't be enough, will it, 
                         John?

                                     JOHN
                         I know what you are doing?

                                     MUNDI
                         Of course you do. You've known all 
                         along, from the very first bowl, 
                         that first mouthful --

                                     JOHN
                         That's a lie!

                                     MUNDI
                         Your body knew at once what it had 
                         inside of it. It was what it had 
                         always wanted.

               John can feel his stomach, a great gaping hole, as empty as 
               it has ever been.

                                     MUNDI
                         It is what everyone wants.

               John grimaces. His stomach feels like the skin of a sausage 
               grilling, about to rupture.

                                     JOHN
                         What's wrong with me?

                                     MUNDI
                         Your body has been set free.

               Mundi watches John in obvious anguish.

                                     MUNDI
                         There is only one true desire, John. 
                         Everything else is a lie, a lie that 
                         begins for most when they are pulled 
                         from their mother's teat and given a 
                         bottle of cow's milk.

               John tries to stand, to move away. He does not want to hear 
               this.

                                     MUNDI
                         The mind learns to accept what it 
                         cannot have, but deep inside, the 
                         body never forgets.

                                     JOHN
                         No.

                                     MUNDI
                         You can eat until you are sick without 
                         ever feeling sated or satisfied -- 
                         why? You will gorge yourself on the 
                         flesh of every animal except one -- 
                         why John? Because you are afraid. 
                         Afraid of what you really are. Afraid 
                         that what you are is all that you 
                         are.

                                     JOHN
                         No!

                                     MUNDI
                         I reminded you. I woke the truth 
                         inside you. Now, the appetite is 
                         alive.

               John, dripping with sweat, sinks to the floor, clutching his 
               stomach in agony.

                                     JOHN
                         God!

                                     MUNDI
                         There is no god that can help you. 
                         The appetite is a part of you now, 
                         gnawing away. You can feel your 
                         stomach trying to digest itself.

               Mundi pulls a heavy package, wrapped in butcher-brown paper 
               from his pocket. John stares at it and we can almost see him 
               begin to drool.

               Mundi throws it on the floor between them.

                                     MUNDI
                         You can make it stop. Give it what 
                         it wants. Feed it.

               John hesitates, his glance shifting from Mundi to the package.

                                     MUNDI
                         Feed me.

               On hands and knees, John lunges for the package, tearing it 
               open. Bloody cubes of raw meat spill out. John stuffs them 
               in his mouth, gobbling them down.

               Mundi smiles.

                                     MUNDI
                         Good boy. Good boy.

               EXT. CITY STREET - NIGHT

               It is a bitter cold night, outside a dull, gray, office 
               building.

               After a long beat, we hear a woman giggling.

               As the giggling grows louder, we see a man and woman pushing 
               out through the revolving door of the building. He is pushing 
               with both hands on her ass.

               They stagger out, obviously drunk, laughing as she stumbles 
               in her high-heels. Their laughter is swallowed by the 
               emptiness of the city.

               The woman is disheveled; her blouse not fully buttoned, her 
               hair tousled, her lipstick smeared. Her appearance suggests 
               they just had sex, yet he looks exactly as he probably looked 
               early this morning when he entered the building. Even his 
               tie is fixed tight to his collar.

               He reaches into his pocket and pulls out his wedding ring 
               and slides it on.

               The woman's laugh dies ugly.

                                     WOMAN
                         Oh, yes. There it is.

               He looks at her indifferently.

                                     WOMAN
                         You could wait five more fucking 
                         minutes.

                                     MAN
                         It doesn't bother you when you see 
                         me take it off.

                                     WOMAN
                         God, you're a pig. I don't know why 
                         I fuck you.

               He smiles.

                                     MAN
                         You want to keep your job.

               Stunned and sickened by him, she rips a ruby earring from 
               each ear.

                                     WOMAN
                         You make me sick! I don't want any 
                         part of you anymore!

               She throws the earrings at him, spins on her heel and walks 
               away.

                                     MAN
                         See you tomorrow.

               He smiles, picks up the earrings and slips them into his 
               pocket.

               Whistling, he heads towards the entrance of an underground 
               parking garage. Its staircase darkens into a black shadow 
               that swallows the man as he descends.

               INT. STAIRCASE - NIGHT

               The man appears, rounding the corner of the first level. 
               Abruptly, he stops, noticing a figure huddled in the corner 
               of the landing below.

               It is John dressed in garbage-picked clothes. The man looks 
               away and continues down the stairs toward John.

                                     JOHN
                         Mister? Mister?

               The man does not acknowledge him.

                                     JOHN
                         Mister, can you help me?

               John reaches out with his hand as the man passes.

                                     JOHN
                         I'm hungry --

               John grabs hold of the man's pant leg. The man is repulsed 
               and jerks his leg free. His footsteps quickly fade down the 
               stairs.

                                     JOHN
                         Hungry...

               John crawls to the edge of the landing, listening as the 
               door to the level below opens and closes.

               INT. UNDERGROUND GARAGE - NIGHT

               The vast garage is ominously empty and silent, save for the 
               man's hurried footsteps. From behind, the door again opens 
               and booms shut.

               The man stops and looks back at the circle of light around 
               the door. It is empty.

               There is faint rattling in the distance.

               To his left, he hears the sound of someone running and he 
               turns, catching a glimpse of a shadow that disappears behind 
               a steel column.

                                     MAN
                         Is someone there?

               Another series of running steps; a flash somewhere else.

               The metal rattling grows louder, closer. The man's eyes are 
               darting. He seems frozen, like a deer.

               He bolts.

               In the dark edges of the garage, behind the rows of columns, 
               he can see them; shadows, running with him.

               It is a wild chase weaving through the iron and concrete 
               columns that seem like the trees of a man-made jungle.

               The man can see his red Jaguar; the silver cat is poised on 
               the hood as the man races towards it. Behind him the predators 
               gain.

               He tears out his keys and jams the key into the lock when --

               There is an animal shriek.

               John bounds up, springing over the car, landing on top of 
               the terrified, screaming man.

               They tumble to the ground, John rolling away.

               The man, free for a moment, tries to get back to the car, 
               scampering on hands and knees.

               He reaches for the handle, for the keys, but the keys are 
               gone.

               He hears the jingling keys behind him. He begins to cry, 
               turning to see --

               The predators surrounding him; John, Otto, and Kuru, dangling 
               the keys.

               The jingle of the keys blends into the metal rattle as Granny 
               moves into the half circle, pushing her grocery shopping 
               cart.

                                     MAN
                         What do you want?

               He throws his wallet at them.

                                     MAN
                         Here -- take it! Take it! Please 
                         don't hurt me.

               They close in on him, Kuru and Otto taking hold of his arms 
               as the man, feeble, unable to resist, continues to sob.

                                     GRANNY
                         Sssh, now. This'll just take a minute.

               She pets his head, trying to calm him.

                                     GRANNY
                         It's okay, nothing to worry about.

               She runs her fingers across his forehead, coating them with 
               his sweat. She licks them, tasting, smacking her lips and 
               tongue. Not bad.

               Inspecting closer, she reaches under his arm, pinching his 
               fat. He is now crying uncontrollably.

                                     GRANNY
                         Congratulations, John.

               From her shopping cart, Granny pulls a baseball bat.

                                     GRANNY
                         He's a keeper.

               She gives John the bat and pushes him up to the plate.

               The man on his knees, his arms still held behind him, looks 
               up at John pitifully.

               John stands motionless.

               The man begins repeating the word "god" over and over.

               John raises the bat. The man drops his head as he fills his 
               pants with urine. John's grip loosens.

                                     JOHN
                         I can't...

               Granny stands behind him, whispering in his ear.

                                     GRANNY
                         You can and you will. Because deep 
                         down you want to.

               John shakes his head.

                                     MAN
                         Please...

                                     GRANNY
                         Look at him, John. See him for what 
                         he really is. Meat. That's all. Fresh 
                         marbled meat that you can smell. 
                         Meat you can almost taste.

               John's mouth begins to salivate.

                                     GRANNY
                         There is only one truth in this world, 
                         one law to obey, one rule to survive. 
                         Eat, John. Eat or be eaten.

               His face contorts viciously as he raises the bat.

               The scream fills the entire garage.

               The bat falls.

               There is a loud pop as the bat strikes the back of the man's 
               skull.

               The scream fades, but never seems to die; just a dim echoing 
               roar in our ears. Granny pats John.

                                     GRANNY
                         You're one of us now.

               Kuru and Otto lift the body of the man and load it into the 
               shopping cart.

               INT. SLIMAGE SURGICENTER - DAY

               Ophelia walks down the hall towards the glass door of the 
               clinic. She digs the keys from her purse and stoops to unlock 
               the doors when she notices a manila envelope with her name 
               on it.

               Inside the envelope is a note from John: "I'm sorry that I 
               haven't been myself lately. I hope these will help you forgive 
               me."

               She tilts the envelope and a pair of ruby earrings spill 
               into her palm. They are the same earrings the woman threw 
               back at the man.

               Ophelia smiles and unlocks the door.

               INT. SLIMAGE SURGICENTER - DAY

               Ophelia is admiring her new earrings in the mirror behind 
               her desk when Shelley enters.

                                     SHELLEY
                         Good morning, Ophelia.

                                     OPHELIA
                         Morning, Ms. Perdue.

                                     SHELLEY
                         How are your thighs?

                                     OPHELIA
                         Much better today.

                                     SHELLEY
                         I am so proud of you, Ophelia. It 
                         was a big step, wasn't it?

               Ophelia nods.

                                     SHELLEY
                         Believe me, the first step is always 
                         the hardest but now a whole new world 
                         of possibilities has opened up for 
                         you, you can feel it, can't you?

                                     OPHELIA
                         Yes, I suppose I can.

                                     SHELLEY
                         And you're still so young and pretty.

                                     OPHELIA
                         Thank you.

                                     SHELLEY
                         Now maybe we'll finally get to fix 
                         that little nose of yours.

               She winks teasingly and passes Ophelia but stops at the door 
               to her office.

                                     SHELLEY
                         Oh yes, cancel Ms. Sedier's 
                         appointment today.

                                     OPHELIA
                         All right. Was there another problem?

                                     SHELLEY
                         Yes, but I've taken care of it. I 
                         don't think she'll be back.

               Smiling, she shuts the door behind her.

               INT. MISSION BASEMENT - NIGHT

               Stretched limply over a hanger, suspended in the dark space 
               above us, is a beautiful dark fur.

               In the background we can hear John and Otto, though their 
               voices are muffled.

                                     OTTO
                         There is one basic rule of thumb. 
                         The richer they are, the more they 
                         eat, the better they taste.

                                     JOHN
                         Is that why Rex wanted this one?

                                     OTTO
                         I don't know. I think this one was a 
                         favor.

               We pass under the dark emptiness of the fur.

                                     OTTO
                         See here, on the flank and all along 
                         the butt and thighs. Lipotracts. All 
                         the tasty bits, sucked dry. But she 
                         ain't bad.

               Ahead, we see the voices are coming from the shower room, 
               which is hidden by the heavy plastic shower curtain. There 
               is a gap at the bottom, where we can see into the room.

                                     OTTO
                         Now grab one of them bottles.

               We can see John's shoes and the heavy rubber boots that Otto 
               wears. On the floor beside them is a funnel and several green 
               wine jugs. The jugs are empty.

               John bends down and lifts one of them.

                                     OTTO
                         Hold it like this. Here.

               We hear the quick zink, zink, of a knife being sharpened.

               We see the three figures in the room, more defined through 
               the foggy plastic.

               The two darker figures are Otto and John, which can be 
               determined by their feet.

               The other figure appears to be suspended in the air and 
               through the translucent haze of the curtain, it looks like a 
               great side of beef; white and pink, the colors of suet and 
               meat.

                                     OTTO
                         You just pull back on the hair and 
                         cut.

               Blood suddenly sprinkles onto the floor around their feet.

                                     OTTO
                         The bottle! The bottle!

               The blood stops, as we hear it filling the bottle. Otto slaps 
               the naked flesh.

                                     OTTO
                         This one here'll probably fill three 
                         and a half or so. After they're 
                         drained, I'll show you what's next. 
                         It's easier than you think.

               Zink, zink, the knife sharpens again.

                                     OTTO
                         Here at the tailbone, about an inch 
                         deep, right down the spine.

               There is a strange zipping sound.

               John steps back as though he suddenly lost his balance. Blood 
               is missing the bottle and splattering around his feet.

                                     OTTO
                         Then, here... and here.

               We are almost to the curtain and the blood is everywhere, 
               puddling on the floor.

                                     OTTO
                         Then you just cut a finger hole... 
                         and tear.

               An awful tearing noise begins as --

               The bottle that John had been filling, slips out of his hand, 
               shattering on the tile floor, in a deafening explosion of 
               green glass and blood.

               John turns towards the curtain, lunging out, gulping air.

               The heavy rubber boots step through the pool of blood, glass 
               crunching underfoot, past the swinging shadow of the hanging 
               body.

               Otto throws open the curtain and finds John sitting on the 
               bench between the lockers, breathing deep and looking very 
               sick.

               Otto shakes his head, disappointed.

                                     OTTO
                         Granny's probably got some work for 
                         you upstairs.

               John looks up.

                                     JOHN
                         I'm sorry...

                                     OTTO
                         You can throw all that stuff in the 
                         furnace. But not the coat. It's a 
                         good coat.

               Otto snaps the curtain shut and again we hear the knife 
               sharpening.

               INT. MISSION KITCHEN - NIGHT

               A bowl is being washed. John passes it under the running 
               water, rinses it, then sets it in the rack.

               John stares blankly as he lifts another dirty bowl from the 
               cart.

               The crusty, brown remnants of the stew, thin scrape lines 
               left from the spoon.

               John begins to hear the scraping of the spoon against the 
               bowl.  He is unable to move, listening.

               We hear the man eating, slurping the stew, smacking on the 
               thick pieces of meat.

               John looks at the enormous stack of dirty bowls piled on the 
               cart. The number has grown to almost comic proportions. We 
               begin to hear more eating noises.

               The munching, scraping, clattering spoons multiply, growing 
               louder, swelling, until it seems the entire dining hall was 
               stuffed into the tiny kitchen.

               Suddenly, there is a knock on the back door, cutting the 
               noise short.

               John shuts the water off goes to the door. He throws the 
               bolt and opens the door to find Ophelia.

               She pulls back her hair, revealing the ruby earrings.

                                     OPHELIA
                         I love them.

               She embraces and kisses John who reacts awkwardly.

                                     OPHELIA
                         I... thought you were feeling better?

                                     JOHN
                         I am. I just, I mean, I wish...

               He glances at the open basement door.

                                     JOHN
                         You shouldn't come here anymore, 
                         Ophelia.

                                     OPHELIA
                         Why not?

               He doesn't want to answer the question.

                                     JOHN
                         Come on. Let's go upstairs.

               INT. JOHN'S BEDROOM - NIGHT

               John shuts the door.

                                     OPHELIA
                         John, what's going on? You have to 
                         tell me. I want to know why you were 
                         acting so strange the other night 
                         and why you disappeared that morning.

                                     JOHN
                         God...

                                     OPHELIA
                         What?

               He can't stop himself from smiling at her.

                                     JOHN
                         You are so beautiful.

               She blushes.

                                     JOHN
                         How are your legs?

                                     OPHELIA
                         They're fine.

                                     JOHN
                         Can I see?

               He sits on the bed beside her and tries to push her skirt 
               up.

                                     OPHELIA
                         No. I can't remove the bandages yet.

                                     JOHN
                         Just a peek.

                                     OPHELIA
                         No, John. Stop. Come on, talk to me.

                                     JOHN
                         Talk about what?

                                     OPHELIA
                         What happened the other night?

                                     JOHN
                         I don't know, I'm not sure I can 
                         explain it. And even if I could, I 
                         don't think you could understand it. 
                         Not yet, anyway.

                                     OPHELIA
                         What does that mean?

                                     JOHN
                         I've just had this feeling lately 
                         that there's this connection between 
                         us, like we're headed in the same 
                         direction and that, right now, you're 
                         learning the same things that I'm 
                         learning.

                                     OPHELIA
                         Learning what things?

                                     JOHN
                         Things like who and what you are. 
                         And more importantly, what you want.

               He leans into her and kisses her neck.

                                     JOHN
                         You liked the earrings?

                                     OPHELIA
                         Yes. Very much. But I have to know 
                         where you got the money for them. 
                         And don't tell me Granny gave it to 
                         you.

                                     JOHN
                         They were donated to the Mission.

                                     OPHELIA
                         By who?

                                     JOHN
                         An older woman, or, I mean, her 
                         estate. She died and gave everything 
                         to Rex. He said I could pick out 
                         what I wanted. I took the earrings 
                         and...

               He crosses to the closet.

                                     JOHN
                         I was going to save it and give it 
                         to you later, for your birthday maybe 
                         or Christmas but I think you should 
                         have it now.

               From the closet, he pulls the long, lush fur coat. Ophelia 
               clamps her hand over her mouth.

                                     OPHELIA
                         Oh my god.

               John offers it to her though she seems almost scared to touch 
               it.

                                     JOHN
                         Do you like it?

                                     OPHELIA
                         It's beautiful.

               Her fingers disappear beneath the thick, soft fur.

                                     JOHN
                         Try it on.

               She smiles guiltily, but turns and lets him slip it on.

                                     OPHELIA
                         Oh, god, John. I can't believe this. 
                         There's woman who comes to the clinic 
                         who has a coat like this. I've always 
                         wondered what it would feel like to 
                         wear one.

               She models herself in the mirror, wrapped in its 
               luxuriousness.

               John, behind her, is excited by the animal skins. He buries 
               his head in her hair which tumbles loose in the fur. He feels 
               the fur against his naked arms wrapped around her.

                                     OPHELIA
                         Oh, no.

               He kisses her neck and ear.

                                     JOHN
                         What?

                                     OPHELIA
                         It feels wonderful.

                                     JOHN
                         Good.

                                     OPHELIA
                         No, it's bad.

                                     JOHN
                         Why?

                                     OPHELIA
                         It's fur. It's not right.

                                     JOHN
                         You said it felt good.

               She smiles, almost intoxicated by the feel.

                                     OPHELIA
                         It feels incredible.

                                     JOHN
                         Listen to what your body wants.

               She laughs.

                                     OPHELIA
                         That sounds like Rex.

               He unbuttons her blouse, exposing her naked body beneath the 
               black coat. His hand strokes across the fur finding her 
               breast.

                                     OPHELIA
                         John, please, we need to talk.

                                     JOHN
                         No, no one needs to talk.

               She moans, closing her eyes.

               She moans again. And he answers in a low, almost bestial 
               growl. He begins to bite at her hair, her shoulder and up 
               along her neck. The more he touches her, her warm flesh under 
               the animal skin, the more excited they become.

               He presses her against the wall, his hands moving through 
               the fur, down her wallet, where he begins to pull the coat 
               and her skirt up along the back of her thighs.

               Against the wall, in the shadows of the room, lost in the 
               coat, she looks very much like an animal standing on its 
               hand legs.

               He begins to nibble at her ear lobe. Licking it, pulling at 
               it with his lips and as he sucks it we hear her earrings 
               tinking against his teeth.

               Suddenly, her expression changes. Blood begins to seep from 
               his tightly pursed lips.

                                     OPHELIA
                         John -- ow!

               He holds her tighter.

                                     OPHELIA
                         John, that hurts!

               She screams and as she tears free, we hear his teeth biting 
               through the cartilage.

               John stumbles back, his mouth and chin covered with blood.  
               She covers her bleeding ear.

                                     OPHELIA
                         Jesus!

               Ophelia throws off the coat.

                                     OPHELIA
                         What is wrong with you?!

               John, stunned, still has something in his mouth.

                                     JOHN
                         I love you.

               Shaking her head, she rushes out the door.

               John is unable to say anything, unable to understand what he 
               has become.

               After a moment, he tastes the piece of her earlobe and earring 
               in his mouth. He spits it into his hand, blood and saliva 
               running between his fingers. He closes his hand into a fist, 
               holding it tightly.

               John turns to the window and watches Ophelia burst into the 
               alley, running from the building.

               He is seen pressed against the panes of the window, like an 
               animal pressed against the bars of its cage.

               Granny opens the door to John's room.

                                     GRANNY
                         John.

               John cannot move. Ophelia is gone.

               Granny gently turns John from the window. She begins to clean 
               the blood from his face with a dish towel.

                                     GRANNY
                         Tsk. Had a little mess, here, didn't 
                         we?

               He stands numbly, his fist still clenched.

                                     GRANNY
                         It's hard at first. It'll get better.

               John, suddenly, looks straight at Granny.

                                     JOHN
                         I bit her.

                                     GRANNY
                         I know, honey. I know. It's okay. 
                         It's natural.

               She continues to clean him, dabbing the towel to her tongue 
               and then wiping his face.

                                     GRANNY
                         Do you know that cats eat their young? 
                         Rex kept telling me that, over and 
                         over.

               She pauses for a moment, remembering.

                                     GRANNY
                         I felt so bad about it, for a long 
                         time, but Rex just kept saying, "It's 
                         natural, Gretchen. It's natural." 
                         That's when I wondered. Something 
                         has to die for something else to 
                         keep on living.

               She puts the towel to his nose.

                                     GRANNY
                         Here, blow.

               John blows his nose into the towel.

                                     GRANNY
                         Now, you just need to get some sleep.

               She leads him to the bed.

                                     GRANNY
                         Sleep makes everything feel better.

               He lays down. She sees the blood leaking from his fist and 
               tries to open it. He jerks it away from her.

                                     GRANNY
                         Okay. I know. One day you'll 
                         understand. You'll see.

               He clutches his fist to his chest and rolls away from her.

                                                               DISSOLVE TO:

               INT. JOHN'S BEDROOM - NIGHT

               It is much later that night.

               John is having a nightmare, tossing in his sleep, his face 
               beaded with sweat.

               INT. THE PARKING GARAGE - NIGHT

               Everything moves very slowly as John rises up to see himself 
               standing with the baseball bat. He sees everything from the 
               perspective of the man he killed.

               The bat smashes down.

               INT. JOHN'S BEDROOM - NIGHT

               John's head whips sideways as if he had been bashed by the 
               bat.

               INT. SHOWERS - NIGHT

               John is hanging upside down, staring at the tile floor and 
               the feet of Otto and John, as Otto slits his throat.

               We watch as John holds the bottle, catching the stream of 
               blood. The bottle slips and we see it slowly fall and smash --

               INT. JOHN'S BEDROOM - NIGHT

               John bolts upright, his mouth gaping, as though he were trying 
               to scream, but couldn't.

               He grabs his throat to make sure it isn't slit.

               He calms down, his breathing begins to slow.

               He looks at his hand, which is still knotted into a tight 
               fist. Slowly, the hand opens, but to his horror, it is empty. 
               The earring is gone.

               He jumps out of bed and runs to --

               INT. JOHN'S BATHROOM - NIGHT

               Clicking on the white light, John goes to the sink and turns 
               on the cold water.

               He gulps at the stream for a long time before coming up for 
               air.

               He lifts his head and catches his reflection in the mirror. 
               He sees he has begun to sweat tiny beads of blood. He tries 
               to wipe it off but he cannot.

               He begins to cough. He doubles over, his face turning bright 
               red, unable to breathe, unable to dislodge the object caught 
               in his throat.

               He gags, a spray of blood dotting the sink, and hacks 
               something out onto the porcelain.

               It is an entire ear with the earring.

               He starts to scream.

               INT. JOHN'S BEDROOM - NIGHT

               John, again, covered in sweat, bolts upright from his dream.

               There is blood on his lips.

               He looks at his fist and opens it. The earring is gone.

               He starts to cry, collapsing into himself, curling up in the 
               bed.

                                     JOHN
                         Oh god. What's happened to me?

               INT. SLIMAGE SURGICENTER - DAY

               It is late, near the end of the day. The phone rings and 
               Ophelia answers it.

                                     OPHELIA
                         Slimage Surgicenter, how can I help 
                         you?

                                     DETECTIVE DARROW (V.O.)
                         This is Detective Darrow with the 
                         Chicago P.D. I need to speak with 
                         one Shelley M. Perdue.

                                     OPHELIA
                         Yes, of course. One moment.

               She puts the detective on hold.

                                     OPHELIA
                         Ms. Perdue, there is a police 
                         detective that would like to speak 
                         to you.

                                     SHELLEY (V.O.)
                         Really? How strange. Put him through.

                                     OPHELIA
                         Go ahead, detective.

               Ophelia is about to disconnect but stops herself and stays 
               on the line.

                                     DETECTIVE DARROW (V.O.)
                         Ms. Perdue, I'm sorry to bother you 
                         but I'm investigating a missing 
                         persons and I need to ask you a few 
                         questions.

                                     SHELLEY (V.O.)
                         Of course, detective.

                                     DETECTIVE DARROW (V.O.)
                         Can you verify that Ms. Evelyn Sedier 
                         was a patient of yours?

                                     SHELLEY (V.O.)
                         Yes, she was. For several years, 
                         we've been seeing Evelyn for a variety 
                         of procedures.

                                     DETECTIVE DARROW (V.O.)
                         Did Ms. Sedier have an appointment 
                         scheduled on the afternoon of the 
                         12th?

                                     SHELLEY (V.O.)
                         Yes, she did. But the appointment 
                         was canceled.

                                     DETECTIVE DARROW (V.O.)
                         Can you tell me why?

               Ophelia fiddles nervously with her bandaged ear.

                                     SHELLEY (V.O.)
                         There had been a problem with Evelyn's 
                         payments for the past several 
                         appointments.

                                     DETECTIVE DARROW (V.O.)
                         She owed the clinic money?

                                     SHELLEY (V.O.)
                         Forty six thousand dollars, I believe 
                         was the figure.

                                     DETECTIVE DARROW (V.O.)
                         I see, one last question, Ms. Perdue. 
                         Do you have any idea what might have 
                         happened to Ms. Sedier?

                                     SHELLEY (V.O.)
                         I'm sure I don't know, detective, 
                         but why don't you ask my secretary?

               Ophelia looks back at the mirror, feeling the presence of 
               Shelley behind the silvered glass.

                                     SHELLEY (V.O.)
                         She has been listening to our 
                         conversation. I suspect she can tell 
                         you what happened to poor Evelyn.

                                     OPHELIA
                         No, I don't know anything.

               The phone line goes dead. Ophelia twists back to find Rex 
               Mundi, his hand still over the phone.

                                     OPHELIA
                         Rex? What are you doing here?

                                     MUNDI
                         You know the answer to that question, 
                         Ophelia.

                                     OPHELIA
                         I don't. I swear I don't.

               Mundi moves around the desk as Ophelia backs away.

                                     MUNDI
                         Of course you do. You tried the coat 
                         on, didn't you? You knew the truth 
                         the moment you tried it on.

                                     OPHELIA
                         No, that's a lie!

               He steps closer and Ophelia pulls the dinner knife from her 
               pocket.

                                     OPHELIA
                         Get away from me!

                                     MUNDI
                         Oh yes. I love a little vinegar in 
                         my greens.

               He grabs for her and she swipes wildly, ducking past him and 
               bolting into the hall while --

               Shelley appears behind her and grabs her by the throat.

                                     SHELLEY
                         Remember, Rex, she's mine. You got 
                         the boy. I get the girl.

               Ophelia screams, fighting for the knife which she twists 
               free and --

               Slashes across Shelley's breast, causing clear saline to arc 
               from the lacerated implant.

               From behind, Mundi grabs Ophelia, lifting her into the air.

                                     SHELLEY
                         You little bitch! You're going to 
                         pay for that!

               INT. OPERATING ROOM

               Mundi slams Ophelia down onto the operating table.

                                     OPHELIA
                         No! No! Please!

               He holds her down as Shelley holds her in place with a heavy 
               roll of white medical tape.

                                     OPHELIA
                         Why are you doing this?

                                     MUNDI
                         If you look deep enough, you know 
                         the answer, Ophelia. Isn't this all 
                         your fault? Didn't you bring John to 
                         the Mission in the first place?

                                     OPHELIA
                         Who are you?!

               Mundi laughs.

                                     MUNDI
                         Would you like me to tell you that I 
                         am a demon, an incubi as old as hunger 
                         itself or that Shelley was born 
                         beneath the face of the first mirror?

                                     SHELLEY
                         Rex, never reveal a woman's age.

                                     MUNDI
                         Perhaps you would prefer a more 
                         secular answer. That we are 
                         manifestations of human nature created 
                         by your subconscious to 
                         anthropomorphize your darkest fears, 
                         your guilt and desire.

               He moves in closer, savoring her helplessness.

                                     MUNDI
                         The conclusion is really the same, 
                         isn't it, my dear?

               He is close enough to whisper.

                                     MUNDI
                         Nature is evil.

               He smiles, showing her the long hollow needle-tube of the 
               liposuction machine. Ophelia begins to scream when Shelley 
               stuffs her mouth with gauze and secures it with more tape.

                                     SHELLEY
                         Suck it all out, Rex dear. Suck her 
                         dry. I want every last lovely drop.

               The machine whirs to life, and Mundi begins inspecting the 
               meaty part of each thigh.

                                     SHELLEY
                         Don't worry, pretty girl. It'll be 
                         over soon. It's just another bad 
                         dream.

               She smiles.

                                     SHELLEY
                         Isn't it?

               Ophelia screams into her gag as Mundi inserts the needle and 
               begins to suck the life out of her until --

               INT. OPHELIA'S BEDROOM - NIGHT

               She wakes, shaking with fear.

                                     OPHELIA
                         Oh god... John...

               The words seems to conjure a resolve and she suddenly knows 
               what to do.

               INT. MISSION - NIGHT

               Ophelia creeps down the back alley, looking for a way into 
               the mission. She finds the basement window that Links broke 
               open.

               INT. MEN'S ROOM - NIGHT

               Ophelia crawls down into the putrid lavatory. The smell of 
               the basement assaults her. Quietly, she moves through the 
               greasy rot of the showers and enters the locker labyrinth.

               She hears someone descending the stairs. Trying to keep 
               herself calm, she hides inside one of the lockers.

               Kuru turns the corner just as she closes the door. Carrying 
               several empty wine jugs, he walks past the locker where she 
               is hiding.

               Through the metal slits she sees him. Suddenly, like a dog 
               catching a scent, he stops. His nostrils flare.

               Blood pounds against her temples as her body sets, rigid 
               with fear. He seems about to look straight at her when he 
               turns and continues on his way.

               With painstaking care, she opens the locker, then hurries as 
               silently as she can to the stairwell.

               INT. KITCHEN - NIGHT

               Coldly quiet, the kitchen appears to be empty. Ophelia rushes 
               to the back staircase.

               INT. JOHN'S BEDROOM

               Again wrestling with his dreams, John lays in a tangle of 
               sheets. Ophelia sits softly beside him, touching him gently.

                                     OPHELIA
                         John.

               He jerks awake as though electrified by her touch.

                                     JOHN
                         Ophelia?

               He looks around, expecting another dream.

                                     OPHELIA
                         Yes. It's me. I'm here.

               She touches his face and the warmth of her hand fills him 
               with emotion. He wraps his arms around her, drawing her in 
               tight.

                                     JOHN
                         Ophelia... I'm so sorry...

                                     OPHELIA
                         No, it's not your fault. I brought 
                         you here.

               She takes hold of him.

                                     OPHELIA
                         John, look at me. The police were at 
                         the clinic today, asking me all sorts 
                         of questions about Shelley and Ms. 
                         Sedier. Then they started asking 
                         about Rex and the mission.

               He pulls away from her.

                                     JOHN
                         You shouldn't have come here.

                                     OPHELIA
                         Why? What's happening here?

                                     JOHN
                         Please, don't ask me that.

                                     OPHELIA
                         I want to help you.

                                     JOHN
                         You can't. It's too late for me.

                                     OPHELIA
                         No. I don't believe that. Come on, 
                         we're getting out of here.

               She grabs his clothes from the floor and begins dressing 
               him.

                                     JOHN
                         Please, Ophelia, leave this place 
                         and just forget about me.

                                     OPHELIA
                         I can't. I won't. Don't you get it? 
                         I love you.

               He feels those words, trying to heal some part of him.

                                     JOHN
                         ...I love you too.

                                     OPHELIA
                         Then come with me.

               He nods, when suddenly he sees something over her shoulder 
               that frightens him.

                                     OPHELIA
                         What is it?

               She turns and finds Mundi standing behind her.

                                     MUNDI
                         Ophelia, you are, as always, a feast 
                         for the eyes.

               Kuru stands at the door, a bloody baseball bat cradled in 
               his arms.

                                     OPHELIA
                         Rex? Good. I was hoping to see you. 
                         I wanted to thank you and to say 
                         goodbye.

                                     MUNDI
                         Yes. I believe you will be saying 
                         goodbye but you won't be leaving 
                         here, will she John?

               John can almost feel Mundi squeezing his intestines.

                                     MUNDI
                         I spoke with Shelley, Ophelia. She 
                         told me you were talking to the 
                         police.

                                     OPHELIA
                         I didn't tell them anything! I don't 
                         know anything.

                                     MUNDI
                         Poor Ophelia, still living in denial. 
                         Like so many others, unable to face 
                         what a part of them has always known 
                         to be true. There is only one truth 
                         that is universal, that is eternal 
                         and everlasting.

               His eyes gleam with the wet-black of coal.

                                     MUNDI
                         Hunger.

               Ophelia feels the knife in her pocket.

                                     MUNDI
                         It is hunger that drives us, hunger 
                         for power, for love, for money, for 
                         beauty. It is hunger that shapes us, 
                         that gives our lives purpose, and in 
                         the end, it is hunger that separates 
                         the world into the only two 
                         distinctions that matter: that of 
                         predator and that of prey.

               He steps towards her with malice in his grin and she rips 
               the knife from her pocket.

                                     OPHELIA
                         Stay away from me!

                                     MUNDI
                         Oh yes, I do enjoy a little vinegar 
                         with my greens.

               Ophelia feels a strange dyslexic blur of dreams and reality.

                                     MUNDI
                         What is it, Ophelia? You look as if 
                         you've seen a ghost.

               He grabs the knife hand, twisting it behind her.

                                     OPHELIA
                         No! John, help me!

                                     MUNDI
                         Yes, John. Help her.

               Kuru hands John the bat. He turns to Ophelia, his eyes cold 
               and dead.

                                     OPHELIA
                         John! John!

                                     JOHN
                         Ophelia, you shouldn't have come 
                         here.

               His grip tightens on the bat.

                                     OPHELIA
                         John, fight him. It's not too late, 
                         you have to believe me. John? Please, 
                         I love you.

                                     MUNDI
                         Of course. The magic elixir of love. 
                         But what is love, really? Sadly, it 
                         is little more than something we 
                         simply acquire a taste for, like 
                         sex, or power, or chocolate. I myself 
                         must confess to a certain weakness 
                         for vegetarians.

               He holds her face as if he might kiss her, staring at her 
               mouth.

                                     MUNDI
                         Such beautiful canines wasted...

               Ophelia rips free of his grip and bites down, sinking her 
               teeth into his hand. Mundi howls with rage as --

               John's face contorts as a bestial cry rises out of him and 
               he raises the bat --

               Smashing it down, cracking it against Mundi's head.

               Ophelia tears free and Mundi falls while john attacks Kuru, 
               forcing him back into the bathroom until --

               He grabs Ophelia and they bolt from the room.

               Kuru helps Mundi, blood oozing down his temple as he quickly 
               regains consciousness.

                                     MUNDI
                         Kill them!

               INT. STAIRWELL - NIGHT

               Otto rises up the stairs, a cleaver in each hand as Ophelia 
               and John turn, scrambling back up the stairs.

               At the end of the hall, Kuru now rushes towards them as they 
               flee, running wildly through the first open door --

               Slamming it and bolting it just as Kuru batters against it.

                                     OPHELIA
                         What are we going to do?

               Caged windows glow with moonlight. It seems that they are 
               trapped. John examines them even as Kuru and Otto continue 
               to bludgeon on the door.

               There is a small padlock and latch which is screwed into the 
               window jamb.

                                     JOHN
                         I need...

               He takes the dinner knife from her. The screws turn, painfully 
               slow, as the door shrieks with every shouldered blow.

               Finally, the cage opens. They are over two stories above the 
               alley. To the left, several windows away is an open window.

                                     JOHN
                         It's the only way.

               The bolt begins to splinter.

                                     JOHN
                         You first.

               Ophelia summons her courage and crawls out onto the stone 
               ledge.

                                     JOHN
                         I'm right behind you.

               Forcing herself to stare at the open window, she edges toward 
               it. John looks back once, the door suddenly quiet, then climbs 
               out onto the ledge.

               Together they slide, inch by inch, along the thin stone edge.

                                     JOHN
                         Careful.

               Ophelia slowly reaches for the sash, bending down, she crawls 
               into the dark opening. There is a muffled bump, as if she 
               fell to the floor.

                                     JOHN
                         Ophelia?

               He edges closer, unable to see inside the black hole.

                                     JOHN
                         Ophelia?

               He is about to climb in when Otto jumps out at him. John 
               shouts, twisting away but loses his balance --

               His arms flail wildly, trying to find some kind of hold as 
               he begins to fall --

               He dives forward, grabbing hold of the window ledge. Legs 
               kicking helplessly, he dangles over the alley, holding onto 
               the ledge with one hand.

               Mundi steps out of the shadows, looking down at John.

                                     JOHN
                         Ophelia!

                                     MUNDI
                         She's here. Don't worry. She'll be 
                         joining you soon enough.

               Mundi smiles.

                                     MUNDI
                         You came here with only one thing to 
                         offer me. Your hands. That's why I 
                         couldn't let you leave, John. We had 
                         a deal.

               He nods to Otto and John suddenly sees the horror of what is 
               about to happen.

                                     JOHN
                         Nooo!

               There is the flash of a sharpened wedge of steel as the 
               cleaver --

               Buries itself into the wood sill, just behind the bone of 
               the wrist and --

               John screams, plummeting to the alley below where he slams 
               into a pile of over-ripe bags of garbage.

               FADE TO BLACK.

               FADE IN:

               INT. SHOWERS - NIGHT

               We are unsure of where we are. Dirty white lines of moldy 
               grout stretch out like lines of longitude of a dark, unreal 
               world.

               We begin to move, dragged roughly, our blurry single eye 
               sliding along the greasy green ceramic tile.

               Our vision fades in and out as the world begins to tilt with 
               a racheting chain ringing in our ears until the hard green 
               squares slowly fall away and spin lightly beneath us.

               We are dangling there when we see the bloody stump at the 
               end of one arm as we realize that we are John, naked, hanging 
               upside down in the shower room.

               Again, we black out.

               INT. MEAT FREEZER - NIGHT

               Ophelia jerks awake. She is inside a dark, cold space that 
               feels like a coffin. Screaming, she beats against the door 
               which gives enough to let a sliver of light in.

               Ice-cold, her skin is pale moon-white, her lips already blue. 
               Her breath steams around her as she realizes she is locked 
               in one of the refrigerators packed with slabs of bright red 
               and white marbled meat.

               INT. SHOWERS - NIGHT

               Kuru leans over the inverted John.

                                     KURU
                         You're stew now, John-boy.

                                     OTTO
                         What are you doing down here? You 
                         see the time? Granny's gonna need 
                         help serving.

                                     KURU
                         In a minute. I just want a little 
                         sip of him while it's still nice and 
                         warm.

               INT. REFRIGERATOR - NIGHT

               Ophelia kicks viciously at the door but a padlocked chain is 
               wrapped around and through the handle.

               She cracks open the plastic shelve-form, exposing the inside 
               of the door. Tearing out the old foam insulation, she finds 
               the nuts to the back of the handle.

               INT. LOCKER ROOM - NIGHT

               Otto grabs his knives and the sharpener. As he passes one of 
               the refrigerators, we see a handle screw turn and fall, making 
               a tiny plink against the floor.

               INT. SHOWERS - NIGHT

               Half conscious, John begins to hear a familiar sound; zink, 
               zink. He tries to reach up to free his feet but he has no 
               hand.

                                     JOHN
                         Ophelia...

                                     KURU
                         She's on ice, John-boy. After dinner's 
                         served tonight, Rex promised us a 
                         little treat, sashimi.

               Otto grabs his hair, pulling him back, exposing his throat.

                                     OTTO
                         Grab one of them bottles.

               Kuru holds the bottle with the bloody funnel under John's 
               head.

               The knife gleams unnaturally bright and long, like death's 
               scythe, arcing towards his neck.

               Suddenly, all the basement lights go out.

                                     OTTO
                         Fucking fuses.

               INT. LOCKER ROOM - NIGHT

               Behind the bank of refrigerators is the main fuse box. Otto 
               slips in behind the largest freezer and finds the circuit 
               main has been tripped.

                                     OTTO
                         What?

               INT. SHOWERS - NIGHT

               John sees his pile of clothes nearby. They seem to be out of 
               reach but he begins to swing toward them, each time drawing 
               closer and closer.

               INT. LOCKER ROOM - NIGHT

               Kuru finds the chain curled around the base of the 
               refrigerator and the inverted, limp handle.

                                     KURU
                         Otto! Otto!

               Otto turns just as Ophelia plunges a long boning knife into 
               Otto's hump.

                                     OTTO
                         You bitch!

               He grabs for her but she knees him in the groin, shoving him 
               back against the wall where the knife hits the open fuse box --

               Electrifying Otto, cooking him instantly.

               INT. SHOWERS - NIGHT

               With the faintest of holds, John catches the sleeve of his 
               coat.

               INT. LOCKERS - NIGHT

               Kuru sees Otto's twitching body fall to the floor. Ophelia 
               runs into the dark metal labyrinth of the lockers as Kuru 
               lunges after her.

               INT. SHOWERS - NIGHT

               Straining to stay conscious, John searches the pockets until 
               he finds what he needs; the dinner knife.

               INT. LOCKERS - NIGHT

               Ophelia creeps silently through the maze, trying to not even 
               breathe.

               Kuru follows her scent; a true predator stalking its prey.

               She turns a corner, moving through the black space by touch, 
               her fingers using the lockers as the blind use braille.

               There is a sharp metal bang behind her. She freezes, afraid. 
               Crouching, she listens, almost feeling the darkness come

               alive around her as --

               We move up to the top of the locker where Kuru stands 
               barefoot, perched above her like a jungle cat.

               His knife hisses against the leather of his belt. Ophelia 
               hears it and bolts --

               Rushing blindly, searching for the showers until --

               She runs straight into Kuru. He slams her back, pinning her 
               against the lockers.

               The long knife traces down her body like a finger.

                                     KURU
                         Oh... I just been dying for a piece 
                         of this ass.

               Hearing something, he turns to see John heave the enormous 
               wine jug --

               Smashing down onto Kuru who crumbles under the explosion, 
               falling with a shower of blood and green glass.

               Ophelia and John collapse into each other's arms.

               INT. KITCHEN - NIGHT

               Granny stands at the edge of the basement stairs, calling 
               into the stygian dark.

                                     GRANNY
                         Otto! Kuru! Quit your monkey business 
                         and get up here! Can't you hear them?

               Behind her, through the double doors, the clatter of spoons 
               can be heard.

               Fretting, she wipes her hands on her apron and goes to the 
               stove.

                                     GRANNY
                         Rex? Rex! Dammit, where are you? I 
                         need help.

               She tries to lift the enormous pot of stew but it is obviously 
               too heavy. The stew sloshes about precariously and as some 
               spills over the edge, splattering against the floor, the 
               clattering spoons seem to react.

               John, dressed now, with a towel wrapped around his hand, 
               leads Ophelia up from the stairs. Granny whirls around.

                                     GRANNY
                         Oh?... John, Ophelia...

               Her smile is dark and toothless.

                                     JOHN
                         We're getting out and if you try to 
                         stop us, I will kill you.

               They cross to the metal backdoor but each and every lock has 
               been thrown.

                                     JOHN
                         Where are the keys?

               Granny smiles innocently.

                                     GRANNY
                         I might know --

                                     JOHN
                         Where are they!

                                     GRANNY
                         Please, John, I need help. Can't you 
                         hear them? It's late. So late. They're 
                         hungry. They have to eat. Everyone 
                         must eat --

               He rushes at her, pinning her throat against the metal 
               refrigerator with his forearm as he searches the pockets of 
               her apron.

                                     GRANNY
                         You can't leave, John! No one leaves 
                         Rex! No one!

               John finds the keys but when he turns to Ophelia, Granny 
               attacks.

                                     OPHELIA
                         Look out!

               She jumps on his back, knocking him into the counter where 
               he slams against the enormous oven.

               Falling, he grabs hold of the oven door which yawns open as 
               they tumble to the floor.

               Granny sinks her few remaining teeth into his shoulder, blood 
               bubbling out around her leathery lips as --

               John, howling mad, gets hold of her and flips her over onto 
               the oven door which he quickly kicks shut --

               Rolling her into the hot metal box, locking it shut as she 
               yowls in pain. The oven jerks and bangs, smoke billowing out 
               until her screams die.

               John stumbles over to the steel door. The room seems to grow 
               quiet.

               There is a dream-like quantity to the number of keys and 
               locks and a dream-like quality to the struggle to find each 
               match.

               With only one hand, John fumbles the key ring. Smoke swirls 
               around him, sweat stings his eyes as a single sound begins 
               to rise, like blood pounding in his temples, a sound that 
               blots out even the metal clatter of keys; the soft burble of 
               stew.

                                     OPHELIA
                         John, let me help you.

               He almost can't hear her as she takes the ring of keys. The 
               stew continues to call, siren-like, luring him towards the 
               stove.

               He stands over the pot, finger-like wisps of fragrant stew 
               steam curling around him, running through his hair.

               Turning away, he looks at the smoke-blurred image of Ophelia, 
               trying to open the door.

                                     JOHN
                         Hurry... Please...

               He sees himself reflected in the metal door of the 
               refrigerator. A fat bubble of stew pops as the distant rhythm 
               of beating bowls grows more and more insistent.

               His mouth begins to water, his stomach growls and, when he 
               glimpses the reflection again, he does not see himself, he 
               sees Mundi.

               The final lock snaps open and Ophelia throws open the door. 
               Outside, the alley seems empty.

                                     OPHELIA
                         John! Come on!

               When she turns back to the open door, Rex Mundi is there.

                                     MUNDI
                         Leaving before a meal is bad luck.

                                     OPHELIA
                         No! John!

               He grabs her by the neck, backing her into the kitchen, 
               gagging her with his other hand.

                                     MUNDI
                         It's all right, John. Go ahead. One 
                         last taste, one little finger dip, 
                         and then you can go.

               John feels Mundi taking hold of him.

                                     MUNDI
                         I give you my word, John. One last 
                         taste and I will release the lovely 
                         Ophelia and you and she may do as 
                         you wish.

               Ophelia tries to scream, "No" as John stands at the edge of 
               the stove.

                                     JOHN
                         No. No more deals.

               John grabs the entire pot and lifts it.

                                     MUNDI
                         What are you doing?

               He pitches the pot forward, throwing half the stew onto the 
               floor.

               The steaming brown liquid rushes over Mundi and Ophelia's 
               feet, running across the tile, spilling under the double 
               doors.

                                     MUNDI
                         What have you done?

               There is a huge commotion of scraping chairs and tables as 
               hundreds of people scramble to the doors.

               The first few slam against them, followed quickly by a dozen 
               more.

               John holds the pot which is half filled with stew.

                                     MUNDI
                         Give that to me.

               John shakes his head as outside becomes a feeding frenzy, 
               tongues and fingers lapping at the bottom of the doors.

                                     MUNDI
                         If you want to live you will give 
                         that to me!

                                     JOHN
                         Let her go!

               The frenzy becomes more and more violent, marked by bestial 
               cries as bodies begin pounding against the door.

                                     MUNDI
                         You're making your final mistake, 
                         John!

                                     JOHN
                         Let her go!

                                     MUNDI
                         Remember this, John. Wherever you 
                         go, I'll be there with you. Remember 
                         that. You are what you eat.

               He shoves Ophelia towards him.

                                     MUNDI
                         Now give it to me.

                                     JOHN
                         Take it!

               He throws the remaining stew at Mundi, covering him from 
               head to toe in thick, brown gravy.

                                     MUNDI
                         Oh no.

               The double doors burst open with a savage force as --

               John and Ophelia jump into the alley, slamming the door shut, 
               bracing against it as the tidal wave of humanity slams Mundi 
               against the metal.

               Blood pours out of the bottom of the door, an unnatural amount 
               of blood, a waterfall of red, rushing down the concrete steps 
               and washing over their feet.

               The pounding against the door becomes --

               INT. DINER - NIGHT

               The pounding of a single palm against a bottle of ketchup. 
               The bottle coughs and the thick red sauce gushes onto a 
               hamburger.

                                     HUNGRY MAN
                         Mom, I'm starving.

               As the man sinks his teeth into his hamburger, we see John 
               and Ophelia enter the diner.

               It has been several days. Both are bandaged, John's hand 
               thoroughly wrapped, and are carrying their suitcases.

               The fat cook watches as Ophelia reaches into her pocket. She 
               slaps the dinner knife onto the counter. It is bent and 
               flecked with blood.

               Arm in arm, they turn and leave.

                                                                  FADE OUT:

                                         THE END

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