Scripts.

com

9
By Pamela Pettler

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SEQ. 05 - PROLOGUE
The Focus Features logo appears on screen and we slide INTOthe “O” in
Focus.
Stock dissolves from 35mm to 16mm. BLACK & WHITE. GRAINY,
like OLD DOCUMENTARY FOOTAGE.
SCIENTIST’S VOICE
Experiment 208, day 20...
INT. SCIENTIST’S LAB - DAY
We see an early incarnation of a MACHINE (this will be theinner brain of
the FABRICATION MACHINE). We see the
scientist, in a white coat.
We pull back to see the Scientist is playing a complicatedMULTI-LEVEL 3-D
chess game on a MULTI-LEVEL GAME BOARD with
the MACHINE. The Scientist makes an elaborate multi-level
move. The Machine reaches an arm out into the chess game butthen
malfunctions and strews the game everywhere.
We pull back further to see the back and legs of theDICTATOR, with
black-uniformed soldiers flanking him. The
regime’s emblem can be seen on the uniforms.

DICTATOR :
Useless.

SCIENTIST :
Please. Give it a chance.
We’re on the machine, which is clicking and jerking as itmalfunctions.
DICTATOR (V.O.)
One more. That’s all.
He turns to leave. We hear the clicking of boots as thesoldiers accompany
him out.
We see the scientist’s dejected face as he comes towards thecamera to turn
it off.

CUT TO:

BLACK:
And then...
2.
INT. SCIENTIST’S LAB - NIGHT
The grainy footage rolls again; we see the scientist movingaway from the
camera (having just turned it on).
The lab is shadowy, late at night. We see his worktable for
the first time, covered with discarded sketches, a furiouslyfilled-in
journal, and pieces of failed machinery (the flooris also similarly

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littered). The TALISMAN sits on the
worktable. Nearby is a small old-fashioned tiny little box.

SCIENTIST:
(tired, but dictating to
keep the documentary
record complete)
My last possible solution....
(muttering to himself)
It must work...
He gently brushes his fingers over the little box as thoughfor good luck.
He picks the TALISMAN up off the table. He
moves over to insert the talisman into the port of themachine.
His back to us, he faces the machine. We see him puttingsomething over his
face (but only from behind).
There is a sudden FLASH OF GREEN LIGHT and the machine JOLTS,
and then suddenly, starts up...lighting up, electricitycrackling, parts
moving in smooth coordination, etc.
The scientist waits, watching. The machine continues to run.
Its arms move smoothly, almost curiously.
The scientist puts the device covering his face down and getsup and comes
towards camera.
We see the camera’s POV as the scientist comes towards us:
CLOSE on the scientist’s face, which is exhausted, cheekssunken, eyes wide,
pupils dilated.
Pull back to show the machine purring, suddenly full of a newsort of
energy. Something new has happened.
The scientist switches off the camera and:

CUT TO:
3.
INT. SCIENTIST’S LAB - A DAY LATER
The machine zips through the complex 3-D chess game at
lightning speed, checkmating the scientist in seconds as theDictator
watches.
The scientist laughs fondly and pats the machine.

DICTATOR :
Perfect.

SCIENTIST :
(proudly)
You see, it evolves.
The scientist proudly gives the machine to the dictator. Aflash goes off:

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someone is taking a picture O.S.
The dictator exits; we hear the click of boots and see asmuch as possible
of the soldiers flanking him.
OUT OF SIGHT OF THE SCIENTIST,
CLOSE on the machine: the dictator is gripping it with anasty firmness. The
machine seems to try to squirm away.
The director’s BLACK-GLOVED HAND grasps it harder.
The machine, responding to the brutality, lashes an arm outand grabs the
nearest soldier (seen from the back, we seeonly the uniform and helmeted
head) by the back of his arm,
BREAKING his ARM. The soldier falls (if possible).
The dictator CONTINUES ON WITHOUT BREAKING STRIDE.

DICTATOR :
(chillingly)
Yes. Perfect.

And we:

DISSOLVE TO:
SEQ. 010 - Title Sequence

IN BLACK:
TITLE CARD #1
4.
RADIO (V.O.)
(robotic sounding)
Alert. We are in a state of
emergency...

Sounds of WAR:

FADE UP INTO:
INT. SCIENTIST’S WORKSHOP - DAY
A tiny, cluttered attic, filled with bits and pieces of
foundmaterial--burlap, door hinges, an old shoe, old eyeglasses,
rusty scissors, pen nibs, gas masks etc. We see the tinylittle box sitting
on the cluttered makeshift worktable.
TITLE CARD #2
RADIO (V.O.)
...the Machines have become
uncontrollable... they are shootingat will... ALERT: stay in yourhomes.
Grainy footage as we see the scientist looking arounddesperately--he’s
obviously in hiding.

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SCIENTIST:
(heartbroken)
My invention... my beauty... beautywas taken...
He is feverishly cobbling together a SMALL BURLAP DOLL.
He labels the burlap doll on its back: “1.” He makes franticnotes in a
journal. He brushes his fingers over the littlebox for good luck, then
moves towards a strange contraptionon the table.
FLASHES and EXPLOSIONS shake the workshop horribly.
TITLE CARD #3
RADIO (V.O.)
Reports are coming in... they’vebreached the Northern walls of the
city...
The radio voice is DROWNED OUT BY EXPLOSIONS.

DISSOLVE TO:
5.
TITLE CARD #4
INT. SCIENTIST’S LAB - ANOTHER DAY
RADIO (V.O.)
An announcement from our
Chancellor!
DICTATOR’S VOICE
(on the radio)
Comrades, I have lost control. TheMachine is now our enemy. We need
to join forces to fight against it.
We hear EXPLOSIONS and SCREAMS outside.
We see the scientist cobbling together another SMALL BURLAPDOLL, a little
more evolved.
He labels it “5,” then makes notes in a journal.
TITLE CARD #5

SCIENTIST :
(his voice a mere whisper
now)
Five so far....I can’t get themright...

DISSOLVE TO:
TITLE CARD #6
INT. SCIENTIST’S LAB - ANOTHER DAY
RADIO (V.O.)
(through static)
Gas masks are being distributed...

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ALERT:
We see the scientist desperately grabbing bits and scraps forone last doll.
He is like a skeleton, almost no energy left.
RADIO (V.O.) (cont’d)
...deadly gas....
The radio voice dies out. We hear nothing but STATIC.
TITLE CARD #7
6.
The scientist totters over, makes a note in his journal. He
clutches the little box, and suspends this last doll with arope in a
strange contraption.

SCIENTIST:
(a feeble whisper)
My last one... this one, finally,
must work... it must....
TITLE CARD #8
The SOUND of the scientist collapsing to the floor.

DISSOLVE TO:
...........................................................
SEQ. 020 - Attic
SEQ. 020 - INT. WORKSHOP - DAY
The thin strand of rope stretches... stretches... and
CRAAAACK.
The rope SNAPS, and---
a SMALL BURLAP FIGURE falls onto the table.
As he falls, he is yanked free from a large, circular
Machine.
He had been attached with the fraying rope and a long cable,
attached to him by the TALISMAN. The cable still dangles
from the Machine, but the force of his fall pulls the
Talisman off.
The little burlap figure pulls himself to his feet, shaking
his head. Falling free from the connecting cable has finally
awakened him.
He is made up of odd patchwork items: burlap, a thick zipper,
big round gas-mask eyes (which we recognize as what we saw
before, in the title sequence).
We pull around to see the number "9" painted on his back.
We pull back further to see...
7.
SEQ. 020 - INT. RUINED WORKSHOP - EERIE, INDETERMINATE

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DAYLIGHT:
...he is on the tabletop in the RUINS OF A SMALL ROOM.
Splintered BITS OF WALL jut up to the open sky. Rotted
FLOORBOARDS are BENT and WARPED. The room is full of years
of DUST and ROT. Dust hangs in the feeble rays of dirty
sunlight.
The table and floor are covered with the same kinds of scraps
and raw materials from which “9” is made: burlap, hinges,
bits of Machinery.
"9" blinks and turns around, his head darting this way and
that, trying to make sense of his surroundings.
He walks over to the edge of the tabletop. He peers over, and
sees...
...the SCIENTIST LYING DEAD ON THE FLOOR.
Slumped on the floor, we clearly see: the scientist’s
skeletal hand is clutching a tiny box.
He hears a clattering sound and turns to see
A loose window shutter. He goes over to the window.
He pushes opens the window to see-
SEQ. 020 - EXT. STREET - INDETERMINATE DAYLIGHT
...AN APOCALYPTIC WASTELAND.
Rusting machine carcasses, bombed-out ruins, and emptiness
stretch as far as he can see.
Terrible, life-ending destruction.
There is no other living being anywhere.
9 stares in disbelief and horror and fear. He can’t make any
sense of it... or the room... or the endless miles of
lifeless wasteland stretching out in front of him.
He seems to be completely alone.
9 sees a glint of something, a possible sign of life. He
moves to go outside.
8.
He stops and is strangely drawn to the TALISMAN. He turns
and takes it, stowing it inside his zippered chest before heheads out.

CUT TO:
...........................................................
SEQ. 029 - 9 Meets 2
SEQ. 029 - EXT. WASTELAND - DAY
9 moves warily in the dusty, grim light, along the desertedRUINS of the
outside streets. It is the remains of war.
Pulverized HULKS of BUILDINGS, torn-open suitcases, scatteredclothes,
rusting cars and the grim debris of humancivilization surround him.
He sees a dead body slouched next to a suitcase in the frontseat of a car.

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Banners hang on the buildings with a three prong symbol onthem.
Machines lie deserted on the sides of roads.
Distracted by the spectacle, 9 stumbles and lands on a raggedold flyer:
REVOLT! He looks back at the War Machines and
Dictator flags. He sees a vandalized poster of what appearsto be a
dictator/leader.
9 looks around him, trying to piece together what happened.
Suddenly there is a clanking sound in front of him.
9 sees a light flicker on in the shattered hulk of a warMachine.
CLOSE on 9 as the light crosses his face.
Scared, he ducks behind a huge piece of debris. 9 grabs apiece of metal
lying in front of him.
The shadow moves closer, 9 shakes nervously. The figureemerges with spear
in hand and 9 swings the weapon at himwith all his might.
9 hits him square in the chest. It is another ragdoll: 2. 2is propelled
backwards and falls to the ground on the debrisbehind him. 9 quickly tries
to hide.
9.
But 2 is looking at 9 with surprise. He struggles to get up,
speaking with urgency to 9.
2
(firmly, kindly, almosteagerly; like trying tosoothe a wild animal)
Wait... I am a friend.

ALT:
2 (cont’d)
(gently)
Friend... I am a friend.
9 now sees he has hit a ragdoll, similar to himself. He
hesitates, not sure what to make of this. 2 extends his
hand, calmly, eagerly. 9 hesitates again, then, still timid,
but showing a little bravery, drops his weapon and goes tohelp 2 up.
We see that 2 is much older, much more decrepit, much moreprimitively
constructed: he is made from patchwork bits ofOLD LEATHER SHOES. A SHOELACE
stitches up his front and istied in a bow at his neck. Bits of leather FRAY
off him.
His feet are primitive small HINGES. Half of a pair ofeyeglasses, like an
enormous MONOCLE, is attached to 2's hat.
9 helps straighten 2’s monocle. 2 smiles at him. We see
that 2 is like a wise mentor, a kindly professor with acontagious eagerness
and imaginativeness.
2 peers eagerly at 9. He circles 9 and spots the number onhis back.
2 (cont’d)
(eagerly, excited, like an

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intrigued scholar)
Yes... yes... I always thought
there’d be one more.
He nods and smiles. He extends his hand to shake 9’s hand.
While doing this, he takes 9’s hand and studies it, noddingwith eager
excitement. We see that 9’s hand is more
sophisticated than 2’s.
2 (cont’d)
The details... how exciting.
(fascinated)
Carved wood... steel bolts...
molded copper...
10.
2 turns slightly, and 9 sees his number and tries to say it.
But no sound comes out of his mouth.
2 looks at him, nodding, again, the kind mentor. He’s
interested, observing without judging; curious, kindly andready to help.
2 (cont’d)
You can’t speak.
With a friendly, disarming smile, he taps 9’s zipper. 9
unzips himself and 2 peers in. 2 looks up, happy that he canhelp.
2 (cont’d)
Yes, yes...
2 looks around nervously and hurries over to his roller-skatecart covered
with detritus - odds and ends, a broken chinadoll.
2 (cont’d)
...come with me.
9 follows, looking around curiously.
2 finds the china doll.
2 (cont’d)
Here!
As 2 rummages through the chest of the china doll 9 picks upa bullet casing
from 2's cart and starts tapping it. 2 turns
with the doll's voice box in his hand.
2 (cont’d)
(sees 9 with the bullet;
whispers sharply)
No! Stop!
2 eases the bullet away from 9, then smiles gently at 9,

explaining:
2 (cont’d)
(quietly)
Some things in this world are

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better left where they lie.
He puts the bullet to one side and kneels, prying into 9'schest. 2 begins
to connect the doll's voice box.
11.
2 (cont’d)
But if you know where to look,
these ruins are full of riches.
2 concentrates, a look of pleasure on his face as he twists afew more
wires. Static and unclear sound come out at first,
but as 2 tunes the voice further...
9
(as his voice is “tunedin”.. starting with purestatic, then slowlymoving
into a voice)
Chhhhhhh.....chhhhehhhh...
2
Wait..
(tunes him in)
...almost there...
9 gets a little panicky look on his face at the strangesounds coming out of
him. 2 puts a calm hand on hisshoulder. 9 calms down and tries again.
9
Friend? Friend?
2
(beaming)
Friend.
9
(more and more normal
sounding)
Are we alone?
2
(reassuring)
No. There are others.
9 and 2 stare at each other. 9 looks at 2 in wonderment,
then reaches out and touches 2’s chest where he hit it.
2 beams at 9, happy 9 can speak, happy he was able to help,
and happy that 9, with his first words, is concerned aboutothers.
A glow beams from within 9's chest. 2 stares. 9 removes the
TALISMAN from his chest.
2 has a big reaction--he draws his breath in and looks at it
in ASTONISHMENT.
12.
He takes it and looks at it. He gives 9 a look of surprise.
2 (cont’d)
But how strange....

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(muttering to himself ashe turns the Talisman in
his hands)
Yes, he was always drawing this...
exactly like this... how strange...
They both stare at the TALISMAN.
Suddenly, a is heard OFFSCREEN. 2 looks up INHORROR. He grabs his spear. He
pushes 9 away almostfiercely.

ALT:
2 (cont’d)
(firmly, to 9)
GO!
...........................................................
SEQ. 030 - Cat Beast Attacks
SEQ. 030 - EXT. WASTELAND - DAY
2 points forcefully to an old rusted can.
9 runs into the can.
2 stands, ready to attack.
9 watches 2, wondering what is coming. Then from behind him,
a large claw of a mechanical figure settles softly next to
9’s can. He tries to call out to 2...
And from behind 2 enters-
A HIDEOUS CAT BEAST.
It is a nail and razor-studded predatory Machine with a cat
skull-shaped head, its body laced with bones, nails and
razors. 9 now understands 2 was trying to protect him.
2 GASPS as he turns and sees it. The Cat Beast lets out a
roar and claws at 2, KNOCKING him over and losing his spear.
9 looks on with horror.
13.
2 attempts to reach for his spear but the Beast holds himdown with its
razor-sharp feet.
The Beast is attracted to the Talisman. It picks it up withone of its
jagged claws and looks at it quizzically.
9 cringes. His movement makes his hiding place teeter,
creaking.
The Cat Beast WHIRLS at the sound. Picking up 2’s strugglingbody, the Cat
Beast stalks towards the noise, right up to 9’shiding place, sniffing
through its hollow nostrils. 9
cringes in terror. The Cat Beast probes with one of hisclaws INTO the tin
can. 9 recoils. The claws do not find
him and retreat. 9 is relieved.

A beat, then:

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9 feels himself violently LIFTED UP and SMASHED.
We see the Cat Beast has picked up the entire tin can and issmashing it to
get at what’s inside it. Failing, it hurlsthe tin can aside.
9 is almost knocked out. Trying to stay conscious, hestruggles towards the
entrance of the can.

His POV:
opening to the can, he sees the Cat Beast GRAB the Talismanand the
struggling 2 in his sharp-toothed mouth, anddisappearing into the smoky
mist.
9 can just make out, in the distance, the silhouettes of
THREE TALL SHAPES.
9
(muttering)
The others...

CUT TO:
.............................................................
POV SPYGLASS - ELSEWHERE IN THE WASTELAND - LATER

POV SPYGLASS:
comes across a lone staggering figure (9).
14.
Pull back to show the back of 5’s head as he peers throughthe spyglass,
then pulls away so we can see into the spyglassagain. We zoom in through
the spyglass to a
CLOSE SHOT on 9-
EXT. WASTELAND - CLOSE ON 9 - CONTINUOUS
9 staggers, weary, and collapses.
In the foreground, the feet of another ragdoll (5) step intothe shot.

CUT TO:
...........................................................
Seq. 040 - Meeting 5
SEQ. 040 - INT. 5’S WORKSHOP - DAY
5 is finishing sewing 9 up.
5
It’s all right. You’re safe now.
9
Where am I?
5
With us.
9
(muttering)

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Yes... he told me there were
others...
5
(suddenly, urgently)
Who?
9
(still dazed, trying to
remember)
He was older... Out there...
5
2. Out in the emptiness?
(horrified)
Alone? Was he all right?
When is he coming back?
15.
9 looks at him, the whole memory suddenly coming back to himas though
fresh.
9
The--the-(
can’t think of the right
word)
Thing! It took him.
5 reacts with horror.
5
No... No! It can’t be!
He turns away, grief-stricken.
1 (O.S.)
Keeping secrets from me, I see.
Another RAGDOLL pushes into the workroom. This is a biggerragdoll, the most
primitive one we have seen. He has
primitive wooden hinges for feet. He is very frayed andpatched together.
The number 1 is painted on his back.
5 and 9 whirl around. 5 CRINGES.
5
I... I was coming to tell you...
1 carries himself with authority. He wears a red cloak, and
a strange mother of pearl and wire hat bound together as analmost
papal-like headpiece, and carries a staff made from anold gear, with a bell
attached.
1 pulls at 9 with his staff, displaying the number on hisback.
1
What’s this?
1 turns and glares at 5 like a general glaring at a newprivate, expecting
an explanation for a misdeed. 5 cringesback, obviously intimidated by 1.

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5
I... I found him.... in the
emptiness. He saw-
1 HOOKS 5 by the neck with his staff, cutting off his speech.
1
What? What were you doing out
there?
16.
5
I saw him from the watchtower and I
thought...
1
You’ll lead The Beast straight backto us! How many times have I toldyou?
9
The Beast--that’s what took 2! If
we hurry we could save him-
1
(curtly)
If the Beast took him, that’s theend of it.
9
But he was still alive-
5 turns with sudden hope to 9. 2 might still be alive?
1
No, we have RULES.
1 smashes his staff against the ground.
Immediately, a knife comes through the curtain revealinganother RAGDOLL: a
large ragdoll, with the number “8” on his
arm.
1 (cont’d)
(to 8)
Our new guest seems confused.
(condescendingly, to 9)
Perhaps I can help you achieve someclarity.
8 is very large, and designed for great strength. He is
almost as evolved in his design as 9, but his design favorsprimarily brute
force.
He has armored himself with curved pieces of tin and metal.
He carries the blade of a large kitchen knife, with a nail hehas attached
for a handle. On his back he has slung anotherknife--half of a scissors;
the scissors handle loops up above
his head.
17.
1 leaves. 8 taps his knife in his hand and motions for 9 and5 to follow.
They follow.

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CUT TO:
...........................................................
SEQ. 050 - Clock Tower
SEQ. 050 - INT. CATHEDRAL - CONTINUOUS
They walk through the nave and plane up overhead.
5 taps 9 covertly.
5
(whispering, hopefully)
He was still alive? Really?
9
I think so-8
looms forward threateningly.
8
Hmmmph!
5 quickly stops talking. 9, following his lead, stopstalking also.
The group gets into a bucket-like device. 8 pushes 9 hard
into the bucket.
1 NODS commandingly to 8. 8 begins to crank a rope that
lifts them up. 5 gestures to 9 to hold on.
9 braces himself as 8 pulls them up into a tall tower. He
steals a glance at 1. 1 frowns. 9 tries to smile.
They pass an old plane outside that has crash-landed in to
the Cathedral.
On the side wall is a round, multi-colored stained glasswindow. Shafts of
different colored sunlight flickerthrough.
The bucket moves past two large church bells into-...
the inside of a CLOCK TOWER of a once-magnificentCathedral. We see the BACK
of the CLOCK, the light castingshadows of the backward numbers onto the
floor.
18.
1 gestures out towards the outside and addresses 9:
1
When we woke in this world....
Camera drifts up to the clock... WIPE to WHITE...
...........................................................
SEQ. 053 - War Flashback

ENTER FLASHBACK:
war.
1 (V.O.) (cont’d)
...it was chaos... Man and Machine
attacked each other with fire and
metal... The earth split and theskies burned...

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Ragdolls 2, 5, 6, 8, and 1 hide under an old helmet,
frantically trying to escape the explosions BURSTING aroundthem. 7 appears
with 3 and 4. We get the sense that 7 isthe reckless one, the only one
determined to SCOUT AROUND andsee what’s out there.
7
(to 1)
I found others...
They are welcomed in by the other dolls. They turn to 1, whois clearly the
leader, to see what to do next. 1 decides: he
points forward, and they all run a few feet while underneaththe helmet.
A plane crashes in the background, causing 5 to fall behind(he has both
eyes).
Through a dirty MIST we see War Machines enter with their
weapons.
A RESISTANCE FIGHTER throws a Molotov cocktail at one of the
Machines. It turns and SHOOTS a round of gunfire.
A MUSTARD GAS BOMB is launched from the top of the Machine.
It heads straight at 5 but he runs and gets KNOCKED to theground, barely
missing it.
The bomb lets out a yellow CLOUD that envelops the area andKILLS PLANTS ON
CONTACT.
7 turns and sees 5 lying face-down on the ground. 1 urgesher to stay with
the others.
19.
But, again, brave and slightly reckless, she runs through theyellow cloud
to help him. She brings him back to the group.
His left eye is damaged. The others cower. 2, the gentlementor of the
group, puts a comforting hand on 5’s damaged
eye. 7, always the scout, brave and fearless, points off tothe right, and
addresses 1. She knows what’s out there;
she’s seen it.
7 (cont’d)
(to 1)
There’s a path ahead-
1 looks around calculatingly, like Patton: the general takingcharge. He
thinks, judiciously, then:
1
(to 7)
Go ahead.
7 nods and darts off. 1 turns to the others, who wait fortheir
instructions.
1 (cont’d)
(to the others)
Follow me.

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They hurry off, increasingly enveloped by the YELLOW CLOUD.
The yellow CLOUD TRANSITIONS into STEAM...
1 (V.O.) (cont’d)
The gas killed everything.
END FLASHBACK.
...........................................................
SEQ. 057 - 9 Meets 6
SEQ. 057 - INT. CATHEDRAL/CLOCKTOWER - CONTINUOUS
The steam is rising from the small thurible in the CLOCKTOWER.
1 (V.O.)
I led us here...
1 is now standing at the thurible with a torch in his hand.
1 (V.O.) (cont’d)
...to sanctuary. And here we
waited for the war to end.
20.
He puts his hand around 9’s shoulders and walks him over tothe other side
of the room.
1 (cont’d)
Slowly, the world became silent.
1 and 9 walk over to a picture of the Cat Beast hanging onthe wall.
1 (cont’d)
The only thing that remains now isthe Beast.
1 faces 9 as the torch slowly fades.
1 (cont’d)
So we stay hidden and we wait forit, too, to sleep.
The torch burns out. 9 looks at 1.
9
But where did it come from? Why isit hunting us?
1
Questions like that are pointless.
We need to protect ourselves. Keepourselves out of danger.
9
But one of us is in trouble... he
could still be rescued...
1 turns and walks to a tattered calendar page on the wallwith the days 3,
4, and 7 crossed off.
1
Too many of us have already beenlost.
1 crosses 2’s number off the calendar with the burnt end of
his torch.
9
No! You’re not listening. He maystill be alive! Why won’t you tryto save
him? Why won’t you-

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1 angrily SMACKS HIS STAFF ON THE FLOOR.
21.
1
Enough! Enough of this madness!
(to 5, annoyed)
Go to the watch tower and take our
guest with you.
5 meekly immediately obeys, gesturing to 9 to follow him.
We hear a strange WHISPERING SOUND, and CAMERA, instead offollowing 5 and
9, stays behind and moves in on a shadowylittle area. There, we see 6. 6 is
ink-stained and has a
strange quality, as though he sees and hears things insidehis head that
only he experiences. He has a SMALL SKELETON
KEY around his neck, and his fingers are made of PEN NIBS.
He is drawing on a piece of paper and WHISPERING TO HIMSELF.
6
(muttering, whispering)
The source.... The source...
We see he is drawing the TALISMAN. In fact his whole area is
covered with drawings of the TALISMAN.

CUT TO:
...........................................................
SEQ. 060 - Telescope
SEQ. 060 - EXT. WASTELAND - DAY
OVERHEAD SHOT - THE CATHEDRAL
From a high angle we see the nave of the Cathedral. It hasbeen bombed and
attacked, and there is a plane intersectingthrough the side.
The Camera moves to the left and what seems like a prow of aboat comes into
frame. We find ourselves in...
SEQ. 060 - INT. WATCHTOWER - DAY
2 had created a sort of LOOKOUT. A rickety, jury-riggedspyglass points out
of a hole in the wall. A half-drawn mapis pinned up next to the spyglass.
Everything is piecedtogether from the sorts of bits and pieces we saw
2scavenging. Around the space, we also see more bits andpieces that 2 has
found out in the wilderness.
5 sighs sadly. He touches the spyglass sadly.
22.
5
This was the first thing we builttogether.
(looking around at themap, bits and pieces,
etc.)
All his work... trying to makesense of everything.
He looks out into the wilderness.

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5 (cont’d)
Is he out there? Is he still
alive?
9
Yes. He could be.
5 looks out in fear. We see the conflict on his face: fear
of going out there but a desperate longing to see his oldfriend again.
9 (cont’d)
(conspiratorially; lookingaround to make sure
they’re not being spiedon)
We could go after him.
5
(shocked; and amazed, thisis impossible)
Us?
9
No one else will.
(imploring him)
We MUST go.
5 is silent, afraid.
9 looks through the spyglass.

POV spyglass:
9 (cont’d)
Look. That’s where the creature
took him. Out towards those three
tall shapes.
23.
5
(horrified)
Ohhhh... no... we can’t... not
there. We need to stay here.
(as though repeatingsomething he’s heard from1)
We have rules.
9 looks at him. He recognizes 1’s words.
9
(quietly)
Why do you listen to 1?
5 looks at 9.
5
(repeating what he’s been
indoctrinated with)
A group must have a leader.
9 looks at him for a beat.
9

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(gently)
But what if the leader is wrong?
5 looks a little shocked. He never thought of this. We see
in 5’s face that he is considering 9’s question, but he stillcan’t bring
himself to disobey 1.
5 hesitates again. 9 sees he is having an effect on 5.
9 (cont’d)
(suddenly, firmly)
I’m going. I’m going to look forhim.
He turns to 5.
9 (cont’d)
(coaxing)
Come with me. I can’t do it alone.
5 is terribly torn. He wants to, but he’s never doneanything like this
before. He’s always done as he’s told.

He hesitates:
5
(hesitating)
I... I...
(MORE)
24.
5(cont'd)
(he can’t do it, he can’t
defy 1)
I can’t.
9 looks directly into his eyes. He knows how 5 loved and
admired his mentor and everything he did. He understands
that 5 would like to be like 2, to do what 2 would have done.
9
(gently)
But wouldn’t he have come for you?
9 waits, hopefully. But 5 looks away. He wants to do it,
but he doesn’t have the nerve. 9 nods, compassionately. He
turns away. 5 hesitates, looking down, then:
5
(more determined)
Wait!
5 grabs the map off the wall and rolls it up. He walks
towards 9.
5 (cont’d)
You’re going to need a map.
9 and 5 smile at each other.

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CUT TO:
...........................................................
SEQ. 070 - Wasteland
SEQ. 070 - EXT. CATHEDRAL -- DAY
9 and 5 look behind them at the Cathedral as they start tomake their
journey to find 2.

CUT TO:
SEQ. 070 - EXT. WASTELAND -- DAY
5 and 9 pick their way through the rubble. They havetraveled miles from the
Cathedral. Mist swirls in front of
them, obscuring their path.
5 and 9 look around constantly, on the alert for the CatBeast. Piles of
rusted, broken metal machines, brokenskeletal bones, exploded vehicles
tipped into craters, andcrumbling, disintegrating buildings surround them.
25.
9 looks up and 5 follows his gaze to 2’s STAFF stuck in apile of rubble
atop a hill.
5

5 hurries up the hill. 9 follows him. 5 turns to FIND 2’s

hat lying in the dirt. He bends down to pick it up, brushingthe dust off
the top. 5 looks sadly at 2’s broken hat.
9
(quietly)
You looked out for him?
5
(simply)
He looked out for me. He taught
me.
The spoon-light falls off. 5’s face is filled with grief.
5 (cont’d)
Why was he out here alone?
He slumps. 9 puts his hand on 5’s shoulder, reassuring him.
9
We can still find him.
He stands up, determinedly. 5 hesitates, but then, his facefilling with
hope, gets up too. 5 puts 2’s hat on hisquiver. 9 offers 2’s staff to 5 but
5 gestures to 9 for himto hold it.
They continue on, through the debris and devastation. A
storm is starting to come up. The wind howls loudly.
5
(bitterly)
Why was he out here alone?

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9
A good question.
5
(ruefully)
Yes. The ones we’re not supposed
to ask.
They exchange a look. This is the first time 5 has said
something to actually challenge 1’s rules. 9 notices this
and nods.
26.
The wind howls louder. 5 looks at his map uncertainly and
tries to keep leading them forward.
They come to a field full of trip mines and dangerous tank
trap pits. A parachute blows in the wind on a tree branch.
5 turns the map one way and the other with growing panic.
9
Where are we?
5
(miserably)
I don’t know...
As he turns the map to look at it, the wind picks up and
blows the map out of 5’s hands. It blows away into thedistance and gets
stuck on a pole.
5 reaches after it desperately but can’t retrieve it. He
looks in despair at 9.
5 (cont’d)
It’s no use. We should go back!
9
We can’t.
9 looks around bravely, then points over towards a trench.
9 (cont’d)
There.
They head over to the trench. They now see a huge FOOTPRINTOF THE BEAST.
They inspect the footprints. 9 moves bravely towards the
trench entrance. 5 resists, afraid.
5
No... it’s too dark.
9 looks around.
9
We can use that.
He points to a lightbulb in a broken headlight.
...........................................................
SEQ. 075 - Trench
27.

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SEQ. 075 - EXT. TRENCH - CONTINUOUS
9 is pointing to the lightbulb.
5 can’t help himself. He pulls the lightbulb out, pulls outa battery and
electrical wire from his chest, winds the wirearound the battery and places
it inside the hat.
They screw the lightbulb and it LIGHTS UP. 5 can’t helpsmiling at 9.
9 unwinds the wire holding the blade on 2’s staff. He places2’s hat on the
end of 2’s staff and secures it with the
blade. 5 nods, intrigued.
5
Yes... yes... good....
He sees that 9 now has made a LIGHTSTAFF. He blurts out:
5 (cont’d)
2 will be so impressed!
A terrible grief suddenly comes over him as he remembers whathas happened
to 2.
9 puts his hand on 5’s shoulder, bracing him.
9
(firmly)
Yes. He will.
9 is conveying with his simple words that he believes 2 ISstill alive and
he WILL be impressed when he sees thelightstaff.
9 shines the light to gesture “this way.”
5 smiles tremulously at 9, almost more grateful for hissympathy and support
than necessarily believing him. He
follows 9 to the mouth of the trench.
The camera pans over to reveal catlike scratchmarks on a side
wall indicating this is the same trench we saw the Cat Beasttravel through
earlier.
5 recoils, but 9 puts a calming hand on him again, then putsboth hands on
the lightstaff and enters the trench. 5 takes
a deep breath and follows.
28.
SEQ. 075 - INT. TRENCH - LATER
9 and 5 continue down the trench, both looking around with
great caution and nervousness.
As they come around a corner they see-The
CAT BEAST.
9 AND 5

:
5 springs into action shooting his weapon at the Beast.
shines his light up to see... an old hanging gas mask.
They look at each other and LAUGH as they continue down thetrench.

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9 AND 5 (cont’d)

The mask DROPS behind them and they SCREAM and run away.
9 AND 5 (cont’d)

CUT TO:
A SHADOW (WITH A BIRD SKULL HEAD) AT THE ENTRANCE TO THE

TRENCH :
Someone is watching them.
........................................................
SEQ. 075 - INT. CLIMBING UP A “HILL” OF SAND BAGS - LATER
5 and 9 climb up a hill of sand bags..
They come around a corner.
5
(discouraged)
We’ve been here before... it’s no
use.
9 steps over and pushes some debris aside. Suddenly they cansee they are
right next to....
29.
THREE ENORMOUS SMOKESTACKS

CUT TO:
...........................................................
SEQ. 080 - The Factory

The FACTORY:
ceiling revealing huge boilers, scarred old metalwalkways and catwalks
dangling, dust-covered rotting turbinesexposed to the elements.
SEQ. 080 - INT. FACTORY - CONTINUOUS
They creep into the enormous hulk of a building.
In the center of the building are the splintered vestiges of
an enormous

ASSEMBLY LINE:
Enormous metal arms lie motionless. Huge steel hooks towerover the belt,
with sharp-edged pieces of Machinery danglingfrom them.
They look around in horror.
Large pieces of Machinery, pipes, and ducts dangle from theceilings. Layers
of dust cover everything like eerieblankets. Bundles of wires lie ripped
from their moorings.

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Tools and shards of glass and metal are strewn around thefloor, twisted
into strange melted shapes.
They walk through lines of large missiles lined up in rows.
5 (cont’d)
(whispering)
Why would it bring him here?
They slide down a duct and land in a pile of debris. Theynow see 2,
imprisoned in an old birdcage. In the b.g., the
CAT BEAST lurks, next to a pile of what seems like debris andbroken
machinery. The talisman is on the floor next to the
Cat Beast. The Cat Beast seems to be looking for somethingin the debris.
The Cat Beast’s back is to us.
...........................................................
30.
SEQ. 081 - Factory Chase
SEQ. 081 - INT. FACTORY - CONTINUOUS
9 and 5 hurry forward towards 2.
They find 2, seemingly lifeless.
5 (cont’d)
(deep regret)
I shouldn’t have waited...
9 stands compassionately, respecting 5’s grief. 5 pats 2’sshoulder.
At the pat, 2 blinks awake.
2
(whispers)
I knew you would come...
5
I thought-2
(cutting him off)
Shhh...
He motions towards the Beast.
5 and 9 try to pry the bars open. 2 tries to help. They
just manage to pry the bars open and get 2 out when-Suddenly
a light SHINES above them. They look up and see -The
Cat Beast beaming his light from his eye. It GROWLS.
The three dolls run away frantically. The Cat Beast chases
after them.
9 gets cornered but swipes the Beast and manages to escape.
9 jumps a heap of debris but stumbles. 5 and 2 pull him up
to higher ground.
5 shoots his crossbow at the Cat Beast, shattering his eye.
2 manages to hide in a tube.
9 and 5 run away but get stuck at the end of a table.
The Cat Beast slashes his claw at them.

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31.
They climb onto another piece of debris, only to encounterthe Cat Beast,
now in front of them.
The Cat Beast slashes a claw out and knocks them over. The
Cat Beast moves closer and closer. They are doomed.
Suddenly there is a strange rhythmic moaning sound. The Cat
Beast turns, distracted.
We pan over and see a mysterious creature that seems to behalf ragdoll,
half bird, with a bird-skull head swinging aweapon over its head. THIS IS
7. 7 releases the weapon--astrap of leather with weighted shot at either
end. The
weapon flies through the air with a low whooshing sound andstrikes the Cat
Beast, entangling it.
7, 5, and 9 now charge the Cat Beast. 5 shoots his crossbow,
entangling the Beast’s paw and hobbling it. 9 and 2 both
LURE THE CAT BEAST IN DIFFERENT DIRECTIONS, deliberatelygoading and further
causing it to become entangled in themachinery. 7 now leaps up over the
Beast and brings thefull weight of her spear down on the Cat Beast’s neck.
The
head of the Beast comes off and lands at their feet.
7 now pulls off her bird-skull helmet.
5
7!
2
You weren’t lost-
5
You’ve come back!
7
I never left. YOU finally decidedto join the fight.
She hands 5’s map back to him.
9 comes over with her shield (lost during the fight). 7
looks 9 over.
7 (cont’d)
I think I know why.
They move towards her but she turns and looks at 9. 2 and 5
nod proudly towards 9. 7 nods.
They all look at the fallen Cat Beast.
2 is poking at it:
32.
2
Rusty... hacked together... shoddypile of scrap.
They all turn to leave. 5 and 7 support 2 on either side ofhim, helping 2
along. 9 hangs back to look at the machineagain, and suddenly sees the
TALISMAN, lying on the floor.

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5, 7, and 2 have continued on without him and do not see himas he picks it
up.
9 looks at the strange object with ENORMOUS CURIOSITY. He
turns it and see the RUNES on the side of it. He turns and
inspects it closely. He turns and discovers, on themachine, a PORT with the
SAME RUNES.
9
(blurting out)
Look!
The others now turn to see him. They see him holding thetalisman close to
the machine’s port... about toexperimentally put the talisman INTO the
port.
2
No! Stop! NO!
2 tries to break free and stagger towards him but it is toolate. 9 puts the
talisman into the port.
Nothing happens for a moment.
Then suddenly, horribly, the ground begins to SHAKE.
...........................................................
SEQ. 082 - Fabrication Machine
SEQ. 082 - INT. FACTORY - CONTINUOUS
Suddenly the Cat Beast’s dead body begins to SHIFT andMOVE... There is a
rumbling from beneath it as...
... a LARGE FORM rises up from under the debris.
ANGLE on the machine awakening: movement under the cloth, aclaw-like
appendage rising from the rubble.
7
Quickly! Run! Get away!
33.
They try to climb to safer ground from the tumbling debris.
2 is thrown back and LANDS hard.
A mechanical ARM emerges and PINS 7, 9, and 5.
As dust and debris rain down, we see one hideous RED EYEbegin to come up.
As 2 tries to scramble to safety, the other three ragdolls,
pinned by the mechanical arm, stare in horror. We see that
the “pile of Machinery” has risen to reassemble into anmonstrous, towering
FABRICATION MACHINE attached to theceiling of the building.
It is enormous, a spherical shape with a dozen foldedappendages, each with
different fabrication tools at the endof its long spindly robotic arms.
2 tries to crawl away but the Machine grabs him with hisrobotic arm.
The Machine points the talisman towards 2 and it OPENS up toa sparking
green glow. 2 struggles in the Machine’s claw butthe strange green energy
SHOOTS directly into 2’s mouth andeyes, painfully his soul.
ANGLE on 2 as his soul is being taken.

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2 slumps over, his LIFELESS CARCASS smoking in the grip ofthe Machine.
ANGLE on the green glow as it PASSES into the machine. The
sound has drawn its attention. The Machine turns towards
them and grabs at them with its enormous claw. 9, 5, and 7turn and flee.
The Fabrication Machine’s arms chase after them. 5 shoots
his grappling hook onto a switch. 9 and 7 grab onto him.
Frantically working together, the three of them manage toescape the
Machine’s horrifying arms. [**Important to makesure the Machine is
understood to be tethered to the
Factory.]
They see in the distance a pipe that leads out.
In the Machine’s RED POV, they run into it just as the
Machine’s arm is behind them but can’t fit into the hole.
34.
...........................................................
Seq. 084 - Going to the library
SEQ. 084 - EXT. FABRICATION FACTORY - DAY
9, 5, AND 7
9, 5, and 7 escape out a long tube that leads out from thefactory and JUMP
behind a small trench.
5
(heartbroken)
My poor old friend...
7 puts a consoling hand on his shoulder.
7
(shaking her head)
I know.
(turning on 9)
What? What on earth were you
thinking?
9
(just as devastated)
I didn’t know... I’m sorry...
He stares in horror at the factory.
9 (cont’d)
What WAS that? What is it doing?
They are interrupted by a loud whirring sound from themachinery inside the
factory. They whirl around, then stareat each other, horrified.
9 (cont’d)
What will it do now?
5 shakes his head miserably.
7 looks at them.
7
Let’s go.

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35.
She strides off. 9 follows. 5 turns, grieving, towards thefactory, head
bowed. He hesitates, then goes after 9 and 7.

CUT TO:
...........................................................
SEQ. 090 - The twins
SEQ. 090 - EXT. LIBRARY - DAY
9, 5, and 7 enter into a building through a hole that hasbeen put in a side
wall.
SEQ. 090 - INT. LIBRARY - DAY
They enter the ruins of an old library.
Giant stacks of random, tattered, stained books, globes, andcelestial
devices tower over them. Dusty rays of light beamdown through broken glass
skylights, casting filtered lighton shelves and shelves of old tomes,
papers, and crumblingartifacts.
9 stops to look at a beautiful painting, showing life and theworld before
the apocalypse.
9
(whispering to himself)
So beautiful...
7 grabs the lightstaff from 9 and shines it towards a pile ofbooks. A
glimmer of two sets of eyes appear and disappear.
7 holds her hand up, gesturing to 9 to hold still.
3 & 4 emerge from their globe. 5 smiles.
5
(delighted, relieved)
They’ve been here? The whole time?
The twins venture out.
9
(surprised)
Twins?
36.
7
(to 5 and 9, explaining)
They’ve been hiding here. Lost in
the past.
3 and 4 approach 9 with curiosity. They communicate bybeaming ideas to each
other. They look at 9, sizing him up.
They beam their ideas to each other excitedly. 9 recoils.
puts a reassuring hand on 9.
7 (cont’d)
(explaining)
They’re cataloguing.

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3 and 4 take 9’s lightstaff. Their chattering and beaminggets more intense
as they take it and catalogue it, theireyes clicking as if they’re
recording on film what they areseeing.
7 stops them. She has an urgent look on her face.
7 (cont’d)
We need you--we awakened something-
9 interrupts her to take full responsibility for the mistake.
9
I awakened something. In the
factory. Something terrible...
3 and 4 look at each other WITH HORROR. They begin tochatter feverishly and
with great distress.
They beam an image of THE FABRICATION MACHINE on the wall.
5 and 9 lean forward, startled.
9 (cont’d)
(recognizing it)
That’s it!
7
What is it?
3 and 4 now show:
A NEWSPAPER PHOTOGRAPH of the Scientist and the Machine
(which we recognize from before, in the prologue, when theScientist gave
the machine to the Dictator and we saw theFLASH of the flashbulb).
We now push into the photo to a CLOSE UP on the machine.
37.
Then dissolve into a NEWSREEL of the machine and see:
--the original machine being wired into the FABRICATIONMACHINE
--Dutch-angle shots of the Dictator, and we hear his SPEECH--

DICTATOR :
...yes, we have entered a newfuture, the age of the intelligentmachine.
This remarkable invention
can adapt and evolve, creating newmachines, machines of
(a slight, chilling pause)
PEACE--
--shots of the Killing Machines, marching out as they’refabricated-
DICTATOR (V.O.) (cont’d)
--that will usher in a new era of
prosperity-
--shots of the Machines ATTACKING-
--A newspaper headline “HUNDREDS KILLED AT PEACE RALLY”
DICTATOR (V.O.) (cont’d)
--and brotherhood for our nation!
Now, terrible sounds of war:

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--A newspaper headline “WAR DECLARED AFTER UNPROVOKED ATTACKBY OUR ALLIES”
--STILL PHOTOS showing the war, the machines getting more andmore devious,
chasing a mother and child down an alley, moreand more machines appearing.
--SHAKY, HAND-HELD AMATEUR footage showing the GAS KILLINGEVERYTHING. The
footage ends with the camera sinking to theground as whoever is operating
it is overcome by gas.
--ending on a STILL PHOTO that we pan across, showing TOTAL
DEVASTATION.
The ragdolls stare at it. 9 turns to them.
9
What have I done?
7 shakes her head sadly and impatiently. 5 suddenly turns to
9.
38.
5
(to 9)
The thing! Show them.
9 quickly sketches out a drawing of the TALISMAN and shows itto the twins.
3 and 4 chatter, trying to analyze and catalogue the drawingof the
Talisman. They shake their heads: they don’trecognize it.
Seeing it as a drawing, 5 is startled.
5 (cont’d)
Wait! 6... he always draws that.
2 used to keep the drawings... withhis notes....
9 looks at 5.
9
The drawings... would they still be
there? In 2’s old workshop?
5
Yes.
(slightly embarrassed)
I saved everything.
9
Then we’ll go back. Perhaps theanswer is there.
5 looks alarmed and looks over at 7. 7 shakes her head.
7
I think the answer is there.
She points out towards the factory and strides off,
dauntless, fine, and proud. The twins chatter unhappily,
beaming flickering lights to each other.
9 looks at 5. 5 nods and they set off in the otherdirection.

CUT TO:
...........................................................

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SEQ. 120 - Winged Beast creation
39.
SEQ. 120 - INT. FABRICATION FACTORY - SAME TIME
Inside the factory, a very quick shot of the FabricationMachine reaching
its arms out and gathering things. It welds
metal pieces. It grabs an enormous black-and-red Dictator’sflag and rips it
in half. [**We do not see yet what it iscreating.]

CUT TO:
...........................................................
SEQ. 130 - Confrontation
SEQ. 130 - INT. 2’S WORKSHOP - NIGHT
9 and 5 sneak into 2’s workshop. A dirty moonlight filtersthrough the air.
9’s light is off.
5, familiar with the layout, locates 2’s stash of 6’sdrawings. The pages
are dotted with 2’s annotations anddrawings; he was obviously trying to
figure out why 6 keptimagining this object and what it meant.
5 and 9 bend over the drawings. They are unable to seeclearly in the murky
darkness. 9 looks around warily, thenswitches on his light.
The light now reveals 8 LOOMING IN THE SHADOWS.
8 SEIZES them and escorts them out.
SEQ. 130 - INT. CATHEDRAL/CLOCKTOWER - SAME TIME
1, sitting on his throne, glares in righteous anger as 5 and9 stand in
front of him.
148
148
1
You awakened what?
He gets onto his feet angrily. 6 hunches over one of his
sketches, muttering to himself.
149
149
1 (cont’d)
You fools! I warned you!
8 is sharpening his knife on the side.
150
150
8
He warned you.
40.
151
151
1
Now you’ve put us all inunimaginable peril. And, may Iask, did you manage

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to save 2? Of
course not! By following thiswitless folly, you’ve endangeredeverything we
work for!
152
152
9
Why was 2 sent out to begin with?
153
153
1
(defensively)
I sent him to scout.
153.5
153.5
9
That doesn’t make any sense! You
don’t send the oldest out to-
(trying to control
himself)
Look, we need to figure out what’sgoing on-
6 emerges from his shadowy corner and comes over to 9. He
has a drawing of the Talisman and seems to want to show it 9,
urgently.
6
(softly, trying to tellhim of something, butunable to fullyarticulate it)
The source... You must go back tothe source....
9
(turning to 6)
What? What is it? Where?
1 bangs his staff against the floor. 8 stands at attention.
1
Quiet!
(to 9)
I won’t allow you to endanger usfurther.
(to 8)
Subjugate them.
8 looks confused.
41.
159
159
1 (cont’d)
(to 8)
Take their belongings!
8 grabs 6’s drawing and lifts 5 from his crossbow and shakeshim up. 9 tries

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to stop him.
8 PUNCHES 9 out of the way, knocking him to the edge of thefloor. A knocked
chess piece FALLS down the dark abyss belowthem.
9 slowly gets up and addresses 1.
160
160
9
You’re nothing but a coward!
5 lets out a GASP. 8 heads towards 9 as he laughs and crackshis knuckles
menacingly. 1 cuts in.
161
161
1
(suspicious, angry)
How dare you challenge me! I, whokept everyone safe all these years.
Ever since you got here everythinghas been unraveling. You’re a
curse. A fool guided by pointlessqueries.
9 stands staunch.
162
162
9
(gritting teeth, angry,
determined; effort at endas 9 pulls the staff outof 1’s hand)
And you are a blind man guided byfear.
6 holds onto the key around his neck, looking afraid.
163
163
6
The sky... the sky is breaking....
A shadow comes over them with a faint sound of somethingoutside. 1 starts
to back away.
164
164
1
Sometimes fear is the appropriate
response.
The WINGED BEAST tail crashes through the stained glasswindow and breaks
into the floor right next to 9.
42.
6 looks bewildered and doesn’t move. 5 pulls him out ofdanger.
6
(whispering, reflexively)
The source... the source...
5, 6, 8 and 9 huddle together. Suddenly the Winged Beastcomes crashing in

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the window behind them, knocking over thethurible and splashing hot coals
all over the floor.

CUT TO:
...........................................................
SEQ. 140 - Winged Beast Attacks
SEQ. 140 - INT. CATHEDRAL/CLOCKTOWER - CONTINUOUS
5, 6, 8 and 9 see the Winged Beast emerge from the smokepouring out of the
upset thurible.
The Winged Beast SHRIEKS at them. It catches its foot on the
runner leading up to 1’s empty throne. The hymnboard/
calendar topples away to reveal 1 hiding behind it. 1instinctively clutches
his staff causing the bell at the topof the staff to RING and attracting
the Winged Beast’sattention.
1 flees. 8 charges the Beast but it SCYTHES its wing towardshim and knocks
8 across the floor. 8 slides across the floor
to 1, who stands next to 6’s picture of the Cat Beast.
1 pushed the picture of the Cat Beast away to reveal a HIDDENPASSAGEWAY. 1
runs away as 8 looks at the others for a briefmoment before also running
away.
The Winged Beast turns its attention to 9, 5, and 6. The
ragdolls run for the bucket and bell-ropes, but 9 trips. The
Winged Beast advances towards him. 5 reaches out to 9. 9
gestures to him to continue without him.
As 9 recovers himself and makes a break for the bucket, 5starts to lower
the bucket down. Just as the Winged Beast isabout to catch up with him, 9
LEAPS down the shaft and landsin the bucket with 5 and 6.
Angrily, the Beast lashes its harpoon tail down at them,
piercing the bottom of the bucket. The bucket rocks and 6 is
sent FLYING OUT but 5 CATCHES him in the nick of time.
43.
The Winged Beast starts reeling its harpoon tail in. Jerkingback and forth,
the bucket ascends, drawing the ragdollscloser and closer to the Beast.
9 spots a SMALL LEDGE next to a stained glass window.
He opens the side of the bucket and gestures that they shouldjump.
The others hesitate, but then 9, 6, and 5 jump out of thebucket onto a
swinging rope, and onto the ledge. The WingedBeast plummets down the shaft
after them.
SEQ. 140 - EXT. CATHEDRAL/CLOCKTOWER - CONTINUOUS
The ragdolls squeeze through a small crack in the stainedglass emerging
onto a ledge overlooking the Cathedral’s roof.
9 sees 1 and 8 running across the roof and points to 5 and 6to look down
there. Down on the roof, 1 and 8 see 5, 6, and
9. 1 pushes past 8 and runs farther out, towards the frontof the Cathedral.

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8 follows.
Suddenly, the Winged Beast SMASHES through the glass behindthem. It
struggles to get through the window but can’t quitefit.
6 is very vulnerable out there.
9 turns to 5.
9
Take him inside.
9 now climbs out on the gargoyle purposefully.
The Winged Beast FLIES UP into the air, circling lazily. 1
and 8, running on the top of the roof, are very exposed.
Hawklike, the Winged Beast sails towards them.
8 steps up to defend 1. He flips his salt-shaker helmet downover his face
as armor, pulls out his scissor knife andstands his ground... waiting...
waiting for the Winged Beastto soar in closer...
And then, at the last possible moment, he HURLS his scissorknife at the
Winged Beast. It flies through the air andcatches in the Beast’s propeller.
Knocked off balance, the Beast swoops down. 1 ducks out of
the way but it knocks 8 off his feet. 8 slides down the
sloped edge of the roof, towards GAPING HOLE.
44.
Just as 8 is about to fall into the hole, he catches on tothe edge. His
other blade plummets through the hole as hehangs, desperately... his grip
SLIPPING...
9 catches up to where 1 is.
SEQ. 140 - INT. CATHEDRAL - SAME TIME
6 and 5 run down the banisters towards the crashed plane.
seems to pull 5 in a particular direction.
SEQ. 140 - EXT. CATHEDRAL - CONTINUOUS
The Winged Beast circles around and sets its harpoon tail toshoot. 1
squints into the sun as the Winged Beast, backlit,
swoops down towards them. He sees a glare come from the tinroof. 9 gets an
idea. He gestures to 1 to help him. 1
scowls, but has no alternative but to help him.
9 peels back a piece of the roof, with 1 helping him. The
roof’s

GLARE:
beams right into the eyes of the Winged Beast, momentarilyblinding it.
The Beast flinches just as it FIRES its harpoon tail at them.
Blinded by the glare, it MISSES and almost hits 8.
The harpoon imbeds itself into a rafter inside the Cathedral.
...........................................................
SEQ. 145 - Wing
SEQ. 145 - EXT. CATHEDRAL/CLOCKTOWER - CONTINUOUS

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8 falls onto and then slides down the harpoon’s line,
swinging into the Cathedral and landing on the wing of theairplane embedded
in the side of the Cathedral, right next to5 and 6. 8’s weight on the
harpoon’s line has pulled it moreand more taut...
The Winged Beast is pulled hard into the roof and slidesdown, knocking into
1 and 9.
1 and 9 PLUNGE into the Cathedral and onto the plane wing,
where 8 catches them in midair before they hit the wing.
45.
The Winged Beast plummets after them onto the wing. It picksitself up,
spots the cowering ragdolls, and opens up hisbladed beak screaming.
The Winged Beast starts to charge them when suddenly-
7 DROPS DOWN from a high parapet and leaps onto the WingedBeast’s neck.
1 and 8 stare in surprise. 9 stares in delight and relief.
1
(stunned and surprised)
7?
Immediately, the beast throws her off towards the others.
She’d dropped her spear; she goes to pick it up and
immediately, her leg is IMPALED by the WingedBeast, which has fired its
harpoon. She is impaled next tothe guys.
7
(lightly)
I thought you might need some help.
But as she speaks, the Beast begins to reel her in. She
fights viciously.
9 jumps and grabs on to 7 as she’s being pulled away.
7 (cont’d)
(yelling)
My spear!
5 grabs her forked spear and hands it to her. She grabs herforked spear and
stabs it into the plane. The harpoon’scable is pulled taut between her leg
and the Winged Beast.
9
(yelling to the others)
The cable! Cut it!
8 runs to recover the blade that slipped from his grasp as heslid down the
roof, then runs over and SLICES with all hisbrute force through the cable.
The cable flies up in the airand WRAPS itself around the propeller on the
end of the wing.
The Winged Beast jerks back, towards the propeller, causingthe whole wing
of the plane to tilt, and the ragdolls toslide. 5 and 6 tumble into the
plane’s engine room.
46.

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7 clutches her staff. 9 slides by her and grabs on to theharpoon, still
lodged in her leg.
9’s staff slides by, and 9 catches it just before it fallsoff the wing. As
8 climbs up onto the same buttress fragmentthat 7’s spear is lodged in, 1
slides down the wing, past 9.
179
179
9 (cont'd)
(to 1; holding out his
staff)
Grab on!
1 grabs 9’s staff. Dangling, he sees that the Winged Beastis close behind,
snapping at him with its beak.
9 sees 5 and 6 in the engine room.
9 (cont’d)
(shouting to 5)
The propeller! Start the
propeller!
6 nods. 5 points to the wires. 5 and 6 gather wires and setto work. They
ZAP the propeller to life and it GROANS... thenwhines into motion as it
starts taking up the power it hadgenerated. It goes faster... faster...
Even as the Beast is slowly drawn towards the propeller, itstruggles
forward and grabs 1’s cape in its beak.
As the Winged Beast pulls 1 closer, 9 strains to hang on to1, and 7 strains
with the added weight on the harpoonsticking out of her wounded leg.
1
My... my cape!
9
Let it go!
1 glares furiously, hesitates, then undoes the clasp. TheWinged Beast falls
backwards down the wing, DIRECTLY INTO THEDEADLY BLADES.
It is instantly shredded.
Claws, feathers, and strange mechanical debris shower down.
1, 9, and 7 look in relief as the Beast is finally destroyed.
After the clasp is released, 1 has meanwhile recoiled into9’s arms. There
is a brief moment of awkwardness as 1 and 9
realize how close they are physically to each other.
47.
1 begins to climb up the side of the wing, using dangling 9and 7 as a
ladder.
Perched on top of 7’s staff, 1 reaches up for 8, who iscrouched on the edge
of the buttress. He grabs 8’s hand,
gesturing imperiously to 8 to pull him up.
9 looks at 7 urgently, nodding to her. She gets itimmediately and grabs 1’s

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leg, stopping him.
186
186
1
You fool! We can still save
ourselves!
The plane teeters down to a 90 degree angle. 5 and 6 look upat the rest of
the ragdolls from farther down the wing. 5 is
concerned and almost panicked. 6 is almost zen-peaceful, as
though he can foresee it will be all right.
9 looks around and sees the rope tied around 7’s waist.
9
(to 7)
Your rope.
7 throws it down to 9 who ties it to his own waist. The planetilts... it’s
hanging even more precariously now... about tofall out of the side of the
Cathedral entirely...
9 suddenly jumps down into the flames just as the planestarts to fall. 7
shouts with stress.
The plane EXPLODES as it hits the ground, smoke rising fromthe crash. The
rope pulls taut, and after the smoke settleswe can see 9 dangling with 5
and 6.
8 pulls the hanging chain of ragdolls up and onto thebuttress fragment.
As 1 recovers himself and straightens his hat, he glancesup... towards the
smouldering clock tower...

CUT TO:
...........................................................
Seq. 155 - Sanctuary lost
SEQ. 155 - EXT. LIBRARY GARDENS - TWILIGHT
We can see, in the distance, the Cathedral, on fire.
48.
The ragdolls have come to the library. Embers from the
burning cathedral drift down like burning snowflakes.
1
(broken-hearted)
Oh... my sanctuary...
The others try to avoid the embers. 9 moves purposefullytowards the
library. 1 stands, mourning his sanctuary. His
staff is charred and ruined. He lets it drop. 8 takes 1’s
arm and urges him to follow the others.

CUT TO:
.............................................................

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Seq. 157 - Seamstress being constructed
SEQ. 157 - INT. FABRICATION FACTORY - SAME TIME
Inside the factory, a shot of the Fabrication Machinereaching its arms out
and gathering remnants and detritusthat we will see later as part of the
SEAMSTRESS. [TheMachine is clearly tethered to the Factory.]
One of the machine’s arms discovers 2’s body. The arm seems
horribly interested.

DISSOLVE TO:
.............................................................
Seq. 160 - Library
SEQ. 160 - INT. LIBRARY - NIGHT
9, 5, 1, 8, and 6 have come to a clearing in the debrisoutside the globe. 6
has dropped to the floor and is drawinghis pattern. 1 looks angrily up at
the glass ceilings.
1
It’s not safe here!
8 shakes his head, agreeing with his boss.
8
No.
49.
1
(to 8, keeping his sense
of responsibility)
Stand lookout.
1 points out into the gardens.
1 (cont’d)
I’ll search out a safer retreat.
1 moves away, looking for what he might find in the way of asafer retreat.
8, proud to receive orders, strides off towards the garden,
taking care to STEP ONTO 6’s DRAWING and smear it. He laughsmeanly.
6 shakes his head sadly and takes another piece of parchmentto start over.
He is drawing the talisman.
9
(looking up at the sky; to7)
There will be more, won’t there?
7 nods grimly. 9 looks worriedly after 1’s retreating form.
7
(looking after 1’s
retreating form)
Forget him.
The twins appear in the crack of the globe. They flash theireyes and
gesture for 9 to come in. 9 moves away into theglobe. 6 sees the twins and,
happily, skitters towards them.

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5 and 7 are left alone. 5 works deftly on 7’s leg.
5
(quietly)
You wanted us to forget you, too?

ALT:
5 (cont’d)
(quietly)
Why did you leave us?
7 looks around, trying to find the right words. Finally:
7
I couldn’t sit and hide, just
waiting.
(MORE)
50.
7(cont'd)
(apologetically)
I just couldn’t. It’s...
(contrite, trying to
explain herself to her
friend)
It’s not in my nature.
5 nods, smiling ruefully. He knows.
7 (cont’d)
(gently)
And perhaps, no longer in yours,
either?
5 smiles and nods, almost shyly. He’s finished fixing herleg. She flexes it
and smiles at him. Now she looks
around, worriedly, sensing something.

CUT TO:
...........................................................
Seq. 162 - 8 & the seamstress
SEQ. 162 - EXT. LIBRARY GARDENS - SAME TIME
8 plays with his magnet, foolishly.
A FLASH of something slithering.
8 looks around, but continues to play.
A FLASH again of something slithering closer. Somethingmenacing.
8 looks up in horror. Lights flash on his face.

CUT TO:
.............................................................
Seq. 164 - Confrontation

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SEQ. 164 - INT. THE GLOBE - SAME TIME
CLOSE on a DRAWING OF the TALISMAN’S RUNES in ancient
illuminated manuscript. Pull back to see the twins have
found this and are showing it to 9. 5 and 6 crowd around.
is clutching his drawing of the talisman.
51.
7 looks out of the globe, intuitively startled, her scout’ssense unhappy.
She senses something.
9 looks at her, but also now studies the drawings and thewritings around
them that explain them. He studies the
drawings of the RUNES.
9
(studying the drawings,
carefully)
An alchemist’s ability to drawanimus into the unanimated...
He turns the page and sees a drawing of the Talisman.
9 (cont’d)
Again!
He gazes at the picture as though drawn to it.
9 (cont’d)
What is it? What can it be?
6 comes over and recognizes his drawing.
6
(trying to help)
The source...!
9
(turns urgently to him)
What? What are you trying to say?
6
(helplessly trying to
articulate something)
The first room-
1 now appears out of the darkness. He sees the manuscriptand the drawings
of the runes.
1’S VOICE
(angrily)
Dark science.
We whip pan over and see 1 standing in the entrance to theglobe.
1
(angrily)
What good does this useless rubbishdo us? Forget it!
52.
He seems unusually agitated.
9 moves towards him, curiously.

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9
What do you know?
He comes closer to 1.
6
(whispering)
The source... the source...
1 turns and meets 9’s gaze unflinchingly. We have a moment
of admiration for the old soldier’s toughness. But he speaksnow with a
strange bitterness. He gestures around at thelibrary, at the ruins of
humanity’s civilization.
1
(bitterly)
I know enough to leave theirancient evils to moulder. Look
what they have left us with. Leave
it be, I say!
(angrily)
But you. Always asking questions,
so many pointless questions-probing,
pushing--
(spitting out the words,
beginning to rant andrave a little)
like 2--he always had to know--toomuch-
9
(suddenly)
I was right! You did send him out
to die!
5
No!
1
He was old! He was weak!
1 suddenly realizes what he’s said. He collects himself and
stands tall, defending himself.
1 (cont’d)
Sometimes one must be sacrificed
for the good of many.
7 LEAPS angrily at 1, pulling her blade to 1’s neck.
53.
7
Coward!
Her blade flashes at 1’s neck. 9 leaps forward and blocksher.
9
Stop!
1 stands PROUDLY, staring down 7’s blade. Again, we almostadmire the old
soldier’s fortitude. 7’s reckless angerblazes from her face. 9 looks at the

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two of them.
9 (cont’d)
(imploring)
We must work together. We must use
our thoughts, not our weapons.
9 moves back towards the drawing of the Talisman and looksdown at it.
9 (cont’d)
The answer to all our questions ishere, in some way. I can feel it.
We must follow this path...
1 glares furiously at all of them, then turns to address 9.
1
Your path takes us to catastrophe.
He strides away.

CUT TO:
.............................................................
SEQ. 166 - Seamstress
SEQ. 166 - INT. LIBRARY/ANOTHER AREA - MOMENTS LATER
1 picks his way through the stacks, ranting to himself.
1
Can’t he see his way only bringstrouble? What good comes from hispath? I
know what we need. I know
what is right-
54.
Suddenly, he hears a sound. The twisted corpse of 2 comesfloating out from
the stacks like Banquo’s ghost. 1 stops,
rigid with terror.
1 (cont’d)
(moaning)
No....
2’s eyes click on with their hypnotic gaze.

CUT TO:
INT. LIBRARY/THE GLOBE - SAME TIME
1’s SCREAM echoes through the library. The others rush out
of the globe.
INT. LIBRARY - CONTINUOUS
They race towards 1, into an area of the library with a largebroken
FOUNTAIN. The fountain is sunken into the libraryfloor (with statuary
reaching up into the library).
They now see, to their horror-

THE SEAMSTRESS:
A hideous SERPENT-LIKE CREATURE with NEEDLE-LIKE CLAWS and a

Page 44/63
HORRIFYING VACANT FACELESS HOOD.
The Seamstress has sewed the carcass of "2" into her tail in
order to lure and mesmerize the ragdolls. She emits a
GLOWING LIGHT through 2’s vacant eye sockets.
She RISES UP and points her sewing needles at 1... we see 8’slimp body
trapped in her belly.
The other ragdolls leap into action.
7 chops off the tail and with it 2’s carcass but then isthrown to the side
and trapped as a cascade of books fall onher.
9 manages to grab 1 who is partially sewn on to theseamstress but can’t
free him.
The seamstress lashes out towards them.
5 fires an arrow and hits the Seamstress’s eye, blinding her.
She turns to flee, dragging 1 with her. 1 struggles inmortal terror.
55.
5 pulls the blade from 2’s staff from his quiver and throwsit to 9. 9
catches the blade and cuts the threads away from1’s body, trying to free
him unsuccessfully as 1 struggles.
At the very last moment, they manage TO CUT 1 LOOSE. But the
seamstress suddenly darts one of her claws out, GRABS 7, andSLITHERS OFF
out through the library [ALT: through part of adrainpipe in the bottom of
the fountain] with 8 stillattached to her belly and disappears.
The other ragdolls run after her but it is futile; she is
gone.
9
(horrified)
No! No!
...........................................................
SEQ. 168 - Burial and Regrouping
SEQ. 168 - INT. LIBRARY/FOUNTAIN - CONTINUOUS
The ragdolls stand in the bottom of the fountain, whereremnants of water
still linger, and water dribbles into thedrainpipe at the bottom of the
fountain [ALT: next to thefountain]. The coin in 1’s crown falls to the
ground. He
sits down heavily.
The twins emerge, eyes wide. They’ve seen the whole thing.
They look with alarm at everyone, and sadly, at 2’s carcass.
9 looks in the direction of where the seamstress disappeared.
9
I have to get her back! I have to
go after her!
1
It’s too late.
He has a strange, sad look on his face. He looks in the same

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direction.
1 (cont’d)
(sadly)
It killed 8... it’ll kill her too.
9
It didn’t kill him.
(thinking)
(MORE)
56.
9(cont'd)
It’s taking them back to the
Machine.
The twins look up and nod their agreement. While the others
have been talking, they have found a book cover and have lain2’s body on
it. They now put the sword on top of 2 like afallen soldier and put his
hands on his chest holding thesword.
9 (cont’d)
(urgently)
We have to go--all of us. We have
to rescue them-
5
(nodding soberly)
--and destroy the machine for once
and for all.
1 just bows his head. He’s still mourning 8. 9 gives him acompassionate
look.
They turn towards the twins, and see them pick up 1’s coinand place it on
top of 2’s face. They see that the twinshave prepared 2’s body for burial.
They all bow their heads. The twins now slowly send 2floating down the
remnants of water in the drainpipe at thebottom of the fountain.
5 pulls out the piece of burlap from 2’s back with his numberon it. He
hands it to 9.
9 looks at 5, 9, and the twins soberly.
They look at him. Slowly, they nod, as though acceptingtheir mission.
1 sighs heavily. Suddenly he looks so very old, so verytired. He stares
down at 2 floating away. Slowly, he nodsas well.

CUT TO:
...........................................................
SEQ. 180 - Destroying the Factory
SEQ. 180 - EXT. OIL FIELD BEHIND THE FACTORY - DAWN
A SHOT of the tallest smokestack. It belches smoke,
darkening the dusk sky.
57.

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We pan down, and see SEEKER DRONES (that the newly vitalizedFabrication
Machine has constructed) floating in the airaround the factory, tirelessly
looking for enemies. One of
them floats near to camera and its searchlight fixes onsomething. We follow
the light down.
The light reveals a PUMPING OIL DERRICK, also newly awakened.
Its pump moves up and down in sinister rhythm.
The light moves away from the derrick. Camera stopsfollowing the light and
keeps moving down, arriving at theground where we now see, in the darkness-
THE RAGDOLLS. They huddle behind an oil pipe waiting for theSeeker Drone to
pass. 1 is weak, but is supported by 5, whohas been patching him, and is
just finishing up, pulling thelast thread out of the patch he’s sewn onto
1. 1 is
regaining his strength. The twins huddle behind 6.
9 looks out past the pumping derricks and sees AN ENTRANCE TOA COAL CHUTE.
9
All right. I’ll go inside. You do
as we planned.
(firmly)
EXACTLY as we planned.
The others nod. 9 turns to 5.
9 (cont’d)
Take charge.
1 scowls. 5 nods, proudly taking the responsibility.
9 darts purposefully towards the factory.
5 looks around keenly, looking up for seeker drones, thenruns out from
cover, over to a huge barrel that lies halfburied in the scorched earth. A
painting of the Dictator’ssymbol is stenciled on the side.
He taps on the front. It is FULL. He looks up in the air atthe seeker
drones. They haven’t seen him.
He gestures to the others.
We see the barrel is on top of a small hill that leads downto coal car
tracks. The tracks lead to the open mouth of acoal chute that feeds into
the factory.
5 sees a bent spoon on the ground. He smiles, remembering 2and his
ingenuity, and picks it up. He hands it to 1.
58.
With confidence now, he looks around. He sees a splinteredpile of wood
planks, the remains of a wooden derrickplatform. He looks at the others and
gestures to the wood.

CUT TO:
INT. FACTORY - SAME TIME
9 darts from hiding place to hiding place inside the darkenedfactory,

Page 47/63
moving towards the Fabrication Machine.
He spots the half-blinded Seamstress and watches in HORROR ashe sees that
the Seamstress is giving 8 up to the FabricationMachine. 9 is too late to
do anything to stop the Machinefrom sucking 8’s soul.
There is a bright GREEN GLOW as 8’s soul is sucked, and inthe sudden
illumination, 9 sees 7. She is sewn into the
Seamstress--but is still alive!
ANGLE on 9 as he realizes she is still alive and he can still
rescue her! From his hiding place he looks around for a wayto rescue her.
He inspects the machinery near him. He sees
a LEVER and GEARS. He looks at his LIGHTSTAFF. He then
spots a remnant of the FABRIC used to create the WingedBeast. We see he is
formulating a plan. He darts his hand
out to drag the fabric towards him.
ANGLE on the Fabrication Machine as it begins to power backup after taking
8’s soul.
ANGLE on the Seamstress. She turns to get 7, and give her tothe Fabrication
Machine. We see the TERROR and DEFIANT FURY
in 7’s eyes, but she is immobilized and can do nothing.
Suddenly the Seamstress hears a SOUND. She whips around.
POV through the Seamstress’s damaged eye: a MOVEMENT in the
shadows.
The Seamstress, distracted from her morbid mission with 7,
slithers towards the movement.
In the shadow we see a RAGDOLL with GLOWING EYES. 7 sees
this and registers recognition, relief, and also TERROR atwhat will be 9’s
fate. But she is unable to move or speakand now, just as 9 could only watch
8’s soul being suckedout, 7 can only helplessly watch as the Seamstress
slitherscloser and closer to its prey. We see the misery on 7’sface.
The seamstress raises her needles and STRIKES the ragdoll,
sewing wildly.
59.
The ragdoll SWINGS OUT from a string attached to a lever.
The lever now moves down (because of the weight of theragdoll) and SWITCHES
on machinery. Gears start to turn and
we see the ragdoll is attached and begins to drag the trappedseamstress in,
arms first.
The gears CRUNCH the ragdoll. 7 FLINCHES... but then her
expression turns to amazement as she suddenly sees it is nota ragdoll at
all but is 9’S LIGHT-STAFF DRESSED IN FABRIC.
Instinctively, she looks up, a sudden hopeful look on herface... just as
9 SWINGS IN and lands on the SEAMSTRESS, tearing a hole inher back. He
slides down the length of her body, FREEING 7.
7 and 9 fall to the ground as the gears now CRUSH THESEAMSTRESS.

Page 48/63
CUT TO:
EXT. FACTORY - SAME TIME
5, 1, 6, and the twins crouch behind the barrel. We see theyhave built two
paths of wooden boards leading down to theentrance of the coal chute, have
dug a trench under thebarrel, and have placed a long bar of metal beneath
thebarrel.
5
(hoarse whisper)
PULL!
They all pull down with all their weight. The barrel lifts
and teeters, then tips and RACES DOWN THE HILL. At the
bottom, it launches off the boards, spinning into the air andlanding on the
rails to the coal chute with a sparking crash.
The ragdolls race down after it.
The barrel rolls and comes to a stop right at the mouth ofthe coal chute.
...........................................................
SEQ. 185 - Seeker Drone
60.
SEQ. 185 - EXT. THE FACTORY - CONTINUOUS
5, always looking around warily for the seeker drones,
directs 1, 6, and the twins to conceal themselves behind thebarrel. He
anxiously stares down the tunnel.
5
Where are they?
The twins’ eyes flicker anxiously. 1 looks down the tunnel
as well.
1
It’s been too long. We should take
action.
5 hesitates.
1 (cont’d)
Are you forgetting what he said?
If he doesn’t return--continue as
planned.
5 hesitates. He peers down into the darkened tunnel.
1 (cont’d)
EXACTLY as planned!
He grabs a sharp piece of metal and stabs the side of thebarrel. He stuffs
an old rag into the hole and grabs a matchout of 5’s quiver.
5
(shouting)
No--stop!
Immediately a beam of bright light focuses down on them.

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They look up and see one of the horrible SEEKER DRONESfloating directly
above them.
Its two slug-like eyes reel in recognition. The wail of an
air raid siren pierces the still night.
1
(to 5)
Fool!

CUT TO:
61.
INT. FACTORY - SAME TIME
9 and 7 sneak towards the coal chute escape. They hear theSIREN go off.
The siren alerts the FABRICATION MACHINE to their presence.
They turn and see the Fabrication Machine’s arms bearing downon them [the
Fabrication Machine is still clearly tethered tothe factory]. Scores of
small Spider Beasts emerge from theshadows towards them.
7 and 9 race desperately towards the coal chute escape withthe Spider
Beasts crawling and spinning after them.

CUT TO:
EXT. FACTORY - SAME TIME
5 instinctively fires his grappling hook at the Drone. 5, 6,
and the twins try to drag the Drone down.
1 brandishes the match. We suddenly hear the sound of theSPIDERS. 1 looks
down the tunnel.
1
(fiercely)
More creatures! We have to ACT!
NOW!
1 strikes the match on the side of the oil barrel and is
about to light the rag. 5 grabs his arm.
5
No! Not yet-
They tussle over the lighted match when suddenly-
9’S VOICE
What did I tell you? Light it!
Now!
7 and 9 run towards them. The eyes of the spiders can beseen right behind
them. 1 looks at the burning match in hishands, thinking about what he
almost did...
5
(confident)
Now!
62.

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1 sets the rag on fire. The ragdolls jump behind the barreland PUSH it into
the tunnel. 7 and 9 just make it, leapingout of the tunnel as the flaming
barrel HURTLES down thetunnel--DRAGGING the SEEKER DRONE with it--crunching
over the
unseen Beasts--and landing in the factory and -
BLAM!!!!
THE FACTORY EXPLODES.
The dolls run from the blast. 9 and 7 look on in triumph.
...........................................................
SEQ. 190 - The Dolls Celebrate
SEQ. 190 - EXT. WASTELAND/A RUTTED FIELD - CONTINUOUS
The ragdolls walk up to the hill away from the explosions.
6, and the twins pick up old debris along the way and studyit.
The group turns and watches the factory as it burns to the
ground.
311
5 311
(to 9)
It’s done.
1
The past is dead.
7 turns to 9, her face full of gratitude.
7
And some of us very much alive.
9 warmly clasps her arm. She pats his hand. They look withgreat affection
and appreciation at each other.
The twins chatter: they’ve found an old Victrola lying in thedebris, with
an old warped record still on it. They climbonto the record, tripping the
needle arm onto the disc, andbegin walking on the record.
A scratchy old melody comes from the large Victrolaamplifying horn. 7
smiles at the sound of the music. She
leaps on the record, joining them. As they walk faster, themusic speeds up.
1 comes up behind them. He looks deep in thought. He
catches his hat as it begins to slip off his head.
63.
1 goes to sit down and rest, sitting on a brick. 5 heads
over towards the others. But 9, seeing 1’s contemplativemood, stops next to
1. 1 looks up at him.
1
(regretfully)
I’ve been a bitter old pill,
haven’t I?
9 looks at 1, not sure how to respond. 1 now also sees 2’s
old staff that 9 is still holding onto.

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He looks over at 9.
1 (cont’d)
I lost sight... of many things.
He looks at 9 as though to beg his forgiveness. 9 sits down
next to him.
9
We’ve both made mistakes.
He looks over at the smoldering remains of the factory.
9 (cont’d)
What’s past is past.
They look at each other for a beat, then look over to theothers, relaxing
together on the Victrola.
9 holds out his hand to 1. 1 gives 9 his hand and 9 helpshim up. As 1
stands, his heavy headpiece falls off andshatters.
9 looks in horror. But 1 just looks at it, shrugging andslightly smiling.
1
It was always so heavy.
1 smiles.
He now runs his hand over his head, which we now see has afunny looking
pony-tail like protuberance. 9 hesitates,
then can’t help CHUCKLING. 1 sees him, then starts to LAUGHas well.
9 and 1 go over together to the Victrola. 7 notices as 9
helps 1 climb up on the Victrola and starts to celebrate.
9 joins 7 near the needle and 6 sits on the crank as it spinsaround.
Everyone is enjoying the music.
64.
5 discovers a trove of records (enormous in scale compared to
the little ragdoll). He curiously begins to go through them.
He picks one out.
But it rolls away from him. It rolls towards the hill and
then down the hill. 5 runs after it.
Behind him, unseen by anyone, the talisman crackles and glowsslightly.
6 notices.
6
No... it .... it... it...
9 sees 6’s beginning panic and whirls to see -
...........................................................
SEQ. 200 - The Fabrication Machine Breaks Free
SEQ. 200 - EXT. WASTELAND/A RUTTED FIELD - CONTINUOUS
5 running down the hillside. And suddenly---
the enormous Fabrication Machine, RISES UP, free of the
factory, TOWERING over him like a giant monster.
THE TALISMAN is GLOWING ferociously in the Machine’s front.
9

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NO!
He tries to run towards 5. 5 SHRIEKS, running back towardsthe others.
5
Run! Run!
The other ragdolls whirl and stare, frozen, at the hideous
apparition...
They leap off the spinning Victrola, hitting the needle and
the music SCRATCHES TO A HALT.
Before anyone can get to him, 5 is SNATCHED by the TOWERING
MACHINE.
330
330
9
No!
65.
9 tries to run towards the Machine. 1 pulls him awayfrantically, fiercely
forcing 9 to allow himself to be saved.
1
(to 9)
There’s nothing you can do!
5 faces the Machine as the green of the TALISMAN shoots outat him, sucking
his soul into its portal. The Machine’s eyeturns green showing it has
absorbed the soul, then back toglowing red.
333
333
9
No! No!
The Machine again SHAKES and then seems momentarily paralyzedas it ingests
the soul, giving the ragdolls a moment to flee,
scrambling, desperately trying to get up the hill and escape.
1 looks over to the bridge. His general’s instincts kickback in.
1
Follow me!
The Fabrication Machine powers back up and lumbers afterthem. The dolls
head over to the bridge.
...........................................................
SEQ. 201 - The Bridge
SEQ. 201 - EXT. BRIDGE - CONTINUOUS
335
335
9
Go! Get across!
9 sends 1 and the twins across the bridge. He turns to 7 but
they don’t need to speak--they both understand the plan.

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They linger behind, luring the Machine.
1 tries to drag 6 across the bridge. 6 resists:
337
337
6
No! No! No!
The twins chatter. 6 is moving slower than the others. 1
grabs his arm and pulls him off the bridge.
338
338
1
Come on, we can’t stay here!
66.
6
(protesting incoherenly to
1)
339
No... they mustn’t... they 339
can’t.... no...
The Fabrication Machine lumbers up the hill. 9 and 7 clamber
onto the bridge... get out to the center and stop. They wavetheir hands and
weapons trying to get the Machine to come tothe bridge.
The Machine CRASHES onto the bridge. It lumbers ferociouslyafter 9 and 7.
9 and 7 struggle to get to the end of the bridge.
The Machine is closing in on them... they franticallystruggle across, the
Machine gets closer... closer...and
...suddenly the floorboards GIVE WAY under the Machine’senormous weight.
The Machine scrambles and claws at the splintering boards butfalls through.
It hangs on with two of its mechanical legs, one on each sidein the broken
bridge. Inexorably, it begins working its wayback up...
7 and 9 start sliding down the bridge as the Beast’s weightis making the
bridge fall.

ALT:
339
339
9
(efforts prying off the
Fabrication Machine)
Pry it loose!
They continue prying, hammering, pounding at the Machine’slegs with the
steel scraps.
6, 1, and the twins watch with horror.
7 and 9 have almost managed to pry the Machine loose, and areabout to send

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it plummeting to its destruction.
6 breaks free from 1’s hold. 1 grasps after him, trying tostop him. 1 only
grabs onto 6’s key. 6 runs out onto the
bridge.
342.5
342.5
6
No, no, you must not destroy it!
67.
He points to the Talisman on the machine.
6 (cont’d)
We need it... they are inside...
343
343
7
Go! Get away!
9 looks in puzzlement at the Talisman. There’s an
astonished, questioning look on his face.
7 (cont’d)
(screaming at 9, re 6)
He has to go -
She grabs 6 and pushes him to the side.
6
You must go back... to the FirstRoom...
9 looks at 6, trying to understand him. The Machine twists
and turns.
Behind him, the Machine begins to regain its footing.
6 (cont’d)
He is there... He will show you...
6 suddenly gets a look of doomed horror on his face.
6 (cont’d)
Come for us...
(his last words, urgent)
The source...
--and one of the Fabrication Machine’s robotic arms grabs 6.
346
346
9
No!
9 goes for 6 but can’t get to him.
The bridge starts to give way 9 and 7 run to the other side.
9’s light staff slides and falls down into the dark crevice.
The Fabrication Machine is now hanging off of one side of thebridge, still
holding on to 6.

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9 and 7 flee wildly across the disintegrating bridge. Theymake it across to
the other ragdolls at the other end of thebridge, just in time.
68.
The Fabrication Machine tries to back up on the bridge butends up getting
caught in the beams, which form a cage aroundhim. The other ragdolls yell
to 6 from the other side of thebridge.
The Fabrication Machine brings 6 up to its eye.
...........................................................
SEQ. 202 - Disagreement
SEQ. 202 - EXT. BRIDGE - CONTINUOUS
9 watches in horror as the Machine sucks 6’s soul. As before,
the Machine SHAKES and then seems momentarily paralyzed as itingests the
soul. It then re-animates.
1 strides over to 9.
1
We must destroy it.
9 stares at him. We can see a sudden new thought is formingon his face.
9
We can’t.
1 looks at the Machine.
1
Anything can be overcome. One
just needs the right weapon.
9
No. We can’t destroy it.
(to 7)

You heard him:

They’re still inside-
7
9, they’re gone.
9
No. I don’t think so. We can getthem back. I just have to figurethis out.
(trying to parse 6’s
words)
“The first room....”
7 tries to persuade 9.
69.
7
We need to get a weapon. Quickly.
9
(trying to parse 6’swords, completely focusedin thought)
“The source... he will show you...”
The machine screams, starting to break free.

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1 turns, abruptly, making a decision.
1
This raving will get us nowhere.
I’m going to find a real weapon.
1 turns and stalks off. The twins hesitate, uncertainly.
7 goes over to 9 and implores him.
7
Please. Leave it. Come with us.
9, determined, certain of his path, shakes his head gently.
9
No. I can’t.
7 looks sad, but she feels she has no choice. She ushers the
twins away and they follow 1. The twins are carrying 6’skey.
9 (cont’d)
(muttering)
The source... the First Room...
Suddenly he looks up. He gets it!
9 (cont’d)
The First Room!

SMASH CUT TO:

...........................................................
SEQ. 210 - Return to the Workshop
70.
SEQ. 210 - INT. ATTIC WORKSHOP - DAY
CLOSE ON THE SHUTTER banging in the Attic Workshop.
9 is staring at it, then looks around the Workshop.
He sees the Scientist on the floor. He recognizes him.
He looks up and climbs up onto the table.
He sees the machine that he fell out of. He sees diagrams.
He sees a journal, with drawings and thoughts. The drawingsinclude: the
original machine... the talisman... sketches ofthe dolls... the diagram
that we saw in the Librarymanuscript...
He looks further and sees a strip of film. Curiously, hepicks it up, and
now sees it’s feeding into a rickety oldmovie projector which now TURNS ON
and we see -
THE DOCUMENTARY FOOTAGE that we saw being made in the TITLESEQUENCE [It can
be the exact same footage, or can beslightly altered if necessary for our
uses here; if we stillwant to hear the radio it should be mixed in very
low, so weare aware of it but it doesn’t interfere with the scientist’s
dialogue. This is constructed so the scientist can be in
V.O. only until the end, but if possible we can also see the
back of the scientist in the first few pieces of footage].
We HEAR the scientist’s voice and we realize the Scientist

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WAS ADDRESSING THE DOLLS.
We see first, THE FOOTAGE OF THE SCIENTIST MAKING 1 and hearthe scientist:
SCIENTIST’S VOICE
(muttering)
It had such promise... my first
creation...
We see, on the table, a drawing of the original machine, asthe Scientist
assembles the raw materials of 1. Sounds of
WAR in the b.g.
SCIENTIST’S VOICE (cont’d)
(broken-hearted)
...but it was taken... and bent to
such evil...
We see him making 1.
71.
SCIENTIST’S VOICE (cont’d)
...so little hope remains... thatis why I create you...
The footage crackles out, then RESUMES.
Now we see the FOOTAGE OF THE SCIENTIST MAKING 5.
SCIENTIST’S VOICE (cont’d)
(much more weakly)
I am unable to reverse the transfer
process... my life force diminisheswith each one of you... it is all
right... you will thrive...
Tenderly, he puts 5 together.
The footage crackles out, then RESUMES.
Now we see the footage OF THE SCIENTIST MAKING 9... with
louder, more explosive sounds of WAR in the b.g:
SCIENTIST’S VOICE (cont’d)
...so little hope remains... thatis why I create you...
In the footage we now see him putting 9 into the strangemachine, putting
the finishing touches on 9... brushing hishand across the little box...
WE PULL OUT of the footage to see 9, looking in astonishmentat the
flickering footage.
9 looks over at the little box in the scientist’s hand in the
footage, and suddenly

FLASH:
9 goes into a startling FLASHBACK:
HIS POV as he is suspended in the strange machine... he sees
the scientist, clutching the little box, from the front asthe scientist
approaches him, a look of endless love on hisweakened, haggard face.

SCIENTIST :

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(tenderly, to 9 directly)
... it’s up to you now...
(with his last breath of
energy)
...you...you are all the pieces ofmy soul...
72.
The scientist puts the strange face mask on and 9’s POV is
suffused with a GREEN GLOW. The talisman clicks shut, thesoul transfer
completed. We hear the scientist fall to the
ground, his soul depleted.
BACK TO PRESENT TIME:
9 comes out of his vision. He looks over the side of the
table at the dead scientist.
9 walks to the scientist and stares at the dead man.
9
(finally realizing it;
gently)
You. You’re the source...
He reaches out to the skeletal hand clutching the box, thensimply touches
the Scientist’s hand, tenderly. He looks up,
a new, resolute look in his eyes.

CUT TO:
...........................................................
SEQ. 220 - Reunion
SEQ. 220 - EXT. THE WASTELAND - NIGHT
9 runs through the Wasteland looking for the others.

CUT TO:
EXT. THE WASTELAND - NIGHT
9 sees the others through barbed wire. They’re carrying alarge missile
towards an old cannon. 9 ducks under and
hurries towards them.
9
He--he’s the source.
They stare at him, uncomprehendingly.
9 (cont’d)
The Scientist! The one who made
the machine. He gave us life too.
They stare at him.
73.
7
How?
9 pauses at the enormity of it. Finally:

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9
He... he used his own soul.
7 and the twins look at him in awe and surprise. 1 seems
strangely unmoved.
9 (cont’d)
That’s why the machine is hunting
us. It was warped, reprogrammed tohunt humanity. It, and themachines it
made, killedeverything. Except us.
They stare at him.
9 (cont’d)
We’re all that remains.
Suddenly the ground starts to shake. We hear the machine
approaching. 1, 7, and the twins run to the missile.
9 (cont’d)
No! Don’t destroy it!
7
What? It’s hunting us! It’ll
never stop! You said it yourself!
9
No. First we have to get themback.
7
It’s impossible!
She continues loading the missile with 1.
9
It isn’t. I have an idea.
1
Enough of your ideas! We need to
load the weapon!
...........................................................
SEQ. 222 - The machine attacks
74.
SEQ. 222 - EXT. THE WASTELAND - CONTINUOUS
The Fabrication Machine appears from BEHIND THE CANNON. The
ragdolls are CAUGHT OFF GUARD and scramble to get away justas its claw
SMASHES down, DEMOLISHING THE CANNON.
The dolls fly back from the blast. 9 is the only onestanding. 9
deliberately walks towards the Machine. 7
rushes over, trying to pull him away.
7
(trying to get back up)
Stop! You’re a fool!
The Machine swipes at 9 with its claw. 7 tries to stop itfrom getting 9.
The Machine sends her flying. She lands
badly and can’t get up immediately. The Machine regroups,

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then begins to re-approach 9. 9 stays put.
9
(insistently)
It powers down right after it takesa soul! Just for a few seconds.
The twins chatter frantically. 7 struggles to get up.
7
No it doesn’t!
9
Yes, it does. You’ll see. I’ll
let it take my soul. Then
after.... take the device.
He points to the talisman on the machine. He stands as the
Machine approaches.
7
But what if you’re wrong?
(begging him)
Don’t do this-
9
I must.
The Machine raises its claw to grab 9 when suddenly 9 isKNOCKED ASIDE and -
1 TAKES HIS PLACE.
9 (cont’d)
No! What are you doing? Stop!
75.
He tussles with 1 but 1 pushes him aside with surprisingstrength.
1
(to 9)
They left us nothing. Nothing.
What right did they have to burdenus? Why did we have to right theirwrongs?
So I refused. I refused
our path. But now... I see... we
cannot refuse it. We are all
that’s left. We must completeour journey.
The Machine raises its claw again and grabs 1.
1 looks over to 9.
1 (cont’d)
Sometimes one must be sacrificed
for the good of many.
With a horrible green glow the machine TAKES HIS SOUL. The
twins look away, distressed.
7
(to 9)
Go! Get away! Hurry!
9

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No--no-
But the machine RISES UP TERRIFYINGLY. It looks for a moment
as though 9 was wrong and they’re all going to be killed.
They all cringe with horror.
But then, as 9 had remembered, the Machine powers down to“digest” 1’s soul.
9 darts in and GRABS the TALISMAN.
The machine, with a terrible shrieking sound, falters, thencrumples, dead.
Sparks and smoke spew from it. Oil bubbles
down its sides. It is lifeless--just a pile of jumbled
machinery.
7 and the twins approach and all of them look down at theTalisman in 9’s
hands and we:

DISSOLVE TO:
76.
...........................................................
SEQ. 240 - Souls Released, Life Renewed
SEQ. 240 - EXT. RUINED CITY, JUST OUTSIDE OF THE SCIENTIST’SHOUSE - NIGHT
Smoke rises from the center of a funeral pyre the dolls havemade.
It is a circular pyre, with spokes reaching out from thecenter.
At the end of each spoke is the burlap skin of one of thefallen ragdolls,
with its number stretched across a pole.
In the center, a small FIRE flickers.
9 stands in front of the last pole, holding 5’s skin in hishands. He looks
down at it in his hands and sadly places itupon the pole, looking up
towards it.
The twins come in with artifacts from the Scientist’s studio.
The journal. The tiny box. They put them down to the side.
9 and 7 take the Talisman and place it IN THE CENTER, infront of the fire.
The Talisman pulsates, vibrates, and shakes, and, finallyBURSTS. A huge
GREEN GLOW reaches up to the sky and theragdolls’ souls emerge.
8 emerges and walks to his number. He nods to 9, 7, and thetwins. They nod
back, acknowledging the fierce warrior.
2 comes out with 5 close behind. 5 places an arm around 2.
6 emerges from the Talisman energy. He sees his key andcaresses it.
1 emerges and comes over to stand next to 9. He nods,
acknowledging that 9 has finally completed the mission. He
looks up to the sky. The others follow his gaze.
Together, spirits and living, they all watch together, and
watch as the beam shoots up to the sky. We see THE SKY
CHANGING, HEALING, RENEWING ITSELF.
A healing rain begins to fall.
77.
The souls of the slain ragdolls now rise and dissipate into

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the healing energy.
9 and 7 watch. 7 puts her arm around 9.
The twins chatter: they’ve taken 6’s key and tried it in the
little box’s keyhole. It opens the box. 7 and 9 go over as
the box is opened:
It is a music box.
As they see themselves reflected in it, they see the word
“HOPE.”
Camera pulls back slowly... revealing a tiny tendril of green
grass growing.
FADE OUT.

THE END:

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