FOR EDUCATIONAL USE ONLY















                                      "LOST BOYS"


                                           by

                                      Jeffrey Boam






















                                                          REVISED DRAFT






                                       "LOST BOYS"

       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