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BENEATH THE SKY

CONCEPT:
Matthew Armstrong
James Joel Holmes

STORY:
Matthew Armstrong
Carol J. Hopper
James Joel Holmes

SCREENPLAY:
Jeff Bell
Carol J. Hopper
James Joel Holmes FADE IN:

EXT – DAY

Flashing glimpse of beautiful landscape: white buildings, blue sky, green trees, lush vegetation, etc.

Camera falls through a dark hole, passing machinery, gears. We hear loud MACHINERY noises.

We come out into a WIDE ANGLE-FLYING PAN. The sky is heavily polluted and dark. View from high orbit tumbles down, descending upon an island that is covered in the massive forms of industrialization; a scribble world of dead vegetation and towering monoliths, all spewing black pollution into a soot-black sky.

TITLE

WIDE SHOT winds through near-abandoned streets, sparsely populated by chained work gangs being driven and lashed by immense Raven Men, and other workers; fat, slovenly men who move slowly through the buildings.

The sky is full of menacing whirligigs and semi-intelligible VOICES blaring through massive loudspeakers.

TITLES

The FLYING PAN picks up speed as it reaches the edge of the island, and races along an elevated railway. Island after island flashes by as the camera picks up speed.

After several islands, the industrialization fades—never fully absent—but becoming less menacing.

VOICEOVER

. . . speak to the end. The Ravens descend; wrought of ash and hatred; wielding fire and water to spoil the earth. Behold and the Angel must guide the Sacrifice, and Salvation . . .

We pass squads of birdmen in fleets of whirligigs between the islands. Most birds are piloting or are passengers in the whirligigs, but a few Ravens may be seen flying in between the machines, looking much like pterodactyls.

We cross our final rail bridge in this pan and come to the shores of a medium-small island. This island has less industrialization.

The CAMERA SWEEPS around the island, past dying villages and small townships until it slows, slows, and slows to center on a tidy but run-down cottage. Night is falling. The cottage is nestled among hills, sickly trees, and dilapidated hedgerows.

As we CLOSE ON the cottage, immediately in front of the camera, as though the camera had been riding on top of it, appears a metallic bird that settles in a dead tree near the cottage.

CLOSE UP on the bird’s eyes and we can see that they appear to be cameras.

CLOSE ON—The cottage and surrounding grounds with flowers and trees. It is not quite beautiful, and eerily quiet.

FADE TO BLACK.

INT. COTTAGE – IVAN’S BEDROOM

IVAN’S bedroom is small, barely larger than his bed. The ceiling is low. Moonlight pours in through a curtained window illuminating Ivan’s face as it rests upon a pillow, his body covered in blankets.

Ivan is a small boy, about age eight, with a large head and small face, slender limbs, and delicate fingers. His expression is often serious.

GRANDFATHER is a short, kindly-faced old man, whose eyes seem to be in perpetual humor, but whose words are often authoritarian. GRANDFATHER is leaning over Ivan’s bed and kisses the boy on the forehead.

GRANDFATHER

You are still awake?

IVAN

I am afraid if I sleep, I will have the nightmare, GRANDFATHER.

GRANDFATHER

There is nothing to fear in a dream, Ivan. The message that a dream may hold might seem a little frightening, but dreams have little power outside of our minds.

IVAN

Do you think the Raven Men will come for us tonight?

GRANDFATHER smiles, his eyes crinkling merrily, and chuckles wetly.

GRANDFATHER

Oh, no, boy, I don’t think they’ll come tonight. But . . .

GRANDFATHER taps his head as his smile widens.

GRANDFATHER

. . . in here, yes. Maybe they will visit in here. But I think we are safe for now . . .

GRANDFATHER stands quickly, belying his apparent age.

GRANDFATHER

. . . and you have the key, don’t you?

IVAN

Of course I do.

Ivan puts his hand to his chest, patting at the spot where the key hangs around his neck.
GRANDFATHER

Take care of your MOTHER’S gift. Hold it close to your heart and maybe it will help chase away your dreams. Fear is nothing more than the mind’s hunger for understanding.

IVAN

I love you.

GRANDFATHER

Try to sleep, boy. I love you, too.

IVAN

Yes, Grandfather.

GRANDFATHER passes a PHOTOGRAPH on the wall. It depicts three men and a woman, wearing simple military-style uniforms, in front of a whirligig hangar. The shot pauses on the photograph for a moment, then cuts back to GRANDFATHER as he closes the door behind him.

CUT TO BLACK

IVAN’S DREAM

A spinning key fills the screen. Pull back to see the key, small on a lanyard in MOTHER’s hand. She is smiling kindly at him, and then grows serious.

MOTHER

I want you to remember that this key is important. Will you keep it safe for me?

Ivan nods; his eyes wide.

IVAN

Yes, mama.

At Ivan’s nod, his MOTHER smiles again, brushes at his hair with her fingers and kisses him on the forehead.

MOTHER

Now, where shall we put it? Close to your heart, I should think.

Music-box MUSIC begins to play as MOTHER places the key on its lanyard around Ivan’s neck. TIGHT SHOT on his face as he looks down at the key and then back up at his MOTHER.

TIGHT SHOT on MOTHER’s face in her mirror as she is sitting at her dressing table, brushing her hair. Pull back as she catches Ivan watching her in the mirror.

CLOSE IN ON MUSIC BOX on dressing table.

The box contains a few pieces of jewelry. A figurine of a geisha with wings spins slowly around as the soft MUSIC plays.

IVAN

Who is that girl, Mama? Is she an angel?

MOTHER

She could be an angel, Ivan. What do you think?

IVAN

Are angels real?

MOTHER smiles and taps her finger on Ivan’s head and then his chest, above his heart, smiling indulgently.

MOTHER

They’re as real as you believe them to be.
MOTHER

(from the next room)

Ivan, hurry. We’re going to be late.

Ivan turns his head toward his mother’s voice, and finds himself with his FATHER and MOTHER at the CARNIVAL. They laugh together, holding hands and walking.

MOTHER sits Ivan on a bench and hands him a bag of peanuts, motioning for him to wait. She dashes across the street toward the Apothecary Shoppe, splashing water from a puddle. A passing car blocks Ivan’s view.

INT-APOTHECARY SHOPPE

FATHER and MOTHER talk to the APOTHECARY (a tall, thin man whose face we can’t see) in low inaudible voices. They are not smiling. Ivan is visible through the doorway on the bench across the street. Finally, FATHER hands a package to the APOTHECARY, who stuffs the package into the pocket of his apron, and pats FATHER on the shoulder. TIGHT SHOT on the APOTHECARY’S eyes, darting sideways.

EXT-SUNSET-CARNIVAL

MOTHER and FATHER and Ivan (on FATHER’S shoulders) walk toward the Ferris wheel.

IVAN

Who was that man, FATHER?

FATHER

He is an old friend.

IVAN

What did you give him?

FATHER

Something very important, son. Something that needs to be protected.

FATHER stops, takes Ivan from his shoulders and puts him on his feet. FATHER kneels down and looks Ivan in the eye.

FATHER

You must never tell anyone about that package, Ivan. Promise me.

IVAN

I promise, Papa.

FATHER

Good boy. That package holds . . . a secret. When you’re old enough, the secret in that package will belong to you.

Suddenly the dream gets darker. His parents are afraid, so Ivan becomes afraid. They hear something coming. People are pointing to the sky and screaming.

A dark SHADOW, vaguely bird-shaped, rushes at them. They run, and Ivan becomes separated from his parents. He hides behind the Ferris wheel, and peeks out to watch his parents, who have turned to face the shadow.

As Ivan watches, his parents defy the black bird-shaped shadow. It demands something of them. Its words are muffled, and the boy cannot hear what it is saying.

Ivan’s parents shake their heads at the shadow, backing away. FATHER looks angry. The shadow turns its head, apparently searching for something, but doesn't see the boy. It screams loudly in frustration.

More SHADOWS join the first shadow on the ground in front of the boy's parents. They advance on his retreating parents. FATHER turns to MOTHER, screaming:

FATHER

Run!

The shadows suddenly bunch together and simultaneously rear their heads back. Flinging their heads forward, they spit balls of fire from their beaks that hit a cotton-candy cart between them and Ivan’s parents. The cart instantly turns into a flaming mass of deadly shrapnel. Ivan hides behind a stack of boxes, covering his head in his arms. When he looks up, his parents are dead. The shadows are taking flight and beginning to lay waste to Carnival. Ivan looks crazily around, decides that he is safe enough to crawl toward his nearest parent, FATHER.

Ivan kneels next to the body of his FATHER. Large pieces of metal are sticking out of FATHER’S body. There is a piece of ornamental iron protruding from the center of his forehead. Ivan reaches out to touch his FATHER but can’t quite do it. Ivan looks toward his MOTHER, who is also riddled with shrapnel and dead, as his FATHER. His mouth opens and closes a couple of times and he collapses over onto the ground.

EXT – NIGHT – CARNIVAL

OVERHEAD SHOT of explosions and fire as the murder of Ravens attacks CARNIVAL. The Ravens scream loudly.

Suddenly an evil Raven face fills the screen, shouting with Grandfather’s voice:

DREAM RAVEN

Ivan!

INT – NIGHT. IVAN’S BEDROOM

Ivan sits bolt upright in his bed, sweating and panting. The sun has begun to rise, lightening the room.

IVAN

(Cries out.)

GRANDFATHER has just burst in the door. He shouts again:

GRANDFATHER

Ivan!

We hear again the triumphal and angry scream of the Raven Men from Ivan’s dream. The echoing scream vibrates through the room. Ivan stares at his GRANDFATHER, realizing that they both heard it—the scream is real.

GRANDFATHER gives Ivan a meaningful look, and runs back out of the bedroom.

CUT TO:

Ivan, now hastily dressed, hurriedly grabs his small telescope from his bedside table and shoves it into the pouch hanging from his belt. He also picks up the figurine from his mother’s music box and looks at it briefly before putting it into his pouch as well as he runs out the door after his GRANDFATHER.

EXT – DAY

Ivan exits the tiny shack just as one of the whirligigs slams down in the yard, disgorging three of the Raven Men.

GRANDFATHER steps in front of Ivan, pushing the boy behind him. He whips his cane around, brandishing it at the Ravens.

GRANDFATHER

Go, boy!

GRANDFATHER rushes to confront the Raven Men in the yard, a fight ensues, and GRANDFATHER kills several of the Raven Men. One Raven finally stabs GRANDFATHER in the shoulder with his beak, and another Raven lunges in and pops GRANDFATHER’S eye out.

GRANDFATHER

(screams with the pain)

The eye flies up in the air, to be caught in the Raven’s beak and gulped down. Both Ravens lunge at GRANDFATHER.

GRANDFATHER

Run, Ivan. Run now!

The Ravens tear GRANDFATHER in half and quickly swallow both halves. The Ravens regurgitate smaller Ravens that look an awfully lot like GRANDFATHER, and all four birdmen advance on Ivan as he finally turns to run away.

Ivan runs, and, looking back over his shoulder, watches as the birds rear back and hurl firebolts at him. He stops running, accepting the inevitable. But the firebolts explode against the semi-translucent form of BUTTERFLY and ricochet back toward the Ravens. Visible behind her is a blindingly bright firestorm of flying feathers.

Ivan stops running and his mouth drops open as BUTTERFLY speaks:

BUTTERFLY

(booming whisper)

Run, Ivan, do not stop.

Ivan turns on his heels and runs as BUTTERFLY turns toward the Ravens.

QUICK MONTAGE (showing distance)

Ivan is running.

EXT. – NIGHT

Ivan falls off the edge of the tracks at the railhead. He lies at the bottom of the slope in the rain, PANTING, and looks up at the tracks. He huddles in the rain and darkness, shivering. He seems to be unaware of the glowing, transparent form of BUTTERFLY that can be seen behind him.

Ivan stands, openly WEEPING. He tries to CATCH HIS BREATH, and staggers a few yards into the darkness. He pulls out his telescope, and stares through it in several directions.

His WEEPING SUBSIDES as he looks through the telescope out to sea past the railhead.

CUT TO:

Telescope view of CARNIVAL.

BUTTERFLY

Ivan. Rest.

Ivan doesn’t respond, but lowers the telescope. He collapses under the railroad trestle again, and resumes crying quietly. As the darkness grows, he curls into a fetal position and shivers.

BUTTERFLY settles near his head, obviously worried.

BUTTERFLY

He cannot go on alone.

We hear a deep VOICE, male, answer her.

VOICE

He has to. You are not allowed to interfere.

BUTTERFLY

He cannot! Not now.

VOICE

Let him rest. When he wakes up, he'll be able to keep going. You can't help. There is nothing you can do.

BUTTERFLY

He has no one left. Everyone who might have helped him is dead.

The rain continues to fall. Ivan shivers. He is no longer crying, but is unaware of the conversation that has just taken place.

BUTTERFLY

Sleep, Ivan.

IVAN

(moans to himself)

I can’t. No. I can’t. I can’t. Nooo.

BUTTERFLY

Sleep, Ivan, please. Sleep.

EXT. NIGHT – COTTAGE

The shot takes in the carnage of the front yard. The smoking remains of birds lie littered all over the ground. They have been terrifically mangled. Various parts of the yard are a smoking, fiery mess. The shot closes on one bird, lying inert, that seems to be in one piece, albeit with a missing wing.

The shot comes in tight on the bird’s head. Lingers for a moment before the eye pops open.

MEDIUM SHOT: The bird drags himself to the whirligig, leaving a trail of blood.

INT. NIGHT – HEADQUARTERS ISLAND

LONG SHOT: In the middle of a polluted metropolis stands a giant skyscraper/smokestack assembled of intricate stacks of building supplies.

The whirligig comes into the far right side, not at all in control. It heads toward the TOWER, but disappears in the enormity of the building.

QUICK PAN from the bottom of the tower to the top. Other buildings surrounding the base of the monolith occasionally block our view.

At the top of the building we see that there are hanger decks for the whirligigs. Our wounded bird pilots the tiny whirligig into one of the bays.

INT. NIGHT – CHIP’S OFFICE

TIGHT SHOT on CHIP’s face, thoughtfully chewing on a cigar.

OVER-THE-SHOULDER SHOT of the immense double-doors to the office opening through a haze of cigar smoke. CHIP’s huge opulent office has high ceilings, beautiful furniture, etc. On a pedestal against the wall next to the desk sits the motionless mechanical bird with camera eyes. A paunchy old man in an ill-fitting BUTLER’s uniform is standing next to the doors. CHIP is sitting behind his desk. Two guard birds drag the INJURED RAVEN in through the doors, still bleeding and missing most of a wing.

CHIP

Did you kill the boy?

INJURED RAVEN

No, boss, he got away. But we got the Colonel.

CHIP

The Colonel? That old man is still alive?

INJURED RAVEN

Not anymore. We did manage that part.

CHIP nods thoughtfully. An expression of benevolence is written on his beak.

CHIP

I’m sure you did your best. Let’s see what we can do to alleviate your pain, ok?

INJURED RAVEN

Thank you, boss.

CHIP nods at the guard birds. One of them quickly opens a window, and the guard birds throw the INJURED RAVEN out.

EXT. NIGHT – The TOWER

The INJURED RAVEN spirals down, down, down; CAWING all the way.

INT NIGHT – CHIP’s office

CHIP is still at his desk. The two guard ravens are standing at the door.

CHIP

Would you let Randy and Mike know that their presence is desired in my office?

BIRDS

Yes, boss.

The guard birds leave the office, and seconds later, MIKE and RANDY walk in. MIKE is a tall, skinny raven. He looks like a weasel with wings. RANDY is big and strong, but not as big as CHIP. Both birds are smoking evil-looking cigarettes.

RANDY

You needed us for something, CHIP?

CHIP

They didn’t get the boy. The Colonel held them off until he got away.

MIKE

Surprised they made it back at all.

CHIP

Just the one. And not all of him showed up.

MIKE and RANDY look significantly at the window. RANDY casually lets loose a stream of bird poop. CHIP and MIKE don’t notice, but the BUTLER scurries from his post near the door, wipes it up with a cloth, and scurries back.

CHIP

You two, put it together. Find that kid, kill him, and bring me that key.

RANDY

You got it.

RANDY and MIKE skulk out of the office. The door closes. CHIP is looking thoughtfully into the middle air when he suddenly looks right into the camera.

CHIP

Nothing personal, kid.

The camera pulls back just enough that we are out of Ivan’S POV and we can see the spectral form of Ivan looking at CHIP. CHIP is visible through Ivan.

POV CHANGE - CHIP

Ivan looks horrified, startled, terrified, and surprised, all at the same time, and POP disappears.

EXT-NIGHT-RAILHEAD

TIGHT SHOT as Ivan’s eyes pop open.

IVAN

(gasps)

MEDIUM SHOT as Ivan springs to his feet, looking wildly around. BUTTERFLY hovers a couple of feet away and, as Ivan starts walking he passes through her. Ivan stops for just a moment, a quizzical look on his face, and then begins to run again.

EXT – NIGHT – TRAIN BRIDGE

Ivan is running down the tracks as fast as he can. BUTTERFLY follows.

CAMERA LEAVES Ivan in a FLYING PAN. It races down the railroad track and does a flythrough of the Carnival site, showing the dilapidated rides and booths. Near the giant Ferris wheel, almost like a Western movie Main Street, is a street that has semi-permanent buildings, like a renaissance fair or a mining town.

EXT – NIGHT – MAIN STREET - CARNIVAL

The camera slows as it traverses this street. At the head of the street is the Ferris wheel. On one side of the street is the Apothecary’s Shoppe, looking abandoned and falling down. Across the street and a little farther up is the “PAY HOUSE.”

The shot continues toward the Ferris wheel, makes a 180-degree turn, and surveys the general dilapidation of the street it has just traversed. Ivan enters the frame, with BUTTERFLY hovering along behind him.

Ivan walks up the center of the street, looking to both sides and taking in the buildings.

EXT. – MAIN STREET – IVAN’S POV

The shot takes in the Apothecary Shoppe and then the PAY HOUSE. Next door to the PAY HOUSE is a building called SHEERIE’S RIBBON HOUSE. The sign was pretty at one time, but is obviously beat up now. On one side of the sign hangs half a pair of giant scissors.

EXT. – NIGHT – ALLEY OFF MAIN STREET

From deep within the dark alley, we watch as Ivan passes the mouth of the alley entrance. As he passes out of frame, we see the silhouettes of human figures enter the frame from below.

EXT. – NIGHT – ALLEY OFF THE OTHER SIDE OF MAIN STREET

From deep within this dark alley, we watch as Ivan passes the mouth of the alley entrance. As he passes through the frame, we see the silhouettes of more human figures enter the frame from below.

EXT .- NIGHT – MAIN STREET

Ivan is centered in the frame walking up Main Street. BUTTERFLY is fading in and out of sight. Behind them, there is a loud NOISE. It sounds like a whirligig landing. Ivan spins around.

EXT – NIGHT – MAIN STREET

FORCED PERSPECTIVE on Ivan.

EXT – NIGHT – MAIN STREET

LONG SHOT of Ivan at the far end of the street, almost to the Ferris wheel, in front of the Apothecary Shoppe. A whirligig slams to the ground, dominating the shot.

EXT – NIGHT – MAIN STREET

LONG SHOT behind and above Ivan now. At the far end of the shot, we see the whirligig as RANDY and MIKE step off, followed by a small murder of soldier ravens.

From the various alleys off the sides of Main Street step forward diseased, rough looking humans with zombie eyes. They walk into the street in front of RANDY and MIKE and advance toward Ivan. The murder takes flight, disappearing into the dark night sky.

BUTTERFLY, hovering behind Ivan, screams:

BUTTERFLY

RUN!

Ivan turns and sprints into the Apothecary’s Shoppe, slamming the door behind him.

INT. – NIGHT – APOTHECARY’S SHOPPE

Through the windows, light filters into this disorganized room. Tables and counters are piled high with books, papers and contraptions all in different stages from dusty to destroyed.

Ivan takes in his surroundings and starts struggling to pile furniture in front of the door. One unwieldy cabinet gives him trouble and knocks against a set of shelves. From atop the shelves falls a box that looks exactly like MOTHER’S box. The box lands on top of Ivan’s head.

Ivan looks carefully at the box, weirded out by the sight of it; Ivan holds the box until he hears another loud NOISE. He quickly stuffs the box into his pouch and returns to moving the cabinet.

EXT. – NIGHT – MAIN STREET

BUTTERFLY hovers in the middle of the street as the mob advances up the street. The soldier Ravens start landing on the roof of the Apothecary Shoppe.

VOICE

There are too many.

BUTTERFLY

I have to do something.

VOICE

There is nothing you can do.

BUTTERFLY

No . . . It can’t end this way. I won’t let it end this way.

VOICE

You may not interfere.

BUTTERFLY

I won’t let it end this way.

BUTTERFLY darts toward the RIBBON SHOPPE but stops in front of the PAY HOUSE. She looks inside the Saloon doors, looks back to the mob, then at the door of the Apothecary Shoppe, and goes inside the PAY HOUSE.

INT – NIGHT – PAY HOUSE

Against three of the four walls are shabby, dirty cots in various states of filth and damage. In racks against the back wall are the sex dolls. They, too, are beat up. Each doll is standing in a doll-sized alcove with the name of the doll printed overhead: ERICA, TAWNY, MORGAN, SINDEE, CHLOE, and, finally, ILSE.

Each of the girls represents a different fetish, as follows:

ERICA = the impish, red headed Catholic schoolgirl.

TAWNY = Blonde cheerleader.

MORGAN = Short, blonde biker chick.

SINDEE = Vegas showgirl.

CHLOE = Supermodel.

ILSE = our heroine.

BUTTERFLY zips into the room, takes a quick look around. She heads straight to the Doll Rack and takes in the different dolls. She does a quick estimation on their level of damage and stops in front of ILSE.

VOICE

If you do this, you'll never be able to come back. You are not permitted to interfere. You can't fix this!

BUTTERFLY

So be it. I will not let it end this way.

BUTTERFLY disappears into the ILSE doll.

EXT. NIGHT - MAIN STREET

BOOM! Thunder cracks the air and lightning flashes over and over...1-2-3-4. A sudden deluge of water falls from the sky.

INT – NIGHT – PAY HOUSE

The doll twitches, twitches and then takes a step. The eyes blink and ILSE takes a couple of steps before collapsing.

INT. NIGHT – APOTHECARY SHOPPE

Ivan huddles under the counter as a rhythmic booming permeates the air. The things that he has stacked in front of the door shake with each boom.

EXT – NIGHT – MAIN STREET

The mob pounds on the door and the wall as they are spurred along by the screeching murder.

EXT – NIGHT – WHIRLIGIG

RANDY and MIKE lean against the machine smoking their evil cigarettes and watching the goings on.

INT – NIGHT – PAY HOUSE

ILSE is in a heap on the floor, shaking. The camera moves closer and closer to her face as the shaking becomes more severe.

CLOSE IN on ILSE’S face. Her eyes fly open as her mouth forms an “O” of pain and resentment.

FLASH

The sweaty “O” face of a worker thrusts onto screen twice, morphing into another and another (POV – The camera is the girl, the workers “are on top”).

FLASH

ILSE on the floor, shaking violently, her hands twitching like she’s trying to wipe bugs off her arms and legs.

ILSE

(screams)

FLASH

ILSE jumps to her feet, holding her head with her eyes screwed shut. Flashes of lightning through the window illuminate her face. Thunder is near-constant.
ILSE moves toward the door.

EXT – NIGHT - MAIN STREET

The mob pounds on the door and the walls. The sound of wood under pressure CRACKS through the air. ILSE bursts out of the PAY HOUSE. She takes a couple of steps toward the RIBBON SHOPPE, leaps and tears the scissor half off the sign. She takes a deliberate step toward the mob, but the murder of Ravens sees her and screams, swerving toward her.

EXT – NIGHT – WHIRLIGIG

MIKE notices ILSE and stands away from the whirligig.

MIKE

Uh oh.

RANDY notices ILSE and stops leaning as well.

RANDY

This can’t be good.

EXT – NIGHT – MAIN STREET

ILSE advances on the murder as they swoop out of the darkness. Feathers, wings, beaks, etc. fly as she clashes with them.

ILSE

(Otherworldly war cry/scream)

INT – NIGHT – APOTHECARY SHOPPE

Ivan is holding the furniture against the door as the pounding continues. Ivan has tears on his face. Suddenly the pounding stops. SCREAMS and YELLS from outside no longer sound sinister, they sound scared.

Ivan moves to the window and looks outside.

EXT – NIGHT – MAIN STREET – POV = THE WINDOW

The street is littered with Raven parts and ILSE is covered with blood. Fireballs shoot out of the darkness and she bats them out of the air with the scissors half. One of the fireballs ricochets and a Raven explodes. The confused human mob, deprived of its protection and incitement, is fleeing.

EXT – NIGHT – WHIRLIGIG

RANDY and MIKE are watching the mayhem. They look at each other.

RANDY

Let’s get back to the office.

MIKE (nods)

Chip should know that we have a whole new state of affairs here.

EXT – NIGHT – MAIN STREET

ILSE kills the last Raven and it begins to rain quite heavily. She walks through the carnage and checks the Raven bodies, stabbing them with the big scissors. She catches sight of Ivan in the window and drops the scissors, standing still for a moment, and PANTING.

ILSE

Ivan.

Ivan remains silent and motionless at the window.

ILSE

Ivan. Come out here. We have to go.

IVAN

Who are you?

ILSE

I am . . . I was . . . My name is Ilse. Come out here, we have to go.

Ivan climbs out of the window and drops to the street. He walks hesitantly toward ILSE.

ILSE

Are you all right, Ivan?

IVAN

Yes. I am. Thank you.

ILSE

Did you get the box?

Ivan gives her a startled look and steps back.

ILSE

Ivan, did you get the box?

IVAN

Yes, but . . . how did you know?

ILSE

I’ll explain it all to you later. We have something else to do here, and we need to be gone before they come back.

Overhead the sound of the whirligig fades into the distance.

ILSE

Now, Ivan.

ILSE takes Ivan by the hand and leads him at a fast jog past the Ferris wheel. The camera pulls back until the shot includes the runners, the mayhem of the street slaughter, and the whirligig disappearing into the sky, the glow of its engines still barely visible. In the distance the sky is growing lighter with dawn.

EXT – DAWN – CARNIVAL

A beautiful sunrise, many colors against the dark pollution, fades in through the previous blackness.

ILSE is in the lead, pulling Ivan by the hand. As they approach the end of the buildings, moving toward the open ground, ILSE is looking around as if trying to find something. Ivan steps on an innocent-looking crack, and the ground gives way beneath him. He disappears into the hole.

ILSE

Oh, Ivan!

INT – MORNING – BURIAL CAVE/MASS GRAVE

Ivan falls through a shaft of dirty light, trailing debris, and lands in a sticky pile of corpses, skeletons, and bones. We can hear ILSE screaming off screen.

ILSE

Ivan! Are you all right?

Ivan sits up and looks around, realizes what he’s landed in, and gapes in horror. He SCREAMS and scrambles around the pile as the dirty shaft of light widens and brightens with the rising sun, showing him just how icky a place he’s fallen into. He scrambles and thrashes his way off the pile onto a sort of floor as ILSE drops into the frame, landing like a ninja, and tries to calm him.

ILSE

Ivan, Ivan, it’s OK. It’s OK. Ivan!

Ivan isn’t calming down. He’s on his back, crab walking backward, away from the pile, MUMBLING.

IVAN

No – no – no – no.

Ivan keeps crabbing until his back hits a wall. The shot pans back to see that he has stopped between two skeletons, both still wearing tattered clothing. There are chucks and shards of metal all around the bodies, some on the floor and some still stuck in the bodies, including, in the forehead of one, a beautiful piece of ornamental iron. One wears a dress and one is wearing a suit. Ivan grows paradoxically calmer with shock at the idea that these two bodies are familiar.

ILSE comes closer to Ivan and speaks soothingly to him.

ILSE

Ivan, it’s OK. It’s OK. Come over here, Ivan.

Ivan scrambles, still terrified, away from the bodies, accidentally knocking the head off his FATHER’s skeleton. It rolls awkwardly down FATHER’S chest, off one leg, and finally stops next to ILSE’S feet. As the skull rolls, it makes a funny rattling noise, as if there were something loose inside it.

ILSE stoops down and picks up the skull, looking into one empty eye socket. She strokes the skull, almost lovingly.

ILSE

Hello, Yuri. It’s been a long time.

ILSE takes hold of the iron piece and LOUDLY WRENCHES it from the skull. Ivan flinches, but he remains quietly watchful despite his distress.

ILSE

There it is. Come here, Ivan.

Ivan steps forward.

ILSE

Put out your hand.

Ivan reluctantly puts out his hand. ILSE turns the skull over and gives it a little shake. A seed similar to a brazil nut rattles around and then falls into Ivan’s hand. He studies it, the horror and fear suddenly gone from his face.

IVAN

What is this? Is this the important thing you were talking about?

ILSE

Yes, Ivan. Keep it safe. Do not lose it.

Ivan looks at ILSE solemnly for a moment, then loosens the flap on his pouch and pulls out the box. It won’t open. He looks at the box for a moment. Then, brightening, he reaches into his shirt, pulling out the key. The key fits into the lock on the box and the lid pops open. Ivan drops in the seed.

ILSE blinks, and tears fall from her eyes. She wipes at the rain-splattered gore on her forehead.

ILSE

Close the box, Ivan. We need to leave now.

IVAN

Where are we going?

ILSE

A very long way away from here.

Ivan closes the box and stuffs it into his pouch. He reaches for the skull that ILSE is still holding and takes it back to his FATHER’S body. He kneels between the bodies of his parents, and puts his FATHER’S head back about where it goes. He kisses the top of the skull. He leans and also kisses his MOTHER’S skull before standing. As Ivan turns toward ILSE, his MOTHER’S skeleton (apparently jostled) tilts toward his FATHER’S skeleton, her skull coming to rest on his bony shoulder.

IVAN

Did she put them here?

ILSE

Who?

IVAN

The Butterfly. The Angel.

ILSE

(hesitates)

Yes. She did.

IVAN

And did she send you to help me?

ILSE

Yes. I suppose she did.

Ivan nods. The camera slowly closes on Ivan as he appears to come to a decision.

IVAN

We should go.

ILSE looks on as Ivan starts away. She blinks away a few tears, and then follows after him.

EXT DAY – RAILROAD BRIDGE

Ivan walks slowly in front of ILSE along the tracks above the water. He looks tattered and exhausted. He stumbles, and ILSE moves to keep him from falling, then lifts him and holds him to her shoulder. Ivan relaxes into her grip, and closes his eyes as she carries him. ILSE begins to HUM the music-box theme. Ivan smiles faintly in his sleep.

EXT DAY – ROWBOAT

A small rowboat follows behind Ivan and ILSE in the water below the railroad tracks. The man rowing it is tall, thin, and has pocks scarring his face. He seems faintly menacing in his hood.

EXT DAY – HEADQUARTERS TOWER

LONG SHOT shows flurries of activity around the whirligig hangars, as squadrons of whirligigs are scrambled.

CLOSE ON the window to CHIP’S office. RANDY and MIKE are standing behind CHIP, who stares out at the camera.

FADE TO BLACK

End Credits.