THE HAUNTING OF HILL HOUSE

                         MARROW
               That's a horrible story.

     Nell looks up, and smiles.

                         MARROW (cont'd)
               You're smiling.

     Marrow watches her as she moves about, takes a heavy, ripe
     bloom in hand, lifts it to her face.  While she talks, she
     walks, and Marrow follows.

                         NELL
               I was just thinking how happy I am right
               now. All my life, I've been waiting for
               an adventure. And I thought, oh, I'll
               never have that, adventures are for
               people who travel long distances, that's
               for soldiers, that's for the women that
               the bullfighters fall in love with. And
               here I am, and something is happening to
               me. Strange noises in the night.
               Paintings are calling to me. And all it
               cost to get there was five gallons of
               gas. I'm getting my adventure.

     For the first time since we've seen Nell, there is something
     to her which is simply... erotic.  Marrow follows her down one
     of the footpaths.  She smiles back at Marrow as he trails her.
     She reaches a transept in the greenhouse, and as she turns
     down it, there's the slightest sway to her gait.  Marrow
     follows her around the corner into the transept.  At the far
     end the wall is completely overgrown.

     Nell looks up through the ceiling at Hill House looming grim
     outside, distorted in the old glass.

                         MARROW
               Someone is playing with you.

                         NELL
               Why?

                         MARROW
               I don't know.

                         NELL
               It doesn't matter. Even if they're
               tormenting me, someone wants me. What I
               do with this is up to me. I can be a
               victim, or I can be a volunteer. And I
               want to be the volunteer.

     Nell glances at him, and for that split second she is raw,
     passionate woman.  She walks away, the sway in her gait
     aching, powerful.  Marrow is surprised by what Nell just said
     and stares at her as she comes to the overgrown end.  Nell
     reaches out to the hanging vines, pulls them aside...

     ...and A FACE stares out.  Gastly.  White.  Nell takes an
     involuntary step back, a little gasp.

     The face is marble.  Blind eyes stare from stained cheeks.
     It is a STATUE OF CRAIN.  Marrow comes over.

     It's an enormous stone tableaux of Hugh surrounded by
     cherubim.  The plants have attacked it as if trying to wipe
     its funerary presence from the greenhouse.

                         NELL (cont'd)
               Hugh Crain. Can't seem to get away from
               him.

     She laughs a little at herself.  Marrow joins in.  He helps
     her pull the plants back to reveal more of it.

     She reaches out, touches the marble cheek.  Then daring,
     grins, and begins to hum her TUNE.

     Marrow steps back to watch her do a sensual slow-dance with
     Hugh Crain, pirouetting, her hips sliding past... hypnotizing
     Marrow.

                         MARROW
               What is that tune?

                         NELL
               I don't know. A lullaby I guess. My
               mother used to hum it to me. And her
               mother before that, and so on.
                   (to the statue)
               Hugh Crain, would you care to dance?

     She hums another two notes, and BANG!  The door behind her
     SLAMS OPEN in a gust of wind, jolting Nell.  She stops and
     stares.  Outside the window, through the glass, she sees Mr.
     Dudley, staring at her, he's been watching her dance.  The
     spell is broken.  Nell, embarrassed, can't bear to look at
     him.

     A beat, and then Marrow goes over and shuts the door.  When
     he turns back --

     -- Nell is just vanishing around the corner, her rapid
     footsteps echoing in the vaulted room.

     EXT. REAR LAWN - DAY

     Nell hurries away from the House, across the rear lawn,
     ashamed at herself as much as she is spooked.

     In the distance Mr. Dudley is walking toward the House with
     cans of paint cleaner and a ladder.  Nell stops, watching
     him.  He senses her, pauses, and smiles.

     Nell reacts.  Sees the ladder.  Then Mr. Dudley disappears
     into the House.

     Nell once again starts to hurry away, but looking back over
     her shoulder, almost impales herself on the rusted iron fence
     of --

     EXT. FAMILY CEMETERY - DAY (CONTINUOUS)

     -- the tiny Crain family cemetery.  Nell catches herself.  A
     small swinging gate bars the way.  She hesitates.

     Nine moss-covered headstones show the wear of a long century.
     Eight small headstones, one large one.  A half dozen unmarked
     stones in the grass:  stillbirths.

     Nell is drawn into the graveyard.  The large stone is RENE
     CRAIN'S.  The smaller ones are her children's.

     Nell's heart is breaking as she moves among them:  the
     various names.  One reads ADAM CRAIN APRIL 5th 1874 - ... The
     rest of the date is covered by growth.  She clears it away.
     April 6th, 1874.

                         NELL
               Only two days.

     There is an EPITAPH, almost wiped out by lichens.  Nell
     kneels to read it.

                         NELL (cont'd)
               The blest are the dead / Who see not the
               sight / Of their own desolation...

     Nell, disturbed but not knowing what to make of it, rises
     from the gravestone, turns to the next.  ELISA CRAIN AUGUST
     21ST, 1878-- She clears it away:  August 21, 1878.  The
     blasphemous epitaph here:

                         NELL (cont'd)
               A father's joy unjustly snatch'd by a
               jealous God...

     Nell is shaken, and dreading what she will find next, whirls
     to the one behind her:  WENDY CRAIN JANUARY 1, 1880 - She
     clears it away - January 1, 1880.  And its graven
     commandment, so familiar, so comforting, now rings with
     terrible, malevolent promise:

                         NELL (cont'd)
               Suffer the little children unto me.

     There are three more grave stones, and after clearing away
     the brush, they too show that the babies died after a few
     hours, or a day.  There's the same symbol on the graves of the
     children, a cherub of death.  We've seen this image before.
     Nell backs out of the cemetery, afraid.

     INT. MEZZANINE - DAY

     Nell hurries down the mezzanine to the doorway which leads to
     the Red Parlor.

     INT. RED PARLOR - DAY

     She stands there a beat staring in at the volumes upon
     volumes of books.  Nell is unsure of what she's looking for.
     She looks at Crain's painting and recognizes the same Cherubs
     inside the ornate frame.  The background in the painting IS
     THE RED PARLOR.  Then recognizes in the painting an OPEN
     BOOKCASE BEHIND CRAIN.  Intuitively, she turns toward the
     same bookcase across from her and is able to push it open.
     Inside a small stairwell...

     INT. CRAIN'S SECRET STUDY - DAY

     Down the circular stairs Nell enters a very small dusty room.
     Velvet curtains drawn shut, only a sliver of sunlight showing
     through.  As her eyes adjust, she makes out the furnishings
     of a late-nineteenth century office, Crain's secret office.

     The bookcases filled with business ledgers.  The business
     ledgers are stamped with the cherub of death.

     At the end is an enormous desk.  Behind it a massive, carved
     chair covered with a sheet, only its lion-head arm rests
     protruding from underneath.  Nell realizes it's:

                         NELL
               Crain's study.

     She moves for the desk.  An ENORMOUS MIRROR, its silver inner
     surface flaking with age, tarnished, reflects the room, the
     desk, and FOR A SPLIT SECOND, A SHADOW IN THE CHAIR.  Nell
     steps in front of it, blocking our view.

     And when she steps past, there is only the dim, flaking image
     of the chair, the natural shadow of the room.

     Nell goes around the desk, stands over it.  The chair sits
     silent behind her, shrouded.

     On the desk sits a set of ledgers marked with mill names -
     Lowell, Haverhill, Manchester - and years:  1884, '85 and so
     on.  She flips one open.

     THE LEDGER is a payroll account.  Names upon names of workers
     rendered in sepia by Crain's severe cursive.  Notations in
     the column beside it indicate man, woman, or child and the
     appropriate wage for each class of worker.  Many of them, at
     least a third, are children.

     NELL reacts.  Disturbed by it.  She shifts closer to that
     damn chair behind her.  The sheet hangs over it in such a way
     that someone could be sitting there under it.

     She turns the page.  Columns indicate pay, and so on.  But
     one column, at the very center of the book, hidden in the
     binding, is unlabeled.  Down the column, some names have a
     line drawn through them, and at the end of the line, a CROSS.

     Nell follows them back, eyes searching across the ledger.

     She turns the page, pushes the book down revealing that
     concealed column, more crosses.  And more.  Her eyes flick
     back and forth.  The crosses are paired with entries for
     CHILD.  She looks their names...

                         NELL (cont'd)
               Erin, Peter and Sean and Emily and
               Elizabeth... who are you? And you?
               What happened to you? You died...
               How did you die?

     Nell turns the pages.  More and more crosses.  Dozens.
     Scores.

     Nell sinks down into Crain's chair and tears come to her
     eyes.  We see the book.

     INT. GRAND STAIRWAY - NIGHT

     The painting is right there now.  The letters have been
     erased.

     INT. NELL'S ROOM - NIGHT

     We see the ledger, and pull back, and the ledger is in
     Nell's lap.  Nell sits on the bed in her sleeping tee-shirt
     and undies.  Theo looks at the book with her.

                         THEO
               That's so sad.

                         NELL
               There's hundreds of them. This must be a
               record of the children who died at the
               mills, like Luke said.

                         THEO
               Before he painted your name over Mister
               Crain.

     Theo hands her the bottle.  Nell takes it, tops off her glass,
     spilling.  Her face is red.  She grimaces as she tosses back
     a big swallow.

                         NELL
               You really think it was Luke?

     Theo takes another swig.  She holds bottles of nail polish up
     next to Nell's bare feet, testing the colors.

                         THEO
               Well, it wasn't me. Mister Dudley had to
               clean it and he knows that he's in charge
               of all the messes so why would he make
               more work for himself and...
                   (beat)
               You said the Good Doctor was with you.

                         NELL
                   (pondering)
               I don't know what to think anymore.

                         THEO
               Just think about one thing right now:
               What color?

     Nell finally puts the book down and takes a drink.

                         NELL
               I've never had a pedicure before.

                         THEO
               Well?

                         NELL
               Red.
                   (into this now)
               What else?

     Theo smiles and takes Nell's foot gently in her hand.  She
     begins to paint her toenails.

                         THEO (cont'd)
               See, isn't this better than a hit on the
               head?

     Nell looks down her long legs at Theo.

                         NELL
               I'm sorry I was mad at you, Theo.

                         THEO
               Me too. Although I learned one thing
               about you, that you don't know about
               yourself. You can be a pretty decent
               bitch.

     Nell shoots down the rest of the glass of wine.

                         NELL
               I'll take that as a compliment.
                   (beat, trying to sound casual)
               In the city, what kind of place do you
               live in?

                         THEO
               I have a loft.

     Nell is thrilled with this.

                         NELL
               A loft. That's a lot of room for one
               person. Probably. Maybe there's room
               for...

     Theo looks up, understands what she's asking.

                         THEO
               You want to move to New York, you want to
               move in with me?

                         NELL
               I don't know, you know...

     Nell lies back, arms spread, lets the glass roll out of her
     hand.  Theo paints Nell's toenails one by one, carefully
     guiding the brush strokes in along the skin.  Nell, unused to
     this, gives into the pleasure, and Theo sees how easy it is
     to move Nell.

                         THEO
               My place isn't like yours, Nell, it
               doesn't have a view of sea. It doesn't
               have a view of anything. What's
               interesting about the way I live is what
               goes on inside the walls. Living with
               me... My boundaries aren't very well
               defined, Nell. Do you know what I mean?

                         NELL
               I'm trying. Have you ever kept something
               to yourself because you were afraid it'd
               ruin things.

     Theo looks up at her, unreadable.

                         THEO
               All the time.

     Nell lets out a sigh.  Gently Theo's hand moves down the arch
     of Nell's foot.  Caressing.  Nell lets her.

     Theo finishes Nell's last little toe, and then with the brush
     out of paint, runs it gently up the inside of Nell's calf.
     Nell sighs.

     Theo lowers her face near Nell's toes, licks her lips:  soft,
     near, red.  She blows.

     Nell raises herself up, peers down at Theo.  Sees the want on
     her face.  A long beat.

     Nell breaks the gaze, looks away.  Theo reads Nell's look,
     and releases her foot.  She sits back in the chair.  For a
     moment Nell doesn't know what to do.

                         NELL (cont'd)
               I better go to bed.

                         THEO
               Are you sure?

                         NELL
               I think so.

                         THEO
               Okay.

     INT. NELL'S ROOM - NIGHT

     Nell closes the door and sits at the vanity brushing out her
     hair for bed.  Her motions are languid in the light of the
     single small lamp, off-balance with the wine.

     Her HAIR brushes out in long, even strokes.  The brush moves
     through it, lifting it and letting it fall.

     IN THE MIRROR the brush draws through Nell's hair, but as it
     does, the hair divides in its wake LIKE FINGERS RUNNING
     THROUGH it.

     Nell freezes.  She's not sure what she just saw.  She runs
     the brush through again, and again it is as if something
     pulls it back from her head.

     Again - fast - she runs the brush through her hair, and this
     time the hair SPINS UP IN A KNOT.

     Nell flinches, dropping the brush, knocking the shade of the
     lamp on the vanity a-wobbling.

     She's out of the chair in a flash, grabbing her own hair,
     staring at the space behind her.  Nothing there.  A beat.

     She steadies herself, feeling the alcohol.  Gets control.

     The Tiffany lamp rocks back and forth, crystal beads
     shimmering.  The light plays across the fireplace and mantle
     on the wall.  And something there catches her eye.

     Nell feels her way across the room, not sure of what she's
     seeing.  Over the sound of the wind outside, there's
     something at the very highest edge of hearing.

     She stops five feet from the mantle.  The swaying light
     catches the rich tones of wood.  Then darkens.  Illuminates
     it again.  Darkens.  The carvings of the playing CHILDREN in
     the wood SEEM TO MOVE.

     Nell stares in drunken fascination.  And as the first fear
     begins to rise in her throat, the wind dies down and in its
     place there is the FAINTEST TRACE OF CHILDREN'S LAUGHTER.
     Nell's reaction changes... to awe.

     Tentative, her hand goes out, shaking... and touches the
     mantle.

     It is hard and still.  No movement whatsoever.  Silence.  But
     the FACES engraved in the wood all seem to be peering up at
     her, hands outstretched for her, hopeful.

     EXT. HILL HOUSE GATES - NIGHT

     The enormous LOCKED gates are silhouetted against the moonlit
     sky.  The chain is dangling in the wind.

     EXT. HILL HOUSE - NIGHT

     Hold on Nell's WINDOW, the light shining dim through the
     gauze curtain.  It goes out.  The window stares from an
     arrangement of other windows, stonework and doors... like an
     eye with a cataract in a face howling in horror.

     INT. NELL'S ROOM - NIGHT

     Nell, her breathing heavy, lies tangled in her heavy
     blankets, asleep, but restless.  Her feet hang off the end of
     the bed.

     In the b.g., the door to the bathroom is shut, barely visible
     in the faint light from the window.  HOLD on it.

     Silently, it begins to OPEN.  The gap WIDENS, yawning, pitch
     dark beyond.  A long beat.  And then a THUMP.  A SLIDING
     SOUND.  Something drags itself across the floor.

     BUMP.  SLIDE.  Our line of sight is blocked by the bed.  But
     the sound is getting louder, coming closer.

     Bump.  Slide.  Nell grinds her teeth in her sleep, pulls the
     blankets about her tighter.  Bump.  The sound stops.  And her
     BREATH BEGINS TO FOG.

     Whatever has just come in the room is right there, hovering
     just OC.  We can feel it.

     Without warning Nell BOLTS upright, GASPING into
     consciousness.  REVEAL:  nothing.  Just the dark room.  And
     the bathroom door OPEN.

     Nell stares at the-door, knows she shut it.  Now it's open.
     She breaths fast, feeling the cold, knowing something's in
     here with her.

     She stops breathing, strains her ears.  Silence.  A long
     moment.  Then she notices her feet, hanging out from under
     the covers.

     They are black.  Feel slick.  Nell turns on the light by her
     bed and looks down.

     HER FEET ARE COVERED IN GORE.  Where Theo had been painting.
     Nell SCREAMS.