The Lost Boys

by
Jeffrey Boam

Revised draft

1         EXT. THE OCEAN - NIGHT			 1

CAMERA SKIMMING along the top of the water.  Moonlight on
the surf.  Racing toward the beach where large bonfires
burn.  TITLES AND TITLE SONG.

CAMERA FLIES THROUGH FLAMES revealing:

2         THE SANTA CARLA BOARDWALK		        2

This is the place where it's all happening on warm summer
nights.  MUSIC and NOISE.  Arcades.  Thrill rides.  A
brightly-lit Ferris wheel turning against a jet black sky.

3         INT. CAROUSEL				3

Spinning merrily.  Loud CALLIOPE MUSIC.  Young kids and
teenagers occupy the horses and benches.  A tough group
of "SURF NAZIS" also ride.  "My Beach, My Wave" on their
T-shirts.

The LOST BOYS enter the carousel house.  Cool kids in dis-
tinctive dress.  Compelling; not threatening.  They are
DAVID, MARKO, PAUL, DWAYNE; David the obvious leader.

GREG, the head Surf Nazi, sits in one of the carousel's
benches with his arm around his girl, SHELLY.  He thinks
he's King of the Boardwalk.. And doesn't like it one bit
when Shelly casts an appreciative glance toward David.

David smiles back at her.  Not flirting, just being chi-
valrous.  Greg scowls and takes his anger out on Paul by
tripping him as he goes by.  An insult... a shove.  David
joins Paul.  Surf Nazis join Greg.  The Lost Boys close
ranks.  A major melee seems ready to erupt, when the ugly
end of a nightstick is shoved against his Adam's apple.
A three hundred pound security GUARD is at the other end.
The ride suddenly ends.  CALLIOPE MUSIC STOPS.

		GUARD
	I told you to stay off the
	boardwalk.

For an endless moment David's and the Guard's eyes lock
in mortal combat.  Neither one willing to give ground.
Then David smiles.

		DAVID
	Come on, let's pull.

The Lost Boys begin to leave as the Guard turns to Greg
and the Surf Nazis.
		GUARD
	You too, off the boardwalk.  And
	don't come back!

Greg and the Surf Nazis grumble and leave.  There is
bad blood between them and the Lost Boys, but both groups
hate the Security Guard more.

EXT. BOARDWALK - NIGHT (AERIAL SHOT)

CAMERA TRAVELS through the empty amusement park as the
lights go off systematically.  CAMERA CONTINUES past the
rides to reveal:

4         LARGE, EMPTY PARKING LOT		         4

The Security Guard approaches his lone car carrying his
lunch pail.  Deadly quiet.

VAMPIRE POV SHOT

Zooming down on the Guard.  A rush of air.  High-pitched
SCREECHING.  WHISPERING VOICES.

THE GUARD

looks up -- reacts for a split second -- and then he's
gone -- pulled UPWARD OUT OF FRAME so fast, he's just a
blur.  Only his lunch box -- bouncing on the pavement
-- remains behind.

5         SHOTS OF GROTESQUE CARNIVAL IMAGES ON THE BOARDWALK      5

Clown faces bobbing.  Dark images in the carousel.

6         EXT. DESERTED BEACH - NIGHT		      6

WAVES LAP against the beach.  Lonely and deserted.  No
one around for miles.

All is quiet and still, until... WHOOSH!  THUD!

THE GUARD'S BODY

falls from the sky and lands in the wet sand directly IN
FRONT OF CAMERA.

Horrible and bloodless.  Sucked dry, like a deflated
balloon.  CAMERA PULLS UP, UP, UP until the coastline is
visible to us.  And NIGHT DISSOLVES INTO DAY.

7         EXT. PACIFIC COAST - MORNING		     7

Helicopter shots of the COASTLINE and HIGHWAY 17 approach-
ing Santa Clara:  ocean, agriculture, etc.  CAMERA FINDS
a beat up LAND ROVER pulling a U-HAUL TRAILER.

8         INT. ROVER				   8

LUCY ANDERSON drives -- late thirties, sexy, warm, com-
fortable with herself -- a bit of a free spirit.  SAM,
11, a victim of too many afternoons in shopping malls
watching Bratpack movies, sits next to her in his trendy
duds, suffering the foreign coastline with his large
Malamute dog NANOOK.

MICHAEL, in his late teens, slumps in the back seat.  He
is a loner, an independent and not enjoying the ride.

		LUCY
	We're getting close...

		SAM
	What's that smell?

		LUCY
	       (filling lungs)
	Ocean air!

		SAM
	Smells like something died.

		LUCY
	Guys, I know it hasn't been easy...
	the divorce and now the move...  but
	I think you're really going to like
	living in Santa Carla...

No reply.  Her sons look unconvinced.

		LUCY
	How 'bout some music.

She turns on the radio to COUNTRY AND WESTERN.

		SAM
	Keep going.

She next finds an EASY LISTENING station.

		MICHAEL
	Keep going.

She next finds Donovan singing "Mellow Yellow."

		SAM/MICHAEL
	Keep going.
		LUCY
	       (laughing)
	Wait.  Haight-Ashbury!  The summer
	of love!  'Mellow Yellow.'

		SAM/MICHAEL
	Keep going!

They all laugh as Lucy turns the dial to a CURRENT ROCK
HIT and the boys relax.

THEIR POV - LARGE BILLBOARD

Showing Boardwalk, Pier, etc. Reads:    "Welcome to Santa
Carla."

As they pass, only Michael notices what has been spray
painted on the back of the sign:  "MURDER CAPITAL OF THE
WORLD."

MUSIC CONTINUES over:

9         EXT. SANTA CARLA - MORNING		       9

ESTABLISH Summer/Fun atmos -- Bikinis, Surfers, Bikers,
Colorful Locals, etc.

HIGH SHOT soaks in boardwalk and surrounding area as
CAMERA MOVES DOWNWARD finding Sam and Nonook in the crowd
running to:

10        EXT. GAS STATION/SURF RENTAL/TRAMPOULINE RIDE	  10

In the center of the action.  Lucy pumps gas into the
Rover as Sam runs up to her.

		SAM
	Mom, there's an amusement park
	right on the beach!

		LUCY
	That's the boardwalk, Sam.

		SAM
	Can we go now, huh?
		LUCY
	Maybe later.  Grandpa's expecting
	us.

Lucy is disturbed as she notices TWO RUNAWAY TEENAGERS
RUMMAGING through a nearby garbage bin for something to
eat.  She and Sam are distracted however as they see
Michael rolling his HONDA MOTOR BIKE from out of the
U-Haul.
		MICHAEL
	I need to stretch my legs.  I'll
	follow you.

The Attendant gives Lucy five dollars in change.  She
hands it to Sam, indicating the Two Runaways.

		LUCY
	Tell them to get something to eat.

		SAM
	I thought we were poor.

		LUCY
	Not that poor.

Sam runs off as Michael starts his prize possession.

		LUCY
	Still mad at me?

		MICHAEL
	For what.

		LUCY
	For everything.

Michael can't deal with this and just roars his engine.

		LUCY
	If you want to check it out and
	meet us later it's okay.

Sam returns, having heard this.

		SAM
	What!?  He can and I can't?!  No
	fair!!

		MICHAEL
	That's okay, Mom.  I can see it
	later.  I'll help you unload.

Lucy seems pleasantly surprised by Michael's display of
responsibility.  She and Sam get in the Rover as the
Runaways shout to them.

		RUNAWAY
	Hey, thanks, lady.

		LUCY
	       (to Runaways)
	Use some of it to call home.
	       (to Sam as they
	        pull out)
	Those kids look like me twenty
	years ago.

		SAM
	When you ran away from home, hitch-
	hiked to Berkeley, spent the night
	in Golden Gate Park and begged for
	spare change in the morning?

		LUCY
	You've heard this story before?

		SAM
	So many times, I'm starting to
	think it happened to me.

11        EXT. GRANDPA'S HOUSE - DAY		       11

A long winding road leads to the old lodge-like funky
house.  The Land Rover pulls up followed by Michael on
his motorbike.

GRANDPA, a rugged individualist wearing old denims,
Indian moccasins, long grey braid down his back, is a
lifeless form on the front porch.  Lucy and sons approach.

		MICHAEL
	He looks dead.

		LUCY
	He's just a deep sleeper.

		MICHAEL
	He's not breathing, Mom.

Lucy becomes concerned as she feels his head.

		SAM
	If he's dead can we move back to
	Phoenix?

Before Lucy and Michael can belt Sam, Grandpa opens his
mischievous eyes.

		GRANDPA
	Playin' dead... and from what I
	heard, doin; a damn good job of
	it, too.

Michael and Sam exchange weird looks as Lucy hugs her
father.

12        INT. GRANDPA'S LIVING ROOM - DAY		 12

Large, lodge-like; funky leather furniture and Indian
blankets.  Michael carries in his BARBELLS while Sam
struggles with his MAMMOTH COLLECTION OF COMIC BOOKS.

		MICHAEL
	This is kind of a cool place.

		SAM
	       (deadpan)
	I'm so excited I just can't hide
	it.  I'm about to lode control and
	I think I like it.

		MICHAEL
	Will you give Mom a break?

Sam follows Michael into the...

13        KITCHEN				  13

As Michael, about to put his barbells down on back porch,
pumps a few times for good measure.

		SAM
	Grandpa does not own a T.V.  Have
	you noticed?  There's no T.V.
	Santa Carla has no malls, no
	Cineplexes and now I won't even
	have MTV.  I will not know anything
	hip happening anymore.

		MICHAEL
	Hey, Sam, we're flat broke.

		SAM
	Even poor people have T.V.s

14        EXT. GRANDPA'S HOUSE			   14

Nanook dashes about discovering nature, while Grandpa
helps Lucy unload the U-Haul.

		GRANDPA
	Lucy, you're the only woman I ever
	knew didn't improve her situation
	by getting divorced.

		LUCY
	A big legal war wasn't going to
	improve anybody's situation.  We've
	all been through enough.  Besides
	I was raised better than that.
	Thanks for having us, Dad.

She hugs him, accidentally pulling on his braid.

		GRANDPA
	Ouch, my hair...

		LUCY
	When I dressed like you do now,
	you threw me out of the house.
	I used to hate your short hair
	and your uptight suits... then I
	went ahead and married one... I
	went Yuppie and you became a
	hippie... Were still out of synch.

15        INT. AN UPSTAIRS BEDROOM		         15

Sam is stacking his comic book collection on the shelves
when Michael enters.

		MICHAEL
	This room is mine.

		SAM
	I was here first.

		MICHAEL
	Okay.  I'll flip you for it.

Sam can see it's his only chance.

		SAM
	Okay...

Michael smiles, grabs Sam suddenly and "flips" him upside
down.  Michael is laughing, but his tone changes dramati-
cally when Sam reaches out, grabs hold of Michael's crotch
and squeezes hard.  Michael drops Sam.

		MICHAEL
	Owwww!  You little shit!

Sam is out the door as Michael pursues.

16        DOWN THE STAIRCASE THROUGH THE LIVING ROOM	     16

Sam yells to Lucy, who is outside.

		SAM
	Help me, Mom.  Help.

		LUCY
	Soon.

Sam tears open a pair of old sliding doors and runs into:

17        THE OLD BAR				  17

Stuffed animals of all kinds staring down at him:  Squir-
rels, birds, cats, etc.

Also, boxes of eyes, pelts, hides, wooden animal forms.
In other words, all the equipment and accouterments of
a taxidermist.

MICHAEL

dashes in.  Both boys stare in wonder.

The whole scene is very weird.  Suddenly a voice from
behind.

		GRANDPA
	Rules!

Both boys jump, Grandpa is behind them.

		GRANDPA
	Got some rules around here.

18        INT. KITCHEN				 18

Grandpa opens the refrigerator revealing a shelf with a
cardboard flap on it reading:  "Old Fart."

		GRANDPA
	Second shelf is mine... keep my
	root beers and double-thick Mint
	Oreo cookies there... Nobody
	touches the second shelf...

Grandpa closes the door as Michael notices something out
the window, as they follow Grandpa back towards the
living room.  Michael points to a small marijuana crop
growing outside.  Sam is puzzled but Michael make a
"smoking a joint" gesture.

19        LIVING ROOM (CONTINUOUS)		         19

They follow Grandpa.
		GRANDPA
	When the mailman brings the T.V.
	Guide on Wednesdays, sometimes
	the corner of the address label
	will curl up... You'll be tempted
	to peel it off.  Don't.  You'll
	end up rippin' the cover and I
	don't like that...

He disappears into the Taxidermy.

		GRANDPA
	... And stay outta here.

		SAM
	You have a T.V.?

		GRANDPA
	No, I just like to read the T.V.
	Guide.  Read the T.V. Guide, you
	don't need a T.V...

20        INT. THE KITCHEN - NIGHT		         20

Michael, Sam and Lucy do the dinner dishes together.  The
radio is playing.  A HIT FROM THE SIXTIES comes on.
"Land Of A Thousand Dances."  Lucy begins to move to the
music.  Then she puts down her dish towel and starts to
dance.

		LUCY
	This is how we used to do it.
	'Pony Time.'

Lucy grabs Sam by the hand and pulls him away from the
sink.  He copies her.  In fact, he's even more wild.
Lucy and Sam are laughing and having a great time.  Lucy
and Sam try to include Michael, but he's embarrassed.

21        EXT. BEACH IN FRONT OF THE BOARDWALK- NIGHT	    21

Michael and Sam walk across the beach, around the burning
bonfires.  The beach is crowded.  Greg and the Surf Nazis
hang out.  It is all very strange and exciting to Sam and
Michael who make their way towards the lively boardwalk.
Sam fusses with his "mussed" hair and trendy clothes.

		MICHAEL
	You're beautiful.

		SAM
	Wanna change my hair, my clothes,
	my face.

They go up the stairs near the bandstand.  A LOUD ROCK
GROUP performs.  The crows and action are exciting.
Michael and Sam make their way through the young people..
Michael suddenly sees:

STAR

A heart-stopping young beauty.  Different from anyone in
the crowd, listening to the music and even though she's
with LADDIE, 14, a sweet-faced but sad boy, she seems
alone.  As the MUSIC BUILDS, she suddenly feels Michael's
gaze and their eyes meet.  She is a person looking for a
friend.  Michael smiles.  Star wants to smile back, but
she can't, and reaching for Laddie, disappears through
the crowd.  Michael grabs Sam and follows.

22        EXT. SANTA CARLA PIER - NIGHT		    22

In view of the boardwalk, but quite a distance away.
Lucy, in a soft summer skirt and blouse walks on the busy
pier; restaurants, souvenir stores, boat rentals, etc.
A "brain dead" ex-hippie is preaching; ranting and raving.
Lucy falls in step for a moment with a TOURIST COUPLE
who are smiling over the ex-hippie.

		LUCY
	I think I dated that guy.

The couple chuckle and disappears in the crowd as Lucy
comes across a kiosk with dozens of local ads for apart-
ments for rent, fishing boats, seminars, and many flyers
with missing children.  Being added to this is a xeroxed
flyer with a picture of the heavyset Security Guard we
saw killed.  "MISSING" in large black type over his photo.
This is being placed there by his WIFE AND TWO CHILDREN.

Lucy passes the sad woman and their eyes meet for a
second.  Lucy notices a "HELP WANTED" SIGN in a restau-
rant window.  As she goes to inspect it however, she
suddenly becomes aware of a YOUNG BOY looking very lost
in the middle of the summer crowd.

23        POV OF LUCY				  23

tending to the child.

This is through a store window looking out onto the pier
with the boardwalk in the distance.  A BUZZER SOUNDS.

AND POV MOVES THROUGH THE DOORWAY OF A VIDEO STORE.

as the LOST BOYS enter aggressively.
These POV's belong to MAX, the tall good-looking friendly
owner of VIDEOMAX, a trendy video/souvenier store with
banks of TV MONITORS filled with rock and cartoon images.
Max is not happy with the appearance of the LOST BOYS
in his store, who seem only interested in causing trouble
and cruising the attractive YOUNG BLACK CASHIER.  Max is
just about to deal with them, when the BUZZER SOUNDS
again, and Lucy enters with the child.

		LUCY
	This boy seems to be lost.

David and the Lost Boys watch Lucy and the child.  Max
is delighted to see Lucy in his store.

		LUCY
	I thought maybe his parents
	might be in here?

Max is just about to help Lucy when a frantic YOUNG
MOTHER comes dashing into the store.

		MOTHER
	Terry... Oh, thank God... I was
	so worried...

She grabs the child, effusively thanking Max and Lucy.
Max gallantly hands a lollipop to Terry as the mother
thanks them some more and leaves.  Max hands Lucy a
lollipop next.

		LUCY
	No, thanks.

She smiles as the Lost Boys shuffle past heading for the
door.  Max speaks to David.

		MAX
	I told you not to come in here anymore.

David smiles his smile and leaves with his guys.  Max
sees Lucy watching him.

		MAX
	Wild kids.

Outside David and the guys get on their bitchin' bikes
and peel out.

		LUCY
	Oh, they're just young.  We were
	that age, too, once.  Only they
	dress better.

		MAX
	You've got a generous nature.  I
	like that in a person.  My name is Max.

		LUCY
	Lucy.

		MAX
	So what can I help you find tonight,
	Lucy?  We've got it all.  Best
	selection in Santa Carla.

		LUCY
	I'm not looking for a tape.  What I
	need is --

		MAX
	-- a job.

		LUCY
	Do I look that needy?

24        EXT. BOARDWALK - NIGHT			 24

Michael walks briskly past the rides through the crowds.
Sam has trouble keeping up as they turn down an alley.

		SAM
	Where are we going?

		MICHAEL
	Nowhere.

		SAM
	Then what's the rush?  You're
	chasing that girl, why don't you
	just admit it?  I'm at the mercy
	of your sex glands!

		MICHAEL
	Don't you have something better
	to do than follow me around all
	night?

Then, Sam realizes that he's standing directly in front
of a GREAT SECOND-HAND COMIC BOOK STORE.

		SAM
	As a matter of fact, I do.

With that, Sam walks away from Michael.  And Michael
continues his search alone.

25        INT. COMIC BOOK STORE			  25

Weirdness hangs in the air.  Sam enters.  It seems empty.
Sam begins to examine the treasure trove of comics when
he suddenly becomes aware of TWO TEENAGERS, EDGAR and
ALAN -- tough little dudes in fatigues with cold eyes --
victims of too many Chuck Norris movies.  They are busy
stacking old comics on the racks from cardboard boxes.
They are the FROG BROTHERS.

		SAM
	You can't put the Superman D.C.
	#3400 series with the #500's...
	it's a different artist.

The Frogs just look death at him, but Alan notices
something.

		ALAN
	       (to Edgar)
	He's right.

They begin to correct their mistake, as Sam speaks again.

		SAM
	And these Archies should be over
	here with the Richie Rich's.

		EDGAR
	Where the hell are you from,
	Kryton???

		SAM
	Phoenix actually and these
	Bullwinkle and...

		ALAN
	Just passing through Santa Carla?

		SAM
	No, I'm a resident as of today
	and you'll probably be seeing a
	lot of me... I've been collecting
	comic books all my life...
	perhaps you'd like to see my
	collection?

Alan looks to Edgar as Edgar pulls a comic from the shelf.

		EDGAR
	If you're gonna live around here,
	then here's one you don't wanna
	be without.

He hands Sam a comic entitled Vampires Everywhere.

		SAM
	I don't like horror comics.

		ALAN
	This one could save your life.

26        EXT. THE BOARDWALK			     26

Michael is on Star and Laddie's tail.  He keeps pace
with her, walking a safe distance behind.  She becomes
aware of him.  She looks over her shoulder -- then
suddenly stops.

		STAR
	Are you following me?

		MICHAEL
	Well, I...

		STAR
	Did you want to talk to me?

		MICHAEL
	Well... yeah.  Sure.

		STAR
	Okay.  Talk.

		MICHAEL
	I just wanted to... I, uh...

Sam rushes up carrying his comic.

		SAM
	Mom's here.

Laddie notices the vampire comic.

		SAM
	Let's go.

		STAR
	       (very sweetly)
	Nice talking to you.

She smiles and walks away.

27        EXT. BOARDWALK ENTRANCE - MINUTES LATER	        27

Michael argues with Lucy as Sam climbs into the Rover.

		MICHAEL
	It's early.  Why do we have to
	go home?

		LUCY
	Bring your own wheels tomorrow
	night and you can stay as long
	as you want... well 'til eleven
	thirty maybe.

		MICHAEL
	I'll hitch.

		LUCY
	Oh, no, you won't.

		SAM
	Mom, you hitched all the way to
	Berkeley once, remember?

		MICHAEL
	Mom, just give me five more minutes.
	Just five minutes, okay?

Lucy nods as Michael dashes off into the crowd.

		SAM
	He met a girl.

		LUCY
	I guess no one cares what I got
	a job.

		SAM
	Can we get a T.V.?

28        EXT. ANOTHER PART OF THE BOARDWALK		   28

Michael rounds the turn and stops short.

Star and Laddie are surrounded by the Lost Boys.  Michael
feels upstaged.  The Lost Boys look his way -- but there
is nothing threatening in their expressions.

They all have motorcycles.  They climb on and GUN their
engines.  Star climbs on behind David, putting her arms
around him.

They ROAR away.  Michael is left standing alone.  Star
smiles as she disappears into the night.

29        EXT. BEACH IN FRONT OF BOARDWALK - EARLY MORNING         29

The bonfires from the previous night are smoldering in
the morning haze.  Runaway kids sleep on the beach.
30        EXT. GAS STATION/SURF RENTAL/TRAMPOULINE RIDE -	30
EARLY MORNING

Michael parks his bike, as he and Sam rent surf boards
and wet suits.

31        EXT. BEACH				   31

Michael carries his board under his arm as Sam drags his
behind.

		SAM
	Do I have to do this?

		MICHAEL
	Come on, Sam, you know before
	there were malls there was 'like
	the ocean.'

32        VARIOUS SHOTS				32

Michael leans to "master" the art of Surfing.

He's very athletic and it doesn't take him too long to
get the hang of it.

Sam is disaster, however, and settles for watching
Michael along with the huge Santa Carla Seals who seem-
ingly applaud Michael.  Suddenly he is wiped out, however,
by Greg and the Surf Nazis who surf right past him.

		GREG
	My beach, my wave, dude.

Michael wipes out as the Seals applaud.

33        INT. THE VIDEO STORE - DUSK		      33

Lucy's first day on the job.  MARIA, the hot-looking black
cashier, shows Lucy the ropes.

		MARIA
	I'd be out on the street if it
	wasn't for Max.  Nobody would'a
	given me a job the way I looked
	when I walked in here.

		LUCY
	I haven't seen him all day.

		MARIA
	He only comes in nights.
	He's busy opening another
	store in Los Gatos.  Much
	bigger than this one.

Lucy sees Michael and Sam drive up on Michael's Honda.
She goes out to meet them.

34        EXT. VIDEO STORE			       34

Sam leaps off the motorbike.  Michael GUNS the engine.

		MICHAEL
	See you later.

		LUCY
	I get off in another twenty
	minutes.  I thought maybe we'd
	all get a bite together.

		MICHAEL
	I'll pass.

With that, Michael peels off.

35        EXT. THE BOARDWALK - NIGHT		       35

Michael is purchasing a BLACK JACKET from the PUNK STORE
on the boardwalk.  He likes his reflection.  It's the
kind of jacket the Lost Boys would wear.  CAMERA TRAVELS
with him as he gets into his new attitude.  He stops near
an EAR PIERCING CONCESSION and actually considers it.

		STAR (O.S.)
	It's a rip-off.

Michael is floored to see Star standing behind him.

		MICHAEL
	Hi...

		STAR
	If you want your ear pierced,
	I'll do it.

He follows her as they move along the busy Boardwalk.

		MICHAEL
	What's your name?

		STAR
	Star.

		MICHAEL
	Oh.  Your folks, too, huh?

		STAR
	What do you mean?

		MICHAEL
	Ex-hippies.  My mom was one.   I
	came this close to being called
	Moon Child, or Moon Beam or
	something.
	       (beat)
	But Star's great.  I like Star.

		STAR
	Me, too.

		MICHAEL
	I'm Michael.

		STAR
	Michael's great.  I like Michael.

Michael smiles awkwardly at Star's playfulness.  For a
moment they walk in silence.

		STAR
	I guess you're new around here.

		MICHAEL
	Sort of.  We used to come here
	summers when I was kid.  Now
	we're here on a permanent basis.

She seems pleased by that news.  Michael gives her a look.
He can't believe his good fortune.

		MICHAEL
	Are you hungry?  Wanna get
	something to eat?

		STAR
	Okay.

36        EXT. BOARDWALK PARKING AREA - NIGHT		  36

As Michael and Star approach Michael's Honda, the Lost
Boys arrive on their motorcycles.  Laddie sits behind
Paul.  David is astride a THROBBING TRIUMPH.  Michael
looks uneasy; out-classed and out-numbered.

		DAVID
	       (to Star)
	Where you going?

		STAR
	For a ride.

		DAVID
	        (glancing at Michael)
	With him?

		STAR
	Yeah.

David GUNS his engine, then lets it REV BACK DOWN.

		DAVID
	       (to Michael)
	I'm David.
	       (indicates the others)
	Paul... Dwayne... Marko.

Laddie speaks up, having been passed over.

		LADDIE
	Hi... I'm Laddie.

		STAR
	This is Michael.

Silence.  Nobody moves, but glances are exchanged all
around.

		MICHAEL
	       (to Star)
	We still going?

		DAVID
	Honda 250, huh?

		MICHAEL
	That's right.

		DAVID
	C'mon, Star.  Climb on.

		MICHAEL
	Star?...

She gives Michael an apologetic look, then climbs onto
the motorcycle behind David.

		DAVID
	Know where Hudson's Bluff is?
	Overlooking the point?

David again GUNS his ENGINE and Michael gets his meaning.

		MICHAEL
	I can't beat a Triumph.

		DAVID
	You don't have to beat me,
	Michael.
	       (pause)
	Just try to keep up.

37        EXT. BOARDWALK STEPS			   37

The motorcycles BOUNCE down the steps and hit the beach.

38        EXT. THE BEACH			         38

Now they pick up speed as they spin out from the board-
walk, spraying sand into the air and REVVING their
ENGINES.

People on the beach turn to look as the motorcycles ROAR
by, heading for a more deserted section of sand.

39        AERIAL VIEW				  39

Of ALL FIVE MOTORBIKES weaving between the ROARING
BONFIRES.

40        CLOSE SHOTS - THE LOST BOYS		      40

Their faces are alive with the excitement and the thrill
of the ride.

41        CLOSE ON MICHAEL			       41

Cautious.  Worried.  Doing his best to keep up.

42        EXT. THE SHORELINE			     42

The motorcycles speed through the surf.

43        ANOTHER ANGLE				43

They head for the pier at full speed.  The thick wooden
pilings present a hazardous obstacle course.  Michael
SKIDS and slows down.

The Lost Boys do just the opposite.  They increase their
speed as they approach the pilings.

44        EXT. BENEATH THE PIER			  44

David and the others thread their way between the pilings
at breakneck speed -- executing turns and avoiding col-
lisions in a way that doesn't seem possible.

45        MICHAEL				  45

travels through the pilings, trying to keep up.

46        EXT. DUNE-FILLED BEACH			 46

An area of gently rolling sand dunes.  A bonfire burns
beside one of these dunes.  We HEAR the THUNDEROUS RUMBLE
of approaching motorcycles and one-by-one the Lost Boys
sail off the edge of the dune -- fly through the flames
of the bonfire -- and land upright on the beach below.

MICHAEL

is the last one to try this.  He's determined not to
chicken out.  He speeds up the dune -- flies through the
flames -- and hits the beach.  He almost falls -- but
immediately rights himself.

Star looks back from her position behind David and gives
him a smile.  The Lost Boys also favor him with approving
looks.

47        EXT. RAILROAD TRESTLE			  47

Michael and the Lost Boys -- silhouetted against the
night sky -- speed across the trestle.

48        MICHAEL AND DAVID			      48

now travel side-by-side.  Star's hair blows in the wind.
She reaches out her hand toward Michael.  Michael reaches
out his.  Their hands touch for a moment -- then David
turns to Michael.

		DAVID
	      (shouting above the
	       noise of the WIND
	       and the MOTORS
	 Now we race!!

David smiles -- and speeds ahead.  Michael takes off
after him.

49        EXT. HUDSON'S BLUFF - NIGHT		      49

David's Triumph streaks across the flat surface of the
bluff.  Michael is not far behind.

MICHAEL'S POV

The bluff terminates in a shear five hundred-foot drop
into the CRASHING SURF below.  And it's coming up fast.

DAVID

ROARS toward the abyss, seemingly heedless of the peril
that lies before him.

MICHAEL

begins to show fear.  It's as is he's going to shoot off
the edge of the world.  He brakes and spins out, nearly
losing control of his bike, sliding toward the edge.

DAVID

BRAKES!  The tires lock and the TRIUMPH SKIDS to a stop.

CLOSE ON TRIUMPH'S FRONT TIRE

Hanging slightly over the edge of the bluff.  The PACIFIC
OCEAN CRASHES POWERFULLY against the moon-lit rocks below.

MICHAEL

slides next to him, slightly over the edge.

50        FULL SHOT - THE BLUFF			  50

The other boys now arrive on their motorbikes.  David
calmly climbs off his bike.  Michael explodes and punches
him.  The other boys fall silent.

Star looks to Laddie.  Michael prepares for David's
retaliation, but David surprises everyone by smiling his
irresistible smile at Michael.

		DAVID
	How far you willing to go, Michael?

51        EXT. BLUFF FROM THE OCEAN'S POV		  51

A beautiful magic spot.  David, Michael, Star and the
others climb down old condemned wooden stairs, passing
huge signs on old rusted pilings reading:  "CONDEMNED,"
"UNSAFE," "UNLAWFUL TO GO PAST THIS POINT."  The group
presses on toward a LARGE OPENING IN THE ROCKS.

52        INT. CAVE				52

The group enters and Michael can't believe his eyes.

A VICTORIAN HOTEL LOBBY

has seemingly dropped through a crack in the earth.  It
is tilted and broken, but nearly intact:  Front desk,
lobby mural; wrought-iron elevator, and more.

Shafts of moonlight shoot down from cracks in the ceiling.

		DAVID
	This was the hottest resort in Santa
	Carla back about eighty years ago.
	Too bad they built it right on top
	of the San Adreas fault.
	       (beat)
	In 1906, when the big one hit San
	Francisco, the ground opened up and
	this place took a header into the
	crack.

		PAUL
	Man, you wouldn't believe the cool
	stuff we've found in here.

Michael glances at Star.

		STAR
	C'mon, Michael.  I want to go.

		DAVID
	No.  Stick around.

		MICHAEL
	We were gonna grab some food.

		DAVID
	Good idea.
	       (turns)
	Marko.  We're hungry.

Marko nods and leaves.

		DAVID
	See?  All you gotta do is ask.
	       (lights up a
	        joint)
	How about an appetizer?

David takes the first hit, then passes it to Michael.
Star seems troubled.

53        EXT. GRANDPA'S HOUSE - ESTABLISHING - NIGHT	    53

54        INT. SAM'S BEDROOM - NIGHT		       54

Sam is lying in bed reading Vampires Everywhere.  Lucy
enters.

		LUCY
	Ten o'clock.  Lights out.

Lucy opens the closet and throws a few items inside, then
walks away.

		SAM
	Mom.

She closes the closet door.

		LUCY
	I can't sleep with the closet
	door open, either.  Not even a
	crack.
	       (pause)
	Your father doesn't mind, though.
	It could be wide open for all he
	cared.  I think one of the reasons
	I divorced him was because he
	never believed... in the horror...
	of the closet monster!

		GRANDPA (O.S.)
	Closet monster!?

Taken by surprise, Lucy and Sam yelp like a pair of
scared puppies.

		LUCY
	Dad!  Don't sneak up on people
	like that!

		GRANDPA
	It's called the Indian walk.
	Walkin' without makin' a sound.

Grandpa is holding something behind his back.

		GRANDPA
	Brought you a little somethin' to
	dress up your room with, Sam.

Grandpa reveals what's behind his back:  A grotesque
stuffed woodchuck.  Raised up on its hind legs.  Teeth
exposed.  Very ugly, indeed.

Lucy and Sam hide their revulsion as Grandpa proudly
places the monstrosity on the dresser.

		SAM
	Thanks, Grandpa...

		GRANDPA
	Lots more where he came from.

		LUCY
	Lights out, Sam.

		SAM
	Soon as I finish this comic.  Okay?

Lucy nods and exits the room.  Grandpa follows her out.
Sam is left alone to finish the comic.  But he can't
concentrate.  The woodchuck seems to be staring at him.
Finally, Sam leaps out of bed, grabs the woodchuck and
puts him in the closet.  SLAMMING the door tightly.

55        INT. LOBBY/CAVE - NIGHT			55

MUSIC IS PLAYING from a ghetto blaster.  Very loud.  Very
hypnotic.  Dwayne makes graceful moves with a skateboard
beneath his feet.  Everyone is very mellow; very dreamy.

		MICHAEL
	       (to all)
	Where are you guys from?

		PAUL
	We're from right here.

		MICHAEL
	I mean, where do you live?

		DWAYNE
	Right here.

		MICHAEL
	You live here?  Your folks let
	you?

		PAUL
	Is he talking parents?

		DWAYNE
	       (laughing)
	What are they?

The others laugh, too.  Michael looks confused.

		DAVID
	We do what we want, Michael.  We
	have complete freedom.
	       (beat)
	Nobody knows about this place...
	and nobody knows about us.

Michael is intrigued -- and David sees it.  He steps
closer to him.

		DAVID
	Freedom, Michael.  No parents.
	No rules.
	       (smiles)
	Hell, we're as free as birds.

Marko suddenly arrives bearing cartons of take-out food.

		MARKO
	Chow time!

David takes the cartons from his hand.

		DAVID
	Chinese!  Good choice.

He pops the lid on one of the cartons and approaches
Michael with it.

		DAVID
	Guests first.

Michael hesitates.

		DAVID
	It's only rice.  Don't you like
	rice?  300 million Chinese people
	can't be wrong.

Michael takes the carton warily and David immediately
turns his back on him, passing out food to the others.

Michael takes a mouthful of rice using the plastic spoon
provided.  The others begin to eat as well.

		DAVID
	So how do you like those maggots,
	Michael?

		MICHAEL
	What?...

		DAVID
	You're eating maggots.  How do
	they taste?

Michael looks at his food.

56        CLOSE ON THE CARTON			    56

A thousand wiggling maggots, squirming and sliding over
each other.

57        MICHAEL				  57

spits out his mouthful in horror and revulsion and throws
the carton to the ground.

But as the carton spills out, we see that it is just rice
after all.

The boys LAUGH UPROARIOUSLY.  Michael looks mortified.
Star gets to her feet.

		STAR
	Leave him alone.

		DAVID
	Sorry, Michael.  No hard feelings,
	huh?
	       (offers a new
	        carton of food)
	Here.  Try these noodles.

Michael looks at the noodles and his expression turns to
one of disgust.

		MICHAEL
	Worms!

58        CLOSE ON THE CARTON			    58

A hundred squirming bloodsuckers!

59        BACK TO SCENE				59

		DAVID
	Worms?...

David tilts back his head and pours the contents of the
carton into his mouth.  The slimy bundle of worms slides
slowly across his lips.

Michael looks on with a sick expression.  He grabs
David's arm.

		MICHAEL
	Don't!  Stop!

		DAVID
	Why?
	       (beat)
	They're only noodles.

David shows Michael the carton again.  And sure enough,
they are only noodles.  Michael is baffled.  The boys
have a good, long laugh at his expense.

		STAR
	That's enough!

The laughter dies down as a NEW SONG comes on the radio.
It's apparently a favorite of the Lost Boys because the
MUSIC is immediately TURNED UP LOUD and all thoughts of
Michael seem to be forgotten.

Everyone begins to move to the music.  Star encourages
Michael to dance with her.  He's feeling the effects of
the joint he smoked and his balance is a little off.  His
head is spinning.

During all this, David has located a bottle of wine.  He
pours some into a paper cup and offers it to Michael.
Michael is about to drink when Star holds his arm.

		STAR
	       (softly)
	Don't Michael.  You don't have
	to.  It's blood!

Michael examines the contents of the cup and smiles know-
ingly.  He's not falling for any more tricks.

		MICHAEL
	Good joke, blood.

Michael brings the cup to his lips and drinks.  The Lost
Boys watch him carefully.  Wine drips from the corner of
his mouth.  But it looks more like blood than anything
else.

Michael lowers the cup.  The room is spinning around him.
Suddenly:  SLOW-MOTION.  DREAMY MUSIC.

THE CAMERA TAKES OFF

whirling up into the air so that our VIEW of the lobby is
now from HIGH ABOVE.

60        INT. MICHAEL'S BEDROOM - NEXT DAY		60

Michael cringes in his sleep, as Sam invades his bedroom
from their common bathroom.

		SAM
	Michael, come on.  It's one
	o'clock already.

Sam yanks open the blinds.

		MICHAEL
	Go away.

		SAM
	You're supposed to watch me and
	entertain me, and make me
	appreciate the brief but happy
	years of childhood.

		MICHAEL
	Entertain yourself.

Michael pulls the covers over his head.

61        INT. LIVING ROOM - DAY			 61

Sam accompanied by Nanook sneak a peek into Grandpa's
taxidermy room.  Grandpa is hard at work.  Sam doesn't
dare go inside.

62        EXT. BACK OF HOUSE - DAY		         62

Sam and Nanook check over Grandpa's OLD PICKUP parked
in the back yard filled with fencing materials; posts,
rails and boards.

		SAM
	Nanook... this is my life:  I come
	from a broken home.  My mother
	works all day.  My brother sleeps
	all day.  And my Grandpa, who is
	possibly and alien, stuffs
	chipmonks.

Then he notices the marijuana garden next to it.

Running into the kitchen, he comes back with a book
of matches.

Breaking off a leaf, he rolls it and is just about to
light it when Grandpa's voice makes him choke.

		GRANDPA (O.S.)
	Whatcha doin'?

Sam palms the evidence.

		SAM
	Grandpa, stop doin' the Indian
	Walk!

		GRANDPA
	Gotta keep in practice.  It's a
	dyin' art.

		SAM
	Good!

		GRANDPA
	Whatcha doin' over here?

		SAM
	Oh... I was just... having a look
	at your truck.  What's all that
	wood in there for?

		GRANDPA
	Been fixin' to build me fence
	one of these days.  Bought all the
	materials, then put it off...
	for about ten years.
	       (sighs)
	Well, one more day won't hurt.
	Wanna go into town with me?

		SAM
	Great.  I wanna get some new comics.

63        INT. GARAGE - DAY			      63

A classic 1957 CHEVY in creampuff condition.  Grandpa
takes down an old coffee can from the tool bench and
fishes out the car keys from inside.

		GRANDPA
	Get in.

Sam slides into the car.  Grandpa climbs in behind the
wheel.

64        INT. '57 CHEVY			         64

Grandpa puts the key into the ignition and TURNS OVER the
ENGINE.  It FIRED UP like a dream.

		GRANDPA
	Got to let her warm up a bit.
	Hear that, Sam?  Just like a
	baby pussycat.
	       (beat)
	OKay?!  Let's go to town!

So saying, he TURNS OFF the IGNTION.  Sam looks baffled.
Grandpa climbs from the car and puts the keys back into
the coffee can.  Then he turns to Sam who is still seated
inside the car.

		GRANDPA
	Are we havin' fun or what?

		SAM
	I thought we were goin' into town.

		GRANDPA
	I hate goin' into town.  That's
	about as close to town as I like
	to get.

65        INT. BACK PORCH			        65

Michael, looking very drawn and wearing sunglasses,
stands before his barbells.  He pumps them once, but
can't complete a second rep.  Exhausted, he drops them
down.

66        INT. THE KITCHEN - DAY			 66

Sam is there, looking through the refrigerator.  Michael
enters from the service porch and plops down in a chair.

		SAM
	What did you do last night?  You
	look wasted.

		MICHAEL
	I can't remember much after the
	Chinese food that looked like
	maggots.

That takes care of Sam's appetite.

		SAM
	You don't suppose Grandpa's an
	alien, do you?

		MICHAEL
	What would that make Mom?

		SAM
	You're right... not even to
	mention you and me.

Nanook comes up to Michael and begins to lick the bottoms
of his bare feet.

		MICHAEL
	Beat it, Nanook.

Nanook continues to lick and lick.

		MICHAEL
	Sam.  Make him stop.

Sam pulls Nanook away.  Then he takes a closer look at
Michael's feet.

		SAM
	Did you spill something?

		MICHAEL
	No.  Why?

		SAM
	The bottoms of your feet are
	covered with salt.

Michael gets up from the table and starts to leave
the room.

		MICHAEL
	I told you it was pretty weird
	Chinese food.

		SAM
	Wanna go to the comic book store?

		MICHAEL
	No.

67        INT. COMIC BOOK STORE - DAY (LATER)		  67

Sam parks his bike outside and enters.  He begins looking
around, when he sees the Frog Brothers at work as usual.
They exchange glares and Sam goes to a section he likes.

		ALAN
	How do you like Santa Carla?

		SAM
	It's a pretty cool place if you're
	a Martian.

		EDGAR
	Or a vampire.

		SAM
	Are you guys sniffing old
	newsprint or something?

		EDGAR
	You think you're cool, don't you?
	You think you know what's really
	happening, don't you?  Well, you
	don't know shit, buddy.

		ALAN
	Yeah, you think we just work in a
	comic book store for our dad, huh?

		SAM
	This isn't a comic book store,
	right.  It's a bakery.

		EDGAR
	This is just our cover.  We're
	dedicated to a higher purpose.

		SAM
	Now I get it... you're like those
	people in the airport trying to
	get you to give them money.
	You're part of a cult.

		ALAN
	We're fighters for Truth, Justice,
	and the American Way.

		SAM
	You better get some fresh air.

		EDGAR
	Hey, man, take this... It's on the
	house.

He hands him a comic called Destroy All Vampires.

		SAM
	I don't like horror comics.

		ALAN
	Think of this more as a survival
	manual... there's our number on
	the back, and pray that you never
	need to call us.

		SAM
	I'm gonna pray that I never need
	to call you.

68        EXT. VIDEO STORE - EVENING		       68

Lucy emerged from the store just as Max drives up in his
sports car.  His dog, THORN, an Irish Setter, is in the
seat next to him.

Max leaps from the car.

		MAX
	Say hello to Thorn.

		LUCY
	       (pets him)
	Hi, Thorn.

Lucy begins to walk.  Max falls into step with her.

		MAX
	You know, Lucy, this isn't working
	out like I planned.

Lucy looks alarmed.

		MAX
	       (continuing)
	I never get to see you.
	       (pause)
	Which is, of course, why I hired
	you in the first place.
	       (beat)
	How about dinner one night this
	week?

Lucy's expression tells us that she finds Max charming,
in an incorrigible sort of way.

		LUCY
	You're cute, Max.

		MAX
	I know.  It's so 'Eighties.'
	       (opens her car
	        door for her)
	It's the Cute Decade.

69        EXT. OUTSIDE THE CAVE/LOBBY - CLOSE ON MICHAEL'S EAR -   69
NIGHT

As Star pierces it for him.

		MICHAEL
	Ouch.

		STAR
	Don't be a baby.  That didn't hurt
	and you know it.

A drop of blood appears on her finger.  She reacts,
restraining herself from tasting it.  Quickly she wipes
it off and inserts an earring in his ear.  He looks more
like the Lost Boys every minute.  The ocean CRASHES
against the rocks below them.  The moon and stars are
out.

		MICHAEL
	I wouldn't have given my Mom
	such a hard time about moving
	here if I'd known I was going to
	meet you.

		STAR
	I used to fight with my family
	all the time... just got fed up
	and ran away.

		MICHAEL
	Now you and David...

		STAR
	No.  They've made me one of them,
	but I miss my family.

		MICHAEL
	Let's go see them.

		STAR
	No... no, everything's different
	now...

She gets up and walks toward the water.  Michael stops
her and, pulling her toward him, kisses her, leaning
against the white rocks.

		STAR
	... Michael...

Before she can say anything else he kisses her again.
The kiss becomes more passionate -- more intense.
SUDDENLY LONG DARK SHADOWS LOOM ACROSS THEM.  They turn
to see David, Dwayne, Paul, Marko and Laddie watching.

		DAVID
	Not interrupting anything, I hope.

Michael gets to his feet.  He glares at David.

		STAR
	       (indicating Michael's
	        ear)
	Look.

		DAVID
	You're almost one of us now, Michael.

		MICHAEL
	I'm my own man.

		DAVID
	       (smiles)
	Get your bike.  We're going
	someplace.

Michael looks at Star.

		DAVID
	Don't worry... she'll be here when
	you get back.

Michael hesitates, but is also drawn intensely to be a
part of them.  He leaves with the others as they climb
over the rocks toward their bikes.  Laddie has remained
behind.

		LADDIE
	I had the dream again about them.

		STAR
	Who, Laddie?

		LADDIE
	I know it was them, Star.  I'm sure
	of it.  He was working in the yard --
	hammering something.  The yard was
	big with lots of grass.  There was
	no boardwalk and no ocean.  She
	was bringing him something cold to
	drink... and had red hair.
	       (beat)
	I was there, too.  And a dog -- but
	I don't know its name.  I was
	running and the dog was chasing me.
	Then I turned around and chased
	the dog.  They were watching me.
	Drinking their cold drinks and
	laughing.  And I was laughing, too.

		STAR
	Laddie... you can still remember.
	You can still remember home.

		LADDIE
	It was a dream, Star.

		STAR
	No, Laddie.  It was a memory.

The SOUNDS OF THE BIKES FIRING UP.

		STAR
	You didn't tell David?

		LADDIE
	No.  Just you.

		STAR
	Promise me you'll keep it that
	way.  You're not like the others,
	Laddie.  You're like me.
	       (pause)
	I can still remember, too.

She holds him as Michael and the Lost boys roar across
the beach into the darkness.

		LADDIE
	You like Michael.

		STAR
	I like Michael.

		LADDIE
	       (sweet, fearful)
	You better not like him too much.

As young as he is, Star knows he's right.

70        EXT. RAILROAD TRESTLE - NIGHT		    70

The trestle spans a deep gorge, obscured IN fog.  The boys
arrive on their motorbikes.

		DAVID
	Perfect time.

They climb from their motorbikes as David walks onto the
trestle.

		MICHAEL
	What's going' on?

		DAVID
	       (smiling)
	What's goin' on, Marko?

		MARKO
	I dunno.  What's goin' on, Paul?

		PAUL
	Who wants to know?

		DAVID
	Michael wants to know.

The Lost Boys laugh.  Michael looks irritated.  He watches
as Paul, Marko and Dwayne climb below the trestle, hold
on with their hands and allow their bodies to dangle over
the fog-shrouded gorge.

		DAVID
	Now you, Michael.

Michael hesitates.

		DAVID
	Do it, Michael.  Now!

Michael summons his courage and climbs down.  David
follows him.

71        ANGLE BENEATH THE TRESTLE		        71

All five boys hanging on.  The fog billowing up beneath
them.  Michael starts to look down.  Then, a RUMBLING is
heard in the distance.  Michael notices the look of
excitement in the eyes of the other boys.

A PASSENGER TRAIN is approaching.  It's WHISTLE BLOWS.
The trestle begins to shake.  A look of terror comes into
Michael's expression.

		DAVID
	Hang on!!

The train THUNDERS across the trestle overhead, only a
foot or two above them.

The ROAR and the NOISE are tremendous.  The heat.  The
smoke.  The dust.

The boys grimace and hold on for dear life.  Then,
Michael reacts in horror as:

PAUL

releases his grip and falls, disappearing into the fog
below.

Then:  Marko falls.  Followed by Dwayne.  Only David and
Michael remain.  David shouts over the DIN of the passing
train.

		DAVID
	Let go, Michael!  Let go!

Michael can't believe what he's hearing.  He's scared out
of his wits.

		DAVID
	Do it!

David lets go with one hand, clings on with the other.

		DAVID
	Do it, Michael!!!

David lets go.  He drops from sight; vanishing into the
fog below.

MICHAEL

Sweat streaming down his face.  The final car of the
train passes overhead and the noise begins to fade.
Then Michael hears:  laughter from the fog below.

		LOST BOYS
	Drop, Michael.  Let go!  It's
	safe!  Come on!  Don't be such a
	baby!

They WHISTLE and CAT CALL and do everything they can to
goad him on.  All the while invisible in the darkness
below.

Michael lets go.  He drops into the fog.

His eyes widen with fright -- but -- for a moment he is
buoyant -- suspended in mid-air -- floating!

And then... he drops.  With a WHOOSH.  Like dead weight.
The wind RUSHING around his ears.  He loses consciousness.

DAVID

catches him in his arms.

		DAVID
	Almost.

72        INT. MICHAEL'S BEDROOM - DAY		     72

The shakes are drawn and the room is dark.  Sam rushes
in.

		SAM
	Michael, wake up!  It's Mom!

Michael stirs.

		MICHAEL
	Mom's home?...

		SAM
	No.  On the phone.

Michael glances at the clock.  It's two in the afternoon.

		MICHAEL
	Oh, shit...

He fumbles for his sunglasses.  Finds them and puts them
on.  Then he picks up the phone by his bed.  Sam notices
how long Michael's fingernails are.

		SAM
	Michael... are you freebasing?
	Inquiring minds want to know!

Michael gives Sam a hostile look, then speaks into the
phone.

		MICHAEL
	Hi, Mom...

INTERCUT between Michael and Lucy

73        INT. VIDEO STORE			       73

		LUCY
	Michael, are you still in bed?

		MICHAEL
	No.  I'm up.

		LUCY
	Michael, will you do me a favor
	this evening?  Will you stay home
	with Sam tonight?  I'm meeting
	Max for dinner after work.

		MICHAEL
	       (very unsympathetic)
	I watch him all day.  The only time
	I have more myself is at night.  Let
	Grandpa watch him.

		LUCY
	Grandpa has plans of his own.
	       (firmly)
	Michael, I want you to do this.
	Everybody has been bending over
	backwards for you.  You come home
	late.  You sleep in to the middle
	of the day -- Sam is always alone.
	You do exactly what you want...
	tonight do what I want for a
	change.

Michael is silent on the other end of the line.

		LUCY
	Okay?

		MICHAEL
	       (sweet self)
	Okay.

Michael hangs up the phone -- then notices his growing
fingernails.

74        INT. BATHROOM				74

Michael steps into the shower stall and turns on the
water.  He lets it beat against him.  Suddenly, his ex-
pression turns to one of pain.  The water burns.

He reaches for the handles, turns down the hot, turns up
the cold.  It still burns.

He turns the hot completely off.  The cold water burns!
He jumps from the shower in alarm.

75        EXT. GRANDPA'S HOUSE - ESTABLISHING - NIGHT	    75

76        INT. KITCHEN - GRANDPA'S HOUSE - NIGHT	         76

Sam slaps together a couple of bologna sandwiches.
Grandpa walks in wearing a suit and tie.  He begins to
bang around through the kitchen cupboards.

		GRANDPA
	Anything in here that might pass
	for after shave?

Sam locates a bottle of Windex.  Grandpa examines the
bottle, squirts a little onto his hand and smells it.
Then splashes it on.

		GRANDPA
	Thanks.

Michael enters looking drawn and tired.  He still wears
his sunglasses.  Grandpa is startled by his appearence
but says nothing about it.

		MICHAEL
	Big date, Grandpa?

		GRANDPA
	       (slyly)
	Just dropping off some of my
	handiwork to the 'Widow' Johnson.

		MICHAEL
	       (nasty)
	Oh, yeah.  What'd you stuff for
	her?  Mr. Johnson?

Grandpa gives Michael a look of displeasure.

		GRANDPA
	See you laters, boys.

Grandpa goes out the door.

		SAM
	       (to Michael)
	That wasn't funny.

77        EXT. GRANDPA'S HOUSE - NIGHT		     77

Grandpa drives away from the house in his pickup truck.

78        INT. KITCHEN (CONTINUOUS)		        78

		SAM
	I'm making you a sandwich.

		MICHAEL
	Don't bother.

Sam glances at Michael's ear.

		SAM
	Lose the earring, Michael.  It's
	not happening.  It's just not
	happening.

		MICHAEL
	Piss off.

		SAM
	       (very pleasantly)
	You have such a great personality,
	Michael.   You should open your
	own charm school.

Headlight beams begin to shine in the kitchen windows,
moving rapidly from one to the next.

		MICHAEL
	What's that?...

79        INT. THE LIVING ROOM			   79

As Michael arrives in the living room he can hear LOUD
MUMBLED WHISPERING.  Headlights flash across the window
curtains, accompanied by the unmistakeable ROAR of
MOTORBIKE ENGINES -- as if they were going around the
house.

The WHISPERING grows LOUDER.  It seems to be saying
"Michael, Michael, Michael."  He goes for the front door.

		SAM
	Don't open it!

The ROAR of the ENGINES CONTINUES from outside.  He
reaches for the doorknob.

		SAM
	No!!

Michael throws open the door, and --

Nothing.  The front yard is empty.  But a blast of cold
air rushes into the house and a WEIRD ECHOING sound rever-
berates across the sky.

A low ground fog is rolling in as well.  Sam and Michael
look bewildered.

		SAM
	Weird.

Michael closes the door and locks it.  His face is ashen.

80        EXT. RESTAURANT - NIGHT			80

Lucy pulls up to the restaurant in her Land Rover.  Max
pulls up immediately behind her in his sports car.  He
jumps out, hurries over to Lucy's car and opens the door
for her with a galant flourish.

81        INT. SAM AND MICHAEL'S BATHROOM - NIGHT	        81

Sam is in the tub.  Nanook is curled on the rug.  A radio
is BLASTING ROCK MUSIC.

Sam lip synching to the music, uses soap and water to
sculpt his hair into a variety of punkish styles.  He's
lost in the music, enjoying this activity immensely.

82        INT. THE KITCHEN - NIGHT		         82

Michael goes to the refrigerator for some milk.

Then Michael abruptly buckles over in pain.  He drops the
milk carton to the floor, where it BURSTS OPEN.

He straightens up, sees the mess he's made and goes to
the pantry for a mop.

83        INT. THE PANTRY			        83

Michael finds the mop -- but is then hit by another wave
of pain.  He grabs his stomach and doubles over.  As he
lifts his head, this is what he sees:

The walls of the pantry begin to breathe!  Soup cans puff
out and suck in.  Preserves seem to come alive.  The light
bulb expands.  The floor ripples.

Michael's HEART begins to POUND.  Blood surges through
his veins -- causing them to bulge and ripple.

84        CLOSE ON MICHAEL'S MOUTH		         84

as his teeth begin to extend -- cutting his gums.

85        INT. RESTAURANT			        85

Lucy and Max have some wine before ordering dinner.

		MAX
	The video stores are a big success.
	Wait'll you see the one I'm opening
	in Los Gatos.

The WAITER arrives.

		WAITER
	Ready to order now, sir?

		LUCY
	       (to Max)
	I'll just have the fillet of sole.

		MAX
	No you won't.
	       (to Waiter)
	We'll start with caviar.  Ceasar
	salad and your two biggest lobsters.
	       (indicates empty
	        bottle of wine)
	This wine as nice, but now I think
	some Dom Perignon.

		WAITER
	Very good, sir.

The Waiter departs.  Max is not getting the expected
reaction from Lucy.

		MAX
	Not impressed, are you?

		LUCY
	Ohm I would have been... one
	marriage ago.

Max can't help but smile.

		MAX
	So, I've met the one woman on the
	planet who's going to hold my
	success against me.

		LUCY
	You seem like a terrific guy, Max,
	and I'm grateful for the job...

		MAX
	But I don't think it's what you
	really want to do, is it?

		LUCY
	I guess if I had my choice, I'd
	like to do something that involves
	children.  Work with kids in
	some way.  Teenagers, maybe.
	       (beat)
	And Santa Carla seems to be full
	of them.

		MAX
	Yeah.  Runaways, mostly.  They come
	from all over.  Attracted by the
	boardwalk and the ocean.  Lucy...
	listen I know I have no right to
	ask you this... but don't look
	for another job just yet... I
	mean besides being the best
	employee I have... I think you're
	cute.

		LUCY
	I hear this is the decade for cute.

86        INT. SAM AND MICHAEL'S BATHROOM		  86

Sam continues to listen to ROCK BLASTING as he creates
another hair style for himself.

87        INT. STAIRCASE			         87

Michael appears in the shadows.  His veins have returned
to normal, but he is possessed by a strange calm.

Michael begins to ascend the stairs.  We hear the sound
of his HEARTBEAT.

Michael reaches the second floor landing and moves slowly
down the hallway toward the bathroom door.  His HEART
POUNDS even LOUDER in his chest.

88	INT. BATHROOM			        88

Sam is in the tub.  MUSIC blaring.  Sculpting his hair.

89	INT. HALLWAY			         89

Michael stands outside the bathroom door.  His HEART
POUNDING in his chest.  His face white as snow.  He
reaches for the doorknob, then withdraws his hand.  A
battle is raging within him.

90	INT. BATHROOM			        90

NONOOK raises his head and begins to WHINE.

91	INT. HALLWAY			         91

Michael has his back pressed against the bathroom door,
fighting his urge and desire to enter.  LOUD, POUNDING
HEARTBEAT!

92	INT. BATHROOM			        92

Sam, unaware of Nanook's nervous behavior, disappears under
the water to rinse his hair.

NONOOK sits up and HOWLS -- and Michael bursts in!

Michael and Nanook lock eyes.  NANOOK begins to GROWL
softly.  A deep, primordial GROWL of warning.

CLOSE ON MICHAEL

His lips peel back, revealing his teeth.

NANOOK

lunges at Michael, propelling both of them into the
hallway.  The DOOR SLAMS shut behind them.

93	SAM				    93

surfaces for air, hears a tremendous FIGHT going on in
the hallway.  THUDDING, BANGING, GROWLING and HOWLING.
Tumbling downstairs followed abruptly by silence.

94	INT. HALLWAY			         94

Sam steps cautiously into the hallway.  It is dark.

		SAM
	Michael?  Are you there, Nanook?

No response whatsoever.  Sam swallows hard and begins
to walk down the hallway.

Then -- he hears HEAVY BREATHING and stops in his tracks.
He looks down the dark staircase.

		SAM
	Michael?

		MICHAEL
	       (softly)
	Don't turn on the light.

Sam turns on the light -- and SCREAMS!

95	MICHAEL				95

is huddled at the bottom of staircase, his face and hands
covered in blood.

		SAM
	What happened, Michael!?

		MICHAEL
	Nanook...

		SAM
	What about Nonook?  What have you
	done to Nanook?!  What have you
	done to my dog, you asshole?!

		MICHAEL
	Nothing!  I didn't hurt him.  He
	bit me!  This is my blood!

Michael shows Sam the gash across the palm of his hand.
Sam reacts.  Nanook appears protectively beside Sam.

		SAM
	What did you to do him, Michael?
	Why did he bite you?

		MICHAEL
	He was protecting you!

Sam is shocked to hear this.  But gets an even greater
shock when he looks at the mirror in the hallway.  He
GASPS out loud.

		MICHAEL
	What??

		SAM
	Look at your reflection in the
	mirror!!

Michael looks, is startled to see that he is nearly
invisible.

		SAM
	You're a creature of the night,
	Michael!  Just like the comic book...
	You're a vampire, Michael!  My own
	brother -- a godamn shit-sucking
	vampire!
	      (beat)
	Wait'll Mom finds out!

Michael looks confused and bewildered.  He moves toward
the staircase.

		SAM
	Stay back!  Stay back!

He makes a cross with his fingers and runs for his room.

96	INT. SAM'S ROOM			      96

Sam and Nanook dash in as Sam locks the door and the bath-
room door.  He scrambles for the comic with the Frogs'
number on it.

97	INT. MICHAEL'S BEDROOM		         97

Michael walks in wearing a dazed expression.  He flops
down on his bed.

98	INT. COMIC BOOK STORE			98

Hiding the phone and the conversation from the clientele,
the Frogs walk to Sam.

		EDGAR
	You did the right thing, calling
	us.  Does your brother sleep
	a lot?

99	INT. SAM'S BEDROOM			   99

INTERCUT between Sam and Frogs.

		SAM
	All day.

		ALAN
	Can't stand light?

		SAM
	Wears sunglasses in the house.

		EDGAR
	Bad breath?  Long fingernails?

		SAM
	His fingernails are longer, but
	he always has bad breath.

		ALAN
	Salt sticks to the bottom of his
	feet.

		SAM
	Yeah.

		ALAN
	He's a vampire alright.

		EDGAR
	Get yourself a good sharp stake
	and drive it through his heart.

		SAM
	I can't do that!

		ALAN
	Why not?

		SAM
	He's my brother.

		ALAN
	You better get a garlic T-shirt, buddy.

		EDGAR
	Or it's your funeral.

CLICK.  The Frogs hang up.  Sam looks even more worried
than before.

100         INT. MICHAEL'S BEDROOM - CLOSE ON MICHAEL	    100

Something is happening, but we can't tell what.  Yet we
feel the distinct sensation of movement.

BANG.  Michael's nose makes contact with a hard white
surface.  It's as if something is pressing down on him.

CAMERA PULLS BACK

and we realize that Michael is floating above his bed!
Completely weightless.  Gravity-free.  The white surface
is the ceiling.

Michael looks scared and confused.  He's out of control.
Floating aimlessly near the ceiling like a helium balloon.

He wants desperately to get back down.  He tries to
maneuver himself toward his bed.  He grabs hold of the
blind cord.

But the window is open and Michael's feet float out --
and the rest of him soon follows.

101         INT. SAM'S BEDROOM			   101

The phone RINGS.  Sam jumps and grabs it.

		SAM
	Hello!

102         INT. RESTAURANT			      102

Lucy on the phone.  She hears the panic in Sam's voice.

		LUCY
	Sam.  Is everything all right?

		SAM
	Mom.  I think we've got to have
	a long talk about something?

		LUCY
	What's wrong?  Tell me.

		SAM
	We can't talk about it on the
	phone.

Then Sam sees Michael floating in mid-air outside his
bedroom window.

		SAM
	Oh, no!  Oh, God!  He's coming to
	get me!  Mom!!!

Lucy hears this.  She drops the phone and runs from the
restaurant.

ANOTHER PART OF THE RESTAURANT

The waiter arrives at Max's table with two huge lobster
dinners and more Dom Perignon, just as Max sees Lucy
jump into her Land Rover and burn rubber away from the
restaurant.  Max is totally confused.

103         EXT. GRANDPA'S HOUSE - NIGHT		   103

Michael rises into the night sky as far as the cord will
allow.

104         INT. SAM'S BEDROOM			   104

Sam backs away from the window with a terrified
expression.

Michael is bobbing helplessly in the air outside the
window.  He's yelling something but we can't hear what
it is.  Then, Michael's foot CRASHES through the window
and we HEAR:

		MICHAEL
	Help me!  Sam -- help me!  I'm
	your brother!

SAM

is shaken back into reality by Michael's cry.  He puts
his fear aside and acts on instinct to save his brother.
He rushes out of his room and into:

105         MICHAEL'S BEDROOM			    105

where he is greeted by a chilling wind that blows in
through the opened window.  Sam almost has to fight his
way toward the window, that's how strong the wind is.

But he gets there and begins to reel Michael back inside.
As Michael climbs back inside, he immediately anchors
himself to the bed with the blind cord.

		MICHAEL
	We've got to stick together, Sam.
	You've got to help me.

		SAM
	What about Mom?

		MICHAEL
	No!  We can't tell Mom!
	       (beat)
	Please, Sam.  Don't tell her.

		SAM
	I don't know, Michael.  This is
	not like breaking a lamp or getting
	a 'D'.

		MICHAEL
	Just for a few days, Sam.  Give me
	a chance to work this out by myself.

106         EXT. GRANDPA'S HOUSE - NIGHT		   106

Lucy speeds up in her Land Rover.  She practically jumps
out before the car has come to a full stop.  She runs
into the house.

107         INT. THE HOUSE			       107

Lucy rushes in to find Sam walking calmly down the stairs.

		LUCY
	Sam!  What happened!?  You had me
	scared to death.  Are you all
	right?

		SAM
	Sorry, Mom.  It was a mistake.
	I thought I saw something out the
	window.
	       (beat)
	I was reading this horror comic
	and I guess I go a little carried
	away...

Lucy looks at him with a good deal of skepticism.

		LUCY
	Where's Michael?

		SAM
	He's already gone to bed.

108         INT. MICHAEL'S BEDROOM		         108

Michael lies on his bed, totally freaked out.

109         INT. THE RESTAURANT			  109

The MAITRE 'D is on the phone.

		MAITRE 'D
	I am very sorry.  But he is no
	longer here.

In the b.g. we see that the table once occupied by Max
and Lucy us now empty.

110         INT. THE KITCHEN			     110

Lucy is on the phone with the restaurant.

		LUCY
	Well, thank you, anyway.

She sighs to herself and hangs up the phone.  Then she
casts a weary glance at the spilled milk carton on the
floor next to the refrigerator.

She grabs a dish towel and begins to mop up the milk,
placing the ruptured carton on the counter in the
process.

CAMERA MOVES IN CLOSE ON MILK CARTON:

We see A PICTURE OF LADDIE on the carton's side.  And the
bold letter that exclaim:  MISSING CHILD!

111         INT. LUCY'S BEDROOM			  111

Lucy enters the bedroom.  Sam comes in right behind her,
buttoning p.j.s

		SAM
	Can I sleep in here with you
	tonight?

		LUCY
	In here?

		SAM
	Do you mind?  It was a real scary
	comic.

		LUCY
	Okay.
	       (sniffs)
	Have you been eating pizza?  You
	smell like garlic.

112         EXT. GRANDPA'S HOUSE - NIGHT		   112

All the lights are out.  FANTASTIC SONG BEGINS.

113         INT. LUCY'S BEDROOM - NIGHT		    113

Lucy & Sam sleep.  We HEAR the distant sound of a MOTOR-
BIKE driving off,  Sam's eyes blink wide open.

114         EXT. ROAD NEAR HOUSE - NIGHT		   114

Michael speed away on his motorbike.  He sees approach-
ing headlights -- decides to pull off and kill his
engine.  Then, Grandpa drives by in his pickup truck
returning from the Widow Johnson's.  SONG CONTINUES.

115         INT. CAB OF PICKUP TRUCK		       115

Grandpa is singing merrily to himself as he drives.

116         EXT. THE ROAD			        116

Michael waits for Grandpa to pass, then ROARS off in
the opposite direction.

117         EXT. BOARDWALK - NIGHT		         117

Michael travels the length of the boardwalk on his bike.
Every attraction and booth is shut down for the night,
and the place is deserted.

Bonfires burn on the beaches.  SONG CONTINUES.

118         EXT. CLIFF - NIGHT			   118

Michael arrives at the cliff where the lobby/cave is
located.  No one is there.  He decides to enter the cave.

119         INT. LOBBY/CAVE - NIGHT		        119

Michael enters.  The place is deserted.

		MICHAEL
	Star?

He waits for a reply -- but there isn't one.  Now Michael
notices and empty bottle of wine -- the same "wine" he
drank before.  He smells the bottle and recoils.  It
smells of blood.  SONG CONTINUES.

Michael hurls the bottle across the lobby where it
CRASHES against the wall and shatters.

120         VARIOUS IMAGES			       120

begin to rush through his mind.  The motorbike "rave-up"
on the beach.

121         ANOTHER IMAGE			        121

Drinking blood from the wine bottle.

122         ANOTHER IMAGE			        122

The ear-piercing ritual and kiss with Star.

123         ANOTHER IMAGE			        123

The "trestle-hanging" episode.

124         BACK TO MICHAEL			      124

As the IMAGES FADE, Michael finds himself standing in
the far corner of the lobby.  Something belonging to
Star lets him know that this is where she sleeps.  SONG
CONTINUES.

He sits down on the bed, and soon he is curled up, fall-
ing asleep.

			         DISSOLVE TO:

125         SOME IMAGES WE HAVE NOT ALREADY SEEN	         125

Michael and Star together.  She's on the back of his
bike, her arms tightly-wrapped around his waist.  They
are speeding along a moon-lit beach -- or some equally
romantic location.  Michael is as happy as any young man
has the right to be.  SONG CONTINUES.

			         DISSOLVE TO:

126         EXT. THE CLIFF - NEAR DAWN		     126

Firt light begins to show in the sky.

127         FLYING POV				 127

Speeding across the ocean, heading for the cave.  Much
NOISE.  WHISTLING wind.  FLAPPING wings.  WHISPERING.
SONG CONTINUES.

128         INT. LOBBY/CAVE			      128

Michael is curled up on Star's bed.  The NOISE sweeps
into the cave on a cold rush of air.  Michael stirs.  He
hears voices.  Then looks up to see Star coming to lie
next to him.

		MICHAEL
	Star.  I have to talk to you.

Star doesn't respond.  She's fallen right to sleep.
Michael tries to awaken her.

		MICHAEL
	I have to talk to you.  Please
	wake up.

		STAR
	Have to sleep.  Have to sleep,
	Michael.

		MICHAEL
	When?

		STAR
	Tonight.  At the boardwalk...

She almost doesn't get the last word out before falling
back to sleep.  Michael gets to his feet and staggers
away from Star's bed.  He notices Laddie sleeping nearby.
But there is no sign of the other Lost Boys.  SONG ENDS.

129         EXT. GRANDPA'S HOUSE - MORNING		 129

Michael drives up on his Honda.  He approaches the house.
Lucy is on the porch, drinking coffee.

		LUCY
	Hi.

Michael nods and keeps walking.

		LUCY
	What's the matter, Michael?
	Aren't we friends anymore?

He stops.

		MICHAEL
	       (mumbling)
	Sure.

		LUCY
	Does that mean we are, or we
	aren't?

		MICHAEL
	We are...

		LUCY
	Then let's act like friends.
	Let's talk.  I know this is a
	new place, and --

Michael begins to roll his eyes impatiently.

		LUCY
	-- If there's a girl, we could
	talk about her.

		MICHAEL
	       (moving away)
	I'm tired now.

		LUCY
	Wait a minute, kiddo.

		MICHAEL
	Mom... please.

Michael heads into the house.  Lucy tugs on her own ear-
lobe to indicate Michael's earring.

		LUCY
	We haven't even gotten around to
	this yet!

Michael walks into the house without saying another word.
Lucy looks frustrated and concerned.

130         INT. THE KITCHEN			     130

Sam is at the table eating breakfast and reading a
vampire comic.  Grandpa is pouring a cup of coffee.  The
two brothers exchange a look, but say nothing.

		GRANDPA
	Looks like I wasn't the only one
	got lucky last night.

Michael doesn't reply.  He glances down at the comic that
Sam is reading.

INSERT - VAMPIRE COMIC BOOK

A very bloody drawing of a vampire being staked through
the heart.

MICHAEL

walks away looking ill.

131         EXT. IMPRESSIVE HOUSE, SANTA CARLA - MORNING	 131

Lucy and Sam pull up in the Land Rover.

		SAM
	That it?

Lucy checks the address she has written down.

		LUCY
	Yeah.  Not bad, huh?

Lucy reaches for a wine bottle with a note attached as
she gets out of the Rover.

		LUCY
	An apology for running out on
	Max last night... Actually you
	should be making this apology.

132         ANOTHER ANGLE			        132

She tries the main gate, but finds it locked.

		LUCY
	I better leave this on the front
	porch or someone's just going to
	take it...

She climbs over a low portion of the fence.

Lucy approaches the house.  She sees Thorn sleeping on
the porch.

		LUCY
	Hi, Thorn...

Suddenly, unexpectedly...

THORN ATTACKS!

Leaping to his feet -- charging from the porch -- GROWL -
ING viciously -- ribbons of saliva trailing from his
mouth.

LUCY

turns and charges back toward the fence.

SAM

jumps from the car.

		SAM
	Mom!!

LUCY

drops the wine.  It smashes on the sidewalk.  She just
makes it safely over the fence, as...

THORN

CRASHES into it -- bending the bars to conform to the
contours of his head.  Thorn reels back, stunned -- but
finds his footing and begins to BARK at Sam and Lucy.

SAM

comes to his mother's side.

		SAM
	You okay, Mom?

Lucy has skinned her knees landing on the sidewalk.  But
she is more shaken than hurt -- and she feels very
foolish.

		LUCY
	I'm okay, Sam.  I'm okay...

133         EXT. BOARDWALK - DAY (LATER)		   133

Sam and the Frogs walk toward the beach with their comics.

		EDGAR
	We've been aware of some very
	serious vampire activity in
	this town for a long time.

		ALAN
	Santa Carla has become a haven
	for the undead.

		EDGAR
	As a matter of fact, we're almost
	certain that ghouls and werewolves
	occupy high positions at City Hall.

They sit on the boardwalk steps.

		SAM
	I have something to tell you guys.
	       (pause)
	Not only is my own brother showing
	systems of being a vampire... but
	now I'm convinced my mother's
	dating one!

		EDGAR
	That is very probable.  What's
	your reasoning?

		SAM
	Well... he only shows up at the
	store after dark.  And today,
	his dog attacked my mom.
	       (whips a comic from
	        his back pocket)
	Listen to this.  From Vampires
	Everywhere...
	       (he reads)
	'Vampires require a daytime
	protector -- a Guardian -- to
	watch over them as they sleep.
	For it is during the day that
	the vampire is most vulnerable.
	Since they hold sway over animals,
	fierce dogs -- the hounds of Hell
	-- are often employed for this
	purpose.'

The Frogs are completely convinced.

		EDGAR
	I told you that comic would save
	your life.

Suddenly Greg and the Surf Nazis appear and grab their
comics.  In a flash they tear them to shreds and sprinkle
the pieces over their heads onto the sand.  The Frogs and
Sam are enraged as the Surf Nazis walk off laughing to
themselves.

		EDGAR
	I wish they were vampires so I
	could nuke them in their hearts.

		SAM
	How do you know they're not?

		ALAN
	They wouldn't be out in the
	daytime.

		SAM
	Exactly how many vampires have
	you actually destroyed?

		EDGAR
	All together?

		ALAN
	Zero.

Sam looks at them like they've been putting him on.

		EDGAR
	Hey, just because a Marine hasn't
	seen combat, doesn't mean he still
	isn't a Marine.  Let's check out
	your mother's boy friend.

They leave as CAMERA FOCUSES on shreds of vampire comics
in the sand.

134         EXT. GRANDPA'S HOUSE - EVENING		 134

135         INT. MICHAEL'S BEDROOM		         135

Michael is getting dressed to go out.  More and more he
is looking like one of the Lost Boys.

136         INT. THE KITCHEN			     136

Lucy is making dinner.  Grandpa sniffs the pots.

		GRANDPA
	Smells good.  When do we eat?

		LUCY
	I told Max eight o'clock.

		GRANDPA
	Max?  You men we're having company
	again?

		LUCY
	'Again'?  Dad... you haven't
	had company in this house since
	Mom died eight years ago.

		GRANDPA
	Right.  An' now we're having
	company again.  I'll take mine
	to go.

Michael enters.

		LUCY
	Max is coming for dinner, Michael.
	I'd like you to meet him.

		MICHAEL
	Can't.  Got plans of my own.

		LUCY
	There's only three weeks left of
	summer, Michael.  Things are going
	to change around here when school
	starts.

		MICHAEL
	Gotta go, Mom.

137         INT. THE LIVING ROOM			 137

Michael heads for the front door.  He opens it to find
Max just preparing to ring the bell.

		MAX
	Hey.  How ya doin'?  Michael,
	right?

		MICHAEL
	Yeah.  Max... right?

An awkward silence as Max just stands there.

		MAX
	You're the man of the house,
	Michael.  I'm not coming in unless
	you invite me.

Michael thinks this is rather strange, but shrugs it off.

		MICHAEL
	Come in, come in.  I'm inviting
	you.

		MAX
	Thank you very much.

Max steps across the threshold -- but is surprised to
see Michael continue out the door.

		MICHAEL
	See ya.

138         EXT. THE HOUSE			       138

Michael takes special note of Max's sports car as he
gets on his bike.  He thinks it's pretty cool.

139         INT. THE KITCHEN			     139

Max enters, surprising Lucy.

		MAX
	Hello.

Lucy jumps.

		MAX
	Is it okay for the guest to see
	the food before the dinner?

		LUCY
	You're thinking of the groom not
	seeing the bride before the
	wedding.

		MAX
	Oh, right.  I always gets those
	two confused.

He follows her into:

140         THE DINING ROOM			      140

The table is set.  Lucy sets down the bread.  Max comes
up behind her, puts his arms around her waist and nuz-
zles her neck.  She turns her face to his.  Max is about
to kiss her when:

		SAM
	Mom...

Max and Lucy look to see Sam standing there with the
Frogs beside him.

		SAM
	These are my dinner guests.
	Edgar and Alan.  The Frog Brothers.

		LUCY
	       (thrown)
	Ah... I didn't know you were
	having guests...

		SAM
	Well if we're in your way we can
	just eat peanut butter out of
	the jar in the kitchen.

		LUCY
	No, no... there's plenty for
	everybody... Oh, Max, this is
	Sam... and the Frog Brothers...

She looks them over strangely but The Frogs and Sam only
have eyes for Max.

141         INT. THE DINING ROOM - NIGHT		   141

Everyone is seated around the dinner table.  Edgar
and Alan concentrate on Max's behavior.  Lucy serves
spaghetti from a large plate.

		MAX
	This looks terrific, Lucy.

		LUCY
	Boy!  Somebody areound here sure
	has bad breath!

The boys all look directly at MAx.  But Lucy means Nanook
who is on her case.

		LUCY
	Nanook, stop breathin' on me.

		SAM
	C'mere, Nanook.

The Frogs exchange disappointed expressions.

Sam indicates Max's large plate of spaghetti.

		SAM
	How about a little Parmesan
	cheese on that?

		MAX
	Okay, Sam.  Thanks.

Max takes the container and sprinkles some of the grated
cheese onto his spaghetti.  Sam and the Frogs exchange a
conspiratorial look.

Max takes a mouthful of spaghetti and nearly spits it out.

		LUCY
	Max!  What's wrong?

		MAX
	It's garlic!!  I like garlic, but...

He sputters.

		SAM
	Quick -- drink some water!

Sam intentionally spills a glass of water onto Max's lap.

		MAX
	Hey!  Easy!

He jumps from his seat, tries to mop up the spill with
his napkin.

		SAM
	Does it burn?

		MAX
	Burn??  Are you kidding?  It's
	freezing!

		LUCY
	Max, I'm so sorry.

Then, very casually, Edgar leans back in his chair and
flips off the lights.  The room goes dark.

		LUCY
	Oh, no.  Now what?

		SAM
	Must be a circuit breaker.

We hear SCUFFLING of FEET, CHAIRS MOVING, people BUMPING
into each other in the dark.

		EDGAR
	       (in a whisper)
	He's not glowing.

		SAM
	       (whispering)
	Hit the lights again.

And when the lights come back... Sam is holding a mirror
to Max's face.

Startled at being confronted unexpectedly with his own
reflection, Max YELLS.  Sam and the Frogs all look into
the mirror -- annoyed to see that Max is producing a
reflection.

		LUCY
	Sam!  What's gotten into you
	tonight?!

Max gets up from the table.

		MAX
	I think I know what's going on
	here.

		EDGAR
	You do?!

		MAX
	Sure.  I understand what you're
	thinking, Sam.  But you're wrong.

		SAM
	I am?

		MAX
	Yeah.  I'm not trying to replace
	your Dad... or steal your Mom.  I
	just want to be your friend.

Sam looks a little shame-faced.  But not the Frogs.
Lucy follows Max to the:

142         ENTRYWAY				   142

		LUCY
	I'm really sorry, Max.

		MAX
	Our batting average isn't very
	good is it?  So far we're zero
	for two.

		LUCY
	I don't understand Sam.  He's
	just not like this.

		MAX
	Boys Sam's age need a good deal
	of discipline, or they walk all
	over you.

		LUCY
	       (defensively)
	He doesn't walk all over me.

		MAX
	       (sweetly)
	I don't want to fight with you,
	Lucy.  Come on.  Let's give it
	one more try.
	       (beat)
	Dinner at my house, tomorrow
	night.  I'm cooking.

143         EXT. BOARDWALK - NIGHT		         143

Michael is looking for Star, but he chances upon the Lost
Boys instead.  David has his back to him.  Michael comes
up behind him and spins David forcefully around.

		MICHAEL
	Where is she?!

		DAVID
	Hey, take it easy.

		MICHAEL
	Where's Star, David?!

		DAVID
	If you ever want to see Star
	again, then you better come with
	us.

David gets on his bike.  Michael is forced to follow.

144         EXT. WOODS - NIGHT			   144

The motorbikes pull up and park.  Everyone climbs off and
begins to climb the high trees.  David waits to be last.
He gestures for Michael to climb.

		MICHAEL
	What is this, David?

		DAVID
	You're one of us, now -- aren't
	you?

Michael hesitates.

		DAVID
	You'll never see Star again if
	you're not.

Michael looks at David for a beat, then begins to climb
the tree.  David follows him up.

145         CAMERA RISES OVER THE TREE TOPS		145

to reveal Greg and the Surf Nazis camping in the
distance.  They have a fire going.  They're drinking beer
and smoking dope and laughing with their girlfriends.

THE LOST BOYS

watch them from their vantage point high up in the tree.

What happens next happens fast.  It's confusing and dis-
orienting.  Much is suggested, but little is shown.

146         ANOTHER ANGLE			        146

The Lost Boys swoop out of the trees and attach the Surf
Nazis.  Mostly, we just HEAR the NOISE and see shadows.

THE SURF NAZIS

react in horror and confusion.  CAMERA FINDS Greg running
into the water.  David attacks viciously.

		DAVID
	Hey, dude.  My beach, my wave.

147         MICHAEL				147

stay behind in the tree.  He witnesses the attack, but
doesn't join in.  From the expression on his face, we
know that it is a horrible spectacle to behold.

He turns his face away.  He looks like he wants to puke.
Sweat beads up on his forehead and the color drains from
his face.  His breathing becomes heavy and his heart
begins to POUND POWERFULLY in his chest.  The vampire in
him takes over and as the Lost Boys shout his name, he
feels compelled to join them, but he resists with all his
strength.

Dazed and frightened, he tries to escape down the tree.
All the while the SOUND of the VAMPIRE MASSACRE continues
in the distance.  He slides gasping and sweating onto the
forest floor.

For a moment, he just lies there looking bewildered.
Then:  SILENCE.  The attack is over.

Approaching FOOTSTEPS CRUSH leaves and SNAP twigs.
Michael waits, unable to move.  And...

THE LOST BOYS

emerge from the shadows wearing eerie, satiated expres-
sions, their eyes glowing dimly.  They approach Michael.

		DAVID
	No you know who we are, Michael...
	and who you are, too.

David's expression is calm and reassuring.

		DAVID
	You'll never grow old and you'll
	never die.
	       (pause)
	But you must feed.

Michael glances in horror toward the direction of the
Surf Nazi attack.  David, Paul, Dwayne, and Marko walk
off.

148         INT. SAM'S BEDROOM - NIGHT		     148

All is dark.  CAMERA IS CLOSE ON A PAIR OF BEADY EYES
which now reflect the opening of the bedroom door and
the entrance of a human form.  It comes closer.

		SAM
	Michael..?

Sam turns on the light -- and we see that the "beady
eyes" belong to one of Grandpa's mounted owls.

		SAM
	I wish he'd stop giving me these
	things.

Sam opens the closet, we see about a half-dozen other
mounted creatures on the shelves.  He tosses in the owl.

		MICHAEL
	I know everything.

Then:  From outside the window --

		STAR
	Michael!  Michael!

Sam and Michael go to the window and look out.  Star is
standing in the yard, in the moonlight.

		SAM
	It's that girl from the boardwalk.
	Is she one of them?

		MICHAEL
	I don't know.

		STAR
	I have to talk to you.  Can I
	come up?

		MICHAEL
	Okay.

Michael turns from the window, races out the door into
the hallway.  He is about to go down the stairs when:

		SAM
	She's one of them!

Michael turns -- and sees Star standing in the bedroom
doorway.  She has obviously flown up and Sam is freaked.

		MICHAEL
	Do you know where David took me
	tonight, Star?  Do you?!

		STAR
	Yes... and I'm to blame for it.
	If you hadn't met me... if I
	hadn't liked you... I tried to
	warn you...

		MICHAEL
	That night in the cave -- that
	wasn't wine they gave me to
	drink... it was blood!  David's
	blood.
	       (beat)
	I'm one of them, Star!  I'm just
	like them!

		STAR
	Not yet... You're like Laddie and
	me... Half-vampires... You're not
	a full vampire until you've made
	your first kill... You were
	supposed to be mine... but I
	couldn't, Michael.

		MICHAEL
	Why not?

		STAR
	Because I love you...

		MICHAEL
	Then it's not too late for us...

		STAR
	It's not too late for you to be
	saved... but each night... it
	becomes harder and harder for me
	to resist killing...

		MICHAEL
	I know, I've felt it...

		STAR
	I'm weak... Soon I'll need to
	feed.

Sam gulps as Michael kisses her.  Star senses something
and gets frightened.

		STAR
	David's looking for me... I have
	to go.

		MICHAEL
	You're not going anywhere...
	       (turning)
	Sam...

In a wink, Star is gone... out the window.  We don't even
see her leave.  Michael and Sam lean out after her.

		MICHAEL
	Star.

		SAM
	       (calling after her)
	Don't kill anybody until we get
	back to you...

Sam goes for the phone.

		MICHAEL
	Who are you calling?

		SAM
	The Marines.

149         INT. LIVING ROOM - NEXT MORNING		149

Sam opens the door and the Frogs enter.

		EDGAR
	Okay.  Where's Nosferatu?

		EDGAR
	The Prince of Darkness.

		ALAN
	The nightcrawler.  The bloodsucker.

		EDGAR
	El Vampiro.

		SAM
	       (shouting)
	They're here Michael, come down
	here!

Michael comes down the stairs looking weak and fragile.
Dark glasses perched upon an ashen face.

		EDGAR
	This guy looks more like a zombie.

Alan reaches into his backpack and pulls out a
sharpened stake.

		ALAN
	Should I run him through?

		EDGAR
	I've only got one question for you,
	and I want an honest answer.  Have
	you taken any human victims yet?

		MICHAEL
	Of course not!

		EDGAR
	If you're telling the truth, it
	means we can save you.

		SAM
	He's telling the truth!
	       (beat)
	Aren't you, Michael?

		EDGAR
	To free you, we must destroy the
	leader of the vampires.

		MICHAEL
	David.

		EDGAR
	I don't want names!  Just lead me
	to him.  Where's their nest?

		MICHAEL
	I'll take you there.

		ALAN
	You can barely stand up.  Besides...
	We can't trust you.  You're practically
	one of them.

Michael grabs Edgar by the arm.

		MICHAEL
	I said, I'll take you there.
	Nobody's going near Star without
	me.

		EDGAR
	Okay, okay.

Michael releases his grip.  Edgar rubs his arm.

		EDGAR
	Vampires have such rotten tempers.

150         EXT. GRANDPA'S HOUSE - DAY		     150

We are far out in the fields as Grandpa puts in fence
posts from the back of his pickup.  He turns as he hears
his prize Chevy SQUEEL BACKWARD OUT OF THE GARAGE.  Sam
leans out of the car yelling.

		SAM
	Grandpa, okay if we borrow the
	car?

Before he can answer, the CAR SHOOTS OFF TOWARD TOWN.

151         EXT. SANTA CARLA STREET - MIDDLE OF TOWN - DAY         151

The Chevy pulls up to a stop sign -- then doesn't move.

152         INT. THE CHEVY			       152

This is why:  Michael has fallen asleep at the wheel,
his chin touches his chest.

A car behind HONKS.  Michael wakes up an continues
driving.  Edgar warns Michael.

		EDGAR
	Just so you know:  If you try to
	stop us, or vamp-out in any way,
	I'll stake you without thinking
	twice about it.

		SAM
	Chill out Edgar.

153         EXT. CAVE/LOBBY ENTRANCE - DAY		 153

The Chevy pulls up an parks.  Everyone piles out.  The
Frogs wear knapsacks in which they carry flashlights and
stakes.

		MICHAEL
	Down there.

The Frogs charge ahead down the old stairs.  Michael seems
to stumble.  Sam supports him.

		MICHAEL
	Sam... if something happens to me.
	If I don't have the strength to go
	on, promise me you won't let them
	hurt Star.

Sam swallows hard -- overwhelmed by the possibility of
such a responsibility.

154         INT. THE LOBBY/CAVE - DAY		      154

Edgar and Alan step into the lobby and look around with
wide-eyed wonderment.  A moment later, Michael and Sam
come up behind them.  Sam is also amazed by what he sees.

		EDGAR
	There's got to be a sleeping
	chamber around here someplace...

As they search for the entrance to the sleep chamber,
Michael goes to the spot where he knows Star will be in
the far corner of the lobby.

Michael bends down to her.  She looks like a sleeping
angel.  He shakes her gently.

		MICHAEL
	Star.  You're coming with me.

She opens her eyes -- is surprised to see him, but hardly
has the strength to show it.

		STAR
	Michael?

He looks around, sees a long hooded cape draped on the
bed.

		MICHAEL
	You've got to put this on.

		STAR
	Take laddie.

		MICHAEL
	Huh?

		STAR
	Save Laddie first.

Michael glances over to where Laddie is sleeping.  Star's
eyes beseech him.  Michael gives in to her wishes.  He
begins to wrap Laddie (who doesn't awaken) in a blanket.

155         ANOTHER PART OF THE LOBBY		      155

Alan has found something and called Edgar and Sam over.
He's pointing to an opening in the top of the grated
elevator.

		ALAN
	Feel it?  Feel the draft?

Edgar shines a flashlight up there.

		EDGAR
	It's an opening, all right.  Let's
	try it.  Somebody give me a boost.

156         EXT. THE CAVE - DAY			  156

Michael emerges from the cave with a bundled Laddie in
his arms.  The sun beats down.  Laddie awakens.  He looks
around with uncomprehending eyes.  Michael adjusts the
blanket to keep the sun off Laddie's face.

Michael staggers up the old stairs.

157         INT. TUNNEL WITHIN THE CAVE		    157

Sam, Edgar and Alan have all entered the tunnel via the
elevator and now make their way down its long, dark
length.

FLIES begins to BUZZ around.  Sam tries to swat them
away.

		EDGAR
	We're on the right trail.  Flies
	and the undead go together like
	ham and eggs.

Alan pulls a can of bug spray from his backpack and sprays
the air.  Sam coughs.

158         EXT. CAVE - DAY			      158

Michael arrives at the Chevy with Laddie in his arms.  He
opens the back door and places Laddie on the seat.  Laddie
remains sound asleep as Michael makes certain that his
face is covered and away from the sun.

Then, turning away from the car, he heads back toward
the cave.  It is obvious that he is becoming extremely
exhausted and rapidly losing strength.

159         INT. CAVE TUNNEL			     159

Edgar, Alan and Sam are frozen in place with mouths
hanging open.  We don't know why until the CAMERA PANS
DOWN and we see:

SKELETONS

of dead hotel guests, killed in the earthquake.  They
still wear their period clothes.  One holds a suitcase.
One wears the bellman's uniform.

THE BOYS

summon their courage and continue on.

160         INT. LOBBY/CAVE			      160

Michael returns for Star.  He looks awful.  Star reaches
out and touches his hand.  Michael wraps her in the hooded
cape and lifts her.

161         INT. THE TUNNEL			      161

The boys reach the end of the tunnel where a large opening
awaits them.  A biting cold wind blows through the opening
and flies BUZZ angrily.

		SAM
	What's that smell!?

		EDGAR
	Vampires, my friend.  Vampires.

They step through the opening into a small cavernous area.

162         INT. PITCH BLACK AREA			162

Sharp, jagged rock formations protrude up from the chamber
floor.  A network of webs and mossy vines hang from the
ceiling.  Somewhere in the distance is the HOLLOW SOUND OF
DRIPPING WATER.

THE BOYS

pan their flashlights across the scene -- but find no one.

163         EXT. CAVE - DAY			      163

Michael carries Star towards the car.  He is weakening.

His legs buckle and he sinks to his knees.  Star's hood
falls back revealing her face.  Michael finds inspiration
in her beauty and struggles to his feet, lurching toward
the Chevy.

164         INT. PITCH BLACK HOLE			164

Sam and the Frogs find nothing until they shoot their
flashlight beams UPWARD.  And what they see causes their
hearts to skip a beat.

THE LOST BOYS

hang upside down from the ceiling like great human bats.
David is in front, with the others behind him.

ON SAM, EDGAR AND ALAN

		SAM
	I thought they'd be in coffins.

		EDGAR
	That's exactly what this place is.
	One great big coffin.
	       (starting to climb)
	Let's stake 'em.

DAVID'S EYES

roll open.  Yellow and glassy.  His voice is from hell.
The whole cave shakes.

		DAVID
	You're all dead!  YOU'RE DEAD
	MEAT!

THE BOYS

SCREAM and run for their lives.  They scramble down the
rocky ledge.  They cause such a commotion, that the other
Lost Boys open their eyes one by one -- glowing red in
the darkness of the chamber.

165         THE TUNNEL				 165

The boys run through the tunnel, past the hotel guest
skeletons.

166         LOBBY/CAVE				 166

They dash across the lobby.

167         EXT. CAVE				  167

They scramble up the stairs toward the car.

		SAM
	Michael!  Start the car!

168         EXT. BLUFF				 168

They arrive to find Michael passed out beside the car.

Sam and the Frogs shove Michael into the front seat.

		SAM
	I'll have to drive!

		ALAN
	We don't ride with vampires.

		SAM
	Fine!  Stay here!

Sam hops in behind the wheel.  The Frogs look back toward
the cave, exchange a look, and decide to make an exception
just this once.  They leap in.

169         INT. THE CHEVY			       169

Edgar gets in front next to Michael.  Alan gets in back
next to Star and Laddie.  They find it very distasteful
to be this close to vampires.

Sam turns the ignition and the car FIRES UP.  Hesitates.

		EDGAR
	Come on.  Burn rubber.

Edgar STOMPS down hard on the gas pedal.

170         EXT. HUDSON'S BLUFF			  170

The Chevy ROCKETS backwards toward the cliff.  Sam stomps
on the brakes.

TIRES SCREECH.  The car comes to a skidding stop in a
cloud of dust -- its back fender hanging precariously
over the cliff.

171         INT. THE CHEVY			       171

		SAM
	Burn rubber does not mean warp
	speed!

INT. THE CHEVY - TRAVELING (LATER)

		ALAN
	We blew it, Edgar!  We lost it!

		EDGAR
	Shut up!

		ALAN
	We unraveled in the face of the
	enemy!

		EDGAR
	They pulled a mind-scramble on
	us, man!  It wasn't our fault!
	They opened their eyes and talked!

		SAM
	       (looking in the
	        rearview)
	Oh, no...

		EDGAR
	What?

		SAM
	There's a cop behind us.

		ALAN
	Quick!  Look older!

Sam gives Alan a look.

		EDGAR
	This is all we need!  To be caught
	driving without a license... and
	in the possession of vampires!

Michael's head slumps against Edgar's shoulder.  Edgar
pushes him away -- and Michael awakens.

		SAM
	Michael!  Get behind the wheel.

		MICHAEL
	Huh?...

		ALAN
	They're gaining on us!

		SAM
	       (to Michael)
	You gotta drive!

As the Chevy barrels down the highway, Sam and Edgar
assist Michael into the driver's seat.  There is some
pretty dangerous climbing going on in the front seat --
and for a moment it appears that no one has actual
control of the car.

		ALAN
	Red light!!

Michael, Sam and Edgar look up to see the stoplight.
The Chevy rushes toward it.

		SAM
	Brake, Michael!  Brake!

Michael -- acting very dopey -- finally hits the brake.
But Sam must take control of the steering wheel because
Michael's hands keep slipping off.

172         THE POLICE CAR PULLS UP BESIDE THEM		172

The cops look over at the Chevy with a good deal of
suspicion.

		EDGAR
	They're looking at us.

		ALAN
	They're gonna book us.

		SAM
	       (to Edgar and Alan)
	Shut up.
	       (to the cops)
	Uh... excuse me... which way to
	the Punk Rock Festival?  We're the
	opening act.

The cops just smile and shake their heads in dismay.  The
light changes, and the cops speed off.

Everyone in the Chevy breathes a deep sigh of relief.

173         INT. GRANDPA'S HOUSE			 173

All enter.  Michael carries Star in his arms.  Sam and
the Frogs carry Laddie.  As they approach the stairs,
Nanook comes racing up to them, BARKING loudly.

		SAM
	No, Nanook!  Quiet!

		EDGAR
	Your dog knows flesh-eaters when
	he smells 'em!

Nanook continues to BARK.

		MICHAEL
	Take him outside, Sam!

Sam grabs Nanook by the collar and leads him away.  The
others begin to climb the stairs -- when Grandpa appears.

		GRANDPA
	Michael!

Everyone freezes in place.  Grandpa looks the over.
They must certainly be the most curious group of people
he's ever seen going up the staircase.

		GRANDPA
	       (to Michael; continuing)
	Do you know the rule about filling
	the car up with gas when you take
	it without askin'?

		MICHAEL
	No, Grandpa...

		GRANDPA
	Well, now you know.

Grandpa departs.  It takes a moment to register, then
everyone hurries up the staircase.

174         INT. UPSTAIRS HALLWAY AND BEDROOMS		 174

Edgar and Alan watch from the hallway as Michael makes
Star and Laddie comfortable on his bed.  Sam comes up
the stairs, looks into the bedroom, then turns to the
Frogs.

		SAM
	Well... we blew Plan A.

		ALAN
	Time to activate Plan B.

		SAM
	What's Plan B?

		EDGAR
	We don't have one yet.
	       (looks at his watch)
	And we only have two and a half
	hours to come up with one.

		SAM
	What happens in tow and a half
	hours?

		EDGAR
	The dun goes down and they'll be
	comin' for us.

175         EXT. A SANTA CARLA CHURCH		      175

The sun begins to sink behind the archway cross.  CAMERA
PANS DOWN to find Sam and the Frogs charging in on their
bikes.  They drop them, run up the steps into the church.

176         INT. VESTIBULE OF CHURCH		       176

The boys enter.  A christening is taking place within the
church, but nobody notices as the Frogs pour the holy
water from the bowls near the doorways into their
canteens.

177         EXT. THE BOARDWALK - THE OCEAN		 177

The sun begins to set.

178         INT. VIDEO STORE			     178

Sam enters and goes running up to Lucy.

		SAM
	Mom!  Listen to me!  This is very
	important!  Santa Carla is
	crawling with vampires!

Lucy reacts.  A customer looks over at Sam.  Lucy takes
Sam aside.

		LUCY
	What did you say?

		SAM
	Vampires, Mom!  Everywhere!
	You've got to tell the police!
	The newspapers!  The TV stations!
	They'll listen to you.  They'll
	believe you...  you're a mom!

		LUCY
	Not funny, Sam!

		SAM
	This is not a joke.  They know
	that we know about them.  They're
	coming to the house as soon as it
	gets dark!

		LUCY
	Stop it, Sam.  Stop it right now!

		SAM
	But, Mom...

		LUCY
	Not another word!  I can't believe
	you're doing this.  I'm going to
	see Max tonight and you're trying
	to ruin it for me again.

		SAM
	No, I'm not...

		LUCY
	There's nothing wrong with Max.  I
	don't know why you don't --

		SAM
	       (exploding)
	-- I'm not talking about Max!  To
	hell with Max!

Lucy reacts.  More customers look over.  Sam winces.

		LUCY
	I'll deal with you later, young
	man.

179         EXT. VIDEO STORE			     179

Sam emerges from the store.  The Frogs are waiting for
him.

		SAM
	We're on our own.

Edgar and Alan exchange a look.

		ALAN
	Good.

		EDGAR
	That's just the way we like it.

180         INT. GRANDPA'S WORK ROOM		       180

Sam comes in to find Grandpa working on one of his
mounted animals.

		SAM
	Grandpa, the Widow Johnson called.
	She said to pick her up a seven
	instead of eight.

		GRANDPA
	       (confused)
	Did we have a date tonight?

		SAM
	I guess so.  She said not to be
	late.

		GRANDPA
	I better get cleaned up, then.

181         EXT. GRANDPA'S HOUSE - FEW MINUTES LATER	     181

Grandpa takes off in his pickup truck as the sun sinks
lower.

MONTAGE SEQUENCE

182         Michael locks doors and windows, boarding some up.     182

183         Sam prepares bowls of garlic in the kitchen.	 183

184         The Frogs pour some holy water into a full bathtub.    184

185         They fill water guns with holy water.	        185

186         Edgar and Alan supply camouflage makeup using a photo  186
in Soldier of Fortune magazine as their guide.

187         INT. MICHAEL'S BEDROOM		         187

Michael goes to the window.  It looks as if his strength
is returning.

He pulls back the curtain and looks out.  He has a
commanding view of Santa Carla.  The sun has just dropped
below the horizon.

Michael turns to Laddie and Star who begin to stir from
their resting place on the bed.  Star and Michael
exchange an anxious expression.

		STAR
	They'll be coming for Laddie and
	me, won't they?

		MICHAEL
	They'll be coming for all of us.

Then Michael goes to his closet and takes out a very
serious-looking hunting bow and arrow quiver.

188         EXT. MAX'S HOUSE - EVENING		     188

Max opens the door to Lucy and ushers her in.

		MAX
	Maybe this is the night where
	everything finally goes right
	for a change.

		LUCY
	I hope so.

Max picks up a note of concern in Lucy's voice.

		MAX
	Something the matter?

		LUCY
	No, no.  Just worrying about my
	boys -- as usual.

		MAX
	       (getting her some
	        wine)
	Let me tell you something about
	boys.  They're like weeds.  They
	grow best when they're ignored.

		LUCY
	       (taking the wine
	        glass)
	I thought you said they needed
	discipline?

		MAX
	Well... what do I know?  I'm a
	bachelor.
	       (pause)
	Lucy... this is going to be a
	very special night, I promise
	you.

He starts to go, but she stops him.  He looks confused,
then sees what she has in mind.  She kisses him on the
lips.  It last a long time.

189         INT/EXT. THE CAVE - NIGHTFALL		  189

190         THE LOST BOYS' POV			   190

Exiting the cave, and suddenly... we are flying!

OVER THE OCEAN

OVER THE BEACH

OVER THE BOARDWALK

OVER THE TOWN

191         INT. MAX'S HOUSE			     191

Max and Lucy are kissing passionately on the sofa when a
DISTANT NOISE is HEARD in the sky overhead.  Lucy notices,
but Max is too involved to hear anything.

Thorn, however, sits up and begins to HOWL.

192         INT. GRANDPA'S HOSUE - THE LIVING ROOM	       192

Sam, Michael, Edgar, Alan, Star and Laddie are assembled
for final instructions.  Sam and the Frogs carry loaded
water guns.  Michael has his bow and arrow.

		EDGAR
	I think I should warn you all:
	It's never pretty when a vampire
	buys it.  No two bloodsuckers ever
	go out the same way.  Some scream
	and yell.  Some go quietly.  Some
	explode.  Some implode.  But all
	will try to take you with them.

Michael and Sam exchange a look.  Then, Nanook begins
to BARK from outside.

		SAM
	Nanook!  I left him tied up in
	the yard.

Sam rushes to the door.

		EDGAR
	Don't go out there!  Stop him!

		MICHAEL
	Sam, don't --

193         EXT. GRANDPA'S HOUSE			 193

Sam races across the lawn in the moonlight toward Nanook,
tied up near Grandpa's vegetable garden.

EXT. VAMPIRE POV - FLYING OVER THE TREE TOPS

Moving toward Grandpa's house far in the distance.  Sam
can be seen running toward Nanook.

EXT. THE YARD

Sam reaches Nanook, who is now BARKING frantically.  Sam
tries to untie him.  Has difficulty with the knot.

EXT. VAMPIRE POV

Rushing in toward Sam and Nanook.

EXT. THE YARD

Sam frees Nanook.  The two of them run toward the house.

EXT. VAMPIRE POV

Sweeping in toward the yard.  Sam running below.

CLOSE ON SAM

dashing toward the house as VAMPIRE SOUNDS fill the air
behind him.

VAMPIRE POV

Now skimming over the grass -- speeding toward Sam and
Nanook.  Getting closer... closer... closer.

SAM

arrives at the door.  Runs into the house as:

VAMPIRE POV

has door SLAMMED in its face.

194         INT. THE HOUSE			       194

Sam leans against the front door, totally out of breath.
Everyone is relieved to have him back safely.

Then...

DWAYNE

EXPLODES from out of the fireplace!  Everyone SCREAMS.
Dwayne flies across the room kicking Michael in the face.
Michael goes down as Dwayne grabs Sam and lifts him into
the air.

Star grabs Laddie and rushes him up the stairs to safety.

Alan and Edgar swat baseball bats at Dwayne --

Dwayne, mid-air above them, still has Sam by the arm.
But Sam uses his free hand to draw his water gun and
spray Dwayne in the face.

Dwayne falls and CRASHES into the stereo, turning it on.
LOUD ROCK MUSIC begins to BLAST.

195         INT. SAM'S BEDROOM			   195

Star hides Laddie under the bed.  She notices that the
bedroom window is not closed.  She moves to close it when
it EXPLODES in her face and:

PAUL

flies into the bedroom.  Star SCREAMS.

196         INT. LIVING ROOM			     196

The boys hear Star's scream.  The Frogs rush up the
stairs.  Dwayne BELLOWS in protest -- and a beam of light
shoots out from his mouth.  Sam continues to squirt him
in the face.  The water burns his eyes, blinding him.

Enraged, Dwayne becomes a disgusting and hideous sight
with flashing fangs and purple face.

197         INT. UPSTAIRS HALLWAY			197

The Frogs and Star collide in the hallway.

		STAR
	It's Paul...

		EDGAR
	Where?

		STAR
	I don't know where he went.

Edgar glances around.  Notices that the boys' bedrooms
are on one side of the house and Lucy's is on the other.

		EDGAR
	       (to Star; indicating
	        Lucy's bedroom)
	Check that room!
	       (to Alan; indicating
	        Sam's bedroom)
	You take that one.

Edgar takes Michael's bedroom himself.

198         INT. MICHAEL'S BEDROOM		         198

Edgar cautiously enters the room -- water gun drawn.

The bathroom door opens behind him and Paul quietly steps
out.  He looks as horrible and nasty as Dwayne.  His
face evil and rotting.  His fingernails long and sharp.

Paul bares his fangs.  They are yellow and bloodstained.
He is about to sink them into Edgar's neck when Edgar
senses his presence and spins around.

		EDGAR
	       (startled)
	Ahh!!

Paul lunges, but Edgar SQUIRTS him in the face with holy
water.  Paul YELLS and SCREAMS and flails his arms, but
Edgar continues to SQUIRT and SQUIRT, driving Paul back
into the bathroom.

199         LIVING ROOM				199

Dwayne grabs Sam and is just about to gouge out his eyes
when:

		MICHAEL
	Duck, Sam.

Michael, recovered, releases an arrow.  It WHOOSHES
through the air and sinks into Dwayne's throat.

Dwayne ROARS in horror and pain.  So loud is his cry that
windows SHATTER and light bulbs POP.

Then, as if illuminated from within, Dwayne's body begins
to glow.  It CRACKLES with electrical energy.  HISSES and
FIZZES.  Then vanishes from sight.

200         INT. BATHROOM			        200

Edgar shooting holy water as Paul backs into bathroom.

		EDGAR
	Alan!  Alan!  I'm almost out of
	ammo!!

Sam and Michael's bedrooms are connected by the bath-
room.  Alan hears Edgar's cry and enters the bathroom from
Sam's side, coming up behind Paul.

Alan sees the bathtub filled with holy water and has an
idea.  He gets down on his hands and knees behind Paul.

Edgar catches on and head-butts Paul, knocking him back-
wards.  Paul trips over Alan and falls into the tub with
a SPLASH.

The water burns!  Paul SCREAM and kicks.  The water turns
to a frothy pink and yellow foam -- boiling up, spitting,
and shooting into the air like a geyser.  Alan and Edgar
jump back.  And in a moment... Paul is gone.

201         EXT. ROOF				  201

Shoots through the roof.

202         LIVING ROOM				202

Michael and Sam are about to run upstairs when:

MARKO

CRASHES up through the window in front of them, blocking
their path.  Michael and Sam leap back.

Then, Michael looks up -- just as:

DAVID!

crashes through another window.  Hovering in the air
directly overhead; his back pressed against the ceiling.

Sam and Michael react as David SWOOPS down on them --
fangs exposed; claws extended.  The boys leap away, but
David's claws rake across Michael's back, tearing his
shirt and drawing blood.

Marko SMASHES the living room lamps and the room goes
dark.  Marko and David -- glowing dimly -- soar around
the room like bats.

Marko and David enjoy the superiority of the air, but
Michael has had enough.  Sensing his own ability to
fly, he leaps into the air and speeds toward David.

Sam looks astonished... and Marko catches him off-guard.
He scoops him up and flies him into the kitchen.

Michael's flying is not pretty.  He tumbles awkwardly
through the air.  But his aim is good.  He COLLIDES with
David in mid-air.  Michael ricochets across the room and
David is propelled in a new direction as well.

The two of them careen from wall to wall like racquet
balls.

203         INT. MICHAEL'S BEDROOM		         203

Edgar and Alan, still flushed with their victory over
Paul, sit on the bed re-loading their guns with holy
water.

		ALAN
	Did you see that sucker burn?!

		EDGAR
	Man, we totally annihilated his
	night-stalkin' ass!

		ALAN
	Two down and two to go.

		EDGAR
	       (very serious)
	Four to go.

		ALAN
	Whattaya mean?

		EDGAR
	Those two we brought back with us.
	The girl and the kid.  I don't
	trust 'em.  I say we terminate 'em
	while we can.

		ALAN
	You know what?  You're absolutely
	right.

LADDIE

still hiding under the bed is listening to every word
the Frogs utter.

He begins to transform upon hearing the Frogs' plan.
His "human" eyes roll back into his head until his
"vampire" eyes -- glowing red slits -- take their place.

Laddie opens his mouth and a beam of light shoots out.
His fangs begin to descend... POPPING his braces off.

Edgar's and Alan's ankles dangle temptingly before him.

RETURN TO SCENE

		EDGAR
	Death to all vampires!

		ALAN
	Maximum body-count.

		EDGAR
	We are awesome monster-bashers!

		ALAN
	The meanest!

		EDGAR
	The baddest!

The Frogs are about to exchange another self-congratu-
latory high-five when... the mattress begins to erupt
between them.  It bulges and heaves and...

LADDIE

RIPS through it!  Bedcovers are shredded and mattress
stuffing and springs explode into the air.  Laddie has
transformed into the ugliest, meanest little vampire
imaginable.

Alan and Edgar SCREAM at the top of their lungs and
leap away from the bed in terror.  Laddie virtually pulls
the mattress apart, climbs away and advances on the Frogs
who cower in the corner like the scared children they
are.

Star rushes in, sees what's happening, and steps between
Laddie and the Frogs.

		STAR
	Laddie... NO.

The Frogs are amazed to see Star fearlessly put her arms
around Laddie like a comforting mother and calm him down.
And Laddie returns to normal before our astonished eyes.

204         INT. THE KITCHEN			     204

Marko advances toward Sam.  Nanook GROWLS.  Sam throws
anything he can get his hands on:  Plates, toaster, cups,
silverware, etc.  They bounce harmlessly off of Marko's
head and chest.

Marko continues to advance.  Sam grabs the kitchen fire
extinguisher and SPRAYS FOAM into Marko's face.  But it
doesn't stop him.  Marko's long, serpent's tongue slips
out of his mouth and cleans the foam from his face.

Marko just keeps coming.  He opens his mouth revealing
a blinding beam of light and long, jagged fangs.  He
rushes toward Sam who grabs a round wooden napkin ring
and JAMS it into Marko's mouth.

The ring props Marko's mouth open and offers a convenient
opening through which Sam begins to stuff entire garlic
cloves.  Marko's eyes blaze.

205         INT. THE LIVING ROOM			 205

David and Michael continue their aerial dog-fight.

Michael looks like he's getting the worst of it.

David gets the edge on him.  He comes up under Michael,
grabs him by the waist and continues to fly upward until
Michael's head BANGS against the ceiling, knocking him
unconscious.

Michael drops to the floor.

206         INT. THE KITCHEN			     206

As Marko struggles to remove the napkin ring from his
mouth, and Nanook bites his ankles -- Sam continues to
stuff garlic down Marko's throat.

Suddenly, Marko starts to swell up like a balloon.  Get-
ting bigger and bigger, until his face nearly disappears
into a puffy, purple ball.

		SAM
	Nanook!  He's going to burst!

Sam and Nanook turn away as MARKO EXPLODES O.S. and gooey
green slime is splattered over the kitchen.

Sam barely has time to savor the thrill of victory before
something grabs him by the back of the neck and yanks him
into the air.

It's David.  He flies out of the kitchen with Sam.

207         INTO THE LIVING ROOM			 207

UP THE STAIRS

DOWN THE HALLWAY

208         INTO MICHAEL'S BEDROOM		         208

Where he hurls Sam across the room.  Star, Laddie, Edgar
and Alan are there as well.

David points his index finger... and a ribbon of flame
shoots out -- like a welder's torch.  Everyone fearfully
steps back.

David "draws" a wreath of flame around the windows and
the door... sealing everyone inside.  But he exits...

209         INT. THE LIVING ROOM			 209

Michael regains consciousness in time to see David
approaching him.

		DAVID
	Just you and me now, Michael.
	One on one.  Fight to the finish.

Michael gets slowly to his feet, never taking his eyes
off David.

		DAVID
	It's over, Michael.  You're the
	only one left.  They're all dead.
	Sam and Star, too.  All dead.

Michael doesn't believe him -- but he looks worried.
Then, David attacks.  He leaps at Michael... and the
fight is on!

Michael grabs a wooden hat rack and swings it like a
bat.  It connects with David's head, but David is
unphased.  Michael swings again and David catches the hat
rack, yanks it from Michael's grasp and SNAPS it in two
as if it were a twig.  Michael charges.

They tumble through the air, fighting fiercely.  CRASHING
from one room to the next.

210         THROUGH THE DINING ROOM		        210

211         THROUGH THE KITCHEN			  211

212         INTO THE BACK PORCH			  212

213         INT. UPSTAIRS BEDROOM			213

Where everyone is trapped.  Sam and Edgar have their
ears pressed to the floor, listening to the fight below.

214         INT. BACK PORCH			      214

Michael and David SLAM each other into walls.  Finally,
David picks up Michael's chest and propels him back-
wards, two feet off the ground, back --

215         THROUGH THE KITCHEN			  215

216         THROUGH THE DINING ROOM		        216

217         INTO THE LIVING ROOM			 217

Where David traps Michael against the wall, the barbell
pressed against his neck.

		DAVID
	Give up, Michael!  You're one of
	us.  Don't you understand that?
	You're one of us!

Michael doesn't listen.  He struggles, but can't free
himself.

		DAVID
	Don't make me kill you!

218         INT. UPSTAIRS BEDROOM			218

		SAM
	We have to help him!

		EDGAR
	How?!  We can't get out!

		STAR
	       (after a moment)
	I can.

Everyone looks at her.  Star turns toward the burning
door, contemplates going through it.

CLOSE ON STAR

We realize that for her to go through the door she must
allow a bit of the vampire in herself to surface.  A
subtle change comes over her... and she opens the burning
door and walks through it without harm.

Sam, Edgar and Alan exchange a look, then put their ears
to the floor again.

219         INT. THE LIVING ROOM			 219

David presses hard against the barbells.  The weights
sink into the wall and the bar itself begins to crush
Michael's throat.

		STAR (O.S.)
	Leave him alone!

David turns to see Star standing behind him.  She holds
the pointed, broken hat rack in her hands.

David releases his grip on the barbells.  They fall to
the floor.  So does Michael -- holding his throat and
gasping for air.

		DAVID
	You can't kill me, Star.

		STAR
	       (trembling)
	I will, David!

		DAVID
	No, Star.  Put it down.  Put it
	down.

Star's resolve begins to crumble.  We realize that she
is incapable of killing David.  He begins to approach
her.

		MICHAEL
	David!

David spins in Michael's direction.  Somehow, Michael has
summoned up a hidden reserve of strength.  He holds the
barbells in his hands.

		MICHAEL
	Catch!

He pushes the barbells through the air toward David who
catches them instinctively.  But their weight carries
him backwards -- directly into the pointed end of the
broken hat rack that Star holds.

		DAVID
	Ahhhhhh!!

The hat rack enters his back, pierces his heart, and
exits through his chest.

David SCREAMS and BELLOWS and pulls out the stake.
Light pours from the hole in his body like a brilliant
searchlight.

Then David flies up and HITS the ceiling -- still HOWLING
and YELLING and SPARKING like a Roman candle.

Then -- like a balloon losing its air -- he begins to
deflate and ROCKET around the room on a wild, spinning
flight.

Star and Michael duck to avoid being hit.

David is heading toward the ceiling.

220         INT. UPSTAIRS BEDROOM			220

Sam, Edgar and Alan have their ears presses to the floor
when suddenly, David EXPLODES through the floor only
inches away -- and keeps traveling upward, EXPLODING
through the bedroom ceiling as well.

221         EXT. GRANDPA'S HOUSE - NIGHT		   221

David CRASHES through the roof of the house and disin-
tegrates high in the night sky -- like a shooting star.

222         EXT. UPSTAIRS BEDROOM			222

Sam and the Frogs looks at the hole in the floor, then
look at the hole in the ceiling... then see the wreath
of flames around the door and windows blow out and die.

They rush for the door.

223         INT. THE LIVING ROOM			 223

Sam, Laddie and the Frogs come down the stairs to see
Michael holding Star in his arms.

All is silent.  And slowly they realize that they have
triumphed.

		EDGAR
	       (to Michael)
	You destroyed David.  His hold on
	you has been released.

Sam notices that Michael, Star and Laddie don't look
pleased.

		SAM
	What's the matter?

		MICHAEL
	I... I don't feel any differently.
	       (to Star)
	Do you?

Star shakes her head, no.  They look at Laddie.  He also
shakes his head, no.

		EDGAR
	That means we still haven't
	destroyed their leader.

224         EXT. SANTA CARLA STREET - NIGHT		224

Grandpa's pickup rumbles down the street.

225         INT. THE LIVING ROOM			 225

Headlights sweep across the front window.

		SAM
	Someone's here.

Everyone looks toward the door -- and Max and Lucy enter.
They stop dead in their tracks.

		LUCY
	Ohmygod...

		SAM
	Mom!

		LUCY
	What happened?  Is everybody
	all right?!

Michael and Sam don't know what to say or where to
begin.  Then we notice that Max wears and expression of
pure anguish.

		MAX
	Where are my boys?...

Everyone looks confused.

		MAX
	Where's David?  Where are the
	others?!

Sam, Michael, the Frogs, Laddie and Star know what Max is
talking about, and they react in horror.  But Lucy is
still in the dark.

		LUCY
	Max... what are you talking
	about?

		MAX
	It was all going to be so perfect,
	Lucy.  One big happy family.  My
	boys... and yours.

		EDGAR
	I knew it!  You are a vampire!

		LUCY
	       (softly)
	Vampire?...

		SAM
	But you passed the test!

		MAX
	Michael invited me in.  Never
	invite a vampire into your house.
	It renders you powerless.

		SAM
	What?!
	       (to Edgar)
	Did you know that!?

		EDGAR
	Sure.  The invitation protects them.

Sam glares at Edgar.  As if to say, Thanks for nothing!

		LUCY
	Will somebody please tell me what
	this is all about!?

		MAX
	It's you I was after all along,
	Lucy.  To be our day time guardian.
	I knew if we could bring Sam and
	Michael into the faimly, there'd
	be no way you could say no.

Max peels back his lips revealing his fangs.  Lucy jumps.

		MAX
	I still want you, Lucy... I haven't
	changed my mind about that.

Max advances toward Lucy.  He is the meanest, nastiest,
foulest, oldest vampire of them all.  And all the evil
and depravity that dwells within his soulless being now
manifests itself in his ghastly appearence.

Everyone SCREAMS.

He moves toward Lucy.  Yellow eyes flashing.  Fangs
descending below his jaw.  Skin rancid.  Breath foul.

Michael steps between Max and his mother.

		MICHAEL
	I didn't invite you in this time!

		LUCY
	Michael!...

		MICHAEL
	Get out, Mom!  Run!

Max ROARS and everyone is knocked to the ground and held
there by the sound.  Everyone but Michael, that is.
He alone is left standing to face Max.

226         OUTSIDE HOUSE			        226

Grandpa arrives home.

227         INSIDE HOUSE			         227

Max scoffs at Michael.

		MAX
	Come on, boy.  Come and save
	your mother.

Michael and Max do battle.  Michael is brave, but fool-
ish.  He doesn't have a chance.

Holding Michael by the ankle, Max spins him over his
head.  Michael hits against the walls and the bannister,
SNAPPING off the rails one by one.

Then, Max releases him and Michael sails across the room
and lands in a heap.  Exhausted and defeated.

228         WINDOW - GRANDPA WATCHES		       228

229         BACK TO SCENE			        229

Max smiles to himself, reaches down and pulls Lucy to
her feet.  Prepares to sink his fangs into her neck.  She
struggles to get away.

		MAX
	Don't fight.  It's so much better
	if you don't fight.

He lowers his head to her neck.  Lucy looks over his
shoulder, sees something through the front window.  With
all her strength she pushes away from Max, and...

230         GRANDPA'S TRUCK			      230

SMASHES into the front of the house in reverse.  The
truck stops, but the fencing material in the truck's
bed does not.

Several large fence posts CRASH through the picture
window... slicing through Max's body like knives through
butter!

Max ROARS in protest and in pain.  The force of the
impaling propels him backwards into the fireplace where
his body becomes a VORTEX, drawing into it all that
surrounds it.

It sounds like the RUSHING OF THE WIND as furniture,
drapes, carpets, etc. are sucked into the space that was
once occupied by Max's body.

Lucy, Sam, Star, Laddie and the Frogs hold on to one
another for dear life, lest they get sucked in as well.
Michael, too weak to save himself, goes by -- but Star
and the Frogs are able to grab hold of him.

Nanook also finds himself being sucked in.  But Sam grabs
him by the tail and holds him back.

Everything else that isn't nailed down (and some things
that are, like floorboards) disappear into the swirling
vortex.

231         EXT. THE HOUSE			       231

Grandpa, from his truck, looks up at the chimney and sees
the VAPORIZED CONTENTS of his house being spewed high
into the night air.

232         INT. THE LIVING ROOM			 232

Max's own head and limbs are consumed in the vacuum, and
the vortex beings to subside.  Silence.

		LUCY
	Everybody okay?

Everyone is able to get to their feet now.  Sam sees
Max's driving cap on the floor.  He picks it up and
tosses it into the now dying vortex.

Michael and Star trade joyful expressions.

		MICHAEL
	It's gone.  I feel it!

		STAR
	So do I!

They look at Laddie.

		LADDIE
	Me, too!

Michael hugs Star.

		MICHAEL
	Everyone accounted for?

Grandpa enters from the front yard.  He surveys the
scene, then, stepping over the debris, heads into:

233         THE KITCHEN				233

and goes directly to the refrigerator.  He pays no
attention to the mess or the gooey green slime that coats
the walls.  He just opens the door and takes a diet
Root Beer from the second shelf.

He POPS the top, takes a long swallow and lowers the can.

		GRANDPA
	       (to himself)
	The one thing about livin' in
	Santa Carla I never could stomach...
	       (beat)
	All the damn vampires.

234         EXT. THE LOBBY/CAVE - NIGHT		    234

The place is deserted.  CAMERA PROWLS.  Then, one by
one, KIDS begin to arrive.  At first we don't recognize
them.  But then we realize they are:  The Runaways who
Lucy gave food to... Maria from the Video Store...
A couple of Surf Naxis... (and perhaps others.)  They
are here to take up where the Lost Boys left off.

CAMERA PUSHES PAST THEM, toward the old mural painted
on the lobby wall.  The mural depicts a typical day on
the boardwalk in the year 1900.

CAMERA MOVES CLOSER AND CLOSER TO THE MURAL.

And HOLDS TIGHT on one painted figure in particular:
A man in a straw hat.  He's grinning broadly... and he's
most definitely Max.

END