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        11     INT. PRYOR'S OFFICE - MOMENTS LATER                     11

               Pryor reaches under his desk and detaches a SILVER METAL
               BRIEFCASE from a hidden compartment.

               He grabs a long coat off the rack, and heads out his door and
               into:

        12     INT. WEBB RESEARCHING - HALLWAY. CONTINUOUS.            12

               And on to the elevator, past Noa who jumps to attention at
               his appearance.

                                   NOA
                         I'm working! I mean, I was just
                         taking a break! I mean-

                                   PRYOR
                         I'll be out for a while, Noa.  You
                         may have to lock up tonight.

               Pryor disappears into the elevator doors, leaving a somewhat
               dazed Noa.

                                   NOA
                         Okay, sure...

               She ponders on his sudden departure, before shrugging it off
               and going back to her magazine.

        13     INT. ABANDONED BASEMENT - LATER                         13

               A rickety old wooden table sits beneath a flickering light. 
               Upon the table, a tuxedo is neatly spread out. Below the
               cuffs rests a black leather glove on each side, likewise
               below the legs rest two shiny black shoes.

               The door CREAKS open, illuminating the room with a brief
               flash of light.

               Steps bounce off the walls; a long, tall silhouette tears
               across the table.

               An elegantly dressed arm reaches outward, the fist clinched
               tight. It stops above the neckline of the tuxedo. The hand
               drops a set of bloody teeth into place.

               The arm withdraws from the table.

               Blood drips from the gums over the teeth, soaking in to the
               table, leaving a small puddle.

               Suddenly, they begin to VIBRATE lightly.

               The vibration becomes more intense, the teeth CHATTERING
               against each other, spitting blood like a clumpy mist,
               covering the white dress shirt resting underneath the elegant
               jacket.

               The breast of which erupts and deflates in quick, repetitive
               bursts as the suit slowly inflates around it.

               Gloved fingers twitch and come alive.

               The newly born creature sits erect like a Karloff Dracula
               might. It resembles the invisible man with the exception of
               blood dripping, chattering teeth suspended several inches
               above the collar.

               A second identical creature steps forward, having birthed its
               brother.

               Its arm stretches out, containing a long straight razor.

               The newborn takes the weapon, and on that chiller we:

                                                             BLACK OUT:



                                   END OF ACT ONE
                                       ACT TWO

                                                               FADE IN:

        14     INT. SUGARWATER APARTMENT COMPLEX - LATER               14

               A determined Pryor storms down the long corridor, stopping in
               front of a rather nondescript door and bangs three hard
               knocks.

               A moment or two and the door pivots open. Pryor juts a foot
               in the fresh opening and violently pries it open knocking MR.
               RAVEN tumbling back.

                                   PRYOR
                         Hello, Mr. Raven. Sorry to
                         interrupt, but it has become
                         apparent to me that we desperately
                         need to have a bit of a "sit-down".

               Pryor steps across the barrier, entering:

        15     INT. THE EPICENTER - CONTINUOUS.                        15

               The chamber is aglow with energy.  A small fleet of Circle
               MEMBERS sweep forward; encircling Pryor like vultures, MR.
               ROBIN included.

                                   PRYOR 
                         I wish to speak to Mr. Owl. Now.

               Mr. Raven, having regained his composure breaches the circle,
               coming face to face with Pryor.

                                   MR. RAVEN
                         I'm afraid Mr. Owl is otherwise
                         indisposed, Mr. Webb. How may we be
                         of service?

                                   PRYOR
                         I wish to speak to Mr. Owl.

                                   RAVEN
                         I have already told you he is not
                         available. Please, Mr. Webb, you
                         really must go.

               Pryor eyes the circle, gauging the odds; but also noticing
               the expressions they wear upon their faces.

                                   PRYOR
                         What exactly is going on here?

                                   RAVEN
                         I'm afraid that is none of your
                         business, Mr. Webb.
                             (beat)
                         I'll tell Mr. Owl you stopped by. 
                         Now, please go.

                                   PRYOR
                         You're awfully anxious for me to
                         leave, why is that?

                                   RAVEN
                         At the risk of sounding redundant,
                         you did interrupt us, Mr. Webb.

                                   PRYOR
                         You're right. This is getting
                         redundant.

               Pryor SMASHES the silver briefcase in his hand into Raven's
               long crook nose, sending him to the ground. 

               Mr. Swallow rushes Pryor along with three others trailing at
               his side.

               Pryor spins, deflecting their advances but dropping the
               silver case. Everyone stops.

                                   SWALLOW
                         And just what is in the case, Mr.
                         Webb?

               Swallow takes the case, his eyes hardly leaving Pryor's.  The
               latches flip upward, the case opens revealing nothing.

               Pryor pulls two SILVER HANDGUNS out of his pockets, taking
               aim at Swallow's freckled forehead.

                                   PRYOR
                         Surprise.

               One shot is all it takes to put Swallow down. The other
               members shift and distort, swarming like banshees around him.

               Pryor spreads his arms taking aim at two separate targets. 
               He moves with them, spinning in place.

        16     INT. WEBB RESEARCHING - LATER                           16

               Noa tosses her magazine aside and paces the hall to Pryor's
               office. She's incredibly fidgety; biting her lip and fiddling
               with her hands.

               She raises her shoulder and marches to Pryor's door.

        17     INT. PRYOR'S OFFICE - CONTINUOUS.                       17

               A curious Noa enters as discreet as she's able.

               She searches Pryor's desk; flips through some papers, checks
               a few drawers and checks his shelves. Nothing.

               She plops into his chair. She walks the chair, spinning it in
               circles, no idea what to do next.

               She stops and lets the chair coast, finishing its rotation,
               when she spies Pryor's ANSWERING MACHINE.

               Meanwhile, over in:

        18     INT. WEBB RESEARCHING - THE SLAB. CONTINUOUS.           18

               Faith is taking notes on some samples that are lined up
               before her. Behind her, on the slab from which the room takes
               its name, rests the body of a furry humanoid DEMON.

               It GARBLES and chokes on a lime green fluid seeping from its
               mouth. Faith spins around.

                                   FAITH
                             (weary)
                         Not again...

               She sprints over to it, pulling a machine with a large blue
               canister and plastic line of tubing with her.

                                   FAITH (cont'd)
                             (to creature)
                         You're dead, act it!

               She slips the tubing down the creature's throat and turns a
               knob on the canister. It immediately begins sucking the gunk
               from the creature's throat.

               Faith grabs some paper towels and wipes the gunk off the
               creature's chin and chest.

                                   GABRIEL (O.S.)
                         Grocken?

               Faith barely bothers to crane her head back to see GABRIEL.
               She manages to cover being pleased to see him pretty well.

                                   FAITH
                         What it says on the tag.

                                   GABRIEL
                         Yeah, that's where I read it from.

               She tosses the towels in the trash.

                                   FAITH
                         I feel it's my duty to tell you
                         that you're starting to get
                         seriously stalker-y.

               Faith goes back to taking notes.

                                   FAITH (cont'd)
                         My apartment is one thing, but I
                         work here, and I have a hard enough
                         time concentrating as is.

                                   GABRIEL
                         Something on your mind?

               She flashes a smile to Gabe.

                                   FAITH
                         Wouldn't you like to know.
                             (then)
                         You'll be glad to hear I'm staying
                         in New York a bit longer. You know
                         why?

                                   GABRIEL
                         Haven't the faintest.

                                   FAITH
                         I decided I want to know what the
                         hell you are, and what kind of game
                         you're playing.

               Faith steps up and goes nose to nose.

                                   FAITH (cont'd)
                         Feel free to spill at any time.

                                   GABRIEL
                             (grins)
                         We've both got our secrets, Faith.

                                   FAITH
                         I hope that's not a threat!

                                   GABRIEL
                         Hardly. It's an appeal.
                             (steps back)
                         You've got your reasons, as I've
                         got mine.

                                   FAITH
                         The difference being, you seem to
                         know mine.

                                   GABRIEL
                         Yeah, sorry, but that's just a by
                         product of the ones I keep.

                                   FAITH
                         You could always even the odds
                         between us a little.

                                   GABRIEL
                         No, I really can't.

                                   FAITH
                         Alright, whatever. You here for a
                         reason? Anything cryptic you're
                         here to tell me? Something that
                         won't make sense till after the
                         fact?

               Gabe looks away from her. His expression darkens.

                                   GABRIEL
                         You're going to lose one.

               Faith's look immediately darkens, as we cut to:

        19     EXT. CRIME SCENE - MOMENTS LATER                        19

               A skeleton crew remains, guarding the perimeter of the police
               line from civilians. Quinn holds a clipboard in his hand,
               filling in a few notes.

               The Random Officer arrives with a coffee.

                                   QUINN
                             (taking coffee)
                         Thanks.

               Quinn hands a clipboard to the Random.

                                   QUINN(cont'd)
                         That should be the big stuff.  Get
                         that over to Barclay, asap.

                                   RANDOM
                         On my way now, Detective!

               The Random dashes off.

               Quinn checks his watch then walks past the police line and
               across the street, getting into:

        20     INT. QUINN'S CAR. CONTINUOUS.                           20

               He crashes into the comfort of his seat. Puts the key in the
               ignition, and with a couple sputters the engine roars to
               life.

               He starts to shift into gear when he notices a LARGE YELLOW
               ENVELOPE in the passenger's seat.

               Quinn checks his back seat and looks out his window to see if
               anybody is watching him. He sees nothing.

               He takes the envelope in hand and tears the edge open,
               emptying the contents: X-RAYS of a human skull.

               A small tag attached, reads: QUINN, JON.

               He carefully slides them back into the envelope and lays it
               next to him.

               He gets lost in thought for a moment, then shifts into gear
               and pulls out onto the street.

        21     INT. WEBB RESEARCHING - THE SLAB. CONTINUOUS.           21

               Faith paces before Gabriel.

                                   FAITH
                         A hand? An eye? A Foot? What? What
                         am I going to lose one of?

               Gabriel remains silent.

                                   FAITH (cont'd)
                         Oh, no, no, no. Don't give me that
                         look. You had better not be talking
                         about what I think you're talking
                         about, or this relationship of ours
                         is about to get real messy.

                                   NOA (O.S.)
                         Faith!

                                   FAITH
                         Noa?

               Faith turns round, heading outside and into:

        22     INT. WEBB RESEARCHING - HALLWAY. CONTINUOUS.            22

               Faith leaves the room, practically running into Noa in the
               hall. She registers Noa's panicked expression.

                                   FAITH 
                         What's wrong?

                                   NOA
                         It's Pryor! Something's seriously
                         wrong!

               Faith opens her mouth to reply, but before she gets any words
               out, the power to the building cuts out. It goes dark.

               Soft CHATTERING fills the hall.

                                   FAITH
                             (wary)
                         Noa, get behind me.

               Noa steps closer to Faith.

        23     INT. THE EPICENTER - CONTINUOUS                         23

               The room is littered with black lumps strewn about like
               garbage bags. Each one bleeds a trail of dark blood. A group
               of four stand huddled around the defeated Pryor.

               Mr. Raven's BLACK BOOT presses hard on Pryor's throat, his
               face cut and bloody.

                                   RAVEN
                         I believe you have done more than
                         enough damage for one lifetime, Mr.
                         Webb. It ends here.

               As Pryor glares defiantly back up at Raven, we:

                                                             BLACK OUT:



                                   END OF ACT TWO
                                      ACT THREE

                                                               FADE IN:

        24     INT. THE EPICENTER - CONTINUOUS                         24

               Pryor gasps for air as Raven's boot presses harder into his
               throat.

                                   RAVEN
                         Mr. Robin, please check Mr. Webb's
                         pockets for the sphere.

               Mr. Robin complies, digging through Pryor's clothing.

                                   MR. ROBIN
                         It doesn't seem to be on his
                         person.

                                   RAVEN
                         Even better.

               Pryor chortles and rasps.

                                   RAVEN (cont'd)
                         You have something you'd like to
                         add, Mr. Webb?

               Raven lets his boot off Pryor, who immediately sucks in air;
               choking himself.

               Pryor emits a low raspy whisper that is inaudible. Raven
               leans down to him.

                                   RAVEN (cont'd)
                         What is it, Mr. Webb?

                                   PRYOR
                             (raspy)
                         You idiot. You really think I'd
                         come here without an ace?

               Before Raven can react, Pryor tugs on his cufflink,
               triggering the sliver briefcase to EXPLODE, blasting everyone
               to the ground.

               Pryor forces himself back to his feet, grabs one of his
               handguns from the ground and shoves it in Raven's neck.

                                   PRYOR(cont'd)
                         Now. I think it's important you
                         answer my questions to the best of
                         your ability. I'm not one for
                         torture, but I am certainly not
                         above it.

               Raven nods.

               Pryor removes the gun from his neck. Then lands a hard PUNCH
               square in Raven's face, breaking his nose.

                                   PRYOR (cont'd)
                         Just so we understand each other. 
                         I've just lost my oldest and
                         dearest friend tonight. I believe
                         it imperative you understand the
                         gravity of the situation you now
                         find yourself in.

               Pryor removes a rag from his pocket and cleans the blood off
               his fist, still keeping his gun trained on Raven.

               Another member of the circle starts to wake up. Without
               looking, Pryor aims his gun behind him and EXPLODES the
               member's head with a single shot.

                                   PRYOR (cont'd)
                         No interruptions.

               His gun trained back on Raven.

                                   PRYOR (cont'd)
                         Why did Mr. Owl have Brill released
                         from the asylum?

                                   RAVEN
                         I don't know-

                                   PRYOR
                         Stop and think if that's really the
                         answer you want to give. I had
                         called to schedule my annual visit.
                         I received a message later than Mr.
                         Owl had signed him out. Not twenty
                         minutes later, I saw his corpse on
                         my television. Why did you kill
                         him?

                                   RAVEN
                         We didn't. You did, when you
                         brought him here seeking our aid in
                         your schemes of petty revenge. You
                         signed both your own death warrants
                         when you were branded with our
                         signature.

                                   PRYOR
                             (frowns)
                         But that was nearly twenty years
                         ago. Why kill us now?

                                   RAVEN
                         Your research in demonology allowed
                         us a readily accessible means to
                         dispose of evidence of our
                         activities. And, again, we didn't
                         kill Brill.

                                   PRYOR
                         Who did?

                                   RAVEN
                         The same man who is going to kill
                         you. A warlock. Name of Silas
                         Murdock.

                                   PRYOR
                         Why?

                                   RAVEN
                         That's the best bit. He believes
                         you're the leaders of the Circle.

                                   PRYOR
                         And why would he think that?

                                   RAVEN
                         The mark on your wrist is the sigil
                         of our leaders. The sphere we gave
                         you and the toxin we injected into
                         Brill's bloodstream act as cloaking
                         agents for the Second Circle's
                         power signature.

                                   PRYOR
                         You were using us as decoys...
                             (then)
                         How do I stop Murdock?

                                   RANDOM
                         Ha! You can't. However, Mr. Owl and
                         Mr. Sparrow, along with two of our
                         best assassins, are more than
                         likely sending that old bastard to
                         his grave as we speak.

                                   PRYOR
                         So, it's already over?

                                   RAVEN
                         Hardly. Murdock's old. He doesn't
                         have the power to take out our
                         leaders himself. He sent his own
                         assassins who are, by design,
                         attracted to our own specific power
                         signature. 
                         We had to wait for him to make his
                         move before we could get a beat on
                         his location.

                                   PRYOR
                         So there is something out there
                         still hunting me?

                                   RAVEN
                         No. Not hunting you. The mark on
                         your wrist is only the identifier,
                         they are drawn to the power
                         signature of the sphere. Wherever
                         it is, the assassins will most
                         assuredly be as well.

                                   PRYOR
                             (pales)
                         My god, it's back at the lab...
                         Faith! Noa!

               We cut from Pryor's shocked expression to:

        25     INT. WEBB RESEARCHING - CONTINUOUS                      25

               Faith leads Noa down the corridor. They stop outside the
               Slab, and Faith peeks a look inside.

                                   FAITH
                         Gabe?
                             (off Noa's look)
                         I had company. Guess he bailed.
                             (to herself)
                         Big surprise.

                                   NOA
                         Probably the smart move.

                                   FAITH
                         At least the back up generators are
                         on. Not much for light, but it'll
                         do 'till we get the lights working
                         again.

               They continue on through the hall, the chattering sound, once
               faint, growing steadily louder.

               As they reach the end of the hall, the elevator door opens,
               revealing a CHATTERING ASSASSIN.

               Faith quickly ushers a wide-eyed Noa behind her as the
               Assassin steps forward, revealing his long razor.

               Faith fires a punch toward the Assassin, but its reflexes are
               surprisingly swift, and it catches her by the wrist. 

               She struggles to regain control, but can't.

               The Assassin turns her arm over and then SLASHES it open -
               just missing her vein.

                                   NOA
                             (shocked)
                         Faith!

               Faith HOWLS in pain. Clutching her arm, she fires a kick off
               but the Assassin simply deflects it, knocking her off her
               balance.

               The Assassin grabs her by her hair, tilts her head to the
               side, exposing her neck and prepares to slash again.

                                   FAITH
                             (to Noa)
                         Run!

               Noa hesitates, but only for a second, and takes off down the
               hall.

               Faith tries to sweep the Assassin's leg out from under it,
               but its rooted solidly in place.

               The Assassin SLASHES, but Faith jerks away letting out a
               shrill CRY as she leaves a clump of hair in the Assassin's
               hand.

               Faith manages a safe distance before turning to stand her
               ground. She clutches her arm, a thick trail of blood running
               down it. She just took a bad cut.

               The Assassin takes a step forward.

               Faith's eyes scan her attacker, looking for a weakness to
               exploit. Finding none, she turns and runs.

        26     INT. THE EPICENTER - CONTINUOUS                         26

               Pryor SMASHES his gun against Raven's head, tearing the skin.

                                   PRYOR
                         What are the assassins? Tell me
                         everything. Now.

               Raven hacks and coughs, starting to slip out of
               consciousness. Pryor sticks his thumb on the recently induced
               head wound, pressing hard.

                                   PRYOR (cont'd)
                         No, no. You're not going anywhere
                         yet.

               Raven SCREAMS in agony.

                                   PRYOR (cont'd)
                         Talk.

                                   RAVEN
                         Aurebellos! That's what Murdock
                         summoned! A demon troika. Three
                         separate entities, governed by one
                         Omniscient lifeforce. Its nature is
                         that of ritual, a series of
                         sacrifices until all three entities
                         exist on one specific plane.
                         Murdock summoned the first then it,
                         in turn, used Mr. Rand's death to
                         summon the second. Your death will
                         bring about the third, and the
                         cycle will be complete.

                                   PRYOR
                         How does the ritual work?

                                   RAVEN
                         It is a ritual of bone. Teeth, to
                         be exact. They take their victim's
                         teeth and feed upon the fear and
                         nervous energy of their death,
                         using it to shock the newborn into
                         this version of creation.

                                   PRYOR
                         How do I kill it?

               Raven laughs so hard he spits up blood.

                                   RAVEN
                         You don't, you fool! They cannot be
                         harmed or destroyed until the cycle
                         has been completed. They won't stop
                         coming until you are dead.
                             (wicked grin)
                         And they'll kill everyone in their
                         way.

                                   PRYOR
                         Both Owl and Sparrow bear the mark
                         as well. I'll just let them have
                         one of them.

                                   RAVEN
                         To paraphrase, you don't think we
                         would have an ace up our sleeve in
                         case of such an event? We've
                         already taken precautions for if
                         such a situation were to arise.

               Raven starts laughing uncontrollably.

                                   PRYOR
                         What's so funny?

                                   RAVEN
                         You, Mr. Webb. You. Your friends
                         are most assuredly dead by now, by
                         an enemy that cannot be defeated.

                                   PRYOR
                         I'll find a way.

                                   RAVEN
                         Like you did with that Perisiph
                         demon that tortured you, Mr. Rand
                         and Mr. Svenson when you were
                         younger?

                                   PRYOR
                         What do you know of it?

                                   RAVEN
                         I know a Perisiph's life cycle is
                         only one earth year.

               Pryor's eyes grow wide.

                                   PRYOR
                         You're lying. I've studied up on
                         the creature, read every book on
                         the-

                                   RAVEN
                         Books you obtained from where?

               Pryor doesn't say a word. He doesn't have to, his eyes do all
               the talking.

                                   RAVEN (cont'd)
                         That's right, Mr. Webb, your
                         friends are all dead now. You have
                         nothing left worth fighting for.
                         Just surrender to destiny; be on
                         your merry way to hell.

               Pryor empties both weapons into Mr. Raven.

                                   PRYOR
                         After you.

               He reloads his weapons and walks around the devastation of
               his bomb's attack and puts a bullet into any member of the
               Circle that still has a pulse.

        27     INT. ABANDONED FACTORY - CONTINUOUS                     27

               Detective Sing smokes a cigarette, perched up against a
               column.

               A loud BUZZING HUM disrupts the silence. The form of a WOMAN
               bleeds into existence.

               She stands looking like a post apocalyptic guerilla soldier
               from some desolate third world country.

                                   SING
                         Hello, Thornn. Long time, never
                         see, eh?

                                   THORNN
                         What is your progress with the
                         subject?

               Sing tosses the butt of his cigarette to the ground.

                                   SING
                         Right to business then. Well, he
                         seems to have a problem with being
                         jerked around, but he'll get over
                         it.

                                   THORNN
                         And the hunt for the rogue slayer?

                                   SING
                         Not a priority at this point.  He's
                         still too pissed about his old
                         partner.

                                   THORNN
                         The Slayer takes priority.

                                   SING
                         He'll get there. Right now, we have
                         him burrowing into Webb
                         Researching.

                                   THORNN
                         That is not his mission.

                                   SING
                         Hey, not my call. This came from
                         much higher up than either of us.
                             (off her look)
                         It won't interfere with him finding
                         the Slayer. It's just going to be a
                         while before he's in to it, and our
                         boy's shining at what he does best.

                                   THORNN
                         You'll have to do your best to re
                         attract his interest in the Slayer.

                                   SING
                         And how do you propose I do that?

               THORNN makes a sudden striking motion, jabbing a WOODEN STAKE
               into Sing's heart. His body plummets to the ground.

                                   THORNN
                         Did you really need to ask?

               His mouth motions, but no sound escapes. His eyes glass over,
               and we cut from his unblinking stare to:
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