Original LEGEND OF DARKNESS script - First Draft By William Hjortsberg



LEGEND OF DARKNESS						

By

William Hjortsberg 

	TITLES ROLL:

Sequence One

	CLOSE ON a finely-worked Medieval tapestry. In the
	background, beyond the intricate foliage, stands a moated
	castle where a troop of mounted hunters set out for the chase
	with dogs and lances. In the foreground, a lovely young
	maiden heads for the forest, carrying an armful of flowers.
	The forest, stylistically rendered by the weaver's art, has
	numbers of small animals cunningly worked into the warp and
	woof. A Green Man, clad only in leaves and vines, hides
	behind a tree, watching a stately pair of unicorns grazing on
	the greensward.

	TITLES END:

	EXT.	FOREST GLADE - DAY

	DISSOLVE TO:

	The woven image on the tapestry gives way to a pair of white
	unicorns browsing in a sun-dappled glade. A male and a
	female, these animals are of surpassing beauty, their
	tapered, spiralling horns glowing like precious metal. Their
	movements are so graceful that every other living creature
	seems clumsy by comparison. The SOUND of a distant hunting
	horn makes them pause. A second trumpet NOTE is heard. The
	unicorns drift, silent and languid, into the farther reaches
	of the forest.

	EXT.	HILLSIDE OVERLOOKING CASTLE - DAY

	The hunting horn SOUNDS a third time. A young woman still
	close to childhood, fifteen at most, turns back to look at
	the castle in the distance. A troop of armed men rides out
	hunting, accompanied by braying hounds and the blare of
	horns. One of the company is masked and dressed all in black.

	The girl's name is LILI. She is a princess of the distant
	castle and dressed in splendid brocades and silk. In her
	arms, she carries a bouquet of wildflowers wrapped in a lace
	napkin. Like these blossoms, she herself is young and fresh
	and innocent. She sings a simple country air as she runs
	through the waving grass toward the deep woods.

	EXT.	DEEP WOODS - DAY

	On an emerald patch of moss in the shade beneath the
	spreading limbs of chestnuts and oaks, numbers of small
	animals gambol. Squirrels and rabbits, hedgehogs and foxes,
	all manner of creatures leap and frolic about the feet of a
	curious young man. This is JACK 0' THE GREEN. His hair is
	long and unshorn and he wears a costume woven from ivy
	leaves, skins and vines. On his feet are bark sandals. His
	features are tanned berry-brown and woven into his tangled
	locks is a wreath of flowers. He is a legendary "Green Man"
	or "Wild Man" who lives the free life of a hermit alone in
	the deep woods.

	Jack, the "Green Man", feeds morsels of bread and fruit to
	the animals dancing around his feet. He is a friend to all
	the beasts of the forest and carries food for them in a split
	willow basket. Birds fly down and land on his head and
	shoulders, taking seeds and nuts from his lips.

	The musical sound of someone approaching alerts him. His eyes
	have an animal quickness and his instincts are as finely
	tuned as any creature of the wild. The birds fly from his
	shoulders to the treetops. His furred companions dart for
	cover. In three quick bounds, Jack is himself up a nearby
	tree, clinging to a high branch like a cat.

	The Princess Lili comes singing down the path. She spots the
	fallen willow basket and looks around for the Green Man.

                                LILI
                          (calling)
                      Jack ... Hello, Jack ...

	There is no answer. Puzzled, Lili sits on the moss, puts
	aside her flowers, and rummages through the contents of the
	basket. The dried apples, walnuts and sunflowers don't occupy
	her for long. She is annoyed. A princess is not someone to
	trifle with.

                                LILI
                          (continuing, calling)
                      Jack-o'-the-Green?...Green Jack? Oh
                      bother, I know you're here. Why are you
                      so cruel?

	Unseen, high in his tree, Jack-o'-the-Green watches the young
	princess. He is amused by her anger but there is nothing
	malicious about his smile. He climbs quietly to a lower
	branch, hangs suspended for a moment, then drops.

	Jack lands close to the unsuspecting girl. Startled, she
	screams in surprise. Jack laughs at her unwarranted terror.

                                JACK 
                      Greetings, my lady, the green wood is
                      honored.

                                LILI 
                      Oh, Jack, you are a wild man to use me
                      so.

	Jack spies the bouquet of wildflowers and reaches for it.

                                JACK 
                      These for me?

                                LILI
                      If you like.

	Jack gathers up the bouquet, bowing low as he jumps to his
	feet. A blue bird flies out of the greenery and lands on his
	shoulder.

                                JACK
                          (to the bird)
                      She brings a gift as fair as herself.

	EXT.	ANOTHER PART OF THE FOREST - DAY

	The Green Man and the Princess wander together down a
	meandering path. Birds circle about them and numbers of small
	animals scamper shyly at their heels.

                                LILI
                      You promised!

                                JACK
                      Never.

                                LILI
                      But you did ...you did!

                                JACK
                      I may have said perhaps...

                                LILI
                      Liar!

                                JACK
                      Or perchance...

	The distant BLARE of a hunting horn interrupts them. The
	animals freeze, wild-eyed.

                                LILI 
	It's my father, gone a-hunting. The Baron
	Couer de Noir is his guest and must be
	provided with some sport.

                                JACK
                          (bitterly) 
                      Sport, indeed.

                                LILI 
	The Baron is a frightful man. They say
	he's an ogre. He wears a mask so none may 
	see his face.

                                JACK
                      Blackheart. Aptly named.

                                LILI
                      Oh, fie. What about the unicorn?

                                JACK
                      Unicorn?

                                LILI
                      A promise is a sacred oath.

                                JACK 
                      All right. I'll show you something
                      sacred.

	EXT.	A CLEARING BY A STREAM - DAY

	A small meadow: a sun-gilded amphitheatre within the darker
	confines of the forest. At its edge flows a gentle stream. An
	evil-looking viper moves sinuously along the grassy back as
	Jack and Lili step from the concealing shrubbery nearby.

                                LILI
                      Let's rest a minute. I'm so thirsty.

                                JACK 
                      Stop complaining.

                                LILI
                      A gentleman would offer water.

                                JACK
                      Only were he a fool to boot.
                          (pointing)
                      See yon viper?

                                LILI
                          (shuddering)
                      I detest serpents.

                                JACK
                      That viper has envenomed the water. No
                      animal will drink here now.

                                LILI
                      What shall we do?

                                JACK
                      Be patient.

	They crouch together behind the shrubbery.

                                LILI
                      Oh, dear.

                                JACK 
                      What's the matter?

                                LILI 
                      I've lost my napkin. It was all elf-work
                      and lace...I must have dropped it when
                      you startled me so.

                                JACK
                          (rising) 
                      I'll go search it out.

                                LILI
                      Don't leave me now. I fear the unicorn
                      won't show himself without you.

                                JACK 
                      I'm not its master.

                                LILI
                          (touching his arm)
                      The napkin will keep. I'd rather not be
                      alone.

                                JACK
                          (with a smile)
                      Your command is my wish, Princess Lili.
                      

	EXT.	DEEP WOODS - DAY

	A pair of ferocious hounds bray under the tree in which Jack
	was hiding. Another sniffs at a few scattered blossoms and
	Lili's lace napkin lying forgotten on the moss.

	The hunting party rides up at a gallop. At the head of the
	troop are Lili's father, KING GODWIN, pink-cheeked and
	whitebearded; a kind-hearted, elfish man, though weak and
	ineffectual; and BARON COUER DE NOIR, a powerful knight on a
	black charger. His greaves and breastplate are black as
	midnight as is the heavy cloak which envelops him. His hands
	are covered with black gauntlets and a horned black hood with
	a wolf's lupine features masks his face. His voice rumbles
	with dread authority as the party reins to a stop.

                                BARON 
                      What spoor have the hounds for us?

	A lance-bearer dismounts and takes the lace kerchief from the
	dog's foaming mouth.

                                KING GODWIN 
                      My daughter's napkin. That's certain.

	The Baron unstraps a crossbow from his saddle leathers.

                                BARON 
                      We proceed. Have three men restrain the
                      dogs. Don't come until you hear the
                      horns.

	The hunters ride on, leaving the dog handlers to control the
	straining hounds.


	EXT.	CLEARING - DAY

	Lili and Jack wait behind the bushes, watching the stream.

                                LILI 
                      How much longer?

                                JACK
                      Shhhh!

                                LILI
                          (whispering)
                      I am a princess. You have no right to
                      order me about.

                                JACK
                      In these woods you are a commoner. Now be
                      quiet. True royalty approaches.

	ANGLE:	THE STREAM	  (LILI AND JACK'S POV)

	The pair of radiant white unicorns pushes through the
	undergrowth to the edge of the stream.

                                LILI	(O.S.)
                      Ohhhh...they're so beautiful...

	The male unicorn bends his head and dips his golden horn into
	the stream. Soon after, the female begins to drink and
	numbers of small animals, rabbits, mice, and squirrels, creep
	from under cover to drink as well.

                                JACK	(0.S.)
                      The alicorn purifies the water, purging
                      it of all poison.

	ANGLE:	(JACK AND LILI)

	The princess is entranced. A look of utter rapture
	illuminates her features.

                                LILI
                      Such grace ...and their smell; it's
                      ambrosia.

                                JACK
                      They rival the angels of paradise.

                                LILI 
                      Oh Jack, mightn't I touch one? It would
                      thrill me so.

                                JACK 
                      Are you honest?

                                LILI
                      Jack!

                                JACK
                      Tis a fair question. If you be a virtuous
                      maid the unicorn will lay his head in
                      your lap.

                                LILI
                      He'll not flee if I show myself?

                                JACK
                      Not if you be chaste. Tis an
                      awesome test of virginity.

	Jack turns to leave.

                                LILI
                      I've no fear of failure. Your
                      implications are most unbecoming.

                                JACK
                      I'm not your judge ... nor have I any
                      desire to witness the trial.

                                LILI
                      Where are you going?

                                JACK
                      To fetch your napkin.

	Jack pushes through the underbrush and is lost from sight.
	For a moment, the princess is confused and nervous at being
	left alone in such circumstances, but she peers out at the
	unicorns and the sight of such beauty rekindles her resolve.

	Princess Lili steps out of the concealing underbrush and
	walks slowly to the center of the clearing. Her bearing is
	noble and proud, her carriage utterly dignified.

	The unicorns lift their heads from the stream and watch the
	girl's progress. The other smaller animals cease drinking and
	scatter into hiding.

	Lili sits on the grass in the center of the clearing,
	spreading her gown around her. She smiles at the staring
	unicorns.

	The male unicorn grows agitated. His nostrils flare; the
	strong neck arches. Sunlight gleams on the shaft of his
	golden horn as he prances across the stream to the meadow,
	sending multi-hued clouds of butterflies aloft from the
	flowers underfoot.

	Lili smiles at the nimble dancing of the unicorn, seemingly
	drawn to her by an invisible lead. He rears up, whinnying in
	protest, but the lure is too strong, something unspoken
	compels him toward the smiling girl.

	EXT.	ANOTHER PART OF THE FOREST - DAY

	Jack hurries along the overgrown path, running as nimbly as a
	wild stag. The SOUND of approaching HOOFBEATS brings him up
	short. With the instincts of an animal, Jack darts into
	concealment. After a moment, the hunting party rides past,
	sunlight glinting on the steel lance-tips. The Baron holds
	his crossbow at the ready, as black and grim as Death
	himself.

	When the hunters are gone from sight, Jack hurries from his
	hiding place. He realizes something is terribly wrong and
	runs back through the woods, leaping rocks and deadfall logs
	in a desperate attempt to reach the clearing before them.

	EXT.	CLEARING - DAY

	The princess makes no move as the trembling unicorn stands
	before her, the tip of his rapier-sharp horn pressed against
	her breast. At this moment, he could kill her in an instant,
	yet she does not resist or show any fear. Instead, she smiles
	with joy.

	Slowly, the unicorn kneels; first folding his forelegs, then
	settling his hindquarters onto the grass. His limpid eye
	meets Lili's adoring gaze. Without a sound, he settles his
	great head in the virgin's lap, his long white mane spreading
	over her like a shawl.

	ANGLE:	(CLOSE ON LILI AND THE UNICORN)

	The girl strokes the unicorn's head, running her hand
	lovingly down the spiraling horn. The animal seems totally
	in her power. He closes his eyes and nuzzles her bodice.
	Almost without thinking, Princess Lili unbuttons the top of
	her gown, exposing her pale breasts. The entranced unicorn
	immediately begins to suckle like a newborn creature. Lili
	hugs the white head to her bosom, consumed by ecstasy and
	bliss.

	EXT.	EDGE OF THE CLEARING - DAY

	King Godwin, the Baron and his cohorts ride silently up to
	the edge of the clearing, screened from view by the
	surrounding trees. The Baron holds up his gloved hand and
	hisses a whispered command:

                                BARON
                      Hold!

	The other riders rein to a stop. The Baron guides his horse
	closer to the edge of the clearing, parting the branches
	which conceal him.

	ANGLE:	(BARON'S POV)

	Through a fringe of leaves the Baron sees the Princess
	nursing the reclining unicorn, a tableaux at once reminiscent
	of the Madonna and the Infant Jesus.

	ANGLE:	(THE BARON)

	As he inserts a bolt in his crossbow and cranks back the
	string until it is taut. Placing the weapon to his shoulder,
	the Baron takes careful aim.

	EXT.	CENTER OF THE CLEARING - DAY

	Lili croons to the unicorn resting on her breast, a primitive
	melody born of joy. All at once, the sibilant SOUND of an
	arrow's slicing passage rends the still air. The crossbow
	bolt strikes the unicorn in the neck. The startled outcry of
	the wounded beast is far more scream than whinny.

	The unicorn bounds to his feet, spraying the Princess with
	his bright blood. She is torn from her happy reverie by the
	violence of the act. Her own outcry merges with the animal's
	wail of pain.

	The wounded unicorn, followed by his mate, gallops for
	freedom across the clearing.

	The black Baron bursts from the far side of the meadow and
	thunders after the fleeing unicorns. King Godwin is right
	behind, followed by his retinue of lance-bearing hunters.

	Lili leaps to her feet, blood-spattered and horrified.

                                LILI
                          (screaming)
                      No! God! Father, no!

	The horsemen gallop out of sight, accompanied by the call of
	the hunting horn and much eager shouting.

	Jack crashes through the underbrush surrounding the clearing
	and rushes to the side of the anguished Lili, who cowers,
	relacing her blood-soaked bodice.

                                JACK
                          (furious) 
                      What happened?

                                LILI 
                      I don't know. They've hurt the unicorn.

                                JACK
                      Who?

                                LILI
                      My father and the Baron.

                                JACK 
                      Damned hunters. It was a trap, and you
                      were the bait!

                                LILI
                      I didn't know...I didn't ...
                          (sobbing)
                      It was so lovely...he was in my lap
                      like...like a baby... and...I...

                                JACK 
                      They tricked you.

                                LILI
                      My own father...

                                JACK
                      How bad was the unicorn's wound?

                                LILI 
                      It happened so fast. He was hurt and ran
                      away.

                                JACK
                      He did run?

                                LILI
                      Oh, yes, and the mare with him.

                                JACK 
                      Good. They'll never catch him. There's
                      not a mount in the kingdom can outrun a
                      unicorn.
                      

	EXT.	DEEP IN THE FOREST - DAY

	Flecked with froth and blood, the male unicorn bursts from a
	thicket in full flight. Wild-eyed, the female is right
	behind. They pause for a moment, sides heaving as they gasp
	for air. In the distance, the SOUNDS of braying hounds and
	the musical NOTE of the hunting horn start them running
	again.

	EXT.	FOREST - DAY

	Led by the Baron and the red-eyed hounds, the hunting party
	thunders through the woods in full pursuit of the unicorns.

	One of the riders has a hunting horn coiled round his
	shoulder. He blows a single, sustained NOTE as he gallops
	past.

	EXT.	POND IN THE FOREST - DAY

	The pool is a crystalline jewel, surrounded by moss-covered
	stones, the tranquil water reflecting the overhanging trees.
	Lili kneels by the edge, washing the blood from her
	embroidered dress. Jack watches her, reclining on a gnarled
	tree-root nearby.

                                JACK 
                      There are many would pay a king's ransom
                      for a few drops of unicorn blood.

                                LILI
                      I don't want it on me.

                                JACK 
                      Its powers are strong.

                                LILI 
                      I don't want to be reminded of what
                      happened.

                                JACK 
                      Do you think memory can be washed away
                      like a few spots of blood?

	EXT.	FOREST STREAM - DAY

	The war-like SOUNDS of the hunting party grow nearer as the
	two unicorns pause in their flight to drink from the stream.
	Tenderly, the mare nuzzles the stallion's neck near where the
	dart cruelly rends his flesh. The two animals exchange a look
	of understanding. The situation is desperate, their pursuers
	very near. The stallion motions upstream with his head and
	his mate sadly comprehends. She starts slowly upstream,
	looking back over her shoulder. The hunting horn BLARES,
	nearer still. The stallion whinnies at the mare and she
	replies before plunging up the stream to safety while her
	mate remains behind awaiting his destiny.

	EXT.	NEAR FOREST STREAM - DAY

	The hounds are frantic now, the scent very strong. They lope
	ahead of the riders, baying like demons from hell. The Baron
	is right behind, leading the hunters in a daredevil chase
	through the woods. In their helmets and chain mail, with
	steel-tipped lances glinting on high, they are as fearsome as
	an army of fiends.

	ANGLE:	(HUNTER'S POV)

	Ahead, through the trees, the wounded male unicorn is
	glimpsed standing alone by the stream. The dogs' howling
	grows furious. The hunters SHOUT and BELLOW.

	EXT.	FOREST STREAM - DAY

	The dogs break from the forest and hurl themselves at the
	unicorn. With a swift jab, the stallion impales the first
	hound on his horn and sends him flying. Just as the pack of
	hunters emerges from the woods, the unicorn takes off,
	leaping over the heads of the snarling hounds, darting away
	between the trees. The hunters and their dogs are in close
	pursuit, eager now for the kill.


	EXT.	POND IN THE FOREST - DAY

	Lili and Jack sit among the roots and mossy rocks bordering
	the still pool. A shaft of golden light angles down through
	the cathedral arching of tree limbs above them. Lili's dress
	is cleansed of blood and she reclines against a tree trunk,
	sadly singing a simple ballad in a clear, soprano voice. Jack
	is entranced. His teasing look has transformed into a gaze of
	utter adoration.

                                LILI
                          (singing) 
                      Once there was a lady fair, 
                      Rode out on her milk-white steed; Roses
                      and dewdrops woven in her hair And in her
                      heart: the devil's seed.

                                 
                      Sweet William did a-hunting go, All in
                      the deep wood where faeries dwell. From
                      dawn til dark roamed he to and fro Lost,
                      0 lost, all under their spell.

                                 
                      Came he at last to where bluebells grow,
                      And he heard them ring, tis true to tell.
                      And he lay him down and did not know. The
                      flower's sound was his own death knell.
                      For while he slept came the lady fair,
                      And gathered him up behind her saddle.
                      Now, all ye young hunters, of bluebells
                      beware; For Sweet William rode straight
                      through the gates of Hell.

	EXT.	RIVER ESTUARY - DAY

	A broad river flows toward the sea, divided into multi
	branched channels across acres and acres of mud flats. The
	surf curls and crashes in the distance. Shore birds probe the
	muck with their curved bills.

	The wounded unicorn breaks from the green line of trees along
	the edge of the estuary. The SOUNDS of dogs and hunting horns
	can be heard close behind. Without pausing, the stallion
	gallops frantically out onto the mud flats.

	The unicorn's sides are streaked with blood and sweat. A
	bright red froth bubbles on his nostrils. His eyes are wide
	with panic.

	The thick mud underfoot sucks at the unicorn's galloping
	hooves. All at once, the unicorn stumbles and falls,
	cartwheeling in the muck. He struggles to regain his feet,
	but slips again, floundering.

	The hunters ride out of the trees and rein-in at the edge of
	the estuary. The howling dogs struggle across the mud toward
	the fallen unicorn.

	EXT.	POND - DAY

	Lili and Jack under the tree. The princess smiles at the
	adoring boy, toying with her golden ring, which she pulls on
	and off her finger.

                                JACK 
                      Not even the birds sing sweet as you.

                                LILI
                          (laughing)
                      Jack...Green Jack, you mustn't flatter me
                      so.

                                JACK
                      Tis the truth.

                                LILI 
                      A maid must beware of flattery...Me
                      thinks you want to kiss me.

                                JACK 
                      There's no happier thought under heaven.

                                LILI 
                      If I were your bride, would the kissing
                      ever stop?...Do you wish to marry me,
                      Jack?

                                JACK 
                      My lady mocks me.

                                LILI 
                      Nay, Jack, I'm but wary of your
                      intentions.

                                JACK 
                      My heart intends no more than that you
                      love me as I do you.

                                LILI
                      Oh, la...

	EXT.	ESTUARY - DAY

	The unicorn struggles in the mud, hopelessly mired, when the
	dog pack converges upon it. Baying and snarling, the dogs
	surround the stallion, nipping and harrying. The unicorn
	fights back, thrusting his terrible horn, impaling an unwary
	hound that ventured too close.

	The hunters watch from the bank, awaiting their leader's
	command to close in for the kill. The Baron dismounts,
	holding his crossbow. He hands his reins to King Godwin.

                                BARON 
                      The quarry is at bay. Attend me here
                      while I make the kill.

	Black cloak whipping in the wind, the masked Baron strides
	out onto the mud flats, relentless as the spectre of Death.

	The sky above darkens. Black storm clouds gather and the
	ominous RUMBLE of thunder troubles the grim landscape.

	EXT.	POND - DAY

	The light has changed. It is darker now. A distant peal of
	thunder is HEARD.

                                JACK
                      I'm afraid it may storm.

                                LILI
                      Let it. Haven't you a cozy
                      bower we might hide in?

                                JACK
                      Tis not fit for a princess.

                                LILI
                      Be it fit for your wife, Green Jack?

                                JACK
                      I have no wife.

                                LILI
                      Then, perchance you'll marry me.

                                JACK
                      If wishes were horses even beggars would
                      ride.

                                LILI
                      Do you wish it, Jack?
                          (showing him her ring)
                      Wish you this our wedding band?

                                JACK
                      What if I answer yes? Will my wish come
                      true?

	Laughing, Lili throws her ring high over their heads. Tracing
	a golden arc through the air, the ring lands with a splash in
	the center of the pond.

                                LILI 
                      Fetch my ring and you may take me for
                      your wife.

	It is obvious from her mocking attitude that Lili is teasing,
	but Jack is serious. He strips off his leaf-and-fur vestments
	and dives headlong into the pond.

	EXT.	ESTUARY - DAY

	The Baron's heavy black boots splash across the shallow water
	of the estuary as he bears down on the harried unicorn. The
	frantic trapped stallion is within range now and the Baron
	lifts his crossbow to his shoulder, the wolf mask leering and
	demonic as he takes aim.

	The Baron fires. The bolt strikes the unicorn's flank,
	piercing his ribs. A froth of lung-blood foams into the mud.
	The stallion screams. His frightened eye is bright and
	staring.

	EXT.	BENEATH THE SURFACE OF THE POND - DAY

	Slowly, the golden ring drifts downward, tumbling end-over
	end in a lazy spiral to the dark and muddy bottom.

	Jack's pale, near-naked form stabs through the crystal water,
	a trail of silver bubbles streaming in his wake like a
	comet's tail. He strokes down into the murk, tendrils of
	water-weed swirling about him. In the distance, the
	tantalizing glint of the drifting ring lures him on.

	The ring settles into the mud on the bottom, concealed by
	waving weeds and algae. Jack searches blindly for it, groping
	with his hands as billowing clouds of silt rise about him.

	EXT.	SKY - DAY

	The black clouds boil and crash, thunderheads mounting one
	upon another in a dark maelstrom. Jagged lightning splits the
	sky. The heavens are in a tumult.

	EXT.	ESTUARY - DAY

	The Baron's dark figure looms over the fallen unicorn. His
	gloved hand reaches out and grasps the ivory horn, wrenching
	back the animal's head. The Baron's glove smolders and burns
	as if the horn was a white-hot poker. The stallion's shrill
	whinny is cut short when the Baron lops off his head with a
	single, brutal stroke of his broadsword.

	The ROAR of thunder seems to crack the sky apart. For a long
	moment, the Baron stands holding his grisly, dripping trophy
	by the single horn, staring up at the raging dark sky as his
	black cloak whips about him in the ferocious wind.

	EXT.	BENEATH THE POND - DAY

	His lungs about to burst, Jack can no longer continue the
	search for the ring. He turns and looks up at the surface
	which has grown quite dark. With frantic strokes, he races
	upward only to bump his head into something solid at the top.
	Terribly frightened, he finds the surface covered by a sheet
	of ice.

	Jack pounds his fist against the obstructing ice and succeeds
	in punching through it, thrusting his gasping head out into
	the air.

	EXT.	POND - DAY

	Bewildered, Jack crashes through the ice toward shore. The
	woods have changed utterly. In place of the bountiful foliage
	of midsummer, the trees are stripped and bare. The wind
	howls, driving a fine stinging snow through the naked
	branches. Overhead , the sky is dark and ominous. Jack
	stands, confused and shivering, realizing in his bewilderment
	that the girl is gone!

                                JACK
                          (calling out)
                      Lili!...Princess Lili.
                      Where are you?...

	There is no answer other than the hollow echo of his words
	lost on the wind. It is bitterly cold. Jack's wet hair
	freezes into strands of icicles. He finds his clothing,
	wrapping himself in his fur vest.
	His leafy cloak is inadequate for this weather and he hurries
	off, calling for the girl as he searches for shelter.

                                JACK
                          (continuing)
                      Lili...answer me...Lili ...


	EXT.	DEEPER IN THE FOREST - EVENING

	The snowstorm has built-up into a full-scale blizzard. Jack
	staggers into the wind. A large rock overhang provides
	shelter and Jack scrambles underneath.

	Jack scrapes together a small pile of twigs and leaves.
	Taking a flint and steel from his shoulder pouch, he starts
	busily striking sparks.

	A small fire burns vigorously under the overhang. Jack warms
	himself and feeds sticks into the flames. It grows darker.

	EXT.	A TREE NOT FAR AWAY - EVENING

	Princess Lili hides shivering behind the tree, watching Jack
	and his fire. Her hands are out of sight, tucked in the folds
	of her gown for warmth. Although she is cold and frightened
	she makes no move to expose herself or to join the Green Man
	under the overhang.

            ANGLE:	(CLOSE ON LILI)

	Lili's lovely face contorts with sorrow. A single tear starts
	in her eye and drops to her cheek, where it freezes like a
	diamond beauty spot. Lili reaches up to wipe away the frozen
	tear. Her hand is horribly transformed. Coarse black hairs
	sprout along her wrist and down her slender fingers. In place
	of delicately tapered nails grow wickedly curved claws. It is
	a hand more animal than human. Lili regards it with disgust.

	EXT.	FOREST - EVENING

	With Jack's small fire flickering faintly in the distance,
	Princess Lili slinks away into the deep forest, eager to hide
	herself and her shame.

	EXT.	OVERHANG - NIGHT

	Jack is sleeping. He leans back against the rock wall,
	wrapped in his cloak. The fire crackles brightly before him,
	casting animated shadows in all directions.

	A high-pitched, cackling LAUGH causes Jack to sit bolt
	upright; wide-eyed and completely awake.

                                JACK
                      What?...Who's there?

	ANGLE:	(JACK'S POV)

	Glowing like foxfire in the darkness, a semi-circle of
	luminous green eyes surrounds Jack's campfire.

                                JACK	(0. S.)
                      Who is it? Speak up.

	A second odd LAUGH is his only answer

	ANGLE: 	(JACK)

	Jack is afraid. He reaches into the folds of his cloak for
	his knife, a small practical affair, hardly a weapon at all.

                                JACK
                      Who are you?...Answer me!

	Laughing still, a small man, an elf no more than knee-high
	steps into the firelight. He carries a tiny harp and a pair
	of pointed ears sprout from the wild tangle of his hair. His
	bright clothing is everywhere tassled and embroidered with
	flowers. At first glance, it is hard to tell whether his face
	resembles a new-born babe or a wizened old man. His name is
	HONEYTHORN GUMP.

                                GUMP 
                      So, Jack...think you be a Green Man and
                      not know Gump.

                                JACK
                      Gump, is it?

                                GUMP
                      Aye, Honeythorn Gump, come to serenade
                      you, Jack... come to make you dance.

                                JACK
                      I'm in no mood for dancing.

                                GUMP 
                      Oh, but you will be, Jack... Think you to
                      sleep in a faerie ring and not spend the
                      night a-dancing?

                                JACK
                      Faerie ring?

                                GUMP
                      To be sure.

	Gump steps back and sweeps away the snow with his cap like an
	overzealous house porter. A ring of red toadstools is
	revealed.

                                GUMP (CONT) 
                      A lively reel twill warm your bones.

	Gump throws a handful of herbs onto the fire and the flames
	leap high, revealing the watchers whose eyes glowed in the
	dark. Sitting in a semi-circle just outside the faerie ring
	are a number of foxes, wild goats, hares, weasels and
	badgers.

                                GUMP (CONT)
                      Here be your partners, Jack.

	Gump begins to strum a wild, haunting melody on his harp. The
	animals leap into the faerie ring and, linking paws, start a
	frantic circular dance around the bewildered Jack.

                                JACK 
                      No! Tis not the time! I want no part of
                      your frolic.

                                GUMP
                      Dance, Jack! The night's but begun.

	Jack cannot resist. He is drawn into the wild dance. Grabbing
	hold of a fox's paw, he joins the circle, leaping and
	cavorting to the maddening music.

	The tempo increases; the music growing ever-more manic as the
	crazed dancers whirl and caper. Jack seems in a panic, dancing
	against his will, a prisoner of the frenzied harp-strumming.

                                JACK
                          (screaming)
                      Stop it!...No more ...

	Gump pays no attention to his pleas, jumping wildly up and
	down as he flails at his harp.

                                GUMP 
                      Round and round and round and round,
                      Before you're lost ye must be found.

	Jack's face is a mask of agony; the dance pure hell. With a
	supreme effort of will, he wrenches free from the fox's grasp
	and hurls himself to the ground by the fire.
	The rhythm disrupted, the other animal dancers continue
	awkwardly as the music stops. Gump is furious.

                                JACK
                      Enough!

                                GUMP
                      And how is it a mortal dare dictate to
                      the faerie folk? Is me music not to your
                      liking? Mayhap the dance
                      of death be more your pleasure.

                                JACK
                      No...I...I need to rest.

                                GUMP 
                      You'll have a long, long rest in the
                      tomb, me lad.

                                JACK
                          (gasping)
                      I meant no disrespect.

                                GUMP 
                      Didn't you now? Well then, answer me this
                      riddle and all be forgiven.

                                JACK 
                      And if I cannot?

                                GUMP 
                      Why, Jack, then tis your death song I'll
                      be strumming.

	The animal dancers have stopped their frolic and stand
	solemnly watching the bewildered Green Man.

                                JACK 
                      Ask away, and pray God my answer pleases
                      thee.

	Gump grins maliciously and strums a melancholy chord on his
	harp.

                                GUMP
                      What is a bell that does not ring, Yet,
                      its knell makes the angels sing?

	Gump laughs, knowing full-well Jack can't solve his riddle.
	Jack frowns in concentration, then breaks into a broad grin
	as the memory of Lili's song rushes back to him.

                                JACK
                      It's bluebells!

                                GUMP
                      What!

                                JACK 
                      The flower. Bluebells. To hear them
                      ringing means your life's at an end.

	Gump hurls his harp to the ground and stomps on it.

                                GUMP 
                      Damnation! Codfish and cockles! Gammon
                      and trotters! You've bested me, Jack.

                                JACK 
                      A riddle without an answer is but an
                      empty cup when you're thirsty for wine.

                                GUMP
                          (pleased with this)
                      Well spoke. True to the mark. And if it's
                      wine you're wanting, it's wine we shall
                      have.

	Honeythorn Gump strides to the rear of the overhang and,
	brushing away the concealing cobwebs, ferns and moss, reveals
	a small wooden door built into the rock itself. Gump throws
	open the door and bows low for Jack to enter.

                                GUMP	(CONT)
                      You be our guest, Jack.

                                JACK
                          (returning the bow) 
                      I'm honored, Honeythorn Gump ...but no
                      more tricks.

                                GUMP 
                      You have me word, lad. To answer a faerie
                      riddle deserves as much.

                                JACK 
                      Twas the Princess Lili gave me the
                      answer...have you seen her, by chance?

                                GUMP 
                      I've laid eyes on no mortal but you this
                      day, Jack.

                                JACK 
                      I fear she's lost.

                                GUMP 
                      Mayhap you be the one what's lost, and
                      she safe by the castle hearth...but, come
                      Jack, we'll warm your bones.

	Gump moves to the fire and pulls a burning brand from the
	flames. As he does so, the animal dancers subtly shift and
	change, their forms dissolving like mist in the morning sun,
	transforming into faerie creatures. The fox becomes a lithe,
	winged female wood nymph; the badger, a squat goblin. The
	other animals change into a variety of pixies, gnomes and
	brownies, all chattering and singing in an ancient, musical
	tongue.

	Gump leads the way through the door in the rock, followed by
	Jack and the teasing faeries.

                                GUMP
                          (singing)
                      There was a wee faerie lived
                      under the hill, Hey, riddle-diddle and
                      nickety-noo; And if he's nae gone he's
                      living there still, Nickety, nackety, noo
                      noo-noo

	INT.	TUNNEL - NIGHT

	A narrow tunnel winds under the hill, twisting down between
	gnarled tree-roots and projecting splinters of ancient bone.
	A rickety set of wooden steps has been built in this tunnel
	and Gump leads the precarious way down into the earth,
	holding his torch on high and singing for all his worth. The
	other faeries tease Jack, jabbering and twitting and they
	pull his hair and tug at his clothing. Jack does his best to
	ignore them and, at the same time, maintain a brave demeanor
	as he struggles for balance on the creaking stairs.

                                GUMP
                          (singing)
                      The name of this faerie was
                      Honeythorn Gump, Hey, riddle diddle and
                      nickety-noo;
                      The sound of his harp made the mortals
                      all jump,
                      Nickety, nackety, noo-noo-noo.

                                 
                      At the stroke of midnight, in the light
                      of the moon, Hey, riddlediddle and
                      nickety-noo; All the faeries dance to
                      Honeythorn's tune, Nickety-nackety, noo
                      noo-noo ...

	INT.	SUBTERRANEAN HALL - NIGHT

	Gump guides the procession in to a vast underground hall,
	hung with fine tapestries and filled with all manner of odd
	and ancient wonders: Roman armor, bits of mosaics and marble
	statuary, etc. A long wooden trestle table stretches down the
	center of the hall, set with burning candles, bowls of fruit
	and nuts, golden goblets of every shape and size.

	Gump tosses his torch into an open, glowing fire-pit, the
	smoke drifting up to the shrouded tree-roots above.

                                GUMP 
                      Here we be. And fit for a king if I say
                      so meself.

	Jack is properly awed.

                                JACK
                      Tis splendid. I feel I must be dreaming.

	This delights the faeries, who twitter with laughter as they
	buzz around Jack, guiding him to the carved High Seat at the
	head of the table.

                                GUMP
                      Indeed, me lad. And if life is a dream,
                      better you dread the waking.

	Several rows of wine casks are ranked against one wall. Gump
	seizes a large flagon from the table and fills it with
	sparkling elderberry wine.

	Jack sits somewhat uncomfortably in the High Seat with its
	ornately carved dragons and basilisks entwined about him. The
	beautiful wood nymph hovers by his side, smiling and
	whispering in his ear.

	Gump fills Jack's goblet from the flagon and sets about
	filling the others in turn down the table. Jack is
	embarrassed by the wood nymph's obvious attentions.

                                JACK 
                      Make her stop it, will you Gump...please!

	Gump snorts.

                                GUMP
                      Why, Jack-lad, she likes you, is all. And
                      what hot-blooded hero wouldn't welcome
                      the affection of a fair nymph like Oona
                      here?...If your blood runs so cold, boy,
                      you be a corpse before your time.

                                JACK
                      What does she want from me?

	OONA, the wood-nymph giggles wildly and covers Jack's cheek
	with kisses as she hovers at his side.

                                GUMP 
                      Fool question, lad. Drink up and warm
                      your blood. You'll find the answer at the
                      bottom of your cup.

	Gump motions with his flagon for Jack to drink, but the Green
	Man merely lifts his goblet and stares dolefully at the
	contents.

                                GUMP	(CONT) 
                      Elderberry wine. No finer drink under
                      heaven

                                JACK
                      It looks...er, delicious...
                          (sniffing his cup)
                      Such a fine bouquet...very aromatic ...

                                GUMP 
                      Are ye afraid of me wine? Did your momma
                      tell ye never to take food nor drink from
                      the Wee Folk? Think if ye sup with the
                      faeries you'll be enchanted?

                                JACK
                      Well...I...I don't want to be rude,
                      but...it's generally known that ---

                                GUMP 
                      Generally known! What general ever knew
                      more than to lace up his boots?

                                JACK 
                      Please don't misunderstand. I am grateful
                      for your hospitality and --

                                GUMP 
                      He is afraid of enchantment! Will you
                      listen to the fool prattle on.

	All the faeries and goblins burst into raucous laughter.

                                GUMP	(CONT)
                      Here the world is turned upside down;
                      precious summertime frozen into a wintry
                      memory;
                      the underworld unleashed and all spirits
                      walk the earth at will...this be the
                      state of things and the blamed fool won't
                      take a sip of wine for fear of
                      enchantment!

	Jack swallows his fear. He stares hard into his cup and in a
	single decisive moment, drains it to the bottom. The faeries
	all clap and cheer. Oona gives him a big hug.

                                JACK 
                      But...but, why?

                                GUMP 
                      Big question that, lad. Why, what?

                                JACK 
                      Why has this happened to the world? Why
                      is it winter now, and dark?

                                GUMP 
                      Aye. Honeythorn Gump'd be a powerful
                      wizard indeed could he answer.

                                JACK 
                      Don't you know?

                                GUMP 
                      If you're looking for enchantment, Jack,
                      that I can give thee ...

	Gump screws up his face with concentration and gestures with
	his emerald ring. All at once, the carved dragons and
	serpents on Jack's chair seem to come alive. They writhe out
	of the woodwork, sinuous and evil. Jack is terrified as they
	wrap about him, pinning his arms and chest to the chair as
	Oona and the other faeries laugh with malicious glee.

                                JACK
                      No!...Stop it now ...please!

	Gump snaps his fingers and the chair is but a chair again,
	the carved snakes mere decoration.

                                GUMP 
                      That much magic I can offer ye, a small
                      measure of entertainment at best. Making
                      the world a frozen hell is beyond me
                      modest powers.

                                JACK 
                      Then, what's gone wrong? Why did it
                      happen?

                                GUMP 
                      If ye want more tricks, I'm your man, but
                      for big questions ye must go elsewhere.

                                JACK
                      Don't you care about what's happened?

                                GUMP 
                      Course we care. What good's the world
                      locked in a season of death. Frozen up,
                      no folks to scare out of their wits on a
                      summer's night; no babies to tickle; no
                      more spells to cast...Think that's an
                      enjoyable prospect?

                                JACK
                      There must be an answer somewhere.

                                GUMP
                      True...But it won't come easy or free. If
                      ye want to ask, ask Jenny Greenteeth.

                                JACK
                      Jenny Greenteeth? Who's she?

	At the mention of the feared name, all the faeries jabber and
	chatter frantically.

                                GUMP 
                      Someone worthy of respect, lad. She be a
                      water spirit, lives in a bog down at sea
                      side. Hideous creature to look at, even
                      by my doubtful standards; devours little
                      children, she does, when she can catch
                      them.

                                JACK
                      How is it this hag knows the truth?

                                GUMP 
                      Think there be truth only in beauty, lad?
                      If you've the courage to ask and take
                      care to avoid her terrible claws, Jenny
                      Greenteeth has the answers you seek.

                                JACK
                      Will you lead me to her?

                                GUMP 
                      Aye. On the morrow we go, but tonight...
                          (he lifts his flagon high)
                      tonight is for making merry.

	Gump drinks the flagon down. The other faeries and Jack join
	in the festivities, lifting their goblets in a single,
	raucous toast.
            

	EXT.	FROZEN STREAM - DAY

	It is shortly after dawn, but the feeble winter sun provides
	little warmth or light. The gray day has the appearance of
	perpetual twilight. From the rear, we easily recognize
	Princess Lili as she moves toward the frozen stream. Her fine
	embroidered dress is soiled and torn, her long, unbound hair
	matted and stuck with burrs and twigs. She's had a rough
	night in the open. At the stream's edge she kneels, her back
	still to the CAMERA.

	ANGLE:	(CLOSE ON THE FROZEN STREAM)

	Lili's furred, claw-like hand reaches out and wipes a
	covering of snow from the ice. The frozen surface of the
	stream provides an uneven mirror which makes the reflection
	of Lili's face appear even more monstrous.

	ANGLE: 	(LILI)

	The distant SOUND of LAUGHTER and SINGING, causes Lili to
	look up from the ice. Her face is hideously transformed.
	Sharp fangs jut out over her lower lip. Her nostrils are wide
	and flaring. Patches of hair sprout on her cheeks. Her ears
	are pointed.

	She reacts to the strange sound like an animal, sniffing the
	air. And, like an animal, she stealthily creeps off, ducking
	between the frozen trees like a carnivore stalking her prey.

	EXT.	WOODS BY ESTUARY - DAY

	The SOUNDS of SINGING grow nearer as Lili creeps through the
	woods, hiding herself behind the trees.

	ANGLE:	(LILI'S POV)

	Out on the marsh, the troop of elves and faeries is led by
	Gump and Jack. The procession shimmers and sparkles, and Lili
	shrinks back from the joyous proceedings, hiding herself in
	shame.

	EXT.	ESTUARY - DAY (C.U. UNICORN'S HEAD)

	The severed head of the stallion unicorn lies, half-buried,
	in the muck. A croaking raven perches on the small stump of
	horn remaining, probing his beak into the hollow eye-socket.
	At the sound of the faeries' MUSICAL approach, the bird
	spreads his wings and flies off.

            ANGLE:	(THE FAERIES)

	Jack and the faeries hurry to the spot where the dead unicorn
	lies. The body is stretched out several yards away from the
	severed head. No one speaks. The awesome spectacle silences
	the procession's glad singing. Even some of the magic sparkle
	seems to have left the faeries as they stand, grouped like
	mourners, around the dead unicorn.

                                GUMP
                          (sadly)
                      Mortals at their foolish pleasures,
                      Rob the Earth of all her treasures...

	Jack kneels beside the dead unicorn, dumb with sorrow. He
	runs his hand along the hollow flank of the fallen animal.
	One of the evil Baron's barbed bolts stands straight out of
	the unicorn's neck and Jack yanks it free with a sudden pull.
	He is about to hurl the weapon far out into the swamp when he
	thinks better of it and pushes the bolt into his belt.

	Gump silently motions with his head and starts away from the
	unicorn's body. The other faeries follow dejectedly. Jack is
	the last to leave, staring down at the mutilated animal as
	the anger inside builds to a fury.

	EXT.	JENNY GREENTEETH'S BOG HOLE - DAY

	A fearful slimy place. The roots of a rotted oak twist down
	into the murky water like dead men's fingers. A foul green
	slime floats on the surface. Several splintered bones
	protrude from the mud at the water's edge.

	Gump and the faeries stop a good ways off. They can feel the
	potent evil of the spot and dread it. Any semblance of joy
	has left them. Gump's demeanor is as dour and severe as a
	schoolmaster's.

                                JACK
                      Are we here?

                                GUMP
                      Aye.
                          (pointing)
                      That foul wallow be where Jenny
                      Greenteeth dwells. Oona...lure her out.
                      Play the part of a girl-child.

                                JACK
                      What do I do?

                                GUMP 
                      Don't get caught, that's what! She'll
                      suck your bones like honey-comb.

	Gump reaches into his jerkin and produces a small ivory
	mounted hand-mirror. He gives this to Jack.

                                GUMP	(CONT)
                      Here now. Toss her this when
                      you've the chance. Jenny
                      Greenteeth can't resist the sight of
                      herself in a glass. She's terrible vain.
                      Praise her beauty and you'll lull her
                      sweet as a babe in a cradle.

                                JACK
                          (not so sure)
                      And if she thinks me a liar?

                                GUMP 
                      Fie on what she thinks! You mind her
                      claws and teeth... Cast your spell, Oona.

	At Gump's command, the faerie Oona begins to spin. She twirls
	into an iridescent blur, surrounding herself with a Cocoon of
	light, and when she slows, she has metamorphosed into the
	image of a four year old girl with pink cheeks and golden
	ringlets.

	Skipping and singing, the transformed Oona makes her way
	around the edge of the bog. Jack follows, somewhat unsurely,
	at a safe distance.

	The apparition of the little girl kneels by the bank. There
	is a slight disturbance on the scummy surface of the water,
	as if a sudden, localized wind had sprung up. All at once,
	like a serpent rising from the depths, a bony, mottled-green
	arm thrusts up through the slime, the clawed fingers
	clutching for the child.

	Even as the fierce talons close on their prey, the "child" is
	gone in a dazzle of light and the winged, laughing Oona
	hovers high above the bog, looking down on the fearsome and
	outraged JENNY GREENTEETH.

	The water hag is the color of a decomposing corpse. And like
	a corpse, her ragged flesh and hair seem to be peeling in
	tatters from the emaciated body. Her nose has caved in, and
	her rotted lips betray a mouthful of fearsome fangs. She is
	furious at having been tricked and rails at Oona.

                                JENNY
                          (raging)
                      Rat-spittle and toad-breath! Damned,
                      accursed cross twixt a she-bat and a
                      bullfrog! How dare you use Jenny
                      Greenteeth so?

	Jack takes advantage of the hag's distracted fury to rush up
	and toss the hand mirror in front of her.

                                JACK
                      Forgive us...er, fair one,
                      we wanted only to bring a gift.

	Jenny seizes the mirror as eagerly as if it were food.

                                JENNY 
                      What's this now?

                                JACK 
                      I bring you the only treasure worthy of
                      your loveliness...for naught else in the
                      universe rivals the reflected glory of
                      your beauty.

                                JENNY 
                      Well spoke, boy. You have discerning
                      taste for one so young...Just who might
                      you be?

                                JACK
                      They call me Green Jack, ma'am.

                                JENNY 
                      Come closer then, Jack, that I might give
                      you proper thanks.

                                JACK 
                      Your fair smile be thanks enough. Better
                      I stand afar to admire your beauty
                      complete.

	Jenny Greenteeth cannot resist the mirror and preens before
	it in a hideous parody of a young woman at her toilette.

                                JENNY
                      Think me fair, do you, Jack?

                                JACK 
                      The moon herself would hide behind a
                      cloud rather than dare comparison with
                      you...

                                JENNY 
                      The moon is too round of face, methinks.

                                JACK 
                      The sight of you makes flowers seem like
                      dross. All the heavenly angels must envy
                      your grace.

                                JENNY 
                      I like well your conceit, Jack. Tis rare
                      to find an honest lad in this troubled
                      world.

                                JACK 
                      Aye. And it is the trouble befallen us
                      that brings me here. I entreat you to
                      tell me the cause of our surrounding
                      sorrow, most lovely of the lovely.

                                JENNY 
                      Dear lad, what does winter bespeak but
                      death? It is a time of mourning. This
                      calamity is a curse. Something wondrous
                      and beautiful has been taken from the
                      world.

                                JACK 
                      A unicorn's been slain. The last stallion
                      in all this country.

                                JENNY 
                      Why then, there thou hast. We be lucky
                      worse has not befallen us.

	Jack pulls the Baron's crossbow bolt from his belt to show to
	Jenny.

                                JACK 
                      Here be the death weapon; the unicorn's
                      blood dry upon it.

                                JENNY
                      Couer de Noir! A demon if the Devil ever
                      made one.

                                JACK 
                      He chopped off the horn and left the rest
                      to rot.

                                JENNY
                      That would be the Baron's way. There'll
                      be no light or life in the world until
                      the alicorn is taken from him and he
                      vanquished.

                                JACK
                      How do I get the horn back?

                                JENNY 
                      You'll need the fastest steed alive, for
                      Couer de Noir's castle rests at the very
                      edge of the earth. Only the sharpest
                      sword and the golden armor of Achilles
                      will protect you from his fury.

                                JACK
                      Where do I find the Baron's castle?

                                JENNY 
                      Follow the raven in her flight, Follow
                      old black wing to the edge of night...

                                JACK 
                      Not very precise directions.

                                JENNY 
                      Come sit beside me, sweet boy, and I'll
                      draw you a map.

                                JACK 
                      Nay. Tempting as your invitation be. Tell
                      me one thing more.

                                JENNY 
                      Ask away, sweet man.

                                JACK 
                      What became of the princess?

                                JENNY
                          (miffed)
                      Princess? I know of no princess.

                                JACK 
                      Princess Lili, Godwin's daughter. She was
                      with me when calamity struck, but after I
                      could find no trace of her.

                                JENNY
                      Is she fair, this princess?

                                JACK
                      Exceeding fair.

                                JENNY
                          (angry and jealous)
                      As fair as me?

                                JACK 
                      T'would be to compare one star with
                      another in the summer sky.

                                JENNY
                      She's dead!

                                JACK
                      No!

                                JENNY 
                      Dead, dead, dead.

                                JACK 
                      I don't believe you.

                                JENNY 
                      Far as you're concerned she's dead,
                      believe it or no.

	Jack is deeply struck by this disclosure even though he
	doubts it.

                                JACK
                      This is sad news, be it true.

                                JENNY
                      Don't be sad, Jack, not with me here to
                      give you cheer.

                                JACK
                      Tis not the time to speak of cheer.

                                JENNY
                      You'll visit again?

                                JACK
                          (sadly)
                      As a hummingbird returns to the fairest
                      blossom.

                                JENNY
                          (with a sigh)
                      What a fine meal you'd make, be the rest
                      of you sweet as your tongue.

	Jenny Greenteeth slips abruptly back under the foul surface
	of her bog hole. Jack returns to Gump and the other faeries.


                                JACK 
                      The princess is dead.

                                GUMP 
                      Lamentable news, Jack...but -tis the fate
                      of the living concerns us now.

                                JACK 
                      Did you hear? Twas the killing of the
                      unicorn caused it.

                                GUMP
                      Aye.	Black Baron's mischief.

                                JACK 
                      If the horn be restored the curse is
                      ended.

                                GUMP
                      Time for a champion. Can you do more than
                      pick acorns and rob bird's nests, Jack?

                                JACK 
                      I'll do what I have to do, for Princess
                      Lili's sake!

                                GUMP
                          (clapping Jack on the back)
                      Bravely spoke. You've the heart of a
                      champion, true enough.

                                JACK 
                      Twill take more than heart. Where do we
                      find the armor of Achilles, for a start?

                                GUMP 
                      I know where to find it. Taking
                      possession be another matter.


	EXT. LINDFARNE MOUND - DAY

	The Lindfarne Mound, an ancient tumulus, covers almost an
	acre and rises, domed and treeless under a sullen sky. Wispy
	smoke curls from the top of the mound. A pair of black ravens
	circles overhead.

	The rag-tag procession of elves and faeries appears
	cautiously from out of the frozen forest and stands gazing,
	somewhat apprehensively, at the distant tumulus.

                                GUMP 
                      There it be, lad. The Lindfarne Mound.
                      Kings long forgotten lie there, lost in
                      their final sleep.

                                JACK
                      Have we turned grave-robber, then?

                                GUMP
                      A tomb it once was, boy, and a tomb it
                      may yet be. There's another in residence
                      at Lindfarne now.

                                JACK 
                      And who might that be?

                                GUMP 
                      No less a creature than the Lindfarne
                      Worm.

	At the mention of the dread name, Oona and the other faeries
	cringe and chatter fearfully.

                                JACK 
                      So I'm to be a dragon-slayer, is that it?

                                GUMP 
                      Now, Jack-lad, no one's asking ye to
                      skewer the worm.  Even St. Michael'd have
                      a job on his hands for all that.  But the
                      serpent hoards a pile of booty, Achilles'
                      armor among his treasures...if we 
                      find our way within the mound and him
                      asleep...

                                JACK 
                      Knaves and robbers...

	EXT.	TOP OF MOUND - DAY

	The faeries gather around a circular opening atop the
	tumulus. Quantities of smoke issue from the interior. Gump
	ties one end of a coiled rope to a large stone. The other end
	is lowered into the mound.

                                GUMP 
                      Better pray the worm's a sound sleeper,
                      Jack.

                                JACK 
                      You do the praying. I've work ahead.

                                GUMP 
                      There's the spirit, lad. If ye run into
                      trouble, give a yank here and we'll haul
                      ye up.

                                JACK 
                      What's left of me...How do I recognize
                      the armor of Achilles?

                                GUMP 
                      You'll know it when you see it...tis a
                      splendid sight, all covered with gold...
                      Don't fear making noise. Dragons be deaf
                      as tree stumps.

	Jack takes hold of the rope and lowers himself into the
	smoking hole. Oona flutters over and kisses him on the cheek.

                                OONA
                      Courage, Jack.

                                JACK
                          (blushing)
                      I pray God grants it me.

                                GUMP 
                      No need. There be no more potent charm
                      than a faerie's love.

	Embarrassed, Jack slides from sight into the hole.

	INT.	MOUND - DAY

	The tomb is vast, like the arched dome of a cathedral. The
	curving sides are built from exquisitely fitted blocks of
	stone, moss-covered and dripping moisture. Suspended like a
	dangling spider on his filament, Jack slides down the rope
	into the drifting smoke.

	ANGLE:	(JACK'S POV)

	Far below, the floor of the tomb is everywhere heaped with
	treasure. Great stacks of gold plate gleam in the half-light;
	mounds of gem-stones sparkle. The treasure of the faeries is
	a trash-pile compared with this hoard.

	In the midst of the splendor, the DRAGON lies sleeping,
	surrounded by clouds of smoke. With its horned, whiskered
	head and reversed, golden scales, the beast greatly resembles
	the symbol used in the Chinese zodiac.

	INT.	MOUND FLOOR - DAY

	Jack comes to the end of his rope and drops into the treasure
	with a loud CRASH. The CLATTER is alarming and Jack dives for
	cover behind a chest brimming with rubies.

	The dragon has not heard a thing and continues to snore,
	belching smoke like a miniature volcano.

	Cautiously, Jack begins his search. It's a bit bewildering as
	there is such a quantity of wealth. Everywhere he looks more
	remarkable treasure is revealed. Casks of jewels, weapons
	worked in gold and silver, golden plates and goblets, ropes
	of pearls in snake-like coils. There is armor of all
	description, from the breastplates of ancient Rome to the
	winged helmets of Viking marauders. Jack is puzzled by
	mysterious Japanese samurai armor and amazed by the heft and
	weight of a huge Arabian scimitar.

	Search as he will, Jack can find no sign of the armor of
	Achilles. He burrows under mounds of gems and opens a
	sequence of treasure chests, discovering only more gems and
	yet again more treasure.

	The dragon MOANS unexpectedly in his sleep, causing Jack to
	make a terrifying discovery.

	ANGLE:	(JACK'S POV)

	The sleeping dragon looms larger than a house. Smoke coils
	above his massive head. One scaled forelimb is extended,
	gleaming talons hooked like scythe blades. Gripped in the
	evil claw something extraordinary glitters. Wrought from pure
	gold and embossed with ancient and beautiful designs: it is
	the breastplate of Achilles!

	ANGLE: 	(JACK)

	Jack approaches the sleeping monster, like a mouse creeping
	up on a snoring cat. But, the beauty of the golden
	breastplate calms him. The legendary armor is so wondrously
	made that Jack can only gaze upon it with awe.

	A fiery snort from the dragon brings him back to his senses.
	There's work to be done! With all the delicacy he can muster,
	Jack takes hold of the breastplate and tries to pry it from
	the dragon's grip. It's not easy. The giant serpent is fitful
	and groans in his sleep, grasping the armor all the tighter.

	Jack tugs at the breastplate with all his might and suddenly,
	it comes free, sending Jack tumbling over backwards. The
	NOISE is deafening, but it is not the sound that wakes the
	dragon.

	The mighty talons clench, disturbed by the missing armor. A
	single green eye, large as a dinner-plate, slides open. The
	whiskered mouth widens, belching fire and smoke.

	Enraged, the dragon rears up, venting its spleen in a torrent
	of unrecognizable words. The mysterious language sounds
	somehow Oriental, perhaps Japanese or Chinese!

	Jack cowers in terror, trying to dig himself into the heap of
	jewels like a mole scratching for cover. The dragon spots him
	instantly. Addressing Jack in English, he sounds like a sing
	song Confucius, a Grade-B Fu Manchu.

                                DRAGON 
                      What you do, boy? You be velly solly,
                      come here intellupt my sleep.

                                JACK
                          (terrified)
                      I didn't know...I -

                                DRAGON 
                      What? Speakee loud! No hear velly good.

                                JACK
                          (yelling)
                      I said, I mean no harm...I thought this
                      an empty tomb.

                                DRAGON
                      You come stealee tleasoo ?

                                JACK 
                      Oh, no, never...nothing like that...never
                      crossed my mind.

                                DRAGON
                      No need lie, boy. I no hurt you. Do I
                      look like I wanna hurt you?

                                JACK
                      Well, er...no. I mean, you don't look
                      like dragons I've heard of.

                                DRAGON
                      Course not. I no flum here. I come flum
                      Cathay.

                                JACK
                      Cathay?

                                DRAGON
                      County fa' fa' away. To the
                      East, beyond the lising sun...

                                JACK 
                      East of Mercia?

                                DRAGON
                      You got no idee. People there lookee
                      diffelent; speakee diffelent. Nothing
                      the same. In my countlee I bling good
                      luck. Makee lain and thunder.

                                JACK 
                      You don't ravage the countryside,
                      devouring maidens and burning the crops?

                                DRAGON
                      Dlagon not like that. Dlagon is spilit of
                      life...spilit of stlength and goodness.

                                JACK 
                      Then you'll understand my quest. An ogre
                      named Blackheart has killed the last stag
                      unicorn and stolen his horn. The world
                      outside is cursed, plunged into eternal
                      winter. Unless I return the alicorn, the
                      earth will be frozen forever.

                                DRAGON
                      Flozen foleva not good.

                                JACK
                      It's terrible.

                                DRAGON 
                      An, how you do it? How you rift cuss?

                                JACK 
                      I need your help. In order to fight
                      Blackheart, I must wear the armor of
                      Achilles. I...

                                DRAGON
                          (roaring)
                      You come stealee tleasoo?

                                JACK
                      Oh no...Don't you understand?

	The dragon roars and swells. Flames issue from his gaping
	mouth and an iridescent light shimmers along his scales as
	his form suddenly alters and shifts, transforming from the
	benevolent Eastern dragon to the more familiar winged monster
	of Western folklore. When he speaks now, all trace of accent
	is gone.

                                DRAGON 
                      Stupid, puny mortal! Do you think I
                      suffer pilfering gladly?

	The dragon belches a sheet of flame straight at Jack, who
	rolls aside just in time, but not quickly enough to keep his
	clothing from being singed.

                                JACK
                      No, wait...please...listen ...

                                DRAGON
                      No more listening! Your time
                      is at an end, insignificant whelp!

	The dragon slashes at Jack with his fearsome claws, batting
	away the breastplate held before him as protection. Jack
	jumps back, hurling a helmet at the dragon. It bounces
	harmlessly off the gleaming scales.

                                DRAGON (CONT)
                      Pray to whatever worthless god you
                      revere! You're no more than meat to me
                      now.

	Jack scrambles frantically through the piles of loot, ducking
	behind chests of gold as the dragon stalks him in the
	shadows. In his frenzied flight, his groping hand chances
	upon an ivory bow and a quiver of silver arrows. The dragon
	rears up on his hindquarters, lashing his terrible tail,
	towering above Jack.

	Quickly, the Green Man notches an arrow and lets it fly at
	the dragon's throat. It bounces harmlessly off the glistening
	scales. Jack fires a second, and a third. Both arrows are
	easily deflected and fall clattering back into the treasure.

                                DRAGON 
                      Are those gnats come to trouble me? Me
                      thinks this pesky gadfly needs swatting.

	The dragon leaps for Jack like a tiger pouncing on his prey,
	but somehow the nimble boy eludes his pursuer, diving
	headlong under a golden chariot. Furious, the dragon crashes
	about, flipping over anything in his path as he searches for
	Jack.

	ANGLE:	(THE ROPE FROM ABOVE)

	Honeythorn Gump hangs from the dangling rope like a monkey,
	observing the mayhem below. Oona hovers at his side, her
	transparent dragonfly wings a-blur.

                                GUMP
                          (calling)
                      Mind them claws, Jack. Stay out of his
                      way.

                                OONA
                      Oh dear...oh dear...

	ANGLE:	(GUMP'S POV)

	From above, the dragon's search for Jack resembles a raccoon
	flipping over rocks in a streambed hunt for crayfish. A large
	pile of silver and gold shields is stacked like roof-tiles
	and the dragon tosses them aside looking for Jack.

                                GUMP	(0.S.)
                          (calling)
                      Keep one jump ahead, lad.
                      Don't waste time looking back.

	ANGLE:	(JACK AND THE DRAGON)

	The dragon wrenches away a suit of jeweled armor and
	discovers Jack cowering underneath. A lungful of fire sets
	Jack's clothing aflame as he scurries out of the way. There
	is no other place to hide. Jack is trapped, his back up
	against a massive shield. Enraged, the dragon rears above
	him, poised for the kill.

	The dark shadow of doom falls across Jack as he cowers
	helplessly.

	ANGLE: 	(GUMP)

	Running with the rope, Gump pendulums into the air, swinging
	back and forth across the interior of the mound. Snatching up
	a jeweled war-club, he swings past the dragon's head,
	belaboring him with the mace as he passes.

                                GUMP
                      Filthy worm! Have a taste o' that!

	Furious and distracted, the raging dragon turns his
	attentions to this new annoyance, swatting out with his
	talons as Gump swings by him. Oona buzzes round and round his
	smoking, fearsome head, staying just out of reach as the
	dragon slashes at her.

                                GUMP	(CONT)
                      Leg it, Jack! Move lad, while there's
                      time.

	ANGLE: 	(JACK)

	As his companions occupy the dragon's attention, Jack crawls
	away on his hands and knees, searching for a new hiding
	place. Sticking straight out of the heaped treasure before
	him, a splendid swordhilt catches his eye. It seems to glow
	with some inner force. The golden pommel gleams.

	Jack grasps the sword with both hands, rising to his feet as
	he draws it from the pile of jewels. The blade is near long
	as he is, awesome and shining with its own special light.
	Jack holds it in front of him like a crucifer in a religious
	procession. The light from the blade shines on his face,
	imbuing his spirit with courage and resolution.

	Gump and Oona continue to annoy the dragon, swinging around
	his head and taunting him with the insignificant blows. The
	dragon lashes out at them, ignoring Jack.

	Jack swings the mighty, shining sword back over his shoulder
	and rushes forward, a fierce WAR-CRY issuing from his
	snarling mouth. With one mighty swing, like a woodsman
	chopping an oak, he strikes at the dragon's hind leg,
	severing it at the joint.

	The dragon's WAIL of pain is abrupt and piercing. Blood
	fountains from the amputated limb as the giant serpent sways
	for balance.

	The dragon falls forward, toppling like a felled tree
	directly toward Jack. The Green Man stands his ground,
	holding his gleaming sword above his head with both hands.
	The dragon impales himself on the tip, driving the keen blade
	deep into his breast as he crashes to the ground. The sword
	is wrenched from Jack's hand and he jumps clear, the dragon
	writhing on his back in his death throes.

	The mighty tail continues to lash about, wreaking havoc among
	the treasure. Jack nimbly avoids the random slashing and
	leaps up onto the dragon's scaled stomach. With a mighty tug,
	he draws his sword from the beast's chest. A geyser of
	steaming blood follows the blade.

	The talons on the dragon's forelegs grasp and clench
	spasmodically but Jack ducks between them, avoiding the
	terrible claws. With a single backhand swing, he lops the
	dragon's snarling head from his neck. Copious quantities of
	boiling blood flush across the spread jewels.

	Jack lifts his sword above his head and lets out an exultant
	victory CRY. Above him, Gump and Oona CHEER, shouting "Bravo"
	and "hooray!"

	The dragon's head lies in a pool of blood, the forked tongue
	still probing the air. The great green eye slides closed.

	EXT.	FROZEN FOREST (C.U. RABBIT)

	A young hare sits timidly in the sear grass, ears twitching,
	his large frightened eyes blink.

	ANGLE: 	(LILI)

	Several yards from the crouching rabbit, the Princess Lili
	stalks through the tall grass. We do not SEE her face, but
	her embroider gown hangs in tattered rags about her. She
	moves with great stealth, like an animal, drawing ever-closer
	to the rabbit. Her limbs are completely covered by a shaggy
	fleece of dark hair.

	The rabbit is very close now. Lili's movements are like a
	cat's as she creeps closer and closer. All at once, in a
	sudden, wild movement, the girl leaps from the concealing
	grass and pounces on the unsuspecting hare, killing it in an
	instant.

	ANGLE:	(C.U. LILI)

	We SEE the Princess's face for the first time now as she
	tears at the dead rabbit with her teeth. Fangs actually, for
	Lili's features are now far more animal than human. Her eyes
	gleam ferociously and blood smears her whiskered mouth as she
	eagerly devours her kill.

	PULL BACK:

	to SEE Lili's hunkering form, totally bestial in its spread
	leg attitude. The tattered dress seems merely a ludicrous
	refinement on so savage a creature. Her nails have lengthened
	into claws and she makes small animal noises as she tears at
	the rabbit's flesh.

	The SHADOW of a mounted rider falls across her form and she
	looks up, cat eyes widening in terror at what she sees.

	ANGLE: 	(BARON)

	The Black Baron sits on his dark charger, staring down at the
	cowering girl. He laughs dryly under his horned wolf mask,
	the black cloak whipping about him in the wind. At his side
	is a deadly rapier fashioned from the long twisting ivory
	length of the alicorn.

                                BARON 
                      A child of nature...How delightful.

	ANGLE:	(LILI'S FLIGHT)

	Terrified, Lili drops what's left of the rabbit and sprints
	for the woods. She is very agile, running freely like a feral
	cat. The Baron watches for a moment, then digs his spurs into
	his horse's flank and is after her.

	Lili runs for all she's worth, darting and zig-zagging in a
	frantic effort to avoid capture. For all her speed and
	agility she can't outrun a horse, and in moments the Baron
	bears down upon her, reaching low to catch the back of her
	torn dress and swing her up in front of him on the saddle.

	ANGLE:	(BARON AND LILI)

	Lili claws and scratches, ripping at the Baron as she fights
	to be free. Her efforts only elicit laughter from her captor
	as he easily pins her struggling arms.

                                BARON 
                      I like your spirit. I like things wild
                      and free. More of a challenge...Don't
                      worry, my pet, I'll soon have you
                      housebroke.

	Laughing his evil laugh, the Baron clutches the struggling
	animal/girl tightly to his chest and gallops away into the
	frozen woods.,

	INT.	LINDFARNEMOUND - DAY

	All the faeries have gathered	for a great feast. The
	dragon's severed head is set upright on a pike. Haunches of
	spitted dragon meat turn slowly over a bed of coals. Much of
	the treasure has been gathered into sacks and stands by the
	rope like harvest grain awaiting transport. Several gnomes
	and elves are busy hoisting the sacks up out of the mound.
	Jack and the other faeries sit on the dragon's carcass,
	feasting and swilling wine from golden goblets. Jack wears
	the armor of Achilles and in it he is transformed from a wild
	hermit to a valiant knight. The others wear bits and pieces
	of bejeweled armor p1ucked from the treasure hoard. Gump has
	on a horned Viking helmet which fits him badly. Another imp,
	a monkey-faced elf named SCREWBALL, wears the helm of a Roman
	legionnaire. Everyone is singing.

                                FAERIES (ALL TOGETHER)
                          (singing)
                      The dragon's breath is made of fire,
                      His heart be black with sin, sin, sin.
                      But, his meat's as sweet as any desire,
                      After you've lifted his skin, skin,
                      skin...

	The faeries laugh and cavort. Gump waves a sizzling lump of
	dragon meat in the air.

                                GUMP 
                      There be no finer victuals than worm
                      flesh, lad.

                                JACK 
                      Better we eat him than the other way
                      round.

                                SCREWBALL 
                      Keep me belly full, Jack. Kill us another
                      worm.

                                GUMP 
                      Hush up, Screwball. Do your own worm
                      sticking if you like the taste so well.

                                SCREWBALL 
                      Nay. Jack's the dragon-slayer, ain't you,
                      Jack.

                                JACK
                      By the grace of God.

                                GUMP 
                      No false modesty, lad. You're a proper
                      champion. Achilles' armor sits on you
                      like it was forged to fit.

                                OONA 
                      And the sword...surely that was
                      providence.

                                SCREWBALL 
                      They don't come no sharper

	Jack lifts the incredible sword, studying its length before
	laying it against the fallen dragon.

                                JACK 
                      I believe this is a sword such as the
                      archangels wield. Surely St. Michael had
                      so fine a blade when he drove the serpent
                      from heaven.

                                GUMP 
                      Well then, you've got the sword and
                      you've got the armor; all's lacking is
                      the steed.

                                SCREWBALL 
                      The fastest in the world.

                                JACK 
                      I know where to find him... He lies out
                      on the marsh, raven-fodder; his horn torn
                      from his head.

                                GUMP 
                      True, lad, the stallion's gone, but the
                      mare still lives.

	Jack smiles: this is a happy truth.

                                SCREWBALL
                      She be fastest now.

                                OONA
                      Can you find her, Jack?

                                JACK
                      I know where to look.

	EXT.	GLADE IN FOREST - DAY

	An isolated glade deep in the frozen forest. Icicles hang
	like frozen daggers from the surrounding trees. A light
	dusting of snow powders the ground. No birds sing. All is
	silent and still.

	Jack, Gump, Screwball and Oona creep through the ice-coated
	underbrush. Screwball is clumsy and crashes over several
	gelid ferns which break like shattering crystal.

                                JACK
                      Shhhh!

                                GUMP 
                      Screwball! You dolt! I've a mind to
                      change you into a toad.

                                SCREWBALL
                      Sorry.

                                OONA 
                      He's already half toad, if you ask me.

                                JACK
                      This is not the time for squabbling.

                                OONA
                      Sorry.

	The foursome, all clad in armor, continue silently to the
	edge of the glade. They conceal themselves behind the trunk
	of a huge, gnarled oak. The glade is empty.

                                SCREWBALL 
                      What do we do now?

                                JACK
                      We wait.

	Disgruntled, the faeries settle down to wait. Jack removes
	his helmet and rests against the tree trunk. Oona nestles by
	his side, tittering softly and tickling his neck. Jack does
	his best to ignore her. Oona grows more playful, whispering
	and giggling at Jack's annoyance.

                                GUMP
                      Shhhh!

                                OONA
                      You shush.

                                JACK
                      What is it?

                                GUMP
                      Something's coming.

	Indeed, an animal can clearly be heard approaching the glade;
	a crunch of footfalls on the frozen ground and the icy crack
	of branches snapping. Jack and his companions peer around the
	tree trunk.

	ANGLE:	(JACK'S POV)

	A shaft of pale sunlight pierces through the cloud-cover and
	angles down into the glade at the moment the mare unicorn
	steps out of the underbrush. The light glows on her milk
	white hide and her rounded, swollen flanks. Slowly, with
	modesty and a certain dignified stride, the mare moves to the
	center of the glade and settles herself down, drawing her
	legs beneath her.

                                SCREWBALL	  (O.S.)
                      What's she doing?

                                JACK	 (0.S.)
                      I think she's about to foal.

	ANGLE:	(JACK AND THE FAERIES)

	as they stare in awe at the resting unicorn. Even the
	demented Screwball has a silly smile on his face.

                                GUMP
                      Pregnant, is she?

                                JACK
                      It would appear so.

                                OONA
                      How wonderful.

	They are suddenly interrupted by the LOUD HOWLING of wolves.
	The plaintive WAIL stabs through the cold air like a cry from
	Hell.

                                GUMP
                      Wolves!

                                OONA
                      No!

                                SCREWBALL 
                      They want the mare.

	Jack draws his gleaming sword.

                                JACK
                      Damn them!

                                GUMP
                      Careful, lad.

	The wolves' HOWLING grows LOUDER.

                                JACK 
                      Evil brutes. Shant work their mischief
                      here.

	ANGLE: 	(GLADE)

	Sword in hand, Jack steps out into the clearing. The mare
	unicorn is startled by his sudden appearance but makes no
	effort to rise.

                                JACK (CONT) 
                      It's all right, girl. I won't hurt you.

	The unicorn is soothed by Jack's words and seems to recognize
	him.

	Jack places the tip of his sword on the ground and stands
	waiting, hands folded on the pommel, patient as a statue.
	Ghostlike in their silent stealth, the wolves materialize
	along the edges of the glade. Large and gray, their amber
	eyes glowing, the wolves begin to circle, moving closer to
	their prey. Jack readies himself holding his sword in both
	hands.

	With his tail curled high, the leader of the pack snarls and
	rushes for the mare. Jack cuts him off, sending him flying
	with a swift sword stroke.

	The leader's charge provokes an all-out attack. The wolves
	close in HOWLING from all sides. Jack wields his great sword
	like a berserk, chopping and slashing, driving the furious
	wolves away from the mare. Busy fighting three of the brutes,
	he doesn't notice the wounded leader creeping behind him.

	The leader springs, jumping on Jack's back, tearing at his
	neck with his fangs.

	ANGLE:	(SCREWBALL IN TREETOP)

	Screwball has climbed one of the surrounding trees, bringing
	his bow and arrows with him. He SEES the wolf attacking Jack.

                                SCREWBALL
                          (calling out)
                      Steady, Jack.

	Screwball draws his bow, aims quickly, and shoots.

	ANGLE: 	(JACK)

	Jack is powerless against the huge wolf mauling him from
	behind. Only the golden armor he wears protects him from the
	terrible claws. Screwball's arrow finds its mark, straight
	between the animal's shoulder blades. The wolf cries out once
	and drops lifeless from Jack's back. Jack waves gratefully at
	the faerie.

                                JACK
                          (calling)
                      I'm in your debt, Screwball.

                                SCREWBALL (O.S.) 
                          (calling back)
                      Watch behind or I'll never collect on it!

	Jack spins about in time to see the leader's mate charge
	savagely. The wolf leaps, a high, acrobatic arc whose
	trajectory moves from a blur of gray fur to the precise
	delineation of cold yellow eyes, lolling tongue and wicked,
	gleaming fangs.

	Jack lifts his sword as the wolf lands on his shoulders and
	chest. Falling backwards, Jack thrusts up and the tip on his
	blade impales the wolf as they drop to the ground.

	Tossing the squirming animal as a farmer would a fork-load of
	hay, Jack flips the wolf over his head. Scrambling to his
	knees, he delivers the death-stroke with swift efficiency.

	Standing over the dead wolves, sword in hand, his breastplate
	drenched in their blood, Jack is terrible to behold. The
	others in the pack sense they have been beaten and slink
	whimpering back into the woods, tails abjectly hooked between
	their legs.

	Gump, Screwball and Oona dart from their hiding places. They
	jump and leap about Jack, chattering happily.

                                GUMP
                      Well done, lad. Stout heart.

                                SCREWBALL 
                      Wolf-slayer, worm-sticker ...give a cheer
                      for the champion!

                                OONA
                      Were I a mortal girl, Jack,
                      methinks I'd be in love with you.

                                JACK 
                      Then I'd kiss you without turning my
                      garments inside-out and sewing bells all
                      over.

                                OONA 
                      No need for bells, Jack. I'll nay enchant
                      ye.

	Oona stops her teasing and points to the unicorn, a look of
	utter wonder replacing the mischief on her face.

                                OONA	(CONT)
                      Oh, look!

	ANGLE:	(THE UNICORN - OONA’S POV)

	A baby unicorn has been born; coal black with the first stump
	of a horn showing on his forehead. The foal lies beside his
	mother, who licks the blood from his shining, moist coat.

                                OONA	(CONT. O.S.)
                      Isn't he beautiful.

	ANGLE:	(FAERIES AND UNICORN)

	Jack and the faeries move closer to the unicorn. There is
	something holy about the scene, like an Adoration.

                                GUMP 
                      A wee stallion.

	Jack drops to his knees before the mare.

                                JACK 
                      Praise be to God.

                                SCREWBALL 
                      Small miracles better than no miracles...

                                OONA 
                      Such a sad world, be there no unicorns to
                      brighten it.

                                JACK
                      No fear of that now.

                                GUMP 
                      Aye. This wee stud'll beget a line of
                      champions.

	The faeries kneel with Jack before the unicorn and her foal.
	The mare regards them without fear, recognizing friends.
	Stretching out her neck to Jack, she allows him to pet her
	and scratch behind her ears.

                                JACK 
                      You're shy and pretty, little
                      mother...You deserve a pretty name...I'll
                      call you Sapphire, for your eyes shine
                      so...

	EXT.	FAERIES' CAMP - DAY

	The SOUND of swords clashing and the SHOUTING of tiny voices
	CARRIES OVER to the faeries' make-shift military camp.
	Colorful tents stand under the frozen trees, pennants
	snapping in the icy wind.
	A small army of elves, imps, goblins, gnomes and faeries has
	gathered, all decked out in various odd bits of armor
	recovered from the dragon's lair. Groups of these tiny folk
	are engaged in martial training, practicing with swords,
	lances and bows.

	As we MOVE through the camp amid this mock mayhem, certain
	isolated incidents attract our attention:

	Two goblins duel furiously, sweating and panting under the
	weight of their ill-matched armor. They are clearly
	exhausted. As the other elves continue slashing at one
	another, these two take time out; one leaning against a tree
	trunk while the other folds his arms in repose. But, their
	swords CONTINUE to duel, alone in midair, the blades crashing
	together MAGICALLY like iron birds.

	Another group practices archery, aiming their tiny arrows at
	a straw scarecrow some distance away. They are extremely
	accurate, puncturing the dummy in a dozen vital spots. When
	the last arrow strikes, instead of retrieving them, the
	faeries stand their ground. One-by-one, the arrows PULL FREE
	from the scarecrow and FLY back unaided through the air to
	land safely in their owner's quivers.

	Two huge knights, each over seven feet, slug it out in full
	armor with battle axes. They bash away at one-another, until
	a fearsome blow literally cuts one in half. The upper portion
	of the bisected knight topples to the ground with a LOUD
	CLANG. The two armored legs remain erect, swaying slightly
	like trees in the wind. Suddenly, a tiny head appears above
	the left cuisse. It is an elf! He is LAUGHING. Another elf
	pops his head out of the right-hand cuisse and the two "legs"
	hop off in opposite directions.

	The fallen armor also comes apart: one gnome in the
	breastplate; another lifting the helm from the gorget.

	The victorious "knight" likewise begins to disassemble,
	revealing a number of LAUGHING elves within, like clowns
	performing a carnival prank.

	EXT.	HILL ABOVE CAMP - DAY

	Jack surveys his elfin army from the crest of the hill. He is
	mounted bareback on Sapphire, the mare unicorn, and rides
	easily without reins or bridle. The tiny black foal trots
	alongside his mother, and beside it pants an angry GUMP.

                                GUMP 
                      Don't see why I can't ride, too! I'm
                      second in command, damn it!

                                JACK
                      The colt's still too small.

                                GUMP 
                      I'm small...and I can make myself smaller
                      still...Small as a bee! Small as dust!...
                      Want to see me do it?

                                JACK 
                      We've no time for tricks this day,
                      Honeythorn Gump.

                                GUMP 
                      Tricks, is it? Why I'll trick ye!
                      Ungrateful whelp! I'll sour your milk and
                      bird dropping'll fall from the sky
                      wherever ye walk.

                                JACK 
                      Save your mischief for the Black Baron.

                                GUMP 
                      Aye! That too.

                                JACK 
                      You'll need more than bird droppings for
                      Blackheart.

                                GUMP
                      I'll drop a cow on the knave!

                                JACK 
                      Drop a mountain on him and we won't need
                      our troops.

	They laugh together, feeling confident.

                                GUMP
                      Fine-looking army.

                                JACK
                      We march on Castle Couer de Noir within
                      the hour.

                                GUMP 
                      How do you plan on finding this here
                      castle, if ye don't mind me asking?

                                JACK 
                      A true and troubling question,
                      Gump...We'll start from where the unicorn
                      was killed. The Baron must have left a
                      trail.

                                GUMP
                      Track the demon to his lair.

                                JACK 
                      Aye. And hang his foul hide up like dirty
                      laundry for the drying.

	EXT.	THE FROZEN WOODS - DAY

	The rag-tag army of faeries on the march. Jack rides at the
	head of the column on Sapphire. Gump has had his way and is
	mounted on the colt, who trots obediently by his mother's
	side. The other elves and faeries are either on foot or
	mounted on an odd array of wild animals. Deer, foxes,
	rabbits, each serves as a steed for a tiny warrior. Bright
	banners undulate from numbers of lance tips. A variety of
	armor glistens in the pale wintry sun.

	Overhead, Oona and several other small nymphs ride on flying
	songbirds.

	As they march and ride, all the faerie folk are singing,
	their voices high and clear, shimmering like wind over a
	moonlit lake; precise as birdsong; haunting as an echo.

                                FAERIE TROOP
                          (singing together)
                      The sky is high, the world is wide,
                      Beneath the flowers faeries hide. The
                      ocean's deep, the moon's asleep; In
                      Oberon's care our souls will keep.

                                 
                      The stars are cold, the Gods are old, Our
                      heroes all be brave and bold. The Devil's
                      sly, the end is nigh, Wicked ogres too
                      must die.

	EXT.	ESTUARY - DAY

	The SINGING CARRIES OVER as the faeries move out of the woods
	onto the frozen estuary. Jack urges the mare unicorn ahead of
	the procession.

                                FAERIE TROOP
                          (singing together)
                      The trees are green; spirits unseen,
                      The world we know is but a dream...

	ANGLE:	(THE DEAD UNICORN)

	Jack rides Sapphire near where the body of her mate lies
	decomposing As before, a black raven perches on the
	stallion's skull. The bird emits a vile CROAK as Jack
	approaches.

	Alarmed by the raven and the sight of her dead mate, the
	unicorn rears on her hind legs. Jack clings to the animal's
	mane. The raven CROAKS.

	ANGLE: 	(C.U. RAVEN)

	The large black bird spreads his wings, RASPING and CROAKING
	at the rearing unicorn and rider. For a single, horrifying
	moment, the raven appears to alter and change, transmuting
	into a HARPY. In place of the bird's head and bill is a
	visage resembling both skull and snake. Talons appear to be
	gnarled feet and a pair of distinctly human breasts sprout
	from between the sooty feathers.

                                HARPY
                      Beware...beware...

            The harpy takes wing, CROAKING.

	ANGLE: 	(JACK)

	Jack struggles to control the frantic unicorn. Gump and the
	other faeries ride up as Jack quiets the animal.

                                GUMP
                      Trouble, Jack?

	Jack points at the raven flying high over the treetops.

                                JACK
                      We must follow that bird.

                                GUMP
                      Whatever for?

                                JACK 
                      Jenny Greenteeth said: "Follow the raven
                      in her flight...

                                GUMP 
                      Aye. Said to follow it to the edge of
                      night. But is this the right bird?

                                JACK
                      I'm sure. It spoke to me.

                                GUMP 
                      Birds speak to me all the time. What did
                      it say?

                                JACK
                      Beware.

                                GUMP
                      Sounds like the bird we want.
                          (calling to troops)
                      All right lads, follow yon raven!

	The troop of faeries shout and laugh, eagerly pursuing the
	raven.

	EXT.	EDGE OF THE FOREST - DAY

	The faerie troop rides to the edge of the wintry forest.
	Their spirits are still high, but something about the mood of
	the place takes hold. The singing stops. Bright laughter
	fades.

	Screwball, a WORRIED ELF and a NERVOUS GOBLIN ride side-by
	side into the frightening forest. They make an odd trio,
	mounted as they are upon a fox, a hare and a badger.
	Arthritic tree branches twist grotesquely above them in the
	gloom.

                                WORRIED ELF 
                      Something I don't like about this place.

                                SCREWBALL 
                      Me too. No babies to pinch. Haven't
                      pinched a baby in so long, probably lost
                      my touch.

                                NERVOUS GOBLIN 
                      Everything's a joke, Screwball? Laugh
                      your life away.

                                SCREWBALL 
                      Laugh's better'n stubbing your toe.

                                NERVOUS GOBLIN
                      Go on. Joke it up while evil magic weaves
                      a spell about you.

                                SCREWBALL 
                      What's the matter? Fraid of the big, dark
                      woods?

                                WORRIED ELF
                          (pointing)
                      Look!

	The elf points to a gnarled tree trunk. At a second glance,
	it appears to be the body of a man, twisted in petrified
	pain, his mouth open and howling a silent scream.

	The three riders draw up short, staring in amazement at the
	curious shapes of the trees surrounding them.

                                NERVOUS GOBLIN 
                      Over there! Another!

                                WORRIED ELF 
                      This is sorcerer's work!

	All the trees bear an uncanny resemblance to human figures
	contorted by severe pain. These are not the curious
	deformities of nature but actual, living beings transformed
	into trees.

	Terrified, Screwball gallops his fox frantically back to the
	rear of the column.

                                SCREWBALL 
                      Help! Jack! Gump! Preserve poor me!

	The other two faeries are quick to follow.

                                NERVOUS GOBLIN
                      Wait!

	ANGLE:	(REAR OF COLUMN)

	Jack and Gump ride at the rear of the column, threading
	single file along the narrow trail through the dark,
	forbidding woods.

                                GUMP 
                      How do we follow a raven we can't even
                      see?

                                JACK
                      Sent Oona up above the tree tops. She be
                      our eyes.

                                GUMP 
                      Good plan that.

	All at once, Screwball and his two frightened companions come
	charging down the trail, causing the other faeries to
	scramble out of their way.
	This precipitates a certain grumbling: "Watch out! Be
	careful! Mind where you're going, etc."

                                SCREWBALL 
                      Master Jack! Master Jack! These woods are
                      alive! They're alive!

                                JACK 
                      Of course they're alive. All nature is
                      living.

                                GUMP 
                      Barely living, from the looks of it.

                                SCREWBALL
                      No, no, no...this is different!

                                NERVOUS GOBLIN
                      This is evil! Black magic!

                                WORRIED ELF
                      Sorcery!

                                JACK
                      Where?

                                SCREWBALL
                      Up ahead!

                                JACK 
                      Come on, Gump, let's have a look at this
                      witchcraft.

	Jack nudges the mare unicorn and she sprints ahead in a
	gallop. Gump is right behind, trotting on the colt. The other
	three follow, less enthusiastically, on their animal mounts.

	Once again, the other faeries have to make way on the trail.
	This time there is fist shaking and outright epithets as they
	charge through.

                                OTHER FAERIES
                      Swine!...Toad eaters!...
                      Maggots!...Vermin! etc. etc...

            EXT.	DEFORMED TREES - DAY

	Jack pulls the mare to a stop in the grove of malformed
	trees. He jumps to the ground and has a closer look at these
	curiosities. Gump and the others ride up behind.

                                SCREWBALL 
                      You see! You see!

                                GUMP 
                      These chaps'll need a woodpecker to pick
                      their teeth.

	Jack pauses before a familiar tree, studying the grieved
	features molded into the bark.

                                JACK
                      Why, this is King Godwin, Princess Lili's
                      father. King Godwin and all his hunting
                      party...even the hounds. See the lymers
                      and alaunts!

	Jack points to several tree stumps shaped like frantic
	hounds.

                                SCREWBALL 
                      Never cared much for dogs. Always chasing
                      the wee folk, they are...Think I'll lift
                      my leg on one; see how he likes the
                      tables turned.

	Screwball saunters over to a dog-shaped root, untying his
	codpiece as threatened.

	Jack draws his gleaming sword.

                                JACK
                      This is ogre's magic.

                                GUMP
                      Blackheart?

                                JACK
                      Aye.	He's enchanted the lot of them. His
                      reward for delivering the unicorn.

                                GUMP
                      Foul fellow, this Couer de Noir

                                JACK
                      The foulest. Mayhap I can cut them free.

                                GUMP
                          (shouting)
                      Jack, don't!

	Gump's warning comes too late. Jack swings his mighty sword,
	driving the blade deep into a tree trunk resembling one of
	the hunters. The air is rent by a piercing SCREAM! Bright red
	blood gushes from where the sword cut the bark, flowing in a
	crimson stream down the trunk.

                                JACK
                      Dear God, forgive me.

	The sight of the rushing blood unnerves even the boldest
	faerie. Screwball fumbles with his cod piece, full of
	embarrassment and fear.

                                SCREWBALL 
                      Oh dear...oh dear...I hope dogs have
                      shorter memories than trees.

	Jack scrambles on the ground, grabbing up handfuls of moss
	and mud.

                                JACK
                      Hurry! Gump, lend a hand.

	Gump rushes to assist him and they press gobs of moss into
	the flowing wound. At first it is like attempting to stem the
	flood of a leaking dam, the blood continues to ooze through
	their fingers and pour down the tree. The contorted
	expression of the hunter imprisoned within the bark looks
	evermore tormented.

                                GUMP
                          (grunting)
                      Worse than the battlefield.

                                JACK
                      What know you of fields of war?

                                GUMP 
                      Ofttimes, the wee folk come out to tend
                      the wounded... staunch bleeding with
                      cobwebs...give a parched mouth a sip of
                      dew...cool a fevered brow...

	The applications of mud and moss begin to work. The bleeding
	from the bark abates.

                                JACK 
                      There...it seems to quit... I'll wager
                      that war held other attractions quite
                      apart from nursing.

                                GUMP 
                      Well...if the knight be already dead;
                      what harm is there in...borrowing a thing
                      or two?

                                JACK 
                      Stealing his arms?

                                SCREWBALL 
                      What can you steal from a man already
                      lost his life?

                                JACK 
                      His honor, I suppose... seeing he no
                      longer can defend it.

	Jack is disgusted with the faeries. He picks up his sword and
	stalks away, leaving Gump and Screwball perplexed by his
	piety.

	EXT.	SKY - EVENING

	The feeble sky is setting, like the pale-yellow yolk of a
	diseased egg. A small, swift bird, perhaps a swallow, clips
	along erratically through the cloudless, pearl-gray sky.

	ANGLE:	(C.U. BIRD)

	Oona clings to the back of the darting bird. Her own gossamer
	wings, still and half-folded now, resemble those of an exotic
	butterfly. She rides the bird as one would a flying horse,
	hanging on to the neck feathers and shading her eyes with her
	free hand as she strains to observe something moving in the
	distance.

	ANGLE:	(OONA'S POV)

	She is watching the raven, which no longer resembles a harpy,
	but is now simply a large, black bird. It flies with
	determined wingbeats, straight for a sharply pointed stone
	pinnacle rising above the treetops. The raven circles this
	monument once, then lands on the uppermost crag, folding his
	wings for the night.

	ANGLE:	(OONA AND THE BIRD)

	Holding tight with both hands, Oona urges the bird into a
	sharp dive. It swoops like a falling arrow straight into the
	tangle of tree branches below.

	EXT.	FOREST TRAIL - EVENING

	Jack rides silently at the head of the procession. He seems
	locked deep within himself. Gump and Screwball trot
	alongside, obviously uncomfortable with Jack's somber
	brooding. Neither of the faeries has the heart to break the
	oppressive silence.

	All at once, the bird darts down out of the trees above,
	circles twittering, and glides in for a perfect landing on
	Jack's shoulder. Oona dismounts;
	rather, she herself flutters delicately into the air and
	flies over to Jack's other shoulder. She caresses his cheek
	and whispers softly into his ear.

                                GUMP
                          (impatiently)
                      What's she say?...What's she say?

	Oona makes a disagreeable face at Gump. Jack reaches up and
	she hops into his hand with a smile.

                                JACK
                      Oona tells me the raven has roosted for
                      the night on a sharp stone spire some
                      half-a mile distant.

                                GUMP 
                      That would be Devil's Needle. Last
                      landmark I know in these woods.

                                SCREWBALL
                      Ogg lives there!...and Thurgis!

                                GUMP 
                      Screwball! Be quiet!...We have friends
                      live 'neath the Needle. They'll no doubt
                      provide safe refuge for the night.

                                JACK
                      Good.

                                GUMP
                      Beyond Devil's Needle, all is unknown.

	EXT.	CAVE MOUTH AT BASE OF NEEDLE - EVENING

	The Needle towers up above the trees straight and smooth, a
	curiosity of nature resembling a man-made structure. At the
	base of the rock is the opening to a cave. With its yawning
	shape and sharp overhanging row of teeth-like stalactites, it
	has the appearance of a gigantic, devouring mouth.

	The faerie troop rides up and dismounts. A number of human
	skulls litter the ground, grinning through the curved spokes
	of several bleached ribcages.

                                JACK 
                      T’would appear other travelers preceded
                      us.

                                GUMP 
                      Nay, Jack, It is not what you're
                      thinking.

                                JACK 
                      I trust our own welcome will be more
                      hospitable.

                                GUMP 
                      Jack, Jack, it's dwarves live here. Hard
                      working chaps. Hammering in the forge all
                      the live-long day. Make the most wondrous
                      things, they do.

	Jack stoops, picking a skull off the ground.

                                JACK
                      And this? Some of their handiwork?

                                GUMP 
                      Nay. That's but to distract the casual
                      visitor. A dwarf is too busy to suffer
                      fools gladly.

                                JACK
                      Better to kill than be disturbed.

                                GUMP 
                      Your imagination runs away with you,
                      Jack...Those bones be but battlefield
                      gleanings, like I mentioned. A wee bit of
                      carrion to frighten off the uninvited.

                                JACK 
                      Here is a bold champion's reward; to
                      serve as a dwarf's doorstop.

	Jack tosses the skull back to the ground, his face flushed
	with anger.

                                SCREWBALL 
                      What care the bones when the soul is
                      free?

	Gump leads the way into the cave. Jack and the others follow.

	INT.	CAVE - EVENING

                                JACK
                          (scornfully)
                      Bah! You faeries have the morals of
                      ferrets.

                                GUMP
                      You do the ferrets grave injustice, Jack.
                          (staring into the cave)
                      But come...best settled 'fore dark.
                      This be inhospitable country at night.
                      All manner of spriggen and banshee and
                      bogies walk these woods after sunset.

	Stalactites twist down like fangs from above as Gump leads
	the way through the underground labyrinth. Screwball walks at
	his side, a flaming candle-stub stuck to the top of his
	outlandish Roman helmet. Jack is right behind and the other
	faeries are strung out in the rear, some carrying torches,
	some candle-lantern others merely lighting the way with their
	own mysterious foxfire glow.

	Turning a final corner, the procession comes to a huge golden
	gong hanging on the cave wall, a wooden mallet beside it.

                                GUMP 
                      We wait here. Those that come this far be
                      considered guests. The others...well,
                      many false twists and turns lure them
                      astray.

	Gump delivers the gong a smart mallet blow. A-surprisingly
	musical note echoes and re-echoes down maze-like passage.

                                JACK 
                      Nice piece of work.

                                GUMP 
                      Pure gold it is...plays a different note
                      every time.

	Gump strikes the gong again. The pure, musical sound is
	indeed different as it reverberates among the stalactites.

                                GUMP	(CONT)
                      See?

	Gump strikes it a third time. Another note, even more
	beautiful, echoes with the second, forming a melodic chord
	within the cave.

	From around the bend a dwarf suddenly appears. This is OGG.
	He is a short, muscular fellow with a gray, waist-length
	beard covering his naked chest. His leather blacksmith's
	apron reaches all the way to the ground, concealing his feet.

                                OGG
                      Enough...enough...Do you mean to deafen
                      us with your infernal hammering?

	Gump steps forward and takes the dwarf fondly by the hand.

                                GUMP 
                      Friend Ogg. Excuse our enthusiasm,
                      occasioned as it was by a fondness for
                      you.

                                OGG 
                      Honeythorn Gump, is it? I've not seen
                      your ugly face since you sold me a jug of
                      cow piss claiming it was dragon's tears.

                                GUMP 
                      Well, bygones’re bygones, I always say.

                                OGG
                      Or was it the time you and Jimmy
                      Squarefoot stole the golden apples I'd
                      forged.

                                GUMP
                      Twas Jimmy done that, I merely stood for
                      the blame unfairly... but, here now, Ogg,
                      this be no time to rehash old
                      differences,	I've friends along in need
                      of safe haven for the night.

                                OGG 
                      Who might these friends be?

                                GUMP 
                      Screwball you know, and many other of the
                      wee folk. We serve as escort for our
                      grand champion, Jack o' the Green.

	Gump nods at Jack who bows politely.

                                JACK
                      Honored to make your acquaintance.

                                OGG 
                      Grand champion, is it? And what great
                      cause leads you to me?

                                JACK
                      We seek the ogre, Baron Couer de Noir. He
                      slew a unicorn and plunged the world into
                      eternal winter.

                                OGG 
                      Thought the weather terrible of late.

                                GUMP
                      We seek to undo the curse.

                                SCREWBALL 
                      Gonna make ogre-stew!

                                OGG 
                      Any enemy of Blackheart's a friend of
                      mine...Come on then, there's a bit of
                      soup left and clean straw to lie in.

	Ogg vanishes, abruptly as he came. Gump motions for the
	others to follow, leading them around the corner.

	INT.	FURTHER ALONG THE CAVE - NIGHT

	Ogg is far in the distance. Although his looks are deceptive,
	he is very agile and makes much better time underground than
	the other faeries.

	Suddenly, Jack stops short. He grabs Gump's arm and points to
	the sandy cave floor.

                                JACK
                      My God! Look!

                                GUMP
                      Something the matter?

                                JACK
                          (pointing)
                      Ogg's foot-prints!

	ANGLE:	(C.U. FOOTPRINTS)

	Etched cleanly in the sand are Ogg's peculiar footprints,
	leading forward into the depths of the cave. They are quite
	obviously the three-pronged prints of a large bird, such as a
	goose.

                                GUMP	(0.S.)
                      Shhh! Not so loud, mayhap he'll hear ye.

	ANGLE:	(JACK AND GUMP)

                                GUMP	(CONT)
                      Dwarves be very sensitive about their
                      feet.

                                JACK 
                      Certainly understandable.

                                GUMP 
                      Very secretive, they are. Keep their feet
                      covered up. Best if you don't mention it.

	Far down the passage, Ogg waves his arm impatiently.

                                OGG
                          (Calling)
                      Step lively now!

                                JACK 
                      His feet shall never cross my lips.

                                GUMP 
                      I should hope not!

                                JACK 
                      Gump, you're putting words in my mouth.

	The two hurry along the passageway to catch up with Ogg and
	the others.

                                GUMP 
                      Words be a far sight better than a
                      dwarf's foot.

	INT.	DWARVES WORKSHOP - NIGHT

	An underground Medieval factory. A row of glowing open hearth
	furnaces cast a vivid molten light across a dozen forges.
	Everywhere, dwarves are at work, hammering on anvils, heating
	metal with tongs, pumping bellows and trip-hammers; all
	wearing beards and floor-length leather aprons. The ROAR and
	CLANG of industry fills the air.

	The faerie troop reclines in shadowy niches along the back
	wall, eating and getting ready for sleep. Candles flicker,
	contrasting with the occasional will-o'-the-wisp dazzle of
	faerie light.

	Ogg guides Jack and Gump on a tour of the workshop, past
	bellows and furnaces without a word. Jack has a bowl of gruel
	and a wooden spoon. He eats with relish. Gump slurps at a
	dripping honeycomb.

	INT.	THURGIS' FORGE - NIGHT

	Ogg leads Jack and Gump to a forge set somewhat apart from
	the others. THURGIS is a hunch-backed dwarf busy shaping a
	white-hot sword blade on his anvil. A barely perceptible nod
	is his only greeting to the visitors.

	Rows of impeccably finished weapons, spears, swords and axes,
	stand stacked along the wall. Hanging above are magnificent
	golden shields and helmets. Jack puts down his bowl and
	examines the weapons as Thurgis plunges his glowing blade
	into a vat of blood. The HISS of steam is like a cry of pain.

                                OGG
                          (to Jack)
                      Can't beat dragon's blood for curing a
                      blade...Cousin Thurgis be co-master here.

	Thurgis studies the newly-tempered sword-blade, then arches
	an eyebrow as he regards Jack inspecting the finished goods.

                                THURGIS 
                      Each fit for a hero...My uncle fashioned
                      a hammer for Thor. Twas he named it
                      Mjolnir. Grandfather forged
                      Excalibur...You won't ever see finer
                      craftsmanship.

                                JACK 
                      Oh, but I have.

	Smiling, Jack draws his sword and hands it, pommel first, to
	Thurgis. The dwarf examines the weapon, admiring the keen
	edge.

                                THURGIS
                      How came you by this blade?

                                JACK
                      I slew the Lindfarne Worm with it.

                                GUMP
                      Jack's a grand champion.

                                THURGIS
                      He wields a champion's sword, true. I
                      know the work...fine work...
                      Stagnar's work. This is the sword called
                      "The Avatar".

	Thurgis hands Jack back his sword. He regards it with wonder.

                                JACK 
                      The Avatar. I like the sound of it.

                                THURGIS 
                      Sigurd the Volsung slew Fafnir with that
                      blade...See the line where Regin welded
                      the break?

	Jack runs his thumb over the weld.

                                JACK
                          (in awe)
                      Sigurd's sword...

                                OGG 
                      Another hero's hand-me-down...Thurgis,
                      note the armor; 'tis Greek work.

	Thurgis runs his hands over the decorative bas-relief
	hammered into Jack's breastplate.

                                THURGIS
                      Uhm...fine work.

                                JACK 
                      Achilles wore it before the gates of
                      Troy.

                                THURGIS 
                      You're well equipped, I'd say. Legendary
                      arms...

                                OGG 
                      Takes more than a good sword to make a
                      hero.

	Jack slides the sword back in its scabbard.

                                JACK 
                      I pray always to be worthy of it.

                                GUMP 
                      Stoutly spoke, lad. These dwarves be sore
                      grouches... Pay no heed to their spiteful
                      grumbling.

	Gump grabs Jack by the arm and leads him away from the forge.

                                JACK
                          (calling back)
                      I do thank you for your hospitality.

	The dwarves make no reply, but stand solemnly watching as
	Gump and Jack leave the workshop.

	INT.	JACK'S SLEEPING NICHE - NIGHT

	Jack sits on the straw-pile unbuckling his breastplate. Gump
	helps him to remove his greaves. The fabled sword leans an
	arm -length away.

                                GUMP
                      Don't let	 this talk of heroes upset
                      you, Jack. Sigurd's sword is no great
                      thing. The Volsung killed Fafnir. You
                      killed Lindfarne.
                      That's one worm apiece...I'd say you and
                      Sigurd were neck-and-neck.

                                JACK
                      We're not in a tournament, Gump.
                          (lying back in the straw)
                      Ah, but a sword twice tempered in the
                      blood of living dragons...

                                GUMP 
                      Tis not the sword that counts, but the
                      man what swings it. 
                          (Gump rises to leave)
                      Rest easy, Jack.

                                JACK 
                      God protect you, Honeythorn Gump.

                                GUMP
                      Your strong right arm's all the
                      protection I'll need this night.

	Gump wanders off. Jack arranges his bedding so it suits him.
	He places his sword close by the	pillow and turns to blow
	out the candle. He is distracted by the glow of faerie light
	and a musical presence. This is Oona.

                                OONA 
                      Do you always sleep with your sword,
                      Jack?

	Oona kneels beside his bedside.

                                JACK 
                      Never even had a sword in my hand until
                      yesterday.

                                OONA 
                      Then, tis not for chastity? Methought you
                      kept a naked blade twixt you and any
                      maiden chanced spend the night.

                                JACK 
                      I live in an abandoned fox den neath the
                      roots of a thousand-year-old oak. My bed
                      is pine boughs and rabbit skins. There's
                      no need of weaponry to keep the maids
                      away.

                                OONA
                      I'm partial to oaks, as are all faerie
                      folk. Mayn't I come visit sometime?

                                JACK 
                      I'd be honored.

                                OONA
                      Only that?

                                JACK 
                      And charmed, of course.

                                OONA 
                      Fie! Don't speak of charms. I should
                      charm you for being so dullwitted.

                                JACK 
                      I had no thought of offending you, Oona.

                                OONA
                      Do I not please you, Jack?

                                JACK
                      In every way.

                                OONA
                      And am I not fair?

                                JACK 
                      Wondrously so.

                                OONA
                      Then why do you speak sweeter words to
                      Jenny Greenteeth?

                                JACK
                      That was in jest.

                                OONA
                      Jest with me then.

                                JACK
                      How so?

                                OONA 
                      Tell me I'm fair, as you did the hag.

                                JACK 
                      You are fair as the first new flower of
                      spring...

                                OONA
                      And sweet?

                                JACK 
                      Sweeter than bee pollen on a summer wind.

                                OONA 
                      Pray you be sweet as your words, dear
                      Jack.

	Oona moves close to Jack, kissing his lips as a soft cocoon
	of faerie light engulfs them. Nearly enchanted, Jack pushes
	away.

                                JACK
                      Nay, Oona, tis not possible.

                                OONA 
                      A faerie's love makes anything possible.

                                JACK
                       I'm promised to another!

                                OONA 
                      What shape I take matters not. Long you
                      for another? I'll give you your heart's
                      desire.

	The faerie light burns brightly around Oona, surrounding her
	like a chrysalis as she alters and shifts, transforming into
	a grown woman. When she steps forward, parting the curtain of
	light like a naiad stepping through a waterfall, it is the
	Princess Lili who appears.

                                JACK
                      Lili!

                                OONA/LILI 
                      Come then, Green Jack, you've promises to
                      keep...

	Oona/Lili moves closer to Jack, running her hand behind his
	neck, embracing him.

                                JACK
                      No...this isn't real..

                                OONA/LILI
                      Oh but it is	I'm warm and alive and
                      happy to be in your arms.

	Furiously, Jack thrusts her aside.

	ANGLE:	(C.U. OONA/LILI)

                                JACK 
                      I'll not be enchanted! This is foul
                      magic!...What an abhorrent creature would
                      I be to dally with faeries guised as my
                      beloved when the Princess herself has
                      suffered God knows what fate.

                                OONA/LILI
                          (harsh and spiteful)
                      I wish I could show you that fate...Your
                      precious princess! I wish you could see
                      her now!


	INT.	BARON'S CASTLE (C.U. LILI) - NIGHT

                                                                 CUT TO:

	Lili has completely transformed into a savage beast. Fur
	covers her face, her ears are pointed. Sharp fangs punctuate
	her lips. Only her eyes still seem human and afraid.

                                LILI
                          (very frightened)
                      Please...kill me if you must...It would
                      be a gift.

	PULL BACK to show the dark room, windows shrouded by heavy
	black drapes. Thousands of candles drip and sputter, casting
	a flickering light across the clammy stone walls. The Baron
	stands before the cowering Lili, wearing his mask and wrapped
	in his cloak. In his gloved right hand he holds a whip.

                                BARON 
                      My generosity is not so large as that.

                                LILI
                      What do you want with me?

                                BARON
                      Your love.

                                LILI 
                      Your words sting more sharply than your
                      whip.

                                BARON 
                      I speak of love, and you think only of
                      the lash.

                                LILI
                      You are cruel! Your heartless jesting
                      worse than torture! How can you speak of
                      love when you see what I am!

                                BARON 
                      I like well what I see. It pleases me.

                                LILI 
                      But I'm hideous!

                                BARON 
                      You're magnificent.

                                LILI 
                      Grotesque...monstrous ...

                                BARON 
                      On the contrary! The puling, pallid
                      creature you were before was truly
                      something disgusting. Now you are
                      splendid...a fierce goddess...the
                      embodiment of all that is strong and
                      beautiful.

                                LILI 
                      You lie! You wish to humiliate me, as if
                      the form I'm forced to bear were not
                      punishment enough!

                                BARON 
                      You should glory in your animal nature.
                      It is your triumph! None know that better
                      than I!

	The Baron rips off his mask. Beneath is a savage face, half
	wolf, half goat, with a pair of curling horns poised above.
	Lili SCREAMS.

                                LILI
                      God protect me!

                                BARON
                      Not from me, surely...

                                LILI 
                      You...you're a beast!

                                BARON 
                      We're all of us beasts, my dear. Only
                      most are afraid to show it.

                                LILI
                      And you are you not also afraid?

                                BARON
                      I am afraid of nothing.

                                LILI
                      Then why hide behind a mask? You are
                      ashamed!

                                BARON
                          (laughing)
                      I know no more of shame than I do of
                      fear. I wear this mask not for
                      concealment but protection.

                                LILI
                      Protection?

                                BARON
                      I am a creature of darkness. I require
                      the shadow's solace and the black of
                      night... Sunlight is abhorrent to me...
                      I cover myself completely when ever I
                      venture forth in daylight. Sunshine is my
                      destroyer.

                                LILI 
                      Like some vile toadstool.

                                BARON 
                      I prefer to think, more like the
                      sagacious owl.

                                LILI
                      Do you feed on mice and rats?

                                BARON
                      I prefer a plump capon, but will happily
                      serve you rats if they're to your liking.

                                LILI
                      Why have you brought me here?

                                BARON
                      To be my bride, of course.

                                LILI
                      I'd sooner die.

	The Baron uncoils his sinister whip.

                                BARON
                      That is your choice, my dear, A wedding
                      will be far more swift, I assure you.

	The Baron strikes out at Lili with his whip. It cracks in the
	air close by her and she leaps back.

                                LILI
                      Damn you!

                                BARON
                      We're both of us damned, my beauty.

	Lili rushes to the window and pulls apart the heavy black
	drapes. A shaft of sunlight knifes across the shadowy room
	and strikes the Baron like a bolt from Heaven. He reels from
	the force, grimacing in pain. There is a note of triumph in
	Lili's shrill laughter.

                                LILI
                          (laughing)
                      Toadstool!

	The Baron cringes in the light. He lifts his thick cloak to
	shield himself and quickly pulls on his mask. This done, he
	retrieves his whip and advances on the cowering princess.

                                BARON 
                      Bold and plucky. I admire your spirit,
                      Princess, almost as much as I lust for
                      your savage, feline beauty.

	Princess Lili jumps up onto the window ledge, glancing down
	at the rocks far below.

                                LILI
                      I'm not afraid to jump. I'd prefer that
                      to being with you!

	The Baron makes no reply, but strikes unexpectedly with his
	whip. The lash coils around Lili's neck and pulls her off
	balance, yanking her back into the room. She falls on her
	knees at the Baron's feet.

                                BARON 
                      When the time's come, you won't need to
                      jump, I'll throw you out myself!

                                LILI
                      Do it now!

                                BARON 
                      No. Now is the time for discipline. Some
                      lessons in obedience for the future
                      Baroness.

	The Baron slashes Lili cruelly with the whip. 

                                BARON
                      Not as sweet as my caress.

	The Baron strikes her again.

                                LILI
                      Jack...Oh, Jack...help me...

	She CRIES OUT in pain.

                                BARON 
                      Too bad your precious Jack can't hear
                      you...the damsel in distress...A rescue
                      attempt would be most amusing...We could
                      flay sweet Jack alive as an after-dinner
                      entertainment...

	The Baron punctuates each bitter phrase with a stroke of the
	lash. Lili lies bleeding on the floor, WEEPING helplessly.

	DISSOLVE TO:

	INT.	JACK'S SLEEPING NICHE - NIGHT

	The SOUND of Lili's weeping CARRIES OVER as we SEE Oona,
	huddled in the corner of Jack's niche, crying softly to
	herself. She has resumed her faerie shape and the light which
	emanates from her fragile wings and body is of a tender,
	delicate hue. Jack kneels solicitously before her.

                                JACK 
                      Oona...don't cry...please, you mustn't...

                                OONA
                          (weeping)
                      You...you...you mortal you!

                                JACK
                      Please...

                                OONA
                          (sobbing)
                      Why should I feel such pain? Should be
                      the other way round...I could vex you...
                      make you dance your life away...

                                JACK
                      Threats won't make me love you. Tis not
                      the way of the human heart.

	Oona rises in a rage.

                                OONA 
                      What care I for the human heart! Such a
                      soft, spiritless thing it is. I prefer
                      the hearts of hawks and wolves; fierce
                      and free and keen as steel!

                                JACK
                      And as barren of love as stone.

                                OONA 
                      I would build a wall around me with such
                      stone, so the likes of you might never
                      enter.

                                JACK 
                      Be fair, Oona.

                                OONA 
                      You beware, Jack! You and your porridge
                      pot heart!
                      
	There is a bright whirlwind of faerie light, and in a
	brilliant, pyrotechnic moment Oona is gone.

                                JACK
                      Oona? Oona, are you still here? Blast!

	Jack arranges his cloak as a bed-cover and settles down for
	the night, drawing his sword and resting it beside him.

                                JACK	(CONT)
                      Hard enough to fathom a woman's mind,
                      what chance has one with a faerie?

	Jack blows out his candle. Blackness.

	INT.	CAVE MOUTH - DAY

	It is the next morning. The faerie army is preparing for the
	march, donning armor and putting a keen edge on their
	weapons. Jack is mounted on Sapphire, resplendent in
	Achille's armor. Gump brushes the coat of the foal. Ogg,
	Thurgis and several other dwarves have assembled to see them
	off.

                                JACK
                          (calling out)
                      Make haste! We've a hard day's march
                      ahead.

                                GUMP 
                      Be gentle with them, Jack. They only
                      march to please you. Were this a faerie
                      journey, we'd ride the wind on
                      thistledown and ragwort stems.

	Thurgis and Ogg approach. Thurgis carries a large, round
	golden shield. Ogg has something concealed behind his back.

                                THURGIS
                          (clearing his throat)
                      Ahem!...I'm naught for fancy words, work
                      as I do with my hands The world needs
                      champions and I favor that...

	Thurgis hands the gleaming shield up to Jack.

                                THURGIS	(CONT) 
                      I wrought this shield for noble Tristan
                      ere fate o'ertook him...No blade nor axe
                      can dent it. I believe it will serve you
                      well.

	Jack straps the shield over his back.

                                JACK
                      I pray always to be worthy of it and
                      thank you well, Thurgis.

	Ogg steps forward and hands two glittering objects to Gump.

                                OGG 
                      Baron Couer de Noir is a blight 'gainst
                      all nature. We dwarves be not fighters;
                      still we are with you in this battle.
                      Some of our handiwork may be of
                      assistance

                                GUMP
                      We be honored, friend Ogg.

                                OGG 
                      There's a coil of golden thread fine as
                      spider web yet naught can break it... and
                      a silver key no lock can resist.

                                JACK
                      You're with us in battle.

                                THURGIS 
                      May God protect you.

                                OGG
                      Aye, and valor select you.

	Oona flies down abruptly from above the trees. Without
	looking directly at Jack, she addresses the assembled faerie
	warriors.

                                OONA 
                      The raven has taken to wing and flies due
                      north!

	Jack waves his arm at the assembled troop of faeries and
	urges the unicorn to the head of the column.

                                JACK
                      Onward to victory!

	The entire troop gives out with a rousing CHEER as it sets
	forward on the final trek through the forbidding forest.

	EXT.	DEEP IN THE FOREST - DAY

	The trees are twisted and grotesque. A dense undergrowth of
	tangled vines studded with six-inch thorns blocks the troop's
	progress like over-sized concertina wire. Jack rides at the
	head of the column, hacking a pathway through the vines with
	his enchanted sword. Gump rides just behind, doing his best
	with his tiny battle-axe to clean up the excess.

                                GUMP 
                      ...this rate...we'll all be in our
                      graves...'fore we reach the Baron's
                      fortress...

                                JACK 
                      We'll surely be in our graves if we
                      don't.

                                GUMP
                      Going grows slower...we've not
                      made...half a mile in two hours.

	Jack continues slashing at the serpentine vines. A final,
	vigorous sword-stroke reveals a frozen meadow; broad, open,
	and inviting.

                                JACK
                      Gump, look!

	Jack urges the unicorn forward into the meadow. Gump and the
	remainder of the troop follow. At the far end of the clearing
	a row of cliffs stand like the ramparts of a city. Sheer and
	impassable, save for a narrow defile across which something
	very like a vast silver curtain hangs.

                                GUMP
                      God's blessing.

                                JACK
                          (pointing)
                      There's the way, mates.

	Jack gallops forward across the meadow, followed close behind
	by the cheering faeries.

	EXT.	DEFILE IN CLIFFS - DAY

	The faerie troops rein in a hundred yards from the opening.
	The silver curtain is now quite clearly SEEN as a gigantic
	spider web, the gossamer strands inches thick.

                                GUMP
                      What make ye of that, Jack?

                                JACK
                      It bodes evil.

	Oona swoops down from above, hovering in the air before the
	faerie column.

                                OONA
                          (scolding)
                      Is this a May Day pageant? Are you all
                      off on a lark?...The raven passed this
                      way hours ago!

                                JACK 
                      Heading north still?

                                OONA
                      True north ...
                          (she points)
                      Straight up that pass, through the net.

                                GUMP
                      Is it a net, then?

                                OONA
                      Some sort of net...I'll see.

	Oona flies rapidly away, straight towards the web.

                                JACK
                          (alarmed)
                      Wait!

                                GUMP
                      Willful creature, that one...

	ANGLE:	(OONA'S FLIGHT - JACK'S P.O.V.)

	Oona makes a bee-line for the web. She drives fearlessly
	ahead, without caution, flying straight into the center of
	the weave. Landing on the strands, she is immediately stuck.

	ANGLE:	(OONA IN WEB)

	The more Oona struggles, the more entangled she becomes. Like
	a trapped fly, her frenzied attempts set the entire web
	trembling.

                                OONA
                          (calling out)
                      Help! I'm stuck!...Oh please help!

	A giant spider the size of a man makes his way along the web
	towards the helpless Oona. There is something especially
	repulsive about the creature's monstrous shape. His movements
	are a coordinated ballet of evil.

                                OONA
                          (screaming)
                      Please!...Jack! Help me!... Don't let it
                      touch me!...

            ANGLE:	(JACK AND THE FAERIES)

	Jack draws his sword, calling to his troops.

                                JACK
                      Hurry! Save her!

	Suddenly, a staghorn beetle large as a rhinoceros lumbers out
	of the concealing bushes at the base of the cliff. Its black,
	armored wing-plates gleam like polished steel. The forked,
	six-foot horn towers above its head.

                                JACK
                      Lance!

	A young goblin lance-bearer hurries forward with Jack's
	lance, handing it up to him.

                                JACK	(CONT)
                      Archers! Bring down that spider! I'll
                      deal with this other creature...

                                GUMP 
                      Stay on your guard, Jack. The bug is
                      enchanted surely.

	Jack sheathes his sword, lowers his lance and, spurring the
	unicorn with a kick of his heels, charges straight at the
	giant beetle.

	The goblin archers rush forward shouting towards the cliff.

	Jack rides straight at the big beetle. His lance strikes the
	hard carapace of the thorax and glances off, doing no harm.

	Jack wheels the unicorn around and charges a second time. The
	lance hits the wing-casing and shatters. Jack is thrown from
	his mount. The evil beetle closes on him, pincers opening and
	closing like some grotesque engine of war.

	ANGLE:	(THE WEB)

	The spider is nearly upon Oona as the archers line up below.
	A hail of arrows hit the mark. The spider reacts with spasms
	of pain as they stud into him.

                                OONA
                      ...Kill it...Kill it!

	The arrows don't stop the spider and it reaches Oona, biting
	her in the leg. She screams into unconsciousness. The spider
	sets to work spinning filament and wrapping the stunned
	faerie up like a cocoon.

	ANGLE:	(JACK AND THE BEETLE)

	Jack scrambles to his feet, drawing his sword just as the
	beetle is upon him. A furious backhand slash lops off one of
	the insect's antennae. This doesn't slow it down; it
	continues to pursue the back-pedaling Jack, pincers clicking
	together like twin scythes. Jack parries and stabs, slashing
	at the beetle with his sword.

	A well-aimed thrust takes off half the beetle's foreleg.
	Quantities of foul, black blood gush forth onto the ground.

	ANGLE:	(THE ARCHERS)

	The goblin marksmen continue to pour a steady rain of arrows
	into the spider. The swollen abdomen bristles with dozens of
	accurate hits.

	Two oversized wasps, each with a six-foot wingspan, dive down
	on the archers. They scatter much as soldiers of a later age
	will react to a strafing by aircraft.

	One unfortunate pixie bowman is seized by a wasp and borne
	aloft. The wasp curls his abdomen beneath him. The barbed
	stinger emerges like a harpoon. The helpless, screaming pixie
	is stung through. The wasp releases the lifeless body and it
	drops back to earth.

	ANGLE:	(JACK AND THE BEETLE)

	Jack continues to retreat before the beetle's advance,
	slashing with his sword. The second antennae is neatly
	amputated, without any effect on the giant insect.

	Stepping backwards, Jack's foot goes into a hole and he is
	twisted off-balance and falls. The big bug's shadow darkens
	over him. The wicked pincers CLINK.

	ANGLE:	(THE MARE UNICORN)

	as she lowers her horned head and charges the beetle. Running
	straight and true as a fighting bull, the unicorn drives into
	the side of the bug. The long, spiraling horn catches the
	join between abdomen and thorax, sliding easily into the
	creature's side. The massive insect whips about in agony,
	snapping at the unicorn. Sapphire dances adroitly back out of
	harm's way.

	The interlude gives Jack the time to regain his feet. Rushing
	forward, he stabs his sword into the space between the
	insect's head and thorax. The pincers open and close
	helplessly. It is all over. Jack stabs the sword in a second
	time. The big bug collapses.

	Jack runs to Sapphire and vaults onto her back. With a
	victorious WAR CRY he charges forward to help the beleaguered
	archers.

	ANGLE:	(ARCHERS AND WASPS)

	Jack is attacked from above by one of the wasps. It hovers
	above, seeking either to sting him or pluck him from his
	mount. Jack wheels the unicorn about in a tight circle. The
	wasp circles overhead.
	With a sudden, overhand slash, Jack strikes the wasp's
	basketball-sized head from his droning body. The head drops
	like a stone. The body continues to fly in erratic circles,
	like pilotless aircraft, until it crashes, BUZZING, to earth.

	The disorganized faeries CHEER loudly as Jack rides up to
	assist them. The surviving wasp harasses them from above.

                                JACK
                          (shouting)
                      Don't aim for the body, the armor is too
                      strong...aim for the chinks...shoot at
                      the spaces between...

	The archers rally and aim as Jack instructed. Although the
	first arrows miss the mark, a second round is more accurate.
	The wasp is hit repeatedly between its body sections.
	Mortally wounded, it falls thrashing to the ground.

	ANGLE:	(JACK AT THE WEB)

	Jack urges Sapphire to the base of the cliff as the goblin
	archers dispatch the wounded wasp. Sword high, he leaps down
	and rushes to where several of the web's anchor strands are
	fastened. From his life in the wild, Jack knows certain
	strands are not sticky so the spider won't get caught in his
	own contrivance. Jack checks a strand but gets stuck and only
	pulls free with difficulty. He tries another and finds it
	clean.

	Sheathing his sword, Jack climbs the web, hauling himself up
	the uncoated strand like a sailor ascending the ratlines of a
	ship.

	The spider, though wounded, spins a shroud for the hapless
	Oona and does not notice Jack's approach. Jack draws his
	sword and thrusts up into the arachnid's arrow-studded belly.
	The huge spider whips about in pain. Jack strikes him again,
	slicing off one of his eight legs. Frantic, the spider
	charges. The Green Man stands his ground and splits the
	spider's head in two with a mighty stroke.

	The spider drops, falling past Jack, hanging-up in his own
	web below. Jack climbs to where Oona is bound, cutting her
	cocoon free from the web.

	Jack carries the silken-wrapped Oona back down.

	ANGLE:	(JACK AND FAERIES)

	Jack lays Oona's shrouded form on the ground and is
	immediately surrounded by the faeries.

                                GUMP
                      Well done, lad.

                                SCREWBALL
                      Three cheers for our champion.

	The faeries give out with a hearty HOORAY as Jack works
	deftly with his sheath-knife, slicing the gossamer webbing
	from around the unconscious Oona. He severs the last strand
	and lifts her from the confining cocoon.

                                GUMP
                      Is she...dead?

                                JACK
                      No, thank the Lord, but she be sore
                      envenomed by the spider's bite.

                                GUMP 
                      We're blind now, man. Oona was our eyes
                      and ears. How do we find Castle Couer de
                      Noir without her?

                                JACK 
                      We'll find it.

                                GUMP 
                      Easily said...the raven passed this way
                      hours ago.

                                JACK 
                      Heading true north. We continue in that
                      direction.

                                GUMP 
                      Never knowing when it takes a turn or
                      changes course.

                                JACK
                      We'll trust in faith, Gump.

                                GUMP
                      Aye, lad...we've little else to go by.

	The goblins and faeries have prepared a small litter from two
	lances and a woolen cloak. Three faeries lift Oona and place
	her on the litter. Her face is serene, as if she were
	sleeping.

                                JACK
                      Gently, boys...go easy with her.

	Jack draws his sword and chops through the bottom of the web,
	opening a passage into the defile.

                                GUMP
                          (barking)
                      All right, men! Let's bury our dead and
                      be on our way!

	EXT.	DEFILE - DAY

	The column of armed faeries marches steadily up the defile.
	Jack rides at the head; Gump beside him on the colt. Four
	faeries bear the litter, carrying Oona on their shoulders. In
	the distance behind them are four small, flower-decked
	mounds: the freshly dug graves in which their fallen comrades
	lie buried.

	EXT.	BARON'S CASTLE - NIGHT

	Like some deformed and dying organism, the towers and twisted
	turrets of the Baron's castle are silhouetted against the
	night sky. Utterly sinister in its malformed splendor, the
	building's shape suggests the embodiment of pure evil. High
	in the uppermost tower, a single light gleams through a
	slitted window.

	Winging silently towards the castle, the coal-black raven
	glides through the night like an angel from Hell.

	INT.	TOWER ALCHEMICAL LABORATORY, BARON'S CASTLE - NIGHT

	Dripping tallow candles cast flickering shadows across the
	mossy walls of the Baron's lab. All manner of arcane
	instruments; astrolabes, crucibles, retorts and furnaces, are
	crammed into the narrow room. Stuffed owls and crocodiles
	hang from the ceiling. The Baron, unmasked and wearing the
	flowing black robes of a master magician, is busy with an
	experiment. The table he works on crawls with toads and
	lizards; a large crucible drips blood. Several IMPS and
	DEMONS serve as the Baron's assistants, scurrying about the
	lab like characters from a Bosch painting. All are deformed,
	mutant creatures. They cackle and snigger like the
	inhabitants of a zoological madhouse.

	The Baron takes up a glass container filled with eyeballs and
	pours them into his bloody cauldron, muttering to himself,
	his horned, lupine head fierce as Lucifer..

                                BARON
                          (muttering)
                      Blind eyes, blind eyes, what do you
                      see?...The future's secrets belong to
                      me...

	A deformed imp with the head and goggling eyes of a fish,
	fidgets at the Baron's side. His evil master cuffs him and
	barks an order:

                                BARON	(CONT)
                      Batwing!...Bring me batwing, oaf, Be
                      quick about it!

	The imp scampers off, searching among the musty jars and
	canisters.

                                BARON	(CONT)
                      And leper's thumb!...Be swift, before the
                      mixture cools!

	All at once, the raven flies into the room, flapping in
	circles around the lab before coming to rest on the Baron's
	shoulder.

	The raven rasps into the Baron's ear like a back-fence
	gossip. The Baron listens and nods, completely familiar with
	the language of birds. His reaction is one of vast amusement.

                                BARON
                          (laughing)
                      An army of faeries!...How very droll...Do
                      they carry flowers stead of spears?
                          (the raven croaks)
                      Oh, real spears, they mean to be taken
                      seriously...
                          (the raven croaks again)
                      A boy riding a unicorn?...things are
                      getting serious indeed.

	The Baron paces his laboratory, the raven riding on his
	shoulder. He pauses by a shelf where a bouquet of black roses
	stands in a vase crafted from a human skull. The Baron
	selects a single ebony blossom and sniffs it pensively.

                                BARON	  (CONT)
                      So...the faeries are marching...if by
                      some miracle they get past the insects
                      we'll have a surprise ready...

	The Baron crushes the black rose in his fist. When he opens
	his hand, the blossom has been magically transformed into a
	hideously deformed bat. The bat unfolds its wings, revealing
	toad-like gargoyle's features and a long, forked reptilian
	tail. The grinning mouth is studded with tiny, needle-sharp
	teeth.

                                BARON	  (CONT)
                      Yes...you'll do nicely... very nicely.
                      Just the sort of creature to rip a faerie
                      to shreds ...

	The bat-demon takes wing and circles the lab, diving suddenly
	at the fish-headed imp, who SCREAMS in terror. The bat
	fastens himself on the shrieking imp, tearing with his tiny
	teeth. The imp waves his arms frantically in a futile effort
	to dislodge the creature. Blood flows. The Baron's cruel
	LAUGHTER ECHOES in the vaulted room.

	DISSOLVE TO:

	EXT.	FOREST - DAY

	A heavy mist shrouds the twisted trees, blunting their
	agonized shapes as if in pity. The Baron's demonic LAUGHTER
	CARRIES OVER and merges with the raucous CALLING of crows. A
	flight of the black birds passes through the fog, appearing
	suddenly, then fading just as abruptly into the gray.

	The SOUND of marching men is HEARD. A moment later, the
	faerie troop is glimpsed, trudging forward out of the mist.
	Jack and Gump ride at the head of the dispirited column.

                                JACK
                      Why not admit it, Honeythorn
                      Gump. We've lost our way entirely.

                                GUMP
                      Long as we don't lose heart, Jack...

                                JACK 
                      We'll never find the Baron's castle.

                                GUMP 
                      Once you thought we'd never find the
                      Greek's armor and look at ye now, decked
                      out like a proper hero.

	ANGLE:	(JACK'S POV)

	The wind parts the mist ahead on the trail and for just a
	moment a hideous form is glimpsed. Shaped like a hunchback
	with overlong arms, the creature has the head of a boar, with
	a long, flattened snout and curved tusks. This is JIMMY
	SQUAREFOOT.

                                JACK	(0. S.) 
                      Hold! What manner of demon be this?

	ANGLE:	(JACK AND GUMP)

	Jack draws his gleaming sword.

                                GUMP
                      Wait,	Jack.

                                JACK
                      Nay.	This time we strike first!

	Jack kicks the unicorn's flanks and gallops ahead down the
	trail, brandishing his sword.

                                GUMP
                          (shouting)
                      Jack, no!

	Gump urges the colt into a fast run and hurries after Jack.

	The pig-headed creature darts off the trail and sprints into
	the woods. Jack is right behind, the unicorn swift as the
	wind. Whichever way the creature turns in his frantic effort
	to escape, the unicorn leaps ahead, cutting him off.

	A projecting tree-root catches the creature's foot and sends
	him sprawling. Jack leaps down, sword in hand and rushes up
	for the kill.

	The creature snuffles and grunts with fear as Jack stands
	over him, poised for the killing thrust.

                                JIMMY
                      No hurt Jimmy, sir...oh no, please,
                      sir...

                                JACK
                      I'm sending you back to Hell!

	Gump gallops up breathlessly on the colt.

                                GUMP
                      Hold, Jack! Don't strike!

                                JACK
                      Nay.	I show no pity to imps
                      and fiends.

                                GUMP 
                      I know the rogue, Jack. Tis Jimmy
                      Squarefoot.

                                JIMMY
                      Yes, poor Jimmy...never hurt no one...

                                GUMP
                      He be a frightful-looking sod, tis true,
                      but harmless for all that.

                                JACK
                      Is he a friend, then?

                                JIMMY
                      Yes, yes...Jimmy Squarefoot good friend
                      to one and all...

                                GUMP
                      He's no enemy, that's sure.

	Jack relents and sheathes his terrible sword.

                                JACK 
                      Forgive my blood haste, Jimmy Squarefoot,
                      but I want no more surprises from Couer
                      de Noir.

                                JIMMY 
                      The Black Baron, you say?

                                GUMP 
                      Aye. We be on a quest to set the world
                      aright.

                                JACK 
                      But seem to have gotten lost on the way.

                                JIMMY
                      Lost?

                                JACK 
                      Much good we do the world, for all our
                      noble quest...

                                JIMMY
                      Jimmy Squarefoot no lost.

                                GUMP 
                      Well, clap yourself on the back then,
                      mate, and point the way to Castle Couer
                      de Noir.

	Jimmy Squarefoot gets to his feet, dusts himself off with
	dignity, and with exaggerated formality, extends his arms and
	points into the distance.

                                JACK
                          (laughing)
                      Simple as that, eh?

                                JIMMY 
                      Castle Couer de Noir built with
                      magic...simple as death...strong as
                      hate...

                                JACK
                          (bewildered)
                      You do know where it is?

                                GUMP 
                      Hear him out, Jack.

                                JIMMY 
                      Many time Jimmy Squarefoot try find a way
                      inside... many, many time...Plenty
                      treasure there, oh plenty, plenty...It a
                      bad place... blacker than the Baron's
                      heart...

                                JACK
                      Can you show us the way?

                                JIMMY
                      To Castle Couer de Noir?

                                JACK 
                      There'll be spoils aplenty if you guide
                      us there. Once we breach the walls, help
                      yourself to all you can carry.

                                JIMMY
                      That very nice.

                                GUMP
                      Will you do it, Jimmy?

                                JIMMY
                      No way over walls...too much magic.

                                JACK
                      Let that be our problem, just get us
                      there.

                                JIMMY
                      You follow.

	Jimmy Squarefoot starts off in the direction he pointed, his
	odd, loping gait more animal than human. Jack looks
	doubtfully at Gump.

                                JACK
                      Can we trust him?

                                GUMP
                      No...but what choice have we?

                                JIMMY
                      Follow Jimmy Squarefoot.

	Jack waves his arm, signaling the troop to advance.

                                JACK
                      on to Castle Couer de Noir!

	The troop follows Jack and Gump as they ride after Jimmy
	Squarefoot into the fog-shrouded woods.

	INT.	DUNGEON, BARON'S CASTLE - NIGHT

	The SNAP of a whip is as abrupt as the change of scene.

	A vile stone cellar, walls dripping with moss and slime.
	Human bones litter the earthen floor. Chains and shackles
	hang between the instruments of torture: there is an Iron
	Maiden, a rack and a charcoal brazier heating various tongs
	and pincers.

	The whip CRACKS again as the SHADOW of the Baron moves across
	the wall.

	Princess Lili is chained to a stone pillar. Clothed only in
	tatters, her glossy pelt striped with bloody welts from the
	lash, she huddles helplessly before the fury of the Baron.

	The Baron strikes again with the whip. Semi-conscious, Lili
	can do little more than whimper when she is hit.

                                BARON
                      Your moans seem almost pleasurable, my
                      dear... developing a taste for the lash?

                                LILI
                          (groaning)
                      Kill me...I want...so nice...

                                BARON
                      Why should I kill you?
                          (strikes her again)
                      A simple course in etiquette. Something
                      your parents sadly overlooked.

	The Baron slashes at her with the whip.

                                LILI
                      No more...please ...

                                BARON
                      I can keep a victim alive for
                      weeks...months, if I desire it...it's an
                      art. They beg for death...I
                      keep it just out of their reach.
                          (he strikes her with the whip)
                      The pain remains constant.

                                LILI 
                      Don't, please...I'll do what you desire
                      ...

	The Baron coils his whip.

                                BARON 
                      Sweet Princess, you begin to sound most
                      reasonable.

                                LILI
                      What do you want from me?

                                BARON 
                      At the moment, very little. Your company
                      at my table...

	The Baron beckons and a squat imp with the features of a
	bullfrog scurries out of the shadows and unfastens the
	shackles binding Lili.

                                BARON	(CONT)
                      We'll get you cleaned up, find a suitable
                      gown...I imagine you'll enjoy a good
                      meal?

                                LILI
                      Oh, yes...

                                BARON
                      A few day's nourishment will see your
                      strength returning.

                                LILI
                      And then?

                                BARON
                      Yes?

                                LILI
                      What will become of me then?

                                BARON
                      When you are ripe for my pleasure, I will
                      enjoy the harvest.

                                LILI
                      I see...

                                BARON
                      I'm pleased you're not troubled by the
                      prospect...

                                LILI
                      Do as you wish with my body, you'll never
                      possess my soul!

                                BARON 
                      Your soul?...Why should I bother with
                      such a paltry trifle?

                                LILI
                      I don't expect you'd understand.

                                BARON 
                      My dear Princess, the human soul is a
                      highly elusive commodity. I suggest you
                      spend some hours before the glass.
                      Contemplate your intriguing reflection
                      and consider whether such a creature as
                      yourself could possibly possess something
                      as fine and beautiful as a soul.

	The Baron pulls a hand-mirror from beneath his robe and hands
	it to Lili. She refuses to look at herself, casting the glass
	aside in a rage.

                                LILI
                      You're a beast!

                                BARON 
                      Indeed I am, my dear..that makes us a
                      pair!

	The Baron's lupine features appear even more demonic as he
	LAUGHS.

	EXT.	CAMP IN THE FOREST - NIGHT

	A small fire blazes under an ice-coated tree. The faerie
	troop huddles about it in their robes for warmth. Deformed
	like a torture victim, Castle Couer de Noir is silhouetted
	against the frozen sky.

	Gump and Jimmy Squarefoot sit on a fallen log next to Jack,
	who stares gloomily at the hideous fortress beyond the trees.

                                GUMP
                          (shivering)
                      Never felt so cold in all me born days...

                                JACK
                      The chill is worse this night.

                                JIMMY
                      It be the castle...we feel the
                      castle...it be that close...

                                JACK
                      A castle's but stone and mortar -

                                JIMMY
                      Nay. Castle Couer de Noir is Devil's
                      work...built with sorrow and grief...

                                GUMP
                      Don't like the feel of it, Jack.

                                JACK
                      It's your own fear troubles you...We're
                      here, aren't we? For all the dark magic
                      protecting it.

                                JIMMY
                      The walls be glued together with blood
                      and tears...the wind in the battlements
                      cries with pain...

                                GUMP
                      Mayhap the Baron wanted us to find him.
                      What good is magic if you don't make use
                      of it.

                                JACK
                      Give in to despair and all is lost.

                                GUMP
                      It feels wrong, Jack...like a trap.

                                JACK
                      There's more than one way to spring a
                      trap.

                                GUMP
                      Aye, so long as you're not too greedy
                      for the bait.

                                JIMMY
                      Plenty treasure inside... Jimmy seen it
                      once.

                                JACK
                      You've been inside?

                                JIMMY
                      In a dream.

                                JACK
                      Don't speak to me of dreams! I feel I've
                      been dreaming since the unicorn was
                      killed.

                                GUMP
                      That be so, better you pinch yourself
                      now, Jack.

                                JACK
                      On the morrow I'll be awake enough to see
                      if dreams come true.

                                GUMP
                      Pray they don't turn out to be
                      nightmares.

	Jack ponders this morbid thought as he and his companions
	stare silently into the dwindling fire.

	DISSOLVE TO:

	EXT.	FOREST CAMP - MORNING

	The dying embers of the campfire CARRY OVER and BLEND into
	the blood-red blaze of the rising sun. Swathed in mist and
	fog, the day star gleams dully, like the glowing eye of some
	half-mad creature.

	VARIOUS ANGLES

	The faerie warriors prepare for battle. Moving like ghosts in
	the mist, they gather weapons and carefully hone their swords
	and spear-tips.

	SOUNDS of HAMMERING and CHOPPING, as the elves and goblins
	work at building ladders and siege equipment.

	A pair of faeries fits together a catapult, the parts of
	which were painfully transported all this distance.

	Jack and Gump stand on a small rise overseeing the activity.
	As the sun's warmth dispels the mist, the massive walls of
	Castle Couer de Noir materialize before them.

	ANGLE:  (CASTLE, JACK & GUMP'S POV)

	Shreds of mist are stripped away by the wind, like dead flesh
	peeling from a corpse, as the true nature of Castle Couer de
	Noir is revealed for the first time. The massive walls of the
	deformed fortress are constructed not of blocks of stone but
	with human bones! Like the catacombs of Paris, the skulls and
	bones, millions and millions of them, are arranged in
	geometric and decorative patterns, stacked one upon the
	other, an ossuary reaching to the sky.

                                JACK	(O.S.)
                      The battlements of Hell...

	ANGLE:	(GUMP & JACK)

	The Green Man and the faerie stare in mute horror at the
	walls of the castle. The monstrosity of the evil dwarfs them.

                                GUMP
                      Tells you something 'bout him what lives
                      there...

                                JACK
                      We'll need more siege machinery and
                      longer scaling ladders.

                                GUMP
                      Why not mine the damned walls?

                                JACK
                      We do both. Our frontal attack a
                      diversion whilst we drive a tunnel
                      under...

	Gump is cheered by Jack's decisiveness and the boldness of
	his plan.

                                GUMP
                      I'll set the dwarves to digging.

	Gump hurries off down the hill, muttering and chuckling to
	himself.

                                GUMP	(CONT)
                      Together unto the breach...
                      storming the bastions of darkness...

	EXT.	CASTLE TOWER - DAY

	His black cloak whipping in the wind, masked and gloved, the
	unicorn horn mounted as a sword and strapped at his side, the
	Baron stands gazing down from his tower at the frenzied
	faerie activity below. At his side are two FISH-HEADED
	DEMONS, made more hideous by the deformed armor they wear.

                                BARON
                          (laughing)
                      An army of mites...see them scurry...

	ANGLE:	(THE FAERIES, BARON'S POV)

	From the height of the tower, the faeries indeed seem to be
	mites, frenzied in their tiny activity. A battery of
	catapults is aligned, scaling ladders laid out in even rows.
	Gump barks orders as the faerie soldiers form ranks.

                                BARON	(0. S.)
                      Even a wolf has fleas...

	ANGLE:	(BARON & DEMONS)

	The Baron leans against the parapet, the armored demons at
	his side.

                                1ST DEMON
                      Why so few?

                                BARON
                      Faith.

                                2ND DEMON
                      Whut?

                                BARON
                      Delusion...a kind of magic which works
                      against the magician.

                                1ST DEMON
                      Fool's magic.

                                BARON
                      Precisely. Faith has persuaded them a
                      pygmy with a sling can kill an armed
                      giant.

                                2ND DEMON
                      Dumb magic. Giant smash peewee.

                                BARON
                      Always.

                                2ND DEMON
                      We go out, smash 'em now?

                                BARON
                      No. Smashing is not required. I have a
                      surprise for our tiny invaders ...Raise
                      that hatch!

	The Baron points to an iron grill covering a skylight. The
	demons scuttle over and lift it off. Immediately, the DRONE
	of thousands of tiny wings is HEARD within.

                                1ST DEMON
                      I love surprises.

	The DRONING grows LOUDER and LOUDER until a dark swarm of
	fanged frog/bats rushes from the keep like a dark whirlwind.

                                2ND DEMON
                      Birdies...pretty...

                                BARON
                      I doubt the faeries will admire their
                      beauty,...Come, this will be fun to
                      watch.

	The demons lurch back to the parapet, peering over with the
	Baron as the black cloud of SCREAMING frog/bats descends like
	an angry tempest on the faeries gathered below.

	EXT.	FOREST CAMP - DAY

	A FANFARE of trumpets as the faerie soldiers form ranks on
	the plain before Castle Couer de Noir. Rows of catapults,
	siege towers and scaling ladders are arranged along the edge
	of the icy forest. Gump strides up and down in his armor
	before the assembling troops, barking orders like a sergeant
	major.

                                GUMP
                      Step lively now!...Pick up the pace,
                      lads...This is war, not baby-pinching or
                      curdling milk...

	Splendid in his armor, Jack rides the unicorn in review as
	the faerie soldiers stand in proud formation before him.

                                JACK
                      Well done, Mr. Gump. A braver-looking
                      host I can't imagine...

                                JACK (CONT)
                      Men, I'm not much on pretty speeches. In
                      a short while, the heat of battle will
                      test us all, and I know that each of you
                      will prove true and -

	Jack is interrupted by the DRONE of thousands of wings
	growing EVER-LOUDER. A shadow falls across the assembled
	soldiers. Jack looks up to see the cause.

	ANGLE:	(THE SKY, JACK'S POV)

	Like a tornado of utter evil, the dark storm cloud of
	frog/bats swirls down from the castle tower, their high,
	falsetto SCREECHING rising above the DRONE of wings.

                                JACK	(0. S.)
                      What calamity be this?

	ANGLE		(THE FAERIE TROOP)

	The cloud of fluttering frog/bats envelops the ranks of
	faerie soldiers. Fluttering, screaming, the tiny winged
	creatures swarm into the ranks biting and scratching. The
	faeries strike futilely at them with swords and spears. It is
	like fighting gnats with a teaspoon. There is no way to keep
	order. In a moment, it's every man for himself. The formation
	is broken.

	VARIOUS ANGLES

	Screwball has a frog/bat attached to his face, the tiny teeth
	ripping. He tears at the creature and falls to the ground,
	rolling over and over and SCREAMING in pain..

	A frog/bat zooms down on Gump. SEEN C.U., the gaping frog
	mouth with its row of needle-sharp teeth is genuinely
	terrifying.

	Gump is already having problems with a half-dozen clinging
	frog/ bats. They bite and tear through his clothing as he
	swats at them.

	The entire formation of faerie soldiers is in disarray. They
	mill about in frantic confusion, helplessly fighting the
	swirling myriads of frog/bats surrounding them.

	In his armor, Jack is relatively well-protected from the
	infuriating, creatures. Sword in hand, he hacks flying
	frog/bats from the air as skillfully as a tennis player
	returning a serve. Several of the evil winged creatures land
	on the unicorn's rump, biting and drawing blood. Sapphire
	rears and whinnies in fear and pain.
	Jack swats them off with his free hand, doing his best to
	soothe his mount at the same time.

                                JACK
                      Easy girl...easy now, Sapphire...calm
                      yourself, they're no worse than horse
                      flies in summer... 
                          (calling out)
                      Men! Defend yourselves!... Form a shield
                      wall...hurry! Form a shield wall!

	ANGLE:	(THE FAERIE TROOP)

	Struggling in panic against the aerial onslaught of the
	frog/bats, the faerie soldiers take heart from Jack's
	command. They rally with encouraging cries of: "Come on
	lads, hop to it." "Get your shields up." And "All together
	now, form the wall."

	The savage flying cloud continues its torment as the
	beleaguered faeries muster together and form a large shield
	wall. The troops in the center lift their shields above their
	heads, forming an armored ceiling against the dive-bombing
	frog/bats. The outer perimeters are also ranked with over
	lapping shields. The entire phalanx closes itself in behind a
	solid wall of iron shields.

	Jack and Gump, among the last to join the formation, hurry to
	its protection as the fury of the frog/bats swirls about
	them. Jack jumps down from the unicorn and pulls his mount
	with him under the protection of the shield wall.

	INT.	UNDER THE SHIELD WALL - DAY

	Jack urges Sapphire to kneel among the troops. He wipes the
	blood from her flanks and calms her.

                                JACK
                      Down girl...kneel, my darling...it's all
                      right now...you're safe in here.

	A steady, gong-like CLANGING resounds under the shield wall.
	it is the SOUND of hundreds and hundreds of frog/bats diving
	into the uplifted shields.

	Gump, his clothing torn and face bloodied, crawls over to
	Jack between the stalwart shield-holders.

                                GUMP
                      A fine mess this is... horrid, nipping
                      creatures ...What do we now, Jack?

                                JACK 
                      Defend ourselves. We've bested far worse
                      already.

                                GUMP
                      Easily spoken...

                                JACK
                      Don't lose heart...Assemble the archers.
                      Have everyone not holding a shield man a
                      bow. Shoot the damned things as they fly.

                                GUMP
                      There aren't enough arrows.

                                JACK
                      Never mind. Just do it! Retrieve the
                      arrows somehow.

	Gump thinks it's helpless but nevertheless musters up a
	determined expression and begins barking commands in his most
	military manner.

                                GUMP
                      Here we go then, lads. You heard Jack.
                      Every man with a bow, front and
                      center...Aim up through the shields. Send
                      these damn gad-flies to hell...

	The archers scramble into position, kneeling between the
	shield holders and aiming up through the intervening spaces
	at the frog/bat tempest fluttering above them.

	EXT.	CASTLE TOWER - DAY

	The Baron and the demons watch the frenzied commotion below.
	The Baron enjoys the spectacle immensely.

                                BARON
                          (laughing)
                      Fight's over before it's begun...soon the
                      survivors will be in full retreat.

                                1ST DEMON
                      Then we smash 'em?

                                BARON
                      Anything left for smashing you may
                      happily smash.

                                2ND DEMON
                      We watch...good fun...

                                BARON
                      Indeed, the best of fun... Enjoy
                      yourselves.

	The Baron wraps his cloak about him and starts for the
	stairs.

                                1ST DEMON
                      You go? Not watch fun?

                                BARON
                      I have something far more pleasant
                      awaiting me.

                                2ND DEMON
                      More fun win battle?

                                BARON
                      This is another victory, my friends. What
                      began with the lash shall be concluded
                      with a caress.

                                2ND DEMON
                          (leering)
                      You go to lady now?

                                BARON
                      To finish last evening's delightful work.

                                1ST DEMON
                      We come watch we come watch.

                                BARON
                      Nay. This is a private affair, no
                      audience welcome...Better you watch the
                      dismantling of our enemies...and, look
                      you, see the moat is set aflame.

                                1ST DEMON
                      Fire moat...why do that?

                                BARON
                      Purely a precaution...

	The Demons bow low.

                                DEMONS
                      As you command, sire...

	The Baron stalks off, sweeping down the circular stairs into
	the keep.

	INT.	CASTLE PASSAGEWAY - DAY

	The passage is dark and windowless, lighted by occasional
	flaming torches. The Baron strides the length of the hall. He
	strips off his protective black garments, casting them aside
	in his impatient lust. First, the heavy gloves, then the wolf
	mask, last, with a flourish, the floor-length midnight cloak.

	Stripped to a simple under-gown, the Baron pauses before a
	thick iron-bound door. He is panting now, his nostrils
	dilated, flecks of spittle frothing his whiskers. His eyes
	narrow as he flings open the unbolted door and steps forward
	into darkness.

	INT.	UNDER THE SHIELD WALL - DAY

	Beneath the shield wall is a world of shadows, the shield
	bearers dark and solid as tree trunks; the archers moving
	between them like silhouettes of Sagittarius. Beams of light
	stab down through the openings. The archers kneel, aim and
	fire upwards into the light. The DRUMMING of dive-bombing
	frog/bats rumbles like thunder.

	The archers encourage one another with boasts and
	compliments. "Good shot." "Right between the eyes!"
	"Bullseye!" etc. etc.

	Screwball kneels and fires next to Jack and Gump,

                                SCREWBALL
                          (muttering)
                      Steady...steady...
                          (he fires)
                      There! Straight on ...straight...
                          (his eyes widen with delight)
                      Bloody marvelous shot!

	Something CLANGS on the shields above. Screwball's arrow
	drops at his feet. Three frog/bats are impaled upon the shaft
	like shish kabob.

	Screwball grabs up the arrow and waves his trophy in front of
	Jack and Gump.

                                SCREWBALL (CONT)
                      Look at that shot! Three at once! I can't
                      miss!

                                GUMP
                      Very thrifty. Even got your arrow back.

	All at once, a bright BLAZE of orange LIGHT brightens the
	interior of the shield wall.

                                SCREWBALL
                      Sweet slippers of Oisin!

                                GUMP
                      They've fired the moat!

                                JACK
                      Water doesn't burn...

                                GUMP
                      And frogs don't fly and bite like
                      tomcats. It be magic, Jack ...powerful
                      ogre's magic.

                                JACK
                      There isn't much time!

                                GUMP
                      Been telling you that all along, lad.

                                JACK
                      What magic have we on our side?

                                GUMP
                      Faerie magic's no match for a sorcerer's
                      power...We have Ogg's gifts, the key and
                      the --

                                JACK
                      That's it! The unbreakable line! We'll
                      tie it to an arrow and fire it up into
                      the timbers above the portcullis...then,
                      I'll climb up and chop down the
                      drawbridge.

                                GUMP
                      Will you chance a miss?

                                JACK
                      There must be some way to get it up
                      there.

	Gump eyes Screwball, aiming through the shield-wall, and a
	sly smile spreads across his elfin features.

                                GUMP
                      Now, Jack, me thinks I have the perfect
                      solution...

	EXT.	PLAIN IN FRONT OF CASTLE - DAY

	A wall of bright flames surrounds the castle, the black smoke
	blending with frog/bats. Cowering beneath all this wall seems
	a meager fortress at best.

	INT.	BARON'S BEDROOM IN CASTLE - DAY

	Macabre walls of the Baron's, the swirling cloud of fury, the
	faeries' shield.

	It is very dark. A small fire on the heart provides the only
	light, casting bold, flickering shadows across the spartan
	chamber.

	Something moves in the shadows. Something sleek and swift.
	There is another movement, sensual and predatory; a hunting
	animal.

	The shadows dance; animal forms glide through the flickering
	light. They are not hunting, but mating. Their fur shines in
	the firelight. Tails SWISH in erotic sinuosity. The low,
	growling MOAN of their love language is the SOUND of pure,
	primal pleasure.

	Glimpsed through the shadows, the sensuous sliding animal
	movement of the Baron and Lili becomes a passionate ballet.
	Their dark bodies writhe and merge, a collision of clouds -
	the mating of shadows.

	Lili is no victim here, but a willing and eager participant.
	She seems utterly feminine and feline, her back arched, a
	vibrant MOAN purring from her throat.

	The Baron mounts her, proud as a stallion, and their rhythmic
	coupling casts lyric shadows across the bare stone walls.

	EXT.	SHIELD WALL - DAY

	Drifting smoke swirls over the uplifted shields as Jack, Gump
	and Screwball break from the cover and protection of the
	phalanx. They sprint across the open plain. The smoke covers
	them. Their escape goes unnoticed by the furious frog/bats.

	EXT.	EDGE OF FOREST - DAY

	At the crest of the hill where the plain meets the wooded
	forest, the faeries' siege machinery stands in martial ranks
	facing Castle Couer de Noir. A row of catapults is front and
	foremost. Jack and Gump run up the hill towards the engines
	of war. Screwbal1 lags behind, complaining.

                                SCREWBALL
                      Why me, that's all I ask?... Why not
                      Gunner or Floki?... Someone who doesn't
                      bruise so easy...

	Screwball reluctantly joins the others at the first of the
	catapults.

                                SCREWBALL (CONT)
                      Someone like Floki...or Squarefoot or--

                                GUMP
                          (full with authority)
                      You'll do it because I am your liege and
                      I command you to do it!

	Screwball gulps back a complaint and kneels before Gump.

                                SCREWBALL
                      Aye...my Lord...

                                GUMP
                      Rise, Screwball, and into the basket with
                      you.

	Screwball gets slowly to his feet, and just as slowly climbs
	into the launching basket of the catapult.

                                SCREWBALL
                      Maybe there's a better idea...What about
                      birds... get a lift from some friendly
                      bird...

                                JACK
                      Haven't heard a bird sing in days...

                                SCREWBALL
                      Or a kite!...We could make a kite...Let
                      the wind do the work --

                                GUMP
                      Shut up!

	Screwball is instantly silent. Gump hands him the dwarves'
	golden rope.

                                GUMP
                      Start acting like you're worthy of this
                      mission... Here. Whatever you do, don't
                      dare drop it.

                                SCREWBALL
                      Nay, Sire, I'll cling to it as to life
                      itself...

                                GUMP
                      Good, lad...Here, Jack, give me a hand
                      with the windlass...There's a good 
                      fellow...

	Together, Jack and Gump labor at winding back the windlass on
	the catapult. As they turn, the launching arm is drawn slowly
	back, a cowering Screwball fearfully clutching the golden
	line in the woven-leather basket.

                                JACK
                      One more turn...

                                GUMP
                      That's it!

	The launching arm is bent back into a taut arch. Screwball
	clenches his eyes shut. Jack stands by the release lever.

                                JACK
                      Have the engineers corrected for
                      alignment and trajectory?

                                GUMP
                      Aye. Before the wee pesties attacked.

                                JACK
                      Then it's Godspeed, Screwball.

                                GUMP
                          (loudly)
                      Fire away!

                                SCREWBALL
                      Oberon's hump protect me-eeeeeeee!

	Jack pulls the lever releasing the windlass and the arm whips
	forward, catapulting Screwball high into the air over the
	castle. His cry is lost on the wind as his form diminishes
	into a tiny dot arcing over the walls above the flaming moat.

	EXT.	CASTLE COURTYARD - DAY

	A lean-to roofed with thatch is built along the inside wall,
	sheltering a stable. The courtyard is deserted as Screwball
	comes hurtling like a meteor. He lands in the thatch and
	sinks from sight.

	After	a moment, Screwball's pixie face appears out of the
	straw.

                                SCREWBALL
                      Someone what doesn't bruise, says
                      I...glorious mission, says they...

	A CLATTER of armored FOOTFALLS alerts Screwball to the
	approach of the Baron's demonic troops. A squad of hideous
	Heironymous Bosch imps, fearful combinations of reptiles and
	swine, long-beaked birds with insect wings, feathered
	rodents, deformed jackals, trots NOISILY across the cobbles
	below.

	Screwball ducks into the thatch.

                                SCREWBALL
                      Dear...oh, dear...straight from Hell by
                      the looks of 'em...

	The grotesque armor the imps wear adds to their sinister
	appearance They JABBER LOUDLY at one-another in a fearful
	GOBBLEDYGOOK. The wicked points of their partizans glitter,
	passing at eye-level as Screwball burrows deeper into the
	thatch.

	After a moment, the echoes of the imps passage fades.
	Screwball pops up out of the straw and has a look around, the
	coiled golden line clutched tightly in his grasp.

                                SCREWBALL
                      Bet they eat elves for breakfast...

	Screwball clambers to the top of the lean-to roof and climbs
	up the protruding bones and skulls to the top of the wall.

	EXT.	TOP OF WALL - DAY

	Screwball stares down the dizzying abyss into the flaming
	moat. He waves at his beleaguered companions, but is hidden
	from view by drifting smoke. This is a good thing, for
	another squad of imp-goons troops across the courtyard below.

                                SCREWBALL
                      Get moving, Screwball, 'fore they serves
                      you up on a piece of toast!

	Screwball scampers along the ridge of the wall, hopping over
	the crenellations like a squirrel.

	EXT.	LEDGE - DAY

	The wall abuts into the curving battlements of the central
	keep, towering above. A narrow ledge leads away from the top
	of the wall, arcing around the keep to the portcullis.

	Screwball begins the traverse like a mountaineer, edging one
	sliding foot at a time along the ledge, trying not to look
	down into the flame and smoke, nor across at his comrades
	huddled under the shield wall.

	EXT.	EDGE OF FOREST - DAY

	Jack and Gump wait by the catapult, straining to see through
	the smoke shrouding the facade of the ghastly castle.

                                GUMP
                          (pointing)
                      There he is...out on the keep!

	ANGLE:	(THE CASTLE - GUMP'S POV)

	At the distance, Screwball seems quite helpless, inching
	along the outer wall of the keep like a mouse on the back of
	a sleeping lion.

	ANGLE: 	(JACK)

                                JACK	(0.S.)
                      I see him.

	As he stares, hawklike, at Screwball.

                                JACK
                      He'll be atop the portcullis ere long.

                                GUMP
                      Best get down close to the moat, lad.

                                JACK
                      Aye. We're good as inside.

                                GUMP
                      It's what we'll find there worries me.

	Using the drifting smoke for cover, Jack runs down the open
	hillside towards the flaming moat.

	EXT.	LEDGE - DAY

	Screwball continues his cautious progress across the curving
	facade of the keep.

                                SCREWBALL
                      I should be out sippin' fresh cow's milk
                      straight from the udder...that's what I
                      should be doing...

	Screwball's progress takes him under a sealed iron shutter.
	The SOUND of GROWLS and MOANING brings him up short.

                                SCREWBALL	(CONT)
                      What's this now?

	Hooking his fingers into the eye-sockets of a convenient
	skull, Screwball gets a good grip and clambers up the wall to
	the window sill. Hanging like a bat, he peers through the
	tiny slit between the bottom of the shutter and the sill.

	INT.	BARON'S BEDCHAMBER (SCREWBALL'S POV) - DAY

	The SOUNDS of MOANING are LOW and VIBRANT. The room is masked
	in shadows. Items of torn, discarded clothing lie in
	contorted positions about the flagstone floor. The coals on
	the hearth glow like the eyes of a demonic beast. Not far
	away, the unicorn horn leans against the wall, bathed in the
	ember's glow. Lili and the Baron lie together amidst a tangle
	of quilts and featherbeds. They MOAN softly, bodies wrapped
	in sinuous ease. Their dark fur gleams. Very tenderly, they
	lick one-another, like cats.

	EXT.	LEDGE - DAY

	Screwball carefully lowers himself back to the ledge,
	grinning like a pixie.

                                SCREWBALL
                      Found the alicorn, I did, I did...Found
                      the Baron, too..hee, hee...

	Screwball tip-toes away on the ledge, more sure of himself
	now.

                                SCREWBALL (CONT)
                      Won't be the first caught on love's
                      horns.

	EXT.	ROOF OVER PORTCULLIS - DAY

	A copper-sheathed arch rising over the entranceway. The
	drawbridge is drawn-up tight underneath and serves as a
	massive gate.

	Screwball hops off the ledge onto the roof. A gargoyle
	rivaling the Baron's impish cohorts juts out of the wall just
	beneath. Screwball ties one end of the golden line around it.

	EXT.	EDGE OF MOAT - DAY

	Jack hurries along the moat-edge, flames licking past him. He
	looks up and spots Screwball tying the line to the gargoyle
	above.

                                JACK
                      Screwball, down here!

	Screwball waves at Jack.

                                SCREWBALL (CALLING DOWN)
                      Hello, Jack.

                                JACK
                      Done like a champion. Can you reach me
                      with the line?

	EXT.	ROOF OVER PORTCULLIS - DAY

	Screwball ties his sheath-knife to the other end of the line.

                                SCREWBALL
                      Easy as eating pancakes.

	Screwball tosses the weighted line out over the moat. It
	clears the flames and lands at Jack's feet.

	EXT.	CASTLE WALL - DAY

	Jack jumps with the line and pendulums across the moat
	through the leaping flames. He lands with his feet against
	the bones of the wall and proceeds to haul himself up, hand
	over hand.

	EXT.	DRAWBRIDGE WINCH - DAY

	Jack reaches the top of the drawbridge. He walks the rope
	like a man on a leash and gets a leg over the top. On a small
	platform under the open roof stands a large wooden winch. The
	thick cable securing the drawbridge is wound around it.

	Jack climbs onto the platform and draws his sword. In three
	swift strokes he hacks through the cable. The winch spins
	wildly as the chains holding the drawbridge rattle out
	through embrasures.

	Amid the clatter, the drawbridge slowly descends.

	EXT.	CASTLE - DAY

	The drawbridge gathers speed and lands with a LOUD CRASH
	across the flaming moat.

	EXT.	SHIELD WALL - DAY

	Batting away bombarding frog/bats, Gump rushes up to the
	shield wall, shouting for joy.

                                GUMP
                          (shouting) 
                      Lads...look!...The drawbridge is
                      down...The walls be breached...

	The faeries under their shields give out with a single,
	exultant victory CHEER, breaking ranks and running pell-mell
	down the hill towards the lowered drawbridge. The frog/bats
	fly after them like a swarm of pursuing bees.

	High above the portcullis, Jack waves his sword in the air,
	cheering them on.

	EXT.	DRAWBRIDGE - DAY

	SHOUTING and YELLING like invading Vikings, the faerie
	soldiers swarm across the drawbridge, swords and spears on
	high. They are met by an alarmed contingent of the Baron's
	household guard. A nightmare battle is joined, faeries
	against fiends. The CLASH of steel on steel RINGS through the
	stone courtyard. Sapphire gallops into the thick of the fray,
	impaling a mole-faced imp on her long, spiraling horn.

	The frog/bats, swarming in under the open portcullis, make no
	distinction between friend and foe, biting and harassing the
	Baron's troops as indiscriminately as the faerie soldiers.
	This adds an additional element of confusion to the conflict.
	The faeries gain ground, hacking and stabbing into the inner
	reaches of the castle.

	EXT.	ROOF OVER PORTCULLIS - DAY

	The ROAR and HOWL of battle drowns Jack's enthusiastic CHEERS
	as he urges his men on from atop the roof over the
	portcullis.

	We SEE Screwball eagerly telling what he observed in the
	keep, but the SOUNDS of the conflict below COVER his actual
	words. It is obvious from Screwball's enthusiastic gestures
	that he describes the location of the unicorn horn. Screwball
	points along the ledge to the shuttered window in the keep.

	A tremendous CRY OF VICTORY rises from below as the faeries
	break through the ranks of imps and surge forward into the
	castle.

	INT.	BARON'S BEDROOM - DAY

	The room is dark. Lili lies in the Baron's arms surrounded by
	tangled bedclothing. He strokes her soft fur gently. A
	muffled CRY is HEARD outside and Lili, alarmed, sits up
	abruptly.

                                LILI
                      What was that? Did you hear that?

                                BARON
                      It's nothing. My men take great delight
                      in routing the enemy. Don't trouble
                      yourself, beauty.

                                LILI
                      It sounded like it came from the
                      courtyard.

                                BARON
                      From the parapets most likely. The men
                      are amused by a battlefield entertainment
                      of my own contriving.

                                LILI
                      Might we watch, too?

                                BARON
                      Later, beloved...Now I wish only to be
                      with you...

	Lili snuggles against the Baron's chest, running her fingers
	through the silky hair covering him.

                                LILI
                      And I with you...I never dreamed life
                      held such pleasures...

                                BARON
                      Pleasure is for those who seize it! Do
                      you think those insipid, pale skinned
                      mortals will ever know such rapture?

                                LILI
                      It's odd...when I first found
                      myself...changing... I was sick with
                      loathing and disgust. I thought I was so
                      ugly I wanted to die...

                                BARON
                      And, now?

                                LILI 
                      Now I want to live forever. I've never
                      felt so strong or happy.

                                BARON
                      Or looked so beautiful...

                                LILI
                      Yes. I feel that, too. Weakness is what
                      is ugly.

                                BARON
                      Precisely, my darling. Your animal
                      strength, your primitive power has
                      surfaced...you are what you desire.

                                LILI 
                      To be strong and free...that is all I
                      desire.

                                BARON
                      So you shall be...Like our brothers, the
                      hawk and the wolf, our spirits know no
                      master...we are created in the pure image
                      of the savage God that set our turbulent
                      universe in motion.

	Lili stretches languidly, rubbing against the Baron.

                                LILI
                      And what savagery would please you most,
                      my Lord?

	The Baron's talons rake Lili's fur as he hauls her into a
	rough embrace.

                                BARON
                      Mating with you, beloved...to share that
                      exquisite pain once more.

	The Baron bites her shoulder. Lili YIPS with animal delight.

	The iron shutters are thrown open with a loud CRASH. A swath
	of sunlight stabs into the darkened chamber. Sword in hand,
	Jack stands on the window sill, silhouetted against the
	brightness outside.

	The Baron SHRIEKS and falls off the bed, GROANING with pain
	on the floor.

                                BARON
                      The light!...The light!..

                                JACK
                      Yield, Couer de Noir, or I grant no
                      quarter!

	The Baron scrambles on all fours across the floor, seeking to
	avoid the light. He snatches up the unicorn horn leaning
	against the wall and ducks into the shadows.

                                BARON
                      Protect me, beloved!...I need your help!

	ANGLE: 	(LILI)

	as she reacts to the Baron's plight. Her eyes narrow; her
	ears tuck back; a low GROWL rumbles from her throat as she
	bares her fangs.

                                BARON	(0. S.)
                      Defend me!...My darling, you must defend
                      me!

	With the ROAR of a savage jungle cat, Lili leaps down off the
	bed as Jack jumps into the room.

                                JACK
                      Afraid to fight, Baron?

	Claws hooked and gleaming, Lili stalks GROWLING between Jack
	and the cowering Baron. Jack doesn't recognize her, so
	monstrous is her savage appearance. He backs away a step,
	holding his sword in front of him.

                                JACK	(CONT)
                      Any closer and I'll cut you down.

	Lili GROWLS. With a sudden leap, she is upon Jack, raking his
	face with her claws as she sinks her fangs into his neck
	where the bare flesh shows above his breastplate. Jack
	SCREAMS in surprise and pain, falling back under Lili's
	attack.

	Jack and Lili fall to the floor, rolling over and over in a
	fierce struggle.

	In the shadows, the Baron takes advantage of this
	distraction. He creeps to the side of the fireplace and pulls
	a hidden switch. A secret panel swings away from the wall.
	Quickly, the Baron scurries inside the dark passageway
	beyond. The panel slides closed behind him.

	Jack pulls free from the wild creature assaulting him. He
	struggles to his feet, grabbing up his sword where he dropped
	it in the attack.

	Lili crouches, SNARLING as Jack backs away. With a wild CRY,
	she springs at him again. Jack thrusts defensively with his
	sword. Lili is impaled, the gleaming blade run completely
	through her body. MOANING, she sags into Jack's arms, his
	golden armor drenched in her blood.

	ANGLE:	(JACK & LILI)

	as she trembles in Jack's unwilling embrace, Lili's features
	alter and transform. The fangs and claws disappear. Her fur
	is gone. She is just a naked girl again, dying in her lover's
	arms.

                                JACK
                          (shocked)
                      Lili! No!

                                LILI
                      Jack...Forgive me...

	As gently as possible, Jack pulls the sword from Lili's body.
	He drops the weapon to the floor and lifts the gravely
	injured Princess in his arms.

                                JACK
                      What have I done?

                                LILI
                      Only what's right...

	Jack carries Lili over to the bed and lays her gently down.

                                JACK
                      I thought you were dead...I--

                                LILI
                      I was bewitched...it's better this way...

                                JACK
                      They told me you were dead.

	Lili is weakening.

                                LILI
                      I wish I were...will be soon...Don't be
                      troubled, Jack, tis a great gift you've
                      given me...

	Jack buries his face in the bed-clothes, sobbing.

                                JACK
                      No! I won't let it happen...

                                LILI
                      You've freed me, Jack...

                                JACK
                      It's the Baron's damnable work! Too
                      cowardly to stand and fight he used you
                      to save himself.

                                LILI
                      No...it's not you he's afraid of,
                      it's...light...

                                JACK
                      What?

                                LILI
                      Sunlight...It destroys him.

                                JACK
                      Sunlight?

                                LILI
                      That's why he goes masked during the
                      day...

                                JACK
                      So, he's hiding in the dark...

                                LILI
                      In the dark...where I join him...

                                JACK
                      No! Don't let go...you mustn't! I love
                      you!

                                LILI
                      And I...love you...

	The door to the bedroom crashes open and Gump, along with
	Screwball and several other armed faeries, enter excitedly.

                                GUMP
                      Jack! The courtyard's been taken...The
                      Baron's forces are besieged in the south
                      tower. No sign of...Jack? Do you hear
                      what I'm saying? We've won, lad.

                                JACK
                      It doesn't matter.

                                GUMP
                      Nonsense! Course it matters.

                                JACK
                      ...the Princess Lili...I've killed her.

	Gump approaches the bed and examines the wounded Princess.

                                GUMP
                      She's sore hurt, Jack, tis true, but not
                      dead yet.

                                JACK
                      The wound is mortal.

                                GUMP
                      Nay. You've not reckoned with the powers
                      of faerie medicine.

                                JACK
                      Can you save her?

                                GUMP
                      Easily...The question is, can we save
                      ourselves? Be a shame to win the battle
                      only to lose the war.

                                JACK 
                      I don't ... understand.

                                GUMP
                      The alicorn, lad. Come to your senses!
                      Unless we find Baron Couer de Noir and
                      bring back the horn the world is doomed.

	Jack is himself again, eager for action. He grabs up his
	fallen sword and starts for the sealed secret passage.

                                JACK
                      The Baron hides in the dark in a
                      passage...under the Castle...Quick, give
                      me the dwarf's key...the one which opens
                      any lock...

                                GUMP
                      In the dark, lad? Why should he do that?

                                JACK
                      Because sunlight will kill him. Quickly
                      now, give me the key.

                                GUMP
                      Sunlight, you say?

                                JACK
                      Aye. Hurry now, Gump, the key!

                                GUMP
                      Mean you to seek him out below?

                                JACK
                      I'm not afraid of the dark.

                                GUMP
                      I admire your valor, Jack. By all means,
                      seek him out...But first, we needs visit
                      the kitchen.

	INT.	KITCHEN - DAY

	On stout shelves along the masonry walls are rows and rows of
	brightly polished plates and pots. All sizes and shapes;
	gold, silver and copper kitchen utensils shine and sparkle.

                                JACK	(0.S.)
                      The kitchen?

	ANGLE:	(JACK & GUMP)

	They stand by the huge hearth, staring up at the cookware
	shining all around them.

                                GUMP
                      The kitchen be the most important room in
                      a palace, for if the victuals ain't
                      right, little else is likely to be so.

                                JACK
                      Did you bring me here to sup?

                                GUMP
                      Nay, lad, we're here to collect a weapon
                      you'll need fighting the Baron.

                                JACK
                      What weapon?

                                GUMP
                      Sunlight.

                                JACK
                      Plan on carrying some away in a kettle?

                                GUMP
                      Easier than that, Jack.
                          (to Screwball)
                      Screwball! Fetch me down a couple of them
                      plates.

	Screwball scurries up to a nearby shelf and brings down two
	large golden plates.

                                SCREWBALL
                      How're these?

                                GUMP
                      They'll do nicely.

	Gump takes a plate and polishes it on his sleeve. He points
	to the far side of the room.

                                GUMP	(CONT)
                      Stand over there and hold your
                      plate...like this.

	Gump demonstrates how he wants the plate held. Screwball
	grips it with both hands, holding it up before Jack like a
	mirror.

                                JACK
                      Will you explain what's going on?

                                GUMP
                      Patience, lad.

	Gump moves to where a beam of sunlight angles through the
	high kitchen window. He holds his plate in the light, trying
	different angles, until at last he manages to reflect the
	sunlight, beaming it straight at the plate Screwball holds.
	Instantly, it is reflected off Screwball's plate and strikes
	Jack straight in the eye, blinding him.

                                JACK
                      Hey! Stop it! I can't see.

                                GUMP
                      Ah ,but you will. And so will the Baron,
                      when we bring a little light to his dark
                      hideaway.

	Gump aims his platter at Jack. A BLAZE of reflected sunlight
	FILLS THE SCREEN with dazzling whiteness.

	INT.	SECRET PASSAGE - DAY

	A DAZZLE OF SUNLIGHT FILLING THE SCREEN.

                                GUMP	(0.S.)
                      Very nice, Goldenrod.

	A very young elf struggles to hold a giant golden salver,
	sending a beam of sunlight scintillating down the meandering
	tunnel.

	Gump and Jack hold torches at the next bend. Gump positions a
	lovely naiad with a copper pot lid, stealing a kiss on her
	fair shoulder in the process.

                                GUMP
                      Stand here, my dear...that's right...

	Gump stands behind the naiad, guiding her arms so that the
	pot lid catches the sun-beam properly.

                                GUMP
                      Turn it just a wee bit...

	The beam bounces on down the tunnel.

	ANOTHER	ANGLE: (PASSAGEWAY)

	The passageway zig-zags up through the interior of the
	castle, steep stone stairs leading from level to level.
	Faeries stand at every bend, passing the sunlight one to
	another like an astral bucket brigade. Standing in a long
	soup-kitchen line in the darkness alongside, is a file of
	elves, faeries and gnomes, each holding a platter, bowl or
	pot lid.

	ANGLE:	(JACK & GUMP)

	Drawn sword in hand, torch up-lifted, Jack stands at the head
	of the procession, impatiently stepping forward into
	darkness.

                                JACK
                      Can't we move any faster?

                                GUMP
                      Tis a delicate operation, lad. Requires a
                      bit of engineering...Next!

	A hunched, long-bearded GNOME hurries forward, clutching a
	copper frying pan polished to a mirror-finish.

                                GNOME
                      Brown Tom o' Kirkdale reporting for duty,
                      sir.

                                GUMP
                      Stand easy, Brown Tom. Right here is
                      good...

	ANGLE:	(JACK - FURTHER DOWN THE TUNNEL)

	Jack has moved quite a good way down the tunnel, a corona of
	torchlight surrounding him in the darkness.

                                JACK
                          (calling back)
                      Seems to be some sort of vaulted chamber
                      up ahead...

                                GUMP
                          (yelling back)
                      Don't get too far!

                                JACK
                      Hurry up!

	INT.	VAULTED CHAMBER - DAY

	Torch in hand, Jack moves cautiously out of the passageway
	into a vast underground room spacious as the nave of a
	cathedral. Stone columns thick as tree-trunks rise into the
	shadows above. Jack never relaxes his guard. He turns to
	check behind him every third step.

	From a distance, Jack shines like a multi-faceted jewel. His
	every surface winks with reflected light: breastplate,
	shield, helmet, even the long, tapered sword held before him.

	Gump's voice ECHOES from FAR AWAY:

                                GUMP	(0. S. )
                      Ja-ack...

	Jack is mid-way into the chamber. He moves like a canny
	warrior, pivoting, checking his rear, light on his toes.

	ANGLE

	The sibilant HISS of a sword-blade rending the air. The CLANG
	of contact as the torch is knocked from Jack's grasp and sent
	tumbling to the floor.

	Jack whirls to face the challenge. It is the Baron! Enormous
	in the flickering light of the fallen torch, like some horned
	bear on his hind legs, the Baron advances, the unicorn horn
	gripped in his sword hand.

	Jack hauls his shield off his back, stepping forward to meet
	the challenge. The Baron swings with both hands gripping the
	horn hilt. Jack parries with the "Avatar". When steel hits
	alicorn it is as if lightning strikes. Sparks fly. A second
	exchange has Jack in retreat.

	The Baron lunges with the alicorn. Jack receives the thrust
	on his shield. The curling point of the horn punctures the
	dwarf's handiwork like an arrow through a target. For a
	moment, the two combatants are locked together, face-to-face.
	Secure in his armor, Jack swings his sword at the unclad
	Baron. He leaps back with the agility of a wild beast,
	wrenching the shield from Jack's grip and flinging it
	clattering aside into darkness.

	Jack backs away as the Baron renews the attack. Again, the
	lightning CLASH of swordplay. Jack strives valiantly to
	withstand the onslaught but the Baron is too powerful. The
	swordfall comes faster. Jack stumbles to one knee. The Baron
	disarms him with a mighty blow. The "Avatar" RINGS musically
	as it tumbles out of reach into the shadows.

	The Baron's leering face is made more demonic by the unsteady
	torchlight.

                                BARON
                      So, boy...Pray while there's still breath
                      in you...

	The Baron draws back his arm for the death stroke. The torch
	flickers out.

	The Baron's CRY RESOUNDS in the BLACKNESS.

                                BARON	(0.S.)
                      Die!...

	ANGLE:

	A blinding FLASH of LIGHT. The Baron SCREAMS, a wail of utter
	pain as the beam of sunlight hits him.

	ANGLE:

	Screwball stands by a pillar holding a silver plate. He
	directs the sunlight at the Baron, following him as he twists
	and writhes in agony.

	ANGLE:

	Jack scrambles across the floor, seizing his fallen sword. He
	leaps to his feet and rushes at the cringing Baron, caught in
	the light like a hapless moth.

	It is Jack's turn to wield a death-blow. He draws back to
	strike and the LIGHT WOBBLES. The BEAM STRIKES Jack in the
	eyes. He is momentarily blinded. He swings and misses, his
	sword carving the empty air.

                                JACK
                      Damn!

	ANGLE:

	Gump rushes up to Screwball, cuffing him sharply on the back
	of the head.

                                GUMP
                      Dolt!

                                SCREWBALL
                      Sorry.

	The CLATTER of HOOF-FALLS is HEARD galloping in the distance.

	Jack rushes up, sword in hand.

                                JACK
                      He's getting away! He was at my mercy.

                                GUMP
                      Never show mercy!

                                JACK
                      I could have struck off his head just
                      now!

                                SCREWBALL
                      Sorry, Jack.

                                JACK
                      It's done...we'll never catch him.

                                GUMP
                      Ever wondered why Jenny Greenteeth said
                      you needed the fastest steed on earth?

                                JACK
                      Sapphire!

	Gump turns brusquely to Screwball, grabbing his tunic.

                                GUMP
                      Fetch the unicorn...pass it along...

	Screwball runs up the vast chamber to an elf standing at the
	entrance to the passageway.

                                SCREWBALL
                          (panting)
                      Fetch the unicorn...pass it along...

	The elf turns abruptly and runs up the tunnel.

	INT.	SECRET PASSAGEWAY - DAY

	From elf to dwarf to goblin the word is passed. The wee folk
	scurry like moles in the dark tunnel, their PIPING VOICES
	taking up the cry:

                                VARIOUS FAERIES
                      fetch the unicorn...pass it along...fetch
                      the unicorn ...pass it along...fetch the
                      unicorn...pass it along...

	The tiny VOICES MERGE and BLEND as the message is transmitted
	more and more rapidly. The words are lost in the steady
	rhythm. It is like the CHIRPING of crickets on a summer
	evening.

	INT.	VAULTED CHAMBER - DAY

	The CHIRPING VOICES CARRY OVER and become the CLIP-CLOP of
	hooves. A graceful elf leads Sapphire, the mare unicorn, out
	of the darkness to where Gump, Screwball and several other
	faeries stand waiting.

                                GUMP
                      Swift as thistledown on the wind, that's
                      the faerie way...

	Jack has recovered his shield, now slung across his back. He
	vaults effortlessly aboard the unicorn, clutching the long
	mane.

                                JACK
                      Easy, Sapphire...

	Gump hands him up a blazing torch.

                                GUMP
                      Ride like wild fire, Jack.

                                JACK
                      He'll not escape me.

                                GUMP
                      You're on your own...like a true
                      champion.

	Jack stabs his heels into the unicorn's flank and is lost
	from sight as a single leap carries him into darkness. Gump
	and the others stand watching as the SOUND of hoof-clatter
	FADES.

                                GUMP
                      ...champion ...

	INT.	CAVE - DAY

	Jack gallops out of the vaulted chamber through a tall portal
	leading into a winding cave. Torch held high, Jack races
	between the tapered spines of stalagmites. The shadows of the
	stalactites, hanging like daggers, shift on the stone walls
	as the unicorn thunders past.

	Up ahead, a distant gleam of natural light beckons.

	EXT.	CAVE MOUTH - DAY

	Jack and Sapphire burst from the mouth of the cave in a spray
	of dust. Jack wheels the mare around to a halt as he studies
	the barren ground. A distinct set of hoof-prints leads off
	into the distance. Jack urges Sapphire into a gallop along
	this track.

	EXT.	DEMONIC LANDSCAPE - DAY

	VARIOUS ANGLES

	It is a landscape of Death, like some Breughel vision of
	Hell. Ravaged by war and pestilence, all of the trees are
	stripped bare. The houses are in ruins, broken walls and
	tumbled towers stand like rotten stumps. Bones protrude from
	the muck. Corpses lie bloated and moldering.

	Wagon wheels are set atop naked trees, skeletons tied spread
	eagled across them. Like hooded inquisitors, vultures perch
	hunched along the rims.

	Villages smolder in ruins in the distance. Smoke drifts like
	fog between the blasted trees. Resolutely, Jack keeps up the
	chase. The unicorn flies like a spectre across the moribund
	landscape. Jack is riding towards the very gates of Hell
	itself.

	EXT.	EDGE OF THE WORLD - DAY

	The landscape is barren now even of destruction. Mud
	volcanoes belch steam and fire. Grotesque buttes hunch under
	an unforgiving sky.

	A wall of sulfurous flames leaps like a vast curtain behind
	the sudden precipice cleaving abruptly from the edge of the
	earth.

	The Baron stands alone like a Titan at the edge of this
	cliff, his mount dead at his feet.
	His silhouette is terrible against the flames. He holds the
	alicorn like Zeus gripping a thunderbolt.

	Jack trots forward on Sapphire to meet him. At twenty paces
	distance, he dismounts and draws his sword.

	The Baron smiles.

                                BARON
                      Welcome, Jack...I knew you'd be along.

	Holding his shield before him, Jack closes on the Baron.

                                BARON	(CONT)
                      You are Jack, are you not?...The Princess
                      has told me so much about you...

	Jack grimaces at the mention of Lili.

                                JACK
                      You cursed her!

                                BARON 
                      I gave her a taste of such joy as her
                      wildest dreams never provided...even now
                      my seed takes hold in the fiery furnace
                      of her womb.

	Jack rushes at him in anger.

                                JACK
                      You lie!

	Jack swings wildly. The Baron parries with the alicorn.
	Sparks FLASH on contact. Jack is driven back.

                                BARON
                      Foolish boy! I take what I want and so I
                      took your Princess!

                                JACK
                      Damn you!

	Jack leaps to the attack but the Baron holds him back, SPARKS
	FLYING.

                                BARON
                      Yes ...exactly...damnation! Don't you
                      know me, Jack? Don't you know from whence
                      I come?

	The Baron's form alters hideously. Huge leathery wings sprout
	behind him. His eyes glow like coals.
	Talons form on his hairy hands. Lizard scales armor his
	chest. He truly appears to be a demon from Hell.

                                BARON	(CONT)
                      I bring your head as a gift to my Lord
                      Lucifer.

	Alicorn gripped in both hands, the Baron rushes forward. He
	swings with all his might. Jack parries with the "Avatar".
	There is an EXPLOSION of LIGHT. Jack's sword is broken in
	two. The force of the blow knocks him to his knees. He is
	helpless.

	The Baron raises the alicorn to strike.

                                BARON	(CONT)
                      For you, oh my master, Satan!

	ANGLE

	As the Baron stands, sword/horn uplifted like a sacrificial
	priest, the storm-darkened heavens suddenly part. The clouds
	open and a ray of sunlight strikes the Baron like a bolt from
	God.

	The Baron contorts with pain in the bright light. The unicorn
	horn glows white-hot. The fur on his hand smokes and he drops
	the alicorn, SCREAMING with pain.

	Without warning, Sapphire gallops up behind the Baron and
	spears him through the middle. The unicorn lifts his writhing
	form high in the air, impaled like some kicking insect. With
	a toss of her horn, she hurls him to the ground.

	The Baron hunches on his knees, gripping his mid-section in a
	futile attempt to keep the foul black bile from spilling out
	of him like a discharge of sewer water. He rears back his
	fanged head and SHOUTS in pain:

                                BARON
                          (crying out)
                      Lord Satan...protect me!

                                ANGLE

	Jack jumps to his feet. In three swift strides he has
	snatched-up the alicorn. It is no longer incandescent with
	heat.

	Without pausing, Jack delivers a round-house swing, lopping
	the Baron's head from his shoulders. A fountain of black
	filth spews from his truncated neck as the body topples.

	The severed head bounces off the edge of the cliff, tumbling
	out of sight past circling buzzards into the haze of smoke.

	Jack looks over and grins at Sapphire, who rears and whinnies
	in triumph.

	The Baron's body sags like a deliquescent pumpkin, leaking
	rottenness. Smoke swirls around the cliff edge. Jack wipes
	the alicorn clean of the Baron's black blood.

                                JACK
                      He's dead, Lili...he can't hurt you any
                      more...

	The Baron's body continues to melt away, seeping into the dry
	dust like bubbling tar.

	Sapphire sidles over and rubs against Jack. The Green Man
	wraps his arm around the unicorn's neck. The two companions
	stand at the edge of earth, staring out into the swirling
	flames.

	EXT.	HILLSIDE OVERLOOKING CASTLE COUER DE NOIR - DAY

	The world is lush and green once again! The trees billow like
	deciduous cumuli. Bold spring flowers polka-dot the emerald
	meadow. In the distance, the Castle Couer de Noir is in
	flames, thick, black smoke staining the azure sky.

	The faerie army marches across the meadow, singing
	jubilantly. They carry their wounded away on litters.
	Foremost of these are the biers bearing Oona and Lili. The
	Princess's litter is festooned with blossom ; heaps of wild
	flowers blanket the unconscious girl.

                                FAERIES
                          (all singing)
                      They sky is high, the world is wide,
                      Beneath the flowers faeries hide...

	Mounted on Sapphire and her foal, Jack and Gump pause on the
	crest of the hill to look back on the faerie procession and
	the burning castle. Jack carries the alicorn like a marshal's
	baton. The SOUND of the faeries' SINGING drifts  musically up
	across the meadow. Jimmy Squarefoot staggers along under an
	armload of booty.

                                JACK
                      A good day for singing...

                                GUMP
                      I've not heard a note out of you.

                                JACK
                      Not in the mood, I'm afraid.

                                GUMP
                      Listen to him. Not in the mood...

                                GUMP	(CONT)
                      On a day like none other the blessed
                      earth has ever seen ...A day so fair as
                      forty springtimes --

                                JACK
                      I'm not denying it's a joyous day -

                                GUMP
                      Where's your joy if you cannot sing?

                                JACK
                      Were the Princess Lili to join me I would
                      sing till my lungs burst!

                                GUMP
                      She lives...isn't that worth singing
                      about?

                                JACK
                      She lives like all the world before the
                      Baron's curse lifted. Now the world's
                      reborn, yet still she sleeps ...

	Across the way, the castle Couer de Noir collapses in upon
	itself in a spasm of sparks and fire. Only the outer walls
	and the keep remain. Cracks appear as the final ramparts
	begin to crumble.

                                GUMP
                      You're too impatient...See how long the
                      castle burns. Think you evil be purged in
                      an instant?...And remember: the quest is
                      not concluded.

	Jack runs his hand along the spiraling length of the
	alicorn.

                                JACK
                      Aye...We'll fetch it back, praise God.

	EXT.	MARSHSIDE MEADOW- DAY (C.U.	UNICORN SKULL)

	The skull of the slain unicorn has been reunited with his
	horn. A band of silver filigree conceals the repair-work.
	Bedecked with flowers, the skull rests on a velvet pillow. It
	is being carried in a procession.

	ANGLE:	(FUNERAL PROCESSION)

	There is nothing somber or sorrowful about the ceremony.
	Screwball, dressed in flowers, carries the pillow bearing the
	unicorn's skull. Behind him, beautiful winged faerie maidens
	in gossamer gowns carry long, serpentine festoons of flowers.
	Other elves and goblins toss handfuls of petals and pollen
	into the air. They all sing happily as Sapphire and her colt
	prance along with them.

                                FAERIES (SINGING)
                      The trees are green, spirits unseen, The
                      world we know is but a dream. The flowers
                      sing; all birds take wing, Life and Death
                      are an endless ring.

	The procession approaches an underground faerie tomb,
	beautifully constructed of fieldstone. The opening is like a
	well, leading down to the beehive chamber beneath the earth.
	At the bottom, on a blanket of blossoms, the unicorn's
	bleached alabaster bones are precisely arranged.

	Two winged faeries take the pillow from Screwball and fly
	with it down into the tomb, placing it at the head of the
	skeleton. A shaft of sunlight makes the skull and horn gleam
	like polished ivory. All the elves and faeries, laughing and
	singing, cast the flowers they carry down into the tomb.

	ANGLE:	(JACK & GUMP)

	With the happy SOUND of the funeral as a counterpoint,
	neither Jack nor Gump appear particularly overjoyed. They
	stand beside Princess Lili's litter. Her still, pale form and
	the surrounding profusion of flowers bear too close a
	resemblance to the ceremony in the BACKGROUND. Jack and Gump
	mourn the living.

                                JACK
                      The quest's at an end and where's the
                      good of it? A faerie festival over a pile
                      of bones?

                                GUMP
                      Tis not the wound, that's sure. Not a
                      scar remains... we're talking about a
                      spell; harder to repair than sword-work.

                                JACK
                      I'll do anything...face any challenge!

                                GUMP
                      Might not need a gesture quite so grand.
                      What were you doing the very moment the
                      Baron's curse fell on the world?

                                JACK
                      I was with the Princess.

                                GUMP
                      Where?

                                JACK
                      By the pond. She was teasing me.

                                GUMP
                      Go on ... go on ...

                                JACK
                      She tossed her ring in the pond and bid
                      me fetch it. Said she'd marry me if I
                      did.

                                GUMP
                      And did you?

                                JACK
                      Nay. It was lost. When I came up for air
                      the pond was frozen over.

                                GUMP
                      That's it then...the ring!

	EXT.	POND - DAY

	As beautiful and serene as when first we SAW it. The Princess
	is laid out under a tree, cushioned by thousands of flowers.
	All the faeries stand about the edge of the water watching
	Jack remove his armor.

	Jack unbuckles the golden breastplate of Achilles and stacks
	it next to his gleaming shield and helmet. Gump helps him
	unfasten the greaves.

                                GUMP
                      You must find the ring...It completes the
                      cycle; answers the riddle...

                                JACK
                      I'll try.

                                GUMP
                      You're good at riddles... Find the ring
                      and the spell is broken.

	Jack strips down completely. He steps to the edge of the
	pond, pausing for a moment to look fondly at his faerie
	friends gathered around him.

                                JACK
                      Your fond wishes give me strength, dear
                      friends.

                                SCREWBALL 
                          (hooting)
                      No speeches! What's a little swim after
                      sticking worms and ogres?

	The faeries applaud and CHEER. Blushing, Jack dives into the
	water.

	EXT.	UNDERWATER - DAY

	The cheering is silenced by the rush of water as Jack streaks
	down, streams of air-bubbles in his wake.

	Jack strokes deeper and deeper, past undulating weeds and
	curious fish.

	At the bottom, he moves carefully, trying not to stir up the
	muck. He gently parts the drifting tendrils, searching among
	the weeds.

	A winking gleam catches his eye. He reaches out an eager hand
	to seize whatever it is.

	A cloud of silt issues from his grasp as he open his fingers.
	Centered on his palm, golden and perfect, is the ring.

	Jack turns and strokes for the surface, a shining ceiling of
	light far above him.

	EXT.	POND - DAY

	Jack breaks the still surface with a happy SHOUT. He holds
	the ring triumphantly above his head.

                                JACK
                          (exultant)
                      I did it! I found it!

	LAUGHING joyously, Jack swims for the shore. The banks are
	deserted. Not a single faerie remains. But Jack seems not to
	notice. He takes hold of a tree-root and hauls himself back
	on land. The golden armor of Achilles is gone. In its place
	are Jack's old fur and leaf vestments.

                                JACK	(CONT)
                      And will my lady honor her word in
                      exchange for this bauble?

	Jack stops short when he sees the Princess asleep under the
	tree. There is no trace of the heaps of flowers upon which
	she rested. Nor of the jeweled gown she wore on the litter.
	She looks just as before. Only asleep.

                                JACK	(CONT)
                      Well, I see what an exciting spectacle
                      I've provided...

	Tossing the ring abstractly up and down, Jack pulls on his
	fur trousers and approaches the sleeping Princess. He kneels
	before her, lifting her hand to his lips.

                                JACK	(CONT)
                      Beggars on horseback come courting the
                      crown...

	Jack slips the ring on Lili's finger. Her eye-lashes flutter.
	She is awake, looking him straight in the face.

                                LILI
                      Oh! Green Jack! What a dream I've
                      had...proper nightmare.

                                JACK
                      Whilst you were sleeping, I fetched your
                      ring.

	Lili looks at her ring and smiles.

                                LILI
                      Sweet Jack. I'm so sorry you found me
                      asleep. Don't know what came over me.

                                JACK
                      I can't have been under much more than a
                      minute.

                                LILI
                      Seemed like weeks and weeks. Such a
                      terrible dream...I could never tell
                      you...

                                JACK 
                      Is what you said about the ring but
                      another dream?

                                LILI
                      Oh no, dearest Jack...I meant every word.

                                JACK
                      You're teasing still.

	Lili wraps her arms around his neck, kissing him.

                                LILI
                      Nay, dearest Jack you are to be my
                      husband. I want none other.

                                JACK
                      But I am a Green Man. I have
                      no title, nor lands scarce even a few
                      vines and threads to keep the cold from
                      my body.

                                LILI
                      You wear your weeds as well as golden
                      armor, Jack. Like a true Prince...a
                      champion!

                                JACK
                      Lili I love you!

                                LILI
                      And I love you, my husband.

	They fall eagerly into each other's arms. Their long,
	passionate embrace is interrupted by an unseen pest.

                                JACK
                      Ow!

	Jack swats at his legs.

                                LILI
                      What's the matter?

                                JACK
                      Ouch! Something's biting me.

                                LILI
                      Biting you?

                                JACK
                      Pinching me!

                                LILI
                      Pinching? Where?

                                JACK
                      Everywhere! Ow!

                                LILI
                      I can't see a thing.

                                JACK
                      Nor can I. Damn! It's buzzing all around
                      me. Ouch! I can hear it like a fly
                      trapped inside my ear...Says its name is
                      Oona!

                                LILI
                      Oona? Do you suppose it's a faerie?

                                JACK
                      Ow! Whatever it is, it hurts.

	Princess Lili takes Jack by the hand and starts running,
	pulling him along with her.

                                LILI
                      Hurry up then, Jack 0' the Green...
                      You'll be safe in the castle...We'll hang
                      out bells and crosses...strew the floors
                      with flax and salt...

	EXT.	FOREST PATH - DAY

	Lili and Jack run together holding hands down a sunlit forest
	path. The DIALOGUE is CONTINUOUS:

                                LILI
                      No faeries in the palace...We have our
                      own magician, knows lots of spells...
                      First, we'll tell my father the
                      news...you'll like my father, Jack. He's
                      not like most kings...

	Watching from a high bank, unseen by Lili and Jack, the mare
	unicorn and her black colt stand in sun-dappled silence. The
	colt rubs against his mother's flank as she gently blows on
	his mane with her delicate sea-shell nostrils.

	Below, Jack and Lili run together up the path into a BLAZE of
	sunlight.

                                LILI	(CONT)
                      ...and we won't have to stay in some
                      stuffy manor all the time. When the
                      weather's fair we can live in the 
                      woods...I'll wear homespun like a
                      shepherdess...

	They disappear into the GLARE and the screen goes WHITE.



THE END

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