SHERRY takes her hood off; she is blonde and about ten

LEON: What are you doing here??

SHERRY: I was on my way to the Police Department, because I got a call from my mom, telling me that's where I'd be safe

She begins to cry

SHERRY ((Crying)) I wish I knew what is going on, I want my Mom!!

LEON walks over to her, to comfort her when TRAVIS and CLAIRE rushes to him

LEON holds SHERRY: Hey guys where have you been

CLAIRE: Don't ask

LEON looks to TRAVIS: What happened to you

TRAVIS: Don't ask, who's that??

LEON: she says her name is SHERRY

CLAIRE looks to TRAVIS: IS she from the "game" also

As of now LEON and CLARIE still don't believe TRAVIS'S story of them being from a game

TRAVIS looks scared: Yeah

SUDDENLY we hear a HOWL

LEON: What is that

TRAVIS: Deju Vu

LEON: I don't think so; I think we need to get out of here

CLAIRE: Yeah me too

LEON: we have to take SHERRY with us

TRAVIS: That's fine; I really want to make sure my family is ok

They all run back to the side of the building where TRAVIS had fought MR. X as they reach the end...

TRAVIS: so whatever happened to the LICKER??

LEON: It disappeared

CLAIRE is holding SHERRY looking down

CLAIRE: I don't think so

EXT-TRAVIS'S car-Street-night

We show TRAVIS"S car, X is no where to be found, but the area around the CAR is surrounded by LICKERS, they have destroyed his CAR

TRAVIS sighs: DAMN, my car

LEON: Well we can't go back there

SHERRY holds tighter to CLAIRE

SHERRY: I'm scared

CLAIRE: I know me too

TRAVIS stared at LEON

TRAVIS: Now what??

LEON: I wish I knew, where are we

TRAVIS: Right now, I think we are in downtown Conway

The camera pans around showing the destruction and mayhem that the ZOMBIES and LICKERS are causing, a MAN is running down the street being chased by two CEREBUS (( Think dogs gone really bad, like CEREBRUS the three headed hound of Hell)) The CEREBRUS tackle the MAN and began to eat him. We see a school, suddenly the windows are blasted through by an unseen force the school crumbles in to the ground as a GRAVE DIGGER ((A giant worm, think TREMORS)) rises through the debris and goes back down

TRAVIS: I guess schools out

LEON ((Chuckles)) I guess so

CLAIRE: Why are you two laughing we have to find a way out

LEON: She is right, but we need transportation

TRAVIS: AND I'm out of ammo

LEON pulls his own GUN and checks the clip: I'm low as well
TRAVIS: Yeah well you would be out also if you had met the last creature

TRAVIS places one foot on the ledge looking out, he pans around as he sees a pawn shop

TRAVIS: Well isn't this just convenient

LEON: What do you see?

TRAVIS points the SHOP out

TRAVIS: I bet they would have some ammo

LEON: You might be right

TRAVIS: We can't take CLAIRE with the girl that would be open season

LEON: Yeah you're right

WE hear another roar, this time sounding really close

SHERRY hugs closer to CLAIRE

SHERRY: Daddy

CLAIRE looks down to see the child is asleep in her arms

CLAIRE: What did you say?

SHERRY sleeps

LEON and TRAVIS looks to them

TRAVIS: Daddy, huh, I got a shock for you girl, the next time you see your daddy, he won't know you

LEON: What did you say??

TRAVIS: Never mind

LEON: NO Its time you tell us

TRAVIS: You wont believe me

LEON looks pissed at TRAVIS

TRAVIS: We have to get some more ammo

LEON: And a ride

TRAVIS checks his WATCH its 1:30

TRAVIS: Sun wont be up for another few hours, and I doubt the nightmare will end once to sun comes up

LEON: It never does

TRAVIS: Look I go get some ammo, you find a way out

LEON taps his shoulder and points to a car dealership

LEON: think they would mine

TRAVIS: Hey you are police officer

He takes his Blockbuster shirt, revealing another shirt under it, a Joe Maduiera Spiderman T-shirt

LEON: What is that??

TRAVIS: Shut up, I gotta survive tonight, the movie comes out in a year

TRAVIS hands his shirt to CLAIRE

TRAVIS: Here, keep her warm

TRAVIS looks down at the LICKERS AND ZOMBIES below, there was beginning to be more and more ZOMBIES as the infested the townsfolk, there was even a few ZOMBIE children

Camera shows to BODIES of the man earlier, this time ZOMBIES chewed on it, we also find a fight between a ZOMBIE and a LICKER, we find out that the LICKERS are really territorial as it decapitates a ZOMBIE for strolling in to its side of the street

TRAVIS: Damn those claws, ok I'm out of here

LEON watches TRAVIS slide down the ladder and makes a mad rush to the shop; he turns to CLAIRE and SHERRY

LEON You two stay here, I'll be back

LEON runs to the same LADDER but goes a different way

CLAIRE goes over to a shed and closes the door

CLAIRE: We will get out of here

EXT-PAWN SHOP-Night

TRAVIS is still running at full speed

TRAVIS: You know I always said that if something like this happened I'd be prepared, boy am I wrong

The ZOMBIES are following quickly-by quickly I mean slow but steady

TRAVIS gets to the door of the shop, which is made out of glass, he takes his SHOTGUN and breaks a glass panel out of the door and reaches in and UNLOCKS it

TRAVIS runs in and shuts and locks the door behind him just as the first of the ZOMBIES reach the door

TRAVIS breathes a sigh of relief, he walks to the next set of doors which were unlocked and walks in to the darken PAWN SHOP

CUT TO LEON-EXT CAR LOT

LEON rushes to the lot as the ZOMBIES chase after TRAVIS

LEON: I hope he gets there

He looks at all the old CARS, for one that was unlocked,

INT-OFFICE-NIGHT
CAMERA zooms into the office where a ZOMBIE had attacked the OWNER, the OWNER is now a full ZOMBIE and is awakened to the sounds of LEON and his pounding on the WINDOWS of cars, ZOMBIE gets to his feet and staggers to the door

CAMERA is on the doorframe, as the ZOMBIE passes we see the CAR KEYS clipped on to his pants

EXT-CAR LOT-LEON'S search

LEON finds a CAR THAT IS unlocked-it happened to be an old MINIVAN



CAMERA pulls up to the ceiling showing that TRAVIS is in a huge SPIDER'S WEB
The ZOMBIE closes in on LEON and grabs LEON"S NECK

LEON spins around to the FACE the ZOMBIE

LEON screams and stumbles back on to the ground

LEON sighed-Beggars can't be choosers


The ZOMBIE falls down but LEON rolls out of the way

THE CAR KEYS fall off the ZOMBIES pocket and on to the ground

LEON rolls under a car and out the other side he stood and pulled his GUN

HE walks around the VAN and to the ZOMBIE

The ZOMBIE stands and turns to LEON

LEON shoots the ZOMBIE four times, twice in the stomach and twice in the head

A pool of BLOOD came out from under it; the ZOMBIE is now truly dead

LEON glances down to see the CAR KEYS, he picked them up and gets in to the VAN and drives back to CLAIRE and SHERRY

INT-PAWN SHOP-TRAVIS-NIGHT

TRAVIS enters the darken PAWN SHOP and searches the walls for a LIGHT SWITCH

HE FEELS THE WALLS for the SWITCH but he feels something slimy

CAMERA shot of his HANDS-a WHITE GOO is on them

TRAVIS: What is this??

CAMERA angle of the back wall, through the eyes of this creature we see it scuttle up the wall

TRAVIS finds the SWITCH

He turns it ON

INT-Lit up PAWN SHOP-NIGHT-SPIDER SCENE

TRAVIS turns to see the shop
BUT the SPIDER IS NOWHERE TO BE FOUND

TRAVIS then notices the crushed backdoor; it looks like something really big had forced its way in

TRAVIS: DAMN

HE sees FIGURES WRAPPED IN THE SAME WHITE GOO on THE FLOOR

TRAVIS takes a few steps towards them, he gets too ONE and wipes the GOO so he can see the FACE

THE FACE is locked into an eternal SCREAM

TRAVIS stumbles back, sliding on some of the stuff; his SHOTGUN goes flying behind the counter

INT-DESTROYED ROOM-SPIDER

Through the light coming in from the door we finally see the SPIDER-or the eyes all eight of them were fixated on TRAVIS

A SOUND LIKE A FISHING ROD REEL

A web line comes out of the SPIDER'S backside attaches itself to the ceiling and pulls the monstrous body up

INT-MAIN ROOM-TRAVIS

TRAVIS, as we can tell is very afraid of SPIDERS

TRAVIS: My gun??

TRAVIS stands and makes his way towards the counter when he has his back turned we see the SPIDER make its way out of the room

The SPIDER is very large and has black and yellow hair, and two monstrous fangs in the front

TRAVIS leaps over the counter to find the display case for the Pawned guns and ammo

TRAVIS: Finally, I can get the hell out of here

The SPIDER creeps along the ceiling, it rises up almost like a human, and rushes towards TRAVIS

TRAVIS looks into the reflection of the glass case and sees it coming

TRAVIS sidesteps

The SPIDER slams into it hard, knocking the glass out and the guns go flying, a MAGNAM, SUB-MACHINE GUN, and a SMALL GERNADE LAUNCER fall onto the floor

The SPIDER is lying on its back stunned

TRAVIS is lying back on a WALL-EYES wide

TRAVIS: Holy SHIT!!

The SPIDER rolls over and starts menacely moving towards TRAVIS

TRAVIS tries to scramble to his feet but the SPIDER shoots some of that GOO out and makes TRAVIS fall

This is TRAVIS'S nightmare, to be killed by a giant SPIDER, but not today

TRAVIS"S arms flails around looking for a weapon, he finds a KNIFE

TRAVIS: Like this is going to work

THE SPIDER closes in on its prey, its eight eyes locked onto him

TRAVIS suddenly screams

CAMERA cuts to his HANDS, which are bubbling slowly

THAT GOO IS A LOW ACID

TRAVIS wipes his hands on his pants

TRAVIS: Acid, that damn thing is acid

TRAVIS gets up and jumps across the counter, sliding into a glass case holding some
Swords

The SPIDER jumps out onto the counter, its two FANGS chattering together, it made a mewling sound and jumps to the floor

TRAVIS keeps his eyes on it as he stands and grabs a sword

TRAVIS: Come on mother fucker

The SPIDER rushes TRAVIS


TRAVIS takes a step back bracing for the attack

CLOSE up of the SPIDER

CLOSE up of TRAVIS'S eyes

THE SPIDER rises up on its back legs and spits more good at TRAVIS, but he dodges and swings with his sword, embedding it deep and splitting it in half

THE SPIDER falls

TRAVIS sighs: I hate those things

When SUDDENLY, the back-end splits open revealing a smaller version (Think face hugger from ALIENS)

IT jumps landing on TRAVIS'S face mewling loudly, it legs digging into TRAVIS's face

TRAVIS: OW god

TRAVIS pulls it off and punches it across the room

SPIDER JR. slides and hits the wall and runs off

TRAVIS: DAMN will this night ever end??

TRAVIS finds a BAG lying next to the corpses; he opens it to find AMMO

TRAVIS (thinking to himself): DID they know??

HE puts the BAG on his back

WALKING to the counter and placed SHOTGUN SHELLS on the counter, he kicked the GOO off of a LUMP-HIS SHOTGUN

HE loads it, and picking up the MAGNUM, SUB-MACHINE GUN and the GERNADE LAUNCHER making sure he has ammo for each, and places them into the bag

SPIDER JR is scuttling around the clothes section, it watches TRAVIS and as he turns to walk out, it rushes him again, it leaps

TRAVIS spins around as he catches it off guard and lands on the barrel of the SHOTGUN

TRAVIS: Suck on this

He pulls the trigger blowing it into dust

He turns and walks back out

CUT TO INT-SHED-NIGHT

CLAIRE is rocking SHERRY

CLAIRE hears LEON scream

CLAIRE: THAT sounded a lot like LEON

EXT-OUTSIDE THE SHED-NIGHT

A figure is standing nearby, it this dark light we can see that it was once human, it is slowly falling apart, much like a ZOMBIE, only this one is a hell of a lot bigger, it begins to walk towards the SHED

INT-SHED-NIGHT-DADDY'S HOME

SHERRY'S eyes suddenly snap open

SHERRY: DAD!!!

This startles CLAIRE

SHERRY'S LOCKET comes off and into CLAIRE'S hands

CLAIRE: What are you talking about??

SHERRY: MY dad, he's here

EXT-SHED

The figure stumbles forward, falling on the ground, his body begins to distort, his SHIRT ripped right off his back as a giant EYE is formed in the arm, it opens then closed sharply, his hands began to lengthen and become claws, sharp claws

INT-SHED

SHERRY: It's my dad

CLAIRE: Are you serious??

SHERRY: YES it's really him

EXT_SHED-MR. BIRKIN

The now deformed Mr.BIRKIN, closes in on the door, reaching with his still real hand for the doorknob

CUT to INT SHED

SHERRY stands and runs to the door

CLAIRE: SHERRY don't open that door

SHERRY: You'll see, he will make it all better

SHERRY hands close on the knob twisting it

SHERRY: Daddy

SHERRY opens the door to see her deformed father

CLAIRE: I don't think that your dad

SHERRY: Dad?

BIRKIN: Sherr-y

CLAIRE grabs SHERRY back

BIRKIN steps in

BIRKIN: SHER-RY

BIRKIN makes a swipe at SHERRY's neck


The GIRLS SCREAM

LEON off screen: Excuse me