TWELVE MONKEYS
         
                        An original screenplay by

                              David Peoples
                                    &
                              Janet Peoples

                               Inspired by
         
                      LA JETEE, a Chris Marker Film





    Production Draft
    June 27, 1994







     FADE IN:

     INT.  CONCOURSE/AIRPORT TERMINAL - BAY

     CLOSE ON A FACE.  A nine year old boy, YOUNG COLE, his eyes wide
     with wonder. watching something intently.  We HEAR the sounds of
     the P.A. SYSTEM droning Flight Information mingled with the
     sounds of urgent SHOUTS, running FEET, EXCLAMATIONS.

     YOUNG COLE'S POV:  twenty yards away, a BLONDE MAN is sprawled on
     the floor, blood oozing from his gaudy Hawaiian shirt.

     A BRUNETTE in a tight dress, her face obscured from YOUNG COLE'S
     view, rushes to the injured man, kneels beside him, ministering
     to his wound.

     ANOLE ON YOUNG COLE, flanked by his PARENTS, their faces out of
     view, as they steer him away.

                               FATHER'S VOICE (o.s.)
                Come on, Son --this is no place for us.

     YOUNG COLE resists momentarily, mesmerized by the drama.

     YOUNG COLE'S POV:  intermittently visible through a confusion of
     FIGURES rushing through the foreground, the BLONDE MAN reaching
     up and touching the cheek of the kneeling BRUNETTE in a gesture
     of enormous tenderness, a gesture of farewell, while the P.A.
     SYSTEM continues its monotonous monotone...

                               P.A. SYSTEM
                Flight 784 for San Francisco is now
                ready for boarding at inmate number
                66578, Greely.

     INT.  PRISON DORMITORY/FUTURE - ETERNAL NIGHT

                               PRISON P.A. SYSTEM
                --number 5429, Garcia -- number 87645, Cole...

     COLE, late thirties, dark hair, comes awake in a bunk cage, one
     of many stacked four high along both sides of a long dim
     corridor.  He blinks in the near dark, shaken, disoriented.

     Then, as he "recovers" from his very vivid dream, WE GET OUR
     FIRST LOOK AT HIS ENVIRONMENT...A WINDOWLESS UNDERGROUND WORLD OF
     ETERNAL NIGHT SOMETIME IN THE FUTURE...AN ALMOST COLORLESS
     "REALITY" OF BLURRED EDGES AND ECHOEY SOUNDS, MUCH MORE
     "DREAMLIKE" THAN HIS DREAM.

     Flashlights glare. In the half-light, COLE sees spooky figures,
     GUARDS, moving among the locked bunk/cages.

     COLE turns and whispers to the occupant of the next cage, JOSE...

                               COLE
                Ssssst!  Jose, what's going on?

     JOSE's face is almost lost in shadow.  What there is of it is
     youthful.  He's just a scared Puerto Rican kid!

                               JOSE
                "Volunteers" again.

     JOSE immediately rolls over and feigns sleep as SCARFACE, a
     menacing guard with a jagged scar running down his cheek, looms
     close to COLE's cage and unlocks it.

                               SCARFACE
                "Volunteer duty".

    The PRISONERS in the other cages watch silently with narrowed eyes.

                               COLE
                I didn't volunteer.

                               SCARFACE
                You causing trouble again?

                               COLE
                     (controls his temper)
                No trouble.

     INT.  EQUIPMENT ROOM - ETERNAL NIGHT

     COLE's alone, struggling to get into what looks like a space suit
     in a room where suits hang like ghosts with blank eyes.

                    TITLES BEGIN SUPERED OVER THE SCENE

     COLE has the torso of the suit on now and is trying to close it.

                               OFFSCREEN VOICE (o.s.)
                All openings must be closed.

     COLE looks for the source of the voice, a tiny grate in the wall.

                               OFFSCREEN VOICE (o.s.)
                If the integrity of the suit is compromised
                in any way, if the fabric is torn or a zipper
                not closed, readmittance will be denied.

     INT.  SEALED CHAMBER - MINUTES LATER (ETERNAL NIGHT)

     COLE, wearing the "space suit" and a helmet with a plastic visor,
     steps into a tiny chamber, a kind of air lock.  The heavy door
     clangs shut behind him.  He's alone.  COLE'S breath comes quicker
     now as he sucks oxygen from the air tanks on his back.

     On the opposite wall is another door with a huge wheel lock.
     COLE turns the heavy wheel, opens the door, steps through It

     INT.  ELEVATOR - SECONDS LATER (ETERNAL NIGHT)

     COLE'S in an ascending elevator that groans and creaks.  He looks
     down at a crudely drawn map he holds in his gloved hand.

     The map shows a series of tunnels and ladders.

     INT.  SEWER PIPE - MINUTES LATER (NIGHT)

     COLE pans a flashlight, probing the filthy sewer he's wading through

     RATS flee the blade of light, scurry across islands of rusting junk.

     The flashlight beam settles on a ladder mounted in the wall.

     Reaching the rusted ladder, COLE starts to climb awkwardly.

     EXT.  CITY STREET/FUTURE - MOMENTS LATER (NIGHT)

     A SCRAPING NOISE as a heavy man-hole cover is pushed up and moved
     aside.  COLE'S helmeted head emerges from below.

     COLE'S PCV THROUGH HIS PLASTIC-VISORED HELMET:  a city in
     moonlight!  A surreal image of abandoned buildings.  No people
     anywhere.  The only sounds are the WIND and COLE'S BREATHING.

     EXT.  ANOTHER CITY STREET - MINUTES LATER (NIGHT)

     COLE'S light reveals abandoned vine-covered automobiles.
         
     Moving to the nearest car, COLE searches in the vines for
     something.  Finds it.  An insect.

     COLE takes the bug in his gloved hand.  As he clumsily inserts it
     into a collection tube, something makes him turn.

     There's something across the street in the dark.  Something alive.

     COLE points his flashlight and reveals...a BEAR!  Startled by the
     light, the animal blinks, then stands on its rear legs and ROARS.

     ANGLE ON COLE, staring wide-eyed.
         
     Then, the BEAR sinks down onto all fours and, trying to avoid the
     flashlight, it pads quickly down the street.

     INT.  SUBTERRANEAN PARKING GARAGE - NIGHT

     Using the flashlight to see, COLE reaches down to the cracked
     floor and gets another specimen.  DOGSHIT!

     The only sound is COLE'S labored BREATHING.

     Then, a different SOUND.  GRRRR!  A dog.  More GRRRRS.  More
     dogs.  Then, a YIP.  Then, VICIOUS GROWLS.  It's a DOGFIGHT!

     EXT.  STREET - NIGHT (FIRST LIGHT)

     A giant OWL, perched on an overhead traffic light, raises its wings
     and lifts off...rising higher and higher into the brightening sky.

     Below, on the street, COLE trudges along, passing deserted
     buildings, windows broken, rusted signs dangling.

     INT.  DEPARTMENT STORE - NIGHT (FIRST LIGHT)

     COLE'S light reveals a spider web just inside the store.  A large
     SPIDER tries to hide from the light.

     COLE reaches carefully into the web and plucks the spider and
     puts it into one of his specimen tubes.

     Then, he shines his light all around the once elegant store.  There's
     nothing but aisle after aisle of moldering consumer goods.

     EXT.  DEPARTMENT STORE - DAWN

     As COLE comes out of the store, the first rays of the sun hit the
     building.  COLE stops, squints into the light through his visor.

     COLE'S POV:  spray-painted on the wall a long time ago is a stenciled
     logo of twelve monkeys holding hands in a circle.  Over it is
     written, "WE DID IT!"

     COLE looks up.

     COLE'S POV:  high up on a building across the street, a LION
     patrols a ledge, pauses, looks out majestically over his world.

                     TTTLES END

     INT.  FIRST UNDERGROUND DECONTAMINATION CHAMBER - ETERNAL NIGHT

     ROARING WATER, powerful torrents gushing from nozzles in the
     wall, pummel the still-suited COLE.

     INT.  SECOND UNDERGROUND DECONTAMINATION CHAMBER - ETERNAL NIGHT

     Stark naked and shivering, COLE is being scrubbed with brushes on
     long poles (like the ones used to wash cars) wielded by two HULKING
     FIGURES in bulky decontamination suits, their personas lost in their
     windowed masks.  It's a grim scene in a grim cement room with damp,
     dripping walls.  From an unseen source comes an AMPLIFIED VOICE,

                               AMPLIFIED VOICE (o.s.)
                Raise your arms above your head.

     COLE lifts his arms and the FIGURES start scrubbing his armpits.

     INT.  TINY CHAMBER - SHORTLY (ETERNAL NIGHT)

     Still naked, COLE is seated on a stool while a MASKED TECHNICIAN
     in a less elaborate, less bulky decontamination outfit draws
     blood from COLE'S arm with an old-fashioned hypodermic needle.

     COLE glances toward a single, nearly opaque "window" of thick
     plastic in the rusty iron wall.  VAGUE FIGURES seem to lurk
     behind the translucent aperture, studying him.

     The TECHNICIAN slips the blood sample through a slot in the wall.

     INT.  ENGINEERING OFFICE/FUTURE WORLD - ETERNAL NIGHT

     Ushered in by two guards, TINY and SCARFACE, COLE looks around.

     COLE'S POV:  wails hidden by old headlines, articles, maps, charts...
     a blackboard covered with elaborate, sophisticated formulae...surfaces
     heaped with cracked monitors, gerry-rigged computers held together with
     string, lasers lost in tangles of cable, ancient tube amplifiers, a
     dilapidated cardboard reconstruction of a city, stacks of moldering
     books and tattered computer printouts...and, seated at a long conference
     table, staring at COLE, six SCIENTISTS:  an ASTROPHYSICIST, ENGINEER,
     BOTANIST, MICROBIOLOGIST, ZOOLOGIST, and a GEOLOGIST.  They represent
     a "modern" science where brilliant new ideas interface with crude,
     outdated, patched-together technologies.

                               TINY
                James Cole.  Cleared from quarantine.

                               MICROBIOLOGIST
                Thank you.  You two wait outside.

                               SCARFACE
                He's got a history, Doctor.  Violence.

     COLE'S eyes return to the walls.

     Headlines:  "CLOCK TICKING!  NO CURE YET!"

                               SCARFACE
                Anti-social six -- doing 25 to life.

                               ENGINEER
                I don't think he's going to hurt us.  You're
                not going to hurt us, are you Mr. Cole?

     COLE'S head turns quickly to the ENGINEER.

                               COLE
                No, sir.

     The GUARDS exchange a look, shrug, exit, closing the door.

                               MICROBIOLOGIST
                Why don't you sit down, Mr. Cole.

     COLE goes to the empty chair at the conference table, sits down.

                               ASTROPHYSICIST
                We want you to tell us about last
                night.

                               COLE
                I went to the surface and I collected
                specimens like I was told.

     The SCIENTISTS don't say anything.  They just study him carefully.

                               COLE
                     (worried)
                I mashed the spider, didn't I?

                               MICROBIOLOGTST
                We'll get to the spider later, Mr.
                Cole.  Right now, we want to know
                everything that you saw.

     INT.  ENGINEERING OFFICE - AN HOUR LATER (ETERNAL NIGHT)

     COLE, starting to look very tired now, stands at the blackboard
     sketching a detailed map of exactly where he was last night.

                               ASTPOPHYSICIST
                Where you collected sample #4, what
                street was that?

                               COLE
                Uh...

                               BOTANIST
                It's important to observe everything.

                               COLE
                I think it was...I'm sure it was 2nd Street.

     As the SCIENTISTS start to whisper animatedly among themselves,
     COLE'S eyes drift across the newspaper clippings taped to the
     wall.  One headline screams, "VIRUS MUTATING!"  Another features
     a photo of an OLD MAN (DR. MASON, who we'll see again later on)
     and the words, SCIENTIST SAYS, "IT'S TOO LATE FOR CURE".

                               ASTROPHYSICIST'S VOICE (o.s.)
                Close your eyes, Cole.

     Startled, COLE closes his eyes obediently.

     BLACKNESS.  Like COLE, WE SEE NOTHING.  But we HEAR their VOICES.

                               ENGINEER'S VOICE (o.s.)
                Tell us in detail what you've seen in
                this room.

                               COLE'S VOICE (o.s.)
                Uh, in this room?  Uh...

                               MICROBIOLOGIST'S VOICE (o.s.)
                How many of us are there?

                               COLE'S VOICE (o.s.)
                Six...seven, if you count me.

                               ASTROPHYSICIST'S VOICE (o.s.)
                Tell us about the pictures on the wall...

                               COLE'S VOICE (o.s.)
                Uh, you mean the newspapers?

                               A MONTAGE OF OVERLAPPING VOICES (o.s.)
                Tell us about the newspapers.  Can you
                hear my voice?  What do I look like?
                What does he look like, the man who
                just spoke?  How old were you when you
                left the surface?

     The VOICES blur into a cacophony and FADE INTO the droning P.A.
     SYSTEM at the airport.

     INT.  CONCOURSE/AIRPORT - DAY

     THE DREAM AGAIN!  But at an earlier moment.  YOUNG COLE, flanked
     by his PARENTS, whose faces are out of view, is watching a PLANE
     land through one of the big glass windows that lines the concourse
     leading to the departure gates.

                               P.A. SYSTEM (o.s.)
                Flight 784 now boarding at gate...

     Suddenly, a SHOUT, followed by raised VOICES, interrupts the
     monotonous airport routine.  As YOUNG COLE and his PARENTS turn
     to see what's going on, a man we'll call MR. PONYTAIL, his face
     averted, hurries past them, bumping YOUNG COLE with a Chicago
     Hulls Sports Duffle Bag.

                               MR. PONYTAIL
                WATCH IT!

     YOUNG COLE sees little more than the gaudy pants, the duffle, and
     the man's ponytail flopping as he rushes towards the gates.

     Just then, a WOMAN'S VOICE cries out, "NOOOOOOOOO!"

     YOUNG COLE turns back toward the Security Check Point just as
     TRAVELERS scatter madly, some diving to the floor, others
     running.  A TERRIFIED TRAVELER, hitting the floor close by, looks
     up at YOUNG COLE with panicky eyes, and asks....
         
                               TERRIFIED TRAVELER
                Just exactly why did you volunteer?

     INT.  ENGINEERING OFFICE/FUTURE WORLD - (ETERNAL NIGHT)

     COLE comes abruptly awake.  Seated now, he's facing the SCIENTISTS.

                               ASTROPHYSICIST
                Wake up, Cole.

                               COLE
                Uh, I didn't hear the...

                               MICROBIOLOGIST
                     (tapping a pencil on the table)
                I asked you, why did you volunteer?

                               COLE
                Well, the guard woke me up.  He told me
                I volunteered.

     The SCIENTISTS react, whispering urgently among themselves.

     COLE starts to nod off again, then comes awake with a start as
     the ENGINEER speaks to him.

                               ENGINEER
                We appreciate you volunteering.  You're
                a very good observer, Cole.

                               COLE
                Uh, thank you.

                               ENGINEER
                You'll get a reduction in sentence.

     COLE keeps his face impassive.

                               ASTROPHYSICIST
                To be determined by the proper authorities.

                               ENGINEER
                You don't want to jeopardize that reduction,
                do you, Cole?  Have it taken away?

                               COLE
                No, sir!

                               ASTROPHYSICIST
                We have a very advanced program, something
                very different, requires very skilled people.

                               MICROBIOLOGIST
                An opportunity to reduce your sentence
                considerably...

                               ZOOLOGIST
                And possibly play an important role in
                returning the human race to the surface
                of the earth.

                               ENGINEER
                We want tough minded people.  Strong
                mentally.  We've had some...misfortunes
                with "unstable" types.

                               ASTROPHYSICIST
                For a man in your position...an opportunity.

                               BOTANIST
                Not to volunteer could be a real mistake.

                               MICROBIOLOGIST
                     (tapping his pencil again)
                Definitely a mistake!

     COLE gives away nothing.  He's in a box here.  He has no choices.
     He stares at the tapping pencil.

     INT.  ART GALLERY - NIGHT

     A strikingly "real" world of bright colors.  Extravagant paintings
     adorn the walls.  A POET, tiny and ruddy faced, squints over his
     glasses as he reads in a booming voice to an AUDIENCE of thirty
     seated on folding chairs.

                               POET
                Still among the myriad microwaves, the
                infra-red messages, the gigabytes of ones
                and zeroes, we find words, infinitesimally
                small, byte-sized now, tinier even than
                science lurking in some vague electricity
                where, if we listen we can hear the solitary
                voice of that poet telling us,
                "We are no other than a moving row
                Of Magic shadow-shapes that come and go
                Round with the Sun-illumined Lantern hold
                In Midnight by the Master of the show."

     As the POET reads, we STUDY the audience, mostly YUPPIE CULTURE
     JUNKIES or BOHEMIANS.  Among them, a light-haired woman of twenty-
     eight, soberly dressed, wearing glasses.  She's KATHRYN RAILLY.  And
     it's her beeper that suddenly BEEPS.  BEEP!  BEEP!

                               POET'S VOICE (o.s.)
                "The Moving Finger writes; and, having writ,
                Moves on:  nor all your Piety nor Wit
                Shall lure it back to cancel half a Line,
                Nor all your Tears wash out a Word of it."

     BEEP!  BEEP!  Scowling at the outrageous interruption, the POET
     looks up from the text just as RAILLY, tumbling, shuts off the
     beeper and rises, embarrassed.  As she makes her way to an exit,
     the glaring POET continues...

                               POET
                "Yesterday This Day's Madness did prepare;
                Tomorrow's Silence, Triumph or Despair:
                Drink!  for you know not whence you came, nor why:
                Drink!  for you know not why you go, nor where."

     INT.  CORRIDOR/POLICE STATION - NIGHT

     DETECTIVE FRANKI leads RAILLY past crowded holding cells.

                               FRANKI
                -- so they get there and they ask the guy
                real nice for some kind of i.d., and he gets
                agitated, starts screaming about viruses.
                Totally irrational, totally disoriented,
                doesn't know where he is, what day it is,
                alla that stuff.  All they got was his
                name.  They figure he's stoned out of
                his mind, it's some kinda psychotic
                episode, so they're gonna bring him...

                               RAILLY
                He's been tested for drugs?

                               FRANKI
                Negative for drugs.  But he took on
                five cops like he was dusted to the
                eyeballs.  No drugs.  You believe that?

     FRANKI pauses, indicating a tiny observation window of thick meshed
     glass in an otherwise solid door, and RAILLY looks through it.

     RAILLY'S POV THROUGH THE WINDOW:  a MAN, his back to her, in
     strait-jacket and prison denims, examining the wall of the padded
     cell with the distorted intensity of a "mental case".

                               RAILLY
                You have him in restraints.

                               FRANKI
                Were you listening?  We got two officers in
                the hospital.  Yeah, he's in restraints, plus
                the medic gave him enough stellazine to kill
                a horse.  Look at him!  Still on his feet.

     RAILLY'S POV THROUGH THE WINDOW:  the MAN in the cell turns, looks
     right at her.  In spite of the cuts and welts, it's clearly COLE.

                               RAILLY
                That would explain the bruises, I
                guess.  The struggle.

                               FRANKI
                You want to go in?  Examine him?

                               RAILLY
                Yes, please.  You said he gave a name...

                               FRANKI
                     (unlocking the door)
                James Cole.  That's everything we got.  None
                of the James Coles on the computer match him.
                No license, no prints, no warrants.  Nothing.
                You want me to go in with you?

                               RAILLY
                     (entering)
                No, thank you.

                               FRANKI
                I'll be right here...just in case.

     INT.  ISOLATION CELL

     COLE stares at RAILLY.  The environment is intensely real...vivid
     colors...each sound, however slight, very distinct, almost loud...
     and yet she appears to him almost like a vision.

                               RAILLY
                Mr. Cole?  My name is Doctor Railly.
                I'm a psychiatrist.  I work for the
                County -- I don't work for the police.
                My only concern is your well being --
                do you understand that?

                               COLE
                I need to go now.

                               RAILLY
                I'm going to be completely honest.  I'm
                not going to lie to you.  I can't make
                the police let you go...but I do want
                to help you.  And I want you to trust
                me.  Can you do that, James?  May I
                call you "James"?

                               COLE
                "James"!  Nobody ever calls me that.

                               RAILLY
                     (frowns, studies him)
                Have you been a patient at County?
                Have I seen you someplace?

                               COLE
                No, not possible.  Listen, I have to
                get out of here.  I'm supposed to be
                getting information.

                               RAILLY
                What kind of information?

                               COLE
                It won't help you.  You can't do anything
                about it.  You can't change anything.

                               RAILLY
                Change what?

                               COLE
                I need to go.

                               RAILLY
                Do you know why you're here, James.

                               COLE
                Because I'm a good observer.  Because I
                have a tough mind.

                               RAILLY
                I see.  You don't remember assaulting a
                police officer...several officers?

                               COLE
                They wanted identification.  I don't have
                any identification.  I wasn't trying to
                hurt them.

                               RAILLY
                You don't have a driver's license,
                James?  Or a Social Security card?

                               COLE
                No.
         
                               RAILLY
                Why not?  Most people have some ID.

                               COLE
                You wouldn't understand.

                               RAILLY
                You've been in an institution, haven't
                you, James?  A hospital?

                               COLE
                I have to go.

                               RAILLY
                A jail?  Prison?

                               COLE
                Underground.

                               RAILLY
                Hiding?

                               COLE
                I love this air.  This is wonderful air.

                               RAILLY
                What's wonderful about the air, James?

                               COLE
                It's so clean.  No germs.

                               RAILLY
                You're afraid of germs?

                               COLE
                I have to go.

                               RAILLY
                Why do you think there aren't any germs
                in the air, James?

                               COLE
                This is April, right?

                               RAILLY
                July.

                               COLE
                     (sudden panic)
                July?!

                               RAILLY
                Do you know what year it is?

                               COLE
                What year is it?

                               RAILLY
                What year do you think it is?

                               COLE
                1995?

                               RAILLY
                You think it's July of 1995?  That's
                the future, James.  Do you think you're
                living in the future?

                               COLE
                     (slightly confused)
                No, 1995 is the past.

                               RAILLY
                1995 is the future, James.  This is 1989.

     COLE looks stunned.

     INT.  POLICE STATION CORRIDOR - MORNING

     COLE, bound tightly by the strait-jacket, heavy manacles on his
     ankles, is being escorted down the corridor by two surly POLICEMEN.

                               COLE
                Where are you taking me?

                               POLICEMAN #1
                South of France, buddy.  Fancy hotel.
                You're gonna love it.

                               COLE
                South of France?!  I don't want to go
                to the South of France.  I want to make
                a telephone call.

     POLICEMAN #2 smirks as he unlocks a heavy steel door.

                               POLICEMAN #2
                Zip it, scumbag -- you fooled the shrink
                with your act, but you don't fool us.

     Then, POLICEMAN #2 swings the steel door open and sunlight
     overwhelms COLE, blinding him in a dazzling fury of white light.

     EXT.  CITY STREET/MINI-VAN - DAY

     A Mini-van, the kind of vehicle used to transport a half dozen
     prisoners, crawls through a busy street.  The Police Department
     logo is prominent on the side of the van beneath barred windows.

     INT. COUNTY HOSPITAL/SHOWERS - AN HOUR LATER (MORNING)

     Fierce spray recalls the decontamination in the future.  COLE
     stands stark naked under the shower while two muscular attendants,
     PALMER and BILLZNGS, supervise.

     As PALMER shuts off the water, BILLINGS hands COLE a towel and
     starts inspecting his scalp...

                               BILLINGS
                Lemme see your head, Jimbo, see if you
                got any creepy crawlies.

                               COLE
                I need to make a telephone call.

                               BILLINGS
                     (pulling Cole's head)
                Gotta work that out with a doctor, Jimbo.
                Can't make no calls 'til the doctor says.

                               COLE
                It's very important.

                               BILLINGS
                What chew gotta do, Jimbo, is take it
                easy, relax into things.  We all gonna
                get along fine if you just relax.

     COLE gets the hint of menace in the message and submits to the
     lice inspection, only his eyes revealing his frustration.

     INT.  HOSPITAL/DAYROOM - HALF AN HOUR LATER (DAY)

     COLE stands in the doorway, stunned by his first sight of the
     large room.  His eyes go to the heavily-grilled windows where
     light pours in from outside.  Then, to the TV, where a CARTOON
     COMMERCIAL makes raucous noises.

     PATIENTS, in K-Mart street clothes or ratty robes, stare gloomily
     at the TV, or play cards, pace, or just stare blankly.

     BILLINGS is at COLE'S side, beckoning to a patient, JEFFREY MASON,
     a twenty year old white youth dressed in khakis and a plaid shirt.

                               BILLINGS
                Jeffrey.  Yo!  Jeffrey.  This here is James.
                Whyncha show James around?  Tell him the TV
                rules, show him the games an' stuff, okay?

                               JEFFREY
                     (with a sly look)
                How much you gonna pay me?  Huh?  I'd
                be doing your job.

                               BILLINGS
                Five thousand dollars, my man.  That
                enough?  I'll wire it to your account
                as usual, okay?

                               JEFFREY
                Okay, Billings.  Five thousand.  That's
                enough.  Five thousand dollars.  I'll
                give him the Deluxe Mental Hospital Tour.

     As BILLINGS walks away chuckling, JEFFREY turns to COLE.

                               JEFFREY
                Kid around, kid around.  It makes them feel
                good, we're all pals.  We're prisoners, they're
                the guards, but it's all in good fun, you see?

     COLE nods and JEFFREY indicates card tables where PATIENTS are
     playing cards, checkers, chess, or working on jig saw puzzles.

                               JEFFREY
                Here's the games.  Games vegitize you.
                If you play the games, you're
                voluntarily taking a tranquilizer.

     COLE sees a partially completed puzzle of the well-known painting,
     THE PEACEABLE KINGDOM, depicting a serene world of animals in harmony.

                               JEFFREY
                What'd they give you?  Thorazine?  How
                much?  Learn your drugs -- know your doses.

                               COLE
                I need to make a telephone call.

                               JEFFREY
                A telephone call?  That's communication
                with the outside world!  Doctor's
                discretion.  Hey, if alla these nuts
                could just make phone calls, it could
                spread.  Insanity oozing through telephone
                cables, oozing into the ears of all those
                poor sane people, infecting them!  Whackos
                everywhere!  A plague of madness.
                     (suddenly sly and confidential)
                In fact, very few of us here are actually
                mentally ill.  I'm not saying you'rewhy
                you're here.  Why you're here is because
                of the system, because of the economy.
                     (indicating the TV)
                There's the TV.  It's all right there.
                Commercials.  We are not productive
                anymore, they don't need us to make
                things anymore, it's all automated.  What
                are we for then?  We're consumers.  Okay,
                buy a lot of stuff, you're a good citizen.
                But if you don't buy a lot of stuff, you
                know what?  You're mentally ill! That's
                a fact!  If you don't buy things...toilet
                paper, new cars, computerized blenders,
                electrically operated sexual devices...
                     (getting hysterical)
                SCREWDRIVERS WITH MINIATURE BUILT-IN
                RADAR DEVICES, STEREO SYSTEMS WITH
                BRAIN IMPLANTED HEADPHONES, VOICE-
                ACTIVATED COMPUTERS, AND...

     A woman orderly, TERRY, turns from the feeble PATIENT she's helping.

                               TERRY
                Take it easy, Jeffrey.  Be calm.

     Abruptly, JEFFREY stifles his hysteria, takes a deep breath and
     continues, completely calm now.  But COLE isn't listening.  He's
     mesmerized by the TV.

                               JEFFREY
                So if you want to watch a particular
                program, say "All My Children" or
                something, you go to the Charge Nurse
                and tell her what day and time the show
                you want to see is on.  But you have to
                tell her before the show is scheduled
                to be on.  There was this one guy who
                was always requesting shows that had already
                played.  He couldn't quite grasp the
                idea that the Charge Nurse couldn't
                just make it be yesterday for him, turn
                back time ha ha.  What a fruitcake!!

     This last thought actually penetrates COLE'S focus on the TV and
     he turns to JEFFREY who's picking up speed again.

                               JEFFREY
                Seriously, more and more people are
                being defined now as mentally ill.  Why?
                Because they're not consuming on their
                own.  But as patients, they becone
                consumers of mental health care.  And
                this gives the so-called sane people work!
                     (hysteria again)
                WHOOO!  SHOCK THERAPY!  GROUP THERAPY!
                HALLUCINATIONS!  THERAPEUTIC DRUGS!
                IGGIDY DIGGIDY DIG!  PERFECT!  THE
                SYSTEM IN HARMONY LIKE A BIG MACHINE...

                               TERRY
                Okay, that's it, Jeffrey, you're gonna
                get a shot.  I warned you...

                               JEFFREY
                     (calming himself, smiling)
                Right!  Right!  Carried away, heh heh.
                I got "carried away".  Explaining the
                workings of...the institution.

     Just then, TJ WASHINGTON, a somber-looking African American in a
     bathrobe, taps COLE on the shoulder.

                               TJ WASHINGTON
                I don't really come from outer space.

                               JEFFREY
                This is TJ Washington, Jim -- he
                doesn't really come from outer space.

                               TJ WASHINGTON
                Don't mock me, my friend.
                     (to Cole)
                It's a condition of "mental divergence".
                I find myself on another planet, Ogo,
                part of an intellectual elite, preparing
                to subjugate barbarian hordes on Pluto.
                But even though it's a totally convincing
                reality in every way...I can feel, breathe,
                hear...nevertheless, Ogo is actually a
                construct of my psyche.  I am mentally
                divergent in that I am escaping certain
                unnamed realities that plague my life
                here.  When I stop going there, I will
                be well.  Are you also divergent, friend?

     The P.A. SYSTEM interrupts, startling COLE.

                               P.A. SYSTEM (v.o.)
                James Cole.  Report to Staff.  James Cole!

                               JEFFREY
                Staff!  Whoo!  Time for Staff.  Now the
                geniuses cure you.  Hallelujah!

     INT.  PSYCH WARD CONFERENCE ROOM - MINUTES LATER (DAY)

     COLE is agitated, speaking forcefully.

                               COLE
                This is a place for crazy people!  I'm
                not crazy!

     RAILLY, four other PSYCHIATRIC RESIDENTS, including RAILLY'S best
     friend, MARILOU MARTIN, and their chief, DR. OWEN FLETCHER, sit
     around a beat-up conference table, watching COLE, who sits facing
     the doctors, with BILLINGS looming behind him.  (Some of the DOCTORS
     bear a strong resemblance to the SCIENTISTS OF THE FUTURE.)

                               RESIDENT #1
                We don't use that term..."crazy", Mr. Cole.

                               COLE
                Well, you've got some real nuts in here!
                Listen to me, all of you -- I have to
                tell you something that's going to be
                difficult for you to understand, but...

                               DR. RAILLY
                James...please.  These are all doctors
                here and we want to help you.

                               DR. FLETCHER
                Mr. Cole -- last night you told Dr.
                Railly you thought it was...
                     (checking a file)
                1995. ... How about right now?  Do you
                know what year it is right now?

                               COLE
                1989.  Look, I'm not confused.  There's been
                a mistake, I've been sent to the wrong place.

     Suddenly, COLE reaches out and BILLINGS lunges forward, but COLE
     is just grabbing a pad and pencil.

                               COLE
                Hey, I'm not going to hurt anybody.

     FLETCHER restrains BILLINGS with a hand signal.

                               COLE
                     (drawing)
                Do any of you know anything about the
                Army of the Twelve Monkeys?  They paint
                this, stencil it, on buildings, all
                over the place.

     COLE waves a sketch of the dancing monkey logo we saw earlier.

                               DR. CASEY
                Mr. Cole...

                               COLE
                Right.  I guess you wouldn't, this is
                1989, they're probably not active yet.
                That makes sense!  Okay.  Listen to me,
                three billion people died in 1995.
                Three billion, got that?  Almost
                the whole population.  Of the world!
                Only about one percent survived.

     DOCTORS exchange knowing looks.  This is an old story, apparently.

                               RESIDENT #2
                Are you going to save us, Mr. Cole?

                               COLE
                Save you?  How can I save you?  It
                already happened!  I can't save you.  I'm
                simply trying to get some information for
                people in the present so that someday...
                     (sees their eyes)
                You don't believe me.  You think I'm
                crazy.  But I'm not crazy.  I'm a convict,
                sure, I have a quick temper, but I'm as
                sane as anyone in this room.  I...

     COLE stops, sees DR. FLETCHER tapping his pencil.  COLE'S seen
     that tapping before -- in the future!  It disorients him.

                               DR. RAILLY
                Can you tell us the name of the prison
                you've come from?

     COLE doesn't answer.  He's staring at the tapping pencil.

                               DR. FLETCHER
                Does this bother you, Mr. Cole?

                               COLE
                     (recovering, new tack)
                No!  Look, I don't belong here!  What I
                need to do is make a telephone call to
                straighten everything out.

                               DR. FLETCHER
                Who would you call, Mr. Cole, who would
                straighten everything out?

                               COLE
                Scientists.  I'm supposed to report in
                to them.  They'll want to know they
                sent me to the wrong time.

                               DR. FLETCHER
                So you could talk to these scientists
                and they do what?  Send you to the future?

                               COLE
                No, no.  r can't talk to them.  It's called,
                "voice mail".  I'm supposed to leave messages.
                They monitor it from the present.

                               RESIDENT #2
                "From the present."  We're not in the
                present now, Mr. Cole?

                               COLE
                No, no.  This is the past.  This has
                already happened.  Listen...

                               RESIDENT #3
                Mr. Cole, you belong in 1995 -- that's
                the present, is that it?

                               COLE
                No, 1995 is the past, too.  Look...

                               DR. FLETCHER
                These scientists, Mr. Cole?  Are they
                doctors like ourselves?

     Two of the residents exchange quick knowing looks.

                               COLE
                No!  I mean yes, but... Look, I've been given
                a lot of drugs but I'm still perfectly lucid.
                You have to let me use the phone.  One call!

     COLE looks desperately toward RAILLY, pleading eyes meeting hers.

     INT.  LOW RENT APARTMENT - DAY

     Four little KIDS SCREAM and SQUABBLE while the phone CHIRPS
     insistently in the tiny, cluttered apartment and a harried MOTHER
     lunges for the phone, answers sharply...

                               MOTHER
                Yes?
                     (listens, frowns, then)
                Whaaaaat?  "Voice mail"!  I don't know
                what you're talkin' about. ... Is this
                a joke?  I don't know any scientists.
                James who?  Never heard of you!

     The MOTHER slams down the phone.

     INT.  RAILLY'S OFFICE/COUNTY HOSPITAL - DAY

     A dismayed COLE still has the receiver in his hand.  Sympathetically,
     RAILLY takes it from him.

                               RAILLY
                It wasn't who you expected?

     COLE is clearly agitated, starts to pace, upset.  Nuts?

                               COLE
                It was some lady.  She didn't know anything.

                               RAILLY
                Perhaps it was a wrong number...

                               COLE
                No.  That's the reason they chose me --
                I remember things.

     RAILLY frowns, studying the distracted man with intense interest.
     It's clear COLE is becoming a special patient and RAILLY'S cool,
     detached demeanor is giving way ever so slightly.

                               RAILLY
                James, where did you grow up?  Was it
                around here?  Around Baltimore?

                               COLE
                     (lost in thought)
                What?

                               RAILLY
                I have the...strangest feeling I've met
                you before...a long time ago, perhaps.
                Were you ever...?

                               COLE
                Wait!  This is only 1989!  I'm supposed
                to be leaving messages in 1995.  It's
                not the right number yet.  That's the
                problem.  Damn!  How can I contact them?

     RAILLY recovers her distance, her poise, as she takes a bottle,
     pours out some tablets, and holds them out to COLE.

                               RAILLY
                James, take these.
                     (watching him step back)
                Please -- I helped you like I said I
                would.  Now I want you to trust me.

     INT.  AIRPORT CONCOURSE - DAY (THE DREAM)

     MR. PONYTAIL races past the startled YOUNG COLE.

                               MR. PONYTAIL
                WATCH IT!

     Was it JEFFREY wearing gaudy pants and a ponytail?  It was
     definitely JEFFREY'S VOICE.

     TRAVELERS dive for cover as a WOMAN'S VOICE cries out...

                               WOMAN'S VOICE
                NOOOOOOOOOO!

     The TERRIFIED TRAVELER looks up at YOUNG COLE, makes eye contact, but
     doesn't speak.  The TERRIFIED TRAVELER looks a lot like DR. FLETCHER!

     Just then, YOUNG COLE is distracted by a running figure.  It's
     the BLONDE MAN in the Hawaiian shirt, but he's not injured.  He's
     sprinting toward the gates, glancing back over his shoulder, his
     moustache slightly askew!

     A sharp CRACK of a GUNSHOT rings out!  Then, DAZZLING LIGHT.
     Everything goes white!

     INT.  DORMITORY (PSYCH WARD)/COUNTY HOSPITAL - NIGHT

     COLE'S eyes blink awake, blinded by a flashlight.

     He's lying in one of thirty beds in a darkened ward.  Disoriented.
     Which world is this?  The room is full of BREATHING, SNORING,
     occasional MOANS.  He can barely discern the shadowy figures of
     an ORDERLY and a NURSE, making their rounds, checking each bed.

     His eyes adjusting to the darkness, COLE watches them exit.

     He turns and sees a patch of moonlight coming in a barred window.

     With a quick glance at the sleeping PATIENTS, he slips out of
     bed, makes his way stealthily to the window, peers out.

     COLE'S POV:  the moon, glowing in the sky, illuminating a single
     tree.  Under the tree, in silhouette, a COUPLE embraces, kisses.

     ANGLE ON COLE, looking out the window, absorbed.

                               VOICE (o.s.)
                It won't work. You can't open it.

     Alarmed, COLE turns, sees JEFFREY in the next bed.

                               JEFFREY
                You think you can remove the grill but
                you can't.  It's welded.

     COLE checks the grill anyway.

                               JEFFREY
                See?  I toldja.  And all the doors are
                locked, too.  They're protecting the
                people on the outside from us.  But the
                people outside are as crazy as us.

     COLE has become preoccupied with a small SPIDER creeping along
     the window sill.  He's staring at it when he's distracted by a
     sudden SOUND.  Grabbing the SPIDER, COLE scrambles back into bed
     just as the door opens and an ORDERLY probes the dark room with
     the blade of his flashlight.

     ANGLE ON COLE, in bed, feigning sleep.

     The flashlight clicks off and COLE hears the door close.

     For a long moment the ward is silent except for BREATHING,
     SNORES, occasional MOANS.  Then, COLE hears JEFFREY'S hoarse
     whisper, picking up right where he left off.

                               JEFFREY
                You know what "crazy" is?  "crazy" is
                "majority rules".  Take germs for example.

     Although COLE is preoccupied with the SPIDER struggling to get
     out of his fist, he can't help reacting to the word, "germs"!

                               COLE
                Germs?!

                               JEFFREY
                In the 18th century there was no such
                thing!  Nobody'd ever imagined such a
                thing -- no sane person anyway.  Along
                comes this doctor...Semmelweiss, I
                think.  He tries to convince people...
                other doctors mostly...that there are
                these teeny tiny invisible "bad things"
                called germs that get into your body and
                make you...sick!  He's trying to get
                doctors to wash their hands.  What is
                this guy...crazy?  Teeny tiny invisible
                whaddayou call 'em?..."germs"!

     As JEFFREY warms to his subject, getting excited, COLE tries to
     figure out where to put the SPIDER.

                               JEFFREY (cont.)
                So cut to the 20th century!  Last week
                in fact, right before I got dragged
                into this hellhole.  I order a burger
                in this fast food joint.  The waiter
                drops it on the floor.  He picks it up,
                wipes it off, hands it to me...like it
                was all okay.

     No alternative.  COLE pops the SPIDER in his mouth and swallows
     it as JEFFREY prattles on...

                               JEFFREY
                "What about the germs?"  I say.  He
                goes, "I don't believe in germs.  Germs
                are just a plot they made up so they
                can sell you disinfectants and soap!"
                Now, he's crazy, right?  Hey, you
                believe in germs, don't you?

                               COLE
                I'm not crazy.

                               JEFFREY
                Of course not, I never thought you were.
                You want to escape, right?  That's very
                sane.  I can help you.  You want me to,
                don't you?  Get you out?

                               COLE
                If you know how to escape, why don't you...?

                               JEFFREY
                Why don't I escape, that's what you
                were going to ask me, right?  'Cause
                I'd be crazy to escape!  I'm all taken
                care of, see?  I've sent out word.

                               COLE
                What's that mean?

                               JEFFREY
                I've managed to contact certain underlings,
                evil spirits, secretaries of secretaries, and
                assorted minions, who will contact my father.
                When he learns I'm in this kind of place,
                he'll have them transfer me to one of those
                classy joints where they treat you...properly.
                LIKE A GUEST!  LIKE A PERSON!  SHEETS!
                TOWELS!  LIKE A BIC HOTEL WITH GREAT DRUGS
                FOR THE NUT CASE LUNATIC MANIAC DEVILS...

     PATIENTS are waking up as the NURSE and two ORDERLIES burst into the
     dorm and head straight for JEFFREY who's struggling to calm himself.

                               JEFFREY
                Sorry.  Really sorry.  Got a little
                agitated.  The thought of escaping
                crossed my mind and suddenly...suddenly
                I felt LIKE BENDING THE FUCKING BARS
                BACK, RIPPING OFF THE GODDAMN WINDOW
                FRAMES AND...EATING THEM, YES, EATING
                THEM, AND LEAPING, LEAPING...

     COLE watches the ORDERLIES grab JEFFREY and haul him away.

                               JEFFREY
                You dumb assholes!  I'm a mental patient!
                I'm supposed to act out.  Wait til you
                morons find out who I am.  My father's
                gonna be really upset.  AND WHEN MY
                FATHER GETS UPSET, THE GROUND SHAKES!
                MY FATHER IS GOD!  I WORSHIP MY FATHER.

     INT.  WARD DAYROOM - MORNING

     ANGLE ON TV SCREEN/A VIDEO IMAGE OF A LAB MONKEY, convulsing
     pathetically, a victim of shocks from the numerous wires attached
     to his tiny, restrained body.

     ANGLE ON COLE, sitting, writing intensely in a magazine with
     crayon, surrounded by dull-eyed PATIENTS in pajamas and ratty
     robes, staring at the shuddering LAB MONKEY on the TV screen.

                               JEFFREY'S VOICE (o.s.)
                Torture!  Experiments!  We're all
                monkeys

     COLE locks up, startled, as JEFFREY, one eye bruised black, takes
     the seat next to him.

                               COLE
                They hurt you!

                               JEFFREY
                Not as bad as what they're doing to
                kitty.

     ANGLE ON TV, showing a laboratory CAT turning in mad circles,
     eating its own tail, while a NEWS REPORTER narrates.

                               TV NEWS REPORTER (v.o.)
                These video tapes were obtained by
                animal rights activists who worked
                underground as laboratory assistants
                for several months.  Authorities say
                there is little they can do until...

     The video footage now shows LAB WORKERS watching the results of
     their experiments passively.

     ANGLE ON COLE, reacting angrily.

                               COLE
                Look at those assholes, they're asking
                for it!  Maybe people deserved to be
                wiped out!

                               JEFFREY
                     (startled, turning)
                Wiping cut the human race!  That's a
                great idea!  But it's more of a long
                term thing -- right now we have to
                focus on more immediate goals.
                     (sudden whisper)
                I didn't say a word about "you know
                what".

                               COLE
                What are you talking about???

                               JEFFREY
                You know -- your plan.

     As COLE stares, befuddled, JEFFREY sees COLE'S magazine.

                               JEFFREY
                What're you writing?  You a reporter?

                               COLE
                     (shielding the magazine)
                It's private.

                               JEFFREY
                A lawsuit?  You going to sue them?

     Just then BILLINGS looms over COLE, extending a cup full of pills.

                               BILLINGS
                Yo, James -- time to take your meds.

     INT.  DAY ROOM/HOSPITAL - THIRTY MINUTES LATER (MORNING)

     ANGLE ON THE TV, a commercial playing:  a beautiful couple romps
     in the surf in slow motion while an eager NARRATOR encourages...

                               NARRATOR (v.o.)
                Take a chance.  Live the moment.  Sunshine.
                Gorgeous beaches.  The Florida Keys!

     ANGLE ON COLE, very drugged, seated in front of the TV along with
     other drugged PATIENTS, staring at the screen.

     ANGLE ON THE TV, showing a picture of the Marx Brothers.

                               TV AWNOUNCER (v.o.)
                We'll return to the Marx Brothers in
                "Monkey Business" following these
                messages.

                               JEFFREY'S VOICE (o.s.)
                Monkey Business!  Monk Key Business.

     COLE sees JEFFREY sliding into the next chair and smirking.
         
                               JEFFREY
                Get it?  Monk - Key.  Monk!
                     (big grin)
                Key!

     JEFFREY flashes his palm open for one quick moment.  A KEY!

                               COLE
                     (groggy)
                What....???

                               JEFFREY
                Wooooo, they really dosed you, bro.
                Major load!  Listen up -- try and get
                it together.  Focus!  Focus!  The plan!
                Remember?  I did my part.

                               COLE
                What...???

                               JEFFREY
                Not, "what", babe!  When!

                "When???"

                               JEFFREY
                     (pressing the key into Cole's hand)
                Now!

                               VOICE/TV (o.s.)
                Let us guide you to the stocks and
                bonds that will enhance your portfolio.

                               JEFFREY
                     (leaping to his feet)
                YES -- NOW!  BUY NOW!  STOCKS AND BONDS!
                NO MORE MONKEY BUSINESS -- BUY NOW.

     ANGLE ON TV, almost mimicking JEFFREY with an ad...a BULL and a
     BEAR and a computer screen showing stock prices fluctuating.

                               VOICE/TV (v.o.)
                A portfolio tailored to your specific
                needs and the needs of your loved ones...

        ANGLE ON COLE, dumbfounded, watching JEFFREY dance crazily.

                               JEFFREY
                YES, YES.  ENHANCE YOUR PORTFOLIO NOW!

        ANGLE ON BILLINGS, across the ward, reacting to JEFFREY, lets go
        of the OLD MAN he's helping as another orderly, TERRY, presses a
        beeper, calling for help.

        ANGLE ON COLE, flabbergasted, as JEFFREY cavorts around the room.

                                  JEFFREY
                   BUY!  SELL!  SEIZE THE OPPORTUNITY!

        ANGLE ON A HAND, inserting the last piece into the PEACEABLE
        KINGDOM JIGSAW PUZZLE.  Just then, JEFFREY'S HAND sweeps the
        puzzle off the table, scattering it into a thousand pieces.

        ANGLE ON JEFFREY, dancing away while the PATIENT who just
        completed the puzzle stares, very upset.

        Other PATIENTS are getting agitated, too, as JEFFREY avoids a
        lunge by BILLINGS and dances off, using PATIENTS as a shield.

                                  HEAVY WOMAN PATIENT
                   I'M GETTING DIZZY.  MAKE HIM STOP!

                                  SKINNY MAN PATIENT
                   HERE THEY COME!  THEY'RE COMING!

                                  OLD MAN PATIENT
                   FIVE HUNDRED DOLLARS!  I GOT FIVE
                   HUNDRED DOLLARS!  I'M INSURED!

                                  JEFFREY
                   OPPORTUNITY!  DEFINITELY!  A WINDOW OF
                   OPPORTUNITY!  OPENING NOW!  NOW'S THE TIME
                   FOR ALL GOOD MEN TO SEIZE THE MOMENT!  YES!
                   YES!  MASTERCARD!  VISA!  THE KEY TO HAPPINESS!

     ANGLE ON COLE, realizing through the haze of drugs that JEFFREY
     is sending a message to him.  COLE looks at the ward door.

     COLE'S POV:  the WARD DOOR opens and two husky ORDERLIES enter.
     One locks the door with a key, one of many on a key ring attached
     to his belt, as the other ORDERLY rushes to join the pursuit.

                               JEFFREY
                   SEIZE THE MOMENT!  GET RICH!  NOW'S THE
                   TIME!  GO FOR IT!

                               BILLINGS
                     (missing a tackle)
                   God damn you, Jeffrey, quit playing the fool.

     ANGLE ON COLE, hesitating.  He locks at the door...blurring in
     and out of focus.  He looks down at the key in his hand.

     ANGLE ON JEFFREY, being grabbed by the ORDERLIES.  JEFFREY
     resists wildly as they struggle to overpower him.

                               JEFFREY
                   LAST CHANCE!  LAST CHANCE!  HEY -- OW!

     ANGLE ON COLE, moving to the door.  He reaches it and tries to
     insert the key in the lock.

     ANGLE ON LOCK, as the key keeps missing the hole.

     ANGLE ON COLE, glancing nervously over his shoulder.

     COLE'S POY:  ORDERLIES swarm over JEFFREY, don't notice COLE.

     ANGLE ON COLE, managing to insert the key.  It won't turn.

     A PATIENT, close at hand, startles COLE, speaking into his ear.

                               PATIENT
                Place to go would be...Florida.  The
                keys are lovely this tine of year.

     COLE, unnerved, desperate tries the key again.  It turns.

                               PATIENT
                Be careful.  J. Edgar Hoover isn't really dead.

     COLE pauses, stares, not understanding.  Then, he opens the door.

     INT.  CORRIDOR/COUNTY HOSPITAL

     Stepping through the door, COLE finds himself in an ante-room
     facing several elevators.

     A uniformed SECURITY MAN sitting at a near-by desk doesn't even
     lock up from the magazine he's reading.

     Barely daring to breathe, COLE steps toward the elevators so his
     back is to the SECURITY MAN.  But he doesn't know how to control
     this elevator.  What should he do?

                               SECURITY MAN'S VOICE (o.s.)
                Two's not working today.  Use one.

     COLE freezes, sneaks a glance over his shoulder.

     COLE'S POV:  the SECURITY MAN continues his reading.  He's a big
     guy with reading glasses perched on his nose.  He looks exactly
     like the MENACING GUARD IN THE FUTURE...SCARFACE!

     ANGLE ON COLE, stunned!

     Just then, an elevator door slides open.  The elevator's empty.

     COLE steps into it.

     INT.  ELEVATOR/COUNTY HOSPITAL

     The door closes, isolating COLE in the elevator.

     COLE finds the down button, is about to push it when the elevator
     springs to life.  The numbers on the indicator over the door
     start to rise.  7...8...9.

     Then, the elevator stops and the door opens.

     Two DOCTORS and an AIDE stand in front of the door, waiting.

     COLE hesitates.

     They look at him.  They seem to expect him to exit.

     Avoiding eye contact, COLE exits the elevator.

     As they enter the elevator, the DOCTORS look back at COLE and frown.

     INT.  RAILLY'S OFFICE - MORNING

     RAILLY has just arrived for work.  She's slipping on her white
     doctor's coat when...

     DR. CASEY, one of the other residents, sticks his head in the
     door waving a crayoned message on a page torn from a magazine.

                               DR. CASEY
                This was in my box, but I have a slight
                suspicion it wasn't meant for me.

     CASEY enters the room, reading the scrawled words dramatically.

                               DR. CASEY
                "You are the most beautiful woman I have
                ever seen.  You live in a beautiful
                world.  But you don't know it.  You have
                freedom, sunshine, air you can breathe."

                               RAILLY
                     (smiling)
                Cole.  James Cole -- right?

     She reaches for the note but CASEY moves it out of her grasp.

                               DR. CASEY
                "I would do anything to stay here, but
                I must leave.  Please, help me."

                               RAILLY
                Poor man...

     CASEY is handing her the note when another resident, DR. GOODINS,
     sticks his head in the door.  He's upset.

                               DR. GOODINS
                Hey, Kathryn, James Cole is one of
                yours, right?

     RAILLY and CASEY stare at him.

                               DR. GOODINS
                He got out.  Took off.  Last seen, he
                was up on nine.

    INT.  X-RAY DEPARTMENT/BASEMENT - DAY

    A PATIENT is being swallowed by a large tube, a CAT SCANNER,
    while a DOCTOR in a white coat speaks reassuringly.

                               DOCTOR
                Just relax -- don't fight it.  We have
                to know exactly what's there so we can...

     The DOCTOR stops, astonished, as the door bursts open.

     It's COLE!  He stares at the PATIENT and the Cat Scanner.

     The PATIENT lifts his head up and stares at COLE.

                               DOCTOR
                Eh, excuse me.  Can I help you?

     COLE turns and rushes back out the door.

     INT.  CORRIDOR/COUNTY HOSPITAL

     COLE steps into the corridor, turns to his right, freezes.

     A POSSE of SECURITY GUARDS is headed in his direction.

     COLE turns to his left.

     Four ORDERLIES are coming that way.

     COLE'S trapped.  A beat.  He attacks the nearest man.  BILLINGS.

     INT.  TECH ROOM/PSYCH WARD - SHORTLY (DAY)

     RAILLY prepares a hypo, turns to COLE who is strapped tightly on
     a gurney with BILLINGS and an RN standing on either side, tense
     for more trouble.  One of BILLINGS' eyes is starting to swell shut.

                               RAILLY
                It's just a shot to calm you.

                               COLE
                No more drugs.  Please...

                               RAILLY
                I have to do this, James.  You're very
                confused.

     RAILLY pushes the needle into COLE'S skin.

     INT.  CONFERENCE ROOM/PSYCH WARD - LATER (DAY)

     DR. FLETCHER faces RAILLY across the conference table.  DR.
     CASEY, DR. GOODINS, DR. MARILOU MARTIN are also there.

                               DR. FLETCHER
                Don't be defensive, Kathryn, this isn't
                an inquisition.

                               RAILLY
                I didn't think I was being defensive.
                I was just...

                               DR. FLETCHER
                He should have been in restraints.  It
                was bad judgment on your part, plain
                and simple.  why not just cop to it?

                               RAILLY
                Okay, it was bad judgment.  But I have
                the strangest feeling about him -- I've
                seen him somewhere and...

                               DR. FLETCHER
                     (impatient, not interested)
                Two policemen were already in the
                hospital and now we have an orderly
                with a broken arm and a Security
                Officer with a fractured skull.

                               RAILLY
                I said it was bad judgment!  What else
                do you want me to say?

                               DR. FLETCHER
                You see what I mean?  You're being defensive.
                     (to Dr. Casey)
                Isn't she being defensive, Bob?

     But just then, BILLINGS sticks his head in the door.

                               BILLINGS
                Uh, Dr. Fletcher -- we got another...
                situation.

     INT.  CORRIDOR/PSYCH WARD - MOMENTS LATER (DAY)

     DR. FLETCHER looks into an empty padded cell as RAILLY, MARTIN,
     GOODIN, BILLINGS, PALMER and the NURSE crowd behind him.

                               DR. FLETCHER
                He was in full restraints?  And the
                door was locked?

                               BILLINGS
                Yes, sir.  Did it myself.

                               DR. FLETCHER
                And he was fully sedated?

                               RAILLY
                He was fully sedated!

                               DR. FLETCHER
                Then are you trying to tell me that a
                fully sedated, fully restrained patient
                somehow slipped out that vent, replaced
                the grill behind him and that he's wriggling
                through the ventilation system right now?

     DR. FLETCHER indicates an impossibly tiny vent high in the wall.

     INT.  CONCOURSE/AIRPORT - DAY (THE DREAM)

     Seen through the glass windows, a 747 takes off, climbing into
     the sky as the airport P.A. System drones...

                               P.A. SYSTEM
                Flight 784 to San Francisco now
                boarding at Gate 38...

     YOUNG COLE, watching the 747, whirls at the SOUND of a COMMOTION.

     MR. PONYTAIL bumps him.

     The BLONDE MAN sprints past.  The WOMAN'S VOICE calls out!

                               WOMAN'S VOICE
                NOOOOOOOOOO!

     TRAVELERS dive for cover briefly revealing the mysterious BRUNETTE
     running after the BLONDE MAN!  But this time, YOUNG COLE catches
     just a glimpse of her face.  She looks a little like RAILLY except
     for the dark hair, the make-up. and the flashy earrings.  She
     calls out, her VOICE blending weirdly with the P.A. SYSTEM...

                               BRUNETTE/P. A. SYSTEM
                The Freedom For Animals Headquarters
                now boarding on Second Avenue.  The
                Army of the Twelve Monkeys...

                               ENGINEER'S VOICE (o.s.)
                Cole, you moron -- wake up!

     INT.  ENGINEERING OFFICE - ETERNAL NIGHT OF THE FUTURE

     As COLE blinks awake, the digitized monotone of the P.A. SYSTEM
     continues to drone in an unearthly VOICE...

                               UNEARTHLY VOICE/P.A. SYSTEM
                -- they're the ones who are going to do it...

     COLE'S eyes seek the source of the sound and find it on the table
     in front of the panel of disapproving SCIENTISTS facing him.  It's
     a beat-up old tape recorder.

                               UNEARTHLY VOICE/TAPE RECORDER
                I can't do anything more.  The Police
                are after me.

     The tape ends, runs off the reel, flap...flap...flap...

                               ASTROPHYSICIST
                Well?

                               COLE
                Uh, what?

                               ENGINEER
                He's drugged out of his mind!  He's
                completely zoned out.

                               ASTROPHYSICIST
                Cole, did you or did you not record
                that message?

                               COLE
                Uh, that message...me?

                               MICROBIOLOGIST
                It's a digital reconstruction of a
                message, Cole, from a weak signal on our
                contact number.  Did you make that call?

                               COLE
                     (angrily)
                I couldn't call!  You sent me to the
                wrong year!  It was 1989.

                               SCIENTISTS
                1989!

     The SCIENTISTS react, exchanging looks, whispers.  Then,

                               ZOOLOGIST
                You're certain of that?

                               GEOLOGIST
                     (before Cole can answer)
                What did you do with your time, Cole?
                Did you waste it on drugs?  Women?

                               COLE
                They forced me to take drugs.

                               BOTANIST
                Forced you!  Why would someone force
                you to take drugs?

                               COLE
                I got into trouble.  I got arrested.
                But I still got you a specimen -- a
                spider -- but I didn't have anyplace to
                put it, so I ate it.  It was the wrong
                year anyway, so I guess it doesn't matter.

     The SCIENTISTS stare incredulously, then turn, exchange knowing
     looks, huddle, start whispering to one another.

     Struggling to stay awake COLE sees, blurrily, the MICROBIOLOGIST
     staring at COLE intently.  For one moment, the face belongs to
     DR. FLETCHER!

     COLE blinks hard...and the MICROBIOLOGIST has his own face, again.

     COLE'S head slumps forward now...and everything goes dark.

                               GEOLOGIST'S VOICE (o.s.)
                Cole!

     INT.  ENGINEERING OFFICE - ETERNAL NIGHT OF THE FUTURE

     COLE comes awake with a start.  The room is dark now, except...

     a slide is being projected on a torn screen.  It's a picture of a
     stenciled graffiti...the logo of The Army of the 12 Monkeys.

                               ENGINEER
                What about it, Cole?

                               ZOOLOGIST
                Did you see it?

                               COLE
                Uh, no, sir.  I...

     Another slide CLICKS into place.  Youthful PROTESTERS, their
     placards featuring slogans and images of Animal Atrocities,
     confront POLICE in riot gear.

                               ASTROPHYSICIST
                What about these people?  Did you see
                any of these people?

     Zooming in, panning, the SCIENTISTS emphasize the FACES of the
     PROTESTERS.  The FACES are unfamiliar to COLE (though WE will
     recognize some of them later on).

                               COLE (o.s.)
                Uh, no, sir, I...wait!

     The image pans back to a much enlarged blurry FACE among the
     PROTESTERS.  In spite of the poor image, the expression of rage
     is clear, and it seems to resemble a somewhat older JEFFREY MASON.

                               ASTROPHYSICIST
                Him?  You saw that man?

                               COLE
                Uh, I think so.  In the mental hospital.

                               MICRO3IOLOGIST
                     (switching on the light)
                You were in a mental institution?!

     The SCIENTISTS MUTTER disapprovingly among themselves.

                               ASTROPHYSICIST
                You were sent to make very important
                observations!

                               BOTANIST
                You could have made a real contribution.

                               GEOLOGIST
                Helped to reclaim the planet...

                               ZOOLOGIST
                As well as reducing your sentence.

                               MICROBIOLOGIST
                The question is, Cole -- "Do you want
                another chance?"

     COLE stares at them, trying to figure out what they mean.

     INT.  CONCOURSE/AIRPORT - DAY (THE DREAM)

     The BRUNETTE runs up the concourse, her back to YOUNG COLE, as
     frightened PASSENGERS duck for cover, SHOUTING!

                               RASPY VOICE (o.s.)
                Hey!  Who's that?

     INT.  CELL - ETERNAL NIGHT

     COLE opens his eyes.  Where is he?  Silence as he examines the
     tiny cell.  Bare cement walls.  High ceiling.  Same color and
     size as the isolation room at the county hospital.

                               RASPY VOICE (o.s.)
                Hey, Bob...what's your name?

     COLE looks around frantically.  Up, down.  Where is the VOICE
     coming from?  Maybe from that tiny vent high in the wall...

                               COLE
                Where are you?

                               RASPY VOICE (o.s.)
                You can talk!  Wah'dja do, Bobby boy?
                Volunteer?

                               COLE
                My name's not "Bob".

                               RASPY VOICE (o.s.)
                Not a prob, Bob.  Where'd they send you?

                               COLE
                Where are you?

                               RASPY VOICE (o.s.)
                Another cell. ...  Maybe.

                               COLE
                What do you mean, "maybe"?  What's that
                supposed to mean?

                               RASPY VOICE (o.s.)
                Maybe.  Means "maybe" I'm in the next cell,
                another "volunteer" like you -- or "maybe"
                I'm in the Central Office spying on you
                for all those science bozos.  Or, hey, "maybe"
                I'm not even here.  "Maybe" I'm just in
                your head.  No way to confirm anything.
                Ha Ha.  Where'd they send you?

     COLE doesn't answer.

                               RASPY VOICE (o.s.)
                Not talking, huh, Bob?  That's okay
                I can handle that.

                               COLE
                1989.

                               RASPY VOICE (o.s.)
                89!  How was it?  Good drugs?  Lotsa
                pussy?  Hey, Bob, you do the job?  D'ju
                find out the "big info"?...Army of the
                Twelve Monkeys...where the virus was
                prior to mutation?

                               COLE
                It was supposed to be 1995.

                               RASPY VOICE (o.s.)
                Science isn't an exact science with
                these clowns.  You're lucky you didn't
                end up in ancient Egypt!

     INT.  LAB - ETERNAL NIGHT OF THE FUTURE

     COLE is strapped on a gurney.  SCIENTISTS hover near-by,
     whispering.  The walls of the gloomy chamber are damp, sweating.

                               GEOLOGIST
                No mistakes this time, Cole.

                               ASTROPHYSICIST
                Stay alert.  Keep your eyes open.

                               ZOOLOGIST
                Good thinking about that spider, Cole.
                Try and do something like that again.

                               MICROBIOLOGIST
                Just relax now -- don't fight it.  We
                have to know exactly what's there so we
                can fix it.

     The gurney is being wheeled into a crudely welded steel tube...
     reminiscent of the cat scanner in County Hospital.

     COLE'S POV:  a last glimpse of anxious FACES, then the chamber
     door is CLANGED shut.

     EVERYTHING IS BLACK.  A HUM BUILDS.  THE BLACKNESS VIBRATES, THE
     HUM REACHES A DEAFENING LEVEL, THEN DIMUENDOS.  WE BEGIN TO HEAR
     BURSTS OF MACHINE GUN FIRE, VOICES SHOUTING IN FRENCH, A SUDDEN
     HUGE EXPLOSION!  THEN...

     EXT.  TRENCH/FRANCE - DAY

     DRIZZLING RAIN.  And SCREAMS.  COLE'S in a deep trench, naked,
     eyes wide with terror. What's going on? Where is he?  SOLDIERS
     in gas masks push urgently past him rushing toward their injured
     COMRADES who've been ripped apart by the shell that just hit
     fifteen yards away.  Muffled VOICES shout through gas masks...
     in FRENCH.  COLE doesn't know it, but this is World War I!
     Suddenly, a SERGEANT confronts him, shouting in French.

                               SERGEANT
                     (FRENCH, subtitled)
                Where's your mask?!  And your clothes...
                and your weapon, you idiot?!

                               COLE
                What?  What??

     COLE looks around desperately.  A horribly WOUNDED MAN is being
     stretchered past them in the narrow trench.  Machine guns chatter
     close at hand.  AAK AAK AAK.  A grenade EXPLODES.  Reacting to the
     foreign word, the SERGEANT jams his bayonet into COLE'S ribs...

                               SERGEANT
                     (FRENCH, subtitled)
                Captain!  A Kraut!  We got a Kraut!

                               COLE
                I don't understand.  Where am I?

     The CAPTAIN hurries over, snapping at COLE in German.

                               CAPTAIN
                     (GERMAN, subtitled)
                How'd you get here, soldier?  What's
                your rank?  Where are your clothes?

                               COLE
                I...don't understand.

                               CAPTAIN
                     (frowning, GERMAN, subtitled)
                German!  Speak German!  What are you
                doing here?

                               VOICE (o.s.)
                     (pleading in English)
                I gotta find 'em.  I gotta find 'em.
                Please, you gotta help me!

     COLE turns, sees...

     It's his friend, JOSE, the Puerto Rican kid from the next cell in
     the "underground" time.  He's being carried past COLE now on a
     stretcher, blood all over his torso, horribly wounded.

                               COLE
                JOSE!

                               JOSE
                Cole!  Oh, God, Cole, where are we?

     JOSE reaches out to COLE just as a PHOTOGRAPHER takes a FLASH
     PICTURE of the kid being carried off on the stretcher.  SUDDENLY,
     SHOTS RING OUT.  COLE goes down.  Hit in the leg!

     SOLDIERS in gas masks rush past him like giant insects.

     Looking to his left, COLE sees the CAPTAIN lying beside him, dead
     from a chest wound, his gas mask half off.

     COLE is reaching for the mask when...

     A SHELL HITS CLOSE BY WITH AN ENORMOUS EXPLOSION.

     EXT.  COLLEGE CAMPUS - NIGHT

     Stunningly quiet.  We are on a placid campus looking at the
     dignified architecture of Breitrose Hall.  MOVING IN we FOCUS ON
     a large poster advertising "The Alexander Lectures, Spring 1995".
     WE SKIM the listings (Jon Else on The Nuclear Agony, Dr. Andrew
     Miksztal on Biological Ethics, etc.) until we SETTLE ON...

                             DR. KATHRYN RAILLY
                      MADNESS AND APOCALYPTIC VISIONS
                                   MAY 17

     INT.  AUDITORIUM/BREITROSE HALL - NIGHT

     A large screen dominates the auditorium stage.  On the screen is
     a slide of an engraving from the Middle Ages showing a MADMAN in
     apparent agony, his mouth shaped to a scream, as he is restrained
     by PEASANTS.  The projector ZOOMS slowly in on the agonized FACE
     of this MADMAN as we HEAR RAILLY'S VOICE lecturing.

                               RAILLY'S VOICE (o.s.)
                According to the accounts of local
                officials at that time, this gentleman,
                judged to be about forty years of age,
                appeared suddenly in the village of Wyle
                near Stonehenge in the West of England in
                April of 1162.  Using unfamiliar words and
                speaking in a strange accent, the man made
                dire prognostications about a pestilence
                which he predicted would wipe out humanity
                in approximately 8OO years.  Deranged and
                hysterical, the man raped a young woman of the
                village, was taken into custody, but then
                mysteriously escaped and was not heard of again.

     WE DISCOVER RAILLY, six years older now, standing at a lectern
     in a pool of light.  She's dwarfed by the giant screen where the
     engraving is replaced by a series of slides of woodcuts showing
     scenes of pestilence in the Middle Ages as she lectures to an
     audience of mostly SCHOLARLY TYPES.

                                    RAILLY (cont.)
                In 1841, Mackay wrote, "During seasons
                of great pestilence, men have often
                believed the prophecies of crazed
                fanatics, that the end of the world was
                come."  Obviously, this plague/doomsday
                scenario is considerably more compelling
                when reality supports it in some form,
                whether it's the Bubonic Plague, smallpox,
                or AIDS.  In addition to these "natural"
                contagions, there are now technological
                horrors as well:  besides radiation,
                consider our lurking fear of germ
                warfare and its close approximation,
                chemical warfare, which first reared
                its ugly head in the deadly mustard
                gas attacks during the First World War.

     ON THE SCREEN, a SERIES of SLIDES show images of WORLD WAR I
     SOLDIERS in gas masks, in death throes, etc..

                               RAILLY'S VOICE (cont. o.s.)
                During such an attack in the French
                trenches in October, 1917, we have an
                account of this soldier...

     ON THE SCREEN, a slide of an old deteriorated photograph shows
     JOSE, the Puerto Rican kid, strapped to a stretcher, being carried
     by SOLDIERS through the trenches during an attack.  JOSE appears
     to be ranting madly as the projector ZOOMS CLOSER on his face until
     the image approximates Munch's famous painting.

                               RAILLY'S VOICE (cant. o.s.)
                -- who, during an assault, was wounded
                by shrapnel and hospitalized behind the
                lines where Doctors discovered he had
                lost all comprehension of French but
                spoke English fluently, albeit in a
                regional dialect they didn't recognize.
                The man, although physically unaffected
                by the gas, was hysterical.  He claimed
                he had come from the future, that he was
                looking for a pure germ that would
                ultimately wipe mankind off the face of
                the earth in the year... 1995!

     The AUDIENCE gives a nervous CHUCKLE.

     ON THE SCREEN, a different old photograph of JOSE.  This time
     he's in a military hospital, gaunt, haunted, very ill.

                               RAILLY'S VOICE (cont. o.s.)
                Although seriously injured, the young
                soldier disappeared from the hospital
                before more data could be gathered.  No
                doubt, he was trying to carry on his
                mission to warn others, substituting
                for the agony of war...a self-inflicted
                agony we call the "Cassandra Complex".

     As RAILLY continues, we SCAN the AUDIENCE and DISCOVER MARILOU MARTIN,
     RAILLY'S friend, and MARILOU'S HUSBAND, WAYNE CHANG, both listening
     attentively.  Further away, another MAN listens intently.  A MAN with
     shoulder-length carrot-colored hair.  His name is DR. PETERS.

                               RAILLY (cont.)
                Cassandra, in Greek legend you will recall,
                was condemned to know the future but to be
                disbelieved when she foretold it.  Hence,
                the agony of foreknowledge combined with
                impotence to do anything about it.

     INT.  RECEPTION ROOM - AN HOUR LATER (NIGHT)

     A stack of new books.  THE DOOMSDAY SYNDROME, Apocalyptic
     Visions of the Mentally Ill by Dr. Kathryn Railly

     Surrounded by enthusiastic members of the audience, RAILLY is
     seated at the table signing books but DR. PETERS has her ear.

                               DR. PETERS
                I think, Dr. Railly, you have given
                your alarmists a bad name.  Surely
                there is very real and very convincing
                data that the planet cannot survive the
                excesses of the human race:  proliferation
                of atomic devices, uncontrolled breeding
                habits, the rape of the environment, the
                pollution of land, sea, and air.  In this
                context, isn't it obvious that "Chicken
                Little" represents the sane vision and
                that Homo Sapiens' motto, "Let's go
                shopping!" is the cry of the true lunatic?

     DR. PETERS smiles self-importantly at RAILLY as an elderly
     disheveled PROFESSOR elbows in front of him.
 
                               DISHEVELED PROFESSOR
                Doctor Railly -- please!  I wonder if
                you're aware of my own studies which
                indicate that certain cycles of the
                moon actually impact on the incidence
                of apocalyptic predictions as observed
                in urban emergency rooms and...

     As the PROFESSOR babbles, MARILOU MARTIN and her husband, WAYNE
     CHANG, appear and whisper...

                               MARILOU
                You were great.

                               RAILLY
                You're leaving?

                               MARILOU
                The reservation's at nine thirty --
                it's getting late.

                               DISHEVELED PROFESSOR
                Doctor Railly -- please -- this is very
                important!

                               WAYNE CHANG
                     (checking the professor)
                You sure you're gonna be all right?

                               RAILLY
                     (smiles, checks her watch)
                I'll be there in twenty minutes.

                               DISHEVELED PROFESSOR
                Dr. Railly, I simply cannot understand
                your exclusion of the moon in relation
                to apocalyptic dementia...

     EXT.  PARKING LOT/BREITROSE HALL - NIGHT

     A full moon.

     COLLEAGUES in a VOLVO pull out of the parking lot, calling,
     "Congratulations" to RAILLY.

     She waves back as she hurries to her black ACURA, one of the last
     cars left in the lot.

     The outside lights of Breitrose Hall go off.

     RAILLY seems to be alone in the lot as she fishes keys from her
     purse, unlocks her car door, starts to open it when...

     Suddenly, she's grabbed from behind in a choke-hold by a large
     shadowy MAN looming out of the darkness behind her.

                               MAN'S VOICE
                Get in!

     Unable to scream, she writhes and kicks as he forces her into the
     front seat.

                               MAN'S VOICE
                I've got a gun.

     RAILLY freezes, terrified, as he opens the rear door and
     scrambles in behind her.

     INT.  ACURA/PARKING LOT

     Fighting to suppress the quaver in her voice, RAILLY says...

                               RAILLY
                You can have my purse.  I have a lot of
                cash and credit...

                               MAN'S VOICE (o.s.)
                Start the car.

     Glancing in the rear view mirror, RAILLY sees penetrating eyes
     peering out of the shadows, no other features.

     Half-turning in the seat, she holds out the keys to him.

                               RAILLY
                Here!  You can have the keys.  You can...

     He grabs her hair and yanks her head back hard, speaking fiercely
     into her ear, his face last in shadow.

                               MAN
                START THE CAR!  NOW!

     EXT.  ACURA/PARKING LOT

     The engine STARTS, the Acura backs up, then heads for the exit.

     INT.  ACURA

     Steering fearfully, RAILLY hears him speak more calmly now.

                               MAN'S VOICE (o.s.)
                I don't want to hurt you.  But I will.
                I've hurt people before when...when I
                had no choice.  Turn left.

     As she makes the turn, RAILLY glances in the rear view mirror,
     sees him unfolding a tattered map.  His face is lost in darkness
     but she glimpses ragged, torn clothing as he tries to read the
     map by the intermittent glow of passing street lights.

                               RAILLY
                Where... where are we going'

                               MAN
                I need you to drive me to Philadelphia.

                               RAILLY
                     (startled, horrified)
                But that's... that's more than 200 miles!

                               MAN
                That's why I can't walk there.  Turn
                here... I think...

     RAILLY obeys.  She glances in the mirror again, hesitates, then
     boldly switches on the dome light, holding her breath fearfully
     for his reaction.

     He grunts appreciatively.  Relieved, she looks in the mirror
     again, trying to get a better look at him, but now his features
     are concealed by the map.

                               RAILLY
                If you make me go with you, it's
                kidnapping.  That's a serious crime.
                If you let me go, you could just take
                the car and...

                               MAN
                I don't know how to drive!  We went
                underground when I was nine, I told you
                that.  When you come to the corner,
                turn right.

     Startled, RAILLY whirls, looks right at him.

     He's lowered the map.  It's COLE!  Haggard, unshaven, dirty.

                               RAILLY
                Cole!  James Cole!  You escaped from a
                locked room six years ago.

                               COLE
                1989.  Six years for you.  There's the
                sign!  Right here!

     COLE is indicating a freeway entrance.

     RAILLY turns the wheel sharply.

     EXT.  FREEWAY - NIGHT

     The Acura veers up the ramp and onto the freeway.

     INT.  ACURA/FREEWAY - NIGHT

     RAILLY glances in the mirror, sees COLE settling back wearily
     against the seat.  She says carefully...

                               RAILLY
                I can't believe this is a coincidence,
                Mr. Cole.  Have you been...following me?

                               COLE
                You told me you'd help me.  I know this
                isn't what you meant, but...I was desperate...
                no money...bum leg... sleeping on the streets.
                I probably smell bad.  Sorry about that.
                But then I saw your book in a store window
                with a notice about your lecture.
                     (sudden pride)
                I can read, remember?

                               RAILLY
                Yes, I remember.
                     (a beat, then)
                Why do you want to go to Philadelphia?

                               COLE
                It's the next step.  I checked out the
                Baltimore information, it was nothing.
                It's Philadelphia, that's where they
                are, the ones who killed everyone.
                     (pointing suddenly, eagerly)
                Zs that a radio?  Does it play music?

     RAILLY turns on the radio and immediately WE HEAR the SOUND of SURF
     and the CRIES of gulls, background to an oozing baritone COMMERCIAL.

                               COMMERCIAL/RADIO (o.s.)
                This is a personal message to you.

     COLE sits up, alert, listening intently.

                               COMMERCIAL/RADIO (cont. o.s.)
                Are you at the end of your rope?  Are
                you dying to get away?

     COLE'S eyes narrow, concentrating on this personal message.

                               COMMERCAIL/RADIO (cont. o.s.}
                The Florida Keys are waiting for you.

     COLE frowns as the SOUND of breaking SURF and crying GULLS fills
     the car.  It's confusing!  He blurts out...

                               COLE
                I've never seen the ocean!

     Observing his confusion in the mirror, RAILLY assumes her
     professional tone.

                               RAILLY
                It's an advertisement, Mr. Cole.  You
                do understand that, don't you?  It's
                not really a special message to you.

     COLE frowns.  He did think it was for him, but she's probably right.

                               COLE
                You used to call me "James".

                               RAILLY
                You'd prefer that? ... James...you
                don't really have a gun, do you.

                               COLE
                     (cynical laugh)
                Everybody's got a gun.  In this city...

     He breaks off reacting to the RADIO MUSIC!  FATS DOMINO singing
     "BLUEBERRY HILL"!  COLE grins, mouth agape, eyes wide like a kid's.

                               COLE
                Can you...can you make it louder?  I
                love hearing twentieth century music!
                Hearing music and breathing air!

     As RAILLY cranks up the volume, she watches the mirror
     incredulously, sees him stick his head out the window into the
     wind, mouth open, "eating" the air hungrily.

     EXT.  FREEWAY/ACURA - NIGHT

     "BLUEBERRY HILL" BLARES as the Acura, COLE'S head out the rear
     window, zips past a sign at 65 mph.

     The sign says, "PHILADELPHIA 233 MILES."

     INT.  ACURA/FREEWAY - NIGHT

     RAILLY glances in the mirror at the nut in the rear seat with his
     head out the window.  what can she do?  Just then, while she's
     trying to figure something out, an ANNOUNCER'S VOICE breaks in...

                               ANNOUNCER/RADIO (o.s.)
                This just in from Fresno, California:
                emergency crews are converging on a
                cornfield where playmates of nine year
                old Ricky Neuman say they saw him
                disappear right before their eyes.

     COLE pulls his head back inside with a frown, troubled now.

                               ANNOUNCER/RADIO (cont. o.s.)
                Young Neuman apparently stepped into an
                abandoned well shaft and is lodged somewhere
                in the narrow 150 foot pipe, possibly alive,
                possibly seriously injured.  Playmates claim
                they heard him cry out faintly but since then
                there has been no contact with...

                               COLE
                "Never cry wolf!"

                               RAILLY
                What?

                               COLE
                My father told me that.  "Never cry
                wolf."  Then people won't believe you
                if...something really happens.

                               RAILLY
                "If something really happens"...like
                what, James?

                               COLE
                Something bad.  Is that all the music?
                I don't want to hear this stuff...

     RAILLY glances at him as she scans stations.

                               RAILLY
                Did something terrible happen to you when
                you were a child?  Something so bad...?

                               COLE
                Ohhhh, that one!  Can we hear that one?

     It's IVORY JOE HUNTER singing, "SINCE I MET YOU, BABY".

                               IVORY JOE/RADIO (o.s.)
                "Since I met you, baby,
                My whole life has changed...

     Ecstatic, COLE sticks his head out the window again.

     EXT.  ACURA/FREEWAY

     COLE'S POV:  the heavens, glittering with a million stars and a
     lover's moon as IVORY JOE croons the achingly romantic lyrics...

                               IVORY JOE/RADIO (cont. o.s.)
                "-- cause since I met you, baby.
                All I need is you..."

     ANGLE ON COLE, wind in his hair, eyes shining, gulping air blissfully.

     INT.  RAILLY'S APARTMENT - MORNING

     Two POLICE OFFICERS and an anxious MARILOU MARTIN listen to an
     answering machine's message while a hungry CAT cries plaintively.

                               ANSWERING MACHINE
                Dr. Railly -- this is Palmer from Psych
                Admitting.  There was a guy here this
                afternoon looking for you.  He seemed
                very agitated.  We tried to keep him, but
                he refused 'n I kept thinking, I know
                this guy.  Then, just a few minutes ago,
                it came to me.  It's Cole!  James Cole.
                Remember him?  The paranoid who pulled
                the Houdini back in '89.  Well, he's
                back and he's...cuckoo...and he's looking
                for you.  I thought you oughta know.

     The machine switches off.  The POLICE OFFICERS exchange a look.

                               MARILOU MARTIN
                It's just as I told you -- my husband
                and I had gone ahead -- she never
                showed.  That's totally unlike her!

                               OFFICER TWO
                     (pulls out his notebook)
                Do you happen to know the make of her car?

                               MARILOU MARTIN
                Um...Acura...'92 Acura. ... Also, that
                cat's starving!  She would never neglect
                her cat!

     EXT.  MOTEL - MORNING

     The ACURA is parked outside room 46 of the HIGHWAYS & BYWAYS
     MOTEL, which has definitely seen better days.

     INT.  MOTEL ROOM 46

     The TV is on.  A commercial is just starting.  A catfood jingle.

     The sound of HEAVY BREATHING.

     ANGLE ON COLE, sweating, BREATHING HEAVILY, sprawled on one side
     of the double bed, sound asleep.

     INT.  CONCOURSE/AIRPORT - DAY (THE DREAM)

     GUNSHOT!  YOUNG COLE glimpses the BLONDE MAN staggering, wounded.

     The mysterious BRUNETTE races past him toward the BLONDE MAN, and
     YOUNG COLE again glimpses the resemblance to RAILLY, in spite of
     the dark hair, the make-up, the flashy earrings.

     Close at hand, YOUNG COLE'S FATHER, his face still out of view, says,

                               FATHER'S VOICE (o.s.)
                Son, it's important for your cat to
                have the nourishment necessary for
                healthy bones and a rich coat.

     INT.  MOTEL ROOM 46

     COLE comes awake with a start.  He stares, disoriented, at the
     CATFOOD COMMERCIAL on the TV.

                               RAILLY'S VOICE (o.s.)
                Please untie me.  I'm very uncomfortable.

     COLE turns to RAILLY, beside him on the bed, frightened and
     helpless, her jacket arranged to restrain her like a strait-jacket.

     COLE'S instinct is to free her at once, but he controls his
     impulse.  He looks away, gets up, and, wincing, limps to the
     dresser, stepping around empty fast-food cartons.  He pulls a
     razor and shaving soap from a paper bag, then goes into the
     bathroom, leaving the door open, and starts to shave.

                               COLE
                You were in my dream just now.  Your hair
                was different, but I'm sure it was you.

                               RAILLY
                We dream about what's important in our lives.
                And I seem to have become pretty important
                in yours.  What was the dream about?

                               COLE
                About an airport...before everything
                happened.  It's the same dream I always
                have -- the only one.  I'm a little kid
                in it.

                               RAILLY
                And I was in it?  What did I do?

                               COLE
                You were very upset.  You're always
                very upset in the dream, but I never
                knew it was you before.

                               RAILLY
                It wasn't me before, James.  It's
                become me now because of...what's
                happening.  Please untie me.

     Finished shaving, COLE re-enters the bedroom, toweling his face.

                               COLE
                No, I think it was always you.  It's
                very strange.

                               RAILLY
                You're flushed.  And you were moaning.
                I think you're running a fever.  What
                are you doing?

     COLE is rummaging through RAILLY'S wallet, pulling out money.

                               COLE
                I'll be back in a minute.

     He heads for the door.

                               RAILLY
                No!  Don't leave me here like this!

     Too late!  He shuts the door behind him, leaving her alone.

     ANGLE ON THE TV SCREEN, where an ANCHORMAN sits at a News Set.

                               TV ANCHORMAN
                And in Fresno, California...crews
                continue to attempt to rescue nine year
                old Ricky Neuman.

     ANGLE ON RAILLY, twisting and struggling on the bed, trying to
     get loose, tears welling in her eyes.

                               TV ANCHORMAN (cont. o.s.)
                The boy was playing ball with four
                other children when he literally
                disappeared off the face of the earth.

     EXT.  MOTEL CORRIDOR - MORNING

     COLE puzzles over a junk food vending machine, inserts coins tentatively.

     INT.  MOTEL ROOM

     ANGLE ON TV, the picture of RAILLY filling the screen.


     ----------------------- PAGE 52 MISSING -----------------------


                               COLE
                My notes.  Observations.  Clues.

                               RAILLY
                Clues?  What kind of clues?

                               COLE
                A secret army.  The Army of The Twelve
                Monkeys.  I've told you about them.
                They spread the virus.  That's why we
                have to get to Philadelphia.  I have to
                find them -- it's my assignment.

                               RAILLY
                What will you do...when you find
                this...secret army?

                               COLE
                I just have to locate the virus in its
                original form before it mutates.  So
                scientists can come back and study it
                and find a cure.  So that those of us
                who survived can go back to the surface
                of the earth.

     RAILLY maintains a professional deadpan, says nothing as they pass
     a pickup truck with a MOTHER, FATHER, and five KIDS in the back.

     COLE stares at the KIDS, a sad look in his eyes.

                               COLE
                You won't think I'm crazy next month.
                People are going to start dying.  At
                first the papers will say it's some
                weird fever, some virus.  Then they'll
                begin to catch on.  They'll get it.

                               RADIO NEWSCASTER (o.s.)
                We interrupt this program with a
                special bulletin...

     RAILLY and COLE both react to the radio, suddenly alert.

                               RADIO NEWSCASTER (o.s.)
                This report just in from Fresno,
                California.  Naval sonar specialists
                who were flown to the site...

                               COLE
                I thought it was about us.  I thought
                maybe they'd found us and arrested me
                or something.

     RAILLY stares at COLE.

                               COLE
                Just a joke.

                               RADIO NEWSCASTER (o.s.)
                -- an hour ago have been unable to
                determine the location of the boy in the
                150 foot shaft...but a TV sound man who
                lowered an ultra-sensitive microphone into
                the narrow tube claims he heard breathing
                sounds coming from approximately seventy
                feet down...

     COLE reaches over and changes stations.  MUSIC again.

                               RAILLY
                Does that disturb you, James?  Thinking
                about that little boy in the well?

                               COLE
                When I was a kid I identified with that
                kid, down there alone in that pipe...a
                hundred feet down -- doesn't know if
                they're going to save him.

                               RAILLY
                What do you mean -- when you were a kid?

                               COLE
                Nevermind.  It's not real -- it's a
                hoax.  A prank.  He's hiding in a barn.
                Hey, turn left here.  Left!

     COLE quickly checks the map as RAILLY stares, then turns left.

     EXT.  SKID ROW STREET/PHILADELPHIA - DAY

     An elderly EVANGELIST with long stringy hair, wearing a tattered
     bathrobe, stands on a Skid Row corner WAVING a worn Bible as he
     rants at disinterested DERELICTS, WINOS, and BAG LADIES.

                               EVANGELIST
                "And the wild beasts of the islands
                shall cry in their desolate houses and
                dragons in their pleasant palaces:  and
                her time is near to come, and her days
                shall not be prolonged."

     ANGLE ON RAILLY'S ACURA, crawling down the street, RAILLY driving,
     COLE, beside her, staring out the window.

     INT.  ACURA/SKID ROW STREET

     COLE is scrutinizing the crumbling walls, boarded-up store
     fronts, tattered posters, decaying signs, miserable "RESIDENTS".

                               COLE
                Where I come from we think of this as Eden.
                If we could just see the sun, eat sun-grown
                food.  Eden!  Look at them!  They donut
                know what they have.  They don't see the
                sky.  They don't feel the air!

     COLE'S POV:  a BMW speeds toward them, passes, its radio BLARING!

                               COLE (o.s.)
                And the ones who aren't hungry are so smug
                they haven't a clue.  WAIT!  STOP!

     EXT.  ACURA/SKID ROW

     On foot now, COLE pulls an astonished RAILLY to a wall covered with
     graffiti, a hopeless tangle of symbols, words, and crude pictures.

     Clueless, RAILLY stares at the wall, then at COLE.

     COLE touches a bit of red-stenciled graffiti hidden under gang
     insignias.  We can just see TWELVE MONKEYS holding hands in a circle.

                               COLE
                The Twelve Monkeys!!!  They're here.
                     (looks around)
                Somewhere.  Come on!

     He pulls her along the sidewalk.  No question, he's insane.

     At the next alley entrance, COLE stops abruptly.  Then, still
     keeping a firm grip on RAILLY'S arm, he starts ripping down newly
     tacked-up posters announcing a Rap concert.

     RAILLY stares at him, then turns and is looking all around when,
     suddenly, COLE pulls her up tight and threatens...

                               COLE
                Look, I'm warning you.  You do anything,
                I'm going to go crazy -- hurt people!

                               RAILLY
                I'm not going to "do" anything, I
                promise.  But you need help, James.
                None of this is what you think it is.

     ANGLE ON COLE, not listening, staring triumphantly!  He's found
     another partially obscured stencil of THE TWELVE MONKEYS!

     But just then, a raspy VOICE startles COLE.

                               RASPY VOICE (o.s)
                You can't hide from them, Bob.

     COLE whirls, sees a derelict, LOUIE, leering at him, speaking in a
     voice eerily like the RASPY VOICE from the next cell in the future.

                               LOUIE
                No, sir, Old Bob -- don't even try.
                     (conspiratorially)
                They hear everything.  They got that
                tracking device on you.  They can find
                you anywhere.  Anytime.  Ha Ha!

     RAILLY looks from LOUIS to COLE, sees COLE'S stunned reaction.

                               LOUIE
                     (touches his back jaw)
                In the tooth, Bob!  Right?
                     (sudden triumphant grin)
                But I fooled 'em, old buddy!

     He opens his mouth wide.  NO TEETH'

     COLE grabs RAILLY and pulls her into the alley and down it.

                               COLE
                They're keeping an eye on me.

                               RAILLY
                Who's keeping an eye on you?

                               COLE
                The man...with the voice.  I recognized
                him.  He's from the present.  He...

     COLE breaks off, freezes as he sees...

     there on a brick wall is a stencil of the DANCING MONKEYS

     And further on, another red stencil!

     EXT.  VACANT LOT - MOMENTS LATER (DAY)

     CRACKHEADS huddle against a building, sucking their pipes,
     oblivious to COLE pulling RAILLY past.

     COLE scans the walls for messages in the confusion of graffiti.

     RAILLY is considering her surroundings dubiously when, suddenly,
     COLE pulls her toward the mouth of a dark and forbidding alley.

                               RAILLY
                James, no -- we shouldn't be here!

     COLE ignores her, yanking her after him into the alley.

     INT.  DARK ALLEY - DAY

     Two TOM CATS face off, arching their backs and HISSING menacingly.

     COLE avoids them as he pulls RAILLY into the gloom.

     ANGLE ON RAILLY, seeing something alarming twenty yards ahead!

     RAILLY'S POV:  TWO THUGS, standing over a MAN, kicking him.

     RAILLY tries to stop, but COLE, intent on the wall messages,
     doesn't notice the THUGS.

     The TWO THUGS turn and spot COLE and RAILLY moving toward them.

     These creeps have mean eyes, predator faces.

     RAILLY digs her heels in, forcing COLE to stop.

                               RAILLY
                James!  We have to go back.  Those men...

     Too late.  While COLE turns and stares at her, uncomprehending,
     the TWO THUGS are approaching.

                               FIRST THUG
                Hey, buddy.

     Startled, COLE turns to face them.

     The SECOND THUG lunges for RAILLY'S purse, yanks it from her.

     COLE reaches to grab it back, but...WHACK!  The FIRST THUG smacks
     COLE hard across the face with something metallic.

     Bloody-faced, dazed, COLE doesn't even have a chance to clear his
     head as the FIRST THUG shoves the hard object against COLE'S
     cheek.  It's a cheap thirty-eight pistol.

     RAILLY turns to run, gets two steps before the SECOND THUG knocks
     her roughly to the ground.

                               SECOND THUG
                Stick around, bitch.

     Looming over her, the SECOND THUG starts to unzip his fly.
     RAILLY looks over to COLE, SEES...

     COLE dropping to his knees, groveling at the FIRST THUG'S feet.

                               COLE
                Please!  Please don't hurt me!

     The FIRST THUG steps close, kicks COLE contemptuously, cocks his
     foot for a second kick when...

     COLE uncoils, lunging, rising, his strong arms around the bigger
     man's calves, lifting him mightily, high off the ground.

     The gun FIRES wildly as COLE staggers forward with the FIRST THUG
     in his arms and smashes the man into the brick wail behind him.
     The FIRST THUG goes down in a heap, dropping the pistol.

     Zipping his fly hastily, the SECOND THUG turns to deal with COLE
     but COLE attacks him....rocking him again and again with savage
     blows that come one after another with lightning speed.  The SECOND
     THUG staggers back, bloody and dazed as RAILLY watches, amazed.

     Turning back to the FIRST THUG, COLE sees the MAN reaching for
     the dropped pistol.

     COLE kicks him viciously in the jaw.  The FIRST THUG'S head whips
     back.  SNAP!  He collapses against the brick wall.

     COLE turns back to see the SECOND THUG retreating down the alley
     as fast as he can stagger.

     RAILLY stares up at COLE.  He looks very dangerous.  He glances
     in her direction as he pockets the pistol.

                               COLE
                Are you hurt?

                               RAILLY
                Uh, no.  Yes.  I mean, just some scrapes...

     As RAILLY gets to her feet, she sees COLE bend over the
     motionless THUG and quickly go through his pockets.

                               RAILLY
                Is he...alive?

     COLE ignores the question as he pockets the man's wallet and a
     handful of bullets, then turns and snaps at RAILLY.

                               COLE
                Come an.  We're running out of time.
                You can't help him.

     As COLE yanks her roughly away, she looks back, sees the FIRST
     THUG'S sightless eyes, wide open...staring blankly.

                               RAILLY
                Oh, Jesus, James!  You killed him!

                               COLE
                I did him a favor.  Now come on.

     COLE, pulling her again, sees more "12 MONKEYS" on the wall.

                               RAILLY
                You didn't have a gun before, did you?

                               COLE
                I've got one now.

     EXT.  SECOND AVE - DAY

     The EVANGELIST, spotting COLE and RAILLY hurrying past him,
     points urgently at COLE.

                               EVANGELIST
                You!  You!  You're one of us, aren't you?

     But COLE has stopped and is staring at...

     A STOREFRONT OFFICE...its windows covered with posters.  The sign
     over the office says, FREEDOM FOR ANIMALS ASSOCIATION.

     INT.  FAA STORE - MOMENTS LATER (DAY)

     Earnest young activists, FALE, deathly pale, BEN, long haired,
     and TEDDY, muscular, are gathered around a counter collating
     leaflets that demand an END TO SPECIEISM.  Behind them, a large
     poster proclaims, "ANIMALS HAVE SOULS, TOO".  Just then, there's
     a tremendous CLAP OF THUNDER as the ACTIVISTS look up and see
     COLE and RAILLY enter.

     COLE looks startled.  It sounds like torrential RAIN POURING in
     here.  Maintaining a tight grip on RAILLY'S wrist, he looks
     around frantically for an explanation for the tropical downpour.

     Bookshelves line two walls.  The front window is blanked cut with
     posters of Animal Rights demonstrations, newspaper clippings,
     photos of animal atrocities.  The fourth wall features the
     counter where the three ACTIVISTS face COLE as a JUNGLE BIRD
     SCREAMS in the DOWNPOUR.

                               FALE
                Uh, can we help you?

     COLE looks confused as the RAIN abates and an ELEPHANT trumpets
     an urgent warning.

                               FALE
                Excuse me.  You looking for something
                in particular?

                               RAILLY
                It's all right, James -- it's just a tape.

     COLE'S eyes follow her look.  It's a tape recorder underneath a
     sign advertising, "THE TRUE MUSIC OF THE WORLD".

                               COLE
                I, uh, I'm looking for the, ah, the
                Army of the Twelve Monkeys.

     FALE glances at BEN and TEDDY.  "We have a problem!" the look says.
     MONKEYS start CHATTERING on the tape as TEDDY comes around the
     counter, bigger than COLE, physically imposing, menacing.

                               TEDDY
                We don't know anything about any "Army
                of the Twelve Monkeys", so why don't
                you and your friend disappear, okay?

     COLE backs away, a firm grip on RAILLY, as a LION ROARS.

                               COLE
                I just need some information...

                               TEDDY
                Didn't you hear me?  We're not...

     TEDDY breaks off mid-sentence...freezes.

     COLE is pointing a pistol at them.  A TIGER SNARLS.

                               RAILLY
                James, no -- don't hurt them.
                     (to the activists)
                Please, I'm a psychiatrist -- just do
                whatever he tells you to do.  He's...
                upset -- disturbed.  Please -- he's
                dangerous -- just cooperate.

     MONKEYS CHATTER wildly as TEDDY backs up.

                               FALE
                What do you want -- money?  We only
                have a few bucks.

     COLE is suddenly very much in charge and self-confident again.  A
     BABOON HOWLS with laughter.

                               COLE
                I told you what I want.
                     (snaps at Railly)
                Lock the door!

                               RAILLY
                James, why don't we...?

                               COLE
                Lock it now!

     RAILLY hurries to the door to lock it as BEN says to FALE,

                               BEN
                I told you that fuckhead Mason would
                get us into something like this.

                               FALE
                Shut up!

                               COLE
                Mason???

                               RAILLY
                Jeffrey Mason?

                               BEN
                Yeah, tucking, crazy Jeffrey Mason.

     INT.  FAA STORE BASEMENT - TWENTY MINUTES LATER (DAY)

     The three ACTIVISTS are tied tightly together in the middle of
     the floor in this dimly-lit, windowless basement.  They're very
     frightened, eager to cooperate.

                               FALE
                Then, Jeffrey becomes like this...big
                star -- the media latch on to him
                because he's picketing his own father,
                a "famous Nobel Prize winning virologist".
                You musta seen all that on TV.

                               COLE
                No, I don't watch TV.

     COLE, the gun next to him, rummages through boxes of papers while
     RAILLY watches helplessly.  Suddenly, COLE finds something he
     thinks he's seen before.  He holds it up.

                               COLE
                Is this him -- Dr. Mason?

     It's a photograph of DR. MALCOLM MASON, being escorted by a
     phalanx of riot cops through a mob of raging activists.

                               FALE
                That's him.

                               BEN
                     (very frightened)
                What are you going to do with us?

                               COLE
                     (stares at the photo, then)
                Tell me more about Jeffrey.

                               FALE
                     (a helpless shrug to his cohorts)
                Jeffrey started getting bored with the
                shit we do...picketing, leafleting,
                letter-writing stuff.  He said we were,
                "ineffectual liberal jerkoffs".  He
                wanted to do guerrilla "actions" to
                "educate" the public.

     COLE holds up a clipping showing horrified SENATORS standing on
     their desks as RATTLESNAKES slither along the Senate Floor.

                               FALE
                Yeah, that's when he let a hundred
                snakes loose in the Senate.

                               TEDDY
                But we weren't into that kind of stuff.
                It's counter productive, we told him.

                               FALE
                So he and eleven others split off and
                became this underground..."army"

                               COLE
                The Army of The Twelve Monkeys.

                               BEN
                They started planning a "Human Hunt".

                               TEDDY
                They bought stun guns and nets and bear
                traps.  They were gonna go to Wall
                Street and trap lawyers and bankers...

                               BEN
                But they didn't do it.  They didn't do
                any of it.

                               TEDDY
                Yeah, just like always, Mr. Big Shot
                sold his friends out!

                               COLE
                What's that mean?

                               FALE
                He goes on TV, gives a news conference,
                tells the whole world he just realized
                his daddy's experiments are vital for
                humanity and that the use of animals is
                absolutely necessary and that he, Jeffrey
                Mason, from now on, is going to personally
                supervise the labs to make sure all the
                little animals aren't going to suffer.

                               COLE
                     (holding up a rolodex)
                What's this?

     EXT.  FREEWAY - AFTERNOON

     In the crawling traffic, WE FIND a battered FORD covered with
     bumper stickers and painted slogans.  "I BRAKE FOR ANIMALS"...
     "FREE THE ANIMALS"..."WOULD YOU LET A MINK WEAR YOUR SKIN?"

                               RAILLY (v.o.)
                You can't just barge in on a famous
                scientist.  They'll have security guards,
                gates, alarm systems.  It's insane, James.

     INT.  MOVING FORD/FREEWAY

     A ROLODEX CARD with an address on "Outerbridge Road" for "Jeffrey
     Mason c/o Dr. Malcolm Mason" rests on a map spread across COLE'S
     lap.  COLE is in the passenger seat, RAILLY'S at the wheel,
     maneuvering in heavy traffic.

                               RAILLY
                If those young men don't get loose,
                they could die in that basement.

     COLE glances out the window, indicates the PEOPLE in passing
     cars...COMMUTERS, FAMILIES, TRUCKERS.

                               COLE
                All I see are dead people.  Everywhere.
                What's three more?

                               RAILLY
                     (a beat, carefully, a new tack)
                You know Dr. Mason's son, Jeffrey
                Mason, don't you, James?  You met him
                in the County Hospital six years ago.

     COLE is studying the map again.

                               COLE
                The guy was a total fruitcake.

                               RAILLY
                And he told you then his father was a
                famous virologist.

     COLE is absorbed in the map, his finger tracing "Outerbridge Road".

                               COLE
                No -- he said his father was "God"!

     EXT./INT.  FORD/COUNTRY HIGHWAY - LATER (DAY)

     The RADIO BLARES a country song as the Ford zips along an open
     highway.  COLE has his head out the window, sucking air, loving
     the music, but his bliss is feverish now -- he's not well.  As
     the SONG ends, he pulls his head inside.  An ANNOUNCER'S VOICE
     intones over the RADIO...

                               RADIO ANNOUNCER (o.s.)
                This just in:  police are widening
                their search for Dr. Kathryn Railly,
                prominent psychiatrist and author.
                Authorities confirm that Dr. Railly has
                been abducted by escaped mental patient,
                James Cole. The two are believed to be
                traveling in Railly's 1992 black Acura,
                license plate H-E-A-D-D-R.

     RAILLY glances at him, sees he's in pain.  She feels so badly for
     him.  She wants to help him.  She says, tenderly...

                               RAILLY
                This can't go on, James.  You're not
                well.  You're burning with fever.

     COLE, refusing to succumb, instead, leans over to check the gas gauge.

                               COLE
                We need gas.

                               RAILLY
                I thought you didn't know how to drive.

                               COLE
                I said I was too young to drive.  I
                didn't say I was stupid.

                               RAILLY
                What's the matter with your leg?

                               COLE
                I got shot.  Look -- there's a gas
                station up ahead.

                               RAILLY
                Shot!  Who shot you?

                               COLE
                It was some kind of...war.  Never mind,
                you wouldn't believe me.  Turn off here.

     INT.  PARKED FORD/GAS STATION - MINUTES LATER (AFTERNOON)

     The GAS STATION ATTENDANT checks the oil while COLE and RAILLY
     remain in the car.  She's pulling a gas card from her wallet.

                               COLE
                You wer