102
Script created with Final Draft by Final Draft, Inc.

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                                      - TEASER -

               FADE IN:

               INT. SHELTER

               Several PEOPLE dressed in little more than rags are huddled
               together for warmth in an old, slightly unpleasant shelter.
               Mothers have their arms gripped tightly around their
               children's shoulders, whispering comforting words into their
               ears to little effect.

               CLUNK!

               Something heavy hits the metal roof, startling the people. 

               So we're clear, everyone's whispering. 

                                   WOMAN #1
                             (quickly, panicking)
                         What was that?

                                   CHILD
                             (shaking)
                         They're here.

               People start to panic even more, some try to stand, making
               their way to the door to escape before being dragged back.

                                   WOMAN #2
                         They'll hear you!

               The shelter falls silent again. Most just stare up at the
               ceiling, fear filling their expressions as the clunking
               continues. Whatever it is, it's circling above until -

               Silence. It just stops. Someone breathes a sigh of relief.

                                   CHILD
                         Is it gone?

               An Earth shattering ROAR suggests otherwise as the metal
               ceiling is torn open, allowing a SHADOWFORM to drop through.

               A demon without form, the Shadowform is like a living shadow.
               It weaves through the humans as they try to escape, but
               someone doesn't move.

               A man with black hair, dressed in a long black coat. He
               stands still, right in the middle of the room without
               flinching, his fists clenched.

               Meet JOSHUA BLAKE, early forties and unlike the rest of the
               people here, he's not even remotely afraid.

                                   JOSHUA
                         Excuse me.

               The shadow form stops circling around one petrified looking
               TEENAGE REDHEAD.

                                   JOSHUA (CONT'D)
                         Look, this is really embarrassing,
                         but I've been trying to show my
                         kids what daddy does for a living -

               He motions to two small children with blond hair who are
               quite plainly not his.

                                   JOSHUA (CONT'D)
                         I really don't want to disappoint.
                         Would you mind?

               Something sounding oddly like a low, raspy CHUCKLE comes from
               within the Shadowform. 

               Redhead gets one last gasp out before the shadowform crosses
               over her neck, leaving behind a deep bloody gash. She's dead
               in a moment.

               She doesn't fall, and her blood stops flowing after less than
               a second, at precisely the same time the shadowform
               disappears.

               For a moment, nothing happens. Then, her no longer completely
               attached head snaps down, looking right at Joshua, her eyes
               black. 

                                   JOSHUA (CONT'D)
                         Oh, crap.
                             (beat, to people)
                         Get out!

               They don't have to be told twice, they flood to the door,
               opening it, and escape into the night. 

               Now alone Joshua and the possessed Redhead circle each other,
               Joshua draws his coat to one side and draws an old fashioned
               REVOLVER.

                                   JOSHUA (CONT'D)
                         Know what this is?

                                   SHADOWFORM/REDHEAD
                             (raspy)
                         Ineffective.

                                   JOSHUA
                             (beat)
                         Good answer. Very witty. Wrong, but
                         witty. 

               He shoots without a beat, a bullet hitting the girl right in
               the head. If she wasn't dead before, she is now.
               Unfortunately, the Shadowform was right, it didn't do a
               thing.

                                   SHADOWFORM/REDHEAD
                             (amused)
                         Pathetic.

                                   JOSHUA
                         That's the problem with you demons.
                         See, you're good when it comes to
                         stalking, killing, but when it
                         comes to anything more than hack
                         and slash. You're...
                             (beat, mimicking)
                         Pathetic.

               Its interest piqued, the shadowform raises its eyebrows.

                                   JOSHUA (CONT'D)
                         In that shot, currently lodged in
                         your skull, is a combination of
                         chemicals and wiccan herbs. Now,
                         all I have to do is say the magic
                         word.

               He grins as the Shadowform's eyes widen, realising all too
               late what's happened.

                                   JOSHUA (CONT'D)
                             (emotionless)
                         Fiat lux.

               Light ERUPTS from the hole in the girl's forehead, and it
               spreads through her body, glowing under her skin. It bleeds
               into her veins, then out from them, illuminating her and the
               space around her.

               The Shadowform SCREAMS, the sound almost unbearably shrill,
               but it's over in a second.

               Joshua shields his eyes until the light starts to die down. 

                                   JOSHUA (CONT'D)
                             (loudly)
                         My God those things can scream! 

               The girls' dead body drops to the ground, at peace. The
               blood starts to pour from her wounds. 

               Joshua walks towards her, kneeling beside her, just about
               avoiding the pool forming beside her. With genuine regret, he
               places his hand on her still features, closing her eyes.

               Without a word, he stands, and walks off into the night
               outside.

               EXT. UNKNOWN - CONTINUOUS

               The darkness is near total, only the moonlight allowing us to
               make out Joshua's face. 

               From out here we can hear the people from the shelter running
               away from the now very dead danger they were facing.

               He turns, looking in the other direction, revealing the city
               of LOS ANGELES, but not as we know it.

               There's barely anything left of it. Buildings destroyed and
               fires blazing. Even from here we can hear the roars of
               hundreds of Shadowforms and the screams of their victims.

               We PAN RIGHT a little so that we can see Joshua, hands in
               pockets. He's not looking as cocky now, he looks hopeless,
               defeated.

               A BLUE LIGHT scars the skyline, lightning crackling along it,
               down from it towards the city below.

                                                       CUT TO:

               EXT. LOS ANGELES STREET - NIGHT

               Several fires blaze in old trash cans around here. Two
               homeless men, CARL and DAVID, are hanging around.

               Carl, the older of the two with thinning brown hair looks up.

                                   CARL
                         Storms coming.

                                   DAVID 
                             (bored)
                         There's always a storm coming. 

               Carl smiles at the younger man's apathy.

                                   CARL
                         Look on the bright side -
                             (beat)
                         We're still here, aren't we?

               A BLAST of lighting hits the ground, barely a meter away from
               him, sending him straight into a wall!

               Ignoring the blast, David runs to his friend and taps him
               lightly on the cheek. After a couple of hits Carl COUGHS,
               laughing it off.

                                   CARL (CONT'D)
                             (grins)
                         Spoke to soon huh?

                                   DAVID
                         I told you you're a jinx Carl.
                             (hopeful)
                         At least we're not millionaires.

               Nothing happens. Carl shakes his head

                                   CARL
                         The clichés never work.

               With a smile, they both look over to where the lightning hit
               the ground, a sizable crater seems to have formed.

                                   CARL (CONT'D)
                         What is that? 

               Struggling to his feet, Carl staggers to the spot he narrowly
               avoided death. He looks into the crater, and as the smoke
               clears, we make something out.

                                   DAVID
                         What the hell? 

               It's a woman. It's GWEN!

                                                           BLACK OUT.

                                 - END OF TEASER -

                                     - ACT ONE -

               FADE IN:

               EXT. LOS ANGELES STREETS - NIGHT

               Another street in the hellish version of Los Angeles we've
               found ourselves in. This one is, if anything, worse than
               the last.

               Demons wander around freely and there's not a human to be
               found anywhere. 

               We follow one, a slightly orange skinned beast twice the
               size of a grizzly bear. The spines on its back could slice
               a man open with ease, and its teeth aren't quite what you'd
               call welcoming. 

               It stops, sniffs the air, and turns around. 

               No sooner has it done so, a shimmer of electricity runs
               down the air from nowhere in particular. 

               A gust of wind picks up and a PORTAL begins to open. Bright
               blue and white light glows from the inside, swirling around
               like water until TWO PEOPLE emerge from it. 

               They come rolling to a halt, and we quickly see that it's
               ALEX and MARIA! 

               Alex gets to his feet and takes a look around. His eyes
               widen and he reaches for a sword, but he doesn't seem to
               have it with him. 

               We notice his hands, the knuckles still cut and bloodied
               from his fight with Drake. 

                                   ALEX
                         Bollocks. 

               He looks down at Maria. She rolls over and places her hands
               over her face. 

                                   MARIA
                         Okay, that plan wasn't great.
                         Plan "A" was better, "run away"
                         was much better.  

               She gets up and dusts herself down. It's only then that she
               looks around, seeing where she is, and the many, many
               demons now paying very close attention to her and Alex. 

                                   MARIA (CONT'D)
                         Oh come on. 

               She too reaches for a weapon but doesn't see one. She looks
               over to Alex, he shrugs. 

                                   ALEX
                         We must have left them behind.

                                   MARIA
                         Behind where? Where are we? 

               Another shrug. 

                                   MARIA (CONT'D)
                         Well you're a bundle of helpful. 

                                   ALEX
                         Maybe we should talk about this
                         when we've got less of an
                         audience? 

               Maria notices something behind Alex. 

                                   MARIA
                         Good idea. So, I go left, you go
                         right? 

                                   ALEX
                         Why would we do that? 

               She rolls her eyes and nods towards two particularly
               brutish WARRIOR DEMONS, dressed in full armor. 

               Alex takes a moment, but a low GROWL from one of the nearby
               demons makes him loose his train of thought. 

                                   ALEX (CONT'D)
                         Run.

                                   MARIA
                         Good plan.

               They take off, the demons immediately giving chace. They
               run down the cracked and broken road, Alex LEAPING over a
               fallen streetlight before turning quickly into an alleyway. 

               An alleyway gives them a quick change of direction, and
               forces the demons into a bottleneck. 

               Maria takes the lead, using her slayer athletics to jump
               high enough to reach a ladder from an emergency escape.
               Once she's up she lowers it so Alex can follow. 

               No sooner is he at the top, the closest demon, a thin,
               grey, SLIMEY DEMON is closing in on him, reaching out for
               his shoe. 

               The demon misses by an inch, and as a reward, Alex puts his
               heel to the demon's face, crushing its skull against the
               ladder, providing us with a satisfying SQUELCH. 

               The dead demon drops, knocking off a couple more demons,
               buying our duo a little time. 

               They reach a window into an apartment. 

                                   MARIA (CONT'D)
                         Think they'll mind?

               Alex looks around at the inhospitable environment. 

                                   ALEX
                         I'm not arsed to be honest. 

               She drives into the window with her shoulder and goes
               straight through, rolling into the apartment on the other
               side. Alex quickly follows, noticing that the demons aren't
               that far off. 

               INT. APARTMENT - CONTINUOUS

               The dark room is filled with dust, objects lying around as
               though they were left where they fell. Someone left in a
               hurry. 

                                   MARIA
                         Come on! 

               Alex looks around, she notices that he's not moving and
               drags him. He brushes her hand off and turns to face her
               with a devlish grin. 

                                   ALEX
                         Quickly!

               He points to a pipe in the ceiling, she looks confused for
               a second, then figures it out. With a grin of her own, she
               runs over to the pipe and bends it with all her might. 

               After a second, it snaps, and gas starts to leak. 

                                   ALEX (CONT'D)
                         Perfect! 

               He reaches into his coat and pulls out a metal LIGHTER. He
               flicks it open, revealing the flame. 

               Outside, the demons are getting closer. He drops the
               lighter and he and Maria take off again. 

               INT. APARTMENT BLOCK CORRIDOR - CONTINUOUS

               They sprint down the abandoned corridor, heading down the
               stairs. 

                                   ALEX
                         Quickly! 

                                   MARIA
                         I'm on that. 

               She sprints off, leaving him to catch up with her. He
               reaches the bottom of the stairs, and turns to run down yet
               another flight. 

               INT. APARTMENT - SAME TIME

               The hissing of the gas is inaudible over the sound of the
               demons as they climb through the window. One of the warrior
               demons from before comes charging THROUGH the wall! 

               He reaches the doorway, but it's too late. 

               ANGLE ON LIGHTER 

               It flickers. 

                                                              CUT TO:

               EXT. APARTMENT BLOCK - SAME TIME

               Maria gets out just in time to see the massive EXPLOSION!

               It's deafening, the roaring flames extend half way to the
               opposite apartment block, taking out all of the windows. 

               Rubble flies onto the streets and a moment later we, and
               Maria, hear a COUGHING. Alex stumbles out from the
               building. He's a little dirty, but not too bad. 

                                   ALEX
                         Thanks for leaving me. 

                                   MARIA
                         Any time. 

               She flashes a playful grin.

                                   ALEX
                         We need to find out what's going
                         on. 

               He looks around, the city is in a terrible state, worse
               than they'd realised. The whole neighborhood is abandoned,
               burning. 

                                   MARIA
                         Where's Gwen? Whistler? 

                                   ALEX
                         I don't know, they weren't with
                         us...

                                                              CUT TO:

               INT. WAREHOUSE - FLASHBACK 

               The sphere of electricity around Gwen begins to shrink,
               falling back into Gwen herself. In SLOW MO we CIRCLE AROUND
               Gwen as she begins to crackle with power.

               We ZOOM IN on her closed eyes, and they snap open,
               completely white! 

               We ZOOM OUT just as time resumes NORMAL SPEED, the power
               explodes from Gwen. The vampires it hits are sent flying
               through the air, sparks running up and down their bodies
               until they start to burn up, turning to ash. 

               Maria and Alex shield their eyes, preparing for their
               inevitable fates and we: 

                                                           WHITE OUT.

               EXT. APARTMENT BLOCK - AS BEFORE

               Alex blinks, memories coming back to him.

                                   ALEX
                         She destroyed it. 

               He looks around, taking in the massive scale of the
               destruction. 

                                   ALEX (CONT'D)
                         All of it. 

                                   MARIA
                         She can't. 

                                   ALEX
                             (grim)
                         She did. 

                                   MARIA
                         And what about us? Why are we
                         here? Why didn't she kill us? 

                                   ALEX
                         I don't know.
                             (beat)
                         Come on, we have to move. 

               She doesn't budge, shocked that Gwen could possibly be the
               cause of all this.
               He notices, grabs her by the arm and tries to move her,
               though she's too strong for him to actually do anything. 

                                   ALEX (CONT'D)
                             (orders)
                         Move!

               She looks startled, nods, and follows him in the direction
               of a nearby alleyway. 

                                   MARIA
                         We should go back to the house,
                         find Whistler and find out what
                         the hell is going on. 

                                   ALEX
                         Agreed. We should probably keep
                         out of - 

               At the other side of the alleyway, a small group steps out
               of the shadows. They're armed with everything from swords
               to shotguns, and they don't look pleased to see our heroes. 

                                   ALEX (CONT'D)
                         Trouble. 

               As Alex and Maria back away, we: 

                                                              CUT TO:

               EXT. LOS ANGELES STREETS - NIGHT

               Back with the unconscious Gwen. Carl and David approach
               with caution. David steps into the crater, he takes a
               single step, and the ground gives way under his weight.

               He slips, falling towards Gwen. He stops, barely keeping
               his balance and only just managing not to touch her. 

                                   CARL
                         Be careful, people don't tend to
                         fall from the sky. 

               David merely rolls his eyes. Gwen GROANS as she starts to
               regain consciousness. 

                                   DAVID 
                         Miss? Miss are you alright? 

               No answer. 

                                   DAVID (CONT'D)
                         Miss? 

               He leans forward, placing his hand on her shoulder. A BLAST
               of electricity knocks him off his feet and out of the
               crater, right into the wall of a nearby building. 

               Carl turns, runs to his friend. There's blood, lots of it.
               He's not getting up this time. 

               Gwen stands, starts to climb out of the crater with her
               head in her hands. She's groggy and and swaying slightly. 

               Carl marches towards her, tears in his eyes, his teeth
               bared. His face is a picture of fury. 

                                   CARL 
                             (grief stricken)
                         What did you do? 

                                   GWEN
                             (huh?)
                         What did I do to what? 

                                   CARL
                         Don't you - 

               He's breathing fast, close to hyperventilating. His dead
               friend is evidence enough of the danger he's in but he's
               beyond caring. 

               He points to Dave. 

                                   CARL (CONT'D)
                         You killed him. 

                                   GWEN
                         What? No I - 

               She looks, squinting. She can barely stand and close to
               passing out, but even she can see it. Dave's fingers where
               he touched her... They're charred. 

                                   GWEN (CONT'D)
                         Oh God. Oh, no! 

               She runs past Carl and kneels in front of Dave. She places
               her hand on his chest and SPARKS fly into his chest. A do
               it-yourself defibrillator, but it's pointless. 

                                   CARL
                         Get away from him! 

               She BACKHANDS him, giving him a strong enough shock to
               floor him. 

               She turns back to Dave, trying again and again but nothing
               happens. She places her hand on the back of his head, pulls
               it away again, and stares at the blood, mouth agape. She
               stands, horrified. 

                                   GWEN
                         No. No, I didn't. 

                                   CARL 
                             (groggy)
                         You did. 

               She looks around, Carl weilding iron bar from one of the
               nearby ruined buildings.

                                   CARL (CONT'D)
                         You killed him you demon bitch.

                                   GWEN
                             (desperate)
                         I'm not a demon! Please, it was
                         an accident! 

                                   CARL
                         Too bad. 

               He swings, and she has no choice. She grabs the pipe, he
               can't swing it fast enough for her to miss. Bolts of
               electricity travel up it, and into him. 

               The nearby street lamps glow brighter and brighter, feeding
               off the power she's pumping into the air. They take in too
               much and SHATTER leaving just the lights a little way away
               to see by.

               Gwen stops her attack, but it's too late. Carl's now extra
               crispy form crumples. 

               Sobbing, shaking, she falls to her knees. For a moment her
               sobs are all we hear, but then there's something else. A
               husky breathing. 

               Gwen looks up, around. Nothing. She looks to where Carl
               fell. He's gone! Over where David's lifeless body sat, he's
               gone too! 

               She gets up, looks around, wipes the tears. She's action
               Gwen now, scared and alone she may be, but she's alert and
               ready for whatever's out there. Hopefully. 

                                   GWEN
                             (half confident, half
                              terrified)
                         Where are you? 

                                   CARL/SHADOWFORM
                             (husky)
                         You killed him you bitch. 

                                   GWEN
                         No! 

                                   CARL/SHADOWFORM
                         Yes, killed me too! 

                                   GWEN
                         What are you? 

                                   CARL/SHADOWFORM
                         Was human. Now - 

               Something hits Gwen on the back of the head, hard. She
               stumbles, but somehow manages to stay conscious long enough
               to see what it is. 

               The broken forms of Carl and David stand there, and even in
               this darkness, we can see it. Their eyes, they're
               completely black! 

               Gwen's eyes flutter, that blow did some damage but she's
               holding on for the moment. She looks confused. 

                                   GWEN
                         What are you? 

                                   CARL/SHADOWFORM
                         Your executioners.

                                   DAVID/SHADOWFORM
                         We'll tear you apart. 

                                   CARL/SHADOWFORM
                         Now, let's not be hasty.

               He looks her up and down, his tongue licking where his lips
               used to be, up until Gwen fried them out of existence. 

                                   CARL/SHADOWFORM 
                         This form won't hold for long,
                         the body is too damaged. But
                         her... 
                             (beat)
                         Her body I could use. 

                                   GWEN
                             (backing away)
                         Look, I'm flattered and all but - 

               She walks into something. Looks down, and cracks a grin.
               She looks back up, doing her best to look afraid. 

                                   GWEN (CONT'D)
                         But... 
                             (beat)
                         Sorry, I'm going to have to know
                         what I'm getting into here. What
                         are you boys? 

                                   DAVID/SHADOWFORM
                         I believe you humans call us - 

                                   CARL/SHADOWFORM
                         Shadowforms. 

                                   GWEN
                         Shadowforms? Good. So you, what,
                         take over bodies? What happens
                         when you're done with them? 

               The possessed men share a knowing chuckle. 

                                   DAVID/SHADOWFORM
                         It doesn't matter. 

                                   CARL/SHADOWFORM
                         The people we take control of
                         don't tend to mind. 

                                   GWEN
                         Oh, and why's that? 

                                   DAVID/SHADOWFORM
                         We can only possess - 

                                   CARL/SHADOWFORM
                         The dead. 

               She nods, makes sense.

                                   GWEN
                         So, you're going to kill me,
                         right? 

               They both nod, advance a little more, Gwen takes a step
               back, but doesn't go too far. 

                                   CARL/SHADOWFORM
                         That's the plan. 

                                   GWEN
                         Good. Well, not good. See, much
                         as it pains me to admit it, I
                         like being alive. So I don't
                         honestly see a way this can end
                         with us all being happy parties
                         here, can you?

                                   CARL/SHADOWFORM
                         I don't think that'll be a
                         problem. 

                                   GWEN
                         No? 
                             (beat)
                         Me neither. 

               She ducks down, reaching for what it was on the ground, the
               iron bar! She quickly channels her powers through it,
               turning it into a glowing baton. 

                                   GWEN (CONT'D)
                         So. 
                             (beat)
                         Who's first? 

               The Shadowforms hesitate, it's all she needs. She charges,
               swinging hard at Carl's head, he goes down and stays there. 

               Next, David. He avoids her first strike to the chest by
               arcing his back, but in doing so he leaves himself open.
               Gwen punches him with her free hand, and he falls to his
               hands and knees.

               A simple swing from over her head, straight to his back,
               finishes the job nicely. 

               She breathes a sigh of relief, but it's apparently a little
               premature, as Carl is already getting back to his feet, and
               David's not far off either. 

                                   GWEN (CONT'D)
                         Oh, come on! 

               She swings again at the recovering David, but just in the
               nick of time, her powers fail her, and the bar becomes just
               a regular bar again. It hits him hard, but the damage is
               minimal. 

                                   GWEN (CONT'D)
                         Crap! 

                                   CARL/SHADOWFORM
                             (chuckles)
                         Now then, little girl, where were
                         we? 

               He approaches her, and she's got nowhere to run, no powers,
               and that head wound isn't helping matters. She collapses. 

               GWEN'S POV: 

               We see Carl's disfigured, blurry form for a moment. Voices,
               not too far away, but muffled. Finally a small EXPLOSION
               forces us to: 

                                                           WHITE OUT.

                                 - END OF ACT ONE -
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