2x12
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               INT. HEAVEN'S GATE HOSPITAL - HALLWAY - MOMENTS LATER

               Frank emerges from Otis' room as Dr. Neilsen passes by.

                                   FRANK
                         Katie.

               He catches up with her.

                                   FRANK (CONT'D)
                         What can you tell me about Otis
                         there.

               The doctor shrugs.

                                   DOCTOR NIELSEN
                         Not much to tell. Eighty. Moderate
                         stage Alzheimer's. No family.

                                   FRANK
                         He said something about not
                         sleeping because the shadows would
                         get him.

                                   DOCTOR NIELSEN
                             (nodding)
                         Yeah. That's his new thing. Before
                         that he kept asking when his dead
                         wife was coming to visit him.

               Frank frowns.

                                   FRANK
                         He seemed more out of it today than
                         normal.

                                   DOCTOR NIELSEN
                         It's the insomnia. Don't worry.
                         We're going to give him something
                         tonight that should help him rest.

               Frank nods. Katie pats him on the arm and continues on her
               way. Frank looks back at Otis' door for a beat and then walks
               down the hallway toward a sign marked "exit".

                                                               FADE TO:

               INT. HEAVEN'S GATE HOSPITAL - HALLWAY - NIGHT

               Nurse Mandy is once again on her rounds. She walks past Otis'
               room and continues on out of frame.

                                                               FADE TO:

               INT. HEAVEN'S GATE HOSPITAL - OTIS' ROOM - CONTINUOUS

               Otis is sound asleep. His TV is on but the volume it turned
               down. It cast a small amount of light on his sleeping form.

               The picture flickers for a few seconds. A MUFFLED WHISPERING
               can be heard.

               ANGLE ON: the drapes. The shadows cast by the TV begin to
               move.

               The whispering increases.

               ANGLE ON: the floor. The shadows of the bedside table and
               nearby chair begin to move, stretching toward the bed.

               ANGLE ON: Otis lies peacefully in his bed as the shadows
               converge on the foot of the bed and slowly begin to move up
               his sleeping form.

               His brow furrows. His breathing increases. The shadows are
               now covering him completely. He jerks and begins to thrash
               out with his limbs exactly like Sherry. More whispering.

               His body JUMPS a few inches into the air as if lifted by an
               invisible hand and then dropped. The whispering reaches it's
               peak. 

               Otis jerks again, gasping for air. His eyelids flutter. He
               lets out one final gasp and then it's over. 

               All goes silent.

               ANGLE ON: Otis' hand falls limply over the side of the bed.
               The camera HOLDS on it for a beat and then:

                                                             BLACK OUT:



                                   END OF ACT ONE
                                       ACT TWO

                                                               FADE IN:

               EXT. THE ROUNDHOUSE CLUB - MORNING

               Establishing shot.

                                                                CUT TO:

               INT. THE ROUNDHOUSE CLUB - CONTINUOUS

               Rick is behind the bar of the empty club wiping down the
               counter. He picks up a couple of empty beer bottles and
               deposits them in the trash.

               As he turns, something catches his eye. It's a PHOTO of Vi
               that he has stuck in edge of the mirror which hangs on the
               wall behind the bar. With his left hand, he pulls the photo
               out and studies it.

               CU on the picture, Vi beams happily at the camera.

               A loving smile comes to Rick's face. He raises his right hand
               and traces the curve of her cheek with a finger.

               The smile on his face fades, replaced by a look of deep
               sadness. Tears start to form in his eyes.

                                   BILLIE (O.S.)
                         That was a beautiful necklace.

               Startled, Rick jumps. He quickly wipes his eyes with the back
               of his hand. He sticks the picture back in its place as he
               turns to see Billie leaning in the storeroom doorway.

                                   RICK
                         I didn't... 
                             (clearing his throat)
                         ...realize you were here.

               Billie walks toward him.

                                   BILLIE
                         I was in HQ checking on our
                         "guest". Came in through the back
                         door.

               Rick nods. Billie pulls the picture of Vi back out.

                                   BILLIE (CONT'D)
                         She's a beautiful girl.

               Rick nods neutrally and then looks away. After an awkward
               beat-

                                   RICK
                         I love her.

               Billie sets the picture on the bar.

                                   BILLIE
                             (smirking)
                         I kind of figured.

               Rick turns back to Billie.

                                   RICK
                         How do you do it?

               Billie squints her eyes questioningly.

                                   RICK (CONT'D)
                         How do you look at someone you love
                         and lie to their face day after
                         day?

               Billie clenches her jaw.

                                   RICK (CONT'D)
                         You and Frank are friends and
                         you're stabbing him in the back! 
                             (insistently)
                         How do you do it?!

               Billie gets in Rick's face. The anger is seething off her.

                                   BILLIE
                             (too loudly)
                         I'm doing what I have to do!

               Billie SLAMS her fist down on the bar. Rick jumps again,
               partly startled by Billie's outburst but mostly by the fact
               that she has put her hand THROUGH THE BAR! She too seems
               shocked. She breathes deeply, calming herself. She extracts
               her hand from the bar.

                                   BILLIE (CONT'D)
                             (coolly)
                         If you know what's good for you,
                         lieutenant, you'll do the same.

               She flinches, touching her temple gingerly. She then turns
               and walks quickly back to the storeroom, exiting inside.

               Rick glances at the hole in the bar. He frowns, his mind
               obviously full of heavy thoughts as we:

                                                                CUT TO:

               INT. HEAVEN'S GATE HOSPITAL - HALLWAY - MIDDAY

               Frank, Tamsin, and Fletcher round the corner walking into
               frame. Fletcher is holding his small laptop. It's open and he
               is looking at the screen.

                                   FLETCHER
                         Here's something called Der
                         Kinderstadt. The last one reported
                         was also in a hospital environment.

               Tamsin leans in to look at the picture on the screen. She
               grimaces.

                                   FRANK
                         Does it mention anything about
                         shadows?

               Fletcher and Tamsin look questioningly at Frank.

                                   FRANK (CONT'D)
                         Otis, the guy across the hall, said
                         something.

               Fletcher and Tamsin exchange a look.

                                   FLETCHER
                         Isn't he suffering from dementia? 

               Frank frowns seeing where they are coming from.

                                   FRANK
                         Yeah. But he seemed really scared
                         about something.

               Fletcher doesn't look convinced.

                                   FRANK (CONT'D)
                             (firmly)
                         I've been in heavy combat. I know
                         the look of fear when I see it.

               Fletcher looks as if he is about to argue the point, but
               Tamsin places a hand on his arm.

                                   TAMSIN
                         Why don't we go have a chat with
                         Mister...

               She looks to Frank.

                                   FRANK
                         Freeman.

               She nods and returns her gaze to Fletcher, continuing her
               sentence.

                                   TAMSIN
                         ...Mister Freeman. No harm in that.

               Fletcher nods reluctantly. The three walk out of frame as we:

                                                               FADE TO:

               INT. HEAVEN'S GATE HOSPITAL - HALLWAY - MOMENTS LATER

               The gang walks toward Otis' room. Fletcher has closed up his
               computer and is carrying it under his arm. They reach Otis'
               door but stop dead in their tracks (no pun intended) as Otis'
               lifeless body, covered with a sheet, is wheeled out on a
               stretcher.

               The three watch wordlessly as Orderly Corey pushes the gurney
               down the hall. Dr. Neilsen exits the room carrying a stack of
               charts. She notices the three.

                                   DOCTOR NIELSEN
                         Hey, Frank. I'm sorry. I know you
                         and Otis were close.

               Frank nods.

                                   FRANK
                         What happened?

                                   DOCTOR NIELSEN
                             (shaking her head)
                         The man was eighty, Frank. Could
                         have been a half-dozen things.

                                   TAMSIN
                         So you don't think his and the
                         girl's deaths are related?

               The doctor looks around. She nods toward Otis' room
               indicating that they should step inside.

                                                                CUT TO:

               INT. HEAVEN'S GATE HOSPITAL - OTIS' ROOM - CONTINUOUS

               The four enter the room. Katherine closes the door behind
               them.

                                   DOCTOR NIELSEN
                         It's hard to say. Before Sherry, I
                         wouldn't have questioned someone in
                         Otis' condition passing away.

               Dr. Neilsen hands Frank the stack of charts she is holding.
               Frank opens the top one and quickly scans it. He passes it on
               to Tamsin and Fletcher and moves on to the next one. He looks
               back to Katherine.

                                   FRANK
                         What are we looking at here?

                                   DOCTOR NIELSEN
                         Charts of the patients who have
                         died in the last six months. After
                         Sherry, I pulled them and started
                         looking for a pattern.

                                   FLETCHER
                         Did you find anything?

               Tamsin takes the rest of the charts from Frank and continues
               looking.

                                   DOCTOR NIELSEN
                             (shaking her head)
                         No. Different ages, different
                         races, male and female. They don't
                         have anything in common.

               Frank frowns. Fletcher takes out his demon tracker and scans
               the room.

                                   FLETCHER
                         Hmm.

               He holds the scanner up for Frank to see.

                                   FLETCHER (CONT'D)
                         Residual energy traces. Something's
                         been here within the last twelve
                         hours. 
                             (beat)
                         Too weak to lock down a species.

                                   TAMSIN
                             (still looking at the
                              charts)
                         Here's something else.

               She scans the charts for another beat and then looks to Frank
               and Katherine.

                                   TAMSIN (CONT'D)
                         Three months ago, three patients
                         died on three consecutive nights.
                         The same thing happened exactly one
                         month later, and then again last
                         month. If the pattern holds true,
                         someone is going to die tonight.

               A worried look crosses Katherine's face. 

                                   DOCTOR NIELSEN
                         There are over five-hundred
                         patients in this hospital. How can
                         we possibly protect them all?

               Tamsin looks at the charts again quickly.

                                   TAMSIN
                         Each series appears to happen on
                         the same floor and on the same
                         wing. The first month it was floor
                         five on "D" wing, the next on two
                         "B", then three "A". Now, four "C".

                                   FLETCHER
                         That's odd.

               Agreeing, Frank nods.

                                   DOCTOR NIELSEN
                         There are twenty-five patients per
                         wing per floor.

               Frank clinches his jaw.

                                   FRANK
                         That stretches us thin, but I like
                         those odds a lot better.
                             (beat)
                         Especially once we call in the
                         calvary.

               Frank gives Katherine a wink as we:

                                                           JUMP CUT TO:

               INT. HEAVEN'S GATE HOSPITAL - HALLWAY - DUSK

               Frank, Billie, Corrine, Tamsin, Fletcher, Vi, Rick, Tyler,
               Callie, and Mike (who is mysteriously wearing a tuxedo) walk
               down the hall. As the walk, they break off into groups. 

               Vi, Rick, and Mike turn down a hallway. Tyler, Callie, and
               Corrine turn down another. Tamsin and Fletcher exit down
               another hallway leaving Billie and Frank walking alone.

                                   FRANK
                         Thanks for coming, Billie. I know
                         how you feel about Brynn.

                                   BILLIE
                         It's not the girl, Frank. She seems
                         sweet. It's that thing living
                         inside of her. 

               Frank nods understandingly.

                                   FRANK
                         Still, I appreciate it. I don't
                         want to leave her alone with this
                         whatever-it-is on the loose.

               Billie nods. She cringes slightly and puts her hand to her
               head. Frank notices.

                                   FRANK (CONT'D)
                         You okay?

                                   BILLIE
                             (shaking her head)
                         Yeah. Just a headache.

               They walk a few more steps to Brynn's door.

                                                                CUT TO:

               IN. HEAVEN'S GATE HOSPITAL - BRYNN'S ROOM - CONTINUOUS

               Frank and Billie enter the room. Brynn is sitting up in bed
               watching TV. Beau, Jamie, and SIMON TRAVERS are there. Seeing
               Frank, her face lights up.

                                   BRYNN
                         Hey, Frank!

               Frank nods to everyone.

                                   FRANK
                         Hey, Brynn. You remember my friend
                         Billie.

               Brynn gives the woman a friendly nod.

                                   BRYNN
                         Hey.

               Billie nods back to the young girl.

                                   FRANK
                         She's going to sit with you for a
                         bit while I do a little
                         "neighborhood watch."

               Brynn gives Frank a confused look.

                                   FRANK (CONT'D)
                         There have been some... attacks...

               Jamie and Beau exchange a knowing look.

                                   FRANK (CONT'D)
                         ...here at the hospital. I just
                         want to make sure you're safe until
                         they find this guy.

               Simon moves forward.

                                   SIMON
                         Somethin' I can do, mate?

                                   FRANK
                             (nod)
                         Yeah. Come with me.

               Simon nods. He points to Beau and Jamie and gives them a
               wink.

                                   SIMON
                         See you boys later. Brynn.

               He takes the young girl's hand and gives it a suave kiss. Her
               cheeks flush. 

                                   SIMON (CONT'D)
                         Until we meet again.

               Jamie and Beau rolls their eyes.

               As they leave, Billie flops down in the chair on the other
               side of the room with a loud sigh. The three young people
               look curiously at her. She ignores them and rubs her head as
               we:

                                                                CUT TO:

               INT. HEAVEN'S GATE HOSPITAL - HALLWAY - MOMENTS LATER

               Frank and Simon are walking down the hallway.

                                   SIMON
                         This "guy" you're lookin' for, he
                         ain't a human bloke, right?

                                   FRANK
                         You catch on quick.

                                   SIMON
                         Not me first time, as you Yanks
                         say.

               Frank chuckles. 

               They walk out of frame as we:

                                                                CUT TO:

               INT. HEAVEN'S GATE HOSPITAL - HALLWAY - CONTINUOUS

               Mike, Vi, and Rick's walk down the hallway, Vi on her cell
               phone. She groans, hangs up, and slips her phone into her
               pocket.

                                   RICK
                         Still no Sarah?

                                   VI
                         No. She wasn't home last night.
                         She's still screening her calls.

                                   MIKE
                         Damn! Who know that mousy chick
                         could hold such a grudge? Good for
                         her!

               Vi cuts her eyes at Mike as Corrine, Tyler, and Callie
               approach from the opposite direction.

                                   CORRINE
                         Any sign of this creature?

                                   VI
                             (shaking her head)
                         Not yet.

               She holds up her tracker.

                                   VI (CONT'D)
                         Just the same faint energy
                         signature Fletcher noticed earlier.

               Mike adjust his bow-tie. Corrine notices his attire for the
               first time.

                                   CORRINE
                         What's with the penguin costume?

                                   MIKE
                         You like?

               Mike smooths the sleeves on his jacket. Tyler looks annoyed.
               Callie chuckles lightly.

                                   TYLER
                         He got that at the tux rental place
                         yesterday.

                                   MIKE
                             (excitedly)
                         They were selling their entire last
                         year's stock for seventy-five
                         percent off!

                                   TYLER
                             (pained)
                         He bought four.

                                   CORRINE
                         So why is he--

                                   TYLER
                         Because I argued that he would
                         never wear them.

               Corrine smirks.

                                   MIKE
                         Hey, I know I wore this just to
                         annoy you, but I've realized
                         something.
                             (beat)
                         This tux makes my already hard-to
                         resist personality... irresistible. 

               Mike strikes a pose. Tyler groans.

                                   VI
                             (snarky)
                         Jack seemed to resist you pretty
                         well when you were wearing a tux.

                                   MIKE
                         Yeah, well that was before I
                         realized the power of the suit.
                         Before I knew how to work it.

               He looks around and sees Nurse Mandy walking toward them on
               her rounds.

                                   MIKE (CONT'D)
                         Observe.

               He strike an other pose.

                                   MIKE (CONT'D)
                             (to Nurse Mandy; suavely)
                         How you doin', beautiful?

               Nurse Mandy blushes, and gives Mike a flirty little wave as
               she continues on her way.

               Mike pops the collar on his jacket and gives a cocky grin.

                                   MIKE (CONT'D)
                         I vow to only use this power for
                         good.

                                   CORRINE
                         Let's get back to work, Mr. Bond.

               Mike gives her a wink. They break back into their groups and
               head off in different directions as we:

                                                                CUT TO:

               INT. HEAVEN'S GATE HOSPITAL - HALLWAY - LATER

               Simon and Frank reach the end of one hallway and meet up with
               Tamsin, and Fletcher.

                                   SIMON
                         Hey, Tams!

               Tamsin sighs.

                                   TAMSIN
                         What are you doing here, Simon?

                                   SIMON
                             (offended)
                         Great to see you too, sis!

                                   TAMSIN
                         Sorry.

               She leans in and give him a light kiss on the cheek.

                                   TAMSIN (CONT'D)
                         Better?

               Simon nods.

                                   TAMSIN (CONT'D)
                         Good. Now what are you doing here?

               Simon smirks.

                                   SIMON
                         Brought the boys by to visit their
                         friend. I think our Jamie fancies--

                                   TAMSIN
                             (alarmed)
                         Jamie's here!?

               Fletcher slides a comforting arm around Tamsin.

                                   FLETCHER
                         Don't worry, love. Remember, this
                         creature only attacks people in
                         their sleep. We think.

                                   SIMON
                         You ain't gotta worry then, see?
                         We'll be out of here long before
                         the lad's ready for bedy-bye.
                             (beat)
                         Love?

               Simon raises his eyebrow suspiciously at Fletcher. Fletcher
               and Tamsin smile happily as we:

                                                                CUT TO:

               INT. HEAVEN'S GATE HOSPITAL - BRYNN'S ROOM - LATER

               The lights are out and the room is lite only by the TV. Brynn
               is sitting up in her bed as before. She looks tired. The two
               boys are sitting on the bed.

               Billie is still in the chair. She is slumped down, eyes
               closes, massaging her temple softly as she teeters on the
               verge of sleep. 

                                   BEAU
                         ...and it turns out Beyonce was
                         right. I wasn't ready for that
                         jelly.

               Jamie looks confused.

                                   BEAU (CONT'D)
                         Because she was too bootylicious.

               Jamie still isn't laughing.

                                   BEAU (CONT'D)
                             (to Brynn)
                         Can you believe this guy? He
                         doesn't--

               Brynn gives a big yawn.

                                   BEAU (CONT'D)
                         Okay, okay. I can take a hint.

               Beau nudges Jamie.

                                   BEAU (CONT'D)
                         Wanna go grab a drink?

               Jamie nods.

                                   JAMIE
                             (to Brynn)
                         Want us to get you anything?

               Brynn gives a big yawn and shakes her head.

                                   BEAU
                         Be right back.

               The two boys stand and exit out the door.

               Brynn again yawn and leans back on her pillows, closing her
               eyes.

               Across the room, Billie is now asleep in her chair.

               ANGLE ON: on the wall behind Billie, the shadows start to
               move slowly. 

               ANGLE ON: the shadows on the floor begin to move closer to
               her. 

               In the BG Brynn makes herself more comfortable, unaware of
               the danger closing in on Billie.

               As the shadows move in closer to Billie's sleeping form we:

                                                             BLACK OUT:



                                   END OF ACT TWO
                                      ACT THREE

                                                               FADE IN:

               INT. HEAVEN'S GATE HOSPITAL - BRYNN'S ROOM - NIGHT

               As before. Brynn begins to drift off. Billie is sitting
               asleep in a chair on the other side of the room.

               The shadows creep closer toward the sleeping woman. Suddenly,
               she jerks. Her closed eyes begin to move back and for quickly
               in REM sleep.

                                                           JUMP CUT TO:

               EXT. DESERT - NIGHT

               A young, wild-looking, dark-skinned woman, the FIRST SLAYER,
               battles four VAMPIRES. She twirls a pointed wooden staff,
               quickly STABBING the vamps. The BURST INTO DUST.

                                                           JUMP CUT TO:

               INT. HEAVEN'S GATE HOSPITAL - BRYNN'S ROOM - CONTINUOUS

               Billie's eye's continue to dart back and forth under their
               lids.

                                                           JUMP CUT TO:

               INT. CHINESE TEMPLE - NIGHT

               A CHINESE GIRL fights with a familiar-looking, pony-tailed,
               MALE VAMPIRE. She PUNCHES. He BLOCKS. She PUNCHES again. The
               vampire grabs her arm and swings her around. He plunges his
               fangs into her neck. The woman goes limp as we:

                                                           JUMP CUT TO:

               INT. HEAVEN'S GATE HOSPITAL - BRYNN'S ROOM - CONTINUOUS

               Billie jerks again, still dreaming. The shadows are almost to
               her feet.

                                                           JUMP CUT TO:

               EXT. HEAVEN'S GATE ALLEYWAY - NIGHT

               Corrine straddles a Kenji demon and SNAPS his neck. 

                                                           JUMP CUT TO:

               INT. HEAVEN'S GATE HOSPITAL - BRYNN'S ROOM - CONTINUOUS

               Billie's eyes snap open. She leaps to her feet ready for
               battle. The shadows rapidly retreat back to where they came
               from, unnoticed.

               Billie stands in place, breathing rapidly. She looks quickly
               around the room. On the other side of the room, Brynn is in
               her bed asleep.

               Billie runs for the door.

                                                                CUT TO:

               INT. HEAVEN'S GATE HOSPITAL - HALLWAY - CONTINUOUS

               Billie opens the door and runs into the hallway. She runs to
               the stairwell.

                                                                CUT TO:

               INT. HEAVEN'S GATE HOSPITAL - STAIRWELL - CONTINUOUS

               Billie runs down two flights of stairs, breathing heavily,
               more from stress than exertion.

               She stops and leans against the wall as if needing it to hold
               her up. She fumbles in her jacket and pulls out her cell
               phone. Hitting speed dial, she places it to her ear.

                                                                CUT TO:

               INT. GENERAL BRATTING'S OFFICE - CONTINUOUS

               GENERAL GRACE BRATTING is sitting behind her desk looking at
               her computer screen. Her phone rings. She picks up the
               receiver and places it to her ear.

                                   GENERAL BRATTING
                         General Bratting.

               INTERCUT BETWEEN BILLIE AND BRATTING.

                                   BILLIE
                             (frantic)
                         General! Something's wrong!

               Billie grabs her head again.

                                   GENERAL BRATTING
                             (firmly)
                         Pull yourself together, Colonel
                         Jackson.
                             (beat)
                         Now what is the problem?

               Billie struggles to control her breathing. After a few
               seconds, she manage to calm herself somewhat.

                                   BILLIE
                         I punched a hole in a solid oak
                         counter this morning.

                                   GENERAL BRATTING
                             (casually)
                         Sudden burst of strength are to be
                         expected. You'll learn to control
                         them as your body adapts to the
                         transplant.

                                   BILLIE
                         I had this dream-- No, it was more
                         than a dream. I was other women, in
                         different times, fighting monsters--

               Gen. Bratting narrows her eyes.

                                   GENERAL BRATTING
                             (assuming the same casual
                              tone)
                         Yes. The doctors warned us that
                         might happen. It's just a remnant
                         from the donor's mind. Forget about
                         it.

                                   BILLIE
                         Forget about it?! Forgive me,
                         General, but you don't understand--

                                   GENERAL BRATTING
                             (firmly)
                         Colonel Jackson, you knew there
                         were risks when you singed on for
                         this mission. 

                                   BILLIE
                         You didn't give me a choice!

                                   GENERAL BRATTING
                         There are always choices, Colonel.
                             (beat)
                         Now, I suggest that you take a few
                         days off to rest and recuperate.

               Billie frowns.

                                   GENERAL BRATTING (CONT'D)
                         As as for your mission, things have
                         changed. Since the male magic user
                         seems to have no interest in
                         exploring interdimensional travel,
                         we have decided to move on to plan
                         B, the procuring of the Slayer and
                         said magic users for study and
                         medical testing.

               Billie looks nervous.

                                   BILLIE
                         Lieutenant Thompson may take issue
                         with that. He's gotten quite close
                         to Vi-- the Slayer as part of his
                         cover.

                                   GENERAL BRATTING
                         Which is why you will not be
                         telling him. I'm going to send in
                         an extraction team.

                                   BILLIE
                             (alarmed)
                         What about Frank, and the others?

                                   GENERAL BRATTING
                         They'll be dealt with.

                                   BILLIE
                         General--

                                   GENERAL BRATTING
                         Rest up, Colonel Jackson. You're
                         going to need your new strength
                         soon.

               Bratting hangs up her phone. She looks back the computer
               screen before her. On it is an open document. 

               CU on a few lines which read- "First graft of Slayer brain
               tissue in human test subject completed successfully. Trials
               on first test group to begin immediately. Projected time
               until first squad is battle ready- four months. " 

               Bratting smiles coldly as we:

                                                                CUT TO:
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