Outside Final
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                                        "Outside"
                                           by
                                      Darcy Villere
                                        Story By
                                     Darcy Villere &
                                     Daniel Maxwell



               COPYRIGHT (C) 2011 THIS SCREENPLAY MAY NOT BE USED OR
               REPRODUCED WITHOUT THE EXPRESS WRITTEN PERMISSION OF THE
               AUTHOR.



               EXT. SPACE

               We float above a planet, swirling storm clouds make the
               surface of the entire planet hard to decipher. 

               We pass down through the atmosphere, the storms engulfing us
               until we emerge hovering over the west coast of North
               America. The oceans look a sickly stale green. The land is
               pot marked with clumps of green where new vegetation has
               taken hold, but lifeless brown dominates globe. In some
               areas, black, where no life exists can be seen.

               We glide effortlessly over to the west coast, descending 
               down toward a huge valley. We can see the billowing of what
               looks like smoke from some kind of factory nestled in the
               side of a mountain.

               As we come down over the top of the Facility, the smoke
               whipping past, we see skylights on a sloping section of the
               roof. We slip through them into what seems like a mini-rain
               forest. We've entered the arboretum, a place of lush green
               and greenery. 



               INT. THE FACILITY - DAY

               We move through the arboretums lush interior, passing by the
               teeming plant-life into a hallway of the facility. The walls
               of the facility are like an old World War II submarine, with
               riveted steel walls that are as cold and dank as a sewer. All
               rooms in this facility feel very much like this space.

               Down the hall way we move, past people in what look like worn
               down surgical scrubs who walk down the different hall ways,
               entering and exiting through different hatchways along the
               side of the walls till we pass through a hatchway with a sign
               over the door that reads: CONTAINER STORAGE.



               INT. CONTAINER STORAGE - THE FACILITY - DAY

               We sweep through the room at waist height. VOICES can be
               heard whispering in the room like ghosts haunting a mansion.
               We swing right, passing by CLEAR GLASS TUBS filled with
               bodies floating in pinkish fluid. Electrodes protrude from
               their heads, connected to computer screens above the tubs.
               Vital statistics of each containers occupant beep through the
               monitors. 

               As we rise up we come to rest over the tub of a container
               holding a young woman in her 20's, JANE, who is naked inside
               the tub. FOOTSTEPS over take the voices, that fade to
               silence.

               A 20-something technician, OLIVER, walks between the tubs
               carrying a worn tablet PC and lab coat. His hair and face are
               as distressed as his attire. His complection is of someone
               who hasn't had any sun in years, having been inside of this
               facility for a very long time.

               Oliver clicks away on his tablet, checking on different
               subjects in each tub and recording notes. He steps in front
               of Jane's tub, inspecting the different tubes and wires that
               come out of the tub. 

                                   OLIVER
                             (clicking on recording on
                              tablet) )
                         Visual inspection of container unit
                         number sixty-two, pod twelve, Ms.
                         Jane Chang on marked date and time.
                         The container walls appear solid.
                         Cerebral leads are clearly
                         attached. Umbilical feeding tube
                         checks out. There does seem to be
                         slight weakening of the fluid
                         exchange tube. I can see the crack
                         beginning to form. Notify
                         maintenance that Ms. Chang's intake
                         tube should be replaced in the next
                         10 days. Vitals are stable.
                             (clicks off the recording
                              tablet)
                         Oh Miss Chang. If only we were
                         going to be the same age when you
                         get out. 

               Oliver moves onto the next tub of CAMERON, a man in his 40's.
               Broad shouldered, yet skinny, it's clear he used to be a man
               with a powerful stature. Now, lying supine like everyone
               else, he has clearly lost muscle mass from minimal activity
               allowed by the tubs. 

                                   OLIVER (CONT'D)
                             (clicking on recording on
                              tablet)
                         Visual inspection of unit number
                         sixty-one of pod number twelve,
                         Captain Cameron Caplan. Good to see
                         you again sir. 

               Oliver salutes Cameron's tube.

                                   OLIVER (CONT'D)
                         Container appears to be intact. No
                         micro cracks or abrasions. Cerebral
                         leads are holding up. Umbilical
                         feeding tube is functioning
                         normally. Tubes for refill seem to
                         be tight. And his vitals...

               Oliver looks at the monitor. The lines that had a normal
               rythm on Jane's monitor are completely erratic on Camerons. 

                                   OLIVER (CONT'D)
                             (puzzled)
                         Slightly irregular. 

               Oliver hits the monitor. Nothing changes.

                                   OLIVER (CONT'D)
                         That's odd. You are going to make
                         me late for dinner. 

               He reaches into his pocket and removes a stethoscope.
               Inserting the small black nubs in his ears, he puts the steal
               circle to the side of the container like a doctor would to a
               woman's pregnant belly. The speedy thumps of Cameron's
               elevated heart rate fill our ears.

               We find ourselves floating over Cameron's tube, looking at
               his closed eyes. They flutter in thought and dream. We plunge
               into tub, entering the mind of Cameron through the cerebral
               leads attached to his head.

                                                                CUT TO:



               EXT. THE FARM - INSIDE - DAY

               CAMERONS CLOSED EYES fill the screen. The sun shines down on
               them with its warm brilliance. 

               We pull back to see all of Cameron's face. He's twenty-five
               in this reality, with the strapping physique he had lost in
               the tub. 

               Cameron opens his eyes and scans the farm. There are several
               workers tilling the fields, working the land. 

               We have entered the Inside: A digital construct not unlike
               "The Matrix". It's more stripped down version, set on a
               modest farm indicative of a simpler time in America. He is
               strapped to a plow, that is being controlled by a young
               version of JANE. In this reality, she is sweet looking ten
               year old.

                                   JANE
                         Cameron. You all right? We've still
                         got several rows to go.

               Cameron nods, takes one last swig of water from his canteen,
               then starts pulling again. 

                                                                CUT TO:



               EXT. FARM - INSIDE - LATER

               Cameron is leading a group of children in Thai-Chi class.
               None look older than twelve or younger than eight. Cameron
               leads them to a final resting place. He bows as, do they. 

                                   CAMERON
                         Good work today everyone. Bright
                         and early tomorrow. Still got a lot
                         of work to do before planting. 

               Jane approaches Cameron, carrying herself like a girl twice
               her age.

                                   JANE
                         I'm continually surprised you're
                         not too tired from plowing to teach
                         this class.

                                   CAMERON
                         Gotta feed that spirit Jane. If all
                         we focused on was feeding ourselves
                         we'd never grow as people.

               Jane makes a mouth with her hand, flapping it back and forth
               like a mouth, teasing Cameron.

                                   CAMERON (CONT'D)
                         And I'm repeating my usual high and
                         mighty banter. Thank you for the
                         reminder.

                                   JANE
                         Chess tonight? I might even let you
                         win. 

               Jane kisses Cameron on the cheek. Cameron blushes.

                                   JANE (CONT'D)
                             (whispering)
                         See you back at the house?

               He nods and she walks away.

               Cameron rights himself and sees PAUL, a slim blonde boy of no
               more than six years old still practicing. His eyes are closed
               as well. He's the youngest of the group Inside.

                                   CAMERON
                             (putting his hand on the
                              boys shoulder)
                         Paul...

               Paul turns and punches Cameron in the crotch. Cameron doubles
               over in pain.

                                   PAUL
                         I'm sorry sensei. Are you all
                         right?

                                   CAMERON
                         Yes. Yes, Paul. I'll be fine.

               Paul carries himself and speaks much like any adult would. He
               has a sort of endless age to him, like he has been in this
               body for quite some time. 

                                   PAUL
                         I didn't know it was you. I was too
                         deep in meditation.

                                   CAMERON
                         I'll survive. What were you
                         thinking about that put you into
                         such a deep state.

                                   PAUL
                         Nothing. Just mussings. 

                                   CAMERON
                         You sure? We could take a walk?
                         There's time before sunset. 

                                                                CUT TO:



               EXT. HILLS - INSIDE - LATER

               Cameron and Paul walk along the treeline at the edge of the
               rolling hills that surround the farm.

                                   CAMERON
                         It's starting to get cold. You
                         think we're going to be able to get
                         the seeds sewn before the first
                         frost?

                                   PAUL
                         We always do.

               Cameron grabs Paul's shoulder, stopping him.

                                   CAMERON
                         You want to tell me what's
                         bothering you little man?

                                   PAUL
                         You ever feel like there's more.

                                   CAMERON
                         More? To what?

                                   PAUL
                         Cam, what's the furthest you've
                         ever gotten from the village?

                                   CAMERON
                         That's easy... it's...

               Cameron can't think of it.

                                   PAUL
                         See. You can't. I walked the other
                         day, Cam. I walked from dawn till
                         dusk and I got nowhere. The
                         landscape repeated and here I was
                         again, not more than twenty feet
                         from where we are, in the woods. 

                                   CAMERON
                         What are you getting at Paul?

               CAMERONS POV on Paul. As the next dialogue is spoken, Paul's
               face blips like a TV getting bad reception.

                                   PAUL
                         It's pretty clear Cam.... this
                         world, isn't real. And we aren't
                         here.

                                                                CUT TO:



               EXT. GAS STATION - THE PAST - NIGHT

               Cameron is in army fatigues at the entrance to a trashed gas
               station. The place has been abandoned for a while, clearly
               ransacked by some roving horde. This gas station is an
               example of the remains of the last Great War that enveloped
               the entire Earth.

               Looking down, he inspects his clothes and weapon as if he's
               confused. He gains his senses and raises his rifle. He slowly
               enters the station, treading lightly on the garbage covered
               floor. The light from the end of rifle cuts through the
               darkened space. The station littered with tipped over shelves
               and broken bottles. 

               Resting on one of the turned over shelves he discovers a box
               that reads "solar cell". He takes it, slipping it into his
               backpack. He looks over and sees a very thin trip wire
               running across the room. He slinks closer to it and sees that
               it runs overhead to a line that holds knives strung through
               it. 

                                   CAMERON
                         Naughty, naughty.

               Cameron steps over the line, more cautious now that he's
               discovered a trap.

               Cameron flips over one of the shelves to discover an unbroken
               bottle of Jack Daniels.

                                   CAMERON (CONT'D)
                         Oooo rah. 

               He collects it as well. RUSTLING sounds come from another
               corner. Cameron approaches it cautiously. He leans, gun
               first, over a counter and sees Paul. Paul's face has cuts and
               scratches from the hard life in this world. 

                                   CAMERON (CONT'D)
                         Hey, kid. It's OK, I'm not going to
                         hurt you.

               Cameron finally notices that Paul has a knife delicately
               touching a trip wire. Paul's cuts the wire, cause a knife
               attached to an armature to swing down from the ceiling.
               Cameron is stabbed in his chest knocking him to the ground,
               his kevlar vest preventing any serious damage.

               Paul leaps onto the counter, then dives onto Cameron wielding
               a knife. Cameron blocks Paul's wild swings, slicing open his
               arm. Cameron flings Paul against a wall.                    

                                   CAMERON (CONT'D)
                             (getting to his feet)
                         You little sack of shit. 

               Cameron raises his rifle to shoot Paul. 

               LIGHT from torches stream in the outside. A crew of FOUR
               HIGHWAY BANDITS, scavengers living off of whatever they can
               find, have arrived outside. 

               Cameron and Paul look at teach other. At the same moment,
               Cameron moves and hides behind the counter as Paul drops to
               his hands and knees, crawling behind the counter. Paul puts
               his finger to his lips, signaling for Cameron to be silent.
               Cameron gives Paul a quizzical look.

               THE BANDITS enter the gas station. Cameron peers through a
               hold in the counter to size up their enemy. Two with guns,
               one with an axe and another with a club that is really a
               baseball batt with nails on the end. They begin to search
               through the remains of the gas station much like Cameron did. 

               GUN MAN #1 trips the trap Paul had set, dropping knives on
               top of the man, slicing open the man's face. He drops,
               screaming in pain. 

               With this distraction, Cameron pops up and fires at the two
               bandits with guns that weren't hit with knives, single shots
               that drop them. He turns to the BANDIT WITH AN AXE, pulling
               the trigger. CLICK. Out of ammo.

                                   CAMERON (CONT'D)
                         Shit.

               The Axe Bandit takes his moment and swings the axe at
               Cameron. Cameron blocks the blow with his AR-15, cleaving it
               in half. The Axe Bandit takes a few more swings, Cameron
               dodging each of them. The Club Bandit swings as well and now
               Cameron is fighting two men. 

               Cameron grabs at his side, pulling his collapsible baton from
               its sheath. He begins to swing at both in a fight ballet.
               Paul watches from behind the counter.

               Cameron hits the Club Bandit, who gets thrown into the
               counter. Paul climbs on top of the counter and stabs the Club
               Bandit in the neck. Club Bandit SCREAMS and falls to his
               knees, blood burbling out of his neck till he dies. 

               Now it's just Cameron, Paul and the Axe bandit. The Axe
               Bandit is visibly scared now. Paul jumps down from the
               counter, pulling his knife out of the Club Bandit. Cameron
               reaches down and pulls a survival knife from the Club Bandits
               belt. 

               Cameron and Paul slowly back the Axe Bandit toward a corner
               of the store covered in newspapers. He stops just short of
               the news papers.

               Paul takes note of this and GROWLS at the Axe Bandit, who
               takes another step back onto the paper. WHOOSH! He falls down
               through a part of the floor that had been blown away. Another
               trap Paul had set that Cameron was lucky enough to avoid.

               Cameron looks down at Paul, who's smiling. Cameron smiles
               back, half chuckling to himself.

               As he does we FLASH back and forth from this moment to:
               Cameron seeing his 40 year old self inside the tub in the
               facility, looking out into a pinkish hued room. His head is
               turned to the left and he sees lab coats through the glass.
               We hear the swirling of voices from all three places ending
               with:

                                   OLIVER
                         I think he's coming out of it. 

                                                                CUT TO:



               INT. RECLAMATION ROOM - THE FACILITY - CONTINUOUS

               Cameron bolts up right in the tub. The computer screens brain
               scan changes color and goes completely green. The heart
               monitor has hit it's peak and is no longer a beep but a long
               whine. 

               He's in a room similar to the Container Room, except this one
               is outfitted with medical equipment. It's used to wake people
               from Inside and bring them back into the real world.

               He knocks over Oliver as he exits the tub, gripping it like a
               child that is attempting to steady themselves. Another LAB
               TECHNICIAN and a SECURITY #1, a member of the facilities
               internal security force, stands a short distance away,
               stunned, watching this unfold. 

               Cameron let's out a choked gasp in an attempt to take a
               breath. Instead, he turns over the side of the tub and vomits
               pink, synthetic amniotic fluid onto the ground. He attempts
               to lift himself out of the tub but falls over and hits the
               ground hard. He is slippery from the fluid that covers him
               head to toe. Wiping his eyes to get a better look around, he
               sees Oliver and the Lab Tech who is standing right next to a
               tray full of surgical instruments.

               Cameron cautiously stands up, barely sure of his footing. He
               moves menacingly, dripping amniotic fluid, toward the Lab
               Tech. 

                                   OLIVER
                         Stop him!

               The Lab Tech is frozen, unable to move. 

               Security #1 moves to stop Cameron, grabbing him with a bear
               hug from behind. Cameron head buts him, grabs his hand and
               flips Security #1 onto his back. 

               Cameron looks over and sees an open hatchway. Cameron runs
               toward it, knocking the Lab Technician out of the way. He
               pauses for a moment near the medical equipment and grabs a
               tool. He walks toward the hatch, closing it behind him.

                                                                CUT TO:



               INT. CONTAINER ROOM - THE FACILITY - CONTINUOUS

               Cameron spins the handle shut and wedges the tool so the
               hatch can't reopen. Cameron turns back around slips, landing
               his chest across a similar tub to the one he was in. ANOTHER
               PERSON lies in the same manner he did in the tub, with
               monitoring wires. 

               Cameron stands up and looks around the room. There are
               hundreds, if not thousands of people in similar containers. 

               TWO PEOPLE TALKING can be heard from down the hall heading
               toward the container room.  

               Cameron scrambles to crawl behind the tub he just discovered. 

               ILIA, a 25 year old plain woman with striking eyes, enters
               the room along with SAGE, a 50 year old bearded man with a
               weathered face. 

                                   SAGE
                         I'm still not sure this is a good
                         idea. 

                                   ILIA
                         If you have a better idea I'm open
                         to it. 

                                   SAGE
                         It's a delicate balance that we've
                         all ready messed with enough, Ilia.
                         We're not supposed to be doing
                         this.

                                   ILIA
                         I understand but until we can
                         figure out what to do we have to...

               POUNDING can be heard from the other side of the hatch. 

                                   SAGE
                         What the? Did you hear...?

               Cameron leaps from behind the tub and grabs Ilia by the hair,
               dropping both of them to the ground. He grabs her by the
               throat and squeezes, choking her. 

               Sage moves to hit Cameron, but Cameron blocks and drops Sage
               with a blow to the solar plexus. 

               Ilia elbows Cameron in his stomach, right where his umbilical
               attachment used to be. He drops her and she gasps for breath.

               Cameron stumbles, choking on the fluid that has been knocked
               loose in his stomach that rushed to his throat and lungs.

                                   CAMERON
                         Where.... What... 

               Cameron passes out from lack of oxygen. DARKNESS.



               INT. CREW QUARTERS - THE FACILITY - DAY

               Cameron wakes, blinking at neon light in his face. An air
               mask covers his nose and mouth. He is in someone's living
               quarters. He looks down and sees that he is dressed in his
               own set of grey scrubs. He lifts his left arm to try take the
               mask off, but his hand is stopped by the handcuffs that are
               attached to a pipe on the wall. 

               The room is drab and lifeless. It resembles more of a metal
               holding tank than a room that someone would live in. He looks
               around the room, taking in it's meager things in search of
               something that he could use to free himself. He sees a jacket
               hanging from a chair in front of a desk. He uses his foot
               grab the hanger and drag it to him. He takes the jacket off
               the hanger, throwing it to the ground. He bends the hanger,
               using it to free himself from the cuffs.

               He gets up off the bed, the jacket catching his eye. He
               stares at it for a moment, realizing it's not a jacket. But a
               dress military coat.

               Cameron looks up into a mirror that hangs against the wall.
               He is STARTLED by his own reflection. He gets closer and
               studies his faces wrinkles and imperfections. He looks closer
               at his hair, which has started to recede. 

                                   CAMERON
                             (examining his hair)
                         What the hell?

                                                                CUT TO:



               INT. HALLWAY - THE FACILITY - CONTINUOUS

               Cameron steps through the hatchway from the quarters out into
               the hallway. He heads down the brightly lit hallway made of
               concrete cautiously. He's disoriented and it shows.

               He sneaks passed an open door where welding and part
               reproduction is being done. 

               A noise startles Cameron and he hides. ELISABETH, 5, dressed
               in her own little version of the scrubs and with the pure joy
               only children of her age can show, comes bounding around the
               corner chasing down a bouncing ball. The ball comes to a rest
               at Cameron's feet. 

               Elisabeth points at the ball. Cameron picks it up and walks
               it over to her. 

                                   ELISABETH
                             (Accepting the ball)
                         Hi.

                                   CAMERON
                             (handing her the ball)
                         Hello.

                                   ELISABETH
                         My name is Elisabeth.
                             (Extending her hand to
                              shake)
                         How do you do?

               Cameron looks down at the little hand perplexed. He takes it
               in his and she shakes.

                                   CAMERON
                         Are you in charge of this facility?

                                   ELISABETH
                         No, silly! What's your name?

                                   CAMERON
                         Captain Cameron Caplan, 05028...
                         wait... what...

                                   ELISABETH
                         Want to play a game?

               Cameron looks down at her frustrated. He continues on his
               walk down the hallway. Elisabeth chases after.

                                   ELISABETH (CONT'D)
                         Let's play a game. Uhhhh... can you
                         guess how old I am?

                                   CAMERON
                         Uh... a hundred and ten?

                                   ELISABETH
                         What? No. I'm five!

               Cameron stops dead in his tracks. Elisabeth too.

                                   CAMERON
                             (Cameron stares down at
                              her)
                         Five? You're five?

                                   ELISABETH
                         Un huh. My half-birthday was the
                         yesterday so mom says I'm five
                         plus!

                                   CAMERON
                         Right... 

               Cameron starts to walk off again. Elisabeth doesn't follow.

                                   ELISABETH
                             (calling after)
                         Are you from the Inside?

                                   CAMERON
                         I don't know what that means.

                                   ELISABETH
                         You know. Inside the tubs. Inside
                         the machine.

               Cameron pauses again.

                                   CAMERON
                         Inside? 

                                   ELISABETH
                         Yeah. Your skin is so white and
                         shiny. You must be an Insider. Are
                         you lost?

                                   CAMERON
                         Sure?

                                   ELISABETH
                         Come on.
                             (Extending her hand)
                         I'll take you to my mom. She'll
                         help you. She's really good at
                         helping.

               Cameron reluctantly takes it and is lead away by the little
               girl.

                                   CAMERON
                         Where are we going to go now?

                                   ELISABETH
                         My mom's working in the garden. I
                         like the garden. It smells good.

               As Elisabeth leads Cameron down the hallway, a SHADOWY FIGURE
               moves passed the camera. 

                                                                CUT TO:



               INT. ARBORETUM - THE FACILITY - CONTINUOUS

               Cameron is ushered into the arboretum by Elisabeth. It is a
               vast enclosure teaming with edible plant life. Elisabeth
               leads Cameron up a short flight of stairs onto a grassy
               knoll. 

               They pass under a large apple trees. Through their branches
               Cameron looks up to see the clear panels above them. They are
               tinted and the sky looks a pale brown. The sun is visible
               with out a cloud in the sky.

                                   CAMERON
                         Why does the sun look so different?

                                   ELISABETH
                         It's always looked like that.

               A figure is hunched over a pond teeming with fish. She's
               fixing a pipe that leads into the pond. Elisabeth recognizes
               her as her mother and, letting her hand slip from Cameron's,
               runs to meet her. 

               Elisabeth jumps on her mothers back. She turns around to face
               her daughter and we see that it is Ilia. They have a short
               tickle match. Ilia looks up to see Cameron standing there.

                                   ILIA
                         Why hello. 

                                   CAMERON
                         Are you in charge here?

                                   ILIA
                             (to Elisabeth)
                         Do me a favor sweetie. Go find your
                         Uncle Sage for me, please? Tell him
                         "he's awake". 

               Elisabeth runs off. 

                                   ILIA (CONT'D)
                         These damned aquaponic-ponds. Roots
                         from the plants keep growing into
                         the pipes, screwing up the cycling.

                                   CAMERON
                         I asked a question.

                                   ILIA
                         Yes. Of sorts. My name is Ilia.

               Ilia extends her hand to shake Camerons. He does not.

                                   CAMERON
                         Where am I? Am I a prisoner?

                                   ILIA
                             (cutting him off)
                         Prisoner? No, Captain. You're not a
                         prisoner. 

                                   CAMERON
                         I was hand cuffed. 

                                   ILIA
                         That was just a precaution. We
                         don't have a jail or anything like
                         that. What's the last thing you
                         remember?

                                   CAMERON
                         I was.... there was a fight.

                                   ILIA
                         Do you know what year it is?

                                   CAMERON
                         Year?

                                   ILIA
                         Yes. What year do you think this
                         is?

                                   CAMERON
                         It's uh... um... 20...

                                   ILIA
                         2183. You are in terraforming plant
                         in the heart of what used to be the
                         Central Valley of California. Is
                         any of this ringing a bell?

               Cameron looks at her befuddled. 

                                   ILIA (CONT'D)
                         The 4th dimension is a little
                         different on the Outside isn't it?

                                   CAMERON
                         I was on a farm?

                                   SAGE (O.S.)
                         Ilia.

               Sage has arrived with TWO BURLY SECURITY GUARDS. He's not
               taking chances this time.

                                   ILIA
                         It's all right. It's all right,
                         Sage. I don't think we'll have
                         trouble this time, will we Captain?

               Cameron is still confused, but nods in agreement.

                                   ILIA (CONT'D)
                         I think it's time we showed him his
                         videos.

               CLICK.

                                                                CUT TO:



               INT. CREW QUARTERS - THE FACILITY - DAY

               We see the inside of a facility quarters through the lens of
               a camera with REC in the corner. The date and time are
               displayed in the lower right corner as 25.01.2041. We see
               Young Cameron leaning back from having flipped the switch to
               the camera on.
               Behind him we can see it is the same quarters as the ones he
               left earlier, but cleaner and newer than the ones he awoke
               in. Like they have just been built and finished. 

                                   VIDEO CAMERON
                         Is this thing on? 
                             (tapping on camera)
                         Fucking technology. Looks new,
                         still a piece of shit. So... talk
                         about myself. I'm supposed to talk
                         about myself. Help you, adjust to
                         being who I used to be. That's a
                         strange turn of phrase.

               We pull back and see that Cameron is watching the video of
               his younger self. Young Cameron pulls out a pack of
               cigarettes and lights up.

                                   VIDEO CAMERON (CONT'D)
                             (as he pours a glass of
                              whiskey for himself)
                         But the fact is, you're not. They
                         tell me that I, by which I mean
                         you, will look a lot older than I
                         do now. With any luck, that tank
                         will be like sleeping in Vaseline
                         for two hundred years. 

               Cameron sits stunned, staring at the screen. The shock of
               that he's 180 is sinking in. The video continues.

                                   VIDEO CAMERON (CONT'D)
                         I tried to find mom at one of the
                         other facilities. Just kind of
                         hoped she made it... as much as I
                         wish she hadn't...no word yet.
                         Spotty communication with the
                         towers. I'm assuming by now they've
                         given you our bag of goodies. Saved
                         what I could for you, cause, I
                         gotta tell ya, this place is the
                         most boring dump I've ever been to.

               Cameron looks to the right and sitting on a desk is his bag
               from the road. Cameron opens it and reaches inside to see
               what contents might tell him something about himself.

                                   VIDEO CAMERON (CONT'D)
                         Ever. If there was enough oxygen in
                         the atmo I might still be out
                         there, fighting highway bandits,
                         scavenging for food...
                         more fun than what's waiting for me
                         in that artificial uterus they got
                         brewing for me. 

               (The following dialogue and description play out over each at
               the same time.)

                                   VIDEO CAMERON (CONT'D)
                         Now if you will please pour a glass
                         with me sir, we will paw through
                         the remains of our shattered
                         wasteland life as we, in turn, get
                         wasted ourselves.

               Cameron pours out a glass of whiskey, way too large for even
               a normal drinker as he does not remember what he is doing.

                                   VIDEO CAMERON (CONT'D)
                             (raising his glass)
                         Cheers.

               Both Camerons take a swig from their glasses. Young Cameron
               downs it easily. Old Cameron swallows some then gasps for
               air.

                                   VIDEO CAMERON (CONT'D)
                         Mmm.... Now that's the good stuff. 

                                                                CUT TO:

                                   VIDEO CAMERON (CONT'D)
                         Probably could have gotten
                         something decent in trade for that
                         stupid metal disk.

               He pulls out: a small jewelry box. He opens in and inside is
               a medal that he won fighting in the war; 

                                                                CUT TO:

                                   VIDEO CAMERON (CONT'D)
                         Grabbed whatever "entertainment
                         magazines" I could on the trip. 

               Pornographic magazines from the 21st century. 

                                                                CUT TO:

                                   VIDEO CAMERON (CONT'D)
                         Memories...

               A photo album that he flips through of himself in the war,
               with his family, and photo with him and a large group of kids
               that include Paul and Jane.

                                   VIDEO CAMERON (CONT'D)
                         Let's not revisit everything. 

               Both Camerons take a generous swig from their glasses.
               Cameron doesn't choke as much this time.

               A BEEPING SOUND goes off in the video.

                                   VIDEO CAMERON (CONT'D)
                         Shit. I'm going to be late. She'll
                         be so terribly cross if I'm late.
                         Kind of shocking how easy it is to
                         get laid when the world is ending.
                         Take care, sir. 
                             (saluting  his older-self)
                         Be careful with what I left you.
                         They're antiques by now. Until next
                         time.

               The video blinks off. 

               Cameron finds the collapsible baton he used in the war. He
               pushes the button and it hits him in the face knocking him
               over in his chair.

               From the floor, Cameron looks over in the corner of the room
               and sees a violin case leaning against the wall. He crawls
               over and opens it. Inside he finds his shined, if slightly
               aged, violin and removed it from the case. Crossing his legs,
               he plays tentatively for moment, then begins to play
               confidently.

               It's beautiful. The sound is carried out the open hatch of
               his quarters. 

                                                                CUT TO:



               INT. HALLWAY - FACILITY - CONTINUOUS

               The music floats on the wind down the hallway and we follow
               it as it fades, passing by the open hatches of other
               residents who are in midst of preparing for bed. 

               In the shadows lurks the same figure as before. He peers out
               slightly, listening to the music and we see his face for the
               first time. He looks like a mid twenties version of Paul from
               the Inside.

                                   SERGEANT STEVENS (V.O.)
                         Where'd you pick up this little
                         piece of shit?

                                                                CUT TO:



               EXT. ENCAMPMENT - THE PAST - NIGHT

               The encampment is small. A few tents and a device that glows
               at the center, sending out heat.

               Paul is tearing into a small piece of a ration around a
               campfire as SERGEANT STEVENS, an old army veteran in his 50's
               that has the grizzled look of man that has been fighting a
               long war, runs his hand over his mouth in a vain attempt to
               smooth out the three day stubble as he visually evaluates
               Paul. Cameron is digging into his back pack, taking inventory
               of the goods he acquired while he was out scouting. Paul
               watches them intently, studying their every move.

                                   CAMERON
                         Hiding in a gas station. Nearly
                         took me out too. He set traps for
                         intruders. Knives hanging from the
                         ceiling. Even managed to cover over
                         a blast hole with newspapers.
                         Pretty smart for a kid.

                                   SERGEANT STEVENS
                         And you brought him back here?

                                   CAMERON
                         You worry too much. He helped me
                         out. He's a little feral, but he'll
                         be all right. Just couldn't leave
                         him.

                                   SERGEANT STEVENS
                         Captain...

               Cameron cuts him off by tossing him a can of SPAM from his
               sack. The Sergeant smiles.

                                   SERGEANT STEVENS (CONT'D)
                         You do know the way to an old man's
                         heart.

                                   CAMERON
                         Nothing but the best for my
                         platoon.
                         Also picked up some clips for your
                         carbine and a new survival knife
                         for myself. Anybody else make it
                         back yet?

                                   SERGEANT STEVENS
                         Sims, Caufield and Burch. Jones got
                         caught in an ambush. Ericson died
                         of dysentery this morning.

                                   CAMERON
                         Remember when we used to talk in
                         terms of numbers and not names?

               Cameron pulls out a book of quotes and flips through it
               quickly before tossing it on the ground. He then pulls out a
               half full bottle of Jack Daniels from his bag. Sergeant
               Stevens perks up.

                                   SERGEANT STEVENS
                         Where on earth did you find that?

               Cameron opens the bottle and starts to down it like an
               alcoholic on steroid.

                                   SERGEANT STEVENS (CONT'D)
                         Jesus man, save a little for a
                         brotha.

               Cameron stops and tosses the bottle to Sergeant Stevens, who
               takes a swig.

                                   CAMERON
                         Gotta enjoy the little things.
                         Why'd you join the army Sergeant? 

                                   SERGEANT STEVENS
                         Don't rightly know anymore. See the
                         world? Never thought I'd be
                         fighting in Arkansas. Why do you
                         ask?

                                   CAMERON
                         Alcohol makes me nostalgic. This
                         isn't exactly where I thought I
                         would be all that I could be. 

                                   SERGEANT STEVENS
                         What?

                                   CAMERON
                         Old commercial, thing, something.
                         Never mind.

                                   SERGEANT STEVENS
                         Why did you join, sir?

                                   CAMERON
                         GI bill, soldier. GI bill. What
                         better way to pay for an education
                         than by learning to kill your
                         countries enemies. A BA in English
                         hardly seems worth it now.

               Cameron pulls out a violin case out of his sack. He opens it,
               putting the violin to his chin and the bow to the strings he
               starts to play. It's the worst music ever heard.

                                   SERGEANT STEVENS
                         Stop! Stop! You're killing my ears! 

                                   CAMERON
                             (stops playing)
                         I always wanted to learn as a kid
                         but my parents couldn't afford to
                         buy me one. I'm sure I can figure
                         it out. It'll just take a little
                         practice. 

                                   SERGEANT STEVENS
                         Oh yeah. And we got tons of time
                         for that. 

               BEEP. A light and sounds emanate from Cameron's bag.

                                   SERGEANT STEVENS (CONT'D)
                         Is that what I think it is?

               Young Cameron sets down the violin and reaches into his bag
               and pulls out a small PC tablet pad.

                                   SERGEANT STEVENS (CONT'D)
                         I thought it was broken.

                                   CAMERON
                         Just out of power. Found a usable
                         solar cell in the gas station. Must
                         be fully powered up now.

               Cameron types in a code that opens to the main screen.
               Cameron squints at the screen.

                                   SERGEANT STEVENS
                         What is it?

                                   CAMERON
                         Orders.

                                   SERGEANT STEVENS
                         Orders? The war over?

                                   CAMERON
                         Yeah.

                                   SERGEANT STEVENS
                         So we go home?

                                   CAMERON
                         You know there's no home to go to.
                         No, this is something else. Time to
                         pack up. We've got marching orders
                         and very little time to complete
                         them.

                                                                CUT TO:



               INT. HALLWAY - FACILITY - NIGHT

               Cameron lies, passed out, half way in, half way out of his
               quarters. He's semi-conscious, drunk off the small amount of
               alcohol his rejuvenated liver has ingested.

               A FIGURE appears, looming over him. Through his fuzzy eyes we
               see their outline, but not their face.

                                   CAMERON
                         Jane? Jane is that you?

               The Figure helps Cameron to his feet.

                                   CAMERON (CONT'D)
                         I don't think I've been this drunk
                         before.

               The Figure helps Cameron to his bunk.

                                   CAMERON (CONT'D)
                         What hell am I doing here? I just
                         want to go back. Just let me go
                         back.

               Cameron passes out.

                                                                CUT TO:



               INT. DINING HALL - FACILITY - DAY

               The room is cafeteria style, looking much like a prison but
               with a happier air to it. Multi-generational families sit
               eating together, enjoying their morning meals. 

               Ilia and Elisabeth sit eating what looks like oatmeal and
               chatting. 

               Cameron enters the hall, obviously hung over from the night
               before. He looks around and heads to the line where people
               are waiting to get food. Ilia takes note of him and gets up
               to meet him in line. 

               He's just gotten a tray and is moving in the line
               tentatively. He can see that all eyes are on the newbie. 

                                   ILIA
                         Get a good nights sleep?

               Cameron nods. 

                                   ILIA (CONT'D)
                         Good. That's good. You look ill.
                         Are you feeling all right?

                                   CAMERON
                         I'm fine. Must be the lights, fresh
                         out the box kind of thing.

               Ilia nods. Cameron picks at various food in the line, not
               particularly interested in talking to Ilia. She can sense his
               hesitation. 

                                   ILIA
                         Well... Lizzie and I are sitting
                         over there if you feel like
                         company. 

               Ilia points over to Elisabeth who is waving at Cameron. He
               meekly waves back. Ilia heads back to where Elisabeth is
               sitting.

               Cameron scans around again to see everyone looking at him,
               especially the two larger Security men who are eating and
               staring intently at him. 

               In the corner of the cafeteria he sees a small GROUP OF FOUR
               pale looking people staring at him more boldly and intensely
               than the others. One face stands out to him more than the
               others. We see Cameron's mind flash to Paul as a child on the
               Inside. 

               He returns back to the food line. He's finally hit the
               portion of the line where large pitchers are filled with a
               thick green liquid. He lowers his head down and takes a
               whiff.

                                   KARIM (O.S.)
                         It looks worse than it tastes.

               Cameron looks up to see KARIM, a pleasant looking women in
               her thirties who is on the other side of the line from him. 

                                   CAMERON
                         Is it?

                                   KARIM
                         Most of the food is pretty good,
                         but it's just so you'll tolerate
                         this vitamin mixed sludge. You have
                         to have at least an 8 ounce glass
                         of it every meal or you start to
                         feel sickly.

               Cameron grabs a glass and pours the sludge into it, with a
               look of mild disgust.

                                   KARIM (CONT'D)
                             (smiling)
                         Maybe you should take a little
                         extra one. You're a big guy, could
                         use it.

               Karim hands him a smaller glass with some of the green sludge
               in it. Cameron takes it, smiling, as he heads towards
               Elisabeth and Ilia.

                                   KARIM (CONT'D)
                             (calling after)
                         You don't remember me, do you?

                                   CAMERON
                         I'm sorry. I haven't really met
                         anyone yet.

                                   KARIM
                         No, I don't mean these people. I
                         mean, from before. 

               Cameron squints at her, not understanding. We flash to his
               mind, where the image from last night becomes unfuzzy and we
               see that it was Karim who helped him last night, lightly
               kissing him on the lips.

                                   KARIM (CONT'D)
                         What do you remember?

                                   CAMERON
                         I uh... last night?

                                   KARIM
                         Yeah, but I mean back when we were
                         intimate... before we were both put
                         into the Inside. I tried to get
                         added to your pod, but they
                         wouldn't do it. 

                                   CAMERON
                         I'm sorry... I don't...

                                   KARIM
                         It's OK if you had someone on the
                         Inside with you. I did too, but I
                         can't get him out either. I haven't
                         been with anyone in months. And
                         with how sickly these people are,
                         I'd rather be familiar with someone
                         I've all ready been with.  

               Cameron is getting extremely flushed and confused.

                                   KARIM (CONT'D)
                         You really don't remember me do
                         you?

                                   CAMERON
                         And we, uh, we used too...

                                   KARIM
                         Have sex?

                                   CAMERON
                         Yeah.

                                   KARIM
                         Yes. Yes we did.

                                   CAMERON
                         Um... I'm married.

                                   KARIM
                         Tell you what, how about you have a
                         nice breakfast, get situated and we
                         talk about this later? 

               Karim touches Camerons hand lightly before heading over to
               sit with the group of four that Cameron was looking at
               earlier. Cameron heads to sit with Ilia and Elisabeth. 

                                   ELISABETH
                         Hi Cameron! Do you remember me?

                                   CAMERON
                         Elisabeth, right?

                                   ELISABETH
                         Yes! Have you watched your videos?

                                   ILIA
                         We shouldn't ask him about his
                         videos, Lizzie. It's not polite.

                                   ELISABETH
                         But moooommm. You told me to ask.

               Cameron smirks as Ilia is embarrassed.

                                   CAMERON
                         Videos? I only saw the one?

                                   ILIA
                         Most people have multiple. You
                         probably just missed the click bar
                         at the bottom.

                                   CAMERON
                             (nodding)
                         It was good, Lizzie. It was.... a
                         bit rattling, but good. To see
                         myself.

                                   ILIA
                         Shake any of the cob webs loose?

                                   CAMERON
                             (shrugs and shakes his
                              head)
                         Enough. Everything is becoming
                         clearer, but still very much
                         intermixed right now. The place I
                         was before here... 

                                   ILIA
                         Inside. That's what we call it.

                                   CAMERON
                         What is that?

                                   ILIA
                         It's a construct that was built
                         just before the Great Hibernation
                         at the end of the War. A place to
                         store what was left of humanity
                         until the time was right.

                                   CAMERON
                         For what? 

                                   ILIA
                         For when the Earth has healed
                         itself enough to sustain us. Most
                         of the breathable atmosphere of the
                         planet was gone. It's lifeboat and
                         a tree of life. It's one of twelve
                         plants terraforming the planet
                         right now, creating a whole new
                         Garden of Eden for humanity. "We
                         are imprisoned in the realm of
                         life..."

                                   CAMERON
                             (cutting her off)
                         "...like a sailor on his tiny boat,
                         on an infinite ocean."

                                   ILIA
                             (smiling)
                         That's right.

               Cameron nods his head.

                                   CAMERON
                         And why is everyone staring at me?

               Ilia looks around and sees everyone staring at Cameron.

                                   ILIA
                         They're staring at you because
                         you're new. Not a lot of new faces
                         on the Outside.

                                   CAMERON
                             (motioning to the group of
                              four)
                         And what about them?

                                   ILIA
                         They're like you. From the inside.
                         Do you recognize any of them?

               Cameron stares hard at Paul, his mind flashing to Paul as a
               child again. Cameron shakes his head "no".

                                   ILIA (CONT'D)
                         Give it time. It'll come back to
                         you. I can introduce you if you
                         like?

                                   SPENCER(O.S.)
                         Why don't you introduce me?

               SPENCER, one of the biggest men among those on the Outside.
               Ilia is less than thrilled to see Spencer.

                                   ILIA
                         Spencer. This is Cameron. 

               Cameron nods at Spencer.

                                   SPENCER
                         I'm not worthy of a full handshake?

               Cameron stands and shakes Spencer's hand. It's a two dog
               showdown, but Cameron is so serene in his expressions you
               wouldn't know it.

                                   SPENCER (CONT'D)
                         You have a firm handshake. Good.
                         Being a tub baby hasn't overly
                         diminished your strength.

               Cameron smirks.

                                   SPENCER (CONT'D)
                         Ilia, I hope I'll see you at the
                         meeting tomorrow night?

                                   ILIA
                         I don't think so, Spencer.

                                   SPENCER
                         Come now, Ilia. You're the guest of
                         honor!

                                   ILIA
                             (sighing)
                         We'll talk later, all right?

                                   SPENCER
                         Yes. I'm sure we will. Good meeting
                         you again, Cameron. Look forward to
                         seeing you around.

               Spencer leaves. Cameron watches Spencer as he leaves. Spencer
               works the crowd like a true politician. Shaking babies and
               kissing hands.

                                   CAMERON
                         Who was that?

                                   ELISABETH
                         He's a douche, right mommy?

                                   ILIA
                         Lizzie, manners.

               Ilia nods that Elisabeth was correct.

                                   ILIA (CONT'D)
                         We don't see exactly eye to eye.
                         And more eyes are looking at him
                         than I'd like. He's pushing to get
                         us out of here ahead of schedule.

                                   CAMERON
                         And when is that?

                                   ILIA
                         Fifty years from tomorrow.

                                   CAMERON
                         Yeah, I can see how that might be a
                         problem for some.

               Cameron gaze carries him over to Karim, who is sitting at
               another table. They lock eyes for a minute. We see Cameron's
               mind drift off to Jane for a moment.

                                   CAMERON (CONT'D)
                             (to Ilia)
                         Can I see Jane?

                                                                CUT TO:



               INT. CAMERON & JANE'S HOUSE - INSIDE - DAY

               The house is a plane wood cabin one would find in the old
               west. The stove is crackling with a fire.

               Jane is sitting by a window painting the a landscape of the
               rolling mountains. It's a beautiful piece, very skilled for a
               160 year old woman in a ten year old's body. She sees Cameron
               come over the horizon and smiles. Then Paul appears and it
               turns to more of a scowl.

               Cameron enters through the front door and Jane runs to meet
               him, jumping into his arms and kissing him. 

                                   JANE
                         You're home.

                                   CAMERON
                         So are you.

               Cameron puts her down again. Paul waits patiently at the
               door.

                                   JANE
                         Paul. How are you? You staying for
                         dinner?

                                   PAUL
                         No. I think not. Thank you for the
                         invitation Jane but I have a prior
                         engagement. I'll see you both in
                         the morning.

               Paul exits, heading back down the hill.

                                   JANE
                         That guy bugs me.

                                   CAMERON
                         This again.

                                   JANE
                         You don't see it?

                                   CAMERON
                         See what? He seems the same as he's
                         ever been.

                                   JANE
                         Which wasn't bad enough to begin
                         with? 

                                   CAMERON
                         What's that supposed to mean?

                                   JANE
                         You just don't see it cause you
                         raised him.

                                   CAMERON
                         I raised all of you, Jane. Don't
                         forget. You've know him a hundred
                         and fifty years Jane. He's fine.
                         His feral days are over. Trust me. 

               Cameron looks over and sees her latest painting.

                                   CAMERON (CONT'D)
                             (walking over to her
                              painting)
                         Is this your latest? It's a
                         wonderful abstraction. 

                                   JANE
                         Cameron...

                                   CAMERON
                         I love what you're doing with the
                         colors.

                                   JANE
                         Stop changing the subject. I'm not
                         bringing this up just now and you
                         know it. Whatever is wrong with him
                         is getting worse.

                                   CAMERON
                         Look, he's my oldest friend. He
                         seems fine to me. A bit
                         contemplative right now, but fine. 

               Janes looks down shaking her head. Cameron raises her chin
               with his hand. Cameron kisses her.

                                   JANE
                         You know, this was supposed to be
                         an anniversary gift. 

                                   CAMERON
                         Has it all ready been...

                                   JANE
                         Sixty-eight years next month.

                                   CAMERON
                         I love you.

                                   JANE
                         I love you too.

                                                                CUT TO:



               INT. CONTAINER ROOM - THE FACILITY - DAY

               Cameron sits on a chair next to the container that holds
               Jane.
               He stares at her closed eyes, touching the clear wall of her
               container affectionately. Ilia stands to the side, watching.

                                   CAMERON
                         She looks... different...

                                   ILIA
                         It's the amniotic stasis. It slows
                         aging by a factor of twenty. On the
                         Inside she would look like she did
                         when she was encapsulated. That
                         would make her... 

               Ilia does the math in her head. As she does, she looks at how
               Cameron sits touching the container lovingly. She realizes
               what he's talking about and suddenly becomes embarrassed.

                                   ILIA (CONT'D)
                         Oh... you two were...

                                   CAMERON
                         It didn't start out how you're
                         thinking. Our bodies may age slowly
                         out here, but on the Inside...
                         we're still aging in mind. I don't
                         know when it happened but at some
                         point she... evolved. From just a
                         little girl to a full grown person.
                         She can be really stubborn at times
                         too. This one time....

               Cameron looks over at Ilia and sees her discomfort with the
               discussion. Children are still children on the Outside. Sage
               enters, giving Cameron an excuse to change the subject.

                                   CAMERON (CONT'D)
                         Can we wake her? I mean, bring her
                         to the Outside. 

                                   ILIA
                         I'm sorry. We can't. To lose
                         another person would affect the
                         symbiotic balance too greatly. You
                         see this screen?

               Ilia points to the monitor that shows Jane's vital
               statistics, as well as her number in the placement of her
               pod.

                                   ILIA (CONT'D)
                         This number, is her number, inside
                         your pod of one hundred fifty
                         people.
                         That pod is just one of sixty-six
                         other pods that form up the entire
                         facility. We've all ready pulled
                         three from your group. We pull out
                         any more and the fabric of your
                         reality will come undone and we
                         lose everyone in your pod.

                                   CAMERON
                         Fabric of reality?

                                   SAGE
                         To save power we use part of your
                         brain to create the digital
                         architecture. Is any of this
                         ringing a bell yet?

                                   CAMERON
                         I was a soldier Sage. And you're
                         using a lot of S.A.T. words. 

                                   SAGE
                         What's an S.A.T.?

                                   ILIA
                         Point is, we pull her, we risk
                         losing everyone. We probably
                         shouldn't have even have woken you. 

                                   CAMERON
                         Then why did you? 

               Ilia looks over at Sage as if for an answer. He motions that
               she tell him.

                                   ILIA
                         Not a lot of options. We lost a few
                         people unexpectedly. Weren't able
                         to cover all out terminals with
                         limited labor. Short too many
                         people on the Outside...

                                   CAMERON
                         And the Inside falls apart. 

                                   ILIA
                         There was no malicious intent in
                         this, Captain.

                                   CAMERON
                         Then why not pull one randomly from
                         each pod then? Why so many from
                         just this one?

               Ilia looks back over at Sage for help.

                                   SAGE
                         Captain. Do you mind joining me in
                         the training room?

                                                                CUT TO:



               INT. TRAINING ROOM - THE FACILITY - DAY

               The training room looks like a boxing gym from the 1920's.
               There is no digital equipment. Everything is made of hearty
               material that's meant to last forever. In the center is a UFC
               style fighting octagon. Cameron and Sage are in the ring,
               dressed to fight. Sage is having a member of his Security
               detail put on his gloves, as another puts them on Cameron and
               wrap him with a pad on his stomach to cover his umbilical
               attachment wound.

                                   CAMERON
                         I'm really not sure if this is such
                         a good idea. I can't remember the
                         last time I was in a real fight.

                                   SAGE
                         Part of the protocol is to return a
                         person to the duties they had
                         before they were put Inside. Helps
                         to jog the memory. And according to
                         your file, Captain, your primary
                         duties were to train and maintain
                         the internal security force. The
                         one you dropped so easily 30
                         seconds after waking up. 

                                   CAMERON
                         That was just a fight or flight
                         reflex.

                                   SAGE
                             (smiling)
                         Well, your fight reflex seems to
                         work really well. Don't worry, I'll
                         go easy on you. 

               The two come to the center and touch gloves. They move around
               each other slowly, Sage with his gloves up at the ready,
               Cameron with his hands at his side. 

               Sage lunges. The two fight, MMA style. It is clear that Sage
               is skilled, but he is out matched by Cameron.

                                   SAGE (CONT'D)
                         Not bad, for a hundred and eighty
                         year old.

                                   CAMERON
                         I teach a Thai Chi class daily.

                                   SAGE
                         Oh really? 

               Sage waves for the Two Security that had been watching join
               in to the fight. Cameron handles all three easily. He's used
               to being out numbered. 

               We pull back through a vent in the wall and see Paul watching
               as Cameron fights two men. 

                                                                CUT TO:



               EXT. HIGHWAY - THE PAST - DAY

               Paul watches the road, hiding behind a desolate RV. Across
               from him on the other side of the road we can see the
               Sergeant and his men hiding as well. To his right is Cameron,
               checking his AR-15 as well as a few TEENAGERS WITH AUTOMATIC
               WEAPONS. 

                                   CAMERON
                             (whispering)
                         When they come through, I want
                         Samovar, Deacon and Jeffords on me.
                         The rest of you stay here and for
                         god sakes don't shoot unless you
                         know what you have in your sights.
                         You've each only got a few rounds
                         so make them count. Shoot whoever
                         has a gun first. Paul, you stay
                         here, you understand me. Paul? Paul
                         are you listening?

               Paul turns around to face Cameron.

                                   PAUL
                             (whispering)
                         I can see them coming.

               Cameron looks down the road he sees a CARAVAN: an old army
               truck being pulled by horses down the road. It's a collection
               of highway bandits, some carrying guns others carrying
               machete's and axes. Behind the caravan trail slaves tied to
               the truck. Mostly young girls, no older than fourteen, but a
               few men as well.

               Cameron uses hand signals to motion everyone to get into
               place. He looks across the road and locks eyes with Sergeant
               Stevens. The two nod at each other.

               The Caravan crosses between the two teams. Cameron puts a
               whistle in his mouth and blows. 

               BANG. The two teams open fire on the Caravan. Their ammo is
               quickly expelled as they hit the bandits carrying guns.
               Cameron double whistles and the two teams advance, screaming
               and wielding their weapons. 

               A bandit runs and grabs a rifle from one of his fallen
               compatriots and shoots at Cameron, the bullet whistling past
               him and instead hitting the Samovar in the chest. Cameron
               dives in and fights.

               Cameron takes on three men at once, similar to how he did in
               the Facility Training Room. Paul watches intently and FLASHES
               back and forth. The fight styles are the same, save Cameron
               has his trusty baton on the Highway.

                                                                CUT TO:



               EXT. HIGHWAY - THE PAST - LATER

               The battle has ended. Cameron and his side have won. Cameron
               is staring down at the body of Samovar and Jeffords. Paul
               stands next to him, looking down at the bodies. Sergeant
               Stevens enters.

                                   SERGEANT STEVENS
                         Our take looks pretty good. Fifteen
                         dead bandits. Rations. Ammo. And we
                         got twenty new civilians to take
                         with us. And it only cost us two
                         greens. Not bad at all.

                                   CAMERON
                         Right. Not bad.

               Cameron picks up his head.

                                   CAMERON (CONT'D)
                         Unhook the horse. Load it up with
                         whatever you can, distribute the
                         rest to new civilians and let's
                         keep moving. 

                                   SERGEANT STEVENS
                         Sir, the truck has got more than we
                         can possibly carry. We shouldn't
                         just leave it.

                                   CAMERON
                         Are you interested in getting
                         ambushed, Sergeant?

                                   SERGEANT STEVENS
                         No sir. 

                                   CAMERON
                         Cause that's what the truck is. An
                         ambush waiting to happen. We need
                         to stay nimble and light. One well
                         placed RPG and we're toast.

                                   SERGEANT STEVENS
                         Rocket propelled grenades? But sir,
                         we haven't seen one of those in
                         months.

                                   CAMERON
                             (angrily)
                         This isn't a discussion, Sergeant.
                         It's bad enough we have to shepherd
                         these people across this fucking
                         wasteland, I'm not about to let you
                         question my judgement. Just get it
                         done.  

               Sergeant Stevens nods and walks off. Cameron looks over at
               Paul.

                                   CAMERON (CONT'D)
                         Grab your stuff. We're moving out.

               Paul nods. Cameron heads off to instruct the rest of the
               group.

               Paul runs over to where they were hiding before and grabs his
               belongings. He looks over at the truck and Cameron talking to
               people. He then sees a hand gun that's under the truck that's
               been overlooked. He looks around, like a child who knows he's
               about to do something bad, and runs toward the gun.

                                                                CUT TO:



               INT. TRAINING ROOM - THE FACILITY - DAY

               Paul is still watching, with the intense look he showed to
               the gun focused on the fight. He recedes back into the
               shadows.

               The fight is winding down. Sage finally lands a blow to
               Cameron's stomach that truly hurts Cameron and he falls back,
               tapping out.

                                   SAGE
                             (gasping for air)
                         What? Had enough?

               The other Security personnel are bent over gasping for air.
               None of them have fought that hard in a long time.

                                                                CUT TO:



               INT. TRAINING ROOM - THE FACILITY - LATER

               Security Guard #1 unlaces Cameron from his gloves as Sage
               leans against a set of lockers. The tension that was between
               them is gone, like kids on a playground. Cameron looks up to
               see Sage running his hand over his three day stubble while
               maintaining a piercing gaze at Cameron.

                                   SAGE
                         I know we rushed you a bit with
                         your umbiblical injury and all, but
                         with the meds your on you should be
                         healed in a few days.

                                   CAMERON
                         You tell that to all the guys you
                         beat up?

                                   SAGE
                         Just the ones that can handle it.
                         I'm sure you've had a lot worse.

                                   CAMERON
                         Not for a very long time. There
                         were plenty of times though I was
                         pretty out numbered.

                                   SAGE
                         Oh yeah? I'd love to hear about
                         them some time. My father used to
                         tell me stories about the war. You
                         know, oral history kind of stuff.
                         I think he named me Sage cause he
                         thought that when I would tell the
                         stories it would sound more
                         "profound".

                                   CAMERON
                         So you like story telling?

                                   SAGE
                         Like? I love it. I don't do it as
                         much any more with everything going
                         on but a good story connects you
                         like nothing else.

                                   CAMERON
                         Why do you look so familiar to me?

                                   SAGE
                         I have that kind of face?

                                   CAMERON
                         No. It's just.... This is going to
                         sound ridiculous, but my sergeant
                         used to do that very same thing
                         with his hand.

               Cameron mimics Sage's hand movement against his face.

                                   SAGE
                         Really? What was his name?

                                   CAMERON
                         Aaron Stevens. 

               Sage laughs out loud.

                                   CAMERON (CONT'D)
                         What?

                                   SAGE
                         Would you believe that was my great
                         great-grandfathers name?

                                   CAMERON
                             (squinting)
                         Well, you're not exactly the
                         blackest guy I've ever met...

                                   SAGE
                             (laughing)
                         I don't even know what that means.

                                   CAMERON
                         Black. You know. BLACK.

               Sage just stares back.

                                   CAMERON (CONT'D)
                         I guess stereotypes don't really
                         exist around here.

                                   SAGE
                         What was he like? I'd love to hear
                         everything you know about him.

                                   CAMERON
                         He was a good man. Good soldier to
                         have at your back.

                                   SAGE
                         We'll have to have a drink some
                         time and you can tell me all about
                         it.

                                   CAMERON
                         Yeah. A drink. Fun.

                                   SAGE
                         Good to see your memory is coming
                         back. A lot of the ones we pulled
                         out were so young when they went in
                         they don't remember anything but
                         the Inside.

                                   CAMERON
                         How many people have you had to
                         pull out?

                                   SAGE
                         Five, including you.

                                   CAMERON
                         Five? You've had five people leave?

                                   SAGE
                         Leave?

                                   CAMERON
                         Yeah. Ilia said you had lost
                         people. I assumed that meant they
                         went one of the other facilities?

                                   SAGE
                         No, captain. We've been out of
                         touch with the other facilities for
                         better part of fifty years. 

                                   CAMERON
                         Ok, so, what happened to everyone
                         then?

                                   SAGE
                         They died.

                                   CAMERON
                         Died?

                                   SAGE
                         Yeah.

               Sage furrows his brow and finishes unlacing Cameron. Cameron
               has stepped into territory that Sage doesn't want to share
               yet.

                                   SAGE (CONT'D)
                         Would you be open to training my
                         men as part of your duties now that
                         you're out here?

                                   CAMERON
                         Sure. But why? With only so few
                         people do you really need a
                         security force?

                                   SAGE
                         Yes and no. We've grown soft. No
                         one has seen a real fight outside
                         of that ring in a long time. They
                         need training in the unevenness of
                         a real fight, not just from
                         sparring. They need to get
                         toughened up a bit.

                                   CAMERON
                         All right. But part of my duties?

                                                                CUT TO:



               INT. HALLWAY - THE FACILITY - DAY

               Ilia walks with Cameron down the hallway.

                                   ILIA
                         Everyone works. We all rotate jobs
                         every month so that in the event
                         someone is incapacitated another
                         can take over and fill the gap.
                         Sage said you were asking why we
                         pulled you out? 

                                   CAMERON
                         Yes.

                                   ILIA
                         Normally, we have enough overlap in
                         people to fill the various needs of
                         each job. But since we lost a few
                         people, the vacuum could not be
                         filled with the current population.
                         Too many kids, not enough adults as
                         it were. Hence, pulling you out,
                         Captain. Here we are.

               Ilia takes Cameron through a hatch. Above the hatch reads a
               sign that says "Main Control Room".

                                                                CUT TO:



               INT. MAIN CONTROL ROOM - THE FACILITY - DAY

               The room is filled with various screens, gauges and
               keyboards. It feels like the cross between an air traffic
               control tower and a submarine command center. There are
               several workers monitoring different airs labeled things like
               VENTILATION, WATER, SOLAR, GEOTHERMAL and METHANE. 

                                   ILIA
                         This is the main control room.
                         There are several other smaller sub
                         units around the facility, but this
                         is where all the information comes.

               Ilia leads Cameron over to the Methane Control area, where
               HORACE and IGNOBEL sit at computers with all manner of gauges
               for the system around them. On a larger screen, the layout of
               the Methane Storage is displayed tracking power distribution.

                                   ILIA (CONT'D)
                         This is Horace and Ignobel. They're
                         on rotation for methane control. We
                         harvest our own waste for it's
                         methane gases and us it as heating
                         source. This is going to be the
                         first station you train in.

                                   CAMERON
                         Nothings run by robots anymore?

                                   ILIA
                         If everyone on the Outside let
                         robots do all the work we'd just
                         end up right back where we were
                         when the war started. I leave you
                         in good hands.

               Cameron nods and Ilia leaves. Cameron sits down to begin his
               instruction. He stares at the screen while Ignobel and Horace
               stare at him. Cameron looks back, catching them in the act.

                                   CAMERON
                         Can I help you?

                                   HORACE
                         You're a lot older than the other
                         ones?

                                   CAMERON
                         Fantastic.

                                                                CUT TO:



               INT. HALLWAY - THE FACILITY - DAY

               Cameron exits Main Control, having finished his first day of
               work. He looks both ways down the hall.

                                   CAMERON
                         Now, where the hell are my
                         quarters?

               Cameron turn his head back the opposite direction and Paul
               appears before him.

                                   CAMERON (CONT'D)
                         Whoa. You startled me. Wait... do I
                         know you?

                                   PAUL
                         I hope so. It feels like it's been
                         a long time Cam. You look... kind
                         of different...

                                   CAMERON
                         Paul?

                                   PAUL
                         Different out here, isn't it?
                         Unreal, really. I guess a hundred
                         and fifty years in a lie will do
                         that to you.

               Cameron approaches Paul, studying his face. Is this the child
               he lead to safety?

                                   PAUL (CONT'D)
                         It's me, Cam. It's me. 

               Cameron smiles and embraces his friend, half in tears. 

                                   CAMERON
                         I thought I'd never see any of you
                         ever again.

                                   PAUL
                         It's OK, Cam. It's OK.

                                                                CUT TO:



               INT. FACILITY HALLWAY - CONTINUOUS

               Paul leads Cameron down the corridor.

                                   PAUL
                         I've been out for about three
                         months now. I was the first of all
                         of us. They told me the last guy
                         just sort of fell apart. 

                                   CAMERON
                         Fell apart?

                                   PAUL
                         Like his body just shut down. You
                         look around at these people?
                         They're not exactly the picture of
                         health. Smaller, weaker than us. 

                                   CAMERON
                         How old was he?

                                   PAUL
                         Forty-five.

                                   CAMERON
                         That seems a little young.

                                   PAUL
                         You're telling me. People don't
                         last very long out here Cam. Their
                         life spans are way shorter than
                         they should be. There's got to be
                         something wrong otherwise people
                         wouldn't be dying.  

                                   CAMERON
                         There's more people dying?

                                   PAUL
                         More than they want us to realize.

               Paul stops and makes sure the coast is clear. He then squats
               down and removes a vent cover. 

                                   PAUL (CONT'D)
                         After you.

               Cameron crawls in, Paul following close behind replacing the
               cover.



               INT. JUNCTION TUBE - THE FACILITY - CONTINUOUS

               Cameron crawls through and comes out into an open area where
               others from the Inside wait. Karim waits as does NETA, SARAH,
               and IAN, all in their twenties. 

                                   NETA
                             (approaching Cameron)
                         This him??

                                   PAUL
                         Yeah, Neta. This is him. Cameron,
                         this is Neta and Ian. They're from
                         pods 24 and 53. I think you all
                         ready know Karim. And over in the
                         back, is Sarah. You remember her?

               Cameron looks over at Sarah and in his minds eye, we flash to
               the young version of Sarah, dancing around a campfire.
               Cameron shakes his head, "No."

                                   IAN
                         He looks smaller than I was
                         expecting. You made him sound so
                         big?

                                   PAUL
                         I was six on the inside guys. He
                         looked like a giant to me.

                                   SARAH
                         How's he supposed to help us get
                         out?

                                   CAMERON
                         Get out?

                                   KARIM
                         We all want to leave, Cam.

                                   IAN
                         The filth of this place, the metal
                         walls, staring at computer screens
                         all day. It's not human.

                                   NETA
                         We need to get out of here. We
                         can't take it anymore. It feels
                         like I'm tied to a stone at the
                         bottom of a lake.

                                   IAN
                         I thought you said this guy was
                         going to help us? I thought you
                         said he was gong to get us out of
                         here? I THOUGHT THIS WAS ALL PART
                         OF A BIG PLAN, PAUL!

                                   PAUL
                         Calm down Ian! He will Ian, he
                         will.

                                   CAMERON
                         Get you out of here?

                                   PAUL
                         A hundred and fifty years in open
                         country, living off the land, free
                         to wander the country side as we
                         please. And now to be caged like
                         some kind of animal.

                                   KARIM
                         We can't live like this much
                         longer, Cam. I'm a stones throw
                         from clawing at the walls. 

                                   IAN
                         You have to talk to Ilia. You have
                         to. 

                                   PAUL
                         You see how weak and frail these
                         people are. We can't stay in this
                         place much longer. Not without
                         turning into one of them. 

                                   KARIM
                         They're suffering Vitamin D
                         definiency.
                         The lights aren't enough anymore.
                         They need natural sunlight. 

                                   CAMERON
                         But it's not safe outside. Ilia
                         told me. 

                                   PAUL
                         You really trust that woman over
                         me. Let me show you something.

               Paul leads Cameron away. As he does, Cameron looks over and
               eyes Sarah who has remained eerily quiet the whole time.

                                                                CUT TO:



               INT. FACILITY GATE - THE FACILITY - CONTINUOUS

               Paul and Cameron stand in front of a giant door with a
               control panel next to it. 

                                   CAMERON
                         What's this?

                                   PAUL
                         This, is the way out. Two foot
                         solid metal. No idea how much the
                         thing weighs. Only way to open it
                         is through that panel. This door is
                         set on a timer that won't open it
                         for another fifty years.

                                   CAMERON
                         And you haven't tried to hot-wire
                         it?

                                   PAUL
                         I can't even begin to guess how.
                         And even if I knew, I get this
                         wrong, we're locked in forever.
                         It's solid rock around everything
                         else.

                                   CAMERON
                         What about the glass in the
                         arboretum?

                                   PAUL
                         It's not glass. It's one foot thick
                         transparent titanium. There's
                         nothing in this place that can cut
                         through anything like that. I've
                         looked. We need to convince Ilia.
                         She's their leader. No one will
                         touch it without her say so.

                                   CAMERON
                         And what makes you think I can
                         convince her?

                                   PAUL
                         She's family, Cam. She's your
                         family. An family do for one
                         another, right?

                                                                CUT TO:



               INT. CAMPFIRE - INSIDE - NIGHT

               The people of the village dance to the band around a campfire
               in a clearing between the field and the barn. Food is being
               cooked and everyone is in great spirits. Cameron walks around
               the different groups, checking in with everyone to see that
               they are having a good time.

                                   CAMERON
                             (sitting down next to
                              Jane, a plate of food in
                              his hand)
                         Things seem to be going well. This
                         maybe be our best fall festival in
                         years.

                                   JANE
                         What do you have for me?

                                   CAMERON
                         Corn bread, steamed okra, beans,
                         and if you're very good there might
                         be some cobbler for desert. 

                                   JANE
                         You spoil me.

               Paul ambles around the edge of the group, eyeing one of the
               girls, SARAH, as she dances. His eyes trace her body as she
               dances beautifully to the bands music. His eyes drift from
               her to Cameron and Jane in their intimate embrace. Jealousy
               is clear across his face.

                                   CAMERON (V.O.)
                         We've had an amazing season,
                         haven't we everyone?

                                                                CUT TO:



               INT. CAMPFIRE - INSIDE - LATER

               Cameron stands in front of the gathering on the stage where
               the band has been playing.

                                   CAMERON
                         You've finished planting a week
                         ahead of schedule. The grain silo
                         has been repaired and we are
                         prepped for the winter in time to
                         make this amazing fall festival.
                         It's been a hundred fifty and
                         years, and we're still here. Fifty
                         more is all we need. Fifty more and
                         we return to reality, prepared and
                         ready for whatever is thrown at us.
                         You are amazing people and I thank
                         all of you. Have a great time
                         everyone!

               Everyone applauds, save Paul who stares blankly. Cameron
               picks up a violin and joins the band in the dance music
               again. Paul approaches Sarah, tapping her on her side because
               he can't reach her shoulder. Sarah turns around, looking down
               at Paul.

                                   PAUL
                         Sarah. I'd be honored if you would
                         dance with me.

                                   SARAH
                             (smiling uncomfortably)
                         Uh, sure.

               Paul leads Sarah to the dance area. He holds her awkwardly as
               she towers over him. At nearly a foot taller than him, she
               looks around awkwardly as he stares up at her face.

                                   PAUL
                         You are very beautiful.

               An awkward smile is Sarah's only response.

               Jane ambles around the outside of the dance circle, taking
               special interest in Paul and Sarah.

                                   PAUL (CONT'D)
                         If you're open to it, some time I
                         would like to take you on a picnic
                         in the woods.

               Sarah stops dancing.

                                   SARAH
                         Paul, I don't want to give you the
                         wrong idea, and I thought you'd
                         would have gotten this by now, but
                         I'm not really interested in you in
                         that way.

                                   PAUL
                         But I thought...

                                   SARAH
                         You're a very nice boy, and I
                         appreciate your friendship but
                         I'm...

                                   PAUL
                         I'm not a boy. I'm a hundred and
                         fifty six years old.

                                   SARAH
                         I just meant you're, well, too...
                         small for me...

                                   PAUL
                         How is that?

                                   SARAH
                         Uh... in... I mean I'm sure
                         everything works fine, but I'm
                         pretty sure it's no where near big
                         enough.

               From a distance Jane sees the trouble brewing as Paul's face
               turns red from anger and embarrassment.

                                   JANE
                         Anyone mind if I cut in?

                                   PAUL
                         Yes, I do. I may be in the body of
                         a child, but I'm adult enough to
                         know when I'm being patronized. 

               Paul storms off, with Jane in hot pursuit.

                                   JANE
                         Paul... Paul.... PAUL.

               Jane catches him a short distance from the campfire.

                                   JANE (CONT'D)
                         I know what's bothering you!

               Paul stops dead in his tracks.

                                   JANE (CONT'D)
                         I know how bad you want to connect
                         with someone.

                                   PAUL
                         Do you.

                                   JANE
                         I do.

               Jane squats down to speak to Paul.

                                   JANE (CONT'D)
                         Before Cam, I thought I'd die of
                         loneliness in here. Eventually we
                         came together, It only took seventy
                         five years, but it happened. It'll
                         happen for you too. You just can't
                         let your size get in the way.

               Paul shoves her, knocking her off balance onto her back.

                                   PAUL
                             (leaning over her)
                         Next person to mention my size
                         doesn't get off so easily. 

               Paul turns and walks away.

               Jane returns to the circle and sits down with Cameron. She
               cuddles up tight next to him. In the distance she can see
               Paul's figure fading into the black as he heads out to the
               woods.

                                   SPENCER (V.O.)
                         You've dreamed of the outside
                         world. You can see it in your minds
                         eye!

                                                                CUT TO:



               INT. DINING HALL - THE FACILITY - NIGHT

               Spencer stands atop a bench in the dining hall, drumming up
               support from the a large group of other Outsiders who are
               cheering him on.

               Ilia stands at the back by the entrance, watching the goings
               on. Cameron appears next to her. (As they speak, Spencer
               continues to talk in the background.)

                                   CAMERON
                         This a usual event around here?

                                   ILIA
                         More and more. Everybody wants out.
                         They don't know why, but they want
                         it. Been brewing something fierce
                         as of late.

                                   CAMERON
                         And you don't want it.

                                   ILIA
                         I want it. I want it like everyone
                         else. But it doesn't make sense to.
                         We're better off in here.

                                   CAMERON
                         You really think that?

                                   ILIA
                         This isn't just a facility to house
                         us, it's terraforming the planet.
                         That wasteland you remember is
                         getting transformed into
                         rejuvenated planet as we speak.
                         There are unpredictable cataclysmic
                         weather shifts going on outside.
                         Shifts that people who have spent
                         their entire lives inside a box
                         wouldn't be able to handle. We
                         still have fifty years left on the
                         timer. The safest bet for us and
                         the entire human race is to wait.

                                   CAMERON
                         Even if that means you never get to
                         see the true Outside?

                                   ILIA
                         Can't miss a place you've never
                         been. 

                                   SPENCER
                             (pointing at Ilia)
                         And she would have to spend your
                         whole life trapped inside this
                         coffin. While the real world has
                         healed outside, she would leave you
                         to miss the opportunity to venture
                         into the Outside and make your own
                         life.

               This really gets the crowd fired up. 

                                   SPENCER (CONT'D)
                         What do you have to say for
                         yourself Ilia?

                                   ILIA
                         What would you have me say Spencer?

                                   SPENCER 
                         Tell these kind people why you keep
                         them here, chained to people who do
                         not know what they miss.

                                   ILIA
                         And do what with them Spencer? Let
                         them die. Because that's what would
                         happen if we left. They would all
                         die.

                                   SPENCER
                         Not if we woke them up.

                                   ILIA
                         To what? Say you're wrong. What
                         happens if we open that door, the
                         world is not what you expect it to
                         be and we can't close it? We
                         haven't heard from any of the other
                         stations in years. We have no idea
                         what happened to them. They might
                         have tried exactly what you're
                         suggesting and been wiped out.

                                   SPENCER
                         You're feeding on everyone's fears.

                                   ILIA
                         And how fearful do you think the
                         10,000 sleeping Insiders will be
                         when they wake up? They're scared
                         like children.

                                   CAMERON
                         That's not entirely true. 

               Everyone's attention turns to Cameron.

                                   CAMERON (CONT'D)
                         They want out, just as much as
                         these people.

                                   ILIA
                         And how do you know that?

                                   CAMERON
                         They told me. 

               We can see in Ilia's that this is not a response she was
               expecting from Cameron. 

               BUZZ. A whirring light and a buzzer go off in the dining
               hall. 

                                   CAMERON (CONT'D)
                         What the hell is that?

                                   ILIA
                         Everyone to their stations! Now!

               People scatter, running to their assigned stations.

                                   ILIA (CONT'D)
                         Come on.

                                                                CUT TO:



               INT. HALLWAY - THE FACILITY - CONTINUOUS

               Ilia and Cameron run down the hallway. Ilia holds a radio in
               her hand. 

                                   ILIA
                             (Into the radio)
                         Report!

                                   RADIO VOICE
                         We've got a problem in methane
                         storage.



               INT. MAIN CONTROL - THE FACILITY - CONTINUOUS

               Ilia and Cameron enter. Horace is clicking around on his
               computer screen, trying to search out the problem. 

                                   ILIA
                         What's wrong?

               Ignobel grabs a nearby phone and dials down. 

                                   HORACE
                         We're showing a backup in the
                         pressure system.

                                   ILIA
                         Switch control to this station.

                                   HORACE
                         I can't! I'm locked out. We're
                         going to need a manual release.

                                   ILIA
                         How long to do we have?

                                   HORACE
                         At the rate the pressure is
                         building, I'd say we've got about
                         ten minutes before the facility
                         goes down. 

                                   IGNOBEL
                         I can't raise anyone down there. No
                         ones' picking up.

                                   ILIA
                         Who's scheduled to be down there
                         right now?

                                   IGNOBEL
                         Hendricks. 

                                   ILIA
                         Bring up the feed on camera twenty
                         six.

               Horace hits a few key strokes and the video feed of Methane
               Storage pops up. The body of HENDRICKS can be seen lying on
               the ground. He's bloodied, but moving.

                                   IGNOBEL
                         Oliver's on the line down in
                         container storage.

               Ignobel holds out the phone for Ilia who hesitates to take
               it. Too many bad things are happening at once. Cameron takes
               the phone.

                                   CAMERON
                         Report.

                                   OLIVER (V.O.)
                         It's Oliver down in container
                         storage.

                                   CAMERON
                         Yes. Oliver. Go ahead.

                                                                CUT TO:



               INT. CONTAINER ROOM - THE FACILITY - CONTINUOUS

               Oliver watches over the vast room as lights flicker and the
               Insiders in the containers are convulsing. 

                                   OLIVER
                         Everyone in the containers are
                         shaking like their being
                         electrocuted. And their vitals are
                         tweaking in a way I've never seen.
                         What do I?

                                                                CUT TO:



               INT. MAIN CONTROL - THE FACILITY - CONTINUOUS

               Same as before.

                                   CAMERON
                         He says everyone is convulsing. Are
                         they having seizures?

                                   ILIA
                         Probably. If they're coming out of
                         the construct improperly cause of
                         the power drain, it might.

                                   CAMERON
                         It might?

                                   ILIA
                         I don't know! This has never
                         happened before. Not in the entire
                         history of...

                                   CAMERON
                         Then tell them what to do.

               Ilia is frozen for a moment. Cameron steps closer to her and
               whispers in her ear. Ilia takes a deep breath and then takes
               the phone from Cameron.

                                   ILIA
                             (Into phone)
                         Oliver, I want you to grab as much
                         of the shine from the granery as
                         you. 

                                   OLIVER (V.O.)
                         The shine?

                                   ILIA
                         Do it now! I'll be there shortly.

               Ilia hangs up the phone.

                                   ILIA (CONT'D)
                         Ignobel, call Sage. Tell him to
                         meet Horace and Cameron down in
                         storage with a med kit. I'm heading
                         to the container room to help
                         Oliver. And keep trying to reroute
                         control. 

               Ilia takes off running out of the room, followed quickly
               Cameron and Horace.

                                                                CUT TO:



               INT. HALLWAY - THE FACILITY - CONTINUOUS

               Ilia splits off from Cameron and Horace as they each tear
               down different hallways, yelling at people to get out of the
               way.

                                                                CUT TO:



               INT. METHANE STORAGE - THE FACILITY - CONTINUOUS

               Horace leads Cameron in through another hatch. The ALARM and
               WHIRLING LIGHTS fill the space. The room looks like a
               brewery, with large tanks used to hold the methane gas. At
               the end of the rows they see the body of Hendricks lying on
               the ground not moving.

                                   HORACE
                         You go check on him. I'll handle
                         this.

               Horace runs over to a station to manage the pressure. 

               Cameron runs to Hendricks side. He checks for breathing,
               which has stopped.
               He then checks for a pulse which is absent. He immediately
               begins rescue compressions. The alarm bells cease sounding.

                                   CAMERON
                         Thanks for small miracles. Horace,
                         I need your help over here.

               Horace's attempts to shut the system off are not working.

                                   HORACE
                         And I need you over here now. 

                                   CAMERON
                         What do I do with him? His heart
                         has stopped. 

                                   HORACE
                         I need you NOW Grandpa. 

               Cameron's reluctantly leaves Hendricks side to join Horace.

                                                                CUT TO:



               INT. CONTAINER ROOM - THE FACILITY - CONTINUOUS

               Ilia runs into the room. Oliver is pushing a cart with jars
               filled with a clear liquid into the room.

                                   OLIVER
                         You sure this is going to work. 

                                   ILIA
                         No idea. But it's the only way to
                         get to them all at once. Come on!

               Ilia and Oliver push the cart of our frame.

                                                                CUT TO:



               INT. METHANE STORAGE - THE FACILITY

               Same as before.

                                   CAMERON
                         What do you need me to do?

                                   HORACE
                         The green valve at the top of the
                         ladders on the tanks, I need you to
                         loosen them. 

                                   CAMERON
                         Which ones?

                                   HORACE
                         You take the ones on the left. I'll
                         take the ones on the right.

               Cameron and Horace tear off up the ladders, running along the
               catwalk twisting the manual valves. Sage arrives with a med
               kit, seeing Hendricks and running to his side.

                                   SAGE
                         What the hell's going on!

                                                                CUT TO:



               INT. CONTAINER ROOM - THE FACILITY

               Ilia and oliver have reached their destination. It's a large
               bin labeled "FOOD INTAKE". It's the size of a dumpster. They
               pour the jars into the tank that has food particle scraps all
               around it. They then close the lid and hits a large red
               button next to it. It fires up with a jolt. 

                                                                CUT TO:



               INT. METHANE STORAGE - THE FACILITY

               Same as before. Cameron and Horace race along shutting off
               valves. 

                                   HORACE
                             (into his radio)
                         How we doing Ignobel?

                                   IGNOBEL
                             (through radio)
                         That's good. Get the last tanks and
                         that should stop the chain
                         reaction.

               The two twist the valves as fast as possible, like out of
               control merry go-rounds. Sage performs CPR on Hendricks like
               a mad man.

               Cameron and Horace get the last of the valves. The whirring
               red lights are replaced with a simple green light indicating
               that normal pressure has been returned.

               The two sit down and catch their breath. Cameron rolls over
               and grabs the radio from Horace.

                                   CAMERON
                             (into radio)
                         Ilia? You good? Is Jane all right?

                                                                CUT TO:



               INT. CONTAINER ROOM - THE FACILITY - CONTINUOUS

               We look at Jane's face, which is as serene as a Hindu cow. We
               pan up to see Ilia and Oliver sipping from a little jar that
               they missed in their mad dash.

                                   ILIA
                             (into radio)
                         Oh yeah. We're good.

                                                                CUT TO:



               INT. METHANE STORAGE - THE FACILITY - CONTINUOUS

               Same as before. 

                                   ILIA (V.O.)
                         We're real good. 

               Cameron breaths a sigh of relief, only to have it replaced
               with the methodical sounds of Sage still trying to save
               Hendricks life with CPR.

                                                                CUT TO:



               INT. METHANE CONTROL - THE FACILITY - LATER

               Ilia, Sage, Cameron  and Horace stand over Hendricks body.  

                                   ILIA
                         This is not good. What do you think
                         happened?

               As Sage speaks, Cameron walks over and picks up the valve
               from the container. He examines it. 

                                   SAGE
                         If I was to hazard a guess? The
                         burst valve over there looks like
                         it hit him in the chest, knocking
                         him of the catwalk. Probably died
                         on impact. How is everything back
                         in container storage?

               As Sage and Ilia discuss, Cameron bends down to inspect the
               body a little closer. He inspects the head wound, the arms,
               and the fingers. He finds flesh under the finger nails and a
               little blood. 

                                   ILIA
                         We used all the moonshine we had in
                         storage. Put everyone into nice
                         mellow state. Helped them ride out
                         the shock for the most part. We
                         still lost some.

                                   SAGE
                         Captain? There something you care
                         to add?

               We see Camerons mind flash to a forest on the Inside. He's
               surrounded by animal carcasses flayed against trees.

                                   CAMERON
                         No. No. Nothing. Is everyone all
                         right in Container Storage?

                                   ILIA
                         We lost a pod. That's a hundred and
                         fifty people. Dead, cause of some
                         kind of seizure we've never dealt
                         with before.

                                   CAMERON
                         Was it... was it Janes... I mean...

                                   ILIA
                         No, Captain. No. You're wife is
                         fine. 

                                   CAMERON
                         I'd like to see her.

                                   ILIA
                         Of course. Horace, will you show
                         the Captain...

                                   CAMERON
                         I think I can find it myself.

               Cameron turns away to exit. As he's walking away, we hear the
               following:

                                   HORACE
                         That's five. I don't know how we'll
                         keep this place running without
                         pulling someone else out.

                                   SAGE
                         How are we supposed to pull out
                         anymore if people are going to keep
                         dying like this? 



               INT. CONTAINER ROOM - THE FACILITY - LATER

               As Cameron enters the container room, stepping onto the
               puddled floor, Outsiders drag the corpses of those died to
               wheel barrows. Oliver is mopping up. Cameron surveys the
               devesation.

                                   CAMERON
                         What are you going to do with all
                         of them?

                                   OLIVER
                         What we do with everyone when they
                         die. Grind them up and feed them to
                         the fish.

                                   CAMERON
                         You can't be serious.

                                   OLIVER
                         Yeah. Why? What did you used to do
                         with people?

                                   CAMERON
                         Depends. Some people would be
                         cremated. Others, embalmed before
                         being put into caskets and buried.

                                   OLIVER
                         In what?

                                   CAMERON
                         The ground.

                                   OLIVER
                         Seems like an awful waste of
                         resources.

               Cameron looks over and sees Paul and Sarah standing in front
               of Jane's container. Sarah's eyes meet with Camerons and she
               walks off quickly, averting his gaze. Cameron walks over to
               stand next to Paul.

                                   CAMERON
                         What are you doing here?

                                   PAUL
                         Same as you. Checking in on
                         everyone.

                                   CAMERON
                         They fine?

                                   PAUL
                         What little I know about this
                         stuff, yeah, I think so.

                                   CAMERON
                         And Sarah? She okay?

                                   PAUL
                         Yeah. Sure. Why wouldn't she be?

                                   CAMERON
                         Seems a little.... withdrawn. Not
                         quite like I remember her.

                                   PAUL
                         So you remember her now?

                                   CAMERON
                         I'm getting there, yeah.

               Cameron looks as if he has been caught in a lie, which he
               has.

                                   CAMERON (CONT'D)
                         Mind if I get a minute alone with
                         her?

                                   PAUL
                         Sure. I'll just... go and check on
                         Sarah, then.

               Cameron watches as Paul heads for the exit.

                                   CAMERON (V.O.)
                         I just don't trust him anymore.

                                                                CUT TO:



               INT. CONTAINER ROOM - THE FACILITY - CONTINUOUS

               Cameron is now sitting on a chair in front of Jane's
               container.

                                   CAMERON
                         I know I should have probably felt
                         this way a long time ago... I don't
                         know... he's just.... I feel like
                         it's something I kind of knew a
                         long time ago, but never really
                         admitted to. Seeing him now and
                         everything that's going on. I feel
                         like it's all coming together. And
                         I'm going to have to do something
                         about it. I need to make sure that
                         you're safe. Saving humanity is all
                         well and good, but honestly, if I
                         ever lost you... I feel like I'd
                         just be.... broken....

                                                           DISSOLVE TO:



               EXT. OUTSKIRTS OF A SUBURB - PAST - DAY

               Cameron, Sergeant Stevens and their men stand on a hill
               overlooking the left overs a rundown suburb. Paul stands near
               them, watching and listening. 

               The suburb appears desolate and deserted. Grass grows up
               through the pavement. It's been abandoned for years. 

                                   SERGEANT STEVENS
                         You sure this is a good idea sir?

                                   CAMERON
                         Straightest route to our rendezvous
                         point. 

                                   SARGENT STEVENS
                         Yeah, but I thought we were trying
                         to avoid anything where we could be
                         ambushed?

                                   CAMERON
                         The town stretches off for lord
                         knows how long in either direction.
                         And we don't have that kind of
                         time. Air quality is dropping
                         everyday, pretty soon we'll start
                         losing some of these kids.

               The horse that was carrying all of their spoils suddenly
               takes a last GASP and falls over dead. Cameron and company
               glance over at the horse corpse then back at each other.

                                   CAMERON (CONT'D)
                         We need to get to the facility
                         ASAP. If someone has a better idea
                         I'm all ears?

               Everyone is silent.

                                                                CUT TO:



               EXT. SUBURB - THE PAST - CONTINUOUS

               The groups lead up the sides of the street. Moving
               cautiously, the groups scurry between buildings. They've
               collected a large number of people. Each group consists of
               fifteen people or more. Cameron leads his group, with Paul
               tagging along as always.

               A member of Cameron's group, which is bringing up the rear,
               falls faint. THREE REFUGEE GIRLS gather around her. One of
               them is Sarah from the Inside.

                                   CAMERON
                         What's wrong?

                                   REFUGEE #1
                         She can't breath.

                                   JANE
                         The air is too thin.

                                   SARAH
                         We're not going to leave her are
                         we?

               Cameron looks at Sarah, then at the faces of Jane and the
               Refugee girl, taking in their request. Is this girl that
               important?

                                   CAMERON
                         No one get's left.
                             (to Jane & Sarah)
                         You two are with me.
                             (to an Armed Refugee)
                         You, take the group, catch up with
                         the one ahead of us. Move quietly
                         and swiftly.

               The group heads off. Paul hangs back.

                                   CAMERON (CONT'D)
                         Paul. Go.

               Paul shakes his head. 

                                   JANE
                         What are you going to do?

                                   CAMERON
                         I'm going to see if I can find
                         anything in these houses that we
                         can use to make a stretcher. 
                             (hands them a whistle)
                         Blow on this if you have any
                         problems. Keep your eyes open.

               Cameron heads off toward a house. Paul follows.

                                                                CUT TO:



               INT. SUBURB HOUSE - THE PAST - CONTINUOUS

               Cameron sneaks his way in through the back door of the house.
               Light peaks in through the boarded up windows of the house.
               It's eerily well kept. The furniture looking worn but well
               maintained. He makes his way slowly through the house,
               circling corners. Cameron makes his way up the stairs to the
               second floor.

                                                                CUT TO:



               INT. SUBURB HOUSE - THE PAST - PAUL

               Paul has followed Cameron, sneaking in through a different
               smaller hole than Cameron did. He can't quite make it
               through, so he puts the gun he is carrying in first, then
               crawls in after it. He picks up his gun, meandering through
               the house.

                                                                CUT TO:



               INT. SUBURB HOUSE - THE PAST - CAMERON

               Cameron has made his way to a bedroom. He grabs a bedsheet
               from a made bed. 

                                                                CUT TO:



               INT. SUBURB HOUSE - THE PAST - PAUL

               Paul has found his way into the living room where an OLD
               WOMAN sits knitting. She has an oxygen tank sitting next to
               her.

                                   OLD WOMAN
                         Why hello son? Are you lost? Are
                         your parents here? It's been so
                         long since I've seen another soul.

               Paul raises his gun, pointing it at the Old Woman.

                                                                CUT TO:



               INT. SUBURB HOUSE - THE PAST - CAMERON

               BANG. BANG. Cameron hears the shots and runs downstairs. He
               finds Paul holding the gun, staring at the lady.

                                   CAMERON
                         Paul! God damn! What the fuck?

               Cameron takes deep breaths, thinking through the sitaution.

               Paul walks over to the body, poking at it.

                                   CAMERON (CONT'D)
                         Don't do that! Fuck.

               Paul then grabs the air mask and holds it up to show Cameron. 
               Cameron looks at the gauge on the tank. It's almost full.

                                   CAMERON (CONT'D)
                         You should have asked me first.

               Paul smiles wryly.

                                                                CUT TO:



               EXT. SUBURB - THE PAST - CONTINUOUS

               Cameron and Paul move quickly, wheeling the oxygen tank
               behind them. 

                                   JANE
                         I heard shots. Is everything ok?

                                   CAMERON
                         It's fine. 

                                   SARAH
                         Where's the stuff to make a
                         stretcher?

                                   CAMERON
                         We got something better.

               Cameron takes the mask and puts it over the Fainted Refugees
               face. He turns presses the button the mask that gives air. A
               few moments in and the girl wakes up. 

                                   CAMERON (CONT'D)
                         Get her up. Keep her going. Press
                         the button if she needs oxygen.
                         Lets move.

               Cameron starts to lead them away. Paul scurries behind.
               Cameron looks back at Paul. Paul's face is just blank.

                                                                CUT TO:



               INT. DINING HALL - THE FACILITY - DAY 

               Cameron has gotten his food and stands at the end of the line
               deciding where to sit. He scans the room and finds the usual
               group of Paul, Karim, Neta and Ian. Sarah is nowhere to be
               found. He heads over and sits with them.

                                   CAMERON
                         Is this seat taken?

               Paul looks up and shakes his head. Cameron sits down across
               from Paul.

                                   IAN
                         You speak to Ilia yet?

                                   CAMERON
                         Not yet. The latest death has her
                         rattled.

                                   PAUL
                         Yeah?

                                   CAMERON
                         Yeah. Seems to have been a lot of
                         them recently.

                                   KARIM
                         A lot? People are dropping like
                         flies around here.

                                   CAMERON
                         Yeah, that's her concern. 

                                   IAN
                         I don't see what that has to do
                         with ANYTHING.

               Ian disturbs other Insiders who were quietly eating.

                                   NETA
                         Ian, calm down. You're going to
                         spook everyone.

                                   IAN
                             (standing)
                         Spook who? These lemmings? All
                         marching toward the same cliff so
                         happy to save the human race? How
                         many people have to die before you
                         let us off this sinking ship, huh?
                         How many?!?!

               Cameron stands up as well.

                                   CAMERON
                         Ian, you need to calm down.

                                   IAN
                         You calm down! You were supposed to
                         be some big shot hero here to help
                         us get out! What the hell have you
                         done, huh? Nothing. NOTHING. 

                                   CAMERON
                             (reaching out to Ian)
                         Ian.

                                   IAN
                         No!

               Ian blocks Camerons hand, but Cameron bends it back and drops
               Ian's head to the table.

                                   CAMERON
                         You will calm down. These people
                         are scared enough and you're not
                         helping. What they need to know is
                         that they are safe.

                                   KARIM
                         So what are you suggesting Cam?

               Cameron takes his hands off of Ian and let's him sit back
               down.

                                   CAMERON
                         We train everyone. They all ready
                         know farming, basically, but what
                         they really need is to know how to
                         fight.

                                   PAUL
                         And you want to teach them?

                                   CAMERON
                         Yeah. Like we used to do on the
                         Inside. 

                                   PAUL
                         All right. When do we start?

                                                                CUT TO:



               INT. TRAINING ROOM - THE FACILITY - DAY

               Cameron stands in the middle of the ring with Sage, his two
               Security Guards and THREE OTHER MEN, the biggest that remain
               in the facility. Paul enters with Ian, Neta and Karim,
               stepping into the ring.

                                   PAUL
                         Hey. We ready to do this? You think
                         you guys are ready?

                                   CAMERON
                         I know, Paul.

                                   PAUL
                         Ha. Know. Know what?

               As Cameron explains the next part, we see images of what he
               describes.

                                   CAMERON
                         I know it was you that killed all
                         those people. That when Carter
                         first died of a heart attack they
                         randomly pulled someone from the
                         Inside. You. And then once you were
                         acclemated, you did what you did
                         before we entered the Inside. You
                         started killing. I talked to Ilia.
                         Chino was burned in a fire, Alex
                         was crushed when a support beam
                         gave way & Willis kind of just
                         died. They found him face down on
                         the ground in his quarters, a
                         needle coming out his arm.

                                   PAUL
                         Cam, this is a great speach, but
                         you can't be serious. Do you even
                         have any proof? What about Spencer?

                                   CAMERON
                         It's not gonna work Paul. I talked
                         to her. 

                                                                CUT TO:



               INT. SARAH'S QUARTERS - FACILITY - DAY

               Sarah sits on her bed, tight against the corner like a small
               animal that's been backed into the only protective place she
               can find. Cameron sits in a chair opposite her.

                                   SARAH
                         How did you know?

                                   CAMERON
                         A feeling. Your face. You can
                         hardly look at me. Like there's
                         something you want to tell me, but
                         don't think you can. 

                                   SARAH
                         No, I don't...

                                   CAMERON
                         I remember you from the Inside,
                         Sarah. You had a smile that would
                         light up a room. You loved to
                         dance. And I remember when we were
                         on the true Outside that you had
                         such a caring heart that when one
                         of the girls in our group seemed
                         like she wouldn't make it, you
                         wouldn't let me leave her behind.

                                   SARAH
                         I thought you didn't remember
                         anything.

                                   CAMERON
                         I've been out for just a few days,
                         Sarah. I needed to know what I'm
                         dealing with before I admitted to
                         anything. And I think you can help
                         me.

               Sarah shakes her head.

                                   CAMERON (CONT'D)
                         A lot of people have been hurt. A
                         lot more could get hurt.

               The next dialogue happens over silent visuals of Paul
               stalking Sarah, him cornering her at various times, ripping
               at her clothing, holding her with his hands, and raping her
               repeatedly.

                                   CAMERON (V.O.) (CONT'D)
                         And she told me Paul. She told me
                         how you stalked her. She told me
                         what you did to her. How you told
                         her if she told anyone you'd kill
                         her. And how you did it again and
                         again.

                                                                CUT TO:



               INT. TRAINING ROOM - THE FACILITY - DAY

               Same as before.

                                   CAMERON
                         Fairly easy to pull off since
                         everyone from the Inside seemed so
                         anti-social. 

               Paul's face smile suddenly seems to turn from a friendly mask
               to one of a more devilish quality.

                                   PAUL
                         She told you, did she?

                                   CAMERON
                         How could you?

                                   PAUL
                         Do I sense surprise in your voice?

                                   NETA
                         Paul? What's going on?

                                   CAMERON
                         I hoped a hundred and fifty years
                         of a simple, violence free
                         existence would have helped.

                                   PAUL
                         You'd have thought so, wouldn't
                         you? But it didn't. You can't run
                         from who you are, Cam. 

                                   IAN
                         What's he talking about Paul?

                                   PAUL
                         It's me. I killed those people.
                         That's what you're getting at,
                         isn't it Cam? 

                                   NETA
                         You... What?

                                   PAUL
                         Hiding it seems pointless and
                         honestly kinda less fun. Couldn't
                         really do it on the Inside. Not
                         with Sheriff Cameron on duty.
                         Didn't even really want to, never
                         felt as right.... But out here? Out
                         here, 'might makes right' Cam. And
                         with you in chase now? GOD, THE
                         RUSH! So what are you going to do
                         Cam, "arrest" me?

                                   CAMERON
                         That's the plan.

                                   PAUL
                         Oh good. This should be
                         interesting.

               Cameron attempts to grab Paul, but Paul shirks him off. A
               fight ensues between Cameron, Paul, Karim, Sage and the
               Security guards. Ian and Neta cower against the fence of the
               octagon, not sure what to do.

               Paul is faster and stronger than everyone, and while he has
               problems fighting Cameron, everyone else is simple. It isn't
               until Paul has dispatched with everyone else in the group
               that he finally is able to start to put serious pressure on
               Cameron.

               Cameron is more skillful, but Paul is just flat out younger.
               Cameron pulls out his collapsible baton. 

                                   PAUL (CONT'D)
                         You sure you want to do that?

                                   CAMERON
                         Absolutely.

               Cameron swings at Paul, who evades. Paul, whips out his own
               weapon: a blade fashioned from found parts in the facility.
               He swings at Cameron, who he slices open. A teasing slice,
               just to make him think twice.

                                   PAUL
                         Still sure you want to do that?

               Cameron swings wildly at Paul. Paul is obviously taking it
               easy on Cameron, evading and nipping at him, only barely
               making him bleed. 

                                   PAUL (CONT'D)
                         This has been fun.

               Paul cracks Cameron in the side of the head with the blunt
               handle of his make-shift machete.

                                   PAUL (CONT'D)
                         But I want this relationship to
                         last.

               We see through Cameron's eyes that he has lost his
               equilibrium. The world is shaking from side to side.

                                   PAUL (CONT'D)
                             (walking over to Sage)
                         For us though, Sage. I think we're
                         done.

               Paul slams the blade into Sage's chest. 

                                   PAUL (CONT'D)
                             (exhales with glee)
                         Like candy.

               Paul disappears, leaving half broken men in his wake. Neta
               and Ian stand catatonic. 

               Cameron crawls to a walkie talkie that fell off of Sages'
               belt in the fight.

                                   CAMERON
                             (into the walkie talkie)
                         Ilia.... Ilia....

               Cameron rolls turns his head and vomits, his lack of
               equilibrium shaking him so hard.

                                   ILIA 
                             (through walkie)
                         This is Ilia. Go ahead.

                                   CAMERON
                         It didn't work. He's... he's out...

                                                                CUT TO:



               INT. HALLWAY - THE FACILITY - CONTINUOUS

               Ilia is walking with Elisabeth down a hallway.

                                   CAMERON
                             (through walkie)
                         He's out. Lock it down. Lock it all
                         down.

               Ilia turns picks up Elisabeth and runs to the nearest hatch.
               She pushes a large button next to the door. SIRENS AND LIGHTS
               go off. She steps through the hatchway and closes the hatch
               tight behind them.

                                                                CUT TO:



               INT. ACROSS THE FACILITY - CONTINUOUS

               We cut to various areas of the facility of people scurrying
               to specified lock down areas for where they're at in the
               event of a problem. They close hatches, twist them shut and
               lock themselves in.

                                                                CUT TO:



               INT. HALLWAY - THE FACILITY - CONTINUOUS

               Cameron has gotten to his feet and is warbling his way down
               the hallway.  He slowly gains his footing and begins to jog
               and turn it into a run.

                                                                CUT TO:



               INT. SARAH'S QUARTERS - THE FACILITY - CONTINUOUS

               Cameron bursts through the doorway to see that Sarah's
               quarters are empty.

                                   CAMERON
                             (looking under her bed)
                         Sarah! Sarah, where are you?

               Cameron opens her closet to find her hiding behind what few
               clothes are hanging.

                                   CAMERON (CONT'D)
                         It's OK. It's OK. Just stay here.
                         Stay right here.

               Cameron quickly runs back and closes the hatch. He secures it
               in place the chair from the desk. 

                                                                CUT TO:



               INT. HALLWAY - THE FACILITY - CONTINUOUS

               Paul casually walks down the hallway with the swagger of man
               that thinks he's all ready won. Blood drips from his make
               shift sword. 

               He arrives at Sarah's hatch and tries to open it. The handles
               won't turn. He becomes frustrated and screams at the door.

                                   PAUL
                         CAMERON!!! YOU CAN'T KEEP HER FROM
                         ME CAMERON!!! SHE'S MINE!!!

                                                                CUT TO:



               INT. SARAH'S QUARTERS - THE FACILITY - CONTINUOUS

               Cameron uses his body to aid the chair in its attempts to
               keep Paul out. Cameron is visibly shaken, muttering under his
               breath both curses and prayers. The muffled cries of Paul and
               his pounding can be heard.

                                                                CUT TO:



               INT. HALLWAY - THE FACILITY - LATER

               The sirens have faded. The whirring light is all that
               remains. The facility is quiet like a coffin. 

               Cameron opens Sarah's hatch into the hallway, his baton at
               the ready. Paul is gone. Disappeared into the shadows.
               Cameron breaths a sigh of relief for a moment before he looks
               up and sees "MORE WILL DIE" scrawled across the wall in
               Sage's blood. 



               INT. TRAINING ROOM - THE FACILITY - DAY

               Ilia crouch's down next to the dead Sage. His eyes still wide
               from the fight. She stares at them with a mournful voice,
               light shedding tears but not weeping. Spencer and Cameron
               argue as Karim quietly watches.

                                   SPENCER
                         This is the most compelling reason
                         we can have to leave. 

                                   CAMERON
                         We can't leave.

                                   SPENCER
                         You suggest leaving us in here with
                         a killer?

                                   CAMERON
                         You think everyone here can survive
                         in the real Outside? You'd be dead
                         in a day without proper training.

                                   ILIA
                         We need a better plan than simply
                         thrusting our population out into
                         the real world.

                                   CAMERON
                         And that wouldn't solve the fact
                         that Paul is still out there. He's
                         trained to track. He's trained to
                         hunt. And in case you missed it
                         he's all ready killed. 

                                   SPENCER
                         And who's fault is that, Captain?

                                   CAMERON
                         We need a game changer. 

                                   ILIA
                         "Game changer"?

                                   CAMERON
                         We need some guns. Right now, he's
                         got the element of surprise and
                         strength. If we had better
                         weapons...

                                   SPENCER
                         There are no guns, Captain. There
                         hasn't been a "gun" in existence
                         for over a hundred years. The last
                         ones were melted down years ago. 

                                   CAMERON
                         What? Why?

                                   SPENCER
                         No wars left to fight. No gun
                         powder left to mine. Seemed of
                         little purpose to have any. What
                         now captain?

                                   CAMERON
                         In here we have a shot at taking
                         him down. This is a contained
                         space. We let him out, forget the
                         severe terraforming weather
                         changes, he has an entire planet to
                         hide on.

                                   ILIA
                             (still kneeling and
                              looking at Sage)
                         Then what do you suggest Captain?

                                   CAMERON
                         We centralize everyone to a place
                         we can lock down. Somewhere with a
                         lock pad that he can't get through.
                         We move everyone to the dining
                         hall, lock them down and track him.

                                   KARIM
                         You think grouping everyone
                         together is safer? Doesn't that
                         just make us easier targets?

                                   SPENCER
                         And how do you propose we track
                         him? This isn't the true Outside,
                         Captain. You don't have a wolf pack
                         or whatever you used to use to
                         track people down. And he's got
                         months more experience crawling
                         around the insides of this facility
                         than you do.

                                   CAMERON
                         There's safety in numbers and
                         that's why I'll be needing the most
                         experienced fighters we have coming
                         with me. 

                                   SPENCER
                         Who is that? Our two remaining
                         security guards who were beaten
                         last time? And what if something
                         goes wrong in our system? We can't
                         monitor anything if we aren't at
                         our stations.

                                   CAMERON
                         I've tracked him before. I'll track
                         him again. And leaving any non
                         critical stations is better than
                         trying to have everyone in multiple
                         locations. He won't kill anyone in
                         a vital area. He wants to live just
                         as much as the rest of us. This
                         will work.

                                   SPENCER
                         Like your last plan?

                                   CAMERON
                         Last time we weren't properly
                         armed. And if enough people are
                         willing to fight we can overwhelm
                         him. If anyone's got better
                         suggestions, I'm open to them.

                                   SPENCER
                         Listen...

                                   ILIA
                         NO. We'll do it.

                                   SPENCER
                         Ilia.

                                   ILIA
                         The captain has more experience
                         with this sort of thing. I have
                         complete faith in him. And so did
                         Sage.

               Ilia closes Sage's eyes. 

                                   ILIA (CONT'D)
                         First, we honor Sage. Then... then
                         we hunt.



               INT. DINING HALL - THE FACILITY - NIGHT

               The hall is filled with everyone from the facility. Sage is
               carried in on a stretcher, his arms crossed peacefully. His
               body looks pale and lifeless. As Sage's body passes, people
               reach to touch Sage and have one last moment with him. 

               Cameron stands at the back of the hall, a grim look on his
               face. He holds his violin at his side. Karim appears beside
               him, looking out over the crowd.

                                   KARIM
                         I thought you were going to play
                         for him?

                                   CAMERON
                         I don't know what I'm doing, Karim.
                         Hunting him down in here. He's got
                         greater advantage over me than
                         anyone army I ever faced. When we
                         cornered him in the training room,
                         I was filled with rage... with
                         certainty... but now I'm....

                                   KARIM
                         Filled with fear?

                                   CAMERON
                         And regret. I should have seen this
                         coming soon. And I don't want to
                         kill someone I look on as a son.

                                   KARIM
                         And then what would you have done
                         Cam? Left him out here? Killed a
                         kid? You you're not that kind of
                         person Cameron.

               Karim brushes her hand over up Cameron's arm. He shirks her
               away.

                                   CAMERON
                         You picked an odd time to be so
                         affectionate.

                                   KARIM
                         We could be dead tomorrow Cam.
                         Carpe diem, right?
                         And you never exactly came off as
                         the monogomist type, or are you
                         still unclear as to the fact one of
                         your descendants is running this
                         place?

                                   CAMERON
                         How did you end up on the Inside,
                         anyway? I thought they only put
                         young girls. One's that would be a
                         "breeding" age when they came out.

                                   KARIM
                         I'm sterile. Or infertile. Whatever
                         you want to call it. Which means I
                         pulled the short straw to be one of
                         the leaders on the Inside. Don't
                         give me a that face. Had I had
                         kids, I would have been stuck out
                         here with the rest of your progeny. 
                         Like your great-great-whatever the
                         fuck great grand daughter you got
                         rolling around here. Getting weak
                         as opposed to enjoying the changing
                         seasons on the Inside.

               Ilia enters between the two.

                                   ILIA
                         Weakeness is all in the mind, right
                         Captain? If you think you can do a
                         thing or think you can't do a
                         thing, you're right.

                                   CAMERON
                         What?

                                   ILIA
                         I have faith in you, Captain. This
                         is a man you know. A man you have
                         known for a long time. You'll
                         deliver us from this evil. Even if
                         we are merely, weak and sickly
                         creatures.

               Ilia gives Karim a dirty look before heading over to join the
               procession.

                                   KARIM
                         She's seems to have become serenely
                         confident.

                                   CAMERON
                         Tends to come over you when you
                         know your purpose is clear. He's
                         bigger, stronger, and faster than
                         me.

                                   KARIM
                         And still very much a boy. Men
                         always beat boys. You just need to
                         figure out how.  

               Karim kisses Cameron on the cheek, then exits the dining
               hall. Cameron looks out over the congregation and we follow
               his mind back to the past.



               EXT. BARN - INSIDE - DAY

               We see Paul's face. Then we see a punch land on Paul's face.
               He's in a match against LUKE, who is bigger and stronger than
               him. Several other children are watching, cheering them on.
               Cameron officiates. 

               Paul attempts to out maneuver the Luke, but is thwarted time
               and again. 

                                   LUKE
                         Come on Paul. Is that all you got?
                         Or is the little man tired and need
                         a time out?

               Paul becomes enraged, attacking head on. He jumps up on Luke
               and smashes his head in to the others, dropping him
               instantly. Paul WAILS on the boys face. 

               Cameron runs over and separates the two, picking Paul up with
               one hand.

                                   CAMERONS
                         That's enough!

               Luke is bloodied as he lies on the ground grabbing at his
               face.

                                   CAMERON
                         You OK?

               Cameron looks up at Paul, who is wandering off away from the
               match.

                                                                CUT TO:



               EXT. FIELD - INSIDE - CONTINUOUS

               Cameron catch's up to Paul, who is passing through a field
               for the hills.

                                   CAMERON
                         What the hell was that Paul? Paul,
                         I'm talking to you.

                                   PAUL
                         WHAT?

               Paul has the eyes of rage that Cameron remembers from the gas
               station the first day they met. 

                                   CAMERON
                         These fights are for training and
                         entertainment. Not to beat one of
                         your own half to death. What's
                         going on with you? I thought we
                         were past this kind of crap.

                                   PAUL
                             (agitated)
                         What do you mean?

                                   CAMERON
                         You beat Luke so hard it'll be
                         weeks before he can work again.
                         You've seemed agitated and
                         distracted for weeks. Jane...

                                   PAUL
                         Fucking Jane. What's her problem
                         now?

                                   CAMERON
                         HEY! That's my wife you're talking
                         about and you will hold a civil
                         tongue when you talk about her. Now
                         what is bothering you?

                                   PAUL
                         You know how hard it is here Cam?
                         Being the smallest and the weakest?

                                   CAMERON
                         I think you just proved you're not
                         the weakest. And you're not going
                         to be like this forever Paul.

                                   PAUL
                         I'm not? I'm a hundred and fifty
                         six years old. A hundred and fifty
                         six! Did you know how long I have
                         tried to flirt with the girls the
                         way you used to? They just laugh.
                         No one wants to be with someone
                         who's penis is the size of pea pod.

                                   CAMERON
                         This is a sex thing? Are you
                         kidding me?

                                   PAUL
                         No, Cam, it's not.... You don't get
                         it. No one gets it. I can't breath
                         in here, Cameron! I need a release!
                         This isn't where I'm supposed to
                         be!

                                   CAMERON
                         Where else would you be?

               Paul turns toward the woods and runs. Cameron chases after
               him.

                                                                CUT TO:



               INT. DINING HALL - THE FACILITY - DAY

               Same as before. 

               Cameron takes his violin and puts the butt to his chin and
               begins to play. His music fills the room with a somber tune.
               Cameron's music carries over into the next scenes.

                                                                CUT TO:



               INT. GEOTHERMAL TUNNELS - THE FACILITY - CONTINUOUS

               Paul calmly walks through the steamy tunnels, pulling a
               plastic bin on wheels filled with what looks like propane
               bottles. He whistles as he works, his tune mixing perfectly
               with what Cameron is playing into a melodic dirge. 



               EXT. FIELD - INSIDE - CONTINUOUS

               Cameron chasing Paul after the fight. He follows him up the
               sloping hillside into the forest. They whip past trees as
               Cameron gets closer to Paul.



               INT. GEOTHERMAL TUNNELS - THE FACILITY - CONTINUOUS

               Paul bends over and plucks one of the containers from the
               bin. He find a place at an opening of a junction and slides
               the cannister into an open space. He then takes a thin wire
               from it and strings it across the opening, setting a trap. 



               INT. METAL WORKSHOPS - THE FACILITY - CONTINUOUS

               The music continues to flow as work men light blow torches
               and fill the room with metal work. They cut pieces of old
               metal into jagged looking swords and spears, similar to what
               Paul has fashioned. 



               EXT. FOREST - THE INSIDE - DAY

               Cameron has entered a clearing in the forest. It's Paul's
               camp. He walks around inspecting it. 

               A fire smoldered down to embers, a lien-to, various tools and
               strung around the place is flayed animals. Their carcasses
               strung out all around the camp. 

               Cameron trips a trap that Paul has left for anyone that comes
               looking for him. He barely dives out of the way, slicing open
               his arm.

                                   ILIA (V.O.)
                         We are a family. 

                                   CAMERON
                             (in agony)
                         PAAAUUUULLLLL!!!! PAAAAUUUULLL!!!!

                                                                CUT TO:



               INT. DINING HALL - THE FACILITY - CONTINUOUS

               We have returned to the dining hall. The music has faded out.
               Ilia stands at the front of the room, giving the eulogy for
               Sage.

                                   ILIA
                         And the loss of a family member is
                         a difficult one. We have lost many
                         members of our family, as of late.
                         Too many, too fast. But to lose
                         someone like Sage, the wisest and
                         strongest of us all...
                         well that's a loss that can not be
                         measured in words. It can only be
                         measured in our response to this
                         threat!

               The crowd goes from somber to a more agitated state. Cameron
               still stands at the back with a somber look on his face.

                                   ILIA (CONT'D)
                         Sage did not lay down when faced
                         with this terror. Neither can we.
                         We must meet it head on, with every
                         ounce of energy we can muster, with
                         every fiber of our being. We do
                         this for our children. Our
                         children's children. We do this for
                         all of humanity. Deep into that
                         darkness we stand. Wondering.
                         Fearing. Doubting. But we can do
                         this. We can do this together. 

               The crowds cheers fill the room. Cameron has the face of a
               man that has not been moved by this speech. In fact, his
               fears grow deeper.

                                                               FADE TO:



               INT. CAMERONS QUARTERS - THE FACILITY - LATER

               Cameron sits, staring at his video screen. His eyes glaze
               over from watching video. We hear sound, but not from the
               video. Instead it's a mix of the conversations he has had
               with Jane about Paul. The words warp and twist, clear in
               intent and meaning but not in dialogue. 

               We slowly pan around him, the words licking out ears, until
               we rest facing him dead on, ending with these words:

                                   JANE (V.O.)
                         He's going to kill everyone. 

               Camerons trance like stare is broken when his door opens. He
               grabs at the freshly made blade from his desk and points it
               at the door. 

               Elisabeth enters, carrying her ball. Cameron lets out a sigh
               of relief.

                                   CAMERON
                         Elisabeth. What are you doing here?

               Cameron gets up to bring her inside, then closes and seals
               the door.

                                   ELISABETH
                         I was looking for you.

                                   CAMERON
                         Your mother must be worried sick.
                         You shouldn't have come here. It's
                         not safe.

               Elisabeth looks at Cameron with a blank stare. The concept of
               fear hasn't crossed her mind.

                                   ELISABETH
                         What are you watching?

                                   CAMERON
                         Video. 

               Cameron moves back to his seat. He picks up Elisabeth and
               puts her on his lap. 

                                   ELISABETH
                         Why?

                                   CAMERON
                         I'm looking for something. 

                                   ELISABETH
                         What?

                                   CAMERON
                         A weakness. A way to track Paul.

                                   ELISABETH
                         Hmmm...

               Cameron wipes his forehead with his hand. Elisabeth copies
               this motion, causing Cameron to smile. In this moment of
               relaxation Cameron has an epiphany. He looks closely at
               Elisabeth's neck, wiping away her hair from her shoulders. 

                                   ELISABETH (CONT'D)
                         What?

               Cameron then looks back up at the computer screen and begins
               to scan through videos. He eventually pauses on one in
               particular. 

               Cameron sits in the video as he always does.

                                   VIDEO CAMERON
                         We're closing in on sleepy time.
                         They tell me the containers are
                         nearly complete and testing should
                         be done by the end of the week.
                         With any luck...

               The sound of a door opening can be heard off screen. Paul is
               weeping.

                                   VIDEO CAMERON (CONT'D)
                         Hey, what's going on? You OK,
                         buddy? 

               Paul is led into frame by a younger version of Karim. She
               looks barely sixteen years old. Cameron pulls Paul into his
               lap, just like Elisabeth is now. 

                                   VIDEO CAMERON (CONT'D)
                         What's wrong?

                                   VIDEO KARIM
                         He's being a little twat. He really
                         didn't like that injection.

               Paul continues to writhe in a whining childish state. Cameron
               feels around on his own neck, looking for his scar. He finds
               it just behind his neck. Cameron gets up and runs out the
               hatch way, leaving the video to run.

                                   VIDEO CAMERON
                         Come on, Karim. He's six. 

                                   VIDEO KARIM
                         Tell that to the nurse he just
                         punched in the face. I still have
                         some work to do. See you later
                         tonight? I want to get some serious
                         naked time in before we part ways.

                                   VIDEO CAMERON
                         Definitely.

                                                                CUT TO:



               INT. DINING HALL - THE FACILITY - DAY

               The room fills with Insiders gathering to be locked down.
               Ilia directs people on various tasks as Cameron enters.

                                   ILIA
                         Elisabeth! I nearly sent out a
                         search party for you! You scared me
                         half to death!

                                   CAMERON
                         I know how to find him. The RFID.

                                   ILIA
                         The what?

                                   CAMERON
                         Just come with me. 

               Ilia hands Elisabeth off to another worker.

                                   ILIA
                             (to Elisabeth)
                         I'll be back soon. Do not go
                         anywhere.

                                   ELISABETH
                             (slightly whiny)
                         Yeeeessssss.

                                   ILIA
                         I love you.

                                   ELISABETH
                         I love you too, Mommy. 

                                                                CUT TO:



               INT. HALLWAY - THE FACILITY - CONTINUOUS

               Cameron leads Ilia down the hallway, explaining his plan as
               they go. People rush past them, carrying what few belongings
               they grab before they lock themselves inside the dining hall.

                                   CAMERON
                         Before we are all put Inside, we
                         had RFID tags inserted in our necks
                         when we got here a hundred and
                         fifty years ago. 

                                   ILIA
                         What's an RFID?

                                   CAMERON
                         Radio Frequency Identification
                         Tags.
                         They were used to track everyone's
                         movement when we got here. 

                                   ILIA
                         OK, but we don't use those anymore. 

                                   CAMERON
                         It doesn't matter. There's no way
                         he could have removed it without
                         seriously injuring himself. Every
                         time he passes by a door, there
                         should he should be picked up by
                         the sensors. If they're working.

                                   ILIA
                         I don't know. No one has been
                         tagged like that in over a century.
                         That equipment might be broken.

                                   CAMERON
                         Only one way to find out.

                                                                CUT TO:



               INT. SECURITY ROOM - THE FACILITY - CONTINUOUS

               Cameron rushes to a computer and sits down in front of a
               console. He clicks around on the computer like a hacker, his
               past rushing back to him.

                                   ILIA
                         You seem to know your way around.

                                   CAMERON
                         This was my post when I got here,
                         right? Well, it's all coming back
                         to me. There.

               Cameron points to a blip on the maze of hallways that fill
               the screen. It blips in a line, back and forth across the
               screen.

                                   ILIA
                         What's he doing? It looks like
                         he's...

                                   CAMERON
                         Pacing?

                                   ILIA
                         He's waiting for you to come to
                         him.

               This gives Cameron pause. He stares at the screen. Ilia
               stares at him.

                                   ILIA (CONT'D)
                         He's in the lower level geothermal
                         tunnels. What are you going to do?

                                                                CUT TO:



               INT. DINING HALL - THE FACILITY - DAY

               Cameron stands in front of a small group of eight Insiders,
               including Sages's two Security Guards, Spencer, who carry
               make shift bladed weapons, similar to spears and machetes.
               Spencer steps forward and hands Cameron his own blade. 

                                   CAMERON
                         You're coming with us?

                                   SPENCER
                         I may disagree with you, Captain.
                         But if you look around, we're not
                         exactly teeming with fighters. And
                         Sage was my friend. 

               Cameron shrugs. He raises the radio he's been carrying to his
               mouth.

                                   CAMERON
                             (into radio)
                         Ilia. You read me?

                                   ILIA
                             (from radio)
                         I do. And he's still there.
                         Waiting. 

                                   CAMERON
                         OK. Let's go.

                                                                CUT TO:



               INT. GEOTHERMAL TUNNELS - THE FACILITY - DAY

               Cameron and the merry band of Outsiders climb down ladders
               into the hell that is the geothermal tunnels. The heat is
               palpable from the steam being generated by the system. The
               walls barely wide enough for a man to extend both arms so
               that only his elbows hit the sides. If the rest of the
               facility looks old, these tunnels look positively decrepit. 

               WHOOSH! The space is eerily silent. Only the expelling of
               boiling hot steam can around the edges of the pipes. 

               WHOOSH!

                                   OUTSIDER
                         AHHHHH!

               An Insider is hit with hot steam, making him cry out.

                                   PAUL (O.S.)
                         That certainly hurt your element of
                         surprise.

               They whip around to see Paul waiting patiently at the end of
               the tube. 

                                   PAUL (CONT'D)
                         Seriously, Cameron. Sage could have
                         done better.

               The Two Security Guards become agitated by this and run at
               Paul with their weapons at the ready.

                                   CAMERON
                         No! Wait!

               BOOM. Security Guard #1 crosses a threshold, yanking one of
               the lines that Paul laid earlier, dragging an abrasive strip
               across the canisters. 

               The two drop to the ground. They live, but barely.

                                   PAUL
                         Wow. Is this really going to be
                         this easy? 

                                   CAMERON
                         What do you want Paul?

                                   PAUL
                         Oh Cam. Cam! This isn't the part
                         where we talk anymore.

               Paul pulls two smaller blades from behind his back. They are
               a perfect size for fighting int these cramped quarters. Two
               men immediately run away, dropping their spear and machete
               like weapons.

               Paul advances quickly. Cameron reaches down and grabs the
               spear that one of the men dropped. He's first in line to
               fight, using the spear to try to keep Paul at bay.
               Paul blocks and parry's. There's a light in his eyes that
               speaks to how much he truly loves fighting.

               Cameron backs up, far enough where they hit a four way
               junction. Two of the men split going into the separate
               openings of the junction, pincering Paul on all sides. 

               Paul seems to finally be at a disadvantage. Cameron is able
               to slice Paul's leg, causing him to cry out in pain. Paul
               retreats back down the way he came. Cameron gives chase. 

                                   CAMERON
                         Circle around back behind him and
                         for God's sake be mindful of the
                         booby traps. 

               Cameron looks back to where he was running and sees that Paul
               has disappeared. 

                                                                CUT TO:



               INT. CONTROL ROOM - THE FACILITY - CONTINUOUS

               The room has filtered down to a skeleton crew, with only
               Horace and Ignobel left to manage the vast workings of the
               facility. Ilia enters as the two move between different
               computer screens, like understaffed air traffic controllers.

                                   ILIA
                             (to Horace)
                         Everything going all right?

                                   HORACE
                         So far. We can manage this for a
                         bit, but troubles going to build up
                         at some point.

               Ilia nods.

                                   ILIA
                         Hopefully this won't be lasting too
                         long. 

               In the background we see a flashing light. We move tighter on
               the screen and notice that power from the Geothermal System
               is decreasing. This leads to the level meters on the Main Map
               of the facility begin to slowly drop.

                                                                CUT TO:



               INT. THE FIELD - INSIDE - DAY

               The Insiders work the fields as Jane attempts to pull the
               plow Cameron used to pull by herself. She continues to try
               and move things forward on the farm despite Camerons absence.
               The light on her face from the sun begins to flicker. She
               pauses in her toiling to look up. The sky is beginning to go
               dark and warp like the Northern lights on acid. This section
               of the Inside is beginning to tear itself apart.

                                                                CUT TO:



               INT. GEOTHERMAL TUNNELS - INSIDE - DAY

               Cameron, Spencer and the Two Outsiders creep through the
               narrow passage ways. Cameron looks down and sees a bit of
               blood from where he cut Paul. Cameron motions for the men to
               circle around the sides of him and they he'll go up the
               middle.

               We follow one Outsider as he circles to the right. His right
               foot snags on a line that Paul set. He looks down and follows
               the line back to it's origin at a methane bottle. He slowly
               backs off of it, releasing the tension. He then goes to the
               bottle and pushes the pin back in. 

               He breathes a sigh of relief just as a blade appears at his
               neck from behind him.

                                   PAUL (O.S.)
                         Here kitty, kitty.

               We raise up to see Paul holds the blade. 

                                   PAUL (CONT'D)
                         It's ok. Everybody makes mistakes. 

               A blade appears by Paul's neck now. 

                                   SPENCER (O.S.)
                         That they do.

               We look up to see that Spencer holds this blade to Paul's
               neck. He's nervous, but holding his own.

                                   PAUL
                         Look who found himself a pair of
                         balls. 

                                   SPENCER
                         I'm not scared of you.

                                   PAUL
                         That's why your hands are
                         trembling?

                                   SPENCER
                             (yelling)
                         Captain! Captain I've got him!

               Cameron turns a corner in front of the trio a short distance
               away.

                                   CAMERON
                         Games over Paul. You lose.

                                   PAUL
                         If there's one thing you taught me
                         Cam, is that you're only losing
                         till your not. 

               Paul quickly grabs Spencers hand, pulling him onto his back
               like a back pack. He then, simultaneously kicks the Outsider
               over the trip wire while spinning to use Spencer as a shield.
               As Cameron dives over to the side to avoid the blast it goes
               off. 

               BOOM. 

               The explosion hits a primary part of the structure, knocking
               down pylons and throwing up debris. 

                                                                CUT TO:



               INT. CONTAINER ROOM - THE FACILITY - CONTINUOUS

               The room lights up like a Christmas tree. 

                                   HORACE
                         We've got a severe drop in power
                         from geothermal! We need to get
                         levels back to norms or we'll lose
                         half of the Insiders. 

                                   ILIA
                         Fire up the backup generators.

                                   HORACE
                         With what? We used the last of the
                         fuel three years ago?

                                   ILIA
                         Batteries?

                                   IGNOBEL
                         Those aren't going to last us very
                         long. They're a hundred and fifty
                         years old.

                                   ILIA
                         How long?

                                   IGNOBEL
                         Ten minutes. Tops.

                                   HORACE
                         We need to get power consumption
                         back to normal or we lose everyone. 

                                                                CUT TO:



               INT. GEOTHERMAL TUNNELS - THE FACILITY - DAY

               Cameron is flat on his back, covered in dirt and debris. He
               shakes awake from his shock of the blast, picking up his
               blade as he goes. 

               The area is severely damaged. He stumbles through, the shock
               of the explosion still effecting him. 

               He approaches the face down body of Spencer, who's back is
               shredded with shrapnel. He reaches down to check for a pulse,
               all the while keeping an attentive eye open for Paul. 

               Cameron grabs Spencer and throws him over his shoulder for a
               firemans carry out of the tunnels. 

                                                                CUT TO:



               INT. CONTAINER ROOM - THE FACILITY - DAY

               Alarm lights whir as the sound of emergency buzzers fill the
               room. The people inside each container are seizing. Ilia,
               Ignobel, Oliver and two others dash into the room.

                                   IGNOBEL
                         OK, we need to shut down at least
                         two pods to stabilize power. Where
                         do we pull from?

                                   ILIA
                         This pod. Everyone from this pod.

                                   IGNOBEL
                         We'll never get them all out in
                         time and we can't wait till their
                         all out to transfer the power.. 

                                   ILIA
                         As many as you can.

               Ilia runs to one of the containers, typing in commands to the
               computers attached to them. On the computer screen the words
               EMERGENCY EJECTION can be seen clearly. 

                                   ILIA (CONT'D)
                         Do it now or we lose everyone!

               Ignobel into his walkie talkie. 

                                   IGNOBEL
                         Horace. Transfer power from
                         containers in pod twelve and
                         thirteen in five minutes.

                                   HORACE
                             (via walkie)
                         Roger that.

                                                                CUT TO:



               INT. CONTROL ROOM - THE FACILITY - DAY

               As Horace responds to Ignobel, Cameron enters the room,
               carrying Spencer on his back. 

                                   HORACE
                         Pod twelve and thirteen in five
                         minutes.

               Cameron sets Spencer down onto the ground.

                                   HORACE (CONT'D)
                             (looking over at Cameron)
                         What happened to him?

                                   CAMERON
                         Where's the med kit for this room?

               Horace points to med kit on the wall with the big screen of
               all the containers.

                                   CAMERON (CONT'D)
                             (looking over at the wall)
                         What's going on?

                                   HORACE
                         Massive power loss. We're shutting
                         down...

               Cameron runs out through the hatchway. 

                                                                CUT TO:



               INT. HALLWAY - THE FACILITY - DAY

               Cameron tears down the hallway in a blur.

                                                                CUT TO:



               INT. DINING HALL - THE FACILITY - DAY

               Paul opens the large hatchway to the dining. He strides in
               slowly, as everyone cowers around him. His blade drags along
               the ground. The sound of the blade scraping the steel fills
               the room.

                                                                CUT TO:



               INT. CONTAINER ROOM - THE FACILITY - DAY

               Cameron runs into the room, scanning immediately to find his
               destination. Ignobel, Ilia, Oliver and the two others are
               still running, half pulling people out of their containers.
               People sit upright, screaming, terrified of the world they've
               just been pulled into. One or two have pulled their feeding
               tubes out from their navel and are bleeding everywhere.
               Others sit stunned. 

               Cameron runs over to Jane's container. She's lies inside,
               seizing and convulsing. The stats on her computer are going
               haywire. 

               Cameron looks around on the computer screen, hitting various
               buttons, trying to figure out what to do. He's frantic,
               facing his only real fear: losing Jane. 

                                   CAMERON
                         Nononononono please God, no. Come
                         one. Come on.

               He eventually reaches over to her tube and shove his hands
               inside to pull the leads off of her head. 

                                   ILIA (O.S.)
                         DON'T!!!

               Ilia runs up to Cameron. 

                                   ILIA (CONT'D)
                         You do that, you'll kill her.

                                   CAMERON
                         Well get her out.

               Ilia quickly runs her fingers over the keyboard typing the
               appropriate commands. The screen lights up: EMERGENCY
               EJECTION. 

               The screen goes dark. 

                                   CAMERON (CONT'D)
                         Wait. What? What happened?

                                   ILIA
                         Power transfer. We had to shut down
                         these containers or risk losing
                         everyone. I'm... I'm sorry...

               Cameron is stricken with grief. He crumples down in front of
               the container. He cries out, the sound of his grief
               overtaking the fear laiden sounds of the others pulled into
               this world. 

                                   CAMERON
                         She just... she was right there....
                         She was....

                                   PAUL
                             (from the radio)
                         Oh Caaaameron. I'm looking for
                         something and I just can't seem to
                         find it. You wouldn't know where it
                         is, would you?

                                                                CUT TO:



               INT. DINING HALL - THE FACILITY - DAY

               Paul sits on one of the tables, slowly drawing his blade down
               a girls face, lightly slicing her open.

                                   PAUL
                             (into radio)
                         Cause all I can see here are pale
                         imitations of what I want.
                         So what say you bring her here to
                         me like a good pet and we put the
                         end to this whole thing, hm?

                                                                CUT TO:



               INT. CONTAINER ROOM - THE FACILITY - CONTINUOUS

               Cameron sits staring at Janes limp body, floating in fluid.
               As he focuses on her, his face turns from grief to rage.

                                   CAMERON
                             (standing up)
                         Get them all to the infirmary. I'll
                         handle this.

                                   ILIA
                         What are you going to do?

                                   CAMERON
                         You ever hear what they say about
                         war, Ilia? It doesn't determine
                         who's right, just who's left.

               Cameron strides out of the hatch.



               INT. ABORETUM

               Cameron walks calmly into the arboretum. The places is earily
               quiet. A RUSTLING in one of the apple trees can be heard.
               Cameron looks up and sees Sarah hiding in one.

                                   SARAH
                         Did it work? Did you get him?

               Cameron's face is blank. 

                                                                CUT TO:



               INT. DINING HALL - THE FACILITY - CONTINUOUS

               Paul walks behind the food counter, picking at different
               selections. 

                                   PAUL
                         What I wouldn't give for a decent
                         pie, right about now. How the hell
                         did you people forget how to make
                         pie?

               Cameron enters the dining hall, Sarah in tow. 

                                   PAUL (CONT'D)
                         Ooooooo looky what Daddy brought
                         me. And she still looks so good.
                         Through out all this, nothing bad
                         has happened to you, has it honey?

               Paul notices that Sarah's hands are tied behind her back.

                                   PAUL (CONT'D)
                         Why does she have her hands tied
                         behind her back?

                                   CAMERON
                         What's the last thing you really
                         remember losing, Paul?

                                   PAUL
                         What?

                                   CAMERON
                         The last thing you really cared
                         about that you lost? Can you think
                         of it. See, for me, I remember
                         losing my family, my friends. I
                         remember watching comrades in arms
                         drop like flies on the battlefield
                         and off. But I put it out of my
                         head. Focused on the task at hand.
                         But you see, that takes years of
                         training.

               Cameron kicks Sarah behind her knee, dropping her to the
               ground.

                                   CAMERON (CONT'D)
                         I tried to instill some kind of
                         value system inside you, Paul. What
                         makes you fucking psychopaths so
                         hard to deal with is, you don't
                         know loss. Because you have no
                         attachments. Your mind is clear.
                         That's what makes you so hard to
                         beat. Unless you're not a psycho.
                         Just more fucked up than most. So
                         let's see what you care about.

               Cameron puts his blade down to Sarah's cheek and slides
               across it, drawing blood. Sarah screams in anguish. 

                                   PAUL
                             (running toward Cameron)
                         NO!

                                   CAMERON
                             (throwing up his hand)
                         STOP!

               Paul stops dead in his tracks.

                                   CAMERON (CONT'D)
                         You come any closer and I kill her
                         right now. 

               The room falls silent, with only Sarah's weeping filling the
               room. The other Outsiders look on, shocked. Is this the man
               they entrusted their safety to?

                                   CAMERON (CONT'D)
                             (laughing)
                         What we call our despair is often
                         only the painful eagerness of unfed
                         hope. You know who said that?

               Cameron looks around the room to see if anyone knows.

                                   CAMERON (CONT'D)
                         Fuck it.

               Cameron stabs Sarah in the back. She cries out in pain,
               falling over. Paul sprints toward her, screaming.

               Paul and Cameron swipe blades, Cameron side turning to his
               side and knocking Paul against a table. Cameron swings down
               onto the table with his blade, Paul rolling out of the way.

               Most of the Outsiders cower in fear, but a few have run to
               Sarah's side to help stave off the bleeding.

               Paul is swiping wildly. The cool calculation he had when
               fighting earlier is now lost in the anguish of thinking he's
               lost Sarah.

               Paul gets lucky and focus's for a moment, slicing Cameron in
               the arm holding his blade. He drops it and steps back.

                                   PAUL
                         Ha. Not so tough now, are you.

               Cameron dives back in, avoiding Paul's thrust with his blade.
               He grabs Paul's arm, and drops in on his leg, breaking his
               arm. Paul cries out in pain, scrurrying back over tables.

                                   CAMERON
                         Bit by bit, I will kill you today.

               Cameron steps triumphantly over the long lunch room style
               tables, chasing Paul as he backs himself into the lunch line
               area. He starts grabbing whatever he can find, throwing it at
               Cameron. The last gasps of fight in man that know's he's
               lost.

               Cameron finds his window and dives at Paul, tackling him to
               the ground. The two grapple at one another, working to get
               the upper hand. Despite having a broken arm, Paul manages to
               get on top of Cameron. He tries to choke him with both hands,
               but the pain in his broken arm is too much. He tries with one
               hand. Not enough pressure, as Cameron proceeds to grab Paul
               by the face and drive his thumbs into Paul's eyes. Through
               his own tears Cameron SCREAMS out at the same time Paul does
               from the pain. Paul finally falls limp on top of Cameron. 

               Cameron pulls his thumbs out of Pauls eyes, tears streaming
               down his face. He pulls Paul's head to his shoulder and as he
               cries he whispers:

                                   CAMERON (CONT'D)
                         I'm sorry... I'm so, so sorry...

               Cameron finally lowers Paul's head to the ground. Standing,
               covered in blood that has now soaked into his clothes, he
               walks over to where Sarah is being tended to by the other
               Insiders.

                                   CAMERON (CONT'D)
                         You ok?

                                   SARAH
                         I tried really hard not to move.

               Sarah rolls off from the bag of blood that she had taped to
               her back.

                                   SARAH (CONT'D)
                         Is he gone?

                                   CAMERON
                         Yeah, honey. He's gone. He's gone.

                                                               FADE TO:



               INT. CAMERONS QUARTERS - THE FACILITY - DAY

               Cameron is packing his knapsack, filling it with what few
               possessions he has decided to take with him. He picks out a
               picture from the locker of him with all the kids he brought
               with him to the facility. We focus on Jane's face as Cameron
               runs his fingers over it. Ilia enters.

                                   ILIA
                         So...

                                   CAMERON
                         Everyone ready to go?

                                   ILIA
                         You don't have to do this.

                                   CAMERON
                         Yes. I do.

                                   ILIA
                         We can figure out another way to
                         keep everyone here. There has to be
                         a way.

                                   CAMERON
                         It's a delicate balance Ilia. You
                         all ready said that. And honestly,
                         I don't think I can stay here. not
                         without her. We'll be fine.
                         Besides, someone should really find
                         out what happened to the other
                         stations. If we can reestablish
                         communications with them, it would
                         benefit everyone. And if they
                         aren't out there, we can still
                         survive. The true Outside might be
                         wild, but it's not unlivable. And
                         when the time is right, everyone
                         here will join us.

                                   ILIA
                         Will you even live to see that
                         happen?

                                   CAMERON
                         Does it matter?

                                   ILIA
                         I wanted you to have this.

               Ilia pulls a book out from behind her back and hands it to
               him.

                                   CAMERON
                         My old book of quotes. Wow.

                                   ILIA
                         It's kind of a family heirloom.

                                   CAMERON 
                         Then you should keep it.

                                   ILIA
                         I never thought I'd even meet my
                         great-great-great-great...

                                   CAMERON
                         Please, God, stop. You're making me
                         feel older than I all ready am. I'm
                         going to miss you.

                                   ILIA
                         I'll miss you too.

               The two hug.

                                                                CUT TO:



               EXT. FACILITY GATE - THE FACILITY - DAY

               The gate rolls open, revealing Cameron and ten of his fellow
               Insiders waiting to exit. They all have backpacks with
               supplies. The weather outside is rainy and dark. The sky
               looks like a molasses. The world is still very much
               recreating itself, but young forests can be seen off in the
               distance. 

               Cameron looks around at his fellow Insiders and nods to them.
               Spencer and Karim are with him. He shares a nod with them.

               Cameron marches out onto the foreign landscape. As he does we
               see Ilia waiting in the background, Sarah holding Elisabeth
               in her arms, and a host of other Outsiders watching as these
               brave souls march into the new world. As they march out,
               Cameron looks back and see Ilia's face. The two lock eyes. He
               smiles as the gate rolls shut.

                                                                CUT TO:



               EXT. DESERT - THE PAST - DAY 

               Cameron leads his group of survivors across the barren
               wasteland. Everyone looks week and out of air, as the
               atmosphere has lost most of it's oxygen. Everyone is becoming
               loopy from the walk and heat.

               In the distance, we can see a vague outline of the Facility.
               Cameron takes out his binoculars to get a better look and we
               clearly see the facility.
               He pans over and we see another group walking towards the
               facility. Karim is at the front of it.

               Cameron, breathing heavily, looks back behind him to make
               sure they haven't lost anyone. A short distance behind them,
               Cameron can see someone has fallen down. He turns to Sergeant
               Stephens, waving him on to keep everyone moving. 

               Cameron walks back to check on the body. He kneels down,
               rolling over to reveal it is the young six year old Paul. He
               picks Paul up, throwing him over his shoulder.

               Cameron turns and heads back in the direction of the
               facility. 

               THE END
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